RECORDING REQUESTED BY AND
WHEN RECORDED, RETURN TO:
Office of the City Clerk
200 South Anaheim Blvd. #217
Anaheim, CA 92805
EXEMPT GOVERNMENT AGENCY Per Gov't Code 27383
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk-Recorder
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(SPACE ABOVE FOR RECORDER'S USE)
FIRST AMENDED & RESTATED DEVELOPMENT AGREEMENT
NO. 96-01 (1 ST AMENDED)
BY AND BETWEEN
THE CITY OF ANAHEIM
AND
WALT DISNEY PARKS AND RESORTS U.S., INC.
DATED AS OF
MAY7,2024
cz
A-Ct fl-- I '51 lP-A
FIRST AMENDED AND 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 J__, 2024
.......,
FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 96-01 (1st Amended)
TABLE OF CONTENTS
Pages
1. DEFINITIONS . ....................................................................................................................... 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" ............................................................................................................... 1 O
1.12 "California Environmental Quality Act" or "CEQA" ............................................. 10
1.13 "City" ........................................................................................................................ 10
1.14 "City Agency" .......................................................................................................... 1 O
1.15 "City Attorney" ........................................................................................................ 10
1.16 "City Council" ........................................................................................................... 1 O
1.1 7 "City Manager" ......................................................................................................... 10
1.18 "City Project Coordinator" ....................................................................................... 1 O
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 I . 29 "D. 1sney P rope rty" or "D. 1sney P rope m· es " .............................................................. . 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 "FEIR" ...................................................................................................................... 15
1.39 "Finance Agreement" ...................................................................... 15
1.40 RESERVED .............................................................................................................. 15
1.41 "General Plan" .......................................................................................................... 15
1.42 "Hotel Rooms" or ''Hotel" ....................................................................................... 15
1.43 "IInpactFees" ........................................................................................................... 15
1.44 "Initial Development Commitment Completion Date" ............................................ 16 1 .45 "Initial Development Investment Threshold" .......................................................... 16
1.46 "Inspections" ............................................................................................................ 16
1.4 7 "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 1.63
1.64 1.65
1.66 1.67
1.68 1.69
1.70 1.71
1.72 1.73
1.74 1.75
1.76 1.77
1.78 1.79
1.80 1.81
"Processing Fees and Charges" ............................................................................... 18 "Project'' ................................................................................................................... 19 ''Project Approvals" .................................................................................................. 19 ''Project Elements" ............................................. '.·········· ..··:············· .. ··· .................... 19 "Qualified Theme Park and/or Lodging Improvements" ....................................... 19 "Reserved Powers" .................................................................................................. 21 "Retail, Dining and Entertainment Uses" ................................................................ 21 "Right( s )-of-Way" ................................................................................................... 21 "Section" ................................................................................................................... 21 RESERVED ............................................................................................................. 21 "Statement of Overriding Considerations" .............................................................. 21 "Term" ...................................................................................................................... 22 "The Anaheim Resort'' ............................................................................................. 22 "The Anaheim Resort Specific Plan" or "ARSP" ................................................... 22 "The Disneyland Resort Project" ............................................................................. 22 "The Disneyland Resort Specific Plan" or "DRSP"" ............................................. 22 RESERVED ............................................................................................................. 22 "The Walt Disney Company" ............................................................ 22 "Theme Park" and "Theme Park uses" .................. ... ..... ........................ 22 "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 fu-Lieu of Transient Occupancy Tax and ATID ..................................... 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 lmprovements ........................................ 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 ofEasements ..................... .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 ATID ......................................................................................................................... 48 3 .1.13 Staffing Reimbursement and Enhanced Services Agreement ...................... .48
3. l .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.l Share.d 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 ofFuture 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. DEFAULTPROVISIONS ................................................................................................... 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 ofDefault. ....................................................................... 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.l Amendments ............................................................................................... 78
6.7.2 Operating Memoranda ····························~········································· .......... 78
6.8 Assignment. ............................................................................................................... 79
6.9 Covenants .................................................................................................................. 84
6.10 hnplementation ......................................................................................................... 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.l 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 DisneyHoldHarmless .................... ......... .... ... .... .......... 88
6.12.2.2 City Hold Harmless ....................... .. ........... .. ...... ......... 88
6.12.3 Insurance ......................................................................................................... 89
6.12.4 Continuing Obligations .................................................................................. 90
6.13 TentativeMaps .............................................................................................. • ............ 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 Exhibit A
Exhibit B
Exhibit C
ExhibitD
Exhibit E
ExhibitF
ExhibitG
ExhibitH
Exhibit I
ExhibitJ
ExhibitK
ExhibitL
ExhibitM
ExhibitN
Exhibit 0
LIST OF EXHIBITS
List of Disneyland Resort Specific Plan Amendments,
First
Mentioned
On Page:
Adjustments and Associated Actions ......................................................................... .4 List of Anaheim Resort Specific Plan Amendments,
Adjustments and Associated Actions ......................................................................... .4 Disney Properties DRSP and ARSP ........................................................................... 7 DisneylandForward Conditions of Approval ............................................................ 11 List of Current Projects .............................................................................................. 12 Disneyland (Disney California Adventure) ............................................................... 13 Impact Fees ................................................................................................................ 15 Mitigation Monitoring Plan ........................................................................................ 17 Procedures Resolution ................................................................................................ 17 Project Approvals ....................................................................................................... 21 Statement of Overriding Considerations .................................................................... 21 Terms for TOT in Lieu Agreement ........................................................................... 30 Existing Road Segments ...... .............................. ... .... ... ... .................. 37 Mapped Road Segments .... ................................ ... .. ....... ..................... 38 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 AND RESORTS U.S., INC.
This First Amended and Restated Develop~nt Agreement No. 96-01 (1 st Amended) ("Agreement") is made and entered into this _2_ 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 anEl'cQmm.itment to comprehensive planning which will make maximum efficient utilization ofresources 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 Monitorjng 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 l, 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 DisneylandFmward, 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 (1st 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 l, 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 .:J_ 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 acknowledge 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 I 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 seqJ, 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 ~roject 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 l, 2024, and attached hereto as Exhibit D, "DisneylandForward 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 ofup 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 25 of Chapter 4 of Division 1 of Title 7 (Sections 65864 through65869.5) 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 A venue (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. 43 77 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 Katella 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 imposed 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 (I 0) 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 Pennits 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., HV AC 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. DEV202 l-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 DisneylandForward 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 Park 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: {l) 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.
J.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.l 14.060.010.0101 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 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) 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 ofCEQA; (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 _J_, 2024, the approving ordinance was read for a second time and was adopted by the City Council. The City Council on May _J_, 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 findings set forth in the Develop~ent 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 ~ears 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 A TIO 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") ofimprovements to the City's sewer system in Katella A venue 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 FEIR ("Katella Sewer Improvements"). Disney shall pay the City Disney's share of the Katella Sewer Improvements Costs as follows:
3. l .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 FEIR 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 FEIR 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 eQ.gage 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 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 ofFEIR Mitigation Measure PS-14 relating to a new fire substation, the FOA will constitute an alternative financing 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 1) 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.
3.1.8.2 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 FEIR 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 FEIR Mitigation Measure PS-16, and will satisfy the requirements of FEIR 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 A venue 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 Raster Street (the "Gene Autry Segment") and Clementine Street between Katella 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 (MP AH) 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 (MP.AH) 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 Intennodal 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 MP AH 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 A venue 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 exp~nse ).
(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 ofDisneylandForward, prior to the earlier of: (1) abandonment of Magic Way and/or closure of the western end ofMagic 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 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. 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 FEIR and the DRSP on the west side of Clementine Street north of Disney Way between Alro Way and Disney Way.
(B) Disney shall design and install a Class I Bike Path as more particularly described in the FEIR 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 tl:ie 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 ATID, agrees not to oppose -µse 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 ofDisney,·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 Cal.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 ofRight(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 Walle 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 Walle 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 ~ereby grants encroachment licenses for pedestrian bridges over Harbor Boulevard between Manchester A venue 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 FEIR 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 ATID, that such Board shall provide funding for a pedestrian Final Execution Version 042524
54 wayfinding program on Harbor Boulevard north of Katella A venue and south of Manchester A venue 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 ofreceipt 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 tenns 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 FEIR. 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 of7,500) 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.l(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_detennine 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 (i) 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 iri and around t4e Parties' investments, (ii) these height restrictions . and r~uirements ( coll~ctively, the "Height Requirements") are currently reflected in the Anaheim Commercial Recreation Area Maximum Permitted Structural Hei~t 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 affrrms 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 ofDisneylandForward, 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 53 79. 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 Disneyland.Forward, and on the Theme Park West Overlay and Theme Park East Overlay as defined in the Anaheim Resort Specific Plan as amended by Disneyland.Forward. 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 Coordi.nator 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 ass_ist 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 ofreceipt. 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 pro~ess 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.S 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 32.6, 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 Tenn 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.Softhis 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 detennination 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 ~e 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 (~ 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 Tenn 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 ofno 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 Tenn shall be exte~ded 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 ("MP AH") 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 Raster Street and of Clementine Street between Katella Avenue and Orangewood A venue, 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 FEIR. The City and Disney agree that in the event the MP AH 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 Disney1and 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; frres; 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 ofthis 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 Tenn, 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 fen (10) years of experience in operating first class hotels (i.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(~ 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 financing 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 pmposes of this Section, the term ''transfer" means (i) any direct or indirect conveyance, sa~e, assignment, lease, sublease, license, concession, franchise, gift, hypothe_cation, 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 governmentaJ entity or official, the Parties hereby agree to affirmatively cooperate in defending said action.
6.12.1.1 Attorneys' Fees. Inthe 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 ~ut-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 hannless 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 liab_ility 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 FEIR and the DRSP, on the west side of Clementine Street north of Disney Way between Alro Way and Disney Way (referenced in Section 3.1.1 l.2(A)), (iv) the City's maintenance of a Class I Bike Path, as more particularly described in the FEIR and the DRSP, on the north side of Disney Way between Anaheim Boulevard and Clementine Street (referenced in Section 3.l.1 l.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 I-5 southbound off-ramp and Clementine Street (referenced in Section 3. l.1 l.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 ofthe 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:
Ifto 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 Seve:rability. 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 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
"City"
CITY OF ANAHEIM, a municipal coiporation
of the State of California
Title: Mayor
Title: City Clerk
DATE: o!/ ot,/'JP~'i
"Disney"
WALT DISNEY PARKS AND RESORTS
U.S.
Title: President, Disneyland Resort
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98 APPROVED AS TO FORM:
Name: Robert Fabela
Title: City Attorney
DATE:
APPROVED AS TO FORM:
Special Counsel to the City
By: ~i~
Name: Steve Mattas
DATE:
APPROVED AS TO FORM:
Counsel to Disney
By:____:::~ ~~~e:J_L ___ _
Name: Deanna Detchem
Title: Assistant General Counsel
The Walt Disney Company
DATE: ~ 'f 1.t.,zil-
EXHIBIT A
List of Disneyland Resort Specific Plan Amendments, Adjustments and Associated Actions , , :' .. ~~ 10 !('I . .
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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 QfM8 e._
On ~Ii (.Q_ / ·i ~
}
Date
personally appeared __ ___;_blV\~__...,Y\.__._,_l~¼_'--------'=---L..{}_,1..___,__ 2,.._. ,)'--'±a,-'-""'-.... t _._{C_=,_____ ________ ___ _ 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. loooooeoooooef
a APRIL MCCAFFERY
: Mot.lry Pubtie - California I I Lin Ant9lfi County
C0111mtu1on # 2373302 -
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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 FEIR 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 B, 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 FEIR 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-17 6 on October 8, 1996, finding that the Addendum ( dated July 31, 1996) to the DRSP FEIR 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 1506l(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, Ordimince 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 Adiustment 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 (IRD) 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 No. 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 Adiustment No. S. 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 Garden Walk 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 Adiustment 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 Adiustment 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 BIR 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 Garden Walk 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 GardenWalkOverlay 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 Adiustment 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 Garden Walk 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 A venue 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. iO. 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 Garden Walk 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 EIR No. 311 for the addition of theme park, hotel rooms, and retail, diniµg 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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EXHIBITB
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 A venue 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.1. 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 1506l(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 comer 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 MEIR 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 MEIR 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 Adiustment 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 A venue between K.atella A venue 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 1506l(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 Adiustment 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 MEIR 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 A venue 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 MEIR 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 MEIR 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 MEIR 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 comer 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 SEIR 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 (SEIR.) 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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EXHIBITD
DisneylandForward Conditions of Approval
The DisneyfandForward Conditions of Approval enclosed were adopted by Resolution No. [Insert Number]. Any revisions will be incorporated in the fmal 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 follo~g terms are used:
NO.
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.
CONDITIONS OF APPROVAL RESPONSIBLE
DEPARTMENT
PRIOR TO GRADING PERMIT ISSUANCE
1 That prior to issuance of each grading permit, a rough or precise Public Works Department, grading plan prepared by a registered Civil Engineer shall be Development Services submitted to the City Engineer for review and approval.
PRIOR TO ISSUANCE OF STREET IMPROVEMENT PUN
2 That prior to approval of each street improvement plan the Public Works Department, following shall be provided (for a one (1) year maintenance Development Services 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.
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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 Public Utilities issuance of each building permit, whichever occurs first, Public Department, Electrical Utility Easements (PUEs) will be recorded and/or abandonment Services Division 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.
4 That prior to the approval of each final tract or parcel map, Public Works Department, vehicular access rights to all public streets adjacent to subject Development Services tract or parcel except at approved access points, shall be released and relinquished to the City of Anaheim.
5 Prior to approval of a tentative tract or parcel map, or issuance Public Works Department, of a building permit, vehicular access points to the public streets Traffic Engineering shall be subject to the review and approval of the City Traffic Division 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.
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PRIOR TO BUILDING PERMIT ISSUANCE
6 7
8 9
10 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.
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 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.
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.
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.
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.
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Public Utilities
Department, Electrical
Services Division
Public Works Department,
Traffic Engineering
Division
Planning and Building
Department, Planning
Services Division
Public Works Department,
Traffic Engineering
Division
Public Works Department,
Traffic Engineering
Division;
Planning and Building
Department, Planning
Services Division
11 12
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.
Prior to submittal of an application for a building permit for a new public parking facility, the property owner/developer shall meet with the Public Works Department, Traffic Engineering 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 infonnation 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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Public Works Department,
Traffic Engineering
Division
Public Works Department,
Traffic Engineering
Division
PRIOR TO FINAL BUILDING AND ZONING INSPECTIONS
13 That prior to final building and zoning inspections, the water Public Utilities backflow equipment and any other large water system equipment Department, Water Utility shall be installed to the satisfaction of the Public Utilities Division 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.
ONGOING/GENERAL
14 That pedestrian walkway lighting plans in the public right of way Public Utilities shall be reviewed and approved by the Public Utilities Department, Electrical Department, Electrical Services Division and the Police Services Division; Department prior to installation. Anaheim Police
Department
15 That the roadway lighting of all public streets shall be designed Public Utilities in accordance with the Anaheim Resort Identity Program and Department, Electrical associated construction specifications. Services Division 16 That the property owner/developer shall pay or cause to be paid Public Utilities all costs associated with replacing the existing City street light Department, Electrical system within the public right of way adjacent to or within the Services Division Disneyland Resort Specific Plan Area or Anaheim Resort
Specific Plan Area with street lights designed in accordance with the Anaheim Resort Identity Program.
17 That all trees planted in the Public Realm shall be planted in Public Works Department, accordance with the standard City Tree Planting Detail. Development Services 18 That no development shall occur unless such development is Planning and Building substantially in accordance with The Disneyland Resort Specific Department, Planning Plan No. 92-1 doctµnent on file with the Planning Department Services Division Amendment No. 9, as adopted by Ordinance No._, and with the Anaheim Resort Spe~ific 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 Planning and Building common on- site circulation and/or parking, prior to the Department, Planning recordation of a subdivision map, an unsubordinated covenant Services Division providing for reciprocal access and/or parking, as aooropriate, Final Draft 040824
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20 21
22 23
24 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.
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.
That any modifications to the restricted setback in Project Design Section 3.3-10, to Walnut Street (e.g., tum 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.
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.
Ongoing, any parking facility in the Southeast District shall be loaded and emptied to minimize evening noise generation, in compliance with the Cit:y 's noise ordinance.
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 final 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.
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Public Works Department,
Traffic Engineering
Division
Public Works Department,
Traffic Engineering
Division;
Planning and Building
Department, Planning
Services Division
Public Works Department,
Traffic Engineering
Division
Planning and Building
Department, Planning
Services Division
Public Works Department,
Traffic Engineering
Division
25 That within thirty (30) days of the City Council's action on Planning and Building Amendment No. 9 to The Disneyland Resort Specific Plan No. . Department, Planning 92-1, the property owner/developer shall provide the Planning Services Division 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 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 Planning and Building mitigation measures, shall be held responsible for compliance Department, Planning with the mitigation measures and implementation of the project Services Division 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.
27 That every five years following the adoption of Ordinance No. Public Works Department, __ for Amendment No. 9 to the Disneyland Resort Specific 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 Public Works Department, Area on Magic Way shall be provided so long as the parking Traffic Engineering facility is required to serve the Project. Division
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29 30
Ongoing, to prevent toll booth queues from reaching public streets and potentially causing congestion, the property 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 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.
No later than thirty (30) days after the City Council's action on Amendment No. 9 to The Disneyland Resort Specific Plan No. 92-1, the property owner/developer shall cease using Gate 26 on 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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Public Works Department,
Traffic Engineering
Division
Public Works Department,
Traffic Engineering
Division
EXHIBITE
List of Current Projects
• Mickey & Minnie's Runaway Railway: a trackless dark ride located in Mickey's Toon.town that features an original story themed to the cartoon world of Mickey Mouse • Mickey's Toontown refurbishment: an extensive reimagining of several attractions including Goofy's 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 definition 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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EXHIBITF
Disneyland [and Disney California Adventure]
Disneyland Theme Park and CA Adventure Theme Park
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EXHIBITG
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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Mitigation Monitoring Plan
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SECTION 4.0 MITIGATION MONITORING PROGRAM
MITIGATION MONITORING PROGRAM (MMP) NO. 000387 (INCLUDING
PROJECT DESIGN FEATURES) FOR THE DISNEYLAND RESORT PROJECT
AS AMENDED BY
THE DISNEYLANDFORWARD PROJECT
CEQAAction Subsequent Environmental Impact Report No. 352 (Resolution No. 2024--029) Project Description General Plan Amendment, Specific Plan No. 92-1 Amendment No. 9, and Specific Plan No. 92-2 Amendment No. 17 Applicant Walt Disney Parks and Resorts U.S., Inc., 500 South Buena Vista Street, Burbank, California, Project Location The Project site is located approximately 35 miles southeast of downtown Los Angeles and seven miles northwest of Santa Ana, in central Orange County, California, and is generally located adjacent to and southwest of the Interstate 5 (1-5), between Ball Road to the north, Walnut Street to the west, and Chapman Avenue to the south. The Project site encompasses The Disneyland Resort, including the Theme Park, Parking and Southeast Districts of the Disneyland Resort Specific Plan (DRSP), and properties in the Anaheim Resort Specific Plan (ARSP) Commercial Recreation (CR) District (Development Area 1) owned or controlled by Walt Disney Parks and Resorts U.S., Inc. (Disney) or other subsidiaries of The Walt Disney Company.
Terms and Definitions
1. Applicant - Walt Disney Parks and Resorts U.S., Inc.
2. Property Owner/Developer-Any owner or developer of properties owned by Disney or other subsidiaries of The Walt Disney Company within the DRSPortheARSP.
3. Project Design Features (PDFs)- Measures incorporated into The Disneyland Resort Project as amended by the DisneylandForward Project by the applicant with the intent of minimizing potential environmental impacts. The PDFs included in this Mitigation Monitoring Program will be implemented as mitigation measures.
4. Environmental Equivalent/Timing - To the extent permitted by law, if Disney cannot complete any PDF or Mitigation Measure and timing thereof, the City may specify another substituted measure, which (i) will have the same or superior result, (ii) will have the same or superior effect on the environment, and (iii) has a nexus to the Project. The Planning Department, in conjunction with any appropriate agencies or City departments, shall determine the adequacy of any proposed "environmental equivalent/timing" based on substantial evidence and, if determined Final Execution Version 042524
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necessary, may refer said determination to the Planning Commission. Any costs associated with information required to make a determination of environmental equivalency/timing shall be borne by the Applicant.
5. Responsibility for Monitoring- Shall mean that compliance with the subject mitigation measure(s) shall be reviewed and determined adequate by all departments listed for each mitigation measure.
6. Ongoing Mitigation Measures - The mitigation measures that are designated to occur on an ongoing basis as part of this mitigation monitoring program will be monitored in the form of an annual letter from the Property Owner/Developer and/or Applicant in January of each year stating how compliance with the subject measure(s) has been achieved. Mitigation Measures are referenced in parentheses by their section number as identified in the Draft Subsequent EIR No. 352. Mitigation Measures and/or PDFs designated to occur on an ongoing basis are noted with an asterisk(*). For mitigation measures/PDFs that are to be monitored "Ongoing During Construction", the annual letter will review those mitigation measures/PDFs only while construction is occurring; monitoring will be discontinued. after construction is complete. A final annual letter will be provided at the close of construction.
