Agenda packet, regular meeting, first session — Aliso Viejo City Council, October 7, 2026 (part 11 of 11)

Owner/Developer shall retain a Qualified SWPPP Practitioner to implement the SWPPP and perform required inspections, monitoring, and corrective actions.

The project shall provide onsite QSP oversight during construction as required by the applicable permit and City-approved construction controls.

P7. Erosion and Sediment Control Plan. Prior to issuance of a grading permit, the Owner/Developer shall submit an Erosion and Sediment Control Plan prepared by a qualified civil engineer. The plan shall address construction impacts and long-term effects on downstream environments and watersheds, relevant NPDES requirements, and appropriate best available technology. The plan shall identify temporary soil cover, inlet protection, vegetative filtering, debris basins, silt fences, sediment traps, and other controls suited to the site. Graded slopes shall be protected with approved cover or equivalent measures from October 1 through April 30.

P8. Construction BMPs on Project Plans. Construction plans shall identify applicable measures from the California Stormwater BMP Handbooks and the approved SWPPP and Erosion and Sediment Control Plan. Controls shall include temporary soil cover such as hydroseeding, mulch, binders, or erosion-control blankets; protection of storm drain inlets and drainage courses; grading contours that reduce flow concentration and velocity; runoff diversion; reduced soil exposure during the October-through-April rainy season; sediment traps or basins; and inspection and maintenance of all controls.

P9. Construction and Demolition Waste Management Plan and Recycling Permit. Prior to issuance of the first permit authorizing demolition, grading, or construction, the Owner/Developer shall submit and obtain City approval of a construction and demolition (C&D) Waste Management Plan and obtain any C&D recycling permit required by the City. The plan shall identify waste reduction measures, anticipated material types and quantities, materials to be salvaged or recycled, proposed haulers and receiving facilities, onsite separation or approved commingled processing, the responsible coordinator, and documentation procedures. The plan shall demonstrate compliance with the applicable CALGreen code and City waste reduction ordinance. For covered work, at least 65 percent of nonhazardous C&D waste shall be recycled or salvaged for reuse, or a more stringent applicable local standard shall be met. Any code-authorized alternative compliance method or exception requires documented approval by the enforcing agency. Calculations shall use the measurement basis and exclusions required by the applicable code and City program.

P10. Operational Solid Waste Management Plan and Enclosure Design. Prior to issuance of a grading permit, the Owner/Developer shall submit an operational Solid Waste Management Plan to the Public Works Director for approval. The plan shall address trash, recyclable materials, and organic waste, including food scraps and landscape waste as applicable to the project and local collection program. It shall identify anticipated waste volumes, container capacity, 2147

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collection frequency, separation procedures, and storage and enclosure locations. Enclosures shall comply with City screening and access standards, provide adequate space for required waste streams, and allow safe collection access. Containers shall be covered and maintained to prevent precipitation entry, litter, leakage, and pollutant discharge. Enclosure drainage and cleaning shall comply with the approved WQMP; wash water shall not enter storm drains.

The plan shall be reviewed by the City-authorized or franchise waste hauler and revised as necessary for effective collection. Applicable commercial recycling and organics requirements, including AB 341, AB 1826, SB 1383, and local implementing requirements, shall be addressed.

P11. Drainage Improvement Plans and Security. Prior to issuance of a grading permit, the Owner/Developer shall submit drainage and related street improvement plans, with hydraulic calculations, prepared by a California registered civil engineer. The Owner/Developer shall post security required by the City to guarantee construction of the approved improvements.

P12. Hydrology Study and Final Drainage Plan. Prior to issuance of a grading permit, the Owner/Developer shall submit a hydrology study and final drainage plan addressing the onsite surface drainage system, underground facilities, and capacity of the offsite system to accommodate project-generated flows. Plans and calculations shall identify pre- and post-development runoff quantities and flow rates, watercourses, drainage areas and patterns, diversions, collection systems, flood hazard areas, sumps, and detention facilities. For an Orange County project, the study and plans shall follow the applicable Orange County Flood Control District Hydrology Manual, Orange County Local Drainage Manual, and Orange County Flood Control District Design Manual, as required by the City.

P13. Permanent Stormwater Facilities. A California registered civil engineer shall design the structural BMPs required by the approved WQMP as part of the drainage improvement plans. The Owner/Developer shall provide the approved infiltration, detention, treatment, and other BMPs and establish the maintenance mechanism required below. Selection and sizing of facilities shall follow the approved WQMP; a generic oil or grease trap shall not substitute for a required treatment or hydromodification BMP without City approval.

P14. Permanent Erosion Control Design. The grading and drainage plans shall consider drainage swales, subsurface and slope drains, storm drains, inlet and outlet protection, sediment traps, check dams, permanent desilting basins, grasslined swales and other permanent vegetation, scour protection, and infiltration areas. The Owner/Developer shall incorporate the features required by the Public Works Director to control permanent erosion sources.

P15. Onsite Collection and Municipal Connection. The Owner/Developer shall collect surface drainage in an onsite private storm drain system before discharge 2148

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to the approved municipal storm drain connection. Sheet or concentrated flow shall not leave the site across adjacent property or discharge uncontrolled into the public right-of-way. Surface water shall be conveyed into the onsite underground drainage system; parkway drains beneath sidewalks shall not be permitted.

P16. Protection of Adjacent Properties. The development shall not increase or concentrate surface drainage onto adjacent properties. The Owner/Developer shall provide all drainage improvements necessary to mitigate project stormwater flows and shall use reasonable efforts to minimize surface drainage across onsite sidewalks and driveways, to the Public Works Director’s satisfaction.

P17. Storm Drain Capacity. Storm drains and catch basins shall be designed to carry at least the 20-year storm, or a larger design event where required by applicable City or flood-control standards. The Owner/Developer shall demonstrate that the selected design meets the standards applicable to the project.

P18. Flood Protection. The Owner/Developer shall demonstrate that habitable structures and other structures that are not floodproof will be protected from the 100-year flood level, to the Public Works Director’s satisfaction.

P19. Conveyance to the Final Discharge Point. The Owner/Developer shall design and install all necessary onsite and offsite drainage facilities and appurtenances to safely contain and convey storm flows to the approved final discharge point. Facilities identified in approved drainage studies shall be shown on the final drainage plans.

P20. Ditches and Drainage Easements. Flows from V-ditches, ribbon gutters, and similar facilities shall enter the storm drain system before reaching streets, as required by the Public Works Director. Where necessary, the Owner/Developer shall extend facilities through recorded easements to eliminate surface flow between parcels. Maintenance responsibility for private facilities and associated easements shall be assigned to the property owner or other Cityapproved responsible entity.

P21. Detention Basin Design. Detention basins shall be designed to be safe, accessible for maintenance, and compatible with the site’s landscaping and appearance. Basin design shall avoid creating an attractive nuisance.

P22. Appearance of Drainage Structures. Prior to issuance of a grading permit, the Owner/Developer shall obtain approval of the color and appearance of exposed concrete drainage structures from the Public Works Director and Community Development Director. Natural features and landscaping shall be incorporated where practical to reduce visibility without impairing function or maintenance access.
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P23. Disturbance and Staged Grading. The Owner/Developer shall minimize disturbance of natural groundcover until needed for construction and limit disturbance to the active construction phase. Requests for staged grading shall be approved by the Public Works Director. Daily disturbed area shall be limited to five acres or less. Stockpiles shall be located and managed under an approved grading plan. Street-cleaning and repair security shall be provided when required by the Public Works Director.

P24. Temporary stabilization. Temporary irrigation, hydroseeding, and/or approved erosion controls shall be installed on partially completed grading and other disturbed ground that remains, or is expected to remain, unfinished or undisturbed in its altered condition for more than 30 days or until the beginning of the rainy season, whichever occurs first. Earlier stabilization shall be provided where required by the SWPPP or applicable permit.

P25. Rainy season grading. Grading between October 15 and April 15 shall require the Public Works Director’s approval and installation of erosion controls.

Erosion-control facilities shall remain installed and functional between October 1 and April 30. Revised erosion-control plans shall be submitted by September 1 of each year from the start of clearing or grading until release of the grading bond.

These dates do not waive year-round permit obligations or storm-event preparation requirements.

P26. NPDES Compliance Superintendent. The Owner/Developer shall designate an onsite superintendent responsible for NPDES compliance during grading and clearing through release of the grading bond. The superintendent shall have authority to hire personnel, obtain equipment, and purchase materials necessary to implement BMPs. The superintendent shall be present before and during grading or clearing, Monday through Friday, and on Saturdays when the probability of rain is 40 percent or greater. Before designation, the Owner/Developer shall provide evidence of at least eight hours of Public Works Director-approved training in NPDES compliance and BMP implementation. This position does not replace required QSD or QSP responsibilities.

P27. Temporary Stormwater Diversions. During site preparation and construction, the Owner/Developer shall install and maintain temporary stormwater diversion structures approved by the Public Works Director.

Diversions shall be coordinated with the approved erosion and sediment controls.

P28. Vehicle Trackout Controls. The Owner/Developer shall remove mud and dirt from heavy construction vehicles before they leave the site. Approved wheel or vehicle wash-down facilities shall be provided where necessary to prevent tracking onto public streets. Wash water and sediment shall be contained and managed so they do not discharge to the storm drain system. 2150

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P29. Stabilization and Street Sweeping. Inactive disturbed areas shall be stabilized using approved nonhazardous stabilizers or suitable soil-binding vegetation. Nearby public streets shall be swept periodically, and as directed by the Public Works Director, to remove silt deposited by construction vehicles, wind, or runoff. Sediment shall be collected and properly disposed of.

P30. Construction Housekeeping and Equipment Maintenance. The Owner/Developer shall continuously maintain the site free of litter and debris in accordance with the SWPPP and applicable worker-safety requirements. The Owner/Developer shall provide schedules and procedures for maintenance of earthmoving and other heavy equipment and document proper disposal of used oil and lubricants. Construction materials and wastes shall be managed to prevent pollutant discharge.

P31. Contractor Recycling and Diversion Records. The Owner/Developer shall require all contractors and subcontractors to implement the approved C&D Waste Management Plan and use authorized hauling and lawful receiving facilities. Provide designated containers or an approved commingled recovery system; protect waste from wind, precipitation, and runoff; and keep hazardous waste out of nonhazardous C&D recycling streams. Retain weight tickets, facility receipts, salvage and reuse records, and other City-required documentation identifying the project, material, quantity, destination, and recovered or disposed amount. Submit progress documentation when required by the City. These records shall support the applicable diversion calculation; shipment to a processing facility alone shall not establish that all material was diverted.

P32. Permanent Slope Planting. Graded slopes shall be permanently planted in a timely manner with groundcover, trees, and shrubs that stabilize slopes and minimize erosion. Planting shall conform to the approved landscape plan and meet the Public Works Director’s approval.

P33. Recorded Stormwater Maintenance Covenant. Prior to issuance of certificate of occupancy, the Owner/Developer shall execute and record a Cityapproved stormwater BMP maintenance covenant against the property in the official records of the County Recorder and provide the City with a conformed recorded copy and recording information. The covenant shall run with the land and bind successors and assigns. It shall identify the BMPs and responsible maintenance party; incorporate or reference the approved WQMP and operation and maintenance requirements; establish responsibility and funding for inspection, maintenance, repair, and replacement; and provide City-approved access, inspection, and enforcement provisions. Required drainage, access, and maintenance easements and ownership instruments shall also be recorded. The Owner/Developer shall provide evidence of these arrangements to the Public Works Director before occupancy clearance. This condition implements the maintenance-mechanism and recordation obligations in Regional MS4 Permit Provisions E.3.c.(4) and E.3.e.(1)(c).
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P34. Post Construction BMP Certification. Prior to issuance of certificate of occupancy, the Owner/Developer shall submit a post-construction BMP installation and operational certification, signed and stamped by the California registered civil engineer responsible for the stormwater design, or another appropriately licensed professional accepted by the Public Works Director. The certification shall identify each permanent structural BMP and confirm, based on construction observations and supporting records, that it has been installed in accordance with the approved WQMP, plans, specifications, and approved revisions and is functioning as designed. The submittal shall include record drawings, a BMP inventory and location plan, photographs and applicable testing or inspection records, and the final operation and maintenance information.

Unapproved deviations and deficiencies shall be corrected, and revised documentation shall be accepted by the Public Works Director before occupancy clearance. This certification supports the City’s verification under Regional MS4 Permit Provision E.3.e.(1)(d) and does not replace the required final inspection.

P35. Final WQMP Inspection and City Acceptance. Prior to issuance of certificate of occupancy, the Owner/Developer shall request and obtain a satisfactory final WQMP inspection and written stormwater clearance from the Public Works Director. The inspection shall verify that each permanent structural BMP has been constructed and is operating in compliance with the approved WQMP, specifications, plans, permits, applicable ordinances, and Regional MS4 Permit requirements. The inspection shall also verify required source controls, drainage connections, inlet labels, maintenance access, and correction of construction-related sediment accumulation or damage. All deficiencies shall be corrected and any required reinspection completed before occupancy or intended use. The recorded maintenance covenant and accepted post-construction BMP certification shall be provided before the City issues stormwater clearance. This condition implements Regional MS4 Permit Provision E.3.e.(1)(d).

P36. Solid Waste Recycling and Organic Waste Collection. Prior to issuance of certificate of occupancy,, the Owner/Developer shall provide evidence of active or scheduled-to-commence trash, recycling, and organic waste collection services through the City-authorized waste hauler. Evidence shall identify the site, required waste streams, container sizes, and collection frequency. Any applicable waiver or lawful alternative compliance method shall be documented and accepted by the City. Approved enclosures and adequately sized, accessible, properly labeled or color-coded containers shall be installed and ready for use before occupancy. Collection shall begin no later than occupancy or intended use.

P37. C and D Diversion Verification and Permit Closeout. Prior to issuance of certificate of occupancy, the Owner/Developer shall submit a final C&D diversion report with supporting receipts, weight tickets, and salvage or reuse records demonstrating compliance with the approved Waste Management Plan 2152

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and applicable diversion requirement or approved alternative. Obtain City acceptance and close out any required C&D recycling permit. For phased construction or temporary occupancy, submit interim records and obtain City approval of the remaining reporting and closeout schedule; temporary occupancy shall not waive outstanding diversion obligations.

P38. Perpetual BMP Maintenance. The property owner or City-approved responsible entity shall inspect, operate, maintain, repair, and replace all structural and nonstructural BMPs in accordance with the approved WQMP, recorded covenant, and approved operation and maintenance plan. Applicable CC&Rs shall incorporate the maintenance obligations. Responsibilities shall continue through ownership transfers. Maintenance records shall be retained and made available to the City, and the responsible entity shall allow inspections and complete corrective actions required by the City.

P39. Landscaping and Irrigation Runoff. Landscaping shall be permanently maintained in a healthy condition. Irrigation shall be designed, operated, and maintained to eliminate runoff to the extent practical and promote surface filtration. Fertilizer and pesticide use shall be minimized to reduce urban runoff pollution.

P40. Storm Drain Inlet Labeling. All onsite storm drain inlets shall be labeled “Don’t Dump Drains to Ocean,” or with equivalent wording approved by the City.

Labels shall remain legible and shall be replaced as necessary.

P41. Storm Drain Cleaning. All onsite storm drains shall be cleaned using approved methods at least twice annually, once immediately before October 1 and once in January. Additional cleaning shall be performed when required by the approved WQMP, facility condition, or the Public Works Director, including during construction.

P42. Sweeping and Wash Water Management. Parking, circulation, and street surfaces shall be maintained in good condition and swept at least as frequently as City public streets. Common sidewalks, walkways, and parking areas shall be swept regularly to prevent litter and debris accumulation. During sweeping or washing, debris shall be captured and collected. Cleaning agents and wash water shall not enter storm drains. Wash water proposed for sanitary-sewer disposal shall be collected and discharged only with the applicable sanitarysewer agency’s approval.

P43. Ongoing Collection Separation and Education. The property owner or responsible operator shall maintain sufficient trash, recycling, and organic waste collection service and container capacity throughout operation, consistent with the approved Solid Waste Management Plan and applicable City requirements.

Occupants and landscape contractors shall separate materials according to the local collection program. Required indoor and outdoor collection containers shall 2153

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have compliant labels or colors and be placed in required locations. The responsible operator shall provide required sorting education to employees, contractors, tenants, and customers, inspect for contamination, and correct improper sorting and overflowing containers. Applicable business education shall occur at least annually, with required information provided to new tenants within 14 days of occupancy. Maintain service and compliance records for City review and update service levels when occupancy or waste generation changes.

