RES-2016-010RESOLUTION NO.2 016 — 010
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM
APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT WITH
LAB HOLDING, LLC, SUBSTANTIALLY IN THE FORM ATTACHED TO
THE RESOLUTION; AUTHORIZING THE DIRECTOR OF COMMUNITY
AND ECONOMIC DEVELOPMENT TO FINALIZE SUCH DISPOSITION AND
DEVELOPMENT AGREEMENT; AUTHORIZING THE DIRECTOR OF
COMMUNITY AND ECONOMIC DEVELOPMENT TO IMPLEMENT SUCH
DISPOSITION AND DEVELOPMENT AGREEMENT; AND MAKING
CERTAIN OTHER FINDINGS IN CONNECTION THEREWITH
WHEREAS, the City of Anaheim (the "City") is a California municipal corporation and
charter city; and
WHEREAS, the City anticipates acquiring two real property development sites (the
"Successor Agency Properties") from the Successor Agency to the Anaheim Redevelopment Agency
(the "Successor Agency") pursuant to the Successor Agency's Second Amended and Restated Long
Range Property Management Plan prepared and adopted pursuant to Health and Safety Code Section
34191.5; and
WHEREAS, the City anticipates acquiring two additional real property development sites
(the "Housing Authority Properties") from the Anaheim Housing Authority (the "Housing
Authority") pursuant to Health and Safety Code Section 34312.3(b) and a Purchase and Sale
Agreement anticipated to be approved by the City and Housing Authority concurrently herewith (the
"Purchase and Sale Agreement"); and
WHEREAS, the Successor Agency Properties and the Housing Authority Properties are
referred to in this Resolution collectively as the "Properties"; and
WHEREAS, the City has negotiated the terms of a Disposition and Development Agreement
(the "Agreement") with LAB Holding, LLC (the "Developer"), pursuant to which the City will
convey the Properties to the Developer for a purchase price of $10,100,000 (the "Purchase Price")
and the Developer will develop, operate and maintain the Properties as various mixed use,
residential, and retail properties in accordance with the terms of the Agreement; and
WHEREAS, in accordance with California Government Code Section 52201, the City held a
noticed public hearing regarding the proposed Agreement; and
WHEREAS, the City prepared a report summarizing the details of the Agreement in
accordance with Section 52201 of the California Government Code (the "Report") and made such
Report available for public inspection prior to the public hearing on the Agreement; and
WHEREAS, the City Council has duly considered all terms and conditions of the proposed
Agreement, including all attachments thereto, and believes that the Project is in the best interests of
the City of Anaheim and the health, safety, and welfare of its residents, and in accord with the public
purposes and provisions of applicable state and local laws and requirements.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ANAHEIM:
Section L The City Council hereby finds and determines that the foregoing recitals are
true and correct and are a substantive part of this Resolution.
Section 2. The City Council hereby finds and determines, based on all documentation,
testimony and other evidence in the record before it, that (a) the proposed sale and development of
the Real Property will assist in the creation of economic opportunity, as defined in California
Government Code Section 52200.2, by providing for the development of the Properties and operation
thereof in accordance with the Agreement, thereby increasing property tax revenues by more than
15% at full implementation, as described in more detail in the Report, and generating jobs and sales
tax revenues to the City; and (b) the consideration being paid to the City is not less than the fair
market value of the Properties at their highest and best use, as determined by an independent
appraiser.
Section 3. The City Council hereby directs the Director of Community and Economic
Development ("Director") to allocate and budget for the use of the Purchase Price received from the
Developer in exchange for the Properties as follows: (a) remit to the Housing Authority the purchase
price provided for under the Purchase and Sale Agreement (including the City's assignment to the
Housing Authority of the Promissory Note to be received from the Developer pursuant to the
Agreement), as provided under the Purchase and Sale Agreement; and (b) the balance of the
Purchase Price (net of amounts distributed to taxing agencies other than the City pursuant to Health
and Safety Code Section 34180(f)) shall be used and applied for projects and other expenditures in
furtherance of the Redevelopment Plan for the Anaheim Merged Redevelopment Project.
Section 4. The City Council hereby approves the Agreement, with such changes as may
be mutually agreed upon by the Developer, the City Attorney and the Director (or his duly authorized
representative), respectively, as are minor and in substantial conformance with the form of the
Agreement submitted herewith. The Director and the City Clerk are hereby authorized to execute
and attest the Agreement, including any related attachments, on behalf of City. In such regard, the
Director (or his duly authorized representative) is authorized to sign the final version of the
Agreement after completion of any such non -substantive, minor revisions. Copies of the final form
of the Agreement, when duly executed and attested, shall be placed on file in the office of the City
Clerk. Further, the Director (or his duly authorized representative) is authorized to implement the
Agreement and take all further actions and execute all documents referenced therein and/or necessary
and appropriate to carry out the transaction contemplated by the Agreement, including all exhibits
thereto. The Director (or his duly authorized representative) is hereby authorized to the extent
necessary during the implementation of the Agreement to make technical or minor changes and
interpretations of the Agreement after execution, as necessary to properly implement and carry out
the Agreement, including all exhibits thereto, provided any and all such changes shall not in any
manner materially affect the rights and obligations of the City under the Agreement.
Section 5. In addition to the authorization of Section 4 above, the Director is hereby
authorized, on behalf of the City , to sign all other documents necessary or appropriate to carry out
and implement the Agreement, including all exhibits thereto and including causing the issuance of
warrants in implementation thereto, and to administer the City's obligations, responsibilities and
duties to be performed under the Agreement, including all exhibits thereto.
Section 6. The City Clerk shall certify to the adoption of this Resolution.
2
THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY
THE CITY COUNCIL OF THE CITY OF ANAHEIM THIS 12 to DAY OF
January , 2016, BY THE FOLLOWING ROLL CALL VOTE:
AYES: Mayor Tait and Council Members Kring, Murray, Brandman,
and Vanderbilt
NOES: None
ABSTAIN: None
ABSENT: None
CITY OF ANAHEIM
By:
Mayor
ATT T:
City Clerk
ATTACHMENT TO RESOLUTION
ATTACH COPY OF AGREEMENT
ATTACHMENT TO RESOLUTION
Page 1 of I
DISPOSITION AND DEVELOPMENT AGREEMENT
By and Between
CITY OF ANAHEIM
and
LAB HOLDING, LLC
DOCSOC/l 706855N•23/022363-00: 5
Table of Contents
Paae
100. INTRODUCTORY PROVISIONS........................................................................................1
101.
Definitions....................................................................................................................1
301.
102.
Representations, Warranties and Covenants.........................................................10
302.
Design Review............................................................................................................23
102.1 City Representations Warranties and Covenants.....................................10
303.
Land Use Approvals.................................................................................................23
102.2 Developer's Representations, Warranties and Covenants .......................11
304.
Schedule of Performance..........................................................................................23
102.3 City and Developer Representation Re Authority and
305.
Cost of Construction.................................................................................................23
Enforceability................................................................................................12
103.
Transfers of Interest in Property or Agreement....................................................12
103.1 Prohibition Against Transfer Prior to Release of Construction
Covenants......................................................................................................12
103.2 Permitted Transfers.....................................................................................12
1.03.3 City Consideration of Requested Transfer After Release of
ConstructionCovenants...............................................................................13
103.4 Assignment and Assumption Agreement...................................................14
103.5 City Action Re Requested Transfer............................................................14
1.03.6 Project Sites Not Severable..........................................................................14
103.7 Covenants Survive Closing..........................................................................14
200. DISPOSITION OF THE PROPERTY................................................................................14
201.
Conveyance of the Property to Developer..............................................................14
201.1 Consideration for the Conveyance of the Property...................................14
201.2 Condition of Propertv..................................................................................15
201.3 Opening and Close of Escro-o .......................................................................
15
201.4 Submittal of Documents...............................................................................16
201.5 Post -Closing Deliveries by Escro-o...............................................................
16
201.6 Payment of Escrow Costs.............................................................................18
201.7 Termination Agreement...............................................................................18
202.
Review of Title...........................................................................................................18
203.
Title Policies...............................................................................................................19
204.
Studies, Reports.........................................................................................................19
204.1 Delivery of Property Documents.................................................................19
204.2 Property Investigation..................................................................................19
204.3 As -Is Environmental Condition..................................................................20
204.4 Indemnities and Releases Re Hazardous Materials..................................20
205.
Conditions to Closing...............................................................................................20
205.1 City's Conditions Precedent........................................................................21
205.2 Developer's Conditions Precedent..............................................................21
206.
Relocation Obligations of City.................................................................................22
300. POST CONVEYANCE DEVELOPMENT OF EACH OF THE PROJECT
SITES......................................................................................................................................
22
301.
Scope of Development...............................................................................................22
302.
Design Review............................................................................................................23
303.
Land Use Approvals.................................................................................................23
304.
Schedule of Performance..........................................................................................23
305.
Cost of Construction.................................................................................................23
DOCSOC/1706855v23/022363-0015
Table of Contents
(Continued)
306.
Insurance Coverage..................................................................................................23
502.
306.2 Policy Provisions...........................................................................................24
503.
306.3 Mutual Waivers............................................................................................25
307.
Developer's Indemnity..............................................................................................25
308.
Rights of Access.........................................................................................................25
33
309.
Compliance with Governmental Requirements.....................................................25
504.
309.1 Nondiscrimination in Employment.............................................................25
310.
Release of Construction Covenants.........................................................................26
31.1.
Rights of Holder and City under Construction Financing....................................27
50-1.
311.1 Holder Not Obligated to Construct Applicable Developer
Improvements...............................................................................................
27
311.2 Notice of Default to Mortgagee or Deed of Trust Holders; Right
toCure...........................................................................................................27
311.3 Failure of Holder to Complete Applicable Developer
Improvements...............................................................................................27
311.4 Right of the City to Cure Mortgage or Deed of Trust Default.................28
312.
Parking Easement Agreement for Project Site No. 3 ............................................28
313.
Covenants Survive Closing......................................................................................29
314.
Treatment of Moneys from Certain Accounts; Termination of
Managementand Operations Agreement...........„..................................................29
400. COVENANTS AND RESTRICTIONS............................................................................... 29
401. Covenant to Develop, Use and Operate the Property in Accordance with
the Land Use Approvals and this Agreement.........................................................29
401.1 Historically Significant Buildings...............................................................29
402. Maintenance and Security Covenants.....................................................................30
403. Nondiscrimination.....................................................................................................30
404. Point of Sale and/or Use...........................................................................................31
405. Effect of Violation of the Terms and Provisions of this Agreement ..................... 31
406. Covenants Survive Closing.......................................................................................32
500. DEFAULTS AND REMEDIES............................................................................................32
501.
Default Remedies......................................................................................................32
502.
Institution of Legal Actions......................................................................................32
503.
Re -entre and Revesting of Title in the City............................................................33
503.1 After the Closing and Prior to Recordation of Construction
Financing.......................................................................................................
33
503.2 After Recordation and Funding of Construction Financing ....................33
504.
Rights and Remedies Are Cumulative....................................................................35
505.
Inaction Not a Waiver of Default.............................................................................35
506.
Applicable Law..........................................................................................................35
50-1.
Covenants Survive Closmg......................................................................................35
600. GENERAL PROVISIONS...................................................................................................35
601. Notices, Demands and Communications Between the Parties..............................35
602. Extension of Times of Performance........................................................................36
603. Non Liability of Officials and Employees of City and Developer .........................36
DOCSOC/ 1706E= 5r23/022363-001
Table of Contents
(Continued)
Page
604.
Relationship Between Cite and Developer..............................................................37
605.
Approvals and Actions.............................................................................................37
606.
Commencement of City Review Period..................................................................37
607.
Successors and Assigns.............................................................................................37
608.
Counterparts.............................................................................................................37
38
609.
Integration.................................................................................................................37
61.0.
Attorneys' Fees..........................................................................................................37
38
61.1.
Administration..........................................................................................................38
612.
Titles and Captions...................................................................................................38
613.
Interpretation............................................................................................................38
614.
No Waiver..................................................................................................................38
615.
Modifications.............................................................................................................38
616.
Severability ................................................................................................................
38
617.
Computation of Time................................................................................................38
618.
Legal Advice..............................................................................................................
38
619.
Time of Essence.........................................................................................................39
620.
Cooperation...............................................................................................................39
621.
Conflicts of Interest...................................................................................................39
622.
Time for Acceptance of Agreement by the City....................................................39
623.
Recordation of Memorandum of Agreement.........................................................39
624.
Covenants Survive Closing......................................................................................39
III
DOCSOC/1706855v23/0223630015
LIST OF EXHIBITS
EXHIBIT A
SITE MAP
EXHIBIT B
LEGAL DESCRIPTION OF PROJECT SITES
EXHIBIT C
SCOPE OF DEVELOPMENT
EXHIBIT D
SCHEDULE OF PERFORMANCE
EXHIBIT E
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT F
GRANT DEED(S)
EXHIBIT G
CONCEPTUAL SITE PLAN AND BASIC CONCEPT DRAWINGS
EXHIBIT H
PARKING EASEMENT AGREEMENT
EXHIBIT I
PUBLIC ACCESS AGREEMENT
EXHIBIT J
RELEASE OF CONSTRUCTION COVENANTS
EXHIBIT K
RIGHT OF ENTRY AGREEMENT
EXHIBIT L
ASSIGNMENT OF CONTRACTS
EXHIBIT M
ASSIGNMENT AND ASSUMPTION OF LEASES
EXHIBIT N
MEMORANDUM OF AGREEMENT
EXHIBIT O
BILL OF SALE
EXHIBIT P
DESIGN REVIEW PROCESS
EXHIBIT Q
HISTORIC COVENANTS
EXHIBIT R
PROMISSORY NOTE
EXHIBIT S
DEED OF TRUST WITH ABSOLUTE ASSIGNMENT OF LEASES
AND RENTS. SECURITY AGREEMENT AND FIXTURE FILING
EXHIBIT T
TERMINATION AGREEMENT
EXHIBIT U
DOWNTOWN PARKING MAP
EXHIBIT V
OPTION AGREEMENT RE ADDITIONAL PARKING FOR
PROJECT SITE NO. I
EXHIBIT W
DECLARATION OF COVENANTS. CONDITIONS AND
RESTRICTIONS
IN,
DOC SOC/l 706855\,23/022363-0025
DISPOSITION AND DEVELOPMENT AGREEMENT
This DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement") dated
for purposes of identification only as of 2016 (the "Date of this Agreement"), is
entered into by and between the CITY OF ANAHEIM, a California municipal corporation and
charter city (the "City"), and LAB HOLDING, LLC, a California limited liability company (the
"Developer").
RECITALS
A. The City owns, or is in the process of acquiring from the Successor Agency and
Anaheim Housing Authority. that certain property shown on the Site Map attached hereto as
Exhibit A and described in the legal description attached hereto as Exhibit B (the "Property"). The
Property is divided into four (4) sites shown as Project Site No. L. Project Site No. 2, Project Site No.
3. and Project Site No. 4 on the Site Map and described individually in the Legal Description.
Project Site No. 1 and Project Site No. 3 are owned by the Successor Agency and Project Site No. 2
and Project Site No. 4 are owned by the Anaheim Housing Authority.
B. The Developer has proposed to construct a project ("Project") on each of the Project
Sites as more particularly described on the Scope of Development attached hereto as Exhibit C
within the timeframes described in the Schedule of Performance attached hereto as Exhibit D.
C. The development and operation of the Projects on the Property as provided in this
Agreement is in the vital and best interest of the City and the welfare of its residents and are in
accordance with the public purposes and provisions of applicable state and local laws. Without
limiting the foregoing. development and operation of the Projects will result in substantial benefits to
the City, which includes job creation and enhanced revenues to the City.
NOW, THEREFORE, the Citv and the Developer hereby agree as follows:
100. INTRODUCTORY PROVISIONS
101. Definitions. Capitalized terms within this Agreement shall have the meanings set
forth below. or if not defined in this Section 101. shall have the meaning ascribed thereto when such
terms are first used herein:
"Acquisition Financing" means equity and debt secured by the Developer in an amount
sufficient to fund the cash portion of the Purchase Price.
"Agreement" means this Disposition and Development Agreement by and between the City
and Developer. including all exhibits.
"ALTA Policies and Endorsements " is defined in Section 203.
"Amendment/Estoppel Costs" is defined in Section 620.
"Applicable" or "Each" with reference to "Developer Improvements," "Project," and/or
"Project Site," refers to the individual "Developer Improvements." "Project" and/or "Project
Site." as applicable.
DOCSOC/17068-55x23/022363-001;
"Assignment and Assumption Agreement" is attached hereto as Exhibit E.
"Assignment and Assumption of Leases" is the document attached hereto as Exhibit M
which assigns to the Developer all of the existing leases in the PackingZ--
District.
"Assignment of Contracts" is the document attached hereto as Exhibit L which assigns to
the Developer all warranties and guarantees in favor of the City provided to the City by vendors
and/or contractors with respect to the real and personal property described in Attachment No. 1
attached to Exhibit I.
"Barrel Building" is located within Project Site No. 3 ) as shown on the Site Map.
"Best of City's Knowledge" means the knowledge of John Woodhead without duty of further
inquiry.
"Best of Developer's Knowledge" means the knowledge of Shaheen Sadeghi without duty of
further inquiry.
"Bill of*Sale" means that certain Bill of Sale attached hereto as Exhibit 0 which conveys all
of the City's right, title and interest in the personal property associated with the Packing House and
Farmers Park on Project Site No. I which personal property is listed as Exhibit I to the Bill of Sale.
"Breach" is defined in Section 501.
"Burns House" is located within Project Site No. 4 as shown on the Site Map.
"CarPark" means those certain parking structures designated as CarPark 2, CarPark 3,
Z�
CarPark 4, CarPark 5, CarPark 6. and CarPark 7 as shown on the Downtown Parking Map.
"Cash Portion of the Purchase Price" is defined in Section 201.1.
"Certificate of Occupancy" means a certificate of occupancy issued lav the City pursuant to
Section 309 of the 1997 Uniform Administration Code or any successor ordinance.
"City,". as defined in the first paragraph hereol", means the City of Anaheim. a California
municipal corporation and charter city.
"City's Conditions Precedent" is defined in Section 205.1.
"City, Manager" means the city designee.
manager or his/her
Z� _-nee.
"Closing" or "Close of Escrow" is defined in Section 201.3 .
"Closing, Date" is the date upon which conveyance of the Property, is consummated in
accordance with Section 201.3 hereof.
"CLTA Policy" is defined in Section 203.
"Compensation Agreements" means those agreements with taxing entities described in
6 --
Health & Safety Code Section 34180(f)(1).
DOCSOC/1706855v23/02236' -0015
"Completion," "Completed" or "Complete(,)" means. with respect to Each Project, the
Completion of construction of the Applicable Developer Improvements as evidenced by a final
Certificate of Occupancy issued by the City. as well as certification by the Project Architect and the
Cite Manager that the Applicable Developer Improvements have been substantially completed in
accordance with the Construction Drawings.
"Conceptual Site Plan and Basic Concept Drawings" are attached hereto as Exhibit G and
generally depicts the proposed Project on Each Project Site.
"Conditions Precedent" means the City's Conditions Precedent and Developer's Conditions
Precedent set forth in Section 205.
"Construction Commencement Date" means the date that is set forth in the Schedule of
Performance as the date upon which the construction of the Applicable Developer Improvements.
pursuant to validly issued building permits. is to commence.
"Construction Drawings" is defined in Exhibit P.
"Construction Financing" means a loan. with respect to Each Project. from a reasonably
qualified institutional lender ("Construction Lender") in an amount which, when aggregated with
equity capital, is sufficient to fund the acquisition of the Property and construction of the Applicable
Developer Improvements corresponding to such Project Site in accordance with this Agreement.
"Construction Lender" is defined within the definition of Construction Financing.
"Conveyance" means the conveyance of the Property to the Developer by Grant Deeds.
"Cooks Chapel" is the event spaceicommon kitchen located within the Packing House as of
the Date of this Agreement.
"Date of this Agreement" means the date of approval of the Agreement by the City.
"Declaration" means a Declaration of Covenants. Conditions and Restrictions which will be
entered into by the parties prior to Closing which Declaration shall address the management.
operation, rules of conduct. security and access rights and other easements. as applicable. with
respect to Each Project Site. The Declaration shall also include the covenants, which covenants shall
remain in effect for not less than the periods set forth therefor within the definition of Surviving
Covenants set forth in this Agreement. Exhibit W is a draft of the Declaration; provided that the
final form of the Declaration is to be agreed to between the parties prior to Closing, to address,
without limitation, those matters set forth in the preceding portion of this definition.
"Deed of Trust with Absolute Assignment o f Leases and Rents, Security Agreement and
Fixture Filing" means the deed of trust in the form attached hereto as Exhibit S securing repayment
of the Promissory Note.
Default" is defined in Section 501.
"Deposit" is defined in Section 201.1.
"Design Development Drawings" is defined in Exhibit P.
DOCSOC1706855N,23/022363-0015
"Design Review Process" is described in Exhibit P attached hereto.
"Developer" means Lab Holding, LLC. a California limited liability company.
"Developer/City Request" is defined in Section 620.
"Developer Improvements" means the specific improvements to be constructed by
Developer for Each Project Site. as more particularly described in the Scope of Development.
"Developer's Conditions Precedent" is defined in Section 205.2.
"DOF Approval" means approval by the California Department of Finance granted to the
Successor Agency with respect to the Long Range Propertv Management Plan permitting the
Successor Agency to convey Project Site No. i. Project Site No. 3. CarParl: 2. CarPark 3. CarPark 4.
CarPark 5. CarPark 6, and Carpark 7 to the Citi.
"Downtown Parking Map" means Exhibit U hereto.
"Due Diligence Date" means thirty (30) days following the Date of this Agreement,
provided that the Due Diligence Date shall be extended for a period of fifteen (15) days if the City
does not provide assurances satisfactory to the Developer with respect to Exceptions that Developer
disapproves pursuant to Section 202 hereof and shall further be extended by the terms of
Section 204.2.
"Each Project Site" means Project Site No. 1, Project Site No. 21, Project Site No. 3 and
Project Site No. 4, respectively.
"Enforced Delay" is defined in Section 602.
"Environmental Law" means the Comprehensive Environmental Response. Compensation
and Liability Act of 1980, as amended (42 U SC §9601 et seq. ), the Hazardous Materials
Transportation Act. as amended (49 USC § 1801 et seq.), the Resource Conservation and Recovery
Act of 1976. as amended (42 USC § 6901 et seq.), the Toxic Substances Control Act (15 USC § 2601
et seq.), the Insecticide, Fungicide. Rodenticide Act (7 USC § 136 et seq.), the Superfund
Amendments and Reauthorization Act (42 USC § 6901 et seq.). the Clean Air Act (42 USC § 7401
et seq.), the Safe Drinking Water Act (42 USC § 300f et seq.). the Solid Waste Disposal Act
(42 USC 6901 et seq.), the Surface Mining Control and Reclamation Act (30 USC § 1201 et seq.),
the Emergency Planning and Community Right to Know Act (42 USC §§ 11001 et seq.). the
Occupational Safety and Health Act (29 USC § 655 and 657). the California Underground Storage of
Hazardous Substances Act (Health and Safety Code § 25280 et seq.), the California Hazardous
Substances Account Act (Health & Safety Code § 25300 et seg.), the Porter -Cologne Water Qualitv
Act (Water Code § 13000 et seq.), together with any amendments of or regulations promulgated
thereunder and any other federal. state, and local laws, statutes. ordinances. or regulations now in
effect that pertain to occupational health or industrial hygiene.
"Escrow" is defined in Section 201.3.
"Escrow Agent" is defined in Section 201.3.
DOCSOC/1 706855v23/022363-001;
"Farmers Park" is located within the Packing District and Project Site No. 1, as shown on
the Site Map.
"Governmental Requirements" means all valid and enforceable laws, ordinances, statutes.
codes, rules, regulations. orders and decrees of the United States. the State. the County, the City or
any other political subdivision in which the Site is located, and of any other political subdivision,
agency or instrumentalitv exercising jurisdiction over the Agency. the Developer or the Site,
including, without limitation. all applicable state labor standards, the City zoning and development
standards. building, plumbing, mechanical and electrical codes.. and all other provisions of the City
Municipal Code, and all applicable disabled and handicapped access requirements. including without
limitation (to the extent applicable), Labor Code Sections 1770 et seq., the Americans With
Disabilities Act, 42 U.S.C. Section 12 10 1. et seq.. Government Code Section 4450. et seq.,
Government Code Section 11135. et seq.. and the Unruh Civil Rights Act, Civil Code Section 51.
et seq.
"Grant Deed(s)" means a grant deed(s) in the form of Exhibit F attached hereto. by which
the City shall convey fee title to Each Project Site to Developer.
"Hazardous Materials" means any toxic substance, material, or waste which is now
regulated by anv local governmental authority. the State of California. or the United States
Government under anv Environmental Law and includes asbestos. petroleum, petroleum products,
polychlorinated biphenyls, urea formaldehyde. radon gas, radioactive matter, and chemicals which
may cause cancer or reproductive toxicity.
"Historic Covenants" is attached hereto as Exhibit
"Holder" is defined in Section 3 i 1.1.
"Indemnify" means indemnify, defend, pay for and hold harmless.
"Indemnitees" means the Cin-. and its representatives. officers. employees and agents.
"Insurance" is defined in Section 306 et seg.
"Insurance Date" is defined in Section 306.
"Land Use Approvals" is defined in Section 303.
"Legal Description" means the legal description of the Project Sites attached hereto as
Exhibit B.
"Liabilities" means liabilities. suits. actions. claims. demands, penalties. damages (including
without limitation, penalties. fines. and monetary sanctions). giving rise to losses, costs or expenses
(including. without limitation. consultants' fees. and reasonable attorneys' fees) of any kind or nature
and for any damages, including damages to property or injuries to person. including accidental death.
(including reasonable attorneys" fees and costs in connection therewith.).
"Loan Balance" means. with respect to any Holder and its mortgage or deed of trust. the
sum of the following amounts: (a) the aggregate unpaid amount (including. but not limited to,
principal, protective advances. interest, including default interest. fees. costs, expenses and late
DOCSOC/; 706855v23/022363-001
charges) owing to the Holder under the loan documents ("Holder Loan Documents") secured by
such Holder's mortgage or deed of trust upon the Site (or any part thereof) immediately prior to the
Revesting of title in City in accordance with this Agreement. whether Ciry exercises such right of
Revesting prior to such Holder's acquisition of Applicable Project Site (or portion thereof) by
foreclosure or deed in lieu of foreclosure, or after completion of a foreclosure under such Holder's
mortgage or deed of trust (or acceptance and recordation of a deed -in -lieu of such foreclosure); plus
(b) all third party costs and expenses reasonably incurred by such Holder (and/or such Holder's
Nominee) under, or in connection with the enforcement of the applicable Holder Loan Documents,
including. without limitation. foreclosure costs and expenses (or deed -in -lieu of foreclosure costs and
expenses) (such costs and expenses to include.. but not be limited to, title charges. default interest,
appraisals. environmental assessments and reasonable attorneys' fees. expenses and late charges):
plus (c) if City commences the exercise of its Revesting after- such Holders (or its Nominee's)
acquisition of the Applicable Project Site or any portion thereof) by foreclosure or deed -in -lieu of
foreclosure. all third party costs and expenses. if any. reasonably incurred by such Holder (and/or
such Holder's Nominee) in connection with tine management and operation of the Applicable Project
Site subsequent to the date upon which a foreclosure under such mortgage or deed of trust is
completed [or such Holder or its Nominee accepts a deed in lieu of foreclosure]; plus (d) all third
party costs and expenses reasonably incurred by such Holder (and/or such Holder's Nominee) in
connection with the construction of Applicable Developer Improvements (including tenant
improvements), restoration. repair and equipping of the Applicable Project Site (or any portion
thereof); plus (e) if Cite commences the exercise of its right of Revesting after such Holder's (or its
Nominee's) acquisition of the Applicable Project Site (or- any portion thereof) by foreclosure or deed -
M -lieu of foreclosure, an amount equal to the interest that would have accrued on the aggregate of the
amounts described above under the Holder- Loan Documents had all such amounts become part of the
debt secured by such Holder's mortgage or deed of trust and had such debt continued in existence
from the date of such foreclosure (or acceptance of a deed -in -lieu of foreclosure) by such Holder or
its Nominee to the date Cin reenters in accordance with this Agreement. (For purposes of this
definition. the City's right to Revest in accordance with this Agreement shall not be deemed to have
occurred prior to the date the Loan Balance is paid to the Holder or its Nominee) in accordance with
the Agreement). Each Holder (or its Nominee) shall provide Cite with its calculations of the Loan
Balance and documents in support thereof within ten (10) days after written demand therefore by the
"Long Range Property Management Plan" is the plan submitted by the Successor Agency
to the DOF for approval which permits disposition of the Project Site No. 1 and Project Site No. 3 to
the City, subject to Compensation Agreements. if required by iaw.
"MAKE Building" is located at 500 South Anaheim Boulevard within Project Site No. l and
the Packing District. as shown on the Site Map.
"Management and Operations Agreement" means that certain agreement dated
November 1. 2010 between the former Anaheim Redevelopment Agency and Packing District. LLC
("Manager"),. an affiliate of Developer. pursuant to which Manager agreed to perform certain
construction. development. and property management services with respect to the certain properties
within the Packing District.
"Memorandum of Agreement" is attached hereto as Exhibit N
6
DOCSOC/1706855v23/022363-001
"Nominee" means with respect to a Holder, a party in control of, under common control
with or controlled by such Holder.
"Notice" is defined in Section 601.
"Official Records" means the official land records of the Office of the Registrar Recorder of
Orange County, California.
"Option Agreement re Additional Parking for Project Site No. I" is attached hereto as
Exhibit V.
"Outside Date" means the day that is the later of the (i) ten (10) business days after the
fulfillment or waiver of all Conditions Precedent. but in no event later than December 31. 2016.
Enforced Delay notwithstanding
"Packard Building" is located within Project Site No. 1. and the Packing District as shown
on the Site Map.
"Packing District" means, collectively. the Packard Building, Farmers Park-, Packing House,
MAKE Building and surrounding property located within Project Site No. 1, as shown on the Site
Map.
"Packing House" means that area located within Project Site No. I and the Packing District,
as delineated on the Site Map.
"Parking Easement Agreement(s) " are the agreements, separately executed with respect to
Project Z-- Z� ect No. I and Project No. 3 ). The Parking Easement Agreement for Project Site No. I shall be in
.
substantially the form attached hereto as Exhibit R. The Parking Easement Agreements) are
without limitation as to the rights of Developer to exercise an option with respect to one hundred
seventy (170) parking spaces within Carpark 2 in accordance with the Option Agreement re
Additional Parking for PrQject Site No. 1. The terms of the Parking Easement Agreement for Project
Site No. 3 are described in Section 312.
"Permitted Transfer" is defined in Section 103.2,
"Phase I Environmental Assessment" means an assessment to identify Recognized
Environmental Concerns defined under ASTM Standards E-1527-00 as the presence or likely
presence of any hazardous substances or petroleum products on a property under conditions that
indicate an existing release, past release, or material threat of a release of any hazardous substance or
petroleum products into structures on the property or into the ground., groundwater', or surface water
of the propertN .
"Phase H Environmental Assessment" means an evaluation of the Recognized
Environmental Concerns identified in the Phase I Environmental Site Assessment for the purpose of
providing sufficient information regarding the nature and extent of contamination.
"Presence" means the presence. release. use. generation, discharge. storage and disposal of
anv Hazardous Materials.
DOCSOC/1 706855N 23/022363-0015
"Project(s)" mean the development use and operation of the Applicable Developer
Improvements on Project Site No. 1, Project Site No. 2, Project Site No. 3. and/or Project Site No. 4.
"Project Architect" means the architect retained by the Developer to prepare the
Construction Drawings and supervise construction of the Projects.
"Project Site No. I" is shown on the Site Map.
"Project Site No. 2" is shown on the Site Map.
"Project Site No. 3" is shown on the Site Map.
"Project Site No. 4" is shown on the Site Map.
"Promissory Note" means the note in the form attached hereto as Exhibit R evidencing the
Developer's obligation to pay the balance of the Purchase Price to the City concurrently with the
earlier to occur of issuance of building permits for the Project on Project Site No. 2 or the recordation
of Construction Financing for the Project on Project Site No. 2.
"Property" means. collectively. Project Site No. 1, Project Site No. 2, Project Site No. 3, and
Project Site No. 4.
"Property Condition" is defined in Section 204.3.
"Public Access Agreement" is an agreement. to be recorded anion; Official Records, which
shall require the Packing House (except Cooks Chapel), Farmers Park, and the Packard Building to
be open to the public free of charge during normal business hours as long as such public use does not
interfere with the business operations of the Packing House: provided that Farmers Park may be
closed, in its entirety, for not more than 60 private events per year and, at am" time, may be subject
to an entre fee for special events open to the general public; provided further that Developer may also
request to limit Public Access for the Packing House, or a portion thereof for special private events
on an occasional basis with the prior written permission of the City Manager, which permission may
be granted or withheld by the Citi Manager acting in his/her sole and absolute discretion.
"Purchase Price" is defined in Section 201.1.
"Recognized Environmental Concerns" means the presence or possible presence of any
hazardous substances or petroleum products on the Property and/or Each Project Site under
conditions that indicate an existing or possible release, a. past release, or a material threat of a release
of anv hazardous substances or petroleum products into structures on the Property and/or Each
Project Site or into the ground. ground water. or surface water of the Property and/or Each Project
Site. The term is not intended to include de mininais conditions that generally do not present a threat
to human health or the environment and that generally would not be the subject of an enforcement
action if brought to the attention of appropriate governmental agencies. Conditions determined to be
de mininis are not Recognized Environmental Conditions.
"Release of Construction Covenants" means
satisfactory Completion of the Applicable Developer
Project Site No. 1, Project Site No. 2, Project Site T
Section 310. in the form of Exhibit 3 attached hereto.
DOCSOC/1706355v23/022363-001
the document which evidences Developer's
improvements, or a part thereof (namely,
o. 3 or Project Site No. 4), as set forth in
It is contemplated that a separate Release of
Construction Covenants will be made available as to each Project Site upon satisfaction of the
conditions precedent to the issuance of such Release.
"Revest" or "Revesting" means revesting. recovering or returning title to the Property or
Project Sites to the City.
"Right of Entre" means those rights provided by the Right of Entry Agreement.
"Right of Entry Agreement" means Exhibit K.
"Schedule of Performance" means Exhibit D hereto. The Schedule of Performance sets out
the dates and/or time periods by which certain obligations set forth in this Agreement must be
accomplished. The Schedule of Performance is subject to revision from time to time due to the
application of Section 602 hereof and as mutually agreed upon in writing between Developer and the
City Manager. and the Citv Mana-er is authorized to make such revisions as he deems reasonably
necessary.
"Scope of Development" means Exhibit C, which describes the scope, amount and qualit<,,
of development of the Developer Improvements to be Completed by Developer on Each Project Site.
"Site Map" means the map of the Property and Each Project Site is attached hereto as
Exhibit A.
"State" means the State of California.
"Successor Agenev" means the entity established pursuant to Health & Safety Code
Sections 34170 et seq. as the successor to the Anaheim Redevelopment Agency.
"Surviving Covenants" means the covenants, obligations and promises of Developer
hereunden including without limitation the covenants. obligations and promises set forth in
Section 103?. 103.3. 103.4, 204.3, 204.4, 304 through 309_ inclusive, 311.4- 312, 400.. 401, 5031.
603. 604. and 624. The Surviving Covenants shall survive the Closing, run with the land and be
binding upon heirs, successors and assigns of Developer. The Covenants contained in Sections 103.
401. and the Declaration shall remain in effect in accordance with their respective terms. The
Covenants contained in Sections 2043, 204.4. 307, 309, 401.1_. 402, 403. and 603 shall remain in
effect in perpetuity.
"Termination Agreement" means that certain agreement attached hereto as Exhibit T which,
upon exercise thereof in conformity with this Agreement_. will terminate the Management and
Operations Agreement as to Project Site No. 1.
"Title Companp" is defined in Section 202 hereof.
"Title Polices" means the CLIA Policy, the CAN, Loan Policy, and the ALTA Policies and
Endorsements is defined in Section 203 hereof.
"Title Report" is defined in Section 202.
"Transfer" means any total or partial sale. transfer. conveyance, assignment, subdivision,
financing, refinancing, lease or sublease.
9
DOCSOC/; 706855v23/02236,-0015
"Transferee" means a voluntary or involuntary successor in interest to the Developer
102. Representations, Warranties and Covenants.
102.1 City Representations Warranties and Covenants. The City hereby makes
the representations, warranties and covenants contained below in this Section 102.1. All of the
representations and warranties set forth in this Section 102.1 are effective as of the Date of this
Agreement, are true in all material respects as of the Date of this Agreement. and shall be true in all
material respects as of the Closing Date, and each shall survive the execution of this Agreement
without limitation as to time.
(a) The City is a California municipal corporation and charter city. The
execution and delivery of this Agreement bN the City has been fully authorized by all requisite
actions.
(b) To the Best of Cirv's Knowledge, the City's execution and delivery of
this Agreement does not violate any applicable laws, regulations, or rules nor to the Best of City's
Knowledge after due inquiry. will it constitute a breach or default under anv contract, agreement. or
instrument to which the City is a party, or any judicial or regulatory decree or order to which the City
is a party or by which it is bound; provided however that while City believes this Agreement to be
enforceable in accordance with its terms. City makes no representations or warranties regarding the
enforceability hereof.
(c) The City has not made an assignment for benefit of creditors, filed a
petition in bankruptcy, been adjudicated insolvent or bankrupt, petitioned a court for the appointment
of any receiver of or trustee for it or anv substantial part of its property, or commenced any
proceeding- relating to the City under anv reorganization. arranL=ement. readjustment of debt.
dissolution, or liquidation law or statute of anv jurisdiction. whether now or later in effect. There has
not been commenced nor is there pending against the City any proceeding of the nature described in
the first sentence of this subsection (c). No order for relief has been entered with respect to the Cite
under the Federal Bankruptcy Code.
(d) All documents. instruments and other information delivered by the
City to Developer pursuant to this Agreement, other- than documents. instruments and other
information received by Cite from third parties_. are. to the Best of City's Knowledge, true. accurate.
correct and complete in all material respects.
(e) The Cln has taken all legally required actions. and no further consent.
approval. or authorization of any third person is required with respect to the City's execution
delivery, and performance of this Agreement. other than consents, approvals.. and authorizations
which have already, been unconditionally given.
(f) The City is not a "foreign person" within the parameters of Foreign
Investors in U.S. Real Property Tax Act ("FIRPTA"). or is exempt from the provisions of FIRPTA.
or the City has complied and will comply with all the requirements under- FIRPTA.
(g) To the Best of Citv's knowiedge. (a) there are no actions.
investigations, suits, or proceedings pending or overtly threatened that affect the Property, (b) there
are no judgments, orders, awards. or decrees currently in effect against Seller with respect to the
1 Ci
DOC�OC/:7068-�5\ 23/022363-00'.
Property , and (c) there are no pending or threatened claims that the Property is in material violation
of anv law or ordinance.
(h) to the Best of City's knowledge. there are no pending proceedings to
alter or restrict the zoning or other use restrictions applicable to the Property. to condemn all or any
portion of the Property by eminent domain proceedings or otherwise, or to institute a moratorium or
similar restriction on building on or issuing certificates of occupancy for construction on the
Property.
(1) to the Best of City's knowledge. there is no pending or threatened
action by the City precluding or inhibiting (a) issuance of building permits with respect to the
Property: (b) issuance of certificates of occupancy for residences on the Property, or (c) issuance of
water. sewer. or other utility connection permits affecting the development of the Property
(j) until the Closing Date and thereafter. the City shall. upon learning of
anv fact or condition which would cause any of the warranties and representations in this
Section 102.1 not to be true as of the Ciosing Date, give written notice of such fact or condition to
Developer as soon as is reasonably practicable.
Each of the foregoing items (a) through (k), inclusive shall be deemed to be
ongoing representations, warranties and covenants.
102.2 Developer's Representations, Warranties and Covenants. Developer
hereby makes the representations, warranties and covenants contained below in this Section 102.2.
All of the representations and warranties set forth in this Section 102.2 are effective as of the Date of
this Agreement. are true in all material respects as of the Date of this Agreement. and shall be true in
all material respects as of the Closing Date, and each shall survive the execution of this Agreement
without limitation as to time.
(a) Developer is a duly organized California limited liability company
and in good standing under the laws of the State of California and is authorized to cam on its
business in California as such business is now conducted and to own and operate its properties and
assets now owned and being operated by it. and as set forth in and anticipated by this Agreement.
Developer has full right, power and lawful authority to enter into this Agreement and the execution
and delivery of this Agreement by Developer has been fully_ authorized by all requisite actions on the
part of Developer. Developer has provided the City with true and correct copies of documentation
reasonably acceptable to the City Manager designating the part authorized to execute this
Agreement on behalf of Developer.
(b) Developer's execution. deliver, and performance of its obligations
under this Agreement will not violate any applicable laws. regulations. or rules nor to the Best of
Developer's Knowledge after due inquiry. will it constitute a breach or default under anv contract.
agreement, or instrument to which Developer- is a party. or any judicial or regulatory decree or order
to which Developer is a party or by which it is bound.
(c) Developer has not made an assignment for the benefit of creditors.
filed a petition in bankruptcy. been adjudicated insolvent or bankrupt, petitioned a court for the
appointment of any receiver of or trustee for it or an), substantial part of its property. or commenced
anv proceeding relating to Developer under any reorganization, arrangement. readjustment of debt.
DOCSOC/170685w213/022363 001
dissolution. or liquidation law or statute of any jurisdiction. whether now or later in effect. There has
not been commenced nor is there pending against Developer any proceeding of the nature described
in the first sentence of this subsection (c;. No order for relief has been entered with respect to
Developer under the Federal Bankruptcy Code.
(d) All documents. instruments. and other information delivered by
Developer to the City pursuant to this Agreement are, to the best of Developer's knowledge. true.
accurate, correct and complete in all material respects.
(e) This Agreement and all documents to be delivered by Developer
pursuant to this Agreement. when executed by Developer and delivered, shall constitute the legat.
valid and binding obligation of Developer. The Developer has taken all legally required actions. and
no further consent, approval. or authorization of any third person is required with respect to the
Developer's execution delivery. and performance of this Agreement, other than consents.. approvals,
and authorizations which have alreadv been unconditionally Given.
(f) until the Closing Date and thereafter. Developer shalt, upon learning
of any fact or condition which would cause any of the warranties and representations in this
Section 102.2 not to be true as of the CiosinQ Date, immediately Give written notice of such fact or
conditions to the City.
Each of the foregoing items (a) to (f). inclusive shall be deemed to be ongoing
representations. warranties and covenants.
102.3 Citi- and Developer Representation Re Authority- and Enforceability-.
City and Developer hereby covenant. represent and warrant to each other that neither will assert the
lack of autihority or enforceability of this Asireement a�Lainst the other.
103. Transfers of Interest in Property- or Agreement.
103.1 Prohibition Against Transfer Prior to Release of Construction
Covenants. The qualifications and identity of Developer are of particular concern to the City. It is
because of those qualifications and identit- that the Cit-\ has entered into this Agreement with
Developer. Except as expressly set forth in Section 103.2 below, for the period commencing upon
the Date of this Agreement and continuing until the issuance of the Release of Construction
Covenants. no Transferee shall acquire any rights or powers under this Agreement, nor shall
Developer make any Transfer of the Property or anv part. or anv of the Applicable Developer
Improvements without the prior written approval of the Cl"-. which approval may be granted or
withheld in the sole and absolute discretion of the Cite. Following the issuance of the Release of
Construction Covenants. anv Transfer shall be Governed by Section 103.3.
103.2 Permitted Transfers. Notwithstanding any other provision of this
Agreement to the contrar) . both before and after the issuance of the Release of Construction
Covenants as to Applicable Developer Improvements on a particular Proiect Site. the City approval
of an assignment of this Agreement or Conveyance of the Property, shall not be required in
connection with anv of the following (each of which shall be "Permitted Transfer"):
(a) The conveyance or dedication of any portion of the Propem_ to the
City. or other appropriate governmental agency. for the purpose of the granting of easements. permits
12
DOCSOC/ i 706855N,23/02_363-00?
or similar rights to facilitate construction. use and/or operation of the Applicable Developer
Improvements.
(b) Any Transfer for Construction Financing purposes of the
corresponding Project Site. including the grant of a deed of trust to secure the funds necessary for
land acquisition. construction and permanent financing of the Applicable Developer Improvements.
as applicable
(c) Any Transfer of the corresponding Project Site to an entity in which
Developer or an entity controlled by, under the control of or in common control with Developer (a)
retains operational control over the management, development and construction of the Applicable
Developer Improvements. and (b) retains a direct or indirect equity interest in profit and losses in the
Project.
(d) Any Transfer of the corresponding Project Site to a Hoider, or its
Nominee by foreclosure or deed in lieu of foreclosure, or to a third party purchaser at a foreclosure
sale or after foreclosure by the Holder or its Nominee.
(e) Any Transfer of the corresponding Project Site to a lessee or
sublessee of a portion of the Property that is incidental to the primary purpose of the Applicable
Developer Improvements provided such lessee or sublessee is consistent with the overall use and
purpose of the Development Improvements.
For purposes of this Agreement, Developer shall have the right to make a Permitted Transfer
with respect to Each Project Site in conformity with the terms and conditions described above. but
not portions of any Project Site. The requirement that the Project Site shall be held as one unit and
not divided shall be included in the Covenants and the Declaration.
103.3 Citi- Consideration of requested Transfer After Release of Construction
Covenants. The Developer shall have the right. following issuance of a Release of Construction
Covenants to Transfer of a Project Site following completion of the Applicable Developer
Improvements on such Project Site (including any applicable offsites which are conditions of
development approval) subject to the provisions of this Section 103.3. In such event, Developer shall
deliver written Notice to City requesting such approval which Notice shall be accompanied by
sufficient evidence regarding the proposed Transferee's financial resources and development and
operational qualifications and experience.. in sufficient detail to enable the City to evaluate the
proposed Transferee pursuant to the criteria set forth hereinbelow. The City shall evaluate each
proposed Transferee on the basis of its qualifications and experience, and its financial commitments
and resources. City may not disapprove any proposed Transferee that demonstrates. to the
reasonable satisfaction of the Cite, that (i) the transferee/asslgliee or its guarantor has a net worth
sufficient to provide the prerequisite equity and access to debt offered by an institutional commercial
real estate lender so as to permit the financing of the acquisition and operation of the Project and (ii)
transferee/assignee and/or its contract manager or the individual within the contract management
entity responsible for management of the Project constructed on the corresponding Project Site has
experience in operating the Applicable Project Site. The provisions of this Section 103.3 shall
terminate with respect to Project Site No. 1 on the twentieth \?Othl anniversary date of the Closing.
and. with respect to the Project Site No. _. Project Site No. 3 and Project Site No. 4. on the fifth (5th)
anniversary date of Completion of the Applicable Project corresponding to such Project Site.
13
DO:.'SOC/1706855e23/022363-002
103.4 Assignment and Assumption Agreement. An executed Assignment and
Assumption Agreement (or a document effecting a. Transfer that includes the substantive provisions
of the Assignment and Assumption Agreement) shall also be required for all proposed Transfers.
with respect to the portion of the Property so transiarred whether or not City's consent is required to
a Transferee who has an obligation to construct and. with respect to Project Site No. 1 and Project
Site No. 3. operate all or any portion of the Applicable Developer Improvements.
103.5 City Action Re Requested Transfer. Within thirty (30) days after the
receipt of a written Notice requesting City approval of a Transfer pursuant to Section 103.3, the City
shall either approve or disapprove such proposed assignment or shall respond in writing by stating
what further information, if any. the Cit-\1 requires in order to determine the request complete and
determine whether or not to grant the requested approval. Upon receipt of such a response,
Developer shall promptly furnish to the City such further information as may be reasonably
requested.
103.6 Project Sites Not Severable. Notwithstanding anything herein to the
contran Developer shall not sell portions of any Project Site after Completion of Each Project, in
perpetuity: provided, however that this restriction shall not apply if and to the extent any of the
Project Sites are developed and marketed as residential condominium projects.
103.7 Covenants Survive Closing. Notwithstanding anything to the contrary set
forth in this Agreement. the provisions set forth in this Section 103. er seq. as well as the remaining
Surviving Covenants shall survive the Closing.
200. DISPOSITION OF THE PROPERTY
201. Conveyance of the Property to Developer. Subject to the satisfaction of the
Conditions Precedent set forth hereinbelow. on or before the date set forth in the Schedule of
Performance. but in no event later than the Outside Date, the Citi shall cause the conveyance of the
Property and the grant of the Option agreement re Additional Parking for Project Site No. 1 to
Developer ("Conveyance") in the condition described in Sections 201.2 and 204.3 and the Scope of
Development in consideration for compliance with the terms and conditions of this Agreement and
Developer shall accept Conveyance in accordance with the terrns of this Section 201.
201.1 Consideration for the Conveyance of the Property. The consideration for
the Conveyance will be Ten Million One Hundred Thousand Dollars ($10,100.000) payable Seven
Million, Six Hundred Thousand Dollars ($?.600.0001 (the "Cash Portion of the Purchase Price") at
the Closing with the balance of Two Million. Five Hundred Thousand Dollars ($2.00.000)
evidenced by the Promissory Note (the "Purchase Price"). the repayment of which will be secured by
the Purchase Money Deed of Trust against Project Site No. 2 (the "Purchase Price") plus Developer's
construction and operation of the Project in accordance with this Agreement. and its promise to
otherwise be bound by the Surviving Covenants and the Declaration. The parties acknowledge that
the Purchase Price is based on fair market value appraisals. Developer has deposited with the City
the sum of One Hundred Thousand Dollars ($100,000) (the "Deposit") of which Deposit the City
shall retain for its own purposes. to pay for costs incurred by Citi in connection with the
implementation of the Agreement: except in the event (i) Developer acquires the Property pursuant to
this Agreement. in which case upon the Closing the Deposit will be applied to the Purchase Price. (ii)
failure to close as a result of City's Default or failure of the Conditions described in Section 205.2 or
14
DOCSOC/1706855v°23/022363-0015
(iii) Developer terminates this Agreement pursuant to Section 202 or 204.2 in which case the City
shall return the unspent portion of the Deposit to Developer.
204.2 Condition of Property. EXCEPT AS SET FORTH IN SECTION 204
HEREOF. DEVELOPER HAS AGREED TO ACCEPT POSSESSION OF THE PROPERTY ON
THE CLOSING DATE ON AN "AS IS" BASIS. CITY" AND DEVELOPER AGREE THAT THE
PROPERTY SHALL BE SOLD "AS IS, WHERE IS, WITH ALL FAULTS" WITH NO RIGHT OF
SET OFF OR REDUCTION IN CONSIDERATION. AND, EXCEPT AS SET FORTH IN
SECTIONS 102.1 AND 204 HEREOF, SUCH SALE SHALL BE WITHOUT REPRESENTATION
OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING WITHOUT
LIMITATION. WARRANTY OF INCOME. POTENTIAL. OPERATING EXPENSES. USES_
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND SELLER
DISCLAIMS AND RENOUNCES ANY SUCH REPRESENTATION OR WARRANTY.
201.3 Opening and Close of Escrow. The Conveyance of the Property shall be
consummated ("Closing" or "Close of Escrow") on the date ("Closing Date") set forth in the
Schedule of Performance, but in no event later than the Outside Date or such other date as agreed to
by the parties in writing, each acting in their sole and absolute discretion, through an escrow (the
"Escrow") established at First American Title or another escrow company mutually agreeable to the
parties (the "Escrow Agent") which Escrow shall be opened within ten (10) days following the Date
of this Agreement. Escrow Agent is hereby authorized to effect the Closing upon satisfaction of the
Conditions to Closing set forth in Section 205 by taking the following actions:
(a) Current real property taxes, personal property taxes, and installments
of assessments and all items of income (if any) and expense regarding the Property shall be prorated
as of the Closing.
(b) Concurrenth- with the Closing of Escrow. Escrow Agent shall cause
the Title Company to issue the Title Policy, as described in Section 203.
(e) Escrov, Agent shall pay and charge: (i) Developer for the following:
(aa) the Cash Portion of the Purchase Price. (bb) the recording cost of the Grant Deed and other
closing documents, (cc) the premium for the City Loan Policy, (dd) the additional premium for the
ALTA Policies and Endorsements (as hereinafter defined), if any, (ee) half of the escrow fees
charged by the Escrow Agent. (ff) Developer's share of proration: and (ii) Cite for the following (aa)
one-half of escrow fees, (bb) City's share of prorations, and (cc) the cost of the CLTA Policy.
(d) Escrow Agent shall record, in the following order, the following
documents:
(i)
The Grant Deed:
(ii)
The Declaration.
(iii)
Purchase Money Deed of Trust.
(iv)
The Memorandum of Agreement;
(v)
Public Access Easement:
l�
DOCSOC/1706855v23/022363-001
(vi) Parking Easement Agreement (Project Site No. 1);
(vii) Historic Covenants.
(viii) Option Agreement re Additional Parking for Project Site
No. 1: and
(ix) Bill of Sale.
all duly executed and acknowledged by the appropriate party.
201.4 Submittal of Documents.
(a) At least two (2) days prior to the Close of Escrow, Developer shall
execute and submit to Escrow Agent the following:
(i) The original certificate of acceptance of the Grant Deed duly
executed by Developer and acknowledged.
(ii) The Deed of Trust:
(iii) Two (2) originals of the Declaration. Memorandum of
Agreement. Public Access Easement, and Parking Easement Agreement duly executed by Developer
and acknowledged.
(iv) The original Executed Promissory Note.
(v) Two (2) originals of the Termination Agreement duly
executed by Packing District. LLC. the Manager under the Management and Operation Agreement.
(vi) Any documents to be recorded as part of Developer's
financing of the Project. along with a request for notice of default executed by the City.
(b) At least two (2) days prior to the Close of Escrow, City shall execute
and deliver to Escrow the following:
acknowledged:
(i) The original Grant Deeds duly executed by City and
(ii) Two (2) originals of the Declaration, Memorandum of
Agreement. Public Access Easement, Parking Easement Agreement. Historic Covenants, Bill of Sale.
and Assignment of Contracts. Assignment and Assumption of Leases and the Termination
Agreement duh, executed by Cite and. if applicable.. acknowledged: and
No. 1.
(iii) Option Agreement re Additional Parking for Project Sit,-
201.5
ite
201.5 Post -Closing Deliveries by Escrow.
16
DOCS I),-/] 706855e23/022363-001�
(a) After the Close of Escrow. the Developer shall be delivered the
following documents:
(i) This Agreement and the Grant Deeds duly executed by the
appropriate party or parties and recorded among in the Official Records.
(ii) A non -foreign affidavit in a form reasonably acceptable to
Developer.
documents:
Agreement.
(iii) A conformed copy of the Declaration.
(iv) A confonned copy of the Memorandum of Agreement.
(v} A conformed copy of the Public Access Easement.
(vi) A conformed copy of the Parking Easement Agreement.
(vii) A conformed copy of the Bill of Sale.
(viii) A conformed copy of the Historic Covenants.
(ix) The Assignment of Contracts.
(x) The Assignment and Assumption of Leases.
(xi) The Termination Agreement.
(b) After the Close of Escrom. City shall be delivered the following
(i) The Purchase Price by wire transfer.
(ii) A conformed copy of the recorded Grant Deeds and this
(iii) The recorded original of the Purchase Money Deed of Trust.
(iv) The Promissory Note.
(v) The recorded original of the Declaration.
(vi) The recorded original of the Memorandum of Agreement.
(vii) A conformed copy of the Public Access Easement.
(viii) A conformed copy of the Parking Easement Agreement.
(ix) A conformed copy of the Bill of Sale.
(x) A conformed copy of the Historic Covenants.
17
DOCSOC!1706855� 23/02236'-001
(xi) The recorded original of the request for notice of default.
(xii) The Termination Agreement.
(c) At Close of Escrow. the Cite and Developer shall each execute
counterpart closing statements in customar. form together with such other documents as are
reasonably necessary to consummate the Ciosing.
201.6 Payment of Escrow Costs. At Close of Escrow. both parties shall pay their
respective costs by wire transfer, or by cashier's check drawn on a bank reasonably acceptable to the
Escrow Agent. In the event of termination of this Agreement prior to the Close of Escrow due to
failure of a condition set forth in Section 205. tite parties shall each be responsible for one-half of any
Escrow cancellation costs. In the case of termination prior to the Close of Escrow due to a Default
by one of the parties hereto, such defaulting pam, shall pay one hundred percent (100°ro) of all
Escrow Cancellation Costs.
201.7 Termination Agreement. The Termination Agreement shall become
effective upon the Closing. The parties shall account for prorations and amounts due outside of
Escrow.
202. Review of Title. As of the Date of this Agreement, City shall cause First American
Title Company of California. or another title company mutually agreeable to both parties (the "Title
Company'), to deliver to Developer a preliminary title report (the "Title Report") with respect to
the Property, together with legible copies of all documents underlying the exceptions ("Exceptions")
set forth in the Title Report, along with an ALTA survey prepared by a California licensed surveyor
under contract with and paid for by Developer ("ALTA Survey"). Developer shall have thirrt, (30 )
days from its receipt of the Title Report. the Exceptions and ALTA Survey within which to give
written notice to Cin of Developer's approval or disapproval of any of such Exceptions. No deeds
of trust, mortgages or other liens, except for the lien of property taxes and assessments not yet due.
shall be approved Exceptions. If Developer notifies City of its disapproval of any Exceptions in the
Title Report or ALTA Survey, City shall have thirty (30) days from City's receipt of such
notification to advise Developer that it will use commercially reasonable efforts or provide
assurances satisfactory to Developer that such Exception(s) will be removed on or before the
Closing. If City does not provide assurances satisfactory to the Developer that such Exception(s)
will be removed on or before the Closing. Developer shall have fifteen (15) days after the expiration
of such fifteen (15) day period to either give the City written notice that Developer elects to proceed
with the purchase of the Property. or any individual Project Site. subject to the disapproved
Exceptions and conditions set forth in the ALTA Survey and conditioned upon the issuance of any
endorsements necessary to render title acceptable to Developer). or to give the City written notice
that the Developer elects to terminate this Agreement with respect to the Property, the City and
Developer shall each be responsible for one-half of any Escrow cancellation charges and neither
Developer nor City shall have anti further rights or obligations hereunder with respect to the
property. or any individual Project Site, except as set forth in Section 307. The Developer shall have
the right to approve or disapprove any Exceptions reported by the Title Company or conditions set
forth on the ALTA Survey after Developer has approved the condition of title for the Propem in
accordance with this Section 202. The foregoing periods of time shall be reasonably extended if any
updates in the Title Report are provided to Developer after Developer approval of the Exceptions.
