Laguna Hills City Council
March 22, 2022

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50. The enhancement of the Entry Monuments, consisting of walls, pilasters, lighting and architectural elements on the southerly side of El Toro Road, on either side of Regional Center Drive, included within the Project Master Sign Program, shall require, in addition to any other permits, a Public Property Encroachment Permit issued by the Public Services Director prior to performing any work. The Applicant shall repair any damages incurred to the City maintained landscaping and irrigation at these locations as a result of the enhancements and shall maintain the new signage features to the reasonable satisfaction of the Public Services Director.

51. Except as otherwise approved by the Community Development Director, Directional Signage (Signs B1-B5) in the Project Master Sign Program shall be included as part of the completion of Site Improvements required in a District. The Community Development Director may exercise discretion in the timing of the installation of Directional Signage to accommodate construction of buildings, landscaping, and walkways located in close proximity to proposed signage, provided Directional Signage is not required for emergency access, in which case the requirements of the Orange County Fire Authority (if any) shall be met.

Directional Signage to be installed in the Village Park shall be installed concurrently with the completion of the park improvements.

52. The 13’ x 60’ west facing wall sign depicted in Detail 3 on Page 092 of the Plans shall only be lit through indirect illumination (no interior sign illumination). Colors and materials of the indirect lighting fixtures shall be approved by the Community Development Director prior to the issuance of a sign permit for the proposed sign.

DIGITAL DISPLAY

53. The proposed 46’ 9” x 24’ digital display depicted on Page RT 2.04 of the Plans (Digital Display) is subject to the following requirements:
a. For the purposes of this condition of approval, Digital Display shall mean the approximately 1,128 square foot digital screen located on the south elevation of the Cinema/ Anchor 1/2 building facing the Village Park. b. Prior to issuance of building permits for the Digital Display, the Community Development Director shall review and approve the design/materials, location, and operational details (e.g., illumination, maintenance plan, sound system, etc.).
c. Digital Display Illumination Measurement Criteria: The illuminance of the digital display shall be measured with an illuminance meter set to measure foot-candles accurate to at least two decimals. Illuminance shall be measured with the Digital Display off, and again with the Digital Display displaying a white image for full color capable Digital Display. All measurements shall be taken perpendicular to the face of the Digital Display. The Community Development Director shall have the authority to review and approve proposed illumination for compliance with these conditions of approval and the Municipal Code, and may modify the illumination standards referenced herein provided that the illuminance g
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Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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Packet Pg. 217 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Resolution No. PA2022-

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measurements are prepared by a qualified engineer.
d. Illumination Limits: The difference between the off and solid-measurements using the Digital Display Illumination Measurement Criteria shall not exceed

0.3 foot-candles.
e. Dimming Capabilities: The Digital Display shall be equipped with a sensor or other device that automatically determines the ambient illumination and programmed automatically dim according to ambient light conditions, or that can be adjusted to comply with the 0.3 foot-candle measurements. f. City Content: From time to time the City may request, and Owner shall reasonably allow, the City to place content on the sign free of charge on a space available basis not to exceed five (5) percent of total operating hours of the sign.
g. Operating Hours: The operation of the Digital Display shall be prohibited between the hours of 10:00 pm to 7:00 am. Additional operating hours may be granted in conjunction with a request for a Temporary Use Permit for outdoor events pursuant to LHMC Chapter 9-62.
h. Maintenance: The Digital Display shall be properly maintained. Defective parts shall be replaced. The Community Development Director shall have the authority to order Applicant to repair the Digital Display if it is found to be defective, damaged, or substantially deteriorated, as established by visual inspection.

PARK FEES

54. Payment of the City’s public park in-lieu fees shall be made by the Applicant as required by the terms and conditions of the Development Agreement. Otherwise, payment of the City’s public park in-lieu fees shall be made by the Applicant pursuant to LHMC Chapter 8-06.

PUBLIC SAFETY

55. Prior to the issuance of a permit for the construction of any surface or structured parking, the Applicant shall confer with Orange County Sheriff’s Department (OCSD) to identify the locations of preferential parking for police vehicles. Up to two (2) designated parking spaces for police vehicles shall be provided on each parcel subject to the approval of OCSD, including corresponding signage identifying the spaces for emergency vehicle parking only, which shall be subject to the approval of the Community Development Director. The number of spaces required for each parcel may be reduced or eliminated subject to the review and approval of the Chief of Police Services.

56. For any vehicle or pedestrian gate limiting access to any portion of the site, the Applicant shall install a limited access device allowing emergency access to OCFA and OCSD. Such vehicle and pedestrian gates shall be reviewed and approved by OCFA and OCSD prior to the issuance of a building permit for conformance with the respective agencies’ requirements for limited access devices. g
Packet Pg. 95
Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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Packet Pg. 218 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Resolution No. PA2022-

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57. The Applicant shall comply with all requirements of OCFA which are attached to this resolution as Exhibit A, which conditions are incorporated herein by reference.

PUBLIC SERVICES

58. No work shall be performed within the public right-of-way by the Applicant or its agents until a public property encroachment permit is issued by the Public Services Director and applicable fees have been paid.

59. Construction equipment and materials deliveries shall not access or depart the Subject Property during morning or evening peak periods, which are 7:00 a.m. to 9:00 a.m. and 4:00 p.m. to 6:00 p.m., Monday through Friday. The Applicant shall provide a construction vehicle equipment and materials delivery routing plan for approval by the Public Services Director prior to any demolition, grading or construction work. The El Toro Road at I-5 Interchange shall not be utilized as a primary access point for construction vehicles equipment and materials delivery.

El Toro Road shall not be utilized as a project access by any construction equipment. No work that may interfere with traffic flow along El Toro Road and/or access to the I-5, as determined by the Public Services Director, shall occur during the month of December of each calendar year.

60. It shall be the Applicant’s responsibility to protect-in-place all existing public improvements. The Applicant shall repair or replace, to the reasonable satisfaction of the Public Services Director, any public improvements that are damaged, removed or destroyed as a result of the Project construction. Such replacement or repair work shall be implemented within 10 working days of notice by City and, in any event, shall be completed prior to issuance of any further certificates of occupancy.

61. All public improvements shall be constructed and completed to the reasonable satisfaction of the Public Services Director prior to the recordation of the first Final Map, or on a schedule as otherwise described herein, or the Applicant shall enter into the City’s form Subdivision Improvement Agreement, including the posting of securities to guarantee the completion of the public improvements on a schedule as approved by the Public Services Director, and all as approved by the City Attorney and Public Services Director.

62. Final Maps shall be prepared in accordance with City, County, and State requirements, standards, and laws. The Applicant shall submit each Final Map for plan check to both the Public Services Director and County Surveyor and pay all applicable plan check fees to both agencies. The Applicant shall submit a current title report, supporting documents, and traverse closure calculations for plan check. Prior to recordation of any Final Map, for existing easements that directly conflict with future building locations, the Applicant shall provide executed quit claim, plat and legal extinguishment documents in recordable form to the g
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Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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Packet Pg. 219 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Resolution No. PA2022-

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reasonable satisfaction of the Community Development Director and Public Services Director. The approved executed extinguishment documents shall be recorded prior to building permit issuance and following removal of facilities that conflict with future building locations. Following the recordation of each Final Map, the Applicant shall provide the City with both an electronic copy, in a form acceptable to the Public Services Director, and a duplicate Mylar of the recorded Map.

63. The Applicant shall be limited to no more than six (6) phased Final Maps. Each Final Map shall substantially conform to the requirements of the approved Vesting Tentative Map as determined by the Public Services Director.

64. Any existing survey monumentation disturbed, destroyed, or removed during construction shall be restored by a California Licensed Land Surveyor, and Corner Records shall be filed with the Public Services Director and County Surveyor, within 180 days of disturbance of the monument, in accordance with State Law and standards of the County Surveyor.

65. The Applicant shall prepare and submit rough and precise grading plans, drainage improvement plans, site improvement plans and Storm Water Pollution Prevention Plan/Erosion Control Plans, under the supervision of a State of California licensed/ registered civil engineer, on 24”x 36” sheets at a scale acceptable to Public Services Director. Final plan sheets shall be printed on Mylar. Upon completion of construction, the Applicant shall provide the City with drawings of record in both an electronic copy, in a form acceptable to the Public Services Director, and a duplicate Mylar of the plans.

66. All grading plans shall be designed and all grading shall be performed in accordance with the City’s Grading and Excavation Code and grading plan checklist. The applicable grading plan shall be approved by the Public Services Director prior to the issuance of any building permits for any new buildings on the Subject Property.

67. Concurrently with the submittal of any grading plan, a separate hydrology and hydraulic analysis report, in accordance with the then current County of Orange Hydrology Manual, for the Subject Property shall be provided to the Public Services Director for review and approval. The grading plan shall include a drainage plan, which shall provide 100-year storm protection at one foot below all finished floor elevations, collect 25-year storm flows in sump conditions into drainage devices and collect 10-year storm flows in all other cases into drainage devices, not including the required hydromodification retention of flows. During 100-year storm events, one travel lane in each direction on primary internal access roads shall be free of inundation, open and passable as approved by the Public Services Director. No onsite development shall impede the functionality of any existing drainage devices in the public right of way. The hydraulic analysis shall g
Packet Pg. 97
Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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Packet Pg. 220 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Resolution No. PA2022-

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demonstrate the above specifications are met. No concentrated drainage shall be allowed onto public driveways or sidewalks and stormwater drainage shall be conveyed to the storm drain system prior to crossing of the public right of way.

68. Prior to the issuance of the last certificate of occupancy within a District, all existing private storm drain pipes of 18” diameter or greater to remain in place upon the completion of all Site Improvements in each District shall be inspected, photographed/videotaped and logged by the Applicant as to their condition, including but not limited non-destructive testing, to confirm their ability to support live and dead loads of the planned development and identify the long term viability of the existing drainage systems to function as designed. The design Civil Engineer and/or Soils/Materials Engineer shall attest to the condition of these drainage systems and submit their findings to the Public Services Director for review and approval. Prior to the issuance of each certificate of occupancy for any buildings on the portion of the Subject Property covered by the applicable grading permit, any storm drain pipes, private or public, determined by the Public Services Director to not meet current standards shall be removed and replaced, or rehabilitated, to the reasonable satisfaction of the Public Services Director.

69. The planned relocation of a portion of the 66” storm drain lines, as identified on the approved Plans, necessary to avoid conflict with Office Buildings 1-4, shall be accomplished such that the existing drainage patterns shall not be disturbed. The existing 66” storm drain line shall remain operational while the new storm drain alignment is constructed. The disconnection of the existing 66” storm drain line shall not occur between the months of October to April in any given year and shall not occur otherwise if there is a prediction of any precipitation within seven days of, or during, the planned disconnection of said 66” storm drain line. The connection of the existing 66” storm drain line to the relocated and new 66” storm drain line shall be fully completed within fourteen (14) calendar days. The 66” storm drain shall continue to accept public and private storm waters as it currently is configured and convey said water without disruption of the hydraulic grade line from the easterly boundary of the Project to Aliso Creek. Upon completion of the new 66” storm drain line located on the Subject Property, the Applicant shall have this storm drain system inspected, cleaned, and repaired, as needed, from the easterly boundary of the Subject Property to Paseo de Valencia.

70. Prior to the issuance of a building permit for any building, the Applicant shall demonstrate to the reasonable satisfaction of the Public Services Director that adequate building setbacks have been provided allowing construction excavation/access to, and maintenance of, private storm drains. Building setbacks may range from a minimum of 15’ to an estimated maximum of 25’ in width, depending upon the size and depth of the storm drain pipes, to the reasonable satisfaction of the Public Services Director.

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Packet Pg. 98
Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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Packet Pg. 221 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Resolution No. PA2022-

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71. Concurrently with the submittal of any grading plan, the Applicant shall submit a Final Geotechnical report prepared by a State of California registered/ licensed Engineering Geologist for approval by the Public Services Director. The report shall include an evaluation of area geology, onsite soils, and earthquake potential and provide recommendations on pavement sections, building foundations, water table impacts, and a discussion of the functionality of the hydromodification and water quality features relating to infiltration rates.

72. All new parking lots, drive aisles, and private streets shall be constructed of asphalt concrete over crushed aggregate base over subgrade, or equal, and compacted to a relative compaction of 95% or as required by the soils engineer of record in the Final Geotechnical Report. The structural pavement thickness shall be equivalent to no less than 4” AC over 6” AB, or more, for drive aisles, and 4” AC over 4” AB for all other areas, or more, as required by the soils engineer of record and approved by the Public Services Director.

73. The final street improvement/grading plans involving Calle de la Louisa shall include a northerly bound lane transition beginning at Calle de la Plata, on a minimum basis of a 25:1 ratio for each foot of lane shift, to the reasonable satisfaction of the Public Services Director.

74. The intersection of Calle de la Plata at Calle de la Louisa shall be modified to directly align the centerline of Calle de la Plata on either side of Calle de la Louisa, taking into account the existing median island on the westerly side of this 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 Public Services Director.

75. 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 Public Services Director.

76. Any street improvement lane transitions utilized on the Subject Property shall be on the basis of a minimum 25:1 ratio for each foot of lane transition, or greater, matching the anticipated prevailing speed of traffic for the ratio value to one, to fully align the traffic lanes to the reasonable satisfaction of the Public Services Director.

77. The Project, as hereby approved, 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 Applicant shall, pursuant to Chapter 9-102, pay a traffic impact mitigation fee, if applicable. g
Packet Pg. 99
Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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Packet Pg. 222 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Resolution No. PA2022-

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78. Prior to the issuance of any building permit, the Applicant shall pay, and provide City with evidence of payment of, all fees required by public agencies other than the City, whether or not collected by the City, including, but not limited to, the fees imposed pursuant to the County of Orange’s major thoroughfare and bridge fee programs known as the Coastal Area Road Improvements and Traffic Signal (CARITS) program, and the Moulton Parkway/Laguna Niguel (MP/LN) programs, and by OCFA, the El Toro Water District (ETWD), the San Joaquin Hills Transportation Corridor Agency, and the Saddleback Valley Unified School District.

79. Concurrently with the submittal of any grading plan and prior to issuance of each grading permit, the Applicant shall submit for review and approval by the Public Services Director a Water Quality Management Plan (WQMP) specifically identifying Best Management Practices (BMPs) that will be used on-site to control predictable pollutant run-off. This WQMP shall identify Low Impact Development (LID) BMPs and routine structural and non-structural measures specified in the current Orange County Drainage Area Management Plan (DAMP) and the San Diego Regional Water Quality Control Board (SDRWQCB) requirements applicable to each parcel under development. This WQMP shall:
a. Address site design BMPs (as applicable) such as minimizing impervious areas, maximizing permeability, minimizing directly connected impervious areas, creating reduced or “zero discharge” areas, conserving natural areas, preserving trees, and retaining existing site hydrology to the maximum extent practicable;
b. Replicate the pre-development hydrologic functions through site preservation, infiltration, retention, detention, evapotranspiration, and filtration treatment systems (hydromodification).
c. Incorporate applicable routine source control BMPs as defined in the DAMP and provide a detailed description of their implementation; d. Incorporate applicable treatment control BMPs as defined in the DAMP; e. Implement Low Impact Development (LID) BMPs to reduce runoff to the maximum extent practicable.
f. Include full capture trash and debris systems consistent with SDRWQCB Order No. R9-2017-0077 (or as may be amended) and per the approval of the Public Services Director.
g. Include an Operation and Maintenance (O & M) plan that identifies the mechanism(s) by which long-term O & M of all post construction BMPs will be provided and funded, the schedule for O & M and the responsible party for the O & M.
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Packet Pg. 100 Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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Packet Pg. 223 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Resolution No. PA2022-

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h. Conform to hydromodification criteria. The Applicant shall document compliance with hydromodification criteria by providing calculations consistent with the Grading Plan and WQMP and in accordance with the SDRWQCB NPDES Order No. R9-2013-0001, Section E.3.c(2), as amended by Order Nos. R9-2015-0001 and R9-2015-0100, or as may be superseded or further amended. Hydromodification calculations shall only be made by using the South Orange County Hydrology Model as provided by the County of Orange.

80. Prior to issuance of the first grading permit, the Applicant shall submit a copy of the State issued Notice of Intent (NOI) indicating that coverage has been obtained under the National Pollutant Discharge Elimination System (NPDES) State General Permit for Storm Water Discharges Associated with Construction Activity from the State Water Resources Control Board. Evidence that the NOI has been obtained shall be submitted to the Public Services Department. Projects subject to this requirement shall prepare and implement a Stormwater Pollution Prevention Plan (SWPPP). A copy of the current SWPPP shall be kept at the Subject Property and be available for City review on request. In addition, the Applicant shall include notes on the grading plans indicating that the Project will be implemented in compliance with the Statewide Permit for General Construction Activities.

81. The Applicant shall overseed, irrigate, and/ or treat with a dust palliative any soil on the Subject Property exposed as a result of any demolition work and/or grading work, and which is not otherwise undergoing continuous construction for any 45- day period, such that blowing wind shall not generate soil movement of any kind.

The growth of any plant material on any land not undergoing continuous construction shall always be controlled to a height of not more than 12 inches.

82. Consistent with the approved District Sequencing Plan, within 30 days of Project Approval the Applicant shall install a visual barrier facing all public streets, or install other comparable perimeter screening materials subject to the reasonable satisfaction of the Community Development Director and Public Services Director.

At the reasonable request of the Community Development Director, the Applicant shall integrate temporary intermittent landscape planters into the design of the visual barrier to be constructed.

83. Each underground storm water storage device subject to traffic loads shall meet American Association of State Highway and Transportation Officials (AASHTO) H20 loading standards or higher, as may be amended, as recommended by the soils engineer of record and to the reasonable satisfaction of the Public Services Director.

84. Prior to the issuance of the first grading permit, the Applicant 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 g
Packet Pg. 101 Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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Packet Pg. 224 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Resolution No. PA2022-

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the reasonable discretion of the 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).

85. The Applicant shall install debris gates and full capture trash screens into all private catch basin inlets within the Subject Property simultaneously with the completion of Site Improvements within a District being improved, but not later than the issuance of the first certificate of occupancy of any building in a District. The Applicant shall include the regularly scheduled maintenance and cleaning of these private devices in the WQMP, all in accordance with the then current standards of the State of California Water Resources Control Board and the City of Laguna Hills.

86. Prior to the issuance of the third certificate of occupancy for any combination of Residential and/or Office Buildings (i.e. three residential buildings, two residential buildings and one office building, three office buildings, etc.), the Applicant 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 for the Village at Laguna Hills” dated September 1, 2020, in Section 6.0 Site Access) and submit it for review and approval by the Director of Public Services. If the traffic signal has not as yet met warrants, the Applicant shall repeat the Traffic Signal Warrant Analysis upon the issuance of the certificate of occupancy of each additional Residential or Office Building. If the traffic signal is deemed to be warranted, within six months of said Warrant Analysis approval, the Applicant 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 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 Director of Public Services. Prior to the completion of construction of the Traffic Signal, if needed, the Applicant shall dedicate a traffic signal maintenance easement for any traffic signal equipment located on the Subject Property.

87. Prior to the issuance of the final certificate of occupancy for the fourth Residential Building, the Applicant 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 g
Packet Pg. 102 Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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Packet Pg. 225 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Resolution No. PA2022-

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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 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 Public Services Director the traffic signal is appropriate to address the traffic conditions, the Applicant shall contribute a prorata share of funding for the full cost of the design and construction of said signal and related ancillary improvements and equipment (as specified in Condition No. 88). Prior to the issuance of any further certificates of occupancy, Applicant 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 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, Applicant 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 Applicant 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.

88. The design of any new traffic signals 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 Public Services Director. The Applicant shall provide the City the full cost to purchase the traffic signal controller, video detection equipment and emergency vehicle preemption equipment in advance of the Applicant’s proposed construction. The schedule for the installation of said signals shall be subject to the reasonable discretion of the Public Services Director.

89. As reasonably determined by the Public Services Director, the Applicant 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 / Plaza Drive traffic signal in accordance with City standards. The Applicant 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.

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Packet Pg. 103 Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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Packet Pg. 226 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Resolution No. PA2022-

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90. As reasonably determined by the Public Services Director the Applicant 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 Subject Property. Such illuminated street name signs shall be replaced with LED illuminated street name signs as selected by City. The Applicant shall provide the City the full cost to purchase and install the signs, as determined in the reasonable discretion of the Public Services Director, prior to the issuance of the first certificate of occupancy for any building within the El Toro Pad District.

91. The Applicant 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. The Applicant shall deposit with the City an amount equal to the full cost to manufacture and install all such signs, as reasonably determined by the Public Services Director. In the event the full documented cost to manufacture and install said signs exceeds the amount of the deposit, Applicant 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 Applicant the difference within thirty (30) days after installation of the last such sign. The Applicant’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.

92. The Project's southerly driveway access to Avenida de la Carlota (the extension of Calle de Los Caballeros, a private drive) shall be constructed as a right turn in and right turn out only driveway. No left turn access at this location shall be allowed.

93. 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 Public Services Director, whichever occurs first, the Applicant shall construct the enhanced parkway along Avenida de la Carlota, from El Toro Road to Plaza Lane/Project Driveway, consistent with the UVSP, 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. The Applicant 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 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 improvement shall be designed and constructed to the reasonable satisfaction of the Community g
Packet Pg. 104 Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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Packet Pg. 227 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Resolution No. PA2022-

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Development Director and Public Services Director and shall be maintained by the Applicant 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 UVSP area, as reasonably determined by the Public Services Director.

94. Prior to (a) the issuance of the first Office Building certificate of occupancy, or (b) 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, or (c) the completion of the required components of Phase One (as defined in the Development Agreement), whichever occurs first, as reasonably determined by the Public Services Director, the Applicant shall construct the enhanced parkway along the westerly side of Avenida de la Carlota from Plaza Lane / Project Driveway to the southern Project boundary, consistent with the UVSP, including the modification, relocation and/or addition of Southern California Edison (SCE) street lighting to the reasonable satisfaction of the Public Services Director, including the payment of fees to SCE, within the public right of way, to the City’s standards and specifications, except as noted herein. The Applicant 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 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 improvement shall be designed and constructed to the reasonable satisfaction of the Community Development Director and Public Services Director and shall be maintained by the Applicant 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 UVSP area, as reasonably determined by the 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 Condition requiring the construction of the Site Improvements in the Southern Residential District.

95. The Applicant shall dedicate a landscape maintenance easement to City to coincide with and matching the rear curb line of the corner Entry Monuments at the Subject Property’s entrance on the southerly side of El Toro Road at Regional Center Drive. Such dedication shall be reflected on the applicable Final Map or in a separate dedication instrument in a form approved by the City Attorney and Public Services Director, to be recorded prior to the issuance of a certificate of occupancy for any building.
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Packet Pg. 105 Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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96. All of the existing and new Project entrances to the Subject 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 Public Services Director, utilizing Armor Tile blue cast-in-place detectable warning surfaces at ramps.

97. Within one-year of the completion of the Avenida de la Carlota enhanced parkway improvements described herein (COA Nos. 93 and 94), the Applicant shall design and construct a 0.15’ asphalt concrete overlay over the entire width of Avenida de la Carlota, from El Toro Road to the southerly Subject 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 Public Services Director. The Applicant 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 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 Director of Public Services, the Applicant 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’ asphalt concrete for a total distance of 100’, 50’ 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 Director of Public Services.

98. Except as otherwise provided in these Conditions, no work, excavations, or construction activity of any nature, either in, on, or under El Toro Road shall be permitted in conjunction with construction of the Project.

