5953WHEREAS, in connection with the Development Agreement, the City and Excel Pointe
Anaheim, LLC entered into that certain Disposition and Development Agreement dated as of January 1,
2002 (the "Disposition and Development Agreement"); and
WHEREAS, the Excel Pointe Anaheim, LLC changed its name to Anaheim
GardenWalk, LLC and, with the City, entered into that certain Implementation Agreement dated as of
December 19, 2003 (the "Implementation Agreement"), clarifying and implementing the Disposition and
Development Agreement; the Disposition and Development Agreement, as clarified and implemented
by the Implementation Agreement, shall hereinafter be referred to as the "DDA;" and
WHEREAS, Anaheim GardenWalk, LLC entered into that certain Purchase and Sale
Agreement and Escrow Instructions dated as of November 4, 2004 (the "Purchase and Sale
Agreement") with KBM Enterprises, LLC, a Nevada limited liability company, ("KBM") pursuant to
which Anaheim GardenWalk, LLC has agreed to sell to KBM, among other things, all of the Anaheim
GardenWalk, LLC's interest in and to the Excel Pointe Anaheim Property and the Development
Agreement; and
WHEREAS, KBM has assigned the Purchase and Sale Agreement to Anaheim GW
LLC pursuant to that certain Assignment of Purchase and Sale Agreement and Escrow Instructions
dated as of November 30, 2004; and
WHEREAS, pursuant to Chapters 18.60 (Procedures), 18.66 (Conditional Use
Permits) and 18.72 (Specific Plans) of the Anaheim Municipal Code, Susan Wilson, Senior Vice
President of the Price Legacy Corporation (the managing member of Anaheim GardenWalk, LLC), as
authorized agent for Anaheim GardenWalk, LLC, submitted requests (i) that Conditional Use Permit
No. 4078 be amended, (ii) that the DDA be amended and assigned to Anaheim GW LLC, and (iii) that
the City of Anaheim enter into that certain Amendment No. 1 to the First Amended and Restated
Development Agreement No. 99-01 with Anaheim GW, LLC (collectively, hereinafter the "Proposed
Project Actions"), which Proposed Project Actions would extend the date by which the commencement
of construction of the initial phase of the Excel Pointe Anaheim project must begin; and
WHEREAS, the Excel Pointe Anaheim project addressed in Amendment No. 1 to the
First Amended and Restated Development Agreement No. 99-01, a copy of which is attached hereto
as Attachment No. 2 and incorporated herein, encompasses the same area as that addressed in the First
Amended and Restated Development Agreement No. 99-01; and
WHEREAS, the City Planning Commission did hold a public hearing at the Anaheim
Civic Center, Council Chambers, 200 South Anaheim Boulevard, in the City of Anaheim on December
13, 2004, at 1:30 p.m., notice of said public hearing having been duly given as required by law and in
accordance with the provisions of the Anaheim Municipal Code, Chapters 18.60 (Procedures) and
18.66 (Conditional Use Permits), to hear and consider evidence for and against the Proposed Project
Actions and to investigate and make findings and recommendations in connection therewith; and
WHEREAS, said Planning Commission, by its Resolution No. PC20044 5 2, has found
and determined that the Proposed Project Actions will not result in new significant impacts or substantial
increases in the severity of previously identified significant impacts and no supplemental or subsequent
environmental review is required; and
WHEREAS, the Planning Commission, by its Resolution No. PC2004- 152 which
is incorporated herein by this reference, made certain findings that the applicant has demonstrated
eligibility to enter into Amendment No. 1 to the First Amended and Restated Development Agreement
No. 99-01 and that Amendment No. 1 to the First Amended and Restated Agreement No. 99-1 meets
the criteria set forth in the Procedures Resolution No. 82R-565; and
WHEREAS, the City Council did fix the 14th day of December, 2004, as the time, and
the City Council Chamber in the Civic Center as the place for a public hearing on the Proposed Project
Actions and did give notice thereof in the manner and as provided by law; and
WHEREAS, a copy of Amendment No. 1 to the First Amended and Restated
Development Agreement No. 99-01 has been provided to the City Council and is available in the City
Clerk's Office; and
WHEREAS, on December 14, 2004, the City Council did hold a public hearing upon
the Proposed Project Actions, notice of which hearing was given in the manner required by law; and
WHEREAS, the City Council did hold and conduct said noticed public hearing on
December 14, 2004 and did give all persons interested therein an opportunity to be heard and did
receive evidence and reports to consider the Proposed Project Actions; and
WHEREAS, pursuant to the provisions of CEQA, on December 14, 2004, the City
Council determined that the Proposed Project Actions will not result in new significant impacts or
substantial increases in the severity of previously identified significant impacts and no supplemental or
subsequent environmental review is required; and
WHEREAS, the applicant has demonstrated that it meets the eligibility requirements of Section
1.3 of the Procedures Resolution to enter into Amendment No. 1 to the First Amended and Restated
Development Agreement No. 99-01 by showing that, upon completion, the Pointe Anaheim Project
will result in the construction of up to 634,700 gross square feet of retail/dining/entertainment uses,
which includes a 94,000 square foot aquarium; up to four hotels comprising a maximum of 1,662 hotel
rooms/suites (of which up to 200 units may be Vacation Ownership Resort units) with approximately
322,071 gross square feet of related accessory uses of which up to 178,120 gross square feet on top of
the parking structure may be used for a hotel conference center (the hotel rooms/suites and accessory
uses would encompass a maximum of 1,370,711 gross square feet); and a 1,949,800 gross square
foot parking structure with up to 4,800 striped parking spaces and 15 bus spaces at ultimate build out
of the project with a 10,200 square foot bus terminaUfacility for airport transport and to/from sightseeing
venues; and that the proposed development of Pointe Anaheim would take place in up to five phases
over a period of time; and
3
Wl IEREAS, the City Council of the City of Anaheim, after due inspection, investigation
and study made by itself and in its behalf, and after due consideration of and based upon all evidence
and reports offered at said hearing, including the evidence presented at the Planning Commission
meeting and Planning Commission Resolution No. PC2004-15 2 does find upon review of the land use
aspects of Amendment No. 1 to the First Amended and Restated Development Agreement No. 99-01
that:
1. Amendment No 1 to the First Amended and Restated Development Agreement
No. 99-01 is consistent with the General Plan of the City of Anaheim and The Disneyland
Resort Specific Plan No. 92-1.
2. Amendment No 1 to the First Amended and Restated Development Agreement
No. 99-01 is compatible with the uses authorized in and the regulations prescribed for The
Disneyland Resort Specific Plan No. 92-1.
3. Amendment No 1 to the First Amended and Restated Development Agreement
No. 99-01 is compatible with the orderly development of property in the Anaheim Resort area
surrounding The Disneyland Resort Specific Plan No. 92-1.
