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HomeMy WebLinkAboutROBERT L. MAYER, CORP. - 1989-01-13 CITY ' OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION HuNlwGroK IMM To Doug LaBelle, From Connie Brockway, Deputy City Administrator City Clerk Subject Agreements Prepared between the Date July 17, 1989 City/Agency & Robert Mayer Corporation Attached are two agreements for re-recordation by the County. The original agreements should be returned to the City Clerks off ice and I will forward a copy to the Mayer Corporation with the recording information. Please inform we by return mail of your intention to do so. Sincerely,. ' 4/ - ( 7L f/ Connie Brockway, City erk AA $"1 V cc: Robert Mayer Corporation CB.-kw , r 89-022849 When recorded return to and Recording Requested By: II RECORDED IN OFFICIAL RECORDS ` City of Huntington Beach 2000 Main Street OF ORANGE COUNTY,CAUFORNIA Huntington Beach, CA /Attn: City Cle k � 1�. 0 JAN 13 1989 Mail Tax Statements to: Robert Mayer Corporation EXEMPT P. 0. Box 8680Q.96WZRECORDER 660 Newport Center Drive,#1050 CE Newport Beach CA 92658-8680 Attn: Stephen K. Bone 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 document is solely for the official business of the City of 14untingto1 = as contem- plated under Govor;:! ont Code Sec. 6103 and should be recorded free of eharge. 03/15/38 FINAL 89--022849 ORIGINAL THE WATERFRONT DEVELOPMENT AGREEMENT u ad u u 89-OZZ849 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 Related Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 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 w► (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 . . . . . . . . . . . . . . . . . . . . . . . . . 24 h. Vehicular Access . . . . . . . . . . . . . . . . . . 25 �. E. Permitted Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 (1) General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 (2) Alcoholic Beverage Sales and Consumption. . . . . . . . . . . . . . . . . . . . . . . . . . . a 25 (3) Dancing and Live Entertainment . . . . . . . . 26 F. Phasing of Development . . . . . . . . . . . . . . . . . . . . . 26 G. Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 H. Cost of Development . . . . . . . . . . . . . . . . . . . . . . . . 30 job � (i} 08/15/88 FINAL 89-022849 I. Applicable Ordinances, Regulations, Mules, and Official Policies . . . . . . . . . . . . . . . . . . . . . . 30 �.. J. Other Governmental Agency Permits . . . . . . . . . . 32 K. Transient Occupancy Tay: Ordinances 33 w Section 2. Annual Review of Develo erfs Compliance W th 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 w F. Inaction Not a Waiver of Default . . . . . . . . . . . 39 G. No Cross-Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . 39 W Section 3. General Provisions . . . . . . . . . . . . . . . . . . . . . 40 A. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 B. No Joint Venture or Partnership . . . . . . . . . . . . 40 i., 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 L H. Findings. . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . 46 I. Severability 46 08/15/88 FINAL 89-022849 J. Cooperation; Execution of Documents . . . . . . . . 47 K. Justifiable Reliance . . . . . . . . . . . . . . . . . . . . . . . 47 i�. L. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 M. Entire Agreement; Waivers . . . . . . . . . . . . . . . . . . 49 N. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 irr EXHIBITS A Site Map B Legal Description j 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 1 IAA r �r 08/15/88 FINAL i �Y+1 l _ 89-OZ2849 +� 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 i.. 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 16« authority of Sections 65864 through 65869.5 of the Government Code of the State of California (the "Development Agreement Statute") . a.. LRECITALS• L A. To strengthen the public planning process, encourage private participation in comprehensive planning and �+ reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Statute, which statute authorizes the City to enter into a u development agreement with any person having a legal or equitable interest in real property for the purpose of w, 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- Ld -1- 08/15/88 FINAL . 89"022849 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 i 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 f eliminate blight and redevelop the Redevelopment Project L Area. Pursuant to Section 3.1 of the Redevelopment Plan, the LCity 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 t1ne Redevelopment Project Area, to assist in the Agency's implementation of the Redevelopment Plan, to provide a secure means of financing needed public 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. -2- W 08/15/88 FINAL c- • 89-Q22849 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 64 "Developer Parcel, " the "City Beach Maintenance Facility Parcel," and the "Beach Boulevard Remnant Parcel, " which are 64 each so designated on the Site Map. E. On or before the Effective Date of this Agreement, 16 Developer and the Agency will be entering into a Disposition us 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 L 08/15/88 FINAL ir. 89--022849 Date of this Agreement, the Agency and City will be entering into a Purchase and Sale Agreement (the "City--Agency V 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 +y (as that term is defined belcw) , 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 �r. described in the City-Agency Agreement and the DDA. L 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 L 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 "Cormercial Portion") , all as set forth in the DDA. G. Prior to and as a condition to each Disposition L Transfer, the Developer will be required to obtain City L 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 L Development Parcels in the Commercial Portion; (ii) a -4- 08/15/88 FINAL 89=022849 "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 W 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 L Zone" therefrom, the approval of the Impact of Conversion Report, and the approval of a Relocation Assistance Plan) ; (vii) as to the Separate Development Parcels) on which an Lidentified 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 i Improvements on a Separate Development Parcel and approval of Lthe plans and specifications or construction drawings for any public improvements to be constructed by the Developer within L public rights-of-way; and (ix) an encroachment permit or f permits for work to be undertaken by the Developer in public L rights-of-way. As of the Effective Date of this Agreement, Lthe following Approvals will have been issued: (i) approval of the Master Site Plan for the Commercial Portion (which . L —5— 08/15/88 FINAL a L 89-022849 i' 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 Overlay 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 _t . , (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 inpacts of the land uses proposed by the Project. In addition, the City, as lead agency for the Project, prepared L -6- 08/15/88 FINAL 6a �- 89-022849 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� I. On June 22, 1988, the City Planning Commission, the advisory agency for purposes of development agreement review pursuant to Government Code § 65867, 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. -7- L 08/15/88 FINAL W - 89-022849 - 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 w 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, w ensure attainment of the maximum effective utilization of rr resources within the City, generate substantial revenues needed by the City and Agency to maintain and expand vital bw public services for the benefit of all citizens of the City, and otherwise achieve the important public goals and purposes L for which the Development Agreement Statute was enacted. In exchange for these benefits to the City, the City has deter- rained 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 1ri Agreement. 