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HomeMy WebLinkAbout02 PC REPORT IRVINE CO2MEETING DATE: JANUARY 14, 2025 TO: PLANNING COMMISSION FROM: COMMUNITY DEVELOPMENT DEPARTMENT SUBJECT: DEVELOPMENT AGREEMENT (DA) 2024-0003, VESTING TENTATIVE TRACT MAP 19353 (SUB 2024-0004), DESIGN REVIEW (DR) 2024-0013, GENERAL PLAN/SPECIFIC PLAN CONFORMITY, AND DENSITY BONUS REQUEST FOR THE DEVELOPMENT OF A TOTAL OF 1,336 APARTMENT UNITS, WHICH INCLUDES 334 AFFORDABLE UNITS WITHIN NEIGHBORHOOD D SOUTH OF THE TUSTIN LEGACY SPECIFIC PLAN APPLICANT:IRVINE COMPANY ATTN: KEVIN ROBERTS 550 NEWPORT CENTER DRIVE NEWPORT BEACH, CA 92660 PROPERTY OWNER:CITY OF TUSTIN 300 CENTENNIAL WAY TUSTIN, CA 92780 LOCATION:LOTS 11, 12 AND 13 OF TRACT 18197; GENERALLY BOUNDED BY WARNER AVENUE TO THE NORTH, LEGACY AVENUE TO THE EAST, COMPASS AVENUE TO THE WEST AND TUSTIN RANCH ROAD TO THE SOUTH, WITHIN PLANNING AREA 13 AND 14 OF NEIGHBORHOOD D, TUSTIN LEGACY SPECIFIC PLAN. GENERAL PLAN:TUSTIN LEGACY SPECIFIC PLAN ZONING:TUSTIN LEGACY SPECIFIC PLAN EXISTING LAND USE:VACANT SITE ENVIRONMENTAL:PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) GUIDELINES SECTION 15182, PROJECTS PURSUANT TO A SPECIFIC PLAN, A RESIDENTIAL PROJECT THAT IS UNDERTAKEN PURSUANT TO AND IN CONFORMITY WITH A SPECIFIC PLAN, AND THE SPECIFIC PLAN’S EIR, IS EXEMPT FROM CEQA. REQUESTS: 1. DEVELOPMENT AGREEMENT (DA) 2024-0003 TO FACILITATE THE DEVELOPMENT AND CONVEYANCE OF A 19.4-ACRE PROJECT SITE. AGENDA REPORT ITEM #2        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 2 2. VESTING TENTATIVE TRACT MAP (VTTM) 19353 TO SUBDIVIDE THE 19.4-ACRE INTO SIX NUMBERED LOTS AND ONE LETTERED LOT, FOR THE DEVELOPMENT OF 1,336 APARTMENT UNITS, A 0.66-ACRE PUBLICLY ACCESSIBLE PARK, OPEN SPACE AREAS, AND OTHER PROJECT AMENITIES. 3. DESIGN REVIEW (DR) 2024-0013 FOR THE DESIGN AND SITE LAYOUT OF 1,336 APARTMENT UNITS, A 0.66-ACRE PUBLICLY ACCESSIBLE PARK, OPEN SPACE AREAS, AND OTHER PROJECT AMENITIES. 4. DENSITY BONUS REQUEST TO INCREASE THE ALLOWABLE DENSITY FROM 708 UNITS TO 1,336 UNITS (88.75% DENSITY BONUS) BY PROVIDING 71 VERY-LOW AND 263 LOW-INCOME UNITS; AND RELATED WAIVERS TO INCREASE THE MAXIMUM SETBACK, REDUCE PRIVATE OPEN SPACE REQUIREMENT, AND REDUCE THE REQUIRED PARKING STALL DIMENSION. 5.DETERMINE THAT THE LOCATION, PURPOSE, AND EXTENT OF THE PROPOSED DISPOSITION OF 19.4-ACRES SITE ON LOTS 11, 12 AND 13 OF TRACT 18197, WITHIN NEIGHBORHOOD D OF THE TUSTIN LEGACY SPECIFIC PLAN, FOR THE DEVELOPMENT OF 1,336 APARTMENT UNITS, IS IN CONFORMANCE WITH THE CITY’S GENERAL PLAN AND THE TUSTIN LEGACY SPECIFIC PLAN. RECOMMENDATION: 1. That the Planning Commission adopt Resolution No. 4514, determining that the location, purpose, and extent of the proposed disposition of a 19.4-acre site within Neighborhood D of the Tustin Legacy Specific Plan for the development of 1,336 apartment units is in conformance with the City’s adopted General Plan and the Tustin Legacy Specific Plan. 2. That the Planning Commission adopt Resolution No. 4515, recommending that the City Council approve: a. DA 2024-0003 to facilitate the development and conveyance of a 19.4-acre site within the boundaries of Tustin Legacy Specific Plan. b. VTTM 19353 to subdivide approximately 19.4-acres into six (6) numbered lots for the development of 1,336 apartment units, and one (1) lettered lot for a 0.66-acre public accessible park, and to facilitate right of way dedications, publicly accessible pedestrian walkways (paseos), and other project amenities. c. DR 2024-0013 for the design and site layout of six (6) apartment buildings and associated parking structures, a 0.66-acre public accessible park, a cafe, publicly accessible pedestrian walkways (paseos), and other project amenities. d. Density Bonus request to increase the density from 708 units to 1,336 units (88.75%        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 3 density bonus), by providing 334 affordable units (71 Very Low-Income units and 263 Low-Income units), and waivers to increase the maximum setback, reduce the requirement for private open spaces, and reduce the required parking stall dimensions. APPROVAL AUTHORITY: x General Plan Conformity: Pursuant to Section 65402(a) of the Government Code, the Planning Commission is authorized to determine whether the location, purpose, and extent of the proposed disposition of real property is consistent with the General Plan. x Development Agreement: The Tustin Legacy Specific Plan Section 4.2.7 requires a DA in conjunction with, or prior to, the approval of any entitlements associated with private development. Pursuant to Tustin City Code (TCC) Section 9607, the Planning Commission shall consider the DA and make a recommendation to the City Council within thirty (30) days. Pursuant to TCC Section 9613, the City Council may accept, modify or disapprove the DA. Pursuant to TCC Section 9614, a DA shall be approved by the adoption of an ordinance. x Vesting Tentative Tract Map: TCC Section 9321b authorizes the Planning Commission to review and take action on Tentative Maps; however, since the proposal includes other applications that require City Council approval, VTTM 19353 shall be forwarded to City Council for concurrent consideration. x Design Review: Section 4.2.2 of the Tustin Legacy Specific Plan requires each development to submit and obtain approval of a Site Plan and DR following, or concurrent with, the approval of a Concept Plan. TCC Section 9272 authorizes the Community Development Director to consider the DR application; however, since the proposal includes other applications that require City Council approval, DR 2024-0013 shall be forwarded to City Council for concurrent consideration. x Density Bonus: The proposed housing development is eligible for a density bonus pursuant to TCC Section 9121, and the applicant has submitted a density bonus application and request for development standard reductions pursuant to TCC Section 9124. Consistent with State housing law, affordable housing projects must be granted waivers and reductions in development standards by the City unless the City Council finds that the waiver/reduction would have a specific adverse impact upon the health or safety, and that there is no feasible way to mitigate or avoid the adverse impact; or the waiver/reduction would impact a property listed in the California Register of Historical Resources; or the waiver/reduction would be contrary to State or Federal law. The density bonus and reduction in development standards request shall be considered by the City Council concurrently with the other applications, pursuant to TCC Section 9141(b).        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 4 BACKGROUND: The proposed project is located within Neighborhood D of the Tustin Legacy Specific Plan. These lots are currently vacant and owned by the City of Tustin. The subject project is a housing development proposed by the Irvine Company; therefore, the project approvals are contingent on the sale of the property by the City to the Irvine Company. An Exclusive Negotiation Agreement (ENA) for the purchase and sale of the project site was executed with the Irvine Company on May 23, 2024. The sale of the property to the Irvine Company requires the City to comply with Surplus Land Act (SLA) Regulations. The City declared the property exempt surplus on August 20, 2024, pursuant to California Government Code section 54221(f)(1)(H), and the determination was approved by the California Department of Housing and Community Development (HCD) on August 27, 2024. On October 1, 2024, the City Council authorized the City Manager to execute an amendment to the original ENA, approving an extension of the ENA negotiating period until March 31, 2025. The Disposition and Development Agreement (DDA) associated with the sale of the 19.4-acre site will be considered by City Council by action at a public meeting separate from this development proposal. Site Location The project site is comprised of three lots totaling approximately 19.4 acres. The property is bounded by Warner Avenue to the north, Legacy Road to the east, Tustin Ranch Road to the south, and Compass Drive to the west. The subject parcels are within Planning Area 13, and 14 of Neighborhood D of the Tustin Legacy Specific Plan (Figures 1). The proposed project is located between two (2) existing developments, including The Landing, a two and three-story for-sale condominium community, which is located to the west; and the Irvine Company’s four-story Amalfi Apartment Homes community, which is located to the east Figure 1 - Tustin Legacy Specific Plan Planning Area Map        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 5 (Figure 2). The Tustin Legacy Linear Park, which is not yet fully constructed, will be adjacent to the project to the north and northwest, across Warner and Compass Avenues. Project Description The project is designed with six (6) “wrap” buildings that range from four- to five-stories in height, with integrated parking garages concealed from exterior view (Figure 3). Approximately 1,956 parking spaces are proposed within six (6) access-controlled parking garages to accommodate the project’s residents and guests. Buildings 1 through 4, as shown on Figure 4, will contain a total of 998 units, and will be occupied by market rate rental units. Buildings 5 and 6 contain a total of 338 units, will be occupied by 71 Very-Low units, 263 Low- Income units, and four (4) manager units. A mix of one-, two- and three-bedroom homes are proposed, with unit plans ranging from 592 to 1,513 square feet. The project provides a series of publicly accessible pedestrian walkway or paseos linking the project to other developments within Tustin Legacy. The project site is within walking distance to nearby offices, retail and groceries, restaurants, schools, and other recreational uses at Tustin Legacy. Figure 2 Project Location Amalfi Apartment HomesThe Landing Condominiums        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 6 ANALYSIS: General Plan Conformity As mentioned, the project site is owned by the City of Tustin. The City intends to enter into a real estate transaction with the Irvine Company to allow for the development of the project. Pursuant to Section 65402(c) of the California Government Code (Planning and Development Law), a general plan conformity determination from local planning agencies prior to acquisition or disposition of real property by a local agency is required. The General Plan designates the site as Tustin Legacy Specific Plan which authorizes the development of a mixed-use urban project and is envisioned as an active living, working, shopping and recreation environment. The proposed disposition also supports General Plan Land Use Element goals and policies as follows: 1. Land Use Element Goal 1: Provide for a well-balanced land use pattern that accommodates existing and future needs for housing, commercial, and industrial land, open space and community facilities and services, while maintaining a healthy, diversified economy adequate to provide future City services. 2. Land Use Element Goal 3: Ensure that new development is compatible with surrounding land uses in the community, the City’s circulation network, availability of public facilities, existing development constraints, and the City’s unique characteristics and resources. 3. Land Use Element Goal 4: Assure a safe, healthy and aesthetically pleasing community for residents and businesses. Figure 3 Circulation & Parking Access Plan Figure 4 Site Plan Building 2 Building 3 Building 4 Building 5 Building 6 Building 1        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 7 4. Land Use Goal 6: Improve urban design in Tustin to ensure development that is both architecturally and functionally compatible, and to create uniquely identifiable neighborhoods. 5. Land Use Goal 8: Ensure that necessary public facilities and services is available to accommodate development proposed on the Land Use Policy Map. 6. Land Use Goal 13: Continue to implement the Tustin Legacy Specific Plan, which maximizes the appeal of the site as a mixed-use and master planned development. 7.Housing Element Goal 1: Provision of an adequate supply of housing to meet the need for a variety of housing types and the diverse socio-economic needs of all community residents commensurate with the City’s identified housing needs in the RHNA allocation. 8.Housing Element Goal 2: Promote fair housing opportunities for all people regardless of their special characteristics as protected under State and Federal fair housing laws. Based upon the City’s adopted General Plan, the location, purpose, and extent of the proposed disposition of the project site to the Irvine Company for the development of the proposed project is in conformance with the approved General Plan. Density Bonus and Requested Deviations As part of the project, the Irvine Company is requesting an 88.75 percent density bonus. The percentage of the Density Bonus is determined using 708 base units, and factoring in the Low- and Very-Low Income units proposed pursuant to the State’s Density Bonus Law, for a total of 1,336 units (Attachment C5). Required Affordability (708 base units) Authorized Density Bonus Affordable Units Proposed 24% Low (170 units) 50% 263 10% Very Low (71 units) 38.75% 71 88.75% 334 Nearly 50 percent of its base units (334 units) are proposed as affordable housing in one-, two- and three-bedroom unit configurations. Of the 334 proposed affordable units, 71 units would offer affordable rents at the Very Low income and/or Extremely Low-Income level and 263 units at the Low-Income level. The affordable units would be income-restricted and rented at affordable levels for a 55-year period. The developer will need to meet this requirement under an Affordable Housing Agreement to be executed upon approval of the DDA and DA.        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 8 Consistent with State density bonus law provisions, the Irvine Company is requesting alternative development standards related to: x Maximum setbacks from local roads (10-foot max. required, 9-21 feet proposed); x Minimum square footage for private open space (100 SF required, 22 SF proposed); and x Parking stall dimensions (9’ x 19’ required, 8.5’ x 18’ proposed) Pursuant to State law, the City cannot deny the requested standards unless it can be found that the reduction has a specific, adverse impact upon health or safety, and for which there are no feasible methods to mitigate or avoid the impact. Discussion related to each of the requested waivers/reductions are provided under its respective section of the staff report. Design Review Section 4.2.2 of the Tustin Legacy Specific Plan requires applicants for each development to submit and obtain approval of a DR pursuant to the TCC. DR 2024-0013 provides for the design and site layout of the proposed residential community. The proposed project implements the City’s vision and prioritizes high-quality architecture, landscaping, walkability, and includes several modern amenities such as three swimming pools, a publicly accessible park including a dog park and a café with indoor and outdoor seating, workspaces, and publicly accessible paseos linking the community to and from other developments in the area. The project is designed with each of the six (6) buildings providing specific architectural features; however, the overall project has a modern classical approach to its design with flat roofs, articulated window and door openings, heavy cornices at the upper levels and brick and stone veneers at pedestrian levels. The window openings include layered recess or trims that match the buildings cornice and reveals. The building facades include varying setbacks and modulations, and each building includes specific details and colors. Various roof heights were employed to create visual interest. The major features of each building can be summarized as follows:        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 9 x Building 1 - Significant cornice at the gateway tower; upper-level setback; recessed articulation of fenestrations and openings; emphasis on verticality, and two-story stoop conditions. x Building 2 – Upper floor step back facing the park; main façade composition order: 1/3/1; surround trims at fenestration and openings; emphasis on roofline variation; one-story minimal rustic base; horizontal reveal bands; and three-panel windows. x Building 3 – Step down massing at key locations; main façade composition order: 1/2/1; surround trims; select stoop conditions; two-story brick rusted base; decorative wall- mounted lights; dark bronze windows and spandrel glass. x Building 4 – Upper floor setback; step down at key locations; recessed windows and door openings; upper arch windows and two-story rustic base. x Building 5 – Enhanced wall finishes at lobby exterior; surround trims at windows and openings, Juliet balconies at select locations; metal canopies at ground level and significant cornice design. x Building 6 – Enhanced wall finishes at lobby exterior; surround trims at windows and openings, Juliet balconies at select locations and spandrel panels. Figure 5 – Buildings 1 Perspective        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 10 Figure 6 – Building 2 Perspective Figure 7 – Building 3 Perspective Figure 8 – Building 4 Perspective        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 11 Figure 9 – Building 5 Perspective Figure 10 – Building 6 Perspective The buildings are accented with a variety of building materials and features such as: stone and brick veneer and wainscot, a variety of custom metal balcony and patio railing, 3-bay windows, metal spandrel panels, bronze color window frames, Juliet and inset balconies, bronze spandrel panels and storefront systems complimented with arch windows at entries. The general color palette for the project ranges in warm and cool earth tones with darker tones used as accent colors. Colored elevations for each building show the general color variety (Attachment C3). Building Setbacks Per Section 3.11.2 of the Tustin Legacy Specific Plan, the project site requires a minimum building setback of three (3) feet and a maximum building setback of ten (10) feet, though the maximum        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 12 setback area may be increased to allow for additional outdoor uses at the discretion of the Community Development Director. The project provides private open space for ground floor units at strategic locations in the form of a usable porch, which necessitates requesting a waiver from the maximum building setback. Larger setbacks also offer greater flexibility for placing above-ground utility structure locations while ensuring they are properly screened and landscaped. Additionally, the larger setback is proposed to provide design versatility for building massing, enabling more horizontal movement along streetscapes and allowing varied articulation of building facades. The proposed deviation from the maximum building setback has been reviewed by the Community Development Director and has been determined to be consistent with the intent of the established standards. Appropriate findings have been included to support the request. SETBACK REQUIREMENTS Streets Minimum Maximum Proposed Tustin Ranch Road 30 ft. - 30 ft. Warner Ave. 20 ft. - 20 ft. Legacy Rd. 6 ft. - 11 ft. Compass Ave. 3 ft. - 9 to 21 ft. Local Road 3 ft. 10 ft. 9 to 11 ft. Common and Private Open Space The proposed project provides publicly accessible common open space, common area open space, and private open space that are designed throughout the project for the enjoyment of the residents and general public. x Publicly accessible Common Open space: The project includes a 0.66-acre park site and a cafe with indoor and outdoor seating areas that would be accessible to the general public. The park area includes a dog park which is separated by fencing available to the residents and public. This park can be accessed by an extra wide public sidewalk along Compass Avenue and a paseo from Tustin Ranch Road. Two (2) other pedestrian paseos connect the three-block site to the surrounding neighborhoods that would be available for public access with a recorded public access easement. The exact measurements of the public paseos will be completed with the final landscape design of the site and the general location are depicted on the technical site plan. The applicant is required to show the exact locations on the final Vesting Tentative Tract Map prior to recordation. x Common Area Open Space: There are three (3) swimming pools, a main pavilion building facing Legacy Road, in connection with the central pool area, and a number of indoor and outdoor amenities available to the residents for a total of 90,100 square feet on the ground level. x Private Open Space: Private patios and balconies for roughly 50 percent of the units are provided at strategic locations depending on the building setback and noise exposure. For example, a large number of the patios are provided along the publicly accessible park and open space. While the project does not achieve full compliance with the TLSP’s private open space/storage requirement on a per-unit basis, the project meets the open space        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 13 needs of its residents through larger shared amenities (rather than individual open space areas) and complies with the City’s combined common and private open space requirements in the aggregate. Per Tustin Legacy Specific Plan Table 3-25, the private and common open space requirement is as follows: OPEN SPACE REQUIREMENTS Standard Provision Proposed Private 100 sf per unit Minimum depth – 4 ft. May include 50 sf of storage. Varies per building – Minimum 22 sf per unit Common 100 sf per unit Shared facilities such as pedestrian paths, common balconies, roof top decks, recreational facilities could be included. 183 sf per unit Figure 11 Proposed Open Space        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 14 Circulation and Parking The roadways serving the Project site have been constructed to their ultimate full width (i.e., Warner Avenue, Legacy Road, Compass Avenue and Tustin Ranch Road). The proposed Project would include the construction of garage entry driveways along Compass Avenue (for Buildings 1 and 6), Swaim Way (for Buildings 2 and 3), and Airship Avenue (for Buildings 4 and 5). All garage entry driveways to parking garages would be constructed with a 15-foot curb radius. There would be no vehicular access from Tustin Ranch Road, Legacy Road, or Warner Avenue. Figure 12 Circulation Plan There are existing sidewalks adjacent to the Project site along Legacy Road, Warner Avenue, and Tustin Ranch Road. The proposed Project would include the construction of sidewalks on the remaining site and adjacent roadways (east side of Compass Avenue and both sides of Airship Avenue and Swaim Way), and internal to the Project site. The on-site walkways would provide connectivity between the buildings and facilities, and to existing sidewalks in the vicinity of the project site, which provide access to transit facilities and existing uses (residential, retail, recreational, education and public services). The parking garages will include the required accessible, bicycle, and electric vehicle parking spaces.        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 15 Parking For projects meeting State Density Bonus law criteria (Gov’t Code Sec. 65915p), parking requirements shall not exceed one (1) parking space per unit for a studio and 1-bedroom unit and 1.5 parking spaces per unit for two or three-bedroom units. The proposal includes a total of 1,956 on-site parking spaces within six (6) parking structures at an average parking ratio of 1.54 spaces per unit for market rate units, and 1.25 spaces per unit for affordable units. The following summarizes the required and proposed parking for the project: PROPOSED PARKING BY BUILDING Unit Mix State Density Bonus Cap Proposed Building 1 1 bd : 160 units 2 bd : 56 units 244 parking spaces 304 parking spaces Building 2 1 bd : 165 units 2 bd : 83 units 290 parking spaces 382 parking spaces Building 3 1 bd : 190 units 2 bd : 112 units 358 parking spaces 477 parking spaces Building 4 1 bd : 152 units 2 bd : 80 units 272 parking spaces 369 parking spaces Building 5* 1 bd : 90 units 2 bd : 45 units 3 bd : 45 units 226 parking spaces 226 parking spaces Building 6* 1 bd : 79 units 2 bd : 40 units 3 bd : 39 units 198 parking spaces 198 parking spaces Total - 1,588 parking spaces 1,956 parking spaces * The two affordable blocks include four manager units To ensure there will not be any parking issues at the project site, the applicant also submitted a parking supply study for several projects withing Orange County with a similar unit mix and the parking utilization counts at six (6) similarly situated market rate projects owned and operated by the Irvine Company using per bedroom counts. The studies show that peak parking demand for the market rate units, during each count, ranges from 0.74 to 1.08 spaces per bedroom. The project’s market rate parking ratio proposed at 1.15 spaces per bedroom exceeds the projected demand per studies. The market rate buildings have been designed to meet parking demand within its on-site parking structures. Parking utilization counts at two (2) similarly situated affordable housing projects in Anaheim show the peak parking demand during peak hour ranges from 0.67 to 0.70 spaces per bedroom. The Santa Ana site’s demand is substantially lower, ranging from 0.37 to 0.38 per bedroom, likely due to its location in the downtown area and its close proximity and walkability to transit options and employment opportunities. The proposed affordable buildings at the project are parked at 0.72 spaces per bedroom.        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 16 PARKING RATIO ASSESSMENT Unit Types Peak Parking Demand per Bedroom Proposed Parking per Bedroom Market Rate .074 – 1.08 1.15 Affordable .67 - .70 .72 In addition, approximately 85 on-street parking spaces will be available on Compass Avenue abutting the proposed development. A complete parking study of the market rate and affordable project components has been provided and included as Attachment C6. Parking Space Size The Project proposes alternative off-street parking stall dimensions. The parking stall standards, set forth in Section 9266 of the City of Tustin Municipal Code, are 19-feet long by 9-feet wide for standard spaces and 17-feet long by 8-feet wide for compact spaces. The Project’s structured parking garage spaces are designed to be standard-size spaces with a combination of 18-feet long by 8.5-feet wide parking spaces and 18-feet long by 9-feet wide parking spaces (EV charging spaces and ADA spaces are 9-feet wide). These dimensions provide sufficient space for turning movements and are consistent with standard parking dimensions in many jurisdictions including the nearby cities of Irvine and Newport Beach. In comparison, the City of Irvine allows for 18 feet by 8.5 feet spaces for long term parking; and Newport Beach allows spaces that are 17 feet long by 8.5 feet wide for residential parking. PARKING STALL DIMENSIONS Parking Stall Type City Standard – TCC 9266 Proposed Standard 19 ft. long / 9 feet wide 18 ft. long 8.5 feet wide Compact 17 ft. long / 8 feet wide None proposed ADA and EV 19 ft. long / 9 feet wide 18 ft. long 9 feet wide Construction Phasing The project is divided into two (2) phases with each phase contains one (1) of the affordable housing blocks. Phase One is inclusive of Buildings 1,2, and 5 for a total of 644 units and the 0.66-acre publicly accessible park site; Phase Two includes Buildings 3, 4, and 6 for a total of 692 units. The entire site will include three (3) swimming pools, and other amenities such as a dog park, fitness facilities and co-working spaces which will be built corresponding to each phase. Other publicly accessible amenities such as the park, cafe and one (1) of the paseos connecting the park to Tustin Ranch Road paseos will be built with Phase One and the first block of the project. The other paseos provided at mid-block with east/west connections will be built with the 2nd phase of the project.        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 17 Figure 13 Construction Phasing Plan Vesting Tentative Tract Map VTTM 19353 is a subdivision of an approximate 19.4-acre site into six (6) numbered parcels for development of the apartment buildings and one (1) letter parcel for a publicly accessible park. Also included in the map are proposed easements for sewer, water, and other utilities; non- exclusive easements for emergency vehicles and public services; and publicly accessible pedestrian walkways (paseos). TCC Section 9311g5. authorizes the Planning Commission to review and take action on Tentative Maps; however, since the proposal includes other entitlement applications that require City Council approval, VTTM 19353 is to be forwarded to City Council for concurrent consideration. Development Agreement Approval of a Development Agreement provides assurance to a project applicant and to the approving agency that, upon approval of the project, the project may proceed in accordance with existing policies, rules and regulations, and subject to conditions of approval and also ensures that the City’s desire objectives, goals, and policies are fulfilled. In addition, the Tustin Legacy Specific        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 18 Plan Section 4.2.7 requires a DA in conjunction with or prior to approval of any entitlements associated with private development. DA 2024-0003 included herewith as Exhibit A of Attachment G (Ordinance 1561) will provide for the orderly implementation of the General Plan, Tustin Legacy Specific Plan, the phased development and completion in accordance with the DDA, and certain assurances to the Developer and the City. These assurances require the cooperation and participation of the City and Developer and could not be secured without mutual cooperation in and commitment to the comprehensive planning effort that has resulted in the DA and the Specific Plan. The DA will include, but will not be limited to, the following provisions: x Public benefits x Project phasing x Timing of development as set forth in the DDA x Construction of infrastructure and public facilities x Affordable housing obligations x Maintenance agreements x Annual review of Developer’s performance, etc. Pursuant to TCC Section 9607, the Planning Commission shall consider the DA and make a recommendation thereon to the City Council. The Planning Commission shall forward its recommendation to the City Council within thirty (30) days of the time specified for the public hearing. Environmental Review On January 16, 2001, the City of Tustin certified the program FEIS/EIR for the reuse and disposal of MCAS, Tustin. On December 6, 2004, the City Council adopted Resolution No. 04-76 approving a Supplement to the FEIS/EIR for the extension of Tustin Ranch Road between Walnut Avenue and the future alignment of Valencia north loop road. On April 3, 2006, the City Council adopted Resolution No. 06-43 approving an Addendum to the FEIS/EIR and, on May 13, 2013, the City Council adopted Resolution No. 13-32 approving a Second Addendum to the FEIS/EIR. On July 5, 2017, the City Council adopted Resolution No. 17-23 approving a second Supplement to the FEIS/EIR. The FEIS/EIR, along with its addendums and supplements, is a program EIR under the California Environmental Quality Act (CEQA). The FEIS/EIR, addendums and supplementals considered the potential environmental impacts associated with development on the former MCAS, Tustin. On December 17, 2024, the City Council adopted Resolution No: 24-76 approving a third Supplement to the FEIS/EIR, which evaluated the environmental effects in conjunction with an amendment to the TLSP to implement the programs and policies of the City’s Sixth Cycle Housing Element Rezone Project, which increased residential capacity within TLSP Neighborhoods D (North and South) and G (Housing Element Sites 1A, 1B and 2). The FEIS/EIR, along with its addendums and supplements, is a program EIR under the California Environmental Quality Act (CEQA). The FEIS/EIR, addendums and supplemental considered the potential environmental impacts associated with development on the former MCAS, Tustin. Pursuant to CEQA Guidelines Section 15182 (Projects Pursuant to a Specific Plan), a residential project that is undertaken pursuant to and in conformity with a specific plan, and the specific plan’s        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 19 EIR, is exempt from CEQA. Given that the proposed uses and development complies with the TLSP regulations, as well as the intent and purpose of the Specific Plan, and the implementation of the project must comply with the Mitigation Monitoring Program of the TLSP Supplemental Final EIR, a determination of consistency is appropriate. In approving the project, the Planning Commission deems the project consistent with the Tustin Legacy Specific Plan. Other Agencies Input In compliance with State Subdivision Map Act, the City sent out letters along with a copy of the VTTM 19353 to affected agencies. At the time of finalizing this report, responses were received from the City of Irvine and Tustin Unified School District (TUSD) (Attachment D). The City of Irvine requested additional information on the number of units built in the area and TUSD noted the total number of units approved within Community Facilities District (CFD) No. 15-2. Responses were provided to the City of Irvine and TUSD. No further comments were received. Public Notice The public notice for the project was mailed to the property owners within 300-foot radius of the site. The Irvine Company also conducted their own outreach by sending a notice to all properties in the Landing project and followed up with residents that had questions on the project. The public comments received to date are included as Attachment E. CONCLUSION The proposed General Plan Conformity (GPC), Development Agreement (DA) 2024-0003, Subdivision (SUB) 2024-0004/Vesting Tentative Tract Map (VTTM) 19353, and Design Review (DR) 2024-0013, and Density Bonus request are consistent with the Tustin Legacy Specific Plan and the General Plan and would not have any significant impact to the overall development potential currently allowed. Accordingly, staff recommends that the Planning Commission approve the GPC and make a recommendation to the City Council to approve DA 2024-0013, SUB 2024-0004/VTTM 19393, and DR 2024-0013, and the Density Bonus request and related waivers of development standards.        