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HomeMy WebLinkAboutBENTALL/WESTIMSTER 1-1989i �7 114 r MP 7 E « E IncaG C Ea �� rn Ov at5 V3 = a�a RECORDING REQUESTED BY WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 P nia Gq I�ih1 RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY. CALIFORNIA -205 PM MAR 22'90 Q • RECORDER (Above Space for Recorder's Use Only) DEVELOPMENT AGREEMENT FOR BENTALL EXECUTIVE CENTRE THIS DEVELOPMENT AGREEMENT ( "Developme t Agreement ") is made and entered into this day of ��,, 19gf, by and between the CITY OF SANTA ANA, a municipal corporation organized and existing under the laws of the State of California ( "City "), and BENTALL /WESTMINSTER PARTNERS, a California general partnership ( "Developer "). R E C I T A L S• A. California Government Code SS 65864 et sec. provide that the legislative body of a city may enter into a development agreement with persons having legal or equitable interests in real property for the development of real property in order to, among other things: (i) vest certain rights in the developer; (ii) provide certainty in the approval of development projects in order to avoid the waste of resources; (iii) encourage investment in and commitment to comprehensive planning which will make maximum efficient utilization of resources at the least economic cost to the public; (iv) strengthen the public planning process and encourage private participation in comprehensive planning; and (v) reduce the economic costs of development by providing assurance to the developer that the developer may proceed with its projects in accordance with existing policies, rules, and regulations subject to conditions of approval. B. Pursuant to California Government Code Section 65865, the City has adopted its Resolution No. 82 -92, establishing procedures and requirements for the approval of development agreements. Developer has applied to the City pursuant to California Government Code Sections 65864- 65869.5, and pursuant to said Resolution for approval of the Development Agreement set forth herein. 0C22 \W50 \rkb \bent2.a9t 11/20/89 C. The City desires to enter into this Development Agreement with Developer in order to facilitate the development of certain property (the "Property ") known as "Bentall Executive Center" (the "Development "), more fully described in Exhibit A and shown on the map set forth on Exhibit B, both attached hereto. Such development shall be in accordance with the (i) Plan of Development for the Property as set forth in Exhibit C attached hereto and incorporated herein by this reference (the "Plan ") and (ii) Existing Development Regulations (as defined below). The City has given notice of its intention to adopt this proposed Development Agreement, has conducted public hearings thereon pursuant to Government Code Section 65867, and the City's Resolution No. 82 -98 and has found that the provisions of this Development Agreement and its purposes are consistent with the objectives, policies, general land uses and programs specified in the City's General Plan, the Plan, and the Existing Development Regulations. In connection with its approval of the Development, a Final Environmental Impact Report ("EIR") was prepared and certified by the City Council on Dec. 4 , 1989 D. Development of the Property requires the construction of substantial public improvements in various phases, many of which improvements will benefit both the Development and surrounding areas. Certain development risks and uncertainties associated with the long term nature of the Development, including the cost of the portion of these public improvements, could discourage and deter Developer from making the long term commitments necessary to fully develop the Property; therefore, the parties desire to enter into this Development Agreement in order to reduce or eliminate uncertainties to such development over which the City has control. E. As permitted by law, the City and Developer desire to establish design and development standards for the entire build -out period of the Development, including all phases thereof, the permitted uses for the Development, and to identify the scope of public infrastructure improvements to be required for and as a result of the Development. F. The City recognizes that Developer may sustain substantial losses if the City were to default in its obligations herein undertaken, including the substantial investment made by Developer to plan the Development. G. The City, by electing to enter into contractual agreements such as this one, acknowledges that the obligations of the City shall survive beyond the term or terms of the present City Council members, that such action will serve to bind the City and future councils to the obligations thereby undertaken, and this Development OC22 \YP50 \rkb \bent2.a9t 2 11/20/89 Agreement shall limit the future exercise of certain governmental and