RES-2016-136RESOLUTION NO. 2 016 -13 6
A RESOLUTION OF THE OF THE CITY COUNCIL OF THE
CITY OF ANAHEIM APPROVING AND ADOPTING
CONDITIONAL USE PERMIT NO. 2015-05832.
(DEV2015-00101)
(415 SOUTH ANAHEIM HILLS ROAD)
WHEREAS, the Planning Commission of the City of Anaheim (the "Planning
Commission") did receive a verified petition for Conditional Use Permit No. 2015-05832 to
permit the construction of a 60 -unit attached, single-family residential project (the "Project")
with modified development standards, i.e., a reduction in setback requirements and distance
between buildings of the "RM -1" Multiple -Family Residential Zone, for that certain real
property located at 415 South Anaheim Hills Road in the City of Anaheim, County of Orange,
State of California, as generally depicted on the map attached hereto as Exhibit A and
incorporated herein by this reference (the "Property"); and
WHEREAS, the Property is approximately 8.4 acres in size and is located in the "OS"
Open Space Zone. The Property is also located within the Scenic Corridor (SC) Overlay Zone,
meaning that the regulations contained in Chapter 18.18 (Scenic Corridor (SC) Overlay Zone) of
the Anaheim Municipal Code (the "Code") shall apply to development of the Property. The
Property is designated on the Land Use Element of the General Plan for "Open Space" and
"Water" uses; and
WHEREAS, Conditional Use Permit No. 2015-05832 is proposed in conjunction with a
request (i) to amend "Figure LU -4: Land Use Plan" of the Land Use Element of the Anaheim
General Plan to re -designate those portions of the Property designated as "Open Space" and
"Water" land uses to "Corridor Residential", "Open Space" and "Water" land uses so that a
portion of the Property will be designated for "Corridor Residential" land uses and a portion of
the Property will remain "Open Space" and "Water" land uses, which amendment to the General.
Plan is designated as "General Plan Amendment No. 2015-00505", (ii) to rezone or reclassify the
Property from the "OS" Open Space Zone to the "RM -1" Multiple -Family Residential Zone,
which reclassification is designated as "Reclassification No. 2015-00284", (iii) for approval of a
tentative tract map to permit a 60 -lot single-family, attached residential subdivision of the
Property, which is designated as "Tentative Tract Map No. 17959", and (iv) for approval of
Development Agreement No. 2016-00003 to provide the Developer a vested right to develop the
Project in accordance with General Plan Amendment No. 2015-00505, Reclassification No.
2015-00284, Conditional Use Permit No. 2015-05832 and Tentative Tract Map No. 17959 for
the term of the Development Agreement; and
WHEREAS, General Plan Amendment No. 2015-00505, Reclassification No. 2015-
00284, Conditional Use Permit No. 2015-05832, Tentative Tract Map No. 17959, Development
Agreement No. 2016-00003 and the Project shall be referred to herein collectively as the
"Proposed Project"; and
WHEREAS, all development within the "RM -1" Multiple -Family Residential Zone that
includes single-family attached and detached dwellings is subject to approval by the Planning
Commission of a conditional use permit pursuant to Subsection .010 of Section 18.06.160
(Residential Planned Unit Development) of the Code. Pursuant to subsection .030 of Section
18.06.160 (Residential Planned Unit Development) of the Code, the minimum setback
requirements, as set forth in Section 18.06.090 (Structural Setbacks), and the setbacks between
buildings, as set forth in Subsection .050 of Section 18.06.090 of the Code, may be modified in
order to achieve a good project design, privacy, livability, and compatibility with surrounding
uses. Upon the adoption of an ordinance rezoning or reclassifying the Property from the "OS"
Open Space Zone to the "RM -1" Multiple -Family Residential Zone, Conditional Use Permit No.
