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Annual Review of the Waterfront Development Agreement
IqOTI!CE OF MARIN ANNUAL REVIEW OF THE WATERFRONT DEVELOPMENT AGREEMENT NOTICE IS HEREBY GIVEN that the Huntington Beach City Council will hold a public hearing in the Council Chamber at the Huntington Beach Civic Center, 2000 Main Street, Huntington Beach, California, on the date and at the time indicated below to receive and consider the statements of all persons who wish to be heard relative to the application described below. DATE/TIME: Monday, June 7, 1993, 7:00 PM APPLICATIONNUMBER: Waterfront Development Agreement - Annual Review APPLI_ CANT: Robert Mayer Corporation/City of Huntington Beach LOCATION: Northside of Pacific Coast Highway between Huntington Street and Beach Boulevard. REQUEST: Annual review of developer's compliance with the Waterfront Development Agreement pursuant to Section 2 of the agreement. ENVIRONMENT&L STAT15: Categorically exempt pursuant to Section 15301, Class 1 of the California Environmental Quality Act. COASTAL SIATUS: Not applicable ONEILE: A copy of the proposed request is on file in the Community Development Department, 2000 Main Street, Huntington Beach, California 92648, for inspection by the public. A copy of the staff report will be available to interested parties at City Hall or the Main City Library (7111 Talbert Avenue) after June 3, 1993 . ALL INTERESTED PERSONS are invited to attend said hearing and express opinions or submit evidence for or against the application as outlined above. If there are any further questions please call Scott Hess, Senior Planner at 536-5271. CONNIE BROCKWAY, CITY CLERK CITY OF HUNTINGTON BEACH 2000 MAIN STREET - 2ND FLOOR HUNTINGTON BEACH, CALIFORNIA 92648 (714) 536--5227 Section Paae Ite 5tatus l.E(1) 25 Permitted Uses C1 (2) 25 Alcoholic Beverage Sales and Consumption C1 (3) 26 Dancing & Live Entertainment C1 1.F 26 Phasing of Development Cl l.G 29 Utilities C1 1.H 30 Cost of Development Cl 30 Applicable Ordinances, Regulations, Rules, and ..r Official Policies 1.J 32 Other Governmental Agency Permits C1 l.K 33 Transient Occupancy Tax Ordinance C1 C - Complied Cl - Complied with as part of Phase 1; other requirements necessary with future phases N - Non-compliance F - Future Development * - See SEIR No. 82-2 Mitigation Measures and CUP No. 87-19 Conditions of Approval (9946d) CCf= FOirt;; ED COPY Y< Plot Congared +with 89-OZZ849 Original } When recorded return to and Recording- Requested By: City of Huntington Beach RECORDED IN OFFICIAL RECORDS • 2C00 Main Street OF ORANGE COUNTY,CALIFORIvA 'Huntington Beach, CA /Attn: City Cle k 1;00 JAN 13 1989 Mail. Tax Statements to*, PM Robert Mayer Corporation EXEMPT P. 0: Box 8680 C6 a<< �RECORDER C.660 Newport e � nter'Drive,#1050 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 J of the Robert L. Mayer Trust of 1982, dated June 22, 1982 , as amended This docent is solely for the official businoss of the City of Huntington Death, as contem- plated undor Cover:rnant Code Sea. 6103 and should be recorded free of eharge. 08/15/88 FINAL TABLE OF CONTENTS section 1. Develo went 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 (2) Residential Portion . . . . . . . . . . 16 (3) Parking and Reciprocal Parking Agreements. . . . . , . . . . . . 17 (4) Miscellaneous Site Improvements . . . . . . . . . . . . . . . . . 18 (5) walnut Avenue Extension and �+1 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 (3) Dancing and Live Entertainment . . . . . . . . 26 F . Phasing of Development 26 G. Utilities . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . 29 H. Cost of Development . . . . . . . . . . . . . . . . . . . . . . . . 30 08/15J88 FINAL I. Applicable Ordinances, Regulations, Rules, and Official Policies . . . . . . . . . . . . . . . . . . . . . . 30 J. Other Governmental Agency Permits . . . . . . . . . . 32 K. Transient Occupancy Tax Ordinances . . . . . . . . . 33 Section -2 . Annual Review of Developer's compliance• With Agreement; Default; Remedies; Termination . . . . . . . . . . . . . . . . . . . . .. . . . . . . . 34 A. Annual Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 B. Defaults--General . . . . . . . . . . . . . . . . . . . . . . . . . . 35 C. Enforced Delay; Extension of Times of Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 D. Legal Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 E t E. Applicable Law and Attorney's Fees . . . . . . . . . 38 1 F. Inaction Not a Waiver of Default . . . . . . . . . . . 39 G. No Cross-Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Section 3 . General Provisions 40 A. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 r B. No Joint Venture or Partnership . . . . . . . . . . . . . 40 C. Covenants . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 D. Amendment of Agreement . . . . . . . . . . . . . . . . . . . . . 41 E. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 F. Cooperation in the Event of Legal Challenge 43 G. Enforceability of Agreement . . . . . . . . . . . . . . . . 45 H. Findings. . . . . . . . . . . . . . . . . . . . .•. . . . . . . . . . . . . . . 46 I. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 i � . % 08/15/88 FINAL J. Cooperation; Execution of Documents . . . . . . . . 47 K. Justifiable Reliance . . . . . . . . . . . . . . . . . . . . . . . 47 L. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 M. Entire Agreement; Waivers 49 N.'. Effective •Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . - 50 EXHIBITS A Site Map B Legal •Description C Technical Site Plan, Project Description, and Site Statistics (Approved Master Plan for Commercial Portion of Site and Conceptual Site Plan for Residential Portion of Site) D Conceptual Residential Phasing Exhibit E Approved Title Exceptions 08/15/88 FINAL DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND ROBERT L. 'MAYER, as Trustee of the Robert L. Mayer, Trust of 1982, dated June 22, 1982, as amended THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into by and between ROBERT L. MAYER,' as Trustee of the Robert L.' 3 Mayer Trust of 1982, dated June 22, 1982 , as amended 3 (hereinafter "Developer") , and the CITY OF HUNTINGTON BEACH, i a municipal corporation (hereinafter "City") , pursuant to the , authority of Sections 65864 through 65869 .5 of the Government 1 Code of the State of California (the "Development Agreement Statute") . I R E C I T A L S : i . 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 development agreement with any person having a legal or equitable interest in real property for the. purpose of establishing certain development rights in the property which is the subject of a development project application. Pursuant to the authorization set forth in California Govern- ; i 08/15/88 FINAL . 1 *UKI,C.,IOTICE NOTICE OF f PUBLIC HEARING CITY COUNCIL/ REDEVELOPMENT AGENCY AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT THE WATERFRONT MAIN-PIER REDEVELOPMENT PROJECT AREA On Monday, March 16, 1992 at 7:00 p.m., or as soon thereafter as the mat- ter may be heard, at the City Council Chambers lo- cated at 2000 Main Street, Huntington Beach, Califor- nia, the City council of the City of Huntington Beach and the Redevelopment Agency of the City of Hun- tington Beach will hold a joint public hearing to con- sider approval of the Third Amendment to the Disposi- tion and Development Agreement (the "Agree- ment") by and among the Redevelopment Agency of the City of Huntington Beach (the"Agency"), The Robert L. Mayer Trust, and Waterfront Construction No. 1. The proposed Agreement and a staff re- port including a summary of the Agreement is avail- able for public inspection at the Office of the City Clerk, 2000 Main Street, Huntington Beach, Califor- nia. Should you desire fur- Ither information concerning this matter, kindly call Ste- phen Kohler at (714) 536- 1 5457. CITY CLERK/AGENCY, City Council/City of Huntington Beach, Re- development Agency, City of Huntington Beach Published Huntington Beach/Fountain Valley In- dependent February 27, ,March 5,1992 --__ _ 024-267 THE NEUDIT SUCH,COSTA VISA s Piln - Dear Advertiser: Enclosed please finch clipping of your ad from the first publication. If you need to make any changes or corrections, please call me at your earliest convenience. Q` The cost of this publication will be $ . �O Thanks for your cooperation and patronage. Sincerely, qudy etting Manager Legal Advertising Manager 330 West Bay Street Costa Mesa, CA 92627 (714)642-4321 (714) 631-5902 FAX I STATE OF CAUFORNIA County of Orange I am a Citizen of the United States and a resident of the County aforesaid; I am over the PUBLIC Norgce age of eighteen years, and not a party to or NOTICE OF interested in the below entitled matter. I am a PUBLIC HEARING' ANNUAL.REVIEW . principal clerk of the HUNTINGTON BEACH OF THE WATERFRONT' DEVELOPMENT INDEPENDENT, a newspaper of general AGREEMENT !!! 9 NOTICE IS HEREBY circulation, printed and published in the City of GIVEN that the Huntington Beach City Council will Huntington Beach, County of Orange, State of hold'a public hearin at the Council Chamber at the Huntington Beach Civic California, and that attached Notice is a true and Center, 2000 Main Street, complete copy as was printed and published in Huntington Beach, Ca the Cnia;on the date and at the time indicated below to re- the Huntington Beach and Fountain Valley Statements ofoall�der the persons issues of said newspaper to wit the issue(s) of. who wish to be heard rela- tive to the application de scribed below. DATE/TIME: Monday, June 7,1993,7:00 PM APPLICATION NUMBER: Waterfront Development Agreement-Annual Review APPLICANT: Robert Mayer Corporation/City of May 27 , 1993 Huntington Beach REQUEST: Annual Review of Developer's.compliance June 3 , 1993 with the Waterfront Devel- opment agreement pursu-, ant'to Section 2 of thei agreement. ENVIRONMENTAL STA-4 TUS: Categorically exempt; pursuant to Section 15301,1 Class 1 of the California, • Environmental Quality Act. COASTAL STATUS: Not applicable I ON FILE: A copy of thel proposed request is on filet in the Community Devel- opment Department, 20001 Main Street, .Huntington! Beach, California 92648,' for inspection by the pub-( Iic. A copy of the staff re-i I declare, under penalty of perjury, that the port will be available to in-! terested parties at City.Hallf for an )s true and correct (7 the Main City Library eg g 111 Talbert Avenue) after June 3,1993. ALL INTERESTED PER- June 3 3 SONS are invited to attend Executed on 99® said hearing and expressf opinions or -submit evij at Costa Mesa, California. deuce for or against the l application as outlined{ above. If there are any fur-1 ther, questions please call( Scott Hess,Senior Planner,! at 536-5271. Signature CONNIE BROCKWAY,` CITY CLERK CITY ,OF HUNTING TON BEACH, 2000 MAIN STREET, HUN-t TINGTON BEACH, CAS 92648 '(714) 536-1 5227. I Published Huntington) Beach-Fountain Valley In-j PROOF OF PUBLICATION dependent May 27,June 3,1 1993. J 054-567� This Spec* is for the County Clerk's Filing Stamp PROOF OF PUBLICATION (2015.5 C.C.P.) STATE OF CALIFORNIA, ss. PUBLIC NOTICE County of Orange, Proof of Publication of I am a citizen of the United States and a resident of Notice of Joint Public Hearing ar.ng the County aforesaid; 1 am over the age of eighteen years, and not a party to or interested in the above entitled matter. 1 am the principal clerk of the PUBLIC NOTICE printer of The Register, a newspaper of general cir- NOTICE OP RING PUBLIC HEARING CITY OFC ITI'HUNTOUN ON BEACH culation, published in the City of Santa Ana, County REDEVELOPMENT AGENCY On July 29,1991,at 7 p.m.or as of Orange, and which newspaper has been adjudged soon thereafter as the matter may be heard, at the City Council chambers located at a newspaper of general circulation by the Superior 200o Main Street, Huntington Beach, California, the City Council of the CItY of Hunting- ton Beach and the Redevelop- ourt of the County of Orange, State of California, ment Agency of the City of Huntington Beach will hold a joint public hearing to con. under the date of November 29, 1905, Case Num- sider approval of a Second Amendment to Disposition bar A21046; that the notice of which the annexed (the"°second Amendmen Agreement and among the Redevelop- is a printed copy, has been published in each rag- Hunt Agency of the City e Huntington Beach (the Agency") and Robert L. ular,and entire issue of said newspaper and not in Mayer,as Trustee of the Rob- ert L. Mayer Trust of 7482, dated June 22, 1982, as any supplement thereof on the following dates, to- Development•Agreement,as wit. amended,concerns the trans- wit: and developmentof certain real property located on the inland side of Pacific Coast Highway,between Beach Bou- levard and Huntington Street, and commonly known as the "Waterfront"project.The Sec- JH 1 v 14. 