P44. Litter and Debris Removal. Common areas shall be maintained free of litter and debris. Waste storage areas shall remain functional and shall be operated in accordance with the approved solid waste management plan and WQMP source controls.

P45. Outdoor Vehicle Maintenance and Washing. Outdoor vehicle maintenance shall be prohibited. Car washing shall be prohibited unless a dedicated area is designed and approved to meet applicable water quality requirements. If proposed, the location and design of the washing area shall be approved by the Public Works Director and Community Development Director before issuance of a precise grading permit. Wash water shall not enter storm drains. 2154

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Exhibit “B”
Project Plans
2155

APPLICANT

BRANDYWINE ACQUISITION GROUP, LLC
Contact: Emanuel Robinson, Senior Project Manager
2355 Main St, Suite 220, Irvine, CA 92614
925-389-8632 | Brandywine-Homes.com

ARCHITECT
WHA. Architects . Planners . Designers .

Contact: Mike Cantrell, AIA
200 Commerce, Suite 200, Irvine, CA 92602
949.250.0607 | www.WHAinc.com

LANDSCAPE ARCHITECT

STUDIO PAD
Contact: Peter A Duarte
23195 La Cadena Dr., Ste. 103, Laguna Hills, CA 92653
949.770.8530 | [email protected]

CIVIL ENGINEER
Advanced Civil Group
Contact: Christian Kesler, PE
30251 Golden Lantern, Suite E, PMB 251, Laguna Niguel, CA 92677 866.338.5778 | www.advancedcivilgroup.com
SHEET INDEX:

Submittal Log:

LOCATION MAP: OUR TEAM:

ARCHITECTURE
PI-1 Project Information
SP-1 Conceptual Site Plan
SP-2 Conceptual Open Space Plan
SP-3 Trash Staging Plan
A.0 ARGONAUT | Entry Perspective
A.1 6-PLEX 'A' | Exterior Elevations
A.2 6-PLEX 'A' | Composite Floor Plans
A.3 6-PLEX 'A' | Composite Floor Plans
A.4 6-PLEX 'B' | Exterior Elevations
A.5 6-PLEX 'B' | Composite Floor Plans
A.6 6-PLEX 'B' | Composite Floor Plans
A.7 6-PLEX 'C' | Exterior Elevations
A.8 6-PLEX 'C' | Composite Floor Plans
A.9 5-PLEX 'A' | Exterior Elevations
A.10 5-PLEX 'A' | Composite Floor Plans
A.11 5-PLEX 'B' | Exterior Elevations
A.12 5-PLEX 'B' | Composite Floor Plans
A.13 PLAN 1 | Unit Floor Plan
A.14 PLAN 2 | Unit Floor Plan
A.15 PLAN 3 | Unit Floor Plan
A.16 PLAN 4 | Unit Floor Plan
COLOR
CM Color and Materials
Pre-Application Submittal Date: 01-30-2026
Entitlement Submittal Date: 04-15-2026
Second Entitlement Submittal Date: 06-01-2026
Third Entitlement Submittal Date: 07-20-2026
Project Location
73 FWY
Laguna Hills Dr.

Argonaut
Aliso Creek Rd.

Glenwood Dr.

GEOTECHNICAL ENGINEER
Alta California Geotechnical, Inc.

Contact: Scott A. Gray, PE, RGE
170 N. Maple Street, Suite 108, Corona, CA 92878
951.509.7090 | www.altageotechnical.com

UTILITY CONSULTANT
BJ Palmer & Associates, Inc.

Contact: Bruce J. Palmer
1 Ridgegate Drive, Suite 105, Temecula, CA 92590
951.699.8100

PHOTOMETRIC CONSULTANT
Intelligent Lighting Systems
Contact: James Love, CEO
424.666.9071 | www.ilightingsystems.com

PRESIDIO
15 ARGONAUT ALISO VIEJO, CA 92656

LANDSCAPE
L-1 Schematic Landscape Plan
L-2 Schematic Open Space Enlargements
L-3 Schematic Wall & Fence Plan
L-4 Schematic Planting Plan
L-5 Schematic Planting Images

PHOTOMETRIC
1 Photometric Plan
CIVIL
1 Vesting Tentative Tract Map
2 Existing Conditions
3 Grading Plan
4 Conceptual Utility Plan
5 Sections
6 Fire Site Plan
7 Conceptual Earthwork
C-1 Fire Truck Access
C-2 Trash Truck Access
C-3 Car Parking Access
2156
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO

PRESIDIO

ALISO VIEJO, CA THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26

PROJECT INFORMATION
PI-1

ZONING CODE REQUIRED PROPOSED
Maximum Density 18 du/ac 13.2 du/ac
Maximum Building Height 35 feet Not to exceed 36 feet
(Applying waiver for Setback per State Density Bonus Law) Maximum Building Coverage 60% 22.4%
Minimum Common Open Space Area 25% 9%
(Concession for Open Space per State Density Bonus Law) Minimum Perimeter Setback 20 feet
>20' along majority of property boundary except
two building corners at 5' and one at 14.9'
(Applying waiver for Setback per State Density Bonus Law) Minimum Boundary Landscaping 15 feet minimum, 20 feet minimum average >20' along majority of property boundary except
four building corners between 5' and 14.4'
(Applying waiver for Setback per State Density Bonus Law) Parking

2.0 Spaces per Unit in a Garage (116 Spaces)
Guest: 0.5 Space per Unit (29 Spaces)
Total: 145 Spaces per Unit
Parking Reqd. Per State Density Bonus Law: 130 Spaces

22.5 spaces (1.5 spaces per 3 bedroom unit)
107.5 spaces (2.5 spaces per 4 bedroom unit)
Parking Provided: 140 Spaces (2.4 Spaces per Unit)
2-car Garage per unit (58 units X 2 = 116 Spaces)
Guest: 24 Open Spaces (Incl. 1 Accessible Stall)

Project Description Zoning Summary - RM - Medium Density Residential PRESIDIO AT PACIFIC PARK – CITY OF ALISO VIEJO
Brandywine Acquisition Group, LLC is proud to present a proposal for a thoughtfully planned townhome style community located at 15 Argonaut in the City of Aliso Viejo.

Rooted in Brandywine’s mission to build lasting neighborhoods for California families, this new community reflects a careful balance of design, open space, and character—integrating seamlessly into the surrounding environment while delivering much-needed for-sale housing.

The vision of this community is centered around place making, open space, and thoughtful architecture. A dog play area, a community garden, a recreation lawn, BBQ area with shade structure, meandering paseos, all work together to create an inviting and connected place to call home. The site design prioritizes preserved open space, livability and neighborhood character while celebrating the Aliso Viejo lifestyle.

The proposed architecture embraces a refined, grounded style tailored specifically for the city, featuring three-story townhomestyle homes that offer spacious layouts for families to grow and thrive. Each of the 58 for-sale solar-powered, all-electric homes will range in size from approximately 1,320 to 1,827 square feet and will include two car private garages (116 total spaces), accessed by common drive aisles to ensure privacy and convenience.

The community will offer 55 market-rate homes and 3 inclusionary below market rate units, for very low-income households.

Every home is designed with livability in mind and will feature individual entry front door, and oversized decks, reinforcing the strong indoor-outdoor lifestyle that is so valued by Aliso Viejo families. The homes will be arranged across 10 residential buildings in total, reflecting 5 unique architectural building types, with 4 distinct floor plans offered to future residents. The community is further enhanced by shared and private landscaped spaces and 24 guest parking stalls, consisting of 23 guest spaces and 1 unassigned accessible ADA space.

This new neighborhood has been designed to comply with all applicable objective General Plan and Subdivision standards as outlined in Government Code Section 65589.5(j) and qualifies as a housing development project under Government Code Section 65589.5(h)(2). The project is also consistent with an adopted community plan under CEQA Guidelines Section 15183.

To bring this vision to life, Brandywine Acquisition Group, LLC is requesting a General Plan Amendment, a Vesting Tentative Tract Map, Site Development Permit, CEQA – MND, Zoning Change, and State Density Bonus Law (SB 330, AB52, SB18). As part of the Density Bonus application, Brandywine is requesting waivers of development standards to physically accommodate the permitted density, as well as one incentive and concession, with details outlined on submittal. The project is also eligible for a reduced parking ratio pursuant to Government Code Section 65915(p)(1).

Brandywine is excited to collaborate with the City of Aliso Viejo on a community that will bring vitality, housing opportunity, and architectural integrity to the neighborhood. We are proud to offer solar, all-electric homes designed for today’s families and look forward to working together to make this community a reality. 2157
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
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20.0'

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46.9'

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Notes:

1. Site plan is for conceptual purposes only.

2. Site plan must be reviewed by planning, building, and fire departments for code compliance.

3. Base information per civil engineer.

4. Civil engineer to verify all setbacks and grading information

5. Building Footprints might change due to the final design elevation style.

6. Open space area is subject to change due to the balcony design of the elevation.

7. Building setbacks are measured from property lines to building foundation lines.

C 2025 WILLIAM HEZMALHALCH ARCHITECTS, INC. dba WHA. | 2025186 | 07-14-26 0 20 40 80

CONCEPT SITE PLAN
Presidio
Aliso Viejo, CA 3RD ENTITLEMENT SUBMITTAL
Project Summary
Gross Site Area: ±4.4 Acres
Net Site Area: ±2.47 Acres
Total Units: 58 Homes
▪ (03) Plan 1 | ±1,320 SF | 3 BD | 3 BA | Tandem Garage ▪ (12) Plan 2 | ±1,538 SF | 3 BD | 2.5 BA
▪ (28) Plan 3 | ±1,580 SF | 4 BD | 3.5 BA
▪ (15) Plan 4 | ±1,827 SF | 4 BD | 3.5 BA
Total Saleable SF:94,061 SF
Gross Density: 13.2 Homes per Acre
Net Density: 23.5 Homes per Acre
Parking:

Required: 130 Spaces (per State Density Bonus Law)
▪ 22.5 spaces (1.5 spaces per 3 bedroom unit)
▪ 107.5 spaces (2.5 spaces per 4 bedroom unit)
Provided: 140 Spaces (2.41 spaces per home)
▪ Garage: 116 Spaces
▪ Head in: 24 Spaces (incl. 1 accessible space)
: Guest Spaces : Accessible Space
Common Usable Open Space:

Required: ±47,955 SF (25% of site area)
Provided: ±17,214 SF (9%)
▪ ±3,194 SF (Amenity Spaces)
▪ ±14,020 SF (Paseos & Landscaped Areas)
Additonal Open Space Provided:
▪ ±7,611 SF (Private Yards)
▪ ±84,050 SF (Additional open space dedicated to slope ~ ±1.93 acres) Building Coverage: 22.4% (±42,924 SF); 60% Max. Allowed

ARGONAUT
GLENWOOD DR.

ALISO CREEK RD

ARGONAUT
OCFA
Hammerhead
Enhanced
Paving Entry
20' Setback Line
Dog Play Area
BBQ Area +
Yoga Lawn
Business Park 2
Zone
Business Park 2
Zone
Toe of Slope
Slope Maintenance Easement
Presidio Park
Presidio Terrace
Presidio View
Presidio Way
Presidio Lane
Presidio Glen
Presidio Grove
G
PRESIDIO SP-1

ALISO VIEJO, CA THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 0 20 40 80

CONCEPTUAL SITE PLAN
2158
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
// // //
//
//
5 4
3 2
1 6
7 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 42
43 44
45 46
47 48
49 50
51 52
53 54
55 56
57 58
Bldg. 1
Bldg. 2
Bldg. 3
Bldg. 4
Bldg. 5
Bldg. 6
Bldg. 7
Bldg. 10
Bldg. 8
Bldg. 9
ADA
ADA
ADA
ADA
ADA
ADA

9.0'

18.0'

9.0' 18.0'

18.0'

2.5'

2.0'

2.5'

2.7'

2.5'

5.2'

9.0'

18.0'

2.0'
G
G G G
G
G
G
G
G
G
G
G
G
G
G
G
G
G
G
G
G

9.0'
Notes:

1. Site plan is for conceptual purposes only.

2. Site plan must be reviewed by planning, building, and fire departments for code compliance.

3. Base information per civil engineer.

4. Civil engineer to verify all setbacks and grading information

5. Building Footprints might change due to the final design elevation style.

6. Open space area is subject to change due to the balcony design of the elevation.

7. Building setbacks are measured from property lines to building foundation lines.

C 2025 WILLIAM HEZMALHALCH ARCHITECTS, INC. dba WHA.
0 20 40 80

OPEN SPACE PLAN
Presidio
Aliso Viejo, CA
Open Space Summary
Common Usable Open Space:

ARGONAUT
GLENWOOD DR.

ALISO CREEK RD

ARGONAUT
OCFA
Hammerhead
Enhanced
Paving Entry
20' Setback Line
Dog Play Area
BBQ Area +
Yoga Lawn
Business Park 2
Zone
Business Park 2
Zone
Slope Maintenance Easement
| 2025186 | 07-14-26
3RD ENTITLEMENT SUBMITTAL
Toe of Slope
PRESIDIO SP-2

ALISO VIEJO, CA THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 0 20 40 80

CONCEPTUAL OPEN SPACE PLAN
2159
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
// // //
//
//
5 4
3 2
1 6
7 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 42
43 44
45 46
47 48
49 50
51 52
53 54
55 56
57 58
Bldg. 1
Bldg. 2
Bldg. 3
Bldg. 4
Bldg. 5
Bldg. 6
Bldg. 7
Bldg. 10
Bldg. 8
Bldg. 9
ADA
ADA
ADA
ADA
ADA
ADA

9.0'

18.0'

9.0' 18.0'

18.0'

2.5'

2.0'

2.5'

2.7'

2.5'

5.2'

9.0'

18.0'

2.0'
T O R

T O R T O R T O R T O R

T O R T O R T O R T O R T O R
T O R
T O R

T O R T O R T O R T O R T O R T O R

T O R T O R T O R T O R T O R
T O R

T O R T O R T O R T O R T O R

T O R T O R T O R T O R T O R T O R

T O R T O R T O R T O R
T O R
G
G G G
G
G
G
G
G
G
G
G
G
G
G
G
G
G
G
G
G

9.0'
Notes:

1. Site plan is for conceptual purposes only.

2. Site plan must be reviewed by planning, building, and fire departments for code compliance.

3. Base information per civil engineer.

4. Civil engineer to verify all setbacks and grading information

5. Building Footprints might change due to the final design elevation style.

6. Open space area is subject to change due to the balcony design of the elevation.

7. Building setbacks are measured from property lines to building foundation lines.

C 2025 WILLIAM HEZMALHALCH ARCHITECTS, INC. dba WHA.
0 20 40 80

TRASH STAGING PLAN
Presidio
Aliso Viejo, CA

ARGONAUT
GLENWOOD DR.

ALISO CREEK RD

ARGONAUT
OCFA
Hammerhead
Enhanced
Paving Entry
20' Setback Line
Dog Play Area
BBQ Area +
Yoga Lawn
Slope Maintenance Easement
| 2025186 | 07-14-26
3RD ENTITLEMENT SUBMITTAL
Toe of Slope
Legend
Trash
Recycle
Organics/Compost
Trash containers will be placed on private driveway aprons for each unit.

T
O
R
PRESIDIO SP-3

ALISO VIEJO, CA THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 0 20 40 80

TRASH STAGING PLAN
2160
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO

PRESIDIO

ALISO VIEJO, CA THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 A.0
ARGONAUT | Entry Perspective
Note: Artist’s Conception; Colors, Materials and Application May Vary. 2161
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
PRESIDIO A.1

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 6-PLEX 'A' | Exterior Elevations
Note: Artist’s Conception; Colors, Materials and Application May Vary.

