The URL can be used to link to this page

Resolution-PC 99-96RESOLUTION NO. PC99-96 A RESOLUTIOIV OF THE ANAHEIM CITY PLAt~NING COMMISSION RECOMMENDING THAT THE CITY COUNC~L FIND THAT 7HE APPLICANT HAS DEMONSTRATED ELIGIBILlTY TO ENTER INTO DEVELOPMENT AGREEM~NT NO. 99-01 BY AND BEIWEEN THE CITY OF ANAHEIM AND POIN7E ANAHEIM LLC, AND THAT THE AGREEMENT MEETS THE CRITEFtIA SET FORTH IN THE PROCEDURES RESOLUTION NO. 82R-565 WHEREAS, Article 2.5 of Chapter 4 of Division 1 of Title 7 of the Government Code of the State of California (hereinafter "Statute") authorizes a city to enter int~ a contract which is called a development agreement in order to establish with certainty what regulations will govern the consfruction of a deveiopment; and WHEREAS, the City of Anaheim, as a charter ciry, has heretofore enacted Ordinance No. 437% (hereinafter "Enabling Ordinance") making the City subject to the Statute; and WHEREAS, pursuant Yo Section 65865 of the Statute, the City heretofore eracted Resolution No. 82R-565 (hereinafter "Procedures Resolution") establishing procedures and requirements for the consideration of development agreements upon receipt of an application; and WHEREAS, pursuant to the authority set forth in California Government Code Section 65864 et. seq. of the Statute, City of Anaheim Ordinance No. 4377 and Resolution No. 82R-565 (Procedures Resolution), Pointe Anaheim LLC has heretofore submitted an application to lhe City for approval of Development Agreemert No. 99-01 (hereinafter the "Development AgreemenP') to vest certain project entitiements and further address the implementation of the Pointe'Anaheim project (the Development Agreement is provided as Exhibit A of this Resolution ar.d is incorporated herein). The Pointe"Anaheim project encompasses an irregularly-shaped area within the Anaheim Resort area, consisting of ten parcels totaling approximately 29.1 acres with frontages of approximately 585 feet on the east side of Harbor Boulevard, 1,483 feet on the south side of Freedman Way (future Disney Way), 887 feet on the west side of Clementine Street (future Freedman Way) and 726 feet on the north side of Katella Avenue (the Pointe•Anaheim project boundary map is attached as Exhibit B of this Resolution and is incorporated herein). The property which is the subject of Development Agreement No. 99-01 is shown in Exhibit A of the Development Agreement; and WHEREA~, at their May 19, 1999, meeting, the Anaheim City Planning Commission by its Resolution No. PC99-77 found and recommended that the City Council determine Ltiat the Mitigated Negative Declaration and Mitigafion Monitoring Plan No. 004, including the associated Errata, are adequate to serve as the required environmental documentation for General Plan Amendment No. 359, Amendment No. 4 to The Disneyland Resort Specific Plan No. 92-1 (including amendments to the Zoning and D~velopment Standards, the Design Plan and Guidelines and the Public Facilities Plan), Conditional Use Permit Plo. 4078 with Waiver of Code Requirement, and an Amendment to the Maheim Resort Public Realm Landscape Prograrrr and that the public hearing in connection with Development Agreement No. 99-01 was continued to the June 7, 1999, meeting; and WhiEREAS, through inadvertence and clerical error, the first Nofse mitigation measure on Page 9 and the last measure on Page 11 of tviitigation Monitoring Plan No. 004, identified as Attachment A to Resolution No. PC99-77, contained references to "family entertainment center' which were deleted, nunc pro tunc, by the Planning Commission on June 7, 1999, by Resolution No. PC99-92; and WHEREAS, pursuant to Section 65867 oF the Statute and Section 2.1 of the Procedures Resoluti:,~c, the Anaheim City Planning Commission did open a public hearing in the Anaheim Civic Center, Council Chamber, 200 South Anaheim Boulevard, in the City of Anaheim on May 19, 1999, at 1:30 p.m., cr3G5ich.doc ] PC99-96 notice of said public hearing having been duly given as required by law and in accordance with the provisions of the Anaheim Municipal Code, Chapter 18.03, which public hearing was continued to and held on the June 7, 1999 P~anning Commission meeting to hear and consider evidence for and ac~ai~st Development Agreement No. 99-01 an~ proposed Mitigated Negative Declaration and Mitigation Monitoring Plan No. 004, including the associated Enata, and to investigate and make findings and recommendations in connection therewith; and WHEREAS, the applicant has demonstrated that it meets the eligibility requirements of ~~ction 1.3 of the Procedures Ftesoiution to enter into the Development Agreement by showing that, upon completion, the Pointe'Anaheim project will result in the construction of up to 565,000 gross square feet of retail/dining/entertainment uses; two to three hotels comprising 1,050 hotel rooms/suites with approximately 86,985 gross square feet of related accessory uses (the hotel rooms/accessory uses would encompass a maximum of 923,800 gross square feet) and an approximate 141,200 gross square foot area on the top floor of the parking structure to be used to provide parking and/or hotel amenities serving guests and patrons of the Pointe`Anaheim hoteis only; up to three lheaters with a total of 4,600 seats for live pertormances or, alternatively, a 24-screen movie theater with 4,757 seats; and, a 1,600,OOG gross square foot parking structure with 4,800 striped parking spaces and 25 bus spaces with provision to park an additional 400 vehicles, which would bring the total number of vehicles that can be accommodated in the garage to 5,200 cars, and including a 21,600 gross square foot bus terminal/facility for airport transport and to/from sightseeing venues; and WHEREAS, the Development Agreement implements Amendment No. 4 to The Disneyland Resort Specific Plan; and WHEREAS, on May 19, 1999, the Planning Commission determined in Resolution No. PC99-79 recommending adoption of Amendment No. 4 to The Disneyland Resort Specific Plan, that tne amendment i~ consistent with The Disneyland Resort Specific Plan goals and policies and the General Plan as amended by proposed General Plan Amendment No. 359; that the amendment provides for the same types of land uses currently permitted or conditionally permitted by The Disneyland Resort S~ecific Plan for the project site; and that the amendment is compatible with the existing, approved and proposed visitor-serving uses in the surrounding Anaheim Resort area; and WHEREAS, the findings made by the Planning Commission in P.esolution No. PC59-79 demonstrate that the Development Agreement is consistent with the above-noted Deve!opment Agreement criteri~ set forth in the Procedures Resolution, specifically that the Agreement is consistent with the General Plan and The Qisney~and Resort Specific Plan, as proposed for amendment; compatible with the uses authorized in an~ t~e regulations prescribed for in The Disneyland Resort Specific Plan, as proposed f~r amendment; ;3nd, compatible with the orderly development of property in the surrounding area. Further, the Mitigated Negative Declaration includes ~ full analysis of the Pointe'Anaheim project which is discussed in the environmental impact analysis section of the June 7, 1999 staif report to the Planning Commission; and. WHEREF+S, pursuant to the Procedures Resolution, the Planning Commission, after due consideration, inspection, investigation and study made by itself, and after due consideration of all evidence and reports offered at said hearing, and further based upon lhe foregoing ~ecitals, does hereby find that the proposed Development Agreement No. 99-01 is: (A) Consistent with the General Plan of the City of Anaheirn as amended by proposed General Plan Amendment No. 359 (Resolution No. PC'99-78); and The Disney~and Resort Specific Plan No. 92-1 as amended by propr,sed Amendment No. 4 (Resolution No. PC99-79 as amended by Nunc Pro Tunc Resoluticr, No. PC99- 93); and cr3G51ch.duc Z PC99-96 (B) Compatible with the uses authorized in and the regulations prescribed for in the applicable zoning district; and (C) Compatible with the orderly development of property in the surrounding area; and, (D) NoF otherwise detrimentai to the health, safety and general welfare of the citizens of Anaheim. WHEREAS, lhe Anaheim City Planning Commission has reviewed the ~and use aspects of Developmer~t Agreement No. 99-01 and by its Resoiution No. PC99-95 has found and recommends that lhe City Council determine that the that the Mitigated Negative Declaration and Mitigation Monitoring Plan No. 004, including the associated Errata, are adequate to serve as the required environmental documentation for the proposed Development Agreement, based upon a finding by the Planning Commission that the declaration reflects the independent judgment of the lead agency; that it has considered the proposed M Mitigated Negative Declaration and Mitigation Monitoring Plan No. 004 together with any comments and responses received during the public review process; and, further finding on the basis of the Initial Study and the evidence presented that there is no substantial evidence, with the imposition of the mitEgation measures identified in Mitigation Moritoring Plan No. 004, that implementation of the proposed Development Agreement will have a significant effect on the environment. NOW, THEREFORE, BE IT RESOLVED, that pursuant to the above findings, the Anaheim Ciry Planning Commission does hereby recommend to lhe City Council that the applicant has demonstrated eligibility to enter into Development Agreement No. 99-01, and that the Agreement meels the criteria set forth in the Procedures Resolution. THE FOREGOING RESOLUTION was adopted at the Planning Commission meeting of June 7, 1999. ~tA G~~--~ CHAIR RSON PRO TEMPO E ANAHEIM CITY PLAPJNING COMMISSION ATfEST:n . . ~' / ~ Q ,.v 7 SECRE ARY, ANAHEIM C~NNING COMMISSION STATE OF CALIFORNIA ) :'~UNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, Edith L. Harris, Secretary of the Anaheim City Planning Commission, do hereby certify that the foregoing resolution was passed and adopted at a meeting of the Anaheim Ciry Planning Commission held on June 7, 1999, by the f'oilowing vote of the members thereof: AYES: COMMISSIONERS: BOSTWICK, BOYDSTUN, KOOS, NAPOLES, VANDERBILT NOES: COMMISSIONERS: NONE ABScNT: COMMISSIONERS: BRISTOL, ESPING IN WITNESS Vl~ 1EREOF, I have hereunto set my hand this ,~~ day of _ ~~.~ 1999. ` v~ SECRETARY, AN HEIM CITY PLAN ING COMMISSION cr3G51eh.doc 3 PC99•96 Mitigation MoniCoring Plan No. 004 Project: Pointe~Anaheim Page 11 Timing Measure Responsible for Monitorin be u~sed and frequency and duration of sampling, (6) method for evaluating data collect<.d from a sampiinp pro~ram, including threshold standarcJs for determining e(fectiveness of BMPs, and (7) additional measures, if r.ecessary, to increase the effocUveness of the BMPs to the threshold standards identified in C 1 above. Prior to issuance of each buiiding The property owneddeveloper shall submit landscaping and irrigation plans and an Irrigation Public Ulilities permit Management Program. This landscape plan shall include a maintenance prograrn to controi Department, Electric the use of ferti'~:zers and pesticides, and an irrigation system designed to minimize surface Services Adminisiration, n~noff and overvvatering. Additionally: Resource Efficiency; Community Services a. The landscape plans shall t>e prepared and ceriified by a licensed landscape architect. Department, Parks The landscape architect shall submit plans in accordance with Anaheim's Landscape Division; Planning Water Efficiency Orciinance and Guidelines. Department, Planning Division b. Tl~e Irrigaiion Management Program shali speci(y methods for monitoring ihe irrigatian syslem and shall be designed by an irrigation engineer (plans to be submitted in accordance with the Soecific Plan). The system shall ensure that irtigation rates do not exceed the infiltration of local soiis and that the application of fertiiizers and pesticides do not exceed appropriate levels of frequencies. c. The landscape and irrigation plans shall be developed to be consistent wilh the provisions of the Specifc Plan, which require ihat the maximum annual water allowanr,e for the project not exceed 80 percent of the mean annual evapotranspiration, ~r that the landscape imgation system fr ~lude w~ter-conserving fealures suc~ as low-ilow irrigati~n heads, automatic irrigation scheduling equipment, (low sensing controls, rain sensors, soil moisture sensors, and otherwater-conserving equipment. In addition, ail irrigation systems sliall be designed so that they wiil funclion properly with reclaimed water, if it should become available. On-going during Project operations The properiy owneddeveloper shail provide (ar the following: cleaning of all paved areas not Public Works Deparlment, maintained by the City of Anahefm including, but not limited to, private streels and parkir.g lots Streets and Sanitation on not less than a monihly basis. Using water to cleon streets, parking lots, and other areas Division shall be allowed on a periodic basfs if allowed in the applicanYs NPDES pertnit. Nightly washdown shall be allowed where a.~,visable to maintain safe and sanitary working conditions, if allowed in the property owner/d~veloper's and Cily's NPDES permit. Flushing debris, residue, and sediment down the storm drafns shail conform to the property owner/develope~s NPDES requirements. Property owneddevr.loper agrees that material deposited in City storm drains shall not be in violation of the City's NPDES permit. pemmplnn.doc 3.7-99 Mi4igation ~tonitoring Plan No. 004 Project: Pointe~Anaheim Page 12 Timing Measure;; Responsibie.:for _.: _. - Monitorin ' Prior to each final building and The property owner/developer shall submit a Certi~ca:e of Substantial Compietion, as Planning Department, zoning inspection described in the Specific Plan, which establishes that the landscape irrigation systems have Pianning Division been instalied as s ecified in the a roved landsca in and irri ation lans. To be installed with Project ~rater To reduce the projecYs demand on potabie water, the property owneddeveloper shall install Public Utilities mains; ard, to be connected if water lines on-site so that reclaimed water may be used for iandscape irrigation and other Deparlment, Water reclaimea water becomes available u oses. Services Administration CONSTRUCTION Damolition And Earthwork Prior to issuance of each grading The property owneNdeveloper shali submit Demolition and Import/E~cport Plans. The plans Public Works Deparlment, permii (for Import! Export Plan) and shall include identification of offsite locations for enaterial export frorn the project and options Traffic and Transportation prior to issuance of demolition for disposal of excess material. These options may inciude recycling of materials onsite, sale Division permit (for Demolition Pian) to a soil broker or contractor, sale to a project in the vicinity or transpoR to a~ environmentally cleared landfill, with attempts made to move it wiihin Orange County. The property owner/developer shail offer recyclable building materiais, such as asphalt or concrete for sale or removal by private firms or pubiic agencies for use in construction of olher projects, if not all can be reused on the project site. Trans ortatfon and Cfrculatlon Prior to issuance of ihe first building 7he property owneddeveloper shall submit a Traffic Mitigation and Construction Phasing and Public Works DeFartment, permit; and, Centrol Plan. The Traffic Mitigation, Construction Pha~i:~g and Control Plan shall identify the Tra~c and TranspoRation following: Division; Planning Department, Planning a. A Construction Stagin~ Area ~lan showing the location and size of the construction staging Division area. The Plan shall also show how the stzging area wili be screened from view in compliance with the City of Anaheim Municipal Code. Prior to approval of a grading plan or b. A Construction Barrier Plan showing the location and types of barriers that will be in place issuance of demolition or building during grading and construc~~on. Said plan shall provide for ail construction areas to be perrnits, whichever occurs first; and, screenEd from view, in compliance with the City of Anaheim Municipal Code and shall inciude provision for the type and height of the barriers to be placed aiong all construction perimeters prior to the commencement of demolitian, site preparation, or grading, whichever occurs first. Prior to approval of a grading plan or c. A Truck Route Pian identifyinc~ iru~;::outes along arterials, avoiding residential areas to issuance of demolition or building the extent feasibie and in compliance with the Sound Pressure Level Orclir~ance. The Plan permit, whichever occurs first; and, shall show conformance with the exlemal noise limits for conslruction between 7 p.m. and 7 a.m. Tlie Plan shall also prohibit constn~ction traffic on residential streets where improvements are not planned and shall provide measures to ensure that truck drivers are directed awa from residentiai streets 2nd travel on a roved routes onl . partunptan.aoo 5-7-99 Mitigation Nionitoring Plan No. 004 Project: Pointe~Anaheim Page 13 Timing Measure; Responsible for Monitorin' ~vleasures to assist in guiding truck movement on the arterial roadway system include, but Public Works Department, a~ e not limited to, provision of truck route maps to truck drivers and placement of Traffic and Transportation flagpersons and construction signage at appropriate locations. 7he Truck Rouie Plan shall Divisfon; Plannin~ provide for monitoring of street conditions and potential repairing and/or repaving by Department, Ca3e property owneddeveloper after completion of construction as required by the City Enforcement Division Engineer. This plan shall be adhered to throughout the project construction period. Prior to approval of a grading pian or d. A Construction Traffic Management Pian which includes mechanisms to reduce Public Works Department, issuance of demolition or building consiruction-related traffic congestion which shall be implemented during grad?ng and TraKc and Transportation permit, whichever oc~urs first; and, construction, inciuding, but noi limited to, the following: Division (1) Configure construction parking to minimize onsite and offsite traffic interference. (2) Minimize obstruction of through-traffic lanes. (3) Provide flagpersons to guide traffic, as deteRnined in ihe plan. Prior to approval of the first grading e. A Trip Reduction Plan for construction crew vehicles shall be prepared to reduce potential Pub~ic Works Depa~tment, plan; ahd, vehicle trips on the road and identify parking locations for construction employees and 7raffi° and Transportation equipment. Divisioi:; Planning Departm~~t, Planning Division Prior to issuance of the first building f. A Traffic Management Pian for phasing of ruadway improvements, specifying the Pubiic Works Department, permit; and, sequencing of construction to do the following: Traffic and Transportation Division (1) Coorciinate scheduling with other infrastn~cture improvements to allow them to be facilitated e~cient~y during roadway improvements; such as sewer, storm drain, and water line improvements. (2) Outline procedu~es for any required traffic detours during construction, including provision of tour bus stops. (3) Phase each roadway improvemer,t to allow access ta all existing businesses. In some instances this will require lane-by-lane renovation, temporary bypass roads, or traffic reroutes. (4) Employ vertical sharing as often as possible. This wi!I minimize the amount of road surface that will be disturhed at a given location. r~nPim.a« S•7•99 Mitigation Monitoring Plan No. OOd Project: Pointe~Anaheim Page 14 Timing ; Measure - ~tes onsible;for P ; <Monitorin' (5) Sequence the construction of each roadway improvenent ta minimize disruption to residents and businesses. (6) Estabiish offsite parking and staging areas, where practical and possible, to minimize the impacl to existing level of service on adjacent roadways. These offsite parking and staging areas wiil allow a dispersion of traffic flow to noncritical areas and wiil encourage bussing of construction workers from the offsite areas to the construction sites. (7) Identify how the project improvements construction schedules and haul routes wi11 be coordinated with other areawide improvements. The property owner/developer shall coordinate with the Convention Center and area hotels to ensure continued operations of these facilities, as well as the continued operation of the existing Disneyland theme park and Disneyland Hotel. Prior to issuance o( the first