HomeMy WebLinkAboutOrdinance #2962 ORDINANCE NO. 2962
ORDINANCE OF THE CITY OF THE CITY OF HUNTINGTON BEACH,
ADOPTING THE WATERFRONT MASTER PLAN AND DEVELOPMENT
AGREEMENT
WHEREAS, the Waterfront Project and related entitlements
have been prepared; and
The Waterfront Project falls under the provisions of the
Downtown Specific Plan; and
The complexity and planned long-term phased development of
the project also dictate the need for a Development Agreement
between the City and RLM Properties; and
A Waterfront Master Conceptual Plan and Development
Agreement have been prepared and reviewed at a duly noticed public
hearing held by the Planning Commission of the City Huntington
Beach on June 22 , 1988, and the City Council on August 15 , 1988;
and
City Council Resolution No. 5390 requires the adoption of
an ordinance if the City Council approves the Development
Agreement .
NOW, THEREFORE, the City Council of the City of Huntington
Beach does ordain as follows:
Section 1. The Waterfront Master Conceptual Plan and
Development Agreement:
(1 ) Are consistent with the objective, policies, general
land uses and programs specified in the general plan and Downtown
Specific Plan;
(2 ) Are compatible with the uses authorized in, and the
regulations prescribed for, the land use district in which the
real property is located;
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(3 ) Are in conformity with public convenience, general
welfare and good land use practice;
(4 ) Will not be detrimental to the health, safety and
general welfare; and,
(5 ) Will not adversely affect the orderly development of
property values.
Section 2 . Based on the above findings, the City Council
of the City of Huntington Beach, hereby approves the Waterfront
Master Conceptual Plan and Development Agreement by and between
the City of Huntington Beach and Robert L. Mayer as trustee,
attached hereto and incorporated herein by this reference as
Exhibit "A" .
Section 3 . This ordinance shall take effect thirty days
after its passage.
PASSED AND ADOPTED by the City Council of the City
Huntington Beach at a regular meeting thereof held on the 3rd
day of
October , 1988 .
•
Mayor
ATTEST: APPR D AS TO FORM:
City Clerk Cit - t rn y
REVIEWED AND APPROVED: lV TIATED AND APPROVED:
City Administrator Dir for of Community Development
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1
0 R I G
1
� THE WATERFRONT
DEVELOPMENT AGREEMENT
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t
Recording Requested By:
When Recorded Return to and
Mail Tax Statements to:
DEVELOPMENT AGREEMENT
By and Between
THE CITY OF HUNTINGTON BEACH
and
ROBERT L. MAYER, as Trustee
of the Robert L. Mayer Trust of 1982,
dated June 22, 1982, as amended
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TABLE OF CONTENTS
Page
Section 1. Development of the Site . . . . . . . . . . . . . . . . 9
A. General: Developer's Right to Develop
City's Right to Regulate Development . . . . . . 9
B. Permitted Development On and Uses of the
Site; Permits and Approvals Required . . . . . . 9
C. City Review of Developer's Plans and
RelatedDocuments . . . . . . . . . . . . . . . . . . . . . . . . . . 11
D. Scope of Development . . . . . . . . . . . . . . . . . . . . . . . 13
(1) Architectural .and Design . . . . . . . . . . . . . . 13
(2) Developer's Responsibilities . . . . . . . . . . 14
a. Developer's Improvements 14
(1) Commercial Portion . . . . ... . . . . . 15
(2) Residential Portion 16
(3) Parking and Reciprocal
Parking Agreements. . . . . . . . . . . . 17
(4) Miscellaneous Site
Improvements . . . . . . . . . . . . . . . . . 18
(5) Walnut Avenue Extension and
the "Spur" Street . . . . . . . . . . . . 18
(6) Miscellaneous Public
Improvements . . . . . . . . . . . . . . . . . 20
b. Setbacks . . . . . . . . . . . . . . . . . . . . . . . . . . 22
C. Building Construction . . . . . . . . . . . . . 23
d. Signs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
e. Screening . . . . . . . . . . . . . . . . . . . . . . . . . 23
f. Landscaping . . . . . . . . . . . . . . . . . . . . . . . 24
g. Utilities . . . . . . . . . . . . . . . . . . . i . . . . . 24
h. Vehicular Access . . . . . . . . . . . . . . . . . . 25
E. Permitted Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(1) General 25
(2) Alcoholic Beverage Sales .and
Consumption. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(3) Dancing and Live Entertainment . . . . . . . . 26
F. Phasing of Development . . . . . . . . . . . . . . . . . . . . . 26
G. Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
H. Cost of Development . . . . . . . . . . . . . . . . . . . . . . . . 30
(i)
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I. Applicable Ordinances, Regulations, Rules,
and Official Policies . . . . . . . . . . . . . . . . . . . . . . 30
J. Other Governmental Agency Permits 32
K. Transient Occupancy Tax Ordinances . . . . . . . . . 33
Section 2. Annual Review of Developer's Compliance
With Agreement; Default; Remedies;
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
A. Annual Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
B. Defaults--General 35
C. Enforced Delay; Extension of Times of
Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
D. Legal Actions . . . . . . . . . . . . . . . . 38
E. Applicable Law and Attorney's Fees . . . . . . . . . 38
F. Inaction Not a Waiver of Default . . . . . . . . . . . 39
G. No Cross-Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 3 . General Provisions . . . . . . . . . . . . . . . . . . . . . 40
A. Assignment . . . . . . . . . . . . . . . . . . . . . 40
B. No Joint Venture or Partnership . . . . . . . . . . . . 40
C. Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . - 40
D. Amendment of Agreement . . . . . . . . . . . . . . . . . . . . . 41
E. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
F. Cooperation in the Event of
Legal Challenge . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
G. Enforceability of Agreement . . . . . . . . . . . . . . . . 45
H. Findings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
I . Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
(ii)
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J. Cooperation; Execution of Documents . . . . . . . . 47
K. Justifiable Reliance . . . . . . . . . . . . . . . . . . . . . . . 47
L. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
M. Entire Agreement; Waivers . . . . . . . . . . . . . . . . . . 49
N. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
EXHIBITS
A Site Map
B Legal Description
C Technical Site Plan, Project Description, and Site
Statistics (Approved Master Plan for Commercial
Portion of Site and Conceptual Site Plan for
Residential Portion of Site)
D Conceptual Residential Phasing Exhibit
E Approved Title Exceptions
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DEVELOPMENT AGREEMENT BY AND BETWEEN
THE CITY OF HUNTINGTON BEACH AND
ROBERT L. MAYER, as Trustee of the
Robert L. Mayer Trust of 1982 ,
dated June 22, 1982 , as amended
THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into
by and between ROBERT L. MAYER, as Trustee of the Robert L.
Mayer Trust of 1982 , dated June 22 , 1982 , as amended
(hereinafter "Developer") , and the CITY OF HUNTINGTON BEACH,
a municipal corporation (hereinafter "City") , pursuant to the
authority of Sections 65864 through 65869 . 5 of the Government
Code of the State of California (the "Development Agreement
Statute") .
R E C I T A L S:
A. To strengthen the public planning process,
encourage private participation in comprehensive planning and
reduce the economic risk of development, the,, Legislature. of
P g
the State of California adopted the Development Agreement
Statute, which statute authorizes the City to enter into a
development agreement with any person having a legal or
equitable interest in real property for the purpose of
establishing certain development rights in the property which
is the subject of a development project application.
Pursuant to the authorization set forth in California Govern-
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ment Code Section 65864 et seq. , the City Council adopted
Resolution No. 5390 on June 18, 1984 , establishing procedures
and requirements for consideration of Development Agreements.
B. Pursuant to the California Community Redevelopment
Law (California Health and Safety Code Section 33000 et
seq. ) , the City Council has previously adopted Ordinance Nos.
2578 and 2634 establishing a Redevelopment Plan for the
Main-Pier Redevelopment Project Area (the "Redevelopment
Project Area") . The purpose of the Redevelopment Plan is to
eliminate blight and redevelop the Redevelopment Project
Area. Pursuant to Section 3 . 1 of the Redevelopment Plan, the
City is committed to aiding and cooperating with the
Redevelopment Agency of the City of Huntington Beach (the
"Agency") to carry out the Redevelopment Plan.
C. The purpose of this Agreement is to establish
development rights and obligations in certain real property
(the "Site") situated within the Redevelopment Project Area,
to assist in the Agency's implementation of the Redevelopment
Plan to provide a secure means of financing needed public
p g
improvements, to provide additional visitor-serving facili-
ties, employment opportunities, and housing and to generate
substantial additional revenues to the City and Agency to
enable them to maintain and improve vital public services
provided to the citizens of Huntington Beach.
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D. The Site is that portion of the Redevelopment
Project Area so designated on the "Site Map" and more
particularly described in the "Legal Description" which are
attached hereto as Exhibits "A" and "B" , respectively, and
incorporated herein by this reference. The Site includes the
"Developer Parcel, " the "City Beach Maintenance Facility
Parcel, " and the "Beach Boulevard Remnant Parcel, " which are
each so designated on the Site Map.
E. On or before the Effective Date of this Agreement,
Developer and the Agency will be entering into a Disposition
and Development Agreement (the "DDA") , which DDA provides for
the disposition of the Site to Developer and its development
as an integrated, multi-phased commercial and residential
complex (the "Project") . The DDA will be a public record on
file in the office of the City Clerk of the City. Unless
otherwise specifically set forth herein, all of the defined
terms in this Agreement shall have the same meanings as such
terms have in the DDA.
F. As of the Effective Date of this Agreement, the
City owns fee simple title to the Site. Developer is the
present lessee of that portion of the Site consisting of the
Developer Parcel, pursuant to the terms of that certain
Second Amended and Restated Lease ("Existing Lease") between
the City and Developer dated on or about August 15, 1988, and
expiring on or about January 31, 2013 . After the Effective
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Date of this Agreement, the Agency and City will be entering
into a Purchase and Sale Agreement (the "City-Agency
Agreement") pursuant to which the City will convey to the
Agency all of the City's right, title, and interest in and to
the various "Separate Development Parcels" within the Site
(as that term is defined below) , including all improvements
thereon which are owned by the City, excepting only certain
reserved City interests in oil, gas, hydrocarbon substances,
and mineral and water rights, all as more particularly
described in the City-Agency Agreement and the DDA.
Such conveyances shall occur in 'time for the
"Disposition Transfers" of such Separate Development Parcels
from Agency to Developer -- transfers of fee title to that
portion of the Site to be developed for residential uses (the
"Residential Portion") and transfers of new and revised
leases with respect to that portion of the Site to be
developed with commercial uses (the "Commercial Portion") ,
all as set forth in the DDA.