15 991 - and Amendment amends the Disposition and Development Agreement by authorizing the cssignment to a third party of the developer's right to cer- tain funds, and deleting the Agency's obligations to make certain payments to the devel. op 'accordingly, it willCr. be recommended that the ap- proval of the Second Amend- ment be found exempt from the California Environmental Quality Act.The proposed Sec- ond Amendment the Dispo- sition and bevelopment Agreement,the First Amend- ment to Disposition and Devel- opment Agreement, and a staff report including a Sum- mary Report of the Second Amendment are available for' of the City Clerk 120000Main certify (or declare) under penalty of perjury thatStreet, Huntington Beach,) P 1 rY California. Should you desire further lnformation concern- the foregoing is true and Correct. i t this matter, kindly call Stephen Kohler at (714) 536- 5457. • Connie Brockway IV Executed at Santa City CLerk of Ana, California. t Huntington Beach (City Council and Clerk of the Brandt Polan Huntington Beach Revelopment Ag9ency Publlsh_July 74,15,22,1991 Date �u = -----------•---•---- � ~ 5ignoture OSP IDS PROOF OF PUBLICATION WATERFRONT DEVELOPMENT AGREEMENT MAILING LIST (June 1991) (12170) Stephen K. Bone Barbara Kaiser Steve Kohler The Waterfront, Inc. Deputy City Administrator Economic Development Dept. 660 Newport Ctr. Dr., Ste 1050 Economic Development City of Huntington Beach Newport Beach, CA 92659-8680 City of Huntington Beach Connie Brockway Robert L. Mayer City Clerk Robert Mayer Corp. City of Huntington Beach P. 0. Box 8680 660 Newport Ctr. Dr., Ste 1050 Newport Beach, CA 92658-8680 i 1He s S �7 r kzw REQUEST FOR CITY COUNCIL ACTION Date June 7, 1993 Submitted to: Honorable Mayor and City Council Mem s Submitted by: Michael T. Uberuaga, City Administrato Prepared by: Michael Adams, Director of Community Developme Subject: ANNUAL REVIEW OF WATERFRONT DEVELOPMENT AGREEMENT APPROVED BY CITY COU:`CIL Consistent with Council Policy? Yes ( ] New Policy or Excepti n Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Act' , STATEMENT OF ISSUE: Transmitted for your review is the annual review of the Waterfront Development Agreement. The purpose of this review is to determine whether or not the developer, Robert L. Mayer, has complied with the terms and conditions of the Agreement. It was approved by the City Council in August 1988 and recorded in January 1989 . Phase I, Hilton Hotel, of the Agreement was completed in July 1990. This is the second annual review. Motion to: "Approve the Annual Review of the Waterfront Development Agreement and deem the Developer, Robert L. Mayer, in substantial compliance with the terms and conditions of the Agreement" . Planning Commission action and recommendation on April 20, 1993. ON MOTION BY BOURGUIGNON AND SECOND BY GORMAN, THE PLANNING CONMKISSION VOTED TO DETERMINE THAT THE DEVELOPER, ROBERT L. MAYER, HAS SUBSTANTIALLY COMPLIED WITH THE TERMS AND CONDITIONS OF THE WATERFRONT DEVELOPMENT AGREEMENT AS REQUIRED UP UNTIL THIS DATE AND FORWARD TO THE CITY COUNCIL FOR APPROVAL, BY THE FOLLOWING VOTE: AYES: Cook, Bourguignon, Biddle, Richardson, Dettloff, Gorman, Inglee NOES: None ABSENT: None ABSTAIN: None 1� Plo 5185 ANALYSIS: The Waterfront Development Agreement is an agreement between the City of Huntington Beach and Robert Mayer Corp. for development of the Waterfront Mixed Use Project. It provides assurance to the applicant that the project may proceed with a development in accordance with the City's existing rules, regulations and official policies in effect at the effective date of the Agreement. The purpose of the annual review is to monitor the Agreement and evaluate the performance of the developer. Attachment No. 1 lists the sections of the Agreement which are the responsibility of the developer and whether or not they have complied. All the requirements of the Agreement, as well as applicable mitigation measures of the supplemental EIR No. 82-2, have been Complied with. All but one of the entitlement conditions on the first phase hotel have been met. Condition No. 10 of Conditional Use Permit No. 87-19 requires that an affordable housing plan be submitted and approved prior to issuance of a Certificate of Occupancy. Currently, the Robert L. Mayer Corporation is working jointly with the Economic Development Department in an effort to develop a plan which complies with the City's Housing Element, addresses the Redevelopment law for providing affordable housing in a project area, and will comply with the City's proposed affordable housing ordinance. This effort satisfies the intent of the condition and will be completed before the second phase (Residential/Commercial) of the Waterfront project is processed. EIMING_SOURCE: Not applicable. ,BI.TERNATI VE ACTI : Motion to: "Continue action on the Annual Review for further information." ATMCHMENTS: 1. Waterfront Development Agreement Compliance Matrix 2. Development Agreement by and between the City of Huntington Beach and Robert L. Mayer recorded January 13, 1989 3 . Planning Commission Staff Report dated April 20, 1993 . MTU:MA:SH:lp RCA 6/7/93 -2- (1916D) 1 ACHMENT_NO. 1 WATERFRONT DEVELOPMENT AGREEMENT DEVELOPER COMPLIANCE MATRIX (APRIL 19931 Section Page UP. Statun l.D(2)a(1) (a) 15 Phase 1: first class hotel C. (b) 15 Phase 2: recreation facility F (c) 15 Phase 3: first class hotel F (d) 16 Phase 4 : all-suite hotel F (e) 16 Phase 5: specialty retail F (f) 16 Phase 6: luxury hotel F (2) (a) 16 Phase 1: 438 residential units F (b) 17 Phase 2: 219 residential units F (c) 17 Phase 3 : 218 residential units F (3) 17 Parking & Reciprocal Parking Agreement C1 (4) 18 Miscellaneous Site Improvements C1 (5) 18 Walnut Ave. Extension and the "spur" street Cl. 20 Walnut Ave. Extension (Phase 1) C1 (6) (a) 20 Miscellaneous Public Improvements-overcrossing F (b) 21 Miscellaneous Public Improvements-overcrossing F (c) (i) 21 Street Widening C1 (ii) 21 Street Improvements C1 (iii) 21 Signalization Cl. (iv) 21 Waterline extension Cl (v) 21 Utility Extension C1 (d) 22 Reabandon oil wells C1 (e) 22 Improvements accepted by City C1 1.D(2)b. 22 Setbacks C1 C. 23 Bulding Construction Cl d. 23 Signs (PSP) C1 e. 23 Screening C1 f. 24 Landscaping Cl. g. 24 Utilities C1 h. 25, Vehicular Access C1 C = Complied Cl = Complied with as part of Phase 1; other requirements necessary with future phases N = Non-compliance F = Future Development (9946d) Al jAUMAt1v I liv. t 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 (Cal'ifornia Health and Safety Code Section 33000 et seq. ) , the City Council has previously adopted Ordinance Nos. 2578 and 2634 establishing a Redevelopment Plan for the Main-Pier Redevelopment Project Area (the "Redevelopment Project Area") . The purpose of the Redevelopment Plan is to eliminate blight and redevelop the Redevelopment Project Area. Pursuant to Section 3 . 1 of the Redevelopment Plan, the City is committed to aiding and cooperating with the Redevelopment Agency of the City of Huntington Beach (the "Agency") to carry out the Redevelopment Plan. C. The purpose of this Agreement is to establish development rights and obligations in certain real property (the "Site") situated within the Redevelopment Project Area, to assist in the Agency's implementation of the Redevelopment Plan, to provide a secure means of financing needed public 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 raintain and improve vital public services provided to the citizens of Huntington Beach. J � -2- i 08/15/88 FINAL � r s D. The Site is that portion of the Redevelopment Project Area so designated on the "Site Map" and more particularly described in the "Legal Description" which are attached hereto as .Exhibits "A" and "B", respectively, and incorporated herein by this reference. The Site includes the "Developer Parcel, " the "City Beach Maintenance Facility Parcel, " and the "Beach Boulevard- Remnant Parcel, " which are each so designated on the Site Map. ' E. On or before the Effective Date of this Agreement, i Developer and the Agency will be entering into a Disposition and Development Agreement (the "DDA") , which DDA provides for the disposition of the Site to Developer and its development as an integrated, multi-phased commercial and residential complex (the "Project") . The DDA will be a public record on file in the office of the City Clerk of the City. Unless otherwise specifically set forth herein, all of the defined terms in this Agreement shall have the same meanings as such terms have in the DDA. F. As of the Effective Date of this Agreement, the City owns fee simple title to the Site. Developer is the present lessee of that portion of the Site consisting of the Developer Parcel, pursuant to the terms of that certain Second Amended and Restated Lease ("Existing Lease") between the City and Developer dated on or about August 15 , 1988, ' and expiring on or about January 31, 2013 . After the Effective ,4V 08/15/88 FINAL i I f Date of this Agreement, the Agency and City will be entering into a Purchase and Sale Agreement (the "City-Agency Agreement") pursuant to which the City will convey to the Agency all of the City's right, title, and interest in and to the various "Separate Development Parcels" within the Site r }• (as that term is defined below) , including all improvements thereon which are owned by the City, excepting only certain reserved City interests ' in oil, gas, hydrocarbon substances, and mineral and water rights, all as more particularly described in the City-Agency Agreement and the DDA. Such conveyances shall occur in time for the "Disposition Transfers" of such Separate Development Parcels from Agency to Developer -- transfers of fee title to that portion of the Site to be developed for residential uses (the "Residential Portion") and transfers of new and revised leases with respect to that portion of the Site to be developed with commercial uses (the "Commercial Portion") , all as set forth in the DDA. G. Prior to and as a condition to each Disposition Transfer, the Developer will be required to obtain City approval of the following specific land use approvals and building and construction permits (the "Approvals") to the extent applicable to each Separate Development Parcel to be so transferred: (i) a "Master Site Plan" for the Separate Development Parcels in the Commercial Portion; (ii) a -4- 08/15/88 FINAL i 1 ' "C onceptual Flan" 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 i Separate Development Parcels; (vi) approval of the "change of use" of the existing mobilehome park on the Developer Parcel (including without limitation the removal of the "M-H Overlay Zone" therefrom, the approval of the Impact of Conversion Report, and the approval of a Relocation Assistance Plan) ; (vii) as to the Separate Development Parcel (s) on which an identified wetlands is located ap proval of wetlands f mitigation in accordance with the Coastal Element of the F City's General Plan and the Downtown Specific Plan; (viii) final building plan/permit approval for the Developer Improvements on a Separate Development Parcel and approval of tthe plans and specifications or construction drawings for any public improvements to be constructed by the Developer within 4 jpublic rights-of-way; and (ix) an encroachment permit or permits for work to be undertaken by the Developer in public ' ' rights-of-way. As of the Effective Date of this Agreement, the following Approvals will have been issued: (i) approval of the Master Site Plan for the commercial Portion (which 1 a -5- 08/15/88 FINAL . E 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 w. Developer Parcel (including Without limitation the removal of a the "M-H Overlay Zone" therefrom . [ZC No. 87-7] and approval f of the Impact of Conversion Report and Relocation Assistance Plan therefor) ; (fii) 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 seg. , (CEQA) ) is concern- ed, the Project is a part of the area included within the Downtown Specific Plan which was adopted by the City Council on July 18, 1983 . Environmental Impact Report 82-2 prepared for the Downtown Specific Plan considered generally the impacts of the land uses proposed by the Project. In addition, the City, as lead agency for the Project, prepared _8_ 08/15/88 FINAL L' 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 f 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- i elusion of the hearing, and after considering the evidence and argument submitted by the City staff, the Developer, and all interested parties, adopted its Resolution Va. 1400 recommending that the City Council approve this Agreement. J. On August 15, 1988, the City Council held a duly- noticed public hearing regarding this Agreement, and considered the recommendation of the Planning Commission and the evidence and argument submitted by the City staff, the Developer, and all interested parties. K. Development of the Project on the Site in ' accordance with this Agreement and the Approvals is in accordance with the policies and goals set forth in the City's General Plan and Downtown Specific Plan. -7- 08/15/88 FINAL 2 t L. For the reasons recited herein, the parties hereto r have determined that the Project is a development for which a Development Agreement is appropriate. This Agreement will eliminate uncertainty in planning for and secure the orderly development of the Project, assure progressive installation of necessary public improvements, provide for public services appropriate to each stage of development of the Project, ensure attainment of the maximum effective utilization of resources within the City, generate substantial revenues needed by the City and Agency to maintain and expand vital public services for the benefit of all citizens of the City, and otherwise achieve the important public goals and purposes for which the Development Agreement Statute was enacted. In �./ exchange for these benefits to the City, the City has deter- mined that it is appropriate that the Developer receive the assurance that it may proceed with the Project in accordance with the terns and conditions of this Agreement and the City's existing ordinances, resolutions, regulations, rules, and official policies as of the Effective Date of this Agreement. r -8- 08/15/88 FINAL 2 C O V E N A N T S: Section 1. Development of the Site. A. General: Developer's Right to Develop; j City's Right to Regulate Development. Developer - shall have j 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 I official policies in force as of the Effective Date of this Agreement. f B. Permitted Development On and Uses of the Site; Permits and Approvals Required. The City shall permit the Project to be developed on the Site in accordance with the terms and conditions set forth in this Agreement (including, without limitation, Section 1.0 and 1. 