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HomeMy WebLinkAboutCALIFORNIA PACIFIC PROPERTIES 1-1990 ,. . . ':h,7~ '..:-:: ,~"rt;fy d~~t ~:'::: i~::,:',:2~Silt ,,..;: " ~-~2'.:;.,~~': TIJ[ fi'68 ;" ,"...", :::1 ..~'" ~:;~" \.' ~;,r~:, ~\~~ I'~",:"- :~".\I(.1rnment C;Q;'~e~ti~n~-!T.i--~;iaL (j. .p~J {,S' ?Cf.$' REC0"OING REQUESTED BY A" ..- Wl-nN1~ECORDED MAIL TO: Ci~rk of the Council City of Santa Ana 20 civic Center Plaza Santa Ana, CA 92701 r 90-625289 91-415237 V PcJ-/D2- CC: tJA (4 fi;</ /1- ,-i:;.::ORDED il\j C~='''''~,:',J -":f'......RDS "' '" ""'j,-_ .i_'",~ _F ORANGE;:;~:.T"~.:.U;:ORf"A $13, c C C19 .0) 50 DM ._-- . NOV 2 7 '90 r . I $ 7JCO i 1 G2 Qi- ,,0 4 a'~RECORDER Only) a substitute Exhibit "8" in order to clarify tile depiction 0,- tile prooerty covered by til is document. There has been no materi a 1 chanse." "This (Above Space for Recorder's Use docuGent is bein9 re-recorded solely to attach DEVELOPMENT AGREEMENT FOR LAKE CENTER PROFESSIONAL oFFICE PARK THIS DEVELOPMENT AGREE~:~T ("DeVe~ Agreement") is made and entered into this day of ~~, 1990, by and between the CITY OF SANTA ANA, a municipal corporation organized and existing under the laws of the State of California ("city"), and CALIFORNIA PACIFIC PROPERTIES, a CaLifornia general partnership ("Developer"). R E C I TAL S: A. California Government Code SS 65864 et sea. provide that the legislative body of a city may enter into a development agreement with persons having legal or equitable interests in real property for the development of real property in order to, among other things: (i) vest certain rights in the developer; (ii) provide certainty in the approval of development projects in order to avoid the waste of resources; (iii) encourage investment in and commitment to comprehensive planning which will make maximum efficient utilization of resources at the least economic cost to the public; (iv) strengthen the public planning process and encourage private participation in comprehensive planning; and (v) reduce the economic costs of development by providing assurance to the developer that the developer may proceed with its projects in accordance with existing policies, rules, and regulations subject to conditions of approval. B. Pursuant to California Government Code section 65865, the City has adopted its Resolution No. 82-92, establishing procedures and requirements for the approval of development agreements. Developer has applied to the City pursuant to California Government Code sections 65864- 65869.5, and pursuant to said Resolution for approval of the Development Agreement set forth herein. OCll\DEC\CAL-PAC\CAL-PAC.AG4 . . C. The city desires to enter into this Development Agreement with Developer in order to facilitate the development of certain property (the "Property") known as "Lake Center Professional Office Park" (the "Development"), more fully described in Exhibit A and shown on the map set forth on Exhibit B, both attached hereto. Such development shall be in accordance with (i) Specific Development Plan No. 58, adopted by the same ordinance of the City which approved this Development Agreement (the "plan") and (ii) Existing Development Regulations (as defined below); provided however, no use which is permitted only pursuant to the issuance of a conditional use permit by the Plan shall be considered part of the "Development" within the scope of this Development Agreement. The City has given notice of its intention to adopt this proposed Development Agreement, has conducted public hearings thereon pursuant to Government Code section 65867, and the city's Resolution No. 82-98 and has found that the provisions of this Development Agreement and its purposes are consistent with the objectives, policies, general land uses and programs specified in the city's General Plan, the Plan, and the Existing Development Regulations. In connection with its approval of the Development, a Final Environmental Impact Report ("EIR") was prepared and certified by the city Council on Ddo (1,# 14 f, Ii!irL . D. Developer has engaged, prior to the date of this Development Agreement, in substantial development activity on the Property, and has completed approximately fifty percent (50%) of the construction of the Development Plan. In the course of this work, Developer has provided significant public benefits and has invested substantial amounts of money in reliance on project approvals. continued development of the Property will require the construction of substantial public improvements in various phases, many of which improvements will benefit both the Development and surrounding areas. certain development risks and uncertainties associated with the long term nature of the Development, including the cost of the portion of these public improvements, could discourage and deter Developer from making the long term commitments necessary to fully develop the Property; therefore, the parties desire to enter into this Development Agreement in order to reduce or eliminate uncertainties to such development over which the City has control. E. As permitted by law, the city and Developer desire to establish design and development standards for the entire build-out period of the Development, including all phases thereof, the permitted uses for the Development, and to identify the scope of public infrastructure improvements to be required for and as a result of the Development. OCll\DEC\CAL-PAC\CAL-PAC.AG4 2 F. The City recognizes that Developer may sustain substantial losses if the city were to default in its obligations herein undertaken, including the substantial investment made by Developer to plan the Development. G. The City, by electing to enter into contractual agreements such as this one, acknowledges that the obligations of the city shall survive beyond the term or terms of the present city council members, that such action will serve to bind the City and future councils to the obligations thereby undertaken, and this Development Agreement shall limit the future exercise of certain governmental and proprietary powers of the city. By approving this Development Agreement, the City Council has elected to exercise certain governmental powers at the time of entering into this Development Agreement rather than deferring its actions to some undetermined future date. The terms and conditions of this Development Agreement have undergone extensive review by the City and its council and have been found to be fair, just and reasonable, and the city has concluded that the pursuit of the Development will serve the best interests of its citizens and the public health, safety and welfare will be best served by entering into this obligation. The City acknowledges that Developer would not consider or engage in the Development without the assurances of development entitlement which this Development Agreement is designed to provide. H. The mutual undertakings, assurances, and covenants provided for in this Development Agreement provide public benefits to the City and its residents, including the promotion of comprehensive planning, private and public cooperation and participation in the provision of public benefits, the increase in the City tax revenues from the Development, and the effective and efficient development of public facilities and infrastructure supporting the Development which was contemplated and promoted by Government Code