G. Prior to and as a condition to each Disposition
Transfer, the Developer will be required to obtain City
approval of the following specific land use approvals and
building and construction permits (the "Approvals") to the
extent applicable to each Separate Development Parcel to be
so transferred: (i) a "Master Site Plan" for the Separate
Development Parcels in the Commercial Portion; (ii) a
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"Conceptual Plan" for the Separate Development Parcels in the
Residential Portion; (iii) a conditional use permit or
permits and a coastal development permit or permits for each
phase; (iv) a "special permit" for any requested deviations
from normal development standards and requirements; (v) a
parcel or tract map for the consolidations/divisions of the
existing parcels within the Site to create the various
Separate Development Parcels; (vi) approval of the "change of
use" of the existing mobilehome park on the Developer Parcel
(including without limitation the removal of the "M-H overlay
Zone" therefrom, the approval of the Impact of Conversion
Report, and the approval of a Relocation Assistance Plan) ;
(vii) as to the Separate Development Parcel (s) on which an
identified wetlands is located, approval of wetlands
mitigation in accordance with the Coastal Element of the
City's General Plan and the Downtown Specific Plan; (viii)
final building plan/permit approval for the Developer
Improvements on a Separate Development Parcel 'and approval of
the plans and specifications or construction drawings for any
public improvements to be constructed by the Developer within
public rights-of-way; and (ix) an encroachment permit or
permits for work to be undertaken by the Developer in public
rights-of-way. As of the Effective Date of this Agreement,
the following Approvals will have been issued: (i) approval
of the Master Site Plan for the Commercial Portion (which
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consists of the applicable portions of the "Technical Site
Plan, Project Description and Site Statistics" which is
attached to this Agreement as Exhibit "C") ; (ii) approval of
the "change of use" of the existing mobilehome park on the
Developer Parcel (including without limitation the removal of
the "M-H Overl4y Zone" therefrom [ZC No. 87-7] and approval
of the Impact of Conversion Report and Relocation Assistance
Plan therefor) ; (iii) the conditional use permit (CUP
No. 87-7) and coastal development permit (CDP No. 87-7) for
the Phase 1 hotel; (iv) approval of any "special permits" for
deviation from -normal development standards or requirements
for the Phase 1 hotel; and (v) the tentative tract map
(TT No. 13045) for the Phase 1 hotel . In addition, as of the
Effective Date of this Agreement, the City has adopted a
Precise Plan of Alignment for Walnut Avenue through the Site
consistent with the Approvals so granted. The balance of the
aforesaid Approvals have not been issued.
H. Insofar as the California Environmental Quality Act
(Public Resources Sections 21000 et seq. , (CEQA) ) is concern-
ed, the Project is a part of the area included within the
Downtown Specific Plan which was adopted by the City Council
on July 18 , 1983 . Environmental Impact Report 82-2 prepared
for the Downtown Specific Plan considered generally the
impacts of the land uses proposed by the Project. In
addition, the City, as lead agency for the Project, prepared
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a Supplement to Environmental Impact Report 82-2 for the
Project. Prior to the Effective Date of this Agreement, the
City has certified the Supplement to Environmental Impact
Report 82-2, adopted certain mitigation measures with respect
to the Project, and made certain findings with respect
thereto, all as required by CEQA. The City has fully
considered the environmental impacts of the Project and the
Supplement to EIR 82-2 prior to approving the Project.
I. On June 22 , 1988, the City Planning Commission, the
advisory agency for purposes of development agreement review
pursuant to Government Code § 658.67, held 'a duly-noticed
public hearing regarding this Agreement and, at the con-
clusion of the hearing, and after considering the evidence
and argument submitted by the City staff, the Developer, and
all interested parties, adopted its Resolution No. 1400
recommending that the City Council approve this Agreement.
J. On August 15, 1988, the City Council held a duly-
noticed public hearing regarding this Agreement, _and
considered the recommendation of the Planning Commission and
the evidence and argument submitted by the City staff, the
Developer, and all interested parties.
K. Development of the Project on the Site in
accordance with this Agreement and the Approvals is in
accordance with the policies and goals set forth in the
City's General Plan and Downtown Specific Plan.
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L. For the reasons recited herein, the parties hereto
have determined that the Project is a development for which a
Development Agreement is appropriate. This Agreement will
eliminate uncertainty in planning for and secure the orderly
development of the Project, assure progressive installation
of necessary public improvements, provide for public services
appropriate to each stage of development of the Project,
ensure attainment of the maximum effective utilization of
resources within the City, generate substantial revenues
needed by the. City and Agency to maintain and expand vital
public services for the benefit of all citizens of the City,
and otherwise achieve the important public goals and purposes
for which the Development Agreement Statute was enacted. In
exchange for these benefits to the City, the City has deter-
mined that it is appropriate that the Developer receive the
assurance that it may proceed with the Project in accordance
with the terms and conditions of this Agreement and the
City's existing ordinances, resolutions, regulations, rules,
and official policies as of the Effective Date of this
Agreement.
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C O V E N A N T S:
Section 1. Development of the Site.
A. General: Developer's Right to Develop;
City's Right to Regulate Development. Developer shall have
the right to rproceed with the Project on the Site in
accordance with the terms and conditions of this Agreement,
and City shall have the right to regulate development of the
site in accordance with the terms and conditions of this
Agreement and all City ordinances, regulations, rules, and
official policies in force as of the Effective Date of this
Agreement.
B. Permitted Development On and Uses of the Site;
Permits and Approvals Required. The City shall permit the
Project to be developed on the Site in accordance with the
terms and conditions set forth in this Agreement (including,
without limitation, Section 1.0 and 1. I below) and the
Approvals referenced in Recital G above. The} permitted uses
of the Site, the density and intensity of use, the maximum
height, bulk and size of proposed buildings, provisions for
reservation or dedication of land for public purposes, the
location and design of public improvements, the uses to be
permitted on the Separate Development Parcels, and all other
terms and conditions of development applicable to the Site
shall be those set forth in this Agreement, the Master Site
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Plan for the Commercial Portion of the Site, the conditional
use permit, coastal development permit, and tentative tract
map to be approved for the Phase 1 hotel prior to or
concurrently with the Effective Date of this Agreement, the
approved "change of use" of the existing mobilehome park on
the Developer , Parcel (including without limitation the
approved Impact of Conversion Report and Relocation
Assistance Plan) , all of the other terms and conditions of
this Agreement (including without limitation, and to the
extent not superseded by the specific provisions hereof, all
applicable City ordinances, regulations, rules, and official
policies in force as of the Effective Date of this
Agreement) , and the development plans and permits to be
secured by the Developer after the Effective Date of this
Agreement, as referenced in Recital G above. Notwithstanding
the foregoing, the City recognizes that Developer may request
approval of plans or permits which differ from the Approvals
previously granted and the specific provisions of the Scope
of Development (Section 1.D below) based upon refinements in
planning or changes in market or financial feasibility
between the Effective Date of this Agreement and the time of
actual development, provided that such plans shall in all
events be consistent with the Downtown Specific Plan and
other General Plan and zoning requirements applicable to the
Site as of the Effective Date of this Agreement. The City
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agrees to act reasonably in reviewing any such proposed
changes) based upon legitimate land use planning concerns.
In the event of any inconsistency between the approved plans
and this Agreement, the approved plans shall govern.
With specific regard to the Residential Portion of
the Site, the -Developer and City each recognize that the
Developer is required to obtain Planning Commission approval
of a Conceptual Site Plan for the Residential Portion prior
to approval of any conditional use permit for residential
development, in accordance with Section 4 . 10. 02 of the
Downtown Specific Plan. The Developer and City hereby agree
that the portion of the Technical Site Plan, Project
Description, and Site Statistics attached hereto as Exhibit
"C" applicable to the Residential Portion of the Site is
provided by the Developer for informational purposes only to
allow the City to analyze the nature of the planned
development of the Residential Portion.
The City agrees to cooperate with the Developer in
issuing encroachment permits reasonably required by the
Developer for any construction to be undertaken by the
Developer in City rights-of-way.
C. City Review of Developer's Plans and Related
Documents. The City agrees to promptly commence and dili-
gently proceed to complete the review of all of Developer's
applications for development and building permits and
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approvals. The City's evaluation of such matters shall be
conducted in accordance with City ordinances, regulations,
rules, and official policies in force as of the Effective
Date of this Agreement. During the preparation of all
drawings, plans, and related documents, staff of the City and
Developer shall - hold regular progress meetings as needed to
coordinate the preparation and review of such items. The
staff of the City and Developer shall communicate and consult
informally as frequently as is necessary to ensure that the
formal submittal of any documents to the City can receive
prompt and speedy attention. Upon the Developer's request
and payment of all City costs therefor, the City may retain a
contract plan checker or checkers to enable the City to
expedite the processing and review of final building plans
and construction drawings.
No plan, permit, or approval required for the
development of the Project shall be revoked or subsequently
disapproved once issued by the City provided that the
development is consistent with the plan, permit, or approval.
Any disapproval by the City shall state in writing the
reasons for disapproval.
If Developer desires to make any substantial
change in any of the plans after their approval by the City,
Developer shall submit the proposed change to the City for
approval. The processing, review, and approval of any such
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revised submittal shall be subject to the same provisions as
are set forth above for the initial submittal.
D. Scope of Development. The Project shall be
planned, designed, and constructed in accordance with this
Section 1.D.
{1) Architectural and Design. The Commercial
Portion and the Residential Portion of the Site
shall be designed and developed as integrated
complexes in which the buildings will have
architectural excellence, both individually, as
well as in the context of the total commercial
complex and residential complex, respectively. The
architecture and design of each phase of the
Project shall be subject to the City's normal
Design Review Board approval process.
The improvements to be constructed on the Site
shall be of high architectural quality, shall be
well landscaped, and shall be effectively and
aesthetically designed. The shape, scale of
volume, exterior design, and exterior finish of
each building, structure, and other improvement
must be consonant with, visually related to,
physically related to, and an enhancement to each
other and, to the extent reasonably practicable, to
adjacent improvements existing or planned within
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the Redevelopment Project Area. The Developer's
plans, drawings, and proposals submitted to the
Agency for approval shall describe in reasonable
detail the architectural character intended for the
Developer Improvements.
The open spaces between buildings where they
exist shall be designed, landscaped and developed
with the same degree of excellence. The total
development shall be in 'conformity with the
Redevelopment Plan for the Redevelopment Project
Area.
(2) Developer's Responsibilities.
a. Developer Improvements. Subject to
all of the other provisions of this Agreement, the
Developer agrees to develop and construct, or cause
the development and construction of the
improvements (herein the "Developer Improvements")
}
defined below, or such additional size, intensity,
and character of improvements as may be permitted
and approved under applicable land use regulations
of the City and Agency.
The Site will be developed in six (6)
commercial phases and three (3) residential phases.
The boundaries between and among the phases of
development shall be generally consistent with the
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Y
phasing plan included in Exhibit "C. " It is
understood that phases may be developed
concurrently, subject to the limitations set forth
in Section 1.F of this Agreement. The six (6)
commercial phases and the three (3) residential
phases are described in Exhibit "C" and are
described generally below.
(1) Commercial Portion. The
Developer Improvements on the Commercial Portion of
the Site shall include:
(a) Phase 1; Separate Develop-
ment Parcel No. 1: A maximum 300-room first-
class hotel on an approximately 3 . 6 acre
parcel .
(b) Phase 2 ; Separate Develop-
ment Parcel No. 2 : A recreation/tennis/health
and fitness facility, including a swimming
pool, exercise/weight training room, sauna,
and spa on an approximately 3 . 5 acre parcel.
(c) Phase 3 ; Separate Develop-
ment Parcel No. 3 : A first-class hotel with
conference facilities, with a maximum of 500
rooms, located on an approximately 2 . 9 acre
parcel.
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(d) Phase 4 ; Separate Develop-
ment Parcel No. 4 : An all-suite hotel with a
maximum of 250 rooms, located on an
approximately 1. 2 acre parcel.
(e) Phase 5; Separate Develop-
ment Parcel No. 5: A specialty retail center
on an approximately 3 . 8 acre parcel, with
approximately 751000 square feet of
improvements.
(f) Phase 6; Separate Develop-
ment Parcel No. 6: A luxury hotel with a
maximum of 400 rooms, located on an
approximately 5 acre parcel.
(2) Residential Portion. The
Developer Improvements on the Residential Portion
of the Site shall be phased in general conformity
with the "Conceptual Residential Phasing Exhibit"
attached hereto as Exhibit "D" and shall include:
(a) Phase 1; .Separate Develop-
ment Parcel No. 7 : Approximately one-half
(1/2) of the residential units to be
constructed on the Residential Portion (438,
based upon the maximum development of 875
residential units contemplated in the
Supplement to EIR 82-2) .
