HomeMy WebLinkAboutORD 07-16 Santiago Hills II Development Agreement Irvine Codro
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And Per Street and Highway Code 8325
Recording requested by and when recorded return to
City Clerk
City of Orange
300 East Chapman Avenue
Orange, CA 92866
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk- Recorder
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SPACE ABOVE FOR RECORDER'S USE)
ORDINANCE NO. 07-16
AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF ORANGE APPROVING
THE AMENDED AND RESTATED
DEVELOPMENT AGREEMENT FOR THE
SANTIAGO HILLS II DEVELOPMENT
PROJECT.
DEVELOPMENT AGREEMENT NO. 0003-16
APPLICANT: THE IRVINE COMPANY.
NT
ORDINANCE NO. 07-16
AN ORDINANCE OF THE CITY COUNCIL OF
THE CITY OF ORANGE APPROVING THE
AMENDED AND RESTATED DEVELOPMENT
AGREEMENT FOR THE SANTIAGO HILLS II
DEVELOPMENT PROJECT
DEVELOPMENT AGREEMENT NO. 0003-16
APPLICANT: THE IRVINE COMPANY
WHEREAS, on November 8, 2005, the Orange City Council certified Supplemental
Environmental Impact Report (SEIR) 1278 /Environmental Impact Report (EIR) 1716 (SCH#
1988110905) in accordance with the requirements of the California Environmental Quality Act
CEQA) and approved the Santiago Hills II/ East Orange (SHII /EO) Project (hereafter, "2005
Approved Project "); and
WHEREAS, the 2005 Approved Project allowed for the development of Santiago Hills II
SHII), generally located east of Jamboree Road, west of SR 241/261, south of Irvine Regional
Park; and north of the Orange City limit and East Orange (EO) Areas 1 and 2, generally located
east of SR 241/261 to Irvine Lake; and
WHEREAS, the Applicant decided not to move forward with the 2005 Approved Project
at that time; and
WHEREAS, in 2014 the Applicant dedicated significant portions of the previously -
approved SHII area and the EO project area in its entirety to the County of Orange as permanent
open space; and
WHEREAS, on December 1, 2015 the Applicant filed an application with the City to
modify the 2005 Approved Project; and
WHEREAS, the proposal to modify the 2005 Approved Project focuses exclusively on
SHII and significantly reduces the development acreage and number of allowed units from 1,746
units on 496 acres to 1,180 units on 396 acres (hereafter, "Modified Project "); and
WHEREAS, the Applicant has submitted appropriate applications, including Amended
and Restated Development Agreement No. 0003 -16 to amend the previously- approved
Development Agreement; and
WHEREAS, pursuant to CEQA Guidelines Section 15162, once an EIR is certified, no
additional documentation is required unless changes in the project, circumstances, or new
information occur and result in new significant impacts, a substantial increase in the severity of
impacts, or new mitigation measures when compared to the information contained in the
previously- approved EIR. If these conditions occur, a subsequent EIR or other appropriate
environmental document is required; and
WHEREAS, an Addendum is appropriate under CEQA when new information,
circumstances or changes to the project have occurred necessitating revisions to the previously -
approved EIR, but these changes do not result in new significant impacts or the need for new
mitigation measures; and
WHEREAS, the City evaluated the impacts of the Modified Project as compared to the
2005 Approved Project and found that although changes in the project have occurred, these
changes result in similar impacts or less severe impacts compared to the 2005 Approved Project;
and
WHEREAS, because the Modified Project does not cause new significant impacts or the
need for new or modified mitigation measures, the City has determined that an Addendum is
appropriate under CEQA; and
WHEREAS, the City has prepared an Addendum in conformance with the requirements
of CEQA; and
WHEREAS, an Addendum is not required to be circulated for public review, but rather
is provided to the decision - making body to review and consider prior to making a decision on the
Project; and
WHEREAS, the Planning Commission conducted a duly advertised public hearing on
June 6, 2016, at which time interested persons had an opportunity to testify either in support of or
opposition to the Project. The Planning Commission reviewed and considered the information
presented in the Addendum, including any written comments received or public testimony
received at the public hearing, and adopted Resolution No. PC 10 -16 recommending that the City
Council approve the Modified Project, including the Amended and Restated Development
Agreement, subject to conditions; and
WHEREAS, the City Council conducted a duly advertised public hearing on July 12,
2016, for the purpose of considering Amended and Restated Development Agreement No. 0003-
16 and the Modified Project.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE DOES
ORDAIN AS FOLLOWS:
SECTION I
Pursuant to OMC section 17.44.130, the City Council finds as follows:
Ordinance No. 07 -16 2
The Amended and Restated Development Agreement is consistent with the General Plan
in that it promotes the development of the Modified Project, which proposes a pattern of lower
density residential development and open space uses that are consistent with the General Plan
and the existing residential uses in the area. In addition, the Development Agreement supports
General Plan goals related to the production of new housing, and the provision of trails, parks,
adequate fire and police facilities, water quality improvements, traffic flow efficiency, and a
fiscally healthy City.
SECTION II
The Amended and Restated Development Agreement for the Santiago Hills II
Development Project is approved and adopted as shown in Exhibit "A ", attached hereto and
incorporated herein by reference.
SECTION III
The Amended and Restated Development Agreement described in Section II is consistent
with the findings and analysis of the Addendum prepared for the Modified Project pursuant to
CEQA Guidelines Section 15162, for Supplemental Environmental Impact Report (SEIR)
1278 /Environmental Impact Report (EIR) No. 1716 (SCH #1988110905) for the 2005 Approved
Project, certified on November 8, 2005, and prepared in accordance with the California
Environmental Quality Act (CEQA).
SFC'TION TV-
Should any section, subsection, clause, or provision of this Ordinance for any reason be
held to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect the
validity or constitutionality of the remaining portions of this Ordinance; it being hereby expressly
declared that this Ordinance, and each section, subsection, sentence, clause and phrase hereof
would have been prepared, proposed, approved and ratified irrespective of the fact that any one
or more sections, subsections, sentences, clauses or phrases be declared invalid or
unconstitutional.
SECTION V
A summary of this ordinance shall be published and a certified copy of the full text of this
ordinance shall be posted in the Office of the City Clerk at least 5 days prior to the City Council
meeting at which this ordinance is adopted. A summary of this ordinance shall also be published
once within 15 days after the ordinances passage in a newspaper of general circulation,
published, and circulated in the City of Orange. The City Clerk shall post in the Office of the
City Clerk a certified copy of the full text of such adopted ordinance along with the names of
those City Councilmembers voting for and against the ordinance in accordance of Government
Code Section 36933. This ordinance shall take effect 30 days from and after the date of its final
passage.
Ordinance No. 07 -16 3
ADOPTED this 9th day of August, 2016.
z e .
Teres4 E. Smith, Mayor, City of Orange
ATTEST:
Mary E. Murph ' Clerk, City of Ofange
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF ORANGE
I, MARY E. MURPHY, City Clerk of the City of Orange, California, do hereby certify
that the foregoing Ordinance was introduced at the regular meeting of the City Council held on
the 12th day of July, 2016, and thereafter at the regular meeting of said City Council duly held on
the 9th day of August, 2016, was duly passed and adopted by the following vote, to wit:
AYES:COUNCILMEMBERS:Alvarez, Whitaker, Smith, Murphy
NOES:COUNCILMEMBERS:None
ABSENT:COUNCILMEMBERS:None
ABSTAIN:COUNCILMEMBERS:Nichols
e
Mary E. M , City Clerk, Cit of Orange
Ordinance No. 07 -16 4
EXHIBIT "A"
Beneath this sheet.]
AMENDED AND RESTATED DEVELOPMENT AGREEMENT
BY AND BETWEEN
CITY OF ORANGE,
a California municipal corporation,
and
THE IRVINE COMPANY, a Delaware corporation
and
IRVINE COMMUNITY DEVELOPMENT COMPANY LLC,
a Delaware limited liability company
Development Agreement
No. 0003 -16
THIS AGREEMENT SHALL BE RECORDED WITHIN TEN DAYS
OF EXECUTION BY ALL PARTIES HERETO PURSUANT TO
THE REQUIREMENTS OF GOVERNMENT CODE § 65868.5
Recitals................................................................................................... ..............................1
1 .Definitions .............................................................................................. ..............................4
2.Pre - Annexation Obligations and Commitments .................................... ..............................5
3.Development Standards for the Project Property; Applicable Rules ..... ..............................6
4 .Vested Rights ......................................................................................... ..............................6
5 .Acknowledgments, Agreements and Assurances of Owner .................. ..............................7
6 .Acknowledgments, Agreements and Assurances of City ..................... .............................10
7.Cooperation and Implementation .......................................................... .............................12
8.Financing of Public Improvements Following Annexation .................. .............................14
9.Compliance; Termination; Modifications and Amendments ................ .............................14
10 .Term of Agreement ............................................................................... .............................17
11 .Vesting Tentative Maps ........................................................................ .............................17
12.Administration and Resolution of Disputes .......................................... .............................18
13.Transfers and Assignments ................................................................... .............................19
14 .Mortgage Protection .............................................................................. .............................20
15.Owner's Commitment Regarding California Sales/Use Taxes ............ .............................21
16 .Notices .................................................................................................. .............................22
17 .Severability ........................................................................................... .............................23
18 .Binding Effect ....................................................................................... .............................23
19.Project is a Private Undertaking ........................................................... .............................23
20 .Time of Essence .................................................................................... .............................23
21 .Force Majeure ....................................................................................... .............................23
22 .Waiver ................................................................................................... .............................24
23.No Third Party Beneficiaries ................................................................ .............................24
24 .Attorneys' Fees ..................................................................................... .............................24
25.Incorporation of Exhibits ...................................................................... .............................24
26.Authority to Execute; Binding Effect ................................................... .............................24
27.Entire Agreement; Conflicts ................................................................. .............................25
28 .Remedies ............................................................................................... .............................25
AMENDED AND RESTATED ANNEXATION AND DEVELOPMENT AGREEMENT
This Amended and Restated Annexation and Development Agreement (the "Agreement ")
is made in Orange County, California as of November 22, 2015, by and between the City of
Orange, a municipal corporation ( "City"), and the Irvine Company, a Delaware corporation and
the Irvine Community Development Company LLC, a Delaware limited liability company
collectively, "Owner ").
Recitals
This Agreement is made with respect to the following facts and for the following
purposes, each of which is acknowledged as true and correct by the parties:
A. The City is authorized, pursuant to California Government Code Sections 65864
through 65869.5 and Chapter 17.44 of the Orange Municipal Code to enter into binding
development agreements with persons or entities having a legal or equitable interest in real
property in order to strengthen the public planning process, encourage private participation in
comprehensive planning, reduce the private and public cost of development and establish
certainty in the development process.
B. Owner is the record fee owner of certain real property located in the County of
Orange, State of California, within the City's sphere of influence, commonly known as Santiago
Hills U, as more particularly described on the attached Exhibit "A" (the "Project Property ").
C. The City and Owner long anticipated and planned for the eventual annexation of
the Project Property to the City. In 2005, Owner applied for and the City adopted pre - annexation
General Plan and zoning designations for the Project Property and the areas of East Orange
known as Area 1 and Area 2, as depicted on the attached "Exhibit B " . On November 22, 2005,
Owner and the City entered into that certain "Pre- Annexation Development Agreement,"
recorded November 23, 2005, in the official records of Orange County, California, at File No.
2005000944331, for the orderly annexation of the Project Property, Area 1, and Area 2 to the
City and development of the Project Property (the "Original Agreement "). The following actions
were taken with respect to the approval of the Original Agreement:
1) On August 15, 2005, the Planning Commission of the City held a duly
noticed public hearing on Owner's application for Development Agreement No. 4791 and by
Resolution Nos. PC- 25 -05, PC- 26 -05, PC- 27 -05, PC- 28 -05, PC- 29 -05, PC- 30 -05, PC- 31 -05, PC-
32-05, PC- 33 -05, PC- 34 -05, recommended to the City Council approval of the Original
Agreement and approval of the Development Approvals requested at that time.
2) The City Council held duly noticed public hearings on September 27,
2005, October 11, 2005, October 25, 2005, and November 8, 2005, and on November 8, 2005, in
the manner required by law took the following actions:
Certified Environmental Impact Report No. 1716 and Supplemental EIR 1278 by
adopting Resolution No. 10018;
Adopted General Plan Amendment No, 2003 -0001 by adopting Resolution No.
10019;
Approved for first reading, Ordinance Nos. 13 -05 and 14 -05, approving Zone
Change No. 1218 and 1219; and
Approved for first reading, Ordinance No. 15 -05, approving the Original
Agreement.
3) On November 22, 2005, the City Council held a duly noticed public
meeting and in the manner required by law took the following actions:
Adopted Ordinance Nos. 13 -05 and 14 -05, approving Zone Change 1218 and
1219; and
Adopted Ordinance No, 15 -05, approving the Original Agreement.
D. On February 3, 2006, the Local Agency Formation Commission ( "LAFCO ")
approved the annexation of Santiago Hills II and Area 1 into the City (the "Annexed Project
Property "). Area 2 was not annexed into the City and remains under the jurisdiction of the
County of Orange (the "Non- Annexed Project Property "). In order to complete the annexation,
all LAFCO and California State Board of Equalization fees were paid by Owner.
E. The Annexed Project Property is located in the City of Orange. The Non -
Annexed Project Property is located in the unincorporated area of the County of Orange. It is
intended that the Owner will develop the portion of the Annexed Project Property referred to as
Santiago Hills U. Permanent conservation easements have been recorded against the Non -
Annexed Project Property and Area 1. Owner and City intend to detach Area 1 from the City
and transfer jurisdiction over Area 1 to the County of Orange.
F. Owner has transferred ownership of Area 1 and Area 2 to the County of Orange.
It is expected that the City and the County will enter into a separate agreement as to any changes
to the Original Agreement, as the Original Agreement pertains to Area 1 and Area 2.
G. The parties intend for this Agreement to set forth the terms and conditions of the
proposed development of the Project Property. Owner plans to develop residential subdivisions
and public and private recreational amenities on the Project Property in accordance with the
General Plan and zoning as generally depicted on the attached Exhibit "C" (the "Project ").
H. This Agreement is intended to constitute an amended and restated version of the
Original Agreement. This Agreement shall completely replace the Original Agreement,
including any prior obligations contained in the Original Agreement.
I. Pursuant to Government Code Section 65867.5, the City Council fmds that this
Agreement: (i) implements the goals and policies of the City's General Plan, providing balanced
and diversified land uses and imposing appropriate standards and requirements with- respect to
land development and usage in order to maintain the overall quality of life and the environment
within the City; (ii) is in the best interests of and not in detriment to the public health, safety and
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general welfare of the residents of the City and the surrounding region; (iii) is consistent with the
City's General Plan and constitutes a present exercise of the City's police power; and (iv) is
being entered into pursuant to and in compliance with the requirements of Government Code
Section 65867.
