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EXHIBIT 2 <br />FIRST AMENDMENT TO AMENDMENT AND RESTATEMENT OF THE <br />1992 AGREEMENT BETWEEN THE CITIES OF SANTA ANA AND IRVINE <br />THIS FIRST AMENDMENT ("Amendment") to the above -referenced Restatement is <br />entered into and shall be effective on this day of , 2025 by and <br />between the City of Santa Ana, hereinafter referred to as "Santa Ana," and the City of <br />Irvine, hereinafter referred to as "Irvine." Santa Ana and Irvine are collectively referred to <br />as the "Parties." <br />_]=iaYrA<.1 <br />A. WHEREAS, on November 24, 1992 the Parties entered into an Agreement entitled <br />"Implementation of Roadway and Interchange Mitigation Program for EIR 88-ZC- <br />0087" ("1992 Agreement."). <br />B. WHEREAS, on July 13, 2010 Irvine certified an Environmental Impact Report for <br />certain General Plan Amendments and Zone Changes that are collectively known <br />as the "IBC Vision Plan " That same evening, Irvine approved the General Plan <br />Amendment for the IBC Vision Plan, and conducted a first reading for the Zone <br />Change for the IBC Vision Plan. On July 27, 2010, Irvine conducted a second reading <br />for the Zone Change for the IBC Vision Plan. The IBC Vision Plan is hereinafter <br />referred to as the "Project." The Project is generally bounded by the former Tustin <br />Marine Corps Air Station (MCAS) to the north, the San Diego Creek channel to the <br />east, John Wayne Airport and Campus Drive to the south and State Route 55 (SR- <br />55) to the west. The Project is bordered by the cities of Newport Beach, Santa Ana, <br />Costa Mesa and Tustin. The Project includes and/or contemplates (i) an increase in <br />total units in the Irvine Business Complex ("IBC") from 9,401 units to 15,000 units, <br />and (ii) a reduction of 2,715,062 square feet of nonresidential development <br />(measured in office equivalency). In addition, a total of 2,038 density bonus units <br />could be allowed (and are therefore assumed as part of the Project) in accordance <br />with state law, resulting in a total of 17,038 units; and <br />C. WHEREAS, the Project involves the same land area - the IBC - that was the subject <br />of certain Irvine General Plan Amendment and Irvine Zoning Code Amendments <br />Page 1 of 4 <br />