proprietary powers of the City. By approving this Development Agreement, the City Council has elected to exercise certain governmental powers at the time of entering into this Development Agreement rather than deferring its actions to some undetermined future date. The terms and conditions of this Development Agreement have undergone extensive review by the City and its Council and have been found to be fair, just and reasonable, and the City has concluded that the pursuit of the Development will serve the best interests of its citizens and the public health, safety and welfare will be best served by entering into this obligation. The City acknowledges that Developer would not consider or engage in the Development without the assurances of development entitlement which this Development Agreement is designed to provide. H. The mutual undertakings, assurances, and covenants provided for in this Development Agreement provide public benefits to the City and its residents, including the promotion of comprehensive planning, private and public cooperation and participation in the provision of public benefits, the increase in the City tax revenues from the Development, and the effective and efficient development of public facilities and infrastructure supporting the Development which was contemplated and promoted by Government Code §§ 65864 et se . I. This Development Agreement will promote and encourage the development of the Property by providing Developer and its creditors with a greater degree of certainty of Developer's ability to expeditiously and economically complete the development effort, and the parties agree that the consideration to be received by the City pursuant to this Development Agreement and the rights secured to Developer hereunder constitute sufficient consideration to support the covenants and agreements of the City and Developer. By entering into this Development Agreement, the City desires to vest in Developer, to the fullest extent possible under the law, all possible development entitlements in order to complete the Development. J. The City Planning Commission and the City Council have found and determined that this Development Agreement: (i) is consistent with the City's general plan and all specific plans as of the date of this Development Agreement (as referenced in Government Code §§ 65450 et sea.) applicable to the Development; (ii) is in the best interest of the health, safety, and general welfare of the City, its residents, and the public; (iii) is entered into pursuant to and constitutes a present exercise of the City's police power; and (iv) is entered into pursuant to and in compliance with the requirements of Government Code § 65867, the City OC22 \YP50 \rtb\be t2.ast j 11/20/89 Development Agreement Resolution No. 82 -92; and the City Council has adopted an ordinance authorizing the execution of this Development Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows: 1. Binding Effect of Development Agreement. The Development Agreement pertains to the Property as described in Exhibit A. The burdens of the Development Agreement are binding upon, and the benefits of the Development Agreement inure to all successors in interest of the parties to the Development Agreement, and constitute covenants which run with the Property, and in order to provide continued notice thereof, this Development Agreement will be recorded by the parties. The assurances provided to Developer in this Development Agreement are provided pursuant to and as contemplated by Government Code §§ 65864 et se q., and in consideration for the undertakings of Developer as set forth in this Development Agreement, and are intended by the City to be and have been relied upon by Developer to its detriment in undertaking the obligations and covenants provided in this Development Agreement and in expending monies and making improvements pursuant to this Development Agreement. The parties agree that the consideration to be received by the City pursuant to this Development Agreement and the rights secured to Developer hereunder constitute sufficient consideration to support the covenants and agreements of the City and Developer. 2. Relationship of the Parties. It is hereby specifically understood and acknowledged that the Development is a private project and that neither the City nor Developer will be deemed to be the agent of the other for any purposes whatsoever. 3. Reservations and Dedications. It is hereby further understood and agreed that no reservations or dedications of land will be required by the City as a condition to development of the Property during the Term (as herein defined), except as part of the conditions imposed in connection with the approval of the site development plan for the Plan or as otherwise agreed to in writing by the City and Developer. Nothing herein shall be construed to limit the City's powers of eminent domain. 