Agenda packet — Aliso Viejo City Council, December 3, 2025 (part 16 of 17)

Exhibit “B”
Project Plans
2593
06/24/2025
#24066
07/24/2025
2594
P-1
P-2
P-3
P-4
A-1
A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
A-10
A-11
A-12
A-13
A-14
A-15
A-16
A-17
A-19
A-20
A-21
A-22
A-23
Vicinity Map
Site Photos
Street View and Neighborhood Context
Illustrative Site Plan
Street Scene
602A Building (6- Plex) - First Floor Plan
602A Building (6- Plex) - Second Floor Plan
602A Building (6- Plex) - Third Floor Plan
602A Building (6- Plex) - Spanish Eclectic “A” Elevation 602A Building (6- Plex) - Spanish Eclectic “A” Elevation 602A Building (6- Plex) - Spanish Eclectic “A” Elevation 602A Building (6- Plex) - Roof Plan
704A Building (7- Plex) - First Floor Plan
704A Building (7- Plex) - Second Floor Plan
704A Building (7- Plex) - Third Floor Plan
704A Building (7- Plex) - Spanish Eclectic “A” Elevation 704A Building (7- Plex) - Spanish Eclectic “A” Elevation 704A Building (7- Plex) - Spanish Eclectic “A” Elevation 704A Building (7- Plex) - Roof Plan
804A Building (8- Plex) - First Floor Plan
804A Building (8- Plex) - Second Floor Plan
804A Building (8- Plex) - Third Floor Plan
804A Building (8- Plex) - Spanish Eclectic “A” Elevation 804A Building (8- Plex) - Spanish Eclectic “A” Elevation 804A Building (8- Plex) - Spanish Eclectic “A” Elevation 804A Building (8- Plex) - Roof Plan
807A Building (8- Plex) - First Floor Plan
807A Building (8- Plex) - Second Floor Plan
807A Building (8- Plex) - Third Floor Plan
807A Building (8- Plex) - Spanish Eclectic “A” Elevation 807A Building (8- Plex) - Spanish Eclectic “A” Elevation 807A Building (8- Plex) - Spanish Eclectic “A” Elevation 807A Building (8- Plex) - Roof Plan
Written Color Schemes
Color Boards - “A“ Spanish Colonial
Title Sheet
Existing Conditions
Tentative Tract Map
Conceptual Grading Plan
Sections
Earth Work Exhibit
Conceptual Utility Plan
Fire Access Site Plan
Conceptual Landscape Site Plan
Conceptual Open Space Enlargement Plan
Conceptual Wall and Fence Plan
Conceptual Wall and Fence Details and Site Amenities
Conceptual Irrigation Calculation
Conceptual Planting Palette
Existing Tree Information
Conceptual Common Open Space Calculation
Summaries and Schedules
Lighting Plan
Specification: Street Light
Specification: Pedestrian Light
Specification: Bollard Light
Specification: Down Light
A-24
A-25
A-26
A-27
A-28
A-29
A-30
A-31
A-32
C-1
C-2
C-3
C-4
C-5
C-6
C-7
C-8
L-1
L-2
L-3
L-4
L-5
L-6
L-7
L-8
VCL - 01
VCL - 02
VCL - 03
VCL - 04
VCL - 05
VCL - 06
Note: For design intent only, not for construction.

ALISO VIEJO, CALIFORNIA
Contact: Jeff Addison
Business: (949)660-1568
www.klcarch.com
Contact: Danny Hinojosa
Business: (310) 741-0336
www.meritagehomes.com
Architect: Kevin L. Crook Architect, Inc.
1360 Reynolds Ave. Suite 110
Irvine, CA 92614
Developer: Meritage Homes
5 Peters Canyon Road, Suite 310
Irvine, CA 92606
Contact: Eric Lissner
Business: (714) 474-1609
www.xengineeringinc.com
Landscape: C2 Collaborative
100 Avenida Miramar,
San Clemente, CA 92672
Civil Engineer: X Engineering & Consulting, Inc.
6 Hutton Centre Drive, Suite 650
Santa Ana, CA 92707
Contact: Sundae Liu
Business: (949)542-7732
www.c2collaborative.com
2595
Vicinity Map
One Mile Radius
One Mile Radius
Cedarbrook
Laguna Hills
High School
73 Half Mile Radius
Half Mile Radius
5 Aliso Creek Road
Glenwood Drive
Shopping
Argonaut
Moulton Parkway
Aliso Viejo Parkway
Paseo De Valencia
Shopping
Aliso Viejo
Country Club
Ridgecrest
Park
Argonaut
Park
Aliso
Canyon
Wilderness
Park

Aliso Viejo
Middle School

Canyon View
Park
Creekside
Park
Sheep
Hills Park
Wingspan
Park
Argonaut
Aliso Viejo, California
July 2025
P-1 2596
Site Photos
Argonaut
Aliso Viejo, California
July 2025
4 5
6 GOLF DRIVE

GLENWOOD DRIVE
1 1
2 3
4 5
6 3
2 P-2 2597
Street View and Neighborhood Context
Townhomes
Aliso Viejo Country
Club
Azarain
Gymnastics
Glenwood Drive
Glenwood
Community
Park
Single Family
Argonaut
Townhomes
Single Family
Cedarbrook
Aliso Creek Parkway
Glenwood Drive
Pinewood
Park
Moulton Niguel
Water District

PROJECT SITE
Office Buildings
Single Family
Ridgecrest
Park
Argonaut
Aliso Viejo, California
July 2025
P-3 2598
BLDG 1
BLDG 2
BLDG 3
BLDG 4 BLDG 5 BLDG 6
BLDG 8

EXISTING
WATER

T A N K

EXISTING

BUILDING

GLENWOOD DRIVE

ARGONAUT

ALLEY A

ALLEY C ALLEY D

ALLEY E

ALLEY F

ALLEY B
BLDG 7
13’-6”
24’-0”
24’-0” 24’-0”
24’-0”
24’-0”
29’-6” 30’-0” 32’-0” 12’-10” 7’-3”
22’-2”
10’-6”
42’-7”
9’-0”
7’-0”
11’-5”
10’-0”

07.16.25 ALISO VIEJO, CA
L-1

ARGONAUT -
Collaborative
0 10’ 20’ 40’
CONCEPTUAL LANDSCAPE SITE PLAN Scale: 1”= 20’-0”
Illustrative Site Plan
North
Summary
Site Area: 2.83 acres (123,275 SF)
Total Homes: 61
• (12) Plan 2531: 1,268 SF 2 Bed 2.5 Bath, Tandem Garage • (8) Plan 2532: 1,210 SF 2 Bed 2.5 Bath, Standard Garage • (21) Plan 1633: 1,496 SF 3 Bed 3 Bath, Tandem Garage
• (20) Plan 1638: 1,765 SF 4 Bed 4 Bath, Standard Garage Net Density: 21.6 du/ac
Development
Standards
Required
Proposed
Maximum
Density
30 du/ac 21.6 du/ac
Maximum
Structure
Height
45’ 38’
Minimum
Building Site
Area (SF)
5,000 SF 123,275 SF
Maximum
Building Site
Coverage
60% 40%
Minimum
Common
Open Space
25%
(30,819 SF)

32.7%
(40,259.9 SF)
(See Note 13 below)
Minimum
Perimeter
Setback 7
20’ 7’
Parking 8 Townhomes: 2 spaces/
unit = 122
Guest: .5 spaces/unit =
31 Total Parking = 153
Garage: 2 per unit
= 122
Guest= 28
Total= 150
(See Note 12 below)
Notes:

1. 95 Argonaut, Aliso Viejo, CA 92656

2. Assessor’s Parcel Numbers: 623-091-01

3. Application Number: DRP-2024-00002

4. Type VB construction with either NFPA 13D automatic sprinkler system or NFPA 13R automatic sprinkler system. Refer to floor plans for specifics

5. Existing Zoning: Business Park 2

6. Proposed Zoning: Residential High Density

7. Existing General Plan: Business Park

8. Proposed General Plan: High Density Residential

9. 5% Affordable (3 Homes) at Very Low to be provided on site. Max wall heights & perimeter setbacks reduced per Density Bonus Law. The following units will be assigned as affordable:
• One (1) - Plan 2532: 1,210 SF 2 Bed 2.5 Bath
• Two (2) - Plan 2531: 1,268 SF 2 Bed 2.5 Bath

10. SB330: Pending

11. CEQA: IS/MND

12. CA Density Bonus Law (Gov Code:Section 65915-65918)

13. Refer to Sheet L-8 for Conceptual Common Open Space Calculation Community Space
• ± 5,215 SF
• Landscaped paseos and
sidewalks connect all
homes
• Potential programming
for lawn, BBQ grill, shade
structure, picnic table,
and tot lot
Primary Entry off Argonaut
• Maintains existing driveway
location
• Enhanced with accent trees,
enhanced paving and project
community signage
• Centrally located guest
parking
Private Drive
• 24- foot private drive
provides access to all
homes
• 9’ x 18’ guest parking
spaces distributed
throughout
community
• Meets OCFA turnaround and access
requirements
Residential
Townhomes
• Three-story
Residential
Townhomes
• 2-4
Bedrooms
• 2-Car
Garage
Perimeter Screening
• AC units and utility transfomers screened by landscape to reduce visual impact (as allowed by provider)
• Frontage to be landscape with trees and shrubs. Existing trees to be preserved where possible
Community Frontage
• Front doors at community entry
create a superior arrival experience
while providing “eyes-on” safety
• Landscaping enhances public street
while maintaining community privacy
Perimeter Retaining Wall and Fence
• Retaining wall to be screened to reduce visibility from street • Perimeter fencing to be tube steel and screened with vegetation • Frontage to be landscape with trees and shrubs. Existing trees to be preserved where possible
0 10' 20' 40'
Argonaut
Aliso Viejo, California
July 2025
P-4 2599
06/24/2025
A-1
#24066

ALISO VIEJO, CALIFORNIA
2600
UNIT 2532.1R UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 UNIT 2532X.1R
11'-5" x 40'-4" GARAGE
ENTRY
COATS
9'x40' CLEAR
20'-5" x 20'-2" GARAGE
PORCH
ENTRY
BATH 4
10'-1" x 11'-2" BEDRM. 4
PORCH
11'-5" x 40'-4" GARAGE
ENTRY
COATS
9'x40' CLEAR
20'-5" x 20'-2" GARAGE
PORCH
ENTRY
BATH 4
10'-1" x 11'-2" BEDRM. 4
PORCH
STOR. 8'-4" x 3'-0" x 9'-0"
225 C.F.

MIN. 100 CUBIC FEET
STOR. 8'-4" x 3'-0" x 9'-0"
225 C.F.

MIN. 100 CUBIC FEET
STOR.
2'-0" x
11'-0" x
9'-0"
198 C.F.

MIN. 100
CUBIC
FEET
STOR.
2'-0" x
11'-0" x
9'-0"
198 C.F.

MIN. 100
CUBIC
FEET
20'-2" x 20'-5" GARAGE
PORCH
ENTRY
11'-10"x 4'-4" STORAGE
20'-5" x 20'-2" GARAGE

PORCH ENTRY
3'-8" x11'-10" STORAGE
53'-6"
94'-4"
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
1,765 S.F.
4 BDRM., 4 BATH
1,765 S.F.
4 BDRM., 4 BATH
1,496 S.F.
3 BDRM., 3 BATH
1,496 S.F.
3 BDRM., 3 BATH
1,215 S.F.
2 BDRM., 2.5 BATH
1,215 S.F.
2 BDRM., 2.5 BATH
06/24/2025
A-2
#24066

ALISO VIEJO, CALIFORNIA
2601
UNIT 2532.1R UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 UNIT 2532X.1R
12'-5" x 7'-6" DINING
15'-11"x 6'-1" DECK

KITCHEN
BATH 3
15'-11"x 9'-10" GREAT RM.

WORK/
STUDY
15'-11"x10'-10" GREAT RM.
15'-11"x 6'-3" DECK
12'-4" x 7'-2" DINING

KITCHEN
BATH 3
10'-2" x 10'-2" OFFICE
11'-5" x 10'-3" BEDRM. 3
10'-0" x 10'-0" BEDRM. 3
12'-5" x 7'-6" DINING
15'-11"x 6'-1" DECK

KITCHEN
BATH 3
15'-11"x 9'-10" GREAT RM.

WORK/
STUDY
15'-11"x10'-10" GREAT RM.
15'-11"x 6'-3" DECK
12'-4" x 7'-2" DINING

KITCHEN
BATH 3
10'-2" x 10'-2" OFFICE
11'-5" x 10'-3" BEDRM. 3
9'-10" x 10'-0" BEDRM. 3
11'-10"x 6'-3" DECK
PWDR.

KITCHEN
12'-6" x 9'-5" DINING
12'-8" x 13'-8" GREAT RM.

COATS
6'-3" x11'-10" DECK
PWDR.

KITCHEN
9'-5" x 12'-6" DINING
13'-8" x 12'-8" GREAT RM.

COATS
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-3
#24066

ALISO VIEJO, CALIFORNIA
2602
UNIT 2532.1R UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 UNIT 2532X.1R
11'-5" x 10'-2" BEDRM. 2
BATH 2
PRIM.

BATH
HALL
12'-4" x 14'-4" PRIM. BEDRM
LAU.
10'-10" L.F.

W.I.C.

WORK/
STUDY
LAU.

BATH 2
HALL
W.I.C.
15'-0" L.F.

PRIM. BATH
12'-0" x10'-10" BEDRM. 2
15'-11"x 11'-8" PRIM. BEDRM.

WORK/
STUDY
11'-5" x 10'-2" BEDRM. 2
BATH 2
PRIM.

BATH
HALL
12'-4" x 14'-4" PRIM. BEDRM
LAU.
10'-10" L.F.

W.I.C.

WORK/
STUDY
LAU.

BATH 2
HALL
W.I.C.
15'-0" L.F.

PRIM. BATH
11'-10"x10'-10" BEDRM. 2
15'-11"x 11'-8" PRIM. BEDRM.

WORK/
STUDY
12'-2" x 11'-9" PRIM. BEDRM.
10'-3" x 10'-1" BEDRM. 2
BATH 2
PRIM. BATH
LINEN
HALL
W.I.C.
12'-0" L.F.
11'-9" x 12'-2" PRIM. BEDRM.
10'-1" x 10'-3" BEDRM. 2
BATH 2
PRIM. BATH
LINEN
HALL
W.I.C.
12'-0" L.F.

JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-4
#24066

ALISO VIEJO, CALIFORNIA
2603
UNIT 2532.1R UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 UNIT 2532X.1R
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-5
#24066

ALISO VIEJO, CALIFORNIA
2604
06/24/2025
A-6
#24066

ALISO VIEJO, CALIFORNIA
2605
06/24/2025
A-7
#24066

ALISO VIEJO, CALIFORNIA
2606
06/24/2025
A-8
#24066

ALISO VIEJO, CALIFORNIA
2607
UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 11'-5" x 40'-4" GARAGE
ENTRY
COATS
5'-2" x 11'-2" STORAGE
9'x40' CLEAR
11'-5" x 40'-4" GARAGE
ENTRY
COATS
5'-2" x 11'-2" STORAGE
9'x40' CLEAR
11'-5" x 40'-4" GARAGE
ENTRY
COATS
5'-2" x 11'-2" STORAGE
9'x40' CLEAR
20'-5" x 20'-2" GARAGE
PORCH
ENTRY
BATH 4
20'-5" x 20'-2" GARAGE
PORCH
ENTRY
BATH 4
10'-1" x 11'-2" BEDRM. 4
20'-5" x 20'-2" GARAGE
PORCH
ENTRY
BATH 4
10'-1" x 11'-2" BEDRM. 4 9'-11" x 11'-2" BEDRM. 4

PORCH PORCH PORCH
UNIT 1633.1R
11'-3" x 40'-4" GARAGE
5'-2" x 11'-2" STORAGE
PORCH
COATS
ENTRY
116'-6"
53'-6"

UNCONDITIONED SPACE

CONDITIONED SPACE

AREA TABULATION
BUILDING 704 (7-PLEX)
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
1,765 S.F.
4 BDRM., 4 BATH
1,765 S.F.
4 BDRM., 4 BATH
1,765 S.F.
4 BDRM., 4 BATH
1,497 S.F.
3 BDRM., 3 BATH
1,497 S.F.
3 BDRM., 3 BATH
1,497 S.F.
3 BDRM., 3 BATH
1,497 S.F.
3 BDRM., 3 BATH
06/24/2025
A-9
#24066

ALISO VIEJO, CALIFORNIA
2608
UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 12'-5" x 7'-6" DINING
15'-11"x 6'-1" DECK

KITCHEN
BATH 3
15'-11"x 9'-10" GREAT RM.

WORK/
STUDY
12'-5" x 7'-6" DINING
15'-11"x 6'-1" DECK

KITCHEN
BATH 3
15'-11"x 9'-10" GREAT RM.

WORK/
STUDY
12'-5" x 7'-6" DINING
15'-11"x 6'-1" DECK

KITCHEN
BATH 3
15'-11"x 9'-10" GREAT RM.

WORK/
STUDY
15'-11"x10'-10" GREAT RM.
15'-11"x 6'-3" DECK
12'-4" x 7'-2" DINING

KITCHEN
BATH 3
10'-2" x 10'-2" OFFICE
15'-11"x10'-10" GREAT RM.
15'-11"x 6'-3" DECK
12'-4" x 7'-2" DINING

KITCHEN
BATH 3
10'-2" x 10'-2" OFFICE
11'-5" x 10'-3" BEDRM. 3
10'-0" x 10'-0" BEDRM. 3
11'-5" x 10'-3" BEDRM. 3
10'-0" x 10'-0" BEDRM. 3
11'-5" x 10'-3" BEDRM. 3
9'-10" x 10'-0" BEDRM. 3
UNIT 1633.1R
12'-5" x 7'-6" DINING
15'-11"x 6'-1" DECK

KITCHEN
BATH 3
15'-11"x 9'-10" GREAT RM.

WORK/
STUDY
11'-5" x 10'-3" BEDRM. 3
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-10
#24066

ALISO VIEJO, CALIFORNIA
2609
UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 11'-5" x 10'-2" BEDRM. 2
BATH 2
PRIM.

BATH
HALL
12'-4" x 14'-4" PRIM. BEDRM
LAU.
10'-10" L.F.

W.I.C.

WORK/
STUDY
11'-5" x 10'-2" BEDRM. 2
BATH 2
PRIM.

BATH
HALL
12'-4" x 14'-4" PRIM. BEDRM
LAU.
10'-10" L.F.

W.I.C.

WORK/
STUDY
11'-5" x 10'-2" BEDRM. 2
BATH 2
PRIM.

BATH
HALL
12'-4" x 14'-4" PRIM. BEDRM
LAU.
10'-10" L.F.

W.I.C.

WORK/
STUDY
LAU.

BATH 2
HALL
W.I.C.
15'-0" L.F.

PRIM. BATH
11'-11"x10'-10" BEDRM. 2
15'-9" x 11'-8" PRIM. BEDRM.

WORK/
STUDY
LAU.

BATH 2
HALL
W.I.C.
15'-0" L.F.

PRIM. BATH
12'-0" x10'-10" BEDRM. 2
15'-11"x 11'-8" PRIM. BEDRM.

WORK/
STUDY
LAU.

BATH 2
HALL
W.I.C.
15'-0" L.F.

PRIM. BATH
12'-0" x10'-10" BEDRM. 2
15'-11"x 11'-8" PRIM. BEDRM.

WORK/
STUDY
UNIT 1633.1R
11'-5" x 10'-2" BEDRM. 2
BATH 2
PRIM.

BATH
HALL
12'-4" x 14'-4" PRIM. BEDRM
LAU.
10'-10" L.F.

W.I.C.

WORK/
STUDY
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-11
#24066

ALISO VIEJO, CALIFORNIA
2610
UNIT 1633.1R UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-12
#24066

ALISO VIEJO, CALIFORNIA
2611
06/24/2025
A-13
#24066

ALISO VIEJO, CALIFORNIA
2612
06/24/2025
A-14
#24066

ALISO VIEJO, CALIFORNIA
2613
06/24/2025
A-15
#24066

ALISO VIEJO, CALIFORNIA
2614
UNIT 2532.1R UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 UNIT 2532X.1R
11'-5" x 40'-4" GARAGE
ENTRY
COATS
5'-2" x 11'-2" STORAGE
9'x40' CLEAR
11'-5" x 40'-4" GARAGE
ENTRY
COATS
5'-2" x 11'-2" STORAGE
9'x40' CLEAR
11'-5" x 40'-4" GARAGE
ENTRY
COATS
5'-2" x 11'-2" STORAGE
9'x40' CLEAR
20'-5" x 20'-2" GARAGE
PORCH
ENTRY
BATH 4
20'-5" x 20'-2" GARAGE
PORCH
ENTRY
BATH 4
10'-1" x 11'-2" BEDRM. 4
20'-5" x 20'-2" GARAGE
PORCH
ENTRY
BATH 4
10'-1" x 11'-2" BEDRM. 4
20'-5" x 20'-2" GARAGE

PORCH ENTRY
3'-8" x11'-10" STORAGE
20'-2" x 20'-5" GARAGE
PORCH
ENTRY
11'-10"x 4'-4" STORAGE
9'-11" x 11'-2" BEDRM. 4

PORCH PORCH PORCH
127'-8"
53'-6"

UNCONDITIONED SPACE

CONDITIONED SPACE

AREA TABULATION
BUILDING 801 (8-PLEX)
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
1,215 S.F.
2 BDRM., 2.5 BATH
1,765 S.F.
4 BDRM., 4 BATH
1,765 S.F.
4 BDRM., 4 BATH
1,765 S.F.
4 BDRM., 4 BATH
1,497 S.F.
3 BDRM., 3 BATH
1,497 S.F.
3 BDRM., 3 BATH
1,497 S.F.
3 BDRM., 3 BATH
1,215 S.F.
2 BDRM., 2.5 BATH
06/24/2025
A-16
#24066

ALISO VIEJO, CALIFORNIA
2615
UNIT 2532.1R UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 UNIT 2532X.1R
12'-5" x 7'-6" DINING
15'-11"x 6'-1" DECK

KITCHEN
BATH 3
15'-11"x 9'-10" GREAT RM.

WORK/
STUDY
12'-5" x 7'-6" DINING
15'-11"x 6'-1" DECK

KITCHEN
BATH 3
15'-11"x 9'-10" GREAT RM.

WORK/
STUDY
12'-5" x 7'-6" DINING
15'-11"x 6'-1" DECK

KITCHEN
BATH 3
15'-11"x 9'-10" GREAT RM.

WORK/
STUDY
15'-11"x10'-10" GREAT RM.
15'-11"x 6'-3" DECK
12'-4" x 7'-2" DINING

KITCHEN
BATH 3
10'-2" x 10'-2" OFFICE
15'-11"x10'-10" GREAT RM.
15'-11"x 6'-3" DECK
12'-4" x 7'-2" DINING

KITCHEN
BATH 3
10'-2" x 10'-2" OFFICE
11'-10"x 6'-3" DECK
PWDR.

KITCHEN
12'-6" x 9'-5" DINING
12'-8" x 13'-8" GREAT RM.

COATS
6'-3" x11'-10" DECK
PWDR.

KITCHEN
9'-5" x 12'-6" DINING
13'-8" x 12'-8" GREAT RM.

COATS
11'-5" x 10'-3" BEDRM. 3
10'-0" x 10'-0" BEDRM. 3
11'-5" x 10'-3" BEDRM. 3
10'-0" x 10'-0" BEDRM. 3
11'-5" x 10'-3" BEDRM. 3
9'-10" x 10'-0" BEDRM. 3
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-17
#24066

ALISO VIEJO, CALIFORNIA
2616
UNIT 2532.1R UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 UNIT 2532X.1R
11'-5" x 10'-2" BEDRM. 2
BATH 2
PRIM.

BATH
HALL
12'-4" x 14'-4" PRIM. BEDRM
LAU.
10'-10" L.F.

W.I.C.

WORK/
STUDY
11'-5" x 10'-2" BEDRM. 2
BATH 2
PRIM.

BATH
HALL
12'-4" x 14'-4" PRIM. BEDRM
LAU.
10'-10" L.F.

W.I.C.

WORK/
STUDY
11'-5" x 10'-2" BEDRM. 2
BATH 2
PRIM.

BATH
HALL
12'-4" x 14'-4" PRIM. BEDRM
LAU.
10'-10" L.F.

W.I.C.

WORK/
STUDY
LAU.

BATH 2
HALL
W.I.C.
15'-0" L.F.

PRIM. BATH
11'-11"x10'-10" BEDRM. 2
15'-9" x 11'-8" PRIM. BEDRM.

WORK/
STUDY
LAU.

BATH 2
HALL
W.I.C.
15'-0" L.F.

PRIM. BATH
12'-0" x10'-10" BEDRM. 2
15'-11"x 11'-8" PRIM. BEDRM.

WORK/
STUDY
LAU.

BATH 2
HALL
W.I.C.
15'-0" L.F.

PRIM. BATH
12'-0" x10'-10" BEDRM. 2
15'-11"x 11'-8" PRIM. BEDRM.

WORK/
STUDY
12'-2" x 11'-9" PRIM. BEDRM.
10'-3" x 10'-1" BEDRM. 2
BATH 2
PRIM. BATH
LINEN
HALL
W.I.C.
12'-0" L.F.
11'-9" x 12'-2" PRIM. BEDRM.
9'-11" x 10'-3" BEDRM. 2
BATH 2
PRIM. BATH
LINEN
HALL
W.I.C.
12'-0" L.F.

JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-18
#24066

ALISO VIEJO, CALIFORNIA
2617
UNIT 2532.1R UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638.1 UNIT 1633.1 UNIT 1638X.1 UNIT 2532X.1R
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-19
#24066

ALISO VIEJO, CALIFORNIA
2618
06/24/2025
A-20
#24066

ALISO VIEJO, CALIFORNIA
2619
06/24/2025
A-21
#24066

ALISO VIEJO, CALIFORNIA
2620
06/24/2025
A-22
#24066

ALISO VIEJO, CALIFORNIA
2621
PORCH
UNIT 2531.1R UNIT 1638.1R UNIT 1633.1R UNIT 1638.1R UNIT 1633.1R UNIT 2531X.1R
11'-5" x 40'-4" GARAGE
ENTRY

PORCH COATS
9'x40' CLEAR
ENTRY

PORCH COATS
9'x40' CLEAR
11'-5" x 40'-4" GARAGE
PORCH
ENTRY
BATH 4
10'-1" x 11'-2" BEDRM. 4
20'-5" x 20'-2" GARAGE
PORCH
ENTRY
BATH 4
10'-1" x 11'-2" BEDRM. 4
20'-5" x 20'-2" GARAGE
9'x40' CLEAR 9'x40' CLEAR
ENTRY
ENTRY
10'-8" x 43'-6" GARAGE
10'-6" x48'-11" GARAGE
STOR.
5'-6" x 3'-0"
x 9'-0"
149 C.F.

MIN. 100
CUBIC FEET STOR.
2'-0" x
11'-0" x
9'-0"
198 C.F.

MIN. 100
CUBIC
FEET
STOR.
2'-0" x
11'-0" x
9'-0"
198 C.F.

MIN. 100
CUBIC
FEET
STOR. 8'-4" x 3'-0" x 9'-0"
225 C.F.

MIN. 100 CUBIC FEET
STOR. 8'-4" x 3'-0" x 9'-0"
225 C.F.

MIN. 100 CUBIC FEET
STOR.
3'-8" x 7'-5" x
6'-0"
162 C.F.

MIN. 100

CUBIC FEET
UNIT 2531.1
UNIT 2531X.1
9'x40' CLEAR 9'x40' CLEAR
ENTRY
ENTRY
43'-7" x 10'-7" GARAGE
49'-1" x 10'-3" GARAGE
STOR.
5'-6" x 3'-0"
x 9'-0"
149 C.F.

MIN. 100

CUBIC FEET
STOR.
3'-8" x 7'-5" x
6'-0"
162 C.F.

MIN. 100

CUBIC FEET
122'-4"
53'-6" AREA TABULATION
BUILDING 807 (8-PLEX)

UNCONDITIONED SPACE

CONDITIONED SPACE
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
1,272 S.F.
2 BDRM., 2.5 BATH
1,497 S.F.
3 BDRM., 3 BATH
1,497 S.F.
3 BDRM., 3 BATH
1,765 S.F.
4 BDRM., 4 BATH
1,765 S.F.
4 BDRM., 4 BATH
1,300 S.F.
2 BDRM., 2.5 BATH
1,300 S.F.
2 BDRM., 2.5 BATH
1,272 S.F.
2 BDRM., 2.5 BATH
06/24/2025
A-23
#24066

ALISO VIEJO, CALIFORNIA
2622
UNIT 2531.1R UNIT 1638.1R UNIT 1633.1R UNIT 1638.1R UNIT 1633.1R UNIT 2531X.1R
12'-5" x 7'-6" DINING
15'-11"x 6'-1" DECK

KITCHEN
BATH 3
15'-11"x 9'-10" GREAT RM.
107 SQ. FT.

WORK/
STUDY
12'-5" x 7'-6" DINING
15'-11"x 6'-1" DECK

KITCHEN
BATH 3
15'-11"x 9'-10" GREAT RM.
107 SQ. FT.

WORK/
STUDY
15'-11"x 10'-9" GREAT RM.
15'-11"x 6'-3" DECK
12'-4" x 7'-2" DINING

KITCHEN
BATH 3
10'-0" x 10'-0" BEDRM. 3
10'-2" x 10'-3" OFFICE
12'-0" x 6'-3" DECK

KITCHEN
12'-6" x 8'-3" DINING
75 SQ. FT.
12'-8" x 13'-9" GREAT RM.

PWDR.

COATS
12'-0" x 6'-3" DECK

KITCHEN
12'-6" x 8'-3" DINING
75 SQ. FT.
12'-8" x 13'-9" GREAT RM.

PWDR.

COATS
114 SQ. FT.
11'-5" x 10'-3" BEDRM. 3 11'-5" x 10'-3" BEDRM. 3
UNIT 2531.1
UNIT 2531X.1
6'-3" x 12'-0" DECK

KITCHEN
8'-3" x 12'-6" DINING
75 SQ. FT.
13'-9" x 12'-8" GREAT RM.

PWDR.

COATS
6'-3" x 12'-0" DECK

KITCHEN
8'-3" x 12'-6" DINING
75 SQ. FT.
13'-9" x 12'-8" GREAT RM.

PWDR.

COATS
15'-11"x 10'-9" GREAT RM.
15'-11"x 6'-3" DECK
12'-4" x 7'-2" DINING

KITCHEN
BATH 3
10'-0" x 10'-0" BEDRM. 3
10'-2" x 10'-3" OFFICE
114 SQ. FT.

JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-24
#24066

ALISO VIEJO, CALIFORNIA
2623
UNIT 2531.1R UNIT 1638.1R UNIT 1633.1R UNIT 1638.1R UNIT 1633.1R UNIT 2531X.1R
11'-5" x 9'-10" BEDRM. 2
BATH 2

PRIMARY
BATH
HALL
12'-4" x 14'-4"

PRIMARY
BEDRM.

LAU.
10'-3" L.F.

W.I.C.

WORK/
STUDY
11'-5" x 9'-10" BEDRM. 2
BATH 2

PRIMARY
BATH
HALL
12'-4" x 14'-4"

PRIMARY
BEDRM.

LAU.
10'-3" L.F.

W.I.C.

WORK/
STUDY
LAU.

BATH 2
HALL
W.I.C.
15'-0" L.F.

PRIM. BATH
12'-0" x10'-10" BEDRM. 2
15'-11"x 11'-8" PRIM. BEDRM.

WORK/
STUDY
LAU.

BATH 2
HALL
W.I.C.
15'-0" L.F.

PRIM. BATH
12'-0" x10'-10" BEDRM. 2
15'-11"x 11'-8" PRIM. BEDRM.

WORK/
STUDY
BATH 2
W.I.C.
17'-5" L.F.
11'-4" x 12'-4" PRIM. BEDRM.

HALL PRIM. BATH
11'-1" x 9'-10" BEDRM. 2
LINEN
BATH 2
W.I.C.
17'-5" L.F.
11'-4" x 12'-4" PRIM. BEDRM.

HALL PRIM. BATH
11'-1" x 9'-10" BEDRM. 2
LINEN
UNIT 2531.1
UNIT 2531X.1
BATH 2
W.I.C.
17'-5" L.F.
12'-4" x 11'-4" PRIM. BEDRM.

PRIM. BATH HALL
9'-10" x 11'-1" BEDRM. 2
LINEN
BATH 2
W.I.C.
17'-5" L.F.
12'-4" x 11'-4" PRIM. BEDRM.

