Laguna Hills City Council
March 22, 2022

LEGAL DESCRIPTION
Real property in the City of Laguna Hills, County of Orange, State of California, described as follows:

PARCEL 1: (APNS: 621-221-02, 621-221-03, 621-221-04, 621-221-05, 621-221-06, 621-221- 07, 621-221-08, 621-221-09, 621-221-10, 621-221-11, 621-221-12, 621-221-13 AND 621- 221-14)
LOTS 1 THROUGH 11 AND LOTS A AND B OF TRACT NO. 18115, IN THE CITY OF LAGUNA

HILLS, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 978, PAGES 1 THROUGH 25 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA.

EXCEPTING THEREFROM THAT PORTION GRANTED TO THE STATE OF CALIFORNIA, DEPARTMENT OF TRANSPORTATION, BY GRANT DEED RECORDED SEPTEMBER 23, 2020 AS INSTRUMENT NO. 2020000519057 OF OFFICIAL RECORDS.

EXCEPTING ½ OF ALL GAS, OIL, HYDROCARBONS, MINERALS AND OTHER SUBSTANCES LYING BELOW A DEPTH OF 500 FEET, BUT WITHOUT THE RIGHT TO ENTER UPON THE SURFACE OR SUBSURFACE OF THE PROPERTY ABOVE A DEPTH OF 500 FEET FOR ANY

PURPOSES WHATSOEVER, AS RESERVED BY FIRST WESTERN BANK AND TRUST COMPANY,

A CORPORATION, WHO ACQUIRED TITLE AS FIRST NATIONAL BANK IN SANTA ANA, A CORPORATION, IN THE DEED RECORDED DECEMBER 04, 1961 IN BOOK 5931, PAGE 586 OF OFFICIAL RECORDS AND RE-RECORDED DECEMBER 11, 1961 IN BOOK 5939, PAGE 534, OF OFFICIAL RECORDS.

PARCEL 2: (APN: 621-051-39)
PARCEL "A" OF LOT LINE ADJUSTMENT LLA 3-16-3493, RECORDED AUGUST 04, 2016 AS INSTRUMENT NO. 2016000360834, OF OFFICIAL RECORDS.

EXCEPTING THEREFROM THAT PORTION DEEDED TO THE STATE OF CALIFORNIA, DEPARTMENT OF TRANSPORTATION, BY GRANT DEED RECORDED SEPTEMBER 23, 2020 AS INSTRUMENT NO. 2020000519056 OF OFFICIAL RECORDS.

PARCEL 3: (APNS: 621-051-38 AND 621-051-41)
PARCEL D OF LOT LINE ADJUSTMENT LLA 3-16-3493, IN THE CITY OF LAGUNA HILLS, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED AUGUST 04, 2016 AS INSTRUMENT NO. 2016000360834, OF OFFICIAL RECORDS.

EXCEPTING THEREFROM THAT PORTION DEEDED TO THE STATE OF CALIFORNIA AS PER GRANT DEED RECORDED SEPTEMBER 23, 2020 AS INSTRUMENT NO. 2020000519038, OF OFFICIAL RECORDS.

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Packet Pg. 108 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills

PARCEL 4: (APN: 621-141-058)
LOT 2 OF TRACT NO. 6106, IN THE CITY OF LAGUNA HILLS, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 232, PAGES 6 THROUGH 10 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM THAT PORTION OF SAID LOT 2 LYING SOUTHEASTERLY AND EASTERLY OF THAT CERTAIN LINE DESCRIBED IN "CONSTRUCTION", "OPERATION AND RECIPROCAL EASEMENTS AGREEMENT" ALSO CALLED "REA" EXECUTED BY ROSSMOOR CORPORATION, A CALIFORNIA CORPORATION AND OTHERS, RECORDED FEBRUARY 29, 1972 IN BOOK 10018, PAGE 325 OF OFFICIAL RECORDS, SAID LINE BEING DESCRIBED AS FOLLOWS; "THENCE LEAVING SAID RIGHT-OF-WAY LINE NORTH 45° 00' 00" EAST 90.81

FEET TO A TANGENT CURVE CONCAVE, NORTHWESTERLY AND HAVING A RADIUS OF

20.00 FEET; THEREON NORTHEASTERLY 14.86 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 42° 34' 35" TO A TANGENT LINE; THENCE NORTH 02° 25' 25" EAST 153.15 FEET; THENCE NORTH 08° 56' 03" WEST 35.54 FEET RADIALLY TO A POINT ON A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1260.00 FEET, AND CURVE BEING CONCENTRIC WITH A SAID CURVE SHOWN ON MAP OF LOT 2 OF TRACT NO. 5061, AS SHOWN ON A MAP RECORDED IN BOOK 183, PAGE 4 OF MISCELLANEOUS MAPS OF ORANGE COUNTY, AS HAVING A RADIUS OF 1252.00 FEET AND BEING THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF IMPROVEMENTS OF EL TORO ROAD."

ALSO EXCEPTING THEREFROM THAT PORTION OF SAID LAND CONVEYED TO THE CITY OF

LAGUNA HILLS, A CALIFORNIA MUNICIPAL CORPORATION, MORE PARTICULARLY DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED AUGUST 18, 2006 AS INSTRUMENT NO. 2006000554765 OF OFFICIAL RECORDS.

EXCEPTING ½ OF ALL GAS, OIL, HYDROCARBON, MINERALS AND OTHER SUBSTANCES LYING BELOW A DEPTH OF 500 FEET, BUT WITHOUT THE RIGHT TO ENTER UPON THE SURFACE OR SUBSURFACE OF THE PROPERTY ABOVE A DEPTH OF 500 FEET FOR ANY

PURPOSE WHATSOEVER, AS RESERVED BY FIRST WESTERN BANK AND TRUST COMPANY, A

CORPORATION, WHO ACQUIRED TITLE AS FIRST NATIONAL BANK IN SANTA ANA, A CORPORATION, IN THE DEED RECORDED DECEMBER 04, 1961 IN BOOK 5931, PAGE 586 OF OFFICIAL RECORDS AND RE-RECORDED DECEMBER 11, 1961 IN BOOK 5939, PAGE 534 OF OFFICIAL RECORDS.
_____________________________ __3-16-2021_________
PATRICK A. MCMICHAEL, L.S. 6187 DATE

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Packet Pg. 109 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills 19-MAR-2021 15:03
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6 INSTR. NO. 2020000519038, O.R.

PER DEED REC'D 9-23-2020 AS
EXCEPTION PARCEL 3
INSTR. NO. 2020000519057, O.R.

DEED REC'D 9-23-2020 AS
EXCEPTION PARCEL 1 PER
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NO.

18115

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VALENCIA
LOT A
2 11
7 10
9 1
6 3
4 5
8 2

PARCEL D
300 150 0 300 600 900
GRAPHIC SCALE 1" = 300'
DOC. NO. 2016000360834
LLA 3-16-3493
TRACT
NO . 6106
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ROSSMOOR CALLE DE LA LOUISA (PRIVATE STREET)

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BOUNDARY EXHIBIT

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PARCEL 3
PARCEL 2
PARCEL 1
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INSTR. NO. 2020000519056, O.R.

PER DEED REC'D 9-23-2020 AS
EXCEPTION PARCEL 2

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Packet Pg. 110 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Exhibit B-1
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EXHIBIT B

DEVELOPMENT FEES
Public Park In-lieu Fees
Amount of Fee. Owner hereby agrees that Chapter 8-06 of the Laguna Hills Municipal Code pertaining to park dedication and in-lieu fee requirements shall apply to the Project, regardless of whether Owner proposes a subdivision map for each Residential Building. Accordingly, as part of the Development Fees applicable to the Project pursuant to this Development Agreement, Owner hereby agrees to, and shall, pay City a public park in-lieu fee of Fifteen Thousand Six Hundred Thirty Six Dollars ($15,636.00) for each residential unit constructed as part of the Project, which amount the Parties agree is the applicable per dwelling unit fee calculated pursuant to Chapter 8-06 of the Laguna Hills Municipal Code.

Nonrefundable Guaranteed Fees. As material consideration for City’s entering into this Development Agreement, the Owner expressly agrees that, except as provided in Subsection

10.5.8 and Section 17.4 of this Development Agreement, notwithstanding any provision of Chapters 8-06 or 8-07 of the Laguna Hills Municipal Code, the Quimby Act, or other provisions of law, Eighteen Million One Hundred Sixty Nine Thousand Thirty Two Dollars ($18,169,032), which represents an amount equal to the Public Park In-lieu Fees attributable to the first one thousand one hundred sixty two (1,162) residential units anticipated to be Developed by Owner, shall be nonrefundable, and must be paid to City even if no or less than one thousand one hundred sixty two (1,162) residential units are actually constructed. Owner agrees to pay these nonrefundable fees at the times set forth in Section 10.3.3 and Exhibits B and D of this Development Agreement. To the extent any portion of said fees are paid prior to the issuance of a vertical building permit for the Residential Building containing any residential unit to which the fees apply pursuant to Subsections 10.3.3 (A)-(E) of this Development Agreement, such portion shall constitute Community Benefit Fees when paid, subject to Section 10.5.4, but shall be credited and applied to reduce the amount of the Public Park In-lieu Fee due at the time of issuance of a vertical building permit for the Residential Building containing said residential unit, provided a vertical building permit is issued for the Residential Building containing the residential unit during the Term of this Development Agreement and such building permit is not revoked and does not expire. No portion of the nonrefundable, guaranteed fees that are paid or owed pursuant to Section

10.3 of the Development Agreement shall be credited or applied to any residential units on the Property for which a vertical building permit is issued after the expiration or termination of this Development Agreement. Said payments shall be subject to Section 10.5.4 of this Development Agreement, and Owner expressly agrees that these payments shall be nonrefundable, and that the City may retain and expend that portion, if any, of such nonrefundable fees that are paid by Owner to City, which are attributable to residential units which are not actually constructed, or which City would otherwise be required to refund to Owner or other record owners of the Property pursuant to Chapters 8-06 or 8-07 of the Laguna Hills Municipal Code, the Quimby Act, or any other provision of law. Notwithstanding any other provision of this Development Agreement, to the extent, and for the period, necessary to implement the provisions hereof, Section 10.3.2 of the Development Agreement shall survive termination of this Development Agreement and remain

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Packet Pg. 111 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills Exhibit B-2
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enforceable and executory by the Parties notwithstanding termination of the remainder of this Development Agreement.

Timing of Payment of Public Park In-lieu Fees and/or Community Benefit Fees that may be deemed Credits Against Public Park In-lieu Fees. Notwithstanding any provision of Chapters 8- 06 or 8-07 of the Laguna Hills Municipal Code, the Quimby Act, or other law, the Parties expressly agree that the Public Park In-lieu Fees attributable to the residential units constructed, or anticipated to be constructed, as part of the Project, shall be paid in the amounts and at the times specified below:
(A) Owner shall pay City Two Million Dollars ($2,000,000) on or before the date that is ninety (90) days after the Development Agreement Date (Exhibit D, Milestone One). This payment shall be subject to Section 10.3.2 of this Development Agreement and Owner’s obligation to make this payment by the date set forth herein shall not be subject to extension pursuant to the provisions of Section 22.1 (Excusable Delay) of this Development Agreement, except as otherwise expressly provided in Subsection 22.1.4 (Deferral of Payment of Public Park In-lieu Fees During Pendency of Litigation Delay).
(B) Owner shall pay City Two Million Dollars ($2,000,000) on or before the earlier of the following two dates: (i) the date the City issues a vertical building permit for Retail Buildings, or any new Office Buildings; or (ii) the date that is four (4) years after the Development Agreement Date (Exhibit D, Milestone Four). This payment shall be subject to Section 10.3.2 of this Development Agreement and Owner’s obligation to make this payment by the date set forth herein shall not be subject to extension pursuant to the provisions of Section 22.1 (Excusable Delay) of this Development Agreement, except as otherwise expressly provided in Subsection 22.1.4 (Deferral of Payment of Public Park In-lieu Fees During Pendency of Litigation Delay). (C) Owner shall pay City Two Million Dollars ($2,000,000) on or before the earlier of the following two dates: (i) the date the City issues the first certificate of occupancy for any Retail Buildings, or any Office Buildings; or (ii) the date that is seven (7) years after this Development Agreement Date (Exhibit D, Milestone Six). This payment shall be subject to Section 10.3.2 of this Development Agreement and Owner’s obligation to make this payment by the date set forth herein shall not be subject to extension pursuant to the provisions of Section 22.1 (Excusable Delay) of this Development Agreement, except as otherwise expressly provided in Subsection

22.1.4 (Deferral of Payment of Public Park In-lieu Fees During Pendency of Litigation Delay). (D) Owner shall pay City Six Million Five Hundred Seventy-One Thousand Three Hundred Forty Four Dollars ($6,571,344) in increments at the following times: (i) Eight Thousand One Hundred Seventy Three Dollars ($8,173)1 per unit for each of the first 804 residential units prior to the issuance of a vertical building permit for the Residential Building containing the residential unit; and (ii) the remaining balance, if any, on or before the date that is seven (7) years after this Development Agreement Date (Exhibit D, Milestone Six). This payment shall be subject to Section 10.3.2 of this Development Agreement and Owner’s obligation to make this payment by the date set forth herein shall not be subject to extension pursuant to the provisions of Section

22.1 (Excusable Delay) of this Development Agreement, except as otherwise expressly provided

1 This amount is calculated as follows: [($15,636 per unit X 804 units) – ($6,000,000)] / 804 units.

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Packet Pg. 112 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills Exhibit B-3
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in Subsection 22.1.4 (Deferral of Payment of Public Park In-lieu Fees During Pendency of Litigation Delay). The Parties acknowledge and agree that the amount of the Public Park In-Lieu Fees applicable to the first 804 residential units that are required to be paid pursuant to Subsection

10.3.3(D) of this Development Agreement have been reduced to reflect the three payments of Two Million Dollars ($2,000,000) required pursuant to Subsections 10.3.3 (A)-(C) of the Development Agreement.
(E) Owner shall pay City Five Million Five Hundred Ninety-Seven Thousand Six Hundred Eighty Eight Dollars ($5,597,688) in increments at the following times: (i) Fifteen Thousand Six Hundred Thirty Six Dollars ($15,636) per for each of the next 358 units2 residential units prior to the issuance of a vertical building permit for the Residential Building containing the residential unit; and (ii) the remaining balance, if any, on or before the date that is fifteen (15) years after the Development Agreement Date (Exhibit D, Milestone Nine). This payment shall be subject to Section 10.3.2 of this Development Agreement and Owner’s obligation to make this payment by the date set forth herein shall not be subject to extension pursuant to the provisions of Section 22.1 (Excusable Delay) of this Development Agreement. (F) Owner shall pay City Fifteen Thousand Six Hundred Thirty-Six Dollars ($15,636) per unit for each additional residential unit Owner Develops as part of the Project after the 1,162nd residential unit, prior to the issuance of a vertical building permit for the Residential Building containing the residential unit.

The Parties expressly acknowledge and agree that the Public Park In-lieu Fee payment obligations set forth in Section 10.3 of this Development Agreement may be assumed, in whole or in part, by a residential developer or other person or entity that purchases a portion of the Property on which a Residential Building is designated to be Developed, and agrees to assume such payment obligations in accordance with to the provisions of Section 21 of this Development Agreement (Assignment).

Public Art / Public Art In-Lieu Fees
Owner shall furnish Public Art in connection with the Project, and/or pay a Public Art In-lieu Fee, pursuant to the terms of the Development Agreement (“Owner’s Public Art Obligation”). Pursuant to the Specific Plan, the minimum aggregate value of Owner’s Public Art Obligation shall be onehalf percent (0.5%) of the total aggregate construction costs of the Project, which shall be based on the valuation as determined by the City’s Community Development Director and indicated on the building applications submitted in order to obtain permits for construction of the Project. The Parties agree that (a) Six Hundred Fifty Thousand Dollars ($650,000) of Owner’s Public Art Obligation shall be satisfied by the Three Hundred Thousand Dollar ($300,000) credit and Three Hundred Fifty Thousand Dollar ($350,000) nonrefundable advance described in Section 10.4 of the Development Agreement, and (b) that portion of Owner’s Public Art Obligation that exceeds Six Hundred Fifty Thousand Dollars ($650,000) must be satisfied through the provision of actual Public Art on the Property, as approved by the City, and may not be satisfied through contribution to the City’s Public Art In-Lieu Fund. Allowable expenses, construction and material standards, and general location restrictions for all Public Art shall be as set forth in the “Public Art” provisions

2 This amount applies to the 805th residential unit through the 1,162nd residential unit.

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Packet Pg. 113 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills Exhibit B-4
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of Section V, at pages 39-40, of the Specific Plan. The Parties understand and agree that the City shall have the right to approve, in advance, the proposed type, size, art medium, location, and content of all Public Art. The procedures, timing, and requirements for preparation, submittal, review, and approval of plans and specifications for all Public Art shall be as specified in Exhibit H to the Development Agreement.

Credit. The City acknowledges and agrees that Owner paid a Public Art In-lieu Fee to the City the amount of Three Hundred Thousand Dollars ($300,000) for improvements authorized by the 2016 Five Lagunas Entitlements that were ultimately not constructed. Accordingly, the City agrees it will credit this payment towards Owner’s Public Art Obligation for the Project.

Nonrefundable Advance. Notwithstanding any provision of the Specific Plan, the Mitigation Fee Act, or other provisions of State law, the Parties expressly agree that Owner shall pay City a nonrefundable Public Art In-lieu Fee in the amount of Three Hundred Fifty Thousand Dollars ($350,000), in advance, on or before the date that is ninety (90) days after the Development Agreement Date. Owner’s obligation to make this payment by the date set forth herein shall not be subject to extension pursuant to the provisions of Section 22.1 (Excusable Delay) of this Development Agreement. The City shall credit this payment against Owner’s Public Art Obligation for the Project. However, said payment shall be subject to the provisions of Section

10.5.3 of this Development Agreement and Owner expressly agrees that this payment shall be nonrefundable to Owner, and that the City may retain and expend such payment, even if Owner’s Public Art Obligation for the Project is less than Three Hundred Fifty Thousand Dollars ($350,000). Owner acknowledges and agrees that the Three Hundred Thousand Dollar ($300,000) credit provided for in Subsection 10.4.1 of the Development Agreement shall not be applied to reduce Owner’s obligation to pay the nonrefundable guaranteed fee required by Subsection 10.4.2 of the Development Agreement. Notwithstanding any other provision of this Development Agreement, to the extent, and for the period, necessary to implement the provisions hereof, Section

10.4.2 of this Development Agreement shall survive termination of this Development Agreement and remain enforceable and executory by the Parties notwithstanding termination of the remainder of this Development Agreement.

Traffic Impact Mitigation Fees
The Project, as initially approved pursuant to the Existing Development Approvals, does not trigger payment of the traffic impact mitigation fee in accordance with Chapter 9-102 of the Laguna Hills Municipal Code. If, however, there are future amendments or modifications to the Project, prior to issuance of any building permits, the Owner shall, pursuant to Chapter 9-102, pay a traffic impact mitigation fee, if applicable.

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Packet Pg. 114 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills Exhibit C
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EXHIBIT C

PROJECT SITE PLAN (AT FULL BUILD-OUT)

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Packet Pg. 115 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills Exhibit C
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Packet Pg. 116
Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Exhibit C
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Packet Pg. 117
Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Exhibit D-1
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EXHIBIT D

DEVELOPMENT AGREEMENT MILESTONES
Milestone Outside Date Nature of Obligation Subject to
Excusable
Delay?
Milestone One 90 Days From
Development Agreement
Date
Owner shall have submitted the
following Fees to the City:
 Public Art In-lieu Fee
Advance Payment of $350,000
(§10.4.2)
 1st Nonrefundable Public Park
In-lieu Fee Payment of
$2,000,000 (§10.3.3(A))1
 1st Nonrefundable Community
Benefit Fee Payment of
$1,113,533 (§10.5.1(A))
No
Milestone Two 15 Months from
Development Agreement
Date
Owner shall have submitted the
following Fees to the City:
 2nd Nonrefundable
Community Benefit Fee
Payment of $1,113,533
(§10.5.1(B))
No
Milestone Three 18 Months from
Development Agreement
Date
Owner shall have submitted a
complete application for a Final
Map for those parcels on which the
Village Park, the Hotel, Retail
Buildings containing at least one
hundred forty thousand (140,000)
square feet of space, and at least
two (2) Residential Buildings for
Phase One shall be Developed
(§5.4.1(A))
Yes

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Packet Pg. 118 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills Exhibit D-2
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Milestone Outside Date Nature of Obligation Subject to
Excusable
Delay?
Milestone Four 4 Years (48 Months) from
Development Agreement
Date
Owner shall have submitted the
following Fees to the City:
 2nd Nonrefundable Public Park
In-lieu Fee Payment of
$2,000,000 (§10.3.3(B))1
No
Milestone Five 4.5 Years (54 Months)
from Development
Agreement Date
Owner shall have submitted a
complete application for a building
permit for vertical construction of
at least one Phase One building
(§5.4.1(B))
Yes
Milestone Six 7 Years from Development
Agreement Date
Owner shall have Completed
Construction of all required Phase
One Components (§5.4.1(C))
___________________________
Owner shall have submitted the
following Fees to the City:
 3rd Nonrefundable Public Park
In-lieu Fee Payment of
$2,000,000 (§10.3.3(C))1
 Entire Remaining Balance, if
any, of $6,571,344 in
Nonrefundable Public Park Inlieu Fees attributable to first 804 residential units
(§10.3.3(D))1
 In the event Owner has not
Completed Construction of the
Hotel, an additional
Community Benefit Fee of
$500,000 (§10.5.2)
Yes
_____________
No

1 Owner’s obligation to make this nonrefundable guaranteed fee payment is not subject to Excusable Delay; however, Owner may defer payment of this fee during the pendency of Litigation Delay pursuant to Subsection 22.1.4 (Deferral of Payment of Public Park In-lieu Fees During Pendency of Litigation Delay) of the Development Agreement.

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Packet Pg. 119 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills Exhibit D-3
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Milestone Outside Date Nature of Obligation Subject to
Excusable
Delay?
Milestone
Seven
5 Years from Date of
City’s issuance of the final
certificate of occupancy
for the Retail Buildings
and Residential Buildings
required to Developed as
part of Phase One pursuant
to §§ 5.4.1(C) (ii), (iv), and
(v)
Owner shall have recorded a Final
Map approved by the City for
those parcels on which the Retail
Buildings and Residential
Buildings for Phase Two required
to be completed pursuant to
Section 5.4.2(B) shall be
Developed (§5.4.2(A))
_________________________
Owner shall have obtained
building permits for the vertical
construction of the required Retail
Buildings and Residential
Buildings for Phase Two
(§5.4.2(A))
Yes
_____________
Yes
Milestone Eight 15 Years from
Development Agreement
Date (End of Initial Term)
Owner shall have submitted the
following Fees to the City:
 Entire Remaining Balance, if
any, of $5,597,688 in
Nonrefundable Public Park Inlieu Fees attributable to the 805th residential unit through
the 1,162nd residential unit
(§10.3.3(E))
No

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Packet Pg. 120 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills Exhibit D-4
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Milestone Outside Date Nature of Obligation Subject to
Excusable
Delay?
Milestone Nine 20 Years from
Development Agreement
Date (End of Extended
Term)2
Owner shall have Completed
Construction of all required Phase
Two Components (§5.4.2(B))
____________________________
Owner shall have Commenced
Construction of any Retail
Building, Office Building, Parking
Structure, and/or Residential
Building it did not Develop as part
of Phase One or Phase Two but
that it intends to Develop in
Subsequent Phases (§5.4.3(D))
Yes
_____________
Yes
In addition to those Milestones identified in the above table, Owner is required pursuant to Section 10.5.1(C) to pay City Two Million Five Hundred Thousand Dollars ($2,500,000) in five (5) installments of Five Hundred Thousand Dollars ($500,000) each to be paid to City on the first, second, third, fourth, and fifth anniversaries of the Development Agreement Date. Owner is also required, pursuant to Section 10.5.7, to pay the City the sum of Two Million Dollars ($2,000,000) as a condition precedent to the issuance of building permits for Residential Building IV.

2 Pursuant to Section 2.2. of the Development Agreement, the initial 15-year Term shall be automatically extended for an additional five (5) years if, prior to expiration of the initial Term, Owner has Completed Construction of all required portions of Phase One of the Project set forth in Section 5.4.1(C) and has obtained building permits for the vertical construction of the required Retail Buildings and Residential Buildings for Phase Two set forth in Section

5.4.2(B). If the Term has not been extended 5 years pursuant to Section 2.2 of the Development Agreement, the obligations set forth in Milestone Nine must be completed by Milestone Eight.

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Packet Pg. 121 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills Exhibit E-1
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EXHIBIT E

ALL REQUIRED PUBLIC IMPROVEMENTS

1. Provision of Bus Stops on Calle de la Louisa. Prior to the construction of street improvements on Calle de la Louisa, Owner shall work with the Orange County Transportation Authority (OCTA) and provide bus stops along Calle de la Louisa, as requested by OCTA or City. Bus stop locations for OCTA facilities shall be constructed in accordance with the OCTA standards. Owner shall provide bus stop furniture to the reasonable satisfaction of the City’s Community Development Director and Public Services Director to include, but not be limited to, benches, trash receptacles and shade opportunities that shall be maintained by the Owner.

2. Construction of Perimeter Entrance Feature at Southwest Corner of El Toro Road and Avenida de la Carlota. Prior to the issuance of the first building shell final or certificate of occupancy for new buildings in the El Toro Pad District, the Owner shall design and construct a Perimeter Entry Feature for the southwest corner of El Toro Road and Avenida de la Carlota and on the second entry drive southbound on Avenida de la Carlota as shown on Figures 21 and 25 of the Specific Plan. Ledgestone used for the project shall be Bear Canyon ledgestone, or equivalent.

Ledgestone shall be installed in a dry-stack application (no visible mortar joints). Construction plans shall denote the approved material. Plans are subject to the review and reasonable approval of the City’s Community Development Director and Public Services Director.