City shall not voluntarily create any new exceptions to title following the Date of this Agreement,
except for the recordation of documents in connection with the Closing as required herein. The
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DOCSOC/t 706855v23/022363-001
Developer shall assume all non -delinquent assessments and taxes not specifically disapproved as
provided herein.
203. Title Policies. At the Closing. the Title Company, as insurer, shall issue in favor of
Developer, as insured, a separate CLTA owner's standard coverage policy or policies of title
insurance with endorsements. if any, as mai: be required in Section 202 hereof with liability in an
amount equal to the allocated Purchase Price for each Project Site ("CLTA Policy"). or, at
Developer's option and expense (including without limitation the excess premium for an ALTA
extended policy over the cost of a CLTA policy, plus the cost on an ALTA survey, an ALTA
extended policy of title insurance and/or lender's policy of title insurance -with any endorsements
and/or increased coverage amounts requested by Developer or its lender ("ALTA Policies and
Endorsements") (collectively. the "Title Policies,), subject to the following:
(a) All nondeliinquent general and special real property taxes and
assessments for the current fiscal vear; and
(b) If a CLTA policy is issued. the standard printed conditions and
exceptions contained in the CLTA standard owner's policy of title insurance regularly issued by the
Title Company.
(c) The provisions of this Agreement, the Grant Deed, the Declaration,
the Public Access Easement, the Parking Easement Agreement, and the Bill of Sale.
(d} Any Exceptions to title approved by Developer pursuant to
Section 202.
The Title Policies shall be combined with a policy insuring the personal property (Eagle 9
policy from the Title Company) with tie-in endorsements to cover the full insurable. cost of the
Project paid for by Developer. The Title Policies shall accord priority to instruments enumerated in
Section 201.3(d) of this Agreement consistent with the order for recording as therein set forth.
The Title Company. as insurer, shall issue in favor of City. as insured, an ALTA lender's
Policy of title insurance as to the Purchase Money Deed of trust with liability in the original principal
amount of the Promissory Note, which shall insure the Purchase Money Deed of Trust in a first
position subject only to (i) all nondelinquent general and special taxes and assessments for the
current fiscal vear, and (ii) such additional matters as shall be approved in writing by the City
Manager or his designee ("City Loan Policy")
204. Studies, Reports.
204.1 Delivery of Property Documents. Prior to the Date of this Agreement. City
has provided Developer with all information in City` s possession with respect to the environmental
and physical condition of the Property and all contracts and other documents relating thereto.
204.2 Property Investigation. Representatives of the Developer and any
prospective users. following execution of the Right of Entry Agreement.. shall have the right of
access to the Property for the purpose of making necessary or appropriate inspections, including
geological. soils and/or additional environmental assessments. If Developer determines that there are
anv Recognized Environmental Concerns in. on, under or about anv Proiect Site. including the
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DOCSOC/ i 706855v23/022363-001
groundwater. or that the Property is or may be in violation of any Environmental Law, or that the
condition of the Property is otherwise unacceptable to Developer. then the Developer shall notify the
City and Escrow Holder prior to the Due Diligence Date. City and Developer shall thereafter have
twenty (20) days to negotiate an agreement with respect to remediation of the Property. I£ at the end
of such twenty (20) day period, Developer and City have not come to an agreement with respect to
remediation of the property, Developer shall. within three (3) days thereafter notify Cit, of whether it
elects to go forward with the acquisition of the property and pay all remediation costs, or whether it
elects to terminate this Agreement with respect to the Project. in which event the Developer and City
shall each be responsible for one-half of any Escrow cancellation charges and neither Developer nor
Cite shall have any further rights or obligations hereunder except as set forth in Section 307.
204.3 As -Is Environmental Condition. Subject to the terms of this Agreement. if
the Developer elects to proceed with Close of Escrow, the Property shall be conveyed to the
Developer in an "as is" environmental condition. with no warrann', express or implied by the City. as
to the condition of the Property. the soil. its geology. the Presence of known or unknown faults, the
suitability of soils for the intended purposes or the presence of known or unknown Hazardous
Materials or toxic substances ("Property Condition").
204.4 Indemnities and Releases Re Hazardous Materials.
(a) Developer Indemnity re Hazardous Materials. Developer shall
Indemnify the Indemnitees from and against all Liabilities arising from, related in any respect to. or
as a result of (i) the Presence of Hazardous Materials on the Property which Presence first occurred
after the Date of this Agreement. and (ii) the Presence of Hazardous Materials on the Property. which
Hazardous Materials were not Hazardous Materials at the Date of this Agreement, but became
Hazardous Materials after the Date of this Agreement as a result of an amendment to. or
interpretation of, the Environmental Law, provided. that none of the same were directly and
proximately_ caused by City or any of its agents. employees or contractors. City shall cooperate with
Developer to ensure that City has assigned to Developer any and all rights that City acquired in its
acquisition of the Property or any portion thereof to permit Developer's prosecution of claims against
any third parties who are potentially responsible for such Hazardous Materials.
(b) Developer Release. Developer agrees to and hereby shall release the
Indemnitees from and against all Liabilities arising from. related in any respect to, or as a result of (i)
the Presence of Hazardous Materials on the Propem, that first existed on the Property as of the Date
of this Agreement. but were discovered after the Date of this Agreement, and (ii) the Presence of
Hazardous Materials on the Property, which Hazardous Materials were not identified and/or defined
as such under the Environmental Laws as of the Date of this Agreement but became Hazardous
Materials after the Date of this Agreement as a result an amendment to. or interpretation of the
Environmental Law. Notwithstanding the foregoing. Developer is not releasing anv person or entit,
other than the Indemnitees.
(c) Notwithstanding anything to the contrary set forth in this Agreement.
provisions of this Section 204 shall survive the Closing.
205. Conditions to Closing. The Closing is conditioned upon the satisfaction of the
following terms and conditions, which the parties shall exercise their best efforts to satisA,. within the
times designated below:
20
nocsoC1,7061'55,23/022363 001
205.1 City's Conditions Precedent. City's obligation to proceed with the Closing
is subject to the fulfillment or waiver in writing by City of each and all of the conditions precedent
(a) through (j), inclusive. described below ;'`:'iii -'z Conditions Precedent"). which are solely for the
benefit of City. and which shall be fulfilled or waived by the time periods provided for herein:
(a) No Default. Prior to the Close of Escrow. Developer shall not be in
Default in any of its obligations under the terms of this Agreement.
(b) Declaration: Public Access Agreement. The Declaration and the
Public Access Agreement shall have been finalized by the parties hereto and shall be ready for
recordation among Official Records.
(c) Execution of Documents. The Developer shall have executed any
documents required hereunder and delivered such documents into Escro'A .
(d) Pavment of Funds. Prior to the Close of Escrow. Developer shall
have paid the Purchase Price and all required costs of Closing into Escrow in accordance with
Section 201.5 hereof.
(e) Delivery of Moneys from Accounts. Developer shall have arranged
for the transfer to City, concurrent with the Ciosing. of all moneys held in bans: accounts established
by Manager under the Management and Operations Agreement.
(f) Insurance. The Developer shall have provided proof of insurance as
required by Section 306 hereof.
(g) Declaration. The parties shall have mutually agreed upon the terms of
the Declaration and the same shall be ready for recordation concurrently with the Close of Escrow.
(h) Acquisition of the Property. The City has acquired the Propem .
(i) DOF Approval. DOF Approval has been achieved.
(j) Compensation Agreements. Ciry shall have entered into
Compensation Agreements with affected taxing entities.
205.2 Developer's Conditions Precedent. Developer's obligation to proceed with
the Closing is subject to the fulfillment or waiver by Developer of each and all of the conditions
precedent (a) through (1:), inclusive. described below ("Developer's Conditions Precedent"). which
are solely for the benefit of Developer. and which shall be fulfilled or waived by the time periods
provided for herein:
(a) No Default. Prior to the Close of Escrow. City shall not be in default
in any of its obligations under the terms of this Agreement.
(b) Execution of Documents. The Cin, shall have executed the Grant
Deeds and any other documents required hereunder and delivered such documents into Escrom .
(c) Review and Approval of Title. Developer shall have reviewed and
approved the condition of title of the Property. as provided in Section 202 hereof.
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DOCSOr/1706555,, 23/002363-001
(d) Propertv Condition. Developer shall have determined, in its sole and
absolute discretion. and advised City- in writin« that the Property- Condition is satisfactory in
accordance with Section 204 hereof.
(e) Title Police. The Title Company shall. upon payment of Title
Company's regularl-y scheduled premium. have agreed to provide to the Developer the Title Policy
for the each of the Project Sites upon the Close of Escrow, in accordance with Section 20') hereof.
(f) Acauisition of the Property. The City has acquired the Property.
(g) DOF Approval. DOF Approval has been achieved.
(h) Declaration. The parties shall have mutually agreed upon the terms of
the Declaration and the same shall be ready for recordation concurrently with the Close of Escrow.
(i) Compensation Agreements. City shall have entered into
Compensation Agreements with affected taxing entities.
(j) Acquisition Financing. Developer has secured Acquisition Financing.
(k) Tenants and Others Claiming a Right of Possession. Except as to 559
South Anaheim Boulevard. the Property shall be free and clear of tenants and/or any other person or
entity claiming a right to occupancy of any portion of the Property.
206. Relocation Obligations of Cite. 559 South Anaheim Boulevard is subject to a
month to month lease. City has provided the tenant with a lease termination notice on June 12. 2015,
which included a ninety (90) day notice to relocate. in the event that Escrow is in a position to close
prior to the time that the tenant has vacated. then. in such event. Developer shall take the Property
subject to the lease; provided. however, that the City shall cause the relocation of the tenant within
one hundred eighty (180) days foliowing Closing and shall defend. indemnifi, and hold Developer
harmless with respect to such relocation. In the event that the Closing occurs prior to the relocation
of the tenant then Developer shall be entitled to receive all rent under the lease. prorated as of the
date of Closing. City hereby represents and warrants that there are no common area maintenance
charges. fees, assessments, prepaid expenses and/or prepaid rent under the lease.
Except for the existing lease identified in the Assignment and Assumption Agreement. the
Citywill be responsible for insuring that the Properties will be free and clear of any of the
occupancies prior to Closing and will defend. indemnifi, and hold Developer harmless with respect
thereto.
300. POST CONVEYANCE DEVELOPMENT OF EACH OF THE PROJECT SITES
301. Scope of Development. Developer shall develop Each Project Site in substantial
conformance with the Conceptual Site Plan. Land Use Approvals and the Scope of Development..
within the time periods set forth in the Schedule of Performance. Once the Construction Drawings
are approved by the City, Developer's obligations under this Agreement with respect to Development
Improvements shall be construed in accordance with the Construction Drawings. Developer shall
diligentiv improve each of the Project Sites with the Applicable Developer Improvements.
DOCSOC/1706855\23/022363-0015
302. Design Revie-A,. The Developer Improvements shall be subject to Design Review by
the City Manager in accordance with the Design Review Process within the timeframe set forth in the
Schedule of Performance.
303. Land Use Approvals. Except to the extent otherwise expressly set forth herein, prior
to commencement of construction of the Applicable. Developer Improvements upon Each Project
Site, Developer shall, at its sole cost and expense. secure. subject to the exercise by the City of its
sole and absolute discretion with respect to any and all land use approvals which the City may
require for the construction and operation of the Applicable Developer Improvements, design review
and/or anv other entitlements, permits or approvals required by any other governmental agency (the
"Land Use Approvals"). Notwithstanding anything to the contrary herein. Developer and Civy
acknowledge and agree that Developer shall prepare. at Developer's expense, and process all
documentation required by the California Environmental Quality Act ("CEQA") with respect to the
Proiects. Costs of any Project related on-site (as described in the Scope of Development) CEQA
mitigation shall be borne by Developer. =Developer acknowledges that compliance with anv_ such
CEQA mitigation shall be a condition under applicable law for proceeding with the Projects.
By its execution of this Agreement. the City is not committing itself to or agreeing to
undertake anv Land Use Approvals or any other acts or activities requiring the subsequent
independent exercise of discretion by the City, the City Council, the Planning Commission or any
department of the City. The City reserves final discretion and approval as to any and all Land Use
Approvals and all proceedings and decisions in connection therewith.
304. Schedule of Performance. In addition to compliance with the Schedule of
Performance with respect to the Conveyance described in Section 200, Developer shall submit the
Construction Drawings, commence and Complete all construction of the Developer Improvements,
and satisfy all other obligations and conditions of this Agreement which are the obligation of
Developer within the times established therefore in the Schedule of Performance. The Schedule of
Performance is subject to revision from time -to -time as mutually agreed upon in writing b,,,-
Developer
yDeveloper and the City Manager.
305. Cost of Construction. All of the cost of planning. designing. developing and
constructing all of the Developer Improvements, including but not Iur led to the securing of Land
Use Approvals, permits, and entitlements of any kind, compliance with any and all environmental
laws and regulations, and payment or other satisfaction of development impact fees payable in
connection with the Developer Improvements, shall be borne solely by Developer.
306. Insurance Coverage. Prior to the earlier to occur of (i) the Developer's exercise of a
Right of Entry under the Right of Entry Agreement, or (ii) the Closing (the "Insurance Date"). the
Developer shall secure from a company or companies licensed to conduct insurance business in the
State of California, pay for, and maintain in full force and effect from and after the Close of Escrow.
and continuing for the duration of this Agreement, a policy of commercial general liability insurance
issued by an "ANF or better rated insurance carrier as rated by A.M. Best Company as of the date
that Developer obtains or renews its insurance policies, on an occurrence basis. in which the Cin and
its officers. employees, agents and representatives are named as additional insureds with the
Developer. Developer shall furnish a certificate of insurance to the City prior to the Close of EscrovA .
and shall furnish complete copies of such policy or policies upon request by the City.
Notwithstanding any inconsistent statement in the policy or any subsequent endorsement attached
hereto, the protection offered by the policy shall:
23
1DOCSOC/1 706855v23/022363-00? 5
(a) Include an endorsement naming the City, its officers, employees,
agents, representatives and attorneys as additional insureds_
(b) Provide a combined single limit policy for both personal injury and
property damage in the amount of $2,000_.000. which will be considered equivalent to the required
minimum Limits:
(c) Bear an endorsement or shall have attached a rider providing that the
City shall be notified not less than thim, (30) days before any expiration, cancellation. nonrenewal,
reduction in coverage, increase in deductible. or other material modification of such policy or
policies, and shall be notified not less than ten (10) days after any event of nonpayment of premium.
The Developer shall also file with the City the following signed certification:
I am aware of: and will comply with, Section 3700 of the Labor Code,
requiring every employer to be insured against liability of Workers'
Compensation or to undertake self-insurance before commencing any
of the work.
The Developer shall comply with Section 3800 of the Labor Code by securing, paying for
and maintaining in full force and effect from and after the Close of Escrow, and continuing for the
duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a
Certificate of Insurance to the City before the commencement of construction of any Project. The
City. its officers, employees, agents, representatives and attorneys shall not be responsible for any
claims in law or equity occasioned by the failure of Developer to comply with this section. Every
Workers' Compensation insurance policy shall bear an endorsement or shall have attached a rider
providing that. in the event of expiration. proposed cancellation. or reduction in coverage of such
policy for any reason whatsoever, the City shall be notified, giving the Developer a sufficient time to
comply with applicable law, but in no event Iess than thirty (30) days before such expiration,
cancellation. or reduction in coverage is effective or ten (10) days in the event of nonpayment of
premium.
306.2 Policy Provisions. A certificate or certificates evidencing coverage
described in subsections (a) through (c) above (the ";Insurance") shall be submitted to the City prior
to issuance of building permits for and commencement of the construction of the Applicable
Developer Improvements, which certificates shall be accompanied by appropriate policy
endorsements stating that:
(a) The Insurance shall be primary insurance for Losses at each of the
Project Sites. and will be noncontributing with respect to any other insurance carried by Developer or
its contractor(s) with respect to any losses which do not arise out of the construction of Applicable
Developer Improvements. and any other insurance carried by the Cin, which may be applicable shall
be deemed to be excess insurance and the Insurance shall be primary for all purposes despite any
conflicting provision in the Insurance to the contrary -
(b) Not less than ten (10) days advance notice shall be given in writing to
the City prior to any material change. cancellation, termination, non -renewal. or reduction in
coverage of the Insurance:
24
DOCSOC/1 706E55N723/022363-001
306.3 Mutual Waivers. Except as otherwise set forth in Section 307 hereof, City
and Developer hereby waive any rights each may have against the other, on account of any loss or
damage occasioned to Citv and any additional insured parties and Developer. as the case may be, or
the Property, arising from any loss generail}- covered by all-risk insurance: and the parties each. on
behalf of their respective insurance companies insuring the Propem of either City and Developer
against any such loss, waive any right of subrogation that such insurer or insurers may have against
City and Developer. as the case may be. The foregoing mutual waivers of subrogation shall be
mutually operative only so long as available in the state in which the Property is situated and
provided further that no such policy is invalidated thereby.
307. Developer's Indemnit3,. Except as set forth in Section 204.2 with respect to
Hazardous Materials, Developer or, if applicable. any Permitted Assignee shall Indemnify (with one
(1) counsel reasonably acceptable to the City. unless there is a conflict of interest by, among or
between any of the Indemnitees. whether individuals or entities in which case separate counsel shall
be provided by Developer for each such Indemnitee) the Indemnitees from and against any and all
Liabilities which result from the performance of this Agreement by Developer or Developer's
ownership, development, use, or operation of the Applicable Project Site thereof excepting those
Liabilities which are caused by the Indemnitees' (or any of them) gross negligence or willful
misconduct. The City and Developer agree to fully cooperate with one another in anv case where no
conflict of interest between the parties is apparent. Without limiting the generality of the foregoing,
Developer specifically agrees to indemnif}'. defend and hold harmless Indemnitees from any
Liabilities resulting from Developer's failure to comply with all applicable laws in accordance with
Section 309 hereof.
308. Rights of Access. Subject to reasonable prior notice and subject to reasonable rules
as may be imposed by Developer in connection therewith. Representatives of the City shall have the
riallt of access to the Propem. without charges or fees, at normal construction hours during the
period of construction for the purposes of this Agreement, including but not limited to, the inspection
of the work being performed in constructing the Applicable Developer Improvements and so long as
City representatives comply with all safety rules and do not unreasonably interfere with the work of
Developer. City shall defend. indemnify, assume all responsibility for and hold the Developer
harmless from and against any and all third party liabilities. suits, actions, claims, demands,
penalties, damages (including. without limitation, penalties.. fines and monetary sanctions), losses,
costs or expenses (including, without limitation, consultants' fees. and reasonable attorneys' fees of
any kind or nature and for any damages, including damages to propem or injuries to persons,
including accidental death (including reasonable attorneys' fees and costs), which result from the
exercise of such entry.
309. Compliance with Governmental Requirements. Developer shall carry out the
design, construction and operation of the Project in conformity with all Governmental Requirements.
309.1 Nondiscrimination in Employment. Developer certifies and agrees that all
persons emploved or applying for employment by it. its affiliates, subsidiaries, or holding companies.
and all subcontractors. bidders and vendors. with respect to the construction and operation of the
Projects. are and will be treated equally by it without regard to. or because of race, color. religion..
ancestry, national origin, sex. age. pregnancy. childbirth or related medical condition, medical
condition (cancer related) or physical or mental disability.. and in compliance with Title VII of the
Civil Rights Act of 1964, 42 U.S.C. Sections 2000.. et seq.. the Federal Equal Pay Act of 1963. 29
U.S.C. Section 206(4), the Age Discrimination in Employment Act of 1967. 29 U.S.C. Sections 621.
DOCSOC/; 7068»v23/022363-001 5
et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. Sections 13124b. et seq.. 42 U.S.C.
Section 1981. the California Fair Employment and Housing Act. California Government Code
Sections 12900, etseq.. the California Equal Pal- Law. California Labor Code Sections 1197.5,
California Government Code Section I 1135. the Americans with Disabilities Act. 42 U.S.C.
Sections 12101. et seq., and all other anti -discrimination laws and regulations of the United States
and the State of California as they now exist or may hereafter be amended. Developer shall allow
representatives of the City access to its employment records related to this Agreement during regular
business hours at Developer's principal office in Anaheim. California to verlfi, compliance with
these provisions when so requested by the City.
310. Release of Construction Covenants. Following Completion of the Applicable
Developer Improvements in conformity with this Agreement and within thim, (30) calendar days
following receipt of a written request froin Developer, the City shall furnish Developer with a
Release of Construction Covenants for the Completed Applicable Developer Improvements. The
City shall not unreasonably withhold or delay such Release of Construction Covenants. The Release
of Construction Covenants shall be conclusive determination of satisfactory Completion of the
Applicable Developer Improvements and the Release of Construction Covenants shall so state. Any
party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the
Applicable Project Site shall not (because of such ownership, purchase, lease or acquisition) incur
any obligation or liability under this Agreement except for the Covenants. If the City refuses or fails
to furnish the Release of Construction Covenants for the Applicable Project Site after written request
from Developer. the City shall, within thirty (30) worK'I'n,o days of receiving such written request,
provide Developer with a written statement setting forth the reasons the City has refused or failed to
furnish the Release of Construction Covenants for the Applicable Project Site. The statement shall
also contain a list of the actions Developer must take to obtain a Release of Construction Covenants,
which list shall be based on the requirements set forth in the Construction Documents. If the reason
for the City's refusal to issue the Release of Construction Covenants is due to lack- of avaiiabilitv of
specific iands-cape and/or finish materials, the Developer may provide a completion bond reasonably
acceptable to the City, in which case the Developer shall thereby become entitled to the Release of
Construction Covenants.
Such Release of Construction Covenants shall not constitute evidence of compliance with or
satisfaction of any obligation of Developer to any holder of any mortgage. or any insurer of a
mortgage securing money loaned to finance the Applicable Developer Improvements. or ant part
thereof. Such Release of Construction Covenants is not a. notice of cornpietion as referred to in the
California Civil Code, Section 3093.
26
DOCSOC/1 706855\ 23/022363-001
311. Rights of Holder and City under Construction Financing.
311.1 Holder Not Obligated to Construct Applicable Developer Improvements.
The holder of any mortgage or deed of trust securing Construction Financing (a "Holder") shall not
be obligated by the provisions of this Agreement to construct or Complete the Applicable Developer
Improvements or any portion thereof. or to guarantee such construction or Completion; nor shall any
covenant or any other provision in this Agreement be construed so to obligate such Holder. Nothing
in this Agreement shall be deemed to construe.. permit or authorize any such Holder to devote the
Property to any uses or to construct any improvements thereon, other than those uses or Applicable
Developer Improvements provided for or authorized by this Agreement.
311.2 Notice of Default to Mortgagee or Deed of Trust Holders, Right to Cure.
With respect to any mortgage or deed of trust securing Construction Financing. whenever the City
delivers any notice of default ("Notice of Default') or demand to Developer with respect to any
Breach or Default by Developer in the construction of the Applicable Developer Improvements. and
if Developer fails to cure the Default within the time set forth in Section 501, the City shall deliver to
each Holder of record a copy of such notice or demand. Each such Holder shall (insofar as the rights
granted by the City are concerned) have the right, at its option. within sixty (60) days after the receipt
of the notice. to cure or remedy or commence to cure or remedy and thereafter to pursue with due
diligence the cure or remedy of anv such Default and to add the cost thereof to the mortgage debt and
the lien of its mortgage; provided, however if the Holder is legally prevented from curing such
default because of a bankruptcy by the Developer or because such cure requires physical possession
of the Property then the sixtti (60) day period shall be tolled until such bankruptcy is confirmed.
rejected or otherwise resolved or the Holder has obtained lawful physical possession of the Propem".
Nothing contained in this Agreement shall be deemed to permit or authorize such Holder to
undertake or continue the construction or Completion of the Applicable Developer Improvements. or
anv portion thereof (beyond the extent necessary to conserve or protect the improvements or
construction already made) without first having expressly assumed Developer's obligations to the
City by written agreement reasonably satisfactory to the Cite which election to assume may be made
within ninety (90) days following Holder's securing of title to the Property. Such assumption shall
not have the effect of causing the Holder to be responsible for any prior damage obligations of
Developer to the City. The Holder, in that event. must agree to Complete. in the manner provided in
this Agreement. the Applicable Developer Improvements. Any such Holder properly Completing the
Applicable Developer Improvements shall be entitled, upon compliance with the requirements of
Section 310 of this Agreement. to a Release of Construction Covenants. It is understood that a
Holder shall be deemed to have satisfied the sixty (60)day time limit set forth above for commencing
to cure or remedy a Deveioper Breach which requires title and/or possession of the Property (or
portion thereof) if and to the extent any such Holder has within such sixty (60) day period
commenced foreclosure proceedings to obtain title and/or possession and thereafter the Holder
diligently pursues such proceedings to completion and cures or remedies the default.
311.3 Failure of Holder to Complete Applicable Developer Improvements. in
anv case where. sixty (60) days after the Holder receives a Notice of Default by Developer in
Completion of Applicable Developer improvements under this Agreement. and the Holder has not
exercised the option to construct as set forth in Section 311.3. or if it has exercised the option but has
defaulted thereunder- and failed to timely cure such default, the City may. by giving written notice to
the Holder, purchase the mortgage or deed of trust by payment to the Holder of the amount of the
unpaid mortgage or deed of trust debt. including principal and interest and all other sums secured by
the mortgage or deed of trust. If the ownership of the Property or any part thereof has vested in the
DOCSOC/ 17068 5\'=3/02363-0015
Holder, the City, if it so desires. shall be entitled to a conveyance of title to the Property or such
portion thereof from the Holder to the CAN, upon payment to the Holder of an amount equal to the
sum of the following:
(a) The unpaid mortgage or deed of trust debt at the time title became
vested in the Holder (less all appropriate credits, including those resulting from collection and
application of rentals and other income received during foreclosure proceedings):
(b) All expenses with respect to foreclosure including reasonable
attornevs' fees:
(c) The net expense. if any (exclusive of general overhead). incurred by
the Holder as a direct result of the subsequent management of the Property or part thereof,
(d) The costs of any Applicable_Developer Improvements made by such
Holder:
(e) Any prepayment charges. default interest, and/or late charges
imposed pursuant to the loan documents and agreed to by Developer:. and
(f) An amount equivalent to the interest that would have accrued on the
aggregate of such amounts had all such amounts become part of the mortgage or deed of trust debt
and such debt had continued in existence to the date of payment by the Cite.
311.4 Dight of the City to Cure Mortgage or Deed of Trust Default. In the event
Developer receives a notice of default on anv mortgage or deed of trust securing Construction
Financing prior to the Completion of the Applicable Developer Improvements and issuance of a
Release of Construction Covenants and all Projects, Developer shall immediately deliver to the City
a cope of such notice of default. If the Holder of anv mortgage or deed of trust securing
Construction Financing has not exercised its option to construct. the Cit< shall have the right but not
the obligation to cure the default. The City shall be entitled to reimbursement from Developer of all
proper costs and expenses incurred by the City in curing such default. The City shall also be entitled
to a lien upon the Property to the extent of such costs and disbursements, subordinate to the lien
securing the Construction Financing.
312. Parking Easement Agreement for Project Site No. 3. Project Site No. 3 is
planned for mixed residential and commercial uses. Current parking requirements for residential
uses are i-1/2 spaces per residential unit with at least one space per residential unit on site. Parking
requirements for commercial uses are 3.8 spaces per 1.000 sq. ft. of gross leaseable area. Parking
requirements for a hotel is .8 spaces per room and .25 spaces per hotel employee. Except as to the
one space per residential unit required to be constructed and available on site. the Parking Easement
Agreement for Project Site No. 3 shall provide for the nonexclusive use by the Project for Project
Site No. 3 of sufficient parking to accommodate the land use requirements of the City of ,Anaheim
within CarPark 3. CarPark 4. CarPark 5. CarPark 6. and/or CarPark 7. as determined by the Cin- in
its sole and absolute discretion. Developer shall pay its pro rata share of operation and maintenance
for the allocated parking spaces based on the formula utilized for the applicable CarPark.
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DOCSOC/I706855%,23/022363-0015
313. Covenants Survive Closing. i`iotwithstanding anything to the contrary set forth in
this Agreement, the provisions of this Article 300 ,along with the remaining Surviving Covenants)
shall survive the Closing.
314. Treatment of Moneys from Certain Accounts: Termination of Management and
Operations Agreement. Developer shall cause the transfer to City concurrent with the Closing of
all moneys held in bank accounts established by Manager under the Management and Operations
Agreement and close such accounts. Developer shall also deliver to Cite and Successor Agency
conclusive evidence that Manager agrees to the termination of the Management and Operations
Agreement concurrent with the Closing subject to the provisions of this Section 314. Citv will retain
the moneys delivered to it under to this Section 314 pending an accounting, which shall be
accomplished at Developer's cost, regarding such moneys: to the extent the Manager would be
entitled to receive moneys under the Management and Operations Agreement for undertakings which
occurred prior to the Closing. as reasonably detennined by the City Manager following consultation
with Developer, City will, in conjunction with the Successor Agency, reserve such moneys for
payment to Developer or Manager. Funds will be disbursed to Developer or Manager only after
completion of such accounting and following receipt by City Manager of a statement by each of
Manager and Developer consenting that one or the other is to receive payment. Where a payment is
based upon services provided over a period of time, payment will be prorated to account for the
Closing.
Subject to the foregoing portion of this Section 314, including without limitation the
tendering of monevs to City and the closing of bank accounts, the Management and Operations
Agreement will be deemed terminated: provided that agreements. if any, entered into by Manager
with third parties under the Management and Operations Agreement shall be deemed to survive. but
neither Citv nor Successor Agency shall have any obligations or responsibilities thereunder.
400. COVENANTS AND RESTRICTIONS
401. Covenant to Develop, Use and Operate the Property in Accordance with the
Land Use Approvals and this Agreement. For a period of twenty (20) years from the later of
(i) the Date of this Agreement or (iii) Completion of the Applicable Project. Developer covenants
and agrees for itself and its successors, assigns. and every successor in interest to the Property or any
part thereof that Developer and such successors and assignees, shall use and operate the Applicable
Project in accordance with the Land Use Approvals. and this Agreement, and.. except for a Holder
who, pursuant to Section 311. has not elected to assume Developer's obligations hereunder to
construct, shall construct and Complete the Applicable Developer Improvements on the Applicable
Project Site in accordance with the Land Use Approvals. the Scope of Development. Section 301.1,
and the Schedule of Performance.
401.1 Historically Significant Buildings. The Packing House. Burns House. and
Packard Building are historically significant buildings and. therefon shall be required to continue to
meet the standards of the U. S. Secretary of Interior for such historically significant buildings in
accordance with the Historic Covenants. The MAKE Building is included in the "Citywide Historic
Preservation Plan" and shall therefor be restored. maintained. and preserved in accordance with such
plan. In the event that Developer chooses to modify any of these historic buildings for any purpose.
the Citv has the right to review and approve plans and materials. Any such modifications, except as
to the MAKE Building, must be consistent with the United States Secretan of the Interior's
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DOCSOC/1706855Nr23/022363-0015
Standards for the Treatment of Historic Properties in accordance with the Guidelines for Preserving.
Rehabilitating, and Restoring Historic Buildings and the Historic Covenants.
402. Maintenance and Security Covenants. Developer covenants and agrees for itself,
its successors and assigns and any successor in interest to the Property or part thereof to maintain. at
Developer's sole cost and expense, the Properry and all Developer Improvements thereon. in
compliance with the terms of the Declaration, and with all applicable Governmental Requirements.
The operation. use. security and maintenance of the Property. shall be accomplished in accordance
with the Declaration, consistent with other similar projects in Orange County, and shall include
regular landscape maintenance, graffiti removal. and trash and debris removal.
403. Nondiscrimination. The Developer covenants by and for itself and any successors
in interest that there shall be no discrimination against or segregation of any person or group of
persons on account of race. color. creed, religion. sex. marital status, physical or mental disability or
medical condition. national origin or ancestn• in the sale, lease. sublease, transfer. use, occupancy,
tenure or enjoyment of the Developer Improvements or the Property, nor shall the Developer itself or
an-- person claiming under or through it establish or permit any such practice or practices of
discrimination or segregation with reference to the selection. location. number, use or occupancy of
tenants, lessees, subtenants.. sublessees or vendees of the Projects or the Property. The foregoing
covenants shall run with the land.
All deeds, leases or contracts with respect to the Project or the Property shall contain or be
subject to substantially the following nondiscrimination or nonsegregation clauses:
a. In deeds: "The grantee herein covenants by and for himself or herself. his or
her heirs. executors, administrators, and assigns. and all persons claiming under or through them, that
there shall be no discrimination against or segregation of any person or group of persons on account
of anv basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
are defined in Sections 12926. 12926.1. subdivision (m) and paragraph (1) of subdivision (p) of
Section 12955. and Section 12955.2 of the Government Code. in the sale. lease. sublease. transfer,
use. occupancy, tenure. or enjoyment of the premises herein conveyed. nor shall the grantee or any
person claiming under or through him or her, establish or pen -nit any practice or practices of
discrimination or segregation with reference to the selection. location. number. use or occupancy of
tenants. lessees.. subtenants. sublessees_. or vendees in the premises herein conveyed. The foregoing
covenants shall run with the land."
"Notwithstanding the immediately preceding paragraph. with respect to familial
status. the immediately preceding paragraph shall not be construed to apply to housing for older
persons, as defined in Section 12955.9 of the Government Code. With respect to familial status.
nothing in the immediately preceding paragraph shall be construed to affect Sections 51.2. 51.3. 51.4.
51.10. 51.11. and 799.5 of the Civil Code. relating to housing for senior citizens. Subdivision (d) of
Section 51 and Section 1360 of the Civil Code and subdivisions (n). (o), and (p) of Section 12955 of
the Government Code shall apply to the immediately preceding paragraph."
b. In leases: "The lessee herein covenants by and for himself or herself itis or
her heirs. executors; administrators. and assigns. and all persons claiming under or through him or
her. and this lease is made and accepted upon and subject to the following conditions:
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DOCSOC71706855N 23/022363-001
"That there shall be no discrimination against or segregation
of any person or group of persons. on account of ani- basis
listed in subdivision (a) or (d) of Section 12955 of the
Government Code. as those bases are defined in
Sections 12926, 12926.1. subdivision (m) and paragraph (1)
of subdivision (p) of Section 12955. and Section 12955.2 of
the Government Code, in the leasing. subleasing, transferring.
use, occupancy, tenure; or enjoyment of the premises herein
leased nor shall the lessee himself or herself, or any person
claiming under or through him or her, establish or permit any
such practice or practices of discrimination or segregation
with reference to the selection. location, number, use. or
occupancy, of tenants, lessees, sublessees, subtenants, or
vendees in the premises herein leased."
"Notwithstanding the immediately preceding paragraph. with
respect to familial status, the immediately preceding
paragraph shall not be construed to apply to housing for older
persons, as defined in Section 12955.9 of the Government
Code. With respect to familial status. nothing in the
immediately preceding paragraph shall be construed to affect
Sections 51.1 51.3. 51.4, 51.10, 51.11. and 799.5 of the Civil
Code. relating to housing for senior citizens. Subdivision (d)
of Section 51 and Section 1360 of the Civil Code and
subdivisions (n), (o), and (p) of Section 12955 of the
Government Code shall apply to the immediately preceding
paragraph."
C. In contracts: "There shall be no discrimination against or segregation of
any person or group of persons on account of any basis listed in subdivision (a) or (d) of
Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, in the sale, lease, sublease, transfer. use, occupancy, tenure, or enjoyment of the
premises which are the subject of this Agreement, nor shall the grantee or anv person claiming under
or through him or her, establish or permit any practice or practices of discrimination or segregation
with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the
land."
404. Point of Sale and/or Use. The Developer, for itself and for its general contractor and
subcontractor, agrees to obtain a State Board of Equalization sub -permit for the jobsite and allocate
all eligible use tax payments to the City and provide the City with either a copy of the sub -permit or a
statement that the use tax does not apply to this portion of the job. to insure that the City is the point
of sale and/or use under the Bradley Burns Uniform Local Sales and Use Tax Law (commencing
with Section 7200 of the Revenue and Taxation Code, as amended from time to time).
405. Effect of Violation of the Terms and Provisions of this Agreement. The City is
deemed the beneficiary of the terms and provisions of this Agreement and of the Declaration and the
Surviving Covenants, for and in its own right and for the purposes of protecting the interests of the
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DOCSOC/1706855v23/022363-001
community and other parties, public or private, in whose favor and for whose benefit this Agreement,
the Declaration and the Surviving Covenants have been provided, without regard to whether the City
has been, remains or is an owner of any land or interest in the Property. The City shall have the right
(subject to Section 501 below). upon a Default, by Developer of this Agreement, to exercise all rights
and remedies, and to maintain any actions or suits at lava or in equity or other proper proceedings to
enforce the curing of such breaches to whici? it or any other beneficiaries of this Agreement. the
Declaration and the Surviving Covenants may be entitled. The Covenants contained in Sections 103,
401, and the Declaration shall remain in effect in accordance with their respective terms. The
Covenants contained in Sections 204.3, 204.4. 307. 309, 401.1, 402, 403. and 603 shall remain in
effect in perpetuity. The Covenants described in Sections 301, 304. 305, 306, 308. and 503 shall
remain in effect until the issuance of a Release of Construction Covenants and so long thereafter as
shall be necessary to enforce a Default(s) thereunder.
406. Covenants Survive Closing. Notwithstanding anything to the contrary set forth in
this Agreement, the provisions of this Article 400 (without Iimitation as to the remaining Surviving
Covenants) shall survive the Closing.
500. DEFAULTS AND REMEDIES
501. Default Remedies. Subject to Enforced Delay and compliance with the provisions of
this Agreement which provide for the protection of Mortgagee rights, including the provisions of
Section 311 of this Agreement, failure or delay by either partto perform any material term or
provision of this Agreement (a "Breach") following notice and failure to cure as described hereafter
constitutes a "Default" under this Agreement.
The nondefaulting party shall give written notice of any Breach to the party in Breach.
specifying the Breach complained of by the nondefaulting party ("Notice of Default"). Delav in
giving such Notice of Default shall not constitute a waiver of any Breach nor shall it change the time
of Breach. Upon receipt of the Notice of Default, the party in Breach shall promptly commence to
cure the identified Breach at the earliest reasonable time after receipt of the Notice of Default and
shall complete the cure of such Breach not later than thirty (30) days after receipt of the Notice of
Default, or. if such Breach cannot reasonablv be cured within such thirty- (30) day period, then as
soon thereafter as reasonably possible, provided that the party in Breach shall diligently pursue such
cure to completion("Cure Period"). Failure of the party in Breach to cure the Breach within the
Cure Period set forth above shall constitute a "Default" hereunder.
Any failures or delay by either party in asserting any of its rights and remedies as to any
Breach or Default shall not operate as a waiver of any Breach or Default or of any such rights or
remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either
party of its right to institute and maintain any actions or proceedings which it may deem necessary to
protect, assert or enforce any such rights or remedies.
502. Institution of Legal Actions. In addition to anv other rights or remedies and subject
to the restrictions otherwise set forth in this Agreement, any party may institute an action at law or
equity to seek specific performance of the terms of this Agreement. or to cure, correct or remedy any,
Default. to recover damages for any Default, or to obtain any other remedy consistent with the
purpose of this Agreement. Such Legal actions must be instituted in the Superior Court of the Count-\,-
of
ounty
of Orange, State of California, in an appropriate municipal court in that county, or in the United
States District Court for the Central District of California.
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503. Re-entry and Revesting of Title in the City.
503.1 After the Closing and Prior to Recordation of Construction Financing.
The Citv has the right, at its election, to re-enter and take possession of the Applicable Project Site(s)
(Project Site No. 2, Preject No. 3 and/or Project Site No. 4 only.) and terminate and Revest in the City
the estate conveved to the Developer of the Applicable Project Site if, after the Closing and prior to
the recording of Construction Financing on the Applicable Project Site (i.e., Project Site No. 2.
Project Site No. 3, and/or Project No. 4 only), Developer fails to start the Construction of the
Applicable Developer Improvements as required by this Agreement for a period of ninety (90) days
after Notice thereof from the Cin,, subject to extension pursuant to Section 602, upon the following
payment to the Developer:
Project Site No. 22
$1,000.000
Project Site No. 3
$1.000.000
Project Site No. 4
81,000.000
503.21 After Recordation and Fundinc, of Construction Financing. Without
limiting the rights as set forth in Section 311. 501, 502 and without affecting the priority of the lien
of the Holder's deed of trust or mortgage. the Civy, has the right. at its election, to reenter and take
possession of the Applicable Project Site(s) with all Applicable Developer Improvements thereon,
and terminate and Revest in the City the estate conveyed to the Developer only if after the
recordation and funding of Construction financinc, and prior to the issuance of the final Release of
M
Construction Covenants, the Developer (or its successors in interest) shall:
(a) fail to start the construction of the Applicable Developer
Improvements as required by this Agreement for a period of ninety (90) days after Notice thereof
from the City subject to extension pursuant to Section 602: or
(b) abandon or substantially suspend construction of the Applicable
Developer Improvements required by this Agreement for a period of ninety ('90) days after Notice
thereof from the City subject to extension pursuant to Section 602or
(c) contrary to the provisions of Section 103 hereof. Transfer or suffer
any involuntary Transfer in violation of this Agreement. and such Transfer, if it is a Transfer
requiring approval by the Cite. is not rescinded within thirty (3 0) days of Notice thereof from City to
Developer.
Such right to reenter, terminate and Revest is subject to the quiet enjoyment, and, if
applicable, the right to continue to Complete construction by (1) tenants or other occupants who have
(a) -executed leases or subleases and (b) incurred substantial expenses in connection with the design
and/or construction of improvements required to be constructed by such tenant under such lease or
sublease and (ii) Developer, in the case where the Developer is in Default and. vis a vis a Holder or
its Nominee, shall be exercisable only if:
1. Such Holder (or its Nominee) (a) shall have failed to cure any Default within
the applicable cure periods -granted to such Holder (or its Nominee). or (b) shall have given City
written notice that it will not cure any such Default or condition or that it will otherwise not comply
with the terms and conditions of this Agreement. and
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DOCSOC/I 706855Q3/022363-0015
2. City, within ninety (90) days after the occurrence of any events described in
subparagraph 1. immediately above, shall commence the exercise of its Right of Entry and shall pay
to Holder (or its Nominee) in immediately avallabie funds, the Loan Balance prior to Revesting.
In the event of a failure or refusal to cure a Default, as described in subparagraph 1.
above, City's sole remedy vis a vis Holder shall be the exercise of the re-entry right and Revesting in
accordance herewith.
The conditions to the commencement of the exercise of the Cln"'s right to re-enter
and Revest as described above shall be applicabie whether the re-entry and Revesting occurs (a) prior
to foreclosure (or deed in lieu of foreclosure) by the Holder (or its Nominee) under its mortgage or
deed of trust: or (b) after Holder (or its Nominee) acquires title to the Property by foreclosure (or
deed -in -lieu of foreclosure) under its mortgage or deed of trust.
The Applicable Grant Deed shall contain appropriate reference and provision to give
effect to the City's right as set forth in this Section 503, under specified circumstances prior to
recordation of the Release of Construction. Covenant, to reenter and take possession of the applicable
Project Site. with all improvements thereon. and to terminate and Revest in the City the estate
conveyed to the Developer. Upon the Revesting in the Cite of title to the Property, as provided in
this Section 503, the City shall, pursuant to its responsibilities under state law, use its reasonable
efforts to resell the Property, as soon and in such manner as the City shall find feasible and consistent
with the objectives of such law, as it exists or may be amended, to a qualified and responsible party
or parties (as detertnined by the City) who will assume the obligation of constructing or Completing
the Applicable Developer Improvements, or such improvements in their stead as shall be satisfactory
to the City in its sole and absolute discretion.
(i) First, to reimburse the City. on its own behalf or on behalf of
the City, all costs and expenses incurred by the City. excluding City staff costs, but specifically.
including, but not limited to.. any expenditures by the Cit<in connection with the recapture.,
management and resale of the Property (but less any income derived by the Cit}' from the applicable
Project Site. or part thereof in connection with such management); all taxes, assessments and water
or sewer charges with respect to the applicable Project Site. or part thereof which the Developer has
not paid (or. in the event that the applicable Project Site is exempt from taxation or assessment of
such charges during the period of ownership thereof by the City. an amount. if paid, equal to such
taxes.. assessments, or charges as would have been payable if the applicable Project Site were not so
exempt); any payments made or necessary to be made to discharge any encumbrances or liens
existing on the applicable Project Site at the time or Revesting of title thereto in the City, or to
discharge or prevent from attaching or being made any subsequent encumbrances or liens due to
obligations, defaults or acts of the Developer, its successors or transferees; any expenditures made or
obligations incurred with respect to the constructing or Completion of the Applicable Developer
Improvements or any part thereof on the applicable Project Site: and any amounts otherwise owing
the City. and in the event additional proceeds are thereafter available, then
(ii) Second. to reimburse the Developer. its successor or
transferee. up to the amount equal to the sum of (a) actual and direct third pam, costs incurred by the
Developer for the Applicable Developer Improvements existing on the Applicable Project Site. at the
time of the re-entry and possession, less (b) any gains or net income received by the Developer from
the Property. or the improvements thereon.
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DOCSOC/1706855v23/022363-0015
Any balance remaining after such reimbursements shall be retained by the City as its
propem . The rights established in this Section 503, except as may otherwise be provided in this
Section 503. are not intended to be exclusive of anv other right, power or remedy. but each and ever
such right, power. and remedy shall be cumulative and concurrent and shall be in addition to any
other right, power and remedy authorized Herein o- now or hereafter existing at law or in equity.
These rights are to be interpreted in light of the fact that the City will have conveyed the Site, to the
Developer for development purposes, and not for speculation in undeveloped land.
City hereby agrees to execute a recordable Intercreditor Agreement reflecting the
terms of Section 311 and this Section 503 at the request of any Construction Lender
504. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this
Agreement, the rights and remedies of the parties are cumulative, and the exercise by either parry of
one or more of such rights or remedies shall not preclude the exercise by it. at the same or different
times. of any other rights or remedies for thz same default or any other default by the other pam .
505. Inaction Not a Waiver of Default. Any failures or delays by either part in
asserting any of its rights and remedies as to any Default shall not operate as a waiver of anv Default
or of any such rights or remedies, or deprive either such party of its right to institute and maintain
any actions or proceedings which it may deem necessary to protect. assert or enforce any such rights
or remedies.
506. Applicable Lave. The laws of the State shall govern the interpretation and
enforcement of this Agreement.
507. Covenants Survive Closing. Notwithstanding anvthing to the contrary set forth in
this Agreement, the provisions of this Article 500 (without limitation as to the remaining Surviving
Covenants) shall survive the Closing.
600. GENERAL PROVISIONS
601. Notices, Demands and Communications Between the Parties. Any approval,
disapproval. demand. document or other notice ("Notice") required or permitted under this
Agreement must be in writing and shall be sufficiently given if delivered by hand (and a receipt
therefore is obtained or is refused to be givens or dispatched by registered or certified mail, postage
prepaid, return receipt requested, or delivered by telecopy, or email or overnight delivery service to:
To Citv: City of Anaheim
200 South Anaheim Boulevard. Seventh Floor
Anaheim. California 92805
Attention: City Manager
With copies to: Cite of Anaheim
200 South Anaheim Boulevard. Second Floor
Anaheim. California 92805
Attention: Circ, Clerk
DOCSOC/1706855e23/022363-001
Community Development Department
201 South Anaheim Boulevard. I 01 Floor
Anaheim. California 92805
Attention: John E. Woodhead RT. Executive Director
with a copy to: Stradiin{a. Y occa. Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Thomas P. Clark, Jr.
To Developer: Lab Holding, LLC
709 Randolph Avenue
Costa Mesa. California 92626
Attention: Shaheen Sadeahi
with a copy to: Allen Matkins Leek Gamble Mallory & Natsis LLP
1900 Main Street, 5th Floor
Irvine. California 92614
Attention: R. Michael Jovice
Such written notices, demands and communications mar be sent in the same manner to such
other addresses as either pam- may from time to time designate by mail as provided in this Section.
602. Extension of Times of Performance. In addition to specific provisions of this
Agreement, performance by either part} hereunder shall not be deemed to be in Default, and all
performance and other dates specified in this Agreement shall be extended. where delays are due to
litigation challenging the validity, of this transaction or anv element thereof or the right of either party
to engage in the acts and transactions contemplated by this Agreement: without limitation, relocation
obligations in connection therewith. inability to secure necessary labor materials or tools: actions in
connection with the remediation of Hazardous Materials, including groundwater contamination; war:
insurrection: strikes; lockouts: riots; floods; earthquakes; fires: casualties: acts of God; acts of the
public enemy: acts of terrorism: epidemics: quarantine restrictions: freight embargoes: unanticipated
subsurface conditions that delay performance: lack of transportation: governmental restrictions or
priority; building moratoria: unusually severe weather: or acts or omissions of the other party: acts or
failures to act of the City, in its governmental capacity or any other public or governmental agency or
entitv or anv other delays beyond the reasonable control of the party claiming an extension
("Enforced Delay"): Notwithstanding anything to the contrary in this Agreement. an extension of
time for any such cause shall be for the period reasonably attributable to the Enforced Delay and the
party claiming such extension shall promptly notify the other party within thirty (30) days of the
commencement of the cause. Times of performance under this Agreement may also be extended in
writing by the mutual agreement of the City and/or Developer. Notwithstandin- any provision of
this Agreement to the contrary% the lack of funding to Complete the Applicable Developer
Improvements shall not constitute grounds of Enforced Delay pursuant to this Section 602.
603. Non Liability of Officials and Employees of Cite and Developer. No member.
official or employee of either party shall be personally liable to the other parte or the City. or any
successor in interest. in the event of anv Default or Breach by the either party or for any amount
which may become due to either parte or their successors. or on anv obligations under the terms of
this Agreement.
36
I>OCSOC/1706855v,23/022363-001
604. Relationship Between City, and Developer. It is hereby acknowledged that the
relationship between the City and Developer is not that of a partnership or joint venture and that the
City and Developer shall not be deemed or -construed for any purpose to be the agent of the other.
Accordingly. except as expressly provided herein or in the Exhibits hereto. the City shall have no
rights, powers, duties or obligations with respect to the development, operation, maintenance or
mannement of the Property.
605. Approvals and Actions. Whenever a reference is made herein to an action or
approval to be undertaken by the City, City Manager or his or her designee is authorized to act on
behalf of City unless specifically provided otherwise or the context should require otherwise.
606. Commencement of City Review Period. The time periods set forth herein and in
the Schedule of Performance for the City's approval of agreements, plans. drawings, or other
information submitted to the City by Developer and for any other City consideration and approval
hereunder which is contingent upon documentation required to be submitted by Developer shall only
apply and commence upon the complete submittal of all the required information. In DO event shall
an incomplete submittal by Developer trigger any of the City's obligations of review and/or approval
Z-
hereunder-, provided, however, that the City shall notift, Developer of an incomplete submittal as
soon as is practicable.
607. Successors and Assigns. All of the terms. covenants, conditions, representations,
and warranties, of this Agreement shall be binding upon City and Developer and its respective
permitted successors and assigns. Whenever the term "Developer" or "City," as the case may be, is
used in this Agreement, such term shall include any other permitted successors and assigns as herein
provided.
608. Counterparts. This Agreement may be signed in multiple counterparts which. when
signed by all parties, shall constitute a binding agreement. This Agreement is executed in three (3)
originals'. each of which is deemed to be an original.
609. Integration. This Agreement contains the entire understanding between the parties
relating to the transaction contemplated by this Agreement. All prior or contemporaneous
agreements. understandings., representations and statements. oral or written,., are merged in this
Agreement and shall be of no further force or effect. Each party is entering this Agreement based
solely upon the representations set forth herein and upon each party's own independent investigation
of any and all facts such party deems material. This Agreement includes pages I through 40
(includes signature page) and Exhibits A through M' (each such Exhibit is incorporated in this
Agreement as if fully set forth herein) which together constitute the entire understanding and
agreement of the parties, notwithstanding any previous negotiations or agreements between the
parties or their predecessors in interest with respect to all or any part of the subject matter hereof,
610. Attorneys' Fees. In any action between the parties to interpret, enforce. reform,
modify, rescind or otherwise in connection with any of the terms or provisions of this Agreement, the
prevailing party in the action shall be entitled, in addition to damages, injunctive relief or any other
relief to which it might be entitled, reasonable costs and expenses including, without limitation.
litigation costs and reasonable attorneys' fees. Costs recoverable for enforcement of any Judgment
shall be deemed to include reasonable attorneys' fees.
DOCSOC/1706855v23/022363-001 5
611. Administration. This Agreement shall be administered and executed by the City
Manager, or his/her designated representative. following approval of this Agreement b}_the City.
The City shall maintain authority of this Agreoment through the City Manager (or his/her authorized
representative). The Cit}, Manager shall have the authority but not the obligation to issue
interpretations, waive provisions. approve the Declaration, extend time limits, grant design
approvals. and/or enter into amendments of this Agreement on behalf of the City so long as such
actions do not substantially change the uses or development permitted on the Property. or add to the
costs to the City as specified herein as agreed to by the City Council, and such amendments may,
include extensions of time specified in the Schedule of Performance; provided. however. in the event
that the City, acting under its Land use regulatory authority, in its sole and absolute discretion. does
not grant Land Use Approvals sufficient to allow development of any of the Projects in accordance
with the requirements of the Scope of Development, then, in such event, the City Manager shall have
the authoritv to modify the Scope of Development so as to permit development consistent with then
current general plan and zoning ordinance. All other waivers or amendments shall require the
written consent of the City Council.
612. Titles and Captions. Titles and captions are for convenience of reference only and
do not define. describe or limit the scope or the intent of this Agreement or of any of its terms.
Reference to section numbers are to sections in this Agreement; unless expressiv stated otherwise.
613. Interpretation. As used in this Agreement, masculine. feminine or neuter gender
and the singular or plural number shall each be deemed to include the others where and when the
context so dictates. The word "including" shall be construed as if followed by the words "without
limitation." This Agreement shall be interpreted as though prepared jointly by both parties.
614. No Waiver. A waiver by either pam, of a breach of any of the covenants, conditions
or agreements under this Agreement to be performed by the other part shall not be construed as a
waiver of any succeeding breach of the same or other covenants, agreements. restrictions or
conditions of this Agreement.
615. Modifications. Anv alteration. change or modification of or to this Agreement, in
order to become effective, shall be made in writing and in each instance signed on behalf of each
part}'.
616. Severability. If any term, provision. condition or covenant of this Agreement or its
application to any party or circumstances shall be held, to an,,, extent, invalid or unenforceable. the
remainder of this Agreement, or the application of the term. provision. condition or covenant to
persons or circumstances other than those as to whom or which it is held invalid or unenforceable.
shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.
617. Computation of Time. The time in which any act is to be done under this
Agreement is computed by excluding the first day (sued as the day escrow opens) and including the
last day, unless the last day is a holiday or Saturday or Sunday. and then that day is also excluded in
which case such day is the day following the excluded day s). The term "holiday" means all
holidays as specified in Section 6700 and 6701 of the California Government Code. If anv_ act is to
be done by a particular time during a day, that time shall be Pacific Time.
618. Legal Advice. Each party represents and warrants to the other the following: they
have carefulh read this Agreement, and in signing this Agreement., they do so with full knowledge of
38
DOCSOC/17068 5x23/02236'-0015
any right which they may have: they have received independent legal advice from their respective
legal counsel as to the matters set forth in this Agreement. or have knowingly, chosen not to consult
legal counsel as to the matters set forth in this Agreement:. and.. they have freely signed this
Agreement without any reliance upon any agreement, promise. statement or representation by or on
behalf of the other party, or their respective agents. employees or attorneys. except as specifically set
forth in this Agreement, and without duress or coercion. whether economic or otherwise.
619. Time of Essence. Time is expressly made of the essence with respect to the
performance by the City and Developer of each and every obligation and condition of this
Agreement.
620. Cooperation. Each pam' agrees to cooperate with the other in this transaction and,,,
in that regard, to sign any and all documents which may be reasonably necessary, helpful or
appropriate to cam, out the purposes and intent of this Agreement. In this regard. Developer and the
City agree to mutually consider reasonable requests for amendments to this Agreement. In addition.
either party may. at any time. and from time to time, deliver written notice to the other party
requesting such pam' 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, (ii) this agreement has
not been amended or modified either orally or in writing. and if so amended. identifying the
amendments. and (iii) the requesting parry is not in default in the performance of its obligations
under this Agreement, or if in default. to describe therein the nature and amount of any such defaults.
A party receiving a request hereunder shall execute and return such certificate within thirty (30) days
following the receipt thereof. City shall have no liability for monetary damages to Developer. any
Transferee or Holders. or any other person in connection with, resulting from oi• based upon the
issuance of any such certificate hereunder. The party making the request shall be responsible for the
costs incurred by the other party. including without limitation attorneys' fees_ (the
"Amendment/Estoppel Costs") in connection with any amendments to this Agreement and/or
estoppel documents which are requested by such party (the "Developer/Cit} Request") regardless of
the outcome of the Developer/Cin Request.
621. Conflicts of Interest. No member, official or employee of the City shall have any
personal interest, direct or indirect.. in this .Agreement, nor shall any such member, official or
employee participate in any decision relating to the Agreement which affects his/her personal
interests or the interests of any corporation. partnership or association in which he is directly or
indirectly interested.