Front
Rear
Left
Right

MATERIALS
Roof: Concrete 'S' Tile
Fascia: 2X Wood Fascia
Barge: Wood Barge Board
Gable: Decorative Metal Gable End Detail
Accent: Decorative Shutters
Exterior: Stucco
Entry Door: Decorative Front Entry Door
Garage Door: Decorative Metal Roll-Up Garage Doors
Windows: Window Grid Patterns Shown (Tan)
Color Scheme 2

NOT TO EXCEED
36'-0''
2162
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
BUILDING TYPE 200: FIRST LEVEL COMPOSITE PLAN 1
BUILDING TYPE 200: SECOND LEVEL COMPOSITE PLAN 2 COMPOSITE PLAN LE PLAN 4 PLAN 2 PLAN 3 PLAN 3 PLAN 3 PLAN 4
PLAN 4 PLAN 2 PLAN 3 PLAN 3 PLAN 3 PLAN 4
BUILDING TYPE 200: SECOND LEVEL COMPOSITE PLAN 2 COMPOSITE PLAN LE PLAN 4 PLAN 2 PLAN 3 PLAN 3 PLAN 3 PLAN 4
PLAN 4 PLAN 2 PLAN 3 PLAN 3 PLAN 3 PLAN 4
BUILDING TYPE 200: SECOND LEVEL COMPOSITE PLAN 2 COMPOSITE PLAN LE PLAN 4 PLAN 2 PLAN 3 PLAN 3 PLAN 3 PLAN 4
PLAN 4 PLAN 2 PLAN 3 PLAN 3 PLAN 3 PLAN 4
PRESIDIO A.2

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 6-PLEX 'A' | Composite Floor Plans
First Level
Second Level
2163
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
BUILDING TYPE 200: THIRD LEVEL COMPOSITE PLAN 1

COMPOSITE PLAN LE
PLAN 4 PLAN 2 PLAN 3 PLAN 3 PLAN 3 PLAN 4
BUILDING TYPE 200: THIRD LEVEL COMPOSITE PLAN 1

COMPOSITE PLAN LE
PLAN 4 PLAN 2 PLAN 3 PLAN 3 PLAN 3 PLAN 4
PRESIDIO A.3

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 6-PLEX 'A' | Composite Floor Plans
Third Level
2164
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
PRESIDIO A.4

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 6-PLEX 'B' | Exterior Elevations
Note: Artist’s Conception; Colors, Materials and Application May Vary.

Front
Rear
Left
Right
MATERIALS Color Scheme 1
Roof: Concrete 'S' Tile
Fascia: 2X Wood Fascia
Barge: Wood Barge Board
Gable: Decorative Metal Gable End Detail
Accent: Decorative Shutters
Exterior: Stucco
Entry Door: Decorative Front Entry Door
Garage Door: Decorative Metal Roll-Up Garage Doors
Windows: Window Grid Patterns Shown (Tan)

NOT TO EXCEED
36'-0''
2165
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
BUILDING TYPE 300: FIRST LEVEL COMPOSITE PLAN 1
BUILDING TYPE 300: SECOND LEVEL COMPOSITE PLAN 2 COMPOSITE PLAN LE PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 3 PLAN 4
PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 3 PLAN 4
BUILDING TYPE 300: SECOND LEVEL COMPOSITE PLAN 2 COMPOSITE PLAN LE PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 3 PLAN 4
BUILDING TYPE 300: FIRST LEVEL COMPOSITE PLAN 1
BUILDING TYPE 300: SECOND LEVEL COMPOSITE PLAN 2 COMPOSITE PLAN LE PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 3 PLAN 4
PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 3 PLAN 4
BUILDING TYPE 300: SECOND LEVEL COMPOSITE PLAN 2 COMPOSITE PLAN LE PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 3 PLAN 4
PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 3 PLAN 4
PRESIDIO A.5

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 6-PLEX 'B' | Composite Floor Plans
First Level
Second Level
2166
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
BUILDING TYPE 300: THIRD LEVEL COMPOSITE PLAN 1

COMPOSITE PLAN LE
PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 3 PLAN 4
BUILDING TYPE 300: THIRD LEVEL COMPOSITE PLAN 1

COMPOSITE PLAN LE
PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 3 PLAN 4
PRESIDIO A.6

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 6-PLEX 'B' | Composite Floor Plans
Third Level
2167
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
PRESIDIO A.7

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 6-PLEX 'C' | Exterior Elevations
Note: Artist’s Conception; Colors, Materials and Application May Vary.

Front
Rear
Left
Right
MATERIALS Color Scheme 2
Roof: Concrete 'S' Tile
Fascia: 2X Wood Fascia
Barge: Wood Barge Board
Gable: Decorative Metal Gable End Detail
Accent: Decorative Shutters
Exterior: Stucco
Entry Door: Decorative Front Entry Door
Garage Door: Decorative Metal Roll-Up Garage Doors
Windows: Window Grid Patterns Shown (Tan)

NOT TO EXCEED
36'-0''
2168
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
BUILDING TYPE 100: FIRST
BUILDING TYPE 100: SECOND
PLAN 1 PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 4
PLAN 1 PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 4
DATE

REVISIONS
NO. DESCRIPTION

WHA EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS ARE NOT TO BE

REPRODUCED, CHANGED, OR COPIED IN ANY FORM OR MANNER

WHATSOEVER, NOR ARE THEY TO BE ASSIGNED TO A THIRD PARTY

WITHOUT FIRST OBTAINING THE WRITTEN PERMISSION AND CONSENT

OF WHA IN THE EVENT OF UNAUTHORIZED REUSE OF THESE PLANS BY A THIRD PARTY, THE THIRD PARTY SHALL HOLD WHA HARMLESS. ALISO VIEJO -

ALISO VIEJO, CALIFORNIA -----
DATE:

BUILDING TYPE 100: THIRD LEVEL COMPOSITE PLAN 1

COMPOSITE PLAN LEGEND
PLAN 1 PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 4
BUILDING TYPE 100: SECOND
PLAN 1 PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 4
BUILDING TYPE 100: FIRST
BUILDING TYPE 100: SECOND
PLAN 1 PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 4
PLAN 1 PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 4
DATE

REVISIONS
NO. DESCRIPTION

WHA EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS ARE NOT TO BE

REPRODUCED, CHANGED, OR COPIED IN ANY FORM OR MANNER

WHATSOEVER, NOR ARE THEY TO BE ASSIGNED TO A THIRD PARTY

WITHOUT FIRST OBTAINING THE WRITTEN PERMISSION AND CONSENT

OF WHA IN THE EVENT OF UNAUTHORIZED REUSE OF THESE PLANS BY A THIRD PARTY, THE THIRD PARTY SHALL HOLD WHA HARMLESS. ALISO VIEJO -

ALISO VIEJO, CALIFORNIA -----
DATE:

BUILDING TYPE 100: THIRD LEVEL COMPOSITE PLAN 1

COMPOSITE PLAN LEGEND
PLAN 1 PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 4
BUILDING TYPE 100: FIRST
PLAN 1 PLAN 3 PLAN 2 PLAN 3 PLAN 2 PLAN 4
PRESIDIO A.8

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 6-PLEX 'C' | Composite Floor Plans
Third Level First Level
Second Level
2169
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
PRESIDIO A.9

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 5-PLEX 'A' | Exterior Elevations
Note: Artist’s Conception; Colors, Materials and Application May Vary.

NOT TO EXCEED
36'-0''
2170
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
BUILDING TYPE 4
BUILDING TYPE 400
PLAN 4 PLAN 3 PLAN 2 PLAN 3 PLAN 3
PLAN 4 PLAN 3 PLAN 2 PLAN 3 PLAN 3
DATE

REVISIONS
NO. DESCRIPTION

WHA EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS ARE NOT TO BE

REPRODUCED, CHANGED, OR COPIED IN ANY FORM OR MANNER

WHATSOEVER, NOR ARE THEY TO BE ASSIGNED TO A THIRD PARTY

WITHOUT FIRST OBTAINING THE WRITTEN PERMISSION AND CONSENT

OF WHA IN THE EVENT OF UNAUTHORIZED REUSE OF THESE PLANS BY A THIRD PARTY, THE THIRD PARTY SHALL HOLD WHA HARMLESS. ALISO VIEJO -

ALISO VIEJO, CALIFORNIA -----
DATE:

BUILDING TYPE 400: THIRD LEVEL COMPOSITE PLAN 1

COMPOSITE PLAN LEGEND
PLAN 4 PLAN 3 PLAN 2 PLAN 3 PLAN 3
BUILDING TYPE 400
PLAN 4 PLAN 3 PLAN 2 PLAN 3 PLAN 3
BUILDING TYPE 4
BUILDING TYPE 400
PLAN 4 PLAN 3 PLAN 2 PLAN 3 PLAN 3
PLAN 4 PLAN 3 PLAN 2 PLAN 3 PLAN 3
DATE

REVISIONS
NO. DESCRIPTION

WHA EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS ARE NOT TO BE

REPRODUCED, CHANGED, OR COPIED IN ANY FORM OR MANNER

WHATSOEVER, NOR ARE THEY TO BE ASSIGNED TO A THIRD PARTY

WITHOUT FIRST OBTAINING THE WRITTEN PERMISSION AND CONSENT

OF WHA IN THE EVENT OF UNAUTHORIZED REUSE OF THESE PLANS BY A THIRD PARTY, THE THIRD PARTY SHALL HOLD WHA HARMLESS. ALISO VIEJO -

ALISO VIEJO, CALIFORNIA -----
DATE:

BUILDING TYPE 400: THIRD LEVEL COMPOSITE PLAN 1

COMPOSITE PLAN LEGEND
PLAN 4 PLAN 3 PLAN 2 PLAN 3 PLAN 3
BUILDING TYPE 4
PLAN 4 PLAN 3 PLAN 2 PLAN 3 PLAN 3
PRESIDIO A.10

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 5-PLEX 'A' | Composite Floor Plans
Third Level First Level
Second Level
2171
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
PRESIDIO A.11

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 5-PLEX 'B' | Exterior Elevations
Note: Artist’s Conception; Colors, Materials and Application May Vary.

NOT TO EXCEED
36'-0''
2172
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
BUILDING TYPE 5
BUILDING TYPE 500
PLAN 4 PLAN 3 PLAN 3 PLAN 1 PLAN 1
PLAN 4 PLAN 3 PLAN 3 PLAN 1 PLAN 1 ELEC EVSE ELEC EVSE
DATE

REVISIONS
NO. DESCRIPTION

WHA EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS ARE NOT TO BE

REPRODUCED, CHANGED, OR COPIED IN ANY FORM OR MANNER

WHATSOEVER, NOR ARE THEY TO BE ASSIGNED TO A THIRD PARTY

WITHOUT FIRST OBTAINING THE WRITTEN PERMISSION AND CONSENT

OF WHA IN THE EVENT OF UNAUTHORIZED REUSE OF THESE PLANS BY A THIRD PARTY, THE THIRD PARTY SHALL HOLD WHA HARMLESS. ALISO VIEJO -

ALISO VIEJO, CALIFORNIA -----
DATE:

BUILDING TYPE 500: THIRD LEVEL COMPOSITE PLAN 1

COMPOSITE PLAN LEGEND
PLAN 4 PLAN 3 PLAN 3 PLAN 1 PLAN 1
BUILDING TYPE 500
PLAN 4 PLAN 3 PLAN 3 PLAN 1 PLAN 1 ELEC EVSE ELEC EVSE
BUILDING TYPE 5
BUILDING TYPE 500
PLAN 4 PLAN 3 PLAN 3 PLAN 1 PLAN 1
PLAN 4 PLAN 3 PLAN 3 PLAN 1 PLAN 1 ELEC EVSE ELEC EVSE
DATE

REVISIONS
NO. DESCRIPTION

WHA EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS ARE NOT TO BE

REPRODUCED, CHANGED, OR COPIED IN ANY FORM OR MANNER

WHATSOEVER, NOR ARE THEY TO BE ASSIGNED TO A THIRD PARTY

WITHOUT FIRST OBTAINING THE WRITTEN PERMISSION AND CONSENT

OF WHA IN THE EVENT OF UNAUTHORIZED REUSE OF THESE PLANS BY A THIRD PARTY, THE THIRD PARTY SHALL HOLD WHA HARMLESS. ALISO VIEJO -

ALISO VIEJO, CALIFORNIA -----
DATE:

BUILDING TYPE 500: THIRD LEVEL COMPOSITE PLAN 1

COMPOSITE PLAN LEGEND
PLAN 4 PLAN 3 PLAN 3 PLAN 1 PLAN 1
BUILDING TYPE 5
PLAN 4 PLAN 3 PLAN 3 PLAN 1 PLAN 1

ELEC EVSE ELEC EVSE
PRESIDIO A.12

ALISO VIEJO, CA
0 4 8 16

THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 5-PLEX 'B' | Composite Floor Plans
Third Level First Level
Second Level
2173
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
NO.

WHA EXP

PROPERT
REPROD
WHATSO

WITHOUT
OF WHA

THIRD PA

ALISO VIEJO

FLOOR PLAN LEGEND
UNIT PLAN 1: THIRD LEVEL 3 UNIT PLAN 1: SECOND LEVEL 2 UNIT PLAN 1: FIRST LEVEL 1 UNIT FLOOR PLAN NOTES (C.R.C./C.B.C.) BUILDING KEY PLANS

FLOOR PLAN KEYNOTES
ELEC
EVSE
10'-0" x 20'-0" CLEAR SPACE
10'-0" x 20'-0" CLEAR SPACE
G
3080 SC
2868 SC
UP
16R
R
T
W/H
2 - CAR TANDEM
GARAGE
10'-0" x 40'-0"
ENTRY
8070 SEC. GAR. DOOR
UP
17R
DN
16R
BATH 3
5068 BI-PASS
BDRM 3
9'-6" x 10'-0"

KITCHEN
DINING
11'-6" x 10'-0"
FAMILY
10'-6" x 11'-0"
5050 SL
6050 SL
21068
21068
DECK
8'-6" x 4'-0"
3080 SC
2 0
4 0 SH
4 0
2 0 FX
4 0
2 0 FX

PRIMARY
BATH 1
DN
17R
2468
2468
2468
LAU.
2868
2 0
4 0 SH
2 0
4 0 SH
2 0
4 0 SH
5050 SL 2040 SH
2040 SH 5050 SL
W.I.C.
5068 BI-PASS
2868
PRIMARY BDRM 1
9'-7" x 12'-0"
PRIMARY BDRM 2
9'-7" x 12'-0" PRIMARY
BATH 2
FAU 2668
2668
2 0
4 0 SH
2 0
4 0 SH

FLOOR PLAN LEGEND
UNIT PLAN 1: THIRD LEVEL 3 UNIT PLAN 1: SECOND LEVEL 2 UNIT PLAN 1: FIRST LEVEL 1 UNIT FLOOR PLAN NOTES (C.R.C./C.B.C.) BUILDING KEY PLANS

KITCHEN
DINING
11'-6" x 10'-0"
FAMILY
10'-6" x 11'-0"
5050 SL
6050 SL
21068
21068
DECK
8'-6" x 4'-0"
3080 SC
2 0
4 0 SH
4 0
2 0 FX
4 0
2 0 FX

FLOOR PLAN LEGEND
UNIT PLAN 1: THIRD LEVEL 3 UNIT PLAN 1: SECOND LEVEL 2 UNIT PLAN 1: FIRST LEVEL 1 UNIT FLOOR PLAN NOTES (C.R.C./C.B.C.) BUILDING KEY PLANS

KITCHEN
DINING
11'-6" x 10'-0"
FAMILY
10'-6" x 11'-0"
5050 SL
6050 SL
21068
21068
DECK
8'-6" x 4'-0"
3080 SC
2 0
4 0 SH
4 0
2 0 FX
4 0
2 0 FX

ALISO VIEJO, CA THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 PLAN 1 | Unit Floor Plans
Third Level Second Level First Level
1,320 SF
3 Bedroom | 3 Bath
2-Car Tandem Garage
2174
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
16070 SEC. GAR. DOOR
HYBRID
W/H
4050 SL
ENTRY
2 - CAR GARAGE
20'-0" x 20'-0"
2868 SC
3080 SC
CTS.

DEN
10'-0" x 10'-6"
2468
T R G
UP
16R
LAU.
2468
2868
UP
17R
DN
16R
PDR.
6050 SL
3080 SC
4046 SL
DECK
13'-0" x 5'-6"
2468
PANTRY

GREAT ROOM
13'-0" x 16'-8"

KITCHEN
2040 SH
2030 FX
5050 SL
DN
17R
5068 BI-PASS 5068 BI-PASS
3068
5050 SL 5050 SL
2668
2468
2468
BDRM 3
10'-0" x 10'-0"
3068
BDRM 2
10'-0" x 10'-0"

PRIMARY BDRM
13'-0" x 12'-0"

PRIMARY
BATH
BATH 2
W.I.C.
2668
2040 SH
16070 SEC. GAR. DOOR
HYBRID
W/H
4050 SL
ENTRY
2 - CAR GARAGE
20'-0" x 20'-0"
2868 SC
3080 SC
CTS.

