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Pre-Annexation Development Agreement DOCUMENT: 13801120 Titles 1 / Pages: 59 ~CORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ;>0013801120;> City of Gilroy 7351 Rosanna Street Gilroy, CA 95020-6141 Attn: City Clerk BRENDA DAVIS SANTA CLARA COUNTY RECORDER Recorded at the request of City Fees .+ No Fees Taxes. Copies AMT PAID RDE f:l 008 8/05/1997 852 AM SPACE ABOVE THIS LINE FOR RECORDER'S USE THIS DOCUMENT IS RECORDED FOR THE BENEFIT OF THE CITY OF GILROY AND IS ENTITLED TO BE RECORDED FREE OF CHARGE IN ACCORDANCE WITH SECTION 6103 AND 27383 OF THE GOVERNMENT CODE PRE-ANNEXATION DEVELOPMENT AGREEMENT FOR HECKER PASS between NOB HILL GENERAL STORE, INC., a California corporation ("Developer") and the CITY OF GILROY, a municipal corporation (the "City") \KKS\325071.08 76.042004706031 -1- TABLE OF CONTENTS Page A. Capitalized Terms......................................1 B. The proj ect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 1. Phase 1 of the proj ect. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Phase 2 of the Project............... ... ..........2 3. Phase 3 of the Project............................2 C. Description of Project under County Jurisdiction.......2 D. California Government Code Provisions..................3 E. City of Gilroy Development Agreement Legislation.......3 F. Construction of Public and Private Improvements........4 G. Project Benefits.......................................4 H. Status of City General Plan............................4 I. Existing City Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 J. Status and Impact of CEOA.............................. 5 K. Pre-Annexation Development Agreement Appropriate.......5 L. Administrative Action..................................5 1. CONSTRUCTION OF PUBLIC IMPROVEMENTS....................6 1.1. Off-Site Extension of City Water Main...........6 (A) From Golf Course to Project ...............6 (B) From Santa Teresa to the Golf Course ... ...6 1.2. On-Site Extension of City Water Main............7 1.3. Zone 1 Water System............................. 7 1.4. Water Main Loop/Water Master Plan...............7 1.5. Extension of Sewer Main. . . . . . . . . . . . . . . . . . . . . . . . .7 1.6. Sanitary Sewer Siphon Cost Split................8 1.7. Traffic Improvements............................ 8 (A) Theme Park Development ......... ...........8 (B) Mitigation Measures ............ ...........8 1.8. Storm Drain Construction and Installation.......9 1.9. Public Improvement and Other City Fees..........9 (A) Sewer and Water Development Fees ..........9 (B) Traffic Impact Fees .......................9 (C) Future Public Improvement Fees ..... ..... .10 1.10. Improvement Agreements and Deferred Improvement Agreements ........................10 2. OUALIFIED APPLICANT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10 3. EFFECTIVE DATE; TERM................................. .10 3 . 1 . E f f e c t i ve Date................................. 10 3 . 2 . Ope ra t i ve Da t e. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 (A) Annexation of the Property; Termina t ion .............................. 11 3 . 3 . Te rm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 4. GENERAL DEVELOPMENT OF THE PROJECT....................11 4.1. Annexation of Property.........................11 4.2. Subdivision and Parcelization of Property......11 4.3. Building Permits and Other Approvals...........11 4.4. Other Governmental Permits.....................11 4 . 5 . Exa c t ions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 4.6. General Standard of City Review................12 4.7. Operating Memoranda. . . . . . . . . . . . . . . . . . . . . . . . . . . .12 i 4.8. Consistency with proiect EIR.................. .12 5. SPECIFIC CRITERIA APPLICABLE TO DEVELOPMENT OF THE PROJECT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 5.1. Applicable Ordinances And Approvals............13 (A) Ordinances Affecting Phase 1 .............13 (B) Ordinances Affecting Phases 2 and 3 ......13 (C) Government Code Provisions...... .........13 5.2. Governing Approvals. .............. .............13 (A) Existing County Approvals: Sunset P rov is ion ................................ 14 (B) Acceptance of Pre-Existing Plans and Improvements ............................. 14 (C) Water and Fire Fighting Requirements .... .15 5.3. Easements: Abandonments................ ........15 6. CONSTRUCTION OF IMPROVEMENTS.......... .......... ......16 6.1. Construction of Public Improvements............16 6.2. Bonds and Insurance............................16 6.3 . Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17 6.4. Construction of Phase 1 Improvements...........17 7 . ANNUAL REVIEW PROCESS................................. 17 7 . 1 . Annual Review.................................. 17 7.2. Developer's Submission......................... 17 7 . 3 . Report on Compl iance. . . . . . . . . . . . . . . . . . . . . . . . . . . 18 7.4. Finding of Noncompliance.......................18 7.5. Miscellaneous Requirements in Connection With Annual Review........................... .18 8. PERMITTED DELAYS: SUPERSEDURE BY SUBSEQUENT LAWS......18 8.1. Permitted Delays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 8.2. Supersedure by Subsequent Laws.................19 9. EVENTS OF DEFAULT: REMEDIES: TERMINATION: ATTORNEYS' FEES: CHALLENGE............................ 19 9.1. Events of Default............................. .19 9.2. Limitation of Remedies... ..................... .19 9.3. Waiver: Remedies Cumulative....................20 9.4. Litigation Expenses............................ 20 (A) Payment to Prevailing Party ..............20 (B) Scope of Fees ............................21 9 . 5 . E f f e c t 0 f Te rmi na t ion. . . . . . . . . . . . . . . . . . . . . . . . . . 21 9.6. Estoppel Certificate...........................21 9 . 7 . Chall enge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 10. MORTGAGE PROTECTION: CERTAIN RIGHTS OF CURE..........22 10.1. Mortgagee Protection.......................... 22 10.2. Mortgagee Not Obligated.......................22 10.3. Notice of Default to Mortgagee: Right of Mortgagee to Cure .............................22 (A) Notice From Mortgagee ....................22 (B) Mortgagee Right to Cure ..................23 11. TRANSFERS AND ASSIGNMENTS....... ........... ......... .23 11. 1. Rig h t to As sign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 11.2. Release Upon Transfer.........................24 11.3. Covenants Run With The Land...................24 12. AMENDMENT AND TERMINATION............................25 12.1. Amendment or Cancellation.....................25 12.2. Recordation of Amendment. ..... ............... .25 ii 13 . NOTI CES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26 13 . 1 . Procedures.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26 14 . MISCELLANEOUS........................................ 26 14.1. Negation of Partnership.......... ............ .26 14.2. Approvals..................................... 27 14.3 . Severabil i ty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27 14.4. Exhibits..................................... .27 14.5. Entire Agreement.............................. 27 14.6. Construction of Agreement.....................28 14.7. Governing Law................................. 28 14.8. References; Terminology.......................28 14.9. Signature Pages............................... 28 14 . 10. Time.......................................... 28 List of Exhibits EXHIBIT "A" - DEFINED TERMS.......................... 33 EXHIBIT "B" - LEGAL DESCRIPTIONS.....................35 EXHIBITS "C-l" AND "C-2" - PROPERTY SITE PLANS.......36 EXHIBIT "D" - LIST OF COUNTY APPROVALS...............37 iii PRE-ANNEXATION DEVELOPMENT AGREEMENT FOR HECKER PASS. . . A F AMIL Y ADVENTURE THIS PRE-ANNEXATION DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into this 2nd day of April, 1997, by and between Nob Hill General Store, Inc., a California corporation ("Developer") and the City of Gilroy, a municipal corporation (the "City") and is made with reference to the following facts and objectives: RECITALS A. Capitalized Terms. This Agreement refers to and utilizes certain capitalized terms which are defined in this Agreement. The parties hereto intend to refer to those definitions in conjunction with the use of such defined terms throughout this Agreement. A list of such defined terms is attached hereto as Exhibit "A." B. The pro'i ect . The proj ect ( "proj ect") consists of the development and construction of a theme park (the "Theme Park") in Phases 1 and 2, along with certain additional facilities supporting the Theme Park to be constructed in Phase 3, the parameters of which are described in the Project EIR and which are located on approximately 265.49 acres within a total of 641.79 acres of real property (the "Property"), which is situated on the south side of Hecker Pass Highway (State Highway 152) in Gilroy, California. The proj ect is commonly known as "Hecker Pass A Family Adventure." The remaining 376.30 acres of the Property will be designated as "Open Space" on the City's General Plan. The legal descriptions of the parcels comprising the Property are attached hereto as Exhibit "B. " Each of the three Phases are described as follows: 1. Phase 1 of the Pro'iect. "Phase 1" consists of approximately eighty (80) acres designated as Phase One on Exhibits C-l and C-2 attached hereto, together with the improvements constructed or to be constructed thereon. The pri vate improvements constructed or to be constructed in Phase 1 of the Project (the "Phase I Improvements") include approximately 35 acres of landscaped recreational areas that currently feature a large lake with waterfalls, several narrow gauge trains that wind through the Theme Park, certain rides and attractions and one-of-a-kind sculpted "circus" trees. Attached hereto as Schedule 1 is a listing of all of the Phase I Improvements segregated, as of the date of the Agreement, as to (i) those that are completed or in the process of being completed as of the date hereof and (ii) those that are to be completed in the future. Within IKKSI325071 ,08 76-042004706031 -1- ten (10) days after annexation of the Property into the City, Developer shall provide City with an updated Schedule I, setting forth as of the date of annexation, all of the Phase I Improvements segregated in the manner described in the prior sentence. 2. Phase 2 of the Project. "Phase 2" consists of approximately forty-eight (48) acres designated as Phase Two on Exhibits C-l and C-2 attached hereto, together with the improvements constructed or to be constructed thereon. The exact description of the improvements to be constructed during Phase 2 of the Project are not now known, but Developer anticipates that the improvements to be proposed by Developer for Phase 2 will consist of (i) improvements on two areas totaling approximately 18 acres designed to accommodate, among other things, the expansion of the activities conducted within the Theme Park and (ii) improvements on an area approximately 30 acres designed to accommodate, among other things, additional improvements dedicated to support facilities for the Theme Park, including without limitation parking and access to the Theme Park. 3. Phase 3 of the Project. "Phase 3" consists of approximately one hundred thirty seven and 49/100 (137.49) acres designated as Phase Three-Future on Exhibits C-l and C-2 attached hereto, together with the improvements constructed or to be constructed thereon. The exact description of the improvements to be constructed during Phase 3 of the proj ect are not now known, but shall be constructed in multiple phases on the remaining 137.49 acres of the Project. Developer anticipates that the improvements proposed by Developer for Phase 3 of the Project may include a motel, expansion of the Theme Park, a conference center, as well as additional commercial and retail structures, which uses are consistent with the City's current General Plan and zoning designations for this area. A portion of the 137.49 acres designated as Phase 3 contains the existing Group Picnic Area which improvements shall either remain as is, or be redeveloped during Phase 3. Each of the three (3) phases of construction of the proj ect are depicted on the "PADA Property Site Plan Master Plan," dated June 14, 1996 and the "Theme Park - Approved in County Master Plan," dated June 14, 1996 attached hereto respectively as Exhibits "C-1" and " C - 2 " . C. Description of Prolect under County Jurisdiction. Developer has advised the City that as of the date of this Agreement the events described in this Recital C have occurred. The General Plan of the County of Santa Clara, California ("County") was amended to incorporate a Scenic Service zoning for the Project in 1982, with the final Environmental Impact Report ("EIR") required for that action being certified by the County Board of Supervisors on HPFA Development Agreement - Page 2 November 23, 1982. Additional traffic studies were prepared by Brian Kangas Foulk in September 1982 and a subsequent EIR (addressing sewage) was prepared and certified in 1986. The County initially issued a Use Permit for the Project dated June 19, 1987. In October 1988, Developer submitted an application for an amendment to the Use Permit to the County. The architectural and site approval ("ASA") for this amendment, including master grading, was granted on February 9, 1989. Since that time, a number of ASA submittals have been made and approved by the County for portions of the project. In August 1993, an ASA submittal was filed for the approval of certain rides and attractions for the Theme Park, and was approved, subject to certain new conditions, on November la, 1993. On appeal to the County Board of Supervisors, the ASA for the Theme Park for those rides and attractions was approved on April 14, 1994. As a result of these approvals by the County, as of the date of this Agreement, Developer has advised the City that Developer has been granted all of the discretionary approvals required to develop and construct Phase 1 and that portion of Phase 2 of the Theme Park depicted on Exhibit "C- ~ as "Phase Two (Approved in County)" save and except for the approvals required to develop the area within the Theme Park designated as "Future Expansion Area," as are shown thereon. The development of both the "Future Expansion Area" and the property comprising Phase 3 will require future approvals by the City or County, depending on the date of annexation. Attached hereto as Exhibit "D" is a listing of the approvals obtained from the County as of the date of execution of this Agreement by City and Developer. D. California Government Code Provisions. In order