622. Time for Acceptance of Agreement by the Cite. This Agreement, when executed
by Developer and delivered to the City, must be authorized. executed and delivered by the City on or
before thim, (30) days after signing and delivery of this Agreement by Developer or this Agreement
shall be void. except to the extent that Developer shall consent in writing to a further extension of
time for the authorization. execution and delivery of this Agreement.
623. Recordation of Memorandum of Agreement. The Memorandum of Agreement
shall be recorded concurrently with the Close of Escrow and the terms hereof shall survive Closing
and run with the land for the period of time set forth herein.
624. Covenants Survive Closing. Notwithstanding anything to the contrary set forth in
this Agreement, without limitation as to the Surviving Covenants.. the Declaration and those
DOCSOC/1706855v23/022363-001
provisions of this Agreement described in the Memorandum of Agreement as surviving the Closing.
the provisions of this Article 600 shall survive the Closing.
[SIGNATURES OIV VEAT PAGE]
40
DOCSOC/1706855v23/022363-001
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
respective dates set forth below-•.
CITY:
CITY OF ANAHEIM, a California municipal
corporation and charter cit}
Dated: .20 Bv:
ATTEST:
LINDA N. ANDAL, CITY CLERK
Citv Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Revnolds
Assistant Citv Attorney
City Manager
DEVELOPER:
LAB HOLDING LLC. a California Limited
liability company
Dated: 20_ By:
Its:
S-1
DOCSOC/1 706855-%-23/022363-001-7
EXHIBIT A
A-1
DOCSOC/1706855v23/022363-001
F9►au#..�f:�
LEGAL DESCRIPTION OF PROJECT SITES
PROJECT #1: PACKING DISTRICT
PACKING HOUSE
The real property referred to herein is situated in the County of Orange, City of Anaheim. State of
Califomia, and is described as follows:
PARCEL 3 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3. 2014 AS INSTRUMENT NO.
201400215209 IN BOOK 379. PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF SAID
COUNTY.
FARMERS PARK AND PACKARD BUILDING
The real property referred to herein is situated in the County of Orange, Citti- of Anaheim. State of
California, and is described as follows:
PARCELS 1 AND 2 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3. 2014 AS INSTRUMENT
NO. 201400215209 IN BOOK 379, PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF
SAID COUNTY.
MAKE BUILDING (500 S. ANAHEIM BOULEVARD)
The real propem, referred to herein is situated in the County of Orange. Cin of Anaheim. State of
California. and is described as follows:
PARCEL 3 OF PARCEL MAP NO. 89-31 i, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE,
STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 260, PAGES 1 TO 4 INCLUSIVE OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF ANAHEIM IN
GRANT DEED RECORDED MAY 02, 2006 AS INSTRUMENT NO. 2006000294061. IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPTING THEREFROM ALL OIL. MINERAL. GAS OR OTHER HYDROCARBON
SUBSTANCES BELOW THE DEPTH OF 500 FEET, UNDER THE SURFACE OF SAID LAND. BUT
WITHOUT THE RIGHT OF SURFACE ENTRY OR ANY OTHER USE OF THE LAND ABOVE
SUCH 500 FOOT DEPTH, AS RESERVED IN DEED RECORDED MAY 05. 1989, AS
INSTRUMENT NO. 89-238472 OF OFFICIAL RECORDS
PROJECT #2: HomeMADE
LOTS 17 THROUGH 23 INCLUSIVE IN BLOCK M OF THE CENTER TRACT. AS PER MAP
RECORDED IN BOOK 14. PAGE 13 OF MISCELLANEOUS RECORDS OF LOS ANGELES
COUNTY. CALIFORNIA.. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM ALL OIL. MINERAL. GAS OR OTHER HYDROCARBON SUBSTANCES
BELOW A DEPTH OF 500 FEET UNDER THE SURFACE OF SAID LAND. BUT WITHOUT THE
RIGHT OF SURFACE ENTRY OR ANY OTHER USE OF THE LAND ABOVE SUCH 500 FOOT
DEPTH, AS RESERVED IN DEED RECORDED MAY 05, 1989 AS INSTRUMENT NO. 89-238472.
OFFICIAL RECORDS. APN: 037-024-11, and
B-1
DOCSOC/1706855v23/022363-0015
THE NORTH 100 FEET OF LOTS 17 THROUGH 23, INCLUSIVE. IN BLOCK L OF THE CENTER
TRACT AS PER MAP RECORDED IN BOOK 14. PAGE 13 OF MISCELLANEOUS RECORDS OF
LOS ANGELES COUNTY. CALIFORNIA. IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY. EXCEPTING THEREFROM MINERAL AND OTHER RIGHTS AS RESERVED BY
SOUTHERN PACIFIC COMPANY IN DEEP RECORDED DECEMBER 20. 1958. IN BOOK 45287
PAGE 251 OF OFFICIAL RECORDS. APN: 037-1 11-29, and
THE SOUTH 35 FEET OF LOTS 17 THROUGH 23. INCLUSIVE. IN BLOCK L OF THE CENTER
TRACT AS PER MAP RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF
LOS ANGELES COUNTY. CALIFORNIA. IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY. APN: 037-111-30
B -2
DOCSOC/1706855\23/022363-001
PROJECT #3: BARN
MRSPA",, PARCELS
PARCEL :A
THAT POIZ1,101%% OF ;AIRSPACF P_AIZCI`:I, I- INT111" 111" CITE OF ANAHEIM. IM. COUNTY OE
OI::ANGE. STATE OF C_1LIFOR\I- 3S PER PARCEL M.AP \C). 86-142. PILED IN BOOK
'_32_ PACES I5 THROIXiIf 19- INC I.USIV!, OF PARCEL,\TAPS, RECORDS OF SAID
COI.'N Y, DESCRIBED AS 1`01,LOb1'S:
BEGINNING :A" TI-fI: SOI"'MERI,. TFXMI\ISS OF THAI" CERTAIN COURSE SHOWN
AS "N01"I'I-1 14`34'40 WEST 19(hs-s I I,ET-_ ON "I HE, EASTERI.1 LINE OF STAID PARCEL
L TUNCL ALONG SAID EASTLRLY LI:NI; NOIR FII 14'34-40I WEST 40.00 FELTTO
THE: FAS iF.RI;iPROLONU ATION Oi= THAT CE.RTAUX
COQ?RSI: SHOWN AS N75"25"20"" 30.0x,1" `° ON'I'llF. NORTHEiRIN LINE OF P:ARCh:L I I
OI' SAID P;AIZC'1, M AP ANI)13RINC3 "1"I I1:'I'i:(?I? POI ti'I' (iI^`I31?GIfiN`I (z,
TIIE? CE' SOT-THE.RLY ALONG SAID F.;ASTF:RT.Y PIZOI,ONGATION .AND SAID
COI'RSI? SOt III 7;°2>'20" Wl-'S'I' 48 99 FEETTO AN ANGLF POINT IN SAID
NORTHERLY LINE; OF 11ARCE1, I L
THENC E CON'T'INUING ALONC3 SAID NORTIiI?RLY EINE O1" PARCEL. I1 TIII:
FOLLMVING EKrHT (8) COURSES=
I') NORTH 14"34'40 \VEST 63.1)0 FEET,
2) S01.71I 75" 25'20'" AA'EST 39,00 FEET.
31 SOI "'I'l1 14 --4('` EAS!- 5.0{) I=E1: C:
4', SOT"I'II 71` _' `20-' WEIST 33.00 PI?]?1
5) ieORTII 14'34'40-' NVEST 5M FEET:
6) SOUTH 75: 2 -20- WEST 111.00 FEM
7) SOt7117 14"'34-40" E.AS'1 .00 FI":I
8i SOUTH 7°'^'20" WEST10.7, FEET.
THENCE LEAVING SAID NORTHERLY LINE OF PARCEL I I, NORTH W14"40" WEST
42.38 TO TIIE HEGIV-1ING OFA \O\ -TANGENT CT__1RVF CONCAVE
NOR"I'lINV :STEIZI,Y Ii:AFINU A RADII"S OF 27 .60 FF.I-T. SAID CURVE, HEINU
CO\CE\TRIC 'VVITI1 :AND 1.50 FEET SOT'THE.ASTERLV OF THE: GENERA.
Pam: 1 of'3
\t:_y4at>yir;2'3'?:13.Lc_als��'3;;t , 31P_ PARC'I_ILS.Jo,%
B-3
DOCSOC/1706855%^23/022363-001
NC)RTFIEIZF_`y` I,TNF'. OF S:IID P-1RC'P.; ;.:� 1;.1I)i',I, I,I\F: T{) SAII? FiE:GTN\T�zG FiE;�LItS
SOUTH 33' 00'23" FAST:
THENCE ALONG SAID CONCENTRIC CT'RVE NORTHEASTERLY 14.45 FEET
THROUGH A CE'tiTRAL. ANGLE OF 4 0"'38" TOA LINE WHICH IS PARALLF.I.. WITFI
AND T 5f) FEET SOI'THEASTER1,Y rROII SAID I,Y LINE; OF
PARCEL is
TI-IFNCI . AT.ONCI SAID PARI,111, LINT; NOI'.`t Fi 52 56'59— EAST 88.94 FEET TO THE,
BEGF\Nl FNs r OF A \O'.\-TANCil:NT Ci. -P\\' CC?.vC�itil: NOPvT!IT'AS'I'ERLI' IIA\-I\Ci A
RADIUS OF 94,00 FEET. SAID CURIE BEING; CONCENTRIC EV'ITII AND 4,00 FEET
SOL?THERLI' FROMI SAID GENER_LL NORTHERLY LINE OF PARCEL I HATING A
RADIUS OF 9().00 FEET_ A R.-I)I_=~,I. '.I'VE TO SMD BEGP\�I\CI BEARS SOUTIF
33`'22' 1' " VtrLST:
THENCE EASTERLY ALONG SAID CONCENTRIC CURVE 1.0.09 FEE`I TIIROi GII A
CE:N'I`R-1}, :INGLI' OI f)6"f1f °53"'I'O \ LINT' W111C`I1 IS R IDIAL TO SAID CURVE,
`I'HEN:CE 1I;ONG SAID RADIAL LINE INORT11 '' ,'1.3'2 ' L .ST 2.50 FEET TO THE
III- :GINNING OFA NO'S=IANGI:N`i'L`I I%'VF CONGA`",,: NOR'1HEIZI-Y HAVING .;
PARCEL B
BEING ALL OF AIRSPACE PARCEL 9. IN THE CITY" OF ANAHEIM. COUNTY OF
ORANGE. STATE OF CALIFORNIA AS PER PARCEL MAP NO. 86-142, FILED IN BOOK
232, PAGES 15 THROUGH 19, INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID
COUNTY.
CONTANING 0.091 ACRES MORE OR LESS.
PARCEL C
BEING ALL OF AIRSPACE PARCEL 10, IN THE CITY OF ANAHEIM. COUNTY OF
ORANGE, STATE OF CALIFORNIA AS PER PARCEL MAP NO. 86-142, FILED IN BOOK
232, PAGES 15 THROUGH 19, INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID
COUNTY.
CONTANING 0.053 ACRES MORE OR LESS.
PARCEL D
BEING ALL OF PARCEL 2 IN THE CITI' OF ANAHEIM, COUNTY OF ORANGE, STATE
OF CALIFORNIA AS PER PARCEL MAP NO. 94-110, FILED IN BOOK 296, PAGES 26
THROUGH 28, INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID COUNTY.
CONTANING 0.545 ACRES MORE OR LESS.
ALL AS SHOWN ON THE SKETCH TO ACCOMPANY LEGAL. DESCRIPTION
ATTAHCED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
DATED THIS 1s( DAY OF l`)t:` bOl 2015.
KURTR. TROXELL, L.S. 7854
FUSCOE ENGINEERING
873-013-01
Page 3 of 3
)L'"\: Aappmg18731131Legals1E73013 AIF, PAR CELS.doc;:
Rom
DOCSOC/1706855v23/02236'-001
CLEMENTINE STREET
(NEW C-)
6 0' 20! 40' GC' (OLD q,
GRAPHIC SCALE: 1" = 6C'
NIA-D NO,
36.5'
LINE TABLE
I
NO. 1 BEARING � LENGTH
W < Lu
u 171, io L -J,
ri
Ll N5256'59'7- 11 88.94' <� - PARCELD -I--, '11�
c- 0545 AC.
L-, j N2713-22-t-i 2.50' J(RAD)lz 'r
Lu C, I-J, L. Fl AVL 2261,125-28
CURVE TABLE
EL
NO. I DELTA I RADIUS 1 LENGTH cP.O.S.,
+'j 190.85'
Ci uj
Li i
PCL 'P.O.S.
'5
BENCHMARK, 0= AC. 4
'7575,20,w
L
ELEVATIONS ARE IN TERMS 0- 48.99'
S
THE. CITY Or ANAHEIM. BENCHMARK
NO. SA-215-8.3, ELEV=148,08 FT
U-1
14 f- N)4'34!40*W
(1983 ADJj PER PM 86-142 -
63.00,
F.M.5 232/15-19. 67,
S75-25'21%'39.00'
B'A C'
AIR RIGHTS PARCELS NOTE
4, 5.00'
PARCELS A, D, AND I ARE AIR RIGHT-, Z p) S75'25'20"Y,
PARCELS AND HAVE VERTICAL AND rn 33.00,
HORIZONTAL LIMITS. VERTiCAL LIMITS ARE f PCL A
PER PM, 56-142 P.M.B. 2321/15-19 AND L2 0.358 AC
ARF LISTED BELOW.: N1434'40N' 5.00'
ARE,n DESIGNATION VERTICAL LlMlll: PCL B
LOWER E—,-V. LIMIT 150.50'\ A 05, D.= AC.
UPPER ELEV'. LIMIT 18C.5C' :JAA'
LOWER ELEV- LIMIT = 150.50'
V)
UPPER ELEV. LIMIT SI434'40'---
NO ELEV. LIMITS
S75"25'20'W 10,75
SEE SHEET I &3 FOR VERTICAL 44".
CROSS-SECTION DETAILS
23 NI 4-34'40'W
Nt)lr-- S�5-131
AIRSPACE BENEATH ELEVATION 150.50' FOR PARCELS E3 AND C AND ABOVE ELEV.
15C,5D' FOR THOS: PORTIONS Or SAID PARC;ELS DESIGNATED AS AIRSPACE AREA
FIS A PART 0 PARCEL A.
T
DATE- SEPT 25,2015
SKETCH TO ACCOMPANY DESCRIPTION SCALE I'-BC'
Ala FUSCOE
It... AP 87=3.01
1 It I I I I I I I R 6 AIRSPACE PARCELS
16795 v- F.—, Sq. 100, IM-, cw#..ft 9126D6 SHEET 1OF3
FOR THE BARN
KA.:\MAPPING\873\]3\L--GALS\873013 AIR PARCELS -DWG
B-6
DOCSOC/1706855v23/02'-1363-001
!t\MAPPINC\873\'.3\LF-C_AS\873013 AIR PARCELS.DK'G
B-7
DOCSOC/1706855N,23/022363-001 �
ELEV = 18050'—
8050'--LJC�(pAR:
LJ �(p
A.R c—L fl?
1ss::
z o 170
ELEV = 15::.75'
20.50'
75 0
FARCE B
VARIES -- 36,75'
150
z
140
PARCEL A
�
1.5
0
2L 4c 60 8C 100
HORIZONTAL DISTANCE (FT)
SECTION A' -A`
li
ELEV = 150.50'
i
- 180
2.75'
we 180
t
Ly�_
'i.DAF?,.It
C �
Cr
1
160
VARIES
1sGPARCEL
HPA
aELEV = 150.5C'
140
Jr(� JJ
w. 130
0
20 40 60 80 100
HORIZONTAL DISTANCE (FT)l
SECTION $'-B'
DATE: SEPT 2.5� 2015
pp FUSCOE
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
SCALE 1' -ICY
84..
JN; 873D13.01
t e c I t t a I I c
AIRSPACE PARCELS
SHEET 2 OF 2
16796 Yon Ronnm, 50. IOP, Irj-, CW#.nwv 92606
IW 949.A7AA 960 a pm 949.474M19 n wwwkuame..mm
FOR THE BARN
!t\MAPPINC\873\'.3\LF-C_AS\873013 AIR PARCELS.DK'G
B-7
DOCSOC/1706855N,23/022363-001 �
C
FARCE -1i
20.x`
�PMRXcEL c
ELEV
PARCEL T
20 4c, 60 8C loc,
HORtZONTk- DISTANCE (FT)
SECTION C'
qql�
DATE: SEPT25 7015
.� SKETCH. TO ACCOMPANY LEGAL DESCMMON SCALE 2' 30'
AIRSPACE PARCELS
JN- 873.01301.
14r9s von Kannon, sv iD0,l�wnv, cam 976Q6 SHEET 3 OF 3
W 9d9.AU-1960 a {m 9'A9.,174M ib = www.heeodmm FOR THE BARN
M:\MAt° ING\873\73\L=GAL5\87307:i AER PARCEI;.DW:: (iv—Ot-15r
B-8
DOCSOC/1706855e23/022363-0015
190
ELEV = 18450'—_
3.25 —
u�
180+
I
�<
170+
160
leo
51.3
.�'_
z
0
_
140
PARCH A
I
130
t
I
C
FARCE -1i
20.x`
�PMRXcEL c
ELEV
PARCEL T
20 4c, 60 8C loc,
HORtZONTk- DISTANCE (FT)
SECTION C'
qql�
DATE: SEPT25 7015
.� SKETCH. TO ACCOMPANY LEGAL DESCMMON SCALE 2' 30'
AIRSPACE PARCELS
JN- 873.01301.
14r9s von Kannon, sv iD0,l�wnv, cam 976Q6 SHEET 3 OF 3
W 9d9.AU-1960 a {m 9'A9.,174M ib = www.heeodmm FOR THE BARN
M:\MAt° ING\873\73\L=GAL5\87307:i AER PARCEI;.DW:: (iv—Ot-15r
B-8
DOCSOC/1706855e23/022363-0015
PROJECT #4: BURNS & ORGERON PROPERTY
BURNS
LOT 33 OF TRACT NO. 212 IN THE CIT)' OF ANAHEIM. COUNTY OF ORANGE. STATE OF
CALIFORNIA. AS PER MAP RECORDER Il` BOOK 't-3 PAGE(S) 1 OF MISCELLANEOUS MAPS
IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA.
APN: 251-071-24, and
ORGERON
BEGINNING AT THE SOUTHEAST CORNER OF VINEYARD LOT G-4. AS PER MAP THEREOF
RECORDED IN BOOK 4. PAGE 630 OF DEEDS, RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA AND RUNNING THENCE VAIESTERLY ALONG THE SOUTH LINE OF SAID
VINEYARD LOT 209 FEET: THENCE AT RIGHT ANGLES NORTHERLY PARALLEL WITH THE
WESTERLY LINE OF SAID VINEYARD LOT, 126.69 FEET: THENCE AT RIGHT ANGLES
EASTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID VINEYARD LOT. 209 FEET
MORE OR LESS. TO THE EASTERLY LINE OF SAID VINEYARD LOT: THENCE AT RIGHT
ANGLES SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT, 126.69 FEET MORE OR
LESS. TO THE SOUTHEAST CORNER OF SAID VINEYARD LOT AND THE POINT OF
BEGINNING.
EXCEPT THEREFROM THE EASTERLY 9 FEET.
ALSO EXCEPT THE SOUTHERLY 21.75 FEET THEREOF CONVEYED TO THE CITY OF
ANAHEIM. FOR WIDENING WEST WATER STREET BY DEED RECORDED APRIL 16,194-7, AS
INSTRUMENT NO. 16282 IN BOOK 1521. PAGE 70 OF OFFICIAL RECORDS. IN THE OFFICE OF
THE COUNTY RECORDER OF SAID ORANGE COUNTY.
APN: 251-071-23
B-9
DOCSOC/1706855v23/022363-001
EXHIBIT C
SCOPE OF DEVELOPMENT
Unless otherwise specified herein, all capitalized terms in the Scope of Development shall have
the meaning(s) set forth in this Disposition and Development Agreement (DDA) to which this Scope of
Development is attached.
PROJECT SITE 1: PACKING DISTRICT
a. Packing House - Completed
b. Packard Building - Completed
C. Farmers Park — Landscape and Hardscape Completed
Developer is not obligated to construct anv additional improvements, however. the
Developer may choose to construct anv or all of the improvements described below, the specifics
of which are subject to the review and approval of the Cite Manager.
Greenhouse —New construction of an approximately 1.800 s.f caf6 building with
a strong indoor/outdoor relationship with the existing olive grove patio.
Farmhouse- New construction of an approximately 1,400 s.f. caf6 building that
opens to Farmers Park and additional patio space to the east of the building.
Pavilion— New construction of an approximately 2,000 s.f. open-air market
pavilion for use during Farmers Markets, Craft Fairs and other such events.
d. MAKE - Restoration of an approximately 10, 510 s.f. 1917 single story
warehouse to house three to four new makers (brewery. winery and others) to produce on site.
The new users will share a central common space and a shared outdoor garden patio filled with a
tree grove and seating. Plans are approved, land entitlements are in place, and project is under
construction.'
PROJECT SITE 2: HomeMADE PROJECT
A mixed use project comprised of a minimum of 20 units and maximum of 80 townhouse type
apartments units developed as live work units. The project will have garden spaces that open to Santa
Ana St. to create an inviting "neighborhood porch" frontage along the street. Units will have the unique
ability to open to the public on occasion for communal dining.
The Developer will provide for all on-site parking as required, as well as utility services from
existing sources.
Developer's affiliate Packing House LLC is acting as construction services manager under the Management
& Operations Agreement to complete certain Tenant Improvements pursuant to the Lease between City of Anaheim,
as Successor Agency and Developer dated 9/18/14 pertaining to the MAKE building. The Applicable Developer
Improvements are to be considered the same as the Tenant Improvements identified in the Lease.
DOCSOC/1706855v23/022363-0015
PROJECT SITE 3: BARN (BUSINESS ARTIST RESIDENCE NETWORK)
The BARN will be a new 2 story building with retail. restaurant and office uses. In addition. a
multi-level apartment building. or as an alternative a hotel development if such hotel units are allowed by
the City acting in its sole and absolute discretion. will be constructed behind the BARN and will fit the
urban scale and architecture of the remainder of Center Street development.
The commercial component is a minimum of 5.000 s.f. and a maximum of 18,000 s.f. and the
residential is a minimum of 10 units and maximum of 25 units.
The Developer will be required to construct one exclusive parking space on site per each
residential unit and provide for all utility services from existing sources. All other required parking will
be made available to the Developer pursuant to Section 312 of the DDA.
PROJECT SITE 4: BURNS HOUSE 8. ORGERON BARREL BUILDING
An approximately 2.750 s.f. historic Craftsman home will be restored on the site and the
approximately 5.600 s.f. barrel vaulted ceiling building will be adaptively reused. The remainder of the
site will be developed with new buildings consisting of up to 16 residential units . The site will be
landscaped to fit the character of the original craftsman home and create a green respite along Anaheim
Boulevard.
The Developer will provide for all on-site parking as required, as well as utility services from
existing sources. except as otherwise provided in the Parking Easement Agreement.
All of the foregoing shall be subject to the issuance of all applicable Land Use Approvals and
compliance with all applicable laws and ordinances pertaining thereto. including without limitation,
CEQA.
This Scope of Development does not commit the City to consider or undertake acts or activities
requiring subsequent independent exercise of discretion, including, but not limited to, the approval of any
development proposal or Land Use Approval governing any Project Site. The Developer hereby agrees
that the City retains discretion on potential future actions to approve, deny. modify, and consider
alternatives to a proposed project whether included herein or otherwise, as well as to impose adequate
mitigation measures as may be required by the California Environmental Quality Act.
C-2
DOCSOC/1706855v23/022363-0015
EXHIBIT D
SCHEDULE OF PERFORMANCE
CONVEYANCE OF THE PROPERTY
No. Provision/Description Schedule/Timing DDA Reference
Escrow. The City and Developer stall No later than ten (10) days §201.3
open one escrow for the conveyance of after the Effective Date of
the Property. this Agreement.
2 Review of Title. City shall cause Title No later than ten (10) days §202
Company to deliver Preliminary Title after the Date of the this
Report, together with all documents Agreement.
underlying the exceptions, and an
ALTA survey.
Developer gives written notice to City
and Escrow Holder either approving or
disapproving Exceptions
City and Developer attempt to remove
or modify - or seek title insurance for -
Exceptions that are unacceptable to
Developer. Developer proceeds to
Closing and accepts title or terminates
Agreement.
No later than thirty (30)
days from the date of receipt
of the items listed in 2.
above to provide written
notice of approval or
disapproval.
No later than thirty (3 0)
days from the date of the
receipt of Developer's
written notice disapproving
Exceptions, if applicable.
3 Property Investigation. City shall Completed
transmit to Developer all information in
City's possession with respect to the
environmental and physical condition of
the Property.
The Developer shall approve or Thirty (30) days from the
disapprove the Property condition. Date of the Agreement.
4 Conditions of Closing. Close of Escrow Prior tc the Close of
is conditioned upon the satisfaction or Escrow
waiver by Developer and/or City, as
applicable, of each of the Conditions
Precedent.
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DOCSOC/1706855v23/022363-0015
§201 and 204.1
§205
§20.5
CONVEYANCE OF THE PROPERTY
No. Provision/Description
5 Purchase and Sale.
1. The parties shall deliver cash and
documents as required by the DDA to
the Escrow Holder.
2. Developer shall pay the remainder of
Purchase Price
6 Close of Escrow.
Schedule/Timing
On or before the day prior
to the scheduled Closing.
Prior to the Close of Escrow
of the Site.
Within ten (10) days
following satisfaction (or
waiver) of all Conditions
Precedent, but in no event
later than the Outside
Closing Date (December
31.2016).
DDA Reference
§204
§201.3 and §205
7 Issuance of Title Insurance and Concurrently with Close of §203
Recordation of Grant Deed. Escrow.
Concurrently with the recordation of the
Grant Deeds. Developer shall be issued
the Title Policies.
DEVELOPMENT OF PROJECT SITES
PROJECT SITE NO. 1
With the exception of the MAKE Building, all other Developer Improvements on Project Site No. 1
are completed.
No. Provision/Description
1 Complete Construction of Applicable
Developer Improvements. Developer
shall complete the construction of the
Applicable Developer Improvements.
Schedule/Timing DDA
Reference
Within 8 months from
Commencement of
Construction (February 29,
2016).
2 Notice of Completion. Developer's Upon receipt of the
Contractor to complete a Notice of Certificate of Occupancy of
Completion when Applicable Developer the Applicable Developer
Improvements are completed for Improvements.
recordation.
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DOCSOC/13 706855N 23/022363-0015
PROJECT SITES 2, 3 AND 4
The Parties agree that the Developer Improvements shall be constructed on a phased basis.
Developer Improvements for all Project Sites must be completed within 66 (sixty-six) months
from the Closing Date. The order in which Project: Sites No. 2, 3. and 4 are developed shall be
mutually agreed upon by the City Manager and Developer. In the event that the Developer
chooses to submit Land Use Approval applications for any of the Projects sooner than this
Schedule indicates, the construction may commence for that Project no later than twelve (12)
months, in the case of Project Site Nos. 2 and 4. or eighteen (18) months in the case of Project
Site No. 3. following the date on which construction on the prior phase is required to commence.
No. Provision/Description Schedule/Timing DDA Reference
1 Land Use Approvals - Applications for Land Use §303
Application Approvals shall be
submitted to the City for the
first Project to be
constructed no later than
sixtv (60) days from the
Closing Date.
2 Land Use Approvals.
Application for Land Use
Developer shall secure any and
Approvals shall be
all land use approvals which
approved, conditionally
the City may require for the
approved, or rejected by the
construction and operation of
Citv no later than twelve
the Applicable Developer
(12) months from
Improvements
application submittal with
respect to Project Site No. 2
or Project Site No. 4 (vs.
actual). On or before
ejghteen (18) months from
the scheduled date for
submittal of applications for
Land Use Approval for
Project with respect to Site
No. 3.
Submittal and Approval of Concurrently with Approval
Conceptual Site Plan and of the Agreement by Cit}'
Basic Concept Drawings. City Council.
approves, conditionally
approves or rejects Conceptual
Site Plan and Basic Concept
Drawings.
Submittal - Design Concurrently with Submittal Exhibit P - Design
Development Drawings. of Land Use/Entitlement Review Process
D-3
DOCSOC/1706855v23/022363-0015
PROJECT SITES 2. 3 AND 4
Developer prepares and Application.
submits to Citv Manager
Design Development
Drawings for the Applicable
Developer Improvements
Approval of Design No later than thirty (30)
Development Drawings. Citi days after submittal of a
Manager approves. complete package.
conditionally approves.
conditionally approves or
disapproves Design
Development Drawings for the
Applicable Developer
Improvements
Submittal - Construction Within fourteen (14) weeks
Drawings. Developer following the approval of
prepares and submits the Design Development
Construction Drawings to City Drawings.
for the Applicable Developer
Improvements.
Approval of Construction No later than sixty (60) days
Drawings. City approves or after submittal of a complete
disapproves Construction package
Drawings for the Applicable
Developer Improvements.
Building Permits. Developer On or before thirtv (30) days
posts required security, and
prior to the date on which
deposits funds with the City or
construction is scheduled to
sets aside funds in a manner
commence for the
satisfactory to the City
Applicable Developer
Manager to secure payment of
Improvements.
all fees that are required for
construction of the Applicable
Developer Improvements by
the Cit,, and other public
agencies for which the City
acts as a depository for fees.
Commence Construction of On or before twelve (12)
Applicable Developer months following the
Improvements. Developer to scheduled date (vs actual
D-4
DOCSOC/1706355v23/022363-0015
PROJECT SITES 2, 3 AND 4
begin construction of the
Applicable Developer
Improvements
The Developer shall
commence the construction of
the Developer Improvements.
10 Complete Construction of
Applicable Developer
Improvements. Developer to
complete the Applicable
Developer Improvements.
11 Release of Covenants. City to
furnish Developer with the
Release of Covenants for the
Applicable Developer
Improvements
date) for submittal of
applications for Land Use
Approval if Project site No.
2.r Project No. 4 is the first
Project. On or before
eighteen (18) months
following the scheduled date
(vs actual date) for submittal
of applications for Land Use
Approvals if Project Site
No. 3 is the first Project.
Within twelve (12) months
from commencement of
construction with respect to
Project Nos. 2 and 4.
Within eighteen (18) months
from commencement of
construction with respect to
Project No. 3
After Completion of the
Applicable Developer
Improvements and within
thirty (30) days after written
request from Developer
§312
The foregoing schedule is subject to change based upon the changes mutually approved in
writing by the Parties and Events of Enforced Delay. In addition, in the event of any conflict
between the schedule and timing set forth in this Exhibit D and the schedule and timing set forth
in the text of the Agreement. the text of the Agreement shall prevail.
D-5
DOCSOC/1706855v23/022363-001
made
EXHIBIT E
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUIVIP"FION AGREEMENT (the "Assignment") is hereby
as of 20 by and between a
(` ). and a
('Assignee").
RECITALS
A. Assignor and the City of Anaheim (the "City") have entered a Disposition and
Development Agreement dated 20 (the "DDA"). Pursuant to the DDA. the City
agreed to convey [or conveyed] to the Assignor a parcel of real propertv referred to in the DDA as the
"Property/Project Site," and the Assignor agreed to construct [among other things]
thereon.
B. Assignor and Assignee desire to provide by this Assignment for Assignor to assign to
Assignee all of its rights and obligations under the DDA and for Assignee to accept such assignment and
assume all rights and obligations thereunder.
C. Pursuant to Section 103 of the DDA. City approval of a Transfer of Assignor's interest in
the DDA is required in connection with the construction of
D. The parties also desire for City to consent to such assignment and assumption. and
acknowledge that such assignment and assumption is permitted pursuant to Section 103 of the DDA.
NOW, THEREFORE. Assignor and Assignee hereby agree as follows:
1. Assignment and Assumption. Assignor hereby assigns to Assignee all of its right, title
and interest in and to the DDA as the DDA pertains to Project Site _ (the "Project Site") but not as to the
remainder of the Property, and Assignee hereby accepts such assignment and assumes performance of all
terms, covenants and conditions on the part of Assignor to be performed. occurring or arising under the
DDA pertaining to the Project Site. from and after the date hereof with respect to
. From and after the date hereof. Assignor shall be released
from and have no further obligations under those provisions of the DDA pertaining only to the Project
Site, excluding actual claims of Default which City made against Assignor in writing prior to the date
hereof. the responsibility for which claims have not been assumed by Assignee.
2. Remainder of Property. Transferor remains responsible to perform under the DDA as
the DDA pertains to all of the Property excepting only as otherwise provided in Section 1 hereof.
3. Successors and Assigns. This Assignment shall be binding upon and shall inure to the
benefit of Assignor and Assignee. their respective successors and assigns and City as third party
beneficiary hereof.
4. Governing Law. This Assignment has been entered into. is to be performed entirely
within, and shall be governed by and construed in accordance with the laws of the State of California.
DOCSOC/1706855v23/022363-001
5. Further Assurances. Each party hereto covenants and agrees to perform all acts and
things. and to prepare. execute. and deliver such written agreements, documents. and instruments as may
be reasonably necessary to carry out the terms and provisions of this Assignment.
above.
NOW, THEREFORE, the parties hereto have executed this Assignment as of the date set forth
ASSIGNOR:
a
By:
Its:
By:
Its:
ASSIGNEE:
I�
Its:
E-2
DOCSOC/1706855% 23/022363-0015
a
CONSENT OF CITY TO ASSIGNMENT
City hereby acknowledges and consents to the above assignment, and releases Assignor from
further liability under the DDA to the extent described in Sections 1 and 2 of this Assignment., except in
Assignor's capacity as a member of Assignee.
CITY:
CITY OF ANAHEIM, a California municipal
corporation and charter city
Dated: , 2G By:
City Manager
ATTEST:
LINDA N. ANDAL, CITY CLERK
Cite Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Revnolds
Assistant CinT Attorney
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DOCSOC/1706855v23/022363-001
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
AND SEND TAX STATEMENTS TO:
Lab Holding, LLC
709 Randolph Avenue
Costa Mesa, California 92626
Attention: Shaheen Sadeghi
APN:
EXHIBIT F
GIANT DEED
DOCUMENTARY TRANSFER TAX
computed on the consideration or value of proper
t-,\
OR
computed on the consideration or value less liens or
encumbrances remaining at time of sale.
Signature of Declarant or Agent determining tax - Firm Name.
GRANT DEED
For valuable consideration. receipt of which is hereby acknowledged, the City of Anaheim, a
California municipal corporation and charter city ("Grantor" or "City") grants to Lab Holding. LLC, a
California limited liability company ("Grantee" or "Developer") that real property in the City of
Anaheim. County of Orange. State of California. described in Exhibit "A" hereto (the "Property"). subject
to the following:
A. The Grantee shall refrain from restricting the rental, sale or lease of the applicable portion
of the Property or the "Developer Improvements' (as defined in that certain unrecorded agreement
entitled "Disposition and Development Agreement" dated as of 2016. by and between
Grantor and Grantee [the "DDA"], a copy of which is on file with the City as a public record) on the basis
of race, color. creed, religion, sex, marital status, national origin or ancestry of any person. All
capitalized terms not defined herein shall have the respective meanings established therefor in the DDA.
F-1
DOCSOC/1706355v23/022363-001
All such deeds, leases or contracts shall contain or be subject to substantially the following
nondiscrimination or nonsegregation clauses:
1. In deeds: "The grantee herein covenants by and for himself or herself: his or her
heirs, executors. administrators. and assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation o," ani person or group of persons on account of any
basis listed in subdivision (a) or (d) of Section 12955 of the Government Code. as those bases are defined
in Sections 12926. 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955. and
Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use. occupancy. tenure, or
enjoyment of the premises herein conveyed. nor shall the grantee or any person claiming under or through
him or her. establish or permit anypractice or practices of discrimination or segregation with reference to
the selection. location, number. use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in
the premises herein conveyed. The foregoing covenants shall run with the land."
2. In leases: "The lessee herein covenants by and for himself or herself. his or her
heirs. executors. administrators, and assigns.. and all persons claiming under or through him or her, and
this lease is made and accepted upon and subject to the following conditions:
"That there shall be no discrimination against or segregation of
any person or group of persons, on account of any basis listed in
subdivision (a) or (d) of Section 12955 of the Government Code,
as those bases are defined in Sections 12926, 12926.1,
subdivision (in) and paragraph (1) of subdivision (p) of
Section 12955, and Section 12955.2 of the Government Code, in
the leasing, subleasing, transferring, use, occupancy, tenure, or
enjoyment of the premises herein leased nor shall the lessee
himself or herself. or any person claiming under or through him
or her. establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use. or occupancy. of tenants. lessees,
sublessees, subtenants. or vendees in the premises herein
leased."
3. In contracts: "There shall be no discrimination against or segregation of any
person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926. 12926. 1. subdivision (m) and paragraph
(1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale. lease,
sublease, transfer, use, occupancy. tenure, or enjoyment of the premises which are the subject of this
Agreement, nor shall the grantee or any person claiming under or through him or her. establish or permit
any practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees. subtenants, sublessees, or vendees in the premises herein
conveyed. The foregoing covenants shall run with the land."
The covenants against discrimination, set forth in this Section B shall continue in effect
in perpetuity.
B. No violation or breach of the covenants.. conditions, restrictions, provisions or limitations
contained in this Grant Deed shall defeat or render invalid or in anv way impair the lien or charge of any
mortgage or deed of trust or security interest permitted by this Grant Deed or the DDA; provided,
however, that any subsequent owner of the Property shall be bound by such remaining covenants,
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DOCSOC/1706855v23/022363-0015
conditions, restrictions, limitations and provisions, whether such owner's title was acquired by
foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise.
C. All of the terms, covenants and conditions of this Grant Deed shall be binding upon the
Grantee and its successors and assigns. Whenever the term "Grantee" is used in this Grant Deed. such
term shall include any other successors and assigns as herein provided.
D. After the Closing and prior to recordation of Construction Financing, the City has the
right, at its election, to re-enter and take possession of the Applicable Project Site(s) (Project Site No. 2,
Project No. 3 and/or Project Site No. 4 only. as each of such Project Sites is defined in the DDA) and
terminate and Revest in the City the estate conveyed to the Developer of the Applicable Project Site if,
after the Closing and prior to the recording of Construction Financing on the Applicable Project Site (i.e.,
Project Site No, 2, Project Site No. 3, and/or Project No. 4 only), Developer fails to start the Construction
of the Applicable Developer Improvements as required by the DDA for a period of ninety (90) days after
Notice thereof from the City. subject to extension pursuant to Section 602 of the DDA. upon the
following payment to the Developer:
Project Site No. 2 $1,000.000
Project Site No. 3 $1,000,000
Project Site No. 4 $1.000.000
E After the recordation and funding of Construction Financing, without limiting the rights
as set forth in Section 311, 501. 502 of the DDA and without affecting the priority of the lien of the
Holder's deed of trust or mortgage. the City has the right, at its election, to reenter and take possession of
the Applicable Project Site(s) with all Applicable Developer Improvements thereon, and terminate and
Revest in the City the estate conveyed to the Developer only if after the recordation and funding of
Construction financing and prior to the issuance of the final Release of Construction Covenants. the
Developer (or its successors in interest) shall: (i) fail to start the construction of the Applicable Developer
Improvements as required by this Agreement for a period of ninety (90) days after Notice thereof from
the City subject to extension pursuant to Section 602 of the DDA : or (ii) abandon or substantially
suspend construction of the Applicable Developer Improvements required by this Agreement for a period
of ninety (90) days after Notice thereof from the City subject to extension pursuant to Section 602 of the
DDA: or (iii) contrary to the provisions of Section 103 of the DDA. Transfer or suffer any involuntary
Transfer in violation of the DDA, and such Transfer, if it is a Transfer requiring approval by the City, is
not rescinded within thirty (30) days of Notice thereof from City to Developer.
F. The right to reenter, terminate and Revest (as set forth in paragraphs D and E hereof) is
subject to the quiet enjoyment. and, if applicable, the right to continue to Complete construction by (i)
tenants or other occupants who have (a) executed leases or subleases and (b) incurred substantial
expenses in connection with the design and/or construction of improvements required to be constructed
by such tenant under such lease or sublease and (ii) Developer, in the case where the Developer is in
Default and. vis a vis a Holder or its Nominee. shall be exercisable only if: (i) Such Holder (or its
Nominee) (a) shall have failed to cure any Default within the applicable cure periods granted to such
Holder (or its Nominee), or (b) shall have given City written notice that it will not cure any such Default
or condition or that it will otherwise not comply with the terms and conditions of the DDA, and (ii) City,
within ninety (90) days after the occurrence of anv events described in subparagraph (1.) immediately
above. shall commence the exercise of its Right of Entry and shall pay to Holder (or its Nominee) in
immediately available funds. the Loan Balance prior to Revesting. In the event of a failure or refusal to
F-3
DOCSOC/1706855v°23/022363-0015
cure a Default, as described in subparagraph (1.) above. City's sole remedy vis a vis Holder shall be the
exercise of the re-entry right and Revesting in accordance herewith.
G. The conditions to the commencement of the exercise of the Citv's right to re-enter and
Revest as described in D and E above shall be applicable whether the re-entry and Revesting occurs (a)
prior to foreclosure (or deed in lieu of foreclosure) by the: Holder (or its Nominee) under its mortgage or
deed of trust; or (b) after Holder (or its Nominee) acquires title to the Property by foreclosure (or deed -in -
lieu of foreclosure) under its mortgage or deed of trust.
H. Upon the Revesting in the City of title to the Property. as provided in this Section 503.
the City shall, pursuant to its responsibilities under state law. use its reasonable efforts to resell the
Property, as soon and in such manner as the City shall find feasible and consistent with the objectives of
such law, as it exists or may be amended, to a qualified and responsible party or parties (as determined by
the City) who will assume the obligation of constructing or Completing the Applicable Developer
Improvements. or such improvements in their stead as shall be satisfactory to the City in its sole and
absolute discretion.
(i) First. to reimburse the City. on its own behalf or on behalf of the City. all costs
and expenses incurred by the City. excluding City staff costs. but specifically. including, but not limited
to. any expenditures by the City in connection with the recapture. management and resale of the Property
(but less any income derived by the City from the applicable Project Site, or part thereof in connection
with such management); all taxes, assessments and water or sewer charges with respect to the applicable
Project Site. or part thereof which the Developer has not paid (or. in the event that the applicable Project
Site is exempt from taxation or assessment of such charges during the period of ownership thereof by the
City. an amount, if paid. equal to such taxes. assessments. or charges as would have been payable if the
applicable Project Site were not so exempt):. any payments made or necessary to be made to discharge any
encumbrances or liens existing on the applicable Project Site at the time or Revesting of title thereto in the
City. or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due
to obligations. defaults or acts of the Developer. its successors or transferees: any expenditures made or
obligations incurred with respect to the constructing or Completion of the Applicable Developer
improvements or any part thereof on the applicable Project Site: and any amounts otherwise owing the
City. and in the event additional proceeds are thereafter available. then
(ii) Second. to reimburse the Developer. its successor or transferee. up to the amount
equal to the sum of (a) actual and direct third party costs incurred by the Developer for the Applicable
Developer Improvements existing on the Applicable Project Site, at the time of the re-entry and
possession. less (b) any gains or net income received by the Developer from the Propert). or the
improvements thereon.
Any balance remaining after such reimbursements shall be retained by the City as its property.
The rights established in this Section H. except as may otherwise be provided in this Section H. are not
intended to be exclusive of any other right, power or remedy. but each and every such right. power. and
remedy shall be cumulative and concurrent and shall be in addition to any other right. power and remedy
authorized 'herein or now or hereafter existing at law or in equity. These rights are to be interpreted in
light of the fact that the City, will have conveyed the Site. to the Developer for development purposes. and
not for speculation in undeveloped land.
1. The Property is conveyed to Grantee subject to "Surviving Covenants "Surviving
Covenants" means the covenants. obligations and promises of Developer hereunden including without
limitation the covenants. obligations and promises set forth in Section 103, 103.1 103.3. 103.4, 2041,
204.3. 204.4. 304 through 309. inclusive. 31 1.4. 312, 400. 401, 503. 603. 604, and 624 of the DDA. The
F-4
DOCSOC/I 7063»x23/022363-001;
Surviving Covenants shall survive the Closing. run with the land and be binding upon heirs, successors
and assigns of Developer. The Covenants contained in Sections 10' ). 401 of the DDA, and the Declaration
C�
shall remain in effect in accordance with their respective terms. The Covenants contained in Sections
204.3. 204.41.307, 3091. 401.1. 402, 403. and 603 ofthe DDA shall remain in effect in perpetuity.
J. All covenants without regard to technical classification or designation shall be binding
for the benefit of the Grantor and its respective successors and assigns. Such covenants shall be
covenants running with the land in favor of the Grantor and its respective successors and assigns for the
entire period during, which such covenants shall be in force and effect. without regard to whether the
Grantor is or remains an owner of ariv land or interest therein to which such covenants relate. The
Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights
and remedies and to maintain any actions at iaw or suits in equity or other proper proceedings to enforce
the curing of such breach.
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DOCSOC/1706855N 23/022363-001
IN WITNESS WHEREOF. the Grantor and Grantee have caused this instrument to be executed
on their behalf by their respective officers hereunto duly authorized, this day of
. 20
GRANTOR:
CITY OF ANAHEIM, a California municipal
corporation and charter city
Dated: .20 By:
City Manager
ATTEST:
LINDA N. ANDAL, CITY CLERK
City Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant Cite Attorney
The undersigned Grantee accepts title subject to the covenants hereinabove set forth.
GRANTEE:
a
Dated: .20 By:
Its:
F-6
DOCSOC/1706855v23/022363-001
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness. accuracy. or validity of that
document.
STATE OF CALIFORNIA
COUNTY OF
On
personally appeared _
, before me.
)
ss.
(Print Name of Notary Public)
, Notary Public.
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
Title(s)
Partner(s) ❑ Limited
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s)6r Entity(ies)
DOCSOC/1706855 23/02'_363-0015
❑ General
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
Signer(s) Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached. and not the truthfulness, accuracy, or validity of that
document.
STATE OF CALIFORNIA
ss'
COUNTY OF
On before me, , Notary Public,
(Print Name of Notary Public)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person{s)
s) whose names) 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature ot Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
E] Individual
0 Corporate Officer
7
13
Ej
Title(s)
Partner(s) El Limited
Attorney -In -Fact
Trustee( s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
DOCSOC/i706855N,23/02236' —001 S
El General
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
Signer(s) Other Than Named Above
EXHIBIT G
CONCEPTUAL SITE PLAN AND BASIC CONCEPT DRAWINGS
Proiect Site No. 2 — HomeMADE
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THE MIX OF USES FOR BARN REPRESENTS AN
OPPORTUNITY'TO CREATE A VIBRANT PLACE
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G-14
DOCSOC/1706855N,23/01_2363-001
ARTISTS IN RESIDENCE
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EXHIBIT H
PARKING EASEMENT AGREEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO
City of Anaheim
201 S. Anaheim Boulevard
Anaheim. California 92805
Attn: Communitv Development Director
With a copy to:
Lab Holding. LLC
709 Randolph Avenue
Costa Mesa. California 92626
Attention: Shaheen Sadeghi
RECORDED FOR THE BENEFIT OF THE CITY OF ANAHEIM AND IS EXEMPT FROM
FEE PER GOVERNMENT CODE §§ 27383 AND 6103
PARKING EASEMENT AGREEMENT
This PARKING EASEMENT AGREEMENT (this "Agreement") is entered into as of
. 2016. by and between the CITY OF ANAHEIM. a California municipal corporation
and charter city and municipal corporation (the "City"'), and LAB HOLDINGS, LLC_. a California
limited liability company (the "Developer').
RECITALS
A. The City and Developer entered into that certain Disposition and Development
Agreement dated for purposes of identification only as of 2016 (as may be amended
from time to time, the "DDA"). The DDA provides for. among other things, the development of
certain real property located in Anaheim. California, referred to in the DDA as "Project Site No. 1."
which is also sometimes referred to as the* "Packing District." Project Site No. 1 includes a two-story
restaurant and retail development known as the "Packing House." a single -story retail development
occupied by a restaurant and brewery, known as the "Packard Building." a park known as "Farmers
Park" and another parcel currently being developed by the Developer with an approximately 10.500
square foot warehouse divided into several areas appropriate for private operation as a brewery.
winery, or other food or beverage producer with indoor and outdoor areas known as the "MAKE
Building."
B. City owns three parcels of real property which are developed with surface parking
lots as follows:
EXHIBIT 1i -I
DOCSOC/] 70685523/022363-001;
"Parking Lot 1" (APN 037-023-09)-46 spaces
"Parking Lot 2" (portion of APN 251-084-02) — 52 spaces
"Parking Lot 3" (portion of APN 251-081-23 } — 19 spaces
Parking Lot 1, Parking Lot 2 and Parking Lot 3 are referred to in this Agreement each
individually as a "Parking Lot' and collectively as the "Parking Lots."
C. In order to facilitate the development and operation of the Packing, District as
contemplated by the DDA. the Citv and Developer have entered into this Agreement pursuant to
which the Citv will provide perpetual easements for the use of Parking Spaces within the Parking
Lots. for the benefit of the Packing District and the public" on the terms and conditions contained
herein.
NOW. THEREFORE, in consideration of the mutual covenants and promises set forth herein,
the parties hereby agree as follows:
1. Definitions. The following capitalized terms used in this Agreement shall have the
following meanings:
"Alterations" is defined in Section 9 hereof.
"Benefited PropeM" means. collectively, the Packing House. the Packard Building,
Farmers Park and the MAKE Building.
"Burdened PropertA" means Parking Lot 1. Parking Lot 2 and Parking Lot 3.
is defined in the preamble of this Agreement.
"City FF&E" is defined in Section 13 hereof.
"Customers" means the customers and invitees of the retail tenants of Project Site
No. 1.
"Dail, ParkinQ Rates" means any payment made by a Customen the public or other
user of a Parking Lot for parking on a daily basis. The Daily Parking Rates shall be determined from
time to time by the Developer and shall not exceed the prevailing market rate for comparable garages
in the City.
Saturday.
"DDA" is defined in Recital A hereof.
"Default" is defined in Section 20.1 hereof.
"Designated Business Hours" means 8:00 a.m. to 12:30 a.m. Sunday through
"Developer"is defined in the preamble of this Agreement.
"Director" means the City's Community Development Director.
EXHIBIT H-2
DOCSOC/1706855v23/022363-0015
"Easements" means the easements granted to the Developer pursuant to Section 2 of
this Agreement.
"Effective Date- means the date upon which fee title to the Benefited Property is
conveyed to the Developer.
"Estoppel Certificate- is defined in Section 23.3.
"Environmental Laws" means (i) Sections 25115, 251171, 25122.7 or 25140 of the
California Health and Safer\- Code. Division 20. Chapter 6.5 (Hazardous Waste Control Law)).
(ii) Section 25,316 of the California Health and Safery, Code. Division 20. Chapter 6.8 (Carpenter -
Presley -Tanner Hazardous Substance Account Act). (iii) Section 25501 of the California Health and
Safety Code. Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and
Inventory), (iv) Section 25281 of the California Health and Safery, Code. Division 20, Chapter 6.7
(Underground Storage of Hazardous Substances), (v) Article 9 or Article 11 of Title 22 of the
California Administrative Code, Division 4, Chapter 20, (vi) Section 311 of the Clean Water Act (33
U.S.C. §1317), (vii) Section 1004 of the Resource Conservation and Recovery Act. 42 U.S.C. §6901
et seq. (42 U.S.C. §6903) or (viii) Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. §6901 et seq.
"Farmers Park'' is located within the Packing District as shown on the Site Map.
"FF&E" means collectively. all furniture, fixtures and equipment.
"Hazardous Materials" means anv substance, material, or waste which is or becomes
regulated by any local governmental authority. the State of California. or the United States
Government. including, but not limited to, any material or substance which is (i) defined as a
"hazardous waste". "acutely hazardous waste". "extremely hazardous waste". or "restricted
hazardous waste'' under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the
California Health and Safety_ Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law),
(ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safery
Code. Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act),
(iii) defined as a "hazardous material". "hazardous substance". or "hazardous waste" under
Section 25501 of the California Health and Safety Code,, Division 20. Chapter 6.95 (Hazardous
Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under
Section 25,281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground
Storage of Hazardous Substances), (v) petroleum. (vi) asbestos, (vii) polychlorinated byphenyls,
(viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous'' pursuant to Article
11 of Title 22 of the California Code of Regulations, Chapter 20. (ix) designated as "hazardous
substances" pursuant to Section 31 1 of the Clean Water Act (33 U.S.C. Section 1317), (x) defined as
a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act,
42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903). (xi) defined as "hazardous substances"
pursuant to Section 101 of the Comprehensive Environmental Response. Compensation. and
Liability' Act, 42 U.S.C. Section 9601 et seq.. (xii) methyl -tertiary butyl ether. or (xiii) any other
substance. whether in the form of a solid, liquid, gas or any other form whatsoever. which by anv
Governmental Requirements either requires special handling in its use, transportation, generation.
collection, storage, handling, treatment or disposal, or is defined as "hazardous" or harmful to the
environment.
EXHIBIT H-3
DOCSOC/1706855v23/022363-0015
"Indemnitees" means the Cite and its representatives, officials. employees, volunteers
and agents.
"Interest Rate" means the prime rate. as published in the Wall Street Journal from
time to time. or if the Wall Street Journal is no longer published, an equivalent rate selected by the
Parties.
"Laws and Regulations" is defined in Section 14.1 hereof.
"Liabilities" means liabilities, suits. actions. claims, demands, penalties, damages
(including without limitation, penalties, fines. and monetary sanctions), giving rise to losses, costs or
expenses (including, without limitation, consultants' fees, and reasonable attorneys' fees) of any kind
or nature and for any damages. including damages to property or injuries to persons, including
accidental death, (including reasonable attorneys' fees and costs in connection therewith).
"MAKE Building- is located within the Packing District as shown on the Site Map.
"Matters of Record" means all easements. agreements, rights-of-way. liens..
covenants. conditions, or restrictions of any nature now or hereafter affecting the Benefited Property
or Burdened Property or any part thereof and constituting a matter of public record.
"Mortgage" is defined in Section 13.1 hereof.
"Mortaagee" is defined in Section 13.1 hereof.
"Official Records" means the official records of Orange County, California.
"Developer FF&E" is defined in Section 13 hereof.
"Packard Building" is located within the Packing District as shown on the Site Map.
"Packing District" means., collectively, the Packard Building, Farmers Park, Packing
House, MAKE Building and surrounding property as shown on the Project Site Map.
"Packing House" is located within the Packing District as shown on the Site Map.
"Parkin, Lots" is defined in Recital E hereof. The legal description of the Parking
Lots is attached hereto as Attachment No. 2.
"Parking Operator" is defined in Section 8 hereof.
"Parking Revenues" means all revenues generated by the operation of the Parking
Lots.
"Parking Rules" is defined in Section 5 hereof.
"Parking Spaces" means 117 parking spaces for non-exclusive use by the Developer
and its Customers anywhere in the Parking Lots.
"Party" means each of the Developer and City. who are jointly, the "Parties."
EXHIBIT H-4
DOCSOC/1706855x23/022363-0015
"Permitted Vehicle" means passenger cars, and standard -size vans, standard -size
sports utility vehicles or standard -size pick-up trucks, provided that any such vehicles do not exceed
20 feet in length or the posted height restrictions for the Parking Lots.
Z� Z�
"Person" means an individual. corporation, partnership, limited liability company,
joint venture, association, firm, joint stock company. trust, unincorporated association, governmental
authority or agency, or other entity.
"Presence" means the presence. release., use. generation, discharge, storage and
disposal of any Hazardous Materials.
"Project Site No. F is defined in the DDA and is shown on the Site Map. The legal
description of the Project Site No. I is attached hereto as Attachment No. 1.
"Short Term Spaces" is defined in Section 11.2 hereof.
"Site Ma i
means the site map showing Project Site No. I and the Parking Lots
which is attached hereto as Attachment No. ' ).
"Term" is defined in Section 4 hereof.
2Grant of Easements.
-). II -
Non -Exclusive Parking Spaces. it\ Chereby irrevocably grants to the
Developer: (i) a non-exclusive easement for the benefit of the Developer., its employees and its
Customers to park Permitted Vehicles in the Parking Spaces. (ii) a non-exclusive easement for the
benefit of the Developer. its employees and its Customers for ingress and egress by Permitted
Vehicles through the driveways and drive aisles of the Parking Lots for the purpose of access to the
Parking Spaces. and (iii) a non-exclusive easement for the benefit of the Developer" its employees
and its Customers for pedestrian ingress and egress through the Parking Lots for the purpose of
access to the Parking Spaces.
2,2
Nature of Easements. The Easements -ranted herein shall run with the land,
and are irrevocable -except as expressly provided herein. but are not intended to grant a fee interest or
leasehold interest in the Parking Lots or any other real propertt
2.3 Dominant and Servient Estates. Each easement granted pursuant to the
provisions hereof is expressly and solely for the benefit of the Benefited Property, and the Benefited
Property shall be the dominant estate and the Burdened Property shall be the servient estate. All
easements created by or pursuant to this Agreement shall be appurtenant easements and not
easements in gross. Except as set forth in Section 4. any easement granted pursuant to the provisions
of this Agreement may be abandoned or terminated only by execution of an agreement so
abandoning or terminating the same. by the Developer of the dominant estates and consented to by
the Mortgagee, if any, of the dominant estate. None of the easements created pursuant to this
Agreement shall be relocated without the written consent of the Developer and its Mortgagees.
_ gees.
EXHIBIT 1-1-5
DOCSOC/1 706855N'-'13/022363-0015
Reserved.
4. Term. The term of this Agreement (the "Term") shall commence upon the Effective
Date and shall continue in perpetuity unless (a) the Agreement is terminated by mutual written
agreement of the parties, or (b) the Agreement is otherwise terminated. as provided herein.