PRIM. BATH HALL
9'-10" x 11'-1" BEDRM. 2
LINEN
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-25
#24066

ALISO VIEJO, CALIFORNIA
2624
UNIT 2531.1R UNIT 1638.1R UNIT 1633.1R UNIT 1638.1R UNIT 1633.1R UNIT 2531X.1R
UNIT 2531.1
UNIT 2531X.1
JOB #: 24066
Kevin L. Crook
Inc
klcarch.com
Architect
PLANNING + ARCHITECTURE
0 2 4 8
06/24/2025
A-26
#24066

ALISO VIEJO, CALIFORNIA
2625
06/24/2025
A-27
#24066

ALISO VIEJO, CALIFORNIA
2626
06/24/2025
A-28
#24066

ALISO VIEJO, CALIFORNIA
2627
06/24/2025
A-29
#24066

ALISO VIEJO, CALIFORNIA
2628

WRITTEN COLOR SCHEMES
06/24/2025
A-30
#24066

ALISO VIEJO, CALIFORNIA
PROJECT 24066
CREATED 7/19/24
Remove Tile 8/21/24
SPANISH ECLECTIC "A"SCHEME 1SCHEME 2City Rev.
5/22/25
STUCCO 11613
1565
STUCCO PAINT MATCH*** SW6078 REALIST BEIGE SW7015 REPOSE GRAY STUCCO 2
(WAINSCOT / 1ST FLOOR

STUCCO ENTRIES)
SW9084

COCOA WHIP
S
W9170
ACIER
STUCCO: OMEGA

FASCIA / TRIM /

GARAGE DOOR
SW6083
SABLE
S
W7019

GAUNTLET GRAY
PAINT:

SHERWIN

WILLIAMS

FRONT DOORS /

SHUTTERS
SW2802

ROOKWOOD RED
SW0032

NEEDLEPOINT NAVY

CONCRETE
ROOF:

EAGLE /

WESTLAKE

CLAY PIPES
SW6061

TANBARK
SW6061

TANBARK
GUTTERS: RGS

WROUGHT IRON
SW7675

SEALSKIN
SW7675

SEALSKIN
EAGLE ROOF: LOW
PROF. "S" MALIBU
2636

PIEDMONT BLEND
2606

VALLEJO RANGE
BORAL ROOF: LOW
PROF. "S" VILLA
1VICS3182

GARNET BLEND
1VICS6464

CA MISSION BLEND
GUTTERS: RUSTIC BROWN RUSTIC BROWN
ALL FLASHING, GUTTERS, DOWNSPOUTS ETC. TO BE PAINTED TO MATCH ADJACENT SURFACE. *** For photoshop renderings only, do NOT use in the field

ARGONAUT

ALISO VIEJO, CA
2629
COLOR BOARDS - “A“ SPANISH COLONIAL
06/24/2025
A-31
#24066

ALISO VIEJO, CALIFORNIA

ARGONAUT
ALISO VIEJO, CA AUG. 21, 2024
#24066
SPANISH ECLECTIC “A”
SCHEME #1 FRONT DOORS / SHUTTERS

FASCIA / TRIM /

GARAGE DOOR

CLAY PIPES

STUCCO BODY
ROOF
STUCCO 2

WROUGHT IRON

ARGONAUT
ALISO VIEJO, CA AUG. 21, 2024
#24066
SPANISH ECLECTIC “A”
SCHEME #2

STUCCO BODY
ROOF
STUCCO 2

FRONT DOORS /

SHUTTERS

FASCIA / TRIM /

GARAGE DOOR

CLAY PIPES

WROUGHT IRON
2630
SHEET
OF
CITY OF ALISO VIEJO, CALIFORNIA 8
TENTATIVE TRACT MAP 19340

FOR CONDOMINIUM PURPOSES
4TH SUBMITTAL - PREPARED 06/24/2025
PREPARED BY: DESIGNED BY: DRAWN BY: CHECKED BY: SCALE: AS SHOWN DA, RR DA

EL TITLE SHEET
C-1

DEVELOPER

CIVIL ENGINEER
OWNER

GEOTECHNICAL ENGINEER

BENCHMARK

BASIS OF BEARINGS

ASSESSOR'S PARCEL NUMBER

LEGAL DESCRIPTION

SHEET INDEX

UTILITIES LEGEND

ABBREVIATIONS
ZONING

TENTATIVE TRACT MAP SUMMARY

SITE PLAN
TENTATIVE TRACT NO. 19340

FOR CONDOMINIUM PURPOSES

IN THE CITY OF ALISO VIEJO,

COUNTY OF ORANGE,

STATE OF CALIFORNIA

VICINITY MAP
INTERSTATE 5
CAL I F OR NI A 73 PROJECT SITE

FEMA FLOOD ZONE ADDRESS

14.06.010 CERTIFICATION OF OWNERSHIP ARGONAUT

ARGONAUT

GLENWOOD DRIVE

ALLEY B ALLEY A ALLEY C ALLEY D ALLEY E ALLEY F GOLF DRIVE NATOMA DRIVE ARGONAUT 16 17
18 19
20 21
22 50
51 52
53 30
29 28
27 26
25 24
31 32 33
34 35
36 37
38 39
46 45
44 43
42 41
40 14
13 12
11 10
9 8
47 1
2 3
4 5
6 7
6059 58 57 56 5554

ACC ACC
ACC
ACC

ACC ACC
15 23
61 BLDG 1 BLDG 2 BLDG 3 BLDG 4 BLDG 5 BLDG 6
BLDG 8
ACC 48 49 BLDG 7
Docusign Envelope ID: 34282B03-3838-4F4E-8741-26B0D8D84B0E 6/24/2025
2631
SHEET
OF
CITY OF ALISO VIEJO, CALIFORNIA 8
TENTATIVE TRACT MAP 19340

FOR CONDOMINIUM PURPOSES
4TH SUBMITTAL - PREPARED 06/24/2025
PREPARED BY: DESIGNED BY: DRAWN BY: CHECKED BY: SCALE: AS SHOWN DA, RR DA

EL EXISTING CONDITIONS
C-2

EXISTING EASEMENTS NATOMA DRIVE

GLENWOOD DRIVE GOLF DRIVE ARGONAUT

ARGONAUT ARGONAUT
Docusign Envelope ID: 34282B03-3838-4F4E-8741-26B0D8D84B0E 2632
SHEET
OF
CITY OF ALISO VIEJO, CALIFORNIA 8
TENTATIVE TRACT MAP 19340

FOR CONDOMINIUM PURPOSES
4TH SUBMITTAL - PREPARED 06/24/2025
PREPARED BY: DESIGNED BY: DRAWN BY: CHECKED BY: SCALE: AS SHOWN DA, RR DA

EL TENTATIVE TRACT MAP
C-3

PROPOSED EASEMENTS

EXISTING EASEMENTS TO REMAIN ARGONAUT

ARGONAUT

GLENWOOD DRIVE

ACC ACC
ACC
ACC

ACC ACC
15 23
61 BLDG 1 BLDG 2 BLDG 3 BLDG 4 BLDG 5 BLDG 6
BLDG 8
ACC 48 49 BLDG 7 LOT 1
123,372 SQ FT

2.83 ACRES
Docusign Envelope ID: 34282B03-3838-4F4E-8741-26B0D8D84B0E 2633
SHEET
OF
CITY OF ALISO VIEJO, CALIFORNIA 8
TENTATIVE TRACT MAP 19340

FOR CONDOMINIUM PURPOSES
4TH SUBMITTAL - PREPARED 06/24/2025
PREPARED BY: DESIGNED BY: DRAWN BY: CHECKED BY: SCALE: AS SHOWN DA, RR DA

EL CONCEPTUAL GRADING PLAN
C-4
LEGEND

ACC ARGONAUT

ARGONAUT

GLENWOOD DRIVE

ACC ACC
ACC
ACC

ACC ACC
15 23
61 BLDG 1 BLDG 2 BLDG 3 BLDG 4 BLDG 5 BLDG 6
BLDG 8
ACC 48 49 BLDG 7
443.30PAD
443.97FF
444.60PAD
445.27FF
444.70PAD
445.37FF 443.40PAD
444.07FF
443.20PAD
443.87FF
443.00PAD
443.67FF
443.60PAD
444.27FF
443.80PAD
444.47FF
443.40PAD
444.07FF
443.50PAD
444.17FF
443.60PAD
444.27FF LINE & CURVE TABLE
LINE #/CURVE # LENGTH DIRECTION/DELTA RADIUS
Docusign Envelope ID: 34282B03-3838-4F4E-8741-26B0D8D84B0E 2634
SHEET
OF
CITY OF ALISO VIEJO, CALIFORNIA 8
TENTATIVE TRACT MAP 19340

FOR CONDOMINIUM PURPOSES
4TH SUBMITTAL - PREPARED 06/24/2025
PREPARED BY: DESIGNED BY: DRAWN BY: CHECKED BY: SCALE: AS SHOWN DA, RR DA

EL SECTIONS
C-5

TYPICAL PRIVATE ALLEY A A
5 TYPICAL PRIVATE ALLEY B B
5 TYPICAL PRIVATE ALLEY C
5 SECTION D
5 SECTION E
5 SECTION F
5 SECTION G
5 SECTION H
5 SECTION I
5 SECTION J
5 SECTION K
5 Docusign Envelope ID: 34282B03-3838-4F4E-8741-26B0D8D84B0E 2635
SHEET
OF
CITY OF ALISO VIEJO, CALIFORNIA 8
TENTATIVE TRACT MAP 19340

FOR CONDOMINIUM PURPOSES
4TH SUBMITTAL - PREPARED 06/24/2025
PREPARED BY: DESIGNED BY: DRAWN BY: CHECKED BY: SCALE: AS SHOWN DA, RR DA

EL EARTHWORK
C-6

EARTHWORK QUANTITIES ARGONAUT

ARGONAUT

GLENWOOD DRIVE

ACC ACC
ACC
ACC

ACC ACC
15 23
61 BLDG 1 BLDG 2 BLDG 3 BLDG 4 BLDG 5 BLDG 6
BLDG 8
ACC 48 49 BLDG 7
Elevations Table
Docusign Envelope ID: 34282B03-3838-4F4E-8741-26B0D8D84B0E 2636
SHEET
OF
CITY OF ALISO VIEJO, CALIFORNIA 8
TENTATIVE TRACT MAP 19340

FOR CONDOMINIUM PURPOSES
4TH SUBMITTAL - PREPARED 06/24/2025
PREPARED BY: DESIGNED BY: DRAWN BY: CHECKED BY: SCALE: AS SHOWN DA, RR DA

EL CONCEPTUAL UTILITY PLAN
C-7
LEGEND

TYPICAL PRIVATE WATER SERVICE DETAIL ARGONAUT

ARGONAUT

GLENWOOD DRIVE GOLF DRIVE NATOMA DRIVE ARGONAUT
16 17
18 19
20 21
22 50
51 52
53 30
29 28
27 26
25 24
31 32 33
34 35
36 37
38 39
46 45
44 43
42 41
40 14
13 12
11 1098
47 1234567
60 59 58 57 56 55 54

ACC ACC
ACC
ACC

ACC ACC
15 23
61 BLDG 1 BLDG 2 BLDG 3 BLDG 4 BLDG 5 BLDG 6
BLDG 8
ACC 48 49 BLDG 7 ALLEY F ALLEY D ALLEY E ALLEY A

ALLEY B ALLEY C
Docusign Envelope ID: 34282B03-3838-4F4E-8741-26B0D8D84B0E 2637
SHEET
OF
CITY OF ALISO VIEJO, CALIFORNIA 8
TENTATIVE TRACT MAP 19340

FOR CONDOMINIUM PURPOSES
4TH SUBMITTAL - PREPARED 06/24/2025
PREPARED BY: DESIGNED BY: DRAWN BY: CHECKED BY: SCALE: AS SHOWN DA, RR DA

EL FIRE ACCESS SITE PLAN
C-8
LEGEND

ALLEY B ALLEY A ALLEY C ALLEY D ALLEY E ALLEY F
16 17
18 19
20 21
22 50
51 52
53 30
29 28
27 26
25 24
31 32 33
34 35
36 37
38 39
46 45
44 43
42 41
40 14
13 12
11 10
9 8
47 1
2 3
4 5
6 7
60 59 58 57 56 55 54

ACC ACC
ACC
ACC

ACC ACC
15 23
61 BLDG 1 BLDG 2 BLDG 3 BLDG 4 BLDG 5 BLDG 6
BLDG 8
ACC 48 49 BLDG 7

GLENWOOD DRIVE NATOMA DRIVE GOLF DRIVE ARGONAUT

ARGONAUT ARGONAUT
Docusign Envelope ID: 34282B03-3838-4F4E-8741-26B0D8D84B0E 2638
BLDG 1
BLDG 2
BLDG 3
BLDG 4 BLDG 5 BLDG 6
BLDG 8

EXISTING
WATER

T A N K

EXISTING

BUILDING
LEGEND
Project Entry with Enhanced Paving
Monument Signage with Specimen Tree
and Flowering Shrub/Groundcover
Concrete Sidewalk
Parking Area
Park / Open Space (Refer to L-2)
• Lawn
• BBQ Grill
• Overhead Shade Structure
• Picnic Table and Chairs
•Tot Lot
Accent Tree
Hedge Planting to Screen Utilities, AC
Units, and Retaining Wall
Vine Planting to Screen Retaining Wall
Evergreen Shrub at Garage Planting Pocket
Mailbox Cluster
Transformer
Retaining Wall with Guardrail
(Refer to L-3 and L-4)
Perimeter Fence (Refer to L-3 and L-4)
Existing Easement
Existing Tree to Remain with New
Groundcover
Property Line
Sight Triangle*
Residential Common Open Area (Refer to L-8)
Common Open Area Provided: 40,185.1 sqft (32.6%)
Minimum Parking Lot Landscaping
Parking Space On-site: (26) Stalls total
Parking Space with 10 or more Stalls: Parking Lot at Entry: 3,062 sqft, (18) Stalls.

Parking Lot Landscaping Area: 1,116 sqft (36.5%)
Note:
* Planting within sight triangle shall be
maintained under 30” in height.
1 87 1667 16 13
11 7 1174
1 17
17 7 16
3 12
4 12
1683
13 12
8 6
6 16
2345
5 5
678
119
12 13
14 14
15 16
17 15
10 GLENWOOD DRIVE

ARGONAUT

ALLEY A

ALLEY D

ALLEY E

ALLEY F

ALLEY B
103
9 94
94 2
BLDG 7
13’-6”
12’-10”
7’-3”
22’-2”
10’-6”
42’-7”
9’-0”
7’-0”
11’-5”
10’-0”
32’-0”

ALLEY C

07.16.25 ALISO VIEJO, CA
L-1

ARGONAUT -
Collaborative
0 10’ 20’ 40’
CONCEPTUAL LANDSCAPE SITE PLAN Scale: 1”= 20’-0”
2639
LEGEND
Lawn
Mailbox Cluster
Concrete Walk
BBQ Counter (3’ht.)
Overhead Shade Structure (12’ht. Max.)
Picnic Table
Bench
Play Equipment (5’ht.) with Play Safety
Surface
Trash Receptacle
Retaining Wall with Guardrail
(42”ht. Total)
Accent Tree
Modular Wetland System per Civil Engineer
1 1
2 3
4 5
6 7
8 8 9
10 11
12 KEYMAP
2 5
4 6
3 9
3 11
12 12
7 10

ALLEY A
BLDG 8
BLDG 1

EXISTING

BUILDING

ARGONAUT

GLENWOOD DRIVE

ARGONAUT

ALLEY A

ALLEY C ALLEY D

ALLEY E

ALLEY F

ALLEY B
4’ min.

07.16.25 ALISO VIEJO, CA
L-2

ARGONAUT -
Collaborative

CONCEPTUAL OPEN SPACE ENLARGEMENT PLAN
0 5’ 10’ 20’
Scale: 1”= 10’-0”
2640
LEGEND
Retaining Wall with Guardrail
(Refer to Civil’s Plan)
Perimeter Fence
Monument Signage Wall
BLDG 1
BLDG 2
BLDG 3
BLDG 4 BLDG 5 BLDG 6
BLDG 7
BLDG 8

ARGONAUT

EXISTING
WATER

T A N K

EXISTING

BUILDING

GLENWOOD DRIVE

ARGONAUT

ALLEY A

ALLEY C ALLEY D

ALLEY E

ALLEY F

ALLEY B

07.16.25 ALISO VIEJO, CA
L-3

ARGONAUT -
Collaborative

CONCEPTUAL WALL AND FENCE PLAN
0 10’ 20’ 40’
Scale: 1”= 20’-0”
2641
Maglin - Iconic Tables (Or Equal) Maglin - Iconic Backed/Backless Benches (Or Equal) Maglin - 250 Trash Container (Or Equal) MailboxUSA Picnic Table and Benches Bench Trash Receptacle BBQ Grill Mailbox

BBQGUYS
Electri-Chef Rubby Built-In (Or Equal)
• Stucco finish with precast concrete cap
• Color to match architecture
Retaining Wall with Guardrail

WALL AND FENCE DETAILS

SITE AMENITIES
• Tubular steel
• Paint Color: SW7048 Urbane Bronze or equal
Perimeter Fence
• Burnished CMU in stack bond pattern
• Precast concrete cap
• Color to match architecture
• Wood plank and stainless steel channel letter
Monument Signage Wall
42”
4’-0”
2’-0”
per Civil
10’-0”
42”

07.16.25 ALISO VIEJO, CA
L-4

ARGONAUT -
Collaborative

CONCEPTUAL WALL&FENCE DETAILS AND SITE AMENITIES
2642
LEGEND
Low Water Use
Irrigation Note:

1. All planting areas shall have a fully automatic irrigation system.

Utilization water conserving features such as low-precipitation rate heads; low-flow micro sprays or drip irrigation, water sensors and multiprogram controllers with weather station capability and drip circuit features. “Water Efficient Landscapes” irrigation system, scheduling and water use WELO calculations shall be designed to meet the requirements of the specifications of the City of Aliso Viejo.

2. All utility infrastructure and other potential conflicts including off site and below-grade that could affect irrigation design considered.

Medium Water Use
High Water Use
Hydrozone: Eto: KL LA Sq. Ft. Conversion SLA Sq. Ft. MAWA Landscaped Area 49.6 0.55 31,244 0.62 NA 528,449
MAWA= Maximum Applied Water Allowance (gallons per year) Eto= Reference Evapotranspiration from Appendix C (inches per year)

0.50= Evapotraspiration Adjustment Factor (ETAF)

1.0= ETAF for Sprcial Landscaped Area
LA= Landscaped Area includes Special Landscape Area (square feet)

0.62= Conversion Factor (to gallons per square foot)

0.3= the additional ET adjustment Factor for Special Landscape Area (1.0- 0.7= 0.3) SLA= Speical Landscape Area (square feet)
Applicant to fill in boxes below:

Eto (Reference Evapotranspiration from Appendix C inches per year) Landscaped Area includes Special Landscape Area (square feet) Speical Landscape Area (square feet)
Hydrozone: Eto: KL Sq. Ft. Conversion IE EAWU
Low Water Use 49.6 0.2 20,084 0.62 0.81 152,500
Medium Water Use S 49.6 0.5 9,534 0.62 0.81 180,981
High Water Use 49.6 0.8 1,626 0.62 0.73 54,798
Total EAWU: 31,244 388,278
EAWU= Estimated Applied Water Use (gallons per year)
Eto= Reference Evapotranspiration from Appendix C (inches per year) KI= Landscape Coefficient
LA= Landscaped Area (square feet)

0.62= Conversion Factor (to gallons per square foot)
IE= Irrigation Efficiency= IME X DU (See definication in Appendix E for exmaplne IE percentages) IME= Irrigation Management Efficiency (90%)
DU= Distribution Uniformity of Irrigation Head
KI= Ks x Kc x Kmc
Ks= species factor (range 1.0- 0.9) (see WUCOLS list for values) Kd= density factor (range 0.5- 1.3) (see WUCOLS list for density value) Kmc= microclimatic factor (range 0.5- 1.4) (see WUCOLS) Table A- PF (Plant Factor)
Cool Season Turf= 0.8
Warm Season Turf= 0.7
High Water Use Plants= 0.7 (can be between 0.7-0.9)
Moderate Water Use Plants= 0.5 (can be between 0.4-0.6) Low Water Use Plants= 0.2 (can be between 0.1-0.3)
Very Low Water Use Plants= 0.1
IE (Irrigation Efficiency)- Appendix E
Pop-up Stream Rotor= 0.73
Rotor Head= 0.76
Microspray= 0.76
Bubblers= 0.77
Drip Emitters= 0.81
Subsurface Irrigation= 0.81
Project Name: MH107- Aliso Viejo - Argonaut

WATER EFFICIENT WORK SHEET
Total EAWU = (Eto x KL x LA in Sq.ft. / IE)= Gallons per Year

49.6 31,244
0 Maximum Applied Water Allowance (MAWA)
Estimated Annual Water Use:

Total MAWA = (Eto x 0.50 x LA in Sq.ft. x 0.62)+(Eto x 1.0 x SLA in Sq.ft. x 0.62)= Gallons per year for LA + SLA Date: June 23, 2025
BLDG 1
BLDG 2
BLDG 3
BLDG 4 BLDG 5 BLDG 6
BLDG 7
BLDG 8

ARGONAUT

EXISTING
WATER

T A N K

EXISTING

BUILDING

GLENWOOD DRIVE

ARGONAUT

ALLEY A

ALLEY C ALLEY D

ALLEY E

ALLEY F

ALLEY B

07.16.25 ALISO VIEJO, CA
L-5

ARGONAUT -
Collaborative
0 10’ 20’ 40’
CONCEPTUAL IRRIGATION CALCULATION Scale: 1”= 20’-0”
2643

BOTANICAL NAME COMMON NAME SIZE SPACING
SHRUB SCHEDULE:

BOTANICAL NAME COMMON NAME SIZE FORM
TREE SCHEDULE:

BOTANICAL NAME COMMON NAME SIZE SPACING
GROUNDCOVER SCHEDULE:

BOTANICAL NAME COMMON NAME SIZE SPACING
VINE SCHEDULE:

Agonis flexuosa Australian Myrtle 24” box min. STD
Albizia julibrissin Silk Tree 24” box min. STD
Arbutus ‘Marina’ N.C.N. 24” box min. STD
Cassia leptophylla Gold Medallion Tree 24” box min. STD Chitalpa tashkentensis Chitalpa 24” box min. STD
Geijera parvifolia Australian Willow 24” box min. STD
Koelreuteria bipinnatta Chinese Flame Tree 24” box min. STD Laurus nobilis Sweet Bay 24” box min. STD
Olea europae ‘Wilsonii’ Fruitless Olive 24” box min. STD Pinus eldarica Afghan Pine 24” box min. STD
Pinus halepensis Aleppo Pine 24” box min. STD
Pinus spp Pine 24” box min. STD
Platanus acerifolia ‘Columbia’ London Plane Tree 24” box min. STD Prosopis chilensis ‘Phoenix’ Chilean Mesquite 24” box min. STD Quercus agrifolia Coast Live Oak 24” box min. STD
Quercus engelmannii Engelmann Oak 24” box min. STD
Quercus ilex Holly Oak 24” box min. STD
Quercus virginiana Southern Live Oak 24” box min. STD
Aeonium arboreum ‘Atropurpureum’ N.C.N. 5 gal 36” 0.c.

Agave attenuata ‘Nerva’ Agave 15 gal 36” 0.c.

Aloe barbadensis N.C.N. 5 gal 30” 0.c.

Aloe striata Coral Aloe 5 gal 30” 0.c.

Arbutus unedo ‘Compacta’ Dwarf Strawberry Tree 15 gal 48” 0.c.

Baccharis pilularis ‘Pigeon Point’ Dwarf Coyote Brush 5 gal 36” 0.c.

Bambusa multiplex ‘Alphonse Karr’ Bamboo 5 gal 30” 0.c.

Ceanothus ‘Heart’s Desire’ Heart’s Desire Ceanothus 5 gal 36” 0.c.

Ceanothus spp. Ceanothus 5 gal 36” 0.c.

Cotoneaster parneyi Red Clusterberry 5 gal 36” 0.c.

Dietes dicoler Fortnight Lily 5 gal 24” 0.c.

Dudleya caespitosa Dudleya 5 gal 36” 0.c.

Echium fastuosum Pride of Madeira 5 gal 36” 0.c.

Elaegnus pungens Silverberry 15 gal 48” 0.c.

Encelia californica California Encelia 5 gal 36” 0.c.

Feijoa sellowiana Pineapple Guava 15 gal 48” 0.c.

Festuca mairei Atlas Fescue 5 gal 30” 0.c.

Festuca ovina ‘Glauca’ Blue Fescue 5 gal 30” 0.c.

Hesperaloe parviflora Red Yucca 5 gal 36” 0.c.

Heteromeles arbutifolia Toyon 15 gal 48” 0.c.

Lantana montevidensis ‘ Alba’ Lantana 5 gal 30” 0.c.

Lavandula angustifolia ‘Mustead’ English Lavender 5 gal 30” 0.c.

Leptospermum scoparium New Zealand Tea Tree 5 gal 36” 0.c.

Leucophyllum F. White Cloud Texas Ranger 5 gal 36” 0.c.

Mimulus hybrids Monkey Flower 5 gal 36” 0.c.

Muhlenbergia rigens Deergrass 5 gal 30” 0.c.

Myrsine Africana African Boxwood 5 gal 30” 0.c.

Opuntia littoralis Prickly Pear 5 gal 48” 0.c.

Phormium tenax ‘Jack Sprat’ Flax 5 gal 36” 0.c.

Photinia fraseri Photinia 15 gal 36” 0.c.

Prunus ilicifolia Hollyleaf Cherry 15 gal 48” 0.c.

Pyracantha spp. Firethorn 5 gal 36” 0.c.

Rhamnis californica Coffeeberry 5 gal 36” 0.c.

Rhaphiolepis indica Indian Hawthorne 5 gal 36” 0.c.

Rhus integrifolia Lemonade Berry 5 gal 36” 0.c.

Romneya coulteri Matilija Poppy 5 gal 30” 0.c.

Rosa floribunda ‘Iceberg’ Iceberg Rose 5 gal 30” 0.c.

Rosa ‘Flower Carpet’ Flower Carpet Rose 5 gal 30” 0.c.

Rosmarinus officinalis Rosemary 5 gal 36” 0.c.

Salvia leucantha Mexican Blue Sage 5 gal 30” 0.c.

Salvia sonomensis ‘Dara’s Choice’ Creeping Sage 5 gal 30” 0.c.

Salvia spp. Sage 5 gal 30” 0.c.

Senecio mandraliscae German Ivy 5 gal 24” 0.c.

Bougainvillea ‘Barbara Karst’ Bougainvillea 15 gal 10’o.c.

Macfadyena unguis-cati Yellow Trumpet Vine 15 gal 10’o.c.

Note: All plants in this list are derive from City of Aliso Viejo’s Landscape Plant Palette of low water plants.

Acacia redolens ‘Low Boy’ Prostrate Acacia 1 gal 24”o.c.

Baccharis pilularis Coyote Bush 1 gal 24”o.c.

Ceanothus griseus horizontalis Carmel Creeper 1 gal 18”o.c.

Cerastium tomentosum Snow in summer 1 gal 24”o.c.

Cotoneaster parneyi Red Clusterberry 1 gal 24”o.c.

Cotoneaster dammeri ‘Lowfast’ Lowfast Clusterberry 1 gal 24”o.c.

Lantana Camara Lantana 1 gal 18”o.c.

Lantana montevidensis Creeping Lantana 1 gal 24”o.c.

Myoporum parvifolium Creeping Myoporum 1 gal 24”o.c.

Rosmarinus officinalis ‘Prostratus’ Creeping Rosemary 1 gal 24”o.c.

Senecio mandraliscae Blue Chalk Sticks 1 gal 18”o.c.

07.16.25 ALISO VIEJO, CA
L-6

ARGONAUT -
Collaborative

CONCEPTUAL PLANTING PALETTE
2644
NO. Botanical Name Common Name Size (DBH) Remove/Keep
1 Ficus aurea Florida Strangler Fig 6 trunks (5.5",8",13") Remove 2 Eucalyptus leucoxylon Yellow Gum 9" Remove
3 Eucalyptus leucoxylon Yellow Gum 7" Remove
4 Eucalyptus leucoxylon Yellow Gum 12.5" Remove
5 Eucalyptus leucoxylon Yellow Gum 12.5" Remove
6 Ficus aurea Florida Strangler Fig 6" Remove
7 Ficus aurea Florida Strangler Fig 4 trunks (8", 11", 13") Remove 8 Ficus aurea Florida Strangler Fig 6 trunks (7.5", 8", 12") Remove 9 Ficus aurea Florida Strangler Fig 7 trunks (6", 9",15") Remove 10 Lophostemon confertus Brisbane Box 6.5" Remove
11 Lophostemon confertus Brisbane Box 9.5" Remove
12 Lophostemon confertus Brisbane Box 8.5" Remove
13 Lophostemon confertus Brisbane Box 12" Remove
14 Lophostemon confertus Brisbane Box 13.5" Remove
15 Lophostemon confertus Brisbane Box 12" Remove
16 Lophostemon confertus Brisbane Box 9" Remove
17 Pinus eldarica Afghan Pine 16.5" Remove
18 Pinus eldarica Afghan Pine 17" Remove
19 Pinus eldarica Afghan Pine 12.5" Remove
20 Pinus eldarica Afghan Pine 13" Remove
21 Pinus eldarica Afghan Pine 14" Remove
22 Pinus eldarica Afghan Pine 15" Remove
23 Pinus eldarica Afghan Pine 15.5" Remove
24 Pinus eldarica Afghan Pine 17" Remove
25 Pinus eldarica Afghan Pine 14.5" Remove
26 Pinus eldarica Afghan Pine 12" Remove
27 Pinus eldarica Afghan Pine 14" Remove
28 Pinus eldarica Afghan Pine 17" Remove
29 Pinus eldarica Afghan Pine 19" Remove
30 Pinus eldarica Afghan Pine 17" Remove
31 Pinus eldarica Afghan Pine 17" Remove
32 Pinus eldarica Afghan Pine 16.5" Remove
33 Pinus eldarica Afghan Pine 18" Remove
34 Pinus eldarica Afghan Pine 15" Remove
35 Pinus eldarica Afghan Pine 14" Remove
36 Pinus eldarica Afghan Pine 12" Remove
37 Pinus eldarica Afghan Pine 18" Remove
38 Pinus eldarica Afghan Pine 15" Keep
39 Pinus eldarica Afghan Pine 14" Keep
40 Pinus eldarica Afghan Pine 15" Remove
41 Pinus eldarica Afghan Pine 5.6" Remove
42 Pinus eldarica Afghan Pine 4" Remove
43 Pinus eldarica Afghan Pine 1" Remove
44 Lophostemon confertus Brisbane Box 5" Remove
45 Lophostemon confertus Brisbane Box 5" Remove
46 Lophostemon confertus Brisbane Box 7" Remove
47 Lophostemon confertus Brisbane Box 9" Remove
48 Lophostemon confertus Brisbane Box 4.5" Remove
49 Lophostemon confertus Brisbane Box 4.5" Remove
50 Lophostemon confertus Brisbane Box 9" Remove
51 Lophostemon confertus Brisbane Box 7" Remove
52 Lophostemon confertus Brisbane Box 4" Remove
53 Lophostemon confertus Brisbane Box 8" Remove
54 Lophostemon confertus Brisbane Box 4.5" Remove
55 Lophostemon confertus Brisbane Box 6" Remove
56 Lophostemon confertus Brisbane Box 11" Remove
57 Ficus aurea Florida Strangler Fig 7 trunks (5", 9", 14") Remove 58 Ficus aurea Florida Strangler Fig 7.6" Remove
59 Lophostemon confertus Brisbane Box 7" Remove
60 Lophostemon confertus Brisbane Box 8" Remove
61 Lophostemon confertus Brisbane Box 13" Remove
62 Lophostemon confertus Brisbane Box 11" Remove
63 Ficus aurea Florida Strangler Fig 15" Remove
64 Ficus aurea Florida Strangler Fig 11" Remove
65 Cupaniopsis anacardioides Carrotwood 6" Remove
66 Cupaniopsis anacardioides Carrotwood 8" Remove
67 Cupaniopsis anacardioides Carrotwood 11.5" Remove
68 Cupaniopsis anacardioides Carrotwood 9" Remove
69 Cupaniopsis anacardioides Carrotwood 11" Remove
70 Cupaniopsis anacardioides Carrotwood 8" Remove
71 Cupaniopsis anacardioides Carrotwood 10" Remove
72 Cupaniopsis anacardioides Carrotwood 11" Remove
73 Ficus aurea Florida Strangler Fig 13" Remove
74 Lophostemon confertus Brisbane Box 8" Remove
75 Lophostemon confertus Brisbane Box 9" Remove
76 Lophostemon confertus Brisbane Box 6" Remove
77 Ficus aurea Florida Strangler Fig 9" Remove
78 Ficus aurea Florida Strangler Fig 8" Remove
79 Ficus aurea Florida Strangler Fig 9" Remove
Project Name: Argonaut, Aliso Viejo
1 2 3
4 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
29 30
31 32
33 34
35 36
37 38
39 40
41 44
45 46
47 48
49 50
51 52 53
54 57
58 59
60 61
62 63
64 65
66 69 68 67
70 71
72 73
74 75
76 77
78 79
56 55
42 43
5 6
7 GLENWOOD DRIVE

ARGONAUT

EXISTING
WATER

T A N K

EXISTING

BUILDING

07.16.25 ALISO VIEJO, CA
L-7

ARGONAUT -
Collaborative

EXISTING TREE INFORMATION
2645
LEGEND
Usable Open Space:
5,587.4 SQFT
Other Open Space:

Common Open Space Total:

Proposed Common Open Space Percentage:

Site Area:
40,185.1 SQFT

32.6%
123,275 SQFT
34,597.7 SQFT
BLDG 1
BLDG 2
BLDG 3
BLDG 4 BLDG 5 BLDG 6
BLDG 7
BLDG 8

ARGONAUT

EXISTING
WATER

T A N K

EXISTING

BUILDING

GLENWOOD DRIVE

ARGONAUT

ALLEY A

ALLEY C ALLEY D

ALLEY E

ALLEY F

ALLEY B
5,215.3 SQFT

07.16.25 ALISO VIEJO, CA
L-8

ARGONAUT -
Collaborative
0 10’ 20’ 40’
CONCEPTUAL COMMON OPEN SPACE CALCULATION Scale: 1”= 20’-0” 2646
GLENWOOD DR ALISO CREEK RD GLENWOOD DR ALISO VIEJO PKWY ALISO CREEK RD 73 Luminaire Schedule Symbol Qty Manufacturer Luminaire Lumens Luminaire Watts Total Watts Order Number Description Color Temperature 07 NLS LIGHTING FIXTURE: TRC-2-T2-16L-7-30K7-UNV-SGL-BLK-18 P1-STREET LIGHT TYPE 2 @18' MH 3000K 4385 36 252 POLE:TRAC POLE PORCH LIGHT GARAGE LIGHT TO BE SPECIFIED BY ARCHITECT TO BE SPECIFIED BY ARCHITECT TBD 06 ECOSENSE FIXTURE: F080-1S-MO-30-8-70-K-X-C D1- DOWN LIGHT 3000K 584 7.5 45 CANOPY PLATE: RISE-CANOPY-04-Z 6067 TBD TBD TBD TBD TBD TBD TBD TBD TBD 01 NLS LIGHTING FIXTURE: TRC-1-T2-16L-40-30K7-UNV-SGL-BLK-HSS-12 P2-PEDESTRIAN LIGHT TYPE 2 HSS @12'MH 3000K 1775 18 18 POLE:TRAC POLE 05 NLS LIGHTING FIXTURE: TBL-42-T2-16L-175-30K7-UNV-AB-BLK B1-BOLLARD LIGHT TYPE 2 @3.5'MH 3000K 774 10 50 ARGONAUT - CONCEPTUAL PLAN 01 of 6 JUNE 25, 2025 SUMMARIES AND SCHEDULES SHEET INDEX 1 SUMMARIES & SCHEDULES 2 LIGHTING PLAN 1 3 SPECIFICATION: STREET LIGHT 4 SPECIFICATION: PEDESTRIAN LIGHT 5 SPECIFICATION: BOLLARD LIGHT 6 SPECIFICATION: DOWN LIGHT SITE LOCATION SITE MAP ALISO VIEJO, CALIFORNIA PROPOSED LIGHTING GLENWOOD DR ARGONAUT ARGONAUT SHEET 2 MAKE: MODEL: QTY: WATTAGE: SPEC: ECOSENSE LIGHTING RISE-DOWN LIGHT 67.5 06 MAKE: MODEL: QTY: WATTAGE: SPEC: NLS- STREET LIGHT TRC-2-STREET LIGHT 73603 MAKE: MODEL: QTY: WATTAGE: SPEC: NLS- STREET LIGHT TRC-1-PEDESTRIAN LIGHT 01 1804 MAKE: MODEL: QTY: WATTAGE: SPEC: NLS LIGHTING TBL-BOLLARD LIGHT 051005 2647