Planning Commission Report January 14, 2025 Irvine Co. Apartments Page 20 Prepared by: ______________________________ Minoo Ashabi, Senior Project Manager Approved by: ______________________________ Jay Eastman, Assistant Director - Planning ______________________________ Justina L. Willkom, Director Attachments: A.Radius and Location Map B.Land Use Application Fact Sheet C.Submitted Entitlement Package 1. Architectural, landscape, lighting, and civil plans 2. Vesting Tentative Tract Map 19353 3. Exterior Color Palette 4. Project Description 5. Density Bonus Request 6. Parking Study D.Other Agencies Comments E.Public Comments F.Planning Commission Resolution No. 4514 – General Plan Conformity G.Planning Commission Resolution No. 4515 – DA-2024-003, VTTM 19353, DR 2024-0013 and Density Bonus x Exhibit A: Draft Ordinance No. 1561 and Development Agreement DA-2024-0003 x Exhibit B: Conditions of Approval        ƩĂĐŚŵĞŶƚ >ŽĐĂƟŽŶΘZĂĚŝƵƐDĂƉ /ƌǀŝŶĞŽ͘ƉƚƐ͘ ATTACHMENT B LAND USE APPLICATION FACT SHEET 1. LAND USE APPLICATION NUMBER(S): SUBDIVISION MAP (SUB) 2024-004/VESTING TENTATIVE TRACT MAP (VTTM) 19353, DESIGN REVIEW (DR) 2024-0013, DENSITY BONUS WAIVER REQUEST, AND DEVELOPMENT AGREEMENT (DA) 2024-0003 2. LOCATION: TUSTIN LEGACY, Planning Areas 13 and 14 of Neighborhood D 3. ADDRESS: LOTS 11, 12 AND 13, Tract 18197 4. APN(S): 430-481-002; 003; 004; AND 005 5. PREVIOUS OR CONCURRENT APPLICATION RELATING TO THIS PROPERTY: N/A 6. SURROUNDING LAND USES: WEST: (COMPASS AVE.) RESIDENTIAL (THE LANDING) NORTH: (WARNER AVE.) VACANT EAST: (COMPASS AVE.) RESIDENTIAL (AMALFI APTS.) SOUTH: (TUSTIN RANCH ROAD) COMMERCIAL, THE DISTRICT 7. SURROUNDING ZONING DESIGNATION: WEST: TUSTIN LEGACY SPECIFIC PLAN, MIXED USE URBAN NORTH: TUSTIN LEGACY SPECIFIC PLAN, MIXED USE URBAN EAST: TUSTIN LEGACY SPECIFIC PLAN, MIXED USE URBAN SOUTH: TUSTIN LEGACY SPECIFIC PLAN, COMMERCIAL 8. SURROUNDING GENERAL PLAN DESIGNATION: WEST: TUSTIN LEGACY SPECIFIC PLAN NORTH: TUSTIN LEGACY SPECIFIC PLAN EAST: TUSTIN LEGACY SPECIFIC PLAN SOUTH: TUSTIN LEGACY SPECIFIC PLAN 9. SITE LAND USE: EXISTING PROPOSED Use: VACANT RESIDENTIAL Zoning: SPECIFIC PLAN (SP) NO CHANGE General Plan: SPECIFIC PLAN (TLSP) NO CHANGE DEVELOPMENT FACTS: EXISTING PROPOSED 10. GROSS LOT AREA: 19.4-ACRES 19.4- ACRES 11. BUILDING AREA: N/A RESIDENTIAL UNITS: 0 1,336 UNITS 12. LANDSCAPE AREA: 100 SF COMMON AND 245,000 SF 100 SF PRIVATE 13. PARKING: 0 1,956 PARKING STALLS 13. TUSTIN LEGACY DEVELOPMENT SETBACKS: TUSTIN RANCH ROAD: 30 FEET MIN. WARNER AVE.: 20 FEET MIN. COMPASS AVE.: 3 FEET MIN. LEGACY ROAD: 6 FEET MIN. LOCAL ROADS: 3 FEET MIN. Attachment C1 Submitted Entitlement Package Architectural, Landscape, Lighting, and Civil Plans Click here or follow the link below to view Attachment C1 https://www.tustinca.org/DocumentCenter/View/16339/Attachmen t-C1---Entitlement-Package---Architectural-landscape-lighting- civil-plans LEGAGGCYCCRORRAOODMASTER VTTM 949.474.1960 15535 Sand Canyon Ave, Suite 100Irvine, California 92618 fuscoe.com ATTACHMENT C2 D5 D5 A 5 B5C5F5E5 G5 L5VTTM (LOT 11) 949.474.1960 15535 Sand Canyon Ave, Suite 100Irvine, California 92618 fuscoe.com H5 D 5 A5 I5 J5B5H5 VTTM (LOT 12) 949.474.1960 15535 Sand Canyon Ave, Suite 100Irvine, California 92618 fuscoe.com H5 A5 K5I5J5M5 VTTM (LOT 13) 949.474.1960 15535 Sand Canyon Ave, Suite 100Irvine, California 92618 fuscoe.com HSECTION5 ASECTION5 DSECTION5 ESECTION5 FSECTION5 ISECTION5 KSECTION5 BSECTION5 CSECTION5 GSECTION5 JSECTION5 LSECTION5 MSECTION5 SECTIONS 949.474.1960 15535 Sand Canyon Ave, Suite 100Irvine, California 92618 fuscoe.com /(*$&<5'&203$66$9(:$51(5$9( 7867,15$1&+5'       7867,1/(*$&<_%8,/',1*&2/250$7(5,$/%2$5'$'(&(0%(5 ATTACHMENT C3 /(*$&<5'&203$66$9(:$51(5$9( 7867,15$1&+5'       7867,1/(*$&<_%8,/',1*&2/250$7(5,$/%2$5'$'(&(0%(5 /(*$&<5'&203$66$9(:$51(5$9( 7867,15$1&+5'       7867,1/(*$&<_%8,/',1*&2/250$7(5,$/%2$5'$'(&(0%(5 /(*$&<5'&203$66$9(:$51(5$9( 7867,15$1&+5'       7867,1/(*$&<_%8,/',1*&2/250$7(5,$/%2$5'$'(&(0%(5 /(*$&<5'&203$66$9(:$51(5$9( 7867,15$1&+5'       7867,1/(*$&<_%8,/',1*&2/250$7(5,$/%2$5'$'(&(0%(5 /(*$&<5'&203$66$9(:$51(5$9( 7867,15$1&+5'       7867,1/(*$&<_%8,/',1*&2/250$7(5,$/%2$5'$'(&(0%(5 January 2, 2025 Ms. Minoo Ashabi Senior Project Manager Community Development City of Tustin 300 Centennial Way Tustin, CA 92780 SUBJECT: Project Description for Irvine Company’s Tustin Legacy Apartment Homes Project Dear Ms. Ashabi: Irvine Company is pleased to submit a development application for 1,336 apartment homes on a 19.4-acre site at Tustin Legacy. The Project implements the City’s previously approved Tustin Legacy Specific Plan and upholds the City’s vision for the community. This application includes a General Plan Conformity Determination, Design Review, and a Vesting Tentative Tract Map, as well as a Development Agreement, Disposition and Development Agreement, and Affordable Housing Agreement (which will be submitted upon completion of property negotiations and under separate cover). The proposed Project involves the acquisition of a 19.4-acre site from the City of Tustin and the construction of 1,336 apartment homes (inclusive of density bonus units) within six “wrap” buildings and integrated structured parking. This application would allow new apartment homes to be built on an undeveloped site that is already General Planned and zoned for housing as part of the Tustin Legacy Specific Plan. The site is located within Neighborhood D South of the Tustin Legacy Specific Plan area, which is envisioned as an active living, working, shopping, and recreational mixed-use environment. The Project is within walking distance of retail, restaurant, and recreational uses at Tustin Legacy and provides a series of paseos connecting this new community to the larger Tustin Legacy area. The Project implements the City’s vision and prioritizes high-quality architecture, landscaping, walkability, and best-in-class amenities that are typical of Irvine Company properties. 550 Newport Center Drive, Newport Beach, California 92660 | 949.720.2000 ATTACHMENT C4 Project Description The Project is for the acquisition of a 19.4-acre property (Lots 11, 12, and 13 of Tract 18197) from the City of Tustin and the construction of 1,336 apartment homes (inclusive of density bonus units) at Tustin Legacy. Six “wrap” buildings are proposed and range from four to five stories in height, with integrated parking garages concealed from exterior view. Approximately 1,956 parking spaces are proposed within access-controlled parking garages to accommodate the project’s residents and guests. A mix of one-, two- and three-bedroom homes are proposed, with unit plans ranging from 592 square feet to 1,513 square feet. Approximately 334 units in Buildings 5 and 6 would be dedicated affordable housing, plus four market rate manager units. The Project has been designed in a “modern classicism” style and complements the contemporary mix of architectural styles in the Tustin Legacy area. In addition, the Project’s larger landscaped setbacks between buildings and local streets allow Irvine Company to create a richly landscaped streetscape that accentuates building architecture and supports project walkability. Irvine Company projects invest in planting mature trees at project construction, so its residents and guests enjoy the benefits of a well-designed landscaped plan on day one. This proactive approach creates a balanced project composition and attractive streetscapes. The Project site is bound by Warner Avenue to the north, Legacy Road to the east, Tustin Ranch Road to the south, and Compass Drive to the west. The Landing, a three-story for-sale condominium community, is located to the west, and Irvine Company’s four-story Amalfi Apartment Homes community is located to the east. Density Bonus Request Irvine Company proposes 708 base residential units at the site (which is within the 896 units remaining in the Tustin Legacy Specific Plan’s unit cap for Neighborhood D 1) and an 88.75% density bonus for 1,336 homes. Nearly 50% of its base units (334 units) are proposed as affordable housing in one-, two- and three-bedroom units. Consistent with State density bonus law, the Project is proposing alternative development standards in the areas of: ●Maximum setbacks ●Private open space ●Parking stall dimensions ●Parking ratios A more detailed density bonus request has been submitted under separate cover. (1 At the time of application, 896 units were remaining in the Tustin Legacy Specific Plan’s unit cap for Neighborhood D. A City-initiated Specific Plan Amendment is pending that, if approved, will add an additional 100 units to the unit cap for a total of 996 remaining units.) 2 Affordable Housing As part of the project, Irvine Company proposes 334 units, nearly 50% of its base density bonus units, as affordable housing. The affordable units would be located within Buildings 5 and 6 on the northern portion of the project site and would be proposed in one-, two- and three-bedroom unit configurations. Of the 334 proposed affordable units, 71 units would be provided at the very low-income level and/or extremely low income level, and 263 units would be provided at the low-income level, providing more affordable housing and deeper affordability than is required by State density bonus law. The affordable units would be income-restricted and rented at affordable levels for a 55-year period. Finally, Irvine Company’s affordable housing partner, USA Properties– a recognized leader in delivering high-quality, affordable housing communities throughout the State, including Orange County– would construct and manage the program. Project Architecture The Project involves the development of six residential “wrap” buildings, which are residential units wrapped around a parking structure to conceal the parking garage component from exterior view. Proposed buildings are designed in the “modern classicism” style to complement contemporary architectural styles within the Legacy area. The project’s architectural design features tripartite massing along the street. Large openings and enhanced finishes are proposed at the base of the buildings to anchor them and provide a pedestrian scale. In contrast, the middle section of the building features symmetrical piers and extensive windows. Varying wainscots and cornices emphasize modern classical elements, create visual movement across the community's skyline, and accentuate its lobby entries. The exterior building materials include stucco, stone veneer/brick or enhanced plaster, energy-efficient vinyl windows, and decorative metalwork. Planning Framework The community's planning framework centers on an interconnected street network designed with pedestrians in mind. This approach considers the community's composition and prioritizes enhancing the user experience. 3 ●Street Network:The Project completes the existing street network between the Landing and Amalfi Apartments and extends and connects public sidewalks, landscaped parkways, and streets across the property. ●Pedestrian Network:The Project incorporates an efficient and hierarchical system of walkable sidewalks and pedestrian paseos that connect these neighborhoods to the larger Tustin Legacy area. ●Community Composition: Varied building massing and differentiation are designed to coordinate with a thoughtfully composed and richly landscaped street scene. This combined architecture and landscape framework supports the City’s goal of creating high-quality walkable communities in the Legacy area that emphasize quality architecture, materials, and a sense of place and community. ●Sense of Place:The buildings are situated around a system of interconnected courtyards, open spaces, and amenity areas, resulting in individual smaller neighborhoods within the larger overall project community. The project design intentionally frames these smaller neighborhoods through consistent architectural language, articulation, and color. Key building entries and prominent architectural elements are highlighted with distinctive materials and architectural choices. Landscape Framework The proposed landscape framework is thoughtfully composed to work together with the building architecture. The landscape approach highlights Project entry points and prominent architectural moments while creating a richly landscaped street scene using mature trees and a variety of landscape species. ●Utility Screening:The proposed landscape framework offers greater flexibility for efficiently placing above-ground utility structures while ensuring they are properly screened and landscaped. ●Wider Setbacks: Wide landscaped setbacks are provided along local streets to provide design versatility for building massing, enabling more horizontal movement along streetscapes and varied articulation of building facades. ●Mature Landscape:Wide landscaped areas also accommodate larger, mature trees, contributing to a more extensive tree canopy, providing shade, and mitigating the heat island effect. Moreover, larger landscaped setbacks create visual breaks and effective screening that complement the proposed building height and massing. 4 Open Space and Amenities The Project will provide abundant open space and recreational amenities typical of Irvine Company’s highly amenitized apartment communities. ●Park Space: The Project includes an approximately 0.66-acre fully improved park at the southeast corner of the intersection of Compass Avenue and Swaim Way, accessible to project residents and the general public. ●Paseos: Between the buildings, publicly accessible paseos are proposed. The paseos will be fully improved with walkways, landscaping, lighting, and gathering areas. These paseos connect the site to the surrounding neighborhoods and public street and sidewalk network, enabling pedestrian connectivity and walkability throughout the larger Tustin Legacy areas. ●Cafe:A 2,900-square-foot cafe is proposed and would serve the project’s residents, guests, and the general public. The cafe fronts Swaim Way at Compass Avenue and opens into the proposed neighborhood park. This area is intended as a community focal point and social gathering space. ●Outdoor Pool Area & Pavilion: Each of the three residential blocks will have its own outdoor pool, spa, and amenity area. ●Indoor Amenities: Each building also provides additional indoor shared amenity areas, such as resident areas, fitness areas, lounges, and other gathering and social spaces. ●Private Open Spaces: Private open spaces include patios for homes on the ground level and balconies or terraces for homes on the upper levels. Community Sustainability The Project includes elements that help create and promote healthy, sustainable communities, including the following: ●Walkability: The Project site is located in the heart of the Tustin Legacy neighborhood within walking distance of retail, restaurants and recreation amenities. The Project provides a series of paseos and a sidewalk system that links the site to these nearby amenities and to the area-wide sidewalk system. ●Proximity to Public Transit:The community has been planned and is situated near local bus stops on Barranca Parkway, Tustin Ranch Road, Armstrong Avenue and Warner Avenue and within approximately 1.25 miles to the Tustin Metrolink Station. 5 ●Energy Efficiency:All residential units will include large windows maximizing daylight, energy-efficient windows, LED lighting, and smart controls for heating/air conditioning. Common areas will also feature LED lighting, and EV charging stations will be placed throughout the parking garages. The parking garages will also include photovoltaics as part of California’s Green Code compliance. Irvine Company looks forward to continuing the entitlement process and partnering with the City on this exciting opportunity to deliver high-quality housing at Tustin Legacy. Sincerely, Jennifer Le Jennifer Le Senior Director 6 January 2, 2025 Ms. Minoo Ashabi Senior Project Manager Community Development City of Tustin 300 Centennial Way Tustin, CA 92780 SUBJECT: Revised Density Bonus Incentive Request for Irvine Company’s Tustin Legacy Apartment Homes Project Dear Ms. Ashabi: Irvine Company is pleased to submit to the City of Tustin a development application for 1,336 apartment homes on a 19.4-acre site at Tustin Legacy. As part of the project, Irvine Company is proposing 708 base units and an 88.75% density bonus for a total of 1,336 units. Nearly 50% of its base units (334 units) are proposed as affordable housing in one-, two- and three-bedroom unit configurations. Of the 334 proposed affordable units, 71 units would be provided at the very low and/or extremely low income levels and 263 units would be provided at the low income level, providing more affordable housing and deeper affordability than is required by State density bonus law. The affordable units would be income-restricted and rented at affordable levels for a 55-year period. Finally, the affordable housing program would be constructed and managed by Irvine Company’s affordable housing partner, USA Properties, who is a recognized leader in delivering high quality affordable housing communities throughout the State including Orange County. Irvine Company is pleased to offer much needed affordable housing as part of our Tustin Legacy Apartment Homes proposal and describes our associated density bonus request in greater detail in the attached document. Sincerely, Jennifer Le Jennifer Le Senior Director 550 Newport Center Drive, Newport Beach, California 92660 | 949.720.2000 ATTACHMENT C5 Density Bonus Request Tustin Legacy Apartment Homes Project Summary Irvine Company Apartment Development is proposing 708 “base” housing units and an 88.75% density bonus (628 density bonus units) for a total of 1,336 apartment homes on a 19.4 acre site at Tustin Legacy. 334 units are proposed as affordable housing, which constitutes 50% of the project’s 708 base units and 25% of its 1,336 total units. The affordable units are proposed in one-, two- and three-bedroom unit configurations as described in Table 1 below. Of the 334 proposed affordable units, 71 units are proposed at the very low (50% of Area Median Income (AMI)) and/or extremely low (30% of AMI) income levels and 263 units are proposed at the low income level (80% of AMI), providing more affordable housing and deeper affordability than is required by State density bonus law. Refer to Table 2. Consistent with State density bonus law provisions, Irvine Company is requesting to use alternative development standards in the areas of: ●Maximum setbacks from local roads ●Private open space ●Parking stall dimensions ●Parking ratios Table 1 Proposed Affordable Housing by Unit Type Unit type Unit Count Percent 1 bdrm 169 50% 2 bdrm 851 25% 3 bdrm 84 25% Total Affordable Units 338 units 100% 1 4 of the 85 two bedroom units are market rate manager units. Table 2 Proposed Affordable Units by Affordability Category Affordability Level Unit Count Percent Very Low Income 1 (up to 50% AMI)71 21% Low Income (up to 80% AMI)263 79% Total Affordable Units 334 units 100% Manager Units (Market Rate)4 units - Total Units 338 units - 1 A portion of these units may be offered at Extremely Low Income (30% AMI) levels, to be determined following the Tax Credit allocation process. 2 State Surplus Lands Act On May 7, 2024, the City approved Resolution 24-28 declaring the project site as exempt surplus land pursuant to California Government Code Section 54221(f)(1)(H) and the State’s draft Surplus Lands Act (SLA) Guidelines Section 103(c)(7)(C). The project proposes 1,336 total units and 25% of those units (334 units) are allocated for lower income housing in compliance with SLA requirements. State Density Bonus Law State Density Bonus law (California Government Code Sections 65915 – 65918) encourages the development of affordable housing by allowing for up to a 100% increase in project density based on the level of affordable housing provided. In addition, State law allows for waivers from local development standards and a certain number of concessions/incentives (i.e., alternative development standards) to allow for design flexibility and incentives to create affordable housing. Irvine Company is proposing 708 base units, plus 628 density bonus units, for a total of 1,336 units which equates to an 88.75% density bonus. For this level of density bonus, the project is required to provide a minimum of 24% of the 708 base units (170 units) as low income housing, plus a minimum of 10% of the 708 base units (71 units) as very low income housing. Irvine Company’s density bonus calculation utilizes the base density bonus provisions pursuant to Government Code Section 65915(b)(1)(A) and (f)(1) for a 50% density bonus and the additional “stackable” density bonus provisions in Government Code Section 65915(v) for an additional 38.75% density bonus, for an 88.75% total density bonus. Irvine Company’s affordable housing program proposes 47% (334 units) of its base units as affordable housing. This includes 263 low income units (above and beyond the 170 required for density bonus) and 71 very low/extremely low income units, providing deeper affordability than is required by density bonus law. Refer to Table 3. Table 3 Proposed Affordable Program vs. State Requirements Affordability Level Density Bonus Required Affordable Units SLA Required Affordable Units Tax Credit 1 Affordable Units Extremely Low Income (30% AMI)0 0 34 units Very Low Income (50% AMI)71 units 0 37 units Low Income (80% AMI)170 units 334 units 263 units Total 241 units 334 units 334 units 1 The proposed project will apply for tax credits; the number of very low vs. extremely low units will be finalized following the Tax Credit application and allocation process. Affordable rent levels will be established consistent with applicable state and federal laws. 3 Request for Alternative Development Standards Consistent with State Density Bonus Law provisions regarding waivers, concessions and incentives, Irvine Company is proposing alternative development standards in the following areas: ●Maximum setbacks from local roads ●Private open space ●Parking stall dimensions These alternative development standards are categorized as waivers under State Density Bonus Law. In addition, Irvine Company is using State density bonus “by right” parking ratios. Irvine Company will continue to work with the City during the entitlement review process to fully develop these requests. 1. Maximum Setbacks from Local Roads Table 3-22 of the Tustin Legacy Specific Plan (TLSP) sets forth setback requirements from Warner Avenue, Tustin Ranch Road and local roads like Compass Avenue and Legacy Avenue. For local roads, minimum and maximum setbacks are established and describe the minimum and maximum distance required between the property line/public right-of-way and a building. In addition to TLSP standards, the Tustin Legacy Design Standards applicable to Neighborhood D also recommend setbacks. The proposed project complies with setbacks for Warner Avenue and Tustin Ranch Road and complies with the TLSP minimum setbacks from local roads, but is proposing a larger maximum setback along Compass, Swaim, and Airship. Refer to Table 4. Table 4 Standard vs. Proposed Setbacks Street Type TLSP Standard (Min|Max) Design Guidelines (Min) Proposed Tustin Ranch Road 30 ft -30 ft 30 ft Warner Avenue 20 ft -20 ft 20 ft Legacy s/o Warner (west edge) 6ft -10 ft 11 ft Local Roads (e.g. Compass etc) 3ft 10 ft 3ft 9 to 21 feet Larger setbacks offer greater flexibility for efficiently placing above-ground utility structures locations while ensuring they are properly screened and landscaped. Additionally, these setbacks provide design versatility for building massing, enabling more horizontal movement along streetscapes and allowing varied articulation of building facades. They also accommodate larger, mature trees, which contribute to a more extensive tree canopy, providing shade, and lessen the heat island effect. 4 Moreover, larger landscaped setbacks create visual breaks and effective screening that complement the proposed building height and massing. 2. Private Open Space Table 3-25 of the TLSP sets forth the open space standards for residential uses within TLSP Planning Areas 8, 13 and 14 and requires 100 square feet of common open space and 100 square feet of private open space per residential unit. Private open space is required to have a minimum 4-foot width and generally refers to private yards, patios, courtyards and balconies accessible to an individual unit. Common open space generally refers to shared open space and recreation areas such as parks, open space, trails, courtyards, paseos, promenades, and indoor or outdoor amenity/recreation spaces. The proposed project will provide an abundance of open space and recreational amenities typical of Irvine Company’s highly amenitized apartment communities. ●Park Space – the Project includes an approximately 0.66-acre fully improved park accessible to project residents and the general public at the southeast corner of the intersection of Swaim Way and Compass Avenue. ●Paseos – In addition, publicly accessible paseos are proposed between the buildings and will be fully improved with walkways, landscaping, lighting and seating areas. These paseos connect the site to the surrounding neighborhoods and public street and sidewalk network, enabling pedestrian connectivity and walkability throughout the larger Tustin Legacy areas. ●Outdoor Pool Area & Clubhouse - Each of the three residential blocks will have its own private outdoor pool, spa and amenity area including an outdoor pavilion near Buildings 3 and 4. ●Indoor Amenities - Additional indoor shared amenity areas are also provided within each building such as resident areas, fitness areas, lounges, and other gathering and social spaces. ●Private Open Spaces - Private open spaces include patios for homes located at the ground level and balconies for homes located on the upper levels. With these conditions in mind the project proposes to meet the overall combined common and private open space areas as described below instead of the allocation on a per unit basis. Refer to Table 5. 5 Table 5 TLSP Standard vs Proposed Open Space TLSP Standard Proposed Common Open Space 100 SF per unit- shared facilities designated as recreational areas 133,600 SF (100 SF / Unit) 245,000 SF (183.38 SF / Unit) Private Open Space 100 SF per unit - minimum depth of 4 feet; 50 sf per unit of required open space must be provided for enclosed storage facilities. 133,600 SF (100 SF / Unit) 30,000 SF (22.45 SF / Unit) Total 267,200 SF (200 SF / Unit) 275,000 SF (206 SF / Unit) Currently, private balconies or patios are proposed for 50% of the total units. Proposed balconies range in size from 38 to 64 square feet and have a minimum depth of 5 feet (which is beyond the required 4-foot depth). Thus, while the Project does not achieve full compliance with the TLSP’s private open space/storage requirement on a per-unit basis, the project meets the open space needs of its residents through larger shared amenities (rather than individual open space areas) and complies with the City’s combined common and private open space requirements in the aggregate. 3. Parking Space Dimensions The Project proposes alternative off-street parking stall dimensions. The parking stall standards set forth in Section 9266 of the City of Tustin Municipal Code are 19-feet long by 9-feet wide for standard spaces and 17-feet long by 8-feet wide for compact spaces; refer to Table 6. The Project’s structured parking garage spaces are designed to be standard-size spaces with a combination of 18-feet long by 8.5-feet wide parking stalls and 18-feet long by 9-feet wide parking stalls. These dimensions provide sufficient space for turning movements and are consistent with standard parking dimensions in many jurisdictions including the nearby cities of Irvine and Newport Beach. (The City of Irvine allows for 18 feet by 8.5 foot spaces for long term parking and Newport Beach allows spaces that are 17 feet long by 8.6 feet wide). Table 6 Standard vs. Proposed Parking Stall Dimensions Parking Stall Type City Standard 1 Proposed Standard 19 ft long/9 ft wide 18 ft long/9 ft wide 2 18 ft long/ 8.5 ft wide Compact 17 ft long/8 ft wide - 1 Section 9266, Table 2, City of Tustin Municipal Code; 2 For Electric Vehicle and accessible parking stalls 6 4. State Density Bonus Law “By Right” Parking Ratios State Density Bonus law mandates local agencies may not apply parking ratios that exceed 1 parking space per unit for a studio or 1-bedroom unit and 1.5 parking spaces per unit for a two or three-bedroom unit. Therefore, State density bonus law parking ratios are the applicable standard in this case and require 1,588 parking stalls total. Use of these parking ratios is “by right” and is not categorized as a waiver or incentive for State density bonus law purposes. The Project provides a total of 1,956 on-site parking spaces, which is more than the number of parking stalls required by State density bonus law. Refer to Table 7. Table 7 State Standard vs. Proposed Parking Count State Density Bonus Standard Proposed Total 1,588 stalls 1,956 stalls 1 The TLSP standard is 2.25 parking stalls per unit (2 resident spaces and .25 guest spaces) for a total of 3,006 stalls. 2 State Density Bonus law mandates that a local agency may not apply parking ratios to density bonus projects that are more than 1 parking stall per unit for studio and one-bedroom units and 1.5 spaces per unit for two- and three-bedroom units. 3 Proposed parking is based on a total unit count of 1,336 units including 836 one bedroom units, 416 two bedroom units and 84 three bedroom units. Refer to Table 8. Fractional parking numbers were rounded up by building. The proposed project is designed with six buildings, each building with its own associated parking garage. Individual structured parking garages have controlled access and will serve only the residential units associated with and connected to those structures. Table 8 shows proposed parking by building. Table 8 Proposed Parking by Building Unit Mix State Density Bonus Cap Proposed Building 1 1 bd- 160 units 2 bd- 56 units 244 parking stalls 304 parking stalls Building 2 1bd- 165 units 2bd- 83 units 290 parking stalls 382 parking stalls Building 3 1bd- 190 units 2bd- 112 units 358 parking stalls 477 parking stalls Building 4 1bd- 152 units 2bd- 80 units 272 parking stalls 369 parking stalls Building 5 1bd- 90 units 2 bd- 45 units 3bd- 45 units 226 parking stalls 226 parking stalls Building 6 1 bd- 79 units 2bd- 40 units 3bd- 39 units 198 parking stalls 198 parking stalls Total -1,588 parking stalls 1,956 parking stalls 1 State Density Bonus law mandates that a local agency may not apply parking ratios to density bonus projects that are more than 1 parking stall per unit for studio and one-bedroom units and 1.5 spaces per unit for two and three-bedroom units. An applicant may request to apply a lower requirement. 7 As shown in Table 8, parking garages for all buildings provide sufficient parking to meet and in some cases exceed the State Density Bonus parking requirements for its associated units. 