3. Alignment of Intersection of Health Center Drive at Calle de la Louisa. The intersection of Health Center Drive at Calle de la Louisa shall be modified to directly align the centerline of Health Center Drive on either side of Calle de la Louisa, taking into account the existing median island on the westerly side of the intersection, and include one westerly bound left turn lane and one westerly bound through/right turn lane, each with a minimum 100’ lane length, not including transitions, to the reasonable satisfaction of the City’s Public Services Director.

4. Payment for Debris Gates and Full Trash Capture Devices. Prior to the issuance of the first grading permit, Owner shall pay the City the full cost to purchase and install new debris gates and full capture trash screens to fit into existing catch basins, for all existing catch basin inlets serving Avenida de la Carlota and El Toro Road along the frontage of the Project, as determined by the reasonable discretion of the City’s Public Services Director, to include the following:
a. Catch Basin #97 located on the southerly side of El Toro Road approximately 152’ westerly of the centerline of Avenida de la Carlota.
b. Catch Basin #61 located on the westerly side of Avenida de la Carlota approximately 709’ southerly of the centerline of Plaza Lane / Project Driveway (private street intersection).
c. Catch Basin #178 located on the westerly side of Avenida de la Carlota approximately 448’ northerly of the centerline of Oakbrook Village (private street intersection).

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5. Installation of New Traffic Signal at Intersection of Avenida de la Carlota and Health Center Drive. Prior to the issuance of the third certificate of occupancy for any combination of three Residential and/or Office Buildings (i.e., three Residential Buildings, two Residential Buildings and one Office Building, three Office Buildings, etc.), Owner shall prepare a current traffic signal warrant analysis following the procedures in the Caltrans Traffic Manual for the proposed new traffic signal at the intersection of Avenida de la Carlota and the extension of Health Center Drive (Intersection 35 referenced in the Traffic Impact Analysis dated September 1, 2020, in Section 6.0 Site Access) and submit it for review and approval by the City’s Director of Public Services. If the traffic signal has not yet met warrants, Owner shall repeat the Traffic Signal Warrant Analysis upon the issuance of the certificate of occupancy for each additional Residential or Office Building. If the traffic signal is deemed to be warranted, within six months of said warrant analysis approval, Owner shall prepare the design of the traffic signal by a State of California licensed / registered civil engineer or traffic engineer and submit the plans to the City’s Director of Public Services for review and approval.

Within six months of the approval of said traffic signal design, the Applicant shall construct and install said traffic signal and all ancillary improvements and equipment to the reasonable satisfaction of the City’s Director of Public Services. The design of the traffic signal shall be to the standards of the City of Laguna Hills and Caltrans Standard Plans and Specifications and shall include, but not be limited to, City required LED illuminated street name signs, hard wire fiber optic interconnection and communication equipment to all adjacent traffic signals, City selected traffic signal controller, City selected video detection equipment, City selected emergency vehicle preemption equipment, ADA accessibility improvements, and any other necessary ancillary improvements as determined by the City’s Public Services Director.

Owner shall provide the City the full cost to purchase the traffic signal controller, video detection equipment and emergency vehicle preemption equipment in advance of Owner’s proposed construction. The schedule for the installation of said signal shall be subject to the reasonable discretion of the City’s Public Services Director. Prior to the completion of construction of the Traffic Signal, if needed, Owner shall dedicate a traffic signal maintenance easement to the City for any traffic signal equipment located on the Property.

6. Payment for Installation of New Traffic Signal at Intersection of Paseo de Valencia at Called de los Caballeros. Prior to the issuance of the final certificate of occupancy for the fourth Residential Building, Owner shall cause a traffic signal warrant analysis to be performed by a State of California licensed / registered civil engineer or traffic engineer to determine if the intersection of Paseo de Valencia at Calle de los Caballeros should be converted to a fully operational intersection and be provided with a traffic signal. If said warrant analysis does not meet at least one warrant by this initial analysis, the warrant analysis shall be repeated prior to the issuance of the final certificate of occupancy for the final Residential Building and be submitted to the City’s Public Services Director for review. If the traffic signal is now warranted, the City will reasonably evaluate if alternative traffic controls, other than a traffic signal, can be implemented to address the traffic conditions. However, if as reasonably determined by the City’s Public Services Director the traffic signal is appropriate to address the traffic conditions, Owner shall contribute a pro-rata share of funding for the full cost of the design and construction of said signal and related ancillary improvements and equipment, including, but not be limited to, City required LED illuminated street name signs, hard wire fiber optic interconnection and communication equipment to all adjacent traffic signals, City

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selected traffic signal controller, City selected video detection equipment, City selected emergency vehicle preemption equipment, ADA accessibility improvements, and any other necessary ancillary improvements as determined by the City’s Public Services Director. Prior to the issuance of any further certificates of occupancy, Owner shall deposit with the City an amount equal to the Project’s pro-rata share of traffic contribution to the intersection of the cost of such design and construction, as reasonably determined by the City’s Public Services Director. In the event the Project’s pro-rata share of the full documented cost to design, construct, and install the signal and related improvements and equipment exceeds the amount of the deposit, Owner shall pay City the difference within thirty (30) days of written request by City. In the event the Project’s pro-rata share of the full documented cost to design, construct, and install the signal and related improvements and equipment is less than the amount of the deposit, City shall refund Owner the difference within thirty (30) days after completion of the construction and installation of the signal and all related improvements and equipment, as evidenced by a notice of completion issued by the City.

7. Payment for Vehicular Video Detection Equipment for Retrofit of Avenida de la Carlota. As reasonably determined by the City’s Public Services Director, Owner shall be responsible for funding, in advance, the full cost of the purchase and installation by City of specified vehicular video detection equipment for retrofit of the Avenida de la Carlota at Plaza Lane / Project Driveway traffic signal in accordance with City standards. Owner shall provide the City the full cost to purchase and install the equipment, prior to the issuance of the first certificate of occupancy for any building within the El Toro Pad District.

8. Payment for Replacement of Existing Illuminated Street Name Signs. As reasonably determined by the City’s Public Services Director, Owner shall fund, in advance, the full cost of the replacement of the existing illuminated street name signs on existing traffic signals to match the new street name designations serving access to the Property. Such illuminated street name signs shall be replaced with LED illuminated street name signs as selected by City.

Owner shall provide the City the full cost to purchase and install the signs, as determined in the reasonable discretion of the City’s Public Services Director, prior to the issuance of the first certificate of occupancy for any building within the El Toro Pad District.

9. Payment for Replacement of City Wayfinding Signage. Owner shall be responsible for funding, in advance, the full cost of replacement of any City Wayfinding signage to be modified from “Laguna Hills Mall” to “Village at Laguna Hills”, or any other City approved Project name, at any location at which the name change is required. Owner shall deposit with the City an amount equal to the full cost to manufacture and install all such signs, as reasonably determined by the City’s Public Services Director. In the event the full documented cost to manufacture and install said signs exceeds the amount of the deposit, Owner shall pay City the difference within thirty (30) days of a written request by City. In the event the full documented cost to manufacture and install said signs is less than the amount of the deposit, City shall refund Owner the difference within thirty (30) days after installation of the last such sign.

Owner’s deposit shall be made prior to the issuance of the first certificate of occupancy for any building located within the El Toro Pad District.

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10. Construction of Enhanced Parkway Improvements and Dedication of Landscape/Pedestrian Access Easement Along Avenida de la Carlota, From El Toro Road to Plaza Lane. Prior to the issuance of the first certificate of occupancy for any building within the El Toro Pad District, or one year from the State’s substantial completion of the westerly widening of Avenida de la Carlota associated with the Interstate 5 Segment 3 project, as reasonably determined by the City’s Public Services Director, whichever occurs first, Owner shall construct the enhanced parkway along Avenida de la Carlota, from El Toro Road to Plaza Lane / Project Driveway, consistent with the Specific Plan, to the City’s standards and specifications.

The construction of these improvements shall include, as needed, the construction of retaining walls and pedestrian barriers at the top of the retaining wall and the modification, relocation and/or addition of Southern California Edison (SCE) street lighting, including the payment of fees to SCE. The construction of these improvements shall maintain the current Orange County Transportation Authority (OCTA) bus stop within the limits of this work. Owner shall dedicate a landscape and/or pedestrian access easement to the City for any area described herein not already included within the public right of way by an instrument in a form acceptable to the City’s Public Services Director and City Attorney. The electrical meter and water meters serving the landscape areas described herein shall be separated from any other Project landscaping. The enhanced parkway improvements shall be designed and constructed to the reasonable satisfaction of the City’s Community Development Director and Public Services Director and shall be maintained for the life of the Project by Owner in a first class condition similar to the condition on the completion of the original construction and/or installation, reasonable wear and tear excepted, and in a manner and condition consistent with similarly situated developments in the Specific Plan area, as reasonably determined by the City’s Public Services Director.

11. Construction of Enhanced Parkway Improvements and Dedication of Landscape/Pedestrian Access Easement Along Avenida de la Carlota, From Plaza Lane to Southern Project Boundary. Prior to (a) the issuance of the first Office Building certificate of occupancy, or (b) one year of the State’s substantial completion of the westerly widening of Avenida de la Carlota associated with the Interstate 5 Segment 3 project, or (c) the completion of the required components of Phase One, whichever occurs first, as reasonably determined by the City’s Public Services Director, Owner shall construct the enhanced parkway along the westerly side of Avenida de la Carlota from Plaza Lane / Project Driveway to the southern Project boundary, consisting of a new five (5) foot, six (6) inch wide landscaped area adjacent to the curb and a new six (6) foot wide sidewalk area adjacent to the landscaped area, including the modification, relocation and/or addition of Southern California Edison (SCE) street lighting to the reasonable satisfaction of the City’s Public Services Director, including the payment of fees to SCE, within the public right of way, to the City’s standards and specifications. Owner shall dedicate a landscape and/or pedestrian access easement to the City for any area described herein not already included within the public right of way, by an instrument in a form acceptable to the City’s Public Services Director and City Attorney. The electrical meter and water meters serving the landscaping areas described herein shall be separate from any other Project improvements. The enhanced parkway improvements shall be designed and constructed to the reasonable satisfaction of the City’s Community Development Director and Public Services Director and shall be maintained for the life of the Project by Owner in a first class condition similar to the condition on the completion of the original construction and/or installation,

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reasonable wear and tear excepted, and in a manner and condition consistent with similarly situated developments in the Specific Plan area, as reasonably determined by the City’s Public Services Director. In consideration of the existing driveway to/from Avenida de la Carlota (located approximately 300 feet from the south property line) within the Southern Office District being utilized for interim access to the Project, the enhanced parkway improvements impacting the driveway can be deferred until said driveway is removed from service. In addition, the enhanced parkway improvements at the intersection of Avenida de la Carlota and Calle de los Caballeros can be deferred until such time as the intersection is improved as required by any Project condition of approval requiring the construction of the Site Improvements in the Southern Residential District.

12. Construction / Reconstruction of Project Entrances Along Avenida de la Carlotta. All of the existing and new Project entrances to the Property along Avenida De La Carlota shall be reconstructed/constructed such that they are at 90 degrees to the centerline of Avenida de la Carlota and shall be brought up to current ADA ramp and sidewalk standards to the reasonable satisfaction of the City’s Public Services Director, utilizing Armor Tile blue cast-in-place detectable warning surfaces at ramps.

13. Construction of Asphalt Concrete Overlay on Avenida de la Carlota, From El Toro Road to Southerly Project Boundary. Within one-year of the completion of the Avenida de la Carlota enhanced parkway improvements described in Paragraphs 10 and 11, above, Owner shall design and construct a 0.15 foot asphalt concrete overlay over the entire width of Avenida de la Carlota, from El Toro Road to the southerly Property boundary. Said design shall include removal and replacement of deteriorated pavement, crack sealing, cold-planing, the pavement overlay, striping and advance traffic signal loop detector replacements as designed by a State of California registered / licensed civil engineer to the reasonable satisfaction of the City’s Public Services Director. Owner may, at its option, fund the full cost necessary for the City to perform this work. The terms for payment to City for performance of the work shall be within the reasonable discretion of the City’s Public Services Director. Upon completion of the asphalt concrete overlay described herein, no further utility excavations or storm drain modifications shall be allowed within Avenida de la Carlota for a period of five years.

Notwithstanding this five-year limitation on excavations, if there is no alternative to a critically necessary excavation as reasonably determined by the City’s Director of Public Services, Owner shall construct and implement enhanced pavement repairs to restore the like new condition of the pavement following completion of the excavation. The enhanced pavement repairs shall, at a minimum, consist of the cold plane of 0.17 foot asphalt concrete for a total distance of 100 feet, 50 feet beyond either side of the excavation location, from curb to the closest full lane width of the excavation location to the reasonable satisfaction of the City’s Director of Public Services.

14. Upgrade of Adjacent Public Sidewalks, Ramps, and Related Facilities to Current ADA Standards. For every grading permit requested, prior to the issuance of said permit, Owner shall provide an Americans with Disabilities Act (ADA) accessibility review for compliance with all applicable state and federal accessibility statutes, regulations and standards to the reasonable satisfaction of the City’s Public Services Director. In addition, the accessibility review shall depict compliance with California Disabled Accessibility requirements as

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required by Chapter 11 of the California Building Code (as may be amended, or the applicable California Building Code in effect at the time of a request for building permit application).

The accessibility review shall include all existing and future public and private sidewalks, walkways, pathways, access ramps hand rails and all other ADA regulated facilities for the area of the Property for which a grading permit is requested. The public streets to be included in this review are the southerly side of El Toro Road and the westerly side of Avenida de la Carlota coincident with all the Project boundaries. The report shall be prepared by a professional whose expertise lies in the field and shall include an implementation plan to correct all deficiencies noted as approved by the City’s Public Services Director and Community Development Director. Owner shall install, construct or reconstruct to the City’s standards and reasonable satisfaction of the City’s Public Services Director any existing public and private facilities identified in the accessibility review that are not in compliance with ADA standards, prior to the issuance of any certificate of occupancy. In complying with this condition, Owner may prepare a “CASp Masterplan” subject to the review and approval of the City’s Community Development Director and Public Services Director. The Directors shall refer to the CASp Masterplan to determine the extent of existing improvements to be protected in place during construction that should be modified to join with new ADA improvements.

Accessibility improvements which are the subject of a grading or building permit shall be constructed and installed prior to grading plan close out, issuance of a building shell final, or certificate of occupancy for a tenant improvement (depending on the type of permit requested by Owner).

15. Reconstruction of El Toro Road Bus Stop. Prior to the issuance of the first certificate of occupancy for the third Residential Building or the first certificate of occupancy for the first Office Building, Owner shall reconstruct the OCTA El Toro Road Bus Stop, on the southerly side of El Toro Road easterly of Paseo de Valencia, to accommodate future projected ridership needs based on full Project buildout, to the reasonable satisfaction of the Public Services Director and OCTA, inclusive of street furniture, benches, waste receptacles, bicycle racks, shade structure, lighting and landscaping.

16. Funding and/or Construction of Other Public Improvements Required by Existing Land Use Regulations and Existing Development Approvals. Owner shall fund and/or construct any and all other public improvements required to be funded or constructed pursuant to the Existing Land Use Regulations and the conditions of approval to the Existing Development Approvals.

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EXHIBIT F

VILLAGE AT LAGUNA HILLS

AFFORDABLE HOUSING IMPLEMENTATION PLAN

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VILLAGE AT LAGUNA HILLS

AFFORDABLE HOUSING IMPLEMENTATION PLAN
The Village at Laguna Hills Affordable Housing Implementation (“AHIP”) is the affordable housing implementation plan prepared in accordance with the Development Agreement entered into between the City of Laguna Hills and MGP Fund X Laguna Hills, LLC pertaining to the Village at Laguna Hills mixed use project (the “Project”). The AHIP set forth in this Exhibit F sets forth requirements for the development, management, and maintenance of two hundred (200) on-site affordable rental units as part of the Project.

1. Definitions. Capitalized terms used in this AHIP shall have the meanings set forth below.

Any capitalized term used in this AHIP that is not defined herein shall have the meaning ascribed to it in Section I of the Development Agreement.

A. Adjusted for Family Size Appropriate for the Unit. “Adjusted for Family Size Appropriate for the Unit” means adjusted for a household of one person in the case of a studio unit, two persons in the case of one-bedroom unit, three persons in the case of a two-bedroom unit, and four persons in the case of a three-bedroom unit.

B. Affordability Period. “Affordability Period” means a term of fifty-five (55) years from the date the final certificate of occupancy is issued for a Residential Building containing Affordable Units.

C. Affordable Rent for Lower Income Households. “Affordable Rent for Lower Income Households” means a monthly Rent that does not exceed (a) for those Lower Income Households with a gross income that exceeds sixty percent (60%) of the Area Median Income, Adjusted for Family Size Appropriate for the Unit, one-twelfth of thirty percent (30%) of the annual gross income of the household; or (b) for other Lower Income Households, one-twelfth of thirty percent (30%) times sixty percent (60%) of the Area Median Income, Adjusted for Family Size Appropriate for the Unit.

D. Affordable Rent for Moderate Income Households. “Affordable Rent for Moderate Income Households” means a monthly Rent that does not exceed (a) for those Moderate Income Households with a gross income that exceeds one hundred ten percent (110%) of the Area Median Income, Adjusted for Family Size Appropriate for the Unit, one-twelfth of thirty percent (30%) of the annual gross income of the household; or (b) for other Moderate Income Households, onetwelfth of thirty percent (30%) times one hundred ten percent (110%) of the Area Median Income, Adjusted for Family Size Appropriate for the Unit.

E. Affordable Units. “Affordable Units” means the two hundred (200) units of multifamily residential rental housing located within the Residential Buildings the occupancy of which is restricted to Lower Income Households and Moderate Income Households.

F. Area Median Income. “Area Median Income” or “AMI” means the median income for Orange County, California, adjusted for the actual number of persons in the applicable household, as determined by the United States Department of Housing and Urban Development pursuant to Section 8 of the United States Housing Act of 1937 and as published from time to time

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by the California Department of Housing and Community Development in Section 6932 of Title 25 of the California Code of Regulations or successor provision published pursuant to California Health and Safety Code Section 50093(c).

G. City. “City” means the City of Laguna Hills, a municipal corporation, duly organized and existing under the Constitution and laws of the State of California.

H. City Manager. “City Manager” means the City Manager of the City of Laguna Hills or his or her designee.

I. City Resident. “City Resident” means an individual whose domicile was located within the City of Laguna Hills for the twelve (12) month period preceding his or her application for occupancy of an Affordable Unit.

J. Lower Income Households. “Lower Income Households” has the meaning set forth in California Health and Safety Code Section 50079.5.

K. Lower Income Units. “Lower Income Units” means Affordable Units which are reserved for occupancy by and rental to Lower Income Households at an Affordable Rent for Lower Income Households.

L. Market Rate Units. “Market Rate Units” means the multi-family residential rental housing units located within the Residential Buildings that are not Affordable Units.

M. Moderate Income Units. “Moderate Income Units” means the Affordable Units which are reserved for occupancy by and rental to Moderate Income Households at an Affordable Rent for Moderate Income Households.

N. Moderate Income Households. “Moderate Income Households” means persons and families whose income does not exceed one hundred twenty percent (120%) of the Area Median Income, Adjusted for Family Size Appropriate for the Unit, and as further adjusted in accordance with California Health and Safety Code Section 50093.

O. Owner. “Owner” shall have the meaning set forth in Section 1.36 of the Development Agreement. In the event Owner’s obligations set forth in this AHIP with respect to a Parcel on which a Residential Building is, or is planned to be, developed are assumed by another person or entity pursuant to an assignment under Section 21 of the Development Agreement, with respect to such Parcel, “Owner” shall refer to the person or entity that has expressly assumed the obligations set forth in this AHIP.

P. Parcel. “Parcel” means a legal lot on which a Residential Building is, or is proposed to be, developed as part of the Project.

Q. Project. “Project” shall have the meaning set forth in Section 1.42 of the Development Agreement.

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R. Regulatory Agreement. “Regulatory Agreement” means the Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants to be recorded against each Parcel containing Affordable Units pursuant to this AHIP.

S. Rent. “Rent” means the total of monthly payments for (a) use and occupancy of each Affordable Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Owner which are required of all tenants, other than security deposits, (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone, internet, television or digital access services, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and real property facilities associated therewith by a public or private entity other than Owner.

T. Residential Buildings. “Residential Buildings” shall have the meaning set forth in Section 1.46 of the Development Agreement. A “Residential Building” means one of the Residential Buildings.

U. Senior. “Senior” means an individual that is fifty-five (55) years of age or older.

V. Veteran. “Veteran” means an individual that is a United States armed forces veteran.

2. Planning Principles for Affordable Units.

A. Number of Affordable Units. Two hundred (200) of all residential units within the Residential Buildings developed by Owner as part of the Project shall be Affordable Units. No less than one hundred (100) of the two hundred (200) Affordable Units shall be Lower Income Units. Those Affordable Units that are not Lower Income Units shall be Moderate Income Units.

B. Distribution of Affordable Units. Except as otherwise expressly provided in this AHIP, all two hundred (200) Affordable Units shall be located within Residential Buildings I, II, III, and V, and shall be constructed concurrently with the Market Rate Units in each Residential Building. The number of Affordable Units within each Residential Building shall be evenly divided between Lower Income Units and Moderate Income Units. Unless otherwise approved by the City Manager, in his or her sole discretion, the distribution of the Affordable Units within Residential Buildings I, II, III, and V shall be as set forth in Table 1, below.

If, for any reason, Owner Commences Construction of Residential Building IV before it Commences Construction of any of Residential Buildings I, II, III, and/or V, the City Manager, in his or her sole discretion, may require as a condition of approval to a vertical building permit for Residential Building IV that some or all of those Affordable Units designated in Table 1 for those Residential Buildings that Owner has not yet Commenced Construction of be developed within Residential Building IV, instead.

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TABLE 1
Residential
Building I
Residential
Building II
Residential
Building III
Residential
Building V
Total
Total Housing Units
(as Entitled)
358 230 300 275 1163
Total Affordable Units 62 40 50 48 200
Lower Income Units 31 20 25 24 100
Moderate Income Units 31 20 25 24 100
C. Unit Size Mix, Design, and Location For Affordable Units. The Affordable Units located within a Residential Building shall consist of a mix of studio units, one bedroom units, two bedroom units, and three bedroom units that is in approximate proportion to the total number of studio units, one bedroom units, two bedroom units, and three bedroom units developed within that Residential Building, subject to the review and approval of the City Manager, in his or her reasonable discretion. The Affordable Units within a Residential Building shall be “floating” units that are not permanently designated; however, at no time shall all the Affordable Units in a Residential Building be congregated to a certain section of the Residential Building. All Affordable Units shall be of similar design and appearance as Market Rate Units.

D. Deviations Subject to City Manager Approval. In his or her sole discretion, the City Manager may approve deviations from the number of Affordable Units set forth Table 1 for a Residential Building and/or the unit size mix described in Subsection 2(C), above, provided the City receives reasonable assurance that all two hundred (200) required Affordable Units will be timely developed. In conjunction with any such approval, the City Manager may impose conditions on future Subsequent Development Approvals; require Owner to enter into a separate agreement, record a deed restriction, and/or provide a bond or other monetary security, and/or require such other forms of reasonable assurance as he or she deems necessary in his or her sole discretion.

3. Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants.

A. Form and Timing of Regulatory Agreements. Prior to issuance of a vertical building permit for a Residential Building required to include Affordable Units, Owner shall enter into an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (“Regulatory Agreement”) with the City in substantially the same form as Attachment 1 to this AHIP, or in a similar form approved by the City Manager and City Attorney, and record said Agreement against the Parcel. The number, affordability level, unit size mix, and location requirements for the Affordable Units within a Residential Building shall be set forth in the Regulatory Agreement.

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B. Delegation of Authority to City Manager. The City Manager is authorized to approve and execute each Regulatory Agreement and any amendments thereto on behalf of the City. City shall maintain authority of each Regulatory Agreement and the authority to implement each Regulatory Agreement through the City Manager. The City Manager shall have the authority to make approvals, issue interpretations, waive provisions, make and execute further agreements and/or enter into amendments of each Regulatory Agreement on behalf of City.

C. Affordability Restrictions for Lower Income Units. Throughout the Affordability Period, all Lower Income Units within a Residential Building shall be leased to Lower Income Households at an Affordable Rent for Lower Income Households in accordance with the terms of the Regulatory Agreement for that Residential Building.

D. Affordability Restrictions for Moderate Income Units. Throughout the Affordability Period, all Moderate Income Units in a Residential Building shall be leased to Moderate Income Households at an Affordable Rent for Moderate Income Households in accordance with the terms of the Regulatory Agreement for that Residential Building.

E. Occupancy Limits. Each Regulatory Agreement shall contain a provision providing that the maximum occupancy for each of the Affordable Units shall not exceed two persons per bedroom, plus one person.

F. Annual Income Verification and Certification. Each Regulatory Agreement shall include uniform provisions requiring the Owner to annually obtain written certifications from, and to verify that, each tenant household occupying an Affordable Unit meets the applicable income and eligibility requirements established for the Affordable Unit.

4. Marketing of Affordable Units. Owner shall market the Affordable Units in each Residential Building to Seniors, Veterans (including Veterans of the City adopted 3rd Battalion, 5th Marines), and City Residents in accordance with the “Marketing and Management Plan” approved by the City pursuant to the Regulatory Agreement for the Residential Building.

5. Priority for Leasing Affordable Units. Throughout the Affordability Period, to the extent permitted by law, within the pool of eligible applicants that qualify as Lower Income Households or Moderate Income Households, as applicable, priority for the leasing of each Affordable Unit shall be given in the following order:
(a) first priority shall be given to qualified households with a member who is both (i) a Senior or a Veteran and (ii) who is a City Resident;
(b) if there are no qualified applicants who meet the foregoing criteria, second priority shall be given to qualified households with a member who is a City Resident that is neither a Senior nor a Veteran;
(c) if there are no qualified applicants who meet the either of the foregoing criteria, third priority shall be given to qualified households with a member who is a Senior and/or a Veteran (including a Veteran of the City adopted 3rd Battalion, 5th Marines), regardless of residency;

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(d) if there are no qualified applicants who meet any of the foregoing criteria, the Affordable Unit shall be made available to members of the general public that are qualified Lower Income Households or Moderate Income Households, as applicable.

