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6222 ORDINANCE NO. 6222 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANAHEIM (i) APPROVING AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 99 -01 BY AND BETWEEN THE CITY OF ANAHEIM AND KATELLA ANAHEIM RETAIL, LLC (ii) MAKING CERTAIN FINDINGS RELATED THERETO, AND (iii) AUTHORIZING THE MAYOR TO EXECUTE SAID AMENDMENT FOR AND ON BEHALF OF THE CITY. (DEV2010- 00166) WHEREAS, the City and Anaheim GW, LLC, a Delaware limited liability company, (the "Original Developer ") entered into that certain Second Amended and Restated Development Agreement No. 99 -01 dated as of April 11, 2006 and recorded in the Official Records of Orange County California on June 2, 2006 as Instrument No. 2006000373943 (the "Development Agreement "). A copy of the Development Agreement is on file in the Office of the City Clerk of the City of Anaheim; and WHEREAS, the Original Developer assigned the Development Agreement with respect to the Parking Structure No. 1, Retail No. 1 and Vacation Ownership Resort No. 1 to Anaheim GW II, LLC, a Delaware limited liability company ( "Anaheim GW II ") pursuant to that certain Partial Assignment of Second Amended and Restated Development Agreement No. 99 -01 dated as of January 31, 2007 and recorded in the Official Records of Orange County California on February 7, 2007 as Instrument No. 2007000092571; and WHEREAS, the Original Developer assigned, and GardenWalk Hotel I, LLC, a California limited liability company ( "GardenWalk Hotel ") assumed, the Development Agreement with respect to the Hotel Property and the Hotels pursuant to that certain Partial Assignment of Second Amended and Restated Development Agreement No. 99 -01 dated as of July 19, 2007 and recorded in the Official Records of Orange County California on July 19, 2007 as Instrument No. 2007000453402; and In 2008, Anaheim GW II completed construction of Retail No. 1 and Parking Structure No. 1. Shortly thereafter, these components of Anaheim GardenWalk opened to the public; and Anaheim GW II assigned the Development Agreement with respect to the Timeshare Parcel and the Vacation Ownership Resort to Westgate Resorts Anaheim LLC, a Florida limited 1) This Partial Assignment defines "Timeshare Parcel" as a portion of the Property described in the Purchase Agreement between the Assignor and Assignee. "Vacation Ownership Resort" is defined in Section 1.74 of the Development Agreement, and this definition is different from the "Vacation Ownership Resort No. 1" defined in Section 1.75 of the Development Agreement. liability company ( "Westgate Resorts ") pursuant to that certain Partial Assignment of Second Amended and Restated Development Agreement No. 99 -01 dated as of February 29, 2008 and recorded in the Official Records of Orange County California on March 6, 2008 as Instrument No. 2008000105443; and WHEREAS, GardenWalk Hotel, Westgate Resorts and the City of Anaheim amended the Second Amended and Restated Development Agreement No. 99 -01 on March 1, 2010 and recorded in the Official Records of Orange County California on July 19, 2010 as Instrument No. 2010000341657 to (i) redefine Hotel No. 1, Hotel No. 2 and Hotel No. 3 as one (1) Project element consisting of two (2) Hotels totaling approximately 866 Hotel Rooms in the aggregate, (ii) to require the Commencement of Construction of the Hotels to occur on or before May 26, 2011 and to (iii) require the Commencement of Construction of Vacation Ownership No. 1 to occur on or before March 23, 2019; and WHEREAS, Anaheim GW II defaulted on its loan secured by the retail /entertainment component of Area A of Anaheim GardenWalk. On April 8, 2010 foreclosure occurred whereby Katella Anaheim Retail, LLC, a Delaware Limited Liability Corporation ( "Katella Anaheim ") became the new entity succeeding in interest to Anaheim GW II. Shortly thereafter, in correspondence dated June 7, 2010, Katella Anaheim re- affirmed its right, title or interest, subject to all of the terms and conditions of the Development Agreement, that it is entitled to the rights and obligations under the Development Agreement; and WHEREAS, GardenWalk Hotel requested that the City further amend the Development Agreement to require Commencement of Construction of the Hotels to occur on or before May 26, 2013. In Amendment No. 2 to