J. In consideration of the significant public improvements and benefits to be
provided by the Project as provided in Section 17.44.200 of the Orange Municipal Code and as
more specifically set forth in this Agreement and in order to strengthen the public financing,
expedite the planning process and reduce the economic costs of development, by this Agreement
the City desires to provide Owner with assurance that Owner can proceed with the development
of the Project pursuant to the terms and the conditions of this Agreement and in accordance with
the Applicable Rules as hereinafter defined.
K. Owner has applied for and the City has approved this Agreement in order to
create a beneficial project and a physical environment that will conform to and complement the
goals of the City, create a development project sensitive to human needs and values, facilitate
efficient traffic circulation, provide for the orderly detachment of Area 1 to the County of Orange
and develop Santiago Hills II.
L. This Agreement will bind the parties to the terms and obligations specified in this
Agreement and will limit, to the degree specified in this Agreement and California law, the
future exercise of the City's ability to delay, postpone, preclude or regulate development on the
Project Property.
M. The following actions were taken with respect to the approval of this Agreement
and Project:
1) On June 6, 2016, the Planning Commission of the City held a duly noticed
public hearing on Owner's application for Amended and Restated Development Agreement No.
0003 -16, and by Resolution No. PC 10 -16, recommended to the City Council approval of the
Agreement and approval of the Development Approvals requested at that time.
2) The City Council held a duly noticed public hearing on July 12, 2016 in
the manner required by law took the following actions:
Adopted Resolution No. 10953, approving the Addendum to the previously
certified Supplemental Environmental Impact Report 1278/Environmental Impact
Report 1716; and
Adopted Resolution No. 10954, approving Design Review No. 4847 -16,
Amending and replacing the Design Guidelines for the Santiago Hills II Project;
approving the amended Runoff Management Plan (ROMP) for the Santiago Hills
II Project; and approving Tentative Tract Map application Nos. 0038 -15, 0039 -15,
0040 -15, 0041 -15, 0042 -15 (pertaining to Vesting Tentative Tract Map Nos.
17995, 17987, 17988, 17989 and 17990 respectively) subdividing land for
residential development within Santiago Hills II; and
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Approved for first reading, Ordinance No. 6 -16, approving Zone Change No.
1281 -16, amending the Santiago Hills Planned Community District Regulations;
and
Approved for first reading, Ordinance No. 7 -16, approving the Amended and
Restated Development Agreement.
3) On [-1, the City Council held a duly noticed public meeting
and in the manner required by law took the following actions:
Adopted Ordinance No. 6 -16 approving Zone Change No. 1281 -16 amending the
Santiago Hills Planned Community District regulations; and
Adopted Ordinance No. 7 -16 approving Amended and Restated Development
Agreement No. 0003 -16.
N. Owner represents to the City that, as of the Effective Date, it is the owner of the
Project Property, subject to encumbrances, easements, covenants, conditions, restrictions, and
other matters of record.
Now, therefore, pursuant to the authority contained in state law and the Orange
Municipal Code and in consideration of the foregoing recitals of fact, all of which are expressly
incorporated into this Agreement, and for other consideration, the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:
1. Definitions In this Agreement, the following terms have the following
meanings:
a) "Annexed Project Property" means the areas depicted in Exhibit A and
referred to as "Santiago Hills II" and "Area I".
b) "Applicable Rules" means the development standards and restrictions set
forth in this Agreement and attached hereto as Exhibit "D" which shall govern the use and
development of the Project Property and shall amend and supersede any conflicting or
inconsistent provisions of rules, regulations, ordinances, policies or other City requirements
relating to development of property within the City.
c) "Development Agreement Statutes" means California Govemment Code
Sections 65864 through 65869.5.
d) "Development Approvals" include all permits, licenses, consents, rights
and privileges, entitlements and other actions subject to approval or issuance by the City in
connection with development of the Project Property including without limitation: the
environmental impact report ( "EIR" ), General Plan, zoning designations, Planned Community
Development Plan approval, tentative and final subdivision and parcel maps, variances,
conditional or other use permits, and grading and building permits.
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e) "Discretionary Actions" and "Discretionary Approvals" are actions
which require the exercise of judgment or a discretionary decision, and which contemplate and
authorize the imposition of revisions or additional conditions by the City including any board,
commission, or department of the City and any officer or employee of the City, as opposed to
actions which in the process of approving or disapproving a permit or other entitlement merely
requires the City, including any board, commission, or department of the City and any officer or
employee of the City, to determine whether there has been compliance with applicable statutes,
ordinances, regulations, or conditions of approval.
f) "Effective Date" is the date that the ordinance adopting this development
agreement becomes final and effective, provided that Owner has not prior to such date delivered
to the City a written notice of cancellation of this Agreement. This Agreement is not binding or
effective prior to the Effective Date. The parties intend that the Effective Date of this Agreement
would be delayed by the pendency of any referendum regarding the ordinances or resolutions
described in this paragraph, and that Owner shall have the right to send a written notice of
cancellation to the City at any time for any reason in its absolute discretion prior to the Effective
Date.
g) "Future Approvals" means any action in implementation of development
of the Project Property that requires a Discretionary Approval pursuant to the Applicable Rules,
including, without limitation, parcel maps, tentative subdivision maps, development plans, and
conditional use permits. Upon approval of any Future Approvals, they shall become part of the
Development Approvals, and Owner shall have a "vested right," as that term is defined under
California law, in and to such Future Approvals by virtue of this Agreement.
h) "Operative Date" means the date after the Effective Date of this
Agreement when the Agreement becomes applicable with respect to the development of any
portion of the Project Property. Pursuant to Government Code Section 65865, this Agreement
will become operative as to any portion of the Project Property at the time annexation
proceedings for such Project Property are completed.
i) "Non- Annexed Project Property" means the area depicted in Exhibit
B" and referred to as "Area 2 ".
0) "Project Property" refers to that certain real property located in the
County of Orange, State of California, within the City of Orange, commonly known as the
Santiago Hills II and East Orange areas, as more particularly described on the attached Exhibit
k) Other terms not specifically defined in this Agreement shall have the same
meaning as set forth in Chapter 17.44 of the Orange Municipal Code.
2. Pre - Annexation Obligations and Commitments
a) Annexation of Project Property Pursuant to the Original Agreement,
the annexation of the Annexed Project Property has been completed. The parties acknowledge
and agree that the parties no longer intend to annex the Non - Annexed Project Property.
3. Development Standards for the Proiect Property, Applicable Rules Except
as otherwise specified in this Agreement and the Development Approvals, the City's rules,
regulations and official policies governing the permitted uses of the Project Property, the density
and intensity of use of the Project Property, the provisions for reservation or dedication of land
for public purposes and the design, improvement and construction standards and specifications
applicable to development of the Project Property, as they existed on the Effective Date of the
Original Agreement, shall govern the use and development of the Project Property and shall
constitute the Applicable Rules. Except as provided herein, the Applicable Rules shall amend
and supersede any conflicting or inconsistent rules, regulations, ordinances, policies or other City
requirements relating to development of the Project Property.
The Applicable Rules include, but are not limited to, the City's General Plan as it existed
on the Effective Date of the Original Agreement and the non - exhaustive list of Applicable Rules
listed in Exhibit "D ".
Notwithstanding the foregoing, the City reserves the right to apply other laws, ordinances
and regulations under the certain limited circumstances described below:
a) The application of new ordinances, rules, regulations and policies relating
to uniform codes adopted by City or by the State of California as state codes, such as the
Uniform Building Code, National Electrical Code, Uniform Mechanical Code or Uniform Fire
Code, as amended, and the application of such codes to the Project Property at the time of
application for issuance of building permits for structures on the Project Property including such
amendments as the City may adopt from time to time.
b) In the event that State or Federal laws or regulations prevent or preclude
compliance with one or more of the provisions of this Agreement, such provisions of this
Agreement shall be modified or suspended as may be necessary to comply with such State or
Federal laws or regulations; provided, however, that this Agreement shall remain in full force
and effect to the extent it is not inconsistent with such laws or regulations and to the extent such
laws or regulations do not render such remaining provisions impractical to enforce.
Notwithstanding the foregoing, City shall not apply to the Project or Project Property any
regulation, program or action or fail to take any action which is inconsistent or in conflict with
this Agreement until City makes a finding that such regulation, program actions or inaction is
required (as opposed to permitted) to comply with such State and Federal laws or regulations
after taking into consideration all reasonable alternatives.
c) The application of City ordinances and regulations (including amendments
to Applicable Rules) adopted by the City after the Effective Date, in connection with any Future
Approvals, if in the City's sole discretion such application is required to protect the physical
health or safety of existing or future occupants of the Project Property, or any portion thereof or
any lands adjacent thereto.
4. Vested Rights During the term of this Agreement, Owner shall have a vested
right, to the maximum extent allowed under the Development Agreement Statutes, to develop the
Project Property in accordance with this Agreement, the Development Approvals, and the
Applicable Rules; provided that Owner is not in substantive default of this Agreement and the
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Project is otherwise being developed in accordance with this Agreement and the Development
Approvals.
5. Acknowledgments. Agreements and Assurances of Owner
a) Owner's Faithful Performance The parties acknowledge and agree that
Owner's faithful performance in developing the Project on the Project Property and in
constructing and installing certain public improvements (past, present or future) and complying
with the Applicable Rules will fulfill significant public needs. The City acknowledges and
agrees that there is good and valuable consideration to the City resulting from Owner's
assurances and faithful performance thereof and resulting from the significant public benefits set
forth in Section 5(b) hereof and otherwise in this Agreement, and that same is in balance with the
benefits conferred by the City to the Owner. The parties further acknowledge and agree that the
exchanged consideration hereunder is fair, just and reasonable.
b) Significant Public Benefits Owner will provide significant public
benefits in conjunction with development of the Project. The parties recognize that the public
benefits provided in this Section are subject to further specificity and detail by both Owner and
City, as well as further review and approval by City. This Agreement shall set forth the
conceptual plan for these improvements and shall guide the parties in the implementation and
construction of these public benefits. The parties acknowledge that Owner has transferred
ownership of the land previously designated as Areas 1 and 2 to the County of Orange and
recorded an easement requiring the land to be preserved as permanent open space on or about
December 29, 2014. The parties agree that this transfer of ownership and the following
constitute significant public benefits being provided by the Project:
i) Parks The Project will include construction of approximately 9.5 acres of
fully improved private neighborhood parks, which shall be owned and maintained
by a private homeowners' association. The provision of these 9.5 acres of private
neighborhood parks shall satisfy all City requirements for the provision of parks,
including those regarding public parks. The timing of such construction shall be
subject to further negotiation between the parties. The City will derive a public
benefit by being relieved of the obligation to maintain these private neighborhood
parks. The Project will also benefit from the preservation of open space areas to
the east of Santiago Hills II.
In addition, Owner shall pay a supplemental park fee in the amount of Four
Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), which shall be
used for community park benefits. Owner shall pay One Million Seven Hundred
Fifty Thousand Dollars ($1,750,000.00) in supplemental park fees at the time of
issuance of the first grading permit for the Project and shall pay the remaining
Two Million Five Hundred Thousand Dollars ($2,500,000.00) in supplemental
park fees at the time of issuance of the first building permit for construction
located to the north of Chapman Avenue.
ii) Trails. The Project will include approximately 1.2 miles of fully improved
regional multipurpose trails, including the realigned Puma Ridge Trail within the
northerly most portion of the Santiago Hills Project Property, and approximately
1.5 miles of local multipurpose paved and unpaved trails to be constructed by
Owner in accordance with the standards contained in the Conceptual Trails Plan
attached as Exhibit "E" and as mutually agreed upon by Owner and the City. The
parties anticipate that the regional trails will be maintained by the County of
Orange and the extent and location of such trails may be modified pending further
agreement between the County of Orange and Owner. The parties anticipate that
the Puma Ridge Trail will be transferred to, and subsequently maintained by the
County of Orange, as it will be incorporated into the Irvine Regional Park, should
the County of Orange choose to accept the transfer. The 1.5 miles of local trails
shall be owned and maintained by homeowner associations established within
Santiago Hills Il and shall be available for public use. The timing of such
construction and opening for public use shall be reflected in final subdivision
maps at the time such maps are submitted to the City. Owner will construct the
trails according to the conceptual plans attached as Exhibit "E ".
iii) Traffic. Instead of paying any further TSIP fees, Owner shall make a
single $1,000,000 payment as a supplemental traffic contribution to be paid at the
time that the 300`' building permit is pulled for this project. The City shall use
this $1,000,000 payment for a fiber optic cable system to help with traffic
circulation and traffic signal timing along Santiago Canyon Road, between
Jamboree Road and Cannon Street, within the City. Owner shall also install the
same fiber optic traffic cable system within their Project Property along Santiago
Canyon Road and Jamboree Road, adjacent to the Project Property. These costs
may be funded through a Public Improvement District. This supplemental traffic
contribution is in lieu of any additional required TSIP fees.
Certain past contributions have been made with regard to traffic and are described
as follows:
Owner has previously paid $2,141,206.08 as a past TSIP fee and
supplemental traffic contribution.
With these funds the Owner has assisted the City in the completion of
traffic improvement projects at the Cannon/Santiago Canyon Road and
Chapman/Prospect Intersections.