99. For every grading permit requested, prior to the issuance of said permit the Applicant 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 Public Services Director. In addition, the accessibility review shall depict compliance with California Disabled Accessibility requirements as 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 g
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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 Public Services Director and Community Development Director. The Applicant shall install, construct or reconstruct to the City’s standards and reasonable satisfaction of the 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, the Applicant may prepare a “CASp Masterplan” subject to the review and approval of the 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 the Applicant).
100. Prior to the issuance of any grading permit, the Applicant shall demonstrate to the reasonable satisfaction of the Public Services Director that all on-site access routes are capable of accommodating all truck access and truck turning radii. 101. The Applicant shall indicate on all grading and/or street improvement plans the location of bicycle pathways and lanes throughout the Project site, as depicted on the Bicycle Connectivity Plan (Sheet L5.11 of the Plans), including but not limited to connectivity to Oakbrook Village, to the reasonable satisfaction of the Public Services Director and Community Development Director. Approved bicycle pathways and lanes shall be constructed to the reasonable satisfaction of the Public Services Director and completed concurrently with construction of related street improvements.
102. Within each District, prior to the issuance of a certificate of occupancy for any building, or issuance of a building permit final (or similar approval) for a Site Improvement building permit, the Applicant shall demonstrate compliance with the applicable WQMP to the reasonable satisfaction of the Public Services Director, including:
a. Demonstrates that all LID, hydromodification, and other structural BMPs described in the WQMP have been implemented, constructed, and installed in conformance with approved plans and specifications; b. Demonstrates that the Applicant has complied with and/or is prepared to implement all non-structural BMPs described in the WQMP;
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c. Demonstrates that an adequate number of copies of the Project’s approved WQMP are available for the future occupants;
d. Demonstrates that the Applicant has agreed to and recorded the Covenant Agreement, CC&R’s, another agreement, or another legal instrument approved by the City Attorney that shall require the property owner, successors, tenants (if applicable), and assigns to fund, operate and maintain in perpetuity the post-construction BMPs described in the WQMP.
103. Should any grading, site or public improvement work require inspection services during non-standard City working hours and days, the Applicant shall be required to make payment of a daily fee per the City’s adopted fee schedule for each day of the work prior to the work being performed, subject to the availability of City inspection personnel to provide the necessary inspection.

EL TORO WATER DISTRICT
104. For each Final Map approval requested by the Applicant, the Applicant shall comply with the requirements of the ETWD, including but not limited to, design of new water lines, sewers, and storm drains, and relocation of existing easements for which ETWD is a lienholder, successor in interest, assignee, or otherwise the legal beneficiary for the requested Final Map. The Applicant shall provide proof of compliance with the requirements of ETWD to the Public Services Director and Community Development Director prior to City Council approval of the requested Final Map.
105. For each Final Map filed, the Applicant shall obtain a “Will Serve” letter from ETWD prior to the approval of the Final Map. Existing water lines and sewer lines on the Subject Property shall be relocated to the satisfaction of ETWD. For existing easements to be vacated, the Applicant shall demonstrate the manner in which the easements will be vacated through separate instrument(s) upon completion of any new infrastructure construction and existing infrastructure removal. Prior to the issuance of building permits the aforementioned easements shall be vacated. 106. The Applicant shall design and secure, to the satisfaction of ETWD to ensure adequate water service is provided to the Project as well as any other areas adjacent to the Project that currently utilize the existing facilities that are located within the Subject Property. For each Final Map requested by the Applicant, the Applicant shall provide evidence to the Public Services Director prior to Final Map approval by the City Council that it has complied with all requirements of ETWD. 107. For each grading and building permit requested, prior to the issuance of any permits, the Applicant shall provide evidence of design approval of all required water and sewer improvements from ETWD to the reasonable satisfaction of the Public Services Director and Community Development Director. g
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108. Prior to the issuance of any building shell final or certificate of occupancy for any building, all water and sewer improvements serving the subject building shall be constructed to the satisfaction of ETWD and the reasonable satisfaction of the Public Services Director and Community Development Director. 109. Prior to the issuance of a building permit for any new building, or approval of a change in use for an existing building, the Applicant shall obtain a “Will Serve” letter from ETWD. The Applicant shall provide to the Community Development Director evidence of ETWD’s issuance of a “Will Serve” letter for the new building or use.
110. Water lines shall be sized to accommodate the total domestic requirements and fire-flow requirements of OCFA.

CONSTRUCTION ACCESS
111. During construction of the Project, the Applicant shall maintain adequate site vehicular and pedestrian ingress and egress for customers and utilize temporary directional signage in the public right-of-way as needed to the reasonable satisfaction of the Public Services Director and Community Development Director.

Required directional signage shall comply with City standards and specifications, including but not limited to, the CalTrans design manual, the California Manual of Uniform Traffic Control Devices, and/or as recommended by the American Association of State Highway and Transportation Officials (AASHTO). Required private directional signage shall be provided as appropriate at the reasonable discretion of the Community Development Director.
112. During any construction, adequate emergency access for police, fire, and paramedic vehicles, to the standards of, and approval of, the OCFA, shall be maintained on the Subject Property at all times.
113. Prior to the issuance of any demolition, grading, building or other permit within a District, the Applicant shall submit a construction staging plan to the Community Development Director identifying areas to be used for equipment and material storage, placement of construction trailers, portable restrooms, delivery areas for loading and unloading of materials and equipment, construction waste diversion processing, and construction employee parking. The Applicant shall periodically submit an updated construction staging plan, as needed and/or when reasonably requested by the Community Development Director. Appropriate pedestrian and vehicular safety barriers shall be installed in all areas as required by the Community Development Director prior to the issuance of permits. In addition, prior to the issuance of any permits within a District, an on-site pedestrian and vehicle parking circulation plan shall be submitted to the City for review and approval by the Public Services Director and Community Development Director identifying pedestrian and vehicle access, including temporary parking for disabled patrons for businesses that will remain open during construction. g
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114. During the course of construction, the Applicant shall immediately respond to requests made by a City inspector to reasonably resolve any public safety or access issues identified during the work. Modifications to an approved construction staging plan shall be made when requested by a City inspector within 48 hours, or as soon as possible as determined by the Community Development Director.

PARKING STRUCTURES
115. Parking structures shall be designed to include pavement treatments/materials or finishing techniques that reduce noise generated by automobile tire squeal. All pavement treatments and materials shall be subject to the reasonable approval of the Community Development Director prior to building permit issuance for any parking structure.
116. For Parking Structures A and B, construction shall include an electronic parking data display board at each entrance identifying available parking spaces, which is subject to the reasonable approval of the Community Development Director.

Equipment for this requirement shall be shown on the parking structure plans approved as part of the issuance of a building permit and completed prior to the issuance of a certificate of occupancy for the parking structure for which the certificate of occupancy is requested.
117. Prior to building permit issuance for each parking structure, the Applicant shall confer with OCSD to identify features consistent with best practices identified in “Crime Prevention Through Environmental Design in Parking Facilities” or other standards acceptable to OCSD that could be incorporated into the parking structure for which a building permit is requested.

MECHANICAL EQUIPMENT
118. Mechanical equipment, storage, trash areas, and utilities installed at ground level shall be architecturally screened by a solid or semi-solid material from public view to the reasonable satisfaction of the Community Development Director. The method of screening shall be architecturally compatible in terms of materials, color, shape, and size. The screening design shall blend with the building design and include landscaping when on the ground. For rooftop mechanical equipment, building parapet walls shall be at least as high as the equipment and vents installed on each building. For any roof-top equipment, in lieu of fully screening the equipment, the Applicant may provide a “line of sight” study to the Director that indicates no screening is required given the location of mechanical equipment on the roof of a building relative to one or more viewpoints within the Project (as reasonably determined by the Community Development Director) at finished grade. Roof mounted solar panels are excluded from this requirement so long as the overall height of the equipment is as close to the height of building parapet walls as possible, or where integrated into an accessory building such as a roof top carport.
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RESIDENTIAL BUILDINGS
119. Prior to the issuance of a building permit for any Residential Building, the Applicant shall provide final details and specifications identifying the amenities of all outdoor landscaped courtyards and pool courtyards to the Community Development Director for review and approval. The building plans shall label the location of pools, spas, cabanas, barbeques, fire pits, wet bars, seating areas and other amenities as depicted on the Plans.

STREET FURNITURE
120. Within any District, prior to the issuance of the first building permit, the Applicant shall submit a final street furniture plan (site location, specification sheets, dimensions, and materials board) to the Community Development Director and Public Services Director for review and approval for the District in its entirety as modified by Condition 26. Such plan shall include pet waste stations, benches, water fountains, free standing landscape planters, trash receptacles, tree grates, bike racks, bollards, shade structures, and light poles and fixtures consistent with the UVSP or as otherwise approved.
121. Unless specified otherwise in these Conditions, the timing of the installation of pet waste stations, benches, water fountains, free standing landscape planters, trash receptacles, tree grates, bike racks, bollards, shade structures and light poles identified in an approved final street furniture plan shall be installed to the reasonable satisfaction of the Community Development Director and Public Services Director.

OUTDOOR DINING
122. To ensure adequate accessibility, and pedestrian safety and security, for any restaurant use with a designated outdoor dining or patio area, the Applicant shall provide an outdoor dining/ patio plan for review and approval by the Community Development Director prior to the issuance of building permits for the use depicting the size of the space, number of chairs and tables, and separation between public areas and the patio area. Where outdoor service of alcohol is proposed, the Applicant shall provide a barrier a minimum of 42-inches in height and of a length necessary to delineate the public areas from the outdoor dining/patio area subject to the approval of the Community Development Director and the Department of Alcoholic Beverage Control (“ABC”) prior to commencement of alcohol service in outdoor dining/patio areas. All requirements of the Community Development Director and ABC shall be implemented prior to the commencement of the restaurant use.

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Packet Pg. 111 Attachment: Attachment g - Resolution Approving USE-0010-2019 (2767 : Village at Laguna Hills Continued Public Hearing)

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SOLID WASTE
123. Prior to the issuance of any building permits for the Project, the Applicant shall submit a Waste Management Plan that includes the specifications for the collection and diversion of municipal solid waste, recycling, and organic materials at the Project. The plan shall be reviewed and approved by the Community Development Director and shall demonstrate conformance with the requirements of the City’s Municipal Code and state law, and shall specifically address the state-mandated diversion requirements set forth in AB939, AB 341, AB 1826, AB 827 and the regulations implementing SB 1383 (California Code of Regulations Title 14, Division 7, Chapter 3). The Waste Management Plan shall include the following elements and demonstrate compliance with the conditions provided below:
a. Locations and dimensions of bin/cart storage areas, and/or the bin(s) cart(s) designated enclosure areas.
b. Projected weights and volumes of the following material streams using the conversion factors provided in this section:
i. Recyclables (as defined by AB 341, including recoverable paper, cardboard, plastic, metal, etc.)
ii. Organic materials (as defined by AB 1826/SB1383, including food scraps, landscaping waste, wood waste, and food-soiled paper), iii. Municipal solid waste (MSW or trash).
c. Proposed service levels, including type of waste container (MSW, recycling, or organics material), size of container, and frequency of collection.
d. Demonstration that adequate clearance is provided for the waste and recycling hauler vehicle to safely and efficiently service the carts/bins/receptacles.
e. Demonstrated paths of residents/tenants depositing of designated materials into the correct cart/bin and sufficient storage enclosure areas for containment until collection.
f. If underground and/or garage areas are designated enclosure/aggregation points, those areas need to be accessible for movement, placement and storage of bins/containers for waste, recyclables, and organic materials.

Adequate space needs to be provided for safely accessing containers for service by the collection company and not require movement of carts/bins more than 25 feet to the location of the collection vehicle on level access with no inclines.
g. Location requirements for tenants’ trash enclosures shall be subject to state issued guidelines or requirements, if any. If chutes are utilized for multifamily properties, all SB 1383 mandated three bin/cart types (MSW, recyclables, organics) will be adjacent to each other and in sufficient quantity to handle each of the specific material types without causing an overflow into one of the other material types. No more than a 20% level of cross contamination between the three material types shall be permitted.

If chutes are utilized to convey the materials there will be a designated chute for each (MSW, recyclables, and organics.)
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h. Any generator (business) that elects to self-haul its own recyclables or organics, must demonstrate a diversion level as required by CalRecycle regulations governing all diversion legislation.
124. The enclosures and or storage areas shall have adequate space to accommodate containerization of the projected levels of the three materials streams generated by the Project (recyclables, organic waste, and municipal solid waste). The Waste Management Plan shall include projected weights and volumes of generation for each business type at the Project (retail, restaurant, residential, hotel, office, etc.) calculated using the generation and density factors shown in Tables 1 and 2 below.

In addition, using the factors in Tables 1 & 2 below, the Waste Management Plan shall show adequate dedicated space in the recyclable, organics, and trash storage areas to ensure that all applicable state mandated diversion requirements are met. Any deviation from the standards in Table 1 shall need specific approval from the City staff overseeing the permit application and approval. All enclosures shall be covered, include an inlet/drain to the sanitary sewer system, and shall prohibit any liquids from leaving the site or entering a storm drain. Please refer to the City’s ‘Covered Trash Enclosure Detail’ (https://www.ci.lagunahills.ca.us/DocumentCenter/View/373/Trash-Enclosure-Detail-PDF) for further guidance.

Table 1.

Generation Rates and Material Stream Percentages per Business Type Project Generation
Rates
Waste Generation Rates by Material
Stream*
MSW Recyclables Food
Scraps
For retail
establishments*
:
3,250 lbs. per 1000 sq. ft. per year 25% 70% 5%
For
restaurants*:
6,483 lbs. per employee per year or
1825 lbs. per 1000 sq. foot per year 20% 35% 45%
For multi-family
housing units**: 2,278 lbs. per unit per year 35% 45% 20% Office* 2,190 lbs. per
1,000 sq. feet per year 25% 70% 5%
Hotel* 1,460 lbs. per room per year 20% 35% 45%
Table 2. Density Factors for Material Streams (used to convert weight to volume) Density Factors (in lbs. per cubic yard)***
Dry MSW - retail 80
MSW - residential 100
Commercial Mixed Recycling 40
Residential Mixed Recycling 45
Food Scraps 500
Green waste 110
Sources:
*CalRecycle Targeted Statewide Waste Characterization Study: Waste Disposal and Diversion Findings for Selected Industry Groups;
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**Multi-family generation rates found in multi-family units in Mission Viejo; ***CR&R 2015 annual route audit results in Laguna Hills and weigh-based field audits; Example 1: How to Calculate Projected Weekly Waste Generation:

Step 1: Determine total annual waste generation based on business use and square footage. If the applicant’s project will have 10,000 square feet of retail business use, the applicant would calculate the total generation per year of waste materials. In this case, using the ‘Project Generation Rates’ value for retail in Table 1, the retail space would generate a projected 3,250 lbs. per 1000 square feet, or 32,500 lbs. per year of waste for a 10,000 square foot retail space. Applicant will calculate generation rates by waste stream in Step 2.

Step 2: Calculate projected annual material weights by stream.

Next, the applicant would apply the values of ‘Waste Generation Rates by Material Stream’ to this annual generation projection to determine the weights of each stream that are expected to be generated each year. For the retail space, applicant would multiply the total projected weight generation by the percentages included in Table 1. The applicant can project the following weights:
 8,125 lbs. of MSW per year (32,500 lbs. of waste per year x 25% MSW coefficient);
 22,750 lbs. of recyclables per year (32,500 lbs. of waste per year x 70% recyclables coefficient);
 1,635 lbs. of organic materials per year (32,500 lbs. of waste per year x 5% organics coefficient).

Step 3. Convert projected material weights into weekly volumes.

To convert weights of projected material streams into volumes, the applicant will divide the projected annual weights of each material generated by the material density factors in Table 2. For the retail space example, the applicant would project the following weekly generation volumes:
 101.5 cubic yards per year of MSW (8,125 lbs. of MSW per year divided by 80 lbs. per cubic yard) divided by 52 weeks per year equals 2 cubic yards per week of MSW generation  568.75 cubic yards per year of recycling (22,750 lbs. of recyclables per year divided by 40 lbs. per cubic yard) divided by 52 weeks per year equals 11 cubic yards per week of
recyclables generation
 3.25 cubic yards per year of organic materials (1,625 lbs. of organic materials per year divided by 500 lbs. per cubic yard) divided by 52 weeks per year equals .0625 cubic yards per week of organic materials generation.
125. The Applicant shall demonstrate in its Waste Management Plan that any recycling g
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and/or trash areas used on site to consolidate materials shall provide adequate square footage and clearance within the recycling/ trash area to safely service receptacles, and that will not require staging or handling of materials that may obstruct pedestrian walkways, bike paths, on-site vehicle circulation, or otherwise create adverse conditions on the Project resulting from the handling of containers outside of enclosure areas resulting in noise disturbances, odors, or outdoor storage.
126. Diagram 1 and Table 3 below provides photos and dimensions for MSW, recycling, and organics recycling containers provided by the City’s franchised hauler. These bin dimensions can be used to ensure there is adequate space in the enclosure to containerize the projected volumes that will be generated by the Project.

Diagram 1 – Carts and Bins Available for Project
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Table 3: Bin Dimensions and Material Stream Availability Container Width Depth Height Cubic
Yards
Streams
Available
64-gallon 24.25" 31.75" 41.75" 0.3
MSW,
Recycling,
Organics
96-gallon 29.75" 32.25" 43.25" 0.5 MSW,
Recycling
2-yard 7' 3'6" 3'10" 2
MSW,
Recycling,
Organics
3-yard 7' 4' 4' 3 MSW,
Recycling
4-yard 7' 5'6" 5' 4 MSW,
Recycling
3-yard split 7' 4' 4'

1.5 yd for
each
stream, 3
yd bin
total
MSW,
Recycling
4-yard split 7' 5'6" 5'
2 for
each
stream, 4
total
MSW,
Recycling
Example 2: How to determine containers sizes and frequency needed to adequately containerize projected materials generations Step 1: Determine appropriate container size and frequency needed. Using the weekly projected generation levels calculated in example 1, the applicant projects that the 10,000 square foot retail operation will generate approximately 2 cubic yards per week of MSW, 11 cubic yards per week of recyclables, and 0.0625 cubic yards per week of organic materials. Using the bin sizes in Diagram 1 and Table 3, identify the needed frequency and size of containers. In this case, the applicant would likely need the following service configurations:
 MSW Service Needs: One 2-yard MSW dumpster serviced one day per week (2 yards of weekly MSW service matches the projected MSW generation levels of 2 cubic yards per week). Applicant may opt for one 3-yard bin serviced 1 day per week to allow for a slight volume buffer for high-waste-volume events, such as the holiday shopping season.
 Recycling Service Needs: One 4-yard recycling dumpster serviced 3 days per week or 1 3-yard recycling dumpster serviced 4 days per week (12 yards of weekly recycling service exceeds the projected recycling generation levels of 11cubic yards per week).
 Organic Material Recycling Service Needs: One 64-gal organics cart serviced 1 day per week (0.3 yards of weekly organics recycling service exceeds the projected organics generation levels of 0.0625 cubic yards per week).

Step 2: Determine approximate footprint of needed service equipment. Using the bin and cart dimensions included in Table 3, determine the size of the enclosure space needed to accommodate the projected number of MSW, recycling, and organics containers calculated in Step 1. Diagram 2 includes some examples of bin configurations for the applicant’s consideration. For example, a 10,000 square foot g
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retail space would have to provide an enclosure plan to the City that could house one (1) 2-yard MSW dumpster with a 7”x3.5” footprint; one (1) 3-yard recycling dumpster with a 7”x4” footprint; and one (1) 64-gallon organics receptacle with a

24.25” x 31.75” footprint. The enclosure would also need to require room for users to easily access each bin type and or the hauler to service each container. Note:
the applicant’s retail business or project may require more or less dedicated capacity and enclosure space than the above example.
127. For enclosures servicing all SB 1383 identified three material streams (MSW, Recyclable Materials, organics materials, and a cooking oil/grease tank if the location generates oil and grease), Diagram 2 below provides suggested enclosure configurations to house bins or 65-gallon food scrap carts, as necessary to serve the Project. The Waste Management Plan shall also incorporate the ability to accommodate seasonal changes and any future changes in types of tenants that may increase the amount of material generated. Applicant may need enclosures with space for more than 1 of each recycling, organics, and MSW bin, depending on projected material volume generation. If feasible, one or two 65-gallon food scrap carts could be substituted in for a food scrap bin. It is the applicants’ responsibility to provide enclosure plans that provide adequate space for projected generation levels and that are in compliance with the City’s design standards. 128. The figures provided in Table 1 provide annualized generation rates and do not take into account seasonal fluctuations in waste and recyclables generation volumes that may especially impact retail, multi-family, and hospitality business g
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uses. The volume of recyclables and waste generated fluctuates over the course of the year. For retail and hospitality uses, peak generation occurs October through January and potentially June – August. For multi-family, generation will peak around all holiday seasons and usually tends to be higher during winter months when compared to summer months. The tables provided assume that annualized figures. Enclosures will need to be able to accommodate larger bins or additional pick-ups to avoid bin overfilling during peak seasons. For retail and hospitality business uses, the applicant shall demonstrate that a volume capacity increase of 30% can be obtained through either 1) adding additional collection containers to the enclosures used by retail generators or by 2) increasing collection frequency of existing collection containers in the enclosures used by retail generators without having to place containers outside of the enclosure or expanding the enclosure.

For multi-family uses, the applicant shall demonstrate that a volume capacity increase of 20% can be obtained through either 1) adding additional collection containers to the enclosures used by multi-family generators or by 2) increasing collection frequency of existing collection containers in the enclosures used by multi-family generators without having to place containers outside of the enclosure or expanding the enclosure.
129. To ensure service vehicles can access Project waste facilities, service areas intended to be serviced by vehicles shall provide the following turning radius requirements and be able to accommodate the following truck dimensions:
 The turning radius shall be adequate for a 3-axle truck. The overall length, including the forks is 36 feet. Construction plans shall include the appropriate details prior to the issuance of building permits.
 The following truck turning dimensions shall be used as depicted in the diagram below.

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130. The Project shall provide adequate space for both the receiver and the compaction equipment. The chart below provides the clearances required for compactors.

Required Clearances for Compactors
Vertical (Approach & Exit) 14’ high
Vertical (Rails raised
w/compactor)
25’ high
Lateral 2’ around compactor
Service Area Length 75’ long
131. For all compactors used on-site, the Applicant shall meet the manufacturer’s recommended specifications for minimum dimensions required to operate the equipment. If none are listed, the Applicant may use the following as a guide subject to the review and approval of the Community Development Director:

Front Load Truck Emptied Compactor Dimensions*
Compactor
Size Height Width Depth
2 yds. 8.5’ 8’ 5’
3 yds. 7’ 8’ 7’
4 yds. 8’ 8’ 9’
132. In addition to the City’s standard requirements that provide for trash enclosures to be covered with an in-place constructed roof, the Applicant shall ensure that enclosure roof heights do not obstruct direct collection truck access to bins and that each enclosure include an inlet/drain to the sanitary sewer system for any liquids or leakage from the bins.
133. The Applicant shall install signage in all enclosures to indicate the type of material that can be disposed of in the bin. Signage for multifamily portion of project shall comply with residential requirements of SB 1383. Signage for commercial portions of the project will comply with the commercial requirements of SB 1383. 134. The Applicant will reasonably cooperate with the City in providing information for the City’s annual reporting to CalRecycle on the Project’s collective SB 1383 recycling programs and efforts.
135. The Applicant will implement all diversion programs that are required by statutory requirements and will cooperate with the city in overseeing and maintaining programs as required by SB 1383 in the Project.
136. The Applicant will conform to the provisions of the City’s SB 1383 Mandatory Commercial and Residential Recycling Ordinance.

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REMEDIATION
137. Any and all contamination identified in the Phase I Environmental Site Assessment completed in July of 2020 for the Project, or encountered during construction of the Project, shall be remediated as required by all applicable federal, state and local laws and regulations.

MITIGATION MEASURES
138. The Applicant shall comply with all mitigation measures applicable to the Project as set forth in the Mitigation Monitoring and Reporting Program attached to these Conditions as Exhibit B.

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

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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:
_____________________________________

MELISSA AU-YEUNG, CITY CLERK
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ORDINANCE NO. ORD 2022-1

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.