the Second Amended and Restated Development Agreement No. 99 -01 dated July 1, 2010 and recorded in the Official Records of Orange County California on August 17, 2011 as Instrument No. 2011000406499, the City and GardenWalk Hotel amended the Second Amended and Restated Development Agreement No. 99 -01 to require that Commencement of Construction of the Hotels occur on or before May 26, 2013 and Completion of Construction and Opening for Business (as defined in Amendment No. 2) shall occur no later than 36 months after Commencement of Construction of the Hotels; and WHEREAS, Katella Anaheim desires to make changes to the mix of uses and minor changes to the square footage of Retail No. 1. These changes would reposition Anaheim GardenWalk to be more successful in these challenging economic times; and WHEREAS, the City and Katella Anaheim Retail, LLC intend, in this Amendment No. 3, to amend said Development Agreement as shown in Exhibit "A" attached hereto; and WHEREAS, the Anaheim City Planning Commission (hereinafter referred to as "Planning Commission ") did hold a public hearing at the Civic Center in the City of Anaheim on July 6, 2011, at 5:00 p.m., notice of said public hearing having been duly given as required by law and in accordance with the provisions of the Anaheim Municipal Code, Chapter 18.60, to hear and 2) The Amendment calls it "Vacation Ownership No. 1" and not "Vacation Ownership Resort No. 1," even though that is the term defined in the Development Agreement. -2- consider evidence for and against Amendment No. 3, and to investigate and make findings and recommendations in connection therewith; and WHEREAS, the Planning Commission, by its Resolution No. PC2011 -054, did recommend that the City Council approve Amendment No. 3; and WHEREAS, the Anaheim City Council did hold a public hearing on Amendment No. 3, notice of said public hearing having been duly given as required by law; and WHEREAS, the Anaheim City Council, based upon its independent review and consideration of the Third Addendum to the previously- approved Pointe Anaheim Initial Study and Mitigated Negative Declaration and Mitigation Monitoring Program No. 004a prepared in connection with the revised entitlements for Anaheim GardenWalk, and the requirements of CEQA, including Section 21166 of the California Public Resources Code and Section 15162 of the CEQA Guidelines, does find and determine that the Third Addendum to the previously- approved Pointe Anaheim Initial Study and Mitigated Negative Declaration together with Mitigation Monitoring Program No. 004a are adequate to serve as the required environmental documentation for Amendment No. 3 to the Second Amended and Restated Development Agreement No. 99 -01 and satisfies all of the requirements of CEQA, and that no further environmental documentation need be prepared; and WHEREAS, after careful consideration of the recommendations of the Planning Commission and all evidence and reports offered at said hearing the City Council does hereby find and determine, with respect to the request for said amendment to the Development Agreement, that all of the conditions and criteria for the approval of said amendment are present as follows: 1. The Project is consistent with the City's General Plan in that it is in conformance with the General Plan Commercial Recreation land use designation and with the goals, policies and objectives for The Disneyland Resort Specific Plan as set forth in the General Plan. 2. The Project is compatible with the uses authorized in and the regulations prescribed for the applicable zoning district in that the Project is in compliance with the Disneyland Resort Anaheim GardenWalk Overlay requirements. 3. The Project is compatible with the orderly development of property in the surrounding area in that it is in conformance with and implements The Disneyland Resort Specific Plan Land Use Plan and the Anaheim GardenWalk Overlay Zone requirements. 4. The Project is not otherwise detrimental to the health and safety of the citizens of the City of Anaheim. - 3 - 5. Amendment No. 3 constitutes a lawful, present exercise of the City's police power and authority under Article 2.5 of Chapter 4 of Division 1 of Title 7 (commencing with Section 65864) of the Government Code of the State of California (the "Statute "), Anaheim City Council Ordinance No. 4377 (the "Enabling Ordinance ") and Anaheim City Council Resolution No. 82R -565 (the "Procedures Resolution "). 