building g. An Infrastructure Coordination Pian showing how the projeci improvement constn~ction Public Works DepaRment, permit schedules and haul routes will be coordinated with other areawide improvemenis. The Traffic and Transportation property owneNdeveloper shall coorciinate with adjaceni uses to ensu~e continued Division operations of these facilities, as well as the continued operation of !he existing Disneyland theme park and Disneyland Hotel. On-going during construction The properly o~aneddeveloper shall submit a quarterly update reporl showing construction Puhlic Works Department, activities for the upcoming quarter which shaA include traffic mitiga4ion and control planning Traffic and Transportation and conslruction scheduling. Civision Prior to approvai of each grading The propeity owneddeveloper shall show how the project will be in compliance with the Traffic Public Works Deparlment, plan Mitigation and Conslruction Phasing and Control Plan. Traffic and Transportatfon Divisian and Development Services Div;sion On-going during construction If Anaheim Police Department or Anaheim TMC personnel are required to provide temporary Police Department; Public traffic controi services, the prope~ty owner/developer shall reimburse the ~ity, on a fair share Works Department, Traffic basis, if applicable, for reasonable costs associated with such services. and Transpoftation Division pammplnndoc S•7-99 Mitigation Monitoring Plan No. 004 Project: Pointe~Anaheim Page 15 Timing ' Measure Responsibte;for Monitorin '' AIr Quali On-going during construction The foliowing measures wili be followed by the property owner/dev~aloper to reduce air quality Planning Department, impacts: Building Division; Public Works Department, a. Normal wetting procedures or other dust palliative measureis shall be followe~~ during Development Services earth-moving operations to minimize fugitive dust emissions, in compliance with the City Division of Anaheim Municipal Cade. b. Roadways adjacent to the project shail be swept and cl~aared of any spilled export maierial at least twice a day to assist in minimizing fugitive dust; haul routes shall be cleared as needed if spills of material exported from the project site occur. c. Where practicable, heavy duty wnstruction equipment shall be kept onsite when not in operation to minimize exhaust emissions associated with vehicles repetitiously entering and exiting the project site. d. TrucKS importing or exporting soil material and/~r debris shall be covered prior to entering public streets. e. Manuaily imgate or activate irrigation systems necessary to water and maintain the vegetation as soon as planting is completed. f. Reduce traffic speeds on all unpaved roa~ surfaces to 15 miles per hour or less. g. Suspend all grading operations when wind speeds (as instantaneous gust) exceed 25 miles per hour and during second stage~ smog alerts. h. The project will comply with the SCASIMD Rule 402, which states tha4 no dust impacts offsite are sufficient to be calied a nuisance, and SCAQMD Rule 403, which restricts visible emissions from constNCtior,. i. Use low emission mobile constrv.ction equipment (e.g., tractors, scrapers, dozers, etc.) where practicable. ~ j. Utilize existing power sourcos (e.g., power poles) or clean-fuel generators rather than temporary power generators, where practicable. k. Maintain conslruction equiament engines by keeping them properly tuned. I. Use low sulfur fuel for e~auipment, to the extent practicable. pnmmplm.doc 5-7-99 Mitigation Monitoring Plan No. Oa4 Project: Pointe~Anaheim Page 16 7iming : , Measure ;: ;! _: Responsible for , Monitortn . ' On-going during construction The property awneddeveloper shall impiement the following to limit ~missions from Air Quality Management architectural coatings and asphalt usage: District; Planning a. Use nonsolvent-based coatings on buildings, wherever appropriate. Department, Building Division b. Use solvent-based coatings, where they are neces~ary, in ways that minimize solvent emissions. c. Encourage use of high-salid or water-based coatings. On-going during construction AII construction contractors shall comply with SCAQMD reguiations, including Rule 402 which Air Quality Management specifies that no there be no dust impacts offsite suKcient to cause a nufsance, and SCAQMD District; Planning Rule 403, which restricts visible emissions fr~m construction. Rule 403 was amended by the Department, Building SCAQMD after preparation of The Disneyland Resort EIR No. 311. Specific measures Division contained in the rule to reduce fugitive dust include the following a. Apply chemical stabilizers to disturbed surface areas (completed grading areas) within five days of completing grading or a~pty dust suppressants or vegetation sufficient to maintain a stabflized surface. I b. For open storage piles, appiy water hourly or coverwith temporary coverings. c. Waler exposed surtaces at least twice a day under calm conditions and as often as needed on windy days when winds are less than 25 miles per day or during very dry weather in order to maintaio a surface crust and prevent the release of visible emissions from the construction site. d. Wash mud-covered tires and under-carriages of trucks leaving construclfon sites. e. Provide for street sweeping, as needed, on adjacent roadways to remove dirt dropped by constniclion vehicles or mud which would otherwise be cartied off by trucks depariing project sites. Nolse On-going during demolition and Construction noise shall be limited by the property owneddevelaper to 60 dBA along the Planning Department construction , property boundaries before 7:00 a.m. and after 7:00 p.m. as govemed by Chapter 6.7, Sound Building Dfvision and Pressure Levels, of the Anaheim Municipal Code. Code Er.forcement Division pammptnn.doc S-7•99 Mitigation Monitoring Plan No. 004 Project: Pointe~Anaheim Page 17 Timing Measure Responsible for Monitorin On-going durng construction The property owneNdeveloper shall ensure that all intemal combustion engines on construction Planning Department, e ui ment are fitted with ro er1 maintained mufflers. Buildin Division H drolo v and Erosl~n On-going during grading operations The property owneNdeveloper shall implement standard praclices from all applicab!e codes and Public Works Oepartment, orciinances to prevent erosion. Development Services Division Prior to issuance o( each y.ading The property owner/develuper shall obtain required NPDES construction storm permits from Regional Water Quality permit the State Water Resources Control Board, if applicabie. Copies of the Notice of Intent or Control Boarcl; Pubiic permits, as appl?cable, shall be submitted to the City Engineer. Works Department, Development Services Divfsion Hazardous Materials On-going during demo~ition and In the event th2t hazardous waste, includinq asbestos, is discovered during site preparation or Air Quality Management construdion construction, the property owner!developer shall ensure that the identified hazardous waste Gistrict; Orange County and/or hazardous material are handled and disposed of in the manner specified by the State of Health Deparimen2; Cali(omia Ftazardous Substances Control Law (Health and Safety Code, Division 20, Chapter Planning Dapartment, 6.5), sccording to the requirements of the Califomia Administralive Code, Tille 30, Chapter 22, Building Division; Fire and the Uniform Fire Code, Article 87. Department, Environmental Protectfon A enc EMPLOYMENT, POPULATION, ANO HOUSING On-going during Project operations The property ownerldeveloper will aggressively recruit workers who are already part of the Planning Depariment, resident work force in the region. Impiementation of The Disneyland Resort Specific Plan will Pianning Division (urther efforts in offerin em lo ment o orlunities at various socioeconomic levels. PUBLIC SERVIGES AND UTILITIES Ffre Protectlon Prior to commencement oi stnir;!,~ral On-site fire hydranls shall be installed and charged, as required, by the property Fire DepaRment framing on each parce~ or tot owner/developer. Prior to approvai of each gradiny The property owner/developer shall submit an emergency fire access plan to ensure that Fire Department lan service to the site is in accorciance with Fire De aAment service re uirements. Prior to issuance of each building The property owneNdeveloper shall submit a Construction Fire Protection Ptan which shall Fire Department permit inciude detailed desifln plans for accessibility of emergency fire equipment, fire hydrant location, and any other construci(on features required by the Fire Marshal. The property owneddevetoper shall be responsible for securing facilities acceptable to ihe Fire DepaAment and h drants shall be o erational with re uired Tire flow. ~~,,,n,~i.~.a~ sa.~~ Mitigation Monitoring Pian No. 004 Project: Pointe~Anaheim Page 18 Timing Measure; Responsible. for , , ,. , Monitorin` . Prior to issuance of each building Pians shatl indicate that ali buildings, exclusive of open parking structures, shall have sprinklers Fire aepartment permit; to be implemented prior to inst4!led by property owneNdeveloper. each finai buiiding snd zoning ins ection Prior to Issuance of each building Pians shat: be submiited to ensure that development is in accorclance with the City of Anaheim Fire Department permit Fire Department Star~~+~rds, including: a. Ove~head clearance shall not be less than 14 feet for the fuli width of access roads. b. Bridges and underground stn~ctures to be used far Fire Department access shall be designed to support Fire Department vehicles weighing 75,OQ0 pounds. c. All underground tunnels shali have sprinklers. Water supplies are required at the entrances. Standp9pes shail also be provided when determined to be necessary by the Fire Department. d. Adequate offsite public fire hydrants contiguous to the Specific Plan area and onsite private fire hydrants shall be provided by the property owner/developer. The pre~ise number, types, and locations of the hydrants shall be determined during buiiding permit review. Hydrants are to be a maximum of 400 feet apart. e, f~ minimum residuai water pressure of 20 psi shall remain in the water system. Flow rates for public parking facilities shall be set at 1,000 to 1,500 gpm. Prior to issuance of the first building The property owneNdeveloper shail compiy with the Fire Protection Facilities and Paramedic Fire Department perrnit Servi~s ~r~~act Fee Program (per Ordinance No. 5496 and Rasolution No. 95R-73 dated ~Aay 16, '! 995). Prior to approval of street The water supply system shall be designed by the propedy owner/developer to provide Fire Department, Public improvement plans sufftcient fire flow pressure and storage for the propased land uses and fire protect!on in Utilities Department, accordance wiih Fire Department requirements. Waier Services Administration Prior to each final building and The property owner/developer shail place emergency telephone service numbers in prominent Fire Department zoning inspection locations as approved by the Fire i~epartment. On-goirg during Project operations The property owneNdeveloper shafi coordinate earthquake training with the Fire Deparlment for Fire Department hotel staff and other empioyees. ~_ pnnunplen.doc 5•7•99 iNitigation Monitoring Pian No. 004 Project: Pointe~Anaheim Page '19 Timing Mea. :re Responsible;for _. :'Monitorin" Prior to issuance of each buildinfl The property owneNdeveloper shali submit an earthquake emergency response plan for review Fire ~epartment permit for hotels and approval. Thai plan shall require posted notices in ail hote! rooms on earthquake safety procedures. Police Services Prior to issuance of the first building Plans shall be submitted showing the location of a police/security office identifiable and easily Police Department permit; and, accessible by the public (i.e., "store-front" type of space) aiong with dedicated parking spaces for Police Department employees working in the space within the projeci. site to 4he satisfaction of the Police ~epartment. Prior to the first final building and Said space shall be made available to the Police Department for permanent occupancy at no zoning inspection cost to the City. On-going during Project operations Pr~perty owneddeveloper shall staff the Project with the needed level of unifurmed private Police Department security officers working in pairs for patrol and surveillance of the facilities to the satisfaction of the Police Deparlment, including possibly 24-hour coverage. Prior to issuance of each building The Police Department shall review and approve the safety measures incorporated into the Police Department permit project including the parking structures. The security measures shalt include, but not be limited to, closed circuit television surveillance/ cameras and recording equipment or other substitute security measures as may be approved by the Police Department for the parking structures/facilities, lighting, and other defensible space measures thtoughout the project, as ~ determined necessa b the Police De artment. Solid Waste Prior to the ~rst final zoning and The property owneddeveloper shall submit project plans to the Directo~ ~:f Ulaintenance for Pubiic Works Oepartment, building inspection review and approval to ensure that 2he plans comply with AB 939, the Solid Was4e Reduction Streets and Sanitation Act of 1989, as implemented by the G;:y af Anaheim, the County oi Orange Integrated Waste Division Management Pian, and the City of Anaheim integrated Waste Management Plan. Prior to the first final zoning and A Soiid Waste Management Plan shail be submilted for rev;ew and approval by the property Public Works Department, building inspection; and, owner/developer to ensure that the project plans comply with AB 939, as administered by City Streets and Sanitation impiemented during Project of Anaheim, and the County's and City's Integrated Waste Management Plans. Waste Division operations management mitigation measures that shall be taken to reduce solid waste generation shail include: a. Detailing the locations and design of solid waste and recyclables storaye and collection facilities. P~~ie,,.a« S-7•99 Mit~gation Monitoring Plan No. 004 Project: Pointe~Anaheim Page 20 ; Timing , , Measure : - Responsible;for <::: Monitorin ` b. Complying with all Federal, State, and City reguiations for hazardous material disposal. c. Parlicipating in the City of Anzheim's voluntary `Recycle Anahe(m' program or other substitu:e propram as may be developed by the City. In o~der to meet the requirements of the Solid Waste Reduction P,ct of 1989 (AB 939), the property owner/developer shall implement numerous solid waste reduction programs including, but not limited to, the following: • Facilitating paper recycling by providing chutes or convenient locations for sorting and recyciing bins. • Facilit~:ing cardboard recycling (especially from retail areas) by providing adequate space and centralized locations for collection and baling. • Facilitating glass recyciing (especially from restaurants) by providing adequate sp~,ce for sorting and storing. • Providing trash compaclors for nonrecyclable materials, whenever feasible, to reduce the total volume of solid waste and the number of trips required for collection. • Prohibition of curbside pick-up within the Pointe Anaheim project. • Rec clin of landsca e reen waste. ~~ Schoo/s Prior to issuance of each building The property owner/developer shalt provide proof that school impact fees have been paid Plannir,g Deparlment, permit consistent with State statute. Building Division Prior to commencement of The property awneN developer shall coordinate with the Anaheim Union High School District to Planning Department, uses/activities authorized by incorporate a retaii training program into the Project for interested high school seniors. Planning Division Conditionai Use Permit No. 4078; and, on-going during Project o erations Prior to commencement of The property owneN developer shall coordinate with the school districts in Anaheim to Planning Oepariment, uses/activities authorized by incorporate a school program into the onsite theaters for the benefit of local school children. Planning Division Conditional Use Permit No. 4078; and, on-going during Project operations ~,~~i~.a« 3-7-99 Mitigation Monitoring Pia~ No. 004 Project: Pointe~Anaheim Page 21 Timing _ Measure ,Responsible,for WaterServfce ?Monitorin `' Prior to issuance of each building Among the water conservation measures to be shown on plans and implemented by the Public Utiiities permit; to be implemented priorto property owneddeveloper shall include the foliowin9~ Department Electric final building and zoning inspeclions , Services Administration Use of low-flow sprinkler heads in irrigation system , R~source Efficiency; Use of waterway re-circulation systems Community Services Department, Parks Low-fiow ~ttings, fixtures, and equipment, including low flush toilets and urinals Division Use of self-closing valves on drinking fountains Use of ~eclaimed water far irrigation and washdown when it becomes available Continuaiion of the existing cooling tower re-circulation system Use of efficient irrigation systems such as drip irrigation and automatic systems which use mofsture sensors Low-flow shower heads in heteis Water-efficient ice machines, dishwashers, clothes washers, and other water-using appliances Use of irrigation systems primarily at nighf when evaporation rates are lowest Provide information to the public in conspicuous places regarcling water conservation Use of water-conserving landscape plant materials wheret~er feasible Use of vacuum and olher equipment to reduce the use of water for vrashdown of exterior areas Prior to each finai zoning and Tne property owneddevetoper shall submit a certified water audit for landscape irrigation Public Utilities building inspection systems. Department, Electdc Services Administration, Resource Efficiency ~~„Pi~,.aa 5-7-99 Mitigation Monitoring Plan No. 004 Project: Pointe~Anaheim Timin9 Measu~ Prior to issuance of the first building , The property owner/developer shall comply with thi permit Fee Program (Rule 15E of the Water Utilities Rate: 95R-140, effective ~e tember 1, 1995 . Prior to approval of the Final Site The water backflow equipment and any other large Pian; and, prior to final building and plans to the satisfaction of the Public Utilities Depa zoning inspections underground vaulls nr behind the Setback Realm a ublic streets and all~s; and, the faciiities wiil be ii Prior to approval of the first Property oNneNdeveloper shail enter into an agree sutrdivision map or issuance of the City of Anaheim, to the satisfaction of the Ulilities [ first grading permit or building .~ffice, to fluarantee the propeRy owner/developer': perrnit, whichever occurs first ,rnprovements necessitated by the project. The ag ~ ihe pro~eriy owneNdeveloper to pay or cause to be improvr;m~~t; andlor construci said improvements ( Utilitics ~epartment, with reimbursement by nther t Ita:es, Rules, and Reguiations. Costs shall include ~•Lrvices for ihe prelimir~~ .y engineering, solls anal~ cu~~struclion and inspection, and any other related ~ uwn~ddeveloper shall submit an engineering repon by the Utiliiies Department se4ting forth the extent ~ imp,-ovements necessitated by the project for use ii property owner/devetoper shall at alt times periorm a reement. Wastewater/Sewer Serv/ce Prior to the first final building and The property owneddeveloper shail comply with thi zoning inspection Program for the South Central Cily Area (per OrcJinance No. 5490 and Resolution No. 95R-60 Design Division r dated April 1 S, 1995). This SCASDS Fee Program applies to the sewer discharge generated above the rate from the existing building footprints (priorto demolitfon) and up to the maximum of 639,000 peak gpd. This Fee Program does not apply and miligate the need of the reverse sewer line in Katella Avenue. Prior to the first finai building and A reverse-flow public sewer line shali be constructed in Katella Avenue from s point east of the Publi~ Works DepaAment zoning inspection I-5/Anaheim Boulevard to State Coilege Boulevarcl to accommodate the sewage flow in rxcess , Design Division of that projected from the land uses permitted by 7he Disneylend Resort Speci(ic Plan within the boundaries of Pointe Anaheim, which cannot be accommodated by current capacity. Line sizing and implementation of this measure will be as follows: • Analyze the Pointe Anaheim sewer flows with the City's updated Basin 8 model to determine local sewer impacts and downstream impacts to the Katella sewer system. ~~~t~,.a~ sa-~~ Mitigation Monitoring Plan No. 004 Project: Pointe~Anaheim Page 23 Timing Measure Responsible for Monitorin ` • Determine the size and limits of a new public sewer in Katella, east of Interstate 5, to intercept and redirect flows from the ASAMLUP tributaries. o Coordinate all anal sis, findin s, and conclusions for a roval with the Cil of Anaheim. Siorm Drains Prior to issuance of the first building The property owneddeveloper shalf comply with the Storm Drain Impact and Improvement Fee Public Works Department permit , Propram for the South Central City Area (per Orciinance No. 5491 and Resolution No. 95R-61 Design Division dated April 18, 1995); or, the City may enter into alternative financing arrangements with the _ ro ert owneNdevelo er rior to a roval of the first Gradin Plan. Electricf Prior to issuance of each building The property owneddeveloper shall submit plans showing that each of the projecPs buildings Public Utilities permit will comply with the State Energy Conservation SlandarcJs for New Residential 2nd Depa~tment, Electric Nonresidential Buildings (Title 24, Part s, Articie 2, Califomia Code of Regulations). Services Administration, Prior to issuance of each building In order to conserve energy, the pr~pertp o~vner/developer shall impiement numerous energy Resource Efficien Public Utilities permit; to be implemen!