1 below) and the f Approvals referenced in Recital G above. The permitted uses f 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 I location and design of public improvements, the uses to be I !� permitted on the Separate Development Parcels, and all other terms and conditions of development applicable to the Site shall be those set forth in this Agreement, the Master Site 08/15/88 FINAL . I Plan for the Commercial Portion of the Site, the conditional use permit, coastal development permit, and tentative tract map to be approved for the , Phase 1 hotel prior to or Y concurrently with the Effective Date of this Agreement, the approved "change of use" of the existing mobilehome park on E the Developer Parcel (including without limitation the approved Impact of Conversion Report and Relocation Assistance Plan) , all of the other terms and conditions of this Agreement (including without limitation, and to the extent not superseded' by the specific provisions hereof, all f applicable City ordinances, regulations, rules, and official policies in force as of the Effective Date of this Agreement) , and the development plans and permits to be �1 secured by .the Developer after the Effective Date of this Agreement, as referenced in Recital G above. Notwithstanding the foregoing, the City recognizes that Developer may request approval of plans or permits which differ from the Approvals previously granted and the specific provisions of the Scope of Development (Section 1. D below) based upon refinements in planning or changes in market or financial feasibility between the Effective Date of this Agreement and the time of actual development, provided that such plans shall in all events be consistent with the Downtown Specific Plan and other General Plan and zoning requirements applicable to the site as of the Effective Date of this Agreement. The City -10- 08/15/88 FINAL Z ' agrees to act reasonably in reviewing an such proposed 9 Y 9 Y P P Ichange(s) based upon legitimate land use planning concerns. i In the event of any inconsistency between the approved plans . ti and this Agreement, .the approved plans shall govern. .. . With specific regard to the Residential Portion of } the Site, the Developer and City each recognize that the Developer is required to obtain Planning Commission approval of a Conceptual Site Plan for the Residential Portion prior to approval of any conditional use permit for - residential development, - in accordance with Section 4 . 10.02 of the Downtown Specific Plan. The Developer and City hereby agree that the portion of the Technical Site Plan, Project Description, and Site Statistics attached hereto as Exhibit "C" applicable to . the Residential Portion of the Site is provided by the Developer for informational purposes only to allow the City to analyze the nature of the planned development of the Residential Portion. The City agrees to cooperate with the Developer in- issuing encroachment permits reasonably required by the f Developer for any construction to be undertaken by the Developer in City rights-of-way. C. City Review of Developer's Plans and Related Documents. The City agrees to promptly commence and dili- gently proceed to complete the review of all of Developer's applications for development and building permits and { . V 08/15/88 FIPrAL z approvals. The City's evaluation of such matters shall be conducted in accordance with City ordinances, regulations, rules, and official policies in force as of the Effective Date of this Agreement. During the preparation of all drawings, plans, and related. documents, staff- of ,the City and Developer shall hold regular progress meetings as needed to coordinate the preparation and review of such items. The staff of the City and Developer shall communicate and consult informally as frequently as is necessary to ensure that the formal submittal of any documents to the City can receive prompt and speedy attention. Upon the Developer's request and payment of all City costs therefor, . the City may retain a contract plan checker or checkers to enable the City to expedite the processing and review of final building plans and construction drawings. No plan, permit, or approval required for the development of the Project shall be revoked or subsequently disapproved once issued - by the City provided that the development is consistent with the plan, permit, or approval. Any disapproval by the City shall state in writing the reasons for disapproval. If Developer desires to make any substantial change in any of the plans after their approval' by the City, Developer shall submit the proposed change to the City for approval. The processing, review, and approval of any such -12- ' 08/1.5/88 FINAL 1 revised submittal shall be subject to the same provisions as Iare set forth above for the initial submittal. D. Scope of Development. The Project. shall be planned, designed, and constructed ' in accordance with this Section 1.D. ` (1) Architectural ' and Design. The Commercial Portion and the Residential Portion of the Site shall be designed and developed as integrated complexes in which the buildings will have architectural excellence, both individually, as well as in the context of the total commercial complex and residential complex, respectively. The f architecture and design of each phase of the Project shall be subject to the City's normal Design Review Board approval process. i 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 i adjacent improvements existing or planned within E • 4 08/15/88 FINAL the Redevelopment Project Area. The Developer's plans, drawings, and proposals subnitted to the I Agency for approval shall describe in reasonable ' s detail the architectural character intended for the Developer Improvements. The open spaces between buildings where they I 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 I Area. (2) Developer's Responsibilities. a. Develo er Im rovements. Subject to ' ��► all of the other provisions of this Agreement, the Developer agrees to develop and construct, or cause the development and construction of the improvements (herein the "Developer Improvements") defined below, or such additional size, intensity, and character of improvements as may be permitted 1 and approved under applicable land use regulations of the City and Agency. The Site will be developed in six (6) commercial phases and three (3) residential phases. The boundaries between and among the phases of development shall be generally consistent with the -14- 08/15/88 FINAL phasing plan included in Exhibit "C. " It is understood that phases may be developed I concurrently, subject to the limitations set forth in Section 1.F. of 'this Agreement. The six (6) commercial phases and the three (3) residential phases. are described in Exhibit "C" and are ' described generally below. ' (1) Commercial Portion. The . Developer Improvements on the Commercial , Portion of the Site shall include: (a) Phase 1 ; Se arate Develop- ment Parcel No. 1: A maximum 300-room first- . ' class hotel on an approximately 3 . 6 acre } parcel . # (b) Phase 2; Separate Develop- ; 1 ment Parcel No. 2 : A recreation/tennis/health and fitness facility, including a swimming pool, exercise/weight training room, sauna, and spa on an approximately 3 . 5 acre parcel. (c) Phase 3 ; Separate Develop- ment Parcel No. 3 : A first-class hotel with conference facilities, with a maximum of 500 rooms, located on an approximately 2 .9 acre parcel . ! -15-- ! 08/15/88 FINAL Z r , 1 (d) Phase 4 ; Separate Develop- ment Parcel No. 4 : An all-suite hotel with a maximum of 250 rooms, located on an approximately 1.2 acre parcel. (e) Phase 5; Separate Develop- �.'`• ment Parcel No. 5: A specialty retail center on an approximately 3.8 acre parcel,' with approximately 75,000 square feet of { improvements. (f) Phase 6; Separate DevelO - ment Parcel Ho. 6 : A luxury hotel with a i maximum of 400 rooms, located on an approximately 5 acre parcel. (2) Residential Portion. The Developer Improvements on the Residential Portion of the Site shall be phased in general conformity with the "Conceptual Residential Phasing Exhibit" attached hereto as Exhibit "D" and shall include: (a) Phase 1; Separate Develop- ment Parcel No. 7 : Approximately one-half (1/2) of the residential units to be I constructed on the Residential Portion (438, based upon the Maximum development of 675 residential units contemplated in the Supplement to EIR .82-2) . -16- 08/15/88 FINAL Oz i (b) Phase _2 ;_ Separate Develop- ment Parcel No. 8 : Approximately one-fourth (1/4) of the residential units to be constructed on the Residential Portion (219, f f based upon the maximum development of 875 1 residential units contemplated in the ' - Supplement to EIR 82-2) . (c) Phase 3 ; Separate Develop-- meet Parcel No. 9: Approximately one-fourth (1/4) of the residential units to be constructed on the Residential Portion (218, based upon the maximum development of 875 residential units contemplated in the Supplement to EIR 82-2) . i (3) Parkinq and Reciprocal Parking Agreements. The Developer shall provide all off- street parking required pursuant to the applicable provisions of the Huntington Beach Ordinance Code (the "Code") , including any permitted modifications, per the approved plans. The City has agreed that the parking for the Phase 1 hotel (including guest rooms, lounges, meeting rooms, ball rooms, and guest-serving retail uses) shall be determined on the basis of the City's parking requirement for hotels of 1. 1 parking spaces per ? -17- 08/15/88 FINAL Z 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 snared parking for the benefit of the Phase 1 hotel. Parking for the other hotels planned for the Commercial Portion (Phases 3, 4 , and 6) may be handled in the same manner. Parking IN1,1 deficiencies nay not be cured by providing additional parking along the beach side of Pacific Coast Highway. (4) Miscellaneous Site Imnrove-- ments. The Developer shall provide all landscaping, open areas, driveways, and other incidental on-Site improvements required for each Separate Development Parcel as development occurs, in accordance with the approved plans. (5) Walnut Avenue Extension and the "Spur" Street. Walnut Avenue shall be extended through the Site consistent with the Precise Plan -18- 08/15/88 FINAL of Alignment for Walnut Avenue previously approved by the City. The north-south connector street . t between commercial Phases 3 and 4 (the - "spur" street) shall extend across a portion of the Site, '. 1 from Pacific Coast Highway to Walnut Avenue,.. . between the Phase 3 commercial -development:'.." j (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. j Walnut Avenue and the spur street shall each consist of approximately 80 feet of i pavement, including the landscaped Median strip, within 90 feet of right-of-way and shall include • 5 (i) traffic signalization at the intersections of i { Huntington/Walnut, Walnut/"spur" street, Walnut/ Beach, and "spur" street/PCH, (ii) median landscaping and perimeter landscaping designed to fenhance the quality and aesthetic character of the Developer's development on the Site, and (iii) all i i of the curbs, gutters, sidewalks, street lights, bus benches, storm drains, utilities, parkway landscaping, and other required improvements in the Istreet right-of-way. _1 -19- 08/15/88 FINAL20 l k The extension of Walnut Avenue shall *..�� be phased as follows: (i) the first phase shall be the stub-in from Huntington Street to the area adjacent to the rear of the Phase 1 hotel (Separate Development Parcel No. : 1) , and shall he accomplished prior ' to ' completion of the Phase .1 hotel; and (ii) the balance of the construction shall be accomplished by the completion of the Phase 3 commercial development (Separate Development Parcel No. 3) . (6) Miscellaneous Public Irprove-- ments. The Developer shall be responsible for the following limited and specific off-site public improvements and site work: (a) A pedestrian overcrossing of Pacific Coast Highway in the general location of the Phase 3 commercial development (Separate Development Parcel No. 3) , if incorporated into the approved plans (and Cal Trans provides its approval) . Said overcros- sing shall be in conformity with the City's existing Downtown Design Guidelines and CalTrans tr.inimum design standards as described in Section 7-105 of the State of California -20- • 08/15/88 FINAL Highway Design Manual (using pedestrian-only design standards) . (b) At the Developer's option' (and assuming all necessary governmental approvals are obtained) , an additional • pedestrian overcrossing of Pacific Coast i •' `., : Highway in the general location of the Phase 5 commercial development (Separate Development Parcel No. 5) , with said overcrossing to .be { consistent with the overcrossing referenced in 2 i subparagraph (a) and in conformity with the 1 engineering and design standards referenced I A ' therein. (c) The following additional public improvements: (i) any street widening required around the perimeter of the Site; E (ii) curbs, gutters, sidewalks, street lights, ' street furniture, and landscaping within public rights--of-way on the Site; (iii) signalization improvements or modifications at the intersections of Beach/PCH and PCH/ Huntington Street; (iv) extension of the City domestic water line from its existing terminus at Olive and Third Streets to the Site; and i (v) extension of all other utilities required i � O -21- . 