6. Amendment No. 3 is entered into pursuant to and in compliance with the Charter of the City of Anaheim and the requirements of Section 65867 of the Statute, the Enabling Ordinance and the Procedures Resolution. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS: SECTION 1. That Amendment No. 3 to the Development Agreement be, and the same is hereby, approved by the City Council of the City of Anaheim. SECTION 2. That the Mayor be, and is hereby, authorized to execute Amendment No. 3 to the Development Agreement for and on behalf of the City. /// /// /// /1/ /// /// - 4 -- THE FOREGOING ORDINANCE was introduced at a regular meeting of the City Council of the City of Anaheim held on the 16 day of August, 2011, and thereafter passed and adopted at a regular meeting of said City Council held on the 23 day of August, 2011, by the following roll call vote: AYES: Council Members Sidhu, Eastman, Galloway and Murray NOES: None ABSENT: None ABSTAIN: Mayor Tait CITY OF ANAHEIM By: 4°) AYOR PRO EM OF HE ITY OF AN EIM ATTEST: (Eke.. CITY CL RK OF THE CITY OF A AHEIM 84948.v1 /MGordon -5- EXHIBIT "A" RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Anaheim ) 200 South Anaheim Boulevard ) Anaheim, California 92805 ) Attention: City Clerk ) This document is exempt from a recording fee pursuant to Government Code Section 6103 AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 99-01 By and Between THE CITY OF ANAHEIM and KATELLA ANAHEIM RETAIL, LLC AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 99-01 This AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 99 - 01 (this "Amendment No. 3"), dated for purposes of identification only as of August 23, 2011 (the "Date of this Amendment No. 3"), is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation and charter city, (the "City ") and KATELLA ANAHEIM RETAIL, a California limited liability company, ( "Katella Anaheim "). RECITALS A. The City and Anaheim GW, LLC, a Delaware limited liability company (the "Original Developer "), entered into that certain Second Amended and Restated Development Agreement No. 99 -01 dated as of April 11, 2006 and recorded in the Official Records of Orange County, California on June 2, 2006 as Instrument No. 2006000373943 (the "Development Agreement ") with respect to that certain real property described in the "Legal Descriptions" which are attached hereto as Exhibit A and incorporated herein by this reference; B. Unless otherwise defined in this Amendment No. 3, all capitalized terms shall have the meanings ascribed to such terms in the Development Agreement. Copies of the Development Agreement are available as a public record in the office of the City Clerk located at 200 South Anaheim Boulevard, Anaheim, California; C. The Original Developer assigned the Development Agreement with respect to the Parking Structure No. 1, Retail No. 1 and Vacation Ownership Resort No. 1 to Anaheim GW II, LLC, a Delaware limited liability company ( "Anaheim GW II ") pursuant to that certain Partial Assignment of Second Amended and Restated Development Agreement No. 99 -1 dated as of January 31, 2007 and recorded in the Official Records of Orange County California on February 7, 2007 as Instrument No. 2007000092571. D. The Original Developer assigned, and GardenWalk Hotel I, LLC, a California limited liability company ( "GardenWalk Hotel ") assumed, the Development Agreement with respect to the Hotel Property and the Hotels pursuant to that certain Partial Assignment of Second Amended and Restated Development Agreement No. 99 -1 dated as of July 19, 2007 and recorded in the Official Records of Orange County California on July 19, 2007 as Instrument No. 2007000453402. - E. In 2008, Anaheim GW II completed construction of Retail No. 1 and Parking Structure No. 1. Shortly thereafter, these components of Anaheim GardenWalk opened to the public; F. Anaheim GW II assigned the Development Agreement with respect to the Timeshare Parcel and the Vacation Ownership Resort' to Westgate Resorts Anaheim LLC, a Florida limited liability company ( "Westgate Resorts ") pursuant to that certain Partial Assignment of Second Amended and Restated Development Agreement No. 99 -1 dated as of February 29, 