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FIRST AMENDED & RESTATED DEVELOPMENT AGREEMENT
NO. 96-01 (1ST AMENDED)
BY AND BETWEEN
THE CITY OF ANAHEIM
AND
WALT DISNEY PARKS AND RESORTS U.S., INC.
DATED AS OF
MAY 7, 2024
FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT
NO. 96-01 (1" Amended)
by and between
THE CITY OF ANAHEIM
and
WALT DISNEY PARKS AND RESORTS U.S., INC.
dated as of
-/-11
May ? , 2024
1. FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 96-01 (PtAmended)
TABLE OF CONTENTS
DEFINITIONS.
Pages
8 1.1 "Accounting Opinion" 8
1.2 "Affiliate of Disney" 8
1.3 "Agreement" 9
1.4 "AMC" 9
1.5 RESERVED 9
1.6 "Anaheim Resort Specific Plan" or "ARSP" 9
1.7 "Annual Review" 9
1.8 "Applicable Rules" 9
1.9 "ARSP Project" .10
1.10 "Attorneys Fees" 10
1.11 "Authority" 10
1.12 "California Environmental Quality Act" or "CEQA" 10
1.13 "City" 10
1.14 "City Agency" 10
1.15 "City Attorney" 10
1.16 "City Council" 10
1.17 "City Manager" 10
1.18 "City Project Coordinator" 10
1.19 "Completed Qualified Theme Park and/or Lodging Improvements" 11
1.20 "Conditions of Approval" 11
1.21 "Costs of Qualified Theme Park and/or Lodging Improvements" 11
1.22 RESERVED 12
1.23 "Counsel" 12
1.24 "Development Agreement Act" 12
1.25 "Discretionary Action" 12
1.26 "Disney" 13
1.27 "Disney ARSP Properties" 13
1.28 "Disney California Adventure" 14
1.29 "Disney Property" or "Disney Properties" 14
1.30 "Disneyland" 14
1.31 "Disneyland Forward" 14
1.32 "Disneyland Resort" 14
1.33 "Effective Date" 14
1.34 "Enabling Ordinance" 15
1.35 "Encroachment License" 15
1.36 "Excess Development Investment Threshold" 15
1.37 "Fees" 15
1.38 "FEllt" 15
1.39 "Finance Agreement" 15
1.40 RESERVED 15
1.41 "General Plan" 15
1.42 "Hotel Rooms" or "Hotel" 15
1.43 "Impact Fees" 15
1.44 "Initial Development Commitment Completion Date" 16
1.45 "Initial Development Investment Threshold" 16
1.46 "Inspections" 16
1.47 "Landscaping and Lighting District" 16
1.48 "Lease" 16
1.49 "List of Actions" 16
1.50 "Litigation" 16
1.51 "Maintenance Capital" 17
1.52 "Ministerial Permits and Approvals" 17
1.53 "Mitigation Measures" 17
1.54 "Opening Day Project" 17
1.55 "Opening Day" 18
1.55A "Operating Memoranda" . 18
1.56 "Parties" 18
1.57 "Party" 18
1.58 "Plaintiff" 18
1.59 "Planning Commission" 18
1.60 "Planning Director" 18
1.61 "Procedures Resolution" 18
1.62 "Processing Fees and Charges" 18
1.63 "Project" 19
1.64 "Project Approvals" 19
1.65 "Project Elements" 19
1.66 "Qualified Theme Park and/or Lodging Improvements" 19
1.67 "Reserved Powers" 21
1.68 "Retail, Dining and Entertainment Uses" 21
1.69 "Right(s)-of-Way" 21
1.70 "Section" 21
1.71 RESERVED 21
1.72 "Statement of Overriding Considerations" 21
1.73 "Term" 22
1.74 "The Anaheim Resort" 22
1.75 "The Anaheim Resort Specific Plan" or "ARSP" 22
1.76 "The Disneyland Resort Project" 22
1.77 "The Disneyland Resort Specific Plan" or "DRSP'" 22
1.78 RESERVED 22
1.79 "The Walt Disney Company" .22
1.80 "Theme Park" and "Theme Park uses" .22
1.81 "Uniform Codes" .22
2. RECITALS OF PREMISES, PURPOSE AND INTENT .22
2.1 State Enabling Statute. 22
2.2 City Procedures and Actions 24
2.2.1 Planning Commission Action 24
2.2.2 City Council Action 24
2.3 Purpose of this Agreement .25
2.3.1 Disney Objectives. 25
2.3.2 Mutual Objectives. 26
2.4 Applicability of the Agreement. 27
3. AGREEMENT AND ASSURANCES 27
3.1 Agreement and Assurance on the Part of Disney. 27
3.1.1 Opening Day Project. 27
3.1.2 Initial Development Commitment for New Theme Park and Hotel Improvements 28
3.1.2.1 Qualified Theme Park and/or Lodging Improvements Compliance with Project Approvals, Mitigation Measures and Conditions of Approval 28
3.1.2.2 Costs Verification 29
3.1.2.3 Consideration for Excess Investment 30
3.1.3 Affordable Housing Payment. 30
3.1.4 Park Improvement Payment. 31
3.1.5 Future Vacation Ownership Resorts; Agreements Concerning Payments In-Lieu of Transient Occupancy Tax and ATM 31
3.1.6 Katella Sewer Deficiency Related Improvements 32
3.1.6.1 Timing of Sewer Payment ..32
3.1.6.2 Project Timing 32
3.1.6.3 Fair Share Satisfaction 33
3.1.6.4 Mitigation Measures .33
3.1.7 Fire Operations Agreement and Improvements. .33
3.1.7.1 General .33
3.1.7.2 FOA Amendments; Dispute Resolution 34
3.1.7.3 Fire Substation ..35
3.1.8 Police Operations Agreement and Improvements .35
3.1.8.1 General. 35
3.1.8.2 POA Amendments; Dispute Resolution 36
3.1.8.3 Police Substation 38
3.1.9 Current and Future Right-of-Way Abandonment and Vacation. 38
3.1.9.1 Consideration 38
3.1.9.2 Process and Timing; Reservation of Easements 39
3.1.9.3 Consideration and Use of Proceeds 42
3.1.9.4 Future Update of Appraised Values 43
3.1.10 Assurances Regarding Potential City Pedestrian Bridges. 43
3.1.10.1 General 43
3.1.10.2 Cooperation re Bridge Landings .44
3.1.10.3 Cooperation re ATID Funding 45
3.1.11 Bicycle Facilities 45
3.1.11.1 Walnut Street 46
3.1.11.2 Clementine Street/Disney Way 46
3.1.12 East-West Connector Project Operation and Maintenance Funding by A111) 48
3.1.13 Staffing Reimbursement and Enhanced Services Agreement 48
3.1.14 Phasing of Remaining Development. 49
3.1.15 Right(s)-of-Way Acquisition and Dedication 50
3.1.16 Employment. 51
3.1.17 Project Quality. 51
3.1.18 Landscaping and Lighting District. 52
3.1.19 Sales Tax on Construction Materials 52
3.1.20 Reimbursement for City Provided Traffic Control Services 52
3.2 Agreement and Assurances on the Part of the City 53
3.2.1 Entitlement to Develop 53
3.2.1.1 Project Entitlement 53
3.2.1.2 Reserved 53
3.2.1.3 Right to Rebuild or Replace .53
3.2.1.4 C-R Overlay/Anaheim Garden Walk Overlay 54
3.2.1.5 Encroachment Licenses for Bridges .54
3.2.1.6 Pedestrian Wayfinding .54
3.2.1.7 Abandonment and Elimination of Road Segments 55
3.2.2 Changes in Applicable Rules 55
3.2.2.1 Nonapplication of Changes in Applicable Rules .55
3.2.2.2 Changes in Uniform Codes ... 55
3.2.2.3 Changes Mandated by Federal or State Law .56
3.2.2.4 Special Taxes and Assessments .56
3.2.3 Environmental Equivalency 56
3.2.4 Agreed Changes and Other Reserved Powers .57
3.2.5 Subsequent Development Review. 57
3.2.6 Effective Development Standards. 57
3.2.7 Moratoria .58
3.2.8 Anaheim Resort Specific Plan 58
3.2.9 Standard City Services • 58
3.2.10 Impact Fees. 59
3.3 Shared Use Parking with Convention Center: 60
3.3.1 Shared Use Parking Facility 60
3.3.1.1 Disney Peak Periods 60
3.3.1.2 Annual Parking Forecast 61
3.3.1.3 Share of Gross Parking Revenue 61
3.3.1.4 Substitute Locations .62
3.3.1.5 Parking Identification 62
3.4 Agreement and Assurance re: Height Requirements 62
3.4.1 Background 62
3.4.2 Project Changes to Height Requirements 63
3.4.3 Notification of Future Proposed Height Requirements Changes 63
3.5 Changes to Disney Property 64
3.6 Entitlements, Permits and Expediting Inspections: 64
3.6.1 City Project Coordinator 64
3.6.2 Processing Fees and Charges. 65
3.6.3 Timeframes and Staffing for Processing and Review. 66
3.6.3.1 Ministerial Permits and Approvals/Inspections;
Standard Guidelines; Additional Staffing for Expedited
Processing .66
3.6.3.2 Discretionary Actions and Other Permits 67
3.6.4 Permit/Approval Dispute Resolution 68
3.6.4.1 City Meet and Confer Process 68
3.6.4.2 Third Party Expert Selection 69
3.6.5 Environmental Review 70
4. ANNUAL REVIEW 70
4.1 Annual Review 70
4.2 Termination Or Modification of Agreement 71
4.3 Reimbursement of Costs 72
5. DEFAULT PROVISIONS. 72
5.1 Default By Disney 72
5.1.1 Default 72
5.1.2 Notice Of Default 72
5.1.3 Failure To Cure Default Procedure 72
5.1.4 Termination Or Modification of Agreement. 72
5.1.5 Specific Performance .73
5.2 Default By The City 73
5.2.1 Default and Notice of Default 73
5.2.2 Specific Performance 74
6. GENERAL PROVISIONS. .75
6.1 Effective Date 75
6.2 Term 75
6.2.1 Basic Term 75
6.2.2 RESERVED .75
6.2.3 Early Full Termination of Agreement. .75
6.2.4 Disneyland and Opening Day Project Continued Vesting Upon Partial Termination. .76
6.3 Appeals To City Council. .76
6.4 Enforced Delay; Extension of Time of Performance. .77
6.5 Legal Action .78
6.6 Applicable Law. .78
6.7 Amendments and Operating Memoranda .78
6.7.1 Amendments. 78
6.7.2 Operating Memoranda 78
6.8 Assignment 79
6.9 Covenants 84
6.10 Implementation. 84
6.10.1 Processing. 84
6.10.2 Other Governmental Permits 84
6.11 Relationship Of the Parties. 85
6.12 Cooperation in Event of Litigation, Hold Harmless and Insurance. 85
6.12.1 Cooperation In The Event Of Litigation 85
6.12.1.1 Attorneys' Fees 85
6.12.1.2 Reimbursement of Attorneys' Fees .86
6.12.1.3 Indemnification 86
6.12.1.4 Joint Defense 87
6.12.2 Hold Harmless 88
6.12.2.1 Disney Hold Harmless .88
6.12.2.2 City Hold Harmless .88
6.12.3 Insurance 89
6.12.4 Continuing Obligations 90
6.13 Tentative Maps 91
6.14 Notices 91
6.15 Recordation 91
6.16 Constructive Notice and Acceptance 92
6.17 Successors And Assignees 92
6.18 Severability. .92
6.19 Time Of the Essence. 92
6.20 Waiver. 92
6.21 No Third-Party Beneficiaries 93
6.22 Expedited Processing. 93
6.23 Requests for Payment 93
6.24 Entire Agreement 94
6.25 Legal Advice; Neutral Interpretation; Headings, and Table of Contents 94
6.26 Counterparts. 94
6.27 Authority to Execute 94
6.28 No Impact on Finance Agreement 94
6.29 Continued Processing 95
6.30 Initiative Measures 95
6.31 Subsequent Amendment to Development Agreement Act .96
6.32 Recitals .97
6.33 Exhibits 97
LIST OF EXHIBITS
First
Mentioned
On Page:
Exhibit A List of Disneyland Resort Specific Plan Amendments, Adjustments and Associated Actions 4
Exhibit B List of Anaheim Resort Specific Plan Amendments, Adjustments and Associated Actions 4
Exhibit C Disney Properties DRSP and ARSP 7
Exhibit D DisneylandForward Conditions of Approval 11
Exhibit E List of Current Projects 12
Exhibit F Disneyland (Disney California Adventure) 13
Exhibit G Impact Fees 15
Exhibit H Mitigation Monitoring Plan 17
Exhibit I Procedures Resolution 17
Exhibit J Project Approvals 21
Exhibit K Statement of Overriding Considerations 21
Exhibit L Terms for TOT in Lieu Agreement 30
Exhibit M Existing Road Segments. 37
Exhibit N Mapped Road Segments. 38
Exhibit 0 Anaheim Jobs Program 50
FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 96-01 (1st Amended)
BY AND BETWEEN
THE CITY OF ANAHEIM
AND
WALT DISNEY PARKS AM) RESORTS U.S., MC.
This First Amended and Restated Development Agreement No. 96-01 (1stAmended) ("Agreement") is made and entered into this / day of May, 2024, by and between the City of Anaheim, a charter city and a municipal corporation duly organized and existing under the Constitution and the laws of the State of California ("City"), and Walt Disney Parks and Resorts U.S., Inc., a Florida corporation ("Disney"), pursuant to the authority set forth in Article 2.5 of Chapter 4 of Division 1 of Title 7 (Sections 65864 through 65869.5) of the California Government Code (the "Development Agreement Act"), the City's inherent power as a charter city, Ordinance No. 4377 adopted on November 23, 1982 (the "Enabling Ordinance"), and the implementing procedures of the City adopted in Resolution No. 82R-565 (the "Procedures Resolution"), based upon an initial application dated July 31, 1996 and a subsequent application for DisneylandForward dated March 25, 2021.
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2 RECITALS
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Act, Sections 65864, et seq., of the Government Code. The Development Agreement Act authorizes the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property in order to, among other things: encourage and provide for the development of public facilities in order to support development projects; provide certainty in the approval of development projects in order to avoid the waste of resources and the escalation in project costs and encourage investment in aneicommitment to comprehensive planning which will make maximum efficient utilization of resources at the least economic cost to the public; provide assurance to the applicants of development projects (1) that they may proceed with their projects in accordance with existing policies, rules and regulations, subject to the conditions of approval of such projects and provisions of such development agreements, and (2) encourage private participation in comprehensive planning and reduce the private and public economic costs of development; and
WHEREAS, on June 22, 1993, the City Council adopted Resolution No. 93R-107 certifying Final Environmental Impact Report No. 311 under the California Environmental Quality Act, adopting Mitigation Monitoring Program No. 0067 relating to the Disneyland Resort Project.
On June 29, 1993, by the adoption of Resolution Nos. 93R-146 and 93R-147, the City Council adopted the Disneyland Resort Specific Plan No. 92-1 (DRSP), approving amendments to the Land Use and Circulation Elements of the City's General Plan, and approving zoning and development standards for the DRSP. On June 29, 1993, the City Council adopted Ordinance No. 5377, reclassifying certain properties into the DRSP, and adopted Ordinance No. 5378 establishing zoning and development standards for the DRSP; and
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3 WHEREAS, since the adoption of the original DRSP in 1993, proposed modifications to the DRSP have included nine amendments, fourteen adjustments, and one zoning code revision, all of which are listed and described in Exhibit A hereto; and WHEREAS, on September 20, 1994, the City Council adopted Resolution Nos. 94R-234, 94R-236 and 94R-237 certifying Master Environmental Impact Report No. 313 under the California Environmental Quality Act, adopting Mitigation Monitoring Program No. 0085, and approving The Anaheim Resort Specific Plan No. 92-2 (ARSP) project, and on September 27, 1994, the City Council adopted Ordinance No. 5453 relating to establishment of Zoning and Development Standards for the ARSP by amending in its entirety AMC Chapter 18.48 (subsequently renumbered to AMC 18.116) and Ordinance No. 5454, amending the zoning map to reclassify approximately 549.5 acres of certain real property into the ARSP; and WHEREAS, since the adoption of the ARSP in 1994, proposed modifications to the ARSP have included fourteen (14) amendments and thirteen (13) adjustments, all of which are listed and described in Exhibit B hereto; and
WHEREAS, on October 8, 1996, the City Council adopted Resolution Nos. 96R-176 and 96R-177, approving Addendum No. 1 to Environmental Impact Report No. 311, approving an update to Mitigation Monitoring Program No. 00067, amending the DRSP, and approving an amendment to The Disneyland Resort Project; and
WHEREAS, on October 22, 1996, the City and Walt Disney World Co. made and entered into Development Agreement No. 96-01 regarding The Disneyland Resort Project, as modified by Resolution Nos. 96R-176 and 96R-177; and
WHEREAS, Walt Disney Parks and Resorts U.S. Inc. is the successor in interest to Walt Disney World Co. pursuant to articles of merger and a concurrent name change all occurring on or about March 27, 2009; and
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4 WHEREAS, on December 18, 2012, the City Council adopted Resolution No. 2012-158, certifying Supplemental Environmental Impact Report No. 340, approving Mitigation Monitoring Program 85C, and approving Amendment No. 14 to the ARSP; and WHEREAS, on March 25, 2021, to allow continued, long-term growth of The Disneyland® Resort, Disney filed an application for DisneylandForward, an update to The Disneyland Resort Project (1) to allow the transfer of uses permitted under The Disneyland Resort Project to other areas of the DRSP and properties within the ARSP owned or leased by Disney or other subsidiaries of The Walt Disney Company (Disney ARSP Properties, and, collectively with Disney's properties in the DRSP, Disney Property or Disney Properties) and (2) to allow for future streamlined administrative review by the City of Disney's development projects on Disney's Properties; and
WHEREAS, on April 17, 2024, as part of a City Council meeting that started on April 16, 2024, the City Council adopted Resolution No. 2024-029, certifying Subsequent Environmental Impact Report No. 352, adopting Mitigation Monitoring Program No. 387, and Resolution No. 2024-030 approving amendments to the Land Use and Circulation Elements of the City's General Plan and the City's Bicycle Master Plan, and
WHEREAS, on April 17, 2024, the City Council introduced Ordinance Nos. 6572, 6573, 6574, 6575, 6576 and 6577 approving amendments to the DRSP zoning and development standards for the DRSP, the ARSP; zoning and development standards for the ARSP, an amendment to the Structural Height Limitations set forth in Chapter 18.40, and this Agreement; and on May 2, 2024, adopted Ordinance Nos. 6572, 6573, 6574, 6575, 6576 and 6577 approving amendments to the DRSP, zoning and development standards for the DRSP, the ARSP, zoning and development standards for the ARSP, an amendment to the Structural Height Limitations set forth in Chapter 18.40, and this Agreement; and
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5 WHEREAS, the City and Disney recognize that construction and development of The Disneyland Resort Project and the ARSP Project as updated by DisneylandForward, which includes new Theme Park and Hotel investments with a minimum value of 1.9 Billion Dollars within ten years of the Effective Date, will create significant opportunities for economic growth in the City, the Southern California region and the State of California, will facilitate the implementation of public infrastructure needed to accommodate local and regional growth, and will generate significant economic benefits to the State, region, the City and Disney; and WHEREAS, the Theme Park uses in The Disneyland Resort Project as updated by DisneylandForward will provide opportunities for new hotel and retail growth in The Anaheim Resort and the City, which will provide new general fund revenues intended to offset incremental City costs associated with such growth; and
WHEREAS, the Theme Park uses, Hotel uses, and Retail, Dining, and Entertainment uses of The Disneyland Resort Project will provide new revenues to fund public streets, landscaping, storm drains, sewer, water, parks, parking and other improvements and programs, which will provide an area-wide benefit for The Anaheim Resort as well as provide City infrastructure needed to support The Disneyland Resort Project as updated by DisneylandForward, new hotels in The Anaheim Resort, the Anaheim Convention Center, and the City; and WHEREAS, the City and Disney will continue to revitalize The Anaheim Resort and finance the public improvements required for The Disneyland Resort Project as updated by DisneylandForward, other Anaheim Resort improvements, and the Anaheim Convention Center; and
WHEREAS, Disney, in consideration for the benefits and opportunities provided to Disney by The Disneyland Resort Project and the cooperation and assistance of the City in connection therewith, will provide assurances to the City that the public infrastructure, amenities and design Final Execution Version 042524
6 features of The Disneyland Resort Project as updated by DisneylandForward are implemented over the Term of this Agreement; and
WHEREAS, in order to provide certainty and render development of The Disneyland Resort Project as updated by DisneylandForward more feasible in light of the large capital investment necessary to implement The Disneyland Resort Project as updated by DisneylandForward and the extended planning horizon necessary to coordinate a project of that scope and complexity, Disney requires assurance from the City, with respect to Disney Properties, that certain existing governmental entitlements shall, to the extent specified herein, not be changed or supplemented with inconsistent burdens and exactions; and WHEREAS, Disney also recognizes and agrees that in extending these benefits to Disney, the City must reserve certain legislative powers; and
WHEREAS, the direct and indirect benefits the City expects to receive pursuant to this Agreement for its existing and future residents include, but are not limited to, the participation of Disney in the accelerated, coordinated and more economical construction, funding and dedication to the public of certain needed area-wide public improvements and facilities in The Anaheim Resort; and
WHEREAS, these area-wide public facilities and improvements will not only facilitate The Disneyland Resort Project, but will provide benefits to the general public; and WHEREAS, by entering into this Agreement, the City is encouraging the development of The Disneyland Resort Project as updated by DisneylandForward and as set forth in the DRSP, the ARSP, and this Agreement, and the development of The Anaheim Resort in accordance with goals and objectives of the City as set forth in the ARSP as updated by DisneylandForward while reserving to the City the legislative powers necessary to remain responsible and accountable to its residents; and
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7 WHEREAS, Disney represents that it owns in fee or has a possessory interest in the Disney Properties and as more specifically shown and described on Exhibit C hereto; and WHEREAS, for the foregoing reasons, the Parties desire to enter into a development agreement for the Disney Properties pursuant to Government Code sections 65864, et seq., and the City's charter powers upon the terms set forth herein.
AGREEMENT
NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Act, as it applies to the City, and the City's inherent powers as a charter city, the Enabling Ordinance and the Procedures Resolution, and in consideration of the mutual promises and covenants herein contained and other valuable consideration the receipt and adequacy of which the Parties hereby acknowledge, the Parties hereto agree as follows:
1. DEFINITIONS.
For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
1.1 "Accounting Opinion" means an opinion rendered by an independent certified public accountant selected by Disney which is similar in reputation and scope of practice to what are currently referred to as the "Big Four" accounting firms.
1.2 "Affiliate of Disney" means a sole proprietorship, limited liability company, partnership, limited partnership, joint venture, trust, unincorporated organization, association, corporation, institution, or entity, who directly or indirectly controls, is controlled by, or is under common control with Disney or The Walt Disney Company. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to vote fifty percent (50%) or more of the securities having ordinary voting power for the entity or possessing the power or authority to generally direct the management and policies of the entity.
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8 1.3 "Agreement" means this First Amended and Restated Development Agreement No. 96-01 (1' Amended) and all amendments and modifications thereto.
1.4 "AMC" means the Anaheim Municipal Code.
1.5 RESERVED
1.6 "Anaheim Resort Specific Plan" or "ARSP" means Specific Plan No. 92-2, as amended from time to time by the City.
1.7 "Annual Review" means the annual review process as described in Section 4 of this Agreement.
1.8 "Applicable Rules" means (subject only to the qualifications set forth herein with respect to Fees) the rules, regulations, ordinances and officially adopted plans and policies of the City in force as of the Effective Date of this Agreement, including without limitation the General Plan (including the Save Our Anaheim Resort "SOAR" Initiative), DRSP, the ARSP, and the Project Approvals in effect as of May 1 , 2024, and in relation to approved or requested Ministerial Permits or Discretionary Actions for which a complete application has been filed with the City as of May 2024, the rules, regulations, ordinances and officially adopted plans and policies as vested in Development Agreement No. 96-01 effective as of October 22, 1996. Notwithstanding the language of this Section or any other language in this Agreement (i) all duly adopted codes, regulations, specifications and standards regarding the design and construction 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) Applicable Rules shall mean and include the Fees in effect from time to time, including all increases in Fees or new Fees adopted after the Effective Date of this Agreement. The Parties acicnowledge and agree that the Applicable Rules for any Ministerial Permits or Discretionary Actions for which a complete application is filed: (1) during the pendency of a referendum or if a referendum on this Agreement (Ord No. 6577) or the General Plan Amendment (Resolution No. 2024-030), or the ARSP or DRSP Final Execution Version 042524
9 Amendments (Ordinance Nos. 6572, 6573, 6574 or 6575) or the Zoning Amendment (Ord No. 6576) is adopted by the voters or (2) if Litigation challenging the Project Approvals results in a final non-appealable decision that the Project Approvals are invalidated, the rules, regulations, ordinances and officially adopted plans and policies as vested in Development Agreement No. 96-01 effective as of October 22, 1996 shall be applicable and remain in full force and effect by Disney and the City and remain in full force and effect during the remainder of the term.
1.9 "ARSP Project" means the Project approved by the City on September 20, 1994, as later updated in December 2012 to provide rules and regulations for development in the area of the City governed by the ARSP.
1.10 "Attorneys' Fees" means and shall be limited to (i) attorneys' fees, if any, specifically awarded to a Plaintiff by a court of competent jurisdiction pursuant to a final judgment in connection with any Litigation and (ii) the amount required to be paid, if any, to reimburse any Plaintiff for the Plaintiff's attorneys' fees as provided in a settlement agreement approved by City and Disney in connection with any Litigation, as provided in Section 6.12.1 of this Agreement.
1.11 "Authority" means the Anaheim Public Financing Authority, a joint exercise of powers authority and a public entity duly organized under the laws of the State of California particularly Sections 6500, et seq., of the California Government Code and the Joint Exercise of Powers Agreement.
1.12 "California Environmental Quality Act" or "CEQA" means the California Environmental Quality Act (Cal. Public Resources Code Sections 21000, et seq,), the State CEQA Guidelines (Cal Code of Regs., Title 14, Sections 15000, et seq.), and the City CEQA Procedures.
1.13 "City" means the City of Anaheim, a municipal corporation of the State of California exercising municipal home rule powers pursuant to a charter approved and issued by the State of California.
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10 1.14 "City Agency" means each and every agency, department, board, commission, authority, employee, and/or official acting under the authority of the City, including without limitation the City Council, the Planning Commission, and the Authority.
1.15 "City Attorney" means the City Attorney of the City of Anaheim.
1.16 "City Council" means the city council of the City and the legislative body of the City pursuant to Section 65867 of the Development Agreement Act.
1.17 "City Manager" means the chief administrative officer of the City.
1.18 "City Project Coordinator" means an individual selected by the City Manager to coordinate processing of all Ministerial Permits and Approvals and all Discretionary Actions for The Disneyland Resort Project and the ARSP Project, as updated by DisneylandForward.
1.19 "Completed Qualified Theme Park and/or Lodging Improvements" (or "Completion of Qualified Theme Park and/or Lodging Improvements" or similar) means that construction of Qualified Theme Park and/or Lodging Improvements has been accomplished in compliance with all Applicable Rules, including the Project Approvals and issuance of a certificate of occupancy if one is required, with all necessary structures and systems sufficiently completed such that Disney (or the designated operator) can conduct normal operations thereof in accordance with its intended use given the nature of the particular improvement(s).
1.20 "Conditions of Approval" means the Conditions of Approval for the Project originally adopted by the City Council on June 29, 1993 by Ordinance No. 5377, as amended by the City Council on October 8, 1996 by Resolution No. 96-177, and as amended by the City Council on April 17, 2024 and May 7 , 2024, and attached hereto as Exhibit D, "DisneylanclForward Conditions of Approval".
1.21 "Costs of Qualified Theme Park and/or Lodging Improvements" mean all of the following costs paid by Disney or an Affiliate of Disney with respect to work performed to design, engineer, obtain permits for, construct and install Qualified Theme Park and/or Lodging Final Execution Version 042524
11 Improvements as each such Cost is verified by an Accounting Opinion or Opinions to be obtained by Disney and submitted to the City: (1) all architectural and/or engineering fees and expenses incurred by Disney or an Affiliate of Disney in preparing plans for any Qualified Theme Park and/or Lodging Improvements, including the fees and expenses of all design, construction, relocation, and project management consultants; (2) the cost of constructing and installing any Qualified Theme Park and/or Lodging Improvements, including, without limitation, the costs of a bid process, testing and inspection costs, and contractor's fees and general conditions; (3) any construction and/or project management fee of up to a cumulative total not to exceed ten percent (10%) of the costs described in clause (2) above paid to a third party to oversee and manage construction of the work; (4) the cost of fixtures and equipment installed with respect to a Qualified Theme Park and/or Lodging Improvements that have an estimated useful life of at least five (5) years; (5) the direct cost of all technological systems deemed necessary and advisable by Disney to properly equip any Qualified Theme Park and/or Lodging Improvements for their intended use, which may include voice and data wiring as well as alarm, security and life safety systems; (6) sales and use taxes and Title 24 fees paid with respect to any Qualified Theme Park and/or Lodging Improvements; (7) the payment of plan check, permit, and license fees relating to construction of any Qualified Theme Park and/or Lodging Improvements, which may include the fees paid for water, sewer and other utility connections or other development fees; and (8) all other costs directly expended by Disney or an Affiliate of Disney in connection with the construction of any Qualified Theme Park and/or Lodging Improvements such as the cost of payment, performance, and warranty bonds, insurance costs, and internal labor costs (for the construction period only). As used herein, the term "Costs" shall exclude: (1) any costs including Maintenance Capital incurred with respect to capital improvement projects authorized by Disney which improvements exist or are under construction as of the date of this Agreement, and/or are listed in Exhibit E hereto; (2) any internal administrative or overhead charge of Disney or any Affiliate of Disney, by whatever name called other than those direct administrative or overhead charges of Walt Disney Final Execution Version 042524
12 Imagineering, a division of Disney, for work performed with respect to the Qualified Theme Park and/or Lodging Improvements; and (3) Maintenance Capital incurred for Qualified Theme Park and/or Lodging Improvements after construction of such Qualified Capital Improvement.
1.22 RESERVED
1.23 "Counsel" shall mean the counsel retained by Disney to represent Disney and to assist the City in connection with any Litigation.
1.24 "Development Agreement Act" means Article 2.5 of Chapter 4 of Division 1 of Title 7 (Sections 65864 through 65869.5) of the California Government Code.
1.25 "Discretionary Action" means an action which requires the exercise of judgment, 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 any City Agency to determine whether there has been compliance with statutes, ordinances or regulations.
1.26 "Disney" means Walt Disney Parks and Resorts U.S., Inc., a Florida corporation.
1.27 "Disney ARSP Properties" means the following properties within the ARSP owned or Leased by Disney or other subsidiaries of The Walt Disney Company: 1515 S. Manchester Avenue (as of the Effective Date used as the Manchester Cast Member Lot); 1585 S. Manchester Avenue (as of the Effective Date occupied by an office building and also used as the Manchester Cast Member Lot); 1530 S. Harbor Boulevard (as of the Effective Date used as the Manchester Cast Member Lot); 1900 S. Harbor Boulevard (as of the Effective Date used as the Toy Story Parking Lot); 333 W. Ball Road (as of the Effective Date used as the Harbor Cast Member Lot); and 1717 S. Disneyland Drive (as of the Effective Date used as the Pixar Place Hotel [formerly the Paradise Pier Hotel]).
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13 1.28 "Disney California Adventure" means Disney California Adventure Theme Park and associated improvements and operations (as modified from time to time) within the DRSP as identified on Exhibit F, Disneyland and Disney California Adventure, attached hereto.
1.29 "Disney Property" or "Disney Properties" means the specific real properties owned or Leased by Disney within the DRSP and the Disney ARSP Properties specifically described on Exhibit C, Disney Property, attached hereto. Disney Property also may include, after the Effective Date, additional properties owned or Leased by Disney within the DRSP or the ARSP, in accordance with the provisions of Section 3.5 of this Agreement.
1.30 "Disneyland" means the existing Disneyland Theme Park and associated improvements and operations (as modified from time to time) within the DRSP as identified on Exhibit F, Disneyland and Disney California Adventure, attached hereto.
1.31 "DisneylandForward" means the Project approved by the City on May 7, 2024 updating The Disneyland Resort Project and the ARSP Project.
1.32 "Disneyland Resort" refers to the Disney Properties and the business operated thereon by Disney, commonly known as The Disneyland® Resort, which includes Theme Parks, Hotels, Retail, Dining and Entertainment Uses, and various parking structures, parking lots and ancillary facilities associated therewith, all of which is the subject of The Disneyland Resort Project as updated by DisneylandForward.
1.33 "Effective Date" is the date on which this Agreement is attested by the City Clerk of the City of Anaheim after approval by the City Council and execution by the Mayor of the City and Disney, and which is at least thirty (30) days after adoption of the ordinance approving this Agreement, as may be extended or tolled due to the occurrence of an Enforced Delay as articulated in Section 6.4 of this Agreement.
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14 1.34 "Enabling Ordinance" means Ordinance No. 4377 adopted by the City Council on November 23, 1982, which authorized and enabled the City to enter into development agreements in accordance with the Development Agreement Act.
1.35 "Encroachment License" means a license granted by the City, and approved by the Public Works Director, providing air space and access rights to Disney for the pedestrian bridge structures over public streets associated with the Project, including the pedestrian bridges over Harbor Boulevard between Manchester Avenue and Disney Way and the pedestrian bridges or crossings over Disneyland Drive between Magic Way and KateIla Avenue.
1.36 "Excess Development Investment Threshold" means Two Billion Five Hundred Million Dollars U.S. ($2,500,000,000).
1.37 "Fees" means Impact Fees, Processing Fees and Charges and any other fees or charges imposed or collected by the City.
1.38 "FEIR" means the Final Subsequent Environmental Impact Report, No. 352, certified by the City on April 16, 2024, in accordance with the requirements of CEQA.
1.39 "Finance Agreement" means that certain Infrastructure and Parking Finance Agreement, dated October 8, 1996, by and among the City, the Authority, Disney, and The Walt Disney Company, providing for the financial arrangements by and among them with regard to the funding and construction of infrastructure and other improvements.
1.40 RESERVED.
1.41 "General Plan" means the General Plan of the City.
1.42 "Hotel Rooms" or "Hotel" means a hotel, motel, vacation ownership resort, or other transient occupancy accommodation as defined in Section 2.12.005.100 of the AMC allowed under the DRSP or the ARSP for Disney Property as of the Effective Date.
1.43 "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 Final Execution Version 042524
15 development by the City pursuant to rules, regulations, ordinances and policies of the City, as set forth in Exhibit G, Impact Fees. 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 irhposed on impacts of new development. Impact Fees do not include those fees already satisfied for the development of The Disneyland Resort Project prior to the Effective Date.
1.44 "Initial Development Commitment Completion Date" means the date which is ten (10) years after the Effective Date.
1.45 "Initial Development Investment Threshold" means One Billion Nine Hundred Million Dollars U. S. ($1,900,000,000).
1.46 "Inspections" means all field inspections and reviews by City officials during the course of construction of the Project and the processing of certificates of occupancy (permanent or temporary).
1.47 "Landscaping and Lighting District" means a landscaping and lighting district established under a charter city ordinance or applicable provisions of the California Streets and Highways Code pursuant to Section 22500 et seq. 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 features in public right-of-way within The Anaheim Resort.
1.48 "Lease" shall mean a lease having a base term of greater than ten (10) years not including optional terms or extensions.
1.49 "List of Actions" means the list of expected applications for Ministerial Permits and Approvals and Discretionary Actions, if any, which is submitted by Disney to the City in accordance with the provisions of Section 3.6.3.1.
1.50 "Litigation" shall mean any lawsuit (including any cross-action) filed against the City and/or Disney to the extent such lawsuit challenges the validity, implementation or enforcement Final Execution Version 042524
16 of, or seeks any other remedy directly relating to, all or any part of, the Project Approvals or this Agreement.
1.51 "Maintenance Capital" means amounts spent to maintain capital assets in order to maintain or preserve their longevity, productive capacity, performance and/or economic value.
Examples include in-kind replacement of equipment, components, or other elements (e.g., HVAC units, ride track), painting or other resurfacing, and conversion of capital assets or elements thereof to achieve optimal performance and/or to comply with laws.
1.52 "Ministerial Permits and Approvals" means the permits, approvals, plans, inspections, certificates, documents, licenses, and all other actions required to be taken by the City in order for Disney to implement, develop and construct the Project and the Mitigation Measures, including without limitation, building permits, public works permits, grading permits, encroachment permits and other similar permits and approvals which are required by the AMC to implement the Project and the Mitigation Measures. Ministerial Permits and Approvals shall not include any Discretionary Actions.
1.53 "Mitigation Measures" means the mitigation measures described in the FEIR and in the Mitigation Monitoring Program for The Disneyland Resort Project as updated by DisneylandForward FEIR, including MMP No. 387, which is attached hereto as Exhibit H, Mitigation Monitoring Program.
1.54 "Opening Day Project" means those specified Project Elements described on Exhibit F, Opening Day Project, attached to Development Agreement No. 96-01 and with respect to which Disney prepared and attached to Development Agreement No. 96-01, an Illustrative Plan, as Exhibit G, Illustrative Plan, attached to Development Agreement No. 96-01.
1.55 "Opening Day" means June 30, 2001, the date on which the Opening Day Project was generally operational and open for general public use and admission.
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17 1.55A "Operating Memoranda" means clarifications to this Development Agreement approved in writing by the City and Disney.
1.56 "Parties" means collectively Disney and the City.
1.57 "Party" means any one of Disney or the City.
1.58 "Plaintiff' means any party seeking relief or compensation through Litigation whether as plaintiff, petitioner, cross-complainant or otherwise.
1.59 "Planning Commission" means the Planning Commission of the City and the planning agency of the City pursuant to Section 65867 of the California Government Code (Development Agreement Act).
1.60 "Planning Director" means the Director of the Planning and Building Department for the City.
1.61 "Procedures Resolution" means Resolution No. 82R-565 adopted by the City Council on November 23, 1982, pursuant to California Government Code Section 65865, establishing procedures and requirements for the consideration and implementation of development agreements, attached hereto as Exhibit I, Procedures Resolution.
1.62 "Processing Fees and Charges" means all processing fees and charges required by the City including, but not limited to, fees for land use applications, project permits, building applications, building permits, grading permits, encroachment permits, tract or parcel maps, lot line adjustments, air right lots, street vacations, certificates of occupancy and other similar permits.
Processing Fees and Charges shall not include Impact Fees.
1.63 "Project" means The Disneyland Resort Project and The Anaheim Resort Specific Plan Project as amended by the DisneylandForward Project. The Project includes Theme Parks, Hotel Rooms, Retail, Dining and Entertainment Uses, and Parking Uses on the Disney Property, and other uses including without limitation administrative and ancillary uses on the Disney Property, all as permitted by the DRSP and the ARSP as of the Effective Date; provided, however, for the Final Execution Version 042524
18 purposes of this Agreement, all development shall be in furtherance of development of the Disney Property as a destination resort which includes as its primary land uses theme park and hotel development.
1.64 "Project Approvals" means those Discretionary Actions authorizing the Project and in effect as of the Effective Date including, but not limited to, the certification of the FEIR and the approval of General Plan Amendment No. DEV2021-00069, approval of Amendment No. 9 to the DRSP, approval of amendments to the Zoning and Development Standards for the DRSP, approval of Amendment No. 17 to the ARSP, approval of amendments to the Zoning and Development Standards for the ARSP, and approval of the Mitigation Measures and the DisneylandForvvard Conditions of Approval, as adopted by the City on April 17, and May 7, 2024. The Project Approvals are listed in Exhibit J, Project Approvals.
1.65 "Project Elements" means the specific land uses permitted by the Project Approvals on the Disney Property and comprised within the term "Project", including but not limited to Theme Parks, Hotel Rooms, Retail, Dining, and Entertainment Uses, parking facilities, and other permitted administrative and ancillary uses, tourist-oriented and resort uses and infrastructure improvements.
1.66 "Qualified Theme Park and/or Lodging Improvements" means capital improvement projects constructed or installed by Disney or an Affiliate of Disney from time to time on or in conjunction with development of any of the Disney Properties in accordance with the Applicable Rules which result in (1) new Theme Perk uses designed and intended to yield a net increase in capacity at The Disneyland® Resort or the Anaheim Convention Center and/or (2) a net increase in the number of Hotel Rooms in The Anaheim Resort (which may include Disney Vacation Club project units for which a fully-executed TOT In-Lieu Agreement pursuant to Section 3.1.5 of this Agreement is executed before the project is Completed as defined in Section 1.19). Qualified Theme Park and/or Lodging Improvements shall not include capital improvement projects authorized by Disney which (1) have been finalized or are under construction as [Insert Date], Final Execution Version 042524
19 2024, or (2) are listed in Exhibit E hereto, or (3) are Maintenance Capital projects as defined in Section 1.51, or (4) are projects the purpose of which is to replace the theming and/or intellectual property associated with a particular Theme Park use or attraction; or (5) are projects involving the demolition and replacement of a particular Theme Park attraction with another Theme Park attraction in the same attraction footprint. Notwithstanding the foregoing and for the avoidance of doubt, Qualified Theme Park and/or Lodging Improvements may include (x) subsequent capital improvement projects that modify capital improvements whose initial construction or installation was excluded in the previous sentence, such as a subsequent expansion or modification of an existing Theme Park use or land or a subsequent expansion or modification of a Hotel that currently exists or is listed on Exhibit E, and (y) capital improvement projects commenced at risk by Disney including pursuant to Section 6.29 below during the pendency of any Litigation or effort described in Section 6.30 below, so long in each case as those subsequent capital improvement projects meet the requirements of the first sentence of this Section 1.66 and are not Maintenance Capital projects.
An individual project falling within this definition shall be referred to herein as a Qualified Theme Park and/or Lodging Improvement whether it contains either or both of Theme Park and Hotel/lodging uses.
1.67 "Reserved Powers" means the rights and authority excepted from this Agreement's restrictions on the City's police powers and which are instead reserved to the City. The Reserved 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, but: (1) prevent or remedy conditions which the City has found to be injurious or detrimental to the public health or safety; (2) are Uniform Codes; (3) are necessary to comply with state and federal laws, rules and regulations (whether enacted previous or subsequent to the Effective Date) or to comply with a court order or judgement of a state or federal court; (4) are agreed to or consented to by Disney; (5) involve the formation of assessment districts, Mello-Roos or community facilities districts, special districts, maintenance districts or other similar districts formed in accordance with Final Execution Version 042524
20 applicable laws provided, however, that Disney shall retain all its rights with respect to such districts pursuant to all applicable laws (except as provided by Section 18); or (6) are City-wide fees or charges of general applicability provided that such City-wide fees or charges are not fees or charges imposed on impacts of new development in violation of the express limitations provided by this Agreement.
1.68 "Retail, Dining and Entertainment Uses" means those retail, dining and entertainment uses built or caused to be built by Disney on the Disney Property outside of the admission gate of any Theme Park in accordance with the DRSP, and which are uses permitted in the Theme Park District and Future Expansion (now Southeast) District as Permitted Primary Uses and Structures pursuant to AMC 18.114.060.010 and AMC 18.114.090.010.
1.69 "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 any public parking structures built on the Disney Property and for relocation of the existing Southern California Edison utility structures on the Disney Property.
