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RES-2018-054RESOLUTION NO. 2018-054 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT WITH GREENLAW ANAHEIM HOTEL, LLC; 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; DETERMINING THAT NO FURTHER ENVIRONMENTAL REVIEW IS REQURIED; 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 one real property site consisting of approximately 79,556 square feet (the "Successor Agency Property") 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 holds title to certain real property consisting of approximately 63,336 square feet (the "City Property"), which City Property is located adjacent to the Successor Agency Property; and WHEREAS, the Successor Agency Property and the City Property are referred to in this Resolution collectively as the "Property"; and WHEREAS, the City has negotiated the terms of a Disposition and 'Development Agreement substantially in the form submitted herewith (the "Agreement") with Greenlaw Anaheim Hotel, LLC (the "Developer"), pursuant to which the City will convey the Property to the Developer for a purchase price of $3,650,000 (the "Purchase Price") and the Developer will develop on the Property and thereafter operate a hotel which shall satisfy various criteria established therefor in the Agreement (the "Project"); and WHEREAS, the City held a noticed public hearing regarding the proposed Agreement; and WHEREAS, the City prepared a report summarizing the details of the Agreement (the "Report") and made such Report available for public inspection prior to the public hearing on the Agreement; and WHEREAS, pursuant to and in accordance with the provisions of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; herein referred to as "CEQA"), the State of California Guidelines for Implementation of the California Environmental Quality Act (herein referred to as the "CEQA Guidelines"), and the City's Local CEQA Procedure Manual, the City is the "lead agency" for the preparation and consideration of environmental documents for "projects", as that term is defined in Section 15378 of the CEQA Guidelines; and WHEREAS, on April 30, 2018, the City of Anaheim Planning Commission did hold a public hearing at the Civic Center in the City of Anaheim, notice of said public hearing having Page I of 1 been duly given as required by law and in accordance with the provisions of Chapter 18.60 (Procedures) of the Anaheim Municipal Code (the "Code"), to hear and consider evidence for and against the Project and to investigate and make findings and recommendations in connection therewith; and WHEREAS, after due inspection, investigation and study made by itself and in its behalf, and after due consideration of all evidence and reports offered at said hearing with respect to the request to permit the Project on the Property, the Planning Commission adopted Resolution No. PC2018-025 adopting a Mitigated Negative Declaration for the Project and Mitigation Monitoring Plan No. 352, which evaluated the environmental impacts of the Project and identified necessary mitigation; 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; and WHEREAS, the City Council determines that the evidence in the record constitutes substantial evidence to support the actions taken and the findings made in this Resolution, that the facts stated in this Resolution are supported by substantial evidence in the record, including testimony received at the public hearing, the staff presentations, the staff report and all materials in the Project files. There is no substantial evidence, nor are there other facts, that detract from the findings made in this Resolution. The City Council expressly declares that it considered all evidence presented and reached these findings after due consideration of all evidence presented to it. 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 consideration being paid to the City is not less than the fair market value of the Property at their highest and best use, as determined by an independent appraisal, and (b) the allocation of the Purchase Price as between the Successor Agency Property and the City Property is fair and reasonable; such allocation shall be effected in accordance with the appraisal or, if such appraisal information or similar valuation inforination concerning both such properties is not available, based upon the relative square footages of such properties. Section 3. The City Council hereby finds and determines that on April 30, 2018, the Planning Commission adopted its Resolution No. PC2-18-025 adopting the Mitigated Negative Declaration for the Radisson Blu Hotel Project (Conditional Use Permit No. 2017-05927; Variance No. 2018-05106; and Development Project No. 2017-00035 and Mitigation Monitoring Plan No. 352. No further environmental review is required as part of the City Council's subsequent discretionary approval of the Agreement or this resolution because none of the conditions requiring subsequent environmental review pursuant to Public Resources Code Section 21166 and CEQA Guidelines Sections 15162 and 15163 are present, and there is no need to make changes or additions to the MND. In particular, the MND for the Project is sufficient for the purpose of this subsequent discretionary approval as both contemplate the same scope of development and none of the grounds set forth in CEQA Guidelines Section 15162 requiring subsequent or supplemental environmental review are present. Section 4. 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 Property as follows: (a) remit to the City, acting as successor agency to the former Anaheim Redevelopment Agency, that portion of the Purchase Price attributable to the Successor Agency Property (the "Successor Agency Portion"), and (b) cause to be retained by City the balance of the Purchase Price for the public purposes of the City. The Successor Agency Portion shall thereafter be applied in accordance with provisions of Part 1.85 of Division 24 of the California Health and Safety Code. Section 5. 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 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. The Director and the City Clerk are authorized to execute such instruments as are necessary or convenient to effect the acquisition by City of the Successor Agency Property in order that such Successor Agency Property may be conveyed to the Developer in accordance with the Agreement. Section 6. In addition to the authorization of Section 5 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 7. The City Clerk shall certify to the adoption of this Resolution. THE FOREGOING RESOLUTION IS PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANAHEIM THIS 15th (tV") DAY OF May , 2018, BY THE FOLLOWING ROLL CALL VOTE: AYES:Mayor Tait and Council Members Moreno, Murray, Vanderbilt, Barnes, Kring, and Faessel NOES: None ABSTAIN: None ABSENT: None CITY OFA EIM By: Mayor AT Acting I erk of Anaheim DISPOSITION DISPOSITION AND DEVELOPMENT AGREEMENT by and between THE CITY OF ANAHEIM and GREENLAW ANAHEIM HOTEL, LLC TABLE OF CONTENTS Page 100. DEFINITIONS..........................................................................................................................1 200. CONVEYANCE OF THE SITE............................................................................................... 7 201. Disposition of the Site................................................................................................... 7 201.1 Good Faith Deposit....................................................................................... 7 201.2 Liquidated Damages...................................................................................... 7 201.3 Disposition of the Site...................................................................................8 201.4 Purchase Price............................................................................................... 8 202. Escrow...........................................................................................................................8 202.1 Costs of Escrow............................................................................................. 8 202.2 Escrow Instructions....................................................................................... 8 202.3 Authority of Escrow Agent........................................................................... 9 202.4 Closing.......................................................................................................... 9 202.5 Closing Procedure......................................................................................... 9 203. Review of Title...........................................................................................................10 204. Title Insurance............................................................................................................11 204.1 Developer Title Policies.............................................................................. 11 205. Conditions of Closing.................................................................................................11 205.1 City's Conditions of Closing....................................................................... 11 205.2 Developer's Conditions of Closing.............................................................13 206. Representations and Warranties..................................................................................14 206.1 City Representations...................................................................................14 206.2 Developer's Representations.......................................................................15 207. Studies and Reports.....................................................................................................16 208. Condition of the Site...................................................................................................16 208.1 Disclosure....................................................................................................16 208.2 Investigation of Site....................................................................................16 208.3 No Warranties As To Site; Release of City and/ or Successor Agency........................................................................................................16 208.4 Developer Release.......................................................................................17 208.5 Post -Closing Obligations............................................................................17 300. DEVELOPMENT OF THE SITE...........................................................................................18 301. Development of the Site..............................................................................................18 301.1 Developer's Obligation to Construct Developer Improvements.................18 302. Design Review............................................................................................................18 302.1 Site Plan......................................................................................................18 302.2 Basic Concept Drawings.............................................................................18 302.3 Design Development Drawings..................................................................19 302.4 Construction Drawings and Related Documents........................................19 302.5 City Review and Approval Under this Agreement.....................................19 302.6 Standards for Disapproval...........................................................................19 302.7 Consultation and Coordination....................................................................20 302.8 Revisions.....................................................................................................20 302.9 Defects in Plans...........................................................................................20 U TABLE OF CONTENTS (Continued) Page I 302.10 Use of Architectural Plans........................................................................... 21 303. Land Use Approvals...................................................................................................21 304. Schedule of Performance............................................................................................ 21 305. Cost of Construction................................................................................................... 21 306. Insurance Requirements..............................................................................................21 307. Developer's Indemnities............................................................................................. 22 308. Rights of Access......................................................................................................... 22 309. Compliance With Laws...............................................................................................23 309.1 Liens and Stop Notices................................................................................23 310. Release of Construction Covenants............................................................................ 23 311. Financing of the Project..............................................................................................24 311.1 Approval of Construction Financing........................................................... 24 311.2 No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease -Back for Development...................................................................... 24 311.3 Holder Not Obligated to Construct Developer Improvements .................... 25 311.4 Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure............................................................................................................. 25 311.5 Failure of Holder to Complete Project........................................................ 25 311.6 Right of the City to Cure Mortgage or Deed of Trust Default .................... 26 312. Taxes and Assessments............................................................................................... 27 400. COVENANTS, RESTRICTIONS AND OTHER OBLIGATIONS.......................................27 401. Construction, Use, Operating, Maintenance and Restrictive Covenants .................... 27 402. Nondiscrimination in the Use and Operation of the Site ............................................ 28 403. Nondiscrimination in Employment.............................................................................29 404. Effect of Violation of the Terms and Provisions of this Agreement .......................... 29 500. DEFAULTS AND REMEDIES.............................................................................................. 30 501. Default Remedies........................................................................................................ 30 502. Institution of Legal Actions........................................................................................ 30 503. Termination.................................................................................................................31 503.1 Termination by Developer Prior to Conveyance ......................................... 31 503.2 Termination by the City Prior to the Conveyance.......................................31 504. Specific Performance..................................................................................................31 505. Reentry and Revesting of Title in the City After the Closing and Prior to the Completion of Construction........................................................................................ 32 506. Acceptance of Service of Process............................................................................... 33 507. Rights and Remedies Are Cumulative........................................................................33 508. Inaction Not a Waiver of Default................................................................................ 33 509. Applicable Law...........................................................................................................34 600. GENERAL PROVISIONS......................................................................................................34 601. Notices, Demands and Communications Between the Parties...................................34 602. Enforced Delay; Extension of Times of Performance ................................................ 35 603. Transfers of Interest in Site or Agreement.................................................................. 35 603.1 Prohibition...................................................................................................35 603.2 Permitted Transfers or other Conveyances ................................................. 36 603.3 Successors and Assigns...............................................................................37 604. Non -Liability of Officials and Employees of the City to the Developer .................... 37 I TABLE OF CONTENTS (Continued) Page 605. Relationship Between City and Developer.................................................................37 606. City Approvals and Actions........................................................................................37 607. Counterparts................................................................................................................38 608. Integration................................................................................................................... 38 609. Real Estate Brokerage Commission............................................................................38 610. Attorneys' Fees........................................................................................................... 38 611. Titles and Captions.....................................................................................................38 612. Interpretation............................................................................................................... 38 613. No Waiver...................................................................................................................38 614. Modifications.............................................................................................................. 39 615. Severability................................................................................................................. 39 616. Computation of Time..................................................................................................39 617. Legal Advice...............................................................................................................39 618. Time of Essence.......................................................................................................... 39 619. Cooperation.................................................................................................................39 620. Conflicts of Interest..................................................................................................... 39 621. Time for Acceptance of Agreement by City............................................................... 39 iii ATTACHMENT NO. 1 ATTACHMENT NO.2 ATTACHMENT NO. 3 ATTACHMENT NO. 4 ATTACHMENT NO. 5 ATTACHMENT NO. 6 ATTACHMENT NO. 7 ATTACHMENT NO. 8 ATTACHMENT NO. 9 ATTACHMENT NO. 10 ATTACHMENT NO. 11 LIST OF ATTACHMENTS Site Map [Reserved] Parcel 1 Grant Deed Schedule of Performance Scope of Development Release of Construction Covenants Site Plan Design Review Right of Entry Agreement Local Sales and Use Tax Materials Parcel 2 Grant Deed iv DISPOSITION AND DEVELOPMENT AGREEMENT This DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement") is dated for identification purposes as of May _, 2018 ("Date of Agreement"), by and between the CITY OF ANAHEIM, a California municipal corporation and Charter City (the "City"), and GREENLAW ANAHEIM HOTEL, LLC, a California limited liability company (the "Developer"). RECITALS The following recitals are a substantive part of this Agreement: A. The City is authorized and empowered by its Charter, to enter into agreements for the acquisition, disposition and development of real property. B. The City previously acquired certain real property consisting of approximately 63,336 square feet (the "City Portion"). The Successor Agency owns, and, concurrently with the Closing (defined below), the City will acquire from the Successor Agency, in accordance with the "Redevelopment Dissolution Act" (as defined below), certain real property consisting of approximately 79,756 square feet (the "Successor Agency Portion" and, together with the City Portion, the "Site"). C. The City is in the midst of processing a lot line adjustment (the "Site Lot Line Adjustment") under which the Site will be reconfigured into those certain parcels designated therein as "Parcel 1" and "Parcel 2." D. The Developer has informed City that it desires to acquire the Site, in its entirety, and to construct on Parcel 1 a hotel with ancillary and related improvements as more particularly described in the "Scope of Development", Attachment No. 5 hereto. The inclusion of City Portion is required by Developer as a condition of the willingness of Developer to proceed to acquire Successor Agency Portion, as well as to proceed with development of a three hundred twenty (320) room hotel in a twelve (12) story building with an adjacent standalone multi -story parking garage (more particularly described below within the definition of "Developer Improvements"). E. The City and Developer desire by this Agreement to provide for, among other things, the conveyance of Parcel 1 and Parcel 2 as provided hereunder and for Developer to construct, operate and maintain the Project in accordance with all covenants, conditions, restrictions and declarations set forth herein. F. This Agreement is in the vital and best interest of the City and the health, safety, morals and welfare of its residents, and in accord with the goals, objectives and public purposes and provisions of applicable state and local laws and requirements. NOW, THEREFORE, the City and the Developer hereby agree, as follows: 100. DEFINITIONS "Actual Knowledge" of the City means the facts known by John E. Woodhead IV without a duty of further investigation. "Agency" means the former Anaheim Redevelopment Agency, which was a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California, Health and Safety Code, Section 33000, et seq., which has been succeeded by the Successor Agency. "Agreement" means this Disposition and Development Agreement between the City and the Developer. "Approved Operator" means (i) Carlton Radisson Hotel Group under the BLU flag, or (ii) such other operators of national lodging chains as the City may approve in its sole and absolute discretion. "Approved Product" means a Hyatt Regency, Le Meridien, Radisson (BLU), or Westin hotel. "Basic Concept Drawings" is defined in Section 302.2. "City" means the City of Anaheim, a California municipal corporation and Charter City. "City Code" means the Anaheim City Charter and the Municipal Code of the City of Anaheim as it may be amended from time to time. "City Conditions Precedent" means the conditions precedent to the Closing for the benefit of the City, as set forth in Section 205.1 hereof. "City Portion" is referenced in Recital B. "Closing" or "Close of Escrow" means the close of Escrow for the Conveyances described in Section 202 hereof. "Closing Date" means the date of the Closing as set forth in Section 202.4 hereof. "Completion of Construction" means the point at which the Developer is entitled to a Release of Construction Covenants for the Developer Improvements. "Condition of Title" is defined in Section 203 hereof. "Conditions Precedent" means the City Conditions Precedent and/or the Developer Conditions Precedent for the Conveyances. "Conforming Hotel" means a Conforming Hotel Facility that is operated by an Approved Operator. "Conforming Hotel Facility" means a hotel which conforms to all of the following: (i) the hotel shall contain not less than twelve (12) stories, (ii) the hotel shall have daily linen service, (iii) the hotel shall have a 24 -hour -a -day staffed front desk with a pool, indoor exercise facility, central lobby area and porte cochere, (iv) the hotel is an Approved Product, (v) the hotel is operated by an Approved Operator; (vi) the hotel shall consist of not less than three hundred twenty (320) rooms; (vii) the hotel shall include a multi -story stand-alone parking structure including approximately three hundred forty- one (341) parking spaces, and (viii) the hotel shall be accompanied, as part of the Developer Improvements, with ancillary retail and restaurant facilities. 