8 MEMORANDUM TO:Kevin Roberts, The Irvine Company Jennifer Le, The Irvine Company FROM:Patrick A. Gibson, P.E., PTOE Richard Gibson DATE:December 5, 2024 RE:Affordable Housing Parking Rate Survey Tustin Legacy Tustin, California Ref:J2157 INTRODUCTION The Irvine Company intends to develop an apartment community which will include affordable housing units in the Tustin Legacy area of the City of Tustin. This memorandum summarizes a series of parking occupancy studies carried out to determine the appropriate parking supply for the proposed Project. Over the past few months, Gibson Transportation Consulting, Inc. has conducted parking occupancy studies for both market rate and affordable apartments in Southern California. PROJECT DESCRIPTION The Irvine Company has proposed the development of a 1,336-unit residential apartment development which will include 338-units of affordable housing in the Tustin Legacy area (Project). The affordable portion of the development is proposed to be 100 percent affordable to households earning less than 80 percent of the area median income. Six “wrap” buildings are proposed with the dwelling units contained in Type III five-story buildings for the market rate units and in Type V four-story buildings for the affordable units with integrated parking garages concealed from exterior view. Approximately 1,956 parking spaces are proposed within access-controlled parking garages to accommodate residents and guests. A mix of one-, two- and three-bedroom homes are proposed, with unit plans ranging from 592 square feet to 1,513 square feet. The development site boundaries would be Warner Avenue on the north, Legacy Road on the east, Tustin Ranch Road on the south, Compass Avenue on the west. Interim east-west streets of Airship Avenue and Swaim Way would divide the Project Site into three main FF ATTACHMENT C6 Kevin Roberts Jennifer Le December 5, 2024 Page 2 development blocks, each with a shared amenity area. Each of the three blocks in the development includes two parking structures to serve a specific set of apartments. The affordable units would be located in the northerly block of the development. Figure 1 provides a draft site plan of the overall Project. The affordable portion of the community would provide 169 one-bedroom units, 85 two-bedroom units and 84 three-bedroom units for a total bedroom count of 591 bedrooms. This split of 50%/25%/25% one-, two-, and three-bedroom units focuses more heavily on one-bedroom units than many of the more recent affordable housing developments. A total of 424 on-site parking spaces are proposed to accommodate residents and visitors in a parking garage. This on-site parking supply would provide a parking ratio of 1.25 parking space per unit (0.72 spaces per bedroom in the development). The development site is located within 0.5 mile of OCTA Route 59, Route 72, and Route 86 which provide service during peak travel times. The bus routes also provide service to the existing Metrolink Transportation Center which is located less than one mile away. In terms of local services, within a quarter mile there are more than 16 restaurants, four grocery stores, a variety of retail stores and services, a financial institution, and park space. The site is connected by a network of sidewalks, paseos, and linear parks and trails that would allow residents to complete errands on foot. RESIDENTIAL PARKING PATTERNS Multi-family residential projects in general urban/suburban areas typically generate less parking demand than do single family homes. The same is true for affordable units compared to either market rate apartments or single-family homes. The Parking Generation Manual, 6th Edition published by the Institute of Transportation Engineers in 2023 documents the results of parking occupancy studies across the nation summarized by type of land use. The parking demand results for residential developments show that single-family homes generate average parking demands 13% higher than market rate apartments and 29% higher than affordable units on a space per dwelling unit basis. The national data suggests that affordable apartments generate 19% less parking demand than market rate units on a space per dwelling unit basis. A parking supply analysis of the five largest non-senior affordable projects built in Orange County from 2020 to 2024 to date is summarized in Table 1. The average number of parking spaces provided was 1.25 spaces per dwelling unit and 0.60 spaces per bedroom (excluding Finamore Place which had its higher parking supply dictated and financially supported by the City of Anaheim). This recent experience is consistent with the 424 parking stalls (1.25 sp/du and 0.72 sp/bedroom) proposed for the affordable portion of the Tustin Legacy development. Kevin Roberts Jennifer Le December 5, 2024 Page 3 RESIDENTIAL PARKING SURVEYS While the parking supply totals summarized in Table 1 display a range of parking supplies, the real test of the adequacy of a parking supply lies in the measurement of the actual usage of that parking supply. The Irvine Company commissioned Gibson Transportation to conduct parking occupancy surveys at both market rate and comparable affordable housing sites throughout Orange County to measure both the parking demand per dwelling unit and per bedroom. Survey Methodology While residential parking occupancies typically peak in the middle of the night when residents are all at home, a more comprehensive tally of parking occupancies was desired for this study. In order to record hourly parking occupancies over a multi-day time period, a combination of manual counts and continuous camera recording of inbound and outbound movements at every project driveway was utilized. The number of parked vehicles inside each of the lots/garages was counted at the start of the parking count period and the difference in inbound/outbound flows provided total parking accumulation inside the lot/garage throughout the day. The residential parking lots were counted continuously beginning at 6am and continuing for at least 48 hours. This technique allowed the peak parking demands (daytime and late night) and the movement of vehicles throughout the day to be isolated. Market Rate Housing Surveys Six market rate residential locations in Orange County were selected for study – four in Irvine and two in Newport Beach. These locations ranged in size from 245 units to 1,786 units as shown in Table 2. All the sites had parking supplies that appeared to be more than adequate to accommodate the anticipated demand, so there were no issues with spillover parking caused by inadequate on-site supplies. The six sites selected for study are all owned by The Irvine Company which made unrestricted access to the sites by the data collection crews possible. The sites had surface lots, parking structures, or a combination of both and all were built relatively recently so it was felt that these sites are representative of the type of multifamily being developed locally today. The two Newport Beach sites were counted in April, 2024 and again in the summer because they were thought to have some seasonal variations in demand that would be desirable to document. Kevin Roberts Jennifer Le December 5, 2024 Page 4 Affordable Housing Surveys The key to selecting affordable sites in Orange County was to find sites as comparable as possible to the proposed Tustin Legacy project including: Orange County Location Affordable Recent Construction Multi-story Parking Garage Open Parking (i.e., no closed parking behind individual garage doors) Driveways that Exclusively Served the Parking Supply of the Study Site Two locations in Anaheim and one in Sana Ana met the criteria listed above. These three locations range from 93 to 232 affordable units as shown in Table 3. The on-site parking supply at the three sites ranged from 102 to 325 spaces. The three selected sites are: 1. Anton Monaco at 100 N Muller Street in Anaheim 2. Finamore Place at 915 Orangewood in Anaheim 3. Legacy Square at 609 Spurgeon in Santa Ana The three selected sites were compared to the proposed Project based on the number of bedrooms per unit. Table 3 shows that the proposed Project will provide 50% of its units as one- bedroom units with the remaining units split evenly between two- and three-bedroom units. The three survey sites had larger units than the proposed Project with 72%, 53%, and 68% two- and three-bedroom units as compared to 50% at proposed Project. The larger number of multi- bedroom units would likely result in a higher parking demand per unit at the study sites because the larger apartments would typically result in more units with larger families, resulting in multiple cars per dwelling unit. Thus, parking demand rates were measured both in terms of both occupied spaces per unit as well as occupied spaces per bedroom. SURVEY RESULTS Market Rate The six market rate locations summarized in Table 2 represented a total of 4,861 dwelling units. As described above, 770 units were also counted on multiple days during the summer, bringing the total sample size to 5,631 units. Almost 94% of these 5,631 apartments were occupied during the days when the parking occupancy surveys were conducted. Kevin Roberts Jennifer Le December 5, 2024 Page 5 The six sites included a mixture of one- and two-bedroom units with one location providing some three-bedroom units. In total, the six sites represent a total of 8,566 bedrooms. Each of the individual sites was counted for at least 48 hours. The peak parking occupancy levels in Table 2 show the busiest hour of the day over the two or three days of counts. The overall parking supply at the study sites provided 11,448 parking spaces which averaged 2.03 parking spaces per dwelling unit (sp/du) and 1.34 parking spaces per bedroom (sp/br). Despite this rather high level of parking supply per unit and per bedroom, the actual peak parking demand at the sites utilized only 66% of the available demand during the busiest hour of the day. The actual peak parking demand ranged between 49% and 76% of the provided supply. The average parking demand for the 5,631 dwelling units was 1.34 spaces per du and 0.88 spaces per bedroom. The distribution of parking demand among the eight test sites ranged from 1.23 to 1.44 sp/du and 0.68 to 1.03 sp/bedroom. When the actual occupancy levels of the complexes were taken into account, the average number of occupied spaces per occupied dwelling unit was 1.42 during the busiest hour of the day (with a range of 1.30 to 1.52 occ so/occ du) and the average number of occupied spaces per occupied bedroom was 0.94 during that same peak hour of the day (with a range of 0.74 to 1.08 occ sp/occ br). These averages and ranges can be compared to the market rate portions of Tustin Legacy which will provide 1.54 spaces per dwelling unit and 1.15 spaces per bedroom. Affordable Units The three affordable housing sites most comparable to the Project were smaller than the Project (93-232 units vs. 338), but were similar in their multi-story configuration, recent construction, and parking garage format. The parking supply on the three study sites ranged from 1.10 to 1.83 sp/du as compared to 1.25 for the Project. The range for parking supply per bedroom was 0.57 to 1.03 sp/br as compared to 0.72 for the Project. The Legacy Square site in Santa Ana is located in a more urbanized location than the Anaheim sites or the Legacy site; however, it shares locational factors with the Legacy site such as general proximity to a Metrolink station and walking distance to nearby services which can both result in a lower parking demand pattern compared to more suburban sites. The parking demand results in Table 3 show the peak demand ranging from 0.72 to 1.28 sp/du with an average of 1.13 sp/du. When the actual occupancy levels are taken into account, the occupied spaces per occupied dwelling unit is 1.18 occ sp/occ du compared to the parking supply at the Project of 1.25 sp/du. Parking demand ranged from 0.37 to 0.67 sp/br resulting in an average peak demand of 0.60. With occupancy levels considered, the average peak demand would be 0.62 sp/br (with a range of 0.37 to 0.70) as compared to the Project’s supply of 0.72 sp/br. Kevin Roberts Jennifer Le December 5, 2024 Page 6 CONCLUSION Based on survey results from Orange County residential sites, parking rates for affordable dwelling units in Orange County are less than for market rate housing. A survey of over 8,500 market rate apartments in Orange County averaged 1.42 spaces per occupied dwelling unit and 0.94 spaces per occupied bedroom as compared to a parking supply of 1.54 sp/du and 1.15 sp/br for the market rate portion of the Legacy community. The proposed parking supply for the market rate portion of the Legacy development would be adequate to accommodate its peak parking demand. Six days of parking occupancy counts at the three comparable affordable housing sites showed parking demand rates per dwelling unit similar to the proposed parking ratio for the affordable portion of the Legacy community. Results showed an average of 1.18 occupied spaces per occupied dwelling unit as compared to 1.25 sp/du for the affordable development and 0.62 occupied spaces per occupied bedroom as compared to 0.72 sp/br for the affordable development. The Orange County parking demand surveys showed that the affordable parking sites averaged 10% less than market rate units on a per dwelling unit basis and 25% less on a per bedroom basis. This is similar to the results Gibson has observed in other California parking studies. Based on the parking occupancy counts from other recent and comparable affordable housing sites in Orange County, the proposed parking supply of 424 spaces would be adequate to accommodate peak parking demand of the affordable units. 67236723 5 5 5 5 5           6723672367236723672367236723672367236723 67236723 67236723672367236723672367236723 67236723672367230$,/ 0$,/ /2%%< /2%%< /2%%< /2%%</2%%< &203$&725       /2%%< /2%%<&203$66$9(18(/(*$&<52$':$51(5$9(18(7867,15$1&+52$' $,56+,3$9(18( 6:$,0:$< 3$5.DF *$5$*((175< *$5$*((175< *$5$*((175< *$5$*((175< *$5$*((175< (/(& 322/5(675220 322/(48,30(17 /2%%< (/(& (/(& $0(1,7<&$)(&2:25.,1* /2%%< /2%%<0$,/3$5&(/322/5(675220 322/(48,30(176 (/(& /2%%< (/(& (/(& (/(& 0$,//2%%<$0(1,7< (/(& (/(&/2%%< /2%%< (/(& (/(& (/(& (/(& (/(& (/(& /2%%<0$,/3$5&(/ (/(& /2%%< (/(& $0(1,7< 3((%/(5:$< 6:$,0:$< $,56+,3$9( )/,*+7:$< /$81'5< /($6,1* 0$,/3$5&(/ 322/5(675220 322/(48,30(17 /2%%< /$81'5< (/(& ),71(66/281*(&/8%5220 /2%%< $0(1,7< 6,7(6800$5< %8,/',1* 0DUNHW5DWH XQLWV3DUNLQJVSDFHVVSGXOHYHOJDUDJH %8,/',1* 0DUNHW5DWH XQLWV3DUNLQJVSDFHVVSGXOHYHOJDUDJH %8,/',1* 0DUNHW5DWH XQLWV3DUNLQJVSDFHVVSGXOHYHOJDUDJH %8,/',1* 0DUNHW5DWH XQLWV3DUNLQJVSDFHVVSGXOHYHOJDUDJH %8,/',1* $IIRUGDEOH XQLWV 3DUNLQJVSDFHVVSGXOHYHOJDUDJH %8,/',1* $IIRUGDEOH XQLWV 3DUNLQJVSDFHVVSGXOHYHOJDUDJH 727$/6,7(XQLWV $PHQLWLHVVI )RXUPDQDJHUXQLWVLQFOXGHGLQWRWDOXQLWFRXQW)LQDOORFDWLRQVRIWKHVHXQLWVZLWKLQ%XLOGLQJV WREHGHWHUPLQHG 1  7867,1/(*$&<_     29(5$//6,7(3/$1 $'(&(0%(5),*85( TABLE 1 AFFORDABLE HOUSING PARKING SUPPLIES ORANGE COUNTY CA SITES December 5, 2024 1 BR 2BR 3+ BR Total Dwelling On-site No.SP per SP per Bedrooms Units (DU)of Spaces DU Bedroom 124 165 263 1,459 552 620 1.12 0.42 42 62 40 286 144 270 1.88 0.94 48 27 27 182 102 187 1.83 1.03 30 39 24 180 93 102 1.10 0.57 89 0 0 89 89 118 1.33 1.33 2,196 1,073 1,399 1.30 0.64 2,014 971 1,212 1.25 0.60TOTAL (w/o Finamore) Legacy Square Development Santa Ana North Harbor Village Santa Ana TOTAL SIZE First Point Apartments Santa Ana Belaira Apartments Irvine SUPPLY Finamore Place Anaheim LOCATION TABLE 2 RESIDENTIAL PARKING COUNT AND RATE SUMMARY MARKET RATE ORANGE COUNTY CA SITES December 5, 2024 SUPPLY 1 BR 2BR 3+ BR Total Dwelling Occupied Occupied Occupied On-site No.SP per SP per Count Occupied Percent Occ SP per Occ SP per Occ SP per Occup SP per Bedrooms Units (DU) % DU Bedrooms of Spaces DU Bedroom Day Hour Spaces Occupied DU Bedroom Occupied DU Occup Bedroom MARKET RATE RESIDENTIAL - Tustin, CA 669 329 0 1,327 998 1,532 1.54 1.15 1.54 1.15 1.5ϰ 1.15 MARKET RATE RESIDENTIAL - Orange County, CA 879 907 - 2,693 1,786 93.7% 1,673 2,523 3,205 1.79 1.19 Tue-Thur 3-4 A 2,228 70% 1.25 0.83 1.33 0.88 939 516 - 1,971 1,455 94.1% 1,369 1,855 3,015 2.07 1.53 Tue-Thur 3-5 A 2,006 67% 1.38 1.02 1.47 1.08 201 66 - 333 267 94.8% 253 316 480 1.80 1.44 Tue-Thur 3-6 A 330 69% 1.24 0.99 1.30 1.05 349 234 - 817 583 96.2% 561 786 1,108 1.90 1.36 Tue-Thur 1-6 A 841 76% 1.44 1.03 1.50 1.07 203 232 90 937 525 92.7% 487 869 1,208 2.30 1.29 Tue-Thur 1-6 A 740 61% 1.41 0.79 1.52 0.85 203 232 90 937 525 93.9% 493 880 1,208 2.30 1.29 Tue-Thur 12 M-6 A 777 64% 1.48 0.83 1.58 0.88 51 194 0 439 245 92.6% 227 407 612 2.50 1.39 Tue-Thur 3-6 A 299 49% 1.22 0.68 1.32 0.74 51 194 0 439 245 92.6% 227 407 612 2.50 1.39 Tue-Thur 1-6 A 317 52% 1.29 0.72 1.40 0.78 8,566 5,631 93.8% 5,290 8,041 11,448 2.03 1.34 7,538 66% 1.34 0.88 1.42 0.94 NOTE [1] Assumes vacant units are proportional to the distribution of unit size. TOTAL MARKET RATE D. Westview 21100 Spectrum, Irvine E.Villas of Fashion Island 1000 San Joaquin Plaza, Newport Beach F. The Colony 5100 Colony Plaza Newport Beach E.Villas of Fashion Island 1000 San Joaquin Plaza, Newport Beach F. The Colony 5100 Colony Plaza Newport Beach PEAK PARKING RATE A. The Promenade 1100 Perlita, Irvine C. Park Place III 3395 Michelson, Irvine B.The Park 18000 Spectrum, Irvine LOCATION SIZE PEAK PARKING DEMAND Tustin Legacy TABLE 3 RESIDENTIAL PARKING COUNT AND RATE SUMMARY AFFORDABLE HOUSING ORANGE COUNTY CA SITES December 5, 2024 SUPPLY 1 BR 2BR 3+ BR Total Dwelling Occupied Occupied Occupied On-site No.SP per SP per Count Peak Occupied Percent Occ SP per Occ SP per Occ SP per Occ SP per Bedrooms Units (DU) % DU BR [1]of Spaces DU Bedroom Day Hours Spaces Occupied DU Bedroom Occup DU Occup BR 169 85 84 591 338 424 1.25 0.72 1.25 0.72 1.25 0.72 50% 25% 25% Study Sites 65 125 42 441 232 95.2% 221 420 325 1.40 0.74 Tuesday 2-5 A 296 91% 1.28 0.67 1.34 0.70 28% 54% 18%Wednesday 2-5 A 295 91% 1.27 0.67 1.34 0.70 48 27 27 182 102 95.1% 97 174 187 1.83 1.03 Tuesday 1-4 A 122 65% 1.20 0.67 1.26 0.70 47% 26% 26%Wednesday 1-5 A 117 63% 1.15 0.64 1.21 0.67 30 39 24 180 93 100.0% 93 180 102 1.10 0.57 Tuesday 2-6 A 67 66% 0.72 0.37 0.72 0.37 32% 42% 26%Wednesday 2-4 A 69 68% 0.74 0.38 0.74 0.38 803 427 96.2% 411 774 614 1.44 0.76 966 79% 1.13 0.60 1.18 0.62 NOTE [1] Assumes vacant units are proportional to the distribution of unit size.Gibson Transportation Consulting, Inc. SIZE PEAK PARKING DEMAND PEAK PARKING RATE 1. Anton Monaco 100 N Muller St., Anaheim 2. Finamore Place 915 Orangewood, Anaheim 3. Legacy Square 609 Spurgeon, Santa Ana TOTAL AFFORDABLE PROPOSED TUSTIN LEGACY LOCATION ATTACHMENT PARKING OCCUPANCY SURVEY RESULTS Parking Occupancy Survey - Anton Monaco - 100 N. Muller Street - Anaheim, CA 92801 Spaces 12:00 AM 1:00 AM 2:00 AM 3:00 AM 4:00 AM 5:00 AM 6:00 AM 7:00 AM 8:00 AM 9:00 AM 10:00 AM 11:00 AM 12:00 PM 1:00 PM 2:00 PM 3:00 PM 4:00 PM 5:00 PM 6:00 PM 7:00 PM 8:00 PM 9:00 PM 10:00 PM 11:00 PM Tuesday (10/22/24)325 284 289 293 295 296 284 257 247 190 156 141 143 133 136 134 122 144 154 172 200 241 246 259 271 87% 89% 90% 91% 91% 87% 79% 76% 58% 48% 43% 44% 41% 42% 41% 38% 44% 47% 53% 62% 74%76% 80%83% Wednesday (10/23/24)325 281 290 294 295 294 280 262 232 181 159 152 148 134 135 132 127 153 156 186 209 221 254 269 274 86% 89% 90% 91% 90% 86% 81% 71% 56% 49% 47% 46% 41% 42% 41% 39% 47% 48% 57% 64% 68%78% 83%84% Parking Occupancy Survey - Finamore Place - 915 E. Orangewood Dr - Anaheim, CA Spaces 12:00 AM 1:00 AM 2:00 AM 3:00 AM 4:00 AM 5:00 AM 6:00 AM 7:00 AM 8:00 AM 9:00 AM 10:00 AM 11:00 AM 12:00 PM 1:00 PM 2:00 PM 3:00 PM 4:00 PM 5:00 PM 6:00 PM 7:00 PM 8:00 PM 9:00 PM 10:00 PM 11:00 PM Tuesday (10/22/24)187 119 121 122 122 118 116 109 95 75 78 75 68 63 66 57 69 61 71 80 86 104 108 111 115 64% 65% 65% 65% 63% 62% 58% 51% 40% 42% 40% 36% 34% 35% 30% 37% 33% 38% 43% 46% 56%58% 59%61% Wednesday (10/23/24)187 114 117 116 116 116 115 108 94 72 66 65 61 61 59 58 56 72 67 79 80 91 100 102 109 61% 63% 62% 62% 62% 61% 58% 50% 39% 35% 35% 33% 33% 32% 31% 30% 39% 36% 42% 43% 49%53% 55%58% Parking Occupancy Survey - Legacy Square - 609 N. Spurgeon St - Santa Ana, CA Spaces 12:00 AM 1:00 AM 2:00 AM 3:00 AM 4:00 AM 5:00 AM 6:00 AM 7:00 AM 8:00 AM 9:00 AM 10:00 AM 11:00 AM 12:00 PM 1:00 PM 2:00 PM 3:00 PM 4:00 PM 5:00 PM 6:00 PM 7:00 PM 8:00 PM 9:00 PM 10:00 PM 11:00 PM Tuesday (10/22/24)102 64 64 66 67 66 66 63 54 44 45 46 44 41 40 41 40 47 46 43 41 53 58 59 61 63% 63% 65% 66% 65% 65% 62% 53% 43% 44% 45% 43% 40% 39% 40% 39% 46% 45% 42% 40% 52%57% 58%60% Wednesday (10/23/24)102 65 67 68 69 67 66 63 61 44 45 47 41 41 41 43 45 51 49 54 54 60 58 60 59 64% 66% 67% 68% 66% 65% 62% 60% 43% 44% 46% 40% 40% 40% 42% 44% 50% 48% 53% 53% 59%57% 59%58% ATTACHMENT D Community Development cityofirvine.org City of Irvine, One Civic Center Plaza, P.O. Box 19575, Irvine, California 92623-9575 949-724-6000 December 19, 2024 Minoo Ashabi, AIA City of Tustin Community Development Department mashabi@tustinca.org Subject: Vesting Tentative Tract Map (VTTM) No. 19353 located in Tustin Legacy Specific Plan – Portion of Planning Area 13 and 14; Portion of Neighborhood D South (Lots 11, 12, and 13 of Tract of 18197- APNs: 430- 481-002; 003; 004; and 005) in the City of Tustin. Minoo Ashabi: Thank you for the opportunity to review VTTM 19353 located in the Tustin Legacy Specific Plan in the City of Tustin. VTTM 19353 proposes to subdivide four (4) existing lots to six (6) number lots and one (1) lettered lot. Staff has reviewed the project and has enclosed our comments. If you have any questions, please contact me at jequina@cityofirvine.org or at 949-724-6364. Sincerely, Justin Equina Senior Planner ec: Ann Wuu, Principal Planner Lisa Thai, Principal Transportation Planner VTTM 19353 CITY OF IRVINE COMMENTS 1. Note if the residential units proposed under the VTTM is covered under the Tustin Legacy Specific Plan Amendment. 2. Identify how many units are proposed within the tract map boundary and how many units have been built in the area bounded by Airship Avenue, Helber Way, Compass Avenue, and Tustin Ranch Road? Additional comments and analysis may be forthcoming based on the information provided. 3. Please note that additional information for the VTTM could not be found under the City of Tustin’s development projects webpage. 1 Ashabi, Minoo From:Laura Keirstead <laurakeirstead@gmail.com> Sent:Tuesday, January 7, 2025 10:21 AM To:Ashabi, Minoo Subject:Irvine Company Tustin Legacy - DA-2024-0003, DR-2024-0013 Hi Minoo, I wanted to review the staī report and agenda for this January 14th public hearing, however I don’t see it online yet. Do you know when it will be posted or can you share it? I am supporƟve of this much needed housing. I am curious to understand the Ɵmeline of construcƟon and see the project plans. I love the park. This community is missing a playground for young kids, so I would love to see that incorporated here if there isn’t one in the TusƟn Legacy Phase II plan. Thanks for your Ɵme! Laura Keirstead (Landing Resident) ATTACHMENT E RESOLUTION NO. 4514 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TUSTIN, CALIFORNIA, DETERMINING THAT THE LOCATION, PURPOSE, AND EXTENT OF THE PROPOSED DISPOSITION OF LOTS 11, 12 AND 13 OF TRACT 18197, AN APPROXIMATELY 19.4-ACRE SITE WITHIN PLANNING AREA 13 AND 14 (NEIGHBORHOOD D) OF THE TUSTIN LEGACY SPECIFIC PLAN, FOR THE DEVELOPMENT OF 1,336 APARTMENT HOMES, A 0.66- ACRE PUBLICLY ACCESSIBLE PARK AND CAFÉ OTHER RESIDENT AMENITIES IS IN CONFORMANCE WITH THE APPROVED GENERAL PLAN AND TUSTIN LEGACY SPECIFIC PLAN The Planning Commission of the City of Tustin does hereby resolve as follows: I. The Planning Commission finds and determines as follows: A. That proper application has been submitted by Irvine Company for the construction and operation of 1,336 apartment homes that includes 334 affordable units on a 19.4-acre site. The site is currently owned by the City of Tustin within Planning Area 13 and 14 (Neighborhood D) of the Tustin Legacy Specific Plan. B. That the City wishes to dispose of Lots 11, 12 and 13 of Tract 18197, an approximately 19.4-acre site within Planning Area 13 and 14, to accommodate the development of 1,336 apartment units, a 0.66-acre publicly accessible park and café, and amenities such as three swimming pools and a network of pedestrian promenades. C. That Section 65402(a) of Government Code provides that no real property shall be disposed of until the location, purpose, and extent of the project has been reported upon by the local planning agency as to the conformity with the adopted general plan. D. The proposed disposition supports several General Plan Land Use and Housing Element goals, including the following: 1. Land Use Element Goal 1: Provide for a well-balanced land use pattern that accommodates existing and future needs for housing, commercial, and industrial land, open space and community facilities and services, while maintaining a healthy, diversified economy adequate to provide future City services. ATTACHMENT F Resolution No. 4514 Page 2 2. Land Use Element Goal 3: Ensure that new development is compatible with surrounding land uses in the community, the City’s circulation network, availability of public facilities, existing development constraints, and the City’s unique characteristics and resources. 3. Land Use Element Goal 4: Assure a safe, healthy and aesthetically pleasing community for residents and businesses. 4. Land Use Goal 6: Improve urban design in Tustin to ensure development that is both architecturally and functionally compatible, and to create uniquely identifiable neighborhoods. 5. Land Use Goal 8: GOAL 8: Ensure that necessary public facilities and services is available to accommodate development proposed on the Land Use Policy Map. 6. Land Use Goal 14: Continue to implement the Tustin Legacy Specific Plan, which maximizes the appeal of the site as a mixed use and master planned development. 7. Housing Element Goal 1: Provision of an adequate supply of housing to meet the need for a variety of housing types and the diverse socio-economic needs of all community residents commensurate with the City’s identified housing needs in the RHNA allocation. 8. Housing Element Goal 2: Promote fair housing opportunities for all people regardless of their special characteristics as protected under state and federal fair housing laws. E. That Section 65402 (a) of the Government Code authorizes the Planning Commission to determine whether the location, purpose, and extent of the proposed disposition of real property is consistent with the General Plan. F. That the general plan conformity determinations required by Government Code Section 65402(a) are not “projects” requiring environmental review pursuant to the California Environmental Quality Act. II. The Planning Commission hereby determines that the location, purpose, and extent of the disposition of Lots 11, 12 and 13 of Tract 18197 to Irvine Company for the development of 1,336 apartment homes, a 0.66-acre publicly accessible park and café, and amenities such as three swimming pools and a network of pedestrian promenades is in conformance with the approved General Plan. Resolution No. 4514 Page 3 PASSED AND ADOPTED by the Planning Commission of the City of Tustin at a regular meeting held on the 14th day of January 2025. ERIC HIGUCHI Chairperson JUSTINA L. WILLKOM Planning Commission Secretary APPROVED AS TO FORM: ___________________________ MICHAEL DAUDT Assistant City Attorney Resolution No. 4514 Page 4 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF TUSTIN ) I, JUSTINA L. WILLKOM, the undersigned, hereby certify that I am the Planning Commission Secretary of the City of Tustin, California; that Resolution No. 4514 was duly passed and adopted at a regular meeting of the Tustin Planning Commission, held on the 14th day of January 2025. PLANNING COMMISSIONER AYES: ___________________________ PLANNING COMMISSIONER NOES: ___________________________ PLANNING COMMISSIONER ABSTAINED: ___________________________ PLANNING COMMISSIONER ABSENT: ___________________________ ___________________________ JUSTINA L. WILLKOM Planning Commission Secretary RESOLUTION NO. 4515 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TUSTIN, CALIFORNIA, RECOMMENDING THAT THE TUSTIN CITY COUNCIL APPROVE DEVELOPMENT AGREEMENT 2024-0003, SUB 2024-0004 / VESTING TENTATIVE TRACT MAP 19353, DESIGN REVIEW 2024-0013, AND THE REQUEST FOR DENSITY BONUS FOR THE DEVELOPMENT OF 1,336 APARTMENT HOMES ON LOTS 11, 12, AND 13 OF TRACT 18197 WITHIN PLANNING AREA 13 and 14 (NEIGHBORHOOD D) OF THE TUSTIN LEGACY SPECIFIC PLAN. The Planning Commission of the City of Tustin does hereby resolve as follows: I. The Planning Commission finds and determines as follows: A. That a proper application has been submitted by Irvine Company for the development of 1,336 apartment homes on Lots 11, 12, and 13 of Tract 18197, currently owned by the City of Tustin within Planning Areas 13 and 14 (Neighborhood D) of the Tustin Legacy Specific Plan. B. That the development application includes the following requests: 1. Development Agreement (DA) 2024-0003 to facilitate the development and conveyance of an approximate 19.4-acre site within the boundaries of the MCAS Tustin Specific Plan. 2. Vesting Tentative Tract Map (VTTM) 19353 to subdivide an approximately 19.4- acre site into six (6) numbered lots and one (1) lettered lot for the development of 1,336 apartment homes, a 0.66-acre publicly accessible park and café, and amenities such as three swimming pools and a network of pedestrian promenades. 3. Design Review (DR) 2024-0113 for the site layout and building design of six apartment buildings, parking garages and a publicly accessible park. 4. Density Bonus to increase the density of the project and waiver/reduction to reduce the development standards to facilitate the proposed project. C. That the site is zoned as Tustin Legacy Specific Plan (SP 1) within Planning Areas 13 and 14 (Neighborhood D); and designated as Tustin Legacy Specific Plan by the Tustin General Plan. In addition, the project has been reviewed for consistency with the Air Quality Sub-element of the City of Tustin General Plan and has been determined to be consistent with the Air Quality Sub-element. D. That Tustin Legacy Specific Plan Section 4.2.7 requires all private development at Tustin Legacy to obtain a DA in accordance with Section 65864 et seq. of the Government Code and Sections 9600 to 9619 of the TCC. In compliance with Tustin City Code (TCC) Section 9611, the Tustin Planning Commission must make a recommendation on the proposed DA to the City Council. The DA can be supported by the following findings: ATTACHMENT G Resolution No. 4515 Page 2 1. The project is consistent with the objectives, policies, general land uses and programs specified in the General Plan and the Tustin Legacy Specific Plan. 2. The project is an allowable use and compatible with the uses authorized in the district in which the real property is located (Planning Areas 13 and 14) in that similar and compatible uses are constructed and envisioned within the close proximity of the project site. 3. The project is in conformity with the public necessity, public convenience, general welfare, and good land use practices in that the project would provide 1,336 apartment homes inclusive of 334 affordable units and extensive amenities providing additional options of housing types to the City’s housing stock. 4. The project will not be detrimental to the health, safety, and general welfare. The project will comply with the Tustin Legacy Specific Plan, TCC, and other regulations to ensure that the project will not be detrimental in any way. 5. The project will not adversely affect the orderly development of property in that the proposed project is orderly, well designed, and equipped with necessary infrastructure and amenities to support existing and future residents and businesses in Tustin Legacy. 6. The project will have a positive fiscal impact on the City in that the provisions of the proposed DA and conditions of approval will ensure that the project will have a positive fiscal impact on the City. E. As conditioned, the VTTM 19353 will be in conformance with the Tustin Area General Plan, Tustin Legacy Specific Plan, State Subdivision Map Act and the City’s Subdivision Code as follows: 1. That the site is located in Planning Areas 13 and 14 (Lots 11, 12 and 13 of Tract 18197) of the Tustin Legacy Specific Plan, which is designated for Mixed-Use Urban within the Tustin Legacy Specific Plan and that the proposed development as conditioned will be physically suitable for the type of development and proposed density of development; 2. The subdivider will be required to provide funding towards the project’s fair share of Tustin Legacy Backbone Infrastructure Program, which includes improvements that are required to serve new development at Tustin Legacy, including but not limited to roadway improvements; traffic and circulation mitigation to support development at Tustin Legacy; domestic and reclaimed water; sewer; telemetry systems; storm drains and flood control channels; retention and detention systems, open space and public recreational facilities and; utility backbone systems; 3. That the proposed subdivision would not have a new impact on school district facilities within the Tustin Unified School District (TUSD) or Santa Ana Unified School District (SAUSD) in that school impacts for development were considered in the MCAS Reuse Plan, which identified Resolution No. 4515 Page 3 school facility sites that will be conveyed to the TUSD by the Federal Department of Education or the City of Tustin to serve development of property at Tustin Legacy. The Tustin Legacy Specific Plan, the Final Joint Program Environmental Impact Statement/Environmental Impact Report (FEIS/EIR), its supplements and addenda, and conditions of approval of the proposed subdivision also require proof of payment of appropriate school fees as adopted by the TUSD and SAUSD prior to issuance of building permits in accordance with the City’s procedures; 4. That the design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife in their habitat; 5. The proposed subdivision is not located within a 100-year flood plain according to the Federal Emergency Management Agency map for the area (2009); 6. Adequate infrastructure to support buildout of the project, construction of public infrastructure and in-tract private drives and utility systems is required within the initial phases of development and in accordance with the approved phasing plan; and 7. That section 2.3.4 of TLSP authorizes the City Engineer to approve variations to the standard cross sections for certain roadways, proposed within the subdivision. F. Pursuant to the Tustin Legacy Specific Plan and Section 9272 of the Tustin Municipal Code, the Planning Commission finds that the location, size, architectural features, and general appearance of the proposed development will not impair the orderly and harmonious development of the area, the present or future development therein, or the occupancy as a whole. In making such findings, the Commission has considered at least the following items: 1.Height, bulk, and area of buildings. 2.Setbacks and site planning. 3.Exterior materials and colors. 4.Type and pitch of roofs. 5.Size and spacing of windows, doors, and other openings. 6.Roof structures. 7.Location, height, and standards of exterior illumination. 8.Landscaping, parking area design, and traffic circulation. 9.Location and appearance of equipment located outside an enclosed structure. 10.Location and method of refuse storage. 11.Physical relationship of proposed structures to existing structures in the neighborhood. 12.Appearance and design relationship of proposed structures to existing structures and possible future structures in the neighborhood and public thoroughfares. 