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6539ORDINANCE NO.9 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING DEVELOPMENT AGREEMENT NO. 2020-00004 BY AND BETWEEN THE CITY OF ANAHEIM AND ANAHEIM REAL ESTATE PARTNERS, LLC, AND AUTHORIZING THE MAYOR PRO TEM TO EXECUTE SAID AGREEMENT FOR AND ON BEHALF OF THE CITY (DEV2020-00125) WHEREAS, Article 2.5 of Chapter 4 of Division 1 of Title 7 (commencing with Section 65864) of the Government Code of the State of California (herein referred to as the "Statute") authorizes a city to enter into a contract which is called a development agreement in order to establish with certainty what regulations will govern the construction of a development; and WHEREAS, the City Council of the City of Anaheim (herein referred to as the "City Council"), as a charter city, enacted Ordinance No. 4377 on November 23, 1982 (herein referred to as the "Enabling Ordinance"), making the City subject to the Statute; and WHEREAS, pursuant to subdivision (c) of Section 65865 of the Statute, the City Council adopted Resolution No. 82R-565 on November 23, 1982 (herein referred to as the "Procedures Resolution"), establishing procedures and requirements for consideration of development agreements by the City upon receipt of an application therefor; and WHEREAS, in accordance with the Statute, the Enabling Ordinance and the Procedures Resolution (herein referred to collectively as the "Development Agreement Law"), the City of Anaheim received a verified petition from Anaheim Real Estate Partners, LLC (the 'Developer"), Requesting that the City consider and approve a development agreement (Development Agreement No. 2020-00004), in the form presented at the meeting at which this Ordinance was introduced and thereafter adopted, to provide for the development of the "Project" described in Development Agreement No. 2020-00004 and certain vested development rights in connection therewith on that certain real property generally bounded by State Route 57 (SR-57) to the west, (excluding the parcel at the southwest corner of Katella Avenue and Douglass Road), the Santa Ana River to the east, the confluence of the SR-57 and Santa Ana River to the south, and the Southern California Edison easement to the north in the City of Anaheim, County of Orange, State of California, as generally depicted on the map attached hereto as Exhibit A and more particularly described in Exhibit B attached hereto and incorporated herein by this reference (the "Property"); and WHEREAS, the Property is located within the Platinum Triangle area, and is currently improved with an approximately 19,000 seat arena known as the "Anaheim Arena" ("Honda Center"), the Anaheim Regional Transportation Intermodal Center (ARTIC), the Arena Corporate Center (ACC), Katella Avenue between SR-57 and the Santa Ana River, Douglass Road north and south of Katella Avenue and Phoenix Club Drive south of Ball Road, and associated surface parking lots; and WHEREAS, the Platinum Triangle comprises approximately 820 acres located at the confluence of the Interstate 5 and State Route 57 ("SR-57 Freeway") freeways in the City, generally east of the Interstate 5 Freeway, west of the Santa Ana River channel and the SR-57 Freeway, south of the Southern California Edison easement, and north of the Anaheim City limit. The Platinum Triangle encompasses the Angel Stadium, the Honda Center, the City National Grove of Anaheim, the ARTIC, and surrounding residential and mixed use development, light industrial buildings, industrial parks, distribution facilities, offices, hotels, restaurants, and retail development; and WHEREAS, Zoning Code Section 18.20.200.020 requires that the City and the Developer to enter into a development agreement for development projects in the Platinum Triangle; and WHEREAS, Development Agreement No. 2020-00004 is proposed to provide for the development of the Project, as defined in Development Agreement No. 2020-00004, and certain vested development rights for the term of the Development Agreement, and in return the developer would extensive public benefits; and WHEREAS, Development Agreement No. 2020-00004 is proposed in conjunction with a request to construct 1,922,776 square feet (s.f.) of commercial uses including entertainment and commercial indoor and outdoor recreation venues (including new indoor and outdoor live performance theaters, bars and nightclubs, bowling lanes, dancing venues, an amphitheater and outdoor seasonal events), retail, and restaurant uses including the existing Honda Center; 961,055 s.f. of office uses including the existing Arena Corporate Center; 250,000 s.f. of institutional uses including the existing ARTIC; 1,500 residential dwelling units including 195 affordable dwelling units proposed in connection with a Density Bonus request; parks and open space including a new public park (Meadow Park) and a new privately -owned park, with perpetual public access (Wellness Park); parking areas; pedestrian bridges crossing Katella Avenue and Douglass Road; and, changes to the roadway network (including a new public street between Katella Avenue and Ball Road proposed to be named River Road, the abandonment of Douglass Road between Katella Avenue and Cerritos Avenue and new private streets). To that end, the Owner has requested the following entitlements: 1. To amend the General Plan Land Use, Circulation and Green Elements to change the designation of parcels located north of Katella Avenue from Office -Low (approximately 31 acres) and Open Space (approximately 8 acres) to Mixed -Use Urban Core; modify the total amount of development permitted in the Platinum Triangle to increase the amount of residential development to 17,840 dwelling units, increase the amount of commercial development to 6,195,019 s.f., decrease the amount of office development to 11,659,338 s.f. and decrease the amount of institutional development to 250,000 s.£; remove a portion of Douglass Road between Katella Avenue and Cerritos Avenue; add a new street named River Road between Katella Avenue and Ball Road (this includes Phoenix Club Drive south of Ball Road which is proposed to be renamed River Road); add a new approximately 4-acre Public Park (Meadow Park); amend the Bicycle Master Plan to reflect bicycle facility changes associated with the proposed removal and addition of streets; and, revise maps, figures, text, and tables throughout the General Plan to reflect these changes ("General Plan Amendment No. 2020-00532"). -2- 2. An amendment to the PTMLUP to rename the ARTIC District to the Transit District; expand the boundaries of the Platinum Triangle Mixed Use (PTMU) Overlay Zone by approximately 8 acres, change boundaries of the ARTIC (Transit), Katella Sub -Area D, Office and Arena Districts; modify the permitted amount of development within the PTMU Overlay Zone to up to 17,840 residential dwelling units, 6,195,019 s.f. of commercial development, 11,659,338 s.f. of office development and 250,000 s.f. of institutional development; add a new appendix for the ocVIBE Sign and Identity Program; and, revise figures, text, and tables throughout the PTMLUP associated with this request ("Miscellaneous Case No. 2020-00739"). 3. A Reclassification to reclassify parcels to apply the Platinum Triangle Mixed Use (PTMU) Overlay Zone to the existing C-G (General Commercial) Zone on approximately 8 acres, within the proposed Arena District north of Katella Avenue. ("Reclassification No. 2020-00333"). 4. A Zoning Code Amendment to modify Chapter 18.20 (Platinum Triangle Mixed Use (PTMU) Overlay Zone); Chapter 18.38 (Supplemental Use Regulations); Chapter 18.40 (General Development Standards); Chapter 18.60 (Procedures) and, Chapter 18.62 (Administrative Reviews). The proposed amendments are to amend use classifications, District names, development intensities, development standards, and procedures to allow development within the Arena and Transit Districts in the Platinum Triangle Mixed Use Overlay Zone ("Zoning Code Amendment No. 2020-00174"). 5. A Development Agreement between the City of Anaheim and Anaheim Real Estate Partners, LLC, TS Anaheim, LLC and FCD, LLC, which includes a Master Site Plan (Miscellaneous Case No. 2020-00751) and a request for Density Bonus and Development Incentives pursuant to Chapter 18.52 (Housing Incentives) of the Anaheim Municipal Code ("Development Agreement No. 2020-00004"). 6. A Final Site Plan which encompasses approximately 10.23 acres north of Katella Avenue in the Arena District, Sub -Area B, to construct two six -level parking structures (Parking Decks B and C) with 4,538 parking spaces and a 12,885 s.