WHEREAS, MGP Fund X Laguna Hills, LLC (“Owner”) initiated an application with the City of Laguna Hills ("City") for approval of a development agreement to implement 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 of in the City of Laguna Hills (the “Property”) through the 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, (the "Project"); and,
WHEREAS, on March 8, 2022 the City adopted Resolution No. PA2022-03- 08-2 approving land use entitlements for the Project delineated as Case No. USE-010- 2019, which consist of 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, a Conditional Use Permit for a new hotel, a Conditional Use Permit to allow shared parking, a Vesting Tentative Tract Map to subdivide the property into 16 lots, and a Precise Plan for mixed use development of the site, along with conditions of approval with respect thereto; and

WHEREAS, the City has evaluated the Project’s potential environmental impacts and, on March 8, 2022, adopted Resolution No. PA2022-03-08-1 making corresponding findings regarding the Project’s compliance with the California Environmental Quality Act pursuant to Public Resources Code Section 21166 and California Code of Regulations, Title 14, Sections 15162 and 15164, and adopting a Fifth Addendum to the Laguna Hills General Plan Program Environmental Impact Report for 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, on April 2, 2021 and April 5, 2021, as required by Government Code Section 65867, the City caused public notice to be given of the City Council's intention to consider adoption of the development agreement for the Project as provided in Government Code Sections 65090 and 65091 and Chapter 9-96 of the Laguna Hills Municipal Code, and on: April 27, 2021; June 24, 2021; and June 29, 2021, as required h
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by Government Code Section 65867, the City Council held a public hearing on adoption of the development agreement, and introduction and first reading of this ordinance; and, WHEREAS, on _________, 2022, the City Council considered the adoption of this ordinance approving and authorizing the execution of the development agreement.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAGUNA HILLS, CALIFORNIA, HEREBY ORDAINS AS FOLLOWS:

SECTION 1. The development agreement with the Owner for the Project attached hereto as Exhibit "A" is hereby APPROVED based on the following statement of findings:

A. The development agreement and the Project are consistent with the objectives, policies, general land uses, and programs of the Laguna Hills General Plan and the Urban Village Specific Plan encouraging an urban village identity to include a variety of high-quality public, regional commercial, recreational, and high-density residential uses working in concert to create an "urban village" with enhanced pedestrian areas conveniently linking commercial, residential, and civic areas.

The Project includes modifications to the Five Lagunas Project approved in 2016 that will result in Development of the following on the Property:
i. up to 250,000 square feet of space within Retail Buildings; ii. up to 465,000 square feet of space within Office Buildings; iii. two Parking Structures to serve the office uses;
iv. a Hotel containing between 100 to 150 rooms;
v. up to five (5) Residential Buildings containing up to 1,500 multiple family residential units, 200 of which will be Affordable Units; vi. the construction of park and open space improvements within the Village Park; and
vii. the construction of associated pubic improvements, parking facilities, streets, pedestrian pathways, and other infrastructure.

B. The development agreement and the Project are consistent and compatible with the densities and uses authorized for the Project site specified in the Laguna Hills General Plan, the Urban Village Specific Plan, and the Zoning and Development Code of the City.

C. The development agreement provides for the orderly development of the Project property. The development agreement identifies the different phases and timing for construction of the Project and public improvements.

SECTION 2. 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.

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SECTION 3. The City Manager is hereby directed and authorized to take all necessary actions to implement this ordinance, including but not limited to, to execute the development agreement attached hereto as Exhibit "A" and other related documents, and to make minor clerical or non-substantive changes thereto.

SECTION 4. A fully executed copy of the development agreement attached hereto as Exhibit “A” between the City and the Owner shall be filed and maintained in the office of the City Clerk.

SECTION 5. The City Clerk shall record a copy of the development agreement with the Orange County Clerk-Recorder within 10 days of the effective date of this ordinance, on or before ___________, 2022.

SECTION 6. This ordinance shall become effective 30 days after its adoption, on __________, 2022.

SECTION 7. If any section, subsection, subdivision, sentence, clause, phrase, or portion of this ordinance is, for any reason, held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would have adopted this ordinance and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more section, subsection, subdivision, sentence, clause, phrase, or portion thereof be declared invalid or unconstitutional.

SECTION 8. The City Clerk shall certify to the adoption of this ordinance and cause the same to be posted at the duly designated posting places within the City and published once within fifteen days after passage and adoption as may be required by law; or, in the alternative, the City Clerk may cause to be published a summary of this ordinance and a certified copy of the text of this ordinance shall be posted in the office of the City Clerk five days prior to the date of adoption of this ordinance; and, within fifteen days after adoption, the City Clerk shall cause to be published the aforementioned summary and shall post a certified copy of this ordinance, together with the vote for and against the same, in the office of the City Clerk.

PASSED, APPROVED, AND ADOPTED this _____ day of _______, 2022. ________________________________

DAVID WHEELER, MAYOR

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ATTEST:
______________________________________

MELISSA AU-YEUNG, CITY CLERK

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 Ordinance No. ORD 2022-1 was duly introduced and placed upon its first reading at a Regular Meeting of the City Council on the ____ day of _____, 2022, and that thereafter, said ordinance was duly adopted and passed at a Regular Meeting of the City Council held on the ____ day of ____, 2022, by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:
(SEAL)
_____________________________________

MELISSA AU-YEUNG, CITY CLERK
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EXHIBIT “A”

DEVELOPMENT AGREEMENT
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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

DEVELOPMENT AGREEMENT
(Village at Laguna Hills Mixed Use Project)

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
MGP FUND X LAGUNA HILLS, LLC, a Delaware limited liability company

THIS DEVELOPMENT AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS OF ITS EFFECTIVE DATE PURSUANT TO THE REQUIREMENTS OF GOVERNMENT CODE §65868.5 h
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TABLE OF CONTENTS
SECTION 1 DEFINITIONS ............................................................................................................4

1.1 Affordable Housing Implementation Plan ...............................................................4

1.2 Affordable Unit(s) ....................................................................................................4

1.3 Authorizing Ordinance .............................................................................................4

1.4 CEQA .......................................................................................................................4

1.5 Certificate(s) of Occupancy .....................................................................................4

1.6 Commence Construction or Commenced Construction ..........................................4

1.7 Complete Construction, Completed Construction, or Completion of Construction .............................................................................................................5

1.8 City ...........................................................................................................................5

1.9 City Manager ...........................................................................................................5

1.10 Community Benefit Fees .........................................................................................5

1.11 Covenant Agreement ...............................................................................................5

1.12 Develop, Developed, or Development .....................................................................5

1.13 Development Agreement .........................................................................................5

1.14 Development Agreement Date .................................................................................6

1.15 Development Agreement Ordinance ........................................................................6

1.16 Development Agreement Statute .............................................................................6

1.17 Development Fees ....................................................................................................6

1.18 Development Plan ....................................................................................................6

1.19 Discretionary Action(s), Discretionary Approval(s), or Discretionary Permit(s) ...................................................................................................................6

1.20 Excusable Delay .......................................................................................................6

1.21 Excusable Delay re Hotel .........................................................................................6

1.22 Existing Development Approvals ............................................................................6

1.23 Existing Land Use Regulations ................................................................................7

1.24 Final Map(s) .............................................................................................................7

1.25 Five Lagunas Project ................................................................................................7

1.26 Five Lagunas Entitlements .......................................................................................7

1.27 General Plan .............................................................................................................7

1.28 Hotel .........................................................................................................................7

1.29 Hotel Feasibility Study ............................................................................................7

1.30 HVS..........................................................................................................................7

1.31 Initial Hotel Feasibility Study ..................................................................................8

1.32 Litigation Delay .......................................................................................................8

1.33 Lower Income Households ......................................................................................8

1.34 Major Project Modification(s) .................................................................................8

1.35 Milestones ................................................................................................................8

1.36 Ministerial Action(s), Ministerial Approval(s), or Ministerial Permit(s) ................8

1.37 Mitigation Fee Act ...................................................................................................9

1.38 Mitigation Monitoring Program ...............................................................................9

1.39 Moderate Income Households .................................................................................9

1.40 Mortgage ..................................................................................................................9

1.41 Mortgagee ................................................................................................................9 h
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1.42 New Retail ...............................................................................................................9

1.43 Office Buildings .......................................................................................................9

1.44 Owner .......................................................................................................................9

1.45 Parking Structure(s) .................................................................................................9

1.46 Owner’s Public Art Obligation ..............................................................................10

1.47 Parties; Party ..........................................................................................................10

1.48 Phase One...............................................................................................................10

1.49 Phase Two ..............................................................................................................10

1.50 Project ....................................................................................................................10

1.51 Project Trip Budget Allocation ..............................................................................11

1.52 Property ..................................................................................................................11

1.53 Public Art ...............................................................................................................11

1.54 Qualified Hotel Consultant ....................................................................................11

1.55 Residential Building(s) ..........................................................................................11

1.56 Residential Unit .....................................................................................................11

1.57 Retail Buildings .....................................................................................................11

1.58 Quimby Act ............................................................................................................12

1.59 Senior(s) .................................................................................................................12

1.60 Specific Plan ..........................................................................................................12

1.61 Specific Plan Area Trip Budget Allocation ...........................................................12

1.62 Subsequent Development Approvals .....................................................................12

1.63 Subsequent Land Use Regulations .........................................................................12

1.64 Term .......................................................................................................................13

1.65 Third Party Challenge ............................................................................................13

1.66 Traffic Impact Analysis .........................................................................................13

1.67 Twenty Year Period ...............................................................................................13

1.68 Uniform Codes .......................................................................................................13

1.69 Updated Hotel Feasibility Study ............................................................................13

1.70 Upscale ...................................................................................................................13

1.71 Upper-Upscale .......................................................................................................13

1.72 Veteran(s) ...............................................................................................................13

1.73 Village Park ...........................................................................................................13

1.74 Zoning Code...........................................................................................................14 SECTION 2 TERM........................................................................................................................14

2.1 Duration of Term ...................................................................................................14

2.2 Extension of Term ..................................................................................................14

2.3 Termination Due to Judicial Order ........................................................................14

2.4 Automatic Termination upon Completion of Project ............................................14

2.5 Effect of Expiration of Term Prior to Completion of Project ................................14 SECTION 3 BINDING COVENANTS .........................................................................................15 SECTION 4 EFFECT OF AGREEMENT ....................................................................................15 SECTION 5 DEVELOPMENT OF PROJECT .............................................................................15

5.1 Rights to Develop ..................................................................................................15

5.2 Vesting of Rights of Developer .............................................................................16 h
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5.3 Effect of Development Agreement on Land Use Regulations ...............................16

5.4 Timing of Development .........................................................................................16

5.5 Tentative Subdivision Map and Other Entitlement Extensions .............................21

5.6 Project Trip Budget Allocation ..............................................................................21 SECTION 6 ENFORCEMENT .....................................................................................................22 SECTION 7 PUBLIC BENEFITS .................................................................................................23

7.1 Payment of Community Benefit Fees ....................................................................23

7.2 Affordable Housing ...............................................................................................23

7.3 Provision of the Village Park Improvements .........................................................24

7.4 Provision of Public Art and Payment of Public Art In-Lieu Fees .........................24

7.5 Provision of Public Improvements .........................................................................24

7.6 Provision of Private Infrastructure Improvements On and Within the Property ..................................................................................................................24 SECTION 8 PUBLIC IMPROVEMENTS AND SERVICES ......................................................25

8.1 Public Improvements Required to Support the Project ..........................................25

8.2 Cooperation by City and Owner for Public Improvements ...................................25

8.3 Timing, Phasing and Sequence of Public Improvements and Facilities ................26

8.4 Maintenance of Public Improvements ...................................................................26

8.5 Acceptance of Improvements; As-Built or Record Drawings ...............................26 SECTION 9 DEDICATIONS AND EXACTIONS ......................................................................27

9.1 Dedications In Conjunction With Public Improvements .......................................27

9.2 Dedication for Enhanced Parkway Improvements Along Avenida de la Carlota ....................................................................................................................27

9.3 Dedication of Landscape Maintenance Easement for Entry Monuments ..............27

9.4 Dedication of Easement for Traffic Signal Equipment ..........................................27 SECTION 10 FEES .......................................................................................................................27

10.1 Development Fees Applicable to the Project .........................................................27

10.2 Fees Applicable for Modified Existing Development Approvals ..........................28

10.3 Public Park In-lieu Fees .........................................................................................28

10.4 Public Art In-lieu Fees ...........................................................................................31

10.5 Community Benefit Fees .......................................................................................31

10.6 Additional City Remedies for Non-Payment of Fees Owed by Owner .................34

10.7 Annual Development Agreement Administration Fee ..........................................34 SECTION 11 EXISTING USES; AUTOMATIC RESCISSION OF 2016 FIVE LAGUNAS ENTITLEMENTS .............................................................................34

11.1 Existing Uses .........................................................................................................34

11.2 Automatic Rescission of 2016 Five Lagunas Entitlements ...................................35 SECTION 12 FUTURE APPROVALS .........................................................................................35

12.1 Basis for Denying or Conditionally Granting Future Subsequent Development Approvals ........................................................................................35

12.2 Standard of Review of Subsequent Development Approvals ................................35 h
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12.3 City Review of Major Project Modifications .........................................................35 SECTION 13 AMENDMENT .......................................................................................................36

13.1 Initiation of Amendment ........................................................................................36

13.2 Procedure ...............................................................................................................36

13.3 Consent ..................................................................................................................36

13.4 Effect of Amendment to Development Agreement ...............................................36

13.5 Operating Memoranda ...........................................................................................36 SECTION 14 NON-CANCELLATION OF RIGHTS ..................................................................37 SECTION 15 UNDERTAKINGS AND ASSURANCES CONTEMPLATED AND PROMOTED BY DEVELOPMENT AGREEMENT STATUTE ........................37 SECTION 16 RESERVED AUTHORITY ....................................................................................37

16.1 Reservation of Authority With Respect to Subsequent Development Approvals and Major Project Modifications ..........................................................37

16.2 State and Federal Laws and Regulations ...............................................................37

16.3 Uniform Codes .......................................................................................................38

16.4 Public Health and Safety ........................................................................................38 SECTION 17 CANCELLATION ..................................................................................................38

17.1 Initiation of Cancellation .......................................................................................38

17.2 Procedure ...............................................................................................................38

17.3 Consent of Owner and City....................................................................................38

17.4 Fee Payment Obligations .......................................................................................38 SECTION 18 PERIODIC REVIEW ..............................................................................................38

18.1 Time for Review ....................................................................................................38

18.2 Owner’s Submission ..............................................................................................39

18.3 Findings..................................................................................................................39

18.4 Initiation of Review by City ..................................................................................39

18.5 Non-Compliance by Owner ...................................................................................39

18.6 Notice to Owner .....................................................................................................39

18.7 Public Hearing .......................................................................................................40

18.8 Decision .................................................................................................................40

18.9 Standard of Review ................................................................................................40

18.10 Implementation ......................................................................................................40

18.11 Schedule for Compliance .......................................................................................40 SECTION 19 DEFAULTS AND REMEDIES ..............................................................................40

19.1 Default....................................................................................................................40

19.2 Notice of Default / Cure .........................................................................................40

19.3 Remedies ................................................................................................................41 SECTION 20 [INTENTIONALLY OMITTED] ...........................................................................42 SECTION 21 ASSIGNMENT .......................................................................................................42

21.1 Right to Assign ......................................................................................................42 h
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21.2 Release upon Transfer ............................................................................................42

21.3 City’s Consent ........................................................................................................43 SECTION 22 GENERAL ..............................................................................................................43

22.1 Excusable Delay .....................................................................................................43

22.2 Construction of Development Agreement .............................................................45

22.3 Severability; Court Finding Materially Impairing Consideration; Cancellation For Protracted Litigation Delay or Significant CEQARelated Costs .........................................................................................................45

22.4 Cumulative Remedies ............................................................................................46

22.5 Indemnification ......................................................................................................46

22.6 Cooperation in the Event of Legal Challenge ........................................................47

22.7 Public Agency Coordination ..................................................................................47

22.8 Initiative Measures .................................................................................................47

22.9 Attorneys’ Fees ......................................................................................................48

22.10 No Waiver ..............................................................................................................48

22.11 Authority to Execute ..............................................................................................48

22.12 Notice. ....................................................................................................................48

22.13 Captions .................................................................................................................49

22.14 Consent ..................................................................................................................49

22.15 Further Actions and Instruments ............................................................................49

22.16 Subsequent Amendment to Authorizing Statute ....................................................49

22.17 Governing Law ......................................................................................................49

22.18 Effect on Title ........................................................................................................49

22.19 Mortgagee Protection .............................................................................................50

22.20 Notice of Default to Mortgagee, Right of Mortgagee to Cure ...............................50

22.21 Bankruptcy .............................................................................................................50

22.22 Disaffirmance .........................................................................................................50

22.23 No Third Party Beneficiaries .................................................................................51

22.24 Jurisdiction and Venue ...........................................................................................51

22.25 Project as a Private Undertaking ............................................................................51

22.26 Restrictions ............................................................................................................51

22.27 Recitals ...................................................................................................................51

22.28 Recording ...............................................................................................................52

22.29 Entire Agreement ...................................................................................................52

22.30 Successors and Assigns ..........................................................................................52

22.31 Exhibits ..................................................................................................................52

22.32 Waiver of Right to Protest .....................................................................................52 h
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DEVELOPMENT AGREEMENT

BETWEEN

THE CITY OF LAGUNA HILLS
AND

MGP FUND X LAGUNA HILLS, LLC
This Development Agreement (“Development Agreement”) is made and entered into this _____ day of ________, 2022 (“Development Agreement 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 MGP FUND X Laguna Hills, LLC, a Delaware limited liability company (“Owner”), pursuant to the authority set forth in Article 2.5 of Chapter 4 of Division I of Title 7, Sections 65864 through 65869.5 of the California Government Code (the “Development Agreement Statute”).

RECITALS
This Development Agreement is predicated upon the following facts:

A. City is authorized, pursuant to California Government Code §§65864 through 65869.5 (the “Development Agreement Statute”) and Chapter 9-84 of the Laguna Hills Municipal Code (the “Development Agreement Ordinance”) to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property in order to, among other things: encourage and provide for the development of public facilities in order to support development projects; provide certainty in the approval of development projects in order to avoid the waste of resources and the escalation in project costs and to encourage investment in and commitment to comprehensive land use planning, which will make maximum efficient utilization of resources at the least economic cost to the public; provide assurance to the applicants of development projects: (i) that they may proceed with their projects in accordance with existing policies, rules and regulations, subject to the conditions of approval of such projects and provisions of such development agreements, and (ii) encourage private participation in comprehensive planning and reduce the private and public economic costs of development.

B. These Recitals refer to and utilize certain terms which are defined in this Development Agreement. The Parties intend to refer to those definitions in conjunction with the use thereof in these Recitals.

C. Owner represents that it owns in fee the approximately 68-acre former Laguna Hills Mall site (the “Property”) located in the City of Laguna Hills, within the Specific Plan area, which is more particularly described and depicted in Exhibit A to this Development Agreement.

D. City desires that the approximately 240 acre area bounded by Paseo de Valencia on the north and west, Los Alisos Boulevard on the south, and I-5 on the east be developed in a manner consistent with the Village Commercial land use designation of the City’s General Plan, which generally envisions the development of this area as a community core in which a variety of public, regional commercial, recreational, and high density residential uses work in concert to h
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create an “urban village” with enhanced pedestrian areas conveniently linking commercial, residential, and civic areas.

E. In order to carry out the goals and policies of the General Plan for the Village Commercial area, on November 26, 2002, the Laguna Hills City Council adopted the Urban Village Specific Plan (the “Specific Plan”), establishing a land use concept, plans for additional public open space and pedestrian pathways, design guidelines, and development standards for new developments in the Specific Plan area aimed at creating an urban village identity. The allowed development intensity in the Specific Plan area is determined based upon vehicle trip generation limits, rather than land use type or size, and the Specific Plan provides for flexibility in development options and the mixture of land uses, provided established anticipated aggregate vehicle trip limits generated by new development are not exceeded. The City implements this aspect of the Specific Plan 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 Specific Plan area (the “Specific Plan Area Trip Budget Allocation”). Pursuant to the Specific Plan, applicants for new development projects are authorized to develop to the maximum intensity of their plans, otherwise consistent with the Specific Plan, upon verification that the vehicle trip generation impacts created by the new development shall not exceed the remaining Specific Plan Area Trip Budget Allocation. In July 2009, the Laguna Hills City Council adopted a comprehensive update to the City’s General Plan, which authorized increased development intensity, and a corresponding increased number of authorized aggregate additional vehicle trips to accommodate future development projects, within the Specific Plan area. In April 2011, the Laguna Hills City Council approved amendments to the Specific Plan in order to implement the General Plan update.

F. In March 2016, the 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 Property, which authorized redevelopment of the Laguna Hills Mall and the Property with a mixed-use retail and residential project, branded the Five Lagunas Project.

G. Owner now desires to modify the Five Lagunas Project and, ultimately replace it with revised land use entitlements to permit redevelopment of the Property through the demolition and removal of the former Laguna Hills Mall structure and the construction on the Property 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 branded as the Villages at Laguna Hills, all as more particularly defined herein (hereinafter collectively referred to as the “Project”).

H. The City has evaluated the Project’s environmental potential impacts and, on __________, 2022 adopted Resolution No. ___________________ making corresponding findings regarding the Project’s compliance with the California Environmental Quality Act pursuant to Public Resources Code Section 21166 and California Code of Regulations, Title 14, Sections 15162 and 15164, and adopting a Fifth Addendum to the Laguna Hills General Plan Program Environmental Impact Report for the Project.
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I. In order to implement the Project, Owner has submitted, and City has approved, Case No. USE-010-2019 for the Project, which includes the following discretionary permits: a Site Development Permit, a Precise Plan, a Master Sign Program, a Vesting Tentative Tract Map, a Parking Use Permit, a Conditional Use Permit for a hotel, and a Conditional Use Permit for a health club, along with associated conditions of approval.

J. City desires to accomplish the goals and objectives set forth in City’s General Plan and the Specific Plan and finds that the Project will accomplish said goals and objectives. The City has determined that the Project is consistent with the General Plan, the Specific Plan and the Existing Land Use Regulations, as defined below.

K. In accordance with the Specific Plan, a traffic impact analysis dated September 1, 2020 (the “Traffic Impact Analysis”) was prepared by Linscott, Law & Greenspan, Engineers, which analyzes the potential traffic impacts of the Project in comparison to the Five Lagunas Project, calculates the net change in peak hour vehicle trips that will be generated as a result of the Project, and demonstrates that there are sufficient remaining additional peak hour vehicle trips available in the current Specific Plan Area Trip Budget Allocation to accommodate the Project.

L. As consideration for the benefits gained by Owner from the vested rights acquired pursuant to the Development Agreement Statute and to conform with the requirements of the Specific Plan, City is requiring that Owner construct and install as part of Development of the Project certain public improvements and provide other public benefits.

M. In order to avoid any misunderstandings or disputes which may arise from time to time between Owner and City concerning the proposed Development of the Project and to assure each party of the intention of the other as to the processing of any land use entitlements which now or hereafter may be required for such development, the Parties believe it is desirable to set forth their intentions and understandings in this Development Agreement. In order for both City and Owner to achieve their respective objectives, it is imperative that each be as certain as possible that Owner will develop and that City will permit Owner to proceed with Development of the Project and public improvements and other public benefits as approved by City within the time periods provided in this Development Agreement, except as otherwise indicated herein.

N. The City caused public notice to be given of the City Council’s intention to consider adoption of a development agreement for the Project as required by Section 65867 of the Development Agreement Statute.

O. The City Council held public hearings on the Development Agreement as required by Section 65867 of the Development Agreement Statute.

P. The City Council hereby finds and determines that this Development Agreement:
(i) is consistent with the objectives, policies, general land uses, and programs contained City’s General Plan and Urban Village Specific Plan; (ii) is compatible with the uses authorized in the Village Commercial land use district; (iii) provides for the orderly development of the Property; and (iv) is entered into pursuant to and in compliance with the requirements of Section 65867 of the Development Agreement Statute.
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Q. In preparing and adopting the General Plan and in granting the Existing Development Approvals, City considered the health, safety and general welfare of the residents of City and prepared in this regard an extensive environmental impact report and other studies.

Without limiting the generality of the foregoing, in preparing and adopting the General Plan and in granting the Existing Development Approvals, the City Council carefully considered and determined the projected needs (taking into consideration the planned development of the Project and all other areas within the City) for water service, sewer service, storm drains, electrical facilities, traffic/circulation infrastructure, police and fire services, paramedic and similar improvements, facilities and services within the Specific Plan area, and the appropriateness of the density and intensity of the development comprising the Project and the needs of City and surrounding areas for other infrastructure.

R. On ___________, 2022, the City Council adopted the Authorizing Ordinance approving and authorizing the execution of this Development Agreement.

NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Statute, and pursuant to the Development Agreement Ordinance, and pursuant to the mutual promises and covenants herein contained, the Parties hereto agree as follows:

SECTION 1 DEFINITIONS
The following words and phrases are used as defined terms throughout this Development Agreement, and each defined term shall have the meaning set forth below.

1.1 Affordable Housing Implementation Plan. “Affordable Housing Implementation Plan” or “AHIP” means the Village at Laguna Hills Affordable Housing Implementation Plan attached as Exhibit F to this Development Agreement.

1.2 Affordable Unit(s). “Affordable Unit(s)” means a unit or units of housing that is/are located within a Residential Building and is/are affordable to Moderate Income Households or Lower Income Households, as those terms are defined herein.