6. Marketing and Management Plan. The Regulatory Agreement for each Residential Building shall contain uniform provisions regarding property management and management responsibilities. The marketing, leasing, and management of all Affordable Units in a Residential Building shall be in compliance with a “Marketing and Management Plan” for the Residential Building approved by the City, which shall address in detail, without limitation, the following matters:
i. how Owner plans to market the Affordable Units to prospective Lower Income Households and Moderate Income Households, including a plan for marketing and leasing the Affordable Units to Seniors, Veterans, and City Residents; ii. procedures for the selection of tenants, including a description of how Owner plans to certify the eligibility of Lower Income Households and Moderate Income Households, verify the Senior, Veteran, and/or residency status of applicants, and implement the required tenant selection priority provisions; iii. procedures for annually verifying income and recertifying the eligibility of tenants of the Affordable Units;
iv. procedures for ensuring that the required number and unit size mix of Affordable Units is maintained and that the “floating” Affordable Units do not become congregated to a certain section of the Residential Building; v. Owner’s procedures for complying with its monitoring and recordkeeping obligations;
vi. the standard form(s) of rental agreement(s) Owner proposes to enter into with Lower Income Households and Moderate Income Households; vii. Owner’s property management duties;
viii. Owner’s plan to manage and maintain the Parcel and the Affordable Units; ix. the identity of the professional property management company, if any, to be contracted with to provide property management services at the Residential Building / Parcel and a description of the management team; x. all written management policies with respect to the Affordable Units; and xi. a security system and crime prevention program.

The Marketing and Management Plan for a Residential Building must be approved by the City Manager prior to the issuance of a certificate of occupancy for the Residential Building. Any proposed amendment or change to the Marketing and Management Plan during the Affordability Period must be submitted to the City and approved by the City Manager. Owner shall reimburse City for all actual legal and third-party consulting costs incurred by City in reviewing the initial Marketing and Management Plan and any amendments thereto. The Regulatory Agreement for each Residential Building shall contain uniform provisions implementing these requirements.

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7. Reporting and Monitoring of Compliance.

A. Annual Compliance Report. Each Regulatory Agreement shall contain provisions requiring the Owner to submit an annual compliance report containing specified information to the City in a form reasonably satisfactory to City and to annually certify that the Affordable Units are in compliance with the requirements of the Regulatory Agreement.

B. Recordkeeping Requirements; Access to Information; Inspections. The Owner shall maintain Affordable Unit tenant leases, income certifications, and other books, documents, and records related to the rental or leasing of the Affordable Units and operation of each Residential Building / Parcel for a period of not less than five (5) years after creation of each such record. In connection with monitoring compliance with each Regulatory Agreement, upon at least three (3) business days’ prior written notice, City shall be entitled to inspect any such books, documents, or records and to conduct an independent audit or inspection of such records at a location that is reasonably acceptable to the City Manager. Within forth-eight (48) hours’ notice, during normal business hours and as often as may be deemed necessary, City and its authorized agents and representatives shall be permitted access to a Parcel and the right to examine the housing units in a Residential Building and to interview tenants and employees, for the purpose of verifying compliance with each Regulatory Agreement. Each Regulatory Agreement shall contain uniform provisions implementing these requirements and obligating Owner to cooperate with City in making each Parcel and such books, documents, and records available for such inspections or audits.

C. Annual Monitoring Fee. Each Regulatory Agreement shall contain a provision requiring Owner to pay an annual monitoring and administration fee to the City to reimburse City for the estimated reasonable costs incurred by the City in monitoring Owner’s compliance with, and otherwise administering, the Regulatory Agreement, including, but not limited to, City’s review of annual compliance reports and conduct of inspections and/or audits. The amount of such fee shall be the same per Affordable Unit for each Residential Building and shall not exceed such estimated reasonable costs, as determined by the City Manager in his or her reasonable discretion.

The City Manager is expressly authorized to establish and adjust the amount of said fee from time to time, as appropriate. City shall provide the basis for calculation of such fee to Owner promptly upon request.

8. Maintenance Standards for Affordable Units. Owner shall maintain or cause to be maintained the Affordable Units and the interior or exterior of each Residential Building and Parcel containing Affordable Units in a decent, safe and sanitary manner, and in accordance with the standard of maintenance of first class multifamily rental apartment complexes within Orange County. Owner shall provide adequate security measures for the Parcel and the Residential Building, including without limitation, the installation of adequate lighting and deadbolt locks.

Uniform provisions governing Owner’s maintenance obligations and the City’s rights in the event Owner fails to adhere to its maintenance obligations shall be set forth in the Regulatory Agreement for each Parcel / Residential Building.

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ATTACHMENT 1

AFFORDABLE HOUSING REGULATORY AGREEMENT
AND

DECLARATION OF RESTRICTIVE COVENANTS
FORM

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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Laguna Hills
c/o City Clerk
24035 El Toro Road
Laguna Hills, California 92653
______________________________________________________________________________ (Space Above Line for Recorder’s Use)
Exempt from Recorder’s Fees Pursuant to
Government Code §§ 6103 and 27383

AFFORDABLE HOUSING REGULATORY AGREEMENT
AND

DECLARATION OF RESTRICTIVE COVENANTS

BY AND BETWEEN
THE CITY OF LAGUNA HILLS, a municipal corporation, duly organized and existing under the Constitution and laws of the State of California AND
________________________________, a ___________________________________ (Village at Laguna Hills Project
Residential Building __)

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AFFORDABLE HOUSING REGULATORY AGREEMENT

AND DECLARATION OF RESTRICTIVE COVENANTS
This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this “Agreement”) is entered into for reference purposes as of ___________________ (the “Effective Date”), by and between the City of Laguna Hills, a municipal corporation, duly organized and existing under the Constitution and laws of the State of California (“City”) and ________________________, a _________________________ (“Owner”). City and Owner are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS
A. Owner is the owner of that certain real property located in the City of Laguna Hills, generally located at [ADDRESS], Laguna Hills, California, as more particularly described in the legal description attached hereto as Exhibit A and incorporated herein (“Site”).

B. On [DATE], the Laguna Hills City Council adopted Resolution No. ___ conditionally approving Case No. USE-010-2019 for the Village at Laguna Hills mixed use project, which, in part, authorized the development of a residential building containing _______ (__) total apartment units (the “Residential Building”) on the Site, subject to certain conditions of approval (the “VLH Development Approvals”).

C. On [DATE], the Laguna Hills City Council adopted Ordinance No. _____ approving that certain Development Agreement between the City and MGP FUND X Laguna Hills, LLC, for the Village at Laguna Hills mixed use project (the “Development Agreement”).

The Development Agreement became effective on [DATE] and was recorded on [DATE] in the official records of Orange County, California, as Document No. ________________.

Development of the Site is subject to the terms and provisions of the Development Agreement.

D. As material consideration for the long term assurances, vested rights, and other City obligations provided by the Development Agreement and as a material inducement to City to enter into the Development Agreement, Owner’s predecessor in interest offered and agreed to provide certain public benefits to the City as specified in the Development Agreement, including the development of ______ (__) Affordable Units on the Site pursuant to the terms of the Affordable Housing Implementation Plan (“AHIP”) attached to and incorporated into the Development Agreement. The AHIP provides for the owner of the Site to enter into and record this Agreement prior to issuance of a vertical building permit for the Residential Building.

E. On [DATE], the Laguna Hills City Council approved Final Tract Map No. ___, which established the Site as a separate legal parcel.

F. Owner subsequently acquired the Site and assumed certain rights and obligations under the Development Agreement with respect to the Site.

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G. Owner intends to construct the Residential Building, associated parking facilities, common areas, sidewalks, landscaping, lighting, signage, amenities, and other improvements on the Site in accordance with the VLH Development Approvals, the Development Agreement, and the AHIP. Owner is providing the Affordable Units and entering into this Agreement to comply with Section 7.2 of the Development Agreement and the provisions of the AHIP.

H. To ensure the continued affordability of the Affordable Units for the Term of this Agreement, this Agreement shall be executed and recorded against the Site prior to issuance of any vertical building permit for the Residential Building.

I. The purpose of this Agreement is to restrict the occupancy and rents of _______ (__) of the Affordable Units for the benefit of Lower Income Households and to restrict the occupancy and rents of _______ (__) of the Affordable Units for the benefit of Moderate Income Households as required by the Development Agreement and the AHIP. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Owner and Owner’s successors and assigns for the full Term of this Agreement.

AGREEMENT

1. Definitions. The following terms have the meanings set forth in this Section wherever used in this Agreement or the attached exhibits:
“Adjusted for Family Size Appropriate for the Unit” means adjusted for a household of one person in the case of a studio unit, two persons in the case of one-bedroom unit, three persons in the case of a two-bedroom unit, and four persons in the case of a three-bedroom unit. “Affordable Housing Implementation Plan” or “AHIP” means the Affordable Housing Implementation Plan attached as Exhibit F to the Development Agreement. “Affordable Rent for Lower Income Households” means a monthly Rent that does not exceed (a) for those Lower Income Households with a gross income that exceeds sixty percent (60%) of the Area Median Income, Adjusted for Family Size Appropriate for the Unit, one-twelfth of thirty percent (30%) of the annual gross income of the household; or (b) for other Lower Income Households, one-twelfth of thirty percent (30%) times sixty percent (60%) of the Area Median Income, Adjusted for Family Size Appropriate for the Unit. “Affordable Rent for Moderate Income Households” means a monthly Rent that does not exceed (a) for those Moderate Income Households with a gross income that exceeds one hundred ten percent (110%) of the Area Median Income, Adjusted for Family Size Appropriate for the Unit, one-twelfth of thirty percent (30%) of the annual gross income of the household; or (b) for other Moderate Income Households, one-twelfth of thirty percent (30%) times one hundred ten percent (110%) of the Area Median Income, Adjusted for Family Size Appropriate for the Unit. “Affordable Units” means the Lower Income Units and the Moderate Income Units.

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“Area Median Income” or “AMI” means the median income for Orange County, California, adjusted for the actual number of persons in the applicable household, as determined by the United States Department of Housing and Urban Development pursuant to Section 8 of the United States Housing Act of 1937 and as published from time to time by the California Department of Housing and Community Development in Section 6932 of Title 25 of the California Code of Regulations or successor provision published pursuant to California Health and Safety Code Section 50093(c).
“City” means the City of Laguna Hills, a municipal corporation, duly organized and existing under the Constitution and laws of the State of California. “City Manager” means the City Manager of the City of Laguna Hills or his or her designee. “City Resident” means an individual whose domicile was located within the City of Laguna Hills for the twelve (12) month period preceding his or her application for occupancy of an Affordable Unit.
“Development Agreement” is defined in Recital C.
“Housing Units” means the __________ (__) total residential rental apartment units to be constructed by Owner on the Site.
“Lower Income Households” has the meaning set forth in California Health and Safety Code Section 50079.5.
“Lower Income Units” means the __________ (__) Housing Units which are required to be made available for, rented to, and occupied by Lower Income Households at an Affordable Rent for Lower Income Households pursuant to the provisions of this Agreement. “Market Rate Units” means the Housing Units located within the Residential Building that are not Affordable Units.
“Moderate Income Households” means persons and families whose income does not exceed one hundred twenty percent (120%) of the Area Median Income, Adjusted for Family Size Appropriate for the Unit, and as further adjusted in accordance with California Health and Safety Code Section 50093.
“Moderate Income Units” means the __________ (__) Housing Units which are required to be made available for, rented to, and occupied by Moderate Income Households at an Affordable Rent for Moderate Income Households pursuant to the provisions of this Agreement. “Owner” means __________________________, a ___________________________, or its successor or assignee.
“Project” means the Residential Building, parking facilities, common areas, sidewalks, landscaping, lighting, signage, amenities, and other improvements constructed and maintained on the Site.

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“Rent” means the total of monthly payments for (a) use and occupancy of each Affordable Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Owner which are required of all tenants, other than security deposits, (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone, internet, television or digital access services, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and real property facilities associated therewith by a public or private entity other than Owner. “Residential Building” is defined in Recital B.
“Senior” means an individual that is fifty-five (55) years of age or older. “Site” is defined in Recital A.
“Tenant Household” means a household occupying an Affordable Unit. “Term” means the term of effectiveness of this Agreement, which shall continue for fiftyfive (55) years from the date the final certificate of occupancy is issued for the Project. “Veteran” means an individual that is a United States armed forces veteran. “VLH Development Approvals” is defined in Recital B.

2. Covenants of Owner. Owner hereby covenants and agrees, for itself and its successors and assigns, that the Affordable Units shall be used solely in compliance with the VLH Development Approvals, the Development Agreement, the AHIP, and this Agreement, as each may be amended from time to time. Owner represents and warrants that it has not entered into any agreement that would restrict or compromise its ability to comply with the requirements of this Agreement, and Owner covenants that it shall not enter into any agreement that is inconsistent with the requirements of this Agreement without the express written consent of the City.

3. Construction of Affordable Units. The Affordable Units shall be constructed and completed concurrently with the Market Rate Units on the Site.

4. Affordability Restrictions for Lower Income Units.
(A) Throughout the entire Term of this Agreement, Owner hereby agrees to make available, restrict occupancy to, and rent _____ (__) of the Housing Units to Lower Income Households (each a “Lower Income Unit”) at an Affordable Rent for Lower Income Households in accordance with this Section. The Lower Income Units shall be “floating” units that are not permanently designated; however, at no time shall all the Lower Income Units be congregated to a certain section of the Site. All Lower Income Units shall be of similar design and appearance as Market Rate Units. The ______ (__) Lower Income Units shall at all times consist of a mix of studio units, one-bedroom units, two-bedroom units, and three-bedroom units in the following proportion; provided, however, that the Owner may substitute a unit with more bedrooms for an unit with fewer bedrooms:

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______ (__) three-bedroom units;
______ (__) two-bedroom units;
______ (__) one-bedroom units; and
______ (__) studio units.
(B) A Tenant Household who qualifies as a Lower Income Household at the time he/she/it first occupies a Lower Income Unit shall be deemed to continue to be so qualified until such time as a recertification of such Tenant Household’s income in accordance with Section 8 below demonstrates that such Tenant Household no longer qualifies as a Lower Income Household. Moreover, a unit previously occupied by a Lower Income Household and then vacated shall be considered occupied by such Lower Income Household for a temporary period until reoccupied, at which time the character of the unit shall be re-determined. In no event shall such temporary period exceed thirty-one (31) days.
(C) At such time as a Tenant Household occupying a Lower Income Unit ceases to qualify as a Lower Income Household, the unit occupied by such Tenant Household shall cease to be a Lower Income Unit. Owner shall replace each such Lower Income Unit by designating the next available unit with an equal or greater number of bedrooms and any necessary units thereafter as a Lower Income Unit. For purposes of this Agreement, such designated unit will be considered a Lower Income Unit if it is held vacant and available for occupancy by a Lower Income Household and, upon occupancy, the income eligibility of the Tenant Household as a Lower Income Household is verified and the Tenant Household pays an Affordable Rent for Lower Income Households. In the event a unit ceases to be a Lower Income Unit pursuant to this paragraph, and there are no available units with an equal or greater number of bedrooms, then upon the expiration of the Tenant Household’s lease and following sixty (60) days’ notice, and if so permitted by local and state law, such Tenant Household shall be required to vacate the unit and Owner shall rent the unit to a Lower Income Household to restore the affordability and unit size mix required by this Agreement.
(D) In the event a Tenant Household occupying a Lower Income Unit initially qualifies as a Lower Income Household but the income of such Tenant Household increases, such increase shall not be deemed to result in a violation of the restrictions of this Agreement concerning limitations upon income of occupants, provided that the occupancy by such Tenant Household is for a reasonable time of not to exceed one year (measured from the time the income of the Tenant Household ceases to qualify him/her/it as a Lower Income Household), at which time the Housing Unit shall cease to be a Lower Income Unit and the provisions of Subsection 4(C), above, shall apply.

5. Affordability Restrictions for Moderate Income Units.

A. Throughout the entire Term of this Agreement, Owner hereby agrees to make available, restrict occupancy to, and rent _____ (__) of the Housing Units to Moderate Income Households (each a “Moderate Income Unit”) at an Affordable Rent for Moderate Income Households in accordance with this Section. The Moderate Income Units shall be “floating” units that are not permanently designated; however, at no time shall all the Moderate Income Units be

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congregated to a certain section of the Site. All Moderate Income Units shall be of similar design and appearance as Market Rate Units. The ______ (__) Moderate Income Units shall at all times consist of a mix of studio units, one-bedroom units, two-bedroom units, and three-bedroom units in the following proportion; provided, however, that the Owner may substitute a unit with more bedrooms for an unit with fewer bedrooms:
______ (__) three-bedroom units;
______ (__) two-bedroom units;
______ (__) one-bedroom units; and
______ (__) studio units.
(B) A Tenant Household who qualifies as a Moderate Income Household at the time he/she/it first occupies a Moderate Income Unit shall be deemed to continue to be so qualified until such time as a recertification of such Tenant Household’s income in accordance with Section 8 below demonstrates that such Tenant Household no longer qualifies as a Moderate Income Household. Moreover, a unit previously occupied by a Moderate Income Household and then vacated shall be considered occupied by such Moderate Income Household for a temporary period until reoccupied, at which time the character of the unit shall be re-determined. In no event shall such temporary period exceed thirty-one (31) days.
(C) At such time as a Tenant occupying a Moderate Income Unit ceases to qualify as a Moderate Income Household, the unit occupied by such Tenant Household shall cease to be a Moderate Income Unit. Owner shall replace each such Moderate Income Unit by designating the next available unit with an equal or greater number of bedrooms and any necessary units thereafter as a Moderate Income Unit. For purposes of this Agreement, such designated unit will be considered a Moderate Income Unit if it is held vacant and available for occupancy by a Moderate Income Household and, upon occupancy, the income eligibility of the Tenant Household as a Moderate Income Household is verified and the Tenant Household pays an Affordable Rent for Moderate Income Households. In the event a unit ceases to be a Moderate Income Unit pursuant to this paragraph, and there are no available units with an equal or greater number of bedrooms, then upon the expiration of the Tenant Household’s lease and following sixty (60) days’ notice, and if so permitted by local and state law, such Tenant Household shall be required to vacate the unit and Owner shall rent the unit to a Moderate Income Household to restore the affordability and unit size mix required by this Agreement.
(D) In the event a Tenant Household occupying a Moderate Income Unit initially qualifies as a Moderate Income Household but the income of such Tenant Household increases, such increase shall not be deemed to result in a violation of the restrictions of this Agreement concerning limitations upon income of occupants, provided that the occupancy by such Tenant Household is for a reasonable time of not to exceed one year (measured from the time the income of the Tenant Household ceases to qualify him/her/it as a Moderate Income Household), at which time the Housing Unit shall cease to be a Moderate Income Unit and the provisions of Subsection 5(C), above, shall apply.

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6. Occupancy Limits. The maximum occupancy for each of the Affordable Units shall not exceed two persons per bedroom, plus one person.

7. Selection of Tenants and Priority for Leasing of Affordable Units. Owner shall be responsible for the selection of Tenant Households for the Affordable Units in compliance with lawful and reasonable criteria, applicable state and federal housing laws, the leasing priority set forth in this Section 7, and other requirements of this Agreement. Throughout the Term of this Agreement, to the extent permitted by law, within the pool of eligible applicants that qualify as Lower Income Households or Moderate Income Households, as applicable, priority for the leasing of each Affordable Unit shall be given in the following order: (a) first priority shall be given to qualified households with a member who is both (i) a Senior or a Veteran and (ii) who is a City Resident; (b) if there are no qualified applicants who meet the foregoing criteria, second priority shall be given to qualified households with a member who is a City Resident that is neither a Senior nor a Veteran; (c) if there are no qualified applicants who meet the either of the foregoing criteria, third priority shall be given to qualified households with a member who is a Senior and/or a Veteran (including a Veteran of the City adopted 3rd Battalion, 5th Marines), regardless of residency; (d) if there are no qualified applicants who meet any of the foregoing criteria, the Affordable Unit shall be made available to members of the general public that are qualified Lower Income Households or Moderate Income Households, as applicable.

8. Income Verification and Certification. For each Affordable Unit, prior to the initial occupancy, and annually thereafter throughout the Term of this Agreement, Owner or Owner’s Property Manager shall obtain from each Tenant Household a written certification in such format and with such supporting documentation as City may reasonably require demonstrating that such Tenant Household meets the applicable income and eligibility requirements established for the Affordable Unit. Such written certification shall include, without limitation, (i) the identity and age of each member of the Tenant Household; and (ii) a computation of the total combined, gross, pre-tax income of all adult occupants of the Tenant Household, as calculated pursuant to California Code of Regulations, Title 25, Section 6914, or such other applicable standard approved by City.

Owner shall verify, or shall cause its Property Manager to verify, the income certification of the Tenant Household. Owner shall retain such certifications for not less than five (5) years, and upon City’s request, shall provide copies of such certificates to City and make originals available for City inspection.

9. Annual Report. By not later than March 31 of each year during the Term of this Agreement, Owner shall submit an annual compliance report (“Annual Report”) to City in a form reasonably satisfactory to City, together with Owner’s certification that the Affordable Units are in compliance with the requirements of this Agreement. The Annual Report shall, at a minimum, include the following information for each Affordable Unit: (i) address and/or unit number; (ii) number of bedrooms; (iii) status as a Lower Income Unit or a Moderate Income Unit; (iv) current rent and other charges; (iv) initial occupancy date of the unit by the Tenant Household; (v) dates of any vacancies during the previous year; (vi) number of people in the Tenant Household residing in the unit; (vii) total gross household income of the Tenant Household; (viii) documentation of source of household income; and (ix) the information required by Section 8, above. Owner shall include with the Annual Report an income recertification for each Tenant Household, documentation verifying Tenant Household eligibility, and such additional information as City

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may reasonably request from time to time in order to demonstrate compliance with this Agreement.

The Annual Report shall conform to the format requested by the City.

10. Recordkeeping Requirements; Access to Information; Inspections. Owner shall maintain Affordable Unit tenant leases, income certifications, and other books, documents, and records related to the rental or leasing of the Affordable Units and operation of the Site for a period of not less than five (5) years after creation of each such record. In connection with monitoring compliance with this Agreement, upon at least three (3) business days’ prior written notice, City shall be entitled to inspect any such books, documents, or records and to conduct an independent audit or inspection of such records at a location that is reasonably acceptable to the City Manager.

Within forth-eight (48) hours’ notice, during normal business hours and as often as may be deemed necessary, City and its authorized agents and representatives shall be permitted access to the Site and the right to examine the Housing Units and to interview tenants and employees, for the purpose of verifying compliance with this Agreement. Owner agrees to cooperate with City in making the Site and such books, documents, and records available for such inspections or audits.

11. Marketing; Property Management; Maintenance.

A. Marketing of Affordable Units. Owner shall market the Affordable Units to City Residents, Seniors and Veterans (including Veterans of the City adopted 3rd Battalion, 5th Marines) in accordance with the Marketing and Management Plan approved by the City.

B. Management Responsibilities. Owner shall be responsible for all management functions with respect to the Project and the Affordable Units, including without limitation the selection of tenants, certification and recertification of household income and eligibility, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. City shall have no responsibility for construction, rehabilitation, management, repair, maintenance or marketing of the Project or the Affordable Units.

C. Property Manager. Owner shall provide the City with the name and qualifications of any professional property management company or other organization retained by Owner to manage the Affordable Units (including leasing, property management, maintenance and repair services, and reporting obligations) and ensure that Owner’s obligations under this Agreement are satisfied (“Property Manager”). Entering into an agreement with a Property Manager shall not relieve Owner of its duties and obligations pursuant to this Agreement. Any such Property Manager shall have the requisite skill and qualifications to implement the Marketing and Management Plan approved by the City. If the City determines that the performance of the Property Manager is deficient based upon the standards set forth in the approved Marketing and Management Plan and in this Agreement, City shall provide notice of such deficiencies and Owner shall use its best efforts to correct such deficiencies. In the event such deficiencies have not been cured within the time set forth in Section 18 hereof, City shall have the right to require Owner to immediately remove and replace the Property Manager with another property manager or property management company which is reasonably acceptable to the City Manager, which is not related to or affiliated with Owner, and which has not less than five (5) years’ experience in property management, including significant experience managing housing facilities of the size, quality and scope of the Project.

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D. Maintenance. Owner shall maintain or cause to be maintained the interior and exterior of the Project and the Site in a decent, safe and sanitary manner, and in accordance with the standard of maintenance of first class multifamily rental apartment complexes within Orange County. Owner shall provide adequate security measures for the Project, including without limitation, the installation of adequate lighting and deadbolt locks. If at any time Owner fails to maintain the Project or the Site in accordance with this Agreement and such condition is not corrected within five (5) days after written notice from City with respect to graffiti, debris, and waste material, or thirty (30) days after written notice from City with respect to general maintenance, landscaping and building improvements, then City, in addition to whatever remedy it may have at law or at equity, shall have the right to enter upon the applicable portion of the Project or the Site and perform all acts and work necessary to protect, maintain, and preserve the Project and the Site, and to attach a lien upon the Site, or to assess the Site and/or bill Owner, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by City and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Owner to City upon demand.