to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Section 65864 et seq., of the Government Code (the "Development Agreement Statute"), which authorizes the City to enter into a property development agreement with any person having a legal or equitable interest in real property, in order to establish certain development rights in such real property. E. City of Gilroy Development Agreement Legislation. The Development Agreement Statute authorizes the City to adopt legislation authorizing the entry into development agreements in connection with the development of real property in an unincorporated area within the City's sphere of influence except that such agreements will not become operative unless annexation proceedings annexing the property to the City are completed within the time specified in the development agreement. City Resolution No. 83 - 67 dated September 6, 1983 (the "Development Agreement Resolution") was adopted pursuant to the Development Agreement Statute. HPFA Development Agreement - Page 3 F. Construction of Public and Private Improvements. The execution of this Agreement and the subsequent annexation of the Property shall permit the City to oversee the development and construction of certain public improvements that may be associated with the proj ect. Subj ect to normal fees and processing procedures then in effect, the City hereby agrees to approve the issuance of all building permits for any Phase I Improvements which on the date of annexation do not have building permits in effect, but for which all other County approvals necessary to allow construction of such improvements have been obtained and remain in effect at the date of annexation (the "Remaining Phase I Improvements"), on the condition that the Remaining Phase I Improvements conform to the City's then existing building, fire and health and safety codes and applicable State Laws. G. Project Benefits. The parties hereto believe that the orderly development of the Project, as conditioned by this Agreement, will provide many public benefits to the City, not only by confirming that all remaining private improvements for which City issues building permits are constructed to conform to the City's then existing building fire and health and safety codes, but also by the generation of increased tax revenues resulting in fiscal benefits to the City, the installation of on-site and off-site public improvements I the construction of beneficial commercial and entertainment establishments within the City, and the creation of new jobs, both in connection with the construction of the Project and the ongoing operation thereof. H. Status of City General Plan. The City has completed its review of its General Plan and has made the requisite findings that the execution of this Agreement is consistent with and conforms to (i) the requirements of the Development Agreement Resolution and (ii) the City's General Plan. I. Existing City Approvals. The "Existing City Approvals" consist of (i) the acceptance of the Project into the City's Urban Service Area, (ii) the designation of the Project on the City's General Plan and (iii) the certification of the proj ect EIR. Each of these approvals are consistent with the goals and policies of the City's General Plan, and have been approved based on findings that the Project is consistent with the objectives of the City's General Plan, including without limitation, the objective to maintain the overall quality of life and of the environment within the City, while imposing appropriate standards and requirements with respect to land uses, building heights and densities, traffic improvements, and other support facilities. HPFA Development Agreement - Page 4 J. Status and Impact of CEOA. In connection with the granting of the Existing City Approvals, an Environmental Impact Report was prepared for the proj ect by EMC Planning Group, Inc., and was certified by the City Council of the City of Gilroy ("City Council") on July 16, 1990 (the "Project EIR") which included an analysis of the environmental effects which could result from the Project, as therein defined. The proj ect EIR identified the possible environmental effects of the proposed general plan amendment, pre - zoning, annexation and the development of the proj ect that might be significant and imposed a number of measures designed to eliminate, mitigate, or otherwise reduce to an acceptable level, the possible effects of the proposed Project (the "Mitigation Measures"). The City has found that no new impacts, not considered in previous EIRs, and no new information, which was not known or could not have been known at the time of the certification of the proj ect EIR that would materially impact Phase 1 of the proj ect, has become available to City. Prior to entering into this Agreement, the City has reviewed the proj ect EIR and the Mitigation Measures. Provided that there has been no material change to Phase 1 from that contemplated under the Project EIR, no subsequent or supplemental Environmental Impact Reports are currently necessary or required under the California Environmental Quality Act ("CEQA") with respect to Phase 1 of the Project. K. Pre-Annexation Development Agreement Appropriate. The City has determined that the Project is a development for which a Pre-Annexation Development Agreement is appropriate in order to achieve the goals and objectives of the City's land use planning policies and in order to provide appropriate assurances to the Developer regarding the conditions pursuant to which it can complete the development and construction of the Project. L. Administrative Action. On February 6, 1997, the City of Gilroy Planning Commission held a duly noticed public hearing on this Agreement and found this Agreement consistent with the City's General Plan, and recommended to the City Council that it approve the required Enacting Ordinance. Thereafter on February 18, 1997, the City Council held a duly noticed public hearing on this Agreement, and on March 3, 1997 adopted Ordinance No. 97-4 required to enact this Agreement ("Enacting Ordinance"). NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Statute and Development Agreement Resolution, and in consideration of the mutual covenants and promises contained in the foregoing Recitals and the mutual covenants and promises of the parties hereinafter set forth, the parties agree as follows: HPFA Development Agreement - Page 5 1. CONSTRUCTION OF PUBLIC IMPROVEMENTS. improvements shall constitute the "Public required of Developer in connection with the development and operation of the Project: The following Improvements" construction, 1.1. Off-Site Extension of City Water Main. In connection with the extension and sizing of the City's water main to the Project, the parties agree as follows: (A) From Golf Course to Project. Developer shall, during Phase 1, install a 24" water line to the Project, by extending the existing water main along Highway 152 from the golf course to Burchell Road, then south along the east side of Uvas Creek for approximately 1,000 feet, at which point the water main shall cross below Uvas Creek approximately 250' to the west bank of Uvas Creek for future connection to the Project's on-site water system. The extended water main shall end with a water valve and cap. Water service to the Project, including air gap, will require a separate permit from the City. That portion of the extended water main to be constructed within the Caltrans right-of-way, has been heretofore approved by Caltrans Encroachment Permit No. 0495-6UL0188, dated February 1, 1995. Developer shall obtain all approvals required from Caltrans for the work to be done within the Caltrans right-of-way at Developer's cost. The parties agree that the City shall reimburse Developer, per the then current City reimbursement schedule, the cost difference associated with installing a 24" pipe versus an 18" pipe. The City's issuance of an encroachment permit to the extent necessary to allow the 24" water main to be constructed across the golf course shall be at no cost to Developer. (B) From Santa Teresa to the Golf Course. The water main from Santa Teresa Boulevard to the golf course is currently 16". If the existing 16" water main has not been upgraded at such time that Developer's known or anticipated demand for water for the Project exceeds the capacity of the existing 16" main, then Developer agrees to install a 24" water main from Santa Teresa Boulevard to the golf course, conditioned upon the costs thereof being shared as hereinafter described. Developer and City shall pay for all of the costs associated with planning, designing, constructing and installing a 24" water main, so long as (i) all of such costs relating to the first 16" thereof are allocable to and paid by the City, (ii) all of such costs relating to any capacity in excess of the first 16", if any, based on Developer's then existing or anticipated water needs for the Project, are allocable to and paid by Developer, and (iii) all additional costs, if any, are allocable to and paid by the City. The percentages of the foregoing costs to be borne by each party shall be the percentages derived by comparing the relative costs assigned HPFA Development Agreement - Page 6 to such improvements on the City's then existing fee schedule. 1.2. On-Site Extension of City Water Main. The further extension of the water main through the frontage of the Project to serve adjacent properties shall be deferred by the Developer in accordance with a deferred improvement agreement entered into pursuant to Section 1.10, pursuant to which Developer shall extend such service on demand by the Ci ty based on development to the west of the proj ect and provided a bond, set-aside letter or other approved security is provided for the future extension of the water main, all in accordance with the deferred improvement agreement. The Developer shall grant to the City, simultaneously with the annexation of the Property, a 30-foot easement in order to accommodate the construction, installation and maintenance of the water line and other utilities and services in the future on terms and conditions satisfactory to City. 1.3. Zone 1 Water System. The Project is and shall remain excluded from the City's future Zone 2 water system, and it is understood and agreed that the City shall provide Developer with water through the City's distribution system at Zone 1 pressure. Developer shall not have any obligation to participate in the cost of the City's Zone 2 water system, and City shall not be obligated to provide a future Zone 2 or higher water system connection to Developer. The proj ect shall be separated from the City's Zone 1 water system by an appropriate air gap system satisfactory to City. 1.4. Water Main Loop/Water Master Plan. Since the Developer has opted not to be a part of the City's Zone 2 water system, the loop shown in the Water Master Plan has been relocated to the east, and Developer shall not be required to construct or contribute to the cost of constructing the loop. In addition, it is expressly understood and agreed that Developer shall have the right to use well water for irrigation of the Project, subject to all City, County, Santa Clara Valley Water District or other governmental rules and regulations, without the imposition by the City of any well, pumping or similar tax or assessments. Developer acknowledges that agencies other than the City, such as, for example, the Santa Clara Valley Water District, may impose such taxes or assessments. 1.5. Extension of Sewer Main. The extension of the sewer main through the frontage of the proj ect to serve adj acent properties to the west of the proj ect shall be deferred in accordance with a deferred improvement agreement entered into pursuant to Section 1.10, pursuant to which Developer shall extend such service on demand by the City based on development to the west of the Project and a bond, set-aside letter or other approved security is provided for HPFA Development Agreement - Page 7 the future construction of such sewer main, all in accordance with the terms and conditions of the deferred improvement agreement. Consistent with Section 1.2 hereinabove, Developer shall grant, simultaneously with the annexation of the Property, the 30-foot easement referenced in Section 1.2 in order to accommodate the construction, installation and maintenance of the sewer main in the future. 1.6. Sanitary Sewer Siphon Cost Split. The Project's anticipated domestic water demand of 250 GPM can be accommodated by a 6 - inch sanitary sewer siphon. However, due to the potential for future development west of the Project, the City believes that the use of an 8-inch and a 10-inch sewer siphon may be required for such future development. Consequently, Developer shall install 611, 8 II and 1011 sanitary sewer siphons under Uvas Creek during Phase 1 of the Project and shall grant a 30-foot sanitary sewer easement to the City upon completion thereof. The cost of installing the 8-inch and the 10-inch sanitary sewer siphons based on the City's then current cost schedule shall be reimbursed to Developer by the City if, within fifteen (15) years from the date hereof, the City receives any fees from third parties for connecting to the sanitary sewer system utilizing any of the siphons installed by Developer. 1.7. Traffic Improvements. Developer and the City agree that the following improvements shall be required of the Developer now and in the future: (A) Theme Park Development. Developer has designed and pre-engineered the entrance to the Project from Hecker Pass Highway (State Highway 152) to accommodate signalization. Developer will, at its sole cost and expense, signalize this intersection when Caltrans or the City warrants that it is required and approves the construction thereof. Developer shall diligently pursue such approvals, at Developer I s cost. In consideration of such commitments, Developer shall not be required to make any additional traffic related improvements during the construction of Phase 1. (B) Mitigation Measures. Developer and City recognize and acknowledge that the impact of future phases of development on traffic related issues is unclear and uncertain at this time. Specifically, the parties have determined that because of such uncertainty, the implementation of Mitigation Measures 16 and 17 mayor may not be appropriate and agree that (i) upon completion of Phase 1 (and the monitoring of traffic resulting therefrom), the City and Developer shall meet and design and Developer shall thereafter implement prior to commencement of construction of any subsequent Phase, subj ect to standard City environmental processes, reasonable measures to HPFA Development Agreement - Page 8 mitigate known and anticipated traffic problems, and (ii) upon completion of each of Phases 2 and 3 (and the monitoring of traffic resulting therefrom), the City and Developer shall meet and design and Developer shall thereafter implement, subject to standard City environmental processes, reasonable measures to mitigate known and anticipated traffic problems. 