13.Development Guidelines and criteria as adopted by the City Council. Resolution No. 4515 Page 4 G. That the requests for deviations in the maximum building setback to allow for additional outdoor open space uses and greater variation in the staggering of building faces along the street, a reduction in the standard parking stall dimension, and a deviation from the private outdoor space requirement are appropriate, consistent with and in compliance with density bonus law. That the proposed deviations are consistent with the intent of the established standards and the Tustin Legacy Specific Plan. H. Consistent with the Density Bonus Law that establishes parking rates for affordable housing developments, the project will exceed the amount of required parking by proposing 1,956 parking stalls. In addition, there are on street parking spaces in proximity to the apartments and publicly accessible park and café for use by the general public and guests. I. That a public hearing was duly called, noticed, and held on said application on January 14, 2025, by the Planning Commission. J.On January 16, 2001, the City of Tustin certified the Program Final Environmental Impact Statement/Environmental Impact Report (FEIS/EIR) for the reuse and disposal of MCAS Tustin. On December 6, 2004, the City Council adopted Resolution No. 04-76 approving a Supplement to the FEIS/EIR for the extension of Tustin Ranch Road between Walnut Avenue and the future alignment of Valencia North Loop Road. On April 3, 2006, the City Council adopted Resolution No. 06-43 approving an Addendum to the FEIS/EIR. And, on May, 13, 2013, the City Council adopted Resolution No. 13-32 approving a second Addendum to the FEIS/EIR. On July 5, 2017, the City Council adopted Resolution No. 17-23 approving a second Supplement to the FEIS/EIR. On December 17, 2024, the City Council adopted Resolution No: 24-76 approving a third Supplement to the FEIS/EIR, which evaluated the environmental effects in conjunction with an amendment to the TLSP to implement the programs and policies of the City’s Sixth Cycle Housing Element Rezone Project, which increased residential capacity within TLSP Neighborhoods D (North and South) and G (Housing Element Sites 1A, 1B and 2). The FEIS/EIR, along with its addendums and supplements, is a program EIR under the California Environmental Quality Act (CEQA). The FEIS/EIR, addendums and supplemental considered the potential environmental impacts associated with development on the former Marine Corps Air Station, Tustin. Pursuant to CEQA Guidelines section 15182, Projects Pursuant to a Specific Plan, a residential project that is undertaken pursuant to and in conformity with a specific plan, and the specific plan’s EIR, is exempt from CEQA. II. The Planning Commission hereby adopts Resolution No. 4515 recommending that the City Council approve DA 2024-0003, SUB 2024-0004/VTTM 19103, DR 2024-0013 (Lots 11, 12, and 13 of Tract 18197), and Density Bonus request along with the requested waivers/reductions, subject to the conditions attached hereto as Exhibit B. Resolution No. 4515 Page 5 PASSED AND ADOPTED by the Planning Commission of the City of Tustin at a regular meeting on the 14th day of January, 2025. ERIC HIGUCHI Chairperson JUSTINA L. WILLKOM Planning Commission Secretary APPROVED AS TO FORM: ___________________________ MICHAEL DAUDT Assistant City Attorney Resolution No. 4515 Page 6 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF TUSTIN ) I, JUSTINA L. WILLKOM, the undersigned, hereby certify that I am the Planning Commission Secretary of the City of Tustin, California; that Resolution No. 4515 was duly passed and adopted at a regular meeting of the Tustin Planning Commission, held on the 14th day of January 2025. JUSTINA L. WILLKOM Planning Commission Secretary ________________ Ordinance No. 1561 DA 2024-0003 Page 1 ORDINANCE NO. 1561 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA, APPROVING DEVELOPMENT AGREEMENT 2024-0003 BETWEEN THE CITY OF TUSTIN AND IRVINE COMPANY FOR THE DEVELOPMENT OF A 19.4- ACRE SITE WITHIN TUSTIN LEGACY WITH 1,336 APARTMENT HOMES INCLUDING 334 AFFORDABLE UNITS The City Council of the City of Tustin does hereby ordain as follows: SECTION 1. The City Council finds and determines as follows: A. That a proper application has been submitted by Irvine Company for the development of 1,336 apartment homes on Lots 11, 12, and 13 of Tract 18197, currently owned by the City of Tustin within Planning Areas 13 and 14 (Neighborhood D) of the Tustin Legacy Specific Plan. B. That Development Agreement (DA) 2024-0003 provides public benefits in the form of street and right-of-way dedications and easements for public sidewalks and public access, a 0.66-acre publicly accessible park and café and pedestrian paseos, 334 affordable housing units and repair/maintenance of landscaping within the project boundary and the publicly accessible common areas, as well as the donation of the Katherine Spur Property to City. C. That Tustin Legacy Specific Plan Section 4.2.7 requires all private development at Tustin Legacy to obtain a Development Agreement (DA) in accordance with Section 65864 et seq. of the Government Code and Sections 9600 to 9619 of the Tustin City Code (TCC). In compliance with TCC Section 9611, the Tustin Planning Commission must make a recommendation on the proposed DA to the City Council. D. That a public hearing was duly called, noticed, and held on said application on January 14, 2024, by the Planning Commission. The Planning Commission adopted Resolution No. 4515 recommending that the City Council approve the DA. E. That a public hearing was duly called, noticed, and held on said application on XXXX, 2025, by the City Council. F.On January 16, 2001, the City of Tustin certified the Program Final Environmental Impact Statement/Environmental Impact Report (FEIS/EIR) for the reuse and disposal of MCAS Tustin. On December 6, 2004, the City EXHIBIT A _________________ Ordinance No. 1561 DA-2024-0003 Page 2 Council adopted Resolution No. 04-76 approving a Supplement to the FEIS/EIR for the extension of Tustin Ranch Road between Walnut Avenue and the future alignment of Valencia North Loop Road. On April 3, 2006, the City Council adopted Resolution No. 06-43 approving an Addendum to the FEIS/EIR. And, on May 13, 2013, the City Council adopted Resolution No. 13-32 approving a second Addendum to the FEIS/EIR. On July 5, 2017, the City Council adopted Resolution No. 17- 23 approving a second Supplement to the FEIS/EIR. On December 17, 2024, the City Council adopted Resolution No: 24-76 approving a third Supplement to the FEIS/EIR, which evaluated the environmental effects in conjunction with an amendment to the TLSP to implement the programs and policies of the City’s Sixth Cycle Housing Element Rezone Project, which increased residential capacity within TLSP Neighborhoods D (North and South) and G (Housing Element Sites 1A, 1B and 2). The FEIS/EIR, along with its addendums and supplements, is a program EIR under the California Environmental Quality Act (CEQA). The FEIS/EIR, addendums and supplemental considered the potential environmental impacts associated with development on the former Marine Corps Air Station, Tustin. Pursuant to CEQA Guidelines section 15182, Projects Pursuant to a Specific Plan, a residential project that is undertaken pursuant to and in conformity with a specific plan, and the specific plan’s EIR, is exempt from CEQA. G. That the DA can be supported by the following findings: 1. The project is consistent with the objectives, policies, general land uses and programs specified in the General Plan and the Tustin Legacy Specific Plan in that residential uses are permitted uses within Planning Areas 13 and 14 of Neighborhood D. 2. The project is compatible with the uses authorized in the district in which the real property is located (Planning Areas 13 and 14) in that similar and compatible uses are envisioned within the close proximity of the project site. 3. The project is in conformity with the public necessity, public convenience, general welfare, and good land use practices in that the agreement incorporates public benefits in the form of street and right- of-way dedications and easements for public sidewalks and public access, a 0.66-acre publicly accessible park and café and pedestrian paseos, 334 affordable housing units and repair/maintenance of ________________ Ordinance No. 1561 DA 2024-0003 Page 3 landscaping within the project boundary and the publicly accessible common areas. 4. The project will not be detrimental to the health, safety, and general welfare in that the project will provide market rate and affordable rate apartments in an area designated for residential use. That, as conditioned, the project construction and use will not be detrimental to health, safety, and general welfare. 5. The project will not adversely affect the orderly development of property in that the existing and surrounding properties are already improved with residential development and parks. 6. The project will have a positive fiscal impact on the City in that the provisions of the proposed DA and conditions of approval will ensure that the project will have a positive fiscal impact on the City. SECTION 2. The City Manager is hereby authorized to take such actions, and execute such documents and instruments as deemed necessary or desirable to implement the terms of the DA and other documents as necessary. SECTION 3. The City Council hereby approves DA 2024-0003 attached hereto as Exhibit A and subject to final approval of the City Attorney. SECTION 4. Severability. If any section, subsection, sentence, clause, phrase, or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Tustin hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. _________________ Ordinance No. 1561 DA-2024-0003 Page 4 PASSED AND ADOPTED, at a regular meeting of the City Council for the City of Tustin on this ___ day of _____, 2025. ___________________________________ AUSTIN LUMBARD Mayor _________________________ ERICA N. YASUDA City Clerk APPROVED AS TO FORM: _________________________ DAVID E. KENDIG City Attorney STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF TUSTIN ) ORDINANCE NO. 15XX I, Erica N. Yasuda, City Clerk and ex-officio Clerk of the City Council of the City of Tustin, California, does hereby certify that the whole number of the members of the City Council of the City of Tustin is 5; that the above and foregoing Ordinance No. 1561 was duly and regularly introduced at a regular meeting of the Tustin City Council, held on XXXX, 2025, and was given its second reading, passed, and adopted at a regular meeting of the City Council held on XXXX, 2025, by the following vote: ________________ Ordinance No. 1561 DA 2024-0003 Page 5 COUNCILMEMBER AYES: ___________________________________ COUNCILMEMBER NOES: ___________________________________ COUNCILMEMBER ABSTAINED: ___________________________________ COUNCILMEMBER ABSENT: ___________________________________ COUNCILMEMBER RECUSED: ___________________________________ ERICA N. YASUDA City Clerk Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 1 City of Tustin/Irvine Company Por. Disp. Areas 2B, 2C and 8 CITY OF TUSTIN OFFICIAL BUSINESS REQUEST DOCUMENT BE RECORDED AND BE EXEMPT FROM PAYMENT OF A RECORDING FEE PER GOVERNMENT CODE 6103 AND 27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Tustin 300 Centennial Way Tustin, California 92780 Attn: City Clerk Space Above This Line Reserved for Recorder’s Use Only TUSTIN LEGACY DEVELOPMENT AGREEMENT THIS TUSTIN LEGACY DEVELOPMENT AGREEMENT (“Agreement”) is entered into effective as of the Effective Date (defined below) by and between the CITY OF TUSTIN, a California municipal corporation (“City”), and TUSTIN LEGACY ACQUISITION LLC, a Delaware limited liability company (“Developer”). The City and Developer are collectively referred to herein as the “Parties” and individually as a “Party”. RECITALS The following recitals are an integral part of this Agreement and are binding on the Parties. Capitalized terms used in these recitals shall have the meanings ascribed to such terms as set forth in Section 1.1. A. To strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the legislature of the State of California (“State”) adopted California Government Code Sections 65864, et seq. (“Development Agreement Statute”). The Development Agreement Statute authorizes the City to enter into an agreement with any person having a legal or equitable interest in real property and to provide for development of such property and to establish certain development rights therein. B. Pursuant to California Government Code Section 65451, the City has adopted the Tustin Legacy Specific Plan regulating land uses within Tustin Legacy (as the same may be amended from time to time, “Specific Plan”). Specific Plan Section 4.2.7 states: “prior to issuance of any permits or approval of any entitlements within the Specific Plan area, all private development shall first obtain a Development Agreement in accordance with Section 65864 et seq. of the Government Code and Sections 9600 to 9619 of the Tustin City Code.” Pursuant to the authorization set forth in the Development Agreement Statute, the City has enacted procedures for entering into development agreements which are contained in Tustin City Code Sections 9600 to 9619. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 2 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 C. The City and Developer intend, concurrently with the execution of this Agreement, to enter into the Tustin Legacy Disposition and Development Agreement for Portions of Disposition Areas 2B, 2C and 8, as the same may be amended from time to time (“DDA”) pursuant to which the City shall agree to sell, and Developer shall agree to buy and develop, certain real property legally described on Exhibit A attached to this Agreement (“Real Property”) and Developer shall develop a multi-family residential community upon the Real Property containing the Improvements authorized by the Existing Entitlement Approvals and the Approved Plans (as such Entitlement Approvals may be further defined, enhanced or modified pursuant to the provisions of this Agreement) which shall include development of a maximum of 1,336 multi- family Residential Units (consisting of 708 base units and 628 density bonus units) within Neighborhood D South (Planning Areas 13 and 14) of the Tustin Legacy Specific Plan, that may be developed in two Phases, with at least twenty five percent (25%) of the total Residential Units restricted as Lower Income Units, together with on-site infrastructure and a complete accompanying set of high quality amenities (“Project”) as further described in the DDA and the Affordable Housing Declaration. D. Consistent with the requirements of Government Code Sections 54220-54234 (“Surplus Land Act”) and the California Department of Housing and Community Development’s (“HCD”) Updated Surplus Land Act Guidelines dated August 1, 2024 (“SLA Guidelines”, and collectively with the Surplus Land Act, as each may be amended from time to time, the “SLA Regulations”), twenty five percent (25%) of the total number of Residential Units must be Lower Income Units. Developer recognizes that the timing of construction of the Project may be subject to regulation under the SLA Regulations as the same may be amended. To ensure compliance with the SLA Regulations, the City shall record against the Real Property, at the Close of Escrow for the Real Property, an Affordable Housing Declaration. E. Pursuant to the DDA, Developer has an equitable and/or legal interest in the Real Property in that it has the contractual right to purchase the Real Property from the City for development of the Project. F. Pursuant to California Government Code Section 65864, the Legislature has found and determined that: “(a) The lack of certainty in the approval of development projects can result in a waste of resources, escalate the cost of housing and other development to the consumer, and discourage investment in and commitment to comprehensive planning which would make maximum efficient utilization of resources at the least economic cost to the public. (b) Assurance to the applicant for a development project that upon approval of the project, the applicant may proceed with the project in accordance with existing policies, rules and regulations, and subject to conditions of approval, will strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development. (c) The lack of public facilities, including, but not limited to, streets, sewerage, transportation, drinking water, school, and utility facilities, is a serious impediment Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 3 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 to the development of new housing. Whenever possible, applicants and local governments may include provisions in agreements whereby applicants are reimbursed over time for financing public facilities.” In accordance with the legislative findings set forth in California Government Code Section 65864, the City wishes to secure the Public Benefits and attain certain public objectives that will be furthered by this Agreement. This Agreement will provide for the orderly implementation of the City of Tustin General Plan (“General Plan”), and the phased development and completion of the Project in accordance with the DDA and consistent with the General Plan, the Specific Plan, and the Affordable Housing Declaration. This Agreement will further the comprehensive planning objective contained in the General Plan, to promote an economically balanced community with complimentary and buffered land uses to include commercial, professional, multi-family and single-family development. G. The DDA, the Specific Plan and the development under the DDA and the Specific Plan require a substantial early investment of money and planning and design effort by Developer. Without the protection provided by this Agreement, uncertainty that the Project may be completed in its entirety could result in a waste of public resources, escalate the cost of public improvements, and discourage Developer’s provision of the Public Benefits or payment for those certain public improvements specified in the DDA and the Specific Plan. Developer’s participation in the implementation of the DDA and the Specific Plan will result in a number of public benefits. These benefits require the cooperation and participation of the City and Developer and could not be secured without mutual cooperation in and commitment to the comprehensive planning effort that has resulted in the DDA and the Specific Plan. H. This Agreement is intended to be, and shall be construed as, a development agreement within the meaning of the Development Agreement Statute. This Agreement is intended to augment and further the purposes and intent of the Parties in the implementation of the DDA and the Specific Plan. This Agreement, as a device for the implementation of the Existing Entitlement Approvals and the Specific Plan, will benefit the City by: eliminating uncertainty in planning for and securing the orderly development of the Project, ensuring a desirable and functional community environment; providing effective and efficient development of public facilities, infrastructure and services appropriate for the development of the Project; assuring attainment of the maximum effective utilization of resources within the City; and providing other significant public benefits to the City and its residents by otherwise achieving the goals and purposes of the Development Agreement Statute. In exchange for these benefits to the City, Developer desires to receive the assurance that it may proceed with development of the Project in accordance with the terms and conditions of this Agreement and the Applicable Rules, all as more particularly set forth herein. I. The City has determined that this Agreement and the Project are consistent with the Marine Corps Air Station-Tustin Reuse Plan, the General Plan and the Specific Plan. J. On ___________________, 2025 the Planning Commission held a public hearing on this Agreement, made certain findings and determinations with respect thereto, and recommended to the City Council of the City of Tustin that this Agreement be approved. On , 2025 the City Council held a public hearing on this Agreement, considered the Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 4 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 recommendations of the Planning Commission, and adopted Ordinance No. ______, approving this Agreement and authorizing its execution. Ordinance No. ______ was formally adopted at a second reading by the City Council on ________________, 2025. K. On _________________, 2025, the Planning Commission held a public hearing and recommended to the City Council of the City of Tustin that it approve Design Review application 2024-0013 (“Design Review”) and the Developer Tentative Tract Map pursuant to Subdivision application 2024-0004. On _________________, 2025, the City Council held a public hearing, considered the recommendations of the Planning Commission, and approved the Design Review, the Developer Tentative Tract Map, certain requested waivers for the Project pursuant to State Density Bonus Law (Gov. Code Section 65915 et seq.), and found the Project was exempt from CEQA pursuant to CEQA Guidelines Section 15182(c) and Government Code Section 65457. AGREEMENT NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. Any capitalized word or term used and specifically defined in Section 1.1 of this Agreement or elsewhere in this Agreement shall have the meaning established in this Agreement. Capitalized words or terms not defined in this Agreement shall have the definition or meaning ascribed to such word or term as provided in the DDA. The following terms when used in this Agreement shall be defined as follows: 1.1.1 “Action” is defined in Section 8.10. 1.1.2 “Administrative Amendment” is defined in Section 2.5.3. 1.1.3 “Affordable Housing Declaration” means that certain Declaration of Affordable Housing Restrictive Covenants and Regulatory Agreement to be executed by the City and Developer and Recorded against the Real Property prior to the Close of Escrow. 1.1.4 “Agreement” is defined in the introductory paragraph. 1.1.5 “Annual Review Certificate” is defined in Section 4.5. 1.1.6 “Applicable Rules” means (a) the Existing Land Use Regulations of the City; (b) the Future Rules that at the time of adoption do not Conflict with the then-effective Applicable Rules; (c) the Future Rules made applicable to the Project and/or the Real Property pursuant to Section 3.6.2 or 3.10; (d) the Existing Entitlement Approvals, and (e) any Subsequent Entitlement Approval to which the Project and/or the Real Property or development and use thereof are made subject to pursuant to the terms of this Agreement. 1.1.7 “Applications” is defined in Section 3.10.7. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 5 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 1.1.8 “Building” means each building on the Parcels containing Residential Units. 1.1.9 “Business Day(s)” means any day on which City Hall is open for business and shall specifically exclude Saturday, Sunday or a legal holiday. 1.1.10 “City” is defined in the introductory paragraph. 1.1.11 “City Manager” means Aldo E. Schindler or his successor in such capacity, or other designee as identified in writing by the City Manager. 1.1.12 “City Processing Fees” means (a) all fees and charges imposed by the City under the then-current regulations for processing applications and requests for permits, approvals, and other actions and monitoring compliance with any permits issued or approvals granted, including Plan Check and Inspection Fees and all applicable processing and permit fees to cover the reasonable cost to the City of (i) processing and reviewing applications and plans for any Entitlement Approvals, site review and approval, administrative review, and similar fees imposed to recover the City’s costs associated with processing, reviewing, and inspecting Project applications, plans and specifications; (ii) inspecting the work constructed or installed by or on behalf of Developer, and (iii) monitoring compliance with any requirements applicable to Development of the Project, and (b) all costs incurred by the City in the performance of necessary studies and reports in connection with the foregoing and its obligations under this Agreement. 1.1.13 “Claims” is defined in Section 6. 1.1.14 “Conflict” means Future Rules that would, as compared with the Existing Land Use Regulations, the Existing Entitlement Approvals, this Agreement, the DDA, the Memorandum of DDA, the Special Restrictions, the Landscape Installation and Maintenance Agreement, the Quitclaim Deed, and the Affordable Housing Declaration, that (i) would: (a) preclude compliance with or performance of any provision of this Agreement; (b) modify the land use designation or permitted uses of the Real Property; (c) impose additional obligations in connection with the reservation or dedication of land or exactions for public purposes; (d) impose an increased or additional affordable housing obligation for the Project beyond those set forth in the Affordable Housing Declaration; (e) regulate rents charged for any of the Residential Units, including without limitation, the enactment of a rental control or stabilization ordinance; or (ii) would result in a material adverse effect to the Project with respect to any of the following: (v) impose limits or controls in the rate, timing, phasing or sequencing of development of the Project or provision of utilities, (w) limit or restrict the availability of public utilities, services, infrastructure or facilities (for example, but not by way of limitation, water rights, water connection or sewage capacity rights, sewer connections, etc.) to the Project with respect to matters under the control of the City; (x) reduce or limit the density, intensity, maximum building height or size, or parking or loading spaces of the Project or any of the Buildings comprising the Project to less than that described in the Existing Entitlement Approvals, (y) limit the location of building sites, grading or other Improvements on the Real Property, or (z) require Developer to obtain additional discretionary approvals or permits from the City to develop the Project as entitled by the Existing Entitlement Approvals, excepting therefrom any Subsequent Entitlement Approval as may be required or requested by Developer; Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 6 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 1.1.15 “Costs” is defined in Section 8.10. 1.1.16 “Damages” is defined in Section 5.3. 1.1.17 “DDA” is defined in Recital C. 1.1.18 “DDA Final Certificate of Compliance” means that certain Certificate of Compliance to be issued by the City to Developer pursuant to the DDA only upon satisfaction of all conditions precedent thereto set forth in the DDA. 1.1.19 “Decision” is defined in Section 8.10. 1.1.20 “Defaulting Party” is defined in Section 5.1. 1.1.21 “Design Review” is defined in Recital K. 1.1.22 “Developer” is defined in the introductory paragraph and includes any Successors In Interest of Developer. 1.1.23 “Developer Final Tract Map” means the final vesting tract map for the Real Property (Tract Map No. 19353) which shall be substantially in the form and content required by the approved Developer Tentative Tract Map, unless otherwise approved by the City in its Governmental Capacity. The Developer Final Tract Map shall be recorded in one phase. 1.1.24 “Developer Tentative Tract Map” means the vesting tentative tract map for the Real Property (Tentative Tract Map No. 19353) approved by the City Council with respect to the Real Property prior to the Effective Date of this Agreement, as the same may be modified or amended with the approval of the City in its Governmental Capacity. 1.1.25 “Development Agreement Statute” is defined in Recital A. 1.1.26 “Development Permits” means all ministerial permits, certificates and approvals which may be required by the City or other governmental authority for the development and construction of the improvements for the Project, in each case in accordance with this Agreement, the DDA, the Applicable Rules and any required environmental mitigation, including engineering permits, grading permits, foundation permits, construction permits and building permits. 1.1.27 “District” is defined in Section 3.1.1. 1.1.28 “Effective Date” means the date that is thirty (30) days after the date of approval (second reading) by the City Council of the City’s ordinance approving this Agreement. 1.1.29 “EIR” means the Final Environmental Impact Statement/Final Environmental Impact Report for the Disposal and Reuse of MCAS Tustin (Final EIS/EIR) and Mitigation Monitoring and Reporting Program for the Final EIS/EIR adopted by the City on January 16, 2001 as subsequently modified by Supplement to the Final EIR/EIS and Addenda to the Final EIS/EIR approved by the City. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 7 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 1.1.30 “Entitlement Approvals” means (a) all discretionary land use approvals and entitlements including subdivision maps, density bonus and design review approvals as may be applicable for proposed specific uses in connection with development of the Project on the Real Property and (b) all conditions of approval legally required by the City as a condition to subdivision of the Real Property (if applicable), development of the Real Property, and construction of the Improvements in accordance with this Agreement and the DDA. Entitlement Approvals shall be comprised of the Existing Entitlement Approvals and any Subsequent Entitlement Approval. 1.1.31 “Existing Entitlement Approvals” means all Entitlement Approvals approved or issued prior to or on the Effective Date and including the following which are a matter of public record on the Effective Date: (i) approval of this Agreement (Development Agreement 2024-0002), (ii) Design Review approval, as described in Recital K, (iii) approval of the Developer Tentative Tract Map pursuant to subdivision application 2024-0004, as described in Recital K, (iv) density bonus and requests pursuant to State Density Bonus Law, as described in Recital K, and (v) upon approval by the City, the Developer Final Tract Map. 1.1.32 “Existing Impact Fees” is defined in Section 3.12.2. 1.1.33 “Existing Land Use Regulations” means the Land Use Regulations in effect on the Effective Date, including the General Plan, the City Zoning Code, the Specific Plan, development and/or design standards or guidelines, and all other ordinances, resolutions, rules, and regulations of the City governing development and use of the Real Property in the form and substance in effect as of the Effective Date, to the extent applicable to the Project; provided that the definition of Existing Land Use Regulations shall not include regulations modified through density bonus concessions, waivers and/or incentives granted as part of the Existing Entitlement Approvals. For the avoidance of doubt, to the extent the City adopts objective development or design standards or guidelines for the Specific Plan prior to the Effective Date of this Agreement, any objective and development or design standards that are inconsistent with the Project shall not be deemed “Existing Land Use Regulations” or apply to the Project. 1.1.34 “Extremely Low Income Households” means persons and families whose incomes do not exceed the qualifying limits for extremely low income families as established and amended from time to time by the Secretary of Housing and Urban Development and defined in Section 5.603(b) of Title 24 of the Code of Federal Regulations. These limits shall be published by the Department of Housing and Community Development in the California Code of Regulations as soon as possible after adoption by the Secretary of Housing and Urban Development. In the event the federal standards are discontinued, the Department of Housing and Community Development shall, by regulation, establish income limits for extremely low income households for all geographic areas of the state at 30 percent of AMI, adjusted for family size and revised annually. 1.1.35 “Final Date” is defined in Section 3.12.1(b). 1.1.36 “Force Majeure Delay” is a delay that is determined to be a Force Majeure Delay under the DDA. 1.1.37 “Future Rules” is defined in Section 3.6.2. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 8 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 1.1.38 “General Plan” is defined in Recital F. 1.1.39 “HCD” is defined in Recital D. 1.1.40 “Improvements” means all infrastructure, roads, sidewalks, Buildings, structures and other improvements to be constructed or installed on the Real Property as further defined in the DDA. 1.1.41 “Land Use Regulations” means all laws, statutes, ordinances, resolutions, codes, orders, rules, regulations and official policies of the City governing the development and use of land, including the permitted uses of the Real Property and Improvements, the density or intensity of use, subdivision requirements, timing and phasing of development, the maximum height and size of proposed Buildings, and the provisions for reservation or dedication of land for public purposes. 1.1.42 “Lower Income Household” means persons and families whose income does not exceed the qualifying limits for lower income families as established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937. The limits shall be published by the Department of Housing and Community Development in the California Code of Regulations as soon as possible after adoption by the Secretary of Housing and Urban Development. In the event the federal standards are discontinued, the Department of Housing and Community Development shall, by regulation, establish income limits for lower income households for all geographic areas of the state at eighty percent (80%) of area median income, adjusted for family size and revised annually. “Lower Income Households” includes Very Low Income Households and Extremely Low Income Households. 1.1.43 “Lower Income Units” shall mean Residential Units that are restricted to be sold or rented to Lower Income Households. 1.1.44 “Major Amendment” is defined in Section 2.5.2. 1.1.45 “Non-Defaulting Party” is defined in Section 5.1. 1.1.46 “Operating Memoranda” is defined in Section 2.5.3. 1.1.47 “Parcel” shall mean each of Lot 11, 12 and 13 and following recording of the Developer Final Tract Map, shall mean each numbered legal parcel created thereby. 1.1.48 “Party” and “Parties” are defined in the introductory paragraph. 1.1.49 “Phase” means each development and construction phase within the Real Property as shown on the Phasing Plan attached hereto as Exhibit F. 1.1.50 “Plan Check and Inspection Fees” means the portion of the City Processing Fees incurred by the City directly or by an independent contractor of the City, with respect to its provision of Plan Check and Inspection Services for the Project, which shall be billed to Developer by the City and paid by Developer to the City in accordance with Section 3.12.1(b). Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 9 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 1.1.51 “Plan Check and Inspection Services” means the services performed by City staff and its third-party inspectors, engineers, contractors and consultants, if any, to carry out and complete plan check, perform inspections, and monitor Developer compliance with the Applicable Rules, as needed for review and issuance of encroachment permits, excavation permits, grading permits, mechanical, electrical and plumbing permits and building permits requested by Developer in connection with the Project. 1.1.52 “Prevailing Party” is defined in Section 8.10. 1.1.53 “Processing Fee Deposit” is defined in Section 3.12.1. 1.1.54 “Project” is defined in Recital C. 1.1.55 “Project Fair Share Contribution” means the fair share of the Tustin Legacy Backbone Infrastructure Program to be contributed by Developer with respect to the Project as further described in the DDA and Section 3.12.3. 1.1.56 “Public Access Covenant” means that certain Public Access Covenant and Declaration of Easements and Dedications and Irrevocable Offer to Dedicate to be executed by the City and Developer and Recorded against the Real Property prior to the Close of Escrow. 1.1.57 “Public Benefit” and “Public Benefits” means those public benefits to be provided by Developer and the Project as described in Section 3.1 that comprise enforceable additional consideration to the City for this Agreement and shall include the Public Benefits Improvements as well as the donation of the Katherine Spur Property to City as legally described and depicted in Exhibit I. 1.1.58 “Public Benefits Improvements” means those improvements listed in Exhibit C to this Agreement to be constructed by Developer and includes the Publicly Accessible Common Area Improvements. 1.1.59 “Public Health Risk” is defined in Section 3.10.3. 1.1.60 “Publicly Accessible Common Area” means those portions of the Real Property generally depicted as “Publicly Accessible Common Area” on Exhibit E upon which Developer shall construct or install the Publicly Accessible Common Area Improvements, and to which the public shall be provided access pursuant to an easement on the Recorded Developer Final Tract Map, provided that from and after the Close of Escrow until the Recording of the Developer Final Tract Map, such easement shall be granted pursuant to the Covenant which shall be Recorded against the Real Property at the Close of Escrow. 