2 "Construction Financing" means the debt and equity necessary to acquire the Site and construct the Developer Improvements and includes the documents evidencing same. "Construction Loan Deed of Trust" means a deed of trust in favor of an institutional lender securing repayment of a construction loan for the acquisition of Parcel 1 and for the construction of the Developer Improvements, secured by Parcel 1. "Construction Period" means the period commencing upon the Date of Agreement and terminating upon Completion of Construction of the Developer Improvements. "Conveyances" means the conveyance of Parcel 1 and Parcel 2 by the City to the Developer by the Parcel 1 Grant Deed and the Parcel l Grant Deed. "Date of Agreement" is defined in the first paragraph hereof. "Default" means the failure of a party hereto to perform any action or covenant required by this Agreement within the time periods provided herein following notice and opportunity to cure, as set forth in Section 501 hereof. "Design Development Drawings" is defined in Section 302.3. "Design Review Process" is described in Section 302 and Attachment No. 8. "Developer" means Greenlaw Anaheim Hotel, LLC, a California limited liability company. "Developer Affiliate" means any of the following: Greenlaw Partners, LLC and Walter C. Bowen. "Developer Conditions Precedent' means the conditions precedent to the Closing for the benefit of the Developer, as set forth in Section 205.2. "Developer Environmental Consultant" means the environmental consultant which may be employed by the Developer pursuant to Section 208.2 hereof. "Developer Improvements" means the new improvements required to be constructed by the Developer upon Parcel 1 or within public right of way adjacent to the Site, all more particularly described in Section 301 hereof and in the Scope of Development, including, without limitation, all parking and landscaping improvements required in connection with the development of Parcel 1. "Director" means the Director of the Community and Economic Development Department of the City or his designee who shall represent the City in all matters pertaining to this Agreement. "Environmental Liabilities" is defined in Section 208.2. "Escrow" is defined in Section 202 hereof. "Escrow Agent" is defined in Section 202 hereof. "Evidence of Financing for the Developer Improvements" means a written submittal by Developer to City, including supporting materials, which demonstrates to the reasonable satisfaction of the Director that: Developer has obtained a firm construction financing commitment for the construction of the Developer Improvements. "Exceptions" is defined in Section 203 hereof. "Good Faith Deposit" is defined in Section 201.1. "Governmental Requirements" means all 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 instrumentality exercising jurisdiction over the City, 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, all other provisions of the City Code, all applicable disabled and handicapped access requirements, including, Local Sales and Use Tax Implementation, all applicable federal, state, and local public works requirements, including if and to the extent required as a matter of law the payment of prevailing wages and hiring of apprentices pursuant to Labor Code Section 1720 et seq., the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., the Unruh Civil Rights Act, Civil Code Section 51, et seq., and all other applicable federal, state, and local laws. "Grant Deeds" means the Parcel 1 Grant Deed and the Parcel 2 Grant Deed. "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," "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 and breakdown and derivative products thereof, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) methyl tertiary butyl ether, (ix) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Chapter 11 of Title 22, Division 4.5 of the California Code of Regulations, (x) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1317), (xi) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903), (xii) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C. §9601). "Improvement Plans" means all plans for the Developer Improvements as hereafter approved by the City. "Indemnity" or "Indemnify" is defined in Section 208.2. "Indemnitees" means the City and the Successor Agency, as well as the officers, lawyers, agents, representatives, and consultants of each. "Investigation" is defined in Section 208.2. "Liabilities" is defined in Section 207.6 hereof. "Liquidated Damages" is defined in Section 201.2. "Local Sales and Use Tax Implementation" means the taking of all steps necessary, by Developer, its contractors and subcontractors, to accomplish the allocation to City of sales and use taxes related to the jobsite as more fully set forth in the Local Sales and Use Tax Materials. "Local Sales and Use Tax Materials" means Attachment No. 10. "Minimum Required Cost" means One Hundred Ten Million Dollars ($110,000,000.00). "Notice" shall mean a notice in the form prescribed by Section 601 hereof. "Official Records" means, unless the context otherwise requires, the official records of the County Recorder of the County of Orange. "Outside Date" means October 1, 2018 or such later date as may be so designated by City and Developer, each acting at its discretion. "Parcel 1" means that area so designated under the Site Lot Line Adjustment. "Parcel 1 Grant Deed" means a grant deed in the form of Attachment No. 3 hereto. "Parcel 1 Improvements" has the meaning established therefor in the Scope of Development. "Parcel 1 Price" means Three Million Five Hundred Forty One Thousand Five Hundred Four Dollars ($3,541,504.00). "Parcel 2" means that area so designated under the Site Lot Line Adjustment. "Parcel 2 Grant Deed" means a grant deed in the form of Attachment No. 11 hereto. "Parcel2 Price" means One Hundred Eight Thousand Four Hundred Ninety Six Dollars ($108,496.00). "Parking Improvements" means all parking structures and other parking facilities described or referenced in the Scope of Development. "Permanent Financing" means debt and/or equity financing secured by Developer to repay the obligations under the Construction Financing. "Project" means completion of the Developer Improvements and opening of a Conforming Hotel having a cost of not less than the Minimum Required Cost, all as more fully provided in this Agreement. "Proof of Financing Commitments" shall mean that the Developer has obtained firm and binding commitments for the acquisition of the Site and development of the Developer Improvements in accordance with this Agreement, as described in more detail in Section 311.1. "Proposed Improvement Plans" means all plans for the Developer Improvements as hereafter submitted by Developer for approval by the City. "Purchase Price" means Three Million Six Hundred Fifty Thousand Dollars ($3,650,000.00). The Purchase Price consists of the Parcel 1 Price and the Parcel 2 Price. "Redevelopment Dissolution Act" means California Health & Safety Code Section 34170 et seq. "Redevelopment Plan" means the Redevelopment Plan for the Anaheim Merged Redevelopment Project Area of the Former Agency, approved by Ordinance Nos. 5913, 5914, 5915, 5916, 5917 and 5918, each adopted by the City Council of the City on May 25, 2004, as heretofore amended or supplemented. A copy of the Redevelopment Plan is on file with the City as a public record. "Related Entity" means an entity in which a majority ownership interest is held by the Developer. "Release of Construction Covenants" means the document which evidences the Developer's satisfactory completion of the Developer Improvements, as set forth in Section 310 hereof, in the form of Attachment No. 6 attached hereto and incorporated herein by reference. "Remaining Improvements" means all of the Developer Improvements other than the Parking Improvements. "Report" means the preliminary title report, as described in Section 203 hereof. "Right of Entry Agreement" means a right of entry agreement in the form of Attachment No. 9. "Schedule of Performance" means Attachment No. 4. The Schedule of Performance is subject to Section 602 and revision from time to time as mutually agreed upon in writing between the Developer and the Director, and the Director is authorized to make such revisions as he or she deems reasonably necessary up to a maximum of three hundred sixty five (365) days as all such revisions are aggregated. "Scope of Development" means Attachment No. 5. "Site" means that certain real property located at the northeast corner of the I-5 freeway and Anaheim Boulevard shown on the Site Map. "Site Lot Line Adjustment" means that certain lot line adjustment that, if approved by City, would designate two parcels, Parcel 1 and Parcel 2, substantially as set forth in the Site Map, which together will constitute the Site. Upon its completion and recording among the Official Records, a copy of the Site Lot Line Adjustment will be maintained by City on file as a public record. "Site Map" means Attachment No. 1. "Site Plan" means Attachment No. 7. The Site Plan is subject to modification in connection with the City design review process as set forth in Section 302 hereof. "Successor Agency" means the Successor Agency to the Anaheim Redevelopment Agency pursuant to Health & Safety Code §34170 et seq. "Successor Agency Portion" is described in Recital B. "Title Company" is defined in Section 203 hereof. "Title Policy" or "Title Policies" is defined in Section 204 hereof. "Transfer" is defined in Section 603.1 hereof. "Use and Maintenance Covenant Period" means a period commencing as of the recording of the Grant Deed and ending as of the thirtieth (30th) anniversary of such recording. 200. CONVEYANCE OF THE SITE 201. Disposition of the Site. 201.1 Good Faith Deposit. Within two (2) days after the Date of Agreement, Developer shall remit to City the sum of One Hundred Thousand Dollars ($100,000) by means of cash, a bank cashier's check made payable to City, or a confirmed wire transfer of funds. The initial sum of One Hundred Thousand Dollars ($100,000) plus interest, if any earned thereon, is referred to herein as the "Good Faith Deposit." 201.2 Liquidated Damages. IN THE EVENT OF TERMINATION OF THIS AGREEMENT BY CITY PRIOR TO THE CLOSE OF ESCROW, PURSUANT TO SECTION 503.2(a), (b), (c) OR (e) OF THIS AGREEMENT DUE SOLELY TO DEVELOPER'S DEFAULT AFTER WRITTEN NOTICE TO DEVELOPER AND THE EXPIRATION OF THE CURE PERIOD UNDER THIS AGREEMENT, THE AMOUNT OF THE GOOD FAITH DEPOSIT OF ONE HUNDRED THOUSAND DOLLARS ($100,000) ("LIQUIDATED DAMAGES") SHALL BE RETAINED BY THE CITY AS LIQUIDATED DAMAGES AS THE SOLE AND EXCLUSIVE REMEDY OF THE CITY HEREUNDER. IN THE EVENT OF SUCH TERMINATION, THE CITY WOULD SUSTAIN DAMAGES BY REASON THEREOF WHICH WOULD BE UNCERTAIN. SUCH DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE COSTS INCURRED BY THE CITY IN CONNECTION WITH THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT, THE DELAY OR FRUSTRATION OF TAX REVENUES THEREFROM TO THE CITY AND THE CITY, THE DELAY OR FAILURE OF THE CITY TO FURTHER THE IMPLEMENTATION OF THE REDEVELOPMENT PLAN, AND LOSS OF OPPORTUNITY TO ENGAGE IN OTHER POTENTIAL TRANSACTIONS, RESULTING IN DAMAGE AND LOSS TO THE CITY. IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE CITY, BUT THE PARTIES ARE OF THE OPINION, UPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM, THAT SUCH DAMAGES WOULD BE APPROXIMATELY THE LIQUIDATED DAMAGES AMOUNT, AND SUCH AMOUNT SHALL BE PAID OVER TO THE CITY OR RETAINED, AS THE CASE MAY BE, UPON TERMINATION OF THIS AGREEMENT UNDER SECTION 503.2 OF THIS AGREEMENT, AS THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY. THE DEVELOPER AND THE CITY SPECIFICALLY ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION BY THEIR INITIALS BELOW: Developer City Except as set forth in the next paragraph, the provisions set forth in this Section 201.2 shall be City's sole and exclusive remedy in the event of termination prior to Close of Escrow and, in such event, City hereby waives the right to specifically enforce this Agreement; provided, however, this liquidated damages provisions shall not limit the City's right to enforce all indemnification provisions contained in this Agreement. Notwithstanding the foregoing provisions of this Section 201.2, in the event Developer contests the validity or the enforceability of the provisions of this Section 201.2, the City shall be entitled to pursue all available remedies including money damages. 201.3 Disposition of the Site. The City agrees to sell the Site and the Developer agrees to purchase the Site from the City, in accordance with and subject to all of the terms, covenants, and conditions of this Agreement, including the Conditions Precedent as set forth in Section 205. The conveyance of the Site from the City to the Developer (the "Conveyances") shall be accomplished through the execution and recordation among the Official Records of the Parcel I Grant Deed and the Parcel 2 Grant Deed, and the delivery of the Parcel 1 Grant Deed and the Parcel 2 Grant Deed; provided further that title to Parcel 1 may be vested in an entity different than the entity which acquires title to Parcel 2, subject to compliance with Section 603.2 hereof. 201.4 Purchase Price. The Purchase Price shall be disbursed to City at Closing in cash less that amount, if any, previously paid to City as the Good Faith Deposit and less the City's share of closing costs and charges for title policy premiums as set forth herein. 202. Escrow. The City shall open escrow ("Escrow") with Ryan Hahn at First American Title Insurance Company, 18500 Von Karman Avenue, Suite 600, Irvine, California 92612 (John Jackson -Sales Rep) or another escrow holder mutually satisfactory to both parties (the "Escrow Agent") by depositing one (1) fully executed copy of this Agreement with Escrow Agent. 202.1 Costs of Escrow. City and Developer shall pay their respective portions of the premium for the Developer Parcel 1 Title Policy and the Developer Parcel 2 Title Policy as set forth in Section 204 hereof, the City shall pay for the documentary transfer taxes, if any, due with respect to the Conveyances, and Developer and City each agree to pay one-half of all other usual fees, charges, and costs which arise from Escrow with respect to the Conveyances. 202.2 Escrow Instructions. This Agreement constitutes the joint escrow instructions of the Developer and City, and the Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. All funds received in the Escrow shall be deposited in a federally insured interest bearing general escrow account(s) and may be transferred to any other such federally insured interest bearing escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check or wire transfer from such account. The Escrow Agent may create sub -escrows or separate escrows as to the Conveyances of Parcel 1 and Parcel 2, respectively. The parties agree to execute such other and further documents as may be reasonably necessary, helpful or appropriate to effectuate the provisions of this Agreement. The Closing shall take place when the Conditions Precedent as set forth in Section 205 have been satisfied or waived. Escrow Agent is instructed to release City's escrow closing and Developer's escrow closing statements to the respective parties for their respective prior written approval. 202.3 Authority of Escrow Agent. When the Conditions Precedent have been fulfilled or waived by the party for whose benefit such conditions are imposed, Escrow Agent is authorized to, and shall, with respect to the Closing: (a) Pay the Title Company and charge Developer and City for their respective shares of the premium of the Developer Parcel 1 Title Policy and the Developer Parcel 2 Title Policy and any endorsements thereto as set forth in Section 204. (b) Pay and charge Developer and City for their respective shares of any escrow fees, charges, and costs payable under Section 202.1 of this Agreement. (c) Disburse funds, deliver and record in the following order of priority: the Parcel 1 Grant Deed and the Parcel 2 Grant Deed; then any other deeds of trust and other security documents required by the lender providing the debt portion of the Construction Financing with instructions for the Recorder of Orange County, California to deliver conforming copies to the parties. (d) Do such other actions as necessary to fulfill its obligations under this Agreement. (e) Direct City to execute and deliver any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of FIRPTA and any similar state act and regulation promulgated thereunder. City agrees to execute a Certificate of Non -Foreign Status by individual transferor and/or a Certification of Compliance with Real Estate Reporting Requirement of the 1986 Tax Reform Act and comparable forms respecting the State of California as may be required by Escrow Agent, on forms to be supplied by Escrow Agent. (i) Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-5 form, and be responsible for withholding taxes, if any such forms are provided for or required by law. 202.4 Closing. The "Closing" or "Close of Escrow" shall occur no later than the Outside Date. The Closing or close of Escrow shall mean the time and day each of the Parcel 1 Grant Deed and the Parcel 2 Grant Deed is recorded among the Official Records. The "Closing Date" shall mean the day on which the Closing occurs. 202.5 Closing Procedure. Escrow Agent shall close Escrow for the Site as follows: (a) Record in order each of the Parcel 1 Grant Deed and the Parcel 2 Grant Deed, then (subject to confirmation by City that the provisions of Section 311.2 have been satisfied in relation thereto) a Construction Loan Deed of Trust (if applicable), then any other deeds of trust and other security documents required by Developer's lender providing the debt portion of the Construction 0 Financing with instructions for the Recorder of Orange County, California to deliver conforming copies to the parties; (b) Instruct the Title Company to forthwith deliver each of the Developer Parcel 1 Title Policy and the Developer Parcel l Title Policy to Developer with a copy to City; (c) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; (d) Deliver the FIRPTA Certificate and other certificate(s) and statement(s) described in Section 202.3(f), if any, to the Developer; (e) Disburse any funds and documents as may be held in Escrow following the Closing to the party entitled thereto; and (f) Deliver to both Developer and City a separate accounting of all funds received and disbursed for each party and conformed copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon. 203. Review of Title. Prior to the Date of Agreement, the City has caused First American Title Insurance Company (the "Title Company"), to deliver to Developer a standard preliminary title report (the "Report") with respect to title to the Site dated no more than ten (10) days prior to the Date of Agreement, together with legible copies of the documents underlying the exceptions ("Exceptions") set forth in the Report. The Developer shall have the right to approve or disapprove the Exceptions in its sole discretion; provided, however, that the Developer hereby approves the following Exceptions: (a) The Redevelopment Plan. (b) The lien of any non -delinquent property taxes and assessments (to be prorated at close of Escrow). (c) The provisions of the Parcel 1 Grant Deed, the Parcel 2 Grant Deed, and the Construction Loan Deed of Trust (subject to Section 202.5(a), above). (d) The provisions of the Construction Loan Deed of Trust (if applicable). Developer shall have sixty (60) days from the Date of Agreement to obtain, at its expense, an ALTA survey of the Site or portion thereof, and to approve or disapprove the survey and all Exceptions to title shown on the survey. Developer's failure to give written approval of the Report within such time limit shall be deemed disapproval of the Report. If Developer notifies City of its disapproval of any Exceptions in the Report, the City shall have thirty (30) days from the receipt of written notice of disapproval by the Developer to determine whether or not it will undertake the removal of any disapproved Exceptions. If the City elects to remove such Exceptions, it shall diligently proceed to effect the removal of such Exceptions. If City cannot or does not elect to remove any of the disapproved Exceptions within that period, Developer shall have thirty (30) days after the expiration of such thirty (30) day period to either give the City written notice that Developer elects to proceed with the purchase of the Site subject to the disapproved Exceptions or to give the City written notice that the Developer elects to terminate this Agreement. The Exceptions to title approved by Developer as provided herein shall hereinafter be referred to as the "Condition of Title." Developer shall have 10 the right to approve or disapprove any additional and previously unreported Exceptions reported by the Title Company after Developer has approved the Condition of Title for the Site (which are not created by Developer), City shall not voluntarily create any new exceptions to title following the Date of Agreement. Notwithstanding the foregoing portion of this Section 203, the Developer may designate a title insurer other than the Title Company to act as title insurer with respect to the delivery of an owner's policy of title insurance with respect to Parcel 1; such title insurer ("Alternate Title Insurer") shall thereupon act as title Company for the purposes of this Agreement with respect to the Site. 204. Title Insurance. 204.1 Developer Title Policies. Concurrently with recordation of the Parcel 1 Grant Deed, there shall be issued by Title Company (or at the election of Developer, the Alternate Title Insurer) to Developer, a standard ALTA title insurance policy for Parcel 1 or, at Developer's request, an ALTA extended coverage owner's policy of title insurance (6-17-06) (the "Developer Parcel I Title Policy") in the amount of the Parcel I Price, together with such endorsements as are requested by the Developer, insuring that as of the date and time of recordation of such Parcel 1 Grant Deed, title to or all right of possession for Parcel 1 is vested in Developer in the condition required by Section 203 of this Agreement. Concurrently with recordation of the Parcel 2 Grant Deed, there shall be issued by Title Company to Developer, a standard ALTA title insurance policy for Parcel 2 or, at Developer's request, an ALTA extended coverage owner's policy of title insurance (6-17-06) (the "Developer Parcel 2 Title Policy"), collectively in the amount of the Parcel 2 Price, together with such endorsements as are requested by the Developer, insuring that as of the date and time of recordation of such Parcel 2 Grant Deed, title to or all right of possession for Parcel 2 is vested in Developer in the condition required by Section 203 of this Agreement. The City agrees to remove on or before the Closing any deeds of trust or other monetary liens against the Site the removal of which shall be a condition to Closing for the benefit of Developer. The City shall pay that portion of the premium for the Developer Parcel 1 Title Policy and the Developer Parcel 2 Title Policy based upon the cost of a standard ALTA title policy in the amount of the Parcel 1 Price and the Parcel 2 Price, respectively. Any additional costs, including the cost of endorsements requested by the Developer which are not necessary to obtain a standard ALTA title policy, or additional premiums to obtain an owner's extended coverage ALTA policy, shall be borne by the Developer. 205. Conditions of Closing. The Closing is conditioned upon the satisfaction of the following terms and conditions within the times designated below (collectively "Conditions Precedent"). Except for a breach of one of the party's obligations under this Agreement, the failure of any Conditions Precedent set forth in this Section 205 to be either satisfied or waived prior to the date specified below shall not constitute a Default pursuant to Section 401, but shall be cause for termination of this Agreement by the party for whose benefit such condition has been imposed and, unless the failure of satisfaction of Conditions Precedent is caused or contributed to by Developer, upon such termination of this Agreement the Good Faith Deposit shall be returned to Developer. 