^d prior to saving practices (n compliance wilh Title 10, which may include the following: Department, Electric each final building and zoning Services Administratfon inspection . Consultation with the City energy-conservation experts for assistance with energy- , Resources Efficiency conservation design features. • Use of high-efficiencv air conditioning systems controlled by a computerized management system inctuding features such as a variable air volume system, a 100-percent outdoor air economizer cycle, sequential operation of air conditionfng equipment in accordance with building demands, isolation of air conditioning to any selected Ooor or floors. • Use of electric motors designed to consenre energy. e Use of special Iightfng fixtures such as motion sensfng light switch devices and compact fluorescent fixtures in place of incandescent lights. • Use of T8 lamps and electronic bailasts. Metal hallide or high-pressure sodium for outdoor li htin and arkin lots. Prior to issuance of the first building The propeRy owneNdeveloper shall instaii electricai and communication conduit and Public Ulilities permit s~~bstructures within the development site to provide for eleclrical distribulion to serve the Deparlment, Etectric various uses within the develo ment. Services Ad~ninistralion Prior to issuance o~ the first building The property owneNdeveloper shali pay fees in accordance wilh Anahefm's Electric Rates, Public Utilities permit Rules 8 Regulations for installation of backbone cables, switches and related facilities to Depnrtment, Eleclric rovide electrical distribution to the develo ment site. Services Admin(strat(on punmplen.doc 3-7-99 Mitigation Monitoring Plan No. 004 Project: Pointe~Anaheim Page 24 Timirg <F~easure Re§ponsible for _. , !Monitorin` Prior to issuance of each building The property owner/developer shall pay fees in accordance with Anaheim's Electric Rates, Public Utilities permit Rutes and Regula!ions for electrical commercial/industrial services for specific uses within the Department, Electric devetopment site. Services Administration Prior to the issuance of the first Analysis and validation of available electricity capacity will be conducted to the satisfaction of Public Uiilities buiiding permit the Public Utilities Department and, if deemed necessary, additional mitigation will be provided Department, Electric by the propeRy owneNdeveioperto the satisfaction of the Public Utilities Department, if the Services Administration I property owner/deveioper proposes to build the movie theater complex. ' Alatural Gas Prior to issuance of each building The property owneddeveloper shall submit plans which shall ensure that buildings are in Public Utilities permit conformanr,e with the Stata Energy Conservation Standarcis fc; nonresidential building (Title DepartmEnt, Electric 24, Part 6, Article 2, Califomia Admin;strative Codej. Services Administratior,, Resource E~cienc Prior to each final building and The prope~.ty owner/develcper shall implement a program (The Southem Califomia Gas Planning Department, zoning inspection Company has developed several programs which are intended to assist in the selection of the Building Division most ener~y-efficient water heaters and fumaces.), as required, to reduce the demand on natural gas supplies. Television Service/Rece fion Prior to issuance of the first building A pre-project s~udy of area television receptior. shall be undertaken by the property Planning Departme~t, permit ~wneNdeveioper to de4ermine baseline conditions; and, six months after topping out, a foll~w- Planning Division up study of area television reception sha(I be undertaken immediately hy the property owneddeveloper. If the City of Anaheim detemiines that the proposed project creates a si~nificant impact on broadcast television reception at local residences, a signal booster or relay system sfiall be instailed on the roof of the tallest project b~ilding to restore brnadcast television rece tion to its ori inal condition as soon as racticabie. HAZARDOUS MATERIALS Prior to approval of the first grading Investigation for the presence of cryptic tanks using aeophysical methods shall be conducted in Fire Departmenl, plan or issuance of the first the subject area 10~ the property owneddeveloper by a qualified environmental professional in Environmentai Pro4e~tion demolition permit, whichever occurs the ~reas of former service stations and those areas known or thought to have bean formeriy Section first occupied Gy USTs and where tank removal has not been verified prior to excavation or grading in these areas. Soil sampling or a soil organic vapor survey may be required if soil sampling resuits are not available or indicate contamination is present above regulatory L~uidelines. If warranted, subsurface investigation and sampling shall be undert~ken in the:p areas, =.nr~ appropriaie remediation i neasures developed, if necessa,y, i?efoi e demolition, excavation, or grading takes IacE in these areas. p~,~i~.a« s-~•~~ Mitigation Monitoring Plan No. 004 Project: Pointe~Anaheim Timing Measure Prior to removal of underground A permit shall bQ obtained from the Environmental Protection tanks ior removal of unde~ground tanks by the property owneddevel underground storage tank, a representative from the Fire Dep Protection Section, shall be onsite to direct soil sam lin . Un-gc •.±ur; ~; r.~,mediatior~ Remediation activities conducted on behalf of the property oH subsurface contamination not related to USTs shall be overse Department. Information on subsurtace contamination from a be provided to the Public Utilities Department, Water Service: Services. Prior to approval of the first grading The property uwneNdeveloper shall submit a pian for review ~ plan or is~uance of the first Department, which details procedures that wiil be taken if a pr demolition permit, whichever occurs unknown hazardo~~s materials or waste is discovered onsite. first ~ Prior to relocation of any The transformers shail be tested by the property owner/develc transformers within the Project boundaries that may contain PCBs which are being moved or relocated as art of ro'ect develo ment Prior to approval of a grading plan A subsurface investigation and sampling, if needed, shall be i environmental professional forthe property owner/developerl Utilities Department, Water Services Administration, Environr the former Chevron station's USTs and/or business practices the subject property. Prior to approval of a grading plan A physical inspection of the interiors of 1731-1741 and 1751-1 be renamed "Freedman LVay"), as well as the suROUnding grc qualified environmental professional for the property owner/df Orange County Health DeparlmenVAnaheim Fire Department ~o accuraieiy assess any tnvironmental Proteclion potential presence of hszardous waste materials at said properties. Where possibie, interviews Section with property owners and/or company representatives shall be conducted to obtain information on the hazardous materiai usage histories and handling practices of the sites and, if available, copies of contaminant invesligation reports shall be reviewed to evaluate the presence and level of hazarcious substances in the soil at each property. The results of this inves[igation shal! be submitted to the Orange County Health Department and the Anaheim Fire Department for review and approval. punmptm.aoc 5-7-97 Mitigation Monitoring Plan No. 004 Project: Pointe~Anaheim , Timing _ _ _ - _ If warranted, subsurface investigatio~ enviro~mental professional in coordi Appropriate rer~.ediation measures s excavation, or grading take ptace in On-going during abatement of LBP All aspects of Title 8, Califomia Cod~ manual demolition, manual scraping power tool cleaning with dust coilecti air purifying respirators shall be utili: aspects of Title 8, Califomia Code o1 employee exposure assessment res~ housekeeping, hygiene facilities and training in the hazards of working wi1 engineering controls, employer recoi procedures. On-going during demolition Appropriate disposal of lead and oth depending on waste characterizatior characterized based on Waste Extr Concantrations STLC , to determin~ VISUAL RESOURCES AND AESTHETICS Prior to approvat of ihe Final Site The property owneddeveloper shall Plan; to be implemented prior to and trash areas for the subject build final buildin and zonin ins ections Prior to approval of the Final Site The property owneNdeveloper shal! Plan prepared by a licensed landscape ai forthe installation and maintenance Prior to the finai building and zoning The property owneNdeveloper shaii inspeclion district, as adopted for the Anaheim Prior to submittal of the Final Site If the height of any building onsite i: Pian submitted in connection with Condit shall submit a shade and shadow ar demonstrating thatthe proposed str__._._,_, ____.._ ..__ _.___ _.,,.....__.._ _..___ _.._ _..___.. impacts on adjacent land uses. A significant shade and shadow impact wauld occur when outdoor active areas (e.g., eating areas along Harbor Boulevard, hotel/motel swimming pool areas, etc. or structures that include sensitive uses e. ., residences have windows that P~N~P1en.aoc 5-7-99 Mitigation Monitoring Plan No. 004 Project: Pointe~Anaheim Page 27 Timing ; Measure; . Responsibie for _ r ' ' ` ;Moniforin. normally receive sunlight are covered by shadows for more than 50 percent of the sunlight hours. If the analysis identifies shade and/or shadow impacts would occur and the building setback, architectura; massinc~ and landscape requirements provisions set fonh in Section 5.0, Design F~an of the Anaheim Resort Specific Plan, do not funckion as fef.;;~ble mitigation measures, additionai technical review of the structure(s) witl be reyuired. 7he height of all struclures shall not exceed the maximum height permitted by The Disneyland ResoR Specific Plan. Prior to approval of the Final Site The properly owneNdeveloper shall submit plans which detail the lighting system for the Planning Department Plan proposed project. The systems shall be designed and maintained in such a manner as to , Planning Division conceal light sources to the extent feasible to minimize light spillage and glare to the adjacenl uses. The plans shall be prepared and signed by a ticensed electrical engineer, with a letter from the en ineer statin that, in the o inion of the en ineer, this re uirement has Deen met. CULTURAL RESOURCES Pr.or to approval of each grading The property owner/develuper shali submit a tetter identifying the cerlified archaeologist that Public Works Department plan has been hired to ensure that the fotiowing actions are implemented: , Development Services a. The archaeoloyist must be present at ihe pregrading confarence in order te establEsh Division procedures for temporarily halling or redirecting work to permil the sampling, identification, and evaluation of ariifacts if potentia"y sfgnificant artifacts are uncovered. If artifacts are uncovered and deterrnined to be significant, the archaeological observer shall detertnine appropriate actions in cooperation with the property owneddeveloper for expioration and/or salvage. b. Specimens that are collected prior to or during the grading process wili be donated to an appropriate educational or research irstitution. c. Any archaeological work at the site shall be conducted under the direction of the certified archaeologist. If any artifacts are discovered during yrading operations when !he archaeological monitor is not present, flrading shall be diverted around the area until the monitor can survey the area. d. A final report detailing the findings and disposition of the specimens shall be submitted to the City Engineer. Upon completion of the grading, the archaeologist shall notify the City as to when the final report will be submitted. ~.~„Pi~.a~ 3•7•99 Mitigation Monitoring Plan No. C04 Project: Pointe~Anaheim Pafle 28 Timin9 Measure :: Responsible,for ::: ; >; , Prior to approval of each grading , ; ; The property owneNdeveioper shall submit a letter identifyin41 the certified paleontologist that :'Monitortn Public Works Department, plan has been hired to ensure that the following actions are impleinenied: Development Services Division a. The paleontologist must be present at the pregrading conference in order to establish procedures to temporarily hait or redirect work to permit the sampling, identification, and ovaluation of fossils if potentially significant paleontological resources are uncovered. If artifacts are uncovered and found to be significant, the paleontological observer shall determine appropriate actions in cooperation with the property own~ddevei~per for exploration and/or salvage. b. Specimens that are collected prior to or during the grading process will be donaled to an appropriate educational research i~stitution. c. Any paleontological work at the site shall be conducted under the direction of the certified paleontolo~is~. If any fossils are discovered during grading operations when the paleontoloy.cal monitor is not present, grading shall be diverted around the area until the monitor can survey the area. d. A final report detailing the findings and disposition of the specimens shall be submitted. Upon completion of the grading, the paleontologist shall notify the City as to when the flnat report wiil be submitted. ENERGY Prior to issuance of each buifding The property owneNdeveloper shall demonstrate on plans that fuel-efficient models of gas- Planning Department, permit powered buiiding equipm2nt have been incorporated into the proposed project to the extent Buflding Division feasible. pemmplen.doc S•7•99 ATTAC H M E N T~ MTTIGAZ'ION MONTTORING PLAN NO. 004 Project : Pointe~Anaheim Projcct Actions: General Plan Amendment No. 359 Amendment No. 4 to Thc Disneyland Resort Spccific Plan No. 92-1 Conditional Usc Pcrmit No. 4078 Amendment to the Anaheim Resort Public Rcalm Landscape Program Devclopment Agreemcn[ No. 99-01 Location: East of Harbor Boulcvard, South of Frecdma~i Way (future Disncy Way), West of Clementinc Strcet (future Frecdman Way) and North of ICatclla Avenue widiin District A and Portion of Parking District (East Parking Area)/C-R Ovcrlay of the Disneyland Resort Specific Plan This Mitigation Monitoring Plnn includcs those mitigation meusures upplicable to this project from Modified Mitigntion 14Ionitoring Progrum No. 0667 for thc Disneylund Resort Specific Plan (EIR Na. 311) and additional mitigntion mcusures us identificd in thc Mitigatcd Ncgutivc Bcclnration approvcd in cocjunMion rrith thc Pointe~Anuhcim E'rojcct. Tcrms and Dcfinitions: I. Propcrty Owncr/Dcvelopcr - Pointe~Mnheim, LLC 2. Projcct Dcstgn Fcntures (I'DF"s) - Mensures inarporotcd into the Pointe~tMaheim Project by lhc proPeRy owntt/developer wiU~ t}~c intent oCminimizing potcntiul rnvironmcnNl impecls. 7'he projxt dcsign fentures indudcd in U~is mitigation monitoring plan will bc implementcd as mitigntion mcusums. 3. Envf ronmental Eqaivelent/T(ming - Any Project Design Fcnturc or Mitigution Mcusure nnd liming thercroC, subject to the npprovul cf the City, which will have Uu snme or superior result and will heve the snme or superior efTecl on the environment. The Planning Dc~uutment, in conjunction with nny upproprinte agencies nr City depuAmrnts, shall determine lhe adequacy of eny proposed "environm~mtnl equivnlcndtiming" nnd, if dctertnined ncccssnry, mny refer snid dctertninnlion to Uu Plunning Commission. My costs nssocinted with infortnntion required in order to mnke e dctcrmination of environmentnl cquivn(ency/timing shall be bomc by the property owner/devcloper. StnIC time Cor reviews will be chnrged on n lime und muteriuls bnsis at lhe rate in the Citys adopled Pcc Schedulc. 4. Tfm(ng - T7~is is Uic point whcrc a mitigation mcasurc/projcct dcsign fcnrtvc must bc monitorcd Cor wmplinncc. In tlic case whcrc multiple nction ilcros nre indicated, il is thc first point whcTc complinncc associuted wilh the mitigntion mcasurcJproject dcsign fenturc must bc monitored. Once Uie initial uction ilcm has bcen complied with, no additional monitoring pursunnt to the MiGgation Monitoring Plan will accur, ns routinc Ciry pmcliccs and proccdures will cns~vc thut the intent oC the mensure/projccl design fcntwc hes becn complied with. for exnmplc, iC lhe liming is, "to be shown on approvcd building plmis" subscqucnt to iss~inncc aC thc building pcrmit consistcnt with Uie opproved plan4 will bc finnl building ond wning inspa4ons purs~wnt to lhc building ~xmut to cnsure compliuncc. 5. Responslbllfty for Monltorinq - Shnll mcun thnt wmpliuncc with thc subjcct midgalion mensure(s) s1~n11 bc rer,cwed nnd detcrmincd ndcquare by all d~~wrLnc~its listed for each miGgalion mcnswc. Outsidc public agcncy rcvicw is limitcd to those public agcncics spccificd in thc Mitigution Moniloiing Plnn which hevc pertnit nuUiority in conjunction witl~ thc mitigution mens~ue. G. Oegoing Mitigetlon Meesurcs - The mitigalion mcnsivcs thnt urc dcsignntcd to occur on nn ongoing basis ns pnrt of qiis Mitigation Monitoring Plnn will bc monitorcd in the fonn oC nn ann~1 Ictter f om the projx.~rty owncr/devcloper in Janunry of ench year demonsVuting how wmplinnce with lhe subject measuro(s) has been uchieved. When complinna with u mitigation mea.cucelproject design fwturc has bccn dcmonstratcd for a period of onc ycnr, monitoring of Uic mitigation mwsureJproject dcsign fcahve will bc dcemcd to be :.atisfied nnd no furiher monitoring will occ~v. For mitigetion mcnsures~projcet dcsign Cculures Umt orc to be monilorcd "Ongomg During Constniction", Uic nnnunl letler will mvicw thosc mitigation mcnsures/project design Ccutures only w~hilc conswction is occumng; monitoring will bc discontinu«i nllcr consWclion is complctc. A final nnnunl Icttcr will bc providcd at Uic closc of consWclion. 7. IIullding Pcrmlt - For pwposcs of Lhis Mitigation Moniloring Plnn, a building pctmit siwll bc deGned as any pemiit issued for coasWction oCa new building or structurol ex~wnsion or modification oC nny cxistiug building, but shall not includc nny ~xnnits requircd foe intcrior tcnnnt improvcments or minor edditions to an existing swcture or buildir.g. rnr,iMr~.,w.