£, three-story security hub for police and security office space ("Final Site Plan No. 2020-00004"). 7. A Final Site Plan which encompasses approximately 5.93 acres north of Katella Avenue in the Arena District, Sub -Area B, to construct 221,413 sf of commercial uses including an indoor live performance theater and outdoor entertainment areas; office, retail, and indoor and outdoor restaurant space; a private Urban Park (plaza); and, an outdoor Paseo (pedestrian corridor) adjacent to the Urban Park and Honda Center ("Final Site Plan No. 2020-00005"). 8. A Final Site Plan which encompasses approximately 1.64 acres north of Katella Avenue in the Arena District, Sub -Area C, to construct 33,830 s.f. of commercial uses including a new lobby entrance to the west side of the Honda Center, retail shops, and, restaurants with indoor and outdoor dining areas ("Final Site Plan No. 2020-00006"). -3- 9. A Final Site Plan which encompasses approximately 2.93 acres north of Katella Avenue, east of the Honda Center, and adjacent to the new public road (River Road) in the Arena District, Sub -Area C, to construct a five -level parking structure (Parking Deck D) with 1,190 parking spaces ("Final Site Plan No. 2020-00007"). 10. A Final Site Plan which encompasses approximately 7.77 acres within the Southern California Edison easement, adjacent to Phoenix Club Drive (to be renamed River Road) in the Arena District, Sub -Area A, to construct a surface parking lot with approximately 938 employee parking spaces ("Final Site Plan No. 2020-00008"). 11. An amendment to the conditional use permit relating to parking and circulation for the Anaheim Regional Transportation Intermodal Center ("ARTIC") (Conditional Use Permit No. 2010-05492"). 12. A conditional use permit to permit the following conditionally permitted uses within the Property including Alcoholic Beverage Manufacturing, Alcoholic Beverage Sales -Off -Sale and On -Sale, Bars and Nightclubs, Entertainment Venues, Recreation Commercial -Outdoor and -Indoor, Retail Sales -Outdoor, and Wine Bar ("Conditional Use Permit"). 13. A minor conditional use permit to permit the ocVIBE Coordinated Sign Program, Murals, and Valet Parking ("Minor Conditional Use Permit"). 14. A tentative tract map which encompasses approximately 70.7 acres north of Katella Avenue in the Arena District, to subdivide existing lots into 16 numbered lots (including two air -space lots) for the purpose of commercial development and seven lettered lots for private streets (Douglass Road, Stanley Cup Way, and Cerritos Avenue) including landscape areas, and to dedicate public streets right-of-way (Katella Avenue and River Road) ("Tentative Tract Map No. 19153"); and WHEREAS, General Plan Amendment No. 2020-00532, Miscellaneous Case No. 2020- 00739, Reclassification No. 2020-00333, Zoning Code Amendment No. 2020-00174, Miscellaneous Case No. 2020-00751, Development Agreement No. 2020-00004, Master Site Plan (Miscellaneous Case No. 2020-00751), Final Site Plan No. 2020-00004, Final Site Plan No. 2020- 00005, Final Site Plan No. 2020-00006, Final Site Plan No. 2020-00007, Final Site Plan No. 2020- 00008, Conditional Use Permit No. 2010-05492, Conditional Use Permit, Minor Conditional Use Permit, and Tentative Tract Map No. 19153 shall be referred to herein collectively as the 'Proposed Project"; and WHEREAS, as set forth in the Master Site Plan, the Proposed Project includes an exchange of land between the City of Anaheim and Anaheim Real Estate Partners, LLC to adjust boundaries and reconfigure parcels to facilitate development pursuant to the Master Site Plan; 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 -4- "CEQA"), the State of California Guidelines for the Implementation of the California Environmental Quality Act (commencing with Section 15000 of Title 14 of the California Code of Regulations; herein referred to as the "CEQA Guidelines"), and the City's CEQA Procedures, the City is the "lead agency" for the preparation and consideration of environmental documents for the Proposed Project; and WHEREAS, the Planning Commission did hold a public hearing in the City of Anaheim on August 29, 2022, at 5:00 p.m., notice of said public hearing having been duly given as required by law and in accordance with the provisions of Chapter 18.60 (Procedures) of the Code, to hear evidence for Addendum No. 11 to Final Subsequent Environmental Impact Report (FSEIR No. 339), Mitigation Monitoring Program No. 106C (MMP 106C) adopted for FSEIR No. 339, and Mitigation Monitoring Plan No. 383 (MMP No. 383), together with the previously approved environmental documents for development in the Platinum Triangle and to hear and consider evidence for and against the Proposed Project and related actions, and to investigate and make findings and recommendations in connection therewith; and WHEREAS, by its adoption of its Resolution No. PC2022-079, considered and approved by the Planning Commission, the Planning Commission found and recommended that the City Council determine that (i) Addendum No. 11 was prepared for the Proposed Project in compliance with the requirements of the California Environmental Quality Act (CEQA), the CEQA Guidelines, and the City's CEQA Procedures; (ii) Addendum No. 11 to Final Subsequent Environmental Impact Report (FSEIR No. 339), Mitigation Monitoring Program No. 106C (MMP 106C) adopted for FSEIR No. 339, and Mitigation Monitoring Plan No. 383 (MMP No. 383), together with the previously approved environmental documents for development in the Platinum Triangle is the appropriate environmental documentation for the Proposed Project; (iii) none of the conditions described in Section 15162 or 15163 of the CEQA Guidelines calling for the preparation of a subsequent or supplemental EIR or negative declaration have occurred in connection with the Proposed Project; and (iv) no further documentation needs to be prepared for CEQA for this resolution; and WHEREAS, after due inspection, investigation and study made by itself, and in its behalf, and after due consideration of, and based upon, all evidence and reports offered at said hearing relating to Proposed Project, the Planning Commission, adopted Resolution PC2022-081, recommending that the City Council approve Development Agreement No. 2020-00004 in the form presented at the meeting, contingent upon and subject to the adoption by the City Council of (1) a resolution approving General Plan Amendment No. 2021-00532, Tentative Tract Map No. 19153; and, (2) an ordinance approving and adopting Reclassification No. 2020-00333; and, WHEREAS, upon receipt of the Planning Commission's recommendation, made by Resolution Nos. PC2022-079 and PC2022-081 and motion, the City Council did fix the 27ffi day of September, 2022, as the time, and the City Council Chamber in the Civic Center, as the place, for a public hearing on the Proposed Project and for the purpose of considering evidence for and against the Proposed Project, and did give notice thereof in the manner and as provided by law; and -5- WHEREAS, this City Council, after due inspection, investigation and study by itself, and in consideration of Planning Commission Resolution No. PC2022-079, the City Council finds and determines that (i) Addendum No. 11 was prepared for the Proposed Project in compliance with the requirements of the CEQA, the CEQA Guidelines, and the City's CEQA Procedures; (ii) Addendum No. 11 to Final Subsequent Environmental Impact Report (FSEIR No. 339), Mitigation Monitoring Program No. 106C (MMP 106C) adopted for FSEIR No. 339, and Mitigation Monitoring Plan No. 383 (MMP No. 383), together with the previously approved environmental documents for development in the Platinum Triangle is the appropriate environmental documentation for the Proposed Project; (iii) none of the conditions described in Section 15162 or 15163 of the CEQA Guidelines calling for the preparation of a subsequent or supplemental EIR or negative declaration have occurred in connection with the Proposed Project; and (iv) no further documentation needs to be prepared for CEQA for this resolution; and WHEREAS, this City Council, after due inspection, investigation and study made by itself and in its behalf, and after due consideration of and based upon all of the testimony, evidence and reports offered at said hearing, does find and determine that proposed Development Agreement No. 2020-00004, in the form presented at this meeting, meets all of the standards and requirements set forth in Resolution No. 82R-565 (the "Procedures Resolution"), which was adopted by the City Council on November 23, 1982, that is: 1. The proposed Development Agreement No. 2020-00004 is