1.8. Storm Drain Construction and Installation. Because Developer has widened Uvas Creek to the 100 year flood level, installed rip-rap for stream bank erosion control along the length of Uvas Creek within the proj ect and obtained all Fish & Game and Army Corps of Engineers permits required therefor, no additional storm drainage improvements shall be required by City for completion of the proj ect. Because of the completion of these improvements, Developer shall not be required to pay any City storm drain fees in connection with Phase 1 of the Project. Any additional work required by other governmental authorities shall be implemented by Developer at Developer's cost. 1.9. Public Improvement and Other City Fees. Public improvement fees and other fees associated with the development and construction of the Project shall be calculated and charged to Developer as follows: (A) Sewer and Water Development Fees. Sewer and water fees for any portion of the Project shall be payable when Developer applies for a permit to connect such portion of the Project to the City's water and sewer systems. City and Developer agree that Developer has already paid for 22,500 gpd of sewer capacity. Any additional sewer development fee, water development fee or reimbursement for the proj ect 's share of the sewer connection fees paid in connection with the Country Estates project which has been or is being developed in the vicinity of the Project, shall be calculated based on the then current fee schedule. (B) Traffic Impact Fees. With respect to traffic impact fees, Developer and City agree that the proj ect is unique due to the uncertain level of traffic impact associated with its usage from time to time. Consequently, Developer and the City hereby agree that in consideration of Developer's commitment to signalization of the Project entrance and annexation of the Property as herein provided, there shall be no traffic impact fees levied or assessed in connection with the construction of Phase 1. The parties agree, however, that the actual traffic generated upon completion of Phase 1 of the proj ect, based on the actual operation of the Theme Park, shall be monitored at Developer's cost pursuant to a monitoring program approved by City to determine which commercial or other category (low or high traffic generation or other then applicable categories) is applicable, and Developer agrees to pay the HPFA Development Agreement - Page 9 standard City traffic impact fees for Phase 2 based on the traffic generation category determined as the result of such monitoring, subj ect to this subsection below. Similarly, the actual traffic generated upon completion of Phase 1 and 2, based on the actual operation of such Phases, shall be monitored at Developer's cost pursuant to a monitoring program approved by City to determine which commercial or other category (low or high traffic generation or other applicable categories) is applicable, and Developer agrees to pay the standard City traffic impact fees for Phase 3 based on the traffic generation category determined as the result of such monitoring, subject to this subsection below. Notwithstanding the foregoing, to the extent traffic generation categories for proposed uses for Phase 2 or Phase 3 are determined by City to conform to then-existing traffic generation categories, City shall have the right to determine the appropriate traffic impact fees for Phases 2 or 3 without regard to traffic monitoring results for completed Phases. (C) Future Public Improvement Fees. Fees for future phases of the Project, including, without limitation, sewer, water, police and fire impact fees and storm drainage development fees, shall be based on the City's then existing fee schedules. 1.10 Improvement Agreements and Deferred Improvement Agreements. Developer acknowledges that this Agreement is not a substitute for nor shall it be construed as having been entered into in lieu of customarily required City improvement agreements or deferred improvement agreements (collectively, "Improvement Agreements") with respect to any and all public improvements to be developed or constructed by Developer as herein provided. All such agreements shall be entered into by Developer upon the earlier of final map approval or thirty (30) days after request by the City for such agreements, and shall be in substantially the form then being required by City in connection with similar public improvements. 2. OUALIFIED APPLICANT. The Developer represents and warrants that it has the full power and authority to execute this Agreement and to enter into and perform each covenant and condition hereof as the legal or equitable owner of the Property. 3. EFFECTIVE DATE: TERM. 3 .1. Effective Date. This Agreement shall be dated and the obligations of the parties hereunder shall be effective thirty (30) days subsequent to the date on which the Enacting Ordinance is approved by the City Council, as specified in the Recitals above. After the Enacting Ordinance takes effect pursuant to Government Code ~36937, HPFA Development Agreement - Page 10 and not later than ten (10) days thereafter, the City, by and through its City Council, and Developer shall execute and acknowledge this Agreement, and thereafter the City Clerk of the City of Gilroy ("City Clerk") shall cause this Agreement to be recorded in the Official Records of the County of Santa Clara, State of California. The cost of recording this Agreement shall be borne by Developer. 3.2. Operative Date. The Agreement shall become operative on the date specified in Government Code ~65865. (A) Annexation of the Property; Termination. In the event the Property is not annexed into the City on or before the date that is twenty- four (24) months after the effective date of this Agreement , this Agreement shall terminate, unless extended by mutual written agreement between Developer and the City. 3.3. Term. The "Term" of this Agreement shall be for a period of fifteen (15) years, unless sooner terminated as herein provided, and shall commence on the effective date of the Enacting Ordinance. 4. GENERAL DEVELOPMENT OF THE PROJECT. 4.1. Annexation of Property. The City shall cooperate with Developer in timely processing the annexation of the Property before all administrative and legislative bodies, provided that Developer shall reimburse City for all time expended at the request of Developer for such assistance at the then existing rates charged by the City for such services. 4.2. Subdivision and Parcelization of Property. (A) The City agrees to promptly process, in accordance with the City's normal procedures and requirements, including all normal dedications and requirements consistent with the California Subdivision Map Act, any and all applications filed by the Developer for subdivision, lot line adjustments, parcelization or other similar applications relating to the Property reasonably required in order to develop and complete the Project. 4.3. Buildinq Permits and Other Approvals. The City shall timely process all of the building permits and other approvals, if any, reasonably required in order for the Developer to complete Phases 1 and 2 of the Project in accordance with the City's normal procedure and requirements and the terms and conditions of this Agreement. 4.4. Other Governmental Permits. City shall cooperate with Developer in its endeavors to obtain such other permits and approvals as may be required from other HPFA Development Agreement - Page 11 governmental or quasi-governmental agencies having jurisdiction over the Project (such as public utilities or utility districts) for the development of, or provision of services to, the Proj ect. Developer agrees to reimburse City for all time expended at the request of Developer for such assistance, at the then existing rates charged by the City for such services. 4.5. Exactions. In connection with the development and construction of Phase I, the City agrees that it shall not require the construction of any improvements, the payment of any fees, or the granting of any other benefits to the City, other than the "Public Improvements" and fees described herein and any normal permits or processing fees for applications filed by Developer in connection therewith. 4.6. General Standard of City Review. In connection with any approval which the City is permitted or requested to make under this Agreement or its Ordinances relating to Phase 1 or 2 of the Project, City agrees that it shall process requests for approval in accordance with the normal processes undertaken by the City from time to time. As used in this Agreement, "Ordinances" shall mean the ordinances, resolutions, codes, rules, regulations and official policies of City governing the permitted uses of land, governing density, and governing design, improvement and construction standards and specifications applicable to the development of the Property. 4 . 7 . Operating Memoranda. The parties acknowledge that the provisions of this Agreement require a close degree of cooperation between City and Developer, and that the development of the proj ect hereunder may demonstrate that changes are appropriate with respect to minor design details. The parties desire, therefore, to retain a certain degree of flexibility with respect to the details of the Project development which are not of a material nature. If and when, from time to time during the Term of this Agreement, the parties find that such changes or adjustments are necessary or appropriate, they shall effectuate such changes or adjustments through operating memoranda approved by the parties, which, after execution, shall be attached hereto as addenda and become a part hereof, and may be further changed and amended from time to time as necessary, with further approval by City and Developer. No such operating memoranda shall require prior notice or hearing and in the case of City such operating memoranda may be acted upon by the City Administrator of the City of Gilroy ("City Administrator"). 4.8. Consistency with Project EIR. Developer shall develop and construct the project consistent with the HPFA Development Agreement - Page 12 Project EIR, including all mitigation measures required by the Project EIR, subject to Section 1.7(B). 5. SPECIFIC CRITERIA APPLICABLE TO DEVELOPMENT OF THE PROJECT. 5.1. Applicable Ordinances And Approvals. (A) Ordinances Affecting Phase 1. Upon annexation of the Property, the Existing City Ordinances, and any changes or additions thereto to the extent relating to building, fire and health and safety or subdivision codes or requirements, shall be the Ordinances which shall govern the development and construction of improvements within Phase 1 of the proj ect. "Existing City Ordinances" means the Ordinances in effect as of the date of this Agreement, including those enacted by the Existing City Approvals. (B) Ordinances Affecting Phases 2 and 3. Any and all subsequent City Approvals with respect to Phases 2 or 3 of the Project, including the City Approvals under the provisions of any Ordinances governing the permitted uses of land, those governing the density, design, improvement and construction standards and specifications applicable to Phases 2 or 3 of the Project, shall be based on Ordinances in effect at the time such approvals are obtained; including then existing City imposed fees and charges with respect to any such subsequent applications for development and construction within the Property. (C) Government Code Provisions. Consistent with the provisions of Government Code ~65866, the parties understand and agree that nothing herein provided shall prevent the City, in subsequent actions applicable to the Property, from applying new Ordinances, not inconsistent or in conflict with this Agreement or from denying or conditionally approving any subsequent Project application on the basis of such existing or new Ordinances. Notwithstanding the foregoing, in the event of a fire or other casualty, requiring the reconstruction of more than fifty percent (50%) of any building previously constructed hereunder, nothing herein shall prevent City from applying to such reconstruction all requirements of City's Building Code and other construction or health and safety related standards and specifications then in effect. 5.2. Governing Approvals. Notwi thstanding the provisions of Section 5.1 hereinabove, the General Plan designation and the zoning designation of each of the parcels comprising the Property, shall not be modified, by General Plan amendment or otherwise, without the express written consent and approval of both the Developer and the City. As to Phase 1, the density and intensity of use, the maximum height and size of all buildings, the provisions for HPFA Development Agreement - Page 13 reservation or dedication of land for public purposes and the location of public improvements, including all other terms and conditions relating to the development and construction of Phase 1 of the Project, shall be governed by the provisions of Section 5.1 (A) and this Section 5.2 and the Existing City Approvals. Subject to the first sentence of this Section 5.2, Phase 2 and Phase 3 shall be subject to the Ordinances in effect at the time an approval is sought, including without limitation those Ordinances relating to density and intensity of use, the maximum height and size of all buildings, the provisions for reservation or dedication of land for public purposes and the location of public improvements. (A) Existinq County Approvals: Sunset Provision. Notwithstanding any other provision of this Section 5.2, Developer and City agree that any and all approvals obtained by Developer from the County which are in full force and effect as of the date of annexation shall lapse and no longer be valid thirty- six (36) months subsequent to the date of annexation. As to any County approvals which lapse prior to annexation or which lapse thirty-six (36) months after annexation, Developer shall be required to obtain any and all approvals required to complete the improvements which were the subject of such approvals from the City. (B) Acceptance of Pre-Existing Plans and Improvements. For a period of thirty-six (36) months after the date of annexation, Developer shall have the right to complete all improvements for which all County approvals necessary to legally allow construction of such improvements (with the sole exception of building permits) have been obtained and remain valid and effective at the date of annexation, without any changes, modifications or additions from City, provided that: (i) as to such improvements which do not have valid County building