SS 65864 et seo. I. This Development Agreement will promote and encourage the development of the property by providing Developer and its creditors with a greater degree of certainty of Developer's ability to expeditiously and economically complete the development effort, and the parties agree that the consideration to be received by the city pursuant to this Development Agreement and the rights secured to Developer hereunder constitute sufficient consideration to support the covenants and agreements of the city and Developer. By entering into this Development Agreement, the City desires to vest in Developer, to the fullest extent possible under the law, all possible development entitlements in order to complete the Development. OCll\DEC\CAL-PAC\CAL-PAC.AG4 3 J. The City Planning commission and the City Council have found and determined that this Development Agreement: (i) is consistent with the City's general plan and all specific plans as of the date of this Development Agreement (as referenced in Government Code 55 65450 et seq.) applicable to the Development; (ii) is in the best interest of the health, safety, and general welfare of the city, its residents, and the public; (iii) is entered into pursuant to and constitutes a present exercise of the city's police power; and (iv) is entered into pursuant to and in compliance with the requirements of Government Code 5 65867, the city Development Agreement Resolution No. 82-92; and the City Council has adopted an ordinance authorizing the execution of this Development Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows: 1. Bindinq Effect of Development Aqreement. The Development Agreement pertains to the Property as described in Exhibit A. The burdens of the Development Agreement are binding upon, and the benefits of the Development Agreement inure to all successors in interest of the parties to the Development Agreement, and constitute covenants which run with the Property, and in order to provide continued notice thereof, this Development Agreement will be recorded by the parties. The assurances provided to Developer in this Development Agreement are provided pursuant to and as contemplated by Government Code 55 65864 et seq., and in consideration for the undertakings of Developer as set forth in this Development Agreement, and are intended by the city to be and have been relied upon by Developer to its detriment in undertaking the obligations and covenants provided in this Development Agreement and in expending monies and making improvements pursuant to this Development Agreement. The parties agree that the consideration to be received by the city pursuant to this Development Agreement and the rights secured to Developer hereunder constitute sufficient consideration to support the covenants and agreements of the City and Developer. 2. Relationship of the Parties. It is hereby specifically understood and acknowledged that the Development is a private project and that neither the City nor Developer will be deemed to be the agent of the other for any purposes whatsoever. 3. Reservations and Dedications. It is hereby further understood and agreed that no reservations or dedications of land will be required by the City as a condition to development of the Property during the Term (as OCll\DBC\CAL-PAC\CAL-PAC.AG4 4 herein defined), except as part of the conditions imposed in connection with the approval of the site development plan for the Plan or as otherwise agreed to in writing by the city and Developer. Nothing herein shall be construed to limit the city's powers of eminent domain. 4. Term. (a) The term ("Term") of this Development Agreement is fifteen (15) years from the date of execution, subject to earlier termination as hereinafter provided. (b) Pursuant to section 66452.6(a) of the California Subdivision Map Act, any tentative Subdivision Map approved for the Property shall also be extended for a period equal to the period this Agreement remains in effect. 5. Development Standards. In connection with development of the Property by Developer, the city hereby agrees that the permitted uses of the Property, density of use, intensity of use, maximum height and size of proposed buildings shall be those set forth specifically in the Plan. 6. processinq of Applications and Permits. The city will accept the processing and review of all applications for permits or other entitlements with respect to the development and the use of the Property in accordance with this Development Agreement. It is understood by the parties to this Development Agreement that pursuant to existing law, development review approvals shall not remain valid for the Term of this Development Agreement, but only for the term of such development review approvals. Accordingly, Developer shall have the right to file such new development review applications on portions of the Development where such previously approved development review approvals have expired. Any such new development review applications filed for the Development shall be reviewed in accordance with the Plan and Existing Development Regulations. 7. Development Review. Nothing set forth herein shall impair or interfere with the right of the City to require the processing of building permits as required by law and to conduct its development review of any specific improvements proposed for the Development pursuant to the applicable provisions of Chapter 41 of the City's Municipal Code which are in effect as of the date hereof; provided, however, no such review shall authorize or permit the City to impose any condition and/or withhold approval to any proposed building the result of which would be inconsistent with any term or provision of this Development Agreement, and it is OCll\DEC\CAL-PAC\CAL-PAC.AG4 5 hereby further provided that the basis for the city's development review shall, to the degree possible, be limited to architectural design and compatibility with the standards and specifications set forth in the Plan and the Existing Development Regulations specified in section 12 of this Agreement. It is further agreed that the City shall in all events provide the reasons for disapproval in the event that the City disapproves any building as proposed. 8. utilitv Capacitv. It is hereby agreed that the City will not undertake any act or neglect to perform any act or duty which would impair or inhibit Developer's receipt of water or sewer service subject only to the payment of fees therefor by Developer. The City hereby represents that it currently has sufficient water and sanitary sewage capacity for the entire development of the Property. Nothing herein shall be construed to limit the City's ability to impose reasonable conditions on future discretionary approvals which require Developer to install water and sewer lines and appurtenances servicing the Property. 9. Assiqnment. Developer shall have the right to sell, assign, or transfer all of its interest in the Property along with all of its right, title and interest in and to this Development Agreement to any person, firm or corporation at any time during the term of this Development Agreement without the consent of the City. 10. periodic Review of Compliance. In accordance with Government Code section 65865.1, the City Council shall review this Development Agreement at least once each calendar year hereafter. At such periodic reviews, Developer must demonstrate its good faith compliance with the terms of this Development Agreement. Developer agrees to furnish such evidence of good faith compliance as the City, in the reasonable exercise of its discretion and after reasonable notice to Developer, may require. Developer shall be deemed to be in good faith compliance with this Development Agreement if the city is not entitled by the terms and provisions of this Development Agreement to terminate this Development Agreement. 