E. Marketing and Management Plan. Prior to the issuance of a certificate of occupancy for the Residential Building, Owner shall prepare and submit for City review and approval a plan for marketing and managing the Affordable Units (the “Marketing and Management Plan” or “Plan”). The Plan shall address in detail, without limitation, the following matters:
i. how Owner plans to market the Affordable Units to prospective Lower Income Households and Moderate Income Households in accordance with fair housing laws and this Agreement, including a plan for marketing and leasing the Affordable Units to City Residents, Seniors, and Veterans;
ii. procedures for the selection of Tenant Households in accordance with this Agreement, including a description of how Owner plans to certify the eligibility of Lower Income Households and Moderate Income Households, verify the City Resident, Senior, and/or Veteran status of applicants, and implement the tenant selection priority provisions set forth in Section 7, above; iii. procedures for annually verifying income and recertifying the eligibility of Tenant Households;
iv. procedures for ensuring that the required number and unit size mix of Affordable Units is maintained and that the “floating” Affordable Units do not become congregated to a certain section of the Residential Building; v. Owner’s procedures for complying with its monitoring and recordkeeping obligations;
vi. the standard form(s) of rental agreement(s) Owner proposes to enter into with Lower Income Households and Moderate Income Households; vii. Owner’s property management duties;
viii. Owner’s plan to manage and maintain the Project and the Affordable Units; ix. the identity of the Property Manager, if any, to be contracted with to provide property management services at the Project and a description of the management team;
x. all written management policies with respect to the Affordable Units; and xi. a security system and crime prevention program.

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The Marketing and Management Plan shall be approved by the City Manager prior to the issuance of a certificate of occupancy for the Residential Building. Any proposed amendment or change to the Marketing and Management Plan during the Term of this Agreement shall be submitted to the City and approved by the City Manager. If the City Manager fails to respond to the submittal or resubmittal of an initial or amended Management Plan within forty-five (45) days, such Plan or amended Plan shall be deemed approved. The marketing, leasing, and management of the Affordable Units shall be in compliance with the Marketing and Management Plan, or amended Marketing and Management Plan, as approved by the City Manager.

Owner shall reimburse City for all actual legal and third-party consulting costs incurred by City in reviewing the initial Marketing and Management Plan and any amendments thereto.

Concurrent with its submittal of the initial Marketing and Management Plan and any subsequent amendment, Owner shall provide a deposit to the City in an amount sufficient to cover the estimated costs of the City’s review, as determined by the City Manager in his or her reasonable discretion. Upon completion of review of the Plan or an amendment to the Plan by the City, the City shall provide Owner with an invoice containing an accounting of the actual legal and thirdparty consulting costs incurred by the City and the amount(s) of all deposits provided by Owner.

If the actual legal and third-party consulting costs incurred by the City for such review are less than the amount of the deposit(s) made by Owner, City shall reimburse Owner for the difference at the time it provides the invoice. If the actual legal and third-party consulting costs incurred by the City for such review exceed the amount of the deposit(s) made by Owner, Owner shall pay City the difference within thirty (30) days of receipt of the invoice from the City.

12. Annual Monitoring Fee. Concurrent with submittal of each Annual Report, Owner agrees to pay an annual monitoring and administration fee to the City in an amount established from time to time by the City Manager to reimburse City for the estimated reasonable costs incurred by the City in monitoring Owner’s compliance with, and otherwise administering, this Agreement, including, but not limited to, City’s review of Annual Reports and conduct of inspections and/or audits of the Site and/or records as provided in this Agreement. The amount of such fee shall not exceed such estimated reasonable costs, as determined by the City Manager in his or her reasonable discretion, taking into account actual documented reasonable costs in prior year(s), shall be proportional to the number of Affordable Units on the Site, and shall be the same amount per Affordable Unit charged to the owners of other residential buildings developed pursuant to the VLH Development Approvals. City shall provide the basis for calculation of such fee to Owner promptly upon request.

13. Use of the Site. All uses conducted on the Site, including, without limitation, all activities undertaken by Owner pursuant to this Agreement shall conform to all applicable provisions of the Laguna Hills Municipal Code and other applicable federal, state, and local laws, rules, and regulations. The Site shall at all times during the term of this Agreement be used as a residential apartment project and none of the Housing Units shall at any time be utilized on a transient basis, nor shall the Housing Units or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, emergency shelter, supportive housing facility, transitional housing facility, hospital, nursing home, sanitarium or rest home, short-term or vacation rental, or be converted to condominium or cooperative ownership or tenantship. All of the community facilities and any social programs provided to the residents of the Housing Units

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shall be available at all times on an equal, non-discriminatory basis to residents of all Housing Units.

14. Duration of Affordability Restrictions and Requirements. The Affordable Units and the Site shall be subject to the requirements of this Agreement throughout the entire Term of this Agreement.

15. Indemnity. To the fullest extent permitted by law, Owner shall, at its expense, defend (with counsel acceptable to City and subject to approval by Owner), indemnify, and hold harmless City, and its officers, agents, employees, attorneys and representatives from any and all losses, liabilities, claims, lawsuits, causes of action, judgments, settlements, court costs, attorneys’ fees, expert witness fees, and other legal expenses, costs of evidence of title, costs of evidence of value, and other damages of whatsoever nature arising out of or in connection with Owner’s ownership, construction, operation, management, marketing, leasing, or operation of the Site and/or the Affordable Units, Owner’s evaluation and determination of a Tenant Household’s gross income, or Owner’s failure to perform any obligations as and when required by this Agreement, except for such liability arising from the gross negligence or willful misconduct of City. The provisions of this Section 15 shall survive the expiration or earlier termination of this Agreement.

16. Agreement to be Recorded; Covenants Run with the Land; Priority. This Agreement shall be recorded, prior to the issuance of a vertical building permit for the Residential Building, in the Official Records of Orange County, California, as senior, non-subordinate covenants and as an encumbrance running with the land for the full Term of this Agreement. In no event shall this Agreement be made junior or subordinate to any deed of trust or other documents providing financing for the construction or operation of the improvements on the Site, or any other lien or encumbrance whatsoever for the entire Term of this Agreement. Nor shall this Agreement be made junior or subordinate to any extension, amendment, or modification of any lien or encumbrance recorded against the Site prior to the date hereof. Prior to recordation of this Agreement, Owner shall provide City with evidence satisfactory to the City that all deeds of trust, liens, encumbrances, or other documents recorded against the Site since [EFFECTIVE DATE OF DEVELOPMENT AGREEMENT], if any, have been or will be subordinated to this Agreement, at Owner’s sole cost and expense.

17. Mortgage Protection. No breach or default under this Agreement shall defeat, terminate, extinguish, render invalid or otherwise affect the lien of any junior mortgage or deed of trust encumbering the Site or any part thereof or interest therein; provided, however, that any successor in interest to the Site shall be bound by this Agreement, whether such successor’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale, or otherwise.

18. Default. An event of default occurs under this Agreement when: (a) there is a breach of any condition, covenant or promise set forth herein; (b) written notice thereof has been given to the defaulting Party; and (c) such breach has not been cured within thirty (30) days after such notice was given to the defaulting Party or, if such breach cannot reasonably be cured within such thirty (30) day period, the defaulting Party fails to commence to cure the breach and/or fails thereafter to diligently proceed to complete such cure. A waiver by either Party of any such breach shall not be construed as a waiver of any succeeding breach of the same or other condition, covenant or promise.

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19. Remedies. The occurrence of an event of default hereunder shall give the non-defaulting Party the right to proceed with any and all remedies available at law or equity. Such remedies may include an action for damages, an action or proceeding for specific performance, and/or an action or proceeding for injunctive relief. Such actions or proceedings may require the defaulting Party to pay damages, to perform its obligations and covenants under this Agreement, and to enjoin or cease and desist from acts which may be unlawful or in violation of the provisions of this Agreement.

20. Additional Remedies for Certain Defaults; Remedy For Excessive Rent Charge. (A) It shall constitute a default for the Owner to charge or accept for any Lower Income Unit rent amounts in excess of an Affordable Rent for Lower Income Households or to charge or accept for any Moderate Income Unit rent amounts in excess of an Affordable Rent for Moderate Income Households. In the event that the Owner charges or receives such higher rental amounts, in addition to any other legal or equitable remedy that the City shall have for such default, the Owner shall be required to pay to the City an amount equal to the difference between the rent that should have been charged and the amount of the rent received from the Tenant Household, plus interest compounded at the maximum rate allowable for judgments. (B) It shall also constitute a default for the Owner to fail to rent any of the required Lower Income Units to a Lower Income Household, to knowingly (or without investigation as required herein) initially rent any Lower Income Unit to a tenant who is not a Lower Income Household, to fail to rent any of the required Moderate Income Units to a Moderate Income Household, or to knowingly (or without investigation as required herein) initially rent any Moderate Income Unit to a tenant who is not a Moderate Income Household. In the event the Owner violates this provision, in addition to any other remedy at law or equity that the City shall have for such default, the Owner, for each separate violation, shall be required to pay to the City an amount equal to the total rent the Owner received from such ineligible tenant, plus interest compounded at the maximum rate allowable for judgments.

21. Attorneys’ Fees and Costs. In addition to any other remedies provided hereunder or available pursuant to law, if either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party.

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

23. Time of Essence. Time is expressly made of the essence with respect to the performance by City and Owner of each and every obligation and condition of this Agreement.

24. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to

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enforce or interpret this Agreement shall be filed and heard in the Superior Court of Orange County, California or in the Federal District Court for the Central District of California.

25. Headings; Construction; Statutory References. The headings of sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. All references in this Agreement to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Laguna Hills shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.

26. Third Party Beneficiaries. No persons or entities other than the Parties and their successors and assigns shall have any right of action under this Agreement.

27. City Approvals and Actions. Whenever any approval, notice, direction, consent or request by City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City Manager.

28. Successor and Assigns. This Agreement shall run with the land, and all of the terms, conditions, restrictions, and covenants contained in this Agreement shall be binding upon Owner, City, their permitted successors and assigns, and all successors in interest to all or any portion of the Site or the Project. Whenever the terms “Owner” or “City” are used in this Agreement, such terms shall include any other successors and assigns as herein provided. Not later than thirty (30) days prior to a transfer of any interest in the Site or the Project or any interest in Owner, Owner shall provide written notice to the City of such transfer.

29. Notices. Any approval, disapproval, demand, document or other notice which either Party may desire to give to the other Party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, (iii) mailing in the United States first-class mail, postage prepaid, or (iv) by email, with confirmation of receipt to the intended recipient, addressed to the address of the Party as set forth below, or at any other address as that Party may later designate by notice:

If to the City: City of Laguna Hills
24035 El Toro Road
Laguna Hills, California 92653
Attn: City Manager
Email: _______________________
If to the Owner: ____________________________
____________________________
____________________________
Attn: _______________________
Email: ______________________

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30. Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party.

Each alteration, change, or modification to this Agreement shall be recorded against the Site in the Official Records of Orange County, California. The City Manager is authorized to enter into amendments of this Agreement on behalf of the City.

31. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

32. Legal Advice. Each Party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement, and they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other Party, or their respective agents, employees or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.

33. Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement.

Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Owner and City shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Owner (except as expressly provided in this Agreement) or to any third party with respect to the Project. Owner and its employees are not employees or agents of City, and Owner and its employees shall at no time pretend to be or hold themselves out as employees or agents of the City. Except as City may specify in writing, Owner shall not have any authority to act as an agent of City or to bind City to any obligation.

34. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

[Signatures appear on following page.]

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IN WITNESS WHEREOF, City and Owner have executed this Development Agreement as of the date and year first above written.
“CITY”
CITY OF LAGUNA HILLS, a California
municipal corporation
By:
______________________________,
City Manager
“OWNER”
_____________________________________,
a ____________________________________
By:

Name:_________________________
Title:__________________________
By:

Name:_________________________
Title:__________________________
ATTEST:

____________________________________,
City Clerk

APPROVED AS TO FORM:

____________________________________,
City Attorney

All signatures to be acknowledged by a Public Notary

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

STATE OF CALIFORNIA )
)

COUNTY OF ORANGE )
On ______________________, 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.
________________________________________
Notary Public
(seal)

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

STATE OF CALIFORNIA )
)

COUNTY OF ORANGE )
On ______________________, 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.
________________________________________
Notary Public
(seal)

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

STATE OF CALIFORNIA )
)

COUNTY OF ORANGE )
On ______________________, 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.
________________________________________
Notary Public
(seal)

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EXHIBIT A

LEGAL DESCRIPTION OF SITE

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EXHIBIT G

REASONABLE APPROVAL PROCESSING TIMES
[Pursuant to Subsection 22.1.1(C) (Administrative Delay] Type of City or Other Agency Action,
Approval, or Permit
Reasonable Time Period for Processing and
Acting on Request/Submittal/Application
City Staff Review of Each Complete Phased
Final Subdivision Map Submittal (Including
City Plan Check of Map, Closure Calcs, and
Title Report)
First Check: 20 Working Days
Second Check: 15 Working Days
Third and Subsequent Checks: 10 Working
Days
County Review and Approval of Each Phased
Final Subdivision Map
120 Days (Cumulative)
**Includes the cumulative time for County
staff review of all submittals and re-submittals
of a Phased Final Map. Does not include
periods of time Owner is making corrections
between submittals.

City Council Consideration / Approval of Each
Phased Final Subdivision Map (Following
Approval by County and payment of fees)
30 days after approval of Phased Final Map by
County, payment of fees, and Owner’s
execution of City Subdivision Improvement
Agreement (if applicable), or at next regularly
scheduled City Council meeting if more than
30 days after all of the above.
**City approval of a Phased Final Map is
contingent upon the Final Map being in
compliance with all applicable conditions of
approval and/or Owner’s execution of a
Subdivision Improvement Agreement and
provision of acceptable security acceptable to
City.
__________________

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Type of City or Other Agency Action,
Approval, or Permit
Reasonable Time Period for Processing and
Acting on Request/Submittal/Application
Public Property Encroachment Permit
(Including City Plan Check of Improvement
Plans)
First Check: 15 Working Days
Second Check: 10 Working Day
Third and Subsequent Checks: 5 Working
Days
Issuance of Permit: 5 Working Days after
approval of plans and payment of fees
On-Site Grading Permits / On-Site
Improvements (Including City Plan Check of
Rough and/or Precise Grading Plans,
Hydrology Study, WQMP, SSWMP,
Improvement Plans, Hydraulic Analysis,
Storm Drain Plans, etc.)
First Check: 20 Working Days
Second Check: 15 Working Day
Third and Subsequent Checks: 10 Working
Days
Issuance of Permit: 5 Working Days after
approval of plans and payment of fees
City Engineer Review of Surveyor’s Pad
Elevation Certificate and the Geotechnical
Engineer’s Final Soils Certification
First Check: 5 Working Days
Second Check: 5 Working Day
Third and Subsequent Checks: 5 Working
Days
Authorization to Work: 5 Working Days after
approval of plans, payment of fees, and
satisfactory completion of Rough Grading
City Plan Check Completion (Per Plan Type)
--Building Plan Check
--Construction and Staging Plan Review
--Lighting and Photometric Plan Review
--Waste Management Plan Review
--Outdoor Dining / Patio Plan Review
First Submittal: 20 Working Days
Second Submittal: 15 Working Days
Third and Subsequent Submittals: 10 Working
Days

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Type of City or Other Agency Action,
Approval, or Permit
Reasonable Time Period for Processing and
Acting on Request/Submittal/Application
City Building Permit Issuance 5 Working Days
**City issuance of building permits is
contingent upon (1) Owner’s compliance with
all applicable Project conditions of approval
that are prerequisites to building permit
issuance and (2) the prior approval of all other
entities required to approve requested permits,
including, but not limited to, Orange County
Fire Authority, Orange County Health Care
Agency, El Toro Water District, Saddleback
Valley Unified School District (payment of
fees only), State of California (elevators),
Southern California Edison, and Southern
California Gas Company.

Landscape Plan Compliance Review (LHMC
Chapters 9-46 and 9-47)
First Submittal: 20 Working Days
Second Submittal: 20 Working Days
Third and Subsequent Submittals: 10 Working
Days
Waste Reduction and Recycling Plan Review
(LHMC Chapter 5-48)
First Submittal: 20 Working Days
Second Submittal: 20 Working Days
Third and Subsequent Submittals: 10 Working
Days

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Type of City or Other Agency Action,
Approval, or Permit
Reasonable Time Period for Processing and
Acting on Request/Submittal/Application
All Other Governmental Agency
Permits/Approvals (i.e., approvals by
governmental agencies other than City)
** County of Orange review of Phased Final
Subdivision Maps addressed separately,
above.
**Other Governmental Agencies may include,
but not be limited to, Orange County Fire
Authority, Orange County Health Care
Agency, El Toro Water District, Saddleback
Valley Unified School District (payment of
fees only), and the State of California
(elevators).
**Administrative Delay does not apply to
review or approvals of utility companies or
other agencies that are not governmental
agencies, including, but not limited to,
Southern California Edison, Southern
California Gas Company, AT&T, etc.
90 Days (Cumulative)
**Includes the cumulative time for Agency
review following submission of an initial
complete application to the Agency for which
a permit or ministerial approval is requested.

Does not include periods of time Owner is
making corrections between submittals.

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EXHIBIT H

PROCEDURES AND REQUIREMENTS FOR PREPARATION, SUBMITTAL,

REVIEW, APPROVAL, AND INSTALLATION OF PUBLIC ART
This Exhibit H sets forth the procedures and requirements for preparation, submittal, review, approval, and installation of Public Art for the Village at Laguna Hills Project (the “Project”) in accordance with Section 7.4 of the Development Agreement. The Project an integrated mixed-use development on approximately 68 acres consisting of multiple components, including Public Art installations, which Owner contemplates developing in multiple phases over the Term of the Development Agreement. This Exhibit H is intended to establish procedures and requirements to ensure that the Public Art required in conjunction with the Project is installed in an integrated, thought-out, and cohesive manner consistent with the goals, objectives, and standards of the Specific Plan’s “Public Art” provisions.

I. Owner’s Public Art Obligation
A. Owner’s Public Art Obligation. Section 7.4 of the Development Agreement provides that Owner shall furnish Public Art in connection with the Project and/or pay a Public Art In-lieu Fee with a combined minimum aggregate value of one-half percent (0.5%) of the total aggregate construction costs of the Project (“Owner’s Public Art Obligation”). For this purpose, construction costs are based on the valuation as determined by the City’s Community Development Director and indicated on the building applications submitted in order to obtain permits for construction of all of the Project components. City will determine the portion of Owner’s Public Art Obligation attributable to each discreet Project component at the time City receives an application for permits for construction such Project component by multiplying the construction cost of such Project component, as determined by City, by one-half percent (0.5%) (“Component Public Art Obligation”). The sum at any point in time of the Component Public Art Obligation for each building permit that has been approved and/or applied for is referred to herein as “Owner’s Accrued Public Art Obligation.”

B. In-Lieu Payment Contribution. Pursuant to Section 7.4 of the Development Agreement, the Parties have agreed that Six Hundred Fifty Thousand Dollars ($650,000) of Owner’s Public Art Obligation will be satisfied by the Three Hundred Thousand Dollar ($300,000) credit and Three Hundred Fifty Thousand Dollar ($350,000) nonrefundable advance described in Section 10.4 of the Development Agreement (collectively, “Owner’s In-Lieu Payment Contribution”). Owner and City agree that Owner’s In-Lieu Payment Contribution correlates to a total aggregate construction cost of One Hundred Thirty Million Dollars ($130,000,000) [$650,000 / 0.5% = $130,000,000].

C. Actual Art Obligation. Pursuant to Section 7.4 of the Development Agreement, the Parties have agreed that that portion of Owner’s Public Art Obligation that exceeds Six Hundred Fifty Thousand Dollars ($650,000) must be satisfied through the actual provision of Public Art on the Property (“Owner’s Actual Art Obligation”). Unless otherwise proposed by Owner and included as a requirement within the Conceptual Project Art Program approved pursuant to Section

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II, Owner and City agree that Owner’s Actual Art Obligation will not be triggered until the estimated total aggregate construction cost of Project components exceeds One Hundred Thirty Million Dollars ($130,000,000). Consistent with the Specific Plan, expenses that may be attributed to Owner’s Actual Art Obligation include the artist fee for design and fabrication, mountings and bases for installation of the artwork, and lighting that is integral to the artwork, but do not include landscaping surrounding the art, delivery expenses, or installation costs. That portion of Owner’s Accrued Public Art Obligation that exceeds Six Hundred Fifty Thousand Dollars ($650,000) is referred to herein as “Owner’s Accrued Actual Art Obligation.” II. Conceptual Project Art Program
A. Conceptual Project Art Program Required. Before the first building permit for any building in the Project is issued, Owner shall prepare, submit, and obtain City approval of a concept Public Art program for the entire Project (the “Conceptual Project Art Program”). All Public Art that is thereafter constructed and installed on the Property must be consistent with the approved Conceptual Project Art Program.

B. Conceptual Project Art Program Components. The Conceptual Project Art Program shall include the following components:

1. Goals and Objectives. A description of the goals and objectives of the Conceptual Project Art Program.

2. Theme. A description of the proposed theme of the Public Art to be installed on the Property.

3. Standards. Standards governing type, media, materials, size, scope, and content of Public Art to be installed on the Property. All standards should be consistent with the Specific Plan provisions for Public Art. Owner shall consider the following when developing proposed standards for Public Art installations:
a. Relevance of the artwork to the City, its values, culture, and people; b. Suitability of the artwork for outdoor display, including its maintenance and conservation requirements.
c. Relationship of the artwork to the site, especially how it serves to activate or enhance public space.
d. Appropriateness of the scale of the artwork.
e. Community standards of decency;
f. Construction and material standards for Public Art set forth in the “Public Art” provisions of Section V of the Specific Plan. Pursuant to the Specific Plan, permissible types of Public Art include, but are not limited to, sculptures,

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paintings, graphic arts, mosaics, photographs, fountains, decorative arts, and the preservation of historical or cultural resources. The Specific Plan also requires that artwork be constructed of durable, long-lasting materials that can withstand outdoor display and require low maintenance. Recommended materials include bronze, stainless steel, high-grade aluminum or hard stones. In addition, the Specific Plan states that artworks incorporating water features must be designed so that the artwork can stand on its own should the water cease to function properly.

4. Location. A description and depiction of the locations where Public Art is anticipated to be installed and standards for locating Public Art. Consistent with the Specific Plan, Public Art installations (i) should be located in places that are open and easily accessible to the public; (ii) should be prominently placed within the Property; (iii) should be oriented toward the pedestrian experience of the Project and/or located within the Village Park; and (iv) should not be sited near monument signs, walls, benches, or utility boxes, since these structures may block viewing the art and diminish the aesthetic value of the artwork.

5. Criteria for Selection of Artists. A description of how artists commissioned to create or fabricate original art for the Project shall be selected and the criteria that shall be used to select artists. Pursuant to the Specific Plan, artists selected must have experience in design concepts, fabrication, installation and long-term durability of large-scale outdoor artworks, and be approved by the City’s Planning Agency prior to selection. Owner may, but is not required, to include a list of proposed artists and their qualifications as part of the Conceptual Project Art Program.

6. Drawings and Illustrations. Owner is encouraged to include concept drawings, illustrations, and/or visual examples depicting the type, nature, size, scale, and location of the types of Public Art envisioned by the Conceptual Project Art Program. At Owner’s option, Owner may include illustrations of specific proposed Public Art installations.

7. Phasing Plan. A phasing plan for the funding and installation of Public Art. a. The phasing plan shall provide for the funding and installation of Public Art on the Property within timeframes consistent with the anticipated phasing of the Project components and infrastructure and shall establish outside dates within the Term of the Development Agreement by which Public Art installations at specified locations or areas of the Property shall be completed. At a minimum, the phasing plan shall ensure that Public Art with a minimum value equal to or exceeding the amount of Owner’s Accrued Actual Art Obligation attributable to the Project components Owner is required to Develop in Phase One shall be installed prior to the date Owner is required to Complete Construction of such required Phase One components pursuant to Subsection 5.4.1 of the Development Agreement.
b. If the phasing plan contemplates that funds will be accumulated within a Public Art Fund established pursuant to Section V to facilitate the

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financing and planning of larger, Project-serving Pubic Art installations, it shall address the anticipated amounts needed to fund such Public Art installations, the anticipated timing of completion of such Public Art installations, and any applicable requirements or limitations with respect to deposits to or withdrawals from the Public Art Fund for such Public Art installations. c. The phasing plan shall address how Owner’s In-Lieu Payment Contribution shall be applied to satisfy Owner’s Public Art Obligation in relation to the sequence of issuance of building permits for construction of Project components. Unless otherwise proposed by Owner and included as a requirement within the approved Conceptual Project Art Program, Owner is not required to install any Public Art until the estimated total aggregate construction cost of Project components exceeds One Hundred Thirty Million Dollars ($130,000,000).

Notwithstanding the foregoing, at Owner’s option, the phasing plan may require the installation of Public Art in conjunction with the construction of Project components before the estimated total aggregate construction cost of the Project components exceeds One Hundred Thirty Million Dollars ($130,000,000). d. At Owner’s option, the phasing plan may include requirements for the funding and/or installation of Public Art in conjunction with the development of specific parcels of the Property and/or components of the Project, which shall be binding on and enforceable against future transferees, assignees, and developers.

7. Maintenance Standards. Proposed minimum maintenance standards for Public Art that is installed on the Property.

8. O&M Funding and Implementation. A description of the mechanism through which operation and maintenance of Public Art installed on the Property shall be funded and implemented for the life of the Project.

C. Review and Approval by Planning Agency. The Conceptual Project Art Program shall be subject to review by the City’s Planning Agency for conformance with the requirements and goals of the Specific Plan’s Public Art provisions. Owner understands and agrees that approval of Owner’s submitted Conceptual Project Art Program is subject to the discretionary approval of the City's Planning Agency, subject to applicable limits of state and federal law.

D. Amendments. The Conceptual Project Art Program may be amended from time to time with the approval of the City’s Planning Agency.

III. Final Art Submittals
A. Final Art Submittal Required. Before fabricating and installing any piece of Public Art, Owner must prepare, submit, and obtain City approval of final plans and specifications for such Public Art (“Final Art Submittal”).

4.5.a
Packet Pg. 164 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills Exhibit H-5
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B. Required Content of Final Art Submittals. Each Final Art Submittal shall describe and demonstrate how the proposed Public Art is consistent with the approved Conceptual Project Art Program and the Specific Plan and shall include, without limitation, detailed plans and specifications, schematics, and descriptions of the type, size, medium/material, location, content, and value of the proposed Public Art, a description of the proposed artist(s), a proposed timeline for installation of the Public Art, and a complete application for any Subsequent Development Approvals required for installation of the Public Art. More than one Public Art installation may be combined in a single Final Art Submittal.