permits in effect on the date of annexation, the City agrees to grant such building permits, subj ect to normal fees and processing procedures then in effect, and provided that such improvements conform to the City's then existing building, fire and health and safety codes and applicable State Laws; . (ii) as to such improvements which have valid County building permits in effect on the date of annexation, all such improvements shall either have been or will be inspected by the County and the County shall be the responsible agency for issuing all notices of completion, building permit sign offs and other approvals customarily issued by the County as a precondition to the use and occupancy of such improvements; and HPFA Development Agreement - Page 14 (iii) as to such improvements for which City grants building permits, then all such improvements shall be inspected by the City and the City shall be the responsible agency for issuing all notices of completion, building permit sign offs and other approvals customarily issued by the City as a precondition to the use and occupancy of such improvements. City shall be entitled to charge Developer a reasonable fee for performing the services described in this Section 5.2(B). (C) Water and Fire Fighting Requirements. The City water system will be designed to ultimately provide not more than one thousand five hundred (1,500) gallons of water per minute to the Project. Notwithstanding the foregoing, Developer acknowledges and agrees that City shall not be obligated to provide more than, and City shall have no liability for failing provide more than, five hundred (500) gallons of water per minute to the Project in total at any given time. Developer acknowledges that current fire code requirements for a structure calls for the availability of one thousand five hundred (1,500) gallons per minute of fire flow for the structure. Developer represents and warrants to City that Developer will provide an adequate fire protection system on site for the Project, as determined by the City Fire Marshall, including without limitation a water storage tank and booster pump capable of delivering sufficient fire flow to proj ect structures in accordance with code requirements. Developer agrees to record, at the date of annexation, a restrictive covenant against the Property, in form and substance satisfactory to City, prohibiting the use of more than five hundred (500) gallons of water per minute from the City's water system and requiring the maintenance of an adequate fire protection system on-site for the Project, as required by this Section 5.2. The restrictive covenant shall survive expiration or sooner termination of this Agreement. 5.3. Easements; Abandonments. City shall cooperate with Developer in connection with any requirements for abandoning existing public utility or other public easements and public facilities and the relocation thereof, or the creation of any new public easements within the Property necessary or appropriate in connection with the development of the Project or with respect to adjacent properties that may become a part of the proj ect in the future, if any; and if any such easement is owned by City or an agency of City, City or such agency shall, at the request of Developer, take such action and execute such documents as may be reasonably necessary to abandon existing public easements and/or create new public easements or relocate them, as reasonably necessary or appropriate in connection with the development of the Project. Any such action on the part of the City shall be undertaken at the expense of HPFA Development Agreement - Page 15 Developer. In the event existing public utility or other public easements and public facilities are relocated, the cost of relocation of any existing improvements located therein or thereon shall be at the expense of the Developer. 6. CONSTRUCTION OF IMPROVEMENTS. 6.1. Construction of Public Improvements. Prior to the commencement of work on those Public Improvements to be constructed by Developer, Developer shall submit to the City Engineer of the City for approval plans and specifications for the Public Improvements. Except as otherwise provided herein, Developer shall be responsible for all costs and expenses associated with the construction or installation of the Public Improvements described in such plans and specifications. Upon completion by Developer of construction of the Public Improvements to the satisfaction of City, Developer shall assign, convey, deliver and transfer title to the Public Improvements to the City, who shall thereafter be and remain responsible for the maintenance thereof. Developer shall warrant the installation and construction of said Public Improvements against the results of faulty materials or workmanship, and maintenance and repairs resulting from any such faulty materials or workmanship, for a period of one year from and after the date of the completion by Developer and acceptance of same by City. Thereafter, City shall be solely responsible for the maintenance and repair of those Public Improvements that are completed in accordance with this Agreement and City standards, including without limitation those improvements that are constructed and installed within rights-of-way or easements dedicated to and accepted by the City. 6.2. Bonds and Insurance. Prior to the issuance of any permits or approvals for the construction of the Public Improvements, Developer or Developer's contractor shall provide City with a faithful performance bond and a labor and materials bond, each in an amount and form required by City, or such other improvement security forms as may be acceptable to City. Also prior to issuance of any permits or approvals for the construction of the Public Improvements, Developer or Developer's contractor shall obtain insurance policies covering public liability, worker's compensation and property damage on terms and in an amount acceptable to City. City shall be named as an additional insured on all such policies. Developer shall deliver proof of insurance coverage to City prior to issuance of any permits or approvals for the construction of the Public Improvements. The insurer shall agree to give City thirty (30) days prior notice of cancellation or material change of any policy required under this Section. HPFA Development Agreement - Page 16 6.3. Indemnity. Developer shall defend through counsel approved by City (which approval shall not be unreasonably withheld), indemnify and hold harmless City, and City's officers, representatives, agents and employees, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of Developer or Developer's employees or agents, including without limitation all claims relating to injury or death to any person or damage to any property, except to the extent caused by the City or any of City's officers, representatives, agents or employees. 6.4. Construction of Phase 1 Improvements. Developer shall have the right, without any further approvals from the City other than the issuance of building permits required to be issued by City for new construction, but subject to the requirements of other governmental authorities having jurisdiction, to construct and upon completion in accordance with all governmental requirements to thereafter occupy and operate Phase 1 of the Project, as herein described. Building permits required to be issued by City for the Phase I Improvements pursuant to this Agreement shall be issued by the City, so long as such improvements conform to the City's building, fire and health and safety codes in existence at the time of permit issuance, subject to applicable State Laws. 7. ANNUAL REVIEW PROCESS. 7.1. Annual Review. Ci ty and Developer shall annually review this Agreement, and all actions taken pursuant to the terms of this Agreement with respect to the Project. Such annual review shall be undertaken in accordance with the provisions of this Section 7. 7.2. Developer's Submission. Not less than thirty (30), nor more than sixty (60) days prior to the first (1st) anniversary date of this Agreement, and each anniversary date thereafter, Developer shall submit to the Community Development Director of City ("Community Development Director") a letter setting forth Developer's good faith compliance with the terms and conditions of this Agreement. Such letter shall be accompanied by such documents and other information as may be reasonably necessary and available to Developer to enable the Community Development Director to undertake annual review of Developer's good faith compliance with the terms of this Agreement, and shall also state that such letter is submitted to City pursuant to the requirements of section 65865.1 of the Development Agreement Statute, and the Development Agreement Resolution. HPFA Development Agreement - Page 17 7.3. Report on Compliance. The Community Development Director shall review the Developer's submission to ascertain whether Developer has complied in good faith with the terms of this Agreement. Upon request of the Community Development Director, Developer shall furnish such additional documents or information as may be reasonably required and available to Developer to enable the City to make and complete review hereunder. Upon completion of review, the Community Development Director shall issue to the City Council a report of his or her findings. 7.4. Finding of Noncompliance. If the City Council finds that the Developer has not complied in good faith with the terms of this Agreement, it shall specify in writing to the Developer the basis on which the Developer has failed to comply. If the areas of noncompliance so specified are not perfected within the time required by Section 9.1, then this Agreement shall be subject to modification or cancellation pursuant to this Agreement and the appropriate provisions of the Development Agreement Resolution and the Development Agreement Statute. A determination hereunder of noncompliance by Developer shall specify in reasonable detail the grounds therefor. 7.5. Miscellaneous Requirements in Connection With Annual Review. All costs incurred by City for the annual review conducted hereunder shall be borne by Developer, including all costs for City's personnel, attorneys and consultants. 8. PERMITTED DELAYS; SUPERSEDURE BY SUBSEQUENT LAWS. 8.1. Permitted Delays. In addition to any specific provisions of this Agreement, performance by either party of its obligations hereunder, other than the payment of money, shall be excused during any period of delay caused at any time by reason of acts of God or civil commotion, riots, strikes, picketing, or other labor disputes, shortages of materials or supplies, or damage to work in process by reason of fires, floods, earthquakes, or other casualties, restrictions imposed or mandated by governmental or quasi-governmental entities, enactment of conflicting Laws (including new or supplementary environmental regulations), litigation, acts or neglect of the other party, or any other cause beyond the reasonable control of any party hereto. Each party shall promptly notify the other party of any delay hereunder as soon as possible after the same has been ascertained. As used in this Agreement, the term "Laws" means all statutes, ordinances, orders, requirements, laws, rules and regulations of any governmental or quasi-governmental authority now or hereafter in effect. HPFA Development Agreement - Page 18 8.2. Supersedure by Subsequent Laws. If any state or federal Law, made or enacted after the date of this Agreement, prevents or precludes compliance with one or more provisions of this Agreement, then the provisions of this Agreement shall, to the extent feasible, be modified or suspended, as may be necessary to comply with such new Law. Immediately after enactment of any such new Law, the parties shall meet and confer in good faith to determine the feasibility of any such modification or suspension based on the effect such modification or suspension would have on the purposes and intent of this Agreement. If such modification or suspension is infeasible in Developer's reasonable business judgment, then Developer shall have the right to terminate this Agreement by written notice to the City. No such termination shall affect Developer's obligations under any Improvement Agreements entered into with respect to the Project. 9. EVENTS OF DEFAULT; ATTORNEYS' FEES; CHALLENGE. REMEDIES; TERMINATION; 9.1. Events of Default. Subj ect to any extensions of time by mutual consent in writing, and subject to the provisions of Section 8.1 regarding permitted delays, any failure by either party to perform any material term or provision of this Agreement shall constitute an Event of Defaul t, (i) if such defaulting party does not cure such failure within thirty (30) days following notice of default from the other party, where such failure is of a nature that can be cured within such thirty (30) day period, or (ii) if such failure is not of a nature which can be cured within such thirty (30) day period, the defaulting party does not within such thirty (30) day period commence substantial efforts to cure such failure, or thereafter does not within a reasonable time prosecute to completion, with diligence and continuity, the curing of such failure. Any notice of default given hereunder shall specify in reasonable detail the nature of the failures in performance which the noticing party claims constitutes the Event of Default, in accordance with the terms and conditions of this Agreement. During the time period herein specified for cure of a failure of performance, the party charged therewith shall not be considered to be in default for purposes of a termination of this Agreement, provided that during such period of cure, City shall not be prohibited from bringing suit for injunctive or other equitable relief, nor shall City be required to issue any permits or approvals pending Developer's cure. Any notice of noncompliance given pursuant to Article 7 shall constitute a notice of default for the purposes of this Article 9. 9.2. Limitation of Remedies. Except as expressly provided in this Section 9.2 below, upon the occurrence of an Event of Default, the non- defaul ting party shall only HPFA Development Agreement - Page 19 have the right to commence proceedings in the nature of specific performance, injunctive relief, mandamus, or similar equitable remedies, it being the express intention of the parties hereto to waive each party's rights to bring an action at law to recover damages of any kind or nature or to compensate the non-defaulting party for any detriment proximately caused by the defaulting party's failure to perform its agreements, obligations or undertakings hereunder, or otherwise arising out of the Event of Default, or which in the ordinary course of things would be likely to result therefrom. In addition, upon the occurrence of an Event of Default which is not cured within the time required by this Agreement, the non-defaulting party shall have the right to elect to terminate the Agreement. The limitation on remedies described in this Section above shall not apply with respect to express payment obligations described in this Agreement, nor to any indemnification, defense or hold harmless obligations expressly set forth in this Agreement. 