1.1 1.2 1.6 2.1 2.0 1.7 1.4 1.1 1.2 1.5 2.3 3.1 3.2 1.8 1.3 1.1 0.3 0.4 1.0 0.3 0.6 0.6 0.4 0.6 0.3 0.5 0.5 0.6 0.6 0.5 1.0 0.4 0.7 2.6 2.0 1.5 1.2 1.4 2.5 0.6 0.5 0.9 0.4 0.7 0.5 0.6 1.6 4.6 0.5 0.4 0.5 0.3 0.5 0.4 0.6 1.6 5.5 0.4 0.5 0.8 0.4 0.7 0.5 0.6 1.3 3.2 0.6 0.5 0.8 0.4 0.8 0.5 0.3 0.5 0.4 0.6 0.4 0.6 0.3 0.2 0.4 0.5 0.6 0.4 0.6 0.4 0.2 0.6 0.5 0.8 0.4 0.7 0.5 0.2 0.6 0.5 0.7 0.4 0.7 0.5 0.2 0.7 0.4 0.5 0.3 0.5 0.7 0.3 0.6 0.5 0.7 0.3 0.7 1.2 0.5 0.9 0.5 0.3 0.3 0.5 1.3 1.4 0.5 3.5 1.8 1.2 1.1 0.6 0.4 0.5 0.5 0.7 0.8 0.9 0.7 0.6 0.5 0.4 0.3 0.3 0.6 1.2 1.5 1.8 4.5 5.8 4.9 1.9 1.5 1.2 0.6 0.3 0.3 0.9 1.5 0.5 1.7 1.9 1.5 1.4 1.1 0.8 0.6 0.7 1.1 1.4 1.8 3.7 3.2 2.8 1.6 1.2 0.9 0.4 0.3 0.6 0.9 1.0 1.0 1.2 1.3 1.2 1.0 0.9 0.8 0.7 0.5 0.5 1.5 2.2 0.7 0.7 0.5 0.4 2.8 1.7 1.0 0.7 0.6 1.5 1.7 2.1 1.4 2.7 3.4 0.8 0.7 0.5 0.2 0.2 3.1 0.8 0.7 0.6 0.1 0.1 1.9 0.6 0.6 0.1 0.1 1.4 0.6 0.5 0.1 0.1 0.5 0.4 0.2 0.3 0.4 0.5 0.4 0.4 0.5 0.5 0.4 0.4 0.5 0.4 0.4 0.4 0.4 0.5 0.2 0.2 0.5 0.5 0.1 0.1 0.5 0.4 0.1 0.1 0.4 0.4 0.0 0.0 0.3 0.2 0.1 0.0 0.0 0.0 0.0 0.0 0.0

0.0 0.0 0.0 0.0

0.0 0.0

0.0 0.0 0.0

0.0 0.0

0.0 0.0 0.0

0.0 0.0

0.0 0.0 0.0

0.0 0.0

0.0 0.0 0.0

0.0 0.0

0.0 0.0 0.0

0.0 0.0

0.0 0.0 0.0

0.0 0.0 0.0 0.0 0.0 0.0 0.0

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

0.0 0.0 0.0

0.0 0.0

0.0 0.0 0.0 0.0 0.20.20.30.70.70.40.30.20.30.40.80.71.67.111.0 7.11.20.3 0.5 1.00.90.90.70.60.5 0.4 0.6 0.20.31.29.215.5 8.91.50.20.40.80.60.40.20.20.30.60.90.50.3 1.0 1.0 0.9 0.9 1.1 1.5 0.6 0.4 0.2 0.2 0.3 0.4 0.30.40.50.60.60.40.40.40.50.60.70.60.40.40.40.60.70.80.70.60.50.40.30.40.4 0.20.30.51.31.40.50.30.30.50.60.60.40.30.20.20.20.20.20.20.30.30.30.30.40.6 0.7 0.5 0.2 0.3 5.4 10.5 10.5 5.3 0.9 1.0 2.12.31.71.00.60.50.40.50.60.7 0.6 0.7 0.5 0.2 0.2 1.3 0.5 0.4 0.3 0.2 0.2 0.3 0.4 0.4 0.4 0.3 0.2 0.2 0.2 0.3 0.3 0.2 0.2 0.2 1.1 5.6 8.4 5.2 1.70.90.60.60.70.70.80.70.81.01.21.62.12.52.31.81.31.00.80.70.70.60.5 0.30.62.14.02.33.83.43.14.0 ANY CHANGE OR DEVIATION FROM THE LIGHTING SPECIFICATIONS ON PLAN SHALL INVALIDATE THIS PHOTOMETRIC ANALYSIS. NOTE: ARGONAUT - CONCEPTUAL PLAN 02 of 6 JUNE 25, 2025 LIGHTING PLAN 0' 15' 30' 60' SCALE: 1"=30'-0" NORTH N.T.S. NORTH KEY MAP GLENWOOD DR ARGONAUT ARGONAUT SHEET 2 MAKE: MODEL: QTY: WATTAGE: SPEC: ECOSENSE LIGHTING RISE-DOWN LIGHT 67.5 06 MAKE: MODEL: QTY: WATTAGE: SPEC: NLS- STREET LIGHT TRC-2-STREET LIGHT 73603 MAKE: MODEL: QTY: WATTAGE: SPEC: NLS- STREET LIGHT TRC-1-PEDESTRIAN LIGHT 01 1804 MAKE: MODEL: QTY: WATTAGE: SPEC: NLS LIGHTING TBL-BOLLARD LIGHT 051005 GLENWOOD DR

ARGONAUT ARGONAUT
2648
ARGONAUT - CONCEPTUAL PLAN 03 of 6 JUNE 25, 2025 SPECIFICATION: STREET LIGHT MAKE: MODEL: QTY: WATTAGE: SPEC: NLS- STREET LIGHT TRC-2-STREET LIGHT 73603 2649
ARGONAUT - CONCEPTUAL PLAN 04 of 6 JUNE 25, 2025 SPECIFICATION: PEDESTRIAN LIGHT MAKE: MODEL: QTY: WATTAGE: SPEC: NLS- STREET LIGHT TRC-1-PEDESTRIAN LIGHT 01 1804 2650
ARGONAUT - CONCEPTUAL PLAN 05 of 6 JUNE 25, 2025 SPECIFICATION: BOLLARD LIGHT MAKE: MODEL: QTY: WATTAGE: SPEC: NLS LIGHTING TBL-BOLLARD LIGHT 051005 2651
ARGONAUT - CONCEPTUAL PLAN 06 of 6 JUNE 25, 2025 SPECIFICATION: DOWN LIGHT MAKE: MODEL: QTY: WATTAGE: SPEC: ECOSENSE LIGHTING RISE-DOWN LIGHT 67.5 06 2652

Page 1 of 6 ends

ORDINANCE NO. 2026-___

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ALISO

VIEJO, CALIFORNIA, APPROVING A DEVELOPMENT AGREEMENT
BETWEEN THE CITY AND MLC HOLDINGS, INC. FOR THE
DEVELOPMENT OF A 61-UNIT RESIDENTIAL TOWNHOME
COMMUNITY LOCATED AT 95 ARGONAUT (APN: 623-091-01)
WHEREAS, the City of Aliso Viejo (“City”) has found that development agreements strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved;
WHEREAS, pursuant to California Government Code section 65864 et seq., the City of is authorized to enter into development agreements providing for the development of land under terms and conditions set forth therein;
WHEREAS, on October 24, 2024, MLC Holdings, Inc. (“Applicant”) submitted a general plan amendment, zone change, vesting tentative tract map, site development permit, and a development agreement application to demolish an existing office building to accommodate the construction of a multi-family residential community at 95 Argonaut (“Project”);
WHEREAS, because of the logistics, magnitude of the expenditure and considerable lead time prerequisite to planning and developing the Project, Developer has proposed to enter into a development agreement concerning the Project (“Development Agreement”) to provide assurances that the Project can proceed without disruption caused by a change in the City's planning policies and requirements except as provided in the Development Agreement, which assurance will thereby reduce the actual or perceived risk of planning for and proceeding with development of the Project;
WHEREAS, the City Council has determined that by entering into the Development Agreement: (i) the City will promote orderly growth and quality development on the Property in accordance with the goals and policies set forth in the General Plan; (ii) significant benefits will be created for City residents and the public generally from increased housing, parks and or park improvements, and the public gathering opportunities created by the Project;
WHEREAS, it is the intent of the City and Applicant to establish certain conditions and requirements related to review and development of the Project which are or will be the subject of subsequent development applications and land use entitlements for the Project as well as the Development Agreement;
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WHEREAS, the City and Applicant have reached mutual agreement and desire to voluntarily enter into the Development Agreement to facilitate development of the Project subject to the conditions and requirements set forth therein; WHEREAS, the Development Agreement contains, including, without limitation, property owner’s vested right to complete development of the Project with governing land use regulations applicable at the time of approval; defines the scope of the Project; and identifies the public benefit obligations of the Applicant; WHEREAS, on November 6, 2024, the City Council held a duly noticed public review to receive and provide initial feedback on concept plans for the Project; WHEREAS, on November 5, 2025, the City Council held a study session to discuss development agreements and impact fees;
WHEREAS, on November 19, 2025, the City Council held a duly noticed public hearing, discussed the parameters of the public benefit contributions of the Development Agreement, and continued the meeting to December 3, 2025, to allow the Applicant additional time to address easement encroachment issues with the Aliso Viejo Community Association;
WHEREAS, the public benefits include, among other things, park in-lieu fees, as authorized by law and the City’s ordinances, to rehabilitate and improve existing open space and recreational facilities in the City, including but not limited to, the Aquatic Center, Iglesia Community Center and Park, and the Ranch (“Facilities”) in order to maintain the City’s high standard of recreation and community services while accommodating a growing population, including future residents of the proposed subdivision; WHEREAS, residents throughout the City regularly use the Facilities due to the variety of programs and services offered. Although the Facilities are located outside of the subdivision, future residents of the subdivision will undoubtedly use and benefit from use of the Facilities as well;
WHEREAS, on December 3, 2025, the City Council held a duly noticed public hearing and introduced the Ordinance;
WHEREAS, on January 21, 2025, the City held a duly noticed public hearing, at which time all interested persons had the opportunity to appear and be heard; and WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ALISO VIEJO DOES ORDAIN AS FOLLOWS:
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Section 1: Incorporation of Recitals. The City Council hereby finds and determines that all of the recitals set forth above are true and correct. The above recitals are hereby incorporated as substantive findings of this Ordinance.

Section 2. CEQA. Pursuant to the California Environmental Quality Act (Public Resources Code, § 21000 et seq.) and State CEQA Guidelines (California Code of Regulations, title 14, § 15000 et seq.) (Collectively, “CEQA”), the City Council adopted Resolution No. __________, determining that there is no substantial evidence that the approval of the Project associated with the Development Agreement would result in a significant adverse effect on the environment, provided appropriate mitigation measures, as identified in the MMRP, are imposed on the Project.

Section 3. Findings. Pursuant to AVMC 15.82.010 (Development Agreement and Other Actions), the City Council determined that approving the Development Agreement is in the best interest of the City and for the common benefit of residents, and hereby makes the following findings of fact and approves the Development Agreement between the City and the Applicant as set forth in Exhibit “A”, which are attached hereto and incorporated herein by reference.

1. Public Welfare. Approval of the development agreement will not create conditions materially detrimental to public health, safety and general welfare. The development agreement includes provisions to ensure compliance with applicable land use regulations, defines the scope of the Project, and identifies the public benefit obligations of the Applicant. The Project is compatible with adjacent multifamily and single-family communities in terms of layout, architectural style, materials, and open space; the site is served by existing infrastructure, including roads, utilities, and public services sufficient to support residential development; that the environmental assessment determined impacts would be less than significant with mitigation; the Project advances the City’s housing goals by creating new housing opportunities; and future construction will be subject to plan check review and inspection to ensure compliance with all applicable building and safety standards.

2. General Plan Consistency. The development agreement is consistent with the goals, objectives, and policies of the general plan and any applicable specific plan.

The Project is consistent with the goals and policies of the Conservation and Open Space, Housing, and Land Use element in that the Project promotes orderly growth, provides a compatible transition between non-residential and residential uses, supports housing objectives by creating new residential opportunities, and utilizes existing infrastructure in a manner consistent with the community’s longterm vision and planning framework. The Project is also subject to mitigation measures and conditions of approval that address potential impacts related to traffic, noise, air quality, and emergency access. The Development Agreement incorporates, among other provisions, the scope of the Project, compliance with governing regulations, and the Applicant’s public benefit obligations. 2655

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Section 4. Minor Modifications. The City Council hereby approves the Development Agreement attached hereto as Exhibit “A” and authorizes the Community Development Director to make any further minor, non-substantive changes and modifications thereto.

Section 5. Effective Date. This Ordinance shall not take effect unless and until General Plan Amendment GPA-2025-00002, Zone Change ZC-2025-00002, Vesting Tentative Tract Map 19340, and Site Development Permit SDP-2024-00001 are each approved by the City Council and have become effective, and the Development Agreement is executed by both parties.

Section 6. Severability. If any provision of this Ordinance or its application to any person or circumstance is held to be invalid by a court of competent jurisdiction, such invalidity has no effect on the other provisions or applications of the Ordinance that can be given effect without the invalid provision or application, and to this extent, the provisions of this Ordinance are severable. The City Council declares that it would have adopted this Ordinance irrespective of the invalidity of any portion thereof.

Section 7. City Clerk’s Certification. The City Clerk shall certify to the adoption of this Ordinance and cause a summary thereof to be published five days prior to the date of adoption of this Ordinance, and, within 15 days after adoption, the City Clerk shall cause to be published the aforementioned summary and shall post a certified copy of this Ordinance, together with the vote for and against the same, in the Office of the City Clerk.

Section 8. The Mayor, City Manager, and City Clerk or their designees, are authorized to take such actions to affect execution, recordation, and enforcement of this Ordianance and the Development Agreement.

PASSED, APPROVED AND ADOPTED this ___ day of ______, 2026. __________________________
[Insert Name]
Mayor
APPROVED AS TO FORM: ATTEST:

___________________________ ___________________________ Scott C. Smith, City Attorney Kathy Bailor, Interim City Clerk 2656

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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.

CITY OF ALISO VIEJO )
I, Kathy Bailor, Interim City Clerk of the City of Aliso Viejo, California, DO HEREBY CERTIFY that the foregoing is the original of Ordinance No. 2025-__ duly passed and adopted by the City Council of the City of Aliso Viejo at their regular meeting held on the ___ day of _____ 2026, by the following roll call vote, to wit:

AYES:

NOES:

ABSENT:
___________________________

KATHY BAILOR,

INTERIM CITY CLERK
(SEAL)
I hereby certify that the foregoing is the original of Ordinance No. 2026-__ duly passed and adopted by the Aliso Viejo City Council at its regular meeting held ________, 2026, and that the Summary of the Ordinance was published on ______ and ______ in the Laguna Niguel News.
___________________________

KATHY BAILOR,

INTERIM CITY CLERK
(SEAL)
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Exhibit “A”
Development Agreement
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60367.01460\44363778.1

RECORDED AT REQUEST OF
AND WHEN RECORDED RETURN TO:

City of _____________
Address
________, California ______
Attn: City Manager
Fee Exempt - Gov't Code §6103
(Space above for Recorder's Use)

DEVELOPMENT AGREEMENT
between

THE CITY OF ALISO VIEJO,
a California municipal corporation
and
______________ WHICH WILL DO BUSINESS IN CALIFORNIA AS
_______________, A _____________ LIMITED-LIABILITY COMPANY 2659
60367.01460\44363778.1 2
THIS DEVELOPMENT AGREEMENT (“Agreement”) is entered into by and between THE CITY OF ALISO VIEJO, a California municipal corporation (“City”), and _____________. which will do business in California as ___________, a _________limited-liability company (“Owner”) with reference to the following facts:

RECITALS.

A. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted the “Development Agreement Statute,” Sections 65864 et seq., of the Government Code. City, a general law city, is authorized by the Development Agreement Statute to enter into development agreements with persons and entities having legal or equitable interests in real property for the purpose of establishing predictability for both City and the property owner in the development process. Owner has requested that City enter into a development agreement for the development of the Property, as defined below. City enters into this Agreement pursuant to the provisions of the California Government Code, the City’s General Plan, the City Municipal Code, and applicable City policies.

B. Owner has a legal or equitable interest in that certain real property consisting of approximately 2.85 acres of land located in the City of Aliso Viejo, County of Orange, State of California, more particularly described in Exhibit “A” (the “Property”).

Owner desires to develop the Property for residential uses.

C. This Agreement is intended to ensure that Owner has provided funding sufficient to provide the adequate and appropriate public recreational facilities and services required by the development of the Property.

D. This Agreement also assures that the development will assist the City in meeting its goals for the provisions of affordable housing by contributing to the City’s affordable housing stock.

E. This Agreement further assures that development of the Property may occur in accordance with City’s General Plan, as amended by the General Plan Amendment and Zone Change. The development of the Property pursuant to the Existing Land Use Regulations, this Agreement, the Subsequent Land Use Regulations to which Owner has consented in writing, and Subsequent Development Approvals (as each of those terms and phrases is defined within this Agreement) shall be referred to as the “Development Plan.”
F. This Agreement constitutes a current exercise of City’s police powers to provide predictability to Owner in the development approval process by vesting the permitted use, density, intensity of use, and timing and phasing of development consistent with the Development Plan in exchange for Owner’s commitment to provide significant public benefits to City (the “Public Benefits”) as set forth in Section 9.

G. The provision by Owner of the Public Benefits allows the City to realize significant economic, recreational, park, open space, educational, social, and public 2660
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facilities benefits. The Public Benefits will advance the interests and meet the needs of Aliso Viejo’s residents and visitors.

H. In return for Owner’s participation and commitment to these significant contributions of private resources for public purposes, City is willing to exercise its authority to enter into this Agreement and to make a commitment of predictability for the development process for the Property. Absent City’s willingness to make such a commitment, Owner would be unwilling to enter into this Agreement or make the significant investment of resources identified in this Agreement.

AGREEMENT
City and Owner agree as follows:

1. INTEREST OF OWNER. Owner represents that it has a legal or equitable interest in the Property and is authorized to enter into this Agreement.

2. PUBLIC HEARINGS. On December 3, 2025, after providing notice as required by law, the City Council held a public hearing on this Agreement and made the findings set forth in Section 3.

3. CITY COUNCIL FINDINGS. The City Council finds that:

3.1 Subject to the approval of the General Plan Amendment and Zone Change becoming effective on or before the Effective Date, this Agreement is consistent with City’s General Plan.

3.2 This Agreement ensures a desirable and functional community environment, provides effective and efficient development of public facilities, infrastructure, and services appropriate for the development of the Project, enhances effective utilization of resources within the City, provides assurances to the developer in an effort to control the cost of housing and development to the consumer, and provides other significant benefits to the City and its residents.

3.3 This Agreement provides public benefits beyond those which are necessary to mitigate the development of the Project.

3.4 This Agreement strengthens the public planning process, encourages private participation in comprehensive planning, particularly with respect to the implementation of the City’s General Plan, and reduces the economic costs of development and government.

3.5 The best interests of the citizens of the City and the public health, safety, and welfare will be served by entering into this Agreement.

4. CONTINUING OBLIGATIONS. This Agreement binds the City now and in the future. By approving this Agreement, the City Council has elected to exercise 2661
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certain governmental powers at the time of entering into this Agreement rather than deferring its actions to some undetermined future date. The terms and conditions of this Agreement have undergone extensive review by the City staff and the City Council and have been found to be fair, just, and reasonable. City has concluded that the Project will serve the best interests of its citizens and that the public health, safety, and welfare will be best served by entering into this Agreement.

5. DEFINITIONS. In this Agreement, unless the context otherwise requires, the following terms and phrases shall have the following meanings:

5.1 “Agreement” shall mean this Development Agreement between the City and Owner. The term “Agreement” shall include any amendment properly approved and executed pursuant to Section 7.5.

5.2 “Approval Date” means the date on which the City Council conducted the first reading of the ordinance adopting this Agreement. That date is December 3, 2025.

5.3 “City” shall mean the City of Aliso Viejo, a California municipal corporation.

5.4 “City Council” shall mean the governing body of the City.

5.5 “City Municipal Code” shall mean the Aliso Viejo Municipal Code. However, changes to the Aliso Viejo Municipal Code occurring between the Approval Date and the Effective Date shall not be considered part of the City Municipal Code for purposes of this Agreement without Owner’s prior written consent.

5.6 “Day” refers to a calendar day unless specifically stated as a “business day.”

5.7 “Default” shall refer to a Major Default or Minor Default as defined herein.

5.8 “Development” shall mean the improvement of the Property for the purposes of completing the structures, improvements, and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and private facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; the installation of landscaping; and other improvements.

5.9 “Development Approvals” shall mean all permits and other entitlements approved or issued by the City for the use of, construction upon, and/or development of the Property. For the purposes of this Agreement, Development Approvals shall be deemed to include, but are not limited to, the following actions, including revisions, addenda, amendments, and modifications to these actions:
a. this Agreement;
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b. amendments to this Agreement;
c. amendments to the General Plan;
d. tentative and final subdivision and tract maps;
e. site development permit;
f. zoning;
g. grading and building permits;
h. certificates of compliance;
i. street, drainage, utility, stormwater, and landscape permits; j. occupancy permits; and
k. environmental review documents for the Project.

5.10 “Development Impact Fees” shall mean all fees established and imposed upon the Project by the City and this Agreement.

5.11 “Development Plan” means the Existing Land Use Regulations, the Development Approvals, this Agreement, the Subsequent Land Use Regulations to which Owner has consented in writing, and Subsequent Development Approvals.

5.12 “Effective Date” shall mean the later of: (i) date the ordinance adopting this Agreement becomes effective; or (ii) expiration of the period provided by applicable law, including but not limited to Government Code Section 65009, for challenging the General Plan Amendment.

5.13 “Existing Land Use Regulations” means all Land Use Regulations in effect on the Effective Date, including the General Plan Amendment and Zone Change (including the range of Units approved for the Project by the General Plan Amendment). However, changes to Land Use and Zoning Regulations occurring between the Approval Date and the Effective Date shall not be considered part of the Existing Land Use or Zoning Regulations without Owner’s prior written consent. Owner has consented to the General Plan Amendment and Zone Change, which shall be considered part of the Existing Land Use and Zoning Regulations.

5.14 “Final Map” refers to the final map which may be filed with respect to any Tentative Map, including the First Tentative Map, as set forth in Section 66456 et seq. of the Subdivision Map Act.
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5.15 “First Tentative Map” shall mean the first Tentative Map for the Project which is approved by the City prior to or concurrent with the Effective Date of this Agreement. Owner may submit more than one Tentative Map to be considered concurrently as the First Tentative Map.

5.16 “First Tentative Map Submittal Package” shall mean the package of materials to be submitted with the Owner’s application for the First Tentative Map, which shall include the site development permit for the Project.

5.17 “General Plan” shall mean the general plan of the City.

5.18 “General Plan Amendment” shall refer to the amendment of the City’s General Plan on December 3, 2025, for the Property. A copy of the General Plan Amendment is attached as Exhibit “B”.

5.19 “Implementing Agreement” refers to any agreement entered into by Owner and the City for the implementation of obligations established in this Agreement.

5.20 “Land Use Regulations” shall mean all ordinances, resolutions, codes, rules, regulations and official policies of the City governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, timing and phasing of development, the maximum height and size of buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement, construction, and initial occupancy standards and specifications applicable to the Project. Land Use Regulations do not include any City ordinance, resolution, code, rule, regulation or official policy governing:
• The conduct or taxation of businesses, professions, and occupations applicable to all businesses, professions, and occupations in the City;
• Taxes and assessments of general application upon all residents of the City, provided that the taxes and assessments are not imposed for the purpose of taxing the right, power or privilege of developing or improving land (e.g., excise tax) or to directly finance the acquisition or dedication of open space or any other public improvement in respect of which the Owner is paying any fee (directly or through a Financing District) or providing any improvement pursuant to this Agreement;
• The control and abatement of nuisances.

5.21 “Major Default” refers to the material and substantial failure by (1) Owner to timely meet Owner’s Public Benefit obligations, or (2) City’s failure to issue Subsequent Development Approvals in accordance with its obligations 2664
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under this Agreement, or (3) either Party to provide the agreed upon cooperation needed to implement the Public Benefits and/or the development of the Property pursuant to the Development Plan, including but not limited to a failure to comply with the terms of any Implementing Agreement. This definition is not intended to expand or limit the legal definition of “materiality,” but only to establish the agreement of the Parties as to the nature of a default which could lead to an early termination of this Agreement.

5.22 “Minor Default” means a failure by Owner or City to comply with the terms and conditions of this Agreement which is not a “Major Default” as defined herein.

5.23 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device, a lender, and their successors and assigns.

5.24 “Owner” refers to _________., which will do business in California as ____________, and Owner’s successors and assigns as set forth in Section

14.14. 5.25 “Owner’s Vested Right” refers to Owner’s guaranteed right to develop the Property as set forth in this Agreement, with particular reference to Section

8. 5.26 “Paragraph” means a lettered or numbered paragraph of an Exhibit to this Agreement, unless specifically stated to refer to another document or matter. (Note below that “Section” means a lettered or numbered section of the main body of this Agreement.) A reference to a Paragraph includes all subparagraphs of that Paragraph.

5.27 The “Parties” means the City and Owner. A “Party” refers to either the City or the Owner.

5.28 “Per Square Foot” is a term used in calculating fees owed per Unit. The actual square footage of a Unit, excluding the garage, shown on the final approved construction plans shall be used in calculating the square footage of a Unit, provided such plans are consistent with all City Council approvals for the Project.

5.29 “Project” means the development of the Property as set forth in the Development Plan.

5.30 “Property” means the real property described in Exhibit “A”.

5.31 “Public Benefits” refers to those benefits provided to the City and the community by Owner pursuant to Section 9 and Exhibit “C” below. 2665
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5.32 “Reservation of Authority” means the rights and authority specifically reserved to City which limits the assurances and rights provided to the Owner under this Agreement. The Reservation of Authority is described in Section 8.6.

5.33 “Section” refers to a numbered section of this Agreement, unless specifically stated to refer to another document or matter.

5.34 “Subsequent Development Approvals” means all Development Approvals and permits approved, granted, or issued after the Effective Date for the Project which are required or permitted by the Existing Land Use Regulations, the Subsequent Land Use Regulations to which Owner has consented in writing, and this Agreement. Subsequent Development Approvals include, without limitation, all development review approvals required under the Subdivision Map Act, the City’s subdivision ordinance and/or other provisions of the City Municipal Code, site development permits, excavation, grading, building, construction, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, drainage, landscape, or other permits or approvals necessary for the grading, construction, marketing, use and occupancy of the Project.

5.35 “Subsequent Land Use Regulations” means those Land Use Regulations which are both adopted and effective after the Approval Date and which are not included within the definition of Existing Land Use Regulations. “Subsequent Land Use Regulations” include any Land Use Regulations adopted by moratorium by initiative, City action, or otherwise

5.36 “Tentative Map” shall mean any tentative map, as defined in the Subdivision Map Act and the City Municipal Code, for the Project, including the First Tentative Map. With the approval of any Tentative Map, the City shall identify the conditions that shall be satisfied to process the map.

5.37 “Term” means the term of this Agreement as set forth in Section 7.2 of this Agreement.

5.38 “Unit” means a residential dwelling unit within the Project. This definition is provided solely for the purposes of determining the uses which may be built as a part of the Project and, if applicable, for calculating the City Fee described in Exhibit “C”, and is not intended to allow for conversion of nonresidential uses to residential uses.

5.39 “Very Low Income Household” means persons and families whose income does not exceed fifty percent (50%) of the then-current area median income of the County of Orange adjusted for family size by the State Department of Housing and Community Development in accordance with adjustment factors adopted and amended from time to time by the United States 2666
60367.01460\44363778.1 9
Department of Housing and Urban Development pursuant to Section 8 of the United States Housing Act of 1937, as amended, and California Health and Safety Code Section 50105, as it may be amended from time-to-time.

In no event, however, shall the maximum annual income for a Very Low Income Household be, for purposes of this Agreement, less than fifty percent (50%) of the then-current area median income of the County of Orange.

6. EXHIBITS. All exhibits attached to this Agreement are incorporated as a part of this Agreement. Those exhibits are:

Exhibit Description
“A” Legal Description of the Property
“B” General Plan Amendment
“C” Public Benefits
“D” Density Bonus Housing Agreement
“E” Assignment and Assumption Agreement

7. GENERAL PROVISIONS.

7.1 Binding Effect of Agreement. This Agreement shall be recorded against the Property and shall run with the land. The Development shall be carried out only in accordance with the terms of this Agreement. Until released or terminated pursuant to the provisions of this Agreement or until Owner has fully performed its obligations arising out of this Agreement, no portion of the Property shall be released from this Agreement.

7.2 Term of Agreement. The Term shall commence on the Effective Date. The Term shall continue for a period of ten (10) years from the Effective Date, subject to the following:

7.2.1 Extensions of Term. The Term shall be extended for periods equal to the time during which:

7.2.1.1 Litigation is pending which challenges any matter, including compliance with CEQA or any other local,
state, or federal law, related in any way to the approval or implementation of all or any part of the Development Plan. Any such extension shall be equal to the time
between the filing of litigation, on the one hand, and the entry of final judgment or dismissal, on the other. All such extensions shall be cumulative.
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7.2.1.2 Any application by Owner for state or federal regulatory permits and/or approvals required for the Project has
been pending more than one year after its submittal,
beginning on the 366th day following its submittal for
approval.

7.2.1.3 Any other delay occurs which is beyond the control of the Parties, as described in Section 14.10.

7.2.2 During the Term, certain portions of the Property may be released from this Agreement as provided elsewhere in this Agreement.

7.2.3 As provided in Section 7.3 and elsewhere within this Agreement, the Term may end earlier than the end of the Term specified in this Section.

7.3 Termination. This Agreement shall be deemed terminated and of no further effect upon the earlier occurrence of any of the following events:

7.3.1 Expiration of the Term as set forth in Section 7.2;

7.3.2 Entry of a final judgment setting aside, voiding, or annulling the adoption of the ordinance approving this Agreement;

7.3.3 The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement;

7.3.4 Completion of the Project in accordance with the terms of this Agreement, including issuance of all required occupancy permits and acceptance, as required by state law, by City, or the applicable public agency, of all required dedications and the satisfaction of all of Owner’s obligations under this Agreement; and

7.3.5 As may be provided by other specific provisions of this Agreement.

7.4 Effect of Termination. Subject to Section 8.9, upon any termination of this Agreement, the only rights or obligations under this Agreement which either Party shall have are:

7.4.1 The completion of obligations which were to have been performed prior to termination, other than those which are separately addressed by Section 12;

7.4.2 The performance and cure rights set forth in Section 12; and

7.4.3 Those obligations that are specifically set forth as surviving this Agreement, such as those described in Section 9 and in Sections

11.1 through 11.7 and Section 14.15.
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7.5 Amendment or Cancellation of Agreement. This Agreement may be amended from time to time or canceled only by the written consent of both City and Owner in the same manner as its adoption, as set forth in California Government Code Section 65868. Any amendment or cancellation shall be in a form suitable for recording in the Official Records of Orange County, California. An amendment or other modification of this Agreement will continue to relate back to the Effective Date of this Agreement (as opposed to the effective date of the amendment or modification), unless the amendment or modification expressly states otherwise.

7.6 Release of Obligations With Respect to Individual Unit Upon Certification of Occupancy. Notwithstanding any other provision of this Agreement:

7.6.1 When any individual unit has been finally subdivided and sold, leased, or made available for lease to a member of the public or any other ultimate user, and a certificate of occupancy has been obtained for the building(s) on the lot, that unit and its owner shall have no further obligations under and shall be released from this Agreement.

7.6.2 Upon the conveyance of any lot, parcel, or other property, whether residential, commercial, or open space, to a homeowners’ association, property owners’ association, or public or quasi-public entity, that lot, parcel, or property and its owner shall have no further obligations under and shall be released from this Agreement, provided that this paragraph shall not be deemed to release any transferee (including a good faith purchaser) from obligations to pay assessments imposed in connection with a Financing District.

No formal action by the City is required to effect this release, but, upon Owner’s request, City shall sign an estoppel certificate or other document to evidence the release.

7.7 Minor Changes. The provisions of this Agreement require a close degree of cooperation between the Parties and “Minor Changes” to the Project may be required from time to time to accommodate design changes, engineering changes, and other refinements related to the details of the Parties’ performance. “Minor Changes” shall mean changes to the Project that are otherwise consistent with the Development Plan, and which do not result in a change in the type of use, an increase in density or intensity of use, significant new or increased environmental impacts that cannot be mitigated, or violations of any applicable health and safety regulations in effect on the Effective Date.