consistent with the General Plan and with the goals, policies, programs, and objectives specified in the General Plan, as the Proposed Project is a mixed -use development with residential, commercial (including hotels), office, and entertainment uses. With the proposed General Plan amendment, the General Plan designates the project site for Mixed -Use Urban Core land uses, which provides for mix of residential, commercial, services, hotel, and professional offices uses in a high -quality environment. The Proposed Project also supports the following General Plan goals: o Goal 2.1: Continue to provide a variety of quality housing opportunities to address the City's diverse housing needs. o Goal 3.1: Pursue land uses along major corridors that enhance the City's image and stimulate appropriate development at strategic locations. o Goal 3.2: Maximize development opportunities along transportation routes. o Goal 5.1: Create and enhance dynamic, identifiable places for the benefit of Anaheim residents, employees, and visitors. o Goal 6.1: Enhance the quality of life and economic vitality in Anaheim through strategic infill development and revitalization of existing development. o Goal 7.1: Address the jobs -housing relationship by developing housing near job centers and transportation facilities. u 2. The proposed Development Agreement No. 2020-00004 is compatible with the uses authorized in, and the regulations prescribed for, the zoning district(s) applicable to the Property as a mixed -use development is a permitted use within the PTMU Overlay Zone. 3. The proposed Development Agreement No. 2020-00004 is compatible with the orderly development of property in the surrounding area as the Proposed Project consists of a mixed -use development at a density that is consistent with the maximum density allowed for the Project Site and is compatible with the surrounding commercial, light industrial, and residential land uses in the vicinity. 4. The proposed Development Agreement No. 2020-00004 is not otherwise detrimental to the health and safety of the citizens of the City of Anaheim as it provides (i) parks improvements; (ii) affordable housing; (iii) public infrastructure improvements; (iv) Developer's agreement to perform ongoing maintenance obligations of public and private facilities; (v) a $5 million Offsite Park Contribution Fee with the proceeds to be used to pay for park improvements in another part of the City; (vi) construction and maintenance of an approximately 4-acre park, Meadow Park and approximately 5-acre Wellness Park; (vii) payment of approximately $80 Million in Development Impact Fees; (viii) generation of economic impact revenues due to the development, construction and operation of the Proposed Project; (ix) maintenance of landscaped areas adjacent to River Road; and, (x) production of both affordable and market rate housing, to assist the City in its efforts to comply with its Regional Housing Needs Assessment allocation. 5. The proposed Development Agreement No. 2020-00004 constitutes a lawful, present exercise of the City's police power and authority under, is entered into pursuant to, and is in compliance with the City's charter powers, the requirements of Section 65867 of California Government Code and the Procedures Resolution. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS: SECTION 1. That Development Agreement No. 2020-00004 by and between the City of Anaheim and Anaheim Real Estate Partners, LLC, TS Anaheim, LLC and FCD, LLC, attached hereto as Exhibit C be, and the same is hereby, approved. RRCTION 2_ That the Mayor Pro Tern be, and is hereby, authorized to execute Development Agreement No. 2020-00004 for and on behalf of the City. -7- THE FOREGOING ORDINANCE was introduced at a regular meeting of the City Council of the City of Anaheim held on the 271h day of September, 2022, and thereafter passed and adopted at a regular meeting of said City Council held on the 4th day of October , 2022, by the following roll call vote: AYES: Mayor Pro Tem O'Neil and Council Members Diaz, Ma'ae, Moreno, Valencia, and Faessel NOES: None ABSENT: None ABSTAIN: None [Mayoral vacancy] CITY OF ANAHEIM T I k �0 4 I CITY Cj_ERK OF THE CITY OF ANAHEIM 146585.4 By: MAYOR PRO M OF E CITY F ANAHEIM -8- EXHIBIT "A" M4 ["I / / U-STORE PUBLIC STORAGE I I INDUSTAL �h T (MHP) SUNKIST GARDENS MOBILEHOME PARK I INDUSTRIAL ��DUSTRIAL' INDUSTRIAL RELIGIOUS USE \ �� INDUSTRIAL INDUSTRIAL ? [v INDUSTRIAL) INDUSTRIAL �- HI l INDUSTRIAL INDUSTRIAL/ H INDUSTRIAL - / 0-H (PTMU) Office OFFICES C G (PTMU) Katella Sub -Area C C-G(PTMU) Katella Sub -Area C BUSINESS PARK. PR,(PTMU) Stadium �, ANGEL STADIUM T� OF ANAHEIM /—C-G "-- I RELIGIOUS USE I (PTMU) Katella Sub -Area D AYRES HOTEL City of Anaheim ' 9 o F500 0 O- = Subject Property r.. 11 City Boundary DEV No. 2020-00125 APN: 386-521-14, 386-521-17, 253-631-27, 253-631-29, 253-631-28, 253-521-30, 253-601-04, 253-591-01, 253-521-32, 253-521-34, 386-521-16, 386-521-20, 232-072-09, 232-072-07, 232-071-03, 232-072-06, 375-311-27, 253-521-36, 253-521-35, 253-521-37, 253-521-33, 253-521-31, 253-521-17, 253-601-03, 253-601-02 Project Location: ocV!BE "EXHIBIT B" LEGAL DESCRIPTION LEGAL DESCRIPTION OF THE PROPERTY The Land referred to herein below is situated in the City of Anaheim, County of Orange, State of California, and is described as follows: TRACT A: PARCEL A: PARCELS 1, 2 AND 3, AS SHOWN ON LOT LINE ADJUSTMENT PLAT NO. 240, RECORDED DECEMBER 13, 1990 AS INSTRUMENT NO. 90-653417 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. TOGETHER WITH PARCELS 1, 2 AND 3, AS SHOWN ON A MAP FILED IN BOOK 32, PAGE 50 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. TOGETHER WITH PARCELS 1 AND 2, AS SHOWN ON A MAP FILED IN BOOK 75, PAGE 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY CALIFORNIA. TOGETHER WITH THAT PORTION OF LOT 4 OF THE TRAVIS TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 5, PAGE 120 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY CALIFORNIA, LYING EASTERLY OF THE WESTERLY LINE OF THAT CERTAIN PARCEL CONVEYED TO ORANGE COUNTY FLOOD CONTROL DISTRICT IN DEED RECORDED FEBRUARY 06, 1939 IN BOOK 978, PAGE 432, OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN THE SOUTH S0.00 FEET, AS DESCRIBED IN THAT CERTAIN DEED TO THE COUNTY OF ORANGE RECORDED ON DECEMBER 07, 1965 IN BOOK 7764, PAGE 985, OF SAID OFFICIAL RECORDS. EXCEPTING THEREFROM: THOSE PORTIONS OF LOTS 3 AND 4, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP OF THE TRAVIS TRACT FILED IN BOOK 5, PAGE 120 OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF KATELLA AVENUE WITH THE CENTERLINE OF DOUGLASS ROAD AS SHOWN ON PARCEL MAP NO. 98-107 FILED IN BOOK 303, PAGES 45 THROUGH 48, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY; THENCE ALONG SAID CENTERLINE OF KATELLA AVENUE, SOUTH 88°54'16" EAST, 70.94 FEET; THENCE NORTH 00°33'00" EAST, 829.34 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 89027'00" EAST, 79.44 FEET; THENCE NORTH 00033'00" EAST, 25.18 FEET; THENCE SOUTH 89027'00" EAST, 360.87 FEET; THENCE SOUTH 44016'00" EAST, 16.06 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 40.10 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 41029'44" WEST; THENCE ALONG SAID CURVE NORTHEASTERLY, SOUTHEASTERLY AND SOUTHWESTERLY ALONG SAID CURVE, 121.84 FEET, THROUGH A CENTRAL ANGLE OF 174°04'51"; THENCE SOUTH 44055'00" EAST, 12.50 FEET; THENCE SOUTH 00033'00" WEST, 123.22 FEET TO THE SOUTHEASTERLY LINE CITY OF ANAHEIM LOT LINE ADJUSTMENT PLAT NO. 240 RECORDED DECEMBER 13, 1990 AS INSTRUMENT NO. 90-653417 OF OFFICIAL RECORDS IN THE OFFICE OF SAID ORANGE COUNTY; THENCE ALONG SAID SOUTHEASTERLY LINE SOUTH 18002'08" WEST, 147.41 FEET TO THE EASTERLY LINE OF SAID LOT 4 TRAVIS TRACT; THENCE ALONG SAID EASTERLY LINE OF LOT 4 SOUTH 00052'05" WEST, 89.27 FEET TO THE BEGINNING OF A NON - TANGENT CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 88.30 FEET, A RADIAL LINE TO SAID BEGINNING BEARS NORTH 02013'56" WEST; THENCE WESTERLY AND SOUTHWESTERLY ALONG SAID CURVE, 95.99 FEET, THROUGH A CENTRAL ANGLE OF 62117'04"; THENCE SOUTH 25029'00" WEST, 12.47 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 61.30 FEET; THENCE SOUTHWESTERLY AND WESTERLY ALONG SAID CURVE, 69.67 FEET, THROUGH A CENTRAL ANGLE OF 6500700"; THENCE NORTH 89024'00" WEST, 180.95 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 59.50 FEET, THENCE WESTERLY AND NORTHWESTERLY ALONG SAID CURVE, 74.29 FEET THROUGH A CENTRAL ANGLE OF 71032'00"; THENCE NORTH 17052'00" WEST, 17.75 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 58.75 FEET, THENCE NORTHWESTERLY AND WESTERLY ALONG SAID CURVE, 78.85 FEET THROUGH A CENTRAL ANGLE OF 76154'00"; THENCE SOUTH 85014'00" WEST, 4.78 FEET; THENCE NORTH 18007142" WEST, 16.86 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 26.