205.1 City's Conditions of Closing. City's obligation to proceed with the Closing is subject to the fulfillment, or waiver by City, of each and all of the conditions precedent (a) through (m), inclusive, described below ("City Conditions Precedent"), which are solely for the benefit of City, 11 and which shall be fulfilled, or waived in its sole discretion, within the time periods provided for herein, or if no time frame is provided, prior to the Outside Date: (a) No Default. Developer shall not be in Default. (b) Execution and Delivery of Documents. Developer shall have executed and, as necessary for recordation, shall have had acknowledged, any documents required hereunder and shall have delivered such documents into Escrow. (c) Payment of Funds. The Developer has deposited the Purchase Price as well as all of Developer's required costs of Closing into Escrow in accordance with Section 202.2 hereof. (d) Basic Concept Drawings and Design Development Drawings. The Developer shall have obtained approval by the City of the Basic Concept and Design Development Drawings for the Developer Improvements as set forth in Section 302 hereof. (e) Insurance. The Developer shall have provided proof of insurance as required by Section 306 hereof. (f) Construction Financing. The City shall have approved, which approval shall not be unreasonably withheld, the Evidence of Financing for the Developer Improvements. City shall also have approved the documents evidencing the Construction Financing to confirm that the Construction Financing contains substantially similar terms as the Evidence of Financing. The Construction Financing for the Developer Improvements shall be on substantially similar terms as the approved Evidence of Financing unless otherwise approved by City, which approval shall not be unreasonably withheld, and the debt portion of such Construction Financing shall be ready to record and fund concurrently with the Closing. (g) Gradin Pg ermit. Developer shall have obtained a grading permit as to all of the Site. (h) Plans and Permits. Developer shall have (i) submitted completed Proposed Improvement Plans for the Developer Improvements set forth in item 5 of the Schedule of Performance, and (ii) obtained City approval of Improvement Plans. (i) General Contractor Contract. The Developer shall have provided or caused to be provided to the Director a copy of a valid and binding contract between the Developer and one or more California -licensed general contractors for the construction of the Parking Improvements. The general contractor contract shall include requirements for Local Sales and Use Tax Implementation. 0) Conforming Hotel. City shall have confirmed the Conforming Hotel, acting in its reasonable discretion. (k) Environmental Condition of the Site. Developer shall have approved in writing to City the environmental condition of the Site. (1) Obligations. The Developer shall have timely performed all of the obligations required by the terms of this Agreement to be performed by Developer prior to the Closing. 12 (m) Site Lot Line Adjustment. The Site Lot Line Adjustment shall have been completed. (n) Developer Representations. All representations and warranties made by the Developer in this Agreement shall be true and correct as of the date of this Agreement and the Close of Escrow subject to the Developer's right to modify its representations as set forth in Section 206 below. Any waiver by the City of any of the preceding conditions must be expressly made in writing. 205.2 Developer's Conditions of Closing. 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 (k), inclusive, described below ("Developer Conditions Precedent"), which are solely for the benefit of Developer, and which shall be fulfilled, or waived in its sole discretion, within the time periods provided for herein, or if no time is set forth, by the Outside Date: (a) No Default. City shall not be in Default. (b) Execution and Delivery of Documents. City shall have executed and, as necessary for recordation, shall have had acknowledged, any documents required hereunder and shall have delivered such documents into Escrow. (c) Review and Approval of Title. Developer shall have reviewed and approved the Condition of Title of the Site, as provided in Section 203 hereof. (d) Basic Concept Drawings and Design Development Drawing Approvals. The Developer shall have obtained approval by the City of the Basic Concept Drawings and Design Development Drawings as set forth in Section 302.2 hereof. (e) Construction Financing. Developer shall have obtained, and the City shall have approved, Construction Financing for the Developer Improvements as provided in Section 311.1 hereof, and such Construction Financing shall have closed and funded or be ready to close and fund upon the Closing. (f) Developer Title Policies. The Title Company shall, upon payment of Title Company's regularly scheduled premium, have irrevocably agreed to issue to the Developer each of the Developer Parcel 1 Title Policy and the Developer Parcel 2 Title Policy upon the Close of Escrow, in accordance with Section 204 hereof. all of the Site. (g) Grading Permit. Developer shall have obtained a grading permit as to (h) Plans and Permits. Developer shall have (i) submitted completed Proposed Improvement Plans for the Developer Improvements set forth in item 5 of the Schedule of Performance, and (ii) obtained City approval of Improvement Plans. (i) Environmental Condition of Site. Developer shall have approved in writing to City the environmental condition of the Site. 13 (j) Adverse Conditions. No lawsuit, moratoria or similar judicial or administrative proceeding or government action shall exist or have been threatened which would materially delay construction of the Project, materially increase the cost of constructing the Project or expose Developer to additional economic liability. (k) City Representations. All representations and warranties made by the City in this Agreement shall be true and correct as of the date of the Agreement and Close of Escrow, subject to the City's right to modify its representations as set forth in Section 206 below. (1) Site Lot Line Adjustment. The Site Lot Line Adjustment shall have been completed. Any waiver by the Developer of any of the preceding conditions must be expressly made in writing. 206. Representations and Warranties. 206.1 City Representations. City represents and warrants to Developer as follows: (a) Authori . City is a California municipal corporation and Charter City. (b) FIRPTA. City is not a "foreign person" within the parameters of FIRPTA or any similar state statute, or is exempt from the provisions of FIRPTA or any similar state statute. (c) No Conflict. City's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound. (d) Litigation. City has no Actual Knowledge of, nor has City received any notice of or know of any basis for, any actual, threatened or pending litigation or proceeding by any organization, person, individual or governmental agency against City with respect to the Site or against the Site. In the event City receives notice of any such actual, threatened or pending litigation or proceeding prior to the Closing, City shall promptly notify Developer thereof, nor does City have to its Actual Knowledge any grounds on which it could file suit or threaten litigation with respect to the Site or against the Site. (e) Notices of Violation. City has no Actual Knowledge of, nor has City received any notice of any basis for, any violations of laws, statutes, regulations, ordinances, other legal requirements with respect to the Site (or any part thereof), or with respect to the use, occupancy or construction thereof, or any investigations by any governmental or quasi -governmental authority into potential violations thereof. In the event City receives notice of any such violations or investigations affecting the Site prior to the Closing, City promptly shall notify Developer thereof, and City has no Actual Knowledge as to grounds upon which City could file or threaten litigation with respect to the Site. Until Closing, City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 206.1 not to be true as of the Closing, immediately give written notice of such fact or condition to Developer. Such exception(s) to a representation or warranty shall not be deemed a breach by City hereunder, but shall constitute an 14 exception which Developer shall have a right to approve or disapprove if Developer, in its reasonable discretion, determines such exception would materially adversely affect the value, development, insurability, financing, maintenance, and/or operation of the Site by Developer or the Developer's exposure to risk or liability with respect to the Site. If Developer elects, acting in its sole discretion, to close the Escrow following disclosure of such information, City's representations and warranties contained herein shall be deemed to have been made as of the Closing, subject to such exception(s). If, following the disclosure of such information, Developer, acting in its sole discretion, elects to not close Escrow, then Developer shall give notice to City of such election within thirty (30) days after disclosure of such information, and this Agreement and the Escrow shall thereafter automatically terminate, and neither party shall have any further rights, obligations or liabilities hereunder. The representations and warranties set forth in this Section 206.1, subject to any such exceptions, shall survive the Closing. 206.2 Developer's Representations. Developer represents and warrants to City as follows: (a) Authorily. Developer is a duly organized limited liability company established within and in good standing under the laws of the State of California, and is authorized to do business in the State of California. The copies of the documents evidencing the organization of the Developer which have been delivered to the City are true and complete copies of the originals, as amended to the Date of this Agreement. The execution, performance and delivery of this Agreement by Developer has been fully authorized by all requisite actions on the part of the Developer. (b) Experience. Developer Affiliate is an experienced developer of hotel projects similar in size, scope, and quality to the Project, as well as office buildings and multi -family residential projects. (c) No Conflict. Developer's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which the Developer is a party or by which it is bound. (d) No Developer Bankruptcy. Developer is not the subject of a bankruptcy proceeding. Until the Closing, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 206.2 not to be true as of the Closing, immediately give written notice of such fact or condition to City. Such exception(s) to a representation shall not be deemed a breach by Developer hereunder, but shall constitute an exception which City shall have a right to approve or disapprove if City, in its reasonable discretion, determines that such exception would have an effect on the value and/or operation of the Project. If City, acting in its reasonable discretion, elects to close the Escrow following disclosure of such information, Developer's representations and warranties contained herein shall be deemed to have been made as of the Closing, subject to such exception(s). If, following the disclosure of such information, City elects, acting in its reasonable discretion, to not close the Escrow, then this Agreement and the Escrow shall automatically terminate, and neither party shall have any further rights, obligations or liabilities hereunder. The representations and warranties set forth in this Section 206.2, subject to such exception(s), shall survive the Closing. 15 207. Studies and Reports. Within thirty (30) days commencing as of receipt by City of the Good Faith Deposit, Developer shall have the right of access to all of the Site. Representatives of the Developer shall have the right of access to all portions of the Site for the purposes of obtaining data and making surveys and tests necessary to carry out this Agreement, including without limitation the investigation of the environmental condition of the Site pursuant to Section 208. Developer's access to the Site pursuant to this Section 207 and Section 208, including any preliminary work undertaken on the Site by Developer prior to the Closing pursuant to this Agreement, except as otherwise expressly provided for herein, shall be done at the sole expense of the Developer and following and subject to Developer's execution of a Right of Entry Agreement. Any preliminary work shall be undertaken only after compliance with Section 208, as required, securing any necessary pen -nits from the appropriate governmental agencies or any orders from the appropriate court of law and the Developer's execution of a Right of Entry Agreement. 208. Condition of the Site. 208.1 Disclosure. The City and the Developer hereby represent and warrant to the other that they have no Actual Knowledge, and have not received any notice or communication from any government agency having jurisdiction over the Site, notifying such party of the presence of surface or subsurface zone Hazardous Materials in, on, or under the Site, or any portion thereof. "Actual Knowledge," as used herein, shall not impose a duty of investigation, and shall be limited to the actual knowledge of the Director (on behalf of the City) and Developer employees and agents who have participated in the preparation of this Agreement. 208.2 Investigation of Site. Developer shall, at Developer's sole cost, engage an environmental consultant reasonably acceptable to City and Developer ("Developer's Environmental Consultant") to conduct such investigations and tests as City deems necessary to ascertain the environmental condition of the Site, including a Phase I Environmental Assessment, Developer shall provide to City (and any potential tenants of the Site when requested by Developer) copies of the Phase I Environmental Assessment. At Developer's request, and so long as Developer agrees to and does pay any additional cost incurred by City as a result of such addressing, the Phase I Environmental Assessment shall be addressed to the City and Developer. To the extent Developer deems further investigation or testing necessary to ascertain the environmental condition of the Site (the "Investigations"), Developer may, at Developer's sole cost and expense, engage the Developer's Environmental Consultant reasonably acceptable to City to make such Investigations as Developer reasonably deems necessary to ascertain the environmental condition of the Site. The Developer shall provide or cause to be provided, within ten (10) days after Developer's receipt thereof, copies of all reports, test results, and other information obtained or produced through such Investigations to City. The Developer shall reasonably approve or disapprove of the environmental condition of the Site within forty-five (45) days after the date this Agreement is approved by the City. 208.3 No Warranties As To Site; Release of City and/ or Successor Agency. Except as otherwise expressly provided herein, the physical condition of the Site is and shall be delivered from City to Developer in an "as -is" condition, with no warranty expressed or implied by City and/ or Successor Agency, including without limitation, the presence of Hazardous Materials, the existence of refuse, or the condition of the soil, its geology, the presence of known or unknown seismic 16 faults, or the suitability of the Site for the development purposes intended hereunder. To the extent authorized by contract or law, the City and Successor Agency shall assign to the Developer all warranties, indemnities, guaranties, claims and causes of action with respect to the surface and subsurface conditions of the Site, including without limitation with respect to Hazardous Materials, if any, that the City and/ or Successor Agency has received from or has against prior owners or operators of the Site. 208.4 Developer Release. As of the Close of Escrow, Developer agrees, with respect to the Site, to release the Successor Agency and City from and against any Environmental Liabilities except as to liabilities arising out of the negligence or willful misconduct of the Successor Agency and/or City occurring after the Close of Escrow or occurring prior to the Close of Escrow but discovered after the Close of Escrow. The Developer shall establish, by the preponderance of the evidence, the date that the Environmental Liability occurred. At the request of the Developer, the City shall cooperate with and assist the Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense; provided that the City shall not be obligated to incur any expense in connection with such cooperation or assistance. This release shall survive the termination, expiration, invalidation or performance in full or in part of this Agreement and, without limiting the foregoing, shall survive the Closing. The Developer acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code which 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." As such relates to this Section 208.4, effective as of the Closing, the Developer waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code. 208.5 Post -Closing Obligations. 208.5.1 Developer Precautions After Closing. Upon and after the Closing, the Developer shall be responsible for the maintenance of the Site. Upon and after the Closing, the Developer shall exercise all reasonable precautions in an effort to prevent the release into the environment of any Hazardous Materials in violation of applicable environmental Governmental Requirements. Such precautions shall include compliance with the Governmental Requirements. Developer further agrees to comply with all Governmental Requirements in connection with the disclosure, storage, use, removal and disposal of any Hazardous Materials. 208.5.2 Developer and City Indemnities. As of the Close of Escrow, Developer agrees, with respect to the Site, to indemnify, defend and hold Indemnitees harmless from and against ("Indemnity" or "Indemnify") any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, reasonable attorneys' fees) by third parties, for bodily injury or property damage, resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage or disposal 17 of any Hazardous Materials including methane on, under, in, about, or from or the transportation of any such Hazardous Materials including methane to or from, the Site, and (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials including methane on, under, in or about, to or from the Site; and (iii) damage to person or property arising out of or related to the Investigations of the Site pursuant to this Section 208 (collectively "Environmental Liabilities") except the Environmental Liabilities arising out of the negligence or willful misconduct of the Successor Agency or the City occurring after the Close of Escrow or occurring prior to the Close of Escrow but discovered after the Close of Escrow. The Developer shall establish with substantial evidence the date that the Environmental Liability occurred. This Indemnity shall include, without limitation, any damage, liability, fine, penalty, parallel indemnity arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment by any third party. At the request of the Developer, but at no cost to City, the City will cooperate with and assist the Developer in its defense of any such Environmental Liability. The foregoing Indemnities shall survive the termination, expiration, invalidation, or performance in full or in part of this Agreement, and, without limiting the foregoing, shall survive the Closing. 300. DEVELOPMENT OF THE SITE 301. Development of the Site. 301.1 Developer's Obligation to Construct Developer Improvements. Following the Closing, Developer shall develop or cause the development of the Developer Improvements in accordance with the Scope of Development, the City Code, and the plans, drawings and documents submitted by the Developer and approved by the City as set forth herein. The Developer Improvements shall generally consist of a Conforming Hotel Facility with not less than three hundred twenty (320) rooms, a standalone, multi -story parking structure, and landscaping and parking improvements as described in more detail in the Scope of Development. The Developer acknowledges that the requirements set forth in the Scope of Development are material considerations for the City to enter into this Agreement, and that but for such requirements, particularly the number of stories of the Hotel, the number of rooms, parking, and the securing of the Approved Product, the City would not have entered into this Agreement. The Developer shall require that the general contractor and subcontractors comply with and implement the Local Sales and Use Tax Implementation as defined herein. 302. Design Review. The description of approvals set forth in this Section 302, including all subparts hereof, as well as the identification of dates set forth in the Schedule of Performance concerning plans and approvals thereof, and the provisions of Attachment No. 8 hereof, concern approvals by the City acting in its capacity as a party to this Agreement and does not describe or set forth standards for the City acting in its governmental capacity under its police power. 302.1 Site Plan. Concurrently herewith, the City has approved a draft site plan. 302.2 Basic Concept Drawings. Developer has submitted to City conceptual drawings for the Developer Improvements, including materials, color board, elevations of all four sides of the Developer Improvements, preliminary landscape plans, a traffic and circulation plan and a 18 rendered perspective (collectively, the "Basic Concept Drawings"). The City has approved the Basic Concept Drawings. 302.3 Design Development Drawings. After the City's 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, among other requirements of filing, the following: (a) A fully dimensioned Site Plan, which includes a landscape plan, with hardscape plans, sections and elevations, including lighting, equipment, furnishings and planting (b) Floor plans. (c) Roof plans. (d) Elevations and project sections. (e) Tabulation of areas/uses. (f) Elevations of major public spaces. (g) Graphics and signage plans, together with schedules and samples or manufacturer's literature. (h) Lighting schedules with samples of manufacturer's literature for exterior lighting and lighting on building exteriors. Lighting locations are to be shown on landscape plans and elevations. 302.4 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 and submit to the City 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"). 302.5 City Review and Approval Under this Agreement. The City shall, under this Agreement and in addition to those police powers held by the City, have the right to review and approve the Basic Concept Drawings in its sole and absolute discretion. The City shall have the right to review any and all aspects of and reasonably approve or disapprove the Design Development Drawings and the Construction Drawings. The Developer acknowledges and agrees that the City is entitled to approve or disapprove the Basic Concept Drawings and Design Development Drawings in order to promote a high level of design which will impact the development of property surrounding the Site, and to provide an environment for the social, economic and psychological growth and well- being of the citizens of the City. The Developer shall not be entitled to any monetary damages or compensation as a result of the City's disapproval or failure to approve or disapprove the Basic Concept Drawings, the Design Development Drawings, or the Construction Drawings. 302.6 Standards for Disapproval. As a matter of contract under this Agreement, the City shall have the right to disapprove the Basic Concept Drawings in its sole and absolute discretion. The City shall have the right to disapprove in its reasonable discretion any of the Design 19 Development Drawings if (a) the Design Development Drawings do not conform to the approved Basic Concept Drawings, or (b) the Design Development Drawings do not conform to this Agreement, or (c) the Design Development Drawings are incomplete. The City shall have the right to disapprove in its reasonable discretion any of the Construction Drawings if (a) the Construction Drawings do not conform to the approved Design Development Drawings, or (b) the Construction Drawings do not conform to the Scope of Development or this Agreement, or (c) the Construction Drawings are incomplete. The City shall state in writing the reasons for disapproval within fifteen (15) days of such disapproval as stated herein. The Developer, upon receipt of a disapproval based upon powers reserved by the City hereunder, shall revise such portions and resubmit to the City by the time established therefor in the Schedule of Performance. The City acknowledges and agrees that the various Approved Product hotel chains have certain mandatory proprietary designs and design criteria which are required to be incorporated into the construction of their new hotels. 302.7 Consultation and Coordination. During the preparation of the Design Development Drawings, staff of the City and the Developer shall hold regular progress meetings to coordinate the preparation of, submission to, and review of the Design Development Drawings by 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 any documents to the City can receive prompt and thorough consideration. 