Costa Mesa City Council
August 5, 2025

Accessed November 12, 2024.
85 California Department of Resources Recycling and Recovery (CalRecycle). 2024. SWIS Facility/Site Activity Details, Frank R. Bowerman Landfill
86 California Department of Resources Recycling and Recovery (CalRecycle). 2024. Estimated Solid Waste Generation Rates. Website: https:// www2.calrecycle.ca.gov/WasteCharacterization/General/Rates. Accessed November 12, 2024. 405
SB 2202 made a number of changes to the municipal solid waste diversion requirements under A 939. These changes included a revision to the statutory requirement for 50 percent diversion of solid waste to clarify that local governments shall continue to divert 50 percent of all solid waste on and after January 1, 2000.

SB 1016 introduced a per capita disposal measurement system that measures the 50 percent diversion requirement using a disposal measurement equivalent. The Bill repealed the State Water Board 2-year process, requiring instead that the State Water Board make a finding whether each jurisdiction was in compliance with the Act’s diversion requirements for calendar year 2006 and to determine compliance for the 2007 calendar year and beyond, based on the jurisdiction’s change in its per capita disposal rate. The State Water Board is required to review a jurisdiction’s compliance with those diversion requirements in accordance with a specified schedule, which is conditioned upon the State Water Board finding that the jurisdiction complies with those requirements or has implemented its SRRE and household hazardous waste element. The Bill requires the State Water Board to issue an order of compliance if the State Water Board finds that the jurisdiction has failed to make a good faith effort to implement its SRRE or its household hazardous waste element, pursuant to a specified procedure. The per capita disposal rate is a jurisdiction-specific index, which is used as one of several “factors” in determining a jurisdiction’s compliance with the intent of AB 939 and allows CalRecycle and jurisdictions to set their primary focus on successful implementation of diversion programs.

SB 1383 requires counties to take the lead collaborating with the jurisdictions located within the county in planning for the necessary organic waste recycling and food recovery capacity needed to divert organic waste from landfills into recycling activities and food recovery organizations.

CALGreen Section 4.408 requires preparation of a Construction Waste Management Plan that provides an overview of ways in which the applicant would recycle and/or salvage for reuse a minimum of 65 percent of the nonhazardous construction and demolition debris. During the construction phase, the proposed project would be required to comply with CALGreen through the recycling and reuse of at least 65 percent of the nonhazardous construction and demolition debris from the project site.

Participation in the City’s recycling programs during project construction and operation, including CalRecycle’s requirements, would ensure that the proposed project would not conflict with federal, State, and local statutes and regulations related to solid waste. Additionally, solid waste would be disposed of at existing Orange County Waste and Recycling landfills. Disposal of solid waste would comply with all federal, State, and local statutes and regulations related to solid waste. During operation, the proposed project would include receptacles for recyclables and garbage. Thus, impacts would be less than significant, and no mitigation is required.

Mitigation Measures
None required.
406
Environmental Issues
Potentially
Significant
Impact
Less than
Significant
Impact with
Mitigation
Incorporated
Less than
Significant
Impact No Impact

2.19 Wildfire
If located in or near State Responsibility Areas or lands classified as very high fire hazard severity zones, would the project:
a) Substantially impair an adopted
emergency response plan or emergency
evacuation plan?

b) Due to slope, prevailing winds, and other
factors, exacerbate wildfire risks, and
thereby expose project occupants to,
pollutant concentrations from a wildfire or
the uncontrolled spread of a wildfire?

c) Require the installation or maintenance of
associated infrastructure (such as roads,
fuel breaks, emergency water sources,
power lines or other utilities) that may
exacerbate fire risk or that may result in
temporary or ongoing impacts to the
environment?

d) Expose people or structures to significant
risks, including downslope or downstream
flooding or landslides, as a result of runoff,
post-fire slope instability, or drainage
changes?

Environmental Evaluation
Setting
The CAL FIRE FHSZ Map indicates that the project site is not within an SRA. The closest SRA is approximately 9.05 miles northeast of the project site. No part of Costa Mesa is listed as an SRA or located within a Very High FHSZ.
87 87 City of Costa Mesa. 2025. General Plan Safety Element. Website:
https://www.costamesaca.gov/home/showpublisheddocument/34702/636740022576330000. Accessed November 12, 2024.
407
Would the project:
a) Substantially impair an adopted emergency response plan or emergency evacuation plan?
No impact. The proposed project is not located within an SRA. The Costa Mesa Disaster Plan serves as the community’s EOP, which provides guidance during emergency situations and natural disasters.

The plan addresses potential large-scale disasters that require a coordinated and immediate response. The General Plan Safety Element designates I-405 and SR-73 as evacuation routes for the City. The project site is within 0.25 mile of each of these evacuation routes and both would serve the project site in the event of an emergency.

The proposed project would not impede use of the road for emergencies or access for emergency response vehicles. Therefore, the proposed project would not result in inadequate emergency access. As such, no impact would occur.
b) Due to slope, prevailing winds, and other factors, exacerbate wildfire risks, and thereby expose project occupants to, pollutant concentrations from a wildfire or the uncontrolled spread of a wildfire?
No impact. The proposed project is not located within an SRA. The project site is located in an urbanized, flat area and does not include features with the potential to exacerbate wildfire. The site and its surrounding area have no history of wildfire. 88 As described above, the project site is not located in an SRA Very High FHSZ. Therefore, the proposed project would not expose project occupants to pollutant concentrations from a wildfire or the uncontrolled spread of a wildfire. No impact would occur.
c) Require the installation or maintenance of associated infrastructure (such as roads, fuel breaks, emergency water sources, power lines or other utilities) that may exacerbate fire risk or that may result in temporary or ongoing impacts to the environment?
No impact. The proposed project is not located within an SRA or Very High FHSZ. The project site is located in an urbanized area of the City and would connect to existing infrastructure that currently serves the site and the surrounding area. The proposed project would not include the installation of infrastructure that would exacerbate wildfire risk. Therefore, the proposed project would not exacerbate fire risk. No impact would occur.
88 California Department of Forestry and Fire Protection (CAL FIRE). 2020. California Wildfire History Map. Website: https:// projects.capradio.org/california-fire-history/#6/38.58/-121.49. Accessed October 3, 2024. 408
d) Expose people or structures to significant risks, including downslope or downstream flooding or landslides, as a result of runoff, post-fire slope instability, or drainage changes?
No impact. The proposed project is not located within an SRA. The project site is flat and is not located within an area identified as having a potential for landslides by the California Geological Survey.89 As described above, the project site is not located in an SRA within a Very High FHSZ. The proposed project does not have other features with the potential to exacerbate wildfire, downstream flooding, or landslide risks. Furthermore, the proposed project is not located in an area designated as an area of 0.2 percent annual chance flood hazard zone and would not be subject to flood hazards .90 Therefore, the proposed project would not contribute to runoff or flooding. No impact would occur.

Mitigation Measures
None required.
89 California Department of Conservation. 2024. Geologic Hazards. Website: https:// maps.conservation.ca.gov/geologichazards/DataViewer/index.html. Accessed October 3, 2024. 90 Federal Emergency Management Agency (FEMA). 2024. FEMA’s National Flood Hazard Layer Viewer. Website: https:// hazards-fema.maps.arcgis.com/apps/webappviewer/index.html?id=8b0adb51996444d4879338b5529aa9cd&extent=- 117.93768185224067,33.63323283538241,-117.81803387250437,33.70466581971302. Accessed October 3, 2024. 409
Environmental Issues
Potentially
Significant
Impact
Less than
Significant
Impact with
Mitigation
Incorporated
Less than
Significant
Impact No Impact

2.20 Mandatory Findings of Significance
a) Does the project have the potential to
substantially degrade the quality of the
environment, substantially reduce the
habitat of a fish or wildlife species, cause a
fish or wildlife population to drop below
self-sustaining levels, threaten to eliminate
a plant or animal community, substantially
reduce the number or restrict the range of
a rare or endangered plant or animal, or
eliminate important examples of the major
periods of California history or prehistory?

b) Does the project have impacts that are
individually limited, but cumulatively
considerable? (“Cumulatively
considerable” means that the incremental
effects of a project are considerable when
viewed in connection with the effects of
past projects, the effects of other current
projects, and the effects of probable future
projects)?

c) Does the project have environmental
effects, which will cause substantial
adverse effects on human beings, either
directly or indirectly?

410
Environmental Evaluation
a) Does the project have the potential to substantially degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, substantially reduce the number or restrict the range of a rare or endangered plant or animal, or eliminate important examples of the major periods of California history or prehistory?
Less than significant impact with mitigation incorporated. As concluded in Section 2.4, Biological Resources, the project site has the potential to provide suitable habitat for Cooper’s hawk and other nesting birds. These impacts would be reduced with the implementation of MM BIO -1a and MM BIO- 1b. The proposed project would not affect wildlife or wildlife corridors or impede the use of a wildlife nursery, would not conflict with local policies and ordinances protecting biological resources, and would not conflict with any local, regional, or State conservation plans. Therefore, the proposed project does not have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self -sustaining levels, threaten to eliminate a plant or animal community, or reduce the number or restrict the range of a rare or endangered plant or animal. As evaluated and disclosed in Section 2.5, Cultural Resources and Tribal Cultural Resources, the project site does not contain known historically or culturally significant resources, and the potential impact to unidentified archaeological resources is low due to the site’s developed nature. However, implementation of MM CUL-1, MM CUL-2, and MM CUL-3 would be required to reduce any potential impacts related to the unanticipated discovery of human remains and TCRs. Therefore, project implementation would not eliminate important examples of the major periods of California history. Impacts would be less than significant with the implementation of mitigation.
b) Does the project have impacts that are individually limited, but cumulatively considerable? (“Cumulatively considerable” means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects)?
Less than significant impact with mitigation incorporated. The proposed project would not result in any cumulative impact for those thresholds that were determined to be “no impact” as discussed above. For those thresholds that were determined to be less than significant or less than significant with mitigation, the proposed project would not have a cumulatively considerable contribution to any cumulative impact. Potential impacts associated with past and present projects are considered as part of the baseline conditions, and reasonably foreseeable future development are considered in terms of agency projections and adopted planning documents. Accordingly, as discussed throughout this document, there are no known cumulative impacts.

Further, as discussed throughout this document, the proposed project would not have a cumulatively considerable contribution to the less than significant cumulative impacts. The proposed project would 411
include standard conditions that would be imposed on the proposed project pertaining to procedures to protect air quality, and mitigation measures would be required to reduce impacts related to biological resources, cultural resources, and geology and soils. Compliance with these standard conditions would minimize project impacts and ensure that project impacts remain less than significant. Because of the number of trips generated by the proposed project, the proposed project would not result in cumulatively considerable impacts related to traffic and circulation. No significant adverse environmental effects on human beings would result, either directly or indirectly, from the proposed project. Cumulatively, the proposed project would not result in any significant impacts that would substantially combine with impacts of other current or probable future impacts. Therefore, the proposed project, in conjunction with other future development projects, would not result in any cumulatively considerable impacts. As such, impacts would be less than significant. c) Does the project have environmental effects, which will cause substantial adverse effects on human beings, either directly or indirectly? Less than significant impact with mitigation incorporated. There are no known substantial adverse effects on human beings that would be caused or exacerbated by the proposed project. As concluded within these environmental impact analyses and as summarized above, the proposed project would result in less than significant environmental impacts. Project compliance with the mitigation measures contained in this Draft IS/MND would ensure that the proposed project’s impacts on human beings are less than significant. Additionally, the proposed project would have a beneficial impact by creating needed housing within the City that would further the goals of the City’s General Plan to provide additional housing options for various income levels. Impacts are less than significant, and no mitigation is required.

Mitigation Measures
Implement MM AIR-1, MM BIO-1a, MM BIO-1b, MM CUL-1, MM CUL-2, MM CUL-3, MM GEO-1, and MM GEO-2.
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3 - LIST OF PREPARERS
FirstCarbon Solutions
250 Commerce, Suite 210
Irvine, CA 92602
Phone: 714.508.4100
Project Director ........................................................................................................................ Mary Bean Senior Project Manager ............................................................................................................ Cecilia So Project Manager ..................................................................................................... Brittany Hagen, MBA Legal Counsel ................................................................................................................. Megan Starr, JD Director of Cultural Resources ....................................................................... Dana DePietro, PhD, RPA Senior Archaeologist ......................................................................................................... Stefanie Griffin Director of Noise and Air Quality ............................................................................. Phil Ault, LEED® AP Air Quality Specialist ....................................................................................................... Kimber Johnson Air Quality Specialist ........................................................................................................................Ji Luo Noise Analyst ..................................................................................................................... Sara Landucci Environmental Services Analyst ............................................................................................... Alex Ortiz Environmental Services Analyst .......................................................................................... Henry Welch Senior Managing Editor ........................................................................................................ Susie Harris Technical Editor ...................................................................................................................... Sarah Vine Publications Coordinator ........................................................................................................ Alec Harris Document Specialist ...................................................................................................... Melissa Ramirez GIS/Graphics .............................................................................................................. Karlee McCracken GIS/Graphics ................................................................................................................ Sebastian Macias South Environmental—Technical Subconsultant
2061 North Los Robles Avenue, Suite 205
Pasadena, California 91104
Phone: 626.314.2961
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Memorandum
Date: July 8, 2025
To: Christopher Yeager, Senior Planner
City of Costa Mesa
From: Cecilia So, Associate Director
FirstCarbon Solutions (FCS)
Subject: Responses to Comments for the Bear Street Residential Project in Costa Mesa, California
FirstCarbon Solutions (FCS) is pleased to submit this Response to Comments memorandum for the proposed Bear Street Residential Project (proposed project) in the City of Costa Mesa (City).

To date, the following letters have been received with regard to the proposed project:
• Letter A: Letter from Brent Millard (MILLARD), dated May 3, 2025. • Letter B: Letter from the California Department of Toxic Substances Control (DTSC), dated May 8, 2025.
• Letter C: Letter from the California Department of Transportation (Caltrans), District 12, dated June 2, 2025.

Although
a lead agency is not required to provide written responses to comments on Negative Declarations or Mitigated Negative Declarations under the California Environmental Quality Act (CEQA), the City of Costa Mesa has evaluated the comments received on the Bear Street Residential Project Draft Initial Study/Mitigated Negative Declaration (Draft IS/MND) and has elected to provide responses to comments. None of the comments received included information resulting in the need to recirculate the Draft IS/MND or to prepare an Environmental Impact Report (EIR).

This letter includes a list of the comments and responses to comments on the Draft IS/MND. A copy of the letters received regarding the Draft IS/MND are included as Attachment A, B, and C, respectively.

EXHIBIT B TO
ATTACHMENT 1
416
ERRATA
Minor revisions to the Draft IS/MND are included below in strikeout/underline and are editorial in nature.

Project Design Feature 2 below has been added to reflect the findings of the Health Risk Assessment (HRA) Memorandum prepared for the proposed project.

Section 1.4.6, Project Design Features

Project Design Feature 21 (PDF-21): Use of Clean Construction Equipment to Minimize DPM
All off-road equipment equal to or greater than 50 horsepower shall meet either United States Environmental Protection Agency (EPA) or California Air Resources Board (ARB) Tier 3 standards with Level 3 Verified Diesel Emission Control Strategy (VDEC) filters.4 The project applicant shall submit a construction management plan to the City of Costa Mesa's Planning Division for review and approval prior to issuance of any grading and building permits. The construction management plan shall demonstrate that the off-road equipment used on-site to construct the proposed project would comply with these specified off-road emission standards. Off-road equipment descriptions and information included in the construction management plan may include, but are not limited to, equipment type, equipment manufacturer, equipment identification number, engine model year, engine certification (Tier rating), horsepower, and engine serial number.
4 Equipment meeting Tier 4 standards achieves the required reductions and specifications in PDF-21 without VDECs.

Project Design Feature 2 (PDF-2): Installation of High-efficiency HVAC Systems to Reduce Indoor Exposure to Air Pollutants
All new residential units constructed as part of the proposed project shall be equipped with positive static pressure forced heating, ventilation, and air conditioning (HVAC) systems. These systems shall include high-efficiency air filtration using Minimum Efficiency Reporting Value (MERV) 14 filters or higher in the air intake.

The project applicant shall submit HVAC system specifications and a mechanical plan to the City of Costa Mesa's Planning Division for review and approval prior to the issuance of any building permits. The submitted documentation shall demonstrate that the HVAC systems are designed to maintain positive indoor air pressure and are equipped with MERV 14 or higher filters. Documentation may include, but is not limited to, HVAC system design drawings, filter specifications, manufacturer certifications, and calculations verifying positive pressure performance.

Project Design Feature 13 (PDF-13): All-electric Development The proposed project shall be designed as an all-electric development, which requires that all appliances installed into the proposed townhomes be electric powered and no natural gas lines shall be run to the proposed townhome buildings.
417
Project Design Feature 34 (PDF-34): T-1 Increase Residential Density This measure accounts for the Vehicle Miles Traveled (VMT) reduction achieved by a project that is designed with a higher density of dwelling units compared to the average residential density in the U.S.

Increased densities affect the distance people travel and provide greater options for the mode of travel they choose. Increasing residential density results in shorter and fewer trips by single- occupancy vehicles and thus a reduction in VMT.

Section 2.3, Air Quality

The proposed project would be required to comply with SC AIR-1 (consistent with SCAQMD Rule 403) and would implement PDF-21. Incorporation of SC AIR-1 and PDF-21 would ensure that the project- generated emissions of PM10 and PM2.5 would be controlled during the construction period. In addition, SC AIR-2 would ensure that all architectural coatings used on-site would meet the VOC content requirements of SCAQMD Rule 1113. Accordingly, with adherence to standard conditions and incorporation of mitigation, the proposed project’s on-site construction-related criteria air pollutant and ozone precursor concentrations would not expose sensitive receptors to substantial pollutant concentrations. This impact would be less than significant.

The estimated health and hazard impacts at the Maximally Exposed Individual Receptor (MEIR) from the proposed project’s construction emissions are provided in Table 5. The results in Table 5 incorporate PDF-21, which stipulates that construction of the proposed project would include the use of Tier 3 engines with Level 3 VDEC filters for all construction equipment equal to or greater than 50 horsepower.

Equipment meeting Tier 4 standards achieves the required reductions and specifications in PDF-21 without VDECs.22
22 The Tier 4 scenario is modeled as Tier 4 Interim equipment and is included as part of Appendix A.

Furthermore, the proposed project would be built and developed in compliance with all applicable regulations. Compliance with the 2022 California Building Energy Efficiency Standards requires the installation of Minimum Efficiency Reporting Value (MERV) 13 filters, which would serve to reduce potential cancer risks and PM2.5 concentrations at the project site during project operations. The installation of MERV 14 filters, as outlined in PDF-2, surpasses the requirements mandated by the building code standards, thereby providing enhanced air filtration and improved indoor air quality during project operations.

Many heating, ventilation, and air condition (HVAC) filters available in the United States are rated for their particle removal efficiency using a laboratory test procedure described in the American Society of Heating, Refrigerating, and Air Conditioning Engineers Standard 52.2-2012, Method of Testing General Ventilation Air-Cleaning Devices for Removal Efficiency by Particle Size. Minimum removal efficiency values are used to assign HVAC filters a single efficiency metric MERV. In general, the higher the MERV for a filter, the greater the removal efficiency for one or more particle size. Single-pass outdoor-origin 418
PM2.5 removal efficiencies range from less than 10 percent for MERV 6 to over 95 percent for MERV 16 and high-efficiency particulate air (HEPA) filters.

Research has shown that buildings with positive static pressure HVAC systems with MERV 13 air filters result in a 50 percent reduction in particulates sized 0.3–1.0 microns (PM2.5 and PM10), result in an 85 percent reduction in particulates sized 1.0–3.0 microns (PM2.5 and PM10), and result in a 90 percent reduction in particulates sized 3.0–10.0 microns (PM10) when compared to outdoor levels of particulates, substantially reducing impacts from TACs for future residents included as part of the proposed project.

The efficiency rates for MERV 14 filters are summarized below:
• efficiency for particulates sized 0.3–1.0 microns (PM2.5 and PM10): ≥90 percent; • efficiency for 1.0–3.0 µm particles (PM2.5 and PM10): ≥95 percent; and • efficiency for 3.0–10.0 µm particles (PM10): ≥98 percent.

Section 2.6, Energy

The proposed residential buildings would be built all-electric (consistent with PDF-13), and the proposed project would install solar photovoltaic (PV) systems that would generate renewable energy to offset the building's energy consumption.

Additionally, the proposed project is planned to be an all-electric design (as detailed in PDF-13) and would therefore utilize more renewable energy sources during project operation compared to typical existing development.

While several of these policies are requirements at City level or voluntary, compliance with Title 24 standards, other applicable regulations, and PDF-13 would ensure that the proposed project would not conflict with any of the energy conservation policies related to the proposed project’s building, mechanical systems, and indoor and outdoor lighting.

Section 2.8, Greenhouse Gas Emissions

• Natural Gas: These emissions refer to the GHG emissions that occur when natural gas is burned on the project site. The proposed project would be built all-electric (PDF-13) and would, therefore, not result in any GHG emissions from natural gas use.

419

New Residential and Commercial Buildings
All electric appliances beginning 2026 (residential) and 2029 (commercial).

Consistent. As detailed in PDF-13 provided in the project description, the proposed project would be an all-electric development and would not include any natural gas
hookups.

Section 2.17, Transportation

T-1 Increase Residential Density (Included in the Project Description as PDF-34)

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RESPONSE TO COMMENTS
The comment letters are included as Attachment A, B, and C, respectively, of this memorandum. A list of public agencies, organizations, and individuals who commented on the Draft IS/MND is presented below.

Each comment letter has been assigned a code. Individual comments within each communication have been numbered so comments can be cross-referenced with responses. Following this list, the text of the communication is reprinted and followed by the corresponding response.

Author Code
Brent Millard…………………………………………………………………………………….……….…. MILLARD Department of Toxic Substances Control .............................................................................................. DTSC Caltrans, District 12 ...................................................................................................................... CALTRANS Letter from Brent Millard, Dated May 3, 2025
Comment MILLARD-1
First, I would like to repeat my previous comment of this development being overly dense in an already high traffic area. They should cut the number of units by 20-30% and increase parking and trees for the nesting birds and wildlife.

Response to Comment MILLARD-1
This comment is noted. This comment will be forwarded to decision-makers for consideration.

Comment MILLARD-2
Second it feels like the traffic study is extremely cherry picked. They did the study after winter holiday traffic stopped and before Valentine's Day or spring traffic. Bear street is bumper to bumper more often than they indicate. I don't know where they got the information from the previous Trinity network, but 500 cars is an extremely high estimate. In the 15 years I lived here there were never more than 100 cars in and out per day. They should be required to submit real data instead of the biased data they submitted.

Response to Comment MILLARD-2
Existing 24-hour roadway segment traffic counts were conducted on Wednesday, January 15, 2025.

Traffic counts were conducted midweek while schools in the area were in session. There were no observations made in the field that would indicate atypical traffic conditions on the count dates, such as construction activity or detour routes.

As detailed in the Focused Traffic Assessment included as Appendix H to the Draft IS/MND, the trip generation for the existing building on-site is based on the 11 th Edition Institute of Transportation
Engineers (ITE) Trip Generation Manual. The ITE Trip Generation Manual compiles data from real-world traffic studies to estimate how many trips different land uses generate. This data is collected using standardized methods at development sites and is regularly updated to reflect evolving travel patterns.

This comment does not provide substantial evidence of an impact. No revisions to the Draft IS/MND are needed.
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Letter from DTSC, Dated May 8, 2025
Comment DTSC-1
If buildings or other structures are to be demolished on any Project sites included in the proposed Project, surveys should be conducted for the presence of LBPs or products, mercury, ACMs, and polychlorinated biphenyl caulk. Removal, demolition, and disposal of any of the above-mentioned chemicals should be conducted in compliance with California environmental regulations and policies. In addition, sampling near current and/or former buildings should be conducted in accordance with DTSC’s Preliminary Endangerment Assessment (PEA) Guidance Manual.

Response to Comment DTSC-1
As discussed in Section 2.9, Hazards and Hazardous Materials, the proposed project would be required to comply with California Code of Regulations Title 22, Division 4.5, for appropriate management of hazardous materials, as well as the requirements of the EPA, Resource Conservation and Recovery Act (RCRA), DTSC, California Occupational Safety and Health Administration (Cal/OSHA), and California Department of Transportation (Caltrans).

Comment DTSC-2
DTSC recommends that all imported soil and fill material should be tested to assess any contaminants of concern meet screening levels as outlined in DTSC's PEA Guidance Manual. Additionally, DTSC advises referencing the DTSC Information Advisory Clean Imported Fill Material Fact Sheet if importing fill is necessary. To minimize the possibility of introducing contaminated soil and fill material there should be documentation of the origins of the soil or fill material and, if applicable, sampling be conducted to ensure that the imported soil and fill material are suitable for the intended land use. The soil sampling should include analysis based on the source of the fill and knowledge of prior land use. Additional information can be found by visiting DTSC’s Human and Ecological Risk Office (HERO) web page.

Response to Comment DTSC-2
It is industry standard practice to test all imported soil to ensure it will not impact future users of the site.

The project applicant understands that compliance with DTSC requirements regarding imported soil and fill material is necessary. The applicant will ensure that any imported material is tested for contaminants in accordance with DTSC’s PEA Guidance Manual and the Clean Imported Fill Material Fact Sheet.

Documentation of the source and prior land use of the material will be maintained, and representative sampling will be conducted as appropriate to confirm suitability for the intended land use. All evaluations will follow DTSC’s HERO guidance.

Letter from Caltrans, District 12, Dated June 12, 2025
Comment CALTRANS-1
To ensure safe operations, please check the capacity(s) (storage length) of the off-ramps going to Fairview Road and Bristol Street to determine whether the ramp(s) is/can accommodate the demand(s) and will not create a backup onto the freeway mainline. Additionally, to ensure safe operations, please check the capacity(s) (storage length) of the left-turn and/or right-turn pocket(s) at the intersections of the 422
on-ramp(s) to determine whether the pocket(s) is/can accommodate the demand(s) and will not backup onto the street mainline.

Response to CALTRANS-1
Project trip generation did not reach the threshold to warrant further analysis per the City's guidelines.

Based on the anticipated net reduction from the existing building on-site, the proposed project would have less of an impact than if the existing building were occupied. There is no evidence that the proposed project would exceed capacity. The on- and off-ramps and turn-pockets are anticipated to have adequate capacity. Project impacts to on- and off-ramp intersections are not expected to occur.

Comment CALTRANS-2
A traffic impact study is required for this project to include existing and future average daily traffic volumes, traffic generation including peak-hour, traffic distribution, HCM intersection analysis, along with current and projected capacities of local street, and state highways or freeways including ramps that might be impacted. Specifically, the intersection of Bristol Street and 1-405 ramps including queueing analysis on Bristol Street turning pockets to the 1-405 and the 1-405 Off-Ramps, and the intersection of Bear Street and State Route (SR) 73 ramps including queueing analysis on Bear Street turning pockets to the SR-73 ramps, and SR-73 off-ramps.

Response to CALTRANS-2
A Focused Traffic Assessment was prepared for the proposed project and is included as Appendix H to the Draft IS/MND. It was determined that the proposed project would not result in significant impacts to these intersections. No further analysis was required in accordance with the City’s guidelines.

Comment CALTRANS-3
Exhibit 6 Conceptual Landscape Plan shows a Traffic Signal and Crosswalk per Civil's Plan (#28). If this is a proposed signal, please provide synchronization analysis to ensure it will have no adverse impact on SR-73 ramps.

Response to CALTRANS-3
The proposed traffic signal would be timed and coordinated according to City requirements prior to turn on. Coordination for the corridor will be reviewed and approved by the City. The limits of coordination will be determined by the City with consultation from Caltrans as necessary. The final coordination timing plans will be reviewed and approved by both the City and Caltrans if necessary. This will ensure that no adverse impact will occur at any location along the corridor limits, including SR-73.

Comment CALTRANS-4
Bear Street currently has an existing Class II bike lane. To enhance safety and visibility of bicyclists consider installing green conflict zone striping on the existing Class II bike lane. Especially near driveways and intersections.

Response to CALTRANS-4
All signing and striping (including bike legends and green conflict zone striping) would be designed to meet City standards and would be reviewed and approved during final engineering. 423
Comment CALTRANS-5
During construction, please ensure that appropriate detours and safety measures are in place that prioritize the mobility, access, and safety of bicyclists, pedestrians, and transit users. If adjacent sidewalks or bike lanes need to be closed during construction, please ensure that closures and detours are clearly signed.

Response to CALTRANS-5
The proposed project would be required to prepare construction traffic control plans (Including detours) prior to the issuance of an encroachment permit by the City. These Construction Traffic Control plans would meet all City and State requirements for safe passage of vehicles, pedestrians, and cyclist s.

Comment CALTRANS-6
Caltrans supports the design of Complete Streets that include high-quality pedestrian, bicycle, and transit facilities that are safe and comfortable for users of all ages and abilities. Improvements may include providing secure bicycle parking, pedestrian-oriented LED lighting, wayfinding signage, and comfortable connections to nearby active transportation and/or transit facilities. Complete Streets improvements also promote regional connectivity, improve air quality, reduce congestion, promote improved first-/last-mile connections, and increase safety for all modes of transportation.

Response to CALTRANS-6
This comment is noted. The proposed project will follow all City requirements to ensure that construction of facilities to accommodate pedestrians and bicyclists. Proper signage as directed by the City will be implemented to comply with City requirements and Complete Streets requirements.

Comment CALTRANS-7
Freight Route and Access Compatibility - Although the Bear Street Residential Project is primarily residential, it is located adjacent to I-405, a major freight corridor. The project documentation should evaluate whether the existing access point on Bear Street could conflict with regional truck routes, particularly during construction. Consider incorporating design measures to minimize conflicts between haul trucks and regional freight traffic on Bear Street and nearby arterials.

Response to CALTRANS-7
This comment is noted. Bear Street is not a City-designated truck route. Furthermore, a Construction Management Plan would be developed for the proposed project and in compliance with all City requirements. The Construction Management Plan would document patterns in which trucks would access the site from regional facilities, such as I-405. As part of that process, the Construction Management Plan would evaluate and provide recommendations to ensure that there are no conflicts with regional routes, pedestrian and bicycle facilities, and construction of the proposed project.

Comment CALTRANS-8
Construction Truck Routing and Mitigation - The IS/MND notes a multi-year construction period (2025- 2028) but does not specify a detailed construction truck route plan. Given proximity to I-405 and potential congestion on Bear Street, a designated haul route plan should be provided to avoid impacts on surrounding residential and park areas, consistent with Table A of Caltrans freight guidance. 424
Response to CALTRANS-8
A Construction Truck Traffic Management Plan would be prepared as required by the City prior to the issuance of any grading and building permits. This plan would meet all State and City requirements for construction traffic.

In regard to air quality impacts related to construction routing, both the regional and localized impacts analyses considered impacts from construction trips. Construction activities would consist of three consecutive phases: (1) demolition of the existing paved surfaces and structures, clearing, and site preparation; (2) site development, including grading, utility installation, and roadway construction; and (3) vertical construction and landscaping installation (IS/MND page 4). The construction trips assumed in the analysis are shown on Appendix A page A-85. As noted in the construction trip summary, emission estimates used to support the regional air quality analysis used the model default haul trip length of 20 miles. Appendix A page A-259 shows a graphical representation of the construction routes that were used in HRA to assess the potential health risk impacts to nearby receptors. As demonstrated by the modeling results included as part of Appendix A, the majority of construction emissions would occur on-site. As health risk impacts analyzed for sensitive receptor locations within 20 feet of the project boundary would be less than significant (IS/MND page 4), health risk impacts from construction emissions at receptor locations further away from the project site would also be less significant. Because the majority of emissions from construction activities are concentrated at the project site, this statement would remain true even if the construction routes were altered. As such, the results of an analysis of air quality impacts associated with the proposed project would remain the same if analyzed using assumptions consistent with a detailed construction truck route plan.

Comment CALTRANS-9
On-Site Delivery Access -The residential design lacks clarity on how delivery and service vehicles (e.g., moving trucks, package vans, utility trucks) will circulate and access units, particularly in a high- density townhome setting. Recommend ensuring:
• Adequate turning radii for delivery trucks.
• Temporary curb loading zones that do not block travel lanes or pedestrian access. • Shared delivery package lockers or designated delivery zones to reduce repeated vehicle idling and circulation.

Response to CALTRANS-9
A truck turn analysis and exhibit (see Attachment D) was prepared specifically for Costa Mesa Sanitary District sewer utility truck access to and within the site. Furthermore, the proposed project has been designed to allow for adequate fire truck turning radii. This would also apply to delivery trucks visiting the project site. Private drives A through F would provide adequate width for truck access. Furthermore, there are four utility access road turnouts within the site. Mailboxes are located along private drive A and private drive F.

Comment CALTRANS-10
Truck Idling and Emission Controls - Project Design Feature PDF-2 includes Tier 3 construction equipment with VDECs. Caltrans recommends that all feasible off-road diesel equipment meet Tier 4 425
standards where available, especially within proximity to homes and schools, to align with environmental justice goals under AB 617 and CalEnviroScreen considerations.

Response to CALTRANS-10
As noted in a footnote included in the description of Project Design Feature PDF-1 (IS/MND page 5) and above Table 5 (IS/MND page 40), equipment meeting Tier 4 standards achieves the required reductions and specifications in PDF-2 without VDECs. As such, the developer is not precluded from using equipment meeting Tier 4 standards. It is anticipated that the developer will use a mix of equipment meeting either Tier 4 standards or Tier 3 standards with VDECs.

As shown in Table 5: Estimated Health Risks and Hazards During Project Construction, health risks associated with construction of the proposed project would be well below the applicable health risk thresholds under both the “Tier 3 with Level 3 Filers Scenario” scenario and the “Tier 4 Scenario.” As such, Tier 3 construction equipment with VDECs and equipment meeting Tier 4 standards are both health protective options. As the potential impacts from the construction of the proposed project with Tier 3 standards with VDECs would not result in a significant impact, there is no impetus to require the use of equipment meeting Tier 4 standards and the specifications outlined in Project Design Feature PDF-1 align with environmental justice goals under AB 617 and CalEnviroScreen considerations.

Comment CALTRANS-11
Freight Noise Buffering - The project includes a 12-foot sound wall adjacent to I-405. However, truck traffic from the freeway and construction activity may still produce diesel-specific noise profiles. Ensure that the wall and interior unit design include insulation strategies that account for low frequency noise associated with heavy trucks, as recommended in Table B of the guidance.

Response to CALTRANS-11
As noted, the proposed project would construct a 12-foot sound wall adjacent to I-405. In addition, the proposed project would utilize spray foam during the construction process to reduce exterior noise, as well as Sound Transmission Class (STC) rating for windows, wall assemblies, and doors. However, compliance with the CBC building code requirements for maintaining acceptable interior noise levels for multi-family residential projects would be demonstrated through the design review process and is not required as part of the CEQA analysis. An analysis of the environment’s impact on the proposed project is not a requirement of CEQA. No further response or analysis is required.

Comment CALTRANS-12
Long-Term Goods Movement Considerations - Although not industrial in nature, the project site formerly hosted a large media organization and sits at a regional node. Encourage the City to evaluate cumulative land use and goods movement compatibility as surrounding parcels evolve. This includes reviewing potential congestion, routing, and noise as infill continues along freight corridors.

Response to CALTRANS-12
This comment is noted. This comment will be taken into consideration by the City. 426
Comment CALTRANS-13
Any work performed within Caltrans right-of-way (R/W) will require discretionary review and approval by Caltrans and an encroachment permit will be required for any work within the Caltrans R/W prior to construction. Prior to submitting to Caltrans Permit's branch, applicant should fill out Applicant's Checklist to Determine Applicable Review Process (QMAP List) Form TR-0416 to determine whether project oversight/coordination with Caltrans Project Manager is needed. If coordination is not required, please submit an encroachment permit application package (EPAP) through the Caltrans Encroachment Permit System (CEPS–https://ceps.dot.ca.gov/). EPAP should include application, PE signed and stamped site- specific traffic control plan, insurance, letter of authorizations as needed, and any other relevant documents. EPAP should be submitted as early as possible to avoid any delays.

Response to CALTRANS-13
Work within the Caltrans right-of-way is not required for the proposed project. It is noted that any traffic control set up would require review and approval by Caltrans, if required.

Comment CALTRANS-14
Project plans and traffic control plans must be stamped and signed by a licensed engineer. For all plans, including traffic control plans, Caltrans R/W lines should be clearly labeled, which includes existing and proposed (if there are any changes to Caltrans R/W), the north arrow, the edge of pavement, and edge of the sidewalk, if applicable. When submitting the application, please include final Environmental Clearance Documentation, relevant design details including design exception approvals and construc tion and drainage plans, traffic control plans, traffic management plan and traffic impact study if proposed traffic delay of 30 minutes above normal recurring traffic delay is anticipated, any Caltrans R/W certifications if needed, maintenance agreement as needed, shoring plans for any excavation 5- feet or more, ADA certification, and any letter of authorizations.

Response to CALTRANS-14
This comment is noted. All engineered plans would be signed by a registered engineer as required by the City and Caltrans.
427
Attachment A:

MILLARD Comment Letter
428
Caution: This is an external email and may contain suspicious subject or content. Please take care when clicking links or opening attachments. When in doubt, please contact your IT Department
From: YEAGER, CHRISTOPHER
To: Cecilia So
Cc: Scheidel, Vanessa
Subject: FW: Notice of Intent to Adopt an IS/MND for 3150 Bear Street Project Public Review Date: Tuesday, May 6, 2025 2:49:06 PM
Attachments: image001.png
image001.png
FYI – See Below.

Chris Yeager
Senior Planner
Economic & Development Services Department
77 Fair Drive | Costa Mesa | CA 92626 | (714) 754-4883
࿏ Please consider the environment before printing this email. Thank you! “The City of Costa Mesa serves our residents, businesses and visitors while promoting a safe, inclusive, and vibrant community.”
City Hall is open to the public 8:00 a.m. to 5:00 p.m. Monday through Thursday and alternating Fridays, except specified holidays. Appointments can be made online at www.costamesaca.gov/appointments.

From: Brent Millard <[email protected]>
Sent: Saturday, May 3, 2025 7:14 PM
To: YEAGER, CHRISTOPHER <[email protected]> Subject: Re: Notice of Intent to Adopt an IS/MND for 3150 Bear Street Project Public Review Hi Chris,
Thank you for this information. I do have a couple initial comments.

First I would like to repeat my previous comment of this development being overly dense in an already high traffic area. They should cut the number of units by 20-30% and increase parking and trees for the nesting birds and wildlife.

Second it feels like the traffic study is extremely cherry picked. They did the study after winter holiday traffic stopped and before Valentine's Day or spring traffic. Bear street is bumper to bumper more often than they indicate. I don't know where they got the information from the previous Trinity network but 500 cars is an extremely high estimate. In the 15 years I lived here there were never more than 100 cars in and out per day. They should be required to submit real data instead of the biased data they submitted.

I am still reading through the documents but I wanted to submit these comments ASAP.

Thank you,
Brent

MILLARD

1 2
429
On Fri, May 2, 2025, 3:02 PM YEAGER, CHRISTOPHER
<[email protected]> wrote:

Dear Interested Parties,
This email is to inform you that a Notice of Intent (NOI) to adopt an Initial Study/Mitigated Negative Declaration (IS/MND) is now available for public review.

Project Title: 3150 Bear Street Residential
Project Location: 3150 Bear Street, Costa Mesa, CA. 92626 Review Period: May 1, 2025 to June 2, 2025
The IS/MND has been prepared in accordance with the California Environmental Quality Act (CEQA) and provides an analysis of potential environmental impacts associated with the proposed project. Based on the findings, the project would not have a significant effect on the environment with the implementation of proposed mitigation measures.

The NOI and full IS/MND document can be accessed at City Hall, Costa Mesa Library, Mesa Verde Library, or online at the following link:
https://www.costamesaca.gov/government/departments-and-divisions/economic-and- development-services/planning/environmental-notices-and-reports We encourage interested parties to review the document and submit any comments back to me by June 2, 2025.

Please feel free to forward this notice to others who may be interested. Thank you for your attention and participation in the environmental review process.

Sincerely,
Chris Yeager
Senior Planner
Economic & Development Services Department
77 Fair Drive
| Costa Mesa | CA 92626 | (714) 754-4883
࿏ Please consider the environment before printing this email. Thank you! “The City of Costa Mesa serves our residents, businesses and visitors while promoting a safe, inclusive, and vibrant community.”
City Hall is open to the public 8:00 a.m. to 5:00 p.m. Monday through Thursday and alternating Fridays,

MILLARD

430
except specified holidays. Appointments can be made online at www.costamesaca.gov/appointments.

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Report any suspicious activities to the Information Technology Department.

MILLARD

431
Attachment B:

DTSC Comment Letter
432
dtsc.ca.gov

SENT VIA ELECTRONIC MAIL
May 8, 2025
Chris Yeager
Senior Planner
City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
[email protected]
RE: MITIGATED NEGATIVE DECLARATION FOR THE BEAR STREET RESIDENTIAL PROJECT DATED May 2, 2025, STATE CLEARINGHOUSE NUMBER2025050135 Dear Chris Yeager,
The Department of Toxic Substances Control (DTSC) reviewed the Mitigated Negative Declaration (MND) for the Bear Street Residential Project (Project). MLC Holdings, LLC. proposes to develop a new residential infill community consisting of 142 for-sale townhomes ranging from approximately 1,060 to 2,218 square foot comprising 2-story detached condominiums and larger 4-story stacked flats. A Phase I Environmental Site Assessment conducted by Hillmann revealed that a cursory visual screening was performed to check for asbestos containing materials (ACMs) and lead-based paint (LBPs). The Phase I also stated the visual screening was not intended to be a comprehensive survey for the presence of ACMs and LBPs and no further testing has been conducted since. DTSC recommends and requests consideration of the following comments:

1. If buildings or other structures are to be demolished on any Project sites included in the proposed Project, surveys should be conducted for the presence of LBPs or products, mercury, ACMs, and polychlorinated biphenyl DTSC

1 433
caulk. Removal, demolition, and disposal of any of the above-mentioned chemicals should be conducted in compliance with California environmental regulations and policies. In addition, sampling near current and/or former buildings should be conducted in accordance with DTSC’s Preliminary Endangerment Assessment (PEA) Guidance Manual.

2. DTSC recommends that all imported soil and fill material should be tested to assess any contaminants of concern meet screening levels as outlined in DTSC's PEA Guidance Manual. Additionally, DTSC advises referencing the DTSC Information Advisory Clean Imported Fill Material Fact Sheet if importing fill is necessary. To minimize the possibility of introducing contaminated soil and fill material there should be documentation of the origins of the soil or fill material and, if applicable, sampling be conducted to ensure that the imported soil and fill material are suitable for the intended land use. The soil sampling should include analysis based on the source of the fill and knowledge of prior land use. Additional information can be found by visiting DTSC’s Human and Ecological Risk Office (HERO) webpage.

DTSC would like to thank you for the opportunity to comment on the MND for the Bear Street Residential Project. Thank you for your assistance in protecting California’s people and environment from the harmful effects of toxic substances. If you have any questions or would like clarification on DTSC’s comments, please respond to this letter or via our CEQA Review email for additional guidance.

Sincerely,
Tamara Purvis
Associate Environmental Planner
HWMP - Permitting Division – CEQA Unit
Department of Toxic Substances Control
[email protected]

DTSC

1 CONT
2 434
cc: (via email)
Governor’s Office of Land Use and Climate Innovation
State Clearinghouse
[email protected]
Cecilia So
Associate Director
FirstCarbon Solutions
[email protected]
Vanessa Scheidel
Project Applicant
MLC Holdings, Inc.

[email protected]
Dave Kereazis
Associate Environmental Planner
HWMP-Permitting Division – CEQA Unit
Department of Toxic Substances Control
[email protected]
Scott Wiley
Associate Governmental Program Analyst
HWMP - Permitting Division – CEQA Unit
Department of Toxic Substances Control
[email protected]
DTSC

435
Attachment C:

Caltrans Comment Letter
436

CALTRANS

437

CALTRANS

1 2
3 4
5 438

CALTRANS

7 6
8 9
439

CALTRANS

10 11
12 13
440

CALTRANS

14 441
Attachment D:

Costa Mesa Sanitary District Access Exhibit
442

CMSD SEWER ACCESS EXHIBIT
3150 BEAR STREET

COSTA MESA, CALIFORNIA
LEGEND

ACC ACCACC ACC
ACCACC

ACC ACC
ACC
1 2 3 4 5 6 7 8 9 10 11 1218 17 16 15 14 13 105 106 107 108 109 110 111 112 113 114 115 116122 121 120 119 118 117 34 33 32 31 30 29 28 27 26 25 24 2319 20 21 22
35 36 37 38 39 40 41 42 43 44 45 4650 49 48 47
123 124 125 126 127 128 129 130 131 132 134
136
137
138
139
140
141
BLDG 1
BLDG 2
BLDG 3
BLDG 8

OLYMPICAVENUE(PUBLIC)
INTERSTATE 405
BLDG 7BLDG 6
104
103
102
101
100
99 98
97 96
9594
93 92
91 90
89 88
87 86
85 133
135
142
BLDG 5
84 83 82 81 80 79 78 77 76 75 74 7369 70 71 7268 67 66 65 64 63 62 61 60 59 58 5751 52 53 54 55 56 BLDG 4

BEAR STREET
(PUBLIC)
ACCACC

ACC ACC

PRIVATE DRIVE E

PRIVATE DRIVE D

PRIVATE DRIVE A

PRIVATE DRIVE F

PRIVATE DRIVE B

PRIVATE DRIVE C
443

Bear Street Residential Project
Mitigation Monitoring and Reporting Program
City of Costa Mesa, Orange County, California
State Clearinghouse Number 2025050135
PREPARED FOR:

City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
714.754.5000
Contact: Chris Yaeger, Senior Planner
PREPARED BY:

FirstCarbon Solutions
250 Commerce, Suite 210
Irvine, CA 92602
714.508.4100
Contact: Cecilia So, Project Director
Brittany Hagen, Project Manager
June 26, 2025

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Bear Street Residential Project
Mitigation Monitoring and Reporting Program

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PREFACE
Section 21081.6 of the California Environmental Quality Act (CEQA) and CEQA Guidelines Section 15097 require a Lead Agency to adopt a Mitigation Monitoring and Reporting Program (MMRP) whenever it adopts a Mitigated Negative Declaration (MND) in conjunction with a project approval.

The purpose of the MMRP is to ensure compliance with the mitigation measures occurs during project implementation. This MMRP also includes project design features (PDFs) of the project which are to be implemented by the project applicant. The City shall enforce the implementation of these PDFs by the project applicant.

The Draft IS/MND prepared for the proposed Bear Street Residential Project (proposed project) concluded that project implementation could result in potentially significant effects on the environment and mitigation measures were incorporated into the proposed project or are required as a condition of project approval that reduce these potential impacts to a less than significant level. This MMRP documents how and when the mitigation measures adopted by the Lead Agency will be implemented and confirms that potential environmental impacts are reduced to less than significant levels as identified in the Draft IS/MND.

This document does not discuss those subjects that the environmental analysis demonstrates would result in less than significant impacts and for which no mitigation was proposed or necessary. 446

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BEAR STREET RESIDENTIAL PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM

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https://adecinnovations.sharepoint.com/sites/PublicationsSite/Shared Documents/Publications/Client (PN -JN)/4940/49400060/MMRP/49400060 Bear Street Residential Project MMRP.docx Table 1: Bear Street Residential Project Mitigation Monitoring and Reporting Program Requirements Method of Verification
Timing of
Verification
Responsible for
Verification
Verification of Completion
Date Initial

2.3 Air Quality
Project Design Features
PDF-1 Use of Clean Construction Equipment to Minimize
DPM: All off-road equipment equal to or greater than 50 horsepower shall meet either United States Environmental Protection Agency (EPA) or California Air Resources Board (ARB) Tier 3 standards with Level 3 Verified Diesel Emission Control Strategy (VDEC) filters. The project applicant shall submit a construction management plan to the City of Costa Mesa's Planning Division for review and approval prior to issuance of any grading and building permits. The construction management plan shall demonstrate that the off-road equipment used on-site to construct the proposed project would comply with these specified off-road emission standards. Off-road equipment descriptions and information included in the construction management plan may include, but are not limited to, equipment type, equipment manufacturer, equipment identification number, engine model year, engine certification (Tier rating), horsepower, and engine serial number.

Review and approval of
construction
management plan;

site inspection
Prior to the issuance
of a grading permit;

during and following
project construction
City of Costa Mesa
Planning Division;

City of Costa Mesa
Planning Division

Standard Conditions
SC AIR-1: SCAQMD Rule 403 requires the implementation of best available dust control measures during activities capable of generating fugitive dust. The proposed project must follow the standard SCAQMD rules and requirements with regard to fugitive dust control, which include, but are not limited to the following:

Inclusion in project
plans; periodic
inspection
Prior to the issuance
of grading permits;
during construction
City of Costa Mesa
Economic and
Development
Services Department

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MITIGATION MONITORING AND REPORTING PROGRAM

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https://adecinnovations.sharepoint.com/sites/PublicationsSite/Shared Documents/Publications/Client (PN -JN)/4940/49400060/MMRP/49400060 Bear Street Residential Project MMRP.docx Requirements Method of Verification
Timing of
Verification
Responsible for
Verification
Verification of Completion
Date Initial

1. All active construction areas shall be watered two times daily.

2. Speed on unpaved roads shall be reduced to less than 15 miles per hour (mph).

3. Any visible dirt deposition on any public roadway shall be swept or washed at the site access points within 30 minutes.

4. Any on-site stockpiles of debris, dirt, or other dusty material shall be covered or watered twice daily.

5. All operations on any unpaved surface shall be suspended if winds exceed 15 mph.

6. Access points shall be washed or swept daily.

7. Construction sites shall be sandbagged for erosion control.

8. Apply nontoxic chemical soil stabilizers according to manufacturers’ specifications to all inactive construction areas (previously graded areas inactive for 10 days or more).

9. Cover all trucks hauling dirt, sand, soil, or other loose materials, and maintain at least 2 feet of freeboard space in accordance with the requirements of California Vehicle Code (CVC) Section 23114.

10. Pave or gravel construction access roads at least 100 feet onto the site from the main road and use gravel aprons at truck exits.

11. Replace the ground cover of disturbed areas as quickly possible.

SC AIR-2: All interior and exterior architectural coatings used on- site during project construction must meet or exceed the VOC content limits established by SCAQMD Rule 1113. The project sponsor shall include in any construction contracts and/or subcontracts a requirement that all interior and exterior architectural coatings used in project construction meet the VOC content limits established by SCAQMD Rule 1113.

Inclusion in project
plans; periodic
inspection
Prior to construction
during contract
development; during
construction
City of Costa Mesa
Economic and
Development
Services Department

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MITIGATION MONITORING AND REPORTING PROGRAM

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Timing of
Verification
Responsible for
Verification
Verification of Completion
Date Initial

2.4 Biological Resources
MM BIO-1a: Nesting Bird Pre-construction Surveys
If ground-disturbing or vegetation-removing construction activities or tree removal is proposed during the breeding/nesting season for migratory birds (typically February 1 through September 15), a qualified Biologist shall conduct pre-construction surveys for special-status birds and other migratory birds within the construction area, including a 500-foot survey buffer, no more than 3 days prior to the start of ground-disturbing activities in the construction area.

Review and approval of
pre-construction nesting
bird survey report
prepared by a qualified
Biologist
Prior to construction
during the
appropriate breeding
season (February 1
to August 31)
City of Costa Mesa
Economic and
Development
Services Department

MM BIO-1b: Avoidance of Active Avian Nests
If an active nest is located during pre-construction surveys or at any point during the construction phase of the proposed project, a qualified Biologist shall establish a buffer around the nest using flagging tape or other barrier. The buffer shall be established at a minimum radius of 500 feet around an active raptor nest and 300 feet around an active migratory bird nest. Avoidance buffers may be altered at the discretion of the qualified Biologist depending on the location of the nest and species tolerance to human presence and construction activity. Furthermore, construction activities and personnel shall be restricted from entering the buffer area to avoid disturbance of the nest until it is abandoned or a qualified Biologist deems disturbance potential to be minimal. Additional restrictions may include alteration of the construction schedule to avoid the active nesting season.

Establishment of buffer
areas on construction
plans; monitoring of
construction site by a
qualified Biologist;
periodic site inspection
Prior to and during
construction
City of Costa Mesa
Economic and
Development
Services Department

2.5 Cultural Resources and Tribal Cultural Resources
MM CUL-1: Prior to issuance of grading permits, the City of Costa Mesa shall ensure a qualified Archaeologist who meets the Verify retention of a
qualified Archaeologist
Prior to the issuance
of grading permits;
City of Costa Mesa
Economic and

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Timing of
Verification
Responsible for
Verification
Verification of Completion
Date Initial
Secretary of the Interior’s Standards for professional archaeology has been retained for the project and shall be on-call during all demolition and grading/excavation. The qualified Archaeologist shall ensure the following measures are followed for the project.

Prior to any ground disturbance, the qualified Archaeologist, or their designee, shall provide worker environmental awareness protection training to construction personnel regarding regulatory requirements for the protection of cultural (prehistoric and historic) resources. As part of this training, construction personnel shall be briefed on proper procedures to follow should resources of a potentially cultural nature be discovered during construction.

Workers shall be provided contact information and protocols to follow in the event that inadvertent discoveries are made. The training can be in the form of a video or PowerPoint presentation.

Printed literature (handouts) can accompany the training and can also be given to new workers and contractors to avoid the necessity of continuous training over the course of the project.

Prior to any ground disturbance, the applicant shall submit a written Cultural Resources Monitoring Plan (RMP) to the City of Costa Mesa’s Development Services Director for review and approval.

The monitoring plan shall include Monitor contact information (including the qualified Archaeologist and the Native American Monitor per MM TCR-1), specific procedures for field observation, diverting and grading to protect finds, and procedures to be followed in the event of significant finds.

In the event cultural resources are discovered during any stage of project construction, all construction work within 50 feet (15 meters) of the discovered resource shall cease and the qualified Archaeologist, in collaboration with the Monitor, shall assess the and Tribal Monitor[s];

Proof of Worker
Environmental
Awareness Program
(WEAP) training;

Review and approval of
RMP; inclusion of notes
on construction plans;

Site inspection;
submittal of
documentation;

Prior to ground
disturbance;

Prior to ground
disturbance;

during demolition,
grading, and
excavation;

Development
Services Department;

City of Costa Mesa
Economic and
Development
Services Department

City of Costa Mesa
Economic and
Development
Services Department

City of Costa Mesa
Economic and
Development
Services Department
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MITIGATION MONITORING AND REPORTING PROGRAM

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Timing of
Verification
Responsible for
Verification
Verification of Completion
Date Initial
discovery. Construction activities outside the buffer zone may continue during the Monitor’s assessment.

Non-Native American (Non-TCR) Discoveries: If warranted based on the qualified Archaeologist’s evaluation of the archaeological (but non-TCR) discovery, the Archaeologist shall collect the resource and prepare a test-level report describing the results of the investigation. The test-level report shall evaluate the site including discussing the significance (depth, nature, condition, and extent of the resource), identifying final Cultural Mitigation Measures, if any, that the City of Costa Mesa’s Development Services Director shall verify are incorporated into future construction plans, and providing cost estimates.

Conjoined Archaeological and Native American (TCR)
Discoveries: If, following consultation with the Monitors, it is determined that a historic or prehistoric discovery includes Native American materials or resources, then the Monitor shall determine the appropriate treatment of the discovered TCR(s) consistent with Mitigation Measure TCR-1. The Monitor shall prepare a TCR discovery report, which may include descriptions and evaluations of the area and conditions at the site of the discovery (i.e., depth, nature, condition, and extent of the resources), as well as a discussion of the significance to the applicable Native American Tribe.

The requirements of Section 15064.5 of the CEQA Guidelines shall be followed. Construction work within the buffer area surrounding a TCR discovery shall resume only after the Monitor has (1) appropriately inventoried and documented the resource and any surrounding material of significance to the applicable Native

Site inspection and
submittal of
documentation;
incorporation of final
Cultural Mitigation
Measures, if any, into
future construction
plans

Submittal and approval
of TCR discovery
report.

During demolition,
grading, and
excavation;

During construction
activities; prior to
occupancy permits

City of Costa Mesa
Development
Services Director

City of Costa Mesa
Economic and
Development
Services Department
452

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MITIGATION MONITORING AND REPORTING PROGRAM

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Timing of
Verification
Responsible for
Verification
Verification of Completion
Date Initial
American Tribe, and (2) completed the appropriate treatment of the resource consistent with MM TCR-1.

MM TCR-1: Prior to issuance of any grading permits, the applicant shall formally retain a Native American Monitor from the Native American Tribe that is culturally and ancestrally affiliated with the project location. The applicant shall enter into a contract for monitoring services with the Gabrieleño Band of Mission Indians– Kizh Nation and Juaneño Band of Mission Indians, Acjachemen Nation-Belarde. The Tribal Monitor (the “Monitor”) shall monitor all “ground-disturbing” project activities, which includes but is not limited to: demolition, grubbing/clearing, rough grading, precise grading, mass grading, trenching, excavation, boring, auguring, and weed abatement on previously disturbed and undisturbed ground (collectively "ground-disturbing activities”). A copy of the executed contracts shall be submitted to the Costa Mesa Development Services Department prior to the issuance of any permit necessary to commence ground-disturbing activities.