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(b) Phase 2 ; Separate Develop-
ment Parcel No. 8: Approximately one-fourth
(1/4) of the residential units to be
constructed on the Residential Portion (219,
based upon the maximum development of 875
residential units contemplated in the
Supplement to EIR 82-2) .
(c) Phase 3 ; Separate Develop-
ment Parcel No. 9 : Approximately one-fourth
(1/4) of the residential units to be
constructed on the Residential Portion (218 ,
based upon the maximum development of 875
residential units contemplated in the
Supplement to EIR 82-2) .
(3) Parking and "Reciprocal Parking
Agreements. The Developer shall provide all off-
street parking required pursuant to the applicable
provisions of the Huntington Beach ►Ordinance Code
(the "Code") , including any permitted
modifications, per the approved plans. The City
has agreed that the parking for the Phase 1 hotel
(including guest rooms, lounges, meeting rooms,
ball rooms, and guest-serving retail uses) shall be
determined on the basis of the City's parking
requirement for hotels of 1. 1 parking spaces per
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guest room, pursuant to Article 9606 (a) (H) of the
Code. If the City determines after the Phase 1
hotel is completed and operating that the parking
is not adequate, the Developer agrees to cure such
deficiency by providing additional parking (above
the Code requirement) in the subsequent commercial
phase or phases. The City and Developer agree to
address such parking deficiency by obligating such
subsequent commercial phase or phases to provide
joint-use or shared parking for the benefit of the
Phase 1 hotel. Parking for the other hotels
planned for the Commercial Portion (Phases 3, 4,
and 6) may be handled in the same manner. Parking
deficiencies may not be cured by providing
additional parking along the beach side of Pacific
Coast Highway.
(4) Miscellaneous Site Improve-
ments. The Developer shall " provide all
landscaping, open areas, driveways, and other
incidental on-Site improvements required for each
Separate Development Parcel as development occurs,
in accordance with the approved plans.
(5) Walnut Avenue Extension and the
"Spur" Street. Walnut Avenue shall be extended
through the Site consistent with the Precise Plan
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of Alignment for Walnut Avenue previously approved
by the City. The north-south connector street
between commercial Phases 3 and 4 (the "spur"
street) shall extend across a portion of the Site,
from Pacific Coast Highway to Walnut Avenue,
between the Phase 3 commercial development
(Separate Development Parcel No. 3) and the Phase 4
commercial development (Separate Development Parcel
No. 4) , as shown on the approved Master Plan for
the Commercial Portion.
Walnut Avenue and the spur street
shall each consist of approximately 80 feet of
pavement, including the landscaped median strip,
within 90 feet of right-of-way and shall include
(i) traffic signalization at the intersections of
Huntington/Walnut, Walnut/"spur" street, Walnut/
Beach, and "spur" street/PCH, (ii) median
landscaping and perimeter landscaping designed to
enhance the quality and aesthetic character of the
Developer's development on the Site, and (iii) all
of the curbs, gutters, sidewalks, street lights,
bus benches, storm drains, utilities, parkway
landscaping, and other required improvements in the
street right-of-way.
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The extension of Walnut Avenue shall
be phased as follows: (i) the first phase shall be
the stub-in from Huntington Street to the area
adjacent to the rear of the Phase 1 hotel (Separate
Development Parcel No. 1) , and shall be
accomplished prior to completion of the Phase 1
hotel; and (ii) the balance of the construction
shall be accomplished by the completion of the
Phase 3 commercial development (Separate
Development Parcel No. 3) .
(6) Miscellaneous Public Improve-
ments. The Developer shall be responsible for the
following limited and specific off-site public
improvements and site work:
(a) A pedestrian overcrossing
of Pacific Coast Highway in the general
location of the Phase 3 commercial development
(Separate Development Parcel• No. 3) , - if
incorporated into the approved plans (and Cal
Trans provides its approval) . Said overcros-
sing shall be in conformity with the City's
existing Downtown Design Guidelines and
CalTrans minimum design standards as described
in Section 7-105 of the State of California
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Highway Design Manual (using pedestrian-only
design standards) .
(b) At the Developer's option
(and assuming all necessary governmental
approvals are obtained) , an additional
pedestrian overcrossing of Pacific Coast
Highway in the general location of the Phase 5
commercial development (Separate Development
Parcel No. 5) , with said overcrossing to be
consistent with the overcrossing referenced in
subparagraph (a) and in conformity with the
engineering and design standards referenced
therein.
(c) The following additional
public improvements: (i) any street widening
required around the perimeter of the Site;
(ii) curbs, gutters, sidewalks, street lights,
street furniture, and landscaping within
public rights-of-way on the Site; (iii)
signalization improvements or modifications at
the intersections of Beach/PCH and PCH/
Huntington Street; (iv) extension of the City
domestic water line from its existing terminus
at Olive and Third Streets to the Site; and
(v) extension of all other utilities required
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for development of the Project from their
existing locations at the perimeter of the
Site across the public rights-of-way on or
adjacent to the Site and each Separate
Development Parcel thereof.
(d) In connection with the
preparation of each Separate Development
Parcel for construction of the Developer
Improvements, the Developer shall reabandon
any existing abandoned oil wells on such
parcel to the then-current standards of the
California Division of Oil and Gas.
(e) After the Developer
satisfactorily completes each of the public
improvements required to be constructed in
accordance with this Agreement, such
improvements shall be accepted by the City or
Agency. The City shall maintain such
improvements at no expense to the Developer,
and the Developer shall have no responsibility
therefor, except that the Developer shall
maintain at its sole expense the sidewalk. and
landscaping behind the curb.
b. Setbacks. Minimum building and
parking setbacks shall be in accordance with the
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4
applicable existing provisions of the Huntington
Beach Ordinance Code.
C. Building Construction. Buildings
shall be constructed in accordance with the
applicable existing provisions of the Huntington
Beach Ordinance Code and the approved final
building plans.
d. Signs. Sig
ns ns shall be in accordance
with the applicable existing provisions of the
Huntington Beach Ordinance Code and, more
specifically, the Downtown Specific 'Plan and design
criteria. No signs shall be erected on the
exterior of the improvements unless such signs and
signing have been submitted to and approved by the
Planning Commission. Developer shall submit for
approval by the Planning Commission and shall
implement a Planned Signage Program with respect to
all signage on the Site prior to the installation
of any signs.
e. Screening. All outdoor storage of
materials or equipment shall be enclosed or
screened by walls, landscaping, or enclosure to the
extent and in the manner reasonably required by the
City/Agency staff and applicable existing
provisions of the Huntington Beach Ordinance Code.
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f. Landscaping. The Developer shall
provide all landscaping and irrigation required on
the Site, including the landscaping and irrigation
within the public rights-of-ways on or adjacent to
the Site, in accordance with the approved landscape
plans, The Developer shall maintain all
landscaping on the Site behind the curb. After
satisfactory installation of the median landscaping
and irrigation systems within the public rights-
of-way on the Site in connection with the
development of each Separate Development Parcel,
the City shall accept such improvements and
maintain the same at no expense to the Developer,
and the Developer shall have no further
responsibility therefor.
g. Utilities. The Developer agrees to
extend all utilities required for the development,
use and maintenance of the improvements on the Site
from the locations to which such utilities will be
brought pursuant to Section 1.G below to the
private improvements to be located on each
applicable Separate Development Parcel.
All utilities on the Site shall be
located underground.
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i
h. Vehicular . Access. The number and
location of vehicular driveways and curb breaks
shall be in accordance with the approved plans.
E. Permitted Uses.
(1) General. After completion of construc-
tion on each Separate Development Parcel, the Developer (and
permitted successors and assigns) shall be entitled to use
and occupy the Site in accordance with the development
approvals referenced in Recital G and Section 1. B of this
Agreement and otherwise in accordance with all applicable
existing provisions of the Huntington Beach Ordinance Code.
(2) Alcoholic Beverage Sales and Consumption.
The hotels to be developed in the Commercial Portion of the
Site (including the restaurants, lounges, and similar
accessory uses located within such hotels) shall be permitted
to sell alcoholic beverages for on-premises consumption,
subject to the Developer's obtaining the necessary liquor
license(s) from the California Department of Alcohol and
I " ��
Beverage Control ("ABC")) . The City recognizes that
restaurants and other , commercial uses located elsewhere
I
within the Commercial Portion of the Site may require
permission for the sale of alcoholic beverages for on-
premises consumption as well, and the City agrees that such
uses shall be permitted subject to the Cit 's reasonable
p � Y
review of location, type of use, and other similar land-use
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considerations and economic factors to assure a continued
high-quality Project that is compatible with neighboring
residential and commercial uses.
(3) Dancing and Live Entertainment. The
hotels to be developed in the Commercial Portion of the site
(including the restaurants, lounges, and similar accessory
uses located within such hotels) shall be permitted to
provide live entertainment and dancing in accordance with the
City's ordinances, regulations, rules, and official policies
in force as of the Effective Date of this Agreement. The
City recognizes that restaurants and other commercial uses
located elsewhere within the Commercial Portion of the Site
may require permission for live entertainment and/or dancing
as well, and the City agrees that such uses shall be
permitted subject to the City's reasonable review of
location, type of use, and other similar factors to assure a
continued high-quality Project that is compatible with
neighboring residential and commercial uses. F
F. Phasing of Development. Notwithstanding any
other provisions of this Agreement to the contrary, without
the City's written consent, which consent may be withheld in
the City's sole and absolute discretion, the time, order, and
phasing of the development of the Separate Development
Parcels within the Site shall be consistent with the
following requirements and limitations:
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(i) Within the Commercial Portion of the
Site, the order of development shall be
as follows: Phase 1, Phase 2, Phase 3,
Phase 4, Phase 5, and Phase 6 (Separate
Development Parcel Nos. 1-6) (as such
phases are described in Section 1.D
above) .
(ii) Within the Residential Portion of the
Site, the order of development shall be
as follows: Phase 1, Phase 2 , and
Phase 3 (Separate Development Parcel Nos.
7-9) (as such phases are described in
Section 1. D above) .
(iii) The commencement of construction of the
Phase 1 residential development (Separate
Development Parcel No. 7) shall occur no
earlier than the demolition of the
Huntington Beach Inn and the commencement
of construction of the Phase 3 commercial
development (Separate Development Parcel
No. 3) .
(iv) The commencement of construction of the
Phase 2 residential development (Separate
Development Parcel No. 8) shall occur no
earlier than the commencement of
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construction of the Phase 4 commercial
development (Separate Development Parcel
No. 4) .
(v) The commencement of construction of the
Phase 3 residential development (Separate
Development Parcel No. 9) shall occur no
earlier than the commencement of
construction of the Phase 6 commercial
development (Separate Development Parcel
No. 6) .
This Section 1.F shall be interpreted consistently
with Section 1.D above. The timing and phasing of
development shall be further restricted as set forth in the
DDA.
During the term of this Agreement, no moratorium or
other ordinance, regulation, rule, or official policy
limiting or conditioning the rate, timing, or sequencing of
development of the Site (including without w limitation any
ordinance, regulation, rule, or official policy which
purports to limit or condition the rate, timing, or
sequencing of development based upon levels of service on
roadways, roadway capacities, capacities of drainage
facilities, capacity of sewer facilities, provision of
emergency service, or similar matters) shall apply to the
Site.