5. Parking Rules. Subject to the prior- written consent of the City. which consent shall
not be unreasonably withheld. the Developer may from time to time enact reasonable and
nondiscriminatory policies, rules and regulations for the operation and use of the Parking Lots (the
"Parking Rules"). Developer covenants that it will not enact Parking Rules that unreasonable
interfere with the use of the Parking Lots by the public. In the event of a conflict between the
provisions of this Agreement and the Parking Rules in effect from time to time, the provisions of this
Agreement shall prevail.
6. Operation. Maintenance and Repair. The Developer shall. at the Developer's sole
cost and expense, operate, maintain and repair, or cause to be operated, maintained or repaired. the
Parking Lots in good order. condition and repair in accordance with the practices generally prevailing
in the operation of structured parking within other similar mixed-use projects located in Orange
County, California. Without limiting the generality, of the foregoing, Developer shall perform or
cause the following to be performed:
(a) Clean and maintain all surfaces of the Parking Lots and keep such surfaces
level and evenly covered with the type of surfacing material originally installed thereon. or such
substitute thereof as shall be equal thereto in quality, appearance and durability;
(b) Remove all papers. debris, filth and refuse from the Parking Lots and wash or
thoroughly sweep paved areas:
(c) Remove trash from trash receptacles and clean trash receptacles;
(d) Clean. maintain, repair and replace entrance. exit and directional signs. traffic
control signage. markers and lights into and within the Parking Lots:
(e) Clean lighting fixtures and relamp and reballast.
(f) Maintain. repair and replace striping and curbing;
(g) Maintain and repair any structures or buildings constructed in the Parking
Lots, as needed:
(h) Repaint and refinish all painted and finished surfaces:
(i) Maintain, repair and replace, if needed. all mechanical. electrical and utility
facilities and systems that are a part of or serve the Parking Lots.
(j) Except as otherwise provided herein. maintain. repair and replace all parking
revenue control equipment, parking access control equipment. security systems and traffic barriers:
EXHIBIT H-6
DOCSOC/1706855\ 23/022363-0015
(k) Make all repairs, improvements or alterations required to comply with
applicable Laws, and
(1) Enforce the Parking Rules.
7. Failure to Maintain. In the event that Developer or its Parking Operator fails to
commence to maintain or repair the Parking Lots in the conditioned required by this Agreement
within five (5) business days after written notice from the City, then the City shall give a second
notice to Developer and its Parking Operator stating the maintenance or repair Developer and/or its
Parking Operator has failed to perform. If within five (5) business days after- such second written
notice, Developer has failed to commence such repair or maintenance, the City may (but shall not be
required to) perform such repair or maintenance at Developer's cost, in which event Developer shall
reimburse the City on demand for all reasonable out-of-pocket costs and expenses incurred by the
Citv in connection therewith, with interest accruing thereon at the Interest Rate. Notwithstanding the
foregoing, in the event the maintenance or repair cannot reasonably be completed within the time
periods set forth above, City shall not have the right to perform any such repair or maintenance so
long as Developer or its Parking Operator has commenced such maintenance or repair within the
time periods set forth above and diligently pursues the same to completion.
8. Parking Operator. Developer may from time to time delegate its operation,
maintenance and repair obligations for the Parking Lots to a qualified third -party parking operator
("Parking Operator"). Community Management Corporation ("CMC") shall serve as the initial
Parking Operator. In the event that the Developer elects to change the Parking Operator, the identity
of such Parking Operator shall be subject to the prior written approval of the City, which approval
shall not be unreasonably withheld.
9. Alterations. Developer shall have the right from time to time, at its expense, to make
additions, alterations or improvements (collectively, "Alterations") to the Parking Lots, provided that
(a) the Alterations do not unreasonably interfere with the use of the Parking Lots by the public, and
(b) the Alterations shall have been approved by the Director. in his reasonable discretion. As used in
the Agreement. the term "Alterations" shall include any re -striping of the Parking Lots.
10. Parking Revenues. All Parking Revenues attributable to Daily Parking Rates shall be
deposited in an account (the "Reserve Account") as designated by Developer to be used for future
operating, maintenance and capital improvements and/or replacements to the Parking Lots.
Developer shall annually, on or before March 31, provide an accounting to the City of all Parking
Revenues deposited into the Reserve Account and all expenditures from the Reserve Account during
the prior calendar year.
11. Use of Parkinrr Lots.
11.1 Parking Spaces. Customers shalt have the non-exclusive right to use the
Parking Spaces in common with the public and other users of the Parking Lots. The Parking Spaces
shall be available on a first come, first served basis, during all operating hours for the Parking Lots.
There will be no overnight parking in the Parking Spaces, but the Parking Spaces will be available
for use by Customers until at least one hour after the last retail tenant closes for business each night.
The Parking Spaces shall not be used by retail tenants of Project Site No. 1 for employee parking
except as expressly permitted by the City, in writing, from time to time. Employee parking shall be
limited to Designated Business Hours.
EXHIBIT H-77
DOCSOC/1706855v23/022363-0015
11.2 Short Term Parking. Unless expressly authorized by the City in writing, none
of the Parking Spaces shall be restricted as short teen parking spaces.
11.3 Validation. Parking in the Parking Lots shall be free for up to two (2) hours
with validation (as described below). After two (2) hours of validated parking. Daily Parking Rates
will apply. Developer may institute a validation program for the public and retail parking in the
Parking Lots. The Developer shall be solely responsible for the cost of validation machines. if any,
used in connection with the operation of the Parking Lots.
11.4 Citv's Reserved Rights. City reserves the right to utilize the Parking Lots for
public and other parking purposes, so long as the same do not unreasonably burden Developer's use
of or interfere with the use of the Easements granted hereunder to the Developer.
12. Access Control Equipment. The parties agree as follows with respect to the access
control equipment installed or to be installed within the Parking Lots: Any access control systems
for the Parking Lots will be installed, operated, maintained, repaired. and replaced (as needed) by the
Developer at its sole cost and expense; provided that the Developer may use the Reserve Account to
pay for such costs. Unless and until an access control system is installed at the entrance to each of
the Parking Lots, the Developer shall take reasonable steps (which may include hiring attendants) to
ensure the use of the Parking Structures complies with the terms of this Agreement.
13. Ownership of FF&E. During the entire Term and thereafter. the Parking Lots and all
Alterations thereto, shall be owned by and shall be considered the property of Cite. All FF&E that
are made, constructed or placed in or on the Parking Lots by City (the "City's FF&E"), and all
changes.. alterations, improvements and additions thereto, shall also be owned by and shall be
considered the property of City. All FF&E that are made. constructed or placed in or on the Parking
Lots by Developer (the "Developer FF&E"), if any, and all changes, alterations. improvements and
additions thereto, shall be owned by and shall be considered the property of the Developer. Upon the
expiration or earlier termination of this Agreement, all of the City's FF&E shall be owned by and
considered the property of City and all of the Developer FF&E shall be owned by and considered the
property of Developer, and Developer shall have the right, but not the obligation, to promptly remove
its Developer FF&E. The Developer shall be responsible for the cost of any repairs to the Parking
Lots and the City's FF&E caused by such removal. Any Developer FF&E not removed by
Developer within sixty (60) days following the expiration or earlier termination of this Agreement
shall thereafter become the property of the City.
14. Matters of Record. Laws and Permits.
14.1 Matters of Record. Laws and Permits in General. The City and Developer
shall comply with all Matters of Record, and all applicable federal, state and local laws, statutes,
orders, ordinances, rules, regulations. plans, policies and decrees (collectively, the "Laws and
Regulations") with respect to its activities on and/or in the Parking Lots. The Developer shall
promptly furnish to City copies of any and all permits, licenses and approvals which they receive or
submit with respect to the activities conducted in connection with the Easements.
EXHIBIT 11-8
DOCSOC/1706855v23/022363-0015
14� Environmental Laws.
14.2.1 Developer shall not knowingly_ and shall not knowingly permit any
third party to. use, generate. store or dispose of any hazardous material on, under, about or within the
Parking Lots in violation of the Environmental, Laws.
14.2.2 The Developer shall comply in all material respects, to the best of its
reasonable ability. with the requirements of the Environmental Laws and shall notify City
immediately in the event of anv discharge or discovery by Developer of any Hazardous Materials at,
upon. under or within the Parkin-, Lots-, provided, however, Developer. shall have no obligation to
remediate aDv Hazardous Materials on the Parking Lots the Presence of which first occurred before
the Effective Date. The Developer shall promptly forward to City copies of all orders. notices.
permits, applications or other communications and reports forwarded or received by in connection
with an -v discharge or the presence of any Hazardous Material or any other matters relating to the
Environmental Laws. as they may affect the Parking Lots.
14 2.3 Developer Indemnity re Hazardous Materials. Developer shall
indernnify, defend and hold the Indemnitees harmless from and against all Liabilities arising from.
related in any respect to, or as a result of (i) the Presence of Hazardous Materials on the Parking Lots
which Presence first occurred after the Effective Date, and (11) the Presence of Hazardous Materials
on the Parking Lots. which Hazardous Materials were not Hazardous Materials at the Effective Date,
but became Hazardous Materials after the Effective Date as a result of an amendment to.. or
interpretation of, the Environmental Law-. provided, that none of the same were directly and
proximately caused by City or any of its agents. employees or contractors. City shall cooperate with
Developer to ensure that City has assigned to Developer any and all rights that City acquired in its
acquisition of the Parking Lots or any portion thereof to permit Developers prosecution of claims
against any third parties who are potentially responsible for such Hazardous Materials.
14.2.4 Developer Release. Developer agrees to and hereby shall release the
Indemnitees from and against all Liabilities arising from, related in any respect to, or as a result of (i)
the Presence of Hazardous Materials on the Parking Lots that first existed on the Parking Lots as of
the Effective Date. but were discovered after the Effective Date. and (ii) the Presence of Hazardous
Materials on the Parking Lots. which Hazardous Materials were not identified and/or defined as such
under the Environmental Laws as of the Effective Date but became Hazardous Materials after the
Effective Date as a result an amendment to, or interpretation of, the Environmental Law.
Notwithstanding the foregoing. Developer is not releasing any person or entity other than the
Indemnitees.
15. Taxes. Developer shall be solely responsible for the payment of any and all real
property taxes. impositions or similar charges levied against the Parking Lots. including. any
possessory interest taxes relating to the use and occupancy of the Parking Lots which may be
imposed on the interest of the Developer in the Parking Lots. This provision constitutes written
notice to the Developer pursuant to California Revenue and Taxation Code Section 107.
16. Assignment and Subletting. Except as otherwise expressly provided in this
Agreement. Developer shall not voluntarily or involuntarily assign its interest in this Agreement. the
Easements granted hereunder or in the Parking Lots, separate and apart from any Transfer (as defined
in the DDA] of its interest in and to the Benefited Property. or grant any sub -easement or sublicense
EXHIBIT H-9
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with respect to all or any part of the Parking Lots. without City's prior written consent. which
consent may be granted or withheld in City's sole discretion.
17. Insurance.
17.1 Insurance Policies for Deveioper. Without limiting City's right to
indemnification, it is agreed that Developer shall cause to be secured prior to the Effective Date. and
maintain during the Term, comprehensive general liability, insurance, or commercial general liability
insurance, including coverage for contractual liability, personal injury liability, products/completed
operations liability, broad -form property damage, independent contractor's liability and fire damage
legal liability, in an amount of not less than Two Million Dollars ($2.000,000.00) per occurrence,
combined single limit. written on an occurrence form. The Director, with the consent of the City's
Risk Manager. is hereby authorized to reduce the requirements set forth above in the event the
Director determines that such reduction is in Cirv's best interest.
17.2 Insurance Requirements for Developer. The insurance policies maintained by
the Developer under Section 17.1 shall comply with the following requirements:
(a) Each insurance policy shall provide that the insurance shall not be
canceled, materially limited in scope or coverage, or non -renewed until after thirty (30) days' prior
written notice has been given to the City Clerk, 200 S. Anaheim Boulevard, Anaheim, CA 92805.
except in the event of cancellation for non-payment of premium which shall provide for not less than
ten (10) days' notice"
(b) Each insurance policy shall provide as follows: "It is agreed that any
insurance or self-insurance maintained by the City of Anaheim shall apply in excess of and not
contribute with insurance provided by this policy to the extent of insured's obligations under the
Parking Easement Agreement."
(C) Each insurance policy shall contain the following clause: ``The City
of Anaheim and its officials, agents; employees, representatives, and volunteers are added as
additional insureds as respects operations and activities of or on behalf of the named insured,
performed under the Parking Easement Agreement."
(d) Prior to the Effective Date. the Developer shall deliver to City
(i) insurance certificates confirming the existence of the insurance required by Section 17.1. and
including the applicable clauses referenced above and (ii) endorsements to the above -required
policies, which add to these policies the applicable clauses referenced above. Such endorsements
shall be signed by an authorized representative of the insurance company and shall include the
signatory's company affiliation and title. Should it be deemed necessary by City, it shall be the
Developer's responsibility to see that City receives documentation. acceptable to City. which sustains
that the individual signing such endorsements is indeed authorized to do so by the insurance
company. Also. City has the right to reasonably request that the Developer provide City copies of
any insurance policies required under this Agreement_. which request shall be reasonably honored by
the Developer within a reasonable time.
(e) Nothing herein contained shall be construed as limiting in any way
the extent to which the Developer may be held responsible for payment of damages to persons or
property resulting from the performance of the Developer or its subcontractors under this Agreement.
EXHIBIT H-10
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18. Indemnification by the Developer. The Developer shall defend, indemnify. assume
all responsibility, for., and hold the Indemnitees. harmless from, all claims, demands, damages,
defense costs or liability of any kind or nature relating to any damages to property or injuries to
persons, including accidental death (including attorneys' fees and costs), which may be caused by
any of the activities or performance by the Developer under this Agreement, whether such activities
or performance thereof be by Developer or i7,-, anyone directly or indirectly employed or contracted
with by Developer and whether such damage shall accrue or be discovered before or after
termination of this Agreement. Notwithstanding the foregoing- Developer shall not be liable to City
for property damage or bodily injury caused (i) by the sole negligence of City or its designated agents
or employees, or (ii) by Clt\,,`s failure to comply with the terms and conditions of this Agreement.
The rights and obligations set forth in this Section 18 shall survive the termination of this Agreement.
19. Mortgagee Protections.
19.1 Provisions BcnefitinL Nlort,-,avee. This Section is for the exclusive benefit of
and its terms may only be enforced by, a Mortgagee (as defined below) and its successors. assigns or
participants. Provided that City has received notice of the identity and address of any such
Mortgagee. City hereby covenants and agrees to faithfully perform and comply with the provisions of
this Section. For purposes hereof, a "Mortgagee" shall mean the holder of any deed of trust,
mortgage and/or other real property lien document executed by Developer from time to time which
encumbers all or any portion of Project Site No. I (collectively. a "Mortgage").
19.2 Permitted -Assignments. Notwithstanding any contrary provision of this
Agreement', no restrictions on assignment of Developer's interest in this Agreement shall be
applicable to: (i) the granting of a Mortgage by Developer, (ii) an assignment of this Agreement at a
foreclosure sale under a Mortgage or in connection with a judicial foreclosure of a Mortgage-, (iii) an
assignment made to a Mortaaaee in lieu of foreclosure, or (iv) any subsequent assignment by a
,--n z _ C7
Mortgagee if the Mortgagee is the assignee under an assignment referred to in clauses (ii) and (ill)
above. In any such event, the Mortgagee shall forthwith give written notice of the assignment to City
setting forth the name and address of the Assignee, the effective date of such assignment and
including a copy of the document by which such assignment was made and by which the assignee
expressly assumes and agrees to perform all the other obligations of the Developer under this
Agreement-, provided, however. that the failure to provide any such notice or assignment and
assumption document shall constitute a Default by such assignee under this Agreement but shall not
invalidate the transfer of Developer's estate to such assignee. Any such assignee shall be liable to
perform the obligations of the Developer first arising from and after the date of such assignment
under this Agreement (for which purpose a reimbursement or indemnity obligation arising after such
assignment as the result of an event occurring prior to such assignment shall be considered an
obligation arising prior to such assignment) only so long as such assignee holds title to the
Developer's estate or interest in Project Site No. 1.
193 Provisions. of a Mortgage. City herebv agrees that a Mortgage may, at the
election of the Mortgagee, include provisions which provide:
(a) For the entry of such Mortgagee upon the Parking Lots during
business hours, without notice to City or the Developer. to view the state of the Parking Lots,
(b) That a Default by the Developer under this Agreement shall constitute
a default under the Mortgage,:,
EXHIBIT 14-11
DOCSOC/1706855v23/022363-001 5
(c) For an assignment of all or any portion of the Developer's rights
under this Agreement, including without limitation, the Developer's right. if any, to terminate,
cancel, modify, change, supplement, alter or amend this Agreement;
(d) For the foreclosure of the Mortgage pursuant to a power of sale, by
judicial proceedings or other lawful means and the subsequent sale of the estate or interest to the
purchaser at the foreclosure sale and a sale by such purchaser if the purchaser is the Mortgagee:
(e) For the appointment of a receiver_. irrespective of whether the
Mortgagee accelerates the maturitv of all indebtedness secured by the Mortgage: and
(f) For the right of the Mortgagee or the receiver to enter and take
possession of the Developer's interest under this Agreement. to collect the subrentals, issues and
profits therefrom and to cure any default under the Mortgage or any Default by the Developer under
this Agreement.
19.4 No Termination. Except as expressly set forth in this Agreement, no action
by Developer to cancel. surrender, or modiA the terms of this Agreement shall be effective for any
purpose or binding on any person without the prior written consent of each existing Mortgagee of
Developer. which consent may be withheld in any such Mortgagee's reasonable discretion.
19.5 Notices. If City shall give any notice, demand. election or other
communication required or permitted to be given hereunder including. without limitations, a notice
of a Developer Default to the Developer, then City shall give a copy of each such notice to the
Mortgagee at the address designated by it and such notice shall be effective upon receipt at such
address. No notice given by City to the Developer shall be binding upon or affect such Mortgagee
unless a copy of such notice shall be given to it pursuant in this Section. In the case of an assignment
of such Mortgage or change in address of such Mortgagee, such assignee or Mortgagee may change
the address to which such copies of notices are to be sent by delivering written notice thereof to Citv.
19.6 Performance of Covenants. Each Mortgagee shall have the right to perform
any term, covenant or condition and to remedy any Default by the Developer under this Agreement,
and City shall accept such performance with the same force and effect as if furnished by the
Developer.
19.7 Delegation to Mortgagee. The Developer may delegate irrevocably to
Mortgagee the non-exclusive authority to exercise anv or all of Developer' s rights hereunder, but no
such delegation shall be binding upon City unless and until either the Developer or the Mortgagee
shall give to City a true copy of a written instrument effecting such delegation. Such delegation of
authority may be effected by the terns of the Mortgage itself in which case service upon City or an
executed counterpart or conformed copy of such Mortgage. together with written notice specifOng
the provisions therein which delegate such authority to such Mortgagee, shall be sufficient to give
City notice of such delegation.
19.8 Default by Developer.
19.8.1 Monetary Default. In the event of a Default by Developer in the
payment of am monetary obligation hereunder. City agrees not to terminate this Agreement unless
City provides written notice of such Default to any Mortgagee and such Mortgagee shall have failed
EXHIBIT 14-12
DOCSOC/1706855v23/022363-0015
to cure such Default within thirty (30) days following receipt by such Mortgagee of written notice
from City that such Default remained uncured following the expiration of the Developer's cure
period.
19.8.2 Non -monetary Default. In the event of a Default by the Developer in
the performance or observance of any non -monetary term. covenant, or condition to be performed by
it hereunder, City agrees not to terminate this Agreement unless City provides written notice of such
Default to any Mortgagee and such Mortgagee shall have failed to cure such Default within sixty
(60) days following receipt by such Mortgagee of written notice from City that such Default
remained uncured following the expiration of the Developer's cure period; provided that if such
Default is curable by such Mortgagee without possession of the Developer's interest in this
Agreement but the cure cannot reasonably be effected within such sixty (60) day period, then such
60 -day period shall be extended so Ion- as such Mortgagee promptly commences cure (in any event,
within such initial 60 -day period), and thereafter diligently prosecutes such cure to completion; and
provided further that if such Default cannot practicably be cured by the Mortgagee without taking
possession of the Developer's interest in this Agreement, or if such Default is not susceptible of
being cured by the Mortgagee; then City shall not terminate this Agreement if and as long as the
Mortgagee shall (i) institute foreclosure proceedings and diligently prosecute the same to completion
(or, in its absolute discretion, acquire the Developer's estate hereunder by deed in lieu of foreclosure
on or before the date on which the foreclosure sale would otherwise have occurred), (ii) commence
such cure within thirty (30) days following such foreclosure or acquisition. and (iii) thereafter
diligently prosecute such cure to completion. The Mortgagee shall not be required to institute or
diligently continue with foreclosure proceedings as provided above if and when such Default shall be
cured by the Developer.
19.8.3 Other Defaults. Nothing herein shall preclude City from exercising
any of its rights or remedies with respect to any other Default by the Developer during any period of
such forbearance, but in such even the Mortgagee shall have all of its rights provided for herein.
19.8.4 Mortgaeee Not Obligated to Cure Default. A Mortgagee shall not
have any obligation to cure any Default by the Developer under this Agreement.
19.9 Bankruptcy Events. In no event shall City have any right to terminate
this Agreement based on the bankruptcy or insolvency of the Developer, as long as the Developer is
not otherwise in Default hereunder.
19.10 Further Amendments. City and the Developer hereby agree to
cooperate in including in this Agreement by suitable amendment from time to time any provision
which may reasonably be requested by any proposed Mortgagee for the purpose of implementing the
Mortgagee protection provisions contained in this Agreement and allowing such Mortgagee
reasonable means to protect or preserve the lien of the Mortgage on the occurrence of a Developer
Default. Citv and the Developer each agree to execute and deliver (and to acknowledge, if necessary,
for recording purposes) any agreement reasonably necessary to effectuate any such amendment;
provided. however, that any such amendment shall not in any material respect adversely affect any
rights of City under this Agreement.
19.11 Personal Liability-° of Mortgaaee. No Mortgagee shall become
personally liable for the performance or observance of any covenants or conditions to be performed
by the Developer unless and until such Mortgagee becomes the owner of the Developer's estate or
EXHIBIT H-13
DOCSOC/1706855v23/022363-0015
interest hereunder upon the exercise of any remedy provided for in its Mortgage. Thereafter such
Mortgagee shall be liable for the performance and observance of such covenants and conditions only
so long as such Mortgagee owns such interest.
19.12 More Than One Mort>aaee. In the event two or more Mortgagee
each exercise their rights hereunder and there is a conflict which renders it impossible to comply with
all such requests, the Mortgagee whose Mortgage would be senior in priority if there were
foreclosure shall prevail.
20. Defaults and Remedies.
20.1 Enforcement of Agreement. A Park, harmed by a default or violation of this
Agreement ("Default") shall have the right to enforce this Agreement against any other Parry that is
in violation of, or Default under, this Agreement. and the hanned Party may prosecute anv
appropriate proceedings at law or in equity against the violating or defaulting Party. The non -
defaulting Party may, in any such proceeding. obtain injunctive or other equitable relief requiring the
violating or defaulting Party to observe or perform this Agreement or restraining violations and
Defaults under this Agreement: recover damages on account of such violation or Default; secure, by
way of specific performance or otherwise. the performance of any covenant, condition, easement or
restriction in this Agreement: and/or obtain any other remedy provided for at law or in equity.
20.2 Enforcement Procedures against Developer.
20.2.1 Prior to the exercise of any rights against Developer, a notice must be
sent to the Developer (and its Mortgagee if such Mortgagee shall have provided its address for
notices) specifying the nature of the Default.
20.2.2 In the case of a monetary Default, if the Default is not cured within
ten (10) days after notice to the Developer under Section 20.2.1. the City may, for the purpose of
securing such claim. impose a lien upon Project Site No. 1. Such lien may be imposed by serving
written notice upon Developer and its Mortgagee, if any. which shall contain a representation of
compliance with the provisions of this Section, an explanation as to the nature of the Default,
together with a description of Project Site No. 1, and by duly recording a copy of said notice in the
Official Records. No such lien shall exist until such notice is duly_ served and recorded as provided
herein.
20.2.3 In the case of a non -monetary Default. if the Default is not cured
within thirty (3 0) days after notice to the Developer under Section 20.2. 1. then the City may cure the
Default on behalf and at the cost of the Developer and may, for the purpose of securing such costs,
impose a lien upon Project Site No. 1. Such lien may be imposed by serving written notice upon the
Developer and its Mortgagee, if any, which shall contain a representation of compliance with the
provisions of this Section, an explanation as to the nature of the Default, together with a description
of Project Site No. 1, and by duly recording a copy of said notice in the Official Records. No such
lien shall exist until such notice is duly served and recorded as provided herein. Notwithstanding the
foregoing, if more than thirty (30) days are reasonably required for cure of a non -monetary Default,
the Developer shall not be in Default hereunder if the Developer shall promptly (and in any event
within thirty, (3 0) days after receipt of notice under Section 20.2. 1) commence the cure of the Default
and diligently prosecute the same to completion.
EXHIBIT H-14
DOCSOC/17068-55v23/022363-001
20.2.4 The priority of any lien under this Section 20.2 shall be determined as
of the date of filing the same in the Official Records: provided, however, any such lien shall
nevertheless be subject and subordinate to the lien of any mortgage or trust deed now or hereafter
affecting Project Site No. 1. Such lien shall continue until the obligation to pay such costs is fully
discharged, but in no event longer than five (5) years from the date of recordation, and may be
foreclosed in accordance with the laws pertaining w foreclosure of mortgages without power of sale.
20.2.5 Such lien shall secure not only the amount stated in the aforesaid
notice, but also the reasonable costs and expenses of enforeinc, the same, including interest and
reasonable attomevs' fees.
20.2.6 In addition to the City's other remedies available under this
Agreement, under the Law or in equity, in the event of a non-monetan, Default by the Developer that
is not cured within thirty (3 0) days after notice is provided to the Developer under Section 20:'.1, the
City- may, at the City's option and following written notice to the Developer of such election,
undertake the Developer's obligations to operate. maintain and manage the Parking Lots and in such
event the City shall have the right to set Daily Parking Rates and receive and use all Parking
Revenues for the purposes permitted in this Agreement.
20.' ) Enforcement Procedures avainst Cite.
20.3.1 Prior to the exercise of any rights against the City, a notice must be
sent to the City specifying the nature of the Default.
20.3.2 In the case of a monetary Default, if the Default is not cured within
ten (10) days after notice to City under Section 20.3.1. the Developer may pursue any rights and
remedies available to Developer at law or in equity.
20.3.3 In the case of a non -monetary Default, if the Default is not cured
within thirty (30) days after notice to City under Section 20.3.1- then the Developer may, in addition
to its other rights and remedies at law or in equity, cure the Default on behalf and at the cost of City
and pursue recovery of such amounts from the City. Notwithstanding the foregoing, if more than
thirty (30) days are reasonably required for cure of a non -monetary Default, City shall not be in
Default hereunder if City shall promptly (and in any event within thirty (30) days after receipt of
notice under Section 20.3.1) commence the cure of the Default and diligently prosecute the same to
completion.
20.4 No Termination Upon Default. Notwithstanding anything to the contrary set
forth herein, no Default or violation under this Agreement. shall entitle any Party to terminate this
Aareement, but such limitation shall not affect. in any manner, any other right or remed-N, which anv
Party may have hereunder by reason of such Default.
ll. Enforcement and Occupancy Tracking.
21.1 Enforcement Generally. The Developer shall take reasonable steps to enforce
the terms of this Agreement and the Parking Rules. Without limiting the generality of the foregoing'
at anv time an access control system is not installed at each entrance to the Parking Lots. the
Developer and/or its Parking Operator shall institute a program to ticket and/or tow parties that use
the Parking Lots in violation of the terms of this Agreement or the Parking Rules.
EXHIBIT H-15
DOCSOC/I 706855N;23/022363-001
21.2 Reserved.
21.3 Occupancy Trackin. In the event that the Parking Lots become
overburdened, or the City or Developer determines in good faith that parking is being abused, the
Developer shall track use and occupancy of the Parking Lots. including, without limitation: (a) the
numbers of vehicle entries and vehicle exits (b) the hour by hour utilization of parking spaces and
monthly parking permits; (c) the number and dollar amount of all cash and validation transactions;
(d) the source of validations issued; and (e) the average length of stays for validated and non -
validated parkers. Using the foregoing data, the Parties shall meet and confer to discuss reasonable
changes to this Agreement, provided that any changes shall be subject to the reasonable approval of
both the City and Developer.
22. Notices. All notices hereunder must be in writing and. unless otherwise provided
herein, shall be sent by registered or certified mail. postage prepaid, return receipt requested.
overnight courier or telecopy and shall be deemed received upon the earlier of (i) if mailed, four (4)
business days after the date of posting by the United States post office. (ii) if sent by overnight
courier. upon receipt by the person to receive such notice, or (iii) if sent by telecopy, when sent. Any
notice, request. demand, direction or other communication sent by telecopy must be confirmed
within forty-eight (48) hours by letter mailed in accordance with the foregoing. Notices shall be
addressed as follows (or to any other mailing address which the Party to be notified may designate to
the other Party by such notice, should City or the Developer have a change of address, the other Party
shall immediately be notified as provided in this Section of such change):
To Citv: Citv of Anaheim
200 S. Anaheim Boulevard. 2nd Floor
Anaheim. California 92805
Attention: Linda N. Andal. City Clerk
Fax No. (714) 765-4105
With a copy to: City of Anaheim
201 S. Anaheim Boulevard, 10th Floor
Anaheim, California 92805
Attention: John E. Woodhead IV, Community Development
Director
Fax No. (714) 765-4630
City of Anaheim
200 S. Anaheim Boulevard, 3rd Floor
Anaheim. California 92805
Attention: Theodore J. Reynolds, Assistant Cit}' Attorney
Fax No. (714) 765-5123
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach. California 92660
Attention: Thomas P. Clark. Jr... Special Counsel to Cite
Fax No. (949) 823-5140
EXHIBIT H-16
DOCSOC/1706855v23/022363-0015
To Developer: Lab Holding, LLC
709 Randolph Avenue
Costa Mesa, California 92626
Attention: Shaheen Sadeahi
with a copy to: Allen Matkins --ck Gamble Mallory & Natsis LLP
1900 Main Street, 5th Floor
Irvine. California 92614
Attention: R. Michael Joyce
23. Miscellaneous Provisions.
23.1 Attorneys' Fees. Cite and the Developer agree that in the event of litigation
to enforce this Agreement or terms, provisions and conditions contained herein, to terminate this
Agreement, or to collect damages for a Default hereunder. the prevailing Party shall be entitled to all
costs and expenses, including reasonable attorneys' fees, incurred in connection with such litigation.
232 Nondiscrimination. Developer agrees not to discriminate against am, person
or class of persons by reason of sex, color, race, creed, religion. marital status, handicap, ancestry or
national origin in its activities hereunder. To the extent this Agreement provides that Developer offer
accommodations or services to the public, such accommodations or services shall be offered by the
Developer to the public on fair and reasonable terms.
23.3 Estoppel Certificate. Each Party shall. upon written request from any other
Party. which request shall quote this Section. execute to the requesting Parte a written statement in
the form of Attachment No. 4 attached hereto or such other reasonable form as may be proposed by
the requesting Party (an "Estoppel Certificate") certifying (a) whether or not this Agreement is
modified and whether or not this Agreement is in full force and effect (or. if there have been
modifications, stating those modifications), (b) whether or not. to its actual knowledge, any Party has
failed to perform an obligation under this Agreement, and if so. the nature of the failure. and (c) such
other matters as may be reasonably requested by the requesting Pam. No Party shall be obligated to
respond to a request to execute an Estoppel Certificate that attempts to modify any of the terms or
conditions of this Agreement. An Estoppel Certificate executed by any Pam, may be relied upon by
a Party or any transferee or Mortgagee of a Pam' to which such Estoppel Certificate is addressed so
as to estop the part), executing the Estoppel Certificate from asserting the contrary. If a Party
requests an Estoppel Certificate in a form that varies materially from the form attached hereto as
Attachment No. 4, the Party requesting such Estoppel Certificate shall reimburse the other Pam_, for
any reasonable out-of-pocket costs and expenses, including without limitation attorneys' fees
incurred in connection with the review and approval of such Estoppel Certificate.
23.4 Waiver. Inaction by City or Developer with respect to a Default hereunder
shall not be deemed to be a waiver of such Default. The waiver by either City or Developer of any
Default hereunder shall not be deemed to be a waiver of any subsequent Default.
23.5 Time of the Essence. Time is hereby expressly declared to be the essence of
this Agreement and of each and every_ term. covenant and condition hereof which relates to a date or
a period of time.
EXHIBIT H-17
DOCSOC/170685 5v23/022363-0015
23.6 Relationship of Parties. Nothing contained herein shall be deemed or
construed by the Parties, nor by any third party. as creating the relationship of principal and agent or
of partnership or of joint venture between the Parties, it being understood and agreed that the
Developer shall not, in any way, be considered to be an officer. agent or employee of Cit}'.
23.7 Remedies Cumulative. The remedies given to the City and the Developer
herein shall be cumulative and are given without impairing any other- rights given to the City or the
Developer by statute or law now existing or hereafter enacted and the exercise of any one (1) remedy
by the City or the Developer shall not exclude the exercise of any other remedy.
23.8 Effect of Invalidity. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement., or the application of its terms and provisions to persons and
circumstances other than those to which it has been held invalid or enforceable shall not be affected
thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.
23.9 Successors and Assigns. This Agreement and the covenants and conditions
contained herein shall be binding upon and inure to the benefit of and shall apply to the successors
and assigns of the City and to the permitted successors and assigns of the Developer, and all
references to "City" or "Developer" shall be deemed to refer to and include all permitted successors
and assigns of such Part}.
23.10 Entire Agreement. This Agreement and the attachments hereto contain the
entire agreement of the Parties with respect to the matters covered hereby, and no agreement,
statement or promise made by any Party which is not contained herein, shall be valid or binding. No
prior agreement, understanding or representation pertaining to any such matter shall be effective for
any purpose. No provision of this Agreement may be amended, modified or added except by an
agreement in writing signed by City and Developer.
23.11 Authority. Each individual executing this Agreement on behalf of a
corporation, nonprofit corporation, partnership or other entity or organization, represents and
warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such
entity or organization and that this Agreement is binding upon the same in accordance with its terms.
Developer shall, at City's request. deliver a certified copy of its operating agreement and/or
governing board's resolution or certificate authorizing or evidencing such execution.
23.12 Conflicts of Interest. No member, official or employee of City shall have any
personal interest, direct or indirect, in this Agreement. nor shall any such member, official or
employee participate in any decision relating to this Agreement which affect his or her personal
interests or the interests of any corporation, partnership or association in which he or she is directly
or indirectly interested.
23.13 Non -Liability of Members. Officials. Agents and Employees of City. No
member. official, agent or employee of City shall be personally liable to Developer, or any successor
in interest. in the event of any Default or breach by City or for any amount which rhay become due to
Developer or Developer's successors, or on any obligation under the terms of this Agreement.
Developer hereby waives and releases any claim it may have against the members, officers.
employees or agents of City with respect to any Default or breach by City or for any amount which
EXHIBIT PI -18
DOCSOC/1706855N223/022363-0015
may become due to Developer or its successors, or any obligations under the terms of this
Agreement. Developer makes such release with the full knowledge of Civil Code Section 1542 and
hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is
applicable. Section 1542 of the Civil Code provides as follows:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or
her settlement with the debtor."
23.14 Non -Liability of Officers. Directors. Shareholders. Partners. Agents and
Employees of Developer. No officer, director, shareholder, partner, agent or employee of Developer
shall be personally liable to City, or any successor in interest, in the event of any Default or breach
by the Developer or for any amount which may become due to City or City's successors. or on any
obligation under the terms of this Agreement. City hereby waives and releases any claim City may
have against the officers, directors, shareholders, partners, employees or agents of the Developer with
respect to any Default or breach by the Developer or for any amount which may become due to City
or City's successors, or any obligations under the terms of this Agreement. The City makes such
release with the full knowledge of Civil Code Section 1542 and hereby waives any and all rights
thereunder to the extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil
Code provides as follows:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or
her settlement with the debtor."
23.15 Controllinja Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
23.16 Captions. The captions set forth herein are for convenience of reference only
and shall not affect the interpretation of this Agreement or limit or amplify any of its terms or
provisions.
23.17 Recordation of Easement. This Agreement max, be recorded by any Party'.
Upon the termination of this Agreement, Developer shall provide City with a recordable quitclaim
deed releasing all of the Developer's interest in the Parking Lots.
23.18 City Approvals and Actions. The Director shall have the authority to make
approvals, issue interpretations. waive provisions. make and execute further agreements and/or enter
into certain amendments of this Agreement on behalf of the City so long as such actions do not
materially or substantially change the terms of this Agreement.
--Signatures Next Page --
EXHIBIT H-19
DOCSOM706855v23/022363 0015
In witness whereof. the Parties have executed this Agreement as of the respective dates set
forth below.
CITY:
CITY OF ANAHEIM, a California municipal
corporation and charter city
Dated: .20_ By:
ATTEST:
LINDA N. ANDAL, CITY CLERK
City Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Revnolds
Assistant City Attorney
STRADLING YOCCA CARLSON & RAUTH,
Special Counsel to City
Mavor
DEVELOPER:
LAB HOLDING LLC, a California limited
liability company
Dated: .20 Bv:
Its:
EXHIBIT 14-20
DOCSOC/1706855v23/022363-001
ACKNOWLEDGEMENTS
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached. and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA
ss.
COUNTY OF
On before me. . Notary Public,
personally appeared -'. who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(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(jes), 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
paragraph
inv hand and official seal
SIGNATURE OF NOTARY PUBLIC
EXHIBIT H-21
DOCSOC/1706855\,23/022363-0015
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness. accuracy, or
validity of that document.
STATE OF CALIFORNIA
COUNTY OF
before me,
ss.
Notary Public,
personally appeared , who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
EXHIBIT H-22
DOCSOC/I 706855\,23/022363-007 5
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA
X618MMIIKON
On
before me,
ss.
Notary Public,
personally appeared , who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(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.
I certiA, under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
EXHIBIT H-23
DOC SOC/1706855N=23/022363-0015
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF PROJECT SITE NO. 1
PROJECT #1: PACKING DISTRICT
PACKING HOUSE
The real property referred to herein is situated in the County of Orange, City of Anaheim, State of
California, and is described as follows:
PARCEL 3 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3. 2014 AS INSTRUMENT NO.
201400215209 IN BOOK 379, PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF SAID
COUNTY.
FARMERS PARK AND PACKARD BUILDING
The real property referred to herein is situated in the County of Orange, City of Anaheim, State of
California. and is described as follows:
PARCELS 1 AND 2 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3, 2014 AS INSTRUMENT
NO. 201400215209 IN BOOK 379, PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF
SAID COUNTY.
MAKE BUILDING (500 S. ANAHEIM BOULEVARD)
The real property referred to herein is situated in the County of Orange, City of Anaheim, State of
California. and is described as follows:
PARCEL 3 OF PARCEL MAP NO. 89-311, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE,
STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 260. PAGES 1 TO 4 INCLUSIVE OF
PARCEL MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THAT PORTIONi CONVEYED TO THE CITY OF ANAHEIM IN
GRANT DEED RECORDED MAY 02, 2006 AS INSTRUMENT NO. 2006000294061, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPTING THEREFROM ALL OIL, MINERAL, GAS OR OTHER HYDROCARBON
SUBSTANCES BELOW THE DEPTH OF 500 FEET. UNDER THE SURFACE OF SAID LAND. BUT
WITHOUT THE RIGHT OF SURFACE ENTRY OR ANY OTHER USE OF THE LAND ABOVE
SUCH 500 FOOT DEPTH, AS RESERVED IN DEED RECORDED MAY 05, 1989, AS
INSTRUMENT NO. 89-238472 OF OFFICIAL RECORDS
Attachment No. 1-1 to Exhibit H
DOCSOC/1706855v23/022363-0015
ATTACHMENT NO. 2
LEGAL DESCRIPTION OF PARKING LOTS
PARKING LOT 1— (APN 037-023-09)
The real property referred herein is situated in the Count\, of Orange. City of Anaheim, State of
California and is described as follows:
PARCEL 4 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3. 2014 AS INSTRUMENT NO.
201400215209 IN BOOK 379, PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF
SAID COUNTY.
PARKING LOT 2 — (PORTION OF APN 251-084-02)
THAT PORTION OF VINEYARD LOT G-3, PER MAP FILED IN BOOK 4 PAGES 629 TO 630 OF
DEEDS, MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, LYING SOUTHERLY OF A
LINE PARALLEL, WITH AND 81.00 FEET SOUTHERLY FROM THE SOUTHERLY LINE OF
PARCEL 3 OF PARCEL MAP NO. 89-311 FILED IN BOOK 260 PAGES I THROUGH 4,
INCLUSIVE OF PARCEL MAPS OF ORANGE COUNTY, WESTERLY OF THE WESTERLY
RIGHT OF WAY LINE OF CLAUDINA STREET, 60 FEET WIDE AS SHOWN ON SAID PARCEL
MAP NO. 89-311, NORTHERLY OF TRACT NO. 497 FILED IN BOOK 17 PAGE 38 OF
MISCELLANEOUS MAPS OF ORANGE COUNTY AND EASTERLY OF A LINE PARALLEL
WITH AND 221.17 FEET EASTERLY FROM THE CENTERLINE ANAHEIM BOULEVARD AS
SHOWN ON SAID TRACT NO. 497.
PARKING LOT 3 (PORTION OF APN 251-081-23)
That portion of the Vineyard Lot G-3. in the City of Anaheim,. County of Orange, State of California, as
shown on a map recorded in Book 4, Pages 629 and 630 od Deeds. in the office of the Recorder of Los
Angeles County being more particularly described as follows:
Commencing at the southwesterly comer of Parcel One of Parcel Map 92-252 as shown on a map
recorded in Book 281 pages 20 and 21 of Parcel Maps in the office of the Recorder of said Orange
County, said point being on the centerline of Claudina Street. South 15'2935 East. 174.68 feet from the
intersection with the centerline of Santa Ana Street as shown on said Parcel Map 92-252, thence along the
southerly line of said Parcel One North 74'30'00 East., 30.00 feet to the easterly line of said Claudina
Street and the True Point Of Beginning; thence continuing along the southerly line of said Parcel One,
North 74'30'00 East. 180.00 feet; thence leaving said southerly line of said Parcel One, South 15'29'35
East. 45.00 feet, thence South 74"30'00 West. 180.00 feet to the easterly line of said Claudina Street,
thence along the easterly line of said Claudina Street, North 15'20'35* West. 45.00 feet to the True Point
Of Beginning.
Attachment No. 2-1 to Exhibit H
DOCSOC/17068 5 5 N,23/022363-0015
ELM
Project Site # 1
ATTACHMENT NO. 3
SITE MAP
2
W
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a
BROADWAY
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N
Lot #2
--1 52 Spaces
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0
¢
0
Lot #3
19 Spaces
ELLSWORTH
Attachment No. 3-1 to Exhibit H
DOCSOC/l 706855\,23/022363-0015
Y
a
0
z
J
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w
N
ATTACHMENT NO. 3
SITE MAP
2
W
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BROADWAY
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Lot #2
--1 52 Spaces
a
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0
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Lot #3
19 Spaces
ELLSWORTH
Attachment No. 3-1 to Exhibit H
DOCSOC/l 706855\,23/022363-0015
ATTACHMENT NO. 4
ESTOPPEL CERTIFICATE
Re: Parking Easement Agreement dated as of 2016 (the "Agreement") by and
between the City of Anaheim.. a California municipal corporation and charter city and
municipal corporation (the "Citv"), and LAB Holdings, LLC. a California limited
liability company (the "Developer").
The undersigned hereby represents, warrants and certifies as follows, recognizing that the
addressee will rely on the information contained herein:
1. A true, correct, and complete copy of the Agreement is attached hereto. The Agreement
is unmodified and in full force and effect, and has not been modified, supplemented, superseded, or
amended in any way, either orally or in writing. All capitalized terms not otherwise defined herein shall
have the meaning specified in the Agreement.
2. The term of the Agreement commenced on 2016 and shall continue in
Z�l
perpetuity unless (a) the Agreement is terminated by mutual written agreement of the City and the
Developer, (b) the Benefited Property is no longer used for the purposes described in Recital A of the
Agreement (but only as to that part of the Benefited Property that is no longer being used, and subject to
reasonable periods to repair, rebuild or restore the Benefited Property). or (c) the Agreement is otherwise
terminated as provided in the Agreement.
4. All amounts required to be paid by the Developer to the City pursuant to the Agreement
have been paid in full as of the date hereof, and the undersigned is not aware of any other outstanding
payments owed by the Developer under the Agreement, except as follows:
[If none, state "None"].
5. To the best of the undersigned's actual knowledge, no Default or event that with the
passage of time or notice would constitute a Default on the part of the City or the Developer has occurred
under the Agreement, except as follows: [If none. state "None"].
6. The representative of the undersignedZr
signing this Estoppel Certificate is duh authorized
and fully qualified to execute this instrument on behalf of the undersigned.
--Signature Next Page--
Attachment
age—
Attachment No. 4-1 to Exhibit H
DOCSOC/1706855v23/022363-0015
This Estoppel Certificate may be relied upon by the addressee, its lender and their respective successors
and assignees.
Bv:
Name:
Title:
Attachment No. 4-2 to Exhibit 1-1
DOCSOC/i 706855v23/022363-001
EXHIBIT I
PUBLIC ACCESS AGREEMENT
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Anaheim
201 South Anaheim Boulevard, 10`h Floor
Anaheim, California 92805
Attention: Community Development Director
This document is exempt from the payment of a recording fee
pursuant to Government Code Sections 6103 and 27383.
AGREEMENT REGARDING PUBLIC ACCESS
These AGREEMENT REGARDING PUBLIC ACCESS ("Public Access Covenants" or
"Declaration") are entered into as of . 20_. by and between the CITY OF
ANAHEIM, a California municipal corporation and charter city ("City'), and LAB HOLDING,
LLC.. a California limited liability company ("Developer"), with reference to the following:
A. City and Developer have executed an unrecorded Disposition and Development
Agreement. dated as of 2016 ("Agreement"), which provides for the sale by the City
to the Developer, and the development and operation by the Developer. of certain real property
located in the Cite (the "Property"). The Agreement is available for public inspection and copying at
the office of City Clerk. 200 South Anaheim Boulevard. Second Floor, Anaheim, California.
Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth
therefor in the Agreement.
B. The Property includes, without limitation. facilities described in the Agreement as
The Packing House, Farmers Park and the Packard Building. As a material part of the consideration
for the Agreement but for which the City would not have entered into the Agreement, Developer is
required to grant to public, and to maintain for a period commencing as of the recording hereof and
I-1
DOCSOC/1706855N,23/022363-0015
continuing in perpetuity public access to each of The Packing House, Farmers Park and the Packard
Building (collectively, the "Affected Properties") as more particularly set forth herein.
C. The foregoing recitals constitute a substantive part of these Public Access Covenants.
NOW, THEREFORE, in exchange for good and valuable consideration, receipt of which is
hereby acknowledged, Developer hereby conveys to City the following Public Access Covenants and
agrees and covenants as follows. for the benefit of the City and members of the general public:
1. Availability to Public. The Developer shall maintain and preserve, or cause to be
maintained and preserved, public access to each of the Packing House (excepting that facility
described in the Agreement as Cook's Chapel). Fanners Park and the Packard Building. free of
charge during normal business hours so long as such public use does not interfere with the business
operations of the Packing House. provided that Fanners Park may be closed, in its entirety, for not
more than sixty (60) private events per year and, at any time, may be subject to an entry fee for
special events open to the general public; provided further that Developer may also request to limit
public access for the Packing House. or a portion thereof, for special private events on an occasional
basis with the prior written permission of the City Manager, which permission may be granted or
withheld by the City Manager acting in his/her sole and absolute discretion. Public access as
required under this Section 1 is referred to herein as the "Defined Public Access."
City shall be deemed to retain an easement for the purposes of providing public access as
described in the foregoing portion of Section I of this Declaration.
2. Maintenance of Facilities. Developer shall be responsible to maintain those
facilities described in Section I hereof in such a manner that public access may be maintained, in
addition, Developer shall maintain such facilities as otherwise required under the Agreement,
including without limitation the Historic Covenants.
3. Failure to Maintain Public Access. In the event Developer does not maintain the
Defined Public Access, City shall have the right to take such actions, after written notice to
Developer, to remedy such deficiencies. provided that the failure by City to so do shall not exonerate
or excuse Developer from its duties hereunder. However, prior to taking any such action, City agrees
to notify Developer in writing if public access available does not conform to these Public Access
Covenants and to specify the deficiencies and the actions required to be taken by Developer to cure
the deficiencies. Upon notification of any deficiency under these Public Access Covenants.
Developer shall have thirty (30) days within which to correct, remedy or cure the deficiency.
In the event Developer fails to correct, remedy, or cure or has not commenced correcting,
remedying or curing such deficiency, under these Public Access Covenants after notification and after
the period of correction has lapsed, then City shall have the right to maintain, restore and/or preserve
the Defined Public Access in accordance with these Public Access Covenants and the notice
provided to Developer pursuant to the preceding paragraph. Developer agrees to pay City such
charges and costs. Until so paid, City shall have a lien on that certain property listed in Exhibit "B"
hereto (the "Affected Property") for the amount of such charges or costs. which lien shall be
perfected by the recordation of a "Notice of Claim of Lien" against the Affected Property. Upon
recordation of a Notice of a Claim of Lien against the Affected Propem�. such lien shall constitute a
lien on the fee estate in and to the Affected Property prior and superior to all other monetary liens
except: (i) all taxes, bonds, assessments, and other levies which. by law, would be superior thereto:
I-2
DOCSOC/1706855N-23/022363-001
(ii) the lien or charge of any mortgage, deed of trust, or other security interest then of record made in
good faith and for value, it being understood that the priority of any such lien for costs incurred to
comply with these Public Access Covenants and the Agreement shall date from the date of the
recordation of the Notice of Claim of Lien. Any such lien shall be subject and subordinate to any
lease or sublease of the interest of Developer in the Affected Property or any portion thereof and to
any easement affecting the Affected Proper-,, or an portion thereof entered into at any time (either
before or after) the date of recordation of such a Notice of Claim of Lien. Any lien in favor of City
created or claimed hereunder is expressly made subject and subordinate to any mortgage or deed of
trust made in good faith and for value, recorded as of the date of the recordation of the Notice of
Claim of Lien describing such lien as aforesaid. and no such lien shall in anv way defeat. invalidate.,
or impair the obligation or priority of any such mortgage or deed of trust. unless the mortgage or
beneficiary thereunder expressly subordinates his interest, of record, to such lien. No lien in favor of
City created or claimed hereunder shall in anv way defeat. invalidate. or impair the obligation or
priority of any lease, sublease or easement unless such instrument is expressly subordinated to such
lien. Upon foreclosure of any mortgage or deed of trust made in good faith and for value and
recorded prior to the recordation of any unsatisfied Notice of Claim of Lien, the foreclosure
purchaser shall take title to the Affected Property free of any lien imposed by City that has accrued
up to the time of the foreclosure sale, and upon taking title to the Affected Property, such foreclosure
purchaser shall only be obligated to pay costs associated with these Public Access Covenants and the
Agreement accruing after the foreclosure purchaser acquires title to the Affected Property. If the
Affected Property is ever legally divided with the written approval of City and fee title to various
portions of the Affected Property are held under separate ownerships, then on and after the
ownership of the Affected Property is divided. the burdens of the obligations in these Public Access
Covenants and the charges levied by Cit-,• to reimburse City for the cost of undertaking such
maintenance obligations of Developer and its successors and the lien for such charges shall be
separately, levied against the specific portion of the Affected Property to which such obligations
undertaken by the City relate. Upon such division of ownership. no separate owner of a portion of
the Affected Property shall have any liability for the liabilities of any other separate owner of another
portion of the Affected Property, and the lien shall be similarly apportioned and shall only constitute
a Lien against the portion of the Affected Property owned in fee by the owner who is liable for the
apportioned charges levied by City and secured by the apportioned lien and against no other portion
of the Affected Property. Developer acknowledges and agrees Cite may also pursue any and all
other remedies available in law or equity. Developer shall be liable for any and all attorneys' fees,
and other legal costs or fees incurred in collecting said maintenance costs. Nothing set forth in these
Public Access Covenants shall be construed to permit Developer to convey or transfer the Property or
any portion thereof except as permitted by the Agreement. including without limitation the
attachments thereto.
4. Compliance with Law. Developer shall comply with all local. state and federal laws
including all Governmental Requirements and Environmental Laws (as those terms are defined in the
Agreement) relating to the uses of or condition of the Affected Property.
5. Miscellaneous Provisions.
a. If any provision of these Public Access Covenants or portion thereof. or the
application to any person or circumstances. shall to anv extent be held invalid, inoperative or
unenforceable, the remainder of these Public Access Covenants., or the application of such provision
or portion thereof to any other persons or circumstances, shall not be affected thereby: it shall not be
deemed that any such invalid provision affects the consideration for these Public Access Covenants,
I-3
DOCSOC/1706855\•23/022363-001
and each provision of these Public Access Covenants shall be valid and enforceable to the fullest
extent permitted by law.
b. These Public Access Covenants shall be construed in accordance with the
laws of the State of California.
C. These Public Access Covenants shall be binding upon and inure to the benefit
of the successors and assigns of Developer.
6. Effect of Public Access Covenants. The covenants and agreements established in
these Public Access Covenants shall, without regard to technical classification and designation, run
with the land and be binding on each owner of the Affected Property and any successor in interest to
the Affected Property, for the benefit of and in favor of City, its successors and assigns. The
covenants contained in these Public Access Covenants shall remain in effect for the periods of time
specified therein. City is deemed the beneficiary of the terms and provisions of these Public Access
Covenants and of the covenants running with the land, for and in its own rights and for the purposes
of protecting the interests of the community and other parties, public or private, in whose favor and
for whose benefit these Public Access Covenants and the covenants running with the land have been
provided. These Public Access Covenants shall run in favor of City, without regard to whether City
has been, remains or is an owner of any land or interest in the Affected Property or adjacent to the
Affected Property. City shall have the right, if any provision of these Public Access Covenants is
breached, to exercise all rights and remedies. and to maintain any actions or suits at law or in equity
or other proper proceedings to enforce the curing of such breaches to which it or any other
beneficiaries of these Public Access Covenants may be entitled.
Term. These Public Access Covenants shall continue in effect in perpetuity.
[Signatures appear on following page.]
1-4
DOCSOC/1706855v23/022363-0015
IN WITNESS WHEREOF, the parties hereto have executed these Public Access Covenants
as of the day and year first hereinabove written.
CITY:
CITY OF ANAHEIM, a California municipal
corporation and charter city
Dated: . 20 By:
ATTEST:
LINDA N. ANDAL, CITY CLERK
City Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
City Manager
DEVELOPER:
LAB HOLDING LLC, a California limited
liability company
Dated: .20 Bv:
Its:
1-5
DOCSOC/170685 5v23/0223 63-0015
ATTACHMENT NO. I TO EXHIBIT I
ATTACHMENT NO. I TO EXHIBIT I
DOCSOC/l 706855\213/022363-0015
ATTACHMENT NO, 2 TO EXHIBIT I
LEGAL DESCRIPTION OF AFFECTED PROPERTY
PROJECT #1: PACKING DISTRICT
PACKING HOUSE
The real property referred to herein is situated in the County of Orange. City of Anaheim. State of
California, and is described as follows:
PARCEL 3 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3, 2014 AS INSTRUMENT NO.
201400215209 IN BOOK 379, PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF
SAID COUNTY.
FARMERS PARK AND PACKARD BUILDING
The real propem, referred to herein is situated in the County of Orange, City of Anaheim. State of
California, and is described as follows:
PARCELS I AND 2 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3. 2014 AS
INSTRUMENT NO. 201400215209 IN BOOK 379, PAGES 15-20 OF PARCEL MAPS IN
OFFICIAL RECORDS OF SAID COUNTY.
DOCSOC/ 170685 5 v23/022363-0015
EXHIBIT J
RELEASE OF CONSTRUCTION COVENANTS
This document is exempt from the payment of a
recording fee pursuant to Government Code Section
27381
RELEASE OF CONSTRUCTION COVENANTS
This RELEASE OF CONSTRUCTION COVENANTS (the "Release") is made by the CITY
OF ANAHEIM, a California municipal corporation and charter city (the "City"), in favor of
a (the "Developer"), as of the date set forth
below.
RECITALS
A. The City and the Developer have entered into that certain unrecorded agreement entitled
"Disposition and Development Agreement" dated as of— . 2016 (the "DDA")
concerning the conveyance and development of certain real property situated in the City of Anaheim
California designated as the "Property": the Property is that real property described in that grant deed
recorded among the official land records of the County of Orange ("Official Records") as Document No.
Z�
J-1
DOCSOC/170685 5v23/022363-0015
B. As referenced in Section 310 of the DDA. the City is required to furnish the Developer or
its successors with a Release of Construction Covenants (as defined in Section 100 of the DDA) upon
Completion of the Applicable Developer Improvements (as defined in Section 100 of the DDA). which
Release is required to be in such form as to pen -nit it to be recorded in the Recorder's office of Orange
Countv as to the area corresponding to the Applicable Developer Improvements (the "Project Site")- the
Project Site is described in Attachment No. I hereto. This Release is conclusive determination of
satisfactory Completion of the Applicable Developer improvements as described in Attachment No. 1
attached hereto and incorporated herein by reference.
C. The City has conclusively determined that such construction and development of the
Applicable Developer Improvements has been satisfactorily completed.
NOW. THEREFORE, the City hereby certifies as follows:
1. The Applicable Developer improvements as to the Applicable Project Site to be
constructed by the Developer in accordance with Sections 300-306 of the DDA and the Scope of
Development have been fully and satisfactorily completed and is free of any claims and/or liens.