4. Term. (a) The term ( "Term ") Agreement is ten (10) years from subject to earlier termination as OC22 \WP50 \rkb \bent2.a9t 4 of this Development the date of execution, hereinafter provided. 77/20/89 C� (b) Pursuant to Section 66452.6(a) of the California Subdivision Map Act, any tentative Subdivision Map approved for the Property shall also be extended for a period equal to the period this Agreement remains in effect. 5. Development Standards. In connection with development of the Property by Developer, the City hereby agrees that the permitted uses of the Property, density of use, intensity of use, maximum height and size of proposed buildings shall be those set forth specifically in the Plan, attached hereto as Exhibit C. 6. Processing of Applications and Permits. The City will accept the processing and review of all applications for permits or other entitlements with respect to the development and the use of the Property in accordance with this Development Agreement. It is understood by the parties to this Development Agreement that pursuant to existing law, development review approvals shall not remain valid for the terms of this Development Agreement, but only for the term of such development review approvals. Accordingly, Developer shall have the right to file such new development review applications on portions of the Development where such previously approved development review approvals have expired. Any such new development review applications filed for the Development shall be reviewed in accordance with the Plan and Existing Development Regulations. 7. Development Review. Nothing set forth herein shall impair or interfere with the right of the City to require the processing of building permits as required by law and to conduct its development review of any specific improvements proposed for the Development pursuant to the applicable provisions of Chapter 41 of the City's Municipal Code which are in effect as of the date hereof; provided, however, no such review shall authorize or permit the City to impose any condition and /or withhold approval to any proposed building the result of which would be inconsistent with any term or provision of this Development Agreement, and it is hereby further provided that the basis for the City's development review shall, to the degree possible, be limited to architectural design and compatibility with the standards and specifications set forth in the Plan. It is further agreed that the City shall in all events provide reasonable alternatives to the design and layout of any building in the event that the City disapproves any building as proposed. 8. Utility Capacity. It is hereby agreed that the City will not undertake any act or neglect to perform any act or duty which would impair or inhibit Developer's receipt of OC22 \VP50 \rkb \bent2.a9t 5 11/20189 water or sewer service subject only to the payment of fees therefor by Developer. The City hereby represents that it currently has sufficient water and sanitary sewage capacity for the entire development of the Property. Nothing herein shall be construed to limit the City's ability to impose reasonable conditions on future discretionary approvals which require Developer to install water and sewer lines and appurtenances servicing the Property. 9. Assignment. Developer shall have the right to sell, assign, or transfer all of its interest in the Property along with all of its right, title and interest in and to this Development Agreement to any person, firm or corporation at any time during the term of this Development Agreement without the consent of the City. 10. Periodic Review of Compliance. In accordance with Government Code Section 65865.1, the City Council shall review this Development Agreement at least once each calendar year hereafter. At such periodic reviews, Developer must demonstrate its good faith compliance with the terms of this Development Agreement. Developer agrees to furnish such evidence of good faith compliance as the City, in the reasonable exercise of its discretion and after reasonable notice to Developer, may require. Developer shall be deemed to be in good faith compliance with this Development Agreement if the City is not entitled by the terms and provisions of this Development Agreement to terminate this Development Agreement. 11. Amendment or Cancellation. This Development Agreement may be amended or cancelled in whole or in part only by mutual consent of the parties and in the manner provided in Government Code Sections 65868, 65867 and 65867.5. 