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G. Utilities. The City represents that, with the
exception of the domestic water line referenced below, all
utilities (including sanitary sewer, gas, electrical, storm
drainage, telephone, and cable TV) are available at the
perimeter of the Site and that the capacities of such
utilities are and shall remain at all times sufficient to
adequately service the construction, operation, and
maintenance of the improvements contemplated for the Site,
provided that the Project is developed in accordance with the
phasing schedule set forth in Section 1. F and Exhibit "C. "
The Developer agrees to extend the City domestic water line
from its existing terminus at Olive and Third Streets to the
Site. In general, the line shall be extended to Walnut
Avenue and thence along Walnut Avenue (including the planned
extension thereof east of Huntington Street) to the Site,
with the precise alignment as determined by the City. Within
sixty (60) days after the Effective Date of this Agreement,
the City shall establish a precise alignment► for the water
line and provide the Developer with all engineering
requirements and specifications for the water line and all
information available to the City regarding the physical
conditions along the proposed alignment that are pertinent to
construction. The Developer shall prepare plans and
specifications for the water line and submit the same to the
City for approval no later than the date on which the
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Developer submits its final building plans for the Phase 1
hotel, provided that the City understands that the Developer
at its option may submit the utility plans and commence
construction of the water line in advance of the submittal of
plans and commencement of construction of the Phase 1 hotel.
The City shall review and approve the plans and
specifications for the water line in the same manner as set
forth in Section 1.0 above for the review of final building
plans and construction drawings.
H. Cost of Development. The Developer shall be
responsible for all costs of developing the Project,
excepting only those costs which have been expressly assumed
by the City under this Agreement or by the Agency under the
DDA.
I. Applicable Ordinances, Regulations, Rules, and
Official Policies. The City's ordinances, regulations,
rules, and official policies governing permitted uses of the
Site, and the development, density, intensity of use, design,
improvement, construction and building standards, occupancy,
levels of service of traffic improvements and traffic
mitigation requirements, police, fire, and paramedic
protection, drainage protection and flood control, park
standards, restrictions (if any) on the timing, sequence, and
phasing of development, and all other City land use
requirements applicable to the Site and the Project shall be
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those ordinances, regulations, rules, and official policies
in force as of the Effective Date of this Agreement. Any
amendment to said ordinances, regulations, rules, or official
policies after the Effective Date of this Agreement shall not
be applicable to the Site or the Project without Developer's
prior written consent.
This Section shall not preclude the application to
the Site or the Project of changes in City laws, ordinances,
regulations, rules, or policies, the terms of which are
reasonably required for public health or safety reasons or
changes which are specifically mandated and" required by
changes in state or federal laws or regulations, as provided
for in Government Code Section 65869 . 5.
This Section shall .not be construed to limit the
authority of the City to require Developer to pay the
applicable processing and development fees and charges for
land use approvals, building permits and other similar
permits and entitlements which are in force and effect on a
uniform city-wide basis at the time such fees are due,
subject only to the following:
(i) The Developer shall not be responsible
for paying any new or increased fee or
charge to provide or contribute to
improvements or services not required to
be provided or contributed to by the
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Developer under the City's ordinances,
regulations, rules, and official policies
in force as of the Effective Date of this
Agreement; and
(ii) The amount of any increased fee or charge
after the Effective Date of this
Agreement shall not exceed the increase
in the reasonable cost of providing the
improvement or service for which the fee
or charge is imposed.
J. Other Governmental Agency Permits. The City
agrees to assist the Developer and Agency, at no cost or
expense to the City (other than overhead and employee staff
time) , in securing any and all permits (but not the payment
of fees) which may be required by any other governmental
agency affected by such construction, development, or work,
including without limitation (i) encroachment permit(s) from
the California Department of Transportation' for any work
within the right-of-way along the Beach Boulevard and Pacific
Coast Highway frontages of the Site (such as curb cuts and
the pedestrian overpass (es) ) ; (ii) approval from the
California Department of Fish and Game and United States Fish
and Wildlife Service for the wetlands mitigation required for
any identified wetlands on the Beach Boulevard Remnant
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Parcel; and (iii) approval of any coastal development
permit(s) required from the California Coastal Commission.
K. Transient Occupancy Tax Ordinances. Prior to
the Effective Date of this Agreement, the City and Agency
have each adopted ordinances under California Revenue and
Taxation Code Section 7280.5 which ordinances in effect
transfer from the City to the Agency the authority to levy
and/or collect a sufficient amount of transient occupancy
taxes generated from the hotels on the Site to enable the
Agency to timely satisfy its payment obligations to the
Developer in accordance with the DDA. Said ordinances
provide that, in the event that the Agency fails at any time
to make payments to the Developer in the full amounts
required to be paid in accordance with the DDA, and such
failure continues for a period of thirty (30) days after
written notice from Developer, such ordinances shall
automatically become operative. The City agrees to take all
actions necessary and appropriate to implement such
ordinances in order to accomplish the parties' mutual
objective of enabling the Agency to timely meet its financial
obligations under the DDA. Until the Developer has been paid
or reimbursed all amounts due from the Agency under the DDA
(or, as to the payments to be made under Paragraph 4 only of
Attachment No. 5 to the DDA, any unpaid balance is forgiven
and discharged as provided therein) , the City shall not
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repeal, modify, or amend the City ordinance on this subject
in a manner that jeopardizes or impairs the Developer's right
to receive payments in the amounts, at the times, and subject
to the conditions set forth in the DDA.
Section 2 . Annual Review of Developer's Compliance With
, Agreement; Default; Remedies; Termination.
A. Annual Review. In accordance with Government
Code Section 65865. 1, the City shall periodically review
whether Developer is proceeding .in good faith to comply with
this Agreement. Reviews shall be conducted annually, with
the first such review to occur within twelve (12) months
after the Effective Date and the last such review to occur no
later than the final expiration date referenced in clauses
(i) , (ii) , and (iii) of Section 3 .E below.
The City shall begin the review proceeding by
giving notice to Developer that the City intends to undertake
a periodic review of the Agreement. The notice shall be
delivered to Developer at least thirty (30) days in advance
of the time at which the matter will be considered by the
Planning Commission.
The Planning Commission shall conduct a public
hearing and shall determine on the basis of the evidence
presented at the hearing whether or not Developer has, for
the period under review, complied with the terms and
conditions of the Agreement. At the conclusion of the public
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hearing, the Planning Commission shall either find that
Developer has complied with the Agreement or, if it finds to
the contrary, make its recommendation in writing to the City
Council regarding the appropriate action, if any, to be
taken. The City Council shall consider the recommendation of
the Planning Commission and, if the City Council determines
on the basis of the evidence that the Developer has not
complied with the terms and conditions of this Agreement, the
City shall have such remedies for default as are set forth in
Section 2 .B below. A City Council determination that
Developer has not complied with any of the terms or
conditions of this Agreement shall be a final administrative
determination of such matter, but shall not be conclusive in
any subsequent judicial action and Developer does not waive
any of its rights or defenses with respect thereto.
Failure of the City to timely conduct a periodic
review pursuant to this Section 2 .A shall not in any manner
invalidate this Agreement, nor shall any such failure in any
way diminish, impede, or abrogate the rights and privileges
of the Developer hereunder or the obligations of the City
hereunder or the obligations of the Agency under the DDA.
B. Defaults--General . Subject to extensions of
time by mutual consent in writing or as set forth in Section
2 .0 below, failure or delay by either party to perform any
term or provision of this Agreement shall constitute a
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default under this Agreement. In the event of an alleged
default or breach of any terms or conditions of this
Agreement, the party alleging such default or breach shall
give the other party not less than thirty (30) days notice in
writing specifying the nature of the alleged default and the
manner in which, said default may be satisfactorily cured.
During any such 30-day period, the party charged shall not be
considered in default. If the nature of the default in
question is such that it cannot reasonably be cured within
such 3.0-day period, the commencement of the cure within such
time period and the diligent prosecution to completion of the
cure shall be deemed a cure within such period.
Subject to the foregoing, after notice and
expiration of the 30-day period without cure, the non-
defaulting party, at its option, may institute legal
proceedings pursuant to this Agreement and/or give notice of
intent to terminate the Agreement. Any action by the City to
terminate this Agreement shall be in accordance with Govern-
ment Code Sections 65865, 65867, and 65868 and Section 7 of
City Council Resolution No. 5390.
Evidence of default may also arise in the course of
a regularly scheduled periodic review of this Agreement
pursuant to Government Code Section 65865. 1, as described in
Section 2 .A above. If City determines that Developer is in
default following the completion of the normally scheduled
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periodic review (and assuming that such a default does in
fact exist) , the City shall give Developer not less than
thirty (30) days' notice in writing specifying the nature of
the alleged default and the manner in which said default may
be satisfactorily cured. During any such 30-day period
Developer shall not be considered in default. If the nature
of the default in question is such that it cannot reasonably
be cured within such 30-day period, the commencement of the
cure within such time period and the diligent prosecution to
completion of the cure shall be deemed a cure within such
period. If the default is not so cured, the" City, ; at its
option, may institute legal proceedings pursuant to this
Agreement and/or give notice of intent to terminate this
Agreement, as provided in the preceding paragraph above.
C. Enforced Delay; Extension of Times of
Performance. In addition to specific provisions of this
Agreement, performance by either party hereunder shall not be
deemed to be in default, and all performance and other dates
specified in this Agreement shall be extended, where delays
or defaults are due to any causes beyond the reasonable
control and without the fault of the party claiming an
extension of time to perform. An extension of time for any
such cause shall be for the period of the enforced delay only
and shall commence to run from the commencement of the cause,
and shall commence upon notice by the party claiming such
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extension, which shall be delivered within thirty (30) days
after commencement of the cause.
D. Legal Actions. In addition to any other
rights or remedies and subject to the restrictions in
Paragraph A above, either party may institute legal action to
cure, correct, or remedy any default, to recover damages for
any default, or to obtain any other remedy consistent with
the purpose of this Agreement. Such legal actions must be
instituted in the Superior Court of the County of Orange,
State of California, in an appropriate municipal court in
that county, or in the Federal Court in the Central District
of California. Notwithstanding the foregoing, the City and
Developer agree that, subject to the provisions of Paragraphs'
B and C above, the City's sole and exclusive remedy for a
default by the Developer in failing to timely close a
Disposition Transfer as to a Separate Development Parcel
shall be to terminate this Agreement with respect to such
portions of the Site as to which the DDA is terminated in
accordance with the provisions of the DDA; provided, that a
termination of this Agreement shall not limit or restrict the
Agency's remedies for default under the DDA.
E. Applicable Law and Attorneys Fees. This
Agreement shall be construed in accordance with the laws of
the State of California. Should legal action be brought by
either party for breach of this Agreement or to enforce any
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provision, the prevailing party in such action shall be
entitled to reasonable attorney's fees, court costs, and such '
other costs as may be fixed by the court.
F. Inaction Not a Waiver of Default. Any failure
or delay by a party in asserting any of its rights and
remedies as to any default shall not operate as a waiver of
any default or of any such rights or remedies, or deprive
such party of its right to institute and maintain any actions
or proceedings which it may deem necessary to protect,
assert, or enforce any such rights or remedies.
G. No Cross-Defaults. Subsequent to either a
Disposition Transfer of a particular Separate Development
Parcel or an assignment by Developer of its interest in such
Separate Development Parcel to an assignee permitted under
the DDA and Section 3 .A below, no default by the Developer or
a permitted assignee as to any other portion of the Site
shall be deemed a default by the Developer or a permitted
assignee with respect to said Separate Development Parcel and
no default by the Developer or a permitted assignee with
respect to said Separate Development Parcel shall be deemed a
default hereunder as to any other portion of the Site;
provided, that nothing in this Section 2 .G shall be
interpreted to entitle the Developer to proceed with any
phase of development prior to or in violation of the phasing
schedule set forth in Section 1. F above.