C. Review and Approval by Planning Agency. The design, artist, type, size, medium, location, content, estimated value, and timeline for installation of each Public Art installation shall be subject to review the City’s Planning Agency for consistency with the Conceptual Project Art Program and conformance with the requirements and goals of the Specific Plan’s Public Art provisions. Owner understands and agrees that approval of each Final Art Submittal is subject to the discretionary approval of the City's Planning Agency, subject to the applicable limits of state and federal law; provided, however, that Planning Agency may not deny or impose conditions on a proposed Final Art Submittal based on aspects of the proposed Public Art that conform to the Conceptual Project Art Program approved by the Planning Agency.

IV. Installation of Approved Public Art
A. Obligation. Owner shall install approved Public Art within the timeframes set forth in the Conceptual Project Art Program phasing plan and each Final Art Submittal approved by the City’s Planning Agency.

B. Time Extensions. Time extensions not exceeding six (6) months may be approved by the City Manager, in his or her reasonable discretion. Time extensions exceeding six (6) months shall require approval of the Planning Agency, in its reasonable discretion.

C. Excusable Delay. The timeframes in which Owner is required to install Public Art shall be subject to extension for periods equal to the duration of any excusable delay pursuant to Section 22.1 of the Development Agreement.

D. Withholding of Permits for Noncompliance. In addition to any other remedies available to City, Owner’s failure to complete installation of Public Art within required timeframes shall entitle City to withhold future building permits or certificates of occupancy for the Project until Public Art of a value equal or exceeding the amount of Owner’s Accrued Actual Art Obligation has been installed.

V. Public Art Fund
A. Establishment of Public Art Fund. Rather than installing a separate Public Art installation in conjunction with the construction of each building to satisfy Owner’s Actual Art Obligation, Owner may accumulate funds in a fund held in trust by the City (the “Public Art

4.5.a
Packet Pg. 165 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills Exhibit H-6
155788992.17
Fund”) to facilitate the financing and planning of larger, Project-serving Public Art installations as provided in the approved Conceptual Project Art Program.

B. Effect of Deposits into Public Art Fund. Subject to any applicable requirements or limitations set forth in the approved Conceptual Project Art Program, deposits by Owner into the Public Art Fund in an amount equal to one-half percent (0.5%) of the estimated construction cost of any discreet Project component, as determined by City, shall permit Owner to obtain building permits and/or certificates of occupancy for such Project component prior to approval of Final Art Submittals for, and/or installation of, specified Public Art installations. Such deposits into the Public Art Fund shall not be deemed to satisfy or excuse Owner’s obligation under the Development Agreement to install actual Public Art.

C. Withdrawals from Public Art Fund. Following approval by the City’s Planning Agency of a Final Art Submittal for a Public Art installation intended to be financed with funds held in the Public Art Fund, Owner may withdraw funds from the Public Art Fund in an amount up to the estimated value of the Public Art installation, as determined by the Planning Agency in conjunction with approval of the Final Art Submittal. Consistent with the Specific Plan, allowable expenses attributable to the value of a Public Art installation include the artist fee for design and fabrication, mountings and bases for installation of the artwork, and lighting that is integral to the artwork, but do not include landscaping surrounding the art, delivery expenses, or installation costs.

D. Forfeiture in the Event of Expiration, Termination, or Cancellation of Development Agreement. In the event the Development Agreement expires or is terminated or cancelled pursuant to the terms of the Development Agreement, and Owner’s Accrued Actual Art Obligation has not been satisfied by the date of such expiration, termination or cancellation, that portion of the funds, if any, held in the Public Art Fund equal to the difference between Owner’s Accrued Actual Art Obligation and the value of Public Art that has actually been installed shall be forfeited to the City and deposited into City’s Public Art In-Lieu Fund.

VI. Project Building and Occupancy Permits
A. Building Permits. In order to be entitled to issuance of a building permit for any discreet Project component, Owner must demonstrate that the combination of (1) the value of specific Public Art installations already approved by the City’s Planning Agency, and (2) the amount deposited by Owner into a Public Art Fund to fund larger, Project-serving Public Art installations pursuant to the approved Conceptual Project Art Program, equals or exceeds the amount of Owner’s Accrued Public Art Obligation.

B. Certificates of Occupancy. In order to be entitled to issuance of a final certificate of occupancy for any building, Owner must demonstrate that it is in compliance with the timeframes for installation of Public Art set forth in the Conceptual Project Art Program phasing plan and all approved Final Art Submittals.

4.5.a
Packet Pg. 166 Attachment: Proposed Ordinance and Development Agreement (2775 : Second Reading & Adoption of Ordinance - Village at Laguna Hills City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: March 8, 2022
TO: Mayor/Chair and Council/Agency Members
FROM: Larry Longenecker
Community Development Director
ISSUE: Village at Laguna Hills Continued Joint Meeting
RECOMMENDATION: That the City Council and Planning Agency take the following actions:
1) Resume the Joint City Council and Planning Agency Meeting; 2) That the Planning Agency and City Council:
a) Independently consider the City of Laguna Hills General Plan Program Environmental Impact Report (PEIR) (State Clearinghouse No. 20080811100) as previously addended for the Five Lagunas Project along with the Fifth Addendum to the PEIR;
b) Adopt a Resolution entitled: “A Joint Resolution of the Planning Agency and the City Council of the City of Laguna Hills, California, adopting the Fifth Addendum to the 2009 General Plan Program Environmental Impact Report as previously addended for the Five Lagunas Project and a Mitigation Monitoring and Reporting Program for the Village at Laguna Hills Project pursuant to the California Environmental Quality Act”;
3) Adopt a Resolution entitled: “A Joint Resolution of the Planning Agency and City Council of the City of Laguna Hills, California, approving Site Development Permit, Master Sign Program, Conditional Use Permit, Vesting Tentative Tract Map, Development Agreement, Precise Plan No. USE-0010-2019, a request by MGP Fund X Laguna Hills, LLC, to modify the previously approved Five Lagunas Project to continue to redevelop the former Laguna Hills Mall site located at 24155 Laguna Packet Pg. 44

4.5.b
Packet Pg. 167 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Village at Laguna Hills Continued Public Hearing
March 8, 2022

Hills Mall, and making certain findings in connection therewith”; 4) That the City Council introduce for first reading, read by title only, and waive further reading of an Ordinance entitled: “An Ordinance of the City Council of the City of Laguna Hills, California, approving and adopting a Development Agreement between the City of Laguna Hills and MGP Fund X Laguna Hills, LLC for the Village at Laguna Hills Project.”
5) That the City Council dissolve the advisory ad hoc committee established on September 28, 2021, for the single-purpose of directing further development agreement negotiations for the Village at Laguna Hills Project.

SUMMARY:

On April 27, 2021, the City Council/Planning Agency conducted a joint public hearing (the Hearing) to consider approval of the Village at Laguna Hills (the Project). No action was taken on the Project at that Hearing; the City Council voted to keep the public hearing open and to continue the item to June 24, 2021. At the Hearing on June 24, the City Council/Planning Agency received additional public comment and voted to continue the Hearing to June 29, 2021. At the June 29 meeting, the City Council directed that the City retain the services of a qualified professional negotiator to engage in further development agreement negotiations with the Project applicant. The City Council/Planning Agency also voted to close the public hearing, which has remained closed since that date. The City Council/Planning Agency then continued the joint meeting to December 14, 2021.

On September 14, 2021, the City Council entered into a Retainer Agreement with the law firm of Stradling Yocca Carlson & Rauth for Mr. Thomas Clark to serve as the City’s authorized development agreement negotiator in connection with the Project. On September 28, 2021, the City Council formed an ad hoc committee to direct Mr. Clark during development agreement negotiations.

Because it was premature for the City Council/Planning Agency to further discuss or act on the proposed Project while mutually cooperative and productive development agreement negotiations were ongoing, the continued hearing/meeting scheduled for December 14, 2021, was canceled by mutual agreement of the parties and continued to February 8, 2022, and again to March 8, 2022.

Packet Pg. 45

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Packet Pg. 168 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Village at Laguna Hills Continued Public Hearing
March 8, 2022

As detailed in the Recommendation section of this report (above), Staff recommends approval of the Project application USE-0010-2019.

If determined needed, an alternative action is available to the City Council/Planning Agency consisting of the adoption of a resolution of denial, as detailed later in this report.

BACKGROUND:

Meeting Chronology
On April 27, 2021, the City Council/Planning Agency conducted a joint public hearing (the Hearing) to consider approval of resolutions and conduct the first reading of an ordinance approving and adopting a proposed Development Agreement pertaining to the redevelopment of the former Laguna Hills Mall as the Village at Laguna Hills (the Project). The Project is a modification to the previously approved Five Lagunas project.

No action was taken on the Project at that Hearing; the City Council voted to keep the public hearing open and to continue the item to June 24, 2021. At the Hearing on June 24, the City Council/Planning Agency received additional public comment, and voted to continue the Hearing to June 29, 2021.

On June 29, 2021, the City Council/Planning Agency held the continued joint public hearing regarding the Project. The public hearing concluded and was closed at the June 29 meeting. The public hearing for the Project remains closed. After closing the public hearing, the City Council deliberated the project and voted to direct the Interim City Manager to continue negotiating the terms of the proposed Development Agreement with the applicant/developer, MGP Fund X Laguna Hills, LLC (MGP), consistent with the City Council/Planning Agency Member comments and feedback given at the meeting, and that the City retain the services of a qualified professional negotiator to engage in further development agreement negotiations with the applicant/developer. The City Council/Planning Agency also voted to continue the joint meeting to December 14, 2021.

As detailed in the following section of this report, the City Council subsequently retained special counsel to assist in negotiation of the proposed Development Agreement and, thereafter, appointed an ad hoc subcommittee of two City Council members to work with special counsel in doing so. Discussions between City staff, special counsel, the ad hoc committee, and MGP regarding proposed terms and conditions of the required Development Agreement progressed, but additional time was needed to conclude the Packet Pg. 46

4.5.b
Packet Pg. 169 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Village at Laguna Hills Continued Public Hearing
March 8, 2022

negotiations and to prepare a revised proposed Development Agreement for the City Council’s consideration. Because it was premature for the City Council/Planning Agency to further discuss or act on the proposed Project while mutually cooperative and productive development agreement negotiations were ongoing, the continued hearing/meeting scheduled for December 14, 2021, was canceled by mutual agreement and continued to February 8, 2022, and again to March 8, 2022.

All hearing materials from the following City Council/Planning Agency meetings are incorporated herein and are included in Attachments a through e, respectively, by hyperlink to the City’s website: April 27, 2021; June 24, 2021, June 29, 2021; December 14, 2021 (meeting cancelled); and February 8, 2022 (meeting cancelled).

Development Agreement Negotiations
At the special meeting for the Project on June 29, 2021, the City Council/Planning Agency directed that the City commence a competitive procurement process to obtain the services of a qualified professional development agreement negotiator for purposes of engaging in further development agreement negotiations with the Project applicant/developer MGP. On September 1, 2021, the City Council reviewed proposals and interviewed two qualified candidate firms: Stradling Yocca Carlson & Rauth, and Armbruster Goldsmith & Delvac. The City Council selected Stradling Yocca Carlson & Rauth, represented by Mr. Thomas Clark, and on September 14, 2021, entered into a Retainer Agreement for Mr. Clark to serve as the City’s authorized development agreement negotiator in connection with the Project.

On September 28, 2021, the City Council established an ad hoc advisory committee, comprised of two City Council members (less than a quorum), Mayor Wheeler and Mayor Pro Tempore Heft, for the sole purpose of directing Mr. Clark during further development agreement negotiations with the applicant regarding the Project.

At the direction of the ad hoc committee, Mr. Clark further negotiated the Development Agreement with the applicant/developer to include additional Community Benefit Fees, as detailed in the attached redline of the Development Agreement (Attachment i) and Development Agreement outline summary (Attachment j) prepared by Mr. Clark. Mr.

Clark will be available at the March 8, 2022, meeting to review the proposed changes to the Development Agreement.

Packet Pg. 47

4.5.b
Packet Pg. 170 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Village at Laguna Hills Continued Public Hearing
March 8, 2022

Added Condition of Approval
A condition of approval has been added to the proposed resolution approving the project (Condition 7A, Attachment g). The new condition requires review and comment by the Community Development Director for all final architectural treatments, exterior materials, and colors, prior to submittal of building permits for any of the project buildings, for confirmation that the project submittal conforms to the existing development approvals and that the quality of finishes is complementary to the local aesthetic.

Refined Plan Set
The applicant has submitted a refined plan set. It is important to note there are no changes proposed to the Project proposal. Rather, the applicant reorganized the Project Summary on Sheet SD1.01, making it easier to understand and using coloring for each land use category that coincides with the “Master Plan, Full Build” Plan on Sheets SD1.03 and SD1.03B. In addition, the Phasing Plan (Sheets SD1.04 through SD1.08) was removed to avoid confusion or conflict with the project conditions of approval, the Development Agreement phasing requirements and the District Sequencing Plan sheets provided in the Civil section of the Project plans.

Updated Resolutions
Staff has updated the proposed resolutions associated with the Project to reflect the continued meeting dates. These are included as Attachments f and g.

Updated Ordinance
Staff has provided an updated proposed ordinance (Attachment h) adopting the project Development Agreement, as discussed earlier in this report.

Public Comments
Since the June 29, 2021, continued public hearing, the City has received seven written public comments. These are included as Attachment n.

CEQA FINDINGS:

See the proposed resolution (Attachment f) adopting the Fifth Addendum to the 2009 to the General Plan Program Environmental Impact Report.

Packet Pg. 48

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Packet Pg. 171 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Village at Laguna Hills Continued Public Hearing
March 8, 2022

FISCAL IMPACT:

See the April 27, 2021, staff report (Attachment a).

ALTERNATIVE:

The City Council/Planning Agency could, alternatively, vote to adopt a resolution denying the Development Agreement. A proposed resolution of denial is provided as Attachment k.

ATTACHMENTS:
• Attachment a - April 27, 2021 Staff Report, Attachments • Attachment b - June 24, 2021 Staff Report, Attachments • Attachment c - June 29, 2021 Staff Report, Attachments • Attachment d - December 14, 2021 (Cancelled) Staff Report, Attachments • Attachment e - February 8, 2022 (Cancelled) Staff Report • Attachment f - Resolution Approving the Fifth Addendum • Attachment g - Resolution Approving USE-0010-2019
• Attachment h - Ordinance Approving and Adopting the Development Agreement • Attachment i - Development Agreement in Redline Version • Attachment j - Development Agreement Outline Summary
• Attachment k - Resolution Denying the Development Agreement • Attachment l - Project Plans (Link)
• Attachment m - Master Sign Program (Link)
• Attachment n - Comment Letters Received After 3PM June 29, 2021 • Attachment o - Hotel Feasibility Study, HVS, dated December 13, 2021 • Attachment p - Addendum to Hotel Feasibility Study, HVS, dated December 14, 2021
Packet Pg. 49

4.5.b
Packet Pg. 172 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village The Village at Laguna Hills
Attachment a
Attachments from April 27, 2021 Public Hearing Agenda Package Due  to  file size limitations,  the Attachments  from  the April 27, 2021  Joint Public Hearing  of  the  Planning  Agency  and  City  Council  for  the  Village  at  Laguna  Hills Project can be viewed and downloaded at:
https://www.lagunahillsca.gov/176/Planning‐Projects‐New‐Developments a
Packet Pg. 50
Attachment: Attachment a - April 27, 2021 Staff Report, Attachments (2767 : Village at Laguna Hills Continued Public Hearing)

4.5.b
Packet Pg. 173 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village The Village at Laguna Hills
Attachment b
Attachments from June 24, 2021 Public Hearing Agenda Package Due to file size limitations, the Attachments from the June 24, 2021 Continued Joint Public Hearing of  the Planning Agency and City Council  for  the Village at Laguna Hills Project can be viewed and downloaded at:
https://www.lagunahillsca.gov/176/Planning‐Projects‐New‐Developments b
Packet Pg. 51
Attachment: Attachment b - June 24, 2021 Staff Report, Attachments (2767 : Village at Laguna Hills Continued Public Hearing)

4.5.b
Packet Pg. 174 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village The Village at Laguna Hills
Attachment c
Attachments from June 29, 2021 Public Hearing Agenda Package Due to file size limitations, the Attachments from the June 29, 2021 Continued Joint Public Hearing of  the Planning Agency and City Council  for  the Village at Laguna Hills Project can be viewed and downloaded at:
https://www.lagunahillsca.gov/176/Planning‐Projects‐New‐Developments c
Packet Pg. 52
Attachment: Attachment c - June 29, 2021 Staff Report, Attachments (2767 : Village at Laguna Hills Continued Public Hearing)

4.5.b
Packet Pg. 175 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village The Village at Laguna Hills
Attachment d
Attachments from December 14, 2021 (cancelled) Public Hearing Agenda Package Due to file size limitations, the Attachments from the December 14, 2021 Cancelled Joint Public Hearing of the Planning Agency and City Council for the Village at Laguna Hills Project can be viewed and downloaded at:
https://www.lagunahillsca.gov/176/Planning‐Projects‐New‐Developments d
Packet Pg. 53
Attachment: Attachment d - December 14, 2021 (Cancelled) Staff Report, Attachments (2767 : Village at Laguna Hills Continued Public Hearing)

4.5.b
Packet Pg. 176 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village The Village at Laguna Hills
Attachment e
Staff Report from February 8, 2022 (cancelled) Public Hearing Agenda Package Due to file size limitations, the Staff Report from the February 8, 2022 Cancelled Joint Public Hearing of the Planning Agency and City Council for the Village at Laguna Hills Project can be viewed and downloaded at:
https://www.lagunahillsca.gov/176/Planning‐Projects‐New‐Developments e
Packet Pg. 54
Attachment: Attachment e - February 8, 2022 (Cancelled) Staff Report (2767 : Village at Laguna Hills Continued Public Hearing)

4.5.b
Packet Pg. 177 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village

1563878.2
RESOLUTION NO. _____

A JOINT RESOLUTION OF THE PLANNING AGENCY AND

THE CITY COUNCIL OF THE CITY OF LAGUNA HILLS,

CALIFORNIA, ADOPTING THE FIFTH ADDENDUM TO THE
2009 GENERAL PLAN PROGRAM ENVIRONMENTAL

IMPACT REPORT AS PREVIOUSLY ADDENDED FOR THE

FIVE LAGUNAS PROJECT AND A MITIGATION

MONITORING AND REPORTING PROGRAM FOR THE

VILLAGE AT LAGUNA HILLS PROJECT PURSUANT TO
THE CALIFORNIA ENVIRONMENTAL QUALITY ACT.

The Planning Agency and the City Council of the City of Laguna Hills, California, hereby finds, determines, declares, and resolves as follows:

WHEREAS, MGP Fund X Laguna Hills, LLC (“Developer”) initiated an application with the City of Laguna Hills ("City") for approval of land use entitlements in order to continue to redevelop the existing approximately 68-acre former Laguna Hills Mall site generally located along the southerly side of El Toro Road and the westerly side of Avenida de la Carlota in the City of Laguna Hills (the “Property”) through the continued demolition and removal of the Laguna Hills Mall structure and the construction of a new retail and entertainment core, perimeter commercial pads, office buildings, a hotel, multifamily housing, parking structures, a central communal open space (Village Park) and related amenities, (the "Project"); and,
WHEREAS, the City Council serves as, and is, the Planning Agency of the City pursuant to Government Code Section 65100; and,
WHEREAS, in June 2009, in connection with an update to the General Plan ("Update"), the City prepared a Program Environmental Impact Report entitled "City of Laguna Hills General Plan Program Environmental Impact Report, June 2009, State Clearinghouse No. 20080811100" ("PEIR"). On July 14, 2009, the City Council certified the PEIR and adopted a Statement of Findings of Fact, a Statement of Overriding Considerations and Mitigation Monitoring Program. The City filed a Notice of Determination on July 15, 2009; and,
WHEREAS, on April 12, 2011, the City Council adopted an Addendum to the PEIR ("First Addendum") prepared in connection with the adoption of an amendment to the Urban Village Specific Plan ("Specific Plan Amendment"); and, WHEREAS, on November 12, 2012, the City Council adopted an Addendum to the PEIR ("Second Addendum") prepared in connection with approval of the Oakbrook Village Shopping Center Redevelopment Project; and, f
Packet Pg. 55
Attachment: Attachment f - Resolution Approving the Fifth Addendum (2767 : Village at Laguna Hills Continued Public Hearing)

4.5.b
Packet Pg. 178 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village

1563878.2
WHEREAS, on March 22, 2016, the City Council adopted an Addendum to the PEIR (“Third Addendum”) prepared in connection with approval of Site Development Permit, Master Sign Program, Conditional Use Permit, Parking Use Permit, Vesting Tentative Tract Map, and Precise Plan No. 2-15-3114 for the Property, which authorized redevelopment of the existing Laguna Hills Mall with a mixed-use retail and residential project named as the “Five Lagunas Project”; and,
WHEREAS, on April 10, 2018, the City Council adopted an Addendum to the PEIR ("Fourth Addendum") prepared in connection with approval of modifications to the Oakbrook Village Shopping Center Redevelopment Project; and, WHEREAS, the Village at Laguna Hills Project is a modification of the Five Lagunas Project previously approved in 2016; and,
WHEREAS, the continued redevelopment of Laguna Hills Mall through modification of the 2016 Five Lagunas Project is subject to the California Environmental Quality Act, Public Resources Code Section 21000 et seq., and California Code of Regulations, Title 14, Sections 15000 et seq. (“CEQA”); and, WHEREAS, the City of Laguna Hills, as lead agency, has evaluated the Project’s potential environmental impacts and has determined that the Project will not: (1) result in any new significant impacts or a substantial increase in the severity of previously identified significant impacts as compared to the environmental impacts of the Five Lagunas Project that were examined in the Third Addendum; or (2) require any new mitigation measures or alternatives. The applicable mitigation measures identified in the Third Addendum for the Five Lagunas Project are incorporated into the design of the Project or are imposed either as mitigation measures or as conditions of approval for the Project, or both, as appropriate. The City, therefore, has prepared a Fifth Addendum to the PEIR for the Project (the “Fifth Addendum”) pursuant to Public Resources Code Sections 21166 and CEQA Guidelines Sections 15162 and 15164; and, WHEREAS, on April 2, 2021, the City caused public notice to be given of the City Council's intention to consider adoption of the Fifth Addendum for the Project, and on April 27, 2021, the City Council held a public hearing on adoption of the Fifth Addendum, and continued the public hearing to June 24, 2021, and again continued the public hearing to June 29, 2021, and again continued the public hearing to December 14, 2021, with that meeting being cancelled and the item continued to February 8, 2022, with that meeting being cancelled and the item continued to March 8, 2022; and, WHEREAS, the City Council has considered the Fifth Addendum along with the PEIR as previously addended for the Five Lagunas Project in the Third Addendum pursuant to CEQA Guidelines Section 15164(d).

NOW, THEREFORE, THE PLANNING AGENCY AND CITY COUNCIL OF

THE CITY OF LAGUNA HILLS, CALIFORNIA, DO RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS:
f
Packet Pg. 56
Attachment: Attachment f - Resolution Approving the Fifth Addendum (2767 : Village at Laguna Hills Continued Public Hearing)

4.5.b
Packet Pg. 179 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village

1563878.2
SECTION 1. The City Council has independently considered the Fifth Addendum, along with the PEIR as previously addended for the Five Lagunas Project, and finds that no further environmental documentation is permitted or required because: (i) there are no substantial changes in the Project requiring major revisions of the PEIR as previously addended due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (ii) there are no substantial changes with respect to the circumstances under which the Project is being undertaken which will require major revisions of the PEIR as previously addended for the Five Lagunas Project due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; and (iii) there is no new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the PEIR was addended for the Five Lagunas Project, showing that: (a) the Project will have one or more significant effects not discussed in the PEIR as previously addended for the Five Lagunas Project; (b) significant effects previously examined will be substantially more severe than shown in the PEIR as previously addended for the Five Lagunas Project; (c) mitigation measures or alternatives previously found not feasible would in fact be feasible, and would substantially reduce one or more significant effects of the Project, but the mitigation measures or alternatives have not been adopted; or (d) mitigation measures or alternatives considerably different from those analyzed in the PEIR as previously addended for the Five Lagunas Project would substantially reduce one or more significant effects on the environment, but those mitigation measures or alternatives have not been adopted. (Public Resources Code § 21166 and CEQA Guidelines §§ 15162 and 15164.) SECTION 2. The Fifth Addendum attached hereto as Exhibit "A" is hereby adopted.

SECTION 3. The City Council finds that the above recitations are true and correct and constitute the findings of the City Council and Planning Agency in this case.

SECTION 4. The Community Development Director is hereby directed and authorized to cause a Notice of Determination to be filed and posted pursuant to Public Resources Code Section 21152(a) and CEQA Guidelines Section 15094(a) within five (5) days after the adoption of the ordinance approving the Development Agreement for the Project.

SECTION 5. This Resolution shall take effect upon adoption by the City Council of an Ordinance approving the proposed Development Agreement for the Project.

PASSED, APPROVED, AND ADOPTED this 8th day of March, 2022. ________________________________

DAVE WHEELER, MAYOR
ATTEST:
______________________________________

MELISSA AU-YEUNG, CITY CLERK
f
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Attachment: Attachment f - Resolution Approving the Fifth Addendum (2767 : Village at Laguna Hills Continued Public Hearing)

4.5.b
Packet Pg. 180 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village

1563878.2

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss

CITY OF LAGUNA HILLS )
I, Melissa Au-Yeung, City Clerk of the City of Laguna Hills, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No.