2015-05832 will permit the reduction in the street setbacks and setbacks between buildings
requirements of the "RM -1" Multiple -Family Residential Zone for the Property; and
WHEREAS, pursuant to and in accordance with the provisions of the California
Environmental Quality Act (Public Resources Code Section 21000 et seq.; herein referred to as
"CEQA"), the State of California Guidelines for Implementation of the California Environmental
Quality Act (herein referred to as the "CEQA Guidelines"), and the City's Local CEQA
Procedure Manual, the City is the "lead agency" for the preparation and consideration of
environmental documents for the Proposed Project; and
WHEREAS, a draft Mitigated Negative Declaration was prepared in accordance with
CEQA, the CEQA Guidelines and the City's Local CEQA Procedure Manual to evaluate the
physical environmental impacts of the Proposed Project; and
WHEREAS, in conformance with CEQA and the CEQA Guidelines, a Mitigation
Monitoring Plan has been prepared for the Proposed Project and includes mitigation measures
that are specific to the Proposed Project (herein referred to as "MMP No. 333"). A complete
copy of MMP No. 333 is on file and can be viewed in the Planning Services Division of the City;
and
WHEREAS, on June 13, 2016, the Planning Commission held a public hearing, notice of
said public hearing having been duly given as required by law and in accordance with the
provisions of the Code, to consider the Mitigated Negative Declaration and to hear and consider
evidence for and against the Proposed Project and related actions, and to investigate and make
findings and recommendations in connection therewith; and
WHEREAS, based upon a thorough review of the Proposed Project and the Mitigated
Negative Declaration, including MMP No. 333 and the comments received and the responses
prepared, the Planning Commission adopted its Resolution No. PC2016-050 on June 13, 2016,
finding that the Proposed Project will have a less than significant impact upon the environment
with the implementation of the conditions of approval and the mitigation measures contained in
MMP No. 333 and recommending that this City Council approve and adopt the Mitigated
Negative Declaration and MMP No. 333; and
WHEREAS, by the adoption of its Resolution No. PC2015-053 on June 13, 2016, the
Planning Commission recommended that the City Council approve and adopt proposed
2
Conditional Use Permit No. 2015-05832, contingent upon and subject to: (1) the adoption by the
City Council of (i) a resolution approving and adopting General Plan Amendment No. 2015-
00505, (ii) an ordinance authorizing an amendment to the Zoning Map to rezone and reclassify
the Property to the "RM -1" Multiple -Family Residential Zone under Reclassification No. 2015-
00284, and (iii) the adoption by the City Council of a resolution approving Tentative Tract Map
No. 17959, all of which entitlements are now pending; (2) the mitigation measures set forth in
MMP No. 333, and (3) the conditions of approval set forth in Exhibit B attached hereto and
incorporated herein by this reference; and
WHEREAS, upon receipt of the Planning Commission's Resolutions Nos. PC2016-050,
PC2016-051, PC2016-052, PC2016-053, PC2016-054 and PC2016-055, a summary of evidence
and a report of the findings and recommendations of the Planning Commission, the City Council
did fix the 12th day of July, 2016, as the time, and the City Council Chamber in the Civic Center,
as the place, for a public hearing on the Proposed Project and for the purpose of considering
evidence for and against the Mitigated Negative Declaration, MMP No. 333 and the Proposed
Project, and did give notice thereof in the manner and as provided by law; and
WHEREAS, on July 12, 2016, the City Council did conduct a public hearing to hear and
consider evidence for and against the Mitigated Negative Declaration, MMP No. 333 and the
Proposed Project and to investigate and make findings in connection therewith; and
WHEREAS, by the adoption of a resolution concurrently with, but prior in time to, the
adoption of this Resolution and pursuant to the provisions of CEQA, the State CEQA Guidelines,
and the City's Local CEQA Procedure Manual, this City Council found and determined, among
other things, that the Proposed Project will have a less than significant impact upon the
environment with the implementation of the conditions of approval and the mitigation measures
attached to that concurrent Resolution and contained in MMP No. 333 and, accordingly,
approved and adopted the Mitigated Negative Declaration and MMP No. 333; and
WHEREAS, at said public hearing and pursuant to Subsection .030 of Section 18.06.160
(Residential Planned Unit Development) of the Code, this City Council, after due consideration,
inspection, investigation and study made by itself and in its behalf, and after due consideration of
the recommendations of the Planning Commission and all evidence and reports offered at said
hearing does hereby find and determine the following facts with respect to Conditional Use
Permit No. 2015-05832:
1. The uses within the Project are compatible with the surrounding land uses;
2. New buildings or structures related to the Project are compatible with the
scale, mass, bulk, and orientation of existing buildings in the surrounding area, provided
the existing buildings conform with the provisions of the Zoning Code;
3. Vehicular and pedestrian access are adequate;
4. The Project is consistent with any adopted design guidelines applicable to the
Property;
5. The size and shape of the site proposed for the proposed Project is adequate to
allow the full development of the proposed use in a manner not detrimental to the
particular area;
6. The traffic generated by the proposed Project will not impose an undue burden
upon the streets and highways designed and improved to carry the traffic in the area;
7. The impact upon the surrounding area has been mitigated to the maximum
extent practicable;
8. The Project complies with the General Plan, as amended by General Plan
Amendment No. 2015-00505, now pending;
9. The proposed subdivision of the Property, as shown on proposed Tentative
Tract Map No. 17959, including its design and improvements, will, upon approval
thereof, comply with the Subdivision Map Act; and
10. The granting of the conditional use permit under the conditions imposed will
not be detrimental to the health and safety of the citizens of the City of Anaheim.