4. Amendment No. 1 to the First Amended and Restated Development
Agreement No. 99-01 is not otherwise detrimental to the health, safety and general welfare of
the citizens of Anaheim.
5. Amendment No. 1 to the First Amended and Restated Development
Agreement No. 99-01 will have an overall positive effect on the health, safety and welfare of the
residents of and visitors to the City.
6. Amendment No. 1 to the First Amended and Restated Development
Agreement No. 99-01 constitutes a lawful, present exercise of the City's police power and
authority under the Statute, the Enabling Ordinance and the Procedures Resolution.
7. Amendment No. 1 to the First Amended and Restated Development
Agreement No. 99-01 is entered into pursuant to and in compliance with its charter powers and
the requirements of Section 65867 of the Statute, the Enabling Ordinance and the Procedures
Resolution.
4
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ANAHEIM AS FOLLOWS:
SECTION 1
That Amendment No 1 to the First Amended and Restated Development Agreement
No. 99-01 be, and the same is hereby, approved.
SECTION 2
That the Mayor be, and is hereby, authorized to execute Amendment No 1 to the First
Amended and Restated Development Agreement No. 99-1 for and on behalf of the City.
THE FOREGOING ORDINANCE IS PASSED, APPROVED AND
ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANAHEIM THIS ELEVENTH
(11TH) DAY OF JANUARY, 2005, BY THE FOLLOWING ROLE CALL VOTE:
Introduced December 14, 2004
AYES: Mayor Pringle, Council Y.embers Chavez, Galloway, Sidhu,
Hernandez
NOES: None
ABSTAIN: None
ABSENT: None
ATT T:
CITY CL K
56574.2
5
•'0�
ATTACHMENT NO. 1
LEGAL DESCRIPTIONS
Melodyland Parcels:
170tko]0W.11
THE WEST 20 ACRES OF THE NORTHERLY 645.00 FEET OF THE SOUTHERLY
1320.00 FEET OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4
SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA,
CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THE WEST 720.00 FEET.
ALSO EXCEPT THE NORTH 60.00 FEET.
PARCEL B
THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4
SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA,
IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS
PER MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS, IN THE
OFFICE OF THE COUNTY REORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
BEGINNING 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 PARALLEL WITH THE SOUTH LINE OF
SAID SOUTHEAST QUARTER TO THE TRUE POINT OF BEGINNING; THENCE
SOUTH 00 16' 30" EAST 675.11 FEET TO A POINT, SAID POINT BEING ALSO THE
SOUTHEASTERLY CORNER OF THE LAND DESCRIBED IN DEED TO ALWYN S.
JEWELL AND LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1979 IN BOOK 4912,
PAGE 102, OFFICIAL RECORDS; THENCE EAST 486.49 FEET ALONG THE SOUTH
LINE OF SAID SOUTHEAST QUARTER TO THE SOUTHEAST CORNER OF LAND
CONVEYED TO DONALD F. REA BY DEED RECORDED DECEMBER 1, 1958 IN
BOOK 4521, PAGE 453, OF OFFICIAL RECORDS; THENCE NORTH 675.00 FEET
ALONG THE EAST LINE OF SAID LAND CONVEYED TO REA, TO THE
NORTHEAST CORNER THEREOF; THENCE WEST ALONG THE NORTH LINE OF
SAID LAND OF REA TO THE TRUE POINT OF BEGINNING.
IIayE 1 oo Avmpjµwvti No. 1
EXCEPT THE WEST 292.00 FEET THEREOF.
ALSO EXCEPT THE SOUTH 360.00 FEET THEREOF.
Hasenyager Parcel:
LOT 3 OF TRACT NO. 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 MISCELLANEOUS MAPS, RECORDS OF ORANGE
COUNTY, CALIFORNIA.
Zaby's Parcel:
LOTS 1 AND 2 OF TRACT 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
COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THAT PORTION CONVEYED TO THE CITY OF ANAHEIM
BY DEED RECORDED JULY 30, 1997 AS INSTRUMENT NO. 97-0359942, OFFICIAL
RECORDS.
Berger Parcel:
LOTS 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
COUNTY RECORDER OF SAID COUNTY.
Rist Parcel:
PARCEL 1:
THE WEST 292 FEET OF THAT PORTION OF THE SOUTHEAST QUARTER OF
SECTION 22, IN TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN
JUAN CAJON DE SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA,
AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 51, PAGE 10,
MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, DESCRIBED
AS FOLLOWS:
Ilaye 2 oo AtiaxTlKvT No. I
COMMENCING 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 PARALLEL WITH THE SOUTH LINE OF
SAID SOUTHEAST QUARTER TO THE TRUE POINT OF BEGINNING; THENCE
SOUTH 00 16'30" EAST 675.11 FEET TO A POINT, SAID POINT BEING ALSO THE
SOUTHEASTERLY CORNER OF THE LAND DESCRIBED IN DEED TO ALWYN S.
JEWEL AND LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1959 IN BOOK 4912,
PAGE 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 DECEMBER 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 WEST 150 FEET OF THE SOUTH 360 FEET;
ALSO EXCEPT THEREFROM THE SOUTH 60 FEET INCLUDED WITHIN KATELLA
AVENUE, 120 FEET WIDE.
Parcel 2
THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4
SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA,
IN THE CITY OF ANAHEIM, AS SHOWN ON A MAP THEREOF RECORDED IN
BOOK 51, PAGE 10 MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE
COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING 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 PARALLEL WITH THE SOUTH LINE OF
SAID SOUTHEAST QUARTER TO THE TRUE POINT OF BEGINNING; THENCE
SOUTH 00 16'30" EAST 675.11 FEET TO A POINT, SAID POINT BEING ALSO THE
SOUTHEASTERLY CORNER OF THE LAND DESCRIBED IN DEED TO ALWYN S.
JEWELL AND LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1959 IN BOOK 4912,
PAGE 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 DECEMBER 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
rlccye 3 oo AiiaxrjµEvr No. I
AVENUE, 120.00 FEET WIDE.
ALSO EXCEPT THEREFROM THE NORTH 315 FEET.
ALSO EXCEPT THEREFROM THE WEST 292 FEET.
Ursini Parcel:
THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4
SOUTH, RANGE 10 WEST, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE,
STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE
10 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA,
DESCRIBED AS FOLLOWS:
COMMENCING 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 PARALLEL WITH THE SOUTH LINE OF
SAID SOUTHEAST QUARTER; THENCE SOUTH 0° 16' 30", EAST 675.11 FEET TO
THE TRUE POINT OF BEGINNING, SAID POINT ALSO BEING THE
SOUTHEASTERLY CORNER OF THE LAND DESCRIBED IN DEED TO ALWYN S.