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS SOUTH 1800742" EAST, THENCE NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY ALONG SAID CURVE, 76.46 FEET THROUGH A CENTRAL ANGLE OF 168030'06" TO THE HEREINABOVE DESCRIBED LINE BEARING NORTH 00033'00" EAST 829.34 FEET; THENCE ALONG SAID LAST LINE NORTH 00"33'00" EAST, 342.16 FEET TO THE TRUE POINT OF BEGINNING. PARCEL B: ALL THAT CERTAIN REAL PROPERTY IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING THAT PORTION OF LOT W OF THE VAN DE GRAAFF TRACT, PER MAP RECORDED IN BOOK 4, PAGE 440 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE MOST EASTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO GRACE AMANDA SCARBROUGH, RECORDED NOVEMBER 16, 1984, AS DOCUMENT NO. 84-478088 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, WITH THE SOUTHERLY LINE OF THE SOUTHERN PACIFIC RAILROAD RIGHT-OF-WAY 50.00 FEET WIDE; THENCE, ALONG SAID SOUTHERLY LINE, SOUTH 89045'13" WEST, 81.18 FEET TO THE NORTHEASTERLY PROLONGATION OF A 5-FOOT HIGH CHAINLINK FENCE; THENCE ALONG SAIL NORTHEASTERLY PROLONGATION AND SAID FENCE AND THE SOUTHWESTERLY PROLONGATION THEREOF SOUTH 18014'18" WEST, 1207.48 FEET TO THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED TO SCARBROUGH; THENCE ALONG SAID SOUTHERLY LINE AND SAID EASTERLY LINE SOUTH 89030'25" EAST, 83.11 FEET AND NORTH 18008'09" EAST, 1207.88 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PROPERTY IS ALSO DESCRIBED IN JUDGMENTS AND FINAL ORDER OF CONDEMNATION RECORDED FEBRUARY 20, 1996 AS INSTRUMENT NO. 19960078386 OF OFFICIAL RECORDS. PARCEL C: THAT PORTION OF LOT 4 OF THE TRAVIS TRACT, IN THE CITY OF ANAHEIM, AS SHOWN ON A MAP RECORDED IN BOOK 5, PAGE 120, MISCELLANEOUS RECORDS, OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE CENTER LINE OF DOUGLAS ROAD, 40.00 FEET WIDE, DISTANT ALONG SAID CENTER LINE NORTH 00 33' 45" EAST 85.00 FEET FROM THE INTERSECTION OF SAID CENTER LINE WITH THE CENTER LINE OF KATELLA AVENUE, FORMERLY STRUCK AVENUE, AS DESCRIBED IN DEED TO ORANGE COUNTY RECORDED IN BOOK 611, PAGE 11 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, AND SAID DOUGLAS ROAD, AS DESCRIBED IN DEED IN BOOK 682, PAGE 109 OF DEEDS, RECORDS OF SAID ORANGE COUNTY, THENCE, NORTH 89° 26' 15" WEST 40.00 FEET; THENCE, SOUTH 51" 07' 19" WEST, 38.32 FEET TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 60.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTER LINE OF KATELLA AVENUE; THENCE ALONG SAID PARALLEL LINE, NORTH 881 53' 52" WEST, 445.00 FEET; THENCE, NORTH 35018' 47" WEST, 75.80 FEET; THENCE, NORTH O1° 29' 28" EAST, 479.87 FEET; THENCE, NORTH 140 15' 43" EAST 101.79 FEET; THENCE, SOUTH 881 53' 52" EAST, PARALLEL WITH SAID CENTER LINE OF KATELLA AVENUE, 527.13 FEET TO SAID CENTER LINE OF DOUGLAS ROAD; THENCE, SOUTH 01 33' 45" WEST, ALONG SAID CENTER LINE OF DOUGLAS ROAD, 615.00 FEET TO THE POINT OF BEGINNING. EXCEPT THOSE PORTIONS OF SAID LAND AS GRANTED TO THE COUNTY OF ORANGE, BY DEED RECORDED IN BOOK 9773, PAGE 428, OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF KATELLA AVENUE, FORMERLY STRUCK AVENUE, AS DESCRIBED IN DEED TO ORANGE COUNTY, RECORDED IN BOOK 611, PAGE 11 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, WITH THE CENTER LINE OF DOUGLAS ROAD, AS DESCRIBED IN DEED TO SAID ORANGE COUNTY, RECORDED IN BOOK 682, PAGE 109, OF DEEDS, IN SAID LAST MENTIONED OFFICE; THENCE ALONG SAID CENTER LINE OF DOUGLAS ROAD, NORTH 00 33' 45" EAST 85.00 FEET; THENCE NORTH 890 26' 15" WEST, 40.00 FEET; THENCE SOUTH 511 07' 19" WEST, 38.32 FEET TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 60.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTER LINE OF KATELLA AVENUE; THENCE ALONG SAID PARALLEL LINE NORTH 880 53' 52" WEST, 255.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 880 53' 52" WEST, 190.00 FEET; THENCE NORTH 351 18' 47" WEST, 25.80 FEET; THENCE SOUTH 830 07' 23" EAST, 206.37 FEET TO SAID TRUE POINT OF BEGINNING. AND EXCEPT: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF KATELLA AVENUE, FORMERLY STRUCK AVENUE, AS DESCRIBED IN DEED TO ORANGE COUNTY, RECORDED IN BOOK 611, PAGE 11 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, WITH THE CENTER LINE OF DOUGLAS ROAD AS DESCRIBED IN DEED TO SAID ORANGE COUNTY RECORDED IN BOOK 682, PAGE 109 OF DEEDS, IN SAID LAST MENTIONED OFFICE; THENCE ALONG SAID CENTER LINE OF DOUGLAS ROAD, NORTH 0° 33' 45" EAST, 85.00 FEET; THENCE NORTH 890 26' 15" WEST, 40.00 FEET; THENCE SOUTH 511 07' 19" WEST, 38.32 FEET TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 60.00 FEET; MEASURED AT RIGHT ANGLES, FROM SAID CENTER LINE OF KATELLA AVENUE; THENCE ALONG SAID PARALLEL LINE, NORTH 88° 53' 52" WEST, 445.00 FEET; THENCE NORTH 351 18' 47" WEST, 75.80 FEET; THENCE NORTH 01° 29' 28" EAST, 438.31 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 010 29' 28" EAST, 41.56 FEET; THENCE NORTH 140 15' 43" EAST, 101.79 FEET; THENCE SOUTH 881 53' 52" EAST, PARALLEL WITH SAID CENTER LINE OF KATELLA AVENUE, 18.92 FEET; THENCE SOUTH 24' 45' 19" WEST, 53.51 FEET; THENCE SOUTH 13° 57' 06" WEST, 94.02 FEET TO SAID TRUE POINT OF BEGINNING. TRACT B: BEING PARCEL 1, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP OF PARCEL MAP NO. 98-107 FILED IN BOOK 303, PAGES 45 THROUGH 48, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY. EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 1; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 1 THROUGH THE FOLLOWING COURSES: THENCE SOUTH 00045-12" WEST, 198.98 FEET; THENCE SOUTH 13043'36" WEST, 99.37 FEET; THENCE SOUTH 24012'39" WEST, 201.30 FEET; THENCE SOUTH 34046-46" WEST, 30.38 FEET; THENCE LEAVING SAID SOUTHEASTERLY LINE NORTH 65012'17" WEST, 60.84 FEET; THENCE NORTH 1504536" EAST, 22.13 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 360.00 FEET; THENCE NORTHERLY AND NORTHWESTERLY ALONG SAID CURVE, 382.85 FEET, THROUGH A CENTRAL ANGLE OF 60055'59", TO THE BEGINNING OF A REVERSE CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 35.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS SOUTH 44049'37" WEST; THENCE NORTHWESTERLY AND NORTHEASTERLY ALONG SAID CURVE, 46.76 FEET, THROUGH A CENTRAL ANGLE OF 76032'30", TO THE BEGINNING OF A REVERSE CURVE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 180.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS SOUTH 58°37'53" EAST; THENCE NORTHEASTERLY ALONG SAID CURVE, 79.57 FEET, THROUGH A CENTRAL ANGLE OF 25°19'42", TO THE NORTHERLY LINE OF SAID PARCEL 1; THENCE ALONG SAID NORTHERLY LINE OF SAID PARCEL 1 THROUGH THE FOLLOWING COURSES: THENCE SOUTH 89036'46" EAST, 124.52 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 543.14 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, 75.68 FEET, THROUGH A CENTRAL ANGLE OF 07159'02"; THENCE SOUTH 8103744" EAST, 48.48 FEET TO THE POINT OF BEGINNING. TRACT C: PARCEL A: PARCEL 1 AS SHOWN ON LOT LINE ADJUSTMENT NO. LLA-0000518, AS EVIDENCED BY DOCUMENT RECORDEDJUNE 05, 2002 AS INSTRUMENT NO. 20020470871 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, ALL OF PARCELS 1 AND 2 OF LOT LINE ADJUSTMENT NO. LLA-0000486, RECORDED JULY 16, 2001 AS INSTRUMENT NO. 2001-0476771, OFFICIAL RECORDS OF SAID COUNTY OF ORANGE, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL I OF LOT LINE ADJUSTMENT NO. LLA-0000486, SAID NORTHWEST CORNER BEING ON THE CENTERLINE OF DOUGLASS ROAD AS SHOWN ON SAID LOT LINE ADJUSTMENT; THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 1, BEING THE CENTERLINE OF SAID DOUGLASS ROAD, SOUTH 000 33' 34" WEST, 529.23 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 2 OF SAID LOT LINE ADJUSTMENT; THENCE ALONG THE NORTHERLY LINE OF PARCEL 3 OF SAID LOT LINE ADJUSTMENT, SOUTH 89° 26' 26" EAST, 416.74 FEET; THENCE SOUTH 44° 26' 26" EAST, 559.81 FEET TO THE SOUTHEASTERLY CORNER OF SAID PARCEL 2 OF SAID LOT LINE ADJUSTMENT; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 2 NORTH 180 51,201, EAST, 1012.75 FEET TO THE NORTHEAST CORNER OF SAID PARCEL 2; THENCE ALONG THE NORTHERLY LINE OF SAID PARCELS 1 AND 2 OF SAID LOT LINE ADJUSTMENT NORTH 890 37,20 WEST, 637.96 FEET; THENCE SOUTH 890 55' 40" WEST, 24.90 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 3794.75 FEET; THENCE WESTERLY 469.32 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 070 05' 10" FEET TO THE POINT OF BEGINNING, A RADIAL LINE THROUGH SAID POINT OF BEGINNING BEARS NORTH 07° 09' 30" WEST. PARCEL B: PARCEL 3 AS SHOWN ON LOT LINE ADJUSTMENT NO. LLA-0000486, AS EVIDENCED BY DOCUMENT RECORDEDJULY 16, 2001 AS INSTRUMENT NO. 