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HomeMy WebLinkAbout501 BAYVIEW CIR_PARKING STRUCTURE*NEW FILE* 501 Bayview Cir CITY OF NEWPORT BEACH P.O. BOX 1768, NEWPORT BEACH, CA 92658,8915 PLANNING DEPARTMENT (714) 644-3200 June 1, 1988 Richard S. Andrews Downey Savings & Loan Association 21791 Lake Forest Drive Suite 200 E1 Toro, CA 92630 SUBJECT: Certificate of Occupancy, 501 Bayview Circle, parking structure Dear Mr. Andrews: Please be advised that the Hold Harmless Agreements submitted by DSL and Bayview Associates were not approved by the Office of the City Attorney as to form and content. The document must extend to all future owners, etc. as does the Covenant (see attached). Ideally both Conditions No. 1 and 3 should have been incorporated into one document which would have been recorded against the property. Prior to issuance of certificate of occupancy for the parking structure, the following items must be resolved, the Hold Harmless Agreement, recordation of the lot line adjustment and a copy of the executed mutual easement for ingress -egress. All documents must extend to future owners (see verbage in the covenant). PLANNING DEPARTMENT JAMES D. HEWICKER, Director By Javier . arcia Associate Planner JSG:11 �IQAM s)ectz 3300 Newport Boulevard, Newport Beach /OM MISSIONERS dG9y 9N 'A,9 � .o 'yF �yyo CITY OF NEWPORT BEACH MINUTES October 23, 1986 LOLL CALL INDEX Bo ard, be continued to the November 6, 1986 Planning ission Meeting. Motion was made to c ue Item No. 7, Use Permit No. Motion x 3235; Item No. 10, Use Pe No. 3240; Item No. 11, Ayes x x x x x Tentative Map of Tract No. 128 nd Item No. 12, Absent x x Request to Establish Grade be continued a November 6, 1986, Planning Commission Meeting. Motion on, MOTION CARRIED. Waiver of Parcel Map (Discussion) Item No. Request to waive the requirement of a parcel map for Waiver o the combining of lots in conjunction with the con- Parcel M struction of a shared parking structure in the Bayview Planned Community ! Approved LOCATION: Lots 5, 6 and 7, Tract No. 12528, located at 201 Crystal Bay Drive, comprising the entire block surrounded by Crystal Bay Drive and Bayview Place, within the rsyview Planned Community. ZONE: P-C APPLICANT: J. M. Peters Co., Inc., Newport Beach OWNERS: Bayview Associates and Downey Savings and Loan, Newport Beach Mr. Bob Trapp, representing the applicant, appeared before the Planning Commission. Mr. Trapp stated that the applicant concurs with the findings and conditions in Exhibit "A". James Hewicker, Planning Director, referred to Condition No. 3, stating "that prior to the issuance of a building permit, a covenant shall be recorded to require that the site be held as one for the life of the structure", and he recommended that an ingress, egress agreement be added to that condition. Mr. Hewicker explained that. the City has previously required mutual ingress, -egress agreements for parking lots on more than one lot which set forth the manner in which the parking lots are to be operated as to access -2- October 2T, ­1966-' rG o�+G�fiGT� n G�,yF No y� y CyO�'4yon El ROLL CALL -r INDEX _ and parking. He further explained that the parking structure would be controlled so that all interested parties will be able to use the building over the period of time that the structure exists on the property. Mr. Hewicker commented that Downey Savings and Loan has drawn up an agreement that will be reviewed by the Planning Department and the City Attorney. Motion was made to approve the waiver of a Parcel Map, Motion x subject to the findings and conditions in Exhibit "A", Ayes x x x x x including the following to be added to Condition No. 3: Absent x x "In addition, there shall be a document recorded satisfactory to the City Attorney and the Planning Director, providing for a mutual easement for ingress, egress and parking on the subject lots". Motion voted on, MOTION CARRIED. FINDINGS: 1. That the building site must be held as separate lots -for financing purposes, which prevents the applicant from combining the properties into a single building site. 2. That the entities proposing to use the site hold title to the land, and the estate in real property is of sufficient length to guarantee that the lots which constitute the building site will be held as a single entity for the economic duration of the building improvement to be placed on the site. CONDITIONS: ' 1. That the applicant shall indemnify and hold harmless the City in a manner satisfactory to the City Attorney in conjunction with the waiver of the parcel map. 2. Should the subject, property ever be held under a single ownership, this waiver shall become null and void and the property owner shall obtain the approval of a resubdivision. 3. That prior to the issuance of a building permit, a ,covenant shall be recorded to require that the site be held as one for the life of the structure. In addition, there shall be a document recorded -3-• MISSIONERS MINUTES October 23, 1906 CITY OF NEWPORT BEACH LOLL CALL INDEX satisfactory to the City Attorney and the Planning Director, providing for a mutual easement for ingress, egress and parking on the subject lots. 4. That the median island in Bayview Place at Crystal Bay Drive be modified to remove the island from the crosswalk area in conformance with plans to be approved by the Public Works Department. 5. That an agreement and accompanying surety be provided to guarantee satisfactory completion of the public improvements if it is desired to obtain a building permit prior to completion of the public improvements. Item No.i equest to amend a previously approved Use Permit which Use Permi p itted an expansion of the existing Edwards Theatre No.'1527; in ewport Center located on property in the C-O-H Distr t. The proposed amendment includes a request to TS further xpand the theatre so as to add two new audi- toriums ntaining a total of 600 new seats. The Approved proposal' a o includes: a m( 3ification to the Zoning Code so as to ermit the use of compact parking spaces; the approval o an amended off -site parking agreement for a portion of he required off-street- parking at the southeasterly corn of Newport Center Drive and San Miguel Drive and the proval of a new off -site parking agreement for a port n of the required off-street parking involving a port n of the Design Plaza parking area, located at the nor westerly corner of Avocado Avenue and Farallon Drive; nd the acceptance of an environmental document. AND B. Traffic Study (Public Hearing)_ Request to approve a traffic study so as o permit the addition of two new auditoriums containin a total of 600 new seats at the existing Edwards Theat complex in Newport Center. LOCATION: Parcel A of Parcel Map 25-1 (Resub division No. 260) , and Parcel No. 1 f Parcel Map 60-36 (Resubdivision No. 454) (building site); and Parcel A of -4- - •I . COieF ORMtED COPY !.In't ComNared :^i;P Original RECORDED REQUESTED BY AND RETURN TO: DOWNEY SAVINGS AND LOAN ASSOCIATION 3200 Bristol Street, Eighth Floor _ Costa Mesa, California 92626 Attn: Mr. Gary Steinberg RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY. CAUFCRNIA aC14 -3m PM DEC - 4'86 COUNTY I �/ Necaaast (Space Above For Recorder's Use Only) COVENANT AND AGREEMENT TO HOLD PROPERTY IN COMMON OWNERSHIP The undersigned hereby certifies that it is the Owner of the real property located in the City of Newport Beach, County of Orange, State of California, described as Lots 3 and 6 of Tract No. 12528, as recorded in Miscellaneous Maps, Book 551, Pages 38 through 41, Records of Orange County. PROPERTY ADDRESS: 201 Crystal Bay Drive As regulated by Section 20.87.090 of the Newport Beach Municipal Code, the undersigned does hereby covenant and agree with said City that the above legally described land shall be held in common ownership :at all times subsequent hereto. This Covenant and Agreement shall'ruft-w-ith'the land, and shall be binding upon the unders-igned, and. future owners,, encumbrancer s,­iheir successors, she- irs;";assignees and shall continue in effect until such"time'-that"the'Nbwpor't- Beach COVAGMT2/dmh/DMH1/11/19/1986 -1- Municipal Code permits the separation of ownership of said land or unless otherwise released by authority of the Planning Director of'the City of Newport -Beach-.-- - Dated: November cQS , 1986 APPROVED FOR RECORDIN, STATE OF CALIFORNIA ss. COUNTY OF ORANGE DOWNEY SAVINGS AND LOAN ASSOCIATION California Corporatio A, By: / Its: Senior (Vice Pre dent By: Its: Assistant Secretary By: On November 25 , 1986, before me; the undersigned, a Notary Public in and for said State, personally appeared Gary R. Steinberg and Rosemarie MacArthur , personally known to me or proved to me on the basis of satisfactory evidence to be the persons who executed the within instrument as Sr. Vice President and Asst. Secretary on behalf of DOWNEY SAVINGS AND LOAN, the corporation therein named, and .. acknowledged to me that the corporation executed ,it. WITNESS my hand and official seal. OFFICIAL SEAL " JOAN E BRUCE "•oair�;' NOTARY PUBLIC-CALIPOR NIA (%�...� '•�,.,.� ORNIGECOUNIY Notar Public in and for.said State •>• MY Co rl. expires SEP 11, 19871� y -Joan E. Bruce COVAGMT2/dmh/DMH1/11/19/1986 -2- INDEMNITY AND HOLD HARMLESS AGREEMENT BAYVIEW ASSOCIATES, a California general partnership, whose address is 1400 North Bristol Street, Suite 245, Newport Beach, California 92660 (hereinafter "Indemnitor") in considera- tion of the waiver by the City of Newport Beach (hereinafter called "City") of a parcel map for the combining of lots 5, 6 and 7 of Tract No. 12528 at the October 26, 1986, Planning Com- mission Meeting, agrees to the following terms and conditions: Indemnitor shall indemnify and hold harmless City, its City Council, boards, commissions, officers, agents, servants and employees from and against any and all loss, damages, lia- bility, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit arising from or in any manner con- nected to said waiver of parcel map by the City. IN WITNESS WHEREOF, this Agreement is executed on this IZ,- day of December, 1986. INDEMNITOR: BAYVIEW ASSOCIATES, a California General Partnership By: Davis Bayview Associates, a California General Partnership, General Partner William Davis, Managing Pryer By: V�V tl v es M. Pe ers, G neral Partner CO INDEMNITY AND HOLD HARMLESS AGREEMENT DOWNEY SAVINGS AND LOAN ASSOCIATION, a California corporation whose address is 3200 Bristol Street, Costa Mesa, California 92626 (hereinafter "Indemnitor") in consideration of the waiver by the City of Newport Beach (hereinafter called "City") of a parcel map for the combin-ing of lots 5, 6 and 7 of Tract No. 12528 at the October 26, 1986 Planning Con -mission Meeting, agrees to the following terms and conditions: Indemnitor shall indemnify and hold harmless City, its City Council, boards, commissions, officers, agents, servants and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit arising from or in any manner connected to said waiver of parcel map by the City. IN WITNESS WHEREOF, this Agreement is executed on this llth day of December, 1986. INDEMNITOR: DOWNEY SAVI AND LOAN ASSOCIATION, a Californ' corporAtiop.-I By: Senior Vjke President By: 'Z ti X� • 11V LAURA STEELE Assistant Secretary 0 (D 0 DOWNEY SAVINGS March 30, 1987 City of Newport Beach Planning Department 3300 Newport Blvd. Newport Beach, CA 92658-8915 Attn: Ms. Traci Williams RE: BAYVIEM PARKING STRUCTURE PHASE I LOT 6 TRACT 12528 Dear Traci Pursuant to your request of today for the issuance of a building permit on the above referenced project, we herewith are submitting information to the best of our knowledge at this time: A) Phase II construction on Lot 5 of Tract 12526 is anticipated to commence construction in mid 1988 approximately. B) We have been advised by our Architect, McLarand, Vasquez and Partners, that there should not be any vehicle displace- ment problem at the time of intersecting the Phase II parking structure. We hope this information will satisfy the concerns addressed by your department. Sincerely, gaz Olt Ruben D. Gonzale Project Manager Design/Construction ijm cc: Dick Andrews HAND DELIVERED DOWNEY SAVINGS AND LOAN ASSOCIATION 21791 Lake Forest Drive, Suite 200 - P.O. Box 5004 - El Toro, California (714) 859-0050 DATE ❑ MAYOR ❑ FIRE TO: ❑ COUNCIL ❑ GENERALSERV. ❑ MANAGER ❑ LIBRARY ❑ ASST. TO MGR. ❑ MARINE ❑ EXEC. ASST. ❑ PARKS & REC. ❑ ATTORNEY ❑ �P_ERSONNEL ❑ BUILDING Co--BLANNING-' ❑ CITY CLERK ❑ POLICE ❑ DATA PROCESS. ❑ PUBLICWORKS ❑ DUPLICATING ❑ PURCHASING ❑ FINANCE ❑ TRAFFIC ❑ BUSINESS LIC. ❑ UTILITIES Jj FOR: ❑ ACTION & DISPOSITION ❑ FILE ❑ INFORMATION ❑ REVIEW & COMMENT ❑ RETURN Lm FROM' TIUFFIC smallIINR olvis AN 0 • CITY OF NEWPORT BEACH P.O. BOX 1768, NEWPORT BEACH, CA 92658.8915 April 25, 1988 Richard S. Andrews Design and Construction Project Manager Downey Savings and Loan Association 21791 Lake Forest Drive P.O. Box 5004 El Toro, CA 92630 RE: DOWNEY SAVINGS/BAYVIEW Dear Mr. Andrews: r RAP Etd'ED I have reviewed the proposal to revise the layout ant in the basement- 'parking area of the• Downey Savings the .Bayview project. The proposed revisions are from a traffic operations standpoint. circulation building in satisfactory Per our discussions, you will need to: resolve the relocation of the handicap spaces- in light of the`fact that the additional vertical clearance required for the handicap does not exist throughout the basement. You should check with the plan check engineer in the Building Department on the number of spaces you must provide. You will also need to show the location and mounting technique for the signs adjacent to each handicap space. You should also contact Jay Garcia in the Planning Department so that he is aware of the changes and can update his records showing the total number of parking spaces provided within the development. The loss of the spaces to create the walkway should not present a problem since the project as a whole has substantially more parking than the City has required. Please let me know if you have any questions regarding the above comments or if I may be of further assistance. Sincerely, Richard M. Edmonston, P.E. Traffic Engineer RME:bb WP:DOWNEY.LTR cc: Building Department {Planning Department 3300 Newport Boulevard', Newport Beach SEE LARGE SCALE ADDRESS MAP TV12362 T • Jam• Jn rr ,I �• 0 — ,,, � �I YCREST COURT � � r �{ •4 ''I • ��-: - �• .:' N :r. ' I I I BAYVIEW PLACE If 1I ,� • RESTAURANT SITE ,r r mm 43 IYCR'~ST COURT, 4S; -740 I�' ..., cl: 1 LI,' .' 1 EAyVSEW i 41> . h 100 BAYVIEW CIRCLE I OFFICE BUILDING a O I I Ab O I I -THS �'� o i (IRK i'• \ ` \\\\\ � xyC ` it � {_. _ • '` //�� 11 \� ( \ 3 I df \\\\X or - J � • I i� / II 301 BAYVIEN CIRCLE fJ x +.P°O RETAIL SITEOk 0 I '��.� ' 3501 JAMBOREE ROAD y I OFFICE BUILDING- DOWNEY SAVINGS �p I z rJ II 4 T ' • J 711- VoO awl, CURRENT AS OF JANUARY 26,1988 Y , 1•. lid: Fi f ..' • (,�`yC' ' �IS, :il:�l �*a.;' 4:yf `cir{{. ' � f n :; ..11P..rr ..'�••Fi 1. �ii4i City of Newport Beach BUILDING PERMIT Building Department � B- 1-546 Newport Beach, CA 92658-8915 A P P LI GAT I O N PLAN CHECK NO. -- Phone: (714) 644.3288 00"""NO 501 CRYSTAL BAY DRIVE SS LOCALITY (CROSS ST.) ADDRE STAT. REA GRP CYOPEST, PR 3 BY LOT NO. BLOCK TRACT i VACANT SITE t� USE OF srfluc*• PRIfDTG `J GRADING APPROVAL REQUIRED 1SI YES ❑ NO Q YES ❑ NO LOT SIZE 389x620 • TEL T, USEZONE SPACES OWNEID SPEC CONOS. ADDRESS 3200 Bristol CITY Costa Mesa _ ZIP 92626 CONTRACTOR}'r-��YC Ai �!'l..�a"-':f ',Ji•; NO ': Jt � oxF ��o: C� r stal Bay Dr „T.L.TI= 47 ftF ADDRESS �'r,�7 /'eI•'I•I )T^ !i•J r!y!„` YARD S!REAR P R LS '�^ CITY ! ~ •J _T ZIP f- i !7 LICENSE' . STATE ' ' LIC. NO. ! T i NEWPORT LIC. NO. ZONING IR SHARE $ APPROV 6W01 '� T CLA35 •' ARCHITEC TE n // FIRE IPPROVAL EXCISE TAX s5 1I'0 �U OR ENGR /,' .1 //'�� DISTRICT $:Z%-U)L! m ADDRESS 695 1oW n Ctr. Dr' 7 ZIP 92 2 APPROVAL NODING C CITY Costa Mesa /�(1 NIB. C48 C7 BY CHtt SJHTC $ DESCRIPTION OF WORK I r OTHER $ NEW ADD ❑ ALTER ❑ REPAIR ❑ DEMOLISH ❑ pPPROYA TO ISSUE L TOTAL JVPrl&VG.+G F0, rt. FLD4. ^'LPAPRIDTG WORKERS COMPENSATION DECLARATION I HEREBY AFFIRM THAT 1 HAVE A CERTIFICATE Of CONSENT TO SELF INSURE. OR A STRUCTURE ,CERTIFICATEOF WpO.RRKKERS''r CJOMPENSAT/I/ONNN INSURANCCEr.�OORR AA CERTIFIED COPY SKCOO/ /�CC ( ��// C` FY 261,760 s``• ft. P�yEREO COMPAN' xY 1z rT ems., / F / �.❑-(�CCEERTTIIFIED COPY IS HERESY FURNISHED •a 9 CEi IFIQ]O COGGPY 5 FILED WITH THE BUILDING DEPARTMENT. �- 1` SIGNATURE OF l J - Lw..� .»�� APPLICANT V. I I "t'^ rDECLARATION yo � APPLICANT' DATE LICENSED CONTRACTORS CERTIFICATE OF EXEMPTN514 FROM WORKERS' THA4 1 AM LICENSED UNDER PROVISIONS OF CHAPTER 9 I COMPENSATION INSURANCE 1 HEREBY AFFIRM (COMMENCING WITH SECTION 7000) OF DIVISION S OF THE BUSINESS AND ITNIS SECTION NEED NOT BE COMPLETEDAF THE PERMIT IS FOR ONE HUNDRED PROFESSIONS CODE, AND MY LICENSE IS IN FULL FORCE AND EFFECT. DOLLARS ISI001 OR LESS) I CERTIFY THAT IN THE PERFORMANCE OF THE WORK FOR WHICH THIS PERMIT 19 LICENSECLASS LIC. NO. ISSUED, I SHALL NOT EMPLOY ANY PERSON IN ANY MANNER SO AS TO BECOME SUBJECT TO THE WORKERS' COMPENSATION LAWS OF CALIFORNIA. CONTRACTOR DATE pATE APPLICANT OWNER -BUILDER DECLARATION NOTICE TO APPLICANT: IP. AFTER MAKING THIS CERTIFICATE OF EXEMPTION. YOU SHOULD BECOME SUBJECT TO THE WORKERS• COMPENSATION PROVISIONS OF THE I HEREBY AFFIRM THAT I AM EXEMPT FROM THE CONTRACTOR'S LICENSE LAW FOR THE LABOR CODE YOU MUST FORTHWITH COMPLY WITH SUCH PROVISIONS OR THIS PERMIT FOLLOWING REASON 'SEC, 7091.0. OU51HESS AND PROFESSIONS CODE: ANY CITY OR COUNTY WHICH REQUIRES A PERMIT TO CONSTRUCT. ALTER. IMPROVE. DEMOLISH. OR SHALL BE DEEMED REVOKED CONSTRUCTION LENDING AGENCY REPAIR ANY STRUCTURE, PRIOR TO ITS ISSUANCE, ALSO REQUIRES THE APPLICANT FOR SUCH PERMIT TO FILE A SIGNED STATEM ENT THAT HE IS LICENSED PURSUANT TO I HERESY AFFIRM THAT THERE 19 A CONSTRUCTION LENDING AGENCY FOR THE THE PROVISIONS OF THE CONTRACTOR'S LICENSE LAW (CHAPTER 9 (COMMENCING 3 OF THE BUSINESS AND PROFESSIONS CODEI OR PERFORMANCE OF THE WORK FOR WHICH THIS PERMIT IS ISSUED (SEC 3097. CIV CJ WITH SECTION 70001 OF DIVISION THAT HE 15 EXEMPT THEREFROM AND THE BASIS FOR THE ALLEGED EXEMPTION. ANY BY ANY APPLICANT FOR A PERMIT SUBJECTS THE LENDER'S NAME VIOLATION OF SECTION 70315 APPLICANT TO A CIVIL PENALTY OF NOT MORE THAN FIVE HUNDRED DOLLARS (5500)1: LENDER'S ADDRESS ❑ I. AS OWNER OF THE PROPERTY. OR MY EMPLOYEES WITH WAGE5 AS THEIR SOLE !CERTIFY THAT I HAVE READ THIS APPLICATION AND STATE THAT THE ABOVE INFORMATION IS CORRECT. I AGREE TO COMPLY WITH ALL CITY AND COUNTY COMPENSATION. WILL DO THE WORK. AND THE STRUCTURE IS NOT INTENDED OR CODE• THE ORDINANCES AND STATE LAWS RELATING TO BUILDING CONSTRUCTION. AND HEREBY UPON THE OFFERED FOR SALE (SEC. ]00< BUSINESS AND PROFESSIONS CONTRACTOR'S LICENSE LAW DOES NOT APPLY TO AN OWNER OF PROPERTY WHO DOES SUCH WORK HIMSELF OR THROUGH AUTHORIZE REPRESENTATIVES OF THIS COUNTY TO ENTER ABOVE -MENTIONED PROPERTY FOR INSPECTION PURPOSES. BUILDS OR IMPROVES THEREON. AND WHO IS SOL. THIN HIS OWN EMPLOYEES. PROVIDED THAT SUCH IMPROVEMENTS ARE NOT INTENDED OROFFERED OR r R SALE IF HOWEVER. THE BUILDING OYEAR FCOMPLETION, THE OWNER•BUILOER WILLHAEOTHIS BURDEN OF PROIVING L/ J / THANE T HE DID NOT BUILD OR IMPROVE FOR THE PURPOSE OF SALE( / _ _ .�"^'� Li El AS OWNER OF THE PROPERTY. AM EXCLUSIVELY CONTRACTING WITH LICENSED SIGNATURE OF PERM�I}TTEE DATE G•, ��/ �7V� $ J CONTRACTORS TO CONSTRUCT THE PROJECT (SEC 7044. BUSINESS AND PROFESSIONS CODEI THE CONTRACTOR'S LICENSE LAW DOES NOT APPLY TO AN OWNER OF PROPERTY WHO BUILDS OR IMPROVES THEREON. AND WHO CONTRACTS FOn SUCH PROJECTS WITH A CONTRACTOR451 LICENSED PURSUANT 10 THE �I, yaL $' �/ `�y q Other Fees 1dI /' CONTRACTOR'S LICENSE LAW' F PIC Fee $/'�/ Permlt�j,B�B $c/I -! + ❑ 1 AM EXEMPT UNDER SEC. . B SP.C. FOR THIS REASON ✓ 19 Final Val. $t� //TY Atli PIC Fee $ � DATE OWNER L•(D $-GT �'/T!, Total Fees $ 1 WORK MUST BE STARTED WITHIN A PERIOD OF ISO DAYS FROM THE DATE OF VALIDATION OR THIS PERMIT BECOMES NULL AND VOID. PLAN CHECK VALIDATION CK M.O. CASH PERMIT VALIDATION CK MO CASH 6 0 PLANNING DEPARTMENT (714) 644-3200 February 9, 1987 TO: Mike Cardin, Project Manager FROM: Tracy E. Williams SUBJECT: Bayview Parking Structure 1. Provide complete parking tabulations: 723 standard 246 compact 12 handicap 981 parking structure 144 Downey building 1,125 proposed parking 1,017 required parking 108 surplus parking spaces 2. Provide letter addressing interim parking during construction. 3. See attached Conditions of Approval for Waiver of Parcel Map. Tracyog. Williams TEW/11 Y ff �I�lhl r r9 � S REc" Plan, . � FCn��anr•,;,,t N�1v c1l -OF987 �u Al�ACIF.Fr,•H v( c9f�lce ,SG,c:? 9. ,�%7' t.!7m'z'�•,�?;�'rmr tip. • McLab�br nd, Vasquez & Archilccluro & !'lannbiry NOTES 32�;0�3 /35/795 3� /, X. _ / Goo . ice//1�t� O!e Lli�Gv� g?lOn/ S Vim.¢ iCi�rj z�b � j�� 1,017 i/z F. /&0 zays Date:l 0 Am W%Larandl, r Vasquez & R ti n_ I Re Architecti,re & Planning To C..Ij Alt AMP rt�a�mrow' NOTES ��- /71 la 7 J n' -'= /3 79 T = to X", s" aT /S 4if� -7" = 4 7i D 2 o •.5►4�i.� .o�S ..�j ..i �s� /9Sr G`OMMISSIQNERS "r.c;may c� yGc^c^Gaop Gyy� vo 9��y �F Fy 0 0 CITY OF NEWPORT BEACH MINUTES October 23, 1586 ROLL CALL I I I I I INDEX Ho ard, be continued to the November 6, 1986 Planning fission Meeting. Motion x Motion was made to c ue Item No. 7, Use Permit No. Ayes x x x x x 3235; Item No. 10, Use Pe No. 3240; Item No. 11, Absent x x Tentative Map of Tract No. 128 nd Item No. 12, Request to Establish Grade be continued a November 6, 1986, Planning Commission Meeting. Motion on, MOTION CARRIED. Waiver of Parcel Map (Discussion) Item No.l Request to waive the requirement of a parcel map for Waiver of the combining of lots in conjunction with the con- Parcel Map struction of a shared parking structure in the Bayview Planned Community. Approved LOCATION: Lots 5, 6 and 7, Tract No. 12528, located at 201 Crystal Bay Drive, comprising the entire block surrounded by Crystal Bay Drive and Bayview Place, within the Bayview Planned Community. ZONE: P-C APPLICANT: J. M. Peters Co., Inc., Newport Beach OWNERS: Bayview Associates and Downey Savings and Loan, Newport Beach Mr. Bob Trapp, representing the applicant, appeared before the Planning Commission. Mr. Trapp stated that the applicant concurs with the findings and conditions in Exhibit "A". James Hewicker, Planning Director, referred to Condition No. 3, stating "that prior to the issuance of a building permit, a covenant shall be recorded to require that the site be held as one for the life of the structure", and he recommended that an ingress, egress agreement be added to that condition. Mr. Hewicker explained that the City has previously required mutual ingress, egress agreements for parking lots on more than one lot which set forth the manner in which the parking lots are to be operated as to access -2- COMMISSIONERS 0 0 CITY OF NEWPORT BEACH October 23IN,9TFS ROLL CALL INDEX and parking. He further explained that the parking structure would be controlled so that all interested parties will be able to use the building over the period of time that the structure exists on the property. Mr. Hewicker commented that Downey Savings and Loan has drawn up an agreement that will be reviewed by the Planning Department and the City Attorney. Motion x Motion was made to approve the Waiver of a Parcel Map, Ayes x x x x x subject to the findings and conditions in Exhibit "A", Absent x x including the following to be added to Condition No. 3: "In addition, there shall be a document recorded satisfactory to the City Attorney and the Planning Director, providing for a mutual easement for ingress, egress and parking on the subject lots". Motion voted on, MOTION CARRIED. FINDINGS: 1. That the building site must be held as separate lots for financing purposes, which prevents the applicant from combining the properties into a single building site. 2. That the entities proposing to use the site hold title to the land, and the estate in real property is of sufficient length to guarantee that the lots which constitute the building site will be held as a single entity for the economic duration of the building improvement to be placed on the site. CONDITIONS: 1. That the applicant shall indemnify and hold harmless the City in a manner satisfactory to the City Attorney in conjunction with the waiver of the parcel map. 2. Should the subject property ever be held under a single ownership, this waiver shall become null and void and the property owner shall obtain the approval of a resubdivision. 3. That prior to the issuance of a building permit, a covenant shall be recorded to require that the site be held as one for the life of the structure. In addition, there shall be a document recorded -3- COMMISSIONERS 0 d99GZ ,oZ GZZ�N°ZC�y taFZ CITY OF NEWPORT BEACH ZZc^,9 MINUTES October 23, 1986 ROLL CALL I I I I I I INDEX satisfactory to the City Attorney and the Planning Director, providing for a mutual easement for ingress, egress and parking,on the subject lots. 4. That the median island in Bayview Place at Crystal Bay Drive be modified to remove the island from the crosswalk area in conformance with plans to be approved by the Public Works Department. 5. That an agreement and accompanying surety be provided to guarantee satisfactory completion of the public improvements if it is desired to obtain a building permit prior to completion of the public improvements. Item No.2 Use Permit equest to amend a previously approved Use Permit which p itted an expansion of the existing Edwards Theatre No. 1527A in wport Center located on property in the C-O-H Distr t. The proposed amendment includes a request to TS further xpand the theatre so as to add two new audi- — toriums ntaining a total of 600 new seats. The proposal' a o includes: a modification to the zoning Approved Code so as to ermit the use of compact parking spaces] the approval o an amended off -site parking agreement for a portion of a required off-street parking at the southeasterly corn of Newport Center Drive and San Miguel Drive and the proval of a new off -site parking agreement for a port n of the required off-street parking involving a port n of the Design Plaza parking area, located at the nor westerly corner of Avocado Avenue and Farallon Drive; nd the acceptance of an environmental document. AND B. Traffic Study (Public Hearing) Request to approve a traffic study so as o permit the addition of two new auditoriums containin a total of 600 new seats at the existing Edwards Theat complex in Newport Center. LOCATION: Parcel A of Parcel Map 25-1 (Resub division No. 260) , and Parcel No. 1 f Parcel Map 60-36 (Resubdivision No. 454) (building site); and Parcel A of -4- AND LOAN ASSOCIATION 21791 LAKE FOREST DRIVE- SUITE 200 • P.O. BOX 5004 • ELTORO, CA 92630 • (714) 859.0050 December 16, 1986 R City of Newport Beach �- p �F� Planning Department 0,�3�•r;,�Fp 3300 Newport Blvd. FCj ��cT Newport Beach, CA 92658-8915 of � Attn: Ms. Traci Williams �Rr � �, �/P °Easy RE: BAYVIEW PARKING STRUCTURE Qi 301 CRYSTAL BAY DRIVE INDEMNITY AND HOLD HARMLESS AGREEMENTS Dear Traci: In response to the October 23, 1986 conditions relating to the waiver of parcel map requirements for combining lots in conjunction with the construction of a shared parking structure in Tract 12528, Downey Savings and Loan is herewith submitting a fully executed original "Indemnity and Hold Harmless Agreement" by both Downey Savings and Loan Association and Bayview Associates. These agreements should satisfy said conditions necessary for release of grading permit on lots 5, 6 and 7. Downey Savings and Loan would like to extend their appreciation for your assistance in this matter. Sincerely, Richard S. Andrews Project Manager Design/Construction :ijm attachments cc: Skip Schultz, Morse Consulting group Laura Steele Ruben Gonzalez INDEMNITY AND HOLD HARMLESS AGREEMENT BAYVIEW ASSOCIATES, a California general partnership, whose address is 1400 North Bristol Street, Suite 245, Newport Beach, California 92660 (hereinafter "Indemnitor") in considera- tion of the waiver by the City of Newport Beach (hereinafter called "City") of a parcel map for the combining of lots 5, 6 and 7 of Tract No. 12528 at the October 26, 1986, Planning Com- mission Meeting, agrees to the following terms and conditions: Indemnitor shall indemnify and hold harmless City, its City Council, boards, commissions, officers, agents, servants and employees from and against any and all loss, damages, lia- bility, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit arising from or in any manner con- nected to said waiver of parcel map by the City. IN WITNESS WHEREOF, this Agreement is executed on this %?-- day of December, 1986. INDEMNITOR: BAYVIEW ASSOCIATES, a California General Partnership By: Davis Bayview Associates, a California General Partnership, General Part N. William Davis, Managing Pryer es M. Peters, G neral Partner INDEMNITY AMID HOLD HARMLESS AGREEMENT DOWNEY SAVINGS AND LOAN ASSOCIATION, a California corporation whose address is 3200 Bristol Street, Costa Mesa, California 92626 (hereinafter "Indemnitor") in consideration of the waiver by the City of Newport Beach (hereinafter called "City") of a parcel map for the combining of lots 5, 6 and 7 of Tract No. 12528 at the October 26, 1986 Planning Corrmission Meeting, agrees to the following terms and conditions: Indemnitor shall indemnify and hold harmless City, its City Council, boards, corrmissions, officers, agents, servants and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit arising from or in any manner connected to said waiver of parcel map by the City. IN WITNESS WHEREOF, this Agreement is executed on this llth day of December, 1986. INDFAVITOR: DOWNEY SAVI AND LOAN ASSOCIATION, a Calif orn' corporatioto"I By: Senior Vike President By: OCI X/ LAURA STEELE Assistant Secretary • AND LOAN ASSOCIATION 21791 LAKE FOREST DRIVE -SUITE 200 • P.O. BOX 5004 • ELTORO, CA92630 • (714) 859.0050 December 16, 1986 City of Newport Beach Planning Department 3300 Newport Blvd. Newport Beach, CA 92658-8915 Attn: Ms. Traci Williams RE: BAYVIEW RETAIL FACILITY 301 CRYSTAL BAY DRIVE FAIR SHARE FEES Dear Traci: E 10/47 8 e4t N, I,�/r,'F'9B6�. ETop �tiF icy ,C` Confirming your telephone call of December 15, 1986, you have advised us that because our retail facility has been reduced in size to ap- proximately 19,500 square feet, your fair share fee assessment has been adjusted to $40,560.00 for this segment. Downey Savings and Loan appreciates your consideration and we also wish to thank Ms. Pat Temple and Mr. Robert Burdom for their review of this matter. We look forward to working with you and the planning staff as this project develops. Sincerely, � Richard S. Andrews Project Manager Design/Construction ijm cc: Robert,Burdom Pat Temple Ruben Gonzalez Plan Check No. 2 $ -7 g Revd COMMERCIAL/INDUSTRIAL ZONING CORRECTIONS " By: ----- "- ,'Associate Planner Telephone (714) 644-3200 Date: ('V-I W Address: ADO (bAjV1Ew Ct"0a. Corrections Required: Legal Description: Lot 2' Block Section Tract J2 57/ Resubdivision required to combine lots or portions of lots when construction or alterations are in excess of $5,000. Lot Size Zone Proposed Use 45-Ace- b 1U A Required Setbacks: T Front Rear '+ Right Side Left Side Structural Area: 01 4o o�nuijAj 10, ---r- 10' 10� Buildable Area Permitted Area -3,30 Oo0 Proposed Area Provide tissue overlay of calcuj ions to v ify provided square IT ,! footage. 2 3870 rut' 14e"tOL06.j a�K (lsi%O Required Parking �DG{� DA1 �1� � j1 Co ymig" of pA�L45 STYIACIUW Proposed parking (Indicate nu f. staIlls provided) PcEAse; ctA�¢irsY Total On-S' Parking nUM4e* rows (t1 f e«d) Standard 133 Compact s` 10W �ia�uuF S/Jdoef i In -lieu Parking rd«i° —fA-00W PA4104 &c>tA AI" je0 . 'DeL r're ?ADM Dimension building height as measured from natura.} grade to , n1e( �jpuft�sy average and maximum roof height 95 may- 14 (A'%r orb show natural grade line on all elevations w� cyje., Show all rooftop mechanical equipment and dimension from grade directly below. Indicate location of trash containers on site plan. Number of stories Floor Plan fully dimensioned showing all room uses. Plot Plan fully dimensioned showing location of all buildings, fences, etc. in relation to the property line. Fair Share Contributio 22 %2i0. 70 At 3(P -- San Joaquin Hills Transportation Corridor X (OVER) -M SPECIAL APPROVAL REQUIRED THROUGH: Modifications Oommittee Planning Commission: Use Permit Variance Resubdivision - Tract Site Plan Review Amendment Other - Public Works: Easement/Encroachment Permit Curb Cut r� Subdivision Engineer Traffic Engineer Approval of Landscape Plans 9udin Department: Grading Engineer Parks Department: Approval of Landscape Plans P Coastal Development Permits: Approval in Concept (Note: File 3 sets of plans: plot plan, floor plan, elevations). ` Coastal Development Permit No.'s � �j-�.,i' j arjetelf J-414 11,140 Waiver/Exemption NOTE: It is the responsibility of the applicant to circulate their plans and obtain the necessary approvals from the departments checked above. If you have questions regarding your application, please contact me at (714) 644-3200. BAYVIEW COMMERCIAL CENTER PARKING ANALYSIS BRAMALEA - OFFICE BUILDING: STANDARD STALLS = 133 COMPACT STALLS = 10 HANDICAPPED STALLS = 6 TOTAL =149 BRAMALEA - PARKING STRUCTURE: STANDARD STALLS = 651 COMPACT STALLS = 268 TOTAL = 919 DOWNEY - OFFICE BUILDING: STANDARD STALLS = 138 HANDICAPPED STALLS = 4 TOTAL DOWNEY - PARKING STRUCTURE: STANDARD STALLS = 707 COMPACT STALLS = 296 HANDICAPPED STALLS = 10 TOTAL = T m DEVELOPMENT TOTALS: STANDARD STALLS = 1,629 COMPACT STALLS = 574 HANDICAPPED STALLS = 20 TOTAL = 2t223 MC/DS 483' 20' 1 20' 20' 1 60' 60' 60' 3 1 60' 60' 60' 40' 20' Entry Bridge Stair II ^ Stair/Elevator Q .Q m c m >F C C C C „ O r C C C C C C C Stair C C C C RNMOC TCC C C C C C C C C C C C C C C C I n Office) I I Card Reader Cashier Booth 3 o. 0 �I y E 1 ■ E ¢ m I T N L it Health Club m � it Atrium/ i ht Well Atrium/ Light Well it it 12 m m a 3 m a E m E Stair/Elevator m s s � � I I I T T C C C C C C C C C C C C C C C C C C C C C C C C C C 'c O C I C C C C I � � � I I 20' 20' 20' V Stair 20' 60' ORD (� Stair Entry Bridge Parking Count Level 3 PHASE II PHASE I Phase I Phase 11 Total Standard 155 183 338 !ON lB�gg6 Compact 25 42 67 Total 180 225 405 Meow N WY00 fn0o ryN S'`o i L N oom OVA <22Y E- > O w" f Yzm mww Z wo 1 Ma- mw M ..+z 0 O J 0 T U a m 1`r ~ 0 O w z, W -a O 0 m r N m SHEET TITLE Third Level Plan 20' 20' 1 20' so' go' to, 311 eo' I so' 60' 40• 20• WED., st.r st.rre.ynw enur erww Q a T I ebh C C C C IC. C C C C I C C C C C C C C C C C C C C C I C C C C C C C C C 1 II Card I 1 l GablerBoo Po01n I �- i ■ -�---,tom-- ■ - - oI i � I Atrium/ I ht Well Atrium/ I Lightl Well - tt.an GUD ■T i I 1 E 3 I o m 1-1 c' c e1c c c O t tl a Ilc cic c 1 20- zo' zo• I zo' eC d� I c c c c c c�cic c c c cicic:cic c vc v c c c c c IC _star I star Fshy Bddpe I actor PHASE II nI 1, PHASE I Phase I Phase n Total Standard 155 183 338 »HSBn� Compact 25 42 67 Total 180 225 405 ..." oom 4s. U^ (fj }20 t] DWG Z WO �3 M s 0 < O I 0 r� S z L ao CONDITIONS OF APPROVAL Waiver of Parcel Map 501 Bayview Circle PC# 627-88 CONDITION 1. Hold harmless agreement 2. No action 3.000ovenant [a) mutual easement 4. Median @ Bayview P1 5. Agreement & Surety DEPARTMENT ACTION City Attorney Document app. Planning Document submit. City Atty/Planning Dir. Document copy Planning Document copy Public Works Plans Approval Public Works Plans Approval ;'�MMISSIONERS ft MINUTES October 23, 1986 G9999.os• y�^yGyf9Zfyy CITY OF NEWPORT BEACH tOLL CALL INDEX Bo ard, be continued to the November 6, 1986 Planning ission Meeting. Motion x Motion was made to c ue Item No. 7, Use Permit No. Ayes x x x x x 3235; Item No. 10, Use Pe No. 3240, Item No. 11, Absent x x Tentative Map of Tract No. 128 nd Item No. 12, Request to Establish Grade be continued a November 6, 1986, Planning Commission Meeting. Motion on, MOTION CARRIED. Waiver of Parcel Map (Discussion) Item No.l Request to waive the requirement of a parcel map for Waiver of the combining of lots in conjunction with the con- Parcel Map struction of a shared parking structure in the Bayview Planned Community. Approved LOCATION: Lots 5, 6 and 7, Tract No. 12528, located at 201 Crystal Bay Drive, comprising the entire block surrounded by Crystal Bay Drive and Bayview Place, within the Fsyview Planned Community. ZONE: P-C APPLICANT: J. M. Peters Co., Inc., Newport Beach OWNERS: Bayview Associates and Downey Savings and Loan, Newport Beach Mr. Bob Trapp, representing the applicant, appeared before the Planning Commission. Mr. Trapp stated that the applicant concurs with the findings and conditions in Exhibit "A". James Hewicker, Planning Director, referred to Condition No. 3, stating "that prior to the issuance of a building permit, a covenant shall be recorded to require that the site be held as one for the life of the structure", and he recommended that an ingress, egress agreement be added to that condition. Mr. Hewicker explained that the City has previously required mutual ingress, egress agreements for parking lots on more than one lot which set forth the manner in which the parking lots are to be operated as to access -2- ' s PFNIMISSIO.N'ERS. d 9 y y 9 ti yy y<<yO�iyo tn9 9y F9 #-.. 1, ... 