7. The City recognizes that the certain infrastructure improvements and service capabilities, as identified in this Mitigation Monitoring Program, will serve not only the Applicant but also other property owners/developers in the Specific Plan area, The Anaheim Resort, and the service area, each of which should contribute in allocable share of the cost of these improvements. To implement this requirement as it applies to other property owners/developers in the Specific Plan area, The Anaheim Resort, and the service area, the City shall make appropriate arrangements with other public agencies, if any, to reimburse the Applicant to the extent that its contributions for these improvements exceed the Applicant's allocable share of the cost. Such arrangements shall include one or more of the following: (1) creation of integrated financing districts; (2) entry into a reimbursement agreement with the Applicant; (3) creation of appropriate community facilities districts, assessment districts and/or use of similar public financing districts and/or mechanisms; and (4) creation of such other mechanisms or districts as may be appropriate to provide for the reimbursement of these costs. The determination of the allocable share of improvement costs attributable to the Applicant and other property owners/developers, and reimbursement amounts, shall be based on an apportionment of the costs of such improvements and equipment and personnel among property owners/developers, including the Applicant, in the Specific Plan area, The Anaheim Resort, or otherwise defined service area, as applicable, depending on the area served.
8. To the extent that this Mitigation Monitoring Program requires the Applicant to submit plans for several phases simultaneously, it is understood that such later phase plans may be considered preliminary and may be subject to change. Such preliminary plans for the later phase will not be required to provide the level of detail required for the initial phase plans provided that more detailed plans will be submitted separately at a later time.
Nevertheless, such preliminary plans for the later phase shall provide sufficient schematic or descriptive detail to ensure that plans submitted for said later phase shall comply with the provisions of this Mitigation Monitoring Program and shall be consistent with the provisions of the initial phase plans.
9. Timing-This is the point where a mitigation measure!PDF must be monitoredfor compliance. In the case where multiple action items are indicated, it is the first point where compliance associated with the mitigation measure/PDF must be monitored. Once the initial action item has been complied with, no additional monitoring pursuant to the Mitigation Monitoring Program will occur, as routine City practices and procedures will .ensure that Final Execution Version042524
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the intent of the measure design feature has been complied with. For example, if the timing is "to be shown on approved building plans" subsequent to issuance of the building permit consistent with the approved plans will be final building and zoning inspections pursuant to the building permit to ensure compliance.
10. Building Permit - For purposes of this Mitigation Monitoring Program, a building permit shall be defined as any permit issued for construction of a new building or structural expansion/modification of any existing building, but shall not include any permits required for interior tenant improvements or minor additions of up to 1,000 square feet to an existing structure or building.
Mitigation
Measure/Project T.l.Dling Measure Responsible for Design Feature Number Monitoring
Aesthetics
MMAES-1 Prior to issuance of each The property owner/developer shall submit plans which illustrate that all mechanical Planning & Building building permit; to be equipment and trash areas for the subject buildings will be screened from adjacent Department, Planning implemented prior to final public streets and adjacent residential areas. Services Division building and zoning
inspections
MMAES-2 Prior to final building and Private streets within the Anaheim Resort Specific Plan area shall have street lights Planning & Building zoning inspections installed which are compatible with the design standards used for the public streets as Department, Planning determined by the Public Utilities Department. Services Division; Public Utilities
Department
MMAES-3 Prior to issuance of each The property owner/developer shall submit plans which detail the lighting system for Planning & Building building permit for each the parking facilities along Walnut Street, Ball Road, Raster Street and along interior Department, Planning parking facility along property lines abutting residential neighborhoods. The systems shall be designed and Services Division Walnut Street; to be maintained in such a manner as to conceal light sources to the extent feasible to implemented prior to each minimize light spillage and glare to the adjacent uses. The plans shall be prepared and final building and zoning signed by a licensed electrical engineer, with a letter from the engineer stating that, in inspection the opinion of the engineer, this requirement has been met.
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Completion
MMAES-4 Prior to final building and The property owner/developer shall participate in a landscape assessment and Planning and Building zoning inspection or maintenance district for the Anaheim Resort. Department, Planning whenever established; and Services Division
on an ongoing basis Utilities Department,
Resource Efficiency
Section
MMAES-5 Prior to approval of each A Construction Barrier Plan showing the location and types of barriers shall be in place Public Works grading plan or issuance of during grading and construction. Said plan shall provide for all construction areas to Department, Traffic each demolition or building be screened from view in compliance with the City of Anaheim Municipal Code and and Transportation permits, whichever occurs shall include provision for the type and height of the barriers to be placed along all Division; Planning & first construction perimeters prior to the commencement of demolition, Site preparation or Building Department, grading, whichever occurs first. Planning Services
Division
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Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring
Number
MMAES-6 Prior to issuance of each The proposed Specific Plan incorporates design guidelines as well as zoning and Planning & Building building permit development standards, many of which have been designed to reduce the potential Department, Planning visual impacts of the project and to present a visually integrated resort area, including: Services Division . The Disneyland Resort 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 and West Parking Areas and the hotel parking facilities will have landscaped setbacks from the public right-of-way and are restricted in height. . Rights-of-way will be 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 back from Walnut Street with landscaping treatments above 40 feet. In addition, canopy trees will be planted in a center median on Walnut Street, and the parkway along the street will be landscaped.
. A coordinated color theme for major street features will be incorporated into the design.
• The service areas and back-of-house areas will be screened from public view . • All rooftop equipment on buildings will be screened as per the Specific Plan . . A layered landscape treatment in the setback realm will provide screening of a 9-14 feet in height sound wall adjacent to the Southwest Parking Area.
MMAES-7 Prior to issuance of building All plumbing or other similar pipes and fixtures located on the exterior of the building Planning & Building permits shall be· shown on plans as fully screened from view of adjacent public rights-of-way Department, Planning and from adjacent properties by architectural devices and/or appropriate building Services Division materials. A note indicating that these improvements will be installed prior to final building and zoning inspections shall be specifically shown on the plans submitted for building permits.
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MMAES-8 Prior to issuance of each All air conditioning facilities and other roof and ground-mounted equipment shall be Planning & Building building permit shown on plans as shielded from public view and the sound buffered to comply with Department, Building City of Anaheim noise ordinances from any adjacent residential or transient-occupied Division properties. A note indicating that these improvements shall be installed prior to final building and zoning inspections shall be specifically shown on the plans submitted for building permits.
Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring
Number
MMAES-9 Prior to issuance of each Plans shall show compliance with the 360-Degree Architectural Treatment Criteria set building permit for theme forth in the Disneyland Resort Specific Plan and the Anaheim Resort Specific Plan. Planning & Building park uses within the Theme Park District, the Southeast Department, Planning
District, and the ARSP Services Division
Theme Park Overlays
MMAES-10 Prior to issuance of each Plans shall show that no shuttle/bus/vehicular drop-off areas shall be permitted in hotel Planning & Building building permit or vacation ownership resort front setback area. Department, Planning Services Division
MMAES-11 Ongoing The property owner/developer shall be responsible for the removal of any on-site Planning & Building graffiti within 24 hours of its application. Department, Code Enforcement Division
MMAES-12 Prior to fmal building and Root and sidewalk barriers shall be provided for trees within seven feet of public Planning & Building zoning inspections sidewalks. Department, Planning
Services Division;
Public Works
Department,
Development Services
Division
MMAES-13 Prior to fmal building and The property owner/developer shall submit to the Planning and Building Department Planning & Building zoning inspections a letter from a licensed landscape architect certifying that all landscaping and irrigation Department, Planning systems have been installed in accordance with landscaping plans approved in Services Division connection with the building permit.
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MMAES-14 Ongoing All on-site non-Public Realm landscaping and irrigation systems, and Public Realm Planning & Building landscaping and irrigation systems, within an area in which dedication has not lheen Department, Planning accepted by the City, shall be maintained by the property owner/developei:, in Services Division; compliance with City standards.
MMAES-15 Ongoing Any tree planted within the Setback Realm shall be replaced in a timely manner in the Planning & Building event that it is removed, damaged, diseased and/or dead. Department, Planning Services Division
MMAES-16 Ongoing A licensed arborist shall be hired by the property owner/developer to be responsible Planning & Building for all tree trimming. Department, Planning
Services Division
Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring
Number
MMAES-17 Prior to issuance of each The property owner/developer shall pay a fee for street tree purposes to the City of Public Works building permits, unless Anaheim based on the length of street frontage in an amount as established by City Department, records indicate previous Council resolution or credit against the fee given for City authorized improvements Development payment installed by the property owner/developer. Services Division MMAES-18 Prior to issuance of each The property owner/developer shall submit a shade and shadow analysis to the Planning & Building building permit Planning and Building Department for review and approval demonstrating that the Department, proposed structure(s) would avoid creating significant shade and shadow impacts on Planning Services adjacent land uses to the maximum extent feasible. A significant shade and shadow Division impact would occur when outdoor active areas (e.g., outdoor eating areas, hotel/motel swimming pools, and residential front and back yards) or structures that include sensitive uses (e.g., residences) have windows that normally receive sunlight are covered by shadows for more than 50 percent of the sunlight hours.
MMAES-19 Prior to issuance of each The location and configuration of all lighting fixtures including ground-mounted Planning & Building building permit lighting fixtures utilized to accent buildings, landscape elements, or to illuminate Department, pedestrian areas shall be shown on all plans submitted for building permits. All Planning Services proposed surface parking area lighting fixtures shall be down-lighted with a Division maximum height of 12 feet adjacent to any residential properties. All lighting fixtures shall be shielded to direct lighting toward the area to be illuminated and away from adjacent residential property lines.
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Air Quality
MMAQ-1 Prior to final building and The property owner/developer shall comply with all SCAQMD offset regulations and Planning & Building zoning inspection implementation of Best Available Control Technology (BACT) and Best Available Department, Planning Retrofit Control Technology (BARCT) for any new or modified stationary sources. Services Division Copies of permits shall be given to the Planning Department.
MMAQ-2 Ongoing during operation of The property owner/developer shall implement the following measures to reduce Planning & Building The Disneyland Resort emissions: Department, Planning
a. To the extent practicable, schedule goods movements for off-peak traffic hours. Services Division; Public Works
b. Use clean fuel for attraction rides and other uses, as practicable. Department, Traffic and Transportation
Division; Utilities
Department, Resource
Efficiency Section
Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring
Number
MMAQ-3 Prior to issuance of the first The property owner/developer shall submit a site and operations plan for this facility Planning & Building building permit associated showing the location and configuration of the on-site cast financial and dining Department, Planning with a cumulative total of services in conformance with The Disneyland Resort Specific Plan. Services Division over 10,000 square feet of The property owner/developer shall provide cast financial and dining services within theme park development in the Southeast District or the Southeast District or Theme Park East Overlay and the Theme Park District to Theme Park East Overlay, accommodate cast members.
whichever occurs first
Prior to final building and The property owner/developer shall continue to provide cast financial and dining zoning inspections services in conformance with The Disneyland Resort Specific Plan. associated with a cumulative
total of over 10,000 square
feet of theme park
development in the Southeas1
District or Theme Park East
Overlay
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Ongoing during project
operation
MMAQ-4 Ongoing during project The following will be achieved: (1) the 1.5 AVR target for all cast and (2) the Public Works operation average length of the out-of-area guest stay of I . 72 days, or a demonstration that the Department, Traffic SCAG VMT reduction targets have been met through other means. and Transportation Division; South Coast
Air Quality
Management District
(SCAQMD)
MMAQ-5 Ongoing during construction The following measures will be followed by the property owner/developer to reduce Planning & Building air quality impacts: Department, Building
a. Normal wetting procedures (at least twice daily) or other dust palliative measures Division; Public
Works Department, shall be followed during earth-moving operations to minimize fugitive dust Development emissions, in compliance with the City of Anaheim Municipal Code including Services Division 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 shall be watered at least every two hours or the on- site haul roads shall be 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 shall be swept and cleared of any spilled export material at least twice a day to assist in minimizing fugitive dust; and haul routes shall be cleared as needed if spills of material exported from the project site occur. e. Where practicable, heavy duty construction equipment shall be kept onsite when not in operation to minimize exhaust emissions associated with vehicles repetitiously entering and exiting the project site.
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f. Trucks importing or exporting soil material and/or debris shall either be covered prior to entering public streets or shall comply with the vehicle freeboard requirements of Section 23114 of the California Vehicle Code for both public and private roads. This California Vehicle Code section stipulates that the load, where it contacts the sides, front and back of the cargo container area, remain six inches from the upper edge of the container area, and that the load does not extend, at its peak, above any part of the upper edge of the cargo container area. g. Taking preventive measures to ensure that trucks do not carry dirt on tires onto public streets, including treating onsite roads and staging areas. h. Preventing trucks from idling for longer than 2 minutes.
1. Manually irrigate or activate irrigation systems necessary to water and maintain the vegetation as soon as planting is completed.
j. Reduce traffic speeds on all unpaved road surfaces to 15 miles per hour or less. k. Suspend all grading operations when wind speeds (as instantaneous gust) exceed 25 miles per hour and during second stage smog alerts.
l. Comply with the SCAQMD Rule 402, which states that no dust impacts offsite are sufficient to be called a nuisance, and SCAQMD Rule 403, which restricts visible emissions from construction.
m. Use low emission mobile construction equipment (e.g., tractors, scrapers, dozers, etc.) where practicable.
n. Utilize existing power sources (e.g., power poles) or clean-fuel generators rather than temporary power generators, where practicable.
o. Maintain construction equipment engines by keeping them properly tuned. p. Use low sulfur fuel for equipment, to the extent practicable. q. Should demolition, grading, or, excavation activities of two or more projects within any portion of the Project site occur concurrently, air quality monitoring shall be conducted each day that demolition and grading/excavation activities occur concurrently; monitoring shaH be conducted in accordance with SCAQMD Rule 403 and ensure that PM2.5 and PMl0 concentrations shall not exceed the established regulatory limit of 50 micrograms per cubic meter.
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MMAQ-6 Prior to issuance of each The property owner/developer shall submit Demolition and Import/Export Plans. The Public Works grading permit (for plans shall include identification of offsite locations for material export from the Department, Traffic Import/Export Plan) and project and options for disposal of excess material. These options may include and Transportation prior to issuance of recycling of materials onsite, sale to a soil broker or contractor, sale to a project in the Division demolition permit (for vicinity or transport to an environmentally cleared landfill, with attempts made to move Demolition Plan) it within Orange County. The property owner/developer shall offer recyclable building materials, such as asphalt or concrete for sale or removal by private firms or public agencies for use in construction of other projects, if not all can be reused on the project site.
MMAQ-7 Ongoing during construction The property owner/developer shall implement the following to limit emissions from Planning & Building architectural coatings and asphalt usage: Department, Building Use nonsolvent-based coatings on buildings, wherever appropriate. Division a. b. Use solvent-based coatings, where they are necessary, in ways that minimize solvent emissions.
Encourage use of high-solid or water-based coatings.
MMAQ-8 Prior to issuance of building All public day-use parking facilities, not including hotel, hotel accessory uses or cast Public Works permits for each of the east parking facilities, will have a crew of cast members, based on parking predictions, on Department, Traffic and west public parking each lot or facility level, to assist speed parking procedures. In addition, the East and and Transportation structures and any parking West public parking structures and any parking structure in the Southeast District will Division structure in the Southeast incorporate the following design features on each facility level, to assist speed parking District; ongoing during procedures:
project operation
1. Signage designed to enhance smooth traffic flows and reduce traffic flows on each ~acility level.
Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring
Number
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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 will be adapted to use within the parking structures and will be 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 enclosed feeling of a standard garage, which tends to slow drivers.
MMAQ-9 Ongoing during project The property owner/developer will implement a comprehensive and aggressive Public Works operation Transportation Demand Management (TOM) program for all project employees. Department, Traffic and Transportation
Division
MMAQ-10 Prior to the issuance of each The property owner/developer shall implement, and demonstrate to the City, that Planning & Building building permit project design will incorporate the following energy-saving features. This energy Department, Building savings will also contribute to reduced operation-related air quality impacts. These Division and measures may include, but are not limited to the following: Planning Services a. Improve thermal integrity of structures and reduced thermal load through use Division; of automated time clocks or occupant sensors.
b. Incorporate efficient 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.
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Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring
Number
MMAQ-11 Prior to issuance of each The public parking facilities, which may be used for theme park guest parking, shall Planning & Building building permit for public be designed in accordance with the speed parking procedures set forth The Disneyland Department, Planning day-use parking facilities Resort Specific Plan and the Anaheim Resort Specific Plan which will assist in Services Division reducing vehicular fuel from idling engines.
MMAQ-12 Prior to issuance of the first The property owner/developer shall submit a human health risk assessment (HRA) for Planning & Building building permit any proposed sensitive land uses (according to SCAQMD standards at that time) to be Department, Planning located within 500 feet of the near edge of the 1-5 freeway unless it is demonstrated Services Division that the health risks have been determined to be acceptable according to the standards of the SCAQMD at the time of building permit application.
MMAQ-13 During construction For all offroad engines that are diesel and above 50 brake horsepower, the contractor Planning & Building activities shall use engines that comply with USEPA Tier 4 offroad engine standards. Department, Building Division; Public
Works Department,
Development
Services Division
MMAQ-14 Prior to issuance of a grading If two or more dust-generating construction projects, which collectively will disturb Planning & Building " permit 15 acres or more and which have demolition, excavation, or grading activity scheduled Department, Building to occur concurrently, a Localized Significance Threshold analysis shall be prepared. Division; Public If the LST analysis determines that the established Localized Significance Thresholds Works Department, for NOx, PM2.5, or PMIO would be exceeded, then modifications to construction Development equipment profiles, modifications to construction schedules, or additional pollution Services Division reduction measures shall be implemented.
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PDF AQ-1 Ongoing during project The project has been designed to reduce dependence on the private automobile, which Planning & Building operation will reduce and avoid many of the traffic-related emissions associated with the existing Department, Planning Disneyland theme park and Disney California Adventure Park, as well as those Services Division normally associated with hotels and day-use only special event activities and those associated with development of theme park uses in the Southeast District or Theme Park East Overlay. Guests will be encouraged to park their cars and leave them for the duration of their visits, thus eliminating the trips to restaurants and sightseeing, or entertainment attractions normally associated with vacation stays. Marketing efforts in Southern California will promote the Disneyland Resort as a mini-vacation site for Southland residents.
PDF AQ-2 Ongoing during project A wide range of entertainment, lodging, retail and restaurant attractions will be located Planning & Building operations within the project area and will be linked by an electrically powered monorail system, Department, Planning pedestrian ways/guest transportation system to transport visitors from parking Services Division facilities to The Disneyland Resort, and/or pedestrian bridges, walkways and promenades. Convenient walkway access within the Theme Park District, the Southeast District and the Theme Park East Overlay and adjacent uses, such as the City of Anaheim Convention Center, will also facilitate pedestrian trips by non-project guests who will remain within the project area rather than use automobiles to travel to restaurants and entertaimnent outside of the area.
PDF AQ-3 Ongoing during project In accordance with transportation and circulation mitigation measures, The Disneyland Planning & Building operations Resort traffic will be accommodated, and existing traffic conditions and circulation Department, Planning patterns will be improved through implementation of the identified transportation and Services Division; parking features, including parking facilities, monorail and pedestrian. way/guest Public Works transportation systems and convenient access to parking facilities from the freeway. Department, Traffic and Transportation
Division
PDF AQ-4 Prior to issuance of building The Disneyland Resort Project will include a special drop-off area on Harbor Planning & Building permits for the East Parking Boulevard north of Disney Way, or internal or adjacent to the East Parking Area Department, Planning Facility and ongoing during Parking Structure and/or adjacent ARSP Parking Overlay, or other accessible location, Services Division; project operations for shuttle buses to help encourage use of buses by area visitors. Public Works Department, Traffic
and Transportation
Division
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Mitigation Timing Measure Responsible for Completion
Measure/Project Monitoring
Design Feature
Number
SRAQ-1 Prior to issuance of the first The property owner/developer shall provide written evidence of compliance to the Planning & Building grading or building permit, Planning & Building Director or their designee that all construction activities shall Department, Building whichever occurs first comply with SeAQMD Rules 402 and 403, which shall ~ssist 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. SCAQMD· Rule 403 (Tables 1, 2, and 3 of Rule 403) requires Development Services that fugitive dust be controlled with the best available control measures so tha~ the Division presence of such dust does not remain visible in the atmosphere beyond the property line of the emission source. This requirement shall b~ included as notes on the contractor specifications.
SRAQ-2 Prior to issuance of building The property owner/developer shall submit evidence that low emission paints and Planning & Building permits coatings are utilized in the design and construction of all buildings in compliance with Department, Building seAQMD regulations, including SCAQMD Rule 1113. This information shall be Division denoted on the project plans and specifications. The property owner/developer shall also submit an architectural coating schedule and calculations demonstrating that yoe 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 voe content per gallon (or liter). The property owner/developer shall also implement the following to limit emissions from architectural coatings and asphalt usage:
a. Use nonsolvent-based coatings on buildings, wherever appropriate; b. Use solvent based coatings, where they are necessary.
Biological Resources i
MMBI0-1 Prior to the issuance of a A letter detailing the proposed schedule for vegetation removal and building Planning & Building demolition permit, grading demolition activities shall be 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 BI0-2.