20010476771 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, THAT PORTION OF DOUGLASS ROAD AND THOSE PORTIONS OF PARCELS 1, 4, AND 8 OF PARCEL MAP NO. 97-187, AS PER MAP RECORDED IN PARCEL MAP BOOK 304, PAGES 31 THROUGH 36, INCLUSIVE, RECORDS OF SAID COUNTY OF ORANGE, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL MAP NO. 97-187, SAID NORTHWEST CORNER BEING ON THE CENTERLINE OF DOUGLASS ROAD AS SHOWN ON SAID PARCEL MAP; THENCE ALONG SAID CENTERLINE OF DOUGLASS ROAD SOUTH 00 33' 34" WEST 529.23 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID CENTERLINE OF DOUGLASS ROAD SOUTH 00 33' 34" WEST 573.32 TO THE SOUTHWEST CORNER OF SAID PARCEL MAP; THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL MAP SOUTH 880 53' 15" EAST 751.51 FEET TO THE SOUTHEAST CORNER SAID PARCEL MAP; THENCE ALONG THE EASTERLY LINE OF SAID PARCEL MAP NORTH 180 51' 45" EAST 194.57 FEET, THENCE LEAVING SAID EASTERLY LINE NORTH 440 26' 26" WEST 559.81 FEET; THENCE NORTH 890 26' 26" WEST 416.74 FEET TO THE TRUE POINT OF BEGINNING. TRACT D: PARCEL A: PARCEL 1, AS SHOWN ON LOT LINE ADJUSTMENT LLA-0000569, AS EVIDENCED BY DOCUMENT RECORDED JUNE 07, 2004, AS INSTRUMENT NO. 2004000512803 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING PARCEL 2 AS SHOWN ON EXHIBIT "B" ATTACHED TO CERTIFICATE OF COMPLIANCE 2004-00052 RECORDED 06/03/04 AS INSTRUMENT NO. 2004000498885. TOGETHER WITH PARCEL 1 AS SHOWN ON EXHIBIT "B" ATTACHED TO SAID CERTIFICATE OF COMPLIANCE EXCEPTING THERFROM THAT PORTION DESCRIBED AS FOLLOWS; BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 1; THENCE ALONG THE SOUTHERLY BORDER OF SAID PARCEL 1 NORTH 88053'52" WEST 243.37 FEET; THENCE LEAVING SAID SOUTHERLY BOUNDARY NORTH 00000'05" WEST 242.43 FEET; THENCE NORTH 90000'00" EAST 69.48 FEET; THENCE NORTH 00014'52" EAST 115.56 FEET; THENCE NORTH 89059'47" EAST 23.32 FEET TO A TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 55.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 40.68 FEET THROUGH A CENTRAL ANGLE OF 42022'34" TO A POINT OF A TANGENT REVERSE CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 95.00 FEET, THE RADIAL BEARING TO SAID POINT OF REVERSE CURVE BEARS NORTH 42022'48" EAST; THENCE SOUTHEASTERLY ALONG SAID REVERSE CURVE 74.62 FEET THROUGH A CENTRAL ANGLE OF 45000'07" TO A TANGENT LINE; THENCE ALONG SAID TANGENT LINE NORTH 87022'41" EAST 47.81' TO THE EASTERLY BOUNDARY OF SAID PARCEL 1; THENCE ALONG SAID EASTERLY BOUNDARY SOUTH 00033'34" WEST 325.78 FEET TO THE POINT OF BEGINNING. PARCEL B: PARCEL 2, AS SHOWN ON LOT LINE ADJUSTMENT LLA-0000569, AS EVIDENCED BY DOCUMENT RECORDED JUNE 07, 2004, AS INSTRUMENT NO. 2004000512803 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING A PORTION OF SAID CERTIFICATE OF COMPLIANCE DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 1; THENCE ALONG THE SOUTHERLY BORDER OF SAID PARCEL 1 NORTH 88053'52" WEST 243.37 FEET; THENCE LEAVING SAID SOUTHERLY BOUNDARY NORTH 00000'05" WEST 242.43 FEET; THENCE NORTH 90000'00" EAST 69.48 FEET; THENCE NORTH 00014'52' EAST 115.56 FEET; THENCE NORTH 89059'47" EAST 23.32 FEET TO A TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 55.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 40.68 FEET THROUGH A CENTRAL ANGLE OF 42022'34" TO A POINT OF A TANGENT REVERSE CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 95.00 FEET, THE RADIAL BEARING TO SAID POINT OF REVERSE CURVE BEARS NORTH 42022'48" EAST; THENCE SOUTHEASTERLY ALONG SAID REVERSE CURVE 74.62 FEET THROUGH A CENTRAL ANGLE OF 45000'07" TO A TANGENT LINE; THENCE ALONG SAID TANGENT LINE NORTH 87022'41" EAST 47.81' TO THE EASTERLY BOUNDARY OF SAID PARCEL 1; THENCE ALONG SAID EASTERLY BOUNDARY SOUTH 00033'34" WEST 325.78 FEET TO THE POINT OF BEGINNING. TRACT E: PARCEL A: PARCEL 1 OF PARCEL MAP 98-105, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 303, PAGES 34 THROUGH 38 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM A PORTION OF SAID LAND ALL MINERALS, GAS, OIL, PETROLEUM, NAPTHA AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THE ABOVE DESCRIBE STRIP OF LAND, TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR, DEVELOP, PRODUCE, EXTRACT, AND TAKE THE SAME, SUBJECT TO THE EXPRESS LIMITATIONS THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION, AND TAKING OF ANY OF SAID SUBSTANCES SHALL BE CARRIED ON AT LEVELS BELOW THE DEPTH OF 100 FEET FROM THE SURFACE OF THE ABOVE DESCRIBED STRIP OF LAND, BY MEANS OF MINES, WELLS, DERRICKS AND/OR OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND LYING OUTSIDE OF THE ABOVE DESCRIBED STRIP OF LAND, AND SUBJECT FURTHER TO THE EXPRESS LIMITATION THAT THE FOREGOING RESERVATION SHALL IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHT OF ENTRY IN AND UPON THE SURFACE OF THE ABOVE -DESCRIBED STRIP OF LAND, AS MORE PARTICULARLY SET FORTH IN THAT CERTAIN DOCUMENT RECORDED MARCH 28, 1961 IN BOOK 5670, PAGE 113 OF OFFICIAL RECORDS. PARCEL B: PARCEL 1 OF PARCEL MAP 98-106, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 303, PAGES 39 THROUGH 44 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ALL MINERALS, GAS, OIL, PETROLEUM, NAPTHA AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THE ABOVE DESCRIBE STRIP OF LAND, TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR, DEVELOP, PRODUCE, EXTRACT, AND TAKE THE SAME, SUBJECT TO THE EXPRESS LIMITATIONS THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION, AND TAKING OF ANY OF SAID SUBSTANCES SHALL BE CARRIED ON AT LEVELS BELOW THE DEPTH OF 100 FEET FROM THE SURFACE OFTHE ABOVE DESCRIBED STRIP OF LAND, BY MEANS OF MINES, WELLS, DERRICKS AND/OR OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND LYING OUTSIDE OF THE ABOVE DESCRIBED STRIP OF LAND, AND SUBJECT FURTHER TO THE EXPRESS LIMITATION THAT THE FOREGOING RESERVATION SHALL IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHT OF ENTRY IN AND UPON THE SURFACE OF THE ABOVE -DESCRIBED STRIP OF LAND, AS MORE PARTICULARLY SET FORTH IN THAT CERTAIN DOCUMENT RECORDED MARCH 28, 1961 IN BOOK 5670, PAGE 113 OF OFFICIAL RECORDS. PARCEL C: PARCEL 1 AS SHOWN ON LOT LINE ADJUSTMENT NO. 362 RECORDED NOVEMBER 19, 1996 AS INSTRUMENT NO. 19960582825 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA. EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 1; THENCE NORTH 06028'23" EAST 278.04 FEET ALONG THE WESTERLY BOUNDARY OF SAID LOT 1 ALSO BEING THE EASTERLY LINE OF DOUGLASS ROAD (32.00 FEET HALF WIDTH) AS SHOWN ON SAID LOT LINE ADJUSTMENT; THENCE NORTH 48049'36" EAST 26.41 FEET CONTINUING ALONG SAID BOUNDARY TO A POINT ON THE SOUTHERLY LINE OF KATELLA AVENUE (60.00 FEET HALF WIDTH) AS SHOWN ON SAID LOT LINE ADJUSTMENT; THENCE SOUTH 88054'16" EAST 307.89 FEET CONTINUING ALONG SAID BOUNDARY AND SAID SOUTHERLY LINE TO THE EASTERLY CORNER OF SAID LOT 2, AND THE BEGINNING POINT OF A NON -TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 429.99 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 65032'15" EAST; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 00052'26" A DISTANCE OF 6.56 FEET; THENCE NORTH 88054'16" WEST PARALLEL WITH AND 6.00 FEET SOUTHERLY OF SAID SOUTHERLY LINE, A DISTANCE OF 256.65 FEET; THENCE SOUTH 46°03'36" WEST, A DISTANCE OF 20.52 FEET TO THE BEGINNING POINT OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 2064.00 FEET; A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 88034'32" EAST; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 05054'59" A DISTANCE OF 213.13 FEET; THENCE SOUTH 07120'27" WEST 108.60 FEET TO A POINT ON THE SOUTHEASTERLY BOUNDARY OF SAID LOT 2; THENCE SOUTH 46101'34" WEST 97.03 FEET ALONG SAID SOUTHEASTERLY BOUNDARY TO THE MOST SOUTHERLY CORNER OF SAID LOT 2; THENCE NORTH 06028'23" EAST 110.78 FEET ALONG THE WESTERLY BOUNDARY OF SAID LOT 2, ALSO BEING THE EASTERLY LINE OF DOUGLASS ROAD (30.00 FEET HALF WIDTH) AS SHOWN ON SAID LOT LINE ADJUSTMENT; THENCE NORTH 27032'50" EAST 5.56 FEET ALONG LAST SAID BOUNDARY TO THE POINT OF BEGINNING. ALL BEARINGS AND DISTANCES IN THIS DESCRIPTION ARE GRID, BASED ON THE CALIFORNIA COORDINATE SYSTEM (NAD 83), ZONE 6. TO OBTAIN GROUND DISTANCES, DIVIDE THE GRID DISTANCE SHOWN HEREIN BY 0.99998553. SAID PROPERTY BEING DESCRIBED AS PARCEL "A" IN CERTIFICATE OF COMPLIANCE COC2012-00135 RECORDED FEBRUARY 13, 2013 AS INSTRUMENT NO. 2013000091553 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. TRACT F: PARCEL A: PARCEL 2, IN THE CITY OF ANAHEIM, AS SHOWN ON A MAP FILED IN BOOK 106, PAGE(S) 12 AND 13, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL B: AN EASEMENT FOR SANITARY SEWER, AS CREATED IN INSTRUMENT RECORDED IN BOOK 12673, PAGE 623 OF OFFICIAL RECORDS, OVER THAT PORTION OF PARCEL 1, IN THE CITY OF ANAHEIM, AS SHOWN