302.8 Revisions. If the Developer desires to propose any exterior revisions to the City -approved Basic Concept Drawings or Design Development Drawings, it shall submit such proposed changes to the City, and shall also proceed in accordance with any and all State and local laws and regulations regarding such revisions, within the time frame set forth in the Schedule of Performance. At the sole discretion of the City, if any change in the basic uses of Parcel 1 is proposed in the Basic Concept Drawings or Design Development Drawings from the basic uses of Parcel 1 as provided for in this Agreement, then the City's approval of such proposed changes may be conditioned upon re -negotiation of any or all terms and conditions of this Agreement, including without limitation, the economic terms of the Agreement. If the Basic Concept Drawings or Design Development Drawings, as modified by the proposed change, generally and substantially conform to the requirements of this Section 302 of this Agreement, the Director shall review the proposed change and notify the Developer in writing within thirty (30) days after submission to the City as to whether the proposed change is approved or disapproved. The Director is authorized to approve changes to the City -approved Basic Concept Drawings and Design Development Drawings provided such changes (1) do not significantly reduce the cost of the proposed development below the Minimum Required Cost; (2) do not reduce the quality of materials to be used; (3) do not reduce the number of stories below twelve (12) or number of rooms of the Hotel below three hundred twenty (320); and (4) do not reduce the imaginative and unique qualities of the project design. Any and all change orders or revisions required by the City and its inspectors which are required under the City Code, including without limitation all 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. 302.9 Defects in Plans. The City shall not be responsible either to the Developer or to third parties in any way for any defects in the Basic Concept Drawings, the Design Development Drawings, or the Construction Drawings nor for any structural or other defects in any work done according to the approved Basic Concept Drawings, Design Development Drawings, or Construction Drawings, nor for any delays reasonably caused by the review and approval processes established by 20 this Section 302. The Developer shall hold harmless, indemnify and defend the City and its officers, employees, agents and representatives from and against any claims, suits for damages to property or injuries to persons arising out of or in any way relating to defects in the Basic Concept Drawings, the Design Development Drawings, or the Construction Drawings, including without limitation the violation of any laws, and for defects in any work done according to the approved Basic Concept Drawings, Design Development Drawings or Construction Drawings. 302.10 Use of Architectural Plans. The City shall not have the right to use any Basic Concept Drawings or Design Development Drawings which are submitted to the City by the Developer pursuant to this Section 302, nor shall the City confer any rights to use such architectural plans to any person or entity. 303. Land Use Approvals. Before commencement of construction of the Developer Improvements or other works of improvement upon the Site, Developer shall secure or cause to be secured any and all land use and other entitlements, permits and approvals which may be required for the Developer Improvements. The Developer shall, without limitation, apply for and secure, all permits and fees required by the City, and other governmental agencies with jurisdiction over the Developer Improvements. 304. Schedule of Performance. The Developer shall submit all Basic Concept Drawings, Design Development Drawings, and Construction Drawings, and shall commence and use reasonable efforts and diligence to complete all construction of the Developer Improvements, and satisfy all other obligations and conditions of this Agreement, within the times established therefor in the Schedule of Performance. 305. Cost of Construction. All of the cost of planning, designing, developing and constructing all of the Developer Improvements, including without limitation fees, permits, site preparation and grading shall be borne solely by the Developer. 306. Insurance Requirements. 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 "A:VI" 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 Indemnitees are named as additional insureds with the Developer. Developer shall furnish a certificate of insurance to the City prior to the Close of Escrow, 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: (a) Include an endorsement naming the Indemnitees 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 thirty (30) days before any expiration, cancellation, nonrenewal, reduction in coverage, increase in deductible, or other material modification of such policy or policies, 21 and shall be notified not less than ten (10) days after any event of nonpayment of premium; provided, however, if such endorsement or rider is not available from Developer's insurance carrier, then the certificate of insurance shall provide that should the policy be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. 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 to the extent applicable as a matter of law 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. 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 less 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; provided, however, if such endorsement or rider is not available from Developer's insurance carrier, then the certificate of insurance shall provide that should the policy be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. 307. Developer's Indemnities. The Developer shall defend, indemnify, assume all responsibility for, and hold the Indemnitees, harmless from all claims, demands, damages, defense costs or liability for any damages to property or injuries to persons, including accidental death (including reasonable attorneys' fees and costs), which may be caused by any acts or omissions of the Developer under this Agreement and/or with respect to the development, ownership and/or operation of the Project by the Developer, whether such activities or performance thereof be by the Developer or by anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination or expiration of this Agreement. Notwithstanding the foregoing, the Developer shall not be liable for property damage or bodily injury to the extent caused by the sole active negligence or willful misconduct of the Indemnitees. This indemnity shall survive the termination, expiration, invalidation or performance in full or in part of this Agreement, and, without limiting the foregoing, shall survive the Closing. The City and Developer acknowledge and agree that the indemnity obligations set forth in this Section 307 shall not apply to any Environmental Liabilities and that such Environmental Liabilities shall be governed solely by Section 208.5.2 hereof. 308. Rights of Access. Following the Close of Escrow, and prior to the issuance of the Release of Construction Covenants (as specified in Section 310 of this Agreement), for purposes of assuring compliance with this Agreement, and without limitation as to the City and City employees engaged in planning and building functions, representatives of the City, upon at least 24 hours' notice to Developer or its onsite construction manager, or in case of an emergency, without notice, shall have 22 the right of access to the Site, 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 Project, so long as City representatives comply with all safety rules and do not in any way interfere with the work or attempt to give instructions or directions to any contractors or workers. 309. Compliance With Laws. The Developer shall carry out the design, construction and operation of the Project in conformity with all Governmental Requirements. 309.1 Liens and Stop Notices. Prior to the issuance of Release of Construction Covenants for the Developer Improvements, the Developer shall not allow to be placed on the Site or any part thereof any lien or stop notice except for liens to secure financing approved pursuant to Section 311 hereof. If a claim of a lien or stop notice is given or recorded affecting the Site or the Project, except as set forth above, the Developer shall within thirty (30) days of such recording or service or within five (5) days of the City's demand, whichever first occurs: (a) pay and discharge the same; or (b) affect the release thereof by recording and delivering to the City a statutory surety bond in sufficient form and amount, or otherwise; or (c) cause the Title Company to issue an updated title policy, dated as of the date of the Release of Construction Covenants, which Title Policy does not include such claim as an exception to title to the Site or the Project; or (d) provide the City with other assurance which the City deems, in its sole and absolute discretion, to be satisfactory for the payment or discharge of such lien or bonded stop notice and for the full and continuous protection of City from the effect of such lien or bonded stop notice. 310. Release of Construction Covenants. Promptly after completion of construction of the Developer Improvements or any portion thereof as confirmed by the Director to be in conformity with this Agreement, the City shall deliver to the Developer and/or its permitted successors or assigns a Release of Construction Covenants executed and acknowledged by City. The City shall not unreasonably withhold such Release of Construction Covenants. Following the issuance of a Release of Construction Covenants, any party then or thereafter owning, purchasing, leasing or otherwise acquiring any interest in Parcel 1 and/or the Developer Improvements shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement with respect to any obligation to construct the Developer Improvements. If the City refuses or fails to furnish a Release of Construction Covenants in accordance with the preceding paragraph, and after written request from the Developer, the City shall, within fifteen (15) days after receipt of such written request therefor, provide the Developer with a written statement of the reasons the City refused or failed to furnish the Release of Construction Covenants. The statement shall also contain the City's opinion of the actions the Developer must take to obtain the Release of Construction Covenants. Even if the City shall have failed to provide such written statement within such fifteen (15) day period, the Developer shall not be deemed entitled to the Release of Construction Covenants unless the Developer, upon expiration of such fifteen (15) day period provides City with a written demand that the City furnish such Release of Construction Covenants as to the 23 Developer Improvements, or provide a written statement as to the basis for denial thereof (a "Developer Notice"), which Developer Notice sets forth the terms of this Section 310 in full, and the City fails to either furnish such Release of Construction Covenants, provide a written explanation of the denial thereof, with fifteen (15) days following City's receipt of the Developer Notice, in which case the Developer shall be entitled to a Release of Construction Covenants. The Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the Developer Improvements, or any part thereof. The Release of Construction Covenants is not a notice of completion as referred to in Section 8182 of the California Civil Code. 311. Financing of the Project. 311.1 Approval of Construction Financing. As required herein and as a City Condition Precedent to the Closing, Developer shall submit to City the Proof of Financing Commitments. The Proof of Financing Commitments shall include the following: (a) a copy of a legally binding, firm and enforceable loan commitment(s) obtained by Developer from one or more financial institutions for the mortgage loan or loans for financing to fund the construction, completion of the Developer Improvements, subject to the specific requirements described above and otherwise subject to such lenders' customary and normal conditions and terms, and/or (b) a certification from the chief financial officer or manager (of a limited liability company) of Developer that Developer has sufficient funds for the acquisition of the Site and the funding of such construction, and that such funds have been committed to such construction, and/or other documentation satisfactory to the City as evidence of other sources of capital sufficient to demonstrate that Developer has adequate funds to cover the difference between the total cost of the acquisition of the Site and construction and completion of the Developer Improvements, less financing but including required debt service payments. The Director shall reasonably approve or disapprove the Proof of Financing Commitments, as submitted, within thirty (30) days of receipt thereof. If City shall disapprove any such Evidence of Financing, City shall do so by Notice to Developer stating the reasons for such disapproval and Developer shall endeavor to promptly obtain and submit to City new Proof of Financing Commitments. Any material and adverse changes to the terms of the Construction Financing or financing for the acquisition of the Site from the approved Proof of Financing Commitments shall be subject to the City written approval. Developer shall close the approved Construction Financing prior to or concurrently with the Closing. 311.2 No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease - Back for Development. Mortgages, deeds of trust and sales and lease -backs shall be permitted before the completion of the Developer Improvements only with the Director's prior written approval, which shall not be unreasonably withheld, conditioned or delayed in accordance with Section 311.1 above, and only for the purpose of securing loans of funds to be used for financing the acquisition, construction and operation of the Site and/or the Developer Improvements (including architecture, engineering, legal, Construction Period carrying costs such as property taxes, insurance and interest, and related direct costs as well as indirect costs), permanent financing, and refinancing and any other purposes necessary and appropriate in connection with development under this Agreement and operation of the Project. In no event, however, shall the amount or amounts of indebtedness secured by mortgages or deeds of trust on the Site prior to completion of the Developer Improvements exceed the projected cost 24 of developing the Developer Improvements, as evidenced by a pro forma and a construction contract which have been delivered to the Director prior to the Director's approval of such financing, setting forth such costs, unless the written approval of the Director is first obtained. The Developer shall notify the Director in advance of any mortgage, deed of trust or sale and lease -back financing, if the Developer proposes to enter into the same before completion of the construction of the Developer Improvements. The words "mortgage" and "trust deed" as used hereinafter shall include sale and lease- back. Notwithstanding the foregoing, Developer shall have the right to record or cause to be recorded a memorandum of lease for any lease approved by the City or otherwise permitted under this Agreement. 311.3 Holder Not Obligated to Construct Developer Improvements. The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct, complete, or operate the Developer Improvements or any portion thereof, or to guarantee such construction, completion or operation; 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 permit or authorize any such holder to devote the Site to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 311.4 Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure. Whenever the City may deliver any notice or demand to Developer with respect to any breach or default by the Developer under this Agreement, the City shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement and approved by the City a copy of such notice or demand; provided that the failure to notify any holder of record shall not vitiate or affect the effectiveness of notice to the Developer. Each such holder shall (insofar as the rights granted by the City are concerned) have the right, at its option, within thirty (30) days after the receipt of the notice, to cure or remedy or commence to cure or remedy such default or to the extent such default cannot be cured or remedied within such thirty (30) day period, to thereafter to pursue with due diligence the cure or remedy of any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage or deed of trust. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Project, or any portion thereof (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed the Developer's obligations to the City by written agreement satisfactory to the City. The holder, in that event, must agree to complete, in the manner provided in this Agreement, the improvements to which the lien or title of such holder relates. Any such holder properly completing such improvement 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 thirty (30) day time limit set forth above for commencing to cure or remedy a Developer default which requires title and/or possession of the Site (or portion thereof) if and to the extent any such holder has within such thirty (30) day period commenced proceedings to obtain title and/or possession and thereafter the holder diligently pursues such proceedings to completion and thereafter cures or remedies the default. 311.5 Failure of Holder to Complete Project. In any case where, thirty (30) days after the holder of any mortgage or deed of trust creating a lien or encumbrance upon the Site or any part thereof receives a notice from City of a Default by the Developer in completion of construction of any of the Developer Improvements under this Agreement, and such holder is not vested with ownership of the Site and has not exercised the option to construct as set forth in Section 311, or if it has exercised the option but has defaulted hereunder and failed to timely cure such default, the City R may (but shall not be obligated to) 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 Site or any part thereof has vested in the holder, the City, if it so desires, shall be entitled to a conveyance from the holder to the City of so much of the Site as has vested in such holder 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 attorneys' 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 Site or part thereof; (d) The costs of any improvements made by such holder; (e) An amount equivalent to the interest that would have accrued at the rate(s) specified in the holder's loan documents 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 City; (f) Any customary prepayment charges imposed by the lender pursuant to its loan documents and agreed to by the Developer; and (g) Any or all other amounts, costs and/or expenses payable to the holder under the holder's loan documents approved pursuant to Section 311.1 above. The City's right to such conveyance shall expire if. (i) City fails to notify the holder in writing within thirty (30) days after City receives written notice from the holder that such holder has obtained ownership of the Site, or (ii) within sixty (60) days after the City receives written notice from the holder that such holder has obtained ownership of the Site (or portion thereof), the City nevertheless fails to tender full payment for the Site. All of the foregoing rights and protections of the holder as set forth in this Section 311.5 shall also apply and be available to any Developer (other than an entity in which any interest is held by the Developer, or a Related Entity) pursuant to foreclosure or deed in lieu of foreclosure of the mortgage or deed of trust. 311.6 Right of the City to Cure Mortgage or Deed of Trust Default. In the event of a mortgage or deed of trust default or breach by the Developer prior to the completion of the construction of the Developer Improvements or any part thereof, Developer shall immediately deliver to City a copy of any mortgage holder's notice of default. If the holder of any mortgage or deed of trust has not exercised its option to construct, the City shall have the right but no obligation to cure the default within ten (10) days following the expiration of the Developer's cure period under this Agreement (or, if the nature of the Developer's obligation is such that it reasonably requires more than ten (10) days to cure, commence to cure with such ten (10) day period and diligently prosecute such cure to completion). In such event, the City shall be entitled to reimbursement from the Developer of all reasonable and proper costs and expenses incurred by the City in curing such default. The City AM shall also be entitled to a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be junior and subordinate to the mortgages or deeds of trust permitted pursuant to this Section 311. 312. Taxes and Assessments. Following the Closing, the Developer shall pay prior to delinquency all ad valorem real estate taxes and assessments on the Site which accrue subsequent to the Closing. The Developer shall remove or have removed any levy or attachment made on any of the Site or any part thereof, or assure the satisfaction thereof within a reasonable time. 400. COVENANTS, RESTRICTIONS AND OTHER OBLIGATIONS 401. Construction, Use, Operating, Maintenance and Restrictive Covenants. (a) Construction Covenant. Subject to extensions of the time periods for Developer's performance set forth in Section 602 below, Developer shall cause the completion of the Developer Improvements by the dates set forth therefor in the Schedule of Performance. Developer shall cause all steps necessary, by Developer, its contractors and subcontractors, to accomplish the allocation to City of sales and use taxes related to the jobsite as more fully set forth in the Local Sales and Use Tax Materials. This Agreement, including without limitation this subsection (a) of Section 401, shall not be deemed to obligate Developer to construct any improvements on Parcel 2; however, if Developer undertakes any improvements to Parcel 2, such improvements shall be undertaken only with City approvals with the City acting under its police powers, with no financial contribution or participation by the City, and with such improvements being accomplished in accordance with all applicable Governmental Requirements. (b) Use Covenants. Developer covenants and agrees for itself, its successors, assigns, and every successor in interest to Parcel 1 or any part thereof, that upon the Closing and during construction, operation, and thereafter throughout the Use and Maintenance Covenant Period, the Developer shall devote Parcel 1 to the uses specified in this Agreement for the periods of time specified therein. All uses conducted on the Site, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the City Code. The foregoing covenants shall run with the land. (c) Maintenance Covenants. Commencing as of the recording of the Grant Deed and continuing until the last day of the Use and Maintenance Covenant Period, the Developer shall maintain the Site and all improvements thereon, including all landscaping, in full compliance with the terms of all applicable provisions of the City Code, and in compliance with industry standards for an Approved Product. Without limiting the forgoing, the Developer shall specifically maintain the Site and all improvements thereon, including lighting and signage, in good condition, free of debris, waste and graffiti and in accordance with the "Maintenance Standards" hereinafter defined. Such Maintenance Standards shall apply to all buildings, signage, lighting, landscaping, irrigation of landscaping, architectural elements identifying the Site and any and all other improvements on the Site. To accomplish the maintenance, Developer shall either staff or contract with and hire qualified personnel to perform the maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Agreement. 27 The following maintenance standards (the "Maintenance Standards") shall be complied with by Developer and its maintenance staff, contractors or subcontractors, in addition to any requirements or restrictions imposed by the City: (i) All improvements to the Site shall be maintained in conformance and in compliance with the reasonable commercial development maintenance standards for similar first quality hotels in California, including but not limited to: painting and cleaning of all exterior surfaces and other exterior facades comprising all private improvements and public improvements to the curbline. (ii) Landscape maintenance shall include, but not be limited to: watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees. (iii) Clean-up maintenance shall include, but not be limited to: maintenance of all sidewalks, paths and other paved areas in clean and weed -free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. (iv) Upon notification of any maintenance deficiency, Developer shall have thirty (30) days within which to correct, remedy or cure the deficiency. If the written notification states the problem is graffiti or is urgent relating to the public health and safety of the City, then Developer shall have forty-eight (48) hours to rectify the problem. 