11. Amendment or Cancellation. This Development Agreement may be amended or cancelled in whole or in part only by mutual consent of the parties and in the manner provided in Government Code Sections 65868, 65867 and 65867.5. 12. Vestinq of Development Riqhts. (al General Statement. As a material inducement to Developer and its lenders to continue with diligent efforts to promote the development of the OCll\DEC\CAL-PAC\CAL-PAC.AG4 6 ., Property, the city desires to cause all development rights which may be required to develop to completion the Property with buildings and related improvements consistent with the Plan, to be deemed vested in developer, as of the date of this Development Agreement, to the greatest extent permitted by law, and to be free of all discretionary rights of the city or any body or agency thereof, except as herein provided, to impose any subsequent building moratoriums or restrictions on development which are inconsistent with this Development Agreement. (b) Existinq Rules to Govern. In accordance with the terms of Government Code S 65866, the City and Developer agree that the ordinances, rules, regulations and official policies of the city (collectively, the "Existing Development Regulations") in effect as of the date of this Development Agreement, governing the design, density, permitted land uses, improvement, and construction standards applicable to the Development shall govern during the Term of this Development Agreement. For ease of reference only, a copy of a portion of the Existing Development Regulations is set forth in Exhibit C attached hereto. Except as otherwise provided in this Development Agreement, no amendment to, revision of, or addition to any of the Existing Development Regulations without Developer's written approval, whether adopted or approved by the City Councilor any office, board, commission or other Agency of the City, or by the people of the City through charter amendment or initiative measure, shall be effective or enforceable by the City with respect to the Development, its design, grading, construction, remodeling, use or occupancy, schedule of development. (c) Definition of "Existinq Develooment Requlations". As used herein, "Existing Development Regulations" shall not include municipal laws and regulations which do not conflict with Developer's vested rights to develop and use the property in accordance with the Plan. Developer and its successors and assigns and all persons and entities in occupation of any portion of the Property shall comply with such non-conflicting laws and regulations as may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, such non-conflicting laws and regulations include the following: (i) Taxes, assessments, fees and charges; (ii) Building, electrical, mechanical, fire and similar codes based upon uniform codes OCll\DEC\CAL-PAC\CAL-PAC.AG4 7 incorporated by reference into the Santa Ana Municipal Code; (iii) Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city-wide basis; and (iv) Procedural rules. (d) Subseauent "Slow/No Growth" Measures. Consistent with (a) and (b), above, the City and Developer specifically agree that any subsequently enacted initiatives, referendums, or amendments to the City's General Plan and/or zoning Code which contain "slow/no growth" measures or which by their terms are intended to, or by operation have such effect shall have no application to the Development. Notwithstanding any such measures, the mitigation measures required for the Development are limited to those established by this Development Agreement. 13. Environmental Compliance. (a) EIR processina Completed. Developer hereby acknowledges that the Development shall be subject to the mitigation measures set forth in the EIR and identified in Exhibit D hereto. To the extent that Developer develops the Development, Developer hereby agrees to implement the various mitigation measures required to be implemented by Developer as specified in Exhibit D. (b) subseauent Environmental Review. In exercising its legislative discretion to enter into this Development Agreement and to commit the City to the completion of the Development, the city has reviewed and considered the potential adverse environmental impacts related to all aspects of the contemplated project, including, without limitation, the potential demands the Development will make on local and regional streets, highways, parks and recreation areas, water capacity and water lines, sewer capacity and sewer lines, flood and storm drain systems, and energy conservation, and the effect on school capacity, traffic, pedestrian safety, noise and air quality impacts. The City has further reviewed and considered from a variety of perspectives, and has analyzed pursuant to a variety of assumptions, the projected future regional and cumulative environmental demands that will compete with the Development for available capacities and cumulatively add to potential adverse impacts. In so doing, the city has considered among other things, the possibilities that: OCll\DEC\CAL-PAC\CAL-PAC.AG4 8 (i) Federal, local, regional and state plans, if any, for provision of new infrastructure systems or expansion of existing infrastructure systems may be delayed, modified or abandoned; (ii) The types, intensities, and amount of future regional development may exceed or otherwise be different from that currently being planned by the city and other local agencies; and (iii) Regional and Development generated demands on infrastructure and utility improvements to be constructed as a part of the Development may exceed in either the short run or the long run the allocated capacities for such demands. After assessing these and other potential adverse environmental impacts associated with the development of the Property, the city has imposed mitigation measures through the EIR, and this Development Agreement to the fullest extent the city considers feasible and necessary. The city has determined that phased completion of the Development in the manner contemplated will itself provide the mitigation measures needed to contribute to alleviate short run and long run potential adverse environmental impacts, and that the public benefits of the Development override any potential adverse environmental impacts which may arise during the development period; therefore, the city agrees, consistent with California Public Resources Code Section 21166, that no subsequent or supplemental environmental impact report shall be required by the city for the subsequent discretionary approvals except as set forth in said section. (c) Susan/Sunflower Traffic Siqnal. Developer shall install a traffic signal at the intersection of Susan Street and Sunflower Avenue (the "Sunflower signal") in accordance with standard traffic signal warrants. Because the Sunflower Signal will benefit other property in the vicinity of the Development, the City shall use its best