1 CITY OF NEWPORT BEACH, October M N,�Tp ROLL CALL INDEX I and parking. He further explained that the parking ' structure would be controlled so that all interested parties will be able to use the building over the period of time that the structure exists on the property. Mr. Hewicker commented that Downey Savings and Loan has drawn up an agreement that will be reviewed by the Planning Department and the City Attorney. Motion x Motion was made to approve the Waiver of a Parcel Map, I Ayes x x x x x subject to the findings and conditions in Exhibit "A", Absent x x including the following to be added to Condition No. 3: "In addition, there shall be a document recorded satisfactory to the City Attorney and the Planning Director, providing for a mutual easement for ingress, egress and parking on the subject lots". Motion voted on, MOTION CARRIED. FINDINGS: 1. That the building site must be held as separate lots for financing purposes, which prevents the applicant from combining the properties into a single building site. 2. That the entities proposing to use the site hold title to the land, and the estate in real property is of sufficient length to guarantee that the lots which constitute the building site will be held as a single entity for the economic duration of the building improvement to be placed on the site. CONDITIONS: 1. That the applicant shall indemnify and hold harmless the City in a manner satisfactory to the City Attorney in conjunction with the waiver of the parcel map. 2. Should the subject property ever be held under a single ownership, this waiver shall become null and void and the property owner shall obtain the approval of a resubdivision. 3. That prior to the issuance of a building permit, a covenant shall be recorded to require that the site be held as one for the life of the structure. In addition, there shall be a document recorded -3- dMISSIONERS _ MINUTES �G October 23, 1986 ymG�yP\111VIA&S y�yy�0C CCITY OF NEWPORT BEACH LOLL CALL INDEX satisfactory to the City Attorney and the Planning Director, providing for a mutual easement for ingress, egress and parking on the subject lots. 4. That the median island in Bayview Place at Crystal Bay Drive be modified to remove the island from the crosswalk area in conformance with plans to be approved by the Public Works Department. 5. That an agreement and accompanying surety be provided to guarantee satisfactory completion of the public improvements if it is desired to obtain a building permit prior to completion of the public improvements. Item No.2 Use Permit equest to amend a previously approved Use Permit which p itted an expansion of the existing Edwards Theatre No. 1527A in wport Center located on property in the C-O-H Distr t. The proposed amendment includes a request to TS further xpand the theatre so as to add two new audi- — toriums ntaining a total of 600 new seats. The proposal' a o includes: a modification to the Zoning Approved Code so as to ermit the use of compact parking spaces; the approval o an amended off -site parking agreement for a portion of he required off-street parking at the southeasterly corn of Newport Center Drive and San Miguel Drive and the proval of a new off -site parking agreement for a port n of the required off-street parking involving a port n of the Design Plaza parking area, located at the nor westerly corner of Avocado Avenue and Farallon Drive; nd the acceptance of an environmental document. AND B. Traffic Study (Public Hearing) Request to approve a traffic study so as o permit the addition of two new auditoriums containin a total of 600 new seats at the existing Edwards Theat complex in Newport Center. LOCATION: Parcel A of Parcel Map 25-1 (Resub division No. 260) , and Parcel No. 1 f Parcel Map 60-36 (Resubdivision No. 454) (building site); and Parcel A of -4- ' J r TO: Laura Steele Epp: Dick Andrews -47 CC: Bill Thurston, w/copy AM1! (M70 MEMORANDUM 3LTX P: BAYVIEW PARKING STRUCTURE DATE: August 18, 1988 Further to our telephone conversation of August 17, 1988 with Hank of Morse Consulting Group, attached is a copy of adjusted lot line Exhibit A and B reflecting a total of 8.40 feet added westerly to our Lot 6 of Tract 12528. - Hank advised that this minor change would not require a new application. The final recording is subject, to written approval by Bramalea Limited which I understand you will be,obtaining this week._ Please advise me of the status before you leave for vacation. :ijm attachments F r e AUG-18-88 THU 9:10 NORTHWOOD INVESTMENT 00. P.O1 R COP1.1-11f il:l71Y;; I'I.r\NhllNt� - itil+I( li�ll':I,lt!hd(i • I.AN1ra'AI'!{ ARO11'1'1{t"!'11RI: TELECOPIER TRANSMITTAL LETTER Date of Transmittal: � S Please deliver the acccoomppaany`inng� telecopied material to: Name: Cbmpany: • 1 1 C'fty: 1 s ate: c"c , r Phone Number: 6.,)�r .) Telocopy Number: ()� -I-( ( 0 Sender's Name.: Total number of pages, inclujing this transmittal letter PLEASE CONTACT US IMMEDIATELY IF ANY PAGES ARE NOT RECEIVED. _ t Comments: N, n; n nvt �U11i11 IItVINI; ltl g4,1.1511;1' . $Ill'I'1: ":;1�I • Ilt�'tt�'li.'':1 t);!7:'u L'�!I;1 Faasimilo - 714/730-7260 9 �AUG-18-88 THU 9:10 NORTHWOOD INVESTMENT 00. EXHIBIT A LOT LINE ADJUSTMENT N.B.L.LA. (LEGAL DESCRIPTIONS) - 87.2 P. 02 • �� �v.H.rcE.sr �iyi� A, ��fC'• d'sP - �►.e� �.�.�t cat I PARCEL I LOT 5 OF TRACT NO. 12520, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED ON BOOK 5511 PAGES 38 THROUGH 41 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY: EXCEPTING THEREFROM THE EASTERLY 0.40 FEET THEREOF. PARCEL 2: LOT 6 OF TRACT NO. 12528, IN THE CITY OF NEWPORT..DEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN HOOK 551, PAGES 38 THROUGH 41 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; TOGETHER WITH THE EASTERLY 0.40 FEET OF LOT 5 OF SAID TRACT. THI CUMENT WAS P GARY W. OKICH, L.S. 4693 3 •Y M ME OR UNDER MY SUPERVISION. gip LAND 3�,�` 'tr y YI. DO?l k No# 4693 R. Of CA4�E���\� .. ' AUG-18-88 THU 9:11 NOrrRTHWOOD INYESTMENT CO. P.03 '• L' EXHIBIT B LOT LINE ADJUSTMENT N,B.L,LA - 87•� MAP) 'fdP- tQd -0.5 .44r- -roe - 00 .•A".4eCE''G / • DES REMOVE LEAD AND TACK AND TAG �� ,-T ■----��-•�.....� Oa CURNOTIlB OFFSET 0.25' ENSIDE FRONT LOT CORNERS (ON LOT SLINE) TOP 0 DENOTES "SET LEAD AND TACK AND TAG "LS 469311 TO BE SET IN TOP OF CURB OFFSET 0.251 ,INSIDE FRONT LOT CORNERS (ON LOT LINE) r.� rd •.�ciio�• /oa d.s•) a • taGd g ro'co ; ,t • Ze A c7o; � . I a G ro cao R . 2x� moo; t • ic7:�, 3G Q I lc ail V I I ,W L l w•li• 7V7i P �\ d CITY OF NEWPORT BEACH P.O. BOX 1768, NEWPORT BEACH, CA 92658-8915 PLANNING DEPARTMENT (714) 644-3200 June 1, 1988 Richard S. Andrews Downey Savings & Loan Association 21791 Lake Forest Drive Suite 200 E1 Toro, CA 92630 SUBJECT: Certificate of Occupancy, 501 Bayview Circle, parking structure Dear Mr. Andrews: Please be advised that the Hold Harmless Agreements submitted by DSL and Bayview Associates were not approved by the Office of the City Attorney as to form and content. The document must extend to all future owners, etc. as does the Covenant (see attached). Ideally both Conditions No. 1 and 3 should have been incorporated into one document which would have been recorded against the property. Prior to issuance of certificate of occupancy for the parking structure, the following items must be resolved, the Hold Harmless Agreement, recordation of the lot line adjustment and a copy of the executed mutual easement for ingress -egress. All documents must extend to future owners (see verbage in the covenant). PLANNING DEPARTMENT JAMES D. HEWICKER, Director By Javier arcia Associate Planner JSG:11 3300 Newport Boulevard, Newport Beach 4" D ((NEWFOPT nt DOWNEY SAVINGS, Ocll't19` -SACK ALIF. June 17, 1988 s?` I I` ,0 ;• REC�IV50 Javier A. Garcia Associate Planner City of Newport Beach o11y of .` N 3300 Newport Boulevard 2� NfiWPORT Newport Beach, California 92658 RE: Certificate of Occupancy N 501 Bayview Circle, Downey Parking Structure Dear Mr. Garcia: Enclosed please find one (1) copy of the final copy of Parking Structure and Reciprocal Rights Agreement and Grant of Easements for review and approval by the City Attorney of Newport Beach and the Planning Department. This Agreement should satisfy the City's requirement that a document be recorded providing for a mutual easement for ingress, egress and parking on the lots comprising the parking structure. The enclosed Agreement has been approved by Downey Savings and Loan Association and Bramalea California Properties, Inc. and shall be executed by the parties upon receipt of the necessary approvals by the City of Newport Beach. We would appreciate your expediting this matter as the temporary certificate of occupancy on the Downey Savings parking structure expires on July 10, 1988. This is to confirm that the Hold Harmless Agreements submitted by Downey Savings and Loan Association and Bayview Associates have been approved by the office of the City Attorney. I expect that recordation of the deed for the lot line adjustment shall occur in the near future and shall keep you posted regarding this condition. Should you or the City Attorney have any questions regarding the enclosed document or any other matter pertaining to any requirement for issuance of the Certificate of Occupancy for the parking structure, please contact me or Laura B. Steele, Associate Counsel for Downey Savings and Loan Association. DOWNEY SAVINGS AND LOAN ASSOCIATION 21791 Lake Forest Drive, Suite 200 - P.O. Box 5004 - El Toro, California (714) 859-0050 Javier A. Garcia June 17, 1988 Page two (2) Thank you for your courtesy and cooperation with regard to this matter. RSA: jkp Enclosure cc: He " Sa Da Bi La very yours, RICHARD S. ANDREWS Project Manager (�_ rye,• dU` RECORDING, WHEN RECOR Hamilton & 4000 MacAr Newport He Attention: ED BY AND L TO: s vd.,,, te. 5700 92660 N. Samuels, Esq. PARKING STRUCTURE AND RECIPROCAL RIGHTS AGREEMENT AND GRANT OF EASEMENTS THIS PARKING STRUCTURE AND RECIPROCAL RIGHTS AGREEMENT AND GRANT OF EASEMENTS ("Agreement") is made and entered into as of the day of November, 1987, by and between DOWNEY SAVINGS AND LOAN ASSOCIATION, a California corporation ("Downey") and BRAMALEA CALIFORNIA PROPERTIES, INC. a California corporation ("Bramalea"). R E C I T A L S A. Whereas, Downey is the owner of Lots 3, 6 and 7 of Tract 12528 and Bramalea is the owner of Lots 2 and 5 of Tract 12528, all as shown on that map recorded on January 23, 1986 in Book 551 Pages 38 to 41, inclusive, of Miscellaneous Record Maps, in the Official Records, Orange County, California, such lots being a part of that commercial development project located in Newport Beach, California which is commonly known as "Bayview" (the "Development Project"), a plot plan of which is shown on Exhibit "A" attached hereto (the "Plot Plan"). B. Whereas, Lot 3 is referred to herein as the "Downey Office Building Lot", Lot 6 is referred to herein as the "Downey Parking Structure Lot" and Lot 7 is referred to herein as "Downey Lot 7" as shown on the Plot Plan (collectively, the "Downey Lots") on which Downey is, as of the date of this Agreement, constructing the "Downey Office Building," the "Downey Parking Structure," and the "Downey Lot 7 Improvements," respectively; C. Whereas, Lot 2 is referred to herein as the.."Bramalea Office Building Lot" and Lot 5 is referred to herein as the "Bramalea Parking Structure Lot" as shown on the Plot Plan (collectively, the "Bramalea Lots") and on which Bramalea intends to, but has not commenced as of the date of this Agreement, construct the "Bramalea Office Building" and the "Bramalea Parking Structure," respectively. -1- WP1\WI\BRAMAAGT 061488 D. Whereas, Downey and Bramalea have determined that it would be mutually advantageous to each of them to construct the Downey Parking Structure and the Bramalea Parking Structure in the configurations as shown in the Parking Structure Plans (as defined below) so that the two Parking Structures after being joined would service the Bramalea Lots and the Downey Lots in an integrated and more efficient manner; E. Whereas, Downey and Bramalea wish now to provide for the cooperative construction of the Downey Parking Structure and ancillary improvements and the Bramalea Parking Structure and ancillary improvements and for the cooperative operation and maintenance of the Integrated Parking Structure (as defined below) and wish also to create certain covenants, conditions, restrictions, easements and rights and obligations encumbering the Downey Lots and the Bramalea Lots, which shall run with the land and inure to the benefit of and be binding upon the successors and assigns of Bramalea and Downey hereto; and F. Whereas, Downey and Bramalea wish to clarify that any subsequent owners of Downey Lot 7 shall have no rights of management under this Agreement, but shall become a Party to this Agreement subject to the provisions of this Agreement. Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings: 1.1 "Accounting Period" means any period commenc- ing January 1 and ending on the next following December 31, except the first Accounting Period shall commence on the date that Bramalea completes the Bramalea Parking Structure and a Certificate of Occupancy for the Bramalea Office Building shall have been issued. 1.2 "Allocable Share" means that portion of the Maintenance Cost and other payment obligations allocable to Bramalea and allocable to Downey. The "Allocable Share" for Bramalea and Downey shall be calculated by comparing the actual number of parking spaces located in the Bramalea Parking Structure and Downey Parking Structure to the total number of parking spaces in the Integrated Parking Structure. The Allocable Share of Bramalea and Downey may change from time to time as the number of parking spaces change. Any Lot 7 Transferee shall not be responsible for an Allocable Share but Downey shall continue to be responsible for and entitled to any -2- WP1\WI\BRAMAAGT 061488 Allocable Share which would otherwise be attributable to a Lot 7 Transferee. 1.3 "Bramalea" means Bramalea Limited, an Ontario, Canada Corporation, and its successors and assigns in the ownership of the Bramalea Parking Structure Lot. 1.4 "Downey" means Downey Savings and Loan Association, a California Corporation, and its successors and assigns in the ownership of the Downey Parking Structure Lot. 1.5 "Integrated Parking Structure" shall refer to (i) the Parking Structures and all areas contained within them after they have been integrated and (ii) all other areas contained within the exterior boundaries of the Downey Parking Structure Lot and the Bramalea Parking Structure Lot, including elevators, stairwells, landscaping, lighting, driveways, street approaches, pedestrian walkways and all related equipment. Bramalea and Downey shall own the fee title only to its respective Parking Structure Lot and the improvements thereon but shall be granted certain easements over the Parking Structure Lot and improvements thereon of the other. 1.6 "Integrating the Parking Structures" means the performance of the work required to join the Downey Parking Structure and the Bramalea Parking Structure pursuant to the Parking Structure Plans so that the two Parking Structures function as a single parking structure. Integrating -the Parking Structures shall include, but not be limited to, removing the steel cable barricade of the Downey Parking Structure to allow for the flow -through of traffic between the two Parking Structures and the construction and installation of a passenger elevator in the Downey Parking Structure at the location marked "Elevator Installation" on Exhibit "A" to serve the,Integrated Parking Structure. The work of Integrating the Parking Structures shall be deemed to be complete upon the final inspection and approval of the work by the applicable governmental agency having authority over the issuance of permits and approvals associated therewith and the issuance of a Certificate of Occupancy for the Bramalea Office Building. 1.7 "Lot 7 Transferee" means any person who acquires the fee simple title to Downey Lot 7 from Downey, and its successors and assigns in the ownership of Downey Lot 7 but does not acquire ownership of the Downey Parking..Structure Lot. 1.8 "Maintenance Costs" means all of the reason- able costs and expenses expended during an Accounting Period directly relating to the operation, use, repair and maintenance of the Integrated Parking Structure including all Utility Facilities. Maintenance Costs do not include real property taxes -3- WP1\WI\BRAMAAGT 061488 or assessments for any portion of either of the Parking Structure Lots and improvements thereon. 1.9 "Master Declaration" means the Declaration of covenants, Conditions and Restrictions for Bayview Commercial Association dated as of February 24, 1986 and recorded on February 28, 1986 as Instrument No. 86-080626 in the Official Records of Orange County, California as amended by that First Amendment to Declaration of Covenants, Conditions and Restric- tions for Bayview Commercial Association dated July 29, 1986 and recorded on August 8, 1986 as Instrument No. 86-352043 in the Official Records of Orange County, California. The Master Declaration imposes upon each Lot and each owner of a Lot in the Development Project certain covenants, conditions and restric- tions which the Parties acknowledge and agree to observe. 1.10 "Mortgagee" means a mortgagee under any mortgage and a trustee and beneficiary under any deed of trust which mortgage or deed of trust (collectively "Mortgage") constitutes a lien on all or any portion of any land of a Party constituting a part of the Downey Parking Structure Lot or the Bramalea Parking Structure Lot. A ground lessor shall be deemed to be a Mortgagee as provided in Section 6 hereof. 1.11 "Parking Structure Plans" means the plans and specifications, whether a single set of plans or a combination of plans, approved by Downey and Bramalea providing for the construction of the Downey Parking Structure and the Bramalea Parking Structure and also providing for the Integration of the Parking Structures. 1.12 "Party" means Bramalea and Downey and any successors in interest of Bramalea and Downey who acquire title to the Bramalea Parking Structure Lot or the Downey Parking Structure Lot. If Downey conveys Downey Lot 7 to a Lot 7 Transferee, the Lot 7 Transferee and all of its successors and assigns shall also be deemed to be a Party to this Agreement subject to the restrictions and limitations set forth herein. 1.13 "Permittees" means the Parties and their respective tenants, subtenants, concessionaires, and the officers, directors, employees, agents, contractors, customers, visitors, invitees and licensees of the Parties in the Downey Office Building and the Bramalea Office Building and in Downey Lot 7. 1.14 "Utility Facilities" means, without limita- tion, such things as storm and sanitation sewer systems, tem- porary and permanent storm drains, domestic water systems, natural gas systems, electrical systems, fire protection systems, water systems, telephone systems, elevator systems, lighting systems, parking systems and all other utility systems and -4- WPl\WI\BRAMAAGT 061488 facilities reasonably necessary to operate the Integrated Parking Structure and service any improvements or other areas within the Downey Parking Structure Lot or the Bramalea Parking Structure Lot. 2. Easements. Licenses and Rights. 2.1 Access Easements. 2.1.1 Downey Access and Parking Easement. Bramalea hereby grants to Downey, for use by Downey and its Permittees, and to the Lot 7 Transferee, for use by the Lot 7 Transferee and its Permittees, in common with Bramalea and its Permittees, a non-exclusive easement in, over and across the Bramalea Parking Structure and the Bramalea Parking Structure Lot for ingress and egress for pedestrian and, where allowed, vehicular traffic, and for vehicular parking within the areas designated for such use (the "Downey Access and Parking Easement"). The Downey Access and Parking Easement, even though presently granted, will not become effective until the Integration of the Parking Structure. 2.1.2 Bramalea Access and Parking Easement. Downey hereby grants to Bramalea, for use by Bramalea and its Permittees and to the Lot 7 Transferee, for use by the Lot 7 Transferee and its Permittees, in common with Downey and its Permittees, a non-exclusive easement in, over and across the Downey Parking Structure and the Downey Parking Structure Lot for ingress and egress for pedestrian and, where allowed, vehicular traffic, and for vehicular parking within the areas designated for such use (the "Bramalea Access and Parking Easement"). The Bramalea Access and Parking Easement, even though presently granted, will not become effective until the Integration of the Parking Structure. 2.2 Construction. Operation and Maintenance Easements. Bramalea and Downey hereby grant to each other and to their respective agents, contractors and representatives, a non- exclusive and reciprocal easement in, over and across the Bramalea Parking Structure Lot and the Downey Parking Structure Lot and all improvements constructed or to be constructed thereon, including without limitation, the Downey Parking Structure and the Bramalea Parking Structure, for the purpose of constructing, operating and maintaining the Downey Parking Structure, the Bramalea Parking Structure and the Integrated Parking Structure and each of the other improvements to be constructed by Downey or Bramalea pursuant to the Parking Structure Plans. The construction, operation and maintenance easements hereby granted shall include construction easements as may be reasonably required to Integrate the Parking Structures without substantial interference to the operation of the Downey Parking Structure. -5- WP1\WI\BRAMAAGT 061488 2.3 Utility Facilities Easements and Other Easements. 2.3.1 Grant of Easements. Bramalea and Downey hereby grant to each other reciprocal easements, licenses and rights of entry and use in, under, across and affecting the Downey Parking Structure Lot and the Downey Parking Structure, the Bramalea Parking Structure Lot and the Bramalea Parking Structure for the construction, use, operation, maintenance, repair, and replacement of Utility Facilities. 2.3.2 General Provisions. All Utility Facilities shall be installed in a manner approved by the City of Newport Beach. Except as otherwise provided herein, the Grantee of any easement, right of entry, use or license (collectively an "Easement") under this paragraph 2.3 shall be responsible for the construction, installation, maintenance and repair of all Utility Facilities and other improvements installed by either of them, respectively, within the areas of the Easements granted, unless the same are maintained by utility companies or governmental agencies. Following the Integration of the Parking Structures the cost of maintenance, repair and replacement thereof shall be a part of Maintenance Costs hereunder. Subject to Bramalea's and Downey's rights to installation, repair, maintenance, replacement, or relocation pursuant to the provisions hereof, both Bramalea and Downey shall be entitled to pave, landscape, and use in any manner not inconsistent with the enjoyment of the Easements granted hereunder that portion of its property subject to the Easements granted hereunder, provided, that no buildings, other than the Parking Structures, shall be constructed in, on or upon the area in which an Easement is located. After initial installation is completed, any installation, repair, maintenance, replacement, relocation or removal of any Utility Facilities or other improvement that is required to be performed by Bramalea or Downey as a result of its use of such Easement may be performed by either Bramalea or Downey, as applicable, only after two (2) weeks' advance notice has been given of its intention to do such work, provided however, in the case of an emergency, any such work may be immediately performed after such advance notice to either Bramalea or Downey, as applicable, as is practicable under the circumstances. Bramalea and Downey agree that all such installation, maintenance, repair, replacement, relocation or removal shall be performed in a manner which causes as little disturbance to the Parties and their Permittees as may be practicable under the circumstances. Any portions of a Party's land or improvements which may have been excavated, damaged or otherwise disturbed as a result of such work shall be promptly restored, at the full cost and expense of either Bramalea or Downey, as applicable, doing such work, to a condition as good as existed prior to the commencement of such work. After the -6- WP1\WI\BRAMAAGT 061488 Integration of the Parking Structures, the costs of maintenance of the Utility Facilities shall be Maintenance Costs. 2.4 Cross Easements for Support. Bramalea and Downey hereby grant to each other reciprocal easements, licenses and rights of entry, use and maintenance of any foundations or footings of either the Bramalea Parking Structure or the Downey Parking Structure which are also utilized by the other Parking Structure for footings or support pursuant to the Parking Structure Plans. 2.5 Indemnification. Bramalea, Downey and any Lot 7 Transferee shall indemnify, defend and hold all Parties harmless from all claims, costs, obligations, damages, expenses (including attorneys' fees) and liabilities arising from the death or accident, injury, loss or damage, and any cost to, any natural person or to the property of any person, incurred in connection with or resulting from the exercise of such easement, license, or right of entry and use, unless the same is occasioned by the indemnified Party's negligence or intentional tort. 3. Construction of the Parking Structure and Payment of Costs. 3.1 Construction by Downey. Downey, at Downey's sole cost and expense (except as provided in a separate agreement between Downey and Bramalea), shall construct the Downey Parking Structure and ancillary improvements located on the Downey Parking Structure Lot in accordance with the Parking Structure Plans. The Downey Parking Structure shall initially contain not less than One Thousand Twenty (1020) parking spaces. The Downey Parking Structure's footings shall be installed as required by the Parking Structure Plans to provide partial support for the Bramalea Parking Structure. Downey shall complete all work specified in this Section 3.1 no later than the date of issuance of the Certificate of Occupancy for the Downey Office Building. 3.2 Construction by Bramalea. Bramalea, at Bramalea's sole cost and expense, shall construct the Bramalea Parking Structure and all ancillary improvements located on the Bramalea Parking Structure Lot in accordance with the Parking Structure Plans. The Bramalea Parking Structure shall initially contain not less than Eight Hundred Eighty -Eight (888) parking spaces. Bramalea shall, at its sole cost and expense, carry out all work required to Integrate the Parking Structures pursuant to the Parking Structure Plans. Bramalea shall complete all work specified in this Section 3.2 no later than the issuance of a Certificate of Occupancy for the Bramalea Office Building. -7- WP1\WI\BRAMAAGT 061488 3.3 General Construction Provisions. Bramalea and Downey agree to perform all work on the Parking Structures and ancillary improvements upon the following terms and conditions: 3.3.1 Take all safety measures reasonably required to protect each of the Parties and their Permittees and the property of each from injury or damage caused by or resulting from such construction; and 3.3.2 Indemnify, defend and hold all Parties and the other Parties' property free, clear and harmless from and against any and all mechanic's, materialmen's and laborer's liens arising out of work performed, material furnished or obligations incurred by said Party in connection with the construction of any Parking Structure and any ancillary improvements; and 3.3.3 Indemnify, save and hold the other Parties and the other Parties' property, free, clear and harmless from any and all liabilities, losses, costs, charges, penalties, obligations, expenses, reasonable attorneys' fees, litigation, judgments, damages, claims and demands of any kind whatsoever in connection with, arising out of, or by reason of any injury or damage however occurring to any person or persons whomsoever (including the Constructing Party, its agents, employees, servants, contractors or licensees) or to property of any kind whatsoever and to whomsoever belonging, (including the construct- ing Party, its agents, employees, servants and contractors) from any cause or causes whatsoever while performing its obligations under this Section 3. 3.4 Alterations to Parking Structures. Either Bramalea or Downey may, without the consent of the other, make changes and alterations in the striping of parking spaces and driveways in its respective Parking Structure after the Integration of the Parking Structures so long as such changes (a) do not alter the flow of traffic as it existed at the time the Parking Structures were Integrated or as later changed with the agreement of both Bramalea and Downey, (b) do not reduce the number of parking spaces below those minimum numbers set forth in Sections 3.1 and 3.2, and (c) comply with all governmental codes, rules and regulations and the approval of all applicable governmental agencies is obtained. 4. Operation and Maintenance of the Parking Struc- tures. 4.1 Operation of Integrated Parking Structure. Following the Integration of the Parking Structures, the parking systems and general maintenance of the Integrated Parking -8- WP1\WI\BRAMAAGT 061488 Structure shall be operated by a third party parking contractor selected by the mutual approval of Downey and Bramalea on written terms and conditions as shall be mutually approved by Downey and Bramalea. The fees of such third party contractor shall be a Maintenance Cost of the Integrated Parking Structure. The location of driveways and aisles for flow of traffic and the size, location and number of parking spaces shall not be modified without the prior agreement of both Downey and Bramalea. 4.2 Shared Obligations of Bramalea and Downey. Bramalea and Downey shall pay their Allocable Share for the Maintenance Costs of the Integrated Parking Structure and Bramalea and Downey shall be allocated their Allocable Share of all proceeds resulting from operations following the Integration of the Parking Structures. Payments made to Bramalea or Downey from their respective Permittees on account of any "Reserved Parking Spaces" or "Monthly Parking Spaces" (both as defined in Section 4.3) shall be excluded in the determination of proceeds of operation and shall be the separate property of the person receiving them. Downey shall also be solely entitled to all revenues resulting from payments for Reserved and Monthly Parking Spaces from Lot 7 Office Permittees. Prior to the Integration of the Parking Structures, Bramalea and Downey shall be solely responsible for all costs and expenses, and shall be solely entitled to all revenues, resulting from the operation of their respective Parking Structures. The Integrated Parking Structure shall be maintained in good order, condition and repair, consis- tent with the level of maintenance of similar improvements associated with first class office buildings in Orange County, California. 4.3 Allocation of Reserved Parking Spaces and Monthly Parking Spaces. "Following the Integration of the Parking Structure, Downey shall be entitled to designate for the use of its Permittees (a) up to ten percent (10%) of the "Downey Base Number" of parking spaces (as defined below) for the exclusive parking uses of such Permittees ("Downey Reserved Spaces") and (b) up to ninety percent (90%) of the Downey Base Number of Parking Spaces for the non-exclusive unreserved parking use of such Permittees (the "Downey Monthly Parking Spaces"). The Downey Base Number shall be calculated from time to time by Downey by subtracting from the total number of spaces in the Downey Parking Structure the number eighty (80) which represents the "Lot 7 Parking Spaces" (as defined in Section 4.4 below). Bramalea shall be entitled to designate for the use of its Permittees up to ten percent (10%) of the "Bramalea Base Number" of parking spaces (as defined below) for the exclusive parking uses for its Permittees ("Bramalea Reserved Spaces") and (c) up to ninety percent (90%) of the Bramalea Base Number of Parking Spaces for the non-exclusive unreserved parking use of such Permittees (the "Bramalea Monthly Parking Spaces"). The Bramalea Base Number is the total number of parking spaces located in the -9- WP1\WI\BRAMAAGT 061488 Bramalea Parking Structure. Downey's right to designate Downey Reserved Spaces and Bramalea's right to designate Bramalea Reserved Spaces shall be restricted to those spaces within the Parking Structure owned by such party. Prior to a sale of Lot 7 to any Lot 7 Transferee, Downey and Bramalea may change the number of Lot 7 Parking Spaces from time to time which shall change the Downey Base Number, by recording a written agreement executed by Downey and Bramalea to such effect with the orange County Recorder's Office. After the sale of Lot 7 to a Lot 7 Transferee the number of Lot 7 Parking Spaces may only be changed by written agreement between Downey, Bramalea and the Lot 7 Transferee. 4.4 Spaces Reserved for Downey Lot 7 4.4.1 The Parties acknowledge that the Permittees of the owner of Downey Lot 7 (the "Lot 7 Permittees") shall be entitled to use the number of spaces set forth in Section 4.3 above (the "Lot 7 Parking Spaces"). Any Lot 7 Permittees associated with any retail or commercial use of Downey Lot 7 except for Lot 7 retail and commercial tenants and their employees, ("Lot 7 Retail Permittees") as opposed to any Permittees associated with the use of Downey Lot 7 as office space ("Lot 7 Office Permittees") shall be allowed no more than two (2) hours of free parking; all Lot 7 Retail Permittees who use the Integrated Parking Structure for over two (2) hours at a time shall be required to pay for the excess time at regular visitor parking rates and if a health club occupies all or part of Downey'Lot 7, such an operation shall not be allowed to validate parking for its Lot 7 Retail Permittees for more than two (2) hours. However, if Lot 7 Retail Permittees overburden the use of the Integrated Parking Structure, Downey and Bramalea will mutually impose additional systems which shall enable Downey and Bramalea to mutually restrict the usage by the Lot 7 Retail Permittees, together with any other Lot 7 Office Permittees, to no more than the maximum Lot 7 Parking Spaces allocated to the use of the Lot 7 Permittees. 4.4.2 If the improvements on Downey Lot 7 are used for office purposes or a combination of office and retail purposes, the number of Lot 7 Parking Spaces shall continue to be that number set forth in Section 4.3 hereof. Downey shall have the right to allocate between Lot 7 Office Permittees and Lot 7 Retail Permittees a pro rata portion of the Lot 7 Parking Spaces equal to the ratio of square footage used for office space and for other uses. No more than ten percent (10%) of the Lot 7 Parking Spaces thereby allocated to Lot 7 Office Permittees shall be Reserved Parking Spaces and no more than ninety percent (90%) of the Lot 7 Parking Spaces thereby allocated to Lot 7 Office Permittees shall be Monthly Parking Spaces. Any payments made by Lot 7 Office Permittees for Reserved Parking Spaces and Monthly Parking Spaces shall be the -10- WP1\WI\BRAMAAGT 061488 sole property of Downey and shall not be included in calculating the proceeds of operating the Integrated Parking Structure. 4.5 Parking Systems and Rules. Downey and Bramalea shall install a system which shall permit monitoring of the usage of the Integrated Parking Structure by the Lot 7 Retail Permittees and also by the other Permittees of the Parties. Downey and Bramalea shall adopt rules to govern the use of the Integrated Parking Structure and shall also adopt methods to enforce such rules. 4.6 Common Area Liability Insurance. 4.6.1 Effective upon the completion of the Integration of the Parking Structures, Bramalea and Downey shall procure and maintain in full force and effect a policy or policies of public liability insurance, including comprehensive coverage, covering the Integrated Parking Structure. Such policy or policies shall be carried with a financially responsible in- surance company, shall insure against claims for personal injury, death and property damage occasioned by occurrences occurring in or about the Integrated Parking Structure, shall provide that the same may not be cancelled or reduced in amount or scope of coverage without at least thirty (30) days' prior written notice being given by the insurer to Bramalea and Downey, shall name all the Parties as additional insureds and shall have an insurance limit of not less than $5,000,000 and a deductible of not more than $25,000.00 or as otherwise agreed by Bramalea and Downey. 4.6.2 The cost of the liability insurance described in Section 4.6.1 shall be part of the Maintenance Costs. 4.7 Common Area Fire Insurance. 