The Monitor shall prepare daily monitoring logs that include descriptions of the relevant ground-disturbing activities, locations of such activities, observed soil types, and the presence or absence of Tribal cultural-related materials. Should Tribal cultural resources be discovered, monitoring logs shall identify and describe such resources, including but not limited to, Native American cultural resources as well as any discovered Native American (ancestral) human remains and burial goods. Copies of monitoring logs shall be provided to the City of Costa Mesa and maintained as confidential. In the event cultural resources are discovered during any phase of ground-disturbing activities, and it is determined by the Monitor and the qualified Archaeological Monitor, in Retention of Tribal
Monitor; submittal of
copy of executed
contract to City

Site monitoring.
inclusion of notes on
construction plans;
submittal of daily
monitoring logs

Submittal of monitoring
logs to City

Prior to the issuance
of any permits for
ground-disturbing
activity;

During ground-
disturbing activities;

Daily during ground-
disturbing activity

City of Costa Mesa
Economic and
Development
Services Department;

City of Costa Mesa
Economic and
Development
Services Department;

City of Costa Mesa
Economic and
Development
Services Department;

453

BEAR STREET RESIDENTIAL PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM

FCS 9
https://adecinnovations.sharepoint.com/sites/PublicationsSite/Shared Documents/Publications/Client (PN -JN)/4940/49400060/MMRP/49400060 Bear Street Residential Project MMRP.docx Requirements Method of Verification
Timing of
Verification
Responsible for
Verification
Verification of Completion
Date Initial
consultation with the City, to be Native American in origin, then all construction activity within 50 feet (15 meters) of the find shall cease until the Monitor can assess the find. Work shall be allowed to continue outside of the buffer zone. The Monitor shall determine the appropriate treatment of the discovered resource that is consistent with the Tribe’s cultural practices, including reinternment on-site in an appropriate area determined by the tribe in consultation with the City and the applicant, or retention of the discovered resource for educational purposes. Construction work within the buffer area surrounding a TCR discovery shall resume only after the Monitor has (1) appropriately inventoried and documented the resource and any surrounding material of significance to the Tribal nations, and (2) completed the appropriate treatment of the resource.

Monitoring for Tribal cultural resources (TCRs) shall conclude upon the City’s receipt of written confirmation from the Monitor that ground-disturbing activities with potential impacts to discovered and/or undiscovered TCRs are complete.

Submittal of written
notice of completion
from Monitor

At the conclusion of
ground-disturbing
activity and prior to
issuance of
occupancy permits

City of Costa Mesa
Economic and
Development
Services Department
Plans, Programs, and Policies
PPP CUL-1: The proposed project is required to comply with California Public Resources Code 5097.9-5097.991 (which protects Native American historical and cultural resources, and sacred sites) and Health and Safety Code Section 7050.5 (pertaining to the discovery or recognition of any human remains).

Inclusion in project
plans;

periodic site inspection
Prior to the issuance
of grading permits;

during construction
City of Costa Mesa
Economic and
Development
Services Department

PPP TCR-1: The proposed project is required to comply with California Public Resources Code 5097.9–5097.991 (which protects Native American historical and cultural resources, and sacred sites); Public Resources Code 21084.3 (avoid damaging Inclusion in project
plans;

periodic site inspection
Prior to the issuance
of grading permits;

during construction
City of Costa Mesa
Economic and
Development
Services Department

454

BEAR STREET RESIDENTIAL PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM

FCS 10
https://adecinnovations.sharepoint.com/sites/PublicationsSite/Shared Documents/Publications/Client (PN -JN)/4940/49400060/MMRP/49400060 Bear Street Residential Project MMRP.docx Requirements Method of Verification
Timing of
Verification
Responsible for
Verification
Verification of Completion
Date Initial
effects to any Tribal cultural resource); Health and Safety Code Section 7050.5 (pertaining to the discovery or recognition of any human remains).

2.6 Energy
Project Design Features
PDF-2 All-electric Development
The proposed project shall be designed as an all-electric development, which requires that all appliances installed into the proposed townhomes be electric powered and no natural gas lines shall be run to the proposed townhome buildings.

Inclusion in project
plans; site inspection
Prior to the issuance
of a grading permit;
during and following
project construction
City of Costa Mesa
Economic and
Development
Services Department

2.7 Geology and Soils
MM GEO-1: Prior to the issuance of a grading permit, the Owner/Developer shall implement the recommendations provided in Section 3, Conclusion and Preliminary Recommendations, in the Geotechnical Exploration prepared by SA Geotechnical, Inc. (SA GEO). The Exploration, included in Appendix F, is incorporated herein by reference as fully set forth in this mitigation measure.

Inclusion in project
plans; periodic site
inspection
Prior to the issuance
of a grading permit;
during construction
City of Costa Mesa
Economic and
Development
Services Department

MM GEO-2: Paleontological monitoring of excavations in
previously undisturbed surface deposits by a qualified monitor shall be required. Sediment samples from deeper excavations, borings, trenching, or grading shall be wet screened if they cannot be dry screened. The concentrate from the screening activities shall be sorted with the aid of a 10x microscope. These mitigation efforts shall be consistent with the mitigation guidelines published by the Society of Vertebrate Paleontology (2010). In the event that earth- disturbing construction-related activities uncover any
paleontological resources (i.e., bones or teeth) when a monitor is Proof of retention of a
qualified Paleontologist;

site inspection;
submittal of
documentation

Prior to the issuance
of a grading permit;

during construction

City of Costa Mesa
Economic and
Development
Services Department,

Planning Division

455

BEAR STREET RESIDENTIAL PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM

FCS 11
https://adecinnovations.sharepoint.com/sites/PublicationsSite/Shared Documents/Publications/Client (PN -JN)/4940/49400060/MMRP/49400060 Bear Street Residential Project MMRP.docx Requirements Method of Verification
Timing of
Verification
Responsible for
Verification
Verification of Completion
Date Initial
not present, those activities shall be diverted at least 15 feet away from the discovery until a qualified Paleontologist is brought on-site to assess the find for possible salvage. Construction workers shall not attempt to remove such finds. The Paleontologist shall document the discovery as needed and assess the significance of the find under the criteria set forth in CEQA Guidelines Section 15064.5. The Paleontologist shall notify the appropriate agencies to determine procedures that would be followed before construction activities are allowed to resume at the location of the find. If the applicant determines that avoidance is not feasible, the qualified Paleontologist shall prepare an excavation plan for mitigating the effect of construction activities on the discovery. The plan shall be submitted to the City of Costa Mesa Economic and Development Services Department, Planning Division for review and approval prior to implementation. The applicant shall adhere to the recommendations in the approved plan. Any significant fossils, as determined by the qualified Paleontologist, recovered shall be documented in a final report and offered to an appropriate facility for curation.

City approval of
excavation plan

Prior to resuming
construction activities

City of Costa Mesa
Economic and
Development
Services Department.

2.17 Transportation
Project Design Features
PDF-3 T-1 Increase Residential Density
This measure accounts for the Vehicle Miles Traveled (VMT) reduction achieved by a project that is designed with a higher density of dwelling units compared to the average residential density in the U.S. Increased densities affect the distance people travel and provide greater options for the mode of travel they choose. Increasing residential density results in shorter and fewer trips by single-occupancy vehicles and thus a reduction in VMT.

This project design feature would be satisfied through the project’s current design based on the number of units proposed.

456

BEAR STREET RESIDENTIAL PROJECT

MITIGATION MONITORING AND REPORTING PROGRAM

FCS 12
https://adecinnovations.sharepoint.com/sites/PublicationsSite/Shared Documents/Publications/Client (PN -JN)/4940/49400060/MMRP/49400060 Bear Street Residential Project MMRP.docx Requirements Method of Verification
Timing of
Verification
Responsible for
Verification
Verification of Completion
Date Initial

2.20 Mandatory Findings of Significance
As described above, implement SC AIR-1, SC AIR-2, PDF-1, MM BIO-1a, MM BIO-1b, MM CUL-1, MM CUL-2, MM CUL-3, MM TCR-1, PPP CUL-1, PPP TCR-1, PDF-2, MM GEO-1, MM GEO-2, and PDF-3.

457

ATTACHMENT 2
RESOLUTION NO. 2025-xx

A RESOLUTION OF CITY COUNCIL APPROVAL OF GENERAL PLAN AMENDMENT (PGPA-24-0002), TENTATIVE TRACT MAP, DESIGN REVIEW, AND DENSITY BONUS FOR A 142 DWELLING UNIT RESIDENTIAL COMMON INTEREST DEVELOPMENT AT 3150 BEAR STREET

THE CITY COUNCIL OF THE CITY OF COSTA MESA, CALIFORNIA FINDS AND DECLARES AS FOLLOWS:

WHEREAS, the City Council of the City of Costa Mesa adopted the 2015- 2035 General Plan on June 21, 2016;
WHEREAS, California Government Code Section 65358(a) authorizes the City Council to amend the General Plan if it is deemed to be in the public interest; WHEREAS, the General Plan is a long- range, comprehensive document that serves as a guide for the orderly development of the City of Costa Mesa; WHEREAS, by its very nature, the General Plan is subject to update and revision to account for current and future community needs;
WHEREAS, the application was filed by Vanesa Scheidel of Meritage Homes, authorized agent for the property owners, for the real property located at 3150 Bear Street; WHEREAS, the proposed project, is a residential common interest development on a 6.12 acre lot with 142 ownership dwelling units with a base density of 20 dwelling units per acre and a 20 percent density bonus. The applicant is requesting approval of the following:

1. General Plan Amendment (PGPA -24-0002): to amend the General Plan Land Use Element including changing the Land Use Designation of the project site from General Commercial to High Density Residential;

2. R ezone : Give first reading to an Ordinance approving the rezone of the project site from Administrative and Professional ( AP) to Multiple Family Residential (R3);

3. D esign Review : Approve the Design Review for the development of the project;

4. T entative Tract Map No.19334: Approve the Tentative Tract Map to allow for individual ownership of the units;
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Resolution No. 2025-xx Page 2 of 39

5. Density Bonus: Approve the density bonus which will provide seven very - low-income units in exchange for a 20 percent density bonus; and WHEREAS, pursuant to Costa Mesa Municipal Code (CMMC) Section 13-83.63(a) and City Council Policy 500- 2, a project screening is required for all privately -initiated General Plan Amendments;
W HEREAS, a screening provides awareness of the application to the community and gives the City Council an opportunity to offer comments on the merits and appropriateness of the proposed development before the applicant submits the formal planning application(s);
WHEREAS, a screening for General Plan Amendment (GPS-23-03) was conducted by the City Council September 3, 2024, pursuant to the requirements of City Council Policy 500-2;
WHEREAS, a General Plan Amendment is required to modify the Land Use Element’s maps, figures, text and tables to apply a High Density Residential land use designation to the subject property, as the site currently has a land use designation of General Commercial, which is not consistent with the residential development; WHEREAS, General Plan Amendment ( PGPA-24-0002), includes the following revisions to the Land Use Element, and as depicted in further details in Exhibit A attached hereto:

1. Figure LU-3 – Amend the Land Use Policy Map to account for the modified land use designations;

2. Table LU-3 – Amend the Land Use Designation Table to account for the modified land use designations;

3. Table LU-20 – Amend the General Plan Land Use 2035 table to account for the modified land use designations.

WHEREAS, based on the proposed General Plan Amendment, adoption of Ordinance No. 2025-__ for the Rezone (Attachment 3) is necessary to establish consistency between the General Plan and Zoning Code;
WHEREAS, consistent with the General Plan Amendment, the Rezone will apply the Multiple Family Residential (R3) zoning designation to the site, currently zoned Administrative 459

Resolution No. 2025-xx Page 3 of 39

and Professional (AP), with a maximum base density of 20 dwelling units per acre and a maximum of 142 units;
WHEREAS, the Design Review is a request to provide site plan and architectural details for the proposed buildings, on-site improvements as well as common open space; WHEREAS, Tentative Tract Map No. 19334 is a request to subdivide the property to allow for individual ownership of the dwelling units; WHEREAS, Density Bonus is an agreement between the City of Costa Mesa and the applicant pursuant to California Government Code Sections 65915 et. Seq to allow for additional density and incentives with the inclusion of affordable housing; WHEREAS, pursuant to the California Environmental Quality Act (CEQA), a Final Mitigated Negative Declaration (MND) including the Mitigation Monitoring and Reporting Program was prepared in compliance with CEQA and the local environmental review guidelines;
WHEREAS, the City has found that this project will generate an annual net fiscal surplus of $78,058 to the City’s General Fund per the Fiscal Impact Analysis report; WHEREAS, the Planning Commission conducted a duly-noticed public hearing on July 14, 2025 with all persons having the opportunity to speak for and against the proposal.

WHEREAS, on July 14, 2025, the Planning Commission recommended approval of the proposed project with a 5-0 vote;
NOW, THEREFORE , based on the evidence in the record and the findings contained in Exhibit A2, and subject to the conditions of approval contained within Exhibit A3 and B , and all the mitigation measures included in the Mitigation Monitoring and Reporting Program contained within Exhibit B of Attachment 1, THE CITY COUNCIL take the following actions:

1. ADOPT General Plan Amendment PGPA-24-0002 to modify the Land Use Element’s maps, figures, text and tables to apply the High Density Residential land use designation to the site with a base density of 20 dwelling units per acre, a maximum of 142 dwelling units; and

2. GIVE FIRST READING to Ordinance 2025-__ to rezone the project site to Multiple Family Residential (R3) to facilitate the residential development in substantially the form as shown in Exhibit E; and
460

Resolution No. 2025-xx Page 4 of 39

3. APPROVE the Design Review for 142-unit residential common interest development; and

4. APPROVE Tentative Tract Map No. 19334 to subdivide the property to allow for individual ownership; and

5. APPROVE the Density Bonus to authorize a 20 percent density bonus in exchange for a minimum of 5% of the base units (122) to be provided as very low income units for a period of no less than 55 years and to authorize requested incentive to deviate from the residential design guidelines and waivers related to maximum height, front setback, landscape parkways, open space, individual dwelling unit minimum lot area, and side by side unit development.

BE IT FURTHER RESOLVED that the City Council does hereby find and determine that adoption of this Resolution is expressly predicated upon the activity as described in the staff report for MND , General Plan Amendment, Rezone, Design Review, Tentative Tract Map, and Density Bonus, and upon the applicant’s compliance with each and all of the conditions in Exhibit s A3 and B, and compliance of all applicable federal, state, and local laws. Any approval granted by this resolution shall be subject to review, modification or revocation if there is a material change that occurs in the operation, or if the applicant fails to comply with any of the conditions of approval.

BE IT FURTHER RESOLVED that if any section, division, sentence, clause, phrase or portion of this resolution, or the document in the record in support of this resolution, are for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining provisions.

461

Resolution No. 2025-xx Page 5 of 39

PASSED AND ADOPTED this 5th day of August, 2025.

_____________________________
John Stephens, Mayor

ATTEST: APPROVED AS TO FORM:

________________________ _____________________________ Brenda Green, City Clerk Kimberly Hall Barlow, City Attorney

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss

CITY OF COSTA MESA )

I, BRENDA GREEN, City Clerk of the City of Costa Mesa, DO HEREBY CERTIFY that the above and foregoing is the original of Resolution No. 2025-xx and was duly passed and adopted by the City Council of the City of Costa Mesa at a regular meeting held on the 5 day of August 2025, by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

IN WITNESS WHEREOF, I have hereby set my hand and affixed the seal of the City of Costa Mesa this 5
th day of August 2025.

___________________________
Brenda Green, City Clerk

462

Resolution No. 2025-xx Page 6 of 39

EXHIBIT A

GENERAL PLAN AMENDMENT PGPA-24-0002

Amendment to Land Use Map (Figure LU-3)
Update Land Use Map by applying the High Density Residential land use designation to the site:

463

Resolution No. 2025-xx Page 7 of 39

Amendment to Land Use Designation Table (Table LU-3)

Update Table LU-3: Amend the Land Use Designation Table to account for the modified land use designations:

464

Resolution No. 2025-xx Page 8 of 39

Amendment to General Plan Land Use 2034 Table (Table LU-20)

Amend the General Plan Land Use 2035 table to account for the modified land use designations:

465

Resolution No. 2025-xx Page 9 of 39

EXHIBIT A2

FINDINGS

A. General Plan Amendment (PGPA-24-0002)

According to Costa Mesa Municipal Code Section 13- 29(g), there are no specific findings required for a General Plan Amendment. Such amendments are considered legislative actions and are subject to the discretion of the City Council. In this case, the proposed General Plan Amendment seeks to modify the Land Use Element's maps, figures, text, and tables to apply the High Density Residential designation to the site.

Below is staff's justification in support of the proposed general plan amendment:

The proposed project would contribute to the City meeting its City’s 6 thcycle
RHNA allocations.

Facts in Support: The City of Costa Mesa's 6th Cycle (2021– 2029) Housing Element identifies specific sites to meet the State- mandated Regional Housing Needs Allocation (RHNA) of 11,760 units. The proposed project site is not designated as a housing opportunity site but woul d still contribute to the City’s required RHNA allocation. Specifically, the project will provide seven very low - income units and 135 above moderate-income units.

The proposed density at 20 du/acre is appropriate given the property’s location, site size, and design of the project.

Facts in Support: The project location and design foster a pedestrian- friendly environment, allowing residents to access nearby amenities and commercial corridors. The location is appropriate because of the proximity to South Coast Plaza, Metro Pointe, and other commercial corridors along Baker Street, Bristol Street, and Paularino Avenue. The project provides options to walk or bike to retail centers, coffee shops, and entertainment uses because the internal sidewalk network connects to the existing sidewalks on Bear Street. The higher density townhome component of the project is located away from existing established neighborhoods to reduce massing impacts. In addition, the site was identified as an area for development since it was included in the Measure K zone.

B.

The proposed project complies with Costa Mesa Municipal Code Section 13 - 29(g)(11) “Rezone Findings” because:

Finding: The proposed rezone is consistent with the Zoning Code and the general plan and any applicable specific plan.
466

Resolution No. 2025-xx Page 10 of 39

Facts in Support of Finding: Consistent. The proposed rezone is consistent with the Zoning Code, the proposed General Plan amendment, and applicable planning documents. Specifically, the applicant is requesting to rezone the project site by applying the R3 zoning district. This rezone would allow for the development of the 142 dwelling unit project pursuant to the provisions of Article 1 (Residential Districts) of Chapter V of the Zoning Code.

To facilitate this rezoning, a General Plan Amendment is also proposed to formally apply the zoning districts to the site. The General Plan Amendment would modify the Land Use Element maps, figures, text, and tables to reflect the new High-Density Residential land use designation. Per Table LU -19: General Plan and Zoning Consistency of the General Plan Land Use Element, the zoning districts are considered consistent with the High- Density Residential land use designation. Therefore, the proposed rezone and General Plan Amendment align with the City’s land use framework and are necessary to support the proposed residential development.

C.

The proposed project complies with Costa Mesa Municipal Code Section 13 - 29(g)(13) – “Tentative Tract Map Findings” because:

Finding: The creation of the subdivision and related improvements is consistent with the general plan, any applicable specific plan, and this Zone Code. proposed rezone is consistent with this Zoning Code.

Facts in Support of Finding: Consistent. The creation of the subdivision aligns with the amendment land use designation of the General Plan by promoting residential ownership. Additionally, the subdivision complies with the local Zoning Code, amended zoning district, and State laws by conforming to established development regulations. The proposed map will allow for each individual unit to be sold separately.

Finding: The proposed use of the subdivision is compatible with the general plan.

Facts in Support of Finding: Consistent . The proposed development aligns with the General Plan by addressing the critical need for housing options within the community. Located near commercial corridors, this development promotes the City's goals of increasing residential density while enhancing accessibility to essential services and transportation.

Finding: The subject property is physically suitable to accommodate the subdivision in terms of type, design and density of development, and will not result in substantial environmental damage nor public health problems, based on compliance with the Zoning Code and general plan, and consideration of appropriate environmental information. 467

Resolution No. 2025-xx Page 11 of 39

Facts in Support of Finding: Consistent . The proposed project is an in- fill development and is located in an urbanized area. The site meets the minimum lot size requirement that can accommodate the density and necessary utilities.

There are no wildlife habitats or bodies of water on the site or n earby, further ensuring that the development will not result in substantial environmental damage. This strategic location allows for the efficient use of already developed land, minimizing the need for additional site disturbance, and preserving green spaces elsewhere in the community.

Finding: The design of the subdivision provides, to the extent feasible, for future passive or natural heating and cooling opportunities in the subdivision, as required by State Government Code section 66473.1

Facts in Support of Finding: Consistent. The design of the proposed development thoughtfully considers the orientation of the lot, aligning in a manner that maximizes solar exposure, ensuring natural passive heating during colder months. Each townhome unit has operable windows and doors on each side of the building, which will allow for airflow through the units, allowing for natural heating and cooling opportunities. All buildings are spaced a minimum of 10 f
eet apart, which allows for airflow between buildings
throughout the project site. Additionally, the layout incorporates various outdoor amenity areas at the center of the development and green spaces to promote natural airflow and cooling, minimizing the need for artificial heating or air conditioning. This approach reflects the principles outlined in State Government Code section 66473.1.

Finding: The division and development will not unreasonably interfere with the free and complete exercise of the public entity and/or public utility rights -of- way and/or easements within the tract.

Facts in Support of Finding: Consistent . The proposed development has been designed to ensure that all existing public entity and utility rights-of-way and easements within the subdivision remain accessible and unobstructed.

Coordination with utility providers and the City will be maintained throughout the development process to avoid any disruptions and ensure that essential services can continue to operate efficiently.

Finding: The discharge of sewage from this land division into the public sewer system will not violate the requirements of the State Regional Water Quality Control Board pursuant to Division 7 (commencing with State Water Code sect ion 13000).

Facts in Support of Finding: Consistent. The discharge of sewage from this infill project into the existing public sewer system will not violate the requirements of the State Regional Water Quality Control Board pursuant to Division 7 of the 468

Resolution No. 2025-xx Page 12 of 39

D.

State Water Code (commencing with Section 13000), as the project site is currently served by existing utilities with adequate capacity, and the proposed development will not exceed the design limitations of the existing sewer infrastructure or treatment facilities.

The proposed project complies with Costa Mesa Municipal Code Section 13- 29(g)(14) – “Design Review Findings” because:

Finding: The project complies with the City of Costa Mesa Zoning Code and meets the purpose and intent of the residential design guidelines, which are intended to promote design excellence in new residential construction, with consideration being given to compatibility with the established residential community. This design review includes site planning, preservation of overall open space, landscaping, appearance, mass and scale of structures, location of windows, varied roof forms and roof plane breaks, and any other applicable design features.

Facts in Support of Finding: Consistent . The proposed project complies with the Zoning Code and meets the purpose and intent of the residential design guidelines. The proposed development has been designed with modern craftsmen features including varied roof forms, horizontal and vertical articulation, and the scale has been kept as low as possible by incorporating the fourth floor into the roof. The placement of the attached units has been kept as far as possible from the existing established single-family dwellings and privacy and light impacts have been considered.

Finding: The visual prominence associated with the construction of a two- story house or addition in a predominantly single-story neighborhood has been reduced through appropriate transitions between the first and second floors and the provision of second floor offsets to avoid unrelieved two-story walls.

Facts in Support of Finding: Consistent . Although the project exceeds 2- stories (waiver requested), the project provides appropriate transitions to reduce visual prominence. The project includes construction of a multiple- family neighborhood with attached townhomes and detached single- family unit s. The
neighborhood will be constructed with two- story homes and four -story townhomes. The proposed two- story detached dwellings have been designed with traditional architectural elements including stucco and wood siding, a variety roof forms, and articulation in the form of entries. Plan 1 includes a second floor which is stepped back from the first floor at the front elevation. Plan 2 includes a front porch on the first floor, which provides relief on the front elevation. The plan also includes other architectural elements which provide transitions between the first and second floor, including a trellis above the garage and a band wrapping the home. While the rear elevations of the units do not offer second story offsets, landscaping is used to soften the appearance of the structures and to screen the 469

Resolution No. 2025-xx Page 13 of 39

E.

development from the established neighborhoods to the east and south of the project site. In addition, the units are modestly sized with the rear and side walls not exceeding 30 feet in width. The units feature gable roofs which range from 27 feet in height to 20 feet in height, which also reduces the build of the structures.

A concession is requested and discussed further below in the Density Bonus section to deviate from the design guidelines. The detached units buffer the existing neighborhoods from the attached units.

Finding: As applicable to affordable multi-family housing developments, the project complies with the maximum density standards allowed pursuant to the general plan and provides affordable housing to low or very-low income households, as defined by the California Department of Housing and Community Development. The project includes long-term affordability covenants in compliance with state law.

Facts in Support of Finding: Consistent. The proposed development includes 142 residential ownership units including seven very low-income units for no less than 55 years. The project complies with the maximum density standards allowed pursuant to the proposed General Plan in that the base density is 20 dwelling units per acre which is permitted. The inclusion of the affordable units provides the project a 20 percent density bonus, which would allow for 147 dwelling units on the property. The project proposes four less than the maximum allowed and therefore complies with density standards.

The proposed project complies with Title 13, Section 13-29(g)(3), of the Costa Mesa Municipal Code “Density Bonus Findings” because:

Finding: The request is consistent with State Government Code section 65915 et. seq. regarding density bonuses and other incentives, the general plan, any applicable specific plan, and Chapter IX special regulations, Article 4 density bonuses and other incentives.

Facts in Support of Finding: Consistent . The requested density bonus is consistent in that the applicants are requesting a 20 percent density bonus with the inclusion of 5 percent very -low-
income units (7 units). Pursuant to the
Government Code, the request allows the developer to request one concession and unlimited waivers. The request also allows the developer to utilize reduced parking ratios as established by the government code. The request is consistent with General Plan Land Use Land Use Policies LU -

1.3, 6.1, 7.1, and Housing
Element Policies HOU-2.1, 3.2, 3.4.

Finding: The requested density bonus and incentive or concession constitute the minimum amount necessary to provide housing at the target rents or sale prices and/or a child care facility.

Facts in Support of Finding: Consistent . The requested density bonus would allow the project to develop up to 147 dwelling units with the 20 percent density 470

Resolution No. 2025-xx Page 14 of 39

bonus. The project proposed 142 units while still including the 5 percent units dedicated to very low -income units. The requested concession is a request to deviate from the design guidelines. The concession request constitutes the minimum deviation necessary to allow for the project to provide seven affordable units at the very low-income level.

Finding: The granting of the incentive or concession is required in order to provide for affordable housing costs, as defined in Health and Safety Code section 50052.5 or for rents for the targeted units.

Facts in Support of Finding: Consistent. The requested concession is related to the residential design guidelines. Strict compliance with these design standards would reduce the interior square footage of the units, which are already modest in size, thereby reducing their functionality and increasing the costs of the development. Furthermore, requiring offsets on all elevations would increase design complexity, construction costs, and potentially result in a reduction in the number of units achievable on the site. As such, the enforcement of the standard would physically preclude the applicant from constructing the density bonus units permitted under state law because the market rate units subsidize the affordable units. Therefore, the requested concession is necessary to physically accommodate the density, including the affordable units.

Finding: The granting of the incentive or concession and/or the waiver or reduction of development standards does not have a specific, adverse impact, as defined in paragraph (2) of subdivision (d) of Government Code section 65589.5 upon health, safety, or the physical environment, and for which there is no feasible method to satisfactorily mitigate or avoid the specific adverse impact.

Facts in Support of Finding: Consistent. The requested waivers are for maximum building height, front setback, landscaped parkways, open space, individual unit lot area, and side-by-side units. The requested concession is related to design guidelines related to second-story design. The requested waivers are minimal in that they will not impact the circulation or safety of the proposed development. The waivers are necessary to increase the number of units on the site to meet the density afforded per the density bonus. The buildings will be required to be constructed in compliance with the Building Code. Therefore, granting the waivers will have no negative impacts on the health, safety, or physical environment of the project site.

Finding: The granting of the incentive or concession and/or the waiver or reduction of development standards does not have an adverse impact on any real property that is listed in the California Register of Historical Resources.

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Resolution No. 2025-xx Page 15 of 39

Facts in Support of Finding: Consistent. The proposed project is not located in proximity to real property listed in the California Register of Historic Resources and will therefore have no impacts.

F. The project has been reviewed for compliance with the California Environmental Quality Act (CEQA), the CEQA Guidelines, and the City’s environmental procedures.

An Initial Study/Mitigated Negative Declaration (IS/MND) was prepared for the proposed project, pursuant to CEQA. All environmental topics analyzed in the IS/MND would not result in significant environmental impacts with implementation of the mitigation measures identified in the Mitigation Monitoring and Reporting Program as well as implementation of City standard conditions of approval/code requirements.

G. Mitigation measures from the Final MND including Mitigation Monitoring and Reporting Program have been included as Exhibit B of Attachment 1. If any of these mitigation measures are removed or substantially modified, the Planning Commission must make a recommendation to City Council for their consideration of the removed or modified mitigation measures. The City Council must then make a finding that the removed or modified mitigation measures will not result in significant environmental impacts.

H. The project, as conditioned, is consistent with Chapter XII, Article 3, Transportation System Management, of Title 13 of the Costa Mesa Municipal Code in that the development project’s traffic impacts would be mitigated at all affected intersections by the payment of traffic impact fees and as may be further required by terms and conditions of the Development Agreement.

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EXHIBIT A3

CONDITIONS OF APPROVAL
Plng. 1. General Plan Amendment PGPA -24-0002, Rezone, Design Review, Tentative Tract Map 19334, and Density Bonus shall comply with the conditions of approval, code requirements, special district requirements, and mitigation measures of the MND for this project. Mitigation Measures from the MND for this project have been included as Exhibit B to Attachment 1 and have been incorporated into these conditions
. If any of these
conditions are removed or substantially modified, the City Council must make a finding that the project will not result in significant environmental impacts

2. The expiration of the Planning Application shall coincide with the expiration of the approval of the Tentative Tract Map No. 19334 which is valid for two years. An extension request is needed to extend the expiration for each additional year after the initial two-year period.

3. The conditions of approval, including Mitigation Measures incorporated as Exhibit B to Attachment 1 , code requirements, and special district requirements of General Plan Amendment PGPA-24-0002, Rezone, Design Review, Tentative Tract Map No. 19334, and Density Bonus Agreement shall be blueprinted on the face of the site plan as part of the plan check submittal package.

4. The project is subject to compliance with all applicable Federal, State, and local laws. A copy of the applicable Costa Mesa Municipal Code requirements has been forwarded to the Applicant and, where applicable, the Authorized Agent, for reference.

5. The project shall be limited to the type of buildings as described in this staff report and in the attached plans. Any change in the use, size, or design shall require review by the Planning Division and may require an amendment to the application.

6. If any section, division, sentence, clause, phrase or portion of this resolution is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining provisions.

7. The owner shall contract with a waste disposal company that will provide full on-site trash, recyclable, and organics collection. Access for disposal collection shall be provided in designated waste areas as identified in the project plans. There shall be no storage of trash bins or cans on public 473

Resolution No. 2025-xx Page 17 of 39

streets with the exception of temporary use of the right -of-way for rolling containers or loading to large trash trucks.

8. No modification(s) of the approved building elevations including, but not limited to, changes that increase the building height, removal of building articulation, or a change of the finish material(s), would be made during construction without prior Planni
ng Division written approval. Failure to
obtain prior Planning Division approval of the modification could result in requirement of the applicant to (re)process the modification through a discretionary review process, or modify the construction drawings to reflect the approved plans.

9. Permits are required for all signs according to the provisions of the Costa Mesa Sign Ordinance. Freestanding signs are subject to review and approval by the Planning Division/Development Services Director to ensure compatibility in terms of size, height,
and location with the
proposed/existing development and existing freestanding signs in the project vicinity.

10. The proposed project is required to comply with California Public Resources Code 5097.9- 5097.991 (which protects Native American historical and cultural resources, and sacred sites) and Health and Safety Code Section 7050.5 (pertaining to the discovery or recognition of any human remains). [PPP CUL-1]

11. The proposed project is required to comply with California Public Resources Code 5097.9 –5097.991 (which protects Native American historical and cultural resources, and sacred sites); Public Resources Code 21084.3 (avoid damaging effects to any Tribal cultural resource); Health and Safety Code Section 7050.5 (pertaining to the discovery or recognition of any human remains). [PPP TCR-1]

12. The subject property’s ultimate finished grade level may not be filled/raised in excess of 30 inches above the finished grade of any abutting property. If additional dirt is needed to provide acceptable on-site storm water flow to a public street, an alter native means of accommodating that drainage shall be approved by the City’s Building Official prior to issuance of any grading or building permits. Such alternatives may include subsurface tie - in to
public storm water facilities, subsurface drainage collection systems and/or sumps with mechanical pump discharge in-lieu of gravity flow. If mechanical pump method is determined appropriate, said mechanical pump(s) shall continuously be maintained in working order. In any case, development of subject property shall preserve or improve the existing pattern of drainage on abutting properties.

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13. The applicant shall defend, indemnify, and hold harmless the City, its elected and appointed officials, agents, officers and employees from any claim, legal action, or proceeding (collectively referred to as “proceeding”) brought against the City, its elected and appointed officials, agents, officers or employees arising out of, or which are in any way related to, the applicant’s project, or any approval granted by City related to the applicant’s project. The indemnification shall include, but not be limited to, damages, fees and/or costs awarded against the City, if any, and cost of suit, attorney’s fees, and other costs, liabilities and expenses incurred in connection with such proceeding whether incurred by the applicant, the City and/or the parties initiating or bringing such proceeding. This indemnity provision shall include the applicant’s obligation to indemnify the City for all the City’s costs, fees, an d damages that the City incurs in enforcing the indemnification provisions set forth in this section. City shall have the right to choose its own legal counsel to represent the City’s interests, and applicant shall indemnify City for all such costs incurred by City.

14. To avoid an alley-like appearance, the private streets and driveways shall not be developed with a center concrete swale. The final landscape concept plan shall indicate the landscape palette and the design/material of paved areas, and the landscape/hardsc
ape plan shall be approved by the
Planning Division prior to issuance of building permits.

15. All utilities servicing irrigation, project lighting and other commonly serving improvements, shall either be provided by a common meter on each phase or by (a) common meter(s) that is the shared responsibility for all property owners in the development pr oject. The CC&Rs or other organizational documents shall include verbiage requiring the common meters for the life of the development project.

16. On-site lighting shall be provided in all parking areas, vehicular access ways, and along major walkways. The lighting shall be directed onto driveways and walkways within the project and away from dwelling units and adjacent properties to minimize light and glare impacts, and shall be of a type approved by the Development Services Director.

17. SCAQMD Rule 403 requires the implementation of best available dust control measures during activities capable of generating fugitive dust. The proposed
project must follow the standard SCAQMD rules and
requirements with regard to fugitive dust control, which include, but are not limited to the following:
1) All active construction areas shall be watered two times daily. 2) Speed on unpaved roads shall be reduced to less than 15 miles per hour (mph).
3) Any visible dirt deposition on any public roadway shall be swept or washed at the site access points within 30 minutes.
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4) Any on-site stockpiles of debris, dirt, or other dusty material shall be covered or watered twice daily.
5) All operations on any unpaved surface shall be suspended if winds exceed 15 mph.
6) Access points shall be washed or swept daily.
7) Construction sites shall be sandbagged for erosion control. 8) Apply nontoxic chemical soil stabilizers according to manufacturers’ specifications to all inactive construction areas (previously graded areas inactive for 10 days or more).
9) Cover all trucks hauling dirt, sand, soil, or other loose materials, and maintain at least 2 feet of freeboard space in accordance with the requirements of California Vehicle Code (CVC) Section 23114. 10) Pave or gravel construction access roads at least 100 feet onto the site from the main road and use gravel aprons at truck exits. 11) Replace the ground cover of disturbed areas as quickly possible. [SC AIR-1]

18. Adequate watering techniques shall be employed to partially mitigate the impact of construction-generated dust particulates. Portions of the project site that are undergoing earth moving operations would be watered such that a crust is formed on the ground surface and then watered again at the end of the day.

19. The project shall provide a minimum seven (7) affordable units. The affordable units shall be evenly distributed throughout all unit types and unit sizes, and throughout the buildings.

20. Prior to issuance of any temporary certificate of occupancy, or certificate of occupancy, the traffic signal shall be installed, and resident amenities including BBQ area and playground shall be constructed and installed as provided in the application.

21. With the exception of personal deliveries being provided to residents, operational and construction truck deliveries shall not occur anytime between the hours of 8:00 pm and 7:00 am.

22. All garages shall be provided with automatic garage door openers.

23. Second, third, and fourth floor windows shall be designed and placed to minimize direct lines -of-sight into windows on adjacent neighboring properties and units, and to minimize visibility into abutting residential side and rear yards. Every effort shall be made to maintain the privacy of abutting property owners. Prior to issuance of a building permit, applicant shall provide a window placement study demonstrating compliance with this condition. Prior to final planning inspection, additional screening vegetation may be required to meet the intent of the condition.
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24. The following project design feature shall be incorporated into the project.

All off-road equipment equal to or greater than 50 horsepower shall meet either United States Environmental Protection Agency (EPA) or California Air Resources Board (ARB) Tier 3 standards with Level 3 Verified Diesel Emission Control Strategy (VDEC) filters. The project applicant shall submit a construction management plan to the City of Costa Mesa's Planning Division for review and approval prior to issuance of any grading and building permits. The construction management plan shall demonstrate that the off-road equipment used on-site to construct the proposed project would comply with these specified off -road emission standards. Off -road equipment descriptions and information included in the construction management pl an may include, but are not limited to, equipment type, equipment manufacturer, equipment identification number, engine model year, engine certification (Tier rating), horsepower, and engine serial number. [PDF-1]

25. If ground-disturbing or vegetation-removing construction activities or tree removal is proposed during the breeding/nesting season for migratory birds (typically February 1 through September 15), a qualified Biologist shall conduct pre- construction surveys for special -status bird s and other migratory birds within the construction area, including a 500- foot survey buffer, no more than 3 days prior to the start of ground-disturbing activities in the construction area. [MM BIO-1a]

26. If an active bird nest is located during pre -construction surveys or at any point during the construction phase of the proposed project, a qualified Biologist shall establish a buffer around the nest using flagging tape or other barrier. The buffer shall be established at
a minimum radius of 500 feet
around an active raptor nest and 300 feet around an active migratory bird nest. Avoidance buffers may be altered at the discretion of the qualified Biologist depending on the location of the nest and species tolerance to human presence and construction activity. Furthermore, construction activities and personnel shall be restricted from entering the buffer area to avoid disturbance of the nest until it is abandoned or a qualified Biologist deems disturbance potential to be minim
al. Additional restrictions may
include alteration of the construction schedule to avoid the active nesting season. [MM BIO-1b]

27. The following project design feature shall be incorporated into the project.

The proposed project shall be designed as an all -electric development, which requires that all appliances installed into the proposed townhomes be electric powered and no natural gas lines shall be run to the proposed townhome buildings. [PDF-3]

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28. The proposed increased residential density shall not be reduced. This measure accounts for the Vehicle Miles Traveled (VMT) reduction achieved by a project that is designed with a higher density of dwelling units compared to the average residential density in the U.S. Increased densities affect the distance people travel and provide greater options for the mode of travel they choose. Increasing residential density results in shorter and fewer trips by single- occupancy vehicles and thus a reduction in VMT. [PDF-3 T-1]

29. An access easement shall be recorded to allow for pedestrians to cross through the property from the Olympic Avenue pedestrian gate to the public right of way at Bear Street.

30. If the project includes phased construction, then the open space , recreational facilities, and parking shall be developed in proportion to the number of dwelling units intended to be developed during any given stage of construction under the direction of the Planning Division.

31. All new residential units constructed as part of the proposed project shall be equipped with positive static pressure forced heating, ventilation, and air conditioning (HVAC) systems. These systems shall include high-efficiency air filtration using Minimum Efficiency Reporting Value (MERV) 14 filters or higher in the air intake. The project applicant shall submit HVAC system specifications and a mechanical plan to the City of Costa Mesa's Planning Division for review and approval prior to the issuance of any building permits. The submitted documentation shall demonstrate that the HVAC systems are designed to maintain positive indoor air pressure and are equipped with MERV 14 or higher filters. Documentation may include, but is not limited to, HVAC system design drawings, filter specifications, manufacturer certifications, and calculations verifying positive pressure performance.

Bldg. 32. Plans shall be prepared under the supervision of a registered California Architect or Engineer. Plan shall be stamped and signed by the registered California Architect or Engineer.

33. If soil contamination exists, then remediation plans shall be submitted to both the Building Division and the County of Orange for review, approval and issuing a permit. Building permit(s) shall not be issued until the soil is certified as clean and usable by a Soil’s Engineer.

34. For construction or improvements that encroach within Public Utility Easements, the applicant shall provide written approvals from the utility companies associated with that easement.

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35. Submit precise grading plans, an erosion control plan and a hydrology study. A precise grading plan shall not be required if any of the following are met: 1) An excavation which does not exceed 50 CY on any one site and which is less than 2 ft in vertical depth, or which does not create a cut slope greater than 1 ½:1 (excluding foundation area). 2) A fill less than 1 foot in depth placed on natural grade with a slope flatter than 5:1, which does not exceed 50 CY on any one lot and does not obstruct a drainage course. 3) A fill less than 3 ft in depth, not intended to support structures, which does not exceed 50 CY on any one lot and does not obstruct a drainage course. Prior to issuing the Building permit, the rough grading certificate shall be submitted to the Building Division.

Eng. 36. Comply with the requirements contained in the letter prepared by the City Engineer (Exhibit B)

37. Proposed storm drain facilities shall be constructed pursuant to the City of Costa Mesa Master Drainage Plan.

38. The project shall fulfill drainage ordinance fee requirements prior to approval of final maps and plans.

39. Private on-site drainage facilities and parkway culverts or drains will not be maintained by the City and shall be maintained by the owner or developer of the property. Private lateral connections to City storm drains shall require a hold harmless agreement prior to issuance of grading or building permits.

Trans 40. All parking stalls shall follow the City’s Parking Design Standards unless otherwise approved.

Fire 41. All fire apparatus roads shall be constructed of a solid surface (no pavers) approved by CMFR and the Planning Division.

42. Fire lanes and fire apparatus turnarounds shall be in place and operational before combustible construction takes place.

43. If a phased building construction method is implemented, all fire hydrants, fire lanes, and fire apparatus turnarounds that serve the phase(s) of construction shall be operational before combustible construction takes place.

44. Fire apparatus or hose pull access to existing buildings shall be maintained where previously required or an alternate fire access plan shall be submitted to the Fire & Rescue Department for formal review and approval before the site is modified.

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PRIOR TO ISSUANCE OF A DEMOLITION OR GRADING PERMIT
Plng 45. A comprehensive asbestos and lead -based paint (LBP) survey shall be conducted at the project site. Any project -related demolition activities that have the potential to expose construction workers and/or the public to asbestos-containing material (ACM) or LBP shall be conducted in accordance with applicable regulations, including, but not limited to:
 South Coast Air Quality Management District’s (SCAQMD’s) Rule 1403  California Health and Safety Code (Section 39650 et seq.)  The California Occupational Safety and Health Administration (Cal/OSHA) Administration Regulations (California Code of Regulations [CCR] Title 8, Section 1529 [Asbestos] and Section 1532.1 [Lead])  Code of Federal Regulations (CFR) (Title 40, Part 61 [asbestos]; Title 40, Part 763 [asbestos]; Title 40, Part 745 [lead]; and Title 29, Part 1926 [asbestos and lead])
 U.S. Environmental Protection Agency’s (EPA’s) Lead Renovation, Repair and Painting Program Rules and Residential Lead- Based Paint Disclosure Program
Sections 402, 404, and 403, as well as Title IV of the Toxic Substances Control Act (TSCA).

46. Prior to the issuance of a grading permit, the Owner/Developer shall implement the recommendations provided in Section 3, Conclusion and Preliminary Recommendations, in the Geotechnical Exploration prepared by SA Geotechnical, Inc. (SA GEO). The Exploration, included in Appendix F, is incorporated herein by reference as fully set forth in this mitigation measure. [MM GEO-1]

47. The precise grading plan shall clearly show the lowest and highest point of the development. The lowest point of the finished surface elevation of either the ground, paving or sidewalk within the area between the building and the property line, or when the property line is more than five (5) feet from the building, between the building and a line five (5) feet from the building.

48. Prior to or concurrent with submittal of plans for grading, building plan check, and/or submittal of the final subdivision map for engineering plan check, the applicant shall prepare and submit documentation for compliance with the State Water Resources Control Board (SWRCB) Water Quality Order 99- 08-
DWQ; National Pollutant Discharge Elimination
System (NPDES) Permit No. WQ 2022-0057-DWQ, CAS000002 for Storm Water Discharges Associated with Construction Activity (General Permit); the Santa Ana Regional Water Quality Control Board (Santa Ana RWQCB) Order No. R8- 2009-0030, as amended by Order No. R8- 2010-0062 (NPDES Permit No. CAS618030); and the City’s Ordinance No. 97 -20 for compliance with the NPDES permit. Such documentation shall include a Storm Water Pol lution Prevention Plan (SWPPP) if over one acre and a 480

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Water Quality Management Plan (WQMP) identifying and detailing the implementation of applicable best management practices (BMPs).

49. All interior and exterior architectural coatings used on -site during project construction must meet or exceed the VOC content limits established by SCAQMD Rule 1113. The project sponsor shall include in any construction contracts and/or subcontracts a requirement that all interior and exterior architectural coatings used in project construction meet the VOC content limits established by SCAQMD Rule 1113. [SC AIR-2]

50. Applicant shall contact the South Coast Air Quality Management District (SCAQMD) at (800) 288- 7664 for potential additional conditions of development or for additional permits required by the district.

51. The construction contractor is required to recycle/reuse at least 65 percent of the construction material including, but not limited to, soil, mulch, vegetation, concrete, lumber, metal, and cardboard, and to use “green building materials” such as those materials that are rapidly renewable or resource-efficient, and recycled and manufactured in an environmentally friendly way, as specified in the California Department of Resources Recycling and Recovery (CalRecycle) Sustainable (Green) Building Program.

52. Prior to issuance of grading permits, developer shall identify to the Development Services Director or designee a construction relations officer to act as a community liaison concerning on-
site activity, including
resolution of issues related to dust gener ation from grading/paving activities.

53. Prior to issuance of grading permits, developer shall submit for review and approval a Construction Management Plan. This plan features methods to minimize disruption to the neighboring uses to the fullest extent that is reasonable and practicable. The plan shall include construction parking and vehicle access and specifying staging areas and delivery and hauling truck routes. The plan should mitigate disruption during construction. The truck route plan shall preclude truck routes through residential areas and major truck traffic during peak hours. The total truck trips to the site shall not exceed 200 trucks per day (i.e., 100 truck trips to the site plus 100 truck trips from the site) unless approved by the Development Services Director or Transportation Services Manager.

54. Paleontological monitoring of excavations in previously undisturbed surface deposits by a qualified monitor shall be required. Sediment samples from deeper excavations, borings, trenching, or grading shall be wet screened if they cannot be dry screened. The concentrate from the screening activities shall be sorted with the aid of a 10x microscope. These mitigation efforts 481

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shall be consistent with the mitigation guidelines published by the Society of Vertebrate Paleontology (2010). In the event that earth- disturbing construction-related activities uncover any paleontological resources (i.e., bones or teeth) when a monitor is not present, those activities shall be diverted at least 15 feet away from the discovery until a qualified Paleontologist is brought on- site to assess the find for possible salvage.

Construction workers shall not attempt to remove such finds. The Paleontologist shall document the discovery as needed and assess the significance of the find under the criteria set forth in CEQA Guidelines Section 15064.5. The Paleontologist shall notify the appropriate agencies to determine procedures that would be followed b efore construction activities are allowed to resume at the location of the find. If the applicant determines that avoidance is not feasible, the qualified Paleontologist shall prepare an excavation plan for mitigating the effect of construction activities on the discovery. The plan shall be submitted to the City of Costa Mesa Economic and Development Services Department, Planning Division for review and approval prior to implementation. The applicant shall adhere to the recommendations in the approved plan.

Any significant fossils, as
determined by the qualified Paleontologist, recovered shall be documented in a final report and offered to an appropriate facility for curation. [MM GEO- 2]

55. Prior to issuance of grading permits, the City of Costa Mesa shall ensure a qualified Archaeologist who meets the Secretary of the Interior’s Standards for professional archaeology has been retained for the project and shall be on-
call during all demolition and grading/excavation. The qualified Archaeologist shall ensure the following measures are followed for the project.
1) Prior to any ground disturbance, the qualified Archaeologist, or their designee, shall provide worker environmental awareness protection training to construction personnel regarding regulatory requirements for the protection of cultural (prehistoric and hi storic) resources. As part of this training, construction personnel shall be briefed on proper procedures to follow should resources of a potentially cultural nature be discovered during construction. Workers shall be provided contact information and proto cols to follow in the event that inadvertent discoveries are made. The training can be in the form of a video or PowerPoint presentation. Printed literature (handouts) can accompany the training and can also be given to new workers and contractors to avoid the necessity of continuous training over the course of the project. 2) Prior to any ground disturbance, the applicant shall submit a written Cultural Resources Monitoring Plan (RMP) to the City of Costa Mesa’s Development Services Director for review and approval. The monitoring plan shall include Monitor contact information (including the qualified Archaeologist and the Native American Monitor per MM TCR -1), 482

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specific procedures for field observation, diverting and grading to protect finds, and procedures to be followed in the event of significant finds. 3) In the event cultural resources are discovered during any stage of project construction, all construction work within 50 feet (15 meters) of the discovered resource shall cease and the qualified Archaeologist, in collaboration with the Monitor, shall assess the discovery. Construction activities outside the buffer zone may continue during the Monitor’s assessment.
4) Non-Native American (Non- TCR) Discoveries: If warranted based on the qualified Archaeologist’s evaluation of the archaeological (but non-TCR) discovery, the Archaeologist shall collect the resource and prepare a test -level report describing the results of the investigation.

The test -
level report shall evaluate the site including discussing the significance (depth, nature, condition, and extent of the resource), identifying final Cultural Mitigation Measures, if any, that the City of Costa Mesa’s Development Services Director shall verify are incorporated into future construction plans, and providing cost estimates.
5) Conjoined Archaeological and Native American (TCR) Discoveries:

If, following consultation with the Monitors, it is determined that a historic or prehistoric discovery includes Native American materials or resources, then the Monitor shall determine the ap propriate treatment of the discovered TCR(s) consistent with Mitigation Measure TCR -1.

The Monitor shall prepare a TCR discovery report, which may include descriptions and evaluations of the area and conditions at the site of the discovery (i.e., depth, nature, condition, and extent of the resources), as well as a discussion of the significance to the applicable Native American Tribe.
6) The requirements of Section 15064.5 of the CEQA Guidelines shall be followed. Construction work within the buffer area surrounding a TCR discovery shall resume only after the Monitor has (1) appropriately inventoried and documented the resource and any surrounding material of significance to the applicable Native American Tribe, and (2) completed the appropriate treatment of the resource consistent with MM TCR-1. [MM CUL-1]

56. Prior to issuance of any grading permits, the applicant shall formally retain a Native American Monitor from the Native American Tribe that is culturally and ancestrally affiliated with the project location. The applicant shall enter into a contract for monitoring services with the Gabrieleño Band of Mission Indians–Kizh Nation and Juaneño Band of Mission Indians, Acjachemen Nation-Belarde. The Tribal Monitor (the “Monitor”) shall monitor all “ground- disturbing” project activities, which includes but is not limited to: demolition, grubbing/clearing, rough grading, precise grading, mass grading, trenching, excavation, boring, auguring, and weed abatement on previously disturbed and undisturbed ground (collectively "ground-disturbing activities”). A copy 483

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of the executed contracts shall be submitted to the Costa Mesa Development Services Department prior to the issuance of any permit necessary to commence ground-disturbing activities.

The Monitor shall prepare daily monitoring logs that include descriptions of the relevant ground- disturbing activities, locations of such activities, observed soil types, and the presence or absence of Tribal cultural-related materials. Should Tribal cultural resources be discovered, monitoring logs shall identify a
nd describe such resources, including but not limited to, Native American cultural resources as well as any discovered Native American (ancestral) human remains and burial goods. Copies of monitoring logs shall be provided to the City of Costa Mesa and maintained as confidential. In the event cultural resources are discovered during any phase of ground- disturbing activities, and it is determined by the Monitor and the qualified Archaeological Monitor, in consultation with the City, to be Native American in origin, then all construction activity within 50 feet (15 meters) of the find shall cease until the Monitor can assess the find. Work shall be allowed to continue outside of the buffer zone. The Monitor shall determine the appropriate treatment of the disc
overed resource that is
consistent with the Tribe’s cultural practices, including reinternment on-site in an appropriate area determined by the tribe in consultation with the City and the applicant, or retention of the discovered resource for educational p
urposes. Construction work within the buffer area surrounding a TCR discovery shall resume only after the Monitor has (1) appropriately inventoried and documented the resource and any surrounding material of significance to the Tribal nations, and (2) comp
leted the appropriate
treatment of the resource.

Monitoring for Tribal cultural resources (TCRs) shall conclude upon the City’s receipt of written confirmation from the Monitor that ground-disturbing activities with potential impacts to discovered and/or undiscovered TCRs are complete. [MM TCR-1]

Bldg 57. Prior to the Building Division (AQMD) issuing a demolition permit the applicant shall contact South Coast Air Quality Management District located at: 21865 Copley Dr. Diamond Bar, CA 91765- 4178 Tel: 909- 396-2000 Or Visit their web site
http://www.costamesaca.gov/modules/showdocument.aspx?documentid= 23381 The Building Div. will not issue a demolition permit until an Identification no. is provided by AQMD.

58. Demolition permits for existing structure(s) shall be obtained and all work and inspections completed prior to final building inspections. Applicant is notified that written notice to the Air Quality Management District may be required ten (10) days prior to demolition.

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59. Prior to the issuance of grading permits, submit a precise grading plan, an erosion control plan and a hydrology study. A precise grading plan shall not be required if any of the following are met: (1) An excavation which does not exceed 50 CY on any one site and which is less than 2 ft in vertical depth, or which does not create a cut slope greater than 1 ½:1 (excluding foundation area); (2) A fill less than 1 foot in depth placed on natural grade with a slope flatter than 5:1, which does not exceed 50 CY on any one lot and does not obstruct a drainage course; and (3) A fill less than 3 ft in depth, not intended to support structures, which does not exceed 50 CY on any one lot and does not obstruct a drainage course.

60. Prior to the issuance of grading permits, submit a soils report for this project.

Soil’s Report recommendations shall be blueprinted on both the architectural and the precise grading plans.

61. The ground adjacent immediately to the foundation shall be slopes away from the building at a slope of not less than 5% for a minimum distance of 10 feet measured perpendicular to the face of the wall CBC sec. 1804.3.

See also exception. ii- On graded sites the top of exterior foundation shall extend above the elevation of the street gutter at point of discharge or the inlet of an approved discharge devise a minimum of 12 inches plus 2 percent California Building Code sec. 1808.7.4 i- On graded sites the top of exterior foundation shall extend above the elevation of the street gutter at point of discharge or the inlet of an approved discharge devise a minimum of 12 inches plus 2 percent. California Residential Code CRC 403.1.7.3 ii - Lots shall be graded to drain surface water away from foundation walls. The grade shall fall a minimum of 6 inches within the first 10 feet.

PRIOR TO ISSUANCE OF A BUILDING PERMIT
Plng. 62. Prior to issuance of building permits, the applicant shall contact the U.S.

Postal Service with regard to location and design of mail delivery facilities.

Such facilities shall be shown on the site plan, landscape plan, and/or floor plan.

63. In compliance with the Map Act, p rior to issuance of building permits, the applicant shall provide proof of recordation of Tentative Tract Map No. 19334.

64. Provide a noise study to be reviewed and approved by the Planning Division prior to issuance of building permits. If present and/or projected exterior noise exceeds 60 CNEL, California Noise Insulation Standards, Title 25, California Code of Regulations require a maximum interior noise level of 45 CNEL for residential structures. If required interior noise levels are achieved by requiring that windows be inoperable or closed, the design for the structure must also specify the means that will be employed to

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provide ventilation, and cooling if necessary, to provide a habitable interior environment.

65. Address assignment shall be requested from the Planning Division prior to submittal of working drawings for plan check. The approved address of individual units, suites, buildings, etc., shall be blueprinted on the site plan and on all floor plans in the working drawings.

66. The applicant shall contact the current cable company prior to issuance of building permits to arrange for pre- wiring for future cable communication service.

67. Prior to issuance of building permits, a final landscape plan shall be incorporated into the building permit plan set indicating the landscape palette and the design/material of paved areas shall be submitted for review and approval by the Planning Division. The private streets shall also be enhanced with pervious pavers, colored stamped concrete, or other treatment to the satisfaction of the Development Services Director. The plan shall meet the requirements set forth in Costa Mesa Municipal Code Sections 13-101 through 13- 108, shall be required as part of the project plan check review and approval process. Plans shall be forwarded to the Planning Division for final approval prior to issuance of building permits.

68. Prior to the issuance of any building permits, the applicant shall enter into a Density Bonus Agreement with the City, consistent with the requirements of State Density Bonus Law and the City's applicable regulations. The Agreement shall detail the number, type, location, and affordability level of all required affordable units, as well as any development incentives, concessions, waivers, or parking reductions granted under the density bonus provisions. The Agreement shall be subject to review and approval by the City Attorney’s Office prior to execution and recordation against the property and shall be for a minimum of 55 years.

69. Subject to exceptions to allow for ADA paths of travel or other specific purposes identified by the applicant’s landscape architect, all landscaped areas shall be separated from paved vehicular areas by 6” high continuous Portland Cement Concrete curbing.

70. The landscaping of this project shall comply with the City’s landscaping requirements and any applicable guidelines (i.e. Water Efficient Landscape Guidelines). The final landscape plan shall meet tree count, tree selection, shrub count, groundcover and turf requirements per the City’s Zoning Code.