Accordingly, the Parties may mutually consent to adopting “Minor Changes” through their signing of an “Operating Memorandum” reflecting the Minor 2669
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Changes. Neither the Minor Changes nor any Operating Memorandum shall require public notice or hearing. The City Attorney and City Manager shall be authorized to determine whether proposed modifications and refinements are “Minor Changes” subject to this Section 7.7 or more significant changes requiring amendment of this Agreement. The City Manager may execute any Operating Memorandum without City Council action.

7.8 Term of Map(s) and Other Project Approvals.

7.8.1 Subdivision Maps. Pursuant to Government Code Section 66452.6, the term of all subdivision or tract maps that are approved for all or any portion of the Property shall be extended to a date coincident with the Term and, where not prohibited by State law, with any extension of the Term.

7.8.2 Site Development Permits. Site Development Permits for the Project shall have terms that coincide with the term of the subdivision or tract map for the portion of the Property to which a particular Site Development Permit pertains.

7.8.3 Other Development Approvals. Pursuant to Government Code Section 65863.9, any and all other Development Approvals for any portion of the Project shall automatically be extended for a term ending concurrently with the applicable tentative maps for the Project. Pursuant to Section 7.8.1, those terms shall be the same as the Term of this Agreement.

7.8.4 Decisions of Community Development Director. Any decision of the Community Development Director with respect to Subsequent Development Approvals may be appealed to the City’s City Council pursuant to Section 15.70.080 of the Aliso Viejo Municipal Code.

7.9 Relationship of City and Owner. The contractual relationship between City and Owner arising out of this Agreement is one of independent contractor and not agency. This Agreement does not create any third-party beneficiary rights.

7.10 Notices. All notices, demands, and correspondence required or permitted by this Agreement shall be in writing and delivered in person, overnight delivery (e.g. Fedex) or mailed by first class and certified mail, return receipt requested, postage prepaid, addressed as follows:

If to City, to:

City of Aliso Viejo
12 Journey, Suite 100
Aliso Viejo, CA 92656
2670
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Attn: City Manager
With a copy to:

Scott C. Smith
18101 Von Karman Avenue
Suite 1000
Irvine, CA 92612
If to Owner, to:
____________. which will do business in California as ___________, Inc., a __________ Corporation
[Address]
With a copy to:

Name
address
City or Owner may change its address by giving notice in writing to each of the other names and addresses listed above. Thereafter, notices, demands, and correspondence shall be addressed and transmitted to the new address. Notice shall be deemed given upon personal delivery or, notices shall be deemed given upon receipt as evidenced by the customary receipt provided by the delivery service.

7.11 Waiver of Right to Protest. Execution of this Agreement is made by Owner without protest. Owner knowingly and willingly waives any rights it may have under Government Code Section 66020 or any other provision of law to protest the imposition of any fees, dedications, reservations, or other exactions imposed on the Project as authorized by this Agreement.

8. DEVELOPMENT OF THE PROPERTY.

8.1 Owner’s Vested Right. Owner shall have the vested right to complete Development of the Property in accordance with the Development Plan as provided in this Agreement (“Owner’s Vested Right”). To enable Owner to complete the Project, Owner’s Vested Right shall include, but not be limited to, the rights to (1) develop up to 58 market-rate for-sale residential Units and at least three (3) affordable for-sale units, all in accordance with the approved Project, (2) the timely issuance by the City of all Subsequent Development Approvals, and (3) the timely taking by the City of such other actions that are (i) requested by Owner, and (ii) consistent with the terms of this Agreement, including, but not limited, to the vested rights afforded pursuant to Section 8.9 of this Agreement. Where the Development Plan permits the development of some or all of the Property with a specified range of dwelling Units, Owner’s Vested Right shall include the right to develop to the greater of: (i) the minimum number of dwelling Units 2671
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permitted by the General Plan Amendment; and (ii) any greater number of dwelling Units approved by City Council subsequent to the execution of this Agreement, provided that (i) Owner can comply with all applicable development standards contained in the Development Plan and (ii) the Project does not exceed the development limits set forth in the General Plan Amendment and Zone Change for the Property as a whole. Notwithstanding the foregoing, Owner shall develop at least three (3) affordable for sale units.

Owner’s Vested Right shall be subject to the Reservation of Authority set forth in Section 8.6 and all provisions of this Agreement and may not be modified or terminated except as expressly provided by this Agreement.

8.2 Governing Land Use Regulations. The Land Use Regulations applicable to the Project and the Property shall be those contained in the Development Plan. An amendment or other modification of this Agreement will not change these applicable Land Use Regulations unless the amendment or modification expressly provides otherwise. Subsequent Land Use Regulations shall not apply to the Property except as authorized in Section

8.6 of this Agreement, unless the Owner and the City mutually agree in writing that the Project will be subject to one or more Subsequent Land Use Regulations. To the extent of any inconsistency between this Agreement and any provision of the City’s subdivision ordinance (comprising Title 14 of the Aliso Viejo Municipal Code), this Agreement shall control.

Nothing contained in this Section shall be deemed to authorize City to withhold any building permit, approval, and/or certificate of occupancy based on Owner’s failure to comply with any Land Use Regulation that is not applicable to the Project because of this Agreement.

8.3 Permitted Uses. Except as otherwise provided within this Agreement, the permitted uses on the Property shall be as provided in the Development Plan.

8.4 Density and Intensity; Requirement for Reservation and Dedication of Land.

Except as otherwise provided within this Agreement, the density and intensity of use for all Development on the Property, and the requirements for reservation and dedication of land, shall be as provided in the Development Plan.

8.5 Unit Counts to be Determined with First Tentative Map Approval. The City Council will, concurrently with the approval of the First Tentative Map, determine the specific number of Units which may be built as part of the Project in accordance with Owner’s Vested Right set forth in Section 8.1 of this Agreement. In order for the City to make this determination, Owner shall submit the First Tentative Map Submittal Package, concurrently with its application for the First Tentative Map.
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8.6 Reservation of Authority. The following Land Use Regulations or Subsequent Land Use Regulations shall apply to the Property and the Project:

8.6.1 Processing fees and charges imposed by the City to cover the City’s estimated or actual costs of reviewing and processing applications for the Project, providing inspections, conducting annual reviews, providing environmental analysis, or for monitoring compliance with this Agreement or any Development Approvals granted or issued, provided such fees and charges are in force and effect on a general basis on the date of filing such applications with the City. This Section shall not be construed to limit the authority of City to charge its then-current, normal and customary application, processing, and permit fees for Subsequent Development
Approvals, building permits and other similar permits, which fees are designed to reimburse City’s expenses attributable to such application, processing, and permitting and are in force and effect on a City-wide basis at such time as the Subsequent Development Approvals and permits are granted by City, notwithstanding the fact that such fees may have been increased by City subsequent to the Effective Date;

8.6.2 Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals, and any other matter of procedure;

8.6.3 The following, provided that (i) they are uniformly applied to all development projects within the City and (ii) are not applied retroactively to any Development Approval issued before their adoption or amendment:

8.6.3.1 Uniform codes governing engineering and construction standards and specifications adopted by the City
pursuant to state law. Such codes include, without
limitation, the City’s Municipal Code, adopted version
of the California Building Code, California Plumbing
Code, California Mechanical Code, California Electrical Code, California Energy Code, California Green
Building Standards Code, California Residential Code,
and California Fire Code;

8.6.3.2 Local amendments to those uniform codes which are adopted by the City pursuant to state law, provided
they pertain exclusively to the preservation of life and safety; and
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8.6.3.3 The City’s standards and procedures regarding the granting of encroachment permits and the conveyance
of rights and interests which provide for the use of or the entry upon public property.

8.6.4 Regulations which may be in conflict with this Agreement, but which are objectively required (and there are no available reasonable alternatives) to protect the public health and safety in the event of a sudden, unexpected occurrence involving a clear and imminent danger, and demanding immediate action to prevent or mitigate loss of, or damage to, life, health, property, or essential public services within the immediate community. Such regulations must be a valid exercise of the City’s police power and must be applied and construed so as to provide Owner, to the maximum extent possible, with the rights and assurances provided in this Agreement. To apply to the Property, such regulations must be adopted after a public hearing and must be based upon findings of necessity established by a preponderance of the evidence. Any regulations, including moratoria, enacted by City and imposed on the Property to protect the public health and safety in the circumstances described above shall toll the Term and any time periods for performance by Owner and City set forth in this Agreement;

8.6.5 Owner shall be issued building permits for the Project after permit applications are reviewed and approved by City in the City’s customary fashion for such review and approval; and

8.6.6 The exercise of the power of eminent domain.

8.7 County-Mandated Impact Fees. Nothing in this Agreement shall relieve Owner of the responsibility to pay any impact fees established by the County of Orange or associated with any County program and for which Owner is legally responsible. Owner shall pay any such fees the City is required to collect or otherwise collects on behalf of the County of Orange.

Owner understands and acknowledges that Exhibit “C” reflects only the City’s estimate of fees paid and fees owed, and may not accurately reflect Owner’s County fee obligations. The omission of any fee from Exhibit “C” which is due to the County or any other public agency shall not invalidate or otherwise affect Owner’s obligation to pay that fee.

8.8 Adequacy of Required Infrastructure. The City acknowledges and agrees that there will be sufficient capacity to accommodate the Project in the infrastructure and services owned, operated, outsourced, controlled, and/or provided by the City, including, without limitation, traffic circulation, storm drainage, trash collection, and flood control. Where City renders or outsources such services or owns such infrastructure, City shall serve the 2674
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Project and there shall be no restrictions placed upon Owner concerning hookups or service for the Project, except for reasons beyond City’s control.

Notwithstanding the foregoing, City does not warrant the adequacy of, and City shall not be responsible or liable for any infrastructure or services that are not owned, operated, outsourced, controlled, and/or provided by City.

8.9 Vested Rights Upon Termination. Termination of the Agreement shall not invalidate any Land Use Regulations or terminate any Subsequent Development Approvals obtained prior to the date of termination. Upon any termination of this Agreement, Owner’s vested rights, if any, shall be determined by this Agreement to the extent development has occurred hereunder, and as to the remainder of the Project, by state and federal statutes and case law and then current factual state of the Development.

Subject to that determination of rights and all other applicable law, Owner’s right to continue development of the Project pursuant to some or all of the Development Plan shall be subject to the ordinary exercise of the City’s police power, including the adoption of a general plan amendment, zoning change, or other Land Use Regulations applicable to the Property. Owner acknowledges that following termination or expiration of this Agreement, except as to any development that has vested, City may amend the general plan designation of the Property and/or the zoning designation applicable to the Property.

8.10 Waiver of Density Bonus. While this Agreement is in effect, Owner waives any right Owner may have to a density bonus under Government Code Sections 65915 through 65917.5 or the Aliso Viejo Municipal Code.

Densities vested hereunder include all densities available as density bonuses under the Aliso Viejo Municipal Code and Government Code Sections 65915 through 65917.5; Owner shall not be entitled to further density bonuses.

8.11 Staffing and Expedited Processing. City shall employ all lawful actions capable of being undertaken by City to (i) promptly receive and, when complete, accept all applications for Subsequent Development Approvals and related environmental analysis, if any (collectively, “Applications”), and (ii) expeditiously process and take action upon the Applications in accordance with applicable law.

8.12 Changes in Federal and State Law. The Property may be subject to subsequently enacted state or federal laws or regulations that preempt local regulations or mandate the adoption of local regulations that conflict with the Development Plan. Upon discovery of such a subsequently enacted federal or state law, City or Owner shall provide the other Party with written notice, a copy of the state or federal law or regulation, and a written explanation of the legal or regulatory conflict created. Within ten (10) days thereafter, City and Owner shall meet and confer in good faith in a reasonable attempt to modify this Agreement, as necessary, to comply with 2675
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such federal or state law or regulation. In such negotiations, City and Owner agree to preserve the terms of this Agreement and the rights of Owner and City as derived from this Agreement to the maximum feasible extent while resolving the conflict. City agrees to cooperate with Owner in resolving the conflict in a manner which minimizes any financial impact of the conflict upon Owner or City. City also agrees to process, in the same expedited manner as set forth for Applications in Section 8.11, Owner’s proposed changes to the Development Plan as needed to comply with such federal or state law, and to process those changes in accordance with City procedures. Any delays caused by such changes in state or federal law shall toll the term of this Agreement and the time periods for performance by Owner and City set forth in this Agreement.

8.13 Cooperation in Securing Other Governmental Approvals and Permits. City agrees to make its staff available, at Owner’s cost, to assist Owner in securing permits and approvals required by other governmental agencies to assure Owner’s ability to (i) implement the Development Plan and (ii) perform its obligations under this Agreement in a timely manner. City does not warrant or represent that any other governmental permits or approvals will be granted.

8.14 Compliance with CEQA. Where the California Environmental Quality Act requires that an environmental analysis be performed in connection with a future discretionary approval granted by the City for the Project, the City, consistent with Section 8.13, shall provide the cooperation needed to expeditiously complete those actions.

8.15 Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal. 3d 465 (1984), that the failure of the parties in that case to provide for the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over the parties’ agreement, it is the specific intent of the Parties to provide for the timing of the Project in this Agreement. To do so, the Parties acknowledge and provide that Owner shall have the right, but not the obligation, to complete the Project in such order, at such rate, at such times, and in as many development phases and sub-phases as Owner deems appropriate in its sole subjective business judgment but subject to Section

9.4 of this Agreement.

8.16 Conditions, Covenants and Restrictions. Owner shall have the ability to reserve and record such covenants, conditions, and restrictions (“CC&Rs”) against the Property as Owner deems appropriate, in its sole and absolute discretion. Such CC&Rs may not conflict with this Agreement or the General Plan. Before recording any CC&Rs, Owner shall provide a copy of the CC&Rs to the City for review and approval by the City Attorney. The City Attorney’s review shall be limited to determining if the CC&Rs substantially comply with this Agreement. Within forty-five (45) days after receiving a 2676
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copy of the proposed CC&Rs from Owner, the City Attorney shall provide Owner with either (i) a statement that the CC&Rs comply with this Agreement (“CC&R Approval”) or (ii) written comments identifying each aspect of the CC&Rs which the City Attorney believes not to be in compliance with this Agreement (a “Statement of Non-Compliance”). If the City Attorney fails to provide Owner with either CC&R Approval or a Statement of Non-Compliance within forty-five (45) days following a written request by Owner, City shall be deemed to have approved the CC&Rs and Owner may record the CC&Rs against the Property. If the City Attorney provides a Statement of Non-Compliance, Owner shall have thirty (30) days in which to respond to the Statement of Non-Compliance. Upon submittal of Owner’s response, the procedure described above for the initial submittal and City Attorney review of proposed CC&Rs shall again be followed. This procedure shall be followed until Owner either (1) receives CC&R Approval, (2) submits the compliance issues to binding arbitration pursuant to the rules of the American Arbitration Association, (3) files an action for declaratory relief in Orange County Superior Court seeking a judicial determination of the compliance of the proposed CC&Rs, or (4) agreement is otherwise reached between the Parties allowing for the recording of the CC&Rs. The CC&Rs may run with the land and bind Owner’s successors and assigns. Except as provided above, any dispute between the Parties regarding the City’s approval or rejection of the CC&Rs shall be subject to immediate and binding arbitration pursuant to the rules of the American Arbitration Association.

9. PUBLIC BENEFITS.

9.1 Intent. This Agreement is entered into by the City in consideration of, and in exchange for, Owner’s agreement to contribute to the development and rehabilitation of public recreational facilities, affordable housing, and other services.

9.2 Public Benefits. Owner’s development and financial obligations related to public benefits are set forth in this Section 9 and Exhibit “C”. This Section 9 and Exhibit “C” shall survive the termination, cancellation, or expiration of this Agreement.

9.3 Independent Nature of Obligations. Owner’s Public Benefit obligations are independent of the obligations of any other landowner or any other property which the City intends to participate in providing some or all of the Public Benefits. Provided that Owner satisfies its Public Benefit obligations and is not in Material Default, Owner’s Vested Right to complete the full development of the Project shall not be limited, diminished, or otherwise adversely affected by the failure of any other landowner or property to participate in providing the Public Benefits as anticipated by the City.

Similarly, the City’s obligations to Owner and the Property are independent of the City’s obligations to any other property or landowner. Owner 2677
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acknowledges that the provisions of this paragraph shall not apply to any fee the amount of which is not controlled by the City, including but not limited to fees paid to the Capistrano Unified School District, the County of Orange, and/or any other government agency.

9.4 Affordable Housing Obligations. Owner recognizes the policy stated in the Housing Element of the Aliso Viejo General Plan to encourage the provision of affordable housing in new development. Owner agrees to satisfy its obligation to provide for affordable housing by constructing at least three (3) units restricted to Very Low Income Households. All affordable housing Units must be developed on-site at the Property. The affordable Units shall be constructed concurrently with the market Units.

Owner shall enter into a Density Bonus Housing Agreement with the City, in the form attached hereto as Exhibit “D”, which shall set forth the terms, conditions, and restrictions governing the development, affordability, and occupancy of the affordable housing Units. Execution of the Density Bonus Housing Agreement shall be completed prior to the issuance of any building permit for the Project. The City shall have no obligation to issue any building permit for the Project until the fully executed Density Bonus Housing Agreement has been submitted to and accepted by the City. Any delay in the issuance of building permits resulting from the Owner’s failure to timely submit the executed agreement shall be solely the responsibility of the Owner.

10. ANNUAL REVIEW.

10.1 Timing of Annual Review. Pursuant to Government Code Section 65865.1, at least once during every twelve (12) month period of the Term, City shall review the good faith compliance of Owner with the terms of this Agreement (“Annual Review”).

10.2 Standards for Annual Review. During the Annual Review, Owner shall be required to demonstrate good faith compliance with the terms of this Agreement. “Good faith compliance” shall be established if Owner is in compliance with every term and condition of this Agreement. If the City Council or its designee finds and determines, based on substantial evidence, that Owner is not in good faith compliance, then City may proceed in accordance with Section 12 pertaining to the potential Default of Owner and the opportunities for cure. Owner shall pay a reasonable fee to cover the costs incurred by City (i.e., staff time and necessary consultant costs) in connection with the Annual Review.

10.3 Procedures for Annual Review. The Annual Review shall be conducted by the City Council or its designee. Owner shall be given a minimum of thirty (30) days’ notice of any date scheduled for an Annual Review. Owner shall not be limited in the information it presents to the City Council for the Annual 2678
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Review and may, if needed, provide information to the City Council in the first instance at the City Council hearing on the Annual Review. Should the City Council designate a party other than itself to conduct the Annual Review, these same notice and procedural requirements shall apply to the conduct by the designee of the Annual Review.

11. THIRD PARTY LITIGATION.

11.1 General Plan Litigation. City has determined that this Agreement is consistent with its General Plan. Owner has reviewed the General Plan and concurs with City’s determination. Neither Owner nor City shall have any liability under this Agreement or otherwise for any failure of City to perform under this Agreement, or for the inability of Owner to develop the Property as contemplated by the Development Plan or this Agreement, if such failure or inability is the result of a judicial determination that part or all of the General Plan is invalid, inadequate, or not in compliance with law.

11.2 Third Party Litigation Concerning Agreement. Owner shall, at Owner’s expense (including attorneys’ fees), defend, indemnify, and hold City, its officials, officers, employees and independent contractors engaged in project planning or implementation, harmless from any third-party claim, action or proceeding against City, its agents, officials, officers or employees to attack, set aside, void, or annul the approval of this Agreement. City shall promptly notify Owner of any such claim, action or proceeding, and City shall cooperate in the defense at Owner’s cost. City may in its discretion participate in the defense of any such claim, action or proceeding at City’s cost. Owner reserves the right to withdraw its application for the Project or request that City revoke or rescind Project approvals in the event of third party litigation. If Owner requests such application withdrawal or Project revocation or rescission, Owner shall also pay City’s costs related to processing those requests and bringing them to City Council for hearing.

Notwithstanding the foregoing, Owner shall continue to pay for any and all litigation costs until such litigation has been resolved by a Court (i.e., obtaining a dismissal of the case), unless City expressly notifies Owner in writing that City wishes to continue to litigate the matter by itself, in which case City may in its discretion proceed at City’s cost.

11.3 Indemnity. In addition to the provisions of Section 11.2, Owner shall indemnify and hold City, its officials, officers, agents, employees and independent contractors, engaged in project planning or implementation, free and harmless from any third-party liability or claims based or alleged upon any act or omission of Owner, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury or death (Owner’s employees included) or any other element of damage of any kind or nature, relating to or arising from development of the Project, except for claims for damages arising through active negligence or willful misconduct of City, its officials, officers, agents, employees and 2679
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independent contractors. Owner shall defend, at Owner’s expense, including attorneys’ fees, City, its officials, officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions of Owner. City may in its discretion participate in the defense of any such legal claim, action, or proceeding at City’s cost.

11.4 Environmental Contamination. Owner shall indemnify and hold City, its officers, agents, and employees free and harmless from any liability, based or alleged, upon any act or omission of Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns, and independent contractors, resulting in any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under, or about the Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend, at its expense, including attorneys’ fees, City, its officials, officers, agents and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense of any such claim, action, or proceeding. Notwithstanding anything to the contrary set forth in this Section, Owner shall not be responsible for clean-up and removal of groundwater contamination migrating to or from an adjacent property not owned by Owner.

11.5 City to Reasonably Approve Counsel; Conduct of Litigation. With respect to Sections 11.2 through 11.4, City reserves the right to reasonably approve the attorney(s) that Owner selects, hires, or otherwise engages to defend City, which approval shall not be unreasonably withheld or delayed To the extent that Owner withdraws its Project application or requests that the City rescind or repeal Project approvals, City reserves the right to reduce or abandon its defense of any litigation.

11.6 Processing During Third Party Litigation. The filing of any third party lawsuit(s) against City or Owner relating to this Agreement, the General Plan, any Development Approvals, including Subsequent Development Approvals, or other development issues affecting the Property shall not delay or stop the development, processing, or construction of the Project, approval of Subsequent Development Approvals, or issuance of “Ministerial Approvals,” unless the third party obtains a court order preventing the activity or invalidating this Agreement or any provision thereof. City shall not stipulate to the issuance of any such order without Owner’s prior written consent. For purposes of this Section, the term “Ministerial Approvals” shall mean the issuance of approvals or permits requiring the determination of conformance with Land Use Regulations and Development Approvals, including, without limitation, site plans, site development permits, area plans, design review, development plans, land use plans, grading plans, improvement plans, building plans and specifications, ministerial issuance or approval of one or more final maps, zoning clearances, grading permits, improvement permits, stormwater management plans, wall permits, building 2680
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permits, lot line adjustments, conditional and temporary use permits, certificates of use and occupancy, approvals, entitlements, and related matters as may be necessary for the completion of the Project.

11.7 Survival. The provisions of Sections 11.1 through 11.7 inclusive, shall survive the termination, cancellation, or expiration of this Agreement.

12. DEFAULTS AND REMEDIES.

12.1 Major Default Defined. A Major Default, as defined in Section 5.24 of this Agreement, may establish cause for early termination of this Agreement.

This provision does not limit the right of either Party to pursue other nontermination remedies permitted by this Section 12 for Minor Defaults.

12.2 Notice and Termination. Before either Party may declare a Major Default or termination of this Agreement or bring a legal action to terminate this Agreement, the procedures of this Section must be followed. In the case of a Major Default arising from the conduct of an Annual Review, the procedures of this Section shall be strictly followed and shall constitute a second and independent review of the good faith compliance of Owner.

The Party asserting a Default (the “Non-Defaulting Party”) may elect to do so by providing written notice to the Party alleged to be in Default (the “Defaulting Party”) setting forth the nature of the Default and the actions, if any, required by the Defaulting Party to cure the Default. The Defaulting Party shall be deemed in Default if the Defaulting Party fails to cure the Default within thirty (30) business days after the date of such notice (for monetary defaults) or within sixty business (60) days after the date of such notice (for non-monetary defaults) (“cure periods”). If the nature of the alleged Default is such that it cannot reasonably be cured within the applicable cure period, the Defaulting Party shall not be deemed to be in Default if it has commenced efforts to cure the Default within the applicable cure period and continues to diligently pursue completion of the cure.

12.3 Default Remedies. A Party who complies with the notice of Default and opportunity to cure requirements of Section 12.2 may, at its option, institute legal action to cure, correct, or remedy the alleged Default, enjoin any threatened or attempted violation, enforce the terms of this Agreement by specific performance, or pursue any other legal or equitable remedy. These remedies shall be cumulative rather than exclusive, except as otherwise provided by law.

Furthermore, the City, after first following the procedures set forth in Section

12.2, may give notice of its intent to terminate or modify this Agreement for an uncured Major Default, in which event the matter shall be scheduled for consideration and review by the City Council, using the notice and procedure provisions set forth in Section 10.3 for an Annual Review. The 2681
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“preponderance of evidence” standard of review set forth in Section 12.4, however, shall be employed rather than the “substantial evidence” standard set forth in Section 10.2.

12.4 Standard of Review. Any determination by City that Owner is in Default shall be based on the preponderance of evidence before the City. In any legal action by Owner challenging the City’s determination of Default, the court shall conduct a de novo review of Owner’s compliance based on the administrative record and determine if the preponderance of evidence supports the City’s determination.

12.5 Owner’s and City’s Exclusive Remedy. City and Owner acknowledge that neither City nor Owner would have entered into this Agreement if it were to be liable in damages under or with respect to all or any part of the Development Plan. Accordingly, except as stated below, neither Party shall sue the other for damages or monetary relief for any matter related to the Development Plan. City may, however, sue Owner for the payment of sums due from Owner to City under provisions of this Agreement which are expressly stated to survive termination of this Agreement. With these exceptions, Owner’s and City’s litigation remedies shall be limited to declaratory and injunctive relief, mandate, and specific performance.

12.6 Waiver; Remedies Cumulative. All waivers of performance must be in a writing signed by the Party granting the waiver. There are no implied waivers. Failure by City or Owner to insist upon the strict performance of any provision of this Agreement, irrespective of the length of time for which such failure continues, shall not constitute a waiver of the right to demand strict compliance with this Agreement in the future.

A written waiver affects only the specific matter waived and defines the performance waived and the duration of the waiver. Unless expressly stated in a written waiver, future performance of the same or any other condition is not waived.

A Party who complies with the notice of Default and opportunity to cure requirements of Section 12.2, where applicable, and elects to pursue a legal or equitable remedy available under this Agreement does not waive its right to pursue any other remedy available under this Agreement, unless prohibited by statute, court rules, or judicial precedent.

Delays, tolling, and other actions arising under Section 14.10 shall not be considered waivers subject to this Section 12.6.

12.7 Alternative Dispute Resolution. Any dispute between the Parties may, upon the mutual agreement of the Parties, be submitted to mediation, binding arbitration, or any other mutually agreeable form of alternative dispute resolution. While an alternative dispute process is pending, the statute of 2682
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limitation shall be tolled for any claim or cause of action which either of the Parties may have against the other.

13. ENCUMBRANCES, ASSIGNMENTS, AND RELEASES.

13.1 Discretion to Encumber. This Agreement shall not prevent or limit Owner, in any manner, at Owner’s sole discretion, from encumbering some or all of the Property or any improvement on the Property by any mortgage, deed of trust, or other security device to secure financing related to the Property or the Project.

13.2 Mortgagee Protection. City acknowledges that the Lender(s) providing financing secured by the Property and/or its improvements may require certain Agreement interpretations and modifications. City shall, at any time requested by Owner or the lender, meet with Owner and representatives of such lender(s) to negotiate in good faith any such interpretation or modification. City will not unreasonably withhold or delay its consent to any requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement.

Any Mortgagee of the Property shall be entitled to the following rights and privileges:

13.2.1 Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any mortgage or deed of trust on the Property made in good faith and for value.

13.2.2 If City timely receives a request from a Mortgagee requesting a copy of any notice of Default given to Owner under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of Default to Owner. The Mortgagee shall have the right, but not the obligation, to cure the Default during the remaining cure period allowed Owner under Section 12.2 of this Agreement.

13.2.3 Except as otherwise provided within this Agreement, any Mortgagee who comes into possession of some or all of the Property pursuant to foreclosure of a mortgage or deed of trust, or deed in lieu of such foreclosure or otherwise, shall:

13.2.3.1 Take that property subject to the terms of this Agreement and as Owner’s successor;

13.2.3.2 Have the rights and obligations of an Assignee as set forth in Sections 13.3 and 13.4;

13.2.3.3 Have the right to rely on the provisions of Section 8 of this Agreement, provided that any development
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proposed by the Mortgagee is in substantial
conformance with the terms of this Agreement; and

13.2.3.4 Not be liable for any defaults, whether material or immaterial, or monetary obligations of Owner arising
prior to acquisition of title to the Property by the
Mortgagee, except that the Mortgagee may not pursue
development pursuant to this Agreement until all
delinquent and current fees and other monetary
obligations due under this Agreement for the portions
of the Property acquired by the Mortgagee have been
paid to City.

13.3 Transfer or Assignment. Subject to Section 13.5, Owner shall have the right to sell, transfer, or assign its rights and obligations under this Agreement (collectively, an “Assignment”) in connection with a transfer of Owner’s interest in all, any portion of, or any interest in the Property (the “Transferred Property”). No Assignment shall be made unless made together with the sale, transfer, or assignment of all or any portion of Owner’s interest in the Property.

Concurrent with any Assignment, Owner shall notify City in writing of the Assignment and shall provide City with an executed Assignment and Assumption Agreement, in a form substantially similar to Exhibit “E”, executed by the purchaser, transferee, or assignee (collectively, the “Assignee”) to expressly and unconditionally assume all duties and obligations of Owner under this Agreement remaining to be performed at the time of the Assignment. Any Assignment not made in strict compliance with the foregoing conditions shall constitute a default by Owner under this Agreement. Notwithstanding the failure of any Assignee to execute the agreement required herein this Subsection 13.3, the burdens of this Agreement shall be binding upon such Assignee, but the benefits of this Agreement shall not inure to such Assignee until and unless such agreement is executed.

13.4 Effect of Assignment. Subject to Section 13.5 and unless otherwise stated within the Assignment, upon an Assignment:

13.4.1 The Assignee shall be liable for the performance of all obligations of Owner with respect to Transferred Property, but shall have no obligations with respect to the portions of the Property, if any, not transferred (the “Retained Property”).

13.4.2 The owner of the Retained Property shall be liable for the performance of all obligations of Owner with respect to the Retained Property, but shall have no further obligations with respect to the Transferred Property.
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13.4.3 The Assignee’s exercise, use, and enjoyment of the Transferred Property shall be subject to the terms of this Agreement to the same extent as if the Assignee were the Owner.

13.5 City’s Consent. The City’s consent shall not be required to a transfer between Owner and any other entity controlling, controlled by, or under common control with Owner, except an assignment and assumption agreement must be executed between the two entities in a form substantially conforming to Exhibit “E”. Moreover, the City’s consent shall not be required unless, at the time of the Assignment, Owner has been determined to be in Major Default pursuant to Section 12 and the Major Default has not been cured. If Owner is in Major Default, City shall consent to any Assignment which provides adequate security to City, in the reasonable exercise of City’s discretion, to guarantee the cure of the Major Default upon completion of the Assignment.

14. MISCELLANEOUS PROVISIONS.

14.1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; “shall” is mandatory; “may” is permissive.

14.2 Entire Agreement. This Agreement constitutes the entire understanding and agreement of City and Owner with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiations or previous agreements between City and Owner respecting the subject matter of this Agreement including, without limitation, the Original City Agreement.

14.3 Recorded Statement Upon Termination. Upon the completion of performance of this Agreement or its cancellation or termination, a statement evidencing completion, cancellation, or termination signed by the appropriate agents of City, shall be recorded in the Official Records of Orange County, California.

14.4 Project as a Private Undertaking. It is specifically understood by City and Owner that (i) the Project is a private development; (ii) City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property unless City accepts the improvements pursuant to the provisions of this Agreement or in connection with subdivision map approvals; and (iii) Owner shall have the full power and exclusive control of the Property, subject to the obligations of Owner set forth in this Agreement.

14.5 Incorporation of Recitals. Each of the Recitals set forth at the beginning of this Agreement are part of this Agreement.

14.6 Captions. The captions of this Agreement are for convenience and reference only and shall not define, explain, modify, construe, limit, amplify, 2685
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or aid in the interpretation, construction, or meaning of any of the provisions of this Agreement.

14.7 Consent. Where the consent or approval of City or Owner is needed to implement Development under this Agreement, the consent or approval shall not be unreasonably withheld, delayed, or conditioned.

14.8 Covenant of Cooperation. City and Owner shall cooperate and deal with each other in good faith and assist each other in the performance of the provisions of this Agreement.

14.9 Execution and Recording. The City Clerk shall cause a copy of this Agreement to be signed by the appropriate representatives of the City and recorded with the Office of the County Recorder of Orange County, California, within six months following the effective date of Ordinance No. _____, the ordinance adopting this Agreement, or prior to building permit issuance, whichever comes first. The failure of the City to sign and/or record this Agreement shall not affect the validity of and binding obligations set forth within this Agreement.

14.10 Delay for Events Beyond the Parties’ Control. Performance by either Party of its obligations under this Agreement shall be excused, and the Term shall be extended, for periods equal to the time during which (1) litigation is pending which challenges any matter, including compliance with CEQA or any other local, state, or federal law, related in any way to the approval or implementation of all or any part of the Development Plan. Any such extension shall be equal to the time between the filing of litigation, on the one hand, and the entry of final judgment or dismissal, on the other. All such extensions shall be cumulative; (2) any application by Owner for state or federal regulatory permits and/or approvals required for the Project has been pending more than one year after its submittal; or (3) a delay is caused by reason of any event beyond the control of City or Owner which prevents or delays performance by City or Owner of obligations under this Agreement. Such events shall include, by way of example and not limitation, acts of nature, enactment of new conflicting federal or state laws or regulations (example: listing of a species as threatened or endangered), judicial actions such as the issuance of restraining orders and injunctions, delay in the issuance of bonds or formation of any Financing Districts, and riots, strikes, or damage to work in process by reason of fire, mud, rain, floods, earthquake, or other such casualties.