1.70 "Section" means the indicated number section or subsection of this Agreement.
1.71 RESERVED.
1.72 "Statement of Overriding Considerations" means the Statement of Overriding Considerations adopted by the City Council by Resolution No. 2024-029 on April 17, 2024, which is attached hereto as Exhibit K, Statement of Overriding Considerations.
1.73 "Term" means the applicable period of time during which this Agreement shall be in effect and shall bind the City and Disney, as described in Section 6.2.
1.74 "The Anaheim Resort" means the area of approximately 1078 acres in the City which is designated on the City General Plan for Commercial Recreation land uses; The Anaheim Resort encompasses the areas governed by the DRSP, the ARSP, and the Hotel Circle Specific Plan.
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21 1.75 "The Anaheim Resort Specific Plan" or "ARSP" means The Anaheim Resort Specific Plan No. 92-2 (including zoning and development standards) as approved by the City and as amended on or before the Effective Date.
1.76 "The Disneyland Resort Project" means the Project approved by the City in January 1993 and October 1996 as amended by DisneylandForward as described and analyzed in the FEIR.
1.77 "The Disneyland Resort Specific Plan" or "DRSP" 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.
1.78 RESERVED.
1.79 "The Walt Disney Company" means The Walt Disney Company, a Delaware corporation.
1.80 "Theme Park" and "Theme Park uses" shall have the meaning set forth in Section
18.114.060.010.0101 of the AMC and include without limitation Disneyland and Disney California Adventure.
1.81 "Uniform Codes" means those building, electrical, energy, green building, mechanical, fire and other similar regulations of a City-wide scope which are based on recommendations of a multi-state professional organization and become applicable throughout the City, such as, but not limited to, the California Building Code, the California Electrical Code, the California Plumbing Code, the California Mechanical Code, the California Energy Code, the California Green Buildings Standards Code, or the California Fire Code (including those amendments to the promulgated uniform codes which reflect local modification to implement the published recommendations of the multi-state organization and which are applicable City-wide).
2. RECITALS OF PREMISES, PURPOSE AND INTENT.
2.1 State Enabling Statute. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Final Execution Version 042524
22 Legislature of the State of California adopted the Development Agreement Act which authorizes any city to enter into binding development agreements establishing certain development rights in real property with persons having legal or equitable interests in such property. Section 65864 of the Development Agreement Act expressly provides, in part, as follows:
The Legislature finds and declares that:
(a) The lack of certainty in the approval of development projects can result in a waste of resources, escalate the cost of housing and other development to the consumer, and discourage investment in and a commitment to comprehensive planning which would make maximum efficient utilization of resources at the least economic cost to the public.
(b) Assurance to the applicant for a development project that upon approval of the project, the applicant may proceed with the project in accordance with existing policies, rules and regulations, and subject to conditions of approval will strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic cost of development.
Notwithstanding the foregoing, to ensure that the City remains responsive and accountable to its residents while pursuing the benefits of development agreements contemplated by the Legislature, the City: (1) accepts restraints on its police powers contained in development agreements only to the extent and for the duration required to achieve the mutual objectives of the Parties; and (2) to offset such restraints, seeks public benefits which go beyond those obtained by traditional City controls and conditions imposed on development project applications.
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23 2.2 City Procedures and Actions.
2.2.1 Planning Commission Action. On February 29, 2024, as required by Section 65867 of the Development Agreement Act and Section 2.1 of the Procedures Resolution, the Planning Director gave public notice of the Planning Commission's intention to consider a recommendation to the City Council regarding adoption of this Agreement. On March 11, 2024, as required by Section 65867 of the Development Agreement Act and Section 2.2 of the Procedures Resolution, the Planning Commission held a public hearing on this Agreement. On March 11, 2024, the Planning Commission, after considering that the FEIR was previously certified for the Project, recommended the City Council find and determine, consistent with the standards set forth in Section 2.3 of the Procedures Resolution, that: (1) the FEllt complied with all requirements of CEQA; (2) the Agreement is within the scope of the FEIR, and was contemplated therein as part of the Project; (3) the Agreement is consistent with the City's General Plan and with the DRSP and the ARSP, as amended by DisneylandForward; (4) the Agreement is compatible with the uses authorized in and regulations prescribed in the DRSP and the ARSP (as of the Effective Date); (5) the Agreement is compatible with theorderly development of property in the surrounding area; (6) the Agreement will have an overall positive effect on the health, safety and welfare of the residents of and visitors to the City; (7) the Agreement constitutes a lawful, present exercise of the City's police power and authority under the Development Agreement Act, the Enabling Ordinance and the Procedures Resolution; and (8) is entered into pursuant to and in compliance with its charter powers and the requirements of Section 65867 of the Development Agreement Act, the Enabling Ordinance and the Procedures Resolution. Based on these findings and determinations, the Planning Commission adopted Resolution No. PC2024-002 on March 11, 2024, recommending to the City Council the approval of the Agreement.
2.2.2 City Council Action. On March 28, 2024 and April 4, 2024, as required by Section 65867 of the Development Agreement Act and Section 3.1 of the Procedures Final Execution Version 042524
24 Resolution, the City Clerk of the City caused public notice to be given of the City Council's intention to consider adoption of this Agreement. On April 16, 2024, as required by Section 65867 of the Development Agreement Act and Section 3.2 of the Procedures Resolution, the City Council held a public hearing on the Agreement. On April 17, 2024, an approving ordinance was introduced for adoption by the City Council. On April 17, 2024, the City Council, after considering the fact that the FEIR was previously certified for the Project, found and determined that: (1) the FEIR complied with all requirements of CEQA; (2) the Agreement is within the scope of the FEIR, and was contemplated therein as part of the Project; (3) the Agreement is consistent with the City's General Plan and with the DRSP and the ARSP as amended by DisneylandForward; (4) the Agreement is compatible with the uses authorized in and regulations prescribed in the DRSP and the ARSP (as of the Effective Date); (5) the Agreement is compatible with the orderly development of property in the surrounding area; (6) the Agreement will have an overall positive effect on the health, safety and welfare of the residents of and visitors to the City; (7) the Agreement constitutes a lawful, present exercise of the City's police power and authority under the Development Agreement Act, the Enabling Ordinance and the Procedures Resolution; and (8) the Agreement is entered into pursuant to and in compliance with its charter powers and the requirements of Section 65867 of the Development Agreement Act, the Enabling Ordinance and the Procedures Resolution. On May 1, 2024, the approving ordinance was read for a second time and was adopted by the City Council. The City Council on May 1 , 2024, adopted Ordinance No. 6577, to become effective thirty days after adoption of this Agreement, found that its provisions are consistent with the General Plan, the DRSP and the ARSP, and authorized the execution of this Agreement.
2.3 Purpose of this Agreement.
2.3.1 Disney Objectives. In accordance with the legislative fmdings set forth in the Development Agreement Act, and with full recognition of the City's policy of judicious Final Execution Version 042524
25 restraints on its police powers, Disney wishes to obtain reasonable assurances that the Project may be developed in accordance with the Applicable Rules subject to the terms of this Agreement and the City's Reserved Powers. In the absence of this Agreement, Disney would have no assurance that it could complete the Project for the uses and to the density and intensity of development set forth in this Agreement. This Agreement, therefore, is necessary to assure Disney that the Project will not be (i) reduced in density, intensity or use, or (ii) subjected to new rules, regulations, ordinances or official policies or delays which are not permitted by this Agreement or the Reserved Powers.
2.3.2 Mutual Objectives. Development of the Project in accordance with this Agreement will provide for the orderly development of the Project in accordance with the objectives set forth in the General Plan, the DRSP and the ARSP. Moreover, a development agreement for the Project will eliminate uncertainty in planning for and securing orderly development of the Project, assure installation of necessary improvements, assure attainment of maximum efficient resource utilization within the City at the least economic cost to its citizens and otherwise achieve the goals and purposes for which the Development Agreement Act was enacted.
The Parties believe that such orderly development of the Project will provide many public benefits to the City through the imposition of development standards and requirements under the provisions and conditions of this Agreement, including without limitation: increased tax revenues, installation of on-site and off-site improvements, payment towards park improvements, affordable housing, workforce development and job creation. Additionally, although development of the Project in accordance with this Agreement will restrain the City's land use or other relevant police powers, the Agreement provides the City with sufficient reserved powers during the Term hereof to remain responsible and accountable to its residents. In exchange for these and other benefits to the City, Disney will receive assurance that the Project may be developed during the Term of this Agreement in accordance with the Applicable Rules and Reserved Powers and subject to the terms and conditions of this Agreement.
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26 2.4 Applicability of the Agreement. This Agreement does not: (1) grant density, intensity or uses in excess of that otherwise established in the Applicable Rules; (2) eliminate future Discretionary Actions otherwise required under the Applicable Rules; (3) guarantee that Disney will receive any profits from the Project; or (4) amend the City's General Plan, the DRSP or the ARSP. This Agreement has a fixed Term. Furthermore, in any subsequent actions applicable to the Disney Property not related to the DRSP or the ARSP, the City may apply such new rules, regulations, ordinances and officially adopted plans and policies as are then in effect.
Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be construed or understood to (i) limit the City's rights to adopt and apply to the Disney Property new rules, regulations, ordinances and officially adopted plans and policies of the City, where those new rules, regulations, ordinances and officially adopted plans and policies do not conflict with the Applicable Rules, or (ii) provide Disney with any vested rights except as affirmatively and expressly stated in this Agreement.
3. AGREEMENT AND ASSURANCES.
3.1 Agreement and Assurance on the Part of Disney. In consideration for the City entering into this Agreement, and as 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 objectives, purposes and intentions set forth in Section 2 of this Agreement, Disney hereby agrees as follows:
3.1.1 Opening Day Project. Pursuant to Development Agreement No. 96-01, Disney completed construction of the Opening Day Project on or before the Opening Day in accordance with the terms and conditions of Development Agreement No. 96-01. Disney and the City agree and acknowledge after the final payment on the bonds issued pursuant to the Finance Agreement, Disney may, but will no longer be obligated to maintain each and every component of the Opening Day Project. However, as part of this Agreement, Disney agrees to continue to maintain the following components of the Opening Day Project throughout the Term: (1) a second Final Execution Version 042524
27 gated theme park designed to attract and accommodate a planned annual attendance of seven million guests; (2) 1,886 Hotel Rooms, excluding vacation ownership resort units; and (3) a minimum of 200,000 square feet of Retail, Dining and Entertainment Uses that are open to the public without the purchase of a theme park ticket and non-ticketed. Disney also agrees that it shall not request City approval to convert Paradise Pier/Pixar Place Hotel to vacation ownership resort units for a minimum of twenty (20) years from the Effective Date.
3.1.2 Initial Development Commitment for New Theme Park and Hotel Improvements. Disney agrees to proceed with and pursue to Completion (as defined in Section
1.19) by the Initial Development Commitment Completion Date, Qualified Theme Park and/or Lodging Improvements the Costs of which shall total no less than the Initial Development Investment Threshold. The Parties further agree that Disney shall pay the City Five Million Dollars U.S. ($5,000,000) no later than six (6) months after the Initial Development Commitment Completion Date if Disney has not by that time Completed (subject to verification pursuant to Section 3.1.2.2) Qualified Theme Park and/or Lodging Improvements the Costs of which equal or exceed the Excess Investment Threshold. The Parties further acknowledge that Disney is currently constructing and/or implementing certain Theme Park and Hotel projects pursuant to Development Agreement 96-01, all as more particularly identified in Section 1.66 above and Exhibit E hereto ("Current Projects"). The Parties agree that Disney's commitment to construct Qualified Theme Park and/or Lodging Improvements pursuant to this Section 3.1.2 is in addition to the Current Projects, and that the Current Projects do not qualify as Qualified Theme Park and/or Lodging Improvements in determining whether Disney has satisfied the Initial Development Investment Threshold required pursuant to this Section 3.1.2 or the Excess Investment Threshold.
3.1.2.1 Qualified Theme Park and/or Lodging Improvements Compliance with Project Approvals, Mitigation Measures and Conditions of Approval. In constructing any elements of the Project including Qualified Theme Park and/or Lodging Improvements, Disney shall comply with all Applicable Rules including without limitation the Project Approvals, Mitigation Measures Final Execution Version 042524
28 and the Conditions of Approval. Disney agrees that the City has sufficient legal authority to adopt and to require Disney's compliance with the Project Approvals including the Mitigation Measures and Conditions of Approval in connection with the Project and Disney agrees that it will not challenge the City's right to adopt or to require Disney's compliance with the Project Approvals including the Mitigation Measures and Conditions of Approval; provided, however, nothing herein shall limit or restrict Disney's right to challenge any interpretation by the City of any Project Approvals including the Mitigation Measures and Conditions of Approval or the way or method the City directs the implementation of such Project Approvals including the Mitigation Measures and Conditions of Approval, provided such challenge shall be brought only through an action for declaratory relief, specific performance, or injunctive relief.
3.1.2.2 Costs Verification. No later than six (6) months after the Initial Development Commitment Completion Date, Disney shall submit to the City Manager an Accounting Opinion verifying that Disney or an Affiliate of Disney has in fact incurred Costs with respect to one or more Qualified Theme Park and/or Lodging Improvements (as defined in Section
1.21) and the amount of the incurred Costs. The City Manager or his/her designee shall have the authority on the City's behalf to review and approve the Accounting Opinion, and to challenge whether certain amounts are properly qualified as "Costs" pursuant to this Agreement and/or reasonably require additional information related to the Accounting Opinion within thirty (30) days from the date Disney provides the Accounting Opinion to the City. Approval by the City Manager shall not be unreasonably withheld, conditioned or denied. Any disapproval shall be in writing and shall state the reasons therefor and any request for follow up information. In the event of a partial approval, the City Manager's (or designee's) writing shall identify the item(s) and amount(s) approved and the item(s) and amount(s) disapproved. After any disapproval, Disney shall have the right to submit additional information in order to obtain an approval, in which case the City Manager's (or designee's) review and approval/disapproval shall be subject to the same procedures and deadlines as set forth above for the initial submittal. Disney shall be deemed to Final Execution Version 042524
29 have satisfied its obligations and the condition set forth above when the City Manager (or designee) has approved Costs equal to or exceeding the Initial Development Investment Threshold or, as applicable, the Excess Investment Threshold.
3.1.2.3 Consideration for Excess Investment. The City recognizes the significant additional economic benefits that would accrue to the City if Disney were to invest in Qualified Theme Park and/or Lodging Improvements to a level beyond the Initial Development Investment Threshold. As such, the City agrees that if the Costs verification and approval process described in Section 3.1.2.2 above confirms that Disney has Completed Qualified Theme Park and/or Lodging Improvements on or before the Initial Development Commitment Completion Date and that the Costs of the Qualified Theme Park and/or Lodging Improvements equals or exceeds the Excess Investment Threshold, then the requirement of additional consideration set forth in the second sentence of Section 3.1.2 shall not apply.
3.1.3 Affordable Housing Payment. Disney shall pay in two installments a total of Thirty Million Dollars U.S. ($30,000,000) into a public trust established or specified by the City to be used to provide affordable housing residential units and housing affordability programs as determined by the City in its sole discretion ("Affordable Housing Payment"). Disney shall make the first payment of Fifteen Million Dollars U.S. ($15,000,000) to the City for payment into the designated public trust no later than one year after the Effective Date unless an Enforced Delay event as set forth in Section 6.4 causes a delay in the Effective Date. Disney shall make the second payment of Fifteen Million Dollars U.S. ($15,000,000) to the City for payment into the designated public trust no later than five years after the Effective Date unless an Enforced Delay event as set forth in Section 6.4 causes a delay in the Effective Date. The City shall require that the designated public trust that receives funding from the Affordable Housing Payment, in exchange for receiving the Affordable Housing Payment funds, shall commit to using the funds to provide affordable housing residential units and housing affordability programs in the City, the details of which shall be determined by the City in its sole discretion within the legal constraints of the designated public Final Execution Version 042524
30 trust. The City and Disney acknowledge that the Anaheim Housing Authority may ultimately manage, administer and/or expend the funds from the Affordable Housing Payment in accordance with the designated public trust's purposes, and agree that such a role is not inconsistent with the Parties' intent herein.
3.1.4 Park Improvement Payment. Disney shall pay the City Eight Million Dollars U.S. ($8,000,000) to be used for park improvements outside of The Anaheim Resort as determined by the City in its sole discretion (Park Improvement Payment"). Disney shall pay the Park Improvement Payment to the City no later than one year after the Effective Date.
3.1.5 Future Vacation Ownership Resorts; Agreements Concerning Payments InLieu of Transient Occupancy Tax and ATID. Recognizing that the Anaheim Municipal Code requires an agreement for each discrete vacation ownership resort project developed in the City relating to the payment of in-lieu transient occupancy taxes ("TOT"), this Section shall be used to guide preparation of each such agreement required for any development by Disney or its affiliates of projects containing its branded vacation ownership resorts, commonly known as Disney Vacation Club ("DVC"). In general, the form of the October 6, 2020 Transient Occupancy Tax Agreement for DVC at Disneyland Hotel including the TOT rate escalation provision set forth therein will be used for any new DVC project in the Anaheim Resort (each, a "DVC Project") initiated after the approval of this Development Agreement; provided, however, that said agreement shall be tailored to the new DVC Project in its basics and with additional changes made to the Agreement as described more fully in Exhibit L to this Agreement in order to effectuate the Parties' intent that the in-lieu TOT paid to the City for all future DVC projects approximate economic parity with the market rates and associated TOT paid for that project's comparable Hotel rooms (in each case and as determined according to the process described in Exhibit L, the DVC Project's "Comp Set") to the full extent feasible throughout the Term of that DVC Project's TOT agreement. In addition, Disney agrees that in the event that the City seeks to modify the bylaws and/or other formation documents of the Anaheim Tourism Improvement District ("ATID") or Final Execution Version 042524
31 any successor agency serving the same or a similar purpose as ATID, in order to apply the existing ATID assessment to all newly constructed vacation ownership resort units including any newly constructed DVC units within the current or future ATID or successor agency boundary on a prospective basis, Disney agrees to vote in favor of such a modification to the ATID or Successor Agency documents; provided, however, that nothing in this Agreement shall be construed as a requirement for Disney to vote to approve a higher ATID assessment than the existing two percent (2%) of hotel room "rent" (as defined in Anaheim Municipal Code Section 2.12.005.140).
3.1.6 Katella Sewer Deficiency Related Improvements. Disney shall pay the City Ten Million Dollars U.S. ($10,000,000) ("Sewer Cost Obligation"), for the design, engineering, right of way, construction and construction management costs including reasonable contingencies (for purposes of this Section 3.1.6 only, "Costs") of improvements to the City's sewer system in Katella Avenue between Harbor Boulevard and Ninth Street that the City determines are necessary to adequately address the deficiency therein which is modeled and identified in the City of Anaheim DisneylandForward Sewer Study (Psomas 2023b) prepared for DisneylandForward and included as Appendix L-2 of the FUR ("Katella Sewer Improvements"). Disney shall pay the City Disney's share of the Katella Sewer Improvements Costs as follows:
3.1.6.1 Timing of Sewer Payment.Disney shall pay the Sewer Cost Obligation on the later of (a) the first anniversary of the Effective Date, or (b) 60 days after the City opens bids for the Katella Sewer Improvements project and notifies Disney in writing that City staff will recommend that the City Council approve the contract for the Katella Sewer Improvements project.
3.1.6.2 Project Timing.The City will take reasonable actions to complete the design and engineering of the Katella Sewer Improvement project within two (2) years after the Final Execution Version 042524
32 Effective Date and will thereafter take reasonable actions to procure a contractor and complete the Katella Sewer Improvement project within four (4) years after the Effective Date.
3.1.6.3 Fair Share Satisfaction. Disney's timely payment of the Sewer Cost Obligation shall constitute Disney's fair share participation in the Katella Sewer Improvements and shall relieve Disney from any additional and/or future payment towards the Katella Sewer Improvements Project.
3.1.6.4 Mitigation Measures. Nothing in the foregoing provisions of this Section
3.1.6 (including the Sewer Cost Obligation with respect to the Katella Sewer Improvements) shall affect or limit Disney's obligation to implement and fund FEW Mitigation Measures UTIL-8, UTIL-9, UTIL-10 and UTIL-11, which set forth additional sewer-related measures required for specific types and locations of potential Project development, all as more particularly specified therein.
3.1.7 Fire Operations Agreement and Improvements.
3.1.7.1 General. No later than thirty (30) calendar days after the Effective Date, Disney and the City shall enter into a Fire Operations Agreement ("FOA") providing for the following, along with any other matters the Parties deem pertinent to such an agreement:
1) The details relating to Disney's requirement to reimburse the City for the City's provision of fire services and associated facilities and equipment at The Disneyland Resort, including audit and reconciliation procedures.
2) The process by which Disney and the City will determine the location and other specifics of the fire substation required to be constructed pursuant to FEW Mitigation Measure PS-14.
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33 3) The process by which Disney and the City will identify and provide for additional fire service needs during the Term (reimbursed by Disney when City-provided) as the Project is developed, including thresholds for the assignment of additional fire personnel. 4) The process by which the City's Fire Chief and the Disneyland Resort's chief safety and security officer (or their respective designees) will regularly meet and confer on matters of staffing, scheduling and equipment, and will meet and confer before the additions of major Theme Park attractions and/or material increases in building inventory on Disney Property to discuss augmented fire department plan review and inspection staffing needs.
Following execution of the FOA, a FOA shall be in effect at all times during the Term. The Parties agree that the FOA approved by the City on April 17, 2024, satisfies the foregoing requirement for the FOA agreement that must be executed within thirty (30) days of the Effective Date. Disney and City agree that the FOA can be modified during the Term at the request of either Party and upon mutual consent by the Parties. The City Manager or designee shall be authorized to sign FOA amendments on the City's behalf, or the City Manager may refer an FOA amendment to the City Council for consideration and action.
3.1.7.2 FOA Amendments; Dispute Resolution.If either Party desires an amendment or modification to a material term of the FOA, such Party shall notify the other Party in writing. After receipt of such notice, the Parties shall meet and confer on said amendment or modification and use best efforts to negotiate a mutually agreeable amendment or modification. If, despite the Parties' best efforts, the Parties are unable to reach agreement on an amendment or modification to the FOA within six (6) months from the date of the notice, either Party may invoke the resolution process outlined below by serving written notice on the other Party:
1) City's Fire Chief and the Disneyland Resort's chief safety and security officer shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the amendment or modification. If the Parties have not reached agreement Final Execution Version 042524
34 after this initial period, then the issue will be elevated to the Deputy City Manager and the Disneyland Resort Senior Vice President of Operations.
2) The Deputy City Manager and the Disneyland Resort Senior Vice President of Operations shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the amendment or modification. If the Parties have not reached agreement after this period, then the issue will be elevated to the City Manager and the Disneyland Resort President.
3) The City Manager and the Disneyland Resort President shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the amendment or modification. If the Parties have not reached agreement after this period, then each Party shall submit their best and final position in writing to the other Party. Either Party may, but is not obligated to, accept the best and fmal offer from the other party.
During the pendency of the resolution process outlined above, the unmodified or unamended terms of the FOA shall remain in full force and effect.
3.1.7.3 Fire Substation. Disney shall construct and maintain a Fire Substation in the Theme Park District in accordance with the specified criteria and milestone timing requirements in the FOA and FEIR Mitigation Measure PS-14. The Parties intend and agree that, in addition to facilitating implementation of FEIR Mitigation Measure PS-14 relating to a new fire substation, the FOA will constitute an alternative fmancing arrangement within the meaning of FEIR Mitigation Measure PS-1 and will satisfy the requirements of FEIR Mitigation Measure PS7 relating to Fire Department operations and community risk reduction staff needs.
3.1.8 Police Operations Agreement and Improvements.
3.1.8.1 General. No later than thirty (30) calendar days after the Effective Date, Disney and the City shall enter into a Police Operations Agreement ("POA") providing for the following, along with any other matters the Parties deem pertinent to such an agreement:
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35 I) The details relating to Disney's requirement to reimburse the City for the City's provision of police services and associated facilities and equipment at The Disneyland Resort, including audit and reconciliation procedures;
2) The process by which Disney and the City will determine the location and other specifics of the police substation required to be constructed pursuant to FEIR Mitigation Measure PS24, and the satellite police office required to be constructed pursuant to FEIR Mitigation Measure PS-25;
3) The process by which Disney and the City will identify and provide for additional police service needs during the Term (reimbursed by Disney when City-provided) as the Project is developed, including thresholds for the assignment of additional officers; and 4) The process by which the City's Police Chief and Disney's chief safety and security officer (or their respective designees) will regularly meet and confer on matters of staffing, scheduling and equipment.
Following execution of the POA, a POA shall be in effect at all times during the Term. The Parties agree that the POA approved on April 17, 2024, satisfies the foregoing requirement for the POA agreement that must be executed within thirty (30) days of the Effective Date. Disney and City agree that the POA can be modified during the Term at the request of either Party and upon mutual consent by the Parties. The City Manager or designee shall be authorized to sign POA amendments on the City's behalf, or the City Manager may refer a POA amendment to the City Council for consideration and action.
3.1.82 POA Amendments; Dispute Resolution.If either Party desires an amendment or modification to a material term of the POA, such Party shall notify the other Party in writing. After receipt of such notice, the Parties shall meet and confer on said amendment or modification and use best efforts to negotiate a mutually agreeable amendment or modification. If, despite the Parties' best efforts, the Parties are unable to reach agreement on an amendment or Final Execution Version 042524
36 modification to the POA within six (6) months from the date of the notice, either Party may invoke the resolution process outlined below by serving written notice on the other Party:
1) City's Police Chief and the Disneyland Resort's chief safety and security officer shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the amendment or modification. If the Parties have not reached agreement after this initial period, then the issue will be elevated to the Deputy City Manager and the Disneyland Resort Senior Vice President of Operations.
2) The Deputy City Manager and the Disneyland Resort Senior Vice President of Operations shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the amendment or modification. If the Parties have not reached agreement after this period, then the issue will be elevated to the City Manager and the Disneyland Resort President.
3) The City Manager and the Disneyland Resort President shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the amendment or modification. If the Parties have not reached agreement after this period, then each Party shall submit their best and final position in writing to the other Party. Either Party may, but is not obligated to, accept the best and final offer from the other Party. During the pendency of the resolution process outlined above, the unmodified or unamended terms of the POA shall remain in full force and effect.
Notwithstanding the foregoing, if, in the determination of the City's Police Chief, an amendment or modification to the POA is necessary to address an immediate, exigent circumstance or an immediate, significant threat to public safety and the Parties cannot agree on the substance of the amendment or modification, then the Police Chief may bypass the preliminary steps of the dispute resolution process outlined above and seek immediate review by the City Manager and the Disneyland Resort President pursuant to subsection (3) above. The Police Chief may elect to Final Execution Version 042524
37 expend resources to address the immediate exigent circumstance or immediate, significant threat to public safety during the pendency of the process outlined in subsection (2); in which case, any final determination will be retroactive to the day that the City expended resources to address the immediate exigent circumstance or immediate, significant threat to public safety.
3.1.8.3 Police Substation. Disney shall construct and maintain a Police Substation in the Theme Park District and a Police Satellite Office in the Southeast District or the Theme Park East Overlay in accordance with the specified criteria and milestone timing requirements in the POA and FEIR Mitigation Measure PS-24 and Mitigation Measure PS-25. The Parties intend and agree that, in addition to facilitating implementation of FElR Mitigation Measure PS-24 relating to a new police substation and Mitigation Measure PS-25 relating to a new police satellite office, the POA will constitute an alternative financing arrangement within the meaning of FEW Mitigation Measure PS-16, and will satisfy the requirements of FEW Mitigation Measure PS-18 relating to police funding and equipment needs.
3.1.9 Current and Future Right-of-Way Abandonment and Vacation.
3.1.9.1 Consideration. As consideration for the City taking all required legal actions: (1) to vacate the existing roadways identified as Magic Way from Walnut Avenue to Disneyland Drive as shown on Exhibit M (the "Magic Way Road Segment"), a portion of Clementine Street south of Katella Avenue as shown on Exhibit M (the "Clementine Stub Road Segment") and Hotel Way north of Disney Way as shown on Exhibit M (the "Hotel Way Road Segment" and, together with the Magic Way Road Segment and the Clementine Stub Road Segment, the "Existing Road Segments") and (2) to abandon and remove from the City's General Plan Circulation Element the portions of Gene Autry Way between Harbor Boulevard and Haster Street (the "Gene Autry Segment") and Clementine Street between KateIla Avenue and Orangewood Avenue as shown on Exhibit N (collectively in this clause (2), the "Mapped Road Final Execution Version 042524
38 Segments"), Disney shall pay to the City Forty Million Dollars U.S. ($40,000,000) as provided in Section 3.1.9.3. The Parties have agreed to this amount as the aggregate values (each, an "Appraised Value") of the vacation of the Existing Road Segments and for the abandonment and removal of the Mapped Road Segments based on the appraisal prepared by CBRE Valuation and Advisory Services with a Date of Value of July 5, 2023 ("2023 Appraisal").
3.1.9.2 Process and Timing; Reservation of Easements.
(A) Existing Road Segments. Disney may apply for the vacation and abandonment of the public rights-of-way in any or all Existing Road Segments at any time within twenty (20) years after the Effective Date, and may request the abandonment of the individual Existing Road Segments separately or at the same time in Disney's sole discretion (each such fully complete application, an "Abandonment Application"); provided, however, that (i) Disney may not submit an Abandonment Application for the Magic Way Road Segment until the public bonds which are the subject of the Finance Agreement have been fully retired and/or have reached their maturity date and (ii) Disney will not seek and the City will not finalize abandonment of the Magic Way Road Segment until the City has completed its currently planned improvements to the intersections of Ball Road and Walnut Street, and Ball Road and Disneyland Drive, the contracts for both of which are expected to be awarded not later than one year after the Effective Date of this Agreement. The City shall, not later than 120 days after the submittal of an Abandonment Application, prepare all necessary documents to effectuate the vacations and abandonments of the applicable Existing Road Segment. Disney and the City shall cooperate regarding compliance with and completion of any required statutory procedures and/or requirements necessary to effectuate the abandonments. The Parties agree that City will first consider, on a schedule determined by the City, and adopt a Resolution of Intention to Abandon or Vacate the Existing Final Execution Version 042524
39 Road Segments setting a date for a hearing on which the City Council will consider the final version of the Resolution to Abandon or Vacate the Existing Road Segments and then the City will consider the actual resolutions to abandon or vacate the Existing Road Segments. The resolution(s) to abandon or vacate will include a condition pursuant to which the City will activate the vacation or abandonment through recording the abandonment or vacation document only upon the notice from Disney as referenced hereinabove. Additionally, the Parties agree that any street vacation shall reserve for the City utility easement(s) for any utilities currently in place within the Existing Road Segment being vacated by the City; provided, however, that with respect to the Magic Way Road Segment only, Disney may, at its sole cost and upon approval by the City Manager or designee, (i) relocate the existing sewer and water utility lines within the Magic Way Road Segment to another location approved by the City Manager or designee (which may but need not be within the Magic Way Road Segment), provided that Disney prepares and offers for dedication to the City a new public utility easement for the relocated sewer and water lines in form acceptable to the City Attorney, and (ii) maintain as a public pedestrian right-of-way/parkway the east-west sidewalks currently located on the Magic Way Road Segment, either in their current form or in another configuration consistent with the DRSP and approved by the City Manager or designee, provided that Disney prepares and offers for dedication to the City a new public right-of-way easement for the pedestrian parkway in form acceptable to the City Attorney, and provided further that Disney agrees to be assessed for purposes of the Anaheim Resort Maintenance District ("ARMD") on the basis of the frontage along both sides of said pedestrian parkway, thus maintaining the same frontage along the Magic Way Road Segment with respect to ARMD assessment as existed before the City's abandonment of the road right-of-way. With respect to clause (ii), the Parties acknowledge that the DRSP requires a non-ticketed pedestrian access point Final Execution Version 042524
40 into The Disneyland Resort from Walnut Street at or near its current intersection with the Magic Way Road Segment as the entry to an east-west pedestrian route, regardless of whether that access and the associated east-west pedestrian route remains public or is privately maintained by Disney.
If Disney does not elect to have the pedestrian parkway along the Magic Way Road Segment (or if, under the Applicable Rules, Disney proposes and City Manager approves a substitute) remain as a public right-of-way which is maintained by ARMD, then the consideration paid to the City for the Magic Way Road Segment shall also include an amount reasonably determined to compensate the City for removal of the Magic Way Road Segment from ARMD's scope and the loss of the associated assessment, based on actual linear footage and costs, which amount and payment terms shall be determined by the City Manager/designee and Disney at the time and thereafter the ARMD shall have no maintenance responsibility for the pedestrian parkway. The Parties shall cooperate to provide the Orange County Tax Assessor with any documentation it may require regarding said matters.
(B) Mapped Road Segments. Disney and the City shall cooperate and prepare any exhibits necessary to request and/or receive Orange County Transportation Authority (OCTA) approval of an amendment to the Master Plan of Arterial Highways (MPAH) to reflect the removal of the Mapped Road Segments, which the Parties agree OCTA considered and conditionally approved on February 12, 2024. The application also included the request for reclassification of Disney Way between Anaheim Boulevard and Harbor Boulevard from a six-lane Major Arterial to a four-lane Primary Arterial, which request OCTA also considered and conditionally approved on February 12, 2024. In the event that the approval granted by OCTA on February 12, 2024, expires, Disney and the City shall further cooperate and prepare any exhibits necessary to request Final Execution Version 042524
41 and/or receive Orange County Transportation Authority (OCTA) approval of an amendment to the Master Plan of Arterial Highways (lVfPAH) to reflect the removal of the Mapped Road Segments.
3.1.9.3 Consideration and Use of Proceeds.
(A) Existing Road Segments. The Appraised Value attributable to each Existing Road Segment shall be paid by Disney to the City by the date which is five (5) business days prior to the date on which the resolution approving the street abandonment or vacation is recorded by the City as set forth in Section 3.1.9.2.
(B) Mapped Road Segments.
(1) Use of Funds for East-West Connector. The City shall use the funds attributable to the Appraised Value paid by Disney for the abandonment and removal of the Mapped Road Segments, including any associated increase paid pursuant to Section 3.1.9.4, for transportation improvements, as determined by the City in its sole discretion. The Parties agree that this payment and amount fulfills and is deemed full satisfaction of any obligation of Disney to contribute financially to the construction and/or operation of any East-West Connector, i.e., an enhanced transportation connection between the Anaheim Resort and the Anaheim Regional Transportation Intermodal Center, that the City may determine to pursue, other than Disney's obligations under Section 3.1.12 below.
(2) Timing. Disney shall pay the Appraised Value attributable to the Mapped Road Segments to the City at the earlier of: (i) prior to City issuance of the final Building and Zoning Inspection for cumulative development representing at least 10,000 square feet in the Southeast District and/or the Theme Park East Overlay, (ii) ninety (90) days after the City's Director of Public Works notifies Disney that such funds are required for a bona fide use, including Final Execution Version 042524
42 but not limited to matching funds for a grant, needed to execute an East-West Connector that the City has elected to pursue or for traffic improvements, as determined by the City, that are necessary to offset the loss of Mapped Road Segment, which notice may be given no earlier than June 1, 2027, and (iii) an earlier date of Disney's choosing following the Effective Date and OCTA' s approval of the MPAH amendment removing the Mapped Road Segments; provided, however that Disney shall pay the Appraised Value attributable to the Mapped Road Segments to the City no later than twenty (20) years after the Effective Date.
3.1.9.4 Future Update of Appraised Values. The Parties have agreed to the values of the vacation of the Existing Road Segments and for the abandonment and removal of the Mapped Road Segments based on the 2023 Appraisal. If the street vacations and planned abandonments of the Existing Road Segments and Mapped Road Segments, respectively, are not completed within ten years from the Effective Date or Disney has not Yet made the payments described in Section 3.1.9.1 at that time, then Disney shall cause the 2023 Appraisal to be updated ("Updated Appraisal") in consultation with and upon approval of the City, using appraisal instructions jointly agreed to by the City and Disney. Thereafter, Disney shall pay the City the greater of the amounts established in the 2023 Appraisal or the Updated Appraisal before the applicable Existing Road Segments are vacated and/or before the abandonment of the Mapped Road Segments becomes effective.
3.1.10 Assurances Regarding Potential City Pedestrian Bridges.
3.1.10.1 General. As noted in the FEIR, the City is currently reviewing the feasibility of constructing additional pedestrian bridges in The Anaheim Resort (collectively, "Potential City Pedestrian Bridges"), the details of which are not yet known sufficiently to allow Final Execution Version 042524
43 for the completion of "meaningful environmental assessment," such that undertaking environmental review at this time would be premature under State CEQA Guidelines section 15004. Accordingly, the Project does not bind or commit the City to any definite course of action with regard to the Potential City Pedestrian Bridges and approval of the Project would not constitute the approval of the Potential City Pedestrian Bridges. Any consideration by the City of future actions allowing for the Potential City Pedestrian Bridges is contingent upon completion of environmental review under CEQA, as permitted by State CEQA Guidelines section 15004(b).
Notwithstanding the preliminary stages of planning for the Potential City Pedestrian Bridges, the City wishes to secure, and Disney wishes to provide, assurances regarding Disney's future cooperation with the City regarding any development of the Potential City Pedestrian Bridges that the City may elect to pursue.
3.1.10.2 Cooperation re Bridge Landings. If during the Term the City elects to pursue one or more of the Potential City Pedestrian Bridges within the areas identified as (1) over Katella Avenue between Disneyland Drive and Harbor Boulevard (in the vicinity of the Anaheim Convention Center), (2) over Harbor Boulevard near Convention Way, (3) over Katella Avenue near Clementine Street, and (4) over Disney Way between Harbor Boulevard and Clementine Street, the design of which would require dedication of Disney Property (e.g., for footings, landing areas, pedestrian paths and/or encroachments), then the following actions will occur:
(1) The City and Disney will meet and confer during the conceptual design process for each Potential City Pedestrian Bridge the City elects to pursue to identify the specific locations for each pedestrian bridge landing;
(2) If the Parties cannot mutually agree to the easement areas, the City shall be authorized to make the final location decision provided that the selected locations (a) do not require removal of existing structures, (b) do not interfere with access to or from a parking structure in the DRSP Parking District East Parking Area or adjacent ARSP Parking Overlay, and (c) do not Final Execution Version 042524
44 require Disney to relocate existing underground utilities (unless the City agrees to relocate the utilities at its sole expense).
(3) Disney shall, not later than ninety (90) days after the City provides Disney with draft conceptual plans thereof, prepare and submit to the City for review and approval draft easements and temporary construction easements (including draft legal descriptions and related diagrams), all in form satisfactory to the City Attorney, conveying to the City easements to construct, operate, and maintain said bridges; provided, however, that (i) the City shall submit such notices and plans for no more than four Potential City Pedestrian Bridges in total, and (ii) the total amount of Disney Property required to accommodate each bridge shall not exceed One Thousand (1,000) square feet per bridge landing. Following City approval of the form of draft easements, Disney shall promptly submit the final executed offers of easement dedication to the City, which offers the City shall then promptly accept and record.
3.1.10.3 Cooperation re ATID Funding. In addition, Disney shall, in its capacity as a member of the Transportation Committee of the Anaheim Tourism Improvement District (ATID) or any successor agency serving the same or a similar purpose as ATID, vote in favor of allocating ATID or successor agency funding for the construction of any Potential City Pedestrian Bridge the City elects to pursue; provided, however, that nothing in this Agreement shall be construed as a requirement for Disney to vote to approve a higher ATID assessment than the existing two percent 2%) of hotel room "rent" (as defined in Anaheim Municipal Code Section
2.12.005.140).
3.1.11 Bicycle Facilities. In 2017, subsequent to the approval of Development Agreement No. 96-01, the City adopted a Bicycle Master Plan to close gaps in the existing bicycle network, provide new bicycle connections between key points, and maximize implementation of new bicycle lanes. As part of DisneylandForward, Disney shall design, install and dedicate to the City the following bicycle facilities within The Anaheim Resort:
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45 3.1.11.1 Walnut Street.The Bicycle Master Plan provides for a Class II Bike Lane within the street right-of-way along Walnut Street between Ball Road and Katella Avenue. As part of DisneylandForward, prior to the earlier of: (1) abandonment of Magic Way and/or closure of the western end of Magic Way to public vehicular traffic; or (2) the date which is ten (10) years after the Effective Date of the Development Agreement for the DisneylandForward; or (3) the final Building and Zoning Inspection for cumulative development of at least 10,000 square feet in the southwestern portion of the Theme Park District south of Pixar Place and west of the Pixar Place Hotel parking structure, Disney shall design, install and dedicate to the City (by right of way easement in form acceptable to the City Attorney) a Class I Bike Path as more particularly described in the FEW and the DRSP, on the east side of Walnut Street between the northernmost point of the Disney Property along Walnut Street to Katella Avenue. Additionally, Disney shall design, and the City shall install at Disney's expense the section of this Class I Bike Path extending from the northernmost point of the Disney Property along Walnut Street, north to Ball Road. The City agrees that this proposed Class I Bike Path along Walnut Street will improve the existing onstreet bicycle lane and satisfy the Bicycle Master Plan's provisions for improvement thereof.
The conceptual design and the final construction plans will be subject to review and approval by the City's Public Works Director or designee.
3.1.11.2 Clementine Street/Disney Way.The Bicycle Master Plan provides for a Class I Bike Path on Southern California Edison (SCE) and California Department of Transportation (Caltrans) property along Disney Way between Anaheim Boulevard and Harbor Boulevard. As part of DisneylandForward, Disney shall take the following actions in conjunction Final Execution Version 042524
46 with construction of a parking structure or transportation facility, whichever is developed earlier, within the DRSP Parking District East Parking Area and/or the ARSP Parking Overlay north of the DRSP Parking District East Parking Area:
(A) Disney shall design, install and dedicate to the City (by right of way easement in form acceptable to the City Attorney) a Class I Bike Path as more particularly described in the FELR and the DRSP on the west side of Clementine Street north of Disney Way between Alm Way and Disney Way.
(B) Disney shall design and install a Class I Bike Path as more particularly described in the FEW and the DRSP on the north side of Disney Way between Anaheim Boulevard and Clementine Street. The portion of this Class I Bike Path between Anaheim Boulevard and the 1-5 southbound off-ramp is proposed on land owned by the California Department of Transportation (Caltrans), and the portion of this Class I Bike Path between the 1-5 southbound off-ramp and Clementine Street is proposed on land owned by SCE. The City has granted SCE a non-exclusive electric utility franchise that facilitates and allows construction of bike paths within SCE property in the City. Disney and the City agree to work with one another and with Caltrans and SCE to obtain their approvals to install the Class I Bike Path over Caltrans's and SCE's property, respectively. If Caltrans does not approve installation of the Class I Bike Path over its property within the time needed (as determined by Disney in its sole discretion) to allow Disney to incorporate said installation in Disney's construction of the parking structure and/or transportation facility described above, then Disney may elect to pay to the City the estimated cost (determined by the City Manager or designee) of installing the Class I Bike Final Execution Version 042524
47 Path over Caltrans's property, and said payment, once received by the City, shall be deemed full satisfaction of Disney's obligations with respect to the Class I Bike Path on Caltrans's property.
3.1.12 East-West Connector Project Operation and Maintenance Funding by ATID.
During the Term, Disney, in its role and capacity as a voting member of ATID or any successor agency serving the same or a similar purpose as ATM, agrees not to oppose use of ATID (or successor agency) funds for operation and maintenance costs of any East-West Connector Project that may be constructed by the City.