Owner has provided the following transportation system enhancements: (1)
100,000 payment toward costs of installing a right hand turn lane from
westbound Santiago Canyon Road to northbound Cannon Street; (2) $50,000
payment toward the purchase of radar speed control devices; and (3) $80,000 to
fund a traffic signalization study and related costs.
iv) Police Substation. The parties acknowledge that Owner has paid $50,000
to the City that shall be used for tenant improvements to the East Orange Police
Substation.
v) Fire Apparatus Owner shall fully fund the acquisition of a Type 3
Wildland Engine with 4 wheel drive capabilities, and a 500 US gallon tank
capacity. In no event shall Owner pay an amount in excess of Three Hundred
Fifty Thousand Dollars ($350,000.00) for the aforementioned apparatus.
vi) Annexation and Detachment Processing Costs. The parties acknowledge
that Owner has paid for all processing costs related to the annexation of the
Annexed Project Property. Owner shall pay for all processing costs related to the
detachment of Area 1 through LAFCO. In addition, Owner shall pay all City
costs associated with the City's General Plan Amendment related to the
detachment of Area 1 and the Non - Annexed Project Property not to exceed an
amount of One Hundred Fifty Thousand Dollars ($150,000.00).
vii) Water Quality Facility Maintenance. Owner shall form homeowners'
associations that shall undertake the responsibility for the ownership and
maintenance for drainage basins, bio- swales and other water quality enhancement
features not otherwise accepted by a public agency. The homeowners'
associations shall also provide for the ownership and maintenance of the private
parks described in Section 5(b)(i), above. Owner shall include language,
acceptable to the City, in the conditions, covenants and restrictions ( "CC &Rs ") of
such homeowners' associations covering such ownership and maintenance
obligations and which give the City the authority to enforce the maintenance
obligations and adequate remedies in the event enforcement becomes necessary.
viii) Peters Canyon Reservoir. The EIR for the Project concludes that the
Project will not result in any significant impacts to water quality or quantity in
Peters Canyon Reservoir due to the implementation of best management
practices /mitigation measures to control both the quality and quantity of storm
water runoff from the Project into Peters Canyon Reservoir. Owner transferred
ownership of Peters Canyon Reservoir to the County in 1992 under an agreement
entitled Irrevocable Offer of Dedication Between the County of Orange and The
Irvine Company for Peters Canyon Regional Park (hereafter, the "Offer "). Under
the Offer the County was to operate and actively manage the reservoir and
surrounding land as a regional park in a manner that was "compatible with the
natural environment and the existing and proposed development adjoining" Peters
Canyon Regional Park. Peters Canyon Reservoir is a shallow water body, which
for all but the wettest years is a closed system that experiences little or no flushing
of the water within the reservoir. As a result, the water quality is poor and has
continued to degrade during the County's management and absent remediation, it
is expected that the water quality will continue to degrade. The Project will not
have any significant beneficial or detrimental impact to this process.
The parties acknowledge that Owner has agreed to purchase and install two
floating solar powered reservoir circulators, or similar equipment that provides
the same function to the reservoir, and to pay for a five year extended warranty
prior to the first building permit for the Project, as described in Exhibit "F" The
County has agreed to otherwise be responsible for operation and maintenance of
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the equipment. Provision of the reservoir circulators or similar equipment is
contingent upon approval of the Project by the City.
ix) Additional Water Ouality Features Owner agrees to include additional
structural best management practices (BMPs) where feasible, specifically, Owner
agrees to include bioswales and an additional extended detention basin in
Santiago Hills II and bioswales as shown on Exhibit "G" and which will be
reflected on subdivision maps.
x) Median Maintenance Owner shall form homeowners' associations that
shall be required to pay the City for the maintenance of those medians to be
located within certain portions of Santiago Canyon Road and at least 50% of the
City's maintenance costs of those medians on Jamboree Road, as set forth in
Exhibit "H"
xi) Section 5(b) Payment Amounts Unless otherwise provided in this
Agreement, any payments by Owner required by this Section 5(b) shall not be
subject to any increases or decreases for any reason unless otherwise mutually
agreed upon by the parties.
6. Acknowledgments. Agreements and Assurances of City In order to effectuate
the provisions of this Agreement, and in consideration for Owner to obligate itself to carry out
the covenants and conditions, and provide the significant public benefits set forth in this
Agreement, the City agrees and assures Owner that Owner will be permitted to carry out and
complete the development of the Project and development on the Project Property in accordance
with the Development Approvals and Applicable Rules, subject to the terms and conditions of
this Agreement. Therefore, the City hereby agrees and acknowledges that:
a) Entitlement to Develop Owner is hereby granted the vested right to
develop the Project on the Project Property to the extent and in the manner provided in this
Agreement.
b) Conflicting Enactments Any change in the Applicable Rules, including,
without limitation, any change in any applicable general plan or specific plan, zoning,
subdivision or building regulation, adopted or becoming effective after the Effective Date,
including, without limitation, any such change by means of an ordinance, initiative, resolution,
policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the
City Council, the Planning Commission or any other board, commission or department of the
City, or any officer or employee thereof, or by the electorate, as the case may be, which would,
absent this Agreement, otherwise be applicable to the Project Property and which would conflict
in any way with or be more restrictive than the Applicable Rules ( "Subsequent Rules "), shall not
be applied by the City to any part of the Project Property except as otherwise specifically
provided in this Agreement. Owner may give the City written notice of its desire to have any
Subsequent Rule applied to such portion of the Project Property as it may own, in which case
such Subsequent Rule may be deemed, by mutual consent, to be an Applicable Rule insofar as
that portion of the Project Property is concerned.
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c) Permitted Conditions Provided Owner's applications for Future
Approvals are consistent with this Agreement and the Applicable Rules, the City shall grant the
Future Approvals in accordance with the Applicable Rules and authorize development of the
Project Property for the uses and to the density and regulations as described herein. The CityshallhavetherighttoimposereasonableconditionsinconnectionwithFutureApprovalsand, in
approving tentative subdivision maps, impose dedications for rights of way or easements for
public access, utilities, water, sewers, and drainage necessary for the Project on the ProjectProperty; provided, however, that such conditions and dedications shall be consistent with the
Applicable Rules and consistent with the development of the Project as contemplated by this
Agreement; and provided further that such conditions and dedications shall not impose additional
infrastructure or public improvement obligations in excess of those identified in this Agreement.
With respect to Santiago Canyon Road, however, additional infrastructure or public
improvements may be imposed to the extent such improvements are directly related to internal
roadways within the Project or access to those internal roadways and are necessary to lessen
adverse environmental impacts. The party applying for a Future Approval may protest any
conditions, dedications or fees to the City Council or as otherwise provided by City rules or
regulations while continuing to develop the Project Property. Such a protest shall not delay or
stop the issuance of building permits or certificates of occupancy.
d) Timing of Development Because the California Supreme Court held in
Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984) that failure of the parties to
provide for the timing of development resulted in a later adopted initiative restricting the timingofdevelopmenttoprevailovertheparties' agreement, it is the intent of Owner and the City tocurethatdeficiencybyacknowledgingandprovidingthatOwnershallhavetheright (without
the obligation) to develop the Project Property in such order and at such rate and at such time asOwnerdeemsappropriatewithintheexerciseofitssubjectivebusinessjudgment, subject to the
terms of this Agreement.
e) Moratorium No City - imposed moratorium or other limitation (whether
relating to the rate, timing or sequencing of the development or construction of all or any part of
the Project Property whether imposed by ordinance, initiative, resolution, policy, order orotherwise, and whether enacted by the City Council, an agency of the City, the electorate, or
otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final),
building permits, occupancy certificates or other entitlements to use or service (including,without limitation, water and sewer, should the City ever provide such services) approved, issued
or granted within the City, or portions of the City, shall apply to the Project Property to the
extent such moratorium or other limitation is in conflict with this Agreement.
f) Permitted Fees and Exactions. Except as otherwise provided in this
Agreement, the City shall only charge and impose those fees and exactions, including, withoutlimitation, dedications and any other fees or taxes (including excise, construction or any other
taxes) relating to development or the privilege of developing the Project Property as set forth intheApplicableRules. This shall not be applicable to the following fees and taxes and shall not
be construed to limit the authority of the City to:
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1) Charge those development impact fees that exist within the
Applicable Rules on the Effective Date, the amount of which shall be calculated based upon the
fee rate in effect at the time Owner becomes liable to pay such fees; or
2) Charge an administrative facility impact fee, if adopted after the
Effective Date, which fee is imposed and collected by the City generally on development and
which is applicable on a City -wide non - discriminatory basis for similar approvals, permits and
entitlements; or
3) Impose or levy general or special taxes, including but not limited
to, property taxes, sales taxes, parcel taxes, transient occupancy taxes, and business taxes, which
may be applied to the Project Property or to businesses occupying the Project Property; provided,
however, that the tax is of general applicability City -wide and does not burden the Project
Property disproportionately to other development within the City; or
4) Collect such fees or exactions as are imposed and set by
governmental entities not controlled by the City but which are required to be collected by the
City; or
5) Charge duly adopted processing fees which are designed to
reimburse the City for administrative time and related costs incurred in preparing and
considering any application for the Development Approvals, which fees shall be assessed in the
amount they exist at the time Owner becomes liable to pay such fees.
7. Cooperation and Implementation The City agrees that it will cooperate with
Owner to the fullest extent reasonable to implement this Agreement. Upon satisfactory
performance by Owner of all required preliminary conditions, actions and payments, the City
will commence and in a timely manner proceed to complete all steps necessary for the
implementation of this Agreement and the development of the Project in accordance with the
terms of this Agreement. Owner shall, in a timely manner, provide the City with all documents,
plans, and other information necessary for the City to carry out its obligations. Additionally the
parties agree:
a) Further Assurances: Covenant to Sign Documents Each party shall
take all actions and do all things, and execute, with acknowledgment or affidavit, if required, any
and all documents and writings that may be necessary or proper to achieve the purposes and
objectives of this Agreement.
b) Reimbursement and Apportionment Although the parties do not
contemplate a condition of a Future Approval requiring excess capacity or size of required
dedications or public facilities beyond that required by the Applicable Rules, nothing in this
Agreement precludes the City and Owner from entering into any reimbursement agreements for
the portion (if any) of the cost of any dedications, public facilities and/or infrastructure that the
City, pursuant to this Agreement, may require as a condition of the Future Approvals agreed to
by the Parties, to the extent that they are in excess of those reasonably necessary to mitigate the
impacts of the Project or development on the Project Property.
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c) Processing Upon satisfactory completion by Owner of all required
preliminary actions and payments of appropriate processing fees, if any, the City shall, subject to
all legal requirements, promptly initiate, diligently process, and complete all required steps, and
promptly act upon any approvals and permits necessary for the development by Owner in
accordance with this Agreement, including, but not limited to, the following:
1) the processing of applications for and issuing of all Discretionary
Approvals, including without limitation, the Future Approvals;
2) the holding of any required public hearings; and
3) the processing of applications for and issuing of all ministerial
approvals requiring the determination of conformance with the Applicable Rules, including,
without limitation, site plans, grading plans, improvement plans, building plans and
specifications, and ministerial issuance of one or more final maps, grading permits, improvement
permits, wall permits, building permits, lot line adjustments, encroachment permits, temporary
use permits, certificates of use and occupancy, and approvals and entitlements and related
matters as necessary for the completion of the development of the Project Property ( "Ministerial
Approvals ").
d) Processing During Third Party Litigation The filing of any third party
lawsuit(s) against the City and Owner relating to this Agreement or to other development issues
affecting the Project Property, including, without limitation, litigation under CEQA, shall not
delay or stop the development, processing or construction of the Project, approval of the Future
Approvals, or issuance of Ministerial Approvals, unless a court order is issued prohibiting the
activity. Absent agreement by Owner, the City shall not stipulate to, and shall oppose, the
issuance of any such order.
e) State, Federal or Case Law Where any state, federal or case law allows
the City to exercise any discretion or take any act with respect to that law, the City shall, in an
expeditious and timely manner: (i) exercise its discretion in such a way as to be consistent with
and to carry out the terms of this Agreement; and (ii) take such other actions as may be necessary
to carry out in good faith the terms of this Agreement.
f) Defense of Agreement The City shall timely take all actions necessary
to uphold the validity and enforceability of this Agreement and the Applicable Rules, subject to
the indemnification provisions of this Section. Owner shall indemnify, defend and hold
harmless, the City and any agency or instrumentality thereof, and any of its officers, employees,
and agents from any and all claims, actions, or proceedings against the City, or any agency orinstrumentalitythereof, and any of its officers, employees and agents, to attack, set aside, void,
annul, limit or seek monetary damages or attorneys' fees resulting from an approval of the City,
or any agency or instrumentality thereof, advisory agency, appeal board or legislative body
concerning this Agreement. The City shall promptly notify Owner of any such claim, action, or
proceeding and request that Owner defend the same. The City and Owner agree to cooperate in
the defense of any such action. Should the City fail to either promptly notify Owner or cooperate
fully in the defense of any such action, Owner shall not thereafter be responsible to indemnify,defend, or hold harmless the City, any agency or instrumentality thereof, or any of its officers,
13
employees, or agents. Should Owner fail to indemnify, defend or hold harmless when properly
requested to do so, the City may terminate this Agreement pursuant to its terms.
8. Financing of Public Improvements
a) Formation of Financing Districts If so requested by Owner, the City
will cooperate in the formation of any special assessment district, community facilities district or
alternate financing mechanism to pay for development fees imposed by the City on the Project
and the construction, acquisition, maintenance and/or operation of public or quasi -public
infrastructure, lighting, landscape, or other facilities required as part of the Development
Approvals; provided, however, that the City shall have no obligation to authorize or cause any
such district or other financing mechanism to issue debt or sell bonds prior to the completion of
annexation of the Project Property, or any portion thereof, to the City. In the event that such a
district or other financing mechanism is formed and sells bonds for those purposes, Owner may
be reimbursed from such bonds to the extent Owner has spent funds or dedicated land for the
establishment of such facilities and creation of the district or other financing mechanism. While
it is acknowledged that this Agreement cannot require the City to form any such district or other
financing mechanism, or issue and sell bonds, the City represents that it can, and does hereby
agree that it shall not refuse Owner's request to form such a district and issue and sell bonds
following completion of annexation of the Project Property, or any portion thereof, to the City,
except for good and reasonable cause, as long as such Financing District is in conformance with
the Applicable Rules, including but not limited, City Resolution No. 8884. The City shall retain
complete discretion as to the type of Financing District to be formed.
b) Owner's Right to Construct Facilities It is understood and agreed that
Owner may elect, and reserves the right, to construct, or cause the construction of, any public or
quasi- public facility for which the City intends to collect a fee, and to dedicate the completed
facility to the City, in lieu of payment of the fee, as long as such facility conforms to
specifications approved by the City. Additionally, Owner may elect, and reserves the right, to
construct or cause construction of any public or quasi - public facility for which the City intends
to form a district, in which case the district shall be formed for purposes of acquiring rather than
constructing such facilities, subject to the provisions of Section 8(a) above.