PA2022- adopted by the Planning Agency and City Council of the City of Laguna Hills, California, at a Regular Meeting thereof held on the 8th day of March, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
(SEAL)
_____________________________________

MELISSA AU-YEUNG, CITY CLERK
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RESOLUTION NO. PA2022-

A JOINT RESOLUTION OF THE PLANNING AGENCY

AND CITY COUNCIL OF THE CITY OF LAGUNA HILLS,

CALIFORNIA, APPROVING SITE DEVELOPMENT

PERMIT, MASTER SIGN PROGRAM, CONDITIONAL

USE PERMIT, VESTING TENTATIVE TRACT MAP,
DEVELOPMENT AGREEMENT, PRECISE PLAN NO.

USE-0010-2019, A REQUEST BY MGP FUND X LAGUNA

HILLS, LLC TO MODIFY THE PREVIOUSLY APPROVED

FIVE LAGUNAS PROJECT TO CONTINUE TO

REDEVELOP THE FORMER LAGUNA HILLS MALL SITE
LOCATED AT 24155 LAGUNA HILLS MALL, AND

MAKING CERTAIN FINDINGS IN CONNECTION

THEREWITH
The Planning Agency and the City Council of the City of Laguna Hills, California, hereby finds, determines, declares, and resolves as follows:

WHEREAS, MGP Fund X Laguna Hills, LLC (“Applicant”) has filed an application for approval of land use entitlements in order to continue to redevelop the existing approximately 68-acre former Laguna Hills Mall property located at 24155 Laguna Hills Mall (“Project Site”). The irregularly-shaped Project Site is immediately west of I-5 and Avenida de la Carlota, south of El Toro Road, east of Calle de la Louisa, and north of Calle de los Caballeros and the Oakbrook Village Shopping Center; and WHEREAS, on November 26, 2002, the City Council of the City of Laguna Hills adopted the Urban Village Specific Plan ("UVSP"). The development area covered by the UVSP (“UVSP area”) consists of 240 acres bounded by Paseo de Valencia on the north and west, Los Alisos Boulevard on the south, and Interstate 5 (I-5) on the east. The UVSP regulates development within the Village Commercial area (which encompasses the UVSP area) of Laguna Hills. The purpose of the UVSP is to develop a community core in which a variety of public, regional commercial, recreational, and high-density residential uses work in concert to create an "urban village." The UVSP provides for a continuing mix of land uses, including retail, residential, hotel, medical offices, and general offices. The allowed development intensity in the Urban Village is regulated based on vehicle trip generation limits, not land use type or size of the project, and the UVSP provides for flexibility in development options and the mix of land uses, provided established anticipated aggregate vehicle trip limits generated by new development are not exceeded. The City implements this aspect of the UVSP through a vehicle trip budget debiting process, pursuant to which additional peak hour vehicle trips generated by each new development or redevelopment project are subtracted from the current aggregate total additional peak hour vehicle trips available to accommodate future new development in the UVSP area (the "Trip Budget Allocation"). Pursuant to the UVSP, applicants for new development projects are authorized to develop to the maximum intensity of their plans g
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upon verification that the vehicle trip generation impacts created by the new development will not exceed the remaining Trip Budget Allocation. Proposed developments in the UVSP area that seek to incorporate a mix of uses also require approval of a precise plan of development, which regulates the exact mix of uses within a development site in order to allow the community to assess potential impacts from the project and to provide a balance of uses and purposes that promote community image, reduce undesirable environmental consequences, and improve the fiscal abilities of the City to meet locallyexpressed needs; and WHEREAS, in July 2009, the City Council adopted the 2009 Comprehensive General Plan Update ("Update"). The Update identified the UVSP area for expansion/revitalization and increased commercial and residential development. In connection with approving the Update, the City prepared a Program Environmental Impact Report entitled "City of Laguna Hills General Plan Program Environmental Impact Report, June 2009, State Clearinghouse No. 20080811100" ("PEIR"). On July 14, 2009, the City Council certified the PEIR, adopted a Statement of Findings of Fact, a Statement of Overriding Considerations and a Mitigation Monitoring Program; and WHEREAS, in April 2011, the City Council adopted the Urban Village Specific Plan Amendment ("UVSP Amendment") in order to implement the Update. The UVSP Amendment updated the UVSP to reflect the development intensification approved in the Update; modify the Trip Budget Allocation to 1,243ꞏadditional AM Peak Hour Trips and 2,272 additional PM Peak Hour Trips consistent with the Update; modify the development standards in the UVSP in order to integrate and improve internal consistency between the existing commercial and residential development standards; incorporate the mixed-use application process and development standards already contained in the City's Development Code; and update the Public Art section of the UVSP to clarify the management of the funds collected. On April 12, 2011, the City Council adopted an Addendum to the PEIR prepared in connection with adoption of the UVSP Amendment (the "First Addendum"); and
WHEREAS, in November, 2012, the Planning Agency and City Council approved the Oakbrook Village Shopping Center Redevelopment Project, which proposed the redevelopment of a portion of the Oakbrook Village shopping center that is south of the Project Site (and also within the UVSP) with a multi-phase mixed use project consisting of residential units, renovated and expanded retail uses, public open space, pedestrian pathways, and private and public infrastructure improvements, and adopted an Addendum to the PEIR prepared in connection with the approval (“Second Addendum”); and
WHEREAS, in March 2016, the Planning Agency and City Council approved Site Development Permit, Master Sign Program, Conditional Use Permit, Parking Use Permit, Vesting Tentative Tract Map, and Precise Plan No. 2-15-3114 for the Project Site, which authorized redevelopment of the existing Laguna Hills Mall and Project Site with a mixed-use retail and residential project branded “Five Lagunas.” The Five Lagunas Project included a plan to convert a portion of the existing enclosed mall space g
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into a pedestrian-oriented, open-air experience with connectivity to surrounding commercial and residential uses; demolition and reconstruction of portions of the existing mall structure, with other portions of the mall remaining in place and undergoing extensive renovations with updated design; construction of a number of additional uses around the central mall building, consisting of additional retail offerings and dining locations; and highdensity multifamily dwelling units within three apartment-style buildings, one of which also included ground floor retail uses. On March 22, 2016, the Planning Agency and City Council adopted an Addendum to the PEIR prepared in connection with approval of the Five Lagunas Project (the “Third Addendum”); and
WHEREAS, in 2018, the Planning Agency and City Council approved a modification to the Oakbrook Village Shopping Center Redevelopment Project to permit the construction of additional commercial/retail buildings and adopted an Addendum to the PEIR prepared in connection with the approval (the “Fourth Addendum”); and WHEREAS, the Applicant now desires to modify the 2016 Five Lagunas Project through implementation of land use entitlements and a development agreement in order to continue to redevelop Project Site through the continued demolition and removal of the remaining portions of the Laguna Hills Mall structure and the construction of a new retail and entertainment core, perimeter commercial pads, office buildings, a hotel, multifamily housing, parking structures, a central communal open space (Village Park), and related amenities, rebranded as “The Village at Laguna Hills” (“Project”). The application (USE-0010-2019) includes the following discretionary permits: a Site Development Permit for new development, a Master Sign Program for various on-site signs, a Conditional Use Permit for a new health club facility and a hotel, a Conditional Use Permit to allow shared parking, a Vesting Tentative Tract Map to subdivide the Project Site into 16 lots, and a Precise Plan for mixed use development of the Project Site. The Applicant has also voluntarily applied for and requested the City enter into a statutory Development Agreement in conjunction with its application for approval of the foregoing discretionary permits, and the Planning Agency and City Council have considered approval of these permits and the related conditions of approval in conjunction with the proposed Development Agreement. The Village at Laguna Hills Project envisions a mixed-use urban village that includes a combination of high-density residential, retail, office, lodging, entertainment, and open space and recreation uses. Project implementation involves the following development activities: demolition of the existing and remaining mall building, a few free-standing building pads, and various hardscape improvements (e.g., paved parking areas, walkways); development of approximately 225,000 square feet of new retail building space to accommodate retail, services, restaurants, a health club, and a 50,000 square-foot, 1,200-seat theater; development of five multi-story residential buildings (one mixed-use retail/ residential building and four residential buildings) containing a total of 1,500 dwelling units and associated structured parking wrapped into the buildings; development of four, four-story commercial office buildings totaling approximately 465,000 square feet; development of a 100- to 150-room, five-story boutique hotel with ground-level retail space; development of a centralized Village Park; development of numerous vehicular access, circulation and parking improvements, including new driveways (signalized and non-signalized), private streets g
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and drive aisles, parking lots/areas, and parking spaces (perpendicular and parallel) along key streets; reconfiguration and enhancement of existing parking areas to remain; development of various site improvements that include the renovation of existing landscape areas and installation of new landscaping and pedestrian walkways and paths throughout the Project Site; removal, replacement and/or construction of utility systems (water, sewer, storm drain, and other public utilities) necessary to support the Project; and installation of signage, including free-standing, building, poll-mounted, regulatory, street identification, and numerous directional, wayfinding, and advertising signs. The Project is more fully described in the document entitled "Addendum to the City of Laguna Hills General Plan Update EIR Village at Laguna Hills Project March 2021 ("Fifth Addendum"), which is incorporated by this reference; and WHEREAS, the Village at Laguna Hills Project is a modification of the Five Lagunas Project previously approved in 2016; and
WHEREAS, the continued redevelopment of the Project Site through modification of the 2016 Five Lagunas Project is subject to the California Environmental Quality Act, Public Resources Code Section 21000 et seq., and California Code of Regulations, Title 14, Sections 15000 et seq. ("CEQA"); and WHEREAS, the City of Laguna Hills, as lead agency, has evaluated the Project’s potential environmental impacts and concluded that the Project will not result in any new significant effects or a substantial increase in the severity of previously identified significant impacts compared to the Five Lagunas Project. The applicable mitigation measures identified in the Third Addendum for the Five Lagunas Project are incorporated into the design of the Project or are imposed either as mitigation measures or as conditions of approval for the Project, or both, as appropriate. The City, therefore, has concluded that no further environmental review is required pursuant to Public Resources Code Sections 21166 and California Code of Regulations, Title 14, Sections 15162 and 15164; and
WHEREAS, a duly noticed public hearing regarding the Project was held on April 27, 2021, which was continued to June 24, 2021, and continued again to June 29, 2021, and continued again to December 14, 2021, with that meeting cancelled and the item continued to February 8, 2022, with that meeting cancelled and the item continued to March 8, 2022; and
WHEREAS, concurrently with adoption of this Resolution, the Planning Agency and City Council jointly adopted Resolution No. ____ making findings regarding the Project’s potential environmental impacts and compliance with CEQA pursuant to Public Resources Code Section 21116 and California Code of Regulations, Title 14, Sections 15162 and 15164, and adopting the Fifth Addendum; and

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WHEREAS, concurrently with adoption of this Resolution, the City Council, introduced and conducted the first reading of an Ordinance approving the proposed Development Agreement between the City of Laguna Hills and MGP FUND X LAGUNA HILLS, LLC for the Project.

NOW, THEREFORE, THE PLANNING AGENCY AND CITY COUNCIL OF

THE CITY OF LAGUNA HILLS, CALIFORNIA, DO RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated herein by reference.

SECTION 2. That the required findings by the City for approval of USE-0010-2019 have been met and made as follows:

Site Development Permit

1. The site design complies with standards of the Development Code in that:

The Project is located within the Village Commercial zoning district and is subject to the provisions of the UVSP. As conditioned, the Project will be in conformance with the development standards for properties within the Village Commercial zone and UVSP area, including density, building FAR, landscape requirements, parking requirements, setbacks, building height, and other development standards required.

2. The site is suitable for the proposed development in that:

The Project Site presently consists of a vacant regional mall (with more than half of the mall building demolished), several outlying buildings, surface parking and drive aisles, and various hardscape and landscape improvements. The Project proposes to redevelop the Project Site into a mixed-use urban village that includes a combination of high-density residential, retail, office, lodging, entertainment, and open space and recreation uses, and to incorporate a network of pedestrian and bikefriendly paths throughout to serve the community’s needs. The Project is consistent with the land use concept, design guidelines, and development standards in the UVSP and creates a village identity as envisioned in the UVSP.

The Project represents an increment of the total development anticipated in the UVSP as called for in the Update. From an environmental standpoint, the Project is also suitable for the site in that it would not result in any new significant impacts or a substantial increase in the severity of previously identified impacts as compared to the Five Lagunas Project in any environmental area including: aesthetics, air quality, biological resources, geology and soils, greenhouse gas emissions, hydrology and water quality, noise, transportation and traffic, and utilities and service systems Therefore, the Project will not result in any new significant impacts or a substantial increase in the severity of previously identified significant impacts to the neighborhoods surrounding the Project Site.
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3. The Project is consistent with the City's General Plan and applicable design guidelines in that:

Within the General Plan Land Use Element, the Project Site is designated as “Village Commercial”, which is envisioned as a master planned area (UVSP area) containing specific design standards and policies that enhance the pedestrian and vehicle circulation within a currently developed area. The intent of this designation is to establish a community core where commercial, civic, and high-density residential uses would be appropriate. The area should contain enhanced pedestrian areas that conveniently link commercial, residential, and civic activity areas. Typical uses include those associated with large regional malls, as well as a medical center, financial institutions, institutional and government uses, auto-related services, community facilities, professional offices, and high-density residential uses.

The Project implements the General Plan vision for the UVSP by providing for redevelopment of the existing, but vacant regional mall with a mixed-use project that will create a new urban village that will offer an array of entertainment, retail, restaurant, lodging, and residential uses and activity; a Village Park and multiple gathering spaces; and improved pedestrian and bicycle links that connect to and integrate the Civic Center, hospital area, adjacent Oakbrook Village shopping center, and Laguna Hills Transit Center.

The General Plan Land Use Element also identifies the UVSP area as a "future study area" for which intensification and redevelopment was expected to occur. The Project implements the General Plan vision for the area by providing for redevelopment of the Project Site with a mix of new land uses with various intensities, without exceeding the AM and PM peak hour vehicle trip budgets established by the UVSP.

Further, per the 2014-2021 General Plan Housing Element, the Project Site is identified as a potential housing development area with development intensity between 30 to 50 dwelling units per acre. As proposed, the Project’s 1,500 residential units comply with the allowed development intensity and with the overall trip budget allocated to the UVSP area.

The proposed commercial, office, and hotel buildings illustrate a modern architectural style complementary to the proposed residential contemporary style. All proposed buildings will be of quality design, with strong and appropriately-scaled framework of architectural and landscape architectural elements and design that conform to the UVSP design guidelines. The massing of the buildings and landscaping within the Project Site will be designed to create a sense of unity. High-quality development features will be provided throughout the Project Site through site design (e.g., building orientation, screening and placement of service areas), architecture (e.g., mass, scale and form, style, material and color) and streetscape elements (e.g., lighting, street furnishings, paving materials). Project development will enhance and g
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strengthen the character of the Project Site through landscaping, hardscape, and other improvements onsite and along the street edges.

The proposed Project is consistent with and help implement the following goals of the General Plan Land Use and Housing Elements:
• Goal LU-1. Create diverse and vibrant activity centers and events that bring people together as a community.
• Goal LU-2. Ensure development is compatible and interdependent with neighboring uses
• Goal LU-3. Encourage infill development that involves the revitalization of property in an economically and environmentally sustainable manner. • Goal LU-4. Place a high priority on design, architecture, and landscaping that reflect the community’s identity and gracious lifestyle. • Goal LU-6. Expand the variety of services, shopping, and entertainment opportunities in the community.
• Goal LU-7. Facilitate the creation and expansion of private sector businesses and associated local career choices for Laguna Hills residents. • Goal H-2. Facilitate the development of a range of housing types, densities, and affordability levels to meet the diverse needs of the community for all economic levels and age groups and special needs groups.

The proposed Project is also consistent with a number of policies set forth in the General Plan, including, but not limited to the following:
 Policy LU-1.1: Encourage new mixed-use developments in the Urban Village that complement and enhance Laguna Hills’ existing community character.  Policy LU-1.2: Encourage the compatible integration of residential and service retail uses in proximity to job centers.
 Policy LU-1.3: Promote intensified and revitalized land uses in the Urban Village within traffic, parking, and transit capabilities.
 Policy LU-1.4: Promote walkability throughout the community through enhanced pedestrian amenities, attractive streetscapes, plazas, and civic gathering spaces.  Policy M-6.1: Reduce the amount of land devoted to parking, if feasible, by integrating multiple use and creative parking solutions that still provide adequate parking for all uses.
 Policy M-6.3: Develop flexible and creative solutions for parking in the Urban Village that respect its proximity to transit and park and ride, and its mix of uses.  Policy M-6.4: Encourage parking in shared surface lots or parking structures to make the most efficient use of land.
 Policy M-6.5: Identify solutions to neighborhood- and activity-specific parking issues through implementation of a broad range of parking management tools and strategies.
 Policy H-2.1: Provide opportunities for higher density residential development, mixed use residential/commercial development, and transit-oriented development in appropriate areas of the City.
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4. The site design and structural components are appropriate for the site and function of the proposed uses in that:

The proposed commercial, office, hotel and residential buildings will be of quality contemporary design with a strong and appropriately-scaled framework of architectural and landscape architectural elements and design. The new buildings have been placed in a manner that meet the development standards and design guidelines of the UVSP, while making the best use of available space and maintaining a cohesive ‘flow’ between old and new portions of the Project Site. The massing of the buildings and landscaping will be designed to create a sense of unity.

The proposed office parking structures would be internal to the Project Site and incorporate architectural elements and design features that provide visuallyappealing elements and reduce the overall massing and scale of the structures.

High-quality development features will be provided throughout the project site through site design (e.g., building orientation, screening and placement of service areas), architecture (e.g., mass, scale and form, style, material and color) and streetscape elements (e.g., lighting, paving materials). Project development will enhance and strengthen the character of the Project Site through the addition of landscaping, hardscape, a network of pedestrian pathways and bicycle lanes, and other improvements onsite and along the street edges.

Master Sign Program

1. That the design and application of the sign criteria required by the development code are satisfied by the proposed sign program.

The City's Development Code provides for deviations from the standard sign criteria subject to the approval of a Master Sign Program by the Planning Agency. The Project’s Master Sign Program (“MSP”) proposes a variety of signs and monuments that are unique and both enrich the visual quality of the development and interest to the pedestrian environment. The proposed sizes and locations of the signs reinforce the contemporary character of the Project and are appropriate for this type of development.

2. That the sign program provides a compatible and harmonious design between advertising, landscaping, and building design.

The MSP is a comprehensive signage program designed to complement the proposed redevelopment Project by promoting a compatible and harmonious design between advertising, landscaping, and building design. The sign program is an integral part of the Project site’s architectural features and crafted to complement the new buildings and landscaping in a manner consistent with the UVSP.

Freestanding signs will be finished in materials that are consistent with the major project entry and secondary entry features along El Toro Road in the Urban Village area and will complement the buildings on site, and will be placed in landscaped g
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areas that will accent the signs. Wall signs make use of quality materials and construction and are proportional to the building façade to which they are attached.

Therefore, the sign program provides a compatible and harmonious design between advertising, landscaping, and building design.

Conditional Use Permit (Health Club and Hotel)

1. The proposed use is consistent with the General Plan in that:

The General Plan Land Use Element designates the Project Site “Village Commercial” and the Project Site is located within the UVSP. The purpose of the Village Commercial land use designation is to develop a community core in which a variety of public, regional commercial, recreational, and high-density residential uses work in concert to create an urban village with uses interconnected through safe pedestrian pathways. A health club is consistent with the concept of an integrated urban village wherein residents and visitors engage in recreational activities and physical exercise. The health club promotes interaction among the various surrounding uses and provides an opportunity for residents and visitors to pursue fitness and other health-related activities in the same location where they shop, work, and/or live. A hotel is also consistent with the concept of an integrated urban village as it provides a means for guests to not only enjoy the amenities and services offered by the hotel, but also the array of entertainment, retail, restaurant uses throughout the Project Site. The hotel also provides an opportunity for its guests and workers to engage with Project residents and visitors and enjoy the open space and recreation uses offered in the Village Park.

2. The nature, condition and development of adjacent uses, buildings and structures have been considered and the proposed conditional use will not adversely affect or be materially detrimental to the adjacent uses, buildings, or structures in that:

The proposed health club and hotel would be integrated components of the Project meeting the needs of both the local residential and business communities, as well as the local need for lodging uses. The proposed site design integrates pedestrian pathways providing safe and convenient access to the health club and hotel and connectivity to the surrounding areas, contributing to the overall health, vitality, and sense of community. The health club and hotel, together with other proposed uses, will provide a strong community connection with emphasis on the creation of new community gathering areas and recreational and lodging opportunities that contribute to the quality of life for the residents of Laguna Hills and the region. The health club and hotel will be included within new buildings and will not have any adverse effect on, or be materially detrimental to, the adjacent uses, buildings, or structures.

3. The proposed site is adequate in size and shape to accommodate the use and integrate it with the existing and planned uses in the vicinity in that:

The Project Site comprises 68 acres and overall Project development includes a combination of high-density residential, retail, office, lodging, entertainment, and g
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open space and recreation uses. All buildings and uses, including the health club and hotel, will comply with all design guidelines and land use and development standards (e.g., building setbacks and height) of the UVSP, applicable development standards of the City’s Development Code. The health club and hotel will be well connected to surrounding retail, commercial, and residential uses through pedestrian pathways and parking facilities integrating with the existing and planned uses in the vicinity.

4. All required development standards prescribed by the Laguna Hills Development Code can be achieved in that:

The Project is located within the Village Commercial zoning district and is subject to the provisions of the UVSP. The health club and hotel will developed be consistent with the land use and development standards and design guidelines of the UVSP, and with the applicable development standards of the City’s Development Code.

Parking requirements will be satisfied pursuant to a shared parking approach authorized by Chapter 9-44 and Section V of the UVSP.

5. The conditions and limitations placed upon the use are necessary to ensure compatibility with adjacent or abutting uses and the preservation of the public peace, safety, and welfare in that:

The health club and hotel will comply with the General Plan, the UVSP, and all relevant portions of the City’s Development Code. The conditions imposed herein are intended to maintain continued functionality of the health club and hotel while ensuring compatibility with adjacent uses and the preservation of the public peace, safety, and welfare. Condition of Approval No. 37 requires the owner(s) of the Project Site to enter into and record a Covenant Agreement to ensure the Project Site, including the health club and hotel components, is adequately maintained and operated as an integrated development.

Parking Use Permit

1. The proposed joint parking permit is consistent with the intent and purpose of the development code in that:

The purpose and intent of the Development Code (Chapter 9-44) is to ensure that all land uses provide safe access and onsite circulation with adequate off-street parking and loading facilities. By establishing required parking ratios for different types of commercial uses, the Development Code intends to anticipate the amount of parking that will be needed to adequately serve proposed uses, thereby ensuring parking availability and relative ease of parking for patrons, which is consistent with goals of the General Plan. Although slightly fewer parking spaces are proposed to serve the commercial components of the Project than would otherwise be required under a strict application of the parking ratios listed in the Development Code, the Applicant has demonstrated through completion of a shared g
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parking analysis that adequate parking exists for all proposed uses on the site, thereby meeting the intent of the Development Code in establishing parking standards. A total of 3,126 commercial parking spaces are proposed. While strict application of the City parking code ratios would require 3,432 spaces for the proposed commercial uses, existing demand and future development are expected to result in an actual maximum peak demand of 2,814 spaces (occurring at 1:00 P.M.) under weekday conditions and 1,702 spaces (occurring at 1:00 P.M.) under weekend conditions, corresponding to a surplus of 312 and 1,424 spaces, respectively.

Resident-dedicated parking spaces in excess of the number required under the Development Code will be provided in parking structures within each residential building.

2. The joint parking use permit provides a reasonable and enforceable means for all uses to share parking facilities in that:

Based on Section 9-44.050 of the Municipal Code, and as manifested in the shared parking analysis, the proposed Project includes 99,305 square feet of retail, 10,125 square feet of fine dining restaurants, 15,000 square feet of family restaurants, 35,570 square feet of fast-food restaurants, a 40,000 square foot health club, a 50,000 square foot cinema with 1,200 seats, a 150 room hotel, and 465,000 square feet of general office, which will be served by a 745 space five-level parking structure, a 937 space 4-level parking structure, and 1,444 parking spaces in numerous parking lots and along privately owned streets throughout the Project Site. In addition, the Project includes 2,813 residential parking spaces that will be in parking structures within each residential building to serve exclusively the 1,500 residential units proposed. The conditions of approval require the Applicant to implement a City approved Parking Management Plan to address potential parking issues prior to implementing shared parking. Further To ensure sufficient parking is maintained in the event of a change in the mix of non-residential uses on the Project Site, a condition has been included that authorizes the Community Development Director to require the preparation an updated shared parking analysis and implementation of any changes to the Project parking and circulation determined to be necessary.

3. The requirement for parking established by the joint parking use permit shall assure that parking demands for the participating uses are continually met:

The parking study conducted for the Project demonstrates that with the current proposed mix of uses, there is adequate parking for all uses, even at expected peak periods. To ensure sufficient parking is maintained in the event of a change in the mix of non-residential uses on the Project Site, a condition has been included that authorizes the Community Development Director to require the preparation an updated shared g
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parking analysis and implementation of any changes to the Project parking and circulation determined to be necessary. This will allow the Community Development Director to ensure consistency with the established joint use parking permit, thereby assuring that parking demands continue to be met for all uses on the subject site.

4. All the findings in support of a conditional use permit (1) The proposed use is consistent with the General Plan in that:

The General Plan supports shared parking so as to make the most efficient use of available land by integrating multiple uses and creative parking solutions that provide adequate parking for all uses. Further, the General Plan encourages the use of innovative parking management solutions to avoid excessive parking requirements in areas that are highly walkable and well served by transit.

Per the shared parking analysis prepared by Linscott Law & Greenspan, the Applicant has demonstrated that adequate parking will be provided for all proposed commercial uses on the project site.