3.1.13 Staffing Reimbursement and Enhanced Services Agreement. Disney anticipates a significant increase in building permit activity over the next several years associated with DisneylandForward projects as well as on-going maintenance and improvement projects.
Disney and City agree: (1) that the significant increase in building permits associated with DisneylandForward projects, as well as on-going maintenance and improvement projects, will require substantial City staff time (from Planning, Building, Public Works, Public Utilities and Fire Prevention) for review and processing of plans, inspections, and to ensure compliance with mitigation measures, conditions of approval and the Applicable Rules including this Agreement, and (2) Disney and City agree that the City's expeditious and timely processing of plans, permits, and inspections, etc., associated with DisneylandForward projects and on-going maintenance and improvement projects are advantageous to Disney and City as the construction and operation of said projects benefit the local economy and increase revenues to the City. To provide for the expeditious and timely processing of plans, permits, and inspections, etc. associated with DisneylandForward and on-going maintenance and improvement projects, Disney and the City agree that they will enter into a Staffing Reimbursement and Enhanced Services Agreement. The Parties agree that the Staffing Reimbursement and Enhanced Services Agreement shall be used for City-provided supplemental staffing services (from Planning, Building, Public Works, Public Final Execution Version 042524
48 Utilities and Fire Prevention) related to DisneylandForward projects including new theme park attractions, new hotels or vacation resort projects, commercial development, and parking structures, as well as anticipated maintenance and improvement projects. The Parties further agree the term and commitment for the Staffing Reimbursement and Enhanced Services Agreement shall be at least five (5) years at all times (i.e. extended each year by an additional year), shall provide for full cost-recovery for the supplemental staffing and enhanced services provided during the term of the agreement, and shall state intended performance metrics. The Staffmg Reimbursement and Enhanced Services Agreement will also include a provision that requires Disney to make a minimum annual payment for the supplemental staffing and enhanced services subject to a credit against the following year minimum annual payment for City adopted development processing fees, plan check fees, inspection fees and permit fees paid by Disney for the projects processed in the prior year. The Staffmg Reimbursement and Enhanced Services Agreement will include a provision that City-adopted development processing fees, plan check fees, inspection fees and permit fees shall be calculated and paid by Disney at a rate two (2) times the adopted fees. The form of the Staffing Reimbursement and Enhanced Services Agreement shall be prepared by the City in consultation with Disney's Vice-President of Facility Management (or designee) and counsel and shall subject to approval as to content by the City Manager and approval as to form by the City Attorney. The City Manager is authorized to sign the Staffmg Reimbursement and Enhanced Services Agreement on behalf of the City.
3.1.14 Phasing of Remaining Development. The Parties acknowledge that Disney cannot at this time predict specific phases of additional development, when such phases will occur, or the rate at which additional phases of the Project will be developed. Such decisions depend upon numerous factors which are not all within the control of Disney, such as market orientation and demand, interest rates and competition. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Ca1.3d 465, that the failure of the parties therein to provide for the timing of development permitted a later adopted initiative to restrict the timing Final Execution Version 042524
49 of development and to control the parties' agreement, it is the intent of Disney and the City to hereby acknowledge and provide for the right of Disney to develop the remaining portions of the Project in such order and at such rate and times as Disney deems appropriate within the exercise of its sole and subjective business judgment. The City acknowledges that such a right is consistent with the intent, purpose and understanding of the Parties to this Agreement. Except as required in Section 3.1.2, Disney shall use its best efforts, in accordance with its own business judgment and taking into consideration market conditions and other economic factors influencing its business decision, to commence or to continue development, and to develop the remaining portions of the Project in accordance with the provisions and conditions of this Agreement and with the Applicable Rules and subject to the Reserved Powers.
3.1.15 Right(s)-of-Way Acquisition and Dedication. Pursuant to Development Agreement No. 96-01, since October 1996, Disney has made numerous irrevocable offers to dedicate Right(s)-of-Way which Disney or an Affiliate of Disney owned and which were required to implement mitigation measures or conditions of approval required for The Disneyland Resort Project. Disney agrees to make and to cause any Affiliate of Disney to make irrevocable offers to dedicate, at no cost to the City, any Right(s)-of-Way that Disney or an Affiliate of Disney owns as of the Effective Date, and which are required to implement any Mitigation Measures or Conditions of Approval. In the event Disney has leased property as of the Effective Date which is required for Right(s)-of-Way, Disney will make irrevocable offers to dedicate such Right(s)-of-Way for implementation of Mitigation Measures or Conditions of Approval or, if not otherwise required by the Mitigation Measures or Conditions of Approval, for the expansion of the Katella Smart Street to an ultimate eight (8) lane capacity to the extent permitted by such leases and the buildout of West Street/Disneyland Drive, Harbor Boulevard and Walnut Street to their General Plan Circulation Element Ultimate width. The Right(s)-of-Way shall be dedicated by Disney to the City when such Right(s)-of-Way are necessary for the construction of any applicable Mitigation Measures or implementation of the required Conditions of Approval or otherwise when reasonably Final Execution Version 042524
50 requested by the City. To the extent the terms of any lease affecting any Right(s)-of-Way leased by Disney prohibit a dedication by Disney of Right(s)-of-Way otherwise required to be dedicated by Disney under this Section, Disney hereby waives any rights to compensation that Disney may otherwise have in the event that the City or the Authority acquires any portion of the leasehold interest through exercise of eminent domain. Any exercise of eminent domain by the City is subject to the approval of a Resolution of Necessity, which action remains within the City's sole discretion. This Section 3.1.15 is not in limitation of any other dedication obligation Disney may otherwise have under Applicable Rules or the Finance Agreement.
3.1.16 Employment. Pursuant to Development Agreement No. 96-01, Disney has since October 1996 created and implemented an Anaheim jobs program to communicate notice of Disney job opportunities to Anaheim residents and to recruit Anaheim residents. Disney agrees to continue to implement an Anaheim jobs program for these same purposes throughout the Term.
This jobs program shall include a listing of all available jobs related to the Project posted on one or more publicly accessible platforms including at least one digital/online platform, and a focused recruitment program targeted to Anaheim residents. Throughout the Term, the City may submit comments on the jobs program to Disney and Disney shall in good faith take into consideration such comments on the jobs program and make such revisions to the program as are reasonably appropriate in Disney's discretion. The City and Disney recognize the jobs program will change over the Term to address changes in workforce needs, communication methods, and technology, among other things. However, as an example of the expected quality level of the jobs program, Disney's 2023 annual jobs program report submitted to the City pursuant to Development Agreement No. 96-01 is attached hereto as Exhibit 0.
3.1.17 Project Quality. The Project shall be comparable in quality to destination resort projects developed, owned and/or licensed by Disney or The Walt Disney Company as of the Effective Date.
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51 3.1.18 Landscaping and Lighting District. Pursuant to Development Agreement No. 96-01, since October 1996, Disney has cooperated in the formation and ongoing operation of a Landscaping and Lighting District for The Anaheim Resort, which is called the Anaheim Resort Maintenance District. Disney shall continue to cooperate in the ongoing operation of the Anaheim Resort Maintenance District throughout the Term of this Agreement provided the burden imposed on Disney by the Anaheim Resort Maintenance District is based upon the linear footage benefitted, or such other method as agreed to by Disney and the City. Disney shall have the right to contest the formation of any new Landscaping and Lighting District.
3.1.19 Sales Tax on Construction Materials. Disney and the City will work together in good faith to ensure that contracts with general contractors for the DisneylandForward Project and the Public Improvements include a clause which identifies the City as the point of sale for purchases of materials, fixtures, machinery, equipment and supplies during the Construction Period, as long as such provision causes no material increased costs (other than application of the sales tax rate applicable to the City, to the extent the City's rate exceeds that which might otherwise be applicable) to Disney for such purposes. Purchases made directly by Disney for the DisneylandForward Project shall be made for resale to enable Disney to ensure that the appropriate sales tax is paid to the City. Nothing in this provision shall modify the obligations or procedures set forth in the Finance Agreement.
3.1.20 Reimbursement for City Provided Traffic Control Services. Within sixty (60) days of the Effective Date, Disney shall record a covenant against the Property in a form approved by the City Attorney's Office that requires Disney to reimburse the City for the hourly rates (fully burdened) for costs associated with the use of Police Department employees including police officers, police sergeants, full-time traffic controllers, part-time traffic controllers, traffic control supervisor(s), traffic control assistants (TCA's); and/or Public Works Traffic Management Center staff that may be needed on-site or in the Traffic Management Center before, during and after an Final Execution Version 042524
52 event for traffic control on or related to public streets. City shall provide all appropriate information to document City's actual costs.
3.2 Agreement and Assurances on the Part of the City. In consideration for Disney entering into this Agreement, and as an inducement for Disney to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the promises, purposes and intentions set forth in Section 2 of this Agreement, the City hereby agrees during the Term as follows:
3.2.1 Entitlement to Develop.
3.2.1.1 Project Entitlement. Disney has the vested right to develop the Project subject to the terms and conditions of this Agreement, the Applicable Rules and the Reserved Powers.
3.2.1.2 Reserved.
3.2.1.3 Right to Rebuild or Replace. Disney's vested rights under this Agreement shall include, without limitation, the right to remodel, renovate, rehabilitate, rebuild or replace the Project or any portion thereof including without limitation Disneyland and Disney California Adventure throughout the applicable Term for any reason including without limitation, in the event of damage, destruction or obsolescence of the Project or any portion thereof, subject to the Applicable Rules and Reserved Powers. To the extent that all or any portion of the Project is remodeled, renovated, rehabilitated, rebuilt or replaced, Disney may locate that portion of the Project on any Disney Property subject to the requirements of the DRSP, the ARSP, the Applicable Rules, and Reserved Powers. Notwithstanding anything to the contrary herein, such remodeled, renovated, rehabilitated, rebuilt or replaced Project or portion thereof is not subject, under the terms of this Agreement, to any limitation on Fees. Notwithstanding the foregoing, Disney reserves the right to protest or object to any Fees charged on any remodeled, renovated, Final Execution Version 042524
53 rehabilitated, rebuilt or replaced Project or portion thereof based upon its rights under the then applicable law.
3.2.1.4 C-R Overlay/Anaheim Garden Walk Overlay. Nothing in this Agreement shall vest any rights in Disney pursuant to those specific provisions of the DRSP relating to C-R Overlay (AMC Section 18.114.100), Anaheim Garden Walk Overlay (Section
18.114.105), and Land Use and Site Development Standards - District A (AMC Section
18.114.095) or any other provision of the DRSP which relate to or implement these specific zone designations.
3.2.1.5 Encroachment Licenses for Bridges. In accordance with AMC Chapter
12.02, the City Council hereby grants encroachment licenses for pedestrian bridges over Harbor Boulevard between Manchester Avenue and Disney Way and pedestrian bridges or overpasses over Disneyland Drive between Magic Way and Katella Avenue if those pedestrian bridges or overpasses are consistent with the Project analyzed in the FEW and comply with the requirements in the DRSP and the ARSP. The City's Public Works Director is hereby authorized to issue such encroachment licenses without the requirement for payment of additional consideration by Disney.
These encroachment licenses are issued pursuant to AMC Section 12.02.010 which provides authority for encroachment licenses/permits that are terminable on more than ninety days' notice.
The encroachment licenses will include "changes" and "indemnification" provisions substantially the same as the provisions in the existing Encroachment Agreement between the Parties dated as of October 9, 2018, relating to the Magic Way Pedestrian Bridge and as required in Section
6.12.2.1 related to indemnification. Any pedestrian bridges or overpasses constructed by Disney pursuant to such encroachment licenses shall be maintained by Disney.
3.2.1.6 Pedestrian Wayfinding. The City will recommend to the Anaheim Tourism Improvement District Transportation Advisory Board, or any successor agency serving the same or a similar purpose as AID, that such Board shall provide funding for a pedestrian Final Execution Version 042524
54 wayfinding program on Harbor Boulevard north of ICatella Avenue and south of Manchester Avenue in conjunction with the construction of any pedestrian bridges discussed in Section 3.2.1.5 above.
3.2.1.7 Abandonment and Elimination of Road Segments. The City will process the Disney applications and matters relating to the Existing Road Segments described in Section 3.1.9 and will assist in preparing certain documents as described in Section 3.1.9 relating to the Mapped Road Segments, all within the timeframes specified in Section 3.1.9 and in any event promptly.
3.2.2 Changes in Applicable Rules.
3.2.2.1 Nonapplication of Changes in Applicable Rules. Any change in, or addition to, the Applicable Rules, including, without limitation, any change in any applicable general or specific plan, zoning ordinance or building regulation adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of ordinance, City Charter amendment, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the Mayor, City Council, Planning Commission or City Agency, or by the electorate, 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 changes represent an exercise of the City's Reserved Powers or are otherwise expressly allowed by this Agreement including, but not limited to the right to impose a city-wide tax as set forth in Section 6.30.
3.2.2.2 Changes in Uniform Codes. Notwithstanding any provision of this Agreement to the contrary, construction of the Project shall comply with changes occurring from time to time in the Uniform Building Code, Uniform Fire Code and other Uniform Codes pursuant to the Reserved Powers.
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55 3.2.2.3 Changes Mandated by Federal or State Law. This Agreement shall not preclude the application to the Project of changes in, or additions to, the Applicable Rules, including rules, regulations, ordinances and officially adopted plans and policies, to the extent that such changes or additions are mandated to be applied to developments such as this Project by state or federal laws or regulations, pursuant to the Reserved Powers. In the event state or federal laws or regulations prevent or preclude 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 federal laws or regulations.
3.2.2.4 Special Taxes and Assessments. Except with regard to the Landscaping and Lighting District for the Anaheim Resort, now known as the Anaheim Resort Maintenance District, as provided for in Section 18, Disney shall have the right, to the extent permitted by law, to protest, oppose and vote against any and all special taxes, assessments, levies, charges and/or fees imposed with respect to any assessment districts, Mello-Roos or community facilities districts, maintenance districts or other similar districts.
3.2.3 Environmental Equivalency. To the extent permitted by law, if Disney cannot complete a Mitigation Measure, the City may specify another substituted measure which (i) constitutes an environmental equivalent, as defined in Mitigation Monitoring Program (MMP No. 000387), and (ii) has a nexus to the Project. To the extent permitted by law, if Disney cannot complete a Condition of Approval (excluding Mitigation Measures that are imposed as Conditions of Approval) and the City elects not to require Disney to complete such Condition of Approval as required and such applicable Condition of Approval is not required for the Project to operate, Disney shall be allowed to complete the Project without performing such infeasible Condition of Approval so long as Disney pays to the City the agreed-upon cost that Disney would have paid to complete such Condition of Approval, unless the City specifies another condition of approval that has a (i) has a nexus to the Project, and (ii) does not exceed the cost agreed to by the Parties for Final Execution Version 042524
56 the replaced Condition of Approval, in which case Disney shall complete or cause to be completed such substituted Condition of Approval.
3.2.4 Agreed Changes and Other Reserved Powers. This Agreement shall not preclude application to the Project of rules, regulations, ordinances and officially adopted plans and policies in conflict with the Applicable Rules where such additional rules, regulations, ordinances and officially adopted plans and policies (i) are mutually agreed to in writing by Disney and the City in accordance with the requirements of Section 6.77 of this Agreement or (ii) result from the Reserved Powers.
3.2.5 Subsequent Development Review. The City shall not require Disney to obtain any approvals or permits for the development of the Project in accordance with this Agreement other than those permits or approvals which are required by the Applicable Rules or the Reserved Powers. However, any subsequent Discretionary Action initiated by Disney which changes the uses, intensity, density, or building height of the Project, or decreases the lot area, setbacks, yards or parking or other entitlements permitted on the Disney Property pursuant to the DRSP and the ARSP or otherwise modifies the DRSP and the ARSP shall be subject to the rules, regulations, ordinances and officially adopted plans and policies of the City then in effect.
3.2.6 Effective Development Standards. The City agrees that with respect to the Project it is bound to permit development of the Project in accordance with the DRSP or the ARSP including without limitation, the uses, intensity and density as provided for in the DRSP or the ARSP, subject to the Applicable Rules, Reserved Powers and this Agreement. Moreover, the City hereby agrees that it will not unreasonably withhold or unreasonably condition any Discretionary Action which must be issued by the City in order for the Project to proceed, provided that Disney reasonably and satisfactorily complies with all City-wide standard procedures and policies of the City for processing any such Discretionary Action and pays any applicable Processing Fees and Charges.
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57 3.2.7 Moratoria. In the event an ordinance, resolution or other measure is enacted, whether by action of the City, by initiative, or otherwise, which relates to the rate, amount, timing, sequencing, or phasing of the development or construction of the Project on all or any part of the Disney Property or the implementation or construction of the Mitigation Measures, City agrees that such ordinance, resolution or other measure shall not apply to the Project, Disney Property or this Agreement, unless such changes are adopted pursuant to the City's exercise of its Reserved Powers or other applicable provision of this Agreement.
3.2.8 Anaheim Resort Specific Plan. The City shall in good faith implement the provisions of the Anaheim Resort Specific Plan as it may be amended from time to time. In the event the City considers a modification, adjustment, amendment or other change to the Anaheim Resort Specific Plan, the City shall, in addition to any notices required by applicable law, provide notice to Disney of the potential modification, adjustment, amendment or other change no less than ten (10) days of receipt of application for such action and no less than ten (10) days prior to adopting or approving such modification, adjustment, amendment or other change; provided, however, failure to provide any such notice shall not invalidate such modification, adjustment, amendment or change to the Anaheim Resort Specific Plan. Disney shall have no monetary remedy for failure of City to implement the provisions of the Anaheim Resort Specific Plan or failure to provide any notice pursuant to this Section. Nothing in this Section shall limit the right of the City to amend or modify the Anaheim Resort Specific Plan.
3.2.9 Standard City Services. The City agrees to provide generally applicable standard municipal services to the Project upon the same terms as provided elsewhere in the Anaheim Resort; provided, however, the City does not guarantee any particular level of municipal service to Disney or the Disney Property. Disney and the City agree that the requirement for a FOA and POA during the terms of this Agreement as set forth in Sections 3.1.7 and 3.1.8 and the requirement for a Staffing Reimbursement and Enhanced Services Agreement as set forth in Section 3.1.13 are Final Execution Version 042524
58 in addition to the standard municipal services provided to the Project and will remain Project obligations for the term of this Agreement.
3.2.10 Impact Fees. Pursuant to Development Agreement No. 96-01, since October 1996, Disney has satisfied its obligation to pay Impact Fees on the Opening Day Project and other development for The Disneyland Resort Project. The City acknowledges satisfaction of the previously assessed Impact Fees listed on Exhibit G. This Agreement shall not limit any impact fees, linkage fees, exaction, assessments or fair share charges or other similar fees or charges imposed by other governmental entities and which the City is required to collect or assess pursuant to applicable law (e.g., school district impact fees pursuant to Government Code Section 65995).
Notwithstanding any other provision of this Agreement, all Project Elements in the Southeast District of the DRSP, or the Theme Park Overlays and Parking Overlays of the ARSP, except to the extent parking spaces allowed within the DRSP Parking District East Parking Area are developed in the adjacent ARSP Parking Overlay, shall be subject to the Impact Fees in force from time to time and are not restricted or limited in any way by this Agreement. The City finds that certain improvements identified in the Mitigation Measures and/or the Conditions of Approval in Development Agreement No. 96-01, which were implemented in connection with the Project were contemplated by the justification studies and/or master plans supporting the Impact Fees or otherwise qualify for credit and that the cost of such improvements exceeded the cost of the applicable Impact Fees. City, therefore, agrees that the installation of improvements identified in the Mitigation Measures, or the Conditions of Approval in Development Agreement No. 96-01 implemented in connection with the Project shall be deemed to satisfy applicable Impact Fees which specifically relate to the type of improvements required by such Mitigation Measures or otherwise required to be paid by Disney pursuant to the Conditions of Approval and Applicable Rules in Development Agreement No. 96-01. In addition, the City shall cooperate with Disney at no cost to the City in the implementation of transportation demand actions and measures from the menu of actions and measures set forth in The Disneyland Resort Transportation Demand Final Execution Version 042524
59 Management Plan, as required by the FE1R. Subject to the Reserved Powers, the City agrees that so long as Disney conforms to The Disneyland Resort Transportation Demand Management Plan and the Mitigation Monitoring Program No. 387 with respect to the Project, the Project will not be subject to any other City imposed transportation demand management measures during the Term of this Agreement.
3.3 Shared Use Parking with Convention Center. Pursuant to Section 6.4 of the Finance Agreement, the Parties have coordinated for years to achieve a shared use of parking facilities to their mutual benefit. Without altering the provisions thereof, the Parties wish to secure a continued shared parking arrangement throughout the Term of this Agreement, following the earlier anticipated expiration of the Finance Agreement. Accordingly, the Parties agree as follows:
3.3.1 Shared Use Parking Facility. The Parties agree to shared use of a parking facility (the "Shared Use Parking Facility") which is the parking lot known as Disney's Toy Story Parking Lot, or such substitute location as approved by the Parties pursuant to Section 3.3.1.4, upon the following terms:
3.3.1.1 Disney Peak Periods. Due to the high volume of tourist traffic in the Anaheim Resort during the following periods, all parking facilities on the Disney Property including the Shared Use Parking Facility shall be reserved solely for the Disneyland Resort use:
(1) Certain national holidays, holiday-related weekdays, and related weekend days designated by Disney (i.e., Christmas Day, New Year's Day, Labor Day, Memorial Day, President's Day, Independence Day) equaling approximately 20 days annually;
(2) The week between Christmas and New Year's Day, equaling approximately 4 days annually; and
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60 (3) Certain other days throughout the year when Disney's Theme Parks experience peak parking requirements, equaling approximately 20 days annually.
The specific days to be included in (1) through (3) above for any calendar year shall be as indicated by Disney's annual operating calendar, and Disney will annually, on or about January 31, of each year, provide to the City a project for these specific days, over the succeeding twenty-four (24) months, with the near-term twelve (12) months to be considered as firm dates, and the subsequent twelve (12) months to be a best estimate with confirmation made during the quarterly meetings described in Section 3.3.1.2. If parking spaces at the Shared Use Parking Facility become available during peak periods, Disney will make spaces available to Convention Center guests for overflow parking as agreed to by the Parties.
3.3.1.2 Annual Parking Forecast. City representatives of the Convention Center and Disney representatives shall meet on a quarterly basis to determine the level of available shared use parking spaces in the Shared Use Parking Facility (between a minimum of 1,000 and a maximum of 7,500) during times other than those set forth in Section 3.3.1.1. The City may elect to increase the minimum spaces from 1,000 spaces to 2,500 spaces, in which case the number of restricted days set forth in Section 3,3.1.1(c) shall increase to 45 days. The City shall notify Disney of any anticipated event beyond the twenty-four (24)-month period which will require shared use parking. Disney and the City will work in good faith to accommodate such parking requirements if the request relates to a period other than a period described in Section 3.3.1.1.
3.3.1.3 Share of Gross Parking Revenue. Disney shall implement the program described in Section 3.3.1.5 below enabling Disney to identify those parkers in the Shared Use Parking Facility who are Convention Center guests. Seventy-five percent (75%) of gross parking revenues generated from Convention Center guests' use of the Shared Use Parking Facility shall be paid by Disney to the City. Disney shall retain all other parking revenues generated from the Final Execution Version 042524
61 use of the Shared Use Parking Facility and all other parking facilities on the Disney Property including the Public Parking Facilities.
3.3.1.4 Substitute Locations. The location of the shared use parking may be modified from time to time with the Parties' written consent. All provision with respect to Share of Gross Parking Revenues shall apply.
3.3.1.5 Parking Identification. The entrance to the Shared Use Parking Facility shall be located on Harbor Boulevard at Convention Way or at such other location as the Parties may reasonably determine for a particular time period given the Anaheim Resort events occurring therein and shall be used exclusively by Convention Center guests to the degree feasible. The City will use its transportation changeable sign system located throughout the Anaheim Resort to direct Convention Center guests to the Shared Use Parking Facility. All Convention Center guests using this entrance will be sold a parking ticket specific to Convention Center parking at a rate agreed to by Disney and the City and will be directed to park in an area designed for Convention Center parking. The City reserves the right to use on-site City auditors for the purposes of verifying parking procedures and counts. The City may mutually agree in writing to change operational procedure to account for Convention Center parking.
3.4 Agreement and Assurance re: Height Requirements.
3.4.1 Background. The Parties acknowledge that W as part of the Project approved pursuant to Development Agreement No. 96-01, specific height restrictions were adopted to facilitate transformation of the Anaheim Resort, providing certainty regarding development heights in the area in and around the Parties' investments, (ii) these height restrictions and requirements (collectively, the "Height Requirements") are currently reflected in the Anaheim Commercial Recreation Area Maximum Permitted Structural Height Map and codified in the AMC, and (iii) Section 2.4 of the Finance Agreement also addressed these Height Requirements, requiring the City to use its best efforts to enforce and maintain the Height Requirements Final Execution Version 042524
62 throughout the Finance Agreement term, establishing a process by which Disney would be notified of any requested changes to the Height Requirements coming under the City's consideration, and establishing required mitigations if the City allowed the Height Requirements to be altered or go unenforced to Disney's detriment
3.4.2 Project Changes to Height Requirements. To protect the viewsheds and sense of space of Disney's residential neighbors as the Project is developed in the future, Disney has requested and the City is granting as part of the Project Approvals an amendment to the Height Requirements to reduce maximum structure heights for those portions of Disney Property where Disney will be able to develop new uses closer to residential neighborhoods, and to increase building setbacks for those same areas in the ARSP and DRSP. The Parties acknowledge and agree that the Finance Agreement, and specifically Sections 2.4 and 13.11 thereof, having been intended to protect Disney and the Disney Properties from changes to the Height Requirements, do not prohibit requests from Disney itself to alter the Height Requirements to benefit third parties and limit Disney's development such as this Project request, nor do the Parties believe the Finance Agreement is implicated by the Height Requirements changes being approved. Disney hereby affirms that the City is not required to put in place any mitigations or incur any costs as described in Finance Agreement Section 2.4 as a consequence of the City's approval of the Height Requirements amendments Disney has requested as part of DisneylandForward, and Disney agrees to waive any rights to said mitigations and costs in connection with the City's approval thereof.
3.4.3 Notification of Future Proposed Height Requirements Changes. The City agrees that the Height Requirements are critical to the success of The Disneyland Resort Project, as stated in Ordinance 5379. The City acknowledges that the grant of any voluntary exceptions or variances to the Height Requirements, voluntary modifications of or amendments to the Height Requirements, or voluntary failures to enforce the Height Requirements might have a significant quantifiable and identifiable adverse impact on the "Disney Theme Park District" and "Southeast Final Execution Version 042524
63 District" as defined in the Disneyland Resort Specific Plan as amended by DisneylandForward, and on the Theme Park West Overlay and Theme Park East Overlay as defined in the Anaheim Resort Specific Plan as amended by DisneylandForward. The City agrees to use its best efforts to enforce the Height Requirements, as amended by DisneylandForward, in effect during the Term.
The City further agrees to implement the Height Requirements on City property, including without limitation the Anaheim Convention Center unless otherwise consented to in writing by Disney.
The City further agrees to notify Disney in writing at least thirty (30) days in advance of any consideration by City Council, the Planning Commission or other City agency having jurisdiction over the same of any requested exceptions or variances to the Height Requirements.
3.5 Changes to Disney Property. To the extent permitted by the Development Agreement Act, Disney shall have the right to incorporate additional property located within the DRSP or the ARSP to the existing Disney Property and subject such additional property to this Agreement, provided that Disney shall (i) provide to the City notice pursuant to Section 6.14 of this Agreement of the purchase or Lease of the additional property by Disney or an Affiliate of Disney, and (ii) provide to the City evidence of Disney's or an Affiliate of Disney's ownership or leasehold interest in such additional property. Disney acknowledges that Impact Fees will be imposed on any new development by Disney on the added property to the extent not already satisfied by a third party.
3.6 Entitlements, Permits and Expediting Inspections. The City and Disney have agreed on the following provisions to expedite development of the Project:
3.6.1 City Project Coordinator. If requested by Disney in order to facilitate the expeditious completion of a major development project being developed pursuant to the Project, the City will select a City Project Coordinator for the major development project. The City Project Coordinator will be the primary City designee responsible for coordinating all processing of Ministerial Permits and Approvals and all Discretionary Actions, if any, for the major development project. The City Project Coordinator shall be an Assistant or Deputy City Manager level Final Execution Version 042524
64 individual. The City Project Coordinator shall be permitted to delegate day-to-day oversight to one or more department directors or other identified assistants of the City Project Coordinator.
The City agrees to consult with Disney as to its proposed selection of the City Project Coordinator and, in good faith, to take into consideration Disney's comments regarding the selection, provided that the selection of such City Project Coordinator shall be made by the City in its sole discretion.
The City will endeavor to maintain reasonable consistency with respect to the City Project Coordinator assigned to the major development project through the completion of the major development project subject to City employee performance criteria and operational requirements.
Disney agrees to assist in the efforts of the City Project Coordinator by promptly providing information reasonably requested by the City or the City Project Coordinator, in order to clarify an application or to otherwise facilitate processing of an application. Disney will pay to the City the costs of the City Project Coordinator, including overhead costs. The City shall invoice Disney monthly for the costs of the City Project Coordinator and Disney will pay such invoices within thirty (30) days of receipt. Disney shall appoint a Disney Project Manager who shall serve as the primary interface with the City Project Coordinator. Disney will endeavor to maintain reasonable consistency with respect to the Disney Project Manager assigned to the Project through completion of the major development project subject to Disney employee performance criteria and operational requirements.
3.6.2 Processing Fees and Charges. Disney shall pay all Processing Fees and Charges for Ministerial Permits and Approvals and Inspections. Processing Fees and Charges for development of the Project shall be those Processing Fees and Charges in effect on a City-wide basis from time to time in accordance with their terms. In the event that the magnitude of the Project provides opportunities to realize economies of scale with respect to Processing Fees and Charges, the City agrees to work in good faith with• Disney to consider alternative fee arrangements; provided, however, that such fee schedule shall at all times cover the costs of services provided by the City including without limitation City overhead costs.
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65 3.6.3 Timeframes and Staffing for Processing and Review. The City agrees that expeditious processing of Ministerial Permits and Approvals, Inspections, Discretionary Actions, if any, and any other approvals or actions required for the Project are critical to the implementation of the Project. In recognition of the importance of timely processing and review of Ministerial Permits and Approvals and Inspections, the City agrees to work with Disney to establish guideline time limits for processing and reviewing such Ministerial Permits and Approvals and Inspections as provided for in this Section.
3.6.3.1 Ministerial Permits and Approvals/Inspections: Standard Guidelines; Additional Staffing for Expedited Processing. The City and Disney agree that all requests for Ministerial Permits and Approvals shall be reviewed and/or completed by the City as expeditiously as possible following the submittal of full and complete applications for such Ministerial Permits and Approvals. The City further agrees to expeditiously respond to requests for Inspections by Disney. Disney and the City shall establish guideline time limits for processing Ministerial Permits and Approvals and Discretionary Actions and for response times for Inspections based on use of standard City staffing and consultants. Such guideline time limits shall serve as general objectives for the Parties; provided City shall have no monetary liability or responsibility and shall not be subjected to any monetary damage claim (whether consequential, incidental or otherwise) for any failure to meet such guideline time limits. If the City fails to process Ministerial Permits and Approvals and Discretionary Actions and to respond to requests for Inspections in accordance with such guideline time limits, such performance shall be referred to the City Manager. The City Manager shall review such performance and shall establish a plan in conjunction with the City Project Coordinator and the Disney Project Manager to address any deficiencies. If Disney is not satisfied with the guideline time limits resulting from use of standard City staffing and consultants or the subsequent ability of the City to meet those guideline time limits, the City will, at Disney's request and expense, hire plan check, inspection and other personnel, or hire additional consultants for such actions, or allocate use of exclusively dedicated staff time, such that the guideline time Final Execution Version 042524
66 limits can be achieved. If Disney requests use of third-party services or extraordinary staffing, Disney shall pay all costs incurred by City in connection therewith, including overhead costs and all costs of selecting, employing, supervising and reviewing any additional consultants. The City shall consult in good faith with Disney as to any additional consultants to be hired pursuant to this Section provided that the City shall retain the sole discretion as to selection of any such parties. In order to provide the City with advance notice of upcoming applications for Ministerial Permits and Approvals, Disney shall supply to the City, no later than January 1 of each year, a List of Actions describing the various Ministerial Permits and Approvals which Disney reasonably anticipates will be requested during that year. The List of Actions shall be updated quarterly, unless agreed to sooner by the Parties. Disney will also include on its List of Actions its expected schedule for requested Inspections. To the extent (i) any outside consultants or specially allocated staff performs work on the Project under this Section and Disney reimburses the City for all costs of such consultants or staff as provided above, and (ii) such work replaces work that would have otherwise been performed by standard City staff under normal processing conditions, Disney shall be entitled to a credit for such consultant fees or special staff reimbursement charges against the standard permit fees paid by Disney. Disney agrees that the City may establish an office on the Disney Property and staff such office with plan check personnel and inspection personnel to process Ministerial Permits and Approvals and to provide Inspections for the Project. Disney shall reimburse the City for additional City costs incurred in establishing and operating such office. All reimbursements to the City provided for by this Agreement shall be paid by Disney to the City within thirty (30) days after Disney receives an invoice identifying such reimbursable expenses.
3.6.3.2 Discretionary Actions and Other Permits. The City shall expedite all requests by Disney for conditional use permits, tract maps, lot tie agreements, lot line adjustments, encroachment permits, air right lots, street vacations and any other Discretionary Actions requested for the Project, if any. Disney shall supply to the City, no later than January 1 of each year, a List of Actions describing the various Discretionary Actions which Disney reasonably Final Execution Version 042524
67 anticipates will be requested during that year with respect to the Project. The List of Actions shall be updated quarterly unless agreed to sooner by the Parties. The List of Actions shall be utilized to provide advance notice to the City of all upcoming applications for Discretionary Actions. At Disney's request, the City will retain consultants to assist the City in the review of Discretionary Actions, subject to Disney's agreement to reimburse the City's expenses of retaining the consultants.
3.6.4 Permit/Approval Dispute Resolution. The Parties agree to establish and utilize the dispute resolution proceedings as set forth in this Section 3.6.4 to fairly and expeditiously resolve disputes or questions related to interpretation of the Project Approvals and Ministerial Permits and Approvals during the Term.
3.6.4.1 City Meet and Confer Process.
1) Parties Confer.In the event of a dispute or question of interpretation regarding the Project Approvals or Ministerial Permits and Approvals that cannot be resolved by the City Project Coordinator and the Disney Project Manager, upon the request of either Party, the City Project Coordinator and the Disney Project Manager shall meet and confer with the City Manager or designee and the Disney Vice President of Facilities or Portfolio Project Management Executive (either, a "Senior Disney Project Manager"), together with legal counsel and the appropriate third party expert(s) as provided for in Section 3.6.4.2. Such meeting shall occur within two (2) working days following the request for such meeting.
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68 2) Third Party Expert Involvement. If the Parties are unable to resolve such dispute at such meeting, all materials involved in the issue in dispute shall be immediately submitted for the third-party expert's review and written report. The third-party expert shall prepare a non-binding written report and recommendation and submit such report and recommendation to the City Manager and Senior Disney Project Manager within two (2) additional working days. The City Manager and the Senior Disney Project Manager shall review the report of the third-party expert and again confer on resolving the dispute. Disney shall reimburse the City for invoices of the foregoing third party expert(s) within 30 days of receiving an invoice from the City. In the event that the City Manager and the Senior Disney Project Manager are unable to resolve the dispute or question of interpretation within two (2) additional working days following receipt of such third-party expert(s) report, the Parties shall be entitled to such remedies as provided by Section 6.5. Nothing herein expands the authority of the City Manager, if any, to overrule determinations of the City Engineer, Chief Building Inspector, Fire Chief or other City officials as provided by applicable law or City Charter or Code.
3.6.4.2 Third Party Expert Selection. Disney and the City shall annually mutually select six independent third party experts to assist in mediating disputes or questions of interpretation, in the following areas of expertise:
(1) A Registered Professional Engineer to mediate any disputes and questions of interpretation related to Uniform Building Codes and Inspections and construction requirements related to development of the Project and Mitigation Measures.
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69 (2) A professional planner, certified by the AICP to mediate any disputes and questions of interpretation related to Project Approvals, Mitigation Measures, Conditions of Approval or the Zoning Code of the AMC.
(3) An expert in fire and life safety code issues to mediate any disputes and questions of interpretation related to fire code requirements contained in or adopted pursuant to Title 16 of the AMC or to Mitigation Measures or Conditions of Approval related to fire prevention and/or inspection.
(4) A licensed civil engineer with substantial experience in public infrastructure construction to mediate any disputes and questions of interpretation related to development and coordination of public improvements.
3.6.5 Environmental Review. The City has conducted extensive environmental review of the Project and has certified the FEIR pursuant to the requirements of CEQA. The City intends that Ministerial Permits and Approvals are not actions subject to requirements for further environmental review pursuant to CEQA. Consistent with the provisions of Section 3.2.6, the City further agrees to use its good faith efforts to consult with Disney regarding any Discretionary Actions necessary to the Project to avoid any unnecessary or unreasonable delays due to requirements for additional documentation pursuant to CEQA.
4. ANNUAL REVIEW.
4.1 Annual Review. During the Term of this Agreement, Disney shall initiate, and the City shall conduct an Annual Review of Disney's compliance with this Agreement. Such Annual Review shall be limited in scope to determining good faith compliance with the provisions of this Agreement as provided in the Development Agreement Act. The Annual Review shall be initiated and conducted in accordance with the Procedures Resolution.
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70 4.2 Termination Or Modification of Agreement. In the event the City Council determines on the basis of substantial evidence that Disney has not complied in good faith with the terms of this Agreement, the City may terminate this Agreement in accordance with the Procedures Resolution. Notwithstanding any provision of the Procedures Resolution, the City shall not have any right to modify the Agreement without the consent of Disney. There shall be no modifications of this Agreement unless the City Council acts pursuant to Government Code Sections 65867.5 and 65868.
4.3 Reimbursement Of Costs. Disney 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.
5. DEFAULT PROVISIONS.
5.1 Default By Disney.
5.1.1 Default. In addition to the annual review process set forth in Section 4, in the event Disney does not perform its obligations under this Agreement in a timely manner, the City also shall have those rights and remedies provided for in this Agreement including without limitation Section 6.5; provided that the City's right to compel specific performance of the obligations of Disney shall be subject to the limitations set forth in Section 5.1.5 of this Agreement; provided, further, the City shall have no right to monetary damages as a result of any failure by Disney to complete construction of any Project Element or as a result of Disney's failure to complete, remove or secure improvements as required by Section 5.1.5 and the City seeks reimbursement of costs incurred in completing, removing or securing such improvements).
Nothing in this Section 5.1.1 shall limit (i) the City's right to terminate this Agreement in accordance with Section 5.1.4 or (ii) those rights and remedies set forth in the Finance Agreement.
5.1.2 Notice Of Default. With respect to a default pursuant to this Agreement, the City, through the Planning Director, shall submit to Disney, by registered or certified mail, return receipt Final Execution Version 042524
71 requested, a written notice of default in the manner prescribed in Section 6.14, identifying with specificity those obligations of Disney which have not been performed. Upon receipt of the notice of default, Disney 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 one hundred and twenty (120) days after receipt of the notice of default, or such longer period as is reasonably necessary to remedy such default(s), provided that Disney shall continuously and diligently pursue such remedy at all times until such default(s) is cured.
5.1.3 Failure To Cure Default Procedure. If after the cure period has elapsed, the Planning Director finds and determines that Disney remains in default and that the City intends to terminate or modify this Agreement, the Planning Director shall make a report to the Planning Commission and then set a public hearing before the Commission in accordance with the notice and hearing requirements of Section 7 of the Procedures Resolution and Government Code Sections 65867 and 65868. If after public hearing, the Planning Commission finds and determines, on the basis of substantial evidence, that Disney has not cured the default pursuant to this Section, and that the City shall terminate or modify this Agreement, Disney shall be entitled to appeal that finding and determination to the City Council in accordance with Section 6.3. In the event of a finding and determination that all defaults are cured, there shall be no appeal by any person or entity.
5.1.4 Termination Or Modification of Agreement. The City may terminate this Agreement, after final determination in accordance with Section 6.3 of the City Council on the basis of substantial evidence that Disney has not cured its default or, where no appeal is taken, after the expiration of the appeal periods described in Section 6.3. Notwithstanding any provision of the Procedures Resolution, the City shall not have any right to modify this Agreement without the consent of Disney. There shall be no modifications of this Agreement unless the City Council Final Execution Version 042524
72 acts pursuant to Government Code Sections 65867.5 and 65868, irrespective of whether an appeal is taken as provided in Section 6.3.
5.1.5 Specific Performance. Except as provided in this Section, the City shall have no right to seek a remedy of specific performance with respect to the Project in the event of an abandonment of the Project or with respect to any Project Element in the event of the abandonment of any such Project Element. The City's right to seek specific performance to compel completion of the Project or applicable Project Element in the event of such abandonment shall be specifically limited to (i) compelling Disney, at the election of the City in its sole discretion, to complete or demolish any uncompleted improvements located on public property initiated in connection with the Project with the choice of whether to demolish or complete such improvements and the method of such demolition or completion of such improvements to be selected by the City in its sole discretion, and, (ii) compelling Disney, at the election of Disney in its sole discretion, to complete, demolish or make safe and secure any uncompleted improvements located on Disney Property with the choice of whether to demolish, complete or secure such improvements and the method of such demolition, completion and securing such improvements to be selected by Disney in its sole discretion. Nothing in this Section 5.1.5 shall limit, and notwithstanding any termination of this Agreement, the City's right to enforce all applicable provisions of the Applicable Rules, Uniform Codes and Conditions of Approval for any portion of the Project then or thereafter constructed (e.g. requiring Disney to build sewer laterals required under Applicable Rules to serve a hotel actually completed). In addition, nothing in this Section shall limit or restrict in any way the City's monetary remedies as provided for pursuant to the Finance Agreement.
5.2 Default By The City.
5.2.1 Default and Notice of Default. In the event the City does not accept, process, or render a decision on necessary development permits, entitlements, or other land use or building approvals for the Project as provided in this Agreement upon compliance with the requirements Final Execution Version 042524
73 therefor, or as otherwise agreed to by the Parties, or the City otherwise defaults under the provisions of this Agreement, in addition to the dispute resolution process set forth in Section
3.6.4, Disney shall have only those rights and remedies provided in this Agreement, including without limitation Section 6.5, which shall be limited to (i) compelling the specific performance of the City's obligations under this Agreement and (ii) those rights and remedies set forth in the Finance Agreement. With respect to a default by the City pursuant to this Agreement, Disney shall first submit to the City a written notice of default in the manner prescribed in Section 6.14 stating with specificity those obligations of the City which have not been performed. Upon receipt of the notice of default, 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 one hundred and twenty (120) days after receipt of the notice of default, or such longer period as is reasonably necessary to remedy such default(s), provided that the City shall continuously and diligently pursue such remedy at all times until such default(s) is cured.
5.2.2 Specific Performance. It is acknowledged by the Parties that the City would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof. In addition, the Parties agree that monetary damages are not an adequate remedy for Disney if the City should be determined to be in default under this Agreement. The Parties further agree that specific performance shall be Disney's only remedy under this Agreement, and Disney may not seek monetary damages in the event of a default by the City under this Agreement. Disney covenants not to sue for or claim any monetary damages for the breach by the City of any provision of this Agreement. Nothing in this Section shall limit or restrict in any way Disney's remedies as provided for pursuant to the Finance Agreement.