WHEREAS, this City Council determines that the evidence in the record constitutes
substantial evidence to support the actions taken and the findings made in this Resolution, that
the facts stated in this Resolution are supported by substantial evidence in the record, including
testimony received at the public hearing, the staff presentations, the staff report and all materials
in the project files. There is no substantial evidence, nor are there other facts, that detract from
the findings made in this Resolution. This City Council expressly declares that it considered all
evidence presented and reached these findings after due consideration of all evidence presented
to it.
NOW, THEREFORE, BE IT RESOLVED that, based upon the aforesaid findings and
determinations, this City Council does hereby approve Conditional Use Permit No. 2015-05832,
contingent upon and subject to: (1) the adoption by the City Council of an ordinance authorizing
an amendment to the Zoning Map to rezone and reclassify the Property to the "RM -1" Multiple -
Family Residential Zone under Reclassification No. 2015-00284, (2) the adoption of a resolution
approving Tentative Tract Map No. 17959, all of which entitlements are now pending; (3) the
mitigation measures set forth in MMP No. 333, and (4) the conditions of approval set forth in
Exhibit B attached hereto and incorporated herein by this reference, which are hereby found to
be a necessary prerequisite to the proposed use of the Property in order to preserve the health,
safety and general welfare of the citizens of the City of Anaheim.
4
THE FOREGOING RESOLUTION is approved and adopted by the City Council of the
City of Anaheim this 12 day of July , 2016, by the following roll call vote:
AYES: Mayor Pro Tem Kring and Council Members Murray, Brandman,
and Vanderbilt
NOES: None
ABSENT: Mayor Tait
ABSTAIN: None
117824v1/TJR
5
CITY OF ANAHEIM
A�- Y;��
MA OR OF THE CITY OF IM
PRO TEM
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LINDA ANDAL, City Clerk of the City of Anaheim, do hereby certify that the foregoing
Resolution No. 2016-136 was introduced and adopted at a regular meeting provided by law, of the
Anaheim City Council held on the 12th day of July, 2016, by the following vote of the members
thereof:
AYES: Mayor Pro Tem Kring and Council Members Murray, Brandman and Vanderbilt
NOES: None
ABSTAIN: None
ABSENT: Mayor Tait
IN WITNESS THEREOF, I have hereunto set my hand and affixed the official seal of the City of
Anaheim this 26th day of July, 2016.
PIX -r -
CITY CLERK OF THE CITY O ANAHEIM
(SEAL)
c�A PN• 'IR'3_d77_f13 .nt RO
EXHIBIT „A"
DEN' V0. 2015-00101
Source: Recorded Tract Maps and/or City GIS.
Please note the accuracy is +/- two to five feet.
EXHIBIT "B"
CONDITIONAL USE PERMIT NO. 2015-05832
(DEV2015-00101)
RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
PRIOR TO ISSUANCE OF A GRADING PERMIT
I
The project's Final Site Plan, Grading, and Drainage Report shall be
Public Works,
submitted for review and approval to the Orange County Public
Development Services
Works/Orange County Flood Control District (OCFCD). Developer shall
obtain all required OCFCD permits.
2
The project's Final Drainage Report and Soils Report shall be submitted
Public Works,
for review and approval to City of Anaheim Public Works Development
Development Services
Services Division.