ON THE MAP FILED IN BOOK 106, PAGES 12 AND 13 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL; THENCE NORTH 050 50' 29" EAST 24.00 FEET; THENCE NORTH 840 09' 31" WEST 7.50 FEET; THENCE SOUTH 05' 50' 29" WEST 24.00 FEET; THENCE SOUTH 84' 09' 31" EAST 7.50 FEET TO THE POINT OF BEGINNING. LOT B LEGAL DESCRIPTION The Land referred to herein below is situated in the City of Anaheim, County of Orange, State of California, and is described as follows: PARCEL 1 OF PARCEL MAP 98-105, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 303, PAGES 34 THROUGH 38 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. "EXHIBIT C" DEVELOPMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Council City of Anaheim c/o City Clerk P.O. Box 3222 Anaheim, California 92805 (Space Above Line For Recorder's Use) DEVELOPMENT AGREEMENT NO.2020-00004 BETWEEN THE CITY OF ANAHEIM AND ANAHEIM REAL ESTATE PARTNERS, LLC, TS ANAHEIM, LLC AND FCD, LLC Date: 5194263.1 (09.19.2022) DEVELOPMENT AGREEMENT NO.2020-00004 BETWEEN THE CITY OF ANAHEIM AND ANAHEIM REAL ESTATE PARTNERS, LLC TABLE OF CONTENTS Page Section 1. DEFINITIONS......................................................................................................9 1.1 Administrative Fees..............................................................................................9 1.2 Affiliate.................................................................................................................9 1.3 Amphitheater.........................................................................................................9 1.4 Amphitheater Parcel..............................................................................................9 1.5 Annexation Parcels...............................................................................................9 1.6 Annexation Public Facilities Capacity..................................................................9 1.7 Arena Signs...........................................................................................................9 1.8 Arena Special Sign District.................................................................................10 1.9 Arena Sign Revenue...........................................................................................10 1.10 ARTIC Expansion...............................................................................................10 1.11 ARTIC FMA.......................................................................................................10 1.12 ARTIC FMA Amendment..................................................................................10 1.13 ARTIC Garage....................................................................................................10 1.14 ARTIC Improvements........................................................................................10 1.15 ARTIC Signs.......................................................................................................10 1.16 ARTIC Sign Revenue.........................................................................................10 1.17 Assessment District.............................................................................................10 1.18 Authorizing Ordinance........................................................................................10 1.19 CFD 08-1............................................................................................................10 1.20 CFD 08-1 RMA..................................................................................................10 1.21 CFD Improvements.............................................................................................11 1.22 City......................................................................................................................11 1.23 City Support........................................................................................................11 1.24 Consturction Inflation Index...............................................................................11 1.25 DA Ordinance.....................................................................................................11 1.26 Development.......................................................................................................11 1.27 Development Agreement....................................................................................11 1.28 Development Agreement Date............................................................................11 1.29 Development Agreement Statute........................................................................11 1.30 Development Approvals.....................................................................................11 1.31 Development Impact Fees...................................................................................12 1.32 Enabling Ordinance............................................................................................12 1.33 Encroachment License........................................................................................12 1.34 Exisiting Honda Center FMA.............................................................................12 1.35 Exisiting Land Use Regulations..........................................................................12 1.36 Expanded ARTIC Garage Funding.....................................................................13 5194263.1 (09.19.2022) �1� 1.37 Expanded ARTIC Garage...................................................................................13 1.38 Final Site Plan.....................................................................................................13 1.39 Gross Floor Area/GFA........................................................................................13 1.40 Honda Center Expansion....................................................................................13 1.41 Honda Center FMA Amendment.........................................................................13 1.42 Honda Center Improvements..............................................................................13 1.43 Reserved..............................................................................................................13 1.44 Lot B...................................................................................................................13 1.45 Lot B Building....................................................................................................13 1.46 Master and Final Site Plans.................................................................................13 1.47 Master Site Plan ..................................................................................................13 1.48 Meadow Park......................................................................................................14 1.49 Merchant Builder................................................................................................14 1.50 Minor Land Exchanges.......................................................................................14 1.51 Mortgage.............................................................................................................14 1.52 Mortagee.............................................................................................................14 1.53 New CFD............................................................................................................14 1.54 New CFD Improvements....................................................................................14 1.55 Operating Memoranda........................................................................................14 1.56 Owner..................................................................................................................14 1.57 Parking Areas......................................................................................................14 1.58 Parking Utilization Study....................................................................................14 1.59 Permitted Development......................................................................................15 1.60 Platinum Triangle................................................................................................15 1.61 Previous CEQA Analysis....................................................................................15 1.62 Private Maintenance............................................................................................15 1.63 Proposed Fees.....................................................................................................15 1.64 Procedures