08/15/88 FINAL 89-022849 COVENANTS: u Section 1. Development of the Site. A. General: Develo er, s Right to Develop; CitX s. R_i_ght to Regulate Development. Developer shall have 3 the right to proceed 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. w. B. Permitted Development On and Uses of the Site; L Permits and Ap2rovals 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, s 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 w permitted on the Separate Development Parcels, and all other terns and conditions of development applicable to the Site w shall be those set forth in this Agreement, the Master Site -9- i�► 08/15/88 FINAL L 89=022849 Plan for the Commercial Portion of the Site, the conditional use permit, coastal development permit, and tentative tract L 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 cther terms and conditions of this Agreement (including without limitation, and to the extent not superseded by the specific provisions hereof, all L applicable City ordinances, regulations, rules, and official policies in force as of the Effective Date of this A reerient and the development g ) , p . plans and permits to be secured by the Developer after the Effective Date of this Agreement, as referenced in Recital G above. notwithstanding I 4 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 L between the Effective Date of this Agreement and the time of actual development, provided that such plans shall in all 4d 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 t I�. -10- 08/15/88 FINAL a 89-OZZ849 agrees to act reasonably in reviewing any such proposed change(s) based upon legitimate land use planning concerns. In the event of any inconsistency between the approved plans ,M and this Agreement, the approved plans shall govern. With specific regard to the Residential Portion of w' 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 i that the portion of the Technical Site Plan, Project Description, and Site Statistics attached hereto as Exhibit i "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 w applications for development and building permits and i >M. -11- O8/15/88 FINAL L a 89=022849 a . 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 *WW 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 4' contract plan checker or checkers to enable the City to expedite the processing and review of final building plans W and construction drawings. L 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 4 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 l2- 08/15/88 FINAL W 89-022849 `+ 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 ir. 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 nornal 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 �r. adjacent improvements existing or planned within -13-- 08/15/88 FINAL i.+ 1 . 89'022849 the Redevelopment Project Area. The Developer's plans, drawings, and proposals submitted to the L 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 boa Area. (2) Develo er's Res onsibilities. L a. Developer Improvements. Subject to all of the other provisions of this Agreement, the Developer agrees to develop and construct, or cause L the development and construction of the improvements (herein the "Developer Improvements") L defined below, or such additional size, intensity, and character of improvements as nay be permitted i.� and approved under applicable land use regulations of the City and Agency. The Site will be developed in six (6) �.. comnercial phases and three (3) residential, phases. The boundaries between and among the phases of development shall be generally consistent with the -14- 08/15/88 FINAL �. 89-022849 �- phasing plan included in Exhibit "C." It is understood that phases may be developed concurrently, subject to the limitations set forth in Section I.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. w (1) Commercial Portion. The Developer Improvements on the Commercial Portion of the Site shall include: L (a) Phase 1; Se arate Develo - ment Parcel No. 1: A maximum 300-room first- L 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 L 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. -Z5- 08/15/88 FIVAL 1 LW . 89-022849 (d) Phase 4; Separate Develop- ti 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 75,000 square feet of improvements. (f) Phase 6; Separate Develop- to ment Parcel No. 6: A luxury hotel with a i maximum of 400 rooms, located on an L approximately 5 acre parcel. (2) Residential Portion. The W 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- vent Parcel No. 7: Approximately one-half bw (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 L Supplement to EIR 82-2) . 4 -16- 0 8/15/8 8 F'INAL k. W 89-022849 (b) Phase 2 ; Separate Develop- - ment Parcel No. 8: Approximately one-fourth w (1/4) of the residential units to be constructed on the Residential Portion (219, based upon the maximum development of 875 w residential units contemplated in the Supplement to EIR 82-2) . (c) Phase 3 ; Se arate Develo - ment Parcel No. 9: Approximately one-fourth (1/4) of the residential units to be L constructed on the Residential Portion (218, based upon the maximum development of 875 residential units contemplated in the Supplement to EIR 82-2) . L (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 iw modifications, per the approved plans. The City has agreed that the parking for the Phase 1 hotel (including guest roomms, lounges, meeting rooms, LM 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 -17- W 08/15/88 FINAL I W-022849 i 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 Conmercial Portion (Phases 3, 4, J�. 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 w incidental on-Site improvements required for each Separate Development Parcel as developnent occurs, in accordance with the approved plans. (5) Valnut Avenue Extension and the "Spur" Street. Walnut Avenue shall be extended through the Site consistent with the Precise Plan -18- 08/15/88 FINAL V . 