3
The final Water Quality Management Plan (WQMP) shall be submitted
Public Works,
for review and approval to Public Works Development Services Division
Development Services
and comply with the most current requirements of the Orange County
Drainage Area Management Plan (DAMP).
4
The property owner shall submit project improvement plans that
Public Works,
incorporate the required drainage improvements and the mechanisms
Development Services
proposed in the approved Final Drainage Report. No offsite run-off shall
be blocked during and after grading operations or perimeter wall
construction. Finish floor elevations shall be 1 -ft. minimum above water
surface elevations of 100 -year event.
5
The applicant shall demonstrate that coverage has been obtained under
Public Works
California's General Permit for Stormwater Discharges Associated with
Development Services
Construction Activity by providing a copy of the Notice of Intent (NOI)
submitted to the State Water Resources Control Board and a copy of the
subsequent notification of the issuance of a Waste Discharge
Identification (WDID) Number. The applicant shall prepare and
implement a Stormwater Pollution Prevention Plan (SWPPP). A copy of
the current SWPPP shall be kept at the project site and be available for
City review upon request.
6
That the developer shall submit a set of improvement plans for Public
Public Utilities, Water
Utilities Department review and approval in determining the conditions
Engineering
necessary for providing water service to the project.
RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
PRIOR TO APPROVAL OF PLANS RELATED TO WATER ENGINEERING
7
Within 30 days of project approval, the owner shall install an approved
Public Utilities,
backflow prevention assembly on the water service connection(s) serving
Water Engineering
the property, behind property line and building setback in accordance
with Public Utilities Department Water Engineering Division
requirements.
8
All fire services 2 -inch and smaller shall be metered with a UL listed
Public Utilities,
meter, Hersey Residential Fire Meter with Translator Register, no equals.
Water Engineering
9
A minimum of two connections to public water mains and water looping
Public Utilities,
inside the project are required.
Water Engineering
10
The following minimum horizontal clearances shall be maintained
Public Utilities,
between proposed water main and other facilities:
Water Engineering
- 10 -feet minimum separation (outside wall -to -outside wall)
from sanitary sewer mains and laterals, and any
buildings, footings, and walls
- 5 -feet minimum separation from all other utilities,
including storm drains, gas, and electric
- 6 -feet minimum separation from curb face
11
No public water main or public water facilities shall be installed in
Public Utilities,
private alleys or paseo areas.
Water Engineering
12
No public water mains or laterals shall be allowed under parking stalls
Public Utilities,
or parking lots.
Water Engineering
PRIOR TO THE ISSUANCE OF BUILDING PERMITS
13
All backflow equipment shall be located above ground outside of the
Public Utilities,
street setback area in a manner fully screened from all public streets and
Water Engineering
alleys. Any backflow assemblies currently installed in a vault will have
to be brought up to current standards. Any other large water system
equipment shall be installed to the satisfaction of the Water Engineering
Division outside of the street setback area in a manner fully screened
from all public streets and alleys. Said information shall be specifically
RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
shown on plans and approved by Water Engineering and Cross
Connection Control Inspector.
14
That a private water system with separate water service for fire
Public Utilities,
protection and domestic water shall be provided and shown on plans
Water Engineering
submitted to the Water Engineering Division of the Anaheim Public
Utilities Department.
15
All requests for new water services, backflow equipment, or fire lines, as
Public Utilities,
well as any modifications, relocations, or abandonments of existing water
Water Engineering
services, backflow equipment, and fire lines, shall be coordinated and
permitted through the Water Engineering Division of the Anaheim Public
Utilities Department.
16
The Owner shall irrevocably offer to dedicate to the City of Anaheim (i)
Public Utilities,
an easement for all large domestic above -ground water meters and fire
Water Engineering
hydrants, including a five (5) -foot wide easement around the fire hydrant
and/or water meter pad. (ii) a twenty (20) foot wide easement for all
water service mains and service laterals all to the satisfaction of the
Water Engineering Division. The easements shall be granted on the
Water Engineering Division of the Public Utilities Department's standard
water easement deed. The easement deeds shall include language that
requires the Owner to be responsible for restoring any special surface
improvements, other than asphalt paving, including but not limited to
colored concrete, bricks, pavers, stamped concrete, decorative hardscape,
walls or landscaping that becomes damaged during any excavation,
repair or replacement of City owned water facilities. Provisions for the
repair, replacement and maintenance of all surface improvements other
than asphalt paving shall be the responsibility of the Owner and included
and recorded in the Master CC & R's for the project.