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MMBIO-2 Prior to the issuance of a A pre-construction nesting bird survey of structures to be demolished and/or vegetation Planning & Building demolition permit, grading to be removed shall be conducted by a qualified Biologist no more than three days prior Department, Planning permit or building permit, to such work occurring. If the Biologist does not find any active nests within or Services Division whichever occurs first, and immediately adjacent to the impact area, the vegetation clearing/construction work if Project demolition and/or shall be allowed to proceed. The pre-construction nesting bird survey shall be updated vegetation clearing must following any work stoppage of two weeks or longer. occur during the bird If an active nest of a bird species protected under California Fish and Game Code or nesting season (February 1- July 31) 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 25 feet) around the nest depending on the sensitivity of the species and the nature of the construction activity. All nests and associated buffers shall be mapped on the construction plans. The active nest shall be protected until nesting activity has ended. The following restrictions to clearing and/or construction activities shall be required until nest(s) are no longer active, as determined by a qualified Biologist: (l) clearing limits shall be established within a buffer around any occupied nest (the buffer shall be 25-100 feet for nesting birds and 300- 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 allowed if 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.
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Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Number . Monitoring
Cultural Resources
MMCUL-1 Prior to issuance of each The property owner/developer shall submit a letter identifying the certified Public Works grading permit archaeologist that has been hired to ensure that the following actions are implemented: Department; a. The archaeologist must be present at the pre-grading conference in order to Development Services establish procedures for archaeological monitoring, as well as for temporarily Division halting or redirecting work to permit the sampling, identification, and evaluation of artifacts if potentially significant artifacts are uncovered. Specific monitoring procedures will be established based on review of site specific conditions, including presence of native soils, anticipated construction activities, and nature of ground disturbance including depth of excavation. If artifacts are uncovered and determined to be significant, the archaeological observer shall determine 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 research institution.
C. Any archaeological work at the site shall be conducted under the direction of the certified archaeologist. If any artifacts are discovered during grading operations when the archaeological monitor is not present, grading shall be diverted around the area until the monitor can survey the area.
d. A final report detailing the findings and disposition of the specimens shall be submitted to the Planning and Building Department within ninety days.
MMCUL-2 For properties within the For properties that contain a structure over 45 years old, property owners/developers Planning &Building ARSP, prior to approval of shall submit to the Planning and Building Department, Planning Services Division, Department, Planning building, grading or documentation to verify the presence/absence of historic resources. On properties Services Division demolition permits, where resources are identified, such documentation in accordance with HABS whichever occurs first 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.
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Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring
Number
'
MMCUL-3 Prior to the issuance of The property owner/developer shall be responsible for implementing the following and Planning & Building grading, demolition or submitting the required documentation to the Planning and Building Department, Department, Planning building permits, whichever Planning Services Division: If an individual development project within the potential Services Division occurs first Disneyland Theme Park Historic District proposes to substantially alter or demolish a contributing feature to the potential Disneyland Theme Park Historic District as identified in the Historic Resources Technical Report attached as Appendix E-2 to Subsequent EIR No. 352, that contributing feature shall be documented in the outline format as specified in the HABS History Guidelines, and photographed according to the HABS Photography Guidelines, . The documentation shall be prepared by a historian or architectural historian who meets the Secretary of the Interior's Historic Preservation Professional Standards in the relevant discipline. Digital copies of the documentation shall be submitted to the Anaheim Planning and Building Department, Planning Services Division for storage with Heritage Services, and housed in the Walt Disney Company archives.
MMCUL-4 Prior to the issuance of The property owner/developer shall be responsible for implementing the following Planning &Building grading, demolition or and submitting the required documentation to the Planning and Building Department, Department, Planning building permits, whichever Planning Services Division: If any of the individually designated or potentially eligible Services Division occurs first features or buildings within the theme park, as identified in the Historic Resources Technical Report attached as Appendix E-2 to Subsequent EIR No. 352, are proposed for substantial alteration or demolition, that feature or building shall be documented individually in the outline format as specified in the HABS History Guidelines, and photographed according to the HABS Photography Guidelines. The documentation shall be prepared by a historian or architectural historian who meets the Secretary of the Interior's Historic Preservation Professional Standards in the relevant discipline.
Digital copies of the documentation shall be submitted to the Anaheim Planning and Building Department, Planning Services Division for storage with the Heritage Services Division, and housed in the Walt Disney Company archives.
SR CUL-I Before and during If human remains are discovered on-site, no further disturbance shall occur until the Planning & Building construction County Coroner has made a determination of origin, and disposition pursuant to Department, Planning California Public Resources Code Section 5097 .98 and California Health and Safety Services Division Code Section 7050.5 has occurred.
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Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Number Monitoring
Energy
MMENE-1 Prior to issuance of each The property owner/developer shall submit plans and calculations to demonstrate that Planning & Building building permit the energy efficiency of each building will exceed the Title 24, Part 6, Building Energy Department, Building Efficiency Standards current at the time of application by at least 10 percent. Division; Utilities Department, Resource
Efficiency Section
MMENE-2 Prior to submittal of plans Any new system improvements (e.g., substation, line connections), if required, shall Planning & Building for electrical system be constructed in accordance with the City's Electric Rates, Rules and Regulations and Department, Building improvements Electrical Specifications. Electrical Service Fees and other applicable fees will be Division; Utilities assessed in accordance with the then current Electric Rates, Rules and Regulations and Department, Electric Electrical Specifications. Services Division
MMENE-3 Prior to approval of each The Southern California Gas Company has developed several programs which are Utilities Department, final building and zoning intended to assist in the selection of most energy-efficient water heaters and furnaces. Resource Efficiency inspection The property owner/developer shall implement a program, as required, to reduce the Section demand on natural gas supplies.
MMENE-4 Prior to issuance of each The property owner/developer shall demonstrate on plans that fuel-efficient models of Planning & Building building permit gas-powered building equipment have been incorporated into the proposed project to Department, Building the extent feasible. Division; Utilities
Department, Resource
Efficiency Section
MMENE-5 Prior to issuance of a The property owner/developer shall incorporate feasible renewable energy generation Planning & Building building permit measures into the project. These measures may include but not be limited to use of Department, Building renewable biofuels, solar and small wind turbine sources on new and existing facilities Division; Utilities and the use of solar powered lighting in parking areas. Department, Resource Efficiency Section
PDFENE-1 Ongoing during project The project shall be developed in conformance with The Disneyland Resort Specific Planning & Building development and operation Plan and shall offer a broad diversity of theme park, retail, dining and entertainment Department, Planning experiences _which will enhance the destination resort character of The Disneyland Services Division Resort. As a result, many visitors will extend their length of stay; thus, incremental vehicular trips to and from the site are expected to be reduced.
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Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring
Number
SRENE-1 Prior to the issuance of each The property owner/developer shall be required to prepare and submit to the City for Planning & Building building permit review and approval (1) a Landscape Documentation Package and (2) landscape and Department, Planning irrigation plans with appropriate water use calculations in accordance with the Services Division requirements of Anaheim Municipal Code Chapter l 0.19, Landscape Water Efficiency.
SRENE-2 Prior to the issuance of The property owner/developer shall be required to demonstrate to the Planning Planning & Building building permits Department, Building Division that building plans meet the applicable California Department, Building Green Building Standards. Division
Geology
MMGEO-1 Prior to approval of each The property owner/developer shall submit to the Public Works Department, Public Works grading plan Development Services Division, for review and approval a thorough soils and Department, geological report for the area to be graded, based on proposed grading and prepared by Development Services an engineering geologist and geotechnical engineer. The report shall comply with Title Division 17 of the Anaheim Municipal Code.
MMGEO-2 Prior to issuance of each The property owner/developer shall submit to the Planning and Building Department, Planning & Building building permit Building Division for review and approval, detailed foundation design information for Department, Building the subject building(s), prepared by a civil engineer, based on recommendations by a Division geotechnical engineer.
MMGEO-3 Prior to issuance of each The property owner/developer shall submit a report prepared by a geotechnical Planning & Building foundation permit engineer to the Planning and Building Department, Building Division for review and Department, Building approval, which shall investigate the subject foundation excavations to determine if Division soft layers are present immediately beneath the footing site and to ensure that compressibility does not underlie the footing.
MMGEO-4 Prior to issuance of each The property owner/developer shall submit plans to the Planning and Building Planning & Building building permit Department, Building Division for review and approval showing that the proposed Department, Building structure has been analyzed for earthquake loading and designed according to the Division most recent seismic standards in the California Building Code adopted by the City of Anaheim.
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MMGE0-5
Mitigation
Measure/Project
Design Feature
Number
MMGE0-6
MMGE0-7
Prior to issuance of building
or grading permits
Timing
Ongoing during grading
activities
Prior to issuance of each
grading permit
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The property owner/developer shall submit to the Planning and Building Department, I Planning & Building Building Division geologic and geotechnical investigations in areas of potential Department, Building seismic or geologic hazards and provide a note on plans that all grading operations Division shall be conducted in conformance with the recommendations contained in the applicable geotechnical investigation.
Measure Responsible for
Monitoring
The property owner/developer shall implement standard practices for all applicable I Planning & Building codes and ordinances to prevent erosion to the satisfaction of the Planning and Building Department, Building Department, Building Division. Division
The property owner/developer shall submit a letter identifying the certified paleontologist meeting the Society of Vertebrate Paleontology (SVP) standards that has been hired to ensure that the following actions are implemented:
a. The paleontologist must be present at the pre-grading conference in order to establish procedures for paleontological monitoring, as well as for temporarily halting or redirecting work to permit the sampling, identification, and evaluation of fossils if potentially significant paleontological resources are uncovered. If fossils are uncovered and found to be significant, the paleontological monitor shall administer appropriate actions based on SVP protocols 7. b. Specimens that are collected prior to or during the grading process shall be reposited in an appropriate educational or research institution. Preparation, storage and curation shall be funded by the property owner/developer. c. Any paleontological work at the site shall be conducted under the direction of the certified paleontologist. If any fossils are discovered during grading operations when the paleontological monitor is not present, grading shall be diverted around the discovery by a buffer of at least 50 feet. Construction .shall not resume until the paleontological monitor has given the order to proceed in that location once a determination on the significance of the fossil discovery has been made.
d. A final report detailing the findings and disposition of the specimens shall be submitted. Upon completion of the grading, the paleontologist shall notify the City as to when the final report will be submitted.
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Public Works
Department,
Development Services
Division
Completion
SRGEO-1 Ongoing during grading All grading operations will be conducted in conformance with the Anaheim Municipal Public Works activities Code, Title 17, Land Development and Resources, and the most recent version of the Department, California Building Code. Development Services
Division
7 Society of Vertebrate Paleontology (SVP), Guidelines from the Ethics Education Committee for Collecting, Documenting and Curating Fossils (last updated 2021). https://vertpaleo.org/wp-content/uploads/2021/01/Guidelines-from-the-Ethics-Education-Committee.pdf ( accessed August 18, 2023 ).
Mitigation
Measure/Project Design Timing Measure Responsible for Feature Number Monitoring Greenhouse Gas Emissions
Completion
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.
Hazardous Materials
MMHAZ-1 Prior to any relocation of The transformers shall be tested by the property owner/developer for PCBs. Utilities transformers that may Department,
contain PCBs which are Electric Services
being moved or relocated as
part of project development
MMHAZ-2 Ongoing during demolition In the event that hazardous waste, including asbestos, is discovered during site preparation Fire Department, and construction or construction, the property owner/developer shall ensure that the identified hazardous Environmental waste and/or hazardous material are handled and disposed of in the manner specified by the Protection Section 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.
MMHAZ-3 Prior to approval of a The property owner/developer shall submit a Phase I Environmental Site Assessment (ESA) Fire Department, grading plan or issuance of a prepared pursuant to current ASTM Standard Practice for Environmental Site Assessments Environmental demolition permit, to identify potential threats to human health and the environment for review by the City. If Protection whichever occurs first possible hazardous materials are identified during the site assessments, the appropriate Section; Orange response/remedial measures will be implemented in accordance with the requirements of County Health the Orange County Health Care Agency (OCHCA) and/or the Regional Water Quality Care Agency Final Execution Version 042524
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Design Feature Number
MMHAZ•4
MMHAZ•5
MMHAZ·6
Timing
Prior to issuance of a
grading or demolition
permit, whichever occurs
first
Prior to the removal of
underground storage tanks
(USTs)
Ongoing during remediation
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Control Board (RWQCB), as appropriate. The ESA shall detail procedures that shall be taken if a previously unknown underground storage tank (UST) or other unknown hazardous materials or waste is discovered onsite. The ESA shall outline where hazardous materials may be found, types of hazardous materials anticipated, how to screen for them, and what to do in the event they are identified. The ESA shall identify the party responsible for the screening, and training requirements for those responsible for undertaking the screening effort. The ESA shall specify requirements for reporting, handling, staging, disposal, and recordkeeping. The ESA shall also identify contingencies in the event that significant contamination is· identified that is I) above regulatory thresholds and 2) cannot be removed/ remediated by proposed construction.
Measure
I
Responsible for
Monitoring
In areas known or thought to have been previously occupied by underground storage Fire Department, tanks (USTs), or other hazardous materials or waste, and in areas where tank removal Environmental has not been verified prior to excavation or grading; the property owner/developer Protection Section; shall retain the services of a qualified environmental professional to conduct an Orange County Health investigation for known, or the presence of, cryptic tanks using geophysical methods Care Agency that include the potential use of ground penetrating radar (GPR) or similar technologies to determine no abandoned USTs are present.
The property owner/developer shall obtain a permit from the Hazardous Materials Fire Department, Management section of the Fire Department for removal of such tanks. During Environmental removal of the underground storage tank, a representative from the Hazardous Protection Section; Materials Section (HMS) of the Fire Department shall be onsite to direct soil sampling. Orange County Health Care Agency
All remediation activities of surface or subsurface contamination not related to Fire Department, underground storage tanks (USTs), conducted on behalf of the property Environmental owner/developer, shall be overseen by the Santa Ana Regional Water Quality Control Protection Section; Board (SARWQCB) and witnessed by Anaheim Fire Department/Hazardous Material Orange County Health Management Section (HMS). Information on subsurface contamination from an Care Agency underground storage tank shall be provided to the Santa Ana Regional Water Quality Control Board (SARWQCB) with a copy to Planning & Building.
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MMHAZ-7
SRHAZ-1
SRHAZ-2
Mitigation
Measure/Project
Design Feature Number
SRHAZ-3
SRHAZ-4
Prior to issuance of each
demolition permit
Ongoing during Project
construction
Ongoing during Project
implementation
Timing
Ongoing during Project
construction and operations
Ongoing during Project
construction
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A hazardous building material survey shall be conducted to verify the absence of hazardous building materials and, ifneeded, future abatement by a California-licensed contractor, and/or removal and disposal in accordance with federal, state, and local transportation and disposal regulations.
All construction activities, including demolition and renovation of the existing facilities and installation of the new facilities, shall be performed in compliance with all CalOSHA standards (California Code of Regulations, Title 8) to protect worker health and safety.
The removal and disposal of any lead-based paint (LBP) encountered on site during Project implementation shall be performed by an LBP Abatement Contractor that is licensed and registered in California pursuant to California Code of Regulations Title
17. Measure
Fire Department,
Environmental
Protection Section;
Orange County Health
Care Agency
Fire Department,
Environmental
Protection Section;
Orange County Health
Care Agency
Fire Department,
Environmental
Protection Section;
Orange County Health
Care Agency
Responsible for
Monitoring
Activities at the Project Site shall comply with existing federal, State, and local Fire Department, regulations regarding hazardous material use, storage, disposal, and transport. All on- Environmental site generated waste that meets hazardous waste criteria shall be stored, manifested, Protection Section; transported, and disposed of in accordance with the California Code of Regulations Orange County Health (Title 22) and in a manner to the satisfaction of the local Certified Unified Program Care Agency Agency (CUPA), as applicable.
All transport and transfer of hazardous materials shall be performed by a licensed hazardous waste hauler in compliance with all applicable State and federal requirements, including U.S. Department of Transportation regulations under Title 49 (Hazardous Materials Transportation Act) and Title 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.
All construction activities, including demolition and renovation of the existing I Air Quality facilities and installation of the new facilities, shall be performed in compliance with Management District South Coast Air Quality Management District (SCAQMD) Rule 1403 requiring a survey for and proper abatement of asbestos-containing materials prior to construction.
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Hydrology and Water Quality
MMHWQ-1 Ongoing during Project The property owner/developer shall comply with the Master Drainage and Runoff Public Works operations Management Plan (MDRMP) and shall submit updates as required for new grading Department, for review and approval by the City Engineer. Development Services Division
MMHWQ-2 Prior to issuance of each The property owner/developer shall submit landscaping and irrigation plans and an Public Utilities, Water building permit Irrigation Management Program. This landscape plan shall incl.ude a maintenance Services; program to control the use of fertilizers and pesticides, and an irrigation system Planning & Building designed to minimize surface runoff and overwatering. Additionally: Department, Planning a. The landscape plans shall be prepared and certified by a licensed landscape Services Division architect. The landscape architect shall submit plans in accordance with Anaheim's Landscape Water Efficiency Ordinance and Guidelines including:
1. Project Information
2. Maximum Applied Water Use expresses as annual totals.
3. Soil management report or specifications.
4. Landscape design plan.
5. Irrigation design plan.
6. Grading design plan.
b. The Irrigation Management Program shall specify methods for monitoring the irrigation system and shall be designed by an irrigation engineer (plans to be submitted in accordance with the Specific Plan). The system shall ensure that irrigation rates do not exceed the infiltration of local soils and that the application of fertilizers and pesticides do not exceed appropriate levels of frequencies.
C. The landscape and irrigation plans shall be developed to be consistent with the provisions of the Specific Plan, which require that the Estimated Applied Water Use (EA WU) to be less than the Maximum Applied Water Allowance (MA WA) or that the landscape irrigation system include water-conserving features such as low-flow irrigation heads, automatic irrigation scheduling equipment, flow sensing controls, rain sensors, soil moisture sensors, and other water-conserving equipment. In addition, all irrigation systems shall be designed so that they will function properly with reclaimed water, if it should become available.
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Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature I Monitoring
Number
MMHWQ-3 K)ngoing during operation of The property owner/developer shall provide for the following: cleaning of all paved Planning & Building l:he Disneyland Resort areas not maintained by the City of Anaheim including, but not limited to, private Department, Code streets and parking lots on not less than a monthly basis. Using water to clean streets, Enforcement Division parking lots, and other areas shall be allowed on a periodic basis if allowed in the oroperty owner/developer's NPDES permit and allowable based on drought restrictions. Nightly washdown shall be allowed in the theme parks and, where advisable to maintain safe and sanitary working conditions, the back-of-house area, if allowed in the property owner/developer's and City's NPDES permit. Flushing debris, residue, and sediment down the storm drains shall conform to the property owner/developer's NPDES requirements. Property owner/developer agrees that material deposited in City storm drains shall not be in violation of the City's NPDES permit.
MMHWQ-4 Prior to each final building The property owner/developer shall submit a Certificate of Substantial Completion, as Planning & Building and zoning inspection (for described in the Disneyland Resort Specific Plan, which establishes that the landscape Department, Planning non-Setback Realm Areas); irrigation systems have been installed as specified in the approved landscaping and Services Division prior to acceptance by City irrigation plans.
Engineer (for Setback
Realm Areas)
MMHWQ-5 Ongoing during grading The property owner/developer shall implement standard practices from all applicable Public Works operations codes and ordinances to prevent erosion. Department, Development Services
Division
MMHWQ-6 Prior to issuance of a The property owner/developer shall obtain coverage under the NPDES Statewide Planning & Building grading permit for sites that Stormwater Permit for General Construction Activities from the State Water Resources Department, Code disturb more than one (I) Control Board. Evidence of attainment shall be submitted to the Planning and Building Enforcement Division acre of soil Department, Building Division.
MMHWQ-7 Prior to issuance of each To reduce the project's demand on potable water, the property owner/developer shall Planning & Building building permit install water lines onsite so that reclaimed water may be used for landscape irrigation Department, Planning and other purposes, if and when it becomes available. Services Division Final Execution Version,042524
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MMHWQ-8 Prior to each final building The property owner/developer shall submit a letter from a licensed landscape architect Planning & Building and zoning inspection to the City certifying that the landscape installation and irrigation systems have been Department, Planning installed as specified in the approved landscaping and irrigation plans. Services Division MMHWQ-9 Prior to issuance of building The property owner/developer shall provide written evidence that all storm drain, Public Works permits sewer, and street improvement plans shall be designed and constructed to the Department, satisfaction of the City Engineer. Development Services Division
SRHWQ-1 Prior to the issuance of Development projects that will result in soil disturbance of one (1) or more acres of Public Works preliminary or precise land shall comply with the State's Construction General Permit by filing a Notice of Department, grading permits Intent (NOi) with the State Water Resources Control Board (SWRCB) and Development Services implementing a Storm Water Pollution Prevention Plan (SWPPP). The property Division owner/developer shall provide the City Engineer with evidence that an NOi has been filed with the SWRCB by providing a copy of the NOi invoice and the assigned Waste Discharger Identification (WDID) No. for the project. The SWPPP shall include 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 during the construction period discharges of storm water or non-storm water at levels which would cause or contribute to an exceedance of applicable water quality standards contained in the Basin Plan. The BMPs shall address erosion control, sediment control, SRHWQ-2 Prior to issuance of the The property owner/developer shall prepare Water Quality Management Plans Public Works precise grading permit (WQMPs) for review and approval by the Public Works, Development Services. The Department, WQMP shall identify permanent site design, source control and treatment control Best Development Services Management Practices (BMPs) that will be used on the site to control predictable Division pollutant runoff. The WQMP shall also describe the long-term operation and maintenance requirements for the treatment control BMPs and the mechanism for funding the BMPs. The WQMP shall be recorded against the property to ensure longterm compliance.