89--022849 of Alignment for Walnut Avenue previously approved by the City. The north-south connector street between commercial Phases 3 and 4 (the "spur" r 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 (fii) 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. L L -19- 08/15/88 FINAL s9�ozZ849 LThe extension of Walnut Avenue shall Lbe phased as follows: (f) 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) 0 and shall be �» accomplished prior to completion of the Phase 1 hotel; and (ii) the balance of the construction L shall be accomplished by the completion of the V 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: LA (a) A pedestrian overcrossing j� 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 W 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 -20- L 08/15/88 FINAL w . do 8H?2849 Highway Design Manual (using pedestrian-only • design standards) . L (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 i.a commercial development (Separate Development Parcel No. 5) , with said overcrossing to be Ud consistent with the overcrossing referenced in L subparagraph (a) and in conformity with the Lengineering and design standards referenced therein. (c) The following additional public improvements: (i) any street widening j� 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) w signalization inprovenents 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 -21- O8/15/88 FINAL V �- 89=02284 9 for development of the Project from their • existing locations at the perimeter of the V 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 a+ Parcel for construction of the Developer Improvements, the Developer shall reabandon any existing abandoned oil wells on such +r 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 dm landscaping behind the curb. b. Setbacks. Mininum building and w parking setbacks shall be in accordance with the -22- 08/15/88 FINAL r ' 89-022849 applicable existing provisions of the Huntington Beach Ordinance Code. W C. Building Construction. Buildings f shall be constructed in accordance with the applicable existing provisions of the Huntington i.r Beach Ordinance Code and the approved final building plans. d. Signs. Signs shall be in accordance with the applicable existing provisions of the Huntington Beach Ordinance Code and, more &A 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 Progran with respect to +-+ all signage on the Site prior to the installation of any signs. w e. Screening. All outdoor storage of materials or equipment shall be enclosed or screened by walls, landscaping, or enclosure to the F ,.. extent and in the manner reasonably required by the City/Agency staff and applicable existing provisions of the Huntington Beach Ordinance Code. -23- ir. 08/15/88 FINAL r. 89-022849 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. -24- 08/15/88 FINAL 89-D2�849 L h. Vehicular Access. The number and f. • location of vehicular driveways and curb breaks L shall be in accordance with the approved plans. E. Permitted Uses. (1) General. After completion of construc- L 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 Beverage Control ("ABC'I) . The city recognizes that restaurants and other commercial uses located elsewhere 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 city's reasonable review of location, type of use, and other similar land-use _25- 08/15/88 FINAL r I Z2849 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 L (including the restaurants, lounges, and similar accessory I . uses located within such hotels) shall be permitted to L provide live entertainment and dancing in accordance with the City's ordinances, regulations, rules, and official policies W in force as of the Effective Date of this Agreement. The w, City recognizes that restaurants and other commercial uses located elsewhere within the Commercial Portion of the Site t w' 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 L neighboring residential and commercial uses. F. Phasing of Development. Notwithstanding any other provisions of this Agreement to the contrary, without the City's written consent, which consent ray be withheld in the City's sole and absolute discretion, the time, order, and L phasing of the development of the Separate Development Parcels within the Site shall be consistent with the following requirements and limitations: i L -2&-- 08/15/88 FILIAL L 89-OZZ849 (i) Within the Commercial Portion of the Site, the order of development shall be as follows: Phase I, 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. G 7-9) (as such phases are described in Section 1.D above) . (iii) The commencement of construction of the Phase 1 residential development (Separate 6W 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 6 No. 3) . (iv) The commencement of construction of the Phase 2 residential developnent (Separate Development Parcel No. 8) shall occur no earlier than the commencement of L -27- L. 08/15/88 FINAL L - + - 89~-022849 6& 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 l.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 raoratorium or other ordinance, regulation, rule, or official policy limiting or conditioning the rate, timing, or sequencing of development of the Site (including without limitation any ordinance, regulation, rule, or official policy which it purports to limit or condition the rate, timing, or sequencing of development based upon levels of service on roadways, roadway capacities, capacities of drainage w+ facilities, capacity of sewer facilities, provision of emergency service, or similar natters) shall apply to the site. -28- V 08/15/88 FINAL L �` • ' 89-022849 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 conteriplated for the Site, 66 provided that the Project is developed in accordance with the phasing schedule set forth in Section 1.F and Exhibit "C." kw The Developer agrees to extend the City domestic water line from its existing terminus at Olive and Third Streets to the W Site. In general, the line shall be extended to Walnut 46 Avenue and thence along Walnut Avenue (including the planned extension thereof east of Huntington Street) to the Site, be 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 6a 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 -29- 08/15/88 , FINAL W • 89=022849 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 V, plans and construction drawings. H. Cost of Deyelo2ment. The Developer shall be responsible for all costs of developing the Project, excepting only those costs which have been expressly assumed L by the City under this Agreement or by the Agency under the u 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 bw requirements applicable to the Site and the Project shall be -30- 08/15/88 FINAL 6s u 89-022849 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 u 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 6w permits and entitlements which are in force and effect an a uniform city-wide basis at the time such fees are due, 6.1 subject only to the following: (i) The Developer shall not be responsible for paying any new or increased fee or 6w charge to provide or contribute to improvements or services not required to be provided or contributed to by the r -31- r 08/15/88 FINAL v 89=022849 i 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 6W after the Effective Date of this Agreement shall not exceed the increase 6* 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 L 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 Gage and United States Fish and Wildlife Service for the wetlands mitigation required for any identified wetlands on the Beach Boulevard Remnant ' -32•- L 08/15/88 FINAL 89_022849 Parcel: and (iii) approval of any coastal development permit(s) required from the California Coastal Commission. K. Transient Occupancy Tax Ordinances. Prior to L 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 1r. 