08/15/88 FINAL for development of the Project front their existing locations at the perimeter . of the Site across the public rights-of-way on or ! adjacent to the Site and each Separate 'Development Parcel thereof. (d) In . connection with''.-'the preparation of each Separate Development Parcel for construction of the Developer Improvements, the Developer shall reabandon any existing abandoned oil wells on such parcel to the then-current standards of the California Division of oil and Gas. (e) After the Developer satisfactorily completes each of the public improvements required to be constructed in accordance with this .-Agreement, such improvements shall be accepted by the City or Agency. The City shall maintain such improvements at no expense to the Developer, and the Developer shall have no responsibility therefor, except that the Developer shall maintain at its sole expense the sidewalk and landscaping behind the curb. b. Setbacks. Minimum building and parking setbacks shall be in accordance with the 3 -22- . 08/15/88 FINAL . e 4 Y 1 - E applicable existing provisions of the Huntington f Beach Ordinance Code. C. Building Construction. Buildings shall be constructed in accordance with the applicable existing .provisions.. of the.'--Huntington Beach Ordinance Code -and the approved final building plans. j d. Signs. Signs shall be in accordance with the applicable 'existing provisions of the Huntington Beach Ordinance Code and, more specifically, the Downtown Specific Plan and design criteria. No signs shall be erected on the f exterior of the improvements unless such signs and E signing have been submitted to and approved by the Planning -Commission. Developer shall submit for approval by the Planning Commission and shall implement a Planned Signage Program with respect to all signage on the Site prior to the installation of any signs. e. Screening. All outdoor storage of materials or equipment shall be enclosed or screened by walls, landscaping, or enclosure to the extent and in the manner reasonably required by the City/Agency staff and applicable existing provisions of the Huntington Beach Ordinance Code. •1 1Y 7 -23- 08/15/88 FINAL Z 3 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 Jandscape 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 l.G below to the private improvements to be located on each applicable Separate Development Parcel, All utilities on the Site shall be located underground. .I , 3 -24- 08/15/88 FIVAL h. Vehicular Access. The number and location of vehicular driveways and curb breaks shall be in accordance with the approved plans. E. Permitted Uses. (1) General. After_ -completion of construe- , . . 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. i (2) Alcoholic Beverage Sales and Consumption. The hotels to be developed in the Commercial. Portion of the Site (including the restaurants, lounges, and similar t , 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") . 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 Fuses shall be permitted subject to the City's reasonable i review of location, type of use, and other similar land-use -25- r 08/15/88 FINAL i considerations and economic factors to assure a continued high-quality Project that is compatible with neighboring residential and commercial uses. E (3) Dancing and Live Entertainment. The hotels to be developed in the Commercial Portion of the Site "(including the restaurants, lounges, and similar accessory uses located within such hotels) shall be permitted to provide live entertainment and dancing in accordance with the City's ordinances, regulations, rules, and official policies in force as of the Effective Date of this - Agreement. The City recognizes that restaurants and other commercial uses , located elsewhere within the Commercial Portion of the Site may require permission for live entertainment and/or dancing as well, and the City agrees that such uses shall be permitted subject to the City's reasonable review of location, type of use, and other similar factors to assure a continued high-quality Project that is compatible with neighboring residential and commercial uses. F. Phasing of Developnent. 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 phasing of the development of the Separate Development Parcels within the Site shall be consistent with the following requirements and limitations: koi •3� -zs- 08/15/88 FINAL 1 (i) Within the Commercial Portion of the ., � Site, the order of development shall be as follows: Phase 1, Phase 2, Phase 3; Phase 4, Phase 5; and Phase 6 (Separate . Development Parcel Nos. 1-6) (as • such' r 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. i' 7-9) (as such phases are described in f Section 1.D above) . The commencement of construction of the ' Phase 1 residential development (Separate Development Parcel No. 7) shall occur no earlier than the demolition of the Huntington Beach Inn and the commencement of construction of the Phase 3 commercial development (Separate Development Parcel No. 3) . (iv) The commencement of construction of the ' Phase 2 residential development (Separate I' Development Parcel No. 8) shall occur no earlier than the commencement of -27- 08/15/88 FINAL construction of the Phase 4 commercial development (Separate Development Parcel. No. 4) . •S (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 I.D above. The timing and phasing of development shall be further restricted as set forth in the DDA. During the term of this Agreement, no moratorium or other ordinance, regulation, rule, or official policy limiting or conditioning the rate, timing, or sequencing of development of the Site (including without limitation any ordinance, regulation, rule, or official policy which purports to limit or 'condition the rate, timing, or sequencing of development used upon levels of service on roadways, roadway capacities, capacities of drainage facilities, capacity` b-f sewer facilities, provision of emergency service, or similar matters) shall apply to the Site. i i C -28 031 - 08/15/88 FINAL D G. Utilities. The City represents that, with the + exception of the domestic water line referenced below, all utilities (including sanitary sewer, gas, electrical, storm drainage, telephone, and cable TV) are available at the . perimeter of ' the Site and that the capacities of.. such utilities are and shall remain at all times sufficient to ! adequately service the construction, operation, and maintenance of the improvements contemplated for the Site, provided that the Project is developed in accordance with the phasing schedule set forth in Section 1. F and Exhibit "C. ° The Developer agrees to extend the City domestic water line from its existing terminus at Olive and Third Streets to the Site. In general, the line shall be' extended to Walnut Avenue and thence along Walnut Avenue (including the planned extension thereof east of Huntington Street) to the Site, with the precise alignment as determined by the City. Within sixty (50) days after the Effective Date of this Agreement, the City shall establish a precise alignment for the water line and provide the Developer with all engineering requirements and specifications for the water line and all information available to the City regarding the physical conditions along the proposed alignment that are pertinent to construction. The Developer shall prepare plans and specifications for the water line and submit the same to the City for approval no later than the date on which the q -29- -J 08/15/88 , FINAL Z Developer submits its final building plans for the Phase 1 hotel, provided that the City understands that the Developer at its option may submit the utility plans - and commence construction of the water line in advance of the submittal of plans and commencement of construction of the Phase 1 hotel. The City shall review and approve the plans and specifications for the water line in the same manner as set forth in Section 1.0 above for the review of final building plans and construction drawings. H. Cost of Development. The Developer shall be responsible for all costs of developing the Project, excepting only those costs which have been expressly assumed by the City under this Agreement or by the Agency under the DDA. I . Applicable Ordinances, Regulations, Rules, and Official Policies. The City's ordinances, regulations, rules, and official policies governing permitted uses of the Site, and the development, density, intensity of use, design, improvement, construction and building standards, occupancy, levels of service of traffic improvements and traffic mitigation requirements, police, fire, and paramedic protection, drainage protection and flood control, park standards, restrictions (if any) on the timing, sequence, and phasing of development, and all other City land use requirements applicable to the Site and the Project shall be A j -30- 08/15/88 FINAL Z . A those ordinances, regulations, rules, and official policies in force as of the Effective Date of this Agreement. Any amendment to said ordinances, regulations, rules, or official !' . . policies after the Effective Date of this Agreement shall not be. applicable to the Site or the Project without Developer s prior .written consent. '= This Section shall not preclude the application 'to' the Site or the Project of changes in City laws, ordinances, regulations, rules, or policies, the terms of which 'are reasonably required for public health or safety reasons or changes which are specifically mandated and required by changes in state or federal laws or regulations, as provided ' for in Government Code Section 65869. 5. , This Section shall not be construed to limit the authority of the City to require Developer to pay the r f applicable processing and development fees and charges for land use approvals, building permits and other similar permits and entitlements which are in force and effect on a uniform city-wide . basis at the time such fees are due, subject only to the following: (i) The Developer shall not be responsible for paying any new or increased fee or charge to provide or contribute to improvenents or services not required to be provided or contributed to by the ao I -31- 1 I 08/15/88 FINAL ` Developer under the City's ordinances, regulations, rules, and official policies in force as of the Effective Date of this Agreement; and The .amount of any increased -fee or charge after the Effective Date'` of - 'this Agreement shall not exceed the increase in the reasonable cost of providing the improvement or service for which the fee or charge is imposed. J. Other Governmental A enc Permits. The City agrees to assist the Developer and Agency, at no cost or expense to the City (other than overhead and employee staff time) , in securing, any and all permits (but not the payment of fees) which may be required by any other governmental agency affected by such construction, development, or work, including without limitation (i) encroachment permit(s) from the California Department of Transportation for any work within the right-of-way along the Beach Boulevard and Pacific Coast Highway frontages of the Site (such as curb cuts and the pedestrian overpass (es) ) ; (ii) approval from the California Department of Fish and Game and United States Fish and Wildlife Service for the wetlands mitigation required for a any identified wetlands on the Beach Boulevard Remnant I -32- ! 08/15/88 FINAL i Parcel; and (iii) approval of any coastal development permit(s) required from the California Coastal Commission. i K. Transient Occupancy Tax Ordinances. Prior to the . Effective Date of this Agreement, the City and Agency have each adopted ordinances under California Revenue and Taxation Code Section 7280. 5 which ordinances in effect transfer from the City to the Agency the authority to levy and/or collect a sufficient ' amount of transient occupancy taxes generated from the hotels on the Site to enable the Agency to timely satisfy its payment obligations to the Developer in accordance 'with the DDA. Said ordinances provide that, in the event that the Agency fails at any time to make payments to the Developer in the full amounts required to be paid in accordance with the DDA, and such failure continues for a period of thirty (30) days after written notice from Developer, such ordinances shall automatically become operative. The City agrees to take all actions necessary and appropriate to implement such ordinances in order to accomplish the parties' mutual objective of enabling the Agency to timely meet its financial obligations under the DDA. Until the Developer has been paid or reimbursed all amounts due from the Agency under the DDA or, as to the' ( payments to be made under Paragraph a only of Attachment No. 5 to the DDA, any unpaid balance is forgiven and discharged as provided therein) , the City shall not . s L 08/15/88 FINAL repeal, nodify, or amend the City ordinance on this subject " in a manner that jeopardizes or impairs the Developer's right to receive payments in the amounts, at the times, and subject to the conditions set forth in the DDA. Section 2 . Annual Review of Develo er's Com liance With Agreement; Default; Remedies; Termination. A. Annual Review. In accordance with Government Code Section 65865. 