12. vesting of Development Rights. (a) General Statement. As a material inducement to Developer and its lenders to continue with diligent efforts to promote the development of the Property, the City desires to cause all development rights which may be required to develop to completion the Property with buildings and related improvements consistent with the Plan, to be deemed vested in developer, as of the date of this Development Agreement, to the greatest extent permitted by law, and to be free of all discretionary rights of the City or any body or agency thereof, except as herein provided, to impose any subsequent building moratoriums or restrictions on development which are inconsistent with this Development Agreement. OC22 \YP50 \rkb \be t2.a9t 6 11120189 (b) Existing Rules to Govern. In accordance with the terms of Government Code S 65866, the City and Developer agree that the ordinances, rules, regulations and official policies of the City (collectively, the "Existing Development Regulations ") in effect as of the date of this Development Agreement, governing the design, density, permitted land uses, improvement, and construction standards applicable to the Development shall govern during the Term of this Development Agreement. For ease of reference only, a copy of a portion of the Existing Development Regulations is set forth in Exhibit D attached hereto. Except as otherwise provided in this Development Agreement, no amendment to, revision of, or addition to any of the Existing Development Regulations without Developer's written approval, whether adopted or approved by the City Council or any office, board, commission or other Agency of the City, or by the people of the City through charter amendment or initiative measure, shall be effective or enforceable by the City with respect to the Development, its design, grading, construction, remodeling, use or occupancy, schedule of development. (c) Definition of "Existing Development Regulations ". As used herein, "Existing Development Regulations" shall not include municipal laws and regulations which do not conflict with Developer's vested rights to develop and use the Property in accordance with the Plan. Developer and its successors and assigns and all persons and entities in occupation of any portion of the Property shall comply with such non - conflicting laws and regulations as may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, such non - conflicting laws and regulations include the following: (i) Taxes, assessments, fees and charges; (ii) Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Code; (iii) Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city -wide basis; and (iv) Procedural rules. (d) Subsequent "Slow /No Growth" Measures. Consistent with (a) and (b), above, the City and Developer OC22 \W50 \rkb \bent2. a9t 7 11/20/89 ' • Y • specifically agree that any subsequently enacted initiatives, referendums, or amendments to the City's General Plan and /or zoning Code which contain "slow /no growth" measures or which by their terms are intended to, or by operation have such effect shall have no application to the Development. Notwithstanding any such measures, the mitigation measures required for the Development are limited to those established by this Development Agreement. 13. Environmental Compliance. (a) EIR Processing Completed. Developer hereby acknowledges that the Development shall be subject to the mitigation measures set forth in the EIR and identified in Exhibit E hereto. To the extent that Developer develops the Development, Developer hereby agrees to implement the various mitigation measures required to be implemented by Developer as specified in Exhibit E. It is understood and agreed that the costs of any off -site improvements (including, without limitation, land acquisition costs, severance damages and construction costs) are to be borne by Developer except as otherwise expressly provided in this Development Agreement or as otherwise stated in the EIR, and subject to such reimbursements to Developer as may hereafter be agreed to by the City. (b) Subsecuent Environmental Review. In exercising its legislative discretion to enter into this Development Agreement and to commit the City to the completion of the Development, the City has reviewed and considered the potential adverse environmental impacts related to all aspects of the contemplated project, including, without limitation, the potential demands the Development will make on local and regional streets, highways, parks and recreation areas, water capacity and water lines, sewer capacity and sewer lines, flood and storm drain systems, and energy conservation, and the effect on school capacity, traffic, pedestrian safety, noise and air quality impacts. The City has further reviewed and considered from a variety of perspectives, and has analyzed pursuant to a variety of assumptions, the projected future regional and cumulative environmental demands that will compete with the Development for available capacities and cumulatively add to potential adverse impacts. In so doing, the City has considered among other things, the possibilities that: (i) Federal, local, regional and state plans, if any, for provision of new infrastructure OC22 \uv50 \rkb \bc t2.agt 8 11/20189 1 H � 0 systems or expansion