71. Prior to the issuance of a building permit, the applicant shall install permanent physical barriers such as bollards, guardrails, fences, or raised curbs and concrete wheel stops at the front edge of all parking spaces 486

Resolution No. 2025-xx Page 30 of 39

adjacent to sidewalks and common use open space. Concrete wheel stops shall be installed 2’-0” from the front edge of open parking spaces, or where applicable, landscape planters shall be increased 2’ -0” to allow curbing to serve as a wheel stop. These bar riers shall be designed and placed to prevent vehicle overhang from encroaching into the project walkways, public sidewalk areas, and common use open areas, and shall comply with all accessibility standards. The design, materials, and placement shall be su
bject to review of the City Engineer and Planning Division to ensure compatibility with the residential development and surrounding streetscape.

72. No exterior roof access ladders, roof drain scuppers, or roof drain downspouts are permitted. This condition relates to visually prominent features of scuppers or downspouts that not only detract from the architecture but may be spilling water from overhead without an integrated gutter system which would typically channel the rainwater from the scupper/downspout to the ground. An integrated downspout/gutter system which is painted to match the building would comply with the condition. This condition shall be completed under the direction of the Planning Division.

73. Prior to the issuance of Building Permits, the Applicant shall submit a Lighting Plan and Photometric Study for the approval of the City’s Development Services Department. The Lighting Plan shall demonstrate compliance with the following: (a) Lighting design and layout shall limit spill light to no more than 0.5-foot candle at the property line of the surrounding neighbors, consistent with the level of lighting that is deemed necessary for safety and security purposes on site. (b) Glare shields may be required for select light standards.

74. Trash facilities shall be screened from view, and designed and located appropriately to minimize potential noise and odor impacts to residential areas.

75. All on-site utility services shall be installed underground or screened on the roof (e.g., satellite dishes), in which case such utility services shall be obscured from view.

76. The parking area and pedestrian paths shall be equipped with lighting of sufficient power to illuminate and make easily discernable the appearance and conduct of all persons on or about the site.

77. Transformers, backflow preventers, and any other approved above- ground utility improvement shall be located outside of the required street setback area and shall be screened from view, under direction of Planning staff.

Any deviation from this requirement shall be subject to review and approval of the Development Services Director. Installation of all new utility meters shall be performed in a manner so as to obscure the installation from view 487

Resolution No. 2025-xx Page 31 of 39

from any place on or off the property. The installation shall be in a manner acceptable to the public utility and shall be in the form of a vault, wall cabinet, or wall box under the direction of the Planning Division.

78. Plans shall show method of screening for all ground -mounted equipment (backflow prevention devices, Fire Department connections, electrical transformers, etc.). With the exception of back -flow prevention devices, ground-mounted equipment shall not be located in any landscaped setback visible from the street and shall be screened from view, under the direction of Planning Staff.

79. Any mechanical equipment such as air -conditioning equipment and duct work shall be screened from view in a manner approved by the Planning Division.

80. Prior to building permit issuance, the applicant shall submit a comprehensive utilities plan that shows utility design, undergrounding and required dedications/easements. The plan will be reviewed by both the City’s Building Division and Public Works Department.

81. In addition to required Parkland Impact Fee’s, the owner shall submit a one- time community benefit payment of $250,000.00 to be used for the sole purpose of improving Shiffer Park.

Bldg. 82. Comply with the requirements of the latest edition of the California Building Code, California Residential Code, California Electrical Code, California Mechanical Code , California Plumbing Code , California Green Building Standards Code and California Energy Code (or the applicable adopted California Building Code, California Residential Code California Electrical Code, California Mechanical Code California Plumbing Code, California Green Building Standards and California Energy Code at the time of plan submittal) and California Code of Regulations also known as the California Building Standards Code, as amended by the City of Costa Mesa.

83. Prior to issuing the Building permit, the rough grading certificate shall be submitted to the Building Division.

84. A freeway health risk assessment (HRA) shall be submitted to the City prior to issuance of permits. The project shall incorporate project design recommendations including but not limited to the installation of MERV 13 or MERV 14 air filters as outlined in the HRA.

85. Prior to issuance of permits, the plans shall include 200 cubic feet of storage for each unit outside of the living space (ie. within the garages)

488

Resolution No. 2025-xx Page 32 of 39

86. Applicant shall provide proof of establishment of a homeowners association prior to release of any utilities prior to selling any of the units as condominiums.

87. Prior to issuance of building permits, the applicant shall provide the Conditions, Covenants, and Restrictions (CC&Rs) to the Development Services Director and City Attorney’s office for review. The CC&Rs must be in a form and substance acceptable to, and shall be approved by the Development Services Director and City Attorney’s office.

A. The CC&Rs shall contain provisions requiring that the maintenance or homeowner’s association effectively manage parking and contract with a towing service to enforce the parking regulations.

B. The CC&Rs shall also contain provisions related to use, preservation and maintenance of the common streets and open space areas in perpetuity by the maintenance or homeowner’s association.

C. The CC&Rs shall contain restrictions requiring residents to park vehicles in the garage spaces provided for each unit. Storage of other items may occur only to the extent that vehicles may still be parked within the required garage spaces.

D. The CC&Rs shall contain a notice that the open parking space shall be unassigned and available for visitors.

E. The CC&Rs shall be limited to the ground rules related to:
architectural control over future building modifications or additions, architectural design and guidelines for the property, and engagement in alternative dispute resolution before filing a law suit to resolve conflicts.

F. The CC&Rs shall contain provisions requiring that the Homeowner’s Association or Maintenance Association submit a signed affidavit to the City of Costa Mesa on an annual basis to certify the following:
• The two-car garages in the residential community are being used for vehicle parking by the resident(s).
• The vehicle parking areas within the garage are not obstructed by storage items, including but not limited to, toys, clothing, tools, boxes, equipment, etc.
• The resident(s) have consented to voluntary inspections of the garage to verify the parking availability, as needed.

The form and content of the affidavit shall be provided by the City Attorney’s office. Failure to file the annual affidavit is considered a violation of this condition.

G. The CC&Rs shall contain provisions prohibiting the storage of Recreational vehicles or Boats on the site
489

Resolution No. 2025-xx Page 33 of 39

H. The CC&Rs shall contain provisions prohibiting residents from parking their vehicles on Olympic Avenue or surrounding streets within the existing neighborhood to the east.

I. The CC&Rs shall contain provisions requiring compliance with the City’s short term rental ordinance.

J. The CC&Rs shall contain provisions relating to the operation of the pedestrian gate at Olympic Avenue and pedestrian access through the property.

Fire 88. All new family dwellings are required to be equipped with an automatic fire protection system made in accordance with either NFPA 13, NFPA 13D or NFPA 13R (Ladder pads may be needed for some of the design depending on your approach). For the alarm, each sy stem will be required to add an exterior audible notification device (Fire Bell. Adopted and amended from the 2022 fire code) and shall be interconnected with the smoke detectors in each unit.

Trans 89. Fulfill mitigation of off-site traffic impacts at the time of issuance of building permits by submitting the required Traffic Impact Fee to the City Transportation Division according to the prevailing schedule of charges adopted by the City Council. The Traffic Impact Fee is calculated based on the average daily trip net generation of trip ends for the proposed project, including a credit for existing uses. At the current rate, the Traffic Impact Fee is estimated at approximately $136,000. NOTE: The Traffic Impact Fee will be recalculated at the time of issuance of building permits based upon applicable project changes or applicable prevailing schedule of charges as adopted by the City Council.

90. Fulfill the San Joaquin Hills Transportation Corridor Fee Ordinance requirement at the time of issuance of the building permit by submitting the required fee to the City Transportation Division. At the current rates for the proposed uses, the corridor fees are estimated at approximately $182,000, and will be recalculated at the time of issuance of building permits based upon applicable project changes.

91. Submit plans to design and construct a new traffic signal at the Bear Street/Project Driveway including the required underground conduit and fiber optic signal interconnect improvements to provide traffic signal communications to the City’s main network at the Traffic Management Center (TMC). Meet with the City Transportation Services Division to discuss necessary traffic signal and fiber optic signal interconnect improvements and for design review and approval.

92. Provide a written operations plan for the opening and closing of the pedestrian gate on the easterly project site frontage where connection to 490

Resolution No. 2025-xx Page 34 of 39

Olympic Avenue is proposed. Ensure the pedestrian gate is open daily during daytime hours or other hours as identified by City staff.

93. Submit plans to design and construct the closure of the northerly Shiffer Park Driveway and provide landscaping improvements and provide a new pedestrian sidewalk connection between the proposed new traffic signal and the internal park walking paths. Meet
with the City’s Engineering
Division and Parks Maintenance Division for design review and approval.

PRIOR TO FINAL INSPECTION/OCCUPANCY
Plng. 94. The applicant shall contact the Planning Division to arrange Planning inspection of the site prior to the release of occupancy/utilities. This inspection is to confirm that the conditions of approval and code requirements have been satisfied.

95. Prior to final inspection, street addresses shall be visible from the public street and may be displayed either on the front door, on the fascia adjacent to the main entrance, or on another prominent location. Numerals shall be a minimum six (6) inches in height with not less than one- half-inch stroke and shall contrast sharply with the background.

Play
Area

96. Prior to occupancy, the applicant shall submit a letter stating that any play equipment that is installed has been inspected by a person authorized by the manufacturer, that the equipment has been installed per manufacturer’s specifications, and that it complies with the minimum playground safety regulations adopted by the State of California (California Code of Regulations, Title 22, Division 4, Chapter 22).

CODE REQUIREMENTS
The following list of federal, state and local laws applicable to the project has been compiled by staff for the applicant’s reference. Any reference to “City” pertains to the City of Costa Mesa.

Bldg. 1. Comply with the requirements of the adopted California Building Code, California Electrical Code, California Mechanical Code, California Plumbing Code, California Green Building Standards, California Energy Code, and California Code of Regulations also kno
wn as the California Building
Standards Code, as amended by the City of Costa Mesa at the time of plan submittal or permit issuance. Requirements for accessibility to sites, facilities, buildings and elements by individuals with disability shall comply with chapter 11B of the California Building Code. A change of occupancy shall require compliance with the Disabled access requirements of chapter 11B of the California Building Code.

491

Resolution No. 2025-xx Page 35 of 39

2. Plans shall be prepared under the supervision of a registered California Architect or Engineer. Plan shall be stamped and signed by the registered California Architect or Engineer.

3. All noise-generating construction activities shall be limited to 7 a.m. to 7 p.m. Monday through Friday and 9 a.m. to 6 p.m. on Saturday. Noise- generating construction activities shall be prohibited on Sunday and the following federal holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

4. Prior to issuance of a building permit, the City’s Building and Fire Departments shall review the proposed development plans to determine compliance with all building and safety and fire codes, and to ensure safety, suitable occupancy and the necessary occupant ingress and egress.

5. Maximum allowable area of new and additions shall be determined in accordance with the applicable provisions of California Building Code.

6. Maximum area of exterior wall openings shall be determined in accordance with the applicable provisions of California Building Code.

7. Comply with the City’s fence and wall standards including the inclusion of visibility triangles.

Fire 8. Comply with the requirements of the 2022 California Fire Code, including the reference standards, as adopted and amended by Costa Mesa Fire & Rescue.

Bus.

Lic.

9. All contractors and subcontractors must have valid business licenses to do business in the City of Costa Mesa. Final inspections, final occupancy and utility releases will not be granted until all such licenses have been obtained.

SPECIAL DISTRICT REQUIREMENTS
AQMD 10. Prior to the Building Division (AQMD) issuing a demolition permit, contact South Coast Air Quality Management District located at:
21865 Copley Dr
Diamond Bar, CA 91765-4178
Tel: 909-396-2000
OR
Visit their web site:
http://www.costamesaca.gov/modules/showdocument.aspx?documentid= 23381
The Building Division will not issue a demolition permit until an identification number is provided by AQMD.

492

Resolution No. 2025-xx Page 36 of 39

Sani. 11. It is recommended that the developer contact the Costa Mesa Sanitary District at (949) 645-8400 for current district requirements.

Water 12. Applicant is reminded that additional conditions of development may be imposed by Mesa Consolidated Water District (949) 631-1200 and/or other serving utilities. Subject to approval by the board of directors, Mesa Consolidated Water District may require payment of a developer impact fee prior to installation of water service or construction of required master plan facilities.

Customer shall contact the Mesa Water District – Engineering Desk and submit an application and plans for project review. Customer must obtain a letter of approval and a letter of project completion from Mesa Water District.

School 13. Pay applicable Newport Mesa Unified School District fees to the Building Division prior to issuance of building permits.

CDFA 14. Comply with the requirements of the California Department of Food and Agriculture (CDFA) to determine if red imported fire ants exist on the property prior to any soil movement or excavation. Call CDFA at 1- 888- 4FIREANT for information.

493

Resolution No. 2025-xx Page 37 of 39

EXHIBIT B

ENGINEERING CONDITIONS OF APPROVAL

Provided Under Separate Cover

494

Resolution No. 2025-xx Page 38 of 39

EXHIBIT C

PROJECT PLANS

Provided Under Separate Cover

495

Resolution No. 2025-xx Page 39 of 39

EXHIBIT D
TENTATIVE TRACT MAP NO. 19334

Provided Under Separate Cover

496

EXHIBIT B TO
ATTACHMENT 2
497
498
499
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:8.1.2024
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025A0.0 COVER SHEET

BEAR STREET

COSTA MESA, CALIFORNIA

DEVELOPER INFORMATION
MERITAGE HOMES, INC.
5 PETERS CANYON ROAD
IRVINE, CA 92606
CONTACT: JOHANNA CROOKER
PHONE: (949) 299-3847
EMAIL: [email protected]

CONSULTANT INFORMATION

KTGY ARCHITECTURE & PLANNING
17911 VON KARMAN AVENUE, SUITE 200
IRVINE, CA 92614
CONTACT: ALAN SCALES
PHONE: (949) 221-6256
EMAIL: [email protected]
ARCHITECTURE:

X ENGINEERING & CONSULTING, INC.
6 HUTTON CENTRE DRIVE, SUITE 650
SANTA ANA, CA 92707
CONTACT: ERIC LISSNER
PHONE: (714) 474-1609
EMAIL: [email protected]
CIVIL:

C2 COLLABORATIVE LANDSCAPE ARCHITECTURE
100 AVENIDA MIRAMAR
SAN CLEMENTE, CA 92672
CONTACT: SUNDAE LIU
PHONE: (949) 366-6624 x732
EMAIL: [email protected]
LANDSCAPE ARCHITECTURE:

EXHIBIT C TO
ATTACHMENT 2
500

PROJECT
SITE
Architecture + Planning
888.456.5849
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.19.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025A1.0 SHEET INDEX
COMMUNITY CONTEXT (1:300)

SHEET INDEX

ARCHITECTURE
A0.0 COVER SHEET
A1.0 SHEET INDEX

PRODUCT A - FOUR-STORY STACKED FLATS
AA2.0 B1000 - 10-PLEX - PERSPECTIVES
AA2.1 B1000 - 10-PLEX - ELEVATIONS
AA2.2 B1000 - 10-PLEX - BUILDING PLANS
AA2.3 B1000 - 10-PLEX - BUILDING PLANS
AA2.4 B1000 - 10-PLEX - BUILDING PLANS
AA3.0 B1600 - 16-PLEX - PERSPECTIVES
AA3.1 B1600 - 16-PLEX - ELEVATIONS
AA3.2 B1600 - 16-PLEX - ELEVATIONS
AA3.3 B1600 - 16-PLEX - BUILDING PLANS
AA3.4 B1600 - 16-PLEX - BUILDING PLANS
AA3.5 B1600 - 16-PLEX - BUILDING PLANS
AA4.0 B1800 - 18-PLEX - PERSPECTIVES
AA4.1 B1800 - 18-PLEX - ELEVATIONS
AA4.2 B1800 - 18-PLEX - ELEVATIONS
AA4.3 B1800 - 18-PLEX - BUILDING PLANS
AA4.4 B1800 - 18-PLEX - BUILDING PLANS
AA4.5 B1800 - 18-PLEX - BUILDING PLANS
AA5.0 PLANS 1 & 3 - UNIT PLANS
AA5.1 PLANS 2 & 4 - UNIT PLANS
AA6.0 COLOR AND MATERIAL BOARD

PRODUCT B - TWO-STORY DETACHED CONDOS
AB2.0 PLAN 3060 - PERSPECTIVES
AB2.1 PLAN 3060 - ELEVATIONS
AB3.0 PLAN 3522 - PERSPECTIVES
AB3.1 PLAN 3522 - ELEVATIONS
AB4.0 PLAN 3060 - UNIT PLAN
AB4.1 PLAN 3522 - UNIT PLAN
AB5.0 COLOR AND MATERIAL BOARD
AC1.0 SOLAR SHADE STUDY
AC1.1 SOLAR SHADE STUDY
AC2.0 LINE OF SIGHT EXHIBIT
AC2.1 LINE OF SIGHT EXHIBIT
AD1.0 PERSPECTIVE RENDERING
AD1.1 PERSPECTIVE RENDERING
AD1.2 PERSPECTIVE RENDERING
AD1.3 PERSPECTIVE RENDERING
AD1.4 PERSPECTIVE RENDERING
AD1.5 PERSPECTIVE RENDERING
CIVIL
C-1 - TITLE SHEET
C-2 - EXISTING CONDITIONS
C-3 - TENTATIVE TRACT MAP
C-4 - SECTIONS
C-5 - CONCEPTUAL GRADING PLAN
C-6 - CONCEPTUAL UTILITY PLAN
C-7 - FIRE ACCESS SITE PLAN

LANDSCAPE
L-1 CONCEPTUAL LANDSCAPE PLAN
L-2 DESIGN IMAGERY
L-3 OPEN SPACE ENLARGEMENT PLAN
L-4 CONCEPTUAL WALL AND FENCE PLAN
L-5 CONCEPTUAL SITE AMENITIES & WALL AND FENCE DETAILS
L-6 PRELIMINARY IRRIGATION PLAN
L-7 PRELIMINARY PLANTING PLAN
L-8 CONCEPTUAL PLANTING PALETTE
501
Architecture + Planning
888.456.5849
ktgy.com

BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025NTSAA2.0 B1000 - 10-PLEX

PERSPECTIVES
1 - FRONT
2 - REAR
NTS
COLOR SCHEME 2 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AA7.0 FOR MORE INFORMATION. 502
T.O.

PLATE
FF
FF
9'-1" 10'-1"
T.O.

PLATE
FF
10'-1"
T.O.

PLATE
±52'-0"

OVERALL BUILDING HEIGHT
T.O.

PLATE
FF
9'-1"
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 8 1632AA2.1 B1000 - 10-PLEX

ELEVATIONS
SCALE: 1/8" = 1'-0"

MATERIAL LEGEND

1. FLAT TILE ROOFING

2. STUCCO

3. VERTICAL LAP SIDING

4. TRIM

5. FAUX VENT

6. DECORATIVE AWNING

7. TRELLIS

8. METAL RAILING

9. SECTIONAL GARAGE DOOR

10. WALL LIGHT WITH SIGNAGE

11. ENTRY DOOR

12. VINYL WINDOW

13. UTILITY CLOSET

14. FIRE RISER
3 - REAR
1 - FRONT
2 42
KEY SITE PLAN: 1/32" = 1'-0"
33 1
32 9
8 12 10
1 1
5 11
122
7 67
COLOR SCHEME 2 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AA7.0 FOR MORE INFORMATION. 4 4 - LEFT
2 - RIGHT
14 13
PLAN 1
PLAN 3
PLAN 4
PLAN 2
503
PLAN 2
-
PLAN 4
-
119'-10"
2"22'-0"2"22'-0"2"22'-0"2"12'-0"14'-5"
PLAN 1
-
PLAN 3
-
PLAN 1R
-
PLAN 3R
-
PLAN 1
-
PLAN 3
-
PLAN 2R
-
PLAN 4R
-
58'-6"
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
12'-0" 2" 14'-5"
PLAN 2
-
PLAN 1
-
PLAN 1R
-
PLAN 1
-
17 DN
17 UP
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 DN
17 UP
17 DN
PLAN 2
-
PLAN 1
-
PLAN 1R
-
PLAN 1
-
PLAN 2R
-
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025

FIRST FLOOR
0 4 816

SECOND FLOOR
AA2.2 B1000 - 10-PLEX

BUILDING PLANS
SCALE: 1/8" = 1'-0"
PLAN 1
PLAN 3
PLAN 4
PLAN 2
504
PLAN 4
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
17 UP
17 DN
17 DN
17 UP
17 DN
17 UP
17 DN
17 UP
17 UP
17 DN
PLAN 4
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
PLAN 4R
-
PLAN 4
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
PLAN 4R
-
17 DN
17 DN
17 DN
17 DN
17 DN
PLAN 4
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
Architecture + Planning
888.456.5849
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 4 816

FOURTH FLOOR

THIRD FLOOR
AA2.3 B1000 - 10-PLEX

BUILDING PLANS
SCALE: 1/8" = 1'-0"
PLAN 1
PLAN 3
PLAN 4
PLAN 2
505
6:12
VALLEY
RIDGE
4:12
3:12
6:12
6:12
6:12
RIDGE
RIDGE
RIDGE
RIDGE
RIDGE
4:124:12
4:124:124:12
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
6:12
VALLEY
4:12
3:12
6:12
6:12
6:12
RIDGE
RIDGE
4:12
4:12
4:12
VALLEY
VALLEY
VALLEY
Architecture + Planning
888.456.5849
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 4 816

ROOF PLAN
AA2.4 B1000 - 10-PLEX

BUILDING PLANS
SCALE: 1/8" = 1'-0"
506
Architecture + Planning
888.456.5849
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025NTSAA3.0 B1600 - 16-PLEX

PERSPECTIVES
NTS
1 - FRONT
2 - REAR
COLOR SCHEME 1 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AA7.0 FOR MORE INFORMATION. 507
T.O.

PLATE
FF
FF
9'-1" 10'-1"
T.O.

PLATE
FF
10'-1"
T.O.

PLATE
±52'-0"

OVERALL BUILDING HEIGHT
T.O.

PLATE
FF
9'-1"
Architecture + Planning
888.456.5849
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 8 1632AA3.1 B1600 - 16-PLEX

ELEVATIONS
3 2 4
3 2
1 KEY SITE PLAN: 1/32" = 1'-0"
SCALE: 1/8" = 1'-0"
3 - REAR
1 - FRONT
4 32
9 8 6
12 10
71 1
5 6
11 122
7 COLOR SCHEME 1 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AA7.0 FOR MORE INFORMATION.

MATERIAL LEGEND

1. FLAT TILE ROOFING

2. STUCCO

3. VERTICAL LAP SIDING

4. TRIM

5. FAUX VENT

6. DECORATIVE AWNING

7. TRELLIS

8. METAL RAILING

9. SECTIONAL GARAGE DOOR

10. WALL LIGHT WITH SIGNAGE

11. ENTRY DOOR

12. VINYL WINDOW

13. UTILITY CLOSET

14. FIRE RISER
PLAN 1
PLAN 3
PLAN 4
PLAN 2
508
Architecture + Planning
888.456.5849
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 8 1632AA3.2 B1600 - 16-PLEX

ELEVATIONS
SCALE: 1/8" = 1'-0"
4 - LEFT
2 - RIGHT
2 42
KEY SITE PLAN: 1/32" = 1'-0"
33 1
COLOR SCHEME 1 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AA7.0 FOR MORE INFORMATION.

MATERIAL LEGEND

1. FLAT TILE ROOFING

2. STUCCO

3. VERTICAL LAP SIDING

4. TRIM

5. FAUX VENT

6. DECORATIVE AWNING

7. TRELLIS

8. METAL RAILING

9. SECTIONAL GARAGE DOOR

10. WALL LIGHT WITH SIGNAGE

11. ENTRY DOOR

12. VINYL WINDOW

13. UTILITY CLOSET

14. FIRE RISER
14 13
PLAN 1
PLAN 3
PLAN 4
PLAN 2
509
PLAN 2
-
PLAN 4
-
PLAN 1R
-
PLAN 3R
-
186'-4"
12'-0"2"22'-0"2"22'-0"2"22'-0"2"22'-0"2"22'-0"2"22'-0"2"14'-5" PLAN 1
-
PLAN 3
-
PLAN 1R
-
PLAN 3R
-
PLAN 1
-
PLAN 3
-
PLAN 3R
-
PLAN 1R
-
PLAN 3
-
PLAN 1
-
PLAN 2R
-
PLAN 4R
-
58'-6"
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
2" 14'-5"2" 12'-0"
17 DN
17 UP
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 DN
17 UP
17 DN
PLAN 2
-
PLAN 1R
-
PLAN 1
-
PLAN 1R
-
PLAN 1
-
PLAN 1R
-
PLAN 1
-
PLAN 2R
-
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025

FIRST FLOOR
0 4 816

SECOND FLOOR
AA3.3 B1600 - 16-PLEX

BUILDING PLANS
SCALE: 1/8" = 1'-0"
PLAN 1
PLAN 3
PLAN 4
PLAN 2
510
17 UP
17 DN
17 DN
17 UP
17 DN
17 UP
17 DN
17 UP
17 DN
17 UP
17 DN
17 UP
17 DN
17 UP
17 UP
17 DN
PLAN 4
-
PLAN 3R
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
PLAN 4R
-
17 DN
17 DN
17 DN
17 DN
17 DN
17 DN
17 DN
17 DN
PLAN 4
-
PLAN 3R
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
PLAN 4R
-
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 4 816

FOURTH FLOOR

THIRD FLOOR
AA3.4 B1600 - 16-PLEX

BUILDING PLANS
SCALE: 1/8" = 1'-0"
PLAN 1
PLAN 3
PLAN 4
PLAN 2
511
6:12
VALLEY
RIDGE
4:12
3:12
6:12
6:12
6:12
RIDGE
RIDGE
RIDGE
RIDGE
RIDGE
4:124:124:12
4:124:124:124:12 VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
RIDGE 4:124:12
VALLEY
VALLEY
RIDGE4:124:12
VALLEY
VALLEY
VALLEY
RIDGE
4:124:12VALLEY
VALLEY
RIDGE
4:124:12
6:12
3:12
6:12
6:12
3:12
6:12
6:12
6:12
RIDGE
VALLEY
VALLEY
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 4 816

ROOF PLAN
AA3.5 B1600 - 16-PLEX

BUILDING PLANS
SCALE: 1/8" = 1'-0"
512
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date: 2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025NTSAA4.0 B1800 - 18-PLEX

PERSPECTIVES
NTS
1 - FRONT
2 - REAR
COLOR SCHEME 2 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AA7.0 FOR MORE INFORMATION. 513
T.O.

PLATE
FF
FF
9'-1" 10'-1"
T.O.

PLATE
FF
10'-1"
T.O.

PLATE
±52'-0"

OVERALL BUILDING HEIGHT
T.O.

PLATE
FF
9'-1"
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 8 1632AA4.1 B1800 - 18-PLEX

ELEVATIONS
3 - REAR
1 - FRONT
432
9 8 6
12 10
SCALE: 1/8" = 1'-0"
71 1
5 6
11 122
7 3
2 4
3 2
1 KEY SITE PLAN: 1/32" = 1'-0" COLOR SCHEME 2 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AA7.0 FOR MORE INFORMATION.

MATERIAL LEGEND

1. FLAT TILE ROOFING

2. STUCCO

3. VERTICAL LAP SIDING

4. TRIM

5. FAUX VENT

6. DECORATIVE AWNING

7. TRELLIS

8. METAL RAILING

9. SECTIONAL GARAGE DOOR

10. WALL LIGHT WITH SIGNAGE

11. ENTRY DOOR

12. VINYL WINDOW

13. UTILITY CLOSET

14. FIRE RISER
PLAN 1
PLAN 3
PLAN 4
PLAN 2
514
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 8 1632AA4.2 B1800 - 18-PLEX

ELEVATIONS
4 - LEFT
2 - RIGHT
SCALE: 1/8" = 1'-0"
3 2 4
3 2
1 KEY SITE PLAN: 1/32" = 1'-0" COLOR SCHEME 2 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AA7.0 FOR MORE INFORMATION.

MATERIAL LEGEND

1. FLAT TILE ROOFING

2. STUCCO

3. VERTICAL LAP SIDING

4. TRIM

5. FAUX VENT

6. DECORATIVE AWNING

7. TRELLIS

8. METAL RAILING

9. SECTIONAL GARAGE DOOR

10. WALL LIGHT WITH SIGNAGE

11. ENTRY DOOR

12. VINYL WINDOW

13. UTILITY CLOSET

14. FIRE RISER
14 13
PLAN 1
PLAN 3
PLAN 4
PLAN 2
515
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
17 UP
PLAN 2
-
PLAN 4
-
PLAN 1R
-
PLAN 3R
-
208'-6"
14'-5"2"12'-0"2"22'-0"2"22'-0"2"22'-0"2"22'-0"2"22'-0"2"22'-0"2"22'-0"2"12'-0"2"14'-5" PLAN 1
-
PLAN 3
-
PLAN 1R
-
PLAN 3R
-
PLAN 1
-
PLAN 3
-
PLAN 1
-
PLAN 3
-
PLAN 1R
-
PLAN 3R
-
PLAN 1
-
PLAN 3
-
PLAN 4R
-
PLAN 2R
-
58'-6"
17 DN
17 UP
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 UP
17 DN
17 DN
17 DN
17 UP
17 DN
PLAN 2
-
PLAN 1R
-
PLAN 1
-
PLAN 1R
-
PLAN 1
-
PLAN 1
-
PLAN 1R
-
PLAN 1
-
PLAN 2R
-
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025AA4.3 B1800 - 18-PLEX

BUILDING PLANS

FIRST FLOOR
0 4 816

SECOND FLOOR
SCALE: 1/8" = 1'-0"
516
17 UP
17 DN
17 DN
17 UP
17 DN
17 UP
17 DN
17 UP
17 DN
17 UP
17 DN
17 UP
17 DN
17 UP
17 DN
17 UP
17 UP
17 DN
PLAN 4
-
PLAN 3R
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
PLAN 4R
-
17 DN
17 DN
17 DN
17 DN
17 DN
17 DN
17 DN
17 DN
17 DN
PLAN 4
-
PLAN 3R
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
PLAN 3
-
PLAN 3R
-
PLAN 3
-
PLAN 4R
-
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 4 816

FOURTH FLOOR

THIRD FLOOR
AA4.4 B1800 - 18-PLEX

BUILDING PLANS
SCALE: 1/8" = 1'-0"
PLAN 1
PLAN 3
PLAN 4
PLAN 2
517
6:12
VALLEY
RIDGE
4:12
3:12
6:126:126:12
6:126:126:12 6:12
3:123:123:12
6:12 6:12

RIDGERIDGE

RIDGERIDGE
RIDGE
RIDGE
RIDGE
RIDGE
RIDGE
RIDGE
RIDGE
RIDGE
RIDGE
RIDGE
4:124:124:12
4:124:12
4:124:124:124:12
4:124:124:124:124:124:124:124:12 4:124:12
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
VALLEY
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 4 816

ROOF PLAN
AA4.5 B1800 - 18-PLEX

BUILDING PLANS
SCALE: 1/8" = 1'-0"
518
17 UP
17 UP
P3 P1
P3
17 UP
17 DN
P1
17 DN
17 DN P3
17 UP
17 DN
P3
22'-0"
56'-7"
22'-0"
56'-7"
54'-1"
22'-0"
PLAN 3 ( 3 BED / 3 BATH ) - NET SF - 45 UNITS
FIRST FLOOR125 SQ. FT.

SECOND FLOOR92 SQ. FT.

THIRD FLOOR1095 SQ. FT.

FOURTH FLOOR520 SQ. FT.

TOTAL NET1,832 SQ. FT.

DECK159 SQ. FT.

GARAGE488 SQ. FT.

PLAN 1 ( 2 BED / 2 BATH ) - NET SF - 45 UNITS
FIRST FLOOR101 SQ. FT.

SECOND FLOOR962 SQ. FT.

THIRD FLOOR0
FOURTH FLOOR0
TOTAL NET1,062 SQ. FT.

DECK55 SQ. FT.

GARAGE456 SQ. FT.

Plan 1Plan 3
Plan 1 Plan 3
22'-0"
Plan 3
41'-2"

FIRST FLOOR SECOND FLOOR THIRD FLOOR

BALCONY
9'-11"x5'-7"
55 SQ. FT.

PLAN 3
GARAGE
11'-0"x42'-7"
PLAN 1
GARAGE
10'-2"x43'-8"

FOURTH FLOOR

BALCONY
14'-2"x6'-0"
85 SQ. FT.

GREAT ROOM
13'-9"x24'-4"

PRIMARY BED
11'-2"x13'-0"
BED 2
10'-0"x10'-4"
W.I.C.

PRIMARY
BATH
ENTRY
BED 3
10'-3"x10'-10"
BATH 3

BONUS ROOM
10'-10"x26'-6"

BALCONY
14'-0"x5'-3"
73 SQ. FT.

ROOF BELOW
W.H.

Plan 3
ENTRY
W.H.

LINEN
W/D
BATH 2

KITCHEN
PANTRY REF.

GREAT ROOM
14'-2"x24'-4"

PRIMARY BED
11'-2"x13'-0"
BED 2
10'-0"x10'-4"
W.I.C.

PRIMARY
BATH
LINEN
FAU
BATH 2

KITCHEN
PANTRY
REF.

FAU

ROOF BELOW
W/D
T
R
ORG.

ORG.

T
R
COAT

ROOF BELOW
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025AA5.0 UNIT PLANS
PLANS 1 & 3 0 2 48
SCALE: 1/4" = 1'-0"
519
17 UP
P4P2
17 UP 17
DN
17 UP
17 DN
P2
P4
17 UP
P4
17 DN 17
DN
P4
PLAN 4 ( 4 BED / 3 BATH ) - NET SF - 16 UNITS
FIRST FLOOR169 SQ. FT.

SECOND FLOOR90 SQ. FT.

THIRD FLOOR1351 SQ. FT.

FOURTH FLOOR754 SQ. FT.

TOTAL NET2,364 SQ. FT.

DECK194 SQ. FT.

GARAGE510 SQ. FT.

PLAN 2 (3 BED / 2.5 BATH ) - NET SF - 16 UNITS
FIRST FLOOR166 SQ. FT.

SECOND FLOOR1270 SQ. FT.

THIRD FLOOR0
FOURTH FLOOR0
TOTAL NET1,436 SQ. FT.

DECK74 SQ. FT.

GARAGE615 SQ. FT.

FIRST FLOOR SECOND FLOOR FOURTH FLOORTHIRD FLOOR
26'-7"
58'-6"
Plan 4Plan 2 Plan 2 Plan 4 Plan 4
26'-7" 26'-7" 26'-7"
60'-0"
60'-0"
48'-3"
Plan 4
PLAN 2
GARAGE
13'-11"x43'-8"
PLAN 4
GARAGE
11'-5"x42'-6"
ENTRY
W.H.

ENTRY
W.H.

PDR.

BALCONY
13'-5"x5'-7"
74 SQ. FT.

GREAT ROOM
18'-2"x22'-1"

PRIMARY BED
12'-8"x11'-8"BED 2
12'-11"x10'-3"
W.I.C.

PRIMARY
BATH
LINEN

LAUNDRY
BATH 2

KITCHEN
REF.

FAU

BALCONY
17'-6"x5'-6"
96 SQ. FT.

GREAT ROOM
18'-7"x22'-1"

PRIMARY BED
12'-8"x11'-8"BED 2
12'-11"x10'-3"
W.I.C.

PRIMARY
BATH
LINEN

LAUNDRY
BATH 2

KITCHEN
PANTRY
REF.

FAU
BED 3
11'-1"x10'-1"
BED 3
11'-1"x10'-1"
BED 4
12'-6"x11'-0"
BATH 3

BONUS ROOM
24'-11"x13'-8"
DECK
10'-0"x9'-9"
97 SQ. FT.

W.I.C.

LINEN

ROOF BELOW
ELEC. / PHONE / CATV
FIRE

RISER ROOF BELOW
PANTRY
T
R
ORG.

T
R
ORG.

STORAGE
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.17.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025AA5.1 UNIT PLANS
PLANS 2 & 4 0 2 48
SCALE: 1/4" = 1'-0"
520
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:8.1.2024
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025AA6.0 COLOR AND MATERIAL BOARD

FOUR-STORY STACKED FLATS
BODY 2

SHERWIN-WILLIAMS
SW 2821

DOWNING STONE
ACCENT 1

SHERWIN-WILLIAMS
SW 6242

BRACING BLUE

TRELLIS, POSTS

SHERWIN WILLIAMS
SW 7019

GAUNTLET GRAY
ACCENT 2

SHERWIN-WILLIAMS
SW 9132

ACACIA HAZE

VINYL WINDOW
Milgard
White
COLOR SCHEME 1
TRIM 1

SHERWIN-WILLIAMS
SW 7064

PASSIVE

METAL RAILING

SHERWIN-WILLIAMS
SW 7019

GAUNTLET GRAY
ACCENT 3

SHERWIN-WILLIAMS
SW 7664

STEELY GRAY
ACCENT 4

SHERWIN-WILLIAMS
SW 7715

POTTERY URN
STUCCO
BODY 2

SHERWIN-WILLIAMS
SW 9619

TEAKWOOD
BODY 3

SHERWIN-WILLIAMS
SW 7069

IRON ORE
ACCENT 1

SHERWIN-WILLIAMS
SW 7709

COPPER POT

TRELLIS, POSTS
SW 7501

THRESHOLD TAUPE
ACCENT 2

SHERWIN-WILLIAMS
SW 7669

SUMMIT GRAY

VINYL WINDOW
Milgard
White
COLOR SCHEME 2
ACCENT 3

SHERWIN-WILLIAMS
SW 6181

SECRET GARDEN
ACCENT 4

SHERWIN-WILLIAMS
SW 2840

HAMMERED SILVER

STUCCOBOARD &
BATTEN
BODY 1

SHERWIN-WILLIAMS
SW 9541

WHITE SNOW
BODY 1

SHERWIN-WILLIAMS
SW 6196

FROSTY WHITE
TRIM 1

SHERWIN-WILLIAMS
SW 7064

PASSIVE

METAL RAILING

SHERWIN-WILLIAMS
SW 7019

GAUNTLET GRAY
BODY 3

SHERWIN-WILLIAMS
SW 9619

TEAKWOOD

FLAT ROOF TILE
Westlake Royal Roofing
Duralite Saxony Shake 600
Charcoal Blend

FLAT ROOF TILE
Westlake Royal Roofing
Duralite Saxony Shake 600
Stone Mountain Blend
ACCENT 5

SHERWIN-WILLIAMS
SW 7069

IRON ORE
ACCENT 5

SHERWIN-WILLIAMS
SW 7069

IRON ORE
521
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:6.16.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025NTSAB2.0 PLAN 3060

PERSPECTIVES
FRONT
REAR
NTS
COLOR SCHEME 1 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AB7.0 FOR MORE INFORMATION. 522
T.O.

PLATE
FF
FF
9'-1" 9'-1"

FINISH GRADE
T.O.

PLATE
26'-0"

OVERALL BUILDING HEIGHT
MAXIMUM BUILDING HEIGHT: 27'
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:6.16.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 2 48AB2.1 PLAN 3060

ELEVATIONS
FRONT
SCALE: 1/4" = 1'-0"
LEFT

REAR RIGHT

MATERIAL LEGEND

1. FLAT TILE ROOFING

2. STUCCO

3. VERTICAL LAP SIDING

4. DECORATIVE SHUTTERS

5. STONE VENEER

6. DECORATIVE TRIM

7. SECTIONAL GARAGE DOOR

8. LIGHT FIXTURE

9. ENTRY DOOR

10. VINYL WINDOW

11. TRELLIS 7
4 1026
9 5
13 8
COLOR SCHEME 1 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AB7.0 FOR MORE INFORMATION. 523
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:11.25.2024
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025NTSAB3.0 PLAN 3522

PERSPECTIVES
FRONT
REAR
NTS
COLOR SCHEME 2 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AB7.0 FOR MORE INFORMATION. 524
T.O.

PLATE
FF
FF
9'-1" 9'-1"

FINISH GRADE
T.O.

PLATE
27'-0"

OVERALL BUILDING HEIGHT
MAXIMUM BUILDING HEIGHT: 27'
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:11.25.2024
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 2 48AB3.1 PLAN 3522

ELEVATIONS
FRONT
SCALE: 1/4" = 1'-0"
LEFT

REAR RIGHT

MATERIAL LEGEND

1. FLAT TILE ROOFING

2. STUCCO

3. VERTICAL LAP SIDING

4. DECORATIVE SHUTTERS

5. STONE VENEER

6. DECORATIVE TRIM

7. SECTIONAL GARAGE DOOR

8. LIGHT FIXTURE

9. ENTRY DOOR

10. VINYL WINDOW

11. TRELLIS
8 7
4 10 26
95 1 63
COLOR SCHEME 2 SHOWN. REFER TO COLOR AND MATERIAL BOARD ON SHEET AB7.0 FOR MORE INFORMATION. 11 525
PLAN 1 ( 3 BED / 2.5 BATH ) - GROSS SF - 13 UNITS
FIRST FLOOR608 SQ. FT.

SECOND FLOOR834 SQ. FT.

THIRD FLOOR0
FOURTH FLOOR0
TOTAL GROSS1,442 SQ. FT.

DECK0
GARAGE404 SQ. FT.

FIRST FLOOR SECOND FLOOR
WH
17 UP
17 DN
30'-0"
35'-0"
PLAN 1
GARAGE
20'-1"x20'-2"
PORCH
9'-2"x3'-6"
32 SQ. FT.

PRIMARY BED
13'-8"x14'-4"
BED 2
11'-11"x10'-10"
BATH 2
W.I.CPRIMARY
BATH
LINEN
BED 3
11'-0"x10'-10"
ENTRY
PDR.

KITCHEN
PANTRY
REF.

GREAT ROOM
20'-1"x14'-0"
2'-0"
30'-0"
29'-8 1/2"3'-9 1/2"
T
R
ORG.

LAUNDRY
6'-6"x6'-0"
AB4.0 PLAN 3060
UNIT PLANS 0 2 48
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date: 2.19.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025
SCALE: 1/4" = 1'-0"
526
PLAN 2 (4 BED / 3 BATH ) - GROSS SF - 7 UNITS
FIRST FLOOR778 SQ. FT.

SECOND FLOOR1168 SQ. FT.

THIRD FLOOR0
FOURTH FLOOR0
TOTAL GROSS1,946 SQ. FT.

DECK0
GARAGE403 SQ. FT.

FIRST FLOOR SECOND FLOOR
17 UP
WH
17 DN
LINEN

PRIMARY BED
14'-0"x14'-6"
W.I.C
LOFT
10'-2"x14'-8"
BATH 2

PRIMARY
BATH
BED 2
12'-6"x11'-10"
BED 3
12'-0"x12'-8"
PLAN 2
GARAGE
20'-1"x20'-2"

KITCHEN
PANTRY
REF.

GREAT ROOM
16'-7"x16'-5"
BED 4
9'-11"x10'-1"
BATH 3
PORCH
3'-8"x6'-0"
35'-0"
35'-0"
35'-0"
35'-0"
35'-0"2'-0"
T
R
ORG.

COAT

LAUNDRY
9'-3"x5'-11"
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date: 2.19.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025AB4.1 PLAN 3522
UNIT PLANS 0 2 48
SCALE: 1/4" = 1'-0"
527
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:8.1.2024
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025AB5.0 COLOR AND MATERIAL BOARD

TWO-STORY DETATCHED CONDOS

STONE VENEER
Eldorado Stone
Roughcut
Moonight
BODY 2

SHERWIN-WILLIAMS
SW 7651

FRONT PORCH
TRIM 1

SHERWIN-WILLIAMS
SW 6196

FROSTY WHITE
ACCENT 1

SHERWIN-WILLIAMS
SW 7674

PEPPERCORN

FLAT ROOF TILE
Westlake Royal Roofing
Duralite Saxony Shake 600
Charcoal Blend
BODY 1

SHERWIN-WILLIAMS
SW 6196

FROSTY WHITE
POST
Sherwin-Williams
SW 7040
Smokehouse
ACCENT 2

SHERWIN-WILLIAMS
SW 9168

ELEPHANT EAR

VINYL WINDOW
Milgard
White

STONE VENEER
Eldorado Stone
Roughcut
Falling Spring
BODY 2

SHERWIN-WILLIAMS
SW 7069

IRON ORE
TRIM 1

SHERWIN-WILLIAMS
SW 9541

WHITE SNOW
ACCENT 1

SHERWIN-WILLIAMS
SW 7520

PLANTATION SHUTTERS

FLAT ROOF TILE
Westlake Royal Roofing
Duralite Saxony Shake 600
Stone Mountain Blend
POST
Sherwin-Williams
SW 7046
Anonymous
ACCENT 2

SHERWIN-WILLIAMS
SW 7615

SEA SERPENT

VINYL WINDOW
Milgard
White
COLOR SCHEME 1COLOR SCHEME 2
BODY 1

SHERWIN-WILLIAMS
SW 7659
Gris
528
BLDG 1
B1800
BLDG 2
B1600
BLDG 3
B1600
BLDG 4
B1800
BLDG 8
B1800
BLDG 6
B1000
BLDG 5
B1600
BLDG 7
B1000
123
124
125
126
127
128
129
130
131
132
133
134
135 136 137 138 139 140 141 142
BLDG 1
B1800
BLDG 2
B1600
BLDG 3
B1600
BLDG 4
B1800
BLDG 8
B1800
BLDG 6
B1000
BLDG 5
B1600
BLDG 7
B1000
123
124
125
126
127
128
129
130
131
132
133
134
135 136 137 138 139 140 141 142
BLDG 1
B1800
BLDG 2
B1600
BLDG 3
B1600
BLDG 4
B1800
BLDG 8
B1800
BLDG 6
B1000
BLDG 5
B1600
BLDG 7
B1000
123
124
125
126
127
128
129
130
131
132
133
134
135 136 137 138 139 140 141 142
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:12.16.2024
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025AC1.0 SOLAR SHADE STUDY

SUMMER SOLSTICE
SCALE: 1/64" = 1'-0"
JUNE 20, 2025 - 3 PM
0 32 64128
JUNE 20, 2025 - 12 PM JUNE 20, 2025 - 9 AM

SUMMER SOLSTICE
529
BLDG 1
B1800
BLDG 2
B1600
BLDG 3
B1600
BLDG 4
B1800
BLDG 8
B1800
BLDG 6
B1000
BLDG 5
B1600
BLDG 7
B1000
123
124
125
126
127
128
129
130
131
132
133
134
135 136 137 138 139 140 141 142
BLDG 1
B1800
BLDG 2
B1600
BLDG 3
B1600
BLDG 4
B1800
BLDG 8
B1800
BLDG 6
B1000
BLDG 5
B1600
BLDG 7
B1000
123
124
125
126
127
128
129
130
131
132
133
134
135 136 137 138 139 140 141 142
BLDG 1
B1800
BLDG 2
B1600
BLDG 3
B1600
BLDG 4
B1800
BLDG 8
B1800
BLDG 6
B1000
BLDG 5
B1600
BLDG 7
B1000
123
124
125
126
127
128
129
130
131
132
133
134
135 136 137 138 139 140 141 142
Architecture + Planning
888.456.5849
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:12.16.2024
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025
DECEMBER 21, 2025 - 3 PM DECEMBER 21, 2025 - 12 PM DECEMBER 21, 2025 - 9 AM AC1.1 SOLAR SHADE STUDY

WINTER SOLSTICE
SCALE: 1/64" = 1'-0"
0 32 64128

WINTER SOLSTICE
530

PRIVATE DRIVE A

PRIVATE DRIVE C

PRIVATE DRIVE B

PRIVATE DRIVE E

PRIVATE DRIVE D

PRIVATE DRIVE F A
AC2.0
B
AC2.1
4'-2" 27'-0" 4'-2"
14'-5"
7'-4"
4'-2"
8'-0"27'-0"
4'-2"
4'-2"
7'-4"
22'-9"
Property Line
9'-1" 9'-1"
26'-0"
FF @ 36.27'9'-1" 10'-1" 10'-1"
±52'-0"

OVERALL BUILDING HEIGHT
T.O. PLATE9'-1"
6'-0"
BLDG 5
UNIT 78
SIDE

WALKPRIVATE DRIVE - D
PLAN 1
HOUSE 130
SIDE
WALK
T.O. PLATE
T.O. PLATE
T.O. PLATE
FF
FF
FF
FF @ 34.97'
T.O. PLATE
FF
T.O. PLATE

EXISTING SINGLE

FAMILY HOME

FINISH GRADE FINISH GRADE

OVERALL BUILDING HEIGHT
15'-0"
BUILDING PAD @ 35.20'BUILDING PAD
@ 34.30'
±53'-1"
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:2.19.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 8 1632AC2.0 LINE OF SIGHT EXHIBIT

SECTION A
SCALE: 1/8" = 1'-0"
KEY SITE PLAN: 1/64" = 1'-0"

SECTION A
531
Property Line
FF @ 36.77'9'-1" 10'-1" 10'-1"
±52'-0"

OVERALL BUILDING HEIGHT
T.O. PLATE9'-1"
BLDG 7
UNIT 102
T.O. PLATE
T.O. PLATE
T.O. PLATE
FF
FF
FF

FINISH GRADE
9'-1" 9'-1"
26'-0"
PLAN 1
HOUSE 139
FF @ 35.40'
T.O. PLATE
FF
T.O. PLATE

FINISH GRADE

OVERALL BUILDING HEIGHT
15'-0" SIDE

WALKPRIVATE DRIVE - A
SIDE
WALK

EXISTING SINGLE

FAMILY HOME
STREET

PARKING
BUILDING PAD @ 35.70'BUILDING PAD
@ 35.40'
±72'-5"

PRIVATE DRIVE A

PRIVATE DRIVE C

PRIVATE DRIVE B

PRIVATE DRIVE E

PRIVATE DRIVE D

PRIVATE DRIVE F A
AC2.0
B
AC2.1
4'-2" 27'-0" 4'-2"
14'-5"
7'-4"
4'-2"
8'-0"27'-0"
4'-2"
4'-2"
7'-4"
22'-9"
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date: 2.19.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.20250 8 1632AC2.1 LINE OF SIGHT EXHIBIT

SECTION B
SCALE: 1/8" = 1'-0"

SECTION B
KEY SITE PLAN: 1/64" = 1'-0"
532
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:1.23.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025

VIEW OF STACKED FLATS DOWN PRIVATE DRIVE A
NTSAD1.0 PERSPECTIVE RENDERING
533
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:1.23.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025

VIEW LOOKING INTO THE CENTRAL OPEN SPACE
NTSAD1.1 PERSPECTIVE RENDERING
534
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:1.23.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025

VIEW OF PROJECT ENTRY
NTSAD1.2 PERSPECTIVE RENDERING
535
Architecture + Planning
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:1.23.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025

VIEW OF DETACHED CONDOS DOWN PRIVATE DRIVE A
NTSAD1.3 PERSPECTIVE RENDERING
536
Architecture + Planning
888.456.5849
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:1.23.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025

VIEW OF STACKED FLATS DOWN PRIVATE DRIVE D
NTSAD1.4 PERSPECTIVE RENDERING
537
Architecture + Planning
888.456.5849
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BEAR STREET
COSTA MESA, CA # 2024-0264
Plot Date:1.23.2025
1st Submittal Date:08.01.2024
2nd Submittal Date:12.18.2024
3rd Submittal Date:02.20.2025

VIEW OF OPEN SPACE ADJACENT TO BEAR STREET
NTSAD1.5 PERSPECTIVE RENDERING
538
11 LEGEND
Project Entry with Enhanced Vehicular Paving
Monument Signage and Specimen Tree
Public Sidewalk
Existing Perimeter Pilaster and Fence (Refer to Sheet L-4) Crosswalk Striping
Lawn Area
Central Paseo
Central Open Space:
• Lawn
• Overhead Structure
• BBQ and Picnic
• Play Equipment
• Casual Seating
Mailboxes
Bench
Pet Waste Station (
Total 3 Installs)
Transformer with Screening Hedge
Existing Wall to Remain (Refer to L-4, L-5)
Screening Tree
Side Yard Fence and Gate (Refer to L-4, L-5)
Stepping Stones
Street Tree
Paseo Tree
Shade Tree
Flower Tree
Screening Vine
Sound Wall (Refer to Sheet L-4, L-5)
EVA Gate and Pedestrian Access Gate
Existing Maintenance Corridor Gate
Existing Slope to Remain
Property Line
Hedge to Screen DCDA and FDC
Traffic Signal and Crosswalk per Civil’s Plan
Drivable Turf Block
1 13
13 15
14 14
29 34 1 2 2726
6 2
3 4
5 6
7 10
13 16
8 8
11 14
17 21
9 12
15 18
22 19
23 20
24 25
25 26
27 28
29 BEAR STREET

OLYMPIC
AVE

EXISTING SINGLE FAMILY

PRIVATE DRIVE B

PRIVATE DRIVE C

PRIVATE DRIVE D

PRIVATE DRIVE E

PRIVATE DRIVE F

PRIVATE DRIVE A
405 FREEWAY
171629 15
21 21
29 19
22 26
BLDG 8
BLDG 2
BLDG 1
BLDG 7
BLDG 3
BLDG 6
BLDG 4
BLDG 5
9 12
5 12 20
9 5
12 12
12 16
15 197 18
7197
24 29
23 15 13
10 1110 1818
28 04.09.25

COSTA MESA, CA
L-1
3150 BEAR STREET -
Collaborative

CONCEPTUAL LANDSCAPE PLAN
0 15’ 30’ 60’
Scale: 1”= 30’-0”
539

04.09.25 COSTA MESA, CA
L-2
3150 BEAR STREET -
Collaborative

DESIGN IMAGERY
540

PRIVATE DRIVE C

PRIVATE DRIVE B

PRIVATE DRIVE F

BEAR STREET

PRIVATE DRIVE A

PRIVATE DRIVE E

PRIVATE DRIVE F
KEYMAP
LEGEND
Lawn Area
Overhead Structure
BBQ and Picnic
Play Equipment
Casual Seating
Seat Wall
Transformer with Screening Hedge
Shade Tree
Flower Tree
Hedge Tree
1 1
2 3
4 4
6 5
7 8
9 10
BLDG 3
BLDG6
BLDG5
BLDG8
BLDG4
BLDG 2
BLDG 1
BLDG 1
BLDG 8
BLDG 2
BLDG 7
BLDG 3
BLDG 6
BLDG 4
BLDG 5
405 FREEWAY

PRIVATE DRIVE D

PRIVATE DRIVE B
PRIVATE DRIVE C10
8 5
7 2
36 9

04.09.25 COSTA MESA, CA
L-3
3150 BEAR STREET -
Collaborative

OPEN SPACE ENLARGEMENT PLAN
0 5’ 10’ 20’
Scale: 1”= 10’-0”
541

OLYMPIC
AVE
LEGEND
Existing Wall to Remain - Approx. 6’ht
Existing Perimeter Pilaster and Fence to Remain
(To be Repaired and Painted)
12’ht. Sound Wall with 4’ht. Max. Retaining Wall
6’ht. Side Yard Fence
Retaining Wall with 6’ht. Vinyl Fence
6’ht. Side Yard Vinyl Gate
EVA Vehicular Gate and Pedestrian Gate - 5’ ht
Existing Maintenance Corridor Gate - Replaced in
Coordination with OC SAN

BEAR STREET

EXISTING SINGLE FAMILY

PRIVATE DRIVE B

PRIVATE DRIVE D

PRIVATE DRIVE C

PRIVATE DRIVE E

PRIVATE DRIVE F

PRIVATE DRIVE A
405 FREEWAY
BLDG 1
BLDG 8
BLDG 2
BLDG 7
BLDG 3
BLDG 6
BLDG 4
BLDG 5

04.09.25 COSTA MESA, CA
L-4
3150 BEAR STREET -
Collaborative

CONCEPTUAL WALL AND FENCE PLAN
0 15’ 30’ 60’
Scale: 1”= 30’-0”
542
Zerowasteusa (or Equal) MailboxUSA
MailboxPet Waste Station
BBQ Grill

BBQGUYS
Electri-Chef Rubby Built-In (or Equal)
Victor Stanley - Camille (or Equal) Victor Stanley - Camille (or Equal) Victor Stanley - Ren Top-Deposit (or Equal)
Picnic Table and Benches
Color: Color:

Color:

Bench
Trash Receptacle
Orco: Manor Variegated Block with Sterling Mortar (or Equal) Approx. 6’ ht.