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74 6. GENERAL PROVISIONS.
6.1 Effective Date. This Agreement shall be effective upon such date as it is attested by the City Clerk of the City after approval by the City Council and execution by Disney and the Mayor of the City of Anaheim.
6.2 Term.
6.2.1 Basic Term. The Term of this Agreement shall commence on the Effective Date and shall extend for a period of forty (40) years after the Effective Date. Following the expiration of the forty-year Term, this Agreement shall terminate and be of no further force and effect. The Term shall be subject to extension pursuant to Section 6.4, provided that any such extensions pursuant to Section 6.4 shall not individually or cumulatively exceed two (2) years. If the Project is delayed by Litigation or a referendum challenging the Project, the Term shall be extended for the time of the Litigation to the ultimate resolution of the Litigation or referendum process from qualification of the referendum to the ultimate vote on the referendum.
6.2.2 RESERVED.
6.2.3 Early Full Termination of Agreement. The Agreement is terminable: (i) by mutual written consent of the Parties; (ii) by either Party following an uncured default by the other Party under this Agreement, subject to the procedures and limitations set forth in this Agreement; or (iii) by the City upon the substantially complete abandonment and closure of all Theme Parks on the Disney Property for a continuous period of two (2) years (except to the extent such abandonment and closure is subject to Section 6.4). This Agreement may be terminated by Disney or the City and be of no force and effect if the Orange County Transportation Authority (OCTA) fails to approve an amendment to the OCTA Master Plan of Arterial Highways ("MPAH") prior to issuance of the first building permit for the Project allowing for (1) the removal of planned extensions of Gene Autry Way between Harbor Boulevard and Haster Street and of Clementine Street between Katella Avenue and Orangewood Avenue, which are planned through the Southeast Final Execution Version 042524
75 District of the DRSP and the adjacent Theme Park East Overlay in the ARSP; and (2) the reclassification of Disney Way between Anaheim Boulevard and Harbor Boulevard from a sixlane Major Arterial to a four lane Primary Arterial, as described in the FEW. The City and Disney agree that in the event the MPAH amendment is not approved, the Parties will consult and use reasonable efforts regarding a potential amendment to the Project prior to either Party providing a notice of termination of the Agreement. The Agreement shall terminate and be of no force and effect upon the occurrence of the entry of a final judgment or issuance of a final order, after all appeals have been exhausted, directed to the City as a result of any lawsuit filed against the City to set aside, withdraw or abrogate the approval of the City Council of this Agreement or if termination occurs pursuant to the provisions of the Procedures Resolution and such termination is so intended thereby.
6.2.4 Disneyland and Opening Day Project Continued Vesting Upon Partial Termination. In the event of early termination as provided in Section 6.2.23, Disney shall have the vested right to develop Disneyland and Disney California Adventure during the Term specified in Development Agreement No. 96-01 subject to the terms and conditions of Development Agreement No. 96-01. Further, Disney's vested rights under this Section 6.2.4 shall include, without limitation, the right to remodel, renovate, rehabilitate, rebuild or replace Disneyland and/or Disney California Adventure during the Term as provided by Section 3.2.1.3. of Development Agreement No. 96-01.
6.3 Appeals To City Council. An appeal by Disney to the City Council from a finding and/or determination of the Planning Director or Planning Commission must be filed, if at all, within twenty (20) days after the delivery of notice in accordance with Section 6.14 of such finding and/or determination to Disney. The City Council shall consider the appeal and act upon the finding and/or determination of the Planning Director or Planning Commission within eighty (80) days after such delivery of notice in accordance with Section 6.14, or within such additional period as Final Execution Version 042524
76 may be agreed upon by the Disney and the Council. The failure of the City Council to act shall not be deemed to be an approval or a denial of the appeal; the matter shall remain pending until final action by the City Council.
6.4 Enforced Delay; Extension of Time of Performance. In addition to specific provisions of this Agreement, whenever a period of time, including a reasonable 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 completion thereof shall be extended by a period of time equal to the number of days during which 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; epidemics; pandemics, including COVID-19 induced restrictions; floods; earthquakes; fires; casualties; acts of God; litigation and administrative proceedings against the Project (not including any administrative proceedings contemplated by this Agreement in the normal course of affairs such as the Annual Review); any initiative, measure, moratorium, referendum, statute, ordinance or other limitation (whether relating to the rate, timing or sequencing of the development or construction of any or any part of the Project) contemplated in Section 6.30; 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; the exercise of the City's Reserved Powers; or similar bases for excused performance which is not within the reasonable control of the Party to be excused (financial inability excepted). This Section shall not be applicable to any proceedings with respect to bankruptcy or receivership initiated by or on behalf of Disney or, if not dismissed within ninety (90) days, by any third Parties against Disney. If written notice of such delay is given to either Party within thirty (30) days of the 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 upon; in the event no such notice is given, Final Execution Version 042524
77 such claim of delay from that cause shall be deemed waived and no extension shall be granted on that basis.
6.5 Legal Action. Subject to the limitation on remedies imposed by this Agreement, either Party may institute legal action to cure, correct, or remedy any default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation, enforce by specific performance the obligations and rights of the Parties hereto or seek declaratory relief with respect to its rights, obligations or interpretations of this Agreement or pursue other remedies under applicable law.
6.6 Applicable 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 Central District of California for any federal actions.
6.7 Amendments and Operating Memoranda. Either Party may propose an amendment to this Agreement or an Operating Memorandum.
6.7.1 Amendments. This Agreement may be amended from time to time by mutual consent in writing of the Parties to this Agreement in accordance with Government Code Section 65868. Any amendment to this Agreement which relates to the Term, permitted uses, density or intensity of use, height, or size of buildings, provisions for reservation and dedication of land, conditions, restrictions, and requirements relating to subsequent Discretionary Action, or any conditions or covenants relating to the use of the Disney Property shall require notice and public hearing before the Parties may execute an amendment thereto. Except as expressly set forth in an such amendment, an amendment to this Agreement will not alter, affect, impair, modify, waive or otherwise impact any other rights, duties or obligations of either Party under this Agreement.
6.7.2 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation and flexibility between the City and Disney. The development of the Project may Final Execution Version 042524
78 demonstrate that clarifications or modifications to this Agreement are appropriate with respect to the details of performance of the City and Disney, including changes necessitated due to financing considerations. If and when, from time to time during the Term of this Agreement, City and Disney agree that such clarifications are necessary or appropriate, City and Disney shall effectuate such clarifications through operating memoranda approved in writing by City and Disney ("Operating Memoranda"), which, after execution, shall be attached as addenda and become a part hereof, and may be further clarified from time to time as necessary with future approval by City and Disney.
No such Operating Memoranda shall constitute an amendment to this Agreement requiring public notice or hearing and are considered ministerial clarifications. Operating Memoranda may be used when the Operating Memoranda: (i) does not increase the density or intensity of the Project or such increases do not generate new significant environmental impacts under CEQA; (ii) does not change the permitted uses of the Project, unless such uses are consistent with the Project Approvals; or (iii) does not reduce improvement and construction standards for the Project. The City Manager shall have the authority and shall make the determination on behalf of City whether a requested clarification may be effectuated pursuant to this Section 6.7.2 or whether the requested clarification is of such a character to constitute an amendment hereof pursuant to this Section 6.7.
The City Manager shall, upon consultation with the City Attorney as to the form of the Operating Memoranda, be authorized to execute any Operating Memoranda hereunder on behalf of City. The City Manager may also refer any proposed Operating Memoranda to the City Council for consideration and action to approve or deny any proposed Operating Memorandum.
6.8 Assignment. 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 will continue to bear the "Disney" brand name and that the Project will be developed in accordance with the quality standards set forth in this Agreement. The Parties further acknowledge and agree that the City is relying upon the existing public image, resources and experience of Disney and its affiliated companies to help assure that the City will receive the anticipated benefits of the Project as Final Execution Version 042524
79 expressed in the Statement of Overriding Considerations. Except as provided in this Section 6.8, Disney shall not be entitled to transfer any of the Disney property together with its rights or obligations hereunder without the written consent of the City, which consent may be granted or withheld by the City in its sole discretion.
The City agrees that it will not unreasonably withhold consent to any proposed transfer by Disney of any Disney Property or portion thereof subject to this Agreement, together with the rights granted to and obligations imposed upon such Disney Property pursuant to this Agreement, to a proposed transferee for Hotel use provided that the proposed transferee has a net worth of at least $40,000,000 at the time of the proposed transfer and the proposed transferee has at least ten (10) years of experience in operating first class hotels (j.e. comparable to Hilton, Sheraton, Marriott, Doubletree).
The City further agrees that Disney may transfer the Disney Property or applicable portion thereof or applicable Project Element therein subject to this Agreement, together with the rights granted to and obligations imposed upon such Disney Property or Project Element pursuant to this Agreement, without the consent of the City in accordance with the following:
(A) transfers to any corporation, joint venture, limited liability company, partnership, limited partnership, trust, association or other entity where Disney or The Walt Disney Company, retains control of such corporation, joint venture, limited liability company, partnership, limited partnership, trust, association, or other entity.
(B) any business combination or merger whereby The Walt Disney Company is merged into or combined with another corporation, joint venture, limited liability company, partnership, limited partnership, trust, association or other entity;
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80 (C) transfers of the Disney Property (including any portion thereof or any Project Element) which meet the requirements of both (i) and (ii) below; (i) transfer to any entity in connection with which Disney or an Affiliate of Disney leases the transferred Disney Property or Project Element back from such entity for operation by Disney for the Term, or transfers in connection with which Disney or an Affiliate of Disney enters into an agreement to manage or operate the transferred Disney Property or Project Element for the Term, or transfers of a Theme Park in connection with which Disney or an Affiliate of Disney licenses use of the "Disney" brand name and licensed products for the Theme Park for the Term (e.g.Tokyo Disneyland) and (ii) the use of the transferred Disney Property or Project Element is "Disney" branded during the Term and generally marketed under the Disney trademark, tradename or logo; provided, any such transfer described in this subsection (c) shall be permitted without prior City consent only so long as such Disney Property in fact continues to be "Disney" branded as required above;
(D) transfers pursuant to a mortgage, or other financing arrangement with any institutional lender (as hereinafter defined) who acquires Disney's interest in this Agreement pursuant to the exercise of its remedies under such fmancing arrangement, including without limitation a foreclosure sale, a trustee's sale or a judgment of foreclosure and sale through a deed or assignment in lieu of foreclosure or through settlement of any pending foreclosure action; notwithstanding any provision in this Agreement to the contrary, no institutional lender shall acquire any of Disney's rights under this Agreement with respect to Theme Parks; "Institutional lender" for the purposes of this subsection (d) shall include national and state chartered Final Execution Version 042524
81 banks, savings and loans and thrifts, and other similar institutional entities, including without limitation insurance companies, pension funds, institutional funds, investment banks, real estate investment trusts, trusts, and trust companies.
Further, Disney shall be permitted to transfer without the consent of the City (i) individual vacation ownership resort units or interval ownership transfers (provided the transfer will not result in a loss of transient occupancy tax revenues to the City) and (ii) leases, licenses, management agreements, operating contracts and other similar agreements executed in the ordinary course of business by Disney; provided such transfers pursuant to (i) and (ii) above shall not include any rights or obligations pursuant to this Agreement.
For the purposes of this Section, "control" shall be defined as follows:
(i) for transfers of Disney Property representing Theme Parks or any portion thereof, "control" of any corporation shall be deemed to be vested in the person or persons owning more than fifty percent (50%) of such corporation and "control" of a partnership, limited partnership, limited liability company, joint venture, trust, association or other entity shall be deemed to be vested in the person or persons owning more than fifty percent (50%) of the total interests in such partnership, joint venture, limited partnership, limited liability company, trust, association or other entity; and (ii) for transfers of all other Disney Property, "control" of any corporation shall be deemed to be vested in the person or persons owning more than fifty percent (50%) of such corporation or owning more than fifty percent (50%) of the voting power of such corporation or, with prior written notice to the City, possessing the actual and on-going ability to manage and control the day-to-day and overall operations of the controlled entity, and "control" of Final Execution Version 042524
82 a partnership, limited partnership, limited liability company, joint venture, trust, association or other entity shall be deemed to be vested in the person or persons owning more than fifty percent (50%) of the total interests in such partnership, joint venture, limited partnership, limited liability company, trust, association or other entity, or, with prior written notice to the City, possessing the actual and on-going ability to manage and control the day-to-day and overall operations of the controlled entity.
For purposes of this Section, the term "transfer" means (i) any direct or indirect conveyance, sale, assignment, lease, sublease, license, concession, franchise, gift, hypothecation, mortgage, pledge, encumbrance, or the like, to any person or entity or, (ii) with respect to a controlled entity to whom Disney Property subject to this Agreement has been transferred, the cessation by Disney or The Walt Disney Company of control of the controlled entity.
Because this Agreement is intended to represent an integrated plan, the failure of any successor in interest to perform the obligations assigned to it may result, at the City's option, in a declaration that the Agreement has been breached and an election to terminate this Agreement in its entirety as provided for in Section 5.1, provided that the City has given notice of such default and opportunity to Disney to cure as set forth in Section 5.1 of this Agreement.
At least thirty (30) days prior to any transfer which requires the City's consent, or which involves a Theme Park, Disney shall provide written notice to the City describing the nature of the transfer, the identity of the proposed transferee, and the asset proposed to be transferred. In the event of any permitted transfer by Disney, all references in this Agreement to Disney shall thereafter also be deemed to refer to such successor or assign with respect to the interest transferred and, with respect to such transferred interest, the transferee thereof shall execute an express written assumption of the obligations applicable to such interest.
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83 6.9 Covenants. The provisions of this Agreement shall constitute covenants which shall run with the land comprising the Disney Property for the benefit thereof and as a burden thereon, and, subject to the restrictions on transfer as set forth in Section 6.8, the burdens and benefits hereof shall bind and inure to the benefit of all assignees, transferees, and successors to the Parties hereto.
6.10 Implementation.
6.10.1 Processing. Upon satisfactory completion by Disney of all required applications and payment of appropriate Processing Fees and Charges, including the fee for processing this Agreement, the City and Disney shall commence and diligently process all required steps necessary for the implementation of this Agreement and development of the Project in accordance with the terms of this Agreement. Disney shall, in a timely manner, provide the City with all documents, plans and other information necessary for the City to carry out its processing obligations.
6.10.2 Other Governmental Permits. Disney shall apply in a timely manner for such other permits and approvals as may be required from other governmental or quasi-governmental agencies having jurisdiction over the Project as may be required for the development of, or provision of services to, the Project. The City shall cooperate with Disney in its endeavors to obtain such permits and approvals and shall, from time to time at the request of Disney, attempt with due diligence and in good faith to enter into binding agreements with any such entity to ensure the availability of such permits and approvals, or services, provided such agreements are reasonable and not detrimental to the City. These agreements may include, but are not limited to, joint powers agreements under the provisions of the Joint Exercise of Powers Act (Government Code Section 6500, et seq.) or the provisions of other laws to create legally binding, enforceable agreements between such parties. To the extent allowed by law, Disney shall be a party to any such agreement, or a third-party beneficiary thereof, entitled to enforce for its benefit on behalf of the City, or in its own name, the rights of the City or Disney thereunder or the duties and obligations Final Execution Version 042524
84 of the parties thereto. Disney shall reimburse the City for all costs and expenses incurred in connection with seeking and entering into any such agreement provided that Disney has requested it. Disney shall defend the City in any challenge by any person or entity to any such agreement and shall reimburse the City for any costs and expenses incurred by the City in enforcing any such agreement. Any fees, assessments, or other amounts payable by the City thereunder shall be borne by Disney, except where Disney has notified the City in writing, prior to the City entering into such agreement, that it does not desire for the City to execute such agreement.
6.11 Relationship Of the Parties. It is understood and agreed by the Parties hereto that the contractual relationship created between the Parties hereunder is that Disney is an independent party and not an agent of the City. Further, the City and Disney hereby renounce the existence of any form of joint venture or partnership between them and agree that nothing herein or in any document executed in connection herewith shall be construed as making the City and Disney joint venturers or partners.
6.12 Cooperation in Event of Litigation, Hold Harmless and Insurance.
6.12.1 Cooperation In The Event Of Litigation. In the event of any Litigation instituted by a third party or other governmental entity or official, the Parties hereby agree to affirmatively cooperate in defending said action.
6.12.1.1 Attorneys' Fees. In the event any Litigation should arise, the City shall notify Disney in writing of such Litigation not later than five (5) business days after service upon City and shall transmit to Disney any and all documents (including, without limitation, correspondence and pleadings) received by, or served upon, City in connection with such Litigation. Upon receipt of such notice from the City, Disney shall retain and appoint (in consultation with the City, but with final selection made by Disney) legal counsel ("Counsel" for purposes of this Section 6.12.1) with respect to the Litigation. The Parties acknowledge that Counsel will appear and represent Disney in connection with such Litigation and such Counsel Final Execution Version 042524
85 shall, at the request of the City Attorney, cooperate with the City Attorney, shall prepare drafts, for review by the City Attorney, of all pleadings, motions and other Litigation-related documents, and shall coordinate legal strategy and otherwise cooperate with City in connection with the Litigation, all at Disney's cost and expense. Disney shall also pay all filing fees, court costs and similar out-of-pocket expenses required for the City to defend the Litigation. The City Attorney or his designee shall appear on behalf of the City in any such Litigation and shall at all times retain final authority and control over all documents to be filed on the City's behalf and all actions to be taken by the City with respect to Litigation. Disney shall not be responsible for paying (a) fees or costs of any attorneys hired by the City in connection with such Litigation or (b) any fees, costs, Attorneys' Fees or expenses resulting from unreasonable actions taken by the City against the written advice of Counsel. The City shall cooperate with Counsel's defense of the Litigation and shall make its records (other than documents privileged from disclosure) and personnel available to Counsel as may be reasonably requested by Counsel in connection with the Litigation.
6.12.1.2 Reimbursement of Attorneys' Fees.Within thirty (30) days after delivery of a final judgment awarding Attorneys' Fees or costs to a Plaintiff or upon execution of a written settlement agreement by and between the City and a Plaintiff which requires the City to pay Attorneys' Fees or costs to a Plaintiff, Disney shall pay such Attorneys' Fees and costs to the Plaintiff as required (except as provided in the penultimate sentence of Section 6.12.1.1). If the City settles any Litigation, in whole or in part, without Disney's prior written approval, which approval shall not be unreasonably withheld, the City shall have no rights whatsoever under this Agreement for reimbursement of any Attorneys' Fees incurred in connection with such Litigation.
6.12.1.3 Indemnification.Disney hereby agrees to and shall indemnify, save and hold the City and its elected and appointed representatives, boards, commissions, officers, agents and employees (collectively, "the City" in this Section 6.12.1.3) harmless from any and all claims, costs, and liability for damages to the extent they result from any Litigation, excluding any Final Execution Version 042524
86 legal challenges to the extent based on alleged inadequacies in the General Plan and legal challenges to the Anaheim Resort Specific Plan, Ordinance No. 5379 (Height Ordinance), the Finance Agreement and/or any other rules, regulations, ordinances, plans or policies of general application Citywide. Disney shall cooperate in the defense of Litigation pursuant to this Section
6.12.1 in accordance with Section 6.12.1.1. Notwithstanding any other provision of this Section
6.12.1, the City's sole rights to Attorneys' Fees for defense of Litigation are as set forth in Sections
6.12.1.1 and 6.12.1.2. Furthermore, the City shall be deemed to have waived its rights under this Section 6.12.1.3 if the City settles any Litigation, in whole or in part, without Disney's prior written approval, which approval shall not be unreasonably withheld. Notwithstanding any provision to the contrary, if the City is indemnified with respect to Litigation pursuant to this Section 6.12.1.3, Disney, as the indemnifying party, shall at all times retain final authority and control over all documents to be filed in such Litigation and all actions to be taken by the City with respect to such Litigation subject to the City's review and approval thereof which approval shall not be unreasonably withheld. Nothing in this Section shall be construed to mean that Disney 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 sole negligent acts, the sole negligent failure to act, or willful misconduct on the part of the City.
6.12.1.4 Joint Defense. It is understood and agreed that the Counsel shall represent Disney and that the City shall not be considered the client of Counsel, nor Disney the client of the City Attorney. Both Disney and the City understand that the requirements of cooperation contained in this Agreement apply only as to matters reasonably necessary for the accomplishment of the defense of the Litigation and shared information is intended to be, and must be, kept confidential.
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87 6.12.2 Hold Harmless.
6.12.2.1 Disney Hold Harmless. Disney hereby agrees to and shall indemnify, save, hold harmless and defend the City, and its elected and appointed representatives, boards, commissions, officers, agents, and employees (collectively, "the City" in this Section), from any and all claims, costs, and liability for any damages, personal injury or death which may arise, directly or indirectly, from Disney or Disney's contractors, subcontractors, agents, or employees' operations, acts or omissions in connection with the construction and operation of the Project and from construction, operation and maintenance of the pedestrian bridges for which Encroachment Licenses are issued to Disney, whether such operations, acts or omissions be by Disney or any of Disney's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Disney or any of Disney's contractors or subcontractors.
Nothing in this Section shall be construed to mean that Disney 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 that it shall fully cooperate with Disney in the defense of any matter in which Disney is defending and/or holding the City harmless.
6.12.2.2 City Hold Harmless. City hereby agrees to and shall indemnify, save, hold harmless and defend Disney, and its representatives, boards, officers, agents, and employees (collectively, "Disney" in this Section), from any and all claims, costs, and liability for any damages, personal injury or death which may arise, directly or indirectly, from City or City's contractors, subcontractors, agents, or employees' operations, acts or omissions in connection with: (i) the City's maintenance of a Class I Bike Path, as more particularly described in the FEIR and the DRSP, on the east side of Walnut Street between the northernmost point of the Disney Property along Walnut Street to Katella Avenue (referenced in Section 3.1.11.1), (ii) the City's installation and maintenance of the section of Class I Bike Path extending from the northernmost Final Execution Version 042524
88 point of the Disney Property along Walnut Street, north to Ball Road (referenced in Section
3.1.11.1), (iii) the City's maintenance of a Class I Bike Path, as more particularly described in the FUR and the DRSP, on the west side of Clementine Street north of Disney Way between Alro Way and Disney Way (referenced in Section 3.1.11.2(A)), (iv) the City's maintenance of a Class I Bike Path, as more particularly described in the FEW and the DRSP, on the north side of Disney Way between Anaheim Boulevard and Clementine Street (referenced in Section 3.1.11.2(B)), (v) the City's maintenance of the portion of the Class I Bike Path between Anaheim Boulevard and the I-5 southbound off-ramp and the portion of the Class I Bike Path between the 1-5 southbound off-ramp and Clementine Street (referenced in Section 3.1.11.2(B)), (vi) the City's construction, operation, and maintenance of Potential City Pedestrian Bridges (referenced in Section 3.1.10.1), and (vii) the City's construction, operation, and maintenance of the Katella Sewer Improvements (referenced in Section 3.1.6) whether such operations, acts or omissions be by City or any of City's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for City or any of City's contractors or subcontractors. Nothing in this Section shall be construed to mean that City shall hold Disney 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 Disney. Disney agrees that it shall fully cooperate with City in the defense of any matter in which City is defending and/or holding Disney harmless.
6.12.3 Insurance. Without limiting its obligation to hold the City harmless, Disney shall provide and maintain at its own expense, at all times during the forty (40) year Term the following program of insurance concerning its operations hereunder. The insurance shall be placed (i) with California-admitted insurers that carry Best's or equivalent rating equal to the lesser of A+X as to property insurance and an A-X rating as to all other insurance or (ii) with the same insurers which are then insuring the Disneyland Theme Park, provided, however, that in no event shall the insurer have a Best's or equivalent rating of less than B+X. The program of insurance provided shall specifically identify this Agreement and shall contain express conditions that the City is to be given Final Execution Version 042524
89 written notice at least thirty (30) days prior to any 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 the City as an additional insured, shall be written on a comprehensive or commercial general liability insurance form, and shall include coverage for, but not limited to, Completed Operations, Premises/Project Site Operations, Products/Completed Operations, Contractual, Independent Contractors Broad Form Property Damage, and Personal Injury, with a per occurrence limit of not less than fifty million ($50,000,000) written on an occurrence basis.
From time to time, but not more often than once every two (2) years, Disney shall increase the coverage limits of the insurance required under this Section if so directed by the City after a determination by the City that such an increase is justified using customary and reasonable risk management methods and principles. So long as Disney's financial condition does not materially and adversely deteriorate such that it would impair Disney's ability to provide the requisite levels of insurance, upon written disclosure to City, Disney shall have the right to self-insure all coverages provided in this Section 6.12.3, provided that in the event of self-insurance the City shall have all remedies and presumptions provided under law for a named additional insured as if Disney acting in its capacity as self-insurer were an insurance company. For any construction work which Disney performs on behalf of the City, Disney shall secure and maintain such insurance as would typically be required of a construction contractor, including, but not limited to, builder's risk insurance in the full amount of the subject improvements, workers' compensation insurance as required by law, and employer's liability coverage in an amount not less than ten million dollars ($10,000,000) per accident/injury/illness. The details of such construction-related insurance coverage shall be set forth in the separate agreements governing such work.
6.12.4 Continuing Obligations. Sections 6.12.2 and 6.12.3 shall survive termination of this Agreement.
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90 6.13 Tentative Maps. Pursuant to California Government Code Section 66452.6(a), the duration of tentative maps filed subsequent to the Effective Date for the Disney Property in connection with the Project shall automatically be extended for the Term of this Agreement.
6.14 Notices. Any notice or communication required hereunder between the City or Disney must be in writing and may be given personally by reputable overnight courier. A notice shall be deemed to have been delivered when received by the Party to whom it is addressed. Any Party hereto may at any time, by giving ten (10) days' written notice to the other Party hereto, designate any other address in substitution of the address, 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 below:
If to City:
Planning Director
City of Anaheim
200 South Anaheim Blvd.
Anaheim, California 92803
If to Disney:
Walt Disney Parks and Resorts U.S., Inc.
Attn: President, The Disneyland Resort
Team Disney Building
700 Ball Road
Anaheim, California 92803
with copies to:
City Attorney, City of Anaheim
City of Anaheim
200 South Anaheim Blvd., Suite 356
Anaheim, California 92803
with copies to:
Chief Counsel
Disneyland
700 Ball Road
Anaheim, California 92803
The Walt Disney Company
500 South Buena Vista Street
Burbank, CA 91521
Attn: Assistant General Counsel, Real Estate
6.15 Recordation. As provided in Government Code Section 65868.5, the City Clerk of Anaheim shall record a copy of this Agreement with the Registrar-Recorder of Orange County within ten (10) days following its execution by both Parties. To the extent that Disney Property Final Execution Version 042524
91 consists of property Leased to Disney, this Agreement shall encumber only the leasehold interest and shall not constitute an encumbrance upon the estate in fee. Disney shall provide the City Clerk with the fees for such recording prior to or at the time of such recording.
6.16 Constructive Notice and Acceptance. Every person who now or hereafter owns or acquires any right, title, interest in or to any portion of the Disney Property, is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Disney Property.
6.17 Successors And Assignees. Subject to the limitations on transfer set forth in Section 6.8 of this Agreement, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties, and their respective successors, assignees and transferees.
6.18 Severability. If any provisions, conditions, or covenants of this Agreement, or the application thereof to any circumstances of either Party, shall be held invalid, void or unenforceable, the remainder of 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, void or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. In the event that any material provision of this Agreement is found to be unenforceable, void or voidable, Disney or the City may terminate this Agreement in accordance with the provisions of the Agreement and the Procedures Resolution.
6.19 Time Of the Essence. Time is of the essence for each provision of this Agreement of which time is an element.
6.20 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought and such waiver refers expressly to this Section. 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 Final Execution Version 042524
92 any other occurrence or event. No delay or omission by either Party in exercising any right or power accruing upon non-compliance or failure to perform by the other Party under any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof.
6.21 No Third-Party Beneficiaries. The only Parties to this Agreement are the City and Disney. There are no third-party beneficiaries, and this Agreement is not intended, and shall not be construed to benefit or be enforceable by any other person whatsoever.
6.22 Expedited Processing. Disney and the City agree to cooperate in the expedited processing of any legal action seeking specific performance, declaratory relief or injunctive relief, to set court dates at the earliest practicable 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.
6.23 Requests for Payment. With respect to any requests by the City for payment of amounts due under this Agreement, Disney retains its rights to review any invoices or requests for payments submitted by the City pursuant to this Agreement. Disney shall review and reasonably approve such invoices or requests for payment or shall identify any disputed amounts within twenty (20) days after receipt. At Disney's request, the City shall provide Disney with reasonable information or back-up material supporting such invoices or requests for payment. Disney shall have a right, at Disney's expense, to audit City books and records in connection with such invoices or requests for payment at City's offices, with reasonable notice, during business hours. In the event of any disputed invoices or requests for payment, Disney shall timely pay all amounts not disputed and the Disney Project Manager and City Project Coordinator shall expeditiously meet and confer to resolve any such dispute. If the Parties are unable to resolve such dispute, the City Manager and the Senior Disney Project Manager shall expeditiously meet and confer to resolve any such dispute.
In the event that the City Manager and the Senior Disney Project Manager are unable to resolve the dispute, the Parties shall be entitled to such remedies as provided by Section 6.5.
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93 6.24 Entire Agreement. 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 of any such representations, understandings, or covenants shall be admissible in any proceedings of any kind or nature to interpret or determine the provisions or conditions of this Agreement.
6.25 Legal Advice; Neutral Interpretation; Headings, and Table of Contents. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing 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 contents used in this Agreement are for the convenience of reference only and shall not be used in construing this Agreement.
6.26 Counterparts. This Agreement is executed in 6 duplicate originals, each of which is deemed to be an original. This Agreement, not counting the Cover Page or Table of Contents, consists of 94 pages and 14 Exhibits which constitute the entire understanding and agreement of the Parties. The Exhibits are identified in the List of Exhibits, which is contained in the Table of Contents of this Agreement.
6.27 Authority to Execute. The person executing this Agreement on behalf of Disney warrants and represents that he/she has the authority to execute this Agreement on behalf of Disney and represents that he/she has the authority to bind Disney to the performance of Disney's obligations hereunder.
6.28 No Impact on Finance Agreement. Nothing in this Agreement is intended by the Parties to amend or alter in any way the Finance Agreement, which remains in full force and effect. To Final Execution Version 042524
94 the extent any provision of this Agreement is determined to be inconsistent with the Finance Agreement, then that provision shall be deemed unenforceable, void or voidable, until such time as the Finance Agreement has terminated and/or expired in its ordinary course, or according to such other timing as the Parties mutually agree which does not amend or alter the Finance Agreement.
6.29 Continued Processing. The filing of any Litigation shall not delay or stop the development, processing or construction of the Project or approval of any Development Approvals, unless the third party obtains a court order preventing the activity. The City shall not stipulate to or cooperate in the issuance of any such order without the prior written consent of Disney. In the event of a court order issued as a result of a successful Litigation, the City shall, to the extent permitted by such court order and Applicable Law, in good faith seek to comply with the court order in such a manner as will maintain the integrity of the Project Approvals and avoid or minimize to the greatest extent possible (i) any impact to the development of the Project as provided for in, and contemplated by, the Project Approvals, the Applicable Rules and this Agreement, or (ii) any conflict with the Project Approvals, the Applicable Rules and this Agreement, or frustration of the intent or purpose of the Project Approvals, the Applicable Rules and this Agreement.
6.30 Initiative Measures. Both the City and Disney intend that this Agreement is a legally binding contract which will supersede any initiative, measure, moratorium, referendum, statute, ordinance or other limitation adopted after the Effective Date (whether relating to the rate, timing or sequencing of the development or construction of any or any part of the Project and whether enacted by initiative or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other entitlements to use approved, issued or granted within the City, or portions of the City, and which agreement shall apply to the Project to the extent such initiative, measure, moratorium, referendum, statute, ordinance or other Final Execution Version 042524
95 limitation is inconsistent or in conflict with this Agreement. Should an initiative, measure, moratorium, referendum, statute, ordinance, or other limitation be enacted by the citizens of the City which would preclude construction of all or any part of the Project, and to the extent such initiative, measure, moratorium, referendum, statute, ordinance or other limitation be determined by a court of competent jurisdiction to invalidate or prevail over all or any part of this Agreement, Disney shall have no recourse against the City pursuant to the Agreement, but shall retain all other rights, claims and causes of action under this Agreement not so invalidated and any and all other rights, claims and causes of action as law or in equity which Disney may have independent of this Agreement with respect to the Project. The foregoing shall not be deemed to limit Disney's right to appeal any such determination that such initiative, measure, referendum, statute, ordinance or other limitation invalidates or prevails over all or any part of this Agreement. The City agrees to cooperate with Disney in all reasonable manners in order to keep this Agreement in full force and effect, provided Disney shall reimburse the City for its out-of-pocket expenses incurred directly in connection with such cooperation and the City shall not be obligated to institute a lawsuit of other court proceedings in this connection. Notwithstanding the foregoing, this Development Agreement shall not limit City's right and power to impose taxes on the Property or Project provided that any taxes imposed are adopted pursuant to all applicable laws and that said tax qualifies as a City-Wide Tax. For the purposes of this Section 6.30 a "City-Wide Tax" means a general or special tax generally applicable to a category of development or use of one or more kinds, wherever the same may be located in the City, including but not limited to, a general or special tax adopted in accordance with California Const, Art XIII C and D et seq. (otherwise known as Proposition 218); provided, however, that a general or special tax which only applies to or impacts the Project shall not be considered a City-Wide Tax.
6.31 Subsequent Amendment to Development Agreement Act. This Agreement has been entered into in reliance upon the provisions of the Development Agreement Act in effect as of the Effective Date. Accordingly, to the extent that subsequent amendments to the Government Code Final Execution Version 042524
96 would affect the provisions of this Agreement, such amendments shall not be applicable to this Agreement unless necessary for this Agreement to be enforceable or unless this Agreement is modified pursuant to the provisions of this Agreement and Governmental Code Section 65868 as in effect on the Effective Date.
6.32 Recitals. The recitals in this Agreement constitute part of this Agreement and each Party shall be entitled to rely on the truth and accuracy of each recital as an inducement to enter into this Agreement.
6.33 Exhibits. All exhibits, including attachments thereto are incorporated in this Agreement in their entirety by this reference.
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97 "City"
CITY OF ANAHEIM, a municipal corporation
of the State of California
By:
Name: Ashleigh Ai
Title: Mayor
ame• resa Bass
Title: City Clerk
DATE: OS/021701n
By: k-ft.
WALT DISNEY PARKS AND RESORTS
U.S. "C., a Florida Corporation
Name: Kenneth M. Potrock
Title: President, Disneyland Resort
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
"Disney"
APPROVED AS TO FORM:
BY:
Name: Robert Fabela
Title: City Attorney
DATE:
APPROVED AS TO FORM:
Special Counsel to the City
By:-1"
thaP,
Name: Steve Mat-Ws
DATE:
APPROVED AS TO FORM:
Counsel to Disney
By:
Name: Deanna Detchemi y
Title: Assistant General Counsel
The Walt Disney Company
DATE:
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98 EXHIBIT A
List of Disneyland Resort Specific Plan Amendments, Adjustments and Associated Actions le.tyaz
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A- 1
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Oramse_
On 6-1 (IL X41 before me, rfileeCL.4e-r Pahtk__.
Date Here Insert Name and Tiè of the Officer
personally appeared reillne PolYbLK__
Name(s) of Signer(s)
who 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 the person(s) acted, executed the instrument. ;;;L ACCAFFERY I
..-40101,;,,, Notary Public - California z
Los Angeles County g
Commission I 2373302 /
My Comm. Expires Sep 2, 2025
11. A.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
Place Notary Seal and/or Stamp Above Signature of Notary Public
OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
O Corporate Officer — Title(s): O Corporate Officer — Title(s):
O Partner — 0 Limited 0 General O Partner — 0 Limited 0 General O Individual 0 Attorney in Fact O Individual 0 Attorney in Fact O Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator O Other: O Other:
Signer is Representing: Signer is Representing:
7 ©2019 National Notary Association
.4. Rs • •••
APRIL MCCAFFERY
Notary Public - California
Los amples County g
Commission I 2373302 —
My Comm. Exoires Seo 2, 2025
•••- NIA
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
•.rrii2F2 *
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On
Date
before me, ttpr; 011(16L4rtf3A- YUOtaci- PG(1)11( --
Here Insert abime and Title cif the Officer
personally appeared V9t1r11/10, -pert-JAI Midi
Name(s) okner(s)
who 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 the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my han and official seal.
Signature
Place Notary Seal and/or Stamp Above Signature of Notary Public
OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
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Signer's Name: Signer's Name:
O Corporate Officer - Title(s): 0 Corporate Officer - Title(s):
O Partner - 0 Limited 0 General 0 Partner - 0 Limited 0 General O Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact O Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator o Other: 0 Other:
Signer is Representing: Signer is Representing:
©2019 National Notary Association
4 • .
▪ •
• •
ifIX In.
Appendix A: List of Disneyland Resort Specific Plan Amendments, Adjustments and Associated Actions
The following is a consolidated list of past Disneyland Resort Specific Plan (DRSP) amendments, adjustments, and associated actions since the original DRSP adoption in 1993.
DRSP Amendment No. 1. On April 12, 1994, the City Council approved Amendment No. 1 in connection with an amendment to the Land Use Element of the City's General Plan. Amendment No. 1 established "District A", redesignated a portion of the East Parking Area (approximately 9 acres) to District A, and established Zoning and Development Standards for District A.
Amendment No. 1 and the General Plan Amendment were approved by Resolution No. 94R-40 and 94R-41 adopted on March 22, 1994 and by Ordinance No. 5420 adopted on April 12, 1994.
Prior to approving Amendment No. 1, the City Council, by motion, on March 22, 1994, determined that previously certified FEW No. 311 was adequate to serve as the required environmental documentation for this request and modified Mitigation Monitoring Program No. 0067 to reference "District A" in Mitigation Measure 3.10.1-8.
DRSP Amendment No. 2. On June 20, 1995, the City Council approved Amendment No. 2 to redesignate a portion (approximately 10 acres) of the East Parking Area to District A and revisions to the text and exhibits of the DRSP for the associated redesignation, by Resolution No. 95R-95 adopted on June 13, 1995 and by Ordinance No. 5503 adopted on June 20, 1995. Prior to approving Amendment No. 2, the City Council, by motion, on June 13, 1995, determined that previously certified FEW No. 311 was adequate to serve as the required environmental documentation for this request
DRSP Amendment No. 3. On October 22, 1996, the City Council approved Amendment No. 3, in connection with an amendment to the Anaheim Resort Public Realm Landscape Program and Development Agreement No. 96-01. Amendment No. included modifications to The Disneyland Resort Project including a Revised Phasing Plan, modifications to the Specific Plan (including the Zoning and Development Standards, Design Plan and Guidelines and Public Facilities Plan) to implement the Revised Phasing Plan; and incorporation of text and graphic modifications to the document. Amendment No. 3 and its associated actions were approved by Resolution Nos. 96R177, 96R-178, 96R-179, adopted on October 8, 1996, and by Ordinance Nos. 5580 and 5581, adopted on October 22, 1996. Prior to approving Amendment No. 3, the City Council adopted Resolution 96R-176 on October 8, 1996, finding that the Addendum (dated July 31, 1996) to the DRSP FEW No. 311 and Modified Mitigation Monitoring Program No. 0067 were adequate to serve as the required environmental documentation for this request.
DRSP Adjustment No. 1. On September 16, 1997, the City Council approved Adjustment No. 1 to include standards addressing permitted encroachments, screening requirements and height limitations by Ordinance No. 5613. The City Council found that this amendment was categorically exempt from CEQA under CEQA Guidelines Section 15061(b)(3), which provides that where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.
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DRSP Amendment No. 4. On July 13, 1999, the City Council approved Amendment No. 4 pertaining to the Pointe Anaheim Lifestyle Retail and Entertainment Complex, in connection with amendments to the Land Use Element of the City's General Plan and the Anaheim Resort Public Realm Landscape Program, Conditional Use Permit No. 4078, and Development Agreement No. 99-01. Amendment No. 4 established Zoning and Development Standards for the Pointe Anaheim Overlay, modified the DRSP Land Use Plan, Public Facilities Plan, Design Plan and Conditions of Approval and incorporated text and graphic modifications to implement the Pointe Anaheim Project on 29.1 acres within the DRSP area. Amendment No. 4 added the Point Anaheim Overlay to a portion of District A (18.9 acres) and the Parking District (East Parking Area)/C-R Overlay (10.2 acres). Amendment No. 4 and its associated actions were approved by Resolution Nos. 99R134, 99R-135, 99R-136 and 99R-137 adopted on June 22, 1999 and July 13, 1999; and, Ordinance Nos. 5689 and 5690 adopted on July 13, 1999. Prior to approving Amendment No. 4, the City Council adopted Resolution No. 99R-133 on June 22, 1999, finding that a Mitigated Negative Declaration and Mitigation Monitoring Plan No. 004 were adequate to serve as the required environmental documentation for this request.
DRSP Adjustment No. 2. [This number was not used.]
DRSP Adjustment No. 3. On September 19, 2000, the City Council approved Adjustment No. 3, which modified permitted accessory uses within the Parking District and permitted encroachments in the Theme Park District by Ordinance No. 5736. The City Council found that this amendment was categorically exempt from CEQA under CEQA Guidelines Section 15061(b)(3), which provides that where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.
DRSP Adjustment No. 4. On May 1, 2001, the City Council approved Adjustment No. 4, which modified criteria for Informational, Regulatory and Directional ([RD) Signs visible from the Public Rights-of-Way by Ordinance No. 5768. The City Council found that this amendment was categorically exempt from CEQA under CEQA Guidelines Section 15061(b)(3), which provides that where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.
DRSP .Amendment N. 5. On March 19, 2002, the City Council approved Amendment No. 5 pertaining to the Pointe Anaheim Lifestyle Retail and Entertainment Complex, in connection with amendments to the Land Use Element of the City's General Plan, the Anaheim Resort Public Realm Landscape Program and Conditional Use Permit No. 4078, and the First Amended and Restated Development Agreement No. 99-01. Amendment No. 5 included text and exhibit modifications throughout the DRSP relating to the mix and allocation of land uses, zoning standards, phasing, project layout and minor modifications to project conditions of approval and mitigation measures to provide for the development of 634,700 gross square feet of specialty retail, restaurants, and entertainment, including a 94,000 square foot aquarium; 1,662 hotel rooms/suites (including up to 200 vacation ownership units) and 322,071 square feet of hotel 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; and 1,949,800 gross square foot parking structure with up to 4,800 parking spaces and 15 bus spaces at ultimate build out of the project with a 10,200 square foot bus terminal/facility. Amendment No. 5 and its associated actions were approved by Resolution Nos. 2002R-54, 2002R-55, 2002R-56, 2002R-57 and 2002R-58 adopted on February 26, 2002; and, by Ordinance Nos. 5807 and 5808, adopted on March 19, 2002. Prior to approving Amendment No. 5, the City Council adopted Resolution No. 2002R-53 on February 26, 2002, fmding that the Final Execution Version 042524
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Addendum (dated October 29, 2001) to the Mitigated Negative Declaration, including the Modified Mitigation Monitoring Plan No. 004, for the Pointe Anaheim Project were adequate to serve as the required environmental documentation for this request.