DEN
10'-0" x 10'-6"
2468
T R G
UP
16R
LAU.
2468
2868
UP
17R
DN
16R
PDR.
6050 SL
3080 SC
4046 SL
DECK
13'-0" x 5'-6"
2468
PANTRY

GREAT ROOM
13'-0" x 16'-8"

KITCHEN
2040 SH
2030 FX
5050 SL
DN
17R
5068 BI-PASS 5068 BI-PASS
3068
5050 SL 5050 SL
2668
2468
2468
BDRM 3
10'-0" x 10'-0"
3068
BDRM 2
10'-0" x 10'-0"

PRIMARY BDRM
13'-0" x 12'-0"

PRIMARY
BATH
BATH 2
W.I.C.
2668
2040 SH
16070 SEC. GAR. DOOR
HYBRID
W/H
4050 SL
ENTRY
2 - CAR GARAGE
20'-0" x 20'-0"
2868 SC
3080 SC
CTS.

DEN
10'-0" x 10'-6"
2468
T R G
UP
16R
LAU.
2468
2868
UP
17R
DN
16R
PDR.
6050 SL
3080 SC
4046 SL
DECK
13'-0" x 5'-6"
2468
PANTRY

GREAT ROOM
13'-0" x 16'-8"

KITCHEN
2040 SH
2030 FX
5050 SL
DN
17R
5068 BI-PASS 5068 BI-PASS
3068
5050 SL 5050 SL
2668
2468
2468
BDRM 3
10'-0" x 10'-0"
3068
BDRM 2
10'-0" x 10'-0"

PRIMARY BDRM
13'-0" x 12'-0"

PRIMARY
BATH
BATH 2
W.I.C.
2668
2040 SH
A.14 PRESIDIO 0 2 4 8

ALISO VIEJO, CA THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 PLAN 2 | Unit Floor Plans
Third Level Second Level First Level
1,538 SF
3 Bedroom | 2.5 Bath | Den
2-Car Garage
AC
2175
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
16070 SEC. GAR. DOOR
ENTRY
2868 SC
4050 SL
3080 SC
BATH 3
21068
21068
2 - CAR GARAGE
20'-0" x 20'-0"
BDRM 4
9'-2" x 10'-0"
UP
16R
R T
G
5 0
6 8 BI-PASS
LAU.
2468
2868
2040 SH
UP17R
DN
16R
PDR.
5050 SL
DECK
13'-0" x 6'-0"

GREAT ROOM
13'-0" x 19'-3"

KITCHEN
2468
PANTRY
80 80 TEMP. GL. SLIDER
2030 FX
DN17R
5068 BI-PASS 5068 BI-PASS
3068
5050 SL 5050 SL
2668
2468
2468
BDRM 3
10'-0" x 10'-0"
3068
BDRM 2
10'-0" x 10'-0"

PRIMARY BDRM
13'-0" x 13'-0"

PRIMARY
BATH
BATH 2
W.I.C.
2668
5050 SL
2040 SH
16070 SEC. GAR. DOOR
ENTRY
2868 SC
4050 SL
3080 SC
BATH 3
21068
21068
2 - CAR GARAGE
20'-0" x 20'-0"
BDRM 4
9'-2" x 10'-0"
UP
16R
R T
G
5 0
6 8 BI-PASS
LAU.
2468
2868
2040 SH
UP17R
DN
16R
PDR.
5050 SL
DECK
13'-0" x 6'-0"

GREAT ROOM
13'-0" x 19'-3"

KITCHEN
2468
PANTRY
80 80 TEMP. GL. SLIDER
2030 FX
DN17R
5068 BI-PASS 5068 BI-PASS
3068
5050 SL 5050 SL
2668
2468
2468
BDRM 3
10'-0" x 10'-0"
3068
BDRM 2
10'-0" x 10'-0"

PRIMARY BDRM
13'-0" x 13'-0"

GREAT ROOM
13'-0" x 19'-3"

KITCHEN
2468
PANTRY
80 80 TEMP. GL. SLIDER
2030 FX
DN17R
5068 BI-PASS 5068 BI-PASS
3068
5050 SL 5050 SL
2668
2468
2468
BDRM 3
10'-0" x 10'-0"
3068
BDRM 2
10'-0" x 10'-0"

PRIMARY BDRM
13'-0" x 13'-0"

PRIMARY
BATH
BATH 2
W.I.C.
2668
5050 SL
2040 SH
A.15 PRESIDIO 0 2 4 8

ALISO VIEJO, CA THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 PLAN 3 | Unit Floor Plans
Third Level Second Level First Level
1,580 SF
4 Bedroom | 3.5 Bath
2-Car Garage
AC
2176
ORANGE COUNTY . LOS ANGELES . BAY AREA . SACRAMENTO
16070 SEC. GAR. DOOR
UP
16R
3068 SC
4050 SL 2040 SH
3080 SC
ENTRY
2 - CAR GARAGE
20'-0" x 20'-0"
BATH 3
BDRM 4
9'-2" x 10'-4"
T
4 6
6 8 BI-PASS
2040 SH
R
G
2040 SH
LAU.
2468
2868
2040 SHDN16R UP16R
6 0
5 0 SL
2668
3 0
4 0 SH
FAMILY
15'-6" x 13'-0"
DECK
5'-0" x 15'-0"
DINING
15'-0" x 10'-0"
PDR.

PAN.

CTS.
2468
3050 SH 3050 SH 3050 SH
80 80 TEMP. GL. SLIDER
3 0
5 0 SH
5050 SL 2040 SH
DN
17R
2 0
4 0 SH
2668
2668
5 0
6 8 BI-PASS
2468
2 0
4 0 SH
2668
2468
2468
2468
5050 SL 5050 SL
6068 BI-PASS
2 0
4 0 SH
BDRM 2
10'-2" x 12'-0"
BDRM 3
10'-0" x 12'0"
BATH 2
W.I.C.

PRIMARY
BATH
LIN.

PRIMARY BDRM
13'-0" x 13'-0"
3068
306
3068
306
16070 SEC. GAR. DOOR
UP
16R
3068 SC
4050 SL 2040 SH
3080 SC
ENTRY
2 - CAR GARAGE
20'-0" x 20'-0"
BATH 3
BDRM 4
9'-2" x 10'-4"
T
4 6
6 8 BI-PASS
2040 SH
R
G
2040 SH
LAU.
2468
2868
2040 SHDN16R UP16R
6 0
5 0 SL
2668
3 0
4 0 SH
FAMILY
15'-6" x 13'-0"
DECK
5'-0" x 15'-0"
DINING
15'-0" x 10'-0"
PDR.

PAN.

PRIMARY
BATH
LIN.

PRIMARY BDRM
13'-0" x 13'-0"
BATH 3
4 6
6 8 BI-PASS
2040 SH
R
G
3068
3068
3068
3068
METERS

FLOOR PLAN LEGEND
UNIT PLAN 4: THIRD LEVEL 3 UNIT PLAN 4: SECOND LEVEL 2 UNIT PLAN 4: FIRST LEVEL 1 UNIT FLOOR PLAN NOTES (C.R.C./C.B.C.) BUILDING KEY PLANS

FLOOR AREA

FLOOR PLAN KEYNOTES
16070 SEC. GAR. DOOR
UP16R
3068 SC
4050 SL 2040 SH
3080 SC
ENTRY
2 - CAR GARAGE
20'-0" x 20'-0"
BATH 3
BDRM 4
9'-2" x 10'-4"
T
4 6
6 8 BI-PASS
2040 SH
R
G
2040 SH
LAU.
2468
2868
2040 SHDN16R UP16R
6 0
5 0 SL
2668
3 0
4 0 SH
FAMILY
15'-6" x 13'-0"
DECK
5'-0" x 15'-0"
DINING
15'-0" x 10'-0"
PDR.

PAN.

CTS.
2468
3050 SH 3050 SH 3050 SH
8 0 80 TEMP. GL. SLIDER
3 0
8 0 SH
5050 SL 2040 SH
DN17R
2 0
4 0 SH
2668
2668
5 0
6 8 BI-PASS
2468
2 0
4 0 SH
2668
2468
2468
2468
5050 SL 5050 SL
6068 BI-PASS
2 0
4 0 SH
BDRM 2
10'-2" x 12'-0"
BDRM 3
10'-0" x 12'0"
BATH 2
W.I.C.

PRIMARY
BATH
LIN.

PRIMARY BDRM
13'-0" x 13'-0"
16070 SEC. GAR. DOOR
UP
16R
3068 SC
4050 SL 2040 SH
3080 SC
ENTRY
2 - CAR GARAGE
20'-0" x 20'-0"
BATH 3
BDRM 4
9'-2" x 10'-4"
T
4 6
6 8 BI-PASS
2040 SH
R
G
2040 SH
LAU.
2468
2868
2040 SHDN16R UP16R
6 0
5 0 SL
2668
3 0
4 0 SH
FAMILY
15'-6" x 13'-0"
DECK
5'-0" x 15'-0"
DINING
15'-0" x 10'-0"
PDR.

PAN.

PRIMARY
BATH
LIN.

PRIMARY BDRM
13'-0" x 13'-0"
3 3
A.16 PRESIDIO 0 2 4 8

ALISO VIEJO, CA THIRD ENTITLEMENT SUBMITTAL
© 2026 WILLIAM HEZMALHALCH ARCHITECTS, INC. DBA WHA. | 2025186 | 07-20-26 PLAN 4 | Unit Floor Plans
First Level
Alt First Level
(With Meters)
Third Level Second Level
1,827 SF
4 Bedroom | 3.5 Bath
2-Car Garage
AC
2177

BRANDYWINE HOMES

SADDLEBACK, NORWALK
LAURA LINDSEY • COLOR CONSULTANT
(949) 293-3716 EXTERIOR COLOR SCHEDULE PAGE 1 OF 10
PAINT: SHERWIN WILLIAMS .

ROOFING: EAGLE ROOF TILE
GUTTERS & DOWNSPOUTS: RGS
1 ISSUED 5/5/25
2 11/21/25 - REVISED ALL SCHEMES DUE TO CHANGE IN ARCH

STYLE/ELEV BY CITY
3 11/24/25 REVISED SCHEME 8 PER MEETING WITH EMANUEL
SCHEME # SCHEME 1
(TOWNHOUSE ONLY)

COLORS & MATERIALS
FRONT DOORS & GARAGE DOORS SW 2808

ROOKWOOD DARK BROWN

STUCCO BODY, FASCIA
& PRECAST
(PAINT MATCH)
SW 7008

ALABASTER

STUCCO TRIM, CORBALS,

ACCENT STUCCO & UTILITY DOORS
SW 9174

MOTH WING
METAL RAILING & WROUGHT IRON SW 6258

TRICORN BLACK
SHUTTERS SW 9140

BLUSTERY SKY

GUTTERS & DOWNSPOUTS MUSKET BROWN
“S” TILE ROOF
(CAPISTRANO)
3816
All color & material samples are approximate. Any photo images only represent the general characteristics and colors of the material, but may not satisfactorily represent the actual material or availability at the time.

BRANDYWINE HOMES

SADDLEBACK, NORWALK
LAURA LINDSEY • COLOR CONSULTANT
(949) 293-3716 EXTERIOR COLOR SCHEDULE PAGE 8 OF 10
PAINT: SHERWIN WILLIAMS .

ROOFING: EAGLE ROOF TILE
GUTTERS & DOWNSPOUTS: RGS
1 ISSUED 5/5/25
2 11/21/25 - REVISED ALL SCHEMES DUE TO CHANGE IN ARCH

STYLE/ELEV BY CITY
3 11/24/25 REVISED SCHEME 8 PER MEETING WITH EMANUEL
SCHEME # SCHEME 8
(SINGLE FAMILY ONLY)

COLORS & MATERIALS
GARAGE DOORS SW 2808

ROOKWOOD DARK BROWN

STUCCO BODY, FASCIA
& PRECAST
(PAINT MATCH)
SW 7008

ALABASTER
STUCCO TRIM SW 9174

MOTH WING
FRONT DOORS SW 2808

ROOKWOOD DARK BROWN
SHUTTERS SW 0032

NEEDLEPOINT NAVY
METAL RAILING & WROUGHT IRON SW 7020

BLACK FOX

GUTTERS & DOWNSPOUTS MUSKET BROWN
“S” TILE ROOF
(CAPISTRANO)
SMC 8403
All color & material samples are approximate. Any photo images only represent the general characteristics and colors of the material, but may not satisfactorily represent the actual material or availability at the time. , FASCIA
SW 7008

ALABASTER
SW 2808

ROOKWOOD DARK BROWN
SW 0032

NEEDLEPOINT NAVY
SW 7020

BLACK FOX
SMC 8403

MUSKET BROWN
A.17 PRESIDIO 0 2 4 8

ALISO VIEJO, CA PRE APP SUBMITTAL
2025186 | 04-15-26
Color and Materials
Color Scheme 1 Color Scheme 2
CM Laura Lindsey
Color Consultant
2178
Schematic Landscape Plan
Presidio, Aliso Viejo, CA
Brandywine Homes
Project No.: BH06-D
Date: June 01, 2026
2nd City Submittal

1. North community open space area with shade structure, picnic seating, BBQ, yoga lawn. See L-2 Enlargement.

2. Four community cluster mailboxes, per USPS review and approval.

3. Proposed wall, pilaster, gate or fence, per Wall & Fence Plan.

4. Proposed tree, per Planting Plan.

5. 4' wide community natural colored concrete sidewalk, with light top-cast finish and saw-cut joints.

6. Accessible parking stall and striping, per Civil plans.

7. Guest parking stall.

8. Natural colored concrete driveway, with light broom finish and tooled joints.

9. Private patio / yard area, homeowner maintained.

10. South community dog park with real lawn, bench seating, and dog bag station, See L-2 Enlargement.

11. Property line.

12. Public street R.O.W.

13. Sight line triangles.

14. Transformer to be screened with landscape, quantity and final locations to be determined.

15. Community monument at project entrance.

16. Community garden with edible planting shrubs and herbs surrounding turf area.

17. Modular wetland system, per Civil plans.

18. Above ground utility evergreen hedge, see planting plan.

19. Enhanced stamped concrete paving at project entrance.

LEGEND
60'
Scale: 1" = 30'
0 15' 30'
14 15
5 12
6 2
10 5
9 4
4 5
14 9
9 5
11 11
8 8
11 8
9 16
1 4
9 5
8 11
4 13
1 10
15 2
9 15
3 3
3 13
7 7
10 18
17 19
19 12
18 2179
Schematic Open Space Enlargements
Presidio, Aliso Viejo, CA
Brandywine Homes
Project No.: BH06-D
Date: June 01, 2026
2nd City Submittal
Community dog park with real lawn.

Proposed wall, pilaster, gate or fence, per Wall & Fence Plan.

Four community cluster mailboxes, per USPS review and approval.

Dog bag station.
4' wide community natural colored concrete sidewalk, with light top-cast finish and saw-cut joints.

Accessible parking stall and striping, per Civil plans.

Community open space / real lawn area.

Raised community garden, with herbs and spices.

Metal shade structure.

Coal BBQ grill, with coal ash disposal bin.

Picnic seating tables.

12. Metal trash receptacle.

11. 10.

5. 9.

8. 7.

6. 4.

3. 2.

1. LEGEND
1 9
7 4
2 3 4 5
6 7
8 9
10 11
12 Scale: 1/8" = 1'-0"
Plan View - South Dog Park
Scale: 1/8" = 1'-0"
Plan View - North Community O.S.
1 8
10 2180
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Limit of Work
Limit of Work
Limit of Work
Limit of Work
ADA
ADA
ADA
ADA
ADA
ADA

WALL, FENCE & GATE LEGEND
5'-9" High stucco over CMU wall, with 2" high precision CMU cap (tan color). 3'-0" High stucco over CMU patio wall, with flat stucco cap (Alabaster color). 4'-0" High tubular steel fence (black color).
6'-0" High stucco (Alabaster color) over (16" sq.) precision block pilaster, with 20" sq. (4" H.) CMU cap. 3'-0" High vinyl private yard gate (white color).
4'-0" High Tubular steel gate (Black color).
7'-6" High stucco (Alabaster color) over (30" sq.) Monument pilaster feature, with peaked cap.

ADA Path of Travel.