9. Compliance: Termination: Modifications and Amendments
a) Periodic Review Following annexation of all or any portion of the
Project Property, the City's Director of Community Development ( "Director ") shall review this
Agreement once each year, on or before each anniversary of the Effective Date ( "Periodic
Review "), in accordance with this Section and the Applicable Rules, in order to determine the
prima facie compliance of Owner with the terms of this Agreement. At commencement of each
Periodic Review, the Director shall notify Owner in writing that said Periodic Review is being
commenced.
b) Prima Facie Compliance During each Periodic Review, the Director
shall request, in writing, that Owner demonstrate that it has, during the preceding twelve (12)
month period, been in prima facie compliance with this Agreement. For purposes of this
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Agreement, the phrase "prima facie compliance" shall mean that Owner has demonstrated that it
has acted in substantial compliance with this Agreement
c) Owner Non - Compliance; Cure Rights If during any Periodic Review
the Director reasonably concludes that (i) Owner has not demonstrated that it is in prima facie
compliance with this Agreement, and (ii) Owner is out of compliance with a specific, substantive
term or provision of this Agreement, then the Director may issue and deliver to Owner a written
notice of non - compliance ( "Notice of Non - compliance ") detailing the specific findings of
non - compliance (including references to Sections and provisions of this Agreement and
Applicable Rules which have allegedly been breached) and a complete statement of all factsdemonstratingsuchnon - compliance. Owner shall have thirty (30) calendar days following its
receipt of the Notice of Non - compliance in which to cure said failure(s); provided, however, that
if any one or more of the item(s) of non - compliance set forth in the Notice of Non - compliance
cannot reasonably be cured within said thirty (30) calendar day period, then Owner shall not be
in breach of this Agreement if it commences to cure said item(s) within said thirty (30) day
period and diligently prosecutes said cure to completion. Upon completion of each PeriodicReview, the Director shall submit a report to the City Council setting forth the Director's
determination of whether or not Owner has satisfactorily demonstrated prima facie compliance
with this Agreement, and if not, what steps have been taken or should be taken to resolve such
non - compliance.
d) Certificate of Agreement Compliance If, at the conclusion of a
Periodic Review, Owner is found in compliance with this Agreement, the City shall, upon
request by Owner, issue a Certificate of Agreement Compliance ( "Certificate ") to Owner stating
that after the most recent Periodic Review and based on the information known or made known
to the City, that (1) this Agreement remains in full force and effect, and (2) Owner is not in
default. The Certificate shall be in a recordable form and shall contain information necessary to
communicate constructive record notice of the fording of compliance. Owner may record the
Certificate with the County Recorder.
e) Termination of Agreement by City If Owner fails to timely cure any
substantive item(s) of non - compliance set forth in a Notice of Non - compliance, then the City
shall have the right, but not the obligation, to initiate proceedings for the purpose of terminating
this Agreement. If the City determines to terminate, the City shall give Owner written notice ofitsintenttosoterminatethisAgreement, specifying the precise grounds for termination and
setting a date, time and place for a public hearing on the issue, all in compliance with the
Development Agreement Statutes. At the noticed public hearing, Owner and/or its designated
representative shall be given an opportunity to make a full and public presentation to the City.If, following the taking of evidence and hearing of testimony at said public hearing, the Cityfinds, based upon substantial evidence, that the Owner has not demonstrated prima facie
compliance with this Agreement, and that Owner is out of compliance with a specific,substantive term or provision of this Agreement, then the City may (unless the parties otherwise
agree in writing) terminate this Agreement.
f) City Non - Compliance; Cure Rights If at any time Owner reasonably
concludes that (i) the City has not demonstrated that it is in prima facie compliance with this
Agreement and (ii) the City is out of compliance with a specific, substantive term or provision of
15
this Agreement, then Owner may issue and deliver to the City a Notice of Non - compliance
detailing the specific findings of non - compliance (including references to sections and provisions
of this Agreement which have allegedly been breached) and a complete statement of all facts
demonstrating such non - compliance. The City shall have thirty (30) calendar days following its
receipt of the Notice of Non - compliance in which to cure said failure(s); provided, however, that
if any one or more of the item(s) of non - compliance set forth in the Notice of Non - compliance
cannot reasonably be cured within said thirty (30) calendar day period, then the City shall not be
in breach of this Agreement if it commences to cure said item(s) within said thirty (30) day
period and diligently prosecutes said cure to completion.
g) Termination of Agreement by Owner If Owner is not satisfied by City
action to cure any items) of non - compliance set forth in a Notice of Non - compliance, Owner
shall have the right, but not the obligation, to terminate this Agreement. If Owner determines to
terminate this Agreement, it shall notify the City of such determination in writing and the
Agreement shall be deemed terminated thirty (30) days after the date of such notice. In addition,
Owner retains the right to terminate this Agreement upon thirty (30) days written notice to the
City in the event that the Project Property, or any material portion thereof, is not annexed to the
City, or Owner reasonably determines that continued development of the Project consistent with
the Development Approvals has become economically infeasible due to changed market
conditions, increased development costs, burdens imposed by the City or other governmental
entity as conditions to Future Approvals, the City's exercise of its rights under Section 3(b) in a
way deemed by Owner to be inconsistent with the Development Approvals, or other similar
factors.
h) Modification or Amendment of Agreement Subject to the notice and
hearing requirements of the applicable Development Agreement Statutes, this Agreement may be
modified or amended from time to time only with the written consent of Owner and the City or
their successors and assigns in accordance with the provisions of the Municipal Code and
Government Code Section 65868.
i) Operating Memoranda The parties acknowledge that the provisions of
this Agreement require a close degree of cooperation between the City and Owner and that minor
or insubstantial changes to the Project may be required from time to time to accommodate design
changes, engineering changes, and other refinements. Refinements to the Project may
demonstrate that clarifications to this Agreement and the Applicable Rules are appropriate with
respect to the details of performance of the City and Owner. If and when, from time to time
during the term of this Agreement, the City and Owner agree that such clarifications are
necessary or appropriate, the parties shall effectuate such clarifications through operating
memoranda approved in writing by the City and Owner which, after execution, shall be attached
hereto and become a part of this Agreement, and the same may be further clarified from time to
time as necessary with fixture written approval by the City and Owner. Operating memoranda
are not intended to constitute an amendment to this Agreement but mere ministerial
clarifications, therefore, no public notice or hearing shall be required. The City Attorney shall be
authorized, upon consultation with and approval of Owner, to determine whether a requested
clarification may be effectuated pursuant to this Section or whether the requested clarification is
of such a character to constitute an amendment hereof which requires compliance with the
provisions of Section 9(h) above. If the City Attorney determines that an operating
16
memorandum is appropriate under this Section, the City Manager is authorized to execute any
such operating memoranda without further action by the City Council.
6) Project Changes and Amendments The parties acknowledge that in
connection with development of the Project and Future Approvals, Owner may determine that
changes are appropriate and desirable in the existing Development Approvals. In the event
Owner determines that such changes are appropriate and desirable, Owner may apply in writing
for an amendment to the Development Approvals to effectuate such change, and the City shall
process and act on such application notwithstanding anything in this Agreement that may be to
the contrary. The City shall have no obligation to grant any such application by Owner that
modifies the Development Approvals. If approved in a form to which Owner has consented in
writing, any such change in the Development Approvals shall be incorporated into this
Agreement as an addendum, and may be further changed from time to time as provided in this
Section. Any change in the Development Approvals made in accordance with the procedures
therefore required by applicable City, State or Federal laws or regulations and with the written
consent of Owner shall be conclusively deemed to be consistent with this Agreement, without
need for any amendment to this Agreement or any of its exhibits.
10. Term of Agreement This Agreement shall become effective upon the date that
the ordinance adopting this Agreement becomes final and effective. This Agreement shall
remain in effect for a period of fifteen (15) years from the Effective Date unless otherwise
terminated, modified or extended upon mutual written consent of the parties or as otherwise
provided in this Agreement. Following expiration of the term, this Agreement shall be deemed
terminated and of no further force and effect; provided, however, that no such expiration shall
automatically affect any right of the City and Owner arising from City approvals on the Project
Property prior to expiration of the term hereof and arising from the duties of the parties as
prescribed in this Agreement.
11. Vesting Tentative Maps If any tentative or final subdivision map, or tentative
or final parcel map, approved in connection with the Project is a vesting map under the
Subdivision Map Act (Government Code Sections 66410, et seq.), and if this Agreement is
determined by a final judgment to be invalid or unenforceable insofar as it grants a vested right
to develop to Owner, then and to that extent, the rights and protections afforded Owner under the
laws and ordinances applicable to vesting maps shall supersede the provisions of this Agreement
provided that Owner meets its obligations to provide the significant public benefits as set forth in
Section 5(b) of this Agreement. Except as specifically set forth herein, development of the
Project Property shall occur only as provided in this Agreement, and the provisions of this
Agreement shall be controlling over any conflicting provision of law or ordinance concerning
vesting maps. Pursuant to Government Code Section 65867.5(c) any tentative maps prepared for
Project subdivisions shall comply with Government Code Section 66473.7. In accordance with
Government Code Section 66452.6(a)(1), any tentative map within the Project Property shall be
extended for the greater of (i) the term of this Agreement or (ii) the expiration period set forth
therein in the absence of this Agreement.
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12. Administration and Resolution of Disputes.
a) Administration of Disputes All disputes involving the enforcement,
interpretation or administration of this Agreement shall first be subject to good faith negotiations
between the parties to resolve the dispute. In the event the dispute is not resolved by
negotiations, Owner may file a written request to have the dispute heard and decided by the City
Council. The City shall set the matter for a hearing before the City Council within 60 days of
Owner's written request for such a hearing, unless the parties mutually agree to a longer time.
Thereafter, any decision of the City Council that remains in dispute shall be resolved pursuant to
the procedures set forth in Section 12(b) below. Nothing in this Agreement shall prohibit Owner
or the City from seeking a temporary or preliminary injunction in state or federal court if such
party believes that injunctive relief is necessary to prevent irreparable harm related to the issue in
dispute.
b) Mandatory Alternative Dispute Resolution After the provisions of
Section 12(a) above have been complied with, and pursuant to Code of Civil Procedure Sections
638, et seq., all disputes regarding the enforcement, interpretation or administration of this
Agreement shall be heard and resolved pursuant to the alternative dispute resolution procedure
set forth in this Section 12(b). All matters to be heard and resolved pursuant to this Section shall
be heard and resolved by a single appointed referee who shall be a retired judge from either the
California Superior Court, the California Court of Appeals, the California Supreme Court, the
United States District Court or the United States Court of Appeals, provided that the appointed
referee shall have significant and recent experience in resolving land use and real property
disputes. The parties who are involved in the dispute shall agree and appoint a single referee
who shall then try all issues, whether of fact or law, and report in writing to the parties to such
dispute all findings of fact and issues and decisions of law and the final judgments made thereon,
in sufficient detail to inform each party as to the basis of the referee's decision. The referee shall
try all issues as if he/she were a California Superior Court judge and to the extent permitted by
this Agreement, shall have all legal and equitable powers granted a California Superior Court
judge. Prior to the hearing, the parties shall have full discovery rights as provided by the
California Code of Civil Procedure. At the hearing, the parties shall have the right to present
evidence, examine and cross - examine lay and expert witnesses, submit briefs and have
arguments of counsel heard, all in accordance with a briefing and hearing schedule reasonably
established by the referee. The referee shall be required to follow and adhere to all laws, rules
and regulations of the State of California in the hearing of testimony, admission of evidence,
conduct of discovery, issuance of a judgment and fashioning of remedy, subject to such
restriction on remedies as set forth in this Agreement. If the parties involved in the dispute are
unable to agree on a referee, any party to the dispute may seek through Orange County Superior
Court, to have a single referee appointed pursuant to California Code of Civil Procedure Section
640. The cost of such proceeding shall initially be borne equally by the parties involved in the
dispute, and each party shall bear its own attorneys' fees. Any referee selected pursuant to this
Section shall be considered a temporary judge appointed pursuant to Article 6, Section 21 of the
Constitution of the State of California. If any party to the dispute fails to timely pay its fees or
costs, or fails to cooperate in the administration of the hearing and decision process as
determined by the referee, the referee shall, upon the written request of any party to the dispute,
be required to issue a written notice of breach to the defaulting party. If the defaulting party fails
to timely respond or cooperate within the period of time set forth in the notice of default (which
18
may not exceed thirty (30) calendar days), then the referee shall, upon the request of any non-
defaulting party, render a default judgment against the defaulting party. At the end of the
hearing, the referee shall issue a written judgment (which may include an award of reasonable
attorneys' fees and costs as provided in this Agreement), which judgment shall be final and
binding between the parties and which may be entered as a final judgment in a California
Superior Court. The referee shall use his/her best efforts to finally resolve the dispute and issue a
final judgment within ninety (90) calendar days from the date of his/her appointment.
c) No Recourse for Damages The parties hereto agree that (i) the City
would not have entered into this Agreement if it were to be held liable for general, special or
compensatory damages for any default with respect to this Agreement, and (ii) Owner has
adequate remedies, other than general, special or compensatory damages, to secure City's
compliance with its obligations under this Agreement. Therefore, Owner agrees that neither the
City nor its officers, employees or agents shall be liable for any general, special or compensatory
damages to Owner or to any successor or assignee or transferee of Owner for the City's breach
or default with respect to this Agreement; and Owner covenants not to sue the City, its officers,
employees or agents for, or claim against the City, its officers, employees or agents, any right to
receive general, special or compensatory damages for the City's breach or default under this
Agreement. Notwithstanding the provisions of this Section, the City agrees that Owner shall
have the right to seek a refund or return of any deposit made with the City or fee paid to the City
in accordance with the Applicable Rules.
d) Challenges to Application of City Rules In the event Owner challenges
the application of an ordinance, rule, regulation or policy of the City as being outside of the
authority of the City to apply to the Project and Project Property pursuant to this Agreement,
Owner shall bear the burden of proof in establishing that such ordinance, rule, regulation, or
policy is inconsistent with the terms of this Agreement and applied in violation thereof.
13. Transfers and Assignments
a) Right to Assign Owner shall have the right to sell, transfer or assign all
or any portion of the Project Property and the rights under this Agreement which it may own to
any person whose net worth meets or exceeds Five Million Dollars $5,000,000.00, as determined
in City's good faith reasonable business judgment at any time during the term of this Agreement
with the approval of the City, which shall not be unreasonably withheld, provided that Owner
has given thirty (30) days prior written notice of the proposed transfer to the City Manager and
Owner provides the City with notice of the name and address of the assignee within thirty (30)
days of the effective date of the transfer.
b) Liabilities Upon Transfer Upon the delegation of all duties and
obligations and the sale, transfer or assignment of all or any portion of the Project Property,
Owner shall be released from its obligations under this Agreement with respect to the Project
Property or portion thereof so transferred arising subsequent to the Effective Date of such
transfer if (1) Owner has provided to City thirty (30) days prior written notice of such transfer,
together with the corresponding entitlements and obligations being transferred and (2) the
transferee has agreed in writing to be subject to all of the provisions hereof applicable to the
portion of the Project Property so transferred. If any of the obligations to provide the public
19
benefits listed in Section 5(b) of this Agreement are being transferred, the City may require a
performance bond for such significant public benefit from a surety reasonably acceptable to the
City as a condition precedent to the effectiveness of the transfer. Upon any transfer of any
portion of the Project Property and the express assumption of Owner's obligations under this
Agreement by such transferee and if applicable, the provision of a performance bond, the City
agrees to look solely to the transferee for compliance by such transferee with the provisions of
this Agreement as such provisions relate to the portion of the Project Property acquired by such
transferee. Any such transferee shall be entitled to the benefits of this Agreement and shall be
subject to the obligations of this Agreement, applicable to the parcel(s) transferred. A default by
any transferee shall only affect that portion of the Project Property owned by such transferee and
shall not cancel or diminish in any way Owner's rights hereunder with respect to any portion of
the Project Property not owned by such transferee. The transferee,shall be responsible for the
reporting and annual review requirements relating to the portion of the Project Property owned
by such transferee, and any amendment to this Agreement between City and a transferee shall
only affect the portion of the Project Property owned by such transferee.
c) Notice of Sales Tax Provision Section 15 below provides that all
transferees or assignees will sign and provide to the city a copy of the Notice and
Acknowledgment of Provisions in the Pre- Annexation and Development Agreement Concerning
Sales Tax provided for in Section 15 of this Agreement and attached hereto as Exhibit "I " . Until
such time as the City receives this signed Notice and Acknowledgment, any transferee or
assignee shall remain subject to all liabilities, but shall not be entitled to any benefits of this
Agreement.