of existing infrastructure systems may be delayed, modified or abandoned; (ii) The types, intensities, and amount of future regional development may exceed or otherwise be different from that currently being planned by the City and other local agencies; and (iii) Regional and Development generated demands on infrastructure and utility improvements to be constructed as a part of the Development may exceed in either the short run or the long run the allocated capacities for such demands. After assessing these and other potential adverse environmental impacts associated with the development of the Property, the City has imposed mitigation measures through the EIR and the subdivision review process, and this Development Agreement to the fullest extent the City considers feasible and necessary. The City has determined that phased completion of the Development in the manner contemplated will itself provide the mitigation measures needed to contribute to alleviate short run and long run potential adverse environmental impacts, and that the public benefits of the Development override any potential adverse environmental impacts which may arise during the development period; therefore, the City agrees, consistent with California Public Resources Code Section 21166, that no subsequent or supplemental environmental impact report shall be required by the City for the subsequent discretionary approvals except as set forth in said section. 14. Enforcement. Unless amended or cancelled as provided in Paragraph 11, this Development Agreement shall continue to be enforceable by any party to it, notwithstanding a change in general or specific plans, zoning, subdivision, building or other regulations adopted by the City which alter or amend the rules, regulations or policies applicable to the Development. 15. Supersession of Agreement by Changes in State or Federal Law. In the event that State or Federal laws or regulations enacted after this Development Agreement have been entered into or the action or inaction of any other affected governmental jurisdiction prevents or precludes compliance with one or more provision of this Development Agreement that requires changes in plans, maps or permits approved by the City, the parties shall: (a) Provide the other party with written notice of such State or Federal restriction, provide a copy of OC22\1P50 \rtbVben agt 9 11/20/89 G such regulation or policy as a statement of conflict for the provisions of this Development Agreement; and (b) Promptly meet and confer with the other party in a good faith and make a reasonable attempt to take such action necessary to protect and preserve the validity and enforceability of this Development Agreement, including modification or suspension of this Development Agreement, only if such action would be ultimately necessary to comply with such Federal or State law or regulation and at the same time would protect and preserve the Development Plan contemplated by this Development Agreement. Thereafter, regardless of whether the parties reach agreement on the effect of such Federal or State law regulation upon this Development Agreement, the matter shall be scheduled for a hearing before the City Council, upon thirty (30) days notice, for the purposes of determining the exact action which is required by such Federal or State law or regulation. 16. Enforced Delay and Extension of Times of Performance. In addition to specific provisions of this Development Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are demonstrated to be due to acts of God, war, acts or omissions of the City, acts or omissions of third parties which are not a party to this Development Agreement, including but not limited to, other governmental agencies, or other causes beyond the reasonable control of Developer. An extension of time in writing for any such cause shall be granted for the period of the enforced delay, or longer as mutually agreed upon, which period shall commence to run from the time of commencement of cause. 17. Notices. Any notice or instrument required to be given or delivered to either party to the Development Agreement may be given or delivered by depositing the same in the United States mail, certified mail, postage prepaid, addressed to: City: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Attn: City Manager Developer: Bentall Development Company 3111 North Tustin Avenue, Suite 150 Orange, California 92665 Attn: Michael Browning OC22 \YP50 \rkb \bent2.agt 10 11/20189 Notice of change of address shall be delivered in the same manner as any other notice provided herein, and shall be effective three days after mailing by the above - described procedure. 