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Section 3 . General Provisions.
A. Assignment. Developer shall have the right to
assign its rights and obligations under this Agreement, the
Site, the Developer Parcel, or Separate Development Parcels
only to a person or persons or entity or entities to which
Developer is permitted to assign and has assigned the DDA,
the Site, the Developer Parcel, or a Separate Development
Parcel or Parcels, as applicable, as provided in the DDA. As
used herein, . the term "Developer" includes Robert L. Mayer,
as Trustee of the Robert L. Mayer Trust of 1982 , dated June
22 , 1982 , as amended, and any permitted assignee of or
successor to any of its rights, powers, and responsibilities
hereunder.
B. No Joint Venture or Partnership. City and
Developer mutually deny any intention to form a joint venture
or partnership, and agree that nothing contained herein or in
any document executed in connection herewith shall be
construed as making City and Developer join't venturers - or
partners.
C. Covenants. The provisions of this Agree-
ment shall constitute covenants which shall run with the land
comprising the Site, and the benefits and burdens hereof
shall bind and inure to all successors in interest to the
parties hereto. Not by way of limitation of the foregoing,
upon the termination of this Agreement with respect to any
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portion of the Site that is not the subject of a Disposition y
Transfer to Developer, the Agency shall succeed to any and
all rights of Developer hereunder. Within ten (10) days
after the Effective Date of this Agreement, the City shall
cause a copy of the Agreement to be recorded against the
Site, in accordance with Government Code Section 65868.5.
D. Amendment of Agreement. This Agreement may be
amended from time to time by mutual consent of the City and
Developer in accordance with the provisions of Government
Code Sections 65867 and 65868 and pursuant to the procedures
set forth in City Council Resolution No. 5390 .
E. Term. The term of this Agreement shall
commence upon the Effective Date and shall expire upon the
earliest of the following dates:
(i) As to each Separate Development Parcel within
the Site which is the subject of a Disposition
Transfer to Developer, the date on which the
Agency issues its Certificate, of Completion
for the Developer Improvements to be
constructed on and with respect to said
parcel; or
(ii) As to any portion of the Site that is not the
subject of a Disposition Transfer to Developer
(and except as provided in Section III.0
above) , the earlier of (a) the termination of
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the DDA with respect to such portion of the
Site, or (b) December 31, 2010; or
(iii) Such earlier date that this Agreement may be
terminated in accordance with Section 2 above.
Notwithstanding clause (i) above, as to each Separate
Development Parqel within the Site which is the subject of a
Disposition Transfer to Developer, the following specific
Sections of this Agreement shall continue in effect after the
date on which the Agency issues its Certificate of Completion
and shall not expire or terminate until the following dates,
provided that the Developer is not in default of its
obligations hereunder:
(iv) With respect to Section 1.E ("Uses") , until
December 31, 2087 .
(v) With respect to Section 1.L ("Transient
Occupancy Ordinances") , until the Developer
has been paid or reimbursed all amounts due
from the Agency under the DDA.
Upon the expiration or termination of this Agree-
ment for any reason as to the Site or any portion thereof,
the City and Developer agree to cooperate and execute any
document reasonably requested by the other party to remove
this Agreement of record as to the Site or applicable portion
thereof. It is understood that a termination of this
Agreement shall not constitute a termination of the DDA, the
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Existing Lease, or any other agreement to which Developer and
City or Developer and Agency may be parties; the termination
of such other agreements being governed. by the provisions of
those agreements themselves.
F. Cooperation in the Event of Legal Challenge.
In the event of any legal action instituted by any third
party challenging the validity or enforceability of any
provision of this Agreement, or any of the City's Approvals
for the Project (including but not limited to approval of the
"change of use" of the existing mobilehome park on the
Developer Parcel, relocation of the tenants therefrom, and
the Relocation Assistance Plan) , or the Mobilehome
Acquisition and Relocation Agreement dated September 19,
1988, by and among the Agency, Developer, the Driftwood Beach
Club Mobile Homeowner's Association, Inc. , and individual
mobilehome owners or tenants, or any other action by either
party in performing hereunder or under the aforementioned
Relocation Assistance Plan or Mobilehome Acquisition and
Relocation Agreement, as the same may be amended from time to
time, the parties hereby agree to cooperate in defending said
action as set forth in this Section 2 .F.
The City shall have the right, but not the obli-
gation, to defend any such action; provided, that without the
Developer's prior written consent, which consent shall not be
unreasonably withheld, City shall not allow any default or
-43-
08/15/88 FINAL
2962
judgment to be taken against it and shall not enter into any
settlement or compromise of any claim which has the effect,
directly or indirectly, of prohibiting, preventing, delaying,
or further conditioning or impairing the Developer's develop-
ment, use, or maintenance of any portion of the Site or
impairing any of the Developer's rights hereunder or under
the DDA. In addition, City shall provide reasonable
assistance to Developer in defending any such action, such
assistance to include (i) making available upon reasonable
notice and at no cost to Developer,
Y
Cit officials and
employees who are or may be witnesses in such action, and
(ii) provision of other information within the custody or
control of City that is relevant to the subject matter of the
action.
Developer shall have the obligation to defend any
such action; provided, however, that this obligation to
defend shall not be effective if and to the extent that
Developer determines in its reasonable discretion that such
action is meritorious or that the interests of the parties
justify a compromise or a settlement of such action. In this
regard, Developer's obligation and right to defend shall
include the right to hire (subject to approval by the City)
attorneys and experts necessary to defend, the right to
process and settle reasonable claims, the right to enter into
reasonable settlement agreements and pay amounts as required
-44-
08/15/88 FINAL
2962
by the terms of such settlement agreements, and the right to
pay any judgments assessed against Developer, Agency, or
City. If Developer defends any such action, as set forth
above, it shall indemnify and hold harmless Agency and City
from and against any claims, losses, liabilities, or damages
assessed or awarded against either of them by way of
judgment, settlement, or stipulation, but not including any
litigation expenses or attorney's fees incurred by either
City or Agency in defending said action as set forth
hereinabove or in the DDA. Notwithstanding any other
provision of this Agreement to the contrary, all costs and
expenses incurred by Developer in defending any litigation
arising out of the processing, approval, and/or implementa-
tion of the "change of use" of the existing mobilehome park
on the Developer Parcel, the relocation of the occupants of
such mobilehome park, and payments to or for the benefit of
such persons shall be reimbursable pursuant to the DDA. In
the event any such litigation involves other claims - or
issues, the reimbursement due to the Developer shall be a
fair proration based upon the percentage of time and expense
allocable to those claims and issues for which the Developer
is entitled to reimbursement and those claims and issues for
which the Developer is not entitled to reimbursement.
G. Enforceability of Agreement. The City and
Developer agree that unless this Agreement is amended or
-45-
08/15/88 FINAL
2962
terminated pursuant to the provisions of this Agreement, this
Agreement shall be enforceable by either party hereto
notwithstanding any change hereafter in any applicable
General Plan, Redevelopment Plan, Specific Plan, zoning
ordinance, subdivision ordinance or any other land use
ordinance or building ordinance, resolution, or regulation,
rule, or policy adopted by City.
H. Findings.
1. City hereby finds and determines that
execution of this Agreement is in the best interest of the
public health, safety, and general welfare and the provisions
of this Agreement are consistent with the City's General
Plan.
Except as specifically provided in the DDA,
2 . / City further finds, based upon all
information made available to the City prior to or concur-
rently with the execution of this Agreement, that there are
no City ordinances, regulations, rules, or official policies
in force as of the Effective Date of this `Agreement that
would prohibit or prevent the full completion and occupancy
of the Project described herein.
I. Severability. If any term, provision, cove-
nant or condition of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable,
the remaining provisions of this Agreement shall continue in
full force and effect, unless the rights and obligations of
-46-
08/15/88 FINAL .
2962
the parties have been materially altered or abridged by such
invalidation, voiding or unenforceability.
J. Cooperation Execution of Documents. Each
party shall execute and deliver to the other all such other
further instruments and documents as may be necessary to
carry out this " Agreement in order to provide and secure to
the other party the full and complete enjoyment of its rights
and privileges hereunder.
K. Justifiable Reliance. City and Developer each
acknowledge that, in investing its time, money, and expertise
for the development of the Project, it will be reasonably and
justifiably relying upon the other party's covenants contain-
ed in this Agreements and those specifically articulated in the DDA.
City further acknowledges that the Project is and
shall be considered a single integrated development project,
and that the Developer's development of each component of the
Project is dependent upon its right to complete and occupy
F
each other component, and that the economic viability of each
component of the Project is and shall be dependent upon the
Developer's right to complete and occupy each other component
and upon the City's full performance of its obligations under
this Development Agreement.
L. Notices. Any notice or communication hereunder
between City or Developer shall be in writing, and may be
given either personally or by registered or certified mail,
-47-
08/15/88 FINAL
2962
return receipt requested. If given by registered or certi-
fied mail, the same shall be deemed to have been given and
received on the first to occur of (i) actual receipt by any
of the addresses designated below as the party to whom
notices are to be sent, or (ii) five (5) days after a
registered or .certified letter containing such notice,
properly addressed, with postage prepaid, is deposited in the
United States mail. If personally delivered, a notice shall
be deemed to have been given when delivered to the party to
whom it is addressed. Any party hereto may at any time, by
giving ten (10) days written notice to the other party
hereto, designate any other address in substitution of the
address to which such notice or communication shall be given.
Such notices or communications shall be given to the parties
at their addresses set forth below:
If to City:
City Administrator -
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Copy to:
City Attorney
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
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08/15/88 FINAL
2962
If to Developer:
Robert L. Mayer, as Trustee of the
Robert L. Mayer Trust of 1982
c/o The Robert Mayer Corporation
660 Newport Center Drive, Suite 1050
Newport Beach, CA 92660
Copy to:
Jeffrey M. Oderman, Esq.
Rutan & Tucker
611 Anton, Suite 1400
Costa Mesa, CA 92626
M. Entire Agreement; Waivers. This Agreement is
executed in two .duplicate originals, each of which is deemed
to be an original. This Agreement consists of fifty-one (51)
pages and five (5) exhibits which constitute the entire
understanding and agreement of the parties. This Agreement
integrates all of the terms and conditions mentioned herein
or incidental hereto, and supersedes all negotiations or
previous agreements between the parties with respect to all
or any part of the subject matter hereof, excepting only the
DDA, the Existing Lease, the new and revised Leases to be
entered into with respect to Separate Development Parcels in
the Commercial Portion, and any other agreements referenced
herein.
All waivers of the provisions of this Agreement
shall be in writing and signed by the appropriate authorities
of the City and Developer, and all amendments hereto must be
-49-
08/15/88 FINAL
2962
in writing and signed by the appropriate authorities of the
City and Developer.
N. Effective Date. The Effective Date of this
Agreement shall be the date that the City ordinance adopting
this Agreement becomes effective, which date shall be thirty
(30) days after the City Council meeting at which such
ordinance is adopted.
ATTEST: CITY OF HUNTINGTON BEACH, a
municipal corporation
a
By: By:
Its: City Clerk Its: ay
TH OBERT L. MAYER TRUST OF
' 1982
By: ��2�M2
Its: Trustee
Approved as to Form:
City Attoe
' 6/112/065580-0001/009
-50-
08/15/88 FINAL
2962
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE )
On this day of sr � , 1988, before me, the
undersigned, otary P lin and for said State, person-
ally appeared personally known to me
(or proved to me on the basis of satisfactory evidence) to be
the person who executed the within instrument as Trustee of
the Robert L. Mayer Trust of 1982, dated June 22, 1982, as
amended, the entity therein named, and acknowledged to me
that he executed the within instrument.