1.3 Authorizing Ordinance. The “Authorizing Ordinance” means Ordinance No. ORD 2022-_ approving and authorizing this Development Agreement.

1.4 CEQA. “CEQA” means the California Environmental Quality Act, Public Resources Code Section 21000 et seq., and the regulations adopted pursuant thereto (Title 14 of the California Code of Regulations, Section 15000 et seq.), as they may be amended from time to time.

1.5 Certificate(s) of Occupancy. “Certificate(s) of Occupancy” means certificate(s) of occupancy granted by the building department of the City in accordance with the Uniform Building Code.

1.6 Commence Construction or Commenced Construction. With respect to Residential Buildings, Retail Buildings, and Office Buildings, “Commence Construction” or “Commenced Construction” means Owner has begun actual construction of vertical components of buildings.

With respect to the Village Park, “Commence Construction” or “Commenced Construction” h
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means Owner has completed precise grading of the portion of the Property designated for the Village Park and begun actual installation of the landscaping and irrigation required to be included in the Village Park pursuant to the Existing Development Approvals. Once the Owner has Commenced Construction of each of the Residential Buildings, Retail Buildings, Office Buildings, Hotel, and/or Village Park, the Owner shall Complete Construction, as hereinafter defined, with commercially reasonable diligence.

1.7 Complete Construction, Completed Construction, or Completion of Construction.

With respect to Residential Buildings, Retail Buildings, Office Buildings, and the Hotel, “Complete Construction,” “Completed Construction,” or “Completion of Construction” means that the Owner (i) has requested and is entitled to issuance of Certificates(s) of Occupancy, and (ii) has obtained written approval from the appropriate City officials for all Public Improvements required to be completed prior to issuance of the relevant Certificate(s) of Occupancy pursuant to the Existing Development Approvals. With respect to the Village Park, “Complete Construction,” “Completed Construction,” or “Completion of Construction” means that Owner has installed all landscaping, irrigation, lighting, pedestrian pathways, water features, shade structures, seating, equipment, and/or other infrastructure required to be included in the Village Park pursuant to the Existing Development Approvals.

1.8 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.

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

1.10 Community Benefit Fees. “Community Benefit Fees” shall have the meaning ascribed in Section 10.5 of this Development Agreement. Because Community Benefit Fees are an obligation arising from this Development Agreement, they are not Development Fees and subject to the Mitigation Fee Act or the Quimby Act, and City may deposit such payments into the City’s general fund and expend such funds for any lawful purpose.

1.11 Covenant Agreement. “Covenant Agreement” means the covenant agreement with the City as required by the existing Development Approvals.

1.12 Develop, Developed, or Development. “Develop,” “Developed,” or “Development” means the improvement or renovation of the Property for the purposes of completing the structures, improvements and facilities comprising the Project, including, without limitation: grading; the construction of infrastructure and public facilities related to the Project, whether located within or outside the Property; the construction of buildings, structures, and other facilities; the installation of landscaping; and the construction of other facilities and improvements necessary or appropriate for the Project. “Develop,” “Developed,” or “Development” does not mean the maintenance, repair or reconstruction of any building, structure, improvement, landscaping or facility after the Completion of Construction.

1.13 Development Agreement. “Development Agreement” means this Development Agreement and any subsequent amendments to this Development Agreement which have been h
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made in compliance with the provisions of this Development Agreement, the Development Agreement Statute, and the Development Agreement Ordinance.

1.14 Development Agreement Date. The “Development Agreement Date” means the effective date of the Authorizing Ordinance, which date is shown on page 1, paragraph 1 of this Development Agreement.

1.15 Development Agreement Ordinance. The “Development Agreement Ordinance” means Chapter 9-84 of the Laguna Hills Municipal Code.

1.16 Development Agreement Statute. The “Development Agreement Statute” means Sections 65864 through 65869.5 of the California Government Code as it exists on the Development Agreement Date.

1.17 Development Fees. “Development Fees” shall have the meaning ascribed in Section 10.1 of this Development Agreement, as specified in Exhibit B to this Development Agreement.

1.18 Development Plan. “Development Plan” means this Development Agreement, the Existing Development Approvals, and the Existing Land Use Regulations, as well as all Subsequent Development Approvals, and all Subsequent Land Use Regulations to which Owner has consented to in writing, which consent shall be in Owner’s sole and absolute discretion.

Depending on the context, “Development Plan” may also mean Development of the Project in accordance with the Development Plan.

1.19 Discretionary Action(s), Discretionary Approval(s), or Discretionary Permit(s). “Discretionary Action(s)”, “Discretionary Approval(s)”, or “Discretionary Permit(s)” means an action which requires the exercise of judgment, deliberation or discretion on the part of the City, including any board, agency, commission or department and any officer or employee thereof, in the process of approving or disapproving a particular activity, as distinguished from an activity which is defined herein as a Ministerial Action, Ministerial Approval, or Ministerial Permit.

1.20 Excusable Delay. “Excusable Delay” is defined in Section 22.1.

1.21 Excusable Delay re Hotel. “Excusable Delay re Hotel” means a delay in the construction of the Hotel which results from the failure of the market to support an Upscale hotel as demonstrated by an Updated Hotel Study. Owner shall demonstrate the existence of Excusable Delay re Hotel pursuant to those procedures described in Subsection 5.4.1(H). Notwithstanding anything herein to the contrary, “Excusable Delay,” as described in Section 22.1, is not applicable to the Development of the Hotel.

1.22 Existing Development Approvals. “Existing Development Approvals” means those certain land use entitlements associated with Case No. USE-010-2019, which were approved for the Project by the City on _________, 2022, and which include a Site Development Permit, a Precise Plan, a Master Sign Program, a Vesting Tentative Tract Map, a Parking Use Permit, a Conditional Use Permit for a Hotel, and a Conditional Use Permit for a health club, along with all conditions of approval with respect thereto. To the extent any of the land use entitlements approved for the Project are amended from time to time upon application by Owner, “Existing Development h
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Approvals” shall include such matters as so amended. If this Development Agreement is required by law to be amended in order for “Existing Development Approvals” to include any such amendments, “Existing Development Approvals” shall not include such amendments unless and until this Development Agreement is so amended.

1.23 Existing Land Use Regulations. “Existing Land Use Regulations” means all ordinances, laws, resolutions, codes, rules, regulations, moratoria, initiatives, policies, requirements, or guidelines of the City in effect on the Development Agreement Date, which govern the permitted uses of land, the density and intensity of use, and the design, improvement, construction standards and specifications applicable to the development of the Property, including, but not limited to, the General Plan, the Zoning Code, the Specific Plan, Mitigation Monitoring Program, and all other ordinances of City establishing subdivision standards, park regulations, impact or Development Fees and building and improvement standards. Existing Land Use Regulations do not include non-land use regulations, which include, without limitation, all City ordinances, resolutions, rules, regulations or official policies governing: business licenses issued by the City for the conduct of businesses, professions, and occupations; taxes and assessments; the control and abatement of nuisances; the granting of encroachment permits and the conveyance of rights and interests which provide for the use of the entry upon public property; and/or the exercise of the power of eminent domain.

1.24 Final Map(s). “Final Map(s)” refers to one or more final maps which may be filed with respect to the vesting tentative tract map approved as part of the Project Approvals, as provided in Government Code Sections 66456 et. seq.

1.25 Five Lagunas Project. “Five Lagunas Project” means development of the Property in the manner authorized by the Five Lagunas Entitlements.

1.26 Five Lagunas Entitlements. “Five Lagunas Entitlements” mean 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, and all permits and approvals implementing the foregoing granted by the City.

1.27 General Plan. “General Plan” means the General Plan of the City.

1.28 Hotel. “Hotel” means the hotel structure and related use(s) and associated parking facilities and infrastructure authorized to be Developed pursuant to the Existing Development Approvals. The quality of the Hotel shall be not less than Upscale. The approximate size and location of the Hotel is depicted on the Site Plan attached as Exhibit C to this Development Agreement as “Hotel.”

1.29 Hotel Feasibility Study. “Hotel Feasibility Study” means a study conducted by a “Qualified Hotel Consultant” determining whether or not the operation of an Upscale Hotel of approximately 100-150 rooms is supported by market data.

1.30 HVS. “HVS” means HVS Consulting & Valuation, a division of TS Worldwide, LLC.
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1.31 Initial Hotel Feasibility Study. “Initial Hotel Feasibility Study” means the study dated December 13, 2021, as supplemented by letter dated December 14, 2021, conducted by HVS evaluating the market feasibility of an Upper-Upscale hotel and Upscale hotel within the Property and determining that an Upscale select-serve hotel would be feasible and that an Upper-Upscale hotel would be infeasible.

1.32 Litigation Delay. “Litigation Delay” means any period of excusable delay described in Subsection 22.1.1(D) of this Development Agreement.

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

1.34 Major Project Modification(s). “Major Project Modification(s)” means any Discretionary Approval or Discretionary Permit requested by Owner that is approved, granted, or issued after the Development Agreement Date, which would result in the authorization for any of the following: (i) the Development of more than five (5) Residential Buildings and/or more than 1,500 residential units on the Property; (ii) the Development of fewer than four (4) Residential Buildings on the Property; (iii) the Development of fewer than 200 Affordable Units on the Property; (iv) the Development of fewer than one hundred (100) hotel rooms on the Property; (v) the Development of less than 210,000 square feet of space within Retail Buildings on the Property; (vi) the Development of more than four (4) Office Buildings and/or 465,000 square feet of space within Office Buildings on the Property; (vii) the Development of a Village Park that is less than two (2) acres in size; and/or (viii) the construction or relocation of any Residential Building, Retail Building, Office Building, or Parking Structure to a location on the Property different from that authorized by the Existing Development Approvals, provided, however, that a minor change to the orientation, location, and/or building footprint of such a structure within the boundaries of the same legal lot shall not be deemed to be a Major Project Modification. Notwithstanding anything herein to the contrary, Major Project Modifications may be granted, denied, or conditionally approved by the City acting in its sole and absolute discretion.

1.35 Milestones. “Milestones” means the outside dates by which specified obligations of Owner under this Development Agreement are required to have been performed. The Milestones are summarized in Exhibit D to this Development Agreement, with reference to the section of the Development Agreement stating each obligation. Exhibit D shall be incorporated into this Development Agreement and considered an enforceable part thereof.

1.36 Ministerial Action(s), Ministerial Approval(s), or Ministerial Permit(s). “Ministerial Action(s)”, “Ministerial Approval(s)”, and “Ministerial Permit(s)” means a permit approval or clearance in conformance with the Existing Land Use Regulations, including, without limitation, conformance maps for tentative maps, determinations of compliance with the Project conditions of approval of the Existing Development Approvals, grading plans, improvement plans, buildings plans and specifications, and ministerial issuance of one or more Final Maps, zoning clearances, grading permits, improvement permits, wall permits, building permits, demolition permits, lot line adjustments, encroachment permits, temporary use permits, and certificates of use and occupancy as necessary for completion of the Development of the Property in accordance with the Development Plan, as distinguished from an activity which is defined herein as a Discretionary Action, Discretionary Approval, or Discretionary Permit. h
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1.37 Mitigation Fee Act. “Mitigation Fee Act” shall mean California Government Code Section 66000 et. seq., as it may be amended from time to time.

1.38 Mitigation Monitoring Program. “Mitigation Monitoring Program” means those portions of the Mitigation Monitoring and Reporting Program adopted by the City Council on July 14, 2009 in conjunction with certification of the Program Environmental Impact Report prepared in connection with the 2009 Comprehensive Update of the City’s General Plan (“PEIR”) and as made applicable to the Five Lagunas Project. The Five Lagunas Project’s mitigation measures apply to the Project as indicated in the Fifth Addendum to the PEIR and Exhibit B of Resolution No. ______________ approving the Existing Development Approvals.

1.39 Moderate Income Households. “Moderate Income Households” means persons and families whose income does not exceed one hundred twenty percent (120%) of the then-current median income of the County of Orange adjusted for family size by the State Department of Housing and Community Development in accordance with adjustment factors adopted and amended from time to time by the United States Department of Housing and Urban Development pursuant to Section 8 of the United States Housing Act of 1937, as amended, and California Health and Safety Code Section 50093, as it may be amended from time-to-time.

1.40 Mortgage. “Mortgage” means a mortgage, deed of trust or sale and leaseback arrangement or other transaction in which the Property, or a portion thereof or an interest therein, is pledged as security.

1.41 Mortgagee. “Mortgagee” means the holder of the beneficial interest under a Mortgage, or the owner of the Property, or interest therein, under a Mortgage.

1.42 New Retail. “New Retail” means that portion of the minimum one hundred forty thousand (140,000) square feet of space within Retail Buildings required to be Developed in Phase One other than the existing approximately 10,125 square foot building identified on the Site Plan attached as Exhibit C as “(E) Restaurant” and the approximately 12,970 square foot building identified on the Site Plan attached as Exhibit C as “(E) Building.”

1.43 Office Buildings. “Office Buildings” means the office structures intended to house business, medical, and professional office, financial institution, and ancillary office-serving supportive retail and service uses, and associated parking facilities and infrastructure, authorized to be Developed pursuant to the Existing Development Approvals. The Office Buildings do not include the Hotel, the Retail Buildings, or the Residential Buildings. The approximate size and location of the Office Buildings are depicted on the Site Plan attached as Exhibit C to this Development Agreement as “Office.”

1.44 Owner. “Owner” is MGP FUND X Laguna Hills, LLC and any person or entity with which or into which MGP FUND X Laguna Hills, LLC may merge, and any person or entity who may acquire substantially all of the assets of MGP FUND X Laguna Hills, LLC and any person or entity who receives any of the rights or obligations under this Development Agreement in accordance with the provisions of Section 21 (Assignment) of this Development Agreement.

1.45 Parking Structure(s). “Parking Structure(s)” means the two (2) parking structures authorized to be Developed pursuant to the Existing Development Approvals. The approximate h
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size and location of the Parking Structures are depicted on the Site Plan attached as Exhibit C to this Development Agreement as “Parking Structure.”

1.46 Owner’s Public Art Obligation. “Owner’s Public Art Obligation” shall have the meaning ascribed in Section 7.4 of this Development Agreement.

1.47 Parties; Party. “Parties” means the Owner and the City. A “Party” refers to either the Owner or the City.

1.48 Phase One. “Phase One” means the Development of the portions of the Project described in Subsection 5.4.1 of this Development Agreement. Phase One generally includes, without limitation, Development of the following, including the associated demolition of existing improvements, on the Property: (i) the Village Park; (ii) at least 140,000 square feet of space within Retail Buildings, and up to 250,000 square feet of space within Retail Buildings; (iii) a Hotel, of Upscale quality, containing between 100 and 150 rooms; (iv) at least two (2), but no more than four (4), of Residential Buildings I, II, III, and/or V; (v), up to 200 Affordable Units; (vi) up to 465,000 square feet of space within up to four (4) Office Buildings and associated Parking Structures; and (vii) associated public improvements, parking facilities, streets, pedestrian pathways, and other infrastructure required to be Developed prior to Completion of Construction of the foregoing improvements pursuant to the conditions of approval of the Existing Development Approvals.

1.49 Phase Two. “Phase Two” means the Development of the portions of the Project described in Subsection 5.4.2 of this Development Agreement. Phase Two generally includes, without limitation, Development of the following, including the associated demolition of existing improvements, on the Property: (i) sufficient additional space within Retail Buildings, such that the aggregate total amount of space within Retail Buildings Developed in Phase One and Phase Two, combined, is at least 210,000 square feet, and up to the entire 250,000 square feet of space within Retail Buildings authorized by the Existing Development Approvals; (ii) each of Residential Buildings I, II, III and/or V that are not Developed as part of Phase One and, at Owner’s option, Residential Building IV; (iii) the remainder of the 200 Affordable Units that are not Developed as part of Phase One; (iv) up to the entire 465,000 square feet of space within up to four (4) Office Buildings and the associated Parking Structures authorized by the Existing Development Approvals that are not Developed as part of Phase One; and (v) associated public improvements, parking facilities, streets, pedestrian pathways, and other infrastructure required to be Developed prior to Completion of Construction of the foregoing improvements pursuant to the conditions of approval of the Existing Development Approvals.

1.50 Project. The “Project” means those certain improvements described in the Existing Development Approvals, the Subsequent Development Approvals, and any Major Project Modifications. In general, the Project consists of the Development of the Property with a multiphase, mixed-use project generally consisting of multiple family residential units, retail uses, office uses, a hotel, park and public/communal open space improvements, parking structures and lots, pedestrian pathways, private and public infrastructure improvements, and the public improvements required to be constructed pursuant to the Existing Land Use Regulations and the conditions of approval to the Existing Development Approvals. The Project generally includes modifications to the Five Lagunas Project that result in Development of the following on the Property (i) up to h
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250,000 square feet of space within Retail Buildings; (ii) up to 465,000 square feet of space within Office Buildings and associated Parking Structures; (iii) a Hotel containing between 100 to 150 rooms; (iv) up to five (5) Residential Buildings containing up to 1,500 multiple family residential units, 200 of which shall be Affordable Units; (v) the construction of park and open space improvements within the Village Park; (vi) and the construction of associated pubic improvements, parking facilities, streets, pedestrian pathways, and other infrastructure. The approximate locations and/or building envelope of the Residential Buildings, Retail Buildings, Hotel, Office Buildings, Parking Structures, Village Park, and other improvements authorized by the Existing Development Approvals are generally depicted on Exhibit C to this Development Agreement.

1.51 Project Trip Budget Allocation. “Project Trip Budget Allocation” means the total aggregate net change in AM and PM peak hour vehicle trips anticipated to be generated as a result of full development of the Project, as determined by the Traffic Impact Analysis and in accordance with Section 5.6. As set forth in the Traffic Impact Analysis, as of the Development Agreement Date, the Project is anticipated to generate 119 total additional AM peak hour vehicle trips and 910 total fewer PM peak hour vehicle trips than the Five Lagunas Project.

1.52 Property. The “Property” means the real property described and depicted in Exhibit A to this Development Agreement.

1.53 Public Art. “Public Art” has the meaning ascribed to this term in the “Public Art” provisions of Section V, at pages 39-40, of the Specific Plan. As specified in the Specific Plan, Public Art includes, but is not limited to, sculptures, paintings, graphic arts, mosaics, photographs, fountains, decorative arts, and the preservation of historical or cultural resources.

1.54 Qualified Hotel Consultant. “Qualified Hotel Consultant” means HVS or another hotel consultant, mutually agreed upon by the Parties, qualified to determine whether market conditions support the operation of an Upscale quality Hotel, as mutually agreed upon by the Parties.

1.55 Residential Building(s). “Residential Building(s)” means the five (5) multiplefamily residential structures and associated parking facilities and infrastructure authorized to be Developed pursuant to the Existing Development Approvals. For purposes of this Development Agreement, the Residential Buildings are separately identified as “Residential” or “Residential Building” I, II, III, IV, and V. The approximate locations of the Residential Buildings and the approximate number of residential units currently anticipated to be constructed within each Residential Building are depicted on the Site Plan attached as Exhibit C to this Development Agreement.

1.56 Residential Unit. “Residential Unit” means each separate rentable unit which is or will be rented for residential purposes within each Residential Building.

1.57 Retail Buildings. “Retail Buildings” means the commercial structures intended to house retail, restaurant, service, health club, theatre, and similar uses, and associated parking facilities and infrastructure, authorized to be Developed pursuant to the Existing Development Approvals. The Retail Buildings include those ground floor portions of the structures housing the Hotel and Residential Building I which contain retail or service uses that are intended to serve the h
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general public, but do not include any other portion of the Hotel, any portion of the Office Buildings, or any other portions of Residential Building I or the other Residential Buildings. The approximate size and location of the Retail Buildings are depicted on the Site Plan attached as Exhibit C to this Development Agreement as “Retail,” “Shops,” “Anchor,” “Pad,” (E) Restaurant,” and “(E) Building.”

1.58 Quimby Act. “Quimby Act” shall mean California Government Code Section 66477, as it may be amended from time to time.

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

1.60 Specific Plan. “Specific Plan” means the Urban Village Specific Plan approved by the City Council on November 26, 2002, and amended by the City Council in 2011.

1.61 Specific Plan Area Trip Budget Allocation. “Specific Plan Area Trip Budget Allocation” means the then current number of remaining AM and PM peak hour vehicle trips available to accommodate future new development in the Specific Plan area as calculated by the City in accordance with the vehicle trip budget debiting process contemplated by the General Plan and the Specific Plan.

1.62 Subsequent Development Approvals. “Subsequent Development Approvals” means all Ministerial Actions, Ministerial Approvals, Ministerial Permits, Discretionary Actions, Discretionary Approvals, and Discretionary Permits, which do not constitute Major Project Modifications, that are approved, granted, or issued for the Project after the Development Agreement Date, which are required or permitted by the Existing Land Use Regulations, or by the Subsequent Land Use Regulations to which Owner has consented in writing (which consent shall be in Owner’s sole and absolute discretion), the Existing Development Approvals, and this Development Agreement. Subsequent Development Approvals include, without limitation: (i) Final Maps; (ii) grading, building and other similar permits necessary to implement the Existing Development Approvals; (iii) design, landscaping, lighting, or similar plans expressly contemplated or required by the conditions of approval to the Existing Development Approvals; (iv) design approvals, site plans, site development permits, or similar Discretionary Approvals necessary for the Development of the Village Park, Retail Buildings, Hotel, Residential Buildings, Office Buildings, Parking Structures, and/or associated infrastructure and parking facilities in the locations authorized by the Existing Development Approvals; (v) conditional use permits; (vi) parking use permits; (vii) master sign programs; and (vii) amendments to the Existing Development Approvals that do not constitute Major Project Modifications.

1.63 Subsequent Land Use Regulations. “Subsequent Land Use Regulations” means any change in or addition to the Existing Land Use Regulations adopted or becoming effective after the Development Agreement Date, including, without limitation, any change in any applicable general or specific plan, zoning, subdivision, or building regulation, including, without limitation, any such change by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever by the City Council or any other board, agency, commission or department of City, or any officer or employee thereof, or by the h
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electorate, as the case may be, or changes in state law, which would, absent this Development Agreement, otherwise be applicable to the Project.

1.64 Term. “Term” is defined in Section 2 of this Development Agreement.

1.65 Third Party Challenge. “Third Party Challenge” shall have the meaning ascribed in Subsection 22.1.1(D) of this Development Agreement.

1.66 Traffic Impact Analysis. “Traffic Impact Analysis” means the traffic impact analysis dated September 1, 2020, prepared by Linscott, Law & Greenspan, Engineers pursuant to the Specific Plan and included as Appendix G to the Fifth Addendum, which analyzes the anticipated traffic impacts of the Project and calculates the change in AM and PM peak hour vehicle trips that will be generated by the Project in comparison to the Five Lagunas Project.

Pursuant to the Traffic Impact Analysis, the estimated total AM and PM peak hour vehicle trips that will be generated by the Project are calculated utilizing the trip generation rates set forth in the 10th Edition of Trip Generation, published by the Institute of Transportation Engineers (ITE).

1.67 Twenty Year Period. “Twenty Year Period” means the period commencing on the Development Agreement Date and terminating on end of the day of the twentieth anniversary of the Development Agreement Date.

1.68 Uniform Codes. “Uniform Codes” means codes adopted by the International Conference of Building Officials, or other similar body, as part of the then most current versions of the Uniform Building Code, Uniform Fire Code, Uniform Plumbing Code, Uniform Mechanical Code, or National Electrical Code, and also adopted by the City, if applicable City-wide.

1.69 Updated Hotel Feasibility Study. Updated Hotel Feasibility Study is defined in Section 5.4.1(H).

1.70 Upscale. “Upscale” means hotel brands classified as “Upscale,” on the chain scale hotel classification list for North America published by Smith Travel Research or another similar list mutually acceptable to the City and the Owner. By way of example only, hotel brands currently listed as “Upscale” by Smith Travel Research include, but are not limited to, Courtyard by Marriott, Residence Inn, Radisson, and Doubletree.

1.71 Upper-Upscale. Upper-Upscale means hotel brands classified as “Upper-Upscale” on the chain scale hotel classification list published by Smith Travel Research or other similar list mutually acceptable to City and Owner. By way of example, hotel brands currently listed as Upper-Upscale by Smith Travel Research include, but are not limited to Embassy Suites, Sheraton Hotel, and Westin.