Sound Wall Existing Wall
Detached Condo Side Yard Fence
Retaining Wall with Vinyl Fence
Detached Condo Side Yard Gate
EVA Vehicular Gate and Pedestrian Gate
Vinyl Fence - Color: Tan
Vinyl Fence - Color: Tan
Wall: Orco Manor Variegated Block
Vinyl Gate - Color: Tan
Tubular Steel with Paint Color: SW7048 Urban Bronze (or Equal) Patioshoppers (Or Equal)
Casual Seating

04.09.25 COSTA MESA, CA
L-5
3150 BEAR STREET -
Collaborative

CONCEPTUAL SITE AMENITIES & WALL AND FENCE DETAILS
543

OLYMPIC
AVE
LEGEND
High Water Use
Moderate Water Use
Low Water Use
Hydrozone: Eto: KL LA Sq. Ft. Conversion SLA Sq. Ft. MAWA Landscaped Area 48.2 0.55 51,294 0.62 0 843,078
MAWA= Maximum Applied Water Allowance (gallons per year) Eto= Reference Evapotranspiration from Appendix C (inches per year)

0.55= Evapotraspiration Adjustment Factor (ETAF) (For residential project)

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

0.62= Conversion Factor (to gallons per square foot)

0.45= the additional ET adjustment Factor for Special Landscape Area (1.0- 0.55= 0.45) SLA= Special Landscape Area (square feet)
Applicant to fill in boxes below:

Eto (Reference Evapotranspiration from Appendix C inches per year) Landscaped Area includes Special Landscape Area (square feet) Special Landscape Area (square feet)
Hydrozone: Eto: KL Sq. Ft. Conversion IE EAWU
Low Water Use Shrubs (Drip) 48.2 0.2 29,010 0.62 0.81 214,058 Medium Water Use Shrubs (Drip) 48.2 0.5 10,003 0.62 0.81 184,524 High Water Use (Rotor) 48.2 0.7 12,281 0.62 0.73 351,923 High (Water Feature) 48.2 1.0 - 0.62 1.00 - Total EAWU: 51,294 750,505
EAWU= Estimated Applied Water Use (gallons per year)
Eto= Reference Evapotranspiration from Appendix C (inches per year) KI= Landscape Coefficient
LA= Landscaped Area (square feet)

0.62= Conversion Factor (to gallons per square foot)
IE= Irrigation Efficiency= IME X DU (See definication in Appendix E for exmaplne IE percentages) IME= Irrigation Management Efficiency (90%)
DU= Distribution Uniformity of Irrigation Head
KI= Ks x Kc x Kmc
Ks= species factor (range 1.0- 0.9) (see WUCOLS list for values) Kd= density factor (range 0.5- 1.3) (see WUCOLS list for density value) Kmc= microclimatic factor (range 0.5- 1.4) (see WUCOLS) Table A- PF (Plant Factor)
Cool Season Turf= 0.8
Warm Season Turf= 0.7
High Water Use Plants= 0.7 (can be between 0.7-0.9)
Moderate Water Use Plants= 0.
5 (can be between 0.4-0.6)
Low Water Use Plants= 0.2 (can be between 0.1-0.3)
Very Low Water Use Plants= 0.1
IE (Irrigation Efficiency)- Appendix E
Pop-up Stream Rotor= 0.73
Rotor Head= 0.76
Microspray= 0.76
Bubblers= 0.77
Drip Emitters= 0.81
Subsurface Irrigation= 0.81
Project Name: Bear Street Costa Mesa

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

48.2 51,294
0 Maximum Applied Water Allowance (MAWA)
Estimated Annual Water Use:

Total MAWA = (Eto x 0.55 x LA in Sq.ft. x 0.62)+(Eto x 1.0 x SLA in Sq.ft. x 0.62)= Gallons per year for LA + SLA Date: March 31, 2025

BEAR STREET

EXISTING SINGLE FAMILY

PRIVATE DRIVE B

PRIVATE DRIVE C

PRIVATE DRIVE D

PRIVATE DRIVE E

PRIVATE DRIVE F

PRIVATE DRIVE A
405 FREEWAY
BLDG 1
BLDG 8
BLDG 2
BLDG 7
BLDG 3
BLDG 6
BLDG 4
BLDG 5
NOTES
Each homeowner shall install and maintain an
individual irrigation system for their backyard
landscape. New construction projects with a
landscape area of 500 square feet or more must
comply with the California Model Water Efficient
Landscape Ordinance.

04.09.25 COSTA MESA, CA
L-6
3150 BEAR STREET -
Collaborative

PRELIMINARY IRRIGATION PLAN
0 15’ 30’ 60’
Scale: 1”= 30’-0”
544
LEGEND

PARKING TREE

TOTAL TREE CALCULATION
NOTES
Street Tree
Shade Tree
Specimen Tree
Flower Accent Tree
Paseo Tree
Total Planting Area
Tree Unplantable Area
(Garage Planting Pocket, Underground Utility, etc.)
Open Lawn Area
51,411 SQFT
3,375 SQFT
12,281 SQFT
Total Tree Plantable Area
(One Tree per 200 SQFT, 15gal min.)
(One Tree per 6 Parking Stalls)
(36SQFT per Tree)
(Backyard trees are excluded.)
Required Tree Amount
Required Parking Tree Amount
Proposed Tree Amount
Proposed Parking Tree Amount
Required Planter Area:

Proposed Planter Area:

Parking Stalls

1. Twenty-five percent of the required trees shall be
24 inch box or larger.

2. One shrub shall be provided for every 25 square
feet of open space. Sixty percent of the required
shrubs shall be a minimum of five gallons.
35,608 SQFT
178
6 9
216 SQFT
1,810 SQFT
186
35 Hedge Tree
Backyard Tree
Shrub and Groundcover
Low Hedge Shrub
Tall Hedge Shrub
Turf
Vines

04.09.25 COSTA MESA, CA
L-7
3150 BEAR STREET -
Collaborative

PRELIMINARY PLANTING PLAN
0 15’ 30’ 60’
Scale: 1”= 30’-0”

BEAR STREET

EXISTING SINGLE FAMILY

PRIVATE DRIVE B

PRIVATE DRIVE D

PRIVATE DRIVE C

PRIVATE DRIVE E

PRIVATE DRIVE F

PRIVATE DRIVE A
405 FREEWAY
BLDG 1
BLDG 8
BLDG 2
BLDG 7
BLDG 3
BLDG 6
BLDG 4
BLDG 5
545

BOTANICAL NAME COMMON NAME SIZE SPACING WUCOLS SHRUB SCHEDULE:

Agapanthus ‘Peter Pan’
Agave spp.

Aloe spp.

Eriogonum umbellatum
Euonymus japonicus ‘Aureo-Marginata’
Hesperaloe parviflora
Lavandula dentata ‘Candicans’
Rosa spp.

Yucca spp.

Low Hedges
Buxus microphylla japonica
Pittosporum tobira ‘Wheeler’s Dwarf’
Rhaphiolepis indica ‘Pink Lady’
Tall Hedges
Ligustrum japonicum ‘Texanum’
Photinia × fraseri ‘Red Robin’
Rhaphiolepis i. ‘Majestic Beauty’
Dwarf Lily of the Nile
Agave
Aloe
Sulfur Flower
Gold Spot Euonymus
Red Yucca
Candicans French Lavender
Shrub Rose
Yucca
Japanese Bo
xwood
Wheeler’s Dwarf Pittosporum
Rhaphiolepis Pink Lady
Wax Leaf Privet
Red Tip Photinia
Majestic Beauty Hawthorn
5 gal
5 gal
5 gal
5 gal
15 gal
5 gal
5 gal
5 gal
5 gal
5 gal
5 gal
5 gal
15 gal
15 gal
5 gal
30” o.c.
30” o.c.
30” o.c.
30” o.c.
24” o.c.
24” o.c.
30” o.c.
30” o.c.
36” o.c.
30” o.c.
30”o.c.
36” o.c.
36” o.c.
42” o.c.
36” o.c.

M
L
L
L
M
VL
L
M
L
M
M
L
M
M
L

BOTANICAL NAME COMMON NAME SIZE SPACING WUCOLS GROUNDCOVER SCHEDULE:

Bougainvillea ‘La Jolla’
Carissa macrocarpa ‘Prostrata’
Senecio mandraliscae
Sodded Turf
La Jolla Bougainvillea
Ground Cover Natal Plum
Kleinia
Turf
1 gal
1 gal
1 gal
Sodded
24” o.c.
24” o.c.
18” o.c.
-
L
L
L
H

BOTANICAL NAME COMMON NAME SIZE SPACING WUCOLS VINE SCHEDULE:

Bougainvillea
Lonicera japonica ‘Halliana’
Trachelospermum jasminoides
Bougainvillea
Hall’s Japanese Honeysuckle

Star Jasmine
15 gal
15 gal
15gal
Per Plan
P
er Plan
Per Plan
L
L
M

BOTANICAL NAME COMMON NAME SIZE FORM WUCOLS TREE SCHEDULE:
24” box min
24” box min
24” box min
24” box min
24”box min
36” box min
36” box min
24”box min
24”box min
24” box min
24” box min
15 gal
24”box min
36” box min
36” box min
Standard
Standard
Standard
Standard
Standard
Standard
Standard
Standard
Standard
Standard
Standard
Columnar
Columnar
Standard
Standard
L
L
M
L
M
M
M
L
L
M
M
M
M
M
M
Street Trees
Koelreuteria paniculata
Rhus lancea
Shade Trees
Liriodendron tulipifera
Laurus nobilis
Podocarpus gracilior
Specimen Trees
Quercus virginiana
Ficus microcarpa nitida ‘Green Gem’
Flower Accent Trees
Melaleuca nesophila
Chitalpa tashkentensis ‘Pink Dawn’
Paseo Trees
Platanus acerifolia ‘Columbia’
Liriodendron tulipifera
Hedge Trees
Prunus caroliniana
Podocarpus macrophyllus
Backyard Trees
Magnolia grandiflora ‘Little Gem’
Tristania conferta
Golden Rain Tree
African Sumac
Tulip Tree
Sweet Bay
Fern Pine
Souther Live Oak
Green Gem Fig
Pink Melaleuca
Pink Dawn Chitalpa
London Plane
Tulip Tree
Carolina cherry laurel
Yew Pine
Compact Southern Magnolia
Brisbane Box

04.09.25 COSTA MESA, CA
L-8
3150 BEAR STREET -
Collaborative

CONCEPTUAL PLANTING PALETTE
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DEVELOPER

CIVIL ENGINEER
OWNER

GEOTECHNICAL ENGINEER

BENCHMARK

BASIS OF BEARINGS

ASSESSOR'S PARCEL NUMBER

LEGAL DESCRIPTION

SHEET INDEX

UTILITIES
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ABBREVIATIONS
ZONING

TENTATIVE TRACT MAP SUMMARY

SITE PLAN
TENTATIVE TRACT NO. 19334

FOR CONDOMINIUM PURPOSES
3150 BEAR STREET

IN THE CITY OF COSTA MESA,

COUNTY OF ORANGE,

STATE OF CALIFORNIA

TITLE SHEET
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INTERSTATE
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CALIFORNIA
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EXHIBIT D TO
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EXISTING CONDITIONS
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EXISTING EASEMENTS

OLYMPICAVENUE(PUBLIC)
INTERSTATE 405

BEAR STREET
(PUBLIC)
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PROPOSED EASEMENTS

TYPICAL SINGLE-FAMILY DETACHED UNIT DIMENSIONS

EXISTING EASEMENTS TO REMAIN
LEGEND
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LOT 1
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TYPICAL SECTIONS
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BSECTION
4 ASECTION
4 CSECTION
4 DSECTION
4 FBEAR STREET SLOPE
4 GSECTION
4 HE'LY PROPERTY LINE
4 ESECTION
4 ISECTION
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CONCEPTUAL GRADING PLAN
C-5
LEGEND
ACC

EARTHWORK QUANTITIES
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ACCESS ROAD 2
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CONCEPTUAL UTILITY PLAN
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WATER SHOULDER TRENCH DETAIL
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INTERSTATE 405
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PRIVATE DRIVE C

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FIRE ACCESS SITE PLAN
C-7
LEGEND
NOTES
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PRIVATE DRIVE C

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ACCESS ROAD 3
ACCESS ROAD 1
LOT 1
553
ATTACHMENT 3

Ordinance No. 2025-xx Page 1 of 5

ORDINANCE NO. 2025-XX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COSTA MESA APPROVING PGPA-24-0002 TO REZONE A 6.12-ACRE SITE TO MULTIPLE FAMILY RESIDENTIAL (R3) FOR THE PROPERTY LOCATED AT 3150 BEAR STREET

THE CITY COUNCIL OF THE CITY OF COSTA MESA DOES HEREBY FIND AND DECLARE AS FOLLOWS:

WHEREAS, an application was filed by Vanessa Schiedel of Meritage Homes , representing the property owners, requesting approval of certain land use entitlements; WHEREAS, a duly noticed public hearing was held by the Planning Commission on July 14, 2025 with all persons having the opportunity to speak for and against the proposal;
WHEREAS, at their regular meeting on July 1 4, 2025, the Planning Commission recommended that City Council approve the project by a _-_ vote; WHEREAS, a duly noticed public hearing was held by the City Council on July 15, 2025 with all persons having the opportunity to speak for and against the proposal; WHEREAS, on _______, the City Council approved the first reading by a _-_ vote; WHEREAS, the City Council took or will take the following actions by separate resolution:

1. CERTIFY the Mitigated Negative Declaration (SCH No. 2025050135) including the Mitigation Monitoring and Reporting Program;

2. APPROVE General Plan Amendment PGPA-24-0002 to change the land use designation of the project site from General Commercial to High Density Residential (HDR);

3. APPROVE the Desing Review for 142 residential units;

4. APPROVE the density bonus agreement to allow for a 20 percent increased density, incentive to deviate from the residential design guidelines, and waivers for building height, front setback, landscaped parkways, open space, individual unit lot size, and side by side units in exchange for 5% of the base units being provided at very-low-income levels;

5. APPROVE Tentative Tract Map No. 19334 for the subdivision of the subject property for ownership purposed;
554
Ordinance No. 2025-xx Page 2 of 5

WHEREAS, the proposed general plan amendment would re-designate the land use from General Commercial to High Density Residential in order to allow the residential use.

To ensure consistency between the General Plan Land Use Map and the Zoning Map, the property is rezoned from Administrative Professional (AP ) to Multiple Family Residential (R3);
WHEREAS, R3 districts are intended are intended to promote the development of multi-family rental as well as ownership dwelling units.. As such, the proposed zoning district would allow the residential development;
WHEREAS, a rezone is a legislative action subject to the discretionary approval of the final decision body, City Council;
WHEREAS, pursuant to the California Environmental Quality Act (CEQA), a project Mitigated Negative Declaration (MND) was prepared by the City in accordance with the California Environmental Quality Act (CEQA);
WHEREAS, in accordance with CEQA Guidelines Section 15073, the MND was made available for a public comment period beginning May 1, 2025 and ending on May 31, 2025;
WHEREAS, a list of comments received and response s to the comments are included as part of the MND presented to City Council on ______, 2025; WHEREAS, the MND found no areas that are considered significant unavoidable adverse impacts.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COSTA MESA DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1: REZONE. The City of Costa Mesa Official Zoning Map is hereby amended as follows:

1. The proposed rezone to Multiple Family Residential (R3) is consistent with the General Plan as amended by PGPA -24-0002 and adopted by Resolution No. 2025-xx.

2. There is hereby placed and included in the Multiple Family Residential (R3) zoning district a 6.12-acre parcel, situated in the City of Costa Mesa, County of Orange, State of California.
555
Ordinance No. 2025-xx Page 3 of 5

3. Pursuant to the provisions of Section 13- 22 of the Costa Mesa Municipal Code, the Official Zoning Map of the City of Costa Mesa is hereby amended by the change of zone described in Subsections Number 1 and Number 2, above. A copy of the Official Zoning Map and Zoning Code is on file in the office of the Planning Division.

SECTION 2: INCONSISTENCIES. Any provision of the Costa Mesa Municipal Code or appendices thereto inconsistent with the provisions of this ordinance, to the extent of such inconsistencies and or further, is hereby repealed or modified to the extent necessary to affect the provisions of this ordinance.

SECTION 3: SEVERABILITY. If any provision or clause of this ordinance or the application thereof to any person or circumstances is held to be unconstitutional or otherwise invalid by any court of competent jurisdiction, such invalidity shall not affect other provisions or clauses or applications of this ordinance w hich can be implemented without the invalid provision, clause or application; and to this end, the provisions of this ordinance are declared to be severable.

SECTION 4: PUBLICATION. This Ordinance shall take effect and be in full force thirty (30) days from and after the passage thereof, and prior to the expiration of fifteen (15) days from its passage shall be published once in THE DAILY PILOT, a newspaper of general circulation, printed and published in the City of Costa Mesa or, in the alternative, the City Clerk may cause to be published a summary of this Ordinance and a certified copy of the text of this Ordinance shall be posted in the office of the City Clerk five (5) days prior to the date of adoption of this Ordinance, and within fifteen (15) days after adoption, the City Clerk shall cause to be published the aforementioned summary and shall post in the office of the City Clerk a certified copy of this Ordinance together with the names and member of the City Council voting for and against the same.

556
Ordinance No. 2025-xx Page 4 of 5

PASSED AND ADOPTED this 2nd day of September, 2025.

_________________________
John Stephens, Mayor

ATTEST:

___________________________________
Brenda Green, City Clerk
APPROVED AS TO FORM:

__________________________
Kimberly Hall Barlow, City Attorney

STATE OF CALIFORNIA)
)ss

COUNTY OF ORANGE )

I,
BRENDA GREEN, City Clerk and ex -officio Clerk of the City Council of the City of Costa Mesa, hereby certify that the above foregoing Ordinance No. 2025- xx as introduced and considered section by section at a regular meeting of said City Council held on the 5
th day of August, 2025, and thereafter passed and adopted as a whole at the regular meeting of said City Council held on the 2 nd day of September, 202 5, by the following roll call vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereby set my hand and affixed the Seal of the City of Costa Mesa this 3rd day of September, 2025.

__________________________
Brenda Green, City Clerk

557
Ordinance No. 2025-xx Page 5 of 5

EXHIBIT A

REZONE

Amendment to the Zoning Map

Change the zoning district designation of the 6.12-acre site at 3150 Bear Street from Administrative Professional (AP) to Multiple Family Residential (R3)

Proposed Zoning Map

558
ATTACHMENT 4

April 11, 2025

Chris Yeager
Associate Planner
Development Services Department
77 Fair Drive, Costa Mesa, CA 92626
(714) 754-4883

RE: 3150 Bear Street (APN 141-521-48) – Development Application Submittal No. 3, Application Letter Dear Mr. Yeager,
Our Entitlement Package has been updated to address all City comments received for the Bear St. project located at 3150 Bear Street. The project consists of 142 residential units, including 20 two-story detached condos and 122 four-story stacked flats on 6.125 acres. The project includes internal private drives, open space amenities, guest parking, frontage improvements, and existing EVA access improvements.

Two community meetings were held for the public on March 23 and March 24, 2025, at the project site. The community meetings were held open-house style where the public could ask questions about the project at different stations which covered different components of the project (land use, engineering, landscape, traffic, architecture). There were approximately 50 people in attendance between the two meetings. Most public attendees were curious about general project features. Some attendees were interested in purchasing a future home on-site, and others shared concerns related to traffic, pedestrian access to Olympic, streetscape improvements, density and setbacks. Comment cards and sign-in sheets from the public meetings have been included as part of this submittal for the City’s reference.

The 6.125-acre site is currently designated in the General Plan as “General Commercial” and is zoned “Administrative and Professional (AP).” As such, the project proposes to amend the General Plan designation to “High Density Residential” and rezone the property to “Multiple-Family Residential (R-3),” which both permit a density of up to 20 du/ac, i.e. up to 122 units.

At the request of the City, an Affordable Housing Marketing Plan and Affordability Guidelines were prepared for the project by VCCDC, and submitted to the City on March 28, 2025, for review and comment. The Affordable Housing Marketing Plan covers the proposed 7 Very-Low deed restricted affordable homes (5% of base density of 122 units, rounded up to the nearest whole number), The proposed 7 Very-Low income housing units proposed allows for a 20% density increase through the State’s Density Bonus Law (DBL). With the Density bonus, a total of up to 146 homes is permitted; however, only 142 units are proposed. The proposed project consists of two types of new for-sale homes, detached and attached condominiums, as outlined on P3.0 of the revised Entitlement Set, and as shown in the architectural plan set. A separate Density Bonus Law (DBL) letter is included detailing the projects application for the Density Bonus and associated Incentives and Waivers.

The project also includes an application for Tentative Tract Map for Condominium purposes. The map proposes a single lot subdivision with 142 airspace units. As such, the property is subject to Costa Mesa Municipal Code (CMMC) Section 13-41, which provide special development standards related to residential common interest development standards. Two of the standards allow flexibility in design to avoid the long-row effect of larger buildings. While this does not necessarily require a waiver under Density Bonus Law, the project requires alternative design considerations to achieve the proposed densities as described below:

559
(1) Development Standard CMMC 13-41(b)(2)a: Structures having dwelling units attached side by side shall avoid the long-row effect by being composed of no more than six dwelling units. Alternative designs which accomplish the same purpose may be approved by the final review authority.

(2) Development Standard CMMC 13-41(b)(2)b: Structures having dwelling units attached side by side shall avoid the long-row effect with a break in the facade by having an offset in the front building line of at least four feet for every two dwelling units within such structure. Alternate designs whi ch accomplish the same purpose may be approved by the final review authority .

Rather than providing side by side unit, the project includes a series of stacked flats in buildings that are larger than six dwelling units to achieve the proposed density. Smaller buildings and staggered setbacks would require significantly more space on the project site to accommodate these setbacks and building separations required by the Building Code. Instead, the project includes larger buildings, similar to what is often seen in an apartment community of similar density. These units are designed to offer a middle ground between apartments and traditional row-house style townhomes to provide greater affordability and opportunities for-first time homebuyers. Density is a key component to affordability as it allows builders to spread the high cost of land and infrastructure across a greater number of units. From a design perspective, the proposed buildings have been thoughtfully designed to reduce massing by including a partial fourth story; adding balconies, cantilevers, and other horizontal massing breaks, and varying roof forms that provide articulation to minimize the overall bulk and long-row effect of these larger buildings.

Project construction will take approximately two years and would begin approximately 8 months to 1 year following entitlement approval. Site development is anticipated to begin in February 2026. Construction activities will consist of three consecutive phases: (1) demolition of the existing paved surfaces and structures, clearing, and site preparation; (2) site development, including grading, utility installation, and roadway construction; (3) vertical construction and landscaping installation. Demolition will take approximately 8 weeks, rough grading will take approximately 10 weeks, and utilities and paving will take approximately 24 weeks. Vertical construction is anticipated to begin in December 2026 and be completed by December 2027. Model units are anticipated to be open in May 2027. The maximum depth of excavation will be approximately 8 feet (4 feet raw cut and 4 feet over excavation). A construction phasing plan is being prepared and will be shared with the City prior to project hearings.

With approval of the proposed GPA, the proposed high-density residential development would be located at a site consistent with the City’s General Plan Land Use Element which states that high-density areas should be located in proximity to transportation routes within convenient distances to shopping and employment centers.

The project would also be consistent with the Multiple-Family Residential District (R-3) intent to promote development of multi-family ownership dwelling units. The proposed two-story detached condos and four-story stacked flats floorplans range in size from 1,062 SF (2 bed, 2 bath) to 2,364 SF (4 bed, 3 bath ), offering a variety of plan types to accommodate a range of buyers, including first-time homebuyers. The architectural style or styles of buildings within a community strongly define a community’s character. To create successful communities, architectural design must embody methods that are flexible enough to meet the changing needs of the consumer market yet, must also be visually pleasing and complementary to the surrounding neighborhood. The project aims to provide a contemporary interpretation of traditional styles . Two (2) variations of color schemes are proposed for the two-story detached condos, as well as the four-story stacked flats. The proposed project would complement surrounding development, while contributing to Costa Mesa’s housing inventory with the provision of new, quality, for-sale residential units. As an infill development, the project will also serve to improve street frontage and will provide pedestrian improvements on Bear Street.

Meritage Homes believes that the housing proposed by this new community delivers the type of missing-middle for-sale housing that is desperately needed in the region and to offer the benefits of homeownership to Costa Mesa residents. We are very excited for the opportunity to bring this proposal to the City of Costa Mesa and look forward to your comments.
560

Sincerely,

Johanna Crooker, AICP
Vice President, Forward Planning and Entitlements, Southern California 5 Peters Canyon Road | Irvine, CA 92606
O: 949.299.3847
www.meritagehomes.com

561
ATTACHMENT 5

April 11,2025

Chris Yeager
Associate Planner
Development Services Department
77 Fair Drive, Costa Mesa, CA 92626
(714) 754-4883

RE: 3150 Bear Street (APN 141-521-48), Density Bonus Law Application Dear Mr. Yeager,
MLC Holdings respectfully requests to develop 122 for-sale townhomes and 20 detached condominiums (142 total units) on approximately 6.1 acres of property located 3150 Bear Street (APN: 141-521-48) for a proposed density of 23.2 dwelling units per acre. The site is currently designated in the General Plan as “General Commercial” and is zoned “Administrative and Professional (AP).” As such, the project proposes to amend the General Plan designation to “High Density Residential” and rezone the property to “Multiple-Family Residential (R-3),” which both permit a density of up to 20 du/ac. State Density Bonus Law (California Government Code Section 65915-65918) provides qualifying projects to take advantage of various tools to maximize density and offset the cost of providing affordable housing on -site. Qualifying projects include those that include at least 5% of housing units that are restricted to very low -income residents. The following provides a summary of the projects’ intent to utilize Density Bonus Law (DBL).

Density Bonus
The primary benefit of DBL allows projects to increase density above what is permitted to offset the cost of providing affordable housing on-site. The project proposes to include seven (7) affordable units (5% of the base density of 20 du/ac or 122 homes), priced for households at very low-income levels. Projects that provide 5% of the base number of unis as affordable to Very Low Income households are granted up to a 20% increase in density, which means the project is entitled to 146 homes; however, the project only proposes 142 homes.

Incentives/Concessions
Qualifying projects are permitted a specified number of incentives, i.e. concessions, based on the level of affordability.

Incentives/Concessions are defined as a reduction in site development standards that result in identifiable and actual cost reductions. By providing 5% of the units to Very Low Income households, the project is entitled to one (1) incentive under DBL. The project applicant is seeking the following incentive:

Detached Unit Second Story Design. The City’s Residential Design Guidelines require articulation and offsets on all building elevations to avoid a boxy appearance and mandate consistent architectural treatment on all sides of the structure. The requested incentive applies to detached Units Plan 1 and Plan 2. While both plans incorporate articulation on the front elevations—such as a stepped-back second story (Plan 1), a front porch and wrapping band feature (Plan 2)—the side and rear elevations do not include the same level of articulation or material treatment, as required by the guidelines. However, these elevations are largely screened by landscaping. Strict compliance with these design standards would reduce the interior square footage of the units, which are already modest in size, thereby reducing their functionality and affordability. Furthermore, requiring offsets on all elevations would increase design complexity, construction costs, and potentially result in a reduction in the number of units achievable on the site. As such, the enforcement of the standard would physically preclude the 562
applicant from constructing the density bonus units permitted under state law. Therefore, the requested incentive is necessary to physically accommodate the density, including the affordable units.

Waivers
If any other City or County development standard would physically prevent the project from being built at the permitted density and with the granted concessions/incentives, the developer may propose to have those standards waived or reduced. The City or County is not permitted to apply any development standard which physically precludes the construction of the project at its permitted density and with the granted concessions/incentives. The City or County is not required to waive or reduce development standards that would cause a public health or safety problem, cause and environmental problem, harm historical property, or would be contrary to law. The waiver or reduction of a development standard does not count as an incentive or concession, and there is no limit on the number of develo pment standard waivers that may be requested or granted. Development standards which have been waived or reduced utilizing this section include setback, lot coverage, open space requirements, and building height limits.

The applicant requests the following waivers to the following development standards to physically allow the project to achieve the proposed density:
(1) Development Standard CMMC 13-32, Table 13-32, R-3 Maximum Number of Stories & Building Height: 2 stories/27 feet for residential land uses. The maximum number of stories and building height for nonresidential land uses shall be determined in conjunction with the conditional use permit review process.

Note: Lofts, as defined in Section 13-6, without exterior access and having only clerestory windows will not be regarded as a story. See also Attic discussion below. Building Height is defined in CMMC section 13 -6 as the distance from the finished grade to the highest point on the roof, including roof -top mechanical equipment and screening.

The project proposes two- and four-story buildings with a maximum height of 52-feet respectively. The two- story homes are situated adjacent to existing single-family homes to provide a buffer between existing homes and the proposed four-story buildings.
(2) Development Standard CMMC 13-32, Table 13-32: R-3 Required Front Setback A reduced front setback from 20 feet to 7 feet in the northwest corner of the site – The reduced setback allows the project to achieve the proposed density and does not pose a significant design issues considering the property is separated from the Bear Street Right-of-way by a city-owned parcel that will continue to be maintained by the project’s HOA via an existing maintenance agreement. (3) Development Standard CMMC 13-105(h): In all residential zones, except R-1, landscape parkways with a combined width of 10 feet, but not less than three feet on one side, shall be provided along the sides of interior private streets and/or common driveways. The parkway on the house side of private streets or common driveways shall be a minimum of five feet in width.

The project includes attached sidewalk along private streets to provide walkability; however, a parkway is not provided in all cases where space of the project site is constrained. Landscaping and trees are provided in front yards and common open spaces areas adjacent to sidewalks to provide shade and pedestrian comfort.

Front yards and common open space areas will be maintained by the HOA. (4) Development Standard 13-32 Table 13-32, R-3 Minimum Open Space: 40% of the total lot area. Open space is defined in CMMC section 13-6 as an area that is intended to provide light and air, and is designed for either environmental, scenic or recreational purposes. Open Space may include, but is not limited to, lawns, decorative planting, walkways, active and passive recreational areas, playgrounds, fountains, swimming pools, wooded areas; first floor decks; unenclosed patios with solid or lattice roofs; water courses; and surfaces covered by not more than five feet in depth by projections which are at least eight feet above 563
grade. Open space shall not include the following: driveways; parking lots; other surfaces designed or intended for vehicular travel; and upper floor decks, balconies or areas under projections which are less than eight feet above grade.

The minimum 40% open space standard requires that 2.45 acres (106,722 sf) of the 6.125-acre site be preserved as open space. It should be noted that the standard is written as a percentage of the site, which is more akin to a lot coverage requirement rather than a per unit recreational space standard. The project proposes 93,500 sf (35%) of on-site open space including common recreation area, tot lot, BBQ area, passive recreation and decorative plantings and landscaping. The project includes 13,278 sf of additional off-site passive recreation area within the public right-of-way adjacent to Bear Street. The inclusion of the off-site open space would provide 106,778 sf of open space which is six square feet more than the requirement. If 40% open space was provided on-site, it would reduce the size of the developable lot which would result in a reduction of units. The project includes a waiver of this requirement to achieve the proposed density; however, the project includes an appropriate amount common and priv ate open space per unit.

The project includes a waiver for individual unit open space requirements for the townhome component of the project. The City’s Municipal Code requires that the townhome units would be provided a patio with no dimension less than 10 feet. The proposed townhome units are stacked to allow for the project to develop the number of units allowed pursuant to the Density Bonus Law. The stacked units do not allow for adjoining patio areas and balconies have been included with each individual unit . The square footage of balconies per unit range from 55 sf to 194 sf. If the adjoining patio was provided, the buildable lot area would be reduced which would reduce the allowable units on site under the Density Bonus Law.

Individual Dwelling Unit Minimum Lot Area
Individual units on residential common interest developments are required to be located on a minimum 3,000 sf lot with an average lot area of 3,500 across the project. The project includes a range of condo lot areas from approximately 2,017 sf to 2,608 sf with an average induvial lot area of approximately 2,395 sf. The project proposes to include 20 single family dwellings along the eastern and southern permitter of the project site to buffer any impacts of the project to the neighboring single-family dwellings. The condo lot sizes are reduced to allow for the number of units allowed pursuant to the Density Bonus Law.

Maximum Parking Standards
Pursuant to California Government Code Section 65915(p)(1), “…a city, county, or city and county shall not require a vehicular parking ratio, inclusive of parking for persons with a disability and guests, of a development meeting the [qualifying project criteria], that exceeds the following ratios:
(A) Zero to one bedroom: one onsite parking space
(B) Two to three bedrooms: one and one-half onsite parking spaces (C) Four and more bedrooms: two and one-half parking spaces” According to this requirement, the project is only required to provide 236 parking spaces. Recognizing that parking is a concern in this neighborhood, the project proposes to provide 319 spaces (2 garage spaces per unit, plus 35 guest parking spaces), in compliance with the minimum 2.25 per unit required by the Specific Plan.

We hope that staff appreciates our efforts to create a livable and desirable project that fits within the context of the neighborhood. We look forward to working with staff to further refine the project and deliver new homeownership opportunities to the City of Tustin.

Kind Regards,
564

Johanna Crooker, AICP
Vice President, Forward Planning and Entitlements, Southern California 5 Peters Canyon Road | Irvine, CA 92606
O: 949.299.3847
www.meritagehomes.com

565
Legend
City Limit
Addresses
Silver
²
0 0.1 0.20.05
mi
The City of Costa Mesa makes no guarantee as to the accuracy of any of the information pr
ovided and assumes no liability for any errors, omissions, or inaccuracies.

WGS 1984 Web Mercator Auxiliary Sphere
© City of Costa Mesa
Vicinity Map
ATTACHMENT 6
566
Legend
City Limit
Addresses
Silver
Z
oning
AP - Administrative
Pr
ofessional
IR-MLT - Institutional
R
ecreational Multi-Use
R1 - Single-Family
R
esidential
R2-MD - Multiple-
F
amily Residential,
Medium Density
R2-HD - Multiple-
F
amily Residential,
High Density
R3 - Multiple Family
R
esidential
MG - General Industrial
MP - Industrial Park
PDI - Planned
Dev
elopment Industrial
C1 - Local Business
C2 - General Business
C1-S - Shopping
Center
TC - Town Center
PDR-NCM - Planned
Dev
elopment
Residential - North
Costa Mesa
I&R - Institutional
R
ecreactional
I&R-S - Institutional
R
ecreational - School
P - Parking
CL - Commercial
Limi
ted
PDC - Planned
²
0 0.1 0.20.05
mi
The City of Costa Mesa makes no guarantee as to the accuracy of any of the inf
ormation provided and assumes no liability for any errors, omissions, or inaccuracies.

WGS 1984 Web Mercator Auxiliary Sphere
© City of Costa Mesa
Zoning Map
567
ATTACHMENT 7

Existing Project Entry
Shiffer Park across Bear Street
568

Existing Development
Existing Ficus Trees along
South Property LIne
569

Southeastern corner of lot
Existing EVA Gate to
be replaced
570

Existing East Property Line
Existing North Property Line
571

Existing Development
Existing Development with Freeway Behind
572

Existing Development
Existing Parking Lot
573

Existing Bear Street Slope
574
City of C
osta Mesa
3150 Bear Street - Fiscal Impact
Analysis
December 11, 2024
Prepared for:

MLC Holdings, Inc.
5 Peters Canyon Road, Suite 310
Irvine, CA 92606
Prepare
d by:
28202 Cabot Road, Suite 620
Laguna Niguel, CA 92677
T. 949-542-7070
F. 949-542-7076
ATTACHMENT 8
575
MLC Holdings, Inc. – 3150 Bear Street
Fiscal Impact Analysis Report
December 11, 2024

2 | Page

1. INTRODUCTION
On behalf of MLC Holdings, Inc. (“Developer”), Zimmerman Group, Inc. has completed a f iscal impact analysis (“FIA”) for the proposed residential home development located at 3150 Bear Street (“Property”) in the City of Costa Mesa (“City”). The Property is currently being used for hosting luxury events , but Developer is proposing to develop 142 residential units (“Project”), which includes seven affordable housing units on the Property. The Project is proposed to include 122 4-story stacked flats and 20 cluster motor court homes. This FIA report calculates the estimated annual recurring fiscal impact on the City’s general fund (“General Fund”) that will result from development of the proposed Project.

2. FISCAL IMPACT ANALYSIS

2.1 PURPOSE & METHODOLOGY
The FIA analyzes the additional revenues and expenses to the General Fund expected to result from the development of the Project . The additional revenues are then compared to the additional expenses to determine the net fiscal impact (surplus or deficit) on the General F und. Revenues and expenses are calculated using the case study method (“Case Study Method”) or the per capita method (“Per Capita Method”) . The Case Study Method uses Project specific variables, such as estimated home values, to determine the estimated impact on the General Fund . The Per Capita Method is based on the City’s total revenue or expense from the Adopted 2024- 25 Budget, divided by the current service population to determine the average revenue or expense per person.

For certain revenue and expense categories, adjustments are made to account for the marginal impact differing from the existing citywide average per capita amount. For example, there are certain fixed costs that are not expected to increase as a result of the Project development.

The estimated projected revenues and expenditures are based on information and assumptions for the proposed Project , data from the City’s Fiscal Year 2024- 25 Operating Budget , 2024-25 tax rates and tax allocations from the Orange County Auditor Controller, 2024- 25 assessed values and tax rate area information from the Orange County Treasurer, as well as statistical data from the California Department of Finance and the U.S. Bureau of Statistics.

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December 11, 2024

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2.2 CONCLUSIONS

A. Summary
The increase in General F und revenues following the buildout of the Project is estimated to be approximately $440,593 per year, and the increase in General F und expenses is estimated to be approximately $362,535 per year. Accordingly, there is expected to be an annual surplus of approximately $78,058 to the G eneral Fund following Project buildout . The table below summarizes the estimated annual General Fund revenues, expenses and surplus. As indicated, the revenue to expense ratio is 1.22, meaning the revenues exceed the expenses by approximately 22%.

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December 11, 2024

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TABLE 2-1
GENERAL FUND – FISCAL IMPACTS
Annual General Fund Revenues
Amount at
Buildout
Percent
of Total
Property Tax $204,145 46.4%
Prop Tax-In Lieu VLF 92,585 21.0%
Property Transfer Tax 8,786 2.0%
Sales Tax 64,982 14.7%
Sales Tax - Prop 172 1,221 0.3%
Franchise Fees 17,186 3.9%
Business Licenses 2,422 0.5%
Fines and Forfeitures 3,352 0.8%
Licenses and Permits 12,354 2.8%
Fees and Charges 33,559 7.6%
Total Revenues $440,593 100.0%

Annual General Fund Expenditures
Amount at
Buildout
Percent
of Total
Parks and Community Services 23,267 6.4%
Police Department 159,417 44.0%
Fire and Rescue Department 97,249 26.8%
Development Services 21,691 6.0%
Public Works 60,912 16.8%
Total Expenditures $362,535 100.0%

Annual Recurring Surplus/(Deficit) at Buildout $78,058
Revenues to Expenditure Ratio 1.22

B. Recurring Revenues
Property Tax
The County Auditor -Controller identifies property tax rates as a percentage of total assessed valuation by Tax Rate Area ("TRA"). The Project is within TRA 15-139. Property tax revenues are calculated using the TRA apportionment factors to forecast property tax revenues expected from the Project. Based on information provided by the Auditor -Controller’s office, the General Fund receives approximately 14.92% of the basic one percent ad valorem property tax levy.

Based on the projected assessed value for the Project , less the existing assessed value of the Project site, additional property tax revenues to the General Fund are projected to be $ 204,145 578
MLC Holdings, Inc. – 3150 Bear Street
Fiscal Impact Analysis Report
December 11, 2024

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annually at build- out. See Tables 2 and 3 of the Appendix for details of the property tax calculations.

Prop Tax-In Lieu VLF
Historically, approximately three-fourths of Vehicle License Fee (VLF) revenue was allocated to cities and counties as general-purpose funding. Beginning in 1998- 99, the State reduced the VLF payment required from vehicle owners. However, the State made up the revenue impact of the VLF rate reductions with State G eneral Fund revenue (the “VLF Backfill”). The VLF Backfill was eliminated in the 2004 -05 State Budget. In that year, the VLF Backfill to cities and counties was permanently replaced with an equivalent increase in property tax revenues (Property Tax In Lieu of VLF). This increase was funded by decreases in property tax revenues allocated to schools and community colleges.

Annual Property Taxes in Lieu of VLF are estimated to be $92,585 for the Project as shown in Table 2 of the Appendix. Revenues from Property Taxes In Lieu of VLF are estimated at .06765% of the increase in assessed valuation of $136,855,950. This percentage is based on the total Property Tax In Lieu of VLF in the Adopted Budget of $16,734,432 divided by the total City assessed valuation of $24,736,139,990.

Property Transfer Tax
Property transfer tax applies to all sales of real property at a rate of $1.10 per $1,000 of sale or resale value, excluding assumed liens or encumbrances. The City receives 50% of the Documentary Stamp Tax , and it is assumed the Project will have a 10% turnover rate each year estimated to generate $8,786 per year in revenues to the General Fund as shown in Table 2 of the Appendix.

Sales Tax
Sales tax revenues are generated by taxable purchases made within the C ity. As shown in Table 4 of the Appendix, it is anticipated that the Project will generate approximately $ 45,762 in annual taxable sales per unit totaling $6,498,204 in taxable sales at buildout . This includes only the taxable sales expected to be captured by the City. The C ity will receive 1.00% of taxable sales resulting in an estimated recurring annual sales tax revenue of $64,982 to the General Fund. 579
MLC Holdings, Inc. – 3150 Bear Street
Fiscal Impact Analysis Report
December 11, 2024

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Sales Tax – Prop 172
The Sales Tax – Prop 172 revenue is the Proposition 172 half -cent sales and use tax approved by voters in 1993 to cushion the impact of the “Educational Revenue Augmentation Fund” (ERAF) property tax shifts. The State collects the Proposition 172 tax and apportions it to each county based on their proportionate share of statewide taxable sales. Each county is then required to allocate this revenue to the cities for public safety services only. It is estimated the City receives

3.76% of the Sales Tax – Prop 172 revenues and the increase to the General Fund will be $ 1,221 for the Project as shown in Table 4 of the Appendix.

Franchise Fees
Franchise Fees are the fees paid by utility companies for franchise rights and use of City streets and rights of way. The Project is estimated to generate additional revenues of $17,186, based on the Per Capita Method, as shown in Table 5 of the Appendix.

Business License Tax
Business licenses are issued for either regulatory or cost recovery purposes, to applicants who conduct business activities within the City. The regulatory authority provides cities the means to protect overall community interests. The Project is estimated to generate additional revenues of $2,422, based on the Per Capita Method, as shown in Table 5 of the Appendix.

Fines and Forfeitures
Fines and Forfeitures primarily come from municipal code violations, motor vehicle code violations, and parking fines . Amounts paid by a defendant include fines and various penalties, assessments, and restitution. The Project is estimated to generate additional revenues of $3,352, based on the Per Capita Method, as shown in Table 5 of the Appendix.

Licenses and Permits
Licenses and Permits are issued for either regulatory or cost recovery purposes, to applicants who conduct business activities within the City. The regulatory authority provides cities the means to protect the overall community interests. An example of licenses issued is animal licenses. Major categories of permits are street permits, building permits, electrical permits, plumbing permits, 580
MLC Holdings, Inc. – 3150 Bear Street
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December 11, 2024

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and mechanical permits. The Project is estimated to generate additional revenues of $ 12,354, based on the Per Capita Method, as shown in Table 5 of the Appendix.

Fees and Charges for Services
The City’s fees and charges include: user fees charged to a person or entity participating in the various recreation classes offered by the City, plan check fees, other services provided by the Planning Division related to zoning and conditional use permits, fingerprinting, false alarms, police reports, fire inspection, ambulance transportation, and hazardous materials disclosure fees.

The Project is estimated to generate additional revenues of $33,559, based on the Per Capita Method, as shown in Table 5 of the Appendix.

C. Recurring Expenses
Parks and Community Services
The Parks and Community Services Department provides the citizens of the City with a variety of high-quality recreation facilities, programs, and services. These facilities include the Balearic Community Center, the Downtown Aquatic and Recreation Centers, the Norma Hertzog Community Center, the Costa Mesa Senior Center, and the Jack Hammett Sports Complex. In terms of programs, the Department provides a large offering of youth, teen, and adult recreation programs and classes, as well as Citywide special events. The Project is estimated to generate additional costs of $23,267 based on the Per Capita Method as shown in Table 6 of the Appendix.

Police Department
The Police Department is tasked with protecting life and property while preserving the peace. The department is comprised of three divisions: Police Administration, Police Field Operations, and Police Support Services. The Project is estimated to generate additional costs of $159,417, based on the Per Capita Method, as shown in Table 6 of the Appendix.

Fire and Rescue Department
The Fire and Rescue Department is a public safety function that protects life, property and the environment through its mitigation, prevention, preparedness, response, and recovery services.

The 3 divisions of the Fire and Rescue Department are Fire Administration, Fire/Rescue Operations/Emergency Medical Services, and Community Risk Reduction. The Project is 581
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December 11, 2024

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expected to generate additional costs of $ 97,249, based on the Per Capita Method, as shown in Table 6 of the Appendix.

Development Services
The Development Services Department implements community development programs and functions. The Department is comprised of five divisions and are as follows: Administration, Planning, Building Safety, Community Improvement, and Housing and Community Development. The Project is expected to generate additional costs of $21,691, based on the Per Capita Method and a marginal cost impact adjustment, as shown in Table 6 of the Appendix.

Public Works
The Public Works Department provides services related to engineering design, construction management, transportation, street, energy and sustainability, park and city facilities maintenance, water quality, waste management and recycling street sweeping, and fleet management . The Project is expected to generate additional costs of $60,912, based on the Per Capita Method, as shown in Table 6 of the Appendix.

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APPENDIX

FISCAL IMPACT CALCULATIONS

PROPOSED RESIDENTIAL PROJECT

583
TABLE 1

ESTIMATE OF PROJECT POPULATION
3150 BEAR STREET - FISCAL IMPACT ANALYSIS

PROPOSED RESIDENTIAL PROJECT
City-Wide Household Population (a) 106,907
Number of Housing Units (a) 42,432
City-Wide Average Persons Per Unit 2.52
Residential Units at Buildout 142
Total Project Population at Buildout 358
Footnotes:
(a) Source: E-5 City/County Population and Housing Estimates, 1/1/2024 from the California Department of Finance.

DRAFT
584
TABLE 2

ESTIMATE OF REVENUES FROM PROPERTY TAXES
3150 BEAR STREET - FISCAL IMPACT ANALYSIS

PROPOSED RESIDENTIAL PROJECT
Property Tax Levy 1.00% In-Lieu Property Tax Per $1,000 of Transfer Tax Rate (d) 0.055% City Portion (b) 14.92% AV Growth (c) $0.6765 Turnover Rate (e) 10.00% Floor Plan
Unit
Mix (a)
Assessed
Value (a)
Total
Assessed
Value
Property Tax
Revenue/
Unit
Property Tax
Revenue at
Buildout
Property Tax
In-Lieu
Revenues/ Unit
In-Lieu
Property
Revenues at
Buildout
Property
Transfer Tax
Revenue/Unit
Property
Transfer Tax
Revenue at
Buildout
Plan 1 13 $1,420,000 $18,460,000 $2,118 $27,536 $961 $12,489 $78 $1,015 Plan 2 7 $1,555,000 $10,885,000 $2,320 $16,237 $1,052 $7,364 $86 $599 Plan 3 42 $990,000 $41,580,000 $1,477 $62,024 $670 $28,130 $54 $2,287 Plan 4 12 $1,080,000 $12,960,000 $1,611 $19,332 $731 $8,768 $59 $713 Plan 5 45 $1,190,000 $53,550,000 $1,775 $79,879 $805 $36,228 $65 $2,945 Plan 6 16 $1,305,000 $20,880,000 $1,947 $31,146 $883 $14,126 $72 $1,148 Plan 3A 4 $193,000 $772,000 $288 $1,152 $131 $522 $11 $42 Plan 4A 3 $219,250 $657,750 $327 $981 $148 $445 $12 $36 Total at Buildout 142 $159,744,750 $238,287 $108,070 $8,786 Less Existing Assessed Value (f) -$22,888,800 -$34,143 -$15,485 $0 Total Increase to General Fund $136,855,950 $204,145 $92,585 $8,786 Footnotes:
(a) Unit mix and assessed value based on estimated home pricing received from Developer. Plans 1A and 2A represent affordable housing units. (d) Transfer tax is 0.11% of the sale price of residential property and the City receives 50% of the taxed amount. (e) Assumes a 10% turnover rate each year.
(f) Project site has assessed value of $22,888,800 per the 2024-25 property tax bills. (c) AV Growth is calculated by taking the Property Taxes-In Lieu amount of $16,734,432, from the Adopted FY 2024-25 Budget, divided by the City AV Estimate of $24,736,139,990, from the 2023-2024 District Values for Publication of Assessed Valuations Booklet Equalized Roll Values from the Orange County Auditor Controller, multiplied by $1,000 to equal $0.6765 of every $1,000 of AV Growth. (b) The Subject Property's Tax Rate Area is 15-139 and the City of Costa Mesa receives 0.14917% of the 1% Ad Valorem from the County.

DRAFT
585
District District Name
Agency Pct of
Revenue
Property Taxes
at Buildout
001C ORANGE CO GEN. FUND 0.0678159786 $92,810
002A ORANGE COUNTY PUBLIC LIBRARY 0.0183476652 $25,110
710A O C FLOOD CONTROL DISTRICT 0.0217608000 $29,781
713A O C PARKS CSA 26 0.0168204303 $23,020
001C EDUCATIONAL REVENUE AUGMENTATION FUND 0.1124933430 $153,954 002A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0211005817 $28,877 065B EDUCATIONAL REVENUE AUGMENTATION FUND 0.0372952273 $51,041 703A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0008054134 $1,102 708A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0020587714 $2,818 710A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0089396001 $12,234 713A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0032177102 $4,404 744A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0010062745 $1,377 757B EDUCATIONAL REVENUE AUGMENTATION FUND 0.0011051571 $1,512 922A EDUCATIONAL REVENUE AUGMENTATION FUND 0.0052848214 $7,233 703A ORANGE CO CEMETRY FUND-GENERAL 0.0005470431 $749
065B COSTA MESA CITY 0.1498604348 $205,093
757B COSTA MESA SANITARY DIST-GEN.FUND 0.0016577357 $2,269 744A ORANGE CO VECTOR CONTROL DIST 0.0012287604 $1,682
960A ORANGE COUNTY WATER DISTRICT 0.0077993053 $10,674
961A ORANGE WATER DIST-WATER RESERVE 0.0001171022 $160
708A ORANGE TRANSIT AUTHORITY 0.0030881571 $4,226
916H OC SANITATION #7 GEN FUND 0.0158287550 $21,663
320B NEWPORT-MESA UNIF GEN FUND 0.3804494669 $520,668
300B COAST COMM COLLEGE GEN FUND 0.1060513015 $145,138
600A O C DEPT OF EDUCATION-GEN FUND 0.0153201640 $20,967 Total 1.0000000000 $1,368,560
Sources:

TABLE 3
TRA: 15-072
BREAKDOWN OF 1% AD VALOREM TAX
Orange Count Auditor office
Section 99 Factor Report by TRA 2024-2025
DRAFT
586
TABLE 4

ESTIMATE OF SALES TAXES
3150 BEAR STREET - FISCAL IMPACT ANALYSIS

PROPOSED RESIDENTIAL PROJECT
Estimate of Household Income
Weighted Average Sales Price $1,124,963
Down Payment 10% $112,496
Loan Amount $1,012,467
Interest Rate (a) 6.75%
Term (Years) 30
Annual Mortgage Payments $78,802
HOA Dues (Per Month) $214 $2,573
Maintenance / Insurance (Per Month) $100 $1,200
Property Taxes 1.25% $14,062
Total Annual Housing Costs $96,637
Percent of Income Spent on Housing 37%
Average Annual Household Income $263,000
Estimated Sales Taxes Per Unit
Percent of Income on Taxable Spending (b) 34.80%
City Spending Capture 50.00%
Taxable Sales within the City $45,762
City Portion of Base Sales Tax (c) 1.00% $458
City Portion of Prop 172 Sales Tax (d) $9
Estimated Sales Taxes at Buildout
Total Units 142
Taxable Sales within the City $6,498,204
City Portion of Sales Tax $64,982
Sales Tax - Prop 172 (Safety) $1,221
Footnote:
(a) Estimate 30 year mortgage rate based on Bankrate.com. (c) Per Page 36 of the City Operating Budget.
(b) Per the U.S. Bureau of Labor Statistics, Western Information Office, Consumer Expenditures for the Los Angeles Area - 2021-22. Assumes 50% of the 13.2% spent on food is taxable. (d) The City receives 3.76% of the Half-Cent Sales Tax (Safety) based on the 2024-25 Adopted Budget.

DRAFT
587
TABLE 5

ESTIMATE OF ANNUAL RECURRING REVENUES
3150 BEAR STREET - FISCAL IMPACT ANALYSIS

PROPOSED RESIDENTIAL PROJECT
Demographic Profile:

Household
Population
Employment
Population (a)
Total
Population/
Jobs
Total Resident
Equivalents (b)
City of Costa Mesa 106,907 64,291 171,198 139,053
3150 Bear Street 358 0 358 358
City FY 2024-25
Adopted Budget
(c)
Per Capita
Service
Population
Per Capita
Revenue
New Residents/
Resident
Equivalents
"Marginal
Revenue" Impact
Adjustment (e)
Annual Revenue
at Buildout
Taxes
Property Tax $39,815,092 $204,145
Prop Tax-In Lieu VLF $16,734,432 $92,585
Property Transfer Tax $1,139,605 $8,786
Sales Tax $80,063,389 $64,982
Sales Tax - Prop 172 $1,504,501 $1,221
Other Taxes (d) $16,340,474 Res Equiv $117.51 358 100% $0 Franchise Fees $6,675,334 Res Equiv $48.01 358 0% $17,186 Business Licenses $940,807 Res Equiv $6.77 358 0% $2,422 Fines and Forfeitures $1,302,091 Res Equiv $9.36 358 0% $3,352 Licenses and Permits $4,798,456 Res Equiv $34.51 358 0% $12,354 Fees and Charges $13,034,685 Res Equiv $93.74 358 0% $33,559 Use of Money and Property (d) $5,360,700 Res Equiv $38.55 358 100% $0 Other Government Agencies (d) $896,086 Res Equiv $6.44 358 100% $0 Other Revenues (d) $1,288,507 Res Equiv $9.27 358 100% $0 Total Revenues $189,894,159 $440,593
Footnotes:
(b) Assumes that two employees have the same impact as one resident. (c) Amounts from the Adopted 2024-25 City Budget.
(d) Revenues assumed to not be affected by the increase of the Project population. (e) Indicates the adjustment to certain per capita revenue categories not expected to increase based on the citywide average. (a) Total Employment of 64,291 is from the City Profile on page 7 of the Adopted 2024-25 City Budget. -------------------------------Case Study------------------------------- -------------------------------Case Study------------------------------- -------------------------------Case Study------------------------------- -------------------------------Case Study------------------------------- -------------------------------Case Study------------------------------- DRAFT
588
TABLE 6

ESTIMATE OF ANNUAL RECURRING EXPENDITURES
3150 BEAR STREET - FISCAL IMPACT ANALYSIS

PROPOSED RESIDENTIAL PROJECT
Demographic Profile:

Household
Population
Employment
Population (a)
Total
Population/
Jobs
Total Resident
Equivalents (b)
City of Costa Mesa 106,907 64,291 171,198 139,053
3150 Bear Street 358 0 358 358
City FY 2024-25
Adopted Budget
Service
Population
Per Capita
Expense
New Residents/
Resident
Equivalents
"Marginal Cost"
Impact
Adjustment (c)
Estimated
Recurring
Expenditures at
Buildout
City Council $874,089 Res Equiv $6.29 358 100% $0
City Manager’s Office $9,594,377 Res Equiv $69.00 358 100% $0 City Attorney $1,086,750 Res Equiv $7.82 358 100% $0
Finance $6,073,764 Res Equiv $43.68 358 100% $0
Parks and Community Services $9,037,068 Res Equiv $64.99 358 0% $23,267 Information Technology $6,402,558 Res Equiv $46.04 358 100% $0 Police Department $61,919,751 Res Equiv $445.30 358 0% $159,417 Fire and Rescue Department $37,772,922 Res Equiv $271.65 358 0% $97,249 Development Services $9,911,803 Res Equiv $71.28 358 15% $21,691 Public Works $23,659,001 Res Equiv $170.14 358 0% $60,912 Non-Departmental (d) $23,562,076 Res Equiv $169.45 358 100% $0 Total Expenditures $189,894,159 $362,535
Footnotes:
(b) Assumes that two employees have the same impact as one resident. (c) Reflects adjustment to expenditures that do not have a 1:1 relationship between projected population growth and costs for municipal services because of certain fixed costs. (a) Total Employment of 64,291 is from the City Profile on page 7 of the Adopted 2024-25 City Budget. (d) Includes costs assumed not to be affected by Project population such as debt service requirements, interfund transfers, City Manager contigency, Retiree Medical Plan benefits for employees hired before January 1, 2024, and subsidy to the Housing Authority.

DRAFT
589
TABLE 7

ESTIMATE OF GENERAL FUND FISCAL IMPACT
3150 BEAR STREET - FISCAL IMPACT ANALYSIS

PROPOSED RESIDENTIAL PROJECT
Annual General Fund Revenues
Amount at
Buildout
Percent
of Total
Property Tax $204,145 46.3%
Prop Tax-In Lieu VLF 92,585 21.0%
Property Transfer Tax 8,786 2.0%
Sales Tax 64,982 14.7%
Sales Tax - Prop 172 1,221 0.3%
Other Taxes 0 0.0%
Franchise Fees 17,186 3.9%
Business Licenses 2,422 0.5%
Fines and Forfeitures 3,352 0.8%
Licenses and Permits 12,354 2.8%
Fees and Charges 33,559 7.6%
Use of Money and Property 0 0.0%
Other Government Agencies 0 0.0%
Other Revenues 0 0.0%
Total Revenues $440,593 100.0%
Annual General Fund Expenditures
Amount at
Buildout
Percent
of Total
City Council $0 0.0%
City Manager’s Office 0 0.0%
City Attorney 0 0.0%
Finance 0 0.0%
Parks and Community Services 23,267 6.4%
Information Technology 0 0.0%
Police Department 159,417 44.0%
Fire and Rescue Department 97,249 26.8%
Development Services 21,691 6.0%
Public Works 60,912 16.8%
Non-Departmental (d) 0 0.0%
Total Expenditures $362,535 100.0%
Annual Recurring Surplus/(Deficit) at Buildout $78,058
Revenues to Expenditure Ratio 1.22
DRAFT
590

TECHNICAL MEMORANDUM
20341 SW Birch Street | Suite 230 | Newport Beach, CA 92660 | (949) 660-1994 | urbanxroads.com DATE: April 14, 2025
TO: Johanna Crooker, MLC Holdings, Inc.

FROM: Charlene So, Urban Crossroads, Inc.