JEWELL AND LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1959 IN BOOK 4912,
PAGE 102 OF OFFICIAL RECORDS; THENCE NORTH 0° 16'30" WEST, 360.00
FEET ALONG THE EASTERLY LINE OF SAID LAND; THENCE EAST 150.00 FEET
PARALLEL WITH THE SOUTHERLY LINE OF SAID SOUTHEAST QUARTER;
THENCE SOUTH 00 16'30" EAST, 360.00 FEET PARALLEL WITH SAID EASTERLY
LINE OF THE LAND CONVEYED TO JEWELL TO THE SOUTHERLY LINE OF SAID
SECTION; THENCE WEST ALONG THE SOUTHERLY LINE OF SAID SECTION
150.00 FEET TO THE TRUE POINT OF BEGINNING.
EXCEPTING THEREFROM, THAT PORTION OF SAID PROPERTY LYING
SOUTHERLY OF THE NORTHERLY 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 NO. 19980071981
OF OFFICIAL RECORDS.
City Parcel:
THE NORTHERLY 280.35 FEET OF PARCEL 1, IN THE CITY OF ANAHEIM, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK 55,
PAGE 46 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
Ilaye 4 o� ATr(xXTI evi No. 1
Pyrovest Parcels:
PARCEL 1:
THE EAST 660.00 FEET OF THE WEST 720.00 FEET OF THE NORTH 585.00 FEET
OF THE SOUTH 1260 FEET OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP
4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, IN
THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM, THE FOLLOWING DESCRIBED PROPERTY:
BEGINNING AT A POINT SOUTH 00 13'22" EAST 15.03 FEET FROM THE
NORTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY SAID POINT BEING ON
THE EASTERLY LINE OF HARBOR BOULEVARD 120 FEET WIDE; THENCE SOUTH 0° 13'
22" EAST ALONG SAID EASTERLY LINE 100.08 FEET; THENCE NORTH 89° 54'30" EAST
PARALLEL TO THE NORTHERLY LINE OF ABOVE DESCRIBED PARCEL 111.34 FEET;
THENCE NORTH 00 13'22" WEST, PARALLEL TO THE EASTERLY LINE OF HARBOR
BOULEVARD 30.75 FEET; THENCE NORTH 89° 54'38" EAST 38.66 FEET; THENCE
NORTH 00 13'22" WEST 84.36 FEET TO A POINT ON THE SOUTHERLY LINE OF
FREEDMAN WAY, 60.00 FEET WIDE; THENCE ALONG THE SOUTH LINE OF SAID
FREEDMAN WAY, SOUTH 89° 54'30" WEST 134.97 FEET TO THE BEGINNING OF A
CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 15.00 FEET; THENCE
WESTERLY AND SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
900 07' 52" A LENGTH OF 23.60 FEET TO THE TRUE POINT OF BEGINNING OF THIS
DESCRIPTION.
PARCEL 2:
BEGINNING AT A POINT SOUTH 00 13'22" EAST 15.03 FEET FROM THE
NORTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY SAID POINT
BEING ON THE EASTERLY LINE OF HARBOR BOULEVARD 120 FEET WIDE;
THENCE SOUTH 00 13'22" EAST ALONG SAID EASTERLY LINE 100.08 FEET;
THENCE NORTH 890 54'30" EAST PARALLEL TO THE NORTHERLY LINE OF
ABOVE DESCRIBED PARCEL 111.34 FEET; THENCE NORTH 0° 13'22" WEST,
PARALLEL TO THE EASTERLY LINE OF HARBOR BOULEVARD 30.75 FEET;
THENCE NORTH 890 54' 38" EAST 38.66 FEET; THENCE NORTH 0° 13' 22" WEST
84.36 FEET TO A POINT ON THE SOUTHERLY LINE OF FREEDMAN WAY, 60.00
FEET WIDE; THENCE ALONG THE SOUTH LINE OF SAID FREEDMAN WAY,
SOUTH 890 54'30" WEST 134.97 FEET TO THE BEGINNING OF A CURVE
CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 15.00 FEET; THENCE
WESTERLY AND SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 900 07' 52" A LENGTH OF 23.60 FEET TO THE TRUE POINT OF
BEGINNING OF THIS DESCRIPTION.
H(xye 5 oo AiiaxrjwvT No. 1
ATTACHMENT NO.2
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED
DEVELOPMENT AGREEMENT NO. 99-01
between the City of Anaheim
and
Anaheim GW LLC, as successor -in -interest to Excel Pointe Anaheim, LLC
(To be attached)
n(xye 1 oo Aiiaxijµevi No. 2
AGR-1463. I. 1. 1 C:1 This Document was electronically recorded by
City of OvrG
I� I�!A L
Recorded in Official Records, Orangeunty
Tom Daly, Clerk-Recorder NN
NO FEE
2005000132156 11:51 am 02/22/05
RECORDING REQUESTED BY 1 5 48 A17 6
O 0.00 0.00 0.00 0.00 0.00 0.00 0.00
AND WHEN RECORDED MAIL TO: )
City of Anaheim )
20 South Anaheim Boulevard )
Anaheim, California 92805 )
Attention: City Manager )
This document is exempt from a recording fee
pursuant to Government Code Section 6103.
AMENDMENT NO. 1 TO
FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT
By and Between
THE CITY OF ANAHEIM,
and
ANAHEIM GW LLC,
as successor -in -interest to Excel Pointe Anaheim, LLC
AMENDMENT NO. 1 TO
FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT
This AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED DEVELOPMENT
AGREEMENT (this "Amendment No. I"), dated for purposes of identification only as of
December 1, 2004 (the "Date of Amendment"), is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation and charter city, (the "City") and ANAHEIM
GW LLC, a Delaware limited liability company, as successor -in -interest to Excel Pointe
Anaheim, LLC ("Developer").
RECITALS
A. The City and Excel Pointe Anaheim, LLC (the "Original Developer') entered into that
certain First Amended and Restated Development Agreement No. 99-01 dated as of
February 26, 2002 and recorded in the Official Records of Orange County California on
December 22, 2003 as Instrument No. 2003001507769 (the "Development Agreement").
All capitalized terms set forth in this Amendment No. 1 shall have the meanings ascribed
to such terms in the Development Agreement unless otherwise defined in this
Amendment No. 1. Copies of the Development Agreement are available as a public
record in the office of the City Clerk located at 200 South Anaheim Boulevard, Anaheim,
California.
B. The Original Developer changed its name to Anaheim GardenWalk, LLC and entered
into that certain Purchase and Sale Agreement and Escrow Instructions dated as of
November 4, 2004 (the "Purchase and Sale Agreement") with KBM Enterprises, LLC, a
Nevada limited liability company, ("KBM") pursuant to which Original Developer has
agreed to sell to KBM, among other things, all of the Original Developer's interest in and
to the Excel Pointe Anaheim Property and the Development Agreement; The Excel
Pointe Anaheim Property is described in the "Legal Descriptions" which are attached
hereto as Exhibit A and incorporated herein by this reference.