402. Nondiscrimination in the Use and Operation of the Site. The Developer covenants by and for itself and any successors in interest to all or any portion of the Site 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 sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Site, 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 Site. The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental, sale or lease of the Site on any of the bases listed above. All such deeds, leases or contracts 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 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 28 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." (b) 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 (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." (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 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." 403. Nondiscrimination in Employment. Developer certifies and agrees that all persons employed or applying for employment by it, its affiliates, subsidiaries, or holding companies, and all subcontractors, bidders and vendors, 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. Section 2000, et seq., the Federal Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 621, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b, et seq., 42 U.S.C. Section 1981, the California Fair Employment and Housing Act, Cal. Government Code Section 12900, et seq., the California Equal Pay Law, Cal. Labor Code Section 1197.5, Cal. Government Code Section 11135, the Americans with Disabilities Act, 42 U.S.C. Section 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. 404. Effect of Violation of the Terms and Provisions of this Agreement. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in their own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants 3M running with the land have been provided, without regard to whether the City has been, remains or is owner of any land or interest therein in the Site or in the Project. The City shall have the right, if the Agreement or covenants are 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 and to avail themselves of the rights granted herein to which it may be entitled. The covenants contained in this Agreement shall remain in effect for the periods described herein, including the following: (a) The releases, indemnities and covenants set forth in Sections 208.5.2 and 307 shall remain in effect until the fifth (5th) anniversary of the recording of the Grant Deed. (b) The covenants in Section 309 with respect to compliance with laws shall remain in effect for the Use and Maintenance Covenant Period. (c) The covenants pertaining to use and maintenance of the Site which are set forth in Section 401 shall remain in effect for the Use and Maintenance Covenant Period. (d) The Covenants which are set forth in Section 401 shall remain in effect in accordance with the terms set forth therein. (e) The covenants against discrimination, as set forth in Section 402 and 403, shall remain in effect in perpetuity. (f) Provisions of documents recorded pursuant to this Agreement shall remain in effect according to their terms. (g) Provisions of this Agreement which affirmatively set forth times as to which they are to remain effective shall remain effective according to the terms of those provisions. 500. DEFAULTS AND REMEDIES 501. Default Remedies. Subject to the extensions of time set forth in Section 602 of this Agreement, failure by either party to perform any action or covenant required by this Agreement within the time periods provided herein following Notice and failure to cure as described hereafter, constitutes a "Default" under this Agreement. A party claiming a Default shall give written Notice of Default to the other party specifying the Default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, and the other party shall not be in Default if such party within thirty (30) days from receipt of such Notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. 502. Institution of Legal Actions. In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, and except as to a Default by Developer which occurs prior to the Closing which shall entitle City to the Liquidated Damages provided for in Section 201.2, either 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 purposes of this Agreement. Except as set forth in Section 201.2, specific performance shall be available as a remedy to the greatest extent legally allowable. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate municipal court in that county, or in the District of the United States Im District Court in which such county is located. In addition to the legal actions hereinafter described and without limitation as to such remedies that may be available at law or equity, upon a Default by the Developer under this Agreement after the Conveyances, the City may exercise those rights defined and described in Section 504. 503. Termination. 503.1 Termination by Developer Prior to Conveyance. In the event that prior to the Conveyances the Developer is not in Default of this Agreement but (i) the City is in Default in the performance of its obligations or in breach of a representation or warranty hereunder or (ii) one or more of the Developer Conditions Precedent has not been satisfied or waived by the Outside Date, then this Agreement may, at the option of the Developer, be terminated by written notice thereof to the City. In the event of such termination pursuant to (i) or (ii) above, the City shall return the Good Faith Deposit, and neither the City nor the Developer shall have any further rights or obligations under this Agreement except under the applicable provisions regarding damages contained in Section 504 and except for those provisions hereof which expressly survive the termination of the Agreement. 503.2 Termination by the City Prior to the Conveyance. In the event that prior to the Conveyances the City is not in Default of this Agreement and: (a) The Developer (or any successor in interest) assigns this Agreement or any rights thereon or in the Site in violation of this Agreement and such Default is not cured in accordance with Section 501; or (b) There is a change in the ownership of the Developer contrary to the provisions of Section 603.1 hereof and such Default is not cured in accordance with Section 501; or (c) The Developer does not submit certificates of insurance, construction plans, drawings and related documents as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor and such Default is not cured in accordance with Section 501; or (d) One or more of the City Conditions Precedent is not either satisfied or waived by the Outside Date; or (e) The Developer is otherwise in Default under this Agreement and such Default is not cured in accordance with Section 501; Then, this Agreement and any rights of the Developer or any assignee or transferee in the Agreement, shall, at the option of the City, be terminated by the City by written notice thereof to Developer, and the Good Faith Deposit shall be retained by the City. In the event of termination under this Section, neither party shall have any other rights against the other under this Agreement except as set forth in Section 201.2, and except for those provisions hereof which expressly survive the termination of the Agreement. 504. Specific Performance. The delineation of the parties' rights to terminate this Agreement prior to the Closing is not intended to limit either party from exercising any other remedy for such default provided under law or equity. Without limiting the generality of the foregoing statement, in the event of a Default by either party, the non -Defaulting party may exercise any right or 31 remedy available in law or equity, including, without limitation, the right to initiate an action for specific performance and to recover all damages proximately caused by such Default (except as limited in the event of City tennination pursuant to Section 503.2, in which the event City shall be limited to the liquidated damages set forth in Section 201.2). 505. Reentry and Revesting of Title in the City After the Closing and Prior to the Completion of Construction. Subject to Section 602, City has the right, at its election, to reenter and take possession of Parcel 1, with all improvements thereon, and terminate and revest in the City the estate conveyed to the Developer if after the Closing and prior to the issuance of the Release of Construction Covenants as to one hundred percent (100%) of the Developer Improvements, the Developer (or its successors in interest) shall: (a) fail to start the construction of the Developer Improvements as required by this Agreement for a period of sixty (60) days subject to Sections 301.1 and 602, after written notice thereof from the City; provided, however, with respect to the pad and any other buildings not leased by Developer prior to the Closing, such sixty (60) day period shall be extended for such time as reasonably necessary for Developer, exercising due diligence, to execute a lease with a tenant for such pad or building location, and for the Developer or such tenant to commence construction of such pad building; or (b) abandon or substantially suspend construction of the Developer Improvements required by this Agreement for a period of ninety (90) days, subject to Sections 301.1 and 602, after written notice thereof from the City; or (c) contrary to the provisions of Section 603 transfer or suffer any involuntary transfer in violation of this Agreement. Such right to reenter, terminate and revert shall be subject to and be limited by and shall not defeat, render invalid or limit: Any mortgage or deed of trust permitted by this Agreement; or 2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deeds of trust. The Parcel 1 Grant Deed shall contain appropriate reference and provision to give effect to the City's right as set forth in this Section, under specified circumstances prior to recordation of the Release of Construction Covenants, to reenter and take possession of Parcel 1, with all improvements thereon, and to terminate and revest in the City the estate conveyed to the Developer. Upon the revesting in the City of title to Parcel 1 as provided in this Section, the City shall, pursuant to its responsibilities under state law, use its reasonable efforts to resell Parcel 1 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 making or completing the Developer Improvements, or such improvements in their stead as shall be satisfactory to the City and in accordance with the uses specified for Parcel 1 or part thereof by this Agreement. The Developer acknowledges that there may be substantial delays experienced by the City if the City must remarket Parcel 1 following the revesting of Parcel 1 in the City. Upon such resale of Parcel 1, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering Parcel l which is permitted by this Agreement, shall be applied: 32 (i) First, to reimburse the City, on its own behalf, all reasonable costs and expenses incurred by the City, excluding City staff costs, but specifically including, without limitation, any expenditures by the City, in connection with the recapture, management and resale of Parcel 1 or part thereof (but less any income derived by the City from Parcel 1 or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to Parcel 1 or part thereof which the Developer has not paid, any payments made or necessary to be made to discharge any encumbrances or liens existing on Parcel 1 or part thereof 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 making or completion of the Developer Improvements or any part thereof on Parcel 1, or part thereof; 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) all costs and expenses incurred for the acquisition of Parcel 1 (including without limitation architectural fees, engineering fees, environmental reports, and studies, loan fees, legal fees, and consultant fees), plus (b) Developer Costs, less (c) any gains or income withdrawn or made by the Developer from Parcel 1 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 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 Parcel 1 to the Developer for development purposes, and not for speculation in land. The rights of the City pursuant to this Section shall be subordinate to the rights of the construction and permanent lender approved by the City. The rights and remedies of City are in addition to those other rights and remedies available to City under this Agreement. 506. Acceptance of Service of Process. In the event that any legal action is commenced by the Developer against the City, service of process on the City shall be made by personal service upon the Director or in such other manner as may be provided by law. In the event that any legal action is commenced by the City against the Developer, service of process on the Developer shall be made by personal service upon the Manager of Developer, whether made within or outside the State of California, or in such other manner as may be provided by law. 507. 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 party 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 the same default or any other default by the other party. 508. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any 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. 33 509. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 600. GENERAL PROVISIONS 601. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party under this Agreement must be in writing and may be given by any commercially acceptable means to the party to whom the Notice is directed at the address of the party as set forth below, or at any other address as that party may later designate by Notice. All notices or other communications required or permitted to be given pursuant to the provisions of this Agreement shall be in writing and shall be considered as properly given if delivered personally or sent by first class U.S. mail, postage prepaid, except that notice of a Default may be sent by certified mail, postage prepaid, return receipt requested, or by overnight express mail or by commercial courier service, charges prepaid. In addition, notices may be provided to a party by fax or electronic mail to any party who so states in a writing to the other party, including the email address and fax number to be used. Notices so sent shall be effective three (3) days after mailing, if mailed by first class mail, and otherwise upon receipt at the addresses set forth below. For purposes of notice, the addresses of the parties shall be: To City: Director of Community and Economic Development 201 South Anaheim Boulevard, 10th Floor Anaheim, California 92805 with a copy to: City of Anaheim 200 South Anaheim Boulevard Anaheim, California 92805 and a copy to: City of Anaheim Office of City Attorney 200 South Anaheim Boulevard, Suite 356 Anaheim, California 92805 and a copy to: Stradling, Yocca, Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Attention: Thomas P. Clark, Jr. To Developer: Greenlaw Anaheim Hotel, LLC c/o Greenlaw Partners, LLC 18301 Von Karman Avenue, Suite 250 Irvine, California 92612 Attention: Scott Murray and Rob Mitchell 34 with copy to: Cochran Law Group 18301 Von Karman Avenue, Suite 270 Irvine, California 92612 Attention: Thia Cochran, Esq. Any party may change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days' notice to the other party in the manner set forth hereinabove. The Developer shall forward to the City, without delay, any notices, letters or other communications delivered to the Site or to the Developer which could reasonably affect the ability of the Developer to perform its obligations to the City under this Agreement. 602. Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to: war; insurrection; acts of terrorism; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; adverse weather conditions; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other party; or acts or failures to act of the City or any other public or governmental agency or entity (except that the acts or failures to act or delay of the Successor Agency or City shall not excuse performance by the City). Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to 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 Director and Developer. Notwithstanding any provision of this Agreement to the contrary, (i) the lack of funding to complete the Developer Improvements, including without limitation the failure to obtain financing, or (ii) the failure to obtain approval for a Conforming Hotel with an Approved Product shall not constitute grounds of enforced delay pursuant to this Section 602. 603. Transfers of Interest in Site or Agreement. 603.1 Prohibition. The qualifications and identity of the Developer are of particular concern to the City. Furthermore, the parties acknowledge that the City has negotiated the terms of this Agreement in contemplation of the development and operation of the Project and the property tax, sales and use tax and transient occupancy tax revenues to be generated by the Project and the operation of the Project on the Site. Accordingly, for the period commencing upon the date of this Agreement and until the issuance by City of a Release or Releases of Construction Covenants for the Developer Improvements, no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement, nor shall the Developer make any total or partial sale, transfer, conveyance, assignment, subdivision, further encumbrance, refinancing or lease of the whole or any part of the Site or the Project thereon, nor shall any uses other than the Project be operated thereon, either in addition to or in replacement of the Project on the Site, nor shall the Developer make any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the Project being operated upon the Site (collectively referred to herein as a "Transfer"), without the prior written approval of the City, except as expressly set forth herein. As used herein, the term "Transfer" shall not include the sale or leasing of parcels, buildings or portions thereof to retail and/or commercial tenants or occupants as permitted under this Agreement. 35 603.2 Permitted Transfers or other Conveyances. Notwithstanding any other provision of this Agreement to the contrary, City approval of a Transfer or other conveyance shall not be required in connection with any of the following as listed under subsections (a), (b) and (c) ("Permitted Transfers"): (a) Any Transfer to an entity or entities in which Developer, or a Developer Affiliate, directly or indirectly retains a minimum of not less than fifty-one percent (51%) of the ownership or beneficial interest and retains management and control of the Transferee entity or entities, and the Project is operating on a continuous basis on the Site. (b) The conveyance or dedication of any portion of the Site to the City or other appropriate governmental agency, or the granting of easements or permits to facilitate construction or operation of the Project. (c) Any requested assignment for financing purposes permitted pursuant to this Agreement for which approval by the City has been obtained, including the grant of a mortgage or deed of trust or sale-leaseback to secure the funds necessary for construction and permanent financing of the Developer Improvements and, excepting therefrom any Transfer to any entity to which any interest is held by the Developer, a Related Entity, or the principals of Developer, the following in connection with such financing as shall have theretofore been approved by the City: (i) any Transfer to any person or entity pursuant to foreclosure or deed -in lieu of foreclosure of any such mortgage or deed of trust; (ii) any Transfer of the reversionary interest and estate of the lessor in any sale-leaseback; and (iii) any lease tennination by the lessor under the lease in a sale-leaseback due to default of the lessee thereunder. In the event of a Transfer by Developer not requiring the City's prior approval, Developer nevertheless agrees that at least thirty (30) days prior to such Transfer it shall give written notice to City of such Transfer. In the case of a Transfer pursuant to subparagraph (a) above, Developer agrees that at least thirty (30) days prior to such Transfer it shall provide satisfactory evidence that the Transferee has assumed or upon the effective date of Transfer will assume in writing through an assignment and assumption agreement in form reasonably acceptable to the City all of the obligations of the Developer under this Agreement which remain unperformed as of such Transfer or which arise from and after the date of Transfer. It is contemplated that an entity owned by Radisson will be the operator of the hotel. Such designation is subject to the prior written approval by City; City shall act reasonably in considering such a request. (d) In addition to the foregoing portion of this Section 603.2, in connection with a Transfer by Developer of all of Developer's interest under this Agreement with respect to Parcel 1 to BDC/Anaheim LLC, an Oregon limited liability company ("BDC/Anaheim"), and provided that as of the Conveyances, Walter Bowen shall (1) hold an ownership interest in Developer and (2) have managerial control of Developer, the City agrees to approve such transfer upon receiving reasonably satisfactory confirmation that: (i) BDC/Anaheim (in a form acceptable to City, acting through the City Manager) assumes all obligations of Developer under this Agreement with respect to Parcel 1 and agrees that all such obligations assumed by Developer shall be enforceable by City ("BDC/Anaheim Assignment Instrument"); (ii) Greenlaw Anaheim Hotel, LLC, executes an estoppel addressed to City in form reasonably acceptable to City (acting through the City Manager) stating that there are no defaults by Developer and no event has occurred which with the passage of 36 time would constitute a default by Developer ("Developer Assignment Estoppel"); and (iii) the assignee as to Parcel 1 executes an estoppel addressed to City in form reasonably acceptable to City (acting through the City Manager) stating that there are no defaults by Developer and no event has occurred which with the passage of time would constitute a default by Developer ("Developer Assignment Estoppel"); and (iv) as of the Conveyances, Walter Bowen shall (1) hold an ownership interest in Developer and (2) have managerial control of Developer. Developer or BDC/Anaheim may propose entering into a management agreement for the management of the Hotel; provided that such agreement shall be subject to the prior written approval of City (acting through the City Manager). For a Radisson Bin hotel, City will not object to Radisson acting as manager, subject to the satisfaction of the remaining portions of this subsection (d). Upon receipt of any proposed management agreement, BDC/Anaheim Assignment Instrument and the Developer Assignment Estoppel, City (acting through the City Manager) will promptly review such assignments. It is contemplated that the original Developer hereunder will assign and BDC/Anaheim will accept the assignment of all duties under this Agreement with respect to Parcel 1, with such assignment to be effective as of Closing and thereafter. It is further contemplated that no assignment to BDC/Anaheim will take place as to Parcel 2 and, as such, BDC/Anaheim shall not be responsible for performance by the Developer as to Parcel 2. 603.3 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Developer and its successors and assigns, including those acquiring such interest pursuant to a permitted Transfer. Whenever the term "Developer" is used in this Agreement, such term shall include any other permitted successors and assigns, including those acquiring such interest pursuant to a permitted Transfer, as herein provided. The Developer shall be liable for the performance of all of its covenants, obligations and undertakings herein set forth which accrue during the period of its ownership of the Site. 604. Non -Liability of Officials and Employees of the City to the Developer. No member, official, director, officer, agent, or employee of the Successor Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any Default or breach by the City or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement. 