1, the City shall periodically review whether Developer is proceeding in good faith to comply with this Agreement. Reviews shall be conducted annually, with the first such review to occur within twelve (12) months after the Effective Date and the last such review to occur no later than the final expiration date referenced in clauses f (i) , (ii) , and (iii) of Section 3 .E below. The City shall begin the review proceeding by giving notice to Developer that the city intends to undertake a periodic review of the Agreement. The notice shall be delivered to Developer at least thirty (30) days in advance of the time at which the matter will be considered by the Planning Commission. The Planning Commission shall conduct a public hearing and shall determine on the basis of the evidence presented at the hearing whether or not Developer has, for the period under review, complied with the terms and conditions of the Agreement. At the conclusion of the public -34- Al 08/15/88 FINAL r 1 hearing, the Planning Commission shall either find that Developer has complied with the Agreement or, if it finds to the contrary, make its recommendation in' writing to the City i Council regarding the appropriate action, if any, to be taken. The City Council shall consider the recommendation of the Planning Commission and, if the City Council determines on the basis of the evidence that the Developer has not complied with the terms and conditions of this Agreement, the E 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. t Failure of the City to timely conduct a periodic review pursuant to this Section 2 .A shall not in any manner invalidate this Agreement, nor shall any such failure in any way diminish, impede, or abrogate the rights and privileges i of the Developer hereunder or the obligations of the City hereunder or the obligations of the Agency under the DDA. B. Defaults--General . Subject to extensions of time by mutual consent in writing or as set forth in Section 2 .0 below, failure or delay by either party to perform any term or provision of this Agreement shall constitute a a -35- 08/15/88 FINAL default under this Agreement. In the event of an alleged default or breach of any terms or conditions of this Agreement, the party alleging such default or breach shall give the other party not less than thirty • (30) days notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured. During any such 30-day period, the party charged shall not be considered in default. If the nature of the default in question is such that it cannot reasonably be cured within such 30-day period, the commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure within such period. 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 o; City Council Resolution. No. 5390. Evidence of default may also arise in the course of a regularly scheduled periodic review of this Agreement pursuant to Government Code Section 65865. 1, as described in Section 2 .A above. If City determines that Developer is in default following the completion of the normally scheduled -3 6- 08/15/88 FINAL 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 E the alleged default and the manner in which said default may r be satisfactorily cured. During any such 30-day period Developer •shall not be considered. in default. If the nature of the default in question is such that it cannot reasonably be cured within such 30-day period, the commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure within such i period. If the default is not so cured, the City, at its option, may institute legal proceedings pursuant to this Agreement and/or give notice of intent to terminate this ! Agreement, as provided in the preceding paragraph above. i C. Enforced Delay; Extension - of Times of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall 'be extended, where delays or defaults are due to any causes beyond • the reasonable { control and without the fault of the party claiming an s extension of time to perform. An extension of time for any such- cause shall be for the period of the enforced delay only and shall commence to run from the commencement of the cause, and shall commence upon notice by the party claiming such a -37- 08/15/88 FINAL Z I• _ extension, which shall be delivered within thirty (30) days after commencement of the cause. D. Legal Actions. In addition to any other rights or remedies and subject to the restrictions in Paragraph A above, either party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate municipal court in that county, or in the Federal Court in the Central District of California. Notwithstanding the foregoing, the City and Developer agree that, subject to the provisions of Paragraphs f B and C above, the city's sole and exclusive remedy for a default by the Developer in failing to timely close a Disposition Transfer as to a Separate Development Parcel shall be to terminate this Agreement with respect to such portions of the Site as to which the DDA is terminated in accordance with the provisions of the DDA; provided, that a termination of this Agreement shall not limit or restrict the Agency's remedies for default under the DDA. E. Applicable Law and Attorney's Fees. This Agreement shall be construed in accordance with the laws of .the State of California. Should legal action be brought by either party for breach of this Agreement or to enforce any -38- 08/15/88 FINAL i provision, the prevailing party in such action shall be entitled to reasonable attorney's fees, court costs, and such other costs as may be fixed by the court. F. Inaction Not a Waiver of Default. Any failure or delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver • of any default or of• any such rights or remedies, or deprive ` such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. • G. No Cross-Defaults. Subsequent to either a Disposition Transfer of - a particular Separate Development Parcel or an assignment by Developer of its interest in such Separate Development Parcel to an assignee permitted under i the DDA and Section 3 .A below, no default by the Developer or a permitted assignee as to any other portion of the Site shall be deemed a default by the Developer or a permitted assignee with respect to said Separate Development Parcel and no default by the Developer or a permitted assignee with respect to said Separate Development Parcel shall be deemed a default hereunder as to any other portion of the Site; provided, that nothing in this Section 2 .G shall be interpreted to entitle the • Developer to proceed with any phase of development prior to or in violation of the phasing schedule set forth in Section 1. F above. E -39- 08/15/88 FINAL I Section 3 . General Provisions. A. Assignment. Developer shall have the right to assign its rights and obligations under this Agreement, the Site, the Developer Parcel, or Separate Development Parcels only to a person or persons or entity or entities to which Developer is permitted to assign and has assigned the DDA, the Site, the Developer Parcel, or a Separate Development Parcel or Parcels, as applicable, as provided in the DDA. As used herein, the term "Developer" includes Robert L. Mayer, as Trustee of the Robert L. Mayer Trust of 1982 , dated June 22 , 1982 , as amended, and any permitted assignee of or successor to any of its rights, powers, and responsibilities hereunder. B. No Joint Venture or Partnershi . City and Developer mutually ,deny any intention to form a joint venture or partnership, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making City and Developer 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 shall bind and inure to all successors in interest to the parties hereto. Not by way of limitation of the foregoing, upon the termination of this Agreement with respect to any -40- 2 08/15/88 FINAL portion of the Site that is not the subject of a Disposition ' Transfer to Developer, the Agency shall succeed to any and i all rights of Developer hereunder. Within ten (10) days after the Effective Date of this Agreement, the City shall cause a copy of the Agreement to be recorded against the Site, in accordance with Government Code Section 65868 .5. D. Amendment of Agreement. This Agreement may be amended from time to time by mutual consent of the City and Developer in accordance with the provisions of Government Code Sections 65867 and 65868 and pursuant to the procedures • set forth in City Council Resolution No. 5390. E. Term. The term of this Agreement shall commence upon the Effective Date and shall expire upon the earliest of the following dates: {i) As to each Separate Development Parcel within the Site which is the subject of a Disposition Transfer to Developer, the date on which the Agency issues its Certificate of Completion for the Developer Improvements to be constructed on and with respect to said parcel ; or As to any portion of the Site that is not the subject of a Disposition Transfer to Developer (and except as provided in Section 111.0 above) , the earlier of (a) the termination of 'V -41- 08/15/88 FINAL i t - the DDA with respect to such portion of the i Site, or (b) December 31, 2010; or (iii) Such earlier date that this Agreement ray 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: (iv) With respect to Section 1.E ("Uses") , until /j December 31, 2087 . (v) With respect to Section 1. L ("Transient Occupancy Ordinances") , until the Developer has been paid or reimbursed all amounts due from the Agency under the DDA. Upon the expiration or termination of this Agree- ment for any reason as to the Site or any portion thereof, the City and Developer agree to cooperate and execute any document reasonably requested by the other party to remove this Agreement of record as to the Site or applicable portion thereof. It is understood that a termination of this Agreement shall not constitute a termination of the DDA, the r t r -42- 08/15/88 FINAL r I `• Existing Lease, or any other agreement to which Developer and City or Developer and Agency may be parties; the termination of such other agreements being governed by the provisions of those agreements themselves. F. Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by any third party challenging the validity or enforceability of any provision of this Agreement, or any of the City's Approvals for the Project (including but not limited to approval of the "change of use" of the existing mobilehome park on the Developer Parcel, relocation of the tenants therefrom, and the Relocation Assistance Plan) , or the Mobilehome Acquisition and Relocation Agreement dated September 19, 1988, by and among the Agency, Developer, the Driftwood Beach Club Mobile Homeowner's Association, Inc. , and individual mobilehome owners or tenants, or any other action by either party in performing hereunder or under the aforementioned Relocation Assistance Plan or Mobilehome Acquisition and Relocation Agreement, as the same may be amended from time to time, the parties hereby agree to cooperate in defending said action as set forth in this Section 2 .F. The City shall have the right, but not the obli- gation, to defend any such action; provided, that without the Developer's prior written consent, which consent shall not be i unreasonably withheld, City shall not allow any default or i 1 --43- +�� 08/15/88 FINAL judgment to be taken against it and shall not enter into any settlement or compromise of any claim which has the effect, directly or indirectly, of prohibiting, preventing, delaying, or further conditioning or impairing the Developer's develop- ment, use, or maintenance of any portion of the Site or impairing any of the Developer's rights hereunder or under the DDA. In addition, City shall provide reasonable assistance to Developer in defending any such action, such assistance to include (i) making available upon reasonable notice, and at no cost to Developer, city officials and employees who are or ray be witnesses in such action, and (ii) provision of other information within the custody or control of City that is relevant to the subject matter of the action. Developer shall have the obligation to defend any such action; provided, however, that this obligation to defend shall not be effective if and to the extent that Developer determines in its reasonable discretion that such action is meritorious or that the interests of the parties justify a compromise or a settlement of such action. In this regard, Developer's obligation and right to defend shall include the right to hire (subject to approval by the City) attorneys and experts necessary to defend, the right to process and settle reasonable claims, the right to enter into reasonable settlement agreements and pay amounts as required -44- z -3 08/15/88 FINAL f = by the terms of such settlement agreements, and the right to pay any judgments assessed against Developer, Agency, or i City. If Developer defends any such action, as set forth above, it shall indemnify and hold harmless Agency and City from and against any claims, losses, liabilities, or damages assessed or awarded against either of them by way of judgment, settlement, or stipulation, but not including any litigation expenses or attorney's fees incurred by either City or Agency in defending said action as set forth hereinabove or in the DDA. Notwithstanding any other provision of this Agreement to the contrary, all costs and expenses incurred by Developer in defending any litigation i arising out of the processing, approval, and/or implementa- tion of the "change of use of the existing mobilehome park on the Developer Parcel, the relocation of the occupants of i such mobilehome park, and payments to or for the benefit of such persons shall be reimbursable pursuant to the DDA. In the event any such litigation involves other claims or issues, the reimbursement due to the Developer shall be a fair proration based upon the percentage of time and expense F 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. F i G. Enforceability