1.1.61 “Publicly Accessible Common Area Improvements” means the improvements constructed or to be constructed on the Publicly Accessible Common Area including landscaping, amenities, and other improvements depicted in the Approved Plans and/or required by the Entitlement Approvals. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 10 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 1.1.62 “Real Property” means the real property described on Exhibit A and generally depicted on Exhibit B to this Agreement, which is proposed to be conveyed by the City to Developer pursuant to the terms of the DDA. 1.1.63 “Record”, “Recording”, “Recording” and “Recorded” means to record the specified instrument, or the current or past recording of the specified instrument, in the official records of Orange County, California. 1.1.64 “Recordable” means in a form suitable for Recording. 1.1.65 “Reservation of Authority” means the rights and authority excepted from the assurances and rights provided to Developer under this Agreement and reserved to the City under Section 3.10. 1.1.66 “RMA” is defined in Section 3.1.1. 1.1.67 “SLA Guidelines” is defined in Recital D. 1.1.68 “SLA Regulations” is defined in Recital D. 1.1.69 “Specific Plan” is defined in Recital B. 1.1.70 “State” is defined in Recital A. 1.1.71 “Subsequent Entitlement Approval” means each discretionary land use approval, if any, approved by the City consistent with the terms of this Agreement subsequent to the Effective Date in connection with development of the Real Property. 1.1.72 “Successors In Interest” means each and every Person having a legal or equitable interest in or to the whole of the Real Property or any portion of the Real Property. 1.1.73 “Surplus Land Act” is defined in Recital D. 1.1.74 “Tax B” means a District tax the proceeds of which shall be used by the City to fund a portion of the City essential services, including police protection services, fire protection services, ambulance and paramedic services, recreation program services, maintenance of City-owned parks, parkways and open space, flood and storm protection and street and sidewalk maintenance at Tustin Legacy. 1.1.75 “Term” is defined in Section 2.3. 1.1.76 “TUSD CFD” is defined in Section 3.3. 1.1.77 “Tustin City Code” means the municipal code of the City of Tustin. 1.1.78 “Very Low Income Household” means persons and families whose incomes do not exceed the qualifying limits for very low income families as established and amended from time to time pursuant to Section 8 of the United States Housing Act of 1937. These qualifying limits shall be published by the Department of Housing and Community Development in the Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 11 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 California Code of Regulations as soon as possible after adoption by the Secretary of Housing and Urban Development. In the event the federal standards are discontinued, the Department of Housing and Community Development shall, by regulation, establish income limits for very low income households for all geographic areas of the state at fifty percent (50%) of area median income, adjusted for family size and revised annually. “Very Low Income Households” includes Extremely Low Income Households. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit A – Legal Description of the Real Property Exhibit B – Map showing Real Property and its location Exhibit C – Public Benefits Improvements Exhibit D – Maximum Tax Burden Schedule Exhibit E – Depiction of Publicly Accessible Common Area Exhibit F –Phasing Plan Exhibit G – Boundary Landscape Area Exhibit H – Dedications Exhibit I – Katherine Spur Map and Legal Description 2. GENERAL PROVISIONS 2.1 Binding Effect of Agreement. The Real Property is hereby made subject to this Agreement. Development of the Real Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement and the Entitlement Approvals. This Agreement shall become null and void if the associated DDA is not approved and executed. 2.2 Interests in Property. The City and Developer agree that Developer’s right to acquire the Real Property pursuant to the DDA creates a sufficient legal and/or equitable interest in order to enter into this Agreement. 2.3 Term. This Agreement shall commence on the Effective Date and unless terminated, modified, or extended by circumstances set forth in this Agreement or by mutual written consent of the Parties shall terminate upon the date that is eight (8) years following the Close of Escrow with respect to the Real Property pursuant to the DDA (“Term”); provided that if the Close of Escrow does not occur prior to the Outside Closing Date set forth in the DDA then this Agreement shall terminate concurrently with DDA termination. Notwithstanding the foregoing, the Term shall be automatically extended during the term of any Force Majeure Delay, provided that the maximum extension to the Term as a result of Force Majeure Delay shall be twelve (12) months. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 12 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 2.4 Covenants Running with the Land; Assignment. The rights, interests and obligations conveyed and provided herein to Developer’s benefit are appurtenant to the Real Property, and shall constitute covenants running with the land comprising the Real Property and shall bind and inure to the benefit of all assignees, transferees and successors to the Parties. Developer shall have the right to assign this Agreement in connection with a conveyance, assignment or any other transfer of all or a portion of the Real Property without the City’s consent, provided the assignee agrees to assume all of the obligations of Developer hereunder with respect to the Real Property or transferred portion thereof. Notwithstanding the foregoing, until issuance of a Certificate of Compliance for a Parcel, no Owner shall Transfer any Parcel or portion thereof, or Improvements thereon or interest therein or Transfer Control, except in compliance with the requirements of Article 2 or Article 17 of the DDA, which provisions, and all definitions and other provisions of the DDA required to interpret and apply such provisions, shall be deemed to be incorporated into this Section 2.4 by this reference and to be in effect whether or not the DDA is then in effect or has terminated. Any purported Transfer or Transfer of Control that does not comply with the requirements of Article 2 and, if applicable, Article 17 of the DDA shall, at the election of the City, be null and void. 2.5 Amendment or Cancellation of Agreement. 2.5.1 Generally. City or Developer may propose an amendment to or cancellation, in whole or in part, of this Agreement. Any amendment or cancellation shall be by mutual consent of the Parties except as provided otherwise in this Agreement, in Government Code Section 65865.1, or in the Tustin City Code. 2.5.2 Major Amendment. Any amendment to this Agreement which affects or relates to: (a) the Term of this Agreement; (b) amendment of the uses allowed on the Real Property; (c) provisions for the reservation or dedication of land; (d) conditions, terms, restrictions or requirements for subsequent discretionary actions; (e) the density or intensity of use of the Real Property or the maximum height or square footage of proposed Buildings or other structures or improvements; (f) a material change to the design, improvement and construction standards and specifications applicable to the development of the Real Property, (g) provisions for the reservation or dedication of land or grant of any easement, (h) the conditions, terms, restrictions and requirements relating to Subsequent Entitlement Approvals of the City, (i) material revisions to Public Benefits or Public Benefits Improvements (other than to the time for performance of such Public Benefits or Public Benefits Improvements), or to monetary exactions of or contributions by Developer, shall be deemed a “Major Amendment.” A Major Amendment shall only be made following a noticed public hearing held by the Planning Commission to consider whether the amendment should be approved or denied, and, following recommendation to the City Council on the matter, the City Council shall hold a noticed public hearing to consider the request and the Planning Commission’s recommendation on the matter. At the conclusion of the public hearing, the City Council may approve, deny, or conditionally approve the amendment. Any amendment which is not a Major Amendment shall be deemed an Administrative Amendment subject to Section 2.5.3 below. The City Manager or his or her designee shall have the authority to determine if an amendment is a Major Amendment subject to this section or an Administrative Amendment subject to Section 2.5.3. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 13 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 2.5.3 Administrative Amendment and Operating Memoranda. The Parties acknowledge that refinement and further implementation of the Project may demonstrate that certain minor changes may be appropriate with respect to the details and performance of the Parties under this Agreement when a Major Amendment is not required (“Administrative Amendment”). The Parties desire to retain a certain degree of flexibility with respect to the details of the Project and with respect to those items covered in the general terms of this Agreement. If and when the Parties find that minor changes or minor adjustments are necessary or appropriate and do not constitute a Major Amendment under Section 2.5.2, they shall effectuate such minor changes or minor adjustments through a written Administrative Amendment approved in writing by Developer and the City Manager, which upon request from Developer shall be in a recordable form. Unless otherwise required by law, no such Administrative Amendment shall require prior notice or hearing, nor shall it constitute an amendment to this Agreement. The authority to enter into such Administrative Amendments is hereby delegated to the City Manager and the City Manager is hereby authorized to execute any Administrative Amendments without further Planning Commission or City Council action. However, if in the judgment of the City Manager in his or her sole discretion it is determined that a proposal is not an Administrative Amendment or that the proposed Administrative Amendment should be considered by the approval bodies of the City, the provisions of Section 2.5.2 shall apply. Furthermore, if, from time to time during the Term of this Agreement, City and Developer agree that clarifications or further understanding regarding the implementation of this Agreement are needed that do not constitute a Major Amendment or Minor Amendment are necessary or appropriate, City and Developer shall effectuate such clarifications through operating memoranda approved in writing by City and Developer (“Operating Memoranda”), which upon request from Developer may be in a recordable form. No such Operating Memoranda shall constitute an amendment to this Agreement requiring public notice or hearing and are considered ministerial clarifications. The City Manager shall have the sole discretion and authority to make determinations on behalf of City as to whether a requested clarification may be effectuated pursuant to this Section 2.5.3. The City Manager shall, upon consultation with the City Attorney as to the form of the Operating Memorandum, be authorized to execute any Operating Memoranda hereunder on behalf of City. 2.5.4 Consent to Amendments. Any Future Rule applicable pursuant to this Agreement and any amendment of the Land Use Regulations including to the General Plan, the Specific Plan or the City’s zoning ordinance, shall not require amendment of this Agreement. Instead, any such amendment shall be deemed to be incorporated into this Agreement at the time that such amendment is approved by the appropriate City decision maker, so long as such amendment is consistent with this Agreement. 2.5.5 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: (a) Expiration of the Term of this Agreement as set forth in Section 2.3; (b) Entry of a final court judgment not subject to further appeal setting aside, voiding or annulling the adoption of the City ordinance approving this Agreement; (c) The adoption of a referendum measure overriding or repealing the City ordinance approving this Agreement; Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 14 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 (d) Completion of the Project and the Public Benefits Improvements, Recording of the Developer Final Tract Map, satisfaction of all land dedication requirements, grant of all easements and dedications and grant and/or relinquishment as applicable of all other rights required to be granted by Developer on the Developer Final Tract Map as further described in the Public Access Covenant and performance of all other Public Benefits in accordance with the terms of this Agreement, the DDA, the Memorandum of DDA, the Special Restrictions, the Landscape Installation and Maintenance Agreement, the Entitlement Approvals, the Affordable Housing Declaration, the Public Access Covenant, and the Applicable Rules, including issuance of all required occupancy permits and acceptance by the City or applicable public agency of all required public improvements and dedications, and the City issuance of a DDA Final Certificate of Compliance;1 (e) Due to termination by the City in accordance with Sections 4.4, 5 or 8.12 of this Agreement; or (f) Upon mutual written agreement of the City and Developer. Termination of this Agreement shall not constitute termination of any other Entitlement Approvals for the Real Property. Upon the termination of this Agreement, no Party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. 2.6 Notices, Demands and Communications between the Parties. All notices, demands, consents, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed conclusively to have been duly given (a) when hand delivered to the other Party; (b) three (3) Business Days after such notice has been sent by U.S. Postal Service via certified mail, return receipt requested, postage prepaid, and addressed to the other Party as set forth below; (c) the next Business Day after such notice has been deposited with an overnight delivery service reasonably approved by the Parties (Federal Express, Overnite Express, United Parcel Service and U.S. Postal Service are deemed approved by the Parties), postage prepaid, addressed to the Party to whom notice is being sent as set forth below with next Business Day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider; or (d) when received by the recipient Party when sent by email to the email address set forth below; provided, however, that notices given by email shall not be effective unless either (i) a duplicate copy of such notice is promptly sent by any method permitted under this Section 2.6 other than by email (provided that the recipient Party need not receive such duplicate copy prior to any deadline set forth herein); or (ii) the receiving Party delivers a written confirmation of receipt for such notice by email or any other method permitted under this Section 2.6. Any notice given by email shall be deemed received on the next Business Day if such notice is received after 5:00 p.m. (recipient’s time) or on a non-Business Day. Unless otherwise provided in writing, all notices with respect to this Agreement shall be addressed as follows: 1NTD: List of documents to be updated when DDA finalized. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 15 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 City: City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Aldo E. Schindler Email: CityManager@tustinca.org With a copy to: Deputy City Manager – Real Property2 City of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Brian Moncrief Email: director.ed@tustinca.org And with a copy to: City Attorney Woodruff & Smart, APC 555 Anton Blvd., Suite 1200 Costa Mesa, CA 92626 Attention: David Kendig, Esq. Email: dkendig@woodruff.law And with a copy to: Hepner & Myers LLP 1241 Johnson Avenue, Suite 360 San Luis Obispo, CA 93401 Attention: Amy E. Freilich. Esq. Email: afreilich@HepnerMyers.com Developer: Kevin Roberts Senior Vice President Irvine Company Apartment Development 550 Newport Center Drive Newport Beach, CA 92660 kmroberts@irvinecompany.com Jay D’Elia Vice President and Assistant General Counsel The Irvine Company 550 Newport Center Drive Newport Beach, CA 92660 jadelia@irvinecompany.com Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 16 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 And with a copy to: Holland & Knight LLP 560 Mission Street, Suite 1900 San Francisco, CA 94105 Attention: David L. Preiss david.preiss@hklaw.com Any Party may by written notice to the other Party in the manner specified in this Agreement change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its notices, but notice of a change of address shall also with respect to the City be delivered to the City Clerk. Neither Party shall refuse or reject delivery of any notice given in accordance with this Section 2.6. 3. DEVELOPMENT OF THE REAL PROPERTY 3.1 Public Benefits. This Agreement provides assurances and Developer with vested rights (but not the obligation) to develop the Project in accordance with the Applicable Rules and this Agreement, and subject to the City’s Reservation of Authority. The Parties believe that such orderly development of the Project will provide the benefits to the City and additional regional public benefits including but not limited to: (i) new housing opportunities (including affordable housing in an amount of twenty-five percent (25%) of the total Residential Units restricted as Lower Income Units) in immediate adjacency to employment, (ii) increased tax revenues, (iii) installation of on-site and off-site improvements, and (iv) creation and retention of jobs. In addition, Developer will provide the following additional Public Benefits which constitute specific additional consideration for this Agreement for the benefit of the City. 3.1.1 Community Facilities District. The City has previously established Community Facilities District 18-01 with a Tax B component to pay for various essential services at Tustin Legacy (“District”). Prior and as a condition to the Close of Escrow and as further set forth in the DDA, the City, by action of the City Council, intends to form CFD 18-01 Zone 3, which shall include the Real Property and Improvements for purposes of providing maintenance and to thereby annex the Real Property and future Improvements into the District and to adopt a rate and method of apportionment for the improvement area (“RMA”) for CFD 18-01 Zone 3. When the new improvement area is formed, the District shall impose a tax and lien upon the Real Property in accordance with the terms of the instruments governing the District, the RMA and the requirements of the DDA. At the time of annexation into the District, the Real Property and Market Rate Project Improvements and Affordable Project Improvements will be de-annexed from existing City CFD 13-01. During the Term, Developer and the City shall adhere to all terms and conditions in the DDA governing the District, including but not limited to, the formation and operation thereof, annexation of the Property into the District, and Developer shall pay when due any assessments and/or special assessments imposed by the District. In addition to the remedies imposed pursuant to this Agreement in favor of the City, the City shall have the right to withhold building permits with respect to the Project if Developer fails to timely comply with its obligations with respect to the District set forth in this Agreement or the DDA. 3.1.2 Katherine Spur Property. Within sixty (60) days following written notice and demand from the City to Developer but no earlier than the Close of Escrow under the DDA, Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 17 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 Developer shall cause The Irvine Company, a Delaware limited liability company (as successor to The Irvine Company, a Delaware corporation), as owner (“Grantor”) to grant or make an irrevocable offer of dedication to the City, at the City’s sole election, at no cost or charge to the City, all of its right, title and interest in and to approximately 5.606 acres of former railroad right- of-way generally described as Orange County Assessor’s Parcel Number(s) 432-260-01, 432-291- 45, and 432-371-44, as legally described and generally depicted in Exhibit I attached hereto (“Katherine Spur Property”) for parks, open space, trails or other uses agreeable to both parties. The Katherine Spur Property shall be conveyed, in “as is, where is” condition, in a form mutually agreeable to Grantor and the City and approved by the City Attorney. Concurrent with the conveyance of the Katherine Spur Property, Grantor shall quitclaim its right, title and interest in that certain pipeline easement in favor of the San Diego Pipeline Company recorded April 7, 1981, in Book 14011, Page 351 of Official Records of Orange County, California affecting the Katherine Spur Property. City acknowledges and agrees that the aforementioned conveyance of the Katherine Spur Property shall be made without any representation or warranty, express or implied, by or on behalf of Grantor with respect to the physical condition or character of the Katherine Spur Property. Upon request by the City, Developer shall grant City, or its agents, any temporary license or other temporary grant of access rights to the Katherine Spur Property, as necessary to conduct inspection and investigation of the property for purposes of obtaining data and making surveys and tests. Such license or right of access shall be upon mutually agreeable terms between the City and Developer but containing similar terms and conditions as needed for the license referenced in Section 5.1 (Limited License) of the DDA as well as similar indemnity provisions as set forth in Section 5.2 of the DDA taking into account the scope, timing, and period of access. 3.2 Mutual Objectives. Development of the Project in accordance with this Development Agreement will provide for the orderly development of the Real Property in accordance with the objectives set forth in the General Plan. Moreover, a development agreement for the Project will eliminate uncertainty in planning for and securing orderly development of the Real Property, assure installation of necessary improvements, assure attainment of maximum efficient resource utilization within the City at the least economic cost to its citizens and otherwise achieve the goals and purposes established by California Government Code Section 65864. Additionally, although development of the Project in accordance with this Agreement will constrain the City’s land use or other relevant police powers, this Agreement provides the City with sufficient reserved powers during the Term to remain responsible and accountable to its residents. In exchange for these and other benefits to the City, Developer will receive assurance that the Project may be developed during the Term in accordance with the Applicable Rules, Entitlement Approvals and Reservation of Authority, subject to the terms and conditions of this Agreement. 3.3 TUSD District Assessments. Nothing in this Agreement shall modify or waive the obligation of Developer to pay when due all taxes and assessments imposed on the Real Property and Improvements pursuant to the authority of the County assessor, including any and all Tustin Unified School District Assessments, including any Level 1 fees imposed on Developer by the school district. Developer acknowledges that TUSD has imposed CFD 15-2 (“TUSD CFD”) upon portions of Tustin Legacy which is applicable to the Real Property and will continue to be applicable to the Real Property and payable by Developer following the Close of Escrow pursuant to the DDA. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 18 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 3.4 Applicability of the Agreement. This Agreement does not: (a) grant density or intensity in excess of that otherwise established in the Existing Entitlement Approvals; (b) eliminate future discretionary actions relating to the Project that are either required by the Applicable Rules or requested by Developer pursuant to applications initiated and submitted by Developer after the Effective Date; (c) guarantee that Developer will receive any profits from the Project; (d) amend the DDA, the Specific Plan or the General Plan; (e) except as specifically set forth in Section 3.6 and 3.10, protect Developer, the Project, the Improvements or the Real Property from the applicability of any Future Rules imposed pursuant to the City’s Reservation of Authority or adopted by the City and that are not at the time of adoption in Conflict with the then- applicable Existing Land Use Regulations; or (f) protect Developer, the Project or the Real Property from the applicability of any increases in development fees or the City Processing Fees. 3.5 Agreement and Assurance on the Part of Developer. In consideration for the City entering into this Agreement, and as an inducement for the City to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the premises, purposes and intentions set forth in this Agreement, Developer hereby agrees as follows: 3.5.1 Project Development. Developer agrees that it will use commercially reasonable efforts, in accordance with its own business judgment and taking into account market conditions and economic considerations, to undertake any development of the Project in accordance with the terms and conditions of the DDA, this Agreement and the Existing Entitlement Approvals. 3.5.2 Additional Obligations of Developer as Consideration for this Agreement. In addition to the obligations identified in Section 3.1, the development assurances provided by this Agreement and the resulting construction of the Project will result in the following: (a) Construction of the Horizonal Improvements, the Vertical Improvements and the Public Benefits consistent with this Agreement, the Applicable Rules, the Entitlement Approvals, the Approved Plans and the DDA, including in accordance with the Schedule of Performance. (b) Construction of all Improvements identified in the DDA in accordance with the Schedule of Performance and this Agreement. (c) Completion of all Public Benefits Improvements identified on Exhibit C in accordance with the Schedule of Performance and this Agreement. (d) Compliance with the DDA, the Applicable Rules, State and federal law, all mitigation measures, including measures imposed pursuant to CEQA, all Development Permits and all conditions of approval associated with the foregoing. (e) Payment of all required development related fees as set forth in the DDA and this Agreement. 3.6 Agreement and Assurances on the Part of the City. In consideration for Developer entering into this Agreement, and as an inducement for Developer to obligate itself to carry out Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 19 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 the covenants and conditions set forth in this Agreement, and in order to effectuate the purpose of this Agreement, the City hereby agrees as follows: 3.6.1 Applicable Regulations; Vested Right to Develop. Except as otherwise provided under the terms of this Agreement including the Reservation of Authority, during the Term of this Agreement, the rules, regulations, and official policies governing the Project, including the permitted uses of the Real Property, the density and intensity of use of the Real Property, the maximum height and size of proposed Buildings, the design, improvement and construction standards and specifications applicable to the Project, including any changes authorized pursuant to Section 3.6.2, and the provisions for the reservation and dedication of land as needed for public purposes, the subdivision of land and requirements for infrastructure and public improvements, and other terms and conditions of the Project, shall be the Applicable Rules, the DDA and the provisions of this Agreement. To the maximum extent permitted by law (and notwithstanding any future action of the City or its citizens, whether by ordinance, resolution, initiative or otherwise), Developer has the vested right for the Term to develop the Project in accordance with the Applicable Rules and the provisions of the DDA and this Agreement. 3.6.2 Changes Authorized by the City. Nothing in this Agreement shall preclude the City from adopting changes in the Existing Land Use Regulations or any provisions of future General Plans, specific plans, development and design standards or guidelines, zoning codes ordinances or other rules, regulations, ordinances or policies of the City (whether adopted by means of ordinance, initiative, referenda, resolution, policy, order, moratorium, or other means, adopted by the City Council, Planning Commission, or any other board, commission, agency, committee, or department of the City, or any officer or employee thereof) following the Effective Date (collectively, “Future Rules”). Provided that such changes do not Conflict with the Existing Land Use Regulations or the Existing Entitlement Approvals, such Future Rules shall be applicable to the Project and shall be deemed Applicable Rules. Notwithstanding the foregoing, a Future Rule that Conflicts with the then-effective Applicable Rules shall nonetheless apply to the Real Property and be deemed an Applicable Rule if any one of the following apply: (i) it is consented to in writing by Developer; (ii) there is a Public Health Risk as determined by the City in its Governmental Capacity in accordance with Section 3.10.3; (iii) it is required by changes in State or federal law as set forth in Section 3.10.2; (iv) it consists of revisions to or adoption of new building regulations permitted by Section 3.10.4; (v) it is a procedural regulation relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure excluding those specifically set forth in the Specific Plan or this Agreement or (vi) it is otherwise expressly permitted by this Agreement. Notwithstanding the foregoing and for the avoidance of doubt, City and Developer hereby agree that to the extent the City adopts objective development or design standards or guidelines for the Specific Plan after the Effective Date of this Agreement, any such objective and development or design standards that are inconsistent with the Project shall not be deemed “Future Rules” or apply to the Project. 3.6.3 Availability of Public Services. To the maximum extent permitted by law and consistent with its authority, the City shall use commercially reasonable efforts to assist Developer in reserving such capacity for sewer and water services as may be necessary to serve the Project, at no cost or expense to the City. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 20 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 3.7 Compliance with SLA Regulations. Consistent with the requirements of the SLA Regulations, the Parties have agreed that the City shall Record the Affordable Housing Declaration against the Real Property at the Close of Escrow, that shall require twenty-five percent (25%) of the total number of Residential Units developed on the Real Property to be restricted as Lower Income Units. Any such Lower Income Units shall remain affordable to, and occupied by, lower income households for a period of 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units shall be lower income households, and such units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of 65915 of the California Government Code. Developer acknowledges that the requirements of the Affordable Housing Declaration shall be restrictions running with the land and shall be binding upon Developer and each Successor In Interest of Developer and enforceable against Developer and each Successor In Interest of Developer who violates such restrictions and each successor-in-interest who continues the violation by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the California Government Code. The Parties acknowledge and agree that the Affordable Housing Declaration will be the same as the Affordable Housing Declaration as defined and provided in the DDA. 3.8 Timing of Development. The timing of development will be as set forth in the DDA. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the Parties’ intent to cure that deficiency by acknowledging and providing that Developer shall have the vested right to develop the Project on and with respect to the Real Property at the rate, timing, and sequencing that Developer deems appropriate within the exercise of Developer’s sole subjective business judgment, provided that such development adheres to the terms of the DDA regarding the timing of Market Rate and Affordable Housing development of the Project and is consistent with State and federal laws governing the Project, including the SLA Regulations. 3.9 Subsequent Entitlement Approvals; Changes and Amendments to Existing Entitlement Approvals. 3.9.1 The Parties acknowledge that refinement and further development of the Project may require Subsequent Entitlement Approvals and may demonstrate that changes are appropriate and desirable in the Existing Entitlement Approvals. Entitlement Approvals (except for this Agreement, the amendment process for which is set forth in Section 2.6 may be amended or modified from time to time, but only upon application by Developer or with the written consent of Developer. In the event Developer finds that a change in the Existing Entitlement Approvals is necessary or appropriate, Developer shall apply for a Subsequent Entitlement Approval to effectuate such change and the City shall process and act on such application in accordance with the Applicable Rules, except as otherwise provided by this Agreement, including the Reservation of Authority. All amendments to the Existing Entitlement Approvals and all other Subsequent Entitlement Approvals approved by the City shall automatically become part of the Applicable Rules without the necessity for amending this Agreement and the same may be further modified from time to time as provided in this Section. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 21 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 3.9.2 Effect of Agreement on Subsequent Entitlement Approvals. To the extent required, the City shall accept for processing and review and take action on all applications for Subsequent Entitlement Approvals as provided in Section 3.9. In connection with any Subsequent Entitlement Approval, the City shall exercise discretion in the same manner as it exercises its discretion under its police powers, including the Reservation of Authority; provided however, that such discretion shall not prevent development of the Project as set forth in this Agreement. 