605. Relationship Between City and Developer. It is hereby acknowledged that the relationship between the City and the Developer is not that of a partnership or joint venture and that the City and the 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 Attachments hereto, the City shall have no rights, powers, duties or obligations with respect to the development, operations, maintenance or management of the Project. The Developer agrees to indemnify, hold harmless and defend the City from any claim made against the City arising from a claimed relationship of partnership or joint venture between the City and the Developer with respect to the development, operation, maintenance or management of the Site or the Project, except such claims arising from or caused by a representation by the City that such a relationship exists. 606. City Approvals and Actions. The City shall maintain authority of this Agreement and the authority to implement this Agreement through the Director (or his duly authorized representative). Whenever a reference is made herein to an action or approval to be undertaken by the City, the Director is authorized to act unless this Agreement specifically provides otherwise or the context or applicable laws should otherwise require. Upon obtaining the approval and approval of the City Attorney, the Director shall have the authority to issue interpretations, waive provisions, and/or enter into certain amendments of this Agreement on behalf of the City so long as such actions do not 37 materially or substantially change the uses or development permitted on the Site, or add to the costs incurred or to be incurred by the City as specified herein, and such interpretations, waivers and/or amendments may include extensions of time to perform as specified herein and in the Schedule of Performance and, to the extent allowable and consistent with the goals and objectives of the City pursuant to this Agreement, to reasonably accommodate requests of lenders. All other material and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the City Council. 607. Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. 608. Integration. This Agreement contains the entire understanding between the parties relating to the transaction contemplated by this Agreement, 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. 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 forty (40) pages, plus signature pages, and Attachment Nos. 1 through 11, each of which is incorporated herein. 609. Real Estate Brokerage Commission. The City and the Developer each represent and warrant to the other that no broker or finder is entitled to any commission or finder's fee in connection with the Developer's acquisition of the Site from the City. The parties agree to defend and hold harmless the other party from any claim to any such commission or fee from any broker, agent or finder with respect to this Agreement which is payable by such party. 610. Attorneys' Fees. In any action between the parties to interpret, enforce, reform, modify, or rescind, or otherwise in connection with any of the terms or provisions of this Agreement, each party shall pay its own costs and expenses including, without limitation, litigation costs, expert witness fees, attorneys' fees, and court costs. 611. 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 is to sections in this Agreement, unless expressly stated otherwise. 612. 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. When a reference is made to a section of this Agreement, such reference shall be deemed to include all subparts thereof. Wherever a reference is made to "days", such reference shall refer to calendar days unless otherwise expressly set forth. 613. No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement. 38 614. Modifications. Any 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 party. 615. Severability. 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. 616. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day (such 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. The term "holiday" shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time. 617. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of 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. 618. Time of Essence. Time is expressly made of the essence with respect to the performance by the City, the Developer of each and every obligation and condition of this Agreement. 619. Cooperation. Each party 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 carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements; provided that this Section 619 shall not apply to the City acting under its police power. 620. 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 personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. 621. Time for Acceptance of Agreement by City. This Agreement, when executed by the Developer and delivered to the City, must be approved by the City Council and/or Successor Agency on or before thirty (30) days after signing and delivery of this Agreement by the Developer or this Agreement shall be void, except to the extent that the Developer may consent in writing to an extension of time for the authorization, execution and delivery of this Agreement. [Signature block begins on page S -IJ 39 IN WITNESS WHEREOF, the parties hereto have signed this Disposition and Development Agreement as of the respective date set forth below. CITY: CITY OF ANAHEIM, a California municipal corporation and charter city Dated: , 20_ By: THERESA BASS, ACTING CITY CLERK Acting City Clerk APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Leonie Mulvihill Deputy City Attorney IV APPROVED AS TO FORM: Stradling Yocca Carlson & Rauth Successor Agency Special Counsel S-1 John E. Woodhead, IV, Director of Community and Economic Development DEVELOPER: GREENLAW ANAHEIM HOTEL, LLC, a California limited liability company By: Greenlaw Partners, LLC, a California limited liability company Its: Managing Member Dated: By: Name: Wilbur H. Smith, III Its: Principal S-2 ATTACHMENT NO. 1 SITE MAP PvR PAR,(,- a •r+ _+s t .iia B. f v f � .... N89'09'57"W 493.94' N78'44'07"W(R) SE'LY LINE PMB 131/1-2 j ( 7� & I 0. PfR PARCE-1 2 !4 9; g N! O� PARCEL NO. DD200224-01-01 INSY. NO. 2005000747424 ®.R ay zl\Z` sgti� q PARCEL 8 q� A 1.831 AC. y3. � I RS NO. 2 RS® 21412-6 � 1� LINE TABLE LINE BEARING LENGTH L1 S00'42'07'W 230.51' L2 S08'03'06"W 172.57' L3 577'43'59"W 85.50' CURVE TABLE CURVE I DELTA RADIUS LENGTH C1 1'39'52" 1432.50' 41.61' C2 23'09'32" 58.00' 23.44' C3 20'56'09" 92.00' 33.62' C4 3127'44" 1421.50' 85.90' C5 17'59'46" 550.00' 172.75' 5.A PARCEL A 1.454 AC. i51• NO. .L. i I :i�.+ � 3.u"726 ire �l�q ,ss O.R. 7. SaK �i1' ATTACHMENT NO. 1-1 PER R1 53' 1 I 1-1 - R/W PER R1 j VARIES ATTACHMENT NO.2 [RESERVED] ATTACHMENT NO. 2-1 ATTACHMENT NO.3 PARCEL 1 GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO AND SEND TAX STATEMENTS TO: , California ATTN: This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383. For valuable consideration, receipt of which is hereby acknowledged, A. The CITY OF ANAHEIM, a California municipal corporation and Charter City (the "City" or "Grantor"), hereby grants to [to come] ("Grantee"), the real property hereinafter referred to as "Parcel I", described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record described there. 1. Reservation of Mineral Rights. City excepts and reserves from the conveyance herein described all interest of the City in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than five hundred (500) feet below the surface, together with the right to drill into, through, and to use and occupy all parts of Parcel 1 lying more than five hundred (500) feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said Parcel 1 or other lands, but without, however, any right to use either the surface of Parcel 1 or any portion thereof within five hundred (500) feet of the surface for any purpose or purposes whatsoever, or to use Parcel 1 in such a manner as to create a disturbance to the use or enjoyment of Parcel 1. 2. Conveyance in Accordance with Disposition and Development Agreement. Parcel 1 is conveyed in accordance with and subject to that certain unrecorded agreement by and between City and Grantee entitled "Disposition and Development Agreement" dated as of May , 2018 (the "DDA"). A copy of the DDA is on file with the City as a public record. The DDA generally requires the Developer to construct the Developer Improvements, including a Conforming Hotel (as defined in the DDA), as more particularly described in the DDA. All terms used herein shall have the same meaning as those used in the DDA. 3. Nondiscrimination. The Developer herein covenants by and for itself, its 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 ATTACHMENT NO. 3-1 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 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 Developer shall refrain from restricting the rental, sale or lease of the premises herein conveyed on any of the bases listed above. All such deeds, leases or contracts 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 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 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." (b) 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 (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." (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 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." ATTACHMENT NO. 3-2 Grantee certifies and agrees that all persons employed or applying for employment by it, its affiliates, subsidiaries, or holding companies, and all subcontractors, bidders and vendors, 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. Section 2000, et seq., the Federal Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 621, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b, et seq., 42 U.S.C. Section 1981, the California Fair Employment and Housing Act, Cal. Government Code Section 12900, et seq., the California Equal Pay Law, Cal. Labor Code Section 1197.5, Cal. Government Code Section 11135, the Americans with Disabilities Act, 42 U.S.C. Section 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. The foregoing covenants as set forth in this Section 3 shall run with the land and remain in effect in perpetuity. 4. Construction Covenant. Subject to extensions of the time periods for Grantee's performance set forth in Section 602 of the DDA, Grantee shall cause the completion of the Developer Improvements by the dates set forth therefor in the Schedule of Performance. 5. Use Covenant. The Developer covenants and agrees for itself, its successors, assigns, and every successor in interest to Parcel 1 or any part thereof, that upon the Closing and during construction, operation, and thereafter, the Developer shall devote Parcel 1 to the uses specified in the DDA for the period of time commencing with the recording of this Grant Deed and continuing until the thirtieth (30th) anniversary of such recording (the "Use and Maintenance Covenant Period"). All uses conducted on Parcel 1, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the City Code. The foregoing covenants shall run with the land. 6. Maintenance Covenant. Commencing as of the Closing and continuing until the last day of the Use and Maintenance Covenant Period, Grantee hereby covenants and agrees to maintain Parcel 1; provided, however, nothing contained herein shall require any occupant of the Project to operate its business on Parcel 1. Without limiting the forgoing, the Grantee shall specifically maintain Parcel 1 and all improvements thereon, including lighting and signage, in good condition, free of debris, waste and graffiti and in accordance with the "Maintenance Standards" hereinafter defined. Such Maintenance Standards shall apply to all buildings, signage, lighting, landscaping, irrigation of landscaping, architectural elements identifying Parcel 1 and any and all other improvements on Parcel 1. To accomplish the maintenance, Grantee shall either staff or contract with and hire qualified personnel to perform the maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Agreement. The following maintenance standards (the "Maintenance Standards") shall be complied with by Grantee and its maintenance staff, contractors or subcontractors, in addition to any requirements or restrictions imposed by the City: (a) All improvements to Parcel 1 shall be maintained in conformance and in compliance with the reasonable commercial development maintenance standards for similar first ATTACHMENT NO. 3-3 quality hotels in California, including but not limited to: painting and cleaning of all exterior surfaces and other exterior facades comprising all private improvements and public improvements to the curbline. (b) Landscape maintenance shall include, but not be limited to: watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees. (c) Clean-up maintenance shall include, but not be limited to: maintenance of all sidewalks, paths and other paved areas in clean and weed -free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. (d) Upon notification of any maintenance deficiency, Grantee shall have thirty (30) days within which to correct, remedy or cure the deficiency. If the written notification states the problem is graffiti or is urgent relating to the public health and safety of the City, then Grantee shall have forty-eight (48) hours to rectify the problem. 7. Right of Reentry and Revesting. (a) The Grantor shall have the right at its election to reenter and take possession of Parcel 1 hereby conveyed with all improvements thereon and to terminate and revert in the Grantor Parcel 1 hereby conveyed to the Grantee if prior to the issuance of a Release of Construction Covenants as to all of Parcel 1, the Grantee (or its successors in interest) shall: (i) Fail to commence the construction of the Developer Improvements on Parcel 1 as required by the DDA for a period of sixty (60) days subject to Sections 301.1 and 602 of the DDA after written notice thereof from the Grantor; or (ii) Abandon or substantially suspend construction of the Developer Improvements for a period of ninety (90) days, subject to Sections 301.1 and 602 of the DDA after written notice thereof from the Grantor; or (iii) Contrary to the provisions of Section 603 of the DDA, Transfer, or suffer an involuntary Transfer of, Parcel 1, or any part thereof in violation of this Grant Deed. (b) The right to reenter, repossess, terminate and revest shall be subject to and be limited by and shall not defeat, render, invalid, or limit: (i) Any mortgage or deed of trust permitted by this Grant Deed or the DDA; or (ii) Any rights or interest provided for the protection of the holders or such mortgages of deeds of trust or other security interests. ATTACHMENT NO. 3-4 8. Effect of Release of Construction Covenants. Upon issuance of a Release of Construction Covenants for the Developer Improvements to be constructed upon Parcel 1, the City's right to reenter, terminate and revert shall terminate. The releases, indemnities and covenants set forth in Sections 208.5.2 and 307 of the DDA shall remain in effect until the fifth (5th) anniversary of the recording of this Grant Deed. 9. Protocol upon Revesting. In the event title to Parcel 1 or any part thereof is revested in the Grantor as provided in this paragraph 9, Grantor shall, pursuant to its responsibilities under state law, use its reasonable efforts to resell Parcel 1 as soon and in such manner as the Grantor shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan, 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 making or completing the Developer Improvements thereon, or such improvements in their stead as shall be satisfactory to the Grantor and in accordance with the uses specified for such Parcel 1 in the DDA. The Grantee acknowledges that there may be substantial delays experienced by the Grantor if the Grantor must remarket Parcel 1 following the revesting of Parcel 1 in the Grantor. Upon such resale of Parcel 1, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering Parcel 1 which is permitted by this Agreement, shall be applied: (a) First, to reimburse the Grantor, on its own behalf or on behalf of the City, all reasonable costs and expenses incurred by the Grantor, excluding staff costs, but specifically, including, without limitation, any expenditures by the Grantor or the City, in connection with the recapture, management and resale of Parcel 1 or part thereof (but less any income derived by the Grantor from Parcel 1 or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to Parcel 1 or part thereof which the Grantee has not paid, any payments made or necessary to be made to discharge any encumbrances or liens existing on Parcel 1 or part thereof at the time or revesting of title thereto in the Grantor, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Grantee, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the Developer Improvements or any part thereof on Parcel 1, or part thereof, and any amounts otherwise owing the Grantor, and in the event additional proceeds are thereafter available, then (b) Second, to reimburse the Grantee, its successor or transferee, up to the amount equal to the sum of (a) all costs and expenses incurred for the acquisition of Parcel 1 (including without limitation architectural fees, engineering fees, environmental reports and studies, loan fees, legal fees, and consultant fees), plus (b) Grantee's Costs, less (c) any gains or income withdrawn or made by the Grantee from Parcel 1 or the improvements thereon. (c) Any balance remaining after such reimbursements shall be retained by the Grantor as its property. 10. Covenants Run With Land. All covenants contained in this Grant Deed shall be covenants running with the land. 11. Covenants For Benefit of Grantor. All covenants contained in this Grant Deed without regard to technical classification or designation shall be binding for the benefit of Grantor, and such covenants shall run in favor of Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether Grantor is or remains an owner of any land or interest therein to which such covenants relate. Grantor, in the event of any breach of any such covenants, ATTACHMENT NO. 3-5 shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 12. Construction Against Forfeiture. To the extent that the right of reverter as set forth in this Grant Deed involves a forfeiture, it must be strictly interpreted against the Grantor, the party for whose benefit it is created. This right is to be interpreted in light of the fact that the Grantor hereby conveys Parcel 1 to the Grantee for development and operation of a hotel and associated facilities more particularly described in the DDA, and not for speculation in land. 13. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any 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 Parcel 1 shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 14. Grantee and Successors Bound. 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 provided in the DDA or this Grant Deed. 15. Benefit of Grantor. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and their respective successors and assigns. Such covenants shall be covenants running with the land in favor of the Grantor, and their 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 any 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 law or suits in equity or other proper proceedings to enforce the curing of such breach. ATTACHMENT NO. 3-6 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 CITY OF ANAHEIM, a California municipal corporation and charter city M. Its: ATTEST: THERESA BASS, ACTING CITY CLERK "GRANTOR" The undersigned Grantee accepts title subject to the covenants hereinabove set forth. [GREENLAW ANAHEIM HOTEL, LLC, a California limited liability company] [By: Greenlaw Partners, LLC, a California limited liability company Its: Managing Member] [By: Name: Its: Wilbur H. Smith, III Principal] "GRANTEE" ATTACHMENT NO. 3-7 LEGAL DESCRIPTION OF PARCEL 1 PARCEL 1: BEING THAT CERTAIN PARCEL OF LAND IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED IN A GRANT DEED TO THE CITY OF ANAHEIM REDEVELOPMENT AGENCY RECORDED XX/XX/2018 AS INSTRUMENT NO. 2018-xxxxxx OF OFFICIAL RECORDS OF SAID COUNTY, TOGETHER WITHIN THAT CERTAIN PARCEL OF LAND DESCRIBED IN A GRANT DEED TO THE ANAHEIM REDEVELOPMENT AGENCY RECORDED SEPTEMBER 21, 2005 AS INSTRUMENT NO. 2005000747424 OF OFFICIAL RECORDS OF SAID COUNTY; EXCEPTING THEREFROM A PORTION OF THE LAND DESCRIBED IN SAID GRANT DEED TO THE CITY OF ANAHEIM REDEVELOPMENT AGENCY RECORDED XX/XX/2018 AS INSTRUMENT NO. 2018-XXXXXX OF OFFICIAL RECORDS OF SAID COUNTY LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE; COMMENCING AT A POINT ON THE SOUTH LINE OF PARCEL 1 PER MAP FILED IN BOOK 131, PAGES 1 AND 2, OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE SHOWN AS COURSE #10 AND HAVING A BEARING AND DISTANCE OF "NORTH 44" 19'02" WEST 83.32 FEET" IN SAID GRANT DEED TO THE ANAHEIM REDEVELOPMENT AGENCY RECORDED SEPTEMBER 21, 2005 AS INSTRUMENT NO. 2005000747424 OF OFFICIAL RECORDS OF SAID COUNTY AND SHOWN ON RECORD OF SURVEY NO. 2005-1187 FILED IN BOOK 214 PAGES 2 THROUGH 6, INCLUSIVE, OF RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE OF PARCEL 1 SOUTH 89"09'57" EAST A DISTANCE OF 493.94' TO THE SOUTHEAST CORNER OF SAID PARCEL 1, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE ALONG THE EASTERLY PROLONGATION OF SAID SOUTHERLY LINE OF PARCEL 1 SOUTH 89"09'57" EAST A DISTANCE OF 60.87' TO A POINT ON THE EASTERLY LINE OF THE LAND DESCRIBED IN SAID GRANT DEED TO THE CITY OF ANAHEIM REDEVELOPMENT AGENCY RECORDED XX/XX/2018 AS INSTRUMENT NO.2018-XXXXXX OF OFFICIAL RECORDS. CONTAINING 3.187 ACRES, MORE OF LESS THE DISTANCES DESCRIBED HEREON ARE GRID. TO OBTAIN GROUND DISTANCES MULTIPLY THE GRID DISTANCE BY 1.00002052. EXHIBIT A TO ATTACHMENT NO. 3-8 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 ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) 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, 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 ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Number Of Pages Date Of Documents Signer(s) Other Than Named Above -0-0 M-65lU1WI L 11KI! SCHEDULE OF PERFORMANCE For the purposes of this Schedule of Performance, the "Date of Agreement" is May _, 2018. The Director may extend by not more than three hundred sixty-five (365) days the time under this Schedule of Performance by which any obligation of Developer shall be performed as all such extensions are aggregated. I. GENERAL PROVISIONS 1. Execution of Agreement by the City. The Within ten (10) days after the approval of the City shall execute this Agreement, and if Agreement by City Council following receipt by approved, shall deliver two (2) executed City of three (3) copies executed by Developer. copies thereof to the Developer. 2. Submission of Basic Concept Drawings. Completed. Developer submits Basic Concept Drawings to City. 3. City Approval or Disapproval of Basic Completed. Concept Drawings. City shall review the Basic Concept Drawings and approve or disapprove same. 4. Resubmission of Basic Concept Drawings. Completed. Developer shall resubmit revised Basic Concept Drawings in response to a disapproval or conditional approval by City. 5. Submission of Design Development Completed. Drawings for the Project. The Developer shall prepare and submit to the City, complete Design Development Drawings. 6. Review of Design Development Drawings On or before the Date of Agreement. and Approval or Disapproval Thereof. The Community Development Department shall consider and approve or disapprove the Design Development Drawings. 7. Submission of Land Use Application for Completed. the Project. The Developer shall prepare and submit to the City a complete Land Use Application. ATTACHMENT NO. 4-1 8. Review of Land Use Application and Not later than the Date of Agreement. Approval or Disapproval Thereof. The Planning Commission shall consider and approve or disapprove the Land Use Application. 9. [Reserved] II. CONSTRUCTION DRAWINGS AND GRADING PLANS 10. Submission of Complete Construction a) As to the Grading Plans, not later than Drawings and Grading Plans. Developer May 30, 2018. shall submit to the Building/Engineering Department complete Construction Drawings b) As to the Parking Improvements: within and Grading Plans. forty-five (45) days after Land Use approval by the Planning Commission subject to extension in the event of appeal. 11. Approval of Complete Construction Drawings. The Building Department shall approve or disapprove the revisions submitted by the Developer, and Developer shall be ready to obtain building permits, provided that the revisions necessary to accommodate the Building Department's comments have been made. III. FINANCING C) As to the Remaining Improvements: not later than August 30, 2018. Prior to commencement of construction. The Building Department will act in its official capacity but is under no obligation to complete its work by any particular time. 12. Proof of Financing Commitments Not later than ten (10) days prior to the Closing Developer shall submit Proof of Financing Date. Commitments for all of the Developer Improvements to City. IV. CONVEYANCE 13. Opening of Escrow. The City shall open anI Within five (5) days of the Date of Agreement. Escrow with an Escrow Agent. 