2008 and recorded in the Official Records of Orange County California on March 6, 2008 as Instrument No. 2008000105443; G. GardenWalk Hotel, Westgate Resorts and the City of Anaheim amended the Second Amended and Restated Development Agreement No. 99 -1 on March 1, 2010 and recorded in the Official Records of Orange County California on July 19, 2010 as Instrument No. 2010000341657 to (i) redefine Hotel No. 1, Hotel No. 2 and Hotel No. 3 as one (1) Project element consisting of two (2) Hotels totaling approximately 866 Hotel Rooms in the aggregate, (ii) require the Commencement of Construction of the Hotels to occur on or before May 26, 2011, and (iii) require the Commencement of Construction of Vacation Ownership No. 1 to occur on or before March 23, 2019; H. Anaheim GW II defaulted on its loan secured by the retail /entertainment component of Area A of Anaheim GardenWalk. On April 8, 2010 foreclosure occurred whereby Katella Anaheim Retail, LLC, a Delaware Limited Liability Corporation ( "Katella Anaheim ") became the new entity succeeding in interest to Anaheim GW II. Shortly thereafter, in correspondence dated June 7, 2010, Katella Anaheim re- affirmed its right, title or interest, subject to all of the terms and conditions of the Development Agreement, that it is entitled to the rights and obligations under the Development Agreement; I. GardenWalk Hotel requested that the City further amend the Development Agreement to require Commencement of Construction of the Hotels to occur on or before May 26, 2013. In Amendment No. 2 to the Second Amended and Restated Development Agreement No. 99 -1 dated July 1, 2010 and recorded in the Official Records of Orange County California on August 17, 2011 as Instrument No. 2011000406499, the City and GardenWalk Hotel amended the Second Amended and Restated Development Agreement No. 99 -1 to require that Commencement of Construction of the Hotels occur on or before May 26, 2013 and Completion of Construction and Opening for Business (as defined in Amendment No. 2) shall occur no later than 36 months after Commencement of Construction of the Hotels; 1) This Partial Assignment defines "Timeshare Parcel" as a portion of the Property described in the Purchase Agreement between the Assignor and Assignee. "Vacation Ownership Resort" is defined in Section 1.74 of the Development Agreement, and this definition is different from the "Vacation Ownership Resort No. 1" defined in Section 1.75 of the Development Agreement. 2) The Amendment calls it "Vacation Ownership No. 1" and not "Vacation Ownership Resort No. 1," even though that is the term defined in the Development Agreement. -2- J. Katella Anaheim desires to make changes to the mix of uses and minor changes to the square footage of Retail No. 1. These changes would reposition Anaheim GardenWalk to be more successful in these challenging economic times; K. The City Council, based upon its independent review and consideration of the Third Addendum to the previously- approved Pointe Anaheim Initial Study and Mitigated Negative Declaration and Mitigation Monitoring Program No. 004a prepared in connection with the revised entitlements for Anaheim GardenWalk, and the requirements of CEQA, including Section 21166 of the California Public Resources Code and Section 15162 of the CEQA Guidelines finds and determines that the Third Addendum to the previously- approved Pointe Anaheim Initial Study and Mitigated Negative Declaration together with Mitigation Monitoring Program No. 004a are adequate to serve as the required environmental documentation for Amendment No. 3 to the Second Amended and Restated Development Agreement No. 99 -1 and satisfies all of the requirements of CEQA, and that no further environmental documentation need be prepared. NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: SECTION 1. That Recital H of the Development Agreement is deleted and replaced with the following: "H. The City has evaluated previously certified EIR No. 311 and the Addendum thereto approved by the City on October 8, 1996, which environmental documents formed the basis for "tiering" as provided for in CEQA, and, in connection therewith, has required of Developer additional technical studies to assess potential impacts of the Project, which studies concluded that the Project will not result in any significant