9.3. Waiver: Remedies Cumulative. Failure by any party to insist upon the strict performance of any of the provisions of this Agreement by any other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party IS right to demand strict compliance by such other party in the future. No waiver by any party of an Event of Default shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omission by any party to take any action with respect to such Event of Default. No express written waiver of any Event of Default shall affect any other Event of Default, or cover any other period of time, other than any Event of Default and/or period of time specified in such express waiver. One or more written waivers of an Event of Default under any provision of this Agreement shall not be deemed to be a waiver of any subsequent Event of Default, and the performance of the same or any other term or provision contained in this Agreement. Except as provided in Section 9.2 above, all of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and not alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. 9.4. Litigation Expenses. (A) Payment to Prevailing Party. If any party brings an action or proceeding (including, without limitation, any cross-complaint, counterclaim, or third- party claim) against the other party by reason of an Event of Default, or otherwise arising out of this Agreement, the prevailing party in such action or proceeding shall be entitled to its costs and expenses of suit, including but HPFA Development Agreement - Page 20 not limited to reasonable attorneys' fees and costs, which shall be payable whether or not such action is prosecuted to judgment. (B) Scope of Fees. Attorneys I fees under this Section 9.4 shall include reasonable attorneys' fees on any appeal, and, in addition, a party entitled to attorneys' fees shall be entitled to all other reasonable costs and expenses incurred in connection with such action. 9.5. Effect of Termination. If this Agreement is terminated on account of an Event of Default, such termination shall not affect any right or duty emanating from City entitlements or Approvals with respect to the Property approved concurrently or subsequently to the approval of this Agreement, but the rights, duties and obligations of the parties hereunder shall otherwise cease as of the date of such termination; except that Developer's indemnity, defense and hold harmless obligations shall survive termination of this Agreement, and except that Developer shall not be relieved of any of its obligations under any Improvement Agreements executed by Developer in connection with the Project. No termination of this Agreement shall prevent Developer from completing and occupying buildings or other improvements to which Developer has vested rights to do so by law independently of and without regard to this Agreement, but City may take any action permitted by law to prevent, stop or correct any violation of law occurring during and after construction, and Developer or any tenant shall not occupy any portion of the Project, or any building not authorized by a previously issued certificate of occupancy or other governmental authorization allowing occupancy of the improvement. 9.6. Estoppel Certificate. Either party may, at any time, and from time to time, deliver written notice to the other party requesting such party to certify in writing that, to the knowledge of the certifying party, (i) this Agreement is in full force and effect and a binding obligation of the parties, and (ii) this Agreement has not been amended or modified either orally or in writing, and if so amended, identifying the amendments. A party receiving a request hereunder shall execute and return such certificate within thirty (30) days following the receipt thereof. The City Administrator shall have the right to execute any certificate requested by Developer hereunder. The parties acknowledge that a certificate hereunder may be relied upon by transferees and Mortgagees. Neither party shall be liable to the other party in any manner for damages or otherwise on account of any information contained in an estoppel certificate, notwithstanding the omission for any reason to disclose correct and/or relevant information, but such party shall be estopped from asserting any right or HPFA Development Agreement - Page 21 obligation or utilizing any defense which contravenes or is contrary to such information. 9.7. Challenge. Developer shall defend, indemnify and hold harmless the City, its City Council, Planning Commission, agents, officers, and employees from any claim, action, or proceeding against the City or its City Council, Planning Commission, agents, officers, or employees to attack, set aside, void, or annul this Agreement or any approval of the City, City Council, Planning Commission, or other board, advisory agency, or legislative body concerning this Agreement. City will promptly notify Developer of any claim, action, or proceeding against it, and will cooperate fully in the defense. 10. MORTGAGE PROTECTION; CERTAIN RIGHTS OF CURE. 10.1. Mortgagee Protection. This Agreement shall be superior and senior to any lien placed upon the Property, or any portion thereof, including the lien of any Mortgage. Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against any Person (including any Mortgagee) who acquires title to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. As used in this Agreement, "Mortgage" means a mortgage, deed of trust, or other financing transaction in which the Property, or a portion thereof or an interest therein, is pledged as security, contracted in good faith and for fair value. As used in this Agreement, "Mortgagee" means the holder of the beneficial interest under a Mortgage. 10.2 Mortgagee Not Obligated. Notwithstanding the provisions of Section 10.1 above, no Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of improvements, or to guarantee such construction or completion; provided, however, that a Mortgagee shall not be entitled to devote the Property to any uses or to construct any improvements thereon other than those uses or improvements provided for or authorized by this Agreement, or otherwise under the City's Ordinances, all of which shall be subject to the terms of this Agreement and applicable Laws. 10.3. Notice of Default to Mortgagee; Right of Mortgagee to Cure. (A) Notice From Mortgagee. If City receives notice from a Mortgagee requesting a copy of any notice of default given Developer hereunder and specifying the address for service thereof, then City shall deliver to such HPFA Development Agreement - Page 22 Mortgagee any notice given to Developer with respect to any claim by City that Developer has corruni t ted an Event of Default, and if City makes a determination of noncompliance under Section 7 above, City shall likewise serve notice of such noncompliance on such Mortgagee; however, failure to do so shall not render invalid any notice properly delivered to Developer. (B) Mortgagee Right to Cure. Each Mortgagee shall have the same period to cure or remedy any Event of Defaul t or to corrunence to cure or remedy the Event of Default claimed or the areas of noncompliance set forth in the City's notice as is granted to Developer, upon receipt of such notice from City. If the Event of Default or such noncompliance is of a nature which can only be remedied or cured by such Mortgagee upon obtaining possession, such Mortgagee shall seek to obtain possession with diligence and continuity through a receiver or otherwise, and shall remedy or cure the Event of Defaul t or noncompl iance wi thin the earlier of (i) one hundred eighty (180) days after receipt of notice of noncompliance upon such Mortgagee or (ii) ninety (90) days after obtaining possession. If any such Event of Default or noncompliance cannot, with diligence, be remedied or cured within such ninety (90) day or one hundred eighty (180) day period, then such Mortgagee shall have such additional time as may be reasonably necessary to remedy or cure such Event of Default or noncompliance, if such Mortgagee corrunences cure during such ninety (90) days or one hundred eighty (180) day periods, and thereafter diligently pursues completion of such cure to the extent possible. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to permit or authorize any Mortgagee to undertake or continue construction or completion of any improvements comprising the Project without first having expressly assumed Developer's obligations hereunder, in the manner specified in Section 11. 11. TRANSFERS AND ASSIGNMENTS. 11.1. Right to Assign. In no event shall the rights, duties and obligations conferred upon Developer pursuant to this Agreement be at any time sold, transferred or assigned, except through a transfer of an interest of Developer in the Property, or any portion thereof. Upon completion of any portion of the Project or any phase thereof, Developer shall have the right to sell, assign or transfer this Agreement as aforesaid, and all of its rights, duties and obligations hereunder, to any Person at any time during the remainder of the Term of this Agreement. Prior to completion of each Phase of the Project and all Public Improvements relating to such Phase, Developer I s right to sell, assign or transfer this Agreement to the extent it relates to such Phase, and Developer's rights, duties and HPFA Development Agreement - Page 23 obligations hereunder to the extent it relates to such Phase, to any Person shall be subject to the approval of the City. Such approval shall (a) be subj ect to City's being provided with adequate financial, business and other information concerning the proposed transferee to enable City to exercise its reasonable judgment relating to the proposed transfer, (b) be subject to the transferee's written agreement to be bound by the terms of this Agreement to the same extent as Developer, and (c) not be unreasonably withheld by City. As used in this Agreement "Person" means an individual or legal entity. Notwithstanding the foregoing, Developer shall have the right to assign its interests in this Agreement to a wholly owned subsidiary of Developer provided that (i) such assignment is made in conjunction with the transfer of all of Developer's title to the Property to such wholly owned subsidiary, (ii) such wholly owned subsidiary agrees to be bound by the terms of this Agreement to the same extent as Developer, and (iii) Developer shall not be relieved or released of any liability or obligations under this Agreement and shall be jointly and severally liable with its wholly owned subsidiary for the performance of Developer's obligations under this Agreement. 11.2. Release Upon Transfer. Upon the sale, transfer or assignment of Developer's rights and interests under this Agreement under Section 11.1 above, Developer shall be released only as to future accruing obligations under this Agreement with respect to the Property, or the portions or phases thereof so transferred, arising subsequent to the effective date of such transfer if (i) Developer is not then in default under this Agreement, (ii) Developer has provided to City notice of such transfer, and (iii) the transferee executes and delivers to City a written agreement in which (A) the name and address of the transferee is set forth and (B) the transferee expressly and unconditionally assumes all of the remaining obligations of Developer under this Agreement with respect to the Property, or that portion or phase thereof transferred. Except as provided in the prior sentence, Developer shall not be released from any obligations under this Agreement upon the sale, transfer or assignment (whether voluntary, involuntary or by operation of law) of all or any portion of Developer's rights and interests under this Agreement or to the Project. Developer shall, in any event, give notice to City of any transfer hereunder, disclosing therein the identity of the transferee and such transferee's address. Failure to deliver a written assumption agreement hereunder shall not affect the running of any covenants herein with the land, as provided in Section 11.3 below, nor shall such failure negate, modify or otherwise affect the liability of any transferee pursuant to the provisions of this Agreement. 11.3. Covenants Run With The Land. All of the provisions, agreements, rights, powers, standards, terms, HPFA Development Agreement - Page 24 covenants and obligations contained in this Agreement shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons acquiring the Property, or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns. All of the provisions of this Agreement 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. Each covenant to do or refrain from doing some act on the Property hereunder, or with respect to any City owned property, (i) is for the benefit of such properties and is a burden upon such properties, (ii) runs with such properties, and (iii) is binding upon each party and each successive owner during its ownership of such properties or any portion thereof, and each person having any interest therein derived in any manner through any owner of such properties, or any portion thereof, and shall benefit each party and its property hereunder, and each other person succeeding to an interest in such properties. 12 . AMENDMENT AND TERMINATION. 12.1. Amendment or Cancellation. Except as provided in Section 8 above with respect to City's annual review or upon the occurrence of an Event of Default by Developer that is not cured as herein provided, this Agreement may be canceled, modified or amended only by mutual consent of the parties in writing, and then only in the manner provided for in Section 65868 of the Development Agreement Statutes and the Development Agreement Resolution. Any amendment to this Agreement which does not relate to the Term, permitted uses, density or intensity of use, height or size of buildings, provisions for reservation and dedication of land, conditions, terms, restrictions and requirements relating to subsequent discretionary actions, monetary contributions by Developer, or any conditions or covenants relating to the use of the Property, shall require the giving of notice pursuant to Section 65867 of the Development Agreement Statute as specified by Section 65868 thereof, but shall not require a public hearing before the parties may make such amendment. 