17
That the developer/owner shall submit a water system master plan,
Public Utilities,
including a hydraulic distribution network analysis, for Public Utilities
Water Engineering
Water Engineering review and approval. The master plan shall
demonstrate the adequacy of the proposed on-site water system to meet
the project's water demands and fire protection requirements.
18
That the developer/owner shall submit to the Public Utilities Department
Public Utilities,
Water Engineering Division an estimate of the maximum fire flow rate
Water Engineering
and maximum day and peak hour water demands for the project. This
information will be used to determine the adequacy of the existing water
system to provide the estimated water demands. Any off-site water
system improvements required to serve the project shall be done in
accordance with Rule No. 15A.6 of the Water Utility Rates, Rules, and
RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
Regulations.
19
That water improvement plans shall be submitted to the Water
Public Utilities,
Engineering Division for approval and a performance bond in the amount
Water Engineering
approved by the City Engineer and form approved by City Attorney shall
be posted with the City of Anaheim.
20
That individual water service and/or fire line connections will be
Public Utilities,
required for each parcel or residential, commercial, industrial unit per
Water Engineering
Rule 18 of the City of Anaheim's Water Rates, Rules and Regulations.
21
The property owner/developer shall coordinate with Electrical
Public Utilities,
Engineering to establish electrical service requirements and submit
Electrical Engineering
electric system plans, electrical panel drawings, site plans, elevation
plans, and related technical drawings and specifications.
22
The legal owner shall provide to the City of Anaheim a Public Utilities
Public Utilities,
easement with dimensions as shown on the approved utility service plan.
Electrical Engineering
23
The legal owner shall submit payment to the City of Anaheim for service
Public Utilities,
connection fees.
Electrical Engineering
24
The property owner/developer shall underground any existing and new
Public Utilities,
power poles and lines.
Electrical Engineering
25
Prior to issuance of the first building permit, excluding model homes, the
Public Works,
final map shall be submitted to and approved by the City of Anaheim
Development Services
Department of Public Works and the Orange County Surveyor for
technical review and that all the applicable conditions of approval have
been complied with and then shall be filed in the office of the Orange
County Recorder.
26
Prior to issuance of the grading permit and right-of-way construction
Public Works,
permit for the storm drain and sewer, whichever occurs first, a Save
Development Services
Harmless agreement in -lieu of an Encroachment Agreement is required to
be executed, approved by the City and recorded by the applicant on the
property for any storm drains connecting to a City storm drain.
27
The developer shall dedicate to the City sidewalk easements to provide
Public Works,
ADA accessible path of travel (4 -ft.) around existing and proposed
Development Services
obstructions (i.e. street lights, etc.) and existing and proposed driveway
location along Anaheim Hills Road to the satisfaction of the City
Engineer, as needed.
RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
PRIOR TO THE FINAL BUILDING AND ZONING INSPECTIONS
28
Address numbers shall be positioned so as to be readily readable from
Police Department
the street. Numbers shall be visible during hours of darkness.
29
"No Trespassing 602(k) P.C." posted at the entrances of parking
Police Department
lots/structures and located in other appropriate places (i.e., Resident
gathering points and access points, bicycle parking, etc.) Signs must be
at least 12" wide x 24" high in overall size, with white background and
black 2" lettering.
30
All entrances to parking areas should be posted with appropriate signs
Police Department
per 22658(a) C.V.C. to assist in removal of vehicles at the property
owner's/manager's request.
31
Monument signs and addresses shall be well lighted during hours of
Police Department
darkness.
32
Fire lanes shall be posted with "No Parking Any Time." Said
Public Works,
information shall be specifically shown on plans submitted for reiterate
Traffic Engineering
building permits.
33
That curbs adjacent to the drive aisles shall be painted red to prohibit
Public Works,
parallel parking in the drive aisles. Red curb locations shall be clearly
Traffic Engineering
labeled on building plans.