DRSP Adjustment No. 5. On May 20, 2003, the City Council approved Adjustment No. 5 relating to various zoning and site development standards including, but not limited to, modifications to minimum lot width, permitted architectural projections into setback areas, minimum distance between driveways and permitted signage in the Pointe Anaheim Overlay by Ordinance No. 5859.
The City Council found that this amendment was categorically exempt from CEQA under CEQA Guidelines Section 15061(b)(3), which provides that where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.
DRSP Amendment No. 6. On April 25, 2006, the City Council approved Amendment No. 6, pertaining to the Anaheim GardenWalk Project, in connection with amendments to the Land Use Element of the City's General Plan, Conditional Use Permit No. 4078, the Second Amended and Restated Development Agreement No. 99-01, Tentative Parcel Map No. 2002-205, Final Site Plan No. 2006-2002, and the First Amended and Restated Development Agreement by and between the City of Anaheim and Anaheim GW, LLC. Amendment No. 6 amended the DRSP Land Use Plan, Public Facilities Plan, Design Plan, General Plan Consistency, Zoning and Development Standards, and Conditions of Approval to provide for the development of 569,750 square feet of specialty retail, restaurants, and entertainment, including a multiplex movie theatre; 1,628 hotel rooms/suites (including up to 500 vacation ownership units) and 278,817 square feet of hotel accessory uses; a transportation center; and 4,800 parking spaces and 15 bus spaces. This amendment also changed the project reference from "Pointe Anaheim Lifestyle Retail and Entertainment Complex" to "Anaheim GardenWalk project" and the overlay reference from "Pointe Anaheim Overlay" to "Anaheim GardenWalk Overlay." Amendment No. 6 and its associated actions were approved by Resolution Nos. 2006-061, 2006-062, 2006-063 adopted on April 11, 2006; and by Ordinance Nos. 6022 and 6023, adopted on April 25, 2006. Prior to approving Amendment No. 6, the City Council, by motion, on April 11, 2006, determined that the previously-approved Pointe Anaheim Initial Study and Mitigated Negative Declaration together with the Second Addendum (dated March 1, 2006) and the Modified Mitigation Monitoring Plan No. 004a, were adequate to serve as the required environmental documentation for this request.
DRSP Adjustment No. 6. On August 22, 2006, the City Council approved Adjustment No. 6 to modify sign standards for the Disneyland Resort Specific Plan by Ordinance No. 6031. The City Council found that previously certified Environmental Impact Report No. 330 for a citywide General Plan Amendment and Zoning Code Update were adequate to serve as the required environmental documentation for this request.
DRSP Amendment No. 7. On April 24, 2007, the City Council approved Amendment No. 7, to modify zoning and development standards pertaining to permitted architectural encroachments in required building setback areas and to modify exhibits pertaining to the maximum number and location of permitted wall signs by approving Resolution No. 2007-048 on April 17, 2007 and adopting Ordinance No. 6056. Prior to approving Amendment No. 7, the City Council, by motion, on April 17, 2007, determined that the previously-approved Second Addendum (dated March 1, 2006) to the Pointe Anaheim Initial Study and Mitigated Negative Declaration was sufficient to serve as the required environmental documentation for this request.
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DRSP Adjustment No. 7. On January 29,2008, the City Council approved Adjustment No. 7 to modify zoning and development standards pertaining to the number of hotel rooms permitted in the Hotel and Theme Park Districts to transfer 25 hotel rooms from the Hotel District to the Theme Park District by Ordinance No. 6093. The City Council found that the previously certified Final OR No. 311 was adequate to serve as the required environmental documentation for this request.
DRSP Amendment No. 8. On August 23, 2011, the City Council approved Amendment No. 8, in connection with amendments to the Land Use Element of the City's General Plan, Development Agreement No. 99-01, Conditional Use Permit No. 4078 and Final Site Plan 2006-00002, related to the Anaheim GardenWalk Overlay. Amendment No. 8 included text and exhibit changes to modify and increase the total amount of retail, dining and entertainment (RDE) uses within the Anaheim GardenWalk Overlay by reducing the permitted amount of retail, increasing the permitted amount of dining, increasing the permitted amount of entertainment uses and reducing the size of the bus terminal/facility. The amendments only pertain to the bus terminal/facility and the RDE uses permitted within Development Area of the Anaheim GardenWalk Overlay and do not change the existing building footprint. The amendment did not include any modifications to the hotels and hotel accessory uses permitted within Development A or the RDE uses, hotels, hotel accessory uses or parking permitted within Development Area B. Amendment No. 8 and its associated actions were approved by Resolution Nos. 2011-119, 2011-120, 2011-121, 2011-122 adopted on August 16, 2011 and by Ordinance Nos. 6221 and 6222 adopted on August 23, 2011.
Prior to approving Amendment No. 8, the City Council, by motion, on August 23, 2011, determined that the Pointe Anaheim Initial Study and Mitigated Negative Declaration together with the Third Addendum (dated June 6, 2011) serve as the appropriate environmental documentation for this request.
DRSP Adjustment No. 8. On February 23,2016, the City Council approved Adjustment No. 8 to modify zoning and development standards pertaining to the signs in the GardenWalk Overlay, to remove specific sign criteria and, instead, refer to the Coordinated Signage Program approved in conjunction with Conditional Use Permit No. 4078 so that future changes to signs would be subject to an amendment to the conditional use permit, and not the Code. The City Council adopted Ordinance No. 6361, and determined that the request was categorically exempt from further environmental review under the California Environmental Quality Act (Class 11, Accessory Structures).
DRSP Adjustment No. 9. On October 18, 2016, the City Council approved several amendments to the Zoning Code including Adjustment No. 9 to amend Chapter 18.114 to (1) remove Katella Avenue and West Street/Disneyland Drive from the Sky Exposure Plane requirement for the Hotel District of the Disneyland Resort Specific Plan, such that the permitted height would be subject to the Maximum Permitted Structural Height Map; and (2) remove the limit on the number of vacation ownership units permitted in the Theme Park and Hotel Districts of the Disneyland Resort Specific Plan, consistent with the Anaheim Resort Specific Plan. The City Council adopted Ordinance No. 6382 on October 18, 2016 and determined that the ordinance was not subject to the California Environmental Quality Act ("CEQA") pursuant to Section 15060(c)(2) of the CEQA Guidelines.
DRSP Adjustment No. 10. On December 20, 2016, the City Council approved Adjustment No. 10 to modify zoning and development standards pertaining to icon/themed signage elements in the GardenWalk Overlay, to increase the height limit for the 30-foot iconic signage element to 90 feet in order to accommodate a proposed water tower element. The City Council adopted Ordinance Final Execution Version 042524
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No. 6391 and determined that the request was categorically exempt from further environmental review under the California Environmental Quality Act (Class 11, Accessory Structures).
DRSP Adjustment No. 11. On December 19, 2017, the City Council approved Adjustment No. 11 to modify zoning and development standards such that the permitted encroachments allowed within required setback areas in the C-R District of Anaheim Resort Specific Plan would be allowed within the C-R Overlay of the Disneyland Resort Specific Plan. The City Council adopted Ordinance No. 6425 and determined that the request was exempt from further environmental review under the California Environmental Quality Act Guidelines Section 15060(c)(2).
DRSP Adjustment No. 12. On April 10, 2018, the City Council approved Adjustment No. 12 to modify zoning and development standards to allow Valet Parking as a permitted accessory use when accessory to a primary use that is permitted by right in the Specific Plan area. The City Council adopted Ordinance No. 6432 and determined that the request was exempt from further environmental review under the California Environmental Quality Act Guidelines Section 15061 (b)(3).
DRSP Adjustment No. 13. On December 3, 2019, the City Council approved Adjustment No. 13 to assign review authority of Final Site Plans in the Disneyland Resort Specific Plan to the Planning Director and clarify that parking lots or structures in the Theme Park District are subject to approval by the City Engineer and Planning Director, for vehicular access and parking layout, respectively. The City Council adopted Ordinance No. 6473 and determined that the request was exempt from further environmental review under the California Environmental Quality Act Guidelines Section 15061 (b)(3).
DRSP Adjustment No. 14. [Withdrawn by the applicant.]
DRSP Adjustment No. 15. On February 9, 2021, the City Council approved Adjustment No. 15 to clarify that dual-lit channel letter signs are not permitted in the Disneyland Resort, Anaheim Resort, and Hotel Circle Specific Plans. The City Council adopted Ordinance No. 6506 and determined that the request was exempt from further environmental review under the California Environmental Quality Act Guidelines Section 15061 (b)(3).
DRSP Amendment No. 9. On April 17, 2024, the City Council approved DRSP Amendment No. 9 (DisneylandForward), an update to The Disneyland Resort Project to allow for the transfer of uses permitted under the Specific Plan to other areas of the Specific Plan and properties within the Anaheim Resort Specific Plan owned or leased by Walt Disney Parks and Resorts U.S., Inc. or other subsidiaries of The Walt Disney Company (Disney). DRSP Amendment No. 9 also provided for future administrative review by the City of Disney's development projects on Disney property within the Specific Plan and the Anaheim Resort Specific Plan. DisneylandForward did not increase previously approved square footage or hotel rooms in the Specific Plan or the Anaheim Resort Specific Plan, however it increased the number of theme park-related parking spaces in the Anaheim Resort Specific Plan Parking Overlay by 4,376 spaces. DRSP Amendment No. 9 and its associated actions were approved by Ordinance No. 6572 and adopted on May_, 2024. On April Final Execution Version 042524
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17, 2024, the City Council introduced Ordinance No. 6573, an ordinance that amends Chapter
18.114 (Disneyland Resort Specific Plan No. 92-1 (SP92-1) Zoning and Development Standards) of Title 18 of the Anaheim Municipal Code and that amends Ordinance Nos. 5377 and 5378, and on May , 2024 adopted Ordinance No. 6573. The City Council certified Final Subsequent Environmental Impact Report (SEIR) No. 352 on April 17, 2024. In serving as the CEQA compliance document for DisneylandForward, SEIR No. 352 provided the additional environmental analysis contemplated under ElR No. 311 for the addition of theme park, hotel rooms, and retail, dining and entertainment uses in the Southeast District and the expansion of the Theme Park District west of Disneyland Drive. SEIR. No. 352 also provided the environmental analysis required for the addition of theme park uses in the ARSP Theme Park East and ARSP Theme Park West Overlays and the additional of parking uses in the ARSP Parking Overlays.
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EXHIBIT B
List of Anaheim Resort Specific Plan Amendments, Adjustments and Associated Actions Final Execution Version 042524
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APPENDIX A: List of Anaheim Resort Specific Plan Amendments, Adjustments and Associated Actions
The following is a consolidated list of past Anaheim Resort Specific Plan (ARSP) amendments, adjustments, and associated actions since the original ARSP adoption in 1994.
ARSP Amendment No. 1. On June 3, 1997, the City Council approved Amendment No. 1 in connection with an amendment to the Land Use Element of the City's General Plan and Conditional Use Permit No. 3917. These actions designated 4.67 acres, located on the northern side of Orangewood Avenue and east of Harbor Boulevard, for Commercial Recreation land use and incorporated the site into the Anaheim Resort Specific Plan (SP92-2) Zone. The General Plan Amendment amended the Land Use Element to designate the site from Medium Density Residential to Commercial Recreation land uses with a density of Low-Medium permitting up to 75 hotel rooms per gross acre. The Specific Plan Amendment reclassified the site from the RM1200 (Residential, Multiple-Family) Zone to the SP92-2 Zone, C-R District. Conditional Use Permit No. 3917 approved the conversion of an existing 139-unit, 2-story, 8-building apartment complex into a 136-unit Vacation Ownership Resort. The City Council approved these actions by adopting Resolution Nos. 97R-73, 97R-74 and 97R-75 on May 20, 1997, and adopting Ordinance No. 5599 on June 3, 1997. Prior to approving Amendment No. 1, the City Council, by motion, on May 20, 1997, determined that Mitigated Negative Declaration and Mitigation Monitoring Program No. 0096 were adequate to serve as the required environmental documentation for this request.
ARSP Adjustment No.l. On May 18, 1999, the City Council approved Adjustment No. 1, which amended Chapter 18.116 of the Anaheim Municipal Code (Anaheim Resort Specific Plan 92-2 (SP92-2) Zoning and Development Standards) to modify the setback and yard requirements to reflect the local street status of Convention Way by Ordinance No. 5685. The City Council found that this amendment was categorically exempt from CEQA under CEQA Guidelines Section 15061(b)(3), which provides that where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.
ARSP Amendment No. 2. [Withdrawn by the applicant.]
ARSP Amendment No. 3 On August 17, 1999, the City Council approved Amendment No. 3 in connection with an amendment to the Land Use Element of the City's General Plan. Amendment No. 3 reclassified and incorporated a 0.73-acre site, located at the northwestern corner of Casa Grande Avenue and Casa Vista Street, from the RM-1200 (Residential, Multiple-Family) Zone to the ARSP Zone, amended ARSP text, exhibits, legal description and zoning and development standards to reflect said reclassification. The General Plan Amendment amended the Land Use Element to designate the project site from Medium Density Residential to Commercial Recreation with a density of Low-Medium permitting up to 75 hotel rooms per gross acre based on the total Final Execution Version 042524
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gross acreage of the four lots, and not a per lot or parcel basis. Amendment No. 3 and the associated General Plan Amendment were approved by Resolution No. 99R-166 and 99R-167 adopted on July 27, 1999 and by Ordinance No. 5694 adopted on August 17, 1999. Prior to approving Amendment No. 3, the City Council, by motion, on July 27, 1999, determined that a Mitigated Negative Declaration and Mitigation Monitoring Program No. 0108 were adequate to serve as the required environmental documentation for this request.
MEIR First Validation Report. On August 30, 1999, the Planning Commission determined that no substantial changes had occurred with respect to the circumstances under which MEW No. 313 was certified, and that there was no new available material information which was not known and could not have been known at the time MEW No. 313 was certified, thereby validating MEW No. 313 and the associated Mitigation Monitoring Program No. 0085 for continued use as the environmental documentation required by CEQA for projects within the ARSP.
ARSP Adjustment No. 2. On September 21, 1999, the City Council approved Adjustment No. 2 to the ARSP to amend Chapter 18.116 (Anaheim Resort Specific Plan 92-2 (SP92-2) Zoning and Development Standards) to modify the minimum landscape setback requirement for properties adjacent to Manchester Avenue between Katella Avenue and the southern boundary of the ARSP Zone. The City Council approved this action by adopting Ordinance No. 5703, including a finding that this amendment is categorically exempt from CEQA under CEQA Guidelines Section 15061(b)(3), which provides that where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. On August 8, 2000, the City Council subsequently adopted Ordinance No. 5734 to correct an clerical error in the Code that was adopted by Ordinance No. 5703.
ARSP Adjustment No. 3. On May 1, 2001, the City Council approved Adjustment No. 3 to the ARSP to amend Chapter 18.116 (Anaheim Resort Specific Plan 92-2 (SP92-2) Zoning and Development Standards) relating to temporary parking requirements including time limitations, landscape, and screening requirements, and permitted fence and wall materials. The City Council approved this action by adopting Ordinance No. 5769, including a finding that this amendment is categorically exempt from CEQA under CEQA Guidelines Section 15061(b)(3), which provides that where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity was not subject to CEQA.
ARSP Adjustment No. 4. On April 27, 2004, the City Council approved Adjustment No. 4 to the ARSP to amend Chapter 18.116 (Anaheim Resort Specific Plan 92-2 (SP92-2) Zoning and Development Standards) to permit office uses in a legal non-conforming building subject to approval of a Conditional Use Permit. Ordinance No. 5910 included a finding that the previouslycertified MEW No. 313 and Mitigation Monitoring Program No. 0085 was adequate to serve as environmental documentation for this request.
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ARSP Amendment Nos. 4 and 5. On June 8, 2004, the City Council approved Amendment No. 5 to the ARSP (which also incorporates Amendment No. 4) in connection with a citywide General Plan and Zoning Code Update (ZCA 2004-00029). ARSP Amendment No. 4 included modifications to Chapter 18.116 (Anaheim Resort Specific Plan 92-2 (SP92-2) Zoning and Development Standards) intended to streamline project review processes. Amendment No. 5 expanded The Anaheim Resort boundaries to include approximately 26.4 acres located along Harbor Boulevard, from Orangewood Avenue to the south city limit, into the Anaheim Resort Specific Plan (SP92-2) Zone. The City Council approved these actions by adopting Resolution Nos. 2004R-95 and 2004R-97 on May 25, 2004, and by adopting Ordinance Nos. 5920 and 5922 adopted by June 8, 2004. Prior to approving Amendment No. 5, the City Council, by Resolution No. 2004-94, on May 25, 2004, certified Environmental Impact Report No. 330 prepared for the citywide General Plan Amendment and Zoning Code Update, adopted a statement of findings and overriding considerations in connection therewith and adopting Mitigation Monitoring Program 85a, to serve as the required environmental documentation for this request.
MEIR Second Validation Report. On September 20, 2004, the Planning Commission determined that no substantial changes had occurred with respect to the circumstances under which MEW No. 313 was certified, and that there was no new available material information which was not known and could not have been known at the time MEIR No. 313 was certified, thereby validating MEW No. 313 and the associated Mitigation Monitoring Program No. 0085 for continued use as the environmental documentation required by CEQA for projects within the ARSP.
ARSP Amendment No. 6. On February 8,2005, the City Council approved Amendment No. 6 to the ARSP in connection with a zone change (Reclassification No. 2004-00135) to remove the Mobile Home Park (MHP) Overlay from a property within the ARSP and Conditional Use Permit No. 2004-04922. Amendment No. 6 modified Chapter 18.116 (Anaheim Resort Specific Plan 92- 2 (SP92-2) Zoning and Development Standards) to permit the relocation of an existing service station facility with frontage on Harbor Boulevard to a location not fronting Harbor Boulevard, allowed accessory convenience markets to sell beer and wine for off-premise consumption, as an accessory use to service stations, and prohibited tow truck operations in conjunction with service station facilities. These actions were approved by Ordinance Nos. 5954 and 5955, including a finding that the previously-certified MEW No. 313 and Mitigation Monitoring Program No. 067 incorporating measures from Mitigation Monitoring Program No. 0085 were adequate to serve as required environmental documentation for this request.
ARSP Adjustment No. 5. On August 22, 2006, the City Council approved Adjustment No. 5 to the ARSP to amend Chapter 18.116 (Anaheim Resort Specific Plan 92-2 (SP92-2) Zoning and Development Standards) in its entirety to provide consistent formatting with Title 18 (Zoning Code) along with minor modifications and clarifications. The City Council approved this action by adopting Ordinance No. 6031 on August 22, 2006. The Planning Commission determined, on July 10, 2006 that the Previously-Certified Environmental Impact Report No. 330 was adequate to serve as required environmental documentation for this request.
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ARSP Amendment No. 7. On September 12, 2006, the City Council approved Amendment No. 7 to the ARSP in connection with an amendment to the Land Use Element of the City's General Plan to amend Chapter 18.116 pertaining to the establishment of an ARR (Anaheim Resort Residential) Overlay to provide the opportunity to develop residential units in conjunction with high-quality, luxury hotels within two targeted areas by Resolution No. 2006-205 and 2006-206 adopted on August 22, 2006 and by Ordinance No. 6036 adopted on September 12, 2006. Prior to approving Amendment No. 7, the City Council, by motion, on August 22, 2006, determined that the Anaheim Resort Residential Overlay Initial Study/Mitigated Negative Declaration and Modified Mitigation Monitoring Program No. 0085b were adequate to serve as the required environmental documentation for this request.
ARSP Amendment No. 8. On May 8, 2007, the City Council approved Amendment No. 8 to the ARSP in connection with an amendment to the Land Use Element of the City's General Plan to amend Chapter 18.116 pertaining to development criteria for wholly-residential development within the ARR Overlay on a designated 26.7-acre site within the ARSP Zone by Resolution No. 2007-052 and 2007-053 adopted on April 24, 2007 and by Ordinance No. 6058 adopted on May 8, 2007. Prior to approving Amendment No. 8, the City Council, by Resolution No. 2007-052, determined that an Addendum (dated May 23, 2006) to the previously approved Mitigated Negative Declaration for Amendment No.7 was adequate to serve as the required environmental documentation for this request.
ARSP Amendment No. 9. On March 4, 2008, the City Council approved Amendment No. 9 to the ARSP to repeal modifications to the Zoning and Development Standards, previously approved by Amendment No. 8 to the ARSP, and an amendment to the Land Use Element of the City's General Plan. Amendment No. 9 removed provisions in Chapter 18.116 (Anaheim Resort Specific Plan 92-2 (SP92-2) Zoning and Development Standards) related to wholly-residential development, with the exception of residential uses in certain targeted areas when such uses are fully integrated into a minimum 300-room full service hotel (as approved by Amendment No. 7).
The City Council took these actions by adopting Resolution Nos. 2007-224, 2077-225, 2007-226, 2007-227 adopted on November 27, 2007, and by adopting Ordinance No. 6099 on March 4, 2008.
Under Resolution No. 2008-016, the City Council found that the City's Actions, either individually or collectively, did not constitute a "project" under Public Resources Code Sections 21065 and 21080, and alternatively, (2) even assuming the City Actions could be deemed a "project," that the City Actions, individually and collectively, were exempt from the requirements of CEQA under State CEQA Guideline Section 15061(b)(3).
ARSP Amendment No. 10. [Withdrawn by the applicant.]
ARSP Amendment No. 11. On March 4, 2008, the City Council approved Amendment No. 11 to the ARSP, an initiative measure ("SOAR") pursuant to the provisions of Section 1303 of the Anaheim City Charter and Section 9214 of the Elections Code of the State of California, to generally prohibit residential development within The Anaheim Resort unless such a project included environmental and economic analysis, City Council approval, and voter approval at a Final Execution Version 042524
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City election by adopting Ordinance No. 6098. Prior to introducing Ordinance No. 6098, the City Council, by Resolution No. 2008-016, on February 26, 2008, determined that the amendment did not constitute a "Project" subject to, and within the meaning of, the California Environmental Quality Act ("CEQA"), and that said proposed action is exempt from CEQA, and that no further environmental review was therefore required.
ARSP Amendment No. 12. On October 14, 2008, the City Council approved Amendment No. 12 to the ARSP to redesignate a 5.9-acre, "L"-shaped property at Ball Road and Walnut Street from Low-Density to Medium Density to develop a 120-room hotel in connection with a Variance, Final Site Plan and Tentative Parcel Map. The City Council approved these requests by adopting Resolution Nos. 2008-168, 2008-169, and 2008-170 on September 30, 2008, and by adopting Ordinance No. 6117 on October 14, 2008. Prior to approving Amendment No. 12, the City Council, by motion, on September 30, 2008, determined that a Mitigated Negative Declaration and the associated Mitigation Monitoring Program No. 000003 was adequate for the required environmental documentation for this request.
ARSP Amendment No. 13. On April 14, 2009, the City Council approved Amendment No. 13 to the ARSP, an amendment to the Anaheim Resort Public Realm Landscape Program, a Conditional Use Permit, a Variance, a Determination of Public Convenience and Necessity, and a Final Site Plan to construct a 252-room hotel with supporting accessory uses. These amendments modified the text in the General Plan Land Use Element and the ARSP to reflect a new density category called "Low Medium Density (Modified)"; modified the Central Core and Special Intersection Landscape Treatment exhibits to allow special landscape and hardscape treatments at the corner of Harbor Boulevard and Katella Avenue; allowed a greater number and larger signs than currently permitted for hotels and accessory retail; allowed changeable copy signs for hotels when not visible from any public right-of-way, murals and building integrated multi-tenant signs subject to approval of a Conditional Use Permit. The City Council approved these requests by adopting Resolution Nos. 2009-053, 2009-054, 2009-055, 2009-056, 2009-057, 2009-058 and 2009-059 adopted on March 31, 2009, and by adopting Ordinance No. 6141 on April 14, 2009. Prior to approving Amendment No. 13, the City Council, by motion, on March 31, 2009, determined that a Mitigated Negative Declaration and Mitigated Monitoring Program No. 156 were adequate to serve as the required environmental documentation for the request.
ARSP Adjustment No. 6. On June 5, 2012, the City Council approved Adjustment No. 6 to the ARSP to amend Chapter 18.116 (Anaheim Resort Specific Plan 92-2 (SP92-2) Zoning and Development Standards) to modify the Code references and terminology for various uses to be consistent with Chapters 18.16 (Regulatory Permits) and 18.92 (Definitions) of Title 18 (Zoning Code). The City Council approved this action by adopting Ordinance No. 6245 on June 5, 2012.
The Planning Commission determined, by motion, on March 26, 2012 that this action was exempt from the California Environmental Quality Act under Section 21080 of the Public Resources Code.
ARSP Amendment No. 14. On December 18, 2012, the City Council approved Amendment No. 14 to the ARSP, in connection with an amendment to the Land Use Element of the City's General Final Execution Version 042524
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Plan, to update the ARSP to reflect current development conditions and regulations and increase the maximum allowable square footage in the Public Recreational (PR) District to accommodate the future expansion of the Anaheim Convention Center. These actions were in conjunction with amendments to The Anaheim Resort Identity Program and The Anaheim Resort Public Realm Landscape Program. The City Council approved these requests by adopting Resolution Nos. 2012- 158, 2012-159, 2012-160, 2012-161 and 2012-162 adopted on December 18, 2012, and by Ordinance No. 6265 adopted on January 15, 2013. Subsequently, City Council adopted Ordinance No. 6266 on January 29, 2013 pertaining to Specific Plan conditions of approval. Prior to approving Amendment No. 14, the City Council, by Resolution No. 2012-158, on December 18, 2012, certified Final Supplemental Environmental Impact Report No. 2008-00340 ("FSEIR No. 340"), adopting Findings and a Statement of Overriding Considerations, adopting Mitigation Monitoring Program 85C, and a Water Supply Assessment to serve as the required environmental documentation for this request.
ARSP Adjustment No. 7. On March 3, 2015, the City Council approved Adjustment No. 7 to the ARSP to amend Chapter 18.116, Table 116-C (Primary Uses and Structures: C-R District (Development Area 1) of Section 18.116.070 (Uses — Commercial Recreation (C-R) District (Development Area 1)) to prohibit "Computer Internet and Amusement Facilities," in conjunction with a City-wide prohibition by Ordinance No. 6317. The Planning Commission determined, by motion, on January 12, 2015 that this action was not subject to the California Environmental Quality Act pursuant to Sections 15060(C)(2) and 15060(C)(3) of the State CEQA Guidelines.
ARSP Adjustment No. 8. On October 18, 2016, the City Council approved Adjustment No. 8 to the ARSP to amend Chapter 18.116.030 (Definitions) to include a definition for "Concierge Lounge," Table 116-C (Primary Uses and Structures: C-R District (Development Area 1), Table 116-D (Accessory Uses and Structures Integrated With a Permitted Primary Use: C-R District (Development Area 1)) and Table 116-E (Accessory Uses Incidental to and Integrated Within a Hotel or Motel Including Suite-Type Hotels, and Otherwise Limited Herein: C-R District (Development Area 1)) of Section 18.116.070 (Uses — Commercial Recreation (C-R) District (Development Area 1)) of Chapter 18.116 (Anaheim Resort Specific Plan No. 92-2 (SP 92-2) Zoning and Development Standards) of Title 18 (Zoning) to include (1) "Concierge Lounges" as a permitted accessory use; (2) "Alcoholic Beverage Manufacturing" as a permitted and conditionally permitted use subject to the requirements of Section 18.38.025; and (3) "Transitional and Supportive Housing" as a prohibited use in conjunction with a City-wide Zoning Code Update by Ordinance No. 6382. The Planning Commission determined, by motion, on August 8, 2016 that this action was not subject to the California Environmental Quality Act pursuant to Section 15060(C)(2) of the State CEQA Guidelines.
ARSP Adjustment No. 9. On April 10, 2018, the City Council approved Adjustment No. 9 to the ARSP to amend Table 116-D (Accessory Uses and Structures Integrated with a Permitted Primary Use: C-R District (Development Area 1)) to permit Valet Parking as an accessory use, subject to approval of a minor conditional use permit in conjunction with a City-wide Zoning Code Update Final Execution Version 042524
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by Ordinance No. 6432. The Planning Commission determined, by motion, on February 5, 2018, that the request was exempt from further environmental review under the California Environmental Quality Act Guidelines Section 15061 (b)(3).
ARSP Amendment No. 15. On August 14, 2018, the City Council approved Amendment No. 15 to the ARSP in connection with an amendment to the Land Use Element of the City's General Plan, a Variance, a Final Site Plan, a Minor Conditional Use Permit, and an Administrative Adjustment. These amendments created a new density category called "Medium Density (Modified)" in the Commercial Recreation (C-R) District to allow up to 345 hotel rooms or its equivalent at 1411 and 1441 South Manchester to accommodate development of a 223-room hotel with 1,516 square feet of accessory retail space and 975 square feet of meeting space on the 2.5- acre site. The City Council approved Resolution No. 2018-104 on July 31, 2018 and adopted Ordinance No. 6443 on August 14, 2018. The City Council determined that a Mitigated Negative Declaration and Mitigated Monitoring Program No. 350 were adequate to serve as the required environmental documentation for the request.
SEIR No. 340 First Validation Report. On April 1, 2019, the Planning Commission determined that no substantial changes had occurred with respect to the circumstances under which SEIR No. 340 was certified, and that there was no new available material information which was not known and could not have been known at the time SEIR No. 340 was certified, thereby validating SEW No. 340 and the associated Mitigation Monitoring Program No. 85C for continued use as the environmental documentation required by CEQA for projects within the ARSP.
ARSP Adjustment No. 10. On December 3, 2019, the City Council approved Adjustment No. 10 to assign review authority of Final Site Plans in the Anaheim Resort Specific Plan to the Planning Director; to allow Day Care Centers as a primary use, subject to approval of a Conditional Use Permit; and consolidate Boat & RV Sales with Automotive — Vehicle Sales, Lease, and Rentals in conjunction with a City-wide Zoning Code Update by Ordinance No. 6473. The City Council determined that the request was exempt from further environmental review under the California Environmental Quality Act Guidelines Section 15061 (b)(3).
ARSP Amendment No. 16. On September 29, 2020, the City Council approved Amendment No. 16 to the ARSP, in conjunction with a General Plan Amendment, a Minor Conditional Use Permit, a Variance, a Final Site Plan, and an Administrative Adjustment to create a new density category "Medium Density (Modified A)" in the Commercial Recreation (C-R) District, to allow construction of a 125-room hotel with accessory uses at 1730 South Clementine Street. The City Council approved the request by adopting Resolution No. 2020-112, 2020-113, and 2020-114 on September 15, 2020, and by adopting Ordinance No. 6494 on September 29, 2020. Prior to introducing Ordinance No. 6494, the City Council adopted Resolution No. 2020-112, determining that a Mitigated Negative Declaration and Mitigation Monitoring Program No. 372 were adequate to serve as the required environmental documentation for the request.
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ARSP Adjustment No. 11. On September 29, 2020, the City Council approved Adjustment No. 11 to the ARSP to provide standards and regulations for unlicensed community care facilities and sober living facilities that are not operating as a single housekeeping unit. The City Council adopted Ordinance No. 6493 on September 29, 2020, and determined that the request was exempt from further environmental review per California Environmental Quality Act Guidelines Sections 15060(c)(2) and 15060(c)(3).
ARSP Adjustment No. 12. On February 9, 2021, the City Council approved Adjustment No. 12 to the ARSP as part of a comprehensive Zoning Code update, which included amendments to the ARSP regulations to prohibit dual-lit signs and allow the encroachment of outdoor dining in required street setbacks. The City Council adopted Ordinance No. 6506 on February 9, 2021, and determined that the request was exempt from further environmental review per California Environmental Quality Act Guidelines Section 15061(b)(3).
ARSP Adjustment No. 13. On April 4, 2023, the City Council approved Adjustment No. 13 to the ARSP as part of a comprehensive Zoning Code update, which clarified the maximum height of six feet for the transparent portion of outdoor dining enclosures within the street setback for properties within the ARSP. The City Council adopted Ordinance No. 6555 on April 4, 2023, and determined that the request was exempt from further environmental review per California Environmental Quality Act Guidelines Section 15061(b)(3).
ARSP Amendment No. 17. On April 17, 2024, the City Council approved ARSP Amendment No. 17 (DisneylandForward), an update to The Disneyland Resort Project to allow for the transfer of uses permitted under the Specific Plan to other areas of the Disneyland Resort Specific Plan and properties within the Specific Plan owned or leased by Walt Disney Parks and Resorts U.S., Inc. or other subsidiaries of The Walt Disney Company (Disney). ARSP Amendment No. 17 also provided for future administrative review by the City of Disney's development projects on Disney property within the Specific Plan and the Disneyland Resort Specific Plan. DisneylandForward did not increase previously approved square footage or hotel rooms in the Disneyland Resort Specific Plan or the Specific Plan, however, it increased the number of theme park-related parking spaces in the Anaheim Resort Specific Plan Parking Overlay by 4,376 spaces. ARSP Amendment No. 17 and its associated actions were approved by Ordinance No. 6574 and adopted on May , 2024. On April 17, 2024, the City Council introduced Ordinance No. 6575, an ordinance that amends Chapter 18.116 (Anaheim Resort Specific Plan No. 92-2 (SP92-2) Zoning and Development Standards) of Title 18 of the Anaheim Municipal Code and that amends Ordinance Nos. 5453 and 5454, and on May 2024 adopted Ordinance No. 6575.The City Council certified Final Subsequent Environmental Impact Report (SE1R) No. 352 on April 17, 2024. In serving as the CEQA compliance document for DisneylandForward, SEIR No. 352 provided the environmental analysis required for the addition of theme park uses in the ARSP Theme Park East and ARSP Theme Park West Overlays and the additional of parking uses in the ARSP Parking Overlays.
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C.errtlaS Awe
Cenitos Ave
Wsy
a
Chailinart Avc
C 1,000
NM= Fee
N
EXHIBIT C
Disney Properties in DRSP and ARSP
Disney Properties
Key to Features
r Propiates coned or leased by War Gnney Pats
aid Resorn s.ilajces it the Prat
Gigue/ Caria.ay (the "Disney Prot*
1011 Sitatot to a Long-Term rtari-Paty Lease
The Anaheim Rasa% Boukay Pm on ma
ri Cay Bourdary
, Disneyland Resort Specific Plan No. 92-1 Boundary
Anaheim Resort Specific Pan No. 92-2 Bouldary
Hotel Cat* Specific Plan No. 93-1 Boundary
WASS
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EXHIBIT D
DisneylandForward Conditions of Approval
The DisneylandForward Conditions of Approval enclosed were adopted by Resolution No. [Insert Number]. Any revisions will be incorporated in the final version of the Development Agreement.
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DisneylandForward Conditions of Approval
The conditions of approval include all mitigation measures and project design features as part of Mitigation Monitoring Program (No. 387) for this project (as required by Section 21081.6 of the Public Resources Code). For purposes of these conditions of approval, the following terms are used:
a. Applicant: Walt Disney Parks and Resorts U.S., Inc., its successors and assigns. b. Property Owner/Developer: Any owner or developer of properties owned by Walt Disney Parks and Resorts U.S., Inc. or other subsidiaries of The Walt Disney Company within the Disneyland Resort Specific Plan (DRSP) or the Anaheim Resort Specific Plan (ARSP).
c. The Disneyland Resort: The Project site encompasses The Disneyland Resort, including the Theme Park, Parking and Southeast Districts of the DRSP, and properties in the ARSP Commercial Recreation (C-R) District (Development Area 1) owned or controlled by Walt Disney Parks and Resorts U.S., Inc. or other subsidiaries of The Walt Disney Company.
NO. CONDITIONS OF APPROVAL RESPONSIBLE
DEPARTMENT
PRIOR TO GRADING PERMIT ISSUANCE
1 That prior to issuance of each grading permit, a rough or precise grading plan prepared by a registered Civil Engineer shall be submitted to the City Engineer for review and approval.
Public Works Department,
Development Services
PRIOR TO ISSUANCE OF STREET IMPROVEMENT PLAN
2 That prior to approval of each street improvement plan the following shall be provided (for a one (1) year maintenance period) in a manner acceptable to the City Engineer:
A. Public Realm Parkway and median island landscaping
and irrigation maintenance.
B. Provision for the replacement of any tree planted in accordance with landscaping plans in a timely manner
in the event that it is removed, damaged, diseased,
and/or dead.
Public Works Department,
Development Services
_
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PRIOR TO APPROVAL OF TTM OR TPM OR ISSUANCE OF A BUILDING PERMIT 3 That prior to the approval of each tentative tract or parcel map or issuance of each building permit, whichever occurs first, Public Utility Easements (PUEs) will be recorded and/or abandonment of PUEs will be processed to the satisfaction of the Public Utilities Department for the following circumstances:
A. As a result of increases in right of way where electrical, water, and communication facilities are located adjacent to the existing right of way, the facilities shall be either located within the new right of way or relocated to new adjacent areas requiring a PUE.
B. The undergrounding of power and communication lines
along the major streets will result in the need to obtain PUEs for placement of pad mounted or subsurface
equipment and related facilities required as a result of the overhead to underground conversion work.
C. Alterations to existing private buildings and/or
construction of new structures (buildings, signs,
landscaping elements, etc.) may require relocation of
existing electrical, water, and/or communication
facilities. This will require abandonment of existing
PUEs and recordation of new PUEs to accommodate the
relocation. Such relocations shall be performed at the
property owner/developer's cost.
D. Abandoning of existing public streets and/or rights of way will require PUEs for public utilities currently in place or relocation of public utilities and recordation of new PUEs by property owner/developer.
,
Public Utilities
Department, Electrical
Services Division
4 That prior to the approval of each final tract or parcel map, vehicular access rights to all public streets adjacent to subject tract or parcel except at approved access points, shall be released and relinquished to the City of Anaheim.
Public Works Depaihnent,
Development Services
5 Prior to approval of a tentative tract or parcel map, or issuance of a building permit, vehicular access points to the public streets shall be subject to the review and approval of the City Traffic Engineer. All access points shall be in substantial conformance with the District Concept Plans in Section 5.0, "Design Plan", of the Specific Plan document.
Public Works Department,
Traffic Engineering
Division
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PRIOR TO BUILDING PERMIT ISSUANCE
6 That prior to issuance of each building permit unless records indicate previous payment, a fee for street lighting purposes shall be paid to the City of Anaheim based on the length of street frontage in an amount as established by City Council resolution with credit against the fee given for City authorized
improvements installed by the property owner/developer.
Public Utilities
Department, Electrical
Services Division
7 That prior to submittal of an application for a building permit for the East Public Parking Structure, the property owner/developer shall meet with the City Traffic Engineer to develop plans prepared to the satisfaction of the City Traffic Engineer showing a minimum of fourteen (14) toll lanes and a minimum of 500 Public Works Department,
Traffic Engineering
Division
vehicle storage capacity prior to the toll booths or alternative configuration approved by the City Traffic Engineer based on a traffic study, and prior to final building and zoning inspection for the East Public Parking Structure said toll lanes/storage capacity or alternative configuration approved by the City Traffic Engineer shall be provided.
8 That prior to issuance of building permits for each hotel or Vacation Ownership Resort parking facility, plans shall show the location and configuration of hotel or Vacation Ownership Resort employee and guest parking spaces.
Planning and Building
Depar tment, Planning
Services Division
9 Prior to submitting an application for a building permit for each Disneyland Resort hotel or Vacation Ownership Resort project, the hotel or Vacation Ownership Resort project shall be designed to accommodate airport bus service to and from the hotels or Vacation Ownership Resort project and plans showing these areas, accessible to the general public, shall be submitted to the City Traffic Engineer for review and approval as part of an application for the building permit.
Public Works Department,
Traffic Engineering
Division
10 Prior to issuance of a building permit for a Parking Facility in the East Parking Area and/or adjacent ARSP Parking Overlay, the property owner/developer shall submit a comprehensive wayfinding program for vehicular access and pedestrian access to the City for review and approval by the Public Works Director and Planning Director if in the public right-of-way and the Planning Director if on private property. The approved
wayfinding program shall be installed prior to final building and zoning inspections of the Parking Facility.
Public Works Department,
Traffic Engineering
Division;
Planning and Building
Department, Planning
Services Division
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- —
11 Prior to issuance of a building permit for a Parking Facility in the East Parking Area and/or adjacent ARSP Parking Overlay, the property owner/developer shall submit vehicle access plans from Disney Way and/or Manchester Avenue/Clementine Street to the parking facility prepared to the satisfaction of and subject to review and approval by the City Engineer. Plans shall include, but not be limited to, design and width of proposed driveways, design of potential vehicle ramps to and from the parking facility to Disney Way including height (clearance over street grade and maximum height of ramp) and width of the ramp and any
associated right-of-way improvements, including lane
configurations, signal modifications, use of concrete under the ramp, and sidewalk/parkway modifications. The property
owner/developer shall be responsible for all costs associated with modifications to the public right-of-way and all access improvements shall be completed to the satisfaction of the City Engineer prior to final building and zoning inspections of the Parking Facility.
Public Works Department,
Traffic Engineering
Division
12 Prior to submittal of an application for a building permit for a Public Works Department, new public parking facility, the property owner/developer shall Traffic Engineering meet with the Public Works Department, Traffic Engineering Division Division, to develop a general operations plan for the new public parking facility containing information required by the City Traffic Engineer relating to such matters as ingress and egress to/from the structure during normal, moderate and peak periods of vehicle flow; speed parking operations including conflict minimization, direction of oversized vehicles and direction of vehicles requiring ADA-accessible spaces; location of cast parking; location of electric charging stations; emergency ingress/egress; and any other information deemed material to the City Traffic Engineer relating to the structure's operation. The operations plan shall be approved by the City Traffic Engineer prior to issuance of a building permit. Any changes to the operations plan shall be reviewed and approved by the City Traffic Engineer.
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PRIOR TO FINAL BUILDING AND ZONING INSPECTIONS
13 That prior to final building and zoning inspections, the water backflow equipment and any other large water system equipment shall be installed to the satisfaction of the Public Utilities Department, Water Utility Division, in either underground vaults or behind the Setback Realm area in a manner fully screened from all public streets and alleys. Such information shall be specifically shown on the plans submitted for building permits.
Public Utilities
Department, Water Utility
Division
ONGOING/GENERAL14 That pedestrian walkway lighting plans in the public right of way shall be reviewed and approved by the Public Utilities
Department, Electrical Services Division and the Police Department prior to installation.
Public Utilities
Department, Electrical
Services Division;
Anaheim Police
Department
15 ...
That the roadway lighting of all public streets shall be designed in accordance with the Anaheim Resort Identity Program and associated construction specifications.
Public Utilities
Department, Electrical
Services Division
16 That the property owner/developer shall pay or cause to be paid all costs associated with replacing the existing City street light system within the public right of way adjacent to or within the Disneyland Resort Specific Plan Area or Anaheim Resort
Specific Plan Area with street lights designed in accordance with the Anaheim Resort Identity Program.
Public Utilities
Department, Electrical
Services Division
17 That all trees planted in the Public Realm shall be planted in accordance with the standard City Tree Planting Detail.
Public Works Depai tinent,
Development Services
18 That no development shall occur unless such development is substantially in accordance with The Disneyland Resort Specific Plan No. 92-1 document on file with the Planning Department Amendment No. 9, as adopted by Ordinance No. and with
Planning and Building
Department, Planning
Services Division
the Anaheim Resort Specific Plan No. 92-2, on file with the Planning Department, Amendment No. 17, as adopted by
Ordinance No. .