12.2. Recordation of Amendment. Any amendment or cancellation of this Agreement effected by the parties hereunder shall be recorded by the City Clerk as specified in Section 3.1 above not later than ten (10) days after the effective date of the action effecting such amendment or cancellation, which amendment or cancellation shall describe the Property subject thereto. HPFA Development Agreement - Page 25 13. NOTICES. 13.1. Procedures. Any notice to either party shall be in writing and given by delivering the same to such party in person or by sending the same by registered or certified mail, or express mail, return receipt requested, with postage prepaid, to the party's mailing address. The respective mailing addresses of the parties are, until changed as hereinafter provided, the following: City: City Administrator City of Gilroy 7351 Rosanna Street Gilroy, California 95020-6141 With a Copy to: Linda A. Callon Berliner Cohen Ten Almaden Blvd., 11th Floor San Jose, California 95113 Developer: Hecker Pass Family Adventure 3050 Hecker Pass Highway Gilroy, California 95020 Attn. Michael A. Bonfante With a Copy to: Michael P. Groom Groom & Cave 150 Almaden Blvd., Suite 1375 San Jose, California 95113 Either party may change its mailing address at any time by giving written notice of such change to the other party in the manner provided herein at least ten (10) days prior to the date such change is effected. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. 14. MISCELLANEOUS. 14.1. Negation of Partnership. The parties specifically acknowledge that the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the parties in the businesses of Developer, the affairs of City, or otherwise, nor shall it cause them to be considered joint venturers or members of any j oint enterprise. This Agreement is not intended nor shall it be construed to create any third party HPFA Development Agreement - Page 26 beneficiary rights in any Person who is not a party, except as provided with respect to Mortgagees in Section 10. 14.2. Approvals. Unless otherwise herein provided, whenever approval, consent or satisfaction (herein collectively referred to as an "Approvals") is required of a party pursuant to this Agreement, it shall not be unreasonably withheld. The standards, terms and conditions for Approvals under this Agreement shall extend to and bind the partners, officers, directors, shareholders, trustees, beneficiaries, agents, elective or appointive boards, commissions, employees, and other authorized representatives of each party, and each such person shall make or enter into, or take any action in connection with, any Approval hereunder in accordance with such standards, terms and conditions. Notwithstanding the foregoing, the foregoing provisions of this is Section 14.2 shall not apply to Approvals requiring action by the City Council. Unless provision is made for a specific time period, Approval shall be deemed denied if a party has neither approved nor disapproved a written request for Approval within thirty (30) days after receipt of the request for Approval if no time for approval is stated in this Agreement for such Approval, or within such other time period as may be specified in this Agreement for Approval. Approval by a party to or of any act or request by the other party shall not be deemed to waive or render unnecessary Approval to or of any similar or subsequent acts or requests. 14.3. Severability. Invalidation of any of the provisions contained in this Agreement, or of the application thereof to any person, by judgment or court order, shall in no way affect any of the other provisions hereof or the application thereof to any other person or circumstance and the same shall remain in full force and effect, unless enforcement of this Agreement as so invalidated would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement. 14.4. Exhibits. The Exhibits listed in the Table of Contents, to which reference is made herein, are deemed incorporated into this Agreement in their entirety by reference thereto. 14.5. Entire Agreement. This written Agreement and the Exhibits hereto, and any memoranda entered into pursuant to Section 4.7, contain all the representations and the entire agreement between the parties with respect to the subj ect matter hereof. Except as otherwise specified in this Agreement, any prior correspondence, memoranda, agreements, warranties or representations are superseded in HPFA Development Agreement - Page 27 total by this Agreement and Exhibits hereto, and such memoranda. 14.6. Construction of Agreement. The provisions of this Agreement, the Exhibits hereto and such memoranda entered into pursuant to Section 4.7, shall be construed as a whole according to their common meanings and not strictly for or against any party and consistent with the provisions hereof, in order to achieve the objectives and purpose of the parties hereunder. The captions preceding the text of each Section, subsection and the Table of Contents hereof are included only for convenience of reference and shall be disregarded in the construction and interpretation of this Agreement. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neuter genders, or vice versa. 14.7. Governing Law. This Agreement, and the rights and obligations of the parties, shall be governed by and interpreted in accordance with the laws of the State of California. 14.8. References; Terminology. Unless otherwise specified, whenever in this Agreement, reference is made to the Table of Contents, any Article or Section, or any defined term, such reference shall be deemed to refer to the Table of Contents, Article or Section or defined term of this Agreement. The use in this Agreement of the words lIincludingll, IIsuch as II or words of similar import when following any general term, statement or matter shall not be construed to limit such statement, term or matter to the specific items or matters, whether or not language of non- limitation, such as IIwithout limitationll or IIbut not limited to, or words of similar import, are used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the scope of such statement, term or matter. Reference herein to a IIpartyll, or the IIpartiesll, shall refer to City and Developer, or both, as the context may require. 14.9. Signature Pages. For convenience, the signatures of the parties to this Agreement may be executed and acknowledged on separate pages which, when attached to this Agreement, shall constitute this as one complete Agreement. 14.10. Time. Time is of the essence of this Agreement and of each and every term and condition hereof. IN WITNESS WHEREOF, the parties have executed this Pre- Annexation Development Agreement as of the day and year first above written. HPFA Development Agreement - Page 28 AUTHORIZED SIGNATURE OF CITY TO AGREEMENT "CITY" City of Gilroy, a municipal corporation By ~t. 0J\ Its Mayor ,~.~ \.,../ dt'''--.- .' ~ity Clerk :~~tOJ~~ Its City Attorney AUTHORIZED SIGNATURE OF DEVELOPER TO AGREEMENT: "DEVELOPER" By: By: r President H~A Development Agreement - Page 29 COUNTY OF Santa Clara ) ) ss. ) ST A 'IE OF CALIFORNIA On July 24 , 19.22-, before me, the undersigned, a Notary Public in and for said State, personally appeared Michael A. Bonfante , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. ''''''''''~i.2'' M,~RV ECLARIN COiviM IF1'j 00502 ~ NOT Mi'r PUBLIC' CALIFORNIA 0 S,~NT;\ CI.,ARA COUNTY I- My Co"'~ Expires "une 9, 2009 "",' , , '.' ,,.~~~.-.=".j-.._- '-ff)~ ~ NOTARY P IC STATE OF CALIFORNIA ) ) ss. ) COUNTY OF Santa Clara On July 24 , 19~, before me, the undersigned, a Notary Public in and for said State, personally appeared Gregory Barr , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ~~~~A~R1N,al seal. COil/1M ,</1100502 :..: NOT Ni" PUBLIC' CALIFORNIA 3 SANTP CLARA COUNTY ';:1, My Comn, "xplres Ju;)e 9, 2000 ",\ .t~~~-~",,,,,m'~~:;:./ -., vn~~ NOTARY P LtC COUNTY OF Santa Clara ) ) 55. ) STATE OF CALIFORNIA On July 31 , 1921...-, before me, the undersigned, a Notary Public in and for said State, personally appeared K. A. Mike Gilrov , personally known to me (or 13F8V88 to ~~--sati3fftet~ 8vid~ to be the person~whose nam~isf.oH:e.subscribed to the within instrument and acknowledged to me that he/ibe/ta~' executed the same in his/her/1Rw authorized capacity~, and that by hisAter/theif signatur~ on the instrument the perso~, or the entity upon behalf of which the personjM acted, executed the instrument. WITNESS my hand and official seal. J - ~ - - - ~H?~;A ;~N - -, \~r! Y2" . CommISSion # 11-42623, , ' ~ fj Nolay PubIlc. Cofifaria ~ ~YuX"- ,--t.~ J Santa Ciao County f NOTARY PUBLIC My Ccmm, Expies JlXll9,ml ~--------........_---- \012\6138.7 48-063000739067 (Rev. 7/96) EXHIBIT "A" DEFINED TERMS PAGE 1. Agreement.............................................. 1 2 . Approval (s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 3 . ASA.................................................... 3 4 . CEQA................................................... 5 5. City...................................................1 6. City Administrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12 7. City Clerk............................................ 11 8. City Council........................................... 5 9. Community Development Director........................17 10. County................................................. 2 11. Developer..............................................1 12. Development Agreement Statute..........................3 13. Development Agreement Resolution.......................3 14. EIR.................................................... 2 15. Enacting Ordinance ....................................5 16. Existing City Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 17. Existing City Ordinances...................... ....... .13 18. Improvement Agreements............................... .10 19 . Laws.................................................. 18 20. Mitigation Measures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 21. Mortgage.............................................. 22 22. Mortgagee............................................. 22 23. Ordinances .......................................... .12 24. Pe rs on. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 HPFA Development Agreement - Page 31 2 5. P ha s e 1................................................ 1 26. Phas e 2................................................ 2 27. Phase 3................................................2 28. Phase I Improvements................................... 1 29. proj ect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 30. proj ect EIR............................................ 5 31. Property...............................................1 32. Public Improvements.................................... 5 33. Remaining Phase I Improvements.............. ...........4 34. Te rm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 35. Theme Park............................................. 1 HPFA Development Agreement - Page 32 EXHIBIT "B" LEGAL DESCRIPTION OF PROJECT [TO BE ATTACHED] HPFA Development Agreement - Page 33 DESCRIPTION Paee . 1 Order No. 769023 LM All that certain Real Property in the Unincorporated Area of the County of Santa Clara, State of California, described as follows: PARCEL ONE: Beginning at the point of intersection of the Northeasterly line of Hecker Pass Highway, as said line was established by Parcel One in the Deed from the De Bell Corporation, a Corporation, to the State of California, dated June 12, 1957, recorded July 30, '1957 in Book 3855 Official Records, Page 512, Santa Clara County Records, with the Easterly line of that certain 24.07 acre tract of land described in the Deed from Jack De Bell et ux, to Louis A. Filice, et ux, dated September 15, 1954 recorded October 19, 1954 in Book 2986 Official Records, Page 527, Santa Clara County Records; thence from said Point of Beginning South 60 deg 42' 34" East along said Northeasterly line of Hecker Pas Highway for a distance of 599.78 feet; thence Southeasterly continuing along said last mentioned line along an arc of a curve to the left, tangent to the preceding course, with a radius of 1450.00 feet, through a central angle of 14 deg 52' 00", for an arc distance of 376.24 feet to the point of intersection thereof with the Southeasterly prolongation of a Westerly line of that certain 3.728 acre tract of land described in that certain final order of condemnation entered on November 3, 1958 in the Superior Court of the State of California, in and for , the County of Santa Clara, in that certain action entitled, "The People of the State of California, Acting By and Through the Department of Public Works, Plaintiff, vs. Louis A. Felice et aI, Defendants Case No. 103483," a certified copy of which order was filed for record in the Office of the Recorder of the County of Santa Clara, State of California, on November 3, 1958 in Book 4219 Official Records, Page 701, Santa Clara County Records (shown as South 33 deg 16' 39" East 246.03 feet; thence North 33 deg 16' 30" West along said prolongation and the said Westerly line of the 3.728 acre tract for a distance of 376.66 feet to the Northwesterly corner of said 3.728 acre tract, said point also being the Southwesterly corner of that certain 1.567 acre tract of land described as Parcel Two in the Deed to said State of California above referred to; thence North 24 deg 18' 19" West along the Westerly line of said 1.567 acre tract for a distance of 94.17 feet, thence North 37 deg 18' 07" East continuing along said Westerly line of the 1.567 acre tract and its Northeasterly prolongation for a distance of 254.41 feet to the Northeasterly corner of that certain tract of land described in the Deed from the State of California, to the De Bell Corporation, a California Corporation, dated August 30, 1957, recorded September 27, 1957 in Book 3900 Official Records, Page 632, Santa Clara County Records; thence North 88 deg 39' 04" West along the Northerly line of land so described in the Deed to said De Bell Corporation for a distance of 433.45 feet to the Northwesterly corner thereof; thence South 1 deg 47' West along the Westerly line of land so described in the Deed to said De Bell Corporation for a distance of 64.46 feet to the Southwesterly corner thereof in the Northerly line of that certain 160.91 acre tract of land described as Parcel Three in the Deed from Jack De Bell et ux, to the De Bell Corporation, a California Corporation, dated October 26, 1956, recorded April 29, 1957 in Book 3786 Official Records Page 463, Santa Clara County Records; thence North 88 deg 13' West along said Northerly line of the 160.91 acre tract for a distance of 291.56 feet to the Northeasterly corner of the said 24.07 acre tract above referred to; thence South 23 deg 11' West along the Easterly line of said 24.07 acre