JOB NO: 15843-05 FTA Memo
SUBJECT: TENTATIVE TRACT MAP NO. 19334 FOCUSED TRAFFIC

ASSESSMENT
Urban Crossroads, Inc. has prepared the following Focused Traffic Assessment for Tentative Tract Map No. 19334 (Project), which is located at 3150 Bear Street in the City of Costa Mesa. This letter describes the proposed Project trip generation and determines whether any additional traffic operations analysis is required based on the City’s Transportation Impact Analysis (TIA) Guidelines (October 2020, City Guidelines). In addition, this assessment evaluates the segment of Bear Street along the Project’s frontage.

EXISTING USE & PROPOSED PROJECT
The site is 6. 12-acre and is currently developed with the former 65,652 square foot Trinity Broadcasting Network (TBN) building along with a 1,000 square foot maintenance building which is n o w o c c u p i e d b y T h e P a l a z z o b y K o s h b i n w h i c h i s a E u r o p e a n-style event venue. The Project proposes to develop a new residential infill community consisting of a total of 142 for-sale townhomes within eight separate buildings (of which seven units or five percent of the total units will be designated very -low affordable un its). The townhomes would range in size from approximately 1,060 to 2,218 square feet with 2-story detached homes and 4-story attached homes.

A preliminary site plan for the proposed Project is shown on Exhibit 1. As indicated on Exhibit 1, access to the site is accommodated via a single driveway on Bear Street (where the existing site access is located) and an emergency vehicle access (EVA) to the north east of the site via Olympic Avenue.

ATTACHMENT 9
591

15843-05 FTA Memo 2 Tentative Tract Map No. 19334
EXHIBIT 1: PRELIMINARY SITE PLAN

BEAR STREET

OLYMPIC
AVE

EXISTING SINGLE FAMILY

PRIVATE DRIVE B

PRIVATE DRIVE C

PRIVATE DRIVE D

PRIVATE DRIVE E

PRIVATE DRIVE F

PRIVATE DRIVE A
405 FREEWAY
BLDG 8
BLDG 2
BLDG 1
BLDG 3
BLDG 6
BLDG 7
BLDG 4
BLDG 5

04.09.25 COSTA MESA, CA
L-1
3150 BEAR STREET -
Collaborative

CONCEPTUAL LANDSCAPE PLAN
0 15’ 30’ 60’
Scale: 1”= 30’-0”
592

15843-05 FTA Memo 3 Tentative Tract Map No. 19334

TRIP GENERATION
Trip generation represents the amount of traffic which is both attracted to and produced by a development. Determining traffic generation for a specific project is therefore based upon forecasting the amount of traffic that is expected to be both attracted to and produced by the specific land uses being proposed for a given development.

EXISTING USE: FORMER TBN BUILDING
In an effort to understand the traffic associated with the prior use, trip-generation statistics published in the latest Institute of Transportation Engineers (ITE ) Trip Generation Manual ( 11th Edition, 2021) has been used for the Corporate Headquarters land use category (ITE Land Use Code 714. The site is currently occupied by the former 65,652 square foot TBN building along with a 1,000 square foot maintenance building. Table 1 presents the trip generation rates and summarizes the trip generation for the former use . The former office use was anticipated to generate a total of 530 two-way trips per day with 97 AM peak hour trips and 87 PM peak hour trips as shown in Table 1.

TABLE 1: EXISTING TRIP GENERATION
Land Use1 Units2 ITE LU
Code
AM Peak Hour PM Peak Hour
Daily In
Out Total In
Out Total
Corporate Headquarters TSF 714 1.35 0.10 1.45 0.12 1.18 1.30 7.95 1 Trip Generation Source: Institute of Transportation Engineers (ITE), Trip Generation Manual, 11th Edition (2021). 2 TSF = thousand square feet

Land Use Quantity Units1 AM Peak Hour PM Peak Hour Daily In Out Total In Out Total
Former Use: TBN Building 66.652 TSF 90 7 97 8 79 87 530 1 TSF = thousand square feet

PROPOSED PROJECT
The Project proposes to develop a new residential infill community consisting of a total of 142 for- sale townhomes within eight separate buildings (of which seven units or five percent of the total units will be designated very-low affordable units). In order to develop the traffic characteristics for the Project, trip-generation statistics published in the latest ITE Trip Generation Manual (11th Edition, 2021) has been used based on the Single Family Detached (ITE Land Use Code 210), Multifamily (Low-Rise) Residential (ITE Land Use Code 220), and Affordable Housing (ITE Land Use Code 223) land use categories. Table 2 presents the trip generation rates and summarizes the proposed Project trip generation. The proposed Project is anticipated to generate a total of 1,000 two-way trips per day with 63 AM peak hour trips and 81 PM peak hour trips as shown in Table 2.

593

15843-05 FTA Memo 4 Tentative Tract Map No. 19334
TABLE 2: PROJECT TRIP GENERATION
Land Use1 Units2 ITE LU
Code
AM Peak Hour PM Peak Hour
Daily
In Out
Total In Out
Total
Single Family Detached DU 210 0.18 0.52 0.70 0.59 0.35 0.94 9.43 Multifamily (Low-Rise) Residential DU 220 0.10 0.30 0.40 0.32 0.19 0.51 6.74 Affordable Housing DU 223 0.10 0.26 0.36 0.27 0.19 0.46 4.81 1 Trip Generation Source: Institute of Transportation Engineers (ITE), Trip Generation Manual, Eleventh Edition (2021). 2 DU = Dwelling Units

Land Use Quantity Units1
AM Peak Hour PM Peak Hour
Daily
In Out Total In Out Total
Detached Two-Story Townhomes 20 DU 4 10 14 12 7 19 190 Attached Townhomes 115 DU 11 35 46 37 22 59 776
Affordable Housing 7 DU 1 2 3 2 1 3 34
Total Trips 142 DU 16 47 63 51 30 81 1,000
1 DU = Dwelling Units

TRIP GENERATION COMPARISON
Table 3 shows the trip generation comparison between the proposed Project uses and the prior office land use. The resulting net change in vehicle trips is identified in Table 3. As shown, the proposed Project is anticipated to generate a net increase of 470 two-way trips per day but a net reduction of 34 AM peak hour trips and 6 fewer PM peak hour trips as compared to the prior office use.

TABLE 3: TRIP GENERATION COMPARISON

AM Peak Hour PM Peak Hour
Daily
In Out Total In Out Total
Former Use: TBN Building 90 7 97 8 79 87 530
Proposed Use: Townhomes 16 47 63 51 30 81 1,000
Net Change in Trips -74 40 -34 43 -49 -6 470
Note: Negative value represents a reduction in comparison to the former use.

594

15843-05 FTA Memo 5 Tentative Tract Map No. 19334

TRIP DISTRIBUTION
The Project trip distribution represents the directional orientation of traffic to and from the Project site. Trip distribution is the process of identifying the probable destinations, directions or traffic routes that will be utilized by Project traffic. The potential interaction between the planned land uses and surrounding regional access routes are considered, to identify the route where the Project traffic would distribute. Based on the existing travel patterns along Bear Street, it is anticipated 53% of the Project’s traffic will head northbound on Bear Street while the remaining 47% would head southbound on Bear Street.

TRAFFIC FORECASTS
In an effort to generate forecasts to be utilized in other technical studies to support the Project, an existing 24-hour roadway count was collected along Bear Street just north of Shiffer Park along the Project’s future western frontage (see Appendix 1). The existing traffic count was collected when local schools were in session and operating on normal bell schedules. Project traffic was then added to the applicable segments on either side of the Project driveway along Bear Street based on the Project’s trip distribution patterns and the trip generation presented in Table 2. Table 4 summarizes the Existing and Existing plus Project average daily traffic forecasts. Bear Street is designated as a Major Arterial (100 -foot right -of-way, six -lanes with raised median) on the City’s General Plan Circulation Element. Based on the City’s Master Plan of Streets and Highways, a Major Arterial has a daily volume capacity of 56,000 -68,000 vehicles per day which is well below the existing and anticipated E+P traffic forecasts shown in Table 4.

TABLE 4: ROADWAY SEGMENT FORECAST
Roadway Segment Existing ADT Project ADT E+P ADT
Bear Street, north of Project Driveway 25,475 530 26,005 Bear Street, south of Project Driveway 25,475 470 25,945 ADT = Average Daily Traffic (Two-Way Traffic)
If you have any questions, please contact me directly at [email protected].

595

15843-05 FTA Memo 6 Tentative Tract Map No. 19334
APPENDIX 1:

EXISTING (2025) TRAFFIC COUNTS
596
A31224
DATE: CITY: Costa Mesa
JOB #: SC5131 LOCATION: CLASS1 Bear St north of Shiffer Park AM PM
T I M E 123456 T O T A L T i m e 123456 T O T A L
0:00 2 600000 26 12:00 2 5 980000 267
0:15 1 500000 15 12:15 2 4 480000 252
0:30 1 300000 13 12:30 2 2 1 1 20000 233
0:45 900000 9 12:45 2 2 930100 233
1:00 1 400000 14 13:00 2 2 0 1 11001 233
1:15 1 200000 12 13:15 2 3 390101 244
1:30 1 100000 11 13:30 1 8 930000 192
1:45 900000 9 13:45 2 1 051000 216
2:00 810000 9 14:00 2 3 140000 235
2:15 300000 3 14:15 2 2 250000 227
2:30 800000 8 14:30 2 6 2 1 10100 274
2:45 600000 6 14:45 2 8 9 1 02100 302
3:00 400000 4 15:00 2 9 3 1 30000 306
3:15 400000 4 15:15 2 8 690100 296
3:30 600000 6 15:30 2 8 0 1 20000 292
3:45 700100 8 15:45 29080001 299
4:00 1100000 11 16:
00 333 1 60001 350
4:15 700000 7 16:15 32181000 330
4:30 1301000 14 16:30 350 1 10000 361
4:45 1420000 16 16:45 35690000 365
5:00 1000000 10 17:00 36570100 373
5:15 1620000 18 17:15 36230100 366
5:30 1300000 13 17:30 33290000 341
5:45 3200000 32 17:45 33650100 342
6:00 2500000 25 18:00 29650001 302
6:15 2330001 27 18:15 31070000 317
6:30 2630000 29 18:30 20030000 203
6:45 4400000 44 18:45 20720000 209
7:00 5530000 58 19:00 16500000 165
7:15 7300000 73 19:15 15510000 156
7:30 7620000 78 19:30 13620000 138
7:45 14240000 146 19:45 12400000 124
8:00 14320000 145 20:00 12420000 126
8:
15 17720002 181 20:15 9010000 91
8:30 13540000 139 20:30 9620000 98
8:45 12170000 128 20:45 7200000 72
9:00 13371000 141 21:00 10720101 111
9:15 13322000 137 21:15 9810000 99
9:30 17390000 182 21:30 7530000 78
9:45 18860100 195 21:45 6910000 70
10:00 14390100 153 22:00 7500000 75
10:15 17970000 186 22:15 8500100 86
10:30 19140201 198 22:30 6300000 63
10:45 18891100 199 22:45 5100000 51
11:00 20380000 211 23:00 3320000 35
11:15 20071000 208 23:15 3920000 41
11:30 24040000 244 23:30 3300000 33
11:45 27030000 273 23:45 3000000 30
TOTAL 3,552 1 106604 3 ,678 TOTAL 9,446 235 5 10 0 6 9,702 AM PEAK HOUR 11:00 AM AM PEAK HOUR 4:30 PM
AM PEAK VOLUME 936 AM PEAK VOLUME 1,465
CLASS 1 PASSENGER VEHICLES TOTAL: AM+PM 12,998 345 11 16 0 10 13,380 CLASS 2 2-AXLE TRUCKS % OF TOTAL 97.1% 2.6% 0.1% 0.1% 0.0% 0.1% 100.0% CLASS 3 3-AXLE TRUCKS
CLASS 4 4 OR MORE AXLE TRUCKS
CLASS 5 RV TOTAL: ALL 24,800 601 26 33 0 15 25,475
CLASS 6 Buses % OF TOTAL 97.4% 2.4% 0.1% 0.1% 0.0% 0.1% 100.0%

24-HOUR ROADWAY SEGMENT COUNTS (WITH CLASSIFICATION)
Prepared by AimTD LLC tel. 714 253 7888 [email protected]
Wednesday, January 15, 2025

NORTHBOUND NORTHBOUND
597
A31224
DATE: CITY: Costa Mesa
JOB #: SC5131 LOCATION: CLASS1 Bear St north of Shiffer Park AM PM
T I M E 123456 T O T A L T i m e 123456 T O T A L
0:00 1 310000 14 12:00 1 7 460000 180
0:15 900000 9 12:15 2 1 221001 216
0:30 910000 10 12:30 2 0 551000 211
0:45 700000 7 12:45 2 2 950000 234
1:00 400000 4 13:00 2 0 230000 205
1:15 300000 3 13:15 1 9 260000 198
1:30 300000 3 13:30 1 8 741100 193
1:45 520000 7 13:45 2 2 780000 235
2:00 400000 4 14:00 1 8 320000 185
2:15 300000 3 14:15 2 3 930001 243
2:30 600000 6 14:30 2 1 350000 218
2:45 200000 2 14:45 2 3 030000 233
3:00 410000 5 15:00 2 3 150000 236
3:15 400000 4 15:15 2 2 850000 233
3:30 900000 9 15:30 2 1 360000 219
3:45 1200000 12 15:45 23661201 246
4:00 1100000 11 16:
00 20510000 206
4:15 900000 9 16:15 21920000 221
4:30 2410000 25 16:30 22410100 226
4:45 2701000 28 16:45 19720000 199
5:00 1600000 16 17:00 27060000 276
5:15 3100101 33 17:15 24910000 250
5:30 2610000 27 17:30 22610000 227
5:45 6520000 67 17:45 22510000 226
6:00 6320000 65 18:00 20320000 205
6:15 9460000 100 18:15 18540000 189
6:30 9530000 98 18:30 19210000 193
6:45 12420300 129 18:45 20030100 204
7:00 11351001 120 19:00 19020000 192
7:15 15980100 168 19:15 17110000 172
7:30 27440100 279 19:30 17730000 180
7:45 26341000 268 19:45 16500000 165
8:00 257 130000 270 20: 00 19520100 198
8:15 205 1 00000 215 20:15 15400000 154
8:30 22990000 238 20:30 12410000 125
8:45 20460000 210 20:45 11101000 112
9:00 13640000 140 21:00 11321000 116
9:15 11062000 118 21:15 7210000 73
9:30 11772000 126 21:30 7400000 74
9:45 12360100 130 21:45 5500000 55
10:00 10111100 104 22:00 5600000 56
10:15 9790000 106 22:15 3600000 36
10:30 13640000 140 22:30 2400000 24
10:45 13380000 141 22:45 2800000 28
11:00 14630200 151 23:00 1800000 18
11:15 16210100 164 23:15 1500000 15
11:30 17370000 180 23:30 1110000 12
11:45 19061000 197 23:45 710000 8
TOTAL 4,010 143 9 11 0 2 4,175 TOTAL 7,792 1 136603 7 ,920 AM PEAK HOUR 7:30 AM AM PE AK HOUR 5:00 PM
AM PEAK VOLUME 1,032 AM PEAK VOLUME 979
CLASS 1 PASSENGER VEHICLES TOTAL: AM+PM 11,802 256 15 17 0 5 12,095 CLASS 2 2-AXLE TRUCKS % OF TOTAL 97.6% 2.1% 0.1% 0.1% 0.0% 0.0% 100.0% CLASS 3 3-AXLE TRUCKS
CLASS 4 4 OR MORE AXLE TRUCKS
CLASS 5 RV
CLASS 6 BUS
24-HOUR ROADWAY SEGMENT COUNTS (WITH CLASSIFICATION)
Prepared by AimTD LLC tel. 714 253 7888 [email protected]
Wednesday, January 15, 2025

SOUTHBOUND SOUTHBOUND
598
A31224
DATE: CITY: Costa Mesa
JOB #: SC5131 LOCATION: CLASS1 Bear St north of Shiffer Park AM PM
T I M E 123456 T O T A L T i m e 123456 T O T A L
0:00 3 910000 40 12:00 4 3 3 1 40000 447
0:15 2 400000 24 12:15 4 5 6 1 01001 468
0:30 2 210000 23 12:30 4 2 6 1 71000 444
0:45 1 600000 16 12:45 4 5 880100 467
1:00 1 800000 18 13:00 4 2 2 1 41001 438
1:15 1 500000 15 13:15 4 2 5 1 50101 442
1:30 1 400000 14 13:30 3 7 671100 385
1:45 1 420000 16 13:45 4 3 7 1 31000 451
2:00 1 210000 13 14:00 4 1 460000 420
2:15 600000 6 14:15 4 6 180001 470
2:30 1 400000 14 14:30 4 7 5 1 60100 492
2:45 800000 8 14:45 5 1 9 1 32100 535
3:00 810000 9 15:00 5 2 4 1 80000 542
3:15 800000 8 15:15 5 1 4 1 40100 529
3:30 1 500000 15 15:30 4 9 3 1 80000 511
3:45 1900100 20 15: 45 526 1 41202 545
4:00 2200000 22 16:00 538 1 70001 556
4:15 1600000 16 16:15 540 1 01000 551
4:30 3711000 39 16:30 574 1 20100 587
4:45 4121000 44 16:45 553 1 10000 564
5:00 2600000 26 17:00 635 1 30100 649
5:15 4720101 51 17:15 61140100 616
5:30 3910000 40 17:30 558 1 00000 568
5:45 9720000 99 17:45 56160100 568
6:00 8820000 90 18:00 49970001 507
6:15 11790001 127 18:15 495 1 10000 506
6:30 12160000 127 18:30 39240000 396
6:45 16820300 173 18:45 40750100 413
7:00 16881001 178 19:00 35520000 357
7:15 23280100 241 19:15 32620000 328
7:30 35060100 357 19:30 31350000 318
7:45 40581000 414 19:45 28900000 289
8:00 4 00 1 50000 415 20:00 31940100 324
8:15 382 1 20002 396 20:15 24410000 245
8:30 364 1 30000 377 20:30 22030000 223
8:45 325 1 30000 338 20:45 18301000 184
9:00 269 1 11000 281 21:00 22041101 227
9:15 24384000 255 21:15 17020000 172
9:30 290 1 62000 308 21:30 14930000 152
9:45 311 1 20200 325 21:45 12410000 125
10:00 244 1 01200 257 22:00 13100000 131
10:15 276 1 60000 292 22:15 12100100 122
10:30 32780201 338 22:30 8700000 87
10:45 321 1 71100 340 22:45 7900000 79
11:00 349 1 10200 362 23:00 5120000 53
11:15 36281100 372 23:15 5420000 56
11:30 413 1 10000 424 23:30 4410000 45
11:45 46091000 470 23:45 3710000 38
TOTAL 7,562 253 15 17 0 6 7,853 TOTAL 17,238 348 11 16 0 9 17,622 AM PEAK HOUR 11:00 AM AM P EAK HOUR 4:30 PM
AM PEAK VOLUME 1,628 AM PEAK VOLUME 2,416
CLASS 1 PASSENGER VEHICLES TOTAL: AM+PM 24,800 601 26 33 0 15 25,475 CLASS 2 2-AXLE TRUCKS % OF TOTAL 97.4% 2.4% 0.1% 0.1% 0.0% 0.1% 100.0% CLASS 3 3-AXLE TRUCKS
CLASS 4 4 OR MORE AXLE TRUCKS
CLASS 5 RV
CLASS 6 Buses

24-HOUR ROADWAY SEGMENT COUNTS (WITH CLASSIFICATION)
Prepared by AimTD LLC tel. 714 253 7888 [email protected]
Wednesday, January 15, 2025

COMBINED COMBINED
599
Page | 1

ARBORIST REPORT
Bear Street Project
Prepared for:

Meritage Homes
Prepared by:

Dillon Reynolds - ISA Certified WE-9690A- The Landscape Center ATTACHMENT 10
600
Page | 2

DILLON REYNOLDS
Certified Arborist
The landscape center

March 24, 2025

Johanna Crooker Via Email: [email protected] Meritage Homes
5 Peters Canyon Road, Suite 310
Irvine, CA 92606

Dear Ms. Crooker,

This report is submitted for your review in response to your request for an arboricultural survey and arboricultural reporting services of existing palms and trees located at the Bear Street Project (Tract 19334) in Costa Mesa, California. The site address is 3150 Bear Street Costa Mesa, CA. The inventory and site review of the trees located within the project limits was performed on Friday, December 13, 2024 and Monday, March 17, 2025.

Included with this report is a map of the inventoried trees (Exhibit 1), and a tree inventory matrix (Exhibit 2.)

The project proposes redeveloping the existing site. The redevelopment would include the construction of multiple residences along with the creation of a Central Open Space that would include landscaped common areas, and landscaped areas between buildings. Private open space would include front porches and patios/ balconies. All of which will encompass the planting of new trees, featuring a diverse range of species, as part of the project.

601
Page | 3

ASSIGNMENT

I have been asked to visit the Bear Street Project to assess, locate and provide an evaluation of the state of the palms and trees on the property as well as collect data. Data collected includes:
• Identify trees with a unique tree number
• Common name
• Botanical name
• Diameter at 54 inches above grade (DBH).
• Height/Canopy
• Condition
o A visual assessment of the tree
o Evaluation of current health and structural condition of the tree o Aesthetic assessment

Note that the observations contained in this report are based on visual inspection of the above-ground parts of the tree. No soil was excavated, and no aerial inspection was carried out.

This report is based on my evaluations of the site conducted on Friday, December 13, 2024 and Monday, March 17, 2025.

OBSERVATION AND METHODOLOGY
The project site currently consists of a large commercial building along with associated parking stalls that are landscaped and regularly maintained. The location is relatively flat. The property and trees appear to be greater than 30 years old. Regular irrigation is applied to the site.

The specific tasks performed were as follows:
• Identify all trees on the property.
• Assign a unique tree ID.
• Verify the location of each inventoried tree.
• Measure the diameter of the individual at 54 inches above grade (DBH). • Analyze the assessment data for each tree. Determine the tree’s health and assign a current condition rating ranging from poor to good, as follows:

Good (3) – Exemplary health and structure for species; a healthy tree with limited signs or symptoms of disease.

Fair (2) - Some minor deficiencies noted in health and/or structure, with potential for corrective measures to be performed to improve condition (including but not limited to fertilizer applications, pruning, and chemical applications.) Poor (1) - Significant deficiencies noted in health and/or structure, some irreversible, and may include hazardous condition signs and symptoms requiring corrective action.

Some individuals may require removal. Trees in this category include any of or combination of the following: very low canopy density; major disease signs and symptoms; dying or dead trees; imminent, irreversible hazardous conditions. 602
Page | 4
• Prepare a written report.
• Provide additional recommendations.

FINDINGS

Based on my evaluation of the site, a total of 167 trees were identified within the requested work area. The 167 trees are made up of 19 species and have been placed in Table 1. Table 1 represents the count of each species by overall condition rating. Based on my evaluation of the proposed development of the site, 138 trees will require complete removal as it will not be feasible for the trees to coexist with the site development. 29 trees will remain in place on an undisturbed slope area located on the western side of the project.

PROTECTED STATUS

As part of this scope of work, I did not review the City of Costa Mesa or the County of Orange Tree Protection Ordinance, should the city or county have one, or provide recommendations as to whether a tree falls within any Tree Protection Ordinance in the City of Costa Mesa or the County of Orange, CA.

SUITABILTY FOR PRESERVATION
Each tree was rated for suitability for preservation based upon its age, health, structural condition, and ability to safely coexist within a development environment.

Based on the site redevelopment plans, the removal of 138 trees will be required as they cannot safely coexist with the required site redevelopment footprint. 29 trees will be protected in place and be preserved in their current location on the western side of the project within an undisturbed slope.

High Trees in this category are in good health and structural stability and have the potential for longevity at the site.

Moderate Trees in this category have fair health and/or structural defects that may be abated with treatment. These trees require more intense management and monitoring, and may have shorter lifespans than those in the “high” Category.

Low Trees in this category are in poor health or have significant defects in structure that cannot be abated with treatment. These trees can be expected to decline regardless of management. The species or individual tree may possess either characteristics that are undesirable in landscape settings or be unsuited for use areas.

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Arborist’s Disclosure, Limitations, and Suggestions

• Arborists are tree specialists who use their education, knowledge, training, and experience to examine trees, recommend measures to enhance the beauty and health of trees, and attempt to reduce the risk of living near trees. • Clients may choose to accept the recommendations of the arborist. • Arborists cannot detect every condition that could possibly lead to the structural failure of a tree.
• Trees are living organisms that fail in ways we do not fully understand. Often the conditions are hidden.
• Arborists cannot guarantee that a tree will be healthy or safe under all circumstances, or for a specified period of time.
• Treatment, pruning and removal of trees may involve considerations beyond the scope of arborist services. Arborists cannot take such consideration into account unless complete and accurate information is disclosed.
• To live near trees is to accept some degree of risk. Trees can be managed, but they cannot be controlled.
• The only way to eliminate all risk associated with trees is to eliminate all trees. • Tree preservation is the spirit of arboriculture.
• Unless expressed otherwise information contained in this report covers only those items that were examined and reflects the condition of those items at the time of inspection and the inspection is limited to visual examination of accessible items. • This inspection does not warranty or guarantee that the subject tree is free of defects from hidden or unapparent conditions expressed or implied. The conclusions of this report are derived from visual inspection only.
• Loss or alteration of any part of this report invalidates the entire report. • Possession of this report or copy thereof does not imply right of publication or use for any purpose by any other than the person to whom it is addressed, without the prior expressed written or verbal consent of the certified arborist. • The certified arborist shall not be required to give testimony or to attend court, provide additional services or attend meetings because of this report unless subsequent contractual
arrangements are made, including payment of an additional fee for such services as described in the fee schedule and contract engagement.
• Photographs in this report, being intended as visual aids, are not necessary to scale and should not be construed as engineering or architectural reports or surveys.

I hereby certify that the statements furnished above represent the data and information, and that the facts, statements, and information presented herein are true and correct to the best of my knowledge and belief.

Dillon Reynolds
ISA Certified Arborist WE 9690A
640
ATTACHMENT 11

The Knoll CC&Rs : 1323659.v4
RECORDING REQUESTED BY:

[XXX]

AFTER RECORDING, RETURN TO:

[XXX]

DECLARATION

OF

COVENANTS, CONDITIONS AND RESTRICTIONS

FOR

[Project Title]

A COMMON INTEREST DEVELOPMENT

IF THIS DOCUMENT CONTAINS ANY RESTRICTION BASED ON RACE, COLOR,

RELIGION, SEX, GENDER, GENDER IDENTITY, GENDER EXPRESSION, SEXUAL

ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, NATIONAL ORIGIN, SOURCE OF INCOME AS DEFINED IN SUBDIVISION (P) OF SECTION 12955,

ANCESTRY OR MILITARY AND VETERAN STATUS, THAT RESTRICTION VIOLATES

STATE AND FEDERAL FAIR HOUSING LAWS AND IS VOID, AND MAY BE REMOVED PURSUANT TO SECTION 12956.2 OF THE GOVERNMENT CODE. LAWFUL

RESTRICTIONS UNDER STATE AND FEDERAL LAW ON THE AGE OF OCCUPANTS

IN SENIOR HOUSING OR HOUSING FOR OLDER PERSONS SHALL NOT BE

CONSTRUED AS RESTRICTIONS BASED ON FAMILIAL STATUS

THIS DECLARATION CONTAINS BINDING NEUTRAL ARBITRATION PROVISIONS THAT INCLUDE A WAIVER OF THE RIGHT TO A JURY TRIAL. YOU SHOULD CONSULT LEGAL

COUNSEL WITH ANY QUESTIONS ON THESE OR OTHER PROVISIONS OF THIS

DECLARATION
641

TABLE OF CONTENTS

Page
-i-

ARTICLE I RECITALS ...................................................................................................... 1

1.1 Description of Real Property ................................................................................. 1

1.2 Rights Between Declarant and Land Banker ......................................................... 1

1.3 Phases of the Project .............................................................................................. 1

1.4 Ownership Interests ............................................................................................... 2

1.5 Common Plan for Project....................................................................................... 2

1.6 Boundary Modifications ........................................................................................ 2

ARTICLE II DEFINITIONS ................................................................................................. 3

2.1 “Accessory Dwelling Unit” or “ADU” .................................................................. 3

2.2 “Additional Charges” ............................................................................................. 3

2.3 “Alteration” ............................................................................................................ 3

2.4 “Annexable Property” ............................................................................................ 3

2.5 “Antenna Equipment” ............................................................................................ 3

2.6 “Antenna Laws” ..................................................................................................... 3

2.7 “Architectural Control Committee” or “ACC” ...................................................... 3

2.8 “Articles” ............................................................................................................... 3

2.9 “Assessment” ......................................................................................................... 4

2.10 “Association” ......................................................................................................... 4

2.11 “Association Maintenance Areas” or “AMA” ....................................................... 4

2.12 “Association Property” or “AP” ............................................................................ 4

2.13 “Association Rules” ............................................................................................... 4

2.14 “Authorized Vehicles” ........................................................................................... 4

2.15 “Budget” ................................................................................................................ 4

2.16 “BMPs” .................................................................................................................. 4

2.17 “Board” or “Board of Directors” ........................................................................... 5

2.18 “Bond” ................................................................................................................... 5

2.19 “Building” .............................................................................................................. 5

2.20 “Bylaws” ................................................................................................................ 6

2.21 “City” ..................................................................................................................... 6

2.22 “Commercial Vehicles” ......................................................................................... 6

2.23 “Common Area” .................................................................................................... 6

2.24 “Common Expenses” ............................................................................................. 6

2.25 “Conditions of Approval” ...................................................................................... 6

2.26 “Condominium” ..................................................................................................... 6

2.27 “Condominium Plan” ............................................................................................. 7

2.28 “Condominium Unit” ............................................................................................. 7

2.29 “County” ................................................................................................................ 7

2.30 “Declarant” ............................................................................................................ 7

2.31 “Declaration” ......................................................................................................... 8

2.32 “Declaration of Annexation” ................................................................................. 8

2.33 “Design Guidelines” .............................................................................................. 8

2.34 “Dispute Resolution Declaration”.......................................................................... 8

2.35 “DRE” .................................................................................................................... 8 642

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2.36 “Eligible First Mortgagee” ..................................................................................... 8

2.37 “Exclusive Use Area” or “EUA” ........................................................................... 9

2.38 “FHA” .................................................................................................................. 10

2.39 “FHLMC” ............................................................................................................ 10

2.40 “Final Public Report” ........................................................................................... 10

2.41 “FNMA” .............................................................................................................. 10

2.42 “Homeowner’s Manual” ...................................................................................... 10

2.43 “Improvements” ................................................................................................... 10

2.44 “Initial Property” .................................................................................................. 10

2.45 “Institutional Mortgagee” .................................................................................... 10

2.46 “Land Banker” ..................................................................................................... 11

2.47 “Maintain,” “Maintaining,” “Maintained” or “Maintenance” ............................. 11

2.48 “Maintenance Obligations” .................................................................................. 11

2.49 “Map” ................................................................................................................... 11

2.50 “Member” ............................................................................................................ 11

2.51 “Member in Good Standing” ............................................................................... 12

2.52 “Model Units” ...................................................................................................... 12

2.53 “Mortgage” .......................................................................................................... 12

2.54 “Notice of Lien” ................................................................................................... 12

2.55 “Official Records” ............................................................................................... 12

2.56 “Owner(s)” ........................................................................................................... 12

2.57 “Parcel” ................................................................................................................ 12

2.58 “Permitted Parking Areas” ................................................................................... 12

2.59 “Phase” ................................................................................................................. 12

2.60 “Prohibited Vehicles” .......................................................................................... 13

2.61 “Project” ............................................................................................................... 13

2.62 “Project Documents” ........................................................................................... 13

2.63 “Quorum” ............................................................................................................. 13

2.64 “Remainder” ........................................................................................................ 13

2.65 “Right to Repair Act”........................................................................................... 13

2.66 “VA” .................................................................................................................... 13

2.67 “Water Quality Management Plan” or “WQMP” ................................................ 13

ARTICLE III PROPERTY RIGHTS .................................................................................... 14

3.1 Association Property ............................................................................................ 14

3.2 Association Maintenance Areas ........................................................................... 14

3.3 Common Area ...................................................................................................... 14

3.4 Exclusive Use Areas ............................................................................................ 14

3.5 Non-severability of Common Area ...................................................................... 15

3.6 Non-severability of Membership ......................................................................... 15

3.7 Partition Prohibited .............................................................................................. 15

3.8 Annexation and Deannexation Rights ................................................................. 15

3.9 Easements ............................................................................................................ 17

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3.10 Provisions Restricting Delegation of Use ............................................................ 20

3.11 No Restriction on Owner’s Right to Ingress and Egress ..................................... 21

ARTICLE IV USE RESTRICTIONS ................................................................................... 21

4.1 Accessory Dwelling Units ................................................................................... 21

4.2 Alterations ............................................................................................................ 21

4.3 Animals ................................................................................................................ 21

4.4 Antenna and Satellite Dish Equipment ................................................................ 22

4.5 Burning ................................................................................................................ 22

4.6 Compliance with Project Documents................................................................... 22

4.7 Disclosure – California Energy Commission Duct Sealing & Testing Requirement ......................................................................................................... 22

4.8 Disclosure – Commercial/Industrial/Mixed Use Zoned Property ....................... 23

4.9 Disclosure – Potential ERRC System .................................................................. 23

4.10 Disclosure – Supplemental Flood Hazard Zone .................................................. 23

4.11 Disclosure – Train Tracks .................................................................................... 23

4.12 Drainage ............................................................................................................... 24

4.13 Electrical Interference .......................................................................................... 24

4.14 EV Charging Stations .......................................................................................... 24

4.15 Exterior Apparatus ............................................................................................... 24

4.16 Installation of Security Cameras .......................................................................... 25

4.17 Invitees ................................................................................................................. 25

4.18 Liability of Owners for Damages ........................................................................ 25

4.19 Mailboxes ............................................................................................................. 25

4.20 Mineral and Water Exploration ........................................................................... 25

4.21 No View Preservation .......................................................................................... 25

4.22 Nuisances ............................................................................................................. 25

4.23 Parking and Vehicle Restrictions ......................................................................... 25

4.24 Post Tension Foundations .................................................................................... 27

4.25 Power Equipment and Car Maintenance .............................................................. 28

4.26 Prohibition of Dumping Oil and Chemicals ........................................................ 28

4.27 Rental of Condominium Units ............................................................................. 28

4.28 Restrictions on Balconies, Patios and Porches .................................................... 28

4.29 Restrictions on Business. ..................................................................................... 29

4.30 Restrictions on Smoking ...................................................................................... 30

4.31 Signs and Flags .................................................................................................... 30

4.32 Solar Energy Systems .......................................................................................... 31

4.33 Solar Shade Restrictions ...................................................................................... 31

4.34 Sound Transmissions and Attenuation................................................................. 32

4.35 Sports Apparatus .................................................................................................. 32

4.36 Storage of Waste Materials .................................................................................. 32

4.37 Structural Integrity ............................................................................................... 32

4.38 Sub-metering for Water ....................................................................................... 32

4.39 Use and Occupancy.............................................................................................. 33 644

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Page
-iv-

4.40 View Obstructions ............................................................................................... 33

4.41 Window Coverings .............................................................................................. 33

ARTICLE V MAINTENANCE OBLIGATIONS .............................................................. 33

5.1 Maintenance of Association Property .................................................................. 33

5.2 Maintenance of Exclusive Use Areas. ................................................................. 35

5.3 Maintenance of Condominium Units ................................................................... 37

5.4 Maintenance of Walls .......................................................................................... 38

5.5 Maintenance of Fire Sprinkler System ................................................................ 38

5.6 Maintenance of Drainage Systems ....................................................................... 38

5.7 Termite and Wood Destroying Pests Eradication ................................................ 38

5.8 Enforcement of Maintenance Obligations ........................................................... 38

5.9 Utility Bills........................................................................................................... 39

5.10 Other Association Obligations ............................................................................. 39

5.11 Inspection and Maintenance Guidelines .............................................................. 39

ARTICLE VI ARCHITECTURAL REVIEW AND APPROVAL PROCEDURES ........... 39

6.1 Formation and Composition of ACC ................................................................... 39

6.2 Duties of the ACC ................................................................................................ 39

6.3 Design Guidelines ................................................................................................ 40

6.4 Submission of Plans ............................................................................................. 40

6.5 Basis for Review. ................................................................................................. 40

6.6 Form of Approvals, Conditional Approvals and Denials. ................................... 40

6.7 Reconsideration of Denial of Application ........................................................... 40

6.8 Proceeding with and Completion of Work .......................................................... 41

6.9 Compliance with Approval .................................................................................. 41

6.10 Compliance with Governmental Agency Procedures .......................................... 41

6.11 Waiver .................................................................................................................. 42 6.12 No Liability .......................................................................................................... 42

ARTICLE VII ASSOCIATION ADMINISTRATION, MEMBERSHIP AND VOTING ........................................................................................................ 42

7.1 Association to Manage Project ............................................................................ 42

7.2 Membership ......................................................................................................... 42

7.3 Transferred Membership ...................................................................................... 42

7.4 Voting .................................................................................................................. 43

7.5 Proxies.................................................................................................................. 43

7.6 Classes of Membership and Voting ..................................................................... 43

7.7 Special Voting Rights of Class A Members for Election of Directors ................ 44

7.8 Commencement of Voting Rights ....................................................................... 44

7.9 Action Without Meeting ...................................................................................... 44

7.10 Secret Ballot Voting ............................................................................................. 44

7.11 Conduct of Members Meetings ............................................................................ 44

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ARTICLE VIII POWERS, DUTIES AND LIMITATIONS OF THE ASSOCIATION ........ 45

8.1 Powers and Duties of Association ....................................................................... 45

8.2 Property Taxes and Assessments ......................................................................... 47

8.3 Discharge of Liens ............................................................................................... 47

8.4 Payment of Expenses ........................................................................................... 47

8.5 Dispute Resolution ............................................................................................... 47

ARTICLE IX ASSESSMENTS ............................................................................................ 48

9.1 Agreement to Pay ................................................................................................. 48

9.2 Purpose of Assessments ....................................................................................... 49

9.3 Vacant Unit Assessment Exemption .................................................................... 49

9.4 Common Facility Assessment Exemption ........................................................... 49

9.5 Regular Assessments ........................................................................................... 49

9.6 Special Assessments ............................................................................................ 49

9.7 Reimbursement Assessments ............................................................................... 50

9.8 Commencement of Assessments.......................................................................... 50

9.9 Accounts .............................................................................................................. 50

9.10 Enforcement of Assessments ............................................................................... 51

9.11 Satisfaction of Lien .............................................................................................. 51

9.12 Lien Eliminated by Foreclosure ........................................................................... 51

9.13 Waiver of Homestead Protections ....................................................................... 52

9.14 Subordination of Lien .......................................................................................... 52

ARTICLE X AMENDMENT AND ENFORCEMENT OF RESTRICTIONS .................. 52

10.1 Amendment of Declaration. ................................................................................. 52

10.2 Enforcement. ........................................................................................................ 55

10.3 Exemption and Rights of Declarant ..................................................................... 56 ARTICLE XI BUDGETS AND FINANCIAL STATEMENTS .......................................... 57

11.1 Preparation and Distribution of Budget ............................................................... 57

11.2 Annual Report ...................................................................................................... 57

11.3 Quarterly Reconciliation ...................................................................................... 57

11.4 Reserve Account Study ........................................................................................ 57

11.5 Notice of Increased Assessments ......................................................................... 57

11.6 Statement of Outstanding Charges....................................................................... 57

11.7 Owner’s Right to Conduct an Independent Audit................................................ 58

ARTICLE XII INSURANCE, DESTRUCTION AND CONDEMNATION........................ 58

12.1 Insurance .............................................................................................................. 58

12.2 General Provisions and Limitations ..................................................................... 58

12.3 Types of Coverage ............................................................................................... 59

12.4 Waiver of Subrogation ......................................................................................... 60

12.5 Insurance by Owner ............................................................................................. 60

12.6 Annual Review of Policies................................................................................... 61 646

TABLE OF CONTENTS
(continued)
Page
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12.7 Payment of Premiums .......................................................................................... 61

12.8 Damage or Destruction. ....................................................................................... 61

12.9 Condemnation. ..................................................................................................... 62

ARTICLE XIII MORTGAGEE PROTECTIONS .................................................................. 63

13.1 Mortgages Permitted ............................................................................................ 63

13.2 Priority of Mortgage ............................................................................................ 63

13.3 Rights of Institutional Mortgagees....................................................................... 63

13.4 Rights of Mortgagees Upon Default of Mortgagor.............................................. 64

13.5 Payment of Taxes or Premiums by Mortgagees .................................................. 64

13.6 Effect of Breach ................................................................................................... 64

13.7 Conflict with Declaration ..................................................................................... 64

13.8 Notice to Mortgagees ........................................................................................... 64

13.9 Inspect Books and Records .................................................................................. 65

ARTICLE XIV DISPUTE RESOLUTION PROCEDURES .................................................. 65

14.1 In General............................................................................................................. 65

14.2 Disputes Between Association and Owners. ....................................................... 65

14.3 Disputes Between Owners ................................................................................... 66

14.4 Exceptions; Admissibility of Communications; Statute of Limitations .............. 68

14.5 Legal Proceeding Against Declarant ................................................................... 68

ARTICLE XV ENFORCEMENT OF BONDED OBLIGATIONS ...................................... 69

15.1 Bonded Obligations ............................................................................................. 69

15.2 Release of Bond ................................................................................................... 70

ARTICLE XVI GENERAL PROVISIONS ............................................................................ 70

16.1 Term ..................................................................................................................... 70

16.2 Owner’s Compliance ........................................................................................... 70 16.3 Notices ................................................................................................................. 70

16.4 Notice of Transfer ................................................................................................ 70

16.5 Delivery of Project Documents to Transferee ..................................................... 71

16.6 Easements Reserved and Granted ........................................................................ 71

16.7 Termination of any Responsibilities of Declarant ............................................... 71

16.8 Mergers and Consolidations ................................................................................ 71

16.9 Limitation of Restrictions on Declarant and Land Banker .................................. 71

16.10 Assignment by Declarant ..................................................................................... 72

16.11 Severability .......................................................................................................... 72

16.12 Estoppel Certificate .............................................................................................. 72

16.13 Successor Statutes ................................................................................................ 72

16.14 Conflict with Project Documents ......................................................................... 72

16.15 Exhibits ................................................................................................................ 72

16.16 Headings .............................................................................................................. 72

16.17 Owner’s Acknowledgment .................................................................................. 72 647

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16.18 Construction of Provisions ................................................................................... 72

16.19 Indemnification of City ........................................................................................ 73

EXHIBIT A – DESCRIPTION OF REAL PROPERTY
EXHIBIT B – MAINTENANCE RESPONSIBILITY CHART

648

#2412362v2 -1-

DECLARATION
OF

COVENANTS, CONDITIONS AND RESTRICTIONS
FOR
[Project Title]

This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE MILL is made on the date hereinafter set forth by MERITAGE HOMES OF CALIFORNIA, INC., a California corporation (herein referred to as “Declarant”), and [XXX] (“Land Banker”), on the terms and conditions herein.

The [Project Title] is a stand -alone, residential community comprised [enter project description] However, there is no guarantee that the community will be developed or completed as presently proposed, and nothing in this Declaration shall be construed to require Declarant or Land Banker to develop the maximum number of homes approved, and that there may be increases or decreases if there are any changes, amendments to the governmental approvals for the community.

ARTICLE I

RECITALS

1.1 Description of Real Property. Declarant and Land Banker are collectively the owners of that certain real property in the City of Costa Mesa , County of Orange, State of California, described in Exhibit A attached hereto and incorporated herein by reference (the “Project”). Declarant intends to improve or has improved the Project by subdividing it into Parcels, Condominiums, Association Property and Common Area, as these terms are defined herein.

1.2 R
ights Between Declarant and Land Banker . As of the recordation of this Declaration, Declarant will not own all of the real property identified on Exhibit A but will have the right to purchase portions of the Project from Land Banker pursuant to a purchase agreement between Declarant and Land Banker (the “Purchase Agreement ”). Any real property owned by Land Banker is subject to and affected by the Declaration, and Land Banker has reserved (or been granted, as applicable) various rights and powers as set forth herein. Furthermore, any provision in the Declaration that states the intent of the Declarant to subject the P roject to the Declaration shall only be effectuated by Declarant and Land Banker, as they so intend. Upon termination of the Purchase Agreement, Land Banker shall have the right, but not the obligation, to automatically assume the title of “Declarant” (and all rights, powers, authority, obligations, etc., incidental thereto), upon Land Banker’s recordation of an appropriate document evidencing such termination of the Purchase Agreement. Land Banker shall assume no liabilities prior to the date of the termination of the Purchase Agreement which shall also serve as the date of the assignment of Declarant’s rights to Land Banker.

1.3 P
hases of the Project . Declarant has improved or intends to improve the Project by subdividing it into Parcels, Condominiums, Common Area, Association Property, and other improvements, as defined hereinbelow. Declarant intends to sell each Condominium to a separate 649

#2412362v2 -2-
party (each, an “ Owner”). Declarant intends to develop the Project in two (2) or more Phases.

The first Phase will consist of the real property defined as the “Initial Property” defined herein.

Prior to annexation, the A nnexable Property (as defined herein) shall not be subject to any provision of this Declaration. Declarant may, but shall have no obligation to, annex all or any portion of the A nnexable Property to the Project by recording a Declaration of Annexation in compliance with the provisions of this Declaration.

1.4 Ownership Interests. Each Owner shall receive fee title to his/her Condominium Unit, a fractional ownership interest in Common Area and exclusive easements for use and maintenance of Exclusive Use Areas, if any, assigned to said Condominium . Each Owner shall also have mandatory membership in The [Project Title] Homeowners Association, a non-exclusive easement for use, enjoyment, ingress and egress over Association Property and any applicable Association Maintenance Areas, and such other interests as may be provided herein.

1.5 C ommon Plan for Project . By this Declaration, Declarant and Land Banker intend to establish a common scheme and plan for the possession, use, enjoyment, repair, Maintenance, restoration and improvement of the Project and interests therein conveyed and to establish thereon a common interest development that is consistent with the development for the Project.

1.6 B
oundary Modifications. If the boundaries of real property change as a result of one or more subsequently recorded final maps, amended final maps, parcel maps, amended parcel maps, certificates of correction, lot line adjustments and/or records of survey, then for all purposes of this Declaration.

1.6.1 A
dded to Parcel . Real property which is removed from a Parcel and added to another Parcel shall thereafter be part of that other Parcel;

1.6.2 Removed from Declaration . Real property which is removed from Association Property and added to real property which is not subject to this Declaration shall no longer constitute a part of such Association Property and shall no longer be subject to this Declaration; and

1.6.3 Added to Declaration. Real property not subject to this Declaration which is added to Association Property shall be part of the Association Property to which it is added and shall automatically be subject to all provisions of this Declaration.

NOW, THEREFORE, Declarant and Land Banker hereby declare that the Initial Property and all portions of the Annexable P roperty annexed hereto shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, sold and improved, subject to the following declarations, limitations, covenants, conditions, restrictions and easements, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Project, in accordance with the plan for improvement of the Project and all division thereof into Parcels and Condominiums.

Pursuant to California Civil Code Sections 1468 and 5975, all of the limitations, covenants, conditions, restrictions and easements shall constitute covenants which shall run with the land, be enforceable as equitable servitudes, and shall be binding upon Declarant, Land Banker and their successors and assigns, and all parties having or acquiring any right, title or interest in or to any part of the Project.
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#2412362v2 -3-

ARTICLE II

DEFINITIONS
In addition to the defined terms set forth herein, certain defined terms relating to Disputes with Declarant and the Association and/or an Owner are set forth in the Dispute Resolution Declaration:

2.1 “Accessory Dwelling Unit ” or “ADU” shall collectively refer to “Accessory Dwelling Unit” and “Junior Accessory Dwelling Unit” which are structures to be used as habitable spaces and satisfies the requirements set forth in California Government Code Section 65852.2, or California Government Code Section 65852.22, as applicable, and which shall be subject to all requirements, restrictions and limitations that may be imposed by the Association , the City, and any other governmental agency or department. Due to the nature of the Project as being Condominiums, Owners are not guaranteed that they will be approved to have an Accessory Dwelling Unit or that any garage may be converted into an Accessory Dwelling Unit.

2.2 “A
dditional Charges ” shall mean costs, fees, charges and expenditures, including, without limitation, attorney ’s fees, late charges, interest and recording and filing fees actually incurred by the Association in collecting and/or enforcing payment of Assessments, fines and/or penalties.

2.3 “A
lteration ” shall mean constructing, performing, installing, remodeling, repairing, replacing, demolishing, and/or changing the color or shade of any Improvement. The term “Alteration” does not include repainting or refinishing any Improvement in the same color, hue, intensity, tone, and shade or repairing any Improvement with the same materials.

2.4 “A
nnexable Property” shall mean the real property described in Exhibit A attached hereto, but excluding therefrom the Initial Property . Any portion of Annexable Property may be added to the Project upon recordation of a Declaration of Annexation, as set forth in this Declaration. However, there is no guarantee that any of the Annexable Property will be annexed into the Project as intended by Declarant.

2.5 “A
ntenna Equipment ” shall individually and collectively refer to any and all television, video or radio poles, antennae, satellite dishes, cables, other transmission and/or reception fixtures, or other over-the-air receiving device or related or similar personal property.

2.6 “A
ntenna Laws ” shall refer to Title 47 U.S.C. §§ 1 et seq., 47 CFR § 1.4000 and any other applicable state, federal and local laws, rules and decisions promulgated with respect thereto, pertaining to the use, installation and Maintenance Antenna Equipment.

2.7 “A
rchitectural Control Committee ” or “ACC” shall mean the committee referenced in ARTICLE VI of this Declaration.

2.8 “Articles” shall mean the Articles of Incorporation of The [Project Title] Homeowners Association, a California nonprofit mutual benefit corporation, and any amendments thereto.
651

#2412362v2 -4-

2.9 “Assessment” shall mean that portion of the cost of M aintaining, improving, repairing, operating and managing the Project which is to be paid by each Owner as determined by the Association and as more particularly set forth in ARTICLE IX of this Declaration. “Assessment” shall include Regular Assessments, Special Assessments , and/or Reimbursement Assessments, as discussed in further detail in ARTICLE IX hereto.

2.10 “Association” shall mean The [Project Title] Homeowners Association, a California nonprofit mutual benefit corporation, the Members of which shall be the Owners of Condominiums in the Project, their successors and assigns.

2.11 “A ssociation Maintenance Areas ” or “ AMA” shall mean those portions of the Project that are not owned in fee by the Association but for which the Association shall have the obligation to Maintain, as set forth in this Declaration. Association Maintenance Areas include, but are not limited to, landscaping, irrigation or other Improvements in public rights -of-way and within any adjoining public parkways (including portions of the public rights-of-way along Santa Ana Street , Claudina Street, Philadelphia Street and Olive Avenue ) (collectively, “ Offsite Maintenance Areas”). “Association Maintenance Areas” shall also mean any real property and Improvements described as “Association Maintenance Areas” in a Declaration of Annexation , or as may be designated by the Association.

2.12 “A
ssociation Property” or “AP” shall mean (a) Association Maintenance Areas; and (b) Parcels 1 and 2 of the Map , and all Improvements thereon, but excluding therefrom all “Condominium Units” and “Common Area” as defined herein. With the exception of Association Maintenance Areas, Association Property and the Improvements thereon shall be held in fee title by the Association. The term “Association Property ” shall also mean any real property and Improvements described as “Association Property” in a Declaration of Annexation and/or shown on a Condominium Plan for a particular Phase. Association Property is “common area” as that term is defined in California Civil Code Section 4095.

2.13 “A
ssociation Rules ” shall mean rules and regulations regulating the use and enjoyment of the Project which may be adopted by the Board from time to time.

2.14 “A uthorized Vehicles ” shall include, but not be limited to, standard passenger vehicles, motorcycles and trucks (unless otherwise defined as a Commercial Vehicle below) used for personal transportation. Any vehicle that is not an Authorized Vehicle is deemed a “Prohibited Vehicle,” as set forth below. The Board shall have the discretion to modify, amend or change the definition of “Authorized Vehicles” through Association Rules so long as the minimum standards set forth in Section

4.23 of this Declaration are satisfied.

2.15 “Budget” shall mean the portion of the budget (as set forth in ARTICLE IX below) that shall cover those portions of the expenses for the entirety of the Project, and for which the Regular Assessment payable by each Owner of a Condominium under ARTICLE IX of this
Declaration.

2.16 “BMPs” shall mean Best Management Practices as it pertains to the management of storm water facilities located within the Project, as set forth in the WQMP approved by the City for the Project.
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2.17 “Board” or “Board of Directors ” shall mean the Board of Directors of the Association, appointed or elected as provided in the Bylaws.

2.18 “B ond” shall mean a bond, security or other arrangement to secure performance of the commitment of Declarant to complete Association Property Improvements.

2.19 “B uilding” shall mean each of the multiple -dwelling residential structures which contain Condominium Units, as shown on a Condominium Plan. While Buildings enclose the residential and garage elements of the Condominium Unit s, the Buildings are not part of the Condominium Units, and are considered Association Property for purposes of this Declaration. For purposes of interpreting this Declaration and a Condominium Plan, the term “Building” is intended to include all of the following components:
(a) The shell, including the roof, foundation and exterior surfaces and the finishes thereon;
(b) Entry doors, windows and the garage door (except for glass portions of windows and sliding doors at Condominium Unit boundaries, all of which are part of the Condominium Unit);
(c) All structural support elements existing in, on, under and throughout the Building shell and core that carry ceiling, roof, and floor loads to the foundation, including all separate or common footings, girders, columns and braces, the foundations and other standard support elements, and every wall, column, floor, ceiling, footing, or other vertical or horizontal Improvement in the Building, but the Building does not include between- room walls or partitions within a Condominium Unit that are not necessary for the structural support of the Building (for purposes hereof, any wall or other structure that carries roof, ceiling or upper floor loads is “necessary for structural support”); (d) All exterior walls and surfaces of the Building and their surface treatments (including siding, stone, stucco, plaster, paint and stain); (e) Fixtures that are outside the boundaries of the Condominium Unit s, including exterior lighting fixtures, utility cabinets on Building exteriors, utility cabinets and other facilities for the delivery of utilities to the Project (except for outlets that are located in the Condominium Unit);
(f) Utility meters outside the Condominium Unit boundaries, and the cables, pipes, conduits and other Improvements for the delivery of utilities to the Condominium Unit;
(g) Fire sprinkler systems serving each Condominium Unit, including fire sprinkler pipes and fire sprinkler heads that protrude into the boundaries of the Condominium Unit;
(h) Cables and related equipment for the delivery of telecommunications services to the Project (except for any outlets in the Condominium Unit boundaries and 653

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except for connectors, fibers or cables that protrude into the boundaries of the Condominium Unit); and
(i) All or any portion of mechanical shaft, duct, pipe, line, main, conduit, lighting, flue, methane mitigation Improvement and any other equipment, fixtures, machinery, system or apparatus which benefits the entire Building.

2.20 “Bylaws” shall mean the Bylaws of the Association, as amended from time to time.

2.21 “City” shall mean the City of Costa Mesa, the City in which the Project is located.

2.22 “Commercial Vehicles” shall mean any truck or vehicle that is primarily used or maintained for the transportation of persons for hire, compensation, or profit (e.g., taxi or limousine), or is designed, used, or maintained primarily for the transportation of property, or requires a specialized driver’s license (e.g., a California Class A, Class B or commercial Class C licenses). A “Commercial Vehicle” is also any truck or vehicle that (a) has more than (2) axles, (b) is longer than twenty- one (21) feet in length from bumper to bumper, (c) exceeds 10,000 pounds gross vehicle weight rating, and/or (d) is not used for personal transportation.

2.23 “C
ommon Area ” shall mean the volume of airspace described in a Condominium Plan for each Phase in which Condominiums are located which shall be owned by Owners in each Phase as tenants-in-common. The Common Area will consist of a three -dimensional volume of airspace located above the Buildings within a Phase as described in a Condominium Plan, and is bounded by and contained within the following boundaries: the upper vertical boundary extends infinitely into the heavens; the lower vertical boundary is one hundred feet (100.0’ ) above the lowest finished grade elevations shown on the Condominium Plan; and the lateral boundaries are vertical planes at the limits of the horizontal dimensions of the Condominium Units within a Phase.

All Common Area will consist solely of a volume of airspace as shown and described in the respective Condominium Plan. Any references in this Declaration to “Common Area” are references to the Common Area as a whole and to portions thereof. The Common Area identified in a particular Phase constitutes the undivided interest -in-common in a portion of real property held by the Owners in that particular Phase, all in accordance with California Civil Code Section 4125. The term “Common Area” shall also mean any property described as Common Area in a Declaration of Annexation.

2.24 “C
ommon Expenses ” shall mean and include the actual and estimated expenses of operating and Maintaining the Project and Improvements, as set forth in this Declaration, and any reasonable reserve for such purposes as found and determined by the Board and all sums designated as Common Expenses by or pursuant to the Project Documents.

2.25 “C
onditions of Approval ” shall collectively refer to any and all conditions approved and adopted by the City for the Project including, but not limited to, Resolution No. 2024-119 , which is incorporated herein by reference.

2.26 “C ondominium” refers to an estate in real property consisting of: (a) a separate interest in a Condominium Unit; (b) an undivided fractional fee interest in the Common Area; (c) rights and easements to EUA designated to a Condominium Unit (if any); and ( d) all easements 654

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exclusive and non-exclusive appurtenant thereto, as provided in this Declaration, as may be shown on a Condominium Plan, and/or on the Map.