Resolution........................................................................................15 1.65 Project.................................................................................................................15 1.66 Property...............................................................................................................15 1.67 Reserved..............................................................................................................15 1.68 Series B Offering................................................................................................15 1.69 Spring -Up Maintenance District........................................................15 1.70 Support Commercial Uses................................................................16 1.71 Reserved...................................................................................16 1.72 Term.......................................................................................16 1.74 Transit Special Sign District............................................................16 1.75 Wellness Park..................................................................................16 1.76 Zoning Code...................................................................................................16 Section 2. CONDITIONS PRECEDENT TO EFFECTIVENESS OF DEVELOPMENT AGREEMENT AND PROVISION OF PUBLIC BENEFITS..........................................................................................................16 Section3. TERM................................................................................................................. 17 Section 4. BINDING COVENANTS..................................................................................18 5194263.1(09.19.2022) (11) Section 5. EFFECT OF AGREEMENT..............................................................................18 Section 6. PROJECT LAND USES.....................................................................................18 Section 7. PERMITTED DEVELOPMENT........................................................................19 7.1 Description of Permitted Development..............................................................19 7.2 Pardee Finding....................................................................................................19 7.3 Parking Areas ......................................................................................................19 7.4 ARTIC Garage.................................................................................................... 21 7.5 Life of Subdivision Maps and Other Development Approvals ..........................22 7.6 Written Verification of Sufficient Water Supply................................................22 7.7 Minor Land Exchanges.......................................................................................22 7.8 Dedications/Abandonments Related to River Road, Katella Aveneue andDouglass Road.............................................................................................23 7.9 Encroachment License....................................................................................23 7.10 Potential Development of Lot B.....................................................................24 Section 8. DENSITY OF PERMITTED BUILDINGS.......................................................24 Section 9. ENFORCEMENT...............................................................................................24 Section 10. PUBLIC IMPROVEMENTS AND SERVICES................................................24 10.1 Construction Parking and Access, Construction Schedule.................................26 10.2 Utilities (Water, Electrical, Gas, Sewer, Drainage and Telecommunications).......................................................................................... 26 10.3 Water Service......................................................................................................26 10.4 Sanitary Sewer and Storm Drains.......................................................................26 10.5 Conveyance of Utility Easements.......................................................................27 10.6 Timing, Phasing and Sequence of Public Improvements and Facilities.............27 10.7 Traffic Circulation Improvements......................................................................27 10.8 Public and Fire Access Easements......................................................................27 10.9 Prevailing Wage..................................................................................................28 10.10 Reserved..............................................................................................................28 10.11 Construction of Public Improvements................................................................28 10.12 Maintenance of Public and Private Infrastructure Improvements ......................29 Section 11. PUBLIC IMPROVEMENTS AND SERVICES - PARKS, AMPHITHEATER AND BIKE TRAIL LANDSCAPED AREA ..................... 29 Section 12. REIMBURSEMENT PROVISION...................................................................35 Section 13. DEDICATIONS AND EXACTIONS.............................................................................3 5 Section 14. FEES, TAXES, AND ASSESSMENTS ....................... 14.1 Fees, Taxes and Assessments ............................................. 36 36 5194263.1(09.19.2022) (iii) 14.2 Reserved..............................................................................................................36 14.3 Excluded Development Fees...............................................................................36 14.4 Platinum Triangle Infrastructure Assessment District........................................37 14.5 CFD 08-1............................................................................................................37 14.6 New CFD............................................................................................................ 37 14.7 Accounting of Funds...........................................................................................38 14.8 Imposition of Increased Fees, Taxes or Assessments.........................................38 Section 15. COVENANTS, CONDITIONS AND RESTRICTIONS ...........................38 Section 16. NEXUS/REASONABLE RELATIONSHIP CHALLENGES ...........................39 Section 17. TIMING OF DEVELOPMENT Section 18. EXISTING USES ....................... 39 ............................ 39 Section 19. FUTURE APPROVALS.....................................................................................39 19.1 Basis for Denying or Conditional Granting Future Approvals ...........................39 19.2 Standard of Review.............................................................................................40 19.3 Future Amendments to Master and Final Site Plans...........................................40 Section 20. AMENDMENT...................................................................................................40 20.1 Initiation of Amendment.....................................................................................40 20.2 Procedure............................................................................................................40 20.3 Consent...............................................................................................................40 20.4 Amendments....................................................................................................... 40 20.5 Effect of Amendment to Development Agreement ............................................ 41 20.6 Operating Memoranda........................................................................................ 41 Section 21. NON -CANCELLATION OF RIGHTS.............................................................. 41 Section 22. BENEFITS TO CITY......................................................................................... 42 Section 23. BENEFITS TO OWNER....................................................................................44 Section 24. UNDERTAKINGS AND ASSURANCES CONTEMPLATED AND PROMOTED BY DEVELOPMENT AGREEMENT STATUTE .....................45 Section 25. RESERVED AUTHORITY................................................................................46 25.1 State and Federal Laws and Regulations............................................................46 25.2 Model Codes.......................................................................................................46 25.3 Public Health and Safety.....................................................................................46 Section 26. CANCELLATION .............. 