If City or Owner seeks excuse from performance, it shall provide written notice of such delay to the other within thirty (30) days of the commencement of such delay. If the delay or default, whether material or immaterial, is beyond the control of City or Owner it shall be excused, and an extension of time for such cause shall be granted in writing for the period of the enforced delay, or longer as may be mutually agreed upon. Any 2686
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disagreement between the Parties with respect to whether this Section

14.10 applies to a particular delay or default is subject to the filing by either Party of an action for judicial review of the matter, including requests for declaratory and/or injunctive relief.

14.11 Interpretation and Governing Law. In any dispute regarding this Agreement, the Agreement shall be governed and interpreted in accordance with the laws of the State of California. Venue for any litigation concerning this Agreement shall be in Orange County, California.

14.12 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

14.13 Estoppel Certificate. Within ten (10) business days following a written request by either of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured Major Defaults under this Agreement or that the responding Party alleges that specified (date and nature) Major Defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party and that there are no uncured Major Defaults in the performance of the requesting Party, except as may be represented by the requesting Party. Owner shall pay to City all reasonable administrative costs incurred by City in connection with the issuance of estoppel certificates under this Section 14.13 prior to City’s issuance of such certificates.

14.14 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

14.15 Future Litigation Expenses.

14.15.1 Payment to Prevailing Party. If either Party brings a legal or equitable proceeding against the other Party which arises in any way out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and all other reasonable costs and expenses incurred in that proceeding.

14.15.2 Scope of Fees. Attorneys’ fees under this Section shall include attorneys’ fees on any appeal and in any post-judgment
proceedings to collect or enforce the judgment. The provisions in

14.15.1 through 14.15.3 are separate and several and shall survive the termination of this Agreement.
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14.15.3 Limitation of Liability. Owner’s obligations under this Agreement are solely those of Owner. In no event shall any present, past or future officer, director, shareholder, member, employee, partner, affiliate, manager, representative or agent of Owner (a “Related Party”) have any personal liability, directly or indirectly, under this Agreement. Recourse in any way connected with or arising from this Agreement shall not be available against any Related Party. 2688
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Owner and City have executed this Agreement on the dates set forth below.

CITY
City of Aliso Viejo
By:___________________________
Tiffany Ackley
Mayor
Date:

OWNER
_______________a
limited-liability company
By:

Its:

Date:

ATTEST:

By: _________________________
City Clerk
OWNER:

By: ___________________________
APPROVED AS TO FORM:

By:___________________________
Scott C. Smith
City Attorney
Date:

By: ___________________________
Name:

Title:
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32 ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

State of California
County of______________________________)
On before me,
(insert name and title of the officer)
personally appeared _______________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ________________________________(Seal)
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A-33

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ________________________________(Seal)
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A-1
EXHIBIT “A”

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ALISO

VIEJO, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

PARCEL 1 OF PARCEL MAP 85-158, IN THE UNINCORPORATED AREA OF ORANGE COUNTY, STATE OF CALIFORNIA, FILED IN BOOK 218, PAGES 27 THROUGH 30 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM ONE HUNDRED PERCENT (100%) OF ALL RIGHTS TO

OIL, GAS, AND OTHER HYDROCARBON AND MINERAL SUBSTANCES LYING

UNDER OR THAT MAY BE PRODUCED FROM THE ABOVE DESCRIBED LAND, TOGETHER WITH ONE HUNDRED PERCENT (100%) OF ALL RIGHTS TO THE PROCEEDS THEREFROM AND ONE HUNDRED PERCENT (100%) OF ALL RENTS,

BONUSES, AND PROFITS ACCRUING THEREFROM, WITHOUT, HOWEVER, ANY

RIGHTS INCLUDING RIGHTS OF ENTRY IN OR WITH RESPECT TO ANY PORTION OF THE SURFACE OR SUBSURFACE TO A VERTICAL DEPTH OF 500 FEET FROM

THE SURFACE AS THE SAME MAY FROM TIME TO TIME EXIST, AS RESERVED BY

DEEDS FROM LLOYDS BANK OF CALIFORNIA, FORMERLY FIRST WESTERN BANK

AND TRUST COMPANY, A CORPORATION, SUCCESSOR TO FIRST NATIONAL BANK IN SANTA ANA, A CORPORATION, RECORDED SEPTEMBER 30, 1976, IN BOOK 11908, PAGES 573 AND IN BOOK 11908, PAGE 582, BOTH OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.

PARCEL B:

NON-EXCLUSIVE EASEMENTS FOR ACCESS, INGRESS, EGRESS, MAINTENANCE,

REPAIR AND FOR OTHER PURPOSES, ALL AS DESCRIBED IN THE DECLARATION

OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ALISO VIEJO COMMUNITY ASSOCIATION RECORDED APRIL 6, 1982, AS INSTRUMENT NO. 82- 118353 OF OFFICIAL RECORDS, ORANGE COUNTY, CALIFORNIA; THE NOTICE OF

ANNEXATION AND SUPPLEMENTAL DECLARATION OF COVENANTS,
CONDITIONS AND RESTRICTIONS FOR PACIFIC PARK BUSINESS CENTER 1 (DELEGATE DISTRICT NO. 14) OF ALISO VIEJO COMMUNITY ASSOCIATION, RECORDED APRIL 13, 1987, AS INSTRUMENT NO. 87-201111 OF OFFICIAL

RECORDS, ORANGE COUNTY, CALIFORNIA, AS AMENDED BY THE FIRST

CERTIFICATE OF AMENDMENT OF NOTICE OF ANNEXATION AND

SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND
RESTRICTIONS, PACIFIC PARK BUSINESS CENTER 1 (TERRACE A) RECORDED SEPTEMBER 4, 1987, AS INSTRUMENT NO. 87-505204 OF OFFICIAL RECORDS, ORANGE COUNTY, CALIFORNIA.

APN: 623-091-01
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B-1
EXHIBIT “B”

GENERAL PLAN AMENDMENT
GPA-2025-00002
Property Location – 95 Argonaut (see red-circled area below) Existing Land Use Designation – Business Park (“BP”)
Proposed Land Use Designation – High Density Residential (Max. 50 units/acre) (“HDR”) 2693
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C-1
EXHIBIT "C"

PUBLIC BENEFITS
In addition to complying with the Project conditions of approval, Owner has committed by this Agreement to contribute to the City for, among other things, the development of certain "Public Benefits." Owner shall make contributions to the City, as follows:

1. City Fiscal Impact Fee. Owner shall pay a one-time City Fiscal Impact Fee in the amount of Two Hundred Thirteen Thousand, Eight Hundred and Fifty Dollars ($213,850). Because this fee is an obligation arising from a Development Agreement, it is not subject to the Mitigation Fee Act. This Agreement does not limit the purposes for which the City may use City Fiscal Impact Fees, and the use and timing of such use of City Fiscal Impact Fees shall be entirely within the City’s discretion.

2. Parks. Owner shall pay one-time park in-lieu fee under the Quimby Act and/or Aliso Viejo Municipal Code Chapter 14.16 in the amount of Eight Hundred Twenty Four Thousand Eight Hundred and Two Dollars ($824,802) that is required of the Owner as subdivider. The Parties agree that City’s use of the park in-lieu fee for the development and rehabilitation of City recreational facilities, including but not limited to, AV Ranch, Aliso Viejo Aquatic Center, and Iglesia Park shall be deemed to serve the residents of the Property and Project area. City shall have sole discretion on the use of, and the timing of the use of the park in-lieu fees for park and recreation purposes.

Payment of the full City Fiscal Impact Fee and Park in-lieu fee amounts shall be made to the City prior to the issuance of any building permit for the Project. No building permit shall be issued until the City has received the full payments and has confirmed compliance with all applicable fee requirements. The City shall have no obligation to issue any building permit until and unless such payments and in-lieu fees are received in full, and any delay resulting from non-payment shall be solely the responsibility of the Owner. 2694
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D-1
EXHIBIT “D”

DENSITY BONUS HOUSING AGREEMENT
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E-1
EXHIBIT “E”

ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION OF
DEVELOPMENT AGREEMENT BETWEEN CITY OF ALISO VIEJO AND ________, WHICH WILL DO BUSINESS IN CALIFORNIA AS _________________.,

THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT BETWEEN CITY OF ALISO VIEJO AND ___________ WHICH WILL DO BUSINESS IN CALIFORNIA AS ________.(“Assignment”) is made as of the ___ day of __________, 2025 (“Effective Date”), by and among [ENTITY] (“[ENTITY]”) a [LEGAL DESIGNATION] and _________________________________________________ (“Assignee”) with reference to the following facts:

RECITALS
A. [ENTITY] has entered into that certain Development Agreement, dated ______, 2025, by and between the City of Aliso Viejo (“City”), on the one hand, and [ENTITY], on the other hand (“Agreement”) for certain real property consisting of approximately 2.85 acres of land located in the City, more particularly described in Exhibit “A” (“Property”).

B. [ENTITY] desires to assign and delegate, and Assignee desires to accept and assume, all of [ENTITY’S] rights and obligations under the Agreement in accordance with the terms and conditions set forth herein.

C. City has approved the Assignment in accordance with the terms and conditions set forth herein and in the Agreement.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ENTITY] and Assignee do hereby agree as follows:

1. Assignment and Assumption. Effective as of the Effective Date, [ENTITY] hereby assigns, transfers, and conveys to Assignee all of [ENTITY’S] rights, interest, duties, liabilities, and obligations in, to, and under the Agreement, and Assignee hereby accepts and assumes all such rights, interests, duties, liabilities, and obligations under the Agreement from [ENTITY] for [the Property or a portion of the Property] (“Assigned Property”) [, except to the extent [ENTITY] has retained a portion of the Property (the “Retained Property”)].

2. City Consent to Assignment. Effective as of the Effective Date, City hereby consents to the Assignment and hereby fully releases and forever discharges [ENTITY] from any and all obligations to City under the Agreement for the Assigned Property, [except [ENTITY’S] obligations with respect to the Retained Property]. 2696
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E-2

3. Entire Agreement. This Agreement represents the final and entire agreement between the parties in connection with the subject matter hereof, and may not be modified except by a written agreement signed by both [ENTITY] and Assignee.

4. Governing Law. This Agreement has been prepared, negotiated, and executed in, and shall be construed in accordance with, the laws of the State of California, without regard to conflict of law rules.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
[ENTITY]:
[ENTITY]
a [LEGAL DESIGNATION]
By: ___________________________
Name:

Its:

Assignee:
________________________________
________________________________
By: ___________________________
Name:

Its:

City:

City of Aliso Viejo,
a California Municipal Corporation
By: ___________________________
Name: Mitzi Ortiz
Its: City Manager
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1 RECORDING REQUESTED BY:

AND WHEN RECORDED MAIL TO:

City of Aliso Viejo
12 Journey, Suite 100
Aliso Viejo, CA 92656-5335
Attn: City Manager
Free Recording pursuant to
Government Code 6103 & 27383

DENSITY BONUS HOUSING AGREEMENT
(PROJECT NAME/ADDRESS)
This DENSITY BONUS HOUSING AGREEMENT (“Agreement”), is made and entered into this [date], by and between the City of Aliso Viejo (“City”), a California municipal corporation, and [NAME AND ENTITY TYPE OF THE ENTITY THAT ACQUIRES TITLE TO THE PROJECT AT THE PENDING CLOSING TO BE INSERTED] (“Developer”).

City and Developer are sometimes referred to collectively as the “Parties” and individually as a “Party.”

RECITALS
A. Developer owns that certain real property located within the Aliso Viejo, County of Orange, State of California, commonly known as 95 Argonaut, Aliso Viejo, CA 92656 (APN 623-091-01) and more particularly described in the legal description attached as Exhibit A and more particularly depicted in Exhibit B (“Property”).

B. Developer is proposing construction of 61 units on the Property, with related amenities and improvements, as further set forth in [resolution/entitlement] approving the project (“Project”).

C. The Project qualifies for a density bonus and/or certain concessions, incentives, and waivers under California Government Code section 65915 et seq. (“State Density Bonus Law”).

Under the State Density Bonus Law, the Project is proposing a total number of three (3) residential units restricted for sale to Very Low Income Households, as set forth in this Agreement.

D. In accordance with State Density Bonus Law, Developer has requested, and City has granted, certain concessions, incentives, and waivers more particularly set forth herein.

E. This Agreement and the attached exhibits set forth the terms and conditions for implementing the Project’s requirement to provide affordable housing units in exchange for receiving the concessions, incentives and waivers, as set forth herein. 2698
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2 NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS AND EXHIBITS

1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows:

1.1.1 “Adjusted for family size appropriate to the unit” has the meaning provided in California Health and Safety Code section 50052.5(h).

1.1.2 “Affordable Housing Cost” means the purchase price which would result in a Monthly Housing Cost which does not exceed the price authorized for a Very Low Income Household pursuant to Health and Safety Code section 50052.5(b) and any implementing regulations published by HCD, including 25 C.C.R. section 6924, as applicable.

1.1.3 “Affordable Unit” means individually, and “Affordable Units” means collectively, the three (3) dwelling units within the Project to be sold by Developer to Eligible Households in accordance with this Agreement.

1.1.4 “AMI” means the Orange County, California, area median income, adjusted for family size appropriate to the unit pursuant to California Health and Safety Code section 50052.5(h), as periodically published by HCD.

1.1.5 “City” means the City of Aliso Viejo, California.

1.1.6 “City Attorney” means the City Attorney for the City.

1.1.7 “City Council” means the City Council of the City.

1.1.8 “City Deed of Trust” means a Deed of Trust and Security Agreement executed by a Qualified Purchaser and recorded as a lien against the Affordable Unit acquired by that Qualified Purchaser as required by the terms of the Equity Sharing Agreement, the form of which is attached to the Equity Sharing Agreement.

1.1.9 “City Manager” means the City Manager for the City.

1.1.10 “Developer” means [NAME AND ENTITY TYPE OF THE ENTITY

THAT ACQUIRES TITLE TO THE PROJECT AT THE PENDING CLOSING TO BE INSERTED], and its successors and assigns to all or any part of the Property, the Project, or this Agreement (but not homebuyers of the Units).

1.1.11 “Effective Date” means the date that City executes this Agreement, and then on, this Agreement shall be in full force and effect. 2699
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3 1.1.12 “Equity Sharing Agreement” means that certain Owner Occupancy and Equity Sharing Agreement to be entered into by and between City and each Qualified Purchaser that purchases an Affordable Unit, which shall be recorded against each Affordable Unit in the form attached hereto as Exhibit C.

1.1.13 “HCD” means the California Department of Housing and Community Development.

1.1.14 “Household” means all persons residing in a Unit.

1.1.15 “Income Verification Materials” means those materials specified in Section 4.5 to verify the income of a proposed purchaser of an Affordable Unit.

1.1.16 “Market Rate Units” means the Units within the Project to be sold by Developer to a Household without restriction.

1.1.17 “Project” means that certain residential development as more particularly described in the Recitals above and Section 2 below.

1.1.18 “Project Approvals” means the Project’s approved entitlements pursuant to [resolution(s)], and all terms and conditions stated therein. The Project Approvals include, but are not limited to, that certain Development Agreement dated January 21, 2025 between Developer and City governing the development of the Project on the Property.

1.1.19 “Property” means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon.

1.1.20 “Qualified Purchaser” means a person or family who complies with all Income Verification Requirements and qualifies as a Very Low Income Household.

1.1.21 “State Density Bonus Law” means Government Code section 65915 et seq., as of the Effective Date.

1.1.22 “Unit” means a residential dwelling unit within the Project to be constructed by Developer pursuant to this Agreement. The Project contains a total of sixty one (61) Units, with three (3) Affordable Units and fifty eight (58) Market Rate Units.

1.1.23 “Very Low Income Household” means persons and families whose income does not exceed 50 percent of the AMI, adjusted for household size, as determined in accordance with California Health and Safety Code section 50105, and implementing regulations published by HCD.

1.2 Exhibits. The following documents are attached hereto and incorporated herein by this reference:

Exhibit “A” – Legal Description of Property
Exhibit “B” – Map Showing Property and its Location
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4 Exhibit “C” – Equity Sharing Agreement (and attachments)

2. DEVELOPMENT OF THE PROPERTY

2.1 Project. Developer shall develop the Project on the Property in accordance with this Agreement and the Project Approvals.

2.2 No Increase in Density. Developer acknowledges and agrees that Developer has not requested, and the Project is not receiving, an increase in density under State Density Bonus Law.

2.3 Market Rate Units. The Project shall have no more than fifty-eight (58) Market Rate Units with unit sizes as may be determined by Developer in accordance with the Project Approvals. Developer may alter the unit distribution of the Market Rate Units in Developer’s discretion, provided that the Project has the minimum number of Affordable Units and the minimum distribution thereof as specified in this Agreement.

2.4 Affordable Units. The Project shall have no less than three (3) Affordable Units pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent in terms of type, design, and number of bedrooms with the Market Rate Unit types as depicted in the Project Approvals. The Affordable Units shall be located throughout the Project and not clustered in one area or building.

2.5 Minimum Development Standards for Affordable Units; Access and Restrictions.

The Affordable Units shall be constructed with the same exterior appearance and standard interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for the Market Rate Units of the same model and size. City acknowledges that purchasers of Market Rate Units may elect to purchase optional upgrades and such optional upgrades may not be available for the Affordable Units. Except as otherwise authorized by City in writing, the Affordable Units shall be constructed concurrently with the Market Rate Units. The Affordable Units, and their occupants, shall have access to all common areas of the Project to the same extent as occupants of the Market Rate Units.

2.6 Development Concessions, Incentives, and Waivers. In accordance with State Density Bonus Law, the Project is hereby granted the following: one concession for reduced minimum perimeter setback up to 7’ and waivers for reduced minimum boundary landscaping setback up to 7’, and placement of mechanical units in front yard setbacks.

2.7 Parking Requirements. The Project’s onsite parking shall be provided in compliance with Government Code sections 65915(p)(1)(A)-(B). The Project will provide 150 total onsite parking spaces.

2.8 No Further Concessions, Incentives, or Waivers. Developer acknowledges and agrees that the concessions, incentives, and waivers set forth in section 2.6 and section 2.7 above fully satisfy City’s duty to grant a density bonus and any other incentive, concession, or waiver of any building, zoning, or other requirement in connection with a density bonus. By way of this Agreement, Developer releases any and all claims Developer may have against City in any way 2701
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5 relating to or arising from any density bonus request for the Project other than those expressly set forth above.

2.9 Permits and Processing; Compliance with Laws. Developer, at its sole cost and expense, or as otherwise set forth in a separate written agreement, shall secure or cause to be secured any and all permits that may be required for development of the Project by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, Developer shall carry out and perform the development of the Project, or cause the performance of the development of the Project, in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by City, including the Project Approvals.

2.10 [intentionally omitted due to inapplicability]

2.11 Mechanic's Liens; Indemnification. Prior to the closing of the sale of an Affordable Unit, Developer shall take all actions necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against such Affordable Unit by reason of work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. Prior to the recording of this Agreement pursuant to Section 3.1 below, Developer shall provide evidence from a reputable title company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non-responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of Developer’s choosing and reasonably approved by City), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer.

3. RECORDING OF AGREEMENT

3.1 Recording. Prior to the issuance of any building permit for the Project, Developer shall record or shall cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. City shall cooperate with Developer in promptly executing in recordable form this Agreement.

4. SALE OF UNITS

4.1 Conveyance of Units. Developer may convey title to the Units at any time after the Effective Date, in accordance with this Agreement and any and all federal, state, and local laws and regulations. Developer may offer to sell some or all Units in phases or all at once in Developer’s discretion, provided Developer’s sale complies with applicable federal, state, and local laws and regulations. Developer shall convey title to each Affordable Unit through a purchase and sale agreement to be serviced through an escrow. Upon City’s request, Developer shall deliver to City a copy of the purchase and sale agreement and preliminary title report for the conveyance of an Affordable Unit.
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6 4.2 Notice to City. Developer shall provide City with no less than 60 days written notice prior to the date that Developer intends to commence activities to market, offer, or sell the Affordable Units.

4.3 Designation of Affordable Units. Prior to commencement of any activities to market, offer, or sell the Units, Developer shall designate the three (3) Units as Affordable Units.

Developer’s notice to City under Section 4.2 above shall disclose to City which Units Developer has designated as the Affordable Units.

4.4 Sale of Affordable Units. The sale price of each Affordable Unit shall be the Affordable Housing Cost. So that City may verify the amount is not more than the Affordable Housing Cost, Developer shall provide written notice to City of the sale price of each Affordable Unit prior to offering for sale the Affordable Unit. City verification shall be provided within 30 days of City’s receipt of Developer’s written notice of the proposed sale price. Developer shall sell each Affordable Unit only to those who qualify as a Qualified Purchaser, as determined pursuant to Sections 4.5 and 4.6. Developer shall not knowingly convey title to any Affordable Unit to a Household that does not qualify as a Very Low Income Household, and Developer shall not convey fee title to any Affordable Unit to a Very Low Income Household at a price that exceeds the Affordable Housing Cost for that Affordable Unit.

4.5 Income Verification. The proposed purchaser of an Affordable Unit shall provide and certify, for the purpose of City approval, the following information: the Social Security Number of the proposed purchaser; copies of the federal and state income tax returns filed by the proposed purchaser for the prior two calendar years; preceding six months of bank statements of the proposed purchaser; background documentation of any income (i.e. Social Security award letter, stock interest forms, court statement regarding support payments, retirement or pension benefit statement, etc.); copies of the two most current wage earning statements of the proposed purchaser; the purchase price that the proposed purchaser intends to pay for the Affordable Unit; and any other information that City may reasonably require to verify the income of the proposed purchaser. The proposed purchaser of an Affordable Unit shall also provide, for the purpose of City approval, a written statement signed by the proposed purchaser (in a form acceptable to City) that authorizes City to inspect, use, and rely on the information provided by the proposed purchaser, and waiving and releasing any right or claim that said proposed purchaser might otherwise have in the absence of such written authorization to maintain the privacy or confidentiality of such information. The information, statements, agreements, and other documents that a proposed purchaser is required to provide pursuant to this section 4.5 are collectively the “Income Verification Materials.” Developer shall have the obligation to collect and compile all Income Verification Materials from a proposed purchaser of an Affordable Unit. Developer shall be responsible for working with the proposed purchaser to compile all required Income Verification Materials to be submitted to the City for approval, which may be accomplished by Developer contracting with a third-party consultant to provide such services.

4.6 City Verification. Developer shall not convey fee title to any Affordable Units to a proposed purchaser until such time as City has determined (i) the proposed purchaser intends to occupy the Affordable Unit as a principal residence; (ii) the proposed purchaser is a Very Low Income Household; (iii) the purchase price for the Affordable Unit does not exceed the Affordable Housing Cost; (iv) the proposed purchaser and City have executed the Equity Sharing Agreement 2703
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7 and City Deed of Trust, both in a recordable form; and (v) the proposed conveyance will not otherwise violate the terms and conditions of this Agreement. Developer shall reasonably cooperate with City in its determination of the matters set forth in clauses (i)-(v) herein and Developer shall be entitled to conclusively rely on any City determination regarding Developer’s compliance with this Section 4.6. City shall respond to a request from Developer for verification of the matters in clauses (i)-(v) herein by written notice, which shall be delivered to Developer within 30 days of City’s receipt of all Income Verification Materials for the proposed purchaser of the Affordable Unit. If City is unable to verify the proposed purchaser’s income as provided herein, then the prospective purchaser’s income shall be deemed to exceed the maximum allowable limit for a Very Low Income Household. If City determines a proposed conveyance would violate this Agreement, City shall specify the reasons for the violation. If the proposed violation is not corrected to the satisfaction of City within 30 days after the date of the notice specifying the violation, or within such further time as City determines in its sole and absolute discretion is necessary to correct said violation, Developer shall not convey title to the proposed purchaser. City may apply to a court of competent jurisdiction for specific performance of this Agreement, for a declaration that the proposed conveyance is void, or for any such relief as may be appropriate under law or equity.

4.7 Quality Standards for Affordable Units. At the time of conveyance of an Affordable Unit from Developer to a Qualified Purchaser, the physical condition and quality of the Affordable Unit shall be in the same physical condition and of the same quality (as to standard features, but not upgrades) as the other Market Rate Units of the same model and size that Developer has offered for sale.

4.8 Execution and Recording of Equity Sharing Agreement and City Deed of Trust.

Prior to the close of escrow for each Affordable Unit, Developer shall coordinate the execution of the Equity Sharing Agreement by the City and the purchaser of the Affordable Unit and the execution of the City Deed of Trust by the purchaser of the Affordable Unit, with the Equity Sharing Agreement and City Deed of Trust executed in a recordable form. At the close of escrow, the escrow agent handing such close of escrow shall record or cause to be recorded the instruments effectuating the conveyance of the Affordable Unit in the Official Records for Orange County in the following order: (i) the grant deed conveying title to the Qualified Purchaser, (ii) the Equity Sharing Agreement, (iii) the City Deed of Trust, and (iv) any other required documents. Upon the date of recording, the terms and conditions of the Equity Sharing Agreement and the City Deed of Trust shall be binding upon and run with the Affordable Unit. City shall cooperate with Developer and each Qualified Purchaser to execute the Equity Sharing Agreement and City Deed of Trust and the attachments thereto for each Affordable Unit so that the Equity Sharing Agreement and City Deed of Trust may be recorded at the close of escrow for that particular Affordable Unit.

4.9 Sale of Units; Indemnification. In addition to any other indemnification provided in this Agreement, Developer shall indemnify, defend (with counsel of Developer’s choosing and reasonably approved by City), and hold harmless City and its officials, officers, employees, representatives, agents, and volunteers (collectively, “Indemnitees”) from and against any claims, liabilities, damages, or losses alleged or made against Indemnitees by any person or entity for any alleged or actual violation by Developer of any federal, state, or local law or regulation in connection with the sale by Developer of the Units or otherwise arising from any act or omission of Developer in violation of this Section 4, except in each instance to the extent caused by the 2704
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8 gross negligence or willful misconduct of any of the Indemnitees or caused by Developer’s compliance with the express requirements of this Agreement.

4.10 Qualified Purchaser Marketing and Orientation. Developer shall be responsible for marketing the Affordable Units to potential Qualified Purchasers. Developer shall coordinate with designated City staff for the marketing plan of any Affordable Units. As part of the marketing plan, and in no event later than the close of escrow of an Affordable Unit, City shall provide to the Qualified Purchaser of the Affordable Unit an in-person, informational session that will explain, in plain and simple language, the resale restrictions and other provisions of the Equity Sharing Agreement. Upon completion of the informational session, City shall cause the Qualified Purchaser to execute an agreement, in a form approved by City, acknowledging the Qualified Purchaser’s attendance at the informational session and providing for the Qualified Purchaser’s waiver and release of Developer and City from any claims or causes of action related to the restrictions on the marketability of the Affordable Unit, provided that the Qualified Purchaser represents that he or she understands the restrictions on marketability.

4.11 Transfer to Qualified Nonprofit Housing Corporation. If, despite bona fide good faith documented marketing efforts, Developer is unable to locate a Qualifying Household to purchase an Affordable Unit within one hundred eighty (180) calendar days after the issuance of a certificate of occupancy for such Affordable Unit, Developer may sell or otherwise transfer such Affordable Unit to a qualified nonprofit housing corporation that meets all of the requirements set forth in Government Code section 65915(c)(2)(A)(ii) and any other applicable provisions of state law, which sale or transfer shall satisfy the requirements of this Agreement applicable to Developer.

5. TERM

5.1 Term. The term of this Agreement commences on the Effective Date and will continue until all of the Affordable Units have been conveyed to Very Low Income Households pursuant to this Agreement and each Qualified Purchaser has entered into an Equity Sharing Agreement with City, which has been executed by both City and the Qualified Purchaser, each Qualified Purchaser has executed a City Deed of Trust in favor of City, and all of the Equity Sharing Agreements and City Deeds of Trust for all Affordable Units have been recorded.

Developer shall provide, upon City’s request, evidence that Equity Sharing Agreements and Deeds of Trust have been recorded for all of the Affordable Units. Each and every Qualified Purchaser of an Affordable Unit, however, shall continue to be bound by the restrictions set forth in this Agreement despite the termination of this Agreement, and said Qualified Purchaser shall be bound by the terms and conditions of the Equity Sharing Agreement and City Deed of Trust.

6. DEFAULT AND TERMINATION; INDEMNIFICATION

6.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement that is not cured within 30 days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein) constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than 30 days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such 30 day period, and thereafter diligently pursuing such cure to completion within an additional 60 days 2705
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9 following the conclusion of such thirty 30 day period (for a total of 90 days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default.

6.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

6.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of Developer’s choosing and reasonably approved by City), indemnify and hold harmless the Indemnitees from and against any loss, liability, claim, or judgment arising from or related to any act or omission of Developer in connection with its obligations under this Agreement, except to the extent caused by the gross negligence or willful misconduct of any of the Indemnitees or caused by Developer’s compliance with the express requirements of this Agreement. The provisions of this Section 6.3 shall survive the termination of this Agreement.

7. ASSIGNMENT; COVENANTS RUN WITH THE LAND

7.1 [intentionally omitted]

7.2 Covenants Run with the Land. The Property shall be developed and sold subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that Developer's interest in the Property may be rendered less valuable thereby. Developer hereby further declares its understanding and intent that this Agreement provides a public benefit in furtherance of benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. Notwithstanding anything in this Agreement to the contrary: (a) in the event that Developer transfers its interest in the Property to a successor, Developer shall have no further obligation or liability under this Agreement except to the extent arising out of an Event of Default by Developer under this Agreement that existed at the time of such transfer; and (b) this Agreement shall automatically terminate and be of no further force or effect, without any additional instrument 2706
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10 or other action required, as to each of the Market Rate Units upon the closing of the sale of each such Market Rate Unit to the initial purchaser thereof.

8. MISCELLANEOUS

8.1 Entire Agreement. This Agreement and all of its exhibits and attachments contains the Parties’ entire understanding and agreement with respect to the matters set forth herein, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine this Agreement’s terms or conditions.

8.2 Notices.

8.2.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of delivery shown on the delivery receipt, after deposit with a known and reliable next-day document delivery service (such as FedEx), charges prepaid and addressed to the recipient named below. All notices shall be addressed as follows:

If to City: City of Aliso Viejo
12 Journey, Suite 100
Aliso Viejo, CA 92656-5335
Attn: City Manager
Email: [email protected]
With a copy to: Best Best & Krieger LLP
18101 Von Karman Ave.

Unit 1000
Irvine, CA 92612
Attn: Scott Smith
Email: [email protected]
If to Developer: [NAME AND ADDRESS OF THE ENTITY THAT

ACQUIRES TITLE TO THE PROJECT AT THE PENDING CLOSING TO BE INSERTED]
With a copy to: Meritage Homes
18655 North Claret Drive, Suite 400
Scottsdale, AZ 85255
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11 Attention: CA Regional Counsel
Email: [insert]

8.2.2 Courtesy Email Notice. The noticing Party shall make a good-faith effort to also send a courtesy copy of the notice to the other Party by email. Failure to receive a courtesy copy under this Section 8.2.2 is not a defect in notice.

8.2.3 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

8.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement.

8.4 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof.

8.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

8.6 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates.

8.7 Joint and Several Obligations. If at any time during the term of this Agreement the Property or Project is owned, in whole or in part, by more than one party developing or selling the Units to the initial purchasers thereof, then all obligations of the Developer under this Agreement shall be joint and several as to such parties, and the default of any one of such Developers shall be the default of all such Developers.

8.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

8.9 Computation of Days. Unless otherwise specified in this Agreement or any exhibit attached hereto, use of the term “days” shall mean calendar days. For purposes of this Agreement and all exhibits attached hereto, “business days” means every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code section 19853(a) or successor statute, and any days in which City is closed for business. 2708
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12 8.10 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter.

8.11 Non-Discrimination. In performing its obligations under this Agreement, Developer shall not discriminate because of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, disability, veteran or military status, source of income, or genetic information, as defined and prohibited by applicable law. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

8.12 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument.

8.13 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

8.14 Attorneys' Fees and Costs. If any party to this Agreement institutes any action, suit, counterclaim, appeal or arbitration for any relief against another party, declaratory or otherwise (collectively an “Action”), to enforce the terms hereof or to declare rights hereunder or with respect to any inaccuracies or material omissions in connection with any of the terms, conditions, representations or warranties on the part of the other party to this Agreement, then the prevailing party in such Action, whether by arbitration or final judgment, shall be entitled to have and recover from the other party all costs and expenses of the Action, including reasonable attorneys’ fees and cost incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling or award (collectively, a “Decision”) granted therein, all of which shall be deemed to have accrued on the commencement of such Action. For purposes of this section, costs shall include, without limitation, in addition to costs incurred in prosecution or defense of the underlying action, reasonable attorneys’ fees, costs, expenses and expert fees and costs incurred in the following: (a) post judgment motions and collection actions; (b) discovery; and (c) appeals of any order or judgment. For the purposes of this Agreement the term “prevailing party” shall have the meaning set forth in California Code of Civil Procedure section 1032(a)(4).

8.15 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the development of such property. 2709
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13 8.16 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and in the satisfaction of the Project and conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements as may be reasonably necessary or proper to fulfill City's obligations under this Agreement. The City Manager may delegate their powers and duties under this Agreement to an authorized management level employee of City.

8.17 Amendment. Any alteration, change, or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council and signed on behalf of each Party. Any requested alteration, change, or modification of this Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for City’s review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California.
{Signatures on following page}
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14 IN WITNESS WHEREOF, the parties hereto have caused this Density Bonus Housing Agreement to be executed on the date set forth at the beginning of this Agreement.