14. Mortgage Protection The parties hereto agree that this Agreement shall not
prevent or limit Owner, at Owner's sole discretion, from encumbering the Project Property or
any portion thereof or any improvement thereon in any manner whatsoever by any mortgage,
deed of trust or other security device securing financing with respect to the Project Property;
provided that prior to the time any property is transferred to the City, it shall be free and clear of
any and all such encumbrances. The City acknowledges that the lender(s) providing such
financing may require certain Agreement interpretations and modifications and agrees, upon
request, from time to time, to meet with Owner and representatives of such lender(s) to negotiate
in good faith any such request for interpretation or modification. The City will not unreasonably
withhold its consent to any such requested interpretation or modification, provided such
interpretation or modification is consistent with the intent and purposes of this Agreement. Any
mortgagee of a mortgage or a beneficiary of a deed of trust ( "Mortgagee ") on the Project
Property shall be entitled to the following rights and privileges:
a) Mortgage Not Rendered Invalid Neither entering into this Agreement
nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any
mortgage or deed of trust on the Project Property made in good faith and for value.
b) Request for Notice to Mortgagee The Mortgagee of any mortgage or
deed of trust encumbering the Project Property, or any part thereof, who has submitted a request
in writing to the City in the manner specified herein for giving notices shall be entitled to receive
written notification from the City of any default by Owner in the performance of Owner's
obligations under this Agreement.
20
c) Mortgagee's Time to Cure If the City timely receives a request from a
Mortgagee requesting a copy of any notice of default given to Owner under the terms of this
Agreement, the City shall provide a copy of that notice to the Mortgagee within ten (10) days of
sending the notice of default to Owner. The Mortgagee shall have the right, but not the
obligation, to cure the default during the remaining cure period allowed Owner under this
Agreement
d) Project Property Taken Subject to Obligations Any Mortgagee who
comes into possession of the Project Property or any portion thereof, pursuant to foreclosure of
the mortgage or deed of trust, or deed in lieu of foreclosure, shall take the Project Property or
portion thereof subject to the terms of this Agreement; provided, however, that in no event shall
such Mortgagee be held liable for any default or monetary obligation of Owner arising prior to
acquisition of title to the Project Property by such Mortgagee. However, no Mortgagee (nor its
successors or assigns) shall be entitled to a building permit or occupancy certificate until all
obligations due under this Agreement for the portion of the Project Property acquired by such
Mortgagee have been satisfied.
15. Owner's Commitment Regarding California Sales/Use Taxes
a) Owner (and any actual or prospective purchaser, transferee or optionee)
shall require in their respective general contractor construction contracts for construction work
by such entity on the Project Property that such general contractor and subcontractors exercise
their option to obtain a Board of Equalization sales /use tax sub permit for the jobsite at the
Project Property and allocate all eligible use tax payments to the City. Owner shall further
require in its general contractor construction contracts that prior to beginning the Project, the
general contractor and subcontractors will provide the City with either a copy of the sub permit,
or a statement that sales /use tax does not apply to their portion of the job, or a statement that they
do not have a resale license which is a precondition to obtaining a sub permit. Owner shall
further require in its general contractor construction contracts that: (1) the general contractor or
subcontractor shall provide a written certification that the person(s) responsible for filing the tax
return understands the process of reporting the tax to the City and will do so in accordance with
the City's conditions of Project approval as contained in this Agreement; (2) the general
contractor or subcontractor shall, on its quarterly sales /use tax return, identify the sales /use tax
applicable to the construction site and use the appropriate Board of Equalization forms and
schedules to ensure that the tax is allocated to the City of Orange; (3) in determining the amounts
of sales /use tax to be paid, the general contractor or subcontractor shall follow the guidelines set
forth in Section 1806 of Sales and Use Tax Regulations; (4) the general contractor or
subcontractor shall submit an advance copy of his sales /use tax returns to the City for inspection
and confirmation prior to submittal to the Board of Equalization; and (5) in the event it is later
determined that certain eligible sales /use tax amounts were not included on general contractor's
or subcontractor's sales/use tax return(s), general contractor or subcontractor agrees to amend
those returns and file them with the Board of Equalization in a manner that will ensure the City
receives such additional sales /use tax from the Project as City may be eligible to receive.
b) For the purpose of ensuring that other entities are aware of the provisions
in Section 15(a) regarding construction contracts for work on the Project Property, Owner shall
require any prospective purchaser, transferee, or optionee of the Project Property to sign the
21
Notice and Acknowledgment set forth in Exhibit "I" which requires that such entity
acknowledge that it has been provided notice of the obligations of Section 15(a) and the
applicability to any construction contract for work on the Project Property. If any successor,
assign, transferee or optionee fails to sign the Notice and Acknowledgment attached hereto as
Exhibit "I" or to provide the same to the City, such entity shall not be entitled to any benefits of
this Agreement pursuant to Section 13(a) herein, but shall be subject to the obligations and
liabilities of this Agreement. It shall be the obligation of such actual or prospective purchases,
transferee or optionee to comply with Section 15(a), whether or not such entity has signed the
Notice and Acknowledgment, and the City shall have the right to enforce Section 15(a) against
such entities, and Owner shall not be liable for the failure of such other entities to comply with
Section 15(a).
c) City agrees to cause City's tax consultant (The HdL Companies) to
reasonably cooperate with Owner, Owner's successors and their general contractors and the
general contractors' subcontractors to maximize City's receipt of sales/use tax hereunder.
16. Notices All notices under this Agreement shall be in writing and shall be
deemed delivered when personally received by the addressee, or within three (3) calendar days
after deposit in the United States mail by registered or certified mail, postage prepaid, return
receipt requested, to the following parties and their counsel at the addresses indicated below;
provided, however, if any party to this Agreement delivers a notice or causes a notice to be
delivered to any other party to this Agreement, a duplicate of that notice shall be concurrently
delivered to each other party and their respective counsel.
To the City: City of Orange
300 East Chapman Avenue
Orange, CA 92866
Attention: City Manager
Facsimile: (714) 744 -5147
With a Copy to: City Attorney
City of Orange
300 East Chapman Avenue
Orange, CA 92866
Facsimile: (714) 538 -7157
To Owner: Executive Vice President, Residential Development
The Irvine Company
550 Newport Center Drive
Newport Beach, CA 92660
Facsimile: (949) 720 -2810
President
Irvine Community Development Company LLC
550 Newport Center Drive
Newport Beach, CA 92660
Facsimile: (949) 720 -2810
22
With a copy to: General Counsel
The Irvine Company
550 Newport Center Drive
Newport Beach, CA 92660
Facsimile: (949) 760 -0896
General Counsel
Irvine Community Development Company LLC
550 Newport Center Drive
Newport Beach, CA 92660
Facsimile: (949) 760 -0896
Notice given in any other manner shall be effective when received by the addressee. The
addresses for notices may be changed by notice given in accordance with this provision.
17. Severability If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, or if any provision of this Agreement is
superseded or rendered unenforceable according to any law which becomes effective after the
Effective Date, the remainder of this Agreement shall be effective to the extent the remaining
provisions are not rendered impractical to perform, taking into consideration the purposes of this
Agreement.
18. Binding Effect This Agreement, and all of the terms and conditions of this
Agreement shall, to the extent permitted by law, constitute covenants which shall run with the
land comprising the Project Property for the benefit thereof, and the benefits and burdens of this
Agreement shall be binding upon and inure to the benefit of the parties and their respective
assigns, heirs, or other successors -in- interest.
19. Project is a Private Undertaking The parties acknowledge that development of
the Project is a private undertaking and that in entering into and performing under this
Agreement, each party is acting as an independent entity and not as an agent of the other in any
respect. Nothing contained herein or in any document executed in connection herewith shall be
construed as making the City and Owner joint venturers, partners, agents of the other, or
employer /employee.
20. Time of Essence Time is of the essence for each provision of this Agreement of
which time is an element.
21. Force MaLeure Changed conditions, changes in local, state or federal laws or
regulations, floods, earthquakes, delays due to strikes or other labor problems, moratoria enacted
by City or by any other governmental entity or agency, injunctions issued by any court of
competent jurisdiction, the inability to obtain materials, civil commotion, fire, acts of God, or
other circumstances which substantially interfere with the development or construction of the
Project Property or the ability of any of the parties to perform their obligations under this
Agreement, shall collectively be referred to as "Events of Force Majeure." If any party to this
Agreement is prevented from performing its obligation under this Agreement by any Event of
Force Majeure, then, on the condition that the party claiming inability to perform due to an Event
23
of Force Majeure (a) did not cause the Event of Force Majeure and (b) such Event of Force
Majeure was beyond said party's reasonable control, the time for performance by said party of its
obligations under this Agreement shall be extended by a number of days equal to the number of
days that said Event of Force Majeure continued in effect and by the number of days it takes to
repair or restore the damage caused by any such Event of Force Majeure to the condition which
existed prior to the occurrence of the Event of Force Majeure; but in no event may the term of
this Agreement be extended for more than two years for Events of Force Majeure, unless the
parties mutually agree.
22. Waiver No waiver of any provision of this Agreement shall be effective unless
in writing and signed by a duly authorized representative of the party against whom enforcement
of a waiver is sought.
23. No Third Party Beneficiaries This Agreement is made and entered into for the
sole protection and benefit of Owner and the City and their successors and assigns. No other
person shall have any right of action based upon any provision of this Agreement.
24. Attorneys' Fees If any party commences any action for the interpretation,
enforcement, termination, cancellation or rescission of this Agreement, or for specific
performance for the breach hereof, the prevailing party shall be entitled to its reasonable
attorneys' fees, litigation expenses and costs arising from the action. Attorneys' fees under this
Section shall include attorneys' fees on any appeal as well as any attorneys' fees incurred in any
post judgment proceedings to collect or enforce the judgment.
25. Incorporation of Exhibits The following exhibits that are part of this
Agreement are attached hereto and each is incorporated herein by this reference as though set
forth in full:
a) Exhibit A: Description of Project Property;
b) Exhibit B: Description of Area 1 and Area 2
c) Exhibit C: General Plan/Zoning Designations for Project;
d) Exhibit D: The Applicable Rules;
e) Exhibit E: Conceptual Trails Plan
f) Exhibit F: Letter to County re: Enhancement Feature;
g) Exhibit G: Conceptual Water Quality Enhancements;
h) Exhibit H: Median Improvements;
i) Exhibit I: Notice and Acknowledgment of Provisions in Amended and
Restated Development Agreement Concerning Sales Tax.
26. Authority to Execute; Binding Effect The parties represent and warrant to each
other that they have the power and authority to execute this Agreement and, once executed, this
Agreement shall be final, valid, binding and enforceable against each party in accordance with its
terms. Further, the City represents and warrants to Owner that all public notices and public
hearings have been held in accordance with law and all required actions for the adoption of this
Agreement have been completed in accordance with applicable law.
24
27. Entire Agreement: Conflicts This Agreement represents the entire agreement
of the parties. This Agreement integrates all of the terms and conditions mentioned herein or
incidental hereto, and supersedes all negotiations or previous agreements between the parties or
their predecessors in interest with respect to all or any part of the subject matter hereof. Should
any or all of the provisions of this Agreement be found to be in conflict with any other provision
or provisions found in the Applicable Rules, then the provisions of this Agreement shall prevail.
28. Remedies Except as otherwise provided herein, upon either party's breach
hereunder, the non - breaching party shall be permitted to pursue any remedy provided for by this
Agreement. No remedy or election hereunder shall be deemed exclusive but shall, wherever
possible, be cumulative with all other remedies available to any party under this Agreement.
Remainder of page intentionally left blank; signatures on next page]
25
IN WITNESS WHEREOF, the Parties have each executed this Agreement on the date
first written above.
CITY OF ORANGE, a municipal corporation,
By.
Teresa E. Smith, Mayor
ATTEST:
Mary E. Mi6hy, City Clerk
APPROVED AS TO FORM:
Wayne '%. Winthers, City Attorney
THE IRVINE COMPANY, a Delaware
corporation,
By:
0
J. DaW Cofiley, Sr. Vile President
Jam Yq&hida, Assistant Secretary7
IRVINE COMMUNITY DEVE PM
COMPANY LLC, a Delaware 1 'ted liability
company.
By:
By:
DpW Cenley, Sr. ]Vice 1kesi
ida, Aoi ttt Secretary
26
ACKNOWLEDGMENTS
STATE OF CALIFORNIA
COUNTY OF
ss:
On , 2016, before me, the undersigned, a Notary Public in and
for said State, personally appeared as
of THE CITY OF ORANGE, a munpal
corporation, personally known to me (or proved to me on the basis of satisfactory evidence) to be
the persons whose names are subscribed- to the within instrument and acknowledged to me that
they executed the same in their authorized capacities, and that by their signatures on the
instrument the person or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Signature
Notary Seal]
STATE OF CALIFORNIA )
ss:
COUNTY OF )
O , 2016, before ape,*Jj /fit % igned, a Notary Public in and for
said State, personally appeared L11111 i " as
o IRVINE COMPANY, a Delaware
kncorporation, personally own to me (or prov a on the basis of satisfactory evidence) to be
the person whose name is subscribed to the ithin instrument and acknowledged to me that
he/she executed the same in his/h auth ed capacity, and that by his/her signature on the
instrument, the person, or the eff n behalf of which the person acted, executed the
instrument. n
WITNESS my hand official seal.