19 That, in the event a parcel is subdivided and there is a need for common on- site circulation and/or parking, prior to the recordation of a subdivision map, an unsubordinated covenant providing for reciprocal access and/or parking, as appropriate, Planning and Building
Department, Planning
Services Division
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approved by the City Traffic Engineer and the Planning and Building Department and in a form satisfactory to the City Attorney, shall be recorded with the Office of the Orange County Recorder. A copy of the recorded covenant shall then be submitted to the Planning Services Division of the Planning and Building Department.
20 Ongoing during project operation of the West Public Parking Structure(s), a minimum of eleven (11) toll lanes and a minimum of 500 vehicle storage capacity prior to the toll booths accessed directly from Disneyland Drive shall be provided, unless the City Traffic Engineer approves an alternative configuration.
Public Works Department,
Traffic Engineering
Division
21 That any modifications to the restricted setback in Project Design Section 3.3-10, to Walnut Street (e.g., turn restrictions, narrowing of street, etc.) other than those approved as part of the DisneylandForward Project shall be subject to the review and approval of the Planning Commission. All modifications shall be designed and constructed to the satisfaction of the City Engineer.
Public Works Department,
Traffic Engineering
Division;
Planning and Building
Depal intent, Planning
Services Division
22 That should pedestrian bridge(s) over Harbor Boulevard or pedestrian bridges/overpasses over Disneyland Drive be
constructed, safe and convenient pedestrian access to/from the east parkway side of Harbor Boulevard and to/from the east parkway side of Disneyland Drive, respectively, shall be provided during construction by the property owner/developer, to the satisfaction of the City Engineer.
Public Works Department,
Traffic Engineering
Division
23 Ongoing, any parking facility in the Southeast District shall be loaded and emptied to minimize evening noise generation, in compliance with the City's noise ordinance
Planning and Building
Depaitment, Planning
Services Division
24 In the event the existing Harbor Boulevard Drop off Area is proposed to be relocated adjacent or internal to the East Parking Facility and/or in a parking facility in the adjacent ARSP Parking Overlay, that prior to submittal of an application for a building permit for the East Parking Facility or a Parking Facility in the adjacent ARSP Parking Overlay, the property owner/developer shall meet with the City Traffic Engineer to review the location and design of the drop-off area. The design plan of drop-off area shall be subject to the review and approval of the City Engineer.
Prior to fmal building and zoning inspections of said facility, the drop-off area shall be provided by the property owner/developer in accordance with the approved design plan.
Public Works Department,
Traffic Engineering
Division
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25 That within thirty (30) days of the City Council's action on Amendment No. 9 to The Disneyland Resort Specific Plan No. 92-1, the property owner/developer shall provide the Planning and Building Department with three (3) printed copies and one (1) electronic copy of an amended Specific Plan document reflective of the City Council's action. Upon the Planning Department's review and approval of the amended document as being in conformance with the City Council's action three hard copies of the final amended document and electronic copies Planning and Building
Department, Planning
Services Division 1
1 1
prepared to the Planning Director's satisfaction including all text and graphics in the document to enable amendments to be made to the document in the future, if necessary, shall be provided by the property owner/developer to the Planning Department. 26 That the property owner/ developer, as specified in the individual mitigation measures, shall be held responsible for compliance with the mitigation measures and implementation of the project design features identified in Final Subsequent EIR No. 352 and for complying with the Mitigation Monitoring Program No. 387, in compliance with Section 21081.6 of the Public Resources Code. Furthermore, the property owner/developer, as specified in the individual mitigation measures and the project design features, shall be responsible for any direct costs associated with the monitoring and reporting required to ensure implementation of those mitigation measures and project design features identified in Final Subsequent EIR No. 352.
Planning and Building
Department, Planning
Services Division
27 That every five years following the adoption of Ordinance No. for Amendment No. 9 to the Disneyland Resort Specific
Public Works Department,
Traffic Engineering
Plan, the property owner/developer shall submit a parking Division evaluation to the City Traffic Engineer for review and approval, to assess the adequacy of parking for The Disneyland Resort project. The parking evaluation shall be paid for by the property owner/developer and shall be prepared to the satisfaction of the City Traffic Engineer. If the parking evaluation indicates that parking is deficient, then additional parking spaces shall be provided in accordance with the recommendations of the
evaluation and in conformance with the Disneyland Resort Specific Plan.
28 Ongoing, the southerly vehicular access to the West Parking Area on Magic Way shall be provided so long as the parking facility is required to serve the Project.
Public Works Department,
Traffic Engineering
Division
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29 Ongoing, to prevent toll booth queues from reaching public streets and potentially causing congestion, the property Public Works Department,
Traffic Engineering
owner/developer shall implement the following operational contingency at theme park Parking Facilities during peak arrival periods approximately 15 to 20 days per year to speed up processing of vehicles through the toll booths. During peak arrival periods, property owner/developer traffic managers and Division
Anaheim traffic control officers shall visually monitor traffic conditions. If and when traffic in the toll booth queues reaches a public street, the traffic managers shall contact the on-duty toll booth manager and the property owner/developer shall provide complimentary parking to arriving guests, typically in 20- to 100-car blocks, to allow free flow of vehicles until the queues reduce and queues no longer reach a public street.
30 No later than thirty (30) days after the City Council's action on Amendment No. 9 to The Disneyland Resort Specific Plan No.
Public Works Department,
Traffic Engineering
92-1, the property owner/developer shall cease using Gate 26 on Division Walnut Street as an authorized access point for vehicle ingress to the Project site, and no later than five (5) years after said City Council action date shall cease using Gate 26 as an authorized point of vehicle egress from the Project site onto Walnut Street.
In no event shall these shifts in vehicle access be considered to restrict emergency and/or security vehicles from using Gate 26 for access to and from the Project site, or to prevent the property owner/developer from allowing use of Gate 26 for vehicle ingress or egress in exigent circumstances.
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EXHIBIT E
List of Current Projects
• Mickey & Minnie's Runaway Railway: a trackless dark ride located in Mickey's Toontown that features an original story themed to the cartoon world of Mickey Mouse • Mickey's Toontown refurbishment: an extensive reimagining of several attractions including Goofs House, Donald's Boat, and several other areas in a family-friendly themed land • The Villas at Disneyland Hotel: a Disney Vacation Club resort in a brand new fourth tower at Disneyland Hotel
• Pixar Place Hotel refurbishment: a transformation and reimagining of the lobby, guestrooms, exterior, and other spaces at Pixar Place Hotel (formerly Paradise Pier Hotel) • Tiana's Bayou Adventure: an extensive retheming of a log flume thrill ride (formerly Splash Mountain) into a "Princess and the Frog" inspired attraction located in Critter Country • Avengers Campus E-ticket attraction: an E-ticket attraction located in Avengers Campus and inspired by Marvel's "Avengers"
• Disneyland Resort Maintenance Capital projects: Various maintenance capital projects meeting the description set forth in Section 1.51 of this Agreement, the Costs of which are by defmition excluded from Costs of Qualified Theme Park and/or Lodging Improvements and thus do not apply toward meeting Disney's development commitment under Section 3.1.2.
This List of Current Projects shall remain unchanged notwithstanding any delay in the Effective Date due to an Enforced Delay, but in no event shall this sentence be interpreted as allowing any Cost of Maintenance Capital, whenever incurred, to become a Cost of Qualified Theme Park and/or Lodging Improvements.
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4iT**Tti i
Tearn'Dizney -
Anaheim
Existing Grand
Catifeiiiian Motif an
RilailDining and
Enterkrin Lisos
_ (Downtown eisney
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mans: 41,7Y-t7 ' vik k- i Ltet rharyr, earverY, cc :V teach 2024 .-• 2. Therne.;xxits retooled boaltoeforofeer o-ro:
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sElitrciii7c4 Area and
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EXHIBIT F
Disneyland [and Disney California Adventure]
Disneyland Theme Park and CA Adventure Theme Park
MA:: PEA-La-Es
• Die yictiC S'em. POCK
CI; Disney caiifornia ACIYOrttAlf Thvemit Cam
=I ream Dilrt.ey ArICIPPirf SiedosAmoicos
Cry Copal lot Data 3=
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F-1
EXHIBIT G
Impact Fees
• Traffic Signal Assessment Fee (AMC § 14.58).
• Citywide Transportation and Impact and Improvement Fee (AMC § 17.32). • Fire Protection Facilities and Paramedic Services Impact Fee for Anaheim Resort (AMC § 16.41).
• Anaheim Resort Water Facilities Fee Program (Rule 15E, Resolution No. 95R-140). • Sanitary Sewer Impact and Improvement Fee Program for Central City Area (AMC § 10.12.085).
• Storm Drain Impact Fee and Improvement Fee for South Central Area (AMC § 10.14.020). • Other Impact Fees in Existence as of the Effective Date.
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EXIEHBIT H
Mitigation Monitoring Plan
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Termsand Definitions
Applicant- WaltDisneyParksand Resorts U.S., Inc.
Ii SECTION 4.0
THE DISNEYLANDFORWARD PROJECT
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Aesthetics
Mitigation
Measure/Project
Design Feature
Number
Prior to issuance of each building permit for each parking facility along Walnut Street; o t be implemented prior to each
final building and zoning
inspection
Prior to final building and zoning inspections Prior to issuance of each building permit; to be implemented prior to final building and zoning inspections
The property owner/developer shall submit plans whichdetail the lighting system for the parking facilities along Walnut Street, BallRoad, Haster Street and along interior property lines abutting residential neighborhoods. The systems shall be designed and maintained in such a manner as to conceal light sources to the extent feasible to minimize light spillage and glare to the adjacent uses. The plans shallbe prepared and signed by a licensed electrical engineer, with a letter from the engineer stating that, in the opinion of the engineer, this requirement has been met.
Private streets within the Anaheim Resort Specific Plan area shallhave street lights installed which are compatible with the design standards usedfor the public streets as determined by the Public Utilities Department. The property owner/developer shall submit plans whichillustrate that all mechanical equipment and trash areas for the subject buildings will be screenedfrom adjacent• public streets and adjacent residential areas.
Measure
Planning & Building Department, Planning
Services Division
Planning & Building Department, Planning
Services Division;
Public Utilities Department
Planning & Building Department, Planning
Services Division
Responsible for
Monitoring
Completion -a3uutTdmo3 oinsua
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eachdemolition or building
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first
Prior to final building and
zoning inspection or
whenever established; and
on an ongoing basis
A Construction Barrier Plan showing the location and types of barriers shall be in place during grading and construction. Said plan shall provide for all construction areas to be screened from view in compliance with the City of Anaheim MunicipalCode and shall include provision for the type and height of the barriers to be placed along all construction perimeters prior to the commencement of demolition, Site preparation or grading, whichever occurs first.
The property owner/developer shall participate in a landscape assessment and maintenance district for the Anaheim Resort.
Public Works Department, Traffic and Transportation
Division; Planning & Building Department, Planning Services Division Planning andBuilding
Department, Planning
Services Division
Utilities Department, Resource Efficiency
Section
i.
17Z57170 UOISIZA 110p1130Xarentj
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Prior to issuance ofbuilding
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Timing Measure Responsible for
Monitoring
Prior to issuance of each The proposedSpecific Plan incorporates design guidelines as well as zoning andPlanning & Building building permit development standards, many of whichhave been designed to reduce the potentialDepartment, Planning visual impacts of the project and to present a visually integrated resort area, including: Services Division •
The DisneylandResort Specific Plan provides for heavily landscaped streetscapes and gives the guidelines for trees and shrubs, light fixtures, benches, monuments, and signs located within the landscaped area. •
The East andWest Parking Areas and the hotel parking facilities willhave landscaped setbacks from the public right-of-way and are restricted in height. •
Rights-of-way willbe landscaped to add to the aesthetics of the area. •
The landscape treatments will vary to create distinct places visually. •
The West Parking Area and hotel parking facilities will be terraced backfrom Walnut Street with landscaping treatments above 40feet, In addition, canopy trees willbe plantedin a center median on Walnut Street, and the parkway along the street willbe landscaped.
•
A coordinated color theme for major street features willbe incorporated into the design.
•
The service areas and back-of-house areas willbe screenedfrom public view. •
All rooftop equipment on buildings willbe screened as per the Specific Plan. •
Alayeredlandscape treatment in the setback realm will provide screening of a 9-14 feet in height sound wall adjacent to the Southwest Parking Area.
All plumbing or other similar pipes and fixtures located on the exterior of the building shallbe shown on plans as ful y l screened from view of adjacent public rights-of-way andfrom adjacent properties by architecturaldevices and/or appropriate building materials. A note indicating that these improvements willbe installed prior to final building and zoning inspections shallbe specifically shown on the plans submitted for building permits.
Planning &Building Department, Planning
Services Division
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The property owner/developer shall submit to the Planni ng and Buildi
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systems have been installedin accordance withlandscapi
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connection with the buildi
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Plans shall show that no shuttle/bus/vehicular drop-off areas shallbe permittedin hotel •
or vacation ownership resort front setback area.
The property owner/developer shallbe responsible for the removal of any on-site grafiti within 24hours ofits application.
All air conditioni
ng facilities and other roof and ground-mounted equipment shallbe shown on plans as shiel
dedfrom public view and the sound buffered to comply with City of Anaheim noise ordinances from any adjacent resi dential or transient-occupied
properties. A note indicati
ng that these improvements shall be installed prior to final building and zoning inspections shall be specifically shown on the plans submitted for buildi
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Measure
Plans shall show compliance with the 360-Degree ArchitecturalTreatment Criteria set forth in the Disneyland Resort Specific Plan and the Anaheim Resort Specific Plan.
Planni
ng & Buildi
ng
Department, Planni
ng
Services Division;
Public Works Depart
ment,
Development Services
Division Planni
ng & Buildi
ng
Department, Planni
ng
Services Division
Planni
ng &
Building
Depart
ment, Planni
ng
Services Division
Planni
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Department, Code Enforcement Division
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Use clean fuelfor attraction rides and other uses, as practicable.
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a. Normal wetting procedures (at least twice daily) or other dust palliative measures shall be followed during earth-moving operations to minimize fugitive dust emissions, in compliance with the City of Anaheim Municipal Code including application of chemical soil stabilizers to exposed soils after grading is completed and replacing ground cover in disturbed areas as quickly as practicable. b.
For projects where there is excavation for subterranean facilities (such as parking) on-site haul roads shallbe watered at least every two hours or the on- site haul roads shallbe paved.
c.
Enclosing, covering, watering twice daily, or applying approved soil binders, according to manufacturer's specification, to exposed piles. d.
Roadways adjacent to the project shallbe swept and cleared of any spilled export material at least twice a day to assist in minimizing fugitive dust; andhaul routes shall be cleared as needed if spills of material exportedfrom the project site occur. e.
Where practicable, heavy duty construction equipment shallbe kept onsite when not in operation to minimize exhaust emissions associated with vehicles repetitiously entering and exiting the project site.
The following will be achieved: (1) the 1.5 AVR target for all cast and (2) the average length of the out-of-area guest stay of1 .72 days, or a demonstration that the SCAG VMT reduction targets have been met through other means. - .-`• p, 0, 0
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Ongoing during construction Prior to issuance of each grading permit (for Import/Export Plan) and prior to issuance of demolition permit (for Demolition Plan) The property owner/developer shallimplement the following to limit emissions from Planning & Building architectural coatings and asphalt usage: .Department, Building Division
a.
Use nonsolvent-based coatings on buildings, wherever appropriate. b.
Use solvent-based coatings, where they are necessary, in ways that minimize solvent emissions.
Encourage use of high-solid or water-based coatings.
All public day-use parking facilities, not including hotel, hotel accessory uses or cast Public Works parking facilities, will have a crew of cast members, based on parking predictions, on Department, Traffic each lot or facility level, to assist speed parking procedures. In addition, the East and and Transportation West public parking structures and any parking structure in the Southeast District willDivision incorporate the following design features on each facility level, to assist speed parking procedures:
1. Signage designed to enhance smooth traffic flows and reduce traffic flows on each facility level.
Measure Responsible for Completion
Monitoring
The property owner/developer shall submit Demolition and Import/Export Plans. The plans shallinclude identification of offsite locations for material export from the project and options for disposal of excess material. These options may include recycling of materials onsite, sale to a soil broker or contractor, sale to a project in the vicinity or transport to an environmentally clearedlandfill, with attempts made to move it within Orange County. The property owner/developer shall offer recyclable building materials, such as asphalt or concrete for sale or removalby private firms or public agencies for use in construction of other projects, if not all can be reused on the project site.
Public Works Department, Traffic and Transportation Division 17ZSZt0 uotsJaAuotirtaaxaF
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The property owner/developer shallimplement, anddemonstrate to the City, that project design willincorporate the following energy-saving features. This energy savings will also contribute to reduced operation-related air quality impacts. These measures may include, but are not limited to the following: a.
Improve thermalintegrity of structures and reduced thermalload through use of automated time clocks or occupant sensors.
b.
Incorporate eficient heating and other appliances.
c.
Incorporate energy conservation measures in site orientation and in building design, such as appropriate passive solar design and proper sealing of buildings. d.
Use water-wise landscaping wherever feasible to reduce energy used in pumping and transporting water.
e.
To the extent feasible, provide daycare opportunities for employees or participate in a joint development daycare center.
f.
Install facilities for electric vehicle recharging, unless it is demonstrated that the technology for these facilities or availability of the equipment current at the time makes this installation infeasible.
The property owner/developer will implement a comprehensive and aggressive Transportation Demand Management (TDM) program for all project employees.
2. Speed ramps which will take cars directly to the level that has available spaces, thus eliminating circulation movement and time involved with hunting for a space. The speed parking striping and procedures currently used at the Disneyland theme park parking lot willbe adapted to use within the parking structures and willbe designed to safely park 60 cars per minute. (Refer to The Disneyland Resort Specific Plan and the Anaheim Resort Specific Plan.)
3. Ceiling clearances and lateral clearances, an open well design, and enhanced lighting levels will eliminate the enclosedfeeling of a standard garage, which tends to slow drivers. el tl 'V 71 ' CI
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Prior to issuance of a grading permit
During construction activities Prior to issuance of each The public parking facilities, which may be used for theme park guest parking, shall building permit for public be designedin accordance with the speed parking procedures set forthThe Disneyland day-use parking facilities Resort Specific Plan and the Anaheim Resort Specific Plan which will assist in reducing vehicular fuel from idling engines.
Prior to issuance of the first The property owner/developer shall submit a human health risk assessment (HRA) for building permit any proposed sensitive land uses (according to SCAQMD standards at that time) to be located within 500 feet of the near edge of the 1-5 freeway unless it is demonstrated that the health risks have been determined to be acceptable according to the standards of the SCAQMD at the time ofbuilding permit application. 13 of
For all offroad engines that are diesel and above 50brake horsepower, the contractor shall use engines that comply with USEPA Tier 4 offroad engine standards.
If two or more dust-generating construction projects, which collectively willdisturb 15 acres or more and which have demolition, excavation, or grading activity scheduled to occur concurrently, a Localized Significance Threshold analysis shallbe prepared.
If the LST analysis determines that the establishedLocalized Significance Thresholds for NOx, PM2.5, or PM10 wouldbe exceeded, then modifications to construction equipment profiles, modifications to construction schedules, or additional pollution reduction measures shallbe implemented.
Measure
Planning & Building
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MM BIO-1 Prior to the issuance of a Aletter detailing the proposed schedule for vegetation removal and buildi g n Planning & Building demolition permit, grading demolition activities shallbe submitted to the Planning and Building Department, Department, Planning permit, or building permit, verifying that removal shall take place between August 1 and January 31 to avoid the Services Division whichever occurs first bird nesting season. If this is not feasible, the property owner/developer shall implement MM B10-2.
Biological Resources
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The property owner/developer shall submit evidence that low emission paints andPlanning & Building coatings are utilizedin the design and construction of all buildings in compliance with Department, Building SCAQMD regulations, including SCAQMD Rule 1113. This information shallbe Division denoted on the project plans and specifications. The property owner/developer shall also submit an architectural coating schedule and calculations demonstrating that VOC emissions from architectural coating operations would not exceed 75 pounds per day averaged over biweekly periods. The calculations shall show, for each coating, the surface area to be coated, gallons (or liters) of coating per unit surface area, and VOC content per gallon (or liter). The property owner/developer shall also implement the following to limit emissions from architectural coatings and asphalt usage:
a.
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Use solvent based coatings, where they are necessary.
Measure Responsible for
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The property owner/developer shall provide written evidence of compliance to the Planning & Building Planning & Building Director or their designee that all construction activities shallDepartment, Building comply with SCAQMDRules 402 and 403, which shall assist in reducing short term Division; Public Works air pollutant emissions. SCAQMD Rule 402 requires that air pollutant emissions not Department, be a nuisance off site. SCAQMDRule 403 (Tables 1, 2, and3 of Rule 403) requires Development Services that fugitive dust be controlled with the best available control measures so that the Division presence of suchdust does not remain visible in the atmosphere beyond the property line of the emission source. This requirement shall be included as notes on the contractor specifications. tiZSZt70 UO!SiaA UOR1ID3X3 TRITH
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A pre-construction nesting bird survey of structures to be demolished and/or vegetation to be removed shallbe conductedby a qualified Biologist no more than three days prior to such work occurring. If the Biologist does not find any active nests within or immediately adjacent to the impact area, the vegetation clearing/construction work shall be allowed to proceed. The pre-construction nesting bird survey shallbe updated following any work stoppage of two weeks or longer.
If an active nest of a bird species protected under California Fish and Game Code or the Migratory Bird Treaty Act is identified within or immediately adjacent to the construction area, and the Biologist determines that the nest may be impacted or breeding activities substantially disrupted, the Biologist shall delineate an appropriate no-impact buffer zone (at a minimum of 25feet) around the nest depending on the sensitivity of the species and the nature of the construction activity. All nests and associated buffers shallbe mapped on the construction plans. The active nest shallbe protected until nesting activity has ended. The following restrictions to clearing and/or construction activities shallbe required until nest(s) are no longer active, as determined by a qualified Biologist: (1) clearing limits shall be established within a buffer around any occupied nest (the buffer shallbe 25-100 feet for nesting birds and300- to 500- feet for nesting raptors), unless otherwise determined by a qualified Biologist; and (2) access shall be restricted within the buffer of any active nest, unless otherwise determined by a qualified Biologist. Encroachment into the buffer area around a known nest shall only be allowedif the Biologist determines that the proposed activity would not disturb the nest occupants. Once the qualified Biologist has determined that fledglings have left the nest, there is no evidence of a second nesting attempt, or the nest has failed, construction can proceed within the buffer zone. pi . • CD CD
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For properties that contain a structure over 45 years old, property owners/developers shall submit o t the Planning andBuilding Department, Planning Services Division, documentation o t verify the presence/absence of historic resources. On properties where resources are identified, such documentation in accordance withHABS standards shall provide a detailed mitigation plan, including a monitoring program and recovery and/or in situ preservation plan, based on the recommendations of a qualified specialist.
The property owner/developer shall submit a letter identifying the certified archaeologist that has been hired to ensure that the following actions are implemented:
a.
The archaeologist must be present at the pre-grading conference in order to establish procedures for archaeological monitoring, as well as for temporarily halting or redirecting work to permit the sampling, identification, and evaluation of artifacts if potentially significant artifacts are uncovered. Specific monitoring procedures willbe established based on review of site specific conditions, including presence of native soils, anticipated construction activities, and nature of grounddisturbance including depth of excavation. If artifacts are uncovered anddetermined to be significant, the archaeological observer shalldetermine appropriate actions in cooperation with the property owner/developer for exploration and/or salvage.
b. Specimens that are collected prior to or during the grading process shall be donated to an appropriate educational or researchinstitution. c.
Any archaeological work at the site shallbe conducted under the direction of the certified archaeologist. If any artifacts are discovered during grading operations when the archaeological monitor is not present, grading shallbe 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 Planning andBuilding Department within ninety days.
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The project shall be developedin conformance withThe DisneylandResort Specific Planning & Building Plan and shall offer a broaddiversity of theme park, retail, dining and entertainment Department, Planning , experiences which will enhance the destination resort character ofThe Disneyland Services Division Resort. As a result, many visitors will extend their length of stay; thus, incremental vehicular trips to andfrom the site are expected to be reduced.
The property owner/developer shallincorporate feasible renewable energy generation measures into the project. These measures may include but not be limi ed t to use of renewable biofuels, solar and small wind turbine sources on new and existing facilities and the use of solar poweredlighting in parking areas.
The property owner/developer shalldemonstrate on plans that fuel-efficient models of gas-poweredbuilding equipment have been incorporatedinto the proposed project to the extent feasible. The Southern California Gas Company has developed several programs which are intended to assist in the selection of most energy-efficient water heaters andfurnaces. The property owner/developer shallimplement a program, as required, to reduce the demand on natural gas supplies.
Any new system improvements (e.g., substation, line connections), if required, shall be constructedin accordance with the City's Electric Rates, Rules and Regulations and ElectricalSpecifications. ElectricalService Fees and other applicable fees will be assessedin accordance with the then current Electric Rates, Rules and Regulations and Electrical Specifications. The property owner/developer shall submit plans and calculations to demonstrate that I the energy efficiency of each building will exceed the Title 24, Part 6, Building Energy Efficiency Standards current at the time of application by at least 10 percent.
Measure
Planning & Building Department, Building Division; Utilities Department, Resource Efficiency Section Planning & Building
Department, Building Division; Utilities Department, Resource Efficiency Section
Utilities Department, Resource Efficiency
Section
Planning & Building Department, Building Division; Utilities Department, Electric Services Division
Planning & Building Department, Building Division; Utilities Department, Resource Efficiency Section Responsible for
Monitoring
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1 MM GE0-3 Prior to issuance of each
foundation permit
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building permit
MM GEO-1 Prior to approval of each
grading plan
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,o1 Prior to the issuance of 1 building permits Timing Prior to the issuance of each building permit The property owner/developer shall submit a report prepared by a geotechnical engineer to the Planning andBuilding Department, Building Division for review and approval, which shallinvestigate the subject foundation excavations to determine if soft layers are present immediately beneath the footing site and to ensure that compressibility does not underlie the footing. The property owner/developer shall submit plans to the Planning and Building Department, Building Division for review and approval showing that the proposed structure has been analyzed for earthquake loading and designed according to the most recent seismic standards in the California Building Code adoptedby the City of Anaheim.
The property owner/developer shall submit to the Planning and Building Department, Building Division for review and approval, detailed foundation design information for the subject building(s), preparedby a civil engineer, based on recommendations by a geotechnical engineer.
The property owner/developer shall submit to the Public Works Department, Development Services Division, for review and approval a thorough soils and geological report for the area to be graded, based on proposed grading and prepared by an engineering geologist and geotechnical engineer. The report shall comply with Title 17 of the Anaheim MunicipalCode.
The property owner/developer shallbe required to demonstrate to the Planning Department, Building Division that building plans meet the applicable California Green Building Standards.
Measure
The property owner/developer shall be required to prepare and submit to the City for review and approval (1) a Landscape Documentation Package and (2) landscape and irrigation plans with appropriate water use calculations in accordance with the requirements ofAnaheim Municipal Code Chapter 10.19, Landscape Water Efficiency.
Planning & Building Department, Building
I Division
Planning & Building Department, Building Division
Planning & Building Department, Building Division
Public Works Department, Development Services Division
Planning & Building Department, Building
Division
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As discussed in Draft Subsequent EIR No. 352, Section 5.7, Greenhouse Gas Emissions, incorporates SRs, MMs, and PDFs from Section 5.1, Air Quality; Section 5.5, Energy; Section 5.9, Hydrology and Water Quality; Section 5.14, Transportation; and Section 5.16, Utilities and Service Systems.
Greenhouse Gas Emissions
Mitigation
Measure/Project Design
Feature Number
Prior to approval of a grading plan or issuance of a
demolition permit,
whichever occurs first
Ongoing during demolition and construction
Prior to any relocation of transformers that may contain PCBs which are being moved or relocated as part of project development ti
S
E. frct
The property owner/developer shall submit a Phase I Environmental Site Assessment (ESA) prepared pursuant to current ASTM Standard Practice for Environmental Site Assessments to identify potential threats to human health and the environment for review by the City. If possible hazardous materials are identified during the site assessments, the appropriate response/remedial measures will be implemented in accordance with the requirements of the Orange County HealthCare Agency (OCHCA) and/or the Regional Water Quality In the event that hazardous waste, including asbestos, is discoveredduring site preparation or construction, the property owner/developer shall ensure that the identifiedhazardous waste and/or hazardous material are handled anddisposed ofin the manner specifiedby the State of California Hazardous Substances Control Law (Health and Safety Code, Division 20, Chapter 6.5), according to the requirements of the California Administrative Code, Title 30, Chapter 22.
The transformers shallbe testedby the property owner/developer for PCBs.
Measure Responsible for Completion
Monitoring
Fire Department,
Environmental
Protection
Section; Orange
County Health
Care Agency
Fire Department,
Environmental
Protection Section
Utilities
Department,
Electric Services
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Mitigation
Measure/Project Timing Measure
Design Feature Number MM HAZ-4 Prior to issuance of a In areas known or thought to have been previously occupiedby underground storage grading or demolition tanks (USTs), or other hazardous materials or waste, and in areas where tank removal permit, whichever occurs has not been verified prior to excavation or grading; the property owner/developer first shall retain the services of a qualified environmental professional to conduct an investigation for known, or the presence of, cryptic tanks using geophysical methods that include the potential use of ground penetrating radar (GPR) or similar technologies to determine no abandoned USTs are present.
All remediation activities of surface or subsurface contamination not related to underground storage tanks (USTs), conducted on behalf of the property owner/developer, shallbe overseen by the Santa Ana RegionalWater Quality Control Board (SARWQCB) and witnessed by Anaheim Fire Department/Hazardous Material Management Section (HMS). Information on subsurface contamination from an underground storage tank shall be provided to the Santa Ana Regional Water Quality ControlBoard (SARWQCB) with a copy to Planning & Building.
The property owner/developer shall obtain a permit from the Hazardous Materials Management section of the Fire Department for removal of such tanks. During removal of the underground storage tank, a representative from the Hazardous I Materials Section (HMS) of the Fire Department shall be onsite to direct soil sampling.
Fire Department, Environmental Protection Section; Orange County Health Care Agency
Fire Department, Environmental
Protection Section; Orange County Health Care Agency
Responsible for 'Completion
Monitoring
Fire Department, Environmental Protection Section; Orange County Health Care Agency
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Prior to issuance of each demolition permit
All constructi
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facilities and i
nstallation of the new facilities, shallbe performed in compliance with South
Coast Air
Quality Management District (S
C
AQMD) Rule 1403 requiri
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survey for and proper abatement of asbestos-containi
ng materials prior to construction.
Activities at the Project Site shall comply with existing federal, State, and local regulations regardi
ng hazardous material
use, storage, disposal, and transport. All onsite generated waste that meets hazardous waste criteria shallbe stored, manifested, transported, and disposed of in accordance with the California Code of Regulations (Title 22) andin a manner to the satisfaction of the local Certified UnifiedProgram
Agency (CLJPA), as applicable.
All transport and transfer of hazardous materials shall be performed by a licensed hazardous waste hauler in compliance with all applicable State andfederal requirements, includi ng U.S. Department of Transportation regulations under Title 49 (Hazardous Materials Transportation Act) andTitle 40, Section 263 (Subtitle C of the Resource Conservation and Recovery Act) of the Code of Federal
Regulations;
California Department of Transportation (Caltrans) standards; and Division of Occupational Safety and Healthy (Cal/OSHA) standards.
Measure
The re
m
oval and disposal of any lead-based paint (LBP) encountered on site duri ng
Project i
mplementation shallbe performedby an LBP Abatement
Contractor that is
licensed and registered in
California pursuant to California Code of Regulations Title
17. All construction activities, includi
ng demolition and renovation of the existing
facilities and i
nstallation of the new facilities, shall be performedin compliance with allCalOSHA standards (California Code of Regulations, Title 8) to protect worker health and safety.
A hazardous buildi
ng material survey shall be conducted to verify the absence of hazardous buildi
ng materials and, if needed, future abatement by a California-licensed contractor, and/or removal and disposal in accordance withfederal, state, and local transportation and disposal regulations.
Air
Quality
Management District
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Ongoing during operation of
he Disneyland Resort
To reduce the project's demand on potable water, the property owner/developer shall install water lines onsite so that reclaimed water may be used for landscape irrigation and other purposes, if and when it becomes available.
The property owner/developer shall obtain coverage under the NPDES Statewide Stormwater Permit for GeneralConstruction Activities from the State Water Resources ControlBoard. Evidence of attainment shallbe submitted to the Planning andBuilding Department, Building Division.
The property owner/developer shallimplement standard practices from all applicable codes and ordinances to prevent erosion.
Measure
—
he property owner/developer shall provide for the following: cleaning of all paved areas not maintainedby the City of Anaheim including, but not limited to, private streets and parking lots on not less than a monthly basis. Using water to clean streets, arking lots, and other areas shall be allowed on a periodic basis if allowed in the roperty owner/developer's NPDES permit and allowable based on drought estrictions. Nightly washdown shallbe allowedin the theme parks and, where advisable to maintain safe and sanitary working conditions, the back-of-house area, if llowedin the property owner/developer's andCity's NPDES permit. Flushing debris, esidue, and sediment down the storm drains shall conform to the property wner/developer's NPDES requirements. Property owner/developer agrees that aterialdepositedin City storm drains shall not be in violation of the City's NPDES 1 ermit.
The property owner/developer shall submit a Certificate of Substantial Completion, as describedin the DisneylandResort Specific Plan, which establishes that the landscape irrigation systems have been installed as specifiedin the approvedlandscaping and irrigation plans.
Planning & Building Department, Planning
Services Division Planning & Building Department, Code
Enforcement Division
Public Works
Department,
Development Services Division
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Prior to issuance of the first buildi
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ARSP Properties Prior to issuance of the precise gradi
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Prior to issuance of buildi
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permits
Prior to eachfinal building and zoni
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nspection
Chapter 10.09 of the Anaheim Municipal
Code is the City's NPDES Ordinance, whichPlanning &Buildi ng
provides regulations to comply with the CWA, the California Porter-Cologne Water Department, Code Quality Control Act, and the City's NPDES permit. This ordinance prohibits the Enforcement Division discharge of specific pollutants into the storm water; regulates illicit connections to the r storm drain system; requires development projects to i mplement permanent BMPs on
The property owner/developer shall pay the Storm Drain Impact Fees which would go toward future storm drain i
mprovements within The Anaheim Resort area andSouth
Central City area.
The property owner/developer shall prepare Water Quality Management Plans (WQMPs) for review and approvalby the Public Works, Development Services. The WQMP shallidentify permanent site design, source control and treatment control Best Management Practices (BMPs) that will be used on the site to control predictable pollutant runoff. The WQMP shall also describe the long-term operation and maintenance requirements for the treatment controlBMPs and the mechanism for fundi
ng the BMPs. The WQMP shall be recorded agai
nst the property to ensure longterm compliance.
Development projects that will result in soil disturbance of one (1) or more acres of land shall comply with the State's Construction General Permit by fili ng a Notice of
Intent (NOI) with the State Water Resources Control Board (SWRCB) and implementing a Storm Water Pollution Prevention Plan (SWPPP). The property owner/developer shall provide the City E ngineer with evidence that an NOIhas been
filed with the SWRCB by providi
ng a copy of the NOI i
nvoice and the assignedWaste
, Discharger I
dentification (WDID) No. for the project. The SWPPP shallinclude Best Management Practices (BMPs) designed with a goal of preventing a net sediment load increase in storm water discharges relative to preconstruction levels and shall prohibit duri ng the construction perioddischarges of storm water or non-storm water at levels which would cause or contribute to an exceedance of applicable water quality standards containedin the Basin Plan. The BMPs shall address erosion control, sediment control, The property owner/developer shall provide written evidence that all storm drai n,
sewer, and street i
mprovement plans shall be designed and constructed to the satisfaction of the City E
ngineer.
The property owner/developer shall submit a letter
from a licensedlandscape architect
to the City certifyi
ng that the landscape i
nstallation and irrigation systems have been
installed as specified in the approvedlandscapi
ng and irrigation plans.
Public Works Department, Development Services Division
Public Works Depart
ment,
Development Services Division
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individual sites to reduce pollutants in the storm water; and requires localdischarge permits for non-storm water discharges into the storm drain system.
The property owrier/developer ofindividualdevelopments shall provide written proof to the Public Works Department, Development Services Division of a water quality certification and/or waste discharge requirement (WDR) as well as a plan for compliance with the discharge prohibitions, TMDLs, and various programs of the Santa Ana RWQCB. The Santa Ana RWQCB implements the Water Quality Control Plan for the Santa Ana River Basin through the issuance of individualWDRs; discharge prohibitions; water quality certifications; programs for salt management, non-point sources, and storm water; and monitoring and regulatory enforcement actions, as necessary.
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Lower noise-producing fireworks displays willbe used at Disney California Adventure to minimize noise from 11:00 p.m. fireworks shows to meet the noise levels in the City ofAnaheim SoundPressure Level Ordinance. The property owner/developer shall obtain pyrotechnic permits on an annualbasis. Fire Department; Material additions or modifications to firework shoots shall require a separate permit. The property owner/developer shall submit documentation that project design features are in compliance with allbuilding setbacks, height standards, landscaping requirements, and design guidelines as specifiedin The DisneylandResort Specific Plan and the Anaheim Resort Specific Plan.
The property owner/developer shall submit plans detailing the setbacks for the parking structures andlandscaping plans which minimize compatibility impacts of the parking facilities on surrounding areas, consistent with The DisneylandResort Specific Plan and the Anaheim Resort Specific Plan.
The proposed project shallbe implementedbased on the guidelines and standards in The DisneylandResort Specific Plan, which includes zoning and development standards, design guidelines, and a Public Facilities Plan. All development proposals within The DisneylandResort must be consistent withThe DisneylandResort Specific Plan, the Anaheim Resort Specific Plan, and the City of Anaheim GeneralPlan.
Building plans shall be submitted by the property owner/developer and will be reviewedfor consistency withThe DisneylandResort Specific Plan andThe Anaheim Resort Specific Plan.
Measure
Fire Department;
Planning & Building Department, Code Enforcement Division Planning & Building
Department, Planning
Services Division
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Engine noise from sweeping equipment used in the parking facilities and any hotel parking facilities adjacent to residential areas shall be muffled. Sweeping operations in the parking facilities and private on-site roadways shall be performed utilizing sweeping/scrubbing equipment which operate at a level measured not greater than 60 dBA at the nearest adjacent property line.
ANoise Monitoring Program preparedby a certified acoustical engineer shallbe submitted for review and approval. The property owner/developer shall submit the results of the Noise Monitoring Program conducted by a certified acoustical engineer to ensure that there are not violations of the SoundPressure LevelOrdinance from amphitheater operations outside the Disneyland Resort. If noise in excess of the Sound Pressure Level Ordinance is detected, the property owner/developer shall modify operations within three days to bring the amphitheater into conformance with the Sound Pressure Level Ordinance.
Plans submitted for the location of the amphitheater will document that the facility is no closer than 2,000 feet from the nearest existing residence. The design and orientation of the amphitheater willbe reviewedby a certified acoustical engineer; the property owner/developer shall submit a report, for review and approval by the City, to ensure that noise from the amphitheater does not exceed the noise levels establishedby the City ofAnaheim SoundPressure Level Ordinance. No aerial fireworks show shall be allowed west of Disneyland Drive in the expanded Theme ParkDistrict, the Southeast District or the ARSP Theme Park Overlays. Prior to the commencement of any show in these areas that includes fireworks that are non- explosive (i.e., stage pyrotechnics) or explosive fireworks with an explosion point at an elevation less 50feet (e.g., Fantasmic!), the property owner/developer shall present a noise study to the Planning and Building Department to demonstrate that noise levels from the fireworks would meet the City's 60 dBA Sound Pressure Levels standard at the property line, and would not create a noise increase greater than 5 dBA over existing ambient noise at the nearest noise sensitive receptor, whichever is more restrictive.
Planning & Building Department, Building Division; Public Works Department, Development Services Division Planning & Building Department, Planning Services Division
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Planning & Building Department, Building
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1 Prior to issuance of each A note shallbe provided on plans indicating that there shallbe no operation of clam building permit shovel drops or vibratory rollers within 25 feet of any existing home.
Timing Measure
Ongoing during Property owners/developers shall pay for all reasonable costs associated with noise construction monitoring which shallinclude monitoring conductedby a certified acoustical engineer under the direction of the Planning andBuilding Department four times a year on a random basis to ensure that outdoor construction-related soundlevels at any point on the exterior project boundary property line do not exceed60dBA between the hours of 7:00 PM and7:00 AM of the following day where outside construction is occurring. If a complaint is receivedby the City, additional noise monitoring shallbe conducted at the discretion of the City. If the monitoring fmds that the 60dBA threshold is being exceeded, construction activities willbe modifiedimmediately to bring the sound level below the 60 dBA requirement, with additional follow-up monitoring conducted to confirm compliance.
The property owner/developer shall present area development plans if part of a new theme parkland or building plans if part of one theme park attraction to the Planning andBuilding Department to demonstrate any development of theme park uses in the expanded Theme ParkDistrict (west of Disneyland Drive), the Southeast District, or the ARSPTheme Park Overlays includes 30-foot-tall buildings or structures between the property line near residential or other noise sensitive land uses and the proposed theme park land or theme park attraction. If a noise barrier is provided, such as a ride façade, the material used shallhave a minimum surface weight of1.25 pounds per square foot or a minimum SoundTransmission Class (STC) rating of25.
If pile driving andblasting is anticipated during construction, a noise and vibration analysis must be prepared and submitted o t the Planning andBuilding Department to assess and mitigate potential noise and vibration impacts related to these activities, including site design features such as setbacks and trenches.
Planning & Building Department, Planning
Services Division
Planning &Building Department, Building Division
Planning & Building Department, Building
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requirement with additionalfollow-up monitoring conducted to confirm compliance. Monitoring shall be conducted as follows:
(a)
Ongoing: Semi-annually on a random basis for a three (3) day period. (b)
During the first five (5) years of operation of theme park uses in the expanded Theme Park District west ofDisneylandDrive, the Southeast District, and/or the ARSPTheme ParkOverlays: Four (4) times a year on a random basis for a three (3) day period.
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No impact driven piles shall be allowedin conjunction with the construction of parking structures.
The property owner/developer shalllocate all stationary noise-generating equipment! such as air compressors and portable generators a minimum of 75 feet from noise sensitive receptors.
A note shallbe provided on the plans stating that ongoing during construction, the property owner/developer shall designate a noise disturbance coordinator who would respond to neighborhood complaints about construction noise by determining the cause of the noise complaints and requiring implementation of reasonable measures to correct the noise issue.
Planning &Building Department, Planning
Services Division
Planning & Building
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The Walt Disney Company will recruit workers who are already a part of the resident work force in the region. Implementation of The Disneyland Resort Specific Plan will further efforts in offering employment opportunities at various socioeconomic levels.
No commercial use shall produce noise associated with continual loading or unloading of heavy trucks at the site between the hours of8:00 PM and 6:00 AM (Municipal Code Section 1 8.32.130).
Development shall comply with Title 24 of the California Code ofRegulations, also known as the California Building Standards Code, which establishes building standards applicable to all occupancies throughout the state. Title 24 requires that new hotels, motels, and multi-family residences be designed to prevent the intrusion of exterior noise so that the interior noise, attributable to exterior sources, shall not exceed the 45 dBA Community Noise Equivalent Level (CNEL) in any habitable room with windows closed. [Anaheim's Noise Ordinance. Additional workhours may be permitted ifdeemed necessary by and on approval of the Director ofPublic Works or Building Official.