good faith efforts to enter into an agreement (the "Sunflower Agreement") with the city of Costa Mesa ("Costa Mesa") (i) requiring Costa Mesa to collect "fair share" funds (the "Sunflower Funds") from landowners with development projects in the vicinity of the Development (including, but not limited to, the "Metro pointe" project of Arnel Development Company) as a condition to granting any development approvals for such projects, to the extent authorized by law, and (ii) requiring Costa Mesa to transfer to the city all Sunflower Funds collected pursuant to the Sunflower Agreement. In such event, the OCll\DEC\CAL-PAC\CAL-PAC.AG4 9 city shall transfer all Sunflower Funds to Developer, up to an aggregate amount equal to fifty percent (50%) of Developer's total cost of installing the Sunflower Signal. (d) Lake Center/MacArthur Traffic Sianal. Developer and the city agree that the intersection of Lake Center Drive and MacArthur Boulevard adjacent to the Property may require a traffic signal during the term of this Development Agreement (the "MacArthur signal"). At any time the City determines through traffic monitoring that the MacArthur Signal is warranted, the City may, by providing notice to Developer, require Developer to (1) install the MacArthur Signal in accordance with standard traffic signal warrants, or, at Developer's option, (2) pay to the City the cost of installing the MacArthur signal, in which case the city shall install the signal. To ensure the performance of Developer'S obligation, Developer shall post a "faithful performance" bond in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) as a condition to the City's issuance of a certificate of occupancy for the first building on the Property constructed after the effective date of this Agreement. The City shall release the bond at the earlier of (i) the Developer's completion of installation of the MacArthur Signal, or (ii) six months after Developer provides accurate written notice to the City that the Development is at least ninety percent (90%) occupied, at which time, if the MacArthur signal has not become warranted, the Developer'S obligation to install the MacArthur Signal shall be extinguished. 14. Enforcement. Unless amended or cancelled as provided in Paragraph 11, this Development Agreement shall continue to be enforceable by any party to it, notwithstanding a change in general or specific plans, zoning, sUbdivision, building or other regulations adopted by the City which alter or amend the rules, regulations or policies applicable to the Development. 15. Supersession of Aareement bv Chanaes in State or Federal Law. In the event that State or Federal laws or regulations enacted after this Development Agreement have been entered into or the action or inaction of any other affected governmental jurisdiction prevents or precludes compliance with one or more provision of this Development Agreement that requires changes in plans, maps or permits approved by the city, the parties shall: (a) Provide the other party with written notice of such State or Federal restriction, provide a copy of such regulation or policy as a statement of conflict for the provisions of this Development Agreement; and OCll\DEC\CAL-PAC\CAL-PAC.AG4 10 (b) Promptly meet and confer with the other party in a good faith and make a reasonable attempt to take such action necessary to protect and preserve the validity and enforceability of this Development Agreement, including modification or suspension of this Development Agreement, only if such action would be ultimately necessary to comply with such Federal or state law or regulation and at the same time would protect and preserve the Development Plan contemplated by this Development Agreement. Thereafter, regardless of whether the parties reach agreement on the effect of such Federal or state law regulation upon this Development Agreement, the matter shall be scheduled for a hearing before the city Council, upon thirty (30) days notice, for the purposes of determining the exact action which is required by such Federal or state law or regulation. 16. Enforced Delav and Extension of Times of Performance. In addition to specific provisions of this Development Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are demonstrated to be due to acts of God, war, acts or omissions of the city, acts or omissions of third parties which are not a party to this Development Agreement, including but not limited to, other governmental agencies, or other causes beyond the reasonable control of Developer. An extension of time in writing for any such cause shall be granted for the period of the enforced delay, or longer as mutually agreed upon, which period shall commence to run from the time of commencement of cause. 17. Notices. Any notice or instrument required to be given or delivered to either party to the Development Agreement may be given or delivered by depositing the same in the United states mail, certified mail, postage prepaid, addressed to: City: City of Santa Ana 20 civic Center Plaza P.o. Box 1988 Santa Ana, California 92702 Attn: city Manager California Pacific Properties 3070 South Bristol Street, suite 440 costa Mesa, California 92626 Attn: Mr. Gregory Butcher Notice of change of address shall be delivered in the same manner as any other notice provided herein, and shall be effective three days after mailing by the above-described procedure. Developer: OCll\DEC\CAL-PAC\CAL-PAC.AG4 11 '. 18. Breach and Remedies. Notwithstanding any provision of this Development Agreement to the contrary, Developer shall not be deemed to be in default under this Development Agreement, and the city may not terminate Developer's rights under this Development Agreement unless the city shall have first delivered a written notice of any alleged default to Developer, which shall specify the nature of such default. If such default is not cured by Developer within ninety (90) days of service of such notice of default, or with respect to defaults which cannot be cured within such period, Developer fails to commence to cure the default within thirty (30) days after service of the notice of default, or thereafter fails to diligently pursue the cure of such default until completion, the city may terminate Developer's rights under this Development Agreement. In the event of a default by either party which is not cured within the time prescribed hereinabove, the non-defaulting party may undertake one or more of the following remedies: (a) Terminate this Development Agreement by written notice stating the grounds for such action; or (b) Institute an action for specific performance of this Development Agreement, it being expressly agreed that, in the event of a breach of this Development Agreement, irreparable harm is likely to occur to the non-breaching party and damages are not an available remedy. In no event shall either party to entitled to damages against the other party based upon the other party's default under this Development Agreement. 