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 a.. objective of enabling the Agency to timely meet its financial 6. 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 L and discharged as provided therein) , the City shall not w -33- V 08/15/88 FINAL bN 69:022849 L 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 tames, 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 1,r this Agreement. Reviews shall be conducted annually, with the first such review to occur within twelve (12) nonths 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 L+ delivered to Developer at least thirty (30) days in advance of the time at which the matter will be considered by the w Planning Conmission. w The Planning Commission shall conduct a public hearing and shall determine on the basis of the evidence +w 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 -34- 08/15/88 FINAL a. L 89'-022849 L hearing, the Planning Commission shall either find that ' Developer has complied with the Agreement or, if it finds to W 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 r« 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 Secticn 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 L 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 4 tine by mutual consent in writing or as set forth in Section a 2.0 below, failure or delay by either party to perform any term or provision of this Agreement shall constitute a t r� '• -35- 08/15/88 FINAL w " default under this Agreement. In the event of an alleged I • default or breach of any terms or conditions of this Agreement, the party alleging such default or breach shall i give the other party not less than thirty (30) days notice in I writing specifying the nature of the alleged default and the manner in .which said default nay be satisfactorily cured. During any such 30-day period, the party charged shall not be W considered in default. If the nature of the default in I question is such that it cannot reasonably be cured within LO such 30-day period, the commencement of the cure within such L time period and the diligent prosecution to completion of the cure shall be deemed a cure within such period. I 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 L 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 V -•3 6- LL 08/15/88 FINAL L+ 89-D22849 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 6w 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 L 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 L period. If the default is not so cured, the city, at its option, may institute legal proceedings pursuant to this L 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 Ldeemed to be in default, and all performance and other dates f ' specified in this Agreement shall be extended, where delays or defaults are due to any causes beyond the reasonable L 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 corurence to run from the commencement of the cause, and shall corrrrence upon notice by the party claiming such -37- 08/15/88 FINAL 89iDZZ849 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 Ccurt of the County of Orange, State of California, in an appropriate municipal court in i �.. 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 W 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 w termination of this Agreement shall not limit or restrict the Agency's remedies for default under the DDA. E. Applicable Law and Attorne 's Fees. This Agreement shall be construed in accordance with the laws of the State.-of California. Should legal action be brought by rw either party for breach of this Agreement or to enforce any �4. +�+ -38- �r . 08/15/88 FINAL T L _ 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 deers 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 deened 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. -39- 08/15/88 FINAL h 89-022849 Section 3. General Provisions. A. Assignment. Developer shall have the right to assign its rights and obligaticns under this Agreement, the L 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 applicably:, as provided in the DDA. As k 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. i B. No Joint Venture or Partnership. City and boo 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 joint 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 iw 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 -40- �Ir+ 08/15/88 FINAL - 89LO22849 portion of the Site that is not the subject of a Disposition 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 +M Site, in accordance with Government Code Section 65868.5. D. Amendment of Agreement. This Agreement may be amended from time to time by nutual 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 i W above) , the earlier of (a) the termination of -41- 08/15/88 FINAL 89"022849 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 Parcel 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: L (iv) With respect to Section I.E ("Uses") , until December 31, 2087. (v) With respect to Section 1.L ("Transient Occupancy ordinances") , until the Developer has been paid cr 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 -42- 08/15/88 FINAL 6W . . . . 89-022849 Existing Lease, or any other agreement to which Developer and City or Developer and Agency may be parties; the termination 6o 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 user" 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 w 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- J6d 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 r: -43- 08/15/88 FINAL i.r 89=OZZ849 judgment to be taken against it and shall not enter into any • settlement or compromise of any claim which has the effect, 6M directly or indirectly, of prohibiting, preventing, delaying, hw 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 L assistance to Developer in defending any such action, such assistance to include (i) making available upon reasonable notice, and at no cost to Developer, City officials and L 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. LO Developer shall have the obligation to defend any L, such action; provided, however, that this obligation to defend shall not be effective if and to the extent that L 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 ar.;ounts as required L -44- 08/15/88 FINAL L l �. 