C. KBM has assigned the Purchase and Sale Agreement to the Developer pursuant to that
certain Assignment of Purchase and Sale Agreement and Escrow Instructions dated as of
November 30, 2004.
D. The Development Agreement provides, among other things, the Developer's construction
of the Project, requiring that the Developer commence construction of the Initial Phase of
the Project on or before the earliest to occur of (i) sixty (60) days following the
Commencement of Construction of the Third Gate, (ii) six (6) months following entry of
judgement in the Area D/E Litigation, or (iii) three (3) years following the Effective Date
of the Development Agreement - March 19, 2005.
2
E. The Developer has requested that the City approve its assumption of the Development
Agreement from the Original Developer, and amend the Development Agreement to
require the Commencement of Construction of the Initial Phase to occur on or before
February 26, 2006.
F. The City and the Developer (each, a "Party" and jointly, the "Parties") intend, in this
Amendment No. 1, to approve the Developer's assumption of the Development
Agreement and to amend the Outside Initial Phase Commencement Date.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES,
COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS
FOLLOWS:
SECTION 1. CITY CONSENT TO ASSIGNMENT AND ASSUMPTION OF
DEVELOPMENT AGREEMENT. Provided that the Developer consummates the transactions
set forth in the Purchase and Sale Agreement, the City consents to the Developer's assignment
and assumption of the Development Agreement.
SECTION 2. AMENDMENT OF DEVELOPMENT AGREEMENT. Provided that the
Developer succeeds to the Original Developer's interest in and to the Excel Pointe Anaheim
Property and the Development Agreement, the Definition of Outside Initial Phase
Commencement Date set forth in Section 1.43 of the Development Agreement is deleted and
replaced with the following:
1.43 "Outside Initial Phase Commencement Date" means February 26, 2006.
SECTION 3. CONDITIONS OF APPROVAL. To the extent any of the Conditions of
Approval contain any deadlines for the Commencement of Construction of the Initial Phase, such
deadlines shall be extended to February 26, 2006.
SECTION 4. INTEGRATION. Except as expressly provided to the contrary herein, all
provisions of the Development Agreement shall remain in full force and effect. The
Development Agreement and this Amendment No. 1 shall hereinafter be collectively referred to
as the "Agreement". The Agreement integrates all of the terms and conditions of agreement
between the Parties and supersedes all negotiations or previous agreements between the Parties
with respect to the subject matter hereof.
SECTION 5. EFFECTIVE DATE. This Amendment No. 1 shall take effect upon the date the
ordinance approving this Amendment No. 1 takes effect.
3
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDMENT
NO. 1 AS OF THE RESPECTIVE DATES SET FORTH BELOW.
Dated: �a - / `, O y
ATTEST:
"CITY"
CITY OF AN EIM,
a municipal oration and art city
By:
CURT L. PRINGLE, WWI
Mayor
SHERY L SCHROEDE , CITY CLERK
By:
SHERYLLSCHROEDER
APPROVED AS TO FORM:
JACK L. W ITE, CITY ATTORNEY
By'.
JOHN E. WWDHEAD IV
Dated:
Dated:
Assistant City Attorney
4Z z- ;Z
10831392_I.DOC
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"DEVELOPER"
ANAHEIM GW LLC,
a Delaware limited liability company
By: WA�ka w-' t -� Ll -c-
a tip°��a +,��L�; ��it,a c��,a�s•:l
Its: c��v
Name:
Its:
By:
Name:
Its: rnn3�t_
State of California
ss.
County o �)
O ,�005� , before me,
personally appeared
(name, title of o),Ticer, e.g., Jane Doe, Notary Public')
(name(s) of signer(s))
C personally known to me —OR—
proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which person(s) acted, executed the
instrument. a, JANET S. CHRISTENSEN
IMiA
� COMM. tt1509449 z
ubic
cn PCalifornia
Witness my hand and official seal. ='�; � Notary
County
M Comm EKuues Au . 24, 2008
Capacity claimed by signer:
❑ Individual
❑ Corporate Officer(s):
❑ Partner(s):
❑ General ❑ Limited
❑ Attorney-in-fact
❑ Trustee(s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
(name of person(s) or entity(ies))
(This section is OPTIONAL.)
Attention Notary: Although the information requested below is OPTIONAL, it could prevent fraudulent
attachment of this certificate to an unauthorized document.
THIS CERTIFICATE Title or Type of Document:
MUST BE ATTACHED
TO THE DOCUMENT Number of Pages: Date of Document: _
DESCRIBED AT RIGHT: Signer(s) Other than Named Above:
ORDINANCE NO. 5953
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM (i) APPROVING AMENDMENT NO. 1 TO FIRST
AMENDED AND RESTATED DEVELOPMENT
AGREEMENT NO. 99-01 BY AND BETWEEN THE CITY OF
ANAHEIM AND ANAHEIM GW LLC, AS SUCCESSOR -IN -
INTEREST TO EXCEL POINTE ANAHEIM, LLC, (ii)
MAKING CERTAIN FINDINGS RELATED THERETO, AND
(iii) AUTHORIZING THE MAYOR TO EXECUTE SAID
AGREEMENT FOR AND ON BEHALF OF THE CITY.
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 into a contract which is called a
development agreement in order to establish with certainty what regulations will govern the construction
of a development; and
WHEREAS, the City of Anaheim, as a charter city, has heretofore enacted Ordinance
No. 4377 (hereinafter "Enabling Ordinance") making the City subject to the Statute; and
WHEREAS, pursuant to Section 65865 of the Statute, the City heretofore enacted
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 Section 65864, et seq. of the Statute, the City of Anaheim and
Pointe Anaheim, LLC heretofore entered into that certain Development Agreement No. 99-01 dated as
of July 29, 1999 (hereinafter the "Original Development Agreement") to vest certain project entitlements
and further address the implementation of the Excel Pointe Anaheim project; and
WHEREAS, pursuant to Section 65864, et seq. of the Statute, the City of Anaheim and
Excel Pointe Anaheim, LLC, as successor -in -interest to Pointe Anaheim, LLC, heretofore entered into
that certain Amended and Restated Development Agreement No. 99-01 dated as of February 26,
2002 (hereinafter the "Development Agreement") to amend and restate and further address the
implementation of the Excel Pointe Anaheim project; and
WHEREAS, the Development Agreement addresses development of an irregularly-
shaped area within the Anaheim Resort area and The Disneyland Resort Specific Plan No. 92-1 Area,
consisting of several parcels totaling approximately 29.1 acres with frontages of approximately 585 feet
on the east side of Harbor Boulevard, 1,500 feet on the south side of Disney Way, 1,185 feet on the
west side of Clementine Street and 728 feet on the north side of Katella Avenue, all of which area is
more particularly described in the "Legal Descriptions" which are attached hereto as Attachment No. 1
and incorporated herein; and
EXHIBIT A
LEGAL DESCRIPTIO\
THAT PORTIO\ OF PARCEL 1 N THE CITY OF ANAHEIM, COU-NTY OF ORANGE, STATE
OF CALIFORNIA, AS SHOW-N ON THE MAP FILED IN BOOK », PAGE 46 OF PARCEL
%I_A-PS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYNG
NORTHERLY OF THE FOLLOWING DESCRIBED LINE:
COMMENCING AT THE NORTHERLY TERMINUS OF THAT CERTAIN COURSE SHOWiti
AS HAVING A BEARING AND DISTANCE OF "N 0=13'22" NEST 585.47'" ON THE
EASTERLY LINE OF SAID PARCEL I; THENCE SOUTHERLY SOUTH 0=3842" WEST
250.49 FEET ALONG SAID EASTERLY LINE TO THE TRUE POINT OF BEGINNING;
THENCE LEAVING SAID LINE NORTH 89=12'30" WEST 223.99 FEET TO THE WESTERLY
LINE OF SAID PARCEL 1.