of Agreement. The City and I Developer agree that unless this agreement is amended or 1 l , f -45- V' 08/15/88 FINAL Oz r 1� i l s ' terminated pursuant to the provisions of this Agreement, this Agreement shall be enforceable by either party hereto notwithstanding any change hereafter in any applicable General Plan, Redevelopment Plan, Specific Plan, zoning ordinance, subdivision ordinance or any other land use ordinance or building ordinance, resolution, or regulation, rule, or policy adopted by City. H. Findings. I. City hereby finds and determines that execution of this Agreement is in the best interest of the public health, safety, and general welfare and the provisions of this Agreement are consistent with the City's General. Plan. Except as specifically provided in the DDA, 2 . / City further finds, based upon all information made available to the City prior to or concur- rently with the execution of this Agreement, that there are no city ordinances, regulations, rules, or official policies in force as of the Effective Date of this Agreement that would prohibit or prevent the full completion and occupancy of the Project described herein. I . Severability. If any term, provision, cove- pant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, i the remaining provisions of this Agreement shall continue in full force and effect, unless the rights and obligations of i -4 b- / 08/15/88 FINAL (nZ E the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. f J. Cooperation; Execution of Documents. Each party shall execute and deliver to the other all such other further instruments and documents as may be necessary to carry out this Agreement in order to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. K. Justifiable Reliance. City and Developer each i acknowledge that, in- investing its time, money, and expertise . for the development of the Project, it will be reasonably and justifiably relying upon the other party's covenants contain- ed in this Agreement, and those specifically articulated in the DDA. City further acknowledges that the Project is and shall be considered a single integrated development project, and that the Developer's development of each component of the Project is dependent upon its right to complete and occupy each other component, and that the economic viability of each component of the Project is and shall be dependent upon the Developer's right to complete and occupy each other component and upon the City's full performance of its obligations under this Development Agreement. L. Notices. Any notice or communication hereunder between City or Developer shall be in writing, and may be given either personally or by registered or certified mail, 08/15/88 FINAL 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 whoa notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. Any party hereto may at any time, by giving ten (10) days written notice to the other party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the parties at their addresses pet forth below: If to City: City Administrator City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Copy to: City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 �j -48- 03/15/88 FINAL If to Developer: Robert L. Mayer, as Trustee of the Robert L. Mayer Trust of 1982 c/o The Robert Mayer Corporation 660 Newport Center Drive, Suite 1050 Newport Beach, CA 92660 � copy to: Jeffrey M. Oderman, Esq. Rutan & Tucker _ 611 Anton, Suite 1400 Costa Mesa, CA 92626 M. Entire Agreement; Waivers. This Agreement is executed in two duplicate originals, each of which is deemed to be an original . -This Agreement consists of fifty-one (51) pages and five (5) exhibits which constitute the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof, excepting only the DDA, the Existing Lease, the new and revised Leases to be entered into with respect to Separate Development Parcels in r the Commercial Portion, and any other agreements referenced herein. All waivers of the provisions of this Agreement shall be in writing and signed by the appropriate authorities of the City and Developer, and all amendments hereto must be -49-- 08/15/88 FINAL in writing and signed by the appropriate authorities of the �J 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 (SO) days after the City Council meeting at which such ordinance is adopted. ATTEST: CITY OF HUNTINGTON BEACH, a municipal corporation . By: By: v Its: City Clerk IV Its: lay THE OBERT L. MAYER TRUST OF 1982 Its: Trustee Approved as to Form: Ci.ty A ttor ey� 6/112/065580-0001/009 -50-- CZD i 08/15j88 FINAL i I 1 STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) I On this day of , 1988 , before me, the undersigned, a Notar blic in and for said State, person- ally appeared' personally known to me (or proved to me on the basis 6f satisfactory evidence) to be the person who executed the within instrument as Trustee of the Robert L. Mayer Trust of 1982, dated June 22, 1982 , as amended, the entity therein named, and acknowledged to me that he executed the within instrument. ' WITNESS my hand and official seal . i E 7Pubtk_Uq6ML3 [j74&XNovury No ary Public DRAW m. . an.8. 1990 STATE OF CALIFORNIA ) [ ss. ����w� COUNTY OF ORANGE ) rL j A On this a b_" day of 1988, before me, the undersigned, a 14otary Public in and or said State, person- ally appeared , personally known to me ejAd (or proved to on the basis of satisfactory evidence) to b C ' the person who executed the within instrument as the Mayor of the CITY OF HUNTINGTON BEACH, the public entity therein named, and' acknowledged to me that such entity executed the r within instrument. , 1 WITNESS my hand and official seal . E Notary Public S& OFFICIAL SEAL BETTE BARILLA Mary Public-CWhiarnia QRANGECOUNTY My gym.Fxp.Jan.8. 1990 i -51- 08/15/88 FINAL , < I j' + EXHIBIT "A" y O= �0'1z'�-�. CITY BEACH MAINTENANCE FACILITY i z�-at N 461 fC 2 .GC3 R .IZfjo.oj' L•���1' L 5t•�b. .YJ,� DEVELOPER PARCELus o 0 y 4 Ay d 06 �- W ca yh, zlr 9 . 0 " ryd�k'ZZ-'ri ' a hr'oh'}q`ri BEACH BOULEVARD REMNANT PARCEL i PREPARED BY: EXHIBIT "A" T C;tii EXHIBIT "B" LEGAL I7nSCR= PT'=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 RANCHO LOS BOLSAS, AS PER MAP FILED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: ' BEGINNING AT THE INTERSECTION OF A LINE THAT IS PARALLEL WITH AND 50.00 FEET WEST OF THE EAST LINE OF SAID SECTION 14 WITH THE NORTH - LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE SOUTH 0- 44 ' 22" EAST 1820.36 FEET ALONG SAID PARALLEL LINE TO THE NORTH LINE OF -THE LAND DESCRIBED IN BOOK 2351, PAGE 5 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 74. 34 ' 12" WEST ! 45.01 FEET ALONG SAID NORTH LINE TO THE NORTHEAST LINE OF THE LAND DESCRIBED AS PARCEL 2 IN BOOK 826, PAGE 379, SAID OFFICIAL i RECORDS; THENCE NORTH 53' 05 ' 49" WEST 172.33 FEET ALONG SAID - NORTHEAST LINE TO THE WEST LINE OF THE LAND DESCRIBED IN BOOK 261, PAGE 41 OF DEEDS, RECORDS OF SAID COUNTY; THENCE NORTH 0' 44' 22" WEST 12. 63 FEET ALONG SAID WEST LINE TO THE NORTHEASTERLY RIGHT OF WAY LINE OF- PACIFIC COAST HIGHWAY AS DESCRIBED IN BOOK 455, PAGE 400 OF SAID OFFICIAL RECORDS; THENCE NORTH 53' 05 ' 49" WEST 2242.93 FEET ALONG SAID NORTHEAST LINE TO THE EAST LINE OF THE € LAND DESCRIBED IN BOOK 13500, PAGE 1394 OF SAID OFFICIAL RECORDS; THENCE ALONG THE BOUNDARY OF SAID LAND THE FOLLOWING COURSES; SOUTH 3' 46' 53" EAST 5.78 FEET TO A POINT ON A NON-TANGENT 1250.00 FOOT RADIUS CURVE THAT IS CONCAVE SOUTHWESTERLY A RADIAL TO SAID POINT BEARS NORTH 32" 06' 11" EAST; NORTHWESTERLY 51.48 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 2. 21 ' 34" ; NORTH 60' 15 ' 23" WEST 71. 94 FEET; NORTHERLY 45.79 FEET ALONG A 27.00 FOOT RADIUS CURVE THAT IS CONCAVE EASTERLY THROUGH A CENTRAL ANGLE 4 - OF 97' 09 ' 34" ; NORTH 36- 54 ' 11" EAST 141. 92 FEET TO THE NORTHEAST LINE OF THE LAND DESCRIBED AS PARCEL 1 IN BOOK 8020, PAGE 73 OF SAID OFFICIAL RECORDS; THENCE NORTH 53' 05 ' 49" WEST e 17.00 FEET ALONG SAID NORTHEAST LINE TO SOUTHEAST RIGHT OF WAY LINE OF HUNTINGTON AVENUE 60.00 FEET IN WIDTH; THENCE NORTH 36' 54 ' 11" EAST 147.95 FEET ALONG SAID RIGHT OF WAY LINE TO AN 'ANGLE POINT THEREIN; THENCE NORTH 0' 42 ' 59" WEST 21 . 81 FEET ALONG SAID RIGHT OF WAY TO THE NORTH LINE OF SAID SOUTH HALF; THENCE NORTH 89' 42' 58" EAST 1905.70 FEET TO THE POINT OF BEGINNING. lHARRIS E. COUTCHIE, L. S. 3118 EXPIRATION DATE: JUNE 30, 1988 �7 LNHO SG HAr,,P.,s E CCIWTCN;E 2 ulk U. LG-0222 EXHIBIT "B" v'✓, NO. 3128 �q 13 4 . 1201 '�'j• Q } F'0F C A%-%V Approved 61221�8 C THENVATERFRONT.. to x H COMMERCIAL MASTER SITE PLAN Pursuant to Downtown Specific Plan Section 4.11 .02 C Approved 61221 Page 1 or12 r is a ��r1 .=-���•r�••+ J�� � ♦ �• ' L � �. �'r r� '.•ram/•, � S �1• ti A�' s - � !rt .� • Ow M A N =4 p A -A al4 Aril ~_ 1T� st qu ... Aa call 0di, . -: — L !. 77 ri • Rwim u m I'.IS, 1 peaac a Vwas! tO p°asc IV putt t' PSAAC Vr MAT Ca.&,WTtL ■1!W ,PA t`OMreSTeMCe�OTLL AWAVIT4:111L ASOOV1NC OLAAA Lft101 SOM Its his COYOTA PARSINC sTQICTIP09 N roved 6 21 88 ]-H E WATERFRONT, P ge 2 of 12 � - 16 Location: Phase Descriptions: The Waterfront is a mufti-planned mixed-use de- vclopmcnt eacompusing approximately 41 acres Phase 1: Flrtu-Clan Hotel Phase 3: Caakrewe Hotel Phase 3: Rees ll Saogpl.g Plata loca ted oo she inlaod side of Pacific Gout l lighway The first phase will consist of a first-class hotel of The third phase will consist of a conference hotel of The"h phase will consist of a retail shopping plaxa bctwcen Huntington Street and(each Boulevard in approximately 300 gout rooms oo an spprosi- a maximum of 500guest rooresoa an approximately are maximum of 75,W0sq.ft.tocsted oa an spprasi- the Cry of Huntington Beach. The projected is matety 3-58 acre site and will include: 19 acre site utd will iacludt: matcly 3.81 acre site and will include: located within the Maio-Pict Redevelopment Proj- 1 restaurant 3 rastauseats Restaurants eet Arcs of the City,and ceatains Downtown Specific I detiulessenhnack chop I enterulament lounge Specialry retail shopping facUities Plan District ir"and District 09. The two districts 1 entensinmcnt tourist 2 lobby lounges Outdoor plaza areas arc separated by the future extension of Walnut 1 lobby lounge am(crence,meeting and ballroomn facilities Avenue through the site. meeting and ballroom facilities clerical and wnference support services Both above-grade and subterranean parking fecili- arrental and travel assistance office car rental sad travel assistance office tics will ptoAdesigniftuntopporfuniiiafor rccipr The tubject of this Commercial Master Site Plan is gi(tlsundry shop gifth6odry shop and other related specialty re- cal parting agreements between the retail shoppin j District r9 surrounded byfluntington Street.Pacific fttncss/exerciseroom tail boutiques plaza and theothufacliticao(thicproject. Coast Ilighway,Beach Boulevard, and the future swimminj rock spa and outdoor plazi rJIhcz JexcrCisc room extension or Walnut Avenue. -( J"mming pook spa and outdoor plaza Pro jest Description' Phast 2: Ten Ws and Ilealth Center P4ase f: AM-Sul[*lintel Phil Sot. IAstosry If"d The second phase will consist ore tennis and health The fourth phase va consist of an all-suite hotel of rove sixth and final phase of the Commercial Master 0 center on an approximately 3.48 acre site and will approximately ISO guest roosts on as approsi- Site Plan will consist of a luxury hotel of a maximum The commercial portion of The Waterfront eneom- ituludt: axuety 1.22 crest site an4 will include; of IOOgvest roorrxsiocated oa as approximately 3.f}t Pastesapprosimtocly20.03netactesandwillconsisi[: of six phases consisting of four hotels one tennis and I restaurant use site and will include: d 9 tennis couru I lounge 2 restaurants t health center and one retail shopping plaza. The 25 meter lap pool and spa car rental and travel assistance office I entertainment lourxge phases will be developed in numerical order moving tennis practice alter with ball machine fitaesslexereise room I lobby lounge from well tocast along PacificCoasl lfighwsy begin- clubhouse and health center of a maxiroum or indoor pod v%ceting and ballroom facilities -j ning at liuntinttoo Street and ending at Beach 25.000 sq. ft. that will include locker room% car rental and travel assistance office Boulevard. Althoughh constructed in phases, it is tennis pro shophports clothiot Store, snack gifthundry shop and otherrelated"cialryretail intended thatThe Waterfront shall beeonsideredas shop+juicebar,event dub room witheocktailbar boutiques a single integrated development project. ovcrk*oking the tcnniscourts,andpersonalcare fitncWcIcrcise room As described and illustrated in greater detail herein, services such as massage, facials,talon,sauna rimming pool,spa and outdoor plow Walnut Avenue will be conttructed(tum lluntingtuo andhydstxherEry. Street to Beach loulevard and a linear park called The facility will be open to the public and a fee may %be"P.cifie Prorrtensde"along Pacific Coast l '0' be charged (or its use. The facility will be Con- way will provide a pedestriaa link bctwcee each strucicdover subterranean Packing and,except for phase.Additionally,two pedestrian avcrpasusover parking required for the public's use of the tennis Paofic Coast Highway will provide a direct link be- and health center, that parking will be subject to twccn the project and the beach. reciprocal parting sgrcemetxu for the use of the conference hotel and other facilities of the project. i v - e Approved 6/22188 - fJ Page 3of12 Additional Features: hfaumum Development: View Opportunities: Open Space: Fach hotel will contain the amenities and support The buildings shall conform tothe maximum cnve- As ittustrated