Planning & Building
Department, Planning
Services Division
Planning & Building
Department, Building
Division
Planning &Building
Department, Building
Division
FinalExecution Version 042524
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Public Services
Mitigation
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Prior to issuance of each
building permit; to be implemented prior to each final building and zoning inspection Prior to issuance of each
building permit
Prior to commencement of structural framing on each
parcel or lot
Prior to approval of each grading plan
Prior to issuance of each building permit for development in the ARSP Parking andTheme Park Overlays Timing
Plans shall indicate that allbuildings shallhave sprinklers installedby property owner/developer, to include all open and closed parking structures, exclusive of onestory detached accessory buildings of less than 120 square feet in floor area, and free standing shade structures that are open on at least two sides to sufficiently prevent the accumulation of smoke and hot gases. Additionally, alternatives to automatic sprinkler systems (e.g., self-contained water mist systems) that provide an equivalent level of fire protection may be approvedfor other buildings on a case-by-case basis upon review and approval by the Fire Department.
The property owner/developer shall submit a Construction Fire Protection Plan which shallinclude detaileddesign plans for accessibility of emergency fire equipment, fire hydrant location, and any other construction features required by the Fire Marshal. The property owner/developer shall be responsible for securing facilities acceptable to the Fire Department andhydrants shallbe operational with requiredfire flow. A construction plan providing a complete timeline and construction goals shall be provided and approved by the Fire Department for all new construction projects.
The property owner/developer shall submit an emergency fire access plan to ensure that service to the site is in accordance with the Fire Department service requirements.
Onsite fire hydrants shallbe installed and charged, as required, by the property owner/developer.
The property owner/developer shall pay all applicable fire fees in the amount then in effect and in accordance with the City-adoptedFire Protection Facilities and Paramedic Services Impact Fee Program (initially established throughCity Council Resolution No. 95R-73). Alternatively, the City and the Property Owner/Developer may enter into alternative financing arrangements.
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FireDepartment FireDepartment; City Attorney's Office
Measure
Thepropertyowner/developershall enter intoaFireOperationsAgreeme ntwith the
Cityof Anaheimtopayorcauseto bepaid its fairshareof the fun dingtoaddressthe
Operations andCommunityRisk Reductionstaffing needstomaintainadequate levels of serviceof responseand ongoing fire inspectionof theProjectandintheAnaheim Resort.
Thewatersupplysystemsha
ll be designed bythepropertyowner/developertoprovide
sufficient fire flowpressureand storage fortheproposed land use and fireprotection inaccordancewith FireDepartmentrequirements.
Thepropertyowner/developershall submitanemergencye
vacuationresponseplanfor
reviewandap
proval bytheFireDepartment. Theplanshall requireposted notices in all hotel roomsonemergencyevacuationprocedures and incorporateongoing emergencyevacuationtraining for hotel staff tothesatisfactionof the Fire Departme
nt.
Plansshall bereviewed and approved bythe
Fire Departme
ntas being inco
nformance
with theCaliforniaFireCode. Anall-wea her tfireaccess road shall beprovided fromtheroadwaysystemtoa nd on
theconstructionsiteand forfire hydrantsatall times,asrequired bythe Fire
Department.Such routesshall bepaved or,subjecttotheapproval of theFire Department,shall otherwiseprovideadequateemergencyaccess.Every building constructed must beaccessibletoFire Departmentap
paratus.
Thewidth and ra
diusof
thedrivingsurfacemustmeettherequirementsnotedintheAnaheim Municipal Code and inaccordancewithCityof AnaheimFireDepartmentStandards. Thepropertyowner /developershall provide writtenevidencetothesatisfactionofthe FireDepartmentthatall lockablepedestriana
nd/orve
hicularaccessgatesshall be
equipped with "knox box" devicesasrequired andapproved bytheFireDepartme nt.
• Unlesseach commercial building is initially connected toseparatefireservices,an uns
ubordinated covenantsatisfactorytotheCityAttorney's Officeshall berecorded prohibitingany in
dividual saleof buildings until separatefireservicesareinstalled in thebuilding(s) subjecttothesale.
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water improvementplans Priortothefinal bu
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and zoning inspection fora
hotel
Priortoissuanceof each building permit Priortotheplacementof buildingmaterialsona
buildingsite
Priortoapproval of building
plans
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PoliceDepartment
Measure
Thepropertyowner/developershall locateand designaFire Substationwithinthe ThemePark District, inalocationapproved bytheFireChief. TheSubstationshall meetthebelowminimumcriteria,and issubjecttothereviewand approval of theFire Chief:
1. Designated parkingstalls, foramedic truck,ambulance,medic golf cart,and 2 staff vehicles
2. Equipped with dedicated fiberoptic line(services forcable,wifi)
3. Twoofficeswith twoworkstationseach
4. Brealcroom/kitchentypearea
5. Dayroomabletoaccommodateupto8personnel (4paramedics, 2ambulance, 2 CommunityRisk Reduction) 6.
Restrooms with showers/lockerrooms
Thepropertyowner/developershall conductananalysisto determine if thestructure would interferewith theEmergencyRadio ResponseCommunication(ERRC) System signal.Ifwarranted based ontheanalysis,thepropertyowner/developershall be responsibleforinstallationof neworrelocated equipment.
Theexistingservicesand capabilitiesof theDisneyland FireDepartmentshallbe maintained fortheDisneylandForward ProjectSite.Existingservices include preconstructionchecks,pre-investigationof firesand alarms,preplanningforfiresand evacuations,firepreventionprogramactivities,and monitoringof pyrotechnicsand special effects.
Thepropertyowner/developershall payall applicablepoliceprotectionfees inthe amountthen ineffect. Alternatively,theCityand thepropertyowner/developermay enter intoalternative financingarrangements.
Theoperatorof thepublicparkingfacilitiesshall provideanadequatestaffofprivate securityofficers forpatrol andsurveillanceof the facilities.
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operation
Priorto issuanceof each applicablebuilding permit
Ongoing duringoperationof theDisneyland Resort
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Thepropertyowner/developersha
ll enter into PoliceOperationsAgreementwith the
Cityof Anaheimtopayorcauseto bepaid its fairshareof thefu ndingforpolice
personnel and equipmentnecessary tomeettheserviceneed of theAnaheimResortas determined bytheChief of Police. ThePoliceDepartmentshall reviewthesafetymeasures incorp orated intothebuilding
plans fortheparkingstructures withintheDisneylandForward ProjectSiteto be submitted bythepropertyowner
/developer. Thesecuritymeasuresshall includethe
followingorothersubstitutesecuritymeasuresas maybeapproved bythePo lice
Department:
•
Imme
diateaccess inprioritycriminal cases,whereanurgentneed or demand existsand timeisof theessence.
•
Closed circuittele
visionsurveillanceand recordingequipme
ntorotheradequate
securitymeasuresreviewed and approvedbythePolice Department.
Thepropertyowner/developershall continuetoprov
ideanti-gang, humantrafficking,
childexploitationand substanceabuseeducational programsw hich arecurre
ntly
provided forpark securitycastmembers.
TheDisneyland SecurityDepartme
ntshallbemaintained toprovide equivale
nt le
vels
of servicetothee
ntireDisneylandResort.
Theseserviceswill includeinitial response,
investigation,and reportwriting. Entrypointstothethemeparkswillbepatrolled by theDisneyland SecurityDepartment.
Thepropertyowner/developershall submitplanstothePolice Departmentforreview andapproval bythe
Chief of Police,ortheir designee, forsafety,accessibility,crime prevention,and securityprovisionsduringboth theconstructionand operativephases forthepurposeof incorporatingsafetymeasures intheproject design includingthe conceptof crimepreventionthrough environmental design(e.g.,building design, circulation,siteplanning,and lightingof parkingstructures and parkingareas). 5 I
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Theprojectdesignshall includeparkinglotsand parkingstructureswith controlled accesspointstolimitingressand egress if determined tobenecessarybythePolice Departmentandshallbesubjecttothereviewand approval of thePoliceDepartment.
Thepropertyowner/developershall coordinatewith the PoliceDepaitmenttoconstruct andmaintainaSubstationintheThemePark Districtwhichmeetsthefollowing minimumcriteria:
•
Designated parkingstalls, includingEV chargingstations, forapproximately4- 6EV,15-20 regularspaces
•
Equipped with dedicated fiberopticline
•
Minimumof twoprivateoffices
•
Conference/briefingroom
•
Interviewroom
•
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•
Breakroom
•
Lockerroomswith showers,restrooms, and lockers
•
Enclosed bicyclestorage forat least12 bicycles
•
Equipmentstorage(sizeequivalenttotwooffices)
Thelocationand facility componentsaresubjecttothereviewandapproval of the Chief ofPolice. A designeeof theChief of Policeshall be includedintheinitial design phaseof theSubstation,and shall beregularlyconsultedduringdesignand construction. Anysubsequentmodificationorrelocationtoeitherfacilityissubjectto thereviewandapproval of theChiefof Police.
Priortoissuanceof each
buildingpermitforor
includingaparkinglot and/orparkingstructure
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Planning&Building Department,Building Division
Measure
Thepropertyowner/developershall coordinatewith thePolice Departmenttoconstruct and maintaina Satellite Office inthe SoutheastDistrictorthe ThemePark EastOverlay which meetsthe followingminimumcriteria:
•
Designated parkingstalls,including 2 -4 EV chargingstations, 6 - 8 regular spaces
•
Equipped with dedicated fiberopticline
•
BreaIcroom
•
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•
Interviewroom
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Restrooms
•
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The locationand facilitycomponentsaresubjecttothereviewand approval of the ChiefofPolice. A designeeof theChief of Policeshall be included inthe initial design phaseoftheSatellite Office,and shall beregularlyconsultedduringdesignand construction. Anysubsequentmodificationorrelocationtoeither facility issubjectto thereviewand approval of the Chief of Police.
The propertyowner/developershall continuetoprovide and expanditsCourtLiaison programtomeettheneedsof theDisneyland Resort.
Thepropertyowner/developershall provideproofthatschool impactfees havebeen paid consistentwith Statestatute.
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ServicesDivision;
CommunityServices
Department,Parks Division
Responsible for
Monitoring
Planning&Building Department, Planning
Services Division;
CommunityServices
Department,Parks Division
Priortothe issuanceof a Thepropertyowner/developershall complywith the AnaheimMunicipal Code,Planning& Building building permit for Section17.08.385, Public Library FacilitiesServicesAreas—Paymentof Fees Department,Building development inthe ARSP Required. Division
Parkingand Theme Park
Overlays, withtheexception of themepark square footagetransferred fromthe DRSP Ongoingduringoperations Substantial areawithin theDisneyland Resortshallbedesigned toencourage utilization bypedestrians inapark-like setting linking keyareasof theprojectas described intheDisneyland ResortSpecificPlan.
Timing Measure
Ongoingduringoperations Thepropertyowner/developershall provide space(s), outside theticketedthemepark gates,easilyaccessibletothemepark guestsand non-ticketed visitors,wherethosewho have broughttheirown food caneat.Theproximityof amenities such as drinking fountains, vendingmachines,and restrooms/locker facilitieswill beconsidered inthe sitinganddesignorsuch space(s).
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Thepropertyowner/developershall implementtheimprovementsand pay inlieufees describedinTable19 (Recommended IntersectionImprovements) andTable20(Other TransportationImprovements) of theOperational Traffic Analysisforthe DisneylandForwardProject(Gibson2023),assetforth inAppendixJ-2ofSubsequent FIRNo.352, within thetimeframesdescribed inthosetables. Priortothe issuanceof each building permit,anyremainingapplicable Traffic Signal AssessmentFeesand TransportationImpactand ImprovementFees(Fees) relatingtothebuildingpermitsite shall bepaid bythepropertyowner/developertothe Cityof Anaheim intheamounts determinedbytheCityCouncil Resolution ineffectatthetimeof issuanceof the building permit,excepttotheextentsuch feesmayhave beenpreviouslypaid or satisfied pursuanttooneormoreseparateagreements betweenWalt DisneyParksand ResortsU.S., Inc.and the Cityof AnaheimrelatingtoTheDisneyland ResortProject orTheDisneylandForward Project. Thepropertyowner/developershall irrevocablyofferfordedication(with subordinationofeasements), includingnecessaryconstructioneasements,theultimate arterialhighwayright(s)-of-wayadjacenttotheirpropertyasshownintheCirculation Elementof theAnaheimGeneral Plan.
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Department,Trafficand
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Replacementparking fortheexistingparkingspaces removed will beconstructed or secured. AccessImprovementsand Public Parking FacilitiesIncluded inProject Design (Exhibit 4.3.1b —Interstate5-WestStreet/Disneyland DriveInterchange(Showing EntrancetoWestParkingFacility) and Exhibit 4.3.1c —Interstate5/Katella Interchange (ShowingEntrancetoEastParking Facility) PublicParkingFacilities. Newpublicparkingfacilitieswill beconstructedatopposite sides of TheDisneyland ResortSpecific Planareatoreceivetraffic fromthe1-5. A minimumof 24,500 guestandcastparkingspaceswill beprovided. TheWest Parking Areaisoriented toreceivesouthbound 1-5 traffic,and theparking facilities intheEast ParkingAreaand adjacent ARSP ParkingOverlaywill beoriented toreceive northbound 1-5 traffic. To beshownonstreet improvementplans:
Improved Access. Accessroads leadinguptotheparking facilities shall besized to accommodatetraffic atpeak hours, therebysubstantiallyreducingthelikelihood of backups onto Citystreetsand freewayramps, subjecttotheapproval of theCity Engineer.
Nocastorguestaccessoregresswill occur fromWalnutStreet. 'Z 1:1 0
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Tobeshownonstreet improvementplans: ConveyanceSystems. Inadditiontoanextensivenetwork of landscapedpedestrian thoroughfares,conveyancesystemswill transport Disneyland Resortguestsaround TheAnaheimResort. Guesttransportationsystemswill moveguests fromtheparking facilitiestotheThemePark District. Themonorail/guesttransportationsystemsshall moveguestswithintheThemePark District. Futureconnectionsmayalsobeprovided totheSoutheastDistrict. Tobeshownonstreetimprovementplans: ThemeParkDrop-Off Area. Toprovide access totheattractionsinthe Specific Plan areatopeoplestayingoutsideof TheDisneylandResortarea,a busand shuttledrop- off areawill belocated adjacenttoHarborBoulevard north ofDisneyWayasshown onExhibit4.4.2aof theSpecific Plan; or,inPhaseIV,thefacilitymaybelocated adjacentor internal totheEastParkingAreaortheadjacentARSP ParkingOverlay ParkingStructure(s), orotheraccessible locationintheThemePark District. Thetypes of vehiclesserved atthis facility may includepublic and privatepassengershuttlesand buses.
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Local HiringEfforts. Continuetoactivelyrecruitprospectiveemployeeswithin 20miles.
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Castmembersmay beoffered acash incentive
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Eventhough visitorstoTheDisneyland Resortareestimated toaveragenearlyfour personspervehicle,additional programsand incentivescould and will beprovided to encourageevenmoreguestuse of ridesharing,transit,and othermodesof travel toand fromTheDisneyland Resort. Thepropertyowner/developer iscurrentlydevelopinga listof potential programs and isworkingwith theCityof AnaheimandOCTA onthe provisionof convenientlinkagestoothermodesof transportationMarketingmaterials forTheDisneyland Resortwill describe itasan "auto-free" zone witharangeof transportationamenitieswherecarsarenotneeded.
-Bicyclespaces forguestsshall bevisible fromtheprimaryentrance, illuminatedatnight, and protected from damage frommovingorparked vehicles. • Construction Contractors
- Thepropertyowner/developershall providenotificationtothegeneral construction contractorsregardingthecoordinationof rideshareservicesforconstructionemployees provided bythe AnaheimTransportationNetwork (ATN).
Thepropertyowner/developershall continuetoparticipate inacleanfuel shuttleprogram,and shall participate intheAnaheim TransportationNetwork (ATN) inconjunctionwith theongoing operationof TheDisneyland Resort, includingthe DisneyARSP Properties. Proof of compliance with this measureshall besubmitted totheCityTraffic Engineer.
OngoingduringIf AnaheimPoliceDepartmentorAnaheimTMCpersonnel arerequired toprovidetemporarytraffic construction control services,thepropertyowner/developershall reimbursetheCity,onafairsharebasis,if applicable, forreasonablecostsassociated with such services.
Thepropertyowner/developerwill establish anonsitepublic informationoffice(which is convenientlyand access bly i located) whereconstructionschedulingand phasinginformationwillbe P
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Thepropertyowner/developershallsubmitaTrafficMitigationa ndConstruction
PhasingandControl Plan. Totheexte
ntneeded,as determinedbythePublicWorks
Departme
nt,theTrafficMitigationand ConstructionPhasingand Control Planshall identifythefollowing:
a. A ConstructionStagingAreaPlanshowingthelocationand sizeof the constructionstagingarea.ThePlanshall alsoshowhowthestagingareawillbe screened fromviewincompliancewith theCityof AnaheimMunicipal Code.
A Truck Ro
utePlan identifyingtruck routesalongarterials,av
oiding residential areas
totheextent feasible and incompliancewith the Sound PressureLevel Ordinance. The Planshallshowconformancewith theexternal noiselimitsforconstructionbetween7 p.m. a
nd 7 a.m. ThePlanshall alsoprohibit constructiontrafficonreside ntial streets
whereimprovementsarenotplannedand shall provide measurestoensurethattruck driversaredirected away fromresidential streetsandtravel onapproved routesonly.
Measurestoassist inguiding truck movementonthearterial roadwaysystem include, butarenotlimited to,provisionof truck routemaps totruck driversand placementof flagpersonsandconstructionsignageatappropriate locations.TheTruck RoutePlan shall pro videformo
nitoringof streetconditionsand potential repairinga
nd/orrepaving
bypropertyowner/developeraftercompletionof constructionasrequired bytheCity Engineer. AConstructionTrafficManagementPlanwhich includesmechanismstoreduce construction-related trafficcongestionwhich shall beimpleme nted duringgradingand
construction, including, butnot limitedto,the following:
1. Co
nfigureconstructionparkingtominimizeonsitea
nd offsitetraffic
interference.
1 Minimizeobstructionof through-traffic lanes.
3. Pro
videflagpersonstoguide traffic,asdetermined intheplan.
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A TripReductionPlan forconstructioncrewve
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ntify parking locations forconstruction
employeesand equipme
nt.
Measure
ATraffic ManagementPlan forphasingof roadwayimprovements,specifyingthe sequencingof constructionto dothe fo
llowing:
I. Coordinateschedulingwith otherplanned construction inthearea.
2. Coordinateschedulingwith other infrastructure improveme ntstoa
llowthemto
befacilitated efficiently duringroadway improvements,such as sewer,storm drain,a
nd water line improveme
nts. 3.
Outlineprocedures foranyrequiredtraffic detours duringconstruction, inclu dingprovisionof tour bus stops.
4. Phaseeach roadwayimproveme
nttoallowaccesstoall e
xisting
businesses/reside
ntial areas. Insomeinstancest
hiswill require lane-by-lane
renovation,temporarybypass roads, ortrafficreroutes.
5. Employvertical shoringasoftenaspossible. Thiswill minimizetheamountof road surfacethatwill be disturbed atagiven location.
6. Sequencetheconstructionof each roadwayimprovementtominimize disruptiontoresidentsand businesses.
7. Esta
blish offsiteparkingand stagingareas,wherepractical and possible,to minimizethe impacttoexisting level of serviceonadjacentroadways. These offsiteparkingand stagingareas will allowa
dispersionof traffic flowto
noncritical areas a
nd will encouragebussingof constructionworkersfromthe
offsiteareastotheconstructionsites.
8. Identify howtheproject improve
mentconstructionschedulesand haul routes
willbecoor
dinated with otherareawide improveme
nts.
Theproperty
owner/developershallcoordinatewith the Cityof AnaheimTraffic ManalementCenterTMC,theAnaheimConve ntionCentera
nd areahotelsto
Priortoapproval of each gra
dingplanorissuanceof
eachdemolitionorbuilding
permit,whicheveroccurs
first; impleme
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and Transportation
Division
Public Works Department,Traffic
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Division PublicWorks
Department,
Development
ServicesDivision
PublicWorks
Department, Development
ServicesDivision
ensurecontinuedoperationsof these facilities, aswell asthecontinued operation of TheDisneyland Resort.
Thepropertyowner/developershall submitaquarterlyupdatereportshowing constructionactivities fortheupcomingquarterwhich shall includetraffic mitigation and controlplanningandconstructionscheduling.
Thepropertyowner/developershall show howtheprojectwill be incompliancewith theTraffic Mitigationand ConstructionPhasingand Control Plan.
Plansshall showthatall driveways shall beconstructedwith aminimum fifteen (15) footradius curb returnsasrequired bytheCityEngineer,unless otherwiseapproved bytheCityEngineer.
Securityintheformof abond,certificateof deposit,letterof credit,completion I guarantee,orcash, inanamountand formsatisfactorytotheCityEngineershallbe posted with theCitytoguaranteethesatisfactorycompletionof all engineering requirementsof theCityof Anaheim,includingpreparationof improvementplansand installationof all improvements,such ascurbsand gutters,sidewalks,waterfacilities, streetgradingand pavement,sewerand drainage facilitiesandotherappurtenantwork, as requiredbytheCityEngineerand inaccordancewith thespecificationsonfilein theofficeof theCityEngineer,asmaybemodified bytheCityEngineer.Installation of saidimprovementsshall occurpriortofinal buildingand zoninginspections. ThefollowingStreetDesignElementsshall beshownoneach tentativetractorparcel map:
a.
Streetcross-sections, includingdimensions, labels,circulationdesignation(i.e., ResortSecondary) and whetherpublicorprivate.
b.
Streetgradesand vertical alignment.
MMTRA-17 Ongoingduringproject
construction
Priortoapproval of each gradingplan
MMTRA-20 Priortotheissuanceof
building permits
MMTRA-21 IPriortothe issuanceof
buildingpermitsorfinal mapapproval,whichever occurs first MMTRA-22 Priortoapproval of each
tentativetractorparcel map
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Utilities Department,
Resource
EfficiencySection
Utilities Department,Water Engineering
Division; Fire Department
Amongthewaterconservationmeasures tobeshownonplansandimplementedbythe propertyowner/developerwithin theSpecificPlanarea includethefollowing:
•
Useoflow-flowsprinkler headsinirrigationsystem.
•
Useofwaterwayre-circulationsystems.
•
Low-flowfittings, fixtures,and equipment,includinglowflush toiletsand urinals.
•
Useof self-closingvalveson drinkingfountains.
•
Useof reclaimed water forirrigationand washdownwhen it becomesavailable. •
Continuationof theexistingcoolingtowerrecirculationsystem. •
Useof efficient irrigationsystemssuch asdripirrigationand automaticsystems which usemoisturesensors. • Low-flowshower heads inhotels.
•
Water-efficient icemachines, dishwashers,clotheswashers,and otherwaterusingappliances. • Useof irrigationsystemsprimarilyatnightwhenevaporationratesarelowest. •
Provide informationtothepublic inconspicuousplaces regardingwater conservation.
• Useof water-conserving landscapeplantmaterialswhereverfeasible. •
Useof vacuumand otherequipmenttoreducetheuseof waterforwashdown of exteriorareas.
Thepropertyowner/developershall submitacertified waterauditforlandscape irrigationsystems except forareaswithintheThemeParks.
All watersupplyplanningfortheprojectwill becloselycoordinated with,and be subjecttothereviewand final approval of,thePublic UtilitiesDepartment,Water EngineeringDivisionand FireDepartment.
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Department,Water
Services
Waterpressuregreaterthan80 poundspersquareinch (psi)shall bereduced to80psi orless bymeansof pressurereducingvalves installed attheproperty owner/developer's service. Plansshallspecifically showthatthewatermeterand backflowequipmentand any other largewatersystemequipmentwill be installedtothesatisfactionof thePublic UtilitiesDepartment,WaterEngineeringDivision,aboveground and behind the buildingsetback line inamannerfullyscreened fromall publicstreetsandalleys and inaccordancewith OrdinanceNo.4156. Priortothefinal building andzoning inspections, thewatermeterand backflowequipmentand anyother largewatersystem equipmentshall beinstalled tothesatisfactionof thePublicUtilitiesDepartment, WaterEngineeringDivision, inaccordancewith the buildingpermitplans.
Priortoissuanceof each
buildingpermit
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A separatewatermetershall be installed for landscapewateronall projectswhere thelandscapeareaexceeds1,000 squarefeetfornon-residential uses inaccordance with OrdinanceNo. 6160.
Thepropertyowner/developershallimplementthefollowingrequired improvementstothewatersupplysystem, inaccordancewith Anaheim's Water Rates,Rulesand Regulations,WaterServices AdministrativeProceduresand DesignGuidelines(APDG),and WaterServices StandardSpecifications(WSSS), within thetimeframes described beloworas further determined bythePublic UtilitiesDepartment,WaterEngineeringDivision. Thecostofall MainExtensions, MainEnlargements,abandonments,relocations,and easements documentsshall be paid for bythepropertyowner/developerof thepropertiesserved bythesemainsin accordancewith Rule15A.
• IntheThemePark District,westof Disneyland Drive,all new firewater connections, including butnot limited to, thosethatwould serve, privatefire hydrants, inThe Disneyland Resortshall bemadetowatermainsserved by the335PressureZone.Specifically,nonew firewaterconnectionsare permissible onexistingwatermains inWalnutStreetorMagicWay.Any new fireconnections for buildings adjacenttothesemainsshall connectto the20-inch watermaininDisneyland Drive. •
TheSoutheastDistrictshall beserved byatleasttwopointsof connection with internal looping.
o
AnynewwaterserviceconnectionsalongHarborBoulevard shall require theconstructionofa12-inch watermainfromConventionWay intersectiontoapointapproximately400-ft north of theintersection. o
AnynewconnectiontotheexistingwatermaininClementineStreet, north of Orangewood Avenue,shall requirereplacementof theexisting 8-inch watermainwith anew12-inch watermain.
•
Abandontheexisting12-inch watermainwithintheEsplanadebetween HarborBoulevard and Disneyland Drive.This work shall becompleted concurrentlywith anyproposed improvementsalongDisneylandDriveor HarborBoulevard.
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0 Thepropertyowner/developershall prepareaSewerStudy forre viewa
nd approval
bytheCityEngineer,fu
nded bythepropertyowner/developer. Said SewerStudy
shall evaluatewhetherthere isadequatecapacity intheHarborBo ulevard sewer
systemtoaccepttheproposed redirected flow. TheSewerStudyshall determine whethertheproposed redirectedflowwouldcreatea deficiency intheHarbor Boulevard sewersystemorthe downstreamCitysewersystem.If theSewerStudy showstherewo
uld bedeficiency intheHarborBoulevard sewersystemorthe
downstreamsewersystem,theSewerStudyshall identify therequired sewersystem upgrades. If asewersystemupgrade isrequired,thepropertyowner/developershall beresponsible forthe designand constructionof theupgradetothesewersystem and all associated improveme
nts[collectively, "SewerImprovements"]. TheCity- ide
ntifiedandap
proved costof theSewerImprovementsmaybecredited towardthe applicable sewer impactfeesforthe hotel projectuponcompletionof theSewer Improvementsa
nd acceptancebytheCity. Thedesignof theSewerImprovements and therelatedsewer improvementplansshall becompletedpriortoissuanceof any BuildingPermitforthe hotel projectand thesewerimprovementplansshall ide ntify
all associated improvementsrequired fortherequired SewerImprovements. Constructionof SewerImprovementsshall becompleted priortofmal buildingand zoninginspections forthehotel. If nosewersystemupgradeisrequired,the developershall berequired topaytheapplicable sewerimpact fees,p ursuantto
A.M.C. 10.12.085, with applicablecre
ditsapplied forsewerflowsfromexisting
usestoberemoved. Thepropertyowner/developershall prepareaSewerStudyforreviewand approval bytheCityEngineer, funded bythepropertyowner/developer. Said SewerStudy shall evaluatewhetherthetotalsewer flowproposed totheKatella Avenuesewer system,eastofHarbor Boulevard, fordevelopmentauthorizedbythe DisneylandForward project fortheThemePark EastOverlay/So utheast Districtdoes
notexceedapeak flowof 285 gpm. And thatthetotal sewerflowproposed tobe directedtotheHarborBoulevard sewersystem,south of Katella Avenue,for developmentauthorized bytheDisneylandForward projectfortheThemePark East Overlay/SoutheastDistrictdoesnotexceed apeak flowof 2,000gpm(total allowable developmentwithinThemeParkEastOverlay/SoutheastDistrict). If theprojected sewereffluent flow-exceedsthesestip
ulated amounts foreithertheKatellaAvenue
orHarborBoulevard sewersystem,theSewerStudyshall determinewhetherthe developmentprojectcreatesa deficiencyintheKatellaAvenuesewersystem,eastof HarborBoulevard, ortheHarborBoulevard sewersystem,south of KatellaAvenue, sewercollections systemsandthedownstreamCitysewersystem. Sho ulda
deficiencybecreated, theSewer Studyshall identify therequiredsewersystem u adesand im.rovements "SewerImrovements" . If SewerIm.rovementsare '4-1 ,,
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Public Servicesand Utilities — StormDrains
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TIL-12 Priortoapproval of a final Thepropertyowner/developershall participate intheCity's Master Planof Storm PublicWorks subdivisionmap, or Drainsand related Infrastructure Improveme nt(Fee) ProgramtoassistinmitigatingDepartment,
issuanceof agra
dingor existinga
nd futurestormdrainagesystemdeficienciesas follows: Developme nt Services
Thepropertyowner/developershall submitareportforreviewa ndapproval by Division
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required,thepropertyowner/developershall beresponsible forthedesignand constructionof theSewerImprovements. TheCity-ide
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thesewer improveme
ntsmay becredited toward theapplicablesewer impact fees forthe develop
mentprojectuponcompletionof theSe
werImprovementsand
acceptancebytheCity. The designof theSewer Improvementsand thesewer improve mentplansshall becompleted priorto issuanceof any BuildingPer mitfor
develop
ment inthe
ThemePark EastOverlay/SoutheastDistrictand shall identify all associated improveme
ntsrequired fortherequired SewerImproveme
nts.
Constructionof Sewer Improvementsshall becompleted priortothefirstfinal buildingand zoninginspection for developmentwithinthe ThemePark East Overlay/Southeast District. If no improvementisrequired, the developershall be requiredtopaytheapplicablesewer impactfees,p ursuanttoA.M.C. 10.12.085.
Thepropertyowner/developershall preparea SewerStudy forreviewand approval bytheCity Engineer,fimded bythepropertyowner/developer. Said SewerStudy shall evaluatethesewerflowfromthe hotel(s) directed to
ClementineStreeta
nd
ultimately KatellaAvenue. Sewer improvementsrequiredtoaddress deficiencies in thesewersystemsinCleme
ntineStreetan
d/or KatellaAvenue,eastof Harbor
Boulevard,shall bethesoleresponsibility ofthepropertyowner/developer ("Cleme ntineand Katella SewerImprovements"). Should a deficiency becreated, the SewerStudyshall identify therequired sewersystemupgradesand improvements.If asewersystemupgrade isrequired,thepropertyowner/developershall be responsible forthedesignand constructionof the Clementineand Kate
llaSewer
Improve
mentsa
nd all associated improvements. The
City-ide
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ified costof the
Clementineand Katella SewerImprovementsmay becre
dited toward theapplicable
sewer impactfeesforthehotelproject(s) uponcompletionof theSewer Improvementsand acceptance bythe
City. Thedesignof theCleme
ntineandKatella
SewerImprovementsand thesewer improvementplansshall becompleted priorto issuanceof anyBuildingPermit forthehotel project(s) and identify all associated improve mentsrequired forthe SewerImprovements. Constructionof sewer improvementsshall becompletedpriortoissuanceof the firstcertific ateof
occupancy forthefirsthotel development. If no improveme nt isrequired,the
developershall berequiredtopaytheapplicablesewerimpactfees,pursuantto A.M.C. 10.12.085.
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theCityEngineertoassistwith determiningthefollowing:
a.
If thespecific development/redevelopmentdoesnotincreaseorre direct
currentor historicstormwaterquantities/flows, thentheproperty owner/developer's responsibilityshall belimitedtoparticipationinthe InfrastructureImproveme
nt(Fee) Programtoprovidestormdrainage
facilities in10-and 25-yearstorm frequenciesand toprotect properties/structuresfora100-yearstorm frequency.
b.
If thespecific development/redevelop
ment increasesorredirectsthecurrent
or historicstormwaterquantity/flow,thenthepropertyowner/developer shall berequired toguaranteemitigationtothesatisfactionof theCity Engineera
nd City Attorney's office of the impactpriortoapproval of a final subdivisionmaporissuanceof agra dingorbuildingpermit,whichever
occurs first,p
ursuanttothe improvements identified intheMasterPlanof
DrainagefortheSouth Central Area. Thepropertyowner/developershall berequired to install thestorm drainagefacilitiesasrecommended bythe MasterPlanof Drainage forthe South Central Areatoprovide storm drainage facilities for10-and25-yearstormfrequencies and toprotect properties/structures fora100-yearstormfrequencypriortoacceptancefor maintenanceof p ublic improvementsbytheCityorfinal buildingand
zoninginspectionforthebuilding/structure,whicheveroccurs first.
Additionally,thepropertyowner/developershall participate inthe InfrastructureImprovement(Fee) Programas determined bytheCity Engineerwhich could include fees, credits, reimbursements,ora combinationthereof. Aspartof guaranteeingthemitigationof impactson thestorm drainagesystem,astormdrainagesystemimproveme
ntphasing
planfortheprojectshall besubmitted bythepropertyowner/developerto theCityEngineerforreviewandappro
val and shall contain, ataminimum,
(1) alayoutof thecompletesystem; (2) all facilitysizes, includingsupport calculations; (3) constructionphasing; and,(4)constructionestimates.
TheCityshall requirethatbuildingplansindicatethatnew developmentswill minimizestormwaterandurbanrunoff intodrainagefacilitiesby incorporating design featuressuch asdetentionbasins,on-sitewaterfeatures,and otherstrategies. >
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PublicServicesand Utilities —Natural Gas
As discussed inDraft Subseque
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PublicServicesand Utilities — Solid Waste
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Inordertoconserveenergy,theDisneyland Resortshall complywith the California EnergyCode(Title10),which may includethe following:
•
Consultationwith the
Cityenergy-conservationexpertsattheAnaheim
PublicUtilitiesCommunitya
nd SustainabilityDivision forassistancewith
energy- conservationdesign features.
•
Useof high-efficiencyairconditioningsystems,connected if feasibletoa comp
uterized central energymanagementsystem,a
ndmeetingall co
ntr
ol,
schedulingand loadefficiencyrequirementsof the CaliforniaEnergyCode (Title24,Building EfficiencyStandards). •
Useof electric high-efficiency(NEMA)motors inte
nded toconserve
energyWhilerecognizingtheu
nique lightingap
paratus required forsome
themepark uses,useof motionsensinglightswitch devicesand light-emitting diode(LED)energy-efficiency lighting fixtures for indoora
ndoutdoor
lightingwhen feasible,T8 lamps, metal hallideand/or high-pressureso dium
(HID) lamps.Incorporationof electricve
hiclechargers intoparking
structures.
If thepropertyowner/developer incorporates gridtied renewable energygeneration systems intotheproject,theyshall complywiththeAnaheimPublic Utilities Department's mostrece nt InterconnectionGuidelines.
Thepropertyowner/developershall provide AnaheimPu
blic UtilitiesDepartment
electrical engineeringstaff with its forecasted electricdemand and schedulesto allow forsufficient lead timeforplanning, design,engineering,materials procure
ment,and constructionof newelectrical facilities, if required,to accommodatetheProject's additional ormo
dified electrical demand. Forecasts
mustbeat leasttwoto fiveyears: e.g., twoyearsfortheconstructionof uptotwo lineextensionsand fiveyears fortheconstructionof three linee xtensionsoranew
substation. Thepropertyowner/developershall impleme
ntasolid wastemanagementplan
which hasbeenrevieweda
nd approved bythePublicWorksDepartme
nttoens
ure
thattheprojectplanscomplywith AB 939,SB 1383 related toreducingorganic U
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building and zoning
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and Sanitation
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Planning& Building
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waste inlandfill, theSolid WasteReduction Actof 1989,asadministered bythe Cityof Anaheim,and theCounty's and City's Integrated WasteManagementPlans.
Implementationof said planshall commenceuponoccupancyand shall remain in full effectasrequired bytheStreetand SanitationDivisionand mayincludethe followingplancomponents:
a.
Detailingthelocationsanddesignof on-siterecyclingfacilities. b.
Providing on-siterecyclingreceptaclestoencouragerecycling. c.
ComplyingwithallFederal,State,and Cityregulationsforhazardous material disposal. d.
ContinuingparticipationintheCityof Anaheim's voluntary "Recycle Anaheim," programorothersubstituteprogramasmaybe developed bythe City.
Theexistingsolid wasterecyclingand wasteminimizationpracticesatThe Disneyland Resortshall be expanded as feasible toservenewdevelopment inThe DisneylandResort. Existingpracticesinclude:
• Usageof recycled paperproducts forstationary,letterhead, andpackaging. • Recoveryof materialssuchasaluminumand cardboard.
•
Collectionof officepaperforrecycling.
•
Collectionof polystyrene(foam) cups forrecycling.
Collectionof glass,plastic,kitchengrease, laserprinter,toner,cartridges,oil, batteries,and scrapmetal forrecyclingorrecovery.
Plansshall showthattrash storageareas shall beprovidedandmaintained ina locationacceptabletotheCityof AnaheimDepartmentof PublicWorks,Streetsand SanitationDivision. Onanongoing basis,trash storageareasshall beprovided and maintained inaccordancewith approved plansonfilewith said Department.
Thepropertyowner/developershall demonstratethattheplans includeprovisions forthe installationof trash and recyclereceptaclesnearall benchesand near high trafficareassuch asplazas, transitstops and retail and diningestablishments. 0 E 0 t-g
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11 Public Service and Utilities —Television
PublicServices andUtilities —Standard Requirements
, SR UTIL-1 Priortothe issuanceof each Thepropertyowner/developershall berequired topreparea nd submittotheCity for Planning& Building
buildingpermit re
viewand approval (1) a LandscapeDocumentationPackageand (2) landscapeand Department,Planning irrigationplanswith appropriatewaterusecalculations inaccordancewith the Services Division
requirementsof AnaheimMunicipal CodeChapter 10.19, LandscapeWaterEfficie ncy.
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nt,Building
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Planning & Building Department,Building Division
Planning & Building
Department,Building Division
Measure
Upon
Cityrequestand nolessthanannually ormorethansemi-annually,theproperty owner/developershall preparea
nd submittothePlanning & Building Directorortheir
designeeaconsolidatedConstructionWaste Management Reportforall develop ment
projectsonDisneyPropertiesdemonstratingthatat least75 percentof non-hazardous constructionand demolition debris has beenrecycled orsalvaged,or haso he t rwise complied with theCity's wastediversionprogram,which Reportshall identifythe materials
diverted fromdisposal and whetherthematerials havebeensorted onsiteor comingled. litheCityof Anaheim determinesthattheproposed projectcreatesasignificant impact onbroadcasttelevisionreceptionat local residences, thepropertyowner/developer shall installasignal boosterorrelaysystemontheroofof thetallestproject building torestore broadcasttelevisionreceptionto itsoriginal conditionassoonaspracticable.
Thepropertyowner/developershall provide e
videncetothePlanning&Building
Directorortheir designeethatall sewagea
nd wastewater disposal intothesewer
systemshall complywith OCSD' s Wastewater
Discharge Regulations, inclu
dingthe
procureme
ntof thenecessarypermits by food serviceesta
blishme
ntsthatwould be
developed inthe ARSParea.
Thepropertyowner/developershall provideproof ofpayme
nttothePlanning&
BuildingDirectorortheir designeeforasanitarysewerservicechargeto OCSD.
Thepropertyowner/developershallprovideproof of paymenttothePlanning& BuildingDirectorortheir designee foracapital facilities connectionchargetoOCSD.
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SR UTIL-2 Priorto issuanceof building
permits
SR UTIL-3 Priorto issuanceof building
permits
SR UTIL-4 Priortoissuanceof building
permits
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Thepropertyowner/developershall berequired todemonstratetothePlanning Department,BuildingDivisionthatbuilding plansmeettheapplicableTitle24Energy EfficiencyStandards forResidential and Nonresidential Buildings (24 CCR6).These standardsareupdated,nominallyeverythreeyears,toincorporateimprovedenergy efficiencytechnologiesand methods. Thepropertyowner/developershall berequired todemonstratetothePlanning Department,BuildingDivisionthat buildingplansmeettheapplicableCalifornia GreenBuildingStandards(24 CCR11).
Mitigation
Measure/Project Timing
Design Feature
Number
SR UTIL-5 Priortoissuanceof building
permits Priorto issuanceof building
permits
3 P
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Final Execution Version 042524
EXHIBIT I
Procedures Resolution
Final Execution Version 042524
I-1
NAY OF E T AN N
RESOLOTIOS Q. S2R-555
A RESOLUTION of TWE CITr COUNCIL OF TEX CITY OP ANAREIN RSTAALISEIN0 PROCNDURIS AND REQUERMUTE FOX TEX CONSIDERATION or DEVELOPMENT mammal =mar GOVVRNMENT CODE TO SECTION 55065 OP TIM AND 021-30. REPEALING REXCLETION NO.
WERNAS, the lack of certainty in the epproval
ment projects can result in a waste of resources, escalate the post of developof housing end other devalopnant to the consumer, and discourage marinelt efficient investment in and commitment to ocoMPErhen*I711 Plannio9 which make cost utilisation of reeources et the Islet emonenie to the palter and
WINIREAB,
easurance to the eppIicant for a development prowith the project in loot that Ation ePproval of the project, the Applicant nay proceed accordance with existing policies, rules and regulations, sod, eubjeet to conditions of approval, the public lamming prooposs, ecoourAge private participation in t Will strengthen and preheneive planning, and reduce the economic coats of develophonti waRKEAS, Article 2.5 (comMencing vith Section SSS641
ties Chapter 4 of Title 7 of the Government Code anthoriete municipali- of to, by resolution or ordinance, establish
quirements for the considetatiOn of develop-neat agreemtnts UPOh procedures and re- application by, having a legal or or on behalf of, the properry owner or other Person equitable interest in the property, NOR, =MORE, NB IT women City of Anaheim that, pursuant to Article 2.5 (comae-acing with by the City Council of the Smott*n 6584e) of ChOPtec 4 of Title- City doe. hereby establish as procedures and 7 of the Government Cods, the consideration or satroteepone reouirementa rag the requireeente 41111 met forth *epees:eats thole certain procedErea and in Exhibit porated herein hy thia reference Ile attached hereto and Lector- s the acee SE IT PURTHBR MOWED thet Resolution No. 02R-30 be and to bereby, repeAled. tin pubmorma City Council of the ANSOLUTION is approved and adopted by the city of Anahein this 21olday of November, 1202.