A. AHG.4B30D Ga dcnWalk City Pa cl Lcgal DOC
AFFIDAVIT OF PUBLICATION
STATE OF CALIFORNIA, )
) SS.
County of Orange )
1 am a citizen of the United States and a resident
of the County aforesaid; I am over the age of
eighteen years, and not a party to or interested
in the above entitled matter. I am the principal
clerk of The Orange County Register , a
newspaper of general circulation , published in
the city of Santa Ana, County of Orange, and
which newspaper has been adjudged to be a
newspaper of general circulation by the Superior
Court of the County of Orange , State of
California, under the date of November 19,
1905, Case No. A-21046, that the notice, of
which the annexed is a true printed copy, has
been published in each regular and entire issue of
said newspaper and not in any supplement
thereof on the following dates, to wit:
January 19, 2005
"I certify (or declare) under the penalty of
perjury under the laws of the State of California
that the foregoing is true and correct":
Executed at Santa Ana, Orange County,
California. on
Date: January 19, 2005
Signature
The Orange County Register
625 N. Grand Ave.
Santa Ana, CA 92701
(714) 796-7000 ext. 2209
PROOF OF PUBLICATION
This space is for the County Clerk's Filing Stamp
a 4.
1"tr; ,
Proof of Publication of
Paste Clipping of
Notice
SECURELY
In This Space
oRDINANCE No SIM
IANCE OF THE CITY COUNCIL OF THE CITY OF ANAHEIM(I) APPROVING AMENDMENT NO. 1 TO FIRST
i AND RESTATED DEVELOPMENT AGREEMENT NO. 99-01 BY AND BETWEEN THE CITY OF ANAHEIM AND
GW LLC, AS SUCCESSOR -IN -INTEREST TO EXCEL POINTE ANAHEIM, LLC, (ii) MAKING CERTAIN FINDINGS
THERETO, AND (iii) AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT FOR AND ON BEHALF OF
kS, Article 2.5 of Chapter 4 of Division i of Title 7 of the Government Cade of the State of Caldomia (hereinafter
authorizes a city to enter into a contract which is called a development agreement in order to establish with cer-
regulations will governthe construction of a development; and
kS, the City of Anaheim, as a charter city, has heretofore enacted Ordinance No. 4377 (hereinafter "Enabling
") making the City subject to the Statute; and
4S, pursuant to Section 65865 of the Statute, the City heretofore enacted Resolution No. 82-R-565 (hereinafter
Its Resolution") :establishing procedures and requirements for the consideration of development agreements
WHEREAS, pureuant to Section 65884, at seq. of the Statute, the City of Anaheim and Pointe Anaheim LLC heretofore
@@n��t�ered into that certain Development Agreement No. 9" dated as of July 29, 1989 (hereinafter the "Original Develop-
'tltbnt Agreement') to vest certain prof ad entitlements and further address the implementation of the Excel Pointe Ans-
tia rolect and
WHEREAS, pursuant to Section 66684, at seq. of the Statute, the City of Anaheim and Excel Pointe Anaheim, LLC, as
fiuccesso-in-interest to Pointe ArWfykn, LLC, heretofore entered into that certain Amended and Restated Development
Agreement No. 9391 dated as of February 26, 2002 (hereinafter the "Development Agreement") to amend and restate
sand further address the implementation of the Excel Points Anaheim project; and
WHEREAS, the Agreement addresses development of an Ir larly-shaped area within the Anaheim Re:
'spit area and The Dia end Resort Specific Plan No. 92-1 Area, consisting of several parcels totaling epproxlmeteN 29.1
acres with tapes of approximat�r 5th feet an the seat side of Harbor Bonllevatd, 1,500 heel on the t side of
fj)srney Way, lint 783 fest on the weal tide of Clementine Sheat and 728 feet on the north side of ICatells Avenue, all of which
greens more particulary described In the "Legal Descriptions" which are attached hereto as Attachment No.1 and incorpo-
r@tad herein, and
WHEREAS, in connection with the Development Agreement, Ne Cly and Excel Pokrte Anaheim, LLC entered into that
certain Dis)roaltion and Development Agreement dated as of January 1, 2002 (ttne "Disposition and Development
reement ,end
REA the Fxcel Poirrte Anshelm, LLC changed its Dame to Mahaim Garden Walk, LLC and, with the City, entered
into that certain implementation Agreement dated as of Dumber 19, 2003 (tfte "InnOlementation Agreement"), cl&,Wng
and implementing the Disposition and Development reernent; the Disposition end Development Agreement, as clarified
and intplemeMed by the Implementation Agreement, ahe8hereinafDer be referred to as the 'DDA; "and
WHEREAS, Anaheim Garden Welk, LLC entered into' iflat certain Purchaes and Sale Agreement and Escrow Instruc-
tions dated as of November 4, 2004 (the 'Purchase and Stye )with KBM $tr[erprisea, LLC, a Nevada limited li-
abillltryy company, (-MM-) pursuantio which Anaheim (ate C has agreed to sell to 1®M, among other things,
all o the Mahaim Garden Walk, LLC's interests in and to the Excel Pointe Anaheim Property and the Development Agree -
111011; and
"WHEREAS, KMB has ass the Purchase and Sets Agreement eement to Anaheim GW LLC pursuant to that certain Assign-
ment of Purchase art Ste and Escrow Irn�uiSTons dated as of November 90, 2004; and
"WHEREAS, pursuant to 16.60 (Procedures);'di.66 (Conditional Use Permits) and 18.72 (Specific Plans) of the
Ahdhisrn Municipal Code, Sgaan Wilson, Senior Vice President of the Price Legacy Corporation (the managing member of
"Al "rn Garden Walk, LLC) as authorized agent for Anaheim Garden Walk, CLC, submitted requests (1) Conditional
07'
IN& Permit No. 48 be amended, (6) that the DDA be ded and assigned to Anaheim GW LLC, and (IN) that the City
141 Anaheim enter Into that certain Amendment No. 1 to ex First Amended and Restateri which print /�reemem No. 93
"!H"with Anaheim GW, LLC oollsich-ely, hereinafter the 'Proposed Project Actions"), which Proposed Project Actions
ri�rititld extend time date by h the commencement of construction of the initial phase of the Excel Pointe Anaheim prol-
W& must begin; end
"1WHEREA$the Excel Pointe Arahehn project addressed in Amendment No.1 to the First Amended and Restated Devei-