SRHWQ-3 Prior to issuance of the first The property owner/developer shall pay the Storm Drain Impact Fees which would go Public Works building permit for Disney toward future storm drain improvements within The Anaheim Resort area and South Department, ARSP Properties Central City area. Development Services Division
SRHWQ-4 Ongoing during Project Chapter 10.09 of the Anaheim Municipal Code is the City's NPDES Ordinance, which Planning & Building construction and operations 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 storm drain system; requires development projects to implement permanent BMPs on Final Execution Version 042524
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individual sites to reduce pollutants in the storm water; and requires local discharge pennits for non-storm water discharges into the storm drain system.
SRHWQ-5 Prior to issuance of grading The property owner/developer of individual developments shall provide written proof Public Works permit to the Public Works Department, Development Services Division of a water quality Department, certification and/or waste discharge requirement (WDR) as well as a plan for Development Services compliance with the discharge prohibitions, TMDLs, and various programs of the Division Santa Ana RWQCB. The Santa Ana RWQCB implements the Water Quality Control Plan for the Santa Ana River Basin through the issuance ofindividual WDRs; discharge prohibitions; water quality certifications; programs for salt management, non-point sources, and stotm water; and monitoring and regulatory enforcement actions, as necessary.
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Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring Number Land Use and Planning
MMLU-1 Prior to issuance of each Building plans shall be submitted by the property owner/developer and wilt be Planning & Building building permit reviewed for consistency with The Disneyland Resort Specific Plan and The Anaheim Department, Planning Resort Specific Plan. Services Division
MMLU-2 Prior to issuance of each The proposed project shall be implemented based on the guidelines and standards in Planning & Building building permit The Disneyland Resort Specific Plan, which includes zoning and development Department, Planning standards, design guidelines, and a Public Facilities Plan. All development proposals Services Division within The Disneyland Resort must be consistent with The Disneyland Resort Specific Plan, the Anaheim Resort Specific Plan, and the City of Anaheim General Plan.
MMLU-3 Prior to issuance of each The property owner/developer shall submit plans detailing the setbacks for the parking Planning & Building building permit for parking structures and landscaping plans which minimize compatibility impacts of the parking Department, Planning facilities facilities on surrounding areas, consistent with The Disneyland Resort Specific Plan Services Division and the Anaheim Resort Specific Plan.
PDF LU-1 Prior to approval of issuance The property owner/developer shall submit documentation that project design features Planning & Building of each building permit are in compliance with all building setbacks, height standards, landscaping Department, Planning requirements, and design guidelines as specified in The Disneyland Resort Specific Services Division Plan and the Anaheim Resort Specific Plan.
Noise
MMNOI-1 Ongoing during project The property owner/developer shall obtain pyrotechnic permits on an annual basis. Fire Department; operation Material additions or modifications to firework shoots shall require a separate permit.
MMNOI-2 Ongoing during project Lower noise-producing fireworks displays will be used at Disney California Adventure Fire Department; operations to minimize noise from 11 :00 p.m. fireworks shows to meet the noise levels in the City Planning & Building of Anaheim Sound Pressure Level Ordinance. Department, Code Enforcement Division
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MMNOI-3 Ongoing during project No aerial fireworks show shall be allowed west of Disneyland Drive in the expanded Fire Department; operations and prior to the Theme Park District, the Southeast District or the ARSP Theme Park Overlays. Prior Planning & Building commencement of any show to the commencement of any show in these areas that includes fireworks that are non- Department, Code west of Disneyland Drive in explosive (i.e., stage pyrotechnics) or explosive fireworks with an explosion point at Enforcement Division the expanded Theme Park an elevation less 50 feet (e.g., Fantasmic!), the property owner/developer shall present District, the Southeast a noise study to the Planning and Building Department to demonstrate that noise levels District or the ARSP Theme from the fireworks would meet the City's 60 dBA Sound Pressure Levels standard at Park Overlays areas that the property line, and would not create a noise increase greater than 5 dBA over includes fireworks that are existing ambient noise at the nearest noise sensitive receptor, whichever is more Non-explosive (i.e., stage restrictive.
pyrotechnics) or explosive
fireworks with an explosion
point at an elevation less 50
feet (e.g., Fantasmic!)
MMNOI-4 Prior to issuance of a Plans submitted for the location of the amphitheater will document that the facility is Planning & Building building permit for an no closer than 2,000 feet from the nearest existing residence. The design and orientation Department, Planning amphitheater of the amphitheater will be reviewed by a certified acoustical engineer; the property Services Division 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 established by the City of Anaheim Sound Pressure Level Ordinance.
MMNOI-5 Prior to final building and A Noise Monitoring Program prepared by a certified acoustical engineer shall be Planning & Building zoning inspection for the submitted for review and approval. The property owner/developer shall submit the Department, Planning amphitheater and within 9 results of the Noise Monitoring Program conducted by a certified acoustical engineer Services Division months of commencement to ensure that there are not violations of the Sound Pressure Level Ordinance from of amphitheater operations 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.
MMNOI-6 Ongoing during Engine noise from sweeping equipment used in the parking facilities and any hotel Planning & Building construction and project parking facilities adjacent to residential areas shall be muffled. Sweeping operations in Department, Building operations the parking facilities and private on-site • roadways shall be performed utilizing Division; Public sweeping/scrubbing equipment which operate at a level measured not greater than 60 Works Department, dBA at the nearest adjacent property line. Development
Services Division
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MMNOI-7 Prior to issuance of each For structures that are adjacent to residential areas or other sensitive uses, the property Planning & Building building permit to be owner/developer shall present plans and calculations to the Planning and Building Department, Building implemented prior to final Department to demonstrate that noise levels from mechanical ventilation units, loading Division and Planning building and zoning docks, trash compactors, and other proposed on-site noise sources are designed to meet Services Division inspections the City's 60 DBA Sound Pressure Levels standard at the property line, and not create a noise increase greater than 3 d.BA over existing ambient noise at the nearest noise sensitive receptor, whichever is more restrictive.
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Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring
Number
MMNOI-8 Ongoing during The property owner/developer shall ensure that all internal combustion engines on Planning & Building construction construction equipment and trucks are fitted with properly maintained mufflers. Department, Building Division; Public Works
Department,
Development Services
Division
MMNOI-9 Prior to issuance of each The property owner/developer shall submit a noise study prepared by a certified Planning & Building building permit acoustical engineer to the satisfaction of the Building Official identifying whether Department, Building noise attenuation is required and· defining the attenuation measures and specific Division and Planning performance requirements, if warranted, to comply with the California Building Code Services Division and Sound Pressure Level Ordinance. Ultimate noise attenuation requirements, if any, shall depend on the final location of such buildings and noise-sensitive uses inside and surrounding the buildings. Attenuation measures, such as but not limited to acoustic sound barriers, shall be implemented by the property owner/developer prior to final building and zoning inspections.
MMNOI-10 Prior to issuance of each A note shall be provided on building plans indicating that during construction, the Planning & Building building permit for property owner/developer shall install and maintain specially designed construction Department, Building construction within 75 feet barriers between the project perimeter and the sensitive receptor. The construction Division and Planning of noise sensitive receptors sound barriers shall be a minimum height of 8 feet with a minimum surface weight of Services Division
1.25 pounds per square foot or a minimum Sound Transmission Class (STC) rating of
25. The structure shall be a continuous barrier. Gates and other entry doors shall be constructed with suitable mullions, astragals, seals, or other design techniques to minimize sound leakage when in the closed position. Access doors should be self closing where feasible. Vision ports are permissible providing they are filled with an acceptable solid vision product.
MMNOI-11 Ongoing during Pressure washing operations for purposes of building repair and maintenance due to Planning & Building construction and project graffiti or other aesthetical considerations and in areas along the property line or Department, Code operation accessible by the public shall be limited to daytime hours of operation between 7 :00 Enforcement Division AM and 8:00 PM.
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MMNOI-12 Ongoing during Property owners/developers shall pay for all reasonable costs associated with noise Planning & Building construction monitoring which shall include monitoring conducted by a certified acoustical engineer Department, Planning under the direction of the Planning and Building Department four times a year on a Services Division random basis to ensure that outdoor construction-related sound levels at any point on the exterior project boundary property line do not exceed 60 dBA between the hours of7:00 PM and 7:00 AM of the following day where outside construction is occurring.
If a complaint is received by the City, additional noise monitoring shall be conducted at the discretion of the City. If the monitoring finds that the 60 dBA threshold is being exceeded, construction activities will be modified immediately to bring the sound level below the 60 dBA requirement, with additional follow-up monitoring conducted to confirm compliance.
MMNOI-13 Prior to issuance of each A note shall be provided on plans indicating that there shall be no operation of clam Planning & Building building permit shovel drops or vibratory rollers within 25 feet of any existing home. Department, Building Division
MMNOI-14 Prior to issuance of each If pile driving and blasting is anticipated during construction, a noise and vibration Planning & Building building permit on Disney analysis must be prepared and submitted to the Planning and Building Department to Department, Building ARSP Properties assess and mitigate potential noise and vibration impacts related to these activities, Division including site design features such as setbacks and trenches.
MMNOI-15 Prior to issuance of each The property owner/developer shall present area development plans if part of a new Planning & Building building permit and to be theme park land or building plans if part of one theme park attraction to the Planning Department, Planning implemented prior to final and Building Department to demonstrate any development of theme park uses in the Services Division building and zoning expanded Theme Park District (west of Disneyland Drive), the Southeast District, or inspections the ARSP Theme 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 fai;ade, the material used shall have a minimum surface weight of 1.25 pounds per square foot or a minimum Sound Transmission Class (STC) rating of 25.
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MMNOI-16 Ongoing during project The property owner/developer shall pay all reasonable costs associated with noise Planning & Building operations monitoring which shall include monitoring conducted by a certified acoustical Department, Planning consultant or engineer under the direction of the Planning Department to ensure that Services Division The Disneyland Resort ongoing operations do not exceed 60 dBA at any point on the property line between the hours of7:00 p.m. and 7:00 a.m. of the following day. If the monitoring finds that the 60 dBA threshold is being exceeded, modifications to the ongoing operations, such as adjustments to volume at the source or orientation of speakers, shall be commenced immediately to bring the sound level below the 60 dBA Final Execution Version 042524
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requirement with additional follow-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 of Disneyland Drive, the Southeast District, and/or the ARSP Theme Park Overlays: Four (4) times a year on a random basis for a three (3) day period.
(c) In response to a noise complaint, at the City's discretion: For a three (3) day period at the location of the noise exceedance.
MMNOI-17 Prior to the issuance of each A note shall be provided on the plans stating that ongoing during construction, the Planning & Building building permit, grading property owner/developer shall designate a noise disturbance coordinator who would Department, Planning permit or demolition permit respond to neighborhood complaints about construction noise by determining the cause Services Division of the noise complaints and requiring implementation ofreasonable measures to correct the noise issue.
MMNOI-18 Ongoing during The property owner/developer shall locate all stationary noise-generating equipment Planning & Building construction such as air compressors and portable generators a minimum of 75 feet from noise Department, Building sensitive receptors. Division
MMNOI-19 Ongoing during No impact driven piles shall be allowed in conjunction with the construction of parking Planning & Building construction structures. Department, Building
Division
MMNOI-20 Prior to issuance of a The property owner/developer will submit plans to the Planning and Building Planning & Building building permit for a Department indicating noise from the parking structure will be reduced by the Department, Planning parking structure provision of convenient access to the parking structure, sound attenuation devices Services Division (louvers and walls), and the use of textured deck surfaces to reduce tire squealing.
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MMNOI-21 Prior to issuance of each The property owner/developer shall present plans to the Planning and Building Planning & Building building permit Department to demonstrate development of theme park uses in the expanded Theme Department, Planning Park District (west of Disneyland Drive), the Southeast District, or the ARSP Theme Services Division Park Overlays shall include installation and maintenance of at least 12-foot-tall noise barriers along the property line to reduce back-of-house noise, such as vehicle passbys and truck deliveries with a minimum surface weight of 1.25 pounds per square foot or a minimum Sound Transmission Class (STC) rating of 25.
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MMNOI-22 Prior to issuance of each The property owner/developer shall present a noise study and area development plans Planning & Building building permit and to be if part of a new theme park land or building plans if part of one theme park attraction Department, Planning implemented prior to final in the expanded Theme Park District (west of Disneyland Drive), the Southeast Services Division building and zoning District, or the ARSP Theme Park Overlays to the Planning and Building Department inspections to demonstrate any Thrill (Indoor) and Family (Indoor) attractions shall be located no less than 200 feet from the center of the ride or attraction to noise-sensitive receptors and shall include a 30-foot-high building or a 30-foot high noise barrier between the attraction and the property line near noise-sensitive receptors, provided a 30-foot-high building or 30-foot-high noise barrier shall not be required if the proposed ride or attraction is located within an enclosed building or structure. The planning of each attraction shall take into account any openings or outdoor areas of the attractions and directionally orient the openings away from noise-sensitive receptors and towards the center of the new theme park development
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MMNOI-23 Prior to issuance of each The property owner/developer shall present a noise study and area development plans Planning & Building building permit and to be if part of a new theme park land or building plans if part of one theme park attraction Department, Planning implemented prior to final in the expanded Theme Park District (west of Disneyland Drive), the Southeast Services Division building and zoning District, or the ARSP Theme Park Overlays to the Planning and Building Department inspections to demonstrate any Thrill (Outdoor), rides taller than 50 feet, Parades and Large Shows shall be located:
1. For 1st to 3rd Offsite Floor Receptors: No less than 550 feet from the center of the ride to any noise-sensitive receptor and shall include a 30-foot-high building or a 30-foot-high noise barrier between the attraction and the property line near noise-sensitive receptors.
2. For 4th Floor Offsite Receptors and above (i.e., no shielding from 30-foot buildings/barriers): No less than 1100 feet between the center of the ride and any noise-sensitive receptor. If the distance of 1100 feet cannot be met, an indoor rollercoaster shall be considered. If a distance less than 1100 feet is considered with exposure to 4th Floor receptors, the distance to noise-sensitive receptors and layout shall be reviewed by a certified acoustical consultant or engineer prior to finalizing the site plan. In general, the entire full height of the ride shall include a solid barrier shielding it from any noise-sensitive receptors.
The material used for the barrier shall have a minimum surface weight of 1.25 pounds per square foot or a minimum Sound Transmission Class (STC) rating of 25.
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MMNOI-24 Prior to issuance of each The property owner/developer shall present a noise study and area development plans Planning & Building building permit and to be if part of a new theme park land or building plans if part of one theme park attraction Department, Planning implemented prior to final in the expanded Theme Park District (west ofDisneyland Drive), the Southeast District, Services Division building and zoning or the ARSP Theme Park Overlays to the Planning and Building Department to inspections demonstrate any Family (Outdoor), Round and Small Show attractions shall be located at least 400 feet from sensitive receptors and include a 30-foot-high building or a 30- foot-high noise barrier between the attraction and the property line near noise- sensitive receptors.
SRNOI-1 Prior to issuance of grading Contractor specifications shall include a note indicating that noise-generating Planning & Building and/or building permits construction activities which produce a sound pressure level at any point along the Department, Building property line in excess of 60 dBA shall be limited to between the hours of 7 :00 AM to Division 7:00 PM on any day. This requirement is identified in Section 6.70.010 of the City of .Fina] Execution Version 042524
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Anaheim's Noise Ordinance. Additional work hours may be permitted if deemed necessary by and on approval of the Director of Public Works or Building Official.
SRNOI-2 Prior to issuance ofbuilding Development shall comply with Title 24 of the California Code of Regulations, also Planning & Building permits known as the California Building Standards Code, which establishes building standards Department, Building applicable to all occupancies throughout the state. Title 24 requires that new hotels, Division 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.
SRNOl-3 Ongoing during Project No commercial use shall produce noise associated with continual loading or unloading Planning & Building construction of heavy trucks at the site between the hours of8:00 PM and 6:00 AM (Municipal Code Department, Building Section 18.32.130). Division
Population and Housing
PDFPOP-1 Ongoing during project The Walt Disney Company will recruit workers who are already a part of the resident Planning & Building operations work force in the region. Implementation of The Disneyland Resort Specific Plan will Department, Planning further efforts in offering employment opportunities at various socioeconomic levels. Services Division Final Execution Version 042524
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Public Services
Fire
MMPS-1 Prior to issuance of each The property owner/developer shall pay all applicable fire fees in the amount then in Fire Department building permit for effect and in accordance with the City-adopted Fire Protection Facilities and Paramedic development in the ARSP Services Impact Fee Program (initially established through City Council Resolution Parking and Theme Park No. 95R-73). Alternatively, the City and the Property Owner/Developer may enter into Overlays alternative financing arrangements.
MMPS-2 Prior to commencement of Onsite fire hydrants shall be • installed and charged, as required, by the property Fire Department structural framing on each owner/developer.
parcel or lot
MMPS-3 Prior to approval of each The property owner/developer shall submit an emergency fire access plan to ensure Fire Department grading plan that service to the site is in accordance with the Fire Department service requirements.
MMPS-4 Prior to issuance of each The property owner/developer shall submit a Construction Fire Protection Plan which Fire Department building permit shall include detailed design 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 and hydrants shall be operational with required fire 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.
MMPS-5 Prior to issuance of each Plans shall indicate that all buildings shall have sprinklers installed by property Fire Department building permit; to be owner/developer, to include all open and closed parking structures, exclusive of oneimplemented prior to each story detached accessory buildings of less than 120 square feet in floor area, and free final building and zoning standing shade structures that are open on at least two sides to sufficiently prevent the inspection 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 approved for other buildings on a case-by-case basis upon review and approval by the Fire Department.
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MMPS-6
Timing
Prior to issuance of each
building permit
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Plans shall be submitted to ensure that development is in accordance with the City of I Fire Department Anaheim Fire Department Standards, including:
a. Overhead clearance shall not be less than 14 feet for the full minimum width of 26 feet for all designated fire access roads.
b. All fire access roads, bridges and underground structures to be used for Fire Department access shall be designed to support Fire Department vehicles weighing 78,000 pounds.
c. All underground tunnels shall have sprinklers. Water supplies (hydrants) are required at the entrances. Standpipes shall also be provided when determined to be necessary by the Fire. Department.
d. Adequate off-site public fire hydrants contiguous to the Specific Plan area and onsite private fire hydrants shall be provided by the property owner/developer.
The precise number, types, and locations of the hydrants shall be determined during building permit review. Hydrants are to be a maximum of300 feet apart. e. A minimum residual water pressure of 20 psi shall remain in the water system.
Flow rates for all structures shall be a minimum of 1,500 gallons per minute f. Fire access roads shall be provided with vertical and horizontal clearance in compliance with Fire Department standards. Any changes to emergency vehicle access roads shall be included in the overall emergency vehicle access plans for the Resort area, and maintained by property owner/developer. The Fire Code Official shall review all proposed changes and determine whether to approve any deviations from these standards.
g. Temporary structure regardless of type of construction shall be considered temporary if at a location for less than 6 months. Other than pre-fabricated construction trailers, structures that are at a location for more than 6 months shall be provided with a fire suppression system and/or fire notification/life safety systems applicable to the use of the structure.
h. Integrated Safety Systems (ISS) testing as designed by the property owner/developer or an updated equivalent shall be required for all attractions on an annual basis. The property owner/developer shall provide advance notice to H-42
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MMPS-7 Prior to issuance of the first The property owner/developer shall enter into a Fire Operations Agreement with the Fire Department; City building pennit for the City of Anaheim to pay or cause to be paid its fair share of the funding to address the Attorney's Office DisneylandForward Project Operations and Community Risk Reduction staffing needs to maintain adequate levels or as otherwise specified in of service of response and ongoing fire inspection of the Project and in the Anaheim the Development Resort.
Agreement between the City
and Disney
MMPS-8 Prior to approval of street The water supply system shall be designed by the property owner/developer to provide Fire Department improvement plans and sufficient fire flow pressure and storage for the proposed land use and fire protection water improvement plans in accordance with Fire Department requirements.
MMPS-9 Prior to the final building The property owner/developer shall submit an emergency evacuation response plan for Fire Department and zoning inspection for a review and approval by the Fire Department. The plan shall require posted notices in hotel all hotel rooms on emergency evacuation procedures and incorporate ongoing emergency evacuation training for hotel staff to the satisfaction of the Fire Department.
MMPS-10 Prior to issuance of each Plans shall be reviewed and approved by the Fire Department as being in confonnance Fire Department building permit with the California Fire Code.
MM PS-11 Prior to the placement of An all-weather fire access road shall be provided from the roadway system to and on Fire Department building materials on a the construction site and for fire hydrants at all times, as required by the Fire building site Department. Such routes shall be paved or, subject to the approval of the Fire Department, shall otherwise provide adequate emergency access. Every building constructed must be accessible to Fire Department apparatus. The width and radius of the driving surface must meet the requirements noted in the Anaheim Municipal Code and in accordance with City of Anaheim Fire Department Standards.