3.10 Reservation of Authority. Notwithstanding any other provision of this Agreement to the contrary, the Future Rules described in this Section 3.10 shall apply to and govern development of the Real Property and Project to the extent set forth herein. 3.10.1 Consistent Future City Regulations; Consent By Developer. Future Rules that are not, at the time of adoption, in Conflict with the then-effective Applicable Rules shall apply to and govern development of the Real Property In addition, Future Rules that Conflict with such Applicable Rules and are not otherwise made applicable pursuant to this Agreement, but are consented to by Developer shall become Applicable Rules and apply and govern development of the Real Property. 3.10.2 Overriding State and Federal Laws. The City shall not be precluded from applying Future Rules to the Real Property and the development of the Project to the extent that such Future Rules are required to be applied by State or federal laws or regulations even if such Future Rules Conflict with the then-effective Applicable Rules, provided however, that (a) Developer does not waive its right to challenge or contest the validity of such State or federal rules or regulations; and (b) such Future Rules, if they Conflict with the then effective Applicable Rules, shall only be applied to the Project and development of the Project to the extent necessary to comply with such new State or federal law or regulation. To the extent that any federal or State actions (or actions of regional and local agencies, including the City, required by federal or State law or regulation) have the effect of preventing, delaying or modifying development of the Real Property, the City shall not in any manner be liable for any such prevention, delay or modification of said development. Developer is required, at its cost and without cost to or obligation on the part of the City, to participate in such regional or local programs and to be subject to such development restrictions as may be necessary or appropriate by reason of such actions of federal or State agencies (or such actions of regional and local agencies, including the City, required by federal or State agencies). In the event State or federal laws or regulations enacted after this Agreement is entered into Conflict with the provisions in this Agreement and/or require changes in Project Approvals, each Party shall provide the other Party with a copy of such law or regulation and written notice concerning the conflict with this Agreement or the required change in Project Approvals. The Parties shall, within thirty (30) days of the first such notice, meet and confer in good faith in a reasonable attempt to modify this Agreement and/or the Project Approvals to comply with such law or regulation in the manner that is least disruptive to the vested rights and Applicable Rules in effect prior to such new law and the purpose and intent of this Agreement. 3.10.3 Public Health and Safety. Nothing in this Agreement shall preclude the City from adopting and applying Future Rules that are in Conflict with the terms of this Agreement if it is determined by the City in its Governmental Capacity and evidenced through findings adopted by the City Council that the change or provision is required in order to prevent or mitigate a Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 22 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 condition dangerous to the public health or safety if such condition presents an immediate or potential material threat to the public health or safety (a “Public Health Risk”), provided, however, that: (a) any such Future Rule is tailored narrowly to address the Public Health Risk and protect health and safety; and (b) that before imposing any Future Rule on the Real Property or the Project based on a Public Health Risk, the City must first provide Developer with written notice of the Public Health Risk upon which the imposition of such Future Rule is based, and if the Public Health Risk is a matter that is capable of cure by Developer, Developer responds in writing within fifteen (15) days confirming that Developer will correct such Public Health Risk and describing the means of such correction, and City concurs in writing, as determined in its Governmental Discretion that such correction will resolve the Public Health Risk and thereafter Developer promptly and diligently pursues such correction to completion, such Future Rule shall no longer be applicable to the Real Property or the Project and City shall take no further action based thereon unless Developer fails to complete such correction in a prompt and diligent manner or the means of correction taken by Developer fails to cure the Public Health Risk. Developer retains the right to administratively dispute the existence of any Public Health Risk or any Future Rule based thereon, but waives the right to challenge the same by way of any legal proceedings. The provisions of this Section 3.10.3 do not apply to any measure adopted by initiative or referendum. 3.10.4 Uniform Construction Codes and Regulations. Policies and rules governing engineering and construction standards and specifications applicable to public and private improvements, including all uniform codes adopted by the City and any local amendments to those codes adopted by the City in the future shall apply to the Project and Real Property. 3.10.5 Police Power. Except as set forth in this Agreement, the City shall retain full rights to exercise its police powers to regulate development of the Project and Real Property following adoption of the Entitlement Approvals. In addition, procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure excluding those specifically set forth in the Specific Plan or this Agreement shall apply to the Project and the Real Property. 3.10.6 Subdivisions. Any additional subdivision, as defined in California Government Code Section 66473.7, required for the Project other than the Developer Tentative Tract Map approved with the Entitlement Approvals, shall not be approved unless a tentative map for the subdivision complies with the provisions of said Section 66473.7. This provision is included in this Agreement to comply with California Government Code Section 65867.5. 3.10.7 Subsequent Entitlement Approvals. City shall, in accordance with and to the full extent allowed by Existing Land Use Regulations, and this Agreement, promptly and diligently, commence and complete all steps necessary to act on Developer’s Subsequent Entitlement Approval applications (“Applications”), including, but not limited to: (i) accepting, making completeness determinations, and processing of each Application; (ii) if legally required, providing notice and holding public hearings on an Application; and (iii) acting on each Application. City shall not use its authority in considering, approving or conditioning any Application to revisit or change the fundamental policy decisions reflected by the Entitlement Approvals or otherwise to prevent or delay development of the Project as set forth in the Entitlement Approvals. Notwithstanding the foregoing, this Section 3.10.7 shall not prohibit the Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 23 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 City from exercising its police powers to regulate development of the Project and Real Property and if the Application proposes new uses or substantial modifications to the Project, the Applications shall be processed by the City as requests for new entitlement approvals. At such time as a Subsequent Entitlement Approval applicable to the Real Property is approved by the City, then such Subsequent Entitlement Approval shall become subject to all of the terms and conditions of this Development Agreement and shall be treated as part of the “Entitlement Approvals” under this Development Agreement. 3.10.8 Filings. Developer shall exercise reasonable efforts to file applications for Development Permits and Entitlement Approvals within the time frames and schedules as generally outlined in the DDA and shall exercise reasonable efforts to attempt to obtain Development Permits and Entitlement Approvals within the time frames identified in the DDA; provided, however, that failure solely to comply with such time frame(s) shall not be deemed to be a default under this Agreement. 3.10.9 Cooperation. The City and Developer shall cooperate in processing all applications for permits and approvals for the Project, provided, however, that such cooperation shall not include any obligation of the City to incur any un-reimbursed expense, and the City shall be entitled, subject to the terms of this Agreement, the DDA and Developer’s rights hereunder, to exercise all discretion to which it is entitled by law in processing and issuing any permits and approvals for the Project. 3.10.10 Approvals. Notwithstanding any administrative or judicial proceedings, initiative or referendum concerning any of the Entitlement Approvals, the City shall process applications for permits and approvals as provided herein to the fullest extent allowed by law and Developer may proceed at its sole risk with development of the Project pursuant to the DDA and the Applicable Rules to the fullest extent allowed by law. 3.11 CEQA. This Agreement does not modify, alter or change the City’s obligations pursuant to CEQA. Developer acknowledges that the City is required by State law to comply with CEQA in the consideration and approval of any Subsequent Entitlement Approval and/or any amendment to this Agreement. Nothing in this Agreement shall require or be construed to require CEQA review of ministerial approvals. It is agreed that, in acting on any discretionary Subsequent Entitlement Approval for the Project, the City shall rely on the CEQA approvals described in Recital K to satisfy the requirements of CEQA to the extent permissible by CEQA. In the event that any additional CEQA documentation is legally required for any discretionary Subsequent Entitlement Approval for the Project, then the scope of such documentation shall be focused, to the extent possible consistent with CEQA, on the specific subject matter of the Subsequent Entitlement Approval and the City shall conduct such CEQA review as expeditiously as possible, at Developer’s expense. Nothing herein shall restrict or limit the obligation of Developer to pay for and implement any additional mitigation measures or conditions of approval imposed as a result of such CEQA and any Subsequent Entitlement Approval process. 3.12 Fees. As of the Effective Date, the City’s administrative, processing, building, planning and new construction and other fees are set forth on the FY 24-25 Comprehensive Fee Schedule (approved by City Council Resolution No. 24-42, effective as of September 1, 2024). The term “development impact fees” as used in Section 3.12.2 does not include City Processing Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 24 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 Fees or pass-through fees from other agencies. The term “Existing Impact Fees” as used in this Agreement is a subset of the fees listed on the City’s FY 24-25 Comprehensive Fee Schedule comprising the “new construction fees” only and for purposes of this Agreement are deemed development impact fees. As of the Effective Date, there are no other development impact fees assessed by the City and the City has determined that the Project Fair Share Contribution, which is payable under this Agreement, is not a development impact fee. All other fees and charges described on the City’s FY 24-25 Comprehensive Schedule shall be deemed Processing Fees, which shall be governed by Section 3.12.1, or pass-through fees from other agencies, including transportation fees and school fees and that are administered by the City, that may be increased from time to time without restriction under this Agreement and that Developer shall pay as and when due. 3.12.1 Processing Fees and Charges. (a) The City shall have the right to charge and Developer shall be required to pay all City Processing Fees for the Project and the City has and shall retain discretion to prospectively impose and revise City Processing Fees as the City deems appropriate, in accordance with applicable law and without other restriction. Except as otherwise specifically set forth in Section 3.12.1(b), such City Processing Fees shall be paid in accordance with the procedures and at the generally applicable rates in effect at the time such City Processing Fees are due. (b) With respect to Plan Check and Inspection Services only, the City shall be entitled to charge and Developer shall reimburse the City for its costs to make available City staff, including the City Attorney, and third-party inspectors, engineers and consultants, if any, as required to complete, process, and review plans and applications, complete plan check, perform inspections, and monitor Developer compliance with the requirements of this Agreement and the Applicable Rules. Not later than ten (10) Business Days following approval by the City of this Agreement, and as a condition to the effectiveness of this Agreement, Developer shall deliver to the City in cash or cash equivalent funds, a deposit in an amount reasonably requested by the City which shall be based on the City’s estimate of staff and third-party consultant time required to complete and perform plan check and inspections (“Processing Fee Deposit”). The Processing Fee Deposit shall be deposited by the City in an account in a bank or trust company selected by the City and with no requirement that such account be interest bearing. If any interest is paid on such account, such interest shall accrue to any balances in the account for the benefit of the City. If at any time prior to the latest to occur of (i) issuance of the DDA Final Certificate of Compliance for the Real Property; (ii) the issuance of the final certificate of occupancy for a Building on Real Property; or (iii) termination of the DDA (the “Final Date”), the amount of funds in the Processing Fee Deposit account is depleted below Ten Thousand Dollars ($10,000), then Developer shall be required to pay to the City each time an additional Twenty Thousand Dollars ($20,000) or such other amount as the City may specify as required in the City’s estimation to cover the cost of Plan Check and Inspection Fees, which shall be credited to the Processing Fee Deposit. Each such payment shall be deposited by the City into the Processing Fee Deposit account and shall be applied to reduce the amount of Plan Check and Inspection Fees incurred by the City. The Processing Fee Deposit has been established to fund the Plan Check and Inspection Fees incurred by the City and may be used by the City for such purpose and shall be depleted accordingly. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 25 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 Immediately upon incurring any Plan Check and Inspection Fees or costs or receipt of an invoice from third parties for same, the City shall have the right to deduct the amounts due it on account thereof from the Processing Fee Deposit. A monthly accounting of deductions documenting staff time spent to process and review plans and applications, complete plan check, perform inspections, and monitor Developer compliance, along with documentation evidencing any other deductions from the Processing Fee Deposit shall be provided by the City to Developer. The Processing Fee Deposit shall be retained by the City until the Final Date specified above and the remaining amount of the Processing Fee Deposit then held by the City, if any, shall be returned promptly by the City to Developer, provided that the return of such funds shall not terminate the obligations of Developer to pay all City Processing Fees arising or incurred prior to the Final Date. Developer shall pay any outstanding amounts due with respect to the City Processing Fees to the City within thirty (30) calendar days following receipt of an invoice from the City therefor, provided that the City shall first apply the amount of the Processing Fee Deposit, if any, then held by it in satisfaction of such invoice, and shall reflect the amount of such credit on the invoice. 3.12.2 Development Impact Fees. Developer shall pay all Existing Impact Fees. The City shall have and retains the right to impose, and Developer shall pay, at the time of issuance of building permits for the Project unless a different timeframe is required by State law or authorized by the Existing Land Use Regulations, all Project related development impact fees, including Existing Impact Fees and future development impact fees, adopted by the City. For clarification, Developer shall pay all Existing Impact Fees at the time Developer applies for or obtains, as applicable, each building permit for the Project. The City retains discretion to prospectively impose and revise development impact fees as the City deems appropriate, in accordance with applicable law, and to adopt new development impact fees from time to time, in its sole discretion; provided, however, that the City may apply subsequently adopted development impact fees to the Project if the same are applied uniformly to development either throughout the City or the Specific Plan area, the subsequently adopted development impact fee is not applied on an ad hoc basis solely to the Project and the development impact fee does not physically prevent development of the Real Property for the uses and to the density and intensity of development set forth in this Agreement. Nothing herein shall waive Developer’s rights to challenge such additional fees. 3.12.3 Project Fair Share Contribution. Notwithstanding Section 3.12.2 or any other provision under this Agreement, the Project Fair Share Contribution (relating to the Tustin Legacy Backbone Infrastructure Program) to be contributed by Developer with respect to the Project shall be Nine Million Five Hundred Eighty Four Thousand Seven Hundred Fourteen Dollars and Fifty-Three Cents ($9,584,714.53), which shall be payable at Close of Escrow and constitutes the full, complete and final satisfaction of the Property Fair Share Contribution under the Tustin Legacy Backbone Infrastructure Program with respect to the Property and the Project and no further payment shall be owed or payable thereunder with respect thereto. Such amount shall be paid at the Close of Escrow under the DDA and shall be in addition to the Purchase Price for the Real Property pursuant to the DDA. 3.13 Dedications and Easements. Developer acknowledges and agrees that it is required (and will be required) to dedicate to the City and other public agencies on the approved Developer Final Tract Map (and if the Developer Final Tract Map has not been Recorded at or prior to the Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 26 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 Close of Escrow, in the Public Access Covenant), or in conjunction with Entitlement Approvals, certain dedications more particularly set forth on Exhibit H. 3.14 Regulation by Other Public Agencies. It is acknowledged by the Parties that other public agencies not within the control of the City, including IRWD and the Tustin Unified School District, possess authority to regulate aspects of the Project and development of the Real Property separately from or jointly with the City and this Agreement does not limit the authority of such other public agencies. The City agrees to cooperate fully, at no out-of-pocket cost to it, with Developer in obtaining any required permits or compliance with the regulations of other public agencies provided such cooperation is not in conflict with any laws, regulations or policies of the City. 3.15 Tentative Tract Map Extension. Any subdivision map, heretofore or hereafter approved in connection with development of the Real Property, shall be eligible for extensions of time as provided in Government Code Section 66452.6, except that any extension shall be consistent with any applicable performance schedule as provided or established in the DDA and shall not be deemed or considered in any way an extension of any Developer rights or obligations under the DDA. 3.16 Certain Restrictions on Building Permit Issuance; Recording of Developer Final Tract Map. Development of the Project will require approval by City of the Developer Final Tract Map. Developer acknowledges and agrees that City will not issue a building permit for any Buildings until such time as (a) the Developer Final Tract Map has been approved by City and Recorded or (b) City and Developer have entered into a Subdivision Improvement Agreement in form approved by City in its Governmental Capacity. 3.17 No Quimby Act Fees or Park Fees. Except as set forth in this Agreement, or required by the Entitlement Approvals, all fees and/or dedications required in connection with the Project pursuant to the Quimby Act, California Government Code Section 66477 are included within the Project Fair Share Contribution and Developer shall not have any additional liability on account thereof. 3.18 Compliance with Legal Requirements. Prior to the issuance of a certificate of occupancy for each Building, Developer shall satisfy all applicable requirements of the Tustin City Code, Specific Plan, and conditions of approval of the Entitlement Approvals relating to or necessary for such Building prior to the issuance of a certificate of occupancy for such Building, including compliance with the Americans with Disabilities Act and necessary Horizontal Improvements, including Common Area Improvements, to support such Building. 4. ANNUAL REVIEW 4.1 Timing and Annual Review. The City Council shall review Developer’s performance under this Agreement at least every twelve (12) months from the Effective Date until expiration of the Agreement. In connection with such review, both the City and Developer shall have a reasonable opportunity to assert matters which either believes have not been undertaken in accordance with this Agreement, to explain the basis for such assertion, and to receive from the other Party a justification of its position on such matters. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 27 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 4.2 Review Procedure. The City shall provide notice to Developer and deliver to Developer a copy of all public staff reports, documents and related exhibits concerning the City’s review of Developer’s performance hereunder at least thirty (30) calendar days prior to any date proposed for City Council review of performance under the Agreement. 4.3 Good Faith Compliance. Developer or its Successor in Interest shall demonstrate good faith compliance with the terms of this Agreement and shall furnish evidence of good faith compliance, as the City, in its reasonable exercise of its discretion, may require. Evidence of good faith compliance may include the following: (a) conformance with the DDA including the Scope of Development and Schedule of Performance; (b) conformance with the requirements of the Specific Plan; (c) conformance with provisions of this Agreement identified by the City; and (d) payment of all sums due and payable to the City pursuant to the DDA and this Agreement. 4.3.2 Response. Developer shall have the opportunity to be heard and respond to the City’s evaluation of Developer’s performance, either orally or in a written statement, at Developer’s election. 4.3.3 Non-Compliance. If, as a result of its periodic review as described in Section 4, the City Council finds and determines, on the basis of substantial evidence, that Developer has not complied in good faith with the terms or conditions of this Agreement, the City Council may commence proceedings to enforce, modify, or terminate this Agreement. 4.3.4 Referral. The City Council may refer the matter to the Planning Commission for further proceedings or for a report and recommendation. 4.4 Modification or Termination. If the City Council determines to proceed with modification or termination of this Agreement, the City Council shall give notice to Developer of its intention to do so. The notice shall contain all information required by Tustin City Code Section 9618. At the time and place set for the hearing on modification or termination, the City Council may refer the matter back to the Planning Commission for further proceedings or for a report and recommendation. The City Council may take such action as it deems necessary to protect the interests of the City, including the receipt of additional evidence as to Developer’s compliance with the terms of this Agreement. The decision of the City Council shall be final, subject only to judicial review pursuant to California Code of Civil Procedure Section 1094.5(b). 4.5 Annual Review Certificate Upon Agreement Compliance. If, at the conclusion of a periodic review, Developer is found to comply with this Agreement, the City shall, upon request of Developer, issue a certificate (“Annual Review Certificate”) to Developer stating that after the most recent periodic review and based upon the information known or made known to the City Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 28 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 Council that: (a) this Agreement remains in effect, and (b) Developer is not in default. The Annual Review Certificate shall be in Recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, and shall state the anticipated date of commencement of the next periodic review. Developer may Record the Annual Review Certificate with the County Recorder. If the City does not find Developer in compliance with this Agreement, it shall not be obligated to issue the Annual Review Certificate. 5. DEFAULT, REMEDIES, AND TERMINATION 5.1 Default Procedure. A non-defaulting Party (the “Non-Defaulting Party”) at its discretion may elect to declare a default under this Agreement in accordance with the procedures hereinafter set forth for any failure or breach of any other Party (“Defaulting Party”) to perform any material duty or obligation of said Defaulting Party in accordance with the terms of this Agreement. However, the Non-Defaulting Party must provide written notice to the Defaulting Party setting forth the nature of the breach or failure and the actions, if any, required by the Defaulting Party to cure such breach or failure. The Defaulting Party shall be deemed to be in “default” of its obligations set forth in this Agreement if the Defaulting Party has failed to cure the default within ten (10) calendar days after the date of such notice (for monetary defaults) or within thirty (30) calendar days after the date of such notice (for non-monetary defaults). If, however, a non-monetary default cannot be cured within such thirty (30) day period, as long as the Defaulting Party does each of the following: (a) provides the Non-Defaulting Party with a written, reasonable explanation as to the reasons the asserted default is not curable within the thirty (30) day period; (b) notifies the Non-Defaulting Party in writing of the Defaulting Party’s proposed course of action to cure the default; (c) promptly commences to cure the default within the thirty (30) day period; (d) makes periodic written reports to the Non-Defaulting Party as to the progress of the program of cure; and (e) diligently prosecutes such cure to completion, then the Non-Defaulting Party shall grant in writing the Defaulting Party such additional time as determined by the Non-Defaulting Party as reasonably necessary to cure such default. 5.2 City Remedies. In the event of a default by Developer under this Agreement that is not cured within the time period specified in Section 5.1, the City, at its option, may institute legal action to cure, correct or remedy such default, enjoining any threatened or attempted violation, enforce the terms of this Agreement by specific performance, or pursue any other legal or equitable remedy. Furthermore, the City, in addition to or as an alternative to exercising the remedies in this Section 5.2, in the event of such default by Developer, may give notice of its intent to terminate or modify this Agreement pursuant to Section 4.3, in which event the matter shall be scheduled for consideration and review by the City Council in the manner set forth in Tustin City Code Section 9618. The decision of the City Council shall be final, subject only to judicial review pursuant to Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 29 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 California Code of Civil Procedure Section 1094.5(b). Notwithstanding the foregoing, if the City repurchases or revests any portion of the Real Property as a result of its exercise of the Right of Purchase or Right of Reversion under the DDA, the City shall have the right, in its sole discretion, to merge its interests under this Agreement, to terminate this Agreement as to the Real Property so repurchased or revested, to modify the provisions of this Agreement related to the Repurchased Property or the Reacquired Property, as applicable, or to take other actions affecting this Agreement or the rights of the City in and to such Repurchased Property or Reacquired Property, as applicable, without the approval of any other person or entity. 5.3 Developer’s Remedies. In the event of a default of the City under this Agreement that is not cured within the time period specified in Section 5.1, Developer shall be entitled to any or all of the following remedies: (a) seeking mandamus or special writs, injunctive relief, or specific performance of this Agreement; (b) modification or termination of this Agreement; or (c) seeking any other remedy available at law or in equity, provided, however, except as provided in Section 8.10, Developer agrees and covenants on behalf of itself and its Successors In Interest, not to seek in connection with any Claim against the City damages or monetary compensation for breach of this Agreement or arising out of or connected with any dispute, controversy or issue regarding the application or effect of this Agreement, the DDA, the Applicable Rules, or any Development Permits or Entitlement Approvals sought in connection with development or use of the Real Property or Project, or any portion thereof, including for general, special, compensatory, expectation, anticipation, indirect, consequential, exemplary, or punitive damages (“Damages”). Developer acknowledges that the City would not have entered into this Agreement if the City could be held liable for Damages for any default or breach arising out of this Agreement and that Developer has adequate remedies other than Damages to secure the City’s compliance with its obligations under this Agreement. Therefore, Developer agrees that the City, its officers, employees and agents shall not be liable for any Damages and that this Section shall apply to all Successors in Interest of Developer. 5.4 Third Party Legal Challenges. In the event of any legal action instituted by a third party challenging the validity or enforceability of any provision of this Agreement, the DDA, or Entitlement Approvals for the Project or the approval of any CEQA document prepared in connection with the foregoing, Developer agrees, at its sole cost and expense, to defend (with counsel reasonably acceptable to the City), indemnify, and hold harmless the City, its officers, employees, agents, and consultants, from any claim, action, or proceeding against the City, its officers, agents, and employees, which seeks to attack, set aside, challenge, void, or annul an approval of the City Council, the Planning Commission, or any other decision-making body, including staff, concerning the Project. The City agrees to promptly notify Developer of any such claim or action filed against the City and to cooperate in the defense of any such action. Developer shall also indemnify and hold harmless the City and its agents, officials and employees from and against all claims, losses, or liabilities assessed or awarded against the City by way of judgment, settlement, or stipulation. The City may elect to participate in the defense of any such action under this condition and may, in its sole discretion, elect to be separately represented by the City Attorney and/or outside legal counsel of its choice in any such action or proceeding with the reasonable costs of such representation to be paid by Developer. In the event City recovers any attorneys’ fees, expert witness fees, costs, interest, or other amounts from the third party or third parties challenging this Agreement, the DDA, or Entitlement Approvals for the Project, Developer shall Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 30 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 be entitled to retain the same in an amount not to exceed payments made pursuant to Developer’s indemnification obligation (provided Developer has fully performed its indemnity obligations hereunder). 6. INDEMNITY BY DEVELOPER Developer agrees to indemnify, defend, and hold harmless the City, the City’s designees, and their respective elected and appointed officials, boards, commissions, agents, contractors, and employees from and against any and all actions, suits, claims, liabilities, losses, damages, penalties, obligations and expenses (including attorney’s fees and costs) (“Claims”) which may arise, directly or indirectly, from the acts, omissions, or operations of Developer or Developer’s agents, contractors, subcontractors, agents, or employees pursuant to this Agreement, but excluding any loss resulting from the gross negligence, willful misconduct or fraud of the City, the City’s designee, or each of their respective elected and appointed officials, boards, commissions, officers, agents, contractors, and employees. Developer shall select and retain counsel reasonably acceptable to the City to defend any action or actions and Developer shall pay the cost thereof. The indemnity provisions set forth in this Agreement shall survive termination of the Agreement. In the event City recovers any attorneys’ fees, expert witness fees, costs, interest, or other amounts from the third party or third parties asserting a Claim, Developer shall be entitled to retain the same in an amount not to exceed payments made pursuant to Developer’s indemnification obligation (provided Developer has fully performed its indemnity obligations hereunder). 