18. Breach and Remedies. Notwithstanding any provision of this Development Agreement to the contrary, Developer shall not be deemed to be in default under this Development Agreement, and the City may not terminate Developer's rights under this Development Agreement unless the City shall have first delivered a written notice of any alleged default to Developer, which shall specify the nature of such default. If such default is not cured by Developer within ninety (90) days of service of such notice of default, or with respect to defaults which cannot be cured within such period, Developer fails to commence to cure the default within thirty (30) days after service of the notice of default, or thereafter fails to diligently pursue the cure of such default until completion, the City may terminate Developer's rights under this Development Agreement. In the event of a default by either party which is not cured within the time prescribed hereinabove, the non - defaulting party may undertake one or more of the following remedies: (a) Terminate this Development Agreement by written notice stating the grounds for such action; or (b) Institute an action for specific performance of this Development Agreement, it being expressly agreed that, in the event of a breach of this Development Agreement, irreparable harm is likely to occur to the non - breaching party and damages are not an available remedy. In no event shall either party to entitled to damages against the other party based upon the other party's default under this Development Agreement. 19. Estoppel Certificate. Either party may, at any time, and from time to time, deliver written notice to the other party requesting such party to certify in writing that, to the knowledge of the certifying party, (i) this Development Agreement is in full force and effect and a binding obligation of the parties, (ii) this Development Agreement has not been amended or modified either orally or in writing, and if so amended, identifying the amendments, and (iii) the requesting party is not in default in the performance of its obligations under this Development Agreement, or if in default, to describe therein the nature and amount of any such defaults. The party receiving a request hereunder shall execute and return such certificate within thirty days following the receipt thereof. The City acknowledges that a certificate hereunder may be relied upon by transferees and mortgagees of Developer. OC22 \VP50 \rkb \bent2.a9t 11 11/20/89 20. Entire Agreement. This Development Agreement and the exhibits herein contain the entire agreement between the parties, and is intended by the parties to completely state the Development Agreement in full. Any agreement or representation respecting the matters dealt with herein or the duties of any party in relation thereto, not expressly set forth in this Development Agreement, is null and void. 21. Recordation of Agreement. This Development Agreement and any amendment and cancellation hereof shall be recorded in the Official Records of the County of Orange by the Clerk of the City within the period required by Section 65868.5 of the Government Code. 22. Severability. If any term provision, condition, or covenant of this Development Agreement, or the application thereof to any party or circumstances, shall to any extent be held invalid or unenforceable, the remainder of the instrument, or the application of such term, 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 each term and provision of this Development Agreement shall be valid and enforceable to the fullest extent permitted by law. 23. Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Development Agreement. 24. Counterparts. This Development Agreement has been executed in one or more counterparts, each of which has been deemed an original, but all of which constitute one and the same instrument. 25. Time of Essence. Time is of the essence in the performance of the provisions of this Development Agreement as to which time is an element. 26. Date. This Development Agreement shall be dated as of the date of adoption of an ordinance of the City approving this Development Agreement, it being understood that such an ordinance shall not have been submitted to the City Council for adoption until after the execution of this Development Agreement by Developer. This Development Agreement shall become effective on the date said ordinance becomes effective. OC22 \NP50 \rkb \bent2.agt 12 11120/89 IN WITNESS WHEREOF, the undersigned have executed this Development Agreement as of the day and year first above written. "City" CITY OF SANTA ANA, a municipal corporation By: � fKA L.1 QK ATTEST: Clerk APPROVED AS TO FORM: "Developer" BENTALL /WESTMINSTERT PARTNERS By: Bentall roperties, Inc. Its: Ma/haaqing General Partner By: By: G` -- Its: C (yT"''IICZ OC22 \WP50 \rkb \bent2.agt 13 11/20/89 0 0 IN WITNESS WHEREOF, the undersigned have executed this Development Agreement as of the day and year first above written. "City" CITY OF SANTA ANA, a municipal corporation By : - ivt t i2 ATTEST: C42 Clerk APPROVED AS TO FORM: State of California SS. County of Orange T.