4.7.1 Effective upon the completion of the Integration of the Parking Structures, Bramalea and Downey shall procure and maintain in full force and effect a policy or policies of fire and extended coverage insurance (including earthquake insurance if Bramalea and Downey agree), for the In- tegrated Parking Structure in an amount equal to the replacement cost thereof (exclusive of the cost of excavation, foundations and footings, where applicable) and without deduction for depreciation. Such policy or policies shall insure against loss or damage from all causes that are from time to time included as coverage risks under standard insurance industry practice within the classification of fire and extended coverage, shall name Bramalea and Downey as insureds and shall provide that the same may not be cancelled or reduced in amount or scope of coverage without at least thirty (30) days prior written notice being given by the insurer to both Bramalea and Downey. In the event that any of such policies shall have a clause whereby any -11- WP1\WI\BRAMAAGT 061488 proceeds payable thereunder shall be payable to a Mortgagee, Bramalea and Downey agree that any and all rights of any Mortgagees shall be subject to the provisions of Sections 4.10 and 4.11 hereof. 4.7.2 The costs of the fire and extended coverage insurance described in Section 4..7.1 shall be added to the Maintenance Costs. 4.7.3 Fire and extended coverage insurance proceeds from any casualty shall be paid into the Reconstruction Trust Account (as defined below) and said proceeds shall be used by Downey and Bramalea to restore any damaged or destroyed improvements to a condition as good as the condition of said improvements prior to such damage or destruction. 4.8 pdiustments to Insurance Coverage. The amounts of insurance coverage described in Section 4.6 shall be increased every fifth (5th) year by the commensurate increase in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for Urban Wage Earners and Clerical Workers, Los Angeles -Long Beach -Anaheim (1967=100), "All Items" rounded to the nearest $100,000.00. 4.9 Release of Liabilities and Waiver of Subroga- tion. Each Party hereby waives all rights of recovery and causes of action and releases the Parties from any and all liability, loss and damage occasioned to the property of each Party located within the Downey Parking Structure Lot, the Bramalea Parking Structure Lot, the Integrated Parking Structure, and Downey Lot 7, which losses and damages are the type covered under policies of fire and extended coverage insurance, irrespective of any negligence on the part of any such Party. All policies obtained by each Party shall provide, to the extent that the same is available under the policies or by endorsement, for waivers of any right of subrogation the insurer of such Party may otherwise acquire against any other Party by virtue of the payment by such insurer as the result of any liability, loss or damage. 4.10 Restoration After Damage and Destruction. The Parties acknowledge that the Master Declaration contains certain provisions requiring the reconstruction of the permanent structures built upon the Downey Lots and the Bramalea Lots upon the total or partial destruction of such structures. So long as the Master Declaration requires the reconstruction of the structures, the Parties agree that the Integrated Parking Structure, if partially or totally destroyed, shall be rebuilt. The Parties shall commence to rebuild and restore the Integrated Parking Structure to the condition it was in prior to such damage and destruction in compliance with the schedule required by the Master Declaration. -12- WP1\WI\BRAMAAGT 061488 4.11 Procedures for Reconstruction and Restoring. 4.11.1 Establishment of Reconstruction Trust Account. All insurance proceeds obtained, if any, at the time of any partial or total destruction of the Integrated Parking Structure, from insurance policies held by Bramalea and Downey shall be deposited into a Reconstruction Trust Account established with a national bank or trust company with an office in Orange County, California (the "Reconstruction Trust Account"). Such bank or trust company shall be the trustee of the Reconstruction Trust Account and shall be subject to the reasonable approval of all first Mortgagees. 4.11.2 Disbursement of Reconstruction Trust Account Funds. The funds within the Reconstruction Trust Account shall be applied only to the costs of restoration, repair, replacement, rebuilding or alterations, including the costs of temporary repairs and for the protection of property pending the completion of permanent restoration, repairs, replacements, rebuilding or alterations pursuant to plans approved by Bramalea and Downey and all first Mortgagees. The funds shall be disbursed from the Reconstruction Trust Account in installments by the trustee thereof as construction progresses. Ten percent (10%) of the cost of reconstruction shall be withheld and shall be paid after the completion of all work and the expiration of all applicable lien periods and proof that the Integrated Parking Structure and the Parking Structure Lots are free from mechanics' and materialmen's liens. Payments shall be made by the trustee on presentation of certificates or vouchers from the architect or engineer selected by Bramalea and Downey and reasonably approved by all Mortgagees. The expenses and charges of the architect or engineer retained by Bramalea and Downey shall be paid by the trustee out of the Reconstruction Trust Fund. 4.11.3 Shortfall in Reconstruction Funds. If the sums held by the trustee are not sufficient to pay the actual cost of reconstruction, Bramalea and Downey, in accordance with their Allocable Shares determined prior to such damage or destruction, shall deposit the amount of the deficiency with the trustee within twenty (20) days after the request by the trustee indicating the amount of the deficiency, which request shall be made by the trustee promptly after it is determined there will be a deficiency. 4.11.4 Other Reconstruction Provisions. Any undisbursed funds remaining unused by Bramalea and Downey after complying with the provisions of this Section 4.11 shall be delivered to Bramalea and Downey or to their Mortgagees. All actual costs and charges of the trustee shall be paid by Bramalea and Downey. If the trustee resigns, or for any reason is unwilling to act or continue to act, Bramalea and Downey shall -13- WP1\WI\BRAMAAGT 061488 substitute a new trustee in the place of the designated trustee. The new trustee must be a national bank or trust company with an office in Orange County selected by Bramalea and Downey and reasonably acceptable to all first Mortgagees. If there is any disagreement among Mortgagees concerning the approval of a trustee or the approval of any architect or engineer, the Mortgagee whose lien on either Parking Structure was recorded first, acting with reasonableness and in good faith, shall have the sole authority to approve the selection of such trustee by Bramalea and Downey. The Parties shall promptly execute all documents and perform all acts reasonably required by the trustee to perform its obligations under this Section. Bramalea and Downey shall arrange the terms of any Mortgage which encumbers either Parking Structure Lot so that such Mortgage will allow the use of the insurance proceeds in a manner consistent with the provisions of this Agreement, allowing, among other things, for the deposit of insurance proceeds into the Reconstruction Trust Account and the use of such funds in accordance with the provisions of this Section 4.11. 4.12 Condemnation. 4.12.1 Distribution of Condemnation Award. In the event of the condemnation of the Integrated Parking Structure or any part thereof ("Condemnation"), the provisions of this Section 4.12 shall apply, notwithstanding any provision of any judgment, verdict or order to the contrary. Any award made for a Condemnation of any part of the Integrated Parking Structure shall be paid to Bramalea and Downey in accordance with their respective property interests taken. 4.12.2 Repair Following Partial Condemna- tion. If any part of the Integrated Parking Structure is taken resulting in the material inability of Bramalea and Downey to use the Integrated Parking Structure without repair and adaptation, Bramalea and Downey shall, on or before ninety (90) days after the physical possession of the portion of the Integrated Parking Structure taken in Condemnation is transferred to the condemning authority, commence the restoration and reconstruction of the Integrated Parking Structure and shall diligently and continuously restore the Integrated Parking Structure to a first class usable condition. Bramalea and Downey shall pay to the Reconstruction Trust Account, established pursuant to the provisions of Section 4.11, within such ninety (90) day period (a) Bramalea's and Downey's share of any Condemnation award and (b) any additional funds required to repair the Integrated Parking Structure in proportion to Bramalea's Allocable Share and Downey's Allocable Share. If the full amount of the awards is not needed, Bramalea and Downey shall contribute so much of such award funds as is required in the same proportions as their Allocable Shares. If the award of Bramalea or Downey is thereby exhausted, all further funds shall be contributed prorata from -14- WP1\WI\BRAMAAGT 061488 the awards of the other Party to the full extent of such award. If additional funds are required in excess of the amount of the awards, Bramalea and Downey shall contribute the required funds in the same proportion as their Allocable Shares. For purposes of allocating any award under this Section 4.12.2, the Allocable Shares of Bramalea and Downey shall be determined prior to such Condemnation. For purposes of determining the amount to be contributed by Bramalea and Downey beyond the amounts of the awards pursuant to this Section 4.12.2, the Allocable Shares of Bramalea and Downey shall be determined as the Integrated Parking Structure will exist following its restoration. The repair and restoration of the remaining portion of the Integrated Parking Structure shall be completed pursuant to plans approved by Bramalea and Downey and all Mortgagees pursuant to the procedures established in Section 4.11. Bramalea and Downey agree that any Mortgage which will encumber either Parking Structure Lot will contain terms which will be consistent with the provisions of this Agreement concerning rebuilding following Condemnation. Notwithstanding any partial Condemnation, this Agreement shall continue in full force and effect as to any portion of the Integrated Parking Structure remaining after the Condemnation and rebuilding. 4.13 Effects of Transfer on Lot 7 T Lot 7 Transferee shall become a Party to this Agree that any modifications of the rights and duties of Transferee and of Downey under this Agreement shall by the provisions of this Section 4.13. -ansferee. A lent except ,he Lot 7 be controlled 4.13.1 No Rights of Management. The Lot 7 Transferee shall have no right to participate in the management of the Integrated Parking Structure. Without limiting the generality of the foregoing, the Lot 7 Transferee shall have no right to perform any construction work upon the Integrated Parking Structure; maintain, repair, relocate, remove or replace any portion of the Integrated Parking Structure; participate in the selection of the parking contractor; reallocate the number of any parking spaces, alter the ratios of Reserved Parking Spaces and Monthly Parking Spaces and Lot 7 Parking Spaces or determine the location of Reserved Parking Spaces or Monthly Parking Spaces; establish or modify any parking rules; enforce this Agreement by utilizing any self-help remedies which include performing any obligations of a defaulting Party or by making any payment due by a defaulting Party at the cost of the defaulting Party or imposing a lien upon another Party's property (the Lot 7 Transferee may, however, enforce this Agreement by bringing an action in law or equity); or terminate or prevent the termination of this Agreement. 4.13.2 No Right to Revenues or Obligation to Pay Maintenance Costs. The Lot 7 Transferee shall have no right to participate in any of the revenues of any nature arising from -15- WP1\WI\BRAMAAGT 061488 the operation of the Integrated Parking Structure. The Lot 7 Transferee shall have no obligation to pay any Maintenance Costs or to contribute any sums required in order to rebuild or repair the Integrated Parking Structure if destroyed except as may be required pursuant to a separate written agreement between Downey and the Lot 7 Transferee. Downey shall be paid any revenues and Downey shall pay all Maintenance Costs and make other contributions as would otherwise have been allocable to Downey Lot 7. 4.13.3 Other General Provisions. Notwithstanding any of the other provisions of this Section 4.13, The Lot 7 Transferee shall be bound by all other provisions of this Agreement including but not limited to the obligation to indemnify and save the Parties and their respective properties harmless from claims, costs, obligations, damages, expenses (including attorneys' fees and liabilities arising from the death or accident, injury, loss or damage, and any cost to, any natural person or to the property of•any person, incurred in connection with or resulting from the exercise of by the Lot 7 Transferee of any easement, license or right of entry and use, unless the same is occasioned by the indemnified Party's negligence or intentional tort. The Lot 7 Transferee shall take title to Downey Lot 7 subject to the rights of Bramalea and Downey to manage the Integrated Parking Structure and to amend those provisions of this Agreement related to the management of the Integrated Parking Structure without the consent of the Lot 7 Transferee. Further, the Lot 7 Transferee shall also be required to sign any declaration which sets forth such modifications or amendments to this Agreement promptly upon the presentation to it of such declaration pursuant to the provisions of Section 11.3, but in no event shall the Lot 7 Transferee be required to sign any such declaration which reduces the number of Lot 7 Parking Spaces below the amount specified in Section 4.3 hereof. 5. Mortgagee Provisions. Bramalea and Downey shall have the right to encumber their interests in the Parking Structure Lots by Mortgage, provided such Mortgage is subject and subordinate to this Agreement. Bramalea and Downey shall obtain the subordination of any Mortgage encumbering their respective Parking Structure Lots in existence as of the date of the recordation of this Agreement. No breach of this Agreement shall defeat or render invalid the lien of any Mortgage. Any Mortgagee acquiring legal title to a Parking Structure Lot shall be bound by the provisions of this Agreement. 6. Sale/Lease-Back Provisions. The Parties ac- knowledge that a sale of real property followed by the immediate leasing back of the sold property or a portion of it constitutes a financing device and that the lessee of such an arrangement has interests, rights and obligations analogous to those of a mortgagor and the lessor of such an arrangement has interests, -16- WP1\WI\BRAMAAGT 061488 rights and obligations analogous to those of a Mortgagee. The Parties hereby consent to such financing arrangements and agree that the lessee shall be deemed to be a Party to this Agreement and shall have the rights and duties of a Party and shall be primarily responsible for the performance of all provisions of this Agreement. The lessor of such an arrangement shall have all the rights of a Mortgagee under this Agreement. The covenants, conditions, restrictions, easements and agreements hereof shall be binding upon, and effective against, the parties to any lease. 7. Enforcement of Agreement. A Party may bring any proceedings at law or in equity against any Party to enforce the covenants, conditions, restrictions, easements and agreements hereof. Bramalea, so long as it is not in default, and Downey, so long as it is not in default, shall have the right to perform the obligations of a defaulting Party at the cost of the defaulting Party, including, but not limited to, entering upon the defaulting Party's Lot to perform any maintenance or repairs, and making any payment owed by the defaulting Party. Prior to the exercise of any -such rights by Bramalea or Downey, Bramalea and Downey, as applicable, shall deliver to the defaulting Party and any Mortgagee which has requested notices of default a written notice specifying the nature of the default and notifying the defaulting Party that the non -defaulting Party intends to exercise its rights hereunder. The notice shall specify the time within which the default must be cured or, if an extended period of time may be required to cure such default, the time within which the cure must be commenced and thereafter diligently and continuously prosecuted to completion. Any default in the payment of money shall be cured within fifteen (15) days. If the default complained of is not cured within the time set forth, Bramalea or Downey, as the case may be, may exercise any rights under this Agreement and shall send a statement to the defaulting Party of the costs thereby incurred and the amount thereof shall be paid by the defaulting Party within fifteen (15) days of its receipt of such statement together with interest on such amounts from the date of the expenditure at the rate announced by the Bank of America as its "prime rate" plus three percent (3%) but not to exceed the maximum rate permitted by law. If any sums are not paid to Bramalea or Downey, as applicable, within sixty (60) days after the date of the statement, Bramalea or Downey, as applicable, shall have the right to impose a lien upon the defaulting Party's office Building Lot, Parking Structure Lot or Downey Lot 7. Bramalea or Downey, as applicable, may serve written notice upon the defaulting Party representing that Bramalea or Downey, as applicable, has complied with the provisions of this Section. Such notice shall also contain a sufficient description of the nature of the default, the amount owed and a legal description of the defaulting Party's Office Building Lot and Parking Structure Lot or Downey Lot 7. The lien may be imposed by recording a copy of the notice in the Official Records of the County Recorder of Orange County and such notice -17- WP1\WI\BRAMAAGT 061488 shall constitute a lien upon the defaulting Party's property from the date of such recordation. Any such lien shall be subject and subordinate to the lien of any Mortgage now or hereafter covering any portion of the Parking Structure Lots or the Office Building Lots. Such lien shall continue until fully discharged, but in no event longer than five (5) years from the date of recordation, and may be foreclosed in accordance with laws pertaining to the foreclosure of Mortgages without a private power of sale. Such lien shall secure not only the amount stated in the notice, but also the reasonable costs and expenses of enforcing the same, including interest at the rate provided herein and reasonable attorneys fees and court costs. S. Mortgagee Rights to Cure. Any Mortgagee who has recorded its Mortgage in the Official Records of Orange County shall have the right to deliver a written notice to 'the Parties requesting that notices of all defaults be given said Mortgagee. The Mortgagee shall have the right to cure the default in the time periods set forth in such notice, and the Party not in default shall accept such performance by, or at the instigation of, such Mortgagee the same as if the default had been cured by the defaulting Party. 9. Taxes and Assessments. Each Party shall pay or cause to be paid prior to delinquency all taxes and assessments against its own Lot and the improvements and personal property contained thereon; provided, however, that if such taxes or assessments or a portion thereof may be paid in installments such Party may pay the same in installments as and when the same becomes due and payable. The Parties shall not take any position with respect to the payment of taxes which is inconsistent with its separate ownership of each of the two Parking Structure Lots and Downey Lot 7 and the improvements constructed upon such Lots. 10. Office Building Lots and Parking Structure Lots Appurtenant to Each Other. Bramalea and Downey acknowledge that the Bramalea Office Building Lot and the Bramalea Parking Structure Lot are appurtenant to each other. Therefore, without obtaining the prior written consent of Downey, Bramalea shall not convey the Bramalea Office Building Lot or the Bramalea Parking Structure Lot separately from the other. Bramalea and Downey acknowledge that the Downey Office Building Lot and the Downey Parking Structure Lot are appurtenant to each other. Therefore, Downey shall not, without obtaining Bramalea's prior written approval, separately convey the Downey Office Building Lot or the Downey Parking Structure Lot separately from the other. 11. Miscellaneous. 11.1 Force Maj eure. Each Party shall be excused from performing any obligation or undertaking provided in this Agreement (including, without limitation, any act, the nonper- -18- WP1\WI\BRAMAAGT 061488 formance of which would constitute a default hereunder), except any obligation to pay any sum of money under the applicable provisions hereof, in the event, and only for so long as, the performance of any such obligation is prevented or delayed by acts of God, fire, earthquake, floods, explosion, actions of the elements or invasion, insurrection, riots, mob violence, in- ability to procure or general shortage of labor, equipment, facilities, materials or supplies, strikes, walkouts, actions of labor unions, condemnation, laws, order of governmental, civil or military authorities or any other cause not within the control of such Party. 11.2 Notice to the Parties. A•notice, demand, request, consent, approval, designation or other communication which any Party is required or desires to give or make or communicate to any other Party shall be in writing and shall be given or made or communicated by personal delivery or by United States registered or certified mail, addressed, as follows: If to Downey: Downey Savings and Loan Association 21791 Lake Forest Drive, Suite 200 E1 Toro, CA 92630 ATTN: Director of Real Estate With a copy to: Downey Savings and Loan Association 3200 Bristol Street Costa Mesa, CA 92626 ATTN: General Counsel If to Bramalea: c/o Bramalea California Properties, Inc. 3151 Airway Avenue, Ste. N Costa Mesa, CA 92626 ATTN: President With a copy to: Hamilton & Samuels 4000 Mac Arthur Boulevard Suite 5700 Newport Beach, CA 92660 ATTN: Herbert N. Samuels, Esq. A Party may by written notice designate a different address. Any Lot 7 Transferee may also by similar methods deliver notice to the Parties of its address for notices. 11.3 Amendment. This Agreement may be modified or amended, in whole or in part, only with the consent of Bramalea and Downey by a declaration in writing, executed and acknowledged by Bramalea and Downey, duly recorded in the Office of the County Recorder of the County of Orange, State of California, and the consent of the Lot 7 Transferee shall not be required. The provisions of this Agreement are for the exclusive benefit of the -19- WP1\WI\BRAMAAGT 061488 Parties and not for the benefit of any third person. It is expressly understood and agreed that no modification or amendment, in.whole or in part, shall require any consent or approval on the part of any person other than Bramalea or Downey. 11.4 No Partnership or Joint Venture. Neither anything in this Agreement nor any acts of the Parties shall be deemed by the Parties or any third person to create the relation- ship of principal and agent, or of partnership, or of joint venture, or of any association between the Parties. 11.5 Successors. This Agreement shall be binding upon and inure to the benefit of the respective Parties and their respective successors and assigns. It is agreed that all provisions of this Agreement shall be binding upon and enforceable by a Party only during the periods in which each is a Party. 11.6 Severability. If any provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each provision of this Agreement shall be valid or enforceable to the fullest extent permitted by law. 11.7 Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of California. 11.8 Release of a Party on Transfer. If a Party sells, transfers or otherwise conveys (collectively "Transfer") its interest in all Lots belonging to it in a manner which is not in violation of this Agreement, such Party shall be released from all future obligations accruing after the date of such Transfer but shall not be released from any obligations accruing through the date of such Transfer. The Transferring Party shall give notice to the other Party of its Transfer. Any Transferee shall be deemed to have automatically assumed all obligations imposed by this Agreement to be performed from and after the date of the Transfer. 11.9 Covenants Run with the Land. It is intended that the covenants, easements, agreements, promises and duties of each Party as set forth in this Agreement shall be construed as covenants and not as conditions and that to the fullest extent legally possible, all covenants shall run with the land or constitute equitable servitudes as between the Lot of the covenantor, as the servient tenement, and the Lot of the cove- nantee, as the dominant tenement. 11.10 Rights Appurtenant. It is intended that any and all rights, licenses and benefits granted hereunder shall be appurtenant to the particular Lot which shall be benefitted -20- WP1\WI\BRAMAAGT 061488 thereby and shall, therefore, pass with the ownership of said Lot. 11.11 Attorneys' Fees. In the event at any time during this Agreement any Party shall institute any action or proceeding against any other Party relating to the provisions of this Agreement or any default hereunder, then in such event the unsuccessful Party in such action or proceeding agrees to reimburse the prevailing Party therein for the reasonable expenses and attorneys' fees incurred therein by the prevailing Party. 11.12 Term of Agreement. This Agreement shall continue for an indefinite term until terminated by the mutual written agreement of Downey and Bramalea. No consent shall be required from any Lot 7 Transferee and it shall have no right to prevent termination by Bramalea and Downey. Upon any termination, a memorandum of termination, signed by Downey and Bramalea, shall be recorded in the Official Records of Orange County. IN WITNESS WHEREOF, each Party has duly authorized its officers to execute this Parking Structure and Reciprocal Rights Agreement and Grant of Easements as of the day and year first above written. DOWNEY SAVINGS AND LOAN ASSOCIA- TION, a California corporation By: By: "Downey" BRAMALEA CALIFORNIA PROPERTIES, INC., a California corporation By: By: Its: -21- WP1\WI\BRAMAAGT 061488 "Bramalea" List of Exhibits Exhibit A: Plot Plan showing the Downey Parking Structure Lot, the Downey Office Building Lot, the Downey Retail Lot, the Bramalea Parking structure Lot, the Bramalea Office Building Lot, the location of the Integrated Parking Structure, the location of a proposed elevator in the Downey Parking struc- ture Common and the location of all ancillary improvements. STATE OF CALIFORNIA ) ss. COUNTY OF ) On , 1988, before me, the undersigned, a Notary Public in and for said State personally appeared and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as and , on behalf of Downey Savings and Loan Association, the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. WITNESS, my hand and official seal. Signature STATE OF CALIFORNIA ) ss. COUNTY OF ) SEAL On , 1988, before me, the undersigned, a Notary Public in and for said State personally appeared and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as and , on behalf of Bramalea California Properties, Inc., the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. WITNESS, my hand and official seal. Signature -23- WPl\WI\BRAMAAGT 061488 SEAL QDOWNEY SAVINGS September 21, 1988 Via Messenger i Javier Garcia Associate Planner / City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92658 Re: Certificate of Occupancy 501 Bayview Circle Downey Parking Structure Dear Mr. Garcia: Enclosed, please find one copy of Parking Structure and Reciprocal Rights Agreement and Grants of Easement conformed by the Official Records of Orange County, California, recorded September 21, 1988, and one copy of Newport Beach Lot Line Adjustment 827-2, conformed by Orange County Recorder's Office. Should you have any questions with regard to the enclosed, please contact the undersigned. Very truly yours, LAURA B. STEELE Associate Counsel and Assistant Secretary LBS/rw Enclosures cc: Paul Medina, City of Newport Beach (w/enclosures) Bill Thurston (w/o enclosures) Dick Andrews (w/enclosures) DOWNEY SAVINGS AND LOAN ASSOCIATION Corporate Headquarters. 3501 Jamboree Road - P.O. Box 6000 — Newport Beach, Callfornia 92658 - 744/549.8814 Cr y1iD h1HIL TO: U h0RElUidl1"U CIT't CLERK Not #RNj NEWPORT BEA CITY OF NEWPORT BEACH Compareed Ej) Cop LOT LINE ADJUSTMENT t�98Li� 13IDVj1EW A•7.3 A3300 NewportwBeachort BlCA 92663Box 1768 With Origjpa� NO. 6'7-2 TicorTitle MORSE CONSULTING GROUP $11.00 Insurcrce Agent for C12 g Santa Ala, CA Applicant DOWNEY SAVINGS & LOAN ASSOCIATION Phone (714) 730-7117 Address of Property Involved 501 Crystal Bay Drive, Newport Beach, CA Purpose of Application (describe fully) To Adjust the Lot Line between Lots 5 and 6 of Tract No. 12528, M.M. 551/38-41. Zone P-C. Parking Structure RECORD OWNERS: Parcel 1 NAME: BRAMALEA LIMITED Present Use Vacant Parcel—� DOWNEY SAVINGS &•LOAN ASSOCIATION ADDRESS: 100 Corporate Pointe, Suite 160 21791 Lake Forest Drive, P.O. Box 5004 PHONE: Culver City, CA 90230 El Toro, CA 92630 See Exhibit "A" for description hereof and Exhibit "B" for map made a part hereof. OWNER'S AFFIDAVIT I/We hereby certify that '1)I am/we are the record owner(s) of all parcels pro- posed foradjustment by this application, 2) I/we have knowledge of and consent to the filing of his applica ion, 3) the information submitted in connection with this'appli- cation t ue an� fir, t, and 4) I/we consent to the recordation of these documents. V �Y( r malea Limited �//Downey Savin s & }oan Association Signatures of w er s of Signature s -of owners of arcel 1 ' Parcel 2 NOTE: These signatures must be notarized, and the appropriate certificate of acknowledg ment attached by a Notary Public. DO NOT COMPLETE APPLICATION BELOW THIS LINE Date Received Rec'd By Public Works Approval_ Date Filed to /.S- 8 7 Fee Pd. ��S�B 7 Receipt No. Hearing Date l0 .30 8 7 Posting Date Mail Date_ Modifications Committee Action 4/vn ve/ Date Appeal P.C.Hearing P.C. Action C.C. Hearin Approved for Recording CITY OF NEWPORT BEACH RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA -Il 45AM SEP 21,88 CITY ENGINEER �`y Q. ' ✓`�H agora M RECORDING REQUESTED By TICOR TITLE INS. CO, OF CALIF. C.C.Acti'on �8 Date EXHIBIT A LOT LINE ADJUSTMENT N.B.L.LA. • - 87-2 (LEGAL DESCRIPTIONS) B.4.AtilALE4 L/,r7/1E0, ¢¢Z_2d2- OS F�ARC6L / A C,aN.4L7/A/V CO/2R .ZJa�YNE'Y5.4t!iNr.S � . ¢¢2- P62. OG Loan/ Assoc. f�4.4cEG Z PARCEL 1: LOT 5 OF TRACT NO. 12528, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED ON BOOK 551_1 PAGES 38 THROUGH 41 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; EXCEPTING THEREFROM THE EASTERLY 8.40 FEET THEREOF. PARCEL 2• LOT 6 OF TRACT NO. 12528, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 551, PAGES 38 THROUGH 41 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; TOGETHER WITH THE EASTERLY 8.40 FEET OF LOT 5 OF SAID TRACT. GARY W. WAS P-It4P4NEVAY ME OR UNDER MY. SUPERVISION. LAND S ,ICH, L.S. 4693 Ne.4693 (p qTF OF CAO�/ 0 EXHIBIT B LOT LINE ADJUSTMENT (MAP) N.B.L.LA - 8'7- 2 BRq�ALE"4 Lia9/�"Eo ¢42- 262 -05 /�.4RCEG �4 CANA.O/4N CORP. 27own/Ey S"gd/rVgS ¢4P- P6Z - O� �gRCEL 2 <LOAN f -SOC. • DENOTES REMOVE LEAD AND TACK AND TAG "LS 4693" SET IN TOP OF.CURB OFFSET 0.25' INSIDE FRONT LOT CORNERS (ON LOT LINE) 0 DENOTES "SET LEAD AND TACK AND TAG "LS 4693" TO BE SET IN TOP OF CURB OFFSET 0.25' INSIDE FRONT LOT CORNERS (ON LOT LINE) IN- - O0' (d'' 2l0'20'00" R'20.5.00, L 9¢•2t'� 2 (d• 5!0'4500� f{•/40. 00 L /.345•G7') . B (Ll • 2l0' 2� •Gl'J� /E' • 22 7. 50; L - /OSf. -5, ) Fj N56 •cb i:0'E 45.57 VLIt\lam I.• YVt\i Vtt� Yt V• iV!•I ilt . � E56 �� � "� \� tea\• It 0 CA IV Tom' QPQ`I I& LEcr E'/VO L7ENOTG�•5 •EXIST/'GOT �/NE � ,E'N/5T/N�i• LOTL/NE N To B.E' �Gt/fiY.TEO • V bV/ " Al ,v,Ara /w � R4 r 'AV 7-//ESES /5 I( REC'oRo �E�? TR. /2.528��.�-1• S5//.38.4/i -- oF.VorEs AOJU5TE0 LOT G /n/G`- r STATE OF CALIFORNIA Iss. COUNTY OF ll�/LC�-)�Ct—P 64L //� On this � day of in the year 19 i l before me, the undersigned, a Notary Public In and for said State, personally appeared ) personally known to me OFFICIALSEIL DOROTHY L. PALEN e'A NOTARY PuBuc- CALIFORNIA PRINCIPAL OFFICE IN ORANGE COUNTY My commission Exp. Apr. 5, 1989 ACKNOWLEDGMENT—GenerAl—Walrolls Form 233CA—Rev. 5.82 01982 WOLCOTTS, INC. (price class 7) (or proved to me on the basis of satisfactory evidence) to be the person_ whose name_ '&) subscribed to the within instrument, and acknowledged to me that _he_ executed it. WITNESS my hand and official seal. -I Notary Public and for said State. STATE OF CALIFORNIA ®SAFECO COUNTY OF Orange SS. TITILEINSURANCE a On this the 3 rd day of May 19 S 7 , before me, the undersigned, a Notary Public in and for vi said State, personally appeared Samuel E. Haynes _ personally known to e r roved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the Authorized Sioninp�fi4iC IIGYAYnt, and personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the Secretaryof the corporation that executed the within Instrument on behalf of the part- nership that executed the within Instrument, and acknowledged to me that such corporation executed the same as such partner and that such partnership executed the same. m WITNESS my hand at idofficial seal. U) —(� Sigma fe CAT. NO. NNO0737 TO 1945 CA (8-84) (Corporation) STATE OF CALIFORNIA COUNTY OF — OR19,V � } SS. On —% && 1gr7 before said State, p osre nally a eared 72AVI P M 77a personally known to me w to be the person who executed the within instrument as the S g llO,P \/fGG President, end i) the P"Iun Wise of the Corporation that executed the within instrument and acknowledged to me that such corporation executed the within instru- ment pursuant to its by-laws or a resolution of its board of directors. WITNESS my ft�ad and official s Signature,' /C "0 %//���v FOR NOTARY SEAL OR STAMP E :OF:FI7,ALh J TICOR TITLE INSURANCE the undersigned, a Notary Public in and for „�, OFFIC4\L SE.V. IANICE GENELLE NOTARYPUBUC-CAUFORNIA ORANGECOUNTY My Conan. E.p,m, Aug.7, 19C7 (This area for official notarial seat) i'LLAbL(:UIVI= kWot (;0MPbW---d WWI UIVIOC'+ AND RETURN TOW 1�ARRY J31DWELL A•73 RECORDING REQUESTED BY RECORDING REQUESTED BY AND Ticar title TICOR TITLE INS. CO. OF CALIF. WHEN RECORDED MAIL TO: Insurance Hamilton & Samuels Santa Ana, CA RECORDED IN OFFICIAL RECORDS 4000 MacArthur Blvd., Ste. 5700 OF ORANGE COUNTY, CALIFORNIA Newport Beach, CA 92660 i9 6_cc '1145AM SEP 21 '88 Attention: Herbert N. Samuels, Esq. C12 COUNTY RECORDER PARKING STRUCTURE AND RECIPROCAL RIGHTS AGREEMENT AND GRANT OF EASEMENTS �r THIS PARKING STRUCTURE AND RECIPROCAL RIGHTS AGREEMENT AND GRANT OF EASEMENT 'Agreement") is made and entered into as v of the �_ day of L , 1988, by and between DOWNEY SAVINGS AND LOAN ASSOCIATION, a California corporation ("Downey") and BRAMALEA CALIFORNIA PROPERTIES, INC. a California corporation ("Bramalea"). RECITALS ; A. Whereas, Downey is the owner of Lots 3, 6 and 7 of Tract 12528 and Bramalea is the owner of Lots 2 and 5 of Tract 12528, all as shown ca that rap recorded on January 23, 1986 in Book 551 Pages 38 to 41, inclu::ive, of Miscellaneous Record Maps, in the Official Records, Orange County, California, such lots being a part of that commercial development project located in Newport Beach, California which is commonly known as "Bayview" (the "Development Project"), a plot plan of which is shown on Exhibit "A" attached hereto (the "Plot Plan"). B. Whereas, Lot 3 is referred to herein as the "Downey Office Building Lot", Lot 6 is referred to herein as the "Downey Parking Structure Lot" and Lot 7 is referred to herein as "Downey Lot 7" as shown on the Plot Plan (collectively, the "Downey Lots") on which Downey is, as of the date of this Agreement, constructing the "Downey Office Building," the "Downey Parking Structure," and the "Downey Lot 7 Improvements," respectively; C. Whereas, Lot 2 is referred to herein as the "Bramalea Office Building Lot" and Lot 5 is referred to herein as the "Bramalea Parking Structure Lot" as shown on the Plot Plan (collectively, the "Bramalea Lots") and on which Bramalea intends to, but has not commenced as of tho date oL Lh.i5 Agreement, construct the "Bramalea Office Building" and the "Bramalea Parking Structure," respectively. -1- WP1\WI\BRANAAGT 061488 D. Whereas, Downey and Bramalea have determined that it would be mutually advantageous to each of them to construct the Downey Parking Structure and the Bramalea Parking Structure in the configurations as shown in the Parking Structure Plans (as defined below) so that the two Parking Structures after being• joined would service the Bramalea Lots and the Downey Lots in an integrated and more efficient manner; E. Whereas, Downey and Bramalea wish now to provide for the cooperative construction of the Downey Parking Structure and ancillary improvements and the Bramalea Parking Structure and ancillary improvements and for the cooperative operation and maintenance of the Integrated Parking Structure (as defined below) and wish also to create certain covenants, conditions, restrictions, easements and rights.and obligations encumbering the Downey Lots and the Bramalea Lots, which shall run with the. land and inure to the benefit of and be binding upon the successors and assigns of'Bramalea and•Downey hereto; and F. Whereas, Downey and Bramalea wish to clarify that any subsequent owners of Downey Lot 7 shall have no rights of management under this Agreement, but shall become a Party to this Agreement subject to the provisions of this Agreement. Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings: 1.1 "Accounting Period" means any period commenc- ing January 1 and ending on the next following December 31, except the first Accounting Period shall commence on the date that Bramalea completes the Bramalea Parking Structure and a Certificate of Occupancy for the Bramalea Office Building shall have been issued. 1.2 "Allocable Share" means that portion of the Maintenance Cost and other payment obligations allocable to Bramalea and allocable to Downey. The "Allocable Share" for Bramalea and Downey shall be calculated by comparing the actual number of parking spaces located in the Bramalea Parking Structure and Downey Parking Structure to the total number of parking spaces in the Integrated Parking Structure. T;a Allocable Share of Bramalea and Downey may change from time to time as the number of parking spaces change. Any Lot 7 Transferee shall not be responsible for an Allocable Share but Downey shall continue to be responsible for and entitled to any -2- WP1\WI\BRAMAAGT 061488 �I • Allocable Share which would otherwise be attributable to a -Lot 7• Transferee. 1.3 "Bramalea" means Bramalea California Properties, Inc., a California Corporation, and its successors and assigns in the ownership of the Bramalea Parking Structure Lot. 1.4 "Downey" means Downey Savings and Loan Association, a California Corporation, and its successors and assigns in the ownership of the Downey Parking Structure Lot. 1.5 "Integrated Parking Structure" shall refer to (i) the Parking Structures and all areas contained within them after they have been integrated and (ii) all other areas contained within the exterior boundaries of the Downey Parking Structure Lot and the Bramalea Parking Structure Lot, including elevators, stairwells, landscaping, lighting, driveways, street approaches, pedestrian walkways and all related equipment. Bramalea and Downey shall own the fee title only to its respective Parking Structure Lot and the improvements thereon but shall be granted certain easements over the Parking Structure Lot and improvements thereon of the other. 1.6 "Integrating the Parking Structures" means the performance of the work required to join the Downey Parking Structure and the Bramalea Parking Structure pursuant to the Parking Structure Plans so that the two Parking Structures function as a single parking structure. Integrating the Parking Structures shall include, but not be limited to, removing the steel cable barricade of the Downey Parking Structure to allow for the flow -through of traffic between the two Parking Structures and the construction and installation of a passenger elevator in the Downey Parking Structure at the location marked "Elevator Installation" on Exhibit "All to serve the Integrated Parking Structure. The work of Integrating the Parking Structures shall be deemed to be complete upon the final inspection and approval of the work by the applicable governmental agency having authority over the issuance of permits and approvals associated therewith and the issuance of a Certificate of Occupancy for the Bramalea Office Building. 1.7 "Lot 7 Transferee" means any person who acquires the fee simple title to Downey Lot 7 from Downey, and its successors and assigns in the ownership of Downey Lot 7 but does not acquire ownership of the Downey Parking Structure Lot. 1.8 "Maintenance Costs" means all of the reason- able costs and expenses expended during an Accounting Period directly relating to the operation, use, repair and maintenance of the Integrated Parking Structure including all Utility Facilities. Maintenance Costs do not include real property taxes -3- WP1\WI\BRAMAAGT 061488 or assessments for any portion of either of the Parking Structure Lots and improvements thereon. 1.9 "Master Declaration" means the Declaration of Covenants, Conditions and Restrictions for Bayview Commercial Association dated as of February 24, 1986 and recorded on February 28, 1986 as Instrument No. 86-080626 in the Official Records of Orange County, California as amended by that First Amendment to Declaration of Covenants, Conditions and Restric- tions for Bayview Commercial Association dated July 29, 1986 and recorded on August 8, 1986 as Instrument No. 86-352043 in the Official Records of Orange County, California. The Master Declaration imposes upon each Lot and each owner of a Lot in the Development Project certain covenants, conditions and restric- tions which the Parties acknowledge and agree to observe. 1.10 "Mortgagee" means a mortgagee under any mortgage and a trustee and beneficiary under any deed of trust which mortgage or deed of trust (collectively "Mortgage") constitutes a lien on all or any portion of any land of a Party constituting a part of the Downey Parking Structure Lot or the Bramalea Parking Structure Lot. A ground lessor shall be deemed to be a Mortgagee as provided in Section 6 hereof. 1.11 "Parking Structure Plans" means the plans and specifications, whether a single set of plans or a combination of plans, approved by Downey and Bramalea providing for the construction of the Downey Parking Structure and the Bramalea Parking ,Structure and also providing for the Integration of the Parking Structures. ' 1.12 "Party" means Bramalea and Downey and any successors in interest of Bramalea and Downey who acquire title to the Bramalea Parking Structure Lot or the Downey Parking Structure Lot. If Downey conveys Downey Lot 7 to a Lot 7 Transferee, the Lot 7 Transferee and all of its successors and assigns shall also be deemed to be a Party to this Agreement subject to the restrictions and limitations set forth herein. 1.13 "Permittees" means the Parties and their respective tenants, subtenants, concessionaires, and the officers, directors, employees,•agents, contractors, customers, visitors, invitees and licensees of the Parties in the Downey Office Building and the Bramalea office Building and in Downey Lot 7. 1.14 "Utility Facilities" means, without limita- tion, such things as storm and sanitation sewer systems, tem- porary and permanent storm drains, domestic water systems, natural gas systems, electrical systems, fire protection systems, water systems, telephone systems, elevator systems, lighting systems, parking systems and all other utility systems and -4- WP1\WI\BRAMAAGT 061488 0 • facilities reasonably necessary to operate the Integrated Parking Structure and service any improvements or other areas within the Downey Parking Structure Lot or the Bramalea Parking Structure Lot. 2. Easements. Licenses and Rights. 2.1 Access Easements. 2.1.1 Downey Access and Parking Easement. Bramalea hereby grants to Downey, for•use by Downey and its Permittees, and to the Lot 7 Transferee, for use by the Lot 7 Transferee and its Permittees, in common with Bramalea and its Permittees, a non-exclusive easement in, over and across the Bramalea Parking Structure and the Bramalea Parking Structure Lot for ingress and egress for pedestrian and, where allowed, vehicular traffic, and for vehicular parking within the areas• designated for such use (the "Downey Access and Parking Easement"). The Downey Access and Parking Easement, even though presently granted, will not become effective until the Integration of the Parking Structure. 2.1.2 Bramalea Access and Parking Easement. Downey hereby grants to Bramalea, for use by Bramalea and its Permittees and to the Lot 7 Transferee, for use by the Lot 7 Transferee and its Permittees, in common with Downey aad its Permittees, a non-exclusive easement in, over and across the Downey Parking Structure and the Downey Parking Structure Lot for ingress and egress for pedestrian and, where allowed, vehicular traffic, and for vehicular parking within the a3'eas designated for such use (the "Bramalea Access and Parking Easement")., The Bramalea Access and Parking Easement, even though presently granted, will not become effective until the Integration of the Parking Structure. 2.2 Construction, operation and Maintenance Easements. Bramalea and Downey hereby grant to each other and to their respective agents, contractors and representatives, a non- exclusive and reciprocal easement in, over and across the Bramalea Parking Structure Lot and the Downey Parking Structure Lot and all improvements constructed or to be constructed thereon, including without limitation, the.Downey Parking Structure and the Bramalea Parking Structure, for the purpose of constructing, operating and maintaining the Downey Parking Structure, the Bramalea Parking Structure and the Integrated Parking Structure and each'of the other improvements to be constructed by Downey or Bramalea pursuant to the Parking Structure Plans. The construction, operation and maintenance easements hereby granted shall include construction easements as may be reasonably required to Integrate the Parking Structures without substantial interference to the operation of the Downey Parking Structure. -5- WP1\WI\BRAMAAGT 061488 0 • 2.3 Utility Facilities Easements and other Easements. 2.3.1 Grant of Easements. Bramalea and Downey hereby grant to each other reciprocal easements, licenses and rights of entry and use in, under, across and affecting the Downey Parking Structure Lot and the Downey Parking Structure, the Bramalea Parking Structure Lot and the Bramalea Parking Structure for the construction, use, operation, maintenance, repair, and replacement of Utility Facilities. 2.3.2 General Provisions. All Utility Facilities shall be installed in a manner approved by the City of Newport Beach. Except as otherwise provided herein, the -Grantee of any easement, right of entry, use or license (collectively an "Easement") under this paragraph 2.3 shall be responsible for the construction, installation, maintenance and repair of all Utility Facilities and other improvements installed by either of them, respectively, within the areas of the Easements granted, unless the same are maintained by utility companies or governmental agencies. Following the Integration of the Parking Structures the cost of maintenance, repair and replacement thereof shall be a part of Maintenance Costs hereunder. Subject to Bramalea's and Downey's rights to installation, repair, maintenance, replacement, or relocation pursuant to the provisions hereof, both Bramalea and Downey shall be entitled to pave, landscape, and use in any manner not inconsistent with the enjoyment of the Easements granted hereunder that portion of its property subject to the Easements granted hereunder, provided, tliat no buildings, other than the Parking Structures, shall be constructed in, on or upon the area in which an Easement is located. After initial installation is completed, any installatibn, repair, maintenance, replacement, relocation or removal of any Utility Facilities or other improvement that is required to be performed by Bramalea or Downey as a result of its use of such Easement may be performed by either Bramalea or Downey, as applicable, only after two (2) weeks' advance notice has been given of its intention to do such work, provided however, in the case of an emergency, any such work may be immediately performed after such advance notice to either Bramalea or Downey, as applicable, as is practicable under the circumstances. Bramalea and Downey agree that all such installation, maintenance, repair, replacement,•relocation or removal shall be performed in a manner which causes as little disturbance to the Parties and their Permittees as may be practicable under the circumstances. Any portions of a Party's land or improvements which may have been excavated, damaged or otherwise disturbed as a result of such work shall be promptly restored, at the full cost and expense of either Bramalea or Downey, as applicable, doing such work, to a condition as good as existed prior to the commencement of such work. After the -6- WP1\WI\BRAMAAGT 061488 Integration of the Parking Structures, the costs of maintenance of the Utility Facilities shall be Maintenance Costs. 2.4 Cross Easements for Support. Bramalea and Downey hereby grant to each other reciprocal easements, licenses and rights of entry, use and maintenance of any foundations or footings of either the Bramalea Parking Structure or the Downey Parking Structure which are also utilized by the other Parking Structure for footings or support pursuant to the Parking Structure Plans. 2.5 Indemnification. Bramalea, Downey and any Lot 7 Transferee shall indemnify, defend and hold all Parties harmless from all claims, costs, obligations, damages, expenses (including attorneys' fees) and liabilities arising from the death or accident, injury, loss or damage, and any cost to, any natural person or to the property of any person, incurred in connection with or resulting from the exercise of such easement, license, or right of entry and use, unless the same is occasioned by the indemnified Party's negligence or intentional tort. 3. Construction of the Parking Structure and Payment of Costs. 3.1 Construction by Downey. Downey, at Downey's sole cost and expense (except as provided in a separate agreement between Downey and Bramalea), shall construct the Downey Parking Structure and ancillary improvements located on the Downey Parking Structure Lot in accordance with the Parking Structure Plans. The Downey Parking Structure shall initially contain not less than One Thousand Twenty (1020) parking spaces. The Downey Parking Structure's footings shall be installed as required by the Parking Structure Plans to provide partial support for the Bramalea Parking Structure. Downey shall complete all work specified in this Section 3.1 no later than the date of issuance of the Certificate of Occupancy for the Downey Office Building. 3.2 construction by Bramalea. Bramalea, at Bramalea's sole cost and expense, shall construct the Bramalea Parking Structure and all ancillary improvements located on the Bramalea Parking Structure Lot in accordance with the Parking Structure Plans. .The Bramalea Parking Structure shall initially contain not less than Eight Hundred Eighty -Eight (888) parking spaces.' Bramalea shall, at its sole.cost_and expense, carry out all work required to.Integrate the Parking Structures pursuant to the Parking Structure Plans. Bramalea shall complete all work specified in this Section 3.2 no later than the issuance of a Certificate of Occupancy for the Bramalea Office Building. -7- WP1\WI\BRAMAAGT 061488 0 on the Parking following terms 3.3 General Construction Provisions. Bramalea and Downey agree to perform all work Structures and ancillary improvements upon the and conditions: 3.3.1 Take all safety measures reasonably required to protect each of the Parties and their Permittees and the property of each from injury or damage caused by or resulting from such construction; and 3.3.2 Indemnify, defend and hold all Parties and the other Parties' property free, clear and harmless from and against any and all mechanic's, materialmen's and laborer's liens arising out of work performed, material furnished or obligations incurred by said Party in connection with the construction of any Parking Structure and any ancillary improvements; and 3.3.3 Indemnify, save and hold the other Parties and the other Parties' property, free, clear and harmless from any and all liabilities, losses, costs, charges, penalties, obligations, expenses, reasonable attorneys' fees, litigation, judgments, damages, claims and demands of any kind whatsoever in connection with, arising out of, or by reason of any injury or damage however occurring to any person or persons whomsoever (including the Constructing Party, its agents, employees, servants, contractors or licensees) or to property of any kind whatsoever and to whomsoever belonging, (including the construct- ing Party, its agents, employees, servants and contractors) from any cause or causes whatsoever while performing'its obligations under this Section 3. 3.4 Alterations to Parking Structures. Either Bramalea or Downey may, without the consent of the other, make changes and alterations in the striping of parking spaces and driveways in its respective Parking Structure after the Integration of the Parking Structures so long as such changes (a) do not alter the flow of traffic as it existed at the time the Parking Structures were Integrated or as later changed with the agreement of both Bramalea and Downey, (b) do not reduce the number of parking spaces below those minimum numbers set forth in Sections 3.1 and 3.2, and (c) comply with all governmental codes, rules and regulations and the approval of all applicable governmental agencies is obtained. 4. Operation and Maintenance of the Parking Struc- tures. 4.1 Operation of Integrated Parking Stru_c_ Following the Integration of the Parking Structures, the systems and general maintenance of the Integrated Parking -8- WP1\WI\BRAMAAGT 061488 0 • Structure shall be operated by a third party parking contractor selected by the mutual approval of Downey and Bramalea on written terms and conditions as shall be mutually approved by Downey and Bramalea. The fees of such third party contractor shall be a Maintenance Cost of the Integrated Parking Structure. The location of driveways and aisles for flaw of traffic and the size, location and number of parking spaces shall not be modified without the prior agreement of both Downey and Bramalea. 4.2 Shared Obligations of Bramalea and Downey. Bramalea and Downey shall pay their Allocable Share for the Maintenance Costs of the Integrated Parking Structure and Bramalea and Downey shall be allocated their Allocable Share of all proceeds resulting from operations following the Integration of the Parking Structures. Payments made to Bramalea or Downey from their respective Permittees on account of any "Reserved Parking Spaces" or "Monthly Parking Spaces" (both as defined in Section 4.3) shall be excluded in the determination of proceeds of operation and shall be the separate property of the person receiving them. Downey shall also be solely entitled to all revenues resulting from payments for Reserved and Monthly Parking Spaces from Lot 7 Office Permittees. Prior to the Integration of the Parking Structures, Bramalea and Downey shall be solely responsible for all costs and expenses, and shall be solely entitled to all revenues, resulting from the operation of their respective Parking Structures. The Integrated Parking Structure shall be maintained in good order, condition and repair, consis- tent with the level of maintenance of similar improvements associated with first class office buildings in Orange County, California. 4.3 Allocation of Reserved Parking Spaces and Monthly Parking Spaces. "Following the Integration of the Parking Structure, Downey shall be entitled to designate for the use of its Permittees (a) up to ten percent (10%) of the "Downey Base Number" of parking spaces (as defined below) for the exclusive parking uses of such Permittees ("Downey Reserved Spaces") and (b) up to ninety percent (90%) of the Downey Base Number of Parking Spaces for the non-exclusive unreserved parking use of such Permittees (the "Downey Monthly Parking Spaces"). The Downey Base Number shall be calculated from time to time by Downey by subtracting from the total number of spaces in the Downey Parking Structure the number eighty (80) which represents the "Lot 7 Parking Spaces" (as defined in Section 4.4 below). Bramalea shall be entitled to designate for the use of its Permittees up to ten percent (10%) of the "Bramalea Base Number" of parking spaces (as defined below) for the exclusive parking uses for its Permittees ("Bramalea Reserved Spaces") and (c) up to ninety percent (90%) of the Bramalea Base Number of Parking Spaces for the non-exclusive unreserved parking use of such Permittees (the "Bramalea Monthly Parking Spaces"). The Bramalea Base Number is the total number of parking spaces located in the ME WP1\WI\BRAMAAGT 061488 0 Bramalea Parking Structure. Downey's right to designate Downey Reserved Spaces and Bramalea's right to designate Bramalea Reserved Spaces shall be restricted to those spaces within the Parking Structure owned by such party. Prior to a sale of Lot 7 to any Lot 7 Transferee, Downey and Bramalea may change the number of Lot 7 Parking Spaces from time to time which shall change the Downey Base Number, by recording a written agreement executed by Downey and Bramalea to such effect with the Orange County Recorder's Office. After the sale of Lot 7 to a Lot 7 Transferee the number of Lot 7 Parking Spaces may only be changed by written agreement between Downey, Bramalea and the Lot 7 Transferee." 4.4 Spaces Reserved for Downey Lot 7 4.4.1 The Parties acknowledge that the Permittees of the owner of Downey Lot 7 (the "Lot 7 Permittees") shall be entitled to use the number of spaces set forth in Section 4.3 above (the "Lot 7 Parking Spaces"). Any Lot 7 Permittees associated with any retail or commercial use of Downey Lot 7 except for Lot 7 retail and commercial tenants and their employees, ("Lot 7 Retail Permittees") as opposed to any Permittees associated with the use of Downey Lot 7 as office space ("Lot 7 Office Permittees") shall be allowed no more than two (2) hours of free parking; all Lot 7 Retail Permittees who use the Integrated Parking Structure for over two (2) hours at a time shall be required to pay for the excess time at regular visitor parking rates and if a health club occupies all or part of Downey Lot 7, such an operation shall not be allowed to validate parking for its Lot 7 Retail Permitteed for more than two (2) hours. However, if•Lot 7 Retail Permittees overburden the use of the Integrated Parking Structure, Downey and Bramalea will mutually impose additional systems which shall enable Downey and Bramalea to mutually restrict the usage by the Lot 7 Retail Permittees, together with any other Lot 7 Office Permittees, to no more than the maximum Lot 7 Parking Spaces allocated to the use of the Lot 7 Permittees. 4.4.2 If the improvements on Downey Lot 7 are used for office purposes or a combination of office and retail purposes,'the number of Lot 7 Parking Spaces shall continue to be that number set forth in Section 4.3 hereof. Downey shall have the right to allocate between Lot 7 Office Permittees and Lot 7 Retail Permittees a pro rata portion•of the Lot 7 Parking Spaces equal to the ratio of square footage used for office space and for other uses. No more than ten percent (10%) of the Lot 7 Parking Spaces thereby allocated to Lot 7 Office Permittees shall be Reserved Parking Spaces and no more than ninety percent (90%) of the Lot 7 Parking Spaces thereby allocated to Lot 7 Office Permittees shall be Monthly Parking Spaces. Any payments made by Lot 7 Office Permittees for Reserved Parking Spaces and Monthly Parking Spaces shall be the -10- WP1\WI\BRAMAAGT 061488 0 sole property of Downey and shall not be included in calculating the proceeds of operating the Integrated Parking Structure. 4.5 Parkincr Systems and Rules. Downey and Bramalea shall install a system which shall permit monitoring of the usage of the Integrated Parking Structure by the Lot 7 Retail Permittees and also by the other Permittees of the Parties. Downey and Bramalea shall adopt rules to govern the use of the Integrated Parking Structure and shall also adopt methods to enforce such rules. 4.6 Common Area Liability Insurance. 4.6.1 Effective upon the completion of the Integration of the Parking Structures, Bramalea and Downey shall procure and maintain in full force and effect a policy or policies of public liability insurance, including comprehensive coverage', covering the Integrated Parking Structure. Such policy or policies shall be carried with a financially responsible in- surance company, shall insure against claims for personal injury, death and property damage occasioned by occurrences occurring in or about the Integrated Parking Structure, shall provide that the same may not be cancelled or reduced in amount or scope of coverage without at least thirty (30) days' prior written notice being given by the insurer to Bramalea and Downey, shall name all the Parties as additional insureds and shall have an insurance limit of not less than $5,000,000 and a deductible of not more than $25,000.00 or as otherwise agreed by Bramalea and Downey. 4.6.2 The cost of the liability insurance described in Section 4.6.1 shall be part of the Maintenance Costs. 4.7 Common Area Fire Insurance. 4.7.1 Effective upon the completion of the Integration of the Parking Structures, Bramalea and Downey shall procure and maintain in full force and effect a policy or policies of fire and extended coverage insurance (including earthquake insurance if Bramalea and Downey agree), for the In- tegrated Parking Structure in an amount equal to the replacement cost thereof (exclusive of the cost of excavation, foundations and footings, where applicable) and without deduction for depreciation. Such policy or policies shall insure against loss or damage from all causes that are from time to time included as coverage risks under standard insurance industry practice within the classification of fire and extended coverage, shall name Bramalea and Downey as insureds and shall provide that the same may not be cancelled or reduced in amount or scope of coverage without at least thirty (30) days prior written notice being given by the insurer to both Bramalea and Downey. In the event that any of such policies shall have a clause whereby any -11- WP1\WI\BRAMAAGT 061488 proceeds payable thereunder shall be payable to a Mortgagee, Bramalea and Downey agree that any and all rights of any Mortgagees shall be subject to the provisions of Sections 4.10 and 4.11 hereof. 4.7.2 The costs of the fire and extended coverage insurance described in Section 4.7.1 shall be added to the Maintenance Costs. 4.7.3 Fire and extended coverage insurance proceeds from any casualty shall be paid into the Reconstruction Trust Account (as defined below) and said proceeds shall be used by Downey and Bramalea to restore any damaged or destroyed improvements to a condition as good as the condition of said improvements prior to such damage or destruction. 4.8 Adjustments to Insurance Coverage. The amounts of insurance coverage described in Section 4.6 shall be increased every fifth (5th) year by the commensurate increase in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for Urban Wage Earners and Clerical Workers, Los Angeles -Long Beach -Anaheim (1967=100), "All Items" rounded to the nearest $100,000.00. 4.9 Release of Liabilities and Waiver of Suhroga- tion. Each Party hereby waives all rights of recovery and causes of action and releases the Parties from any and all liability, loss and damage occasioned to the property of each Party located within the Downey Parking Structure Lbt, the Bramalea Parking Structure Lot, the Integrated Parking Structure; and Downey Lot 7, which losses and damages are the type covered under policies of fire and extended coverage insurance, irrespective of any negligence on the part of any such Party. All policies obtained by each Party shall provide, to the extent that the same is available under the policies or by endorsement, for waivers of any right of subrogation the insurer of such Party may otherwise acquire against any other Party by virtue of the payment by such insurer as the result of any liability, loss or damage. 4.10 Restoration After Damage and Destruction. The Parties acknowledge that the Master Declaration contains certain provisions requiring the reconstruction of the permanent structures built upon the Downey Lots and the Bramalea Lots upon the total or partial destruction of such structures. So long as the Master Declaration-requires•the.reconstruction of the structures, the Parties agree that the Integrated Parking Structure, if partially or totally destroyed, shall be rebuilt. The Parties shall commence to rebuild and restore the Integrated Parking Structure to the condition it wag in prior to such damage and destruction in compliance with the schedule required by the Master Declaration. -12- WP1\WI\BRAMAAGT 061488 0 4.11 Procedures for Reconstruction and Restoring. 4.11.1 Establishment of Reconstruction Trust Account. All insurance proceeds obtained, if any, at the time of any partial or total destruction of the Integrated Parking Structure, from insurance policies held by Bramalea and Downey shall be deposited into a Reconstruction Trust Account established with a national bank or trust company with an office in Orange County, California (the "Reconstruction Trust Account"). Such bank or trust company shall be the trustee of the Reconstruction Trust Account and shall be subject to the reasonable approval of all first Mortgagees. 4.11.2 Disbursement of Reconstruction Trust Account Funds. The funds within the Reconstruction Trust Account shall be applied only to the costs of restoration, repair, replacement, rebuilding or alterations, including the costs of temporary repairs and for the protection of property pending the completion of permanent restoration, repairs, replacements, rebuilding or alterations pursuant to plans approved by Bramalea and Downey and all first Mortgagees. The funds shall be disbursed from the Reconstruction Trust Account in installments by the trustee thereof as construction progresses. Ten percent (10%) of the cost of reconstruction shall be withheld and shall be paid after the completion of all work and the expiration of all applicable lien periods and proof that the Integrated Parking Structure and the Parking Structure Lots are free from mechanics' and materialmen's liens. Payments shall be made by the tristee'un presentation of certificates or vouchers from the architect or engineer selected by Bramalea and Downey and reasonably approved by all Mortgagees. The expenses and charges of the architect or engineer retained by Bramalea and Downey shall be paid by the trustee out of the Reconstruction Trust Fund. 4.11.3 Shortfall in Reconstruction Funds. If the sums held by the trustee are not sufficient to pay the actual cost of reconstruction, Bramalea and Downey, in accordance with their Allocable Shares determined prior to such damage or destruction, shall deposit the amount of the deficiency with the trustee within twenty (20) days after the request by the trustee indicating the amount of the deficiency, which request shall be made by the trustee promptly after it is determined there will be a deficiency. 4.11.4 Other Reconstruction Provisions. Any undisbursed funds remaining unused by Bramalea and Downey after complying with the provisions of this Section 4.11 shall be delivered to Bramalea and Downey or to their Mortgagees. All actual costs and charges of the trustee shall be paid by Bramalea and Downey. If the trustee resigns, or for any reason is unwilling to act or continue to act, Bramalea and Downey shall -13- WP1\WI\BRAMAAGT 061488 0 substitute a new trustee in the place of the designated trustee. The new trustee must be a national bank or trust company with an office in Orange County selected by Bramalea and Downey and reasonably acceptable to all first Mortgagees. If there is any disagreement among Mortgagees concerning the approval of a trustee or the approval of any architect or engineer, the Mortgagee whose lien on either Parking Structure was recorded first, acting with reasonableness and in good faith, shall have the sole authority to approve the selection of such trustee,by Bramalea and Downey. The Parties shall promptly execute all documents and perform all acts reasonably required by the trustee to perform its obligations under this Section. Bramalea and Downey shall arrange the terms of any Mortgage which encumbers either Parking Structure Lot so that such Mortgage will allow the use of the insurance proceeds in a manner consistent with the provisions of this Agreement, allowing, among other things, for the deposit of insurance proceeds into the Reconstruction Trust Account and the use of such funds in accordance with the provisions of this Section 4.11. 4.12 Condemnation. 4.12.1 Distribution of Condemnation Award. In the event of the condemnation of the Integrated Parking Structure or any part thereof ("Condemnation"), the provisions of this Section 4.12 shall apply, notwithstanding any provision of any judgment, verdict or order to the contrary. Any award made for a Condemnation of any part of the Integrated Parking - Structure shall be paid to Bramalea And Downey in accordance with their respective property.interests, taken. 4.12.2 Repair Following Partial Condemna- tion. If any part of the Integrated Parking Structure is taken resulting in the material inability of Bramalea and Downey to use the Integrated Parking Structure without repair and adaptation, Bramalea and Downey shall, on or before ninety (90) days after the physical possession of the portion of the Integrated Parking Structure taken in Condemnation is transferred to the condemning authority, commence the restoration and reconstruction of the Integrated Parking Structure and shall diligently and continuously restore the Integrated Parking Structure to a first class usable condition. Bramalea and Downey shall pay to the Reconstruction Trust Account, established pursuant to the provisions of Section 4.11, within such ninety (90) day period (a) Bramaleals and Downey's share of any Condemnation award and (b) any additional funds required to repair the Integrated Parking Structure in proportion to Bramaleals Allocable Share and Downey's Allocable Share. If the -full amount of the awards is not needed, Bramalea and Downey shall contribute so much of such award funds as is required in the same proportions as their Allocable Shares. If the award of Bramalea or Downey is thereby exhausted, all further funds shall be contributed prorata from -14- WP1\WI\BRAMAAGT 061488 the awards of the other Party to the full extent of such award. If additional funds are required in excess of the amount of the awards, Bramalea and Downey shall contribute the required funds in the same proportion as their Allocable Shares. For purposes of allocating any award under this Section 4.12.2, the Allocable Shares of Bramalea and Downey shall be determined prior to such Condemnation. For purposes of determining the amount to be contributed by Bramalea and Downey beyond the amounts of the awards pursuant to this Section 4.12.2, the Allocable Shares of Bramalea and Downey shall be determined as the Integrated Parking Structure will exist following its restoration. The repair and restoration of the remaining portion of the Integrated Parking Structure shall be completed pursuant to plans approved by Bramalea and Downey and all Mortgagees pursuant to the procedures established in Section 4.11. Bramalea and Downey agree that any Mortgage which will encumber either Parking Structure Lot will contain terms which will be consistent with the provisions of this Agreement concerning rebuilding following Condemnation. Notwithstanding any partial Condemnation, this Agreement shall continue in full force and effect as to any portion of the Integrated Parking Structure remaining after the Condemnation and rebuilding. 4.13 Effects of Transfer on Lot 7 Transferee. A Lot 7 Transferee shall become a Party to this Agreement except that any modifications of the lights and duties of the Lot 7 Transferee and of Downey under this Agreement shall be controlled by the provisions of this Section 4.13. 4.13.1 No Riahts of Management. The Lot 7 Transferee shall have -no right to participate in the management of the Integrated Parking Structure. Without limiting the generality of the foregoing, the Lot 7 Transferee shall have no right to perform any construction work upon the Integrated Parking Structure; maintain, repair, relocate, remove or replace any portion of the Integrated Parking Structure; participate in the selection of the parking contractor; reallocate the number of any parking spaces, alter the ratios of Reserved Parking Spaces' and Monthly Parking Spaces and Lot 7 Parking Spaces or determine the location of Reserved Parking Spaces or Monthly Parking Spaces; establish or modify any parking rules; enforce this Agreement by utilizing any self-help remedies which include performing any obligations of a defaulting Party or by making any payment due by a defaulting Party at the cost of the defaulting Party or imposing a lien upon another Party's property (the Lot 7 Transferee may, however, enforce this -Agreement by bringing an action in law or equity); or terminate or prevent the termination of this Agreement. 