Signature
Notary
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Orange
On January 20, 2017 before me,Judith G. Maldonado, Notary Public
insert name and title of the officer)
personally appeared J. David Conley and Jamie Yoshida
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) +s /are
subscribed to the within instrument and acknowledged to me that 4ei&he /they executed the same in
W4w /their authorized capacity(ies), and that by 4WI;w /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.
Sig
JUDITH G. MALDON 't
Commission #t 20863 IL
Notary Public - California Z
Orange County
Seal)
ACKNOWLEDGMENTS
STATE OF CALIFORNIA
COUNTY OF
ss:
On , 2016, before me, the undersigned, a Notary Public in and for
said State, personally appeared as
of THE IRVINE COMPANY, a Delaware
corporation, personally known to me (or proved to me on the basis of satisfactory evidence) to be
the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her signature on the
instrument, the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
Notary Seal]
Signature
STATE OF CALIFORNIA )
ss:
COUNTY OF )
On , 2016, before me, the ed, a Notary Public in and for
said State, personally appeared as
of .R V COMMUNITY DEVELOPMENT
COMPANY, a Delaware corporation, person y to me (or proved to me on the basis of
satisfactory evidence) to be the person w s is subscribed to the within instrument and
acknowledged to me that he/she executed a in his/her authorized capacity, and that by
his/her signature on the instrument, the n, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand seal.
Signature
2
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Orange
On January 20, 2017 before me,Judith G. Maldonado, Notary Public
insert name and title of the officer)
personally appeared J. David Conley and Jamie Yoshida
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Ware
subscribed to the within instrument and acknowledged to me that 4e414e /they executed the same in
4WheF /their authorized capacity(ies), and that by 4is /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.
JUDITH G. MALDONADO
Commission #t 2086304 =
Z •s Notary Public - California
Orange County
M Comm. Expires Oct 16, 2018
Signatu Seal)
EXHIBIT "A"
DESCRIPTION OF PROJECT PROPERTY
Beneath this sheet.]
1 /
I
I
I
1
1
BA2nQV- TMROAD i
i
1
1
LEGAL DESCRIPTION:
PARCEL 4 OF LOT LINE ADJUSTMENT NO. LL2000 -4 RECORDED NOVEMBER 28, 2000 AS INSTRUMENT NO.
20000643926 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA AND BEING PORTIONS OF BLOCKS
16,18, 39, AND 40 OF IRVINE'S SUBDIVISION AS SHOWN ON A MAP FILED IN BOOK 1, PAGE 88 OF
MISCELLANEOUS RECORD MAPS IN THE OFFICE OF THE ORANGE COUNTY RECORDER.
EXHIBIT A
SANTIAGO HILLS 11
NOTE: EXHIBIT WILL BE REPLACED WITH A FORMAL LEGAL DESCRIPTION DESCRIPTION OF
PROJECT PROPERTY
7110612016
EXHIBIT "B"
DESCRIPTION OF AREA 1 AND AREA 2
Beneath this sheet.]
8 8
m I I
50
go4f(D89.j/o Be
I I
Fj
F.]C[MrJr
UgL
0
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Alit
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I
EXHIBIT "C"
GENERAL PLAN /ZONING DESIGNATIONS FOR PROJECT
Beneath this sheet.]
a -,%
ae
0 a
o
MM
LM
ROAD
RW
a
04
KVWCRMIWW
LEGEND
LDR Low Density Residential
LDMR Low Medium Density Residential
MDR Medium Density Residential
Open Space F
IRWD IRWD Facility
NAP Not a Part
Sector
Neighborhood Park
Interchange
EXHIBIT C
SANTIAGO HILLS II
GENERAL PLANrZONING
DESIGNATIONS
FOR PROJECT
710601016
EXHIBIT "D"
THE APPLICABLE RULES
Beneath this sheet.]
APPLICABLE RULES
The Applicable Rules include all applicable portions of the Orange
Municipal Code, as of May 25, 2016, incorporated by this reference,
as if fully set forth herein.
SANTIAGO HILLS
PLANNED COMMUNITY DISTRICT REGULATIONS
September 22, 2000
Amended November 22, 2005
Amended May 25, 2016
APPROVED
The Irvine Company
550 Newport Center Drive
Newport Beach, CA 92660
Santiago Hills Planned Community District 5125 /2016
TABLE OF CONTENTS
SECTION PAGE
SH) 02.010 PURPOSE AND INTENT .......................................... ............................... 5
SH) 03.010 SECTOR LAND USE MATRIX .................................... ............................... 6
SH) 04.010 GENERAL PROVISIONS ............................................ ............................... 7
SH) 05.010 DEFINITIONS .............................................................. .............................12
SH) 06.010 LDR- LOW DENSITY RESIDENTIAL ....................... .............................15
SH) 07.010 LMDR- LOW MEDIUM DENSITY RESIDENTIAL ..... .............................18
SH) 08.010 MDR- MEDIUM DENSITY RESIDENTIAL ................ ............................... 21
SH) 09.010 OPEN SPACE ........................................................... ............................... 26
SH) 10.010 SITE PLAN REVIEW ................................................. ............................... 27
Santiago Hills Planned Community District 5/25/2016
LIST OF EXHIBITS
A. PC Zoning Map
B. Public Facilities Concept Plan
PAGE
11
Santiago Hills Planned Community District arculcu su
E
a
MDR
LDR
RWD
NAP
C
uoa
a
a FB'l
ie
M--
LEGEND
x
LDR Low Density Residential OS Open Space a Sector
LDMR Low Medium Density Residential N IRWD Facility . Neighborhood Park
Not a Part
MDR Medium Density Residential •
Interchange
EXHIBIT A
SANTIAGO HILLS 11
PC ZONING MAP
5J2=16
SANTIAGO HILLS (SH) PLANNED COMMUNITY DISTRICT
SH) 02.010 PURPOSE AND INTENT
The Santiago Hills Planned Community District is intended to provide for a mix of housing
types and neighborhood environments. Sectors A through K may be developed according
to site development standards contained in this text. The development standards. are
designed to allow flexibility for hillside developments while ensuring consistency with
the Land Use Element of the General Plan.
Santiago Hills Planned Community District 5/25/2016
SH) 03.010 SECTOR LAND USE MATRIX
SH) SANTIAGO HILLS PLANNED COMMUNITY DISTRICT
TOTALS 395.5 1,180
Acres include local streets rights -of -way to center lines; arterial highways are to right -of-
way.
Santiago Hills Planned Community District 5/2512016
A
Gross Acres*Development
Maximum Standards
DU
A 11.0 SH) O
B 11.1 SH) O
C 9.2 SH) O
D 15.9 SH) O
E 31.6 SH) O
G 95.1 270 SH) LDR
H 22.7 85 SH) LMDR
1 62.5 362 SH) MDR
J 121.3 349 SH) LDR
K 15.1 114 SH) LMDR
TOTALS 395.5 1,180
Acres include local streets rights -of -way to center lines; arterial highways are to right -of-
way.
Santiago Hills Planned Community District 5/2512016
A
SH) 04.010 GENERAL PROVISIONS
A. General Notes
1. The maximum total number of dwelling units permitted by the Santiago Hills Planned
Community shall be 1,180. The maximum number of dwelling units within each
residential sector is established in Section 03.010, Sector Land Use Matrix. Dwelling
units may be transferred among sectors provided the receiving sector does not
exceed 10% of the units specified in the Land Use Matrix and the total units do
not exceed 1,180
2. The density of any residential development shall be computed by dividing the total
number of dwelling units in the sector by the gross acres for that sector. For this
purpose, gross acres shall be measured to the centerline of any internal public or
private street or to the ultimate right -of -way line of any arterial highway as designated
on the City's General Plan. Density calculations are intended to be applied at the
planning area level and shall not be applied to individual tract maps.
3. All areas designated for residential use may be developed at a lower residential
density without requiring zone change.
4. Model homes and their garages and private recreation facilities may be used as
offices for the first sale of homes within a recorded tract and within subsequent
similar tracts utilizing these same architectural designs subject to the regulations of
the City of Orange governing said uses and activities.
5. Grading will be permitted outside of the area of immediate development when it is
consistent with an approved grading plan. Stockpile and borrow sites may be
permitted within areas scheduled for future development, subject to an approved
grading plan.
6. Terms used in this document shall have the same definitions as provided in the City of
Orange Zoning Code unless otherwise defined herein.
7. Sector boundaries may be adjusted to a maximum of 10% of the receiving sector
without amending the Planned Community District.
8. Zoning and Land Use Regulations not specifically covered in the Santiago Hills Planned
Community District shall be subject to the regulations of Title 17 O.M.C.
9. When conflicts arise between the Santiago Hills Planned Community District
and the Title 17 O.M.C., the provisions of the Santiago Hills Planned Community
District shall prevail.
Santiago Hills Planned Community District 5125/2016
10. Where the rear portion of a lot contains a "down slope" exceeding 5 feet in height, the
rear yard setback shall be measured from the top of slope.
11. Some of the uses listed in Title 17 O.M.C. have been eliminated in this PC Text due to
the unique nature of the Planned Community.
12. It should be noted that fuel modification requirements contained in Chapter
15.32 of the Orange Municipal Code may supersede the development standards
contained herein.
13. It should be noted that building and construction requirements contained in Title 15 of
the Orange Municipal Code may supersede the development standards contained
herein.
B. General Development Standards
Building setbacks from streets: Minimum setbacks shall apply to all structures
abutting the following streets. Setbacks shall be measured from the ultimate right -of-
way line.
Street Minimum Setback
SR 241 /261 0'
Jamboree Boulevard 25'
Santiago Canyon Road 25'
Handy Creek 15'
2. Landscaped areas along streets: Minimum landscaped areas shall be located along
the following streets. The width of landscaped areas shall be measured from face of
curb to the community wall or property line. Any sidewalks and trails are included in the
measurement.
Street Minimum Setback
SR 241 / 261 0'
Jamboree Boulevard — riding & hiking trail 30' (0' in Sector D)
Jamboree Boulevard — without riding & hiking trail 18' (0' in Sector D)
Santiago Canyon Road 25'
Handy Creek Road 15'
3. Public street standards: Public street rights -of -way and improvements shall be in
accordance with City adopted standards, or as approved by the Director of Public
Works.
Santiago Hills Planned Community District 5125/2016
R
4. Private street and drive standards: Private streets and drives shall contain curbs and
gutters and be crowned at the centerline and shall be in accordance with the
following standards:
a. Private streets and drives with no parking within the travel way shall have a
minimum paved width of 28 feet.
b. Private streets and drives where on- street parking will be limited to one side only
shall have a minimum paved width of 32 feet.
c. Private streets and drives where on- street parking is permitted on both sides
shall have a minimum paved width of 36 feet.
d. The paved street width (or where required by the City, paved street width and
sidewalks) shall constitute the total right -of -way for purposes of establishing
setback lines for structures.
5. Alleys: Alleys with no parking in the travel way shall have a minimum paved
width of 24 feet. Parking shall be prohibited within the accessway and such prohibition
shall be indicated in a manner acceptable to the City. In addition, turn around access
shall be provided as required by the Uniform Fire Code.
6. Motor Court Access: Motor Court access serving up to 6 residences shall have a
minimum paved width of 24 feet. Parking shall be prohibited within the access way and
such prohibition shall be indicated in a manner acceptable to the City.
7. Backup Area for 90 degree Parking: 25' minimum.
8. Fences, walls and hedges: Fences, walls and hedges shall be limited to a maximum
height of 7 feet as measured from the residential pad high side, provided that walls in
excess of 7 feet shall be permitted if required for the purpose of noise attenuation.
Fences within front yard setbacks or within intersection areas shall conform to
applicable City regulations.
9. Common area landscaping: All commonly owned property within residential
developments shall be landscaped with a combination of trees, shrubs, and
groundcover. Landscaping shall be provided with permanent watering facilities and
shall be perpetually maintained in a neat, clean and healthy condition.
10. Building Setbacks from Perimeter Walls: Where perimeter walls for a
development are constructed so as to encroach onto a residential parcel, building
setbacks shall be measured from the perimeter wall.
11. Parkways: 6'0" minimum width landscaped parkways shall be required on the sidewalk
side of all public streets in the LDR, LMDR, and MDR Districts.
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C. Special Sector Requirements
1. Sector K: All structures in SectorK will be limited to two stories.
D. Trail & Park Facilities (See Exhibit B)
1. Neighborhood Parks: Two private neighborhood parks are planned. These are
symbolically shown on Exhibit B. The precise size and location will be coordinated at
subdivision approval in accordance with the local park code.
2. Recreational Trails: Trails will be constructed as generally shown on Exhibit B and in
conformance with City and County trails standards as applicable. All street crossings
will be at grade.
3. Santiago Canyon Road Regional Bike Trail. A regional Class II on -road bike trail will
be incorporated into the road design to City standards.
E. Open Space Dedication
1. Sector A Open Space: Natural open space in Sector A will be dedicated to the County
of Orange.
Santiago Hills Planned Community District 5/25/2016
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Irvine
Regional Park
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Peter's Canyon
Regional Park
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LEGEND
000000 Unpaved Regional Trail (1.2 Miles)
eeeeee Unpaved Local Trail (0.5 Miles)
000000 Paved Local Trail (1.0 M i l es )
Neighborhood Park
EXHIBIT B
SANTIAGO HILLS 11
PUBLIC FACILITIES
CONCEPT PLAN
5123/2016
SH) 05.010 DEFINITIONS
For the purpose of these regulations, words, phrases and terms shall be deemed to have
the meaning ascribed by this section. Words, phrases and terms not specifically
defined herein shall be deemed to have the meaning described in the City of Orange
Zoning Code.
The word "used" included the words "arranged for", "design for", "occupied for" or
intended to be occupied for".
The word "permitted" means permitted without the requirement for a discretionary permit
but subject to all applicable regulations.
Accessory structure: A building attached to or detached from the principal building on the
same lot and customarily incidental and subordinate to the principal building. An
accessory structure may not contain interior plumbing facilities unless its overall size
is less than one hundred fifty (150) gross square feet, in which case it may contain
no more than one half bath (one toilet and one sink). In no circumstances shall
an accessory building contain facilities for fully independent living.
Alley. A vehicular passageway providing linear access to garages. An alley shall not be
considered a street.
Building site: A parcel or contiguous parcels of land which is established in compliance
with the building site requirements of this code.
Building site coverage: The area of the land within the perimeter of the development
project including dwellings, streets, drives, garages, carports and parking areas,
exclusive of open areas, patios or recreation facilities.
Common area — residential. The area within a residential development that is
not designed as a residential building site, which is owned in common by
homeowners in the development, and which is available for common use or
enjoyment by all property owners in the development and their invitees; example:
common parking facilities, recreation areas, landscaped areas, open space areas, and
natural areas.