DEVELOPER:
[NAME AND ENTITY TYPE OF THE

ENTITY THAT ACQUIRES TITLE TO

THE PROJECT AT THE PENDING
CLOSING TO BE INSERTED]
By: ___________________________
Name: _________________________
Title: __________________________
CITY:

City of Aliso Viejo,
a California municipal corporation
By: _____________________
Name:

Title:

ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
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15 ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of )
On before me,
, Notary
Public
(insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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16 ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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\43735612.7
17 2714
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1 Exhibit B

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ALISO

VIEJO, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

EXCEPTING THEREFROM ONE HUNDRED PERCENT (100%) OF ALL RIGHTS TO OIL,

GAS, AND OTHER HYDROCARBON AND MINERAL SUBSTANCES LYING UNDER OR

THAT MAY BE PRODUCED FROM THE ABOVE DESCRIBED LAND, TOGETHER WITH ONE HUNDRED PERCENT (100%) OF ALL RIGHTS TO THE PROCEEDS THEREFROM AND ONE HUNDRED PERCENT (100%) OF ALL RENTS, BONUSES, AND PROFITS

ACCRUING THEREFROM, WITHOUT, HOWEVER, ANY RIGHTS INCLUDING RIGHTS

OF ENTRY IN OR WITH RESPECT TO ANY PORTION OF THE SURFACE OR SUBSURFACE TO A VERTICAL DEPTH OF 500 FEET FROM THE SURFACE AS THE

SAME MAY FROM TIME TO TIME EXIST, AS RESERVED BY

DEEDS FROM LLOYDS BANK OF CALIFORNIA, FORMERLY FIRST WESTERN BANK

PARCEL B:

NON-EXCLUSIVE EASEMENTS FOR ACCESS, INGRESS, EGRESS, MAINTENANCE,

REPAIR AND FOR OTHER PURPOSES, ALL AS DESCRIBED IN THE DECLARATION

OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ALISO VIEJO COMMUNITY ASSOCIATION RECORDED APRIL 6, 1982, AS INSTRUMENT NO. 82-118353 OF OFFICIAL RECORDS, ORANGE COUNTY, CALIFORNIA; THE NOTICE OF

ANNEXATION AND SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR PACIFIC PARK BUSINESS CENTER 1 (DELEGATE DISTRICT NO. 14) OF ALISO VIEJO COMMUNITY ASSOCIATION, RECORDED APRIL 13, 1987, AS INSTRUMENT NO. 87-201111 OF OFFICIAL RECORDS, ORANGE COUNTY,

CALIFORNIA, AS AMENDED BY THE FIRST CERTIFICATE OF AMENDMENT OF

NOTICE OF ANNEXATION AND SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS, PACIFIC PARK BUSINESS CENTER 1 (TERRACE A) RECORDED SEPTEMBER 4, 1987, AS INSTRUMENT NO. 87-505204 OF OFFICIAL RECORDS, ORANGE COUNTY, CALIFORNIA.

APN: 623-091-01
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2 Exhibit B

EXHIBIT B

MAP SHOWING PROPERTY AND ITS LOCATION
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-1-

EXHIBIT C

EQUITY SHARING AGREEMENT (AND ATTACHMENTS)
(Attached behind this cover page)
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RECORDING REQUESTED BY:

AND WHEN RECORDED MAIL TO:

City of Aliso Viejo
12 Journey, Suite 100
Aliso Viejo, CA 92656-5335
Attn: City Manager
Free Recording pursuant to
Government Code 6103 & 27383

OWNER OCCUPANCY AND EQUITY SHARING AGREEMENT
(DENSITY BONUS UNIT)
Owner:

Property:

Purchase Price: $
Original Fair Market Value: $
City Subsidy Amount: $
This Owner Occupancy and Equity Sharing Agreement (“Equity Sharing Agreement”) is entered into as of this [date], by and between the City of Aliso Viejo, California, (“City”) and [name(s)] (referred to herein as “Buyer” and sometimes as “Owner”).

RECITALS
A. [developer name], a [entity type] applied for and received development entitlements from City for the development of a 61-unit residential project (three of which will be designated affordable units for very low income households (“Affordable Units”)), with related amenities and improvements (“Project”).

B. Pursuant to Government Code section 65915 et seq. (“State Density Bonus Law”), projects that include specified levels of affordable housing are entitled to receive certain density bonuses and other incentives to facilitate the economic feasibility of those projects.

C. In accordance with State Density Bonus Law, Developer has proposed to include five percent of the dwelling units in the Project for sale to persons or families of very low income and requested a [specify: density bonus, concession and waiver] in order to accommodate building a total development of 61 units.

D. On [date], City and Developer entered into that certain “Density Bonus Housing Agreement” pursuant to which Developer agreed to sell three of the Project’s units to households of very low income.
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E. Buyer intends to purchase the property located at 95 Argonaut in the City of Aliso Viejo, California, County of Orange more particularly described in Exhibit A-1 (“Property”), which Property contains one of the dwelling units that is to be sold by Developer to a household of very low income pursuant to the terms of the Density Bonus Housing Agreement.

F. To comply with the requirements of the Density Bonus Housing Agreement, Developer agrees to sell the Property to Buyer for a purchase price of $[insert] (“Original Purchase Price”). Buyer and City agree that the fair market value of the Property at time of purchase is $[insert] (“Original Fair Market Value”), which price is based on an appraisal conducted at the time of the purchase of the Property by Buyer, or such other method as agreed to by City and Buyer. The Original Purchase Price has been reduced from fair market value as a direct result of the requirements imposed by City on the Project pursuant to the Density Bonus Housing Agreement. City and Buyer acknowledge that the difference between the Original Fair Market Value and the Original Purchase Price, which is equal to $[insert], is a subsidy from City that has enabled Buyer to acquire the Property at an affordable price (“City Subsidy”).

G. State Density Bonus Law requires City to enter into an agreement with the purchaser of any affordable dwelling unit constructed and sold in exchange for such density bonus that allows City to recapture any initial subsidy and its proportionate share of appreciation. Buyer has agreed to execute and comply with this Equity Sharing Agreement in compliance with such requirements in consideration of the opportunity to purchase the Property at an affordable price, which is below the fair market value of the Property.

H. The purpose of this Equity Sharing Agreement is to: (i) place controls on ownership and occupancy of the Property; (ii) provide City with a right of first refusal in the event Owner desires or is compelled to Transfer the Property; and (iii) require payment of the City Subsidy and a share of the Property’s appreciation to City in accordance with the State Density Bonus Law. In accordance with the foregoing, Owner shall execute a promissory note in favor of City (“City Note”) to ensure the repayment of the City Subsidy and the City Shared Appreciation, as defined in Section 8.a. The form of the City Note is attached hereto as Exhibit B-1.

I. Buyer is receiving a first mortgage loan (“First Mortgage Loan”) from [lender name] (“First Lender”). The First Mortgage Loan is secured by a deed of trust dated [insert], executed by Buyer in favor of First Lender and recorded in the County of Orange concurrently herewith (“First Mortgage Deed of Trust”).

J. This Equity Sharing Agreement and the City Note shall be secured by a deed of trust on the Property (“City Deed of Trust”). The form of the City Deed of Trust is attached hereto as Exhibit C-1. This Equity Sharing Agreement and the City Deed of Trust shall be subordinate to the lien of the First Mortgage Deed of Trust.

NOW, THEREFORE, in consideration of the benefits received by Buyer and City hereunder, Buyer and City agree as follows:
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AGREEMENT

1. DEFINITIONS
The following terms are specially defined for this Equity Sharing Agreement and their definitions can be found in the sections indicated below:
a. “Affordable Housing Cost” — Same meaning as provided in the Density Bonus Housing Agreement.
b. “Buyer” or “Owner” — First sentence on page 1 of this Equity Sharing Agreement c. “City” — First sentence on page 1 of this Equity Sharing Agreement d. “City Deed of Trust” — Recital J
e. “City Note” — Recital H
f. “City Shared Appreciation” — Section 8.a
g. “City Subsidy” — Recital F
h. “Default” — Section 9
i. “Density Bonus Housing Agreement” – Recital D
j. “Eligible Capital Improvements” — Section 8.b
k. “Fair Market Value” — Section 6
l. “First Lender” — Recital I
m. “First Mortgage Deed of Trust” — Recital I
n. “First Mortgage Loan” — Recital I
o. “Original Fair Market Value” — Recital F
p. “Original Purchase Price” — Recital F
q. “Owner’s Notice of Intent to Transfer” — Section 6
r. “Property” — Recital E and Section 2
s. “Transfer” — Section 5

2. DESCRIPTION OF PROPERTY
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This Agreement concerns the real property commonly known as 95 Argonaut, Aliso Viejo, California 92656, which is more fully described in Exhibit A-1 (“Property”).

3. BUYER CERTIFICATIONS; OWNER OCCUPANCY REQUIREMENT
a. Owner Occupancy Requirement. The purpose of the City assistance provided pursuant to this Equity Sharing Agreement is to provide Buyer with the opportunity to become a homeowner. Investment in real estate is not the primary purpose of this Equity Sharing Agreement.

Therefore, Buyer shall occupy the Property as Buyer’s principal place of residence residing in the unit for at least 10 months out of any 12-month period. City may grant a temporary waiver of this occupancy requirement for good cause in its sole discretion. b. Buyer Certifications. Buyer certifies that the financial and other information previously provided in order to qualify to purchase the Property is true and correct as of the date first written above.

4. MAINTENANCE AND INSURANCE REQUIREMENTS
Buyer shall maintain a standard all risk property insurance policy equal to the replacement value of the Property (adjusted every five years by appraisal, if requested by City), naming City as an additional insured. Additional insurance requirements are set forth in Section 5 of the City Deed of Trust.

5. RESTRICTIONS ON RESALE OF THE PROPERTY
Any Transfer of the Property will be subject to the provisions of this Agreement. “Transfer” means any sale, assignment or transfer, voluntary or involuntary, of any interest in the Property, including, but not limited to, a fee simple interest, a joint tenancy interest, a life estate, a leasehold interest, an interest evidenced by a land contract by which possession of the Property is transferred and Owner retains title, or a deed of trust. Any Transfer without satisfaction of the provisions of this Agreement is prohibited and shall constitute a default by Owner for which City may exercise any and all remedies under this Agreement, the City Note and the City Deed of Trust.

A Transfer shall not include a conveyance: (i) to an existing spouse or domestic partner; (ii) by an Owner to a spouse or domestic partner where the spouse or domestic partner becomes the coowner of the Property; (iii) between spouses as part of a marriage dissolution proceeding; (iv) by Owner into an inter vivos trust in which Owner is the beneficiary; or (iv) refinance of the First Mortgage Loan meeting the requirements of Section 17; provided, however, that Owner shall provide written notice to City of all such conveyances within 30 days of the conveyance and Owner shall continue to occupy the Property as Owner’s principal place of residence (except where the conveyance occurs pursuant to subsection (iii) above, in which event the new owner shall occupy the Property and affirmatively assume Owner’s obligations under this Agreement, the City Note, and the City Deed of Trust).

6. NOTICE OF INTENDED TRANSFER; CITY’S RIGHT OF FIRST REFUSAL;

PREPARATION OF PROPERTY FOR SALE
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a. Notice of Intent to Transfer. If Owner intends to Transfer the Property, Owner shall promptly give City written notice of such intent (“Owner’s Notice of Intent to Transfer”). Owner shall give City the Owner’s Notice of Intent to Transfer prior to notifying real estate brokers or lenders of Owner’s intent to Transfer the Property and prior to listing of the Property on the Multiple Listing Service. The Owner’s Notice of Intent to Transfer shall be sent to City by certified mail, return receipt requested at the address provided in Section 22 below. The Owner’s Notice of Intent to Transfer shall include the information necessary for City to determine the Shared Appreciation of the Property, including the following information:
(1) The address of the Property;
(2) The date of purchase of the Property by Owner;
(3) The Original Fair Market Value of the Property at the time of Owner’s purchase as determined by City and Owner and set forth on the first page of this Equity Sharing Agreement;
(4) A copy of the HUD-1 Settlement Statement or equivalent document from the close of escrow on Owner’s purchase of the Property; (5) If Owner has made Eligible Capital Improvements to the Property that Owner wishes to include in the calculation of Shared Appreciation, a description of the improvements, the date the improvements were made, a copy of the letter granting prior City approval of the improvements (provided, however, if Owner did not obtain City approval of the Capital Improvements Owner may still include such Capital Improvements in the Notice of Intent to Transfer, however, it shall be within City’s sole discretion to determine whether to accept these Capital Improvements as Eligible Capital Improvements and if so, their value), evidence of cost of the improvements, and an appraisal that documents the value added to the Property by the Eligible Capital Improvements. Acceptance shall not be unreasonably withheld.;
(6) The date the Property will be placed on the market; and (7) The name and phone number of the person to contact to schedule inspection of the Property by City.
b. Fair Market Value Appraisal. Prior to the Transfer of the Property, the Fair Market Value of the Property at the time of Transfer shall be determined by a certified MAI or other qualified real estate appraiser approved in advance by City. If possible, the appraisal shall be based upon the sales prices of comparable properties sold in the market area during the preceding three month period. The cost of the appraisal shall be paid by Owner, unless the appraisal is obtained from a new purchaser. Further, in the event that Owner has made Eligible Capital Improvements, the value of which Owner wishes to retain, the appraisal shall determine the value of such Eligible Capital Improvements in accordance with Section 8.b below. Nothing in this section precludes 2722
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Owner and City from establishing the Fair Market Value of the Property at the time of Transfer by mutual agreement in lieu of an appraisal pursuant to this section. c. City’s Right of First Refusal. Upon receipt of an Owner’s Notice of Intent to Transfer, City shall have the first right to purchase the Property at the price and terms determined by Owner but for not more than an Affordable Housing Cost purchase price as determined at such time of proposed sale. City shall have such right and option (“First Option”) for 45 days after City receives Owner’s Notice of Intent to Transfer, after which, if not exercised, such First Option shall terminate. If City exercises the First Option, Owner shall not be liable for payment of the City Subsidy or the City Shared Appreciation pursuant to Section 8 below.

7. SALE OF PROPERTY BY OWNER
a. Subject to Section 6.c above, Owner may Transfer the Property to a person of Owner’s choosing at an unrestricted price (supported by an MAI or other qualified appraisal), and City shall reconvey the liens of this Equity Sharing Agreement and the City Deed of Trust from the Property, provided that Owner pays the full amount owed under the City Note to the City pursuant to Section 8 below. Owner shall provide City with the following documentation associated with such a Transfer:
(1) The name and address of the purchaser;
(2) The final sales contract and all other related documents which shall set forth all the terms of the sale of the Property, including a HUD-1 Settlement Statement. Said documents shall include at least the following terms: (a) the sales price; and (b) the price to be paid by the purchaser for Owner’s personal property, if any, for the services of Owner, if any, and any credits, allowances or other consideration, if any.
(3) A written certification, from Owner and the purchaser in a form acceptable to City that the sale shall be closed in accordance with the terms of the sales contract and other documents submitted to and approved by City. The certification shall also provide that the purchaser or any other party has not paid and will not pay to Owner, and Owner has not received and will not receive from the purchaser or any other party, money or other consideration, including personal property, in addition to what is set forth in the sales contract and documents submitted to City. The written certification shall also include a provision that in the event a Transfer is made in violation of the terms of this Equity Sharing Agreement or false or misleading statements are made in any documents or certification submitted to City, City shall have the right to foreclose on the Property or file an action at law or in equity as may be appropriate. In any event, any costs, liabilities or obligations incurred by Owner and the purchaser for the return of any moneys paid or received in violation of this Equity Sharing Agreement or for any costs and legal expenses, shall be borne by Owner and/or the purchaser and they shall hold City and its designee harmless and reimburse 2723
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their expenses, legal fees and costs for any action they reasonably take in good faith in enforcing the terms of this Equity Sharing Agreement. (4) A copy of the MAI or other qualified appraisal prepared for the Property in accordance with Section 6.b.
(5) Upon the close of the proposed sale, a copy of the final sales contract, HUD1 Settlement Statement, escrow instructions, and any other documents which City may reasonably request.

8. PAYMENT TO CITY OF CITY SUBSIDY AND SHARED APPRECIATION a. Upon a Transfer of the Property to a person other than City pursuant to Section 7, Owner shall pay to City the City Subsidy plus the City Shared Appreciation, less the value of any Eligible Capital Improvements as determined pursuant to Section 7.b below. The “City Subsidy,” as defined in Recital F, is equal to the amount by which the Original Fair Market Value of the Property exceeds the Original Purchase Price of the Property. “City Shared Appreciation” shall be calculated pursuant to the City Note but by way of information the following sets forth the method for determining the City Shared Appreciation. If there is any inconsistency between the City Note and this Equity Sharing Agreement with respect to the determination of City Shared Appreciation, the City Note shall control. City Shared Appreciation shall be calculated by dividing the City Subsidy amount by the Original Fair Market Value of the Property. The resulting percentage, rounded to the closest one-tenth of a percentage point, shall be multiplied by the amount calculated by subtracting the Original Fair Market Value from the Fair Market Value at the time of the Transfer and the product of that calculation shall equal the City Shared Appreciation.
b. The value of any Eligible Capital Improvements shall be the value of any substantial structural or permanent fixed improvements which Owner has made to the Property after Owner’s purchase of the Property, provided that such improvements are: (i) made or installed by Owner in conformity with applicable building codes at the time of installation; and (ii) approved in advance by City in writing. The value of such Eligible Capital Improvements which is retained by Owner shall be limited to appraised increases in value to the Property as a result of the improvements (as determined by the appraisal performed as described in Section 6.b, above), including any depreciation in value of the capital improvements since the time of installation, and not the cost of construction of the improvements to the Property. c. The City Subsidy and the City Shared Appreciation, less the value of any Eligible Capital Improvements, shall be a debt of Owner to City, evidenced by this Equity Sharing Agreement and the City Note, and secured by the City Deed of Trust. Owner acknowledges that City shall have no obligation to cause reconveyance of this Equity Sharing Agreement or of the City Deed of Trust until the City Subsidy and the City Shared Appreciation are paid to City. City shall utilize the repayment of the City Subsidy and the City Shared Appreciation within five years of receipt of such funds for any of the purposes described in subdivision (e) of section 33334.2 of the Health and Safety Code that promote homeownership.
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d. Notwithstanding the foregoing, in no event shall Owner be obligated to pay the City Subsidy and City Shared Appreciation in an amount that would result in the amount of sales proceeds available to Owner being less than the Original Purchase Price for the Property as set forth above unless Owner has made a Transfer in violation of this Agreement.

9. DEFAULTS
a. The following events shall constitute a “Default” by Owner under this Equity Sharing Agreement:
(1) City determines that Owner has made a misrepresentation to obtain the benefits of purchase of the Property or in connection with its obligations under this Equity Sharing Agreement;
(2) Owner fails to occupy the Property as required pursuant to Section 3 above; (3) Owner makes a Transfer in violation of this Equity Sharing Agreement; (4) Owner otherwise fails to comply with the requirements of this Equity Sharing Agreement, the City Note, or the City Deed of Trust and such violation is not corrected to the satisfaction of City within 10 days after the date of written notice by City to Owner of such violation; (5) A lien is recorded against the Property other than the lien of a bone fide First Mortgage Loan;
(6) Owner places a mortgage on the Property in violation of Section 17 below; (7) Owner declares a bankruptcy or makes an assignment of assets for the benefit of creditors.
b. Upon a declaration of Default by City under this Equity Sharing Agreement, City may pursue any or all of the following remedies:
(1) Declare the City Subsidy and City Shared Appreciation immediately due and payable without further demand, declare a default under the City Note, and invoke the power of sale under the City Deed of Trust; (2) Apply to a court of competent jurisdiction for any such relief at law or in equity as may be appropriate including, but not limited to, the collection of damages from Owner, which damages shall include City’s costs associated with administering City’s affordable housing program and the cost to City of providing sufficient assistance to a very low income household to acquire a market rate home at an affordable housing cost as that term is defined in Health and Safety Code section 50052.5; and
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(3) Declare a Default under the City Note and City Deed of Trust and pursue all City remedies thereunder.

10. NOTICE OF DEFAULT AND FORECLOSURE
a. A request for notice of default and any notice of sale under any deed of trust or mortgage with power of sale encumbering the Property shall be recorded by City in the Office of the Recorder of the County of Orange for the benefit of City. City may declare a Default under this Equity Sharing Agreement upon receipt of any notice given to City pursuant to Civil Code section 2924b, and may exercise its rights as provided in Section 9. b. In the event of default and foreclosure, City shall have the same right as Owner to cure defaults and redeem the Property prior to the foreclosure sale. Nothing herein shall be construed as creating any obligation of City to cure any such default, nor shall this right to cure and redeem operate to extend any time limitations in the default provisions of the underlying deed of trust or mortgage.
c. If City failed to file the request for notice of default, City’s right to purchase the Property shall commence from the date a notice of default is given by City to Owner.

11. NON-LIABILITY OF CITY
a. Non-liability for Negligence, Loss, or Damage. Owner acknowledges, understands and agrees that the relationship between Owner and City is solely that of an owner and an administrator of a City affordable housing program, and that City does not undertake or assume any responsibility for or duty to Owner to select, review, inspect, supervise, pass judgment on, or inform Owner of the quality, adequacy or suitability of the Property or any other matter. City owes no duty of care to protect Owner against negligent, faulty, inadequate or defective building or construction or any condition of the Property and Owner agrees that neither Owner, or Owner’s heirs, successors or assigns shall ever claim, have or assert any right or action against City for any loss, damage or other matter arising out of or resulting from any condition of the Property and will hold City harmless from any liability, loss or damage for these things. b. Indemnity. Owner agrees to defend, indemnify, and hold City harmless from all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorney’s fees that City may incur as a direct or indirect consequence of: (1) Owner’s default, performance, or failure to perform any obligations as and when required by this Equity Sharing Agreement or the Deed of Trust; or (2) the failure at any time of any of Owner’s representations to City to be true and correct.

12. RESTRICTIONS ON FORECLOSURE PROCEEDS
If a creditor acquires title to the Property through a deed in lieu of foreclosure, a trustee’s deed upon sale, or otherwise, Owner shall not be entitled to the proceeds of sale except to the extent that such proceeds otherwise payable to Owner exceeds the amounts owed to City including the City Subsidy and City Shared Appreciation pursuant to the City Note. Owner shall instruct the 2726
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holder of such excess proceeds to pay such proceeds to City in consideration of the benefits received by Owner through purchase of the Property.

13. RESTRICTION ON INSURANCE PROCEEDS
If the Property is damaged or destroyed and Owner elects not to rebuild or repair the Property, Owner shall pay City the portion of any insurance proceeds received by Owner for such destruction or damage which is equal to the City Subsidy plus the City Shared Appreciation calculated pursuant to Section 8 above, with the total amount of insurance proceeds serving as the Fair Market Value upon Transfer of the Property, provided that in no event shall City receive insurance proceeds in an amount that results in the amount of insurance proceeds available to Owner being less than the Original Purchase Price for the Property as set forth above.

14. TERM OF AGREEMENT
All the provisions of this Equity Sharing Agreement, including the benefits and burdens, run with the Property and this Equity Sharing Agreement shall bind, and the benefit hereof shall inure to, Owner, Owner’s heirs, legal representatives, executors, successors in interest and assigns, and to City and its successors, until the date of Transfer of the Property and payment to City of the City Subsidy and the City Shared Appreciation.

15. SUPERIORITY OF AGREEMENT
Owner covenants that Owner has not, and will not, execute any other agreement with provisions contradictory to or in opposition to the provisions hereof, and that, in any event, this Equity Sharing Agreement is controlling as to the rights and obligations between and among Owner and City and their respective successors.

16. SUBORDINATION
a. Notwithstanding any provision herein, this Equity Sharing Agreement shall not diminish or affect the rights of the First Lender under the First Lender Deed of Trust or any subsequent First Lender deeds of trust hereafter recorded against the Property in compliance with Section 17 below.
b. Notwithstanding any other provision hereof, the provisions of this Equity Sharing Agreement and the City Deed of Trust shall be subordinate to the lien of the First Mortgage Deed of Trust and shall not impair the rights of the First Lender, or such lenders’ assignees or successors in interest to exercise their remedies under the First Mortgage Deed of Trust in the event of default under the First Mortgage Deed of Trust by Owner. Such remedies under the First Mortgage Deed of Trust include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. After such foreclosure or acceptance of a deed in lieu of foreclosure, this Equity Sharing Agreement and the City Deed of Trust shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter; provided; however, if the holder of such First Mortgage Deed of Trust acquires title to the Property pursuant to a deed or assignment in lieu of foreclosure, this Equity Sharing Agreement and the City Deed of Trust shall automatically terminate upon such acquisition of title, only if (i) City has been given written notice of default 2727
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under such First Mortgage Deed of Trust with 60-day cure period and (ii) City shall not have cured the default within such 60-day period or commenced to cure and given its firm commitment to complete the cure in form and substance acceptable to the First Lender.

17. REFINANCE OF MORTGAGE LOAN
The outstanding principal on the City Note shall not be due upon prepayment and refinancing of the First Mortgage Loan, and this Agreement and the City Deed of Trust shall be subordinated to the refinanced First Mortgage Loan, provided that following such refinance, the principal amount of all debt secured by the Property will not exceed the original principal amount of the First Mortgage Loan unless some other amount is approved by City in writing, in City’s sole and absolute discretion. Mortgage loans or equity lines of credit junior in lien priority to the City Deed of Trust are not permitted. City and Owner agree that the requirements of this Section 17 are necessary to ensure the continued affordability of the Property to Owner and to minimize the risk of loss of the Property by Owner through default and foreclosure of mortgage loans. Owner further acknowledges that violation of the provisions of this Section 17 shall constitute a Default under this Equity Sharing Agreement.

18. NONDISCRIMINATION
Owner covenants by and for itself and its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, religion, creed, age, disability, sex, sexual orientation, marital status, ancestry or national origin in the sale, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Owner or any person claiming under or through Owner establish or permit any such practice or practices of discrimination or segregation with reference to the use, occupancy, or transfer of the Property. The foregoing covenant shall run with the land.

19. INVALID PROVISIONS
If any one or more of the provisions contained in this Equity Sharing Agreement shall for any reason be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Equity Sharing Agreement, and this Equity Sharing Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

20. CONTROLLING LAW
The terms of this Equity Sharing Agreement shall be interpreted under the laws of the State of California. The venue for any legal action pertaining to this Agreement shall be Orange County, California.

21. NO WAIVER
No delay or omission in the exercise of any right or remedy of City upon any default by Owner shall impair such right or remedy or be construed as a waiver. City’s failure to insist in any one or more instance upon the strict observance of the terms of this Equity Sharing Agreement 2728
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shall not be considered a waiver of City’s right thereafter to enforce the provisions of the Equity Sharing Agreement. City shall not waive its rights to enforce any provision of this Equity Sharing Agreement unless it does so in writing, signed by an authorized agent of City.

22. NOTICES
a. All notices required herein shall be sent by certified mail, return receipt requested or express delivery service with a delivery receipt and shall be deemed to be effective as of the date received or the date delivery was refused as indicated on the return receipt as follows:

To Owner:
_____________________
_____________________
_____________________
At the address of the Property:
_________________________
_________________________
Aliso Viejo, CA 9____
To City:

City of Aliso Viejo
12 Journey, Suite 100
Aliso Viejo, CA 92656-5335
Attn: Mitzi Ortiz, City Manager
With Copy to:
_____________________
_____________________
_____________________
b. The parties may subsequently change addresses by providing written notice of the change in address to the other parties in accordance with this Section.

23. INTERPRETATION OF AGREEMENT
The terms of this Equity Sharing Agreement shall be interpreted so as to avoid speculation on the Property and to insure to the extent possible that its sales price and mortgage payment remain affordable to [specify] income households.

24. EXHIBITS
Any exhibits referred to in this Equity Sharing Agreement are hereby incorporated herein by this reference.

25. ATTORNEYS FEES
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If any action is filed in a court of competent jurisdiction related to this Equity Sharing Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.

26. TAX RETURNS
Owner shall execute such documents as are necessary to provide City with access to Owners filed federal income tax returns.

27. ACKNOWLEDGEMENT OF TERMS
Owner hereby acknowledges that, prior to Owner’s execution of this Equity Sharing Agreement, City provided Owner with an in-person, informational session during which City explained, in plain and simple language, the resale restrictions and other material provisions of this Equity Sharing Agreement.

28. ENTIRE AGREEMENT
This Equity Sharing Agreement (along with the City Note and City Deed of Trust) sets forth the entire understanding and agreement of City and Owner and any amendment, alteration or interpretation of this Equity Sharing Agreement must be in writing signed by both City and Owner.

IN WITNESS WHEREOF, the parties have executed this Equity Sharing Agreement on or as of the date first written above.

CITY: BUYER
Mitzi Ortiz, City Manager
City of Aliso Viejo
_________________
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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EXHIBIT A-1
Legal Description of Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ALISO

VIEJO, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

EXCEPTING THEREFROM ONE HUNDRED PERCENT (100%) OF ALL RIGHTS TO OIL,

GAS, AND OTHER HYDROCARBON AND MINERAL SUBSTANCES LYING UNDER OR

THAT MAY BE PRODUCED FROM THE ABOVE DESCRIBED LAND, TOGETHER WITH ONE HUNDRED PERCENT (100%) OF ALL RIGHTS TO THE PROCEEDS THEREFROM AND ONE HUNDRED PERCENT (100%) OF ALL RENTS, BONUSES, AND PROFITS

ACCRUING THEREFROM, WITHOUT, HOWEVER, ANY RIGHTS INCLUDING RIGHTS

OF ENTRY IN OR WITH RESPECT TO ANY PORTION OF THE SURFACE OR SUBSURFACE TO A VERTICAL DEPTH OF 500 FEET FROM THE SURFACE AS THE

SAME MAY FROM TIME TO TIME EXIST, AS RESERVED BY

DEEDS FROM LLOYDS BANK OF CALIFORNIA, FORMERLY FIRST WESTERN BANK

PARCEL B:

NON-EXCLUSIVE EASEMENTS FOR ACCESS, INGRESS, EGRESS, MAINTENANCE,

REPAIR AND FOR OTHER PURPOSES, ALL AS DESCRIBED IN THE DECLARATION

OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ALISO VIEJO COMMUNITY ASSOCIATION RECORDED APRIL 6, 1982, AS INSTRUMENT NO. 82-118353 OF OFFICIAL RECORDS, ORANGE COUNTY, CALIFORNIA; THE NOTICE OF

ANNEXATION AND SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR PACIFIC PARK BUSINESS CENTER 1 (DELEGATE DISTRICT NO. 14) OF ALISO VIEJO COMMUNITY ASSOCIATION, RECORDED APRIL 13, 1987, AS INSTRUMENT NO. 87-201111 OF OFFICIAL RECORDS, ORANGE COUNTY,

CALIFORNIA, AS AMENDED BY THE FIRST CERTIFICATE OF AMENDMENT OF

APN: 623-091-01
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EXHIBIT B-1
City Note
[Attached behind this cover page]
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CITY OF ALISO VIEJO PROMISSORY NOTE
Secured by Deed of Trust
$________________________ , 202_
And City Shared Appreciation
FOR VALUE RECEIVED, the undersigned [name(s)] (“Borrower”) promises to pay to the City of Aliso Viejo, a California municipal corporation (“City”), at 12 Journey, Suite 100, Aliso Viejo, CA 92656-5335, or such other place as City may designate in writing: (i) a principal amount of $[amount] (“City Subsidy”), which amount constitutes a subsidy provided by City to Borrower pursuant to that certain Owner Occupancy and Equity Sharing Agreement entered into by and between Borrower and City dated [date] (“Equity Sharing Agreement”) for purchase of the Property located at [address] in the City of Aliso Viejo, California (“Property”); and (ii) the City Shared Appreciation, as defined herein.

1. Purpose of Loan. Borrower is purchasing the Property, which is being sold by [developer name], a [entity type] (“Developer”) pursuant to that certain Density Bonus Housing Agreement entered into by and between City and Developer to ensure that a certain number of the housing units being constructed by Developer are sold at an affordable housing cost to [specify] income households. The purchase price of the Property has been set substantially below the market value so that the Property will be affordable for purchase by [specify] income households. Because the purchase price has been set below the market value, Borrower is required and has agreed to enter into the Equity Sharing Agreement with City, which requires Borrower to pay the City Subsidy and the City Shared Appreciation to City. This Note evidences the obligation of Borrower to pay the City Subsidy and the City Shared Appreciation to City pursuant to the Equity Sharing Agreement.

2. Definitions. The terms set forth in this section shall have the following meanings in this Note.
a. “Borrower” has the meaning set forth in the first paragraph on page 1 of this Note.
b. “City” means the City of Aliso Viejo, California.
c. “City Deed of Trust” means the deed of trust and security agreement that secures the Equity Sharing Agreement and this Note on the Property. d. “City Subsidy” has the meaning provided in the first paragraph on page 1 of this Note.
e. “City Shared Appreciation” means and shall be calculated by dividing the City Subsidy amount by the Original Fair Market Value of the Property. The resulting percentage, rounded to the closest one-tenth of a percentage point, shall be multiplied by the 2735
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amount calculated by subtracting the Original Fair Market Value from the Fair Market Value at the time of Transfer and the product of that calculation shall equal the City Shared Appreciation. f. “Developer” has the meaning provided in Section 1 of this Note. g. “Eligible Capital Improvements” has the meaning provided in Section 8.b of the Equity Sharing Agreement.
h. “Equity Sharing Agreement” has the meaning provided in the first paragraph on page 1 of this Note.
i. “Fair Market Value at the time of Transfer” has the meaning provided in Section 6.b of the Equity Sharing Agreement. j. “First Mortgage Loan” has the meaning provided in Recital I of the Equity Sharing Agreement.
k. “First Option” has the meaning provided in Section 6.c of the Equity Sharing Agreement.
l. “Original Fair Market Value” has the meaning set forth in the Recital F of the Equity Sharing Agreement.
m. “Original Purchase Price” has the meaning set forth in Recital F of the Equity Sharing Agreement.
n. “Note” means this promissory note.
o. “Property” means the dwelling, and the real property on which the dwelling is located, which secure the City Deed of Trust executed in connection with this Note.

The Property’s location is provided in the first paragraph on page 1 of this Note. p. “Transfer” has the meaning provided in Section 5 of the Equity Sharing Agreement.

3. Term. The term of this Note commences on the date of this Note and expires on the earlier of (i) the date of Transfer of the Property and the payment to City of the City Subsidy and the City Shared Appreciation; or (ii) upon City’s exercise of the First Option in accordance with Section 6.c of the Equity Sharing Agreement.