MMPS-12 Prior to approval of building The property owner/developer shall provide written evidence to the satisfaction of the Fire Department plans Fire Department that all lockable pedestrian and/or vehicular access gates shall be equipped with "knox box" devices as required and approved by the Fire Department.
MMPS-13 Prior to approval of on-site Unless each commercial building is initially connected to separate fire services, an Fire Department; City water plans unsubordinated covenant satisfactory to the City Attorney's Office shall be recorded Attorney's Office prohibiting any individual sale of buildings until separate fire services are installed in the building(s) subject to the sale.
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MMPS-14 Priofto the issuance of The property owner/developer shall locate and design a Fire Substation within the Fire Department; construction permits Theme Park District, in a location approved by the Fire Chief. The Substation shall Planning & Building associated with meet the below minimum criteria, and is subject to the review and approval of the Fire Department, development ofover 10,000 Chief: Planning Services
sf within the Theme Park l. Designated parking stalls, for a medic truck, ambulance, medic golf cart, and 2 Division District or as otherwise
specified in the staff vehicles
Development Agreement 2. Equipped with dedicated fiber optic line (services for cable, wifi) between the City of 3. Two offices with two workstations each Anaheim and Walt Disney Parks and Resorts U.S., Inc. 4. Breakroom/kitchen type area
5. Day room able to accommodate up to 8 personnel ( 4 paramedics, 2 ambulance, 2 Community Risk Reduction)
6. Restrooms with showers/locker rooms
MM PS-15 Prior to issuance of building The property owner/developer shall conduct an analysis to determine if the structure Fire Department permits for any structure would interfere with the Emergency Radio Response Communication (ERRC) System greater than 7 5 feet tall signal. If warranted based on the analysis, the property owner/developer shall be responsible for installation of new or relocated equipment.
PDF PS-I Ongoing during project The existing services and capabilities of the Disneyland Fire Department shall be Fire Department operation maintained for the DisneylandForward Project Site. Existing services include preconstruction checks, pre-investigation of fires and alarms, preplanning for fires and evacuations, fire prevention program activities, and monitoring of pyrotechnics and special effects.
Police
MMPS-16 Prior to issuance of each The property owner/developer shall pay all applicable police protection fees in the Police Department applicable building permit amount then in effect. Alternatively, the City and the property owner/developer may enter into alternative financing arrangements.
MMPS-17 Ongoing during operation of The operator of the public parking facilities shall provide an adequate staff of private Police Department the Disneyland Resort security officers for patrol and surveillance of the facilities.
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MMPS-18 Prior to the issuance of the The property owner/developer shall enter into Police Operations Agreement with the Police Department; first building permit for City of Anaheim to pay or cause to be paid its fair share of the funding for police City Attorney's Office DisneylandForward Project personnel and equipment necessary to meet the service need of the Anaheim Resort as or as otherwise specified in determined by the Chlef of Police. the Development
Agreement between the City
of Anaheim and Walt
Disney Parks and Resorts
U.S., Inc.
MMPS-19 Prior to issuance of each The Police Department shall review the safety measures incorporated into the building Police Department building permit for parking plans for the parking structures within the DisneylandForward Project Site to be structures submitted by the property owner/developer. The security measures shall include the following or other substitute security measures as may be approved by the Police Department:
• Immediate access in priority criminal cases, where an urgent need or demand exists and time is of the essence.
• Closed circuit television surveillance and recording equipment or other adequate security measures reviewed and approved by the Police Department.
MMPS-20 Ongoing during operation of The property owner/developer shall continue to provide anti-gang, human trafficking, Police Department the Disneyland Resort child exploitation and substance abuse educational programs which are currently provided for park security cast members.
MMPS-21 Ongoing during operations The Disneyland Security Department shall be maintained to provide equivalent levels Police Department of service to the entire Disneyland Resort. These services will include initial response, investigation, and report writing. Entry points to the theme parks will be patrolled by the Disneyland Security Department.
MMPS-22 Prior to issuance of each The property owner/developer shall submit plans to the Police Department for review Police Department building permit for a hotel and approval by the Chief of Police, or their designee, for safety, accessibility, crime prevention, and security provisions during both the construction and operative phases for the purpose of incorporating safety measures in the project design including the concept of crime prevention through environmental design ( e.g., building design, circulation, site planning, and lighting of parking structures and parking areas).
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MMPS-23 Prior to issuance of each The project design shall include parking lots and parking structures with controlled Police Department building permit for or access points to limit ingress and egress if determined to be necessary by the Police including a parking lot Department and shall be subject to the review and approval of the Police Department. and/or parking structure
MMPS-24 Prior to issuance of the first The property owner/developer shall coordinate with the Police Department to construct Police Department; building permit for the and maintain a Substation in the Theme Park District which meets the following Planning & Building DisneylandForward Project minimum criteria: Department, Planning or as otherwise specified in Designated parking stalls, including EV charging stations, for approximately 4- Services Division the Development . Agreement between the 6 EV, 15-20 regular spaces City of Anaheim and Walt • Equipped with dedicated fiber optic line Disney Parks and Resorts
• Minimum of two private offices U.S., Inc.
• Conference/briefing room
• Interview room
. Kitchen
• Breakroom
• Locker rooms with showers, restrooms, and lockers
. Enclosed bicycle storage for at least 12 bicycles
• Equipment storage (size equivalent to two offices)
The location and facility components are subject to the review and approval of the Chief of Police. A designee of the Chief of Police shall be included in the initial design phase of the Substation, and shall be regularly consulted during design and construction. Any subsequent modification or relocation to either facility is subject to the review and approval of the Chief of Police.
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MMPS-25 Prior to issuance of the first The property owner/developer shall coordinate with the Police Department to construct Police Department; building permit for and maintain a Satellite Office in the Southeast District or the Theme Park East Overlay Planning & Building development of over 10,000 which meets the following minimum criteria: Department, sf in the Southeast District Designated parking stalls, including 2 -4 EV charging stations, 6 - 8 regular Planning Services . or Theme Park East Overlay Division or as otherwise determined spaces
in the Development . Equipped with dedicated fiber optic line Agreement between the City • Breakroom of Anaheim and Walt Disney Parks and Resorts . Conference/briefing room
U.S., Inc. . Interview room
• Restrooms
• Enclosed bicycle storage for at least 6 bicycles
The location and facility components are subject to the review and approval of the Chief of Police. A designee of the Chief of Police shall be included in the initial design phase of the Satellite Office, and shall be regularly consulted during design and construction. Any subsequent modification or relocation to either facility is subject to the review and approval of the Chief of Police.
PDF PS-2 Ongoing during project The property owner/developer shall continue to provide and expand its Court Liaison Police Department operation program to meet the needs of the Disneyland Resort.
Schools
MMPS-26 Prior to issuance of each The property owner/developer shall provide proof that school impact fees have been Planning & Building building permit paid consistent with State statute. Department, Building Division
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PDFPS-3 Ongoing during project The Disneyland Resort has developed and/or engaged in a series of educational Planning & Building operations programs in cooperation with the local community and regional agencies and Department, Planning organizations, designed to enhance and complement the educational opportunities and Services Division experiences for the youth. The 10 educational programs that currently exist are indicated below
1. Anaheim Union High School District's Anaheim's Innovative Mentoring Experience (AIME) program
2. Big Brothers & Big Sisters of Orange County's Workplace Mentoring Program at Anaheim Union High School District
3. United Way's Youth Career Connections and Speakers Bureaus at the Anaheim Union High School District
4. Anaheim Family YMCA A vanza Program
5. Orange County Asian Pacific Islander Community Alliance's ROOTED Career Development Program at Anaheim Union High School District
6. Hola Readers at Anaheim Elementary School District
7. Anaheim Elementary School District's Broadway Bound: Empowering Young Performers in Anaheim
8. Boys & Girls Clubs of Greater Anaheim-Cypress gEARed Up for the Future
9. School Support Programs Girls Inc.'s Girls Meet the Workforce/Project Accelerate
10. CIF Champion Celebration Girl Scouts of Orange County's Career Exploration Program - Dreams to Reality
The property owner/developer will continue these programs and/or substitute similar programs of equal importance.
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Parks
PDFPS-4 Ongoing during operations Substantial area within the Disneyland Resort shall be designed to encourage Planning & Building utilization by pedestrians in a park-like setting linking key areas of the project as Department, Planning described in the Disneyland Resort Specific Plan. Services Division; Community Services
Department, Parks
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PDF PS-5 Ongoing during operations The property owner/developer shall provide space(s), outside the ticketed theme park Planning & Building gates, easily accessible to theme park guests and non-ticketed visitors, where those who Department, Planning have brought their own food can eat. The proximity of amenities such as drinking Services Division; fountains, vending machines, and restrooms/locker facilities will be considered in the Community Services siting and design or such space(s). Department, Parks
Division
Libraries
MMPS-27 Prior to the issuance of a The property owner/developer shall comply with the Anaheim Municipal Code, Planning & Building building permit for Section 17.08.385, Public Library Facilities Services Areas - Payment of Fees Department, Building development in the ARSP Required. Division
Parking and Theme Park
Overlays, with the exception
of theme park square
footage transferred from the
DRSP
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MMTRA-1
MMTRA-2
Ongoing during project
development and operations
Prior to approval of the first
final subdivision map or
issuance of the first building
permit, whichever occurs
first, or as otherwise
established in Development
Agreement between the City
of Anaheim and Walt
Disney Parks and Resorts
U.S., Inc. or as approved
pursuant to 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
hnprovements
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The property owner/developer shall implement the improvements and pay in lieu fees described in Table 19 (Recommended Intersection Improvements) and Table 20 (Other Transportation Improvements) of the Operational Traffic Analysis for the DisneylandForward Project (Gibson 2023), as set forth in Appendix J-2 of Subsequent EIR No. 352, within the time frames described in those tables. Prior to the issuance of each building permit, any remaining applicable Traffic Signal Assessment Fees and Transportation Impact and Improvement Fees (Fees) relating to the building permit site shall be paid by the property owner/developer to the City of Anaheim in the amounts determined by the City Council Resolution in effect at the time of issuance of the building permit, except to the extent such fees may have been previously paid or satisfied pursuant to one or more separate agreements between Walt Disney Parks and Resorts U.S., Inc. and the City of Anaheim relating to The Disneyland Resort Project or The DisneylandForward Project.
The property owner/developer shall irrevocably offer for dedication (with subordination of easements), including necessary construction easements, the ultimate arterial highway right(s)-of-way adjacent to their property as shown in the Circulation Element of the Anaheim General Plan.
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Public Works
Department, Traffic
and Transportation
Division
Public Works
Department,
Development Services
Division; Public Works
Department, Traffic and
Transportation Division
MMTRA-3 Prior to demolition of an Replacement parking for the existing parking spaces removed will be constructed or Planning & Building existing Disneyland Resort secured. Department, Planning parking lot Services Division;
Ongoing during project Public Works
Access Improvements and Public Parking Facilities Included in Project Design Department, Traffic and operation (Exhibit 4.3.lb - Interstate 5-West Street/Disneyland Drive Interchange (Showing Transportation Division Entrance to West Parking Facility) and Exhibit 4.3. lc-Interstate 5/Katella Interchange (Showing Entrance to East Parking Facility)
Public Parking Facilities. New public parking facilities will be constructed at opposite sides of The Disneyland Resort Specific Plan area to receive traffic from the I-5. A minimum of 24,500 guest and cast parking spaces will be provided. The West Parking Area is oriented to receive southbound I-5 traffic, and the parking facilities in the East Parking Area and adjacent ARSP Parking Overlay will be oriented to receive northbound 1-5 traffic.
MMTRA-4 To be implemented prior to To be shown on street improvement plans: Planning & Building final building and zoning Department, Planning
inspections for the east and Services Division;
west parking structures/ Improved Access. Access roads leading up to the parking facilities shall be sized to Public Works facilities accommodate traffic at peak hours, thereby substantially reducing the likelihood of Department, Traffic and backups onto City streets arid freeway ramps, subject to the approval of the City Transportation Division Engineer.
No cast or guest access or egress will occur from Walnut Street.
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MMTRA-5 Prior to issuance of each Speed Parking. Building plans shall show direct ramps to each level of the East and Planning & Building building permit; to be West Parking Area facilities to minimize internal circulation within the garages and Department, Planning implemented prior to final accommodate the project's "speed parking" operation. Services Division; building and zoning Public Works
inspections for both the east Department, Traffic
and west parking structures and Transportation
Division
MMTRA-6 To be implemented prior to To be shown on street improvement plans: Planning & Building final building and zoning Conveyance Systems. In addition to an extensive network of landscaped pedestrian Department, Planning inspection for each parking Services Division;
structure and/or facility thoroughfares, conveyance systems will transport Disneyland Resort guests around Public Works The Anaheim Resort. Guest transportation systems will move guests from the parking Department, Traffic facilities to the Theme Park District. The monorail/guest transportation systems shall and Transportation move guests within the Theme Park District. Future connections may also be provided Division to the Southeast District.
MMTRA-7 To be implemented prior to To be shown on street improvement plans: Planning & Building final building and zoning Theme Park Drop-Off Area. To provide access to the attractions in the Specific Plan Department, Planning inspections for the second Services Division;
theme park for Phase II; and area to people staying outside of The Disneyland Resort area, a bus and shuttle drop- Public Works if pursued, to be off area will be located adjacent to Harbor Boulevard north of Disney Way as shown Department, Traffic implemented prior to final on Exhibit 4.4.2a of the Specific Plan; or, in Phase IV, the facility may be located and Transportation building and zoning adjacent or internal to the East Parking Area or the adjacent ARSP Parking Overlay Division inspections for the East Parking Structure(s), or other accessible location in the Theme Park District. The types Parking Area or adjacent of vehicles served at this facility may include public and private passenger shuttles and ARSP Parking Overlay buses.
parking structure(s) or other
accessible location in Phase
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Trans~ortation Demand Manai:ement Pro2ram
The need to minimize cast vehicle trips to reduce congestion and improve air quality, consistent with the goals of both the Air Quality Management Plan (AQMP) of the South Coast Air Quality Management District (SCAQMD) and with the Regional Mobility Plan of the Southern California Association of Governments (SCAG), is recognized. The Disneyland Resort will implement and administer a comprehensive Transportation Demand Management (TDM) program for all cast, which will strive to achieve an average vehicle ridership (A VR) goal of 1.5 persons per vehicle and, an average length of out-of-area guest stay of 1. 72 days.
At this point in project development, it is not possible to predict precisely which programs and activities would be most successful for The Disneyland Resort in meeting these goals. In addition, property owner/developer will review annually with the City any changes ·to the TOM Program and the Program's effectiveness toward achieving a 1.5 A VR. In consultation with the SCAQMD, the City of Anaheim and other agencies, and after analyzing the effectiveness of these items, Walt Disney Parks and Resorts U.S., Inc. will select specific programs for implementation.
Objectives of the TDM program are:
• Increase ridesharing and use of alternative transportation modes by guests . • Meet the cast 1.5 A VR target.
• Provide a menu of commute alternatives for The Disneyland Resort cast, to reduce project-generated trips.
• Provide transportation "linkages" to existing and future transportation modes ( other than single-occupant vehicle travel) for both The Disneyland Resort cast and guests.
Implementation strategies and elements of the TDM program for cast and guest trips are described below.
Cast
Making a commitment to commute management and trip reduction will become an integral part of the new-hire training. A menu of TOM orog:ram strategies and elements Final Execution Version 042524
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for both, existing and future cast commute options would be examined, including, but not limited to, the following:
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. Onsite Service. Onsite services, such as the food, retail, and other services may be provided to the cast.
. Ridesharing. An online listing of all cast members living in proximity to The Disneyland Resort may be developed for the purpose of providing a "matching" of members with other cast members who live in the same geographic areas and who could rideshare to The Disneyland Resort.
. Vanpooling. An online listing of all cast members living in proximity to The Disneyland Resort may be developed for the purpose of matching numbers of cast who live in - geographic proximity to one another and could comprise a vanpool to The Disneyland Resort.
. Transit Pass. Southern California Rapid Transit District and Orange County Transportation Authority (including commuter rail) passes may be promoted through financial assistance and onsite sales to encourage cast to use the various transit and bus services to The Disneyland Resort from throughout the region.
• Commuter Bus. As commuter "express" bus service expands throughout the region, passes for use on these lines may be provided for cast members who choose to use this service.
Financial incentives will be provided.
• Shuttle Service. A computer listing of all cast members living in proximity to The Disneyland Resort may be generated, and a local shuttle program will be offered to encourage cast members to travel to work by means other than the automobile. • Bicycling. A Disneyland Resort Bicycling Program may be developed to offer a bicycling alternative to cast members. Secure bicycle racks, lockers, and showers will be provided as part of this program. Maps of bicycle routes throughout the area would be provided to inform potential bicyclists of these options.
. Rental Car Fleet. A "fleet vehicle" program may be developed to provide cast members who travel to work by means other than an automobile with access to automobiles in case of emergency, medical appointments, etc. This service would help cast members use alternative modes of transportation by ensuring that they would be able to have personal transportation in the event of special circumstances.
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Emergency Ride Home Program. The program may provide cast members who rideshare, or use transit or other means of commuting to work, with a prearranged ride home in a taxi, rental car, shuttle, or other vehicle, in the event of emergencies during the work shift. In essence, this program addresses the concerns of the cast member who rideshares and might be stranded without a vehicle in the event of an emergency.
. Local Hiring Efforts. Continue to actively recruit prospective employees within 20 miles . . Target Reduction of Longest Commute Trip. Design an incentives program for ridesharing and other alternative transportation modes to put highest priority on reduction of longest employee commute trips.
. Work Schedule
- Staggered Shifts. The Disneyland Resort cast may work different hours throughout the daily hours of park operation. A thorough review of cast shifts would be undertaken to provide the potential for cast shifts during nonpeak travel times, thus lessening peak hour congestion.
- Compressed Work Week. The Disneyland Resort may review the possibility of developing a "compressed work week" program, which provides for fewer work days but longer daily shifts, as an option for cast members. This program would help eliminate certain trips on certain days that would otherwise be generated daily by The Disneyland Resort Cast.
- Telecommuting. The Disneyland Resort employs cast members in a wide a variety of jobs including clerical, administrative and professional roles. Sometimes that work can be completed at home. Telecommuting will be encouraged on a limited basis as operational needs allow.
. Work Environment/Facility Management
- Parking Management. The Disneyland Resort may develop a parking management program that provides incentives to those who rideshare or use transit means other than single-occupant auto to travel to work.
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greater reductions in VMT by Disneyland Resort cast members and other employees in the Anaheim Resort.
- Amenities. Transit systems, transit shelters, bicycle storage areas, and other amenities may be provided with efficient parking management for cast and guests. - Access. Preferential access to high occupancy vehicles and shuttles may be provided. - Delivery Mana2ement. Schedule deliveries in nonpeak traffic congestion hours to the extent reasonably practicable.
• Financial Incentives
In addition to the above items, certain financial incentives will be integrated into The Disneyland Resort TDM program, such as:
- Financial Incentive for Ridesharin2 and/or Public Transit. Currently, federal law provides tax-free status for up to $300 per month per employee contributions to employees who vanpool or use public transit (including commuter rail and/or express bus pools). In addition, The Disneyland Resort provides free OCTA passes and a 75% subsidy (up to
$100/month) for other transit passes.
- Financial Incentive for Bic)'.clin2 and Walking. Cast members may be offered financial incentives for bicycling to work; they would be provided with secure bicycle racks, lockers, and showers. Cast members may also receive a cash incentive for reporting a bike or walk commute.
- Financial Incentive for Carpooling. Cast members may be offered a cash incentive for carpooling to work.
- S(!ecial "Premium" for the Partici(!ation and Promotion of Trip Reduction.
Tickets/passes to project theme parks and/or vacations could be offered to employees who recruit other cast members for vanpool, carpool, or other Disney trip reduction programs.
. Guests
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Even though visitors to The Disneyland Resort are estimated to average nearly four persons per vehicle, additional programs and incentives could and will be provided to encourage even more guest use ofridesharing, transit, and other modes of travel to and from The Disneyland Resort. The property owner/developer is currently developing a list of potential programs and is working with the City of Anaheim and OCTA on the provision of convenient linkages to other modes of transportation Marketing materials for The Disneyland Resort will describe it as an "auto-free" zone with a range of transportation amenities where cars are not needed.
- Bicycle spaces for guests shall be visible from the primary entrance, illuminated at night, and protected from damage from moving or parked vehicles. . Construction Contractors
- The property owner/developer shall provide notification to the general construction contractors regarding the coordination ofrideshare services for construction employees provided by the Anaheim Transportation Network (ATN).
MMTRA-9 Ongoing during The property owner/developer shall continue to participate in a clean fuel shuttle program, and shall Public Works project operations participate in the Anaheim Transportation Network (ATN) in conjunction with the ongoing Department, operation of The Disneyland Resort, including the Disney ARSP Properties. Proof of compliance Traffic and with this measure shall be submitted to the City Traffic Engineer. Transportation Division
MMTRA-10 Ongoing during If Anaheim Police Department or Anaheim TMC personnel are required to provide temporary traffic Police construction control services, the property owner/developer shall reimburse the City, on a fairshare basis, if Department; applicable, for reasonable costs associated with such services. Public Works Department,
Traffic and
Transportation
Division
MMTRA-11 Ongoing during The property owner/developer will establish an onsite public information office ( which is Public Works project operations conveniently and accessibly located) where construction scheduling and phasing information will be Department, Final Execution Version 042524
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available to the public. The public information office shall be open during construction hours. A Traffic and telephone "hotline" will be provided to the community to allow members of the public to call the Transportation office with questions or comments during business hours. At least one liaison officer will be staffed Division at the office. The liaison officer shall be available to answer questions from the public and shall coordinate with the City of Anaheim, other public agencies, and major developers in the area regarding the coordination of construction activities and infrastructure improvements. The City shall be provided with a monthly summary of the calls received and follow-up actions.