4.13.2 No Right to Revenues or Obligation to Pay Maintenance Costs. The Lot 7 Transferee shall have no right to participate in any of the revenues of any nature arising from -15- WP1\WI\BRAMAAGT 061488 the operation of ti-ie Integrated Parking Struiere. The Lot 7 Transferee shall have no obligation to pay any Maintenance Costs or to contribute any sums required in order to rebuild or repair the Integrated Parking Structure if destroyed except as may be required pursuant to a separate written agreement between Downey and the Lot 7 Transferee. Downey shall be paid any revenues and Downey shall pay all Maintenance Costs and make other contributions as would otherwise have been allocable to Downey Lot 7. 4.13.3 Other General Provisions. Notwithstanding any of the other provisions of this Section 4.13, The Lot 7 Transferee shall be bound by all other provisions of this Agreement including but not limited to the obligation to . indemnify and save the Parties and their respective properties harmless from claims, costs, obligations, damages, expenses (including attorneys' fees and liabilities arising from the death or accident, injury, loss or damage, and any cost to, any natural person or to the property of -any person, incurred in connection with or resulting from the exercise of by the Lot 7 Transferee of any easement, license or right of entry and use, unless the same is occasioned by the indemnified Party's negligence or intentional tort. The Lot 7 Transferee shall take title to Downey Lot 7 subject to the rights of Bramalea and Downey to manage the Integrated Parking Structure and to amend those provisions of this Agreement related to the management of the Integrated Parking Structure without the consent of the Lot 7 Transferee. Further, the Lot 7 Transferee shall also be required to sign any declaration which sets forth such modifications or amendments to this Agreement promptly upon the presentation to it of such declaration pursuant to the provisions of Section 11.31 but in no event shall the Lot 7 Transferee be required to sign any such• declaration which reduces the number of Lot 7 Parking Spaces below the amount specified in Section 4.3 hereof. 5. Mortgagee Provisions. Bramalea and Downey shall have the right to encumber their interests in the Parking Structure Lots by Mortgage, provided such Mortgage is subject and subordinate to this Agreement. Bramalea and Downey shall obtain the subordination of any Mortgage encumbering their respective Parking Structure Lots in existence as of the date of the recordation of this Agreement. No breach of this Agreement shall defeat or render invalid the lien of any Mortgage. Any Mortgagee acquiring legal title to a Parking Structure Lot shall be bound by the provisions of this Agreement. 6. Gale/Lease-Back Provisions. The Parties ac- knowledge that a sale of real property followed by the immediate leasing back of the sold property or a portion of it constitutes a fi-anciag device and that the lessee of such an arrangement has interests, rights and obligations analogous to those of a mortgagor and the lessor of such an arrangement has interests, -16- WP1\WI\BRAMAAGT 061488 rights and obligations analogous to those of a Mortgagee. The Parties hereby consent to such financing arrangements and agree that the lessee shall be deemed to be a Party to this Agreement and shall have the rights and duties of a Party and shall be primarily responsible for the performance of all provisions of this Agreement. The lessor of such an arrangement shall have all the rights of a Mortgagee under this Agreement. The covenants, conditions, restrictions, easements and agreements hereof shall be binding upon, and effective against, the parties to any lease. 7. Enforcement of Agreement. A Party may bring any proceedings at law or in equity against any Party to enforce the covenants, conditions, restrictions, easements and agreements hereof. Bramalea, so long as it is not in default, and Downey, so long as it is not in default, shall have the right to perform the obligations of a defaulting Party at the cost of the defaulting Party, including, but not limited to, entering upon the defaulting Party's Lot to perform any maintenance or repairs, and making any payment owed by the defaulting Party. Prior to the exercise of any such rights by Bramalea or Downey, Bramalea and Downey, as applicable, shall deliver to the defaulting Party and any Mortgagee which has requested notices of default a written notice specifying the nature of the default and notifying the defaulting Party that the non -defaulting Party intends to exercise its rights hereunder. The notice shall specify the time within which the default must be cured or, if an extended period of time may be required to cure such default, the time within which the cure must be commenced and thereafter diligently and continuously prosecuted to completion. Any default in the payment of money shall be cured within fifteen (15) dayd. If the default complained of is not cured within the time set forth, Bramalea or Downey, as the case may be, may exercise any rights under this Agreement and shall send a statement to the defaulting Party of the costs thereby incurred and the amount thereof shall be paid by the defaulting -Party within fifteen (15) days of its receipt of such statement together with interest on such amounts from the date of the expenditure at the rate announced by the Bank of America as its "prime rate" plus three percent (3%) but not to exceed the maximum rate permitted by law. If any sums are not paid to Bramalea or Downey, as applicable, within sixty (60) days after the date of the statement, Bramalea or Downey, as applicable, shall have the right to impose a lien upon the defaulting Party's Office Building Lot, Parking Structure Lot or Downey Lot 7. Bramalea or Downey, as applicable, may serve written notice upon the defaulting Party representing that Bramalea or Downey, as applicable, has complied with the provisions of this Section. Such notice shall also contain a sufficient description of the nature of the default, the amount owed and a ingal description of the defaulting Party's office Building Lot and Parking Structure Lot or Downey Lot 7. The lien may be imposed by recording a copy of the notice in the official Records of the County Recorder of Orange County and such notice -17- WP1\WI\BRAMAAGT 061488 0 shall constitute a lien upon the defaulting Party's property from the date of such recordation. Any such lien shall be subject and subordinate to the lien of any Mortgage now or hereafter covering any portion of the Parking Structure Lots or the Office Building Lots. Such lien shall continue until fully discharged, but in no event longer than five (5) years from the date of recordation, and may be foreclosed in accordance with laws pertaining to the foreclosure of Mortgages without a private power of sale. Such lien shall secure not only the amount stated in the notice, but also the reasonable costs and expenses of enforcing the same, including interest at the rate provided herein and reasonable attorneys fees and court costs. 8. Mortgagee Rights to Cure. Any Mortgagee who has recorded its Mortgage in the Official Records of Orange County shall have the right to deliver a written notice to the Parties requesting that notices of all defaults be given said Mortgagee. The Mortgagee shall have the right to cure the default in the time periods set forth in such notice, and the Party not in default shall accept such performance by, or at the instigation of, such Mortgagee the same as if the default had been cured by the defaulting Party. 9. Taxes and Assessments. Each Party shall pay or cause to be paid prior to delinquency all taxes and assessments against its own Lot and the improvements and personal property contained thereon; provided, however, that if such taxes or assessments or a portion thereof may be paid in installments such Party may pay the same in installments as and when the same becomes due and payable. The Parties shall not'take any position with respect to the payment of taxes which is inbonsistent with its separate ownership of each of the two Parking Structure Lots and Downey Lot 7 and the improvements constructed upon such Lots. 10. Office Building Lots and Parking Structure Lots Appurtenant to Each Other. Bramalea and Downey acknowledge that the Bramalea Office Building Lot and the Bramalea Parking Structure Lot are appurtenant to each other. Therefore, without obtaining the prior written consent of Downey, Bramalea shall not convey the Bramalea Office Building Lot or the Bramalea Parking Structure Lot separately from the other. Bramalea and Downey acknowledge that the Downey Office Building Lot and the Downey Parking Structure Lot are appurtenant to each other. Therefore, Downey•shall not, without obtaining Bramalea's prior written approval, separately convey the Downey Office Building Lot or the Downey Parking Structure Lot separately from the other. 11. Miscellaneous. 11.1 Force Maieure. Each Party shall be excused from performing any obligation or undertaking provided in this Agreement (including, without limitation, any act, the nonper- -18- WP1\WI\BRAMAAGT 061488 A formance of which would constitute a default hereunder), except any obligation to pay any sum of money under the applicable provisions hereof, in the event, and only for so long as, the performance of any such obligation is prevented or delayed by acts of God, fire, earthquake, floods, explosion, actions of the elements or invasion, insurrection, riots, mob violence, in- ability to procure or general shortage of labor, equipment, facilities, materials or supplies, strikes, walkouts, actions of labor unions, condemnation, laws, order of governmental, civil or military authorities or any other cause not within the control of such Party. 11.2 Notice to the Parties. A notice, demand, request, consent, approval, designation or other communication which any Party is required or desires to give or make or communicate to any other Party shall be in writing and shall be given or made or communicated by personal delivery or by United States registered or certified mail, addressed, as follows: If to Downey: Downey Savings and Loan Association 21791 Lake Forest Drive, Suite 200 E1 Toro, CA 92630 ATTN: Director of Real Estate With a copy to: Downey Savings and Loan Association 3200 Bristol Street Costa Mesa, CA 92626 ATTN: General Counsel If to Bramalea: c/o Bramalea California Propdrties, Inc. 3151 Airway Avenue, Ste. N Costa Mesa, CA 92626 ATTN: President With a copy to: Hamilton & Samuels 4000 Mac Arthur Boulevard Suite 5700 Newport Beach, CA 92660 ATTN: Herbert N. Samuels, Esq. A Party may by written notice designate a different address. Any Lot 7 Transferee may also by similar methods deliver notice to the Parties of its address for notices. 11.3 Amendment. This Agreement may be modified or amended, in whole or in part, only with the consent of Bramalea and Downey by a declaration in writing, executed and acknowledged by Bramalea and Downey, duly recorded in the•Office of the County Recorder of the County of orange, State of California, and the consent of the Lot 7 Transferee shall not be required. The provisions of this Agreement are for the exclusive benefit of the -19- WP1\WI\BRAMAAGT 061488 Parties and not for the benefit'of any third person. It is expressly understood and agreed that no modification or amendment, in whole or in part, shall require any consent or approval on the part of any person other than Bramalea or Downey. 11.4 No Partnership or Joint Venture. Neither anything in this Agreement nor any acts of the Parties shall be deemed by the Parties or any third person to create the relation- ship of principal and agent, or of partnership, or of joint venture, or of any association between the Parties. 11.5 Successors. This Agreement shall be binding upon and inure to the benefit of the respective Parties and their respective successors and assigns. It is agreed that all provisions of this Agreement shall be binding upon and enforceable by a Party only during the periods in which each is a Party. 11.6 Severability. If any provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each provision of this Agreement shall be valid or enforceable to the fullest extent permitted by law. 11.7 Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of California. 11.8 Release of a Party on Transfer. If a Party sells, transfers or otherwise conveys (collectively "Transfer") its interest in all Lots belonging to it in a manner which is not in violation of this Agreement, such Party shall be released from all future obligations accruing after the date of such Transfer but shall not be released from any obligations accruing through the date of such Transfer. The Transferring Party shall give notice to the other Party of its Transfer. Any Transferee shall be deemed to have automatically assumed all obligations imposed by this Agreement to be performed from and after the date of the Transfer. 11.9 Covenants Run with the Land. It is intended that the covenants, easements, agreements, promises and duties of each Party as set forth in this Agreement shall be construed as covenants and not as conditions and that to the fullest extent legally possible, all covenants shall run with the land or constitute equitable servitudes as between the Lot of the covenantor, as the servient tenement, and the Lot of the cove- nantee, as the dominant tenement. 11.10 Rights Appurtenant. It is intended that any and all rights, licenses and benefits granted hereunder shall be appurtenant to the particular Lot which shall be benefitted -20- WP1\WI\BRAMAAGT 061488 �v i thereby and shall, therefore, pass with the ownership of said Lot. IP 11.11 Attorneys' Fees. In the event at any time during this Agreement any Party shall institute any action or proceeding against any other Party relating to the provisions of this Agreement or any default hereunder, then in such event the unsuccessful Party in such action or proceeding agrees to reimburse the prevailing Party therein for the reasonable expenses and attorneys' fees incurred therein by the prevailing Party. 11.12 Term of Agreement. This Agreement shall continue for an indefinite term until terminated by the mutual written agreement of Downey and Bramalea. No consent shall be required from any Lot 7 Transferee and it shall have no right to prevent termination by Bramalea and Downey. Upon any termination, a memorandum of termination, signed by Downey and Bramalea, shall be recorded in the Official Records of Orange County. IN WITNESS WHEREOF, each Party has duly authorized its officers to execute this Parking Structure and Reciprocal Rights Agreement and Grant of Easements as of the day and year first above written. WP1\WI\BRAMAAGT 061488 DOWNEY SAVINGS AND LOAN ASSOCIA- TION, a alifoornid /corporat on By %mac, ^�( ���1• f By: "Downey" BRANALEA CALIFORNIA PROPERTIES, INC., a California corporation By: By: -21- List of Exhibits Exhibit A: Plot Plan showing the Downey Parking Structure Lot, the Downey Office Building Lot, the Downey Retail Lot, the Bramalea Parking Structure Lot, the Bramalea Office Building Lot, the location of the Integrated Parking Structure, the location of a proposed elevator in the Downey Parking Struc- ture Common and the location of all ancillary improvements. 3�a EXMBrr "A" 6 Ai� ♦i, �a HtANg1IF11 OFFICE BUILDING LOT ,1.1 y, / 1� •.I, �L�m�ara t ;•I do-_ Gr u Bg PAFICING y r!P„ I STRUCI'URB LOT pp lFW R Sul• � I t 1 5 I _n FF 3 V�Y I I 1 UJ air t I m,.1M°i: DOWN r rig filuai. ' I I I ' STR a gel. I o t I I - ^ � �i it i:.•...i._..I I Ar all/ t BAYyIEW CIRCLE _ _ 2 Ulm 5.225 AC 'err. 3.595 Ac OFFICE BUILDING LOT / .3 } C vi o W'Y%j\ � fi LyNlAi op u'lolb b P,e hao oa 0vo VII, t �• �olY� rl 11 INTEGRATED PARKING STRUCTURE PLOT PLAN EXHIBIT EXMrr "A" ACKNOWLEDGMENT STATE OF CALIFORNIA ) ss. COUNTY OF , 1988, before me, the undersigned, a Notary Public in and for said State personally appeared d,Hv r r> d/.. i)t0QS and _a� AL'E'� In, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as ,` ��;cu: /ice and on behalf of Downey Savings and Loan Association, the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of #s Board of Directors. WITNESS, my hand and official seal. SEAL V OFFICIAL SEAL IOANNE KNUDSEN•PEART kPIN0 A M10L10: CALIFppNN 0(iAHl3E mom STATE OF CALIFORNIA ) MY Comm Ea9im Oa. 10, 1991 ss. COUNTY OF OrT ) On O'LLIL4 I , 1988, before me, the undersigned, a Notary Public in a for said State personally appeared &Lire "i.'0ar k.Qr and jagbasis j*M < , personally known to me (or proved to me on thof sat sfactory evidence) to be the persons who executed the within instrument as EKft. Vice_ Pres;de%%t and Exec.Vrc �d ni , on behalf of Bramalea California Properties, Inc., the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. WITNESS, my hand and official seal. signature 'U, (,i/�Q,&i' SEAL ..•' "' OFFICIAL SEAL DEE WALLIN -23- NOTARY PUBLIC• CALIFORNIA PRINCIPAL OFFICE IN ORANGE COUNTY WP1\WI\BRAMAAGT er?' My Commission Exp Apr. 19, 1992 061488 } 88-479137 �ECORDING REQUESTED BY TICOR TITLE INS. CO. OF CALIF. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Hamilton & Samuels ;oro.b0 4000 MacArthur Blvd., Ste. 5700 C12 Newport Beach, CA 92660 Attention: Herbert N. Samuels, Esq. RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA -1145AM SEP 21 '88 PARKING STRUCTURE AND RECIPROCAL RIGHTS AGREEMENT AND GRANT OF EASPMPNTS THIS PARKING STRUCTURE AND RECIPROCAL RIGHTS AGREEMENT AND GRANT OF EASEMENTS "Agreement") is made and entered into as of the day of 1988, by and between DOWNEY SAVINGS AND LOAN SSOCIATION, California corporation ("Downey") and BRAMALEA CALIFORNIA PROPERTIES, INC. a California corporation ("Bramalea"). R E C I T A L S A. Whereas, Downey is the owner of Lots 3, 6 and 7 of Tract 12528 and Bramalea is the owner of Lots 2 and 5 of Tract 12528, all as shown on that map recorded on January 23, 1986 in Book 551 Pages 38 to 41, inclusive, of Miscellaneous Recdrd Maps, in the Official Records, Orange County, California, such lots being a part of that commercial development project located in Newport Beach, California which is commonly known as "Bayview" (the "Development Project"), a plot plan of which is shown on Exhibit "A" attached hereto (the "Plot Plan"). B. Whereas, Lot 3 is rP.fPrred to herein as the "Downey Office Building Lot", Lot 6 is referred to herein as the "Downey Parking Structure Lot" and Lot 7 is referred to herein as "Downey Lot 7" as shown on the Plot Plan (collectively, the "Downey Lots") on which Downey is, as of the date of this Agreement, constructing the "Downey Office Building," the "Downey Parking Structure," and the "Downey Lot 7 Improvements," respectively; C. Whereas, Lot 2 is referred to herein as the "Bramalea Office Building Lot" and Lot 5 is referred to herein as the "Bramalea Parking Structure Lot" as shown on the Plot Plan (collectively, the "Bramalea Lots") and on which-Bramalea intends to, but has not commenced as of the date of this Agreement, construct the "Bramalea Office Building" and the "Bramalea Parking Structure," respectively. C310 WPl\WI\BRAMAAGT 061488 RECLIVcu e, PLANNING DEPARTMENT CITY OF NEWIPORT BEACH AM AUG 2 0 1991 PM 718190111112aI213141516 A 88-4T913T D. Whereas, Downey and Bramalea have determined that it would be mutually advantageous to each of them to construct the Downey Parking Structure and the Bramalea Parking Structure in the configurations as shown in the Parking Structure Plans (as defined below) so that the two Parking Structures after being joined would service the Bramalea Lots and the Downey Lots in an integrated and more efficient manner; E. Whereas, Downey and Bramalea wish now to provide for the cooperative construction of the Downey Parking Structure and ancillary improvements and the Bramalea Parking Structure and ancillary improvements and for the cooperative operation and maintenance of the Integrated Parking Structure (as defined below) and wish also to create certain covenants, conditions, restrictions, easements and rights and obligations encumbering the Downey Lots and the Bramalea Lots, which shall run with the land and inure to the benefit of and be binding upon the successors and assigns of Bramalea and Downey hereto; and F. Whereas, Downey and Bramalea wish to clarify that any subsequent owners of Downey Lot 7 shall have no rights of management under this Agreement, but shall become a Party to this Agreement subject to the provisions of this Agreement. Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings: 1.1 "Accounting Period" means any period commenc- ing January 1 and ending on the next following December 31, except the first Accounting Period shall commence on the date that Bramalea completes the Bramalea Parking Structure and a Certificate of Occupancy for the Bramalea Office Building shall have been issued. 1.2 "Allocable Share" means that portion of the Maintenance Cost and other payment obligations allocable to Bramalea and allocable to Downey. The "Allocable Share" for Bramalea and Downey shall be calculated by comparing the actual number of parking spaces located in the Bramalea Parking Structure and Downey Parking Structure to the total number of parking spaces in the Integrated Parking Structure. The Allocable Share of Bramalea and Downey may change from time to time as the number of parking spaces change. Any Lot 7 Transferee shall not be responsible for an Allocable Share but Downey shall continue to be responsible for and entitled to any -2- WP1\WI\BRAMAAGT 061488 3 88-479137 Allocable Share which would otherwise be attributable to a Lot 7 Transferee. 1.3 "Bramalea') means Bramalea California Properties, Inc., a California Corporation, and its successors and assigns in the ownership of the Bramalea Parking Structure Lot. 1.4 "Downey" means Downey Savings and Loan Association, a California Corporation, and its successors and assigns in the ownership of the Downey Parking Structure Lot. 1.5 "Integrated Parking Structure" shall refer to (i) the Parking Structures and all areas contained within them after they have been integrated and (ii) all other areas contained within the exterior boundaries of the Downey Parking Structure Lot and the Bramalea Parking Structure Lot, including elevators, stairwells, landscaping, lighting, driveways, street approaches, pedestrian walkways and all related equipment. Bramalea and Downey shall own the fee title only to its respective Parking Structure Lot and the improvements thereon but shall be granted certain easements over the Parking Structure Lot and improvements thereon of the other. 1.6 "Integrating the Parking Structures" means the performance of the work required to join the Downey Parking Structure and the Bramalea Parking Structure pursuant to the Parking Structure Plans so that the two Parking Structures function as a single parking structure. Integrating the Parking Structures shall include, but not be limited to, removing the steel cable barricade of the Downey Parking Structure to allow for the flow -through of traffic between the two Parking Structures and the construction and installation of a passenger elevator in the Downey Parking Structure at the location marked "Elevator Installation" on Exhibit "A" to serve the Integrated Parking Structure. The work of Integrating the Parking Structures shall be deemed to be complete upon the final inspection and approval of the work by the applicable governmental agency having authority over the issuance of permits and approvals associated therewith and the issuance of a Certificate of Occupancy for the Bramalea Office Building. 1.7 "Lot 7 Transferee" means any person who acquires the fee simple title to Downey Lot 7 from Downey, and its successors and assigns in the ownership of Downey Lot 7 but does not acquire ownership of the Downey Parking Structure Lot. 1.8 "Maintenance Costs" means all of the reason- able costs and expenses expended during an Accounting Period directly relating to the operation, use, repair and maintenance of the Integrated Parking Structure including all Utility Facilities. Maintenance Costs do not include real property taxes -3- WP1\WI\BRAMAAGT 061488 88-479137 or assessments for any portion of either of the Parking Structure Lots and improvements thereon. 1.9 "Master Declaration" means the Declaration of Covenants, Conditions and Restrictions for Bayview Commercial Association dated as of February 24, 1986 and recorded on February 28, 1986 as Instrument No. 86-080626 in the Official Records of Orange County, California as amended by that First Amendment to Declaration of Covenants, Conditions and Restric- tions for Bayview Commercial Association dated July 29, 1986 and recorded on August 8, 1986 as Instrument No. 86-352043 in the Official Records of Orange County, California. The Master Declaration imposes upon each Lot and each owner of a Lot in the Development Project certain covenants, conditions and restric- tions which the Parties acknowledge and agree to observe. 1.10 "Mortgagee" means a mortgagee under any r mortgage and a trustee and beneficiary under any deed of trust which mortgage or deed of trust (collectively "Mortgage") constitutes a lien on all or any portion of any land of a Party constituting a part of the Downey Parking Structure Lot or the Bramalea Parking Structure Lot. A ground lessor shall be deemed to be a Mortgagee as provided in Section 6 hereof. 1.11 "Parking Structure Plans" means the plans and specifications, whether a single set of plans or a combination of plans, approved by Downey and Bramalea providing for the construction of the Downey Parking Structure and the Bramalea Parking Structure and also providing for the Integration of the Parking Structures. A, 1.12 "Party" means Bramalea and Downey and any successors in interest of Bramalea and Downey who acquire title to the Bramalea Parking Structure Lot or the Downey Parking Structure Lot. If Downey conveys Downey Lot 7 to a Lot 7 Transferee, the Lot 7 Transferee and all of its successors and assigns shall also be deemed to be a Party to this Agreement subject to the restrictions and limitations set forth herein. 1.13 "Permittees" means the Parties and their respective tenants, subtenants, concessionaires, and the officers, directors, employees, agents, contractors, customers, visitors, invitees and licensees of the Parties in the Downey Office Building and the Bramalea Office Building and in Downey Lot 7. 1.14 "Utility Facilities" means, without limita- tion, such things as storm and sanitation sewer systems, tem- porary and permanent storm drains, domestic water systems, natural gas systems, electrical systems, fire protection systems, water systems, telephone systems, elevator systems, lighting systems, parking systems and all other utility systems and -4- WP1\WI\BRAMAAGT 061488 } 88-479137 j facilities reasonably necessary to operate the Integrated Parking Structure and service any improvements or other areas within the Downey Parking Structure Lot or the Bramalea Parking Structure Lot. 2. Easements, Licenses and Rights. 2.1 Access Easements. 2.1.1 Downey Access and Parking Easement. Bramalea hereby grants to Downey, for use by Downey and its Permittees, and to the Lot 7 Transferee, for use by the Lot 7 Transferee and its Permittees, in common with Bramalea and its Permittees, a non-exclusive easement in, over and across the Bramalea Parking Structure and the Bramalea Parking Structure Lot for ingress and egress for pedestrian and, where allowed, vehicular traffic, and for vehicular parking within the areas designated for such use (the "Downey Access and Parking Easement"). The Downey Access and Parking Easement, even though presently granted, will not become effective until the Integration of the Parking Structure. 2.1.2 Bramalea Access and Parking Easement. Downey hereby grants to Bramalea, for use by Bramalea and its Permittees and to the Lot 7 Transferee, for use by the Lot 7 Transferee and its Permittees, in common with Downey and its Permittees, a non-exclusive easement in, over and across the Downey Parking Structure and the Downey Parking Structure Lot for ingress and egress for pedestrian and, where allowed, vehicular traffic, and for vehicular parking within the areas designated for such use (the "Bramalea Access and Parking Easement"). The Bramalea Access and Parking Easement, even though presently granted, will not become effective until the Integration of the Parking Structure. 2.2 Construction, operation and Maintenance Easements. Bramalea and Downey hereby grant to each other and to their respective agents, contractors and representatives, a non- exclusive and reciprocal easement in, over and across the Bramalea Parking Structure Lot and the Downey Parking Structure Lot and all improvements constructed or to be constructed thereon, including without limitation, the Downey Parking Structure and the Bramalea Parking Structure, for the purpose of constructing, operating and maintaining the Downey Parking Structure, the Bramalea Parking Structure and the Integrated Parking Structure and each of the other improvements to be constructed by Downey or Bramalea pursuant to the Parking Structure Plans. The construction', operation and maintenance easements hereby granted shall include construction easements as may be reasonably required to Integrate the Parking Structures without substantial interference to the operation of the Downey Parking Structure. -5- WP1\WI\BRAMAAGT 061488 88-479137 Easements. 2.3 _Utility Facilities Easements and Other 2.3.1 Grant of Easements. Bramalea and Downey hereby grant to each other reciprocal easements, licenses and rights of entry and use in, under, across and affecting the Downey Parking Structure Lot and the Downey Parking Structure, the Bramalea Parking Structure Lot and the Bramalea Parking Structure for the construction, use, operation, maintenance, repair, and replacement of Utility Facilities. 2.3.2 General Provisions. All Utility Facilities shall be installed in a manner approved by the City of Newport Beach. Except as otherwise provided herein, the -Grantee of any easement, right of entry, use or license (collectively an "Easement") under this paragraph 2.3 shall be responsible for the construction, installation, maintenance and repair of all Utility Facilities and other improvements installed by either of them, respectively, within the areas of the Easements granted, unless the same are maintained by utility companies or governmental agencies. Following the Integration of the Parking Structures the cost of maintenance, repair and replacement thereof shall be a part of Maintenance Costs hereunder. Subject to Bramalea's and Downey's rights to installation, repair, maintenance, replacement, or relocation pursuant to the provisions hereof, both Bramalea and Downey shall be entitled to pave, landscape, and use in any manner not inconsistent with the enjoyment of the Easements granted hereunder that portion of its property subject to the Easements granted hereunder, provided, that no buildings,. other than the Parking structures, shall be constructed in, on or upon the area in which an Easement is located. After initial installation is completed, any installation, repair, maintenance, replacement, relocation or removal of any Utility Facilities or other improvement that is required to be performed by Bramalea or Downey as a result of its use of such Easement may be performed by either Bramalea or Downey, as applicable, only after two (2) weeks' advance notice has been given of its intention to do such work, provided however, in the case of an emergency, any such work may be immediately performed after such advance notice to either Bramalea or Downey, as applicable, as is practicable under the circumstances. Bramalea and Downey agree that all such installation, maintenance, repair, replacement, relocation or removal shall be performed in a manner which causes as little disturbance to the Parties and their Permittees as may be practicable under the circumstances. Any portions of a Party's land or improvements which may have been excavated, damaged or otherwise disturbed as a result of such work shall be promptly restored, at the full cost and expense of either Bramalea or Downey, as applicable, doing such work, to a condition as good as existed prior to the commencement of such work. After the cm WP1\WI\BRAMAAGT 061488 88-479137 Integration of the Parking Structures, the costs of maintenance of the Utility Facilities shall be Maintenance Costs. 2.4 Cross Easements for Support. Bramalea and Downey hereby grant to each other reciprocal easements, licenses and rights of entry, use and maintenance of any foundations or footings of either the Bramalea Parking Structure or the Downey Parking Structure which are also utilized by the other Parking Structure for footings or support pursuant'to the Parking Structure Plans. 2.5 Indemnification. Bramalea, Downey and any Lot 7 Transferee shall indemnify, defend and hold all Parties harmless from all claims, costs, obligations, damages, expenses (including attorneys' fees) and liabilities arising from the death or accident, injury, loss or damage, and any cost to, any natural person or to the property of any person, incurred in connection with or resulting from the exercise of such easement, license, or right of entry and use, unless the same is occasioned by the indemnified Party's negligence or intentional tort. 3. Construction of the Parking Structure and Payment of Costs. 3.1 Construction by Downey. Downey, at Downey's sole cost and expense (except as provided in a separate agreement between Downey and Bramalea), shall construct the Downey Parking Structure and ancillary improvements located on the Downey Parking Structure Lot in accordance with the Parking Structure Plans. The Downey Parking Structure shall initially contain not less than One Thousand Twenty (1020) parking spaces. The Downey Parking Structure's footings shall be installed as required by the Parking Structure Plans to provide partial support for the Bramalea Parking Structure. Downey shall complete all work specified in this Section 3.1 no later than the date of issuance of the Certificate of Occupancy for the Downey Office Building. 3.2 Construction by Bramalea. Bramalea, at Bramalea's sole cost and expense, shall construct the Bramalea Parking Structure and all ancillary improvements located on the Bramalea Parking Structure Lot in accordance with the Parking Structure Plans. The Bramalea Parking Structure shall initially contain not less than Eight Hundred Eighty -Eight (888) parking spaces. Bramalea shall, at its sole cost and expense, carry out all work required to Integrate the Parking Structures pursuant to the Parking Structure Plans. Bramalea shall complete all work specified in this Section 3.2 no later than the issuance of a Certificate of Occupancy for the Bramalea Office Building. -7- WP1\WI\BRAMAAGT 061488 88-479137 3.3 General Construction Provisions. Bramalea and Downey agree to perform all work on the Parking Structures and ancillary improvements upon the following terms and conditions: 3.3.1 Take all safety measures reasonably required to protect each of the Parties and their Permittees and the property of each from injury or damage caused by or resulting from such construction; and 3.3.2 Indemnify, defend and hold all Parties and the other Parties' property free, clear and harmless from and against any and all mechanic's, materialmen's and laborer's liens arising out of work performed, material furnished or obligations incurred by said Party in connection with the construction of any Parking Structure and any ancillary improvements; and 3.3.3 Indemnify, save and hold the other Parties and the other Parties' property, free, clear and harmless from any and all liabilities, losses, costs, charges, penalties, obligations, expenses, reasonable attorneys' fees, litigation, judgments, damages, claims and demands of any kind whatsoever in connection with, arising out of, or by reason of any injury or damage however occurring to any person or persons whomsoever (including the Constructing Party, its agents, employees, servants, contractors or licensees) or to property of any kind whatsoever and to whomsoever belonging, (including the construct- ing Party, its agents, employees, servants and contractors) from any cause or causes whatsoever while performing''its obligations under this Section 3. 3.4 Alterations to Parking Structures. Either Bramalea or Downey may, without the consent of the other, make changes and alterations in the striping of parking spaces and driveways in its respective Parking Structure after the Integration of the Parking Structures so long as such changes (a) do not alter the flow of traffic as it existed at the time the Parking Structures were Integrated or as later changed with the agreement of both Bramalea and Downey, (b) do not reduce the number of parking spaces below those minimum numbers set forth in Sections 3.1 and 3.2, and (c) comply with all governmental codes, rules and regulations and the approval of all applicable governmental agencies is obtained. 4. Operation and Maintenance of the Parking Struc- tures. 