WITNESS my hand and official seal.
=( -California
EAL
ILLA
® liforniaNTY Notary Public
. 8, 1990
STATE OF CALIFORNIA )
ss. �W��
COUNTY OF ORANGE
Ad
On this day o /fy
1988, before me, the
undersigned, a Notary Publicin and said State, person-
ally appeared personally known to me ��,�(ko+c
(or proved to ig on the basis of satisfactory evidence) to beand
the P ersor6 who executed the within instrument as the Mayor
' NT NG ON BEACH the public entity therein
the CITY OF HU I T , p y
named, and acknowledged to me that such entity executed the
within instrument.
WITNESS my hand and official seal.
{ Notary Public
OFFICIAL SEAL
BETTE BARILLA
Notary Public--California
ORANGE COUNTY
MY Comm. Exp.Jan.8, 1990
-51-
08/15/88 FINAL
A
s
EXHIBIT "A"
All
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BEACH BOULEVARD REMNANT PARCEL
P ARED BY:
3 L rir®~ Rnl.� n�r#r.�w.A.;�.•.w,ra ln�
(714)Af- , 04.1.5
rti s[ -�j EXHIBIT "A"
2962
EXHIBIT "B"
L-EG�►L DESCR= PTSON
ALL THAT CERTAIN LAND IN THE CITY OF HUNTINGTON BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THAT PORTION OF SECTION 14, TOWNSHIP 6 SOUTH RANGE 11 WEST IN THE
RANCHO LOS BOLSAS, AS PER MAP FILED IN BOOK 51, PAGE 14 OF
MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF A LINE THAT IS PARALLEL WITH AND
50.00 FEET WEST OF THE EAST LINE OF SAID SECTION 14 WITH THE NORTH
LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION;
THENCE SOUTH 0' 44' 22" EAST 1820.36 FEET ALONG SAID PARALLEL LINE
TO THE NORTH LINE OF THE LAND DESCRIBED IN BOOK 2351, PAGE 5 OF
OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 74' 34' 12" WEST
45.01 FEET ALONG SAID NORTH LINE TO THE NORTHEAST LINE OF THE LAND
DESCRIBED AS PARCEL 2 IN BOOK 826, PAGE 379, SAID OFFICIAL
RECORDS; THENCE NORTH 53' 05' 49" WEST 172.33 FEET ALONG SAID
.NORTHEAST LINE TO THE WEST LINE OF THE LAND DESCRIBED IN BOOK 261,
PAGE 41 OF DEEDS, RECORDS OF SAID COUNTY; THENCE NORTH 0' 44' 22"
WEST 12.63 FEET ALONG SAID WEST LINE TO THE NORTHEASTERLY RIGHT OF
WAY LINE OF PACIFIC COAST HIGHWAY AS DESCRIBED IN BOOK 455, PAGE
400 OF SAID OFFICIAL RECORDS; THENCE NORTH 53' 05' 49" WEST
2242.93 FEET ALONG SAID NORTHEAST LINE TO THE EAST LINE OF THE
LAND DESCRIBED IN BOOK 13500, PAGE 1394 OF SAID OFFICIAL RECORDS;
THENCE ALONG THE BOUNDARY OF SAID LAND THE FOLLOWING COURSES;
SOUTH 3' 46' 53" EAST 5.78 FEET TO A POINT ON A NON-TANGENT
1250.00 FOOT RADIUS CURVE THAT IS CONCAVE SOUTHWESTERLY A RADIAL
TO SAID POINT BEARS NORTH 32" 06' 11" EAST; NORTHWESTERLY 51. 48
FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 2' 21 ' 34"; NORTH
60' 15' 23" WEST 71.94 FEET; NORTHERLY 45. 79 FEET ALONG A 27.00
FOOT RADIUS CURVE THAT IS CONCAVE EASTERLY THROUGH A CENTRAL ANGLE
OF. 97' 09' 34"; NORTH 36' 54' 11" EAST 141. 92 FEET TO THE
NORTHEAST LINE OF THE LAND DESCRIBED AS PARCEL 1 IN BOOK 8020,
PAGE 73 OF SAID OFFICIAL RECORDS; THENCE NORTH 53' 05' 49" WEST
17.00 FEET ALONG SAID NORTHEAST LINE TO SOUTHEAST RIGHT OF WAY
LINE OF HUNTINGTON AVENUE 60.00 FEET IN WIDTH; THENCE NORTH 36'
54' 11" EAST 147.95 FEET ALONG SAID RIGHT OF WAY LINE TO AN ANGLE
POINT THEREIN; THENCE NORTH 0' 42' 59- WEST 21.81 FEET ALONG SAID
RIGHT OF WAY TO THE NORTH LINE OF SAID SOUTH HALF; THENCE NORTH
89' 42' 58" EAST 1905.70 FEET TO THE POINT OF BEGINNING.
(:HARRIS E. COUTCHIE, L.S. 3118
EXPIRATION DATE: JUNE 30, 1988
LAND 8, 9G
HAf;?IS E
v COPTCH1E o
LG-0222 EXHIBIT "B" J',�, NO. 3118
134. 1201 pQ'OF 2962
F
_ prove 6122188
T H E \VAT E R F R N F@
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COMMERCIAL MASTER SITE PLAN
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Pursuant to Downtown Specific Plan Section 4.11 .02
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7-
PEASE 1 PEASE It PEASE III PEASE IV PEASE V PEASE VI
►IUAT CLASS NOTE4 NEALTN'PA CON►EUCNCE NOTEL ALL-SUITE MOTEL &MOPPING PLAZA LUZUUT MOTEL
T EN NIA CODUTA PAUEINC ATOUCTUUE
N
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2188
1?eEWWATEURONT. P ge' f 2
Location: Phase Descriptions:
The Waterfront is a master-planned mixed-use de-
velopmcnt encompassing approximately 44 acres Phase 1: First-Class Hotd Phase 3: Cooteream Hoed Phase S: Retail Shopping Ph=
located on the inland side of Pacific Coast Highway The first phase will consist of a first-class hotel of The third phase will consist of a conference hotel of The fifth phase will consist of a retail shopping plaza
between Huntington Street and Beach Boulevard in approximately 300 guest rooms on an approxi- a maximumof 500guest roomson an approximately of a maximum of 75,000 sq.fL located on an approxi-
the City of Huntington Beach. The projected is mately 3.58 acre site and will include: 2.9 we site and will include: mately 3.81 acre site and will include:
located within the Main-Pier Redevelopment Proj- 1 restaurant 3 restaurants Restaurants
ect Area of the City,and contains Downtown Specific 1 delicatessen/snack shop 1 entertainment lounge Specialty retail shopping facilities
Plan District#Sb and District#9.The two districts 1 entertainment lounge 2 lobby lounges Outdoor plaza areas
are separated by the future extension of Walnut I lobby lounge conference,meeting and ballroom facilities
Avenue through the,site. meeting and ballroom facilities clerical and conference support services Both above-grade and subterranean parking facili-
car rental and travel assistance office car rental and travel assistance office ties will provide significant opportunities for recipro-
The subject of this Commercial Master Site Plan is gift/sundry shop gift/sundry shop and other related specialty re- cal parking agreements between the retail shopping
District#9surroundcd by Huntington Street,Pacific fitness/exercise room tail boutiques plaza and the other facilities of the project.
Coast Highway,Beach Boulevard, and the future swimming pool,spa and outdoor plaza fitness/exercise room
extension of Walnut Avenue. swimming pool,spa and outdoor plaza
Project Description: Phase 2: Tennis and Health Center Phase 4: All-Suite Hold Phase e: Luxury Hold
The second phase will consist of a tennis and health The fourth phase will consist of an all-suite hotel of r he sixth and final phase of the Commercial Master
I center on an approximately 3.48 acre site and will approximately 250 guest rooms on an approxi- Site Plan will consist of a luxury hotel of a maximum
r The commercial portion of The Waterfront encom include: mately 1.22 acre site and will include: of 400 guest rooms located on an approximately 5.04
passes approximately 20.03 net acres and will consist 1 restaurant sae site and will include
of six phases consisting of four hotels,one tennis and •
9 tennis courts 1 lounge 2 restaurants
A health center and one retail shopping plaza. The 25 meter lap pool and spa car rental and travel assistance office 1 entertainment lounge
3 phases will be developed numerical order moving tennis practice alley with ball machine fitness/exercise room 1 lobby lounge
from west to east along Pacific Coast Highway begin- clubhouse and health center of a maximum of indoor pool meeting and ballroom facilities
� Bing at Huntington Street and ending at Beach 25,000 sq. ft. that will include locker rooms, car rental and travel assistance office
Boulevard. Although constructed in phases, is tennis pro shop/sports clothing store, snack gift/sundry shop and other related specialty retail
intended that The Waterfront shall e considered as shophuice bar,event clubroom with cocktail bar boutiques
a single integrated development project. overlooking the tennis courts,and personal care fitness/exercise room
As described and illustrated in greater detail herein, services such as massage, facials,salon,sauna swimming pool,spa and outdoor plaza
Walnut Avenue willbe constructed from Huntington and hydrotherapy.
Street to Beach Boulevard and a linear park called The facility will be open to the public and a fee may
the"Pacific Promenade"along Pacific Coast High- be charged for its use. The facility will be eon-
way will provide a pedestrian fink between each
phase.Additionally,two pedestrian overpasses over parking
required over subterranean parking and,except for
Pacific Coast Highway will provide a direct link be- parki the public's use of the tennis
twten the project and the beach. and health center,,that parking will be subject to
reciprocal parking agreements for the use of the
conference hotel and other facilities of the project.
N iE
tV -
App22/88
Page 3 of 12
Additional Features: Maximum Development: View Opportunities: Open Space:
Each hotel will contain the amenities and support The buildings shall conform to the maximum enve- As illustrated in this master site plan,the high-rise Open space areas are indicated on the illustration
services normally contained within hotels of the cate- lopesof guest room count,building square footages buildings are oriented perpendicular to Pacific entitled"Open Space"contained herein. In order to
gorics described and as a normal feature of such (excluding parking),height,and bulk as indicated Coast Highway and widely separated to allow abun- create as much open space as passible most parking at
hotels the restaurants,lounges and banquet opera- on the illustration entitled 'Building dant view opportunities from the upper floors of the the project will be placed in subterranean garages
tions will serve alcoholic beverages for oo-site con- Bulk"contained herein. future residential development to the north(Resi- below finish grade.As a result,the open space areas
sumption and will provide live entertainment and dcatial District #8-b). Additionally, the public will include those public, landscaped areas above
dancing. plaza areas in the hotels,the tennis center and the subterranean parking garages provided that those
retail shopping plaza are located above the level of public areas do not exceed an elevation of one foot
Pacific Coast Highway to provide unobstructed vertical forevery three feethorizontal from the top of
Architectural Design: Timing of Development. views towards the sea. curb of Pacific Coast Highway. The subterranean
garages underneath these landscaped open spas
All portions of the project shall carry a Mediterra- Timing of development will be influenced by mar- areasshall not beconsideredassitecoverage:Seethe
nean architectural style and shall conform to the ket conditions but i Vehicular Access: typical section at the Pacific Promenade shown on
architectural guidelines of the Downtown Specific s estimated as follows: previously the rcviousl referenced illustration.