1.72 Veteran(s). “Veteran(s)” means an individual(s) that is/are a United States armed forces veteran(s).

1.73 Village Park. “Village Park” means the approximately 2.6 acre private park, inclusive of communal open space improvements and related pathways, features, equipment, and infrastructure authorized and required to be Developed by the Existing Development Approvals. h
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The approximate location of the Village Park is depicted on the Site Plan attached as Exhibit C to this Development Agreement.

1.74 Zoning Code. “Zoning Code” refers to Title 9 of the Laguna Hills Municipal Code.

SECTION 2 TERM

2.1 Duration of Term. The term (“Term”) of this Development Agreement shall be that period of time during which this Development Agreement shall be in effect and bind the Parties hereto. The Term shall commence on the Development Agreement Date and shall extend for an initial period of fifteen (15) years thereafter, terminating at the end of the day on the fifteenth (15th) anniversary of the Development Agreement Date, subject to the mandatory extension provisions of Section 2.2, the termination provisions of Sections 2.3, 2.4, and 10.6, the mutual cancellation provisions of Section 17, the periodic review provisions of Section 18, the Default provisions of Section 19, and the excusable delay tolling provisions of Section 22.1, respectively, of this Development Agreement.

2.2 Extension of Term. The Term of this Development Agreement shall be automatically extended an additional five (5) years if, prior to expiration of the initial Term, as defined in Section 2.1, Owner has Completed Construction of all required portions of Phase One of the Project set forth in Subsection 5.4.1(C) of this Development Agreement and has obtained building permits for the vertical construction of the required Retail Buildings and Residential Buildings for Phase Two set forth in Subsection 5.4.2(B) of this Development Agreement, provided however, if the failure to Complete Construction of the Hotel is the only reason that would otherwise prevent the automatic extension, automatic extension shall nonetheless occur if such failure is a result of Excusable Delay re Hotel. Notwithstanding the foregoing, the Parties may mutually agree to extend the Term of the Development Agreement, regardless of whether the mandatory extension provisions of this Section 2.2 are applicable.

2.3 Termination Due to Judicial Order. Subject to Section 22.3, this Development Agreement shall terminate and be of no further force and effect upon the occurrence of the entry of a final judgment or issuance of a final order, after all appeals have been exhausted, directed to City as a result of any lawsuit filed against City to set aside, withdraw or abrogate the approval of the City Council of this Development Agreement.

2.4 Automatic Termination upon Completion of Project. If not already terminated by reason of any other provision in this Development Agreement, or for any other reason, this Development Agreement shall automatically terminate and be of no further force and effect upon Completion of Construction of the Project pursuant to the terms of this Development Agreement and any further amendments thereto and the issuance of all occupancy permits and acceptance by City of all dedications and improvements as required by the Development of the Project.

2.5 Effect of Expiration of Term Prior to Completion of Project. Except as otherwise expressly provided in Subsection 5.4.3(D) or any other provision of this Development Agreement, if not already terminated by reason of any other provision in this Development Agreement, or for any other reason, this Development Agreement and the life of all Existing Development Approvals, Subsequent Development Approvals, and Major Project Modifications shall h
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automatically terminate and be of no further force and effect upon expiration of the Term, regardless of whether the Project has been completed, and Owner’s rights to proceed with Development of the Project pursuant to this Development Agreement shall also automatically terminate and be of no further force and effect. This Section 2.5 shall not be construed to automatically terminate (i) Owner’s right, pursuant to Subsection 5.4.3(D) of this Development Agreement, to Complete Construction of structures it has Commenced Construction of prior to expiration of the Term, or (ii) Owner’s rights under applicable law to continue to use any structure or portion of the Project that Owner Completes Construction of pursuant to this Development Agreement.

SECTION 3 BINDING COVENANTS
The provisions of this Development Agreement, to the extent permitted by law, shall constitute covenants which shall run with the Property for the benefit thereof, and the benefits and burdens of this Development Agreement shall bind and inure to the benefit of the Parties and all successors in interest to the Parties hereto.

SECTION 4 EFFECT OF AGREEMENT
As a material part of the consideration of this Development Agreement, unless otherwise provided in the Existing Development Approvals or in this Development Agreement, the Parties agree that the Existing Land Use Regulations shall be applicable to Development of the Project.

In connection with all Subsequent Development Approvals that are Discretionary Actions, Discretionary Approvals, or Discretionary Permits, which City takes or has the right to take under this Development Agreement relating to the Project, including any review, approval, renewal, conditional approval or denial, City shall exercise its discretion or take action in a manner which complies and is consistent with the Existing Land Use Regulations (as same may be modified in accordance with this Development Agreement) and such other standards, terms and conditions expressly contained in this Development Agreement. City shall accept and timely process, in the normal manner for processing such matters as may then be applicable, all applications for Subsequent Development Approvals requested by Owner with respect to the Project called for or required under this Development Agreement.

SECTION 5 DEVELOPMENT OF PROJECT

5.1 Rights to Develop. Subject to and during the Term of this Development Agreement, including Section 10 (Fees), Section 12 (Future Approvals) and Section 16 (Reserved Authority), Owner shall have a vested right to Develop the Project in accordance with, and to the extent of, the Development Plan. No Subsequent Land Use Regulation shall apply to Development of the Project, or shall delay, hinder, or impede the purpose or the effect of this vested right or apply to Development of the Project, except as specifically permitted by this Development Agreement or agreed to in writing by Owner. Subject to Section 12.1, the Project shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan. Except as otherwise provided herein, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation or dedication of land for public purposes shall be those set forth in the Development Plan. Notwithstanding the foregoing, while this Development h
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Agreement is in effect, Owner waives any right Owner may have to a density bonus under Government Code Section 65915 through 65918 or the Zoning Code, as they may be amended from time to time. Densities vested hereunder include all densities available as density bonuses under the Zoning Code and Government Code Section 65915 through 65918. In addition, while this Development Agreement is in effect, Owner waives any right Owner may have to approval by the City of any Major Project Modification under California law or the Zoning Code and agrees that the City shall have sole and absolute discretion in determining whether to approve, conditionally approve, or deny any Major Project Modification requested by Owner.

5.2 Vesting of Rights of Developer. The City agrees that the right to Develop the Project consistent with the Development Plan is vested in Owner by this Development Agreement.

Owner’s right to develop the Project consistent with the Development Plan shall be vested in accordance with this Development Agreement and the Development Agreement Statute.

Notwithstanding the foregoing, Owner shall have no vested right to Develop the Project in accordance with any Major Project Modification until and unless such Major Project Modification is approved by the City, in its sole and absolute discretion, and is expressly incorporated into the Development Plan.

5.3 Effect of Development Agreement on Land Use Regulations. Except as otherwise provided in the Existing Development Approvals or under the terms of this Development Agreement, the only rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to Development of the Project, shall be those set forth in the Existing Land Use Regulations and the Subsequent Land Use Regulations to which Owner has consented in writing in Owner’s sole and absolute discretion, subject to the terms of this Development Agreement.

5.4 Timing of Development. For purposes of this Development Agreement, the components of the Project required and/or authorized to be Developed within specified time periods are described by reference to “Phase One,” “Phase Two,” and “Subsequent Phases.” Owner expressly understands and agrees that its commitment to satisfy the Milestones and to Commence and Complete Construction of the various Project components pursuant to this Section

5.4 is a material inducement to City’s approval of this Development Agreement.

5.4.1 Phase One. Except as otherwise expressly provided herein, Owner shall be subject to the following provisions pertaining to the scope and timing of Development of Phase One.
(A) First Phase One Final Map. Owner shall submit to the City 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 by no later than eighteen (18) months from the Development Agreement Date (Exhibit D, Milestone Three). (B) First Building Permit. Owner shall submit to the City a complete application for a building permit for vertical construction of at least one Phase One building on or before the earlier to occur of the following dates: (i) the date that is thirty-six (36) months from h
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the date a complete application for the first Final Map associated with Phase One is submitted by Owner to City, or (ii) the date that is fifty-four (54) months from the Development Agreement Date (Exhibit D, Milestone Five).
(C) Completion of Phase One. Except as otherwise expressly provided herein, Owner shall Complete Construction of the following components of Phase One on or before the date that is seven (7) years from the Development Agreement Date (Exhibit D, Milestone Six).
(i) The Village Park.
(ii) At least one hundred forty thousand (140,000) square feet of space within the Retail Buildings. The minimum 140,000 square feet of space within Retail Buildings required for Phase One may include the existing approximately 10,125 square foot building identified on the Site Plan attached as Exhibit C as “(E) Restaurant” and the approximately 12,970 square foot building identified on the Site Plan attached as Exhibit C as “(E) Building,” but shall not include any other vacant or occupied structures existing on the Property as of the Development Agreement Date or any space within the Office Buildings. Owner may, but shall not be required, to Develop up to the entire 250,000 square feet of space within the Retail Buildings that is authorized by the Existing Development Approvals as part of Phase One. (iii) A Hotel that is Upscale in quality and contains no less than one hundred (100) rooms. Owner’s obligation to complete the Hotel shall be subject to Subsection

5.4.1(H), below.
(iv) At least (2) of Residential Buildings I, II, III, and/or V, which shall be subject to Subsections 5.4.1 (D) and (E), below. Owner may, but shall not be required, to Develop either three (3), or all four (4), of Residential Buildings I, II, III, and/or V as part of Phase One, subject to Subsections 5.4.1 (D) and (E). (v) The Affordable Units required to be Developed within each Residential Building pursuant to the provisions of Section 7.2 (Affordable Housing) and the Affordable Housing Implementation Plan attached at Exhibit F to this Development Agreement. (vi) All public improvements, parking facilities, streets, pedestrian pathways, and other infrastructure required by the Development Plan to be Developed prior to Completion of Construction of the improvements described in Subsection 5.4.1(C)(i)-(v). (D) Assurance of Timely Development of Village Park and Retail Buildings. Owner shall not be entitled to issuance of a certificate of occupancy for more than two (2) Residential Buildings unless it has both: (i) Completed Construction of the Village Park; and (ii) Commenced Construction of Retail Buildings containing at least 140,000 square feet of space. (E) Concurrent Development of Residential Building I and Associated Retail Buildings. If Owner elects to Develop Residential Building I as part of Phase One, Owner must concurrently Develop the associated Retail Buildings that are contemplated by the Development Plan to be integrated with Residential Building I. For avoidance of doubt, these Retail Buildings are those identified on the Site Plan attached as Exhibit C as “Shops 2 + 17,500 h
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SF,” “Retail + 14,500 SF,” “Retail + 13,500 SF,” and “Retail + 12,000 SF.” Owner shall not be entitled to issuance of a Certificate of Occupancy for Residential Building I unless it has also Completed Construction of these associated Retail Buildings. (F) Development of Office Buildings. Owner may, but is not required to, Develop up to the entire 465,000 square feet of space within Office Buildings and the associated Parking Structures authorized by the Existing Development Approvals as part of Phase One.

Owner shall use commercially reasonable efforts to market development opportunities for Office Buildings in Phase One, but shall have no obligation to Commence or Complete Construction of any Office Buildings or the Parking Structures as part of Phase One. In no event shall development of Office Buildings be a prerequisite to automatic extension of the Development Agreement pursuant to Section 2.2.
(G) Concurrent Development of Phase One and Phase Two. Provided Owner has Commenced Construction of both the Village Park and Retail Buildings housing at least 140,000 square feet of space, then, except as otherwise specified herein, including, but not limited to, Subsections 5.4.2 (C) and (D), Owner may proceed to Develop any component of Phase Two, as provided in Subsection 5.4.2.
(H) Construction of Hotel. Notwithstanding anything herein to the contrary, and subject to Excusable Delay re Hotel and to the final sentence of this Subsection

5.4.1(H) (describing the City’s exclusive remedies in the event of an Owner Default under this Subsection 5.4.1(H)), Completion of Construction of the Hotel conforming to this Development Agreement shall occur prior to the earlier of (i) the seventh anniversary of the Development Agreement Date or (ii) granting of Certificates of Occupancy for the third Residential Building.

In the event that Owner seeks Certificates of Occupancy for the fourth or fifth Residential Building prior to Completion of Construction of the Hotel, City shall withhold Certificates of Occupancy for the fourth and/or fifth Residential Building, as applicable, until Completion of Construction of the Hotel, unless Owner’s obligation to Complete Construction of the Hotel is temporarily excused due to Excusable Delay re Hotel. To demonstrate Excusable Delay re Hotel, Owner must provide City with a Hotel Feasibility Study prepared by a Qualified Hotel Consultant which determines that the Hotel is not feasible as of the date for which Owner seeks a Certificate of Occupancy for the subject Residential Building (“Updated Hotel Feasibility Study”). Upon receipt of the Updated Hotel Feasibility Study, City shall engage an independent Qualified Hotel Consultant to evaluate the Updated Hotel Feasibility Study and to provide an additional opinion on feasibility. If the City’s Qualified Hotel Consultant disagrees with the conclusions of the Updated Hotel Feasibility Study and determines that the Hotel is feasible, Owner and City will seek the opinion of a third Qualified Hotel Consultant, and Owner will be entitled to claim Excusable Delay re Hotel only if at least two out of the three Qualified Hotel Consultants determine that the Hotel is infeasible. In order for Owner to be entitled to continue to claim Excusable Delay re Hotel, the process described in the previous three (3) sentences for demonstrating the existence of Excusable Delay re Hotel shall be repeated at least once every eighteen (18) months following Owner’s initial invocation of Excusable Delay re Hotel until either Completion of Construction of the Hotel or termination of the Development Agreement. Excusable Delay re Hotel shall end, and Owner’s obligation to Complete Construction of the Hotel shall recommence immediately, subject to the limitations on remedies in the final sentence of this Section 5.4.1(H), if (i) Owner fails to submit an Updated Hotel Feasibility Study within eighteen (18) months of the date of the immediately previous h
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determination that the Hotel is infeasible, (ii) an Updated Hotel Feasibility Study concludes that the Hotel is feasible, or (iii) if at least two out of the three Qualified Hotel Consultants do not determine that the Hotel is infeasible. Excusable Delay re Hotel shall not excuse Owner from its obligation to timely pay Community Benefit Fees described in Subsection 10.5.2.

Notwithstanding anything to the contrary in this Development Agreement, the City’s exclusive remedies in the event that Owner does not Complete Construction of the Hotel in a timely manner are: (i) the withholding of Certificates of Occupancy for the fourth and fifth Residential Buildings as described in this Subsection 5.4.1(H); (ii) the payment of Community Benefit Fees as described in Subsection 10.5.2; and (iii) the Five Hundred Thousand Dollar ($500,000) Community Benefit Fee to be paid to City if Owner fails to Complete Construction of the Hotel within seven (7) years of the Development Agreement Date as described in Subsection 10.5.2.

5.4.2 Phase Two. Except as otherwise expressly provided herein, Owner shall be subject to the following provisions pertaining to the scope and timing of Development of Phase Two.
(A) Commencement of Phase Two. Within five (5) years of the City’s issuance of the final Certificate of Occupancy for the Retail Buildings, Residential Buildings, and Affordable Units required to be Developed as part of Phase One pursuant to Subsection

5.4.1(C)(ii), (iv), and (v), above, Owner shall have both (i) 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 Subsection 5.4.2(B), below, shall be Developed, and (ii) obtained building permits for the vertical construction of the required Retail Buildings and Residential Buildings for Phase Two (Exhibit D, Milestone Seven). (B) Completion of Phase Two. Owner shall Complete Construction of the following components of Phase Two prior to expiration of the Term of this Development Agreement (Exhibit D, Milestones Eight and Nine).
(i) Sufficient additional Retail Buildings such that the aggregate total amount of space within Retail Buildings Developed in Phase One and Phase Two, combined, is no less than 210,000 square feet. In Owner’s discretion, Owner may Develop Retail Buildings containing in excess of 210,000 square feet of space, up to 250,000 square feet of space, as part of Phase Two.
(ii) Each of Residential Buildings I, II, III, and/or V that are not Developed as part of Phase One, subject to Subsections 5.4.2 (C) and (D), below. (iii) The Affordable Units required to be Developed within each Residential Building pursuant to the provisions of Section 7.2 (Affordable Housing) and the Affordable Housing Implementation Plan attached at Exhibit F to this Development Agreement. (iv) All public improvements, parking facilities, streets, pedestrian pathways, and other infrastructure required by the Development Plan to be Developed prior to Completion of Construction of the improvements described in Subsections 5.4.2(B)(i)- (iii).
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(C) Concurrent Development of Residential Building I and Associated Retail Buildings. If Owner elects to Develop Residential Building I as part of Phase Two, Owner must concurrently Develop the associated ground floor Retail Buildings that are contemplated by the Development Plan to be integrated with Residential Building I. For avoidance of doubt, these Retail Buildings are those identified on the Site Plan attached as Exhibit C as “Shops 2 + 17,500 SF,” “Retail + 14,500 SF,” “Retail + 13,500 SF,” and “Retail + 12,000 SF.” Owner shall not be entitled to issuance of a Certificate of Occupancy for Residential Building I unless it has also Completed Construction of these associated Retail Buildings. (D) Residential Building IV. As part of Phase Two, Owner may, but is not required to, Develop Residential Building IV. However, Owner shall not be entitled to issuance of a certificate of occupancy for Residential Building IV unless it has Completed Construction of Residential Buildings I, II, and V; provided, however, that if Owner has Commenced Construction of the Hotel, then Owner shall be entitled to a certificate of occupancy for Residential Building IV if it has Completed Construction of both Residential Buildings I and V and either of Residential Buildings II or III.
(E) Development of Office Buildings. As part of Phase Two, Owner may, but is not required to, Develop up to the entire 465,000 square feet of space within Office Buildings and the associated Parking Structures authorized by the Existing Development Approvals that are not Developed as part of Phase One. Owner shall use commercially reasonable efforts to market development opportunities for Office Buildings in Phase Two, but shall have no obligation to Commence or Complete Construction of any Office Buildings or the Parking Structures as part of Phase Two.

5.4.3 Subsequent Phases. Except as otherwise expressly provided herein, Owner shall be subject to the following provisions pertaining to the scope and timing of Development of any Residential Buildings, Retail Buildings, or Office Buildings not Developed as part of Phase One or Phase Two.
(A) Residential Building IV. If Residential Building IV is not developed as part of Phase Two, Owner may proceed to Develop Residential Building IV at any time prior to expiration of the Term, provided Owner has Completed Construction of all the required components of Phase One and Phase Two pursuant to Subsections 5.4.1(C) and 5.4.2(B) of this Development Agreement.
(B) Retail Buildings. Owner may proceed to Develop up to the entire 250,000 square feet of space within Retail Buildings authorized by the Existing Development Approvals that are not Developed as part of Phase One and/or Phase Two at any time prior to expiration of the Term.
(C) Office Buildings. Owner may proceed to Develop up to the entire 465,000 square feet of space within Office Buildings and the associated Parking Structures authorized by the Existing Development Approvals that are not Developed as part of Phase One and/or Phase Two at any time prior to expiration of the Term. h
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(D) Right to Complete Development. Owner shall have the right to Complete Construction of each Retail Building, Office Building, Parking Structure, and/or Residential Building it has Commenced Construction of prior to expiration of the Term pursuant to this Subsection 5.4.3 (Exhibit D, Milestones Eight and Nine), provided Owner continues to diligently Develop such Retail Building, Office Building, Parking Structure, or Residential Building to completion and no applicable Ministerial Approvals or Ministerial Permits for such use, structure, or building are revoked or expire.

5.4.4 Owner’s Discretion in Timing of Development. The Parties acknowledge that Owner cannot at this time predict when or the precise rate at which the Property shall be developed. Such decisions depend upon numerous factors which are not within the control of Owner, such as market orientation and demand and other similar factors. The California Supreme Court held in Pardee Construction v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a latter-enacted initiative restricting the timing of development to prevail over such parties’ agreement. It is the Parties’ intent to cure that deficiency by expressly addressing the timing of Development. Except as expressly set forth in the Development Plan, including, without limitation, this Development Agreement, regardless of any future enactment, whether by initiative or otherwise, Owner shall have the vested right to Develop the various components of the Project in such order, at such rate, and at such times as Owner deems appropriate within the exercise of its subjective business judgment.

5.4.5 Owner’s Obligation to Keep City Informed of Development Status. In addition to Owner’s obligation to submit information to the City pursuant to Section 18.2 of this Development Agreement, within thirty (30) days of receipt of written request of the City, Owner shall: (i) inform the City in writing regarding the status of, anticipated timeframe for, and actual or potential constraints to Development of the various components of the Project; (ii) inform the City in writing regarding Owner’s actual or intended efforts to market development opportunities for Office Buildings and the economic, financial, and other factors that Owner contends makes such efforts commercially reasonable; and (iii) inform the City in writing regarding Owner’s actual or intended efforts to reach an agreement with a hotel operator at fair market value for the disposition and development of the Hotel and the economic, financial, and other factors that Owner contends makes such efforts commercially reasonable; and (iv) afford the City the opportunity to provide input to the Owner regarding the foregoing.

5.5 Tentative Subdivision Map and Other Entitlement Extensions. In accordance with California Government Code Sections 65863.9 and 66452.6, the life of all tentative subdivision maps or tentative parcel maps, whether vesting or not, or any other Existing Development Approvals, Subsequent Development Approvals, or Major Project Modifications, except for grading and building permits and certificates of occupancy, which may be approved by the City in connection with Development of the Project, is hereby extended to be coterminous with the Term of this Development Agreement. The Parties also agree that up to six (6) phased Final Maps may be processed and recorded. All tentative maps prepared for the Project shall comply with the provisions of Government Code Section 66473.7 to the extent applicable hereto.

5.6 Project Trip Budget Allocation. During the Term of this Development Agreement, the City shall adjust the number of A.M. and P.M. peak hour vehicle trips in the Specific Plan Area h
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Trip Budget Allocation that are available for other future new development in the Specific Plan area in an amount equal to the Project Trip Budget Allocation. During the Term of this Development Agreement, the Project Trip Budget Allocation shall be automatically adjusted without the need to amend this Development Agreement, to account for future changes in the trip generation rates published in future editions of the ITE’s Trip Generation Manual. Prior to issuance or approval of any permits or land use entitlements for the expansion or intensification of existing uses or the construction of new development in the Specific Plan area that would necessitate adjustment to the Specific Plan Area Trip Budget Allocation, the City Manager shall review the trip generation rates published in the then latest edition of the ITE’s Trip Generation Manual and determine whether the Project Trip Budget Allocation should be automatically adjusted in accordance therewith. If the City Manager determines, in his or her reasonable discretion, that the Project Trip Budget Allocation should be automatically adjusted due to changes in the published trip generation rates, City shall make corresponding adjustments to the number of A.M. and P.M. peak hour vehicle trips in the Specific Plan Area Trip Budget Allocation available for other future new development in the Specific Plan area.

The purpose of this Section 5.6 is to ensure that sufficient peak hour vehicle trips remain in the Specific Plan Area Trip Budget Allocation during the Term of this Development Agreement to accommodate Development of the Project at the densities and intensities authorized by the Development Plan. The Parties expressly acknowledge and agree that this Section 5.6 and this Development Agreement shall not be interpreted to give Owner a vested right to a specific number of peak hour vehicle trips from the Specific Plan Area Trip Budget Allocation for the purpose of either expanding or limiting Owner’s vested rights to Develop the Project at the densities and intensities authorized by the Development Plan in the event that the published trip generation rates in the ITE Trip Generation Manual change. The Parties further expressly acknowledge and agree that no adjustment to the Project Trip Budget Allocation by the City for any reason whatsoever after the Development Agreement Date (including, but not limited to, changes to applicable ITE trip generation rates, changes to surrounding projects’ trip budget allocations, or other changed circumstances) shall operate to impede Developer’s vested right to develop the Project, including but not limited to the full range of uses and intensities specified in the Existing Development Approvals.

SECTION 6 ENFORCEMENT
Unless this Development Agreement is terminated or cancelled pursuant to the provisions of this Development Agreement, this Development Agreement or any amendment hereto, shall be enforceable by any Party hereto notwithstanding any change hereafter in any applicable general plan, specific plan, zoning ordinance, subdivision ordinance or building ordinance adopted by City which alters or amends the rules, regulations or policies of Development of the Project as provided in this Development Agreement pursuant to Section 65865.4 of the Development Agreement Statute; provided, however, that the limitations of this Section shall not apply to changes mandated by State or Federal laws or other permissible changes or new regulations as more particularly set forth in Section 16 of this Development Agreement.
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SECTION 7 PUBLIC BENEFITS

7.1 Payment of Community Benefit Fees. As material consideration for City’s entering into this Development Agreement, Owner shall pay City nonrefundable Community Benefit Fees in accordance with Section 10.5 of this Development Agreement. Because Community Benefit Fees are an obligation arising from this Development Agreement, they are not subject to the Mitigation Fee Act or the Quimby Act.