is ehistsiuttssire plan,the high-rise Open space areas are indicated on the illustration services normally contained withm hotels Of the cate- "sofguestroomcounl•building square footages buildings are oriented perpendicular to Pacific entitled"Open Space"contained herein. Inorderlo gories described and as a normal feature of such (excluding parking),height,and bulk as indicated Coastlfighwayandwiddyseparatedtoallowsbun• create as much open spaccaspossibtetnoSt parking Lt hotels the restaurants,lounges and banquet open- oo the illustration entitled "Building danl view opportuni ties from theupperfloorsofthe the project will be placed in subterranean prates lions will serve alcoholic beverages for oa-site con. Sulk"contained herein. future residential development to the north(Resi. below finish trade. Asa result,the open space areas sumptioa and will provide live entertainment sad dcatial Muict fkb). Additionally, the public will indude those public, landscaped areas above dancing. plaza areas in the hotels,the tennis center and the subterranean parking gauges provided that those retail shopping plaza are located above the level of public areas do not exceed on elevation of one foot Pacific Coast Highway to provide unobstructed vertical for every three feet horizon IAI from thetopo ArcKlectural Design: Timinr of Development: views towards the sea. curb p[Patifie Coast highway. The wblerraneao , garages underneath these landscaped open space Alt pottions of the project shelf carry a lrlcditerra• Timing of development will be influenced by mar• areas shall not be considered as site covcrate.Seethe nean architectural sryle and shall conform to the let conditions but is estimated as follows: Vebicu Access:larA typical section at the Pacific Promenade Shown on architectural guidelines of the Downtown Specific - the previously referenced illustration. Plan. Each phase of the project Shallbe dcaigned so Please 1: Elrar[2a48 lintel All vehicular access will be taken from Walnut that the buildings will have architectural excellence Construction is planned to commence in the fill of Avenue,the connector strecr,Ituntin=ton Street In,lh individually as well as in the contest of a total and Reach Boulevard. No vehicular access will be integrated development. It is intended that each vertu dtxe eaten edfrom the Ifu tot 1990.Walnut taken from Pacific Coast Ifithway to avoid traffic Avenue to be extended from Iluntingsoa Street to nl building follow a consistent program of colors,de• eastern edge of the Phase I site. impacts on the highway and to provide uninter. �{ tails,exterior finishes and thernatieclements such as rupted pedestrian circulation atom the `Pacific X file roofs, arched windows and balconies oriented Abaft 2; Teams and lfcalth Center Promenade"linear park. r-i towards the sea so that each buildint is related to and W Completion in 1992. Phase 2 is planned to be sun• H an enhancemcniofeachoiher.Theopcn space areas strucled concurrently with phase 3. H shall be designed,landscaped and constructed with Pedestrians Circufation: the same degree of excellence and architectural rba"3: Conference floccl rj consistency. Completion in 1992. Extension of Walnut Avenue The project shall provide public pedestrian links and connector street to Pacific Coast Highway, between each phase via the"Pacific Promenade" linear part hooting Pacific Coast liithway and Signare: Pb■se 4: All-Suite hotel Reach lloulevard and a public Sidewalk on Walnut , Completion in 1994. Avenue and I funtintton Street. Additionally,two A cohesive signage program will be adopted for the pedestrian overpacscs over Pacific Coast Ifighway project that will control all signage at the site. J'he pbaae 5: Retail Sboppint Ptaxa will be provided that will provide a direct access signage will be designed to reflect the integrated Completion 1996, between the project and the beach. Lastly, two nature of all the phsscs or the project and to blend pedestrian paths through the project will link the aesthetically with the architecture of the project. phase Q wry Hold future residential development to the north(Resi- Completion 1998. dential District afg-b) with the pedestrian over. pusses osier Pacific Coast Highway.See the Alunre- tioa cntitled"Public improvements'% ;C Approved 6/2218q Page 4 of 12 Public Improvements: Areas Reserved for Public Use: Reciprocal Agreements: Public improvements sue u indicated on the Muslim- The areas reserved for public use are indicated on %ion entitled "public Improvements' contained the illustration entitled"ArcasReserved foe Public Public Access: herein and include: Use"coouined herein. Reciprocal public access casements will be provided The Paafic Promenade and surrounding public to allow public x=ss to each phase o(the project via Pacific Promenade: Pedestrian Overpasses: streets and sidewalks to the project shall remain the Pacific Promenade and from the beach via the open to tho public ■1 all limes. The pedestrian pedcstriaa ovcrpasses over Paeifte Coast Highway. The-PacificPromenadc'is a minimurn 50 foot wide Two pedestrian overpwcsovccPaciCuCoaslHigh• overpassesoverPacificCosstllighwayandthepe- tandscapcdlincat park along Pacific Coast Highway way will provide a direct oonneetion between the rlcatrisn paths bcrwecn the future residential and and 11cach Boulevard with lush landscaping and a project and the beach fit the mutual benefit of visa- the overpasses shall remain open to the public sub- Landscape Alaintentnee. meandering sidcwatk- This will provide a way 10 ton to the project,the residents of the future resi- ices to the operating hours olthe public beach.The physically and Thematically link each phase of The denlidlothenotth(Rt%identislDistbict/S-b)and Tennisandllcalth Center shall remain opentothe Reciprocal landscapemaineenaoce agreements will Waterfront's commercial portion.providing aninvit- thebcach-visitor, public subject loreaswAble hours of operation and be provided between each phase of the project to ing pedestrian connection throughout the project, a[cc for its use. c murecoosisten 1.qualitycare ofall landscaped areas The Pacific Promenade will include occasional seat- including building setback area%the Pacific Prorat- ins areas,benches,fountains;etc,to create unique Tennis and Health Center: osdt and situ within the street right of ways. and differing Mediterranean-inspired pedestrian earl(onments000ncctedbyplazu,srchcsand court. The tennis and health center as dcscrbed prcvi- M yards.The sidewalkwillbe movedawayfromlhecurb ously is a Public cureational opportunity benefit- •Parkinj: tine for safety and to provide a more interesting gins all visitors and residents of the Cry of Ifunting- espericnct walking within a landscaped area ete- Ft ton Beach. It is recognized that there is an opportunity for ril rated to provide a better view of the beach. Direct shareduseof parking faciliticsslTU Wattrfrontdue H access between the beach and the Pacific Promenade to the close proximity and variable demands of each 6providedby the pedestrian ovcrpsues over Pacific Coast lfighwsy- Misullaneofrs: phase of the ptojcrt, Therefore,reciprocal parking nagreements will bt provided between the phssca to Other public improvementspcovidedby she project -_.__. allow the most efficient use of the parking facilities incluck the extension of Walnut Avenue and the provided at the project. In tht event that a parkint Path to rutwre,Residential.- connector street including sidewalks and land- defidenryu experienced in the operation of@phase scaped median strips,enhanced hardscape and sit- of the project,additional parking wit]be provided' Two pedestrian pathways will provide a convenient nage monumcatation at key intcfuctions, bus a lubsequenl phase. link between the future residential and the pedes- benchesattdturnoutsasrequiredbyOr@nteCounty %rian overpasses,encouraging a safe transit to the Transit District, and aarelerationldcceleration beach• lanes onto Pacific Coast Highway. 1 ~ • ..new.. M.wn r.._..,. w..r•M Iw�..ql • ww • - NIr� w«•..•-.•I �� rr.rl -� .__.. Approved 6122188 Page S of 12 . . cp . - �o G� �9 W 1 ` W — _ AV a _ r y 0 0 r1rASEL p"Asr 11 •.••..........w rMAiE 111 L r11Alt Iv 'MARE V .....•.I......•... P.A/E V, M near Cxa"Mora vim" O IfAtr% cowamemG Mona A"-Ouml Nola QW10OPW4 P1.A" twimml..1 L ?: u>•l1a �tA41110 a111ucTtlAt a MY/11�/ I �tlMl•I•Yj -;. OW"AIZ N•.It�- 21 .ltlA.1(1 .ttuSLiL JA&U.A S3l+►SLSY �11aSi.Y .Ltt61R�S Mess C► $+011t 14~6 AWJ WAll" coldltlwCl NO lit Ail-Wll I/OIIt WKWF .0 MAlA 41)ltmv N0111 clMllt t•watr.G}ltVLlw COMMERCIAL MASTER SITE PLAN N C. L.r.l v1 tlYKY1nG uW.li Appra� 5122188 _ gym-- page 6 of 12 {•YY..* a Is OF DENOTE SDOW"SiOUOWL,Y,T rA.o i,Yuo —..aL— _ .. of rviumfla SULA►M.E M.as{7 0-1 C N .014 M a/ M�•/ —DC 0001ES'M,C//-R,SE• .'...LLi44-%.mavad. m s{ rr.6 • ��� rrfN/CTiINti n•r//..a•r/a wrw M i{ M.r•L � °a G� cc o d � r- •Y TE 3S C S • • Q i W ' r>•r*•r'f ••� Z •R • .' +t1 � � fR •i• b. _ ■�wr.■1 t'iii�� . ��T'•/� _ � ir1'7s•i1 '�..i�■ O �...■'..■ �• . ar s r,iW •!r.�py■r p �ClFlC CO 44{y( JL ►HA21[ 111 4 rkA{t IV L routs[ r /.�...•..•......• PHASC ri 9 C T101E1 CLANG MOTU Tt.•■r APO MLALTM C41w%Jw cS Y,OT6 ALL`■tm MWIM rMD••■.O PLAZA LY•YrT MOTEL CAAIM fAwA■.p 1110"Twit Jr '21 n /! 1 Alc ''I 6� .taASLJ � �■ ?AAUJL 1WASL i7L 1lIefLY rn sst n ids{CLASS MOTE{ 1SMw{A.w.MA/r.• CO.Mi{{w(i 00144 .Au•SY114 Moro SMO►T■.0 ryAZA {i/tNLT Motu t.l l•11• TA•Awd_Si LuChrit BUILDING BULK N Page 7 of 12 .� ♦litr>tf�ifr VIEW OPPORTUNITIES FROM UPPER FLOOHS OF FUTURE RESIDENTIAL VIEW OPPORTUNITIES FROM • WALNUT AVENUE - 0 'n VIEW OPPORTUNITIES FROM y PUBLIC PLAZAS lee �0 y J1 Ic w � w w , J31W w X L•NAr[ 1 ►NAr[ 11 FNA{rt IV PNAr[ r YI POST CLASS MOM It n.w AMn}I%ALTM CON/%maw-c MOM "A-skm NOFIL PKWPG10 PLAU LYl1MT kQTIL 1—i CAM1911 IA•■wa aTAUCTul1d Lu o Fi c 0 Iw h.ww� - as Nw� .✓1..�.�AJ �......� w y + ,/ �IM♦•1/...w- jrTnMli MrTI PMwM!" •• �`_ • Ir 1 •�� r is AT } 1 ♦ 1 / a. ' IMSI CIAS%NOTII Tlwwlf AMU..IA{}N COwIs11.C1 N0111 A14•54Al% NOTI% tNOIIwG/%AZA %usual MOT%{ [Iwllt IMa�.G 1}lu(}u%1 VIEW OPPORTUNITIES nl:raniEs �+�-!C OPEtl �f�. %*A— FY . ... _ —.. Approved /88... Page 8 of 12 = DENOTES OTHER PUBLIC OPEN SPACE . c^7 DENOTES MISCEEI.AREOUS OPEN SPACE OG OPEN SPACE,PLAZAS,►OOt AREAS OF (� CODUERCIALPROPERTII /� k 1�0 LIA OlE aHEJ I EArT 'l' I x :. ''L�S� .• - - _ -- - -- -- a AlWWWAY .....r....... ►HASSr III L►HAft IV PHAir rt 11 r.aw CLAfa MOM nm m AND DWALTM A C*WaMNAK4 MORi A► -0um.OTEL Yoprwa PLA A LYSYRr 0019L UnTAw Mwwr/0 910"?WRI Ch PACfFICPROMENADE PACIFICPR0LAENAD£ X Id"muumaRADEI Fir.YERTWALTO FT,HONZONTAL Awe I I ABOVE CAACE �• y p[utDING !, I '�y 'MEJINDE^$MG SIDET/ALXWITKLOW It AWWO WALL AS NECESS►RT _'y ••rrf � A . : � .. A � /WRA/fA 11YAA wwY11 Atl I _ ` Ctlits •nunwsrwr.ca Lr . to • }� - N. PACIFIC COAIT WGnWAT wTrArwr..A. ... + rt • POSSJOLEMeLOwGRAOEPARAINO, I •p .,� pAtOAArrwANr�+� Lw ut s MANOA I OILT LANOSC AMMG OVE It, I NO CON SIOERL 0 AS Sol COWENAGE I TYPICAL SECTION AT A PACIFIC PROMENADE OPEN SPACE 1v r ♦ II Approved 6122188 _ §[ORA►rGE COUNTY 1ftAmSIT p3fRW REOtMREO •LANDSCAPED AdIOuw STAW x i page 9 of 12 TEHHIs A HEALTH CENTER OPEN TO PUOLIC 'SPUR SIR[ET•.FU6LIC SIOEW►L%S L A TENNIS COURTS LANDSCAPED MEOMN STRIP 7S TO b•SOS S F.CLUONOUSE A µMTH CEN TE A 1�`_ -7 PEDESTRIAN PATH CONNECTS FUTURE ►EDESTAMM PATH CONNECTS FUTURE B AE SIDE NTIAL TO OVE RPAS S RESIDEAITIAL TO OVERPASS 0G� Q Ic r a r �-- - ----- — --- _-- - -- --- 1-- — [*J MEJ CQA #11GHWAY— PHASE 1 L PHAS U PHASE III PHASE IV PHASE V /MASS VI �TJ /WAT CLASS HOTEL Tr+K 1M CnIIllmarA HOTEL ALL-*urn MOM SHpr704 K"A i ICUNW�f A11CTIME I,I CAATM H 0 ENIfANCEDHAROSCA►EA PEDESTRIAN OVERPASS ENHANCED MAAOSCAP(• HIGHWAY ACCELERATIOM/OECELIAATION SIGNAGELIONUMENTATIOM :9"STRaM IGHAGEMONUMEHTATION LANESAS:EOUTAEDITCAL•TRAN3PACIFIC PROMENADE,.MINIMUM SW WIDE OVERPASS EIIHANCEHAADSCAPEA LANDSCAPED LINEAR PARR WITH MEANDERING SIGNAGE MONUMENTATgN SIDE WALX.OPEN TO PUBLIC MAXIMUM AWX SLOPE 1 FT.VERTICAL TO 3 fY.HOAl2OHTAL , VARIOUS ENHANCED HAAOSCA►E,SEATING GROUPS r A IEHCHLS.CONNECTS TO ALL COMMERCIAL PROPERTIES.TO PEDESTRIAN OVERPASSESI PUBLIC IMPROVEMENTS TO►EOESTRIAN PATHS TO f VTVAE RESSOINTU.L N Approved 6 22/88 Page 10 of 12 ' a PEOESTFMAN PAIN JfMS ! HEALTH CF_NTF_R PEOESTMAN PATH • •� FAON FUTts+E AESIOENIIAL NOTE: PAAKVW BEtOw,EXCEPT FROM FUTURE RESOENIIAL TO PEDESTRIAN OVERPASS AS REOUWEO FOR TEF•wl TO PEDESTRIAN OVERPASS A HEALTH CENTER,IS NOT FOR"LJC PumloSEI. e0 •'Ef&n- iFET. G! Ind T,9 C WALNUT_AVEIM • •• r•�:' A, w VA H is �• iI'' ,�f r 'a. �• d•. -� 4 �i� j �: fit, .+. ,`' ', ` Jrl X PNAI[ 1 ►NAf[ 1 PHA89 Ili /NAi! IV L INl[[ r RNIE! YI 'r• F•4T C A"NOTOL Tu.M&M FIALM COarw•imm NOTtL ALL-skm NOTA ONOPVW o MAZA Lu•1MT NOT•L H [>lsTyll PAJIAl110 OTAUCTI" by ' H PACIFIC PRQ—Kb AOg CEDE EM -0-YEMM PACIFIC Fp2MaJ&QE r-i AREAS RESERVED FOR PUBLIC PURPOSES V� ' r-- � •�w1 L��� ��� -rr... r.ti.w� •.�.�w� �w�.w rt�.�.1 V.rN1 1�I • rw�� ��.+-.� .. �..� �..w,a ��� •�r� w. Approved 6/22/8$• Pagc 11 of 12 . COMME13CIAL MASTER SITE [!LAN SUMMARY SLTF STATISTICS=—TOTAL ACREAM TOTAL CLASS: tE 77 .� ROOLLS ELOOB3 TO_AL Stbr--- TOTAL MET: 2003 ac " PHASE 1 FOUT CLASS HOTEL 30� 11 75r,,OoO a 1. PHASE 1. 