4. Payment.
a. Subject to Subsections 4.b and 4.c below, the total amount of the City Subsidy and the City Shared Appreciation, less the value of any Eligible Capital Improvements, shall immediately become due and payable upon the occurrence of any of the following: (i) Borrower defaults under this Note, the Equity Sharing Agreement, the City Deed of Trust, or the 2736
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First Mortgage Loan; (ii) upon a Transfer of the Property as set forth in Section 8 of the Equity Sharing Agreement; or (iii) Borrower ceases to occupy the Property as the Buyer’s principal place of residence as set forth in Section 3 of the Equity Sharing Agreement. b. Unless Borrower has made a Transfer in violation of the Equity Sharing Agreement, in no event shall Borrower be obligated to pay the City Subsidy and the City Shared Appreciation in an amount that would result in the amount of sales proceeds available to Borrower being less than the Property’s Original Purchase Price. c. If City exercises the First Option in accordance with Section 6.c of the Equity Sharing Agreement, this Note shall immediately terminate and Borrower shall not be liable for payment of the City Subsidy or the City Shared Appreciation.

5. Security. This Note is secured by the City Deed of Trust, which also secures the Equity Sharing Agreement.

6. No Assumption of Note by Subsequent Buyers; Acceleration. Borrower acknowledges that this Note is given in connection with the purchase the Property as part of a City program to assist in the purchase of homes by [specify] income households. Consequently, this Note is not automatically assumable, but is subject to section 711.5 of the California Civil Code, which allows City to accelerate all amounts due under this Note if any subsequent sale or transfer of the Property of any kind does not comply with the provisions of the Equity Sharing Agreement.

7. Refinance of First Mortgage Loan. The outstanding principal on this Note shall not be due upon prepayment and refinance of the First Mortgage Loan, and the City Deed of Trust and Equity Sharing Agreement shall be subordinated, provided that such refinancing meets the requirements of Section 17 of the Equity Sharing Agreement.

8. Default. Borrower shall be in default under this Note if Borrower is in default under any mortgage loan on the Property (including the First Mortgage Loan) following the expiration of applicable cure periods, or if, after the notice and cure period provided by City to Borrower pursuant to the notice and cure provisions of the City Deed of Trust, Borrower (i) fails to pay any money when due under this Note; (ii) breaches any representation or covenant made in this Note or the Equity Sharing Agreement in any material respect; or (iii) breaches any provision of the City Deed of Trust or the Equity Sharing Agreement.

9. Acceleration. Upon the occurrence of a default under this Note, the Equity Sharing Agreement, the City Deed of Trust, or the First Mortgage Loan, City shall have the right to declare the City Subsidy and the City Shared Appreciation immediately due and payable.

10. Non-liability for Negligence, Loss, or Damage. Borrower acknowledges, understands and agrees that the relationship between Borrower and City is solely that of borrower and lender, and that City neither undertakes nor assumes any responsibility for or duty to Borrower to select, review, inspect, supervise, pass judgment on, or inform Borrower of the quality, adequacy or suitability of the Property or any other matter. City owes no duty of care to protect Borrower against negligent, faulty, inadequate or defective building or construction or any 2737
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condition of the Property and Borrower agrees that neither Borrower, or Borrower’s heirs, successors or assigns shall ever claim, have or assert any right or action against City for any loss, damage or other matter arising out of or resulting from any condition of the Property and will hold City harmless from any liability, loss or damage for these things.

11. Indemnity. Borrower agrees to defend, indemnify, and hold City harmless from all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorney’s fees that City may incur as a direct or indirect consequence of:
a. Borrower’s default, performance, or failure to perform any obligations as and when required by this Note, the City Deed of Trust, and the Equity Sharing Agreement; or b. The failure at any time of any of Borrower’s representations or warranties to be true and correct.

12. No Waiver by City. Failure by City to pursue its legal and equitable remedies upon Borrower’s default shall not constitute a waiver of City’s right to declare a default and exercise all of its rights under this Note, the City Deed of Trust and the Equity Sharing Agreement. Failure to declare amounts due shall not constitute a waiver on the part of City of the right to declare them due in the event of any subsequent Transfer. Nor shall acceptance by City of any payment provided for herein constitute a waiver of City’s right to require prompt payment of any remaining principal owed. A waiver of any term of the Note must be made in writing, signed by an authorized agent of City, and shall be limited to the express written terms of such waiver.

13. Interest. Notwithstanding any other provision of this Note, or any instrument securing the obligations of Borrower under this Note, if, for any reason whatsoever, the payment of any sums by Borrower pursuant to the terms of this Note would result in the payment of interest which would exceed the amount that City may legally charge under the laws of the State of California, then the amount by which payments exceeds the lawful interest rate shall automatically be deducted from the principal balance owing on this Note, so that in no event shall Borrower be obligated under the terms of this Note to pay any interest which would exceed the lawful rate.

14. Attorney’s Fees and Costs. Borrower agrees that if any amounts due under this Note are not paid when due, to pay in addition to the City Subsidy and City Shared Appreciation, all costs and expenses of collection and reasonable attorney fees paid or incurred by City in connection with the collection or enforcement of this Note, whether or not suit is filed.

15. Joint and Several Obligations. This Note is the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns.

16. No Offset. Borrower hereby waives any rights of offset it now has or may hereafter have against City, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note.
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17. Borrower’s Waiver. Borrower and any endorsers or guarantors of this Note, for themselves, their heirs, legal representatives, successors and assigns, respectively, severally waive diligence, presentment, protest, and demand, and notice of protest, notice of dishonor and notice of nonpayment of this Note, and expressly waive any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waive the right to plead any and all statutes of limitations as a defense to any demand on this Note or agreement to pay the same, and jointly and severally agree to pay all costs of collection when incurred, including reasonable attorneys’ fees.

18. Notices. All notices required in this Note shall be sent by certified mail, return receipt requested, or express delivery service with a delivery receipt, or personally delivered with a delivery receipt obtained and shall be deemed to be effective as of the date shown on the delivery receipt as the date of delivery, the date delivery was refused, or the date the notice was returned as undeliverable as follows:

To Borrower:
___________________
___________________
___________________
At the address of the Property:
__________________
__________________
Aliso Viejo, CA ________
To City:

City of Aliso Viejo
12 Journey, Suite 100
Aliso Viejo, CA 92656-5335
Attn: Mitzi Ortiz, City Manager
The parties may subsequently change addresses by providing written notice of the change in address to the other parties in accordance with this section.

19. Controlling Law. This Note shall be construed in accordance with and be governed by the laws of the State of California.

20. Assignment by City. City may assign its right to receive the proceeds under this Note to any person and upon notice to Borrower by City all payments shall be made to the assignee.

21. Severability. Any provision of this Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
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22. Entire Agreement. This Note (along with the Equity Sharing Agreement and the City Deed of Trust) sets forth the entire understanding and agreement of City and Borrower and any amendment, alteration or interpretation of this Note must be in writing signed by both City and Borrower.

BORROWER:
______________
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EXHIBIT C-1
City Deed of Trust
[Attached behind this cover page]
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RECORDING REQUESTED BY:

AND WHEN RECORDED MAIL TO:

City of Aliso Viejo
12 Journey, Suite 100
Aliso Viejo, CA 92656-5335
Attn: [ ]
Free Recording pursuant to
Government Code 6103 & 27383

DEED OF TRUST

AND SECURITY AGREEMENT
(DENSITY BONUS UNIT)
Note to Borrower:

This Deed of Trust Contains
Provisions Restricting Assumptions
THIS DEED OF TRUST AND SECURITY AGREEMENT (“Deed of Trust”) made this [date], among the trustor, [name(s)] (“Borrower”), whose address is [address], Aliso Viejo, California, [name] Title Company (“Trustee”) and the City of Aliso Viejo, California (“City”) as Beneficiary.

Borrower, in consideration of the promises herein recited and the trust herein created, irrevocably grants, transfers, conveys and assigns to Trustee, in trust, with power of sale, the property located in the City of Aliso Viejo, County of Orange, State of California, described in the attached Exhibit “1” and more commonly known as: [address], Aliso Viejo, California [zip code] (“Property”).

TOGETHER with all the improvements now or hereafter erected on the Property, and all easements, rights, appurtenances, and all fixtures now or hereafter attached to the Property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the Property covered by this Deed of Trust; and TOGETHER with all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefore, whether or not the same as, or shall be attached to said building or buildings in any manner; and all of the foregoing, together with the Property, is herein referred to as the “Security;” 2742
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To have and to hold the Security together with acquittances to Trustee, its successors and assigns forever;
TO SECURE to City the performance of the covenants and agreements of Borrower contained in the Owner Occupancy and Equity Sharing Agreement executed by and between Borrower and City (“Equity Sharing Agreement”);
TO SECURE to City the repayment of the sums evidenced by a promissory note executed by Borrower and City dated [insert] (“Note”), which note provides for repayment of a City Subsidy in the amount of $[insert], and City’s share of appreciation in the value of the Property, based on City’s proportionate assistance to Borrower, as more particularly described in the Note and the Equity Sharing Agreement; and
TO SECURE the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Deed of Trust; and the performance of the covenants and agreements Borrower herein contained.

BORROWER AND CITY COVENANT AND AGREE AS FOLLOWS:

1. Borrower’s Estate. Borrower is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Security, that other than this Deed of Trust, the Security is encumbered only by: (1) a deed of trust executed by Borrower in connection with a loan made to Borrower by [lender name] (“First Lender”), dated [date], executed by Borrower in favor of First Lender, securing a first mortgage loan (“First Mortgage Loan”) to assist in the purchase of the Property (“First Lender Deed of Trust:); (2) the Note; (3) the Equity Sharing Agreement; and (4) any other deeds of trust or encumbrances approved by City. Borrower agrees to warrant and defend generally the title to the Security against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring City’s interest in the Security. As used in this Deed of Trust, the term “First Lender” shall include all successors and assigns of First Lender.

2. Repayment. Borrower will promptly repay, when due, all amounts due under the Note. The Note contains the following provisions concerning repayment under certain conditions:

Borrower acknowledges that this Note is given in connection with the purchase of the Property as part of a City program to assist in the purchase of homes by [specify] income households. Consequently, this Note is not automatically assumable, but is subject to section 711.5 of the California Civil Code, which allows the City to accelerate all amounts due under this Note if any subsequent sale or transfer of the Property of any kind does not comply with the provisions of the Equity Sharing Agreement.

3. Equity Sharing Agreement. Borrower will observe and perform all of the covenants and agreements of the Equity Sharing Agreement.

4. Charges; Liens. Borrower will pay all taxes, assessments and other charges, fines and impositions attributable to the Security which may attain a priority over this Deed of Trust, by 2743
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making any payment, when due, directly to the payee thereof. Borrower will promptly furnish to City all notices of amounts due under this paragraph, and in the event Borrower makes payment directly, Borrower will promptly discharge any lien which has priority over this Deed of Trust; provided, that Borrower will not be required to discharge the lien of the First Lender Deed of Trust (securing the First Mortgage Loan) or any other lien described in this paragraph so long as Borrower will agree in writing to the payment of the obligation secured by such lien in a manner acceptable to City, or will, in good faith, contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the Security or any part thereof.

5. Hazard Insurance. Borrower will keep the Security insured by a standard fire and extended coverage insurance policy in at least such amounts and for such periods as City may require, which amounts shall be the greater of (1) the sum of the loan amounts under the Note and the First Mortgage Loan or (2) the replacement cost of the Security, but in no event less than (3) the amount necessary to prevent Borrower from becoming a co-insurer under the terms of the policy.

The insurance carrier providing this insurance shall be licensed to do business in the State of California and be chosen by Borrower subject to approval by City; provided, that such approval will not be withheld if the insurer is also approved by the First Lender.

All insurance policies and renewals thereof will be in a form acceptable to City and will include a standard mortgagee clause with standard lender’s endorsement in favor of the holder of the First Mortgage Loan and City as their interests may appear and in a form acceptable to City.

City shall have the right to hold, or cause its designated agent to hold, the policies and renewals thereof, and Borrower shall promptly furnish to City, or its designated agent, the original insurance policies or certificates of insurance, all renewal notices and all receipts of paid premiums. In the event of loss, Borrower will give prompt notice to the insurance carrier and City or its designated agent. City, or its designated agent, may make proof of loss if not made promptly by Borrower.

City shall receive 30 days advance notice of cancellation of any insurance policies required under this section.

Unless City and Borrower otherwise agree in writing, insurance proceeds, subject to the rights of the First Lender, will be applied to restoration or repair of the Security damaged, provided such restoration or repair is economically feasible and the Security of this Deed of Trust is not thereby impaired. If such restoration or repair is not economically feasible or if the Security of this Deed of Trust would be impaired, the insurance proceeds will be used to repay the loan under this Deed of Trust, with the excess, if any, paid to Borrower. If the Security is abandoned by Borrower, or if Borrower fails to respond to City, or its designated agent, within 30 days from the date notice is mailed by either of them to Borrower that the insurance carrier offers to settle a claim for insurance benefits, City, or its designated agent, is authorized to collect and apply the insurance proceeds at City’s option either to restoration or repair of the Security or to repay the amounts due under the Note.

If the Security is acquired by City, all right, title and interest of Borrower in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Security prior to 2744
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the sale or acquisition will pass to City to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition subject to the rights of First Lender.

6. Preservation and Maintenance of Security. Borrower will keep the Security in good repair and will not commit waste or permit impairment or deterioration of the Security.

7. Protection of City’s Security. If Borrower fails to perform the covenants and agreements contained in this Deed of Trust or if any action or proceeding is commenced which materially affects City’s interest in the Security, including, but not limited to, default under the First Lender Deed of Trust securing the First Mortgage Loan, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then City, at City’s option, upon notice to Borrower, may make such appearances, disburse such sums and take such action as it determines necessary to protect City’s interest, including but not limited to, disbursement of reasonable attorneys’ fees and entry upon the Security to make repairs.

Any amounts disbursed by City pursuant to this paragraph, with interest thereon, will become an indebtedness of Borrower secured by this Deed of Trust. Unless Borrower and City agree to other terms of payment, such amount will be payable upon notice from City to Borrower requesting payment thereof, and will bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts will bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph will require City to insure any expense or take any action hereunder.

8. Inspection. City may make or cause to be made reasonable entries upon and inspections of the Security; provided that City will give Borrower reasonable notice of inspection.

9. Forbearance by City Not a Waiver. Any forbearance by City in exercising any right or remedy will not be a waiver of the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by City will not be a waiver of City’s right to accelerate the maturity of the indebtedness secured by this Deed of Trust.

10. Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively.

11. Successors and Assigns Bound. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of City and Borrower subject to the provisions of this Deed of Trust.

12. Joint and Several Liability. All covenants and agreements of Borrower shall be joint and several.

13. Notice. Except for any notice required under applicable law to be given in another manner: (a) any notice to Borrower provided for in this Deed of Trust will be given by certified mail, addressed to Borrower at the address shown in the first paragraph of this Deed of Trust or 2745
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such other address as Borrower may designate by notice to City as provided herein; and (b) any notice to City will be given by express delivery, return receipt requested, to City at 12 Journey, Suite 100, Aliso Viejo, CA, 92656-5335, Attn: Mitzi Ortiz, City Manager, or to such other address as City may designate by notice to Borrower as provided above. Notice shall be effective as of the date received by City as shown on the return receipt.

14. Governing Law. This Deed of Trust shall be governed by the laws of the State of California.

15. Severability. If any provision or clause of this Deed of Trust, the Note, or the Equity Sharing Agreement conflict with applicable law, such conflict will not affect other provisions of this Deed of Trust, the Note, or the Equity Sharing Agreement which can be given effect without the conflicting provision, and to this end the provisions of the Deed of Trust, the Note, and the Equity Sharing Agreement are declared to be severable.

16. Captions. The captions and headings in this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof.

17. Acceleration; Remedies. Upon Borrower’s breach of any covenant or agreement of Borrower in this Deed of Trust, including, but not limited to, the covenants to pay, when due, any sums secured by this Deed of Trust, City, prior to acceleration, will mail by express delivery, return receipt requested notice to Borrower specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than 30 days from the date the notice is received by Borrower as shown on the return receipt, by which such breach is to be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Security. The notice will also inform Borrower of Borrower’s right to reinstate after acceleration and the right to bring a court action to assert the nonexistence of default or any other defense of Borrower to acceleration and sale. If the breach is not cured on or before the date specified in the notice, City, at City’s option, may: (a) declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by California law; (b) either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Security, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Security, City shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any uncured breach, including the right to exercise the power of sale; (c) commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (d) deliver to Trustee a written declaration of default and demand for sale, pursuant to the provisions for notice of sale found at California Civil Code Sections 2924, et seq., as amended from time to time; or (e) exercise all other rights and remedies provided herein, in the instruments by which Borrower acquires title to any Security, or in any other document or agreement now or hereafter 2746
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evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law.

City shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph, including, but not limited to, reasonable attorney’s fees and costs.

18. Borrower’s Right to Reinstate. Notwithstanding City’s acceleration of the sums secured by this Deed of Trust, Borrower will have the right to have any proceedings begun by City to enforce this Deed of Trust discontinued at any time prior to five days before sale of the Security pursuant to the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if: (a) Borrower pays City all sums which would be then due under this Deed of Trust and no acceleration under the Note has occurred; (b) Borrower cures all breaches of any other covenants or agreements of Borrower contained in this Deed of Trust; (c) Borrower pays all reasonable expenses incurred by City and Trustee in enforcing the covenants and agreements of Borrower contained in this Deed of Trust, and in enforcing City’s and Trustee’s remedies, including, but not limited to, reasonable attorney’s fees; and (d) Borrower takes such action as City may reasonably require to assure that the lien of this Deed of Trust, City’s interest in the Security and Borrower’s obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Borrower, this Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred.

19. Reconveyance. Upon payment or forgiveness of all sums secured by this Deed of Trust, City will request Trustee to reconvey the Security and will surrender this Deed of Trust and the Note to Trustee. Trustee will reconvey the Security without warranty and without charge to the person or persons legally entitled thereto. Such person or persons will pay all costs of recordation, if any.

20. Substitute Trustee. City, at City’s option, may from time to time remove Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee will succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law.

21. Superiority of First Lender Documents. Notwithstanding any provision herein, this Deed of Trust shall not diminish or affect the rights of First Lender under the First Lender Deed of Trust or any subsequent First Lender deeds of trust hereafter recorded against the Security in compliance with the requirements of Section 17 of the Equity Sharing Agreement.

Notwithstanding any other provision hereof, the provisions of this Deed of Trust shall be subordinate to the lien of the First Lender Deed of Trust and shall not impair the rights of the First Lender, or such lender’s assignee or successor in interest, to exercise its remedies under its First Lender Deed of Trust in the event of default under its First Lender Deed of Trust by Borrower.

Such remedies under the First Lender Deed of Trust include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. After such foreclosure or acceptance of a deed in lieu of foreclosure, this Deed of Trust shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter; provided, however, if the holder of such First Lender Deed of Trust acquired title to the Property pursuant to a deed or assignment in lieu of foreclosure, 2747
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this Deed of Trust shall automatically terminate upon such acquisition of title, only if either a notice of default was recorded under the applicable First Lender Deed of Trust, or, if no notice of default was recorded (i) City has been given written notice of default under such First Lender Deed of Trust (which requirement shall be satisfied by notice of default required by California Civil Code Section 2924) and (ii) City elected not to cure the default within the period provided by law.

22. Request for Notice. Borrower requests that copies of the notice of default and notice of sale be sent to Borrower in accordance with Section 13 above.

IN WITNESS WHEREOF, Borrower has executed this Deed Of Trust as of the date first written above.

BORROWER:
_________________
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EXHIBIT 1
Legal Description of Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ALISO

VIEJO, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

EXCEPTING THEREFROM ONE HUNDRED PERCENT (100%) OF ALL RIGHTS TO OIL,

GAS, AND OTHER HYDROCARBON AND MINERAL SUBSTANCES LYING UNDER OR

THAT MAY BE PRODUCED FROM THE ABOVE DESCRIBED LAND, TOGETHER WITH ONE HUNDRED PERCENT (100%) OF ALL RIGHTS TO THE PROCEEDS THEREFROM AND ONE HUNDRED PERCENT (100%) OF ALL RENTS, BONUSES, AND PROFITS

ACCRUING THEREFROM, WITHOUT, HOWEVER, ANY RIGHTS INCLUDING RIGHTS

OF ENTRY IN OR WITH RESPECT TO ANY PORTION OF THE SURFACE OR SUBSURFACE TO A VERTICAL DEPTH OF 500 FEET FROM THE SURFACE AS THE

SAME MAY FROM TIME TO TIME EXIST, AS RESERVED BY

DEEDS FROM LLOYDS BANK OF CALIFORNIA, FORMERLY FIRST WESTERN BANK

PARCEL B:

NON-EXCLUSIVE EASEMENTS FOR ACCESS, INGRESS, EGRESS, MAINTENANCE,

REPAIR AND FOR OTHER PURPOSES, ALL AS DESCRIBED IN THE DECLARATION

OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ALISO VIEJO COMMUNITY ASSOCIATION RECORDED APRIL 6, 1982, AS INSTRUMENT NO. 82-118353 OF OFFICIAL RECORDS, ORANGE COUNTY, CALIFORNIA; THE NOTICE OF

ANNEXATION AND SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR PACIFIC PARK BUSINESS CENTER 1 (DELEGATE DISTRICT NO. 14) OF ALISO VIEJO COMMUNITY ASSOCIATION, RECORDED APRIL 13, 1987, AS INSTRUMENT NO. 87-201111 OF OFFICIAL RECORDS, ORANGE COUNTY,

CALIFORNIA, AS AMENDED BY THE FIRST CERTIFICATE OF AMENDMENT OF

APN: 623-091-01
2749
City of Aliso Viejo

AGENDA ITEM
DATE: December 3, 2025
TO: Mayor and City Council
FROM: Rose Rivera, Senior Planner
So Kim, Community Development Director
SUBJECT: CONSIDERATION OF AN URGENCY ORDINANCE AND A NONURGENCY ORDINANCE AMENDING SECTION 15.14.080 REGARDING

ACCESSORY DWELLING UNITS AND JUNIOR ACCESSORY

DWELLING UNITS AND DETERMINE THE ORDINANCES TO BE
EXEMPT FROM CEQA UNDER PUBLIC RESOURCES CODE § 21080.17 Recommended Actions:

1. Find that the adoption of the proposed urgency and non-urgency ordinance is statutorily exempt from review under the California Environmental Quality Act (CEQA) under Public Resources Code § 21080.17;

2. Adopt by title only an urgency ordinance entitled: AN URGENCY ORDINANCE OF

THE CITY COUNCIL OF THE CITY OF ALISO VIEJO, CALIFORNIA, AMENDING SECTION 15.14.080 OF THE ALISO VIEJO MUNICIPAL CODE RELATING TO

ACCESSORY DWELLING UNITS AND JUNIOR ACCESSORY DWELLING UNITS

TO COMPLY WITH RECENT CHANGES IN STATE LAW AND FINDING THE

ACTION TO BE STATUTORILY EXEMPT FROM CEQA UNDER PUBLIC
RESOURCES CODE § 21080.17; and

3. Introduce for first reading by title only an ordinance entitled: AN ORDINANCE OF THE

CITY COUNCIL OF THE CITY OF ALISO VIEJO, CALIFORNIA, AMENDING SECTION 15.14.080 OF THE ALISO VIEJO MUNICIPAL CODE RELATING TO

ACCESSORY DWELLING UNITS AND JUNIOR ACCESSORY DWELLING UNITS

TO COMPLY WITH RECENT CHANGES IN STATE LAW AND FINDING THE

ACTION TO BE STATUTORILY EXEMPT FROM CEQA UNDER PUBLIC
RESOURCES CODE § 21080.17.

Fiscal Impact:

There is no fiscal impact.
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Background:

In recent years, the California Legislature has approved, and the Governor has signed into law, a number of bills to impose new limits on local authority to regulate ADUs and JADUs. In August of 2024, the City Council adopted Ordinance No. 2024-243 to comply with these regulations. In late 2025, four new bills were enacted that further amend state ADU law as summarized below. The proposed urgency ordinance and non-urgency ordinance will amend Section 15.4.080 of the Aliso Viejo Municipal Code to comply with recent changes to state law that impose new limits on local authority to regulate Accessory Dwelling Units (ADUs) and Junior Accessory Dwelling Units (JADUs). Both ordinances are identical, except that the urgency ordinance is being processed on an expedited basis as the new laws will take effect January 1, 2026.

Discussion:

To ensure the City’s ADU ordinance remains valid and enforceable, it must be updated to comply with new state requirements. Failure to do so will render the existing ordinance null and void, leaving the City with no local regulations other than the minimal standards set forth in state law. Under those default provisions, ADUs and JADUs would be approved without local controls on height, setbacks, landscaping, architectural review, and other design standards and potentially impact neighborhood character, property values, privacy, and fire safety. Provided below is a summary of the proposed amendments to comply with state law.

1. Updated Government Code references.

2. Owner occupancy requirements for JADUs: Existing state law requires a property owner to reside in the JADU or the remaining portion of the singlefamily dwelling. This requirement now only applies when a JADU shares a bathroom with the main dwelling.

3. Certificate of Occupancy requirements: State law generally requires a Certificate of Occupancy (C of O) for the primary dwelling before one can be issued for an ADU. New state law creates exceptions for detached ADUs when a state of emergency has been declared, the primary dwelling was substantially damaged or destroyed, and the ADU has permits and passed inspections. In all other cases, the primary dwelling must still receive a C of O first.

4. Penalties for noncompliant ADU ordinances: Under existing law, local agencies are required to submit a copy of their ADU ordinance to the California Department of Housing and Community Development (HCD) within 60 days of adoption. New state law adds penalties for non-compliance by rendering null and void any local ordinance that is not submitted to HCD within 60 days of adoption or if the local agency fails to respond to HCD within 30 days of issuing findings.

5. ADU and JADU Size: New state law clarifies that the allowable square footage of the ADUs and JADUs only account for “livable interior space.” Areas such as 2751
closets, bathrooms, and hallways are not considered livable space and do not count toward the size limit.

6. Quantity of ADUs: Existing state law requires approval of four ADU types:
converted and detached units on single-family lots, and converted and detached units on multifamily lots. New state law clarifies that these types can be combined, allowing both converted and detached ADUs on the same lot. A single-family property can now have a total of three types of ADUs, a converted ADU, a JADU, and a detached ADU. A multifamily property can now have both converted ADUs (up to 25% of the total units) and up to eight detached ADUs on the same lot.

7. Permitting Process: New state law requires local agencies to review application completeness within 15 business days, provide clear feedback, allow written appeals for denials or incompleteness, and issue a final decision on appeals within 60 business days.

Environmental:

Under California Public Resources Code section 21080.17, CEQA does not apply to the adoption of an ordinance by a city or county implementing the provisions of Chapter 13 of Division 1 of Title 7 of the California Government Code, which is California’s ADU law.

Therefore, the adoption of the proposed urgency Ordinance is statutorily exempt from CEQA in that it implements state ADU law.

Public Notice:

A public notice was published in the Orange County Register on November 20, 2025.

Attachments:

1. Proposed Urgency Ordinance

2. Proposed Non-Urgency Ordinance

3. Exhibit A – Amended AVMC Section 15.14.180

4. Presentation
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URGENCY ORDINANCE NO. 2025-___

AN URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ALISO VIEJO, CALIFORNIA, AMENDING SECTION 15.14.080 OF THE

CITY OF ALISO VIEJO MUNICIPAL CODE RELATING TO ACCESSORY

DWELLING UNITS AND JUNIOR ACCESSORY DWELLING UNITS TO

COMPLY WITH THE RECENT CHANGES IN STATE LAW, AND FINDING

THE ACTION TO BE STATUTORILY EXEMPT FROM CEQA UNDER
PUBLIC RESOURCES CODE § 21080.17
WHEREAS, the City of Aliso Viejo, California (“City”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and WHEREAS, state law authorizes cities to act by ordinance to provide for the creation and regulation of accessory dwelling units (“ADUs”) and junior accessory dwelling units (“JADUs”); and
WHEREAS, in recent years, the California Legislature has approved, and the Governor has signed into law, numerous bills that, among other things, amend various sections of the Government Code to impose new limits on local authority to regulate ADUs and JADUs; and
WHEREAS, in 2025, the California Legislature approved, and the Governor signed into law, further amendments to state ADU law; and
WHEREAS, new updates to state ADU law take effect January 1, 2026, and for the City’s ADU ordinance to remain valid, it must be amended to reflect the most recent changes to state law; and
WHEREAS, the City desires to amend its local regulatory scheme for the construction of ADUs and JADUs to reflect the most recent changes to state law; and WHEREAS, there is a current and immediate threat to the public health, safety, or welfare based on the passage of bills updating state ADU law because if the City’s ordinance does not comply with this legislation by January 1, 2026 and the City’s ADU ordinance becomes null and void in its entirety, the City would be required to approve ADUs and JADUs in accordance with the few default standards that are imposed by Chapter 13 of Division 1 of Title 7 of the California Government Code, which is the state ADU law; and WHEREAS, the approval of ADUs and JADUs based solely on the default statutory standards, without local regulations governing height, setback, landscape, and architectural review, among other things, would threaten the character of existing neighborhoods, and negatively impact property values, personal privacy, and fire safety.

These threats to public safety, health, and welfare justify adoption of this Ordinance as an urgency ordinance, to be effective immediately upon adoption by a four-fifths vote of the City Council; and
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WHEREAS, to protect the public safety, health, and welfare, the City Council may adopt this Ordinance as an urgency measure in accordance with Government Code section 36937, subdivision (b).

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ALISO VIEJO DOES ORDAIN AS FOLLOWS:

Section 1: Incorporation of Recitals. The recitals above are each incorporated by reference and adopted as findings by the City Council.

Section 2: CEQA. Under California Public Resources Code section 21080.17, the California Environmental Quality Act (“CEQA”) does not apply to the adoption of an ordinance by a city or county implementing the provisions of Article 2 of Chapter 13 of Division 1 of Title 7 of the California Government Code, which is California’s ADU law.

Therefore, adoption of the urgency Ordinance is statutorily exempt from CEQA in that it implements state ADU law.

Section 3: General Plan. The City Council hereby finds that the adoption of the urgency Ordinance is consistent with the General Plan as a matter of law under Government Code section 66314(c).

Section 4: Code Amendment. Section 15.14.080 of the Aliso Viejo Municipal Code is hereby amended and restated to read in its entirety as provided in Exhibit “A,” attached hereto and incorporated herein by reference.

Section 5: Effective Date. This Ordinance takes effect immediately upon its adoption.

Section 6: HCD Submittal. In accordance with Government Code sections 66326 and 66333.5, the City Clerk is directed to submit a copy of this Ordinance to the California Department of Housing and Community Development within 60 days after adoption.

Section 7: Publication. The City Clerk is directed to certify to the adoption of this Ordinance and post or publish this Ordinance as required by law.

Section 8: Custodian of Records. The custodian of records for this Ordinance is the City Clerk and the records comprising the administrative record are located at 12 Journey, Suite 100, Aliso Viejo, CA 92656.

Section 9: Severability. If any provision of this Ordinance or its application to any person or circumstance is held to be invalid by a court of competent jurisdiction, such invalidity has no effect on the other provisions or applications of the Ordinance that can be given effect without the invalid provision or application, and to this extent, the provisions of this Ordinance are severable. The City Council declares that it would have adopted this Ordinance irrespective of the invalidity of any portion thereof. 2754
93939.00066\44316086.2 Page 3 of 5
PASSED, APPROVED AND ADOPTED this 3rd day of December, 2025. __________________________
Tiffany Ackley
Mayor
APPROVED AS TO FORM: ATTEST:

__________________________ __________________________
Scott C. Smith, City Attorney Kathy Bailor, Interim City Clerk 2755
93939.00066\44316086.2 Page 4 of 5

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.

CITY OF ALISO VIEJO )
I, KATHY BAILOR, Interim City Clerk of the City of Aliso Viejo, California, DO HEREBY CERTIFY that foregoing Ordinance No. 2025-__ duly passed and adopted by the City Council of the City of Aliso Viejo at their regular meeting held on the 3 rd day of December,
2025, by the following roll call vote, to wit:

AYES:

NOES:

ABSENT:
___________________________

KATHY BAILOR

INTERIM CITY CLERK
(SEAL)
I hereby certify that the foregoing is the original of Ordinance No. 2025-___ duly passed and adopted by the Aliso Viejo City Council at its regular meeting held December 3, 2025, and that the Ordinance was published on _________, 2025 in the Orange County Register.
___________________________

KATHY BAILOR

INTERIM CITY CLERK
(SEAL)
2756
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EXHIBIT A
Amended AVMC Section 15.14.080
(follows this page)
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ORDINANCE NO. 2026-___

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ALISO
VIEJO, CALIFORNIA, AMENDING SECTION 15.14.080 OF THE ALISO

VIEJO MUNICIPAL CODE RELATING TO ACCESSORY DWELLING

UNITS AND JUNIOR ACCESSORY DWELLING UNITS AND FINDING

THE ACTION TO BE STATUTORILY EXEMPT FROM CEQA UNDER
PUBLIC RESOURCES CODE § 21080.17
WHEREAS, the City of Aliso Viejo, California (“City”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and WHEREAS, state law authorizes cities to act by ordinance to provide for the creation and regulation of accessory dwelling units (“ADUs”) and junior accessory dwelling units (“JADUs”); and
WHEREAS, in recent years, the California Legislature has approved, and the Governor has signed into law, numerous bills that, among other things, amend various sections of the Government Code to impose new limits on local authority to regulate ADUs and JADUs; and
WHEREAS, in 2025, the California Legislature approved, and the Governor signed into law, further amendments to state ADU law; and
WHEREAS, new updates to state ADU law take effect on January 1, 2026, and for the City’s ADU ordinance to remain valid, it must be amended to reflect the most recent changes to state law; and
WHEREAS, the City desires to amend its local regulatory scheme for the construction of ADUs and JADUs to reflect the most recent changes to state law; and WHEREAS, on December 3, 2025, the City Council held a duly noticed public hearing as prescribed by law and considered written and verbal public testimony that was submitted prior to the hearing and during the hearing, and evidence and recommendations presented by staff in the agenda report and oral presentation and introduced the Ordinance; and
WHEREAS, all legal prerequisites to the adoption of the Ordinance have occurred.