environmental impacts after implementation of the Mitigation Measures; on June 22, 1999, the City Council, following a noticed public hearing, approved Mitigated Negative Declaration/Mitigation Monitoring Plan No. 004a; the City Council, subsequently approved General Plan Amendment No. 359; Amendment No. 4 to The Disneyland Resort Specific Plan No. 92 -1; Conditional Use Permit No. 4078; Amendment to the Anaheim Resort Public Realm Landscape Program; Development Agreement No. 99 -01; the First and Second Addenda to the previously- approved Pointe Anaheim Initial Study and Mitigated Negative Declaration; Modified Mitigation Monitoring Plan No. 004a; General Plan Amendment No. 393 and No. 440; Amendments No. 5, No. 6 and No. 7 to The Disneyland Resort Specific Plan No. 92 -1; Amendments to Conditional Use Permit No. 4078; Amendment No. 3 to The Anaheim Resort Public Realm Landscape Program; the First Amended and Restated Development Agreement No. 99 -1; Tentative Parcel Map No. 2002 -205; Final Site Plan No. 2006 - 00002; and Second Amended and Restated Development Agreement No. 99 -1 and Amendments No. 1 and No. 2. The entitlements and environmental document described in this RECITAL H are hereinafter referred to as the "Prior Approvals "; and -3- SECTION 2. That Recital J of the Development Agreement is deleted and replaced with the following: "J. On August 16, 2011, following a noticed public hearing, the City Council took the following actions to amend the above referenced Prior Approvals, which Prior Approvals, together with the following entitlements and environmental documents, are hereinafter referred to as the "Existing Approvals ": (1) Third Addendum to the previously- approved Pointe Anaheim Initial Study /Mitigated Negative Declaration and Modified Mitigation Monitoring Plan No. 004a; (2) General Plan Amendment No. 2010 - 00481; (3) Amendment No. 8 to The Disneyland Resort Specific Plan No. 92 -1 (Specific Plan Amendment No. 2010- 00061); (4) Amendment to Chapter 18.114 of Anaheim Municipal Code; (5) Amendment to Conditional Use Permit No. 4078 (Conditional Use Permit No. 4078E); (6) Amendment to Final Ste Plan No. 2006 -00002 (Final Ste Plan No. 2006 - 00002A)." SECTION 3. The definition of Addendum, set forth in paragraph 1.1 of Section 1 of the Development Agreement is deleted and replaced with the following: "1.1 "Addendum" means the Addenda to the previously- approved Pointe Anaheim Initial Study and Mitigated Negative Declaration and Modified Mitigation Monitoring Plan No. 004a dated January 19, 1999, as revised October 29, 2001, March 1, 2006, and June 6, 2011. SECTION 4. The definition of Anaheim GardenWalk Overlay, set forth in paragraph 1.6 of Section 1 of the Development Agreement is deleted and replaced with the following: "1.6 "Anaheim GardenWalk Overlay" means those regulations and guidelines established by Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7 to The Disneyland Resort Specific Plan which provide for the development of the Project." -4- SECTION 5. The definition of Approved Plans, set forth in paragraph 1.12 of Section 1 of the Development Agreement is deleted and replaced with the following: "1.12 "Approved Plans" means the preliminary conceptual design and configuration of the Project, including elevations and renderings approved by the City Council on April 11, 2006, and contained in Exhibits Nos. 1 through 12, inclusive, of Conditional Use Permit No. 4078, as amended. Where such plans conflict with referenced design documents required by the Disposition and Development Agreement ( "DDA "), the DDA shall control." SECTION 6. The definition of DDA, set forth in paragraph 1.24 of Section 1 of the Development Agreement is deleted and replaced with the following: "1.24 "DDA" means the Disposition and Development Agreement entered into by and between the City and Original Developer dated January 2, 2002, and amended on December 14, 2004 and January 31, 2006 and as may be amended from time to time hereafter." SECTION 7. The definition of Mitigation Measures, set forth in paragraph 1.46 of Section 1 of the Development Agreement is deleted and replaced with the following: "1.46 "Mitigation Measures" means those Mitigation Measures set forth in the Modified Mitigation Monitoring Plan No. 004a, as amended, adopted and modified by the City on