~oc sier~~ Mifigation Monitoring Fian fVo. 004 Project: Poir.te~Anahe~m Page 2 Timing >> - Measure' - 'Responsibte,for Monitorin LAND USE-RELATED PLANS AND POLICIES Prior to 2pproval of the Final Site Plans (including, but not limited to, a site pian, elevations, Iandscape plans and signage plans) Planning Department, Pian shall be submitted by the property owner/developer and wiU be reviewed for consistency with Planning Division The Disneyland Resort Spacific Plan. Prior to approval of the Final Site The property owner/developer will not seek to change the entitlements for the 1,050 hotel Plr.nning Department, Plan; and, on-going during Project rooms into any other use. These hotels rooms wiil be developed as an integral p~rt of the Planning Division; construction and operations Project, which will be developed in a continuous single phase. The design of the Project wili incorporate the hotels as integral components of the site plan, and the ProjecPs construction will be consistent with said plan. It is noted, however, that as a general rule, hotels can take longer to design, construct, fumish, equip and train operating personnel than other uses proposed in the Project. Notwithstanding, the property owneddeveloper anticipates and wil! use all reasonable aommercial efforts to open a majority (51% u. ~re) of the hotel rooms con:~~rrentiy with the gr~nd opening date for the retail, dining and entertainment components of the Project. Prior to the first finai building and The property ov~ner/develo?er shall 5ave been issued building permits and construi.4ion shall Planning Department, zoning inspection, certificate of have commenced on ihe remaining hotel room:;. Planning Division; occupancy, or commencement of any activities/uses autharized by I Conditional Use Permit No. 4078, and, As soon as praciical fnilcwing the The property nwneNdeveloper wili open the baiance of the hotel rooms. Plannir ~ Depa~tment, grand opening date for the rest of Planning Division; the Project, but in no event any later than 18 monihs after I commencement of any activities/uses authorized by Conditional Use Permi4 No. 4078 LAND tlSE COMPATIBILITY Prior to approval of the Final Site The property owner/developer shall submit plans detailing the setbacks for the parking Planning Department, Plan structures and landscaping plans which minimize compatibility impacts of the parking facilities Planning Division on surroundin ar~as, consistent with Section 5.8 of The Disne iand Resort S ecific Plan. Prior to issuance of the ftrsl building A pre-prnject study of radio transmission from the AM 1500 Highway Advisory Radio Planning Department, permit Transmission Tower located on the Fire. Station No. 3 site shall be conducted by the pro~eriy Planning Divisio~ owneNdeveloper to determine baseline conditions. Six mo~ths after topping out or any earlier time as determined necessaiy by the City of Anaheim, a follow-up study of radio tower transmissions .hall he undertaken immediately by the property owneddeveloper. If the City of Par.,mp~en aoc 5.7.99 Mitigation Monitoring Plan No. 004 Project: Pointe~Anaheim Pn~e 3 Timing Measure ' Responsible;for _ _ JMunitorin "' _ ., ;. Anaheim determines that the proposed project creates a significant impact on radio transmission, a signal booster relay system, tower relocation, or other soiufion as approved by the City of Anaheim shall be implemented by the property owneddeveir.per as soon as racticabie. TRANSPORTATION AND CIRCULATION Prior to issuance of each building Appropriate traffic signal assessment fees shall be paid by the property owneddeveloper to fhe Planning Depariment, permit City of Anaheim in amounts determined by the City ~ouncil Res~iution in effect at the time of Ruilding Division; Public issuance of the buiiding permit or credit given for City-authorized improvements. Works Depariment, Tra~c and Transportation Division Prior to approval of the first finai The property owneddeveloper shall irrevocably offer fnr dedication (with subordination of Planning Department, subdivision map or issuance of the easementsj, including necessary construction easements, the ultimate rights-of-way (as F'lanning Division; Public first building permit, whichever indicated in the General Plan Circulation Element) for the following arterial highway/street half- Works Department, occurs first sections on or adjacent to parcels under its ownersfiip to the City of An2heim: DevelopmenF Services Division a. Katella Avenue (to ultimate 8-lane facility) b. Harbor Boule~~arcl c. Disney Way (currently Freedman Way) d. Freedman Way (curcentiy Clementine Street) Within 120 days of acquiring If, a;ter the initial dedications, any additional parcels are acquired by the property Planning Department, properties adjacent to arterial oernerldeveloper adjacent 4o the arterial highway/street intersection half-sections included in Planning Division; Pubiic highways/street intersection half MM 3.3-3A of Modified Mitigation Monitoring Program No. 0067, the applicant shall notify the Works Department, sections City in writing of said acquisition and the ultimate rights-of-way for said properties shali be Development Services irrevocably offered for dedication to the City of Ariaheim. Division Prios~ to approval of the firsf grading A ph~~?~fg plan shall be submitted for rev'.ew and approval to the City Enpineer demonslrating Public Works nepartment, plan how the following improvements, as approved by the City Engineer, will be constructed by the Tra~c and Transportation property owner/developer. Division - Freedman Way/Pointe:~Anaheim driveway interseciion and signal; - f'reedman Way between Disney Way and Katella Avenue (including the median); and -Dr~ai westbound and norihbound Isft tum lanes :,i the interseclion of Disney Way and Freedman Way Prior to issuance of each building Appropriate traffic irnpact and improvement fees shail be paid by the property owneNdeveloper Planning Department, permit to the C'.',y of Anaheim in amounts determined by the Ciiy Cou~cil Resolution in effect at the Building Division; Public time of issuance of the buiiding permit with credit given for City-authorized improvements 1Norks Cepartrnent, Traffic provided by i~e properiy owner/dE~veloper, and, participa4e in all applicable reimb~rsement or and Transportation benefit districts which have been established. Division pm,imptan.aoo 5-7-99 Mitigation Monitoring Plan No. 004 Project: Pointe~Anaheim Page 4 Timing : , To be shown on street improvement plans; to be implemented prior to final building and zoning inspection for the arkin structure. Measure > i . ;; ; . ; Access roads leading up to the parking facilit~es shail be sized to accommodate traffic at peak hours, thereby substantially reducing the likelihood of backups onto City streets and freeway ramps. Responsibiefor Manitorin'' Public Works Department, Design Division Prior to issuance of the first building The property owneddeveloper shall fully fund the implementation of the SCOOT System at the Public Works Department permit Haster StreeUKa4ella Avenue intersection and along the Harbor Boulevard, Katella Avenue, , Trafiic and TranspoRation Disney Way, and Freedman Way corridors in the Anaheim Resort area. The specific Division improvement~ to be implemented are identified in Table a,.3-8. Property owneNdeveloper shall aiso fund the installation of SCOOT loop detectors at ail 16 I~cations as well as the instaliaiion of new 4raffic signal controllers and cabinets at the eight locations identified in Table 4.3-8 , which wili also include signai preemption for fire response vehicies. Implementation wili be to the satisfaction of the City Engineer. Pavement repair; if needed to provide additional conduit , will be provided by the property owner/developer to the satisfaction of the City Engineer. TABLE 4.3-8 LOCATIONS ~OR IMPLEMENTATIO~! OF SGOOT SIGNAL SYSTEM UPGF'iP.DE MITIGATIO'V MEASURE interseclion Install SCOOT Install 2070 Traffic Loop Detectors Signal Controller Ball 8~ Harbor X ~, Harbor & I-5 NB Ramps x ~ Harbor & I-5 SB Ramps X Harbor & Manchester X Harbor & Esplanade X Harbor & Disney Way X Harbor & Katella X Katella & Freedman X Katella ~ Haster X X Kateila & I-5 SB Ramps X X Katell;, & 1-5 NB Ramps X X Katella & Lewis X X Freedman & Disney Way X X Disney Way & I-5 SB Ramps X X Disney Way & Haster X X Freedman & Pointe Anaheim Access X x ~,~,,,,rid~.a« sa-~~ Mitigation Moni:onng Plan No. 00~ Project: Pointe~'~~,raheim _.._ ' - _ „ ____,. Page 5 Timing Measure Responsible;for ;. Prior to the first final building and , _ The PropeRy owneddeveloper shall provide proaf of participation in the Anaheim ` Monitorin:: Public Works Department zoning inspection; and, 7ransportation Network (ATN) , Tra~c and Transportation Division On-going auring Projec4 operations Every owner and/or lessee shall be a voting member of the Anaheim TranspoAation Network (A7N), subject to the terms and provisions of the by-laws and association rules of the ATN. Every owner and/or lessee shali participate in ATN coorclinated transportaticn demand management efforts designed to decrease traffic congeslion and increase ridesharing. Every ownsr and/or lessee shall financially participate in the operaticn of a clean fuel shut4le system, if established. Every owner and/or lessee shall designate an on-site contact who will be responsible for coordinatin with the ATN and im lementin all tri miti ation measures. Prior to approval of the Final Site A Parking Structure Layout and Signing Plan demonstrating a layout of required parking spaces Public Works DepaAment Pian and signage shall be provided to ihe Public V6'orks Department, Traffic and Transportation , Traffic and Transportation Manager, for review and approval. Divisfon Prior to `nal buildic;g and zoning The properiy owneddevetoper will imptement and administer a comprehensive Transportation Public Works Depariment inspection; and, o~-going during Uemand Management (TDM) prugram for all employees. Objectives of the TDM program shall , Tra~c and Transportation Project operations be to increase ridesharing and use of altemative transportatfon modes by guests and provide a Division menu of commute altematives for emptoyees to reduce project-generated trips. A menu of TDM program strategies and elements for future employee commute options . include, but are not fimited to, the following: • Onsite Service. Onsite services, such as food, r2ta~l, anr olher services be provitied. • Ridesharing. A cornputer listing of all employee members be developed for the purpose oi providing a"matchinfl" of empioyees with other employees who live in the same geo~raphic areas and who could rideshare. • Vanpooiing. A computer listing of all employees for the purpose of malching numbers of employees who I(ve in geograpt~?~ proximity to one another and could comprise a vanpool. • Transit P~ss. Southem Califomia Rapid Transit District and Orange County Transportation Authority (includfng commuter rail) passes be promoted through financial assistance and onsite sales to encourage employees to use the various transit and bus se~vices from throughout ttie region. •~;ommuter Bus. As commuter "express' bus service expands throughout the region, passes for use on these lines may be provided for employees who choose to use this I service. Financial inceniives be rovfded. pammplm.doc S•7•99 Mitigation Monitoring Plan No. 004 Project: Pointe~Anaheim Page 6 Timing Measure Responsible for ;.Monitorin • Shuttle Service. A computer list:ng of all employees living in proximity to the project be generated, and a local shuttle program offered to encourage employees to travel to work by means other than the automobile. • Bicycling. A Bicycling Program be developed to offer a bicycling altemative,o employees. Secure bicycle racks, lockers, and showers be provided as pa~t of this program. Maps of bicycle routes throughout the area be provided to inform potential bicyclists of these opiions. • Rental Car Ffeet. A"fleet vehicle' program be developed to provide employees who travel to work by means other than an automobile •~rith access t ~ automobiles in case of emergency, medical appointmenis, etc. 7his service would help employees use altemative modes of transpoitation by ensuring that they would be able to have persona! transportation in the event of special circumstances. • Guaranteed Ride Home Program. A program to provide employees who rideshare, or use transit or other means of commuting to work, with a prearranged ride home in a taxi, rental car, shuttle, or other vehicle, in the event of emergencies during the work shift. • Target Reduclion of Lor~gest Commute Trip. An incentives program for ridesharing and other altemative transportation modes to put highest priority on reduction of longest employee commute trips. • Stagger shifts. • Develop a'compressed work week' program, which provides for fewer work days but longer daily shifts as an option for employees. • Explore the possibitity of a"telecommuting' program that w~uld fink some employees via electronic means (e.g., computer with modem). . Develop a parking management program that provides incentives to those who rideshare or use transit means other than single-occupant auto to tr~vel to wortc. • Access. Preferential access to high occupancy vehicles and shuttles may be provided. ~ Financial Incentive for Ridesharing and/or Public Transit. (Gurrently, Federal law provides tax-free status for up to $60 per month per employee contributions tu employees who vanpuol or use public transit includfng commuter rail and/or express bus pools}. • Financial Incentive for Bicycli~g. Employees offered financial incentives for bicyciing to work. • Special "Premium" for the Participation and Promotion of Trip Reduction. Ticket/passes to special events, vacations, etc. be offered to smp!ayees who recruit other employees for vanpool, carpool, or other 4rip reduction programs. • Actively recruit prosp2ctive employees residing within a 30-minute commute shed. • Design fncentive programs for carpooling and other altemative transportation modes so as to put highest priority an reduction of longest commute trips. partunptnn.ax 5-7•99 E~CHIBiT A cr3651eh.doc d PC99•96 - EXHIBIT "A" PC99-96 _ A'HEN RECORDED RETURN T0: City Council City of Anaheim c/o City Clerk 200 S. Anaheim Blvd. Anaheim, CA 97.8~5 DRAFT D$VBLOPMBN'P AGRBFiM$NT N0. 99-01 B$TWSSPF TH8 CITY OF eINP.HSIM AND POINTB ANAHSIM LLC June , 1999 OC\951540029 TABLE OF CONTENTS Paae 1. DEFINITIONS ................................................ .2 2. PROPERTY, PURPOSE AND INTENT ............................... . 9 2.1 Property Description ................................. . 9 2.2 City Jbjectives ...................................... . 9 2.3 Developer Objectives ................................. . 9 2.4 Representation of Fee or Ec~uitable Ownership ......... . 9 2.5 Mutual Objectives .................................... 7.0 3. AGREEMENT AND ASSURANCES ................................... 10 3.1 Agreement and Assurance on the Part of Developer ........................................... 10 3.1.1 Development Assurances ....................... 10 3.1.2 Liquidate~ Damages for Delayed Performance .................................. 11 3.1.3 Landscaping and Lighting District ............. 14 3.2 Agreement and Assurances on the Part of the City ................................................ la 3.?,.1 Entitlement to Development ................... 14 3.2.2 Changes in Applicable Rules .................. 14 3.2.2.1 Non-Apolication of Changes in Applicable Rules .......................... 14 3.2.2.2 Changes in Uniform Code ................ 15 3.2.2.3 Changes Mandated by Federal or . State Law ................................. 15 3.2.2.4 Special Taxes and Assessments .......... 15 3.2.3 Agreed Changes and Otrier Reserved Powers ....................................... 15 3.2.4 Subsequent Development ....................... 15 3.2.6 Timing, Sequencing and Phasing of Development .................................. 16 -i- OC\991540029 T~LE OF CONTENTS (con't) Paae 3.2.7 Impact Fees; Credit for De~reloper Installed Facilities ......................... 16 3.3 Processing Fees and Charges; Extraordinary Processing Ccnsultant; and Environmental Review .............................................. 16 3.3.1 Processing Fees and Charges .................. 16 3.3.2 Extraordinary Processing Consultant .......... 17 3.3.3 Environmental Review ......................... 17 4. DEVELOPMENT PLAN ........................................... 17 4.1 Right to Develop Property ............................ 17 4.2 Comprehensive Integrated Development ................. 17 5. ANNUAL REVIEW; REIMBURSEMENT; DEFAi1LT; TERMINATION, AMENDMENT OR MODIFICATION; MANDAMUS; SPECIFIC PERFORMANCE ........................... 17 5.1 Annual Review ........................................ 17 5.2 Reimbursemeat of Costs ............................... 18 5.3 Default by Developer ................................. 18 5.3.1 Default ...................................... 18 5.3.2 Notice of Default ............................ 18 5.3.3 Termination For Failure to Cure Default ...................................... 18 5.3.4 Speci£ic Performance ......................... 19 5.4 Default by City ...................................... 20 5.a.1 Notice of Default ............................ 20 5.4.2 Specific Performance and Mandamus ............ 20 6. PLTBLIC BENEr^ITS ............................................ 20 6.1 Assemblage of Properties ............................. 20 '.2 Net Increase in Transient Occupancy Tax .............. 20 6.3 Increase in Retail Sales Taxes ....................... 21 - ii - TABLE OF CONTENTS (con't) Pacre 6.4 Increase in Property Taxes ........................... 21 6.5 Resort Area Traffic Improvements .....................21 6.6 Police Substation,,,,,,,,,,,,,,,,,,,,,,,,,,,, 21 6.7 Theatze Program for School Ch.ildren ..................21 7. GENERAL PROVISIONS .........................................22 7.1 Effective Date .......................................22 7.2 Term .................................................22 7.2.1 Basic Te-rm ...................................22 7.2.2 Early Terminati~n of Agreement ...............22 7.3 Force Majeure~ Extension of Time of Performance .........................................22 7.4 Applicable Law .......................................23 7.5 Amendments ...........................................23 7.6 Ass=gnmer,~ ...........................................23 7.7 Mortgagee Rights ....................................24 7.7.1 Encumbrances on the Pointe Anaheim Property and this Agreement ..................2? 7.7.2 Mortgagee Protection .........................24 7.7.3 Mortgagee Not Obligated ......................24 7.7.4 Notice of Default to Mortgagee; Right of Mortgagee to Cure ...................25 7.7.5 Bankruptcy ...................................25 7.7.6 Tennination Subject r_o Mortgagee Rights .......................................26 7.7.7 No Cancellation ..............................26 7.7.8 Modification of Development Agreement ....................................26 7.7.9 New Agreement Upon Default by Developer ....................................26 - iii - TAFiLE OF CONTENTS (coa't) 7.7.10 Separate Agreement ................. P ve ..........27 7.7.i1 Material Notices .............................27 7.7.12 Mortgagee Right to Assign .................... 27 7.8 Covenants ........................................... 28 7.9 Implementation ...................................... 28 7.10 RelationsY~ip of the Parties ........................ 28 7.11 Cooperation in the Event of Third Party Litigation ............... ........................... 28 7.12 *lotices ............................................ 29 7.13 Recordation ........................................ 30 7.1•' Developer Hold Harmless ............................ 30 7.i5 Insurance .......................................... 30 7.16 Successors and Assignees ........................... 31 7.17 5everability ....................................... 31 7.18 Time of the Essence ........... .....................31 7.19 Waiver ............................................. 31 7.2~ No Third Party Beneficiaries .......................31 7.21 Expedited Processing ............................... 31 7.22 Requests for Payment ...............................32 7.23 Entire Agreement ................................... 32 7.24 Conflict of Laws......... .......................... 3;.. 7.25 Legal Advice; Neutral Interpretation; Headings and Table of Contents ......................32 7.26 Counterparts ....................................... 33 -iv- DE4'SLCF23$NT AGRfiEMfiNT N0. 