19. Estonnel certificate. Either party may, at any time, and from time to time, deliver written notice to the other party requesting such party to certify in writing that, to the knowledge of the certifying party, (i) this Development Agreement is in full force and effect and a binding obligation of the parties, (ii) this Development Agreement has not been amended or modified either orally or in writing, and if so amended, identifying the amendments, and (iii) the requesting party is not in default in the performance of its obligations under this Development Agreement, or if in default, to describe therein the nature and amount of any such defaults. The party receiving a request hereunder shall execute and return such certificate within thirty days following the receipt thereof. The city acknowledges that a certificate hereunder may be relied upon by transferees and mortgagees of Developer. 20. Entire Aareement. and the exhibits herein contain the parties, and is intended by state the Development Agreement This Development Agreement the entire agreement between the parties to completely in full. Any agreement or OCll\DEC\CAL-PAC\CAL-PAC.AG4 12 . . representation respecting the matters dealt with herein or the duties of any party in relation thereto, not expressly set forth in this Development Agreement, is null and void. 21. Recordation of Aareement. This Development Agreement and any amendment and cancellation hereof shall be recorded in the Official Records of the County of Orange by the Clerk of the city within the period required by Section 65868.5 of the Government Code. 22. Severability. If any term provision, condition, or covenant of this Development Agreement, or the application thereof to any party or circumstances, shall to any extent be held invalid or unenforceable, the remainder of the instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Development Agreement shall be valid and enforceable to the fullest extent permitted by law. 23. Section Headinas. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Development Agreement. 24. Counteroarts. This Development Agreement has been executed in one or more counterparts, each of which has been deemed an original, but all of which constitute one and the same instrument. 25. performance as to which Time of Essence. Time is of the essence in the of the provisions of this Development Agreement time is an element. 26. Date. This Development Agreement shall be dated as of the date of adoption of an ordinance of the city approving this Development Agreement, it being understood that such an ordinance shall not have been submitted to the City Council for adoption until after the execution of this Development Agreement by Developer. This Development Agreement shall become effective on the date said ordinance becomes effective. OCll\DEC\CAL-PAC\CAL-PAC.AG4 13 " SIGNATURE PAGE IN WITNESS WHEREOF, the undersigned have executed this Development Agreement as of the day and year first above written. "City" CITY OF SANTA ANA, a municipal corporation By: \~---f r:;-/', Daniel H. Young. Mayor ~ ATTEST: ~-,- y~ '7 J ce C. Guy ~ Ci.ty Cle:ck -.. Approved as to content _-, 1_' /, t., City Manag@r APPROVED AS TO FORM: ~6er, Esq. City Attorney "Developer" OiV>i/e~ CALIFORNIA By: OCJJ\DEC\CAL-PAC\CAL-PAC.AG4 14 STATE OF CALIFORNIA ss. COUNTY OF ORANGE On this ~I day of September, 1990, before me, the undersigned, a Notary Public in and for said State, personally appeared GREGORY L. BUTCHER, personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as a partner of CALIFORNIA PACIFIC PROPERTIES, the partnership that executed the within instrument, and acknowledged to me that such partnership executed the same. A~'" OFFICIAL SEAL I ~(,'~"l ;"1- LORI L WHITE !:c '; NotaJy Publio-CaJilomia '::-'" .. ORANGE COUNTY ,\~, ') Z~7'/ My Comm, Exp. Mar. 28, 1993 WITNESS my hand and~i~ial seal.; ?defY!) //-' No ary puMic V \., 1/ ? /J_IAff? State of California } ,~ 55. ~~;\ County of Orange 1- i ..: ~~! } \_\ ...:~,....". /.1 \c~'Y O '..:1 ,J .I. ~ n this vOf..<.. day of Ivnv-&..,D,A. . in the year /99 f) . before me CI k f h . er 0 t e Councilor ~'-I U M711 4. !JA,Vu-. Deputy Clerk of the COU~~I. ~f the City of Santa Ana personally apoeared /J4,vICI. It. Y()IJ.~ +VlVI~" C ~ . (L v . perSOnally known to me (or I oroved to me on the basis of satisfactory eVidence) 9V- to be the person who executed this Instrument as 0 . f1I,.,yofl.. AiVV /'u.t'-Ak ,,~ T/f~ ("0"'.#'1':.1'- I' at the City of Santa Ana and acknowledged to me tnat ' the City of Santa Ana exeCUTed it. f}Iu OCll\DEC\CAL-PAC\CAL-PAC.AG4 15 , " EXHIBIT "A" LEGAL DESCRIPllON Parcel 1 Lot 1 of Tract No. 11420, in the City of Santa Ana, County of Orange, State of California as per map recorded in Book <192, Pages 6 through 9 of Miscellaneous Maps, in the Office of the County Recorder of Orange County. Parcel 2 Parcel 1 of a Parcel Map in the City of Santa Ana, County of Orange, State of California, as per map filed in Book 121. Pages 14 and 15 of Parcel Maps, in the Office of the County Recorder of Orange County; EXCEPTING THEREFROM all of Lots 1 and 2 of Tract No. 11420, in the City of Santa Ana, County of Orange, State of California, as per map recorded'in Book 492, Pages 6 through 9 of Miscellaneous Maps, in the Office of the County Recorder of Orange County. Parcel 4 Parcels 1 and 2 of Parcel Map No. 84-876 in the City of Santa Ana, County of Orange, State of Caiifornia, as shown on a map thereof filed in Book 196, Pages 22 through 24 of Parcel Maps, in the Office of the County Recorder of said Orange County. Parcel 5 That certain parcel of land situated in the City of Santa Ana. County of Orange. State of California, being that portion of Parcel 2 as shown on a map filed in Book 127, Pages 48 and 49 of Parcel Maps in the Office of the County Recorder of said Orange County lying northerly and northwesterly of the northerly and northwesterly line of Lot B of Tract No. 11421 as shown on a map thereof filed in Book 505. Pages 20 through 22 of Miscellaneous Maps in said Office of the Orange County Recorder. EXHIBIT B MAP OF PROPERTY The map of the property is set forth in the attached copies of "site Plan and "Existing and Future Buildings." A~ Ll\K: C=NT:~ 'J.B A pnQFESSIONAL OFFICE P^RK ~ 7.;>(' ., 'irIQ ill'l) Yt-~ P"rc~l. 2 Parcell of Map filed in Book 121, Pages 14 .,:< 15 5.583 Acres ( I~ = 1 _.~ - tll;-~ :II f!H+f!#fH #HtttttttttitIt "illil~I!HHtltH-i - I I -~ ~, , Paree 1 4 Parcell Parcel Map 84-876 7,091 Acres Parcel 4 l'..reel. L Parcel Map 84.876 J .150 Acres Parcel 1 Lot 1 Tract Map 11420 1. 722 Acres Legend: P<'Ircel: Parcel Described In Exhibit A SunOower Ave. 2:\11TTiTT R La.. C.nt., "== Suntlow.r Slr..1 ~ "'--/ ( .