Supplementary to the use of shared parking, the development utilizes innovate parking solutions that incorporates a network of pedestrian and bike-friendly paths throughout to make efficient use of the site with access to surrounding areas. Additionally, the nearby City of Laguna Woods provides shuttle services for their residents to the project site and public transit bus service is provided in the project area by the Orange County Transportation Authority (OCTA).
(2) The nature, condition and development of adjacent uses, buildings and structures have been considered and the proposed conditional use will not adversely affect or be materially detrimental to the adjacent uses, buildings, or structures in that:

The shared parking is an integrated component of the project and has been designed to supplement and enhance the multiple commercial uses proposed for the site. Per the shared parking analysis, the Applicant has demonstrated that the proposed site can accommodate enough parking to serve the existing and proposed uses on the subject site. Therefore, the parking use permit will not adversely affect or be materially detrimental to the adjacent uses, buildings, or structures. (3) The proposed site is adequate in size and shape to accommodate the use and integrate it with the existing and planned uses in the vicinity in that:
g
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The Applicant has demonstrated that the proposed site can accommodate enough parking to serve the existing and proposed uses on the subject site. Furthermore, the parking will not only be sufficient in size, but will be improved in quality due to attractive pedestrian connections, paseos, pedestrian plazas, design, and landscaping. For instance, pedestrian enhancements along all streets, specifically the Village Drive, pedestrian connections to the MemorialCare Saddleback Medical Center and offices across Calle de la Louisa, and pedestrian connections to the abutting Oakbrook Village mixed-use center demonstrate the integration between uses and properties envisioned by the UVSP.
(4) That all required development standards prescribed by this code can be achieved in that:

The project includes a total of 3,126 shared commercial parking spaces and 2,813 parking spaces strictly for residential uses. (The required residential parking will be gated off from the retail area and is not included in the shared parking request.) The Development Code sets forth parking ratios for individual uses. While the site would be slightly deficient in parking if each commercial use was considered by itself, the Code allows for shared use of parking facilities on sites containing multiple uses such as the proposed Project. Specifically, because more than 20 percent of the GLA within the Project Site results in restaurant, entertainment, or cinema use, the UVSP shared parking model must be applied in estimating the parking needs for the non-residential components of the Project. While strict application of the stand-alone parking ratios in the Development Code would require 3,432 parking spaces, the shared parking analysis determined that the future supply of 3,126 spaces for commercial uses will be adequate in meeting the Project’s non-residential parking requirements. Further, the analysis determined that peak parking demand would result in a demand for 2,814 spaces (occurring at 1:00 P.M.) under weekday conditions and 1,702 spaces (occurring at 1:00 P.M.) under weekend conditions for non-residential, corresponding to a surplus of 312 and 1,424 spaces respectively.
(5) The conditions and limitations placed upon the use are necessary to insure compatibility with adjacent or abutting uses and the preservation of the public peace, safety, and welfare in that:

The conditions imposed on the parking use permit, including but not limited to Conditions 27, 28, and 29 are intended to maintain continued functionality of the parking use plan thereby insuring compatibility with adjacent uses and the preservation of public peace, safety, and welfare. g
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Vesting Tentative Tract Map

1. The proposed subdivision is consistent with the General Plan and Urban Village Specific Plan in that:

The General Plan identifies the Project Site as a "future study area," in which intensification and redevelopment were expected to occur, and the site is designated in the General Plan Housing Element as a potential site for housing opportunities.

The Project implements the General Plan vision for the Future Study Area by redeveloping the existing site with a mix of new land uses with various intensities, without exceeding the AM and PM peak hour vehicle trip budgets established by the UVSP. Likewise, the Project is consistent with the UVSP in that a mixed-use development is identified as the preferred land use for the Project Site in the UVSP.

A trip budget assessment was conducted, given the Project’s location within the UVSP area. After debiting all development projects that have been approved since the June 2009 General Plan Update, the remaining UVSP trip budgets (as of September 2020) are 335 AM peak hour trips and 1,680 PM peak hour trips.

Subtracting the net Project AM peak hours trips (119 AM peak hour trips) and adding the net Project PM peak hour trips (910 PM peak hour trips) from the available UVSP trip budgets yields a residual UVSP trip budget after implementation of the Project of 216 AM peak hour trips and 2,590 PM peak hour trips, which is more than enough AM and PM Peak Hour Trips to support the Project.

2. The design or improvement of the proposed subdivision is consistent with the General Plan and Urban Village Specific Plan in that:

The Project includes improvements such as a pedestrian-oriented Main Street promenade, pedestrian plazas and the Village Park, various pedestrian paseos and pathways, open space amenities, entry features and signage, public art, architectural design, and landscaping that are consistent with the UVSP land use and development standards and design guidelines. Given the Project’s mixed-use urban village design—which includes a combination of high-density residential, retail, office, lodging, entertainment, and open space and recreation uses—the Project promotes smart growth and infill development, which are concepts that have been incorporated into the General Plan and UVSP.

3. The site is physically suitable for the type of development in that:

The Project Site comprises 68 acres, is relatively flat and bounded by two major arterial streets, a private, street, and a private driveway, and is physically suitable for the proposed mix of land uses. The Project Site presently consists of a vacant regional mall (with more than half of the mall building demolished) originally developed in 1973, several outlying buildings, surface parking and drive aisles, and various hardscape and landscape improvements. The site is currently underutilized and mostly vacant, and the buildings and overall site design do not reflect consumer demand for retail centers or the character of the surrounding uses and communities.

These conditions provide the perfect opportunity for redevelopment of the Project g
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Site, which will enhance the community character, optimize City investments in infrastructure and community facilities, increase employment opportunities and tax revenues, ensure the long-term viability of the Project Site, and promote a more a pedestrian- and bicycle-friendly environment.

4. The site is physically suitable for the proposed density of development in that:

The Project includes the construction of 1,500 residential dwelling units on five lots (Lots 11 through 15/16). Lot 11 comprises 4.6 acres and 230 dwelling units, for a density of 50 dwelling units per acre (du/ac); Lot 12 comprises 6.0 acres and 300 dwelling units, for a density of 50 du/ac; Lot 13 comprises 6.76 acres and 337 dwelling units, for a density of 49.9 du/ac; Lot 14 comprises 5.51 acres and 275 dwelling units, for a density of 49.9 du/ac; and Lots 15 and 16 are comprised of 7.17 acres and 358 dwelling units, for a density of 49.9 du/ac. The proposed residential density meets the General Plan and the UVSP density standard of 30 to 50 DUs/AC. In addition to allowable density, the Project is regulated based on vehicle trip generation limits to ensure that the City’s Mobility Element Level of Service (LOS) Standard “D” is not exceeded at any of the intersections within the area (with the exception of Congestion Management Plan [CMP] intersections for which LOS “E” is the minimum acceptable LOS) and that the Project does not exceed the overall AM and PM peak hour vehicle trips allowed within the UVSP area. With integration of the Project traffic-related improvements designed as a part of the Project—which include lane geometry, driveway reconfiguration, median modifications, and signalization—the Existing Plus Project and Year 2024 Cumulative Plus Project scenarios are not expected to cause significant traffic impacts at any of the 61 intersections or at any of the freeway mainline segments analyzed. Further, after debiting all development projects that have been approved since the June 2009 General Plan Update, the remaining UVSP trip budgets (as of September 2020) are 335 AM peak hour trips and 1,680 PM peak hour trips. Subtracting the net Project AM peak hours trips (119 AM peak hour trips) and adding the net Project PM peak hour trips (910 PM peak hour trips) from the available UVSP trip budgets yields a residual UVSP trip budget after implementation of the Project of 216 AM peak hour trips and 2,590 PM peak hour trips, which is more than enough AM and PM Peak Hour Trips to support the Project. Also, all utilities are available to serve the Project Site, and adequate street access is provided.

5. The design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidable injure fish or wildlife or their habitat in that:

The Project Site presently consists of a vacant regional mall (with more than half of the mall building demolished), several outlying buildings, surface parking and drive aisles, and various hardscape and landscape improvements; there is no fish or wildlife habitat on, adjacent to, or within vicinity of the Project Site. The Project’s potential environmental impacts were analyzed and it was determined that the Project will not result in any new significant impacts, or an increase in the severity of previously identified significant impacts compared to the Five Lagunas Project. No g
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natural biological resources or communities existed on or in the vicinity of the Project Site when the Five Lagunas Project was approved and no such resources exist at the present time since the site conditions have not changed.

6. The design of the subdivision or type of improvements is not likely to cause serious public health problems in that:

The Project improvements have been designed in accordance with all applicable codes and standards. The design of the proposed land division will not cause public health problems since the proposed parcels are similar to other commercial and residential parcels adjacent to the site that are similarly served by existing improved roads and utilities.

7. The design of the subdivision or the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision; or, if such easements exist, that alternate easements for access or for use will be provided and that these will be substantially equivalent to ones previously acquired by the public in that:

The project will impact existing water lines and easements used by the El Toro Water District (ETWD) in providing water to the general area. However, conditions of approval require the Applicant to design, relocate, and build these facilities to the satisfaction of ETWD to ensure adequate water service is provided to the Project Site as well as any other areas adjacent to the site that might utilize the existing facilities.

Further, prior to the approval of the final map(s), the Applicant is required to design water lines and associated infrastructure in accordance with ETWD standards and specifications.

8. The design of the subdivision, to the extent feasible, does have allowance for future passive or natural heating and cooling opportunities in that:

The design and orientation of buildings to be constructed as part of the subdivision improvements provide the opportunity for passive and/or natural heating and cooling to be provided. For example, proposed buildings will have substantial vertical and horizontal separation between existing buildings in the area and proposed building onsite so that the installation of future solar improvements can occur. Also, buildings with sun-facing exposures are provided shade with canopies and overhangs.

Dwelling unit structures that are part of the subdivision include opportunities for natural ventilation.

9. The design, density, and configuration of the subdivision strikes a balance between the effect of the subdivision on the housing needs of the region and of public service needs in that:

The Project will result in housing production well in excess of the City's 2014-2021 regional housing needs assessment allocation of two dwelling units. The type of housing stock proposed will increase the supply of studios, one-, two-, and threeg Packet Pg. 74
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bedroom multi-family units for rent, a type of housing in limited availability within the community but in high demand in south Orange County. The Project provides a compact mixed-use housing development within an existing underutilized and mostly vacant retail shopping center that is already served by existing infrastructure and other public services. The Project location and design maximize the efficiency at which public agencies provide services to the area because of its high-density compact design. The design takes advantage of existing in-place public services and utilities that already serve the area.

10. The discharge of waste from the proposed subdivision into the existing sewer system will not result in violation of existing requirements prescribed by the California Regional Water Quality Control Board in that:

The conditions of approval for on- and off-site improvements will ensure permitted capacity of the public sewer system is not exceeded. Additionally, it has been determined that the Project will not result in new significant impacts or an increase in the severity of previously identified significant impacts related to utilities and service systems, including wastewater, as compared to the Five Lagunas Project.

Precise Plan

1. The plan and the uses proposed are consistent with the General Plan in that:

Within the General Plan, the site is designated as “Village Commercial” and is envisioned as a master planned area (USVP area) containing specific design standards and policies that enhance the pedestrian and vehicle circulation within a currently developed area. Typical uses in the Village Commercial land use designation include those associated with large regional malls, as well as a medical center, financial institutions, institutional and government uses, auto-related services, community facilities, professional offices, and residential uses.

The Project implements the General Plan vision for the UVSP by providing for redevelopment of the existing, but vacant regional mall with a mixed-use project that will create a new urban village that will offer an array of entertainment, retail, restaurant, lodging, and residential uses and activity; a Village Park and multiple gathering spaces; and improved pedestrian and bicycle links that connect to and integrate the Civic Center, hospital area, and Laguna Hills Transit Center.

The General Plan also identifies the Project Site as a "future study area" for which intensification and redevelopment was expected to occur. The Project implements the General Plan vision for the area by providing for redevelopment of the Project Site with a mix of new land uses with various intensities, without exceeding the AM and PM peak hour vehicle trip budgets established by the UVSP Further, per the 2014-2021 General Plan Housing Element, the Project Site is identified as a potential housing development area with development intensity g
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between 30 to 50 dwelling units per acre. As proposed, the Project’s 1,500 residential units comply with the allowed development intensity and with the overall trip budget allocated to the UVSP area.

2. The proposed plan is consistent with adopted development standards for the area in which proposed in that:

As conditioned, the Project meets all of the development standards of the UVSP including lot size, lot width, lot depth, lot coverage, density, building height, open space and amenities, landscape coverage, parking (with approval of a CUP), and signage (with approval of an MSP).

3. The plan promotes community image and enhances compatibility of uses in the plan area in that:

The proposed commercial, office, hotel and residential buildings will be of quality contemporary design with a strong and appropriately-scaled framework of architectural and landscape architectural elements and design. The new buildings have been placed in a manner that meet the development standards and design guidelines of the UVSP, while making the best use of available space and maintaining a cohesive ‘flow’ between old and new portions of the Project Site. The massing of the buildings and landscaping will be designed to create a sense of unity.

The proposed office parking structures would be internal to the Project Site and incorporate architectural elements and design features that provide visuallyappealing elements and reduce the overall massing and scale of the structures.

High-quality development features will be provided throughout the project site through site design (e.g., building orientation, screening and placement of service areas), architecture (e.g., mass, scale and form, style, material and color) and streetscape elements (e.g., lighting, paving materials). Landscaping used in strategic places will help define the character of the edges, Main Street, paseos, parking lots, and adjacent roadways. Taken collectively, the architectural and landscape design features of the Project promote community image and enhance compatibility of uses in the plan area as envisioned in the UVSP.

4. The plan will reduce undesirable environmental consequences while improving economic needs of the area and community in that:

The Project is a mixed-use infill project that enhances community character, optimizes City investments in infrastructure and community facilities, supports increased transit use, promotes a more walkable environment within its portion of the UVSP, and implements General Plan and UVSP policies for the area. The Project includes a mix of retail, office, lodging, entertainment uses that will bring additional revenue and employment opportunities. The City prepared a fiscal impact analysis to estimate the increase in recurring revenues to the City once the Project is built out, which predicts that the Project will result in an additional $1.3 Million per year in revenue to the City once the Project is fully operational. Additionally, as stated in the g
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General Plan, infill projects reduce vehicle trips and associated air pollution, increase housing diversity, and enhance retail viability. The project will add 1,500 dwelling units within close proximity to job centers, shopping opportunities, health facilities, and existing transit infrastructure.

5. The plan is sufficiently detailed to ensure design values and controls needed to achieve a balance and integration of uses in that:

The Project as reflected in the proposed precise development plan combines retail, residential, office, lodging, dining, entertainment, and open space and recreational uses that greatly increase the balance of land uses in the project area. By integrating these compatible uses in proximity to one another, the Project creates a place for residents of Laguna Hills to live, work, shop, and play. The key to successful mixeduse projects is creating pedestrian-friendly environments, with connections to neighboring uses through the use of trails, pathways, bikeways, and safe crosswalks.

The Project achieves this through the provision of a centralized Village Park that helps integrate the proposed mix of uses by providing an open space and recreational area that serves all uses and users of the Project. Additionally, the project includes a number of pedestrian and bicycle facilities, including the Main Street promenade, office boardwalk, and a network of paseos and pathways that connects the various commercial, office and residential uses to each other and to several smaller public spaces integrated into the Project Site, as well as to offsite uses and areas such as the Civic Center to the north, hospital and medical offices to the west, Oakbrook Village and Villa Valencia to the south, and Avenida de la Carlota to the east.

SECTION 3. The facts and findings set forth in the staff report made a part of the record of the public hearing is hereby incorporated herein by this reference.

SECTION 4. Based upon the above findings, the Planning Agency and City Council of the City of Laguna Hills do hereby approve USE-0010-2019 subject to the following conditions:

GENERAL CONDITIONS

1. The following Conditions of Approval (“Conditions”) shall be binding and enforceable against, and, whenever used herein, the term “Applicant” shall mean and refer to, each of the following: the project applicant, MGP FUND X LAGUNA HILLS, LLC., the owner(s) and tenant(s) of the property, and each of their respective successors and assigns.

2. Unless the context dictates otherwise, whenever the term “this Permit” is used in the following Conditions of Approval, it shall collectively refer to USE-0010-2019 (SDPM/MSP/CUP/PUP/TTM/PREC/DEVA) approved pursuant to this Resolution.

Failure to abide by and faithfully comply with all conditions of approval shall constitute grounds for revocation and/or termination of the Site Development Permit, the Master Sign Program, the Conditional Use Permits, the Parking Use g
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Permit, the Vesting Tentative Tract Map, and/or the Precise Plan approved in conjunction with the Project, as applicable.

3. Unless the context dictates otherwise, whenever the term “Project” is used in the following Conditions of Approval, it shall collectively refer to the plans dated March 26, 2021 (Plan or Plans), studies and exhibits submitted to the City by the Applicant to depict the improvements to be constructed on the Applicant’s property, consisting of approximately 68 acres located at 24155 Laguna Hills Mall (the “Subject Property”) as part of the Project, as modified by these Conditions of Approval.

4. Notwithstanding Conditions 5 and 9, as a condition of approval of this Permit, to the fullest extent permitted by law, the Applicant shall, at its sole cost and expense, protect, defend, indemnify, and hold harmless the City, its elected and appointed officers and officials, employees, agents, departments, agencies, authorized volunteers, consultants, attorneys, boards, commissions, and committees, and instrumentalities thereof ("Indemnitees"), from and against any and all claims, liabilities, losses, fines, demands, penalties, lawsuits, writs of mandamus, and any other claims or actions or proceedings of any kind whatsoever (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to, arbitrations, mediations, and other such procedures), judgments, orders and decisions (collectively "Claims" and “Actions”), brought against the Indemnitees, which seek to attack, challenge, modify, set aside, void, or annul any action of or any permit or approval issued by the Indemnitees (including actions approved by the voters of the City) for, in connection with, or concerning the approval of this Permit. It is expressly understood and agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the defense of the Indemnitees for the Claims and Actions, and that the Applicant shall promptly reimburse the City for all costs and expenses directly and necessarily incurred by the City in the course of the defense, including reasonable attorneys' fees. The City shall promptly notify the Applicant of any Claims and Actions brought against the Indemnitees and shall cooperate in the defense of any such Claims and Actions. If the Applicant fails to so defend the Claims and Actions, the City shall have the right but not the obligation to do so and, if it does, the Applicant shall promptly pay the City's full cost thereof.

5. A. Pursuant to the Development Agreement, that certain Site Development Permit, Master Sign Program, Conditional Use Permit, Parking Use Permit, Vesting Tentative Tract Map, and Precise Plan No. 2-15-3114 approved by the City on March 22, 2016, as amended (“The 2016 Five Lagunas Entitlements”), and all of Applicant’s rights thereunder, whether vested or not, shall terminate and become null, void, and of no further force and effect at such time as all of the following have occurred: (i) the Development Agreement and the Ordinance adopting the Development Agreement have g
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each taken effect and are no longer subject to referendum; (ii) the times for appeal of the City’s approval of this Permit and the Development Agreement have expired; (iii) all appeals, if any, by persons or entities other than Applicant of the City’s approval of this Permit and the Development Agreement have been heard and denied; (iv) the times in which to bring a legal challenge to the City’s approval of this Permit and/or the Development Agreement have expired; and (v) any litigation filed attacking the City’s approval of this Permit, the Project, or this Development Agreement has been finally resolved such that this Permit remains in full force and effect and the time in which to appeal has expired.

B. Applicant has voluntarily applied for and requested that the City enter into a statutory development agreement in conjunction with its application for approval of this Permit, and the City has therefore considered and approved this Permit and these Conditions in conjunction with the proposed Development Agreement for the “Village at Laguna Hills Mixed Use Project” between the City of Laguna Hills and MGP FUND X LAGUNA HILLS, LLC (“Development Agreement"). Applicant’s rights to develop and use the Subject Property pursuant to this Permit shall not become effective until and unless an ordinance approving the Development Agreement is adopted and takes effect. The foregoing provisions of this Condition shall not be construed to prejudice any rights under applicable law (i) of Applicant to withdraw its application and request for a statutory development agreement and to request that the City reconsider the Project without a development agreement, or (ii) if Applicant takes such action, of City to conduct a new review of the Project and conduct a new public hearing and/or to impose new, different, and/or additional conditions of approval.

6. Prior to the adoption of the Ordinance approving the Development Agreement the Applicant shall agree in writing to these Conditions of Approval.

7. A. Owner shall submit proposed final exterior colors, materials, including textures and finishes of the materials, and architectural treatments, (the Submittal) to the Community Development Director for review and comment at least thirty (30) days prior to the submittal of any building permit application for a Retail Building, Residential Building, Office Building, or the Hotel Building, for confirmation that the proposed Submittal conforms to the Existing Development Approvals for the Project (USE-0010-2019) and quality of finishes are complementary to the local aesthetic. Owner acknowledges that the Community Development Director may require modifications to the Submittal to promote a design complimentary to the local aesthetic. The Community Development Director will provide any such comments to Owner within fifteen (15) days of receipt of the Submittal, and Owner agrees to consider such comments in good faith. Any modifications to buildings as a result of this architectural review procedure that arise to g
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the level of a Major Project Modification are subject to review consistent with Section 12.3 of the Development Agreement. Notwithstanding the above review process, the intent of this condition of approval is such that any direction provided by the Community Development Director shall not materially increase Owner’s costs or Owner’s documented construction timeline or compromise approved footprint, massing or floor plan of any approved buildings.

B. The Community Development Director may administratively approve minor deviations to the Project subject to the limitations established by Laguna Hills Municipal Code (LHMC) Section 9-92.080(G), provided that: 1) no increase in the intensity of uses approved by this Permit is proposed; 2) the deviation will not result in a violation of the requirements of Title 9 or the Urban Village Specific Plan (UVSP); and 3) the deviation will not result in environmental impacts beyond those analyzed in the Fifth Addendum (March 2021) to the City of Laguna Hills General Plan Update EIR – State Clearinghouse No. 20080811100.

8. Pursuant to City Council Resolution No. 2016-09-13-4, the Applicant shall reimburse the City for any outstanding staff time spent on the processing of this Permit within 60 days of the Planning Agency’s / City Council’s approval.

9. The life of this Permit shall be conterminous with the term of the Development Agreement. However, the authorizations and the conditions of this Permit shall continue to apply to uses commenced and improvements completed while the Permit was valid.

10. Within 48 hours from Project approval, the Applicant shall submit to the City a check in the amount of $50.00, made payable to the Orange County ClerkRecorder, for filing the Notice of Determination.

11. The conditions of Project approval set forth herein include certain development impact fees and other exactions. Pursuant to Government Code §66020(d), these conditions constitute written notice of the amount of such fees. The Applicant is hereby notified that the 90-day period in which the Applicant may protest the fees, dedications, reservations, or exactions imposed on this Project through the Conditions of Approval, commencing from the date of approval of the Project, has begun.

12. Prior to the commencement of any work, the Applicant shall provide a contact number to the Community Development Director for the public to call concerning dust, noise, or other construction-related impacts. The information shall also be posted on site in a manner approved by the Community Development Director.

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13. The Project shall comply with LHMC Chapter 5-28 (Smoking and Sale of Tobacco Products). Required signage and notices shall be installed prior to the issuance of a Certificate of Use and Occupancy and commencement of any use.

14. For each grading permit issued by the Public Services Director, prior to the issuance of the permit, the Applicant shall submit the rough and precise grading plans to the Community Development Director for review and approval. Approved grading plans and approved architectural site plans shall reasonably match.

15. For all buildings, the Applicant shall provide final exterior colors and materials information sheets to the Community Development Director for review and approval prior to the issuance of building permits. The approved final colors and materials shall conform to the approved plans submitted in support of this Permit, and shall be reflected on plans submitted for building permit.

16. This Permit does not include the approval of construction of vertical improvements for Pad 2 (Pad 2 is located at the southeast corner of The Village Drive and El Toro Road). Prior to the issuance of a grading permit for Pad 2, which is an approved building pad that is authorized to accommodate a 7,900 square foot commercial building, Applicant shall obtain City approval of a Site Development Permit pursuant to the requirements of the UVSP which shall be processed in accordance with the provisions of LHMC Chapter 9-92. The Site Development Permit for Pad 2 shall be consistent with the requirements of the UVSP and this Permit.

17. The Applicant shall maintain the Subject Property in compliance with property maintenance standards as set forth in LHMC Chapter 9-74. This includes prohibitions on outdoor storage and maintenance of the premises that causes obnoxious odors.

18. No permanent overhead utilities shall be installed.

PERIODIC REVIEW

19. Annually, not less than forty-five (45) days nor more than ninety (90) days prior to the anniversary of the Development Agreement Date, the Applicant shall submit evidence to the City’s Community Development Director demonstrating its good faith compliance with the terms and conditions of the Development Agreement pursuant to the requirements of LHMC 9-84.060 and the Development Agreement.