3 sa aF PHASE 7 TENNIS A HEALTH Cf MTUI 7S,0ao a f. PHASE 1: 148 ae: P1 ME 7 COkFERLACE HOTEL s00 Is 3EO,000 a 1. PFIASE 3: Ito A L PHASE• ALL-SUM MOTEL 211 1s 7SOAM aL PHASE 1: 1.77 aa. PHASE s: 711 aE. PHASE s RETAIL$HOPP" Rfa 3 TS GOO 41. P1iASE is L" 1R PHASE 0 LUXURY HOTEL • , 40 000 B.S. TOTAL MET: 2043 .1 TOTALS 11150 1,3EiiO0 a1, ALLOCATION: PUKK OPEN SPACE AMEM M. ASS aL Its % OTHER PUKK OPEN SPACE: 3 U m 1 i i % DASTRICT/i MAX WUU FAX 35 645CELLAPAOUS OPEN SPACE: J_U aE. m X TOTALOPEN SPACE, L1,06 ac SS7 % TAR. 1.4 eVsbtwc COVERAGE: 1.01 ac 3S• % M STREETS.DRIVEWAY$A PAAMQ 1E1 ac 126 % 7 TOTAL TUAf++IC MIAI Amn An paWLhq Of►AAA&G �1 7 flL MA""M n6ft ARIA Kit 04 F.TTAAIWJ"it 1,111.aM I.F. MpYii: 104 AC RLACE FIGURE!ARE k T OF ALL OEOKAITD PRIM WakJOLUC COAMIECTOII SMIT y AMD AteLIILTK[M[AIAAAFDr LAME"On PA(*IC EOAAT WC#"i. 7 FKAM1/FOR MDMO"P%%KS ARE f/LOWN FOR P~KAT1OMAA MM16PO"j. /LRTULAur TO , EI~01 Y KT M OE ECIM PLAN POIA , Va MI LOPSANT LTAMOLIA ARE AHlYO 0^ am A 4) EMwAA LAb" ATPAw bW _Vf(MK .1CMU wovot 0tk, R&Q"CT 10MMAiA (:R" MIr OL&NQNW 11 ARE OEtAIL f IURE1ua1T TO DOIw/TOlar lrE[IFaC PWI DMTII[T/�1 DMLO/MEK STAfa11(1{.u/TO LATE OF 11E TOIAL ftmLK OPLM W^Q AMLwRT 1LfT.Au A[(IESi MAT N 4MUCxin Tt+� MLOO"A/►11OAIMATTLT LZ.AM EWAOIED fIA(t. A TE EiUMIOiA4E A+O LIEAITM LE MI LA of is"*IO M Mf 1 F.■rLAAIr4o r P11A+E 7 AAIO a AIiOwN Af W TM A/LMLK o/E AI APAEA AAALJ/W AND Kk&6M(,EonA.M As A OLUAT THE ACW OM Of TIE f 1NMLS 644OWN f OA TOTAL OFEY APAC4,OWMA"f.00%A4E AAIQ SliUM M ML)aATE i/AAIiRK 14,16MIlT EACAIOa am%Of MLA IOIAA A41 IIri Af" i$"AE FKAMEl"AT ITOT ADD Dull To•DIA110rK 1 `r c . �...� �+-+.+ �� ...�. .��. ...�� ........ wr .. �.,... •a• 1•• .• ...�. • -�.. ... ........r ...�.... ..� .+ � ..ter .. . • I ■/�• 'Approves_ 22188„ , �_. ATE S 15T[C -E3Y PfIASE Page 12 of 12 • Y T PHASE Z PHASE 3 PHASE$ a MU CtAI HOTEL SQUEEREHCE HOTEL MAIL SHQPpIHa PHASE 1: ISM ac MASE 3: 2t0 ac "LASE f: 1!1 aL ALLOCATION: ALLOCATION. ALLOCATION: PV1W-JC OPEN SPACE AJIEN/TY: 0 Ll alr, ! • % PU&JC OPEN SPACE AIJENITY: 0 SS aL 10 0 x PMOC OPEN SPACE AWMITV-, lei as 116 % OTIIt R pUBUC Off N SPACE; •,TI at 71.7 % OT1+E11 PVDUC OPEN SPACE: 191 at IL 1 % OTHER Item OPEN SAKE: l/7 AL 211 % MMCELLANEOW OPE N SPACE: Lm aL % U5CnUWOUS OPEN SPAM' LLL ac ju % 01SCELLAMEOLIS OPEN SAKE.; V} OL 'u % TOTAL OPEN"ACE: I;s ac K I % TOTAL oKm&PACE: 1.33 at LS 0 % TOTAL On%IPA.": 1.10 f3e U I.wBL]RI) G COVERAGE: I.LS ac SO 0 % BUR.OLNC COVEAACE 892 at 24.2 % BunpING COVERAGE: —4 ; LI.O % SMETS.ORlIIMAYS A PAIBa11G mL STAf ETS,DRNEIMAYS i PARIONG: �Q 1L 1�..4 % STT�M.t>RIVEIATAYS i PAR20NG: �j ■- u % 1� NJ % TOTAL MET SITE AAfA• ?SI ac 1000 % T OTAL NET$J E ARM 2 fQ ■c loco % TOTAL]LET SITE AAEJI• 21! ac I Ql0 % P14ASE2 EHMEA IfflPti`11sfi4SifJLH CfH— �S ALL-2uu fmEL LUXURY MILL. PHASE 2: !W at P}IASE 1: [22 at PHASE l: 1.04 W- [r] X ALLOCATION: ALLOCATION: ALLOCATION: PUBLIC OPEN SPACE AItENITY: 020 OL 144 % PUBLIC OPEN SPACE AMEN"r 1.34 aL 264 % ALLOCATION- PUBLIC OPEN SPICE AMENITY.. 3 4I ac „0 % OTHER PUBLIC OPEN SAKE. 0 00 at <0 % OTHER PUBLIC OPEN SPACE; oil at 1 l3 % H OTHER PUBLIC OPEN SPACE: Goo ac 0 0 % U� H YSCELLAUEOUS OPEN SPACE: ¢a K !1+ % uASCEWWE0U3 OPEN SPACE:N6CELW+EOUS OPEN SPACE: ,4.QQ a< ,� %y TOTAL OPEN"AM 3.41 aL M 0 % TOTAL OPEN"ACE: 950 = 41.0 % TOTAL OPEN OPACE: 161 ac 13.8 % n BUILDING COVERAGE: 0 SS m LS 1 % DUILD NG COVERAGE: 214 aL 12.E %BUILOANC COVERAGE: 0 IS aL fit % STREETS.t)A1fVEWAYS i PARICNG: r STREETS,ORP"AYS i►AMWQ 004 at I.I % STRA M.L�EVIAYS i PAR701•G; L u - M % I % TOTAL NET SITE ARM 132 aG 1000 % TOTAL NET SITE AREA: S Ot at 100 0 % MUU7. • F ILL&A(R(ACL FICUXIS AAC M[T Of A&AL OIDKAraD TT1LLM MdLLWi COWNCTCI■T1&TLT AMD ACEf11AAT100,AX(CL1 RATO■ vul&s(,.F^90K CWT D+QwAT, T&ICUM11 SD11 wOnr101rl&nlA&la A,a/MSOMq iOX riIFQAYATXXYLL/VRF'OL(& FVftK"T 1000Mtll Oww II11Cl/1C FLAX D■T■ICT • 9M V%kuOut ICI$9AM(I ^I11 AM(A►P1XD VO A WW"IN& M"TIX r&AX aA&& INAIMU.1Ma n%AA&-&+f(1K FKURLS=+ AA(suaM CT 10 s/I+MFI AMAA11EK1 A&S,ALM NIiNME F7N�■Oa.Alul■D aF O&IAa. I F'11A&1 MTjff TO 00MCI0+M WtCWK TIAM dLT■ICT 1 Wr 1"AIPMf 51A+IDAAO1 W TO IW%00 TId TOTAL►P"0►TM S►A(! ASM MM �1S11fl KXAsIWT"lWXd.{O F"]rLO�WG A/MOXJAF< UV dWt4D"O VACL ♦lllw■C►UWdal AMO ML-A III k IA 10 0a S, 10 A•FX•S A,■kAAO&*M hMM /T AND■000'W&A&001 M A/V111AC OMM V ACT AAM IXi T ANO ONWML*W(Qv%k"a.a Aa A R1>+Tsx1(1 kr llla ADO jlft OF TW sK bWW*&(A IO1M.OrLM WAdk au&DrK MA&ALA AND T Ia&1A D■M1■AF& ►AAwrC u f u i^ra 1 ar;a 1si 1oIAL a■r ICiT AAa.ti e Soul I6wLI may Wr AM MA To aCA■IOarG r ` V ` t1 % ' HOTS: UK CGWIP ML }DUNDART 6 ALICNED to op% t� y'�7 ♦ RES"NWIALWIIE<C1IAFX1SrA&1FWTWw&ACTT�Da+Aic�:wrw.ivEo r �Io ♦�+1' [J �' � CONCEPTUAL RESIDENTIAL h •,�,� % i + PHASING EXHIBIT ,ten i I r ! 3 �'�TQ..) .O ♦ '"� NSW.: ��'nlC� ,���� � /`i , �'f CwWLiitY.l&%ais0.110YO411ip"It 00 op J� e 4 r s t..i—�._J I(J i r~ d"r� r. !� l 'I j '+ 1-ice H 'Z I H o ♦ `� H r — Jx • r�Lr �wr� wwwl w ww �1 raw Iwr/wr1 �fwa�aaar� \; - PACIFIC_COAST t1IcawA1C_. . �� •/MA[[! ��wAfi Y_- �.--... fwAI[MI •• �— �Kaa[1Y •pM1a[Y �w..,.r.ww /waa[ >II t - APPROXIMATE LAND AREAS. NO-Ft: Ac'WwL at>,rDTNTu►hWE souxoY�R1Ls rrllt eE DETtawiNEO n CO MERCiAL_ �ESIDFNT�L A MMY(ft SITE PLAN AND ►NASINC PLANN TO RE APPROVED [r THE RANvNC Cou►o"jo l wASUANT To ►ARACRA►H L 1[or OF THE SFCTIoN A li x OF IOTA}. SFCTIOy mf-6 x off T OT L'ti OTAL DOWNTOWN S►ECOK RAN OWNER LAND PLANNING CommeRAT"S ANl► CONsT11AmITS IAAT ALTER SOMEWHAT THE CONCEIWYAI[OUNDAR1E3 SHOWN. A 10 AC. SO x A 12 At 50% © S AA'. 2S x © 6 Ac. 25 x C -5 AC. Z% C -§ At. Z% n, 20 Ac 100 x 24 Ac 100% -'ram////.�!�J) �••..n'!"1"""f"1 i r i I r.�a v a�.'r 'r n r r a l �r.'1►.�.1 a rl�� THE WATERFRONT. ATERFFONT. . c •y1r • e;ir• ,� w + E EXHIBIT "E" ` Approved Title Exceptions i 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 from the Site or to divert or otherwise utilize such water, water rights, or interests on any other property owned or leased by the City, whether such water rights shall be riparian, overlying, appropriative, percolating, littoral, prescriptive, adjudicated, statutory, or contractual; but without, however, any right to enter upon the surface of the Site in the exercise of such rights and, provided further, that the exercise of any such rights by the City shall not result in any damage or injury to any improvements constructed on the Site, including without limitation any subsidence of all or any part of the Developer Improvements to be constructed pursuant tc this Agreement . , 3 . Exception Nos , 1 (as to then-current taxes and assessments) , 2, 6, 7, and 9 in Schedule B, Section 2, Part II of that certain Commitment for Title Insurance dated December 8 , 1986 , as supplemented on January 23, 1987 , and March 27 , 1987 , issued by First ;Lmerican Title Insurance Company covering the Developer Parcel (OA-1455792) . 4 . Such other exceptions to title as hereafter may be mutually approved by the Agency and Developer. �1 EXHIBIT "E" L huntington beach department of community development STAff E paR EXECUTIVE SUMMARY APRIL 20, 1993 ANNUAL REVIEW OF THE WATER RONT DEVELOPMENT AGREEMENT (Northside of Pacific Coast Highway between Huntington Street and Beach Boulevard) Annual review of the Waterfront Development Agreement is required pursuant to the Agreement. Since the Robert Mayer Corporation is in compliance, staff recommends determination of compliance and forward to the City Council. TO: Planning Commission FROM: Community Development DATE: April 20, 1993 SUBJECT: ANNUAL REVIEW OF THE WATERFRONT DEVELOPMENT AGREEMENT APPLICANT: Robert Mayer Corporation, 660 Newport Center Drive, Suite 1050, Newport Beach, CA 92658-08580 City of Huntington Beach, 2000 Main Street, Huntington Beach, CA 92648 REQUEST: Annual review of developer's compliance with the Waterfront Development Agreement. LOCATIQN: Northside of Pacific Coast Highway between Huntington Street and Beach Boulevard (Waterfront Project) . DATE ACCEPTED: March 3, 1993 ZONE: Downtown Specific Plan District 9 (Commercial Recreation) and District 8b (High Density Residential) 1 .0_ SUGGESTED ACTION: Motion to: "Determine that the developer, Robert L. Mayer, has substantially complied with the terms and conditions of the Waterfront Development Agreement as required up until this date and forward to the city Council for approval. ". 2,0 GENERAL -III FOR TION: The Waterfront Development Agreement is being submitted to the Planning Commission for annual review purposes, pursuant to Section 2 (Page 84) of said agreement, to determine whether or not the developer, Robert L. Mayer, has complied with the terms and conditions of the Agreement up until this date. It was approved by the City Council in August 1988, and recorded in January 1989 . Phase I of the Agreement, Hilton Hotel, was completed in July, 1990. Following a public hearing, the Commission shall either find that the developer has complied with the Agreement or, if it finds to the contrary, make a recommendation to the City Council regarding appropriate action. Such action will be forwarded to the City Council for final action. 3 .0 EURROUNDINQ LAND USE, ZONING AND GENERAL PLAN DESIGNATIONS: North_of_Subject L RIgnerty.: GENERAL PLAN DESIGNATION: Medium Density Residential ZONE: R2-PD-CZ-FP2 (Medium Density Residential-Planned Development-Coastal Zone--Floodplain) LAND USE: Condominiums Fast of_SubJect,propartY GENERAL PLAN DESIGNATION: Visitor Serving Commercial, Open Space Conservation ZONE: RA-0 (Residential Agriculture-Oil) and R4-28 (High Density Residential) LAND USE: Vacant, Apartments South gf SubjeCt Property; GENERAL PLAN DESIGNATION: Open Space Recreation ZONE: Downtown Specific Plan, District 11 (Beach Open Space) LAND USE: Beach West of Subject Property: GENERAL PLAN DESIGNATION: Visitor Serving Commercial, High Density .Residential ZONE: Downtown Specific Plan, District 8 (High Density Residential) and District 7 (Visitor Serving Commercial) LAND USE: Vacant 4 .0 ENVIRONMENTAL STATUS: The original approval of the Waterfront Development Agreement was covered under Supplemental Environmental Impact Report No. 82-2. This annual review is exempt from CEQA. 5.0 COASTAL STATUS: Annual review of the Agreement is not subject to any additional coastal requirements. Each phase of the Waterfront project however, is subject to a coastal development permit at the time of entitlement for that phase. The project area is located within the Coastal Zone under a non-appealable area. Prior to approval of entitlements for each phase of development, the Planning Commission must find that the concurrent coastal development permit is in conformance with the Coastal Element of the General Plan. Staff Report - 4/20/93 -2- (6501d) 6 . 0, REDEVELQEMEN,T STATUS: The subject site is within the Main-Pier Redevelopment Project area, and the City of Huntington Beach Redevelopment Agency has a Disposition and Development Agreement with the applicant. 7.0__ ISSUE$ AND ANALYETS,: The Waterfront Development Agreement is an agreement between the City of Huntington Beach and Robert L. Mayer corporation for development of the Waterfront project. The area is bounded by Pacific Coast Highway on the south, Beach Boulevard on the east, and a condominium project on the north and Huntington Street on the west. The purpose of the Agreement is to provide assurance to the applicant that the project may proceed with a development in accordance with the City's existing rules, regulations and official policies in force at the effective date of the Agreement. Such agreements are intended to strengthen the planning process, encourage public participation in planning and reduce the economic risks of development. The City may enter into a Development Agreement pursuant to City Council Resolution No, 5390, which was adopted in 1984 under the authority of Government Code Sections 65864-65869 .5. The Agreement specifies the permitted uses, the density and intensity of uses, the maximum bulk, height, and size of commercial building, provisions for the reservation or dedication of land for public purposes, location and design of public improvements, and terms and conditions of development. The Commercial Master Site Plan is an attachment to the Agreement, and presents graphically and in greater detail the parameters of the development described in the Agreement. The residential portion of the project is not described in detail. However, the proposed number of residential units, their phasing, and timing of construction are set forth in the Agreement. The purpose of the annual review is to monitor the Agreement and evaluate the performance of the developer. Attached to the report is a compliance matrix (Attachment No. 1) which lists the sections of the Agreement which are the responsibility of the developer and whether or not they have complied. Input from the Departments of Public Works and Economic Development were received to complete the evaluation. All the requirements of the Agreement have been complied with. All but one of the entitlement conditions have been met. Condition No. 10 of Conditional Use Permit No. 87-19 requires that an affordable housing plan be submitted and approved. Currently, the Robert L. Mayer corporation is working jointly with the Economic Development Department in an effort to develop a project which complies with the City's Housing Element and addresses the Redevelopment law for providing affordable housing in a project area. It will be completed before the second phase of the Waterfront project is processed. Staff Report - 4/20/93 -3- (6501d) 8.0 RECOMMENDATION: Staff recommends the Planning Commission make the determination that the developer has substantially complied with the terms and conditions of the Waterfront Development Agreement as required up until this date and forward to the City Council for approval. ATTACMIENTS: 1. Waterfront Development Agreement Compliance Matrix 2. Development Agreement by and between the City of Huntington Beach and Robert L. Mayer recorded January 13, 1989 3. Conditional Use Permit No. 87-19, Tentative Tract No. 13045 and Coastal Development Permit No. 87-17 Conditions of Approval SH:kjl hil"" Staff Report - 4/20/93 -4- (6501d)