PRESIDIO
Schematic Wall & Fence Plan
Presidio, Aliso Viejo, CA
Brandywine Homes
Project No.: BH06-D
Date: June 01, 2026
2nd City Submittal
60'
Scale: 1" = 30'
0 15' 30'
2 3
7 1
1 3
5 2
4 5
6 7
4 6
6' Max.
6"
2'-6"
1'-8"
Schematic Monument / Signage Features:

To be installed per AVMC 15.34 standards.

Sign / lettering are will not be more than 40 sq. ft
with 6' maximum height.

Final design to be provided in future construction
document phase for city review / approval.
7 2181
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ADA
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U
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U U U U
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U U U U U
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Olea europaea 'Wilsonii' (Wilson Fruitless Olive)
Type/Form
Lophostemon confertus (Brisbane Box)
Podocarpus gracillior columnar (Columnar Fern Pine)

PLANTING LEGEND
Symbol
Vertical
Specimen
Street
Columnar
Medium
Trunk
Single
Single
Single
Single
Botanical Name (Common Name)
Suggestions
Agonis flexuosa 'After Dark' (After Dark Willow)
Geijera parvilflora (Australian Willow)
Buffer / Screen
Single
Evergreen Arbutus unedo 'Marina' (Marina Strawberry Tree) Single Flowering
Size
36" Box
24" Box
15 Gal.
15 Gal.
15 Gal.
15 Gal.

TREES
Focal Magnolia grandiflora 'Little Gem (Southern Magnolia) Single 24" Box Canopy Platanus acerifolia 'Columbia' (London Plane Tree) Single 24" Box Deciduous
Low
Low
Mod.

Low
(R3)
WUCOLS
Qty.
2 8
15 4
Low 4
Mod. 28
Mod. 2
Mod. 4
Utility Hedge
Westringia fruticosa 'Wynabbie Gem' Single
SHRUBS
15 Gal. Low
(Coast Rosemary)
U
Vines Macfadyena unguis-cati (Cat's Claw Creeper) -

VINES & ESPALIERS
15 Gal. Low 2
Evergreen 230
TOTAL TREES = 66
Schematic Planting Plan
Presidio, Aliso Viejo, CA
Brandywine Homes
Project No.: BH06-D
Date: June 01, 2026
2nd City Submittal
NOTES:

1. Irrigation (including spray and/or drip) will be provided, in the Construction Document phase, and to be installed per local California water regulations (AB1881) .

2. Transformers, back-flow preventers & other above-ground utilities to be screened with landscape as permitted per local codes & regulations.

3. Landscape lighting (landscape up-lights, path lights/bollards, etc.) to be coordinated with Electrical Engineer in future phase.

4. The plant palette listed provides a list of plant material to select from when preparing final landscape construction documents for this project. However, substitutions may be required due to availability, soils tests, or other conditions.

5. All trees within 5' of hardscape to be installed with deep root barriers. 60'
Scale: 1" = 30'
0 15' 30'

VINES & ESPALIERS
Bougainvillea 'Monka' Bougainvillea
Macfadyena unguis-cati Cat's Claw Vine
(Oo-La-La® Bougainvillea)
Antigonon leptopus Coral Vine
Low
Low
Low
Rhaphiolepis indica 'Clara"
SHRUBS and GROUND COVER
Agave sp.

Aloe sp.

Bougainvillea sp.

Carissa m. 'Green Carpet'
Lavandula stoechas 'Larkman Hazel'
Rosmarinus o. 'Huntington Carpet'
Chamaerops humilis
Xylosma congestum 'Compact'
Carex divulsa
Stipa (Nassella) pulchra
Muhlenbergia rigens
Kalanchoe thyrsiflora
Delosperma cooperi
Callistemon citrinus 'Little John'
Dasylirion longissimum
Westringia sp.

Dianella revoluta 'Little Rev'
Yucca gloriosa
WUCOLS (R3)
India Hawthorn
Agave
Aloe
Bougainvillea
Dwarf Natal Plum
Hazel™ Spanish Lavender
Groundcover Rosemary
Mediterranean Fan Palm
Compact Xylosma
Berkeley Sedges
Purple Needlegrass
Deer Grass
Flapjack Paddle Plant
Trailing Ice Plant
Dwarf Bottlebrush
Mexican Grass Tree
Westringia
Little Rev™ Flax Lily
Spanish Dagger
Low
Low
Low
Low
Low
Low
Very Low
Low
Low
Low
Very Low
Low
Low
Low
Low
Low
Low
Low
Low
Hesperaloe parviflora Red / Yellow Yucca Very Low
SHRUBS and GROUND COVER WUCOLS (R3)
Sight-line
Clearance Triangle,
planting will be kept
to 30" max. ht.
2182
Schematic Planting Images
Presidio, Aliso Viejo, CA
Brandywine Homes
Project No.: BH06-D
Date: June 01, 2026
2nd City Submittal
Olea europaea 'Wilsonii'
Wilson Fruitless Olive
Magnolia grandliflora 'Little Gem'
Southern Magnolia
Platanus acerifolia 'Columbia'
London Plane Tree
Arbutus unedo 'Marina'
Marina Strawberry Tree
Lophostemon confertus
Brisbane Box
Podocarpus gracillior
Fern Pine
Geijera parvilflora
Australian Willow
Agonis flexuosa 'After Dark'
After Dark Willow
Bougainvillea
Bougainvillea sp.

Callistemon citrinus 'Little John'
Dwarf Bottlebrush
Carex divulsa
Berkeley Sedges
Carissa m. 'Green Carpet'
Dwarf Natal Plum
Chamaerops humilis
Mediterranean Fan Palm
Dasylirion longissimum
Mexican Grass Tree
Dianella revoluta 'Little Rev'
Little Rev Flax Lily
Hesperaloe parviflora
Red/Yellow Yucca
Kalanchoe thyrsiflora
Flapjack Paddle Plant
Lavandula stoechas 'Larkman Hazel'
Hazel Spanish Lavender
Muhlenbergia rigens
Deer Grass
Rhaphiolepis indica 'Clara'
India Hawthorn
Rosmarinus o. 'Huntington Carpet'
Groundcover Rosemary
Westringia sp.

Westringia
Xylosma congestum 'Compact'
Compact Xylosma
Yucca gloriosa
Spanish Dagger
2183
5 4
3 2
1 7 6 9 8 11 10
12 13 14 15 16 17
18 20 19 22 21 23
24 25
26 27
28 29 30
31 32
33 34
35 36
37 38
39 40
41 42
43 44
45 46
47 48
49 50
51 52
53 54 55 56 57 58

CABLETV
U
U
U
U
U
VAULT
VAULT
VAULT
VAULT
S
M
M
ADA
ADA
ADA
ADA
ADA
ADA
Limit of Work
Limit of Work
Limit
of
Wo
rk
L
mi it
of
Wo
rk

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 0.0 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 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 0.0 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 0.1 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 0.1 0.4 0.6 0.3 0.1 0.2 0.2 0.1 0.4 0.5 0.3 0.1 0.1 0.3 0.5 0.4 0.3 0.6 0.4 0.2 0.3 0.2 0.1 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.1 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 0.1 0.4 1.1 0.8 0.9 0.4

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.9

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2 1.0

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.3

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.1 0.3

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.2 0.3

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.2 0.4

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.2 0.6

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.5

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.3

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.5

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.4

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.5

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.7

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.5

0.0 0.0 0.1

0.8 1.6

2.6 3.8

3.8 2.5

3.1 2.4

3.0 2.1

1.9 3.5

3.6 4.4

1.9 1.2

1.9 3.8

1.8 2.6

1.3 3.2

4.3 2.2

1.2 1.0

2.3 4.0

2.4 1.2

3.2 6.3

7.3 5.2

5.4 4.5

5.0 4.0

4.9 6.4

5.4 3.4

1.5 1.4

2.6 4.8

5.6 3.1

1.0 3.0

2.8 3.0 4.7 3.6 4.4

2.9 4.0 5.9

4.0 0.8

2.0 4.4

1.9 0.7

0.5 0.7

1.3 1.7

1.5 1.2

1.1 1.1

1.5 1.9

1.6 1.2

1.6 1.7

2.5 3.5

1.2 0.8

1.2 3.4

3.9 1.8

1.7 4.0

2.0 1.0

1.3 2.2

2.6 0.9

2.9 7.0

8.1 6.1

5.9 5.4

5.4 4.8

3.5 5.7

6.5 1.1

2.9 5.3

7.5 6.3

5.4 3.5

5.0 4.3

3.6 3.3

3.9 4.1

1.1 2.2 4.3

1.3 1.2 2.4 4.5

1.6 1.2 2.0 3.7

1.0 1.5 2.9

1.5 1.4 3.2
1 2.8 1.7 2.6
.7 2.2 1.4 3.2 1.8

1.1 1.0 1.1 2.6 2.3 1.0 1.7 2.4 2.1

2.3 3.8 3.5 3.5 3.2 3.1 3.4 3.2 3.4 3.0 3.4 2.8 3.4 2.8 3.3 1.7 1.1 3.0 2.3 1.1 2.5 3.5

2.3 3.4 3.6 3.4 2.9 2.9 2.9 2.8 3.0 2.8 3.0 2.8 3.0 2.8 2.9 1.8 1.2 2.3 1.8 2.5 3.7

1.4 2.0 1.0 2.9 2.1 2.4 2.3 2.5 1.8

1.6 2.0 1.4 1.7 1.1 3.6 2.7 2.9 2.8 3.1 3.1

4.1 2.2 1.6 1.3 1.9 2.9 3.7 3.5 2.6 2.2 2.3 2.9

2.9 3.0 2.6 3.1 3.4 3.7 3.4 2.6 1.5 2.0 2.6

1.6 2.5 2.7 4.5 4.6 3.4 3.0 2.7 2.4 3.2

1.3 2.0 1.9

2.3 3.0 4.6

1. 3.8 3.2 4.5
6 2.9 2.4 2.2 1.5

1.6 3.1 2.2 1.5 1.8

1.7 3.3 3.5 3.2 2.5 2.2 2.2 2.1 2.1 2.2 2.5 2.4 2.8 3.3 3.9 3.2 2.0 1.5 1.9 2.2 2.4 2.9 3.0 3.4 3.2 3.3 3.2 3.3 3.0 1.4

1.0 1.7 2.6 2.8 1.5 1.0 1.5 1.5 1.2 1.7 2.0 1.4 1.1 1.7 2.8 2.9 1.9 1.7 1.6 1.5 1.6 2.4 2.1 1.5 1.5 1.8 1.8 1.6 1.8 1.0

2.5 2.9 3.6 2.4 4.0 2.9 1.4

3.0 3.0 3.3 2.8

2.9 3.3 3.5 2.7

3.0 3.4 3.6 2.8

2.9 3.3 3.3 2.8

2.8 3.6 3.7 2.8

2.7 3.0 3.0 2.7

4.3 2.7 3.8 4.0 2.8

3.1 2.8 2.9 3.2 2.9

4.3 2.6 3.9 3.9 2.6

2.6 2.6 2.7 2.8 2.5

4.3 2.5 4.0 3.7 2.6

3.0 2.7 2.9 3.0 3.1

4.2 2.5 4.1 4.3 3.2

2.8 1.0 1.7 1.5 1.8 1.0 2.8 1.4 2.6 2.5 2.7 2.0

1.2 1.0 1.5 1.7 1.2 1.2

2.9 1.0

3.5 1.2

4.3 1.2

3.3 1.0

3.5 1.0

3.2 1.1

3.8 1.1

3.2 1.1

3.7 1.1

3.3 1.1

4.1 1.3

4.1 1.5

4.0 1.5

1.6 2.9 2.5 1.4

1.0 1.3 1.8 1.3
C
C

A A A A A A A

A A A A A A A A A A A A A
A
A
A
A
A
A
A A
A
A
A
A
A
A
A
A
A
A
A
A
A A
A
A
A
A
A
A A
A
A
A
A
A
A
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B
B B
B B B
B
B
B

B B B B B
B
B
B B

B B B B
B
B

B B B B B B
B
B
B
B
B
B
B
A
A
A
A
A
A
D
D
D D
C
C
C
D
E
E
E
E
BENCHMARK: CITY OF ALISO VIEJO
BENCHMARK No.: XXXXXX

XXXXXXXXXXXXXXXXXXXX
LOCATION:

XXXXXXXXXXXXXXXX
DESCRIPTION:

REV. DESCRIPTION DATE BY ELEVATION = XXXXXX
DRAWN BY:

CHECKED BY:

SUBMITTED BY:

H. LOVE
H. LOVE
J. LOVE
DATE RCE No. E-20881

CITY OF ALISO VIEJO
SHEET
OF
PLANS PREPARED BY:
1255 W. COLTON AVE STE 619
REDLANDS, CA 92374
[email protected]
424.666.9071 PHOTOMETRIC PLAN

BRANDYWINE HOMES
15 ARGONAUT
1" = 30'
30' 15' 0' 30' 60'
SCALE:

SITE PHOTOMETRY
SCALE: 1" = 30'

CALCULATION SURFACE PARAMETER MIN

OPEN SPACE PERPENDICULAR
ILLUMINANCE 0.0 FC

PHOTOMETRIC RESULTS
LLF= 0.9 PER INDUSTRY STANDARD
LEGEND

QTY MANUFACTURER FIXTURE LUMENS CONNECTED LOAD MOUNTING HEIGHT 77 LUMINAIRE SCHEDULE
POLE
P560015-031 1200 7' PROGRESS
LIGHTING 100W N/A
TYPE
B
A 68
1 1
P560014-031 1200 7' PROGRESS
LIGHTING 100W N/A
C 5 4118 16' NLS
LIGHTING 71W NLS ROUND
HOUSE LIGHT A/B 1200 LUMENS, 100W, N.T.S.

POLE LIGHT C 4118 LUMENS_71W_TYPE 3_16' POLE, N.T.S.

POLE LIGHT D 2052 LUMENS_36W_TYPE 4_16' POLE, N.T.S.

MAX

1.1 FC

AVERAGE

0.03 FC

VEHICULAR DRIVE
/ PARKING

PERPENDICULAR
ILLUMINANCE 1.0 FC 4.6 FC 2.54 FC

PEDESTRIAN WALKWAYS PERPENDICULAR
ILLUMINANCE 0.6 FC 8.1 FC 6.39 FC
D 5 16' CLA-M-T4-16L-7-35K8-UNVBLK-PC-HSS 2052 NLS
LIGHTING 36W NLS ROUND
CLA-1-T3-32L-7-35K8-UNV-BLKPC-HSS
A/B
C/D
E 4 12' NV-W-T4FTW-16L-53-35K8-
WM-UNV-WHT-PC 3003 NLSLIGHTING 28W N/A
WALL PACK E 3003 LUMENS, 28W, N.T.S.