The Applicable Project Site is hereby released from (i) the City's rights of access pursuant to
Section 308 of the DDA: and (ii) the City's rights of re-entry and re -vesting pursuant to Section 503 of the
DDA. Any operating requirements and all use. maintenance, security and/or nondiscrimination and other
covenants contained in the DDA with respect to the Project Site and other documents executed and
recorded pursuant to the DDA with respect to the Project Site shall remain in effect and enforceable
according to their terms. In addition, all other provisions of the DDA which affect the Property other than
the Project Site shall remain in full force and effect, provided, however. no Transferee (as defined in the
DDA) shall have any liability for any breach of or default by any other owner under the DDA which
occurs either prior to the date on which such Transferee took title to Applicable Project Site or following
the date on which such Transferee transfers or relinquishes its title thereto.
2. Nothina contained in this instrument shall modify_ in any other way_ any other provisions
of the DDA.
J-2
DOCSOC/1706855v23/022363 0015
IN WITNESS WHEREOF, the City has executed this Release this day of
.20
CITY:
CITY OF ANAHEIM, a California municipal
corporation and charter city
Dated: .20 Bv:
ATTEST:
LINDA N. ANDAL, CITY CLERK
City Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
City Manager
DEVELOPER:
LAB HOLDING LLC, a California limited
liability company
Dated: .20 By:
Its:
J1
DOCSOC/1706855v23/022363-0015
ATTACHMENT NO. I
DESCRIPTION OF THE PROJECT SITE
Attachment No. 1 to Exhibit J
DOCSOC/1706855v23/022363-0015
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached. and not the truthfulness,. accuracy, or validity of that
document.
STATE OF CALIFORNIA
COUNTY OF
On
personally appeared _
, before me.
}
ss.
(Print Name of Notary Public)
,Notary Public,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature ot Notary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
Title(s)
Partner(s) ❑ Limited
Attorney -In -Fact
Trustee(s)
Guardian/Con servator
Other:
Signer is representing:
Name OfPerson(s) Or Entity(ies)
DOCSOC/ i 706855v23/022363-001
❑ General
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
Signer(s) Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy. or validity of that
document.
STATE OF CALIFORNIA
COUNTY OF
On
personally appeared
before me.
i ss.
(Print Name of Notary Public)
, Notary Public,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies). and that by
his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the
instrument.
1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal,
Signature of Notary Public
OPTIONAL
Though the data below is not required by law. it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
Title(s)
❑ Partner(s) ❑ Limited ❑ General
❑ Attorney -In -Fact
❑ Trustee( s)
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
DOCSOC/1706855v23/022363-0015
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
Signer(s) Other Than Named Above
EXHIBIT K
RIGHT OF ENTRE' AGREEMENT
This RIGHT OF ENTRY AGREEMENT (the "AGREEMENT") is entered into
20_, by and between LAB HOLDING, LLC, a California limited liability company ("GRANTEE") and the
CITY OF ANAHEIM, a California municipal corporation and charter city ("GRANTOR").
RECITALS
A. GRANTOR, as "City," and GRANTEE, as "Developer." entered into that certain Disposition and
Development Agreement dated . 2016 (the "DDA"), pursuant to which the GRANTOR agreed,
subject to the fulfillment of the City's Conditions Precedent to convey the Property to the GRANTEE and
GRANTEE agreed, subject to Developer's Conditions Precedent to accept Conveyance of the Property and construct
the Applicable Developer Improvements thereon. All capitalized terms not defined herein shall have the meaning
set forth in the DDA, unless the context dictates otherwise.
B. GRANTOR is in the process of acquiring the Property.
RIGHT OF ENTRY AGREEMENT
I. Grant of Right of Entry. Subject to approval of the current property owner, the GRANTOR
hereby grants the GRANTEE, its employees. consultants, contractors, subcontractors, agents, tenants, purchasers,
and designees, permission to enter upon the Property ("Right of Entry") for the purpose of performing or causing to
be performed environmental, soils. and/or topographical tests and surveys ("Investigation") and for the purpose of
clearing, demolishing and rough grading ("Grading").
2. Termination. This Agreement shall terminate upon the earlier to occur of (i)
20 (ii) the Closing or (iii) termination of the DDA, unless otherwise extended by mutual agreement of the
parties.
3. Assumption of Risk. GRANTEE enters the Property and performs or causes to be performed the
Investigation, at its own risk and subject to whatever hazards or conditions may exist on the Property.
4. Condition of Propem Upon Termination of DDA Prior to Conveyance. If the DDA and this
Agreement are terminated prior to Conveyance (a) in the case of Investigation, GRANTEE shall restore the Property
to the condition extant immediately prior to the entry by Developer hereunder which shall include the repair or
replacement of any landscaping, structures, fences, driveways, or other improvements that are removed, damaged, or
destroyed by Grantee's employees, contractors, subcontractors, agents and designees, and (b) in the case of Grading
of the Property, the Developer shall provide a rough graded level site.
5. Indemnification and hold harmless. GRANTEE shall indemnif},, defend and hold harmless the
GRANTOR and City, its officers, directors, employees, contractors, subcontractors, agents, and volunteers
("Indemnitees") from any and all claims. suits or actions of every name, kind and description.. brought forth on
account of injuries to or the death of any person or damage to property arising from or connected with the willful
misconduct, negligent acts, errors or omissions, ultra -hazardous activities, activities giving rise to strict liability, or
defects in design by the GRANTEE or any person directly or indirectly employed by or acting as agent for
GRANTEE in the performance of this Right of Entry, except that such indemnity shall not apply to the extent such
matters are caused by the gross negligence or willful misconduct of the GRANTOR_ its officers, agents, employees
or volunteers.
It is understood that the duty of GRANTEE to indemnify and hold harmless includes the duty to defend as
set forth in Section 2778 of the California Civil Code.
K-1
DOCSOC/1706855v23/022363-001;
Acceptance of insurance certificates and endorsements required under this Right of Entry does not relieve
GRANTEE from liability under this indemnification and hold harmless clause. This indemnification and hold
harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to
any of such damages or claims for damages.
6. Insurance. During the term of this Right of Entry, GRANTEE and its contractors. subcontractors
and agents shall fully comply with the terms of the law of the State of California concerning worker's compensation
and shall provide insurance in accordance with the DDA.
Recording. Neither GRANTOR nor GRANTEE shall record this Right of Entry.
S. Attornev's Fees. If any legal action or proceeding arising out of or relating to this Right of Entry
is brought by either party to this Right of Entry, the prevailing party shall be entitled to receive from the other party,
in addition to any other relief that may be granted. the reasonable attorneys' fees, costs. and expenses incurred in the
action or proceeding by the prevailing party.
sent to:
10. Notices. All notices required or permitted under the terms of this DDA shall be in writing and
To Grantor: Citv of Anaheim
200 South Anaheim Boulevard, Second Floor
Anaheim. California 92805
Attention: Attention: City Manager
with a copy to: Stradling. Yocca, Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Thomas P. Clark. Jr.
To Grantee: Lab Holding. LLC
709 Randolph Avenue
Costa Mesa, California 92626
Attention: Shaheen Sadeghi
with a copy to: Allen Matkins Leck Gamble Mallory & Natsis LLP
1900 Main Street, 5th Floor
Irvine, California 92614
Attention: R. Michael Joyce
11. Time is of the Essence: Entire Agreement. Time is of the essence of the terms and provisions of
this Right of Entry. This Right of Entry constitutes the entire agreement between GRANTEE and GRANTOR with
respect to the matters contained herein, and no alteration, amendment or any part thereof shall be affective unless in
writing signed by parties sought to be charged or bound thereby.
K-2
DOCSOC/1706855v23/022363-001
12. Assignment. This Agreement shall be assignable as security to Grantee's Holder for the purposes
and with the limitations set forth herein.
APPROVED BY: "GRANTEE"
LAB HOLDING LLC, a California limited liability
company
Dated: 20 By:
Its:
"GRANTOR''
CITY OF ANAHEIM, a California municipal corporation and
charter city
Dated: 20 By:
Its:
K-3
DOCSOC/I 706855N23/022363-0015
EXHIBIT L
ASSIGNMENT OF CONTRACTS
This Assignment of Contracts (the "Assignment") is made and entered into as of this day of
2016 ("Assignment Date"), by and between. THE CITY OF ANAHEIM, a California municipal
corporation and charter city ("Assignor'), and LAB HOLDING LLC, a California limited liability company
("Assignee"), with reference to the following facts.
RECITALS:
A. Assignor and Assignee are parties to that certain Disposition and Development Agreement, made
and entered into as of . 2016 (the "DDA"), pursuant to which Assignor agreed to sell to Assignee. and
Assignee agreed to purchase from Assignor the Property. Capitalized terms used herein and not separate defined
have the meanings ascribed to them in the DDA.
B. Assignee has acquired fee title to the Real Property from Assignor on the Assignment Date.
Assignor now desires to assign and transfer to Assignee all of Assignor's rights and interests in and to all warranties
and guarantees provided to Assignor by vendors and/or contractors with respect to the real and personal property
described in Attachment No. 1 hereto (collective]y. the "Contracts').
NOW. THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. Assignment and Assumption. Effective as of the Assignment Date, Assignor hereby grants,
transfers, conveys, assigns and delegates to Assignee all of its rights and interests of Assignor in, to and under the
Contracts that are set forth in Attachment No. I attached hereto and made a part hereof, provided. however. such
assignment, transfer and sale shall not include any rights or claims arising prior to the Assignment Date which
Assignor may have against any party to the Contracts.
2. No Warranties. Assignor is transferring each of the Contracts to Assignee (to the extent the terms
of an), of the Contracts do not limit or restrict such right) without any warranty of any kind or nature. This
Assignment shall not be construed as a representation or warranty by Assignor as to the transferability or
enforceability of the Contracts, and Assignor shall have no liability to Assignee in the event that any or all of the
Contracts (a) are not transferable to Assignee or (b) are canceled or terminated by reason of this Assignment or any
acts of Assignee. Notwithstanding any provisions of this Assignment to contrary effect. Assignor is released and
exonerated from anv duties, liabilities or obligations with respect to the Contracts which arose prior to the transfer of
such Contracts.
3. Dispute Costs. In the event of any dispute between Assignor and Assignee arising out of the
obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision
contained herein (but not with respect to any disputes under the contract assigned hereunder), the losing party shall
pay the prevailing party's costs and expenses of such dispute. including, without limitation, reasonable attorneys'
fees and costs. Anv such attorneys' fees and other expenses incurred by either party in enforcing a judgment in its
favor under this Assignment shall be recoverable separately from and in addition to any other amount included in
such judgment, and such attorneys' fees obligation is intended to be severable from the other provisions of this
Assignment and to survive and not be merged into any such judgment.
4. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed
an original, and all of which shall, taken together, be deemed one document.
5. Survival. This Assignment and the provisions hereof shall inure to the benefit of and be binding
upon the parties to this Assignment and their respective successors, heirs and permitted assigns.
L-1
DOCSOC/1706855v23/022363-0015
6. No Third Partv Beneficiaries. Except as otherwise expressly set forth herein. Assignor and
Assignee do not intend, and this Assignment shall not be construed, to create a third -party beneficiary status or
interest in. nor give any third -party beneficiary rights or remedies to. any other person or entity not a party to this
Assignment.
7. Governing Law. This Assignment shall bt, governed by. interpreted under. and construed and
enforceable in accordance with. the laws of the State of California.
[SIGNATURE PAGES TO FOLLOW]
L-2
DOCSOC/1706855v23/02236-' -00 15
IIT WITNESS WHEREOF. the parties hereto have executed this Assignment as of the Assignment Date.
ASSIGNOR:
CITY OF ANAHEIM,
a California municipal corporation and charter city
Dated: 2016 By:
ATTEST:
LINDA N. ANDAL, CITY CLERK
City Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant Citv Attorney
City Manager
ASSIGNEE:
LAB HOLDING LLC. a California limited
liability company
Dated: .20 By
Its:
L-3
DOCSOC/I706855v23/022363-0015DOCSOC/I 706855v23/022363-0015
ATTACHMENT NO. 1
LIST OF CONTRACTS
LIST OF CONTRACTS ANI) WARRANTIES
WARRANTY BINDERS
Binder Label Contents Company Date
Packard Building Warranties
Packard Building Additions and Operations and
Landscaping Maintenance Manuals
Farmers Park Warranties
Farmers Park Warranties
Tovev/Schultz Construction. Inc. 9/6/2011
Tovey/ Schultz Construction, Inc. 6/5/2012
Tovev/Shultz Construction, Inc. 4/24/13
Synthetic Grass Warehouse, Inc. 11/6/15
Citrus Packing House
Rehabilitation Project Warranties Tovey/Shultz Construction. Inc. 9/26/2012
Citrus Packing House Level 2
HVAC Warranties Tovey/Shultz Construction, Inc. 9/26/2012
The Anaheim Packing House
Level II - Landscape
Improvements Close Out Documents Questar Construction 4/1/2013
Service Agreements
Service
Description
Company
Date
Common Area main
Countv Heating & Air
HVAC
units: RTU: 1-5
Conditioning
6/1/2015
Grease removal from
Western Professional Restaurant
Grease Traps
traps
Services
5/28/2014
Fire alarm system
Fire Alarm
monitoring
Vector Security
3/27,/2014
SP Plus Security (Universal
Security
Daily security services
Protection)
6/1/2014
Elevator mechanical
Elevator
services
Schindler Elevator Corporation
7/9/2012
Attachment No.
1-1 to Exibit L
DOCSOC/1706855v23/022361-0015
EXHIBIT M
ASSIGNMENT AND ASSUMPTION OF LEASES
This ASSIGNMENT AND ASSUMPTION OF LEASES (this "Agreement") is executed as
of the day of 2016 ("Agreement Date"), by and between CITY OF
ANAHEIM. a California municipal corporation and charter city ("Assignor"). and LAB HOLDING,
LLC, a California limited liability company ("Assignee").
RECITALS:
B. Assignor and Assignee are parties to that certain Disposition and Development
Agreement. made and entered into as of 2016 (the "DDA"). pursuant to which
Assignor agreed to sell to Assignee, and Assignee agreed to purchase from Assignor the
Property. Capitalized terms used herein and not separately defined shall have the same
definitions as set forth in the DDA.
C. Assignee acquired fee title to the Property from Assignor on the Agreement Date.
Assignor now desires to assign and transfer to Assignee all of Assignor's right, title. and interest
in and to all the leases (the "Leases") set forth on Schedule "1" hereto. and Assignee desires to
accept such assignment and to assume and perform all of Assignor's covenants and obligations in
and under the Leases.
NOW. THEREFORE, in consideration of the foregoing recitals and for other good and
valuable consideration. the receipt and sufficiency of which are hereby acknowledged. Assignor and
Assignee hereby agree as follows:
1. Assignment and Assumption. Assignor hereby assigns and transfers to Assignee
all of Assi-nor's right. title and interest in and to the Leases set forth on Schedule "I" hereto
from and after the Agreement Date. Assignee hereby accepts the above assignment and
expressly assumes and covenants to keep. perform, fulfill and discharge all of the terms,
covenants. conditions and obligations required to be kept, performed, fulfilled and discharged by
Assignor under and with respect to the Leases set forth on Schedule "1 " hereto from and after the
Agreement Date. In no event shall this Agreement be deemed to include, and Seller hereby
reserves, all rights and claims against the Assignee based on acts. events or circumstances
occurring prior to the Agreement Date.
2. Dispute Costs. In the event of any dispute between Assignor and Assignee arising
out of the obligations of the parties under this Agreement or concerning the meaning or
interpretation of any provision contained herein. the losing party shall pay the prevailing party's
costs and expenses of such dispute. including. without limitation. reasonable attorneys' fees and
costs. Any such attorneys' fees and other expenses incurred by either party in enforcing a
judgment in its favor under this Agreement shall be recoverable separately from and in addition
to any other amount included in such judgment. and such attorneys' fees obligation is intended to
be severable from the other provisions of this Agreement and to survive and not be merged into
any such judgment.
M-1
DOCSOC/1706855v23/022363-001
I . Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original. and all of which shall. taken together. be deemed one document.
4. Survival. This Agreement and the provisions hereof shall inure to the benefit of
and be binding upon the parties to this Agreement and their respective successors. heirs and
permitted assigns.
5. No Third Partv Beneficiaries. Except as otherwise expressly set forth herein.
Assignor and Assignee do not intend, and this Agreement shall not be construed, to create a
third -party beneficiary status or interest in, nor give any third -party beneficiary rights or
remedies to. any other person or entity not a party to this Agreement.
6. Governing La". This Agreement shall be governed by, interpreted under. and
construed and enforceable in accordance with. the laws of the State of California.
[SIGNATURE PAGES TO FOLLOW]
M-?
DOCSOC/1706855v23/022363-001
IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Agreement as
of the day and year first above written.
ASSIGNOR:
CITY OF ANAHEIM.
a California municipal corporation and charter city
Dated: .2016 By:
City Manager
ATTEST:
LINDA N. ANDAL, CITY CLERK
City Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
M-3
DOCSOC/1706855�23/02236'-001
ASSIGNEE:
LAB FOLDING LLC. a California limited
liability company
Dated: .20 By:
Its:
M-4
DOCSOC/1706855v23/02236 3-001
SCHEDULE 1
LEASES
No.
Pnntr Patio A reement 1st 3rd Memorandum of
Lease Name Business Nmne Space No. '2nd Amendment Other Agreements
Afiremnent gDzte
No.y No. Amendment Amendment Lease
Packing House
1
Amara Resf argot, LLC
Adya
201
5
201
Lease
March 5, 2013
to Lease
(June 20, 2014)
X
Anaheim Plardware & Hardwork,
_
to Lease with
2
LLC (assigned by LAB H.Idinp-
the Ilannner
215
14
WA
Lease
June 13, 2013
Assignment
X
LLC
(June 18, 2014)
3
Annie Living, LLC
Poppar
211
7
N/A
Lease
January 24,
2013
to Lease
(June 20, 20t4)
_
X
Barbara and Maurizio Cocchi dhn
_
_
4
Vital y Piadins and Cucina
Vilely
107-A
?
NfA
lease
itiay R, 2015
sOctober
Buy N Bulk Laguna Coll'
Buy N Bulk
IOR
16
N/A
Lease
3,
2013
to Lease
(Sone 23, 2014)
X
6
BXCR, LLC
BXCR
III
NIA
WA
Lease
A rit 8, 2015
_
7
Cafecito Organicq LLC
Cafecito Orgavco
210
N/A
NIA
_
Lease
February 27,
to Lease
to Lease
to Lease
X
2012
(August 9, 2012)
(June 23, 2014)
S
The Chippy Group LLC
nlix it un Soup'N
207
22
WA
Lease
August 27,2015
Salad
I. Lease
I. April 26,
to Amended and
Release oFMemarandon, o('
2 Amended and
2012
Restated Lease
to `. ease
A.
Lease dated
9
The ('hippy Paitn<s.�s, LLC
the ('hippy
204
N/A
N/A
Restated
2_ February IQ
(.August 22,
If 16, 2014)
January 1, 201?
A reams emutt
21713
2013
_
(recorded March 9, 2015)
to lease with
W
Cook's Chapel (assiaued by LAB
Conk's Chapel
112 and
N/A
N/A
Le-
February 20,
Assignment
to Lease
Holding. LLC)
113
2014
(August 25,
(April 8, 2015)
2014)
_
to Lease
I I
Fcco Pizza Slhoppe, LLC
Cee. Piz.
209-D
18
2096
Lease
June 13, 2013
(October 21,
X
20t4)
12
George R Gretchen, Inc.
fi eorgins
209-A
2{1
209A
Lease
r
Decembe19,
2013
to
(June 16, 2014)
Least
13
Grndns (Ibnnally ('-West St)le)
Ormrge Tei
^202 and
203
E
202 and
203
Lease
February 4,
2013
to lease
(Juga 16, 2014
-
X
14
Ltaoji, LLC
Crepe Coop
)05
_
8
N/A
Lease
January 15,
_
to pease
X
2014
(July 15, 2014)
I5
Hans Elameaade, LLC
Hans
Hans Homemade
208
19
N/A
_
Lease
September 4,
to Lease
X
Cream
2013
(June 20 2014)
16
iloaste Investment Group, i.LC
the Kroft
109
2
N/A
Lease
May 22, 2013
to Lease
(June 20 2014)
Y
to Lease with
C(1PA Restmnant Group,
17
Jav-i" Ctmdra
tlrba°a
101,101
N/A
N/A
Lease
May 29, 21) ]4
Assignment and
ITC Cm poste Resolution
t 1
4
Assumption of
(!'ending)
Lease (Pendia �
18
1 I hrvestments, LLC
Kettle Bar
1)67-Band1
106
Lease
August 27,
to Lease
X
2013
(June 18, 2014)
Junk .Juice, LLC
January 27,
to Lease
to Lease with
Assumption of
Release of Leasehold interest
14
(assumed front limon Drop
Lemon Drop
206
15
N/A
Lease
2014
(June 2(1, 2014)
Lease
X
dated
Juices, LLC
(April 28, 2015)
January 24, 2014
20
Kevin Noswonhy and Alma
Dark IRO
K -I
17
N/A
Lease
February 5,
to Lease
to Lease
(Augnat 28,
X
Ayvazimn
4.
2014
(June I6, 2014)
-
21
- Pa tura a1 Anaheim, LL(
Blind-
-103 and
I I and
N`A
Cease, and
March )5, 2013
to Lease
X
(2 wodors)
Rabbit/Ro7[ing Boit
104
12
Guaranty of Lease
(June 25, 2014
22
Partners at Anaheim, LLC
Iran Press
205
1 9 and 10
1 205
I Lease, and
March l8, 2013
to Lease
v
X
Schedule I to Exhibit M
Page I of 2
00( 'SO(71 706855v23/022363-00 15
No.
Lease Name
Business Name
Space No.
Pantry
Patio
Agreement
Agreement
Is[
2nd Amendment
3rd
blentorandum of
011ter ,Agreements
No.
No,
Dale
Amendment
Amendment
Lease
G,aranty of Lease
(June 24, 2014)
23
RR Bakery. Inc
Pander Bakery
214
N/A
214
Lease
November 12,
x
2014
29
San Clemente Cellar, Ltc,
Black Sheep21
3
l i
N/A
Lcase
Nn 21, 21113
o Lease
X
y
(June 24, 2014)
25
Sawleaf, Inc Ifixnmlly R P grow
SawlcaF U,176
110
4
N/A
Lease, curd
December I9,
to Lease
(October 27,
X
Restmumus)
Guaranty of Lease
2013
2014)
____
_ _
Packard Building
26
ABR Brewery and Restaurant, Inc.
Anaheim Brewery
Retail Lease
October 1,
X
201 0
27
Umami Burger, LLC
Umami Burger
Lease
July 1, 201 I
X
h1AKG (500 S. Anaheim Blvd.)
September I8,
28
Lab Holding , LLC
NIAK6
Lease
2014
Schedule l to Exhibit M
Page 2 of 2
U(_)C'SOG17068555°23/022363-0015
EXHIBIT N
MEMORANDUM OF AGREEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
AND SEND TAX STATEMENTS TO:
City of Anaheim
200 South Anaheim Boulevard, Second Floor
Anaheim, California 92805
Attention: City Manager
This document is exempt from the payment of a
recording fee pursuant to Government Code Section
27383.
[uTiiluIi7:7:�i;ITiJu Cil 0I_�t�7�filu l il`►fl l
This MEMORANDUM OF AGREEMENT (the "Agreement') is entered into as of
20 by and between the CITY OF ANAHEIM, a California municipal corporation
and charter city (the "City"), and LAB HOLDING, LLC, a California limited liability company (hereinafter
referred to as "Developer").
RECITALS
1. Recordation of Memorandum of Agreement. This Memorandum of Agreement evidences that
certain unrecorded Disposition and Development Agreement between the City and the Developer dated
,20 ("DDA''), a copy of which is on file with the City as a public record. Capitalized terms
not defined herein shall have the meaning set forth in the DDA. When recorded at the Closing the DDA is a burden
against Developer's fee simple interest in the Property which Property is more particularly described in Attachment
No. l attached hereto and incorporated herein by reference. The DDA provides, among other things, and subject to
the fulfillment of certain Condition Precedent, for a conveyance of the Property to the Developer and for the
development and operation by Developer thereon of Developer Improvements. The Covenants shall run with the
land and be binding upon the heirs, successors and assigns of Developer. Among the covenants that survive the
conveyance of the Property to Developer are the "Surviving Covenants"; "Surviving Covenants" means the
covenants, obligations and promises of Developer hereunder, including without limitation the covenants, obligations
and promises set forth in Section 103, 103.2, 103.3, 103.4, 204. 204.3. 204.4, 304 through 309, inclusive. 311.4,
312, 400. 401, 503, 603, 6041, and 624 of the DDA. The Surviving Covenants shall survive the Closing, run with the
land and be binding upon heirs, successors and assigns of Developer. The Covenants contained in Sections 103. 401
of the DDA. and the Declaration shall remain in effect in accordance with their respective terms. The Covenants
contained in Sections 204.3. 204.4, 307, 309. 401.1. 402. 403, and 603 of the DDA shall remain in effect in
perpetuity.
N-1
DOCSOC/1706855v23/022363-0015
IN WITNESS WHEREOF, the undersigned have executed this Memorandum of Agreement as of the
day of .20—.
CITY:
CITY OF ANAHEIM, a California municipal corporation
and charter city
Dated: 20 Bv:
ATTEST:
LINDA N. ANDAL, CITY CLERK
City Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
City Manager
DEVELOPER:
LAB HOLDING LLC. a California limited
liability company
Dated: .20 By:
Its:
N-2
DOCSOC/1706855r23/022363-0015
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached. and not the truthfulness, accuracy. or validity of that
document.
STATE OF CALIFORNIA
COUNTY OF
On
personally appeared _
, before me.
l
ss.
(Print Name of Notary Public)
, Notary Public,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
ienature of Notary Public
OPTIONAL
Though the data below is not required by !am-. it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
I�
■
Title(s)
Partner(s) ❑ Limited
Attornev-In-Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s)6r Entity(ies)
DOCSOC/1706855v25/02236x-0015
❑ General
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Paees
Date Of Documents
s) Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that
document.
STATE OF CALIFORNIA
COUNTY OF
On
personally appeared _
, before me,
i
I ss.
(Print Name of Notary Public)
Notary Public.
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law. it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED Bl' SIGNER
❑ Individual
❑ Corporate Officer
❑
Title(s)
Partner(s) ❑ Limited
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name OfPerson(s) Or Entity(ies)
DOCSOC/1706855v23/022363-001
❑ General
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Pages
Date Of Documents
s) Other Than Named .Above
EXHIBIT 0
BILL OF SALE
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, THE CITY OF ANAHEIM, a California municipal corporation and charter
city, ("Seller"), does hereby give, grant, bargain, sell, transfer and deliver unto LAB HOLDING
Ll_:C. a California limited liability company ("Buyer"), pursuant to that certain Disposition and
Development Agreement dated 2016 (as amended, the "Agreement"), all of Seller's
right, title and interest in and to that certain personal property listed on the attached Schedule "I" (the
"Personal Property") owned by Seller and located on and used in connection with the ownership
and/or operation of the real property more particularly described on Schedule "2" attached hereto
("Real Property"), which Real Property is being conveyed to Buyer on or about of even date
herewith. The Personal Property is hereby acquired by Buyer "AS -IS" without any representation or
warranty of any kind or nature of Seller, express, implied or statutory, as to the nature of or title to
the Personal Property or its fitness for Buyer's intended use of same.
EXECUTED as of , 2016.
SELLER:
CITY OF ANAHEIM,
a Calilornia municipal corporation and charter city
By:
City Manner
ATTEST:
LINDA N. ANDAL, CITY CLERK
City Clerk,
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
0-1
DOCSOC/1706855v23/022363-001-4;
1:3�ti�Iil
LAB HOLDING LLC, a California limited
liability company
INo
Its:
Schedule 0-2
DOCSOC/1706855v23/022363-0015
SCHEDULE 1
SCHEDULE OF PERSONAL PROPERTY
Count
Item/Furniture
2
Office chairs
2
Global Industrial stools
2
Global Industrial stools
4
Galvanized tubs
2
Ballard Design -Umbrella
4
Ballard Design -Umbrella Stand
10
Black Oak Library Chairs
4
White Oak Picnic Table/Bench Set
35
Stools for rim of atrium
8
Planters for Railyard & Front Deck
2
Low Armchairs (outdoors)
7
Rocking chairs (outdoors)
5
Side Stacking Chairs (outdoors)
4
Haywood Wakefield Vintage Theater Seat
4
Barstools
4
Common Tables
8
Benches for Common Tables
4
Train Station Benches
7
Sisal Net Pendant Lamps (stage area)
1
Industry Serving Table (entrance)
4
Renata Dining Chairs
11
Cast Iron Table Bases
7
Cafe Table Tops
4
Studio Floor Lamps
2
Libby Desk Lamps
6
Nash Chairs
4
Aluminum Stools
35
Hudson Chair -Steel Frame
2
Leesburg Bench with Back
7
Redwood restaurant Tables
2
Redwood Bar Height Tables
2
Steamer Basket
8
Wire shelf -black epoxy coated finish
35
Food Trays
2
Glass Vase on wood pedestal
4
Glass round vase on wooden base
2
Wood and glass showcase
5
Hand -Woven Bee Skeps
4
Wooden Bench in Natural
2
Garden Bistro Table
4
Garden Bistro Chair
2
Bistro Table
1
Abdul Side Table -gold
Schedule 1-1 to Exhibit O
DOCSOC/1706855v23/022363-0015
Count Item/Furniture
4
2
2
2
2
4
2
4
4
2
3
2
1
2
2
1
2
4
1
1
2
1
2
1
2
1
1
2
2
8
4
4
3
2
2
2
4
6
4
1
1
Rectangular Tin Tray w! Stand
Rectangular Wooden Table
Rectangular Wooden Bench
Rectangular Rattan Chair
Rectangular Rattan Bench
Square Rattan Stool
Set of 2 Rectangular Rattan Storage w/wheels
Round Metal Stool
Yalria Cafe Chair
Redwood Picnic Tables w/ benches attached
Wood Double Icebox w/ butcher -block
Glass Round vase on wooden base
Salvaae Metal Drum Stool W/Wood Seat
Darby Metal Stool
Willow Gathered Baskets
Harpoon Wood and Iron Stool
Stilt High Dining Table
Main Round Baskets
Seagrass Cube
Sandblasted Marble Cafe Table
Antwerp Dining Table
Antwerp Bench
Gaviota Hemp Pouf Natural
Kent Iron Chair
Rialto Square Table
Silver Jute Moghul Chair
Silver Jute Moghul Table
Old Iron Folding Chair
Old Iron Folding Table
Big Sur Table
Nest Chair
Ingrid Rattan Dining Chair
Fulton Chair
Theo Chair
Jute Hanging Planter Large
Jute Hanging Planter Small
Pecos Planters Large
Wine Trough
Primitive Jumbo Bowl
Primitive Vase Cachepot Medium
Primitive Cachepot Medium
Leather School Chair
Welder's Table Round
Public School Chairs
Custom Sofa (72", olive wool, antique copper finish)
Inheritance Collection Armchair w/antique finish
Flooring Furnish Isfahan carpet in one room 8.8 sq. yards
Schedule 1-2 to Exhibit O
DOCSOC/1706855v23/022363-0015
Count Item/Furniture
6 Black round tables
4 Propane heaters
15 Cushions
2 Sack Bench
2 Meridian Accent Table (Green)
2 Meridian Accent Table (White
6 Cocktail tables w/smudge pot
2 Coffee Table
2 Marais Dining Table
Stools
21 Open Weave Burlap Drapery
6 Dakota Mocha Rope Tieback
4 Redwood Planters w/metal trays
2 Porch Swings
2 White Oak Couches
2 Open Weave Sheer Linen Drapery
2 Open Weave Bulap Drapery
1 Oriental carpet under oak couches
2 Leather Couches
2 Desks
1 Security Svstem and Cameras
1 Audiovisual (AN) System
2 Communitv tables with paper rolls
1 Industrial metal table
I Birdhouse table
21 Park chairs
4 Redwood low tables with metal bases
4 Fiberglass Roosters
I Copper Dial Thermometer
10 Outdoor Wood and Metal Rocker
1 Outdoor Ping Pon- Table
1 Baker's Rack/2 Wire Shelf
1 Large Table
6 Outdoor Coffee Table
2 Day Tables
2 Picnic Tables with Benches
Misc. Office Equipment
Misc. Janitorial Equipment
1 Oak desk - 5wide a 34" deep a 31" high
1 Oak desk - 5' wide a 32" deep a 31" high
1 Table w/ black tabletop - 10' 1" long x 38" wide a 31.1" high
1 boa Miscellaneous silver metal letters
2 Rail car shades
Schedule 1-3 to Exhibit O
DOCSOC/1706855N 23/022363-001
SCHEDULE 2
LEGAL DESCRIPTION OF PROPERTY
PROJECT #l: PACKING DISTRICT
PACKING HOUSE
The real property referred to herein is situated in the County of Orange. City of Anaheim. State of California. and is
described as follows:
PARCEL 3 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3.2014 AS INSTRUMENT NO. 201400215209
IN BOOK 379. PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF SAID COUNTY.
FARMERS PARK AND PACKARD BUILDING
The real property referred to herein is situated in the County of Orange. City of Anaheim. State of California, and is
described as follows:
PARCELS I AND 2 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3, 2014 AS INSTRUMENT NO.
201400215209 IN BOOK 379. PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF SAID COUNTY.
MAKE BUILDING (500 S. ANAHEIM BOULEVARD)
The real property referred to herein is situated in the County of Orange. City of Anaheim. State of California, and is
described as follows:
PARCEL 3 OF PARCEL MAP NO. 89-311, IN THE CITY OF ANAHEIM. COUNTY OF ORANGE, STATE OF
CALIFORNIA. AS PER MAP FILED IN BOOK 260. PAGES 1 TO 4 INCLUSIVE OF PARCEL MAPS. IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF ANAHEIM IN GRANT DEED
RECORDED MAY 02. 2006 AS INSTRUMENT NO. 2006000294061, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
ALSO EXCEPTING THEREFROM ALL OIL, MINERAL. GAS OR OTHER HYDROCARBON SUBSTANCES
BELOW THE DEPTH OF 500 FEET, UNDER THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT
OF SURFACE ENTRY OR ANY OTHER USE OF THE LAND ABOVE SUCH 500 FOOT DEPTH, AS
RESERVED IN DEED RECORDED MAY 05. 1989. AS INSTRUMENT NO. 89-238472 OF OFFICIAL
RECORDS
Schedule 2 to Exhibit O
DOCSOC/I 706855v23/022363-0015
M.11-0-113YA I
DESIGN REVIEW PROCESS
Conceptual Site Plans and Basic Concent Drawings. Concurrently herewith Developer has
submitted and the City has approved Conceptual Site Plans and Basic Site Plans for the
Developer Improvements, which Conceptual Site Plans and Basic Site Plans are attached
hereto as Exhibit G.
2. Design Development Drawings. After the City's approval or conditional approval of the
Basic Concept Drawings, and within the time set forth in the Schedule of Performance, the
Developer shall submit to the City the following plans and drawings with respect to the
Developer Improvements (the "Design Development Drawings"), which must include the
following:
(a) A fully dimensioned Site Plan which complies with the Citys site plan submittal
process for review by the City Planning Commission, which includes a landscape
plan, with hardscape plans, sections and elevations, including lighting, equipment,,
lumishings and planting schedules.
(b) Materials and color board.
(c) Floor plans.
(d) Roof plans.
(e) Elevations and project sections.
(f) Tabulation of areas/uses.
(g) Elevations of major public spaces.
(h) A traffic and circulation plan as applicable or as many be required by the City's
Traffic Engineer.
(i) A rendered perspective.
0) Graphics and signage plans.
(k) Lighting schedules with samples or manufacturer's literature for exterior lighting and
lighting on building exteriors. Lighting locations are to be shown on landscape plans
and elevations.
(1) Preliminary landscape plans.
(in) Communal spaces.
(n) Pedestrian and Vehicular Access.
P-1
DOCSOC/1706855\,23/022363-0015
(o) Parking.
(p) Trash/Trash enclosures.
3. Construction Drawings and Related Documents. After the City's approval of the Design
Development Drawings and within the time set forth therefor in the Schedule of
Performance. the Developer shall prepare or cause to be prepared and submit to the City
Manager detailed construction plans with respect to the Developer Improvements, including
without limitation a grading plan. which shall have been prepared by a registered civil
engineer (the "Construction Drawings").
4. Standards for Disapproval. The Cite shall have the right to disapprove the Basic Concept
Drawings in its sole discretion. The City shall have the right to disapprove in its reasonable
discretion any of the Design Development Drawings if (a) the Design Development
Drawings do not substantially reflect a logical iteration of the Basic Concept Drawings. or (b)
the Design Development Drawings do not conform to the Agreement to which the Exhibit P
is attached in any material way. or (c) the Design Development Drawings are incomplete in
any material way. The City Manager shall have the right to disapprove in his reasonable
discretion anv of the Construction Drawings if (a) the Construction Drawings do not
substantially reflect a logical iteration of the Design Development Drawings in any way, or
(b) the Construction Drawings do not substantially conform to the Scope of Development or
the Agreement to which the Exhibit P is attached in any way, or (c) the Construction
Drawings are incomplete in any way. The City's notice shall state in writing the specific
reasons for disapproval and when such disapproval is given, and any disapproval must be in
writing and given within thirty (30) days after request for approval is given by Developer.
The Developer, upon receipt of any such a disapproval. shall revise such portions and
resubmit the disapproved Basic Concept Drawings.. Design Development Drawings, or
Construction Drawinas, as the case may be, disapproved thereby_ by the time established
therefor in the Schedule of Performance.
The Developer acknowledges and agrees in addition to the City land use regulaton7 authority
that City is entitled to approve or disapprove the Basic Concept Drawings. Design
Development Drawings and Construction Drawings in order to satisfy the City's obligation to
promote the sound development and redevelopment of land within the Project, to promote a
high level of design which will impact the surrounding development, and to provide an
environment for the social, economic and psychological growth and well-being of the
citizens of the City and the Project.
5. Consultation and Coordination. During the preparation of the Design Development
Drawings and Construction Drawings. staff of the City and the Developer shall hold joint
progress meetings with Cite staff to coordinate the preparation of, submission to. and review
of the Basic Concept Drawings, Design Development Drawings and Construction Drawings
by the City Manager and the City. The staff of the City and the Developer shall
communicate and consult informally as frequently as is necessary to ensure that the formal
submittal of anv documents to the City can receive prompt and thorough consideration.
6. Revisions. If the Developer desires to propose any substantial exterior revisions to the
approved Basic Concept Drawings or Design Development Drawings. it shall submit such
proposed changes to the City Manager, and shall also proceed in accordance with any and all
P-2
DOCSOC/1706855v23/022363-0015
state and local laws and regulations regarding such revisions, within the time frame set forth
in the Schedule of Performance for the submittal of the Design Development Drawings. City
shall expedite any response as necessary to avoid delay. subject to statutory notice
requirements. Any change proposed in the approved Basic Concept Drawings may be
disapproved by the City in its sole and absolute discretion. Any and all change orders or
revisions required by the City and its inspectors which are required under the Municipal Code
and all other applicable Uniform Codes (e.g. Building, Plumbing, Fire,, Electrical, etc.) and
under other applicable laws and regulations shall be included by the Developer in its Basic
Concept Drawings, the Design Development Drawings, or the Construction Drawings and
completed during the construction of the Developer Improvements: City shall approve any
and all such required changes.
P-3
DOCSOC/ 170685 5N,23/022363-0015
EXHIBIT Q
HISTORIC COVENANTS
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Citv of Anaheim
201 South Anaheim Boulevard. 10th Floor
Anaheim, California 92805
Attention: Community Development Director
This document is exempt from the payment of a recording fee
pursuant to Government Code Sections 6103 and 27383.
HISTORIC COVENANTS
These HISTORIC COVENANTS ("Historic Covenants") are entered into as of
20_, by and between the CITY OF ANAHEIM, a California municipal
corporation and charter city ("City"), and LAB HOLDING, LLC, a California limited liability
company ("Developer"), with reference to the following:
A. City and Developer have executed a Disposition and Development Agreement. dated
as of , 2016 ("Agreement"), which provides for the sale by the City to the Developer,
and the development and operation by the Developer, of certain real property located in the City (the
"Property"). The Agreement is available for public inspection and copying at the office of City
Clerk, 200 South Anaheim Boulevard, Second Floor, Anaheim, California. Capitalized terms used
herein and not otherwise defined shall have the same meaning as set forth in the Agreement.
B. The Property includes three historically -significant buildings: The Packing House,
the Burns House, the Packard Building and the MAKE Building (500 S. Anaheim Boulevard); the
location of these buildings is shown on the Site Map set forth in Attachment No. 1, attached hereto
and incorporated herein. The Packing House, the Burns House, the Packard Building and the MAKE
Building are sometimes referred to collectively herein as the "Historic Properties." The Historic
Properties are described in the legal descriptions set forth in Attachment No. 2, attached hereto and
incorporated herein.
C. The Agreement requires the Developer to execute these Historic Covenants to
provide for the restoration, maintenance and preservation of the Historic Properties and to restrict the
modification. renovation, or other development or construction activity at or affecting the Historic
Properties. These Historic Covenants are intended to encumber the Historic Properties and run with
the land.
D. The foregoing recitals constitute a substantive part of these Historic Covenants.
NOW, THEREFORE. in exchange for good and valuable consideration, receipt of which is
hereby acknowledged, Developer hereby conveys to City the following Historic Covenants and
agrees and covenants as follows, for the benefit of the Cit-,,,:
Q-1
DOCSOC/1706855v23/022363-001;
1. Historic Integrity. The Developer shall maintain and preserve, or cause to be
maintained and preserved (and with respect to the Bums House, the Developer shall restore), the
historic integrity of the Historic Properties, including without limitation maintenance of the Character
Defining Features (defined below) of the applicable Historic Properties in a manner that meets and is
consistent with the following standards:
a. Packing House Standards.
i. United States Secretary of the Interior's Standards for the Treatment
of Historic Properties with Guidelines for Preserving, Rehabilitating. and Restoring Historic
Buildings,
ii. any and all standards promulgated by the Office of Historic
Preservation of the California Department of Parks and Recreations.,
and
2010.
iii. all applicable standards set forth in the State Historic Building Code;
C�
iv. The City's "Citywide Historic Preservation Plan" dated May 18,
b. Packard Building Standards.
i. United States Secretary of the Interior's Standards for the Treatment
of Historic Properties with Guidelines for Preserving, Rehabilitating. and Restoring Historic
Buildings;
iL any and all standards promulgated by the Office of Historic
Z!�
Preservation of the California Department of Parks and Recreations;
2010.
iii. all applicable standards set forth in the State Historic Building Code;
iv. The City's "Citywide Historic Preservation Plan" dated Ma-,,, 18,
C. Bums House Standards,
i. United States Secretary of the Interior's Standards for the Treatment
of Historic Properties with Guidelines for Preserving. Rehabilitating. and Restoring Historic
Buildings,
ii. any and all standards promulgated by the Office of Historic
C�
Preservation of the California Department of Parks and Recreations*.
iii. all applicable standards set forth in the State Historic Building Code;
and
iv. The City's "Citywide Historic Preservation Plan" dated May 18,
2010.
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DOCSOC/ 170685 5N,23/022363-0015
d. MAKE Building (500 S. Anaheim Boulevard) Standards. The City's
"Citywide Historic Preservation Plan" dated May 18, 2010.
e. As used in these Historic Covenants. "Character Defining Features" means
and includes, without limitation, the general architectural form, style, material, design, scale.
proportions, organizations of windows, doors and, other openings, details, mass, roof lines and all
other aspects of the appearance of the exterior of the building, including but not limited to the
historic appearance and integrity, texture and finish of the building.
2. Packing House; National Register of Historic Places. In addition to the foregoing,
Developer shall ensure that the Packing House remains listed on the National Register of Historic
Places maintained by the National Park Service pursuant to the National Historic Preservation Act of
1966, or any similar registry or list that may replace the National Register of Historic Places.
3. Citi- Review of Plans and Materials. In the event the Developer determines to
I
rehabilitate. renovate oi- otherwise modify the Historic Properties in any manner, the City shall have
the right to review and approve (or disapprove) all plans and materials for such proposed
rehabilitation, renovation or modification for the purpose of confirming compliance with these
Historic Covenants.
4. Failure to Maintain Historic Integrit-
y of Historic Properties. In the event
Developer does not maintain the Historic Properties in the manner set forth herein, City shall have
the right to maintain, restore and/or preserve the Historic Properties, or to contract for the correction
of such deficiencies, after written notice to Developer. However, prior to taking any such action,
City agrees to notify Developer in writing if the condition of the Historic Properties does not
conform to these Historic Covenants and to specify the deficiencies and the actions required to be
taken by Developer to cure the deficiencies. Upon notification of any deficiency under these Historic
Covenants. Developer shall have thirty (30) days within which to correct, remedy or cure the
deficiency.
In the event Developer fails to correct. remedy, or cure or has not commenced correcting
remedying o or curing such deficieriev under these Historic Covenants after notification and after the
- -
period of correction has lapsed, then City shall have the right to maintain, restore and/or preserve the
Historic Properties in accordance with these Historic Covenants and the notice provided to Developer
pursuant to the preceding g paragraph. Developer agrees to pay City such charges and costs. Until so
Z-1 -
paid. City shall have a lien on the Historic Properties for the amount of such charges or costs, which
lien shall be perfected by the recordation of a "Notice of Claim of Lien" against the Historic
Properties. Upon recordation of a Notice of a Claim of Lien against the Historic Properties, such lien
shall constitute a lien on the fee estate in and to the Historic Properties prior and superior to all other
monetary liens except: (1) all taxes, bonds, assessments, and other levies which, by law, would be
superior thereto- (ii) the lien or charge of any mortgage, deed of trust, or other securivy interest then
of record made in good faith and for value., it being understood that the priority of any such lien for
costs incurred to comply with these Historic Covenants and the Agreement shall date from the date
of the recordation of the Notice of Claim of Lien. Any such lien shall be subject and subordinate to
any lease or sublease of the interest of Developer in the Historic Properties or any portion thereof and
to any easement affecting the Historic Properties or any portion thereof entered into at any time
(either before or after) the date of recordation of such a Notice of Claim of Lien. Any lien in favor of
City created or claimed hereunder is expressly made subject and subordinate to any mortgage or deed
of trust made in good faith and for value, recorded as of the date of the recordation of the Notice of
Q-3
DOCSOC/1706855N123/022363 -0015
Claim of Lien describing such lien as aforesaid. and no such lien shall in any way defeat, invalidate.
or impair the obligation or priority of any such mortgage or deed of trust, unless the mortgage or
beneficiary thereunder expressly subordinates his interest. of record, to such lien. No lien in favor of
City created or claimed hereunder shall in any way defeat, invalidate, or impair the obligation or
priority of any lease, sublease or easement unless such instrument is expressly subordinated to such
lien. Upon foreclosure of any mortgage or deed of. trust made in good faith and for value and
recorded prior- to the recordation of any unsatisfied Notice of Claim of Lien, the foreclosure
purchaser shall take title to the Historic Properties free of any lien imposed by City that has accrued
up to the time of the foreclosure sale, and upon taking title to the Historic Properties, such
foreclosure purchaser shall only be obligated to pay costs associated with these Historic Covenants
and the Agreement accruing after the foreclosure purchaser acquires title to the Historic Properties.
If the Historic Properties is ever legally divided with the written approval of City and fee title to
various portions of the Historic Properties are held under separate ownerships, then on and after the
ownership of the Historic Properties is divided, the burdens of the obligations in these Historic
Covenants and the charges levied by Cit} to reimburse City for the cost of undertaking such
maintenance obligations of Developer and its successors and the lien for such charges shall be
separately levied against the specific portion of the Historic Property(ies) to which such obligations
undertaken by the City relate. Upon such division of ownership, no separate owner- of a portion of
the Historic Properties shall have any liability for the liabilities of any other separate owner of
another portion of the Historic Properties. and the lien shall be similarly apportioned and shall only
constitute a lien against the portion of the Historic Properties owned in fee by the owner who is liable
for the apportioned charges levied by City and secured by the apportioned lien and against no other
portion of the Historic Properties. Developer acknowledges and agrees City may also pursue any and
all other remedies available in law or equity. Developer shall be liable for any and all attorneys'
fees, and other legal costs or fees incurred in collecting said maintenance costs. Nothing set forth in
these Historic Covenants shall be construed to permit Developer to convey or transfer the Property or
any portion thereof except as permitted by the Agreement and the [Declaration of Uses].
5. Compliance with Law. Developer shall comply with all local, state and federal laws
including all Governmental Requirements and Environmental Laws (as those terms are defined in the
Agreement) relating to the uses of or condition of the Historic Properties.
Miscellaneous Provisions.
a. If any provision of these Historic Covenants or portion thereof.. or the
application to any person or circumstances, shall to any extent be held invalid, inoperative or
unenforceable, the remainder of these Historic Covenants., or the application of such provision or
portion thereof to any other persons or circumstances, shall not be affected thereby: it shall not be
deemed that any such invalid provision affects the consideration for these Historic Covenants: and
each provision of these Historic Covenants shall be valid and enforceable to the fullest extent
permitted by law.
b. These Historic Covenants shall be construed in accordance with the laws of
the State of California.
C. These Historic Covenants shall be binding upon and inure to the benefit of the
successors and assigns of Developer.
Q-4
DOCSOC/1706855v23/022363-001;
7. Effect of Historic Covenants. The covenants and agreements established in these
Historic Covenants shall. without regard to technical classification and designation. run with the land
and be binding on each owner of the Historic Properties and any successor in interest to the Historic
Properties. for the benefit of and in favor of City.. its successors and assigns. The covenants
contained in these Historic Covenants shall remain in effect for the periods of time specified therein.
City is deemed the beneficiary of the terms and provisions of these Historic Covenants and of the
covenants running with the land. for and in its own rights and for the purposes of protecting the
interests of the community and other parties, public or private. in whose favor and for whose benefit
these Historic Covenants and the covenants running with the land have been provided. These
Historic Covenants shall run in favor of City, without regard to whether City has been, remains or is
an owner of anv land or interest in the Historic Properties or adjacent to the Historic Properties. City
shall have the right. if any provision of these Historic Covenants is breached, to exercise all rights
and remedies, and to maintain anv actions or suits at law or in equity or other proper proceedings to
enforce the curing of such breaches to which it or any other beneficiaries of these Historic Covenants
may be entitled.
Term. These Historic Covenants shall continue in effect in perpetuity.
[Signatures appear on following page.]
Q_;
DOCSOC/1706855v23/022363-0015
IN WITNESS WHEREOF, the parties hereto have executed these Historic Covenants as of
the day and year first hereinabove written.
CITY:
CITy OF ANAHEIM. a California municipal
corporation and charter city
Dated: --.20 BN, -
ATTEST:
LINDA N. ANDAL, CITY CLERK
City Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Revnolds
Assistant Citv Attorney
City Manager
DEVELOPER:
LAB HOLDING LLC. a California limited
liability company
Dated: —.20 By
Its:
Q-6
DOCSOC/1706855N,23/022363-001-5
ATTACHMENT NO. I TO EXHIBIT Q
PROJET SITE MAP
J
ATTACHMENT NO. 1 TO EXHIBIT Q
DOCSOC/170685 5e23/022363-001;
ATTACHMENT NO. 2 TO EXHIBIT Q
LEGAL DESCRIPTION OF HISTORIC PROPERTIES
PROJECT #1: PACKING DISTRICT
PACKING HOUSE
The real property referred to herein is situated in the County of Orange, City of Anaheim. State of
California, and is described as follows:
PARCEL 3 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3, 2014 AS INSTRUMENT NO.
201400215209 IN BOOK 379. PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF
SAID COUNTY.
PACKARD BUILDING
The real property referred to herein is situated in the County of Orange, City of Anaheim. State of
California, and is described as follows:
PARCEL 1 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3, 2014 AS INSTRUMENT NO.
201400215209 IN BOOK 379, PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF
SAID COUNTY.
500 S. ANAHEIM BOULEVARD (MAKE BUILDING
The real property referred to herein is situated in the County of Orange. City of Anaheim, State of
California. and is described as follows:
PARCEL 3 OF PARCEL MAP NO. 89-311. IN THE CITY OF ANAHEIM, COUNTY OF
ORANGE. STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 260, PAGES 1 TO 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF ANAHEIM IN
GRANT DEED RECORDED MAY 02, 2006 AS INSTRUMENT NO. 2006000294061, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPTING THEREFROM ALL OIL, MINERAL, GAS OR OTHER HYDROCARBON
SUBSTANCES BELOW THE DEPTH OF 500 FEET, UNDER THE SURFACE OF SAID LAND.
BUT WITHOUT THE RIGHT OF SURFACE ENTRY OR ANY OTHER USE OF THE LAND
ABOVE SUCH 500 FOOT DEPTH, AS RESERVED IN DEED RECORDED MAY 05, 1989, AS
INSTRUMENT NO. 89-238472 OF OFFICIAL RECORDS
ATTACHMENT NO. 2 TO EXHIBIT Q
DOCSOC/1706855v23/022363-0015
PROJECT #4: BURNS PROPERTY
LOT 33 OF TRACT NO. 212 IN THE CITY OF ANAHEIM. COUNTY OF ORANGE. STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 13 PAGE(S) I OF MISCELLANEOUS
MAPS IN THE OFFICE OF THE COUNITY RECORDER OF ORANGE COUNTY,
CALIFORNIA.
APN: 251-071-24
ATTACHMENT NO. 2 TO EXHIBIT Q
DOCSOC/1706855N 23/022363-001;
EXHIBIT R
PROMISSORY NOTE
.2016
PRINCIPAL AMOUNT: $2.500.000.00
FOR VALUE RECEIVED, the undersigned, LAB HOLDING LLC, a California limited
liability company ("Borrower"), whose address is 709 Randolph Avenue_. Costa Mesa, California
92626, promises to pay to the order of THE CITY OF ANAHEIM, a California municipal
corporation and charter city ("Lender"), at 200 South Anaheim Boulevard. Seventh Floor, Anaheim.
California 92805, or at such other place as the Holder of this Note may from time to time designate
in writing. in lawful monev of the United States of America, the principal sum of Two Million Five
Hundred and no/100 Dollars ($2,500.000.00). and so much as may be advanced from time to time,
with interest at the rate, and with principal and interest due and payable, all as set forth below. This
Promissory Note is sometimes referred to herein as this "Note", and the loan evidenced by this Note
is sometimes referred to herein as the "Loan". The Lender and/or its transferees or assigns are
sometimes referred to herein as the "Holder" of this Note. This Note is made pursuant to that certain
Disposition and Development Agreement by and between the Lender and the Borrower (as "City"
and "Developer", respectively) dated as of .2016 (the "DDA"). The DDA is on
file with the Citi' as a public record. Capitalized terms not defined herein shall have the respective
meanings set forth therefor in the DDA.
1.1 Maturity Date. The date when all sums due under this Note are due and payable is
the "Maturity Date". The Maturity Date shall mean the earliest to occur of (i) the recording as to all
or any portion of the Property of a deed of trust securing repayment of Acquisition Financing; (ii) the
recording as to all or any portion of the Property of a deed of trust securing repayment of
Construction Financing; (iii) the obtaining of building permits for that portion of the Project to be
constructed on Project Site No. 2; or (iv) the fifth anniversary date of the Closing.
1.2 Rate of Interest. The principal balance outstanding from time to time shall bear
interest from and after the date advanced at the annual rate, compounded quarterly, of the greater of
(i) four and one half per cent (4.50%) per annum, or (ii) the annual percentage rate of the
Acquisition Financing (the "Note Rate").
1.3 Method of Computation of Interest. Interest for periods of one or more whole
calendar months shall be calculated on the basis of one -twelfth (1/12) of one year's interest for each
such month that principal is outstanding. Interest for a period of less than a whole calendar month
shall be calculated on the basis of one -three hundred sixtieth (1/360) of one year's interest on the
outstanding principal at the applicable rate times the number of days during such period that principal
is outstanding.
1.4 Monthly Pavments Prior to Maturity Date. On the first day of each calendar
month commencing on the Closing Date until the Maturity Date, there shall be due and payable a
monthly payment in an amount equal to all accrued interest. Except as otherwise set forth herein or
in the other Loan Documents, interest shall be paid in arrears.
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DOCSOC/1706855v23/022363-0015
1.5 Payment in Full upon Maturity Date, On the Maturity Date, the entire unpaid
principal balance and all accrued interest shall be due and payable.
1.6 Prepayments. Borrower may prepay all or any part of the principal balance at any
time without charge or premium; provided. however. that any partial prepayments of principal shall
be made in even One Hundred Thousand Dollars (ST, 100,000) increments.
1.7 Security, This Note is secured by, among other things, that certain Deed of Trust
With Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date
herewith (the "Deed of Trust"), encumbering Borrower's interest in real property described in the
Deed of Trust and improvements located or to be located thereon, and certain personal property.
This Note, the Deed of Trust. and all other present and future agreements, documents and
instruments executed or to be executed in connection with the Loan. all extensions, renewals,
substitutions, replacements and modifications of any of the foregoing 'documents are referred to
herein, collectively, as the "Loan Documents."
1.8 Application of Payments. All payments received, irrespective of how they may be
designated by Borrower, shall be applied in this order: first, to amounts other than interest and
principal, if any, owing under this Note. the Deed of Trust or any of the other Loan Documents;
second, to accrued interest-, third, to principal-, except that. after the occurrence and during the
continuation of any Event of Default'. all amounts received shall be applied in such order as Holder,
in its sole discretion, may elect. Borrower waives the application of Sections 1479 and 2822(a) of
the California Civil Code and any other statute or rule of law that would otherwise direct, or permit
Borrower to direct, the order of application of payments made by Borrower or amounts otherwise
received by Holder.
1.9 No Waiver by Acceptance of Overdue or Partial Payments. If Holder accepts
payment of any overdue amount, or partial payment of an amount due and the remainder of such
amount is unpaid, such acceptance shall in no event: (a) constitute a cure or waiver of Borrower's
default with respect to such overdue or unpaid amount; (b) prevent Holder from exercising any of its
rights and remedies with respect to Borrower's default. or (c) constitute a waiver of Holder's right to
require full and timely payment of amounts becoming due thereafter or to exercise any of Holder's
rights and remedies for any failure to so pay.