89-022849 Lby the terms of such settlement agreements, and the right to Lpay 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 kr litigation expenses or attorneys 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 ir.plementa- tion of the "change of use" of the existing mobilehome park on the Developer Parcel, the relocation of the occupants of such nobilehome 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 6d 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 L -45- 08/15/88 FINAL L - 89 ' 022849 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 60 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 f of this Agreement are consistent with the City's General 66 F Plan. Except as specifically provided in the DDA, 6W 2. City further finds, based upon all information made available to the City prior to or concur- 64 rently with the execution of this Agreement, that there are no City ordinances, regulations, rules, or official policies w in force as of the Effective Date of this Agreement that would prohibit or prevent the full completion and occupancy V of the Project described herein. 6w I. severability. If any tern, 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- L 08/15/88 FINAL. LJ 89=022849 the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. J. Cooperation; Execution_ of Documents. Each 60 party shall execute and deliver to the other all such other further instruments and documents as may be necessary to 6' carry out this Agreement in order to provide and secure to the other party the full and complete enjoyment of its rights 6W 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- IW 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, w, and that the Developer's development of each component of the Project is dependent upon its right to complete and occupy each other component, and that the economic viability of each component of the Project is and shall be dependent upon the b 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, 6o -47- 6W 08/15/88 FINAL 89-022849 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 W 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 Ir. Huntington Beach, CA 92648 -48- 08/15/88 FINAL 89=022849 W If to Developer: Robert L. Mayer, as Trustee of the 6W 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 w 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 terns 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 wr 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- L' 08/15/88 FINAL 89=022849 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 By: e, By: ° Its: City Clerk Its: ay r- THE OBERT L. MAYER TRUST OF 1982 By: Its: Trustee Approved as to Form: AttoWr 9ity 6/112/065580-0001/009 r- -50- 08/15/88 FINAL 89~OZZ849 STATE OF CALIFORNIA ) ss. COUNTY OF ORAI,TGE ) w On this „� day of 1988, before me, the undersigned, a Nota P-ub1 c tiin and for said State, person- ally appeared t , personally known to me (or proved to me on the basis satisfactory evidence) to be the person who executed the within instrument as Trustee of &W 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. $EAL ME EARILLA 07- ,OFFICIAL ary Purl:-�►,viaNa ary Public Qi,,AW COUNTY mm.EV.Jaq.e.IWO STATE OF CALIFORNIA } ) ss. w COUNTY OF ORANGE ) Ao�n1L On this 04 day of 1988, before me, the undersigned, a ilotary Public in and or said State, person- ally appeared , personally known to ner�� (or proved to ri on the basis of satisfactory evidence) to b� the person who executed the within instrument as the Mayor/of the CITY OF HUNTINGTON BEACH, the public entity therein vaned, and acknowledged to me that such entity executed the within instrument. adw WITNESS ny hand and official seal. .� t_otary Public OFFICIAL SEAL BETTE BAMLLA a Notary Public-Cal.fornia ORAIRGE COUNTY my Comm.up.&R.a.tin -51- 08/15/88 FINAL r. Ra 7R Q EXHIBIT "A" OHO INN ZJ 40'41'h°S" CITY BEACH MAINTENANCE FACILITY e�t .Oo' R'Lzyo ob' L 4 .1'f' Ls�I•�d' DEVELOPER PARCEL o 74p m C N V W c4s� o m 0 • �Id��'ZZ'r+1, a hroy'�•,a Lr BEACH BOULEVARD REMNANT PARCEL PREPARED BY: `-'"'7•a + .Sawn 1..4 Cdt4ffl.rwiw•1:of LAS-PS L1 5 aR, ,I EXHIBIT "A" } M (��yQQ 77^/ v �.. EXHIBIT H • L EGAL D E S CR=P T=ON 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 L RANCHO LOS BOLSAS, AS PER MAP FILED IN BOOK 51, PAGE 24 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 LINS OF SAID SECTION 14 WITH THE NORTH k LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION; Lw THENCE SOUTH 0. 44' 22" EAST 2820.36 FEET ALONG SAID PARALLEL LINE TO THE NORTH LINE OF THE LAND DESCRIBED IN BOOK 2351, PAGE 5 OF . f OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 740 34' 12" WEST w 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 536 05' 49" WEST 172.33 FEET ALONG SAID F 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 22.63 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 1 LAND DESCRIBED IN BOOK 13500, PAGE 1394 OF SAID OFFICIAL RECORDS; yM 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 600 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 970 09' 34"; NORTH 360 54' 21* EAST 241.92 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 Iw 17.00 FEET ALONG SAID NORTHEAST LINE TO SOUTHEAST RIGHT OF WAY LINE OF HUNTINGTON AVENUE 60.00 FEET IN WIDTH; THENCE NORTH 360 ti 54' 11* EAST 147.95 FEET ALONG SAID RIGHT OF WAY LINE TO AN ANGLE POI14T 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. 11 EXPIRATION DATE: JUNE 30, 1988 iL'i S�7 tAhD SG9 a G HAMR S E. i C'IW1CH]E LG-0222 EXHIBIT "B" (P,► NQ. 3198 �Q sr 13 4.1201 FoF CaL�� • € r r r r r r r r- - r�- - r r . r- r Approved 6/22/88 THEWATERFRONT., rn x ac N COMMERCIAL MASTER SITE PLAN Pursuant to Downtown Specific Plan Section 4.11.02 co co 0 ry ry co -.O. co r r r r r r r r r r r r r - r r Annro"!6g/22186 Page'1 of 12_ P f •,,�� I/ �ii 4 rfj • �-�_. ._._���� f l C �� - �4 •f-�1�.. ._..-_ fir-���YF� ~- v �.1 x � .-. r •,.. , •a � �-i�r, !! ,� . .,�' r � �M -...�.. � � rAL y �r s •• �* • p, to . :+� • -a ;� 1 1 �" tip• , os--- is. C m ,r ... t ■o® 49 r r w - DMit 1 PST 11 Maat 111 pfaat IT p1AAt T MAU TI f101T CIA :L"t 11Llitl•TN COA199111Ct 18TtL AW411 t PMTL ArOPPING PJAIA 1,1191111 NOM Tt1tU COYQTA p10tInc•TCOCT/11t ` ' 0 N N OJ C.� Approved 6122188 THE WATERFRONT., Page 2 of 12 Location: Phase Desc►iptioas. The Weterfront Is a muter-planned mixed-ute de- vtiolxoemt pswmpassing approximatclr 44 acres Phase 1: Ftrzt-CUo Hour! Phase 3: Coafer+eea Ilotd Mae S. Rated S[sappiag Man located on the inland side of Pacific Gast Highway The first phase will omsist of a first-class hotel of The third phasewill consist of a conference hotel of The fifth phase will consist of a retail shopping plaza between Huntington Street and Beach Boulevard in spprordmatcly 300 gust room on an approsi. a maximurnof SWguest roomsoo an approximately of a maximum of 75,0Msq.ft.k csted on an approai- the Qry of Huntington Beach. The projected Is. aaatcly 3_U acre site and will include: 2.9 acre site and will include: mately 3.91 acre site and will include: located within the MaiwPicr Redevelopment Pre}. l restaurant 3 restaurants Restaurants ect Arcs oftheOty,uAcontainsDowntownSpecific Idclieatessenhaackshop I totertsinment lounp Specialty retail shopping facilities Plan District 09-b and District 09.The twodistricta I enteRaiamcat lounge 2 lo't°blw lounges Outdoor plaza areas are separated by the future extension of Wrdmut i ley lounge conference,meeting and ballroomn facilities Avenue through the site. sheeting and batlroorn facilities clerk-at and orwiference surVon services Dloth Aov!Wmk and subterranean parking