Community facility: A non - commercial use established primarily for the benefit and
enjoyment of the population of the community in which it is located.
Community information center: A temporary or permanent structure principally used
as an information pavilion and /or temporary real estate sales office for the first sale
of homes in the community including parking and related facilities.
Santiago Hills Planned Community District
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Conventional developments: Conventional developments are defined as areas
developed in such a manner that each dwelling unit is situated on a residential lot of
record and no lot contains more than one (1) dwelling unit. Designation of conventional
development shall be shown on the tentative tract map. Zero lot line subdivisions are
considered conventional developments.
Cluster developments: Cluster developments are defined as combining or arranging
attached or detached dwelling units and their accessory structures on contiguous or
related residential lots of record where the yards and open spaces are combined into
more desirable arrangements of common areas which are not a part of the Individual lot
of record. Designation of cluster development shall be shown on the tentative tract map.
Condominiums: Condominiums are defined as attached or detached dwelling units
developed under the statutory condominium requirements established by the state real
estate commissioner's office; designation of condominiums shall be shown on the tentative
tract map.
Density: See gross residential density.
Development project: A project submitted for City review and /or approval in
accordance with City codes and ordinances, e.g., site plan, tentative subdivision map,
conditional use permit, etc.
Drive: A private internal or perimeter vehicular accessway for attached single family
dwellings or multiple family dwellings of three dwellings or more in one building.
Gross area (gross acres): The entire land area (acres) within the boundary of a project,
measured to the right -of -way line of any abutting arterial highway or the centerline of any
internal public or private street.
Gross residential density. For purposes of conformance with density standards, density of a
residential project i s computed by dividing the total number of dwelling units in a sector
by the gross area of the sector.
Lot: Any parcel shown on a recorded tract map, a record of survey recorded pursuant
to an approved division of land, lot line adjustments, a parcel map, or recorded
Certificate of Compliance. A lot is not necessarily a building site.
Minimum Lot Size: The area within the property lines of a lot.
Motorcourt access: A vehicular passageway providing access to multiple residences that
share a common motorcourt. A motorcourt access shall not be considered a street.
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Open Space: Any parcel or area of land or water set aside, dedicated, designated,
reserved, or developed for public or private use which is established in order to preserve the
natural and aesthetic qualities of the area.
Parkway. A parkway is the landscaped area between the back of a street curb and a
parallel sidewalk.
Principal structure: A structure, building or area housing a primary permitted use. Not an
accessory structure.
Right -of -Way. A corridor, either public or private, on which a right of passage has been
recorded.
Setback area: The area between the building line and the property line, or
when abutting a street, the ultimate right -of -way line.
Vehicular accessway. A private, non - exclusive easement affording vehicular access to
abutting properties.
Zero Lot Line: The siting of dwelling units in such a manner that one side -yard setback is
reduced to "0" feet in order to provide a more desirable outdoor living space for the other
side -yard area. Dwelling units so sited shall have no openings in walls located on the side
property line.
Santiago Hills Planned Community District 5/25/2016
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SH) 06.010 LDR- LOW DENSITY RESIDENTIAL
Purpose and Intent
The Low Density Residential district is established to provide for the development of
detached single - family dwelling units.
Uses Permitted
A. Detached single- family dwellings (including zero lot line), with not more than one
dwelling on any one lot.
B. Schools, parks, playgrounds, non - commercial recreation facilities, and riding, hiking,
bicycle and pedestrian trails
C. Easements and facilities for utilities, including those for storm drain and flood control.
D. Accessory buildings, structures and uses customarily incidental to a permitted use,
including:
1. Garages.
2. Swimming pools, spas and Jacuzzis.
3. Fences and walls.
4. Patio covers and trellises.
5. Garden structures and greenhouses.
6. The keeping of pets of a type readily classified as being customarily incidental to
a permitted residential use not involving a commercial activity. The keeping of
equine, bovine, sheep, goats and swine shall be prohibited.
Uses Permitted Subject to a Conditional Use Permit
A. Churches, temples, synagogues and other places of worship.
B. Private and parochial schools.
Temporary Uses Permitted
A. Model homes, temporary real estate offices.
B. Temporary construction offices and facilities.
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C. Real estate signs, future development signs and subdivision directory signs in
conformance with O.M.C.
Site Development Standards
A. Maximum density: 6.0 dwelling units per gross acre.
B. Minimum lot size: 3,000 square feet.
C. Minimum building site width: no limitation.
D. Minimum building setbacks shall be as follows:
1. Front yard:
a. The minimum setback for any residential unit shall be 10 feet to living
area and 10 feet to a side tum -in garage measured from the
property line. Where there is no parkway, the minimum setback
for any residential unit shall be 15 feet to living area and 10 feet to a
side turn- in garage measured from the property line.
b. Garages shall be set back a minimum of 18 feet as measured from the
property line.. Roll -up type garage doors and garage door openers
shall be provided.
2. Side yard- 5 feet one side, provided that the aggregate of both side yards shall
be a minimum of 10 feet. Corner lots shall provide a street side yard not less
than 10 feet as measured from the back of sidewalk. Detached garages or
other accessory structures shall be situated a minimum of 4 feet from the main
building and may abut the side lot line provided:
a. The height of the building at the side lot line does not exceed 10 feet;
b. No eave, projection or overhang extends beyond the property line;
and,
c. Measures are taken to ensure the deflection of runoff away from
the property line; except that a minimum setback of 10 feet from
the streetside property line shall be maintained on all comer lots.
3. Rear yard - 15 feet minimum except that extensions within 10 feet of the rear
property line are permitted provided:
a. The structure is one story (or if two stories, it abuts a street, alley or
public use); and
Santiago Hills Planned Community District
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5/25/2016
b. The extension does not exceed 50 percent of the area required
in conforming to the 15 foot rear yard standard.
c. Garages or other accessory structures may abut the rear lot line
provided:
1. That same are detached a minimum of 4 feet from the main
building;
2. Coverage does not exceed 50 percent of the 15 foot required
rear yard setback area, including any area covered by
extensions permitted by(b)above;
3. The height of the building at the rear lot line does not exceed 12
feet;
4. No eave, projection or overhang extends beyond the property line;
and
5. Measures are taken to ensure the deflection of runoff away from
the property line.
d. Where the rear lot line abuts and is common to the boundary of a street
or alley, the depth of all rear yard requirements may be reduced by 5
feet.
4. Projections into required setbacks:
a. Covered patios, unenclosed on at least two sides, shall be setback a
minimum 10 feet from any front property line and a minimum of 5 feet
from any side or rear property line except the street -side of a comer lot,
in which case a minimum setback of 10 feet shall be maintained from
back of sidewalk.
b. Eaves, cornices, chimneys, balconies and other similar architectural
features shall not project more than 4 feet into any required front or side
yard, nor more than 6 feet into any required rear yard provided that a
minimum width of two feet six inches is maintained clear of obstruction
for pedestrian access and that access for persons with disabilities (if
required) is provided.
E. Maximum building height: 2 stories but in no case higher than 35 feet.
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F. Floor area ratio, minimum open space per unit, and other such development standards
contained in the OMC, but not specifically referenced here, are intentionally omitted and
do not apply.
SH) 07.010 LMDR- LOW MEDIUM DENSITY RESIDENTIAL
Purpose and Intent
The Low Medium Density Residential district is established to provide for the
development of a variety of residential uses including detached single - family, attached
single - family and multiple family dwelling units.
Uses Permitted
A. Detached conventional single - family dwellings, with not more than one dwelling on any
one lot. Such uses shall be subject to the site development standards in Section (SH)
06.010 Items B, C, D, E and F.
B. Attached single - family dwellings sharing one or more common wall(s) (including, but not
limited to, duplexes, triplexes, fourplexes, townhomes and stacked flats), cluster
detached and paired detached subject to an approved Site Plan. Each dwelling may be
located on a single lot or two or more dwellings may be located on any one lot so long
as the other provisions of this article are complied with subject to site plan approval.
C. Multiple - family dwellings including condominiums, stock cooperatives and apartments
subject to site plan approval.
D. Schools, parks, playgrounds, non - commercial recreation facilities, and riding, hiking,
bicycle and pedestrian trails.
E. Easements and facilities for utilities, including those for storm drain and flood control.
F. Accessory buildings, structures and uses customarily incidental to a permitted use,
including:
1. Garages and carports.
2. Swimming pools, spas and Jacuzzis.
3. Fences and walls.
4. Patio covers, trellises, garden structures and greenhouses.
Santiago Hills Planned Community District 5/2512016
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5. Leasing offices, recreation buildings, clubhouses, fitness centers, equipment
rooms and maintenance buildings.
6. The keeping of pets of a type readily classified as being customarily incidental
to a permitted residential use not involving a commercial activity. The keeping of
equine, bovine, sheep, goats and swine shall be prohibited.
Uses Permitted Subject to a Conditional Use Permit
A. Churches, temples, synagogues and other places of worship.
B. Private and parochial schools.
Temporary Uses Permitted
A. Model homes, temporary real estate offices.
B. Temporary construction offices and facilities.
C. Real estate signs, future development signs and subdivision directory signs in
conformance with O.M.C.
Site Development Standards
A. Maximum density: 15.0 dwelling units per gross acre.
B. . Minimum building site width: No limitation.
C. Minimum building setbacks:
1. The minimum setback from any public street right -of -way line or private street
shall be 10 feet for principal structures and 5 feet for accessory structures.
2. The minimum horizontal distance between principal structures shall be 10 feet.
3. The minimum horizontal distance between accessory structures shall be 5 feet.
4. The minimum setback from any perimeter property line shall be 10 feet.
5. The minimum garage setback from any public street right of way line or private
street shall be 18 feet.
6. The minimum garage setback from a private drive shall be 7 feet (setbacks
between 7 and 18 feet shall not be permitted in order to discourage parking
outside of the garage which could obstruct the private drive). Living areas above
a garage shall be setback a minimum of 7 feet from a private drive.
Santiago Hills Planned Community District WM2016
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7. The minimum garage setback from an alley shall be 3 feet (setbacks between 7
and 18 feet shall not be permitted in order to discourage parking outside of the
garage which could obstruct an alley). An enclosed garage setback less than 7
feet shall be equipped with an automatic garage door opener. Living areas
above a garage shall be set back a minimum of 3 feet from an alley.
8. Projections into required setbacks:
a. Eaves, cornices, chimneys, balconies and other similar architectural
features shall not project more than 4 feet into any required setback
provided that a minimum width of two feet six inches is maintained clear
of obstruction for pedestrian access and that access for persons with
disabilities (if required) is provided.
D. Maximum building height: 2 stories but in no case higher than 35 feet.
E. Offstreet parking requirements:
1. A minimum of two spaces, enclosed within a garage, shall be provided for each
dwelling unit.
2. Guest parking for attached products shall be provided at the ratio of 0.2 parking
space per unit. Guest parking shall be allowed on private streets.
3. Parking area dimensions, location and access shall conform to the provisions of
Orange Municipal Code Chapter 17.34.
F. Floor area ratio, minimum open space per unit, and other such development standards
contained in the OMC, but not specifically referenced here, are intentionally omitted and
do not apply.
Santiago Hills Planned Community District 5/2512016
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SH) 08.010 MDR- MEDIUM DENSITY RESIDENTIAL
Purpose and Applicability
The Medium Density Residential district is established to provide for the development of a
variety of residential uses including detached single - family, attached single - family and
multiple family dwelling units.
Uses Permitted
A. Detached conventional single - family dwellings, with not more than one dwelling on any
one lot. Such uses shall be subject to the site development standards in Section (SH)
06.010 Items B, C, D, E and F.
B. Detached single- family dwellings, with not more than one dwelling on any one lot,
accessed from a motorcourt. Such uses shall be subject to the site development
standards below titled Site Development Standards (Motorcourt Single Family
Dwellings).
C. Attached single - family dwellings sharing one or more common wall(s), (including, but
not limited to, duplexes, triplexes, fourplexes, townhomes and stacked flats) subject to
site plan approval.
D. Multiple - family dwellings including condominiums, stock cooperatives and apartments,
subject to site plan approval.
E. Schools, parks, playgrounds, non - commercial recreation facilities and
bicycle /pedestrian trails.
F. Easements and facilities for utilities, including those for storm drain and flood control.
G. Accessory buildings, structures and uses customarily incidental to a permitted use,
including:
1. Garages, carports and open parking areas.
2. Swimming pools, spas and Jacuzzis.
3. Fences and walls.
4. Patio covers and trellises.
5. Leasing offices, recreation buildings, club houses, fitness centers, equipment
rooms, and maintenance buildings.
Santiago Hills Planned Community District 5/25 /2016
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6. The keeping of pets of a type readily classified as being customarily incidental to
a permitted residential use not involving a commercial activity. The keeping of
equine, bovine, sheep, goats and swine shall be prohibited.
Uses Permitted Subject to a Conditional Use Permit
A. Churches, temples, synagogues and other places of worship.
B. Private and parochial schools.
Temporary Uses Permitted
A. Model homes, temporary real estate offices.
B. Temporary construction offices and facilities.
C. Real estate signs, future development signs and subdivision directory signs in
conformance with O.M.C.
Site Development Standards (Attached Single Family and Multiple Family Dwelling
Units)
A. Maximum density: 24.0 dwelling units per gross acre.
B. Minimum building site width: No limitation.
C. Minimum building setbacks:
1. The minimum setback for any residential unit shall be 3 feet from the alley.
2. The minimum setback from any public street right -of -way line or private street
shall be 10 feet for principal structures and 5 feet for accessory structures.
3. The minimum horizontal distance between principal structures shall be 10 feet.
4. The minimum horizontal distance between accessory structures shall be 5 feet.
5. The minimum setback from any perimeter property line shall be 10 feet.
6. The minimum garage setback from any public street right of way line or private
street shall be 18 feet.
7. The minimum garage setback from a private drive shall be 7 feet (setbacks
between 7 and 18 feet shall not be permitted in order to discourage parking
outside of the garage which could obstruct the private drive). Living areas above
a garage shall be setback a minimum of 7 feet from a private drive.
Santiago Hills Planned Community District
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8. The minimum garage setback from an alley shall be 3 feet (setbacks between 7
and 18 feet shall not be permitted in order to discourage parking outside of the
garage which could obstruct an alley). An enclosed garage setback less than 7
feet shall be equipped with an automatic garage door opener. Living areas
above a garage shall be set back a minimum of 3 feet from an alley.
9. Projections into required setbacks:
a. Eaves, cornices, chimneys, balconies and other similar architectural
features shall not project more than 1 foot into any required setback
provided that a minimum width of two feet six inches is maintained clear
of obstruction for pedestrian access and that access for persons with
disabilities (if required) is provided.