E
2184

DSSDWRWOHE SDFWSMUEGAS FWDWSSRWSD COMM S S S S DW DW DW DW

DW DW DW M M DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS

SS SS SS DW DW
SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS DW DW DW DW DW DW DW DW L=79.45', R=1742.00', D=2°36'48" L=96.09', R=1746.00', D=3°09'12" L=122.14', R=1750.00', D=3°59'56" L=101.60', R=70.00', D=83°09'25" 101+00
102+00
103+00
104+00
105+00 110+00 111+00 112+00 113+00 114+00 115+00 L=698.09', R=1801.09', D=22°12'27" 5+00 6+00
PM 85-158 218/27-30 12 11 13
2185

DSSDWRWOHE SDFWSMUEGAS COMM S S S S DW DW DW

SS SS SS DW DW DW DW DW DW
SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS DW DW DW DW DW DW DW DW DW DW DW DW DW SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SSFW FW FW FW FW FW FW FW FW FW FW FW FW FW FW FW FW FW FW FW FW FW FW FW FW FW L=79.45', R=1742.00', D=2°36'48" L=96.09', R=1746.00', D=3°09'12" L=122.14', R=1750.00', D=3°59'56" L=101.60', R=70.00', D=83°09'25" 101+00
102+00
103+00
104+00
105+00 110+00 111+00 112+00 113+00 114+00 115+00 L=698.09', R=1801.09', D=22°12'27" 5+00 6+00
2186

DSSDWRWOHE SDFW
S

MUEGAS FWDWSSRWSD COMM
S
S
S

S DW DW DW DW

DW DW DW
M
M
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW

DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS

SS SS SS SS

SS SS SS
DW
DW

SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS

DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW SS SS SS SS SS SS SS SS SS SS SS SS DW DW DW DW DW DW DW DW DW DW
DW
DW
DW
DW
DW
DW
DW
DW
DW

DW DW DW DW DW DW DW DW DW DW

SS SS SS SS SS SS SS SS SS

SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS

DW DW DW DW DW DW DW DW DW DW

SS SS SS SS SS SS SS SS SS SS

DW DW DW DW DW DW DW DW DW SS

DWSS SS SS SS SS SS SS SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
DW
DW
DW
DW
DW
DW
DW
SS
SS

SS SS SS

SS SS SS SS
SS
SS
DW

DW DW DW DW DW
DW
DW
SS

DW DW DW
SD
SD

SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD

SD SD SD SD SD SD
SD
SD
SD
SD

SD SD SD SD

SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD SD
SD
DW
DW
DW
DW
DW
DW
DW
DW
SD
SD SD

SD SD SD SD SD SD SD SD SD SD

SD SD SD

SD DW SD

SD SD SD
SD
SD
SD
SD
SD 110+00 111+00 112+00
113+00
114+00
115+00
101+00
102+00
103+00
104+00
105+00
L
=
6 9

8.0 9', R
=18

01.0 9', D
=
2 2°12'2
7"
L
=
7 9.4
5', R
=17
4 2.0
0', D
=
2°3
6'4
8" L
=
9 6.0
9', R
=17
4 6.0
0', D
=
3°0
9'12" L
=12

2.14', R
=17
5 0.0
0', D
=
3°5
9'5
6"
L=101.60', R=70.00', D=83°09'25" 5+00
6+00
A
5 A
5 A
5 A
5 B
5 B
5 A
5 A
5 C
5 C
5 D
5 D
5 E
5 E
5 F
5 F
5 G
5 G
5 2187

RESIDENCE RESIDENCE RESIDENCE RESIDENCE RESIDENCE RESIDENCE RESIDENCE RESIDENCE ARGONAUT 2188

DSSDWRWOHE SDFWSMUEGAS FWDWSSRWSD COMM S S S S DW DW DW DW

SS SS SS DW DW

SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS

DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW

DW DW DW DW DW DW DW DW DW DW

DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW

DW DW DW DW DW DW DW DW DW DW DW SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS DW

21.00' 120.00'

21.00' 30.00' R=20.0 ' R=20.00' 20.00'

20.00' R=20.0 ' R=20.0 '

30.00' 21.00'
120.00' 21.00'

30.00' R=49.00' R=75.00' 110+00 111+00 112+00 113+00 114+00 115+00 101+00
102+00
103+00
104+00
105+00 L=79.45', R=1742.00', D=2°36'48" L=96.09', R=1746.00', D=3°09'12" L=122.14', R=1750.00', D=3°59'56" L=101.60', R=70.00', D=83°09'25" L=79.45', R=1742.00', D=2°36'48" L=96.09', R=1746.00', D=3°09'12" L=122.14', R=1750.00', D=3°59'56" L=101.60', R=70.00', D=83°09'25" L=698.09', R=1801.09', D=22°12'27" 5+00 6+00
2189

S S S S M M
101+00
102+00
103+00
104+00
105+00
100+50
101+50
102+50
103+50
104+50
105+50 110+00 111+00 112+00 113+00 114+00 115+00 L=79.45', R=1742.00', D=2°36'48" L=96.09', R=1746.00', D=3°09'12" L=122.14', R=1750.00', D=3°59'56" L=101.60', R=70.00', D=83°09'25" L=698.09', R=1801.09', D=22°12'27" 5+00 6+00 EARTHWORK CALCULATION FOR TRACT NO. 84609 SHEET 1 OF 1 2190

DSSDWRWOHE SDFW
S

MUEGAS FWDWSSRWSD COMM
S
S
S

S DW DW DW DW

DW DW DW
M
M
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW
DW

DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW DW SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS
SS

SS SS SS SS

SS SS SS
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2191
30251 GOLDEN LANTERN,
SUITE E, PMB 251
LAGUNA NIGUEL, CA 92677
(866) 338-5778 PHONE
First Unit Width
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Trailer Track
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:
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Steering Angle
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70.0 Beverly Hills 107' Ladder Tiller Pierce Arrow XT
feet
2192
30251 GOLDEN LANTERN,
SUITE E, PMB 251
LAGUNA NIGUEL, CA 92677
(866) 338-5778 PHONE

11.53 12.71

33.63 Track
Width :
:

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:
feet
Dennis Eagle OL 27W 2013

22.7 6.0

8.20 8.30
2 2193
30251 GOLDEN LANTERN,
SUITE E, PMB 251
LAGUNA NIGUEL, CA 92677
(866) 338-5778 PHONE

2.98 8.78

14.72 Track
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ORDINANCE NO. 2026-___

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ALISO

VIEJO, CALIFORNIA, APPROVING A DEVELOPMENT AGREEMENT

BETWEEN THE CITY AND BRANDYWINE HOMES FOR THE
DEVELOPMENT OF PRESIDIO AT PACIFIC PARK, A 58-UNIT
RESIDENTIAL TOWNHOME COMMUNITY LOCATED AT 15
ARGONAUT (APN: 623-093-10 & 623-093-11).

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. and Aliso Viejo Municipal Code (“AVMC”) section 15.82.010, the City is authorized to enter into development agreements providing for the development of land under terms and conditions set forth therein;
WHEREAS, on April 15, 2026, Brandywine Homes (“Applicant”) submitted applications for a general plan amendment, zone change, vesting tentative tract map, site development permit, and a development agreement application to demolish an existing office building and construct the construction of a multi-family residential community at 15 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; and (ii) the Project will provide public benefits, including 58 for-sale homes, three units restricted to very low-income households, pedestrian walkways, landscaped open spaces, and recreational amenities;
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 2195

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subject of subsequent development applications and land use entitlements for the Project as well as the Development Agreement;
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, 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 March 4, 2026, the City Council held a duly noticed public review to receive and provide initial feedback on concept plans for the Project; WHEREAS, on September 15, 2026, the City gave public notice of the City Council public hearing for consideration of Mitigated Negative Declaration CEQA-2026-01004, General Plan Amendment GPA-2026-01002, Zone Change ZC-2026-00001, Vesting Tentative Tract Map 19489, Site Development Permit SDP-2026-01001 and Development Agreement DA-2026-01002 for the Project by publishing in a newspaper of general circulation; by posting notices at City Hall and the Project site; and by mailing notices to owners of property within 300 feet, to the project applicant, and to local agencies that provide water, sewage, electricity and schools;
WHEREAS, on October 7, 2026, the City Council held a duly noticed public hearing, discussed the parameters of the public benefit contributions of the Development Agreement;
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. __________, adopting a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Project and determining that the Project, with implementation of the identified mitigation measures, will not have a significant effect on the environment.

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. The Project is consistent with the policies and regulations of the proposed Medium-Density Residential zoning district. The DA 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 the existing and recently approved multi-family 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.

A. 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 (COS), Housing (H), and Land Use element (LU) listed below 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 long-term 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. There is no applicable Specific Plan for the Project site.
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 Policy COS-1.2 Reduce the amount of water used for landscaping and increase use of native and low water plants. Maximize use of native, lowwater plants for landscaping of areas adjacent to sidewalks or other impermeable surfaces.
 Policy COS-4.2 Encourage and maintain high-quality architectural and landscaping designs that enhance or complement the community’s visual character.
 Policy COS-7.5 Ensure that new development provides park land and/or improvements at a fair share ratio, pursuant to the City’s Parkland Ordinance.
 Goal H-1: Encourage a diversity of housing types and provide affordability levels within Aliso Viejo to meet the needs of community residents.  Policy H-1.1 Identify sites appropriate for the development of a variety of housing types and price ranges to meet the needs of all socioeconomic segments of the community through the disbursement of affordable units in projects.
 Policy H-1.2 Encourage through the use of density bonuses and rezoning to allow for residential development, development of affordable housing opportunities throughout the community, as well as development of housing for elderly and low- and moderate-income households near public transportation services.
 Policy H-1.4 Ensure that a portion of future residential development is affordable to low- and very-low-income households by designating certain sites as having the potential to be used for residential uses.  Policy H-3.8 Review existing zoning policies and explore zoning changes to facilitate the development of affordable housing.
 Policy LU-12.2 As a condition upon new development, require payment of park fees and/or dedication and provision of parkland, recreation facilities and/or multi-use trails that improve the public and private recreation system.

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 the General Plan Amendment GPA-2026-01002, Zone Change ZC-2026-01001, Vesting Tentative Tract Map 19489 and Site Development Permit SDP-2026-01001 and approvals under State Density Bonus Law for the Project 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 2198

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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 as may be necessary to effect the execution, recordation, and enforcement of this Ordinance and the Development Agreement.

PASSED, APPROVED AND ADOPTED this 21st day of October, 2026. __________________________
Max Duncan
Mayor
APPROVED AS TO FORM: ATTEST:

___________________________ ___________________________ Scott C. Smith, City Attorney Maria Kendig, City Clerk
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.

CITY OF ALISO VIEJO )
I, Maria Kendig, City Clerk of the City of Aliso Viejo, California, DO HEREBY CERTIFY that the foregoing is the original of Ordinance No. 2026-__ duly passed and adopted by the City Council of the City of Aliso Viejo at its regular meeting held on October 21, 2026, by the following roll call vote, to wit:

AYES:

NOES:

ABSENT:
___________________________

MARIA KENDIG, CITY CLERK

(SEAL)
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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 October 21, 2026, and that the Summary of the Ordinance was published on ______ and ______ in the Laguna Niguel News.
___________________________

MARIA KENDIG, CITY CLERK
(SEAL)
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Exhibit “A”
Development Agreement
2202
60367.00001\45389844.2
113759\19836846v3

RECORDED AT REQUEST OF
AND WHEN RECORDED RETURN TO:

City of Aliso Viejo
12 Journey, Suite 100
Aliso Viejo, CA 92656-5335
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
[BRANDYWINE ACQUISITION GROUP, LLC.
2203
60367.00001\45389844.2
113759\19836846v3
2 THIS DEVELOPMENT AGREEMENT (“Agreement”) is entered into by and between THE CITY OF ALISO VIEJO, a California municipal corporation (“City”), and BRANDYWINE ACQUISITION GROUP, LLC. (“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 4.4 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 of 58 for-sale residential Units, including 55 for sale market-rate units and three (3) affordable for-sale units, as further described herein.

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. 2204
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3 G. The provision by Owner of the Public Benefits allows the City to realize significant economic, recreational, park, open space, educational, social, and public 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.

2.1 On October 7, 2026, 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.
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4 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 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 second reading of the ordinance adopting this Agreement. That date is October 21, 2026.

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, 2206
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5 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;
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 and/or the Zone Change.

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 number 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 2207
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6 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.

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 October 7, 2026, 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 2208
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7 (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 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 Brandywine Acquisition Group, LLC., 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 “Project” means the development of the Property as set forth in the Development Plan.

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

5.30 “Public Benefits” refers to those benefits provided to the City and the community by Owner pursuant to Section 9 and Exhibit “C” below. 2209
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8 5.31 “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.

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

5.33 “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.

5.34 “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

5.35 “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.

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

5.37 “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.

5.38 “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 2210
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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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10 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; or

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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11 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 2213
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12 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
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13 Attn: City Manager
With a copy to:

Scott C. Smith
18101 Von Karman Avenue
Suite 1000
Irvine, CA 92612
If to Owner, to:

Brandywine Acquisition Group, LLC.
2355 Main Street, Suite 220
Irvine, CA 92614
With a copy to:

Cox, Castle & Nicholson LLP
2029 Century Park East, Suite 2100
Los Angeles, CA 90067
Attn: Andrew K. Fogg, Esq.

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 58 for-sale residential Units, including fifty five (55) for-sale market-rate units and three (3) affordable for-sale units, all in accordance with the Development Plan, (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. 2215
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14 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. Under no circumstances may the City reduce the number of units permitted under the Development Plan in conjunction with the First Tentative Map Approval without consent of Owner.

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 2216
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15 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

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 2217
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16 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 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. 2218
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17 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. Nothing in this section limits Owner’s right to seek incentives, concessions, and/or waivers under the state Density Bonus Law, as applicable, all of which are expressly reserved.

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 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 2219
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18 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 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 2220
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19 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 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.
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20 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 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 rate Units in the Project.

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 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.
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21 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, agents, and independent contractors, harmless from any third-party claim, action or proceeding against City, its officials, officers, employees agents, or contractors 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. Owner reserves the right to withdraw its Project application or request that City repeal or rescind Project approvals.

If Owner requests such application withdrawal or Project repeal or rescission, Owner shall also pay all 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 and fees until such litigation has been resolved by a Court (i.e., obtaining a dismissal of the City from the case). For the avoidance of doubt, any damages or judgment shall also solely be paid for by Owner. 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.

11.3 Indemnity. In addition to the provisions of Section 11.2, Owner shall indemnify and hold City, its officials, officers, agents, employees and independent contractors free and harmless from liability whatsoever 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 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, its officers, agents, employees, subcontractors, and independent contractors, in connection with the development of the Project, this Agreement, or the Development 2223
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22 Approvals. For the avoidance of doubt, any damages or judgments shall also solely be paid for by Owner.

11.4 Environmental Contamination. Owner shall indemnify and hold City, its officers, agents, employees, and contractors 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. 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 either (a) reasonably approve the attorney(s) that Owner selects, hires, or otherwise engages to defend City, which approval shall not be unreasonably withheld or delayed, or (b) conduct its own defense, provided, however, that if City elects to conduct its own defense, Owner shall reimburse City for any and all reasonable expenses incurred for such defense, including attorneys’ fees, upon billing and accounting therefore. To the extent that Owner does not timely pay its full share of attorneys’ fees and court costs, in addition to any other remedy, the City reserves the right to reduce or abandon its defense of any litigation. To the extent that Owner has failed to timely pay its full share of attorneys’ fees and court costs under this section, Owner shall be deemed to have waived any right to participate in the selection of counsel and/or be involved in establishing and implementing litigation strategy, and Owner’s rights under this Agreement shall be suspended until Owner has fully reimbursed the City to make up a funding shortfall created by Owner’s failure to timely pay. Owner shall have the right to audit all billings for such fees and expenses. City shall not have the right to approve counsel selected by Owner to represent Owner’s interests in any litigation. In any joint defense between the City and Owner of matters arising under this Agreement, City shall cooperate fully with Owner’s counsel.

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 2224
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23 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 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 5.21 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 2225
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24 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 “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 for 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 2226
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25 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 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 2227
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26 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
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.
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27 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.

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 2229
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28 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, 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 2230
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29 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 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.
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30 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.

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. 2232
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31 Owner and City have executed this Agreement on the dates set forth below.

CITY
City of Aliso Viejo
By:___________________________
Max Duncan
Mayor
Date:

OWNER
Brandywine Acquisition Group, 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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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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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”

LEGAL DESCRIPTION
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EXHIBIT “B”

GENERAL PLAN AMENDMENT
GPA-2026-01002
Property Location – 15 Argonaut, Aliso Viejo, CA
Existing Land Use Designation – Business Park (“BP”)
Proposed Land Use Designation – Medium Density Residential (RM) 2237
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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, certain "Public Benefits." Owner shall make contributions to the City, as follows:

1. City Public Benefit Fee. Owner shall pay a one-time City Public Benefit Fee in the amount of Two Million Fifty-Seven Thousand, Six Hundred Fifty-One Dollars and No Cents ($2,057,651.00). This fee is inclusive of any and all park in-lieu fee required under the Quimby Act and/or Aliso Viejo Municipal Code Chapter 14.16. 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 Public Benefit Fees, and the use and timing of such use of City Public Benefit Fees shall be entirely within the City’s sole and absolute discretion.

2. Payment of the full City Public Benefit Fee shall be made to the City prior to the issuance of any permit for the Project. No permit shall be issued until the City has received the full payment and has confirmed compliance with all applicable fee requirements. The City shall have no obligation to issue any permit until and unless such payment is received in full, and any delay resulting from non-payment shall be solely the responsibility of the Owner.