14. Conditions Precedent. Developer and City No later than the Outside Date. satisfy all of their respective pre-closing conditions. ATTACHMENT NO. 4-2 V. CONSTRUCTION 16. Issuance of Grading Permit and Issuance a) Grading Permit: within thirty (30) days 15. Close of Escrow for the Conveyances. City conveys the Site by means of the Parcel 1 Deed and the Parcel 2 Deed. No later than the Outside Date. V. CONSTRUCTION 16. Issuance of Grading Permit and Issuance a) Grading Permit: within thirty (30) days of Building Permits for all of the following the Close of Escrow. Developer Improvements. Developer shall obtain building permits from the Building b) As to the Parking Improvements: within Department for all of the Developer one hundred twenty (120) days after Improvements. Close of Escrow. Permits must be ready to issue prior to the Close of Escrow. C) As to the Remaining Improvements: not later than November 15, 2018. 17. Commencement of Construction. a) Grading: within forty (40) days after the Developer shall commence grading of the Close of Escrow. Site and construction of the Developer Improvements. b) As to the Parking Improvements: on or before November 1, 2018. C) As to the Remaining Improvements: on or before December 17, 2018. 18. Completion of Construction. Developer On or before October 30, 2020. shall complete construction of all of the Developer Improvements. 19. Opening Date. A Conforming Hotel shall A Conforming Hotel shall open for business to open for business upon Parcel 1. the public within ninety (90) days after the completion of construction but not later than January 1, 2021. ATTACHMENT NO. 4-3 ATTACHMENT NO. 5 SCOPE OF DEVELOPMENT �Yllu luI\:i'1 This document presents general requirements for construction of the Developer Improvements by the Developer on the Site and within the adjacent public rights-of-way. Detailed requirements will be addressed with the submittal and approval of the Basic Concept Drawings, the Design Development Drawings, Construction Drawings, and other construction plans and documents. The construction of the Developer Improvements shall comply with all such approvals. In the event of any inconsistency between this Scope of Development and the approved Basic Concept Drawings, Design Development Drawings and the Construction Drawings (the "Approved Plans"), the Approved Plans shall govern. H. DEVELOPER IMPROVEMENTS A. Site Description The Site consists of approximately 3.29 acres of real property located at the northeast corner of the I-5 freeway and Anaheim Boulevard. B. Developer Improvements The following shall be the sole financial responsibility of the Developer, unless specifically noted otherwise: 1. All of the Developer Improvements in accordance with the Agreement, the Basic Concept Drawings and Design Development Drawings, approved Site Plan and the approved Construction Drawings. The Developer Improvements shall include one Conforming Hotel Facility with daily linen service and a 24 -hour -a -day staffed front desk with a pool, indoor exercise facility, central lobby area and porte cochere, and required parking and landscaping improvements, subject to the City's entitlement process. The cost of the above shall be not less than the Minimum Required Cost. The Conforming Hotel Facility shall be an Approved Product operated by an Approved Operator. In addition, the hotel shall consist of not less than three hundred twenty (320) rooms, and shall consist of twelve (12) floors. Included with the hotel shall be a multi -story stand-alone parking structure including approximately three hundred forty-one (34 1 ) parking spaces (the "Parking Improvements"), as well as ancillary retail and restaurant facilities. The Developer Improvements shall also consist of the setback and parking area landscaping, lighting and signage. The Conforming Hotel Facility shall be constructed on Parcel 1. 2. All public improvements from the back of the curb face, including sidewalks, driveways, street lights, signs, parkway landscape. The Developer Improvements shall be deemed to include all on-site and off -Developer Improvements required for the Project as described in the Improvement Plans, including but not limited to (i) all on-site and off-site improvements described in the Improvement Plans, (ii) the installation of utilities (gas, water, electric, cable, telephone, fire/safety etc.) for the Project, (iii) sanitary and storm sewer lines, and storm water retention facilities serving the Project, (iv) rough grading, (v) perimeter sidewalks, curbing, fences, landscaping and irrigation for the Project, (vi) parking lot paving, striping, and lighting system, for the Project, and (vii) access drives serving the Project. All of the improvements required to be constructed on Parcel 1 constitute the ATTACHMENT NO. 5-1 "Parcel 1 Improvements"); the Parcel 1 Improvements together with the public improvements described in the foregoing portion of this paragraph 2 constitute the "Developer Improvements." 3. All off-site improvements which are desired to be constructed by the Developer which are not a condition of this Agreement. 4. The connection to all public utilities serving Parcel 1, regardless of whether the point of connection is at the property line of Parcel 1 or within the public right-of-way adjacent to Parcel 1. C. General Requirements The Developer shall comply with the following general requirements: 1. The Developer shall devote Parcel 1 to the uses, and comply with all restrictions, covenants, and conditions, specified in the Agreement. 2. The cost of the Fixtures/Furnishings and Equipment (FF&E) installed and constructed at the Project shall be not less than Forty Thousand Dollars ($40,000) per each room with sleeping quarters, shall meet or exceed the standards for Radisson Blu and shall be of equal or greater quality as the FF&E installed and constructed by the Approved Operator in an Approved Product at a majority of all of the facilities in their chain at the time of construction of the Developer Improvements. 3. The minimum size of the hotel rooms shall be not less than three hundred fifty (350) square feet. Developer agrees to participate in a study to evaluate the adequacy of parking, to be done after all of the Developer Improvements have been completed and the Conforming Hotel Facility has been in operation for two years to determine the availability of surplus parking, provided that any entity requesting such parking study pays for the cost of the parking study and other related costs, and further provided that participation in such study shall not obligate Developer to make such surplus parking available for use by the owner of adjacent property or otherwise; surplus parking (under this paragraph) shall be made available only in Developer's sole discretion. D. Architecture and Design of Developer Improvements Building: The design and architecture of the Hotel shall implement the City's General Plan policies. The architecture shall be consistent with the cost estimates for construction provided in the Developer's Pro Forma, the Basic Concept and Design Development Drawings and the Construction Drawings. Particular attention shall be focused on massing, scale, color and materials. The architecture is expected to create a distinct and unique identity with a cohesive, integrated architectural style that complements the community. The Hotel shall be designed with interesting and attractive architectural features, such as articulated building elevations which include variation in materials (stone) and colors. Particular attention shall be given to the main entrance/lobby of the building, which shall include a porte cochere that completes the main building. The Hotel building shall be placed on Parcel 1 as approved by the Planning Commission or the City Council. ATTACHMENT NO. 5-2 Landscape/Hardscape Design: Landscaping for Parcel 1 shall be of the quality maintained by hotels within Orange County that are Approved Products and shall complement the City's planned public right of way improvements. The same quality of design shall be maintained in the design and development of the parking area. The Developer shall incorporate landscape and hardscape treatments throughout the parking area. Street furniture and lighting shall be incorporated into the landscape design. Project Si nage: Project signage shall consist of individual channel letters on the building. All project signage, in terms of color selection, letter style and placement, shall be complementary to the overall architectural theme. General Conditions: All mechanical equipment and other equipment on the building shall be screened from view from adjacent public streets and properties. Loading and trash areas shall be screened from view from the adjacent streets and properties. All on-site utilities shall be installed underground. Utility and related mechanical equipment shall be installed underground or screened from public view. Parcel 2 shall be maintained in conformity with all applicable laws and in accordance with the General Conditions hereinabove set forth. ATTACHMENT NO. 5-3 ATTACHMENT NO.6 RELEASE OF CONSTRUCTION COVENANTS RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: GREENLAW ANAHEIM HOTEL, LLC , California ATTN: This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383. 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 GREENLAW ANAHEIM HOTEL, LLC, a California limited liability company (the "Developer"), as of the date set forth below. RECITALS A. The City and the Developer have entered into that certain unrecorded Disposition and Development Agreement (the "DDA") dated as of May _, 2018 concerning the redevelopment of certain real property situated in the City of Anaheim, California as more fully described in Exhibit "A" attached hereto and made a part hereof. A copy of the DDA is on file with the City as a public record. 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 the DDA) upon completion of construction of the Developer Improvements (as defined in the DDA), which Release is required to be in such form as to permit it to be recorded in the Recorder's office of Orange County. This Release is conclusive determination of satisfactory completion of the construction and development required by the DDA of the Developer Improvements. C. The City has conclusively determined that such construction and development has been satisfactorily completed. NOW, THEREFORE, the City hereby certifies as follows: I . The Developer Improvements to be constructed by the Developer have been fully and satisfactorily completed in conformance with the DDA. Any requirements and all use, maintenance or nondiscrimination covenants contained in the DDA and other documents executed and recorded pursuant to the DDA shall remain in effect and enforceable according to their terms. ATTACHMENT NO. 6-1 2. This Release is not a notice of completion as referenced in Section 3093 of the California Civil Code. 3. Nothing contained in this instrument shall modify in any other way any other provisions of the DDA. IN WITNESS WHEREOF, the City has executed this Release this _ day of 201_. THERESA BASS, ACTING CITY CLERK Acting City Clerk CITY: CITY OF ANAHEIM, a California municipal corporation and charter city in John E. Woodhead, IV, Director of Community and Economic Development APPROVED BY DEVELOPER: GREENLAW ANAHEIM HOTEL, LLC, a California limited liability company By: Greenlaw Partners, LLC, a California limited liability company Its: Managing Member Bv: Name: Wilbur H. Smith, III Its: Principal ATTACHMENT NO. 6-2 N% ATTACHMENT NO. 7-1 ATTACHMENT NO.8 DESIGN REVIEW Design review for the Project will be performed by the City, assisted by professional consultants. Review of individual projects occurs at several stages in the design process, with City decisions resulting from the interaction of project development entities, design professionals, and City staff. Design review submissions are to be made to the Community and Economic Development Department first and then to the City/s Planning and Building Department following approval by the Community and Economic Development Department. Design review focuses attention upon architectural, planning, and urban design issues. In order to facilitate an efficient process which can ensure excellent design quality, both of individual projects and of the total urban environment, this Design Review Process has been established to continuously assess design issues from project inception to completion. The review process consists of five stages of review with a milestone approval at the end of each stage. The stages correspond to phases of architectural and artistic design practice, from first concepts to final construction. Comparing the stages to architectural design practice, the first milestone is at the end of Basic Concept Design, which can be considered midway through the Schematic Design phase and the point there is an initial schematic site design and architectural elevations. The second milestone is at the completion of the Design Development Drawings phase, the point at which all major design and cost decisions should have been made for the Project. The milestone for the third stage is the end of Final Design, followed by the fourth stage of Construction Documents, prior to the City's issuance of a Building Permit. The fifth milestone is at the end of construction, prior to the City's issuance of the Final Certificate of Completion or Certificate of Occupancy. The scale of drawings for design review submissions are listed for each stage. The drawings may be either 100% or 50% of the listed scale, with the limitation that 9" x 12" be the smallest building image presented in a perspective drawing. Photographic reproductions of drawings may be submitted in addition to the required drawings. STAGE I: BASIC CONCEPT DRAWINGS REVIEW The review of the first design submission to the City is the Basic Concept Drawings Review. For architectural design the Basic Concept Drawings Review should correspond approximately to 50% completion of the Project's Schematic Design phase. The City Director may waive certain submission requirements upon request by the Developer (not including Planning and Building requirements). The submission requirements, with scales specified for architectural drawings, include the following: Site plan at not smaller than 1:1200 scale (1"=100'). 2. At least two preliminary elevations at not smaller than 1:600 scale (1 "=50'). Elevations of major exterior public spaces. Dimensions of site, parking areas, building and setbacks. The Basic Concept Drawings Review shall be subject to the Resubmission Process as described in the Schedule of Performance. ATTACHMENT NO. 8-1 STAGE H: DESIGN DEVELOPMENT DRAWINGS REVIEW The Design Development Drawings Review submission for architectural design is a set of completed Schematic Design materials, including the required items listed below. The Director may waive certain submission requirements upon request by the Developer (not including Planning and Building requirements). The submission requirements, with scales specified for architectural materials, include: Site plan at not smaller than 1:600 (1"=50') 2. At least two exterior elevations at not smaller than 1:200 scale. Elevations of major exterior public spaces and tabulation of parking by size and type of space. 4. Dimensions of site, parking areas, buildings, setbacks, and exterior spaces. Material and color selections for exterior walls. 6. A narrative description of the project which includes proposed uses, design concepts, public spaces, urban design materials and landscaping. The Design Development Drawings Review shall be subject to the Resubmission Process as described in the Schedule of Performance. STAGE III: FINAL REVIEW Final Review occurs at the end of the Design Development Drawings phase of architectural design, at which time all the major design and cost decisions for a project should have been made. The Director may waive certain submission requirements upon request by the Developer. The design submission for Final Review includes a completed set of the architect's Design Development materials, which update and supplement the Design Development Drawings requirements: Update Stage IL• Design Development Drawings Review site plan requirements. Update Stage II: Design Development Drawings Review elevation requirement. 3. Update Stage II: Design Development Drawings Review requirements for elevations of major exterior public spaces and tabulation of parking spaces. 4. Update Stage II: Design Development Drawings Review dimensions requirement. 5. Update Stage II: Design Development Drawings Review materials selection requirement. Project Sign Program. STAGE IV: DESIGN CHECK ATTACHMENT NO. 8-2 The Design Check is to be performed with the City Public Works Department and Building Division's Plan Check, and to be used as the basis for issuing a Grading Permit, Right of Way Construction Permit and Building Permit. Improvement Plans and Building Improvement Plans (collectively, "Construction Documents") for a Project are completed by the Project's civil engineer and Architect, respectively, and checked by the City for conformance with the Design Development Drawings Review. The Construction Documents shall include other design elements required as part of the conditions of approval in the Conditional Use Permit ("CUP"). Changes from Design Development Drawings Review made during the Construction Documents phase are reviewed and, after the documents are approved, are given to the Building Division for Plan Check approval and issuance of a Building Permit and to the Public Works Department for Plan Check approval and issuance of applicable permits. For a development with multiple, phased construction contracts, several Building Permits might be issued, necessitating a Design Check for each permit. STAGE V: CONSTRUCTION CHECK Issuance by the City of the Final Certificate of Completion for the Project is contingent upon a Construction Check and approval by the City. Change orders will be reviewed and site visits made by the design reviewers to facilitate the Construction Check approval of the Project. Submission requirements for the Construction Check include construction Change Orders which affect the appearance or use of the exterior and interior portions of the Project, in addition to as -built documents. Clarification drawings and text will also be supplied to the City, if requested, to help explain design changes made since the Design Development Drawings Review. ATTACHMENT NO. 8-3 ATTACHMENT NO.9 RIGHT OF ENTRY AGREEMENT This RIGHT OF ENTRY AGREEMENT ("Right of Entry") is entered into , 20_, by and between GREENLAW ANAHEIM HOTEL, 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 as of May _, 2018 (the "Agreement"), pursuant to which the GRANTOR agreed, subject to the fulfillment of the conditions precedent to convey the Site to the GRANTEE and GRANTEE agreed, subject to conditions precedent to accept conveyance of the Site and construct the Project thereon. All capitalized terms not defined herein shall have the meaning set forth in the Agreement, unless the context dictates otherwise. RIGHT OF ENTRY AGREEMENT 1. Grant of Right of Entry. The GRANTOR hereby grants the GRANTEE, its employees, consultants, contractors, subcontractors, agents and designees, permission to enter upon the Site for the purpose of performing or causing to be performed environmental, soils, and/or topographical tests and surveys ("Investigation"). 2. Assumption of Risk. GRANTEE enters the Site and performs or causes to be performed the Investigation, at its own risk and subject to whatever hazards or conditions may exist on the Site. 3. Termination. This Right of Entry shall commence on the date hereof and shall expire on , unless sooner terminated as hereinafter provided. GRANTEE and GRANTOR each shall have the right to terminate this Agreement for either's sole convenience at any time during the term hereof by giving seven (7) days' written notice to the other. 4. Duty to Repair, Restore, or Replace. Prior to termination of this Agreement and unless GRANTOR has conveyed the Site to GRANTEE, GRANTEE shall restore the Site to its original condition. Restoration shall include the repair or replacement of any landscaping, structures, fences, driveways, or other improvements that are removed, damaged, or destroyed by Developer's employees, contractors, subcontractors, agents and designees. 5. Indemnification and hold harmless. GRANTEE shall, indemnify, defend and hold harmless the GRANTOR, its officers, directors, employees, contractors, subcontractors, agents, and affiliates and volunteers 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 Agreement, 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. ATTACHMENT NO. 9-1 It is understood that the duty of GRANTEE to indemnify and hold hannless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance of insurance certificates and endorsements required under this Agreement 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 Agreement, 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. Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability GRANTEE and its agents may have for worker's compensation. GRANTEE and its subcontractors and agents shall each obtain at its sole cost and keep in full force and effect during the term of this Agreement general commercial liability insurance issued by an "A:VI" or better rated insurance carrier as rated by A.M. Best Company as of the date that GRANTEE obtains or renews its insurance policies, on an occurrence basis, in which the GRANTOR and ITS officers, employees, agents and representatives are named as additional insureds with the GRANTEE. GRANTEE shall furnish a certificate of insurance to the GRANTOR prior to the execution of the Right of Entry hereunder, and shall furnish complete copies of such policy or policies upon request by the GRANTOR. Notwithstanding any inconsistent statement in the policy or any subsequent endorsement attached hereto, the protection offered by the policy shall: (a) Include an endorsement naming the GRANTOR and the City, their 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 GRANTOR shall be notified not less than thirty (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 GRANTEE shall also file with the GRANTOR 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 GRANTEE shall comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect from and after the execution of the Right of Entry, and continuing for the duration of this Right of Entry, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the GRANTOR before the commencement of construction. The GRANTOR, its officers, employees, agents, representatives and attorneys shall not be responsible for any claims in law or equity occasioned by the failure of GRANTEE to comply with this section. Every ATTACHMENT NO. 9-2 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 GRANTOR shall be notified, giving the GRANTEE a sufficient time to comply with applicable law, but in no event less 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. 7. Recording Neither GRANTOR nor GRANTEE shall record this Agreement. 8. Attorney'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. 9. Notices. All notices required or permitted under the terms of this Agreement shall be in writing and sent to: GRANTEE Greenlaw Anaheim Hotel, LLC c/o Greenlaw Partners, LLC 18301 Von Karman Avenue, Suite 250 Irvine, California 92612 Attention: Scott Murray and Rob Mitchell with copy to: Cochran Law Group 18301 Von Karman Avenue, Suite 270 Irvine, California 92612 Attention: Thia Cochran GRANTOR John E. Woodhead IV, Director of Community and Economic Development, City of Anaheim 201 South Anaheim Boulevard, 10th Floor Anaheim, California 92805 Attention: City Clerk with copy to: City of Anaheim 200 South Anaheim Boulevard Anaheim, California 92805 Attention: City Clerk Development and a copy to: City of Anaheim Office of City Attorney 200 South Anaheim Boulevard, Suite 356 Anaheim, CA 92805 Attention: Leonie Mulvihill, Deputy City Attorney IV ATTACHMENT NO. 9-3 and a copy to: Stradling, Yocca, Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Attention: Thomas P. Clark, Jr. 10. 