2.27 “Condominium Plan” shall mean the recorded condominium plan for a Phase consisting or (a) a description or survey map of a Phase or portion thereof, which shall refer to or show monumentation on the ground, (b) a three dimensional description of the Phase or a portion thereof, one or more dimensions of which may extend for an indefinite distance upwards or downwards in sufficient detail to identify Association Property, Common Area, Exclusive Use Areas and each Condominium Unit, and (c) a certificate consenting to the recordation thereof signed and acknowledged by the record owner of fee title to the real property within the Phase or portion thereof, by either the trustee or the Mortgagee of each recorded Mortgage encumbering the Phase or portion thereof, if any. Condominium Plans may be recorded for future phases over any portion of Annexable Property at the discretion of Declarant and shall not constitute an amendment to any Condominium Plan. Any Condominium Plan for a Phase may be corrected by Declarant without approval of the Association or any Owner to correct any technical, mathematical, information and/or typographical errors. Otherwise, amendments to a Condominium Plan must comply with the law including, but not limited to, California Civil Code Section 4295, as amended from time to time.

2.28 “ Condominium Unit” shall mean that portion of a Building which is shown on a Condominium Plan as an individually numbered space and which shall constitute a “separate interest,” as defined in California Civil Code Section 4185. The boundaries of each Condominium Unit shall be to the interior unfinished surfaces of the perimeter walls, floors, ceilings, doors and windows. Each Condominium Unit includes the airspace encompassed by its boundaries but does not include load bearing walls and walls containing utility conduits. Utility systems and components, fixtures and appliances located within the boundaries of a Condominium Unit, and which service only that Condominium U nit, are also part of a Condominium Unit . Garage doors and garages that are attached to and accessed from a Condominium Unit (shown on the Condominium Plan as an individually numbered space with the letter “G” or the word “Garage”), if any, are included in the definition of a “Condominium Unit.” The approximate dimensions of each Condominium Unit are shown on the Condominium Plan; however, the existing physical boundaries of a Condominium Unit as originally constructed or as reconstructed shall be conclusively presumed to be its boundaries.

2.29 “C
ounty” shall mean the County of Orange , California, the County in which the Project is located.

2.30 “D eclarant ” shall mean Meritage Homes of California, Inc. , a California corporation, its successors and assigns, if such successors and assigns are assigned the rights of Declarant pursuant to Section

16.10 hereof or if such successor or assign is a mortgagee acquiring Declarant’s interest in the Project, or any portion thereof, by foreclosure or by deed in lieu of foreclosure. The term “Declarant” shall also mean any person or entity if (a) a notice signed by a Declarant and such person or entity has been recorded in the Official Records in which such person or entity assumes the rights and duties of Declarant to some portion of the Project or ( b) such person or entity acquires all of the Project then owned by a Declarant which must be more than one (1) Condominium. There may be more than one Declarant at any given time. Unless otherwise expressly provided in this Declaration, all actions that may be taken by Declarant may be chosen 655

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by Declarant in its sole discretion. Declarant is a “builder” as defined in California Civil Code Section 6000, a “Declarant” as defined in California Civil Code Section 4130, and a “subdivider” as used in the regulations of the DRE.

2.31 “Declaration” shall mean this “ Declaration of Covenants, Conditions and Restrictions for The [Project Title],” and any amendments, modifications or supplements thereto.

2.32 “D eclaration of Annexation ” shall mean and refer to those certain declarations of covenants, conditions and restrictions or similar instruments, annexing any or all of the Annexable Property (defined herein) and extending the plan of this Declaration to that real p roperty as provided in Section 3.8 of this Declaration. The Declaration of Annexation shall (a) describe the portion of real property to be annexed; (b) describe any Association Property with the property to be annexed; (c) set forth the ownership of any such Association Property; (d) specify that all of the covenants, conditions and restrictions of this Declaration shall apply to the annexed real property in the same manner as if it were originally covered by this Declaration; and (e) include any additional terms, provisions, easements or conditions that may be applicable to the real property and Improvements described in the Declaration of Annexati on. A Declaration of Annexation may include additional terms, provisions, easements, restrictions or conditions that cover all or a portion of the Project described in the Declaration of Annexation in order to supplement, modify, or clarify conditions, covenants, restrictions or easements established under this Declaration. The provisions of any Declaration of Annexation may impose such additional, different or more restrictive conditions, covenants, restrictions, land uses and limitations as Declarant may deem advisable, taking into account the particular requirements of the real property encumbered thereby. In the event of any conflict between the provisions of this Declaration and the provisions of a Declaration of Annexation, this Declaration shall control.

2.33 “Design Guidelines” shall refer to architectural rules, regulations and guidelines that may be adopted by the ACC, in its sole discretion. The Design Guidelines may impose specific requirements on individual Parcels and/or Condominium Units if those requirements are reasonable in light of specific topography, visibility or other factors and address any modifications or additions of any Building and structures including, but not limited to, fences, trellises and sunshades. Design Guidelines, if adopted, repealed and/or modified pursuant to California Civil Code Section 4340, et seq., shall constitute “Association Rules.”

2.34 “D
ispute Resolution Declaration ” shall refer to the “Notice of Alternative Non - Adversarial and Dispute Resolution Procedures for The [Project Title],” recorded in the Official Records, as may be amended, supplemented or modified, against the Project and which shall govern any and all claims and disputes against Declarant with respect to the Association, Owners, Condominium Units and Association Property.

2.35 “DRE”
shall mean the California Department of Real Estate, and any successor entity, agency, department, bureau, commission and/or council.

2.36 “E ligible First Mortgagee ” shall mean an Eligible First Mortgagee, who has sent written notice to the Association, stating both its name and address and the address of the Condominium Unit it has the Mortgage on. An “Eligible First Mortgagee” shall include any holder (including FHLMC and FNMA), insurer (including FHA), guarantor (including VA) of a First 656

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Mortgage on a Condominium Unit or other portion of the Project, or an “Institutional Mortgagee” as defined below. Where any provision of this Declaration requires the approval of an Eligible First Mortgagee, the approval of the holder, insurer or guarantor of that First Mortgage shall be deemed to be the required approval. An Eligible First Mortgagee is entitled to written notice from the Association of any or all of the events specified in Section 13.8 of this Declaration.

2.37 “Exclusive Use Area” or “EUA” shall mean those portions of the Building or Association Property which are shown on a Condominium Plan or as set forth in this Declaration and set aside for the exclusive use of a Condominium Unit Owner, if any.

2.37.1 “B alcony ” shall mean each portion of the Building located on the second floor which is shown on the Condominium Plan as an individually numbered space with the letter “ B.” The perimeter boundaries of each Balcony are to the interior unfinished surfaces of the fences and/or railings and to the exterior finished surfaces of any walls enclosing the Balcony . The vertical boundaries of each Balcony are to the interior unfinished surface of the floor and to a horizontal plane extended from the ceiling of the Condominium Unit which adjoins the Balcony . The approximate dimensions of each Balcony are shown on the Condominium Plan. Each Balcony includes the airspace encompassed and any storage areas within its boundaries.

2.37.2 “P
atio ” shall mean each portion of Association Property on the first floor shown on the Condominium Plan as an individually numbered space with the letter “PA.” The perimeter boundaries of each Patio are to the interior unfinished surfaces of the walls and gates, and to the exterior unfinished surfaces of any walls and gates enclosing the Patio.

The vertical boundaries of each Patio are to the interior unfinished surface of the floor and to a horizontal plane extended from the ceiling of the Condominium U nit which adjoins the Patio. The approximate dimensions of each Patio are shown on the Condominium Plan.

Each Patio includes the airspace encompassed within its boundaries.

2.37.3 “Po
rch ” shall mean each portion of the Building on the first floor which is shown on the Condominium Plan as an individually numbered space with the letter “P.” The perimeter boundaries of each Porch are to the interior unfinished surfaces of the walls and to the exterior unfinished surfaces of any walls enclosing the P orch. The vertical boundaries of each Porch are to the interior unfinished surface of the floor and to a horizontal plane extended from the ceiling of the Condominium Unit which adjoins the Porch. The approximate dimensions of each Porch are shown on the Condominium Plan.

Each Porch includes the airspace encompassed within its boundaries. Porches are intended to be those covered outside areas of the Building that are on the first floor of the Condominium Unit leading to the main entry door.

2.37.4 “S olar Energy System ” shall mean the roof-mounted solar photovoltaic system and other equipment (including, but not limited to, solar arrays, panels, poles, platforms, all mechanical equipment, inverters, ducting, electrical connections, piping, wiring, conduits, framing, anchors and all other components necessary for the operation and function of the system) installed on a Building which exclusively serves a Condominium Unit.
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2.37.5 “Utilities” shall collectively refer to any and all utilities, pipes, wires, conduits, and equipment which exclusively serves a Condominium Unit, wherever it may be located or installed within Association Property, including any walls of a Condominium Unit. This Utilities EUA shall include, but not be limited to, the heating, ventilation and air conditioning equipment (HVAC) which exclusively serves a Condominium Unit including the condenser unit, the platform upon which the condenser is located, all mechanical equipment, and all wires, conduits, pipes and ducting leading up to and through the exterior surface of the Building, the fire sprinkler systems (including fire sprinkler heads), water and plumbing and electrical pipes, conduits, wires, connectors and switches located in the walls of the Condominium Unit or outside of the Building.

2.38 “FH
A ” shall mean the United States Department of Housing and Urban Development, Federal Housing Administration.

2.39 “FH LMC ” shall mean the Federal Home Loan Mortgage Corporation.

2.40 “Final Public Report” shall mean the final subdivision public report issued by the DRE or any successor state agency pursuant to the Subdivided Lands Act (California Business & Professions Code Section 11000, et seq.) as it may be amended from time to time.

2.41 “FN MA ” shall mean the Federal National Mortgage Association.

2.42 “Homeowner’s Manual” shall mean the documents provided to original Owners by Declarant, as may be updated and amended from time to time, that pertain to Improvements within a Condominium Unit including, but not limited to, fixtures, appliances, windows, siding, landscaping, etc., originally installed by Declarant, and which sets forth obligations, procedures, operation and schedules pertaining to certain products manufactured by others and installed on the Condominium Unit, including warranty terms, usage instructions, Maintenance Obligations and schedules for the Owner to Maintain the Improvements for which an Owner is responsible. Each Owner shall be responsible to ensure that the subsequent purchaser of such Owner’s Condominium Unit is aware of and is given the Homeowner’s Manual.

2.43 “I
mprovements” shall mean all structures and improvements on the Project, including, but not limited to, buildings, outbuildings, underground installations, slope, grading, roads, curbs, gutters, storm drains, utilities, driveways, parking areas, fences, walls, screening walls and barriers, retaining walls, stairs, decks, swimming pools, spas, saunas, painting, light standards, sound equipment, windbreaks, plantings, shrubbery, landscaping, irrigation system, drainage ditches, streets, street lighting, monuments, and other works of Improvement as defined in California Civil Code Section 8050, excluding only those Improvements, or portions thereof, that are dedicated to the public or a public or quasi-public entity or utility company, and accepted for Maintenance by the public, such entity or utility company.

2.44 “I
nitial Property ” shall mean Condominium Units 1 to 8, inclusive, Common Area and Association Property, located on a portion of Parcel 1 of the Map, as shown on the Condominium Plan for Phase 1.

2.45 “I
nstitutional Mortgagee ” shall mean a First Mortgagee that is (a) a federally or state chartered or licensed bank or savings and loan association; (b) a mortgage company or other 658

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entity chartered or licensed under federal or state laws whose principal business is lending money on the security of real property or investing in such loans; (c) an insurance company; (d) a federal or state agency or instrumentality including, without limitation, FNMA and FHLMC; or (e) an insurer or governmental guarantor of a First Mortgage including the FHA and the VA.

2.46 “Land Banker” shall refer to MTHCALV- I Santa Ana Street , LLC , a Delaware limited liability company, its successors and assigns, or if such successor or assign is a mortgagee acquiring Land Banker’s interest in the Project by foreclosure or by deed in lieu of foreclosure if such successors and assigns are assigned the rights of Land Banker in writing and recorded against the Parcels (or portions thereof) owned by Land Banker. Because Land Banker will own and convey real property to Declarant under the Purchase Agreement as development of the Project progresses, any references in this Declaration or Declaration of Annexation to the sale or conveyance of Condominiums or similar terms shall refer to the purchase of a Condominium to a homebuyer requiring a Final Public Report, and not a sale, conveyance or transfer of real property from Land Banker to Declarant under the Purchase Agreement.

2.47 “M aintain ,” “Maintaining,” “Maintained” or “Maintenance” shall mean taking all actions reasonably necessary and the exercise of reasonable care to keep the Buildings, Condominium Unit s, roads, landscaping, lighting, storm water bio- retention areas, and other related Improvements and fixtures in first class condition and repair in a state similar to their original condition, normal wear and tear excepted, and includes “repair and replace.” The actions to be taken include, but are not limited to, regular inspections, painting, Maintenance, refinishing, repairing, replacing and reconstructing the Improvement, and in the case of landscaping, irrigating, fertilizing, and other garden practices necessary to promote a healthy, weed free environment for optimum plant growth. Owners shall have no responsibility to Maintain any Improvement Maintained by a third party or the public or quasi-public entity or utility company even if the third party or the public or a quasi-public entity or utility company fails to perform all actions required by this Declaration.

2.48 “M
aintenance Obligations ” shall mean the Owner’s or Association’s obligation to perform: (a) all reasonable Maintenance consistent with the terms of the any Maintenance manual provided by Declarant, any Maintenance obligations and schedules in any warranty offered by Declarant or any manufacturer, and any Maintenance obligations and schedules otherwise provided to the Owner or Association by Declarant or any manufacturer, as applicable; ( b) any commonly accepted Maintenance practices to prolong the life of the materials and construction of all Parcels, Condominium Units and Improvements; and ( c) any Maintenance Obligations and requirements set forth in this Declaration, as amended and updated from time to time.

2.49 “M
ap ” shall refer to the final map of “Tract No. 19290,” filed for record on ___________, 20___, in Book _____ of Maps, at Pages ___ to ___, inclusive, in the Official Records, as may be amended from time to time, and incorporated herein by reference.

2.50 “M
ember ” shall mean a person or entity holding a membership in the Association as provided herein. Each Owner shall constitute a Member. If there is more than one Owner per Condominium Unit, the co-owners collectively shall constitute a single Member. 659

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2.51 “Member in Good Standing” shall mean an Owner who is not delinquent in payment of Assessments, is not in violation of any provision of the Project Documents, and/or does not otherwise have any disciplinary action pending between said Owner and the Association, as further identified in the Bylaws.

2.52 “M odel Units” shall mean those Condominium Units within the Project which are initially used by Declarant for the sole purpose of marketing other Condominiums constructed by Declarant and such Condominium Units are not initially occupied or used for residential purposes.

It is intended and anticipated that the sale of the Model Units, which shall be open to the viewing public during business hours while the sales period is active, will be in the last Phase of the Project.

2.53 “M
ortgage” shall mean a mortgage or deed of trust encumbering a Condominium Unit or other portion of the Project. A “Mortgagee” shall include the beneficiary under a deed of trust and any guarantor or insurer of a Mortgage. “First Mortgagee” is one having priority over all other Mortgages or holders of Mortgages encumbering the same Condominium Unit or other portion of the Project.

2.54 “N otice of Lien” shall mean a notice of d elinquent Assessment recorded as a lien against a Condominium Unit for the Owner’s failure to pay Assessments as set forth in this Declaration.

2.55 “O fficial Records” shall refer to the Official Records of the Orange County Recorder’s Office, State of California.

2.56 “O wner(s)” shall mean the record holder or holders of title, if more than one, to any Condominium Unit in the Project. “Owner” includes Declarant and Land Banker , except where specified as mutually exclusive. This shall not include contract sellers or persons or entities having any interest merely as security for the performance of an obligation. If a Condominium Unit is sold under a recorded contract of sale (or a recorded memorandum of such contract), the purchaser, rather than the fee Owner, shall be considered the “Owner.”

2.57 “P
arcel ” shall mean any Parcel or Lot, as shown on the Map, and any other parcel of land designated as “ Parcel” or “Lot” in any recorded supplement to the Declaration or in any Declaration of Annexation.

2.58 “P ermitted Parking Areas ” shall mean garages and open/guest parking spaces that are designed and established for the parking of Authorized Vehicles. Permitted Parking Areas may also include those areas determined to be such areas by the Board of Directors as part of the Association Rules. “ Permitted Parking Areas ” do not include sidewalks, garage aprons , emergency vehicle access road, alleys, streets marked with “No Parking” signs and/or red-painted curbs, or areas in the adjacent neighborhoods. Specifically, the curbs adjacent to the drive aisles (private alleys) shall be painted red to prohibit parallel parking in the drive aisles . There are no driveways for any Condominium Units in the Project on which vehicles are allowed to park , and there will be limited open/guest parking spaces. Use of the Permitted Parking Areas is described in Section

4.23 of this Declaration.

2.59 “Phase” shall mean any Parcels , Condominiums, Buildings, Common Area, Association Maintenance and/or Association Property which are made subject to the provisions of 660

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this Declaration either by recording this Declaration or by recording a Declaration of Annexation; provided, a single Declaration of Annexation may establish more than one Phase in accordance with the terms of that Declaration of Annexation.

2.60 “Prohibited Vehicles” shall include, but not be limited to, non-motorized vehicles, trailers or motorized vehicles that exceed 7 feet in height, 7 feet in width, and 19 feet in length (unless otherwise defined as a Commercial Vehicle above), and any vehicle intended for recreation purposes including attached camper bodies, motor homes, mobile homes, boats, land conveyances, vessels and aircraft that exceed 18 feet in length . The Board shall have the discretion to modify, amend or change the definition of “Prohibited Vehicles” through Association Rules so long as the minimum standards set forth in Section

4.23 of this Declaration are satisfied.

2.61 “Project” shall mean the Initial Property, and the portions of Annexable Property brought within the jurisdiction of the Association , including any structures and Improvements erected or to be erected thereon, all in accordance with this Declaration.

2.62 “P roject Documents ” shall mean and include this Declaration , as amended from time to time, the exhibits, if any, attached hereto, together with the other basic documents used to create and govern the Project, including the Map, Conditions of Approval, Articles, Bylaws and Association Rules. The Project Documents do not include the Dispute Resolution Declaration defined below.

2.63 “Q
uorum” shall mean more than fifty percent (50%) of those entitled to act. With respect to the imposition of certain Assessments, a Quorum necessary for the imposition of Regular and Special Assessments set forth in ARTICLE IX shall be more than fifty percent (50%) of the Members of the Association, as set forth in California Civil Code Section 5605.

2.64 “Remainder” shall mean and refer to the three -dimensional volume of land and airspace consisting of portions of the Map, excepting therefrom, the Initial Property. Remainder is not part of the Initial Property. “Remainder” shall also mean those portions of the Map, depicted and described on separate and distinct Condominium Plans for future Phases. Condominium Plans may be recorded for future phases over Remainder at the discretion of Declarant and shall not constitute an amendment to the Condominium Plan. Remainder shall be consistent with the meaning of “Three-Dimensional Portion” as used in California Government Code Section 66427, as the same may be amended from time to time.

2.65 “R
ight to Repair Act ” shall refer to California Civil Code Sections 895-945.5, as may be amended from time to time.

2.66 “VA ” shall mean the United States Department of Veteran's Affairs.

2.67 “Water Quality Management Plan” or “WQMP ” shall refer to the Water Quality Management Plan approved by the City. The WQMP shall be consistent with the requirements of Section 7 and Exhibit 7.II of the County Drainage Area Management Plan (DAMP) for new developments, and shall identify potential sources of pollutants during the long- term on-going maintenance and use of the Project that could affect the quality of storm water runoff from the Project, shall define source control, site design, and treatment control (if applicable) BMPs to control or eliminate the discharge of pollutants into the surface water runoff, and provide a 661

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monitoring program to address the long-term implementation of and compliance with the defined BMPs.

ARTICLE III

PROPERTY RIGHTS

3.1 Association Property. Title to or a legal ownership interest in Association Property shall be conveyed to the Association prior to or concurrently with the conveyance of the first Condominium Unit within a particular Phase to an Owner. The Association shall be deemed to have accepted the Association Property conveyed to it when (a) a grant deed conveying title to the Association Property has been recorded in the Official Records, and ( b) Assessments have commenced pursuant to ARTICLE IX of this Declaration. Association Property shall be Maintained by the Association as provided in ARTICLE V of this Declaration. When Association Property is conveyed by Declarant, an easement shall be deemed automatically reserved over the Association Property in favor of Declarant for drainage and encroachment purposes and for ingress and egress from the Association Property for the purpose of completing Improvements thereon or for the performance of necessary repair work. Said easement in favor of Declarant shall automatically terminate ten (10) years after the sale of the last Condominium Unit covered by this Declaration.

3.2 Association Maintenance Areas. The Association shall be and is hereby conveyed non-exclusive easements to the Association Maintenance Areas prior to or concurrently with the conveyance of the first Condominium Unit within a particular Phase to an Owner. Association Maintenance Areas shall be Maintained by the Association as provided in ARTICLE V of this Declaration. When Association Maintenance Area is conveyed by Declarant, an easement shall be deemed automatically reserved over the Association Maintenance Area in favor of Declarant for drainage and encroachment purposes and for ingress and egress from the Association Property for the purpose of completing Improvements thereon or for the performance of necessary repair work.

Said easement in favor of Declarant shall automatically terminate ten (10) years after the sale of the last Condominium Unit covered by this Declaration.

3.3 Common Area . Each Owner of a Condominium shall be conveyed an equal undivided interest in the Common Area as a tenant -in-common with the other Owners of Condominiums in the same Phase, excluding the Condominiums . The tenancy -in-common interest to be conveyed with each Condominium shall be determined by a fraction, the numerator of which is one (1) and the denominator of which is the total number of Condominiums within that particular Phase. Owners of Condominium Units in Phase 1 shall each have a one -eighth (1/8 th)
interest in the Common Area as tenants -in-common. The specific interests in the Common Area for Condominiums in each Phase to be conveyed to the Owners within that Phase shall be specified in the Declaration of Annexation for that particular Phase.

3.4 E xclusive Use Areas. Except as limited by other provisions in this Declaration, the Map and/or Condominium Plan, each Owner of a Condominium shall have an exclusive right and easement for the use, possession and enjoyment of the EUA applicable to his/her Condominium Unit designated on the Condominium Plan which bears the number that corresponds to that of his/her Condominium Unit, and any other areas defined as EUA in this Declaration or any 662

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Declaration of Annexation, all of which shall be appurtenant to and pass with title to the Owners' Condominium. All easements to EUA are subject to the right of the Association to enter in and upon the EUA as provided by and in accordance with the limitations upon such right as set forth in this Declaration.

3.5 Non-severability of Common Area. The interests in Common Area cannot be changed after conveyance of the first Condominium in a Building within a Phase. The undivided interests in Common Area, the fee title to the respective Condominium Units conveyed therewith and the easements appurtenant thereto are not separable and may not be separately conveyed unless the Condominium Plan is amended in accordance with California Civil Code Section 4295. If the Condominium Plan is amended, any conveyances necessary to cause ownership interests to conform to the amended Condominium Plan shall not violate this section. Each undivided interest in the Common Area and each easement appurtenant to the Condominium shall be deemed to be conveyed or encumbered with the respective Condominium even though the description in the grant deed or other instrument of conveyance or encumbrance may refer only to the Condominium.

The ownership interests in the Common Area and Condominiums described herein are subject to the easements described, granted and reserved in this Declaration . Each of the easements described, granted and reserved herein shall be enforceable as equitable servitudes and covenants running with the land for the use and benefit of the Owners and their Condominiums superior to all other encumbrances applied against or in favor of any portion of the Project with respect to the operation and management of the Project.

3.6 No
n -severability of Membership. Every Owner of a Condominium Unit which is subject to Assessment shall be a Member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any Condominium Unit which is subject to Assessments.

3.7 P artition Prohibited . Except as provided in California Civil Code Section 4610, there shall be no judicial partition of Common Area or of any part thereof. Each Owner specifically waives and abandons all rights, interests, and causes of action for judicial partition of Common Area. Each Owner agrees that no action for judicial partition of Common Area shall be instituted, prosecuted or reduced to judgment, except in compliance with California Civil Code Section 4610.

If a Condominium is owned by two or more Owners as partners , tenants -in-common, or joint tenants, or as community property, nothing contained in this Section shall be deemed to prevent a judicial partition of their co-ownership.

3.8 A
nnexation and Deannexation Rights. Real property may be annexed or deannexed pursuant to this Section.

3.8.1 A nnexation Pursuant to Approval. Annexable Property may be added to the Project by Declarant and Land Banker as one or more subsequent Phases without the approval of the Association or any Owner if the annexation is in substantial conformance with the detailed plan of phased development submitted to the DRE with the Phase 1 Final Public Report application. Otherwise, any other Annexable Property not identified herein may be annexed to the Project only with the approval of two- thirds (⅔) of each class of Members other than Declarant; provided, however, any annexation made while there are 663

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two (2) classes of membership requires the prior approval of the FHA and/or the VA, if either are First Mortgagees.

3.8.2 Procedure for Annexation. In addition to any required approval by Members, a final subdivision map(s) or final parcel map(s) and a Declaration of Annexation for the property to be annexed must be recorded. The Declaration of Annexation shall also provide that if and only if at the time of the first conveyance of a Condominium Unit in a Phase the Declarant has rented or leased Condominium Unit s in that Phase for a period of at least one (1) year after the most recent review of a budget for that Phase by the DRE, Declarant shall either issue a written commitment to pay or pay to the Association the following amount: an amount equal to that portion of the Regular Assessment which would have been attributable to each Condominium Unit in that Phase and which would have been allocable to reserves for replacement and deferred Maintenance of Association Property, Association Maintenance Areas and other Improvements had Regular Assessments in that Phase commenced at the time of the most recent review of a budget for that Phase. Such amount, if any, shall be paid to the Association prior to or concurrently with the first conveyance of a Condominium Unit in that Phase.

3.8.3 P
roof Satisfactory to the DRE. In addition to the requirements set forth in Section 3.8.2 above, Declarant shall provide satisfactory proof to the DRE that the proposed annexation will not result in an overburdening of Association Property and/or Association Maintenance Areas, and that the proposed annexation will not cause a substantial increase in Assessments against existing Owners which was not disclosed in Final Public Reports under which prior Owners purchased their Condominium Units.

3.8.4 Effect of Annexation. After complying with the procedures for annexation and upon the commencement of Assessments for Condominium Units in the annexed Phase, Owners of Condominium Unit s in the annexed Phase shall be Members, shall be subject to this Declaration, and shall be entitled to use all Association Property and Association Maintenance Areas in the Project. The Association shall reallocate the Regular Assessments so as to assess each Owner in the Project for an equal and proportionate share of the Common Expenses of the Project. All Owners shall have ingress and egress to all portions of the Association Property and Association Maintenance Areas throughout the Project, subject to the provision of this Declaration, the Bylaws of the Association and the Association Rules in effect from time to time.

3.8.5 D
eannexation . Subject to the restrictions, limitations and provisions of this Declaration, Declarant and Land Banker, or the Association may remove any property in the Project by executing and recording a Declaration of Deannexation. Declarant and Land Banker may deannex property only if (a) no escrows have closed on the annexed Phase, (b) no Assessments have commenced on any portion of the annexed Phase, (c) Declarant or Land Banker have not exercised any votes attributable to the annexed Phase, and (d) a Declaration of Deannexation is recorded in the same manner as the Declaration of Annexation was recorded. If the Association desires to deannex property within the Project, the approval of Members consti tuting at least two-thirds (⅔) of each class of Members is 664

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required; provided, however, any deannexation made while there are two (2) classes of membership requires the approval of the FHA and/or the VA, if either are First Mortgagees.

3.9 Easements. In addition to any and all other easements contained in this Declaration, the Project shall be subject to the following easements:

3.9.1 A ccess Easements . There shall be reserved in favor of the Association and each Owner a non-exclusive easement over, upon and across the Project and each adjacent Condominium Unit . The access easement granted herein shall be for the purpose of carrying out the obligations set forth in this Declaration. There is also reserved in favor of the Association and each Owner non-exclusive easements over, upon and across the Project upon which walkways, paseos and other Improvements are constructed for pedestrian access to and from Condominium Units and Buildings.

3.9.2 A
rchitectural Control Committee Easements . The ACC and its duly authorized agents and representatives shall have a non- exclusive right and easement as is necessary to perform its duties and obligations set forth in this Declaration, including the right to enter any Parcel , Building, or Condominium Unit , subject to the limitations contained in this Declaration.

3.9.3 A
ssociation Maintenance Easements. There shall be reserved in favor of the Association, an easement across, over, in and on any Condominium Unit to Maintain any Association Maintenance Areas as set forth in this Declaration.

3.9.4 B MP Right of Entry. A non- exclusive easement over and upon any portion of the Project is hereby reserved in favor of the City, the Regional Water Quality Control Board, and their respective representatives, for the purposes of verification of proper operation and maintenance for storm water BMPs in accordance with the WQMP.

3.9.5 C
lustered Mailbox Easements . Declarant reserves non-exclusive easements over, across and upon the Project for (a) placement of mailbox clusters in locations required by the United States Postal Service and local governmental agencies with jurisdiction over the Project; (b) delivery, deposit and pickup of United States mail; and (c) access to and Maintenance of the mailbox clusters by the Association. The actual locations of the easements referred to herein shall be determined by the as-built location of each mailbox cluster. The easements reserved hereby are appurtenant to each Condominium Unit in the Project, as necessary to ensure the Owner’s reasonable access to their respective mailboxes.

3.9.6 D
eclarant ’s Reservation of Easements. Declarant hereby reserves easements over each Parcel, Condominium Unit and/or Association Property for common driveway purposes, for drainage and encroachment purposes, for ingress and egress from buildings for the purpose of completing Improvements thereon, for the performance of necessary repair work and for compliance with requirements of any governmental agency, for the purposes of reasonable ingress and egress from, over and across the Project, including private roads and pathways; and for inspection of the Association Property, and each Condominium Unit to ensure that the Project and all Improvements thereon are being Maintained in accordance with the provisions of this Declaration. Said easements in favor 665

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of Declarant shall automatically terminate ten (10) years after the conveyance of the last Condominium Unit.

3.9.7 Drainage Easements. There shall be non- exclusive drainage easements in favor of the Association over, across and upon each Parcel and each Building for the conveyance of storm water and drainage through pipes, outlets, downspouts and conduits, no matter where located.

3.9.8 E
asements for Utilities and Maintenance . Easements over and under the Project for the installation, repair and Maintenance of electric, telephone, water, and sanitary sewer lines and facilities, heating facilities, cable or master television antenna lines, drainage facilities, walkways, and landscaping, as shown on the Map and/or as installed or constructed, and as may be hereafter required or needed to service the Project, are hereby reserved by Declarant and its successors and assigns, including the Association and appurtenant utility companies, together with the right to grant and transfer the same.

No Owner or occupant shall commit any act that would interfere with the operation of any drainage system (including drainage swales, filterra systems, bioretention areas, etc.) installed in the Project.

3.9.9 E
asements on the Map . The Project is subject to the easements and rights of way shown on the Map. Limitations on the construction and installation of Improvements within the easements and rights of way set forth on the Map are as outlined on said Map and incorporated herein by reference as if set forth in full.

3.9.10 E
ncroachment Easements . There shall be an easement in favor of the Association and each Owner over any adjoining Parcel or Association Property for the purpose of accommodating any encroachment due to minor engineering errors, minor errors in original construction, settlement or shifting of the Building, Condominium Unit, or any other cause. There shall be valid easements for the Maintenance of said encroachments as long as they shall exist, and the rights and obligations of Owners shall not be altered in any way by said encroachment, settlement or shifting; provided, however, that in no event shall a valid easement for encroachment be created in favor of an Owner or Owners if said encroachment occurred due to the willful misconduct of said Owner or Owners. In the event a structure is partially or totally destroyed, and then repaired or rebuilt, the Owners agree that minor encroachments over adjacent Association Property due to minor engineering errors, minor errors in construction, or settlement or shifting of the Condominium Unit , shall be permitted and that there shall be valid easements for the Maintenance of said encroachments so long as they shall exist.

3.9.11 F
ire System Easements . Each Owner of a Condominium is granted a non-exclusive easement over and across those portions of Building for a Fire System Easement. The Fire System Easement shall be generally located within the interior perimeter walls of each Condominium Unit, and shall be used solely for the purpose of accommodating, Maintaining and using the lines and conduits for the fire sprinkler system serving individual Condominium Units, as applicable or necessary. Each Owner shall be solely responsible to Maintain the lines and conduits for the fire sprinkler system (including 666

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fire sprinkler heads) . The Association shall have a discretionary right to enter any Condominium Unit to inspect the fire sprinkler system to ensure proper Maintenance.

3.9.12 Owners’ Easements. Every Owner shall have a right and non-exclusive easement of enjoyment in and to the Association Property and Improvements located thereon, including ingress and egress to and from his/her Condominium Unit, as applicable.

Each such non-exclusive easement shall be appurtenant to and shall pass with the title to the Condominium, subject to the following provisions:
(a) Section 10.2 of this Declaration authorizes the Board to impose monetary penalties, temporarily suspend an Owner ’s rights as a Member of the Association or other impose appropriate discipline for failure to comply with the Project Documents provided that the established procedures are followed for Notice and Hearing which satisfy the minimum requirements of California Corporations Code Section 7341 with respect to the accused Member before a decision to impose discipline is reached. These procedures are set out in Article XIII of the Bylaws. (b) The right of the Association to dedicate or transfer all or any part of the Association Property to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the Members. No such dedication or transfer shall be effective unless an instrument signed by two thirds ( ⅔) of the Members agreeing to such dedication or transfer has been recorded, provided, however, that no such dedication shall impair the ingress and egress to any Condominium Unit.

3.9.13 Reciprocal Maintenance Easements. Each Owner shall have a reciprocal non-exclusive maintenance easement over and across such portions of any adjacent or contiguous Condominium Unit or Association Property as is necessary to Maintain the Condominium Unit and/or any Improvement(s) including, but not limited to, utilities, pipes, wires, conduits, landscaping and irrigation.

3.9.14 S torm Drainage Generally . In addition to storm drain easements specifically identified on the Map or in this Declaration, there are reserved and granted for the benefit of each Building and Parcel over, under, across and through the Project, except for portions of the Project on which a structure is situated, non- exclusive easements for surface and subsurface drains and the flow of storm waters in accordance with natural drainage patterns and the drainage patterns and Improvements installed or constructed by Declarant in accordance with the WQMP.

3.9.15 R
ight of Entry. The Board may authorize its agents and employees to enter upon or in any Condominium Unit when necessary in connection with any Maintenance, landscaping or construction for which the Association is responsible, to effect emergency repairs, to effect necessary repairs which the Owner has failed to perform as required by this Declaration, or to inspect and/or make a determination whether an Owner is complying with the provisions of this Declaration. Such entry shall be made with as little inconvenience to the Owner as practicable and any damage caused thereby shall be repaired 667

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by the Board at the expense of the Association. Except in case of emergencies, twenty-four (24) hour advance notice shall be given to the Owner or occupant.

3.9.16 Telecommunications Easement. There shall be reserved over the Project a telecommunications easement in favor of the City, telecommunications company or any franchisee for the installation and use of telecommunication equipment, conduits and facilities to serve the Project and any other properties.

3.9.17 U tility Chase Easements or UCEs. There shall be an easement across, under and through each Condominium Unit in each Building in which the Condominium Unit is located for the purpose of accommodating utility lines, pipes, wire and other conduits for the delivery of utility services to one or more or all of the Condominium Units within a Building. Unless performing Maintenance Obligations set forth in this Declaration, Owners and occupants of Condominium Units are strictly prohibited from altering, modifying or tampering with any lines, pipes, wires or other conduits located within these UCEs.

3.9.18 E asements in Favor of City. Declarant hereby grants to the City an easement to enter the Project for (a) access and maintenance of the on-site sewer lift station:
(b) maintenance and repair rights over the Project for emergency access, and (c) drainage, utility, and storm water purposes as well as any related municipal purpose, including, without limitation, maintenance and repair. City shall provide reasonable notice to any affected Owner, except in the case of an e mergency in which case such notice as is reasonable under the circumstances shall be provided. City must use reasonable efforts to minimize any interference with the operation or use of any Project by each Owner and/or occupant.

3.10 P
rovisions Restricting Delegation of Use. Any Owner may delegate their rights of use and enjoyment of the Project to the members of their family, their guests, tenants, employees, and invitees, and to such other persons as may be permitted by the Bylaws and the Association Rules, subject however, to this Declaration. However, if an Owner has sold his/her Condominium to a contract purchaser or has leased or rented it, the Owner, members of the Owner ’s family, guests, tenants, employees, and invitees shall not be entitled to use and enjoy any of such rights in the Project while the Owner ’s Condominium is sold to a contract purchaser or rented to tenants.

Instead, the contract purchaser, or tenants, while occupying such Condominium Unit, shall be entitled to use and enjoy such rights and can delegate the rights of use and enjoyment in the same manner as if such contract purchaser or tenants were an Owner during the period of their occupancy. Each Owner shall notify the Secretary of the Association of the names of any contract purchasers of such Owner’s Condominium or tenants of such Owner’s Condominium Unit. Each Owner, contract purchaser, or tenant also shall notify the Secretary of the Association of the names of all persons to whom such Owner, contract purchaser, or tenant has delegated any rights of use and enjoyment and the relationship that each such person bears to the Owner, contract purchaser, or tenant. Any delegated rights of use and enjoyment are subject to suspension to the same extent as are the rights of Owners. N o such delegation shall relieve an Owner from liability to the Association or to other Owner for payment of Assessments or performance of the covenants, conditions and restrictions contained in this Declaration. Any lease, rental agreement or contract of sale entered into between an Owner and a tenant or contract purchaser of a Condominium shall 668

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require compliance by the tenant or contract purchaser with all of the covenants, conditions and restrictions contained in this Declaration, which provision shall be for the express benefit of the Association and each Owner. The Association and each Owner shall have a right to action directly against any tenant or contract purchaser of an Owner, as well as against the Owner, for nonperformance of any of the provisions of this Declaration to the same extent that such right of action exists against such Owner.

3.11 No Restriction on Owner ’s Right to Ingress and Egress. Except as allowed in Section 16.9 herein, there shall be no restriction upon any Owner ’s right to ingress and egress to his/her Condominium Unit, which right shall be perpetual and appurtenant to his/her ownership of a Condominium.

ARTICLE IV

USE RESTRICTIONS

4.1 Accessory Dwelling Units. If allowed by state law and local ordinance adopted by the City, Owners may be allowed to construct and install an Accessory Dwelling Unit in his/her Condominium Unit, provided that prior written approval of the Declarant (while it still owns a Condominium Unit in the Project) or the A CC (if established) under ARTICLE VI of this
Declaration and written approval is obtained from the City. Owners are advised that Declarant , Land Banker, the Association, and the City do not promise, warrant or guarantee that an Owner shall be granted permission for construction and installation of an ADU. ADUs shall not be sold separate and apart from the primary Condominium Unit, shall only be used for residential purposes, and any uses of ADUs shall be subject to all of the provisions of this Declaration, including, but not limited to, the restrictions on parking (see Section 4.23 below), leasing (see Section 4.27 below), operating a business (see Section 4.29 below), and Maintenance (see ARTICLE V below).

4.2 Alterations. Except as otherwise specifically provided in this Declaration, no Alteration may be made to any Parcel, Condominium Unit or EUA until plans have been submitted and approved by the ACC, as set forth in ARTICLE VI of this Declaration. Declarant and Land Banker shall be exempt from obtaining approval from the ACC.

4.3 Animals. An Owner may keep a reasonable number (as may be determined by the Board in its sole discretion) of customarily uncaged household pets within the Owner ’s Condominium Unit. Each Owner may also maintain a reasonable number of small caged animals, birds or fish. No other animals are permitted in the Project. No animals may be kept for commercial purposes. No animals, livestock or poultry of any kind shall be raised, bred or kept in any Condominium Unit, except that dogs, cats, and other household pets may be kept, provided that they are not kept, bred or maintained for any commercial purpose. Notwithstanding the foregoing, no pets may be kept on any Parcel , in any Condominium Unit or anywhere in the Project that results in an annoyance or nuisance to other Owners. The Association may prohibit the keeping of any animal that in the sole and exclusive opinion of the Board constitutes a nuisance to any other Owner. No pets shall be all owed in Association Property except as may be permitted by Association Rules. No dog shall enter Association Property except while on a leash that is held by 669

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a person capable of controlling it. Owners shall prevent their pets from soiling any portion of the Association Property and shall clean up after their pets in the Association Property.

4.4 Antenna and Satellite Dish Equipment. No Owner shall install any Antenna Equipment (a) on any real property which such Owner is not entitled to exclusively use or control, as provided in any Antenna Laws, ( b) in a particular location if, in the Association ’s or ACC ’s opinion, the installation, location or Maintenance of such Antenna Equipment unreasonably affects the safety of the Owners or any other person, or for any other safety-related reason established by the Association, or (c) that is of a size larger than is permitted under the Antenna Laws. Reasonable restrictions which do not significantly increase the cost of the Antenna Equipment or significantly decrease its efficiency or performance may be imposed. No Antenna Equipment may be installed on a Condominium Unit, except as follows: (i) Antenna Equipment that is one (1) meter or less in length or diameter or diagonal measurement, provided that the location, color and screening requirements shall be in accordance with any guidelines imposed by the Association or the ACC referenced in this Declaration, which guidelines shall comply with all applicable Antenna Laws ; or (ii) Antenna Equipment not covered under subpart ( i) above, the installation of which shall be approved in advance by the Association or ACC. Nothing herein shall be construed to restrict in any manner the Declarant’s or government agency’s right to authorize a cable television franchisee or other provider of similar services to provide cable television, radio or other similar services to the Project.

4.5 B
urning. Propane, electric powered barbecues or other similar equipment may be used on Balconies , Patios and/or Porches, so long as such use does not create a nuisance to neighboring Condominium Units. Fire pits shall not be allowed on Balconies , Patios or Porches.

No Owner or resident shall permit any condition to exist in his/her Condominium Unit, including, without limitation, trash piles or weeds, which create a fire hazard or is in violation of local fire regulations.

4.6 C
ompliance with Project Documents . Each Owner, contract purchaser, lessee, tenant, guest, invitee or other occupant of a Condominium Unit or user of the Association Property shall comply with the provisions of the Project Documents, including the Association Rules.

4.7 D isclosure – California Energy Commission Duct Sealing & Testing Requirement.

Based on climate zone maps issued by the California Energy Commission (“CEC”), the Project is located in a designated climate zone in which properties are subject to duct sealing and testing requirements set forth by the CEC. According to the CEC, most California homes have improperly sealed central air conditioning and heating system ducts such that approximately thirty percent (30%) of the conditioned air actually leaks outside the home. In order to combat this waste of energy and money, the CEC updated its residential duct sealing and testing requirements in the Building Energy Efficiency Standards (Title 24). Previously, such duct sealing and testing was required only in certain CEC-designated climate zones when a central air conditioner or furnace is installed or replaced. The revised standards now make duct sealing and testing mandatory in all California climate zones when such a system is installed or replaced . Ducts found to leak more than 15 percent or more must be repaired. Once a contractor tests and fixes these ducts, you must have an approved third-party verifier determine that the ducts have been properly sealed. The CEC cautions homeowners that a contractor who fails to obtain a required building permit and fails to test and repair your ducts “is violating the law and exposing you to additional costs and 670

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liability.” If you do not obtain a permit, you may be required to bring your home into compliance with code requirements for that work and may incur additional penalties and fines that have to be paid prior to selling your home. Remember that you have a duty to disclose whether you obtained required permits for work performed to prospective buyers and appraisers. Local governments may mandate more stringent requirements. Please note there are specific alternatives that allow high - efficiency equipment and added duct insulation to be installed instead of fixing duct leaks. Please also be advised that there are separate regulations which govern duct insulation levels required by climate zone and HVAC system. For more information on these requirements, please contact the CEC or visit the official CEC’s “Building Energy Efficiency Standards” portal at https://www.energy.ca.gov/programs-and-topics/programs/building-energy-efficiency-standards .

4.8 Disclosure – Commercial/Industrial/Mixed Use Zoned Property. State law requires that the following notice be given: “The Project is located within one mile of a property that is zoned for commercial, industrial, or mixed use. This disclosure must be provided if a search of public records reveals even one parcel o f property located within a one (1) mile radius of the Project that is currently zoned for commercial, industrial or mixed use whether or not that property is actually being used for such purposes.”

4.9 D
isclosure – Potential ERRC System. Declarant may be required by the City to install an Emergency Responder Radio Coverage system or “ERRC” system which requires radio coverage for emergency responders such as firefighters, police and paramedics, ensuring continuous and effective communication during emergencies. If installed, the ERRC system would include a speaker mounted on the roof of one or more of the Buildings, and if activated during an emergency may emit noises and announcements.

4.10 D
isclosure – Supplemental Flood Hazard Zone. The Project is located within a flood hazard zone as designated by a local agency. Supplemental flood hazard zones are in addition to, or different from, areas mapped by the Federal Emergency Management Agency (FEMA) or the California State Office of Emergency Services. Flood hazard zones are areas which historically contain the conditions and type of topography and weather that makes it susceptible to localized flooding. Inclusion of the Project within a flood hazard zone may impact premiums and rates for insurance policies that an Owner or the Association may be required to obtain.

4.11 D
isclosure – Train Tracks. Located along East Santa Ana Road which fronts the Project are railroad tracks primarily operated and maintained by Union Pacific Railroad but is also used by Amtrak and Metrolink for passenger train service. The streets used to exit and enter the Project are crossed by these railroad tracks. Thus, the streets leading in and out of the Project may be blocked by a train at any time during the day or night. Residents may expect to experience frequent delays accessing the Project. The railroad tracks may be utilized 24 hours per day, 7 days per week and do not follow any particular schedule, and the trains may be required to blow their whistles or blast their horns at their loudest decibel setting at every intersection, regardless of the time of day or day of the week. Such noise impacts may occur at any time of day or night and may cause significant sleep disturbance. Individual tolerance to noise and vibration caused by trains and these railroad tracks will vary by each individual and such noise and vibration may be considerably less tolerable at night to residents. Declarant has no control over, and no responsibility for, the use or scheduling of the trains and makes no representation or warranty on how noises and vibrations will impact residents of the Project. 671

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4.12 Drainage. There shall be no alteration of the drainage patterns initially installed and constructed by Declarant including, without limitation, drainage swales, drain pipes, area drains, catch basins or connections thereto, and as established by the grading and natural course of surface and subsurface water run -off without the prior approval of the ACC, and any all necessary governmental approvals and permits. Drainage patterns, private storm drain lines and bio-retention areas shall not be altered or modified without prior approval from the City’s Public Works Department.

This Declaration provides notice to the Association and each Owner to devote great care and attention to grading and to establish or Maintain positive drainage away from the entire foundation line of the B uildings. Positive drainage is achieved by shaping grades, establishing drainage “swales” or installing underground area drains. The swales and drains provide a receptacle and conduit to drain water away from the foundation, and the rear, side and front of the buildings to offsite drainage disposal. Swales also prevent drainage water from moving across Parcels or other property. This Declaration also provides notice to each Owner that if existing drainage swales established on or around your building are interrupted, blocked, filled, or otherwise altered serious damage can result. Drainage must not be allowed to pond in a yard or run against or under a building, foundation, garage floor, driveway or other Improvements. Serious damage may result even during a short period of time.

If a Condominium Unit or Building constructed by Declarant has a roof gutter system and downspouts which are directly connected to the Project ’s storm drainage system, the Condominium Unit and Building, as applicable, shall remain connected to the Project storm drainage system at all times; the Association and the Owners may not perform any Alteration which results in additional roof waters draining anywhere other than directly into the Project ’s storm drainage system.

4.13 Electrical Interference. No electrical or electronic devices, which may unreasonably interfere with television or radio reception of any Owner shall be located, used, or placed on any portion of the Project.

4.14 E
V Charging Stations. Declarant may install an EV Charging Station (as referred to in California Civil Code Section 4745(d)) within the open/guest parking spaces in the Project, and if installed, the Association may charge a fee for use of the EV Charging Station. The costs of operating and Maintaining the EV Charging Stations, if installed, shall be part of the Regular Assessments payable by each Owner. Declarant may also install EV Charging Stations or pre - wiring for the installation of EV Charging Stations in each garage of a Condominium Unit, and each Owner shall be solely responsible for the Maintenance and costs of the EV Charging Station in his/her garage.

4.15 E
xterior Apparatus . Notwithstanding the provisions of California Civil Code Section 4750.10, no exterior clotheslines or other outside clothes drying or airing facility shall be erected or Maintained on any Parcel, Condominium Unit or EUA in any location where the same would be visible from any street, Association Property or Condominium Unit. Further, no clothes washers, clothes dryers, refrigerators or freezers may be kept, stored, or operated from any exterior area of a Parcel , Condominium Unit or within EUA . Installation of umbrellas and outdoor furniture on Balconies, Patios and Porches may be limited and shall be subject to Association 672

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Rules. Under no circumstances shall room additions or other appurtenances be allowed for any Condominium Unit.

4.16 Installation of Security Cameras. Subject to the approval of the ACC pursuant to ARTICLE VI of this Declaration, Owners may be allowed to install video cameras on the exterior of a Condominium Unit so long as the installation of such devices do not infringe, interfere or invade the privacy of neighboring Parcel s, Condominium Units and residents , and utilize the exterior wall penetrations that existed when the Condominium Unit was constructed by Declarant.

Additional video cameras will not be allowed to make new penetrations in the exterior walls and surfaces or be attached to the Building frame or structure.

4.17 I nvitees . Each Owner shall be responsible for compliance with the provisions of this Declaration by the Owner’s Invitees.

4.18 L iability of Owners for Damages. Each Owner shall be liable to the Association for all damages to the Association Property and/or Improvements thereon caused by such Owner, or any occupant or guest, regardless if that portion of said damage, if any, is fully covered by insurance of the Association. A Reimbursement Assessment (as set forth in ARTICLE IX of this
Declaration) may be imposed on an Owner and his/her Condominium Unit for all damages to the Association Property. Liability of an Owner shall be established only after notice to the Owner and hearing before the Board, as set forth in Article XIII of the Bylaws.

4.19 Mailboxes. There shall be no exterior newspaper tubes or freestanding mailboxes placed on any Parcel, Building or Condominium Unit.

4.20 M ineral and Water Exploration. Owners are prohibited from exploring the Project for or to remove any water, oil, hydrocarbons or minerals of any kind.

4.21 N o View Preservation . Pursuant to the Conditions of Approval, each Owner and resident of the Project are advised that the City does not have a view preservation ordinance and the views from each Condominium Unit and the Project may be and will be subject to change with maturing off-site landscaping (including trees), and the potential for future off-site buildings and other improvements.

4.22 N
uisances . No noxious, illegal or offensive activity shall be carried on upon any Parcel, Condominium Unit, Building, EUA, or in any part of the Project, nor shall anything be done thereon which may be or may become an annoyance or nuisance to or in any way interferes with the quiet enjoyment of each Owner’s Parcel, Condominium Unit or the Association Property, or which may increase the rate of insurance for the Project or for any Condominium Unit, or cause any insurance policy to be canceled or to cause a refusal to renew the same, or which will impair the structural integrity of any building, structure or Improvement , or which will create a public nuisance. Likewise, uses and activities within the Project shall be conducted so as not to become obnoxious by reason of noise, odor, refuse, parking impacts, or Maintenance of grounds and in such a manner as will not detrimentally affect adjoining properties and uses.

4.23 P
arking and Vehicle Restrictions . A ll parking within the Project (including enforcement of parking by the Association ) shall comply with the requirements of the City , the Conditions of Approval applicable to parking, and this Declaration. The Association shall enforce 673

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its respective parking restrictions by all lawful means, including the levying of fines, citing and/or towing of any violating vehicle. The owner of a violating vehicle shall be responsible for all costs incurred to remedy the violation, including, but not limited to, towing, citations and legal fees.

4.23.1 Garages.
(a) Each Owner shall keep his/her garage area in a neat and orderly condition with any storage areas completely enclosed. In no event shall household storage preclude the parking of Authorized V ehicles in the garage, or result in the parking of Authorized Vehicles in other Permitted Parking Areas.
(b) Garages are designed to hold two (2) Authorized Vehicles parked either side-by-side or in tandem. Garages may not accommodate the parking of two large vehicles. Each Owner shall ensure that the Owner’s vehicles will fit into the parking spaces of such Owner’s garage , as Owners are prohibited from parking in open/guest parking spaces within the Project.
(c) Garage doors shall be kept closed when not in use.
(d) Garages shall not be converted to ADUs (unless permitted pursuant to Section 4.1 above , and ARTICLE VI herein), living quarters, kitchens, workshops or storage which will preclude the parking of the number of Authorized Vehicles for which the garage was designed to hold.
(e) Each Owner and resident, by accepting a deed to a Condominium, consents to voluntary inspections of the garage by the Association and the City to verify compliance with this Declaration.

4.23.2 Parking. Parking within the Project is limited. There will be twenty (20) open/guest parking spaces within the Project, two (2) of which are handicapped parking spaces. (a) Authorized Vehicles shall not be parked anywhere in the Project except in Permitted Parking Areas, as set forth in this Declaration . Signage shall be installed prohibiting parking on fire lanes, alleys, drive aisles and in front of garages. (b) The parking or storage of recreation vehicles such as RVs, boats, trailers, fifth wheels, ATVs, or any Prohibited Vehicles in any Permitted Parking Area or anywhere in the Project is strictly prohibited.
(c) All open parking spaces within the Project are considered Association Property, and its use is subject to Association Rules. Owners and residents are prohibited from parking in any open parking spaces, and such spaces are only for visitor/guest parking only. The Association shall establish a parking permit program for the guest parking spaces. For purposes of this Section, “guest” shall be defined as a person(s) who is invited to visit a resident(s) or take part in a function organized at a Condominium Unit for a period of not more than seven (7) consecutive nights. 674

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(d) There are no driveways and there shall be no vehicles parked on any apron or entry parallel to a garage door, or in any of the private alleys, temporary or otherwise.
(e) Commercial Vehicles shall not be parked within the Permitted Parking Areas or the Project except for purposes of loading or unloading, and then for periods not in excess of six (6) hours. This restriction shall not apply to C ommercial Vehicles involved in construction activities in the Project or Commercial V ehicles owned and operated by persons providing services during the time when the services are being rendered.

4.23.3 Enforcement.
(a) In addition to the remedies available under Section 10.2 of this Declaration, the Association may establish and implement rules and procedures from time to time under the California Vehicle Code and other statutes for the issuance of citations for violations of parking or vehicle restrictions set forth herein, for enfor cement of civil penalties resulting from such citations through government authorities, if applicable, and for the removal and towing of any vehicles based on, but not limited to, California Vehicle Code Section 22658.
(b) The emergency vehicle access road shall not be obstructed in any manner including by the parking of any vehicles, or the use of traffic calming devices such as speed bumps, speed humps or other configurations . Approved signs or other notices prohibiting the use of the emergency vehicle access road shall be installed and Maintained by the Association.
(c) The Board shall also have the authority to promulgate as part of the Association Rules such further rules and restrictions regarding parking and vehicles within the Project as may be deemed prudent and appropriate.

4.24 Post Tension Foundations. The foundations of Buildings may be post-tension foundations which are interconnected among clusters of Condominium Unit s. Post -tension foundations involve placing steel cables under high tension in the concrete slab serving as the foundations of Buildings. Owners shall NOT make any Alterations, modifications, sawing, cutting, piercing, or drilling into the foundation of any Condominium Unit which may damage, impair or affect the structural integrity of the foundation. Owners shall not make any Alterations, modifications or install any Improvements that affect the post -tension foundation without prior written approval of the City. A written opinion from an engineer duly licensed by the State of California and qualified in post-tension foundations is required prior to the commencement of any work and if an Owner is uncertain if any particular action will impact or affect the foundation. If the question or uncertainty arises in connection with a request for approval of Alterations pursuant to
ARTICLE VI of this Declaration, an engineer shall be agreed upon by the Association and the Owner who has requested approval of the Alterations, and the engineer shall issue a written report/findings acceptable to the Association. The cost of the engineer shall be borne entirely by the Owner who is requesting approval of the Alterations. 675

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4.25 Power Equipment and Car Maintenance. No non- electrically powered power equipment, workshops (other than workshops that can be housed in a garage without necessitating or resulting in the parking of Authorized Vehicles on the private streets or other Permitted Parking Areas in violation of Section 4.23, above) or major car maintenance (defined as any repair or other work on a car that takes in excess of two (2) hours to complete) of any nature shall be permitted on the Project without prior written approval of the Board. In deciding to grant approval, the Board shall consider the effects of noise, air pollution, dirt or grease, fire hazard, interference with radio or television reception, and similar objections. Nothing in this Section shall prohibit the use and storage of hand gardening tools reasonably necessary for routine household and yard Maintenance and upkeep.

4.26 Prohibition of Dumping Oil and Chemicals. Owners and residents are strictly prohibited from disposing of crank case oil and other chemicals in storm drains. Owners and residents are also cautioned in the practice of fertilizing and then over -watering lawns and landscaping resulting in run-off into the storm drains. Owners and residents shall exercise the best methods to prevent the disposal of crank case oil and other chemicals and run- off from over - watering lawns and landscaping because of the adverse environmental effects of such actions.

4.27 R
ental of Condominium Unit s. Except where expressly prohibited by some other agreement or written instrument including, but not limited to, an owner occupancy agreement, Owners may lease or rent his/her Condominium Unit. However, no Condominium Unit may be rented or leased for transient or hotel purposes which shall include, but not be limited to, rental for any period less than thirty (30) days. All leases must be in writing and be expressly subject to the Project Documents, including the Association Rules, and the breach of any provision shall be a default under the lease or rental agreement. Subject to the foregoing restrictions, Owners shall have the right to lease their Condominium Unit, provided that the Board is notified of the name of the tenant and the duration of the lease. The Owner shall provide the tenant/lessee with a copy of the Project Documents.