1.10 Late Payment Charge. Borrower acknowledges that late payment to Holder of any
sums due hereunder will cause Holder to incur costs not contemplated hereunder, the exact amount
of which would be impracticable or extremely difficult to ascertain. Such costs include processing
and accounting costs. the expenses incurred and time and effort associated with recovering the
delinquent payment, and the loss of timely use of the payment amount. Accordingly, if any amount
due from Borrower, whether interest or principal, is not received by Holder or Holder's designee
within ten (10) calendar days after its due date (except the payment due at the Maturity Date),
Borrower shall then pay to Holder a late payment charge equal to ten percent (10.00%) of such
overdue amount (the "Late Charge"). Borrower and Lender agree that such Late Charge represents
a fair and reasonable estimate of the costs Holder will incur by reason of late payment. This
provision shall not be construed as extending the time for payment of any amount under this Note,
and acceptance of a Late Charge by Holder shall in DO event constitute a waiver of Borrower's
default with respect to the overdue amount nor prevent Holder from exercising any of its rights and
remedies with respect to such default.
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DOCSOC/1706855v23/022363-0015
1.11 Default. The term "Default" shall mean one or more of (i) the occurrence of an
Event of Default as defined in the Loan Documents or (ii) the occurrence of a Breach under the DDA
which has not been cured within any applicable Cure Period. The existence of a Default shall be
deemed to be on the first date of the occurrence of an Event of Default (the "Date of Default'). and
all rights and remedies of Lender. Beneficiary and Trustee under the Loan Documents with respect
thereto, with or without notice, shall be retroactive to the Date of Default
Events of Default include: (a) the failure of Borrower to make any payment of principal or
interest on the Note when the same is due and payable, whether at maturity. by acceleration or
otherwise: (b) the failure of Borrower to pay anv other amount due hereunder or under the Note when
the same is due and payable: (c) the sale or transfer of the Property described in the Deed of Trust
without the prior written consent of Lender unless such sale or transfer is otherwise authorized by
express provision of the DDA; (d) the mortgage, assignment or further encumbrance of the Property,
whether directly or indirectly. whether voluntarily, involuntarily or by operation of law, without the
prior written consent of Lender: (e) the failure of Borrower to perform any obligation in the Deed of
Trust, and the continuance of such failure for thirt}- (30) after notice, or within any longer grace
period, if any, allowed in the Deed of Trust for such failure: and (f) the commission by Borrower (as
Developer) of any Breach under the DDA which has not been cured by the applicable Cure Period
under the DDA.
1.12 Acceleration upon Default. Upon the occurrence of an Event of Default, Holder
may, at its election, declare the entire balance of principal and accrued interest immediately due and
payable. A delay by Holder in exercising any right of acceleration after an Event of Default shall not
constitute a waiver of the Event of Default or of the right of acceleration or any other right or remedy
for such Event of Default, including the imposition of the Default Rate (defined below) from the date
of the Event of Default. The failure by Holder to exercise any right of acceleration as a result of an
Event of Default shall not constitute a waiver of the right of acceleration or any other right or remedy
with respect to any other Event of Default, whenever occurring.
1.13 Acceleration in Other Events. The entire balance of principal and interest is also
subject to acceleration upon the occurrence of certain events, including certain transfers of the
Property, as provided in the Deed of Trust, and any transfer of the Property or any portion thereof
which is not a "Permitted Transfer under the DDA.
1.14 Interest Rate after Acceleration or Maturity. When this Note becomes due in full,
whether by acceleration (upon an Event of Default or otherwise), by the occurrence of the Maturitv
Date, or in any other manner, if Borrower fails to pay all amounts due, the unpaid principal balance
and costs incurred shall, from and after such date due and without notice, bear interest until paid at
the rate of ten percent (10%) per annum (the "Default Rate").
1.15 Enforcement Fees and Costs. Borrower shall immediately reimburse Holder for all
fees and costs, including reasonable attorneys' fees and experts' fees and costs. incurred by Holder
for: (a) enforcement of this Note or any of its terms, or the exercise of any rights or remedies
hereunder and/or at law, in equity or otherwise. whether or not any action or proceeding is filed:.
(b) representation of Holder in any bankruptcy, insolvency. reorganization or other debtor -relief or
similar proceeding of or relatingto Borrower or Borrower's transferees or assigns, to anv person
liable (by way of guaranty, assumption, endorsement or otherwise) upon any of the obligations of
this Note, or to the Property; or (c) representation of Holder in any action or proceeding relating to
the Property, whether commenced by Holder or any other person. including foreclosure, receivership,
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DOCSOC/1706855v23/022363-001
lien or stop -notice enforcement, bankruptcy. eminent domain and probate actions or proceedings.
All such fees and costs shall bear interest until paid at the rate applicable from time to time under this
Note.
1.16 Waivers by Borrower and Other Pat -ties. The Borrowers, endorsers, guarantors
and sureties of this Note hereby waive diligence, demand, presentment, notice of non-payment,
notice of dishonor, protest and notice of protest, agree that the time for performance of any obligation
under this Note may be extended from time to time without notice, consent to the release without
notice of any party, liable hereon or herefor. consent to the addition without notice of parties liable
hereon or herefor, and consent to the acceptance without notice of further security for this Note,
including other types of security, all without in anvwav affecting their liability, and waive the right
.
to plead any and all statutes of limitations as a defense to this Note, any guaranty hereof or any
agreement to pay the obligations hereof, to the full extent permitted by law.
1.17 Full Payment. All amounts pavable under this Note shall be paid in full without
setoff, deduction or counterclaim. All amounts payable under this Note shall be free and clear of and
without any deduction or withholding for or on account of any taxes, levies, duties, charges. fees,
restrictions or conditions of any nature now or hereafter imposed by any country, federal. state,
county or local government or any political subdivision or taxing authority thereof or therein.
Borrower shall indemnify Holder against any such taxes, levies, imposts, duties, charges and fees
(other than taxes on the income of Holder imposed by any taxing authority) which may be assessed
against Holder or claimed or demanded fi-orn Holder in respect of any amount payable by Borrower
hereunder, and against any costs., charges, expenses or liability arising out of or with respect to such
assessment, claim or demand, to the full extent permitted by law.
1.18 Time of the Essence. Time is of the essence with respect to the payment and
performance of the obligations under this Note.
1.1.9 No Oral Waivers or Modifications. No provision of this Note may be waived or
modified orally., but only in a writing signed by Holder.
1.20 Governing Law. This Note shall be governed by and construed tinder the laws of
the State of California, without regard to conflict of law provisions.
1.21 Severability. Every provision of this Note is intended to be several. If any provision
of this Note is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable,
such illegality. invalidity or unenforceability shall not affect the other provisions hereof, which shall
remain binding and enforceable.
1.22 Limitation upon Interest. All agreements between the Borrower and Holder, now
existing or hereafter arising. are hereby expressly limited so that in no event whatsoever shall the
amount paid or agreed to be paid to Holder hereof for the use, forbearance or detention of money to
be loaned hereunder or otherwise, or for the performance or payment of any covenant or obligation
contained herein, exceed the maximum amount permissible under applicable law. If from anv
circumstance whatsoever fulfillment of any provision hereof exceeds the limit of validity prescribed
by lawthen, ipso the obligation to be fulfilled shall be reduced to the limit of such validity,
and if from any such circumstance Holder hereof shall ever receive as interest under this Note or
otherwise an amount that would exceed the highest lawful rate. such amount that would be excessive
interest shall be applied to the reduction of the principal amount owing hereunder (without charge for
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DOCSOC/ 170685 5v23/022363-0015
prepayment) and not to the payment of interest, or if such excessive interest exceeds the unpaid
balance of principal, such excess shall be refunded to Borrower.
1.23 Headings. Headings herein are used for convenience of reference only and do not
define or limit the scope of provisions of this Note.
1.24 Successors and Assigns. This Note binds Borrower and its successors, permitted
assigns, heirs, administrators and executors. and inures to the benefit of Holder and its successors,
assigns, participants, heirs, administrators and executors. Holder in its sole discretion may transfer
this Note, and may sell or assign participations or other interests in all or any part of this Note, all
without notice to or consent of Borrower. Notwithstanding the foregoing portion of this Section
1.24, this Note is not assumable without the prior written approval of Holder, which Holder may
grant, conditionally grant, or refuse at its sole and absolute discretion.
1.25 Counterparts. This Note maN be executed in one or more counterparts, each of
which shall be deemed an original.
LAB HOLDING LLC. a California limited
liability company
Dated: .20 By:
Its:
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EXHIBIT S
Recording Requested By:
When Recorded Mail To:
City of Anaheim
200 South Anaheim Boulevard, Seventh Floor
Anaheim, California 92805
Attention: Citv Manager
DEED OF TRUST WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITI'
AGREEMENT AND FIXTURE FILING
(First Priority)
THIS DEED OF TRUST WITH ABSOLUTE ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT AND FIXTURE FILING (this "Deed of Trust"), made as of 2016, is entered into
by and among:
LAB HOLDING LLC, a California limited liability company ("Trustor"). whose address is 709 Randolph
Avenue, Costa Mesa, California 92626, and First American Title Insurance company ("Trustee"), and
The City of Anaheim. a California municipal corporation and charter city (`Beneficiary"), whose address
is 200 South Anaheim Boulevard, Seventh Floor, Anaheim, California 92805, Attention: City Manager.
Trustor irrevocably grants, conveys and assigns to Trustee, IN TRUST FOR THE BENEFIT OF
BENEFICIARY, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, all of Trustor's right,
title and interest. whether now owned or hereafter acquired, in and to that certain real property hereinafter described
(the "Land"), together with, all buildings and other improvements and fixtures now or hereafter located thereon (the
"Improvements"), all development rights, mineral and oil rights, appurtenances. easements and rights relating
thereto, and all additions and accretions to, and the proceeds of, any of the foregoing (all of the foregoing being
collectively referred to as the "Property"):
SEE ATTACHMENT NO. I ATTACHED HERETO FOR LEGAL DESCRIPTION
For the purpose of securing the payment of the indebtedness under a loan (the "Loan") from Beneficiary to
Trustor evidenced by a Promissory Note (the "Note") in the principal amount of Two Million Five Hundred and
No/100 Dollars (52,500.000.00). including future advances thereunder, if any, together with the payment of all
other sums becoming due and payable to Beneficiary under the documents and instruments evidencing or securing
the Loan (together with this Deed of Trust. the "Loan Documents"), and the performance of all covenants and
obligations of Trustor under the Loan Documents, payment of all other obligations owed by Trustor to Beneficiary,
that by their terms recite that they are secured by this Deed of Trust. and all modifications, extensions and renewals
of anv of the obligations secured hereby, however evidenced (collectively the "Secured Obligations"). The term
"obligations" is used herein in its broadest and most comprehensive sense and shall be deemed to include. without
limitation, all principal, interest, prepayment charges (if any). late charges, other charges, payments, and loan fees at
any time accruing or assessed on anv of the Secured Obligations. This Deed of Trust secures the Loan as made by
Beneficiary pursuant to that certain unrecorded agreement entitled "Disposition and Development Agreement" dated
as of , 2016 by and between Beneficiary and Trustor (the "DDA"). The DDA is on file with the
City as a public record. Any capitalized terms not defined herein shall have the respective meanings set forth
therefor in the DDA.
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DOCSOC/I 706855x23/022363-0015
All terms of the Secured Obligations and the documents evidencing such obligations are incorporated
herein by this reference. Any and all persons or entities who may have or acquire an interest in all or any part of the
Property shall be deemed to have notice of the terms of the Secured Obligations.
ARTICLE 1. ASSIGNMENT OF LEASES AND RENTS
1.1 Assignment. Trustor hereby irrevocably assigns to Beneficiary all of Trustor's right, title and
interest in, to and under: (a) all leases of the Property or any portion thereof, and all other agreements of anv kind
relating to the use or occupancy of the Property or any portion thereof, whether now existing or entered into after the
date hereof ("Leases"), and (b) the rents, revenue, income, issues, deposits security deposits, letters of credit, lease
bonds and other deposit substitutes or credit enhancements and profits of the Property, including, without limitation_
allamounts payable and all rights and benefits accruing to Trustor under the Leases ("Payments"). The term
"Leases" shall also include all guarantees of and security for the lessees' performance thereunder, and all
amendments, extensions, renewals or modifications thereto which are permitted hereunder. This is a present and
absolute assignment, not an assignment for security purposes only, and Beneficiary's right to the Leases and
Payments is not contingent upon, and may be exercised without possession of, the Property.
1.2 Grant of License. Beneficiary confers upon Trustor a license ("License") to collect and retain the
Payments as they become due and payable, until the occurrence of a Default (as hereinafter defined). Upon a
Default, the License shall be automatically revoked and Beneficiary may collect and apply the Payments pursuant to
Section 4.4 without notice and without taking possession of the Propertv. Trustor hereby irrevocably authorizes and
directs the lessees under the Leases to rely upon and comply with any notice or demand by Beneficiary for the
payment to Beneficiary of any rental or other sums which may at any time become due under the Leases. or for the
performance of any of the lessees' undertakings under the Leases, and the lessees shall have no right or duty to
inquire as to whether any Default has actually occurred or is then existing hereunder. Trustor hereby relieves the
lessees from any liability to Trustor by reason of relying upon and complying with any, such notice or demand by
Beneficiary.
1.3 Effect of Assignment. The foregoing irrevocable assignment shall not cause Beneficiary to be:
(a) a mortgagee in possession; (b) responsible or liable for performing any of the terms, agreements, undertakings,
obligations, representations, warranties, covenants and conditions of the Leases-, or (c) responsible or liable for any
waste committed on the Property by the lessees under any of the Leases or any other parties-, for any dangerous or
defective condition of the Property.- or for any negligence in the management, upkeep, repair or control of the
Property. Beneficiary shall not be liable to Trustor or any other person as a consequence of: (i)
) the exercise or failure
to exercise by Beneficiary any of the rights, remedies or powers granted to Beneficiary hereunder; or (ii) the failure
of Beneficiary to perform or discharge any obligation., duty or liability of Trustor arising under the Leases.
1.4 Representations and Warranties. Trustor represents and warrants that: (a) there are no Leases
at the Property other than those set forth in writing and delivered to Beneficiary: (b) all existing Leases are in full
force and effect and are enforceable in accordance with their respective terms, and no breach or default, or event
which would constitute a breach or default after notice or the passage of time, or both. exists under any existing
Leases on the part of any party; (c) no rent or other payment under any existing Lease has been paid by any lessee
for more than one (1) month in advance-, and (d) none of the lessor's interests under any of the Leases has been
transferred or assigned.
1.5 Leasing Covenants. Trustor covenants and agrees at Trustor's sole cost and expense to:
(a) perform the obligations of lessor contained in the Leases and enforce by all available remedies performance by
the lessees of the obligations of the lessees contained in the Leases; (b) give Beneficiary prompt written notice of
any default which occurs with respect to any of the Leases. whether the default be that of the lessee or of file lessor'.
(c) exercise Trustor's best efforts to keep all portions of the Property that are capable of being leased at all times at
rentals not less than the fair market rental value: (d) deliver to Beneficiary fully executed, counterpart original(s) of
each and every Lease if requested to do so, and (e) execute and record such additional assignments of an,,, Lease or
specific subordinations (or subordination, attomment and non -disturbance agreements executed by the lessor and
lessee) of any Lease to the Deed of Trust, in form and substance acceptable to Beneficiary, as Beneficiary may
request. Trustor shall not, without Beneficiary's prior written consent: (i) enter into any Leases after the date hereof,
(ii) execute any other assignment relating to any of the Leases; (iii) discount any rent or other sums due under the
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DOCS OC/1706855v23/022363-0015
Leases or collect the same in advance, other than to collect rentals one (1) month in advance of the time when it
becomes due, (iv) terminate, modify or amend any of the terms of the Leases or in any manner release or discharge
the lessees from any obligations thereunder; (v) consent to any assignment or subletting by anv lessee. Anv such
attempted action in violation of the provisions of this Section 1.5 shall be null and void. Without in any way limiting
the requirement of Beneficiary's consent hereunder, any sums received by Trustor in consideration of any
termination (or the release or discharge of any lessee) modification or amendment of anv Lease shall be applied to
reduce the outstanding Secured Obligations and any such sums received by Trustor shall be held in trust by Trustor
for such purpose.
1.6 Estoppel Certificates. Within thirty (30) days after written request by Beneficiary, Trustor shall
deliver to Beneficiary and to any parry designated by Beneficiary estoppel certificates executed by Trustor and by
each of the lessees, in recordable form, certifying (if such be the case): (a) that the foregoing assignment and the
Leases are in full force and effect; (b) the date of each lessee's most recent payment of rent; (c) that there are no
defenses or offsets outstanding, or stating those claimed by Trustor or lessees under the foregoing assignment or the
Leases. as the case may be; and (d) any other information reasonably requested by Beneficiary.
ARTICLE 2. SECURITY AGREEMENT AND FIXTURE FILING
2.1 Security Interest. Trustor hereby grants and assigns to Beneficiary a security interest, to secure
payment and performance of all of the Secured Obligations. in all of the following described personal property in
which Trustor now or at any time hereafter has any interest (collectively, the "Collateral"):
All goods, building and other materials, supplies, inventory, work in process. equipment,
machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software
included therein and supporting information, wherever situated. which are or are to be incorporated
into, used in connection with, or appropriated for use on the Land and the Improvements; together
with all rents and security, deposits derived from Land and Improvements; all inventory, accounts.
cash receipts, deposit accounts, accounts receivable, contract rights, licenses, agreements, general
intangibles, payment intangibles, software. chattel paper (whether electronic or tangible),
instruments. documents, promissory notes, drafts. letters of credit, letter of credit rights, supporting
obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of the
sale of promissory notes, any other rights to the payment of money, trade names, trademarks and
service marks arising from or related to the ownership, management, leasing. operation, sale or
disposition of the Land and the Improvements or any business now or hereafter conducted thereon by
Trustor; all development rights and credits. and any and all permits, consents, approvals, licenses.
authorizations and other rights granted by, given by or obtained from, any governmental entity with
respect to the Land and the Improvements, or any of their affiliates, all warrants, stock options or
similar rights owned by Trustor in and to any Tenant, any licensee or any other Person providing
services related to or for the benefit of the Land and the Improvements, or any of their affiliates, all
water and water rights, wells and well rights, canals and canal rights, ditches and ditch rights,
springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the
Land and the Improvements, whether decreed or undecreed, tributary. non -tributary or not non -
tributary, surface or underground or appropriated or unappropriated, and all shares of stock in
water, ditch, lateral and canal companies, well permits and all other evidences of any of such
rights. all deposits or other security now or hereafter made with or given to utility companies by
Trustor with respect to the Land and the Improvements; all advance payments of insurance
premiums made by Trustor with respect to the Land and the Improvements; all plans, drawings and
specifications relating to the Land and the Improvements; all loan funds held by Beneficiary,
whether or not disbursed. all funds deposited with Beneficiary pursuant to any loan agreement; all
reserves, deferred payments, deposits, security deposits, letters of credit, lease bonds and other
deposit substitutes, credit enhancements, other like items, accounts, refunds. cost savings and
payments of any kind related to the Land and the Improvements or any portion thereof: together with
all replacements and proceeds of, and additions and accessions to, any of the foregoing: together
with all books, records and files relating to any of the foregoing.
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As to all of the above described personal property which is or which hereafter becomes a "fixture" under
applicable law, this Deed of Trust constitutes a fixture filing under the California Uniform Commercial Code, as
amended or recodified from time to time ("UCC").
2.2 Representations and Warranties. Trustor represents and warrants that: (a) Trustor has, or will
have, good title to the Collateral: (b) Trustor has not previously assigned or encumbered the Collateral, and no
financing statement covering any of the Collateral has been delivered to any other person or entity; (c) Trustor's
principal place of business is located at the address shown in the heading of this Deed of Trust: and (d) Trustor's
legal name is exactly as set forth on the first page of this Deed of Trust and all of Trustor's organizational documents
or agreements delivered to Beneficiary are complete and accurate in every respect.
2.3 Covenants. Trustor agrees: (a) to execute and deliver such documents as Beneficiary deems
necessary to create, perfect and continue the security interests contemplated hereby; (b) not to change its name. and
as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or
registered without giving Beneficiary prior written notice thereof. (c) to cooperate with Beneficiary in perfecting all
security interests granted herein and in obtaining such agreements from third parties as Beneficiary deems
necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights
hereunder, and (d) that Beneficiary is authorized to file financing statements in the name of Trustor to perfect
Beneficiary's security interest in Collateral.
2.4 Remedies. This Deed of Trust constitutes a security agreement with respect to the Collateral in
which Beneficiary is granted a security interest. Beneficiary has all of the rights and remedies of a secured party
under the California Uniform Commercial Code as well as all other rights and remedies available at law or in equity.
Trustor agrees to execute and deliver on demand. and irrevocably constitutes and appoints Beneficiary the attorney-
in-fact of Trustor to execute. deliver, and file, any security agreements, financing statements. continuation
statements. or other instruments that Beneficiary may request to impose, perfect or continue the perfection of the
lien or security interest created by this Deed of Trust. Upon the occurrence of a Default (as hereinafter defined).
Beneficiary will have the right to sell at any public or private sales as permitted by applicable law any of the
Collateral that is personal property. Beneficiary will also have any other rights and remedies, whether at law, in
equity, or by statute that are available to secured creditors. Any disposition may be conducted by an employee or
agent of Beneficiary or Trustee. Any person or entity, including both Trustor and Beneficiary, will be eligible to
purchase any part or all of the Collateral at any disposition.
2.5 Expenses. Expenses of retaking, holding and preparing for sale. selling. or the like will be borne
by Trustor and will include Beneficiary's and Trustee's attorneys' fees and legal expenses. Trustor, on demand. will
assemble the Collateral and make it available to Beneficiary at the Property. a place deemed to be reasonably
convenient to Beneficiary and Trustor. Beneficiary will give Trustor at least ten (10) days' prior written notice of
the time and place of any public sale or other disposition of the Collateral or of the time of or after which any private
sale or any other intended disposition is to be made. If the notice is sent to Trustor in the manner provided for the
mailing of notices in this Deed of Trust, it is deemed reasonable notice to Trustor.
ARTICLE 3. RIGHTS AND DUTIES OF THE PARTIES
3.1 Title. Trustor represents and warrants that. except as disclosed to Beneficiary in a writing which
refers to this warranty. Trustor lawfully holds and possesses fee simple title to the Property without limitation on the
right to encumber. and that this Deed of Trust is a first and prior lien on the Property.
3.2 Taxes and Assessments. Subject to Trustor's rights to contest payment of taxes. Trustor shall pay
prior to delinquency all taxes, assessments, levies and charges imposed by any public or quasi -public authority or
utility company which are or which may become a lien upon or cause a loss in value of the Property or any interest
therein (the "Impositions"). Trustor shall also pay prior to delinquency all Impositions imposed b)reasonof its
interest in any Secured Obligation or in the Property. or by reason of any payment made to Beneficiary pursuant to
any Secured Obligation: provided. however. Trustor shall have no obligation to pay taxes which may be imposed
from time to time upon Beneficiary and which are measured by and imposed upon Beneficiary's net income.
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3.3 Performance of Secured Obligations. Trustor shall promptly pay and perform each Secured
Obligation when due.
3.4 Liens, Encumbrances and Charges. Trustor shall immediately discharge any lien not approved
by Beneficiary in writing that has or may attain priority over this Deed of Trust. Trustor shall pay when due all
obligations secured by or which may become liens and encumbrances which shall now or hereafter encumber or
appear to encumber all or any part of the Property or Collateral, or any interest therein, whether senior or
subordinate hereto.
3.5 Damages, Insurance and Condemnation Proceeds. The following (whether now existing or
hereafter arising) are all absolutely and irrevocably assigned by Trustor to Beneficiary and, at the request of
Beneficiary, shall be paid directly to Beneficiary: (i) all awards of damages and all other compensation payable
directly or indirectly by reason of a condemnation or proposed condemnation for public or private use affecting all
or any part of, or any interest in, the Property or Collateral; (ii) all other claims and awards for damages to, or
decrease in value of. all or any part of, or anv interest in. the Propem, or Collateral: (iii) all proceeds of any
insurance policies (whether or not expressly required by Beneficiary to be maintained by Trustor, including. but not
limited to, earthquake insurance and terrorism insurance, if any) payable by reason of loss sustained to all or any
part of the Property or Collateral: and (iv) all interest which may accrue on any of the foregoing. Subject to
applicable law. Beneficiary may at its discretion apply all or any of the proceeds it receives to its expenses in
settiing, prosecutingor defending any claim and may apply the balance to the Secured Obligations in such order and
amounts as Beneficiary in its sole discretion may choose. and/or Beneficiary may release all or any part of the
proceeds to Trustor upon any conditions Beneficiary may impose. Beneficiary may commence. appear in. defend or
prosecute any assigned claim or action and may adjust, compromise, settle and collect all claims and awards
assigned to Beneficiary. At its sole option, Beneficiary may permit insurance or condemnation proceeds held by
Beneficiary to be used for repair or restoration but may condition such application upon reasonable conditions.
3.6 Maintenance and Preservation of the Property. Trustor covenants: (a) to insure the Property
and Collateral against such risks as Beneficiary may require and, at Beneficiary's request. to provide evidence of
such insurance to Beneficiary. and to comply with the requirements of any insurance companies providing such
insurance: (b) to keep the Property and Collateral in good condition and repair. (c) not to remove or demolish the
Property or Collateral or any part thereof, not to alter. restore or add to the Property or Collateral and not to initiate
or acquiesce in any change in any zoning or other land classification which affects the Property without
Beneficiary's prior written consent; (d) to complete or restore promptly and in good and workmanlike manner the
Property and Collateral, or any part thereof which may be damaged or destroyed to the extent of any insurance
proceeds actually received therefor: (e) subject to Trustor's right to reasonably contest same. to comply with all
laws, ordinances. regulations and standards, and all covenants, conditions, restrictions and equitable servitudes of
every kind and character which affect the Propem, or Collateral and pertain to acts committed or conditions existing
thereon; (f) not to commit or permit waste of the Property or Collateral. and (g) to do all other acts which from the
character or use of the Property or Collateral may be reasonably necessary to maintain and preserve its value.
3.7 Defense and Notice of Losses. Claims and Actions. At Trustor's sole expense, Trustor shall
protect, preserve and defend the Property and Collateral and title to and right of possession of the Property and
Collateral. the security hereof and the rights and powers of Beneficiary and Trustee hereunder against all adverse
claims. Trustor shall give Beneficiary and Trustee prompt notice in writing of the assertion of any claim, of the
filing of anv action or proceeding. of the occurrence of any damage to the Property or Collateral and of any condem-
nation offer or action.
3.8 Acceptance of Trust: Powers and Duties of Trustee.
(a) Trustee accepts this trust when this Deed of Trust is recorded. From time to time on
written request of Beneficiary and presentation of this Deed of Trust for endorsement. and without affecting the
personal liability of any person for payment of any indebtedness or the performance of any obligations, Trustee may.
without liability and without notice: (i) reconvey all or any part of the Property. (ii) consent to the making of any
map or plat, and (iii) join in any grant of easement. any declaration of covenants. conditions. and restrictions. any
extension agreement, or any agreement subordinating the lien or charge of this Deed of Trust.
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(b) With the approval of Beneficiary. Trustee shall have the right to take any and all lawful
action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary's rights hereunder. Trustee shall
not be personally liable in case of entry by Trustee. or anyone entering by virtue of the powers herein granted to
Trustee, upon the Property for debts contracted for or liability or damages incurred in the mana
gement or operation
of the Property.
(0) All moneys received by Trustee shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received. but need not be segregated in any manner from any other
moneys (except to the extent required by applicable law) and Trustee shall be under no liability for interest on any
moneys received by Trustee hereunder.
(d) Should any deed, conveyance, or instrument of any nature be required from Trustor by
any Trustee or substitute Trustee to more fully and certainly vest in and confirm to the Trustee or substitute Trustee
such estates, rights, powers, and duties. then., upon request by the Trustee or substitute Trustee, any and all such
deeds. conveyances and instruments shall be made. executed, acknowledged, and delivered and shall be caused to be
recorded and/or filed by Trustor.
3.9 Compensation: Exculpation; Indemnification.
(a) Trustor shall pay Trustee's fees and reimburse Trustee for expenses in the administration
of this trust, including attorneys' fees. Trustor shall pay to Beneficiary reasonable compensation for services
rendered concerning this Deed of Trust, including without limit any statement of amounts owing under any Secured
Obligation. Beneficiary shall not directly or indirectly be liable to Trustor or any other person as a consequence of
(i) the exercise of the rights, remedies or powers granted to Beneficiary in this Deed of Trust, (ii) the failure or
refusal of Beneficiary to perform or discharge any obligation or liability of Trustor under any agreement related to
the Property or Collateral or under this Deed of Trust; or (iii) any loss sustained by Trustor or any third party
resulting from Beneficiary's failure (whether by malfeasance, nonfeasance or refusal to act) to lease the Property
after a Default (hereinafter defined) or from any other act or omission (regardless of whether same constitutes
negligence) of Beneficiary in managing the Property after a Default unless the loss is caused by the willful
misconduct of Beneficiary and no such liability shall be asserted against or imposed upon Beneficiary. and all such
liability is hereby expressly waived and released by Trustor.
(b) Trustor indemnifies and holds harmless Trustee and Beneficiary from and against all
losses. damages. liabilities, claims, causes of action, judgments, court costs. attorneys' fees and other legal expenses,
cost of evidence of title and value. and other expenses which either may suffer or incur: (i) by reason of this Deed of
Trust. (ii) ' ) by reason of the execution of this Deed of Trust or in performance of any act required or permitted
hereunder or by law, (iii) as a result of any failure of Trustor to perform Trustor's obligations, or (iv) by reason of
any alleged obligation or undertaking on Beneficiary's part to perform or discharge any of the representations,
warranties, conditions, covenants or other obligations contained in any other document related to the Property. The
above obligations of Trustor to indemnify and hold harmless Beneficiary and Trustee shall survive the release and
cancellation of the Secured Obligations and the release and reconveyance or partial release and reconveyance of this
Deed of Trust.
(c) Truster shall pay all amounts and indebtedness arising under this Section 3.9 immediately
upon demand by Trustee or Beneficiary together with interest thereon from the date the indebtedness arises at the
rate of interest then applicable to the principal balance of the Note as specified therein.
3.10 Substitution of Trustee. From time to time, by a writing. signed and acknowledged by
Berieficiary, and recorded in the Office of the Recorder of the County in which the Property is situated, Beneficiary
may appoint another trustee to act in the place and stead of Trustee or any successor. Such writing shall set forth
any information required by law. The recordation of such instrument of substitution shall discharge Trustee herein
named and shall appoint the new trustee as the trustee hereunder with the same effect as if originally named Trustee
herein. A writing recorded pursuant to the provisions of this Section 3.10 shall be conclusive proof of the proper
substitution of such new Trustee.
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3.11 Due on Sale or Encumbrance. If the Property or any interest therein shall be sold. transferred,
mortgaged, assigned or further encumbered, whether directly or indirectly, whether voluntarily, involuntarily or by
operation of law, without the prior written consent of Beneficiary, THEN Beneficiary, in its sole discretion, may
declare all Secured Obligations immediately due and payable.
3.12 Releases, Extensions, Modifications and Additional Security. Without notice to or the consent.
approval or agreement of any persons or entities having any interest at any time in the Property and Collateral or in
any manner obligated under the Secured Obligations ("Interested Parties"), Beneficiary may, from time to time,
release any person or entity from liability for the payment or performance of any Secured Obligation. take any
action or make any agreement extending the maturity or otherwise altering the terms or increasing the amount of any
Secured Obligation, or accept additional security or release all or a portion of the Property and Collateral and other
security for the Secured Obligations. None of the foregoing actions shall release or reduce the personal liability, of
any of said Interested Parties, or release or impair the priority of the lien of and security interests created by this
Deed of Trust upon the Property and Collateral.
3.13 Reconvevance. Upon Beneficiary's written request, and upon surrender to Trustee for
cancellation of this Deed of Trust or a certified cope thereof and any note. instrument, or instruments setting forth all
obligations secured hereby. Trustee shall reconvey. without warranty. the Property or that portion thereof then held
hereunder. To the extent permitted by law, the reconveyance may describe the grantee as "the person or persons
legally entitled thereto' and the recitals of any matters or facts in any reconveyance executed hereunder shall be
conclusive proof of the truthfulness thereof. Neither Beneficiary nor Trustee shall have any duty to determine the
rights of persons claiming to be rightful grantees of any reconveyance. When the Property has been fully
reconveyed, the last such reconveyance shall operate as a reassignment of all future rents, issues and profits of the
Property to the person or persons legally entitled thereto.
3.14 Subrogation. Beneficiary shall be subrogated to the lien of all encumbrances, whether released of
record or not, paid in whole or in part by Beneficiary pursuant to the Loan Documents or by the proceeds of any
loan secured by this Deed of Trust.
3.15 Hazardous Materials.
(a) Hazardous Materials Covenants. Trustor agrees as follows:
(i) No Hazardous Activities. Trustor shall not cause or permit the Property to be
used as a site for the use, generation, manufacture. storage, treatment. release, discharge, disposal, transportation or
presence of any Hazardous Materials, which for purposes of this Deed of Trust shall mean any oil, flammable
explosives, asbestos. urea formaldehyde insulation. radioactive materials, hazardous wastes, toxic or contaminated
substances or similar materials, including, without limitation, any substances which are "hazardous substances."
"hazardous wastes." "hazardous materials." "toxic substances." "wastes." "regulated substances," "industrial solid
wastes." or `pollutants" under the Hazardous Materials Laws, as described below, and/or other applicable
environmental laws, ordinances and regulations. "Hazardous Materials" shall not include commercially reasonable
amounts of such materials used in the ordinary course of operation of the Property which are used and stored in
accordance with all applicable environmental laws, ordinances and regulations.
(ii) Compliance. Trustor shall comply and cause the PropeM, to comply with all
"Hazardous Materials Laws" which for purposes of this Deed of Trust shall include, without Iimitation: the Clean
Air Act, as amended, 42 U.S.C. Section 7401 et sec.; the Federal Water Pollution Control Act, as amended, 33
U.S.C. Section 1251 et sem.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section
6901 et se .; the Comprehensive Environment Response, Compensation and Liability Act of 1980, as amended
(including the Superfund Amendments and Reauthorization Act of 1986, "CERCLA"), 42 U.S.C. Section 9601 et
seq.; the Toxic Substances Control Act, as amended. 15 U.S.C. Section 2601 et seq.- the Occupational Safety and
Health Act, as amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right -to -Know Act of
1986, 42 U.S.C. Section 11001 et sem.; the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801
et sec .; the Safe Drinking Water Act, as amended, 42 U.S.C. Section 300f et seq.; and all comparable state and local
laws, laws of other jurisdictions or orders and regulations.
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(iii) Notices. Trustor shall immediately notify Beneficiary in writing o£ (i) the
discovery of any Hazardous Materials on, under or about the Property; (ii) any knowledge by Trustor that the
Property does not comply with any Hazardous Materials Laws; (iii) any Hazardous Materials Claims, which for
purposes of this Deed of Trust shall mean any pending or threatened claims against Trustor or the Property by any
governmental entitv or agency or by any other person or entity relating to Hazardous Materials or pursuant to the
Hazardous Materials Laws: and (iv) the discovery of any occurrence or condition on any real property adjoining or
in the vicinity of the Property that could cause the Propert} or any part thereof to be designated as Border Zone
Property.
(iv) Remedial Action. In response to the presence of any Hazardous Materials on.
under or about the Property. Trustor shall immediately take. at Trustor's sole expense, all remedial action required
by any Hazardous Materials Laws or any judgment. consent decree. settlement or compromise in respect to any
Hazardous Materials Claims.
(b) Hazardous Materials Indemnity. Trustor hereby agrees to defend, indemnify and hold
harmless Beneficiary, its directors, officers, employees, agents, successors and assigns from and against any and all
losses. damages_ liabilities, claims. actions, judgments, court costs and legal or other expenses (including without
Iimitation. attorneys' fees and expenses) which Beneficiary may incur as a direct or indirect consequence of the use,
generation. manufacture. storage, disposal, threatened disposal, transportation or presence of Hazardous Materials
in. on, under or about the Property. Trustor shall immediately pay to Beneficiary upon demand any amounts owing
under this Indemnity, together with interest thereon at the rate provided in the Loan Documents. Trustor's duty and
obligation to defend, indemnify and hold harmless Beneficiary shall survive the release, reconveyance or partial
reconveyance of the Deed of Trust.
(c) Legal Effect of Section. Trustor and Beneficiary agree that: (a) this Article 3 is
intended as Beneficiary's written request for information (and Trustor's response) concerning the environmental
condition of the real property security as required by California Code of Civil Procedure §726.5; and (b) each
provision in this Article (together with any indemnity applicable to a breach of any such provision) with respect to
the environmental condition of the real property security is intended by Beneficiary and Trustor to be an
`.environmental provision" for purposes of California Code of Civil Procedure §736, and as such it is expressly
understood that Trustor's duty to indemnify Beneficiary hereunder shall survive: (a) any judicial or non judicial
foreclosure under the Deed of Trust, or transfer of the Property in lieu thereof, (b) the release and reconveyance or
cancellation of the Deed of Trust; and (c) the satisfaction of all of Trustor's obligation under the Loan Documents.
3.16 Right of Inspection. Beneficiary. its agents and employees, may enter the Property at any
reasonable time for the purpose of inspecting the Property and Collateral and ascertaining Trustor's compliance with
the terms hereof, including the presence of Hazardous Materials.
ARTICLE 4. DEFAULT PROVISIONS
4.1 Default. For all purposes hereof, the term "Default' shall mean (a) at Beneficiary's option, the
failure of Trustor to make any payment of principal or interest on the Note or to pay any other amount due hereunder
or under the Note when the same is due and payable, whether at maturity. by acceleration or otherwise. (b) the
failure of Trustor to perform any non -monetary obligation hereunder, or the failure to be true of any representation
or warranty of Trustor contained herein and the continuance of such failure for thirty (30) days after notice, or
within any longer grace period, if any, allowed in the Deed of Trust for such failure. or (c) the existence of any
Default as defined in the Loan Documents.
4.2 Rights and Remedies. At any time after Default. Beneficiary and Trustee shall each have all the
following rights and remedies:
(a) With or without notice. to declare all Secured Obligations immediately due and payable;
(b) With or without notice, and without releasing Trustor from any Secured Obligation. and
without becoming a mortgagee in possession, to cure any breach or Default of Trustor and, in connection therewith,
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to enter upon the Property and do such acts and things as Beneficiary or Trustee deem necessary or desirable to
protect the security hereof, including, without limitation: (i) to appear in and defend any action or proceeding
purporting to affect the security of this Deed of Trust or the rights or powers of Beneficiary or Trustee under this
Deed of Trust; (ii) to pay, purchase_ contest or compromise any encumbrance, charge. Iien or claim of lien which, in
the sole judgment of either Beneficiary or Trustee, is or may be senior in priority to this Deed of Trust, the judgment
of Beneficiary or Trustee being conclusive as between the parties hereto: (iii) to obtain insurance; (iv) to pay any
premiums or charges with respect to insurance required to be carried under this Deed of Trust, or (v) to employ
counsel, accountants, contractors and other appropriate persons.
(c) To commence and maintain an action or actions in any court of competent jurisdiction to
foreclose this instrument as a mortgage or to obtain specific enforcement of the covenants of Trustor hereunder, and
Trustor agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable
remedy and that for the purposes of any suit brought under this subparagraph. Trustor waives the defense of laches
and any applicable statute of limitations;
(d) To apply to a court of competent jurisdiction for and obtain appointment of a receiver of
the Property as a matter of strict right and without regard to the adequacy of the security for the repayment of the
Secured Obligations, the existence of a declaration that the Secured Obligations are immediately due and payable, or
the filing of a notice of default. and Trustor hereby consents to such appointment;
(e) To enter upon, possess, manage and operate the Property or any part thereof, to take and
possess all documents, books, records, papers and accounts of Trustor or the then owner of the Property, to make,
terminate. enforce or modify Leases of the Property upon such terms and conditions as Beneficiary deems proper, to
make repairs, alterations and improvements to the Property as necessary. in Trustee's or Beneficiary's sole judgment,
to protect or enhance the security hereof,
(f) To execute a written notice of such Default and of its election to cause the Property to be
sold to satisfy the Secured Obligations. As a condition precedent to any such sale. Trustee shall give and record
such notice as the law then requires. When the minimum period of time required by law after such notice has
elapsed, Trustee. without notice to or demand upon Trustor except as required by law, shall sell the Property at the
time and place of sale fixed by it in the notice of sale, at one or several sales, either as a whole or in separate parcels
and in such manner and order, all as Beneficiary in its sole discretion may determine, at public auction to the highest
bidder for cash, in lawful money of the United States, payable at time of sale. Neither Trustor nor any other person
or entity other than Beneficiary shall have the richt to direct the order in which the Property is sold. Subject to
requirements and limits imposed by law. Trustee may from time to time postpone sale of all or any portion of the
Property by public announcement at such time and place of sale. Trustee shall deliver to the purchaser at such sale a
deed conveying the Property or portion thereof so sold, but without anv covenant or warranty, express or implied.
The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person.
including Trustee. Trustor or Beneficiary may purchase at the sale;
(g) To resort to and realize upon the security hereunder and any other security now or later
held by Beneficiary concurrently or successively and in one or several consolidated or independent judicial actions
or lawfully taken non judicial proceedings, or both, and to apply the proceeds received upon the Secured Obliga-
tions all in such order and manner as Trustee and Beneficiary, or either of them, determine in their sole discretion.
(h) Upon sale of the Property at any judicial or non -judicial foreclosure. Benefician, may
credit bid (as determined by Beneficiary in its sole and absolute discretion) all or any portion of the Secured
Obligations. In determining such credit bid, Beneficiary may, but is not obligated to. take into account all or any of
the following: (i) appraisals of the Property as such appraisals may be discounted or adjusted by Beneficiary in its
sole and absolute underwriting discretion. (ii) expenses and costs incurred by Beneficiary with respect to the
Property prior to foreclosure; (iii) expenses and costs which Beneficiary anticipates will be incurred with respect to
the Property after foreclosure, but prior to resale, including, without limitation, costs of structural reports and other
due diligence, costs to carry the Property prior to resale. costs of resale (e.g. commissions, attorneys' fees. and
taxes). costs of any hazardous materials clean-up and monitoring. costs of deferred maintenance. repair,
refurbishment and retrofit, costs of defending or settling litigation affecting the Property, and lost opportunity costs
(if any), including the time value of money during any anticipated holding period by Beneficiary; (iv) declining
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trends in real property values generally and with respect to properties similar to the Property, (v) anticipated
discounts upon resale of the Property as a distressed or foreclosed property; (vi) the fact of additional collateral (if
any), for the Secured Obligations: and (vii) such other factors or matters that Beneficiary (in its sole and absolute
discretion) deems appropriate. In regard to the above. Trustor- acknowledges and agrees that: (w) Beneficiary is not
required to use any or all of the foregoing factors to determine the amount of its credit bid: (x) this Section does not
impose upon Beneficiary any additional obligations that are not imposed by law at the time the credit bid is made;
(y) the amount of Beneficiary's credit bid need not have any relation to any loan -to -value ratios specified in the Loan
Documents or previously discussed between Trustor and Beneficiary: and (z) Beneficiary's credit bid may be (at
Beneficiary's sole and absolute discretion) higher or lower than any appraised value of the Property.
4.; Application of Foreclosure Sale Proceeds. After deducting all costs, fees and expenses of
Trustee, and of this trust, including, without limitation, cost of evidence of title and attorneys' fees in connection
with sale and costs and expenses of sale and of any judicial proceeding wherein such sale may be made. Trustee
shall apply all proceeds of any foreclosure sale: (a) to payment of all sums expended by Beneficiary under the terms
hereof and not then repaid, with accrued interest at the rate of interest specified in the Note to be applicable on or
after maturity or acceleration of the Note; (b) to payment of all other Secured Obligations; and (c) the remainder, if
any, to the person or persons legally entitled thereto.
4.4 Application of Other Sums. All sums received by Beneficiary under Section 4.2 or Section 1.21.
less all costs and expenses incurred by Beneficiary or any receiver under Section 4.2 or Section 1.2, including,
without limitation, attorneys' fees, shall be applied in payment of the Secured Obligations in such order as
Beneficiary shall determine in its sole discretion; provided, however, Beneficiary shall have no liability for funds
not actually received by Beneficiary.
4.5 No Cure or Waiver. Neither Beneficiary's nor Trustee's nor any receiver's entry upon and taking
possession of all or any part of the Property and Collateral, nor any collection of rents, issues, profits, insurance
proceeds, condemnation proceeds or damages. other security or proceeds of other security, or other sums, nor the
application of any collected sum to any Secured Obligation, nor the exercise or failure to exercise of any other right
or remedy by Beneficiary or Trustee or any receiver shall cure or waive any breach, Default or notice of default
under this Deed of Trust, or nullifi the effect of any notice of default or sale (unless all Secured Obligations then
due have been paid and performed and Trustor has cured all other defaults), or impair the status of the security, or
prejudice Beneficiary or Trustee in the exercise of any right or remedy, or be construed as an affirmation by
Beneficiary of any tenancy, lease or option or a subordination of the lien of or security interests created by this Deed
of Trust.
4.6 Pavment of Costs. Expenses and Attornevs' Fees. Trustor agrees to pay to Beneficiary
immediately and without demand all costs and expenses incurred by Trustee and Beneficiary pursuant to Section 4?
(including, without limitation, court costs and attorneys' fees. whether incurred in litigation or not) with interest
from the date of expenditure until said sums have been paid at the rate of interest then applicable to the principal
balance of the Note as specified therein. In addition, Trustor shall pay to Trustee all Trustee's fees hereunder and
shall reimburse Trustee for all expenses incurred in the administration of this trust, including, without limitation, any
attorneys' fees.
4.7 Power to File Notices and Cure Defaults. Trustor hereby irrevocably appoints Beneficiary and
its successors and assigns, as its attorney-in-fact. which agency is coupled with an interest. (a) to execute and/or
record any notices of completion, cessation of labor. or any other notices that Beneficiary deems appropriate to
protect Beneficiary's interest, (b) upon the issuance of a deed pursuant to the foreclosure of the lien of this Deed of
Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment or further assurance
with respect to the Property and Collateral. Leases and Payments in favor of the grantee of any such deed. as may be
necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation
statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary's security
interests and rights in or to any of the Property and Collateral, and (d) upon the occurrence of an event, act or
omission which; with notice or passage of time or both, would constitute a Default. Beneficiary may perform any
obligation of Trustor hereunder; provided, however. that: (i) Beneficiary as such attorney-in-fact shall only be
accountable for such funds as are actually received by Beneficiary; and (ii) Beneficiary shall not be liable to Trustor
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DOCSOC/1706855v23/022363-0015
or any other person or entity for any failure to act (whether such failure constitutes negligence) by Beneficiary under
this Section.
ARTICLE 5. MISCELLANEOUS PROVISIONS
5.1 Merger. No merger shall occur as a result o! Beneficiary's acquiring any other estate in. or any
other lien on. the Property unless Beneficiary consents to a merger in writing.
5.2 Obiiaations of Trustor, Joint and Several. If more than one person has executed this Deed of
Trust as "Trustor", the obligations of all such persons hereunder shall be joint and several.
5.3 Waiver of Marshalling Rights. Trustor, for itself and for all parties claiming through or under
Trustor, and for all parties who may acquire a lien on or interest in the Property and Collateral. hereby waives all
rights to have the Property and Collateral and/or any other property, which is now or later may be security for any
Secured Obligation ("Other Property") marshalled upon any foreclosure of the lien of this Deed of Trust or on a
foreclosure of any other lien or security interest against any security for any of the Secured Obligations. Beneficiary
shall have the right to sell, and any court in which foreclosure proceedings may be brought shall have the right to
order a sale of, the Property and any or all of the Collateral or Other Property as a whole or in separate parcels. in
any order that Beneficiary may designate.
5.4 Rules of Construction. When the identity of the parties or other circumstances make it
appropriate, the singular number includes the plural.
5.5 Successors in Interest. The terms, covenants, and conditions herein contained shall be binding
upon and inure to the benefit of the heirs, successors and assigns of the parties hereto; provided, however, that this
Section 5.5 does not waive or modify the provisions of Section. 3.11.
5.6 Execution in Counterparts. This Deed of Trust may be executed in any number of counterparts.
All counterparts shall be construed together and shall constitute but one Deed of Trust.
5.7 Governing Law-. This Deed of Trust shall be construed in accordance with the laws of the State
of California, except to the extent that federal laws preempt the laws of the State of California.
5.8 Notices. All notices. demands or other communications required or permitted to be given pursuant
to the provisions of this Deed of Trust shall be in writing and shall be considered as properly given if delivered
personally or sent by first class United States Postal Service mail, postage prepaid, except that Notice of Default
may be sent by certified mail, return receipt requested. or by Overnight Express Mail or by overnight commercial
courier service, charges prepaid. Notices so sent shall be effective three (3) days after mailing, if mailed by first
class mail., and otherwise upon receipt at the address set forth above; provided, however. that non -receipt of am,
communication as the result of any change of address of which the sending party was not notified or as the result of
a refusal to accept delivery shall be deemed receipt of such communication. For purposes of notice, the address of
the parties are set forth in the heading of this Deed of Trust. Any party shall have the right to change its address for
notice hereunder to any other location within the continental United States by the giving of thin (30) days' notice to
the other party in the manner set forth hereinabove.
[Si, -nature Page Follows)
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DOCSOC/1706855e23/022363-001
Dated:
rNT WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year set forth above.
.20
LAB HOLDING LLC. a California limited
liability company
Its:
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DOCSOC/1706855-,23/022363-0015
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of
On , before me.
(insert name of notary)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my, hand and official seal.
Signature (Seal)
DOCSOC/1706855v23/022363-0015
ATTACHMENT NO. 1
LEGAL DESCRIPTION
LOTS 17 THROUGH 23 INCLUSIVE IN BLOCK M OF THE CENTER TRACT, AS PER MAP RECORDED IN
BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY. CALIFORNIA, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM ALL OIL, MINERAL. GAS OR OTHER HYDROCARBON SUBSTANCES BELOW A
DEPTH OF 500 FEET UNDER THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT OF SURFACE
ENTRY OR ANY OTHER USE OF THE LAND ABOVE SUCH 500 FOOT DEPTH, AS RESERVED IN DEED
RECORDED MAY 05, 1989 AS INSTRUMENT NO. 89-238472, OFFICIAL RECORDS. APN: 037-024-11, and
THE NORTH 100 FEET OF LOTS 17 THROUGH 23, INCLUSIVE. IN BLOCK L OF THE CENTER TRACT AS
PER MAP RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF LOS ANGELES
COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING
THEREFROM MINERAL AND OTHER RIGHTS AS RESERVED BY SOUTHERN PACIFIC COMPANY IN
DEED RECORDED DECEMBER 20, 1958, IN BOOK 4528, PAGE 251 OF OFFICIAL RECORDS. APN: 037-
111-29,
37-
1ll-29, and
THE SOUTH 35 FEET OF LOTS 17 THROUGH 23, INCLUSIVE. IN BLOCK L OF THE CENTER TRACT AS
PER MAP RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF LOS ANGELES
COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 037-
111-30
Attachment No. 1 to Exhibit S
DOCSOC/1706855v23/022363-0015
EXHIBIT T
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (the "Agreement") is entered into as of
_, 2016, by and among the CITY OF ANAHEIM, a California municipal
corporation and charter city (herein the "City") on behalf of the City and the successor agency
established pursuant to Health & Safety Code Sections 34170 et seq. as the successor agency to the
Anaheim Redevelopment Agency ("Successor Agency). PACKING DISTRICT, LLC, a
California limited liability company ("PDLLC"), and LAB HOLDING, LLC, a California limited
liability company ("Developer").
RECITALS
A. Pursuant to the provisions of the California Redevelopment Law (Health and Safety
Code Section 33000 et seq.[the "Redevelopment Law"]), the City Council of the City of Anaheim,
activated the Anaheim Redevelopment Agency (the "Former Agency").
B. By legislation enacted in 2011 (ABal 26, Chapter 1, Statutes of 2011 ["AB26"]),
redevelopment agencies throughout California were dissolved, which dissolution was effective
February 1, 2012. Under AB26, administration of activities of the Former Agency were to be
conducted by a successor agency, as prescribed under Part 1.85, Chapter 3 as approved by AB26.
The City was designated as the Successor Agency for such purposes. Additional legislation
concerning the dissolution of redevelopment agencies was enacted by the California Legislature as
AB 1484, Chapter 26. Statutes of 2012 ("AB 1484" and, together with AB 26 as amended thereby,
the "Dissolution Act").
C. The Former Agency and PDLLC entered into an agreement dated as of November 1,
2010, entitled "Management and Operations Agreement" (the "Management and Operations
Agreement"), a copy of which is on file with the City as a public record.
D. The Management and Operations Agreement calls for various undertakings to be
performed by PDLLC, including without limitation the establishment of certain bank accounts on
behalf of the Former Agency, but administered pursuant to the Management and Operations
Agreement by PDLLC as more particularly provided therein.
E. City and Developer have entered into an agreement entitled "Disposition and
Development Agreement", dated as of _ 2016 (the "DDA").. a copy of which is on file
with City as a public record. The DDA pertain to certain property, consisting of Project Site No. 1,
Project Site No. 2, Project Site No. 3 and Project Site No. 4 (collectively. the "Property") as
described in the DDA. Pursuant to the DDA. the City has acquired title to the Property and has
agreed to convey the Property to Developer.
F. PDLLC and Developer are related entities. with common management elements.
G. Under the DDA. the Management and Operations Agreement is to be terminated, as
more particularly described below. concurrent with the conveyance of the Property to Developer (the
"Closing").
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DOCSOC/1706855v23/022363-0015
NOW, THEREFORE. THE PARTIES HERETO AGREE AS FOLLOWS:
AGREEMENTS
1. Each of Developer and PDLLC has arranged for the transfer to City, concurrent with the
Closing, of all moneys held in bank accounts established by Manager under the Management and
Operations Agreement. The bank accounts and the amounts held therein are enumerated in
Attachment No. I hereto.
2. Developer shall cause the transfer to City concurrent with the Closing of all moneys held
in bank accounts established by Manager under the Management and Operations Agreement and
close such accounts. PDLLC as well as Developer agrees to the termination of the Management and
Operations Agreement concurrent with the Closing subject to the provisions of this Section 2. City
will retain the moneys delivered to it under to this Section 2 pending an accounting, which shall be
accomplished at City's cost, regarding such moneys-, to the extent the Manager would be entitled to
receive moneys under the Management and Operations Agreement for undertakings which occurred
prior to the Closing, as reasonably determined by the City Manager following consultation with
Developer, City will, in conjunction with the Successor Agency, reserve such moneys for payment to
Developer or Manager. Funds will be disbursed to Developer or Manager only after completion of
such accounting and following receipt by City Manager of a statement by each of Manager and
Developer consenting that one or the other is to receive payment. Where a payment is based upon
services provided over a period of time, payment will be prorated to account for the Closing.
Subject to the foregoing portion of this Section 2, including without limitation the tendering of
moneys to City and the closing of bank accounts, the Management and Operations Agreement will be
deemed terminated; provided that agreements, if any. entered into by Manager with third parties
under the Management and Operations Agreement shall be deemed to survive, but neither City nor
Successor Agency shall have any obligations or responsibilities thereunder.
3. Each of Developer and PDLLC will cooperate with City in connection with the
implementation of this Agreement, including without limitation the completion of an accounting as
described in Section 2.
4. The Successor Agency shall be deemed to be a third party beneficiary of this Agreement;
excepting for the Successor Agency, there shall be no third party beneficiaries of this Agreement.
5. If any term, provision, condition or covenant of this Agreement or its application to any
party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this
Agreement, or the application of the term, provision, condition or covenant to persons or
circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be
affected, and shall be valid and enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
(signatures appear on following page)
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DOCSOC/170685 5v23/022363-0015
CITY OF ANAHEIM
ME
ATTEST:
LINDA N. ANDAL, CITY CLERK
Citv Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
City Manager
LAB HOLDING LLC, a California limited
liability company
UA
Its:
PACKING DISTRICT, LLC,
a California limited liability company
Its:
T-3
DOCSOC/l 706855v23/022363-0015
ATTACHMENT NO. 1
LIST OF ACCOUNTS AND AMOUNTS HELD
[to come]
Attachment No. 1-1 to Exhibit T
DOCSOC/1706855N-23/022363-0015
EXHIBIT U
DOWNTOWN PARKING
DOWNTOWN ANAHEIM PARKING FACILITIES
Parking Facility Number
Point of Access
CarParkl: 201 S. Philadelphia Carpark 2: 235 E. Center Street
Car-Parl, 3. 125 Cemejr Street Promenade Carpark 4: 295 Center Stneet Promenade
CarPark 5: 1551N'. BroadwaN and 290 S. Lemon Street Carpark 6: 201 NN'. Broadway
Carpark ?: 411 '%A'. OrtrAdway
U-1
DOCSOC/1706855v23/022363-0015
Lincoln Ave.
Hwba Lob0
Qak stree"
Center Street
communnyc
Caftl
❑ � ( '--�
Center Street
on
F
Broadway
Parking Facility Number
Point of Access
CarParkl: 201 S. Philadelphia Carpark 2: 235 E. Center Street
Car-Parl, 3. 125 Cemejr Street Promenade Carpark 4: 295 Center Stneet Promenade
CarPark 5: 1551N'. BroadwaN and 290 S. Lemon Street Carpark 6: 201 NN'. Broadway
Carpark ?: 411 '%A'. OrtrAdway
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DOCSOC/1706855v23/022363-0015
EXHIBIT V
OPTION AGREEMENT RE ADDITIONAL PARKING
FOR PROJECT SITE NO. 1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Allen Matkins Leck Gamble Mallory & Natsis
1900 Main Street, 5th Floor
Irvine, California 92614-7321
Attention: R. Michael Joyce, Esq.