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MMTRA-12 Prior to issuance of each The property owner/developer shall submit a Traffic Mitigation and Construction Public Works building permit for The Phasing and Control Plan. To the extent needed, as determined by the Public Works Department, Traffic Disneyland Resort or, any Department, the Traffic Mitigation and Construction Phasing and Control Plan shall and Transportation other timing specifically identify the following: Division provided in this measure a. A Construction Staging Area Plan showing the location and size of the construction staging area. The Plan shall also show how the staging area will be screened from view in compliance with the City of Anaheim Municipal Code.
MMTRA-13 Prior to approval of each A Truck Route Plan identifying truck routes along arterials, avoiding residential areas Public Works grading plan or issuance of to the extent feasible and in compliance with the Sound Pressure Level Ordinance. The Department, Traffic each demolition or building Plan shall show conformance with the external noise limits for construction between 7 and Transportation permit, whichever occurs p.m. and 7 a.m. The Plan shall also prohibit construction traffic on residential streets Division first; implemented during
grading and construction where improvements are not planned and shall provide measures to ensure that truck drivers are directed away from residential streets and travel on approved routes only.
Measures to assist in guiding truck movement on the arterial roadway system include, but are not limited to, provision of truck route maps to truck drivers and placement of flagpersons and construction signage at appropriate locations. The Truck Route Plan shall provide for monitoring of street conditions and potential repairing and/or repaving by property owner/developer after completion of construction as required by the City Engineer.
MMTRA-14 Prior to approval of each A Construction Traffic Management Plan which includes mechanisms to reduce Public Works grading plan or issuance of construction-related traffic congestion which shall be implemented during grading and Department, Traffic each demolition or building construction, including, but not limited to, the following: and Transportation permit, whichever occurs I. Configure construction parking to minimize onsite and offsite traffic Division first; implemented during
grading and construction interference.
2. Minimize obstruction of through-traffic lanes.
3. Provide flagpersons to guide traffic, as determined in the plan.
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MMTRA-15
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MMTRA-16
Prior to approval of each
grading plan or issuance of
each demolition or building
permit, whichever occurs
first; implemented during
construction
Timing
Prior to approval of each
building permit
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A Trip Reduction Plan for construction crew vehicles shall be prepared to reduce potential vehicle trips on the road and identify parking locations for construction employees and equipment.
Measure
A Traffic Management Plan for phasing of roadway improvements, specifying the sequencing of construction to do the following:
I . Coordinate scheduling with other planned construction in the area.
2. Coordinate scheduling with other infrastructure improvements to allow them to be facilitated efficiently during roadway improvements, such as sewer, storm drain, and water line improvements.
3. Outline procedures for any required traffic detours during construction, including provision of tour bus stops.
4. Phase each roadway improvement to allow access to all existing businesses/residential areas. In some instances this will require lane-by-lane renovation, temporary bypass roads, or traffic reroutes.
5. Employ vertical shoring as often as possible. This will minimize the amount of road surface that will be disturbed at a given location.
6. Sequence the construction of each roadway improvement to minimize disruption to residents and businesses.
7. Establish offsite parking and staging areas, where practical and possible, to minimize the impact to existing level of service on adjacent roadways. These offsite parking and staging areas will allow a dispersion of traffic flow to noncritical areas and will encourage bussing of construction workers from the offsite areas to the construction sites.
8. Identify how the project improvement construction schedules and haul routes will be coordinated with other areawide improvements. The property owner/developer shall coordinate with the City of Anaheim Traffic Management Center (TMC}, the Anaheim Convention Center and area hotels to H-62
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Department, Traffic
and Transportation
Division
Responsible for
Monitoring
Public Works
Department, Traffic
and Transportation
Division
Completion
MMTRA-17
MMTRA-18
MMTRA-20
MMTRA-21
MMTRA-22
Ongoing during project
construction
Prior to approval of each
grading plan
Prior to the issuance of
building pennits
Prior to the issuance of
building pennits or final
map approval, whichever
occurs first
Prior to approval of each
tentative tract or parcel map
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ensure continued operations of these facilities, as well as the continued operation of The Disneyland Resort.
The property owner/developer shall submit a quarterly update report showing Public Works construction activities for the upcoming quarter which shall include traffic mitigation Department, Traffic and control planning and construction scheduling. and Transportation Division
The property owner/developer shall show how the project will be in compliance with the Traffic Mitigation and Construction Phasing and Control Plan.
Public Works
Department, Traffic
and Transportation
Division
Plans shall show that all driveways shall be constructed with a minimum fifteen (15) Public Works foot radius curb returns as required by the City Engineer, unless otherwise approved Department, Traffic by the City Engineer. and Transportation
Division
Security in the fonn of a bond, certificate of deposit, letter of credit, completion guarantee, or cash, in an amount and form satisfactory to the City Engineer shall be posted with the City to guarantee the satisfactory completion of all engineering requirements of the City of Anaheim, including preparation of improvement plans and installation of all improvements, such as curbs and gutters, sidewalks, water facilities, street grading and pavement, sewer and drainage facilities and other appurtenant work, as required by the City Engineer and in accordance with the specifications on file in the office of the City Engineer, as may be modified by the City Engineer. Installation of said improvements shall occur prior to final building and zoning inspections.
The following Street Design Elements shall be shown on each tentative tract or parcel map:
a. Street cross-sections, including dimensions, labels, circulation designation (i.e., Resort Secondary) and whether public or private.
b. Street grades and vertical alignment.
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Department,
Development
Services Division
Public Works
Department,
Development
Services Division
Horizontal alignment, including radii, and cul-de-sac radii.
Tribal Cultural Resources
MMTCR-1 Prior to the issuance of any Tribal Cultural Resources Monitoring. The property owner/developer or contractor Planning & permits allowing ground- as designee shall provide evidence in the form of an executed Agreement to the City Building disturbing activities that of Anaheim Planning and Building Department that they have retained a qualified Department, cause excavation to depths Native American tribal monitor to provide third-party monitoring during construction- Planning Services greater than current related ground disturbance activities and to recover and catalogue tribal resources as Division foundations necessary. The tribal monitor shall be from or approved by the Gabrielefio Band of Mission Indians - Kizh Nation. The agreement shall include (i) professional qualifications of Native American monitor; (ii) detailed scope of services to be provided including but not limited to pre-construction education, observation, evaluation, protection, salvage, notification, and/or curation requirements, as applicable, with final documentation/report to Public Works Inspector; (iii) contact information; (iv) communication protocols between Contractor and Monitor for scheduling to facilitate timely performance; (v) acknowledgment that if the tribal monitor is unavailable or unresponsive based on terms stipulated in the agreement, property owner/developer or contractor as designee may contract with another qualified tribal monitor acceptable to the City. The selection of the qualified professional(s) shall be subject to City acceptance based on generally accepted professional qualifications and certifications, as applicable. The cover sheet of the I grading plans shall include a note to identify that third party tribal monitoring is required during excavation and grading activities in accordance with the City-approved Agreement. Contact information for approved tribal monitor shall be provided by the contractor to the City inspector at the pre-construction meeting.
SR TCR-1 Prior to approval of any The project property owner/developer shall coordinate with the City Planning Planning & amendment to the ARSP or Department to undergo a solicitation ofNative American consultation pursuant to Building the City of Anaheim Senate Bill (SB) 18 (California Government Code, Section 65352.3). Department, General Plan Planning Services
Division
Utilities and Service Systems
Public Services and Utilities - Water
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MMUTIL-1 Prior to issuance of building Among the water conservation measures to be shown on plans and implemented by the Utilities permits property owner/developer within the Specific Plan area include the following: Department, Use oflow-flow sprinkler heads in irrigation system . Resource . Efficiency Section; • Use of waterway re-circulation systems . Planning &
. Low-flow fittings, fixtures, and equipment, including low flush toilets and Building Department, urinals . Building Division
. Use of self-closing valves on drinking fountains .
. Use ofreclaimed water for irrigation and washdown when it becomes available . • Continuation of the existing cooling tower recirculation system . . Use of efficient irrigation systems such as drip irrigation and automatic systems which use moisture sensors.
. Low-flow shower heads in hotels .
. Water-efficient ice machines, dishwashers, clothes washers, and other waterusing appliances. . Use of irrigation systems primarily at night when evaporation rates are lowest. . Provide information to the public in conspicuous places regarding water conservation.
. Use of water-conserving landscape plant materials wherever feasible . . Use of vacuum and other equipment to reduce the use of water for washdown of exterior areas .
MMUTIL-2 Prior to each final building The property owner/developer shall submit a certified water audit for landscape Utilities and zoning inspection irrigation systems except for areas within the Theme Parks. Department, Resource
Efficiency Section
MMUTIL-3 Prior to issuance of each All water supply planning for the project will be closely coordinated with, and be Utilities building permit subject to the review and final approval of, the Public Utilities Department, Water Department, Water Engineering Division and Fire Department. Engineering
Division; Fire
Department
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MMUTIL-4 Prior to issuance of each Water pressure greater than 80 pounds per square inch (psi) shall be reduced to 80 psi Utilities building permit or less by means of pressure reducing valves installed at the property Department, Water owner/developer's service. Services
MMUTIL-5 Prior to issuance ofbuilding Plans shall specifically show that the water meter and backflow equipment and any Utilities permits other large water system equipment will be installed to the satisfaction of the Public Department, Water Utilities Department, Water Engineering Division, aboveground and behind the Services building setback line in a manner fully screened from all public streets and alleys and in accordance with Ordinance No. 4156. Prior to the final building and zoning inspections, the water meter and backflow equipment and any other large water system equipment shall be installed to the satisfaction of the Public Utilities Department, Water Engineering Division, in accordance with the building permit plans.
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MMUTIL-6
MMUTIL-7
Timing
Prior to final building and
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A separate water meter shall be installed for landscape water on all projects where the landscape area exceeds 1,000 square feet for non-residential uses in accordance with Ordinance No. 6160.
The property owner/developer shall implement the following required improvements to the water supply system, in accordance with Anaheim's Water Rates, Rules and Regulations, Water Services Administrative Procedures and Design Guidelines (APDG), and Water Services Standard Specifications (WSSS), within the timeframes described below or as further detennined by the Public Utilities Department, Water Engineering Division. The cost of all Main Extensions, Main Enlargements, abandonments, relocations, and easements documents shall be paid for by the property owner/developer of the properties served by these mains in accordance with Rule 15 A.
• In the Theme Park District, west of Disneyland Drive, all new fire water connections, including but not limited to, those that would serve, private fire hydrants, in The Disneyland Resort shall be made to water mains served by the 335 Pressure Zone. Specifically, no new fire water connections are permissible on existing water mains in Walnut Street or Magic Way. Any new fire connections for buildings adjacent to these mains shall connect to the 20-inch water main in Disneyland Drive.
• The Southeast District shall be served by at least two points of connection with internal looping.
o Any.new water service connections along Harbor Boulevard shall require the construction of a 12-inch water main from Convention Way intersection to a point approximately 400-ft north of the intersection. o Any new connection to the existing water main in Clementine Street, north of Orangewood Avenue, shall require replacement of the existing 8-inch water main with a new 12-inch water main.
• Abandon the existing 12-inch water main within the Esplanade between Harbor Boulevard and Disneyland Drive. This work shall be completed concurrently with any proposed improvements along Disneyland Drive or Harbor Boulevard.
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Responsible for
Monitoring
Utilities Department,
Water Services
Utilities Department,
Water Services
Completion
Public Services and Utilities - Wastewater/Sewer
MM UTIL-8 Prior to issuance of any
Building Permit for any new
hotel development within
the Theme Park District that
proposes a portion or the
entirety of the hotel
project's sewer flow to
discharge to the City sewer
system on Harbor
Boulevard, north of Katella
Avenue
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New easements may be required where public water infrastructure are located within private property through abandonment(s) of a public right-of-way.
Such easements shall limit improvements that impact access for operation and maintenance of existing facilities. Alternatively, the property owner/developer may abandon and/or relocate existing public water infrastructure provided the property owner/developer prepares an analysis to determine any associated and appropriate improvements due to the work. The property owner/developer shall submit the analysis and any associated improvement plans to the Public Utilities Department, Water Engineering Division for review and approval.
• Prior to issuance of building permits, the property owner/developer shall submit hydraulic analyses to determine the adequacy of existing and proposed facilities if required by the Public Utilities Department, Water Engineering Division
The property owner/developer shall prepare a Sewer Study for review and approval by the City Engineer, funded by the property owner/developer. Said Sewer Study shall evaluate whether there is adequate capacity in the Harbor Boulevard sewer system to accept the flow from the proposed new hotel use. The Sewer Study shall determine whether the proposed hotel project would create a deficiency in the Harbor Boulevard sewer system or the downstream City sewer system. If the Sewer Study shows there would be deficiency in the Harbor Boulevard sewer system or the downstream sewer system, the Sewer Study shall identify the required sewer system upgrades. If a sewer system upgrade is required, the property owner/developer shall be responsible for the design and construction of the upgrade to the sewer system and all associated improvements [collectively, "Sewer Improvements"]. The Cityidentified and approved cost of the Sewer Improvements may be credited toward the applicable sewer impact fees for the hotel project upon completion of the Sewer Improvements and acceptance by the City. The design of the Sewer Improvements and the related sewer improvement plans shall be completed prior to issuance of any Building Permit for the hotel project and the sewer improvement plans shall identify all associated improvements required for the required Sewer Improvements.
Construction of Sewer Improvements shall be completed prior to final building and zoning inspections for the hotel. If no sewer system upgrade is required, the developer shall be required to pay the applicable sewer impact fees, pursuant to A.M.C. 10.12.085, with applicable credits applied for sewer flows from existing uses to be removed.
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Public Works
Department,
Development Services
Division and Design
Division
MMUTIL-9 Prior to issuance of a The property owner/developer shall prepare a Sewer Study for review and approval Public Works plumbing permit resulting in by the City Engineer, funded by the property owner/developer. Said Sewer Study Department, a cumulative flow of more shall evaluate whether there is adequate capacity in the Harbor Boulevard sewer Development Services than 50 gpm peak in the system to accept the proposed redirected flow. The Sewer Study shall determine Division and Design Theme Park District whether the proposed redirected flow would create a deficiency in the Harbor Division resulting in redirected Boulevard sewer system or the downstream City sewer system. If the Sewer Study existing sewer flows that shows there would be deficiency in the Harbor Boulevard sewer system or the currently do not flow to downstream sewer system, the Sewer Study shall identify the required sewer system Harbor Boulevard to instead upgrades. If a sewer system upgrade is required, the property owner/developer shall flow to Harbor Boulevard be responsible for the design and construction of the upgrade to the sewer system via non-gravity flow ( e.g. and all associated improvements [collectively, "Sewer Improvements"]. The Citylift station, force main, identified and approved cost of the Sewer Improvements may be credited toward the ejector pump, etc.) applicable sewer impact fees for the hotel project upon completion of the Sewer Improvements and acceptance by the City. The design of the Sewer Improvements and the related sewer improvement plans shall be completed prior to issuance of any Building Permit for the hotel project and the sewer improvement plans shall identify all associated improvements required for the required Sewer Improvements.
Construction of Sewer Improvements shall be completed prior to final building and zoning inspections for the hotel. If no sewer system upgrade is required, the developer shall be required to pay the applicable sewer impact fees, pursuant to A.M.C. 10.12.085, with applicable credits applied for sewer flows from existing uses to be removed.
MMUTIL-10 Prior to issuance of the first The property owner/developer shall prepare a Sewer Study for review and approval Public Works building permit for by the City Engineer, funded by the property owner/developer. Said Sewer Study Department, development of over 10,000 shall evaluate whether the total sewer flow proposed to the Katella A venue sewer Development Services sf in the Southeast District system, east of Harbor Boulevard, for development authorized by the Division and Design or Theme Park East Overlay DisneylandForward project for the Theme Park East Overlay/Southeast District does Division not exceed a peak flow of 285 gpm. And that the total sewer flow proposed to be directed to the Harbor Boulevard sewer system, south of Katella A venue, for development authorized by the DisneylandForward project for the Theme Park East Overlay/Southeast District does not exceed a peak flow of2,000 gpm (total allowable development within Theme Park East Overlay /Southeast District). If the projected sewer effluent flow-exceeds these stipulated amounts for either the Katella A venue or Harbor Boulevard sewer system, the Sewer Study shall determine whether the development project creates a deficiency in the Katella A venue sewer system, east of Harbor Boulevard, or the Harbor Boulevard sewer system, south of Katella A venue, sewer collections systems and the downstream City sewer system. Should a deficiency be created, the Sewer Study shall identify the required sewer system uosrrades and improvements ("Sewer Improvements"). If Sewer Improvements are Final Execution Version 042524
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required, the property owner/developer shall be responsible for the design and construction of the Sewer Improvements. The City-identified and approved cost of the sewer improvements may be credited toward the applicable sewer impact fees for the development project upon completion of the Sewer Improvements and acceptance by the City. The design of the Sewer Improvements and the sewer improvement plans shall be completed prior to issuance of any Building Permit for development in the Theme Park East Overlay/Southeast District and shall identify all associated improvements required for the required Sewer Improvements.
Construction of Sewer Improvements shall be completed prior to the first final building and zoning inspection for development within the Theme Park East Overlay/Southeast District. If no improvement is required, the developer shall be required to pay the applicable sewer impact fees, pursuant to A.M.C. 10.12.085.
MMUTIL-11 Prior to issuance of any The property owner/developer shall prepare a Sewer Study for review and approval Public Works Building Permit for any new by the City Engineer, funded by the property owner/developer. Said Sewer Study Department, hotel development within shall evaluate the sewer flow from the hotel(s) directed to Clementine Street and Development Services the Parking Overlay ultimately Katella Avenue. Sewer improvements required to address deficiencies in Division and Design (between Harbor Boulevard the sewer systems in Clementine Street and/or Katella Avenue, east of Harbor Division and Manchester A venue) Boulevard, shall be the sole responsibility of the property owner/developer ("Clementine and Katella Sewer Improvements"). Should a deficiency be created, the Sewer Study shall identify the required sewer system upgrades and improvements. If a sewer system upgrade is required, the property owner/developer shall be responsible for the design and construction of the Clementine and Katella Sewer Improvements and all associated improvements. The City-identified cost of the Clementine and Katella Sewer Improvements may be credited toward the applicable sewer impact fees for the hotel project(s) upon completion of the Sewer Improvements and acceptance by the City. The design of the Clementine and Katella Sewer Improvements and the sewer improvement plans shall be completed prior to issuance of any Building Permit for the hotel project(s) and identify all associated improvements required for the Sewer Improvements. Construction of sewer improvements shall be completed prior to issuance of the first certificate of occupancy for the first hotel development. If no improvement is required, the developer shall be required to pay the applicable sewer impact fees, pursuant to A.M.C. 10.12.085.
Public Services and Utilities - Storm Drains
MMUTIL-12 Prior to approval of a final The property owner/developer shall participate in the City's Master Plan of Storm Public Works subdivision map, or Drains and related Infrastructure Improvement (Fee) Program to assist in mitigating Department, issuance of a grading or existing and future storm drainage system deficiencies as follows: Development Services The property owner/develooer shall submit a report for review and aporoval by Division
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building permit, whichever the City Engineer to assist with determining the following:
occurs first
a. If the specific developmentlredevelopment does not increase or redirect current or historic storm water quantities/flows, then the property owner/developer's responsibility shall be limited to participation in the Infrastructure Improvement (Fee) Program to provide storm drainage facilities in 10- and 25-year storm frequencies and to protect properties/structures for a 100-year storm frequency.
b. If the specific development/redevelopment increases or redirects the current or historic storm water quantity/flow, then the property owner/developer shall be required to guarantee mitigation to the satisfaction of the City Engineer and City Attorney's office of the impact prior to approval of a final subdivision map or issuance of a grading or building permit, whichever occurs first, pursuant to the improvements identified in the Master Plan of Drainage for the South Central Area. The property owner/developer shall be required to install the storm drainage facilities as recommended by the Master Plan of Drainage for the South Central Area to provide storm drainage facilities for 10- and 25-year storm frequencies and to protect properties/structures for a 100-year storm frequency prior to acceptance for maintenance of public improvements by the City or final building and zoning inspection for the building/structure, whichever occurs first.
Additionally, the property owner/developer shall participate in the Infrastructure Improvement (Fee) Program as determined by the City Engineer which could include fees, credits, reimbursements, or a combination thereof. As part of guaranteeing the mitigation of impacts on the storm drainage system, a storm drainage system improvement phasing plan for the project shall be submitted by the property owner/developer to the City Engineer for review and approval and shall contain, at a minimum, ( 1) a layout of the complete system; (2) all facility sizes, including support calculations; (3) construction phasing; and, (4) construction estimates.