99-01 BY AND BSTWBSN TFIE CITY OF ANAH$TM AND POINTE ANAHfiI:S L.L.C. This Development Agreemer.t No. 99-01 ("Agreement") is made and entered into this day of June, 1999, by and between the City of Anaheim, a charter city and a municipal corporation duly organized and existing under the Constitution and the laws oi the State of California ("City'~), and Pointe Anaheim L.L.C., a Delaware limited liability comoany ("Developer"), whose managing member is Western Asset Management Arizona, L.L.C., pursuant to the aut.hority set forth in section 65864 et seq. of the California Government Code (the '~Development Agreement Act"), the City's inherent power as a charter city, section 18.04.120 of the Anaheim Municipal Code (the "Enabling Ordinance"), and the Development Agreemeiit Act implementing procedures adopted by the City in R~:solution No. 82R-565 (the "Procedures Resolution"). The definitions contained in Section 1 shall apply to the recitals conta~.ned herein. R$CITALS WHEREAS, the City and Developer recognize that development of the Project will create significant opportunitiAs for economic growth in the City and the region; and WHEREAS, the Project will provide new Hotel Rooms and Retail, Dining and Entertainment Uses in The Disneyland Re~ort Specific Plan geugraphic area which will provide new General Fund revenues intended to offset incremental City costs associated with such uses; and WHEREAS, the Project will provid.e development fees and a financing vehicle for improvements to the public infrastructure which will provide area-wide benefits for The Disneyland Resort SpeciEic ^Ian, Anaheim Resort Specific Plan and Hotel Circle Speci.ric Plan geographic areas as well as provide City infrastructure, parking and otner public facilities needed to stipport the Project; and WHEREAS, Developer, in c~nsideration of the benefits and opportu.nities provided to Developer by the Existing Approvals and the cooperation and assistance of the City in connection therewith, will provide assurances to the City that the p~~lic infrastructure, amenities and design features of the Project are implemented in a timely manner as set forth in the E:s:sting Approva].s and Mitigation Measures; and ocse~saoozs 06/04f99 230427-0001 WHEREAS, in order to provide certainty and render 3evelopment of the Project mor~ fea~ible in light of the large capital investment and time necessary to coordinate and implement the Px•oject, Develoner requires assurance from the City that the go~ernmental entitlements to use contained in the Existing Approvals shall, to the extent specified herein, not be amended or supplemented witit fees, burdens and exactions not othexwise permitted by this Agr~:ement and to the extent such are within the authority of the City to impose; and WHEREAS, Developer also recognizes and agrees that in extending these benefits to Developer, the City must re:aiz the Rese•rved Powers; azd WHEREAS, the direct and indirect benefits the City ek-pects to receive pursuant to this Agreement tor its existing and fuCure residents include, but are not limite3 to, participation of Developer in ~he funding and dedication to the City and other public agencies of certain public improvements and facilities to mitigate the impacts of the Project and to assure completion of improvements re~uired in the Existing Approvals; ard WHEREAS, the City has evaluated previously certified EIR No. 311 and the Addendum thereto approved by the City or_ October 8, 1996, which environmental documents f.ormed the basi.s for "tiering" as provided for in CEQA, and has required of beveloper aaclitional technical studies to assess potential impacts of the Project, which studies concluded that the Project will not result in any significant environmental impacts after implementation of the Mitigation Measures; and WHEREAS, for the foregoing reasons, the Pa:-ties desire to enter into this Agreement. NOW, THERBFORE, in consideration of the premises and mutual promises and covenants herein contained and other valuable consideration, tl~e receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows: 1. DEFINITIONS. 1.1. ^Affiliate of Developer° or °A£filiata^ means a sole proprietorship, limited liability company, partnership, limited partnership, joint venture, trust, unincorpo-rated oraanization, association, corporation, institutior~, or any other entity contralled by the Developer or with wiiich the L)eveloper has contracted for any of the following purposes: (i) financing and construction of the Project Elements; (ii) ~tfectuating any transaction on behaJ,f of or in - 2 - oc~as~saooze D8iU4/99 230427-0001 conjunction with Developer; or (iii) directing the management and/or carrying out the policies of the Developer with respect to the timely comgletion of the Project, provi.ded that such entity must have a net worth and relevant experience Co enabZe such entity to carry out its apolicable function. 1.2. ~~AMC" means the Anaheim Municipal Code. 1.3. "Anahei.m Resort" means the area of approximately 1,051 acres in the City whicn is designated in the General 21an for Commercial Recreation land uses. The Anaheim Resort encompasses The Disneyland Resort Specific Plan No. 92-1, the Anaheim Resort Specific Plan No. 92-2, and Hotel Circle Specific Plan No. 93-1 geographic areas. 1.4. ^Ana}xeim Resort Specific Plan" means the Anaheim Resort Specific Plan No. g2-2, as amended from time to time by the City. 1.5. ^Annual Raview^ means the annual review process a~ described in Section 5 of this Agreement. 1.6. ^Applicable Rules" means (subject only to the qualificatioas set forth herein with respect to Fees) the rules, regulations, ordinances and officially adopted plans and policies of the City in farae as of the Effective Data, including without licnitation, General P1an Amendment No. 359, The Disneyland Resort Specific Plan and the remainder of the Existing Approvals. Notwithstanding this Section 1.6 or any other prova.sion of this Agreement (i) all duly adopted codes, regulations, specifications and standards regarding the design and constructior_ of public works facilities, if any, shall be those that are in effect at the time the plans for such public works facilities are being processed for approval and/or under construction, and (ii) except as expressly set fortn in this Agreement with respect to Impact Fees and Proceasing Fees and Charges applicable to the Project, App].icablc Rules s:iall mean and inclufle only those Fees in effect as oi the Effective Date. 1.7. ^Approved Plans^ means Che preliminary conceptual design and configuration of the Project, including elevations and renderings approved by the City Council on June , 1999 and contained in Reviseu Exhibits 1-5 and Exhibits 6-14 of Conditional Use Permit No. 4078. 1.8. "CBQA" means the California Environmenl-al Quality Act (Cal. ?ublic Resources Code sections 21000 et seg.), the State CEQA Guidel:~nes (Cal. Code of Regs., :itle 14, sections 15000 et seg.) and City CEQA Guidelines. - 3 - oCt.ysisaoazs osroa~ zsoaz~.oooi 1.9. ~~City Agency" means each and every agency, departmen~, board, commission, authority, employee, and/or official acting under the authority of the City, includiny without limitation, the City Council and the Planning Commission. 1.10. "City Attorney^ means the City Attorney of t:~e City. 1.11. ^City Council" means the City Council of the City. 1.12. ^City Manager" means the City Manager of the City. 1.13. "Commencement of Construction" means tne date upon which the first building permit is issued and construction commences for any Hotel Rooms or REtail, Dining and Entertainment Uses, ex.cluding building permits for the Parking Facility, pemiits (whether building, right-of-way, public works or other permits) for wozk not within the boundaries of the Pointe Anaheim propcrty, demolition permits and grading permits for any of the Pointe Anaheim Property. 1.14. ^Con3itions of Approval~ means those Conditions of Approval for the Project adopted by the City Council on June _, 1999, by Ordinance No. and Amendment No. 4 to The Disneyland Resort Specific Plan, and Resolutioiz No. 99R- approving Conditional Use Permit No. 4078, attuched hereto as Exhibit 1.15. ^Construction Period" means the time pariod during which the Project is constructed pursuant to the Constrsction Schedule. 1.16. ^Construction Schedule" means that construction schedule for the Project as established in the Existing Approvals. 1.17. ^Counsel~ meaizs the counsel retained by Developer to represent Developer and to assist the City ir~ con.zection with any Litigation. 1.18. "Discretionary Action° mean: an action which requires the exercise of judgmen*., deliberation or a decision on the part of the City and/or any City Agency in the process of approving or disapproving a particular activity, as distinguished from an activity which merely requires the City and/or ;ny City Agency to determine whether there has been compliance with statutes, ordinances or regulations. Discretionary Actions shall not include any Ministerial Permits and Approvals. 1.19. ^Development Plan" means the land use entitlements described in the Existing Approvals. - 4 - OCt~9tsaoo2~ 08N4(99 Zl0427-0001 1.20.~~Effective Date" means the date no later than 10 days following execution of the Agreement by the Mayor on which this Agreement is recorded with the County of Orange Registrar-Recorder~s Office. 1.21. "Existing Approvals" means those approvals adopted by the City Council on June , 1999, including General Plan Amendment No. 359, Amendment No. 4 to The Disneyland Resort Specific Plan, the Amendment to the Anaheim Resort Public Realm Landscape Program, and Conditional Use Permit No. 4078, and the Mitigation Measures and the conditions of approval adopted for such actions. 1.22. pExtraordinary Processing Consultant° means a consultant selected by the City to coordinate and expedite processing of applications for all ar any Ministerial Permits and Approvals and all or any Discretionary Actions applicable to the Project at the expense of Developer. 1.23. ^Fees~ means Impact Fees, Processing Fees and Charges and any other fees or charges i.mposed or collected by the City as of the Effective Date. 1.24. ^Fiaance Agreement~ means a future agreement, if any, by and between the City and Developer related to financing of any portion of the Project. 1.25. "~~en.eral rlan" means the General Plan of the City. 1.26."Hotel Room" means a hotel guest room or suite as defined iz Section 18.78.030.0602 or 18.78.030.0603 of The Disneyland Resort ;pecific Plan as of the Effective Date. 1.27. "Impact Fees~ means impact fees, linkage fees, exactions, assessments or fair share charges or other similar impact fees or charges imposed on and in connection with new development by the City pursuant to rules, regulations, ordinances and policies of the City. Impact Fees do not include (i) Processing Fees and Charges, or (ii) other City-wide fees or charges of general applicability, provided that such City-wide fees or charges are not imposed on impacts of new development. 1.28. "Inspectioas~ means all field inspections and reviews by' City officials during the course of construction of the Project and the processir.g of certificates of occupancy (permanent or temporary). 1.29."Landscaping and Lighting Districtp means a landscaping and lighting district established under a City ordinance or applicable - 5 - OC1991540029 OGI0459 zsoan~ooos provisions of the California Strezts and Highways Code for the purpose of funding maintenance costs, above the City~s standard level, for entry monumentation, decorative lighting, bus shelters, enhanced landscaping, benches, kiosks and other street ~eatures in public rights-of-a~ay within the Anaheim Resort. 1.30. ^Lease~ means a ground lease having a base term of thirty-five (35) years or longer, not including optional terms or extensions. 1.31. "Litigation" means any lawsuit (including any cross-action) filed against the City and/or Developer to the extent such lawsuit challenges the validity, implementation or enforcement of, or seeks any other remedy directly relating to, all or any part of the Existing Approvals, this Agreement or the Finance Agreement. 1.32. ^Ministerial Permits and Approvals° means the nondiscretionary permits, approvals, plans, inspections, certificates, documents and licenses required to be taken, issued or approved by the City in order for beveloper to implement, develop and construct the Project and the MitigaCion Measures, incltiding without limitation, building permits, public works permits, grading permits, encroachment permits and other similar permits and approvals. 1.33. "Mitigation Measures° means those Mitigation Measures set forth in the Mitigated Negative Declaration and Mitigation Monitoring Plan No. 004 adopted by City. 1.34. "Mitigated Negative Declaration" or °bII~TD" means the Mitigated Negative Declaration approved by the City on June_, 1999. 1.35. "Mortgage^ means an instrument or iastruments securing one or more financings by the Developer with respect to the construction, development, use or operation of the Project, and includes whatever security instruments are u::ed in the locale of the Project, including, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements and other documents required pursuant to the Uniform Com- mercial Code. 1.36 ^Mortgagee" means one or more holder.s of the beneficial interest and secured position under any Mortgage. 1.37 ^Multiplex Theatre Complex^ means a building or buildings containing three theatres with a total of 4,600 seats for live perforn~ancPs, or alternatively, a 24-screen movie theatre with 4,757 seats. oc~is4oazs OBNaA9 2]W27-0OOt - 6 - 1.38. "Parking Facility^ means a 1,600,U00 gross square foot parking structure containing 4,800 striped parking spaces and 25 bus spaces w=th provision to park an additional 40G vehicles which would bring the total number of vehicles that can be accortunodated in the garage to 5,200 cars and including a 21,600 gross square foot airport and sightseeing bus terminal/facility built in conjunction with the Project, whether owned by Developer, the City or any other entity. 1.39. "Parties^ means collectively De~~eloper and the City. 1.40.^Party^ means any one of DeveZoper or the City. 1.4.1."ylaintiff" means any party seeking relief or compensation through Litigr..tion, whether as plaintiff, petitioner, crc~ss- ccmplair.ant or otherwise. 1.42. "PZanning Coa~ission" means the Planning Commission of the Citv. 1.43."Planning Director" means the Planning Director of the City. 1.44. ^Pointe Anaheim Overlay^ means those regulations and guidelines established by Amendment No. 4 to The Disne.~l~nd Resort Specific Plan to provide for the developmer.t of the Project. 1.45."Pointe Anahaim Property" means that real property owned in fee, equitably owned, under Lease or option by Developer, or. an Affiliate of Paveloper, within tiie geographic ar,ea encompassed by the Pointe Anai:cim Overlay together with any additional property acquired in fee or by Lease by Develaper within the Pointe Anaheim Overlay geographic area following tY,e Effective Date and annexed to the Pointe Anaheim Property in accordance with the provisions of Section 2.1. 1.46.^Processing Fees and Charges~ neans all processing fees and cnarges required by the City including, but not limited to, fees for land use applications, Project pennits, building applications, building permit:,, grading permits, encroachment permits, *.ract or parcel maps, lot line adjustments, air zight lot~, street vacations, certificates of occupancy and other similar permits. Processing Fees and Charges shall not include Impact Fees. 1.47."Project" means those uses identified and described in the Existing Approval~. 1.48."Project Elem~nts" means the specific land uses permitted by the Existing Approvals and other accessory uses, infrastructure - 7 - oC~s~saoo29 oeroa~a rsoaz~-0oo~ improvements and private or public facilities contained in the Existing Approvals. 1.49. "Resarved Powers~ means the rights and authorir.y excepted from this Agreement's restrictions on the City's police powers which are reserved to the City. The Resexved Powers include the power to enact and implement rules, regulations, ordinances and policies after the Effective Date that may be in conflict with the Applicable Rules, which either (1) prevent or remedy conditions which the City has found to be injurious or detrimental to the public health or safety; (2) are Uniform ~odes; (3) are necessary to comply with stare and federal laws, rules and regulations (whether enacted previous or subsequent to the Effective Date) or to comply with a court order or judgment ef a state or federal court; (4) are agreed to or consented to by Developer; (5) involve the fox~nation of assessment districts, Mello- Roos Community Facilities Districts, special districts, maintenance districts ~r other similar distr.icts formed in accordance with applicable laws provided, however, that Developer shall retain all its rights with respect to such districts pursuant to all applicable laws; or (E) are Processing Fees and Charges or City-wide fees or charges of general applicability provided that such City-wide fees or chaYges are not fees or charges imposed on impacts of new development in violation of the express limitations set forth in this Agreement. 1.50. "Retail, Diniag and $ntertainmeat IIses" means those retail, dining and entertainment uses built or caused to be built by Developer on the Poinre Anaheim Property in accordance with the Existing Approvals. 1.51.'~Right(s)-of-Way" means any right(s)-of-way or other real property interest necessary to access, construct, maintain, perform and/or operate any of the Mitigation Measures or Conditions of Approval excluding the land required for the Parking Facility. 1.52. "Sectioa° means tre indicated section or subsection number of this Agreement. 1.53. "Term" means the period of time during which this Agreement shall be in effect and shall bind the City an.d Developer. 1.54. °The Disneyland Resort Specific P~an" or °Specific Plan4 means The Disneyland Resort Specific Plan No. 92-1 (including zoning and development standards) as approved by the City and as amended on or before the Effective Date. 1.55. °Uniform Codes° means those building, electrical, mechanical, fire and other similar regulations which are applicable - 8 - OCL991SW029 08/OM1193 230427-0001 throughout the City, including, but not limited to, the California Building Standards Code incorporating or referring to the Uniform Building Code, the National Electrical Code, the Unifo`-m Mechanical Code, and the Uniform Fire Code (including those amendmen*_s to the nromulgated uniform codes which reflect local modifications by the City, which modifications are applicable City-wide). 2. PROPERTY. PIIRPQSE AND INTBNT. 2.1 Propertv Descri~tion. The property which is the subject of this Development Agreement is the Pointe Anaheim Property which is particularly described in Exhibit A hereto. To the extent permitted by the Development Agreement Act, Developer shall have the right to annex additional property located within the Pointe Anaheim Overlay into the existing Pointe ?lnaheim Property and subiect such property to the terms of this Agreement, provided that Developer shall (i) provide to the City notice of tne purcha;a or Lease of such additional property by Developer or an Affiliate of Developer, (ii) provide to the City evidence of Developer's or an Affiliate's owne.rship, Lease or other interest in such additional property, and (iii) record in the OfficiaZ Records of the County of Orange a Declaration of Annexation which provides that the additional property, which is described in such Declaration, is now subject to the Agreement, effective upon compliance with the requirements of this Section 2.1. 2.2 Citv Obiectives. The City nesires that the Pointe Anaheim Property be developed as provided for in the Existing Approvals to: ii) create additional :etail sales and transient occupancy tax base for the City, (ii) provide additional quality Hotel Rooms and Retail, Dining and Entertainment Uses that will expand on existing and planned tourist attractions and theme park uses and will cause Anaheim visitors to extend the length of their stays in Anaheim; (iii) provide a fully integrated and coordinated development based on comprehensive planning principles; (iv) assure that the Project will be developed as described in the Existing Approvals; and (v) max.imize the opportunity for site assemblage in a key porti.on of the Resort Area. 2.3 Develooer Obiectives, This Agreement is necessary ta assure Developer that the Project will not be (i) reduced in density, ir.tensity or use; and (ii) subjected to new rules, regulations, ordin3nces or official policies or delays which are not permitted by this Agreement. 2.4 Representation of Fee or Aauitable Ownershio. Developer represents that it owns, directly or through its Affiliates, the fee, equitable interest or J,ease interest or option to purchase or Lease in the real property l~sted in Exhibit A hereto or annexed hereto - 9 - oCwsisaooze 08/04/99 23042T-0W t pursuant to the procedures set forth in Section 2.1, ail of which real property lies witkiin the geographic area of the Pointe Anaheim Overlay. 2.5 Mutux~l obiectives. Development of the Project in accordance with this Agreement will provide the assurances required for the subseguent private acquisition of multiple parcels of land and tha orderly, coordinated and integrated development of the Project in accordance with the goals and objectives set forth in the General Plan and the Specific Plan. Moreover, this Agreement provides additional assurance to the City and Developer that the installation of necessary improvements will occur in the manner set forth in the Existing Approvals and otherwise achieve the goals and purposes for which the Development Agreement Act was enacted. The Parties believe that such an orderly, coordinated and integrated developmen~ of the Project will provide many public benefits to the City, including without limic;:tion: development of under-utilized and legally non-conforming properties and uses, increased tax revenues, land assemblage, increased transient occupancy tax, installation of on-site and off- site improvements, and job creat_on. Additionally, this Agreement provides the City with Reserved Powers that will enable the City to comply with applicable state and federal laws, to take action to prevent or remedy conditions found to be injurious or detrimental to the public health or safety, and to take other actions in the public interest. AGR$ffi~NT AND ASSIIRANCBS. 