FINAL MAP APPROVAL PRIOR TO BUILDING PERMIT

20. Prior to the issuance of a building permit for any proposed building, the Applicant shall obtain Final Map approval from the City Council for the proposed lot on which a proposed building permit is requested and shall record the Final Map. Evidence of Final Map recordation shall be provided to the Public Services Director and Community Development Director prior to the issuance of the requested building permit.
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DISTRICT SEQUENCING PLAN

21. The Applicant’s Plans include “District Sequencing Plans”, the purpose of which is to separate the Project into specific development areas (hereinafter “Districts”) for the purpose of identifying an orderly and efficient manner in which build out of the Project is anticipated to occur, since the Project could be built over an extended period of time. Pursuant to this Condition of Approval, the District Sequencing Plan shall be revised as follows, and submitted to the Community Development Director and Public Services Director for review and approval prior to the issuance of any permits:
a. A portion of the Village Drive, as depicted by the Plans, may be partially completed with the build out of the Central Retail District. However, no later than the 7th anniversary of the approval of this Permit, the Applicant shall obtain the necessary permits to complete construction of The Village Drive as depicted in the Plans, and shall complete the improvements no later than the 8th anniversary of the approval of this Permit. The Applicant shall not be entitled to any further building permits for vertical construction after the 8th anniversary of this Permit until the improvements required by this condition are completed.
b. Should the Applicant obtain a building permit for any residential building in the Southern Residential district prior to the completion of the Site Improvements in the Central Residential District or the Central Retail District, no certificate of occupancy shall be issued until all Site Improvements in the Central Retail District, Central Residential District and Southern Residential District are completed, except as provided for in Condition 26.
c. Should the Applicant obtain a building permit for any building in the Northern Office District prior to the completion of the Site Improvements in the Central Retail District, Southern Office District and Central Office District, the Applicant shall complete all of the Site Improvements contiguous to the Northern Office District, including Calle Zocalo, the extension of Calle De La Magdalena, and the proposed extension of Calle De La Plata Drive from Calle Zocalo to Avenida De La Carlota prior to the issuance of a certificate of occupancy for any building in the Northern Office District. d. Should the Applicant obtain a building permit for any building in the Central Office District or the Southern Office District prior to the completion of the Site Improvements in the Central Retail District or Central Residential District, the Applicant shall complete all of the Site Improvements contiguous to both the Central Office District or the Southern Office District, including Calle Zocalo and the proposed extension of Calle De La Plata Drive from Calle Zocalo to Avenida De La Carlota, prior to the issuance of a certificate of occupancy for any building in either the Central Office District or the Southern Office District.
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e. Should the Applicant obtain building permits for any combination of office or residential buildings that result in the issuance of at least three building permits, the Applicant shall commence the construction of Calle Zocalo in its entirety prior to the issuance of a fourth building permit for any combination of office or residential buildings. The Applicant shall not be entitled to a certificate of occupancy for the building associated with the fourth building permit issued (either office or residential) until the Site Improvements required to construct Calle Zocalo have been completed.

TEMPORARY SITE ACCESS AND PARKING PLAN

22. Prior to the issuance of the first building permit within a District, the Applicant shall provide a plan that demonstrates how existing tenants to remain in operation during Project construction will maintain adequate parking and parking lot circulation in addition to vehicle and pedestrian access. The plan shall ensure each building maintains the following: 1) adequate site access (vehicular and pedestrian); 2) adequate parking; 3) access to public and private transportation facilities; and 4) utility services. In approving the plan, the Public Services Director and Community Development Director may consider the historical vehicular and pedestrian connections between the Subject Property and adjacent properties, and the location of existing signalized driveway entrances/ exits. The Applicant shall ensure improvements to remain, or any new improvements required in the approved plan, are maintained in a safe condition for the use of vehicles and pedestrians for as long as the improvements are needed to serve affected buildings until the Project is completed. No new signalized driveway entrances/ exits shall be required as part of such plan. Prior to City approval of the plan, the Applicant shall obtain approval of the Orange County Fire Authority (OCFA) and provide proof of OCFA approval to the Community Development Director. As reasonably determined by the Community Development Director and Public Services Director, the plan shall be implemented and periodically updated prior to the approval of every subsequent demolition, grading, or building permit requested by the Applicant within a District until all Site Improvements are completed, or as otherwise permitted by Condition 26. Further, adjustments to the location of the visual barrier required by Condition 82 shall also be made subject to the reasonable review and approval of the Directors prior to the issuance of every grading or building permit.

CONSTRUCTION OF STREET AND SITE IMPROVEMENTS

23. Unless the context dictates otherwise, whenever a Condition herein requires the Applicant to construct and/ or install a street segment, such construction and/ or installation shall include travel lanes, sidewalks, bike lanes, parking, enhanced paving, street and pedestrian lighting, and landscaping as depicted on the Plans, consistent with the approved District Sequencing Plan described in Condition of Approval 21. Further, unless the context dictates otherwise, whenever a Condition herein requires the Applicant to construct and/ or install “Site Improvements”, such g
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construction and/ or installation shall include but not be limited to perimeter and interior parking lot landscaping and irrigation, pedestrian walkways, parking lot and pedestrian lighting, parking and their associated aisles, water quality and hydromodification improvements, and signs and entry features.

24. Except as provided for in Condition 26, prior to the issuance of the first building shell final or first certificate occupancy for any building in any District, whichever occurs first, the Applicant shall complete construction of the Site Improvements within the District as depicted in the approved Plans. Improvements to be constructed by the Applicant in conjunction with the construction of Calle de Los Caballeros between Calle de La Louisa and Avenida de la Carlota shall include, without limitation, drive aisles, bike lanes, bike paths, pedestrian walkways, crosswalks, lighting, landscaping, irrigation, signage, crosswalks, and ADA access improvements adjacent to the boundary between and/or connecting the Subject Property and the Oakbrook Village Shopping Center (“Oakbrook Village”) property (including bike and pedestrian connections at the existing vehicular connection between the two properties and a pedestrian walkway that connects the Oakbrook Village property with the Laguna Hills Transportation Center) (collectively, the “coordinated improvements”). The coordinated improvements are intended to create coordinated and compatible linkages between the Subject Property and the Oakbrook Village property. Prior to the approval of grading or site improvement plans pertaining to Calle de Los Caballeros, the Applicant shall use reasonable commercial efforts to coordinate the planning, design, construction, and installation of the coordinated improvements with the owner(s) of the Oakbrook Village property and shall work with the Community Development Director and Public Services Director to facilitate such coordination. To the extent reasonably feasible, colors, materials, finishes, textures, concrete or concrete paver patterns (or similar materials), landscape planting palette, landscape design, plant spacing, and ground cover materials to be used in coordinated improvements shall match those to be constructed or installed on the portions of the Oakbrook Village property adjacent to the Subject Property. All coordinated improvements shall be depicted on Project improvement plans and shall be reviewed and approved by the Community Development Director prior to their construction or installation. The Community Development Director shall have the discretion to approve Applicant requested modifications to the planned vehicular, bicycle, and/or pedestrian connections or other coordinated improvements depicted on the Plans and/or to extend the time for the Applicant to complete construction and/or installation of any coordinated improvements to the extent reasonably necessary to facilitate coordination with the construction and/or installation of corresponding adjacent improvements on the Oakbrook Village property. In the event the time for Applicant to complete coordinated improvements is extended, the Applicant may install such temporary sidewalk, lighting, private street, or other improvements needed to ensure adequate interim access within the Subject Property and/or to the Oakbrook Village property, subject to the review and reasonable approval of the Community Development Director. Approved temporary improvements shall be removed or modified to conform to the final approved coordinated improvements g
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on or before the approved extended date for completion of the construction or installation of the coordinated improvements. In complying with this condition, the Applicant shall only be responsible for improvements on the Subject Property.

25. Prior to the issuance of a certificate of occupancy for the Hotel, the Applicant shall complete construction of all of the Site Improvements associated with the Hotel District subject to the review and approval of the Community Development Director and Public Services Director.

26. Except as otherwise provided in these Conditions, no certificate of occupancy for any building shall be issued if required Site Improvements depicted on approved plans are incomplete within the District where the building is located. In Districts with multiple buildings, the Applicant may delay completion of the Site Improvements when only one building within the District is completed, provided that the internal streets within the District are complete, along with the required Site Improvements necessary to serve the building for which a certificate of occupancy has been requested, subject to the reasonable satisfaction of the Community Development Director and Public Services Director. As an alternative to completing the other required Site Improvements, parking areas and other areas designated for required Site Improvements not constructed shall be upgraded through the completion of interim improvements, to include, but not be limited to, parking lot re-surfacing, new parking lot striping, renovation of existing landscaping areas, and updated parking lot lighting photometry, to current standards to the reasonable satisfaction of the Community Development Director. However, such interim improvements may be deferred, postponed or otherwise not required in the reasonable discretion of the Community Development Director, provided the Applicant has commenced construction of a new building and the location of the interim improvements would also be the location of the new building and/or Site Improvements required to serve the new building. For purposes of this condition, “commenced construction” means construction and installation of a building foundation that is included as an element of construction for a building permit for vertical construction. Failure of the Applicant to construct the new building described above and its associated Site Improvements shall not excuse the Applicant from providing the interim improvements. The exceptions described herein shall not apply to the Village Park located in the Central Retail District, which shall be completed prior to the issuance of the first certificate of occupancy for new construction in the District.

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PARKING

27. For purposes of the Project Parking Use Permit the Applicant has represented that the non-residential uses of the Project will include the following:
a. 250,000 SF GLA of shopping center/mall uses, consisting of:
i. 99,305 SF GLA of retail
ii. 60,695 SF GLA of restaurants
iii. 40,000 SF GLA for a health club
iv. 50,000 SF GLA for a 1,200-seat cinema
b. Between 100 and 150-room hotel
c. 465,000 SF GFA of general office
If at any time in the future, the Community Development Director determines, in his or her reasonable application of the requirements of the Parking Use Permit, that a parking and circulation study is necessary to address parking and/or circulation issues relative to any change in any use or any portion of any use (i.e., a change in the mix of non-residential uses depicted above) in the Project, the Applicant shall, at its sole cost and expense, be responsible for the cost of a parking and circulation study prepared by a licensed/ registered traffic engineer. The Applicant shall, at its sole cost and expense, be responsible for implementation costs of any reasonable changes to Project parking and circulation deemed appropriate by the Community Development Director related to such impacts based on the findings of such study. If required by the Community Development Director, the Applicant shall provide funds to the City to allow the City to retain a licensed/ registered traffic engineer to review any studies prepared by the Applicant to satisfy this condition. The amount paid to the City by the Applicant shall be in accordance with a written proposal obtained by the City pursuant to its Purchasing Ordinance.

28. For each increment of development, the Applicant shall provide no less than the required parking in accordance with the requirements of the UVSP (Section VParking) as modified by these conditions of approval. The Applicant may construct interim parking areas on undeveloped portions of the site provided the interim parking areas comply with the requirements of the UVSP. For non-residential development and uses, at the issuance of every building permit or change in use or occupancy, the Applicant shall provide proof of compliance with the City’s parking requirements to the Community Development Director utilizing the parking methodologies permitted within the UVSP for non-residential uses, (i.e. the “Consolidated Parking Ratio for shopping Centers” or “Shared Parking Model”).

Residential uses shall provide all required parking in accordance with the requirements of the City’s Development Code. The Applicant shall propose and implement parking enforcement measures to ensure that parking spaces required for non-residential uses remain available to employees, patrons, and guests of the approved retail, restaurant, hotel, health club, cinema, and office uses on the Property, and that such parking spaces are not utilized as either (1) additional residential parking by residents or guests of the residential buildings on the g
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Property, or (2) additional parking for employees, patrons, patients, or visitors of the adjacent Saddleback Medical Center on the Property. Such measures may include, without limitation, enforceable parking use or duration restrictions, posting of signage to enable towing of unauthorized vehicles consistent with California Vehicle Code Section 22658, the employment of on-site parking control personnel, and/or other measures reasonably determined by the Community Development Director to be sufficient to ensure non-residential parking spaces on the Property remain available for the non-residential uses and are not improperly utilized by employees, patrons, patients, or visitors of the adjacent Saddleback Medical Center. Such implementation measures shall be included in the Covenant Agreement required by Condition 37.

29. Prior to the implementation of any shared parking on the Subject Property, the Applicant shall prepare a Parking Management Plan for review and reasonable approval by the Public Services Director and the Community Development Director. The Parking Management Plan shall include the following strategies at a minimum.
a. Valet service for the hotel, retail, and restaurants; b. Manage employee demand in more remote parking areas through an employee parking permit program;
c. Coordinate special events;
d. Install electronic parking counters and board in the new parking structures; e. Add signage prohibiting hospital and other medical office parkers from parking on site;
f. Designate pick-up/drop-off areas on site;
g. Designate shuttle stops on site (that serve Laguna Woods, Laguna Hills Transportation Center, hospital, and medical office); and, h. Provide bicycle racks, bike share facilities, and EV charging stations on site. i. Reasonable and effective parking enforcement measures to ensure the required parking spaces intended to serve the non-residential uses on the Property remain available to employees, patrons, and guests of the approved retail, restaurant, hotel, health club, cinema and office uses on the Property, and that such parking spaces are not utilized as either (1) additional residential parking by residents or guests of the residential buildings on the Property, or (2) additional parking for employees, patrons, patients, or visitors of the adjacent Saddleback Medical Center on the Property. The Applicant will install signage in compliance with California Vehicle Code Section 22658 notifying the public that public parking is prohibited, and that vehicles parked in violation of the posted parking requirements will be towed at the vehicle owner’s expense. Posted signage will make clear that owners and visitors of residential buildings are prohibited from parking in commercial spaces.
j. Parking, with the exception of valet parking, will be free of charge to retail customers.
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The Parking Management Plan shall include a description of how each strategy will be implemented, and include details describing when and how the strategies will be implemented including days of the week, time of day, locations, equipment and/ or personnel to be included, permanent and temporary fixtures, and any other information determined by the Community Development Director to be necessary.

LANDSCAPING

30. Prior to the issuance of the first building permit within a District, the Applicant shall submit a final landscape and irrigation plan for the District to the Community Development Director for review and approval. The District landscape design shall include any improvements the Applicant and Chief of Police Services mutually agree upon that improve pedestrian safety in Project open space areas accessible to the public (i.e. unrestricted access areas) using the principles of Crime Prevention Through Environmental Design (CPTED). Examples of design features to be considered can include, but not be limited to, low walls, steps, raised landscape planters, art, boulders, bollards, berms, and water features. Prior to the construction of any Site Improvements in the Southern Office District, the final landscape and irrigation plans for the Southern Office District shall be modified to be consistent with the Revised Parking Layout Concept (Attachment 8 of the June 24, 2021 staff report for USE-0010-2019) to the reasonable satisfaction of the Community Development Director.

31. If applicable, for any building permit issued, the Applicant shall pay the full cost for the City to retain a licensed/ registered landscape architect to review the Applicant’s proposed landscape and irrigation plans, and inspect the Applicantinstalled landscaping to ensure compliance with the approved Project landscaped plans. The amount paid by the Applicant shall be in accordance with a written proposal obtained by the City pursuant to its Purchasing Ordinance. The Applicant shall pay the actual cost of the landscape plan check and inspection services to the City within 30 days of being invoiced by the City for such services.

PUBLIC ART

32. Applicant shall furnish Public Art in connection with the Project, and/or pay a Public Art In-lieu Fee, pursuant to the terms of the Development Agreement (“Owner’s Public Art Obligation”). Pursuant to the UVSP, the minimum aggregate value of Owner’s Public Art Obligation shall be one-half percent (0.5%) of the total aggregate construction costs of the Project, which will be based on the valuation as determined by the City’s Community Development Director and indicated on the building applications submitted in order to obtain permits for construction of the Project components. Pursuant to the Development Agreement, Six Hundred Fifty Thousand Dollars ($650,000) of Owner’s Public Art Obligation will be satisfied by:
(a) a Three Hundred Thousand Dollar ($300,000) credit for Public Art In-lieu Fees previously paid by the Applicant in conjunction with the 2016 Five Lagunas Project; and (b) a Public Art In-lieu Fee payment of Three Hundred Fifty Thousand Dollar g
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($350,000) within ninety (90) days of the effective date of the Development Agreement. Pursuant to the Development Agreement, that portion of Owner’s Public Art Obligation that exceeds Six Hundred Fifty Thousand Dollars ($650,000) must be satisfied through the provision of actual Public Art on the Subject Property, as approved by the City, and may not be satisfied through contribution to the City’s Public Art In-Lieu Fund. Allowable expenses, construction and material standards, and general location restrictions for all Public Art shall be as set forth in the “Public Art” provisions of Section V, at pages 39-40, of the Specific Plan. The City shall have the right to approve, in advance, the proposed type, size, art medium, location, and content of all Public Art proposed to be constructed or installed in satisfaction of Owner’s Public Art Obligation. The timing, procedures and requirements for preparation, submittal, review, and approval of plans and specifications for all Public Art shall be as specified in Exhibit H to the Development Agreement.

33. Prior to the issuance of the first building permit within a District, the Applicant shall submit a final landscape and irrigation plan for the District to the Community Development Director for review and approval. The plan shall demonstrate compliance with LHMC Chapter 9-46 (Landscaping Standards and Guidelines) and LHMC Chapter 9-47 (Landscape Water Efficiency), as may be amended from time to time, including installation of “Smart” landscape irrigation controllers, low precipitation-rate sprinkler heads, and water efficient landscaping, as applicable; and the requirements of the UVSP. Trees installed shall be a minimum one-inch caliper unless otherwise specified in the UVSP. Final landscape and irrigation plans shall include information on minimum spacing between all plant materials except for trees, which shall be planted as indicated on the preliminary landscape plan at a minimum. Upon final inspection of the installed landscaping, the Applicant shall provide additional plant material if approved landscaping is not installed using the correct plant spacing on the approved landscape plan. Final landscape plans shall integrate any future approved art pieces, or other public art from the Project’s Public Art Program, in a manner consistent with the Development Agreement.

LIGHTING

34. Prior to the issuance of the first building permit within a District, the Applicant shall submit a lighting and photometric plan to the Community Development Director for review and approval. The Community Development Director may require additional lighting located in an adjoining District if lighting levels at approved pedestrian walkways and internal intersections within the District under construction are insufficient to comply with the requirements of LHMC Chapter 9- 40 when completed. Pedestrian and parking lot lighting poles and fixture types shall be consistent with the types depicted in the Urban Village Specific Plan or as otherwise approved by the Community Development Director. The plan shall include a photometric analysis of proposed lighting and shall comply with lighting requirements of the Laguna Hills Municipal Code, including that light and glare shall not be projected beyond the boundaries of the Subject Property. Light fixtures g
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used shall be consistent with Project architecture as reasonably determined by the Community Development Director. The City may withhold issuance of a certificate of occupancy for any building or portion thereof if the lighting associated with such building has not been installed. For parking areas permitted pursuant to the approved Temporary Site Access and Parking Plan, lighting levels shall be consistent with full build out of the Subject Property on the approved Project Photometric plan.

35. Prior to the commencement of construction of any on-site street, the Applicant shall submit a final lighting and photometric plan to the Community Development Director and Public Services Director for review and approval depicting the design and location of vehicle and pedestrian lighting to be installed. Street light poles and fixture types shall be consistent with the types depicted in the UVSP or as otherwise approved by the Community Development Director and Public Service Director. The plan shall include a photometric analysis of proposed lighting and shall comply with lighting requirements of the Laguna Hills Municipal Code, including that light and glare shall not be projected beyond the boundaries of the Subject Property.

36. Outdoor security and other lighting shall be designed and maintained so as not to illuminate beyond the Subject Property. All exterior lights shall be focused inward and away from surrounding uses and adjacent residential properties.

COVENANT AGREEMENT

37. The approved Project is a single, integrated mixed-use development consisting of a mix of residential, retail, hotel, restaurant, health club, cinema, and office uses, and related interconnected vehicular and pedestrian facilities, parking facilities, public plazas and open spaces, landscape areas, water features, and public art , on approximately 68 acres of property comprised of several contiguous, but separate, legal parcels and includes approval of a precise plan of development for the entire 68 acre development in accordance with the requirements of the Urban Village Specific Plan. Accordingly, simultaneously with the recordation of a Final Map, MGP FUND X LAGUNA HILLS, LLC and/or any successor owner of any portion of the Subject Property shall enter into and record a single Covenant Agreement (or other appropriate document acceptable to the City) with the City in a form approved by the City Attorney and City Manager. The City Manager shall be authorized to execute the Covenant Agreement on behalf of the City. The Covenant Agreement shall be recorded prior to the issuance of any certificates of occupancy. Evidence of the recordation of the agreement shall be provided to the City prior to the issuance of any certificate of occupancy. The Applicant shall provide City with a current title report and/or other evidence satisfactory to the City evidencing title ownership of any portion of the Subject Property at the time of recordation of the Covenant Agreement. The Applicant shall reimburse the City for all legal costs incurred by the City associated with implementation of and/or compliance with this condition.
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At a minimum, the Covenant Agreement shall:
 Run with the land and be binding upon all current and future owners and tenants of any portion the Subject Property and their respective heirs, successors, and assignees;
 Evidence and provide record notice of the approved precise plan for development of all portions of the Subject Property as depicted on the plans and specifications submitted to the City in conjunction with this Permit;  Require all portions of the Subject Property to be developed, used, and maintained in a manner consistent with this Permit, as it may be amended from time to time, and the pertinent specifications and standards contained in these Conditions of Approval, the UVSP, and the City’s Development Code;
 Provide for, or reference and incorporate, all current or future reciprocal access and parking easements between and amongst the various parcels on the Subject Property that are necessary to implement the integrated mixeduse development reflected in the approved precise plan of development, including all fire lanes as required by the Orange County Fire Authority (OCFA);
 Establish maintenance standards acceptable to the City for all exterior Project components and areas of the Subject Property and adjacent portions of the right-of-way which Applicant is required to maintain pursuant to these Conditions, including, but not limited to, vehicular, bicycle and pedestrian facilities, parkways, parking facilities, public plazas and open spaces, landscape areas, furniture and shade structures, water features, public art, signage, bus shelters, utilities, sanitary sewer facilities, and storm water drainage devices, and provide for the allocation of responsibility for maintenance of such components and areas in compliance with such standards and the funding thereof;
 Include provisions identifying an entity or entities responsible for ongoing implementation and funding of the Operations and Maintenance (O&M) Plan associated with the Water Quality Management Plan (WQMP) for the Project and compliance with the LHMC Chapter 5-36 and other applicable National Pollutant Discharge Elimination System (NPDES) regulations;  Provide that the Covenant Agreement may not be substantively amended or terminated without prior written City approval;
 Provide that the City may, but shall not be obligated to, enforce the provisions of the Covenant Agreement; and
 Address and assign responsibility for compliance with Covenant Agreement should portions of the Subject Property be, or in the future come, under separate ownership.
 Include Provisions requiring the Village Park, private streets, sidewalks, bus stops, street furniture, pedestrian pathways, bicycle lanes and pathways, parking areas, and other exterior developed portions of the Property to be accessible and usable by the public, subject to reasonable limitations on public access to address, among other things, public safety, the security of g
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users of the Village Park, reasonable late-night and after-hours restrictions, or occasional private events, which provisions shall be made enforceable by the City.

BUILDING CODE REQUIREMENTS

38. The Applicant shall be responsible for ensuring all applicable building permits are obtained for any activity requiring a permit. Construction shall comply with the 2019 California Building, Plumbing, Mechanical, Electrical, and Green Building Codes, as may be amended, or the applicable California Building Code in effect at the time of building permit issuance. Any required documents submitted for the purpose of building permit issuance shall be accurately labeled and reflect all work to the reasonable satisfaction of the Community Development Director.

39. Prior to issuance of any building permit, the Applicant shall submit to the Community Development Director all required approvals from the Orange County Health Department.

40. Prior to issuance of each building permit, the Applicant shall submit to the Community Development Director all required approvals from the Orange County Fire Authority.

41. Prior to issuance of each building permit for the demolition of any existing building, the Applicant shall submit to the Community Development Director evidence of all required approvals from South Coast Air Quality Management District or provide verification of plan submittal, as applicable.

42. Prior to issuance of each building permit, the Applicant shall submit a Construction and Demolition Waste Recycling Program application to the Community Development Director, if applicable, as required by LHMC Chapter 5-48.

43. The Applicant shall demonstrate compliance with all applicable building energy efficiency standards established by the California Energy Commission that are in effect at the time of the issuance of any permit.

BUS FACILITIES

44. Prior to the construction of improvements on Calle de la Louisa, the Applicant shall work with the Orange County Transportation Authority (OCTA) and provide bus stops along Calle de la Louisa, as requested by OCTA or City. Bus stop locations for OCTA facilities shall be constructed in accordance with the OCTA standards.

The Applicant shall provide bus stop furniture to the reasonable satisfaction of the Community Development Director and Public Services Director to include, but not be limited to, benches, trash receptacles and shade opportunities that will be maintained by the Applicant.

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45. Prior to the issuance of a grading permit in each District, the Applicant shall prepare and submit plans for the review and reasonable approval of the Community Development Director and the Public Services Director demonstrating the ability of the Project to provide private bus stops, turn out lanes and related improvements for bus service access to the Subject Property during construction, without causing an impediment to traffic lanes, bicycle lanes or pedestrian facilities. At least one (1) permanent private bus stop shall be provided located on the west side of the Village Park. Other proposed permanent bus stops shall be provided with furniture to include, but not be limited to, benches, trash receptacles and shade structures, canopies, and/or landscaping that provide pedestrian shade. Proposed private bus stops shall be maintained by the Applicant. The features in the approved plans shall be installed concurrently with the construction of Site Improvements, and shall be constructed to the reasonable satisfaction of the Community Development Director and Public Services Director. Prior to issuance of a Certificate of Occupancy for the Cinema/ Anchor 1/2 building or final inspection of the Village Park, whichever occurs first, the private bus stop located on the west side of the Village Park shall be constructed, inclusive of furniture, trash receptacles and shade opportunities.

46. Prior to the issuance of the a certificate of occupancy for the third Residential Building or the first certificate of occupancy for the first Office Building, the Applicant shall reconstruct the OCTA El Toro Road Bus Stop, on the southerly side of El Toro Road easterly of Paseo de Valencia, to accommodate future projected ridership needs based on full Project buildout, to the reasonable satisfaction of the Public Services Director and OCTA, inclusive of street furniture, benches, waste receptacles, bicycle racks, shade structure, lighting and landscaping.

SIGNS

47. Lighted signs shall comply with LHMC Section 9-42.060 (lighting requirements).

48. No permit shall be issued for Sign Type A-1 or A-3 until after the first building permit for a tenant improvement is issued for the Anchor 1/ 2/ Cinema building shell (as identified on the approved Plan).

49. Prior to the issuance of the first building shell final or certificate of occupancy for new buildings in the El Toro Pad District, the Applicant shall design and construct a Perimeter Entry Feature for the southwest corner of El Toro Road and Avenida de la Carlota and on the second entry drive southbound on Avenida de la Carlota as shown on Figures 21 and 25 of the UVSP. Ledgestone used for the project shall be Bear Canyon ledgestone, or equivalent. Ledgestone shall be installed in a dry-stack application (no visible mortar joints).

Construction plans shall denote the approved material. Plans are subject to the review and reasonable approval of the Community Development Director and Public Services Director.
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