nt Agreement No. 9301, a copy of which is attechad hereto as Attachment No. 2 and incorporated herein, encom-
the same area as that addressed in the First AmerAYient and Restated Development Agreement No. 9301; and
WHEREAS, the City Planning Commission did hold a fixiblic hearing at the Anaheim Civic Center, Council Chambers,
'200 South Anaheim Boulevard,in the City of Anaheim December 13 2004, at 1:30 p.m., notice of said iblic hearing
fitig been,duly given as sed by law and inConditional with ft provisions of the Anaheim Mun1cipa) Code, Chap -
Project Actions aind to i ee a66 (nd make findings aannQ�mmendations in connection therewith; and
hear and consider evidence for an
the Proposed
)NHEREAS, said Planning Commission, by its Resolution No. PC2004-152, has found and determined that.the Proposed
Actions will not result in new significant impacts 4K substantial increases in the severity of previously identified
sig -impacts and no a or subsequernt ars lranmentei review is required; and
WHEREAS, the Planmrmg�lesion, by fts ficadutioh No. PC2004-152 which is Incorporated herein by this reference,
made certain ffndings that the applkxnt has demon she6/d eligibility to enter Into Amendment No. 1 to ft First Amended
and Restated (Javelopment Agreement No. 99-01 and >ftat Amendment No. 1 to the First Amended and Restated Agree-
ment No. 99.1 meets the criteria set forth in the Procellrrea ResoNftlon No. 82R -M; and
WHEREAS, The Cly Council did fog the 14th day of December, 2004 as the time, and the City Council Chamber in the
Civic Center as the place for a public heating on the Proposed Project Actions and did give notice thereof in the manner
and as provided by law; and
WHEREAS, a copy of Amendment No. 1 to the First Amended and Restated Development Agreement No. 99-01 has
been provided to the City Council and is available in the City Clerk's Office; and
WHEREAS, on December 14, 2004, the City Council did hold a public hearing upon the Proposed Project Actions, no-
tiee of which heaed q was given in the manner required by law; and
WHEREAS, the City Council did hold and conduct said noticed pubric hearing on December 14, 2004 and did give all
persons interested therein an opportunity to be heard and did receive evidence and reports to consider the Proposed Proj-
eisiloctions; and
WHEREAS, pursuant to the provisions of CEOA, on December 14, 2004, Ne City Council determined that the Proposed
Project Actions will not result in new significant impacts or substantial increases in the severity of previously identified sig -
""'WHEREAS, the applicant has demonstrated that k missile the elelikamibltlty r of Section 1.3 of the Procedures
Q11tikction to enter into Amendment No.1 to the First Amended and Restated ant Agreement No. 9301 by show -
:Nat, upon completion, the Pointe Anaheim Project vM result in the construction of up to 634,700 gross square feet of
dining/entertainment uses, which includes a 94,Q00 square foot aquarium; up to four hotels comprising a maximum
N,682 hotel rooms/suites (of which up to 200 units may be Vacation Ownership Resort units) with approximately 322,071
tObas square feat of related accessory uses of which up to 178,120 gross square fest on top of the parking structure may
1%'Used' for a hotel conference center ( ft hotel roon*eunes and accessory uses would encompass a maximum of
'F370,711 gross square feet); and a 1,949,800 gross square foot parking structure with up to 4,800 striped parking spaces
Ai 1i bus spaces at ultimate build out of the project wMh a 10,200 square foot bus terminal/facifitty for airport transport
RmEigiiiiaiii
ightseeing venues; and that The proposed development of Pante Anaheim would take piece in up to five rind of time; and, the City Council of the C'�ty of Mahaim; eftsr due inspection, investigation end study made by itself and ind after due consideration of and based upalm all evidence and reporle offered at said hearing, inGuding theented at the Planning Commission meeting`and Planning Commissian Rssolutlon No. PC2004-152 does findof the land use aspects of Amendment No. 1 to the Fist Amended and Restated Development Agreementt:
1. Amendment No.1 to the First Amended and Restated Development Agreement No. 99-01 is consistent with the Gener-
al -Plan of the City of Anaheim and The Disneyland Resort Specific Plan No. 92-1.
.-..2. Amendment No. 1 to the First Amended and Restated Development Agrearilent No. 99-01 is compatible with the uses
authorized in and the regulations prescribed for The Disneyland Resort Specific Plan No. 92-1.
3. Amendment No.1 to the First Amended and Restated DevelopmentMei. 9301 is compatible with the order-
ly development or pproperty in the Anaheim Resort area surrounding TheAil fiassort Specific Plan No. 92-1.
-4. Amendment No. 1 to the First Amended and Restated Development Agreement No. 99-01 is not otherwise detrimental
toNhe health, safety and welfare of the citizens of Anaheim.
- S. Amendment No.1 to the First Amended and Restated Development Agreement No. 99-01 will have an overall positive
awffsct on the health, safety and welfare of the residents of and visitors to ft City.
„ 6. Amendment No. t to the First Amended and Restated Development Agreement No. 99-01 constitutes a lawful, pres-
ant exercise of the City's police power and authority under the Statute, the Enabling Ordinance and the Procedures
-Resolution.
17. Amendment No. 1 to the First Amended and Restated Development Agreement No. 99.01 is entered into pursuant to
and in compliance with its charter powers and the requirements of Section 85067 of the Statute, the Enabling Ordinance
and the Procedures Resolution.
NOW THEREFORE, BE IT ORDERED BY THE CITY COUNCIL OF THE CITY OF ANAHEIM AS FOLLOWS:
SECTION 1
"That �yAmendment No. 1 to the First Amendment and Restated Development Agreement No. 99-01 be, and the same is
Ifibio-- $ECTI N 2ven-
That the Mayor be, and is hereby, authorized to execute Amendment No. 1 to to First Amended and Restated Develop-
ment Agreement No. 931 for an on behalf of the City.