tract for a distance of 130 feet more or less to the Point of Beginning. Excepting from the above described Parcel One, the following described parcel of land: DESCRIPTION Pag~ 2 Order No. 769023 LM Beginning at the point of intersection of the Northeasterly line of Hecker Pass Road, as said line was established by Parcel 1 in the Deed from De Bell Corporation, a Corporation, to the State of California, dated June 12, 1957, recorded July 3D, 1957 in Book 3855 Official Records, Page 512, Santa Clara County Records, with the Northwesterly line of that certain 160.91 acre tract of land described as Parcel Three in the Deed from Jack De Bell et ux, to the De Bell Corporation, a California Corporation, dated October 26, 1956, recorded April 29, 1957 in' Book 3736 Official Records, Page 463, Santa Clara County Records; thence from said Point of Beginning South 60 deg 42' 34" East along said Northeasterly line of Hecker Pass Road, for a distance of 80.00 feet, thence leaving said last mentioned line and running North 29 deg 17' 26" East 170 feet, more or less, to the point of intersection thereof with the Southwesterly line of the Old Hecker Pass road; thence South 66 deg IS' East along said Southwesterly line of the Old Hecker Pass Road for a distance of 270.00 feet; thence leaving said last mentioned line and running North 23 deg DO' East 99.6 feet to the True Point of Beginning of the tract of land to be described; thence from said True Point of Beginning North 67 deg DO' West 10.00 feet; thence at right angles North 23 deg DO' East 20.00 feet; thence at right angles South 67 deg DO' East 20.00 feet; thence at right angles South 23 deg 00' West 20.00 feet; thence at right angles North 67 deg DO' West 10;00 feet to the , True Point of Beginning. . APN: 783-05-011 & 013 PARCEL TWO: Beginning at the point of intersection of the Northeasterly line of Hecker Pass Road, as said line was established by Parcel 1 in the Deed from the De Bell Corporation, a Corporation, to the State of California, dated June 21, 1957, recorded July 30, 1957 in Book 3855 Official Records, Page 512, Santa Clara County Records, with the Northwesterly line of that certain 160.91 acre tract of land described as Parcel Three in the Deed from Jack De Bell, et ux, to the De Bell Corporation, a California Corporation, dated October 26, 1956, recorded April 29, 1957 in Book 3736 Official Records, Page 463, Santa Clara County Records; thence from said Point of Beginning South 60 deg 42' 34" East along said Southeasterly line of Hecker Pass Road for a distance of 80.00 feet, thence leaving said last mentioned line and running North 29 deg 17' 26" East 170 feet, more or less, to the point of intersection thereof with the Southwesterly line of the Old Hecker Pass Road; thence South 66 deg IS' East along said Southwesterly line of the Old Hecker Pass Road for a distance of 270.00 feet; thence leaving said last mentioned line and running North 23 deg DO' East 99.6 feet to the True Point of Beginning of the tract of land to be described; thence from said True Point of Beginning North 67 deg DO' West 10.00 feet; thence at right angles North 23 deg DO' East 20.00 feet; thence at right angles South 67 deg DO' East 20.00 feet; thence at right angles South 23 deg 00' West 20.00 feet; thence at right angles North 67 deg DO' West 10.00 feet to the True Point of Beginning. APN: 783-05-012 PARCEL THREE: A Portion of Parcels One and Four as shown on that Parcel Map recorded in Book 494 of Maps at Page 43, Santa Clara County, and a Portion of Lands of Blocher, I DESCRIPTION Page 3 Order No. 769023 LM 361 O.R. 202, Santa Clara County Records, described as follows: Beginning at a Point on the West Line of said Parcel four, said Point also being at the Northeastern most corner of Parcel Three as shown on said Parcel Map said Point also lying on the West line of Lands of Nob Hill General Store, Inc., a California Corporation, as described in that Deed recorde~ in K805 of Official Records at page 1589, Santa Clara County, and proceeding along the Westerly, South~rly, Easterly and Northerly lines of said Parcel four and said lands of Nob Hill the following courses: COURSE NO. lo S 0 deg. 03' 40" W 778.37 feet 2. East 70.00 feet 3. S 17 deg. 45' 49" E 294.02 feet 4. West 160.00 feet 5. S 0 deg. 03' 40" W 418.87 feet 6. S 0 deg. 13' 40" W 4094.58 feet 7. East 1254.00 feet 8. N 0 deg. 14' E 4527.60 feet 9. N 0 deg. 02' W 1672.30 feet , 10. N 67 deg. 23' W 262.00 feet 1lo N 49 deg. 20' 30" W 98.97 feet 12. N 31 deg. 26' W 154.34 feet 13 . S 37 deg. 18' 09 W 85.48 feet 14. N 42 deg. 54' 55" W 294.28 feet 15. N 38 deg. 11' 51" W 55.00 feet 16. N 72 deg. 45' 58" W 83.84 feet 17. S 66 deg. 33' OS" W 57.31 feet 18. N 69 deg. 23' 35" W 301.68 feet to the Easternmost corner of those lands conveyed to the State of California by J627 of Official Records at page 1271, Santa Clara County; thence along the Southerly line of last said lands S 83 deg. 53' 57" W 44.13 feet; thence Northwesterly along a 1585 Foot radius curve to the right, from a tangent bearing N 82 deg. 52' 34" W., said curve having an interior angle of 18 deg. SO' 48", and a length of 521.36 feet to a point lying 91.84 feet Southerly along the said 1585 Foot radius curve from an angle point in last said Southerly line; thence S 0 deg. 09' W 419.62 feet; thence S 17 deg. 14' 00" E 810.00 feet; thence S 20 deg. 16' 11" W 194.80 feet to a point on the Northeasterly line of said Parcel Three, last said point being N 69 deg. 43' 49" W 288.41 feet from the Northeasterly corner of said Parcel Three; thence S 69 deg. 43' 49" E. 288.41 feet to the Point of Beginning. APN: 810-17-026 & 029 810-19-005, 007, 010, 011 & 012 810-18-002 PARCEL FOUR: A portion of Parcels Two and Three as shown on that Parcel Map recorded in Book 494 of Maps, at page 43, Santa Clara County Records, lying in Santa Clara County, California, described as follows: Beginning at a point on the South line of said Parcel Two, said point lying S 89 DESCRIPTION Page 4 Order No. 769023 LM deg. 35' 00" W 145.44 feet from the Southeasterly angle point in said Parcel Two, last said angle point being produced by the courses S 17 deg. 40' 40" W 105.66 feet and S 89 deg. 35' 00" W 428.05 feet as shown on said Map; thence along the following courses: COURSE NO. I. N 19 deg. 21' 40" E 417.99 feet . 2. N 76 deg. 19' 19" W 13.90 feet 3. N 17 deg. 40' 40" E 1089.46 feet 4. N 64 deg. 27' 00" E 208.60 feet to a point on the Northeasterly line of said Parcel Two, said point lying N 69 deg. 43' 49" W 9.45 feet from the Northeastern corner of said Parcel Two; thence along the Northestern Line of said Parcels Two and Three and along the Easterly and Southerly line s of said Parcel Three the following courses: COURSE NO. 5. S 69 deg. 43' 49" E 689.53 feet 6. S. 0 deg. 03' 40" W 778.37 feet r 7. East 70.00 feet 8. S 17 deg. 45' 49" W 294.02 feet 9. West 160.00 feet 10. S 0 deg. 03' 40" W 350.00 feet II. N. 78 deg. 40' 00" W 1134.00 feet 12. S 17 deg. 40' 40" W 105.66 feet, and 13. S 89 deg. 35' 00" W 145.44 feet to the point of beginning. APN: 810-17- 0141 015, 021,024 & 025 PARCEL FIVE: A non-exclusive easement for Ingress and Egress and for the installation and maintenance of public utilities, appurtenant to the above described parcels, over a strip of land 60.00 feet in width, lying 10.00 feet Westerly of and 50.00 feet Easterly of the following described line: Beginning at a point in the Southwesterly line of the State Highway IV-SCI-32D-1957, distant thereon South 60 deg 14' 20" East 232.40 feet from a concrete monument at Station 325 57.01 E. C. of said Highway and running thence South 57 deg 45' 40" West 161.79 feet; South 41 deg 31' 40" West 262.30 feet; South 31 deg 44' 40" West 311.70 feet; South 3 deg 19' 10" West 344.34 feet; South 23 deg 29' 50" East 166.48 feet; thence Southwesterly 150 feet, more or less, to a point which bears South 71 deg 14' 02" East 94.02 feet and North 19 deg 29' 13" East 110.0 feet from the most Easterly corner of Parcell, as said Parcel is shown upon that certain Map entitled, "Record of Survey being a portion of the solis Rancho", which Map was filed for record in the Office of the Recorder of the County of Santa Clara, State of California on December 7, 1967 in Book 231 of Maps, at Page 22; thence South 19 deg 29' 13" West 110.00 feet and the terminus of said easement, said easement is appurtenant to and for the Benefit of Parcels Three, Four and Seven. DESCRIPTION Page , 5 Order No. 769023 LM PARCEL SIX: A non-exclusive easement for Ingress and Egress and for the installation and maintenance of public utilities and for water pipe lines, appurtenant to the above described parcels, over an existing roadway 60.00 feet in width, the center line of which is described as follows: Beginning at the point of intersection of the Easterly line of that certain 160.91 acre tract of land described as Parcel Three in the Deed from Jack De Bell, et ux, to the De Bell Corporation, dated October 26, 1956, recorded April 29, 1957 in Book 3786 Official Records, page 463, Santa Clara County Records, with the Southwesterly line of Hecker Pass Road, as said line was established by Parcel One in the Deed from the De Bell Corporation, to the State of California dated June 12, 1957, recorded July 30, 1957 in Book 3655 Official Records, page 512, Santa Clara County Records; thence from said point of beginning South 0 deg 05' 19" West along said Easterly line of the 160.91 acre tract for a distance of 1370.09 feet to the True Point of Beginning of the easement to be described; thence from said True Point of Beginning North 69 deg. 43' 49" West 1460.17 feet to the terminus of said easement, said easement is appurtenant to and for the Benefit of Parcels Three and Four. , Excepting therefrom all that portion thereof lying within the above described Parcels Three and Four. PARCEL SEVEN: All of Parcel Two, as shown upon that certain Map entitled, "Parcel Map, being a portion of the Las Animas Rancho", which Map was filed for record in the Office of the Recorder of the County of Santa Clara, State of California on October 12, 1993 in Book 650 of Maps, at Page 49. APN: 810-18-010 & 011 PARCEL EIGHT: An easement 40 feet in width for ingress and egress and public utilities the centerline of said easement described as follows: Commencing at a point in the centerline of that 60 foot wide easement recorded in Book 7981 of Official Records at Page 56, Santa Clara County Records, said point being the northeast terminius of that course shown as No. 16 on that Parcel Map recorded in Book 494 of Maps, at Page 43, Santa Clara County Records and proceeding S 20016'11" W 30.00 feet to a point on the southwesterly line of said easement to the Point of Beginning; thence from said Point of Beginning S 27003' W 28.19 feet to station "A"; thence along a curve to the right with a radius of 40 feet at an angle of 60.00 feet for a distance of 41.89 feet to station "B"; thence S 87003' W 28.00 feet to station C; thence along a curve to the left with a radius of 85.47 feet at an angle of 70033'08" for a distance of 105.24 feet to station "D"; thence S 16029'52"W for a distance of 224.83 feet to station "E"; thence on a curve to the left with a radius of 457.22 feet at an angle of 18037'52" for a distance of 148.68 feet to station "F"; thence S 2008' E for a distance of 32.29 feet to station "G"; thence on a curve to the right with a radius of 196.58 feet at an angle of 41046' for a distance of 143.30 feet to station "H"; thence S 39038' W for a distance of 151.72 feet to station "I"; thence on a curve to the left with a radius of 250.00 feet at an angle of 45.000 DESCRIPTION Page. 6 Order No. 769023 LM for a distance of 196.34 feet to station "J"; thence S 5022' E 110.00 feet to station "K"; thence on a curve to the right with a radius of 414.00 feet at an angle of 21010' for a distance of 152.94 feet to station "L"; thence S 15048' W 93.00 feet to station "M"; thence on a curve to the left with a radius of 243.00 feet at an angle of 30031' for a distance of 129.42 feet to station "N"; thence S 14043' E 456.60 feet more or less to a point on the south line of parcel two of said parcel map, last said point being 152.52 feet westeriy from the southerly terminus of that course, (S 0025' 00" E 89.33 feet), as shown on said parcel map, to station "0", sald easement if appurtenant to and for the Benefit of Parcel Seven. PARCEL NINE: An easement for ingress and egress described as follows: Beginning at the point of beginning of the above described 40 foot wide easement and running S 69043'49" E 20.00 feet to the easterly line of said 40.00 foot wide easement being the true point of beginning; thence S 69043'49" E along the southwesterly line of the 60.00 foot easement (7981-or-56) 30 feet; thence 80 feet more or less southwesterly to the mid point (on the southeast line of above described 40 foot easement) of the 40.00 foot radius (centerline) curve; thence northeasterly along the southeasterly line of said 40.00' foot ~ide easement above described 60 feet more or less to true point of beginning, said easement is appurtenant to and for the Benefit of Parcel Seven. PARCEL TEN: A 10 foot wide easement for ingress and egress. The easterly line of said easement described as follows: Commencing at above station "L" and running S 15048'W 40.00 feet and N 74012' W 20.00 feet to the True Point of Beginning; thence S 15048' W 53.00 feet; thence southerly along a 263.00 foot radius curve to the left, having an interior angle of 17025'42" a distance of 80.00 feet to the terminus of said easement, said easement is appurtenant to and for the Benefit of Parcel Seven. PARCEL ELEVEN: An easement for ingress-egress said easement described as follows: Commencing at said station "0", and proceeding S 89035' W along the Southerly line of Parcel Two as shown on Parcel Map recorded in Book 494 of Maps at Page 43, Santa Clara County Records 20.64 feet to the True Point of Beginning; thence continuing S 89035' W 25.00 feet; thence N 37026'15" E 30.68 feet to a point on the Southwesterly line of the 40 foot wide easement above described; thence S 14043' E 25.00 feet to the Point of Beginning, said easement is appurtenant to and for the Benefit of Parcel Seven. P ARCEL TWELVE: Beginning at an iron pipe in the fence line of the Northeasterly bank of Uvas Creek at the intersection of the Southwesterly line of the land of F.L. Bonito, as described in Deed recorded in Book 534 of Deeds, at Page 549, Records of Santa Clara County, with the line common to the lands now or formerly of Ousley and the Blanchard Estate from which a 4" x 4" post of the intersection of said DESCRIPTION Page' 7 Order No. 769023 LM Ousley-Blanchard line with the line common to the Solis and Las Animas Ranchos bears South 0 deg. 20' West 1668.61 feet, and running thence along the line common to Bonito and