(Space Above For Recorder's Use)
OPTION AGREEMENT RE ADDITIONAL PARKING
FOR PROJECT SITE NO. I
THIS OPTION AGREEMENT FOR ADDITIONAL PARKING FOR PROJECT SITE NO. 1 (this
"Option Agreement") is made as of this _ day of , 2016, by and between CITY OF ANAHEIM, a
California municipal corporation and charter city ("Optionor"), and LAB HOLDING, LLC. a California limited
Iiability company ("Optionee"). Optionor and Optionee are sometimes hereinafter individually or collectively
referred to as a "Party" or the "Parties".
RECITALS:
A. Optionor and Optionee have concurrently herewith entered into that certain unrecorded
Disposition and Development Agreement dated , 2016 ("DDA"). All capitalized terms not defined
herein shall have the meaning set forth in the DDA. The DDA is on file with Optionor as a public record.
B. Pursuant to the DDA. Optionor, as Grantor, has agreed to convey to Optionee, as Grantee, among
other property, that certain property described in the DDA as Project Site No. 1.
C. As part of the grant of Project Site No. 1, Optionor has also provided Optionee with a Parkin-,
Easement Agreement to serve the needs of Project Site No. 1.
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DOCSOC/1706855v23/022363-0015
D. Optionee is concerned that, in the future, it may need additional parking spaces allocated for use
by Project Site No. 1.
E. Optionor desires to grant Optionee and Optionee desires to acquire from Optionor an option to
secure a parking easement with respect to an additional one hundred seventy (170) parking spaces within Carpark
No. 2.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration. the
receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. Grant of Option. Optionor hereby grants to Optionee an option to secure a parking easement in
CarPark No. 2 for the use of one hundred seventy (170) parking spaces (the "Option") pursuant to the terms of the
Parking Easement Agreement in the form attached hereto as Attachment No. 1. The Option shall be exercisable by
Optionee, in the manner and on the terms and conditions set forth in this Option Agreement.
2. Option Term. The term of the Option ("Option Term") shall commence on the Closing. and shall
terminate on the date which is ten (10) years after recordation of this Option Agreement.
3. Option Consideration. The consideration for the Option is included in the Purchase Price (the
"Option Consideration"). The Option Consideration represents a fair market consideration for the grant of the
Option right.
4. Exercise of Option. Optionee may exercise its Option at any time during the Option Term. upon
thirty (30) days' notice to Optionor ("Notice of Exercise"). Optionee's delivery of the Notice of Exercise in
accordance with the terms hereof shall create a binding contract for the easement.
5. Termination. The DDA is on file with the Optionor as a public record. The Optionor shall have
the right to terminate this Option upon the occurrence of a "Breach" under the DDA which has not been cured
within the applicable "Cure Period" (as such terms are defined within the DDA).
6. Modifications. No modifications of this Option shall be effective unless set forth in writing and
signed by both Parties.
7. Further Assurances. Each Party shall execute such other and further documents as mav_ be
necessary or proper in order to consummate the transaction contemplated by this Option Agreement.
8. Attorneys' Fees.
(a) In the event either Party shall institute any action or proceeding to enforce any provision
of this Option Agreement ("Action') or for damages by reasons of an alleged breach of any provision of this Option
Agreement, the prevailing Party in such Action shall be entitled to recover from the other Party all of its costs and
expenses incurred therein. including, without limitation, attorneys' fees.
(b) The prevailing Party in any Action shall be entitled. in addition to and separately from the
amounts recoverable under subsection 7(a), to the payment by the losing Party of the prevailing Party's reasonable
attorneys' fees, court costs, and litigation expenses incurred in connection with (i) any appellate review of the
judgment rendered in such Action or of any other ruling in such Action and (ii) any proceeding to enforce a
judgment in such Action. The provisions of this subsection 7(b) shall be distinct and severable from the other
provisions of this Option Agreement. shall survive the entry of judgment in any Action, and shall not be merged into
such judgment.
9. Entire Agreement. The terms of this Option Agreement constitute the entire agreement between
the Parties pertaining to the subject matter hereof. and all prior or contemporaneous agreements, representations,
V-2
DOCSOC/1706855v23/022363-0015
negotiations and understandings of the Parties, whether oral or written. are hereby superseded and merged herein.
No supplement, modification or amendment to this Option Agreement shall be binding unless in writing and
executed by the Parties hereto.
10. Notice. Any notice, approval, consent or other communication to be given or other document to
be delivered by any Party to the other or others hereunder, may be delivered in person to an officer of any Party, or
may be delivered by Federal Express, private commercial delivery or courier service for next business day delivery,
or may be deposited in the United States mail in the County of Orange, State of California, duly certified or
registered, return receipt requested, with postage prepaid, and addressed to the Party for whom intended, as follows:
If to Optionor:
City of Anaheim
200 South Anaheim Boulevard, Seventh Floor
Anaheim, California 92805
Attn: City Manager
With copies to:
City of Anaheim
200 South Anaheim Boulevard, Second Floor
Anaheim, California 92805
Attn: City Clerk
Community Development Department
201 South Anaheim Boulevard, Tenth Floor
Anaheim, California 92805
Attn: John E. Woodhead IV. Executive Director
Stradling, Yocca. Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attn: Thomas P. Clark, Jr.
If to Optionee:
Lab Holding, LLC
709 Randolph Avenue
Costa Mesa, California 92626
Attn: Shaheen Sadeghi
With a copy to:
Allen Matkins Leek Gamble Mallory & Natsis
1900 Main Street, 5th Floor
Irvine, California 92614-7321
Attention: R. Michael Joyce, Esq.
Fax No. (949) 553-8354
All notices, approvals, consents and other communications between the Parties shall be in writing. Any
Party may from time to time, by written notice to the other, designate a different address which shall be substituted
for the one above specified. If any notice or other document is sent by mail as aforesaid, the same shall be deemed
served or delivered seventy-two (72) hours after the mailing thereof as above provided. Notice by any other method
shall be deemed served or delivered upon actual receipt at the address listed above.
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DOCSOC/1706855v23/022363-0015
11. Binding Effect. This Option Agreement shall bind and inure to the benefit of the respective heirs,
personal representatives, successive owners, and assigns of the Parties; provided, however, that this Option
Agreement shall, upon recordation in the Official Records of Orange County of a notice of termination executed by
Optionee, automatically terminate and be of no further force or effect.
12. Time of the Essence: Successors and Assigns. Time is of the essence of each and every provision
of this Option Agreement. Each and all of the covenants and conditions of this Option Agreement shall inure to the
benefit of and shall be binding upon the successors in interest of Optionee and the successors, heirs, representatives
and assigns of Optionor. As used in the foregoing, "successors" shall refer to the successors in interest in the
property, to all or substantially all of a Party's assets, and to successors by merger or consolidation.
13. Captions. The captions used herein are for convenience only and are not a part of this Option
Agreement and are not in any way used to construe, interpret, limit or amplify the terms and provisions hereof.
14. Governing Law. This Option Agreement shall be governed by and construed under the laws of the
State of California, and the laws of the United States of America prevailing in California. In the event of any legal
action to enforce or interpret this Option Agreement, the sole and exclusive venue shall be a court of competent
jurisdiction in the County of Orange, and the Parties hereto agree to and do herby submit to the jurisdiction of such
court.
15. Severability. In the event that any phrase, clause, sentence, paragraph, section, article or other
portion of this Option Agreement or the application thereof shall become illegal, null or void or against public
policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against
public policy, the remaining portions of this Option Agreement shall not be affected thereby and shall remain in
force and effect to the full extent permissible by law.
16. Waiver. No waiver by Optionee of a breach of any of the terms, covenants or conditions of this
Option Agreement by Optionor shall be construed or held to be waiver of any succeeding or preceding breach of the
same of any other term, covenant or condition herein contained.
17. Arbitration of Disputes. Any controversy relating to this Option Agreement shall be settled by
arbitration before the JAMS, Inc. (the "Service"), located at 500 North State College Boulevard, No. 600, Orange,
California 92668, in accordance with the usual procedures of the service, subject to the following provisions:
(a) Notice to Arbitrate and Selection of Arbitrator. The Party seeking arbitration shall
deliver a written Notice of Demand to Resolve Dispute (the "Demand") to the other Party to this Option Agreement
and to the Service. The Demand shall include a brief statement of the Party's claim and the name of the proposed
retired judge from the Service to decide the dispute ("Arbitrator"). Within ten (10) business days after receipt of
the Demand, the other Party against whom a Demand is made shall deliver a written response ("Response") to the
demanding Party and the Service. The Response shall include a short and plain statement of the Parry's defenses to
the claim and shall also state whether the Party agrees to the Arbitrator chosen by the demanding Party. In the event
the parties cannot agree upon an Arbitrator, the Service shall select and name an Arbitrator to conduct the hearings.
(b) Venue. The locale of the arbitration shall be in the office of the Service.
(c) Alternate Arbitrator. In the event the Service is no longer in business and there is no
comparable successor. then the parties shall agree upon another Arbitrator. If the parties cannot agree upon another
Arbitrator, then a single neutral arbitrator shall be appointed pursuant to Section 1281.6 of the Code of Civil
Procedure.
(d) Discovery. The parties shall be entitled to full rights of discovery as set forth in the Code
of Civil Procedure for civil actions tried in the superior courts of the State of California. subject to such orders as
maybe made by the Service.
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DOCSOC/1706855v23/022363-0015
(e) Powers of the Arbitrator. The Arbitrator's powers shall be limited as follows: the
Arbitrator shall follow the substantive laws of the State of California. including rules of evidence. The Arbitrator
shall have no power, authority or jurisdiction to award any punitive or exemplary damages.
(f) Costs. The costs of the resolution shall be split equally between the parties, provided,
however, that such costs, along with all other costs and expenses, including attorneys' fees, shall be subject to award.
in full or in part, by the Arbitrator, in his/her discretion, to the prevailing Party. Unless the Arbitrator so awards
attorneys' fees, each Party shall be responsible for its own attorneys' fees.
(g) Continuitv of Hearings. To the extent possible, the arbitration hearings shall be
conducted on consecutive days, excluding Saturdays. Sundays and holidays. until the completion of the case.
(h) Right to Join Third Parties in Arbitration. In connection with any arbitration proceedings
commenced hereunder, either Party shall have the right to join any third parties in such proceedings in order to
resolve any other disputes, the facts of which are related to the matters submitted for arbitration hereunder.
NOTICE:
BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE
ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION
DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING
UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY
TRIAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU
MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF
CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE
HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT
OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL
ARBITRATION.
Optionor's Initials Optionee's Initials
is. Counterparts. The Parties hereto may execute this Option Agreement and any other documents
contemplated hereby in any number of counterparts, each of which shall be deemed to be an original instrument but
all of which shall constitute one (1) agreement; alternately, executed signature pages from such counterparts may be
attached to a copy of this document and so assembled shall thereby constitute one (1) agreement.
19. Resolution of Contractual Uncertainties. Both Optionor and Optionee, with the assistance of their
respective counsel, have actively negotiated the terms and provisions of this Option Agreement. Therefore,
Optionor and Optionee each waives the effect of California Civil Code Section 1654 which interprets uncertainties
in a contract against the Party who drafted the contract.
20. Facsimile Signatures. When this Option Agreement is signed by Optionee or Optionor, Optionee
or Optionor may deliver this Option Agreement to the other Party via electronic facsimile or other electronic means.
Facsimile or electronic signatures shall be as valid and binding upon the Parties as are original ink signatures. If a
Party (referred to in the remainder of this Section 20 as the "Sender") (whether Optionor or Optionee) who receives
a signed Option Agreement from the other (whether such signed Option Agreement is an original document or an
electronic facsimile) signs this Option Agreement and returns via electronic facsimile or other electronic means only
the signature page of this Option Agreement to the other Party (referred to in the remainder of this Section 20 as the
"Receiver"), then the sending of the signature page shall constitute a declaration by the Sender that this Option
Agreement has been signed in the form and content received by the Sender without modification unless the Sender
simultaneously notifies the Receiver that the Sender has made revisions to this Option Agreement and sends the
revised pages or a letter describing the revisions along with the signature page. The facsimile or electronic signature
shall not be deemed binding upon the Parties if the Receiver notifies the Sender that the Receiver rejects any part of
or all of the revisions made to this Option Agreement by the Sender. Without in any way affecting the validity or
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DOCSOC/1706855v23/022363-0015
finality of this Option Agreement. the Receiver of a facsimile Option Agreement or signature page may request that
the Sender sign and return one or more original ink counterparts of this Option Agreement with the Sender's
signature notarized and witnessed, or attested if applicable, and the Sender shall promptly comply with the request.
21. Performance of Acts on Business Days. Unless specifically stated to the contrary, all references to
days herein shall be deemed to refer to calendar days. In the event that the final date for payment of any amount or
performance of any act hereunder falls on a Saturday, Sunday or holiday, such payment may be made or act
performed on the next succeeding business day.
[SIGNATURE PAGE FOLLOWS]
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DOCSOC/1706855v23/022363-0015
The Parties have executed this Option Agreement as of the date first above stated.
"OPTIONOR"
CITY OF ANAHEIM.
a California municipal corporation
and charter city
LOW
City Manager
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DOCSOC/I 706855N,23/022363-0015
"OPTIONEE"
LAB HOLDING LLC, a California
limited liability company
52
Its:
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness. accuracy, or validity of that document.
State of California
County of Orange
On , before me,
(insert name of notary)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the persons) 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
DOCSOC/I 706855v23/022363-0015
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Orange
On , before me,
(insert name of notary)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
DOCSOC/1706855v23/022363-0015
ATTACHMENT NO. I TO EXHIBIT V
PARKING EASEMENT AGREEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO
City of Anaheim
201 S. Anaheim Boulevard
Anaheim, California 92805
Attn: Community Development Director
With a copy to:
Lab Holding, LLC
709 Randolph Avenue
Costa Mesa, California 92626
Attention: Shaheen Sadeghi
RECORDED FOR THE BENEFIT OF THE CITY OF ANAHEIM AND IS EXEMPT FROM
FEE PER GOVERNMENT CODE §§ 27383 AND 6103
PARKING EASEMENT AGREEMENT
This PARKING EASEMENT AGREEMENT (this "Agreement") is entered into as of
2016, by and between the CITY OF ANAHEIM, a California municipal corporation
and charter city and municipal corporation (the �"Cit a 7"), and LAB HOLDINGS, LLC, a California
limited liability company (the "Developer').
RECITALS
A. The City and Developer entered into that certain Disposition and Development
Agreement dated for purposes of identification only as of , 2016 (as may be amended
from time to time, the "DDA"). The DDA provides for, among other things, the development of
certain real property located in Anaheim,, California, referred to in the DDA as "Project Site No. I,"
which is also sometimes referred to as the "Packing District." Project Site No. I includes a two-story
restaurant and retail development known as the "Packing House," a single -story, retail development
occupied by a restaurant and brewery, known as the "Packard Building," a park known as "Farmers
Park'" and another parcel currently being developed by the Developer with an approximately 10.500
square foot warehouse divided into several areas appropriate for private operation as a brewery,
winery, or other food or beverage producer with indoor and outdoor areas known as the "MAKE
Building."
B. City owns three parcels of real property which are developed with surface parking
lots as follows:
Attachment No. 1 -1 to Exhibit V
DOCSOC/1706855v23/022363-0015
"Parking Lot F (APN 037-0213-09)-46 spaces
"Parking Lot 2" (portion of APN 251-084-02) — 52 spaces
"Parking Lot 3" (portion of APN 251-081-23) — 19 spaces
Parking Lot 1, Parking Lot 2 and Parking Lot 3 are referred to in this Agreement each
individually as a "Parking Lot" and collectively as the "Parking Lots."
C. In order to facilitate the development and operation of the Packing District as
contemplated by the DDA, the City and Developer have entered into this Agreement pursuant, to
which the City will provide perpetual easements for the use of Parking Spaces within the Parking
Lots, for the benefit of the Packing District and the public, on the terms and conditions contained
herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein,
the parties hereby agree as follows:
1. Definitions. The following capitalized terms used in this Agreement shall have the
following meanings:
"Alterations" is defined in Section 9 hereof.
"Benefited Prope " means, collectively, the Packing House, the Packard Building,
Farmers Park and the MAKE Building.
"Burdened Prope " means Parking Lot 1, Parking Lot 2 and Parking Lot 3.
"City" is defined in the preamble of this Agreement.
"City FF&E" is defined in Section 13 hereof.
"Customers" means the customers and invitees of the retail tenants of Project Site
No. t.
"Daily Parking Rates" means any payment made by a Customer, the public or other
user of a Parking Lot for parking on a daily basis. The Daily Parking Rates shall be determined from
time to time by the Developer and shall not exceed the prevailing market rate for comparable garages
in the City.
Saturday.
"DDA" is defined in Recital A hereof.
"Default" is defined in Section 20.1 hereof.
"Designated Business Hours" means 8:00 a.m. to 12:30 a.m. Sunda), through
"Developer" is defined in the preamble of this Agreement,
"Director" means the City ` s Community Development Director.
Attachment No. 1-2 to Exhibit V
DOCSOC/1706855v23/022363-0015
"Easements" means the easements granted to the Developer pursuant to Section 2 of
this Agreement.
"Effective Date" means the date upon which fee title to the Benefited Property is
conveyed to the Developer.
"Estoppel Certificate" is defined in Section 23.3.
"Environmental Laws" means (1) Sections 25115, 25117, 25122.7 or 25140 of the
California Health and Safetv Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)),
(ii) Section 25316 of the California Health and Safety Code. Division 20, Chapter 6.8 (Carpenter -
Presley -Tanner Hazardous Substance Account Act), (iii) Section 25501 of the California Health and
Safety Code. Division 20. Chapter 6.95 (Hazardous Materials Release Response Plans and
Inventory), (iv) Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7
(Underground Storage of Hazardous Substances), (v) Article 9 or Article 11 of Title 22 of the
California Administrative Code, Division 4, Chapter 20, (vi) Section 311 of the Clean Water Act (33
U.S.C. §1317), (vii) Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901
et seq. (42 U.S.C. §6903) or (viii) Section 101 of the Comprehensive Environmental Response.
Compensation and Liability Act, 42 U.S.C. §6901 et seq.
"Farmers Park" is located within the Packing District as shown on the Site Map.
"FF&E" means collectively, all furniture, fixtures and equipment.
"Hazardous Materials" means any substance, material, or waste which is or becomes
regulated by any local governmental authority, the State of California, or the United States
Government, including, but not limited to, any material or substance which is (i) defined as a
"hazardous waste", ``acutely hazardous waste". "extremely hazardous waste". or "restricted
hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the
California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law),
(ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety
Code,, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act),
(iii) defined as a "hazardous material", "hazardous substance". or "hazardous waste" under
Section 25501 of the California Health and Safety Code. Division 20, Chapter 6.95 (Hazardous
Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under
Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground
Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls,
(viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article
I 1 of Title 22 of the California Code of Regulations, Chapter 20, (ix) designated as "hazardous
substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section 1317), (x) defined as
a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act,
42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903). (xi) defined as "hazardous substances'
pursuant to Section 101 of the Comprehensive Environmental Response.. Compensation, and
Liability Act, 42 U.S.C. Section 9601 et seq., (xii) methyl -tertiary butyl ether, or (xiii) any other
substance. whether in the form of a solid, liquid, gas or any other form whatsoever, which by any
Governmental Requirements either requires special handling in its use, transportation, generation.
collection, storage. handling, treatment or disposal, or is defined as "hazardous' or harmful to the
environment.
Attachment No. 1-3 to Exhibit V
DOCSOC/1706855N,23/022363-0015
"Indemnitees" means the City and its representatives, officials, employees, volunteers
and agents.
"Interest Rate" means the prime rate, as published in the Wall Street Journal from
time to time, or if the Wall Street Journal is no longer published, an equivalent rate selected by the
Parties.
"Laws and Regulations" is defined in Section 14.1 hereof.
"Liabilities" means liabilities, suits, actions, claims, demands, penalties, damages
(including without limitation, penalties, fines, and monetary sanctions), giving rise to losses, costs or
expenses (including, without limitation, consultants' fees, and reasonable attorneys' fees) of any kind
or nature and for any damages, including damages to property or injuries to persons, including
accidental death, (including reasonable attorneys' fees and costs in connection therewith).
"MAKE Building" is located within the Packing District as shown on the Site Map.
"Matters of Record" means all easements. agreements, rights-of-way, liens,
covenants, conditions, or restrictions of any nature now or hereafter affecting the Benefited Property
or Burdened Property or any part thereof and constituting a matter of public record.
"Mortgage" is defined in Section 19.1 hereof.
"Mortgagee" is defined in Section 19.1 hereof.
"Official Records" means the official records of Orange County, California.
"Developer FF&E" is defined in Section 13 hereof.
"Packard Buildinga" is located within the Packing District as shown on the Site Map.
"Packing District" means, collectively, the Packard Building, Farmers Park, Packing
House, MAKE Building and surrounding property as shown on the Project Site Map.
"Packing House" is located within the Packing District as shown on the Site Map.
"Parking Lots" is defined in Recital E hereof. The legal description of the Parking
Lots is attached hereto as Exhibit B.
Lots.
"Parking Operator" is defined in Section 8 hereof.
"Parking Revenues" means all revenues generated by the operation of the Parking
"Parking Rules" is defined in Section 5 hereof.
"Parking Spaces" means 117 parking spaces for non-exclusive use by the Developer
and its Customers anywhere in the Parking Lots.
"PILty" means each of the Developer and City, who are jointly, the "Parties."
Attachment No. 1-4 to Exhibit V
DOCSOC/l 706855x23/022363-0015
"Permitted Vehicle" means passenger cars, and standard -size vans, standard -size
sports utility vehicles or standard -size pick-up trucks, provided that any such vehicles do not exceed
20 feet in length or the posted height restrictions for the Parking Lots.
"Person" means an individual. corporation, partnership, limited liability company,
joint venture, association, firm, joint stock company, trust, unincorporated association, governmental
authority or agency, or other entity.
"Presence" means the presence, release, use. generation, discharge, storage and
disposal of any Hazardous Materials.
"Project Site No. 1" is defined in the DDA and is shown on the Site Map. The legal
description of the Project Site No. 1 is attached hereto as Exhibit A.
"Short Term Spaces" is defined in Section 11.2 hereof.
"Site Map" means the site map showing Project Site No. 1 and the Parking Lots
which is attached hereto as Exhibit C.
"Term" is defined in Section 4 hereof.
2. Grant of Easements.
2.1 Non -Exclusive Parking Spaces. City hereby irrevocably grants to the
Developer: (i) a non-exclusive easement for the benefit of the Developer, its employees and its
Customers to park Permitted Vehicles in the Parking Spaces, (ii) a non-exclusive easement for the
benefit of the Developer, its employees and its Customers for ingress and egress by Permitted
Vehicles through the driveways and drive aisles of the Parking Lots for the purpose of access to the
Parking Spaces. and (iii) a non-exclusive easement for the benefit of the Developer, its employees
and its Customers for pedestrian ingress and egress through the Parking Lots for the purpose of
access to the Parking Spaces.
2.2 Nature of Easements. The Easements granted herein shall run with the land,
and are irrevocable except as expressly provided herein. but are not intended to grant a fee interest or
leasehold interest in the Parking Lots or any other real property.
2.3 Dominant and Servient Estates. Each easement granted pursuant to the
provisions hereof is expressly and solely for the benefit of the Benefited Property, and the Benefited
Property shall be the dominant estate and the Burdened Property shall be the servient estate. All
easements created by or pursuant to this Agreement shall be appurtenant easements and not
easements in gross. Except as set forth in Section 4, any easement granted pursuant to the provisions
of this Agreement may be abandoned or terminated only by execution of an agreement so
abandoning or terminating the same, by the Developer of the dominant estates and consented to by
the Mortgagee, if any, of the dominant estate. None of the easements created pursuant to this
Agreement shall be relocated without the written consent of the Developer and its Mortgagees.
Reserved.
4. Term. The term of this Agreement (the "Term'") shall commence upon the Effective
Date and shall continue in perpetuity unless (a) the Agreement is terminated by mutual written
Attachment No. 1-5 to Exhibit V
DOCSOC/ 170685 5N723/022363-001 i
agreement of the parties, or (b) the Agreement is terminated, as provided herein.
5. Parking Rules. Subject to the prior written consent of the City, which consent shall
not be unreasonably withheld. the Developer may from time to time enact reasonable and
nondiscriminatory policies, rules and regulations for the operation and use of the Parking Lots (the
"Parking Rules"). Developer covenants that it will not enact Parking Rules that unreasonably
interfere with the use of the Parking Lots by the public. In the event of a conflict between the
provisions of this Agreement and the Parking Rules in effect from time to time, the provisions of this
Agreement shall prevail.
6. Operation, Maintenance and Repair. The Developer shall, at the Developer's sole
cost and expense, operate, maintain and repair, or cause to be operated. maintained or repaired. the
Parking Lots in good order, condition and repair in accordance with the practices generally prevailing
in the operation of structured parking within other similar mixed-use projects located in Orange
County, California. Without limiting the generality of the foregoing, Developer shall perform or
cause the following to be performed:
(a) Clean and maintain all surfaces of the Parking Lots and keep such surfaces
level and evenly covered with the type of surfacing material originally installed thereon, or such
substitute thereof as shall be equal thereto in quality, appearance and durability;
(b) Remove all papers, debris, filth and refuse from the Parking Lots and wash or
thoroughly sweep paved areas:
(c) Remove trash from trash receptacles and clean trash receptacles;
(d) Clean, maintain, repair and replace entrance, exit and directional signs, traffic
control signage, markers and lights into and within the Parking Lots;
(e) Clean lighting fixtures and relamp and reballast;
(f) Maintain, repair and replace striping and curbing;
(g) Maintain and repair any structures or buildings constructed in the Parking
Lots, as needed;
(h) Repaint and refinish all painted and finished surfaces;
(i) Maintain, repair and replace, if needed, all mechanical, electrical and utility
facilities and systems that are a part of or serve the Parking Lots.
(j) Except as otherwise provided herein, maintain, repair and replace all parking
revenue control equipment, parking access control equipment, security systems and traffic barriers;
(k) Make all repairs, improvements or alterations required to comply with
applicable Laws; and
(1) Enforce the Parking Rules.
Attachment No. 1-6 to Exhibit V
DOCSOC/1706855v23/022363-0015
7. Failure to Maintain. In the event that Developer or its Parking Operator fails to
commence to maintain or repair the Parking Lots in the conditioned required by this Agreement
within five (5) business days after written notice from the City, then the City shall give a second
notice to Developer and its Parking Operator stating the maintenance or repair Developer and/or its
Parking Operator has failed to perform. If within five (5) business days after such second written
notice, Developer has failed to commence such repair or maintenance, the City may (but shall not be
required to) perform such repair or maintenance at Developer's cost, in which event Developer shall
reimburse the City on demand for all reasonable out-of-pocket costs and expenses incurred by the
City in connection therewith, with interest accruing thereon at the Interest Rate. Notwithstanding the
foregoing, in the event the maintenance or repair cannot reasonably be completed within the time
periods set forth above, City shall not have the right to perform any such repair or maintenance so
long as Developer or its Parking Operator has commenced such maintenance or repair within the
time periods set forth above and diligently pursues the same to completion.
S. Parking Operator. Developer may from time to time delegate its operation,
maintenance and repair obligations for the Parking Lots to a qualified third -party parking operator
("Parking Operator"). City Management Corporation ("CMC") shall serve as the initial Parking
Operator. In the event that the Developer elects to change the Parking Operator, the identity of such
Parking Operator shall be subject to the prior written approval of the City, which approval shall not
be unreasonably withheld.
9. Alterations. Developer shall have the right from time to time, at its expense, to make
additions, alterations or improvements (collectively, "Alterations") to the Parking Lots, provided that
(a) the Alterations do not unreasonably interfere with the use of the Parking Lots by the public.. and
(b) the Alterations shall have been approved by the Director, in his reasonable discretion. As used in
the Agreement, the term "Alterations" shall include any re -striping of the Parking Lots.
10. Parking Revenues. All Parking Revenues attributable to Daily Parking Rates shall be
deposited in an account (the "Reserve Account") as designated by Developer to be used for future
operating, maintenance and capital improvements and/or replacements to the Parking Lots.
Developer shall annually, on or before March 31, provide an accounting to the City of all Parking
Revenues deposited into the Reserve Account and all expenditures from the Reserve Account during
the prior calendar year.
11. Use of Parkinz Lots.
11.1 Parking Spaces. Customers shall have the non-exclusive right to use the
Parking Spaces in common with the public and other users of the Parking Lots. The Parking Spaces
shall be available on a first come, first served basis, during all operating hours for the Parking Lots.
There will be no overnight parking in the Parking Spaces, but the Parking Spaces will be available
for use by Customers until at least one hour after the last retail tenant closes for business each night.
The Parking Spaces shall not be used by retail tenants of Project Site No. 1 for employee parking
except as expressly permitted by the City, in writing, from time to time. Employee parking shall be
limited to Designated Business Hours.
11.2 Short Term Parkin. Unless expressly authorized by the City in writing, none
of the Parking Spaces shall be restricted as short term parking spaces.
Attachment No. 1-7 to Exhibit V
DOCSOC/1706855v23/022363-0015
11.3 Validation. Parking in the Parking Lots shall be free for up to two (2) hours
with validation (as described below). After two (2) hours of validated parking, Daily Parking Rates
will apply. Developer may institute a validation program for the public and retail parking in the
Parking Lots. The Developer shall be solely responsible for the cost of validation machines, if any,
used in connection with the operation of the Parking Lots.
11.4 Cily's Reserved Rights. City reserves the right to utilize the Parking Lots for
public and other parking purposes, so long as the same do not unreasonably burden Developer's use
of or interfere with the use of the Easements granted hereunder to the Developer.
12. Access Control Equipment. The parties agree as follows with respect to the access
control equipment installed or to be installed within the Parking Lots: Any access control systems
for the Parking Lots will be installed, operated, maintained, repaired, and replaced (as needed) by the
Developer at its sole cost and expense; provided that the Developer may use the Reserve Account to
pay for such costs. Unless and until an access control system is installed at the entrance to each of
the Parking Lots, the Developer shall take reasonable steps (which may include hiring attendants) to
ensure the use of the Parking Structures complies with the terms of this Agreement.
13. Ownership of FF&E. During the entire Term and thereafter, the Parking Lots and all
Alterations thereto, shall be owned by and shall be considered the property of City. All FF&E that
are made, constructed or placed in or on the Parking Lots by City (the "City's FF&E"), and all
changes, alterations.. improvements and additions thereto, shall also be owned by and shall be
considered the property of City. All FF&E that are made, constructed or placed in or on the Parking
Lots by Developer (the "Developer FF&E"), if any, and all changes, alterations, improvements and
additions thereto, shall be owned by and shall be considered the property of the Developer. Upon the
expiration or earlier termination of this Agreement, all of the City's FF&E shall be owned by and
considered the property of City and all of the Developer FF&E shall be owned by and considered the
property of Developer, and Developer shall have the right, but not the obligation, to promptly remove
its Developer FF&E. The Developer shall be responsible for the cost of any repairs to the Parking
Lots and the City's FF&E caused by such removal. Any Developer FF&E not removed by
Developer within sixty (60) days following the expiration or earlier termination of this Agreement
shall thereafter become the property of the City.
14. Matters of Record. Laws and Permits.
14.1 Matters of Record: Laws and Permits in General. The City and Developer
shall comply with all Matters of Record, and all applicable federal, state and local laws, statutes,
orders, ordinances, rules, regulations.. plans, policies and decrees (collectively, the "Laws and
Regulations") with respect to its activities on and/or in the Parking Lots. The Developer shall
promptly furnish to City copies of any and all permits, licenses and approvals which they receive or
submit with respect to the activities conducted in connection with the Easements.
14.2 Environmental Laws.
14.2.1 Developer shall not knowingly, and shall not knowingly permit any
third party to, use, generate, store or dispose of any hazardous material on, under, about or within the
Parking Lots in violation of the Environmental Laws.
Attachment No. 1-8 to Exhibit V
DOCSOC/1706855v23/022363-0015
14.2 .2 The Developer shall comply in all material respects, to the best of its
reasonable ability, with the requirements of the Environmental Laws and shall notiAr City
immediately in the event of any discharge or discovery by Developer of any Hazardous Materials at,
upon. under or within the Parking Lots: provided, however, Developer. shall have no obligation to
remediate any Hazardous Materials on the Parking Lots the Presence of which first occurred before
the Effective Date. The Developer shall promptly forward to City copies of all orders. notices,
permits, applications or other communications and reports forwarded or received by in connection
with any discharge or the presence of any Hazardous Material or any other matters relating to the
Environmental Laws, as they may affect the Parking Lots.
14.2.3 Developer Indemnitor re Hazardous Materials. Developer shall
indemnify, defend and hold the Indemnitees harmless from and against all Liabilities arising from,
related in any respect to, or as a result of (i) the Presence of Hazardous Materials on the Parking Lots
which Presence first occurred after the Effective Date. and (ii) the Presence of Hazardous Materials
on the Parking Lots, which Hazardous Materials were not Hazardous Materials at the Effective Date,
but became Hazardous Materials after the Effective Date as a result of an amendment to, or
interpretation of. the Environmental Law; provided. that none of the same were directly and
proximately caused by City or any of its agents. employees or contractors. City shall cooperate with
Developer to ensure that City has assigned to Developer any and all rights that City acquired in its
acquisition of the Parking Lots or any portion thereof to permit Developer's prosecution of claims
against any third parties who are potentially responsible for such Hazardous Materials.
14.2.4 Developer Release. Developer agrees to and hereby shall release the
Indemnitees from and against all Liabilities arising from, related in any respect to, or as a result of (i)
the Presence of Hazardous Materials on the Parking Lots that first existed on the Parking Lots as of
the Effective Date. but were discovered after the Effective Date. and (ii) the Presence of Hazardous
Materials on the ParklnQ Lots. which Hazardous Materials were not identified and/or defined as such
under the Environmental Laws as of the Effective Date but became Hazardous Materials after the
Effective Date as a result an amendment to, or interpretation of, the Environmental Law.
Notwithstanding the foregoing, Developer is not releasing any, person or entity other than the
Indemnitees.
15. Taxes. Developer shall be solely responsible for the payment of any and all real
property taxes, impositions or similar charges levied against the Parking Lots, including, any
possessory interest taxes relating to the use and occupancy of the Parking Lots which max, be
imposed on the interest of the Developer in the Parking Lots. This provision constitutes written
notice to the Developer pursuant to California Revenue and Taxation Code Section 107.
16. Assignment and Sublettintr. Except as otherwise expressly provided in this
Agreement, Developer shall not voluntarily or involuntarily assign its interest in this Agreement. the
Easements granted hereunder or in the Parking Lots, separate and apart from any Transfer (as defined
in the DDA] of its interest in and to the Benefited Property, or grant any sub -easement or sublicense
with respect to all or any part of the Parking Lots, without City's prior written consent, which
consent may be granted or withheld in City's sole discretion.
17. Insurance.
17.1 Insurance Policies for Developer. Without limiting City's right to
indemnification, it is agreed that Developer shall cause to be secured prior to the Effective Date. and
Attachment No. 1-9 to Exhibit V
DOCSOC/1706855 23/022363-001
maintain during the Term, comprehensive general liability insurance, or commercial general liability
insurance. including coverage for contractual liability, personal injury liability, products/completed
operations liability, broad -form property damage. independent contractor's liability and fire damage
legal liability, in an amount of not less than Two Million Dollars ($2,000,000.00) per occurrence,
combined single limit, written on an occurrence forin. The Director, with the consent of the City's
Risk Manager, is hereby authorized to reduce the requirements set forth above in the event the
Director determines that such reduction is in Citv's best interest.
17.2 Insurance Requirements for Developer. The insurance policies maintained by
the Developer under Section 17.1 shall comply with the following requirements:
(a) Each insurance policy shalt provide that the insurance shall not be
canceled, materially limited in scope or coverage,. or non -renewed until after thirty (30) days' prior
written notice has been given to the City Clerk, 200 S. Anaheim Boulevard, Anaheim, CA 928051,
except in the event of cancellation for non-payment of premium which shall provide for not less than
ten (10) days' notice"
(b) Each insurance policy shall provide as follows: "It is agreed that any
insurance or self-insurance maintained by the City of Anaheim shall apply in excess of and not
contribute with insurance provided by this policy to the extent of insured's obligations under the
Parking Easement Agreement."
(c) Each insurance policy shall contain the following clause: "The City
of Anaheim and its officials, agents, employees, representatives, and volunteers are added as
additional insureds as respects operations and activities of, or on behalf of the named insured,
performed under the Parking Easement Agreement."
(d) Prior to the Effective Date, the Developer shall deliver to Citta
(i) insurance certificates confirming the existence of the insurance required by Section 17.1. and
including the applicable clauses referenced above and (ii) endorsements to the above -required
policies, which add to these policies the applicable clauses referenced above. Such endorsements
shall be signed by an authorized representative of the insurance compam- and shall include the
signatory's company affiliation and title. Should it be deemed necessary by City, it shall be the
Developer's responsibility to see that City receives documentation, acceptable to City, which sustains
that the individual signing such endorsements is indeed authorized to do so by the insurance
company. Also, City has the right to reasonably request that the Developer provide City copies of
any insurance policies required under this Agreement, which request shall be reasonably honored by
the Developer within a reasonable time.
(e) Nothing herein contained shall be construed as limiting in any way
the extent to which the Developer may be held responsible for payment of damages to persons or
property resulting from the performance of the Developer or its subcontractors under this Agreement.
18. Indemnification by the Developer. The Developer shall defend, indemnify, assume
all responsibility for, and hold the Indemnitees, harmless from, all claims, demands, damages,
defense costs or liability of any kind or nature relating to any damages to property or injuries to
persons, including accidental death (including attorneys' fees and costs); which may be caused by
any of the activities or performance by the Developer under this Agreement, whether such activities
or performance thereof be by Developer or by anyone directly or indirectly employed or contracted
Attachment No. 1-10 to Exhibit V
DOCSOC/1706855%;23/022363-001 5
with by Developer and whether such damage shall accrue or be discovered before or after
termination of this Agreement. Notwithstanding the foregoing. Developer shall not be liable to City
for property damage or bodily injury caused (i) by the sole negligence of City or its designated agents
or employees or (ii) by City's failure to comply with the terms and conditions of this Agreement.
The rights and obligations set forth in this Section 18 shall survive the termination of this Agreement.
19. Mortgagee Protections.
19.1 Provisions Benefiting Mortgagee. This Section is for the exclusive benefit of,
and its terms may only be enforced by, a Mortgagee (as defined below) and its successors, assigns or
participants. Provided that City has received notice of the identity and address of any such
Mortgagee, Cite hereby covenants and agrees to faithfully perform and comply with the provisions of
this Section. For purposes hereof. a "Mortgagee" shall mean the holder of any deed of trust.
mortgage and/or other real property lien document executed by Developer from time to time which
encumbers all or any portion of Project Site Ne. I (collectively. a "Mortgage").
19.2 Permitted Assignments. Notwithstanding any contrary provision of this
Agreement. no restrictions on assignment of Developer's interest in this Agreement shall be
applicable to: (i) the granting of a Mortgage by Developer, (ii) an assignment of this Agreement at a
foreclosure sale under a Mortgage or in connection with a judicial foreclosure of a Mortgage; (iii) an
assignment made to a Mortgagee in lieu of foreclosure; or (iv) any subsequent assignment by a
Mortgagee if the Mortgagee is the assignee under an assignment referred to in clauses (ii) and (iii)
above. In any such event. the Mortgagee shall forthwith give written notice of the assignment to City
setting forth the name and address of the Assignee. the effective date of such assignment and
including a copy of the document by which such assignment was made and by which the assignee
expressly assumes and agrees to perform all the other obligations of the Developer under this
Agreement; provided. however. that the failure to provide any such notice or assignment and
assumption document shall constitute a Default by such assignee under this Agreement but shall not
invalidate the transfer of Developer's estate to such assignee. Any such assignee shall be liable to
perform the obligations of the Developer first arising from and after the date of such assignment
under this Agreement (for which purpose a reimbursement or indemnity obligation arising after such
assignment as the result of an event occurring prior to such assignment shall be considered an
obligation arising prior to such assignment) only so lona as such assignee holds title to the
Developer's estate or interest in Project Site No. 1.
19.3 Provisions of a Mortgage. City hereby agrees that a Mortgage may, at the
election of the Mortgagee. include provisions which provide:
(a) For the entry of such Mortgagee upon the Parking Lots during
business hours. without notice to City or the Developer, to view the state of the Parking Lots;
(b) That a Default by the Developer under this Agreement shall constitute
a default under the Mortgage;
(c) For an assignment of all or any portion of the Developer's rights
under this Agreement, including without limitation, the Developer's right, if any, to terminate,
cancel. modifV. change. supplement. alter or amend this Agreement_
Attachment No. 1-1 I to Exhibit V
DOCSOC/1706855v23/022363-0015
(d) For the foreclosure of the Mortgage pursuant to a power of sale, by
judicial proceedings or other lawful means and the subsequent sale of the estate or interest to the
purchaser at the foreclosure sale and a sale by such purchaser if the purchaser is the Mortgagee;
(e) For the appointment of a receiver., irrespective of whether the
Mortgagee accelerates the maturity of all indebtedness secured by the Mortgage: and
(f) For the right of the Mortgagee or the receiver to enter and take
possession of the Developer's interest under this Agreement. to collect the subrentals, issues and
profits therefrom and to cure any default under the Mortgage or any Default by the Developer under
this Agreement.
19.4 No Termination. Except as expressly set forth in this Agreement, no action
by Developer to cancel, surrender, or modify the terms of this Agreement shall be effective for any
purpose or binding on any person without the prior written consent of each existing Mortgagee of
Developer, which consent may be withheld in any such Mortgagee's reasonable discretion.
19.5 Notices. If City shall give any, notice, demand. election or other
communication required or permitted to be given hereunder including, without limitations, a notice
of a Developer Default to the Developer, then City shall give a cop), of each such notice to the
Mortgagee at the address designated by it and such notice shall be effective upon receipt at such
address. No notice given by City to the Developer shall be binding upon or affect such Mortgagee
unless a copy of such notice shall be given to it pursuant in this Section. In the case of an assignment
of such Mortgage or change in address of such Mortgagee, such assignee or Mortgagee may change
the address to which such copies of notices are to be sent by delivering written notice thereof to City.
19.6 Performance of Covenants.
any term, covenant or condition and to remedy anv
and City shall accept such performance with the
Developer.
Each Mortgagee shall have the right to perform
Default by the Developer under this Agreement,
same force and effect as if furnished by the
19.7 Delegation to Mortaaaee. The Developer may delegate irrevocable to
Mortgagee the non-exclusive authority to exercise any or all of Developer' s rights hereunder, but no
such delegation shall be binding upon City unless and until either the Developer or the Mortgagee
shall give to City a true copy of a written instrument effecting such delegation. Such delegation of
authority may be effected by the terms of the Mortgage itself in which case service upon City or an
executed counterpart or conformed copy of such Mortgage, together with written notice specifying
the provisions therein which delegate such authority to such Mortgagee, shall be sufficient to give
City notice of such delegation.
19.8 Default by Developer.
19.8.1 Monetary Default. In the event of a Default by Developer in the
payment of any monetary obligation hereunder. City agrees not to terminate this Agreement unless
City provides written notice of such Default to any Mortgagee and such Mortgagee shall have failed
to cure such Default within thim (30) days following receipt by such Mortgagee of written notice
from City that such Default remained uncured following the expiration of the Developer's cure
period.
Attachment No. 1-12 to Exhibit V
DOCSOC/1706855v23/022363-0015
19.8.2 Non -monetary Default. In the event of a Default by the Developer in
the performance or observance of any non -monetary term, covenant, or condition to be performed by
it hereunder. City agrees not to terminate this Agreement unless City provides written notice of such
Default to any Mortgagee and such Mortgagee shall have failed to cure such Default within sixty
(60) days following receipt by such Mortgagee of written notice from City that such Default
remained uncured following the expiration of the Developer's cure period; provided that if such
Default is curable by such Mortgagee without possession of the Developer's interest in this
Agreement but the cure cannot reasonably be effected within such sixty (60) day period, then such
60 -day period shall be extended so long as such Mortgagee promptly commences cure (in anv event.
within such initial 60 -day period), and thereafter diligently prosecutes such cure to completion; and
provided further that if such Default cannot practicably be cured by the Mortgagee without taking
possession of the Developer's interest in this Agreement, or if such Default is not susceptible of
being cured by the Mortgagee, then City shall not terminate this Agreement if and as long as the
Mortgagee shall (i) institute foreclosure proceedings and diligently prosecute the same to completion
(or, in its absolute discretion, acquire the Developer's estate hereunder by deed in Iieu of foreclosure
on or before the date on which the foreclosure sale would otherwise have occurred), (ii) commence
such cure within thirty (30) days following such foreclosure or acquisition, and (iii) thereafter
diligently prosecute such cure to completion. The Mortgagee shall not be required to institute or
diligently continue with foreclosure proceedings as provided above if and when such Default shall be
cured by the Developer.
19.8.3 Other Defaults. Nothing herein shall preclude City from exercising
any of its rights or remedies with respect to any other Default by the Developer during any period of
such forbearance, but in such even the Mortgagee shall have all of its rights provided for herein.
19.8.4 Mortzagee Not Obligated to Cure Default. A Mortgagee shall not
have anv obligation to cure any Default by the Developer under this Agreement.
19.9 Bankruptcy Events. In no event shall City have any right to terminate
this Agreement based on the bankruptcy or insolvency of the Developer, as long as the Developer is
not otherwise in Default hereunder.
19.10 Further Amendments. City and the Developer hereby agree to
cooperate in including in this Agreement by suitable amendment from time to time any provision
which may reasonably be requested by any proposed Mortgagee for the purpose of implementing the
Mortgagee protection provisions contained in this Agreement and allowing such Mortgagee
reasonable means to protect or preserve the lien of the Mortgage on the occurrence of a Developer
Default. City and the Developer each agree to execute and deliver (and to acknowledge, if necessary,
for recording purposes) any agreement reasonably necessary to effectuate anv such amendment;
provided, however, that any such amendment shall not in any material respect adversely affect any
rights of City under this Agreement.
19.11 Personal Liability of Mortgagee. No Mortgagee shall become
personally liable for the performance or observance of any covenants or conditions to be performed
by the Developer unless and until such Mortgagee becomes the owner of the Developer's estate or
interest hereunder upon the exercise of any remedy provided for in its Mortgage. Thereafter such
Mortgagee shall be liable for the performance and observance of such covenants and conditions only
so long as such Mortgagee owns such interest.
Attachment No. 1-13 to Exhibit V
DOCSOC/1706855v23/022363-0015
19.12 More Than One Mortgagee. In the event two or more Mortgagee
each exercise their rights hereunder and there is a conflict which renders it impossible to comply with
all such requests, the Mortgagee whose Mortgage would be senior in priority if there were
foreclosure shall prevail.
20. Defaults and Remedies.
20.1 Enforcement of Agreement. A Party harmed by a default or violation of this
Agreement ("Default") shall have the right to enforce this Agreement against any other Party that is
in violation of, or Default under, this Agreement, and the harmed Party may prosecute any
appropriate proceedings at law or in equity against the violating or defaulting Party. The non -
defaulting Party may, in any such proceeding, obtain injunctive or other equitable relief requiring the
violating or defaulting Pam, to observe or perform this Agreement or restraining violations and
Defaults under this Agreement; recover damages on account of such violation or Default; secure.. by
way of specific performance or otherwise, the performance of any covenant, condition, easement or
restriction in this Agreement; and/or obtain any other remedy provided for at law or in equity.
20.2 Enforcement Procedures against Developer.
20.2.1 Prior to the exercise of any rights against Developer, a notice must be
sent to the Developer (and its Mortgagee if such Mortgagee shall have provided its address for
notices) specifying the nature of the Default.
20.2.2 In the case of a monetary Default, if the Default is not cured within
ten (10) days after notice to the Developer under Section 20.2.1, the City may, for the purpose of
securing such claim, impose a lien upon Project Site No. 1. Such lien may be imposed by serving
written notice upon Developer and its Mortgagee, if any. which shall contain a representation of
compliance with the provisions of this Section, an explanation as to the nature of the Default,
together with a description of Project Site No. 1, and by duly recording a copy of said notice in the
Official Records. No such lien shall exist until such notice is duly served and recorded as provided
herein.
20.2.3 In the case of a non -monetary Default, if the Default is not cured
within thirty (30) days after notice to the Developer under Section 20.2.1, then the City may cure the
Default on behalf and at the cost of the Developer and may, for the purpose of securing such costs,
impose a lien upon Project Site No. 1. Such lien may be imposed by serving written notice upon the
Developer and its Mortgagee, if any, which shall contain a representation of compliance with the
provisions of this Section, an explanation as to the nature of the Default, together with a description
of Project Site No. 1, and by duly recording a copy of said notice in the Official Records. No such
lien shall exist until such notice is duly served and recorded as provided herein. Notwithstanding the
foregoing. if more than thirty (30) days are reasonably required for cure of a non -monetary Default.
the Developer shall not be in Default hereunder if the Developer shall promptly (and in any event
within thirty (3 0) days after receipt of notice under Section 20.2. 1) commence the cure of the Default
and diligently prosecute the same to completion.
20 2.4 The priority, of any lien under this Section 20.2 shall be determined as
of the date of filing the same in the Official Records; provided, however; any such lien shall
nevertheless be subject and subordinate to the lien of any mortgage or trust deed now or hereafter
affecting Project Site No. 1. Such lien shall continue until the obligation to pay such costs is fully
Attachment No. 1-14 to Exhibit V
DOCSOC/1706855v23/022363-0015
discharged, but in no event longer than five (5) years from the date of recordation, and may be
foreclosed in accordance with the laws pertaining to foreclosure of mortgages without power of sale.
20 2.5 Such lien shall secure not only the amount stated in the aforesaid
notice, but also the reasonable costs and expenses of enforcing the same, including interest and
reasonable attorneys' fees.
20.2.6 In addition to the City's other remedies available under this
Agreement, under the Law or in equity, in the event of a non -monetary Default by the Developer that
is not cured within thirty (30) days after notice is provided to the Developer under Section 20.2. 1. the
City may, at the City's option and following written notice to the Developer of such election,
undertake the Developer's obligations to operate, maintain and manage the Parking Lots and in such
event the City shall have the right to set Daily Parking Rates and receive and use all Parking
Revenues for the purposes permitted in this Agreement.
20.3 Enforcement Procedures affainst Citv.
20.3.1 Prior to the exercise of any rights against the City, a notice must be
sent to the City specifying the nature of the Default.
20.3.2 In the case of a monetary Default, if the Default is not cured within
ten (10) days after notice to City under Section 20.3.1, the Developer may pursue any rights and
remedies available to Developer at law or in equity.
20.3.3 In the case of a non -monetary Default. if the Default is not cured
within thirty (30) days after notice to City under Section 20.3. L then the Developer may, in addition
to its other rights and remedies at law or in equity. cure the Default on behalf and at the cost of City
and pursue recovery of such amounts from the City. Notwithstanding the foregoing, if more than
thirty (30) days are reasonably required for cure of a non -monetary Default, City shall not be in
Default hereunder if City shall promptly (and in any event within thirty (30) days after receipt of
notice under Section 20.3.1) commence the cure of the Default and diligently prosecute the same to
completion.
20.4 No Termination Upon Default. Notwithstanding anything to the contran, set
forth herein, no Default or violation under this Agreement shall entitle any Party to terminate this
Agreement, but such limitation shall not affect, in any manner, any other right or remedy which any
Party may have hereunder by reason of such Default.
21. Enforcement and Occupancy Tracking.
21.1 Enforcement Generally. The Developer shall take reasonable steps to enforce
the terms of this Agreement and the Parking Rules. Without limiting the generality of the foregoing,
at any time an access control system is not installed at each entrance to the Parking Lots. the
Developer and/or its Parking Operator shall institute a program to ticket and/or tow parties that use
the Parking Lots in violation of the terms of this Agreement or the Parking Rules.
11
21.2 Reserved.
21.3 Occupancy Tracking. In the event that the Parking Lots become
overburdened, or the City or Developer determines in good faith that parking is being abused, the
Attachment No. 1-15 to Exhibit V
DOCSOM 706855v23/022363-0015
Developer shall track use and occupancy of the Parking Lots, including, without limitation: (a) the
numbers of vehicle entries and vehicle exits: (b) the hour by hour utilization of parking spaces and
monthly parking permits; (c) the number and dollar amount of all cash and validation transactions;
(d) the source of validations issued; and (e) the average length of stays for validated and non -
validated parkers. Using the foregoing data, the Parties shall meet and confer to discuss reasonable
changes to this Agreement, provided that any changes shall be subject to the reasonable approval of
both the City and Developer.
22. Notices. All notices hereunder must be in writing and, unless otherwise provided
herein, shall be sent by registered or certified mail, postage prepaid, return receipt requested,
overnight courier or telecopy and shall be deemed received upon the earlier of (i) if mailed, four (4)
business days after the date of posting by the United States post office, (ii) if sent by overnight
courier, upon receipt by the person to receive such notice, or (iii) if sent by telecopy, when sent. Any
notice, request, demand. direction or other communication sent by telecopy must be confirmed
within forty-eight (48) hours by letter mailed in accordance with the foregoing. Notices shall be
addressed as follows (or to any other mailing address which the Party to be notified may designate to
the other Party by such notice; should City or the Developer have a change of address, the other Party
shall immediately be notified as provided in this Section of such change):
To City: City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
Attention: Linda N. Andal, City Clerk
Fax No. (714) 765-4105
With a copy to: City of Anaheim
201 S. Anaheim Boulevard, 10th Floor
Anaheim. California 92805
Attention: John E. Woodhead IV, Community Development
Director
Fax No. (714) 765-4630
City of Anaheim
200 S. Anaheim Boulevard, 3rd Floor
Anaheim, California 92805
Attention: Theodore J. Reynolds, Assistant City Attorney
Fax No. (714) 765-5123
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Thomas P. Clark, Jr., Special Counsel to City
Fax No. (949) 823-5140
To Developer: Lab Holding, LLC
709 Randolph Avenue
Costa Mesa, California 92626
Attention: Shaheen Sadeghi
Attachment No. 1-16 to Exhibit V
DOCSOC/1706855v23/022363-0015
with a copy to: Allen Matkins Leck Gamble Mallory & Natsis LLP
1900 Main Street. 5th Floor
Irvine. California 92614
Attention: R. Michael Joyce
23. Miscellaneous Provisions.
23.1 Attorneys' Fees. City and the Developer agree that in the event of litigation
to enforce this Agreement or terms, provisions and conditions contained herein, to terminate this
Agreement, or to collect damages for a Default hereunder, the prevailing Party shall be entitled to all
costs and expenses, including reasonable attorneys' fees, incurred in connection with such litigation.
23.2 Nondiscrimination. Developer agrees not to discriminate against any person
or class of persons by reason of sex, color, race. creed, religion, marital status. handicap, ancestry or
national origin in its activities hereunder. To the extent this Agreement provides that Developer offer
accommodations or services to the public, such accommodations or services shall be offered by the
Developer to the public on fair and reasonable terms.
23.3 Estoppel Certificate. Each Party shall, upon written request from any other
Party. which request shall quote this Section, execute to the requesting Party a written statement in
the form of Exhibit C attached hereto or such other reasonable form as may be proposed by the
requesting Party (an "Estoppel Certificate") certifying (a) whether or not this Agreement is modified
and whether or not this Agreement is in full force and effect (or, if there have been modifications,
stating those modifications), (b) whether or not, to its actual knowledge. any Party has failed to
perform an obligation under this Agreement. and if so, the nature of the failure, and (c) such other
matters as may be reasonably requested by the requesting Party. No Party shall be obligated to
respond to a request to execute an Estoppel Certificate that attempts to modify any of the terms or
conditions of this Agreement. An Estoppel Certificate executed by any Party may be relied upon by
a Party or anN7 transferee or Mortgagee of a Party to which such Estoppel Certificate is addressed so
as to estop the party executing the Estoppel Certificate from asserting the contrary. If a Party
requests an Estoppel Certificate in a form that varies materially from the form attached hereto as
Exhibit C. the Party requesting such Estoppel Certificate shall reimburse the other Part), for any
reasonable out-of-pocket costs and expenses, including without Iimitation attorneys' fees incurred in
connection with the review and approval of such Estoppel Certificate.
23.4 Waiver. Inaction by City or Developer with respect to a Default hereunder
shall not be deemed to be a waiver of such Default. The waiver by either City or Developer of any
Default hereunder shall not be deemed to be a waiver of any subsequent Default.
23.5 Time of the Essence. Time is hereby expressly declared to be the essence of
this Agreement and of each and every teen, covenant and condition hereof which relates to a date or
a period of time.
23.6 Relationship of Parties. Nothing contained herein shall be deemed or
construed by the Parties. nor by any third party, as creating the relationship of principal and agent or
of partnership or of joint venture between the Parties, it being understood and agreed that the
Developer shall not. in any way, be considered to be an officer. agent or employee of City.
Attachment No. 1-17 to Exhibit V
DOCSOC/17068 5v23/022363-001;
23.7 Remedies Cumulative. The remedies given to the City and the Developer
herein shall be cumulative and are given without impairing any other rights given to the City or the
Developer by statute or law now existing or hereafter enacted and the exercise of any one (1) remedy_
by the City or the Developer shall not exclude the exercise of any other remedy.
23.8 Effect of Invalidity,. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder- of this Agreement, or the application of its terms and provisions to persons and
circumstances other than those to which it has been held invalid or enforceable shall not be affected
thereby. and each term and provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.
23.9 Successors and Assigns. This Agreement and the covenants and conditions
contained herein shall be binding upon and inure to the benefit of and shall apply to the successors
and assigns of the City and to the permitted successors and assigns of the Developer. and all
references to "City" or "Developer" shall be deemed to refer to and include all permitted successors
and assigns of such Party.