February 26, 2002 and April 11, 2006." SECTION 8. The definition of Mitigated Negative Declaration or MND, set forth in paragraph 1.47 of Section 1 of the Development Agreement is deleted and replaced with the following: "1.47 "Mitigated Negative Declaration" or "MND" means the previously - approved Pointe Anaheim Initial Study and Mitigated Negative Declaration approved by the City on June 22, 1999, by City Council Resolution No. 99R -133, the First, Second and Third Addenda to the previously- approved Pointe Anaheim Initial Study and Mitigated Negative Declaration the Addendum thereto, approved by the City Council on February 26, 2002, April 11, 2006 and August 16, 2011, respectively." -5- SECTION 9. The definition of Retail No. 1, set forth in paragraph 1.65 of Section 1 of the Development Agreement is deleted and replaced with the following: "1.65 "Retail No. 1" means those specialty retail, dining and entertainment uses (including a cinema) comprising approximately 460,115 square feet of gross building area (including approximately 11,000 square feet of exclusive outdoor restaurant space) to be constructed by the Developer pursuant to the Existing Approvals within Area A, as shown on the Site Map." SECTION 10. That a new definition is hereby added as paragraph 1.78 to Section 1 of the Development Agreement as follows: "1.78 "Third Addendum" means the Third Addendum to the previously - approved Pointe Anaheim Initial Study and Mitigated Negative Declaration." SECTION 11. That a new definition is hereby added as paragraph 1.79 to Section 1 of the Development Agreement as follows: "1.79 "Katella Anaheim" is a Delaware limited liability company. Through the Assumption of Development Agreement, Disposition and Development Agreement, and Parking Agreements dated June 7, 2010, Katella Anaheim assumed and agreed to perform AGW II's obligations under the Development Agreement with respect to the Parking Structure No. 1 and Retail No. 1 that first accrue on or after April 8, 2010." SECTION 12. That paragraph 7.12 of Section 7 of the Development Agreement is deleted and replaced with the following: "7.12 Notices. Any notice or communication required hereunder between the City and Developer must be in writing, and may be given either personally, by registered or certified mail, return receipt requested or by overnight courier. If given by registered or certified mail, the same shall be deemed to have been delivered and received on the first to occur of (i) actual receipt by any of the addresses designated below as the Party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If personally delivered or delivered by courier a notice shall be deemed to have been delivered when received by the Party to whom it is addressed. Any Party hereby may at any time, by giving ten (10) day's written notice to the other Party hereto. Designate any other address in substitution of the address, or any -6- additional address, to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below: If To City: With Copies To: City Clerk City Attorney City of Anaheim City of Anaheim 200 S. Anaheim Blvd., 2nd Fl. 200 South Anaheim Blvd., Suite 356 Anaheim, CA 92805 Anaheim, CA 92805 If To Developer: With Copies To: Katella Anaheim Retail, LLC Related Urban Management, LLC 388 Greenwich Street, 19th Fl. 321 W. Katella Avenue, Suite 191 New York, NY 10013 Anaheim, CA 92802 DLA Piper 555 Mission Street, Suite 2400 San Francisco, CA 94105 -2933 Attn: Laurie Scola DLA Piper 1999 Avenue of the Stars, 4th Floor Los Angeles, CA 90067 Attn: Ryan Leaderman" SECTION 13. That a new paragraph 7.27 is added to Section 7 of the Development Agreement as follows: "7.27 Warranty. The City and Katella Anaheim each warrant that it has full power and authority to execute this Amendment No. 3 and consummate the transactions contemplated hereby." SECTION 14. INTEGRATION. Except as expressly provided to the contrary herein, all provisions of Second Amended And Restated Development Agreement No. 99 -01, inclusive of Amendment No. 1 and Amendment No. 2, shall remain in full force and effect. The Second Amended And Restated Development Agreement No. 99 -01, inclusive of Amendment No. 1, Amendment No. 2 and this Amendment No. 3 shall hereinafter be collectively referred to as the "Agreement." The Agreement integrates all of the terms and conditions of agreement between the Parties and supersedes all negotiations or previous agreements between the Parties with respect to the subject matter hereof. -7- SECTION 15. EFFECTIVE DATE. This Amendment No. 3 shall take effect upon the date the ordinance of the City Council of the City of Anaheim approving this Amendment No. 3 takes effect. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDMENT NO. 3 AS OF THE RESPECTIVE DATES SET FORTH BELOW. "CITY" CITY OF ANAHEIM, Dated: a municipal corporation and charter city By: Mayor of the City of Anaheim ATTEST: City Clerk of the City of Anaheim APPROVED AS TO FORM: CRISTINA L. TALLEY, CITY ATTORNEY By: Mark S. Gordon Assistant City Attorney "DEVELOPER" KATELLA ANAHEIM RETAIL, LLC, Dated: a Delaware limited liability company By: Print Name: Its: 84226.v1 -8- EXHIBIT A LEGAL DESCRIPTIONS Melodyland Parcels: PARCEL A THE WEST 20 ACRES OF THE NORTHERLY 645.00 FEET OF THE SOUTHERLY 1320.00 FEET OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE WEST 720.00 FEET. ALSO EXCEPT THE NORTH 60.00 FEET. PARCEL B THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY REORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE NORTH 675.00 FEET ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER; THENCE EAST 833.51 FEET PARALLEL WITH THE SOUTH LINE OF SAID SOUTHEAST QUARTER TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 0° 16= 30@ EAST 675.11 FEET TO A POINT, SAID POINT BEING ALSO THE SOUTHEASTERLY CORNER OF THE LAND DESCRIBED IN DEED TO ALWYN S. JEWELL AND LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1979 IN BOOK 4912, PAGE 102, OFFICIAL RECORDS; THENCE EAST 486.49 FEET ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER TO THE SOUTHEAST CORNER OF LAND CONVEYED TO DONALD F. REA BY DEED RECORDED DECEMBER 1, 1958 IN BOOK 4521, PAGE 453, OF OFFICIAL RECORDS; THENCE NORTH 675.00 FEET ALONG THE EAST LINE OF SAID LAND CONVEYED TO REA, TO THE NORTHEAST CORNER THEREOF; THENCE WEST ALONG THE NORTH LINE OF SAID LAND OF REA TO THE TRUE POINT OF BEGINNING. EXCEPT THE WEST 292.00 FEET THEREOF. ALSO EXCEPT THE SOUTH 360.00 FEET THEREOF. -1- Hasenyager Parcel: LOT 3 OF TRACT NO. 3330, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 113, PAGES 21 AND 22 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. Zaby =s Parcel: LOTS 1 AND 2 OF TRACT 3330, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 21 AND 22 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION CONVEYED TO THE CITY OF ANAHEIM BY DEED RECORDED JULY 30, 1997 AS INSTRUMENT NO. 97- 0359942, OFFICIAL RECORDS. Berger Parcel: LOTS 4 AND 5 OF TRACT NO. 3330, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 21 AND 22 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Rist Parcel: PARCEL 1: THE WEST 292 FEET OF THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 22, IN TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 51, PAGE 10, MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE NORTH 675.00 FEET ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER; THENCE EAST 833.51 FEET PARALLEL WITH THE SOUTH LINE OF SAID SOUTHEAST QUARTER TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 0° 16= 30@ EAST 675.11 FEET TO A POINT, SAID POINT BEING ALSO THE SOUTHEASTERLY CORNER OF THE LAND DESCRIBED IN DEED TO ALWYN S. JEWEL AND LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1959 IN BOOK 4912, PAGE 102, OFFICIAL RECORDS; THENCE EAST ALONG THE SOUTH LINE OF SAID -2- SOUTHEAST QUARTER, 486.49 FEET TO THE SOUTHEAST CORNER OF LAND CONVEYED TO DONALD F. REA BY DEED RECORDED DECEMBER 1, 1958 IN BOOK 4521, PAGE 543, OFFICIAL RECORDS; THENCE NORTH ALONG THE EAST LINE OF SAID LAND CONVEYED TO REA, 675.00 FEET TO THE NORTHEAST CORNER THEREOF; THENCE WEST ALONG THE NORTH LINE OF SAID LAND OF REA TO THE TRUE POINT OF BEGINNING; EXCEPT THEREFROM THE WEST 150 FEET OF THE SOUTH 360 FEET; ALSO EXCEPT THEREFROM THE SOUTH 60 FEET INCLUDED WITHIN KATELLA AVENUE, 120 FEET WIDE. PARCEL 2: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, IN THE CITY OF ANAHEIM, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 51, PAGE 10 MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE NORTH 675.00 FEET ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER; THENCE EAST 833.51 FEET PARALLEL WITH THE SOUTH LINE OF SAID SOUTHEAST QUARTER TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 