4.28 R
estrictions on Balconies , Patios and Porches. No storage of any kind shall be permitted on Balconies, Patios or Porches with the exception of normal and customary furniture and propane operated barbeques only. Owners shall not attach or secure any equipment to the walls enclosing Balconies, Patios and Porches, and there shall be no permanent ground floor covers on the Patios and Porches. In order to protect the surface of the Balcony, including the waterproof membrane surface, coasters shall be placed on all barbeque, table and chair legs, and the barbeque heat source shall be placed no closer than twenty- four inches (24”) from the floor surface of the Balcony. Awnings, trellises and other large outdoor covers are prohibited, but stand up umbrellas and other outdoor furniture are allowed. Potted plants and planters must be raised off of the surface and coasters must be placed on all plant stand legs and wheels. Balconies shall not be used for storage, and personal items may not be draped over the railings. Owners must take appropriate precautions to prevent the waterproof membrane surface from being penetrated by sharp objects.

If the waterproof membrane surface is damages, Owners must promptly notify the Association. If any repair or replacement was due to negligence or fault of an Owner or resident, the Association may impose a Reimbursement Assessment for the costs and expenses.

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4.29 Restrictions on Business.

4.29.1 Generally. Except as may be allowed or restricted in this Declaration, or for uses on or within Condominium Units permitted by local ordinances or state or federal law, the construction of Improvements and the business of Declarant or Land Banker in completing the development and sale of Condominium Units in the Project, no Owner or other occupant of a Condominium Unit may undertake any activity in or on any Condominium Unit, nor use any portion of the Project for any business, commercial or non-residential purposes, nor for any other purpose that is inconsistent with the Project Documents. Such purposes including manufacturing, storage, vending, auctions, vehicle or equipment repair, entering into any lease or rental agreement under which the Condominium Unit would be occupied by numbers of persons in excess of the maximum occupancy permitted under applicable law, and transient occupancy of the Condominium Unit (such as hotel, inn, bed & breakfast, hostel, vacation rental, time -share or similar temporary lodging). Any lease or rental agreement for a term of fewer than thirty (30) days, and any lease or rental agreement pursuant to which the lessor provides any services normally associated with transient occupancy, shall be deemed to be for transient purposes and prohibited under this Declaration. All of the foregoing activities are prohibited whether they are engaged in full-time or part-time, whether they are for-profit or non-profit, and whether they are licensed or unlicensed.

4.29.2 E
xceptions . This Section shall not be interpreted to prohibit any of the following:
(a) The hiring of employees or contractors to provide M aintenance services that are consistent with the Project Documents; (b) Rental or leasing of a Condominium Unit to Declarant for use as a sales office, Model Unit or parking area for any period of time; (c) Exercise by Declarant and/or Land Banker of any rights reserved to them under this Declaration;
(d) Home-based business uses conducted solely within Condominium Units that are permitted by local ordinances or state statute, is compliant with all laws and regulations (including zoning, health and licensing requirements), no signage of the business is posted anywhere within the Condominium Unit, any building, or the Project, and such business uses are homogenous with the residential use of the Condominium Unit, and is free of adverse conditions to the residents of all other Condominium Units and the Project.
(e) The provision of in- home health care or assisted living services to any resident of the Condominium Unit;
(f) The provision of family home child care services as defined in California Health and Safety Code Section 1597.40, et seq., as may be amended, so long as such services comply with all applicable state and local laws including, without limitation, licensing, inspection and zoning requirements; 677

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(g) Small home -based service business that comply with all of the following:
(i) The operator of the business lives in the Condominium Unit on a permanent full-time basis;
(ii) When conducted within the Project, business activities take place solely inside the Condominium Unit;
(iii) The business does not generate in-person visits by suppliers or clientele;
(iv) The business complies with all laws, regulations and ordinances applicable to the Project including, but not limited to, zoning, health and licensing requirements;
(v) The business otherwise complies with the Declaration and is consistent with the residential character of the Project; (vi) The operator of the business posts no business -related signage anywhere on the any building, Parcel, Condominium Unit or anywhere in the Project;
(vii) There is no visible evidence in the Project of the business; (viii) The business does not generate noise or odors that are apparent outside the Condominium Unit; and
(ix) The business does not increase the Association’s liability or casualty insurance obligation or premium.
(h) Other activities that have been determined by governmental authorities to be consistent with the single -family residential uses in the Project including, for example, residential care facilities that are operated in accordance with California Health and Safety Code Section 1566.5, as may be amended.

4.30 Restrictions on Smoking. Owners of Condominiums, and their residents and guests are prohibited from smoking cigars, cigarettes, hookah, pipes or other lighted or heated tobacco, vapes, e-cigarettes, or any other device intended for inhalation in any manner or in any form in the interior of the Condominium Unit. In addition, unless the Association establishes a designated smoking area within Association Property, there shall be no smoking in any Association Property area.

4.31 S
igns and Flags. Subject to the provisions of California Civil Code Sections 4705 and 4710, the Association Rules and the City’s sign regulations, no signs or flags of any kind shall be displayed from view on or from any Parcel , Condominium Unit, Association Property or any portion of the Project without the approval of the Association, except as follows (subject to any Association Rules): (a) non-commercial signs or posters not to exceed nine (9) square feet in size 678

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may be displayed from a Condominium Unit ; (b) non-commercial flags or banners not to exceed fifteen (15) square feet in size may be displayed from a Condominium Unit ; (c) one sign of customary and reasonable dimensions, not to exceed four (4) feet in height and four (4) feet in width, advertising a Condominium Unit for sale, lease, rent or exchange may be displayed from a Condominium Unit; (d) such signs as may be used by Declarant or its assignees in connection with the Project and sale of Condominium Unit s; or (e) such other signs or notices as are required by law.

4.32 Solar Energy Systems . Declarant intends to install a Solar Energy System on the roof to serve each Condominium Unit. Owner and the solar company shall be solely responsible for Maintenance of the Solar Energy System . Declarant do es not warrant, promise, represent or guarantee that the Buildings or Condominium Units will be “solar-ready” for any particular type or manufacturer of Solar Energy Systems, or that it will be compatible for Solar Energy Systems in the future. Declarant shall not be responsible for any damage caused to or resulting from any Solar Energy System if installed by someone other than Declarant or authorized by Declarant. The Association will not be Maintaining any Solar Energy System installed on a Building. Each Owner of a Condominium Unit and the solar company shall be solely responsible for temporarily removing and reinstalling the Solar Energy System if the Association requires such removal to Maintain any portion of the Building, as set forth in Section

5.2.4 of this Declaration .

Notwithstanding, and in accordance with California Civil Code Sections 714 and 714.1 each Owner may install or use a S olar Energy System, as defined in California Civil Code Section 801.5, to serve his or her domestic needs, so long as (a) the design and location of the Solar Energy System meets the requirements of all applicable governmental ordinances, regulations, and the Conditions of Approval, and (b) the design and location receives the prior written approval of the ACC (or the Board, if the ACC does not exist). This Section, however, does not entitle any Owner to install a S olar Energy System on any Building or anywhere in the Project if such installation potentially threatens, impedes or impairs the Association's ability to Maintain any Building, Association Property, Association Maintenance Areas, or other areas that the Association is obligated to Maintain pursuant to this Declaration.

4.33 Solar Shade Restrictions. No Owner nor the Association shall allow a tree, shrub, structure or other Improvement to be placed or, if placed, to grow so as to cast a shadow in violation of the standards set forth in the Solar Shade Control Act (California Public Resources Code Section 25980, et seq.). The Owner or the Association, as circumstances warrant, shall bear the burden of calculating compliance of any such tree, shrub, structure or other Improvement with the provisions of California Public Resources Code Section 25982. The restrictions of this Section

4.33 do not
apply to the Buildings as may be originally constructed by Declarant, a tree, shrub, structure or other Improvement that had been growing or installed prior to the installation of a Solar Energy System or to the replacement of a tree, shrub, structure or other Improvement that had been growing or installed prior to the installation of a Solar Energy System and which, subsequent to the installation of the Solar Energy System, dies or is removed for reasons of public health or safety. Approval by the ACC of the installation of particular trees, shrubs, structures or other Improvements on a Parcel adjacent to a Solar Energy System or the installation of trees, shrubs, structures or other Improvements by the Association on Association Property adjacent to a Solar Energy System shall not be deemed to waive or alter the provisions of this Section 4.33, and the ACC shall not be liable to the Owner of the Solar Energy System for any such approval. 679

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4.34 Sound Transmissions and Attenuation. No Condominium Unit shall be altered in any manner that would increase sound transmissions, resonances or reverberations to any adjoining or adjacent Condominium Unit(s) including, but not limited to, replacement, modification or penetration of any flooring, floor covering, ceiling or wall, installation or recessed lighting, stereo speakers or the penetration of any floor, ceiling or wall the increases sound transmissi ons, resonances or reverberations to any other Condominium Unit . Unless installed by Declarant, Owners are sp ecifically prohibited from installing “built- in” speaker systems that penetrate ceilings and walls, and mounting any television or video screen to walls that are directly adjacent to another Condominium Unit. Any Alterations to the flooring and floor coverings (including hard surface or wood flooring in lieu of carpeting) and/or the installation of televisions, video screens, speakers or home theater systems in the interior of a Condominium Unit by an Owner (other than Declarant) requires approval from the ACC, as set forth in ARTICLE VI of this Declaration, and
the ACC shall not approve any such installation unless there is an appropriate level of acoustical separation designed and approved by a licensed engineer.

4.35 Sports Apparatus. No basketball standard, fixed sports apparatus, skateboard or bicycle ramps or similar equipment shall be attached to the exterior of any Building or erected, constructed or placed on any Association Property . The purpose of this restriction is to maintain uniformly high aesthetic standards, and to preserve the quiet enjoyment of the respective Condominium Units by the Owners thereof.

4.36 S
torage of Waste Materials . Trash, recycling and organic waste will be disposed of in shared bins in covered trash enclosures in two (2) locations within the Project (collectively, the “Community Trash Areas”). Condominium Units will not have their own separate waste bins.

Each resident/occupant of the Project shall be required to take their trash, recycling and “organic” waste to the Community Trash Areas. Each Community Trash Area will have an area for bulky item pick-up. The costs of the collection of trash, recycling and organic waste will be incurred by the Association and charged to Owners as part of their Regular Assessments. No rubbish, trash, garbage or other waste material shall be kept or permitted in any Condominium Unit except in appropriate sanitary containers, and shall be regularly removed from the Condominium Unit .

Storage piles shall not be kept in EUA, and there shall be no unenclosed storage anywhere within the Project. Owners of Condominium Units are strictly prohibited from using attic spaces for storage of personal property or any materials, and access to attic spaces from within the Condominium Unit shall be kept clear.

4.37 S
tructural Integrity . Nothing shall be done in or on any Parcel, Building, or Condominium Unit by an Owner that will impair the structural integrity of any Parcel , Condominium Unit, Building or any other structure or Improvement.

4.38 S ub- metering for Water . Each Condominium Unit will have installed a domestic water sub-meter. The Association shall allocate to each Owner of a Condominium the costs of water usage provided to the Owner’s Condominium Unit. The allocation for each Condominium shall be determined by actual usage, based on sub- meter readings for each Condominium Uni t, and shall be billed to each Owner at the same rate that the Association pays for water services.

The amount of the water surcharge assessment shall include any service charge imposed by any company retained by the Association to perform the sub- meter readings or billings. The amount of the water surcharge assessment shall be billed to the Owner either directly by the Association 680

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or by a company retained by the Association to perform the sub- meter readings, determine the appropriate charges or collect the water surcharge assessments on the Association’s behalf. The total amount of all water surcharge assessments may not exceed the total amount of the water charges actually paid by the Association plus the service charges paid for by the Association to read the sub -meters, determine the water surcharge assessments and bill the water surcharge assessments. Water surcharge assessments are “Assessments” and are payable and enforceable in the same manner as Regular Assessments are payable and enforceable under ARTICLE IX of the Declaration.

4.39 Use and Occupancy . Except as may be allowed by local ordinance, no Parcel, Condominium Unit or EUA, or any portion thereof, shall be occupied and used except for single family residential purposes by the Owners, their contract purchasers, lessees, tenants, or social guests. No trade, retail business or commercial activity shall be carried on or conducted within any Parcel, Condominium Unit or Association Property, except that Declarant, its successors or assigns, may use any Parcel, Condominium Unit or Association Property in the Project owned by Declarant for a Model Unit and display and sales office during construction and until the last Condominium is sold by Declarant. The provisions of this Section shall not prohibit home offices so long as they are merely incidental to the use of the Condominium Unit as a dwelling, are permitted by local law, are conducted in such a manner as to not adversely affect other Owner ’s use and enjoyment of the Project, and have received prior written approval of the Board.

4.40 V
iew Obstructions. Each Owner, by accepting title to a Condominium Unit , hereby acknowledges that (a) there are no protected views within the Project, and no Condominium Unit is assured the existence or unobstructed continuation of any particular view or any particular source of natural light, and (b) any construction, landscaping, or other installation of improvements by Declarant or other Owners may impair the view from any Condominium Unit. The Owners hereby consent to such impairment of views or sources of natural light.

4.41 W
indow Coverings . The interiors of windows shall be covered by drapes, shades, shutters or other window coverings and shall not be painted or covered by foil, cardboard or other similar material. Any drapes or other window covering installed in compliance with the Design Guidelines may remain for the useful life thereof. All window coverings must be installed on all windows visible from the streets serving the Project within ninety (90) days after conveyance of title to the Condominium Unit by Declarant, unless the Design Guidelines provide otherwise. In addition, exterior window coverings such as safety/security bars, awnings, screens or shutters will not be allowed to be installed. All window coverings visible from other Condominium Unit s or Association Property shall be of a material, design and color which, in the opinion of the Board or ACC, is compatible with the exterior design and coloration of adjacent portions of the Project, including other Condominium Units.

ARTICLE V

M

AINTENANCE OBLIGATIONS

5.1 Maintenance of Association Property. The Association shall Maintain or provide for the Maintenance of all Association Property and Improvements thereon. The Association shall keep all Association Property and Improvements thereon in good condition and repair, and provide 681

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for all necessary services and cause all acts to be done which may be necessary or proper to assure the Maintenance of the Association Property in first class condition. The Association is prohibited from relinquishing its obligation to Maintain the Association Property without the prior written consent of the City. A general, non -exclusive list allocating Maintenance responsibility of the Association is identified on Exhibit B, attached hereto and incorporated herein by reference. The Association's Maintenance Obligations shall include, but not be limited to, the following.

5.1.1 Private streets, alleys, and sidewalks within the Project, and private street signs and approved access gates. All paved areas shall be Maintained clean and free of oil stains and pressure washed as needed to Maintain the areas in a clean and orderly manner.

5.1.2 Private sewer, private storm drain Improvements.

5.1.3 The Buildings including, but not limited to, roofs, gutters, siding, foundations, and railings on Balcony, Patio and Porch surfaces (but excluding the exteriors of windows, sliding glass doors and other glass surfaces, and HVAC).

5.1.4 Compliance with the WQMP including all drainage devices. BMPs shall be incorporated to effectively prevent the entry of pollutants into storm water runoff. The Association shall be responsible for complying with the WQMP. The basins or swales and media filters located within the Association Property shall be Maintained to ensure the stormwater treatment measures do not impair the usability of said Association Property

5.1.5 Any and all pipes, lines, ducts and other equipment located within the UCEs, but excluding therefrom any Utilities EUA.

5.1.6 The Offsite Maintenance Areas , as defined in Section 2.11 herein, which Maintenance shall include (a) normal care and irrigation; (b) repair and replacement of plant materials (including interior and street trees); (c) irrigation systems, as necessary; and (d) general clean-up of the landscaped and open areas.

5.1.7 Restoring any special surface Improvements (other than asphalt paving) within any right-of-way, public utility easement or City easement area including, but not limited to, colored concrete, bricks, pavers, stamped concrete, walls, decorative hardscape, or landscaping that beco mes damaged during any excavation, repair or replacement of City-owned water facilities.

5.1.8 The private storm drain system, private sanitary sewer system , electric power service, meters, and asphalt paved area located within the Association Property and through Parcels up to the meters, splice boxes, or other connections that will exclusively serve a Condominium Unit, with the exception of items and services provided by the City.

5.1.9 All private water mains, lines, pipes and associated Improvements up to the meter serving each Condominium Unit.

5.1.10 All Improvements in Association Property located within private storm drainage easements, as shown on the Map, and removal of blockages so long as the blockage is in the Association Property.
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5.1.11 Maintain all private street lights, alleys, drive aisles, approved access gates, open parking striping and markings, and identifying devices or signs for guest and disabled access spaces.

5.1.12 The Association shall not be liable to any Owner or resident for any damage claimed to have been suffered or incurred to any landscape Improvements installed by an Owner or resident in the areas to be Maintained by the Association therein.

5.2 Maintenance of Exclusive Use Areas . To the extent that any Owner fails to Maintain the Exclusive Use Areas as set forth herein, or if any recoating, resurfacing, repairs to the coatings/surfaces or enclosures, structural repair and/or replacement work is necessitated by the willful or negligent acts of the Owner, his/her family, guests or invitees, the costs of such special restoration or repairs shall be chargeable to the Owner as a Reimbursement Assessment for said costs, as provided in
ARTICLE IX.

5.2.1 Balcony. Owners of Condominium Units shall perform cosmetic Maintenance, upkeep, cleaning and sweeping (as needed) to the surfaces , flooring and railings or walls enclosing the Balcony appurtenant to his/her Condominium Unit. Balcony areas shall be kept free and clear of any unnecessary debris and Maintained in an orderly fashion at all times. The Association shall be responsible for structural repair and/or replacement of the Balcony.

5.2.2 P
atios . Owners shall be solely responsible for the cosmetic Maintenance (including cleaning and sweeping as needed) of the Patio including the walls and gates enclosing the Patio appurtenant to his/her Condominium Unit, as applicable. .

5.2.3 P orches . Owners shall be solely responsible for the cosmetic Maintenance (including cleaning and sweeping as needed) , of the Porch appurtenant to his/her Condominium Unit.

5.2.4 S olar Energy Systems. Owners shall be solely responsible for the Maintenance of the Solar Energy System serving his/her Condominium Unit. Any Maintenance, repair, replacement or inspection of a Solar Energy System (collectively, “Solar Work”) shall be in compliance with this Section:
(a) S
olar Contractors. Any Solar Work shall be performed by an actively California -licensed, bonded and adequately insured contractor who is trained and certified to perform the Solar Work (“ Solar Contractor”) and shall, at all times while performing any Solar Work, maintain insurance as may be required by the Association Rules. The Association shall have the right to impose additional requirements on a Solar Contractor in order to assure that any Solar Work will be performed in a safe manner and in compliance with all applicable laws. (b) L
iens . No Owner shall permit or allow to be enforced against the Association, Association Property or any Condominium Unit not owned by Owner, any mechanics’, materialmen’s, contractors’ or subcontractors’ liens, claims or demands arising from the activities o f Owner or his/her agents within the Project, or any portion thereof.
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(c) Fixture Filings . Any fixture filings made by an Owner’s Solar Contractor shall be recorded against such Owner’s Condominium Unit, and shall not encumber any other Condominium Unit, any Association Property or any portion of the Project.
(d) A
ssociation Roof Work. Owner agrees that performance of any Solar Work shall not interfere with the Association’s Maintenance of the roof on or any portion of the Building (“Building Work”). If the Association has to perform Building Work, Owners shall cooperate with the Association in the removal of the Solar Energy Systems in accordance with the Association Rules. Temporary removal of a Solar Energy System shall be subject to any agree ment between the Owner and solar provider, provided, however, that t he Association shall have the right to require an Owner to remove a Solar Energy System at the Owner’s sole cost and expense or the Association (at its sole and absolute discretion) shall have the right to remove the Solar Energy System and to charge the i ndividual Owner whose Solar Energy System is removed for the costs and expenses associated with such removal and replacement as a Reimbursement Assessment. (e) O
wner Responsibility for Damage . Each Owner assumes full responsibility for any damage resulting to persons or property, to any portion of Association Property, such Owner’s Condominium Unit or any other Condominium Units in any Building, the roof of or any other portion of the applicable Building or property owned by the Association or other persons caused by the Solar Work including, without limitation, damage to the structural integrity, water-tight properties, durability, load capacity, roof Maintenanc e expenses or useful life of the roof of the Building. The applicable Owner is liable for any personal injury or damage occurring to the roof or any other portion of the applicable Building or any other Association Property arising from or related to any Solar Work caused, authorized or otherwise permitted by such Owner. (f) I
nterruption of Service. Owner agrees that the Association shall not be liable for any interruption in service or for interference with the operation and function of the Solar Energy System when the Association Maintains the roof or other portions of the applicable Building.
(g) I
ndemnification . Each Owner consents and agrees to indemnify, protect, defend and hold the Association and all other Owners of Condominiums in the Project, and their respective successors and assigns, and its officers, directors, successors and assigns, the property management company for the Association entirely free and harmless from and against any and all claims, costs, expenses, liabilities, actions and damages including, without limitation, attorney’s fees and costs and costs of enforcing this indemnification (collectively, “ Solar Claims ”) arising from or attributable to any acts or omissions of such Owner, the Solar Contractor, or any of their respective heirs, personal representatives, successors, assigns, officers, agents, employees, subcontractors, or material suppliers arising out of or based upon any Solar Work. This indemnity does not include any Solar 684

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Claims to the extent they arise out of the gross negligence or willful misconduct of the Association or any other Owner.

5.2.5 Utilities. Owners shall be solely responsible for the Maintenance and working condition of the Utilities EUA that serves his/her/their Condominium Unit. Such Maintenance shall include, but not be limited to, the platform upon which HVAC equipment sits (but excluding any landscaping used for screening the HVAC which landscaping shall be Maintained by the Association) , fire sprinkler system, water, and plumbing and electrical lines, pipes, conduits, etc., no matter where located, including the walls.

5.3 M
aintenance of Condominium Units. Except as otherwise set forth in Declaration and in addition to other provisions herein, each Owner shall be responsible to Maintain Improvements as set forth in this Section . A general, non- exclusive list allocating maintenance responsibilities of Owners for certain components and areas of the Condominium Unit s are identified on Exhibit B, attached hereto and incorporated herein by reference.

5.3.1 C
ondominium Unit s. Each Owner shall Maintain the interior surfaces of his/her Condominium Unit in good condition and repair, including, but not limited to, the following:
(a) All fixtures, appliances, appurtenances and fireplaces, if any; (b) Maintain, paint, paper, panel, plaster, tile and finish the interior surfaces of the ceilings, floors, and the perimeter walls of the Condominium Unit, and the bearing walls within the Condominium Unit;
(c) Repair, paint, finish, alter, substitute, add or remove any fixtures and utility connections attached to ceilings, floor or walls, including fireplaces, toilets, showers, bathtubs, sinks, kitchen appliances, lighting and plumbing fixtures, telephone facilities, doors and windows within the Condominium Unit; (d) Maintenance of the interior plumbing of the Condominium Unit up to and including the cleanout serving the Condominium Unit; (e) Maintain the interiors and exteriors of any skylights, windows, sliding glass doors, and other glass surfaces of the Condominium Unit; and (f) Maintain doors, hardware, locks and screens covering doors and windows of the Condominium Unit, and garage doors.

5.3.2 Failure of Owner to Maintain. If an Owner fails to Maintain his/her Condominium Unit and other Improvements , as provided herein, in a manner which the Board reasonably deems necessary to preserve the safety, appearance and/or value of the Project, the Board may notify the Owner of the work required and request that it be done within a reasonable and specific pe riod. If the Owner fails to perform such Maintenance within said period, the Board shall, subject to the notice and hearing requirements set forth in the Bylaws, have the right to enter the Condominium Unit to cause such Maintenance 685

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work to be performed. The costs of any such Maintenance shall be charged as a Reimbursement Assessment to the Owner as provided in ARTICLE IX hereof.

Notwithstanding the foregoing, in the event of an emergency arising of the failure of an Owner to Maintain his/her Condominium Unit, the Board shall have the right, through its agents and employees, to immediately enter the Condominium Unit to abate the emergency and individually charge the cost thereof to such Owner.

5.4 Maintenance of Walls . The Association shall Maintain all perimeter wall s and fences surrounding the Project, fencing and walls surrounding Association amenities, if any, and any walls or fences separating Condominium Units from Association Property.

5.5 M
aintenance of Fire Sprinkler System . Each Owner shall be solely responsible for the Maintenance and operating condition of the fire sprinkler system (including the lines, pipes and conduits within the Fire System Easement), the fire sprinkler heads, smoke detectors and other life safety systems within the Condominium Unit. The Association shall have a discretionary right to enter and inspect each Condominium Unit to determine that each Owner is fulfilling its obligation to Maintain the fire sprinkler system that serves the Condominium Unit, and to compel compliance if an Owner has failed to properly Maintain the fire sprinkler system.

5.6 M
aintenance of Drainage Systems. The Association shall be required to comply with and fulfill all requirements, obligations, duties and standards set forth in the WQMP approved by the City for the long- term management, maintenance and operation of the BMPs and storm water improvements applicable to the Project so as to preserve and keep in good working condition the storm water systems throughout the Project.

5.7 T ermite and Wood Destroying Pests Eradication. If determined by the Board to be economically feasible, the Association shall adopt an inspection and prevention program for the prevention and eradication of infestation by wood- destroying pests and organisms for Condominiums in the Project. If the Association adopts such a program, the Association, on no less than fifteen (15) nor more than thirty (30) days’ notice, may require each Owner and occupants to vacate the Condominium Unit to accommodate the Association’s efforts to eradicate suc h infestation. The notice must state the reason for the temporary relocation, the date and time of the commencement of the treatment, the anticipated date and time when the treatment will be completed, that the occupants will be responsible for arranging and paying for their own accommodations during the temporary relocation, and that the Association shall not be responsible for any costs associated with the temporary relocation. Any damage caused to a Condominium Unit by such entry by the Association shall be repaired by the Association. All costs associated with the inspection and preventative program and the repair and replacement of Association Property and Improvements thereon in exercising the rights set forth in this Section may be charged as a Special Assessment.

5.8 E
nforcement of Maintenance Obligations. If any Maintenance work identified in this ARTICLE V (including blockage of private sewer lines) is necessitated by the acts and/or omissions of the Owner, his/her family, guests or invitees, regardless if said acts and/or omissions were willful or negligent, the costs of such special restoration or repairs shall be chargeable to the Owner as a Reimbursement Assessment as provided in ARTICLE IX. 686

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5.9 Utility Bills. Payment of any utility (e.g., water, electricity) bills for Association Property and Association Maintenance Areas are the obligation of the Association.

5.10 O ther Association Obligations. The Association shall contract with a professional management firm to handle Maintenance operations.

5.11 I nspection and Maintenance Guidelines. The Association and each Owner shall adopt and comply with the inspection and Maintenance guidelines for all Improvements as set forth in the WQMP (including, but not limited to, Parcel s, Condominium Units and Association Property, etc.) for the periodic inspection and Maintenance of the Association Property Improvements and any other Improvements that the Association is obligated to Maintain. The Association’s inspection and Maintenance guidelines shall include a plan for litter control, street sweeping and cleaning of all storm drain inlets.

ARTICLE VI

ARCH

ITECTURAL REVIEW AND APPROVAL PROCEDURES

6.1 Formation and Composition of ACC. The ACC shall be formed and shall consist of at least three (3) but no more than five (5) Members. Until the first anniversary of the issuance of the Final Public Report for the first Phase of the Project, Declarant may appoint all of the original members and any replacements of the ACC. After the first anniversary of the issuance of the Final Public Report for Phase 1 of the Project, the Board shall have the power to appoint at least one member to the ACC. Declarant shall have the power to appoint a majority of the members of the ACC until ninety percent (90%) of all Condominium Units in the Project have been sold or until the fifth (5
th) anniversary of the issuance of the Final Public Report for the first Phase of the Project, whichever occurs first. Upon the sale of ninety percent (90%) of all Condominium Units in the Project or the fifth (5
th) anniversary date of the original issuance of the Final Public Report, whichever occurs first, the Board shall have the power to appoint all of the members of the ACC.

In the event of death or resignation of any member of the ACC, the successor shall be a ppointed by the person, entity or group which appointed such member until Declarant no longer has the right to appoint any members to the ACC, and thereafter the Board shall have the full authority to designate such a successor. The members of the ACC shal l not be entitled to any compensation for services performed pursuant hereto.

6.2 D
uties of the ACC. The ACC shall review and approve, conditionally approve, or deny all plans, submittals, applications and requests made or tendered to it by Owners or their agents for any Alterations, pursuant to the provisions of this Declaration. In connection therewith, the ACC may investigate and consider the architecture, design, layout, landscaping, energy conservation measures, water conservation measures, fence detail, and other features of the proposed Alteration, modification or Improvement. With the consent of the Board, the ACC may hire and the Association shall pay consulting architects, landscape architects, urban designers, engineers, inspectors, and/or attorneys in order to advise and assist the ACC in performing its duties, the costs of which may be passed on to the Owner submitting an application to the ACC for approval.
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6.3 Design Guidelines. The Design Guidelines shall interpret and implement the provisions of this Declaration by setting forth the standards and procedures for architectural materials, landscaping, fences, and similar features which may be used in the Project; provided, however, that the Design Guidelines shall not be in derogation of the minimum standards established by this Declaration. The Design Guidelines may include a schedule of fees for processing submittals (which shall not exceed the amount necessary to defray all costs incurred by the ACC in processing the submittals) and establish the time and manner in which such fees shall be paid. The Design Guidelines shall constitute Association Rules.

6.4 S
ubmission of Plans . No Alterations, B uilding, fence, wall, obstruction, screen, window, awning, landscape change or structure of any kind shall be commenced, erected or Maintained upon the Condominium Unit by any Owner(s), including Alterations to facilitate access for persons who are blind, visually handicapped, deaf or physically disabled, nor shall any Alterations or modification of Declarant-installed Improvements by any Owner(s) of any kind be made to the exterior thereto until the same has been approved in writing by the ACC. Plans and specifications showing the nature, kind, shape, color, size, materials and location of such Improvements, Alterations, etc., shall be submitted to the ACC for approval as to quality of workmanship and design and harmony of external design with existing structures, and as to location in relation to surrounding structures, topography, and finish grade elevation. No Owner shall construct or place, and the ACC shall not approve, any building, fence, wall, obstruction, screen, window, awning, landscaping or structure of any kind that blocks or materially interferes with the views from any other Owner ’s Condominium Unit. Owners are prohibited from installing, constructing, altering or modifying the exteriors of Parcel s and/or the Condominium Units without the express written approval of the ACC and the Board. All proposed Alterations contained in this
ARTICLE VI shall meet the Design Guidelines, and the Conditions of Approval of the City.

6.5 Basis for Review . The ACC may approve the proposal or application only if the ACC finds that (a) the plans and specifications conform to this Declaration and to the Design Guidelines in effect at the time the proposal was submitted, and (b) the proposed Alteration, modification or addition will be consistent with the standards of the Project and the provisions of this Declaration as to harmony of exterior design, visibility with respect to existing structures and environment, and location with respect to topography and finished grade elevation.

6.6 F
orm of Approvals, Conditional Approvals and Denials. All approvals, conditional approvals and denials shall be in writing. Any denial must state the reasons for the decision. The failure of the majority of the ACC to act within sixty (60) days after the plans have been submitted to it shall constitute approval.

6.7 R
econsideration of Denial of Application. If the ACC denies an application for Alterations, modifications, etc., to a Condominium Unit, the decision may be appealed to the Board of Directors for reconsideration, unless the denial was made by the Board exercising the duties of the ACC, as set forth in Section

6.2, above, in which case, there shall be no right to reconsideration of the denial. An appeal by an Owner whose application was denied by the ACC shall follow the procedures set forth below:
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(a) The appeal shall be in writing and must identify the grounds upon which the appeal or reconsideration is made to the Board.

(b) The appeal shall be delivered ( pursuant to California Civil Code Section 4035) to the Board within sixty (60) days after the date of the ACC’s written notice to the Owner denying the proposed Alterations, modifications, etc.

(c) The Board shall schedule a meeting within forty-five (45) days of receipt of the written appeal to allow the Owner an opportunity to be heard on his/her request for reconsideration, unless the parties mutually agree to a date beyond or less than the forty - five (45) day period.

(d) Unless expressly requested by an Owner, the meeting with the Board concerning the appeal of the ACC’s decision shall not be held in executive session.

(e) The Board shall issue its decision in writing to the Owner within thirty (30) days after the date of the meeting, and said written decision shall be delivered in any manner allowed by California Civil Code Section 4040.

(f) The Board’s decision on appeal shall be final, and not subject to further reconsideration by the Board.

6.8 Proceeding with and Completion of Work. Upon approval of the ACC, the Owner shall diligently proceed with commencement and completion of all work so approved. Work must be commenced within one (1) year from the date of approval. All work approved by the ACC must be completed within eighteen (18) months from the date of approval. If the Owner fails to comply with the provisions of this Section, the approval given shall be deemed revoked unless the ACC extends the time for commencement. Any request for an extension, and decision, shall be in writing. No extension shall be granted unless the ACC finds that there has been a material change in the circumstances under which the original approval was granted, or completion is impossible, or would result in great hardship to the Owner due to strikes, fires, national emergencies, natural calamities or other supervening forces beyond the Owner’s control.

6.9 C
ompliance with Approval. If the ACC determines that an Owner has not constructed the Alterations or Improvements consistent with the specifications of the approval granted or within the time permitted for completion and if the Owner fails to remedy such non- compliance in accordance with the directives or orders of the ACC, the Board shall provide Notice and Hearing, pursuant to the Bylaws, to consider the Owner ’s continuing non-compliance. If the Board finds that there is no valid reason for the continuing non-compliance, the Owner shall have forty-five (45) days from the date of the Board’ s decision to remedy or remove the non- compliance. If the Owner fails to comply with the Board’ s directive or order, the Board, in its discretion, may either remove the non -complying Improvement or Alteration, remedy the non - compliance, or compel compliance pursuant Section

10.2 of this Declaration. The costs of such
action shall be assessed against the Owner as a Reimbursement Assessment.

6.10 Compliance with Governmental Agency Procedures . Each Owner who seeks approval for Alterations shall first obtain written approval from the ACC prior to any approvals, 689

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permits, etc., required by the City, County or any other governmental agency for permission to permitting the start grading, demolition, construction, landscaping and/or any other work. In addition, to the extent that any Alterations (including any Alterations proposed to be made by the Association) constitute major modifications to the City -approved project plans shall be reviewed and approved by the Planning Commission as part of a modification to the approved plans.

6.11 Waiver. Approval or conditional approval of any plans, drawings or specifications for any Alterations proposed, or for any other matter requiring approval shall not be deemed to constitute a waiver of any right to deny approval of any similar plan, drawing, specification or matter subsequently submitted for approval.

6.12 N
o Liability . Neither Declarant, the Association, the Board or the ACC nor the members or designated representatives thereof shall be liable for damages to anyone submitting plans and specifications to them for approval, or to any Owner of property affected by this Declaration by reason of mistake in judgment, negligence, or nonfeasance arising out of or in connection with the approval or disapproval or failure to approve or disapprove any such plans or specifications for Alterations, or for any defect, whether in design or construction, in any structure constructed from such plans and specifications. Neither the Declarant, Association, Board or ACC nor any member or representative thereof, shall be responsible for reviewing or approving any plans with respect to the adequacy of engineering design. Every person who submits plans or specifications to the ACC for approval agrees, by submission of such plans or specifications, and every Owner of said property agrees that he or she will not bring any action, suit or claim against Declarant, Association, Board or the ACC or any members or designated representatives thereof with respect to any matters for which such persons or entities are relieved of liability pursuant to this Section.

ARTICLE VII

AS

SOCIATION ADMINISTRATION, MEMBERSHIP AND VOTING

7.1 Association to Manage Project. The management of the Project shall be vested in the Association in accordance with the Project Documents, and all applicable laws, regulations and ordinances of any governmental or quasi -governmental body or agency having jurisdiction over the Project.

7.2 M
embership . Each Owner shall be a Member of the Association, and shall remain a Member thereof until such time as ownership ceases for any reason, at which time such membership in the Association shall automatically cease.

7.3 T
ransferred Membership . Membership in the Association shall not be transferred, pledged, or alienated in any way, except upon the sale or encumbrance of the Condominium Unit to which it is appurtenant, and then only to the purchaser, in the case of a sale, or Mortgagee, in the case of an encumbrance of such Condominium Unit. A Mortgagee does not have membership rights until it becomes an Owner by foreclosure or deed in lieu thereof. Any attempt to make a prohibited transfer is void. Any person or entity acquiring fee title or equitable title to a Condominium Unit, whether by reason of a deed from the Owner or through a foreclosure, shall 690

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within fifteen (15) days of acquiring such title inform the Association in writing of the date such title transferred and the name or names in which title is held.

7.4 Voting. Any action required by law or by the Project Documents to be approved by the Owners, the Members or each class of Members, shall be approved, if at all, in accordance with the procedures set forth in the Bylaws and any Association Rules.

7.5 P
roxies . For all matters required by law or the Project Documents in which Members are required to vote, including, but not limited to, those matters set forth in California Civil Code Section 5105, and except as specifically allowed by law or a court of law, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary before the appointed time of each meeting. Except for an irrevocable proxy permitted by California Corporations Code Section 7613(d), every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Condominium, as applicable, or upon receipt of notice by the Secretary of the Board of the death or judicially declared incompetence of such Member prior to the counting of the vote. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy, except that the maximum term of any proxy, other than an irrevocable proxy permitted by California Corporations Code Section 7613(d), shall be three (3) years from the date of execution. Any form of proxy or written ballot distributed by any person to the Membership of the Association shall afford the opportunity to specify a choice between approval and disapproval of each matter or group of matters to be acted upon, except it shall not be mandatory that a candidate for election to the Board be named in the proxy or written ballot. The proxy or written ballot shall provide that, where the Member specifies a choice, the vote shall be cast in accordance with that choice. The proxy shall also identify the person or persons authorized to exercise the proxy and the length of time it will be valid. Except as specifically allowed by law or a court of law, proxies shall not be allowed, counted towards, or recognized by the Association in any election for establishing a Quorum.

7.6 C
lasses of Membership and Voting. The Association shall have two (2) classes of voting Members:

7.6.1 C lass A . Class A Members shall be all Owners except Declarant and Land Banker, and shall be entitled to one (1) vote for each Condominium Unit owned, as applicable. When more than one person or entity owns a Condominium Unit, all such persons and entities shall be Members and the vote for such Condominium Unit shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Condominium Unit.

7.6.2 C
lass B . The Class B Member shall be the Declarant and shall be entitled to cast three (3) votes for each Condominium Unit it and Land Banker owns and is paying the Assessments levied by the Association. This voting right shall cease and Declarant shall automatically become a Class A Member entitled to cast one (1) vote for each Condominium Unit it owns and is paying the Assessments levied by the Association upon the first to occur of the following events:
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(a) The second (2nd) anniversary of the first close of escrow for the sale of a Condominium Unit pursuant to the original issuance by the D RE of the most recently issued Final Public Report for a Phase of the Project; or (b) The fourth (4th) anniversary of the first close of escrow for the sale of a Condominium Unit pursuant to the original issuance by the D RE of the Final Public Report for the first Phase of the Project.

For so long as Land Banker owns any portion of the Project subject to this Declaration, Declarant shall not convert Class B Membership to Class A Membership prior to the time set forth in this Section 7.6.2

7.7 Special Voting Rights of Class A Members for Election of Directors. So long as the Declarant shall be entitled to exercise the Class B voting right to elect a majority of the members of the Board of Directors of the Association, as provided above, the Class A Members shall be entitled to solely elect at least twenty percent (20%) of the members of the Board.

7.8 C
ommencement of Voting Rights. Voting rights attributable to Condominium Units shall not vest until Assessments against those Condominium Unit s have been levied by the Association. The power to cast a particular Member’s vote may be exercised by the Member’s conservator, guardian, the parent(s) entitled to custody of a Member if the Member is a minor, or the executor or administrator of a deceas ed Member’s estate if the Member’s interest in the Condominium Unit is subject to estate administration.

7.9 A
ction Without Meeting . Any action which may be taken by the vote of Members at a regular or special meeting (except those matters set forth in California Civil Code Section 5100 may be taken without a meeting if done in compliance with California Corporations Code Section 7513. If an action is taken without a meeting, the Board shall distribute a written ballot to every Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of such proposal, and provide a reasonable time within which to return the ballot to the Association. All such written ballots shall be filed with the Secretary of the Association and maintained in the Association’s records. Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

7.10 S
ecret Ballot Voting . All voting on matters specified in California Civil Code Section 5100 shall be done by secret ballot and be in compliance with the Association Rules for elections and any and all other statutory provisions.

7.11 C
onduct of Members Meetings. Meetings of the membership of the Association shall be conducted in accordance with the provisions of California Civil Code Sections 4900, et seq., and 5000, including the ability to conduct virtual Membership meetings, as may be allowed by California Civil Code Section 4926.
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ARTICLE VIII

POWERS, DUTIES AND LIMITATIONS OF THE ASSOCIATION

8.1 Powers and Duties of Association. In addition to the powers and duties enumerated in its Articles and Bylaws or elsewhere provided for herein, and without limiting the generality thereof, the Association and the Board shall have the following powers and duties:

8.1.1 Delegation of Powers . To delegate all powers to committees, officers or employees of the Association as expressly authorized by the Project Documents.

8.1.2 M anaging Agent. To employ a managing agent and to contract with independent contractors to perform all or any part of the duties and responsibilities of the Association, provided that any contract with a firm or person appointed as a managing agent or any other contract providing for services of the Declarant, developer, sponsor or builder shall not exceed a one (1) year term renewable by the parties for successive one year periods and shall provide for the right of the Association to terminate the same at the first annual meeting of the Members of the Association, to terminate the same for cause on thirty (30) days written notice, and either party may terminate without cause and without payment of a termination fee on sixty (60) days written notice.

8.1.3 M
aintenance. To Maintain the Project as required by the provisions of this Declaration.

8.1.4 S upervision. To supervise all officers, agents and employees of the Association and see that their duties are properly performed.

8.1.5 A ssessments, Liens, and Fines. To levy and collect Assessments and as provided in the Project Documents, impose fines or take disciplinary action against an Owner for failure to pay Assessments or for violation of any provision of the Project Documents. Penalties may include, but are not limited to: fines, temporary suspension of voting rights or rights to use of the facilities on the Association Property , or other appropriate discipline for failure to comply with the Project Documents, provided that the accused Member is given notice and the opportunity to be heard by the Board with respect to the alleged violations before a decision to impose discipline is reached. Such notice and hearing procedures shall satisfy the minimum requirements of California Cor porations Code Section 7341, which are set forth in Article XIII of the Bylaws.

8.1.6 E
nforcement of Project Documents. To enforce applicable provisions of the Project Documents for the ownership, management and control of the Project.

8.1.7 A doption of Association Rules. To adopt, amend and repeal reasonable rules consistent with this Declaration relating to the use of Association Property and all facilities thereon, and the conduct of Owners and their tenants and guests with respect to the Project and other Owners, in compliance with California Civil Code Section 4340, et seq. A copy of the Association Rules as adopted, amended or repealed shall be mailed or otherwise delivered to each Owner and a copy shall be posted in a conspicuous place within 693

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the Association Property. Any modifications, changes, or repeal of the Association, Rules shall follow these procedures:
(a) The Board shall provide written notice to its Members not less than thirty (30) days prior to making the rule change. The written notice shall include the text of the proposed rule change (or deletion, as the circumstances may warrant), and a description of the purpose and effect of the change. The written notice is not required if the Board determines that an immediate rule change is necessary to address an imminent threat to public safety or imminent risk of substantial economic loss.
(b) The decision on the proposed rule change shall be made at a meeting of the Board after consideration of any comments made by Members. (c) Not more than fifteen (15) days after making the rule change, the Board shall deliver the modifications, changes or repeal of Association Rules to every Member in the manner allowed by California Civil Code Section 4045, unless the rule change was made on an emergency basis and in such an emergency basis the notice shall include the text of the change, a description of the purpose and effect of the rule change, and that the emergency rule change shall be in effect for not more than one hundred twenty (120) days.

8.1.8 Records. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by five percent (5%) or more of the total voting power of the Association; keep adequate and correct books and records of account, minutes of proceedings of its Members, Board and committees, and a record of its Members giving their names and addresses and classes of membership.

8.1.9 W
ater and Other Utilities . To acquire, provide and pay for water, sewer, garbage disposal, refuse and rubbish collection, electrical, telephone, and other utility services as necessary for the Association Property and other areas of the Project Maintained by the Association pursuant to this Declaration.

8.1.10 G
ranting of Easements . To grant easements where necessary for utilities and sewer facilities over the Association Property to serve the Association Property, Association Maintenance Areas, Parcels and Condominium Units.

8.1.11 E xercise of Easements . To exercise all easement rights as granted to it in this Declaration for the purpose of performing the Maintenance authorized herein or for any other purpose reasonably related to the performance by the Association or the Board of their responsibilities, the Association’s agents or employees.

8.1.12 C
ontracts . To contract for goods and/or services for the Association Property facilities and interests, for other areas of the Project that is Maintained by the Association, or for the Association, subject to limitations elsewhere set forth in the Project Documents.
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8.1.13 Limit Number of Guests . To limit the number of an Owner ’s guests who may use any facilities on the Association Property and/or Association Maintenance Areas.

8.1.14 T itle to Association Property. To accept title to the Association Property conveyed to it by Declarant.

8.1.15 A cquisition of Property. To acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, Maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association.

8.1.16 B
udgets . To prepare budgets and financial statements for the Association as prescribed in this Declaration.

8.1.17 L egal and Accounting. To obtain and pay the cost of legal, accounting and other professional services necessary or proper for the Maintenance and operation of the Project and the enforcement of the Project Documents.

8.1.18 E
mergency Repairs . To enter upon any Condominium Unit as necessary in connection with construction, M aintenance or emergency repair for the benefit of the Association Property or the Owners in common.

8.1.19 E lection of the Board of Directors. To elect the Members of the Board.

8.1.20 Filling Vacancies. To fill vacancies on the Board created by the removal or resignation of a Board Member.

8.2 P roperty Taxes and Assessments. Each Owner shall be obligated to pay any taxes or assessments levied by the County Assessor against his/her Condominium Unit and personal property. To the extent not assessed to or paid directly by the Owners, the Association shall pay all real and personal property taxes and assessments levied upon any portion of the Association Property or other property owned by the Association. The Association shall prepare and file annual tax returns with the federal government and the State of California and make such elections as may be necessary to reduce or eliminate the tax liability of the Association.

8.3 D
ischarge of Liens . The Association shall discharge by payment, if necessary, any lien against the Association Property, and assess the cost thereof to the Owners responsible for the existence of said lien.

8.4 P
ayment of Expenses. The Association shall pay all expenses and obligations incurred by the Association in the conduct of its business including, without limitation, all licenses, taxes or governmental charges levied or imposed against the property of the Association.

8.5 D
ispute Resolution. In any dispute in which the Association is a party, the Association may perform any act reasonably necessary to resolve any such civil claim or action through dispute resolution proceedings found in ARTICLE XIV herein or in the Dispute Resolution Declaration, as applicable.
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ARTICLE IX

ASSESSMENTS

9.1 Agreement to Pay . Declarant, and its successor in interest, if any, for each Condominium Unit owned by it and annexed to the Project, and each Owner, by acceptance of a deed therefore, whether or not it shall be so expressed in such deed, covenants and agrees to pay to the Association: (a) Regular Assessments; (b) Special Assessments for capital improvements or unusual expenses to be established and collected as hereinafter provided; and, (c) Reimbursement Assessments and/or Additional Charges levied against an Owner, to be established and collected as provided in this Declaration and in the other Project Documents. Declarant shall pay Assessments on behalf of Land Banker for Condominiums owned by Land Banker. If, and only if, the Purchase Agreement between Declarant and Land Banker is terminated (as evidenced by a writing recorded in the Official Records), Land Banker shall be solely responsible, and hereby agrees, to pay Assessments on Condominiums owned by Land Banker.

9.1.1 Liability for Payment. All Assessments and Additional Charges, together with any late charges, interest, collection costs and reasonable attorney ’s fees incurred in collecting delinquent Assessments and Additional Charges, as provided in California Civil Code Section 5650, shall be the obligation of the Owner of such Condominium Unit at the time when the Assessments or Additional Charges fell due. If more than one person or entity was the Owner of a Condominium Unit at the time the Assessments or Additional Charges fell due, the obligation to pay each Assessment and Additional Charge shall be joint and several. The obligation for delinquent Assessments and Additional Charges shall not pass to any transferee unless expressly assumed by him/her. No Owner may exempt himself from liability for his/her Assessments or Additional Charges obligation by waiver of the use or enjoyment of any of portion of the Project.

9.1.2 F
unds Held in Trust. The Assessments collected by the Association shall be held by the Association for and on behalf of each Owner and shall be used solely for the operation, care and Maintenance of the Project as provided in this Declaration.

9.1.3 N
o Offsets . No offsets against any Assessment shall be permitted for any reason including, without limitation, any claim that the Association is not properly discharging its duties.

9.1.4 A
ssessments in Dispute . If an Owner has a dispute with the Association regarding an Assessment levied by the Association, the Owner shall have the option of (a) paying the disputed amount of the Assessment under protest and filing a small claims action (California Civil Code Section 5658), (b) request a meeting with the Board to discuss the possibility of a payment plan, if applicable (California Civil Code Section 5665), (c) request to participate in the “ meet and confer ” program (California Civil Code Section 5900, et seq.), or (d) or request that the dispute be resolved by alternative dispute resolution with a neutral third party (California Civil Code Section 5925, et seq.), or any combination of the above.
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9.2 Purpose of Assessments. The Assessments levied by the Association shall be used exclusively for paying the costs of and creating reserves for the costs of all obligations which the Association is authorized or obligated to perform as described in this Declaration.

9.3 V acant Unit Assessment Exemption . Declarant and any other Owner may be exempt from the payment of that portion of any Assessment for any Building or Condominium Unit that does not include a structural Improvement for human occupancy which is for the purpose of defraying expenses and reserves directly attributable to the existence and the use of structural Improvements. The exemption may include, but shall not necessarily be limited to: roof replacement; exterior maintenance; walkway and carport lighting; refuse disposal; cable television; and domestic water supplied to living Condominium Units. Any exemption from the payment of Assessments attributed to dwelling Condominium Units shall be in effect only until the earliest of the following: (a) a notice of completion of the structural Improvements has been recorded; (b) occupation or use of the Condominium Unit; or (c) completion of all elements of the residential structures which the Association is obligated to Maintain.

9.4 C
ommon Facility Assessment Exemption . Declarant and any other Owner may be exempt from the payment of that portion of any Assessment which is for the purpose of defraying expenses and reserves directly attributable to the existence and use of Association Property Improvements that are not complete at the time Assessments commence. Any exemption from the payment of Assessments shall be in effect only until (a) a notice of completion of the Association Property has been recorded; or (b) the common facility has been placed into use, whichever occurs earliest.

9.5 R
egular Assessments . Regular Assessments shall be payable in equal monthly installments, due on the first day of each month, unless the Board adopts some other basis for collection. Annual increases in Regular Assessments shall be in compliance with California Civil Code Section 5605. Notwithstanding any other provisions contained in this ARTICLE IX, the
Board may increase Assessments necessary for emergency situations pursuant to California Civil Code Section 5610. In addition, the restrictions on increases in Regular Assessments (other than for emergency situations), as set forth in California Civil Code Section 5610, do not apply if such increases are made as part of a phased development reviewed by the DRE and are the initial transfers of a Condominium Unit pursuant to a Final Public Report. If before expiration of any fiscal year the Association fails to fix Regular Assessments for the next fiscal year, the Regular Assessment established for the preceding year shall continue until a new Regular Assessment is fixed. Regular Assessments shall include costs and expenses for the Maintenance, repair and replacement of Association Property and other portions of the Project that the Association is required to Maintain as set forth in ARTICLE V of this Declaration, and for the management and operation of the Project and Association, which shall be assessed on a variable basis to each Condominium Unit based on the approximate square footage of the Condominium Unit. Regular Assessments shall include costs and expenses for the M aintenance of Association Property and other portions of the Project that the Association is required to Maintain as set forth in this Declaration, and for the management and operation of the Project and Association, which shall be assessed equally to each Condominium Unit.

9.6 Special Assessments. Special Assessments may be levied in addition to Regular Assessments for ( a) constructing capital Improvements, ( b) correcting an inadequacy in the 697

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Current Operatin g Account; ( c) defraying, in whole or in part, the costs of any construction, reconstruction, unexpected repair or replacement of Improvements in the Association Property or in any other areas for which the Association is obligated to Maintain, or (d) paying for such other matters as the Board may deem appropriate for the Project. Special Assessments shall be levied in the same manner as Regular Assessments. Increases in Special Assessments shall be subject to the provisions of California C ivil Code Section 5605. Notwithstanding any other provisions contained in this ARTICLE IX , the Board may impose Special Assessments necessary for emergency situations pursuant to California Civil Code Section 5610.

9.7 Reimbursement Assessments . The Association shall levy a Reimbursement Assessment against an Owner to (a) reimburse the Association for the costs of repairing damage caused by that Owner or that Owner’s Invitee, (b) if a failure to comply with the Project Documents has necessitated an expenditure of monies, including attorneys ’ fees, by the Association to bring the Owner or the Owner’s Condominium Unit or Improvements into compliance or resulted in the imposition of a fine or penalty, or (c) failure to reimburse the Association for costs and expenses incurred on behalf of an Owner, as set forth elsewhere in this Declaration. A Reimbursement Assessment shall be due and payable to the Association when levied. A Reimbursement Assessment shall not be levied by the Association until Notice and Hearing has been given in accordance with the Bylaws. Reimbursement Assessments described in subdivisions (a) and (c) may be enforced by lien after Declarant no longer owns any portion of the Project. Reimbursement Assessments described in subdivision (b) may not be enforced by lien.

9.8 C
ommencement of Assessments . The right to levy Assessments shall commence as to all Condominium Unit s in a Phase on the close of escrow fir st the first conveyance of a Condominium Unit in the Phase. Regular Assessments shall commence as to all Condominium Units in a Phase on the first day of the month following the first conveyance of a Condominium Units under authority of a Final Public Report. Thereafter, Regular Assessments shall be levied on the first day of each month. After annexation of each Phase, the allocation and Assessment charges for Common Expenses shall be reallocated equally among all Condominium Unit s, including those in the annexed Phase of the Annexable Property.

9.9 A
ccounts . Assessments collected by the Association shall be deposited into at least two (2) separate accounts with a responsible financial institution, which accounts shall be clearly designated as (a) the Current Operatin g Account, and (b) the Reserve Account. The Board shall deposit those portions of the Assessments collected for current maintenance and operation into the Current Operatin g Account for Common Expenses, and shall deposit those portions of the Assessment collected as reserves for replacement and deferred Maintenance of major components which the Association is obligated to Maintain into the Reserve Account. There shall be no commingling of funds collected for Common Expenses.

9.9.1 W
ithdrawal of Funds. Withdrawal of funds from the Reserve Account shall require the signature of either two (2) Directors or one (1) Director and one (1) Officer of the Association who is not a Director. The Association may expend funds from the Reserve Account only for the purposes set forth in California Civil Code Section 5510(b).

9.9.2 C
urrent Operatin g Account . All other costs properly payable by the Association for Common Expenses shall be paid from the Current Operating Account. 698

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9.10 Enforcement of Assessments . Pursuant to California Civil Code Sections 5300, 5305, 5310, 5320, 5565 and 5730, the Board shall distribute a statement of the Association ’s policies and practices in enforcing its remedies against Owners for defaults in the payment of Regular and Special Assessments, including the recording and foreclosing of liens against Owners’ Condominium Units. In addition to all other remedies provided by law, including, but not limited to, California Civil Code Section 5700, et seq., the Association or its authorized representative may enforce the obligations of the Owners to pay each Assessment provided for in this Declaration in any manner provided by law or by either or both of the following procedures:
(a) B
y Suit . The Association may commence and maintain a suit at law against any Owner personally obligated to pay a delinquent Assessment. The suit shall be maintained in the name of the Association. Any judgment rendered in any action shall include the amount of the delinquency, and such Additional Charges, costs, fees, charges, and expenditures and any other amounts as the court may award. A proceeding to recover a judgment for unpaid Assessments may be maintained without the necessity of foreclosing or waiving the lien established herein.

(b) By Lien. The Association or a trustee nominated by the Association may commence and maintain proceedings to establish and/or foreclose Assessment liens. No action shall be brought to foreclose a lien until the lien is created by recording a Notice of Lien. Prior to recording a Notice of Lien, the Association shall comply with the provisions of California Civil Code Section 5673. The Notice of Lien must be authorized by the Board, signed by an authorized agent and recorded in the Official Records. No later than ten (10) days after recordation of the Notice of Lien, copies of the Notice of Lien shall be mailed to all record Owners of the Condominium Unit in the manner set forth in California Civil Code Sections 2924b and 5710. After expiration of the thirty (30) days following the recording of a Notice of Lien , the lien may be foreclosed subject to the right of redemption as set forth in California Civil Code Section 5715(b).

Notwithstanding the provisions of this Section 9.10, in the event Declarant is delinquent in the payment of Assessments for Parcel s Land Banker owns, Land Banker shall have the right to cure the delinquency in the payment of any such delinquent Assessments within fifteen (15) calendar days of written notice from the Association to Land Banker prior to the Association taking any of the actions authorized in this Section to enforce any such delinquency.

9.11 Satisfaction of Lien . All amounts paid by an Owner toward a delinquent Assessment shall be credited first to reduce the principal amount of the debt. Upon payment or other satisfaction of a delinquent Assessment for which a Notice of Lien was recorded, the Association shall record a certificate stating the satisfaction and release of the Assessment lien.