~ -I" ~'" 't I , I l' .. I't ", ., 'I' APPROXIMATE PLAN LAKE CENTER A PROFESSIONAL OFFICE PARK California PacWc Properties Santa Ana N .0 LEGEND: CJ EXISTING BUILDING II;tl FUTURE BUILDINQ " EXHIBIT C EXISTING DEVELOPMENT REGULATIONS -- PARTIAL Sec. 41-670. Standards for approval. Plans for a development project shall be approved if the development project, as proposed in the plans, satisfies the following standards: (1) The development project is consistent with the general plan and with any applicable specific plan adopted pursuant to California Government Code, section 65450 et seq. (2) The development project is consistent with development design and architectural standards adopted by resolution of the city council. (3) The development project provides for adequate vehicular and pedestrian access and circulation and vehicular parking. (4) The development project provides for adequate access for city emergency and service vehicles and equipment. (5) The development project provides for adequate utility services. (6) The development project complies with all applicable standards and regulations set forth in this chapter, including but not limited to landscaping requirements, trash area enclosures, and screening requirements for loading and parking areas. OCll\DEC\CAL-PAC\CAL-PAC.AG4 iii DI' \Fr (Aueust 7, J~90) BXIIl:BIT D LAKE CENTER SPECIFIC DEVELOPMENT MITIGATION MONITORING PLAN EARTH RESOURCES 1. Grading shall be conducted by the project applicant in accordance with plans prepared by a civil engineer and based on recommendations of a soil engineer and an engineering geologist subsequent to the completion of a comprehensive soil and geologic invcstigation for the proposed structures. Permanent reproducible copies of the 'Approved as Built' grading plans on standard size sheets shall be furnished by the project applicant to the Building Department. Timinv or TmplementationNerifieation: Prior to grading permit issuance & during grading operation Method of Verification: Grading plan check and periodic field inspection during grading operation Responsible PartY: Sr. . Ian Check Engineer, Building Di-ision Verification (Names & Dates): 2. A complete erosion study shall be prepared by the project applicant prior to the start of any grading activities to minimize the erosion potential created during development, and grading operations by the applicant shall be in conformance with all City of Santa Ana ordinances pertaining to grading. Timinv of TmplementationNerification: Prior to grading permit issuance and during grading operation Method of Verification: Grading plan check and periodic field inspections Responsible Pa~ Sr. Plan Cleck Engineer, Building Di-ision Verification (Name & Date): 885MMP 1 , . DRAFT (August 7, 1990) 3. Possible water erosion during construction shall be mitigated by the installation of temporary erosion control devices by the project applicant, as required by the State Regional Water Quality Control Board. Timin!' of ImplemcntationNerification: Pr;or to grading permit issuance and during grading operation Method of Verification: Grading plan check and periodic field inspections Responsible PaT\V= Sr. Plan O1eck Engineer, Building Division Verification (Name & Date): 4. Utilization of desiltation devices such as sandbags in areas that may discharge into city streets shall be implemented by the project applicant prior to the commencement of grading activities. Timin~ of TmplementationNerification: Prior to grading permit issuance Method of Verification: Grading plan check and field inspection Responsible PartY: Sr. Plan Check Engineer, Building Division Verification (Name & Date): 5. The grading plan prepared by the applicant shall include a description of haul routes, access points to the site, and a watering and sweeping program designed to minimize impacts of haul operations. Timin~ of TmplementationNerification: Prior to approval of any grading permits and implementation during grading phase Method of Verification: Grading plan check and periodic field inspections Responsible Party: Sr. Plan Check Engineer, Building Division Verification (Name & Date): 885MMP 2 , . DRAFf (August 7, 1990) 6. All structures shall be designed by the applicant in accordance with the seismic design provisions of the Uniform Building Codes to promote safety in the event of an earthquake. Timine- of ImplementationNerification: Prior to approval of any grading permits and implementation duri..g grading phase Method of Verification: Grading plan check and periodic field inspections Responsible Party: Sr. Plan Check Engineer, Building Division Verification (Name & Date): WATER 7. Prior to issuance of grading permits, onsite drainage improvement plans prepared by the applicant shall be reviewed and approved by the City of Santa Ana Public Works Department, and said onsite improvements shall be constructed by the project applicant. Timing- of ImplementationNerification: Prior to grading permit issuance Method of Verification: Grading plan check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division & Manager, Engineering Services Verification (JIlame & Date): 8. All development within the Santa Ana River floodplain shall be carefully reviewed by the City of Santa Ana to ensure that it is located and designed to minimize potential damage from flooding and to ensure that such development does not endanger other aTer". Timine- of ImplementationNerification: Prior to grading permit issuance Method of Verification: Grading plan check and field inspection Responsible PartIes: Sr. Plan Check Engineer, Building Division & Manager, Engineering Services Verification (Name & Date): 885MMP 3 , . DRAFT (August 7, 1990) 9. The proposed project shall comply with city standards described in the General Plan as they apply to buildings and parking structures located in a Doodplain. Timinr of ImplementationNerification: Prior to grading permit issuance Method of Verification: Written evidence provided by applicant Responsible Parties: Sr. Plan Oleck Engineer, Building Division &. Manager, Engineering Services Verification (Name &. Date): NOISE 10. All construction activities shall be limited to the hours of 7:00 a.m. to 8:00 p.m" Monday through Saturday. No construction shall be permitted on Sundays or federal holidays. Timin~ of ImplementationNerification: Prior to grading permit issuance Method of Verification: Grading plan check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name &. Date): 11. Where appropriate, construction equipment shall be muffled to reduce construction noise impacts. Timinl1 of ImplementationNerification: Prior to grading permit issuance Method of Verification: Grading plan check, written verification provided by appliant, and field inspection Responsible Parties: Sr. Plan Oleck Engineer, Building Division Verification (Name &. Date): 885MMP 4 DRAIT (August 7, 1990) 12. All construction activities shall comply with all local, state, and federal construction noise regulations. Timinr of ImplementatinnNerification: Prior to grading permit issuance Method of Verification: Written verification from applicant & field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Date): 13. The project applicnat shall use a textured parking surface, such as asphalt or textured concrete in the parking structure to reduce tire noise. Timinr of ImplementationNerification: Prior to building permit issuance Method of Verification: Architectural plans check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Date): LIGHT AJI,'D GLARE 14. All rooftop mounted parking structure lights shall be located and shielded so that all light is contained within the boundaries of the project and no light spillage occurs to adjacent properties. Timin~ of ImplementationNerification: Prior to building permit issuance Method of Verification: Architectural plans check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Dale): 885MMP 5 DRAFT (August 7, 1990) 15. All parking structure interior lights shall be high intensity discharge (stem mounted) with no light spillage to adjacent properties. No fluorescent tube fIXtures shall be allowed. Timin'" of ImplementationNerification: Prior to building permit issuance Method of Verification: Architectural plans check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Date): 16. Light and glare from automobiles within the parking structures shall be screened with solid, opaque wall materials while maintaining aU ventilation