4.1 Operation of Integrated Parking Structure. Following the Integration of the Parking Structures, the parking systems and general maintenance of the Integrated Parking WP1\WI\BRAMAAGT 061488 88-479137 Structure shall be operated by a third party parking contractor selected by the mutual approval of Downey and Bramalea on written terms and conditions as shall be mutually approved by Downey and Bramalea. The fees of such third party contractor shall be a Maintenance Cost of the Integrated Parking Structure. The location of driveways and aisles for flow of traffic and the size,, location and number of parking spaces shall not be modified without the prior agreement of both Downey and Bramalea. 4.2 Shared Obligations of Bramalea and Downey. Bramalea and.Downey shall pay their Allocable Share for the Maintenance Costs of the Integrated Parking Structure and Bramalea and Downey shall be allocated their Allocable Share of all proceeds resulting from operations following the Integration of the Parking Structures. Payments made to Bramalea or Downey from their respective Permittees on account of any "Reserved Parking Spaces" or "Monthly Parking Spaces" (both as defined in Section 4.3) shall be excluded in the determination of proceeds of operation and shall be the separate property of the person receiving them. Downey shall also be solely entitled to all revenues resulting from payments for Reserved and Monthly Parking Spaces from Lot 7 Office Permittees. Prior to the Integration of the Parking Structures, Bramalea and Downey shall be solely responsible for all costs and expenses, and shall be solely entitled to all revenues, resulting from the operation of their respective Parking Structures. The Integrated Parking Structure shall be maintained in good order, condition and repair, consis- tent with the level of maintenance of similar improvements associated with first class office buildings in orange County, California. 4.3 Allocation of Reserved Parking Spaces and Monthly Parking Spaces. "Following the Integration of the Parking Structure, Downey shall be entitled to designate for the use of its Permittees (a) up to ten percent (10%) of the "Downey Base Number" of parking spaces (as defined below) for the exclusive parking uses of such Permittees ("Downey Reserved Spaces") and (b) up to ninety percent (90%) of the Downey Base Number of Parking Spaces for the non-exclusive unreserved parking use of such Permittees (the "Downey Monthly Parking Spaces"). The Downey Base Number shall be calculated from time to time by Downey by subtracting from the total number of spaces in the Downey Parking Structure the number eighty (80) which represents the "Lot 7 Parking Spaces" (as defined in Section 4.4 below). Bramalea shall be entitled to designate for the use of its Permittees up to ten percent (10%) of the "Bramalea Base Number" of parking spaces (as defined below) for the exclusive parking uses for its Permittees ("Bramalea Reserved Spaces") and (c) up to ninety percent (90%) of the Bramalea Base Number of Parking Spaces for the non-exclusive unreserved parking use of such Permittees (the "Bramalea Monthly Parking Spaces'l). The Bramalea Base Number is the total number of parking spaces located in the WM WP1\WI\BRAMAAGT 061488 �. 88-479137 Bramalea Parking Structure. Downey's right to designate Downey Reserved Spaces and Bramalea's right to designate Bramalea Reserved Spaces shall be restricted to those spaces within the Parking Structure owned by such party. Prior to a sale of Lot 7 to any Lot 7 Transferee, Downey and Bramalea may change the number of Lot 7 Parking Spaces from time to time which shall change the Downey Base Number, by recording a written agreement executed by Downey and Bramalea to such effect with the Orange County Recorder's Office. After the sale of Lot 7 to a Lot 7 Transferee the number of Lot 7 Parking Spaces may only be changed by written agreement between Downey, Bramalea and the Lot 7 Transferee." 4.4 Spaces Reserved for Downey Lot 7 4.4.1 The Parties acknowledge that the Permittees of the owner of Downey Lot 7 (the "Lot 7 Permittees") shall be entitled to use the number of spaces set forth in Section 4.3 above (the "Lot 7 Parking Spaces"). Any Lot 7 Permittees associated with any retail or commercial use of Downey Lot 7 except for Lot 7 retail and commercial tenants and their employees, ("Lot 7 Retail Permittees") as opposed to any Permittees associated with the use of Downey Lot 7 as office space ("Lot 7 Office Permittees") shall be allowed no more than two (2) hours of free parking; all Lot 7 Retail Permittees who use the Integrated Parking Structure for over two (2) hours at a time shall be required to pay for the excess time at regular visitor parking rates and if a health club occupies all or part of Downey Lot 7, such an operation shall not be allowed to validate parking for its Lot 7 Retail Permitteev for more than two (2) hours. However, if Lot 7 Retail Permittees overburden the use of the Integrated Parking Structure, Downey and Bramalea will mutually impose additional systems which shall enable Downey and Bramalea to mutually restrict the usage by the Lot 7 Retail Permittees, together with any other Lot 7 Office Permittees, to no more than the maximum Lot 7 Parking Spaces allocated to the use of the Lot 7 Permittees. 4.4.2 If the improvements on Downey Lot 7 are used for office purposes or a combination of office and retail purposes, the number of Lot 7 Parking Spaces shall continue to be that number set forth in Section 4.3 hereof. Downey shall have the right to allocate between Lot 7 Office Permittees and Lot 7 Retail Permittees a pro rata portion of the Lot 7 Parking Spaces equal to the ratio of square footage used for office space and for other uses. No more than ten percent (10%) of the Lot 7 Parking Spaces thereby allocated to Lot 7 Office Permittees shall be Reserved Parking Spaces and no more than ninety percent (90%) of the Lot 7 Parking Spaces thereby allocated to Lot 7 Office Permittees shall be Monthly Parking Spaces. Any payments made by Lot 7 Office Permittees for Reserved Parking Spaces and Monthly Parking Spaces shall be the -10- WP1\WI\BRANAAGT 061488 } 88-47913T sole property of Downey and shall not be included in calculating the proceeds of operating the Integrated Parking Structure. 4.5 Parking Systems and Rules. Downey and Bramalea shall install a system which shall permit monitoring of the usage of the Integrated Parking Structure by the Lot 7 Retail Permittees and also by the other Permittees of the Parties. Downey and Bramalea shall adopt rules to govern the use of the Integrated Parking Structure and shall also adopt methods to enforce such rules. 4.6 Common Area Liability Insurance. 4.6.1 Effective upon the completion of the Integration of the Parking Structures, Bramalea and Downey shall procure and maintain in full force and effect a policy or policies of public liability insurance, including comprehensive coverage, covering the Integrated Parking Structure. Such policy or policies shall be carried with a financially responsible in- surance company, shall insure against claims for personal injury, death and property damage occasioned by occurrences occurring in or about the Integrated Parking Structure, shall provide that the same may not be cancelled or reduced in amount or scope of coverage without at least thirty (30) dayst prior written notice being given by the insurer to Bramalea and Downey, shall name all the Parties as additional insureds and shall have an insurance limit of not less than $5,000,000 and a deductible of not more than $25,000.00 or as otherwise agreed by Bramalea and Downey. 4.6.2 The cost of the liability insurance described in Section 4.6.1 shall be part of the Maintenance Costs. 4.7 Common Area Fire Insurance. 4.7.1 Effective upon the completion of the Integration of the Parking Structures, Bramalea and Downey shall procure and maintain in full force and effect a policy or policies of fire and extended coverage insurance (including earthquake insurance if Bramalea and Downey agree), for the In- tegrated Parking Structure in an amount equal to the replacement cost thereof (exclusive of the cost of excavation, foundations and footings, where applicable) and without deduction for depreciation. Such policy or policies shall insure against loss or damage from all causes that are from time to time included as coverage risks under standard insurance industry practice within the classification of fire and extended coverage, shall name Bramalea and Downey as insureds and shall provide that the same may not be cancelled or reduced in amount or scope of coverage without at least thirty (30) days prior written notice being given by the insurer to both Bramalea and Downey. In the event that any of such policies shall have a clause whereby any -11- WP1\WI\BRAMAAGT 061488 88-479137 proceeds payable thereunder shall be payable to a Mortgagee, Bramalea and Downey agree that any and all rights of any Mortgagees shall be subject to the provisions of Sections 4.10 and 4.11 hereof. 4.7.2 The costs of the fire and extended coverage insurance described in Section 4.7.1 shall be added to the Maintenance Costs. 4.7.3 Fire and extended coverage insurance proceeds from any casualty shall be paid into the Reconstruction Trust Account (as defined below) and said proceeds shall be used by Downey and Bramalea to restore any damaged or destroyed improvements to a condition as good as the condition of said improvements prior to such damage or destruction. 4.8 Adiustments to Insurance Coverage. The amounts of insurance coverage described in Section 4.6 shall be increased every fifth (5th) year by the commensurate increase in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for Urban Wage Earners and Clerical Workers, Los Angeles -Long Beach -Anaheim (1967=100), "All Items" rounded to the nearest $100,000.00. 4.9 Release of Liabilities and Waiver of Subroga- tion. Each Party hereby waives all rights of recovery and causes of action and releases the Parties from any and all liability, loss and damage occasioned to the property of each Party located within the Downey Parking Structure Lot, the Bramalea Parking Structure Lot, the Integrated Parking Structure; and Downey Lot 7, which losses and damages are the type covered under policies of fire and extended coverage insurance, irrespective of any negligence on the part of any such Party. All policies obtained by each Party shall provide, to the extent that the same is available under the policies or by endorsement, for waivers of any right of subrogation the insurer of such Party may otherwise acquire against any other Party by virtue of the payment by such insurer as the result of any liability, loss or damage. 4.10 Restoration After Damage and Destruction. The Parties acknowledge that the Master Declaration contains certain provisions requiring the reconstruction of the permanent structures built upon the Downey Lots and the Bramalea Lots upon the total or partial destruction of such structures. So long as the Master Declaration requires the reconstruction of the structures, the Parties agree that the Integrated Parking Structure, if partially or totally destroyed, shall be rebuilt. The Parties shall commence to rebuild and restore the Integrated Parking Structure to the condition it was in prior to such damage and destruction in compliance with the schedule required by the Master Declaration. -12- WP1\WI\BRAMAAGT 061488 88-479137 4.11 Procedures for Reconstruction and Restoring. 4.11.1 Establishment of Reconstruction Trust Account. All insurance proceeds obtained, if any, at the time of any partial or total destruction of the Integrated Parking Structure, from insurance policies held by Bramalea and Downey shall be deposited into a Reconstruction Trust Account established with a national bank or trust company with an office in Orange County, California (the "Reconstruction Trust Account"). Such bank or trust company shall be the trustee of the Reconstruction Trust Account and shall be subject to the reasonable approval of all first Mortgagees. 4.11.2 Disbursement of Reconstruction Trust Account Funds. The funds within the Reconstruction Trust Account shall be applied only to the costs of restoration, repair, replacement, rebuilding or alterations, including the costs of temporary repairs and for the protection of property pending the completion of permanent restoration, repairs, replacements, rebuilding or alterations pursuant to plans approved by Bramalea and Downey and all first Mortgagees. The funds shall be disbursed from the Reconstruction Trust Account in installments by the trustee thereof as construction progresses. Ten percent (10%) of the cost of reconstruction shall be withheld and shall be paid after the completion of all work and the expiration of all applicable lien periods and proof that the Integrated Parking Structure and the Parking Structure Lots are free from mechanics' and materialmen's liens. Payments shall be made by the trustee on presentation of certificates or vouchers from the architect or engineer selected by Bramkea and Downey and reasonably approved by all Mortgagees. The expenses and charges of the architect or engineer retained by Bramalea and Downey shall be paid by the trustee out of the Reconstruction Trust Fund. 4.11.3 Shortfall in Reconstruction Funds. If the sums held by the trustee are not sufficient to pay the actual cost of reconstruction, Bramalea and Downey, in accordance with their Allocable Shares determined prior to such damage or destruction, shall deposit the amount of the deficiency with the trustee within twenty (20) days after the request by the trustee indicating the amount of the deficiency, which request shall be made by the trustee promptly after it is determined there will be a deficiency. 4.11.4 Other Reconstruction Provisions. Any undisbursed funds remaining unused by Bramalea and Downey after complying with the provisions of this Section 4.11 shall be delivered to Bramalea and Downey or to their Mortgagees. All actual costs and charges of the trustee shall be paid by Bramalea and Downey. If the trustee resigns, or for any reason is unwilling to act or continue to act, Bramalea and Downey shall -13- WP1\WI\BRAMAAGT 061488 ` ) 88-4T9137 ) substitute a new trustee in the place of the designated trustee. The new trustee must be a national bank or trust company with an office in Orange County selected by Bramalea and Downey and reasonably acceptable to all first Mortgagees. If there is any disagreement among Mortgagees concerning the approval of a trustee or the approval of any architect or engineer, the Mortgagee whose lien on either Parking Structure was recorded first, acting with reasonableness and in good faith, shall have the sole authority to approve the selection of such trustee by Bramalea and Downey. The Parties shall promptly execute all documents and perform all acts reasonably required by the trustee to perform its obligations under this Section. Bramalea and Downey shall arrange the terms of any Mortgage which encumbers either Parking Structure Lot so that such Mortgage will allow the use of the insurance proceeds in a manner consistent with the provisions of this Agreement, allowing, among other things, for the deposit of insurance proceeds into the Reconstruction Trust Account and the use of such funds in accordance with the provisions of this Section 4.11. 4.12 Condemnation. 4.12.1 Distribution of Condemnation Award. In the event of the condemnation of the Integrated Parking Structure or any part thereof ("Condemnation"), the provisions of this Section 4.12 shall apply, notwithstanding any provision of any judgment, verdict or order to the contrary. Any award made for a Condemnation of any part of the Integrated Parking Structure shall be paid to Bramalea and Downey in accordance with their respective property interests taken. 4.12.2 Repair Following Partial Condemna- tion. If any part of the Integrated Parking Structure is taken resulting in the material inability of Bramalea and Downey to use the Integrated Parking Structure without repair and adaptation, Bramalea and Downey shall, on or before ninety (90) days after the physical possession of the portion of the Integrated Parking Structure taken in Condemnation is transferred to the condemning authority, commence the restoration and reconstruction of the Integrated Parking Structure and shall diligently and continuously restore the Integrated Parking Structure to a first class usable condition. Bramalea and Downey shall pay to the Reconstruction Trust Account, established pursuant to the provisions of section 4.11, within such ninety (90) day period (a) Bramalea's and Downey's share of any Condemnation award and (b) any additional funds required to repair the Integrated Parking Structure in proportion to Bramalea's Allocable Share and Downey's Allocable Share. If the -full amount of the awards is not needed, Bramalea and Downey shall contribute so much of such award funds as is required in the same proportions as their Allocable Shares. If the award of Bramalea or Downey is thereby exhausted, all further funds shall be contributed prorata from -14- WP1\WI\BRAMAAGT 061488 _ 88-479137 the awards of the other Party to the full extent of such award. If additional funds are required in excess of the amount of the awards, Bramalea and Downey shall contribute the required funds in the same proportion as their Allocable Shares. For purposes of allocating any award under this Section 4.12.2, the Allocable Shares of Bramalea and Downey shall be determined prior to such Condemnation. For purposes of determining the amount to be contributed by Bramalea and Downey beyond the amounts of the awards pursuant to this Section 4.12.2, the Allocable Shares of Bramalea and Downey shall be determined as the Integrated Parking Structure will exist following its restoration. The repair and restoration of the remaining portion of the Integrated Parking Structure shall be completed pursuant to plans approved by Bramalea and Downey and all Mortgagees pursuant to the procedures established in Section 4.11. Bramalea and Downey agree that any Mortgage which will encumber either Parking Structure Lot will contain terms which will be consistent with the provisions of this Agreement concerning rebuilding following Condemnation. Notwithstanding any partial Condemnation, this Agreement shall continue in full force and effect as to any portion of the Integrated Parking Structure remaining after the Condemnation and rebuilding. 4.13 Effects of Transfer on Lot 7 Transferee. A Lot 7 Transferee shall become a Party to this Agreement except that any modifications of the rights and duties of the Lot 7 Transferee and of Downey under this Agreement shall be controlled by the provisions of this Section 4.13. 4.13.1 No Rights of Manageitent. The Lot 7 Transferee shall have no right to participate in the management of the Integrated Parking Structure. Without limiting the generality of the foregoing, the Lot 7 Transferee shall have no right to perform any construction work upon the Integrated Parking Structure; maintain, repair, relocate, remove or replace any, portion of the Integrated Parking Structure; participate in the selection of the parking contractor; reallocate the number of any parking spaces, alter the ratios of Reserved Parking Spaces and Monthly Parking Spaces and Lot 7 Parking Spaces or determine the location of Reserved Parking Spaces or Monthly Parking Spaces; establish or modify any parking rules; enforce this Agreement by utilizing any self-help remedies which include performing any obligations of a defaulting Party or by making any payment due by a defaulting Party at the cost of the defaulting Party or imposing a lien upon another Party's property (the Lot 7 Transferee may, however, enforce this Agreement by bringing an action in law or equity); or terminate or prevent the termination of this Agreement. 4.13.2 No Riaht to Revenues or Obligation to Pay Maintenance Costs. The Lot 7 Transferee shall have no right to participate in any of the revenues of any nature arising from -15- WP1\WI\BRAMAAGT 061488 88-479I37 the operation of the Integrated Parking Structure. The Lot 7 Transferee shall have no obligation to pay any Maintenance Costs or to contribute any sums required in order to rebuild or repair the Integrated Parking Structure if destroyed except as may be required pursuant to a separate written agreement between Downey and the Lot 7 Transferee. Downey shall be paid any revenues and Downey shall pay all Maintenance Costs and make other contributions as would otherwise have been allocable to Downey Lot 7. 4.13.3 Other General Provisions. Notwithstanding any of the other provisions of this Section 4.13, The Lot 7 Transferee shall be bound by all other provisions of this Agreement including but not limited to the obligation to indemnify and save the Parties and their respective properties harmless from claims, costs, obligations, damages, expenses (including attorneys' fees and liabilities arising from the death or accident, injury, loss or damage, and any cost to, any natural person or to the property of -any person, incurred in connection with or resulting from the exercise of by the Lot 7 Transferee of any easement, license or right of entry and use, unless the same is occasioned by the indemnified'Party's negligence or intentional tort. The Lot 7 Transferee shall take title to Downey Lot 7 subject to the rights of Bramalea and Downey to manage the Integrated Parking Structure and to amend those provisions of this Agreement related to the management of the Integrated Parking Structure without the consent of the Lot 7 Transferee. Further, the Lot 7 Transferee shall also be required to sign any declaration which sets forth such modifications or amendments to this Agreement promptly upon the Presentation to it of such declaration pursuant to the provisions of Section 11.3, but in no event shall the Lot 7 Transferee be required to sign any such, declaration which reduces the number of Lot 7 Parking Spaces below the amount specified in Section 4.3 hereof. 5. Mortgagee Provisions. Bramalea and Downey shall have the right to encumber their interests in the Parking Structure Lots by Mortgage, provided such Mortgage is subject and subordinate to this Agreement. Bramalea and Downey shall obtain the subordination of any Mortgage encumbering their respective Parking Structure Lots in existence as of the date of the recordation of this Agreement. No breach of this Agreement shall defeat or render invalid the lien of any Mortgage. Any Mortgagee acquiring legal title to a Parking Structure Lot shall be bound by the provisions of this Agreement. 6. Sale/Lease-Back Provisions. The Parties ac- knowledge that a sale of real property followed by the immediate leasing back of the sold property or a portion of it constitutes a financing device and that the lessee of such an arrangement has interests, rights and obligations analogous to those of a mortgagor and the lessor of such an arrangement has interests, -16- WP1\WI\BRAMAAGT 061488 88-479137 rights and obligations analogous to those of a Mortgagee. The Parties hereby consent to such financing arrangements and agree that the lessee shall be deemed to be a Party to this Agreement and shall have the rights and duties of a Party and shall be primarily responsible for the performance of all provisions of this Agreement. The lessor of such an arrangement shall have all the rights of a Mortgagee under this Agreement. The covenants, conditions, restrictions, easements and agreements hereof shall be binding upon, and effective against, the parties to any lease. 7. Enforcement of Agreement. A Party may bring any proceedings at law or in equity against any Party to enforce the covenants, conditions, restrictions, easements and agreements hereof. Bramalea, so long as it is not in default, and Downey, so long as it is not in default, shall have the right to perform the obligations of a defaulting Party at the cost of the defaulting Party, including, but not limited to, entering upon the defaulting Party's Lot to perform any maintenance or repairs, and making any payment owed by the defaulting Party. Prior to the exercise of any such rights by Bramalea or Downey, Bramalea and Downey, as applicable, shall deliver to the defaulting Party and any Mortgagee which has requested notices of default a written notice specifying the nature of the default and notifying the defaulting Party that the non -defaulting Party intends to exercise its rights hereunder. The notice shall specify the time within which the default must be cured or, if an extended period of time may be required to cure such default, the time within which the cure must be commenced and thereafter diligently and continuously prosecuted to completion. Any default in the payment of money shall be cured within fifteen (15) dayd. If the default complained of is not cured within the time set forth, Bramalea or Downey, as the case may be, may exercise any rights under this Agreement and shall send a statement to the defaulting Party of the costs thereby incurred and the amount thereof shall be paid by the defaulting Party within fifteen (15) days of its receipt of such statement together with interest on such amounts from the date of the expenditure at the rate announced by the Bank of America as its "prime rate" plus three percent (3%) but not to exceed the maximum rate permitted by law. If any sums are not paid to Bramalea or Downey, as applicable, within sixty (60) days after the date of the statement, Bramalea or Downey, as applicable, shall have the right to impose a lien upon the defaulting Party's Office Building Lot, Parking Structure Lot or Downey Lot 7. Bramalea or Downey, as applicable, may serve written notice upon the defaulting Party representing that Bramalea or Downey, as applicable, has complied with the provisions of this Section. Such notice shall also contain a sufficient description of the nature of the default, the amount owed and a legal description of the defaulting Party's Office Building Lot and Parking Structure Lot or Downey Lot 7. The lien may be imposed by recording a copy of the notice in the Official Records of the County Recorder of Orange County and such notice -17- WP1\WI\BRAMAAGT 061488 88-479137 shall constitute a lien upon the defaulting Party's property from the date of such recordation. Any such lien shall be subject and subordinate to the lien of any Mortgage now or hereafter covering any portion of the Parking Structure Lots or the Office Building Lots. Such lien shall continue until fully discharged, but in no event longer than five (5) years from the date of recordation, and may be foreclosed in accordance with laws pertaining to the foreclosure of Mortgages without a private power of sale. Such lien shall secure not only the amount stated in the notice, but also the reasonable costs and expenses of enforcing the same, including interest at the rate provided herein and reasonable attorneys fees and court costs. 8. Mortgagee Rights to Cure. Any Mortgagee who has recorded its Mortgage in the Official Records of Orange County shall have the right to deliver a written notice to the Parties requesting that notices of all defaults be given said Mortgagee. The Mortgagee shall have the right to cure the default in the time periods set forth in such notice, and the Party not in default shall accept such performance by, or at the instigation of, such Mortgagee the same as if the default had been cured by the defaulting Party. 9. Taxes and Assessments. Each Party shall pay or cause to be paid prior to delinquency all taxes and assessments against its own Lot and the improvements and personal property contained thereon; provided, however, that if such taxes or assessments or a portion thereof may be paid in installments such Party may pay the same in installments as and when the same becomes due and payable. The Parties shall not''take any position with respect to the payment of taxes which is inconsistent with its separate ownership of each of the two Parking Structure Lots and Downey Lot 7 and the improvements constructed upon such Lots. 10. Office Building Lots and Parking Structure Lots Appurtenant to Each Other. Bramalea and Downey acknowledge that the Bramalea Office Building Lot and the Bramalea Parking Structure Lot are appurtenant to each other. Therefore, without obtaining the prior written consent of Downey, Bramalea shall not convey the Bramalea Office Building Lot or the Bramalea Parking Structure Lot separately from the other. Bramalea and Downey acknowledge that the Downey Office Building Lot and the Downey Parking Structure Lot are appurtenant to each other. Therefore, Downey shall not, without obtaining Bramalea's prior written approval, separately convey the Downey Office Building Lot or the Downey Parking Structure Lot separately from the other. 11. Miscellaneous. 11.1 Force Maieure. Each Party shall be excused from performing any obligation or undertaking provided in this Agreement (including, without limitation, any act, the nonper- :20 WP1\WI\BRAMAAGT 061488 ,4. 88-479137 formance of which would constitute a default hereunder), except any obligation to pay any sum of money under the applicable provisions hereof, in the event, and only for so long as, the performance of any such obligation is prevented or delayed by acts of God, fire, earthquake, floods, explosion, actions of the elements or invasion, insurrection, riots, mob violence, in- ability to procure or general shortage of labor, equipment, facilities, materials or supplies, strikes, walkouts, actions of labor unions, condemnation, laws, order of governmental, civil or military authorities or any other cause not within the control of such Party. 11.2 Notice to the Parties. A notice, demand, request, consent, approval, designation or other communication which any Party is required or desires to give or make or communicate to any other Party shall be in writing and shall be given or made or communicated by personal delivery or by United States registered or certified mail, addressed, as follows: If to Downey: Downey Savings and Loan Association 21791 Lake Forest Drive, Suite 200 El Toro, CA 92630 ATTN: Director of Real Estate With a copy to: Downey Savings and Loan Association 3200 Bristol Street Costa Mesa, CA 92626 ATTN: General Counsel If to Bramalea: c/o Bramalea California Propdrties, Inc. 3151 Airway Avenues Ste. N Costa Mesa, CA 92626 ATTN: President With a copy to: Hamilton & Samuels 4000 Mac Arthur Boulevard Suite 5700 Newport Beach, CA 92660 ATTN: Herbert N. Samuels, Esq. A Party may by written notice designate a different address. Any Lot 7 Transferee may also by similar methods deliver notice to the Parties of its address for notices. 11.3 Amendment. This Agreement may be modified or amended, in whole or in part, only with the consent of Bramalea and Downey by a declaration in writing, executed and acknowledged by Bramalea and Downey, duly recorded in the Office of the County Recorder of the County of Orange, State of California, and the consent of the Lot 7 Transferee shall not be required. The provisions of this Agreement are for the exclusive benefit of the WP1\WI\BRAMAAGT 061488 -19- > 88-479137 j Parties and not for the benefit of any third person. It is expressly understood and agreed that no modification or amendment, in whole or in part, shall require any consent or approval on the part of any person other than Bramalea or Downey. 11.4 No Partnership or Joint Venture. Neither anything in this Agreement nor any acts of the Parties shall be deemed by the Parties or any third person to create the relation- ship of principal and agent, or of partnership, or of joint venture, or of any association between the Parties. 11.5 Successors. This Agreement shall be binding upon and inure to the benefit of the respective Parties and their respective successors and assigns. It is agreed that all provisions of this Agreement shall be binding upon and enforceable by a Party only during the periods in which each is a Party. 11.6 Severability. If any provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each provision of this Agreement shall be valid or enforceable to the fullest extent permitted by law. 11.7 Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of California. 11.8 Release of a Party on Transfer. If a Party sells, transfers or otherwise conveys (collectively "Transfer") its interest in all Lots belonging to it in a manner which is not in violation of this Agreement, such Party shall be released from all future obligations accruing after the date of such Transfer but shall not be released from any obligations accruing through the date of such Transfer. The Transferring Party shall give notice to the other Party of its Transfer. Any Transferee shall be deemed to have automatically assumed all obligations imposed by this Agreement to be performed from and after the date of the Transfer. 11.9 Covenants Run with the Land. It is intended that the covenants, easements, agreements, promises and duties of each Party as set forth in this Agreement shall be construed as covenants and not as conditions and that to the fullest extent legally possible, all covenants shall run with the land or constitute equitable servitudes as between the Lot of the covenantor, as the servient tenement, and the Lot of the cove- nantee, as the dominant tenement.- 11.10 Rights Appurtenant. It is intended that any and all rights, licenses and benefits granted hereunder shall be appurtenant to the particular Lot which shall be benefitted -20- WP1\WI\BRAMAAGT 061488 88-479137 thereby and shall, therefore, pass with the ownership of said Lot. 11.11 Attorneys' Fees. In the event at any time during this Agreement any Party shall institute any action or proceeding against any other Party relating to the provisions of this Agreement or any default hereunder, then in such event the unsuccessful Party in such action or proceeding agrees to reimburse the prevailing Party therein for the reasonable expenses and attorneys' fees incurred therein by the prevailing Party. 11.12 Term of Agreement. This Agreement shall continue for an indefinite term until terminated by the mutual written agreement of Downey and Bramalea. No consent shall be required from any Lot 7 Transferee and it shall have no right to prevent termination by Bramalea and Downey. Upon any termination, a memorandum of termination, signed by Downey and Bramalea, shall be recorded in the official Records of Orange County. IN WITNESS WHEREOF, each Party has duly authorized its officers to execute this Parking Structure and Reciprocal Rights Agreement and Grant of Easements as of the day and year first above written. DOWNEY SAVINGS AND LOAN M TION, a Cal Y ornid corpori By: / By: "Downey" BRAMALEA CALIFORNIA PROPERTIES INC., a California corporation By: By: -21- WP1\WI\BRAMAAGT 061488 88-479137 List of Exhibits Exhibit A: Plot Plan showing the Downey Parking Structure Lot, the Downey Office Building Lot, the Downey Retail Lot, the Bramalea Parking Structure Lot, the Bramalea office Building Lot, the location of the Integrated Parking Structure, the location of a proposed elevator in the Downey Parking Struc- ture Common and the location of all ancillary improvements. I • 7 r__•.r .l I BRAMAj� pAMUNG I STRUG'R47- LOT I 5 I 5 I I � I 1 I I I I 1 F IWE I I SIEv VMM2 I I lTPUCI L I 5 I 1 i I 1 i I 1 1 1 1 li 1 88-479137 I EXHMIT "A" 5.225 AC w T� 7 �o O'YN z 5.sm r- k OFFICE UIILIN BUILDING LOT 1M Q u� u AZ • AyN y n '` rSra • + � "� 7?