MMUTIL-13 Prior to the issuance of The City shall require that building plans indicate that new developments will Public Works building permits minimize stormwater and urban runoff into drainage facilities by incorporating Department, design features such as detention basins, on-site water features, and other strategies. Development Services Division
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Public Servies and Utilities - Electricity
MMUTIL-14 Prior to issuance of each In order to conserve energy, the Disneyland Resort shall comply with the Utilities Department, building permit; to be California Energy Code (Title 10), which may include the following: Resource Efficiency implemented prior to each Consultation with the City energy-conservation experts at the Anaheim Section final building and zoning •
inspection Public Utilities Community and Sustainability Division for assistance with energy- conservation design features.
. Use of high-efficiency air conditioning systems, connected if feasible to a computerized central energy management system, and meeting all control, scheduling and load efficiency requirements of the California Energy Code (Title 24, Building Efficiency Standards).
• Use of electric high-efficiency (NEMA) motors intended to conserve energyWhile recognizing the unique lighting apparatus required for some theme park uses, use of motion sensing lightswitch devices and light-emitting diode (LED) energy-efficiency lighting fixtures for indoor and outdoor lighting when feasible, T8 lamps, metal hallide and/or high-pressure sodium (HID) lamps.Incorporation of electric vehicle chargers into parking structures.
MMUTIL-15 Prior to issuance of a If the property owner/developer incorporates grid-tied renewable energy generation Utilities Department, building permit systems into the project, they shall comply with the Anaheim Public Utilities Resource Efficiency Department's most recent Interconnection Guidelines. Section MMUTIL-16 Two to five years prior to The property owner/developer shall provide Anaheim Public Utilities Department Utilities Department, energizing new switching electrical engineering staff with its forecasted electric demand and schedules to Electric Services stations allow for sufficient lead time for planning, design, engineering, materials Division procurement, and construction of new electrical facilities, if required, to accommodate the Project's additional or modified electrical demand. Forecasts must be at least two to five years: e.g., two years for the construction ofup to two line extensions and five years for the construction of three line extensions or a new substation.
Public Services and Utilities - Natural Gas
As discussed in Draft Subsequent EIR No. 352, Section 5.16, Utilities and Service Systems, Natural Gas, incorporates MMs Section 5 .5, Energy.
Public Services and Utilities - Solid Waste
MMUTIL-17 Ongoing during theme park The property owner/developer shall implement a solid waste management plan Public Works operations and prior to final which has been reviewed and approved by the Public Works Department to ensure Department, Streets building and zoning that the project plans comply with AB 939, SB 1383 related to reducing organic Final Execution Version 042524
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inspections of new theme waste in landfill, the Solid Waste Reduction Act of 1989, as administered by the and Sanitation park development City of Anaheim, and the County's and City's Integrated Waste Management Plans. Division Implementation of said plan shall commence upon occupancy and shall remain in full effect as required by the Street and Sanitation Division and may include the following plan components:
a. Detailing the locations and design of on-site recycling facilities. b. Providing on-site recycling receptacles to encourage recycling. c. Complying with all Federal, State, and City regulations for hazardous material disposal.
d. Continuing participation in the City of Anaheim's voluntary "Recycle Anaheim," program or other substitute program as may be developed by the City.
MMUTIL-18 Ongoing during project The existing solid waste recycling and waste minimization practices at The Public Works operation Disneyland Resort shall be expanded as feasible to serve new development in The Department, Streets Disneyland Resort. Existing practices include: and Sanitation Usage of recycled paper products for stationary, letterhead, and packaging . Division . • Recovery of materials such as aluminum and cardboard . . Collection of office paper for recycling .
• Collection of polystyrene (foam) cups for recycling .
Collection of glass, plastic, kitchen grease, laser printer, toner, cartridges, oil, batteries, and scrap metal for recycling or recovery.
MMUTIL-19 Prior to issuance of building Plans shall show that trash storage areas shall be provided and maintained in a Public Works permits location acceptable to the City of Anaheim Department of Public Works, Streets and Department, Streets Sanitation Division. On an ongoing basis, trash storage areas shall be provided and and Sanitation maintained in accordance with approved plans on file with said Department. Division Ongoing during project
operation
MMUTIL-20 Prior to issuance of each The property owner/developer shall demonstrate that the plans include provisions Planning & Building building permit for the installation of trash and recycle receptacles near all benches and near high Department, Planning traffic areas such as plazas, transit stops and retail and dining establishments. Services Division Final Execution Version 042524
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Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring
Number
MMUTIL-21 Ongoing during project Upon City request and no less than annually or more than semi-annually, the property Planning & Building operation owner/developer shall prepare and submit to the Planning & Building Director or their Department, Planning designee a consolidated Construction Waste Management Report for all development Services Division projects on Disney Properties demonstrating that at least 75 percent of non-hazardous construction and demolition debris has been recycled or salvaged, or has otherwise complied with the City's waste diversion program, which Report shall identify the materials diverted from disposal and whether the materials have been sorted on site or co-mingled.
Public Service and Utilities - Television
MMUTIL-22 Ongoing during project If the City of Anaheim determines that the proposed project creates a significant impact Planning & Building operation on broadcast television reception at local residences, the property owner/developer Department, Planning shall install a signal booster or relay system on the roof of the tallest project building Services Division to restore broadcast television reception to its original condition as soon as practicable.
Public Services and Utilities - Standard Requirements
SR UTIL-1 Prior to the issuance of each The property owner/developer shall be required to prepare and submit to the City for Planning & Building building permit review and approval (I) a Landscape Documentation Package and (2) landscape and Department, Planning irrigation plans with appropriate water use calculations in accordance with the Services Division requirements of Anaheim Municipal Code Chapter 10.19, Landscape Water Efficiency.
SRUTIL-2 Prior to issuance of building The property owner/developer shall provide evidence to the Planning & Building Planning & Building permits Director or their designee that all sewage and wastewater disposal into the sewer Department, Building system shall comply with OCSD's Wastewater Discharge Regulations, including the Division procurement of the necessary permits by food service establishments that would be developed in the ARSP area.
SR UTIL-3 Prior to issuance of building The property owner/developer shall provide proof of payment to the Planning & Planning & Building permits Building Director or their designee for a sanitary sewer service charge to OCSD. Department, Building Division
SRUTIL-4 Prior to issuance of building The property owner/developer shall provide proof of payment to the Planning & Planning & Building permits Building Director or their designee for a capital facilities connection charge to OCSD. Department, Building Division
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Mitigation
Measure/Project Timing Measure Responsible for Completion Design Feature Monitoring
Number
SR UTIL-5 Prior to issuance of building The property owner/developer shall be required to demonstrate to the Planning Planning & Building permits Department, Building Division that building plans meet the applicable Title 24 Energy Department, Building Efficiency Standards for Residential and Nomesidential Buildings (24 CCR 6). These Division standards are updated, nominally every three years, to incorporate improved energy efficiency technologies and methods.
SRUTIL-6 Prior to issuance of building The property owner/developer shall be required to demonstrate to the Planning Planning & Building permits Department, Building Division that building plans meet the applicable California Department, Building Green Building Standards (24 CCRl 1). Division
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EX.HIBITI
Procedures Resolution
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RBIOLO'ftotl IIQ. 82.R-.HS
Ji RBsot..:e:11'XOR o, !'D Cl'lT OOOIICIL or TBI ctn
DP AlllUl'.111 lftULI8liUtC3 ~Clh>lJUS All1) UQUtu ... Kllh'S IOI !SI COIISiVDI.TtOlf Of OnBLOIDl!I! 14t1JNUH l'IJUUMIW' ·10 8Sc,?t0R 6586& OP ftl
GCNIRlllflll1' CQD.I ARD Rll'IALDG &l80UJ'fIOB lfO .. ID-JO., DUBAS, t.he laet -of certairttf ill th.• appz:o••l of de'fitlotiunt project• oa.ri reealt. ift a waste ot re.one-ea, e,calat.e tb.e oc t of tu,n•tng- and· oth.r· daM10pfflmt to tbe ccuasUM.r,. and diaecu.ra1u in.ve1-t•nt b .-nd ~~it-1'!9nt ~o eowpreheulff pliinntn, whieb uh • llih'1i atfi1:i•nt utiU:ntiob of rei<ua~ce• •t- the but •tlDIICmio ooet.. to tbi• pQbUar and
nnua, ••nrance tot.be applic.at for. a 4e"lop»llt pzo .. j4ct tb t upon approvat of the ptoj-,flot, the app-lio.-nt •Y procM4 with the p.roj.ct in accortuce with eziattnv poltciu. rule• •nd r.qul&tioM, •nc1, aQbj•ot t.o eonditlou of: approq,1, wUl at.r•n,tb•• tlle pu.bliitr plan.ainf proo•••• enoour~t• puvete p.uUc$pation in eomPr•hn•t•• pl.anatnf, an« te4uc" the •coOOIUe ooat.• of chvelopi,qt; ,and tmnau, utiele 2t5 (cOlliil•n.etnv vith .sectioo .S$1HJ of Cbaphr 4 ot f'itb 7 of t.h• GovetDlleilt Code &UtbodN• llllitHlictpali- t.ies t.or by r•BQlutton or ordt:nanoe,. eat•bli•h proceidur•e M.4 requirqent4 for tb• COQ8ideration of d•velqpmot atrHJenta ~Pon appl.icaUon by, or cm behalf ot, th,e pzopex-tf Olfflllr or othei:· peceon hav.in.9 a letal or •CJ11it.cl• iuternt:. in the p:copertyt • :HOW, ft~, n IT 1ll!t90LVD by th• cu:.y CCtlflOil of th.e city of Anabe:t.111 tbat, punua.nt te> ArUcl• 2. 5 (Co!l'ffllencing with hot.ton. -65H•) of Cbept.ec 4 o:f Htl• 7 Of th• Go,rer:UNlnt COdt, th• CU,r 4CMt~ ber•by "t.abliab •• proc•411r••. -.nd .taquti--,at1.t!• ~ar: tba uon.•id•:tat.ieft b~ .a...-.ia,pt1,:Jnt &9.i-eaae.ou tboi,e certain. p.t0eeCH., ,1nd :r"11.tr•1MtAt• ,.. ••t. ~a.:th in hbibtt •A.- at.t:ectaed ur-•t.Q •i:ul S.2!1:ooi:- pcrate! k•r•in by ~hi• r•f•E•ft.&Ut•
e.B IT IOlt!HIR IISOt,V!D tn•t 1:eao1nu.on Ro. 1.2:1.-10 ba, an4 th• aue h Mr•tr.r, repeal•d•
TIii roDOOHO :klSOL111IOJI i.s ~.f(lffd _tld a;dopted .by the citr Caun-aU of the ct tr of Anabeia tb.t.• 23d d•Y ot ~, 19$2.
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aun a, CiLil'CRIIIA >
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I., I.IHA& l>t ao&DTS1 Cit-, ~,rt ot .,_.. ct 1,'f' of JM!IIIUI• 4lo Hi,- Ofl"UIJ t t tbl tor.e&otng baol\ttloll lo~ 811-565 n• lntirocloMII ••d ~ -•t a rtiU1,w lllNCiU& Pf"oYided • I-•• ot iht Cit:, ~1 or tJa cttr ot att•m bt!d • ·thl 23rd 4-r or .,.,..,., 19U., bf u.. Ml.wine rote of tbe .._.. tblNOt:
ara: 0CIUIICIL ~1 ra,.od, PU1r11r, Ovie!rilolt., r IQld floth IOIS: CO en. IIINBlll1 lfae•
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AW I J'UR'!IIII ow\lt, that. ~ .,.. of tile C1 ~ ~ •etw iip,14 i4 hiolaUon IO. iD.a5 • Ult· 23rd d-. Of . • • 1m.
II WffQSI WIIIID• t haw ~t.o NI ay baDCI • N tffl•el UIAia al ot tu Cltp Qf All.lli .. l!a lbU 23rd . , ot • • 1111 ...
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n,r-•1otn1 la tbe ar11lnll. or •IOl.Uttm Jo. au-s&5 duly~ am ~ lbe ibllbll Cit.,- ~11 aa. lhWllliiNr 23. tMt.
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Rl80LUT'lOff SO ■ 82R-,W_
EXHIBIT ""A,.
Pax:£0UUS 111D RBQ.UIUNlJft'S
POR
COIJSIDBMrl:011 O'I DIVILOPND't AGStJ1BN1111T8
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5 .o ADNldll•t: . or cucaUat.1on or A;n
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10 .. o 81JcCl!J.••on. atU:1 . .._ivn••
11. .0 St:." . Ult Yed*'flll La11111. , ·
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1 ~ Q AH'LICA.'TION.
1\hy pers.on wisb.ing t.o· enter into a davelo,p!ll~t. agra~jfflt ("D~elopmeut Agrefillll8Dt. 14 ) must file an a.pplieatlan lo~ approv•1 o! • Ditvqlof.1!'811t "Greeant with th• Planning o.part4Mn~ aa4 d.lll!IIIC)utr.t.e .. tb.at. tb& Pt'Qj.Ot •ati:11£iu t:.b.& d:l.9ibilit.y r~iNiiitl!lln:t.• •• t"ort:i'i tn dee ti.on 1. S her.,,f • Th• f~ of ia;aicl applic•\d.on ( 11 Applktatian. * l ahi.111 'b• -... •o.t•bllllhecl bf' the 1'le.maJ.n9" .Di.rector of the au.y of Anaheim ( 11 Plann.la.g Dir•~t.or-":}.,
l. .L 1'•~•• An A,Pplicati.QQ -1\aiL btt aoeamp!ln!.a4 by a fiU.n9 fH i.n sldt ..,Wit •• -.y 1Mlr•inafter ._, estal:•lf.aih-1 &9111 U•• to U.. by 1:he Cit.y Cculc.11-
1 ~ 2 Aftliaallt.. An A.19U.oat.icla. ~ 'be filed onl.}" by t:.lui· property ~ or other pt~iaon 'bltring' a 111119&1 or l!Cf'1lca.bl• int.e.rwt lo tM prapfll:"t.y th•t 1• 1:."ke IRlbjoct:. of th• ~NOJillHftt Agn,ennt o;o by that pweon'• e.uthor-ut<l 119ect ,(•t.ppli~"').. The tenii •AppU~•t.• ~- •'hAU. fll-o 1.oc:l.~4• any eQcceuor in lnt:•-X'_.t to tbfl! ))1:0pflrty owner or •~ll!iBOr in intex-Mt ta an.y other paraoo be.Ying a legal or ~it.a.bl• bitora:t. In tbe ,PfOPff'tY• 1 .. :, &ll:91.1).ll.ltJ R5 td.r'eaant•• The Oi:t.y fin411 ·t.'he:t it may ~• £A th• clt.7' • b•e 1.p~ron. ua ent.r f.~t=o a a,..,.1.opmant. Agre•llillat:
•
when coast1:ucti.on ot t?lie pmject w.111 be pllue4 ewer a sev_..l year per-td:i, 1111- e 1vw• •r:•l• aueloJIIDIGt, llhal.l occupy SU1).8tan.tJ.al. ,acr-eag•, or in, aot:u'fll <>l;;be:a; qy require• lon9""t•~ certainty ,OD ~e part. of tli,a developu- anc1 the City. ,;,a City .._y,, bQ.t. •hall DOt ba deat,114 .r-~r-4 t.a.r IIPPfOV41 e DeVelopment ~lill!JIUl'lt -when the App,U.ca~t de11&0n.- tra,te• el.ig1bility th•r•for bf mld,n;g ori.et- 01:' DION of tb• fol1awlng i1ihowingei
-1-
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{b) 'that. U,S,QQ COllll!•·htton. the ~:)ect. .ah•U Afilul.~ :in t.h• ccmatr~tion of at l•,ut. (i} t.w 'hW\t'lred fifty (2SO) dwe,lli!l9 ~nit•, Ui) two bu.ad.red fifty thoaeand Uso .ooo} 91•1:1•n=• fNt of OOIIIWOlal-of!ice ,Pllce, fl' UU.) wo IPlal!:cei:i .rift.t thOl.laabl'I (250,. 000-) .quare f•l!lt o! :lQd.u"l:.rial .paQo1 o:r
(o) ft.ii~ t'.M project. wil.1 ~ contt.ruoteCl 1J1 pha-.s . over u anticlpaua. pcq:iod of 1110t l••• than tJ.ve (.5) •year•, or (4) A p,mjlCJt tU &bD be •U.gibl• • if ~ PJ.u:fli~ . . . . Direat« and.a 'tlla~ tlle pmJ.1.c Mal'tb. M.fet.Y' M' 91D••r&l: W91~• 0~ ~ c1U~ of ~.ta will 1-•- be •av.S \fy •CC-iD§ -
~li.ca-d.oa tor c:oatdHet.1:J.on by t=h•• ~ oa.1.··••.in qa_ Clt.y ~11,
l ■♦ fEP29!4!4 J:Mi•-1cppm. !II!!•~• ~ -.Pa>Ucatt.m,, . ~ ... .. •hall b9 ~nied by a. propo e~ DffaJ.c,J;ilNftt ••-.at (""PropoaM ~e-.nt,•).
(•) A ftQpOlleei Ag~ ~ GeQU'y t.be 4unUon
Of tba ..... t .. t:be »-att.t.84 11:11•• Of~ ~ty, the de.:&u.~ ar 1nt~ity of u•• • t.b.e t,1i1rl•um lle-ightt an,4 .ts• of! pn,pci4.a 1N!.Wb,.gt•.; cmS povWca• far NMrn.ticm Q dedto.~ia Gf lM4 tm: PJ'bl~ pmpoiut ..
lb) A Pl,'Oj,,OS~ l,gr~ MY inclW,a c:omU.tJ.on■,
t.fflQ.lf., ~~ic:t:lon.• and nqui:resa.n.t.a tar &¥bAqtleAt 4i cnticna.J!Y actioiia , prov14e4 tbat sucm comUtiona. 1:ablll, a:ut.riatian.a ua a-- , ~•n:t.• ~r eUbsaquattt. 41•~.ticmuy a.ct.tc«ia aha.U riot ~v.-n~ deY•1~ of -the l,.;u1d :for 1:21• WIG and to 'tll• dm,.d,..y or ~t.ui•ity . ot t:tw d~opNnt. ••t. fort.b in th• Agr.-llllfflt. A h'Upotntd: Agr,e-nt. au/ly UfiQ pi:c:rvia• that. CONh'UGtion ubo.U be COIID~ecl W1t'b.in a Final Execution Version 042524
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spe<:1fle4 t.lae and' "-••t th• p:roject. or any pbal!;k.$ 'theNof by co111tpla-ted within. BP9Cifieo ~i••·
(c) A ?:ropo$ed Agrae-n.t ,. .. y include a1;1cb odd :t~t'IXl.al condJ.t.ions, tern.s, rest:r:1.otioris o~ ttQ;Q.11::'emente .a• determined by tb• Cit,v C~neil to b~ tn tile pubUe. lnt•J:"•:l!lt.
2.0 'Pr.A'HlilDG COIIMJ'SSl:ON UV?Blf.
2 .. 1 IIOtic. Q:f Intention ta· CclQddar. ll'pain r•cet.pt af ill\ AppUciats.ou cionf0¥'Jl.in,' to· the •U.gibilit.y nquu-ne:nt• of Sec~lon l. 3 ~•:reof., tha Planning- Dirac to,:, allal1 ,give no·ti.041 of th• Plenn:ing CGIPlia ioa" i!i intention ~ oon•i•r • reaaanal'Mlat.ion to th• Ci-t:r . . .
CO\lrJCJ.l ~er1'ift9 i!ldc:tptlon af ~ nev..J.o_pMn:t Agre.,..tat ~ Such rt0tiq ~n4 gy oth•r notioee rel9.J.ked :herew,'ht-r ~.U ~ glven ill th• Milner gp!!eiH-1 in Sec:-t:b:;n 158S7 o~ tbe Gcrr~nt Code •~, in aaatOM tion., .tri the !Nile aann.ez- net.tea I.a 9tva I for pub11c bl,ar.ln9s UPQQ 1tCIO!lf."9 reala1111Uteatlm• a$ pcuvidM ttm!•r se-ctil>n 11 .. 03..060 ~of~ t;b111: -:- Ana.h•i• Mwlieip&l. Code.
•
2.3 ?ubl.ic ••~i!J.~ fttt Plaanf.t1.9 Cmliialcn •a11 lie~ And 9be naU,ce of a pu'bl.t.o bea:d:n.g to b.- held not. 110Q than ttdrty , { 30) daya fiCOII!. :i:-eaeip~ of an ltpplicat.1an.