requirements of the Uniform Building Code. Timin~ of ImplementationNerification: Prior to building permit issuance Method of Verification: Architectural plans check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Date): 17. The applicant shall install non-reflective glass windows on the bottom floors of all new buildings. Timinr of ImplementationNerification: Prior to building permit issuance Method of Verification: Architectural plans check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Date): 885MMP 6 ," DRAJ.l (August 7, 1990) TRAFFIClCIRCUlA TlON 18. With the first building permit for the proposed project, the project applicant shall construct a traffic signal at the intersection of Susan StreetlSunflower Avenue in accordance with standard traffic signal warrants. Under the terms of a pending reimbursement agreement between the cities of Santa Ana and Costa Mesa, the project applicant shall install, and provide initial costs for, this traffic signal but shall eventually be reimbursed for all but the "fair share" of the signal costs associated with the proposed Lake Center project. Timin\, of ImplementationNerification: Concurrent with first building permit construction Method of Verification: Improvements plan check and field inspection Responsible Parties: Verification (Name & Date): Manager, Engineering Services 19. The project applicant shall install multiway (4-way) 'stop" signage at the intersection of Lake Center and Susan Street. Timin~ of ImvlementationNerification: Prior to first building permit issuance Method of Verification: Improvements plan check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division & Manager, Engineer Services Verification (Name & Dale): 20. The project applicant shall post a faithful performance bond for the future installation of a traffic signal at Lake Center and MacArthur Boulevard. This intersection shall be monitored as the project is constructed for satisfaction of signal warrant requirements and the signal shall be installed as warranted. Timin~ of ImplementationNerification: Prior to grading permit issuance Method of Verification: Written evidence provided by applicant Re~ponsible Parties: Sr. Plan Check Engineer. Building Division . & Manager, Engineer Services Verification (Name & Dale): 885MMP 7 DRAFT (August 7, 1990) 21. The project applicant shall pay the City of Santa Ana transportation system improvement fees which contribute funding towards needed areawide transportation improvements. Timinr of TmpJementationNerification: Prior to grading permit issuance Method of Verification: Written evidence provided by applicant & City Manager's Office Responsible Panies: Sr. Plan Check Engineer, Building Division & Manager, Engineer Services Verification (Name & Date): 22. The project applicant shall provide plans for and install a bus stop shelter at the existing bus stop location at Susan StreetlSunflower Avenue in accordance with Orange County Transit District standards. Said plans shall be reviewed and approved by the City of Santa Ana and OCTD prior to issuance of building permits. Timinr of TmplementationNerification: Prior to building permit issuance Method of Verification: Written evidence provided by applicant & OCID Responsible Parties: Sr. Plan Check Engineer, Building Division & Manager, Engineering Services Verification (Name & Date): 23. The project applicant shall implement the proposed Transportation Demand Management (TDM) Plan for the new development proposed within the Lake Center specific development area. The TDM Plan shall be administered by an onsite coordinator who shall be the responsibility of the property owner. Timini of TmplementalionNerification: Ongoing during life of project Method of Verification: Written evidence provided by applicant on an annual basis Resl"msible Parties: Manager, Engineering Services & Manager, Planning Department Verification (Name & Date): G:885MMP.BB 8 .. DRAFf (August 7, 1990) 24. Lighting plans prepared by the project applicant shall be revised and approved by the City of Santa Ana prior to building permit issuance to ensure that pedestrian a= routes to the bus stop at Sunnower and Susan are adequately illuminated. Timin~ of ImplementationNerification: Prior to building permit issuance Method of Verification: Plan check and field inspection Re.~ponsible Parties: Manager, Engineering Services & Sr. Plan Check Engineer, Building Division Verification (Name & Date): " 25. A stop sign shall be installed by the project applicant at all driveway locations to control outbound traffic nows. The City of Santa Ana Public Works Department shall review and approve placement of stop signs prior to issuance of building permits. Tirnin~ of ImplementationNerification: Prior to building permit issuance Method of Verification: Improvements plan ch<.:ck and field inspection Responsible Parties: Manager, Engineering Services & Sr. Plan Check Engineer, Building Division Verification (Name & Date): 26. Landscape plantings and signs shall be limited by the project applicant to 36 inches in height v.;thin 25 feet of project driveways to ensure good visibility. The City of Santa Ana Planning Department shall re\;ew and approve landscape plans prior to issuance of grading permits, Timin~ of ImplementationNerification: Prior to building permit issuance Method of Verification: Landscape plans check and field inspection Responsible Parties: Manager, Engineering Services & Sr. Plan Check Engineer, Building Division Verification (Name & Date): 885MMP 9 .' DRAFT (August 7, 1990) 27, To ensure smooth traffic operations for vehicles entering and exiting the site, a striped median shall be provided by the project a"plicant on Susan Street. The City of Santa Ana Public Works Department shall review and approve onsite roadway improvements prior to issuance of building permits. Timin~ of ImplementationNerification: Prior to building permit issuance Method of Verification: Improvements plan check and field inspection Responsihle Parties: Manager, Engineering Services & Sr. Plan Check Engineer, Building Division Verification (Name & Date): AIR QUALITY 28. The applicant shall implement fugitive dust suppression measures in a=rdance with South Coast Air Quality Management District's Rule 403. Implementation of these measures shall be monitored and reported to the City of Santa Ana. Timinv of ImplementationNerification: Prior to grading permit issuance Method of Verification: Grading plan check and field inspection Responsihle Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Date): 29. Prior to the issuance of building permits for any new industrial uses, the applicant shall provide evidence to the City of Santa Ana demonstrating compliance with all SCAQMD Regulations, including Regulation XIII, New Source Review, as applicable. Timin\, of ImplementationNerification: Prior to building permit issuance Method of Verification: Wriuen evidence provided by applicant Responsihle Parties: Sr. Plan Check Engineer, Building Division Verification (Name &. Date): 885MMP 10 '. DRAFf (August 7, 1990) PUBLIC SERVICES, UTILITIES AND ENERGY CONSUMPTIm, Polices Senices 30. "Lighting of the project site shall comply with the Santa Ana Security Ordinance. Lighting plans shall be reviewed and approved by the City of Santa Ana prior to issuance of building permits. Timin~ of TmplementationNerification: Prior to building permit issuance