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. APPROVED BY: "GRANTEE" GREENLAW ANAHEIM HOTEL, LLC, a California limited liability company By: Greenlaw Partners, LLC, a California limited liability company Its: Managing Member Dated: , 201 By: Name: Wilbur H. Smith, III Its: Principal "GRANTOR" CITY OF ANAHEIM, a California municipal corporation and Charter City Dated: , 201_ By: Its: ATTACHMENT NO. 9-4 ATTACHMENT NO. 10 LOCAL SALES AND USE TAX IMPLEMENTATION MATERIALS Each calendar year of DBA Construction shall submit all Sub- Contractors with contracts in excess of $5M to Anaheim. For Anaheim to receive all applicable local sales/use taxes from the qualifying construction contracts in excess of $SM, as defined by the BOE. ➢ Schedule "C" Form and Instructions (Anached) Y BOE Compliance Policy and Procedures -Contractors 260.020 (Attached) D Sub -Permits for Construction Contractors -Fact Sheet (Attached) 1-800-400-7115 (Toll Free) ➢ ww-w.boaca g_o%. ATTACHMENT NO. 10-1 Sub -Permits for Construction LOCAL TAX (1%)I > Contractors In Excess of $5M UMMARY CONTRACTOR/SUB-CONTRACTOR COMPLIANCE WITH OBJECTIVE Typically, this is accomplished when a taxpayer (Contractor/Sub- contractor) self -assesses and pays the BOE the sales/use taxes due A 1 ` when making purchases from an out- of- state vendor through the normal BOE quarterly tax reporting process. This is done by the Contractor/Sub-Contractor obtaining a sub - permit to their BOE seller's permit for the jobsite and allocating BACKROUND the applicable local tax (I%) to the jobsite on SCHEDULE "C" All Contractor/Sub-Contractors of the BOE Sales and Use Tax Return and Oji on Schedule "B". to allocate any applicable local If there are local sales/use taxes due, the only difference to the sales/use taxes to the jobsite by qualifying Contractor/Sub-Contractor tax reporting is the change all qualifying Contractors/Sub- of BOE forms used from Schedule "B" to Schedule "C". The Contractors, with contracts in amounts do not change; the only change is how it is reported on the excess of$5M. BOE Tax Return. Contractor/Sub-Contractor's tax preparer /fax professionals should be familiar with these forms and Since 1995 the State Board of processes. Equalization (BOE) passed a BENEFITS FOR CONTRACTORS/SUB-CONTRACTORS. Resolution to allow cities the opportunity to receive the local The benefits are many, including the extended use of money for a tax (1%) on materials consumed longer period of time since the Contractor/Sub-Contractor are no and fixtures furnished by the longer paying sales/use tax at the time Contractor/Sub-Con tractor Contractor/Sub-Contractor Contractor/Sub- pays its invoices to out-of-state vendors. Contractor/Sub- directly, resulting in more tax contractor need not worry about a third party fulfilling revenue for public safety, Contractor/Sub-Contractor's sales/use tax responsibility. Contractor/Sub-Contractor' s pay owed sales/use tax through the infrastructure, parks, libraries s normal quarterly reporting process to the BOE, only on Schedule and other services provided to the "C" and not Schedule "B". community. Each calendar year of DBA Construction shall submit all Sub- Contractors with contracts in excess of $5M to Anaheim. For Anaheim to receive all applicable local sales/use taxes from the qualifying construction contracts in excess of $SM, as defined by the BOE. ➢ Schedule "C" Form and Instructions (Anached) Y BOE Compliance Policy and Procedures -Contractors 260.020 (Attached) D Sub -Permits for Construction Contractors -Fact Sheet (Attached) 1-800-400-7115 (Toll Free) ➢ ww-w.boaca g_o%. ATTACHMENT NO. 10-1 BOE -530 (FRONT) REV. 21 0-16) STATE OF CALIFORNIA SCHEDULE C -DETAILED ALLOCATION BOARD OF EQUALIZATION BY SUBOUTLET OF LOCAL SALES AND USE TAX The orig l nal copy of this schedule must be attached toy our return. Pleaserow7deerds to Iry nearest wfX.1b Read instructions before preparing. dollar. TAXING JURISDICTION IN WHICH susounsr TAX AREA CODE AMOUNT OF 1% PLACES OF BUSINESS ARE LOCATED NO. LOCAL TAX COLUMNI COL(AW2 COLUM3 CO. JUR. ADD- IN ON LIEU a TOTAL: This Schedule C total must agree with line 17 of your return unlessyou are provided with either BOE -531, Schedule B. or BOE -531-L. Schedule L. If you receive Schedule B, please enter this Schedule C total on line 62 or Schedule B If you receive Schedule L. please enter this Schedule C total on line l2 of Schedule L OWNERS NAME ACCOUNT NLMER IINOUSTRY I TAI CODE CODE PERIOD PAGE ATTACHMENT NO. 10-2 BOE -530 (BACK) REV, 21 (1- i6) INSTRUCTIONS SCHEDULE C - DETAILED ALLOCATION BY SUBOUTLET OF THE 1% LOCAL SALES AND USE TAX GENERAL When a consolidated sales and use tax return is filed, covering more than one seller's permit, the 1% local taxes must be allocated among the cities and unincorporated areas of counties in which sales outlets are located. Schedule C lists the addresses of all your places of business for which seller's permits have been issued. Locations within a single city, of within [he unincorporated area of a single county, are grouped. Each group is separated from the following group by a space and an asterisk (') COLUMN 1 -TAXING JURISDICTION IN WH ICH PLACES OF BUSINESS ARE LOCATED Sheet addresses for your places of business are entered here as shown by our records. The taxing jurisdiction indicates the city in which the place of business is situated or the county of location if the place of business is not within a city. A county having the same name as one of its cities can be distinguished from the city by the Tax Area Code entry in Column 2. County codes show as "998" in digits 3, 4 and 5, while city codes show as different numbers. Entries in the column headed "Sub -outlet Number" provide numerical Identification of your sales outlets for Calffomia State Board of Equalization (BOE) records. If you have closed any of the business locations fisted, either before or during the period covered by this return, enter the word "closed" and the date it dosed just below the street address. Also, Include the disposition (sold, retained, etc.) of Fixed Assets and Equipment (F&E). Enter the amounts of the 1% local tax just as you do for other places of business, or the word "None" If no taxable transactions occurred during the reporting period If, during the reporting period, you operated any other place of business in California (including temporary location) which Is not listed, enter The street address and the date the business location Opened at the end of the list. If the location has no street number, enter the name of the street or road. State whether the business location is inside the city or town whose name corresponds to that of the Post Office serving file area (for example, Highland Road, three miles outside Greenburg). Do not lista post office box address. if the temporary location is a recurring location.. please note "recurring" next to the address. COLUMN 2- TAX AREA CODE You need not make any entry in this column. Code numbers shown identity the taxing jurisdiction in which each place of business is located. COLUMN 3 -AMOUNT OF 1% LOCAL TAX Enter in this column the amount of the 1% local tax for each place of business (including temporary location), opposite the business address. "Total for this lax code" appears where two or more places of business are located in one taxing jurisdiction Enter in Column 3, the total local taxes for all places of business in that taxing jurisdiction opposite the asterisk (I If you have only one place of business in a local taxing turwidim, enter only the figures directly opposite the address and do not make any entry opposite the asterisk. Enter the word "None" opposite the address of anyplace of business operated during the period covered by this return if no tax liability accrued at that location. SALES OF JET FUEL (REG 1802) The amount of the 1% local tax from sales of jet fuel subject to sales and use lax and delivered Into an aircraft should be entered opposite the location of the point of delivery. except for San Francisco and Ontario international Airports. San Francisco intemational Airport: one-half of the 1% local tax should be entered opposite the business location coded to the City/County of San Francisco and the other one-half percent to the business location coded to the County of San Mateo. Ontario International Airport: the 1% local tax should be entered opposite the location coded in the City of Ontario. A multiple jurisdiction airport is defined as an airport located In one jurisdiction but owned or operated by another jurisdiction. Contact the BOE for assistance in reporting the 1 % local lax for sales of jet fuel at such locations SALES INVOLVING IN-STATE STOCK OF GOODS LOCATIONS The amount of 1% local tax from sales of goods negotiated out of stale and delivered from a stock of goods in slate should be entered opposite the address of the location of the stock of goods The amount of 1 % local tax from sales of goods negotiated In slate and delivered form a stock of goods in state should be entered opposite the address of the location where the sales negotiations took place. TOTAL AMOUNT OF LOCAL TAX The total of Column 3 for all pages of Schedule C should agree with line 17 of your return, unless you have received a Schedule B or Schedule L Schedule 6 is used for allocating the 1% local taxes on transactions not occurring at a permanent place of business. Schedule L is used to de - allocate the 1% local tax on tender bad debt deductions. If you are preparing aSchedule L. [his Schedule C total must be entered on line L2 of Schedule L If you are preparing a Schedule B. this Schedule C total must beentered on tine B2 of Schedule B. FOR ADDITIONAL INFORMATION PLEASE CONTACT OUR CUSTOMER SERVICE CENTER AT 1-800 -400 -7115 (TTY: 711) ATTACHMENT NO. 10-3 Subject: CPPM 260.020 CONTRACTORS 260.020 General contractors or subcontractors who make improvements to real property and make sales of fixtures are required to hold a seller's permit. Only those accounts repotting more than $600 in local tax a year are required to allocate the tax to counties. These accounts are assigned the TAT SR S as part of their account number to provide for mail ing of the special schedule to assure that proper allocation of local tax is made. Those accounts reporting $600 local tax a year or less are assigned the TAT SR as part of their account number and a countywide area code (XX -999 XXX XX.XX). Local Tax Allocation by Construction Contractors Regulation 1806 provides that the jobsite is regarded as a place of business of a construction contractor or subcontractor and is the place of sale of "fixtures" furnished and installed by contractors or subcontractors. The place of use for the consumption of "materials" is the jobsite. Afarch201J Compliance Policy and Pr—dores M.—A Contractors (Cont.) 260.020 Since its inception, local tax generated by the sale or use of tangible personal property at construction sites has been added to the countywide unallocated pool as the most practical method for allocating tax to each jurisdiction. The Board passed a resolution, effective January 1, 1995, which allows local tax from construction contractors to be allocated to the local jurisdiction of the specific construction jobsite. This is accomplished by a contractor or sub -contractor electing to obtain a sub -permit for the jobsite. The contracts or sub -contracts that are for $5,000,000 (5 million dollars) or more are eligible for this election. This qualifying contract price applies to each contract or sub -contract for work performed at the jobsite, and not to the total value of the prime contract. The object of the resolution is to allocate local tax to the local jurisdiction where the jobsite is located. Registration area coding must be for the jobsite even if the project address is in another jurisdiction. Likewise, coding for a sub jobsite of the prime project, even if the prime project location is in another jurisdiction, must be for the sub-jobsite location. Conditions of the sub -permit • If the contractor elects to obtain a sub -permit for a jobsite, the sub -permit account indicator BC -IND should be marked with a Y. • The estimated completion date of the contract is to be obtained at the time of registration. The sub -permit shall be closed -out by the district office immediately after the sub -permit is registered using a future close-out date of the estimated completion date of the contract, plus six months. • The contractor's election to obtain a sub -permit for a jobsite is irrevocable and the sub permit may not be cancelled or closed -out for the life of the construction contract. • The sub -permit is subject to revocation action as provided by the Sales and Use Tax Law. • Permits should not to be issued to contractus who only install materials purchased instate and are not normally retailers of materials. The resolution does not allow contractors to purchase tangible personal property for resale, including materials, which they will consume at the jobsite. • Contractors may not purchase machinery and equipment to be used on the construction job without payment of sales tax in order to allocate the use tax to the specific jobsite. • Regarding machinery and equipment sold by the contractor as part of the contract, local tax should continue to be allocated to the contractor's permanent place of business where ATTACHMENT NO. 10-4 the principal negotiations take place in accordance with Regulation 1802. • Per Regulation 1806, local tax must still be allocated countywide for jobsites which have contracts of $5,000,000 or more where the contractor has elected not to obtain a sub -permit. However, if the election is made, no local tax will be reallocated for periods prior to the reporting period for thestartdate ofthe sub -permit. Sub -permits cannot be backdated. • No documentation of the $5,000,000contract price orvalue of work remaining is required to issue a sub -permit for a jobsite unless the value of the work appears to be substantially less than$5,000,000. Explanation of Allocation Elections Construction contractors may elect to allocate local tax to a specific jurisdiction when filing returns by obtaining a sub -permit for a specific jobsite. if this election is not made, local tax will be allocated in the usual manner. BOE staff should not stress one election over the other. ATTACHMENT NO. 10-5 STATE BOARD OF EQUALIZATION FactSheet David J. Gau, Executive Director I wvw.boe.ca.gov January 2010 Sales Tax Jobsite Sub -Permits for Construction Contractors Some construction contractors are liable for sales or use tax on materials and fixtures consumed or sold on construction contracts. A portion of that tax, the local tax, is distributed to the county government, and city governments within the county, of the jobsite location. The allocation of the local tax is performed by a contractor listing the amount of local tax due to each county on Schedule B of the sales and use tax return. Effective January 1, 1995, construction contractors may elect to allocate the local sales and use tax derived from construction contracts of $5,000,000 (five million dollars) or more directly to the local jurisdiction (city) where the jobsite is located. This is accomplished by the contractor obtaining a sub -permit of their seller's permit for a specific jobsite and allocating the local tax to that jobsite on Schedule C of their sales and use tax return. This qualifying contract price applies to each contract or sub -contract for work performed at the jobsite. In accordance with Regulation 1806, where the contractor has not elected to obtain a sub -permit, local tax must still be allocated countywide using Schedule B for jobsites which have contracts of $5,000,000 or more along with smaller contracts of less than $5,000,000. The BOE provides the cities with a list of construction projects within their city that meet the $5,000,000 criteria, enabling the city to make contact with the contractor directly to discuss this opportunity for the city. This option provides the cities with the opportunity to receive the local tax on materials consumed and fixtures furnished by the contractor directly, rather than through the countywide pooling process. This means more money for the city's general fund for public safety, parks, libraries, infrastructure and a variety of other services. It is important to note that participation by contractors is strictly voluntary. This is a complex subject, and if you have questions, you should contact our Local Revenue Allocation Section for assistance at 916-324-3000. STATE BOARD OF EQUALIZATION 1 45ON STREET, SACRAMENTO, CA 95814 1-800-400 -7115 ATTACHMENT NO. 10-6 ATTACHMENT NO. 11 PARCEL 2 GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO AND SEND TAX STATEMENTS TO: , California ATTN: This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383. GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, A. The CITY OF ANAHEIM, a California municipal corporation and Charter City (the "City" or "Grantor"), hereby grants to GREENLAW ANAHEIM HOTEL, LLC, a California limited liability company ("Grantee"), the real property hereinafter referred to as "Parcel 2", described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record described there. 1. Reservation of Mineral Rights. City excepts and reserves from the conveyance herein described all interest of the City in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than five hundred (500) feet below the surface, together with the right to drill into, through, and to use and occupy all parts of Parcel 2 lying more than five hundred (500) feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said Parcel 2 or other lands, but without, however, any right to use either the surface of Parcel 2 or any portion thereof within five hundred (500) feet of the surface for any purpose or purposes whatsoever, or to use Parcel l in such a manner as to create a disturbance to the use or enjoyment of Parcel 2. 2. Conveyance in Accordance with Disposition and Development Agreement. Parcel 2 is conveyed in accordance with and subject to that certain unrecorded agreement by and between City and Grantee entitled "Disposition and Development Agreement" dated as of May , 2018 (the "DDA"). A copy of the DDA is on file with the City as a public record. All terns used herein shall have the same meaning as those used in the DDA. 3. Nondiscrimination. The Developer herein covenants by and for itself, its 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 (m) and paragraph (1) of subdivision (p) of Section 12955, and ATTACHMENT NO. 11-1 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. The Developer shall refrain from restricting the rental, sale or lease of the premises herein conveyed on any of the bases listed above. All such deeds, leases or contracts 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 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 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." (b) 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 (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." (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 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." Grantee certifies and agrees that all persons employed or applying for employment by it, its affiliates, subsidiaries, or holding companies, and all subcontractors, bidders and vendors, are ATTACHMENT NO. 11-2 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. Section 2000, et seq., the Federal Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 621, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b, et seq., 42 U.S.C. Section 1981, the California Fair Employment and Housing Act, Cal. Government Code Section 12900, et seq., the California Equal Pay Law, Cal. Labor Code Section 1197.5, Cal. Government Code Section 11135, the Americans with Disabilities Act, 42 U.S.C. Section 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. The foregoing covenants as set forth in this Section 3 shall run with the land and remain in effect in perpetuity. 4. Maintenance Covenant. Commencing as of the Closing and continuing until the thirtieth (30th) anniversary of the recording of this Grant Deed, Grantee hereby covenants and agrees to maintain Parcel 2. Without limiting the forgoing, the Grantee shall specifically maintain Parcel 2 and all improvements thereon, including lighting and signage, in good condition, free of debris, waste and graffiti and in accordance with the "Maintenance Standards" hereinafter defined. Such Maintenance Standards shall apply to all buildings, signage, lighting, landscaping, irrigation of landscaping, architectural elements identifying Parcel and any and all other improvements on Parcel 2. To accomplish the maintenance, Grantee shall either staff or contract with and hire qualified personnel to perform the maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Agreement. The following maintenance standards (the "Maintenance Standards") shall be complied with by Grantee and its maintenance staff, contractors or subcontractors, in addition to any requirements or restrictions imposed by the City: (a) All improvements to Parcel shall be maintained in conformance and in compliance with the reasonable commercial development maintenance standards. (b) Landscape maintenance shall include, but not be limited to: watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees. (c) Clean-up maintenance shall include, but not be limited to: maintenance of all sidewalks, paths and other paved areas in clean and weed -free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. ATTACHMENT NO. 11-3 (d) Upon notification of any maintenance deficiency, Grantee shall have thirty (30) days within which to correct, remedy or cure the deficiency. If the written notification states the problem is graffiti or is urgent relating to the public health and safety of the City, then Grantee shall have forty-eight (48) hours to rectify the problem. 5. Covenants Run With Land. All covenants contained in this Grant Deed shall be covenants running with the land. 6. Covenants For Benefit of Grantor. All covenants contained in this Grant Deed without regard to technical classification or designation shall be binding for the benefit of Grantor, and such covenants shall run in favor of Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether Grantor is or remains an owner of any land or interest therein to which such covenants relate. 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 law or suits in equity or other proper proceedings to enforce the curing of such breach. 7. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any 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 Parcel 2 shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. ATTACHMENT NO. 11-4 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 CITY OF ANAHEIM, a California municipal corporation and charter city Its: ATTEST: THERESA BASS, ACTING CITY CLERK "GRANTOR" The undersigned Grantee accepts title subject to the covenants hereinabove set forth. GREENLAW ANAHEIM HOTEL, LLC, a California limited liability company By: Greenlaw Partners, LLC, a California limited liability company Its: Managing Member By: Name: Its: Wilbur H. Smith, III Principal "GRANTEE" ATTACHMENT NO. 11-5 EXHIBIT A LEGAL DESCRIPTION OF PARCEL 2 PARCEL 2: BEING A PORTION OF THAT CERTAIN PARCEL OF LAND IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED IN A GRANT DEED TO THE CITY OF ANAHEIM REDEVELOPMENT AGENCY RECORDED XX/XX/2018 AS INSTRUMENT NO. 2018-xxxxxx OF OFFICIAL RECORDS OF SAID COUNTY, LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE; COMMENCING AT A POINT ON THE SOUTH LINE OF PARCEL 1 PER MAP FILED IN BOOK 131, PAGES 1 AND 2, OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE SHOWN AS COURSE #10 AND HAVING A BEARING AND DISTANCE OF "NORTH 44"19'02" WEST 83.32 FEET" IN A DIRECTOR'S DEED TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY RECORDED OCTOBER 8, 2003 AS INSTRUMENT NO. 2003001238216 OF OFFICIAL RECORDS OF SAID COUNTY AND SHOWN ON RECORD OF SURVEY NO. 2005-1187 FILED IN BOOK 214 PAGES 2 THROUGH 6, INCLUSIVE, OF RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE OF PARCEL 1 SOUTH 89"09'57" EAST A DISTANCE OF 493.94' TO THE SOUTHEAST CORNER OF SAID PARCEL 1, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE ALONG THE EASTERLY PROLONGATION OF SAID SOUTHERLY LINE OF PARCEL 1 SOUTH 89"09'57" EAST A DISTANCE OF 60.87' TO A POINT ON THE EASTERLY LINE OF THE LAND DESCRIBED IN SAID GRANT DEED TO THE CITY OF ANAHEIM REDEVELOPMENT AGENCY RECORDED XX/XX/2018 AS INSTRUMENT NO.2018-XXXXXX OF OFFICIAL RECORDS. CONTAINING 4,253 SQ. FT. MORE OF LESS THE DISTANCES DESCRIBED HEREON ARE GRID. TO OBTAIN GROUND DISTANCES MULTIPLY THE GRID DISTANCE BY 1.00002052. EXHIBIT A TO ATTACHMENT NO. 11-6 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) Or Entity(ies) ❑ 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, (Print Name of Notary Public) personally appeared , 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 ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Number Of Pages Date Of Documents Signer(s) Other Than Named Above CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, Acting City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2018-054 adopted at a regular meeting provided by law, of the Anaheim City Council held on the -15 T' day of May, 2018 by the following vote of the members thereof: AYES: Mayor Tait and Council Members Moreno, Murray, Vanderbilt, Barnes, Kring, and Faessel NOES: None ABSTAIN: None ABSENT: None IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of May, 2018. ACTING CITY LERK OF THE CITY OF ANAHEIM (SEAL)