D. Maximum building height: 2 stories but in no case higher than 35 feet.
E. Trash storage and collection areas: Any residential development proposing three or
more dwellings on any one building site shall provide adequate and convenient trash
storage area(s) meeting City standards and shielded from view by an opaque screen
not less than 6 feet in height.
F. Off - street parking requirements:
A minimum number of resident parking spaces per unit for attached products
shall be provided as follows:
Unit Type Parking Spaces /Unit Covered Space /Unit
Studio 1.2 1
1 Bedroom 1.7 1
2 Bedroom 2.0 1
3 Bedroom (or more) 2.4 1
2. Guest parking for attached products shall be provided at the ratio of 0.2 parking
space per unit.
3. Parking area dimensions, location and access shall conform to the provisions of
Orange Municipal Code Chapter 17.34.
G. Floor area ratio, minimum open space per unit, and other -such development standards
contained in the OMC, but not specifically referenced here, are intentionally omitted and
do not apply.
Santiago Hills Planned Community District 5/25 12016
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Site Development Standards (Motorcourt Single Family Dwellings)
A. Maximum density: 15.0 dwelling units per gross acre.
B. Minimum lot size: 2,400 square feet
C. Minimum building site width: no limitation.
D. Minimum building setbacks shall be as follows:
1. Building from Motorcourt:
a. The minimum setback for any residential unit shall be 3 feet from the
motorcourt.
b. Garages shall be set back a minimum of 3 feet as measured from the
motorcourt. Setbacks between 7 and 18 feet shall not be permitted in
order to discourage parking outside of the garage which could obstruct
motorcourt access. Roll -up type garage doors and automatic garage
door openers shall be provided.
2. Side yard (sides of structure perpendicular to motorcourt) - 5 feet one side as
measured from the property line, provided that the aggregate of both side yards
shall be a minimum of 10 feet. Lots that abut a street shall provide a street side
yard not less than 10 feet as measured from back of sidewalk.
3. Rear yard (opposite side of structure from motorcourt) - 5 feet minimum as
measured from the rear property line.
4. Projections into required setbacks:
a. Covered patios, unenclosed on at least two sides, shall be set back a
minimum of 2.5 feet from property line, a minimum of 5' from any side
property line except the street -side, in which case a minimum setback
of 10 feet shall be maintained from back of sidewalk.
b. Eaves, cornices, chimneys, balconies and other similar architectural
features shall not project more than 1 foot into any required front or side
yard, nor more than 6 feet into any required rear yard provided that a
minimum width of two feet six inches is maintained clear of obstruction
for pedestrian access and that access for persons with disabilities (if
required) is provided.
E. Maximum building height: 2 stories but in no case higher than 35 feet.
Santiago Hills Planned Community District
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F. Offstreet parking requirements: A minimum of two spaces enclosed within a garage,
shall be provided for each dwelling unit.
G. Floor area ratio, minimum open space per unit, and other such development standards
contained in the OMC, but not specifically referenced here, are intentionally omitted and
do not apply.
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SH) 09.010 OPEN SPACE
Development in the Recreational Open Space District shall comply with the RO District
Regulations in Sector 17.22.010 of the Orange Municipal Code except as follows:
Permitted Uses: Permitted uses include grading, landscaping, fuel modification zones,
utilities, reservoirs, pump stations, wireless facilities, drainage facilities and other similar
infrastructure serving adjoining development and SR 241/261 improvements. Wireless
facilities are subject to Orange Municipal Code Section 17.12.025.
Santiago Hills Planned Community District
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SH) 10.010 SITE PLAN REVIEW
The purpose of site plan review is to implement the provisions of this PC District and the
OMC Title 17. The standards and criteria for review shall be solely those contained in this PC
District and applicable OMC sections. Where required by this document, a site plan shall be
submitted to the Planning Commission in accordance with the following procedures:
A. The applicant shall submit the appropriate number of copies of the site plan as
determined by the Planning Director to the Planning Department. The site plan shall
be drawn to scale and shall indicate clearly and with full dimensioning the following
information:
1. Lot dimensions
2. All buildings and structures: Locations, size, height, proposed use.
3. Yards and space between buildings.
4. Walls and fences: Location, height and materials.
5. Off - street parking: Location, number of spaces and /or dimensions of parking
area, internal circulation pattern.
6. Access- pedestrian, bicycle, vehicular, service: Points of ingress and egress.
7. Signs: Location, size, height.
B. Loading: Location, dimensions, number of spaces, internal circulation.
9. Lighting: Location and general nature, hooding devices.
10. Landscaping: Location and general nature.
11. Street rights -of -way and improvements.
12. Typical elevations of all structures.
13. Such other information as may be required by the Planning Director.
B. The Planning Commission shall approve, approve with conditions deemed necessary to
protect the public health, safety and welfare, or disapprove the site plan.
C. Appeal: The applicant may appeal in writing to the City Council. Such appeal shall be
filed in duplicate with the Planning Department within ten (10) days after the decision.
The Planning Director shall forward the duplicate copy of the appeal to the City Clerk.
Santiago Hills Planned Community District 5/25/2016
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The City Council shall review the site plan and shall approve, approve with conditions,
or disapprove.
D. The approved site plan, with any conditions shown thereon or attached thereto, shall be
dated and signed by the Planning Commission's Secretary.
E. Before a building permit may be issued for any building or structure in a development
requiring site plan review, the building or structure must be in substantial conformity
with the approved site plan.
F. Revisions to an approved site plan shall be made pursuant to the procedure set forth in
this section.
G. Site plans may be processed concurrently with tentative tract maps.
Santiago Hills Planned Community District
512512016
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EXHIBIT "E"
CONCEPTUAL TRAILS PLAN
Beneath this sheet.]
7..' ._..
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I
Irvine i.
Regional Park
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A
9 BANTIAGO CANYON ROAD i
RO
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4440 - -Y% lb.
ill
Peter's Canyon i
Regional Park
J
LEGEND
000000 Unpaved Regional T r a i l (1.2 M i l e s )Neighborhood Park
A b A A Unpaved Local Trai I (0.5 Mi les)
Paved Local Tra i I (1.0 M i l e s )
EXHIBIT E
SANTIAGO HILLS I1
CONCEPTUAL
TRAILS PLAN
7/06/2016
EXHIBIT "F"
LETTER TO COUNTY RE: ENHANCEMENT FEATURE
Beneath this sheet.]
JLL.- 05-20Q1a 22 :53 iTVOPt: TO.949 720 2450 P. t101 062
THE IRVINr= COMPANY
Poet -W Fax Note 7671 ' 7
unc 16,100 PI 9 " '799f. Y.frk 4495
Fax• 4-4
Mr. Brys Spends
DhecWr
p & Devdapaumt
coww'of OMP
300 N. Flower St ca
Santa And, CA 91702 -4041
M. Paws Owyaa Rcsayr& Auudon System
heir Mr. SPMOC:
Over the past ffirae y ears as we ha PIuuwA our Proposed eamennttlty !a Sanbiaso Bins N EW
Omnsa we bare bad extawl" ems+ * th you OW Y om atilttcam is the existing water
gmuty to Fars. courpmuescrvoir =a pCicadal ways to 04dc"° imKowM mt.
By way of bad womA tho rescrvair previously served u • ccwvolr (of 'U k Companyagdcatgnalopautionscardbenaiited &m regd w inflow and oud bw of inigpdat water. In1491, 2be Irvine Company Wanfetred ft vcaacvoir and surrounaus and to the County of
Orango for dre atsblishwa t of Paoars Ceayon Regloual Park. Wi& the bmsfcr, Tho mina
Corap#my ratdocd am omb for Rood eowrd pwMso in conireetioa the dcvelopancat of
the sombaso Uft 11 sad Past Ooaase Planner Comawaities and the County asreod to umintsin
sad operate the msovoir to a Luse ar con isteot with the w of the sdMV4dr' for flood control
pmposcs in eomwcVon w';dr anticipated developtnaat is %c arcs Sure its tmmfet, Petro
C.a gyan R+eaervak bas opersted as a closed systcak meardag that >ftasnt {pater in -flows Gant the
surtos"ag roads, residentid devetopnvmt and open space Auib the neaatnolr is only the very
wd yeam As a mm%the water quality of the resesvok eycliedly degrades duties yew with
awmal or low rakfill.
At the dhection of bolo the Ciq of Oange sad the County, rmoff Majupacut plmis wm
p wpaccd liar ear Proposed linject and msuk in 1) dlversica of (rtemga.•ted MWO fivat Titers
Qatytn Reservoir 10 Mdttce the potent & downstta M flooding ad 1) no saw atgsti$eant
bppaeb to like watet gadity of tier rt: ovole. As it raak so mittsatiorr sddaessfiv dye existing
sat° rqumtigr pmblaas in the resmak is rcgWted of the prop"W prajecL
though no midVioa lb raqutnod but ackaow 'kdgiog the wing aondltioas of flee aeii oltacCompPYinckrdedisthetunoti =xmgetrr ml pha for one• prpoxAPXJeotin % Wysis ofpotattiai wsta Quality a*Ancemonts wbiob cotttd bo =tdettakaa atthete>enro. The arulysis carcluded that, absent sipdacaat o;ona] ,the104
fuan t o an .ax600 s itlaas iA the tsdvah wo bctiM th ftysteao.r" Would improve low &ssalva oxygen eoodidom.
so NswP4c+ Ca+•r O r ". N""n aced" C ~" ($49) 72"IMF Ok ®..qdw p4M
EXHIBIT T"
Basod upon this analysis and resemmh of imaw rescrveir conditions. JU Twine company makes
the following offer to the County:
I) The Twine Company sgrees to pwrchase and provides td *a County two 8otking solar -
powered ime voir drenlaton (SolarIl" SB 10000 model) to Increase enter uttxi *
and nrrfaoe re- acradon of the Mxrvnir.
2) The SobxBee units htolude a tWaym puts and labor warranty: The>rrinc
otrpany asters to pay for m azteoded five - year wanudy for the CoagWs bcoaft
The County would be mpoosWc for operation ad mWesatoo.of the aqua wmt:
3) This off« b contingent upoa appaoval Odle proposed Sawlago Hills D/EW Orange
Planned C mmunity by the City of Orange. Justallatiat of dies two mots wotild be
occur prior to first building permit for the prop"ed projeet.
It is our undastsadirtg that County staff Ats revkwad the 9o1u &x systm ad egroes flat It
would benefit extsdaa conditions in the mmycir. If tha Cotstbr scoepls 6b c0ar, we look
forward to working with you on the impcovcment of PeU s Canyon Reservoir.
cz
Dan Mills .i
Senior Vloe freakiest, fin
I
t
Accepted:
v _
C: Supervisor Bill Ctanpbell
Tan Mw14 CEO
EXHIBIT "G"
CONCEPTUAL WATER QUALITY ENHANCEMENTS
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EXHIBIT "H"
MEDIAN IMPROVEMENTS
Beneath this sheet.]
AO Z$ 0 11/LS ON31LL 'Yy7. '1I I' OM.,,w.l Mull T.Oy lq.MD 0M01+'S OM O.,$ 3710YM' +SIS4' OM :\OOV1V ,,, \:H
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EXHIBIT "I"
NOTICE AND ACKNOWLEDGMENT OF PROVISION IN
AMENDED AND RESTATED DEVELOPMENT AGREEMENT
CONCERNING SALES TAX
Beneath this sheet.]
EXHIBIT "I"
Notice and Acknowledgement of Provisions In Pre - Annexation and Development
Agreement Concerning Sales Tax
Buyer/tr msferee is the successor in interest to the rights of The
Irvine Company and Leine Community Development Company L LC under the Pre-Annexation
and Development Agreement recorded against the property as Orange County recorded
document No. . Certain rights and liabilities shall transfer to
buyerAransferee . Buyer /transferee acknowledges that it
has received and read the Pre- Anmexation and Development Agreement in its entirety, including
section 15(a), reproduced below and agrees to be bound by its provisions and acknowledges that
it can be had liable by the City of Orange for any revenue lost by the City as a result of buyer
transferee's failure comply.
Owner (and any actual or prospective purchaser, transferee or
optionee) shall require in their respective general contractor
construction contractsfor cohstruetion work by such entity on the
Project Properly that such general contractor and subcontractors
exercise their option to obtain • a Board of L qualization salesluse
tax sub permit for the jobsite at the Project Property and allocate
all eligible use tax payments to the City. Owner shallfurther
require In its general contractor construction contracts that prior
to beginning the Project, the general contractor and
subcontractors will provide the City with either a copy of the sub
permit, or a statement that sales/use tax does not. apply to their
portion •of the job, or a s/ateinew that .they do not have a resale
license which is a precondition to obtaining a sub permit. Owner
shallfurther require in its general contractor construction
contracts that: (1) the general contractor or subcontractor shall
provide a written certi;'Ication that the persons) responsible for
filing the tax return understands the process of reporting the tax to
the City and will do so in accordance with the City's conditions of
Project approval as contained in this Agreement; (l) the general
contractor or subcontractor shall, on its quarterlysales /use tax
return, ident fy the sales /use tax applicable to the construction site
and use the appropriate Board of Equaftationforms and
schedules to ensure that the tax is allocated to the City of Orange;
3) In determining the amounts ofsales /use tax to be paid, the
general contractor or subcontractor shall follow the guidelines set
forth in Section 1846 of Sales and Use Tax Regulations; (4) the
general contractor or subcontractor shall submit an advance copy
of his salesluse lax returns to the City for inspection and
confirmation prior to submittal to the Board of Equalization; and
S) in the event it Is later determined that certain eligible sales /use
tax amounts were not Included on general contractor's or
subcontractor's sales/use tax return(s), general contractor or
GM%9 1.t
subcontractor agrees to amend those retww andfile them with the
Board of J!4ualhadon in a manner that will ensure the City
receives such addidonal sakrhae Tax from the Project at City may
be eligible to receive.'
Dated
Buyer/Traufam
BY.
Title:
By.
Title:
NATE.- If Buyerltransferee Is a corporation, she City requires the following
signature(s):
0) the Chairman of he Board, she President or a Vice-Presldkn4 AND (2) the
Secretary, the Ckkf Financial Of the Treafqiw, an Assistant SeCrOMPY Or
an Ankfant Mawrer. ff only one corporate offleer exists or one corporate
offleer holds more than one corporate oBk4 please to Indicate. OR
The corporate officer named In a corporate resolution as authorized to enter Into
this Agreement. A copy of the corporate resolution, certified by the Secretary. dose In time
to the execution oi the Agreement, mast be provided to the City.'
SOX469421.1