Plan. Each phase of the project shall be designed so pbww 1: First Clam Hotel All vehicular access will be taken from Walnut
that the buildings will have architectural excellence Construction is planned to commence in the fall of Avenue,the connector street,Huntington Street
both individually as well as in the context of a total 1988 and be and Beach Boulevard. No vehicular access will be
ecompleted inthespringof1990.Walnut
integrated development. It is intended that each Avenue to be extended from Huntington Street to taken from Pacific Coast Highway to avoid traffic
M building follow a consistent program of colors,de- eastern edge of the Phase I site. impacts on the highway and to provide uninter-
X tails,exterior finishes and thematic elements such as rupted pedestrian circulation along the "Pacific
x the roofs, arched windows and balconies oriented pbsAe 2: Tennis and Health Center Promenade"linear park.
H towards the sea so that each building is related to and
bd Completion in 1992. Phase 2 is planned to be con-
an enhancement of each other.The open space areas structed concurrently with phase 3.
H shall be designed,landscaped and constructed with Pedestrian Circulation:
the same degree of excellence and architectural Phase 3: Conferrnce Hotel
n consistency. Completion in 1992. Extension of Walnut Avenue The project shall provide public pedestrian links
and connector street to Pacific Coast Highway. between each phase via the"Pacific Promenade"
linear park fronting Pacific Coast Highway and
Signage: phase 4: AL-Suite Hold Beach Boulevard and a public sidewalk on Walnut
Completion in 1994. Avenue and Huntington Street. Additionally,two
A cohesive signage program will be adopted for the pedestrian overpasses over Pacific Coast Highway
project that will control all signage at the site. The Phase 5: Retail Shopping Plan will be provided that will provide a direct access
signage will be designed to reflect the integrated Completion 1996. . between the project and the beach. Lastly, two
nature of all the phases of the project and to blend pedestrian paths through the project will link the
aesthetically with the architecture of the project. Phase 6: Luxury Hotel future residential development to the north(Resi-
Completion 199f1. dential District #S-b) with the pedestrian over-
passes over Pacific Coast Highway.See the illustra-
tion entitled"Public Improvements".
N !y
1.0
N
A e1 22188
g 12
Public Improvements: Areas Reserved for Public Use: Reciprocal Agreements:
Public improvements areas indicated on the illustra- The areas reserved for public use are indicated on
tion entitled "Public Improvements" contained the illustration entitled"Areas Reserved for Public Public Access:
herein and include: Use"contained herein.
Reciprocal public access casements will be provided
The Pacific Promenade and surrounding public to allow public access to each phase of the project via
Pacific Promenade: Pedestrian Overpasses: streets and sidewalks to the project shall remain the Pacific Promenade and from the beach via the
open to the public at all times. The pedestrian pedestrian overpasses over Pacific Coast Highway.
The"Pacific Promenade"is a minimum 50 foot wide Two pedestrian overpassesover Pacific Coast High- overpasses over Pacific Coast Highway and the PC-
landscaped linear park along Pacific Coast Highway way will provide a direct connection between the destrian paths between the future residential and
and Beach Boulevard with lush landscaping and a project and the beach for the mutual benefit of visi- the overpasses shall remain open to the public sub- Landscape Maintenance:
meandering sidewalk. This will provide a way to ton to the project,the residents of the future resi- ject to the operating hours of the public beach.The
physically and thematically link each phase of The dcntial to the north Residential District�8-b and Tennis and Health Center shall remain open to the
( ) Reciprocal landscape maintenance agreements will
Waterfront's commercial portion,providing an invit- the beach-visitor. public subject to reasonable hours of operation and be provided between each phase of the project to
ing pedestrian connection throughout the project. a fee for its use. ensure consistent,quality care ofall landscaped are"
The Pacific Promenade will include occasional seat- including building setback areas,the Pacific Prome-
ing areas,benches,fountains,etc.to create unique Tennis and Health Center: nade and areas within the street right of ways.
and differing Mediterranean-inspired pedestrian
environments connected by plazas,arches and court- The tennis and health center as described previ-
tT] yards.The sidewalk will be moved away from the curb ously is a public recreational opportunity benefit- •Parking.
line for safety and to provide a more interesting ting all visitors and residents of the City of Hunting-
experience walking within a landscaped area cle- ton Beach. It is recognized that there is an opportunity for
to vated to provide a better view of the beach. Direct shared use ofparking facilities atThe Waterfront due
access between the beach and the Pacific Promenade
'� is provided by the pedestrian overpasses over Pacific to the close proximity and variable demands of each
Coast Highway. Miscellaneous: phase of the project. Therefore,reciprocal parking
agreements will be provided between the phases to
Other public improvements provided by the project allow the most efficient use of the parking facilities
include the extension of Walnut Avenue and the provided at the project. In the event that a parking
Path to Future Residential. connector street including sidewalks and land- deficiency is experienced in the operation of a phase
scaped median strips,enhanced hardscape and sig- of the project,additional parking will be provided in
Two pedestrian pathways will provide a convenient nage monumentation at key intersections, bus a subsequent phase.
link between the future residential and the pedes- benches and turnouts as required by Orange County
trian overpasses,encouraging a safe transit to the Transit District, and acceleration/deceleration
beach. lanes onto Pacific Coast Highway.
N
Apptuveu 61«ld8
Page"
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PHASE 1 L PHASE 11 »».........».» PHASE III PHASE IV PHASE V ..»•.....•..»..• L PHASE VI
FIRST CLASS MOTEL TEW"AND HEALTH CONFESENCE lam ALL-SLETE MOTEL SHOPPSFO PLAZA LUXURY MOTEL
KIN►ASG STRUCTURE
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_fHASt I PHASE 11 [HASE.III FMAS[..LV FMASt Y ►HASE yl
FIRST CLASS HOTEL TENNIS AND HEALTH CONFERENCE HOTEL ALL-SUITE HOTEL SHOFFWC PLAZA LUXURY HOTEL
CENTER PARKING STRUCTURE
COMMERCIAL MASTER SITE PLAN
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DENOTES LIMIT OF BUILDING BULKPa
trURlmovran Es
f—DENOTES DIMENSION OF LIMIT ELU9S5 TR AaL&—
y OF BUILDING BULK LINE rKW I F•KTCLM4H0TEL rR II m'*W.,
r.LLIE f TLN.IH/HEALTH CLAIM W. 1 76,0E.I.
who DENOTES'HIGH-RISE' rm" COWEA&WANOTIL E■ .t So.—.1.
STRUCTURES h1AY.ALL-SUN HOTEL U• II lr.lr..l
1�0 1160r rf"M 9 RETAIL R,aFIVA y. I R,•r 0, \`-
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CrJ PHASE I PHASE II ........ PHASE 111 PHASE IV PHASE V •....... PHASE VI
X FIRST CLAPS HOTEL TEHII/K ANO HEALTH•, CONFERENCE HOTEL ALL-SIRTE HOTEL SHOPP•HO PLAZA LUXURY HOTEL
IV CENTER PARKING STRUCTURE
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_PHASE 1 PHASE HI FHASE IV -Yj
fRST CLASS HOTEL TENNIS ANO HEALTH CONFERENCE HOTEL ALL-SLNTE HOTEL ~ft4C PLAZA LUXURY HOTEL
CENTER PASSING STRUCTURE
BUILDING BULK
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Approvra U122loo
Page 7�
�rl1!!liM��� VIEW OPPORTUNITIES FROM UPPER
FLOORS OF FUTURE RESIDENTIAL
VIEW OPPORTUNITIES FROM
WALNUT AVENUE 41
VIEW OPPORTUNITIES FROM 9�
PUBLIC PLAZAS 41,
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FIRST CUES HOTEL TENNIS AM HEALTH CONFERENCE HOTEL ALL-NRiE HOTEL SHOPPING PLAZA LUXURY HOTEL
H CENTEII PARKING STRUCTURE
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fNwtE I PNwtE IS PMwSE IK PHASE IV ►HwS[V ►NASE YI
fiRST CLASS HOTEL TENNIS AND HfALTH CONIftfNCE HOTEL ALL-SUITE HOTEL SHOPPING PLAZA LUXURY HOTEL
CENTER PARKING STRUCTURE.
VIEW OPPORTUNITIES
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DENOTES PUBLIC OPEN SPACE AMENITY Approv 88
,.
ti DENOTES OTHER PUBLIC DACE O Page
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DENOTES MISCELLANEOUS OPEN SPACE
OPEN SPACE,PLAZAS,POOL AREAS OF
COMMERCIAL PROPERTIES
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PHASE 1 PHASE 11 PAA..+ArN..wAA PHASE III L PHASE IV L PHASE V .----- ---------- PHASE YI
FIRST CLAss HOTEL TE/Mf AND HEALTH A CONFsHEN"HOTEL ALL-SUITE HOTEL SHOPPING PLAZA LUXURY
sIWCTu11t
calf"
X PACIFIC PROMENADE
MAXIMUM GRADE{FT.VERTICAL TO PACIFIC PROMENADE
7 FT.HORIZONTAL LINE
OSCAPED SLOPE
H ABOVE GRAM
y BODING /,' _ MEANDERING SIDEWALK WITH LOW
AINING WALL AS NECESSARY
///%//%� LNHy�• 1.� "{EIS!`
C) j `•
AI LOCATION
d / ' PO{IK OKN{PACE AWbM {{1
I( CURB OTWAPurKOPFA SPACE an .. H{H 1,
----—— q AIsctuAAE00{ON*SPACE: W L %
—� /\ PACIFIC COAST HIGHWAY TOTAL OPEN wCe HIM s H.E %
I r` HwwaNccartAACE Aa - K• IS
POSSIBLE BELOW GRADE PARKING, I {THEM D WfWA{S ItPAINONO: 14/ a. Ha{ %
MANDATORY LANDSCAPING OVER,
NOT CONSIDERED AS SITE COVERAGE
I
TYPICAL SECTION AT
�A� PACIFIC PROMENADE OPEN SPACE
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Approved 6122188
NOTE:BUS BENCHES i TURNOUTS AS REQUIRED WALNUT AVENUE-PUBLIC SIDEWALKS - Page 9 of 12
BY ORANGE COUNTY TRANSIT DISTRICT ,LANDSCAPED MEDIAN STRIP b
TENNIS i HEALTH CENTER OPEN TO PUBLIC 'SPUR STREET'-PUBLIC SIDEWALKS A &
9 TENNIS COURTS LANDSCAPED MEDIAN STRIP
25 TO 40.000 S.F.CLUBHOUSE i HEALTH.CENTER
PEDESTRIAN PATH CONNECTS FUTURE PEDESTRIAN PATH CONNECTS FUTURE
RESIDENTIAL TO OVERPASS RESIDENTIAL TO OVERPASS 0G�
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Fx-I PHASE 1 PNAS 11 L PHASE IV PHASE Y PHASE III
tj j FIRST CLASS HOTEL TEN" TH COIIFERENCE HOTEL ALL-91RTE HOTEL SHOPPING PLAZA LUXURY HOTEL
F-1 CENTER PARKING STRUCTURE
y
ENHANCED HARDSCAPE i PEDESTRIAN OVERPASS ENHANCED HARDSCAPE i HIGHWAY ACCELERATION/DECELERATION
ENHANCED
E D HARDSNTATION SIGNAGE MONUMENTATION LANES AS REQUIRED BY CAL-TRANS
SIGNA -PACIFIC PROMENADE'-MINIMUM 50'WIDE PEDESTRIAN OVERPASS ENHANCED HARDSCAPE i
LANDSCAPED LINEAR PARK WITH MEANDERING SIGHAGE MONUMENTATION
SIDEWALK-OPEN J,Q PUBLIC MAXIMUM AVG.