Ousley, South 71 deg. 19' East 189.92 feet to an iron pipe; thence North 89 deg. 03' East 172.59 feet to an iron pipe; thence South 51 deg. 19' East 398.46 feet to an iron pipe; thence leaving said line and running across the land of Bonito and along the Westerly bank of a drainage ditch of the City of Gilroy, North 0 deg. 47' West 589.10 feet to an iron pipe; thence North 50 deg. 02' East 25.01 feet to an iron pipe; thence North 0 deg. 58' West 295.75 feet to an iron spike in the centerline of the Hecker Pass Highway; thence along the centerline of said highway South 85 deg. 38' West (basis of bearings) 1337.10 feet to a buried granite monument of station 131 plus 57.60 of the County Surveyors Survey of said highway; thence continuing on last course South 85 deg. 38' West 75.60 feet to a point on the Northeasterly bank of the Uvas Creek; thence along said bank, South 31 deg. 26' East 579.59 feet to a 24 inch diameter Sycamore Tree blazed on the northwest and southeast faces thence South 49 deg. 20' 30" East 98.97 feet to a spike in the crotch of a 4 prong white Oak Tree 5 feet in diameter at the base; thence South 67 deg. 23' East 301.93 feet to the Point of Beginning. Being shown upon that certain Record of Survey entitled, "Record of Survey Ptn. Solis Rancho in Sec. 3, T. 11. S., R. 3 E., Santa Clara County, California" , which Map was filed for record in the Office of the Recorder of the County of Santa Clara, State of California, on December I, 1950 in Book 29 of Maps, at Page 16. Excepting therefrom that portion thereof conveyed to the State of California by Deed dated July 26, 1957 and recorded November 8, 1957 in Book 3933 Official Records, Page 181, being more particularly described as follows: Commencing at the most Westerly corner of that certain parcel of land shown upon that certain Map entitled, "Record of Survey Ptn. Solis Rancho", filed December I, 1950 in Book 29 of Maps, at Page 16, in the Office of the Recorder of Santa Clara County; thence along the general Southwesterly line of said parcel South 31 deg. 22' 21" East, 425.25 feet; thence North 37 deg 18' 09" East, 73.02 feet; thence North 34 deg 53' 54" West 338.15 feet to the Southerly line of the existing State Highway in Santa Clara County, also known as Bodfish Mill Road and as Hecker Pass Highway, Road IV-SCI-32-I; thence along said Southerly line North 85 deg. 41' 39" East, 345.43 feet; thence North 4 deg. 18' 21" West 33.00 feet to the centerline of said existing State Highway; thence along last said line South 55 deg. 41' 39" West, 415.32 feet to the point of commencement. APN: 810-19-003 PARCEL THIRTEEN: All of Parcel 1 as said Parcel is shown upon that certain Map entitled, "Parcel Map of a Portion of Solis Rancho", which Map was filed for record in the Office of the Recorder of the County of Santa Clara, State of California on February 24, 1995 in Book 663 of Maps, at Pages 13 and 14. APN: 810-20 -012 EXHIBITS "C-I" AND "C-2" PROPERTY SITE PLANS HPFA Development Agreement - Page 34 i ~i ~ ~ ~, ~ ~ ~ 51 tB Iii a: ~I z W:s j >z o~ a. Z <5 W < ~ ,: I- ...J -g u; a. :2:::1 >- <0 a: U,;!( I- W <~ a: W I- a. U) . - fIj"' 0 < fIj~ a: :z a.' ~~ < a:~ c w- ~ ~d () W :J: I........., ." ....... 0..,,, 0'- .:M _ , '. (10..1 10,...,.1 'I DI'._ ." S. I 'Ilo.(l.,i' I, " .." .... 0... .'ta I : O' 1h...H h !i I~ '.. ' .! I 'l ~ _I I. ~ l.. II)i~YICH'RKH ~SE T!' fi:::-:i I ~;-~. .13i.,--i:' . ~ '---' II~, [i. - aJ;, 1\ ?J,~ _0.;; It . I..!"r__._ '1 Ii: ~ OVElU'I.OW PARKING I'~~::...::-~~s. - - -.';,; . - ~ ~OYEE PARKJNG 1l'It$C1lf.fJl ! 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Ii f J J., I:I~/ I' ,6 , lv' I)>- .~ _/ "'----:;> D. < :E > w ><: { I.i !g~ I~i r;~! \D.l Iffi\ \l<' ,g\ r\ II ""', g: i u oc :< ::: '< 8 '" ""' <: ... 0( ~ ..; ~ '.) ~ ""' -i1 " z o ~ )( UJ Z Z < o l- e:: o a: Q. c UJ I- o ::::l e:: I- Ul Z o o c UJ l- I- :i e:: UJ Q. < W e:: < lI'ol w V a: r-~ J:>o.offi > o Z <( <t ~ ~~ a: it UJ <( I- (/)en <ten :E cf c: w ~ o w :x: ltE~ J:':! ..("'UD'...IlI.....G 4!2'. to EHT.......OAQ 10:12 ' WDATt 12:1I,~ Ul"OATE. 1'20!f ~An 10:JO:f \ It...., '1>1"0..1 Lor...".\ P'.r ~.d a. lob ","0 1213 Jj27 , 0+ ~.."". EXHIBIT "D" LIST OF COUNTY APPROVALS HPFA Development Agreement - Page 35 June 14, 1996 HECKER PASS - A FAMILY ADVENTURE (Nob Hill Family Park) Santa Clara County Approvals TABLE OF CONTENTS: Document 1. STAFF REPORT for USE PERMIT for NOB HILL F AMIL Y PARK County File No.: 1866-69-19-85P-85A This report presents the description and conditions of approval for Nob Hill Family Park (Hecker Pass - A Family Adventure). It was prepared by the County's Planning Staff after an extensive review of community input, agency reviews, traffic and sewer reports, a conceptual program and master plan and an EIR. Use Permit was Approved. 2. ARCHITECTURAL AND SITE APPROVAL County File No.: 1866-69-19-87G Nob Hill General Foods, Inc. This letter confirms the approval for a Master Plan grading permit application for construction ofNob Hill Family Park. The property situated on Hecker Pass Highway between Burchell Rd. and Rancho Vista Drive. SS zoning district. Parcel size: 170 acres. 3. USE PERMIT for NOB HILL FAMILY PARK (Hecker Pass - A Family Adventure) County File No.: 1866 - 69 - 19 - 85P, 85A, - EIR This document granted Nob Hill General Foods, Inc. the permission to develop a parcel of land (170 acres) on the south side of Hecker Pass Highway into a family park and recreational center. This approval con- tained numerous conditions of approval and required reviews along the development process. 4. ARCHITECTURAL AND SITE APPROVAL County File No.: 1866 - 67 - 19 - 85A, 87G This document covered the same Parcel and Use as the Use Permit. However, it adds additional conditions that relate specifically to the design and construction of the site such as access, setbacks, visual impact, drainage, landscaping etc. Date June 4, 1987 June 12, 1987 June 19, 1987 June' 26, 1987 r- v IU...., I T n 5. LETTER FROM RANCHO VISTA COURT HOME OWNERS August 2, 1987 A letter addressed to Mr. Michael Bonfante This letter expressed the concerns and recommendations to minimize the impact that the operation of the Park would have on near by neighbors. 6. MINUTES OF MEETING WITH COUNTY PLANNING STAFF July 18,1988 County File No.: 1866 - 69 - 19 - 85P - 85A These minutes record the discussion of various developments at the park. including minor modifications. This meeting addressed the complexity of the design and development of the park. It also addressed the County's Staffs recommendations for monitoring the development, modifications and the intent of the Use Permit and ASA permits. 7. SUMMARY OF NOB HILL FAMILY PARK October 5,1988 for Use Permit MODIFICATION submittal This is descriptive summary of the Park's program development within the Use Permit conditions. It summarizes the size of the park, the theme, the various landscaped areas, and the character and quality of the park. 8. USE PERMIT MODIFICATION REQUEST October 24, 1988 Cover letter to Raffi Sarkisian, Central Permit Office This letter accompanied the application for the Use Permit Modification and other supporting documents. It describes the main changes proposed to the Site Master Plan including: adding landscaped buffers, moving the parking further away from Hecker Pass Hwy, and the moving of certain features within the Park proper. 9. ENVIRONMENTAL INFORMATION FOR11 October 24, 1988 for Use Permit MODIFICATION submittal This form accompanied the application for the Use Permit Modification. It responded to the various environmental concerns raised by making the changes to the Site Master Plan. 10. STAFF REPORT for MODIFICATION to USE PER11IT February 2, 1989 County File No.: 1866 - 69 - 19 - 85P - 85A - 88P - 88A - 88G This report describes the proposed modifications to the Site Master Plan and Conditions of Approval. This Modification was Approved. 11. ARCffiTECTURAL AND SITE APPROVAL February 9, 1989 County File No.: 1866 - 69 -19 - 87A - 88A This letter confirms the approval of the Use Permit Modification by the Architectural and Site Committee including conditions for a Master Grading plan and additional minor modifications to the site plan and program. 12. ARCHITECTURAL AND SITE APPROVAL August 10, 1989 County File No.: 1866 - 69 - 19 - 88P - 89A This letter confirms the approval of additional site improvements such as the on-site road system, the parking areas and a storage area. 13. ARCHITECTURAL AND SITE APPROVAL May 9,1991 County File No.: 1866 - 69 - 19 - 91A This letter confirms the approval of a number of signs at the park including the Main Entry Sign off Hecker Pass Hwy. 14. MEETING NOTES: HECKER PASS - A FAMILY ADVENTURE Nov. 12, 1992 Attendees: Rans Bratton, S. C. Co. & Leo Tirado, Sugimura & Assoc. These meeting notes accompanied the application for the ASA review of STAGE II - MORE DEFINITIVE MASTER PLAN. It describes in more detail the development of the park's program and the identification of certain family rides to compliment the garden setting of the park's theme - Trees.. 15. ASA APPLICATION - SITE MASTER PLANS (reduced) June 27, 1993 including: 1. Master Plan (Use Permit Approval Feb. 9, 1989) 2. Stage II - More Definitive Master Plan ( ASA for Rides) These drawings illustrate in more detail the specific components of the Park's Site Plan and Program. 16. ASA STAGE II - MORE DEFINITIVE MASTER PLAN August 17, 1993 AND F AMIL Y RIDES Cover letter addressed to Raffi Sarkisian at Central Permit Office County File No.: 1866 - 69 - 19 - 85P - 85A - 88P - 88A - 88G This letter accompanied the application and drawings for this ASA review submittal. It sumrnaized the key elements in the Master Plan that had been developed and more specifically identified including the placement of the family rides. 17. ARCHITECTURAL AND SITE APPROVAL - PERlv1IT November 10,1993 For: Stage II Master Plan and Family Rides County File No.: 1866 - 69 - 19 - 93A2 This permit by the ASA Committee approved the submittal stated above. 18. Modification of: ASA STAGE II - MORE DEFINITIVE MASTER PLAN AND F AMIL Y RIDES Letter from Leo A. Tirado to Rans Bratton, Secretary of ASA This letter accompanied by a letter from Mr. Michael Bonfante requests a modification to the previous ASA Permit of November 10, 1993. . , 19. MEMORANDUM - Noise Monitoring Program, Hecker Pass Memo between Art Kaupert and Rans Bratton of Central Permit County File No.: 4548 - 73 - 35 - 93A This in-house memo provides projected noise impacts to the adjacent park neighbors at Rancho Vista Drive. The recommended monitoring program was included in the Modification to the ASA Permit. February 9, 1994 20. MODIFICATION OF A RCHITECTURAL AND SITE February 10, 1994 AFPROV AL FOR STAGE II - MASTER PLAN AND F AMIL Y RlDES County File No.: 1866 - 69 - 19 - 93A2 This letter requests a continuance for the review of the modification submittal. It also contained a description of the official recommendations and conditions of the approval. 21. MODIFICATION OF AN ARCHITECTURAL AND SITE March 10,1994 AFPROV AL FOR STAGE II - MASTER PLAN AND F AMIL Y RlDES County File.: 1866 - 69 - 19 - 93A2 This letter requests a continuance for the review of the modification submittal. This request was made because the ASA Committee needed more time to review the impacts of this modification as directed by the Planning Commission. 22. MODIFICATIONS: STAGE II - MASTER PLAN AND FAMILY RlDES April 14, 1994 County File No.: 1866 - 69 - 19 - 93A2 This document officially granted the requested Modification and specifies the conditions and adjustments to the Master Plan. Subsequent ASA reviews and Building Permits are now issued for Hecker Pass A Family Adventure under the auspicious of these reviews and Permits granted by the Santa Clara County. Schedule 1 Identification and Categorization of Phase I Improvements [To be attached] HPFA Development Agreement - Page 36 January 23,1997 Project No. 9502 HECKER PASS - A FAMILY ADVENTURE ( NOB HILL FAMILY PARK) PHASE I IMPROVEMENTS L) Phase I Improvements that are completed or are in the process of being completed as of this date - including infrastructure and landscaping. iL) Phase I Improvements that are to be completed in the future (this schedule to be updated at the time of annexation). Santa Clara Countv Approvals SCHEDULE 1 No. i Ul ii. ) I Phase One Description of Improvements i I ! 1a I I X Tickets I 1b i I X I Gates - Turnstiles 1c i I X Info / Guest Relations / Group Sales i 2 I [I I I IlIions Carousels ! 3 ; [I I I Pavilion (Multi-Use Facility) i 4 , D I I Restrooms 1 I 5 I D I I Arcade / Games I 6 i D I Food Service ( Plaza Deli) 7 I D I Food Service (Mexican Patio) 8 i D I Food Service (Coffee and Pastry shop-5 9 ! D 1 I Retail Shops I 10 I D I Food Service (Pasta Shop) ! 11 i D , Garlic Bulb Twirl ! 12 i [I i Lockers 13 1 D i Train Stations i 14 I a I Food Service ( Ice Cream) 15 I D I Bridge 16 , D Fort Fun (Terraces) ! I 17 ! I X Food Service (Saloon) I 18 I D Oak Tree Plaza 19 I X Food Service (Greenhouse Salad) 20 I D I Food Service (Burgers) 21 I D I Food Service (Castroville) ! i 22 i D I Boat Dock 23 ! XI Food Service 24 ! D I I Train Trestle Bridge I I 25 , I X Children's Water Play Area I 1 26 , ! I 27 I X I Amphitheaters I 28 D I I Stone Maze 29 I X I J Food Service (Dessert Island) SCHEDULE 1 " . ~ ;;0.- ,.. January 23,1997 Project No. 9502 HECKER PASS - A FAMILY ADVENTURE ( NOB HILL FAMILY PARK) No. I Ll ii. l I Phase One Descriotion of Imorovements 30 I D I Food Service (Chicken Kitchen) 31 I a i Food Service (Barbecue Kitchen and Terrace) 32 I a I Waterfalls ! 33 i a I Greenhouse I 34 I I X I Food Service (Taco Bar) 35 I a I Garden Pavilion (Picnics) 36 I X I Panorama Wheel 37 I X i Train Barn (Storage) 38 i I X I Maintenance Shops , ! 39 I X I Administrative Offices (West) i 40 ! a I I Creekside Terrace I 41 I a I Picnic Patio I I 42 I a I Restrooms I 43 I a I Redwood Pavilion (Picnics) I I 44 I a I I Restrooms I 45 i a I I Nursery Offices (Support) I ! 46 I a I I Recreation Room I 47 I EJ I I Kitchen 48 i a I , Food Service Area , , , 49 I IJ I I Rose Arbor I 50 I a I I Gvmnasium I 51 I IJ I Maintenance Shed 52 I a I I Storage Shed I 53 I a I i Park Offices (East) I , 54 I a I Car Storage Building 55 I a I I Body Shop 56 I a I I Truck Maintenance Shop I 57 i a I I Guard Station , 58 ! I X I Food Prep (Commissary Kitchen) Storage/Supplies 59 , I X I Holly Pavilion I 60 I X I Diving Show 61 I X I Swan Paddle Boats 62 I I X ! Boat Ride (Chris Craft Speed Boats) 63 ! I X I Family Froggy Coaster , I 64 I I X I Bumper Cars , I 65 I I X Balloon Ride I 66 I a I Artichoke Ride I 67 1 a I I Strawberry Swing 68 I a I Gold Fish (Bulgy the Wale) Ride I I 69 I X Mini Car Ride (Migqo Racer) I ! 70 I X Mushroom Wave Swinqer 71 , I X Apple Core Ride 72 , I X I Kiddie Rides , 73 a I Employee Break Area , I 74 I X I Stroller Rentals and Kennel i I 75 I X ! Bus Stop