2 .• 1 :aeca••n•!lfittori. lllc>t later tban fifteen (151 4q• followtng co.plet.ton Gf tht1 ~bl1c ht:t~rln9 :bet«e tb• ?lmning C00111aaion, the Pl•nnlng C<aa:tsetcm hall .aake a ffQOJllllentlie.t!on lni wdtin9 an.a t:ran•Ja.1-t the't n,QO;Dq&~ tion ana th• Application ta tbit (lit:y c;:oundl. The i:eoolllltt9ndatioo -1,al.l :l.nclude the Punning c°"'■feslon's determl.n-atloa of wb.aU.~ the Propo!\ied Jligr:@ement:. is U> consistent witb tbe General. Plan. or the Cit'.y o.:f J\M.~im I.Q\d an,1 a;ppUc;::a'ble upeclflc plan; ( U) co.pat1ble wi.t.b t.b~ \W._ ~ath.o:ri'M:d- in. aniJ ~be regulations pn,8.C!d.bed for th• a.pplteabl• am1ng Gbtrlct;.r (Hi) eQ11P&Ubh ~lth the orderly develop-nt ~f p1='0perty in the • Final Execution Version 042524
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11u:t~und:i,n9 acear an.a ( iv) b not oth111r:wi•• d•td,m.en~al to th• heal th eafety and 9eneral welt•-=-- i;,f the c:lt1:tena oe Anabeiln:. 3~0 ~lff COUIIC:IL ~lOMS
J,.l Rat.ice of Intention to 0:lnalde~. UJXiri 1:ec.1.Pt; o! t&e P1•nn:tn.g O::laliuton •• naamd.a.tlm, the City Clerk aball g.lv. 11.0tl~ of tbe Ci~y Cowicil '• inte.ntian to aonstaar aOopt:ion of • 1-nlopaan.t Ag,:eegent ln tlle a1me 1t1anl'Ht¥' u Nt fo-rtb • b1 S~tio11 2.1. henot!.
3.2. Pm,U.o Bekl:199. 'lhe City COun.c;:ll -1aall set .al'kl' g!;ve notic. of a p~l,I;: heutn.g tQ JM. b4Jl<l not aoi:e 1;1:l~n t=tr-ifivt• (45) ••Y• •Ctft' noalpt of die n~atiAm of tb• Jllaaabg C-.ia4toa..
3.3 l'lndJnga • .w~ • .i of a Dlft~.nt Rqre..-.nt; l• a legblati°" act -ot tile Cl~y Coa:ao:11 ud th• CiQ Con.oil •hall '.ha.v-e- ~ate cU cret;J.c;m to qpm,re,. appt09M wlt:b acd1f:l•t.1on.., or ~en~ any Ptq;io.ed ,'1N6raentJ ~:W;ied..- ~--, th• City Co1fflc11 eha.11 mt . &PP1!'0-Ve any 1»nlol11'41nt. &qn--.n~ ~s• -the C.i~J' Courwll f ln4• -th• prov-laioA& of th• -'gree " en- con:la.t.tn1.. with the lien•ral ~kn of ue Cit:y of ANh• l• ~ an:, appl.t.Cllbl• Q~lfk plan ..
3.4 :n.cu.ion. flle clty COuncll alul.11 annomM;;!• ital flfuU.1uJs , and 4ec1a1Qp on an.7 De9'•.1.opunt .l,gn-..nt not la~" than ten (10) da,- ro.n.awSft9 o<IIIIIU•tioa o!'. tit• )1111,lic .t«t mln9 on •u.dl -..t"r• ~ftr'l'in9 a Jlll!fflopment .Agne I allall 114' ecx:ampllabetl by aai:t1lt'1 ail ~inance which odlrum• e.U be cubj eat to rcf•en4a ln tht' Mnae:t" Mt fm;tb ln Section 1303 of the C.it:y Cb.a~tel!' of the City of An.-.ia. ht. l..a:tR than t•n rto) 4•P foUovlng ..So,etf.on of t.be ~ainanc•, on• ~ .thc;tec)f' El.ll«ll ba :farval:'ded tQ ~ am,11cant •
.9 .s Bl:lterly JAto • Dllftlqem,etat ~ nt:;. t:f ~ C:ity . Council .OOPt• an ol'dinaru::~ -wanting • DQqlopaant A,g~-ohe., then tu pa:ctiP t r •to &hall ex:ecute tile :Develoiaent. "9~t wlt:hln tb irty C 30 t d,tp after adoptian of tu ordiDZH"lt:e, prov.id Id 1 bow• ve-t" 4 -(-
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:t+h.11 t:. t:.'h.e liev•l~nt • ,~euiunt. $l\.all not becone - ··fective 1mt.il th• OTtHnanc-,. t1.'1,ltb.ori.*ituJ t.be O.,,elopmant. 1.Q1"4!1er.tent. al.so becClld£ a-'.f'~ti.v•~ The tifile £or execui:inq t:he, ~gr•-et .iw..tlY ba ext.end:~ hy the -,;utu-!ll. cQnsent o;f tb• CJ.ty Coo.ncil. ar1d t.he Applicant.
4 • 0 Jl'BOORl)A.Tlmf •
wl~bin tib. (10) daya a:tt.er ~• city,- Mltera J.n~ the t>evelopmen-t. "9l:e.P~t.. ~ City <:1.IR"k a'ha1l. bavllll -t.'he Agre4lllll!m1:. ~oortleO wi-t.'h the orangi• ooun.t.y 1'ecor4H".. 11' t.ho part.1.a11 ~ tM A.greeman~ o:r: • I I - thair •tt~••ora in i.nt;er••t!. .. ..._., o~ eane•l i;he Agreeamnt: u ,nc·c,vid.a. in oavarnmmt Q)d.e ~~ 6Sll68. or if ffi4i alty t.erm.£nau. .= a:14Uw• the ~t. •• prw;:,vlite4: hi! Ocwernmant. Ccl4• 8ecti.cn. fl8GS.i. to:r:- ~aJ.l ... a-re oE the AJ1Jtl.1oan1:. ti:' J11&t•rial.l.y eamj»l.y I.fl goo4 fat.~ "1.1:b the. ten. or oondition• in ibe ·Agre--.nt;.,,. tlum the c:it.y Clerk ab.all hllff notice ot' •ucb act.Ion r.corde4 'Id.~ t.b• Onng• ~y Record.-. 5 • 0 ~ Qlt. ~~CIII _O'# AOQDIElft ~ MoruMr CDli1'1Hffr ..
5. l I:bi ilat:.ica. oE JIIMindntant. or Cmeti;ll.a~io:n. B:L:t:hor party Ja&.y ~o:(1()9• .all &JM,;ndatJnt. t.o,, or CU-OeJ.l•t..lon of., ~h• Dovelopunt Agr~t.,. in woll.• QI!° 1A pan:,· prevlou11:Ly entar-e4 J.Q.to • . s.~ ln:'Ocild.ur:e. 11'be-·FOGed.ure 6>r ~posing and edoptlog 1m. ---~•t to. or qan,ae11.at~on o-£, tlle Dwvelo~t:. Agl;'~, in ""11D1• Oll:i' ia .. ~ .. elUl.l.;i. 1- -t:h• ........ -u... pt;OuM'IR"9 ~QC an~;tng ~o {Ii'& Agrl!f!lllent in the flrat instance: Rid pmcet'lure ia set tortb ln s.et:.1011• ~ an.4 .3 l\e:rwo:t. My aucb pro;poeal. sum l.tto4 lllY' the A»PU~n.t aha.ll. b• aaocmip11ni•d: by a ~ePing- :fee ~ an ana::11iu1t ~1Ll. t;o 0n~h&l.f' o~ any iDi.tJ.al. Ul.i:ng fl•• aa may ba:raimt:ft.er be eis-tabli•'hedl. :f:osa U,Dle t.o tim• by the Qi:~y Couneil. puraont to BaQt;.jon l.. l hereof~ Any tU!tendnClt t.o, iOX' aano•llailon oE • any IJevel.opiiDll!lbt.
Agt"tH1ment pu.r•uant to th1a Section 'hall :reqi,il~a tll111t ooasent. ct el1 par~1~• t.o 11&14 Dev•l~~~ Ac,Jree.aent.
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i ~
&.O PDIDDlC Rf !!•
6~ t Tia• for: Review~ The Clty anall periocJia.ally rev.1tw th., Davelopaan.t l'9rM1aant •t. leut. .once every tweiee mrxrt.ha aft-er the City •nt•r• lr:atc tha Ag . nt.
6,2 .Aftll t.•• ullld.a ioa1o mot lea 1:han. Lo>:ty-fiv• (45) nor 110re ~ si:xty ( eo) 4ap prior to ·th• ye•rly Ui\int"llU, of u.. aat..• ~hA nn•1QPMil-t. AgZ'a~ waa iant:ued into" t:ll.- Afpllov.~ ldl&l.t . . . aubmit ev:l4enc• to th• City. 001,mcd.1 of the Apalic:u.t • • g-004 DJ.~ co.,. . . pU.anc• wlt?l t.he DeveloplliarYt. Agrffeent. •n4 not:i.fy t.bA City oauuoil in •~lting tlsat nab iVUe11a• h 'bei119 -1ait.te4 t;o th• Cit.y pursuut. ~- 't.be peria41C' nviev nquireia.41JSt• Gt' t.lll• Secttcx1 ♦ aid oaUfiaatiol\ IJ'h.a11 b.- ar>f:"Q'Plni• l7I a proauaing !ea in Reh ~" .. •Y b.U".ta ... aft..r be e atablS.sb.M trQII t:.i.JN, ~ ~ 'DY tbe Clty CormaU .. ,.s ~.bl4ies:•• lfii:ldn: fort.y-f1-. (45) da79 litft.•i" the ..a.u- •ion o~ tlM. Applioant • • niO•o•. ttb• Cit:3r CO\UIO:ll. a1:a,a11 l!cd;.e~ upan. .. . ~ . r -:? the buie 01' •abst.ant.1.-1 e:ua-.oo 11hethe.r 01" n0t. "· 1'4',pllcan t. bu, ttQJ:' ~11• pe.rioll "1Q4c r-eviwr ~t.ed ln goad faL~b ld.t.b the t.enaa ~ COIi- . ditiou• of th• ~--~. l~ t.he Cit.r Co~cd.1 flo411 .an« ciete:mJ.Ma ca the m•i• of •~~l ff'i.4aQce tbat the Api,Uaa.t baa OQ11Plie4 1n - 9CIOd. faith win th• ~-- anA tt0n4:i.1:.f.an■ cd U.• IMY.i.c;: •"l. AF---..a• . . dinrblg t:l» s-riod mt4w N:fl._,." tho NVt.w ~ t:bat pui.ol1 ~ be '
a~ canala&lel. %! tli• Clt.y Qnma11 ftni4a aria d•t.OJ:'.Miaa• OD tll.e be.ai• ot sub•i:azltd.al •vU-.-oe tlliat. tbe llrpp1ican.t ha.a not. ao:11eU.aQ 1n. good falt.b 'WS.tb the~ en4 ooni!l.ltf.om, a:r U\11 ~.nt ._. tlle s-r.loi! un4ar nview., tbe Cit"t Ql!Qnoil •Y proceed. to l!Olify or u~nat• th• P.gr---'t~ or eaq,bli h a t:iJle. sc'h(ldtil.•- for ·C011pl..b.nae therevitll.,. 1n &COozdanoe witll the pmaeauru ••t. £cgth in. &Mt.ion 7 haninett.er~ Fmal Execution version \J4:l'.>2.4
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6.4 tnith on o.f R.view...E,X C!.T-y Co~:n . • I.n addition t.o the annual. pariocllC! r.view set r-ortn i.n. Seet.icm 6 .1, 6 .. 2 a.nd 6.3 'hereof, t'be City eounail IIRIIY at uy ti•is initiate a ~e'l'itN o~ tlle ~Vdopment Agre•nient. U.POfi t.he 9i \l'ing of' ~itten not.lee thereof t.o .appu,o,ant,. Wit'hl..n - thirty ( 30l 4aya toUowing th■ :reeel.pt. of such nQtioca., the ~plicant ahell eublait ev-l4ena• to the City 00\Ulcil of Apptioe.nt!:a goad f<h complianc• wf..tb tbe 'D-"elopaan.t A9re•ent and •uc:ftl ~QV1ev .end det.U'llinetion ahall procei!!!<l in tha mann•r- Qtb.erwiH1 prc,v.i.ae4 in S•c:t!on 6 aNl 7 'h•rettf.
, • 0 NODU'lCAftmJ OI: TBlllallA"ftoll •
7 .1 lfpt.ic:• ~ t:nlic:iant.. J:£ tho eJ.ty ~cll. find:• w cl.-t.d'lltinu Qt\ ihe 1,. o! eaa»ta~Uo.1 ••ldcoe tbat the An,li-cant ha■ not oo.plJ.ed 111 ~ £&1th -w1t:IL ~ t.e:tllal arut oon.di'CJ.Qil■ o.f th• Dav•lopqat Agra~ 4u;ring th• ~toe& Wll!11r review and U! tl\• City coun.11;:.ll. aet. raine■ to p.roc:~4 With llloditimtiGn oi- t•nnimlticm of· ~• . . I • , DwvelQl)lllen.t. Avr••mt.r or ••tablbh at.~ abedu:l• far coa.pli•~ t:he.J:'ft'ith.- th• Clt.y COncU. ••11 gi~ notice to t:h" Applloent. of City . QOuqcil. 1 • intentl<Jn t.o 4o so 11tithln t:an (1.0} day• of Nll::hlg 1ta fimU.n.ga u.nd•:i:- v.otica. 6 , 3 hereof.
7 .2 l!u;blic Hu.r!DSJ. 'fM City eounail •l a::i.1 •n !1114 .-f..,. f:'Ot~ o~ a public MHDt' .Oft SIO!Sliiaa.Ucm or ~Uon •. or ~ci, ••~ 1hl\ • H: ... cihedale for O(lllfall~f to 1'• 1Mi14 vltbJ..n f<l¥"tr-f1.,. (-l!)
4.a.ys a f:t.er tb• Cl ty ODttacil gt••· noilo. to the ~ li'ICIII.D-t:.. 7 .3 Decieion, "l"ha City CounciL alla.ll e.nno~• I.ta t!D4lui• cma 4eciaio:n. °" w.-thu the I>crv•lopMnt Agr...-.nt. 1• to ba- t.e:minat.ed,. ,r how ~a Dev.l.OpNn.t ~•JUent ie to be ~ifiM, or U.11 prov!.dona of t.lut J>avalQp11ant. .\gr•-.fit 'liith 1ml.ch ~lic~nt ffll t. comply and. a I t.1$e •chedul• tb.ret!>r, not. later than tett (.LO) day• folloril'lg c;!!Jllpletion ot the pub-lie bnrin'if Q.D. auoh utter. Modifying or tami.~•U.ng Final Execution Version 042524
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hall be acaom,pli1had b; nacti:ng an orcllti.ancf1o
Th., o:i-dinanoe shall r~i~ the r•••oa• mieh, in tll• opini® of t't!.• city C::ottoell,- lllllllte the 11041t1oat.ioa• or qfflinat:.1.tn o:f the l>eve1o,PIIWnt ~grNl!ltat a«c:eu(l.ry. lfet l~t.r t:.llia:& um (10) c!lay• £011ow1n9 adQ~ioA .. ot th• or-41.aa.oe., ClllM con tll•eo! eball be. fo:wude4 to the ~Ucant. 'l'h■ l)eTel0pllitat ~t eh-11. M t..-.Jaa~ea. .« the ~194 J>nat.opunt ~••mt. •ba11 ~ eff.::t.lv• QII tbe llliffl!lat:iv• d-1t• of th• oEd:t.ftance aa4lfyiD; a~ uhli.Dd.:u,.g ••i4 Agre.-ct. CCQl)l.i.UO• wit.'h MY pufonana• t:.i.m• •chec\1:11• ••t.abli~ by 1:he -C:lt.y ~11 u an 11;lt.ana1d.ve to .-o!J. .. tliatl~ or -te111a•tloa ot tba l>aftl.o.plllt ~•SMD.t eilla.U b4ii :•ultj•t to ,PRiotH,a %'l!Wi.w tu th• a.a.zmax Mt fOrth ~ hotiall• _& an4 -., ~f ·, .rd l.aolc o~ gccxl. f,aith omipl iADmt thllltrwi.th •b&U be a · bui• for u :nda-. ... ti.cm OZ" ..Uf:loation of Ai11 DefllloJ!Me•rt. A;rM •
8 .o Dl&l!f o• Ml!Dtlff.
p . ·.
rules, r g\1liiltiana, an4 offic1al policli•• guv•m~ pumi~'l:-4 u ... o:t the: J.azd. cten.1.S .. ~y, lp, »gbl:ic im.PI'~ u4 armKnot.1.oa ata:ndU"da Ud ape-cilioation• .abal1 'be tboN rain, nQQJ.a'tiolla 111.Q.cl offioial. po11c1el in fora• et the tiae of oita\1~ ot i!h• DeviJl.apaut. AF'e- -m• irha Cit:y aball not., la~. M pll:01d.hit:a&t, boa aw>1~ t=.o •• pcG~T .. vlddll :la -t:11• ••:lwc:t. o:!' ~ Dav~, A.Qr....,~ new ~le•~ ngaJ.au.oa• , • . . aml • ,ollole• wh!oh lo not ocmfi!J.J.ft vi.th 1:ho" etilu, ~U«aa an4 po'.lioi•• aet. fordt u tll• DwNiO}ilamlt ~•.-ant# r»r abal1 t.1u1 d.iy be p:co'hiblt.O trc:1!9 Gwnyina or ccin41tJ.cxaall.1" appmv1DI) uy •ubaequent. l!•v•l- '
oplQ,tQt piojact &J1Plicatl<in an tbe baaia 0f such •:d•tinq or nw ru1•a.• r~tic:m• and. _poUC1ea~
9 .o BDOBCBNllLl"ff,
UDUH : umid-4. or canaeUe4r a n.vel.QpQnt:. Agl:'~t. ahe.ll. be enrotc..,ble bl' lllllY party t'h.reto not.with t:.ading any dbang• 1D any Final Execution Version 042524
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appllcable genetal or speetft e p.lan, zoning,. subdi vidort o!' buUdlng r•-gulaUon adopted by the City whJ.Qh •lteu ot ••nd• t.he rule$, :regulation• oi poUci•• apeclfi•d tn leot.l.o,n 8 htreof or b inoc;1n•i.•t•nt • ·Tith t:bo provi iona oont lneO in tbe DeivelapjDllit A,J.t"JH!lnt. 10 .. 0 Sbct.:BBSORS .MD ASSI(JNS.
'l'be- b11rdeni: of t.he D•v~loPl'lt111t Ag.reUHmt •lJ~ll be bindl.11,a upo:n, and the bat1t1:fite of t.be nevelaPl"nt. A~r~.-nt inu.n to, •11 auce -S<lr• in tnieceat and a.e&1gna ot th• put1ea to th• DevelopHnt A9r:ff'Mnt ..
U .G llf.\fl Aft. !'IDIDL W.!I •
In tbe eve~t tbat th• atate or ftd•ral lna o~ r•1~lationa enaoted afU:r • nev•loPMn.t A,Hntent ha• blJ•n ent•r•4 i1'to, P.f41H.a.t or preclll,de <tmr.pUanee vith on• or more pr-ovlaioa1a: of t:h• J>awela,-.nt
1.gt•••J1.t,- ,ucb pro•ialotls of tbe Pe·n·laplM!! .. t Agr.a~nt. •~11 -~• . .,,, ~ aodiflecl or •~epend-4 •• ~ :b9 na-ce•nrr to O!OCIIPlY vi~ti auch •bite Qt federal lav 0[ r•gul•tion, so lcmt a• aach law or ragulaiione bali r.,...lD in ef!'f'eat.
12. D ffll'SION 01' 7UIB TO ACI'.
'l'h• ~i .. perlo4 vJkh~n uh!oh any party oE eatltJ 1• otb~r~tse reqiai:red to act i;,unuant to any app.U.~lble provieloh h•t•ot •b•ll be l!le-.ed ~:itt.4Dded f'ot any pariQd C)f t.lM ll4l<:81H,H1' to ·C<iapl'.f Yitb .any applieabl• pcori•iona ef the Califo~nla-lnYirolUilent•l Q~l1ty •ct ana tn• Stet.• CiaUeline• a4os,t~ purauant thecet0-;.
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Agency
City of Anaheim
Final Execution Version 042524
EXHIBITJ
Project Approvals
Action
Certification of a Subsequent Environmental Impact Report No. 352 to BIR No. 311 and SEIR 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 A venue and Orangewood Avenue and Gene Autry Way between Harbor
Boulevard and Raster 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-tum lanes, one shared through/right-tum lane, and one exclusive right-tum lane on the eastbound approach and one left-tum lane, one shared through/right-tum lane, and one exclusive right-tum lane on the westbound approach
(consistent with existing configuration); and (2) at Raster Street & Gene Autry Way, provide a single shared lefttum/through/right-turn lane for the eastbound approach and three left-tum lanes and two right-tum lanes for the westbound approach. The northbound approach would be equipped with a right-tum signal overlapping with the westbound left-tum 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 Alro 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 A venue 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 Co=ercial Recreation Area).
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Agency
Orange County Transportation Authority
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 A venue 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. 1
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).
Approval of an amendment to the Orange County Master Plan of Arterial Highways (MP AH) to (I) to remove the planned extensions of Gene Autry Way between Harbor Boulevard and Raster Street and of Clementine Street between Kate Ila 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.
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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EXHIBITK
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 A venue, 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 A venue.
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 A venue and on Haster Street south of Katella A venue.
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 A venue sewer infrastructure.
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EXHIBITL
Terms for TOT In Lieu Agreement
Subsequent DVC TOT In-Lieu Agreements:
I. Tailoring ofln-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 A TID shall be collected and paid as though the unit is a standard Hotel room rather than under this Agreement. ii. 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 I 0% 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 11.C. of Exhibit L to the DA to confirm the existing Comp Set or determine the new Comp Set.
m. 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 11.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.)
II. 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 D V C 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 fudustry 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 fudustry 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. ii. If the Parties' Lodging fudustry 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. 111. 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 II.A. The Parties agree to be bound by that decision.
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