3.1 Aqreement and Assurance on the Part of Develover. In consideration for the City entering into this Agreement, and a~ an inducement for the City to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the purposes and intentions set forth in Section 2 of this Agreement, Developer hereby agrees as follows: 3.1.1 Development Assurances, Developer agrees to use reasonable commercial eEforts to complete construetion af the Project in accordance with the terms and conditions of this Agreement and as proJided far in the Existing Approvals. Developer agrees subject to Section 7.3 hereof to *he following: (a) Developer or its assignees will not seek to change the entitlements for the 1,050 Hotel Rooms into any other use. - lU - oas9~eaooz~ osronr~s zaoaz~-0oai (b) The Hotel Rooms will be develcged as an in~egral part of the Project, which will be developed in a continuous single phase. ic) The design of the Project will incoroorate the Hutel Rooms as integral components of the rinal Site Plan, and the Project's construction will be consistent with said plan. (d) The design and const.~uction of the Project will conform to the quality and appearance of the Approved P1ans. (e) Developer will open not less than 650 of the Hotel Rooms concurrently with Developer's grand opening date for the Retail, Dining and Entertainment Uses within the Project. (f) Developer will secure building permits and commence construction on the remaining Hotel Roons prior to the first final building inspection, rertificate of occupancy or commencement of any activities/uses authorized by Conditional Use Pexznit No. 4078. (g) Developer will open such remaining Hotel Rooms as soon as practical following the grand opeaing date for the Retail, Dining and Entertainment Uses, and the 650 Hotel Rooms referenced in paragraph (e) herein, but in no event any later than 18 months aFter co~nencement of any of the uses authorized by Conditional Use Permit No. 4078. 3.1.2 Liguidated Damaves for Dalaved Performance, If Developer, its Affiliates and/or approved assignees shall by reason of any default by said Parties fail to timely complete all of the Project Elements in accordance with the timeframes set forth in the Existing Approvals and as summarized in Section 3.1.1 hereof, Developer and the City agree that it would be impractical and extremely difficult to estimate the damages which the City may suffer. Therefore the Developer and City do hereby agree that a reasonable estimate of the total net detriment that the City would suffer in the event that Developer defaults and fails to complete all of the Project Elements within said timeframes is and shall be, as City's sole and exclusive remedy under this Agreement (whether at law or in equity), an amount equal to the sum of damages calculated in accordance with paragraphs (a), (b), (c) and (d) of this Section 3.1.3. Said amount shall be the full, agreed and liwidated damages for the breaci: of this Agreement - 11 - octas~saooz9 ocroars9 zsoaz~~oaoi by Developer. Notwithstandin~ the foregoing, if Developer interferes with or makes any attempt to interfere with the Ci~y receiving or retaining, as the r.ase may be, the liquidated damages providpd for in this Section 3.1.3, then City shall also have the right to recover, if suceessful, all of City~s attorney~s fees aad costs and any other costs or expenses of collecticn, in addition to the amount of such liquidated damages. The Parties agree to the following liquidated damages: (a) In tne event that at least 75g of the total square footage of Retail, Dining and Entertainment Uses within the Project are not opened (defined as the "R/D/E Grand Opening Date") on or before 30 months following the Commencement of Construction Aate, $30,000 per month, or portion thereof, until such R/D/E Grand Opening Date shall take place; (b) In the event at least 650 of the Hotel Room3 within the Project are not opened on or before 30 mon*_hs following the Commencement of Construction Date, an additional $60,000 per month, or portion thereof, until at least such number of Hotel Rooms open. (c) In the event all 1,050 Hotel Rooms within the Project are not opened for business on or before 42 months following the Co~nencement of Construction Date, an additional $30,000 per month, or portion thereof, until all such Fiotel Itooms open. (d) For each additional month of actual delay following the first such month, the monthly liquidated damages set forth in Sections (b) and (c), as applicable, shall increase by 8% until the monthly liquidated damages for delayed performance shall be an amount equal to the City's foregone TransiEnt Occupancy Tax collections for the number of Hotel Rooms whose opening date is delayed, based on the assumptions in Table 5 of "Summary of Transient Occupancy Tax Revenues and Assumptions," in 13conomic Planning System Inc.~s Technical Report dated September 24, 1996 (73% occupancy level, an average daily rate in 1996 dollars of $106.60 plus accumulated annual CPI inflation adjustments and a 15% TOT rate). te) For the purposes of this Section 3.1.3, any liquidated damages due shall be paid to the City on or before the last day of each month immediately following the month - 12 - oC~vstSaaoz9 osroahr~ 230427-0001 that the performance goal pertaining to the Project Element(s) herein is not fulfilled, and shall continue until such Project Element(s) is/are complete. (f) On or before the Commencement of Construction Date, and at 7.east annually thereafter, DPVeloper shall provide the City an irrevocable standby letter o£ credit in the amount of Four Million Six Hundred Thousand and No/100 Dollars ($4,600,000} or alternativz collateral acceptable to the City, or lesser amount as Project Elements are complEted as agreed to by the City. Such instrument shall constitute the primary means of payment of any such liquidated damage amounts when and as due, but shall not release Developer from its obligations hereuzider to the extent such security is inadequate to cover the amounts due to the City pursuant to this Section 3.1.3. The City shall partially or. fully release such collateral as each part of the corresponding performance goal(s) is/are attained. In the event the Developer fails to annually renew the letter of c•redit or alternative collatera.l as provided for in this Section, the City shall have recourse to the Pointe Anaheim Property in order to enforce Developer's obligations hereunder. `g) The liquidated damage amounts set forth in this Section 3.1.3, or access to the collateral stated in Section. (f) hereof in the event these amounts are not timely paid, shall be the City's sole and exclusive remedy under this Agreement on account of Developer's delayed performance. Nothing contained herein shall preclude the City from enforcing any of the conditions or mitigation measuras contained in the Existing Approvals not provided for through the liquidated damages provisions contained herein. (h) The terms of this Section 3.1.3 shall survive the Term, termination or earlier expiration of this Agreement except in the case of early termination of the Agreement, for twenty-five (25} years ~rom the Co~nencemen~ of Construction date or until gerformance under this Sect~on 3.1.2 is completed in accordance with the terms of Sections 7.2.2 (i) or 7.2.2 (iii) hereof, whichever occurs earlier. - 13 - oC~ss~saoo2s oaroa~s zsoaz~.ooo~ 3.1.3 Landsca~inv and Liahtina District. Developer shall cooperate in, and not contest, the formation or stibsequent amer.dment of a Landscaping and Lighting District so lony as (i) Developer's obligations under the Landscaping and Lighting District do not take effect unless ar.d ur..til such Landscaping and Lighting District has been adopted and takes effect for the balance of the Specific Plan area; (ii) Developer's burden imposed by such District is based on the linear footage benefited an@ the average c~aiiy trip units per thousands of square feet £or "Commercial Recreation'~ and "Resort Hotels", as applicab].e; and (iii) such District includes all privately owned and benefited properties within the Anaheim Resort. 3• 2 AQreeme~it and Asaurances on the Part of the Cit . In consideration for Developer entering into this Agreement, and as an inducement for Developer to obligate itself to carry out the covenants and conditions ~et forth in this Agreement the City hereby agrees during the Term as follows: 3.2.1 8ntitlement to Develoument. Developer has a vested right to develop the Project in accordance with the Existing Approvals subject to the terms and conditions of this Agr.eement, the Applicable Rules and the Reserved Powers. 3.2.2 Chanqes in Avolicable Rvles. 3-2•2.1 Non-Anplication oE Chaners in Avnlicable Rules. Any change in, or addition to, the Applicable Rules, including, without limitation, aay change in any applicable general or specific plan, zoning ordinance or buildi.ng regulation adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of ordinance, City Charter :~mendment, initiative, referendum, resolution, motion, policy, ~rder or moratorium, initiated or instituted for any reason whatsoever and adopted by the City Council, Planning Conunission or City Agency, or by the electozate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project and which would conflict with the Applicable Rules or this Agreement, shall not be applied to the Project unless such ch~nges represent an exercise of the City~s Reserved Powers or are otherwise expressly allowed by this Agreement or consented to in writing by Developer. 3•2•2.2 Chanaes in IIniform Code. Notwithstanding any provision of this Agreement to the contrazy, construction of the Project shall comply with changes occurring from time to time in the Oniform Codes pursuant to the Reserved Powers. - 14 - OGti991540029 06/04~99 250427-00p1 3.2.2.3 Chanaes Mandated bv Federal or State Law. This Agreement shall not preclude the a~~plication to the Project of changes in, or additions to, the Applicable Rules. In the event state or federal laws or regulations prevent or preciude compliance with one or more provisions of this Agreement, such provisions shall be modified or suspended as may be necessary to comply with such state or federa7 laws or regulations. 3.2.2.4 ~ecial Taxes and Assessmants. Except with regard to the Landscaping and Lighting District for the Anaheim Resort as prc•vided for in Section 3.1.4, Developer shall have the right, to the extent permitted by law, to protest, oppose and vote against an}• and all ~pecial taxes, assessments, levies, charges and!or fees imposed with respect to any assessment districts, Mello-Roos Community Facilitic:s Districts, maintenance districts or other similar districts. 3.2.3 Agreed Chanaes and Othor Reserved Poorers. This Agreement shall not preclude application to the Project of rules, regulations, ordinances and officially adopted plans and policies otherwise in conflict with the Applicable Rules if (i) agreed to in writing by Developer, or (ii) result from tne Resexved Powers. 3.2.4 Subsecruent Develooment. The City sha11 not require Developer to obtain any approvals or permits for the development of the Project o+_her than those permits or approvals which are required by the Applicable Rules or the Reserved Powers. 3.2.5 $ffective Develooment Standards. The City agrees that wi.th respect to the Project it is bound to pennii: development of the E~roject in accordance with the Specific Plan including without limitation, the uses, intensity and density as provided for in the Specific Plan, subject to the Applicable Rules, Reserved Powers and this Agreement. Moreover, the City hereby agrees that it will not unreasonably withhold any Discretionary Action which must be issued by the City in order for the Project to proceed, provided that Developer reasonably and satisfactorily complies with all City-wide standard procedures and policies of the City for processing any such Disrretionary Action and pays any applicable Processing Fees and Charges. 3.2.6 Timina, Seauencina and Phasina of Develooment. In the event an ordinance, resolution or ~ther measure, referendum, or ini iative is enacted, whether by action of the City or otherwise, which relates to the ra[e, amount, timing, sequencing, or phasina of the development or construction of the Project on all or any part of the Pointe Anaheim Property or the implementat.ion o: construction of oa~nisaoozs oaroa,~ 230427-0001 - 15 - the Mitigation Measures, City agrees that such ordinances, resolution or other measure shall not apply to the Project, the Pointe Anaheim Prooerty or this Agreement, unless such changes are adopted pursuant to the City's exercise of its Reserved Powers or o~her applicable provision of this Agreement. 3•2•7 Imvact Fees• Credit for Aevaloner Installed Facilities. All Project Elements shall be subject to the Development Impact Fees including crediting provisions in force at time of application and as may be amended from time to time and are not restricted or limited in any way by this Agreement. However, the City agrees that no new or additional categories of fees sha11 be applied to the Project. 3.3 Processina Fees and Charqes• 8xtraordinarv Processinc Consultant; and Environmental Review 3.3.1 Processina Feos and Charaes. Developer shall pay all Processing Fees and Charges for Ministerial Permits and Approvals and Inspections at the rate in effect at the time they are sought. 3.3.2 8xtraordinarv ProcessinQ Consultant. Developer may request that the City engage an Extraordinary processing Consultant to coordinate and expedite the processing of actions required through the Ministerial Permits and Approvals and all Discretionasy Actions applicable to the Project. The City agrees, if so requested, to engage such Extraordinary Processing Consultant. Developer shall reimburse the City for the costs of such Extraordinary Processing Consultant in accor@ance with the terms o£ Section 7.22 hereof. 3.3.3 Environmental Review. The City has conducted extensive env~ronmental review of the Project and has adopted the Mitigation Measures. The City intends that Ministerial Permits and ~pprovals are not actions subject to requirements for further environmental review pursuant to CEQA. 4. DEVELOPMEI~T PLF~N, 4.1 Ricrht to DeveloD Propertv. Subject to the terms of this Agreement, Developer shall have a vested right to develop the Pointe Anaheim Property in accordance with the Existing Approvals. 4.2 Comprehensive Intecrrated Development. The Pointe Anaheim Project will be developed in one continuous phase as a single, cortr~rehensive and integrated development. The Pointe Anaheim Overlay, the related land use entitlements described in the Existing Approvals - 16 - oc~s~saoozs o~w~s zwaz~~oao~ and the applicable density increases in excess of those allowed under The Disneyland Resort Specific Plan shall only become operative, and construction thereunder shall only be pexmitted upon Developer securing fee title or Lease interest in all parcels within the Pointe Anaheim Overlay such that the Project is developed as a single, comprehensive and iategrated development. 5. ANNIIAL RSVISW; RBIMBIIRSSMENT; DSFADLT; TBRMINATION. AMENDMENi OR MODIFICATION; I~NDAMt7S; SPBCIFIC PERFORMANCS. 5.1 Annuai Review. During the Term, Developer shall initiate and the City snall conduct an Annual Review of Developer's compliance with this Agreement and the Procedures Resolution. Such Annual Review shall be limited in scope to determining good faith compliance with the provisions of this Agreement. The Annual Review shall be initiated and conductEd in accordance with the Procedures Resolution. 5•2 Raimbursement of Costs. Developer shall reimburse the City for its actual costs, reasonably and necessarily incurred to accomplish the required Annual Review in accordance with the Procedures Resolution within thirty (30) days after receipt of invoice from the City. These costs include, but are not limited to, the Application Fee for Aiuiual Review required by the City's Procedures Resolution. 5.3 Default bv Develoner. 5.3.1 Default. In the event the City reasonably determines that Developer has failed to perform any of its obligations under this Agreement, or tk:at any ~uch obligations are not performed in a timely manner, the City may pursue only those remedies expressly prcvided for in this Agreement; provided, however, that the City~s right to compel soecific performance of the obligations of Developer under this Agree- ment shall be subject to the limitations set forth in Section 5.3.4. Further, the City shall have no right to monetary damages except as set forth in Section 3.1.3. 5.3.2 Notice of Default. In the event the City reasonaY>ly detarmines that Developer is in default of any of its obligations under this Agre=ment, the City shall send a notice of such alleged default(s) to Developer in which the allegations of default shall be set forth in sufficient detail to enable Developer to ascertain the specific actions necessary to cure the alleged default(s). Upon receipt of a notice of default, Developer shall promptly coRanence to cure the identified default(s) at the ear'liest reasonable time after receipt of such notice and shall complete the cure of such default(s) not later tnan ninety (90} days thereafter or such longer period as - 17 - oC~49 t Saoo29 06104FJ9 230427-0001 necessary to cure default as agreed to by City in its sole discretion 5.3.3 Termination For Failure to Cure Default. If after the cure period provided for in Section 5.3.2 has lapsed, and the Planning Director reasonably finds and determines that Developer remains in default, the Planning Director shall make a report to the City Council concerning such default and City Council may thereafter proceed to modify or terminate this Agreement in accordance with the Procedures set forth in section 7.2 and 7.3 of the Procedures Resolutiun. 5.3.4 Specific Performance, Except as provided in this Section 5.3.4, the City shall have no right under this Agreement to seek a remedy of specific performance with respect to the Project in the event of an abandonment of the Project (including the failure to complete the Project or a portion of the Project by any required completion date) or with respect to any Project Element in the event of the abandonment of any such Project Element (regardless of whether the Project Element is or is not part of the Projec:~?. The City~s right to seek specific performance to compel completion of the Project (including portions of the Project) or applicable Project Elements in the event of such abandonment shall be specifically limited to (i) compelling Developer, at the election of the City in its sole discretion, to complete or demolish any uncompleted improvements located on public properiy initiated in connection with the Project with the choice of whether to demolish or complete such improvements and the metho3 of such demolition or comoletion of such imnrovements to be selected by the City in its sole discretion, and (ii) compelling Developer, at the election of Developer in its sole discretion, to complete, demolish or make ~afe and secure any uncomplEted impro~•ements located on the Pointe Anaheim Property with the choice of whether to demolish, complete or secure such improvements and the method of such demolition, completion and securing of such improvements to be selected by Developer in its sole discretion. Prior to Commencement of Construction, Developer shall post a performance bond or other security in an amount and form reasonably satisfactory to the City Attorney to guarantee demolition or securing of such uncompleted improvements. The Develnper's contractors performance bond from a creditwcrLhy bonding company assigned to th.e City is a performance bond that will be acceptable to City. Nothing in this Section 5.3.4 shall limit the City's enforcemene of all applicable provisions of the Applicable Rules, Existing Approvals, Mitigation Measures, and Uniform Code for any portion of the Project chen or thereafter constructed (e•a• requiring Developer to build sewer laterals required under Applicable Rules to se±ve a hotel actually completed), termination of thi: Agreement in accordance with the provisions hereof notwithstanding. In addition, nothing in this pc~s~y+oozs - 18 - oeioa~n zaoaz~ooas Section shall iimit or restrict in any way the City~s monetary remedies as pro~ided for in Section 3.