- On thiel&ndday of MAIZIC14 in the year 122!D_, before me , Clerk of the Council or W. O. BAltDlJ ,Deputy Clerk of the CouncN of tbe�ity of Santa Ana personally appeared ICE C uY —' personally known to n proved to me on the basis of satisfactory evidence) to be the person who executed this Instrument as 1'14E 0–I_E12,IL OF THE (1611MC 116. of the City of Santa Ana and acknowledged to me tl the City of Santa Ana executed It. State of California ss. County of Orange x On this U-nd day of MAM* in the year 1990 . , before me , Clerk Of the Council or P . BAKER— Deputy Clerk of the Council of the Pity of Santa Ana personally appeared QW91E- `COON • personally known to me (or Proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as THE MA`f O R of the City of Santa Ana and acknowledged to me tha,�N the City of Santa Ana executed it. %`F� t� 11/20/89 1 1 . • STATE OF CALIFORNIA SS. COUNTY OF ORANGE On this 9th day of March , 1990, before me, a Notary Public in and for said State, personally appeared James J. Warshawski , personally known to me (or proved to me on the basis of satisfactory evidence) and Charles A. Wright , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as Vice - President and Controller respectively, on behalf of Bentall Properties Inc. a California corporation, the corporation therein named, and acknowledged to me that said corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors, said corporation being known to me to be the managing general partner of Bentall /Westminster Partners , a California general partnership, the general partnership that executed the within instrument, and acknowledged to me that such corporation executed the same as such partner and that such partnership executed the same. WITNESS my hand and official seal. y ke+e es -oeee a +eo-'r�e�e -'eH 4TT / Or n(IAI -.AL / B rimf- Louise Hall 41 J A[ A]lroewn: u�OvA sr ee;N jij � ur (r rnuMrr N° Mr (,maims „ur, Expires Juu(c, 5, 1990 a eeeaeee�ee® ♦ +e- ees -�eyMi Bonnie Louise Hall Notary Public 14 EXHIBIT "A" Legal Description THE LAND REFERRED TO IN THIS REPORT IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, AND IS DESCRIBED AS FOLLOWS: ALL THAT REAL PROPERTY, BEING THAT PORTION OF LOT 5 OF THE FELIPE YORBA TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 4, PAGE 206 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT; THENCE NORTH 0° 54' 38" WEST, ALONG THE WESTERLY LINE OF SAID LOT, A DISTANCE of 367.96 FEET TO THE NORTHERLY LINE OF THE SOUTHERLY FIVE ACRES OF THE WESTERLY 10 ACRES OF SAID LOT; THENCE, ALONG SAID NORTHERLY LINE, NORTH 880 50' 01" EAST 565.85 FEET TO THE SOUTHWESTERLY LINE OF THE LAND CONVEYED TO THE STATE OF CALIFORNIA.BY DEED RECORDED DECEMBER 3. 1959 IN BOOK 4998, PAGE 36 OF OFFICIAL RECORDS, RECORDS OF SAID ORANGE COUNTY; THENCE, ALONG SAID SOUTHWESTERLY LINE SOUTH 230 56' 59" EAST 66.58 FEET; THENCE,ALONG THE NORTHEASTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO ARTHUR J. LEE, AND WIFE,. RECORDED MAY 7, 1969 IN BOOK 8949, PAGE 924 OF OFFICIAL RECORDS, SOUTH 260 30' 01" EAST 339.20 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE, ALONG SAID SOUTHERLY LINE, SOUTH 880 50' 01" WEST 738.42 FEET TO THE POINT OF BEGINNING. owl f\ N rM W h tf ✓IOO20 M e m M tf KO✓]V�'0/ w 1 EXHIBIT "B" Tract Map S2, Zl i • H � � < �o V b N Y V N W 0 W L O l V < Z O Z N 0 < s r ti 7 � h N Q ti V C ti Q 0 N y v �4 £1 3 A Z V Q r U p a W � U O 0 o O N \ 0 0 H � � < �o V b N Y V N W 0 W L O l V < Z O Z N 0 < s r ti 7 � h N Q ti V C ti Q 0 N y v �4 £1 3 A Z V Q r 0 EXHIBIT C PLAN OF DEVELOPMENT 0 The Property is a 5.13 acre parcel located at Tustin Avenue, east of the Costa Mesa (55) Freeway and south of Seventeenth Street in the City of Santa Ana as shown on the map set forth in Exhibit B of this Development Agreement. The assessor's parcel numbers for the Property are 400 -211- 05 and 400 - 211 -04. The Development of the Property will consist of two phases of Development. Phase I will involve construction of a 200,000 square foot, ten -story office tower and a seven level detached parking structure. Phase II will consist of a 125,000 square foot, six -story office tower with an addition to the parking structure to accommodate parking for the Phase II tower. Phase II will also consist of a free - standing building for restaurant use containing approximately 10,000 square feet and approximately 2,000 square feet of service and retail uses. The following standards shall specifically apply to the development of the Property and are incorporated into this Plan of Development for the Property: I. Permitted Uses of the Property: The uses permitted for the Property shall be professional and business offices, commercial /retail uses, and restaurant II. Density of Use. The density of use for the Property shall consist of a total of 325,000 square feet of commercial office space, a 10,000 square -foot restaurant, 1,235 parking spaces to be located in one 7 -level parking structure, and 2,000 square feet of commercial retail space to be located within the parking structure. III. Intensity of Use. The intensity of use for the property shall be 1.5 of Floor Area Ratio (FAR) (parking structure not included). IV. The Maximum Height and Size of Proposed Buildings. The maximum height and size of the buildings to be constructed in connection with Development of the Property shall be subject to a height limitation of 200 feet above ground level, which is defined as the elevation of the top slab of the first floor on- grade, and a total of 337,000 square feet floor area (parking structure not included). 