7.2 Affordable Housing. Owner recognizes City’s obligations under State law to facilitate the development of housing at various levels of affordability and the policy of the City stated in the General Plan Housing Element to coordinate with the private sector in the development of affordable housing. As material consideration for City’s entering into this Development Agreement, Owner agrees to coordinate with the City in the provision of affordable housing by complying with the terms of the Affordable Housing Implementation Plan (“AHIP”) attached as Exhibit F to this Development Agreement.

The AHIP requires that Owner Develop two hundred (200) Affordable Units at a specified ratio and unit size mix within Residential Buildings I, II, III, and V. The Affordable Housing Implementation Plan further provides that no less than one hundred (100) of these Affordable Units shall be reserved for Lower Income Households, and the balance of the Affordable Units shall be reserved for Moderate Income Households, for an affordability period of at least fifty-five (55) years. The AHIP also requires that Owner market the Affordable Units to Seniors, Veterans, and City residents and that priority for the rental or lease of the Affordable Units must be given to Seniors, Veterans (including Veterans of the City adopted 3rd Battalion, 5th Marines), and City residents.

Pursuant to the AHIP, Owner is required to enter into an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (“Regulatory Agreement”) with the City with respect to each Residential Building containing Affordable Units, in substantially the form as set forth in Attachment 1 to the AHIP, or in a similar form approved by the City Manager and City Attorney, and to record said Regulatory Agreement against the parcel on which the subject Residential Building is proposed prior to the issuance of a vertical building permit for the Residential Building. The City Manager is hereby authorized to approve and execute each such Regulatory Agreement and all amendments thereto and to establish and levy associated fees on behalf of the City, and City shall maintain authority of each Regulatory Agreement and the authority to implement each Regulatory Agreement through the City Manager, as more fully set forth in the AHIP.

Owner represents and warrants that it has not entered into any agreement that would restrict or compromise its ability to comply with the requirements and restrictions set forth in the AHIP, and Owner covenants that it shall not enter into any agreement that is inconsistent with such requirements and restrictions without the express written consent of the City. The provisions of the AHIP shall be senior, non-subordinate covenants and an encumbrance running with the land for the full Term of this Development Agreement. In no event shall the provisions of the AHIP be made junior or subordinate to any deed of trust or other documents providing financing for Development or operation of the Project, or any lien or encumbrance whatsoever for the entire Term of this Development Agreement. Nor shall the provisions of the AHIP be made junior or h
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subordinate to any extension, amendment, or modification of any lien or encumbrance recorded against the Property prior to the Development Agreement Date.

7.3 Provision of the Village Park Improvements. In accordance with the Development Plan, Owner shall Complete Construction of the Village Park in Phase One of the Project pursuant to Subsection 5.4.1 of this Development Agreement. Although the Village Park will be available for public access and will be publicly accessible, the Village Park shall be privately owned, operated, and maintained by Owner. The Covenant Agreement shall contain a provision requiring the Village Park 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 users of the Village Park, reasonable late-night and after-hours restrictions, or occasional private events which provision shall be made enforceable by the City.

7.4 Provision of Public Art and Payment of 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 this Development Agreement (“Owner’s Public Art Obligation”). Pursuant to the Specific Plan, 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 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 this 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 by Owner, 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 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 this Development Agreement.

7.5 Provision of Public Improvements. Owner shall pay for and/or construct and install, and where required, maintain, the public improvements required by the Existing Development Approvals, the Existing Land Use Regulations, this Development Agreement, and the Specific Plan to support the Project as specified in Section 8 of and Exhibit E to this Development Agreement.

7.6 Provision of Private Infrastructure Improvements On and Within the Property. To the extent required by, and in accordance with timing and phasing conditions of, the Existing Development Approvals, Subsequent Development Approvals, and Major Project Modifications (including, but not limited to the District Sequencing Plan reflected in the conditions of approval to the Existing Development Approvals), Owner shall complete construction and installation of all private infrastructure improvements on or within the Property, including, but not limited to the following: streets; sidewalks and pedestrian walkways; bicycle lanes and pathways; private bus h
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access improvements; street furniture; pet waste stations; parking improvements; lighting; landscaping; directional signage; entry monuments and features; storm drain lines; debris gates and full capture trash screens for all private catch basin inlets; low impact development, hydromodification, and other structural BMPs described in the approved Water Quality Management Plan for the Project; infrastructure improvements that create coordinated and compatible linkages between the Property and the adjacent Oakbrook Village Shopping Center, including, but not limited to, bicycle 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; and other private infrastructure improvements required by the Existing Development Approvals and/or any Subsequent Development Approvals or Major Project Modifications. Although certain private streets, sidewalks, bus stops, street furniture, pedestrian pathways, bicycle lanes and pathways, parking areas, and other developed portions of the Property will be available for public access and will be publicly accessible, all such areas of the Property shall be privately owned, operated, and maintained by Owner. The Covenant Agreement shall contain a provision expressly making the areas described in the previous sentence available for public access, subject to reasonable limitations to public access to address, among other things, public safety, the security of users of the area, reasonable late night and after-hours restrictions, or occasional private events which provision shall be expressly made enforceable by the City.

SECTION 8 PUBLIC IMPROVEMENTS AND SERVICES

8.1 Public Improvements Required to Support the Project. As material consideration for City’s entering into this Development Agreement, Owner shall pay for and/or undertake the construction and installation of, public improvements required by the Existing Development Approvals, the Existing Land Use Regulations, this Development Agreement, and the Specific Plan to support the Project as specified in Exhibit E to this Development Agreement. Exhibit E constitutes a complete list of all required public improvements for the Project, unless the Project is modified, requiring the modification of Exhibit E.

8.2 Cooperation by City and Owner for Public Improvements. The required public improvements shall be designed and constructed in phases as required to service the Project or as otherwise required by the Project conditions of approval and/or this Development Agreement.

Owner shall design and construct these public improvements in accordance with all applicable federal, state and City laws, ordinances, regulations, codes, standards, and other applicable requirements. These improvements shall be subject to City’s approval and acceptance. City shall cooperate with Owner for the purpose of coordinating all public improvements constructed under the Existing Development Approvals, Subsequent Development Approvals, Major Project Modifications, or this Development Agreement to existing or newly constructed public improvements, whether located within or outside of the Property. Owner shall be responsible for and use good faith efforts to acquire any right(s)-of-way necessary to construct the public improvements required by, or otherwise necessary to comply with the conditions of, this Development Agreement, the Existing Development Approvals, any Subsequent Development Approvals, and/or any Major Project Modifications. Should it become necessary due to Owner’s failure or inability to acquire said right(s)-of-way within four (4) months after Owner begins its efforts to so acquire said right(s)-of-way, City shall negotiate the purchase of the necessary right(s)-of-way to construct the public improvements as required by, or otherwise necessary to h
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comply with the conditions of, this Development Agreement and, if necessary in accordance with the procedures established by State law, and the limitations hereinafter set forth in this Section, City may use its powers of eminent domain to condemn said required right(s)-of-way. Owner agrees to pay for all costs associated with said acquisition and condemnation proceedings. If City cannot make the proper findings or elects not to exercise its discretion to adopt a resolution of necessity, or if for some other reason under the condemnation laws City is prevented from acquiring the necessary right(s)-of-way to enable Owner to construct the public improvements required by, or otherwise necessary to comply with the conditions of, this Development Agreement, then the Parties agree to amend this Development Agreement to modify Owner’s obligations accordingly. Any such required modification shall involve the substitution of other considerations or obligations by Owner (of similar value) as are negotiated in good faith between the Parties. Nothing contained in this Section shall be deemed to constitute a determination or resolution of necessity by City to initiate condemnation proceedings.

8.3 Timing, Phasing and Sequence of Public Improvements and Facilities. The timing, phasing and sequence of the construction of public improvements, facilities or the payment of fees therefore shall be constructed or paid in accordance with the timing, phasing and sequence set forth in the Development Plan.

8.4 Maintenance of Public Improvements. City shall not be responsible or liable for the maintenance or care of public improvements, intended to be dedicated to the City, until City approves and accepts them. City shall exercise no control over the public improvements until accepted. Any use by any person of the public improvements, or any portion thereof, shall be at the sole and exclusive risk of the Owner at all times prior to City’s acceptance of the public improvements. Owner shall maintain all the public improvements in a state of good repair until they are completed by Owner and approved and accepted by City. City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the public improvements or their condition prior to acceptance. Approval and acceptance of public improvements shall not be unreasonably withheld by the City. Notwithstanding the foregoing, to the extent the Existing Development Approvals, Subsequent Development Approvals, and Major Project Modifications require Owner to maintain public improvements after acceptance by the City, Owner shall be responsible and liable for the maintenance and care of such public improvements to the standards specified in the therein. If Owner fails to properly prosecute its maintenance obligation under this Section, City may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Owner under this Development Agreement.

8.5 Acceptance of Improvements; As-Built or Record Drawings. If the public improvements are properly completed by Owner and approved by the City Engineer, and if they comply with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements, the City shall accept the public improvements. Prior to the total or partial acceptance of the public improvements by City, Owner shall file with the Recorder’s Office of the County of Orange a notice of completion for the accepted public improvements in accordance with California Civil Code section 8182, at which time the accepted public improvements shall become the sole and exclusive property of City without payment therefore. Issuance by City of occupancy permits for any buildings or structures located on the Property shall not be construed in any manner to constitute City’s acceptance or approval of any public improvements. Notwithstanding the foregoing, City may not accept any public improvements unless and until Owner provides the h
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required sets of “as built” or record drawings or plans to the City for review and approval for all such public improvements. The drawings shall be certified and shall reflect the condition of the public improvements as constructed, with all changes incorporated therein.

SECTION 9 DEDICATIONS AND EXACTIONS

9.1 Dedications In Conjunction With Public Improvements. Right-of-way or property for required public improvements shall be irrevocably offered for dedication as required by the Existing Development Approvals, Subsequent Development Approvals, or Major Project Modifications. These dedications shall be in fee or as an easement at the discretion of City. The City may accept the Owner’s offer of dedication upon Owner’s completion and acceptance by City of the associated improvements in compliance with the specifications as approved by City.

Nothing contained in this Development Agreement, however, shall be deemed to preclude City from exercising the power of eminent domain with respect to the Property or the Project, or any part thereof.

9.2 Dedication for Enhanced Parkway Improvements Along Avenida de la Carlota.

Owner shall dedicate a landscape and/or pedestrian access easement to the City associated with the enhanced parkway improvements along Avenida de la Carlota described in Exhibit E, paragraphs 10 and 11, for any area described therein not already included within the public right of way. Such dedication shall be made by an instrument in a form acceptable to the City’s Public Services Director and City Attorney.

9.3 Dedication of Landscape Maintenance Easement for Entry Monuments. Owner shall dedicate a landscape maintenance easement to City to coincide with and matching the rear curbline of the corner entry monuments at the Property’s entrance on the southerly side of El Toro Road at Regional Center Drive. Such dedication shall be made pursuant to the applicable Final Map or by a separate dedication instrument in a form approved by the City’s Public Services Director and City Attorney, to be recorded prior to the issuance of a certificate of occupancy for any building.

9.4 Dedication of Easement for Traffic Signal Equipment. Owner shall dedicate a traffic signal maintenance easement to City to coincide with any traffic signal equipment, if any, that is installed on the Property in association with construction an installation of the traffic signal at the intersection of Avenida de la Carlotta and the extension of Health Center Drive described in paragraph 5 of Exhibit E. Such dedication shall be pursuant to a separate dedication instrument in a form approved by the City’s Public Services Director and City Attorney, to be recorded prior to completion of construction of the traffic signal.

SECTION 10 FEES

10.1 Development Fees Applicable to the Project. Subject to the provisions of this Section 10, Owner shall pay all existing impact and development fees applicable to the Project on the Development Agreement Date charged by City for the purpose of defraying all or a portion of the cost of public facilities related to development of the Project (“Development Fees”). For avoidance of doubt, Community Benefit Fees are not Development Fees and the only Development Fees that shall apply to the Project are those listed in Exhibit B to this Development Agreement. h
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The Parties acknowledge that the following fees, taxes, and charges do not constitute Development Fees and that nothing in this Development Agreement is intended or shall be construed to release Owner from the obligation to pay these fees, taxes, and charges, including increases, if and when they become due:
(a) City’s normal fees for processing, environmental assessment and review, tentative tract and parcel map review, plan checking, site review and approval, administrative review, building permit, grading permit, inspection, and similar fees imposed to recover City’s costs associated with processing, reviewing, and inspecting project applications, plans, and specifications; and
(b) The annual Development Agreement administration fee required to be paid pursuant to Section 10.7, below.
(c) Any fees and charges required to be paid by Owner pursuant to the AHIP. (d) Fees and charges levied by any other public agency, utility, district, or joint powers authority, regardless of whether City collects those fees and charges; and (e) Community facility district special taxes or special district assessments or similar assessments, business license fees, bonds or other security required for public improvements, sales taxes, property taxes, sewer lateral connection fees, water service connection fees, and new water meter fees.

10.2 Fees Applicable for Modified Existing Development Approvals. Notwithstanding Section 10.1 of this Development Agreement, if and to the extent that the Existing Development Approvals are modified or amended after the Development Agreement Date and Owner is authorized under the modified Existing Development Approvals to develop any additional density or intensity of use beyond what is allowed as of the Development Agreement Date, City shall retain the right to require Owner to pay all City fees for such additional density or intensity of use to the extent such fees would be applicable in the absence of this Development Agreement.

10.3 Public Park In-lieu Fees.

10.3.1 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.

10.3.2 Nonrefundable Guaranteed Fees. As material consideration for City’s entering into this Development Agreement, the Owner expressly agrees that, except as provided in Subsection 10.5.7 and Section 17.4 of this Development Agreement, notwithstanding any provision of Chapter 8-06 of the Laguna Hills Municipal Code, the Quimby Act, or other provisions of law, Eighteen Million One Hundred Sixty Nine Thousand Thirty Two Dollars h
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($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 guaranteed, 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 guaranteed fees at the times set forth in Subsection 10.3.3, below, and Exhibits B and D. 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), below, such portion shall constitute Community Benefit Fees when paid, subject to Subsection 10.5.4, but shall be credited against 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 this Section

10.3 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 Subsection 10.5.4 of this Development Agreement, and Owner expressly agrees that these payments shall be nonrefundable and guaranteed, and that the City may retain and expend that portion, if any, of such nonrefundable guaranteed 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, this Subsection 10.3.2 shall survive termination of this Development Agreement and remain enforceable and executory by the Parties notwithstanding termination of the remainder of this Development Agreement.

10.3.3 Timing of Payment of the 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 Subsection 10.3.2, above, 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 any Retail Buildings or any 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 Subsection 10.3.2, above, 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 h
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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 the Development Agreement Date (Exhibit D, Milestone Six). This payment shall be subject to Subsection 10.3.2, above, 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 the Development Agreement Date (Exhibit D, Milestone Six). This payment shall be subject to Subsection 10.3.2, above, 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). 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 this Subsection

10.3.3(D) have been reduced to reflect the three payments of Two Million Dollars ($2,000,000) required pursuant to Subsections 10.3.3 (A)-(C), above. (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 unit for each of the next 358 residential units2 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 Eight). This payment shall be subject to Subsection 10.3.2, above, 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.

10.3.4 The Parties expressly acknowledge and agree that the Public Park In-lieu Fee payment obligations set forth in this Section 10.3 may be assumed, in whole or in part, by a

1 This amount is calculated as follows: [($15,636 per unit X 804 units) – ($6,000,000)] / 804 units. 2 This amount applies to the 805th residential unit through the 1,162nd residential unit. h
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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 the provisions of Section 21 of this Development Agreement (Assignment).

10.4 Public Art In-lieu Fees. The Parties expressly agree that Owner’s Public Art Obligation shall be subject to the provisions set forth in Subsections 10.4.1 and 10.4.2, below.

10.4.1 Credit. The City acknowledges and agrees that Owner paid a Public Art Inlieu 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.

10.4.2 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 guaranteed 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 (Exhibit D, Milestone One). 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 Subsection 10.5.3, below, and Owner expressly agrees that this payment shall be guaranteed and 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, above, shall not be applied to reduce Owner’s obligation to pay the nonrefundable guaranteed fee required by this Subsection 10.4.2. Notwithstanding any other provision of this Development Agreement, to the extent, and for the period, necessary to implement the provisions hereof, this Subsection 10.4.2 shall survive termination of this Development Agreement and remain enforceable and executory by the Parties notwithstanding termination of the remainder of this Development Agreement.

10.5 Community Benefit Fees. In addition to Development Fees payable by Owner pursuant to the foregoing provisions of this Section 10, as material consideration for City’s entering into this Development Agreement, the Owner agrees to pay City, and in addition to the payment of Community Benefit Fees pursuant to Section 10.3, which remain Community Benefit Fees unless and until such fees are credited to Public Park In-lieu Fees nonrefundable guaranteed Community Benefit Fees in accordance with this Section 10.5 of this Development Agreement.

Because Community Benefit Fees are an obligation arising from this Development Agreement, they are not subject to the Mitigation Fee Act or the Quimby Act, and City may deposit such payments into the City’s general fund and expend such funds for any lawful purpose.

10.5.1 Guaranteed Community Benefit Fees. Owner shall pay a nonrefundable guaranteed Community Benefit Fee in the amount of Two Million Two Hundred Twenty-Seven Thousand Sixty-Six Dollars ($2,227,066) in the amounts and at the times specified below:
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(A) Owner shall pay City One Million One Hundred Thirteen Thousand Five Hundred Thirty-Three Dollars ($1,113,533) on or before the date that is ninety (90) days after the Development Agreement Date (Exhibit D, Milestone One). 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. (B) Owner shall pay City One Million One Hundred Thirteen Thousand Five Hundred Thirty-Three Dollars ($1,113,533) on or before the date that is fifteen (15) months after the Development Agreement Date (Exhibit D, Milestone Two). 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.

10.5.2 Community Benefit Fees with respect to the Hotel. In addition to any other Community Benefit Fees payable pursuant to this Section 10.5, the Owner shall pay to the City the amount of $396 each year, increased at the rate of three percent (3.0%) per year, compounded annually, commencing on the first anniversary date of the Development Agreement and annually thereafter, for each Residential Unit within a Residential Building for which a Certificate of Occupancy has been issued. Owner’s obligation to pay this additional Community Benefit Fee shall terminate upon the earliest to occur of: (i) the date that the Hotel is open for business; (ii) the end of the Twenty Year Period or (iii) Owner’s termination of this Development Agreement as a result of the Default by the City. In addition to the above, in the event the Owner has not Completed Construction of the Hotel within seven (7) years of the Development Agreement Date, and notwithstanding Excused Delay and/or Excused Delay re Hotel, the Owner shall pay the City an additional Community Benefit Fee in the amount of Five Hundred Thousand Dollars ($500,000) on or before the date that is seven (7) years after the Development Agreement Date. Owner’s obligation to make these payments by the dates set forth herein shall not be subject to extension pursuant to the provisions of Section 22.1 (Excusable Delay) or Subsection 5.4.1(H) (Construction of Hotel) of this Development Agreement.

10.5.3 Nonrefundable Public Art In-lieu Fee Advance Deemed an Additional Community Benefit Fee in Event Project Not Developed. In addition to any other Community Benefit Fees payable pursuant to the other provisions of this Section 10.5, that portion, if any, of the nonrefundable guaranteed Public Art In-lieu Fee payment advance made by Owner pursuant to Subsection 10.4.2 of this Development Agreement, which is in excess of Owner’s Public Art Obligation for the Project, or which City would otherwise be required to refund to Owner or other record owner(s) of the Property pursuant to the Specific Plan, the Mitigation Fee Act, or other law, shall be deemed a Community Benefit Fee for purposes of this Development Agreement.

Notwithstanding any provision of the Mitigation Fee Act or other law, under no circumstances shall the City be obligated to return this Public Art In-Lieu Fee Advance to the Owner or other record owner(s) of the Property.

10.5.4 Nonrefundable Guaranteed Public Park In-lieu Fee Payments Deemed Community Benefit Fees in Event Residential Units Not Timely Developed. In addition to any other Community Benefit Fees payable pursuant to the other provisions of this Section 10.5, in the event the Owner Develops no or fewer than One Thousand One Hundred Sixty-Two (1,162) residential dwelling units during the Term of this Development Agreement, that portion, if any, of the nonrefundable guaranteed Public Park In-lieu Fees paid by Owner to City pursuant to h
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Subsection 10.3.2 of this Development Agreement, which are attributable to residential units that are not actually constructed, or which City would otherwise be required to refund to Owner or the subsequent 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, shall be deemed Community Benefit Fees for purposes of this Development Agreement. Notwithstanding any provision of the Mitigation Fee Act, Quimby Act, or other law, under no circumstances shall the City be obligated to return said fees to the Owner or other record owner(s) of the Property.

10.5.5 Community Benefit Fees with respect to Retail. In addition to any other Community Benefit Fees payable pursuant to the other provisions of this Section 10.5, in the event less than sixty thousand (60,000) square feet of New Retail is leased by operating tenants by the date Owner Completes Construction of the third Residential Building, Owner shall pay City an additional Community Benefit Fee in the amount of One Hundred Twenty Dollars ($120) per year, increased at the rate of three percent (3%) per year, compounded annually, commencing on the first anniversary date of the Development Agreement Date and annually thereafter, for each Residential Unit in the fourth and fifth Residential Buildings for which Owner has received Certificates of Occupancy. For purposes of this Subsection 10.5.5, Owner’s execution of a lease with an operating tenant to fill a vacancy that arises after the Development Agreement Date and before Completion of Construction of the third Residential Building in the approximately 10,126 square foot building identified on Exhibit C as “(E) Restaurant” or the approximately 12,970 square foot building identified on Exhibit C as “(E) Building” shall count towards the calculation of the sixty thousand (60,000) square feet of New Retail leashing threshold. Owner’s obligation to pay this additional Community Benefit Fee shall commence upon issuance of a Certificate of Occupancy for the third Residential Building containing and shall terminate on the earlier to occur of the following: (i) the date that at least 60,000 square feet of New Retail becomes leased; or (ii) the later to occur of either (x) the end of the Twenty Year Period or (y) expiration of the Term of this Development Agreement.

10.5.6 Additional Community Benefit Fees. In addition to any other Community Benefit Fees payable pursuant to the other provisions of this Section 10.5, Owner shall pay City an additional Community Benefit Fee in the amount of One Hundred Twenty Dollars ($120) per year, increased at the rate of three percent (3.0%) per year, compounded annually, commencing on the first anniversary date of the Development Agreement and annually thereafter, for each Residential Unit located in a Residential Building for which Owner has received a Certificate of Occupancy. Notwithstanding any other provision of this Development Agreement, Owner’s obligation to pay the Community Benefit Fees described in this Subsection 10.5.6 shall terminate upon the expiration of this Development Agreement. Owner shall remain obligated to pay the Community Benefit Fees required in this Subsection 10.5.6 for the period of time that is equivalent to sixteen (16) years from the date of the Development Agreement Date if Owner terminates this Development Agreement for a reason other than City Default or City terminates this Development Agreement for cause under Sections 18 or 19.

10.5.7 Survival of Termination of Development Agreement. Notwithstanding any other provision of this Development Agreement to the contrary, to the extent, and for the period, necessary to implement the provisions hereof, this Section 10.5 shall survive termination of this Development Agreement pursuant to Section 2.4, Section 10.6, Section 18 and/or Section 19 of this Development Agreement and remain enforceable and executory by the Parties notwithstanding h
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termination of the remainder of this Development Agreement. Notwithstanding the previous sentence, in the event the City exercises its right to unilaterally terminate this Development Agreement pursuant to Section 10.6, Section 18 and/or Section or Section 19 of this Development Agreement before Owner has Completed Construction of the required components of Phase One pursuant to Subsection 5.4.1(C) of this Development Agreement, the City shall be deemed to have waived all rights it may otherwise have pursuant to this Development Agreement to collect from Owner that portion, if any, of the Five Million Five Hundred Ninety-Seven Thousand Six Hundred Eighty Eight Dollars ($5,597,688) in Public Park In-lieu Fees attributable to that portion of the 805th through 1,162nd residential units that Owner does not Develop, which are owed pursuant to Subsection 10.3.3(E)(ii), but which have not yet been paid, and Owner’s obligation to pay nonrefundable guaranteed Public Park In-lieu Fees pursuant to Subsections 10.3.2 and 10.5.4 of this Development Agreement that are attributable to Residential Units Owner does not Develop shall be capped at Twelve Million Five Hundred Seventy One Thousand Three Hundred Forty Four Dollars ($12,571,344) [$15,636 per unit x 804 units = $12,571,344].