3. To the extent that Owner not has paid to City the entirety of the Public Benefit Fee within the first three years of this Agreement, for any reason, any and all remaining portion of the City Public Benefit Fee shall be increased, annually, on the anniversary date of the Agreement starting in the fourth year of the Agreement and continuing every subsequent year of the Agreement’s term. The City Public Benefit Fee shall be increased by a percentage set by the Consumer Price Index, which is defined at the Consumer Price Index for all Urban Consumers (CPI-U), published by the Bureau of Labor Statistics of the United States Department of Labor for Los-Angeles-RiversideOrange County, All Items (1982-84=100) and utilizing the prior calendar year’s average as the annual average. If this Index is discontinued, the Parties shall use any other renamed national index covering the Aliso Viejo metropolitan areas or any other successor or substitute index appropriately adjusted. In no event shall the City Public Benefit Fee be reduced.
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EXHIBIT “D”

DENSITY BONUS HOUSING AGREEMENT
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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 __________, 20___ (“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 ______, 2026, 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 4.4 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]. 2240
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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:

Its: City Manager
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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

DENSITY BONUS HOUSING AGREEMENT

BRANDYWINE ACQUISITION GROUP, LLC
15 Argonaut, Aliso Viejo, CA
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 BRANDYWINE ACQUISITION GROUP, LLC, a California limited liability company (“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 City of Aliso Viejo, County of Orange, State of California, commonly known as 15 Argonaut, Aliso Viejo, CA (APNs 623-093-10 and 623-093-11) more particularly described in the legal description attached as Exhibit A and more particularly depicted in Exhibit B (“Property”).

B. Developer is proposing the construction of 58 units on the Property, with related amenities and improvements, as further set forth in Resolution Nos. 20XX-XX and Ordinance Nos. 20XX-XX approving the project (“Project”).

C. The Project qualifies for a density bonus under California Government Code section 65915 et seq. (“State Density Bonus Law”). Under the State Density Bonus Law, the Project will provide 3 residential units for sale to Very Low Income Households (“Affordable Units”), 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, including the attached exhibits, sets forth the terms and conditions for implementing the Project’s requirement to provide the Affordable Units in exchange for receiving the concessions, incentives and waivers, as set forth herein. 2242
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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 maximum purchase price that results in an affordable housing cost, adjusted for family size appropriate to the unit, for a Very Low Income Household, as determined pursuant to Health and Safety Code section 50052.5(b) and applicable HCD regulations.

1.1.3 “Affordable Units” means the 3 Units within the Project to be sold by Developer to Qualified Purchasers in accordance with this Agreement. An “Affordable Unit” means one of the Affordable Units.

1.1.4 “AMI” means the Orange County, California, area median income, 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 “City Note” means the promissory note executed by a Qualified Purchaser in favor of City pursuant to the Equity Sharing Agreement, the form of which is attached to the Equity Sharing Agreement.

1.1.11 “Developer” means BRANDYWINE ACQUISITION GROUP, LLC, a California limited liability company, and its successors and assigns to all or any part of the Property, the Project, or this Agreement. “Developer” does not include an ultimate purchaser of an individual Unit in a retail sale.

1.1.12 “Effective Date” means the date that City executes this Agreement. 2243
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1.1.13 “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.

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

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

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

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

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

1.1.19 “Project Approvals” means the Project’s approved entitlements pursuant to Resolution Nos. 20XX-XX and Ordinance Nos. 20XX-XX and all terms and conditions stated therein. The Project Approvals include, but are not limited to, that certain Development Agreement dated [insert], between Developer and City governing the development of the Project on the Property.

1.1.20 “Property” means that certain real property more particularly described in the legal description in Exhibit A.

1.1.21 “Qualified Purchaser” means a person or family who complies with the requirements of Sections 4.5 and 4.6 and qualifies as a Very Low Income Household.

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

1.1.23 “Unit” means a residential dwelling unit within the Project to be constructed by Developer pursuant to the Project Approvals. The Project contains a total of 58 Units, with 3 Affordable Units and 55 Market Rate Units.

1.1.24 “Very Low Income Household” means persons and families whose income does not exceed 50 percent of the AMI, adjusted for household size, as determined for the County of Orange in accordance with California Health and Safety Code section 50105, and implementing regulations published by HCD.
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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
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 55 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 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 from otherwise applicable minimum boundary landscaping requirement, one waiver from otherwise applicable setback requirements, and one waiver from otherwise applicable height requirements.

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 140 total onsite parking spaces.
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2.8 No Increase in Density or Further Concessions, Incentives, or Waivers.

Developer acknowledges and agrees that the concessions, incentives, and waivers set forth in Section 2.6 and 2.7 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 the Project, State Density Bonus Law, and the City’s Density Bonus Ordinance. Additionally, Developer acknowledges and agrees that Developer has not requested, and the Project is not receiving, an increase in density under State Density Bonus Law or City’s Density Bonus Ordinance. By way of this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City’s satisfaction of its obligations under Government Code section 65915 with respect to the Project.

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. If any changes to the Project materially alter Developer’s ability to comply with any terms of this Agreement, in City’s reasonable determination, then City and Developer shall meet and confer to address amendments and revisions to this Agreement as necessary.

2.10 Relocation Prior to Development of Project. If relocation is required prior to the completion of development of the Project, Developer shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), 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 for relocation assistance, benefits and costs prior to the completion of the development of the Project.

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 then-existing mechanic's liens or other similar liens (including design professional liens) against the Property, the Project, or any part thereof, 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, 2246
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or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. The provisions of this Section 2.11 survive termination of this Agreement.

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 this Agreement in recordable form.

4. SALE OF UNITS

4.1 Conveyance of Units. Developer may construct and convey title to the Units at any time after the Effective Date, in accordance with this Agreement, the Project Approvals, 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 processed 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.

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 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. [NOTE: AS AN ALTERNATIVE, WE CAN PREDESIGNATE NOW AND CHANGE THIS SECITON TO READ AS FOLLOWS:
“Developer has designated Units 53, 54, and 55 as Affordable Units.”]

4.4 Sale of Affordable Units. Developer shall sell each Affordable Unit at no more than the Affordable Housing Cost and only to a buyer that qualifies as a Qualified Purchaser. 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 2247
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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 (e.g., 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 waives and releases 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, the proposed purchaser has executed the City Note and the City Deed of Trust, and the Equity Sharing Agreement and City Deed of Trust are 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 and all other information and documents reasonably required by City to make the determinations described in clauses (i) through (v). 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 2248
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not upgrades) as the other Market Rate Units of the same model and size that Developer has offered for sale.

4.8 Execution of Equity Sharing Agreement and City Note; Recording the Equity Sharing Agreement and City Deed of Trust. Developer shall cause the Equity Sharing Agreement, the City Note, and the City Deed of Trust, together with all attachments thereto, to be duly executed with the Equity Sharing Agreement and City Deed of Trust executed in recordable form. At the close of escrow, the escrow agent handling the conveyance shall record, or cause to be recorded, the instruments effectuating the conveyance of the Affordable Unit in the Official Records of Orange County, California, including the grant deed conveying title to the Qualified Purchaser, the Equity Sharing Agreement, the City Deed of Trust, and any other instruments necessary to consummate the conveyance and establish the intended priority of liens and encumbrances under this Agreement, the Equity Sharing Agreement, and the City Deed of Trust. Upon recordation, the Equity Sharing Agreement shall run with the Affordable Unit and the City Deed of Trust shall constitute a lien against the Affordable Unit. City shall cooperate with Developer and each Qualified Purchaser in executing the Equity Sharing Agreement and any other documents requiring City’s execution so that such documents may be delivered into escrow for recording at the close of escrow.

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 gross negligence or willful misconduct of any of the Indemnitees. The provisions of this Section

4.9 survive termination 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, before the Qualified Purchaser executes the Equity Sharing Agreement and in all events before the close of escrow for the applicable 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 they understand 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 Qualified Purchaser to purchase an Affordable Unit within 180 calendar days after the issuance of a certificate of 2249
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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. If Developer sells or otherwise transfers an Affordable Unit pursuant to this Section 4.11, City and Developer shall reasonably cooperate in executing such amendments to this Agreement, and any other documents executed in connection herewith, as may be reasonably necessary to reflect such sale or transfer and to implement the requirements of Government Code section 65915 applicable thereto.

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 Qualified Purchasers and (i) each Qualified Purchaser has entered into a fully executed Equity Sharing Agreement with City in recordable form; (ii) each Qualified Purchaser has executed a City Note and City Deed of Trust in favor of City; and (iii) 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 the City Deeds of Trust have been recorded for all of the Affordable Units. Termination of this Agreement shall not affect the continued validity or enforceability of any Equity Sharing Agreement, City Note, or City Deed of Trust executed in connection with an Affordable Unit. Nor shall termination of this Agreement affect any rights or remedies arising from a breach occurring before termination.

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 following the conclusion of such 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 2250
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negligence or willful misconduct of any of the Indemnitees. The provisions of this Section 6.3 survive the termination of this Agreement.

7. ASSIGNMENT; COVENANTS RUN WITH THE LAND

7.1 Assignment by Developer. Developer will comply with the Project Approvals in connection with any sale, transfer, or assignment of the Property or Project in whole or part, or any transfer or assignment of Developer’s rights and obligations under this Agreement.

7.2 Covenants Run with the Land. The Property shall be used, occupied, and improved 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, and 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 and that the covenants set forth herein touch and concern the Property by furthering the health, safety, and welfare of the residents of the 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 a 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 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, including 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.
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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

With a copy to: Best Best & Krieger LLP
18101 Von Karman Ave.

Unit 1000
Irvine, CA 92612
Attn: Scott Smith
If to Developer: Brandywine Acquisition Group, LLC
2355 Main Street, Suite 220
Irvine, CA 92614
With a copy to: Cox, Castle & Nicholson LLP
2029 Century Park East, Suite 2100
Los Angeles, CA 90067
Attn: Andrew K. Fogg, Esq.

8.2.2 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. 2252
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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.

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 2253
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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 costs incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling or award 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.

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 2254
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Agreement shall be recorded against the Property in the Official Records of Orange County, California.
{Signatures on following page}
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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:

BRANDYWINE ACQUISITION GROUP,
LLC, a California limited liability company
By: ___________________________
Name: _________________________
Title: __________________________
CITY:

City of Aliso Viejo,
a California municipal corporation
By: _____________________
Brett Chaning
City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
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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.

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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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
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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
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EXHIBIT B

MAP SHOWING PROPERTY AND ITS LOCATION
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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. BRANDYWINE ACQUISITION GROUP, LLC, a California limited liability company, (“Developer”), applied for and received development entitlements from City for the development of a 58 unit residential project (“Project”). 3 units within the Project will be designated affordable units for Very Low Income Households (“Affordable Units”).

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 sell 3 dwelling units in the Project to Very Low Income Households and requested 2 concessions and 1 waiver in order to accommodate the Project.

D. On [date], City and Developer entered into that certain “Density Bonus Housing Agreement” pursuant to which Developer agreed to provide the Affordable Units. 2262
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E. Buyer intends to purchase the property located at [ADDRESS] in the City of Aliso Viejo, California, County of Orange (“Property”). The Property, which is one of the Affordable Units, is more particularly described in Exhibit A-1.

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 First Option when Owner intends to Transfer the Property and preserve City’s rights in the event of foreclosure; 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:

AGREEMENT

1. DEFINITIONS
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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
t. “Very Low Income Household” – same meaning as provided in the Density Bonus Housing Agreement.

2. DESCRIPTION OF PROPERTY
This Agreement concerns the real property commonly known as [ADDRESS], which is more fully described in Exhibit A-1 (“Property”).
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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 for at least 10 months during each 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. INSURANCE REQUIREMENTS
Buyer shall maintain insurance on the Property in accordance with 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 (v) 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 FIRST OPTION;

PREPARATION OF PROPERTY FOR SALE
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 2265
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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 City 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 capital improvements to the Property that Owner wishes to have recognized as Eligible Capital Improvements for purposes of determining the amount payable to City under Section 8, Owner shall provide a description of the improvements, the date the improvements were made, a copy of City’s prior written approval of the improvements (if obtained), evidence of the cost of the improvements, and an appraisal documenting the value added to the Property by the Eligible Capital Improvements. If Owner did not obtain City's prior written approval before making the Capital Improvements, Owner may nevertheless identify such capital improvements in the Notice of Intent to Transfer and request that City recognize them as Eligible Capital Improvements. City shall recognize the improvements as Eligible Capital Improvements if City reasonably determines, based upon documentation provided by Owner, that the improvements satisfy the requirements of Section 8.b. The value of any improvements recognized by City as Eligible Capital Improvements shall be determined pursuant to Section 8.b;
(6) The date the Property will be placed on the market; (7) The name and phone number of the person to contact to schedule inspection of the Property by City; and
(8) The proposed sale price and other material terms upon which Owner proposes to sell the Property.
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 2266
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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 First Option. Upon receipt of a complete Owner’s Notice of Intent to Transfer, City shall have the first right to purchase the Property. The purchase price payable by City shall equal the Fair Market Value of the Property determined pursuant to subsection (b), less the City Subsidy and City Shared Appreciation that would be payable to City under Section 8 if the Property were Transferred to a person other than City (the “Option Purchase Price”). Except for the determination and payment of the Option Purchase Price as provided herein, City shall purchase the Property on the material terms specified in the Owner’s Notice of Intent to Transfer, to the extent those terms are applicable to City’s purchase and are not inconsistent with this Equity Sharing Agreement. City shall have such right and option (“First Option”) for 45 days after City receives a complete Owner’s Notice of Intent to Transfer. If not timely exercised, the First Option shall terminate. If City exercises the First Option, the purchase shall close through escrow within 60 days after City’s exercise, or on such other date as City and Owner may agree in writing. Upon the closing of City’s purchase pursuant to the First Option, the City Subsidy and City Shared Appreciation shall be credited against the Fair Market Value of the Property in determining the Option Purchase Price and shall be deemed paid and satisfied through the credit. The parties intend that the Option Purchase Price permit Owner to retain the value of any Eligible Capital Improvements, Owner’s downpayment, and Owner’s proportionate share of appreciation, while permitting City to recapture its initial subsidy and proportionate share of appreciation, in accordance with Government Code section 65915(c)(2)(C).

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 release the Equity Sharing Agreement and cause the City Deed of Trust to be reconveyed 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 or equivalent document. 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 2267
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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 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 or equivalent document, 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. 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. For purposes of this Section 8, “Adjusted Fair Market Value” means the Fair Market Value of the Property at the time of Transfer, less the value of any Eligible Capital Improvements determined pursuant to Section 8.b. “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 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, if any, by which the Adjusted Fair Market Value exceeds the Original Fair Market Value, and the resulting product shall equal the City Shared Appreciation.

Notwithstanding the foregoing, if the Adjusted Fair Market Value is lower than the Original Fair Market Value, the amount payable to City shall instead be determined in accordance with subsection (d).
b. The value of any Eligible Capital Improvements shall be the value of any substantial structural or permanent fixed improvements that Owner has made to the Property after acquiring 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 or recognized by City in writing, either before construction or pursuant to Section 6.a.5. The value of 2268
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Eligible Capital Improvements shall be limited to the appraised increase in the value of the Property attributable to the improvements, as determined by the appraisal performed pursuant to

6.b, taking into account any depreciation in value since the installation, and shall not be based on the actual cost of constructing the improvements.
c. The City Subsidy and the City Shared Appreciation 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 release this Equity Sharing Agreement or reconvey 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. d. Notwithstanding anything to the contrary in this Section 8, if the Adjusted Fair Market Value is lower than the Original Fair Market Value, the Adjusted Fair Market Value shall be used as the initial market value for purposes of determining the City Subsidy, and the amounts payable to City shall otherwise be calculated in accordance with Government Code section 65915(c)(2)(C), as amended from time to time. In no event shall the amount payable to City under this subsection be less than zero.

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 First Mortgage Deed of Trust, the City Deed of Trust, a lien in favor of City, a lien for nondelinquent taxes or assessments, or any other lien approved by City in writing;
(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.
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b. Upon a declaration of Default by City under this Equity Sharing Agreement, City may pursue any or all of the following remedies:
(1) Subject to all applicable notice and cure requirements under the City Note and the City Deed of Trust, 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
(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. City may record a request for copies of any notice of default and notice of sale under any mortgage encumbering the Property. 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. Whether or not City has recorded a request pursuant to subsection (a), City may exercise its rights under this Section upon City’s actual receipt of written notice of the foreclosure proceedings from Owner, the First Lender, or any other source. Nothing in this Section shall limit City's right to bid at, acquire, or otherwise protect its interest in the Property through any foreclosure sale or any other remedy available under applicable law.

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 2270
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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 City 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
Subject to the rights of senior lienholders, any proceeds arising from a foreclosure, deed in lieu of foreclosure, or other involuntary Transfer that would otherwise be payable to Owner shall first be applied to the amounts owed to City under the City Note, and only the remaining balance, if any, shall be payable to Owner.