7. MORTGAGEE PROTECTION The Parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner, from encumbering the Real Property or any portion thereof or any improvement thereon by any Mortgage securing financing with respect to the Real Property; provided that nothing herein shall modify or amend the restrictions set forth in the DDA with respect to Mortgages. Any Mortgagee holding a Mortgage that is not prohibited by the DDA shall be entitled to the following rights and privileges: (a) This Agreement shall be superior and senior to any lien placed upon the Real Property or any portion thereof after the date of Recording of this Agreement, including the lien of any Mortgage. Notwithstanding the foregoing, neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any Mortgage on the Real Property made in good faith and for value, unless otherwise required by law, and any acquisition or acceptance of title or any right or interest in or with respect to the Real Property or any portion thereof by a Mortgagee (whether pursuant to foreclosure, trustee’s sale, deed in lieu of foreclosure, lease termination or otherwise) shall be subject to the terms and conditions of this Agreement and any such Mortgagee who takes title to the Real Property or any portion thereof shall be entitled to benefits arising under this Agreement. (b) Each Mortgagee of any Mortgage encumbering the Real Property, or any part thereof, shall upon written request in writing to the City, be entitled to receive written notice from the City of results of the Annual Review and of any default by Developer in the performance of Developer’s obligations under this Agreement concurrently with delivery of same to Developer Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 31 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 and shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such Party under this Agreement (including any extended cure period necessary in order to allow the Mortgagee to obtain title to the Real Property and cure the default). Notwithstanding the foregoing, the failure of the City to deliver a concurrent copy of such notice of default to a Mortgagee shall not affect in any way the validity of the notice of default as it relates to Developer, and provided, further, the giving of any notice of default or the failure to deliver a copy to any Permitted Mortgagee shall in no event create any liability on the part of the Person so declaring a default (c) Any Mortgagee who comes into possession of the Real Property, or any part thereof, pursuant to foreclosure of the Mortgage or deed in lieu of such foreclosure, shall take the Real Property, or part thereof, subject to the terms of this Agreement, the DDA and the Other Agreements. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Developer’s obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; except that (i) the Mortgagee shall have no right to develop the Real Property without fully complying with the terms of this Agreement, the DDA, the Other Agreements, and the Applicable Rules and (ii) to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by the City, the performance thereof shall continue to be a condition precedent to the City’s performance hereunder. Notwithstanding anything to the contrary contained above in this Section 7, any Mortgagee shall be subject to all of the terms of the DDA, to the extent applicable pursuant to the DDA to such Mortgagee. 8. MISCELLANEOUS PROVISIONS 8.1 Recording of this Agreement. This Agreement and any amendment or cancellation thereof shall be Recorded by the City Clerk within ten (10) calendar days after the City executes this Agreement, as required by California Government Code Section 65868.5. If the Parties to this Agreement amend or cancel this Agreement as provided for herein and in California Government Code Section 65868, or if the City terminates or modifies this Agreement as provided for herein and in California Government Code Section 65865.1 for failure of Developer to comply in good faith with the terms or conditions of this Agreement, the City Clerk shall have notice of such action Recorded. 8.2 Entire Agreement. This Agreement, the DDA and the Other Agreements set forth and contain the entire understanding and agreement of the Parties with respect to the matters set forth herein, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein or therein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 8.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 32 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. 8.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the internal laws of the State of California without reference to choice of law or conflicts of law provisions. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. The decision of the City Council shall be final, subject only to judicial review pursuant to California Code of Civil Procedure Section 1094.5(b). 8.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 8.6 Construction. 8.6.1 References to Sections, Clauses and Exhibits. Unless otherwise indicated, references in this Agreement to sections, clauses and exhibits are to the same contained in or attached to this Agreement and all exhibits referenced in this Agreement are incorporated in this Agreement by this reference as though fully set forth in this Section. 8.6.2 Singular and Plural. As used herein, the singular of any word includes the plural and vice versa. 8.6.3 Includes and Including. As used in this Agreement the words “include” and “including” mean, respectively, “include, without limitation” and “including, without limitation”. 8.7 Time of Essence. Subject to the following sentence, time is of the essence in the performance of each provision of this Agreement. Whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-Business Day, then such period or date shall be extended until the immediately following Business Day. 8.8 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 8.9 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the City and its successors and assigns and Developer and its Successors In Interest. No other person shall have any right of action based upon any provision of this Agreement. 8.10 Attorneys’ Fees. Wherever Developer has an obligation to defend the City under this Agreement, Developer shall, prior to selection of counsel, consult in good faith with the City Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 33 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 to ensure that the City is satisfied, in its reasonable discretion that the proposed legal counsel has the professional expertise and experience to demonstrate they are well-qualified to defend the City against the Claim(s) and has not taken positions adverse to the City in the past. If any Party to this Agreement institutes any Action, suit, proceeding, counterclaim or other proceeding for any relief against another Party, declaratory or otherwise (collectively an “Action”), to enforce the terms hereof or to declare rights under this Agreement or with respect to any inaccuracies or material omissions in connection with any of the covenants, representations, warranties or obligations on the part of the other Party to this Agreement, then the Prevailing Party in such Action shall be entitled to have and recover of and from the other Party all costs and expenses of the Action, including (a) the Prevailing Party’s reasonable attorneys’ fees (which shall be payable at the contractual hourly rate for the City’s litigation counsel at the time the fees were incurred, but in no event more than Four Hundred Dollars ($400.00) per hour with this rate being used to calculate the attorneys’ fees to be recovered by the Prevailing Party regardless of whether the City or another Person is the Prevailing Party, and (b) costs actually incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling or award (collectively, a “Decision”) granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether or not such Action is prosecuted to a Decision. Any Decision entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable attorneys’ fees and expert fees and costs (collectively “Costs”) incurred in enforcing, perfecting and executing such judgment. For the purposes of this paragraph, Costs shall include in addition to Costs incurred in prosecution or defense of the underlying Action, reasonable attorneys’ fees, costs, expenses and expert fees and costs incurred in the following: (i) post judgment motions and collection actions; (ii) contempt proceedings; (iii) garnishment, levy, debtor and third party examinations; (iv) discovery; (v) Bankruptcy Proceedings and similar proceedings not involving Developer, and (vi) appeals of any order or judgment. “Prevailing Party” within the meaning of this Section 8.10 includes a Party who agrees to dismiss an Action in consideration for the other Party’s payment of the amounts allegedly due or performance of the covenants allegedly breached, or obtains from a court of competent jurisdiction substantially the relief sought by such Party. 8.11 Force Majeure Delay. Time periods for performance of any obligations under this Agreement may be extended for Force Majeure Delay, except that in no event shall the Term be extended by an event of Force Majeure Delay beyond that set forth in Section 2.3. 8.12 Successors. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, the City and its successors and assigns and Developer and its Successors in Interest. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Real Property: (a) is for the benefit of and is a burden upon every portion of the Real Property; (b) runs with the Real Property and each portion thereof; and (c) is binding upon the City and its successors and assigns and upon Developer and each Successor in Interest during ownership of the Real Property or any portion thereof and for such longer period as such Person may have liability hereunder. Notwithstanding the foregoing, upon acquisition of the Real Property or any portion thereof by the City pursuant to exercise of the Right of Purchase or Right of Reversion or action in lieu thereof pursuant to the DDA, the City shall have the right in its sole discretion to terminate this Agreement as to the Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 34 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 portion of the Real Property so acquired and the Agreement shall remain binding, in accordance with its terms, upon the remainder of the Real Property. In the event that the City repurchases or revests all or any portion of the Real Property pursuant to exercise of the Right of Purchase or Right of Reversion, such acquisition shall include all Entitlement Approvals and other development rights, consents, authorizations, variances, waivers, licenses, permits, certificates and approvals from any governmental or quasi-governmental authority, and all other appurtenant rights applicable thereto, including those Buildings and/or Residential Units allocated to the respective Repurchased Property or the Reacquired Property, as applicable, as shown in the Approved Plan. 8.13 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 8.14 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or the United States District Court for the Central District of California, Santa Ana Division, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 8.15 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between the City and Developer with respect to this Agreement is that of a government entity regulating the development of private property and the developer of such property. 8.16 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or Record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 8.17 Estoppel Certificate. Any Party hereunder, may at any time, but not more than once quarterly deliver a written notice to the other Party requesting such Party to certify in writing that, to the best knowledge of the certifying Party: (a) this Agreement is in full force and effect and a binding obligation of the Party; (b) this Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the date and nature of the amendments to this Agreement, and, in each case, that the Agreement remains in full force and effect (including as amended or modified if applicable), and a continuing binding obligation of the Party; and (c) the requesting Party is not in default in performance of its obligations set forth in the Agreement, or if the Party is in default, provide a description of the nature of such default(s). A Party receiving a Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL 35 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 request hereunder shall execute and return such certificate within thirty (30) calendar days following receipt thereof. The party to whom such certificate is addressed, including any third party or Mortgagee, shall be entitled to rely on the certificate. Developer shall pay to the City all costs incurred by the City in connection with the issuance of estoppel certificates. 8.18 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of such Party and warrants and represents that he or she/they has/have the authority to bind such Party to the performance of its obligations hereunder. 8.19 Non-Liability of City Officials and City Employees. No elected or appointed official, representative, employee, agent, consultant, legal counsel or employee of the City shall be personally liable to Developer for any amount which may become due to Developer under the terms of this Agreement. 8.20 No Merger. As of the Effective Date, the Real Property is owned in fee by the City, and portions of the Real Property may continue to be owned in fee by the City during the Term or may be conveyed by the City to one or more Developers and subsequently reconveyed to the City during the Term. Except as expressly set forth below, there shall be no merger of any rights, interests or estates created by this Agreement as a result of the ownership by the City of all or any portion of the Real Property and no merger shall occur with respect to any portion of the Real Property unless and until the City and all persons and entities at the time having a legal and/or equitable ownership interest in such portion of the Real Property shall join in a written instrument affecting such merger and shall duly Record the same. 8.21 No Discrimination. There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land. [SIGNATURES ON FOLLOWING PAGE] Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL S-1 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year set forth below. Dated: ______________ THE CITY OF TUSTIN: By: __________________________ Austin Lumbard, Mayor ATTEST: By: ______________________ Erica N. Yasuda City Clerk APPROVED AS TO FORM By: ______________________ David Kendig City Attorney Hepner & Myers LLP Special Real Estate Counsel to the City By: ______________________ Amy E. Freilich {signatures continue on following page} Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL S-2 City of Tustin/Irvine Company Por. Disp. Areas 2B, 2C and 8 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT DEVELOPER: TUSTIN LEGACY ACQUISITION LLC, a Delaware limited liability company By: ____________________________ Name: ______________________ Title: _______________________ By: ____________________________ Name: ______________________ Title: _______________________ Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL S-3 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _________________________________ On _________________ before me, ________________________________________________, Date (Insert Name and Title of the Officer) personally appeared ___________________________________________________________ Name(s) of Signer(s) ____________________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL S-4 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _________________________________ On _________________ before me, ________________________________________________, Date (Insert Name and Title of the Officer) personally appeared ___________________________________________________________ Name(s) of Signer(s) ____________________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: ______________________________________ Signature of Notary Public Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL S-5 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _________________________________ On _________________ before me, ________________________________________________, Date (Insert Name and Title of the Officer) personally appeared ___________________________________________________________ Name(s) of Signer(s) ____________________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: ______________________________________ Signature of Notary Public Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL EXHIBIT A City of Tustin/Iustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 EXHIBIT A TO DEVELOPMENT AGREEMENT LEGAL DESCRIPTION OF PROPERTY The Land referred to herein below is situated in the City of Tustin, County of Orange, State of California, and is described as follows: LOTS 11, 12 AND 13 OF TRACT NO. 18197 AS SHOWN ON MAP FILED IN BOOK 990, PAGES 25 THROUGH 33, INCLUSIVE OF TRACT MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL EXHIBIT B City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 EXHIBIT B TO DEVELOPMENT AGREEMENT MAP SHOWING REAL PROPERTY AND ITS LOCATION [Attached] SCALE: 1" = 350' EXHIBIT B - MAP SHOWING REAL PROPERTY AND ITS LOCATION TUSTIN LEGACY APARTMENT HOMES PAGE 1 OF 2 AIRS H I P A V E N U E HIP A V E N U E EEEEEEEEEUUUUUUUUNNNNNNNNNNENEEEEVEEEVEVVEVVVVAVAVAVAAVAAAAAAAAPPPPPPPPPPIIHIHHHHHHHHHSHSH AIRSSSAAAAAAAAIAIAIRIRRRRRRRRSRSRSSSSSSSSSS FLIGHT WAY COMPASS AVENUELEGACY RD . SWAIM WAY WA R N E R A V E N U E PEEBLER WAY TUSTI N RA N C H R D.TUSTI N RA N C H R D TUSTUSTTTTTTTTTTTUTUTTUUUUUUUUUUUSUSUUSSSSSSSSSTSS DDDD LOT 12 LOT 13 LOT 11 SCALE: 1" = 250' EXHIBIT B - MAP SHOWING REAL PROPERTY AND ITS LOCATION TUSTIN LEGACY APARTMENT HOMES LEGEND PROPERTY LINE LOCATION OF THE PROPERTY PAGE 2 OF 2 Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL EXHIBIT C City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 EXHIBIT C TO DEVELOPMENT AGREEMENT PUBLIC BENEFIT IMPROVEMENTS Developer shall construct the following Public Benefits Improvements, which shall be completed within the time periods set forth in the Schedule of Performance attached to and forming part of the DDA, and in accordance with the Entitlement Approvals and Approved Plans. 1.Street Improvements. The Developer shall design and construct sidewalks, street lights, parkway landscape and parkway irrigation systems abutting the Project site along Compass Avenue, Legacy Road, Tustin Ranch Road, Warner Avenue, Airship Avenue, and Swaim Way, as depicted on Approved Plans. 2.Street Dedications. The Developer shall dedicate in fee corner cutoffs and by easement public sidewalks, parkways and existing onsite water quality infrastructure to the City of Tustin as generally depicted on Exhibit H and as approved on the Project’s recorded Final Tract Map or other separate instrument. 3.Utility Dedications. The Developer shall dedicate utilities to the appropriate entity as generally depicted on Exhibit H and as approved on the Project’s recorded Final Tract Map or other separate instrument. 4.Publicly Accessible Café. The project includes construction of a resident-serving café and outdoor seating area, which shall be accessible for use by the general public. 5.Publicly Accessible Park and Paseos. Developer shall design and construct Publicly Accessible Common Area Improvements as generally depicted on Exhibit E and Approved Plans, including an approximately 0.66-acre park and publicly accessible paseos. The Developer shall dedicate an easement for public access of these areas as generally depicted on Exhibit E and as approved on the Project’s recorded Final Tract Map or other separate instrument. 6.Maintenance. Developer shall, pursuant to the Landscape Installation and Maintenance Agreement entered into with the City of Tustin, perform maintenance, repair and replacement of the landscaping described therein within the Boundary Landscape Area depicted on Exhibit G and the Publicly Accessible Common Area depicted on Exhibit E. A detailed landscape improvement exhibit shall be provided in the Landscape Installation and Maintenance Agreement. . Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL EXHIBIT D City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 EXHIBIT D TO DEVELOPMENT AGREEMENT MAXIMUM SPECIAL TAXES FOR DEVELOPED PROPERTY FOR FISCAL YEAR 2024-2025 COMMUNITY FACILITIES DISTRICT NO. 2018-01 ZONE 3 Land Use Class Land Use Fiscal Year 2024-2025 Maximum Special Tax 1 APARTMENTS $1,364.28 PER DWELLING UNIT 2 AFFORDABLE APARTMENTS N/A 3 COMMERCIAL PROPERTY $2.64 PER BUILDING SQUARE FOOT Exclusion of Certain Amenities from Commercial Property The term “Commercial Property” shall be defined in the RMA to exclude any resident amenities operated or managed by Developer (or affiliate) so that they are not subject to the CFD 18-01 Zone 3 Special Tax. Developer, on an annual basis, shall provide the City with written certification of such excluded amenities. Increase in the Maximum Special Tax On each July 1, commencing on July 1, 2025, the Maximum Special Tax for Developed Property shall be increased annually by the greater of (a) the change in the Consumer Price Index during the twelve (12) months prior to December of the previous Fiscal Year not to exceed three percent (3.00%) and (b) two percent (2.00%). Any incremental adjustment shall be rounded to the nearest one-tenth of a percent. “Consumer Price Index” means, for each Fiscal Year, the “All items in Los Angeles-Riverside- Orange County, CA, all urban consumers, not seasonally adjusted” index published by the U.S. Bureau of Labor Statistics (Series ID: CUURA421SA0), measured as of the month of December in the calendar year that ends in the previous Fiscal Year. In the event this index ceases to be published, the Consumer Price Index shall be another index as determined by the CFD Administrator that is reasonably comparable to the Consumer Price Index. “Fiscal Year” means the period starting July 1 and ending on the following June 30. Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL EXHIBIT E City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 EXHIBIT E TO DEVELOPMENT AGREEMENT DEPICTION OF PUBLICLY ACCESSIBLE COMMON AREA [Attached] FL I G H T W A Y TUSTIN RANCH RD.COMPASS AVENUEBUILDING 1 BUILDING 2BUILDING 1BUILDING 2BUILDING 1LOT 11 EXHIBIT E - DEPICTION OF PUBLICLY ACCESSIBLE COMMON AREA TUSTIN LEGACY APARTMENT HOMES LEGEND PROPERTY LINE PUBLICLY ACCESSIBLE COMMON AREA *LANDSCAPE AREA TO BE MAINTAINED BY DEVELOPER S W A I M W A Y SEE SHEET 2SCALE: 1" = 80' SHEET 1 OF 5 LEGACY RD.TUSTIN RANCH RD. SWAI M W A Y SWAI M W A Y BUILDING 2 BUILDING 2BUILDING 1BUILDING 2BUILDING 1EXHIBIT E - DEPICTION OF PUBLICLY ACCESSIBLE COMMON AREA TUSTIN LEGACY APARTMENT HOMES LEGEND PROPERTY LINE PUBLICLY ACCESSIBLE COMMON AREA *LANDSCAPE AREA TO BE MAINTAINED BY DEVELOPER SEE SHEET 1S E E S H E E T 3 LOT 11 SCALE: 1" = 80' SHEET 2 OF 5 PEEBLERR WAY SWAIM W A YCOMPASS AVENUELEGACY RD . BUILDING 3 AMENITYLOT 12 EXHIBIT E - DEPICTION OF PUBLICLY ACCESSIBLE COMMON AREA TUSTIN LEGACY APARTMENT HOMES LEGEND PROPERTY LINE PUBLICLY ACCESSIBLE COMMON AREA *LANDSCAPE AREA TO BE MAINTAINED BY DEVELOPER SEE SHEET 4 SEE SH E E T 2 SCALE: 1" = 80' SHEET 3 OF 5 PEEBLERR WAY LEGACY RD.COMPASS AVENUEAIRS H I P A V E N U E BUILDING 4 LOT 122 EXHIBIT E - DEPICTION OF PUBLICLY ACCESSIBLE COMMON AREA TUSTIN LEGACY APARTMENT HOMES LEGEND PROPERTY LINE PUBLICLY ACCESSIBLE COMMON AREA *LANDSCAPE AREA TO BE MAINTAINED BY DEVELOPER SEE S H E E T 5 SEE SHEET 3 SCALE: 1" = 80' SHEET 4 OF 5 AIRSHIP AVENUE WARNER AVENUE COMPASS AVENUELEGACY RD.BUILDING 5 BUILDING 6 LOT 13 EXISTING BIOSWALE & ROCK WALL TO BE MAINTAINED BY CITY OF TUSTIN EXHIBIT E - DEPICTION OF PUBLICLY ACCESSIBLE COMMON AREA TUSTIN LEGACY APARTMENT HOMES LEGEND PROPERTY LINE PUBLICLY ACCESSIBLE COMMON AREA *LANDSCAPE AREA TO BE MAINTAINED BY DEVELOPER SEE SHEET 4 SCALE: 1" = 80' SHEET 5 OF 5 Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL EXHIBIT F City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 EXHIBIT F TO DEVELOPMENT AGREEMENT PHASING PLAN [Attached] AIRS H I P A V E N U E AAAAAAAAAAARRRAIRRAAAAIRAIRIRIRRIRRRRSRSRSRSSSSSSHSHHHHHH AAAP AAPPPPVVVAVVAAAAEEEVEEVVVVVEVEEEEEEAVAVAVVVVNNNNUNNUUEUUEUEUEUEUEUEE FLIGHT WAY TUSTI N RA N C H R D.TUSTI N RA N C H R D TUSTUSCOMPASS AVENUES SSSSVAVVAVAVEEEEEUUUUUSAVCLEGACY RD . SWAIM WAYYYYYYYYAAAAAAWWWWWWAAAAAWWWWWWSSSSSSSSSSSSAAAIIMMMMMMWWWWWWWWWWWWMMMMMMAAAA WA R N E R A V E N U E W BUILDING 1BUDING1BUILDING 1BUDING1 BUILDING 2BULDNGBUILDING 2BULDNG BUILDING 33G 3G NGNDINDLDILUIBUBB BUILDING 444G GNGINDILDLUILUBUB BUILDING 5BULDNG5BUILDING 5BULDNG5 BUILDING 666G 6NGNGDINDILDILUIBUBB PEEBLER WAYAYAY AMENITYA LOT 12 LOT 13 LOT 11 SCALE: 1" = 250' EXHIBIT F - PHASING PLAN TUSTIN LEGACY APARTMENT HOMES LEGEND PHASE 1 (BUILDING 1, 2, &5) PROPERTY LINE PHASE 2 (BUILDING 3, 4, & 6) Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL EXHIBIT G City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 EXHIBIT G TO DEVELOPMENT AGREEMENT BOUNDARY LANDSCAPE AREA [Attached] TUSTIN RANCH RD.COMPASS AVENUEBUILDING 1 BUILDING 2BUILDING 2LOT 11 FL I G H T W A Y EXHIBIT G - BOUNDARY LANDSCAPE AREA TUSTIN LEGACY APARTMENT HOMES S W A I M W A Y SEE SHEET 2LEGEND PROPERTY LINE BOUNDARY LANDSCAPE AREA TO BE MAINTAINED BY DEVELOPER SCALE: 1" = 80' SHEET 1 OF 5 LEGACY RD.TUSTIN RANCH RD. SWAI M W A Y SWAI M W A Y BUILDING 2 BUILDING 1BUILDING 1EXHIBIT G - BOUNDARY LANDSCAPE AREA TUSTIN LEGACY APARTMENT HOMESSEE SHEET 1S E E S H E E T 3 LEGEND PROPERTY LINE SCALE: 1" = 80' SHEET 2 OF 5 LOT 11 BOUNDARY LANDSCAPE AREA TO BE MAINTAINED BY DEVELOPER SWAIM W A Y WWW AWAA WWWWAWAWACOMPASS AVENUELEGACY RD . BUILDING 3 AMENITYLOT 12 PEEBLERRRRRR WAY TUSTIN LEGACY APARTMENT HOMES SEE SHEET 4 SEE SH E E T 2 EXHIBIT G - BOUNDARY LANDSCAPE AREA LEGEND PROPERTY LINE SCALE: 1" = 80' SHEET 3 OF 5 BOUNDARY LANDSCAPE AREA TO BE MAINTAINED BY DEVELOPER LEGACY RD.COMPASS AVENUEAIRS H I P A V E N U E EEEAVEVEAAAA UENUUUU BUILDING 4 LOT 12L PEEBLERRRRRR WAY TUSTIN LEGACY APARTMENT HOMES LEGEND PROPERTY LINE SEE S H E E T 5 SEE SHEET 3 EXHIBIT G - BOUNDARY LANDSCAPE AREA SCALE: 1" = 80' SHEET 4 OF 5 BOUNDARY LANDSCAPE AREA TO BE MAINTAINED BY DEVELOPER AIRSHIP AVENUEAAAAIRAUEEEEE WARNER AVENUE COMPASS AVENUELEGACY RD.BUILDING 5 BUILDING 6 LOT 13 EXISTING BIOSWALE & ROCK WALL TO BE MAINTAINED BY CITY OF TUSTIN SCALE: 1" = 80' TUSTIN LEGACY APARTMENT HOMES SEE SHEET 4 EXHIBIT G - BOUNDARY LANDSCAPE AREA SHEET 5 OF 5 LEGEND PROPERTY LINE BOUNDARY LANDSCAPE AREA TO BE MAINTAINED BY DEVELOPER Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL EXHIBIT H City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 EXHIBIT H TO DEVELOPMENT AGREEMENT DEDICATIONS [Attached] FLIGHT WAY TUSTI N R A N C H R D.TUSTI N R TUSTI N BUILDING 1 BUILDING 2 SWAIM WAY LEGACY RD .COMPASS AVENUELOT 11 SCALE: 1" = 100' EXHIBIT H - DEDICATIONS TUSTIN LEGACY APARTMENT HOMES LEGENDG PROPERTY LINE DEDICATION PAGE 1 OF 3 DETAIL "A"NOT TO SCALE NOTExDEDICATION LIMITS ARE CONCEPTUAL ONLY. FINAL LIMITS ARE AS DEPICTED ON THE RECORDED FINAL TRACT MAP OR OTHER SEPARATE DEDICATION INSTRUMENT EASEMENT COMPASS AVENUELEGACY RD . BUILDING 3 BUILDING 4 SWAIM WAY AIRS H I P A V E N U E AMENITYPEEBLER WAY LOT 12 DEDICATION SCALE: 1" = 100' EXHIBIT H - DEDICATIONS TUSTIN LEGACY APARTMENT HOMES LEGEND PROPERTY LINE PAGE 2 OF 3 SEE SHE E T 1 SEE S H E E T 3 DETAIL "B"NOT TO SCALE DETAIL "C"NOT TO SCALE NOTExDEDICATION LIMITS ARE CONCEPTUAL ONLY. FINAL LIMITS ARE AS DEPICTED ON THE RECORDED FINAL TRACT MAP OR OTHER SEPARATE DEDICATION INSTRUMENT EASEMENT AIRS H I P A V E N U E BUILDING 5 BUILDING 6 WA R N E R A V E N U E COMPASS AVENUELEGACY RD.LOT 1 3 SCALE: 1" = 100' EXHIBIT H - DEDICATIONS TUSTIN LEGACY APARTMENT HOMES DEDICATION LEGEND PROPERTY LINE PAGE 3 OF 3 SEE S H E E T 2 DETAIL "D"NOT TO SCALE NOTExDEDICATION LIMITS ARE CONCEPTUAL ONLY. FINAL LIMITS ARE AS DEPICTED ON THE RECORDED FINAL TRACT MAP OR OTHER SEPARATE DEDICATION INSTRUMENT EASEMENT Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL EXHIBIT I Page 1 of 3 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 EXHIBIT I TO DEVELOPMENT AGREEMENT LEGAL DESCRIPTION AND DEPICTION OF KATHERINE SPUR PROPERTY The Land referred to herein below is situated in the City of Tustin, County of Orange, State of California, and is described as follows: THAT PORTION OF LOTS 44, 53 AND 60 IN BLOCK 45 OF IRVINE’S SUBDIVISION, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, ACCORDING TO MAP FILED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHEASTERN RIGHT OF WAY LINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY’S MAIN LINE, NORTH 50° 08’ WEST, A DISTANCE OF 31.33 FEET FROM THE INTERSECTION OF THE SAID NORTHEASTERN RIGHT OF WAY LINE AND SOUTHEASTERN LINE OF SAID LOT 60, SAID POINT OF INTERSECTION BEING SOUTH 39° 53’ WEST A DISTANCE OF 1285.02 FEET FROM THE EASTERN CORNER OF SAID LOT 60; THENCE NORTH 50° 08’ WEST ALONG THE NORTHEASTERN RIGHT OF WAY LINE A DISTANCE OF 179.31 FEET TO A POINT DISTANT 30.0 FEET WESTERLY AT RIGHT ANGLES FROM THE CENTER LINE OF A PROPOSED SPUR TRACK OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY; THENCE NORTHERLY THROUGH SAID LOT 60 ON A CURVE CONCAVE TO THE EAST WITH A RADIUS OF 794.49 FEET AND PARALLEL TO CENTER LINE OF SAID SPUR TRACK A DISTANCE OF 890.92 FEET TO A POINT DISTANT 660.0 FEET SOUTHEASTERLY AT RIGHT ANGLES FROM THE NORTHWESTERN LINE OF SAID LOT 60; THENCE NORTH 39° 53’ EAST ON A TANGENT THROUGH LOTS 60, 53, 44 AND 37 OF SAID BLOCK 45, PARALLEL TO CENTER LINE OF SAID SPUR TRACK A DISTANCE OF 4512.59 FEET TO A POINT IN THE NORTHEASTERN LINE OF SAID LOT 37, SAID POINT BEING SOUTH 50° 07’ EAST, A DISTANCE OF 660.0 FEET FROM THE NORTHERN CORNER OF SAID LOT 37; SAID POINT ALSO BEING ON THE CENTER LINE OF A COUNTY ROAD; THENCE CONTINUING NORTH 39° 53’ EAST PARALLEL TO CENTER LINE OF SAID SPUR TRACK THROUGH LOTS 28 AND 21 IN BLOCK 44 OF SAID IRVINE’S SUBDIVISION, A DISTANCE OF 2607.0 FEET TO A POINT IN THE SOUTHEASTERN LINE OF A 66 FOOT COUNTY ROAD DISTANT 33 FEET SOUTHWESTERLY FROM THE NORTHEASTERN LINE OF SAID LOT 21, SAID POINT BEING SOUTH 50° 07’ EAST, A DISTANCE OF 660.0 FEET FROM THE NORTHWESTERN LINE OF SAID LOT 21; THENCE SOUTH 50° 07’ EAST ALONG SAID SOUTHWESTERN LINE OF COUNTY ROAD AND PARALLEL TO SAID NORTHEASTERN LINE OF SAID LOT 21, A DISTANCE OF 60.0 FEET TO A POINT DISTANT 30.0 FEET SOUTHEASTERLY AT RIGHT ANGLES FROM THE CENTER LINE OF SAID SPUR TRACK; THENCE SOUTH 39° 53’ WEST PARALLEL TO CENTER LINE OF SAID SPUR TRACK A DISTANCE OF 7119.59 FEET THROUGH SAID LOTS 21 AND 28 IN BLOCK 44 AND LOTS 37, 44, 53 AND 60 IN SAID BLOCK 45; THENCE SOUTHERLY Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL EXHIBIT I Page 2 of 3 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 ON A TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 734.49 FEET, PARALLEL TO CENTER LINE OR SAID SPUR TRACK A DISTANCE OF 986.43 FEET TO POINT OF BEGINNING. EXCEPTING THEREFROM ANY PORTION OF SAID LAND LYING SOUTHWESTERLY OF THE NORTHEASTERLY LINE OF PARCEL NO. F10-102 CONVEYED TO THE ORANGE COUNTY FLOOD CONTROL DISTRICT, A BODY CORPORATE AND POLITIC IN THE DEED RECORDED NOVEMBER 19, 1963 IN BOOK 6808, PAGE 992 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY PORTION OF SAID LAND LYING NORTHEASTERLY OF THE NORTHEASTERLY LINE OF SAID LOT 44. For conveyancing purposes only: APN 432-260-01, 432-371-44 AND 432-291-45 [depiction on following page] Tustin Irvine Company Development Agreement 01.08.25 (HM) FINAL EXHIBIT I Page 3 of 3 City of Tustin/Tustin Legacy Acquisition Por. Disp. Areas 2B, 2C and 8 DEPICTION OF KATHERINE SPUR PROPERTY SOURCE CODES (1) STANDARD CONDITION (5) RESPONSIBLE AGENCY REQUIREMENT (2) CEQA MITIGATION (6) LANDSCAPING GUIDELINES (3) UNIFORM BUILDING CODE/S (7) PC/CC POLICY (4) DESIGN REVIEW *** EXCEPTION EXHIBIT B RESOLUTION NO. 4515 CONDITIONS OF APPROVAL DEVELOPMENT AGREEMENT 2024-0003, VESTING TENTATIVE TRACT MAP 19353 AND DESIGN REVIEW 2024-0013 GENERAL (1) 1.1 The proposed project shall be in compliance with the Tustin Legacy Specific Plan, Tustin City Code, and City of Tustin Guidelines and Standards and conform with submitted plans for the project date stamped January 14, 2025 on file with the Community Development Department, except as herein modified, or as modified by the Director of Community Development in accordance with this Exhibit. The Director of Community Development may also approve minor modifications to plans during plan check if such modifications are consistent with the provisions of the Tustin City Code, and other applicable regulations. (1) 1.2 Unless otherwise specified, the conditions contained in this Exhibit shall be complied with as specified or prior to the issuance of any building permits for the project, subject to review and approval by the Community Development Department. (1) 1.3 The subject project approval shall become null and void unless permits for the proposed project are issued and substantial construction is underway within twenty-four (24) months of this approval, unless otherwise provided by the Development Agreement (DA 2024-0003) included as Exhibit A of Draft Ordinance No. 1561). Time extensions may be considered consistent with the provisions of DA 2024-0003. (1) 1.4 Approval of SUB 2024-0004/VTTM 19353, DR 2024-0013, Density Bonus Concession and Waiver requests, and DA 2024-0003 are contingent upon the applicant and property owner signing and returning to the Community Development Department a notarized "Agreement to Conditions Imposed" form and the applicant and/or property owner signing and recording with the County Clerk Recorder a notarized "Notice of Discretionary Permit Approval and Conditions of Approval" form. The forms shall be established by the Community Development Director, and evidence of recordation shall be provided to the Community Development Department. (1) 1.5 The applicant shall comply with executed Development Agreement (DA) 2024- 0003 and associated Disposition and Development Agreement (DDA). *** 1.6 Any violation of any of the conditions imposed is subject to the issuance of an Administrative Citation pursuant to TCC Section 1162(a). EXHIBIT B Exhibit B Resolution No. 4515 Page 2 *** 1.7 This approval shall become null and void if DA 2024-0003 is not approved and executed. The applicant shall comply with all provision of executed DA 2024- 0003. *** 1.8 In the case of any conflict between these Conditions of Approval and DA 2024- 0003, the DA between the City of Tustin and Developer shall govern. 1.9 The applicant shall be responsible for costs associated with any necessary code enforcement action, including attorney’s fees, subject to the applicable notice, hearing, and appeal process as established by the City Council by ordinance. 