0° 16= 30@ EAST 675.11 FEET TO A POINT, SAID POINT BEING ALSO THE SOUTHEASTERLY CORNER OF THE LAND DESCRIBED IN DEED TO ALWYN S. JEWELL AND LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1959 IN BOOK 4912, PAGE 102, OFFICIAL RECORDS; THENCE EAST ALONG THE SOUTH LINE OF SAID SOUTHEAST QUARTER, 486.49 FEET TO THE SOUTHEAST CORNER OF LAND CONVEYED TO DONALD F. REA, BY DEED RECORDED DECEMBER 1, 1958 IN BOOK 4521, PAGE 543, OFFICIAL RECORDS; THENCE NORTH ALONG THE EAST LINE OF SAID LAND CONVEYED TO REA, 675.00 FEET TO THE NORTHEAST CORNER THEREOF; THENCE WEST ALONG THE NORTH LINE OF SAID LAND OF REA TO THE TRUE POINT OF BEGINNING. EXCEPT THEREFROM THE SOUTH 60.00 FEET INCLUDED WITHIN KATELLA AVENUE, 120.00 FEET WIDE. ALSO EXCEPT THEREFROM THE NORTH 315 FEET. ALSO EXCEPT THEREFROM THE WEST 292 FEET. Ursini Parcel: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 10 -3- OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER; THENCE NORTH 675.00 FEET ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER; THENCE EAST 833.51 FEET PARALLEL WITH THE SOUTH LINE OF SAID SOUTHEAST QUARTER; THENCE SOUTH 0° 16= 30 @, EAST 675.11 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT ALSO BEING THE SOUTHEASTERLY CORNER OF THE LAND DESCRIBED IN DEED TO ALWYN S. JEWELL AND LUCILLE G. JEWELL, RECORDED OCTOBER 5, 1959 IN BOOK 4912, PAGE 102 OF OFFICIAL RECORDS; THENCE NORTH 0° 16= 30@ WEST, 360.00 FEET ALONG THE EASTERLY LINE OF SAID LAND; THENCE EAST 150.00 FEET PARALLEL WITH THE SOUTHERLY LINE OF SAID SOUTHEAST QUARTER; THENCE SOUTH 0° 16= 30@ EAST, 360.00 FEET PARALLEL WITH SAID EASTERLY LINE OF THE LAND CONVEYED TO JEWELL TO THE SOUTHERLY LINE OF SAID SECTION; THENCE WEST ALONG THE SOUTHERLY LINE OF SAID SECTION 150.00 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM, THAT PORTION OF SAID PROPERTY LYING SOUTHERLY OF THE NORTHERLY LINE OF THAT CERTAIN FINAL ORDER OF CONDEMNATION DATED JANUARY 30, 1998, CASE NO. 782833 OF THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, A CERTIFIED COPY OF WHICH WAS RECORDED FEBRUARY 9, 1998 AS INSTRUMENT NO. 19980071981 OF OFFICIAL RECORDS. City Parcel: THE NORTHERLY 280.35 FEET OF PARCEL 1, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK 55, PAGE 46 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Pyrovest Parcels: PARCEL 1: THE EAST 660.00 FEET OF THE WEST 720.00 FEET OF THE NORTH 585.00 FEET OF THE SOUTH 1260 FEET OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, THE FOLLOWING DESCRIBED PROPERTY: BEGINNING AT A POINT SOUTH 0° 13= 22@ EAST 15.03 FEET FROM THE -4- NORTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY SAID POINT BEING ON THE EASTERLY LINE OF HARBOR BOULEVARD 120 FEET WIDE; THENCE SOUTH 0° 13= 22@ EAST ALONG SAID EASTERLY LINE 100.08 FEET; THENCE NORTH 89° 54= 30@ EAST PARALLEL TO THE NORTHERLY LINE OF ABOVE DESCRIBED PARCEL 111.34 FEET; THENCE NORTH 0° 13= 22@ WEST, PARALLEL TO THE EASTERLY LINE OF HARBOR BOULEVARD 30.75 FEET; THENCE NORTH 89° 54= 38@ EAST 38.66 FEET; THENCE NORTH 0° 13= 22@ WEST 84.36 FEET TO A POINT ON THE SOUTHERLY LINE OF FREEDMAN WAY, 60.00 FEET WIDE; THENCE ALONG THE SOUTH LINE OF SAID FREEDMAN WAY, SOUTH 89° 54= 30@ WEST 134.97 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 15.00 FEET; THENCE WESTERLY AND SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90° 07= 52@ A LENGTH OF 23.60 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION. PARCEL 2: BEGINNING AT A POINT SOUTH 0° 13= 22@ EAST 15.03 FEET FROM THE NORTHWEST CORNER OF THE ABOVE DESCRIBED PROPERTY SAID POINT BEING ON THE EASTERLY LINE OF HARBOR BOULEVARD 120 FEET WIDE; THENCE SOUTH 0° 13= 22@ EAST ALONG SAID EASTERLY LINE 100.08 FEET; THENCE NORTH 89° 54= 30@ EAST PARALLEL TO THE NORTHERLY LINE OF ABOVE DESCRIBED PARCEL 111.34 FEET; THENCE NORTH 0° 13= 22@ WEST, PARALLEL TO THE EASTERLY LINE OF HARBOR BOULEVARD 30.75 FEET; THENCE NORTH 89° 54= 38@ EAST 38.66 FEET; THENCE NORTH 0° 13= 22@ WEST 84.36 FEET TO A POINT ON THE SOUTHERLY LINE OF FREEDMAN WAY, 60.00 FEET WIDE; THENCE ALONG THE SOUTH LINE OF SAID FREEDMAN WAY, SOUTH 89° 54= 30@ WEST 134.97 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 15.00 FEET; THENCE WESTERLY AND SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90° 07= 52@ A LENGTH OF 23.60 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION. -5-