W
ATTEST:
aTERE rt0FANAHEIN
ZLErfe o%nlm
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Min OF CALIFoRga )
conn OF OIANO2 ) le,
GITI CT ANAHEIM
LINDA D, eltir Mork of the City of hiehalis, do hereby eortify that the foregoing %isolation No. 8220565 was iotrodboed sad adopted et a relvler looting provided by law, of the Cit 1DLi r tht City of *Delwin bald On tin 23rd 4*y or November.*190, by the rollourins vet f the members thereof; ant: COMM /MRS' termed, PioIdler, Ovorholt, Bay Nod kith VOISt COUNCIL MUM MOoo
inEUT: =Sou magus None
AND t YOR11132 ovrtify that tbe mayor of the City of Ina** aigrigd iA Resolution Bo. 1121465 fon the 23rd der of November., 1912. lir Wralii5 Iilfr_REINi hrve !tersest. set egY 'hand sod offixed taw meal or City of nahelis Mao 23rO day or )46,,ve.rD.r. 1962., ‘414.11641479gkikg
)
I* LIND& 34 RUMS, City elm* Cr tie City of Anahtlti* do htray certify that the' fer*fhing Li the original Of 5.101ation MO. 82248$ duly pissed sad adopted by the laahelle City Cbuomil On N4Vulbor 23, /9112.
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Resourrior4 60. 02R-1§5
EDOCIBIT
PROCEDURES AND REANtralbrighTIPS
FOR
CONSIDERATION OP DEW-LID:MEET AOMmEmTS
asolungst
1.0 Application:4.
2.0 Pintm Ooiin ReViCif*
3.0Mr camii astioni•
4.0 IteCordatial*
S Airmynd17344.11t . or Cancellation of
Mutual Cammaut
Pertodlo Review,
7.0 Modification-or_ Teminatio;n.
0.0 Effect or Agoiseamnt
91.0 Enforceability.
20.0 Suooessoro,endlIssigns,
11.0 stitte. and 7ider0 lawn.
22.0 Sztenalon of Time to Aot.
Itgreent by
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1.O APP1pIcATIO1q.
Any person wishing to enter into a devaaopment agreement ("Development Agreement") must file an application for approvsa of a Development Agreement with the Planning Department and demonstrate that the project satiefies the eligibility- requirements set forth in Section 1.3 hereof. The form of aaid applicetion ("Appiioationn shall be aa eatablinhed by the Planning Director of the city of Anaheim t*Planning Director").
1.L pees. An APplication *hall be aocompanied by a filing fee in audh amount is msy'herminetter be altsbliehed from time to time by the City Council.
1.2 N2p1ioant: An Application may be filed only by the
property owner or other para.= having a legal or 'meltable interest in the property thet is the weibjact of thel pevolopment Agreement or by that person's authorised agent ("Applicent"). The term NapplicentR shwa also InclOde any aucceasor in interest to the property owner or saoceasor in interest to any other person having Legal or 0014itable interest in the property. ,
1.3 Zlicjihility Perintiements. Tha City finds that it new be IA the city's 'beet interest to enter into. Devm_opment Agreement when construction of the pro:eot will be phased over a several year periOdi is a large anal, development, ehell =copy substantial -acreagaror in *ono other way requires long-term certainty on the part of the developer end the City. The City may, but shell not be deemed required to ePOrove a Development Agrammtrzt Niter' the Applicant demontrates ,eligibility therefor by making one Ox ore of the following showings:
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scree r or
(e) t the project shal/ woo at least fifty (50)
(h) that* APon completion* the project shell moult
An the construction of at leamt (I) two hundred fifty (250) dwelling units, (ii) two hundred fifty thousand (250,0001 sgssre feet of commorcial-effice space, or fiii) two hundred, fifty thousand (250,000) square feet of industrial spacer or
(c) That the project will be constructed in phases
QV er a* anticipated period 'allot lase than five (.5), yearef or (d) AprOjeCt UiU Also be elistawif duo Planning
Director find* that the public health, sefeti or general weifarer of the citizen of Anaheimidil beet be served by accepting OA APPlication for consideration 'berth* Planning Clomeission end . City
council,
1.4 Ppo
ReCh. Application
talaJA be ecoompanied by a proposed bliveloPmemt Agromm*nt ("ProPcsed AgreenmAtn.
(a) A Proposed Agpmmeent Shall ansoirh' the duration
of the Agreement, thepermitted waits of the property, the diehoityor intensity of use, ths MkrimMilmight ond is of proporod baL1:11ing*# and provisions fur reservation or dedication of lend for publie Parmatil.
tb) A PrOpc444 Agreement may include conditions,
terns* reztrictione end requirements for eubsequent discretionary *lotions, provided that suob conditions, terms, restrictions and requirements for sUbsequent discretionary actione shall it pre' vent developeent of the land for the Urea and to this density or imtanoity of Um development set forth in the Agreement, A Proposed Agreement may also provide that construction shall be commenced within a -2-
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specified time and
within e specified
(a)
conditions, tents,
City Council to be
the project or any phae,e thereof by completed
time.
A Proposed Agreement /sky include eodh additional
restrictions or requirements as determined by the
In tke publicAntereet.
2.0 7LANNING OONKISSION AMICK.
2.1 Notice of intention to Consider, Wen receipt of an
APP/ioation contenting to the eligibility regeiremonts of Ste:mien 1.3 hereof, the Planning Director shall give notice of the Planning Commissicole intention to consider a recommendation to the City Council regarding adoption of A Devolopeent Agreement. Such notice end any Other notice* rewired hereunder shell be given in the manner epecified in Section eeed7 of the Government Cede and, Jo addition, in the game manner notice le givem t for public hearings upon mooing reclageifleetions as previded tinder section 1117.02.060'.of?the 7 Anaheim. Municipal Code.
2.2 Public Hearing The Placnine Comeinsion ihell met
and give motive of a public hearing to bp* held not more than thirty (30) days from receipt of an Application.
2.3 RecommendAtion. Not later than fifteen (13) 4ays
following completion of the public hearing before the ?leaning Commission, the Planning Commission Shell eake a eecommendation in writing and treneelt that reconmendation and the Application to the city Coeneil. The reoomendation *hall include the Planning COmelesionwe determination of whether the Propoeee Agreement is (ill consistent with the General Plan of the City of Anebeim end any applicable !specific plan; (ii) compatible with the uses amiborited in and the regulations preecribed for the applicable seining district; (iii) compatible with the orderly development of peoperty in the - -3-
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surrounding area/ and (le) 15 not otherwise detrimental to the health eafety and general welfare of the citizens of Anabeie
3.0 CITY COUNCIL ACTIONS
of intention to Consider, upon receipt of the
recommendations the City Clark shall give notice
intention to °consider adoption of a Development
manner as set forth in Section 2.1 hereof.
3.2 Pnblic Matring. The City Council *hell eat and give notice of a public hearing to be heN not more .then forty..fivo (45) days after receipt of the recommenditioe of the Planning CCOMi*V1060 3:3 1420inos0 APVcDvAI of s Development Agreement is a
legislative eft of the City Council and the City Council *ball have, absolute discretion to approve, approve with Andifications, at deny any Proposed Agreement; provided! boweverr the City Council shall net approve any Development Agreement melees the City Council finds the provisions of the, Agreement are consistent with the Oeneral Plan of the City of Anaheim and any eppliceiele specific pion.
304 Decision: Tbe city Ceencil Shell annoence its findings and aeolnion on any DelmInVadat Agreement not later than ten OM days EalloWlag GOmPaetX0.12 Of. t40 Dahlia hearing on suchleatte. ANerevin, a Pevelopment.Agreemene dball be setomplithedbyennotisg an ordinance which ordinance shall be subject to referendum in the manner set forth in Necticn 1303 of the City charter of the City of Anaheim* Not later than ten (10) day* following adeption of the ordinance, one copy thereof Shall be forwarded to the ApPlicant.
3.3 entering into a Development Agreamant. If the DUI*
Council adopts an ordinance, approving a Development Age, then the parties thereto thall execute the Development Agreement within thirty (30 ) 4*Ye after adoptien of the ordinance; provided, however, -4-
3.1 Noti
n
ce
Planning Commissio**
of the City Council's
Agreement in the same
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that the Development 'ireement *hell not become 'factive until the ordinance authorising the Development Agreement also becomen effective,.
The time for executing the Agreement may be extended by the mUteel cOnvent of the City Council end the Applicant.
4.0 MRCORDATIcs.
Within ten (10 days after the City enter e into the
Development Agreement, the City Clerk shall helm the Agreement recorded with the Cronge county Recorder. If tho Eortiee to the Agreement or _ their accoemeors in interest amemd or cancel the Agreement es provided in Gavernment Cede SeeOcin GSM, or if the City terminstme.Or modifies the Agreement ft* prindited:in Government Code Section Se865 .1 for fellore of the Applicant to materially comply iS good faith with the term* or oenditiors in the Agreement, thee the City Clerk Shall Iwo* notice of eudh action recorded Triith the Orange County Recorder.
5.0 AfIrITDMOT 0I CASCRLLIttioS OrAsAA5N5NT T MtTUALreaMBENT.
5.1 Initiation, of Amendment or Cancellation. Uithei ;arty may- propose an amendment to1 or cennallation of, the DeveaopmMnt Agreement, in whole or in gart:,.previouely entered into. .5.2 Procedure. The procedure for proposing end adopting an amendment to, or caneellatton of, the Development Agreement, in wheLlek 'or in pare. e1a11 be th• lame am the ptecogioduzis Ir eintaicirkg 'Au, an Agreement in the first instance; said procmdure is set forth in Sections 2 and 3 'hereof. Any ouch propdeal edbmitted ny the Applicant shall he eacompanied by a proceeeing fee in an amount equal to ons.44sif of any initial filing fee as may hereinafter be egtabliehed. from time to time by the City Council pursuent to SeCtiOn 14 hereof.
Any exteruineat to, or cancellation of, any Development Agreement pursuant to this Section shall require the consent of all par- U*0 to said uevelopeent Agreement.
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6.0 PIRIonIC RI tw.
6.1 Time for Review, The City shall periodically review the Development Agreement at least once every twelve moths; after the City enters Into the Agreemaot.
I.2 Applicent's'Snbmission, mot less thee forty-five (40 oor more thin sixty (60) day* prior to -theyearly anniversary of the date the Development agreement was entered into, the Applioant shalt . submit evidence to the City. Council of the Applicant's :onsi faith com. pliant* with the DeveloTeiot Agreement and notify the City Coaeil in writing that etch ONidence tabooing mined to the City Pursuant to the periodic reviewrequirtmento of this SCOtian.. said notification WWII. be Samaxpenied by a pro:easing fca In Seth esorot as, enyhereie... after be estataishod from time to time by the City Council64 /1mgAgga* Within forty-five (0) days after the submission of the Apiplicant' e evidence, the -City Councal shell determine Von • . V t
the basis of senetantial evidence whether or not the Applicant hen, for the period under review, comalied in good faith with thin term and Condition of the Agreement. If the City 00!anoi1 find"! and dirtibrailtan on the basis of enhotential evidence tAat the, Applicant he complied in good faith with the terns end condition= 04 the beeelepeenk nore*Nenn during the period under review...the review for that period Wheal, he detailed oonoloded. If the City Council finds and determine* on the basis Of guhetentiel evidence that the Applicant Nee not complied in good faith with the terns and conditions of the Agreement for the period under review, the City COnacil May proceed to modify or terminate the Agreementr or establish a time schodule_fornompliance therewith, in Amoomunme with the procedures est fOrth in Section 7 hereinafter* -6-
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6.4 initir on of Neview by City Coln In additicm to
the annual periodic review set forth in SeatiOn 6 , 1, 6-.2 and 6.3 hereof, the City Counoil may at any time initiate a review of the Development Agreement upon the giving of written notice thereof to Applicant. Within thirty (30) days following the receipt of such notice, the Applicant shell submit evidence to the City Council of Applicant's good faith compliance with the Development Agreement and sagh review and determinetiOn shall proceed in the inannar obbwrwiee provided in Section 6 and 7 hereof.
1.9 MODIPICAZION oRTAMSATION# _
Noticeto Applicant. If the City Council finds end
determine* on the 'basil* of substantial evidence that the Applicant has nob compiled in good faith with the terms and condition, of the Development Agreement during the period under review and if the City Council. determines to proceed . with modification or termination of the Development Agreement, or establish a tiTteecheduln for compliance therewith, the City Council shall give notice to the Applicant of city council's intention to do so within ten (IC) daye of making it* fin4inge under emotion 6.3 hereof.
Risbilo_Henri:44: The City Council snail set and 1vo
notice of public bearing on modification or terinination, or to entAbUSW A tine echo:tole for onapliandoe, to be held within fortr-live (43) day* after the City council gives notice to the Aetiliceot.
7.3 Decision. The City Council Shell announce its findings and decision on whether the DevelcgswinitAgreament is to be terminated, 3r how the DavolOpment Agreement is to be.modified, or the provisions of the Development Agreement with Which Applicant must comply and a time schedule therefor, not later than ten (19) days following completion of the public bearing on such matter. Modifying or terminating • -7-
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a Development Agree* shall be accomplished b.: - nacting an ordinance.
The ordinance etiall recite the reasons ehieh. 10 that it:Tinian of the City Cooncilt Make the Modifications or termination of the Development Agreement nsceseary. Not :Ater than ten (10) day following adoptioo of the ordinance, one copy thereof ehall be forweeded to the Applicant.
The DevelopMent Airesment Shall be tint or the moaned Development Agreement shall becalm effeotive on the effective date of the ordinance modifying cr tereinating said ligrasnent compliance with any performance time schedule established by the City coconil as an alternative to modi. i4Oution or terMihntiO0 of the Development Agreement Stall be mebleet to periodic review n the manner met forth in Section e .6 and 7 lemoDIE -, and leek of good faith compliance therevith stall be sebasie for terednetion or modifloatl04 of said Development Agreement, 841 =net OP kaiteseiNf.
Delos* otherwise provided by the Development Agreement, vales, regulations, and official policies governing permitted use. of •
the land, dansityr design, public improvements end construotion standords and specifications Abell be thame rules, regulatione and official policies in Toros at tlpf. time of ereoution of the Development 4W-cement, The City shall not, however, to prohibited, frogs Applying to aft& peopil w-tr 11111014 le the edhieot of the Dev.eloeseat enreement WO znies, regular-lone . and'poliesies Which do not oonfliot with these voles, repalationa and poXioies eat forth in the Development Agreement r shall the city be pnahibited from denying or conditionally approving any subsequent development project Application on the beide of such existitg or new rules,, regulations and petioles.
9.0 120NDMSADILITY.
celage. amended or cancelled, a Development Agreement °hail be enforceable by any party thereto notwithstanding any Change in any Final Execution Version 042524
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Applicable General or specific plan, zoning, subdivision or building regulation adopted by the City which alters or emende the mien, regulations or policies: specified in Section 0 hereof or is inconsiatent -rith the provisions °contained in the Development Agreement,
10.0 SUCCUMBS AND ASSIChet.
The bardthS of the Developeent Agreement shall be binding upon, And the benefits of the Development Agreement inure to, all successors in interest and assigns of the patties to the Development Agreement.
11.0 ATAMAILEEIREWUfigtIn the event that the state or federal Item or regulations emitted situ' a Development Agreement hen been entered into, prevent or preclede caspliance with one or more provisions of the Development Agreement, such provisione of the Development Agreement shall be modified or suspended as may be necessary to comply with such state or federal law or regulation, so long as such laws or rogulatiOad ehall remain in effect.
12*0 EXTENSION or Trns T0 ACT.
The time period within which way party or entity in ntnerwige required to act pursuant to any 4;0.'01,os:bit provision hereot shall be deemed extended for any period of time necemsary to comply with any applicable provieione of the California.finvironmental Quality act and the State deidelines adopted pursuant thereto.
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EXHIBIT J
Project Approvals
Agency Action
City of Anaheim
Certification of a Subsequent Environmental Impact Report No. 352 to E1R No. 311 and SE1R No. 340 and adoption of a Mitigation Monitoring Program.
Approval of an amendment to the Land Use Element of the City of Anaheim General Plan to describe the amended District names, and new Overlays and associated density.
Approval of an amendment to the Circulation Element of the City of Anaheim General Plan to (1) remove the planned future extensions of Clementine Street between Katella Avenue and Orangewood Avenue and Gene Autry Way between Harbor
Boulevard and Haster Street; and (2) to reclassify Disney Way between Anaheim Boulevard and Harbor Boulevard from a sixlane Major Arterial to a four-lane Primary Arterial (with no change to the width of the ultimate public right-of-way).
Approval of an amendment to the General Plan Circulation Element to reflect the following intersection lane
configurations: (1) at Harbor Boulevard & Convention Way, provide two left-turn lanes, one shared through/right-turn lane, and one exclusive right-turn lane on the eastbound approach and one left-turn lane, one shared through/right-turn lane, and one exclusive right-turn lane on the westbound approach (consistent with existing configuration); and (2) at Haster Street & Gene Autry Way, provide a single shared leftturn/through/right-turn lane for the eastbound approach and three left-turn lanes and two right-turn lanes for the westbound approach. The northbound approach would be equipped with a right-turn signal overlapping with the westbound left-turn signal phase.
Approval of an amendment to the General Plan Circulation Element and the City's Bicycle Master Plan (1) to remove the Class I Bike Path in the Southern California Edison right-ofway ("ROW') between Harbor Boulevard and Anaheim Boulevard and add a Class I Bike Path on the north side of Disney Way between Clementine Street and Anaheim
Boulevard; (2) to add a Class I Bike Path on the west side of Clementine Street between Alm Way and Disney Way (limits subject to change based on determination of proposed
dedication); and (3) to modify the classification of the planned bike facility on Walnut Street between Katella Avenue and Ball Road from Class II Bike Lanes to a Class I Bike Path on the east side of Walnut Street.
Revise maps, figures, text, and tables throughout the General Plan to reflect these changes.
Approval of amendment to the Anaheim Commercial
Recreation Area Maximum Permitted Structural Height Map (Anaheim Municipal Code Section 18.40.080 (Structural
Height Limitation — Anaheim Commercial Recreation Area).
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Agency Action
Approval of an amendment to the DRSP and the DRSP Zoning and Development Standards (Anaheim Municipal Code
Chapter 18.114).
Approval of an amendment to the ARSP and the ARSP Zoning and Development Standards (Anaheim Municipal Code
Chapter 18.116), including approval of the Theme Park East Overlay, the Theme Park West Overlay, and the Parking
Overlay.
Approval of amendments to The Anaheim Resort Public Realm Landscape Program and The Anaheim Resort Identity
Program.
Approval of the abandonment of the public right-of-way in Magic Way between Walnut Street and Disneyland Drive, in Clementine Street between Katella Avenue and the southern property line of the proposed Southeast District of the DRSP, previously dedicated by Disney to the City, and in Hotel Way north of Disney Way. I
Approval of an encroachment agreement for at least one and up to three pedestrian bridge(s) over Harbor Boulevard and up to two additional pedestrian bridge(s) over Disneyland Drive.
Approval of an amendment to the 1996 Development
Agreement between Walt Disney World Co. (renamed Walt
Disney Parks and Resorts U.S., Inc. in 2009) and the City.
Approval of a Discretionary Exemption to establish the timing of Street and Other Right-of-Way Dedications and
Improvements (Anaheim Municipal Code Section 18.40.060
Dedications and Improvements).
Orange County Transportation Authority
Approval of an amendment to the Orange County Master Plan of Arterial Highways (MPAH) to (1) to remove the planned extensions of Gene Autry Way between Harbor Boulevard and Haster Street and of Clementine Street between Katella Avenue and Orangewood Avenue, which are planned through the
Southeast District of the DRSP and the adjacent existing Toy Story Parking Lot in the ARSP and (2) to reclassify Disney Way between Anaheim Boulevard and Harbor Boulevard from a six-lane Major Arterial to a four lane Primary Arterial. 1 Specific limits of street abandonment shall be determined and approved by the City Engineer and City Council. Abandonment shall take place in accordance with the Street and Highway code together with approved City regulations and policies.
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EXHIBIT K
Statement of Overriding Considerations
CEQA, California Public Resources Code Section 21000, et seq. (Public Resources Code § 21081(b) and CEQA Guidelines § 15093), requires a public agency to balance the benefits of a project against the project's significant and unavoidable adverse impacts in determining whether to approve the project. The DisneylandForward Project, encompassing the approvals listed previously in Section III. Project Description and detailed in Section 3 of the Draft Subsequent EIR, will result in environmental effects, which, although mitigated to the extent feasible by the implementation of mitigation measures required for the Project, will remain significant and unavoidable, as discussed in the Final Subsequent Environmental Impact Report (EIR) and CEQA Findings of Fact. Significant and unavoidable impacts related to Air Quality, Cultural Resources, Greenhouse Gas Emissions, and Noise are the impacts for which this Statement of Overriding Considerations is required. Details related to each significant and unavoidable impact are detailed above.
The Anaheim City Council finds and determines in approving the DisneylandForward Project that the Final Subsequent EIR has considered the identified means of mitigating or avoiding the Project's significant effects and that to the extent any significant environmental effect remains unavoidable or not mitigated to below a level of significance after mitigation, such impact is acceptable in light of the social, legal, economic, environmental, technological and other Project benefits discussed below, and such benefits override, outweigh, and make "acceptable" any such remaining environmental impacts of the project (CEQA Guidelines § 15092(b)).
The Project will provide the following benefits and considerations, taken together or individually, outweigh such significant and unavoidable adverse environmental impacts. All of these benefits and considerations are based on the facts set forth in the Findings, the Final Subsequent EIR (including, without limitation, the Draft Subsequent EIR, including appendices, the response to comments, and the record of proceedings for the Project.) The Anaheim City Council determines that the evidence in the record constitutes substantial evidence to support the determinations made in this Statement of Overriding Considerations, that the facts stated in this document and in the Findings are supported by substantial evidence in the record, including testimony received at the public hearing, the staff presentations, staff reports and all materials in the City's Project files. The Anaheim City Council also determines that to the extent other evidence was presented that is contrary to the determinations made herein or in the Findings, such evidence was nevertheless considered, weighed and determined to be either lacking in credibility or insufficient in weight to detract from the determinations made herein or in the Findings such that the Anaheim City Council reached these determinations after due consideration of all evidence presented to it. Each of these benefits and considerations is a separate and independent basis that justifies approval of the Project, so that if a court were to set aside the determination that any particular benefit or consideration will occur and justifies project approval, the Anaheim City Council determines that it would stand by its determination that the remaining benefit(s) or consideration(s) is or are sufficient to warrant project approval.
Facts in Support of Statement of Overriding Considerations: The Anaheim City Council hereby finds that the substantial benefits resulting from implementation of the Project outweigh Final Execution Version 042524
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the potential unavoidable adverse effects related to air quality, cultural resources, greenhouse gas emissions, and noise. The Anaheim City Council has reviewed the substantial evidence before this decision-making body and concludes these potentially significant unavoidable impacts are acceptable based upon the overriding considerations set forth in these Findings. Any of these overriding considerations is sufficient to support the Anaheim City Council's determinations herein:
1. Provides Economic Benefits to the City of Anaheim: The Disneyland Resort is the largest employer in the City of Anaheim and is one of the main engines supporting the City's economy. Based on a June 5, 2023 study conducted by California State University, Fullerton, for every $1,000,000,000 Disney invests in the City of Anaheim, the City of Anaheim receives $15,000,000 in annual tax revenue from Resort operations and $253,000,000 in economic output. The DisneylandForward Project is expected to generate revenue to the City from transient occupancy taxes (TOT) and sales taxes and Disney is not requesting any public funding for the Project. This additional revenue will increase the City's General Fund, which is used for a wide variety of public benefits, including funding police and fire personnel and resources, local school districts, parks, libraries, and capital improvements.
2. Provides Jobs: The DisneylandForward Project will require local workers to fill construction and skilled labor jobs over the 40-year buildout period. Because the Project will be developed over an extended timeframe, permanent part-time and full-time jobs also will be required over this same period and into the future. These jobs will be available to local workers and will include hotel, theme park, retail, dining, and other service industry work. Based on a study conducted by California State University, Fullerton, for every $1,000,000,000 Disney invests in the City of Anaheim, 4,480 construction jobs over a four-year period and 2,292 operational jobs are added to the local economy.
3. Sustainability and Efficiency: The Project will continue to implement sustainability features that go beyond compliance with federal, State and local environmental rules and regulations.
The Project will incorporate key sustainability features, including the following: highefficiency lighting and other electrical equipment; water efficient landscaping and irrigation systems; water saving fittings, fixtures, and equipment; incorporation of electric vehicle chargers; use of recycled paper products; and recovery and recycling of materials.
4. Increased Pedestrian Safety: The Project has been designed to increase pedestrian circulation and safety throughout The Anaheim Resort. The Project proposes new and enhanced pedestrian linkages between land uses and areas of the Project Site, including landscaped walkways, promenades, and plazas. The Project also includes grade-separated pedestrian bridges or crossings to reduce potential pedestrian/vehicular conflicts and improve pedestrian and vehicular circulation in The Anaheim Resort; specifically, the Project will include construction of at least one and up to three pedestrian bridges over Harbor Boulevard north of Disney Way and south of Manchester Avenue, improving pedestrian connectivity and safety within The Disneyland Resort. The Project may also construct two additional pedestrian bridges or crossings over Disneyland Drive between Magic Way and Katella Avenue.
5. Bicycle Circulation: The Project will install bicycle facilities, including the following: a Class I Bike Path on the east side of Walnut Street from Ball Road to Katella Avenue; a Class I Bike Path on the north side of Disney Way between Anaheim Boulevard and Clementine Street; a single two-way, off-street, shared-use pathway for pedestrians and bicycles on the west side of Final Execution Version 042524
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Clementine Street between Alro Way and Disney Way; and a bike parking facility in the East Parking Area and/or Parking Overlay just north of the East Parking Area. The Project also will dedicate right-of-way and contribute in-lieu fees to fund proposed Class II bicycle lanes on Ball Road east of Walnut Avenue and on Haster Street south of Katella Avenue.
6. Vehicle Trip Reduction: The Project will continue to implement trip reduction measures, including those that directly support alternative means of transportation like transit, bicycle travel, and pedestrian movement. The Project will continue to implement Disney's Transportation Demand Management (TDM) program that includes: bicycle parking and amenities; online ride-matching and carpool/vanpool program; guaranteed return trip program; incentives for using alternative travel modes; flex schedule and telecommuting; electric vehicle parking and incentives; shuttle services; and promotions, marketing and education to make employers and employees aware of the various programs and benefits offered. Additionally, the Project will implement specific improvements to reduce vehicle miles traveled, including use of the East Esplanade Transportation Center and construction of pedestrian bridges or crossings within The Anaheim Resort.
7. Structural Height and Setbacks: The Project will implement modified height restrictions and a Sky Exposure Plane to limit heights and require buildings to step back from the property line along certain roadways to reduce visual exposure from adjacent, off-site uses. The Project would 1) permit more natural light to reach the street or property line adjacent to a proposed building or structure, and 2) reduce the apparent bulk and mass of any building. The Project also will require compliance with the 360-Degree Architectural Treatment Criteria set forth in the Disneyland Resort Specific Plan and the Anaheim Resort Specific Plan to ensure sufficient screening from adjacent properties.
8. Affordable Housing: The Project will pay $30 million into a public trust established or specified by the City to be used to provide affordable housing residential units and housing affordability programs as determined by the City.
9. Parks Payment: The Project will pay $8 million for park improvements in the City outside of The Anaheim Resort, as determined by the City.
10. Katella Avenue Sewer Improvements: The Project will pay $10 million for upgrades to the Katella Avenue sewer infrastructure.
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EXHIBIT L
Terms for TOT In Lieu Agreement
Subsequent DVC TOT In-Lieu Agreements:
I. Tailoring of In-Lieu Agreement for each DVC Project:
All DVC TOT In-Lieu Agreements relating to DVC Projects developed and opened during the Term shall be in substantially identical form to that certain Transient Occupancy Tax Agreement by and between the City and Disney Vacation Development, Inc., dated as of October 6, 2020; provided, however, that Section 2(a) of said agreement shall be replaced with language substantially identical to the following:
a. The Parties hereby agree that, with respect to each year of operation of the Project, DVD shall make TOT in-lieu payments ("TOT in-lieu") to the City in accordance with this Section II(A).
i. Non-Application to Transient (Hotel) Guests: TOT in-lieu payments shall be calculated based on actual occupancy of the timeshare units when occupied by a DVD Timeshare Owner or other occupant based on a timeshare exchange; however, when a Project unit is occupied by a transient (hotel) guest, TOT and ATID shall be collected and paid as though the unit is a standard Hotel room rather than under this Agreement. i i . Comp Set Determination: The Parties agree that the primary comparison for purposes of establishing the comparison TOT in-lieu for the respective TOT in-lieu shall be rates (inclusive of all charges including parking and daily resort fees) charged by Disney or any thirdparty hotel booking service for average nightly room rate for each specific unit type within the actual DVC project. If there is not an applicable comparison rate either because the DVC project has not yet commenced operation or most or all the DVC units are actually occupied by DVC members for the comparison period (as distinguished from DVC members who make their DVC unit available rent on third-party hotel booking services), the Parties agree that the hotel or list of hotels agreed to (or deemed agreed to) by the Parties are the appropriate competitive set for the Project ("Comp Set"), determined according to the principles and process set forth in Exhibit L, Section II of that certain Development Agreement dated May 7, 2024 by and between the City and Walt Disney Parks and Resorts U.S., Inc., an affiliate of DVD (the "DA").
A. Periodic and Requested Comp Set Reviews. On or around every fifth (5th) anniversary of the Project's opening date, or more frequently (but not less than two years since the last the last review) if either Party requests a review in writing on the basis of materially changed circumstances in either the DVC Project or the Comp Set which the requesting Party believes likely causes a difference in TOT revenues to the City under this Agreement of more than 10% from where they would otherwise be, the Parties shall meet and confer as to whether the Project's Comp Set accurately reflects the Project's market positioning, following the process set Final Execution Version 042524
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forth in Section II.C. of Exhibit L to the DA to confirm the existing Comp Set or determine the new Comp Set.
Initial Determination of Sum Total Point Value: Each night of the year will be assigned a point value specific to Project room type, season, and day of the week ("Point Value"). Beginning with the Project's first year of operation and thereafter on an annual basis, and no more frequently than on an annual basis, DVD shall provide to the City a Point Value allocation for the Project. The Parties agree that while the Point Value allocation may change from year to year, the sum total Point Value for the Project shall remain static from year to year. iv. Calculation of TOT Value Per Point. For each night that a timeshare unit in the Project is occupied and to which this Agreement applies under Section 2(a)(i), DVD will collect from the occupant, at checkout, an amount based on the Point Value assigned to such night, times a dollar figure with respect to TOT in-lieu ("TOT Value Per Point").
A. Initial Operation Period. For the first year of operation (the "first year of operation" being defined as the first full calendar year of the Project's operations plus any partial calendar year of operations (i.e., if the Project opens on a day other than January 1st)), the TOT Value Per Point shall be set at (i) the actual TOT [(imputed for non-Anaheim hotels in the Comp Set based on their average daily rate and occupancy rate)] paid by the Project's Comp Set for the twelve (12) full calendar months ending on the date which immediately precedes the date which is one year before the date on which the Project opens for operations (so, for a Project that opened on January 1, 2028, the measurement period would be January 1 through December 31, 2026), multiplied by (ii) a fraction equal to (y) the number of timeshare units in the Project divided by (z) the number of rooms available for hire in the Comp Set during the relevant period, such amount to be divided by (iii) [95]% of the sum total Point Value for the Project.
B. Annual Reset and Review. For each subsequent year of Project operation, the TOT Value Per Point shall be reset as of January 1 to reflect the change in results for clause 2(a)(iv)(A)(i) above for the Project's Comp Set for the preceding twelve (12) full calendar months, with primacy given in this determination, where applicable, to Project rooms sold during that time period to transient (hotel) guests of the Existing Disney Hotel in which the Project is physically embedded or to which it is immediately adjacent, as contemplated in II.B.1 below (but not II.B.2), and for clause 2(a)(iv)(A)(iii) above to reflect any difference between the initial occupancy assumption and the Project's actual occupancy. For the sake of clarity, this change reflected in the preceding calendar year shall be applied to the TOT Value Per Point for stays occurring in the subsequent (not present) calendar year.
C. Changes in City TOT Rate. The TOT Value Per Point shall also be increased or decreased to reflect any change in the TOT rate of 15% (or the tax rate then in effect pursuant to Code Section 2.12.010.)
Principles and Process for Establishing the Comp Set including Dispute Resolution A. Overarching Goal: The Parties intend that the in-lieu TOT paid to the City for all future DVC projects approximate economic parity with the market rates and associated TOT paid for that DVC Project's most comparable Hotel rooms, i.e., its Comp Set, to the full extent feasible throughout the Term of that DVC Project's TOT agreement.
B. Comp Set Determination — General Principles:
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1) When DVC Project is Embedded in an Existing Disney Hotel. The Parties acknowledge and agree that absent an atypical market strategy or room development type within the DVC Project, where the DVC Project is physically embedded and/or immediately adjacent to an existing Disney Hotel (the "Existing Disney Hotel"), the appropriate Comp Set for that DVC Project is the set of one consisting of that Existing Disney Hotel. 2) When the DVC Project is Not Embedded in or is Differentiated from Existing Disney Hotel(s). If the DVC Project is not physically embedded and/or immediately adjacent to an existing Disney Hotel, or is so embedded and/or adjacent but is intended to be marketed at a value point materially inconsistent with that of the Existing Disney Hotel, then the Comp Set for that DVC Project shall be determined by reference to a combination (which can include a relative economic allocation) of Disney hotels determined by the Parties or, if the Parties do not agree, by their respective Lodging Industry Experts pursuant to the process described below as most likely to reflect the DVC Project's market position and pricing. The preference will be for reliance on Disney hotels in Anaheim, but reliance on one or more then-existing Disney hotels in Florida will be permitted if the consensus of the Parties and/or the expert opinion of the Lodging Industry Experts is that inclusion of such hotels is beneficial to the determination of the DVC Project's market positioning. By way of example only, if a DVC Project was proposed as a physical addition to the Pixar Place Hotel but was intended to be marketed as a more luxe offering, the Parties and/or their Lodging Industry Experts could, exercising their judgment, determine the Comp Set by reference solely to Pixar Place Hotel but with an assumed adjustment to reflect the expected premium, or by reference (presumably weighted) to both Pixar Place Hotel and Disney's Grand Californian Hotel and Spa, or by references to both these hotels and/or additional thenexisting Disney hotels in Florida that had similar characteristics to the planned DVC Project helpful to determining its likely market position.
3) Commitment of Candor and Adherence to Overarching Goal.
Disney agrees that throughout each Comp Set process, it will provide a candid picture to the City's representatives of its intended lodging product and general marketing intent with the DVC Project, so as to accurately inform the Comp Set decision, and also as to the relevant rates of any nonAnaheim existing Disney hotel included or proposed to be included in the Comp Set. Disney and the City both agree that throughout each Comp Set process, they shall be guided, and they shall direct their respective Lodging Industry Experts to be guided, by the overarching goal of approximating economic parity in market rates for the most comparable Hotel rooms to the DVC Project, and in payment of associated TOT.
C. Process for Comp Set Determination and Dispute Resolution 1) Initial Discussion. No later than eighteen (18) months before the anticipated public opening of a DVC Project, the Parties will meet to discuss the DVC Project and its anticipated market positioning and shall attempt to reach mutual agreement on the associated Comp Set at this meeting or within 45 days thereafter (such timeframe, the "Initial Comp Set Period"). The Parties may include their respective Lodging Industry Experts in this initial meeting.
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2) Industry Expert Resolution. If the Parties cannot reach agreement on the DVC Project's Comp Set within the Initial Comp Set Period, then they shall notify one another no later than 5 days after the Initial Comp Set Period ends of the identity of their respective Lodging Industry Expert if they have not already done so, providing contact information. i. The Parties' Lodging Industry Experts shall meet within 30 days after the Initial Comp Set Period ends to discuss the DVC Project and its anticipated market positioning and shall attempt to reach mutual agreement on the associated Comp Set at this meeting. The Parties may attend the initial portion of the meeting to provide the Lodging Industry Experts with an overview of the DVC Project and their respective viewpoints appropriate Comp Set inclusions, if these have not already been communicated during the Initial Comp Set Period, and the Parties will then allow the Experts to meet and confer privately. If after private conference the Parties' Lodging Industry Experts reach agreement, they will immediately notify the Parties of the DVC Project's Comp Set and the Parties agree to be bound by that decision.
If the Parties' Lodging Industry Experts cannot agree on the DVC Project's Comp Set during their meeting, they will identify for the Parties in writing, within 10 days thereafter, (A) one or more mutually agreeable candidates in ranked order to serve as the third Lodging Industry Expert (the "Third Expert" and collectively with City's Lodging Industry Expert and Disney's Lodging Industry Expert, the "Experts"), and (B) their respective opinion about the DVC Project's appropriate Comp Set. The Parties will proceed to engage the Third Expert, the costs of whom will be mutually borne by the Parties, no later than 30 days after the Parties' Lodging Industry Experts provide their list of Third Expert candidates. iii. The Parties and, if they can both attend, their respective Experts, will meet with the Third Expert within fifteen (15) days after the Third Expert is engaged to provide an overview of the DVC Project, their views as to its expected market positioning, and the other Experts' opinions as to the Project's appropriate Comp Set. iv. No later than thirty (30) days after the joint meeting, the Third Expert will notify the Parties which of the two Parties' Experts' opinion as to Comp Set the Third Party believes is the better Comp Set for the DVC Project given the overarching goal set forth in Section ILA. The Parties agree to be bound by that decision.
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EXHIBIT 0
Anaheim Jobs Program
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Anaheim Jobs Program
Fat 2023
tivaney tri_Taire's network of ectucabonai pzviders ade two iocai Orange Coil-dry academic instikriona Californb State University. Fuilerton and Futferton Cortege Combined, they offer over 50 educational programs to ernployem, including the opportunity to attend select ote in peon Today, more than 300 current employees are enroaed at both xhoo.
California State tAiiviercity Fullerton is the largest carnpim wilten the California state Unversity zystern and Ls a catatytt for ttcocial roobility as the number-ore univiersily ri COlifornia rt graduating women and s-tuderft of color. Fullerton College is one of the oldee,t ccerrinurity cone - .rt the state of Cadornia. arid one of the moot rAW..tessful in the nation It t also the WO feeder hoo; crt aareer ductents into California •Uate University, Fullerton
The DiSneykind Ch4d Cave PlOigrain desilierked to provide avtanety. of choices, convenience, and ainakihirrty to hp _greet the chad care nfteft of ‘Kolurtia parents. Ef-gspie ban-terteaft Cast Members can Ch0oset1CliitCl coo cent* from more Alvan 70 select i0Caticins in 'the.learning Cate.Gmuplamay orbrxr. This atiManbal rivteltrntrt En.put weu-beireg.sir piScalt/Ir. :1:19110; Out OotherlOrleril h theclarrentsnites-we out rioMe Final Execution Version 042524
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The CH,R etornmuntty rvotickiree develoixftent wettotve pondesstudent! and aCtteU trot Anaheim with neededtiatoand devdopment opix•duvues that help prepare them to secure Cnitligy lobs n and Orantte empty and set them on a $onctterm tamer path. • VI FY23, 5950000 was donated to fund %modem development grants tar 15 twgteir..rnons serve Anaheim nr4Iterrts, btinging our total to.
Sas mnlionunitedn theradwtyears
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Deve:opment Agreement Annual! Report
Anaheim Jobs Program
Fag 2023
Workforce Development
Final Execution Version 042524
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DLR. M cadawfation wt BroMarsthg Siders of Orange County and the Inland rcore. entered the second year of a three-year VVorkplace Mentoring Program with a cohort of 15 matches of 'Bigs" and "Littl" from k3tella High School.
In the summer of 2023. DLP hosted 12
students from the Anaheim Union High School
Diamet AIME Program (Anaheirn's Innovative
Mentonng Experience) During this six-week
onagrarn, each student was paired with a
=Vaned leader from vanous departments to
learn proinalonal skills and discover how the
resort operates The students experienced 34
meet-and-greets mit different leaders. 8
career r..krls work:Iwo*. and worked as a
cohort on a "mock" pro, *WI was
presented to DO leadership on their finaf cloy_
Upon concteion of the program, students
received a scholarship from AU4-150, funded in
pari by a donators fnam DLR
For the sixth iear UR provided the followng ofteringe to nonprofit organizations parhcipating rn wtrndorpe deve6012Mtril initiative through More thanSdse=ionc:
+A Spe:Nrera Bureau iboth ncirvidual speakers
and career oarte) cornro5ed dDitirleY
• VolurREAFM speakers from DLR sharing car
lourney stones wrvie offerog exoasure to various
career path& within DEcney
=Portal wort,:ahotia vvirering 101:MSZ.ucti
an Resume %Nam°, Interviewing Skills, Buointeri
Eaquette, Engireenivg, arktt Prdrini Fame.=
- +We% icRehtler4logive gh =Net tittidettarid Jodull =ahem- We -
Development Agreement Annual Report
Anaheim Jots Program
Fall 2023
Final Execution Version 042524
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OLclenidyaii tongpatandirsielatianahsp math otnrIgeiG41706 alimentary throtiOulAr HOU, %Warn 110kAr ald.1461Aniericign buzneeo maxims givup 4.01/1. ;diem a prOprwn ate miLd.,..t.
Deveiopment Agreement Annual Report
Anaheim Jobs Program
Fag 2023
Big Brothers Big Stern of Orange County and !wand Empire Boys & Girls Clubs of Greater Anaheirn-Cyoms
Corm-nunNy Action Partrberritip of Orange County
Chry: . ge Cooly)
G!.. 'Sounty
G - :
Center for Veteran 1,&rii= -
Artior Achievement of Grange County
My Day Counts
Orartae Cc.lunty Ao,en and Po-,--....rf•c • vandet Community Alliance tOCAPICA) F.72._!1,::a.
:n- tqc.'711 ang Oxon)"
L:3E7-
Orange Occrity
Wooing Wardroo ot c.cor.geCounty
In Juiy, DUI C••=1 MernOein catiected and rfonated nearly 4 ,000 school tuppiy .term to Orange Grove Elementary !hat ncluded notebooks. crayore, rulers. pertc:tc. glue ttcks and rte.
Miley VoWnEARS it and arevare #le raocit suo,ok.e for deivery to Orange Grove Ealementary. Seven Disney Vo4snIEARS, includtng the Disneyland AritiataaCtOrt attended a =hoot sugpty dstrbuten al the =hoe&
Nearly 400 atudenta attended the event and walked trNery Val :wane* tea to surt the =hoot year_ Oimge Gime aerrientatY Pencall4alDL MandOssn noted that not anly citd DIP peovide sufficent WWI= foe! that siddente. the wsmetVen phila 2rCire sutresuppttee win nelghbotrina sichooi. 1-lor3ce Mann ElemerOry.
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3 4. 2023
2023
..14n B. 2323
4 26,2023
Jan 11 2023
Jan 2C 2023
Mar 16. 2C23
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Jar. 16 323 Apr 16, 2Q23 ,
3,2023 February 1 202.2.
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J 26 2023 Jun 13, 2C23
Jan Si ..1Jr. - 27, 2C22
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aeve!c pni eat Agreement ,Annua', Report
Ana'i eirn Jobs Program
Fail 2023
Mentoring
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Noy 6, 2322 .:
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-tit 6. 2323
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Workahopt
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Felo.-uary' 24, 2022
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Mar 3 2023
M&7. 3223
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Ce. veer PaLlets
No.:3, 2022 1 '
:.-.4K E. :.:-.1:-:,
Jan 6, 2021 i
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Mir 17, 2023
Speallets
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Apni 4, 2023
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Mock
intenti ews
March 6, 21323
March 22, 2023
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