1.10 As a condition of approval of SUB 2024-0004/VTTM 19353, DR 2024-0013, Density Bonus Concession and Waiver requests, and DA 2024-0003, the applicant shall agree, at its sole cost and expense, to defend, indemnify, and hold harmless the City, its officers, employees, agents, and consultants, from any claim, action, or proceeding brought by a third party against the City, its officers, agents, and employees, which seeks to attack, set aside, challenge, void, or annul an approval of the City Council, the Planning Commission, or any other decision-making body, including staff, concerning this project. The City agrees to promptly notify the applicant of any such claim or action filed against the City and to fully cooperate in the defense of any such action. The City may, at its sole cost and expense, elect to participate in the defense of any such action under this condition. PUBLIC WORKS/ FINAL TRACT MAP (1) 2.1 Preparation and recordation of a final subdivision map shall be required. (1), (5) 2.2 Prior to approval of the final Tract Map, the applicant is required to execute a subdivision and monumentation agreement and furnish improvement and monumentation bonds, all on forms acceptable to the City. (5) 2.3 Developer shall satisfy dedication and/or reservation requirements as applicable, including, but not limited to, dedication in Fee Title of all required street rights-of-way; and dedication of vehicular access rights, sewer easements, and water easements defined and approved as to specific locations by the City Engineer (at no cost to the City) and/or other agencies. (1), (5) 2.4 Developer shall dedicate easements for emergency vehicle access and public services ingress and egress purposes over the private drives and driveways, at no cost to the City on the Tract Map. (1) 2.5 Developer shall release and relinquish to the City of Tustin all vehicular access rights along Airship Avenue, Swaim Way, Warner Avenue, Legacy Road, Tustin Ranch Road and Compass Avenue except at approved access locations and street intersections, at no cost to the City, on the Map. (1) 2.6 Applicant shall dedicate a perpetual easement at no cost to the City for the benefit of the City and the public providing public pedestrian access in, on, over, and across the privately owned publicly accessible amenity spaces described in the Development Agreement. Exhibit B Resolution No. 4515 Page 3 (1) 2.7 At the time of final map submittal, the applicant shall also submit two (2) copies of an up-to-date title report generated within thirty (30) days of submittal. (1), (5) 2.8 The applicant shall not oppose any future creation of a landscape and lighting district for maintenance within the public right-of-way or of public parkland, or community facilities district for funding of Tustin Legacy backbone infrastructure or municipal service provision to the project site, or a future community facilities district for school purposes. STREET IMPROVEMENT (1), (5) 2.9 Prior to issuance of first permit of each lot (Tract Map 19353) the developer shall provide final design and construct applicable improvements in accordance with the approved project phasing, including but not limited to: a. Sidewalk along project frontage on: i. Compass Avenue from Tustin Ranch Road to Warner Avenue ii. Tustin Ranch Road from Compass Avenue to Legacy Road iii. Airship Avenue from Compass Avenue to Legacy Road iv. Swaim Way from Compass Avenue to Legacy Road b. Curb ramps along Compass Avenue at Airship Avenue and Swaim Way. c. Parkway landscape and irrigation system, including the street bulb-out planters, adjacent to the project along Airship Avenue, Compass Avenue, Swaim Way, Warner Avenue, Tustin Ranch Road and Legacy Road. d. Publicly Accessible Common Area Improvements e. Signing and Striping Plan: i. Stripe a broken yellow centerline along Compass Avenue, adjacent to the project. ii. Parking restriction signs at approved loading zone locations. iii. Red curb paintings at approved locations. iv. All driveways into the parking structures should have “ENTRANCE ONLY” (or “RESIDENTS ONLY”, if gated) and “DO NOT ENTER” (for exit) makings/ signs above the openings. v. Parking restriction signs for “No Stopping Anytime” and street sweeping (day and time to be determined at a later date) vi. Crosswalk at all way stops: Compass Avenue/ Airship Avenue, Compass Avenue/ Swaim Way, and Compass Avenue / Flight Way. Exhibit B Resolution No. 4515 Page 4 f. The project is proposing a driveway on Compass Avenue that is offset with Flight Way. To ensure that vehicles ingress on the correct side of the parking structure especially for those traveling eastbound on Flight Way through Compass Ave, the applicant shall design and construct: i. A wider project driveway apron to the north, or ii. Paint a yellow centerline and inbound and outbound white arrows behind the walk, or iii. A raised median on the project driveway that separates ingress from egress and post signage and/or add striping. g. Public improvement Plan, including but not limited to: relocation of street lights, utilities, and etc. h. The developer shall grind and overlay all frontage streets based on the following, to the satisfaction of the City Engineer: i. Compass Avenue: Half-width ii. Airship Avenue: Full-width iii. Swaim Way: Full-width iv. Warner Avenue, Legacy Road, Tustin Ranch Road: 1 lane* *Grind and Overlay may be required up to Half-width based on field observations & conditions. (1), (5) 2.10 The applicant shall design, install, and maintain “No Parking” loading zone signs and red curb painting along project frontage. The Project will not rely on the Tustin Police Department to monitor these loading zones. If in the future parking T’s are needed, it is the applicant, property owner, and/or property management company’s responsibility to design, paint, and maintain the parking T’s along the project frontage. Proposed parking T’s plan shall be reviewed and approved by the City. (1), (5) 2.11 City of Tustin Public Works Department reserves the right to change the curb management for parking restriction purposes during actual construction plan design. If the City of Tustin’s contracted trash hauling company is unable to pick up trash on a regular basis, the applicant/property owner shall be responsible for submitting an alternative trash collection management plan to the City of Tustin Public Works Department for review and approval. The applicant/property owner shall be responsible for the implementation of the approved alternative trash collection management plan; at no cost to the City. City of Tustin Public Works Department reserves the right to change the curb management for parking restriction purposes during actual construction plan design. Exhibit B Resolution No. 4515 Page 5 Prior to any work in the public right-of-way, an Encroachment Permit shall be obtained from and applicable fees paid to the Public Works Department. Prior to issuance of a Grading Permit and an Encroachment Permit, the applicant shall submit in the City’s Citizen Self Service Portal street improvement plans, as prepared by a California Registered Civil Engineer, for review and approval. The plans shall clearly show existing and proposed surface and underground improvements, including construction and/or replacement of any missing or damaged public improvements adjacent to this development. 24” x 36” signed and stamped reproduceable street improvement plan is required for final approval. Prior to issuance of an Encroachment Permit for construction within the public right-of-way, the applicant shall submit in the City’s Citizen Self Service Portal traffic control plans, as prepared by a California Registered Traffic Engineer, or Civil Engineer experienced in this type of plan preparation, to the Public Works Department for review and approval. Current Federal Americans with Disabilities Act (ADA) requirements shall be met at all driveways and sidewalks adjacent to the site. City of Tustin standards shall apply, unless otherwise approved by the City Engineer. The construction landscape and irrigation plan shall: identify limited use areas for access onto public streets (at a minimum a 10’ triangle on each side of a driveway or non-signalized intersection and a 25’ triangle at a signalized intersection behind the sidewalk and based on a corner sight distance analysis for parkway landscaping per the most current OCPW Standard 1117), hardscape improvements and landscaping within a limited use area must be restricted to a height of 12”-24” inches or less depending on the speed of the road, and obstructions such as walls or landscaping that could block line of sight are not allowed in the limited use area, and proposed street tree with a diameter of no greater than 60” shall have a canopy no lower than 84” above the curb to ensure adequate sight lines of pedestrians on the sidewalk and vehicles and bicycles on the street are maintained. The proposed street tree shall meet the Tustin Legacy plant pallet requirements or approved by the City of Tustin Arborist. Any tree wells shall be designed and constructed per the most current City of Tustin Public Works Standards. The trees shown on Compass Avenue between Flight way and Tustin Ranch Road (December 6, 2024 submittal Sheet L2-2 Tree Framework Diagram) may present a sight distance concern for vehicle leaving the garage access on Compass Avenue at Garage #1. The final tree types shall be submitted on landscaped plans, reviewed and approved by the City of Tustin Public Works Department. Developer shall enter into a Landscape Installation and Maintenance Agreement with the City of Tustin for the construction, maintenance, repair, and replacement of the landscaping described in the Development Agreement for the maintenance of parkway improvements within public rights-of-way adjacent to the project along Airship Avenue, Legacy Road, Tustin Ranch Road, Swaim Way, Warner Ave and Compass Avenue. A detailed parkway improvement exhibit shall be provided for the agreement. Exhibit B Resolution No. 4515 Page 6 Developer, owner and/or property management company shall be responsible for maintenance and monitoring of all red curb painting and “No Parking” loading zone signs along the project frontage. WATER QUALITY This development shall comply with all applicable provisions of the City of Tustin Water Quality Ordinance and all Federal, State and Regional Water Quality Control Board rules and regulations. Prior to issuance of any permits, the applicant shall submit for approval by the Community Development and Public Works Departments, a Final Water Quality Management Plan (WQMP) in the City’s Citizen Self Service Portal. The Priority WQMP shall identify: the implementation of Best Management Practices (BMPs), the assignment of long-term maintenance responsibilities (specifying the developer, parcel owner, maintenance association, lessees, etc.), and reference to the location(s) of structural BMPs. Prior to submittal of a WQMP, the applicant shall submit a deposit of $3,077.00 to the Public Works Department for the estimated cost of reviewing the WQMP. Prior to issuance of any permits, the applicant shall record a “Declaration of Restrictions”. This document shall bind current and future owner(s) of the property regarding implementation and maintenance of the structural and non- structural BMPs as specified in the approved WQMP. Prior to the owner obtaining a Final Approval and Certificate of Occupancy (C of O), the engineer responsible for the approved WQMP shall stamp and sign the Stormwater Observation Report Form. Prior to issuance of a Grading Permit, the applicant shall submit a copy of the Notice of Intent (NOI) indicating that coverage has been obtained under the National Pollutant Discharge Elimination System (NPDES) State General Permit for Storm Water Discharges Associated with Construction Activity from the State Water Resources Control Board. COORDINATION WITH AFFECTED PROPERTY OWNERS AND AGENCIES Developer shall obtain permission from and coordinate with affected property owners, jurisdictions, and resource agencies for all public and private improvements, including, but not limited to, the following: a. Developer shall obtain written approval and/or permits from the applicable utility companies, including but not limited to Southern California Edison, The Gas Company, Irvine Ranch Water District (IRWD), AT&T, Cox Communications, Spectrum, etc. b. Developer shall coordinate the design and construction of all utilities with the utility providers and the City. The applicant is responsible for the coordination and all costs related to the installation, upgrade, Exhibit B Resolution No. 4515 Page 7 alteration, relocation or abandonment of all existing wet and dry utilities affected by the proposed project. SOLID WASTE RECYCLING CONDITIONS 2. Construction and Demolition Waste Recycling and Reduction Plan (WRRP). A. The applicant/contractor is required to submit a WRRP to the Public Works Department. The WRRP must indicate how the applicant will comply with the City’s requirement (City Code Section 4351, et al) to recycle at least 65% of the project waste material or the amount required by the California Green Building Standards Code. B. Prior to the issuance of, any building or demolition permit that involves the creation of C&D debris, each applicant for covered projects shall pay to the City an application fee in the amount set forth in a resolution of the City Council sufficient to cover the City's costs of reviewing an application and monitoring compliance with this section and/or the WRRP, or reviewing an application for exemption. C. Security deposit. In addition to the application fee, each applicant shall deposit with the City a security deposit as security for performance. The security deposit is remitted at the same time the permit application is filed. The security deposit may be in the form of cash, cashier's check, personal check, money order, or may be applied to a credit card in accordance with standards set by the Finance Department. 3. Facility Solid Waste Collection and Recycling Plan. A. The applicant, property owner, and/or tenant(s) are required to participate in the City’s recycling program. B. Waste and Recycling collection facilities shall be equally and readily accessible by the property owner(s) or tenant(s). C. Waste and Recycling collection facilities must be placed in a location that can be easily and safely accessed by the solid waste hauler while utilizing either front loader or side loading equipment. D. All trash enclosures shall be designed with roof and be able to accommodate at least three (3) bins, with at least one (1) bin reserved for recyclable materials and one (1) bin reserved organic waste. Space for a container for organics is also required as described in Section 26F below. E. Prior to the approval of a site plan or the issuance of a building permit, the Public Works Department shall review and approve the number of trash enclosures required to service the project site. F. All developments are required to provide space for the collection of organic materials. Organics are collected in a minimum of 65-gallon wheeled carts are required for areas where collection containers are Exhibit B Resolution No. 4515 Page 8 shared by multiple units. The size of the organics container will be dependent upon the use and size of the building. Where collection containers are shared, organics can be collected six (6) days per week to minimize the space required for a container. MISCELLANEOUS CONDITIONS 4. Prior to issuance of first permit, the applicant shall submit an 8 ½” x 11” street address map exhibit to the Public Works Department for review and approval. The address map exhibit shall be in portable document format (PDF) and shall include the site plan, footprint of building(s), and streets. 5. Prior to issuance of a Building Permit(s), payment of the most current Major Thoroughfare and Bridge Fees (for the Foothill/Eastern Transportation Corridor Agency (TCA)) to the City of Tustin (through the Public Works Department) shall be required. The fee rate schedule automatically increases on July 1st of each year. 6. Any damage done to existing public street improvements and/or utilities shall be repaired to the satisfaction of the City Engineer before acceptance of the tract and/or issuance of a Certificate of Occupancy for the development on any parcel within the subdivision. BUILDING PLAN SUBMITTAL (1), (3) 3.1 Health Department approval is required for swimming pools, and if food service will occur in any of the amenity’s buildings. (1) (3) 3.2 At the time of building permit application, the plans shall comply with the latest edition of the California Residential Code, California Building Code, California Mechanical Code, California Electrical Code, California Plumbing Code, California Green Code, California Energy Code, City Ordinances, State, Federal laws, and regulations as adopted by the City Council of the City of Tustin. (1), (3) 3.3 This project will be subject to Chapter 11-A CBC Access Regulations for multifamily housing. 11-B may apply if any public accommodations are provided for other than the residents and their guests. (3) 3.4 Height, Stories and Construction Type will be required to comply with Chapter 5 CBC and Firewall requirements will be required between the different Construction Types. (1), (3) 3.5 Separation detailing between the concrete garage and residential construction must be designed for drift separation and firestopping if wood frame construction is used. (3) 3.6 The multistory wood frame construction must address dimensional change for utilities and lateral resisting systems. (3) 3.7 Design will address reduced structural wood values for 1-hour assemblies and for FRT treated wood. Exhibit B Resolution No. 4515 Page 9 (3) 3.8 The project will be submitted for building plan review and will be subject to all applicable codes, ordinances and regulations. (5) 3.9 All easements and/or parcel lines that exist will be resolved so as not to prohibit the proposed building configurations or they will be dealt with to the satisfaction of the City prior to plan approval. DESIGN AND ARCHITECTURE (4) 4.1 At building plan check, building elevations visible from public streets shall have enhanced elevations consistent with the approved DR 2024-0013 in terms of color and material, architectural articulation and architectural projections, etc. to the satisfaction of the Community Development Department. (1) 4.2 All exterior colors, textures and materials shall be consistent with the approved Design Review. Specifications on colors, materials, and textures shall be noted in construction plans and subject to review and approval by the Community Development Department. *** 4.3 Final material samples and colors shall be provided at plan check submittal. (1), (4) 4.4 All mechanical and electrical fixtures and equipment, including roof-top equipment, shall be adequately and decoratively screened. The screen shall be included as an element of the overall design of the project and blend with architectural design of the building. All telephone and electrical boxes shall be identified on the construction plans. Electrical transformers shall be located toward the interior of the project to minimize visual impacts and screened by adequate landscaping or other effective screening devices. (4) 4.6 Roof drains and downspouts shall be directed towards internal drive aisles and be minimally visible from the public streets. *** 4.7 The applicant shall submit a master sign plan for City review and approval. The master sign plan shall incorporate a design theme compatible with the building architecture and Tustin Legacy branding, and include directional and wayfinding signs. (1), (5) 4.8 Signage monumentation, if any, identifying the residential community tract shall include the words “At Tustin Legacy” for continuity of the Tustin Legacy branding, as applicable. (1) 4.9 Signage shall be installed under separate permit and approval. LANDSCAPE/HARDSCAPE (6) 5.1 At plan check, the applicant shall provide complete detailed landscaping and irrigation plans for all landscaping areas, consistent with adopted City of Tustin Landscaping requirements. The plans shall include the following: a. Include a summary table identifying plant materials. The plant table shall list botanical and common names, sizes, spacing, location, and quantity of the plant materials proposed. Exhibit B Resolution No. 4515 Page 10 b. Show planting and berming details, soil preparation, staking, etc. The irrigation plan shall show location and control of backflow prevention devices, pipe size, sprinkler type, spacing, and coverage. Details for all equipment must be provided. c. Show all property lines on the landscaping and irrigation plans, public right- of-way areas, sidewalk widths, parkway areas, and wall locations. d. Shrubs should be a minimum of five (5) gallon size and be placed a maximum of five (5) feet on center. Other sizes and spacing may be permitted subject to approval of the Community Development Department. e. Ground cover shall be planted eight (8) to twelve (12) inches on center, or as approved by the Community Development Department. f. Equipment areas shall be screened with walls, vines, and/or trees, subject to review and approval of the Community Development Department. g. On-site walls and fences shall be noted on the plans with specific materials, colors, and decorative treatments. Interior wall/fences shall be made of durable materials subject to review and approval of the Community Development Department. (1) 5.2 The Community Development Department may request minor substitutions of plant materials or request additional sizing or quantity of materials during plan check. (5) 5.3 The landscape plans shall note that coverage of landscaping and irrigation materials is subject to inspection at project completion by the Community Development Department. (1), (6) 5.5 Turf is unacceptable for grades over 25 percent. A combination of planting materials shall be used. On large areas, ground cover alone is not acceptable. (1), (6) 5.6 All plant materials shall be installed in a healthy vigorous condition typical to the species and shall be maintained in a neat and healthy condition. Maintenance includes, but is not limited to, trimming, weeding, removal of litter, fertilizing, regular watering, and replacement of diseased or dead plants. (1) 5.7 Landscape adjacent to the right-of-way shall be in compliance with the requirements of Tustin Legacy Specific Plan. (6) 5.8 Trees in the landscape setbacks adjacent to public rights-of-way shall be provided in a variety of sizes to ensure initial maturity along project perimeter. (1), (5) 5.9 The project shall comply with the City’s Water Efficient Landscape Ordinance and any Executive Orders issued from the Governor of the State of California pertaining to water conservation and irrigation methods. (1), (4) 5.10 Backflow devices and double detector checks shall be painted to match surrounding landscaping when in planters or painted to match the building when Exhibit B Resolution No. 4515 Page 11 located adjacent to. Landscaping shall be utilized to screen the devices where possible. ORANGE COUNTY FIRE AUTHORITY (OCFA) (5) 6.1 Prior to OCFA clearance of a final map or issuance of a precise grading permit or a building permit, if a grading permit is not required: x A Fire Master Plan (service code PR145) x Alternative methods and materials (AM&M) request (PR910), if appliable (5) 6.2 Prior to issuance of a building permit: Architectural (service codes PR200-PR285), an occupancy phases plan must be approved in congruence with the architectural plans for occupancy phasing. Fire sprinkler and standpipe system (service codes PR400-PR465) Underground piping for private hydrants and fire sprinkler systems (service code PR470-475) Emergency responder radio system design (service code PR928); this submittal may be deferred when acceptable to the Building Department, but the required conduit must be installed prior to concealing interior construction Hazardous materials compliance and chemical classification (service codes PR315-PR328) Photovoltaic system (service code PR363) (5) 6.3 Prior to concealing interior construction, the applicant shall obtain OCFA approval for the fire sprinkler system. (Service Code PR500-PR520) (5) 6.6 Prior to Occupancy: Emergency responder radio system testing (service code PR928): Specific submittal requirements may vary from those listed above depending on actual project conditions identified or present during design development, review, construction, inspection, or occupancy. Portions of the project that are deferred shall be subject to the codes, standards, and other applicable requirements in force on the date that the deferred plan is submitted to OCFA. Standard notes, guidelines, informational bulletins, submittal instructions, and other information related to plans reviewed by the OCFA may be found by visiting ocfa.org and the Planning & Development Services in the menu bar. Emergency Responder Digital Radio System: An emergency responder digital radio system shall be provided in this structure. Refer to CFC 510 and the OCC/OCFA DAS/BDA guidelines (available at ocfa.org) for requirements. Evidence of compliance with emergency responder digital radio system design and performance criteria shall be provided prior to occupancy. Exhibit B Resolution No. 4515 Page 12 Temporary/Final Occupancy Inspections: Prior to issuance of temporary or final certificate of occupancy, all OCFA inspections shall be completed to the satisfaction of the OCFA inspector and be in substantial compliance with codes and standards applicable to the project and commensurate with the type of occupancy (temporary or final) requested. Inspections shall be scheduled at least five days in advance by calling OCFA Inspection Scheduling at 714-573- 6150. Phased Occupancy: Phased occupancy of this structure shall be permitted only with prior approval from OCFA and the Building Official. Requests for phased occupancy shall be submitted for evaluation by OCFA as an alternate materials and methods proposal (PR910) accompanying the architectural submittal. Such requests shall be made prior to start of construction only. Emergency Access Easements: Irrevocable reciprocal access easements for emergency access purposes to the benefit of the city of Tustin shall be recorded concurrently with the final map or, where no final map is required, prior to approval of the fire master plan. Lumber-drop Inspection: After installation of required fire access roadways and hydrants, the applicant shall receive clearance from the OCFA prior to bringing combustible building materials on-site. Call OCFA Inspection Scheduling at 714- 573-6150 with the Service Request number of the approved fire master plan at least five days in advance to schedule the lumber drop inspection. USE RESTRICTIONS *** 7.1 The project shall include 1,336 apartment units inclusive of 334 affordable units, a publicly accessible park and café, paseos and private facilities and open space areas that are privately owned but accessible to the public as depicted in the approved site plan. *** 7.2 Power receptacles shall be provided at the community facility including the swimming pool and barbeque areas. (4), *** 7.3 All parking spaces within the project site shall be maintained as shown on the approved “Technical Site Plan”. Any changes to the number, location, or size of parking spaces shall be reviewed and approved by the Director of Community Development. A Parking Enforcement Policy shall be established and enforced by the apartment operation team. *** 7.4 Street parking shall be installed and maintained per the approved “Technical Site Plan”. These unassigned surface parking spaces shall be permanently maintained at the perimeter of the development site unless otherwise directed by the City. (1) 7.7 Any outdoor storage during grading or building stages shall be approved by the Community Development Director. (1) 7.8 Unless otherwise agreed by the City in its sole discretion, the property within the tract or any street or sidewalk or drive (alleyway) thereon shall not be privately gated; provided however, that any swimming pool and/or spa facility within the Exhibit B Resolution No. 4515 Page 13 community facility area and any private indoor common area improvement, including any clubhouse and bathrooms, may be gated or locked and made available solely to residents of the Project and their guests. (1) 7.9 The project shall provide and maintain affordable housing units as proposed and documented by agreement. The composition of income levels for the proposed affordable housing units may be adjusted upon review and approval of the Community Development Director, subject to compliance with applicable State regulations, including but not limited to Density Bonus law and the Surplus Land Act. NOISE (1) 8.1 At plan check, an updated noise analysis shall be provided to ensure compliance with the Tustin Noise standards. *** 8.2 In accordance with the noise analysis, all units shall be constructed with appropriate sound attenuation to achieve the minimum noise level standards pursuant to the City’s Noise standards. Prior to issuance of Certificate of Occupancy, the units shall by analyzed and certified for compliance with the City’s Noise standards. POLICE DEPARTMENT (1) 9.1 Security cameras should be installed on each level of the parking garages. The cameras should be spaced in strategic locations to cover each floor and have a 30-day retention period. (1) 9.2 Parking garages should provide sufficient lighting within the parking garages to illuminate each floor. Please provide photometric design for the parking garages. 9.3 The inside of the parking garages should be painted white, or similar bright color, to promote reflection of light and make the garage brighter. 9.4 Installation of “Bi-Directional Amplifier” that amplifies radio frequencies for first responders would be required. For details on this system, please contact Dave Johnson (949)473-1692 at OCFA. PUBLIC BENEFITS IMPROVEMENTS *** 10.1 The construction of sidewalks, Publicly Accessible Common Area Improvements, parkway and street bulb-out planters, and landscape and irrigation system shall be completed in accordance with the Schedule of Performance in the DDA. *** 10.3 Developer shall perform the maintenance, repair, and replacement of the landscaping described within the Publicly Accessible Park and Common Area exhibit as shown/required in Development Agreement 2024-0003. *** 10.4 Developer shall construct the Publicly Accessible Park and Common Area Exhibit B Resolution No. 4515 Page 14 Improvements, as depicted in Development Agreement 2024-0003. *** 10.5 Developer shall provide a detailed landscape improvement exhibit in conjunction with the Landscape and Water Treatment Installation and Maintenance Agreement. ENVIRONMENTAL (1), (5) 11.1 The developer shall comply with all mitigation measures related to the project that are required by the Mitigation Monitoring Program for the Tustin Legacy Specific Plan (MCAS Tustin) area, identified in this exhibit and in other related project entitlements, including but not limited to the Tustin Legacy Specific Plan Final Supplemental EIR certified on December 17, 2024. Additional measures related to development of this project as noted in the adopted EIS/EIR and are not previously identified in this exhibit as a condition of approval are required as follows: a. Prior to issuance of any permit, the developer shall provide traffic operations and control plans that would minimize the traffic impacts of proposed construction activity. The plans shall address roadway and lane closures, truck hours and routes, and notification procedures for planned short-term or interim changes in traffic patterns. Such plans shall minimize anticipated delays at major intersections. Prior to approval, the City of Tustin shall review the proposed traffic control and operations plans with any affected jurisdiction. b. The applicant shall comply with all City policies regarding short-term construction emissions, including periodic watering of the site and prohibiting grading during second stage smog alerts and when wind velocities exceed fifteen (15) miles per hour. c. The developer shall coordinate with the Tustin Police Department to ensure adequate security provisions are implemented. d. Prior to the issuance of permits for any public improvements or development project, a development applicant shall submit to the City of Tustin information from IRWD which outlines required facilities necessary to provide adequate potable water and reclaimed water service to the development. e. Prior to the issuance of permits for any public improvements or development project, a development applicant shall submit to the City of Tustin and City of Irvine, as applicable, information from IRWD or the City of Tustin which outlines required facilities necessary to provide adequate sanitary sewage service to the development. FEES (1) 12.1 Within forty-eight (48) hours of final approval of the project, the applicant shall deliver to the Community Development Department, a CASHIER'S CHECK payable to the County Clerk in the amount of fifty dollars ($50.00) to enable the Exhibit B Resolution No. 4515 Page 15 City to file the appropriate environmental documentation for the project. If within such forty-eight (48) hour period that applicant has not delivered to the Community Development Department the above-noted check, the statute of limitations for any interested party to challenge the environmental determination under the provisions of the California Environmental Quality Act could be significantly lengthened. (1), (5) 12.2 Prior to issuance of each permit, payment shall be made of all applicable fees, including but not limited to, the following. a. Building plan check and permit fees to the Community Development Department. b. Engineering plan check and permit fees to the Public Works Department. c. Orange County Fire Authority plan check and inspection fees to the Community Development Department. d. Prior to issuance of a Building Permit(s), payment of the most current Major Thoroughfare and Bridge Fees (for the Foothill/Eastern Transportation Corridor Agency (TCA)) to the City of Tustin (through the Public Works Department) shall be required. The fee rate schedule automatically increases on July 1st of each year. e. Water and sewer connection fees to the Irvine Ranch Water District. f. Transportation System Improvement Program (TSIP), Benefit Area “B” fees in the amount of $3.31 per square foot or the most recent rate of new or added gross square floor area of construction or improvements to the Community Development Department. g. New development tax fee in the amount of $350.00 per unit. h. School facilities fee in the amount as required by Tustin Unified School District and the Santa Ana Unified School District. i. Other applicable Tustin Legacy Backbone Infrastructure Program fees. Payment shall be required based upon the most current rates in effect at the time of payment and/or permit issuance and are subject to change.