9.12 L
ien Eliminated by Foreclosure. If the Association has recorded a Notice of Lien and the lien is eliminated as a result of a foreclosure of a Mortgage or transfer pursuant to the remedies provided in the Mortgage, the new Owner of the Condominium Unit shall pay to the Association a pro- rata share of the Regular Assessment for each month remaining in the Association’s fiscal year after the date of the foreclosure or transfer pursuant to the remedies provided in the Mortgage.
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9.13 Waiver of Homestead Protections . Each Owner does hereby waive, to the extent permitted by law, the protections of any declared homestead or homestead exemption or redemption laws under the laws of the State of California as applied to any action to enforce or collect Assessments levied by the Association.

9.14 S
ubordination of Lien. Notwithstanding any provision to the contrary, the liens for Assessments created pursuant to this Declaration shall be subject and subordinate to and shall not affect the rights of the holder of a First Mortgage made in good faith and for value. Upon t he foreclosure of any First Mortgage on a Condominium Unit, any lien for Assessments which became due prior to such foreclosure shall be extinguished; provided, however, that after such foreclosure there shall be a lien on the interest of the purchaser at the foreclosure sale to secure al Assessments, whether Regular or Special, charged to such Condominium Unit after the date of such foreclosure sale, which lien shall have the same effect and shall be enforced in the same manner as provided herein. For purposes of this Section, a Mortgage may be given in good faith or for value even though the Mortgagee has constructive or actual knowledge of the Assessment lien provisions of this Declaration.

ARTICLE X

AM

ENDMENT AND ENFORCEMENT OF RESTRICTIONS

10.1 Amendment of Declaration.

10.1.1 Prior to First Close of Escrow. Prior to the close of escrow on the conveyance of the first Condominium Unit , Declarant may , with the consent of Land Banker for so long as Land Banker owns any portion of the Project subject to this Declaration and which consent shall not be unreasonably withheld, amend or revoke this Declaration subject to the requirements of California Business & Professions Code Sections 11012 and 11018.7.

10.1.2 A
fter First Close of Escrow . After conveyance of the first Condominium Unit, this Declaration may be amended or revoked only by the affirmative vote or written consent of Members representing a majority of the voting power of each class of Members of the Association and, if applicable, by Mortgagees. If only one class of members hip exists at the time an amendment is proposed, then it must be approved by at least a bare majority of the total voting power of the Association, which shall include at least a b are majority of the votes of Members other than Declarant. The percentage of the voting power necessary to amend a specific clause or provision of this Declaration shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause or provision. If the approval of two (2) classes of membership is required, prior approval must be obtained from the FHA and/or VA if either is First Mortgagees. Any amendment shall be executed by the President and Secretary of the Association and must be recorded and shall become effective only upon being recorded in the Official Records.

10.1.3 A
mendments Requiring Institutional Mortgagee Consent. Approval of any proposed amendment to the Project Documents by Mortgagees shall be implied if a Mortgagee fails to submit a response to any written proposal for an amendment within 700

#2412362v2 -53-
sixty (60) days after it receives proper notice or the proposal, provided the notice to the Mortgagee was delivered by certified or registered mail, with a “return receipt” requested. (a) Any amendments to the Project Documents of a “material adverse nature” to Mortgagees shall require approval of at least fifty -one percent (51%) of Mortgagees and sixty- seven percent (67%) Owners. Amendments of a “material adverse nature” include the following:
(i) Voting rights;
(ii) Increases in Assessments that raise previously assessed amount by more than twenty- five percent (25%), Assessment liens, or the priority of Assessment liens;
(iii) Reductions in reserves for Maintenance of Association Property;
(iv) Responsibility for Maintenance;
(v) Reallocation of interests in the Association Property or rights to their use;
(vi) Redefinition of any Parcel boundary;
(vii) Convertibility of Condominium Unit s into Association Property or vice versa;
(viii) Expansion or contraction of the Project, or the addition, annexation (except for the Annexable Property ) or withdrawal of real property to or from the Project;
(ix) Hazard or fidelity insurance requirements;
(x) Imposition of any restrictions on the leasing of Parcels or Condominium Units;
(xi) Imposition of any restrictions on an Owner’s right to sell or transfer his or her Condominium Unit;
(xii) A decision by the Association to establish self-management when professional management had been required by the Project Documents or by an Institutional Mortgagee;
(xiii) Restoration or repair of the Project (after damage or partial condemnation) in a manner other than that specified in the Project Documents;
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(xiv) Any provisions that expressly benefit Mortgage holders, insurers or guarantors; or
(xv) Any action to terminate the legal status of the Project for any reason whatsoever.
(b) Prior approval of at least sixty- seven percent (67%) of Mortgagees and sixty-seven percent (67%) of Owners other than Declarant shall be requited before the Association may do any of the following:
(i) By act or omission, seek to abandon or terminate the Project, other than after substantial destruction or condemnation occurs; (ii) By act or omission, abandon, partition, subdivide, encumber, sell or transfer any property or Improvements owned, directly or indirectly, by the Association for the benefit of the Condominium Unit s and Owners (excepting therefrom, the granting of easements for public utilities or for other public purposes consistent with the intended use of the Project); (iii) By act or omission, change, waive or abandon any scheme of regulations or enforcement thereof pertaining to architectural design or exterior appearance of Condominium Unit s, the exterior Maintenance of Condominium Units, or the upkeep of laws, plantings or other landscaping in the Project;
(iv) By act or omission, change the method of determining the obligations, Assessments, dues or other charges that may be levied against and Owner;
(v) Fail to maintain the fire and extended coverage insurance on insurable portions of Association Property on a current replacement cost basis in an amount not less than one hundred percent (100%) of the insurable value based on current replacement cost; and
(vi) Use hazard insurance proceeds for losses to any property or Improvements owned by the Association other than for the repair, replacement or reconstruction of the property and Improvements.

10.1.4 Governmental Approvals . Any amendment to any provision of this Declaration in which the Association relinquishes responsibility for the Maintenance of Association Property, as set forth in this Declaration, shall require written approval from the City. Any proposed amendments shall be submitted to the City Engineer, Planning and Building Director or designee, and shall be approved by the City Attorney prior to the amendment being valid. Any such amendments without City approval shall be null and void. If the consent or approval of any governmental agency, VA, FNMA, or FHA is required under this Declaration with respect to any amendment or revocation of any provision of this Declaration, no such amendment or revocation shall become effective 702

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unless such consent or approval is obtained pursuant to the requirements of the governmental agency, VA, FNMA or FHA.

10.1.5 Unilateral Right to Amend the Declaration. Declarant (at any time prior to the sale of all Condominium Units in the Project and subject to the provisions of California Business & Professions Code Section 11018.7) may, with the written consent of Land Banker for so long as Land Banker owns real property subject to this Declaration, or the Association (upon Declarant’s sale of all Condominium Units in the Project) shall have the unilateral right to amend this Declaration without the approval of Members in order to bring this Declaration into compliance with all requirements and regulations of the City, County any Federal or state agency, an insurer or governmental guarantor of a First Mortgage, or federally insured Mortgagee and/or lender including, but not limited to, DRE, FHA, VA, FNMA and/or FHLMC, or correct any errors, mistakes or conflicts in the provisions in this Declaration.

10.2 E
nforcement .

10.2.1 Generally. The A ssociation, any Owner, including Declarant and Land Banker as an Owner, or the City as a third party beneficiary, shall have the right, but not the obligation, to enforce compliance with the Project Documents in any manner provided by law or in equity, or in bringing an action for damages, an action to enjoin the violation or to specifically enforce the provisions of the Project Documents, to enforce the liens provided for herein (except that no Owner shall have the right to enforce independently of the Association any Assessment. Additional Charges or Assessment lien created herein) and any statutory lien provided by law, including the foreclosure of any such lien and the appointment of a receiver for an Owner and the right to take possession of the Condominium Unit in the manner provided by law. The City’s enforcement rights, as a third party beneficiary , shall be as to Association Property and utility maintenance, the WQMP, and internal parking. In the event the Association or any Owner shall employ an attorney to enforce the provisions of the Project Documents against any Owner, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other amounts due as provided for herein. All sums payable hereunder by an Owner shall bear interest at the maximum rate permitted by law from the due date less any grace period provided, or if advanced or incurred by the Association or any other Owner pursuant to authorization contained in the Project Document commencing fifteen (15) days after repayment is demanded. Except as otherwise provided, the Association or any Owner(s) shall have the right, but not the obligation, to enforce, in any manner permitted by law or in equity, any and all of the provisions of this Declaration.

10.2.2 E
nforcement by Declarant . Declarant shall have the right, but not the obligation, to enforce the provisions of this Declaration while it is still a record owner of at least one (1) Condominium Unit, including any decision made by the ACC, in any manner provided by law or in equity, and in any manner provided in this Declaration. The provisions of this Declaration are equitable servitudes and covenants running with the land, enforceable by Declarant against the Association and/or an Owner, tenant or occupant of any Condominium Unit in the Project. Declarant has no obligation to enforce any provision of this Declaration. Declarant may elect to enforce any provision of this Declaration at any 703

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time against the Association, or any Owner and no such action shall be construed to imply any obligation on the part of Declarant to enforce the same provision against another Owner.

10.2.3 Enforcement by Land Banker. Land Banker shall have the right, but not the obligation, to enforce the provisions of this Declaration independent of Declarant and as a “proxy” of Declarant while it is still a record owner of at any portion of the Project , including any decision made by the ACC, in any manner provided by law or in equity, and in any manner provided in this Declaration that would affect or may affect the real property owned by Land Banker. The provisions of this Declaration are equitable servitudes and covenants running with the land, enforceable by Land Banker against the Association and/or any Owner, tenant or occupant of any Condominium in the Project. Land Banker has no obligation to enforce any provision of this Declaration. Land Banker may elect to enforce any provision of this Declaration at any time against the Association or any Owner and no such action shall be construed to imply any obligation on the part of Land Banker to enforce the same provision against another Owner.

10.2.4 V
iolation of Law. The Association may treat any Owner ’s violation of any state, municipal or local law, ordinance or regulation which creates a nuisance to other Owners in the Project or to the Association or pertaining to the ownership, occupation or use of any property, Parcel, Condominium Unit, EUA, or Association Property, within the Project is hereby declared to be a violation of the Project Documents and subject to any or all of the enforcement procedures set forth in this Declaration as long as the Association complies with the Notice and Hearing requirements.

10.2.5 N
o Forfeiture or Abridgement of Rights. The Association shall not cause a forfeiture or abridgement of an Owner’s right to the full use and enjoyment of his/her Condominium Unit for the Owner’s failure to comply with the provisions of the Project Documents, including Association Rules, except by judgment of a court of law or a decision arising out of arbitration or on account of a foreclosure or sale under a power of sale for failure of the Owner to pay Assessments duly levied by the Association.

10.2.6 R
emedies Cumulative . Each remedy provided by this Declaration is cumulate and not exclusive.

10.2.7 N o Waiver . The failure to enforce the provisions of any covenant, condition or restriction contained in this Declaration shall not constitute a waiver of any right to enforce any such provisions or any other provisions of this Declaration for the same or different violation thereof.

10.3 E
xemption and Rights of Declarant . Nothing in this Declaration shall limit, condition or abridge the unfettered right of Declarant to specify and approve the design for the complete construction of Improvements on Parcel s owned by Declarant, or to alter or modify completed Improvements or to construct such additional Improvements as Declarant and Land Banker deem advisable prior to the final sale of all of the Condominiums in the Project. Such right shall include, but shall not be limited to, designing, erecting, constructing, and Maintaining on any portion of the Project owned by Declarant and Land Banker such structures and displays as may 704

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be reasonably necessary for the conduct of its business of completing the work and disposing of the same by sale, lease, or otherwise. Declarant and Land Banker specifically reserve the right to use any unsold Condominiums on the Project for models, construction offices, trailers, and sales offices, and further reserve the right to rent any unsold Condominiums and the Improvements thereon. This Declaration shall not limit the right of Declarant and Land Banker at any time prior to acquisition of title by a purchaser from Declarant or Land Banker to establish on the Project additional easements, reservations, and rights of way for itself, utility companies, or others as may from time to time be reasonably necessary for the proper development and disposal of the Condominiums. Declarant, with the consent of Land Banker pursuant to the Purchase Agreement, as applicable, reserves the right to alter its construction plans and designs as it deems appropriate.

ARTICLE XI

BUDGETS AND FINANCIAL STATEMENTS

11.1 Preparation and Distribution of Budget. The Board shall annually prepare, adopt and distribute a Budget in accordance with the requirements of California Civil Code Sections 5300, 5305, 5320, and 5565. A summary of the Budget may be distributed in lieu of the entire Budget if the requirements set forth in California Civil Code Section 5300 are satisfied.

11.2 A
nnual Report. The Board shall annually prepare and distribute an annual report in accordance with the requirements of California Civil Code Sections 5300, 5305, 5310, 5320, 5565 and 5730. The annual report shall separately address the Budget.

11.3 Q uarterly Reconciliation . Pursuant to California Civil Code Section 5500, at least quarterly, the Board shall: (i) cause a current reconciliation of the Association’s Current Operating Account(s) to be made and review the same; (ii) cause a current reconciliation of the Association’s Reserve Account to be made and review the same; (iii) review the current year ’s actual reserve revenues an expense compared to the current year’s Budget; (iv) review the most current account statements prepared by the financial institution where the Association has its Current Operating and Reserve Accounts; and (v) review an income and expense statement for the Association ’s Current Operating and Reserve Accounts.

11.4 R
eserve Account Study. The Board shall (i) cause a study of the Reserve Account to be conducted every three (3) years as required by California Civil Code Section 5550(a) , (ii) review the study annually, and (iii) consider and implement necessary adjustments to the Board’s analysis of the Reserve Account requirements as a result of that review in compliance with the provisions of California Civil Code Section 5550.

11.5 N
otice of Increased Assessments . The Board shall provide notice by first -class mail to the Owners of any increase in Regular Assessments or the levy of any Special Assessments in accordance with the provisions of California Civil Code Section 5615.

11.6 S
tatement of Outstanding Charges. Within ten (10) days of a written request by an Owner, the Association shall provide to the Owner a written statement which sets forth the amounts of delinquent Assessments, penalties, attorney’ s fees and other Additional charges against that 705

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Owner’s Condominium Unit. A charge for the statement may be made by the Association, not to exceed the reasonable costs of preparation and reproduction of the statement.

11.7 Owner’s Right to Conduct an Independent Audit. Each Owner shall have the right to conduct an independent audit of the Association’ s financial records at the Owner ’s expense.

The financial records that may be made available to the requesting Owner shall comply with California Civil Code Section 5200, et seq.

ARTICLE XII

I

NSURANCE, DESTRUCTION AND CONDEMNATION

12.1 Insurance. The Association shall maintain casualty, liability and other insurance on behalf of the Association as required by the provisions of this Declaration. The amount, term and coverage of any policy required hereunder (including the type of endorsements, the amount of the deductible, the named insureds, the loss payees, standard mortgage clauses, notices of changes or cancellations, and the insurance company rating) shall satisfy the minimum requirements for the Project by the FNMA, FHLMC, or any successor to either of those entities (with the exception of earthquake insurance which the Board shall have complete discretion to purchase). If the FNMA or FHLMC requirements conflict, the more stringent requirements shall be met. If FNMA and FHLMC do not impose requirements on any policy required hereunder, the term, amount and coverage of such policy(ies) shall be no less than that which is customary for similar policies on similar projects in the area. If the Association is unable to purchase a policy or if the Association believes that the cost of the policy is unreasonable, the Board shall call a special meeting of Members to determine what action to take.

12.2 G
eneral Provisions and Limitations. All insurance policies shall be subject to and, where applicable, shall contain the following provisions and limitations:

12.2.1 U nderwriter. All policies (except earthquake insurance) shall be written with a company legally qualified to do business in the State of California and holding a “B” or better general policyholder’s rating and a “6” or better financial performance index rating as established by Best’s Insurance Reports, reinsured by a company described above, or if such a company is not available, the best rating possible or its equivalent.

12.2.2 N
amed Insured . Unless otherwise provided in this Section, the named insured shall be the Association or its authorized representative, as trustee for the Owners.

However, all policies shall be for the benefit of Owners and their Mortgagees, as their interests may appear.

12.2.3 A
uthority to Negotiate. Exclusive authority to adjust losses under policies obtained by the Association shall be vested in the Board or its authorized representative as trustee who shall have exclusive authority to negotiate losses under any policy provided property or liability insurance to perform such other functions as are necessary to accomplish this purpose; provided, however, that no Mortgagee having an interest in such losses may be prohibited from participating in any settlement negotiations related thereto. 706

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12.2.4 Contribution. In no event shall the insurance coverage obtained and maintained by the Association be brought into contribution with insurance purchased by Owners or their Mortgagees.

12.2.5 G eneral Provisions. To the extent possible, the Board shall make every reasonable effort to secure insurance policies providing for the following:
(a) A waiver of subrogation by the insurer as to any claims against the Board, the manager, the Owners and their respective servants, agents and guests; (b) That the policy will be primary, even if an Owner has other insurance which covers the same loss;
(c) That no policy may be canceled or substantially modified without at least ten (10) days prior written notice to the Association and to each First Mortgagee listed as a scheduled holder;
(d) An agreed amount endorsement, if the policy contains a coinsurance clause;
(e) A guaranteed replacement cost or replacement cost endorsement; and
(f) An inflation guard endorsement.

12.2.6 Term. The period of each policy shall not exceed three (3) years. Any policy for a term greater than one (1) year must permit short rate cancellation by the insureds.

12.2.7 D
eductible . The policy may contain a reasonable deductible and the amount of the deductible shall be added to the face amount of the policy in determining whether the insurance equals replacement cost.

12.3 T
ypes of Coverage. Unless the Association determines otherwise pursuant to Section 12.1, the Board shall obtain at least the following insurance policies in the amounts specified:

12.3.1 Property Insurance for Association Property. A Special Form or “All Risk” policy of property insurance for all insurable Association Property Improvements and Association Maintenance Areas, including fixtures and Building service equipment, against loss or damage by fire or casualty, in an amount equal to the full replacement cost (without respect to depreciation) of the Association Property, and exclusive of land, foundations, excavation and other items normally excluded from coverage. A replacement cost endorsement shall be part of the policy.

12.3.2 L
iability Insurance . A combined single limited policy of liability insurance in an amount not less than Two Million Dollars ($ 2,000,000) covering the Association Property and all damage or injury caused by the negligence of the Association, the Board 707

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or any of its agents, or the Owners against any liability to the public or to any Owner incident to the use of or resulting from any accident or intentional or unintentional act of an Owner or a third party occurring in or about any Association Property. If available, each policy shall contain a cross liability endorsement in which the rights of the named insured shall not be prejudiced with respect to any action by one named insured against another named insured.

12.3.3 Worker’s Compensation. Worker ’s compensation insurance to the extent necessary to comply with all applicable laws of the State of California or the regulations of any governmental body or authority having jurisdiction over the Project.

12.3.4 F
idelity Bond. A fidelity bond naming the Board, the Owners, the Association and such other persons as the Board may designate as oblige es, in an amount equal to at least one-fourth (¼) of the total sum budgeted for the Current Operating Account and Reserve Account for the current fiscal year. The fidelity bond shall contain a waiver of any defense based on the exclusion of person serving without compensation.

12.3.5 D irectors and Officers . Errors and omissions insurance coverage individual liability of Directors and Officers for their negligent acts or omissions while acting in their capacities as Directors and Officers in an amount equal to at least the minimum amount specified in California Civil Code Section 5800(a)(4).

12.3.6 O
ther Insurance. Other types of insurance as the Board may determine in its sole discretion to be necessary to fully protect the interests of the Owners and Association.

12.4 W
aiver of Subrogation. All insurance carried by the Association, or the O wners, shall contain provisions whereby the insurer waives rights of subrogation as to the Association, Directors, Officers, Declarant, Owners, occupants of Condominium Units, their family, guests, agents and employees.

12.5 I
nsurance by Owner . Each Owner shall obtain and maintain, at his/her expense, fire and casualty coverage as may be required by the Owner’s individual Mortgagee, or if no Mortgagee encumbers a Condominium Unit, fire and casualty coverage as may be determined by the Board, with respect to damage or destruction to personal property, upgrades or additions to any fixtures or Improvements within Owner’s Condominium Unit that is not covered by Section

12.3.1, above, provided, however, that no Owner shall be entitled to maintain insurance coverage in a manner so as to decrease the amount which the Association, on behalf of all Owners and their Mortgagees, may realize under any insurance policy which the Associ ation may have in effect at any time. If a Condominium is subject to an FHA -insured Mortgage, the Owner of said Condominium shall obtain an HO-6 or “walls-in” coverage policy if required by an FHA-insured Mortgagee. All such individually carried insurance as set forth in this Section 12.5 shall also contain a waiver of subrogation rights by the carrier as to other Owners, the Association and Eligible First Mortgagee of such Condominium Unit . It is recommended that Owners obtain general liability insurance for injuries or damage caused to any person or personal property or Improvements caused by Owner and loss assessment coverage in an amount as may be recommended by a qualified consultant. If a policy carried by the Association offers coverage for 708

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a claim made by an Owner as a result of damage to any Improvement or personal property, the Owner shall be responsible for paying any deductible, if the Owner wishes to adjust the claim under the Association’s policy. Each Owner is strongly urged to contact an insurance specialist to determine the appropriate type and amount of insurance including insurance to cover the Parcel , Condominium Unit, as applicable, and personal property.

12.6 Annual Review of Policies. The Board shall review the adequacy of all insurance, including the amount of liability coverage and the amount of property damage coverage, at least once a year. At least once every three (3) years, the review shall include a replacement cost appraisal of all insurable Association Property Improvements without respect to depreciation. The Board shall adjust the policies to provide the amounts and types of coverage and protection that are customarily carried by prudent owners of similar property in the area in which the Project is situated.

12.7 P
ayment of Premiums . Premiums on insurance maintained by the Association shall be a component of Common Expenses, funded by Assessments levied by the Association.

12.8 D amage or Destruction .

12.8.1 Association. The Board shall have the duty to repair and reconstruct the Association Property without the consent of Members and irrespective of the amount of available insurance proceeds or other funds, in all instances of partial damages destruction where the estimated cost of repair and reconstruction does not exceed five percent (5%) of the budgeted gross expenses of the Association for that fiscal year. If there is total damage or destruction of any Improvement, including Association Property which are insured under an insurance policy held by the Association, the Association shall proceed with the filing and adjustment of all claims arising under the existing policies to restore, rebuild and reconstruct such Improvements to substantially the same condition and appearance in which it existed prior to the damage or destruction. The insurance proceeds shall be paid to and held by the Association.
(a) B
ids. Whenever restoration, rebuilding or reconstruction is to be performed pursuant to this Section 12.8.1, the Board shall obtain such bids from responsible licensed contractors to restore the damaged Improvements as the Board deems reasonable, and the Board, on behalf of the Association, shall contract with the contractor whose bid the Board deems to be the most reasonable. (b) Proceeds. The costs of restoring, rebuilding or reconstructing the damaged Improvements shall be funded pursuant to the provisions and in the priority established in this Section

12.8.1. A lower priority procedure shall be
utilized only if the aggregate amount of funds then available pursuant to the procedures of higher priority as insufficient to restore the damaged Improvements.

The priorities are as follows:
(i) Any and all insurance proceeds paid to the Association under existing insurance policies.
709

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(ii) Any and all reserve account funds designated for the repair or replacement of the Improvement(s) that has been damaged or destroyed. (iii) Any funds raised by a Special Assessment against all Owners levied by the Board up to the maximum amount permitted without approval of the Members as allowed by law.
(iv) Any funds raised by a Special Assessment against all Owners levied by the Board pursuant to a vote of the Members pursuant to Section 12.8.1(c) below.
(c) Additional Special Assessment. If the total funds available pursuant to Section 12.8.1(b) are insufficient to restore, rebuild or reconstruct the damaged or destroyed Improvement(s), then a special meeting of the Members shall be called for the purpose of voting whether to impose an additional Special Assessment and deciding upon the amount thereof. The Board shall then contract for the restoration, rebuilding or reconstruction of the damaged Improvement(s) as described above, making use of all funds available to it.

12.8.2 Owners. Subject to the provisions herein, if all or any portion of a Building or Condominium Unit is damaged or destroyed by fire or other casualty and the loss is not covered by an insurance policy held by the Association, the Owner(s) of the Improvement shall either (a) restore the damaged Improvements or (b) remove all damaged Improvements, including foundation and leave the Condominium Unit in a clean and safe condition. Any restoration, rebuilding or reconstruction under subdivision (a) above must be performed so that the Improvements are in substantially the same condition in which they existed prior to the damage or destruction, unless the Owner complies with the provisions of
ARTICLE VI of this Declaration. Unless extended by the Board, the Owner must commence such work within one hundred twenty (120) days after the damage occurs and must complete the work within one (1) year thereafter.

12.9 Condemnation.

12.9.1 Condemnation Affecting Association Property.
(a) Sale in Lieu . If an action for condemnation of all or a portion of Association Property is proposed or threatened by an entity having the right to eminent domain, then on the unanimous written consent of all of the Owners, and subject to the rights of all Mortgagees, if any, Association Property, or a portion of it, may be sold by the Board. Subject to California Corporations Code Section 8724, the proceeds of the sale shall be distributed among the Condominium Unit s on the same basis as their Regular Assessment obligations and between the Owners and their Mortgagees as their respective interests shall appear; provided, however, there shall be no reallocation of interests in Association Property resulting from a partial condemnation or partial destruction of the Project may be effected without approval of at least fifty-one percent (51%) of Eligible First Mortgagees. 710

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(b) Award. If Association Property, or a portion of it, is not sold, but is instead taken, the judgment of condemnation shall by its terms apportion the award among the Owners and their respective Mortgagees. If the judgment of condemnation does not apportion the award, then the award shall be distributed as provided above.

12.9.2 C
ondemnation Affecting Condominium Unit s. If an action for condemnation of all or a portion of, or otherwise affecting a Condominium Unit is proposed or threatened, the Owner and the Mortgagees of the affected Condominium Unit , as their respective interests shall appear, shall be entitled to the proceeds of any sale or award relating to the affected Condominium Unit. If any Condominium Unit is rendered irreparably uninhabitable as a result of such a taking, the Condominium Unit shall be deemed deleted from the Project and the Owners and Mortgagees of the affected Condominium Unit, upon receiving the award and any portion of the reserve funds of the Association reserved for the Condominium Unit, if any, shall be released from the applicability of the Project Documents and deemed divested of any interest in the Association Property. Any restoration or repair of the Condominium Unit after a partial condemnation or damage due to an insurable hazard shall be substantially in accordance with the Declaration and the original plans and specifications unless approval of fifty-one percent (51%) of the First Mortgagees is obtained. Any action to terminate the Project after substantial destruction or condemnation of the Project occurs or for other reasons to be agreed to by Mortgagees shall require approval of at least fifty- one percent (51%) of Mortgagees.

ARTICLE XIII

M

ORTGAGEE PROTECTIONS

13.1 Mortgages Permitted. Any Owner may encumber his or her Condominium Unit with Mortgages.

13.2 P riority of Mortgage . Notwithstanding any other provision of this Declaration, it is hereby provided that a breach of any of the conditions contained in the Project Documents by any Owner or of any re -entry by reason of such breach shall not defeat or render invalid the lien thereof. Any lien which the Association may have on any Condominium Unit in the Project for the payment of Common Expense Assessments attributable to such Condominium Unit will be subordinate to the lien or equivalent security interest of any First Mortgage on the Condominium Unit recorded prior to the date of recordation of a Notice of Lien.

13.3 R
ights of Institutional Mortgagees. Any Institutional Mortgagee who obtains title to a Condominium Unit pursuant to the remedies provided in the First Mortgage, including judicial foreclosure under a power of sale (but excluding voluntary conveyance to the First Mortgagee), shall not be liable for the Condominium Unit’s unpaid Regular Assessments, including Additional Charges, accrued prior to acquisition of title by the Institutional Mortgagee. Thereafter, the Institutional Mortgagee, as Owner of the Condominium Unit shall be obligated to pay any and all future Assessments levied against the Condominium Unit as long as the Institutional Mortgagee remains in title, including any Special Assessments levied by the Association to raise funds needed 711

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because of uncollected delinquent Assessments, as long as the Special Assessment is allocated among all of the Condominium Units as provided in ARTICLE IX of this Declaration.

13.4 Rights of Mortgagees Upon Default of Mortgagor. In the event of a default by any Owner in any payment due under the terms of any Mortgage held by an Institutional Mortgagee encumbering a Condominium Unit, or the promissory note secured by the Mortgage, the Mortgagee or his or her representative, upon giving written notice to such defaulting Owner and the Association, and placing of record a notice of default, is hereby granted a proxy and may exercise the voting rights of such defaulting Owner attributable to such Condominium Unit at any regular or special meeting of the Association held during such time as such default may continue.

Unless such written notice is provided to the defaulting Owner and the Association, any Mortgagee may appear (but cannot vote) at meetings of Members and the Board to draw attention to violations of this Declaration that have not been corrected or made the subject of remedial proceedings or Reimbursement Assessments.

13.5 P
ayment of Taxes or Premiums by Mortgagees. Mortgagees may, jointly or singly, pay taxes or other charges which are in default and which may or have become a charge against the Association Property, unless such taxes or charges are separately assessed against the Owners, in which case the rights or Mortgagees shall be governed by the provisions of their Mortgages.

Mortgagees may, jointly or singly, also pay overdue premiums on hazard insurance policies or secure new hazard insurance coverage on the lapse of a policy for the Association Property and Mortgagees making such payments shall be owed immediate reimbursement therefor from the Association. Entitlement to such reimbursement shall be reflected in an agreement in favor of any Mortgagee which requests the same to be executed by the Association.

13.6 E
ffect of Breach . No breach of any provision of this Declaration shall invalidate the lien of any Mortgage made in good faith and for value, but all of the covenants, conditions and restrictions shall be binding on any Owner whose title is derived through foreclosure sale, trustee’s sale, or otherwise.

13.7 C
onflict with Declaration . To the extent that any of the provisions of this Declaration conflict with the rules and regulations of FNMA, FHA, VA and/or FHLMC for those Condominium Units in which these entities are either holders, insurers or guarantors of a First Mortgage on said Condominium Unit, the rules and regulations of FNMA, FHA, VA and/or FHLMC shall control.

13.8 N
otice to Mortgagees . First Mortgagees are entitled to timely written notice from the Association of (a) any condemnation or casualty loss that affects a material portion of the Project or the Condominium Unit securing the Mortgage; (b) any sixty (60) day delinquency in the payment of Assessments or Additional Charges owed by the Owner of any Condominium Unit on which it holds the Mortgage if the delinquency is not cured within sixty (60) days after its due date; (c) a lapse, cancellation or material modification of any insurance policy maintained by the Association; (d) any proposal to take any action specified in this ARTICLE XIII, or Sections 12.8
and 12.9 herein; (e) any default by the Owner of a Condominium Unit that is subject to a First Mortgage held by the First Mortgagee in the performance of his or her obligations under this Declaration or the Bylaws which is not cured within sixty (60) days; and (f) any proposed action that requires the consent of a specified percentage of First Mortgagees. 712

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13.9 Inspect Books and Records. Any Owner, First Mortgagee and insurers of any First Mortgage shall be entitled to inspect and copy the books, records, financial statements, the Declaration, Bylaws and Association Rules of the Association. The Association shall also make available to prospective purchasers of Condominium Units current copies of the Declaration, Bylaws, Association Rules and the most recent annual audited financial statement, if any is prepared. The Association must provide an audited financia l statement for the immediately preceding fiscal year if the First Mortgagee submits a written request for it. Said financial statement shall be furnished by the Association within a reasonable time following such request.

ARTICLE XIV

DI

SPUTE RESOLUTION PROCEDURES

14.1 In General. This ARTICLE XIV contains procedures concerning disputes between Owners, the Association and the Declarant related to the Project or each other (the “Dispute Resolution Procedures ”). The procedures in this ARTICLE XIV do not apply to Declarant ’s normal customer service procedures pertaining to the Condominium Unit , and Owners are encouraged to resolve any potential disputes or claims through Declarant ’s normal customer service procedures prior to initiating the procedures in this ARTICLE XIV . HOWEVER, t hese Dispute Resolution Procedures shall not be applicable to disputes between the Association and/or Owners, on the one hand, and Declarant, on the other hand, including, but not limited to, disputes, issues, claims, damages, causes of action, demands or notices governed or controlled by Right to Repair Act. An y and all disputes described in the Dispute Resolution Declaration between the Association/Owners and Declarant shall be governed by the Dispute Resolution Declaration recorded against the Project. In the event any other developer acquires any portion of the Project from Land Banker for purposes of development and the sale of Condominiums to the homebuying public, Land Banker and/or any such developer shall have the right, without the necessity of consent from the Owners or the Association, to record against said acquired real property its own dispute resolution procedures for claimed construction defects in such real property.

14.2 D isputes Between Association and Owners . All disputes, controversies, claims and demands between the Association and any Owner pertaining to the subject areas described in California Civil Code Section 5900 shall be governed by the procedures set forth in this Section

14.2. 14.2.1 Election of Statutory Procedures. Except as excused by law, prior to the initiation of a Request for Resolution or any legal proceeding, the Association and any Owner shall “ meet and confer ” using the procedures set forth in California Civil Code Section 5900, et seq.

14.2.2 R
equest for Resolution. If the Association and Owner are unable to resolve their dispute, controversy, claim or demand through the “ meet and confer” procedures of California Civil Code Section 5900, et seq. , and to the extent applicable, prior to the initiation of any legal proceeding, the parties shall comply with the Request for Resolution procedures set forth at California Civil Code Section 5925, et seq. 713

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14.2.3 Attorney’s Fees and Costs . In any action, including arbitration and civil action, between the Association and any Owner (but excluding Declarant as an Owner) to enforce the Project Documents, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs, pursuant to California Civil Code Section 5975.

14.3 D isputes Between Owners . Disputes between Owners shall be governed by this Section.

14.3.1 M ediation . If the Owners cannot informally resolve any disputes, controversies, claims and demands between themselves, the matter shall be submitted to mediation using a mediator who is acceptable to the parties. If the parties cannot agree on a mediator, any party may petition the Superior Court of the County for appointment of the mediator by the presiding judge. No person shall serve as a mediator in any dispute in which the person has any financial or personal interest in the result of the mediation, except by the written consent of all parties. Prior to accepting any appointment, the prospective mediator shall disclose any circumstances likely to create a presumption of bias or prevent a prompt commencement of the mediation process. The following rules and procedures shall apply in all cases unless the parties agree otherwise:

(a) Any Owner may initiate mediation by serving written notice to any other Owner(s) demanding that the dispute, controversy, claim or demand be resolved by the mediation procedures of this Section 14.3.1. The parties shall have thirty (30) days from the date of the written notice to mutually agree on a mediator.

Within ten (10) days of the selection of the mediator, each party shall submit a brief memorandum setting forth its position with regard to the issues that need to be resolved. The mediator shall have the right to schedule a pre-mediation conference and all parties shall attend unless otherwise agreed. The mediation shall be commenced within ten (10) days following the submittal of the memoranda and shall be concluded within fifteen (15) days from the commencement of the mediation unless the parties mutually agree to extend the mediation period.

Mediation shall be held in the County or such other place that is mutually acceptable by the parties.

(b) The mediator has discretion to conduct the mediation in the manner which is most appropriate for settlement of the dispute. The mediator is authorized to conduct joint and separate meetings with the parties and to make oral and written recommendations for settlement. Whenever necessary, the mediator may also obtain expert advice concerning technical aspects of the dispute, provided the parties agree and assume the expenses of obtaining such advice. The mediator does not have the authority to impose a settlement on the parties.

(c) Prior to the commencement of the mediation session, the mediator and all parties to the mediation shall execute an agreement in order to exclude the use of any testimony or evidence produced at the mediation in any subsequent dispute resolution forum including, but not limited to, binding arbitration (as set forth in Section 14.3.2 of this Declaration), court or judicial reference proceedings, pursuant to California Evidence Code Section 1115, et seq., or successor statutes. 714

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Pursuant to California Evidence Code Section 1119, the agreement shall specifically state:
“No evidence of anything said or any admission made for the purpose of, in the course of, or pursuant to, a mediation or a mediation consultation is admissible or subject to discovery, and disclosure of the evidence shall not be compelled, in any arbitration, administrative adjudication, civil action, or other noncriminal proceeding in which, pursuant to law, testimony can be compelled to be given. No writing, as defined in Section 250, that is prepared for the purpose of, in the course of, or pursuant to, a mediation or a mediation consultation, is admissible or subject to discovery, and disclosure of the writing shall not be compelled, in any arbitration, administrative adjudication, civil action, or other noncriminal proceeding in which, pursuant to law, testimony can be compelled to be given. All communications, negotiations or settlement discussions by and between participants in the course of a mediation or a mediation consultation shall remain confidential.”

(d) Persons other than the parties, the representatives and the mediator may attend mediation sessions only with the permission of the parties and the consent of the mediator. Confidential information disclosed to a mediator by the parties or by witnesses in the course of the mediation shall not be divulged by the mediator. All records, reports, documents or other information received by the mediator while serving in such capacity shall be confidential. There shall be no stenographic record of the mediation process, excepting therefrom, any settlement of the dispute which may, at the option of the parties, be memorialized in writing and signed by the parties.

(e) The expenses of witnesses for either side shall be paid by the party producing such witnesses. All other expenses of the mediation, including required traveling and other expenses of the mediator, the expenses of any witnesses, or the costs of any proofs or expert advice produced at the direct request of the mediator, shall be borne equally by the parties unless they agree otherwise.

14.3.2 Arbitration. If the Owners are unable to resolve their dispute pursuant to Section 14.3.1, above, the dispute shall be submitted to binding arbitration conducted pursuant to the procedures and rules of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or any successor thereto, and subject to the following provisions:

(a) The fees and costs of arbitration shall be borne equally by the parties or, if the parties cannot agree, then as determined by the arbitrator(s) with the costs and fees of the arbitration to ultimately be borne as determined by the arbitrator(s).

(b) The arbitrator(s) shall be selected no later than sixty (60) days from JAMS’ receipt of the demand for arbitration. The arbitrator(s) shall comply with California Code of Civil Procedure Section 1297.121, and may be challenged on 715

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any of the grounds listed therein or as set forth in California Code of Civil Procedure Section 1297.124.
(c) The arbitration shall be held in the County unless the parties agree to a different location.
(d) The arbitrator(s) shall have the authority to recognize any and all available remedies, whether in law or equity, for any cause of action, claim or demand that is the basis for the arbitration, with the exception of punitive damages which may be limited or prohibited as authorized by the parties.

14.3.3 Litigation. The Owners covenant that they shall forbear from commencing any litigation without complying with the procedures set forth in Sections 14.3.1 and 14.3.2 above. If any Owner fails or refuses to participate in the mediation and arbitration proceedings, the other party or parties may bring an action in any court of competent jurisdiction to resolve the dispute, including obtaining an order compelling compli ance with the procedures described in Sections 14.3.1 and 14.3.2, above. Nothing herein shall prevent any Owner from commencing any legal action which in the good faith determination of the Owner is necessary to preserve any Owner’s rights under any applicable statute of limitations, provided that the Owner shall take no further steps in prosecuting the action until it has complied with the procedures described in Sections

14.3.1 and 14.3.2, above. Notwithstanding any other provision herein to the contrary, in any dispute between the Owners, the prevailing party shall be entitled to reasonable attorney’s fees and costs. Any and all communications by and between the parties, whether written or oral, which are delivered by the parties or their attorneys or other representatives in an effort to settle the claim shall be considered communications undertaken in the course of effecting a settlement or compromise and as such shall not be admissibl e as the admission on the part of any party or any representative or agent of the party to be utilized for any such purpose in any action or proceeding. Nothing herein shall be considered to reduce or extend any applicable statute of limitations or repose.

14.4 Exceptions; Admissibility of Communications; Statute of Limitations . Disputes that are governed by the procedures set forth in the Dispute Resolution Declaration shall not apply to any action taken by the Association against Declarant for delinquent Assessments, which shall be governed by
ARTICLE IX entitled “Assessments”, or in any action involving any Bonds, which shall be governed by the provisions of ARTICLE XV entitled “Enforcement of Bonded Obligations.” Any and all communications by and between the parties, whether written or oral, which are delivered by the parties or their attorneys or other representatives in an effort to settle the claim shall be considered communications undertaken in the course of e ffecting a settlement or compromise and as such shall not be admissible as an admission on the part of any party or any representative or agent of the party to be utilized for any such purpose in any action or proceeding.

Nothing herein shall be considered to reduce or extend any applicable statute of repose or limitations.

14.5 Legal Proceeding Against Declarant . Not later than thirty (30) days prior to the filing of any legal proceeding by the Association against the Declarant for alleged damage to Association Property or other Improvements that the Association is obligated to Maintain or repair, 716

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the Board shall provide written notice to each Eligible First Mortgagee and Member of the Association. This notice shall specify all of the following: ( a) that a meeting will take place to discuss problems that may lead to the filing of a legal proceeding; ( b) the options, including civil actions, that are available to address the problems; and ( c) the time and place of this meeting. In addition, if there is available information, the Association may also elect to provide the following:
(i) a good faith estimate of the costs to repair the alleged defects prepared by a licensed contractor who has submitted a bid to perform the necessary repair work; (ii) how the necessary repairs will be funded; (iii) the name of the attorney whom the Association is contemplating retaining and an estimate of the attorney ’s fees, consultant’s fees and any other costs to be incurred to prosecute such proceedings; and (iv) how such fees and costs will be funded. Nothing in this Section shall abrogate a Member’s duty to disclose to prospective purchasers the alleged defects , and the potential impact the proceedings may have on the marketability and availability of financing and/or insurance for the Condominium Unit s in the Project. Notwithstanding, if the Association has reason to believe that the applicable statute of limitations will expire before the Association files the legal proceeding, the Association may give the notice, as described above, within thirty (30) days after the filing of the legal proceeding.

ARTICLE XV

ENFORCEMENT OF BONDED OBLIGATIONS

15.1 Bonded Obligations. When Association Property Improvements have not been completed prior to the issuance of the original Final Public Report to which the Association Property is subject and the Association is the oblige e under a Bond to secure performance of the commitment of Declarant to complete the Association Property Improvements, the following provisions shall apply:

15.1.1 C
ompleted Improvements. If all Improvements identified in the planned construction statement appended to the Bond are covered by one or more recorded notices of completion, the Board shall execute all required documents by the surety to release the Bond.

15.1.2 I
mprovements Not Completed . If a notice of completion has not been filed within sixty (60) days after the completion date specified for that Improvement in the planned construction statement appended to the Bond, the Board shall consider and vote on the question of action by the Association to enforce the obligations under the Bond. If the Association has given an extension in writing for the completion of any Association Property Improvements, the Board shall consider and vote on the aforesaid question i f a notice of completion has not been filed within thirty (30) days after the expiration of the extension.

15.1.3 A
ction by Members . If the Board fails or refuses to initiate action to enforce the bonded obligations, upon receipt of a petition for a special meeting signed by Members representing five percent (5%) or more of the total voting power of the Association, the Board shall call a special meeting of the Members to override the Board’s failure or refusal to act. The special meeting shall be held not less than thirty- five (35) days nor more than forty-five (45) days after receipt of the petition by the Board. At the special meeting, the 717

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affirmative vote of a majority of Members, excluding any votes of Declarant, shall be required to take action to enforce the obligations under the Bond and shall be deemed to be the decision of the Association. The Board shall thereafter implement the decision by initiating and pursuing appropriate action in the name of the Association.

15.2 Release of Bond . Upon satisfaction of Declarant ’s obligation to complete the Association Property Improvements, the Association shall acknowledge in writing that it approves the release of the Bond and shall execute any other documents that may be reasonably necessary to affect the release of the Bond. The Association may not condition its approval on the satisfaction of any condition other than completion of the Association Property Improvements. If the Association breaches any of the foregoing obligations, it will be liable to Declarant for any damages incurred thereby, including reasonable attorne y’s fees. Any dispute between Declarant and the Association shall be resolved in accordance with the provisions of the escrow instructions which accompany the Bond.

ARTICLE XVI

GENERAL PROVISIONS

16.1 Term. The covenants and restrictions of this Declaration shall run with and bind the Project, and shall inure to the benefit of and be binding on the Association and the Owners, their legal representatives, heirs, grantees, tenants, successors and assigns, subject to this Declaration, for a term of fifty (50) years from the date this Declaration is recorded. Thereafter, this Declaration shall be automatically extended for successive periods of ten (10) years.

16.2 Own
er ’s Compliance. Each Owner, tenant or occupant of a Condominium Unit shall comply with the provisions of this Declaration, and (to the extent they are not in conflict with the Declaration), the Project Documents and the decisions and resolutions of the Association or the Board, as lawfully amended from time to time. Failu re to comply with any such provisions, decisions, or resolutions, shall be grounds for an action to recover all Additional Charges, for damages, for injunctive relief, or to enforce such provisions, decisions or resolutions. All agreements and determinations lawfully made by the Association in accordance with the voting percentages established in the Project Documents shall be deemed to be binding on all Owners, their successors and assigns.

16.3 N
otices . Unless otherwise stated in this Declaration or as allowed by law, any notice permitted or required by the Project Documents may be delivered in any manner set forth in California Civil Code Sections 4040, 4045, 4050 and 4055. If delivery is by mail, it shall be deemed to have been delivered seventy-two (72) hours after a copy of the same has been deposited in the United States mail, first class or registered, postage prepaid, addressed to the person to be notified at the current address given by such person to the Secretary of the Board or addressed to the Condominium Unit of such person if no address has been given to the Secretary.

16.4 N
otice of Transfer. No later than fifteen ( 15) days after the sale or transfer of any Condominium Unit whereby the transferee becomes the Owner thereof, the transferee shall notify the Association in writing of such sale or transfer. Such notice shall set forth: (a) the Condominium Unit involved; (b) the name and address of the transferee and transferor if known; and (c) the date 718

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of sale. Unless and until such notice is given, the Association shall not be required to recognize the transferee for any purpose, and any action taken by the transferor as an Owner may be recognized by the Association. Prior to receipt of any such notification by the Association, any and all communications required or permitted to be given by the Association shall be deemed duly given and made to the transferee if duly and timely made and given to said transferor.

16.5 Delivery of Project Documents to Transferee. Prior to transfer of title to a Condominium Unit, the transferor shall provide to the prospective transferee a copy of the Project Documents, the documents identified in the Dispute Resolution Declaration, and such other documents and information as are required by California Civil Code Sections 4525 and 4535 at the close of escrow, buyer shall be deemed to have all of these documents and shall be bound by them.

16.6 E
asements Reserved and Granted . Any easements appurtenant to a Condominium Unit referred to in this Declaration shall be deemed reserved and/or granted by reference to this Declaration in a deed to said Condominium Unit.

16.7 T ermination of any Responsibilities of Declarant . If Declarant conveys all of its right, title and interest in and to the Project to any partnership, individual or corporation, then and in such event, Declarant shall be relieved of the performance of any further duty or obligation hereunder, and such partnership, individual or corporation shall be obligated to perform all such duties and obligations of the Declarant.

16.8 M
ergers and Consolidations. To the extent permitted by law, the Association may participate in mergers and consolidations with other non- profit organizations organized for the same purposes as this Association, provided that any such merger or consolidation shall be the written consent of all of the Members or the assent by vote of two thirds (⅔) of the Members voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be given to all Members at least thirty (30) days in advance.

16.9 L
imitation of Restriction s on Declarant and Land Banker. Nothing in this Declaration shall be understood or construed to ( a) prevent Declarant or Land Banker , its contractors, or subcontractors from doing on the Project or any Parcel , Condominium Unit or parcel, whatever is reasonably necessary or advisable in connection with completing the Project as proposed; or, ( b) prevent Declarant or Land Banker, or its representatives from erecting, constructing and Maintaining on any part or parts of the Project, such structures as may be reasonable and necessary for the conduct of its business of completing the Project and establishing said Project as a residential community and disposing of the same in Condominium Units by sale, lease, or otherwise; or, (c) prevent Declarant or Land Banker from conducting on any part of the Project its business of completing the Project and of establishing a plan of ownership and of disposing of said Project in Condominium Unit s by sale, lease or otherwise; or, ( d) prevent Declarant or Land Banker from maintaining such sign or signs on any of the Project as may be necessary for the sale, lease or disposition thereof, provided, however, that the maintenance of any such sign shall not unreasonably interfere with the use by any Owner of his/her Parcel , Condominium Unit or the Association Property. The foregoing limitations of the application of the restrictions to Declarant and Land Banker shall terminate upon the sale of Declarant’s or Land Banker’s interests in the Project, or ten (10) years after the close of the first escrow, whichever 719

#2412362v2 -72-
occurs earlier. Any action taken by Declarant and/or Land Banker pursuant to any provision of this Section 16.9 will not unreasonably interfere with the owners ’ rights and use of the Project.

The rights of Land Banker herein shall only exist while it owns any portion of the Project.

16.10 Assignment by Declarant . The rights of Declarant in this Declaration may be assigned by Declarant to any successor to all or any part of Declarant ’s interest in the Project, as developer, by an express assignment incorporated in a recorded deed that transfers any such interest to a successor or to a Mortgagee acquiring Declarant’s interest in the Project by foreclosure or by deed in lieu of foreclosure provided, however, that so long as Land Banker owns any real property subject to this Declaration, Declarant shall not assign any of its rights, powers, authority, obligations, etc., to any other party without the prior written consent of Land Banker. In addition, Declarant shall not execute or consent to the execution or the recordation of any document or writing affecting the Project without the written consent of Land Banker which it may withhold it is absolute discretion for so long as Land Banker owns any portion of the Project.

16.11 S
everability . Should any provision or portion hereof be declared invalid or in conflict with any law of the jurisdiction where this Project is located, the validity of all other provisions and portions hereof shall remain unaffected and in full force and effect.

16.12 E
stoppel Certificate . Within ten (10) days of the mailing or delivery of a written request by any Owner, the Board shall provide the Owner with a written statement containing the following information: (a) whether to the knowledge of the Association, the Owner or the Owner’s Condominium Unit is in violation of any of the provisions of the Project Documents; ( b) the amount of Regular and Special Assessments, including installment payments, paid by the Owner during the fiscal year the request is received; and, (c) the amount of any Assessments levied against the Owner’s Condominium Unit that are unpaid as of the date of the statement, including any Additional Charges, late charges, interest, or cost of collection that as of the date of the statement are or may be made a lien against the Owner ’s Condominium Unit as provided by the Project Documents.

16.13 S
uccessor Statutes . Any reference in the Project Documents to a statute shall be deemed a reference to any amended or successor statute.

16.14 C onflict with Project Documents . If there is a conflict among or between the Project Documents, the provisions of this Declaration shall prevail; thereafter, priority shall be given to Project Documents in the following order: Articles, Bylaws, and Association Rules.

16.15 E
xhibits . All exhibits attached to this Declaration are incorporated by this reference as though fully set forth herein.

16.16 H eadings . The headings used in this Declaration are for convenience only and are not to be used to interpret the meaning of any of the provisions of this Declaration.

16.17 Own er ’s Acknowledgment. Each Owner shall sign an acknowledgment that he/she has received and read the Project Documents.

16.18 C onstruction of Provisions. The provisions of this Declaration shall be liberally construed to effect its purpose of creating a uniform plan for the development and operation of a 720

#2412362v2 -73-
common interest development pursuant to the provisions of the Davis -Stirling Common Interest Development Act, California Civil Code Section 4000, et seq., as may be supplemented, amended and/or superseded.

16.19 Indemnification of City. Declarant, the Owners and the Association each agree to save, defend, indemnify and hold harmless City, and its directors, officers, agents and employees from and against all loss, liability, expenses, damages and costs (including reasonable fees, witness fees, and any other costs and expenses) for any accident, loss or damage to persons or property arising from or related to City's enforcement, or lack thereof, of any of the rights and remedies of City pursuant to this Declaration. Declarant, Owners, and the Association each understand and acknowledge that City is a third-party beneficiary under this Declaration and has the right, but not the obligation, to enforce any of its rights or remedies herein. Nothing in this S ection

16.19 is
intended to and/or shall operate in a manner to affect any otherwise applicable immunity or protection upon which City may be entitled to rely.

Signature(s) and Acknowledgement Page(s) Follow

721

#2412362v2 -74-
[Declarant’s Signature Page to Declaration]

IN WITNESS WHEREOF, the undersigned has executed this Declaration.

Dated: , 20 MERITAGE HOMES OF CALIFORNIA, INC.,
a California corporation,

By:

Name:

Its:

STATE OF CALIFORNIA )
) ss.

COUNTY OF )

On , 20 , before me, ,
Notary Public, 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.

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. 722

#2412362v2 -75-

CONSENT OF LAND BANKER

The undersigned, as the record owner of real property identified on Exhibit A of this “Declaration of Covenants, Conditions and Restrictions for The [Project Title] ” (the “Declaration”), to which this Consent is attached, and the “Seller” under that “Memorandum of Purchase Agreement” between the undersigned and Meritage Homes of California, Inc., a California corporation, do hereby consent to the recordation of the Declaration.

Dated: , 20 MTHCALV-I SANTA ANA STREET, LLC,
a Delaware limited liability company

By: MTHCA LAND VENTURE I LLC,
a Delaware limited liability company,
its Sole Member

By: CALIFORNIA URBAN HOMES, LLC,
a California limited liability company,
its Managing Member

By: MERITAGE HOMES OF
CALIFORNIA, INC.,
a California corporation,
its Sole Member

By:

Name:

Its:

Acknowledgement Page Follows

723

#2412362v2 -76-

STATE OF CALIFORNIA )
) ss.

COUNTY OF )

On , 20 , before me, ,
Notary Public, 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.

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. 724

#2412362v2 EXHIBIT A

EXHIBIT A

DESCRIPTION OF REAL PROPERTY

That certain real property in the City of Costa Mesa, County of Orange, State of California, and described as follows:

Parcels 1 and 2 of “Tract No. 19290,” as shown on a map filed on _____________, 20___, in Book ____ of Maps, at Pages ___ to ___, inclusive, in the Official Records of the Orange County Recorder’s Office, State of California.

725

#2412362v2 EXHIBIT B

EXHIBIT B

MAINTENANCE RESPONSIBILITY CHART

The following represents a non- exclusive list of Improvements to be Maintained either by the Owner or Association. Its purpose is to describe Maintenance responsibilities over certain items where there may be some uncertainty as to the responsible maintaining party. The reference to “HOA” refers to the Association. References to “Unit” shall refer to Condominium Unit.

Improvement Clean Maintain Repair Replace Paint Resurface Repave Interior doors
and hardware
(locks, hinges,
etc.)
Owner Owner Owner Owner Owner N/A N/A
Unit entry door,
hardware and
weather
stripping
Owner Owner Owner Owner HOA
(exterior
surface
only)

N/A N/A
Doorbells N/A Owner Owner Owner N/A N/A N/A
Unit garage
doors, openers,
hardware, and
opening
equipment
Owner Owner Owner Owner HOA
(exterior
surface
only)

N/A N/A
Windows and
window
surfaces of
Units
Owner Owner Owner Owner N/A N/A N/A
Exterior
window frames
of Units

N/A HOA HOA HOA N/A N/A N/A
Sliding glass
doors
Owner Owner Owner Owner N/A N/A N/A
Exterior sliding
glass door
frame of Units

N/A HOA HOA HOA N/A N/A N/A
Exterior light
fixtures
Owner Owner Owner Owner Owner N/A N/A
Exterior light
fixtures on
HOA’s meter

HOA HOA HOA HOA HOA N/A N/A
Light bulb for
address lights

HOA HOA HOA HOA N/A N/A N/A
Address light
fixture

HOA HOA HOA HOA N/A N/A N/A
726

#2412362v2 EXHIBIT B
Improvement Clean Maintain Repair Replace Paint Resurface Repave Electric meter
and water sub-
meter (and
water lines after
it reaches the
sub-meter) that
serves a Unit
Owner Owner Owner Owner N/A N/A N/A
Water and
sewer lines and
pipes in AP

HOA HOA HOA HOA N/A N/A N/A
Utility closet
(for meter
clusters and
other
equipment for
Units)

HOA HOA HOA HOA HOA N/A N/A
Plumbing
systems
(including pipes
in interior
walls)
Owner Owner Owner Owner N/A N/A N/A
Electrical
systems
(including lines
in interior
walls)
N/A Owner Owner Owner N/A N/A N/A
Smoke
detectors and
carbon
monoxide
detectors
Owner Owner Owner Owner N/A N/A N/A
Fire sprinkler
lines and
sprinkler heads
serving the Unit
Owner Owner Owner Owner N/A N/A N/A
Back up battery
for smoke
detectors and
carbon
monoxide
detectors
N/A Owner N/A Owner N/A N/A N/A
Drainage
systems within
Association
Property

HOA HOA HOA HOA N/A N/A N/A
727

#2412362v2 EXHIBIT B
Improvement Clean Maintain Repair Replace Paint Resurface Repave Landscape,
irrigation and
associated
plantings within
Association
Property

HOA HOA HOA HOA N/A N/A N/A
Utility
facilities,
equipment,
lines, pipes,
trenches, and
conduits that
exclusively
service AP

HOA HOA HOA HOA N/A N/A N/A
Cluster
mailboxes
(excluding
locks, keys and
door)

HOA HOA HOA HOA HOA N/A N/A
Foundation for
Buildings

N/A HOA HOA HOA N/A N/A N/A
Balcony, Patio
and Porch
waterproof
membrane of
Units (if any)
Owner Owner HOA HOA HOA N/A N/A
Balcony, Patio
and Porch
structural
components of
Units

N/A HOA HOA HOA HOA N/A N/A
HVAC system,
pad
Owner Owner Owner Owner N/A N/A N/A
Landscape
screening for
HVAC systems

HOA HOA HOA HOA N/A N/A N/A
Offsite
Maintenance
Areas