NOW, THEREFORE, the City Council of the City of Aliso Viejo does ordain as follows:

SECTION 1. Incorporation of Recitals. The recitals above are each incorporated by reference and adopted as findings by the City Council.

SECTION 2. CEQA. Under California Public Resources Code section 21080.17, the California Environmental Quality Act (“CEQA”) does not apply to the adoption of an 2758
93939.00066\44316644.3 Page 2 of 5
ordinance by a city or county implementing the provisions of Chapter 13 of Division 1 of Title 7 of the California Government Code, which is California’s ADU law. Therefore, adoption of the Ordinance is statutorily exempt from CEQA in that it implements state ADU law.

SECTION 3. General Plan. The City Council hereby finds that the adoption of the Ordinance is consistent with the General Plan as a matter of law under Government Code section 66314(c).

SECTION 4. Code Amendment. Section 15.14.080 of the Aliso Viejo Municipal Code is hereby amended and restated to read in its entirety as provided in Exhibit “A,” attached hereto and incorporated herein by reference.

SECTION 5. Effective Date. This Ordinance takes effect 30 days after its adoption.

SECTION 6. HCD Submittal. In accordance with Government Code sections 66326 and 66333.5, the City Clerk is directed to submit a copy of this Ordinance to the California Department of Housing and Community Development within 60 days after adoption.

SECTION 7. Publication. The City Clerk is directed to certify to the adoption of this Ordinance and post or publish this Ordinance as required by law.

SECTION 8. Custodian of Records. The custodian of records for this Ordinance is the City Clerk and the records comprising the administrative record are located at 12 Journey, Suite 100, Aliso Viejo, CA 92656.

SECTION 9. Severability. If any provision of this Ordinance or its application to any person or circumstance is held to be invalid by a court of competent jurisdiction, such invalidity has no effect on the other provisions or applications of the Ordinance that can be given effect without the invalid provision or application, and to this extent, the provisions of this Ordinance are severable. The City Council declares that it would have adopted this Ordinance irrespective of the invalidity of any portion thereof. 2759
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PASSED, APPROVED AND ADOPTED this ___ day of _________, 2026. __________________________
[Insert Name]
Mayor
APPROVED AS TO FORM: ATTEST:

__________________________ __________________________
Scott C. Smith, City Attorney Kathy Bailor, Interim City Clerk 2760
93939.00066\44316644.3 Page 4 of 5

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.

CITY OF ALISO VIEJO )
I, KATHY BAILOR, Interim City Clerk of the City of Aliso Viejo, California, DO HEREBY CERTIFY that foregoing Ordinance No. 2026-__ duly passed and adopted by the City Council of the City of Aliso Viejo at their regular meeting held on the ___ day of ________, 2026, by the following roll call vote, to wit:

AYES:

NOES:

ABSENT:
___________________________

KATHY BAILOR

INTERIM CITY CLERK
(SEAL)
I hereby certify that the foregoing is the original of Ordinance No. 2026-___ duly passed and adopted by the Aliso Viejo City Council at its regular meeting held ________, 2026, and that the Summary of the Ordinance was published on __________ in the Orange County Register.
___________________________

KATHY BAILOR

INTERIM CITY CLERK
(SEAL)
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EXHIBIT A
Amended ADU Regulations
(follows this page)
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15.14.080 Accessory dwelling units.

A. Purpose. The purpose of this section is to allow and regulate accessory dwelling units (ADUs) and junior accessory dwelling units (JADUs) in compliance with Chapter 13 of Division 1 of Title 7 of the California Government Code.

Sections 66310 through 66342.

B. Effect of Conforming. An ADU or JADU that conforms to the standards in this section will not be:

1. Deemed to be inconsistent with the city’s general plan and zoning designation for the lot on which the ADU or JADU is located.

2. Deemed to exceed the allowable density for the lot on which the ADU or JADU is located.

3. Considered in the application of any local ordinance, policy, or program to limit residential growth.

4. Required to correct a nonconforming zoning condition, as defined in subsection (C)(7)(8) of this section. This does not prevent the city from enforcing compliance with applicable building standards in accordance with California Health and Safety Code Section 17980.12.

C. Definitions. As used in this section, terms are defined as follows:

1. “Accessory dwelling unit” or “ADU” means an attached or a detached residential dwelling unit that provides complete independent living facilities for one or more persons and is located on a lot with a proposed or existing primary residence. An accessory dwelling unit also includes the following:

a. An efficiency unit, as defined by California Health and Safety Code section 17958.1; and

b. A manufactured home, as defined by California Health and Safety Code. Section 18007.

2. “Accessory structure” means a structure that is accessory and incidental to a dwelling located on the same lot.

3. “Complete independent living facilities” means permanent provisions for living, sleeping, eating, cooking, and sanitation on the same parcel as the single-family or multifamily dwelling is or will be situated.

4. “Efficiency kitchen” means a kitchen that includes all of the following:

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a. A cooking facility with appliances;

b. A food preparation counter and storage cabinets that are of reasonable size in relation to the size of the JADU.

5. “Junior accessory dwelling unit” or “JADU” means a residential unit that satisfies all of the following:

a It is no more than 500 square feet of interior livable space in size.

b. It is contained entirely within an existing or proposed single-family structure; An enclosed use within the residence, such as an attached garage, is considered to be a part of and contained within the singlefamily structure.

c. It includes its own separate sanitation facilities or shares sanitation facilities with the existing or proposed single-family structure.

d. If the unit does not include its own separate bathroom, then it contains an interior entrance to the main living area of the existing or proposed single-family structure in addition to an exterior entrance that is separate from the main entrance to the primary dwelling. e. It incIudes an exterior extrance that is separate from the main entrance to the primary dwelling.
ef. It includes an efficiency kitchen, as defined in subsection (C)(4) of this section.

6. “Livable space” means a space in a dwelling intended for human habitation, including living, sleeping, eating, cooking or sanitation.

7.6. “Living area” means the interior habitable area of a dwelling unit, including basements and attics, but does not include a garage or any accessory structure.

87. “Nonconforming zoning condition” means a physical improvement on a property that does not conform with current zoning standards.

98. “Passageway” means a pathway that is unobstructed clear to the sky and extends from a street to one entrance of the ADU or JADU.

109. “Proposed dwelling” means a dwelling that is the subject of a permit application and that meets the requirements for permitting.

1110. “Public transit” means a location, including, but not limited to, a bus stop or train station, where the public may access buses, trains, subways, and other 2764
forms of transportation that charge set fares, run on fixed routes, and are available to the public.

1211. “Tandem parking” means that two or more automobiles are parked on a driveway or in any other location on a lot, lined up behind one another.

D. Applications.

1. An application for an ADU that is subject only to a building permit under subsection (E) of this section shall be submitted to the building division. Site plans, floor plans, and elevations shall be submitted with the application and documents required for submittal to the building division.

2. An application for a development review permit (DRP) under subsection (F) of this section shall be submitted to the planning division. Site plans, floor plans, elevations, a project narrative, draft deed restrictions, and evidence of having given notice to the HOA, if applicable, shall be submitted with the application.

3. Upon receipt of an application for a DRP, the city will provide written notice via email to the applicable HOA on record, if any, that includes the project address and description. Irrespective of this notification requirement, all applications to create an ADU or JADU will be considered and approved ministerially, without discretionary review or a hearing.

E. Approvals – Building-Permit Only. If any ADU or JADU complies with each of the general requirements in subsection (GH)(1) below, it is allowed with only a building permit. in the following scenarios:

1. Converted on Single-family Lot. One ADU as described in this subsection (E)(1) and one JADU on a lot with a proposed or existing single-family dwelling on it, where the ADU or JADU:

a. Is either: within the space of a proposed single-family dwelling; within the existing space of an existing single-family dwelling; or (in the case of an ADU only) within the existing space of an accessory structure, plus up to 150 additional square feet if the expansion is limited to accommodating ingress and egress; and

b. Has exterior access that is independent of that for the single-family dwelling; and

c. Has side and rear setbacks sufficient for fire and safety, as dictated by applicable building and fire codes.

2765
d. The JADU complies with the requirements of Government Code sections 66333 through 66339.

2. Limited Detached on Single-family Lot. One detached, new construction ADU on a lot with a proposed or existing single-family dwelling (in addition to any JADU that might otherwise be established on the lot under subsection (E)(1) of this section), if the detached ADU satisfies each of the following limitations:

a. The side- and rear-yard setbacks are at least four feet;

b. The total floor area is 800 square feet or smaller; and

c. The peak height above grade does not exceed the applicable height limit in subsection (H)(2) below.

3. Converted on Multifamily Lot. One or more ADUs within portions of existing multifamily dwelling structures that are not used as livable space, including but not limited to storage rooms, boiler rooms, passageways, attics, basements, or garages, if each converted ADU complies with state building standards for dwellings. Under this subsection (E)(3), at least one converted ADU is allowed within an existing multifamily dwelling, up to a quantity equal to 25 percent of the existing multifamily dwelling units.

4. Limited Detached on Multifamily Lot. No more than two detached ADUs on a lot that has an existing or proposed multifamily dwelling if each detached ADU satisfies both of the following limitations:

a. The side- and rear-yard setbacks are at least four feet. If the existing multifamily dwelling has a rear or side yard setback of less than four feet, the city will not require any modification to the existing setbacks as a condition of approving the ADU; and

b. The peak height above grade does not exceed the applicable height limit provided in subsection (H)(2) of this section.

F. Approvals - Development Review Permit (DRP).

1. ADU may be created without both a building permit and a Development Review Permit in compliance with the standards set forth in subsections (H) and (I) of this section.

2. The city may charge a fee to reimburse it for costs incurred in processing DRP permit, including the costs of adopting or amending the city’s ADU ordinance. The DRP permit processing fee is set in accordance with a resolution adopted by the City Council.
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3. Processing and Timing.
a. Completeness.
i. Determination in 15 days. The city will determine whether an application to create or serve an ADU or JADU is complete and will provide written notice of the determination to the applicant within 15 business days after the city receives the application submittal.
ii. bIncomplete items. If the city’s determination under subsection (d)(3)(A)(i) above is that the application is incomplete, the city’s notice must list the incomplete items and describe how the application can be made complete.
iii. Cure. After receiving a notice that the application is incomplete, the applicant may cure and address the items that were deemed by the city to be incomplete.
iv. Subsequent submittals. If the applicant submits additional information to address incomplete items, within 15 business days of the subsequent submittal the city will determine in writing whether the additional information remedies all the incomplete items that the city identified in its original notice. The city may not require the application to include an item that was not included in the original notice.
v. Deemed complete. If the city does not make a timely
determination as required by this subsection (A), the application or resubmitted application is deemed complete for the purposes of subsection (D)(3)(c) below.
iv.vi. Appeal of incompleteness. An applicant may appeal the city’s determination that the application is incomplete by submitting a written appeal to the city clerk. The city council will review the written appeal and affirm or reverse the completeness
determination and provide a final written determination to the applicant within 60 business days after receipt of the appeal. vii. No discretion or hearing. Ministerial permits for an ADU or JADU are considered and approved without discretionary review or a hearing.
v.viii. Deadline to approve or deny ministerial approvals. The city must approve or deny an application to create an ADU or JADU within 2767
60 days from the date that the city receives a complete application. If the city has not approved or denied the complete application within 60 days, the application is deemed approved unless either:

1. The applicant requests a delay, in which case the 60-day time period is tolled for the period of the requested delay, or

2. When an application to create an ADU or JADU is
submitted with a permit application to create a new singlefamily or multifamily dwelling on the lot, the city may delay acting on the permit application for the ADU or JADU until the city acts on the permit application to create the new single-family or multifamily dwelling, but the application to create the ADU or JADU will still be considered ministerially without discretionary review or a hearing.
ix. Denial. If the city denies an application to create an ADU or JADU, the city must provide the applicant with comments that include, among other things, a list of all the defective or deficient items and a description of how the application may be remedied by the applicant. Notice of the denial and corresponding comments must be provided to the applicant within the 60-day time period established by subsection (d)(3)(a) of this section.
x. Appeal of denial. An applicant may appeal the city’s denial of the application by submitting a written appeal to the city clerk. The city council will review the written appeal and affirm or reverse the denial and provide a final written determination to the applicant within 60 business days after receipt of the appeal. Decisions by the city council are final and shall become effective immediately except as otherwise provided in the approving action and except for actions by ordinance.
vi.xi. Concurrent review of demolition. A demolition permit for a detached garage that is to be replaced with an ADU is reviewed with the application for the ADU and issued at the same time.

An application to create an ADU or JADU under this section will be considered and approved ministerially, without discretionary review or a hearing.

2. The city must approve or deny an application to create an ADU or JADU within 60 days from the date that the city receives a completed application if there is an existing single-family or multifamily dwelling on the lot. If the 2768
city has not approved or denied the completed application within 60 days, the application is deemed approved unless either:

a. The applicant requests a delay, in which case the 60-day time period is tolled for the period of the requested delay; or

b. When an application to create an ADU or JADU is submitted with a permit application to create a new single-family or multifamily dwelling on the lot, the city may delay acting on the permit application for the ADU or JADU until the city acts on the permit application to create the new single-family or multifamily dwelling, but the application to create the ADU or JADU will still be considered ministerially without discretionary review or a hearing.

3. If the city denies an application to create an ADU or JADU, the city must provide the applicant with comments that include, among other things, a list of all the defective or deficient items and a description of how the application may be remedied by the applicant. Notice of the denial and corresponding comments must be provided to the applicant within the 60-day time period established by subsection (G)(2) of this section.

G. Classes.

1. Class 1: Statutorily Regulated. Class 1 ADUs and JADUs are approved under Government Code section 66323. If an ADU or JADU complies with each of the general requirements in subsection (HF) below, it is allowed in each of the scenarios provided in this subsection (GE)(1). An ADU and JADU approved under subsection (GE)(11)(aa) may be combined with an ADU approved under subsection (G)(1)(b)Eb, and ADUs approved under subsection (GE)(1)(c) may be combined with ADUs approved under subsection (GE)(1)(d).
a. Converted on Lot with Single-Family: One ADU as described in this subsection (GE)(1)(a) and one JADU on a lot with a proposed or existing single-family dwelling on it, where the ADU or JADU:
i. Is either: within the space of a proposed single-family dwelling; within the existing space of an existing single-family dwelling; or (in the case of an ADU only) within the existing space of an accessory structure, plus up to 150 additional square feet if the expansion is limited to accommodating ingress and egress; and
ii. Has exterior access that is independent of that for the singlefamily dwelling; and 2769
iii. Has side and rear setbacks sufficient for fire and safety, as dictated by applicable building and fire codes;
iv. The maximum size of a detached or attached ADU subject to this subsection (I) is 850 square feet of interior livable space for a studio or one-bedroom unit and 1,000 square feet of interior livable space for a unit with two or more bedrooms. v.i The JADU complies with the requirements of Government Code sections 66333 through 66339.
b. Limited Detached on Lot with Single-Family: One detached, newconstruction ADU on a lot with a proposed or existing single-family dwelling, if the detached ADU satisfies each of the following limitations:
i. The side- and rear-yard setbacks are at least four feet.

Ii. The total floor area is 800 square feet of livable space or smaller.
iii. The peak height above grade does not exceed the
applicable height limit in subsection (F)(2) below.
c. Converted on Lot with Multifamily: One or more ADUs within portions of existing multifamily dwelling structures that are not used as livable space, including but not limited to storage rooms, boiler rooms, passageways, attics, basements, or garages, if each converted ADU complies with state building standards for dwellings. Under this subsection (E)(1)(c), at least one converted ADU is allowed within an existing multifamily dwelling, up to a quantity equal to 25 percent of the existing multifamily dwelling units.
d. Limited Detached on Lot with Multifamily: No more than two detached ADUs on a lot with a proposed multifamily dwelling, or up to eight detached ADUs on a lot with an existing multifamily dwelling, if each detached ADU satisfies all of the following:
i. The side- and rear-yard setbacks are at least four feet. If the existing multifamily dwelling has a rear or side yard setback of less than four feet, the city will not require any modification to the multifamily dwelling as a condition of approving the ADU. ii. The peak height above grade does not exceed the applicable height limit provided in subsection (F)(2) below.
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iii. If the lot has an existing multifamily dwelling, the quantity of detached ADUs does not exceed the number of primary
dwelling units on the lot.

2. Class 2: Locally Regulated. Class 2 ADUs are approved under Government Code sections 66314–66322. Except for Class 1 ADUs approved under subsection (E)(1) above, all ADUs are subject to the standards set forth in subsections (F) and (G) below.

H. General ADU and JADU Requirements. The following requirements apply to all ADUs and JADUs that are approved under subsections (E) and (F) of this section:

The following requirements apply to all Class 1 and Class 2 ADUs and JADUs:

1. Zoning.

a. A Class 1 ADU approved under subsection (GE)(1) may be created on a lot in a residential or mixed-use zone.
b. A Class 2 ADU approved under subsection (GE)(2) above may be created on a lot that is zoned to allow single-family dwelling residential use or multifamily dwelling residential use.
c. In accordance with Government Code section 66333(a), a JADU may only be created on a lot zoned for single-family residences.

2. Height.

a. Except as otherwise provided by subsections (H)(2)(b) or (H)(2)(c) of this section, a detached ADU created on a lot with an existing or proposed single family or multifamily dwelling unit may not exceed 16 feet in height.

b. A detached ADU may be up to 18 feet in height if it is created on a lot with an existing or proposed single family or multifamily dwelling unit that is located within one-half mile walking distance of a major transit stop or a high quality transit corridor, as those terms are defined in Section 21155 of the Public Resources Code, and the ADU may be up to two additional feet in height (for a maximum of 20 feet) if necessary to accommodate a roof pitch on the ADU that is aligned with the roof pitch of the primary dwelling unit.

c. A detached ADU created on a lot with an existing or proposed multifamily dwelling that has more than one story may not exceed 18 feet in height.

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d. An ADU that is attached to the primary dwelling may not exceed 25 feet in height or the height limitation imposed by the underlying zone that applies to the primary dwelling, whichever is lower.

Notwithstanding the foregoing, ADUs subject to this subsection (H)(2)(d) may not exceed two stories.

e. For purposes of this subsection (H)(2), height shall be measured as defined in the California Building Code.

3. Fire Sprinklers.

a. Fire sprinklers, approved by Orange County Fire Authority (OCFA), are required in an ADU if sprinklers are required in the primary residence when constructed.

b. The construction of an ADU does not trigger a requirement for fire sprinklers to be installed in the existing primary dwelling.

4. Rental Term. No ADU or JADU may be rented for a term that is shorter than 30 days. This prohibition applies regardless of when the ADU or JADU was created.

5. No Separate Conveyance. An ADU or JADU may be rented, but, except as otherwise provided in Government Code section 66341, no ADU or JADU may be sold or otherwise conveyed separately from the lot and the primary dwelling (in the case of a single-family lot) or from the lot and all of the dwellings (in the case of a multifamily lot).

6. Septic System. If the ADU or JADU will connect to an existing on-site wastewater water-treatment system serving the property, the owner must include with the application a percolation test completed within the last five years or, if the percolation test has been recertified, within the last 10 years.

If the property on which the ADU or JADU is constructed does not utilize an on-site water treatment system, nothing in this section authorizes an ADU or JADU to utilize an on-site water-treatment system.

7. Owner Occupancy.

a. JADUs are generally subject to an owner-occupancy requirement. A natural person with legal or equitable title to the property must reside on the property, in either the primary dwelling or JADU, as the person’s legal domicile and permanent residence. However, the owner-occupancy requirement of this subsection does not apply if the property is entirely owned by another governmental agency, land trust, or housing organization.
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i. Exceptions. The owner-occupancy requirement in this
subsection (H)(7)(a) does not apply in either of the following situations:

1. The JADU has separate sanitation facilities (i.e., does not share sanitation facilities with the existing primary dwelling unit structure).

1.2. The property is entirely owned by another governmental agency, land trust, or housing organization.

8. Deed Restriction. Prior to issuance of a building permitcertificate of occupancy for a JADU, a deed restriction must be recorded against the title of the property in the county recorder’s office and a copy filed with the director. The deed restriction must run with the land and bind all future owners. The form of the deed restriction will be provided by the city and must provide that:

a. The JADU may not be sold separately from the primary dwelling.

b. The JADU is restricted to the approved size and to other attributes allowed by this section.

c. The deed restriction runs with the land and may be enforced against future property owners.

d. The deed restriction may be removed if the owner eliminates the JADU, as evidenced by, for example, removal of the kitchen facilities.

To remove the deed restriction, an owner may make a written request of the director, providing evidence that the JADU has in fact been eliminated. The director may then determine whether the evidence supports the claim that the JADU has been eliminated.

Appeal may be taken from the director’s determination consistent with other provisions of this code. If the JADU is not entirely physically removed, but is only eliminated by virtue of having a necessary component of a JADU removed, the remaining structure and improvements must otherwise comply with applicable provisions of this code.

e. The deed restriction is enforceable by the director or his or her designee for the benefit of the city. Failure of the property owner to comply with the deed restriction may result in legal action against the property owner, and the city is authorized to obtain any remedy available to it at law or equity, including, but not limited to, obtaining an injunction enjoining the use of the JADU in violation of the recorded restrictions or abatement of the illegal unit.

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9. Building & Safety.

a. Must comply with Building Code. Subject to subsection (H)(9)(b) of this section, all ADUs and JADUs must comply with all local building code requirements.

b. No change of occupancy. Construction of an ADU does not constitute a Group R occupancy change under the local building code, as described in Section 310 of the California Building Code, unless the building official or code enforcement division officer makes a written finding based on substantial evidence in the record that the construction of the ADU could have a specific, adverse impact on public health and safety. Nothing in this subsection (H)(9)(b) prevents the city from changing the occupancy code of a space that was uninhabitable space or that was only permitted for nonresidential use and was subsequently converted for residential use in accordance with this section.

10. Certificate of Occupancy Timing.
a. Generally. No certificate of occupancy for an ADU or JADU may be issued before the certificate of occupancy is issued for the primary dwelling unit.
b. Limited Exception for State-declared Emergencies. Notwithstanding subsection (F)(10)(A) of this section, a certificate of occupancy for an ADU may be issued before a certificate of occupancy for the primary dwelling if each of the following requirements are met:
(i) The county is subject to a proclamation of a state of emergency made by the California Governor on or after
February 1, 2025.
(ii) The primary dwelling was substantially damaged or destroyed by an event referenced in the Governor’s state of emergency proclamation.
(iii) The ADU has been issued construction permits and has passed all required inspections.
(i)(iv) The ADU is not attached to the primary dwelling.

IH. Specific DRP Requirements. The following requirements apply only to Class 2 ADUs that require a DRP permit under subsection (GF)(2) of this section. This subsection (I) does not apply to Class 1 ADUs or JADUs approved under subsection (G)(1) of this section.
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1. Maximum Size.

a. The maximum size of a detached or attached ADU subject to this subsection (I) is 850 square feet of interior livable space for a studio or one-bedroom unit and 1,000 square feet of interior livable space for a unit with two or more bedrooms.

b. An attached ADU that is created on a lot with an existing primary dwelling is further limited to 50 percent of the floor area of the existing primary dwelling.

c. Application of other development standards in this subsection (I), such as FAR or lot coverage, might further limit the size of the ADU, but no application of FAR, lot coverage, open space, or the percentage-based size limit in subsection (I)(1)(b) above may require the ADU to be less than 800 square feet of interior livable space.

2. Setback. ADUs subject to this subsection (I) shall comply with the following setbacks:

a. Front-yard sSetbacks.

i. Subject to subsection (I)(2)(a)(ii) below, no part of any ADU subject to this subsection (I) may be located within 10 feet of a front property line or have a front yard setback that is less than the primary dwelling. ADUs that are subject to this subsection (I) must conform to 4-foot side and rear setbacks.

ADUs that are subject to this subsection (I) must conform to 25-foot front setbacks, subject to subsection (I)(1)(c) above. iii. If a front yard setback is the only location on the lot where an ADU may be lawfully constructed, then the ADU may
encroach into a required front yard setback as necessary to enable the construction of an 800 square foot unit.

b. An ADU that is subject to this subsection (I) must conform to 4-foot side-and rear-yard setbacks.

ii.c. No setback is required for an ADU that is subject to this subsection (I) if the ADU is constructed in the same location and to the same dimensions as an existing structure.

3. Lot Coverage. No ADU subject to this subsection (I) may cause the total lot coverage of the lot to exceed 75 percent, subject to subsection (I)(1)(c) of this section.

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4. Minimum Open Space. For multifamily residential projects, no ADU subject to this subsection (I) may cause the total percentage of open space of the development to fall below 25 percent, subject to subsection (I)(1)(c) of this section.

5. Passageway. No passageway, as defined in subsection (C)(911) above, is required for an ADU.

6. Parking.

a. Generally. One off-street parking space is required for each ADU or bedroom, whichever is less. The parking space may be provided in setback areas or as tandem parking, as defined in subsection (C)(121) of this section. No parking is required for a JADU.

b. Exceptions. No parking under subsection (I)(6)(a) of this section is required in the following situations:

i. The ADU is located within one-half mile walking distance of public transit, as defined in subsection (C)(110) of this section. ii. The ADU is located within an architecturally and historically significant historic district.
iii. The ADU is part of the proposed or existing primary residence or an accessory structure.

iv. When on-street parking permits are required but not offered to the occupant of the ADU.

v. When there is an established car share vehicle stop located within one block of the ADU.

vi. When the permit application to create an ADU is submitted with an application to create a new single-family or new multifamily dwelling on the same lot, provided that the ADU or the lot satisfies any other criteria listed in subsections (I) (6)(b)(i) through (I)(6)(b)(v) of this section.

c. No Replacement. When a garage, carport, or covered parking structure or uncovered parking space is demolished in conjunction with the construction of an ADU or converted to an ADU, those offstreet parking spaces for the primary residence are not required to be replaced. Parking for the ADU will apply under subsections (I)(6)(a) and (I)(6)(b) of this section.

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7. Architectural Requirements.

a. The materials and colors of the exterior walls and, roof, windows and doors must match be the same as those of the primary dwelling.

b. The roof slope must match that of the dominant roof slope of the primary dwelling. The dominant roof slope is the slope shared by the largest portion of the roof.

c. The exterior lighting must be llimiteddesigned or shielded to directdown lights downward or as otherwise required by the building or fire code.

d. The ADU must have an independent exterior entrance, apart from that of the primary dwelling.

e. The interior horizontal dimensions of an ADU must be at least 10 feet wide in every direction, with a minimum interior wall height of seven feet.
f. No window or door of the ADU may have a direct line of sight to an adjoining residential property. Each window and door must either be located where there is no direct line of sight or screened using fencing, landscaping, or privacy glass to prevent a direct line of sight. g. All windows located and doors in an ADU less than 30 feet from a property line that is not a public right-of-way line must either be (for windows) clerestory with the bottom of the glass at least six feet above the finished floor, or (for windows and for doors) utilize obscure glass, such as frosted, patterned, bubble effect, ribbed, or other similar design.

hf. Mechanical equipment may not be placed within four feet of an adjacent property.

8. Allowed Stories. No ADU subject to this subsection (g) may have more than one story, except that an ADU that is attached to the primary dwelling may have the stories allowed under subparagraph (F)(2)(D) of this section.

J. Fees. The following requirements apply to all Class 1 ADUs and JADUs and Class 2 ADUs that are approved under subsections (E) and (F) of this section.

1. Impact Fees.

a. No impact fee is required for a JADU or for an ADU that is less than 750 square feet in size of interior livable space.. For purposes of this 2777
subsection (J)(1), “impact fee” means a “fee” under the Mitigation Fee Act (Gov. Code § 66000(b)) and a fee under the Quimby Act (Gov. Code § 66477). “Impact fee” here does not include any connection fee or capacity charge for water or sewer service.

b. A JADU or ADU with less than 500 square feet of interior livable space does not increase assessable space by 500 square feet for purposes of Education Code section 17620(a)(1)(C), and is therefore not subject to school fees under Education Code section 17620. c. Any impact fee that is required for an ADU that is 750 square feet or larger in size more of interior livable space must be charged proportionately in relation to the square footage of the primary dwelling unit (E.g., the floor area of the ADU, divided by the floor area of the primary dwelling, times the typical fee amount charged for a new dwelling).

2. Utility Fees.

a. If an ADU or JADU is constructed with a new single-family home, a separate utility connection directly between the ADU or JADU and the utility and payment of the normal connection fee and capacity charge for a new dwelling may beare required.

b. Except as described in subsection (J)(2)(a), JADUs and converted ADUs on a single-family lot that are created under subsection (E)(1) above are not required to have a new or separate utility connection directly between the JADU or the ADU and the utility. Nor is a connection fee or capacity charge required. Notwithstanding the rest of this paragraph, a direct utility connection is required for separate conveyance of an ADU when separate conveyance is allowed under this code.
c. Except as described in subsection (J)(2)(a), all ADUs not covered by subsection (J)(2)(b) may require a new, separate utility connection directly between the ADU and the utility for any utility that is provided by the city. All utilities that are not provided by the city are subject to the connection and fee requirements of the utility provider. i. The connection is subject to a connection fee or capacity charge that is proportionate to the burden created by the ADU, based on either the floor area or the number of drainagefixture units (DFU) values, as defined by the Uniform Plumbing Code, upon the water or sewer system.

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ii. The portion of the fee or charge that is charged by the city may not exceed the reasonable cost of providing this service.

K. Nonconforming Zoning Code Conditions, Building Code Violations, and Unpermitted Structures.

1. Generally. The city will not deny an ADU or JADU application due to a nonconforming zoning condition, building code violation, or unpermitted structure on the lot that does not present a threat to the public health and safety and that is not affected by the construction of the ADU or JADU.

2. Unpermitted ADUs and JADUs constructed before 20202018.

a. Permit to Legalize. As required by state law, the city may not deny a permit to legalize an existing but unpermitted ADU that was constructed before January 1, 20202018, if denial is based on either of the following grounds:
i. The ADU or JADU violates applicable building standards; or ii. The ADU or JADU does not comply with the state ADU or JADU law or this ADU ordinance (this section15.14.080).

b. Exceptions:

i. Notwithstanding subsection (K)(2)(a) above, the city may deny a permit to legalize an existing but unpermitted ADU or JADU that was constructed before January 1, 20202018, if the city makes a finding that correcting a violation is necessary to protect the health and safety of the public or of occupants of the structure comply with the standards specified in California Health.and Safety Code section 17920.3.
ii. Subsection (K)(2)(a) above does not apply to a building that is deemed to be substandard in accordance with California Health and Safety Code section 17920.3.

L. Nonconforming ADUs and Discretionary Approval. Any proposed ADU or JADU that would otherwise be allowed under this section but that does not conform to the objective design or development standards set forth in subsections (A) through (K) of this section may be allowed by the city with a conditional use permit, in accordance with the other provisions of this title.
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CONSIDERATION OF AN URGENCY ORDINANCE AND A NON-URGENCY ORDINANCE AMENDING SECTION 15.14.080 REGARDING ACCESSORY DWELLING UNITS AND

JUNIOR ACCESSORY DWELLING UNITS
City Council
December 3, 2025
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Background
• Numerous bills took effect which imposed limits on regulating ADUs and JADUs
• The City Council last adopted an ordinance in late 2024 to comply with these regulations
• Four new bills were enacted in late 2025 to further amend state ADU law
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Key Changes
Updates to:
• Government Code references
• Owner occupancy requirements for JADUs
• Certificate of Occupancy requirements for ADUs
• Penalties for noncompliant ADU ordinances
• ADU and JADU Size
• Quantity of ADUs
• Permitting Process
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2. Adopt by title only an urgency ordinance entitled:

AN URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ALISO VIEJO AMENDING SECTION 15.14.080 OF THE ALISO VIEJO MUNICIPAL CODE RELATING TO ACCESSORY

DWELLING UNITS AND JUNIOR ACCESSORY DWELLING UNITS TO COMPLY WITH RECENT

CHANGES IN STATE LAW AND FINDING THE ACTION TO BE STATUTORILY EXEMPT FROM CEQA UNDER PUBLIC RESOURCES CODE § 21080.17; and

3. Introduce for first reading by title only an ordinance entitled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ALISO VIEJO AMENDING SECTION

15.14.080 OF THE ALISO VIEJO MUNICIPAL CODE RELATING TO ACCESSORY DWELLING

UNITS AND JUNIOR ACCESSORY DWELLING UNITS TO COMPLY WITH RECENT CHANGES IN

STATE LAW AND FINDING THE ACTION TO BE STATUTORILY EXEMPT FROM CEQA UNDER PUBLIC RESOURCES CODE § 21080.17.

Staff Recommendation to City Council:
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City of Aliso Viejo

AGENDA ITEM
DATE: December 3, 2025
TO: Mayor and City Council
FROM: So Kim, Community Development Director
SUBJECT: CONCEPT PLAN REVIEW FOR A RESIDENTIAL COMMUNITY AT 1-5

POLARIS
Recommended Action:

Review and provide initial feedback on concept plans for a development proposal involving the demolition of five existing office buildings to accommodate the construction of a 405-unit, residential community at 1-5 Polaris (“Project”).

Fiscal Impact:

None.

Background:

On November 10, 2025, Shea Homes (“Applicant”) submitted a preapplication to demolish five existing office buildings to accommodate the construction of a 405-unit, residential community at 1-5 Polaris.

Discussion:

Existing Site: The existing site comprises five
separate parcels, each developed with an office
building and associated surface parking (see image
to the right). Collectively, these properties total
approximately 22.5 acres in size (“Site”). Access to
the Site is provided via two driveways located along
the northern property line facing Aliso Viejo
Parkway. The General Plan designation for the Site
is Professional Office use for both land use and
zoning. Additionally, Lots 1, 4, and 5, highlighted in
yellow, are located within the Mixed
Use/Residential Overlay District, which permits a
combination of residential and non-residential uses.
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Aliso Viejo City CouncilDecember 3, 2025

Aliso Viejo City Council
December 3, 2025