��IH "8 8; HVO.pl C .8� •07�Cv ftk < J1 4ufo�3 q rrtmv/ 4v r INTEGRATED PARKING STRUCTURE PLOT PLAN EXHIBIT EX=rr "A" 88-479137 STATE OF CALIFORNIA COUNTY OF gn/G,E ACKNOWLEDGMENT ) ss. On l-&uuE 2q , 1988, before me, the undersigned, a Notary Public in and for said State personally appeared �ffi lb M. 2uN9 and _ tte�1 m.';�, oE,�, , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument asVicE�teEa,7- and LIcTA��s�c,pE�yc! on behalf of Downey Savings and Loan Association, the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. WITNESS, my hand and official/seal. SEAL V OFFICIAL SEAL JOANNE KNUD3EN- ART NOTARY PUBLIC. CAL FORM ORAROE COL#M STATE OF CALIFORNIA ) w oa 1e,19s1 ss. COUNTY OF Orar_ ) On LLI , 1988, before me, the undersigned, a Notary Public i a d for said State personally appeared Bruce Q.QarkQr and Samuel 1-' nes , personally known to me (or p oved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as t:xec. V,�a Preslde>A and Eftr Ulce_ �resldev i , on behalf of Bramalea California Properties, Inc., the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. WITNESS, my hand and official seal. Signature I he 6)a&;, -23- WP1\WI\BRAMAAGT 061488 SEAL �FfVAL SEAT. CIE! MUM Ty 'x, 19, 1992 - --_ri.. : ! `'' O 1. c�FQ\C1 �pEPPN' r100 GPI \ MEMORANDUM i ? m OFFICE OF THE CITY ATTORNEY September 10, 1986 TO: Jim Hewicker, Planning Director Ray Schuller, Building Director FROM: Robert H. Burnham, City Attorney RE: Bayview Project J.M. Peters has made some changes to the parking structure on the Bayview Project from that described in the Development Agreement. The tract map to the Development Agreement shows two parking structures and a health club on one lot. Peters now wants to build one big parking structure with an adjoining retail facility on three lots. The parking structure and adjoining retail facility will cross two property lines. According to Bob Trapp, the change is required because the parking structure is going to be built by at least two separate entities. They need to divide the lot, but not the structure, for financing purposes. According to Trapp, he discussed this with all of us some time ago. He told me that Planning and Building gave the okay to build the structure across property lines without a resub if the City Attorney's office said it was okay. Trapp has also submitted a copy of a Reciprocal Easement Agreement (attached) which I apparently approved late some Friday afternoon. As I recall, I gave the Agreement tentative approval as an off -site parking agreement, not as a waiver of a resubdivision requirement. Tracy is holding up the issuance of building permits for the parking structure until this is resolved. Construction on the office buildings is proceeding and it is possible they will be ready for occupancy before the parking structure is completed if building permits are withheld much longer. Memo to Jim Hewicker and Ray Schuller Page 2 September 10, 1986 It may be helpful to have a brief meeting in the near future to discuss what should be done. xoverL ti. nur City Attorney RHB/jc Attachment RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: J.M. PETERS COMPANY, INC. 1601 Dove Street, Suite•190 Newport Beach, California 92660 Attention: Mr. James M. Peters (Space Above For Recorder's Use Only) RECIPROCAL EASEMENT AGREEMENT (JOINT PARKING STRUCTURE) THIS RECIPROCAL EASEMENT (JOINT PARKING STRUCTURE) is made and entered into as of this day of December, 1985, by and between BAYVIEW ASSOCIATES, a California general partnership (hereinafter referred to as "Bayview"), and DOWNEY SAVINGS AND LOAN ASSOCIATION, a California cor- poration (hereinafter referred to as "Downey"). Bayview and Downey are sometimes hereinafter collectively referred to as the "Parties." Table of Contents 1. Use Page 3 2. Building Improvements Page 4 3. Common Parking Areas Page 5 4. Common Parking Area Operation and Maintenance Page 7 5. Encumbrances Page 8 6. Casualty Damage and Repair Page 8 7. Effective Date, Term Page 9 8. Insurance Page 9 9. Miscellaneous Provisions Page 11 0 Exhibits Exhibit "A" - Legal Description of the Bayview Parcel Exhibit "B" - Legal Description of the Downey Parcel W. I T N E S SET H: WHEREAS, Bayview is the owner of that certain real property located near the intersection of Bristol Street and Jamboree Road in the City of Newport Beach, County of Orange, State of California, more particularly described in Exhibit "A," attached hereto and by this reference by a part hereof, which real property is here- inafter called the "Bayview Parcel;" and WHEREAS, Downey is the owner of that certain real property located near the intersection of Bristol Street and Jamboree Road in the City of Newport Beach, County of Orange, State of California, more particularly described in Exhibit "B," attached hereto and by this reference made a part hereof, which real property is hereinafter called the "Downey Parcel;" and• WHEREAS, the Bayview Parcel and the Downey Parcel are portions of the real property known as the "Bayview Project," which said project has been approved by the City Council of the City of Newport Beach as and for a joint parking structure; and -2- 0 WHEREAS, the requirement for the approval of the joint parking structure is that there be reciprocal agree- ments for ingress and egress of motor vehicles and pedestrians, and for the parking of motor vehicles between the Bayview Parcel and the Downey Parcel, and that both of said Parcels be improved and maintained, from time to time, for such purposes; and WHEREAS, the Parties desire to subject each and every portion of the Bayview Parcel and the Downey Parcel (hereinafter collectively referred to as the "Project") to the covenants, conditions and restrictions hereinafter set forth, and to establish the reciprocal easements hereinafter described, pursuant to plans for the construction, operation and use of the Project as a joint parking structure.for the mutual benefit of Bayview and Downey and their respective heirs, successors, assigns, grantees, mortgagees, tenants and subtenants,•and business invitees, pursuant to this Reciprocal Easement Agreement (hereinafter referred to as the "Declaration"). NOW, THEREFORE, the Parties do hereby establish the covenants, conditions and restrictions hereinafter set forth and grant the easements hereinafter described as follows: Section 1. Use 1.1 The Project shall be used for the parking of motor vehicles, and ingress and egress of motor vehicles to -3- said joint parking structure and for pedestrian access pur- poses only. The Project shall be consistent with other modern, commercial parking structures now existing in the Orange County area. . 1.2 No portion of the Bayview Parcel or the Downey Parcel shall be used during the term of this Declara- tion for any other use other than as a commercial joint park- ing structure. Section 2. Building Improvements 2.1 The joint parking structure to be constructed and placed upon the Bayview Parcel and the Downey Parcel shall be one continuous structure, crossing the property line between the Bayview Parcel and the Downey Parcel with- out set backs. Said joint parking structure shall be (_) stories high and shall be of an appropriate type and grade of design, materials and workmanship so as to compliment the office buildings served by the joint parking structure. The joint parking structure shall be of first quality construction and architectural design so that the exterior elevations, including signs and colors thereof, will be architecturally and aesthetically compatible and harmonious with the office buildings served by the joint parking structure. 2.2 No improvements shall be constructed on the Project until they have been approved by the City of Newport -4- Beach in connection with its granting of the right to build this joint parking structure. Section 3. Common Parking Areas 3.1 For the purposes of this Declaration, all of the land area within the Project shall be used as a joint parking structure, and for the ingress and egress of motor vehicles thereto and pedestrian access. 3.2 The term "Permittees" as used in this Dec- laration means and refers to (i) the officers, directors, employees, agents, members and contractors of the Parties, (ii) the respective tenants and subtenants, licensees and concessionaires of the Parties and their respective officers, directors, employees, agents and contractors, and (iii) the customers, visitors and invitees of the Parties and their respective tenants, subtenants, licensees and concessionaires. 3.3 The Parties shall be free to charge a fee, toll, levy or expense for entry, exit, or parking of a vehicle in, on or upon the Project; provided that said fees, tolls, levies, or expenses for entry, shall be divided and owned equally between the Parties to this Declaration. All such fees, tolls, levies, or expenses for entry shall be on a non-discriminatory basis with the Permitees of each of the Parties hereto. The Parties may lease the joint parking structure to a parking lot operator. -5- 3.4 The easements hereinafter granted in each instance shall be appurtenant to either the Bayview Parcel or the Downey Parcel, as the case may be, and in each instance shall be non-exclusive and for the use and benefit of each such grantee, in common with the grantor and others and their Permittees. 3.5 Downey does hereby grant to Bayview a non- exclusive easement appurtenant to the Bayview Parcel for the ingress, egress and parking of motor vehicles and for the ingress and egress of pedestrians over and across the Downey Parcel, reserving to Downey the right to grant and reserve similar non-exclusive easements over and across the Downey Parcel upon a sale, encumbrance or other conveyance of any interest therein. 3.6 Bayview does hereby grant to Downey a non- exclusive easement appurtenant to the Downey Parcel for the ingress, egress and parking of motor vehicles and for the ingress and egress of pedestrians over and across the Bayview Parcel, reserving to Bayview the right.to grant and reserve similar non-exclusive easements over and across the Bayview Parcel upon a sale, encumbrance or other conveyance of any interest therein. 3.7 Subject to obtaining all requisite govern- mental permits and approvals, each Party hereto reserves the MC right to alter and/or reconstruct the joint parking structure upon the Project. Nothwithstanding the foregoing, the joint parking structure shall initially be constructed and improved in conformance with the mutually agreed upon plans and specifications by hereby authorizes to improve the Project with the joint parking structure on its parcel in accordance with the mutually agreed upon plans and specifications. Section 4. Common Parking Area Operation and Maintenance Once improved, each Party hereto shall operate and maintain or cause to be operated and maintained the joint parking structure in accordance with the mutual agreement of the Parties as to day to day management which may change from one Party to the other from time to time. The Party conduct- ing the day to day management• shall keep the project in good condition and repair. Such maintenance shall include but not be limited to sweeping, janitorial services, repairs to and replacement of paving, bumpers, striping, light bulbs, light standards, directional signs, lighting systems, peri- meter walls, sprinkler system, electrial and other utility services thereto, and such other items of repair and main- tenance that Imay be needed from time to time to properly maintain the joint parking structure. The Party managing the joint parking structure shall deduct all of the costs -7- and expenses from the income derived from the joint parking structure, each month, including a management fee of ten percent (10%) of such costs and expenses. Within twenty (20) days after the end of each month the Party managing the joint parking structure shall pay to the other Party one- half (1/2) of the net income generated by the joint parking structure after paying all costs, expenses, and said manage- ment fee. Section 5. Encumbrances Each of the Parties hereto shall have the right to encumber its portion of the joint parking structure, which is defined to mean that portion of the joint parking structure built on each Party's parcel. Neither Party shall encumber the other Party's portion of the joint parking structure. Section 6. Casualty Damage and Repair The managing Party agrees to maintain the -joint parking structure for the benefit of both Parties and any casualty damage to any portion of the joint parking structure shall be paid equally by the Parties to this Declaration. Neither Party shall be individually responsible for that portion of the joint parking structure built on its parcel, but both Parties shall be equally responsible for all casualty repair wherever the casualty occurs within the joint parking structure. ME 0 Section 7. Effective Date, Term 7.1 The terms and provisions of this Declaration shall take effect upon the recordation hereof in the official records of the County Recorder for the County of Orange, California. 7.2 This Declaration shall remain in full force and effect for a period of thirty (30) years, and.shall be extended automatically for.successive periods of ten (10) years each, unless an instrument, signed by both Parties hereto, or their successors, has been recorded at least one (1) year prior to the end of any such period, agreeing to terminate this Declaration in whole or in part. Section 8. Insurance 8.1 The Parties, to the extent available, shall obtain and continue in effect in their own name the follow- ing types of insurance so long as such amounts or type of insurance coverage are not, in the good faith judgment of the Parties hereto, prohibitively expensive or no longer necessary or appropriate for the protection of the joint parking structure: a. A comprehensive policy of public liability insurance covering the joint parking structure and all ingress and egress thereto with a limit of not less than Million Dollars ($ ), for claims for personal injury and/or property damage arising out of a single occurrence, such coverage to include protection against water damage liability, liability for owned, if any, non -owned and hired automobiles, and liability for property of others, broad form property damage coverage, contractual liability coverage, independent contractors coverage, and such other risks as shall customarily be covered with respect to similar parking structures in Orange County, California. b. A master or blanket policy of "All Risk" extended coverage insurance, excluding flood and earthquake coverage, in an amount equal to one hundred percent (1000) of the full replacement value of the joint parking structure, and clauses waiving subrogation between the Parties, such insurance to afford protection against at least loss or damage by fire and other hazards covered by the standard extended coverage endorsement, sprinkler leakage, debris removal, cost of demolition, vandalism, malicious mischief, and other risks as shall customarily be covered with respect to similar developments in the area of the Project. C. Workers' compensation insurance in such amounts and to the extent such insurance is required by law for all employees of the Parties who are operating the joint parking structure. 8.2 Insurance premiums for any such insurance coverage obtained by the Parties, shall be a common.expense -10- to be included within the expenses of operation of the joint parking structure. Section 9. Miscellaneous Provisions 9.1 The term "Party" as used herein shall mean each of the entities between whom this Declaration has been entered into and any successor person or entity acquiring an ownership interest in either of the Parcels. 9.2 Each and all of the covenants, conditions and restrictions herein contained shall apply to and bind and inure to the benefit of Bayview and Downey and each and all Of their respective heirs, successors, assigns, grantees, mortgagees, tenants and subtenants; and the same and each of theta are hereby imposed pursuant to the plan for the improvement anc use for the Project and are designated for the mutual benefit of Bayview and Downey, mortgagees, tenants and subtenants, and Permittees of any and all portions thereof, and the same shall obligate, inure to and pass with each and every portion thereof and shall remain in force and effect as hereinafter provided. 9.3 Breach of any of.the provisions, covenants or restrictions contained in this Declaration shall not defeat nor render invalid the lien of any mortgage or deed of trust made in good faith and for value as to the Project, or any Pa='t thereof or interest therein; but all of the foregoing -11- provisions, restrictions and covenants shall, be binding and effective against the owner of the•Project or any part thereof whose title thereto is acquired by foreclosure, trustee's sale, or otherwise. No purported modification, amendment and/or termination of this Declaration shall be binding upon or affect the rights of any mortgagee -holding a first mortgage or first deed of trust of record upon any portion of the Project or upon a leasehold estate therein without the prior written consent of such mortgagee. 9.4 The term "mortgagee," wherever used herein, shall be construed to include beneficiaries and trustees under deeds of trust. 9.5 All of the provisions of.this Declaration shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including but not limited.to Section 1468 of the Civil Code of the State of California. It is expressly agreed that each covenant to do or refrain from doing some act on the Project as the covenantor (a) is for the benefit of the land or estate of the covenantee, (b) runs with both the land or estate owned•by the covenantor and the land and estate owned by the covenantee, and (c) shall benefit or be binding upon each successive owner, during his ownership of any portion -12- of the land affected hereby and each person having any interest herein derived through any owner of the land affected hereby. 9.6 Invalidation of any one of the covenants, conditions, restrictions, or other provisions herein con- tained by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions or provisions hereto and the same shall remain in full force and effect. 9.7 This Declaration shall create privity of contract and estate with and among the Parties and their respective heirs, executors, administrators, successors and assigns who become parties hereto. In the event of a breach, or attempted or threatened breach, of any of the terms, covenants, and conditions hereof, any Party shall be en- titled forthwith to full and adequate relief by injunction and all such other available legal and equitable remedies from the consequences of such breach. The remedies per- mitted at law or equity of any one or all of such Parties shall be cumulative as to each and as to all. 9.8 Any purchaser at any foreclosure or trustee's sale (as well as any by deed or assignment in lieu of fore- closure or trustee's sale) under any such mortgage or deed of trust shall take title subject to the provisions hereof. -13- 9.9 The captions heading the various sections of this Declaration are for convenience and identification only, and shall not be deemed to limit or define the con- tents of their respective section. 9.10 In the event that suit is brought for the en- forcement of this Declaration or as a result of any alleged breach thereof, the successful litigant in such suit, in- cluding any Party shall be entitled to be paid reasonable attorneys' fees by the losing litigant, and any judgment or decree rendered shall include an award thereof. 9.11 Each of the Parties agrees to cooperate reasonably with the other in modifying and/or supplementing the covenants, conditions and restrictions set forth herein as may be required to obtain the written approval of the City of Newport Beach of the joint parking structure. 9'.12 In the event any Party shall sell, convey or otherwise transfer its interest in and to any portion of the Project, the said selling, conveying or transferring Party or owner shall be automatically freed and relieved from and after the date thereof of all liability as respects the performance of any agreement or obligation on the part of such Party contained in this Declaration thereafter to be performed with respect to the real property so sold, con- veyed or transferred, it being intended hereby that the -14- 0 agreements and obligations contained in this Declaration on the part of each Party shall be binding on such Party only during its ownership, but the selling, conveying or trans- ferring Party shall remain liable for any obligations in- curred prior to the date of such transfer or conveyance. 9.13 Nothing contained in this Declaration shall be deemed to be a gift or dedication of any portion of the Project, or of any other property, to the general public, or for any public use or purpose whatsoever, it being the intention of the Parties hereto that this Agreement be for the exclusive benefit of the Parties and their successors and assigns. 9.14' In the event a request to change and alter this Declaration is made to the Parties by any lender or beneficiary under any proposed mortgage or deed of trust encumbering the interest of any Party in the Project or by any major tenant or prospective purchaser of any such in- terest, consent to such change or alteration of this Dec- laration shall not be unreasonably withheld by the Party not involved in the request by such lender, beneficiary, major tenant or purchaser. Said Party, entities or person not involved in such request shall be at no expense in this regard. -15- n IN WITNESS WHEREOF, this Reciprocal Easement Agreement (Joint Parking Structure) is executed by the Parties hereto as of the day and year first above written. BAYVIEW ASSOCIATES, a California general partnership By: By: _ By: _ By: By: By: a a DOWNEY SAVINGS AND LOAN ASSOCIATION, a California corporation By: By: -16- STATE OF CALIFORNIA ss. COUNTY OF On 19 , before me, the under- signed, a Notary Public in and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the persons that executed the within instrument on behalf of BAYVIEW ASSOCIATES, the general partnership therein named, and acknowledged to me that the general partnership executed it. ' WITNESS my hand and official seal. Notary Public in and for said State STATE OF CALIFORNIA ss. COUNTY OF On , 19- , before me, the under- signed, a Notary Public in and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the persons that executed the within instrument on behalf of BAYVIEW ASSOCIATES, the general partnership therein named, and acknowledged to me that the general partnership executed it. WITNESS my hand and official seal. Notary Public in and for said State -17- STATE OF CALIFORNIA ss. COUNTY OF On , 19 , before me, the under- signed, a Notary Public in and for said State, personally appeared and , personally known to me or proved to me on the basis of satisfactory evidence to be the persons who exe- cuted the within instrument as and or on behalf of DOWNEY SAVINGS AND LOAN ASSOCIATION, the corporation therein named, and acknowledged to me that•the corporation executed it. WITNESS my hand and official seal. Notary Public in and for said State -18- CITY OF NEWPORT BEACH P.O. BOX 1768, NEWPORT BEACH, CA 92658-8915 PLANNING DEPARTMENT (714) 644-3200 June 1, 1988 Richard S. Andrews Downey Savings & Loan Association 21791 Lake Forest Drive Suite 200 E1 Toro, CA 92630- SUBJECT: Certificate of Occupancy, 501 Bayview Circle, parking structure Dear Mr. Andrews: Please be advised that the Hold Harmless Agreements submitted by DSL and Bayview Associates were not approved by the Office of the City Attorney as to form and content. The document must extend to all future owners, etc. as does the Covenant (see attached). Ideally both Conditions No. 1 and 3 should have been incorporated into one document which would have been recorded against the property. Prior to issuance of certificate of occupancy for the parking structure, the following items must be resolved, the Hold Harmless Agreement, recordation of the lot line adjustment and a copy of the executed, mutual easement for ingress -egress. All documents must extend to future owners (see verbage in the covenant). PLANNING DEPARTMENT JAMES D. HEWICKER, Director By a�e� Javier arcia Associate Planner JSG:11 3300 Newport Boulevard, Newport Beach ISSIONERS Ilp MINUT October 23, 1986 CITY OF NEWPOR'T BEACH POLL CALL er Be ard, be continued to the November 6, 1986 Planning fission Meeting. Motion x Motion was made to c ue Item No. 7, Use Permit No. Ayes x x x x x 3235j Item No. 10, Use Pe No. 3240r Item No. 11, Absent x x Tentative Map of Tract No. 128 nd Item No. 12, equest to Establish Grade be continued a November ,\ 1986, Planning Commission Meeting. Motion on, MOTION CARRIED. Waiver of Parcel Map (Discussion) Request to waive the requirement of a parcel map for the combining of lots in conjunction with the con- struction of a shared parking structure in the Bayview Planned Community LOCATION: Lots 5, 6 and 7, Tract No. 12528, located at 201 Crystal Bay Drive, comprising the entire block surrounded by Crystal Bay Drive and Bayview Place, within the riyview Planned Community. ZONE: P-C APPLICANT: J. M. Peters Co., Inc., Newport Beach OWNERS: Bayview Associates and Downey Savings and Loan, Newport Beach Mr. Bob Trapp, representing the applicant, appeared before the Planning Commission. Mr. Trapp stated that the applicant concurs with the findings and conditions in Exhibit "A". James Hewicker, Planning Director, referred to Condition No. 3, stating "that prior to the issuance of a building permit, a covenant shall be recorded to require that the site be held as one for the life of the structure", and he recommended that an ingress, egress agreement be added to that condition. Mr. Hewicker explained that. the City has previously required mutual ingress, -egress agreements for parking lots on more than one lot which set forth the manner in which the parking lots are to be operated as to access -2- INDEX Item No. Waiver o Parcel M Approved �V .JYV IV V{+VVAXW ;I` 1 October 23; 1'1J06-' lIL ROLL CALL I INDEX and parking. He further explained that the parking structure would be controlled so that all interested parties will be able to use the building over the period of time that the structure exists on the property. Mr. Hewicker commented that Downey Savings and Loan has drawn up an agreement that will be reviewed by the Planning Department and the City Attorney. Motion was made to approve the Waiver of a Parcel Map, Motion x subject to the findings and conditions in Exhibit "A", Ayes x x x x x including the following to be added to Condition No. 3: Absent x x "In addition, there shall be a document recorded satisfactory to the City Attorney and the Planning Director, providing for a mutual easement for ingress, egress and parking on the subject lots". Motion voted on, MOTION CARRIED. FINDINGS: 1. That the building site must be held as separate lots for financing purposes, which prevents the applicant from combining the properties into a single building site. 2. That the entities proposing to use the site hold title to the land, and the estate in real property is of sufficient le,igth to guarantee that the lots which constitute the building site will be. held as a single entity for the economic duration of the building improvement to be placed on the site. CONDITIONS: i 1. That the applicant shall indemnify and hold harmless the City in a manner satisfactory to the City Attorney in conjunction with the waiver of .the parcel map. 2. Should the subject property ever be held under a single ownership, this waiver shall become null and void and the property owner shall obtain the approval of a resubdivision. 3. That prior to the issuance of a building permit, a covenant shall be recorded to require that the site be held as one for the life of the structure. In addition, there shall be a document recorded -3-- ISSIONERS _. m\ WW MINUTES 4LW October 23, 1986 f' IOLL CALL INDEX satisfactory to the City Attorney and the Planning Director, providing for a mutual easement for ingress, egress and parking on the subject lots. 4. That the median island in Bayview Place at Crystal Bay Drive be modified to remove the island from the crosswalk area in conformance with plans to be approved by the Public Works Department. 5. That an agreement and accompanying surety be provided to guarantee satisfactory completion of the public improvements if it is desired to obtain a building permit prior to completion of the public improvements. Item No.< equest to amend a previously approved Use Permit which Use Permi p itted an expansion of the existing Edwards Theatre in wport Center located on property in the C-O-H Distr t. The proposed amendment includes a request to No.'1527; TS further xpand the theatre so as to add two new audi- toriums ntaining a total of 600 new seats. The Approved proposal' a o includes: a m, iification� to the zoning Code so as to ermit the use of compact parking spaces; P the approval o an amended off -site parking agreement for a portion of he required off-street parking at the southeasterly corn of Newport Center Drive and San Miguel Drive and the proval of a new off -site parking agreement for a port n of the required off-street parking involving a port n of the Design Plaza parking area, located at the nor westerly corner of Avocado Avenue and Farallon Drive; nd the acceptance of an environmental document. AND B. Traffic Study (Public Hearing) Request to approve a traffic study so as o permit the addition of two new auditoriums containin a total of 600 new seats at the existing Edwards Theat complex in Newport Center. LOCATION: Parcel A of Parcel Map 25-1 (Resub division No. 260) , and Parcel No. 1 f Parcel Map 60-36 (Resubdivision No. 454) (building site); and Parcel A of -4- CCieFORN-FirE-D COPY Wnt Co.ripared v:ith Original RECORDED REQUESTED BY AND RETURN TO: v• , DOWNEY SAVINGS AND LOAN ASSOCIATION 3200 Bristol Street, Eighth Floor Costa Mesa, California 92626 Attn: Mr. Gary Steinberg RECORDED IN OFFICIAL RECORDS OF ORANGE COWITY. CALIFORNIA -321 PM OEC - 4'66 $fCJ4 counn v1" ' `� MMNT1sr. ace Above For Recorder's use un `1 COVENANT AND AGREEMENT TO HOLD PROPERTY IN COMMON OWNERSHIP The undersigned hereby certifies that it is the Owner of the real property located in the City of Newport Beach, County of Orange, State of California, described as Lots 3 and 6 of Tract No. 12528, as recorded in Miscellaneous Maps, Book 551, Pages 38 through 41, Records of Orange County. PROPERTY ADDRESS: 201 Crystal Bay Drive As regulated by Section 20.87.090 of the ,Newport Beach Municipal Code, the undersigned does hereby covenant and agree with said City that the above legally described land shall be held in common ownership !at all times subsequent hereto. This Covenant and Agreement shall run with'the land; and shall be binding upon the undersigned, and future owners, encumbrancers, their successors, heirs,'assignees and shall, continue in effect until such' -time that the Newport -Beach COVAGMT2/dmh/DMH1/11/19/1986 -1- Municipal Code permits the separation of ownership of said land_ or unless otherwise released by authority of the Planning Director of'the City of Newport Beach. - Dated: November c2S , 1986 DOWNEY SAVINGS AND LOAN ASSOCIATION California Corporatio Al Its: /Senior Vice Presddent By: Its: ' Assistant Secretary APPROVED FOR RECORDING By: STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On November 25 , 1986, before me, the undersigned, a Notary Public in and for said State, personally appeared Gary R. Steinberg and Rosemarie MacArthur , personally known to me or proved to me on the basis of satisfactory evidence to be the persons who executed the within instrument as Sr. Vice President and Asst. Secretary on behalf of DOWNEY SAVINGS AND LOAN, the corporation therein named, and acknowledged to me that the corporation executed .it. WITNESS my hand and official seal. OFFICIAL SEAL JOA(I E BRUCE o; - NOTARY PUBLIC - CALIFOR NIA �r,�Y oRAMCECouYtt Notar Publ_�'c in and for.said State �••>�°� My rmm�. exPirc: SEP 11, 1997 > Y (/ -•.:�:.�-�..:.-�� Joan E. Bruce _ COVAGMT2/dmh/DMH1/11/19/1986 -2- INDEMNITY AND HOLD HARMLESS AGREEMENT BAYVIEW ASSOCIATES, a California general partnership, whose address is 1400 North Bristol Street, Suite 245, Newport Beach, California 92660 (hereinafter "Indemnitor") in considera- tion of the waiver by the City of Newport Beach (hereinafter called "City") of a parcel map for the combining of lots 5, and 7 of Tract No. 12528 at the October 26, 1986, Planning Com- mission Meeting, agrees to the following terms and conditions: Indemnitor shall *indemnify and hold harmless City, its City Council, boards, commissions, officers, agents, servants and employees from and against any and all loss, damages, lia- bility, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit arising from or in any manner con- nected to said waiver of parcel map by the City. IN WITNESS WHEREOF, this Agreement is executed on this � day of December, 1986. INDEMNITOR: BAYVIEW ASSOCIATES, a California General Partnership By: Davis Bayview Associates, a California General Partnership, General Partner 1A By: William Davis, Managing Pryer s M. Peters, ral Partner INDEMNITY AND HOLD HARMLESS t. AGREEMENT DOWNEY SAVINGS AND LOAN ASSOCIATION, a California corporation whose address is 3200 Bristol St-reet, Costa Mesa, California 92626 (hereinafter "Indemnitor") in consideration of the waiver by the City of Newport Beach (hereinafter called "City") of a parcel map for the combining of lots 5, 6 and 7 of Tract No. 12528 at the October 26, 1986 Planning Corrmission Meeting, agrees to the following terms and conditions: Indemnitor shall indemnify and hold harmless City, !Ls City Council, boards, corrmissions, officers, agents, servants and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit arising from or in any manner connected to said waiver of parcel map by the City. IN WITNESS WHEREOF, this,Agreement is executed on this llth day of December, 1986. INDEMNITOR: DOWNEY SAVI AND LOAN ASSOCIATION, a Californi corporAtioy j �7 By: 0 Senior Vike President Assistant Secretary v - GENERAL NOTES . 1. ALL WORK SHALL CONFORM TO CHAPTER 15 OF T111: NEWPORT BEACH 18. NOTIFICATION OF NONCOMPLIANCE: IF, IN Till: COURSE OF FULFILLING 9 MUNICIPAL, CODE, (NE3M11C), 'fHfs PROJECT SOILS REPORT AND SPECIAL, f111iIR ftI:SI'ONSIBI,I'I'Y, TI11; CIVIL, I:NGINI:I:R, -I'll]: SOILS l:NGINI:CK, '1'ili', PARKING STRUCTURE REQUIREMENTS OF THE PERMIT. ENGINEERING GEOLOGIST Olt TIIF 'I'I:STG INAGENCY FINDS THAT "Fill: \\9 WORK IS NOT BITING DONE IN CONFORMANCE WITH Till' APPROVED O� 2. DUST SHALL BE CONTROLLED BY WATERING AND/OR DUST PALLIATIVE. GRADING PLANS. Till: DISCREPANCIES SIIALI, 131: REPORTED IM1I\IEDI:ATEEY \ �� IN WRITING TO THE PERSON IN CHARGE OP THE GRADING WORK AND� 3. SANITARY FACILITIES SHALL 131i MAINTAINED ON 'I'l1E SI'I'F: DURING `I'H1; f0 "I'I11: CITY GRADING I:NGINFaiR. RECOMMENDATION '1'OR CITY (;ItI: PROJECT /��OC A, CONSTRUCTION P1iH10U. RII::ASUItI-'S, IF NCCI:SSr\RY, SHALL BE SU13M111"I"1'Ia TO "PHI: CITY (;It\DIN(; IiNGINIER FOR APPROVAL. 4. WORK HOURS ARE L@11T1-'D FROM 7:00 AM TO fi:311 PM M110N1)AY TIIKOUGII )A 8:110 AM 'f0 6a10 PM SATURDAYS; :1NU lllall) AM FIFO fialll PM ' DOCUMENTATION SUNDAYS AND HOLIDAYS PER SECTION 111-28 OF 'I'lll: NIih1('. 1. AN AS -BUILT GRADING PLAN SIIALI, III: PREPARED Itl I III I IA II I N(;INI.I.R ' + 5. NOISE, EXCAVATION, DELIVERY AND RI:MOV'AI. SIIALI. HF. CONTR01,1,1-'U Q INCLUDING ORIGINAL. (;ROUND SURF %'') .1,1.A \ I IO,N AS (;It \DI.D _ �O P@K S}iC'f10N 111-28 OFTHE. Nf3MC' GROUND SURFACE FLE\A''IONS. LO I Olt VIN \(;I. P \ I I I RNS AND T J� O o LOCATIONS, AND ELEVATION', OI \Li. Sl Itl \('I' VNIL �l It til ItF.ACI: 6. THE STAh1Yl:D SET OF APPROVED PLANS SHALL fit: ON THE JOB SITE A'I' UPPER 0� Q DR:AINA(!]' FACILITIES. III SII V1 I I'ROAIUI hiRll I LN \PPR(1A \L TII:A'F ALL TIMES. TILL 1\OItK Iv\S DONI IN \r1 OR1)\N( I IvIIII I I I I IIN\1. APPR0\EU NEWP " ORT- m BAY ,N�� URAllING I'I.\N \N'O \II N(\11iLK Of )UtU> (rl CUT :\NU!Olt \P 7. PERMITEE AND CONTRACTOR ARE RESPONSIBLE FOR LG O('A'1'INAND P\{I ILL \lOIII Ill \1 IIII ()PI It \ I ION. PROTECTING UTILITIES. PACIFIC �O \ �(111 (;R \DIN(; I11:POIt I IIItl I' \It1.0 it) 1111. SOILS I:NGINI:I:R. INCLUDING '� " 8. APPROVEDM DRAINAGE PROVISIONS AND PROTECTIVE MEASURES UST n \11O\� \NIL Il.l\\IION (II III,LU DENSITY TESTS. SU\1MARILS OF Q' �J BE USED TO PROTECT ADJOINING I'll OPERTIFS DURING THE GRADINI, 1, \NIL I \H0 ltMLK' IkfI,:A L FS AND OTHER SUBST'ANTI:AFLD DAFA OAST OPERATION. \NIL 1'(01\11N'II, ON AN) ('1iANGI:S IAIADE DURING GRADIN(; AND THIAR9. J " 11 I.('I ON Till: RIX'OM111{NDAT'IONS MADE: IN THE SOILS ENGINEERING V �P CESSPOOLS AND SEPTIC 'TANKS SHALL HE ABANDONED IN ('OAII'I \N('F IN\I:S' B;AT'ION REPORT. Ill: SHALL PRO\'IUI: IV'RI'lTEN ApPRO\Al. 1S WITH THEUNIFORM Pl,UM11131NU CODE AND AI'1'KOVIin BY Till lit II IIIV(, IU 'I'lll: ADEQUACYUI: "I"III: SI'I'I: FOR "fill: IN"I'I:NUI:U USI: ANDOFFICIAL. COMPLETION OF IAOItI< IN ACCORDANCE WITH THE NBMC. _ 10, HAUL ROUTES FOR IMPORT OR I:XPOR'f 01: 11 V 1 I I{I V1 � ,Il,A1.1. It1 i. A (;EOLO(;I(ORADIN(; RLPOR'f PREPARED 13Y 'Fill: I:N(;INI;I.IIING PA CIFICOCEAN APPROVED BY Till: CITY 'TRAFFIC ENGINEER \NIL 1'10)l I O( ItI.S sil\I,I, GEOLOGIST, INC'I,U UINU A FINAL UI?SCRIP'1'ION UP Till: GCU LUGY OP CONFORM WITH CIIAP'flilt 15 OP "I'H1: NHM('' fill: SITE. INCLUDIN❑ :ANY Nl:lV INFORMATION UISCLOSCD DURING THE GRADING AND fill: I:PPC("f OF SA:111: ON ItICOAIMI:NUATIONS VICINITY -MAP 11. POSITIVE -'DRAINAGE SHALL fit: MAIN"I'AINI 1)\l\ \1 I IiUAI At,[, ISUILUIN(; IN('Oltl'OK:\'1'I:) IN "I'I11. \1'PI{O\I:U GKI'L aU1NG -\N. III: sit \LI. I'I{O\IUI. AND SLOP': AREAS. l\RI'PTI:N \PPRO\'AI, \S FO 1111: :\DI:QL'ACY OF Till. Sill, I OR I III.- !N I'I.NnCU L'SI::1S APFL('"I'CU BY 'I'lll: UCOLOGI(' FAC 1'OI{S. - - 12. FAILURE TO I{I(QUhS'f INSP1-'("I'ION'� \NIL UI{ If \VI: I{1:111OVAISI,1? EROSION 516 ' CONTROL DIAR'I.S ON -SITE Al 1111 \PPROPRIATI: TIMES SHALL RESULT LOTS IN FORFEITUR1. OI' I'lll: ('(1NS1 Rl ( I ION SI I I. CLEANUP DEPOSIT. I W W 13. ALL PLAS"I'I(' Ult.\IN \GI I'll'I SHALL CONSIST OP PVC Olt A13S PLASTIC N J � AND EITHER :AS'fAI 2-,.)1. ASI'\I D1527, AS'FM D:3034 OR ASTM D178Ci. V) EROSION CONTROL, v- LLPLACE 1. TEMPORAIY EROSION CONTROL PLANS ARE REQUIRED FROM OCTOBER � W 15 TO MAY 15. C) 0 2. EROSION CONTROL UEVICH'S SHALL BE, AVAILAHLF ON SITE 13FTWEEN Q OCTOBER 15 AND MAY 15. ■ �55 = 3. 131:'I'WEf:N OCTOBER IS AND MAY 15, EROSION ('ON'I'ROI. MEASURES SHALL- _ --- BE IN PLACE AT ''Fill: FND OF EACH WI DAY W'IIENFVF.R ']'lit: ` => _- ______ 2 FIVE-DAY PROBABILITY OF RAIN I:XCEEUS ;Sll PISR('f:N"I'. DURING 'fill?