facili- car rental and travel assistance office car ttntst and ttavd assistance owwo lkswitl provide significant Opportunities for recipro• The subject of this Commercial Master Site Plan is gifthumdry shop gifthuadry shop and other related specialty re- cal parking agreements between the retail shopping District 09surrounded by Ifuntingloa Street,Pacific rtneaskxercise room tail boutiques playa and the other facilities of the project CAast Highway,Beach Doulerstd, and the future swimming pool,rpa and outdoor plans fitnesshaercise room extension of Walnut Avenue. swimming pool,spa and outdoor plaza Project Description: PUM 2:reaala sad Health Center Mast f:All-Suite Had Phase k L&Mry 11ctd The second phase will consist of s tennis and health The fourth phase will consist of an all-suite hotel of 04 sixth and final phase of the Commercial Master h center on an approximately 3.43 acre site and will approximately 230 guess rooms on an approxi- Site Plan win consist of a luxury hotel of a maximum The commercial portion of The Waterfront encom- include: mately 1.22 acre site and will include: of 400 guest rooms located on an approximately 3.04 >~ paws '4 of six phis"consisting of lour hotds,oru tennis a courts 1 restaurant acre site and win Include: 1 us 9 tennis I lounge 2 restaurants -4 be:"h center and e tosil sl4+ping plaza. The 25 meter lap pod sad spa car rental and travel assistance office I entertainment lounge 3 phases will be developed in numerical order moving ltanis practice alley with ball machine 61nesalcserc9re roam 1 lobby lounge from crest to cast along Pacific Cant Highway begin• clubhouse and health center of a maximum of indoor pool meeting and ballroom facilities -j tying 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, it is tennis pro shophports clothing store, snack giMundry shop and other related specialty retail intended that The Waterfront shall be considered as sheT+ljuicebarcvcnt club room with cocktail bar boutiques a single integrated dcvclopmc8l projem overlooking the tennis courts,and personal care fstnesskurcise ronrm Asdescaibed and illustrated in greater detail herein, services such as massage,facial;salon,sauna swimming pool,spa and outdoor plus Walnut Avenuewilibe constructed from Iluntingtoa ■ndhydrother+py. Street to[leach Boulevard and a linear park called The facility will be open to the public and it fee may the"Pscifhc Promenade'Ilan$Pacific toast 1 Sigh- be charged for its use. 1-he facility will be tort- way will provide a pedestrian link betweest each strutted over subterranean parking and,except for phase,Additionally,two pedestrian overpasses over puking required for the publie s use of the tennis Pacific Cnast Ifighway will provide a direct link be. and health center,that parking will be subteen to tweca the project and the beach. reciprocal parking agreements lac the use of the conference hotel and other facilities of The project. CO 0 N N CO Ct� f r r € r r r r E Approve d 6122188 Page 3 of 12 Additionalfaatures: Maximum Development: View opportunhies: Open Spate: Each hotel wit!contain the amenities and support The buildings shaft conform to the maximum enve- As illustrated in this master site plan.the high-rise Open space areas are indicated on the illustration services normalycomsined wit hin hotels of the cale• lopcsofguest room count,building square foiotages buildings we oriented perpendicular to Pacific entitled'Open Space"contained bereln.Inorderlo gories described and as a normal feature of such (excluding parking),height,and bulk as indicated Ong Ifighway and widely separated to allow abun- create as much open space aspaat'bietoatpatkiagot hotels the restaurants.lounges and banquet opera- on the illustration entitled -Building dantviewoppoetuniiiesfromtheupperMxwsofthe the project will be placed in subterranean garages tions witl serve alcoholic beverages for on-site con- Bulk"oontained 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 dential District 08-b). Additionally.the public %a include those public,landscaped areas above dsociag. plan areas in the hotels.the tennis center and the subterranean parking garages provided that those remit shopping pion are bated above the level of public areas do trot exceed as elevation of one foot Pacific Coast Highway to provide unobstructed vertical for every three feet horizontal from the top of Archilestu►al Design: Trn>inj of Development views towards the sea. curb of Pacific Coast Highway. The Subterranean garages underneath these landscaped open space All portions of the project shall carry a Meditcrfa• Timing of de velopment will be influenced by mar• eras shall not btoonsidersd assiteooverige.See the nesn architectural style and shall conform to the kct conditions but is estimated as follows: Vehicular Access: typical section at the Pacific Promenade spawn on architectural guidelines of the Downtown Specific the previously referenced illustration. Plan. Each phase of the project shall be designed so Phase gt Mail au Hotel All vehicular &=as will be taken from Walnut that the buildings will have architectural excellence Avenue,the connector street.If untington Street both Individually as well as in the context of a total Construction, is pleted i eo poSwi"Semer in the all of and peach Boulevard. No vehicular access will be 1985 aadbeooaipkted inthespringaf 19'>D.Walnut Integrated development. It is intended that etch Avenue to be extended korn Huntington Street to taken from Pacific Coast Highway to avoid tfaffne rq building follow a consistent program of colon.de• eastern edge of the Phase I site. impacts on the highway and to provide uninter• X tails,exterkwfinishesandthematieekmteu such as rupted pedestrian circulation along the "Pacific x the rook arched windows and baloonies oriented Pr ate 2.Tetrals sad lfealtb Center Promenade"linear park. ~ towards the sea so that each building it related to and 1-1 an enhancement of each cxhrr.Tile open space area (�pkt� ILL Phase 2 is planned to be con. ^1't C ns stcted tauurremy with phase 3. 1-3shalt be designed,landscaped and constructed with Pedestrian Circulation., the same degree of excellence and architectural Kass& Coafervact Ifelel fj consistency. Completion in 1992. Extension of Walnut Avenue The 19*4 shall provide public pedestrian links aadconnedor street to Pacifie Coast Highway between each phase via the"PaciGe Promenade" linear park fronting Pacific Coast Highway and Signals: Phase 4:All•Suite Hotel Beach Boulevard and a public sidewalk on Walnut Compktion in 1994. Avetiue"I funtington Street. Additionaty,two A cohesive signage program will be adopted for the pedestrian overpac s over Pacific Coast I Iighway project that will contrast all signage at the site. The 1%ju S: RcUZ Slwptit■g PER= will be provided that will provide a direct access signage will be designed to renect the Integrated c4xnpktion 19X between the projed 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. PUse l; Iysury!told future residential development to the north(Resi- Completion 199& dentin) District #941)with the pedestrian over. passes over Pacific Coast Highway.See the Mare- lion caned"Public Improvements'% C.0 1 ' N ' N CD 4:11b CO �- r r r r € r r r r r r IF r r �....'1 Approved 6122188 Page! of 12 Public improvements: Areas Reserved for Public Use: Reciprocal Agreements: Public improvements are as indicted en the ilttutrs• The areas reserved for public use are indicated on Lion entitled 'Public Improvements" contained the illustration entitled"Areas Reserved for Public Public RCCesf: herein and include: Use"contained herein. Reciprtmal public access easements willbe provided The Pacific Promenade and surrounding public to allow public worse to each phase of the prcyoct via Pacific Promenade: Pedestrian Overpasses: streets and sidewalks to the project$hall remain the Pacific Promenade and frons the beach via the open to the public at all times. The pedestrian pedestrian overpasses over Pacific Cone Ifighway. The'PscificPrwnenade'Is6 minimum 50faatwide T-wopedearianoverpassesovefPaeificCoa$tHlgh• overpasses over Pacific C.aastllighwar and the pe- landscaped linear park along Pacific Coast I litthway wsr rail]provide a direst connection bctwcca ttrc destriso paths between the future resi&ntial and and Beach poulevard with huh 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 tort to the project,the residents of the future resi- ject to the operating hours of the public beach-The physically and ihematiuly link each phase of The deatial to the nortk(Residential District 0S-b)and Tcnnis and lfcalth Center ithatl remain open to the Reciprocal landscape mainteasom agsecwwntt vritl Waterfiont'scommcmial.poction.1wovidingwainvit• thtbeach-visitor. public su*ctto reasonable hoursofoperationand be provided between each phase of the project to ing pedestrian connection throughout the project- a fee for its use. witas Toe Pacific Prorncnade will include occasional seat• i ensure lading building setback a e as.t e Pacific c ome- including building setback neat`the Padfic Ptotte- ing areas.beaches.fountsiru,ctc to create unique Tinnis and ffealgh Center: node and areas within the street sight otwsyt and differing Mediterranesa-inspited pedestrian environments oonncctedbyplasasarches and court. The teams and health center as described previ- ; yards.The sidewalk willbemovedaway from ihecurb ouslyisa public Tecreational opportunity benefit. ParArin X line for safe and to ovitle a mare interest l' h � 'ng ling ttperience walking within a landscaped area cle- eon Beach. trt rated to provide a better view of the beach. [lirect It is recognized that there Is an oslortunity fir rrunt due acccstbctv.cea tlk twaah aiwl the Pacific Promenade sharedo tck a proximity facilities elkat a atet s of each H u provided by the pedestrian overpasses over Pacific to the elate proximity and varialrk demands of each Coast i provided by t. Miscellaneous: phase of the project. Therefore.reciprocal parking agreements will be provided between the phases to Other public improvcmcnis provided by the projcet allow the most efficient trrso of the parking facilities include the extension of Walnut Avenue and the provided at the project. [a the event that a puking Path to Futuro Residential: owneetor street including sidewalks end land- deficiency is experienced to the operation of a phase toped inedian strip;enhanced hardwspe and sig- of the prnjecr,additioeal parking will be provided is Two pedestrian pathways will provide a convenient nage monumentation at key intersections, bus a subsequent phase. link betvreen the future residential and the pedcs- beachesandeurnoutsasrequiredbyOrangeCounty Brian overpatim encouraging a safe transit to the Transit fisirick and accelerstionldecelerstion tech- lanes onto Pacific Coast I lighway. • L� tli C) f.0 Page 5 :of 12 - s - oG 1 �O w AV x •v A ACIF r JfiGHWA - - rMAtW I L►olAgo N ftow o.&. MIAll;10 rMAae IV FRAME r .r�rA.w.r rM.sc ri M rwT CLA"Dom T SOM rw NAM TJwsmi cs Dort AU-01rr wya M1orMaY rut+ SLS1mt Mom 'X, caam Tn"Tual x f H m l H — H n r r� or, ..ter owls nwR-- ,�S 1t161t1 rMAs^r 111AS1� rtu5[Y ltlA�[XJ Ta IT CLASS MOT1S 11M111S AND MAIM fdmf4d"Cl MOTf1 AN-karl"0114 WKWPWG nAtA SUSUAT 10019L CIw11� ►AaxM'STaUCr1N! COMMERCIAL MASTER SITE PLAN �p to I 0 N N Co 4-111. Ct7 sr f C C -Jr Approved 6122188 OLwo,ES Elms or su"40Oa III ,..�._u:. Page 6'of 12 A% $E—O[„ortsDIMENSOMo1UM,f rlrafu.lr '���11-` OF MNLMQ ODU1 UW M•W L•wHdr•rata a. .. .�a OENOTESWO&WUS1. �.���Y■w+lY Iwl 1� MR.aM ' r,.r •ram■. sinic""s wrr..uJ+e wNa f. .� rn•a•. 1 11V ' 1 iu^ Float MUM,Mwr. ./. . 1.w•. l� N•■1a 1•w 01 N was ,.a. rr,■r•1 y °o GLis ~9 O N ►q 1 e YE S ,rr $ a■agar i• .1 i' 06i ~U' � `aw■�w + :1�• ■ ■��+ ITT a aNaaa•� •frw�r� ■ aa■■a �S 11 •La�a u ayrai •+i � a a�r r���w ar.��r� Irara A nr.j"OAS HIQHWA C'1 PNAii 1 L AMA/t q M�V•rr�•••M•y ►jI 1,1 L IrfAIl[IV L VMASC V �•w••r.•r•rr..• fMA171 YI y< fIVIas CLAfi MOM ire""•1e 1"vu Colrah s HI 111"-sum MO,d @"Dorm Rita ►L.YMr MI x crrnr Iw,t•r0 arructwle H o w o C] a.r.rr W 1��!•M■/"� _ Yrw MI►•� �rwrwwwa- rr.r.�� r..••r �}.ice' 1 I M� 1 •� •T' 7 ...RLWLl lrasli lM6SlZ 1L63LdL ,�41L_Y .�lL� NOS$CHESS 1.O,rL 11 MI Awu 11164 COW141"C,MOrrL 1WI 040TU wso""G R1ltA LN1N1lV MO,Ii CLw11r IAm=f,A11C,11rL CO BUILDING BULK 1 ! 0 N N ca -C— Clo f C _ -._ - C fApproved b/22%t!t! ?dg+v 7 of ,�2 . �iiiiiiii/� VIEW OPPORTUNITIES FROM UPPER + FLOORS OF FUTURE FIE SIOENTIAL + . VIEW OPPORTUNITIES FROM WALNUT AVE%U£ VIEW OPPORTUNITIES FROM 7� PUBLIC PLAZAS 0 O Ir i w Aril a� anso Off r r `♦I < Of A `ACI>ra AST/ GHwe 1x FMALt I tM►S;IM IL FMA59 IV L PMASt V PMAit VI VpAf CLAAA 1101tL 7•mml AA IWAL1M COW[Allow NOTR "L4Al/Nov 1100MMO/s.AtA iUx„w v NOTIL tww. cewrew n for w r■MAw il/Iy ���wr' �••••� �11 r�� r _2L6Y! 211ASLY JUMAL (� 12lAfL�L MASI a Irl1 CIASL 14011L lfi w%AMI ul Al1M COpeI11wC1 110111 A4.14koll.140111 V40MrMIG RAJA tuxuaw 460114 Clwll■ .AssooG IILUCIU.1 co VIEW OPPORTUNITIES tI 0 N N co . �lmr LO r ■ DEN � DENOTES PUBLIC OPEN SPACE;AMENITY Annroved 6122 f 8 ;Ynj:••: DENOTES OTHER PUBLIC OPEN SPACE Page 8 of 12 �f DENOTES MISCELLANEOUS OPEN SPACE , OG DYER arAcE,►tASAs•►oGL ulEwa or CwmmaEngAt rwovsra�Es �, 10 cc Ab moon x lrr '►C •� �.. 'ems i 1ti �I � 'r'lt.• lr'FIG r0ASTjH1MWAY__ /RARE 1 ►NABt 11 w..nwrL/NAB[111 L PHASE IV PHASE V w.............. PHASE YI tillT rAAAB mpTEt TRONO Amp p"TN A oarwrmma anon& AIL•�Urt"mm @Ploy=&ltASA LUXUmT POOL ClmrraA •AAAwp�rmwCfrlAE Cr1 PACIFIC PROMENADE PACIFIC PROMENADE MAXIMUM GRAN 1 rt.YERTICALTo � mr+ a rf.rawmwTAL ufe tot SCAI[DitOiE y BUKDR 4 ,• ' 'MEANMft mB SWEwAaX WITH LOW AmNINO WALL AS NECISSMI r -� `t' z n �z , 1 AI I T � / '� MFR M�YKa M/mMf ♦M a ■i M I = + CURB •nuwwmcwm.+u ar . mar • ►ACWIG COAST MOFIWAV WFALO WA l a 1! • �., wrrArmw r►mrs left a rm M I X Mm"fpmraf& ram a a• i POSSINA OELOW GOADS PAMMNQ I 'L. .,4 swmrm►o.a..war+nrc ads a u• 1c MANDATORY LANDSCAPING OVER. I MOT CONSIDERED AS$"COVERA" I TYPICAL SECTION AT A PACIFIC PROMENADE OPEN SPACE rip 11 N N co CO r r r r r r r f r r r-- r r r r- r r NOTE.BUS BENCHES&nMOOOM AS RFQUWfD WALNUT AVEMIIE.PUBLICSjrWWALPs Approved 6/22/88 Br ORANGE COIRITV TRAMSIT DISTRICT A LANDSCAPED MEDIAN s1w - Page 9 of 12 TENNIS A HEALTH CENTER OPEN TO PIIAUC STREET'•PUKJC SIDEWALXS A OTEMMSCZS TO sB.00s�f"P.CLUBHOUSE A"MTN CENTER �D MEDIAN iTIM �� �n y ►E DESTAYAN PATH CONNECTS FUTURE PEDESTR"PATH CONNECTS MT%MI[ IIE SN7ENTIAL TO OVERPASS RESIDEMTULL TO OVERPASS G� xv •1. a ,,:'..Ili .i ! ` Z a a x __ — X AC IC_C4 T tllr&HWA x H ^1 vHAi!I L/NAs q ►Hai[in ►HABR IV /NASE Y /MAsi VI �'[� 1 PMT CiABi MDTfi TlwiM CON94UKNM ND"ft M&4kmm WaTaL MdMwq PL A24 tv ttov"ORL I.,,I fillTfA� •u�rN sewl►TTMpE H ' n ENWAWCEDWAADSCAPEA PEDESTF"NOVE"►ASS ENHANCE DNARDSCAPEA N16NWAVACCELE11ATgN/DECELERATION S"AGEMONUgkxTATION S10NAOEMOMUMENTATM.