- 7HE FOREGOING ORDINANCE IS PASSED, APPROVED AND ADOPTED SY THE CITY COUNCIL OF THE CITY OF
)4WEIM THIS ELEVENTH (11TH) DAY OF JANUARY, 2005, BY THE FOLLOWING ROLE CALL VOTE:
fi>#Faduced December 14, 201)4
AYYEES: Mayor Pringle, Ca ;r # Members Chavez, Galloway, Sidhu, Hernandez
NOES: None
"ABSTAIN: None
`ABSENT:None
7a/ Mayor CurtPringle
ATTEST: Sheryl[ Schroeder, CITY CLERK
'"TACHMEN'T NO. "
LEGAL DESCRIPTIONS
Melodyland Parcels:
PARCEL A
THE WEST 20 ACRES OF THE NORTHERLY 645.00 FEET ON THE SOUTHERLY 1320.00 FEET OF THE SOUTHEAST
QUARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA
-ANA, CITY OF ANAHEIM; COUNTY OF ORANGE, STATE- O CALIFORNIA, AS PER MAP RECORDED IN BOOK 51, PAGE
10 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER O SAID COUNTY.
EXCEPT THE WEST 720.00 FEET.
4"0 EXCEPT THE NORTH 60.00 FEET.
PARCEL B
THAT PORTION OF THE SOUTHEAST QUARTER O ION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RAN-
CHO SAN JUAN CAJON DE SANT IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA,
®RPDR AP RECORDED IN BOOKK 1, AGE 10 O E�l1S MAPS IN THE OFFICE OF THE COUNTY RE-
E Nil DE g ISED AS FOLL
�BEGINNING AT THE �THWEST CORNER OF SAiDL SOUTHEAST QUARTER THENCE NORTH 675.00 FEET ALONG
THE WEST LINE O SAID SOUltST QUARTER- THENCE EAST` 633.51 FEET L WITH THE SOUTH UNE OF
SAID SOUTHEAST QUARTER TOW E TRUE POINT OF BEGINNING; THENCE SQUTH 0 16'30- EAST 675.11 FEET TO
A POINT, SAID POINT G ALSO THE SOUTH�gMRLY CORNER O THE LAND DESCRIBED IN DEED TO ALWYN
-W,-JFWELL AND LIJO G. JEWELL, RECORDED OCTOBER 5, IN 4912 PAGE 102, OFFICIAL RECORDS;
THENCE EAST 486.49 LET ALONN3 THE SOUTH UNE OF SOUTHFJZ& R TO THE SOUTHEAST CORNER
OF LAND CONVEYED TO DO�F, REA BY DEED ! D DEC 1, IN BOOK 4521, PAGE 453, O OF-
PICIAL RECORDS; THENCE 675.00 FEET ALONG THE EAST LINE OF SIr LAND CONVEYED TO REA, TO THE
T =Cfle• TYCWrc WFCT At nNr, TNF NnR H I WJF SAID LAND OF REA TO THE TRUE
IT THE WEST 292.00 FEET THEREOF.
EXCEPT THE SOUTH 380.00 FEET THEREOF.
y sr Parcel:
OF TRACT NO. 3330 IN THE CITY OF ANAHEIM, COUNTY O ORANGE, STATE OF CALIFORNIA, AS SHOWN
MAP RECORDED IN BOOK 113, PAGES 21, AND 22 O MISCELLANEOUS MAPS, RECORDS OF ORANGE COUN-
LIFORNIA.
Parcel:
1 AND 2 O TRACT 3330, N THE CITY O ANAHEIM COUNTY O ORANGE, STATE OF CALIFORNIA, AS PER
IECORDED IN BOOK 113, PAGES 21 AND 22 OF MISCkLLANEOUS MAPS IN THE OFFICE OF THE COUNTY BE-
ER OF SAID COUNTY.
� r THEREFROM THAT PORTION CONVEYED TO THE CITY O ANAHEIM BY DEED RECORDED JULY 30, 1997 AS
UMENT NO. 97-03910119, OFFICIAL RECORDS.
Parcel:
4 AND 5 OF TRACT NO. 3330, IN THE CITY OF ANAHEIM COUNTY OF ORANGE, STATE O CALIFORNIA, AS
IAP RECORDED IN BOOK 113, PAGES 21 AND 22 O MISCRLLANEOUS MAPS, IN THE OFFICE OF THE COUNTY
Rist Parcel:
PARCELI: _
THE WEST 292 FEET OF THAT PORTION OF B�QJTHEAST QUARTER ECTION 22 IN TOWNSHIP 4 SOUTH,
RANGE 10 WEST, IN THE RANCHO SAN JUAN DE SANTA ANA OF ORANF3 STATE OF CALIFORNIA,
ASSHOWN ON A MAP THEREOF RECORDED IN , 51, PARE 10, 14ISCEIJ.ANEOUS MAPS, RECORDS OF SAID OR-
ANGE COUNTY, DESCFMDAS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF,SAID SOUTHEAST ER; THENCE NORTH 675.00 FEET
ALONG THE WEST LINE O SAID SOUTHEAST QUARTER• THENCE EAST 1 FEET PARALLEL WITH THE SOUTH'.
LINE OF SAID SOUTHEAST QUARTER TO THE TRUE'06ii4 OF BEGINNING NCE SOUTH OE 18' 30" EAST 675.11
FEET TO A POINT, SAID POINT BEING ALSO THE�HEASTERL OORNEFt THE LAND DESCRIBED IN DEED TO
AGIfVYN S. JEWEL AND LUCIIIJ G. JEWELL, RE D OCTOBER 5 .BOOK 4912 PAGE 102, OFFICIAL RE-
CORDS; THENCE EAST ALONG THE SOUTH LUNE OF SAID 30UTHEAS T 466.49 FEET TO THE SOUTHEAST
4 ORNER OF LAND CONVEYED TO DONALD F. REAM DEED RECORDED MBER 1 1968 IN SOK 4521, PAGE
643, OFFICIAL RECORDS; THENCE NORTH ALONG THE EAST LINE OSA D CONVEYED TO REA, 675.00 FEET
TO THE NORTHEAST CORNER THEREOF; THENCE WEST ALONG THE N1 LINE OF SAID LAND O REA TO THE
TRUE POINT OF BEGINNING;
B(CEPT THEREFROM THE WEST 150 FEET O THE SOUTH 360 FEET;
ALSO EXCEPT THEREFROM THE SOUTH 60 FEET INCLUDED WITHIN KATELLA AVENUE, 120 FEET WIDE.