10.6 Additional City Remedies for Non-Payment of Fees Owed by Owner. In the event the Owner fails to pay any Development Fees or Community Benefit Fees within the times set forth in this Section 10, in addition to all other legal remedies City may have pursuant to this Development Agreement and applicable law, City shall be entitled to withhold any further Ministerial Actions, Ministerial Approvals, and/or Ministerial Permits until all fees owed are paid in full. In addition to the rights granted City under Sections 17, 18, and 19, or any other provisions of this Development Agreement, and without complying with the provisions of Sections 17, 18, and 19, it is expressly understood and agreed by the Parties that the City Council may unilaterally terminate this Development Agreement if, following notice and a public hearing in accordance with applicable law, the City Council finds that Owner has failed to pay any overdue Development Fees or Community Benefit Fees in full within thirty (30) days of the date the City provides written notice to the Owner stating the type and amount of overdue fees owed. Notwithstanding Section

5.5 of this Development Agreement, this Development Agreement, the Existing Development Approvals, all Subsequent Development Approvals, and all Major Project Modifications shall automatically expire, terminate and be of no further force and effect upon the effective date of an ordinance adopted by the City Council terminating this Development Agreement based on such a finding pursuant to this Section.

10.7 Annual Development Agreement Administration Fee. Commencing July 1, 2022, and annually, on or before July 1st of every year thereafter through and including July 1, 2030, Owner shall pay City a fixed fee to partially offset the costs incurred by the City to administer this Development Agreement (the “DA Administration Fee”). The initial amount of the DA Administration Fee shall be Twenty Thousand Dollars ($20,000). Commencing July 1, 2022, and on each subsequent July 1st through and including July 1, 2031, the amount of the DA Administration Fee to be paid by Owner to City shall increase by three percent (3.0%).

SECTION 11 EXISTING USES; AUTOMATIC RESCISSION OF 2016 FIVE LAGUNAS

ENTITLEMENTS

11.1 Existing Uses. City and Owner agree that those existing legally established uses on the Property may be retained until the Project is implemented. h
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11.2 Automatic Rescission of 2016 Five Lagunas Entitlements. City and Owner agree that the 2016 Five Lagunas Entitlements, and all of Owner’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 Authorizing Ordinance and this Development Agreement have each taken effect and are no longer subject to referendum; (ii) the times for appeal of the City’s approval of the Existing Development Approvals and this Development Agreement have expired; (iii) all appeals, if any, by persons or entities other than Owner of the City’s approval of the Existing Development Approvals and this Development Agreement have been heard and denied; (iv) the times in which to bring a legal challenge to the City’s approval of the Existing Development Approvals and/or this Development Agreement have expired; and (v) any litigation filed attacking the City’s approval of the Existing Development Approvals, the Project, or this Development Agreement has been finally resolved such that the Existing Development Approvals remain in full force and effect and the time in which to appeal has expired.

SECTION 12 FUTURE APPROVALS

12.1 Basis for Denying or Conditionally Granting Future Subsequent Development Approvals. Before Owner can begin Development of the Project, Owner must secure additional Subsequent Development Approvals from City. The Parties agree that to the extent said Subsequent Development Approvals are Ministerial Actions, Ministerial Approvals or Ministerial Permits, City shall not, through the enactment or enforcement of any subsequent ordinances, rules, regulations, initiatives, policies, requirements, guidelines, or other constraints, withhold such approvals as a means of blocking construction or of imposing conditions on the Project which were not imposed during an earlier approval period unless City has been ordered to do so by a court of competent jurisdiction. The Parties further agree that to the extent said Subsequent Development Approvals are Discretionary Actions, Discretionary Approvals or Discretionary Permits, City shall exercise its discretion in a manner consistent with and in recognition of the Development Plan and which complies and is consistent with the Existing Land Use Regulations (as same may be modified in accordance with this Development Agreement), those Subsequent Land Use Regulations to which Owner has consented to in writing (which consent shall be in Owner’s sole and absolute discretion), and such other standards, terms and conditions expressly contained in this Development Agreement. Notwithstanding the previous two sentences, City and Owner will use reasonable efforts to ensure each other that all applications for and approvals of all required Subsequent Development Approvals necessary for Owner to develop the Project in accordance with this Development Agreement are sought and processed in a timely manner.

12.2 Standard of Review of Subsequent Development Approvals. Except as otherwise provided under the Existing Development Approvals or the terms of this Development Agreement, the rules, regulations and policies that apply to any Subsequent Development Approvals which Owner must secure prior to the Development of the Property shall be the Existing Land Use Regulations, as defined in this Development Agreement.

12.3 City Review of Major Project Modifications. The rules, regulations and policies that apply to any Major Project Modification requested by Owner shall be those rules, regulations and policies in effect on the date Owner submits a complete application for said Major Project Modification. Notwithstanding the foregoing sentence or anything herein to the contrary, Owner expressly agrees that, while this Development Agreement is in effect, City shall have sole and h
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absolute discretion whether to approve, conditionally approve, or deny any Major Project Modification requested by Owner, and Owner expressly waives any right Owner may otherwise have to approval by the City of any Major Project Modification under California law or the Zoning Code.

SECTION 13 AMENDMENT

13.1 Initiation of Amendment. Either Party may propose an amendment to this Development Agreement.

13.2 Procedure. The procedure for proposing and adopting an amendment to this Development Agreement shall be the same as the procedure required for entering into this Development Agreement in the first instance.

13.3 Consent. Except as provided elsewhere within this Development Agreement, any amendment to this Development Agreement shall require the consent of both Parties, each in their sole and absolute discretion. No amendment of this Development Agreement or any provision hereof shall be effective unless set forth in writing and signed by duly authorized representatives of each Party hereto.

13.4 Effect of Amendment to Development Agreement. The Parties agree that except as expressly set forth in any such amendment, an amendment to this Development Agreement shall not alter, affect, impair, modify, waive or otherwise impact any other rights, duties or obligations of either Party under this Development Agreement.

13.5 Operating Memoranda. The provisions of this Development Agreement require a close degree of cooperation and flexibility between the City and Owner. The Development of the Project may demonstrate that clarifications to the Development Plan or clarifications or modifications to this Development Agreement are appropriate with respect to the details of performance of the City and Owner. To the extent allowable by law, Owner shall retain a certain degree of flexibility as provided herein with respect to all matters, items and provisions covered in general under this Development Agreement. When and if the Owner finds it necessary or appropriate to make changes, adjustments or clarifications to matters, items or provisions, the Parties shall effectuate such changes, adjustments or clarifications through operating memoranda (“Operating Memoranda”) approved by the Parties in writing which reference this Section 13.5.

City agrees to promptly process Operating Memoranda when requested by Owner. Operating Memoranda are not intended to constitute either a substantive change or an amendment to this Development Agreement, but are ministerial clarification; therefore public notices and hearings shall not be required. Operating Memoranda may be used and thus deemed non-substantive and/or procedural if they do not result in, for example: i) a material changes in fees or costs; ii) an increase in density or intensity of use; iii) a change in permitted uses; iv) an increase in the maximum height and size of buildings; v) a decrease in the amount of land to be dedicated for public purposes; or vi) the reduction of improvement and construction standards and specifications for the Project.

The City Attorney shall be authorized, upon consultation with, and approval of, the Owner, to determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute either a substantive change or an h
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amendment to this Development Agreement which requires compliance with the provisions of Section 13.2 of this Development Agreement.

SECTION 14 NON-CANCELLATION OF RIGHTS
Subject to defeasance pursuant to Sections 2, 10.6, 17, 18, 19, 21 or 22 of this Development Agreement, Owner’s rights pursuant to the Existing Development Approvals shall be vested in the Property upon recordation of this Development Agreement.

SECTION 15 UNDERTAKINGS AND ASSURANCES CONTEMPLATED AND

PROMOTED BY DEVELOPMENT AGREEMENT STATUTE
The mutual undertakings and assurances described above and provided for in this Development Agreement are for the benefit of City and Owner and promote the comprehensive planning, private and public cooperation and participation in the provision of public facilities, and the effective and efficient development of infrastructure and facilities supporting development which was contemplated and promoted by the Development Agreement Statute. City agrees that it will not take any actions which are intended to circumvent this Development Agreement; provided, however, that any action of the electorate shall not be deemed an action for purposes of this Section.

SECTION 16 RESERVED AUTHORITY

16.1 Reservation of Authority With Respect to Subsequent Development Approvals and Major Project Modifications. In addition to the normal and customary discretion exercised by the City in connection with consideration of applications for land use entitlements in accordance with Section 12, Owner expressly understands and agrees that all Subsequent Development Approvals that are Discretionary Actions, Discretionary Approvals, or Discretionary Permits, and all Major Project Modifications, shall also be subject to review by the City pursuant to CEQA, including but not limited to CEQA Guidelines sections 15162-15164. Notwithstanding any other provision set forth in this Development Agreement to the contrary, City reserves the right, after the Development Agreement Date to exercise the same degree of discretion and control in its consideration of Subsequent Development Approvals and Major Project Modifications that it would have in the absence of this Development Agreement to impose conditions under CEQA, and other applicable laws and regulations that apply to all similar development throughout the City, in order to mitigate the Project’s impact on the environment. In addition, consistent with Section 5.1 of this Development Agreement, notwithstanding any provision of California law or the Zoning Code to the contrary, City reserves the right after the Development Agreement Date to exercise sole and absolute discretion and control in its consideration of any Major Project Modification requested by Owner.

16.2 State and Federal Laws and Regulations. In the event that the State or Federal laws or regulations enacted after this Development Agreement has been entered into prevent or preclude compliance with one or more provisions of the Development Agreement, such provisions of the Development Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations, provided, however, that this Development Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and h
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to the extent such laws or regulations do not render such remaining provisions impractical to enforce.

16.3 Uniform Codes. This Development Agreement shall not prevent City from applying new rules, regulations and policies contained in Uniform Codes as long as adoption of the Uniform Codes applies to all development in the City.

16.4 Public Health and Safety. This Development Agreement shall not prevent City from adopting new rules, regulations and policies, including amendments or modifications to Uniform Codes described in Section 16.3 of this Development Agreement, which directly result from findings by City that failure to adopt such rules, regulations or policies would result in a condition injurious or detrimental to the public health and safety.

SECTION 17 CANCELLATION

17.1 Initiation of Cancellation. Either Party may propose cancellation of this Development Agreement.

17.2 Procedure. The procedure for proposing a cancellation of and cancelling this Development Agreement shall be the same as the procedure required for entering into this Development Agreement in the first instance. Such procedures are set forth in Section 65868 of the California Government Code.

17.3 Consent of Owner and City. Subject to the Parties’ rights and obligations regarding cancellation set forth in Section 22.3, except as otherwise provided in Section 10.6 of this Development Agreement, any cancellation of this Development Agreement shall require the mutual written consent of Owner and City, each in their sole and absolute discretion.

17.4 Fee Payment Obligations. In the event this Development Agreement is cancelled pursuant to the provisions of this Section 17, City shall be entitled to retain and/or seek payment from Owner of all Development Fees and Community Benefit Fees due to be paid pursuant to the terms of this Development Agreement prior to the date cancellation is proposed by a Party; however, Owner shall have no obligation to pay any Development Fees or Community Benefit Fees that are subject to deferral pursuant to Section 22.1.4 as of the date of cancellation or are due to be paid pursuant to the terms of this Development Agreement after the date cancellation is proposed by a Party.

SECTION 18 PERIODIC REVIEW

18.1 Time for Review. In accordance with the procedures set forth in the Development Agreement Ordinance, City shall, at least every twelve (12) months after the Development Agreement Date, review the extent of good faith compliance by Owner with the terms and conditions of this Development Agreement. Such periodic review shall determine compliance with the terms of this Development Agreement pursuant to California Government Code Section 65865.1 and other successor laws and regulations. If City fails to review the Project and the Owner’s compliance with the material terms of this Development Agreement, Owner will be deemed to be in compliance with the provisions of this Development Agreement, and the Development Agreement will be deemed in full force and effect. The City’s failure to review the h
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Project or Owner’s compliance with the terms of the Development Agreement, or Owner’s failure to submit evidence concerning its good faith compliance with the material terms of the Development Agreement as specified in Section 18.2 of this Development Agreement, shall not constitute or be asserted by either Party as a breach of the Development Agreement by the other Party.

18.2 Owner’s Submission. Each year, not less than forty-five (45) days nor more than ninety (90) days prior to the anniversary of the Development Agreement Date, Owner shall submit evidence to the City’s Community Development Director demonstrating its good faith compliance with the terms and conditions of this Development Agreement.

18.3 Findings. Within sixty (60) days after the submission of Owner’s evidence, the City Council shall determine, on the basis of substantial evidence, whether or not Owner has, for the period under review, complied in good faith with the terms and conditions of this Development Agreement. The burden of proof on this issue shall be on the Owner. If the City Council finds that Owner has so complied, the review for that period shall be deemed concluded. If the City Council finds and determines, on the basis of substantial evidence, that Owner has not complied in good faith with the terms and conditions of this Development Agreement for the period under review, Owner shall be deemed to be in non-compliance of the Development Agreement, and City may proceed in accordance with Section 18.5.

18.4 Initiation of Review by City. In addition to the periodic review set forth in this Development Agreement, the City may at any time initiate a review of this Development Agreement upon the giving of written notice thereof to Owner. Within thirty (30) days following receipt of such notice, Owner shall submit evidence to the City’s Community Development Director of Owner’s good faith compliance with this Development Agreement and such review and determination shall proceed in the manner as otherwise provided in this Development Agreement.

18.5 Non-Compliance by Owner. If the City Council finds and determines, on the basis of substantial evidence, and subject to limitations on remedies in this Development Agreement, that Owner has not complied in good faith with the terms and conditions of this Development Agreement, City may, by written notice to Owner, specify the manner in which Owner has failed to so comply and state the steps Owner must take to bring itself into compliance. Owner shall be given at least sixty (60) days to cure such non-compliance and if the actions required to cure such non-compliance take more than sixty (60) days, then City shall give Owner additional time provided that Owner is making reasonable progress towards such end. If during the cure period, Owner fails to cure such noncompliance or is not making reasonable good faith progress towards such end, then, the City Council may, at its discretion, proceed to modify or terminate this Development Agreement or establish a time schedule for compliance in accordance with the procedures set forth in Section 18.5 or 18.11 of this Development Agreement.

18.6 Notice to Owner. City shall give notice to Owner of the City Council’s intention to proceed to modify or terminate this Development Agreement or establish a time schedule for compliance within ten (10) days of making City’s findings. h
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18.7 Public Hearing. The City Council shall set and give notice of a public hearing on modification, termination or a time schedule for compliance to be held within forty-five (45) days after the City Council gives notice to Owner.

18.8 Decision. The City Council shall announce its findings and decisions on whether this Development Agreement is to be terminated, how this Development Agreement is to be modified or the provisions of the Development Agreement with which Owner must comply and a time schedule therefore not more than ten (10) days following completion of the public hearing.

18.9 Standard of Review. Any determination by City to terminate this Development Agreement because Owner has not complied in good faith with the terms of this Development Agreement must be based upon a finding by the City Council, on the basis of substantial evidence, that Owner is in Default and has not cured that Default in the timeframe permitted by Sections 18 and 19 of this Development Agreement, as applicable.

18.10 Implementation. Modifying or terminating this Development Agreement shall be accomplished by City enacting an ordinance. The ordinance shall recite the reasons which, in the opinion of City, make the modification or termination of this Development Agreement necessary.

Not later than ten (10) days following the adoption of the ordinance, one copy thereof shall be forwarded to Owner. This Development Agreement shall be terminated or this Development Agreement as modified shall become effective on the effective date of the ordinance terminating or modifying this Development Agreement.

18.11 Schedule for Compliance. Setting a reasonable time schedule for compliance with this Development Agreement may be accomplished by City enacting a resolution. The resolution shall recite the reasons which, in the opinion of City, make it advisable to set a schedule for compliance and why the time schedule is reasonable. Not later than ten (10) days following adoption of the resolution, one copy thereof shall be forwarded to Owner. Compliance with any time schedule so established as an alternative to modification or termination shall be subject to periodic review as provided in this Development Agreement and lack of good faith compliance by Owner with the time schedule shall be basis for termination or modification of this Development Agreement.

SECTION 19 DEFAULTS AND REMEDIES

19.1 Default. In addition to the rights and remedies described in Section 18, either party may avail itself of the rights and remedies pursuant to this Section 19. Subject to Excusable Delay, Excusable Delay re Hotel, and limitations on remedies in this Development Agreement, as applicable, and compliance with the provisions of this Development Agreement, failure or delay by either party to perform any material term or provision of this Development Agreement (a “Breach”) following notice and failure to cure as described hereafter constitutes a “Default” under this Development Agreement.

19.2 Notice of Default / Cure. The non-defaulting party shall give written notice of any Breach to the party in Breach, specifying the Breach complained of by the non-defaulting party (“Notice of Default”). Delay in giving such Notice of Default shall not constitute a waiver of any Breach nor shall it change the time of Breach. Upon receipt of the Notice of Default, the party in h
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Breach shall promptly commence to cure the identified Breach at the earliest reasonable time after receipt of the Notice of Default and shall complete the cure of such Breach not later than thirty (30) days after receipt of the Notice of Default, or, if such Breach cannot reasonably be cured within such thirty (30) day period, then as soon thereafter as reasonably possible, provided that the party in Breach shall diligently pursue such cure to completion (“Cure Period”). Failure of the party in Breach to cure the Breach within the Cure Period set forth above shall constitute a Default hereunder.

Any failures or delay by either party in asserting any of its rights and remedies as to any Breach or Default shall not operate as a waiver of any Breach or Default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

19.3 Remedies. After implementation of the Project, Owner may be foreclosed from other choices it may have had to utilize the Property and provide for other benefits. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Development Agreement and will be investing even more significant time in implementing the Project in reliance upon the terms of this Development Agreement, and it is not possible to determine the sum of money which would adequately compensate Owner for such efforts. For the above reasons, City and Owner agree that damages would not be an adequate remedy if City fails to carry out its obligations under this Development Agreement. Therefore, specific performance of this Development Agreement is the only remedy which would compensate Owner if City fails to carry out its obligations under this Development Agreement, and City hereby agrees that Owner shall be entitled to specific performance in the event of a Default by City hereunder. City and Owner acknowledge that, if Owner fails to carry out its obligations under this Development Agreement, City shall have the right, subject to Excusable Delay, Excusable Delay re Hotel, limitations on remedies in this Development Agreement, and Notice of Default and Cure Period obligations of the City in this Development Agreement, to refuse to issue any permits or other approvals which Owner would otherwise have been entitled to pursuant to this Development Agreement. If City issues a permit or other approval pursuant to this Development Agreement in reliance upon a specified condition being satisfied by Owner in the future, and if Owner then fails to satisfy such condition, City shall be entitled to specific performance for the sole purpose of causing Owner to satisfy such condition. Except as expressly provided in the next sentence, City’s right to specific performance shall be limited to those circumstances set forth above, and City shall have no right to seek specific performance to cause Owner to otherwise proceed with the Development of the Project in any manner.

Notwithstanding the foregoing, in the event Owner Defaults on an obligation to pay any fee at the time required pursuant to Section 10 of this Development Agreement, City shall be entitled to pursue whatever legal or equitable remedies available to collect any such amounts due subject to Notice of Default and Cure Period provisions elsewhere in this Development Agreement. h
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SECTION 20 [INTENTIONALLY OMITTED]
SECTION 21 ASSIGNMENT

21.1 Right to Assign. Subject to Section 21.3, Owner shall have the right to sell, mortgage, hypothecate, assign or transfer this Development Agreement, and any and all of its rights, duties and obligations hereunder, to any person, partnership, joint venture, firm or corporation at any time during the Term of this Development Agreement, provided that any such sale, mortgage, hypothecation, assignment or transfer must be pursuant to a sale, assignment or other transfer of the interest of Owner in the Property, or a portion thereof. In the event of any such sale, mortgage, hypothecation, assignment or transfer, (a) Owner shall notify City of such event and the name of the transferee, together with the corresponding entitlements being transferred to such transferee, and (b) the agreement between Owner and such transferee shall provide that either Owner or the transferee or both shall be liable for the performance of all obligations of Owner pursuant to this Development Agreement, the Existing Development Approvals, the Subsequent Development Approvals, and/or any Major Project Modifications. Such transferee and/or Owner shall notify City in writing which entity shall be liable for the performance of such obligations, and upon the express written assumption of any or all of the obligations of Owner under this Development Agreement by such assignee, transferee or purchaser shall, relieve Owner of its legal duty to perform said obligations under this Development Agreement with respect to the Property or portion thereof, so transferred, except to the extent Owner is in Default under the terms of this Development Agreement and/or City’s consent to the assignment is required pursuant to Section

21.3. 21.2 Release upon Transfer. It is understood and agreed by the Parties that the Property may be subdivided following the Development Agreement Date. Subject to Section 21.3, one or more of such subdivided parcels may be sold, mortgaged, hypothecated, assigned or transferred to persons for development by them in accordance with the provisions of this Development Agreement. Effective upon such sale, mortgage, hypothecation, assignment or transfer, the obligations of Owner shall become several and not joint. Upon the sale, transfer, or assignment of Owner’s rights and interests under this Development Agreement as permitted pursuant to Section

21.1 of this Development Agreement, Owner shall be released from its obligations under this Development Agreement with respect to the Property, or portion thereof so transferred, provided that (a) Owner is not then in Default under this Development Agreement, (b) Owner has provided to City the notice of such transfer specified in Section 21.1 of this Development Agreement, and (c) the transferee executes and delivers to City a written agreement in which (i) the name and address of the transferee is set forth and (ii) the transferee expressly and unconditionally assumes all the obligations of Owner under this Development Agreement, the Existing Development Approvals, the Subsequent Development Approvals, and the Major Project Modifications with respect to the property, or portion thereof, so transferred. Non-compliance by any such transferee with the terms and conditions of this Development Agreement shall not be deemed a Default hereunder or grounds for termination hereof or constitute cause for City to initiate enforcement action against the other Party or persons then owning or holding interest in the Property or any portion thereof and not themselves in Default hereunder. The provisions of this Section shall be self-executing and shall not require the execution or recordation of any further document or instrument. Any and all successors, assigns and transferees of Owner shall have all of the same rights, benefits and obligations of Owner as used in this Development Agreement and the term h
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“Owner” as used in this Development Agreement shall refer to any such successors, assigns and transferees unless expressly provided herein to the contrary.

21.3 City’s Consent. The City’s consent shall not be required to a transfer or assignment between Owner(s). Moreover, the City’s consent to a transfer or assignment pursuant to this Section 21 shall not be required unless, at the time of the transfer or assignment, Owner is in Default under the terms of this Development Agreement. If Owner is in Default under the terms of this Development Agreement, City shall consent in writing to any transfer or assignment which provides adequate security to City, in the reasonable exercise of the City’s discretion, to guarantee the cure of the Default upon completion of the transfer or assignment.