0[22 \WP50 \rkb \bent2.89t i i i 11/20189 I ` � �'1 iii ;��I -� � �- l 1 ; `1•. C s (! �f iIM 01 .�11 511 tpP� ME�POP s"'r q¢ *^iii: 6 riY•MVr+ _��T 3IIN3AV X1501 I3SVHd -NYId 311S li7I el ' I Y£Sf8 Y •j �'l iYEpt£ =Da 1111.!' 11 3SVHd - NVId 3115 I1 � N I IT e ' z9 -) ^I I of Ya �o0 11 J a I �ly:I €t� It ff11f 11 3SVHd - NVId 3115 I1 � N I IT e ' z9 -) ^I I of Ya �o0 11 J a I MOM."t out GOMM W 9m V3 wisorleanc nuvww 18PON �41 4 I NJ WIN Jzl in on A. I . I a IN EXHIBIT "D" Existing Development Regulations The General Plan land use designation on the site is Professional Administrative Office (PAO). In accordance with Zoning Ordinance Amendment No. 89 -5, the project is situated within Professional (P) Zoning District. Pursuant to the P district standards, the project is within a height exempt area. Building setbacks will be in accordance with Section 41 -315 for properties abutting nonresidential purposes. Off - street parking shall be provided in a manner prescribed in Section 41 -318. By General Plan amendment the allowable FAR shall be 1.5:1. 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Q� c a m c b o- o o = c c m c m - m c° m m m A E u m w F M S X W w C 5 a !w i 2 O H F Q C7 F rn i w C O m E E N O n E 0 0 E U C u O C q = q a y V E � '- - - C O � � V) mx_0 o < _ J O J O 3 y O U m m n v E 0 m- E u E m o ° u m a m 0- T > A m _q u E a O c n o N m U U_ N m c = ro o y f m E u C o c m 'o' o c ° n a N - O) q v 0 0 T O U m 0- D q o a O 3 a = E MC o m N q m y o A rn- c q E g o E m n m L E Zi u N v m m L C N A u m c 2 c m o c u m m g a m 3 Q g c m 3 E v E E 0 Y$ CV _a E; =:a 90 202985• RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY CALIFORNIA 3:30 RECORDING REQUESTED BY PM. APR 18 1990 AND WHEN RECORDED MAIL TO: The City of Santa Ana Q / 20 Civic Center Plaza t�*.RECORDEfi EXEMPT i Santa Ana, Ca 92701 C18 Attn: Real Property Office BENTALL EXECUTIVE CENTRE OFFER OF DEDICATION APPROV D- -TOI A A RED MA No PROJECT NO CANCEE FOR Y ATTY I D{RECTOR6Y CNEC OK. � : 0 STATE OF CALIFORNIA ss. COUNTY OF ORANGE 0 On this 22nd day of March , 1990, before me, a Notary Public in and for said State, personally appeared James J. Warshawski personally known to me (or proved to me on the basis of satisfactory evidence) and Charles A. Wright personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as Vice President and Controller respectively, on behalf of Bentall Properties Inc., a California corporation, the corporation therein named, and acknowledged to me that said corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors, said corporation being known to me to be a general partner of Bentall /Westminster Partners, a California general partnership, the general partnership that executed the within instrument, and acknowledged to me that such corporation executed the same as such partner and that such partnership executed the same. WITNESS my hand and official seal. OFFXM IL #� 211. Morrow Mr Ooeni. 6oYw id 90,1908 CONSENT The City of Santa Ana above Offer of Dedication. acceptance of said offer. M EXHIBIT "A" Beginning at a point in the North line of /South 367.96 feet of Lot 5 of the Felipe Yorba Tract, as shown on that certain map recorded in Book 4, page 206 of Miscellaneous Records of Los Angeles County, California, said point lying 62.00 feet East of the West line of said Lot 5, said West line being also the centerline of Tustin Av- enue; thence parallel with said centerline South 00°54138" East 175.84 feet; thence North 89 005122" East 3.00 feet; thence North lo° 53140" East 52.45 feet to the beginning of a tangent curve, concave Northwesterly having a radius of 60.00 feet; thence Northeasterly 12.36 feet along said curve through a central angle of 11`48118 "; thence North 00 054138" West 39.88 feet to the beginning of a tangent curve, concave Southwesterly, having a radius of 60.00 feet; thence Northwesterly 11.84 feet along last said curve through a central angle of lr 18136 "; thence North 12 °13'14" West 51.29 feet to the beginning of a tangent curve, concave Northeasterly, having a radius of 40.00 feet; thence Northwesterly 7.90 feet along last said curve through a central angle of 11 918136 "; thence North 00 °54138" West 2.44 feet; thence South 89 005122" West 3.00 feet to the Point of Be- ginning.