Method of Verification: Architectural plans check and field inspection Responsible Parties: Sr. Plan Oleck Engineer, Building Division Verification (Name & Date): 31. Requirements for private security systems shall be determined by the City of Santa Ana Building Department prior to issuance of occupancy permits, and shall be installed by the project applicant a=rdingly. Timin~ of ImplementationNerification: Prior to issuance of certificates of occupancy Method of Verification: Architectural plans check and final inspection Responsible Parties: Sr. Plan Oleck Engineel Building Division Verification (Name & Date): Fire Protection Services 32. The project applicant shall pay an area fee to the city based on an area fee allotment formula for acquisition of fire department personnel and equipment. Timini of ImplementationNerification: Prior to building permit issuance Method of Verification: Written verification from City Manager's office Responsihle Parties: Sr. Plan Oleck Engineer, Building Division & Fire Department Verification (Name & Date): 885~.1MP 11 DRAFl (August 7, 1990) 33. As determined by the City of Santa Ana, the project applicant shall provide funds to hire an additional Fire Safety Analyst for that period of time from initial plan submillal to approval of final tenant improvement plan, or provide an independent fire plan check company (approved by the Santa Ana Fire Department) to do the fire plan . check for this project. Timinl' of TmplementationNerifieation: Prior to tentative tract map submillal Method of Verification: Written verification from City Manager's office Responsible Parties: Sr. Plan Check Engineer, Building Division & Fire Department, Plan Review Manager Verification (Name & Date): 34. As determined by the City of Santa Ana, the project applicant shall provide funds to K e an additional Fire Safety Specialist II for that period of time from laying of foundations to the Certificate of Occupancy for the final tenant improvement plan. Timinl' of TmplementationNerification: Prior to final tract map submittal Method of Verification: Written verification from City Manager's office Responsible Parties: Sr. Plan Check Engineer, Building Division & Fire Department, Plan Review Manager Verification (Name & Date): 35. Prior to building permit issuance, the City of Santa Ana shall require that the project plans include built.in fire protection in individual buildings when circulated fire flow exceeds 3,500 gallons per minute. Timinl' of TmplementationNerification: Prior to building permit issuance Method of Verification: Building plans eheck and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division & Fire Department, Plan Review Manager Verification (Name & Date): 885MMP 12 . " " . ;~ , DRAFT (August 7, 1990) 36. Prior to building permit issuance landscape plans shall be reviewed and approved by the City of Santa Ana to confirm Ihatlandscaping materials include fire-retardant plant species. , Timin~ of ImplementalionNerification: Prior to building permit issuance Method of Verificalion: Landscape plans check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division & Fife Department, Plan Review Manager Verification (Name & Date): 37. Prior to building permit issuance, the City of Santa Ana shall require that the project plans include use of fire-retardant building materials. Timinr of ImplementationNerification: Prior to building permit issuance Method of Verification: Architectural plans check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division & Fife Department, Plan Review Manager Verification (Name & Date): Utilities 38. Reinforcement of onsile telephone facilities shall be implemented by the project applicant. Onsite telephone facilities inlended for acceplance by Pacific Bell shall be buill 10 Pacific Bell specifications. Timinr of ImplementalionNerification: Prior to building permit issuance Method of Verification: Improvements plan check and written verification from Pacific Bell Responsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Dale): 885MMP 13 ., .. .... " . . DRAFT (August 7, 1990) 39. Prior to building permit issuance, the project applicant sha1l consult with Southern California Edision (SCE) and Southern California Gas (SCG) representatives to ensure the proposed project design is compatible with existing electrical and natural gas . services, respectively, and to reduce impacts of possible short-term outages to existing customers during construction. Timini of ImplementationNerification: Prior to building permit issuance Method of Verification: Improvements plan check and wrillen verification from Southern California Edision and Southern California Gas Responsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Date): 40. Prior to issuance of building permits, the City of Santa Ana sha1l determine through plan rcvicv.'S that installation by the project applicant of needed onsite electrical and natural gas s)'Stems to serve the project sha1l be coordinated with insta1lation of other utilities. Timin!.' of ImplementationNerification: Prior to building permit issuance Method of Verification: Improvements plan check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division & Manager, Engineer Services Verification (Name & Date): 41. Prior to issuance of building permits, the City of Santa Ana sha1l determine through plan reviews that a1l buildings constructed by the project applicant within the project site shall adhere to the State Title 24 energy standards, which set for the n erg y conservation requirements. Timini of ImplementationNerification: Prior to building permit issuance Method of Verification: Building and architectural plan checks and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Date): 885MMP 14 "II ..~ > " - , . . . ~ DRAIT (August 7, 1990) 42. Prior to issuance of building permits, the City of Santa Ana shall determine through pian reviews that all appliances to be installed by the project applicant within the project site shall be energy efficient in a=rdance with the California Administrative . Code, Title 20, Chapter 2, Subchapter 4, Article 4. Timinr of ImplementationNerification: Prior to building permit issuance Method of Verification: Building and architectural plan checks and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Date): 43. The project applicant shall consult with SCE and SCG concerning energy conservation programs that could be incorporated into the project during construction, Timin~ of ImplementationNerification: Prior to building permit issuance Method of Verification: Written verification from Southern California Edision & Southern California Gas Re.~ponsible Parties: Sr. Plan Check Engineer, Building Division Verification (Name & Date): 44. Prior to building permit issuance, plans for private onsite water supply facilities to serve the project (fire hydrants and water lines) shall be reviewed and approved by thc City of Santa Ana Public Works Department, and shall be installed subsequently by the project applicanL Timinv of ImplementationNerification: Prior to building permit issuance Method of Verification: Improvements plan check and field inspection Responsible Parties: Sr. Plan Check Engineer, Building Division & Manager, Engineer Services Verification (Name & Date): ilECORDEO IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA 885MMP 15 .2::!Q PM AUG 5 '91 4 a'~RECORDEA