SLOPE 1 FT.VERTICAL TO 7 FT.HORIZONTAL
VARIOUS ENHANCED HARDSCAPE,SEATING GROUPS
i BENCHES.CONNECTS TO ALL COMMERCIAL
PROPERTIES,STRIAOPEDESTRIAN UOVERPASSESRESIDENTIAL
PUBLIC IMPROVEMENTS
TO PEDESTRIAN PATHS TO FUTURE RESIDENTIAL
LID
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Approllor12
188
Page
PEDESTRIAN PATH-- TENNIS & HEALTH CENTER PEDESTRIAN PATH
FROM FUTURE RESIDENTIAL NOTE: PARKING BELOW,EXCEPT FROM FUTURE RESIDENTIAL
TO PEDESTRIAN OVERPASS AS REQUIRED FOR TENNIS TO PEDESTRIAN OVERPASS m�9
i HEALTH CENTER.IS NOT
FOR PUBLIC PURPOSES. c'S�
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PHASE 1 PHASE 1 PHASE III PHASE IV PHASE V ►NASE VI
H I FRUIT C►l"HOTEL TDOM AID HEALTH COHFlEIIEHa HOTEL Au-wrE HOTEL INMO)IM lO gA2A WXKwr HOTEL
coni I PARKING SMUCTINIS
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1-3
PACIFIC PROMENADE PEDESTRIAN OVERPASS PEDESTRIAN OVERPASS PACIFIC PROMENADE
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AREAS RESERVED FOR
PUBLIC PURPOSES
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EXHIBIT "C" 2962
SITE ITICS�--BY PHASE Pa o 22�88
Pa 12
PHASE 1 PHASE 3 PHASE 5
FIRST CLASS HOTEL CONFERENCE HOTEL RETAIL SHOPPING
PHASE 1: 3.59 sc. PHASE 3: 190 ac PHASE f: 101 aL
ALLOCATION: ALLOCATION:
ALLOCATION:PUBLIC OPEN SPACE AMENITY: 0.50 aL 14.0 X PUBLIC OPEN SPACE AMENITY: 0.SS NK: 19.0 X PUBLIC OPEN SPACE AMENITY: 0.46 a< 110 %OTHER PUBLIC OPEN SPIKE: O.OT aL 2S:f %
OTHER PUBLIC OPEN SPACE: 0.74 aL 21.7 % OTHER PUBLIC OPEN SPACE: 0.67 .al 23.1 %
MISCELLANEOUS OPEN SPACE MISCELLANEOUS OPEN SPACE: & NIL u %
MISCEWWEOUSOPENSPACE: Q,� nL ,l,5 % QGl.l. NIL � %
TOTAL OPEN SPACE: 1.50 0L 44.1 % TOTAL OPEN SPACE: 1.33 UL 45.9 % TOTAL OPEN 9WACE: i.00 aL 410 %
BUILDING COVERAGE: 1.45 aL 50.0 % BUILDING COVERAGE: M SL 24.1 %
BUILDING COVERAGE: -A s 41.0 % STREETS,DRIVEWAYS 11 PARWNG: Ln aL ,m,5 %
STREETS,DRIVEWAYS i PARIONG: �Q aL 11,Q % STREETS,DRIVEWAYS 4 PARIONf: Q,ij aL yl %
TOTAL NET SITE AREA 3.50 NNL 100.0 X
TOTAL NET SITE AREAL 190 0C. 100.0 % TOTAL NET SITE AREA: 3.81 aL 100.0 %
PHASE 2 PHASE PHASE4
TENNIS AND HEALTH CENTER ALL-SUITE HOTEL LUXURY HOTEL
PHASE 2: 3.49 aL PHASE 4: 1.32 NIO PHASES. &04 OL
X ALLOCATION: ALLOCATION: ALLOCATION:
PUBLIC OPEN SPACE AMENITY: 0.20 aL 16.4 % PUBLIC OPEN SPACE AMENITY: 1.34 aL 26.f %
PUBLIC OPEN SPACE AMENITY: 3.41 4K 9R9 % OTHER PUBLIC OPEN SPACE: 0.00 aO. 6.6 %
H OTHER PUBLIC OPEN SPACE: 0.92 aL I0.3 %
OTHER PUBLIC OPEN SPACE: aL 0.0 % MISCELLANEOUS OPEN SPACE: RX ac. in % MISCELLANEOUS OPEN SPACE: 215 aL � %
H MISCELLANEOUS OPEN SPACE: QM QQ NIL S.Q % %
y TOTAL OPEN SPACE: 3.44 aL 94.9 % TOTAL OPEN SPACE: 0.50 sL 41.0 % TOTAL OPEN SPACE: 261 aC. $1.8
BUILDING COVERAGE: O.SS aL 45.1 % BUILDING COVERAGE: 2.14 aL a4l %
t7 BUILDING COVERAGE: OAS ac 12. STREETS,DRIVEWAYS&PARONG: 2a aL la % STREETS,DRIVEWAYS fN PAF4QNG: La aL 3G! %
STREETS,DRIVEWAYS IL PARIONG: 0.01 aL 3.1 %% TOTAL NET SITE AREA: I M aL 100.0 % TOTAL NET SITE AREA: E04 aL 100.0 %
tl9I1i:
I ALL ACREAGE FIGURES ARE NET OF ALL DEDICATED STREETS WOSOMG CONNECTOR STREET AND ACCEIEAATI000*CELERATON
LANES ON PACIFIC COAST HIGHWAY.
2 FIGURES FOR INDIVIDUAL►FUSES ARE SHOWN FOR INFORMATIONAL PURPOSES.►URSILANT TO DOWNTOWN SPECIFIC PLAN DISTRICT 09,
DEVELOPMENT STANDARDS ARE APPLIED ON A CUMULATIVE NATTER►CAW BASK. FURTNEA,THE""SE-SPECIFIC FIGURES SHOWN
ARE SUaA:CT TO MWOR ADAISTMENT AS EACH FUTURE
4ia K DEUGOW W"FAIL
S PURSUANT To OPEN PACE
AMENLTY EST.I Sal ACTREWES�I M&BE ENCLO6EDTW AtLOWNK APPRO7tKM STANDARDS Va ENCL Up TO SOSED PACE.5%OF THE TA TTENNAL IS CLUBHOUSE AND
HEALTH NTER OF 7i,00 I TO 4000E S.F.K MANNED IN PHASE AND 9 SHOWN AS BOTH A PANIC OPEN SPACE AMENRY AND
BUILDING COVERAGE. AS A RESULT THE ADOITION OF THE FIGURES SHOWN FOR TOTAL OPEN S►ACE,*0 DWG COVERAGE AND
STREETS,DRIVEWAYS A►NULBIG Z Mir E1 CEM IWX OF THE TOTAL NET UM AREA.
4 SOME FIGURES MAY NOT ADD DUE TO ROUNOIW
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NOTE: THIS CONCEPTUAL BOUNDARY K ALIGNED TO e
RESIDENTIAL RECREATION THE
REATIO STREET
ENTRY
AND
SECTION ACENTRALIZED j J ,V " l)j c�-l% 'q\ \
e .4y � CONCEPTUAL RESIDENTIAL
♦♦ -'`4 a PHASING EXHIBIT
rt—mis
PHASE VE -
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♦, r /-�1 1_ 1 �`� a '\ PHASE VII RESIDENTIAL SITE►LAN IS
IFTAuuSs iiv FOR NORN�I` rWEo
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:PACIFIC CQA;t7 HlS9HIKA)L -- --
r— PHASE 1 PHASE II --................. /NAfE 111 PHASE IV PHASE Y ««.........«... PHASE VI ---
,ST CLASS HOTEL TE-5 AwD HEALTH CWEIIENCE MOTEL ALL-SUITE HOTEL SIOMEEG PLAZA LUXURY HOTEL
` `. CEwTEN PAANNEO STRUCTURE
APPROXIMATE LAND ARE45:
NOTE: ACTUAL RESIDENTIAL PHASE BOUNDARIES WILL BE DETERMINED BY COMMERCIAL RESIDENTIAL
A MASTER SITE PLAN AND PHASING PIANIST TO BE.APPROVED BY THE
PLANNING COMMISSION PURSUANT TO PARAGRAPH 4.10.02 OF THE SECTION AREA % TOTOF A�TOTA� SECTION AREA %,OF TOTAL
DOWNTOWN SPECIFIC PLAN. OTHER LAND PLANNING CONSIDERATIONS AND'
CONSTRAINTS MAY ALTER SOMEWHAT THE CONCEPTUAL BOUNDARIES SHOWN. A 10 AC. 50% A 12 Ac. 50%
B 5 Ac. 25% B 6 Ac. 25%
C _5 AC. 5% C _-§ AC. .5%
20 Ac. 100% 24 Ac. 100%
�NLH,l�L�1°
THE WATEUIUNT.
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EXHIBIT "E"
Approved Title Exceptions
The "Approved Title Exceptions" for the Site and each
Separate Development Parcel thereof, as applicable, shall
include:
1 . The City' s interest in oil, gas, hydrocarbon
substances, and minerals of every kind and
character lying, more than 500 feet below the
_
surface, together with the right to drill into,
through, and to use and occupy all parts of the
Site lying more than 500 feet below the surface
thereof for any and all purposes incidental to the
exploration for and production of oil, gas,
hydrocarbon substances, or minerals from said Site
or from other lands, but without, however, any
right to use either the surface of ithe Site or any
portion thereof within 500 feet of the surface for
any purpose or purposes whatever .
2. Any and all water., water rights or interests
therein, no matter how acquired by the City,
together with the right and power to explore,
drill, redrill, remove, and store the same from the
Site or to divert or otherwise utilize such water,
water rights, or interests on any other property
owned or leased by the City, whether such water
rights shall be riparian, overlying, appropriative,
percolating, littoral, prescriptive, adjudicated,
statutory, or contractual; but without, however,
any right to enter upon the surface ,of the Site- in
the exercise of such rights and, provided further,
that the exercise of any such rights by the City
shall not result in any damage or injury to any
improvements constructed on the Site, including
without limitation any subsidence of all or any
part of the Developer Improvements to be
constructed pursuant to this Agreement .
3 . Exception Nos. 1 (as to then-current taxes and
assessments) , 2, 6 , 7, and 9 in Schedule B,
Section 2, Part II of that certain Commitment for
Title Insurance dated December 8, 1986, as
supplemented on January 23, 1987, and March 27,
1987, issued by First American Title Insurance
Company covering the Developer Parcel (OR-1455792) .
4 . Such other exceptions to title as hereafter may be
mutually approved by the Agency and Developer.
EXHIBIT "E" 2962
Ord. No. _ 2962
STATE OF CALIFORNIA
COUNTY OF ORANGE ss:
CITY OF HUNTINGTON BEACH
I, CONNIE BROCKWAY, the duly elected, qualified City
Clerk of the City of Huntington Beach and ex-officio Clerk of the
City Council of the said City, do hereby certify that the whole number
of members of the City Council of the City of Huntington Beach is seven;
that the foregoing ordinance was read to said City Council at a regular
meeting therof held on the 19th day of September
19 88 , and was again read to said City Council at a regular
meeting therof held on the 3rd day of October , 19 88 , and
was passed and adopted by the affirmative vote of at least a majority of
all the members of said City Council .
AYES: Councilmembers:
Kelly, Green, Erskine, Mays, Winchell
NOES: Councilmembers?,
None
ABSENT: Councilmembers:
None
OUT OF ROOM Finley, Bannister
I, CDn* Brockway CITY CLERK of the City of ° City Clerk and ex-officio Clerk
Huntington Beads and fx-offfigo Clerk of the City of the City Council of the City
Council,do hereby t tfbfy that a synopsis of this of Huntington Beach, California
ordinance has been published in the Daily Not on
1.�-�� lP is l�p
in accordance with the City Chaffer of SW City.
Connie Brockwav
Ciry Clerk
DeputyCiry Clerk