I OF THE SOUTHEAST QUARTER O SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RAN -
4 CAJON DE SANTA ANA, IN THE OF Y O ANAHEIM, AS ON A MAP THEREOF RECORDED IN
:10 MISCELLANEOUS MAPS, RE OF SAID ORANGE DESCRIBED AS FOLLOWS:
AT THE SOUTHWEST CORNER .SAID SOUTHEAST R• THEM NORTH 675.00 FEET
EST UNE OF S/VD SOUTHEAST R THENCE All FEET PARALLEL WITH THE SOUTH
MUTHEAST QUARTER TO THE, ARV O REGI THENCE 0016' 30" EAST 675.11 FEET TO
POINT BEING ALSO THE LY CORNER OF I D DESCR03ED IN DEED TO ALWYNS
) LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1959 IN 4912, PAGE 102, OFFICIAL RECORDS;
ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTEN+ E49 FEET TO THE SOUTHEAST COR_
CONVEYED TO DONALD F. REA BY DEED RECORDED DEC&R 1, 1956 IN BOOK 4521, PAGE 543,
)RDS; THENCE NORTH ALONG THE EAST LINE OF SAID, LANG CONVEYED TO REA, 675.00 FEET TO
ST CORNER THEREOF; THENCE WEST ALONG THE NORTH LINE O SAID LAND OF REA TO THE
F BEGINNING.
-FROM THE SOUTH 60.00 FEET INCLUDED WITHIN KATELLA AVENUE,120.00 FEET WIDE.
THEREFROM THE NORTH 315 FEET.
THEREFROM THE WEST 292 FEET.
I OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE CITY
COUNTY OF ORANGE, STATE OF CALIFORNIA AS SHOWN 04 A MAP RECORDED IN BOOK 51, PAGE
ANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA,DESCRIBED AS FOLLOWS:
AT THE SOUTHWEST CORNER OFSAID SOUTHEAST R; THENCE NORTH 675.00 FEET
'EST LINE OF SAID SOUTHEAST QUARTE THENCE EAST $"At FEET PARALLEL WITH THE SOUTH
- cw — I TCG• TW=fJrC CN ITN it,, 'NY FACT 1176 n FFFT TO THE TRUE POINT OF BEGIN -
NTNG, SAID POINT ALSO BEING THE SOUTHEASTERLY CORNER OF THE 4AA^RU UtSr MMMU IIv UttU i U ALM rn 0.
JEWELL AND LUCI G. JEWELL, RECORDED OCTOBER 5, 1959 IN BOOK 4912, PAGE 102 O OFFICIAL RECORDS;
C :THENCE NORTH Q16" 30" WEST, 360.00 FEET ALONG THE EASTERLY LINE O SAF) SOUTHEAST QUARTER;
THENCE SOUTH 0 16" 30" EAST, 360.00 FEET. PARALLEL WITH SAID EASTERLY LINE OF THE LAND CONVEYED TO
JEWELL TO THE SOUTHERLY LINE OF SAID SECTION; THENCE WEST ALONG THE SOUTHERLY UNE OF SAID SEC-
TION 150.00 FEET TO THE TRUE POINT O BEGINNING.
EXCEPTING THEREFROM, THAT PORTION OF SAO PROPERTY LYING SOUTHERLY O THE NORTHERLY UNE OF
D THAT OR
COURTERTAIN OF THEFINAL STATEOOFER OF CONDEMNATIONCALIFORNIA, A CERTIFIED COPY OF ICH NMS RECORDEDATED JANUARY 30, 10M, CASE NO. FEFEBBRRUARY 9OF , 1998 AS NR
STRUMENT NO,19980071981 OF OFFICIAL RECORDS.
C' Parcel
'TYRE NORTHERLY 260.35 FEET OF PARCEL 1, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF
E CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK 55, PAGE 46 O PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
ppyyrro�v�est Parcels:
PARCELI:
F THE EAST 660.00 FEET OF THE WEST 720.00 FEET OF THE NORTH 585.00 FEET OF THE SOUTH 1260 FEET OF THE
SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON
DE SANTA ANA, IN THE CITY O ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED
IN BOOK 51, PAGE 10 OF MISCELLANEOUS N r, 6,,1INIBTHE OFFICE O THE COUNTY RECORDED OF SAID COUNTY.
EXCEPTING THEREFROM, THE FOLLOWING ID�EE ED PROPERTY:
G BEGINNING AT A POINT SOUTH Ou 13' 22' EAST 15.03 FEEL FROM THE NORTHWEST CORNER OF THE ABOVE DE -
SC - BED�ROPERTY SAID POINT BEING ON THE EASTERLY UNE OF HARBOR BOULEV D 120 FEET WIDE; THENCE
SI�LITH 0 13' 22' EAST ALONG SAID EASTERLY UNE 100.06 FEET; THENCE NORTH 54' 30" EAST PARALLEL TO
TETE NORTHERLY LINE OF ABOVE DESCRIBED PARCEL 111.34 FEET; THENCE H 13' 22' WEST, PARALLEL TO
THE EASbERLY UNE OF HARBOR BOULEVARD 30.75 FEET; THENCE NORTH54' 38" EAST 38.86 FEET; THENCE
H NORTH 0 13' 22" WEST 64.36 FEET TO A POINT ON THE SOUTHERLY F FREEDMAN WAY, 60.00 FEET WIDE;
THENCE ALONG THE SOUTH LNE OF SAID FYELMMN WAY, SOUTH 54 30 WEST 134.97 FEET TO THE BEGIN-
NING OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADHUH $ O 15.00 FEET; THENCE WESTERLY AND
SOUTRUTHERLY
POINT ALONG GINN NG OFTH S DESCRIPTION RAL ANGLE OF 90e 07 52"ALENGTH OF 23.60 FEET TO THE
PARCEL2:
BEGINNING AT A POINT SOUTH 0013' 22' EAST 15.03 FEET FROM THE NORTHWEST CORNER OF THE ABOVE DE-
SCRIBED PROPERTY SAID POINT BEING ON THE EASTERLY UNE OF HAR BOULEV D 120 FEET WIDE; THENCE
SOUTH Do 13' 22" EAST ALONG SAID EASTERLY UNE 100.08 FEET; THENCE NORTH 54' 30" EAST PARALLEL TO
THE NORTHERLY LINE OF ABOVE DESCRIBED PARCEL 111.34 FEET; E NO TH 13' 22' WEST, PARALLEL TO
THE EAS DERLY LINE O HARBOR BOULEVARD 30.75 FEET; THENCE t ON FY 54' 38' EAST 36.66 FEET; THENCE
NORTH 0 13" 22" WEST 84.36 FEET TO A POINT ON THE SOUTHERLY L OF FREEDMAN WAY, 60.00 FEET WIDE;
THENCE ALONG THE SOUTH LINE OF SAID FREEDMAN WAY, SOUTH 6$0 54' 30" WEST 134.97 FEET TO THE BEGIN-
NING OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 15.00 FEET; THENCE WESTERLY AND
-SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE O 90u OT 52" A LENGTH OF 23.60 FEET TO THE
1r19UE POINT OF BEGINNING OF THIS DESCRIPTION.
W. ATTACHMENT NO. 2.
AMENDMENT NO. 1 TO FIRST MENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 99-01
R.0 between the City of Anaheim and Anaheim GW LLC, as successor -in -interest to Excel Pointe Anaheim, LLC
(To be attached) - -.
anue County Register Ja uati 19.2005 r97/651106B