- RF,MAINDER OF THE Y1-'AR, THEY SHALL HE IN PLACE AT 'Fill': END OF 1 - ' ''Fill-' WORKING DAY WHENEVER T'Ht: DAILY RAINFALL. PROHABILITY _- - T_ EXCEEDS 50 PERCENT. _T A_1 8 4. LANDSCAPING PLANS _- S SHALL 3: - - IN THEOF-___ ,l, Ely SUHMI'f'I'I:U FGIt APPROVAL, ROVAL, wDltK CITY BEACH / c COMPLETED AND A CEiK'flFl('A'I'1i OE CONI'OItMAN('1; RI{('I:IVI{U BY 'I'lIE �� CITY GRADING ENGINEER PRIOR TO CLOSURE OF PERMIT, UNLKSS WAIVED `= BY THE CITY GRADING ENGINIiI:R. GENERAL REQUIREMENTS - _ eq o 5. TEMPORARY DESILTING BASINS, WHEN REQUIRED, SIIALI, HE INS'I':11,I,IiU 1. ALL, WORK SIIALI, f3E IN AC('OKUAN('1-' W'1'1'fI "1'H1: GR:\DING ('ODE OF AND MAINTAINED FOR Tllf: DURATION OF'I'lIE PROJE("I'.NEWPORT THE CITY OF HEACH,'rill-' RECOMMENDATIONS OF Till: PROJECT SOILS RLPORT AND :ANY SPECIAL REQUIREMENTS OFTHE HE PERNIFF. REQUIRED INSPECTIONS A 2. OMAYTEMPORARY EROSION CONTROL PLANS ARE REQUIRED FRU91 O("I'OH}:K G 4 3 1. A PRE -GRADING MEETING SHALL Ill -'SCHEDULED 48 HOURS PRIOR FIFO 15 TO 11A1' 15. ' '9 START OF GRADING WITH THE FOLLOWING PEOPLE PRESENT: OWNER, GRADING, CONTRACTOR, DESIGN CIVIL, ENGINEER, SOILS ENGINEFR, :I. RETIVEEN OCT IiI:R 15 AND MAY 15, F-ROSIONS CONTROL MEASURES GEOLOGIST, CITY GRADING ENGINEER OR 'THEIR ItEI'll ESENTATIV1-'S• SHALL BE IN PLACE AT "1HL I:NU OF ISA('II WORKING DAY WIlLNlVER REQUIRED FIELD INSPECTIONS WILL BE OUTLINED A'I"1'HE MEETING. THE PIVI:-llAY PItORAE311,1'I'Y OF RAIN I:S('CF.US 30't.. DURING '1'111-' REMAINDER 01:SHALL"I'llii YEAR, THEY SHALL 131' IN PLACE THE 1:ND OF �OAD 2. A PRE -PAVING MEETING SHALL BFrSCIIEUULF,D 48 HOURS PRIOR FIFO START' THE WORKING DAYWHENf:Vllt THE RAINFALL PROBABILITY EXCEEDS OF THE SUB -GRADE PREPARATION I:oft THE PAVING WITH T HE FOLLOWING 51)`1,. PEOPLE PRESENT: OWNER, PAVING CONTRACTOR, DESIGN CIVIL ENGINEER, SOILS ENGINEER, CITY GRADING ENGINEER OR THEIR 4. A STAND-BY CREW FOR EMERGENCY WORK SHALL BE AVAILABLE .AT REPRESENTATIVE. REQUIRED FIELD INSPECTIONS WILL BEOUTLINED ALL TIMES DURING 'Fill.,RAINY SEASON. NECESSARY M11:1'I'f-'RE.ALS SIIALI, ! M�o�E AT THE MEETING. BE ,AVAILABLE AT CONVENIENT LOCATIONS TO FACILITATE RAPID JP I CONSTRUCTION OF'1'ksh9PORARY DEVICES FILLS/CUTS S WHEN RAINFALL, IS IMMINENT. 5. DEVICES SHALL NOT BE MOVF.0 OR MODIFIED WITHOUT 'rill: APPROVAL 1. GRADED SLOPES SHALL BE NO STEEPER THAT 2 HORIZONTAL TO 1 OF THE BUILDING DEPARTMENT. VERTICAL. AREA MAP 6. ALL DESILTING BASINS SHALL BE' CLEARED OF SILT, AS NEEDED, TO 2. FILL SLOPES SHALL BE COMPACTED TO NO LESS THAN 90 PERCENT PROVIDE THF. NECESSARY VOLUMETRIC CAPACITY, AND STANDING 5C11LE I" =2Cd RELATIVE COMPACTION OUT TO THE FINISHED SURFACE. WATER, TURBID -FREE: OF SILT, SHALL 13E PUMPED OUT OF 'rill: BASINS - ,TO ASSIST IN KEEPING THE VOUMETRIC CAPACITY AND ASSISTING IN 3. ALL FILLS SHALL BE COMPACTED THROUGHOUT TO A MINIMUM OF 90 SILT REMOVAL. PERCENT RELATIVE COMPACTION AS DETERMINED BY ASTM TEST METHOD 1557, AND APPROVED BY THE SOILS ENGINEER. COMPACTION "PESTS 7. ALL SLOPES AT THE TRACT PERIMETER SHALL DRAIN AWAY FROM THE SHALL BE PERFORMED APPROXIMATELY EVERY .TWO FEET IN VERTICAL TOP OF THE SLOPE AT THE CONCLUSION OF EACH WORKING DAY. HEIGHT AND OF SUFFICIENT QUANTITY TO ATTEST TO THE OVERALL COMPACTION EFFORT APPLIED TO THE FILL AREAS. 8. A GUARD WILL BE: POSTED AND/OR AN I:N(JlOSURE ESTABLISHED � 4. AREAS TO RECEIVE FILL SHALL BE CLEARED OF ALL VEGETATION AND WHENEVER THE DEPTH OF WATER IN ANY DEVICE EXCEEDSTWO FEET. DEBRIS, SCARIFIED AND APPROVED BY THE SOILS ENGINEER PRIOR TO 9. PLACEMENT OF DEVICES TO REDUCE EROSION DAMAGE WITHIN THE PLACING OF THE FILL. TRACT' IS LEFT TO THE DISCRETION OF THE ENGINEER. TIIFSE DEVICES" IF ANY, MUST SHOW ON THE PLAN E3ECAUSE "1'EIF:IK PRESENCE W11.1. ESTIMATED EARTHWORK QUANTITY 4k4 REIlAR' 5. FILLS SHALL BE $T EYED OR BENCHED INTO COMPETENT MATERIAL. AFFECT THE REQUIRED CAPACITY OF HE-' DESILTING BASIN. • 6. ALL EXISTING FILLS SHALL BE APPROVED BY THE SOILS ENGINEER OR 10. OUTLET CONDITIONS ARI: NOT To EXCEED DOW'NSTRGA.1 LIMI"1'A1'IONS, WELDED REMOVED BEFORE ANY ADDITIONAL FILLS ARE ADDED. WITH EXCEPTION OF OVERFLOW WHICH IS TO PROVIDE CAPACITY of., " TYP f 1.5Q. 7. ANY EXISTING IRRIGATION LINES AND CISTERNS SHALL BE REMOVED, BACKFILL AGAINST, BUILDING 450 C.FILL SUMP AREA-1600 C.Y. 1/2112 STEEL STRAP WITH � OR CRUSHED IN PLACE AND BACKFILLED, AND APPROVED BY THE SOILS it. IF EROSION CONTROL PROBLEMS OCCUR THE DEVELOPER SHALL Y.. 3/B" BOLT ENGINEER. CORRECT THE CONDITION IMMF,IDATF,LY PRIOR TO RECEIVING A CORRECTION NOTICE FROM THE CITY GRADING E:NGINLER, BUT IF A CONSTRUCTION NOTES AND ESTIMATED QUANTITIES GRATE ASSEMBLY DETAIL. 8. THE ENGINEERING GEOLOGIST AND SOILS ENGINEER SHALL, AFTER NOTICE IS ISSUED AND THE EROSION PROBLEM IS NOT COKRF,C'I'i i) THE CLEARING AND PRIOR TO THE PLACEMENT OF FILL IN CANYONS, INSPECT DEBRIS DEPOSIT SHALL BE FORFEITED AND ALL CONTRucTION WORK 1. CONST. COMMERCIAL DRIVEWAY APPROACH TYPE I PER CITY OF l . IN�T4LL 2'i G5•P. 21JE1Z ixf2 TPdL I� ON A, EACH CANYON FOR AREAS OF ADVERSE STABILITY AND DETERMINE SHALL BE STOPPED UNTIL THE PROBLEM IS CORRECTED AND A NEW THE PRESENCE OF, OR POSSIBILITY OF FUTURE ACCUMULATION OF, DEPOSIT IS RECEIVED BY THE CITY, NEWPORT BEACH STD. NO. 160-L 610 SF - SUBSURFACE WATER OR SPING FLOW. IF NEEDED, DRAINS WILL BE DESIGNED AND CONSTRUCTED PRIOR TO THE PLACEMENT OF FILL IN 12• THE DEVELOPfiR AND THE CIVIL ENGINIs@R SHALL REVIEW AND 2. INSTALL 8" P.V.C. SCH 40 YARD DRAIN EACH RESPECTIVE CANYON. COORDINATE CHANGES IN THE EROSION CONTROL SYSTEM AS Till: TYP 1/2'Y12"(MAX)SLOT'' TOPOGRAPHY DICTATES DURING THE-' GRADING PHASE:. 3. INSTALL 4" P.V.C. SCH 40 YARD DRAIN JCrJ' LF 2 oRI/z"Tol-I/z"nip., 9. THE EXACT LOCATION OF THE SUBDRAINS SHALL BE SURVEYED IN THF. OR1/2"TO 1-1 2" FIELD FOR LINE AND GRADE. 13. THE STANDARDS TO BE USED IN DESIGNING THE VOLUMETRIC CAPACITY 4. INSTALL 12" X 12" AREA DRAIN - N.D.S. MODEL 1223 OR EQUIVALENT 14 L-� CTR. HOLES, 10%1GGEREO ON OF DESILTING BASINS CONSISTS OF: 10. ALL TRENCH BACKFILLS SHALL BE COMPACTED THROUGHOUT TO A 5. INSTALL 8" P.V.C. CLEAN -OUT WITH CAST IRON LID PER NEENAH 1 EA B"MIR to 12"MAR. MINIMUM OF 90 PERCENT RELATIVE COMPACTION, AND APPROVED I3Y 1. UNIVERSAL SOIL LOSS EQUATION FOR SILT LOAD. THE SOILS ENGINEER. THE BUILDING DEPARTMENT MAY REQUIRE CORING 2. RATIONAL FORMULA FOR WATER LOAD. 6. INSTALL 18" R.C.P. CLEAN -OUT WITH CAST IRON LID PER NEENAI-P 1 EA STD. C.S.R \ e" OF CONCRETE FLAT WORK PLACED OVER UNTESTED BACKFILLS TO :3. 25 YEAR STORM, f� F I I i TEE wN.I FACILITATE TESTING. 4. OVERFLOW DESIGNED FOR l.s M11n.XiMu'M Q. 7. CONSTRUCT CURB ACCESS RAMP PER CITY OF NEWPORT BEACH STD. VVV ---LA. 0 1 �•. r _='*�P1 SET TEE SECTION IN WET I%,'"o"a'W,Ny�'a 'l_T CONCRETE FOOTING 8 TROWEL 124 MIN. 11. THE STOCKPILING OF EXCESS MATERIAL SHALL BE APPROVED 13Y THE: 14. IN CASE OF Eh1F,RGENCY, CALL RUBEN 60NZALES A'I 7/9 549 68L/ 181 L-A AND L 4 EA INSIDE To DRAIN CITY GRADING ENGINEER. (Rc�epomlbl(� Pc�rwn) ('� h(Iur ph,m(' n„ 1 �' ANCHOR 12. LANDSCAPING BLOCK MIN. 5SACK/C. Y. 1Ci. 1'II1? UN DERSIGNED CIVIL ENGINEER WILL SUPERVISE EROSION ('ON I ROL 8. INSTALL 18" P.V.C. SCH 40 65 LF OF ALL SLOPES AND PADS SHALL BE 1N ACCORDANCE WHE CONCRETE OR METHOD APPROVED ORK T) VERIFY TIIAT WORK IS IN ACCORDANCE WITH I'APPROVED BY BUILDING OFFICIAL WITH CHAPTER 15 OF THENBMC. PLAN 9. INSTALL 12" P.V.C. SCH 40 285 LF PRIVATE ENGINEER'S NOTICE TO CONTRACTOR 13. ALL CUT SLOPES SHALL BE INVESTIGATED BOTH DURING AND AFTER ^ `may C 10, REMOVE E,uibT(g& V�INFLTVAI � S,F, THE EXISTENCE AND LOCATION OF .ANY UNDERGROUND UTILITY ^ GRADING BY AN ENGINEERING GEOLOGIST FIFO DETERMINE IF ANY nature) (DAte' PIPES OR STRUCTURES SHOWN ON THIS PLAN ARE OBTAINED BY A /mil, (`//\ V`/\ I``/f T� STABILITY PROBI, I:hI EXISTS. SHOULD 1:XCA VATI0N DISCLOSE ANY ��� LEGEND SEARCH OF AVAILABLE RECORDS. TO THE BEST OF OUR KNOW- LEDGE THERE ARE NO EXISTING UTILITIES EXCEPT AS SHOWN ON GEOLOGICAL IIA'l,AHDS Olt POTENTIAL C1iO1,OGICAI, HAZARDS, 'PILE, THESE PLANS. THE CONTRACTOR IS REQUIRED TO TAKE DUE fiNGIN1:ERINC GEOLOGIST SHALL RECOMMEND AND SUBMIT NECESSARY PRECALTIONARY MEASURES TO PROTECT THE UTILITIES SHOWN iA Mf:N'f'I'O THI-' CITY GRADING ISN(;INEI:R FOR APPROVAL. AND ANY OTHER LINES OR STRUCTURES NOT SHOWN ON THESE F.S. Finished Surface Tract Boundary PLANS. : PERFORMING WORK ALL CONTRACTORS AND SUBCONTRACTORS 14. )EI ERE: INE PORT 1' NECESSARY EBBING T CUT AND NATURAL SLOPES IS F.G. Finished Grade -; .�_� Daylight Line SHOWN ONORRELATED TO THESE PLANS SHALL CONDUCT THEIR Ut;l'EKMINISD 'f0 His NBCI?SSAI{Y Rl' "1'111: IiN(;INIiERING UEOLO(iIS'I' AND OPERATIONS SO THAT ALL EMPLOYEES ARE PROVIDED A SAFE OWNER SOILS ENGINEER PLACE TO WORK AND THE PUBLIC IS PROTECTED. ALL CONTRAC- SOILS I:NGIN f: f-'K, 'I'Hii SOILS I,S IiNGIN flat II'll. 1, OIS'I':\IN AI'I'RUVAI, U1 It, Flow Line ��� Existing Contours TORS AND SUBCONTRACTORS SHALL COMPLY WITH THE "OCCUPA- I` MEN4L FA LBO AND HEALTH REGULATIONS" OF THE U.S. DEPART- (//�,/�1V" DESIGN, LOCATION AND CALCULA PIONS FROM 'Fill': ('11'1 lilt ADIN(; DEPART- MENT _ S LABOR, AND WITH THE STATE OF CALIFORNIAFTHE DEPART- I\I{ A // �\SII I:N(HNEF:R PRIOR TO CONSTRUCTION. DOWNEY SAVING & LOAN ASSOCIATION LEROY CRANDALL & ASSOC. F.F. Finiahed Floor �'b___ Proposed Contours MENT OF INDUSTRIAL RELATIONS' "CONSTRUCTION SAFETY ✓ - OR DER S". _ 200 B _ BRISTOL STREET THE CIVIL ENGINEER SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ULL I5. •I'l1E IiNGIN taiRING (;TR U(()IO :\N1) IA,SOILS Il I:N(LSs It SII:\I•l. IN 1,1 ('I COSTA MESA, CA, 92626 711 NO. ALVARADO G.F. Garage Finished Floor �L Extra -Depth Footing THE (ONTRAI'TORS AND SUBCONTRACTORS, COMPLIANCE WITH ANU 'll: s' 'I'lll-' FY 01I'Rill: SIN OF ALL. Itl"f1R1.SS III.I,S NNIFl.R 11'I'I SI LOS ANGELES, CA. O i amt. of extra -depth) THE "0( UPATIONAL SAFETY AND HEALTH REGULATIONS" OF THE /��j�/�A/T� H.P. High Point U.S. DEPARTMENT OF LABOR OR WITH THE STATE OF CALIFORNIA `J /` "/- C RETIE fO 'I'll'. STA1S11.1 I'1' OF fill. SLl)I'li "1N1) \I)JA('I.N I' till{t'('I't'1{I:S ('I'(1N 714) 549-8811 DEPARTMI,NT OF INDUSTRIAL RELATIONS'"CONSTRUCTION SAFETY Cohn'Lk;TTON. (213) 413-3550 ORDERS T.C. Top of Curb 0 Pad Elevation �kA��IC�.� VED 16. WHEN -ONTRAC TOR FUR IHER AUREI_S THAT HE SHALL ASSUME SOLE AND TOT,aAL FEB Q 5 1?87 COMPLETE RESPONSIBILITY FOR JOB SITE \ ONDITIONS DURING THE (� ['ADS ARE BI{(MINE'" 'l'1) NI::At{ (;R:ADi. I'I11' ItN(;IN SI%,I N(; COCRSE OF CONSTRUCTION OF THIS PROJECT, INCL(.DING SAFETY GI?OLUGIS'I" ti11:11,1. UI('I'I:Ith11Nl( IF Fill: Ii1:U1tO('K IS I:N'I'1':NSI\'I:LY' WILL Of ALL PERSONS AND PROPERTY; THAT THIS REQUIREMENT SHALL DSL Real Estate t{A("1'1J It la) DI{ I'ADI,•I'KI) ANAWILLI{E:AI)I I,1' 1"1{ANSM1H'1IV ' IA'1'i.i{. IFAPPLT(ONTINUOUSLY AND NOT BE LIMITED TO NORMAL WORKING CONSIDERED NI?('I•:SSAR\' ItY 'rill. I:NUINI:I{ItINU (;I:OLO(:IS'1' AND SOILS HOURS; AND 1HA1 THE I ONTRACTOR SHALL DEFEND, INDEMNIFY AND HOLD THE OWNER AND THE ENGINEER HARMLESS FROM ANY ENGINEER, :1 COMI'AC"I'1SU PILL. 1t1,:1NKE'I' WILL Ill. PLACED. \ND ALL LIABILITY, REAL OR ALLEGED, IN LONNE( TION WITH THE PI RFORMANCE OF WORK ON THIS PROJECT, EX(-FPTING FOR _ I v LIABE ITT ARISIN\, FROM THF. SOLE NEG LII,CNC E OF THE OWNER OR �" 17. 'I'll!? ENUINI:ERING GEOLOGIST SII;U.I, PERFORM I'I:IOOUII' INSPECTIONS ADDRESS 501 G2�(G' ,AL 5�I Hl_ENGINEER. "EXHIBIT nuItINGGItnDIN`;-� Gt�YSTAI- BAYVIEW PARKING STRUCTURE DESIGNED BY CITY OF NEWPORT BEACH DRAWING NO PLANS PREPARED UNDER THE DIRECT SUPERVISION OF -- - ----- BENCH MARK NO 1�17fi 3N 57 77 ELEV 24.175 I&NMORSE CONSULTING GROUP �' DOWNEY SAVING & LOAN ASSOCIATION - - _ -- LocaTloN PLANNING • ENGINEERING 0 LANDSCAPE ARCHITECTURE / / 3200 BRISTOL STREET DRAWN BY ----- ---- -- - -- ,� ;�' ,� - - - - ----- -�-- ON JAMBOREE ROAD, ABOUT 0A MULES SOUTH OF BRISTOL STREET, ABOUT PLOT AND PRECISE GRADING PLAN 4860IRVINEHOUIT:VARD,SUFFFd'201 ,� , %� COSTA MESA, CA. 92626 -- --- ---- FEET EAST OF CENTERLINE OF JAMBOREE, 6 INCHES NORTH OF THF. SHEET IRVINE, CALIFORNIA 92714.1294 - / !�(� - - - -- - ---- --- T HALF OF THE BRIDGE IRVINE (714) 730.7117 i'AI.M DFSER•I' (714) 549-8811 sou"I'fl END DI SOUTH CREEK, BOUT LL OF THE EAS A LEY C. E R.C.E. 20596 DA EE OVER SAN D F.GO CREEK, ABOUT 14 FEET F THE RI THE SOUTH EN NECKED BY 1 1 I D C A PORTION F TRACT 12528 °F - - -- -- �- ----- ------ ----- ---' -- ------ -- - --- _--- OF' THtt wEsT BANNISTER OF THE EAST HALF OF THE BRIDGE. SHEET 2 NO RF VISION APPROVED DATE ff � ffmm I momi RI■I RINI ■I �I' a CONSTRUCTION NOTES AND ESTIMATED QUANTITIES rl� III \ I (. INrJTP�LL IV G.S.P 10/ FE(2 DETP IL .SNIT I C LA, 1. CONST. COMMERCIAL DRIVEWAY -APPROACH TYPE I PER CITY OF (lz, L,F. NEWPORT BEACH STD. NO. 160-L`' 610 SF" ---���� III ` 2. INSTALL 8" P.V.C. SCH 40 YARD DRAIN 3. _ INSTALL 4" P.V.C. SCH 40 YAKD DRAIN 4. INSTALL 12" X 12" AREA DRAIN - N.D.S. MIODEL 1223 OR EQUIVALENT- 14 FA \ - 5. INSTALL 8" P.V.C. CLEAN -OUT WITH CAST IRON LID, PER NEENAH " - 1 EA \ \ 6. INSTALL 18" R.C.P. CLEAN -OUT WITH CAST IRON LID PER NEENAH 1 EA - \ 7. CONSTRUCT CURB ACCESS RAMP PER CITE' OF NEWPORT BEACH. STD. - Gj3•�A ' 181-L-A AND L-B 4 EA. 8. INSTALL 18" P.V.C. SCH 40 65 LF \ EXI�✓TIN6 \/E L`� -9. INSTALL 12" P.V.C. SCH 40 - 285 LF--. To e-e 12et�UF_9 o IZ MOVE F 0\ + l2 _ s tJ3 G� \ , _, 6�E J�ILGHITEGTJFZ�LI�pLAwtLL ��. ---CRYSTAL--. BAY _ DRIVE _ - _ •��. 60 v.c. 6o'v.c. ao' v.c. e L��LL- N l T s ? o N� I ^�9 e,f 1 54-co T,e�t, + I — -- ---- � -- -- — _-- -- --- II III t s / — — �� 1 I I I i � _ '� I I 1 l � ,±-..�— 2:I �C. 51.OF� _ _i ;, = 2'• l MAX , SL�� �:`�� l\ — — � 42,4 :,,7�. S" fV � �— --r :� r—IrIV. � -� --- ,�(�j IN11, 3'o,581NV.4 /----- P,�--- 5 iNV.4 —tom - 3�0.3'N .4" INV. 8'co, ..I. -- �\t„—_—ems 'IT ¢.-' .. .. .: — .'------_ ---- -_ --- -- -- ----- --- / -- -J H, 1E KT 41, 4IN . 1.P0 - — / 5T2UGTU12AL f�TANINC WiiLL .I 38.3 It C7 4 �S•3 All � g" t'v1 G 11=0 2 aG . 3Z,o Wu, � I / SEE Ai2C�4l�TUI�L- PL>�l5 I � I �i�o INv, 8 SIG G 5-0.0050 � 43.5 CST. II I � 31.1 INV. 4° PVG 5 0 � I I 1 41' u� Ix 1= - ' I I CI � I of----------{�------ �a �\y I---- LOT 4 6' . ,t a P�1ZF01i�1� C'11 C. — 3i I�2` ' i=OUNC�ATION tJI2AIN � � PCzot�zTY l..l N� y- k,I' � 'LOT 5 !� iPARKING, K I V a .I S TRU C T U R E .I EXIST. PAD, 35.00 -ry 3� rrLL_I� • ��� 1ST LEVEL ' I .35.65 F.F. 2ND LEVEL '45.82 "F.F. i I 3RD_LEVEL 55.99 F.F. 0 SCALE I°= 20' + 7 I \ , ql �l. • LOT 7 b I . HEALTH CLUB I a.�4ol F,I�L I 41TH LEVEL", 66.16 F F I - - Lur I 1►I I � ATH LEVEL 76.33 F.F. I -- FOUNOATION GRAIN Lu awn+ I -� rr /o P ARKIN6 STRUC7rU93=. WALL-RETAltJ1N6 r 411 f'ERPORA-fED P.V.G. FOUNDATION r SHEET P-5.1 r I (FUTURE \ I I \ I 0 'ARKING -STRUCTURE BY OTHERS) 'iI l L__ 7& =r I 5 INV, 61 PSG Ik. ' SECTION B-B' ' RT. �_ .� �_�—• :: , _ � 3�„� _ 27 INV. At i \ � 8 Pvc, o I: 5TORN1 p12VN f2 Jo1N EX. lg I._ 27.70 INV. eJC, IS 11 33.0 29 or or �z INXI 12 I ti R I I'� K 31- m 12' Svc @ _ T,.........._.� 4 T�� 2q.44 Iv — .... ...—t..:...:::..:.. T. �J= 0, X;40 14 i �a,(o III ! —4 To TO 1 I I , I q l 3I,2y INv 12g I I� 38,m �IST, L;� ��•;'= I I � «; I _ I Ill H�P 2R,18 INV,4'I 1'I i�- H. \ / ;'�� 6 12 I� 4 35.2 ( E T 38•Co I 38.2 GFT \_ 2`l6& INV. 12VN "C, µ,t' 4 M1=N 2%.5U INV. 12'�PVG �(?1 �C�E AODTT I �� x — rJ �� `\ ` FUTWE 5-GE Tfz SFOgMEI2 T� I c WAILL o.so i Cti ' �p PAC LoGATIo Il l T6115 PtA /�T\ ° 30' V.G. a°�� II E 50' V.G. Q C' Tw,r I u O / r r r r ,2" �,� �SECTSON � : A � A io _ — CRYSTAL _ BAY _ DRIVE _ 5 =�' �4� _ EARTH_ BERM DETAIL \, + \\ �XI✓i�l� 0 E n . To 155 l2FMOVEp I + to SEE LANDS,CAPE1>4AN5 ,'-OR CRIB AND RETA/N/N6"W444, OEW45 AND LAYOUT: _ /I Lu c to d O <U) �; aS � �o�iA �3 ZMUJN Z Q ocmx 00 Lu `i3 IU / z }� . W O o0 0 U < LL U - U < W m Z W { i < < m ' w 0 0 Q _ z 0 Z CIO �- uk J. r M cn z • .. is (R V U r` a z -- 1.1. • O ~ a � Al �v W IRS co • W Z a W RECIE n FEB o5 p. SL Real Es e : ``' SHEET NO.' 2 OF 2,-SHEETS MEN r FEB 0 5 '87 4 r McLarand, Vasquez & Partners, Inc. May 19, 1987 City of Newport Beach Planning Department 3300 Newport Boulevard " pNewport Beach, California 92663 RE: Bayview Parking Analysis Update The following is an update of parking required versus actual parking provided in Phase I of the Bayview Commercial Development. Required: Office Building (260,725 sq.ft. net) 952 Cars Athletic Club (19,600 sq.ft. net) 65 Cars Required: 1,017 Cars Provided: Below Office Building (1-level) 149 Cars Parking Structure (5-levels) 1,005 Cars Provided: 1,154 Cars Excess: 137 Cars Sincerely, McLARAND, VASQUEZ & PARTNERS, INC. Michael L. Carden Senior Project Architect MLC/ds 86-148 Architecture & Planning 695 Town Center Drive Suite 300 Costa Mesa, CA 92626 714.549 2207 I 0, - M E M 0 - DATE: March 20, 1987 TO: File FROM: Tracy Williams SUBJECT: Bayview Parking Structure %1! Check address assignment. 1501 CkjSrA1. ok UI,p Verify location of property lines. f ✓3. Discuss GPC with Rick Hi ley. SybMif 0009 � frowln1 pllh• (u9G$6) nk fkAW GP4 HIM-0 CR09eA� JJ Prove�l a Covenant. Condition No. $. a aA Submit reduced plan of phased development proposed# o 40014pr h104—ak (4/J159) Trac . Williams TEW/11 a 0 INDEMNITY AND HOLD HARMLESS AGREEMENT Downey Savings whose address is 2179 Lake Forest Drive, Suite 200, P.O. Box 5004, E1 Toro, California, 92630 (hereinafter "Indemnitor") in consideration of being granted a Foundation Only Permit agrees to the following terms and conditions: 1. Indemnitor agrees to comply with Condition Three (3) of the Waiver of Parcel Map on or before April 29, 1987. In the event that Indemnitor does not satisfy all terms of Condition Three (3) on or before April 29, 1987, Indemnitor agrees that the Foundation Only Permit shall be deemed null and void and that all work under the Foundation Only Permit shall cease. 2. Indemnitor shall indemnify and hold harmless City, its City Council, boards, commissions, officers, agents, servants and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit arising from or in any manner connected to the services, work or activities conducted or performed by Indemnitor in connection with this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written. RECEIVED PLANNING I A'Alii 3 019C7r-- I l%ti NEWPCOg7Y OF L LEACH, /� INDEMNITOR: C�i r Bramalea California, Inc. C RECEIVED EIVED 3151 Airway Avenue. Suite N Planning �• Costa Mesa, California 92626 Departm'^lt (714)850-1001 pl MARS 1987 Executive Offices NEWp In' OF 6 CALIQEACH, February 26, 1987 Newport Beach Building Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92658-8915 Attention: Mr. Rick Higley Dear Sirs: Bramalea Limited (''Bramalea'') is the owner in fee of that certain real property legally described as "Lot 5, of tract 12528, in the City of Newport Beach, County of Orange, State of California, as per map recorded in book 551, pages 38 to 41, inclusive, of miscellaneous maps in the office of the County Recorder of said County", hereinafter referred to as the "Bramalea Property". Downey Savings and Loan Association fee of that certain real property legall State of California, as per map record 41, inclusive, of miscellaneous maps, 1 Recorder of said County", hereinafter Property". ("Downey") is the owner in y described as "Lot 6, ad in book 551, pages 38 to n the office of the County referred to as the "Downey The Downey Property is contiguous to the Bramalea Property. Downey intends to construct a parking structure on the Downey Property (the "Downey Parking Structure") which Downey Parking Structure shall encroach onto the Bramalea Property on the location shown on Exhibit "Atl attached hereto and incorporated herein by this reference. Please be advised that Bramalea, subject to the terms and conditions of a formal written agreement to be entered into by and between Bramalea and Downey, hereby authorizes the following: 1. During the period of construction of the Downey Parking Structure, including the period of time reasonably necessary to grade the Downey Property and the Bramalea Property, Bramalea grants to Downey, its architects, engineers, contractors, subcontractors, material men and others engaged Commerclal • Residential • Industrial Developers Newport Beach Building Department February 26, 1987 Page 2. in performing such work for it, a temporary easement to use any and all portions of the Bramalea Parcel as and to the extent necessary for performing the grading and construction in question; including but not limited to the erection of a chain link fence around the perimeter of the Bramalea Property and use of the Bramalea Property for staging of materials; provided that such easement shall end when the construction of the Parking Structure shall be completed. 2. Performance of the grading modifications to the Bramalea Property by Downey or Bramalea as shown on Exhibit "A" hereto. 3. The installation of a desilting basin to the storm drain on the Bramalea Property by Downey or Bramalea as shown on Exhibit "A" hereto. 4. The Bramalea Property shall be subject to an easement for the encroachment created by the construction of the Downey Parking Structure for so long as it stands, on the location shown on Exhibit "A" hereto, including but not limited to, its footings, foundations, supports, stairwells and any attachments to and on building improvements. !i'erely Samuel E. Haynes Executive Vice Pr, SEH :bh cc: Ron Holley / AND LOAN ASSOCIATION 21791 LAKE FOREST DRIVE -SUITE 200 • P.O.BOX5004 • ELTORO,CA92630 • (714)859.0050 December 16, 1986 City of Newport Beach Planning Department 3300 Newport Blvd. Newport Beach, CA 92658-8915 �",,,, Q \ Attn: Ms. Traci Williams �A�'�'i?'f RE: BAYVIEW PARKING STRUCTURE 301 CRYSTAL BAY DRIVE INDEMNITY AND HOLD HARMLESS AGREEMENTS Dear Traci: In response to the October 23, 1986 conditions relating to the waiver of parcel map requirements for combining lots in conjunction with the construction of a shared parking structure in Tract 12528, Downey Savings and Loan is herewith submitting a fully executed original "Indemnity and Hold Harmless Agreement" by both Downey Savings and Loan Association and Bayview Associates. These agreements should satisfy said conditions necessary for release of grading permit on lots 5, 6 and 7. Downey Savings and Loan would like to extend their appreciation for your assistance in this matter. Sincerely, e� .�044�,L Richard S. Andrews Project Manager Design/Construction :ijm attachments cc: Skip Schultz, Morse Consulting group Laura Steele Ruben Gonzalez 0 INDEMNITY AND HOLD HARMLESS AGREEMENT BAYVIEW ASSOCIATES, a California general partnership, whose address is 1400 North Bristol Street, Suite 245, Newport Beach, California 92660 (hereinafter "Indemnitor") in considera- tion of the waiver by the City of Newport Beach (hereinafter called "City") of a parcel map for the combining of lots 51 6 and 7 of Tract No. 12528 at the October 26, 1986, Planning Com- mission Meeting, agrees to the following terms and conditions: Indemnitor shall*indemnify and hold harmless City, its City Council, boards, commissions, officers, agents, servants and employees from and against any and all loss, damages, lia- bility, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit arising from or in any manner con- nected to said waiver of parcel map by the City. IN WITNESS WHEREOF, this Agreement is executed on this %Z— day of December, 1986. INDEMNITOR: BAYVIEW ASSOCIATES, a California General Partnership By: Davis Bayview Associates, a California General Partnership, General Partner By• ` William Davi , Managing Pryer By: . I lv�y P 3 mes M. Peters, General Partner INDEMNITY AND HOLD HARMLESS AGREEMENT DOWNEY SAVINGS AND LOAN ASSOCIATION, a California corporation whose address is 3200 Bristol Street, Costa Mesa, California 92626 (hereinafter "Indemnitor") in consideration of the waiver by the City of Newport Beach (hereinafter called "City") of a parcel map for the combining of lots 5, 6 and 7 of Tract No. 12528 at the October 269 1986 Planning Commission Meeting, agrees to the following terms and conditions: Indemnitor shall indemnify and hold harmless City, its City Council, boards, commissions, officers, agents, servants and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit arising from or in any manner connected to said waiver of parcel map by the City. IN WITNESS WHEREOF, this Agreement is executed on this llth day of December, 1986. INDEMNITOR: DOWNEY SAVI AND LOAN ASSOCIATION, a Californ• corporAtior. �7 a By: Senior Vike President LIIVLV\ L. J 1 LLLL Assistant Secretary Plan Check No. / 32 S�'—86 COMMERCIAL/INDUSTRIAL ZONING CORRECTIONS By: Tracy Williams, Associate Planner Telephone (714) 644-3200 Date: 9-09- A/' Address: 2D/ G 2 Tw A — Corrections Required: ✓vr���.e/Shy P �,��, Legal Description: Lot Block Section Tract_ ,pef�6• of G✓o�� " o7z Resubdivision required to combine lots or po tions of lots when construction or alterations are in excess of $5,009. G/Of/�ji /�dLeJi/dh fi� /io/jB`i�f /hCS' Lot Size Zone b-L Proposed Use / Required Setbacks: C !7� Front s pW 61/J/. Rear Right Side Left Side 0 Structural Area: a Buildable Area Permitted Area Proposed Area .d.C'6 • .S?.4'i�Gr1-.d L� Provide tissue overlay of calculations to verify provided square footage. / Required Parking �QQ iH Vl / /�GN Proposed parking (Indicate number of stalls provided) Total On -Site Parking AVEW Standard Compact In -lieu Parking Dimension building height as measured from natural grade. o average and maximum roof height ,?ti '/.V , 'G Show natural grade line on all elevations Show all rooftop mechanical equipment and dimension from grade directly below. © 2p Indicate location of trash containers on site plan. Number of stories ` Floor Plan fully dimensioned' -showing all room uses.- _ Plot Plan fully dimensioned showing location of all buildings, fences, etc. in relation to the property line. /r Fair Share Contribution Node San Joaquin Hills Transportation Corridor Fee 1.00 t . (OVER) • 0 SPECIAL APPROVAL REQUIRED THROUGH: Modifications Committee Planning Commission: Use Permit Variance ✓ *~-VA jMoe C/44P. Resubdivision - Tract Site Plan Review Amendment other - Public Works: Easement/Encroachment Permit Curb Cut Subdivision Engineer Traffic Engineer Approval of Landscape Plans Building Department: Gradin,gg EngineerA'YY/W rIWWAIO AY %NA' 47 4;4W1fA0W411 Parks Department: Approval of Landscape Plans Coastal Development Permits: Approval in Concept ' (Note: File 3 sets of plans: plot plan, floor plan, elevations). Coastal Development Permit No. waiver/Exemption A NOTE: It is the responsibility of the applicant to circulate their plans and obtain the necessary approvals from the departments checked above. If you have questions regarding your application, please contact me at (714) 644-3200. I f/ /i/V/�/L� iG�iil!%I)F /9� �iryr✓/ LL 1� A�Iv//o%l�✓ /��f +'/�j/�Ir Ao� �►/.f/� Sfi,�r�ts . /,eIYJ,oE' .prd�v.�a ,s,c,�,y. i r'WAF d�/,tip Gio :� 4 • 0 RECIEVED 211o/S'% U/e %.i2 c ,r 7 7. rlfl.I P -AWAI. /OaG /3Iz S4 See ie4'.fX0,/ G/y!//-Al.* 7` %���C �i. A"IP''r�. MAR 02E87 OSL Real Estate CALL Motion Ayes Absent 0 CITY OF EWPORT B N EACH toper c , Ova im,w ED DECno, RNA n a tn? INDEX be continued to the November 6, 1986 mission Meeting. Motion was made to c us Item No. 7, Use Permit No. 3235r Item No. 10, Use Pe No. 3240; Item No. 11, Tentative Map of Tract No. 12 nd Item No. 12, continue e November Request to anningEstablicommission sh Grade eMeeting. Motion on, 6, 1986, Planning MOTION CARRIED. Waiver of Parcel Map (Dis4ussion) Request to waive the requirement of a parcel map for the combining of lots in conjunction with the con- struction of a shared parking structure in the Bayview Planned Community. LOCATION: Lots 5, 6 and 7, Tract No. 12528,BDrive, located at 201 Crystal comprising the blockentire BayviewPounded lacer by Crystal Bay Drive and within the Bayview Planned Community. ZONE: P-C APPLICANT: J. M. Petlrs Co., Inc., Newport Beach OWNERS: Bayview Associates and Downey Savings and Loan, Newport Beach Mr. Bob Trapp, representing the applicant, appeared before the Planning Commission. Mr. Trapp stated that the applicant concurs with the findings and conditions in Exhibit "A". James Hewicker, Planning Director, referred to Condition No. 3, stating "that prior to the issuance of a building permit, a covenant shall be recorded to require that the site be held as one for recommended the life. an the structure", and he ingress, egress agreement be added to that viously egress Mr. Hewicker explained ttthe hagcity has prev for parking required mutual ingress, lots on more than one lot which set forth the manner in which the parking lots are to be operated as to access -2- Ctem NO-1 I Naiver of parcel Ma Ap oved October RECIEVED • AFC n e fern �-* ^9 CITY OF NEWPORT BEACH --- ` J '`'° IL CALL INDEX and parking. He further explained that the parking structure would be controlled so that all interested parties will be able to use the building over the period of time that the structure ,exists on the property. Mr. Hewicker commented that Downey Savings and Loan has drawn up an agreement that will be reviewed by the Planning Department and the City Attorney. Motion x Motion was made to approve the waiver of a Parcel Map, Ayes x x x x x subject to the findings and conditions in Exhibit "A", Absent x x including the following to be added to Condition No. 3: "In addition, there shall be a document recorded satisfactory to the City Attorney and the Planning Director, providing for a mutual easement for ingress, egress and parking on the subject lots". Motion voted on, MOTION CARRIED. FINDINGS: 1. That the building site must be held as separate lots for financing purposes, which prevents the applicant from combining the properties into a single building site. 2. That the entities proposing to use the site hold title to the land, and the estate in real property is of sufficient length to guarantee that the lots which constitute the building site will be held as a single entity for the economic duration of the building improvement to be placed on the site. CONDITIONS: 1 That the applicant shall indemnify and hold —�L harmless the City in a manner satisfactory to the City Attorney in conjunction with the waiver of the parcel map. /2✓� Should the subject property ever be held under a �. single ownership, this waiver shall become null and void and the property owner shall obtain the approval of a resubdivision. That prior to the issuance of a building permit, a covenant shall be recorded to require that the site be held as one for the life of the structure. In addition, there shall be a document recorded -3- S CALL * EWPORT • CITY OF N ACH DEC DSL Reel Estate satisfactory to the City Attorney and the Planning Director, providing for a mutual easement for ingress, egress and parking on the subject lots. 4.,/ That the median island in Bayview Place at Crystal Bay Drive be modified to remove the island from �k the crosswalk area in conformance with plans to be approved by the Public works Department. 5�/ That an agreement and accompanying surety be 0A provided to guarantee satisfactory completion of aDGj/ the public improvements if it is desired to obtain a building permit prior to completion of the public improvements.1 ,equest to amend a previously approved Use Permit which fitted an expansion of the existing Edwards Theatre p in the C-O-H in est to wport Center located on property nt furthert xpand the theatreh proposed soastoo add two s a rnew eaudi- toriums ntaininq a total of 600 new seats. The proposal a o includes: a modification rkingespaces� Code so as to ermit the use of compactarking agreement the approval o an amended off -site p at the for a portion of a required off-street parking southeasterly corn of Newport Center Drive a a king Miguel Drive and the San proval of a new off -site p agreement for a port n of the required off-street parking involving a port n of the Design Plaza p located at the nor westerly corner of Avocado area, nd the acceptance of an Avenue and Farallon Drives environmental document. AND B. Traffic Stud (Public Hearinq) Request to appr ove a traffic study so as o permit the otal Of addition of two new auditorium EdwarIsi Theat nina tcomplex 600 new seats at the existing in Newport Center. m Parcel A of Parcel Map 25-1 (Resub LOCATION: division No. 260), and Parcel No. 1 Parcel Map 60-36 (Resubdivision No. 454) (building site); and Parcel A of -4- INDEX Item No. Use Perm No. 1527, Ll PLANNING DEPARTMENT (714) 644-3200 October 7, 1986 TO: Mike Carden FROM: Tracy E. Williams, Associate Planner SUBJECT: Bayview Parking Structure The following calculations are provided below for the Bayview Parking Structure in conjunction with the development of Downey Savings: Based on 324,059 sq.ft. - office 1st 19,500 sq.ft. - retail 125,000 sq.ft. 199,059 sq.ft. 500 parking spaces 664 parking spaces 1,164 office 78 retail 1,242 total spaces required for phase of construction 0 0 TO: File FROM: Tracy E. Williams SUBJECT: Bayview Parking Structure Meeting notes dated 9-24-86 A. Criteria for waiving a Parcel Map 1. Agreement to utilize joint use of parking for life of subject uses. Agreement shall be reviewed by City Attorney, Building, and Planning. Prior to issuance: 1. All of Building regulations must be satisfied. 2. All of Planning regulations must be satisfied. 3. Use of building for economic life of structure. 4. Planning Commission approval. B. Complete Retail Facility Plan Check. 1. City attorney approval of parking agreement required. C. JDH approval, ok with Hold Harmelss Letter 1. Resubdivision or waiver 2. Corrections must be sati 3. Request to waive Parcel Plan Check No. 32^ S"86 COMMERCIAL/INDUSTRIAL ZONING CORRECTIONS By: Tracy Williams, Associate Planner Telephone (714) 644-3200 Date: 9-09- 0l Address: 20/ /__ Corrections Required: Legal Description: LotBlock Section Tract_ ,lles�6• di Gva���s �� ,eor«/ �/G,�. Resubdivision required to combine lots or poftions of lots when construction or alterations are in excess of $5,00 p�j C/O�/� /ocgoi/Oh 6� �'t�e�-may /hGs • L/ Lot Size Zone ,b-G Proposed Use ps�aic iv�r ��yLls''p� Required Setbacks: Front /0 Rear U / Right Side i Left Side /!7/ Structural Area: Buildable Area Permitted Area Proposed Area P,�ry. ,&Lp/Y Provide tissue overlay of calculations to verify provided square footage. _AE— Required Parking Proposed parking (Indicate number of stalls provided) Total On -Site Parking Standard Compact In -lieu Parking Dimension building height as measured from natural grade to average and maximum roof height f Show natural grade line on all elevations W_ Show all rooftop mechanical equipment and dimension from grade 2 directly below. Indicate location of trash containers on site plan. Number of stories Floor Plan fully dimensioned showing all room uses. Plot Plan fully dimensioned showing location of all buildings, fencesf etc. in relation to the property line. Fair Share Contribution hOAe San Joaquin Hills Transportation Corridor Fee a (OVER) 1 0 SPECIAL APPROVAL REQUIRED THROUGH: Modifications Committee Planning Commission: Use Permit variance Resubdivision - Tract Site Plan Review Amendment Other - Public Works: Easement/Encroachment Permit Curb Cut Subdivision Engineer Traffic Engineer Approval of Landscape Plans Building Department: Gradin,gg Engineer P%Yv/!/P/ �6�fC/id�i Ff ��9OSG Parks Department: Approval of Landscape Plans Coastal Development Permits: Approval in Concept (Note: File 3 sets of plans: plot plan, floor plan, elevations). Coastal Development Permit No. Waiver/Exemption 14 NOTE: It is the responsibility of the applicant to circulate their plans and obtain the necessary approvals from the departments checked above. If you have questions regarding your application, please contact me at (714) 644-3200. J -, 19�ov140e Jr4AAA/ 4*4 .Ahfeer ?' �o doy�� ��ri¢.©s '0 �bpy 'ei�i� dG�/"h Gflo. th G�fld *r/ ��4fk .p.�Q�/R� �/may cdUtiGi� 9.o.o/zov�f .,�/,xct ° 6 Plan Check COMMERCIAL/INDUSTRIAL ZONING CORRECTIONS By: Tracy Williams, Associate Planner Telephone (714) 644-3200 Date: / Address: Corrections Required: Legal Description: Lot 15-a Block Section Tract 17 ✓? 4fOw L oGq 7/d'V 9 a� LINE _ or / f�Tt Resubdivision required too combine lots lots or portions of lots when construction or alterations are in excess of $5,000. Lot Size Zone P'G Proposed Use TT Required Setbacks: Front /O J %IJJI 9D '02 L elf Dlks Rear /O Right Side Left Side //% Structural Area: I' Buildable Area Permitted Area Proposed Area Provide tissue overlay of calculations to verify provided square footage. Required Parking s ® Proposed parking (Indicate number of stalls provided) r Total on -Site Parking / S Standard /1 0 Compact //,9h // C4 In-lieu arking -+9 s ss43 0eDimension building height as measured from natural gr de to average and maximum roof height Show natural grade line on all elevations Show all rooftop mechanical equipment and dimension from grade directly below. Indicate location of trash containers on site plan. Number of stories j Floor Plan fully dimensioned showing all room uses. Plot Plan fully dimensioned showing location of all buildings, fences, etc. in relation to the property line. Fair Share Contribution IM San Joaquin Hills Transportation Corridor Fee (OVER) SPECIAL APPROVAL REQUIRED THROUGH: Modifications Committee Planning Commission: Use Permit Variance Resubdivision - Tract Site Plan Review Amendment Other - j> Y, /�diiFL'sEee ltil/T Public works: Easement/Encroachment Permit //, C S` Curb Cut Subdivision Engineer Traffic Engineer erE'E a'O.!y Gam' Approval of Landscape Plans Building Department: Grading Engineer Parks Department: Approval of Landscape Plans Coastal Development Permits Approval in Concept Ok (Note: File 3 sets of plans: plot plan, floor plan, elevations). Coastal Development Permit No. waiver/Exemption NOTE: It is the responsibility of the applicant to circulate their plans and obtain the necessary approvals from the departments checked above. If you have questions regarding your application, please contact me at (714) 644-3200.