~.3 hereof. 5.4 Default bv Citv. 5.4.1 Notice of Default Upon receipt of written notice of default from Developer, the City shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of the notice of default and shall complete the cure of such default(s) not later than sixty (60) days after receipt of the notice of deEault. 5.4.2 S~ecific Performance and Mandamus. It is acicnowledged by the Parties that the City would not have entered into this Agreement if it were to be liable in damages under or witt-. respect to this Agreement or the application thereof. Tn addition, the Parties agree that monetary damages are not an adequate remedy for Developer if the City should be determined to i:e in default under this Agreement. The Parties further agree *.ha.c: sFecific performance and mandamus shall be Developer's only remedies ~nder this Agreement, and Developer may not seek monetary damac~es in the evPnt of a default by the City under this Agreement. Developer ccvenants not to sue for or claim ar.y monetary damages for the breoch Ly the City of any provision of this Agreement. Developer may seek specific performance of City's obligations under this Agreement or a writ of mandate pursuant to Code of Civil Procedure sections 1085 or 1094.5, as applicable, to compel the city to take or refrain from taking any action, or to modify any action taken, that is necessary to effectuate the terms of this Agreement only after serving written notice of tize alleged default (s) on City and laose of the period given for City to cure such default(s), all in accordance with Section 5.4.1, and for so long as Ci.ty remains in default ot its obligations under this Agreement. 6. PIIBLIC BSNEFITS. 6.1 Assemblaae of_ Pronerties. The Project will invol~~e the assemblage of s number of separate lan3 parcels and assure t*~e develonment thereon of intearated, high quality hotel, retail, dining and entertainment.uses and associated Parking Facilities. Development of the Project will result in use of a number of currently under- utilized and non-confonning properties in a manner *_hat is consistent with goals of the General Plan and Specific Plan. 6.2 Net Inc-ease in Transient Occuoancv Tax, The Project will provide substantial City benefits from the net increase in transient occupancy tax derived from the con~truction of 1,050 hotel rooms nn the Pointe Anaheim Property. There are presently 364 existing older hotel rooms in the Pointe Anaheim Overlay area, which - 19 - OC19915a0pp9 08lOat99 230A27-00p1 generate less transient occupancy ta~ per room than the HoCel Rooms to be constructed pursuant to the EYisting Approvals. In addition, the net increase of 686 hotel rooms have the potential to generate additional transient occupancy tax, at an earlier date tnan would otherwise be the case in the absence of the Project anc related land assemblage of existing properties. 6.3 Increase in Retail Sales Taxes. The ?roject will provide significant additional net retail sales tax benefits upon Project completion beyond those generated by the existing uses in the Pointe Anaheim Overlay area. 6.4 Incraaso in Propertv Taxas. The Project will result in placing several historically tax-exempt properties onto the property tax r~lls, and re-appraising to fair market value a nu~r~er of other properties with assessed valuations that have been arti4~uxally depressed by Proposition 13 limits or under-utilization of the area. These change,s will generate significant additional property taxes. 6.5 Resort Area Traffic I~ rovement~. The Project will provide additional Anaheim Resort area traffic benefits as described in the Mitigation Mea:ures and Existing Approvals, 6.6 Police Substatior.. Prior to issuance of any building permit for the Project, Developer shall submit plans for a "storefront" police substation within the Project to the satisfaction of the City Police Department, together with dedicated City Police Department employees' parkiny spaces. Prior to the first final building and zoning inspection, the space for said substation shall be made availzble at no cost to the City for permanent occupancy in accordance with the terms set forth in the Mitigation Measures. These t=rms and all other relevant provisions governing this occupancy shall be set forth in a separate agreement by and between the City and the Developer. 6.7 Theatre Pro~ram fer School Children. Prior to commencement of uses/activiCies a,athorized by Conditional Use Permit No. 4078, and ongoing during Project operations, the Developer shall coordinate with the school districts in Anaheim to incorporate a school program into the on-site theaters for the benefit of local school children pursuant to the Mitigation Measures. - 20 - ocws~saoo2s oaioarss 230427-0001 GENERAL PROVISIONS. 7.1 Effective Date. :his Agreement shall become effective on the Effective Date. 7.2 Term. 7•2•1 Basic Term. The Term of this Agreement shall commence on the Effective Date of this Agreement and shall extend for a period of three (3) years after the Effective Date. 7•2•2 Barlv Termination nf Aareement. This Agreement is terminable: (i) by mutual written agreement of the Parties; (ii) by either Party following an uncured default by the otner Party under this Agreement, subject to the procedures and limitations set forth in this Agreement; or (iii) by the Developer, in its sole discretion, prior to the Commencement of Constxuction Date, in which event the City may, in its sole discretion, rescind the Existing Approvals. 7.3 Force Maieure• Sxtansi~n of Time of Parformanca In addition to specific provisions of this Agreement, whenever a period of time is designated within which either Party hereto is required to do or complete any act, matter or thing, the time for the doing or conipletion thereo~ shall be extended by a period of time equal to the number of days khich such Party is prevented from, or is unreasonably interfered with the doing or completion of such act, matter or thing because of causes beyond the reasonable control of the Party to be excused, including: war; insurrection; strikes; walk-outs; riots; floods, earthquakes; fires; unavoidable casualties; acts of God; third party litigation and administrative proceedings which are brought against the Project by a third party (not including any administrative proceedings contemplated by this Agreement in the normal course of affairs such as the Annual Review); any approval required by the City (not including any period of time normally expected for the processing of such approvals in the ordinary course of affairs}; restrictions imposed or mandated by other governmental entities; enactment of conflicting state or federal laws or regulations; judicial decisions; or similar bases .for excused performznce which is not within the reasonable cor.trol of tne Party to be excused (financial inability excepted). This Section shall not be aoplicable to, and the reauired time of performance shall not be extended by, any proceedings with respect to bankruptcy or receivership initiated by or on behalf of Developer or, if nat dismi.ssed within ninety (90) days, by any third Pa=ties aga:.nst Developer. If written notice of such delay is given to either Party w~thin thirty (30) days of commencement of such delay, an extension of time for such cause will be granted in writing for the period of the enforced delay, or longer as may be mutually agreed - 21 - oct~sisaooz9 oeroa~ z.+oav~ooa~ upon; provided, however, in the event no such notice is given, such claim of delay from that cause shall be deeme3 waived and no extension shall be granted on that b.asis. 7.4 App~~~able Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California, and the venue for any legal actions brought by any Party with respect to this Agreement shall be the County of Orange, State of California for state actions and the Orange C~unty Division of the Central District of California tor any federal actions. 7.5 Amendments, This Agreement may be amended from time to time in writing in accordance with Government Code section 65868 and the Procedures Resolution. 7.6 AssiQnment. The Parties acknowledge and agree that one of the principal inducements to the City in entering into this Agreement is the assurance that the Project Elemer~ts wi11 be developed in accordance with the quality standards set forth ir. the Existing Approvals and this Agreement, and in particular that the Hotel Rooms will be opened in accordance with the time set forth herein. In furtherance of these objectives, the Parties agree that except as otherwise provided in this Section 7.6, Developer shall not be entitled to transfer any of the Pointe Anaheim Property together with its rights or obligations hereunder, without the written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed. The City shall consent to each transfer if the assignment is (i) proposed to be made to an entity, alone or in combination with contractually related entities, having at least the net worth of the Developer and a demonstrated track record of having developed and operated first-class commercial facilities of a similar nature to the Project Element, or those Project Elements, to which such proposed assignment pertains; and (ii) the City receives written evidence that such assignment is being undertaken in accordance with this Section 7.6. Notwithstanding the foregoing, Developer shall have the rzght to lease space to Retail, Dining and Entertainment use tenants, and assign, lease, transEer, convey or hypothecate all or any partial interest in all or any portion of tlie Pointe Anaheim Property to any Affiliate of Developer without the consent ~° the City. Any su~h assignment, lease, transfer, conveyance, or hypothecation may inr_lude a11 of Aeveloper's rights, duties and obligations under this Agreement. Notwithstanding the foregoing, no assignment shall be effective regardless of whether or not the City's consent is otherwise reguired, unless and until the proposed assignee accepts and agrees in writing to be bound by the obligations set forth in this Agreement which apply to the Pointe Anaheim Property, the Project, the Project Elements or interest therein being assigned. - 22 - oc.'~ss~saoo29 ocuoarss zaoazi.ooo~ 7.7 MortaaQee Riqhts. 7.7.1 Enaumbrances on the Pointe Anaheim Pro erty an_ d this Aqreement. The Parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner., at Developer's sole and absolute discretion, from encumbering the Pointe Anaheim Property cr any portion thereof or any improvements thereon with any Dlortgage Developer is hereby given the express right, in addition to any other rights herein granted, to grant a Mortgage on its interests in this Agreement or any part or parts thereof, i:nder one or more Mortgages and to assign this Agreement as collateral security for any such Mortgage. 7-7.2 Mortaaqee Protection This Agreet;ent shall be superior and senior to the lien of any Mortaage. Notwithstznding the foregoing, no breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mo•rtgage made in good faith ar_d for value, and any acquisition ar acceptance of title or any r.ight or interest in or with respect to tiie PointE Anaheim Property or any portion thereoi, or to this Agreemeat, by a Mortgagee (whether pursuant to foreclosure, lease te~nination or otherwise) shall be subject to all of the terms and conditions of this Agreement and any such Mortgagee who takes title to the Pointe Anaheim Property or any portion thereof, or to this Agreement, shall be entitled to the benefits arising under this Agreement. 7.7.3 Mortaaqea Not Obliaated. Notwithstanding the provisions of this Section 7.7, a Mortgagee will not have any obligation or duty pursuant to the term~ set forth in this Agreement to perform the obligations of Developer or other affirmative covenants of Developer hereunder, or to guarantee such performance, except that (i) the Mortgagee shall have no right to develop the Project without fully complying with the terms of this Agreement, a*id (ii) to the extent that any covenant to be performed by Deveioper is a condition to the performance of any covenant by the Ci~y, the performance thereof shall continue to be a condition precedent to ~.:.he City's performance hereunder. Although not obligated to do so, ar_y Mortgagee may do any act or. thing required by Developer hereunder, and do any act or thir_g which may be necessary and properly done in the oerfonnance and observance of the agreements, covenants and conditions hereo£ to prevent termination of this Agreement in accordance with Section 7.7.4. Any Mortgagee and its agents and contractors shall have full access to the Pointe Anaheiin Property for purposes of accomplishing any of the foregoing. Any of the foregoing done by any Mortgagee shall be as effective to prevent a termination of this Agreement as if the same would have been done by the Deve].oper. - 23 - oC~.a9isaaaze o~roa~ zsoa2~-oooi ~•~•4 Notice of Default to Mort a ee• to Cure, Ri ht of Mort a ee Each Mortgagee shall, upen written request to City be entitled to receive written notice from the City of the result of the knnual Review and of any default by Developer of its obligations set forth in this Agreement s~mulr_aneously with the delivery of such notices to the Developer. Eacn Mortgagee shall have a further right, but not an obligation, to cure such default within ninety (9p) days after receipt of such notice or, if such default can only be remedied or cured by such Mortgagee upon obtaining possession of the Pointe Anaheim Property, such Mortgagee shall have the right to seek to obtain possession with diligence and continuity through a receiver or otnerwise, and to remedy or cure such default within ninety (90) days after obtaining possession, and, except in case of emergency or to orotect the public health or safety as determined by the City in its rzasonable discretion, City may not exercise any of its remedies set forth in this Agreement until expiration of such ninety (90) day period whether commencing upon receipt of noti.ce or upon obtaining possession of the interests covered by a Mortgage, as applicable; provided, however, that in the case of a default which cannot with diligence be remedied or cured or the remedy or cure of which cannot be commenced within such ninety (90) day period, the Mortgagee shall have such additional time as is reasonably necessary ta remedy or cure such default. Any notice of texmination delivered in violation of this Section 7.7.4 shall be rendered void. ~•~•5 Baxilcruntcv. Notwithstandin provisions of this Section 7,7 if 5 the £oregoing commencin or g prosecuting foreclosure or otheraaee is prohibited from in the nature thereof b an PPropriate proceedings reason of any action by any n court ~ havin ed by any court or by bankruptcy or insolvenc 9 jurisdiction of any specified in Section 7.7.4Pfor commencin 1 or g Developer, the times o'= other proceedings shall be extended forr~theutperi dreof~sthe prohibition. In addition, if this Agreement is rejected or otherwise terminated ir. connection with any such proceeding, then upon the request of any Mortgagee, a new development agreement upon the same tenns and conditions set forth in this Agreement shzll be entered into between such Mortaagee and City. ~•~•6 Termination Sub'ect to Mort a ee Ri hts. rights of the City to terminate this Agreement as a result of the occurrence of any default shall be subject to, and conditioned ugon the City havin.g first given to each Mortgagee written notice of the default as required tinder 7,~,q a~ove, and all Mortgagees having failed to remedy such default or acquire Developer's interests hereunder, or having failed to commence foreclosure or other oC~s~saoo2s - 24 - osioais9 29(W27-0001 appropriate proceedings in the nature thereof as set forth in Section 7.7.4 above. 7.7.7 No Cancellation. There shall be no cancellation, surrender or modification of this Agreement by joint actior, of the Parties without the orior written consent of each Mortgagee. 7.7.8 Modification of Develo~ment Aareement. Developer and City shall amend this Agreement so that it contains terms and provisions customa~ily required by lenders to enable the Developer and/or Affiliates of the Developer to obtain construction and perman- ent financing for the Project Elements, and City and Developer (or Affiliates of Developer, as applicable) shall execute such other documents containing terms and provisions customarily required by lenders in connection with any su~h financing, provided, however, the City shail not be obligated to approve any amendment to this Agreement which would impair or adversely affect the rights of the City and obligations of the Developer as otherwise set forth in this Agreement. 7.7.9 New Aareament IIoon Default by Develo~er. City agrees that in the event of termination of this Agreement by reason of a default by Developer, the City wi11 enter into a new development agreement with the most senior Mortgagee whose Mortgage encumLers this Agreement requesting a new development agreement for the remainder of the term of this Agreement, such new agreement being effective as of the date of such termination, and containing such terms, provisions, covenants and agreements as herein contained, provided: (a) The senior Mortgagee shall make written request upon City for sur_h new deveiopment agreement within thirty (30} days after the date of termination; (b) The senior Mortgagee shall pay to the City at the time of the execution and delivery of such new development agreemeat any and all sums which would, at the time of the execution and delivery thereof, be due and unpaid pursuant to this Agreement but for its termination; and in addition thereto, any expenses, including attor.neys' fees, to which the City was subjected by reason of such default; (c) The ser.icr Mertgagee shall perform and observe all covenants herein contained on Developer's part to be per~ormed, and shall further remedy any other condi- tions which Developer was obligated to perform under the terms of this Agreerttent, to the extent that same - 25 - oc~sisaoo2y oe~na~ss z3oav-0ooi are curable or may be performed by the senior Mortgagee; and (d) Notwithstanding aaything to the contrarf expressed or implied elsewhere in this Agreement, any new development agreement made pursuant to this Section shall be superior to any Mortgage to the same extent as this Agreement. 7.7.10 Seoarate Agreement. The City shall, upon request, execute, acknoorledge and deliver to each Mortgagee an agreement prepared at the sole cost and expense of the Developer, in form satisfactory to each Mortgagee, between City, Developer and the Mortgagee(s), agreeiag to all of the provisions hereof. 7.7.11 Material Notices. The Parties here~o shall give all Mortgagees notice of any litigation relating to this Agreement, and any Mortgagee shall have tlie right to intervene therein and, if so requested, the Mor.tgagee shall be made a party to such proceedings. The Parties do liereby consent to such intervention. In the event any Mortgag-~ shall not elect to intervene or i~ecome a party to the proceedi,:gs, such Mortgagee shall be provided notice and a copy of any award or decision made in connection therewith. 7.7.12 Mortaacree Riaht to Assian, Forec'_~sure of any Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in the Mortgage, or any conveyance of the interest of Developer hereunner to any Mort~agee or its designee through, or in lieu of, foreclosure or ather appropriate proceedings in the nature thereof, shall not require the consent of the City or constitute a breach of any provision of or a default under this Agreement; and upon such foreclosure, sale or conveyance, the City will recognizE the purchaser or other transferee in connection therewith as the Developer hereunder. 7.8 Covenants. The provisions of this Agreement shall constitute covenants which run with the land comprising the Pointe Anaheim Property for the benefit thereof and as a burden thereon, and, subject to the restricrions on transfer as set fcrth in Section 7.6, the burdens and benefits hereof shall bind and inure to the benefit of all assignees, transferees and successors to the Parties. 7•9 ImDlementation. Upon satisfactory ~cmpletion by Developer of all required applications and payment of applicable Processing Fees and Charges, including the fee for processing this Agreement, the City and Developer shall commence and diligently process all required steps necessary for the implementation of this Agreement an.3 development of - 26 - OC\9915400`+9 OOIOAi99 230427~0 W t the Project in accordance with the terms of this Agreement. Developer shall, in a timely manner, provide the City w~th all documents, plans and other infonnation necessary fo.