34
That prior to final building and zoning inspection, the developer shall
Public Works,
construct full width sidewalk from curb to ROW line with transition to
Development Services
existing sidewalk from La Paz Way to the existing driveway approach
south of the subject property on Anaheim Hills Road.
35
All required on-site Water Quality Management Plan, sewer, storm drain,
Public Works,
and public right of way improvements shall be completed, operational,
Development Services
and are subject to review and approval by the Construction Services
Inspector.
36
That prior to final building and zoning inspections, ADA compliant curb
Public Works,
access ramp with truncated domes shall be constructed at the southwest
Development Services
corner of the intersection of Anaheim Hills Road and La Paz Way in
conformance with Public Works Standard Detail 111-3.
RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
37
Vehicle gates shall not be installed across the project driveways or access
Public Works,
roads without providing a vehicle turnaround area to the satisfaction of
the City Engineer.
Traffic Engineering
ON-GOING DURING PROJECT GRADING, CONSTRUCTIONAND OPERATIONS
38
Any Graffiti painted or marked upon the premises or on any adjacent
Police Department
area under the control of the licensee shall be removed or painted over
within 24 hours of being applied.
39
Trash storage areas shall be provided and maintained in a location
Public Works
acceptable to the Public Works Department, Streets and Sanitation Division
Department, Streets and
and in accordance with approved plans on file with said Department. Said
Sanitation Division
storage areas shall be designed, located and screened so as not to be readily
identifiable from adjacent streets or highways. The walls of the storage
areas shall be protected from graffiti opportunities by the use of plant
materials such as minimum 1 -gallon size clinging vines planted on
maximum 3 -foot centers or tall shrubbery. Said information shall be
specifically shown on the plans submitted for building permits.
40
The Owner shall be responsible for restoring any special surface
Public Utilities,
improvements, other than asphalt paving, within any right-of-way, public
Water Engineering
utility easement or City easement area including but not limited to
colored concrete, bricks; pavers, stamped concrete, walls, decorative
hardscape or landscaping that becomes damaged during any excavation,
repair or replacement of City owned water facilities. Provisions for
maintenance of all said special surface improvements shall be included in
the recorded Master C,C&R's for the project and the City easement
deeds.
GENERAL
41
The subject Property shall be developed substantially in accordance with
Planning and Building
plans and specifications submitted to the City of Anaheim by the
Department,
applicant and which plans are on file with the Planning Department, and
Planning Services
as conditioned herein. As noted by the applicant on the record during the
Division
Planning Commission hearing, a modification to the site plan and tract
map intended to separate the 12 -unit building, generally located in the
middle of the subdivision, will be made and recommended for approval
by the City Council in conjunction with its consideration of the project.
RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
42
Conditions of approval related to each of the timing milestones above shall
Planning and Building
be prominently displayed on plans submitted for permits. For example,
Department,
conditions of approval that are required to be complied with prior to the
Planning Services
issuance of building permits shall be provided on plans submitted for
Division
building plan check. This requirement applies to grading permits, final
maps, street improvement plans, water and electrical plans, landscape
irrigation plans, security plans, parks and trail plans, and fire and life
safety plans, etc.
43
The applicant is responsible for paying all charges related to the
Planning and Building
processing of this discretionary case application within 30 days of the
Department,
issuance of the final invoice or prior to the issuance of building permits
Planning Services
for this project, whichever occurs first. Failure to pay all charges shall
Division
result in delays in the issuance of required permits or may result in the
revocation of the approval of this application.
44
The Applicant shall defend, indemnify, and hold harmless the City and
Planning and Building
its officials, officers, employees and agents (collectively referred to
Department,
individually and collectively as "Indemnitees") from any and all claims,
Planning Services
actions or proceedings brought against Indemnitees to attack, review, set
Division
aside, void, or annul the decision of the Indemnitees concerning this
permit or any of the proceedings, acts or determinations taken, done, or
made prior to the decision, or to determine the reasonableness, legality or
validity of any condition attached thereto. The Applicant's
indemnification is intended to include, but not be limited to, damages,
fees and/or costs awarded against or incurred by Indemnitees and costs of
suit, claim or litigation, including without limitation attorneys' fees and
other costs, liabilities and expenses incurred by Indemnitees in
connection with such proceeding.