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 earliest to occur of: (i) the Transfer of the Property and payment to City of the City Subsidy and the City Shared Appreciation in accordance with this Agreement and the City Note, (ii) the closing of City’s purchase of the Property pursuant to City’s exercise of the First Option under Section 6.c, or (iii) termination under Section 16 following foreclosure or deed in lieu.

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, except as otherwise provided herein, this Equity Sharing Agreement is controlling as to the rights and obligations between and among Owner and City and their respective successors. 2271
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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 Mortgage 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 First Lender’s 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 the default under the First Mortgage Deed of Trust and a 60-day opportunity to cure such default; and (ii) City has not cured the default within such 60-day period or commenced to cure the default and provided a firm commitment, in form and substance reasonably acceptable to the First Lender, to complete such cure.

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 the refinanced First Mortgage Loan 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 2272
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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 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: [insert]
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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 ensure to the extent possible that its sales price and mortgage payment remain affordable to Very Low Income Households.

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

25. ATTORNEYS FEES
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 Owner’s 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.
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CITY: BUYER
[insert], 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
[insert]
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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 BRANDYWINE ACQUISITION GROUP, LLC, a California limited liability company (“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 Very Low 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 Very Low 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 introductory 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 introductory paragraph on page 1 of this Note.
e. “City Shared Appreciation” means and shall be calculated by dividing the City Subsidy 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 2280
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amount, if any, by which the Adjusted Fair Market Value exceeds the Original Fair Market Value, and the resulting product shall equal the City Shared Appreciation. “Adjusted Fair Market Value” has the meaning provided in Section 8.a of the Equity Sharing Agreement. City Shared Appreciation shall not be less than zero.
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 introductory 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 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 introductory 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 upon the earliest to occur of: (i) the date of Transfer of the Property and the payment to City of the City Subsidy and the City Shared Appreciation; (ii) the closing of City's purchase of the Property pursuant to City's exercise of the First Option in accordance with Section 6.c of the Equity Sharing Agreement; or (iii) termination of the Equity Sharing Agreement and City Deed of Trust pursuant to Section 16 of the Equity Sharing Agreement following foreclosure or acceptance of a deed or assignment in lieu of foreclosure by the First Lender. Notwithstanding the foregoing, termination of this Note following foreclosure or a deed or assignment in lieu of foreclosure shall not affect City’s rights to receive any surplus or other proceeds otherwise payable to Borrower, subject to 2281
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the rights of senior lienholders, as provided in Section 12 of the Equity Sharing Agreement.

Nothing herein shall release Borrower from liability arising from fraud, intentional misrepresentation, waste, or a Transfer made in violation of the Equity Sharing Agreement, except to the extent prohibited by applicable law.

4. Payment.
a. Subject to Subsections 4.b and 4.c below, the total amount of the City Subsidy and the City Shared Appreciation shall immediately become due and payable upon the occurrence of any of the following: (i) an uncured Borrower default (after the applicable notice and cure periods) under this Note, the Equity Sharing Agreement, the City Deed of Trust, or the 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 in violation of Section 3 of the Equity Sharing Agreement. For purposes of clauses (i) and (iii), if no Transfer has occurred, the Adjusted Fair Market Value used to calculate City Shared Appreciation shall be determined in accordance with Section 8(a) of the Equity Sharing Agreement, using the Fair Market Value of the Property as of the date of acceleration, as determined by an appraiser selected or approved by City in accordance with Section 6(b) of the Equity Sharing Agreement, less the value of any Eligible Capital Improvements determined pursuant to Section 8(b) of the Equity Sharing Agreement. b. Upon a Transfer of the Property, if the Adjusted Fair Market Value is lower than the Original Fair Market Value, the amounts payable under this Note shall be determined in accordance with Section 8(d) of the Equity Sharing Agreement. c. If City’s purchase of the Property pursuant to the First Option closes, 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 of the Property as part of a City program to assist in the purchase of homes by Very Low 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 2282
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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. Subject to Section 4 and following the expiration of all applicable notice and cure periods, 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 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 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 exceed the lawful interest rate shall automatically 2283
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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 attorneys’ 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.

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
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12 Journey, Suite 100
Aliso Viejo, CA 92656-5335
Attn: 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. If 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.

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”) is 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 therefor, 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;” 2287
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To have and to hold the Security together with appurtenances 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 in favor of 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 of 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 Mortgage Deed of Trust”); (2) the Equity Sharing Agreement; and (3) 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 Very Low 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 2288
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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 Mortgage 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.

NOTICE REQUIRED BY CALIFORNIA CIVIL CODE SECTION 2955.5:

NO LENDER SHALL REQUIRE A BORROWER, AS A CONDITION OF

RECEIVING OR MAINTAINING A LOAN SECURED BY REAL

PROPERTY, TO PROVIDE HAZARD INSURANCE COVERAGE

AGAINST RISKS TO THE IMPROVEMENTS ON THAT REAL

PROPERTY IN AN AMOUNT EXCEEDING THE REPLACEMENT
VALUE OF THE IMPROVEMENTS ON THE PROPERTY.

BORROWER ACKNOWLEDGES THAT THE FOREGOING

DISCLOSURE WAS PROVIDED IN WRITING BEFORE BORROWER

EXECUTED THE NOTE, THIS DEED OF TRUST, OR ANY OTHER
SECURITY DOCUMENT RELATING TO THE CITY LOAN.

Borrower will keep the improvements on the Security insured under a standard fire and extended coverage insurance policy in at least such amounts and for such periods as City may reasonably require; provided, however, that City shall not require hazard insurance coverage in an amount exceeding the replacement value of the improvements on the Security. Subject to that limitation, the required coverage shall not be less than 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. 2289
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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 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 Mortgage 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 shall become indebtedness of Borrower secured by this Deed of Trust. Unless Borrower and City agree to other terms of payment, such amount shall be payable upon notice from City to Borrower requesting payment thereof and shall bear interest from the date of disbursement at the maximum rate permitted by applicable law. Nothing contained in this paragraph will require City to incur 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. 2290
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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 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: 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 the recipient 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 conflicts 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 2291
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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 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 business 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 that would then be due under the Note and this Deed of Trust had no acceleration 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. 2292
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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 Mortgage 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 Mortgage 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 Mortgage Deed of Trust in the event of default under its First Mortgage Deed of Trust by Borrower. 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 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 Deed of Trust shall automatically terminate upon such acquisition of title, only if: (i) City has been given written notice of the default under the First Mortgage Deed of Trust and a 60-day opportunity to cure such default; and (ii) City has not cured the default within such 60-day period or commenced to cure the default and provided a firm commitment, in a form and substance reasonably acceptable to First Lender, to complete such cure.

22. Request for Notice. Pursuant to Civil Code section 2924b, City requests that a copy of any notice of default and notice of sale under any deed of trust or mortgage senior to this Deed of Trust be mailed to City at the address set forth in Section 13 of this Deed of Trust.

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

BORROWER:
_________________
2293
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113759\19836854v3

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)

2294
60367.00001\45453422.1
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113759\19836854v3
EXHIBIT 1
Legal Description of Property
2295
15 Argonaut
City Council
October 7, 2026
2296
Existing Site
2 Property Information
Total Existing Building Square Footage 41,000 sq ft
Existing Site Size 4.4 acres
Existing Conditions One two-story office building, surface parking, and landscaped slopes
Zoning Designation Business Park-2 (BP-2)
General Plan Designation Business Park (BP)
Surrounding Existing Uses
North Attached multi-family and single-family residential South Multi-tenant office buildings, light industrial
East Laboratories, fitness facilities, approved multi-family residential West Gas station, fast-food restaurant, auto repair shop, and Brookline Park 2297
Project
Overview
3 Proposed Project
Proposed Zoning Medium Density Residential (MDR)
Proposed General Plan
Designation
Medium Density Residential (MDR)
Number of Units 58 three- and four- bedroom units
2298
Elevations
4 2299
Parking
• 140 total parking spaces
• 116 enclosed garage spaces
• 24 guest spaces, including one
ADA space
5 Parking standard Spaces
AVMC requirement 145
SDBL requirement 130
Spaces provided 140
2300
Density Bonus
• 3 very-low-income units (5% of 58)
oQualifies under State Density Bonus Law
• Requested concession:
oCommon open space reduced from 25% to 9%
oRequested waivers:
oOne-foot height increase
oReduced perimeter setbacks
oReduced minimum boundary landscaping
6 2301
Open Space
•9% common open space (concession from 25%)
•3,194 sq ft of amenity areas
•Community garden, dog park, shade structure
and BBQ
•7,611 sq ft of private yards
•1.93 acres of existing slopes preserved
2302
Development Agreement
• Required due to land use change
• Ensures project implementation
• Establishes public benefits
• One-time public impact fee:
o$2,057,651
oFee payable prior to permit issuance
8 2303
Environmental Review
• Initial Study / Mitigated Negative Declaration prepared • Public review: August 21–September 17, 2026
• One Caltrans comment; no additional analysis or mitigation requested • Potential impacts: biological, cultural/tribal, and geology/soils resources • Mitigation reduces all impacts to less than significant 9 2304
Recommended Actions
• Adopt a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALISO VIEJO, CALIFORNIA, ADOPTING A

MITIGATED NEGATIVE DECLARATION AND A MITIGATION MONITORING AND REPORTING PROGRAM PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT FOR GENERAL PLAN AMENDMENT GPA-2026-01002 , ZONE CHANGE ZC-2026-01001, VESTING TENTATIVE TRACT MAP 19489, AND DEVELOPMENT AGREEMENT DA-2026-01002 TO ALLOW THE DEVELOPMENT OF A 58-UNIT RESIDENTIAL TOWNHOME COMMUNITY LOCATED AT 15 ARGONAUT (APN: 623-093-10 & 623-093-11); • Adopt a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALISO VIEJO, CALIFORNIA, APPROVING AN

AMENDMENT TO THE GENERAL PLAN LAND USE DESIGNATION AND ASSOCIATED LAND USE MAP FROM BUSINESS PARK TO MEDIUM DENSITY RESIDENTIAL FOR THE DEVELOPMENT OF A 58-UNIT RESIDENTIAL TOWNHOME COMMUNITY LOCATED AT 15 ARGONAUT ; • Introduce for first reading an Ordinance entitled: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ALISO VIEJO, CALIFORNIA, APPROVING A ZONE CHANGE FROM BUSINESS PARK 2 TO MEDIUM DENSITY RESIDENTIAL DISTRICT FOR THE DEVELOPMENT OF A 58-UNIT RESIDENTIAL TOWNHOME COMMUNITY LOCATED AT 15 ARGONAUT; • Adopt a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALISO VIEJO, CALIFORNIA, APPROVING VESTING TENTATIVE TRACT MAP 19489 FOR SUBDIVISION INTO CONDOMINIUM PURPOSES AND SITE DEVELOPMENT PERMIT (SDP2026-01001) TO ALLOW THE DEVELOPMENT OF A 58-UNIT RESIDENTIAL TOWNHOME COMMUNITY LOCATED AT 15 ARGONAUT; and • Introduce for first reading an Ordinance entitled: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ALISO VIEJO, CALIFORNIA, APPROVING DEVELOPMENT AGREEMENT DA-2026-01002 BETWEEN THE CITY AND BRANDYWINE ACQUISITION GROUP, LLC. FOR THE DEVELOPMENT OF A 58-UNIT RESIDENTIAL TOWNHOME COMMUNITY LOCATED AT 15 ARGONAUT. 10 2305
60367.01100\33489405.1
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CITY OF ALISO VIEJO

FIRST AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT

FOR AUDITING SERVICES

1. PARTIES AND DATE.

This First Amendment to the Professional Services Agreement for Auditing Services (“First Amendment”) is entered into on the ____ day of ________, 2026, by and between the City of Aliso Viejo (hereinafter referred to as the “City”) and Davis Farr LLP (hereinafter referred to as the “Consultant”). City and Consultant are sometimes collectively referred to herein as the “Parties.”

2. RECITALS.

2.1 Agreement. The Parties entered into an agreement entitled Professional Services Agreement for Auditing Services dated May 3, 2023. (“Agreement”).

2.2 First Amendment. The Parties now desire to amend the Agreement in order to renew the Agreement for an additional one-year term and to increase the total compensation under the Agreement by THIRTY-SIX THOUSAND Dollars ($36,000).

3. TERMS.

3.1 Term.

Pursuant to Section 3.1.2 of the Agreement, the City hereby exercises the option to renew the Agreement and extend the term of the Agreement for one year from July 1, 2026, to June 30, 2027, unless earlier terminated as provided in the Agreement.

3.2 Compensation.

The total compensation for the Services provided pursuant to the Agreement and this First Amendment shall not exceed ONE HUNDRED SIXTY-FIVE THOUSAND Dollars ($165,000) without written approval of the City Manager. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this First Amendment at the rates set forth in Exhibit “A” attached to the Agreement and incorporated herein by reference.

3.3 Declaration of Political Contributions. Prior to the City’s approval of this Amendment, Consultant shall submit to City a statement in writing declaring any political contributions of money, in-kind services, or loan made to any member of the City Council within the previous twelve-month period by the Consultant and all of their employees, including any employee(s) that Consultant intends to assign to perform the Services described in this First Amendment.

Docusign Envelope ID: 9859AC0B-0C6A-8E83-80FC-0D29E7C0EC17 230631
60367.01100\33489405.1
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3.4 Continuing Effect of Agreement. Except as otherwise specifically set forth in this First Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

From and after the date of this First Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this First Amendment.

3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this First Amendment.

3.6 Counterparts. This First Amendment may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument.

Docusign Envelope ID: 9859AC0B-0C6A-8E83-80FC-0D29E7C0EC17 230732
60367.01100\33489405.1
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SIGNATURE PAGE FOR FIRST AMENDMENT TO PROFESSIONAL SERVICES

AGREEMENT FOR AUDITING SERVICES

BETWEEN THE CITY OF ALISO VIEJO AND DAVIS FARR LLP
IN WITNESS WHEREOF, the parties have executed this First Amendment to Agreement on this ____ day of __________, 2026.

CITY OF ALISO VIEJO
Approved:

By:

Brett Channing
City Manager
ATTEST:

By:_________________________________
Maria Kendig
City Clerk
APPROVED AS TO FORM:
___________________________________
Best Best & Krieger LLP
City Attorney

APPROVED AS TO COMPLIANCE

WITH BUDGET
By:

Ann Eifert
Director of Financial Services

DAVIS FARR LLP
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
By:

Its:

Printed Name:

By:

Its:

Printed Name:_________________________

Docusign Envelope ID: 9859AC0B-0C6A-8E83-80FC-0D29E7C0EC17 Jennifer Farr
Partner
230833
60367.01100\33489405.1
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CITY OF ALISO VIEJO

DECLARATION OF POLITICAL CONTRIBUTIONS
Using the space provided below, please list any political contributions of money, in-kind services, or loans made to any member of the City Council within the last twelve (12) months by Consultant and all of Consultant’s employees, including any employee(s) that applicant intends to assign to perform the work or services described in this Agreement:

To the best of my knowledge, I declare under penalty of perjury that the foregoing is true and was executed at:

City/County/State Date
Name of Business Print Name
Signature
NOTE: THIS DECLARATION IS INCLUDED AS PART OF THE AGREEMENT AND MUST BE SIGNED AND ATTACHED HERETO.

Docusign Envelope ID: 9859AC0B-0C6A-8E83-80FC-0D29E7C0EC17 None
Jennifer Farr
Irvine/Orange County/CA 9/22/2026 | 10:00 AM PDT
Davis Farr LLP
230934
60367.01100\33489405.1
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CITY OF ALISO VIEJO

ACKNOWLEDGMENT OF RECEIPT OF FRAUD POLICY
I hereby acknowledge that I have received a copy of the City’s “Fraud Prevention Policy” dated October 1, 2008. I understand that I am to promptly read its contents and distribute copies to employees assigned to perform Services for the City of Aliso Viejo.

To the extent that provisions of this policy conflict with previously issued policies or practices, whether or not such policies and practices were contained in written policies, this policy shall prevail.

Name of Business Print Name
Signature
Date
Docusign Envelope ID: 9859AC0B-0C6A-8E83-80FC-0D29E7C0EC17 Jennifer Farr
9/22/2026 | 10:00 AM PDT
Davis Farr LLP
231035
60367.01100\33489405.1
A-1
EXHIBIT “A”

COMPENSATION
Docusign Envelope ID: 9859AC0B-0C6A-8E83-80FC-0D29E7C0EC17 231136

Aliso Viejo City CouncilOctober 7, 2026

Aliso Viejo City Council
October 7, 2026