>wI CAMS ASWO1MaEDFVCAL-MANS ACrICPROMENADE7.11 —11,YSWWIDE PED/STIMANOVERVASS ENNANCEDHAIIDSCAPEA LANDSCA►E D LINEAR PARK VMN MEANDERING SIGWAQl MOMUMENTATION AID[WAL K•OPEN 10 PUQLIC MAI UWW AVM SLOPE I rT.VE RTICAL TO 7 PT.NOMZONTAL VARIOUSEWIAWC[D"WDSCAPE,SEATINGGROUPS A Bf WKS.CONNECTS TO ALLCOMMERCLLL TOPEDISTRU PATHII PEW T uLN FUTUE"'AssEiA PUBLIC IMPROVEMENTS To rfof STRUM runt To runMls REi1DEW1lAL co LO I I N N 00 .-,.I CO C r C f C f C C [ r C C C Approved 6122188 - PEDESTRMAN PATRR IFIIN3 8 FIFA LM CENTEg PEDESTRMAN PATH Page 10 of 12 FROV FUTURE RESD[NTIAL NOTE PARKMO BELOW,EXCEPT FROM FUTURE REWNTIAL - TO PEDESTRIAN CVEFWA33 AS AEOL IED FOR TENNIS TO PEDESTRYAN OVERPASS A HEALTH CENTER•IS NOT 7C ICA PUBLIC FIAPpSES, y �O OM MEET* ww r AVEMM ° W V io Ch A�fEI�DA�S �14ri!'A x PHASE I PHASE PHASE IN IL PHASE IY PHASE 1► PNASK vs H1061 CLAM$lWM to%00 R MYN cow"Mom RIOTm ALL-Own Nam MO/VAO/yAZA NORM IIMRGTYIIa 1-3 PA IF N!DE MQyERPAS$ PACM PFt9M0lAM n AREAS RESERVED FOR PUBLIC PURPOSES Co cs� , ft O - f`%.7 f`r] Co C� �-- �-- r - r - r r _ r - r r r- r r r r . r , r- r r Approved 612t/8e NO 11 of 12 - com ER .1 MA TER St PLAUSUMMARY SITE 9TATlSnC5 _—TOTAL A L UDC ACREAaM TOTAL cmu: V n Ac TOTAL WT: m Of as PHASE l FWST CLASS HOTEL T00 1T 24,000 a1 PHASE 2 Timms A HEALTH CUTER is ! IS M a PHASE T s0 aL PHASE k T Y x PHASE T COWEREW9 HOTEL we is 740,0o0 at PHASE k li1 a. PHASE 1 ALL—SLXTE HOTEL 25/ 1 f 250,i00 at. PHASE C 1.21 Tt PIMSE 1 RETAIL SHOPPING ! 25,000 aL PHASE s' Tit L P►LASE 0: � MT: PHASE i LU)MMV HOTEL !44 f 449 a L TOTAL MET: 200 TL TOTALS 1,IS! l.T1iW0 a1. AL10uT1o10: PUKJC OPER SPACE AAI WM. 1 sl /L 325 x OTHER PUKJC OPEN SPACE: 334 as M x VGTRIGT JH MMWWM FAR T f sIISCELtANEOLJS OPEN SPACE: JLU ML i! x TOTAL OREM SPACE: 1104 mL 92 x VAR. 10 011!)NKCOVERAGE: Tot k %f X 3TRFET3,DRMEMg1K i PARIQliik i�} IL i*7 I'T'! 1 TOTµ ftmWWr AIILAI1amn AN LKU&MOF►oima m 1114 WJIMAM ROM AMA Taa DA P.FIAMDOAM M LM3 ANS P. 1931L ►`I 1 Au AaTAC9 96CUMS ME Tat OR All OTCIGLTTD fMM WQUWK CD KCrOII PUM y MW ALLLLTAAIMWMCTLEJIATON LAMB ON IALN I[MOT IA W"O. 1 Ockoss"m M ftwAAL HNTII ME WONT"TOl WOORMATI"Ai Taa•/twis A1w"Aff TO VKMWlOIWII VIUIIL W/W OOTAILT FT� DIYl10'WNT •tAA" LLs AM AVTI aiD OSI A (7MUl f- SAATTlk T\AA RAM, 04mba Im TIIAIA-%mLolL Tgwa UIOim A" (�] aw�la To ir.aa ACAA1rMrT K wr►.tii wwl a aAfr ftW W M .L ' 1 NSlslwrt TO pOYaROW�i/l/YK N/W pd7T11rT as pratONlllff RaH/yJpa,LF TO I L� OT IM TOIAL hIALK OMIT VA6a AMWTT l�(1ST au A[ALy SAY sA TIIUOTSD 4IOSWm iTAq AIIOWSK A11ATTIT lLLr TIi WlOYO W9 A IS IIui TIIaaISMN& Am KIN VAL**MAiWAM A WADI A6&. W IN W 1 nlK AD•OMSI AS TI*f KA U4 V4 OAT II v0A TOTAL OKI$grl 141MOOG LOMAWA ABM jikil%C�Tw VAkVV a FAAIU YIFH+LT 9AWASS LM�O/T1K T TAL AGI Y1l AftA a 1DAi!IGaMs mw on$a*ow TD a mk L W N N ..pa. CO r r r r e r _ I r--- r - r, , r r r r r r SMEST TIM E Approv!d 61-021$9 Page 12 of 12 ■ PHASE i PHASE] PHASE i ' EIRITCLMS-tiam Cgg t-nc►uuE OM PHASE 1: 354 ML P"ASE k I w .a PM US:S: Sot ML AUDCATIOW AtLOCATIOM: ALLOCUTION: PUBLIC OPEN SPACE AAIEMITT: @ 3• at 149 % PUBLIC OPEN SPACE AWWTT: 0 SS ML 198 % PUBLIC OPEN!PACE AWYArTII 0.00 aL OTIR.It PUBLIC OPEN SPACE: O.TI aL ri.T x OTWA PUKK OPEM SPACE: 0 Q as n I % OTHU PUMLK OM SPACE: o V aL 291 % SILSCELLAMEOUS OM SPACE; tX aL X WMEt1AMOUS OPEN SPACE. !u t " % h1WDIAME0US OPEII SPAM W aL it % TOTAL OPEMOPACE: I.So at Ill % TOTAL OPEN apACEs 131 ML 459 % TOTAL OPEN}PACE: I.Y at Ito % BL LDNG COVERAGE: 1 S0 a, It f % SULD Mr COVERAGE: 1,46 W. SO 0 % IMUDINC C&AWA3: 0 0 aL m 1 % STREETS.DRWWAVS A PAR10NG: ,4 m lu % ST—n.C>rYL*AVS A PAii NQ JLj at. AL % STREETl,DONEWAY!A PARIONG JM at ju % TOTAL IIET SITE AREA. S st aL t o0 o % TOTAL NET SITE AREA: !00 aL 1000 % TOTAL MET SITE AMA Sol s 100.0 % I PHASE Z P!! E! 'TENNIS AND HL&UdffAM ALL-SUEU HOTEL LIIXUR1f 1lbTEi PWISE l` 344 aL PKAM I: 1 n ac PHASE s f N ML L*J X ALLOCATIOM: AUDCATIOW ALLOCAY9 ts: x PUBLK OPE M SPACE AAIEMITY: 344 at N f % PUBLIC OPEM SPACE AIIEoWM. on ac 144 % PUBLIC Or M SPA"A1,IEWM 1 X aL fo o % to~ OTHCR PUBLK OPEN SPACE: 0 00 a< of OTM PUBLIC OPEN SPACE: 0 a ac S S % OTHER PUKK OPEN SPAM: o a aL t o! % % PU H WSCELLWOUS OPEN SPACE• JA ae. L % 11W-MLAKOW OPEN SPACE: fm St Lu % IMMLAWOUS OPE*SPACE. #A aL u % y TOTAL OPEM•PACE: S aI al, f0 f % TOTAL OPEN SPACE- 0 So aL 410 % TOTAL OfEM SPAM 261 aL 1t.o % n BULDwGCOVERAGE: 045 ac t!f % tWLLDWG[OVERAGE: On ac IS 1 % BUCOW COVERAGE: 214 r a1 % STRIETS,DRNMYS A PAJWWQ 1004 m 1.1 % sTKM.DRNEwAn i►Awaw1 - S j ML Lit % S'TWM OWVEWAVS A PAR1oalP. in aL ji % TOTAL MET SITE AREA.• 1 M mL 1010 % TOTAL MET SITE RAM. $04 aL 1 n• % ttvnt: I Au Am"S m"z Are TILT OF mu ouwAnD sfmm emamm eau+Saml VKET,wO AcauiAT w/mataAMTm IAMLA or rats a CWT W40MAN. I s VW MII for a DWOUN r■wcS AM 1001M roa MO*nMTKMM ftWJ"a r+r UAW TO crT■■MO A M WIMC rw oaTwrtr�+ I w VLLOPU 01 auruarl�a are AM4D of r cu■wn+iwt wuTtr rw aTsr nwnr�iT�nwTa-vtu�c Ids t+«+wt Am UK&"TO N Stlrt<T■IL■fl asla4Mmare wall r VUW b"w auAt a wrwAMT TO DftWOrrl 09OrK ft"DoIRK. ra WWt*P NT STAWM MK W TO I%%W TIr TOTAL KOLK OrtM IOACO Aar M/l'TIFST■H ACaIsI wT as IMuamia.T�r..4 AuairrC 1Vfra■�Ya:u■u W t��ea Ya[1 A uhma uuft4m a ar0 MAI TM Clullik Of i,00 10 M�S T.O A,AAWAD ar FHAA S AMO IS PC"%AS MOTH A ft MK OrIM WACI AMk ITT■AND Ma{MMC.COVSMA61. Ae a REfu�l THE AOauar Or M /�a WOWN RM TOTAL Or II SPACA.illt•pMfi<OVeraGa APO S IMLL T1.00,"WAG S rarraK YxStT.,IAla10a SSS%QF TMe TOTML SrT a"A rlCAWW aMYMOT AOO OW TO WrmmIL W N [v . OD C� MOTE: TIRE COWIVI iM SOUHDART i MR:N[D TO AccoaioDAf�i(H*w,+vuRiousTiwiwnwsrcRiaMA�rrTRulrEo y I��) ♦�`I' �Iy �� ♦ `� CONCEPTUAL RESIDENTIAL �- `r7 i f�♦♦', PHASING EXHIBIT I�.wrfan+wr.�w.At A �f"t IA (4415 • � J ) � 4PF"j .� I ` mameammus monum *Savo so I N ►i ♦ H z� 4 - _ 44 0 Y!! we WW1e w fi m rm wy��a�•w! go�i lrlr mil!nn M ►wAll i^^—`►wA/ rrr...� Mialt a — PUB sf W ♦•wail• uw.r Mla!! 11��"�� •.0 wu•r*y nr.•w•►�lr n� gawW.c.roA ra-MR AAL 7wCI.Yy i•Aj� Lwr�r wsM� �..� APPROXIMATE[ANO AREAS; HOTEL AauAf,RfSiOt.iTY+L MY�Sf/pN14AR1EfT/RL!E pETtR11WtD l'1' _ COMMERCIAL RESIDENTIAL A MAMA Siff. MAN AND ft0AVA MAAM TO a A"0&40 lT THE nAMMMw cOUSMSI N MakWANT TO ►AAAMA M 414a OF THE SECTION !mod XOF_TO7__AL ircno &M 'KOf_TOLAL pOWWOWN S►lrrit MAN OTi9R LAND MAftMd4 t0NSVERAT3M ANT• CONSI NYS MAY MTtR taNVAIAT Tl*ICOWtnuAt rafwDARtf vioww. A 10 AL SO ti A 12 Ac 50% a S At 25% a 6 AC. 25% c -5 Ac M% c -6 Ac -n% Lo . 20 Ac 100% 24 AC. 100% t O N OD TfIEWATEIUIUNT. sum 89=OZZ849 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 the 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 front 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 tc this Agreement. I 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, r.. 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"