- the City to carry out its processing obligations hereunder. 7.10 Relationship of the Parties. It is understood and agreed by the Pa±•ties that the contractual relationship created between the Parties hereur:der is that Developer is an independent party and not an agent of the City. Further, the City and Developer hereby renounce the e~ister_ce of any form of joint venture or partnership between them and agree that nothing herein or in any document executed in connectior. herewith shall be construed as making the City and Developer joint venturers or partners. 7.11 Cooperation in the Fvent of Third Partv Litiaatiqn In the event legal actio~ is instituted by a third party, including any other governmental entity or official challenging the validity or enforceability of any provision of this Agreement, or the Existing Approvals vested pursuant to this Agreement, or any other action by either Party in performing hereunder, the Parties hereby agree to affirmatively cooperate in defending said action; provided, however, that Developer agrees to and shall defend, indemnify, save and hold the City harmless from any and all claims, costs and liability for damages, including without limitation, court costs and attorneys' fees awarded to any garty, to the extent they result fro~ any Litigatioa. As the indemnifying party, Developer shall at all times retain final autnority and control over all documents t~ be filed in such Litigation and notwithstanding the provisions of this Section 7.11, the City shall be deemed to have waived its rights to be indemnified hereunder if the City settles any Litigation, in wtxole or in part, or files any documents ir, such Litigation without Developer's prior written approval, which approval shall not be tulreasonably withheld. The obligations set forth herein shall survive the Term, termination or earlier expiration of this Agreement. 7.12 Notices. Any notice or communication. rEqLired hereunder between the City and Develope~r mus~ be in writing, and may be given °ither personally, by registered or certified mail, return receipt requested or by overnight courier. If given by registered or certified mail, the same shall be deemed to have been delivered and received on the first to occur of (i) actual receipt by any of the addressees designated beiow as the Party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, nroperly addressed, with postage prepaid, is deposited in the United States mail. If personally delivered or deZivered by courier, a notice shall be deemed to have been delivered when received by the Farty to whom it is addressed. Any Party hereby - 27 - OC19 91 540 029 OGlOdl99 230427-0001 may at any time, by giving ten (10} days' written notice to the other Party hereto, designate ar.y other add-ess in substitution of the address, or any additional address, to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth belo~: If to City: City Clerk City of Anaheim 200 South Anaheim Blvd Anaheim, CA 92803 Y7ith Copies to: City Attorney, City of Anaheim City of Anaheim 200 South Anaheim Blvd., Suite 356 Anaheim, CA 92803 If to Developer: W. Guy Scott/Ricky Lyons Pointe Anaheim L.L.C. c/o Western Asset Management, L.L.C. 3875 N. 44th St., Suite 350 Phoenix, AZ 85018 Robert H. ;;!•~~1*~:.. Pnaheim Cent~;r. far Ente:rtai.iment, L.L.C. 30 Via Lucca ?#F102 Irvine, CA 92G12 With Copies to: John P. Erskine, Esq. Nussaman, Guthner, Knox & Elliott, LLP 18101 Von Karman Ave. #1800 Irvine, CA 92612 7.13 Recordation. The City's Clerk shall record a copy of this Agreement with the Registrar-Recorder of Orange County within two (2) business days following its execution by both Parties. To the extent that Pointe Anaheim Property consists o£ property under Lease by Developer, this AgreemenC shall encumber only the leasehold interest and shall not constitute an encumbrance upon the estaCe in fee. 7.14 DeveloDer Hold Harmless. Developer hereby agrees to and shall indemnify, save, hold hazmless and deEend the City, and its elected and appointed representatives, boards, co,~missions, o£ficers, agents, and employees (collectively, "the City" in this Section), from any and all claims, costs, and liability for any damages of any kind which may arise, directly or indirectly, from Deveioper or Developer's contr:actors, subcontractors, sgents, or employees' operations, acts or omissions in connection with L•he construction and operation of the Project, whether such operations, acts or omissions are by Developer - 28 - OCV9154fA2g 08/041~J 230427-00pt or any of Developer~s contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Developer or any of Developer~s contractors or subcontractors. Nothing in this Section shall he construed to mean that Developer shall hold the City harmless and/or defend it to the extent that such claims, costs or liability arise from, or are alleged to have arisen from, the negligent acts, or negligent failure to act, on the part of the City. City agrees rhat it shall fully cooperate with Developer in the defense of any matter in which Developer is defending and/or holding the City harmless. The obligations set forth herein shall survive the Term, tenninar_ion or earlier expiration of this Agreement. 7.15 Insurance. Without limiting its obligation to h~ld the City harmless, Developer shall provide and maintain at its own expense, at all times during the Tern1 the following program of insurance concerning its operations hereunder. The insurance shall be placed with California-admitted insurers that carry a Best's rating equal to A VII or higher. The program of insurance provided shall specifically identify this Agrerment and shall contain express conditions that the City is to be given written notice at least thirty (30) days prior to ar.y modification or termination of coverage. Such insurance shall be primary to and not contributing with any insurance or self-insurance maintained by the City, shall name rhe City, its officers, officials, employees, representatives and a~Pnts, as additional insureds, shall be written on a comprehensive or commercial general liabili~~y insurance form, and shall include coverage for, but not limited to, Completed Operations, Premises/Project Site Products/Completed Operations, Contractual, Independent Contractors sroad Form property Damage, and Personal Injury, with a per occurrence limit of not less than two million ($2,000,000) written on ar occurrence basis. 7.16 Successors and Assicnees. Subject to the limitations on transfer set forth in this Agreement, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the ParCies, and their respective successors, assigns and transferees. 7.17 Severabilitv, IE any provisions, conditions, or covenants of this Agreement, or the application thereof to any circumstances of either Party, shall be held invalid or unenforceable, the remainder o£ this Agreement or the application of such provision, condition, or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. oC~a~issoazs - 29 - oe~oar~s z3on2rooo~ 7.18 Time of the &ssence. Time is af the essence for each provision of this Agreement of which time is an element. 7.19 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement of a waiver is sought and suc}i waiver refers exnressly to the Section containiag the waived provision. No waiver of any right or remedy in respect of any occurrence or event shall be deemed a waiver of any right or remedy in respect of any other occurrence or event. 7.20 No Third Partv Beneficiaries. There are no third party beneficiaries to this Agreement and this Agreement is not intended, and shall not be construed to benefit or be enforceable by any other persons or entities other than the Parties. 7.21 E~edited Processina. Developer and the City agree to cooperate in the expedited processing of any legal action seeking mandamus, specific performance, declaratory re'_.ief or injunctive relief, to set court dates at the earliest prac~icable date(s) and not cause delay in the prosecution/defense of the action, provided such cooperation shall not require any Party to waive any rights. 7.22 Rewests for Pavment. With respect to any requests by the City for payment of amounts due under this Agreement, Developer retains its rights to review any invoices or requests for payments submitted by the City pursuant to this Agreement. Developer shall review and reasonably approve such invoices or reguests fcr payment or shall identify ar.y disput~d amounts within twenty (20) days after receipt. At Developer~s request, the City shall provide Aeveloper with reasonable information or back-up materials supporting such invoices or requests for payment at City~s offices, with re.asonable notice, during business hours. ?n the event of any disputed invoices or reauests for pa}~nent, Developer shall timely pay all amounts not disputed. 7.23 Entire Aareement. This Agreement and the documents, agreements and exhibits referenced herein or attached hereto set forth and contain the entire understandings and agreements of the Parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein and no testimony or evidence ef aiiy such representations, understandings, or covenants shall be admissible in any proceedings of any kind or nature to interpret or dete`mine the provisions or conditions of this Agreement. - 30 - oc~a~saooz~ oe~oas9 2J0427-0001 7.24 Conflict of Laws ~9ith the exception of the liquidated daRages set forth in Section 3.1.3 and Force Majeure provisions set forth in Section 7.3 hereof, it is agreed by the Parties that the ohligations and conditions conrained in the Existing Approvals and Mitigation Measures govern the aevelopment oF the Pointe Anaheim Prcperty. To the e~tent that any provisi~ns o_ this Agreer~ienc may conflict with any of the obligarions, conditions or mitigations imposed on Developer pursuant to the Existing Agprovals and Mitigation Measures, the Existing Approvals and Mitigation Measures shall govern. 7.25 LeQal Advice; Neutral Internretation• Headinas and Table of Contents. Each Party has received independent legaZ advice from its attorneys with respect to tne advisability of executiiiy this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any Party based upon any attribution to such party as the source of the language in question. The headings and table of consents used in this Agreement are for the convenience of reference only and shall not be used in construing this Agreement. 7.26 Countervarts. This Agreement is executed in six duplicate originals, each of which is deemed to be an original. This Agreement, not counting the Cover Page and Table of Contents, consists of pages and Exhibits whicr constitute the entire understanding and agreement of the parties. The Exhibits are identifi~~d in the List of E~ibits, whicn is contained in the :'able of C'ontents of this Agreement. - 31 - oc~es~saooze oeroaK.re z~e»am, IN WITNESS WHEF.EOF, the Parties hereto have executed this Agreement as of the date first written above. "City" CITF CF ANAHEIM, a municipal cozporation of the State of ATTEST: California By: Tcm Aaly, Mayor "Developer" POINTE ANAHEIM L,L.C. a limited liability company By: Western Asset Management Arizona, L.L.C., an Arizona limited liability company, its Manager By: W. Guy Scott, Managing Member Ricky Lyons, Managing Member Date: By: City Clerk Date: APPROVED AS T7 FORM; By: Jack White, City Attorney Date: APPROVED AS TO FORM: Nossaman, Guthner, Knox & Elliott LLP By: John Erskine, Esq. Date: - 32 - OC~qs~saooze osroa~ raaa2~-0ooi EXHIBIT "A" PROPERTY DESCRIPTION Melodvland Parcals• PARCEL A THE WEST 20 ACRES OF THE NORTHERLX e45.00 FEET OF THE SOUTHERLY 1320.00 FEET OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN Ti-TE RANCHO SAN JUAN CA,70N DE SANTA .ANA, CTTY OF ANA.HEIM, COUIv'TY OF ORANGE, STATE OF CAI,IFORNIA, AS PER MAP RECORI'iED IN BOOK 51, PAGE 10 OF MISCELLANEpUS MAPS, IN THE OFFICE OF THE COUNTY RECURIIER OF SAID COUNTY. EXCEPT THE WEST 7'10.00 FEET. ALSO EXCEPT TNE P70RTH 60.00 FEET. PARCEL B THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JLJAN CA,70N DE SAPITA ANA, IN THE CI'S'Y OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNTA, AS PER MAP RECORDED TN BOOK 51, PAGE 10 OF MISCELLANEOUS MA.PS, IN THE OFFICE OF THE COUNTy RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE NORTH 675.00 FEET ALONG THE V1EST LINE OF SP_ID SOUTHEAST QliARTER; THENCE EAST 833.51 FEET PARALLEL WITH THE SOUTH LINE OF SAID SOUTHEAST QUARTER TO THE TRUE POlNT OF BEGINNING; THENCE SOUTH 0° 16'30" EAST 675.11 FEET TO A POINT, SAID POINT BEING ALSO THE SOUTHEASTERLY CORNER OF THE I,AND DESCRIBED IN DEED TO ALFIYN S. JEWELL AND LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1979 IN BOOK 4912, PAGE 102, OFFICIAL RECORDS; THENCE EAST 486.49 FEET ALONU THE SOUTH LINE OF SAID SOUTHEAST QUARTER TO THE SOUTHEAST CORNER OF IaAND CONVEYED TO DONALD F. REA By DEED RECORDED DECEMBER 1, 1558 IN BOOK 4521, PAGE 453, OF OFFICI.iLT, RECORDS; THENCE NORTH 675.00 FEET ALONG m:iE EAST LINE OP SAID LAND CONVEYED TO REA, TO THE NORTHEAST CORNER '!'HEREOF; THENCE WEST ALONG THE NORTH LINE OF SAID LAND OF REA TO THE TRUCE POINT OF BEGINNING. EXCEPT THE WEST 292.00 FEET THER~OF. ALSO EkCEPT THE SOUTH 360.00 FEET THEREOF oc~s~saao2s osroarse s3oaz~.aooi HasenvaQer parcel• LOT 3 OF TRACT N0. 3330; IN THE CITY OF ANAHEIM, COUNTy OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAp RECORDED IN BOOK 113, PAGES 21 AND 22 OF MISCELLANgOUS i~F1PS, RECORDS OF ORANGE COUNTY, G~I,IFORNIA. Zabv~s Parcel• LOTS 1 AND 2 OF TRACT 3330, IN THE CITY OF ANAHEIM, COUNTy OF ~RANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 21 AND 22 OF MISCELLANEOUS MAPS,• IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT TEEREFROM THAT PORTION COIdVEyED TO THE CITY Or^ ANAHEIM BY DEED RECORDED JULy 30, 1997 AS INSTRUMENT NO. 97-0359942, OFFICIAL RECORDS. Beraer Parcel• LOT5 4 AND 5 OF TRACT NO. 3330, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 21 AND 22 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE C~UNTTY RECORDER OF SAID COUNTy, Rist Parcel• PARCEL 1: THE WEST 292 FEET OF THAT PORTION OF THE 90UTHEAST QUARTER OF SECTION 22, IN TOWNSHIP 4 SOUTH, RANGE 10 'AEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, CUUNTY OF ORANGE, STA'i'E OF CALIFORNIA, AS SHOWN ON A MIF1P THEREOF RECORDED IN 300K 51, PP.GE i0, MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTy, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST COF2NER OF SAID SOUTHEAST QUARTER; THENCE NORTH 675.00 FEET ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER; THENCE EAST 833.51 FEET PARAI,LEL WITH THE SOUTH LINE OF SAID SOUTH"c.AST QUrRTER TO THE TRUE POINT OF BEGTNNING; THENCE SUUTH 0° 16' 30" FAST 675.11 FEET TO A POINT, SAID POINT BEING ALSO THE SOUTHEASTERLY CORNFR OF THE I,AND DESCRIBED IN DEED TO :yL4dYN S. JEWEL AND LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1959 IN BOOK 4912, PAGE 102, OFFZCIAL RECORDS; THENCE EAST AI,ONG T'rIE SOUTH LINE CF SAID SOUTHEAST QUARTER, 486.49 FEET TO THE SOUTHEAST CORNER OF LAND CpNVEygD TO DONALD F. REA By DEED RECORDED DECEMbER 1, 1958 IN BOOK 4521, PAGE 543, OFFICIAL - 2 - OC1991540029 OGI04/99 230d27-0007 RECORDS; THENCE NORTH ALONG THE EAST LINE OF SAID LAND CONVEYED TO REA, 675.00 FEET TO THE NORTHEP.ST CORNER THEREOF; THENCE SQEST ALONG THE NORTH LINE OF S?~ID LAND OF REA TO THE TRUE POINT OF BEGINNING. EXCEPT THEREFROM THE WEST 150 FE~;T OF TIiE SG~UTH 360 FEET; ALSO EXCEPT THEREFROM THE SOLTTH 60 FEET INCLUDED WITHIN F:ATELLA AVENUE, 120 FEET WIDE. Parcel 2• THAT PORTION OF THE SOUTHEAST QU.ARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, IN THE CITY OF ANAHEIM, AS SHOW:I ON A MAP THEREOF RECORDED IN BOOK 51, PAGE 10, MISCELLANEOUS MAPS, RECORI~S OF SAID ORAIVGE COiNTY, DESCRIBED AS FOLLOWS: CO[~1ENCING AT THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE NORTH 675.00 FEET ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER; THENCE EAST 833.51 FEET PARAL?,EL WITH THE SOUTH LINE OF SAID SOUTHEAST QUARTER TO THE iRUE POINT OF BEGINNING; THENCE SOUTH 0° 16' 30" EAST 675.11 FEET TO A POINT, SAID POINT BEING ALSO THE SOUTHEASTERLY CORNSR OF THE LAND DESCR~BED IN DEED TO ALWYN S• JEWEL AND LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1959 IN BUOK 4912, FAGE 102, OFFICIAL RECORDS; THENCE EAST ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER, 486.49 FEET TO THE SOUTHEAST CORNER OF LAND CONVEYED TO DONALD F. REA, BY DEED RECORDED AECEMBER 1, 1958 IN BOOK 4521, PAGE 543, OFFICIAL RECORDS; THENCE NORTH ALONG THE EAST LINE OF SAID LAND CONVEYED TO REA, 675.00 FEET TO THE NORTHEAST CORNER THEREOF; THENCE WEST ALONG THE NORTH LINE OF SAID LAND OF REA TO THE TRUE POINT OF BEGINNING. EXCEPT THEREFROM THE SOUTH 60.00 FEET INCLUDED WITHIN KATELLA AVENUE, 120.00 FEET WIDE. ALSO EXCEPT 'CHEREFROM THE NORTH 315 FEET. ALSO EXCEPT THEREFROM THE WEST 292 FEET. IIrsini Parcel: THtlT PORTION OF THE SOVTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RAIQGE 10 iti~ST, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP TF~ :;REOF RECOF2DED IN BOOK oC~ns~ssoo2s os~aaros z3oaz~-0oo~ - 3 - 51, PAGE 10, MISCELLANEOUS MA?S, RECORDS OF O_RANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTF;WEST CORNER OF SAID SOUTHEAST QUARTER; THENCE NORTH 675.00 FEET ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER; T:iENCE EAST 833.51 FEET PARAI,LEL WITH THE SOUTH LINE Or SAID SOUTHEAST ¢UpgTER; THENCE SOUTH 0° 16' 30" EAST 675.11 FEET TO THE TRUF; POI.~IT OF BEGINNING, SAID POINT ALS~p $EI27G THE SOUTHEASTERLY CORNER OF THE I,ADID DESCRIBED IN DEED TO p.?,WyN g_ JEWEL AND LUCILLE G. JEWELL, RECORDED OCTOSER 5, 1959 IN BOOK 4912, PAGE 102, OFFTCIAL RECORDS; THENCE NORTH 0° 16' 30" WEST, 360.00 FEET ALONG THE EASTERLY LZNE OF SAID LAND; THENCE EAST 150.00 FEET PAgP.LLEL WITH THE SOUTHERLY LINE OF SAID SOUTEEAST QUARTER; THENCE SOUTH 0° 16' 30" EAST, 360.00 FEET ?ARAI,LEL WITH SAID EASTE.~tI,y LINE OF THE LAND CONVEYED TO JEWELL TO THE SOUTHERLY LINE OF SAID SECTION; THENCE WEST ALONG THE SOUTHERLY LINE OF SRID ~ECTION 150.00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM, THAT PORTION OF SAID PROPERTY LYING SOUTHERLY OF THE 'rIORTHERLy LINE OF THAT CERTAIN FINAL ORDER OF CONDEMNATION DATED JANUARy 30, 1998, CASE NO. 782833 OF THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 9, 1998 AS INSTRUMENT N0. 19980071981 OF OFFICIAL RECORDS. OC~9tsao~2s - 4 oeioai9s z3o4z~~oooi ~XHIBTT B r ~ ~ ~ ~ ,~ . ~ i . , , d ~ ~ ' ~ ~ 1/ Ball Roatl ~ ~ ~ i ~ ~ we~l / Ig _ I P~rl~ln9 AIa~ ~ i Porking Dietrict Exisling Disneyland Cerrllos Avanue Themo Park i ~ v I ~P d ~j ~ y . > v ~p~ V~~ o ~c ~° ms S m ~ ~ ~ °' i a ~ Theme Park Distdct m° ` 96e E ~ v c o { m ac HOt01 °~ _ v Dlatrict ~ ~ = N Freedman Way `~ '^ Callfomia @ 3 Advanture ` 3 ~~ Thamn Pnrk e Pnrt ~uneercon~Irudlon) r m y~ c c ~ Em v~ U t4 Katella Avenue 7 ~ ~ ~. Futuro i ~ L Aneheim ExpnnelonlDlutrlct ~ ~, Conventlon v Ccnler , h / v Convenlion Way / ~ Paclllco ' Aver i ~ r .~ -~ - ,i~ ~ ~ .~ ~ ~ ~ ~'L' i.~~ ~o~ . ~ p ! ~ ~ ~ m ts ~~i c 1~ ~ N ' ~ F ~ Orangewood Avenuo ci 7 C!'~CA71"1 i~..~ !~ Disneyland Aesort Specific Plan Area ~ District A ~~~ Anaheim Resort Area Boundary ~ Parlcing DistricUC-R Overlay ' f~%~~ijol/0~/ 8oundary ~~ Designated for ruture E;ctension in Existing General Plan Circulation Element ' OR NOT TO SC.~IE ~~~~~ ~~~~~1~5 EXHIBIT ~~~ Q~~ e p ~~ ~T CONSUIiING ~xxasiT B : ~ `~cai°~ ~ a~ ~ ~ ~~~ ~ _ _ ~ Ball Road Woel Par¢Inp Praa Parkinc~ ~ Dintdct E~dr.dng Dlsno land Cenlros Avenue ~ y Themo Paric ~rP ~ ~~ ~ m ~ ~P4 d~o 0 ` ~ ~~~ s o .0 7hema Park ° e e y~ ~v ~ DISlfIC! ¢1 P ~ o ~ c 'L m Hotol ° S a oletrtct v ` , ~ in Freedman Way N d Cailfomia '•' «"~"'"' = °~= ' ' ~~ ~ m ' No~ 3 Advonturo Thumo Pork '. r. '~; ~: _: ~;:~'~:~~;=~''•_::dfS;;~~rz- Y :~uP v c S aPart (~aorcanevucilon) 4 , ...~,A~ r '. .r ys a~?t'~'~ ti.~h a.r ^t5~ '": ~ f :~ ` . . ~~~ ~ T`'~M ~ 1 c . ~9- 'h ~ y . ,t,st; E v s;~: ~r d 5 " V :~ /u~ U tq Ketella Avenue Euture ~ ~ ~ ~ ~ ~' Anahoim Eupanafon B Dletrict ~ a v Convnntion v ~ ~ Conter ConvonUon Way A . ~ ~ ~ ~ ~ ^ ~ Paclllco ~ - - ~ 8a 0 e~o.~a ~ ~ a on v~ee ~ v c n ~ N u . E d ~ ~ Crengawaod Avonus ~ _ - LL.Z~l.7'LIYLL:' - ~ Disneyland Resorf Specific Plan Area ~~ llistrict A -~-~ Anaheim Resort Area Bountlary ~~ Parlcing -~istricUC-R Overlay .:, , _ : ~ ~1~~~~W~10~/ 8oundary ~ Designated fior Future Er,tension in Euisting General Plan Circulatioii Flement ~oen~ NOT TO SCAIE ~ll~.~fl`~.b$71~ ~Q1~Q.U~~~'u~ EXHIBIT ~~~ ~V~il ~ ~lI ~U~~~ ~^T coNSUtriNc