SECTION 22 GENERAL

22.1 Excusable Delay.

22.1.1 Types of Delay. Except as otherwise expressly provided in this Development Agreement, including without limitation Excusable Delay re Hotel, and subject to Subsections 22.1.2 and 22.1.3, below, performance by either Party of its obligations under this Development Agreement shall be excused, and the Term shall be extended, for periods equal to the duration of any of the following:
(A) Economic Delay. A recession, as defined by the National Bureau of Economic Research, excluding the period from the Development Agreement Date through December 31, 2021.
(B) Force Majeure Delay. Except for the Covid-19 epidemic / pandemic existing as of the Development Agreement Date, floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party’s control (including the Party’s employment force), epidemics, pandemics, government regulations, court actions (such as restraining orders or injunctions), or other similar events beyond the Party’s control.
(C) Administrative Delay. Actions of the City or other governmental agency and beyond the control of the Owner that prevent, prohibit, or unreasonably delay the Owner’s ability to proceed with Development of the Project within the time required by this Development Agreement. Delays in processing and acting on applications for the Ministerial Actions, Ministerial Approval, Ministerial Permits, or other permits or approvals by the City or other governmental agencies that are described in Exhibit G to this Development Agreement shall be deemed to be unreasonable if they exceed the time periods set forth in Exhibit G. Delays in processing and acting on applications for the Ministerial Actions, Ministerial Approval, Ministerial Permits, or other permits or approvals by the City or other governmental agencies that are not described in Exhibit G shall be deemed to be unreasonable if they exceed the average time it normally takes the agency to process and act on similar applications by more than thirty (30) days. (D) Litigation Delay. Pendency of a lawsuit, petition for writ of mandate, or other legal challenge by a third party to this Development Agreement, any of the Existing Development Approvals, or any of the Subsequent Development Approvals (“Third Party Challenge”). For purposes of this Subsection 22.1.1(D), a Third Party Challenge shall be deemed h
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to be pending from the time it is filed until such time as (a) such Third Party Challenge has been dismissed with prejudice and any period for judicial appeal or other legal challenge in connection with the challenged approvals has expired with no such appeal or legal challenge having been filed; (b) such Third Party Challenge has been finally adjudicated to judgment upholding all challenged approvals and any period for judicial appeal or other legal challenge in connection with the challenged approvals has expires with no such appeal or legal challenge having been filed; or (c) such Third Party Challenge has been otherwise resolved through settlement, release, or similar agreement and accompanying dismissal with prejudice in a manner that allows no further appeal or legal challenge to the challenged approvals. In the event of a Third Party Challenge that results in the setting aside of any portion of this Development Agreement or one or more Existing Development Approvals necessary for Development of the Project, then excusable delay pursuant to this Subsection 22.1.1(D) shall extend until such time as Owner has proposed, and City has approved, modifications or corrective actions to reapprove the challenged Existing Development Approvals in a form that is mutually acceptable to the Parties, each in its sole and absolute discretion, and the time for administrative appeal, judicial appeal, or other legal challenge relating to such corrective actions and/or reapproval has expired with no such appeal or challenge having been filed.

22.1.2 Notice. If City or Owner seeks excuse from performance pursuant to this Section 22.1, it shall provide written notice of such delay to the other Party within thirty (30) days after the Party reasonably becomes aware of the commencement of such delay. If the delay or Default, whether material or immaterial, is beyond the control of the Party seeking excuse from performance, it shall be excused, and extension of time for such cause shall be granted in writing for the period of the Excusable Delay, or longer as may be mutually agreed upon in writing. Any disagreement between the Parties with respect to whether this Section 22.1 applies to a particular delay or Default is subject to the filing by either Party of an action for judicial review of the matter, including requests for declaratory and/or injunctive relief.

22.1.3 Certain Fee Payment Obligations Not Subject to Excusable Delay.

Notwithstanding Subsections 22.1.1 and 22.1.2, above, except as otherwise expressly provided in Subsection 22.1.4, below, Owner expressly acknowledges and agrees that it is obligated to pay the nonrefundable guaranteed Development Fees and Community Benefit Fees described in Subsections 10.3.3(A)-(E), 10.4.2, 10.5.1, and 10.5.2 of this Development Agreement, and Exhibit D, Milestones One, Two, Four, Six, and Eight, at the times specified in said provisions and Exhibit D, and that the excusable delay provisions of this Section 22.1 shall not apply to or operate to extend the time by which Owner is obligated to pay said Development Fees and Community Benefit Fees.

22.1.4 Deferral of Payment of Public Park In-lieu Fees During Pendency of Litigation Delay. Notwithstanding Subsection 22.1.3, above, subject to the provisions of this Subsection 22.1.4, Owner may defer payment of those Public Park In-lieu Fees that would otherwise be due to City pursuant to Subsections 10.3.3 (A), (B), (C), and/or (D) and Exhibit D Milestones One, Four, and/or Six during the pendency of any Litigation Delay pursuant to Subsection 22.1.1(D). Within ten (10) business days after the date the period of Litigation Delay ends, and provided that this Development Agreement is not terminated pursuant to Subsection 2.3 or cancelled pursuant to Subsections 22.3.2 or 22.3.3 hereof, Owner shall remit all deferred Public Park In-lieu Fees to City. By means of example, if the period of Litigation Delay ends on a date h
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that is one year from the Development Agreement Date (and this Development Agreement is not terminated or cancelled), Owner will remit to City the first Public Park In-lieu Fee payment of Two Million Dollars ($2,000,000) corresponding with Milestone One within ten (10) business days; however, if the Development Agreement is terminated pursuant to Subsection 2.3 or cancelled pursuant to Subsection 22.3.2 or 22.3.3 hereof, Owner shall not be required to remit said payment to the City. This Subsection 22.1.4 shall not be interpreted or construed to extend or relieve Owner of the obligation to pay Public Park In-lieu Fees due at the time of issuance of a vertical building permit for a Residential Building.

22.2 Construction of Development Agreement. The language in all parts of this Development Agreement shall in all cases, be construed as a whole and in accordance with its fair meaning. The captions of the paragraphs and subparagraphs of this Development Agreement are for convenience only and shall not be considered or referred to in resolving questions of constructions. This Development Agreement shall be governed by the laws of the State of California. The Parties understand and agree that this Development Agreement is not intended to constitute, nor shall it be construed to constitute, an impermissible attempt to contract away the legislative and governmental functions of City, and in particular, City’s police powers. In this regard, the Parties understand and agree that this Development Agreement shall not be deemed to constitute the surrender or abnegation of City’s governmental powers over the Property.

22.3 Severability; Court Finding Materially Impairing Consideration; Cancellation For Protracted Litigation Delay or Significant CEQA-Related Costs.

22.3.1 Severability. If any provision of this Development Agreement shall be adjudged to be invalid, void or unenforceable, such provision shall in no way affect, impair or invalidate any other provision hereof, unless such judgment affects a material part of this Development Agreement, and the Parties hereby agree that they would have entered into the remaining portions of this Development Agreement not adjudged to be invalid, void or illegal. In the event that all or any portion of this Development Agreement is found to be unenforceable, this Development Agreement or that portion which is found to be unenforceable shall be deemed to be a statement of intention by the Parties; and, subject to Section 17 and Subsection 22.3.2, below, the Parties further agree that in such event they shall take all steps necessary to comply with such public hearings and/or notice requirements as may be necessary in order to make valid this Development Agreement or that portion which is found to be unenforceable.

22.3.2 Court Finding Materially Impairing Consideration. Notwithstanding any other provisions of this Development Agreement, in the event (i) any material provision of this Development Agreement, any of the Existing Development Approvals approved prior to the Development Agreement Date, and/or any of the Existing Land Use Regulations are found by a court to be unenforceable, void, or voidable, (ii) such court finding materially impairs the bargained-for consideration to be received by either Party under this Development Agreement, including, but not limited to, by preventing Owner from Developing the Project in accordance with the Existing Land Use Regulations and the Existing Development Approvals approved prior to the Development Agreement Date or by reducing or eliminating any of the public benefits, fees, public improvements or services, or dedications to be received by City pursuant to this Development Agreement, and (iii) any provision found to be unenforceable, void or voidable cannot be made valid by the undertaking of additional environmental review pursuant to CEQA, the holding of h
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additional public hearings, and/or compliance with additional notice requirements, then the Parties agree that they will meet and confer in good faith to attempt to agree, each in its sole and absolute discretion, to modifications and/or other corrective actions consistent with state law; provided, however, that if the Parties are unable to agree to mutually acceptable modifications and/or corrective action within ninety (90) days of the court’s finding, then, upon the written request of either Party, Owner and City agree they shall take all steps necessary to mutually cancel this Development Agreement in accordance with the provisions of Section 17 hereof.

22.3.3 Cancellation for Protracted Third-Party Litigation or Significant CEQARelated Costs. Owner acknowledges that the pendency of any Third Party Challenge shall not give rise to an immediate right to seek cancellation of this Development Agreement. However, Owner shall have the right to initiate cancellation of this Development Agreement pursuant Section 17, and City shall take all necessary steps to mutually cancel this Development Agreement, if either of the following occur: (i) the period of Litigation Delay lasts longer than four (4) consecutive years; or (ii) Owner is required to provide additional mitigation, improvements, or services that have a cost to Owner equal to or in excess of Five Million Dollars ($5,000,000) as a result of additional environmental review pursuant to CEQA that is undertaken as a result of a successful Third Party Challenge.

22.4 Cumulative Remedies. Subject to express limitations on remedies elsewhere in this Development Agreement, including but not limited to Sections 5.4.1(H), 18.8 and 19.3, either Party may institute legal action to cure, correct or remedy any Default, to enforce any covenant or agreement herein, or to enjoin any threatened or attempted violation, including suits for declaratory relief, specific performance, relief in the nature of mandamus and actions for damages. All of the remedies described above shall be cumulative and not exclusive of one another, and the exercise of anyone or more of the remedies shall not constitute a waiver or election with respect to any other available remedy.

22.5 Indemnification. Owner agrees to, and shall, to the fullest extent permitted by law, defend (with legal counsel approved or selected by City and at Owner’s sole cost and expense), indemnify and hold City and City’s elective and appointive councils, boards, commissions, officers, officials, agents, representatives and employees harmless from any liability for damages or claims for damage for personal injury, including death, and from claims for property damage which may arise from the construction activities of Owner or Owner’s contractors, subcontractors, agents, or employees which relate to the Project whether such activities be by Owner, or by any of Owner’s contractors, subcontractors, or by anyone or more persons directly or indirectly employed by, or acting as agent for Owner or any of Owner’s contractors or subcontractors. Additionally, Owner agrees to, and shall, to the fullest extent permitted by law, defend (with legal counsel approved or selected by City and at Owner’s sole cost and expense), indemnify, and hold harmless City and City’s elective and appointive councils, boards, commissions, officers, officials, agents, representatives and employees from and against each and every claim, action, proceeding, cost, fee, legal cost, damage, award or liability of any nature whatsoever arising out of City’s approval of or its performance under this Development Agreement and/or the Existing Development Approvals, Subsequent Development Approvals and/or Major Project Modifications. City may in its discretion participate in the defense of any such legal action. The provisions of this Subsection shall not be binding on Owner to the extent the liability arises out of the gross negligence or willful misconduct of City, or its elective and appointive councils, boards, commissions, officers, h
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officials, agents, representatives or employees. Owner’s indemnity obligations set forth in this Development Agreement shall survive termination of this Development Agreement.

22.6 Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Development Agreement and/or the Existing Development Approvals, Subsequent Development Approvals, or Major Project Modifications, the Parties hereby agree to cooperate fully with each other in defending said action and the validity of each provision of this Development Agreement; however, it is expressly understood and agreed to by Owner that Owner shall be solely liable for all legal expenses and costs incurred in defending any such action. The Parties mutually agree that staff time spent by City employees in relation to any such action does not constitute legal expenses or costs payable by Owner. City shall have the right to approve or select legal counsel to defend against any such legal action. Owner shall pay any attorneys’ fees awarded against City or Owner, or both, resulting from any such legal action. Owner shall be entitled to any award of attorneys’ fees arising out of any such legal action.

22.7 Public Agency Coordination. City and Owner shall cooperate and use reasonable efforts in coordinating the implementation of the Existing Development Approvals, Subsequent Development Approvals, and/or Major Project Modifications with other public agencies, if any, having jurisdiction over the Property or the Project.

22.8 Initiative Measures. Both City and Owner intend that this Development Agreement is a legally binding contract which will supersede any initiative, measure, moratorium, referendum, statute, ordinance or other limitation (whether relating to the rate, timing or sequencing of the Development or construction of all or any part of the Project and whether enacted by initiative or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other entitlements to use approved, issued or granted within City, or portions of City, and which Agreement shall apply to the Project to the extent such initiative, measure, moratorium, referendum, statute, ordinance or other limitation is inconsistent or in conflict with this Development Agreement. Should an initiative, measure, moratorium, referendum, statute, ordinance, or other limitation be enacted by the citizens of City which would preclude construction of all or any part of the Project, and to the extent such initiative, measure, moratorium, referendum, statute, ordinance or other limitation be determined by a court of competent jurisdiction to invalidate or prevail over all or any part of this Development Agreement, Owner shall have no recourse against City pursuant to the Development Agreement, but shall retain all other rights, claims and causes of action under this Development Agreement not so invalidated and any and all other rights, claims and causes of action at law or in equity which Owner may have independent of this Development Agreement with respect to the Project. The foregoing shall not be deemed to limit Owner’s right to appeal any such determination that such initiative, measure, referendum, statute, ordinance or other limitation invalidates or prevails over all or any part of this Development Agreement. City agrees to cooperate with Owner in all reasonable manners in order to keep this Development Agreement in full force and effect, provided Owner shall reimburse City for its out-of-pocket expenses incurred directly in connection with such cooperation and City shall not be obligated to institute a lawsuit or other court proceedings in this connection.
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22.9 Attorneys’ Fees. In the event of any dispute between the Parties involving the covenants or conditions contained in this Development Agreement, the prevailing party shall be entitled to recover reasonable expenses, attorneys’ fees and costs.

22.10 No Waiver. No delay or omission by either Party in exercising any right or power accruing upon non-compliance or failure to perform by the other Party under any of the provisions of this Development Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either Party of any of the covenants or conditions to be performed by the other Party shall not be construed as a waiver of any succeeding breach of nonperformance of the same or other covenants and conditions hereof.

22.11 Authority to Execute. The person executing this Development Agreement on behalf of Owner represents and warrants that he/she has the authority to execute this Development Agreement on behalf of his/her partnership and represents and warrants that he/she has the authority to bind Owner to the performance of Owner’s obligations hereunder.

22.12 Notice.

22.12.1 To Owner. Any notice required or permitted to be given by City to Owner under or pursuant to this Development Agreement shall be deemed sufficiently given if in writing and delivered personally to an officer of Owner or mailed with postage thereon fully prepaid, registered or certified mail, return receipt requested, addressed; to Owner as follows:

MGP Fund X Laguna Hills, LLC
4365 Executive Drive, Suite 1400
San Diego, California 92121
Attn: Scott McPherson, Managing Partner
With copies to: Perkins Coie LLP
505 Howard Street Suite 1000
San Francisco, CA 94105
Attn: Matthew Gray
or such changed address as Owner shall designate in writing to City.

22.12.2 To City. Any notice required or permitted to be given to City under or pursuant to this Development Agreement shall be made and given in writing, if by mail addressed to:

City Manager
City of Laguna Hills
24035 El Toro Road
Laguna Hills, California 92653
With copies to: Gregory E. Simonian
City Attorney - City of Laguna Hills
Woodruff, Spradlin & Smart
555 Anton Boulevard, Suite 1200
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Costa Mesa, California 92626
or such changed address as City shall designate in writing to Owner. Alternatively, notices to City may also be personally delivered to the City Clerk, at the Laguna Hills City Hall, 24035 El Toro Road, Laguna Hills, California 92653, together with copies marked for the City Manager and the City Attorney or, if so addressed and mailed, with postage thereon fully prepaid, registered or certified mail, return receipt requested, to the City Council in care of the City Clerk at the above address with copies likewise so mailed to the City Manager and the City Attorney, respectively and also in care of the City Clerk at the same address. The provisions of this Section shall be deemed permissive only and shall not detract from the validity of any notice given in a manner which would be legally effective in the absence of this Section.

22.13 Captions. The captions of the paragraphs and subparagraphs of this Development Agreement are for convenience and reference only and shall in no way define, explain, modify, construe, limit, amplify or aid in the interpretation, construction or meaning of any of the provisions of this Development Agreement.

22.14 Consent. Except as otherwise provided herein, any consent required by the Parties in carrying out the terms of this Development Agreement shall not unreasonably be withheld.

22.15 Further Actions and Instruments. Each of the Parties shall cooperate with and reasonably provide to the other to the extent contemplated hereunder in the performance of all obligations under this Development Agreement and the satisfaction of the conditions of this Development Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Development Agreement to carry out the intent and to fulfill the provisions of this Development Agreement or to evidence or consummate the transactions contemplated by this Development Agreement.

22.16 Subsequent Amendment to Authorizing Statute. This Development Agreement has been entered into in reliance upon the provisions of the Development Agreement Statute in effect as of the Development Agreement Date. Accordingly, to the extent that subsequent amendments to the Development Agreement Statute would affect the provisions of this Development Agreement, such amendments shall not be applicable to this Development Agreement unless necessary for this Development Agreement to be enforceable or unless this Development Agreement is modified pursuant to the provisions set forth in this Development Agreement and California Government Code Section 65868 as in effect on the Development Agreement Date.

22.17 Governing Law. This Development Agreement, including, without limitation, its existence, validity, construction and operation, and the rights of each of the Parties shall be determined in accordance with the laws of the State of California.

22.18 Effect on Title. Owner and City agree that this Development Agreement shall not continue as an encumbrance against any portion of the Property as to which this Development Agreement has terminated.
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22.19 Mortgagee Protection. Entering into or a breach of this Development Agreement shall not defeat, render invalid, diminish, or impair the lien of Mortgagees having a mortgage on any portion of the Property made in good faith and for value, unless otherwise required by law.

No Mortgagee shall have an obligation or duty under this Development Agreement to perform Owner’s obligations, or to guarantee such performance prior to any foreclosure or deed in lieu thereof.

22.20 Notice of Default to Mortgagee, Right of Mortgagee to Cure. If the City Clerk timely receives notice from a Mortgagee requesting a copy of any Notice of Default given to Owner under the terms of this Development Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the Notice of Default to Owner. The Mortgagee shall have the right, but not the obligation, for a period up to sixty (60) days after the receipt of such notice from City to cure or remedy, or to commence to cure or remedy the Default unless a further extension of time to cure is granted in writing by City. If the Default is of a nature which can only be remedied or cured by such Mortgagee upon obtaining possession, such Mortgagee shall seek to obtain possession with diligence and continually through foreclosure, a receiver or otherwise, and shall thereafter remedy or cure the Default or noncompliance within thirty (30) days after obtaining possession. If any such Default or noncompliance cannot, with diligence, be remedied or cured within such thirty (30) day period, then such Mortgagee shall have such additional time as may be reasonably necessary to remedy or cure such Default or non-compliance if such Mortgagee commences cure during such thirty (30) day period, and thereafter diligently pursues and completes such cure.

22.21 Bankruptcy. Notwithstanding the foregoing provisions of Section 22.20 of this Development Agreement, if any Mortgagee is prohibited from commencing or pursuing and prosecuting foreclosure or other appropriate proceedings in the nature thereof by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving City, the times specified in this Section for commencing or prosecuting foreclosure or other proceedings shall be extended for the period of the prohibition.

22.22 Disaffirmance.

22.22.1 New Development Agreement upon Most Senior Mortgagee’s Request. City agrees that in the event of termination of this Development Agreement by reason of any Default by City, or by reason of the disaffirmance hereof by a receiver, liquidator or trustee for Owner or its property, City, if requested by any Mortgagee, shall enter into a new Development Agreement for the Project with the most senior Mortgagee requesting such new agreement, for the remainder of the Term, effective as of the date of such termination, upon the terms, provisions, covenants and agreements as herein contained to the extent and subject to the law then in effect, and subject to the rights, if any, of any parties then in possession of any part of the Property, provided:
(a) The Mortgagee shall make written request upon City for the new Development Agreement for the Project within thirty (30) days after the date of termination; h
Packet Pg. 182 Attachment: Attachment h - Ordinance Approving and Adopting the Development Agreement (2767 : Village at Laguna Hills Continued Public

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Packet Pg. 305 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village 51 155788992.14
(b) The Mortgagee shall pay to City at the time of the execution and delivery of the new Development Agreement for the Project expenses, including reasonable attorneys’ fees, to which City shall have been subjected by reason of Owner’s Default; and (c) The Mortgagee shall perform and observe all covenants herein contained on Owner’s part to be performed, and shall further remedy any other conditions which Owner under the terminated agreement was obligated to perform under its terms, to the extent the same are curable or may be performed by the Mortgagee.

22.22.2 New Development Agreement Not Required. Nothing herein contained shall require any Mortgagee to enter into a new Development Agreement pursuant to Subsection 22.22.1 of this Development Agreement, nor to cure any Default of Owner referred to above.

22.23 No Third Party Beneficiaries. This Development Agreement and all provisions hereof is made and entered into for the sole protection and benefit of City, Owner and their successors and assigns. No other person shall have right of action based upon any provision in this Development Agreement.

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

22.25 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that 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 Development Agreement. No partnership, joint venture or other association of any kind is formed by this Development Agreement. The only relationship between City and Owner is that of a government entity regulating the development of private property and the owner of such private property. The Parties mutually acknowledge and agree that this Development Agreement does not confer upon or entitle Owner to any subsidy or reduction in fees from City pertaining to Owner’s Development of the Project or the Parties’ rights and obligations hereunder.

22.26 Restrictions. Owner shall place in any agreements to sell or convey any interest in the Property or any portion thereof, provisions making the terms of this Development Agreement binding on any successors in interest of Owner and express provision for Owner or City, acting separately or jointly, to enforce the provisions of this Development Agreement and to recover attorneys’ fees and costs for such enforcement.

22.27 Recitals. The recitals in this Development Agreement constitute part of this Development Agreement and each Party shall be entitled to rely on the truth and accuracy of each recital as an inducement to enter into this Development Agreement. h
Packet Pg. 183 Attachment: Attachment h - Ordinance Approving and Adopting the Development Agreement (2767 : Village at Laguna Hills Continued Public

4.5.b
Packet Pg. 306 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village 52 155788992.14

22.28 Recording. The City Clerk shall cause a copy of this Development Agreement to be executed by City and recorded in the Official Records of Orange County no later than ten (10) days after the Development Agreement Date.

22.29 Entire Agreement. This Development Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Development Agreement, and this Development Agreement supersedes all previous negotiations, discussions and agreements between the Parties, and no parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms hereof.

22.30 Successors and Assigns. The burdens of the Development Agreement shall be binding upon, and the benefits of the Development Agreement inure to all successors in interest and assigns of the Parties to the Development Agreement.

22.31 Exhibits. All exhibits, including attachments thereto, are incorporated in this Development Agreement in their entirety by this reference and shall be enforceable by the Parties, except as otherwise expressly provided in this Development Agreement.

22.32 Waiver of Right to Protest. Execution of this Development Agreement is made by Owner without protest. Owner knowingly and willingly waives any rights it may have under Government Code Section 66020 or any other provision of law to protest the imposition of any fees, dedications, reservations, or other exactions which are specifically imposed on the Project by this Development Agreement.
[Signatures appear on the following page]
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Packet Pg. 307 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village 53 155788992.14
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:

KENNETH H. ROSENFIELD,
Interim City Manager
“OWNER”
MGP FUND X LAGUNA HILLS, LLC, a
Delaware limited liability company
By:

Name:_________________________
Title:__________________________
By:

Name:_________________________
Title:__________________________
ATTEST:

MELISSA AU-YEUNG,
City Clerk

APPROVED AS TO FORM:

STRADLING YOCCA CARLSON &
RAUTH,
Thomas P. Clark Jr.

All signatures to be acknowledged by a Public Notary
h
Packet Pg. 185 Attachment: Attachment h - Ordinance Approving and Adopting the Development Agreement (2767 : Village at Laguna Hills Continued Public

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Packet Pg. 308 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village 155788992.14
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)

h
Packet Pg. 186 Attachment: Attachment h - Ordinance Approving and Adopting the Development Agreement (2767 : Village at Laguna Hills Continued Public

4.5.b
Packet Pg. 309 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village 155788992.14
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)

h
Packet Pg. 187 Attachment: Attachment h - Ordinance Approving and Adopting the Development Agreement (2767 : Village at Laguna Hills Continued Public

4.5.b
Packet Pg. 310 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village 155788992.14
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)
h
Packet Pg. 188 Attachment: Attachment h - Ordinance Approving and Adopting the Development Agreement (2767 : Village at Laguna Hills Continued Public

4.5.b
Packet Pg. 311 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village Exhibit A
-1
1569768.1

EXHIBIT A

PROPERTY DESCRIPTION AND DEPICTION
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Packet Pg. 189 Attachment: Attachment h - Ordinance Approving and Adopting the Development Agreement (2767 : Village at Laguna Hills Continued Public

4.5.b
Packet Pg. 312 Attachment: March 8, 2022 - Introduction of Ordinance Staff Report and Attachments (2775 : Second Reading & Adoption of Ordinance - Village