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
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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
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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
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I. Applicable Ordinances, Regulations, Mules,
and Official Policies . . . . . . . . . . . . . . . . . . . . . . 30
�.. J. Other Governmental Agency Permits . . . . . . . . . . 32
K. Transient Occupancy Tay: Ordinances 33
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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
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F. Inaction Not a Waiver of Default . . . . . . . . . . . 39
G. No Cross-Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . 39
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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
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H. Findings. . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . 46
I. Severability 46
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J. Cooperation; Execution of Documents . . . . . . . . 47
K. Justifiable Reliance . . . . . . . . . . . . . . . . . . . . . . . 47
i�.
L. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
M. Entire Agreement; Waivers . . . . . . . . . . . . . . . . . . 49
N. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
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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
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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-
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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.
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D. The Site is that portion of the Redevelopment
Project Area so designated on the "Site Map" and more
particularly described in the "Legal Description" which are
attached hereto as Exhibits "A" and "B", respectively, and
incorporated herein by this reference. The Site includes the
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
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Date of this Agreement, the Agency and City will be entering
into a Purchase and Sale Agreement (the "City--Agency
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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
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"Conceptual Plan" for the Separate Development Parcels in the
Residential Portion; (iii) a conditional use permit or
permits and a coastal development permit or permits for each
phase; (iv) a "special permit" for any requested deviations
from normal development standards and requirements; (v) a
parcel or tract map for the consolidations/divisions of the
existing parcels within the Site to create the various
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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 .
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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
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a Supplement to Environmental Impact Report 82-2 for the
Project. Prior to the Effective Date of this Agreement, the
City has certified the Supplement to Environmental Impact
Report 82-2, adopted certain mitigation measures with respect
to the Project, and made certain findings with respect
�- thereto, all as required by CEQA. The City has fully
considered the environmental impacts of the Project and the
Supplement to EIR 82-2 prior to approving the Project.
i�
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.
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- L. For the reasons recited herein, the parties hereto
have determined that the Project is a development for which a
Development Agreement is appropriate. This Agreement will
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,
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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
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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
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Agreement.
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COVENANTS:
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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
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shall be those set forth in this Agreement, the Master Site
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Plan for the Commercial Portion of the Site, the conditional
use permit, coastal development permit, and tentative tract
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
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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
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applications for development and building permits and
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approvals. The City's evaluation of such matters shall be
conducted in accordance with City ordinances, regulations,
rules, and official policies in force as of the Effective
*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
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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
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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
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. 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
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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.
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(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.
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(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
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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) .
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(b) Phase 2 ; Separate Develop-
- ment Parcel No. 8: Approximately one-fourth
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(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
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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
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. 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
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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
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. 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
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�- 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
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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.
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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.
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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
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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
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08/15/88 FINAL
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- + - 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.
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�` • ' 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
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• 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
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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
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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-
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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-
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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
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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
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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
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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
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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
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08/15/88 FINAL
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�. 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
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08/15/88 FINAL
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- 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
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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
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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
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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
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EXHIBIT "A"
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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
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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
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13 4.1201
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Approved 6/22/88
THEWATERFRONT.,
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COMMERCIAL MASTER SITE PLAN
Pursuant to Downtown Specific Plan Section 4.11.02
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Page'1 of 12_
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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.
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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'%
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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.
•
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f.0
Page 5 :of 12 -
s -
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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
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or,
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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
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Ct7
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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
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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
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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$CHESS 1.O,rL 11 MI Awu 11164 COW141"C,MOrrL 1WI 040TU wso""G R1ltA LN1N1lV MO,Ii
CLw11r IAm=f,A11C,11rL
CO
BUILDING BULK
1 !
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f C _ -._ - C fApproved b/22%t!t!
?dg+v 7 of
,�2 .
�iiiiiiii/� VIEW OPPORTUNITIES FROM UPPER +
FLOORS OF FUTURE FIE SIOENTIAL
+ . VIEW OPPORTUNITIES FROM
WALNUT AVE%U£
VIEW OPPORTUNITIES FROM 7�
PUBLIC PLAZAS 0
O
Ir
i w
Aril a� anso Off
r r `♦I
< Of A
`ACI>ra AST/ GHwe
1x FMALt I tM►S;IM IL FMA59 IV L PMASt V PMAit VI
VpAf CLAAA 1101tL 7•mml AA IWAL1M COW[Allow NOTR "L4Al/Nov 1100MMO/s.AtA iUx„w v NOTIL tww.
cewrew
n
for w r■MAw il/Iy ���wr' �••••� �11 r��
r
_2L6Y! 211ASLY JUMAL (� 12lAfL�L MASI a
Irl1 CIASL 14011L lfi w%AMI ul Al1M COpeI11wC1 110111 A4.14koll.140111 V40MrMIG RAJA tuxuaw 460114
Clwll■ .AssooG IILUCIU.1
co
VIEW OPPORTUNITIES tI
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DENOTES PUBLIC OPEN SPACE;AMENITY Annroved 6122 f 8
;Ynj:••: DENOTES OTHER PUBLIC OPEN SPACE Page 8 of 12
�f
DENOTES MISCELLANEOUS OPEN SPACE ,
OG
DYER arAcE,►tASAs•►oGL ulEwa or
CwmmaEngAt rwovsra�Es �,
10
cc
Ab
moon
x lrr '►C •� �.. 'ems i 1ti �I � 'r'lt.•
lr'FIG r0ASTjH1MWAY__
/RARE 1 ►NABt 11 w..nwrL/NAB[111 L PHASE IV PHASE V w.............. PHASE YI
tillT rAAAB mpTEt TRONO Amp p"TN A oarwrmma anon& AIL•�Urt"mm @Ploy=<ASA LUXUmT POOL
ClmrraA •AAAwp�rmwCfrlAE
Cr1 PACIFIC PROMENADE PACIFIC PROMENADE
MAXIMUM GRAN 1 rt.YERTICALTo �
mr+ a rf.rawmwTAL ufe
tot SCAI[DitOiE
y BUKDR 4 ,• ' 'MEANMft mB SWEwAaX WITH LOW
AmNINO WALL AS NECISSMI
r
-� `t' z
n �z , 1 AI I
T � / '� MFR M�YKa M/mMf ♦M a ■i M
I = + CURB •nuwwmcwm.+u ar . mar •
►ACWIG COAST MOFIWAV WFALO WA l a 1! •
�., wrrArmw r►mrs left a rm M
I X
Mm"fpmraf& ram a a• i
POSSINA OELOW GOADS PAMMNQ I 'L. .,4 swmrm►o.a..war+nrc ads a u• 1c
MANDATORY LANDSCAPING OVER. I
MOT CONSIDERED AS$"COVERA"
I
TYPICAL SECTION AT
A PACIFIC PROMENADE OPEN SPACE rip
11
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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
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Z a
a
x
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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
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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
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�-- �-- 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
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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
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. 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"