23.10 Entire Agreement. This Agreement and the exhibits hereto contain the entire
agreement of the Parties with respect to the matters covered hereby, and no agreement, statement or
promise made by any Party which is not contained herein. shall be valid or binding. No prior
agreement, understanding or representation pertaining to any such matter shall be effective for any
purpose. No provision of this Agreement may be amended. modified or added except by an
agreement in writing signed by City and Developer.
23.11 Authoritv. Each individual executing this Agreement on behalf of a
corporation, nonprofit corporation, partnership or other entity or organization, represents and
warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such
entitv or organization and that this Agreement is binding upon the same in accordance with its terms.
Developer shall, at City's request. deliver a certified cope of its operating agreement and/or
governing board's resolution or certificate authorizing or evidencing such execution.
23.12 Conflicts of Interest. No member, official or employee of City shall have any
personal interest, direct or indirect. in this Agreement, nor shall any such member, official or
employee participate in anv decision relating to this Agreement which affect his or her personal
interests or the interests of any corporation, partnership or association in which he or she is directly
or indirectly interested.
23.13 Non -Liability of Members. Officials. Agents and Employees of City. No
member, official, agent or employee of City shall be personally liable to Developer, or any successor
in interest. in the event of anv Default or breach by Citv or for_ any amount which may become due to
Developer or Developer's successors. or on any obligation under the terms of this Agreement.
Developer hereby waives and releases any claim it may have against the members, officers,
employees or agents of City with respect to any Default or breach by City or for anv amount which
may become due to Developer or its successors, or any obligations under the terms of this
Agreement. Developer makes such release with the full knowledge of Civil Code Section 1542 and
hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is
applicable. Section 1542 of the Civil Code provides as follows:
Attachment No. 1-18 to Exhibit V
DOCS OC/ 1706855%,23/022363-001
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or
her settlement with the debtor."
23.14 Non -Liability of Officers. Directors. Shareholders. Partners, Agents and
Employees of Developer. No officer, director; shareholder, partner, agent or employee of Developer
shall be personally liable to City, or any successor in interest, in the event of any Default or breach
by the Developer or for any amount which may become due to City or City's successors, or on any
obligation under the terms of this Agreement. City hereby waives and releases any claim City may
have against the officers, directors, shareholders, partners, employees or agents of the Developer with
respect to any Default or breach by the Developer or for any amount which may become due to City
or City's successors, or any obligations under the terms of this Agreement. The City makes such
release with the full knowledge of Civil Code Section 1542 and hereby waives any and all rights
thereunder to the extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil
Code provides as follows:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially_ affected his or
her settlement with the debtor."
23.15 Controlling Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
23.16 Ca tp ions. The captions set forth herein are for convenience of reference only
and shall not affect the interpretation of this Agreement or limit or amplify any of its terms or
provisions.
23.17 Recordation of Easement. This Agreement may be recorded by any Party.
Upon the termination of this Agreement, Developer shall provide City with a recordable quitclaim
deed releasing all of the Developer's interest in the Parking Lots.
23.18 City Approvals and Actions. The Director shall have the authority to make
approvals, issue interpretations, waive provisions, make and execute further agreements and/or enter
into certain amendments of this Agreement on behalf of the City so long as such actions do not
materially or substantially change the terms of this Agreement.
--Signatures Next Page --
Attachment No. 1-19 to Exhibit V
DOCSOC/1706855v23/022363-0015
In witness whereof, the Parties have executed this Agreement as of the respective dates set
forth below.
CITY:
CITY OF ANAHEIM, a California municipal
corporation and charter city
Dated: . 20 Bv:
ATTEST:
LINDA N. ANDAL, CITY CLERK
City Clerk
APPROVED AS TO FORM:
MICHAEL HOUSTON, CITY ATTORNEY
Theodore J. Reynolds
Assistant City Attorney
STRADLING YOCCA CARLSON & RAUTH,
Special Counsel to City
Mayor
DEVELOPER:
LAB HOLDING LLC, a California limited
liability company
Dated: . 20 By:
Its:
Attachment No. 1-20 to Exhibit V
DOCSOC/1706855v23/022363-0015
ACKNOWLEDGEMENTS
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached. and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA
ss.
COUNTY OF
On before me. . Notary Public.
personally appeared , who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
Attachment No. 1-21 to Exhibit V
DOCS001706855x23/022363-0015
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached. and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On
before me,
ss.
Notary Public,
personally appeared . who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
Attachment No. 1-22 to Exhibit V
DOCSOC/1706855v23/022363-0015
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On
before me,
ss.
Notary Public,
personally appeared who proved
to me on the basis of satisfactory evidence to be the person(s) whose names(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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
Attachment No. 1-23 to Exhibit V
DOCSOC/1706855v23/022363-0015
EXHIBIT A
LEGAL DESCRIPTION OF PROJECT SITE NO. 1
PROJECT #1: PACKING DISTRICT
PACKING HOUSE
The real property referred to herein is situated in the County of Orange, City of Anaheim, State of California, and is
described as follows:
PARCEL 3 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3, 2014 AS INSTRUMENT NO. 201400215209
IN BOOK 379, PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF SAID COUNTY.
FARMERS PARK AND PACKARD BUILDING
The real property referred to herein is situated in the County of Orange, City of Anaheim, State of California, and is
described as follows:
PARCELS 1 AND 2 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3, 2014 AS INSTRUMENT NO.
201400215209 INT BOOK 379, PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF SAID COUNTY.
MAKE BUILDING (500 S. ANAHEIM BOULEVARD)
The real property referred to herein is situated in the County of Orange. City of Anaheim, State of California, and is
described as follows:
PARCEL 3 OF PARCEL MAP NO. 89-311, IN THE CITY OF ANTAHEIM, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER MAP FILED IN BOOK 260, PAGES 1 TO 4 INCLUSIVE OF PARCEL MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF ANAHEIM IN GRANT DEED
RECORDED MAY 02, 2006 AS INSTRUMENT NO. 200600029406 1. IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
ALSO EXCEPTING THEREFROM ALL OIL, MINERAL, GAS OR OTHER HYDROCARBON SUBSTANCES
BELOW THE DEPTH OF 500 FEET, UNDER THE SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT
OF SURFACE ENTRY OR ANY OTHER USE OF THE LAND ABOVE SUCH 500 FOOT DEPTH. AS
RESERVED IN DEED RECORDED MAY 05, 1989, AS INSTRUMENT NO. 89-238472 OF OFFICIAL
RECORDS
Attachment No. 1-24 to Exhibit V
DOCSOC/1706855\-23/022363-0015
EXHIBIT R
LEGAL DESCRIP'T'ION OF PARKING LOTS
PARKING LOT 1 — (APN 037-023-09)
The real property referred herein is situated in the County of Orange, City of Anaheim, State of
California and is described as follows:
PARCEL 4 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3, 2014 AS INSTRUMENT NO.
201400215209 IN BOOK 379, PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF
SAID COUNTY.
PARKING LOT 2 — (PORTION OF APN 251-084-02)
THAT PORTION OF VINEYARD LOT G-3, PER MAP FILED IN BOOK 4 PAGES 629 TO 630 OF DEEDS,
MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, LYING SOUTHERLY OF A LINE PARALLEL
WITH AND 81.00 FEET SOUTHERLY FROM THE SOUTHERLY LINE OF PARCEL 3 OF PARCEL MAP NO.
89-311 FILED IN' BOOK 260 PAGES 1 THROUGH 4, INCLUSIVE OF PARCEL MAPS OF ORANGE
COUNTY, WESTERLY OF THE WESTERLY RIGHT OF WAY LINE OF CLAUDINA STREET, 60 FEET
WIDE AS SHOWN ON SAID PARCEL MAP NO. 89-311, NORTHERLY OF TRACT NO. 497 FILED IN BOOK
17 PAGE 38 OF MISCELLANEOUS MAPS OF ORANGE COUNTY AND EASTERLY OF A LINE PARALLEL
WITH AND 221.17 FEET EASTERLY FROM THE CENTERLINE ANAHEIM BOULEVARD AS SHOWN ON
SAID TRACT NO. 497.
PARKING LOT 3 (PORTION OF APN 251-081-23)
That portion of the Vineyard Lot G-3, in the City of Anaheim, County of Orange, State of California, as shown on a
map recorded in Book 4, Pages 629 and 630 od Deeds, in the office of the Recorder of Los Angeles County being
more particularly described as follows:
Commencing at the southwesterly corner of Parcel One of Parcel Map 92-252 as shown on a map recorded in Book
281 pages 20 and 21 of Parcel Maps in the office of the Recorder of said Orange County, said point being on the
centerline of Claudina Street, South 15'29135 East, 174.68 feet from the intersection with the centerline of Santa
Ana Street as shown on said Parcel Map 92-252; thence along the southerly line of said Parcel One North 74'30'00
East, 30.00 feet to the easterly line of said Claudina Street and the True Point Of Beginning; thence continuing along
the southerly line of said Parcel One, North 74'30'00 East, 180.00 feet; thence leaving said southerly line of said
Parcel One, South 15'29'35 East, 45.00 feet., thence South 74'30'00 West, 180.00 feet to the easterly line of said
Claudina Street, thence along the easterly line of said Claudina Street, North 15'20'35' West, 45.00 feet to the True
Point Of Beginning.
Attachment No. 1-25 to Exhibit V
DOCSOC/1706855v23/022363-0015
EXHIBIT C
Attachment No. 1-26 to Exhibit V
DOCSOC/1706855v23/022363-0015
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Attachment No. 1-26 to Exhibit V
DOCSOC/1706855v23/022363-0015
EXHIBIT D
ESTOPPEL. CERTIFICATE
Re: Parking Easement Agreement dated as of . 2016 (the "Agreement") by and between
the City of Anaheim, a California municipal corporation and charter city and municipal
corporation (the "Cite"), and LAB Holdings, LLC, a California limited liability company (the
"Developer").
The undersigned hereby represents, warrants and certifies as follows, recognizing that the addressee will
rely on the information contained herein:
1. A true, correct, and complete copy of the Agreement is attached hereto. The Agreement is
unmodified and in full force and effect, and has not been modified, supplemented, superseded, or amended in any
way, either orally or in writing. All capitalized terms not otherwise defined herein shall have the meaning specified
in the Agreement.
2. The term of the Agreement commenced on , 2016 and shall continue in perpetuity unless
(a) the Agreement is terminated by mutual written agreement of the City and the Developer, (b) the Benefited
Property is no longer used for the purposes described in Recital A of the Agreement (but only as to that part of the
Benefited Property that is no longer being used, and subject to reasonable periods to repair, rebuild or restore the
Benefited Property), or (c) the Agreement is otherwise terminated as provided in the Agreement.
4. All amounts required to be paid by the Developer to the City pursuant to the Agreement have been
paid in full as of the date hereof, and the undersigned is not aware of any other outstanding payments owed by the
Developer under the Agreement, except as follows: [If none, state "None"].
5. To the best of the undersigned's actual knowledge, no Default or event that with the passage of
time or notice would constitute a Default on the part of the City or the Developer has occurred under the Agreement,
except as follows: [If none, state "None"].
6. The representative of the undersigned signing this Estoppel Certificate is duly authorized and fully
qualified to execute this instrument on behalf of the undersigned.
--Signature Next Page --
Attachment No. 1-27 to Exhibit V
DOCSOC/1706855v23/022363-0015
This Estoppel Certificate may be relied upon by the addressee, its lender and their respective successors
and assignees.
By:
Name:
Title:
Attachment No. 1-28 to Exhibit V
DOCSOC/1706855v23/022363-001 5
EXHIBIT 'W
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
RECORDING REQUESTED BY:
WHEN RECORDED RETURN TO AND
MAIL TAX STATEMENTS TO:
City of Anaheim
200 South Anaheim Boulevard_ Second Floor
Anaheimm, California 92805
Attn: City Manager
(Space above for Recorder's Use.)
This document is exempt from the payment of a
recording fee pursuant to Government Code
Section 27383.
0
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
These Covenants, Conditions and Restrictions. herein sometimes referred to as these
"CC&Rs" or "Declaration" or "Regulatory Agreement" are made by the signatories hereto.
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DOCSOC/1706855v23/022363-0015
RECITALS
WHEREAS, each of the CITY OF ANAHEIM, a California municipal corporation and
charter city ("City"), the CITY OF ANAHEIM, a municipal corporation ("City"), and LAB
HOLDING, LLC, a California limited liability company ("Developer") is a parry to this
Declaration. The City and the Developer are sometimes collectively referred to herein as the
"Declarants".
WHEREAS, The City and the Developer have entered into an unrecorded agreement entitled
"Disposition and Development Agreement" dated as of , 2016 (the "DDA'') for the
improvement and development of certain real property described in Attachment No. I hereto (the
"Property"), which DDA provides for the recordation of this Regulatory Agreement. The DDA is
incorporated herein by this reference and any capitalized term not defined herein shall have the
meaning established therefor in the DDA. The DDA is on file with the City as a public record.
Developer is owner of the Property.
WHEREAS, this Regulatory Agreement establishes a plan for the improvement,
development and maintenance of the Property for the benefit of the City.
WHEREAS, it is contemplated under the DDA that, as of the recordation of this Regulatory
Agreement, the Developer has acquired title to the Property-. The form of deed used for conveyance
of the Property by the City to the Developer, as prescribed by the DDA, is referenced to as the "City
Deed."
WHEREAS, City, and Developer wish to employ this Regulatory Agreement to further
govern the use of the Property in conjunction and along with the DDA and to ensure that the City
achieves its objectives under the DDA.
NOW, THEREFORE, the City and the Developer (as owner of real property interests
described hereinabove), in the City, declares that the Property shall be held, transferred, encumbered,
used, sold, conveyed, leased and occupied subject to the Covenants, Conditions and Restrictions
hereinafter set forth expressly and exclusively for the use and benefit of said property, and the City.
Each and all of the restrictions, limitations, conditions, covenants, liens, reservations and charges
herein contained shall run with the land and be recorded on the property title and shall be binding on
Declarants, their grantees, successors, heirs, executors, administrators, devisees or assigns, and all
subsequent owners of all or any part of the Property.
ARTICLE I
DEFINITIONS
The definitions provided herein shall be applicable to this Declaration and also to any
amendment or supplemental Declaration (unless the context implicitly or explicitly shall prohibit),
recorded against the Property pursuant to the provision of this Declaration.
Section 1. "City" means the City of Anaheim and its successors in interest.
Section 2. "Approved Project" means all improvements to the Property, including
without limitation all improvements required to be developed by Developer under the DDA. All
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DOCSOC/1706855v23/022363-001
Improvements required to be accomplished by the Developer under the DDA must be completed in
strict conformity with all specifications contained in or referred to in the DDA.
Section 3. "Barn" means a business artist residence network, including office space,
retail services and housing, as more particularly described in the DDA.
Section 4. "Bums House and Orgeron Barrel Building" means a craftsman home on the
Property with adjacent barrel-vaulted ceiling building, all as more fully described in the DDA.
Section 5. "City" means and refers to the City of Anaheim, a municipal corporation.
Section 6. "Cit", Code" means and refers to the City of Anaheim Municipal Code as
revised from time to time.
Section 7. "Common Areas" means all areas on the Property that are open or accessible
to all tenants and other occupants of the Property (such as grounds.. but excluding buildings).
Section 8. "Conforming Business Activities" means retail, office and residential uses
excepting the following: adult uses-, coin operated laundry; governmental offices except with the
C,
prior written approval of the City: arcade; casino: card clubs.
Section 9. "Desig"ated Facilities" means the Packing House, the Packard Building, the
Farmers Park. the Greenhouse. the Farmhouse. MAKE. the HomeN/1ADE Project, the Barn.. the Bums
House and Orgeron Barrel Building, and associated parking facilities and common areas.
C7 C�
Section 10. "Expiry Date" means October 1. 2065, excepting that those covenants
contained in Sections 204.3.. 204.4. 307, 309. 401.1. 401 403.. and 603 of the DDA and the
provisions of Sections 2 and 3 of Article 11 hereof shall remain in effect in perpetuity.
Section 11. "Farmers Park" means an open-air area devoted to fanning, gardening and
retail sales of food products as more particularly set forth in the DDA.
Section 12. "Farmhouse" means a shed building that opens to Farmers Park. as more
particularly described in the DDA.
Section 13. "Greenhouse" means a glass greenhouse as more particularly described in the
DDA. The Greenhouse is to be maintained on the Property following completion of the construction
of the Greenhouse.
Section 14. "Historic Features" means those features enumerated in Exhibit Q of the
DDA.
Section 15. "HomeMADE Project" means a mixed use project consisting of dwelling
C7
units intended for live work use, as more particularly described in the DDA.
Section 16. "MAKE" means a complex consisting of townhouse type apartments
developed and maintained as live work units, all as more particularly described in the DDA.
Section 17. "Packard Building" means that certain building commonly known by such
name as situated on the Property, as more particularly described in the DDA.
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DOCSOC/1706855x,23/022363-0015
Section 18. "Packing House" means that certain building located on the Property which
as of the recording of this Declaration is devoted to retail commercial use, as more particularly
described in the DDA.
Section 19. "Proiect Sites" means each of "Project Site No. F, "Project Site No. 2
"Project Site No. 3" and "Project Site No. 4" as each such provisions is defined in the DDA.
Section 20. "Property" means all of the real property and appurtenances as described
above, including all structures and other improvements thereon, and those hereafter constructed
Section 21. "Regulatory Agreement" means this Regulatory Agreement and any
amendments. modifications or supplements which may also be referred to herein as these "CC&Rs"
or this "Declaration."
Section 22. "Required Period" means the period commencing on the date this Regulatory
Agreement is recorded and ending as of the Expiry Date.
Section 23. "Surviving Covenants" means the covenants. obligations and promises of
Developer as set forth in the DDA, including without limitation the covenants, obligations and
promises set forth in Section 103, 103.2. 103.3. 103.4, 204, 204.3.204.4, 304 through 309, inclusive,
311.4. 312, 400. 401, 503, 603. 604. and 624. The Surviving Covenants shall run with the land and
be binding upon heirs, successors and assigns of Developer. The covenants contained in
Sections 103, 401 of the DDA shall remain in effect in accordance with their respective terms. The
covenants contained in Sections 204.3, 204.4. 307, 309. 401.1. 402, 403, and 603 shall remain in
effect in perpetuity. The covenants contained in Sections 304-306 and 503 shall remain in effect
with respect to the Applicable Project Site until Developer. or its Transferee, has successfully
completed the Applicable Developer Improvements.
Notwithstanding the foregoing, in no event shall any Transferee be liable for any breach of or
default by any owner or operator under the DDA with respect to any Surviving Covenants which
occurs prior to the date on which such Transferee acquires title to the Property or following the date
on which such Transferee transfers or relinquishes its title hereto.
ARTICLE II
LAND USE RESTRICTIONS; IMPROVEMENTS; OBSERVANCE OF COVENANTS;
HISTORICAL FEATURES
Section 1. Uses. The Developer shall develop the Approved Project on the Property in
conformity with the DDA. Thereafter, the Property shall be operated as this Regulaton' Agreement
and devoted only to the uses specified in the DDA and this Regulatory Agreement for the periods of
time specified herein. All uses conducted on the Property, including, without limitation. all activities
undertaken by the Developer pursuant to the DDA, shall conform to all applicable provisions of the
City Code and City approvals of the Approved Project
The Developer on behalf of itself and its successors. assigns.. and each
successor in interest to the Property or any part thereof, hereby covenants and agrees:
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DOCSOC/1706855v23/022363-0015
(i) To use. devote. and maintain the Property and each part
thereof, for the purposes and the uses specified in the Redevelopment Plan as in effect as of the
effective date of the DDA. The Property shall comply with all provisions of the City Code.
(ii) To maintain the improvements and landscaping on the
Property, including all of the Designated Facilities. in conformity to all applicable laws and to keep
the Property free from any accumulation of debris and waste materials.
(iii) That Developer or its successors, assigns or transferee shall
operate the Property with the Designated Facilities and conduct only Conforming Business Activities
on the Property until the Expiry Date. The Developer covenants and agrees for itself. its successors,
its assigns, and every successor in interest to the Property or any part thereof. that the Developer, and
such successors and such assignees, shall, during the Required Period, devote the Property only to
Conforming Business Activities.
The Developer shall carry out all of its undertakings pursuant to this
Regulatory Agreement in conformity with the Redevelopment Plan and all applicable laws. The
Developer covenants that Developer or its successors or assigns shall operate on the Property only
Conforming Business Activities for a period of not less than the Required Period; this covenant is
made for the benefit of the City. There shall be no third party beneficiaries of this Agreement.
The Property shall be used, maintained and operated in accordance with the
DDA, the City Deed, and this Regulatory Agreement for the Required Period.
The Developer shall observe and implement the Surviving Covenants on the
Property for the Required Period.
Section 2. Nondiscrimination. The Developer shall refrain from restricting the rental,
sale or lease of the Property, or any portion thereof, on the basis of race, color, creed, religion, sex,
marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall
contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
(1) In deeds: "The grantee herein covenants by and for himself or herself, his or
her heirs, executors, administrators, and assigns.. and all persons claiming under or through them, that
there shall be no discrimination against or segregation of, any person or group of persons on account
of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
are defined in Sections 12926. 12926.1, subdivision (in) and paragraph (1) of subdivision (p) of
Section 12955, and Section 12955.2 of the Government Code, in the sale, lease. sublease, transfer,
use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any
person claiming under or through him or her, establish or permit any practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees. subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing
covenants shall run with the land."
(2) In leases: "The lessee herein covenants by and for himself or herself. his or
her heirs. executors, administrators, and assigns, and all persons claiming under or through him or
her, and this lease is made and accepted upon and subject to the following conditions::
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DOCSOC/1 706855N 23/022363-0015
"That there shall be no discrimination against or segregation of any person or group
of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in
the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein
leased nor shall the lessee himself or herself. or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or
vendees in the premises herein leased."
(3) In contracts: "There shall be no discrimination against or segregation of. any
person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of
the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in
the sale, lease. sublease, transfer, use, occupancy. tenure, or enjoyment of the premises which are the
subject of this Agreement, nor shall the grantee or any person claiming segregation with reference to
the selection. location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or
vendees in the premises herein conveyed. The foregoing covenants shall run with the land."
The covenants established in this Declaration and the deeds of conveyance for the
Property shall, without regard to technical classification and designation, be binding for the benefit
and in favor of the City, its successors and assigns, the City and any successor in interest to the
Property, together with any property acquired by the Developer pursuant to this Agreement, or any
part thereof. The covenants against discrimination as set forth in this Section 2 of Article II shall
remain in effect in perpetuity.
Section 3. Historic Features. As part of its duties under this Article II, the Developer
shall maintain historic features to at the higher of the standards imposed under this Section 3 or as
otherwise described for property maintenance in this Declaration. The standards imposed under this
Section 3 as to Historic Features are as follows: (a) Packing House —Maintain and preserve the
historical integrity and its Character Defining Features at the level of the highest of: (i) United States
Secretary of the Interior's Standards for the Treatment of Historic Properties with Guidelines for
Preserving, Rehabilitating, and Restoring Historic Buildings, (ii) standards for maintenance of
historically significant buildings as established by the Office of Historic Preservation of the
California Department of Parks and Recreations; (ii) State Historic Building Code; or (iv) the City of
Anaheim "Citywide Historic Preservation Plan" dated May 18, 2010; (b) Packard Building —
Maintain and preserve the historical integrity and its Character Defining Features at the level of the
highest of: (i) United States Secretary of the Interior's Standards for the Treatment of Historic
Properties with Guidelines for Preserving, Rehabilitating, and Restoring Historic Buildings; (ii)
standards for maintenance of historically significant buildings as established by the Office of Historic
Preservation of the California Department of Parks and Recreations; (iii) State Historic Building
Code; and (iv) the City of Anaheim "Citywide Historic Preservation Plan" dated May 18, 2010; (c)
Burns House — Restore, maintain and preserve the historical integrity and its Character Defining
Features at the level of highest of: (i) United States Secretary of the Interior's Standards for the
Treatment of Historic Properties with Guidelines for Preserving, Rehabilitating, and Restoring
Historic Buildings; (ii) standards for maintenance of historically significant buildings as established
by the Office of Historic Preservation of the California Department of Parks and Recreations: (iii)
State Historic Building Code; and (iv) the City of Anaheim "Citywide Historic Preservation Plan"
dated May 18. 2010; (d) 500 S. Anaheim Boulevard - Restore. maintain and preserve the historical
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DOCS 00 1706855x23/022363-0015
integrity at the level of the City of Anaheim "Citywide Historic Preservation Plan" dated May 18,
2010. and (e) Ensure Packing House remains on the National Register of Historic Places.
Section 4. Compliance with Laws. The Developer shall comply with all applicable laws
in connection with the development and use of the Property, including without limitation the
California Community Redevelopment Lary (Health and Safety Code section 33000. et seq.). The
Developer is a sophisticated party, with substantial experience in the acquisition, development,
financing, obtaining financing for, marketing, and operation of a retail, residential and office project,
with predominant retail use, and with the negotiation, review. and preparation of agreements and
other documents in connection with such activities. The Developer is familiar with and has reviewed
all laws and regulations pertaining to the acquisition, development and operation of the Approved
Project and has obtained advice from any advisers of its own choosing in connection with this
Agreement.
ARTICLE III
DUTIES OF DEVELOPER: SPECIFIC MAINTENANCE RESPONSIBILITIES
Section 1. Exterior Building Maintenance. All exterior, painted surfaces shall be
maintained at all times in a clean and presentable manner. free from chipping, cracking and defacing
marks. Any such defacing marks shall be cleaned or removed within a reasonable period of time as
set forth herein.
Section 2. Front and Side Exteriors. The Developer shall at all times maintain the front
exterior and yard in a clean, safe and presentable manner, free from defacing marks or any disrepair
and any visible side exteriors. The Developer shall hire maintenance personnel to maintain and/or
repair any front exterior or yard or visible side yard and exterior of any lot or building.
Section 3. Graffiti Removal. All graffiti, and defacement of any type.. including marks,
words and pictures must be removed and any necessary painting or repair completed by the later to
occur of (1) seventy two (72) hours of their creation or (ii) seventy two (72) hours after notice to
Developer.
Section 4. Driveways. All driveways must be paved and maintained with impervious
material in accordance with the City Code. In addition, all water must be made to drain freely to the
public part of the waterway without any pooling.
Section 5. Exterior Illumination. The Developer shall at all times maintain adequate
lighting in all entrance ways and parking areas. Adequate lighting shall mean outdoor, night lighting
designed and installed, which provides no less than one (1.0) foot candles in the parking areas and no
less than one and one-half (1-1/2) foot candles in the walking areas or common areas and no less than
0.2 foot candles at the point of least illumination.
Section 6. Trash Bins. All trash shall be collected and placed at all times in an
enclosable bin to be placed in a designated refiise/trash bin area. The designated area shall be located
so that the bin will.. to the extent possible, be readily accessible from the street.
Section 7. Prohibited Signs. No sign of any kind shall be displayed to the public view
on or from any portion of the Property without the approval of the City_ and appropriate City
departments if any as required by the City Code.
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DOCSOC/1706855v23/022363-001
ARTICLE IV
OBLIGATION TO MAINTAIN, REPAIR AND REBUILD
Section 1. Maintenance by DeveloUer. The Developer shall, at its sole cost and expense,
maintain and repair the Property and the improvements thereon keeping the same in a decent. safe
and sanitary manner, and in good condition and making all repairs as they may be required by these
CC&Rs and by all applicable City Code and Uniform Code provisions. The Developer shall also
maintain the landscaping required to be planted in a healthy condition. If, at any time, Developer
fails to maintain the Approved Project or any portion thereof, and said condition is not corrected after
the expiration of forty-five (45) days from the date of written notice from the City, the City may
perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for
such maintenance. Payment shall be due within fifteen (15) days of receipt of an invoice from the
Citv.
Section 2. Damage and Destruction Affecting Propem, Developer's Dun, to Rebuild. If
all or any portion of the Property and the improvements thereon is damaged or destroyed by fire or
other casualt}7_ it shall be the duty of the Developer to rebuild. repair or reconstruct said portion of
the Property and/or the improvements in a timely manner which will restore it to Code compliance
condition.
In furtherance of the requirements of this Section 2. Developer shall keep the construction on
the Property insured by carriers at all times satisfactory to City against loss by fire and such other
hazards. casualties, liabilities and contingencies as included within an all risk extended coverage
hazard insurance policy, in an amount of the full replacement cost of the constructions. In the event
of loss. Developer shall give prompt notice to the insurance carrier and to the Civy.
If the Property_ is abandoned by the Developer.. or if Developer fails to respond to City within
thirty (30) days from the date notice is mailed by City to Developer that the insurance carrier offers
to settle a claim for insurance benefits, City is authorized to collect and apply the insurance proceeds
at Cit\''s option either to restoration or repair of the Property.
Section 3. Variance in Exterior Appearance and Design. In the event the Approved
Project sustains substantial physical damage due to a casualt--' event, the Developer may apply to the
City for approval to reconstruct, rebuild or repair in a manner which will provide different exterior
appearance and lot design from that which existed prior to the date of the casualty.
Section 4. Time Limitation. Upon damage to the Property or the Approved Project or
other improvements. the Developer shall be obligated to proceed with all due diligence hereunder
and commence reconstruction within four (4) months after the damage occurs and complete
reconstruction within twelve (12) months after damage occurs or complete demolition and vacate
within three (3) months, unless prevented by causes beyond Developer's reasonable control, in which
event reconstruction shall be commenced at the earliest feasible time.
ARTICLE V
ENFORCEMENT
Section 1. Remedies. Breach of the covenants contained in the Declaration mav_ be
enjoined. abated or remedied by appropriate legal proceeding by the City.
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DOCSOC/1706855v23/022363-0015
This Declaration does not in anv wav infringe on the right or duties of the City to enforce any
of the provisions of the City Code including, but not limited to, the abatement of dangerous
buildings.
Section 2. Nuisance. The result of every act or omission whereby any of the covenants
contained in this Declaration are violated in whole or in part is hereby declared to be and constitutes
a nuisance, and every remedy allowable at law or equity, against a nuisance, either public or private,
shall be applicable against every such result and may be exercised by any owner or its successors in
interest., without derogation of the City's rights under law.
Section 3. Right of Entry. In addition to the above general rights of enforcement. the
City shall have the right through its agents and employees, to enter upon any part of the Property for
the purpose of enforcing the California Vehicle Code, and the ordinances and other regulations of the
City. and for maintenance and/or repair of any or all publicly owned utilities. In addition. the Citv
has the right of entry at reasonable hours and upon and after reasonable attempts to contact
Developer, on any lot to effect emergency repairs or maintenance which the Developer has failed to
perform. Subsequent to sixty (60) days written notice to the Developer specifically outlining the
Developer's noncompliance, the City shall have the right of entry on the Property at reasonable hours
to enforce compliance with this Declaration which the Developer has failed to perform.
Section 4. Costs of Repair. The costs borne by the City of any such repairs or
maintenance emergency and/or non -emergency. shall become a charge for which Developer shall be
responsible.
Section 5. Cumulative Remedies. The remedies herein provided for breach of the
covenants contained in this Declaration shall be deemed cumulative, and none of such remedies shall
be deemed exclusive.
Section 6. Failure to Enforce. The failure to enforce any of the covenants contained in
this Declaration shall not constitute a waiver of the right to enforce the same thereafter.
Section 7. Enforcement and Nonliability. The City may from time to time make such
efforts; if anv, as it shall deem appropriate enforce and/or assist in enforcing this Declaration.
However, neither the City nor the City will be subject to any Liability for failure to affirmatively
enforce any provision of this Declaration.
W-9
DOCSOC/1706855v23/022363-001
ARTICLE VI
GENERAL PROVISIONS
Section 1. Covenant Against Partition: Covenant to Hold as Project Sites in Their
Entirety. By acceptance of its interest in the Property. the Developer shall be deemed to covenant for
itself and for its heirs, representatives, successors and assigns, that it will not institute legal
proceedings or otherwise seek to effect partition of its right and interest in the interest being
conveyed to the Developer, or the burdens running with the land as a result of this Regulatory
Agreement. Developer shall maintain the Property as a separate unit; provided that Developer may
divide the Property into the Project Sites (to be maintained in their entirety); thereafter, there shall be
no further division of the Property except for sales of residential condominium units constructed as
part of the Applicable Developer Improvements.
Section 2. Severability. Invalidation of any one of these covenants or restrictions by
judgment or court order shall in no way affect any other provisions which shall remain in all force
and effect.
Section 3. Term. This Declaration shall run with and bind the interest of the Developer
in the Property, and shall inure to the owner(s) of any property subject to this Declaration, such
owner's legal representatives, heirs, successors and assigns, and as provided in Article VI, Sections 3
and 4. This Declaration shall be enforceable each of the City and by the City, for a term equal to the
Required Period.. provided; however, that the covenants regarding nondiscrimination set forth in
Section 2 of Article II of this Declaration shall remain in effect (and shall be enforceable by the City)
for perpetuity.
Section 4. Limitation on Liability of Developer. If Developer sells or conveys its
interests in the Property after completion of the Improvements and issuance of a Certificate of
Completion, all terms and conditions of these CC&Rs shall remain in full force and effect, provided
that upon conveyance of all of Developer's interests in the Property, Developer shall have no further
liability under these CC&Rs for any violations thereof arising or occurring after such transfer of
Developer's interests, but its transferees, buyers or conveyees shall be liable under these CC&Rs to
the City'.
Section 5. Construction. The provisions of this Declaration shall be construed to require
the development of facilities for and operation of retail and/or office facilities in consideration of the
DDA.
Section 6. Amendments. This Declaration may be amended only by the written
agreement of the Developer and the City.
Section 7. Encroachments. None of the rights and obligations of the Developer created
herein shall be altered in any way, by encroachments due to settlement or shifting of structures or any
other cause. There shall be valid easements for the maintenance of said encroachments so long as
they shall exist; provided, however, that in no event shall a valid easement for encroachment be
created in favor of Developer if said encroachment occurs due to the willful conduct of said
Developer.
Section 8. Notices. Any notice permitted or required to be delivered as provided herein
to Developer shall be in writing and may be delivered either personally or by certified mail. Notice
W-10
DOCSOC/1706855v23/022363-0015
to the City shall be made by certified mail to the City Manager or his designee at 200 South Anaheim
Boulevard, Second Floor, Anaheim, California 92805 (with a copy to Stradling Yocca Carlson &
Rauth, Attention: Thomas P. Clark. Jr., Esq., 660 Newport Center Drive, Suite 1600, Newport
Beach, California 92660), and shall be effective upon receipt. Notice to Developer shall be made by
certified mail to Lab Holding, LLC, a California limited liability company. Attention: Shaheen
Sadeghi, 709 Randolph Avenue, Costa Mesa. Caiifornia 92626, and shall be effective upon receipt.
Such address may be changed from time to time by notice in writing.
(signatures appear on following page)
W-11
DOCSOC/1706855a23/022363-0015
ATTEST:
City Clerk
CITY OF ANAHEIM,
a California municipal corporation and charter city
Bv:
City Manager
LAB HOLDING, LLC, a California limited liability
company
By:_
Name:
Title:
W-1''
DOCSOC/1706855y23/022363-0015
ATTACHMENT NO. 1
LEGAL DESCRIPTION
PROJECT #1: PACKING DISTRICT
PACKING HOUSE
The real property referred to herein is situated in the County of Orange, City of Anaheim, State of
California, and is described as follows:
PARCEL 3 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3, 2014 AS INSTRUMENT NO.
201400215209 IN BOOK 379, PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF SAID
COUNTY.
FARMERS PARK AND PACKARD BUILDING
The real property referred to herein is situated in the County of Orange, City of Anaheim, State of
California, and is described as follows:
PARCELS 1 AND 2 OF PARCEL MAP NO. 2011-116 RECORDED JUNE 3, 2014 AS INSTRUMENT
NO. 201400215209 IN BOOK 379, PAGES 15-20 OF PARCEL MAPS IN OFFICIAL RECORDS OF
SAID COUNTY.
MAKE BUILDING (500 S. ANAHEIM BOULEVARD)
The real property referred to herein is situated in the County of Orange. City of Anaheim, State of
California, and is described as follows:
PARCEL 3 OF PARCEL MAP NO. 89-311. IN THE CITY OF ANAHEIM, COUNTY OF ORANGE,
STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 260, PAGES I TO 4 INCLUSIVE OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF ANAHEIM IN
GRANT DEED RECORDED MAY 02, 2006 AS INSTRUMENT NO. 2006000294061, INT THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO EXCEPTING THEREFROM ALL OIL, MINERAL, GAS OR OTHER HYDROCARBON
SUBSTANCES BELOW THE DEPTH OF 500 FEET, UNDER THE SURFACE OF SAID LAND. BUT
WITHOUT THE RIGHT OF SURFACE ENTRY OR ANY OTHER USE OF THE LAND ABOVE
SUCH 500 FOOT DEPTH. AS RESERVED IN DEED RECORDED MAY 05, 1989, AS
INSTRUMENT NO. 89-238472 OF OFFICIAL RECORDS
PROJECT #2: HomeMADE
LOTS 17 THROUGH 23 INCLUSIVE IN BLOCK M OF THE CENTER TRACT, AS PER MAP
RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF LOS ANGELES
COUNTY, CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM ALL OIL, MINERAL. GAS OR OTHER HYDROCARBON SUBSTANCES
BELOW A DEPTH OF 500 FEET UNDER THE SURFACE OF SAID LAND, BUT WITHOUT THE
RIGHT OF SURFACE ENTRY OR ANY OTHER USE OF THE LAND ABOVE SUCH 500 FOOT
DEPTH, AS RESERVED IN DEED RECORDED MAY 05, 1989 AS INSTRUMENT NO. 89-238472,
OFFICIAL RECORDS. APN: 037-024-11, and
Attachment No. 1 to Exhibit W
DOCSOC/1706855v23/022363-0015
THE NORTH 100 FEET OF LOTS 17 THROUGH 23. INCLUSIVE. IN BLOCK L OF THE CENTER
TRACT AS PER MAP RECORDED IN BOOK 14. PAGE 13 OF MISCELLANEOUS RECORDS OF
LOS ANGELES COUNTY, CALIFORNIA; IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY. EXCEPTING THEREFROM MINERAL AND OTHER RIGHTS AS RESERVED BY
SOUTHERN PACIFIC COMPANY IN DEED RECORDED DECEMBER 20, 1958, IN BOOK 4528,
PAGE 251 OF OFFICIAL RECORDS. APN: 03 7-111-29. and
THE SOUTH 35 FEET OF LOTS 17 THROUGH 23. INCLUSIVE, IN BLOCK L OF THE CENTER
TRACT AS PER MAP RECORDED IN BOOK 14, PAGE 13 OF MISCELLANEOUS RECORDS OF
LOS ANGELES COUNTY. CALIFORNIA. IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY. APN: 037-111-30
Attachment No. 1 to Exhibit W
DOCSOC/ 170685 5 % 23/022363-0015
PROJECT #3: BARN
AIRSPACE PARCELS
PARCEL A
THATPORTION OF AIRSPACE PARCEL 1. I *: THE; CITY 01"ANAHEIM, COUNTY OF
ORANCTE. ST XFE; OF CALIFORNIA AS PER PARCEL NIAP NO. 86-142. FILED IN BOOK
23-2, PAGES 15 THROI IGTI 19, I: CI.I `SIVT OF PARCEL AAPS. RECORDS OF SATT)
CO€.CNTI'. DESCRIBED AS FOLLOWS:
BE INNINf, ATTHF, ±OI'TTIF'.RT, T R.lIT\T'S OF TIIA7' CI?T:TATI COTIRSI? SIIOIt'1:
AS =NORTH 14"34'40" WEST M9 ,,.`` FEE'i ON THE EASTERLY LINE OF SAID PARCEL
1. THENCE ALONG SAID EASTERLY LINT. NORTH 1 a"34-40" lt'ES'1' 40.00 FEET TO
THE I`+ TERSI CTION WITH THE EASTERLY PROLONGATION OF THAT CERTAIN
COURSE SIIOWN AS "N,75`'25'20'1 30.00' " ON T'HE NORTHERLY LINE OF I''ARCEL 11
OF SAID PARCEL MAP AND BEING THE TRUE POINT OF BEG NNING:
THENCE SOUTHERLY ALONG SAID E ATERLY PROLONGATION AND SAID
COURSE SOUTH 75 '25'20" WEST 45.99 FEET TO :1N ANGLE POINT IN SAID
NORTHERLY LINE OF PARCEL 11:
THENCE C'ONTINI'ING ALONG SAIDNORTHERLY LINE OF PARCEL 11 THE
FOLLOWING EIGHT (5) COURSES -
1) NORTH 14-34"40" \PEST 63.00 FEET;
2) SOt`TH 75"25'21€ ' WEST 39.00 FEET:
3) SOUTH 1434'40" EAST5.00 FEET:
4) SOT'TH 75'25'20" WEST 33.00 FEET,
5) NORTH 14-34'40" 1VEST 5.00 FEET:
6) SOt'TH 75"2520- WEST 111.00 FEET:
7') SOTl-TH 14`34'40" EAST 5.00 FEET:
S) SOUTH 75`25"20" WEST 10.75 FEET:
THENCE LL AVI_NU SAID NORTHERLY LINE OF P;1RCE:L 11. NOR'ITI 14°:34'40NVE;ST
42.35 TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE
NORT'HWEST'ERLY HAVING A RADIUS OF 275.60 FFFT_ SAID C€ T:t'I, l3I:ING
CONCENTRIC tl'ITH 1ND 1.50 DEET SOL -THE STERLY OF THE GENERAL
Pa ,e 1 of3t
ti'r{;�g�y»� O.S"3°,i�,L�. ak,S-3013 AII;YIiRC�TS.ilncx
Attachment No. I to Exhibit W
DOCSOC/I 706855x23/022363-0015
'`ORTI-iF,RL.l" LT\F OP S.1II) P.iRC°El: . '. R 1I)I.1I. I:I\I' TO 5:11D F3EGI\\I�ItT I3Fk1RS
SOUTH 33°00`23,. EAST:
THENCE ALONG SAID CONCENTRIC CI'R-\'E NORTHEASTERLY 19.4 FEET
THROUGH A CENTRAL .=11tiGLE OF 4-02'3S-'TO A LINE 117HICH IS PARALLEL. WITH
:1\D 1.50 FEEET SOU"Il- FASTEI?IY FROM SAID £ii NI:R 11,'tiOlt`I'I-ERI,Y LINE OF
PARCEL, L
THF.\CF ALONG SAID PARLTY1, LINE. NORTIi 52`56'-50" EAST 88,94 FEETTO THE
BEGINNING OF A NON-T:=1'NGENT Cl'RVE CONCAVE NORTHEASTERLY HAVING A.
RADIUS OF 94100 FEET. SAID CURVE BEING CONCENTRIC 11'ITII AND 4.00 FEET
SOUTHERLY FROM SAID GE\EI2.41L AOR.THERL`;' LI\E OF PARCEL. 1 HAVING A
RADII'S OF 90.00 FEET. A RADIAL ALINF. TO SAID BEGr\TNING BEARS SOI-I'll
33-22'15-'WEST:
TIIENCE EASTERLY ALONG SAID CONCENTRIC CL?R1'E 10.09 FEET THROUGI1 A
CENTRAL _1NGLF 01' W08'53"TOA I INF WHICII IS R (DIAL TO SAID CtTRVI::
THENCE ALONG SAID RADI.3L LINE; NORT'I I 27'1_x'2 EAST` 2.50 FLETTO T'HE
lll;(;INNIN('T OF A NO.N-I.,1N(rI�"\`'I'CI_?RVI,: C ONCA\'I�; ROR'IHEIZIN HAVING A
RADIUS OF 91.50 FEET. SAID CURVE BEING C'ONTCE-. TRIC 1 rrIl AND 1.50 FEET
SOU'llIERLY FRONI SAID GENL:RAL NORTILERLY LINE OF PARCEL 1 HAVING A
R UNt'S OF 90.00 NEI',1. A IZADI lI_ LINE-_. TO SAID E3EGINNINCT BEARS S
27 13'22' WEST.
THENCE EAST1AI N ANll N€)IZ F EIE; 1S'I E:IZI.I .1I,€}NG S:1I1) CONCFrN i-mc CtI2 V1;
150.50 FEET TIIROL`GIi A CENTRAL, ANGLE OF 94"14'31' TO SAID EASTERLY LIN£;
OF PARCHI. L
1,111 NCE I'llA1'INCT S_1ID Gl�NERAL NOR"PIIFsItl .1` I,TNE. _LONG SAID 1 .--1STFRI.)'
LINT. OF PARCEL, I_ SOUTH 14°'34'40" E: AS`1" 150.55 POINT OF
BEGINNING.
ELEVATION LI:'1IITS:
THE: VERTICA1: LIMITS OF SMI) PARCH, HAVE, NO 1'PI'IEI2 OR LOWER E:LF,VATIO'ti
LIIFITS.
EWEPTING TH ERBEFROM ALL OF AIRSPACE: PARCELS 9 AND 10 PER SAID
PARCEL MAP NO. 86-142.
('ONTANING 0.358ACRES. MORI:OIZ I,F,SS.
Page 2 of'3
�E::rofappin S�':i�`Le�zI�C,3iti;aIhl�3tCELS.dc�c�
Attachment No. 1 to Exhibit )A'
DOCSOC/1706855v23/022363-0015
PARCEL B
BEING ALL OF AIRSPACE PARCEL 9, IN THE CITY OF ANAHEIM, COUNTY OF
ORANGE, STATE OF CALIFORNIA AS PER PARCEL MAP NO. 86-142, FILED IN BOOK
232, PAGES 15 THROUGH 19, INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID
COUNTY,
CONTANING 0.091 ACRES MORE OR LESS.
PARCEL C
BEING ALL OF AIRSPACE PARCEL 10, Iii' THE CITY OF ANAHEIM, COUNTY OF
ORANGE, STATE OF CALIFORNIA AS PER PARCEL MAP NO. 86-142, FILED IN BOOK
232, PAGES 15 THROUGH 19, INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID
COUNTY.
CONTANING 0.053 ACRES MORE OR LESS.
PARCEL D
BEING ALL OF PARCEL 2, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE
OF CALIFORNIA AS PER PARCEL MAP NO. 94-110, FILED IN BOOK 296, PAGES 26
THROUGH 28, INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID COUNTY.
CONTANING 0.545 ACRES MORE OR LESS.
ALL AS SHOWN ON THE SKETCH TO ACCOMPANY LEGAL DESCRIPTION
ATTAHCED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.
DATED THIS 1�l DAY OF uciohc' 2015.
KURT R. TROXELL, L. S. 7854
FUSCOE ENGINEERING.
873-013-0;
Page 3 of 3
M:\Mappmg\873\13\Legals\873013 AIR PARCELS.dou:
Attachment No. 1 to Exhibit W
DOCSOC/I 706855N,23/022363-0015
AP2"
K(JR- F;.
T�oxE��
,G
CLEME10NE STREET
(NEW)
60, (OLI5
0' 2C 40' 60'
GRAPHIC SCALE, 1" = 60'
RAT-'111CL-1 ]\JIA7- NO, 04-tJO
— 36.5' � D]
UNE TABLE
29'
FA 2
PARCELS A, D, AND C ARE AIR RIGHTS
NO. 1 BEARING li LENGTH
GTH
S7525'20*W
W Lu
cl)
0 <
-PP
PARCEL D
.33.00'
U I N5256'WT 1
PCL A
< a0-545
I LL -0
AC,
03W AC.
L2 ! N271 22"E 2.5V (RAD
SEE SHEET 2 & 3 FOR VERTICAL
CROSS-SECTION DETAILS
42.38
Noir-
AIRSPACE BENEATH ELEVATION 150.50' FOR PARCELS B AND C AND ABOVE ELEV.
150.50' FOR THOSE PORTIONS OF SAID PARCELS DESIGNATED AS AIRSPACE AREA
IS A PART OF PARCEL A.
DATE; 6151'r-25,2075
A
FUSCOE SKETCH TO ACCOMPANY LEQAL DESCRIP77ON SCALE, 1'-60' .12
Ills.
1 9 4 1 A I I a I IN G AIRSPACE PARCELS JN-- 87=301
167'"V- M—, soft 10P, WA-, CIW*-f. 92606 SHEET 1OF3
!ed 949.47A.196* - f- 9149A74.5315 - —A-- MR THE BARN
AIR PARCFLS-OWC (12-15-15)
Attachment No. I to Exhibit W
DOCSOC/1706855v23/022363-0015
4
51434'40*E 5-00'
PARCELS A, D, AND C ARE AIR RIGHTS
S7525'20*W
CURVE TABLE
.33.00'
_S�1'007 (RAW
PCL A
RADIUS LENGTH
03W AC.
ARE LISTED BELOW.
P.Q.B.
94.00'
tFj
NW3440'W 190.85'
ESIGNATION
AREA 0 VERTICAL LIMITS
L
AP�'
LOWER ELEV. LIMIT = 15C.50
PCL C
4010,ty
BENCHMARK,
OM AC,
4
P.O.S.
F,
2312 15 -1
LOWER ELEV. LIMIT = 150.50'
�4
S7525'20'V
9'20'W
ELEVA-flONS,ARE IN TERMS OF
S1434'40'E 5,00'
48 99'
THE CITY 0. ANAHEIM BENCHMARV
NO, SA -26-83, ELEV=148.08 FT
N1 A P �,Jl
n
0:00,
(1983 ADJ) PER PM 86-142
-9 Fd - 14 —2
N1434'40*W
P-M.B. 232/15-19,
63.0V
AM pff! tiS DAMGEC klr%Tr.
39.00'
SEE SHEET 2 & 3 FOR VERTICAL
CROSS-SECTION DETAILS
42.38
Noir-
AIRSPACE BENEATH ELEVATION 150.50' FOR PARCELS B AND C AND ABOVE ELEV.
150.50' FOR THOSE PORTIONS OF SAID PARCELS DESIGNATED AS AIRSPACE AREA
IS A PART OF PARCEL A.
DATE; 6151'r-25,2075
A
FUSCOE SKETCH TO ACCOMPANY LEQAL DESCRIP77ON SCALE, 1'-60' .12
Ills.
1 9 4 1 A I I a I IN G AIRSPACE PARCELS JN-- 87=301
167'"V- M—, soft 10P, WA-, CIW*-f. 92606 SHEET 1OF3
!ed 949.47A.196* - f- 9149A74.5315 - —A-- MR THE BARN
AIR PARCFLS-OWC (12-15-15)
Attachment No. I to Exhibit W
DOCSOC/1706855v23/022363-0015
4
51434'40*E 5-00'
PARCELS A, D, AND C ARE AIR RIGHTS
S7525'20*W
PARCELS AND HAVE VERTICAL AND
.33.00'
HORIZONTAL LIMITS, VERTICAL LIMITS ARE
PCL A
PER PW, 86-142 P.M.B. 232/15-19 AND
03W AC.
ARE LISTED BELOW.
N143440'W 5.00'
ESIGNATION
AREA 0 VERTICAL LIMITS
L
AP�'
LOWER ELEV. LIMIT = 15C.50
A
UPPER ELEV. LIMIT = 1&0�50'
�50`
--AA
F,
2312 15 -1
LOWER ELEV. LIMIT = 150.50'
�4
UPPER ELEV. LIMIT 163,75'
S1434'40'E 5,00'
NO ELEV. LIMITS
'3
SEE SHEET 2 & 3 FOR VERTICAL
CROSS-SECTION DETAILS
42.38
Noir-
AIRSPACE BENEATH ELEVATION 150.50' FOR PARCELS B AND C AND ABOVE ELEV.
150.50' FOR THOSE PORTIONS OF SAID PARCELS DESIGNATED AS AIRSPACE AREA
IS A PART OF PARCEL A.
DATE; 6151'r-25,2075
A
FUSCOE SKETCH TO ACCOMPANY LEQAL DESCRIP77ON SCALE, 1'-60' .12
Ills.
1 9 4 1 A I I a I IN G AIRSPACE PARCELS JN-- 87=301
167'"V- M—, soft 10P, WA-, CIW*-f. 92606 SHEET 1OF3
!ed 949.47A.196* - f- 9149A74.5315 - —A-- MR THE BARN
AIR PARCFLS-OWC (12-15-15)
Attachment No. I to Exhibit W
DOCSOC/1706855v23/022363-0015
2C 401 60 80 100
HORIZONTAL DISTANCE (FT,
SECTION A'—A'
ELEV = 1i3a,5C'
190
190
_j Ll,
ELEV = 180.50'-
{PARurL 11)
180
(PARCE'L 11)
a
10.25`
170
ELEV
ELEV 163,75'
170
160
ELEV = 163.7E'
120.'C"
VARIES PARCF- C
150
160
z
J
PAPA�B_ A ELEV 150.50'
140-
MIEL"
z
>
, P"R
(PORL F'AiRCEEL 1)
til
VAVARIESPA
0
150
HORIZONTAL -DISTANCE (FT)
z
SECTION B'—S'
9
'—ELEV = 150.50'
< 14.
FAROEL A
W I3[l
pop
(Fop�,
PARCEEL -1)
2C 401 60 80 100
HORIZONTAL DISTANCE (FT,
SECTION A'—A'
DAM, SEPT 25,2015
FE
SKETCH TO ACCOMPANY LEGAL DESCMPn0N SCALE; I' -W'
USCO
Co.. "- 87=1=
I K 9: AIRSPACE PARCELS
16791.1 Y_ Y.—, Sft leu, lnm_� C."k—6.926" SHEET 20F2
W 949.47-4,1960 - 6- 949-A74-5,115 - -.6- FOR THE EARN
AIR FlARCFL5.D%lC- (10—D1-15)
Attachment No. I to Exhibit W
DOCSOC/1706855v23/022363-0015
ELEV = 1i3a,5C'
190
_j Ll,
180
{PARurL 11)
170
ELEV
ELEV 163,75'
160
20.5c"
120.'C"
VARIES PARCF- C
150
2125'1
z
J
PAPA�B_ A ELEV 150.50'
140-
z
>
, P"R
(PORL F'AiRCEEL 1)
til
0
20 40 60 so 100
HORIZONTAL -DISTANCE (FT)
SECTION B'—S'
DAM, SEPT 25,2015
FE
SKETCH TO ACCOMPANY LEGAL DESCMPn0N SCALE; I' -W'
USCO
Co.. "- 87=1=
I K 9: AIRSPACE PARCELS
16791.1 Y_ Y.—, Sft leu, lnm_� C."k—6.926" SHEET 20F2
W 949.47-4,1960 - 6- 949-A74-5,115 - -.6- FOR THE EARN
AIR FlARCFL5.D%lC- (10—D1-15)
Attachment No. I to Exhibit W
DOCSOC/1706855v23/022363-0015
L-
0
L
!90
ELEV = 180.50\
;
r _
3.25
� v
180
14785 Mm icanaws, Suitr IOP, Irviw, Coiikmb 42606
LO
C
w L
17CI
SHEET 3 OF 8
W 949.4Tt-1960 a (. 9x9.474.5775 0 ,rvrw.6uaeemn
FOR THE BARN
6I
150
i
o
140
PAP03— A
i
a
130
+ iP rJFi
C
PARCEL 11
ELEV = 163.75'
20.50'
PAROIEt.
ELEV = 150.50'
20 40 60 8C 100
HOWOMTA" DISTANCE (FT)
SECTION C'—C
pq1�
FUSCOE15
SKETCf ! TO AGCOINPANY LELiAL DESGi1PTiGiN
�o
SCALDATEE-
SCl1i E I' -W'
f e s I N[ C 11 1 0 G
AIRSPACE PARCELS
JN-- $731x1301
14785 Mm icanaws, Suitr IOP, Irviw, Coiikmb 42606
SHEET 3 OF 8
W 949.4Tt-1960 a (. 9x9.474.5775 0 ,rvrw.6uaeemn
FOR THE BARN
h9:\,MAPPING\873\13\L£GALS\873013 AR PARC£LS.DWO (10—OS-15)
Attachment No. 1 to Exhibit W
DOCSOC/1706855a23/022363-0015
PROJECT #4: BURNS & ORGERON PROPERTY
BURNS
LOT 33 OF TRACT NO. 212 IN THE CITY OF ANAHEIM. COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 13 PAGE(S) 1 OF MISCELLANEOUS MAPS
IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA.
APN: 251-071-24, and
ORGERON
BEGINNING AT THE SOUTHEAST CORNER OF VINEYARD LOT G-4. AS PER MAP THEREOF
RECORDED IN BOOK 4, PAGE 630 OF DEEDS. RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA AND RUNNING THENCE WESTERLY ALONG THE SOUTH LINE OF SAID
VINEYARD LOT 209 FEET: THENCE AT RIGHT ANGLES NORTHERLY PARALLEL WITH THE
WESTERLY LINE OF SAID VINEYARD LOT, 126.69 FEET: THENCE AT RIGHT ANGLES
EASTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID VINEYARD LOT, 209 FEET
MORE OR LESS. TO THE EASTERLY LINE OF SAID VINEYARD LOT, THENCE AT RIGHT
ANGLES SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT, 126.69 FEET MORE OR
LESS. TO THE SOUTHEAST CORNER OF SAID VINEYARD LOT AND THE POINT OF
BEGINNING.
EXCEPT THEREFROM THE EASTERLY 9 FEET.
ALSO EXCEPT THE SOUTHERLY 21.75 FEET THEREOF CONVEYED TO THE CITY OF
ANAHEIM, FOR WIDENING WEST WATER STREET BY DEED RECORDED APRIL 16, 1947, AS
INSTRUMENT NO. 16282 IN BOOK 1521. PAGE 70 OF OFFICIAL RECORDS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID ORANGE COUNTY.
APN: 251-071-23
Attachment No. 1 to Exhibit W
DOCSOC/] 706855v23/022363-0015
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that
document.
STATE OF CALIFORNIA
COUNTY OF
On
personally appeared _
, before me,
ss.
(Print Name of Notary Public)
, Notary Public,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seat.
Signature o otary Public
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ Individual
❑ Corporate Officer
Title(s)
Partner(s) ❑ Limited
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
DOCSOC/1706855v'_3/022363-0015
❑ General
DESCRIPTION OF ATTACHED DOCUMENT
Title Or Type Of Document
Number Of Paaes
Date Of Documents
s) Other Than Named Above