26.1 Initiation of Cancellation .... 26.2 Procedure ............................ 26.3 Consent of Ownerand City.. 46 46 46 46 5194263.1 (09.19.2022) (Iv) Section 27. PERIODIC REVIEW..........................................................................................46 27.1 Time for Review................................................................................................. 46 27.2 Owner's Submission...........................................................................................47 27.3 Findings...............................................................................................................47 27.4 Initiation of Review by City Council..................................................................47 Section 28. EVENTS OF DEFAULT....................................................................................47 28.1 Defaults by Owner..............................................................................................47 28.2 Specific Performance Remedy............................................................................48 28.3 Liquidated Damages and other CITY Remedy...................................................48 Section 29 MODIFICATION OR TERMINATION............................................................49 29.1 Notice to Owner..................................................................................................49 29.2 Public Hearing....................................................................................................49 29.3 Decision..............................................................................................................49 29.4 Standard of Review.............................................................................................49 29.5 Implementation...................................................................................................49 29.6 Schedule for Compliance....................................................................................49 Section 30. ASSIGNMENT...................................................................................................50 30.1 Right to Assign................................................................................................... 50 30.2 Release Upon Transfer........................................................................................50 Section 31. NO CONFLICTING ENACTMENTS...............................................................51 Section32. GENERAL..........................................................................................................51 32.1 Force Majeure..................................................................................................... 51 32.2 Construction of Development Agreement.......................................................... 51 32.3 Severability......................................................................................................... 52 32.4 Cumulative Remedies......................................................................................... 52 32.5 Hold Harmless Agreement..................................................................................52 32.6 Cooperation in the Event of Legal Challenge.....................................................52 32.7 Continued Processing..........................................................................................53 32.8 Tolling of Agreement and Project Approvals.....................................................53 32.9 Public Agency Coordination...............................................................................53 32.10 Initiative Measures..............................................................................................53 32.11 Attorneys' Fees................................................................................................... 54 32.12 No Waiver...........................................................................................................54 32.13 Authority to Execute........................................................................................... 54 32.14 Notice..................................................................................................................54 32.15 Captions..............................................................................................................55 32.16 Consent...............................................................................................................55 32.17 Further Actions and Instruments.........................................................................55 32.18 Subsequent Amendment to Authorizing Statute.................................................56 32.19 Governing Law...................................................................................................56 32.20 Effect on Title..................................................................................................... 56 5194263.1 (09.19.2022) (v) 32.21 Mortgagee Protection..........................................................................................56 32.22 Notice of Default to Mortgagee, Right of Mortgagee to Cure ............................56 32.23 Bankruptcy..........................................................................................................56 32.24 Disaffirmance......................................................................................................57 32.25 No Third Party Beneficiaries.............................................................................. 57 32.26 Project as a Private Undertaking.........................................................................57 32.27 Restrictions.........................................................................................................58 32.28 Recitals................................................................................................................58 32.29 Recording............................................................................................................58 32.30 Title Report.........................................................................................................58 32.31 Entire Agreement................................................................................................58 32.32 Successors and Assigns.......................................................................................58 32.33 Owner's Title of Property................................................................................... 58 32.34 Exhibits............................................................................................................... 58 32.35 Delegation.................................................................................58 5194263.1(09.19.2022) (V1) LIST OF EXHIBITS Exhibit "A" Legal Description of the Property Exhibit "A- I" Lot B Legal Description Exhibit `B" Master Site Plan No. MIS2020-00751 Exhibit 1113-1" Phasing Plan By Phase Including Infrastructure and Affordable Housing. Exhibit "C" Final Site Plans for Phase 1 Exhibit "D" Arena Signs and Arena Special Sign District Exhibit "E" ARTIC Signs and Transit Special Sign District Exhibit "F" Honda Center Improvements and Honda Center Expansion Exhibit "G" ARTIC Improvements and ARTIC Expansion Exhibit "H" CFD Improvements Exhibit "I" Minor Land Exchanges Exhibit "J" New CFD Improvements Exhibit "K" Maintenance Standards for Spring -Up Maintenance District Exhibit "K-1" Maintenance Obligations for Meadow Park, Wellness Park and Landscaping Adjacent to Santa Ana River Trail Exhibit "K-2" Form of Cooperation and Contribution Agreement for Operation and Maintenance of Shared City -Owned Intersections Exhibit "L" Conditions of Approval Exhibit "M" Meadow Park Joint Use and Operations Plan Exhibit "N" Transit Special Sign District Coordinated Sign Program Exhibit "O" Traffic Circulation Improvements/Smart Infrastructure Exhibit "P" Development Impact Fees Exhibit "P-1" Proposed Fees Exhibit "Q" Platinum Triangle Acquisition Agreement Exhibit "R" Housing Incentives Memorandum Exhibit "S" Reserved. Exhibit "T' CFD 08-1 Boundary Annexation Exhibit "U" Depiction of Maximum Event Perimeter and Property Line Exhibit "V" Reserved. Exhibit "W" Right of Way Dedication and Abandonment 5194263.1 (09.19.2022) (Vii) DEVELOPMENT AGREEMENT NO.2020-00004 BETWEEN THE CITY OF ANAHEIM AND ANAHEIM REAL ESTATE PARTNERS, LLC This Development Agreement is entered into this day of , 2022 ("Development Agreement Date"), by and between the City of Anaheim, a charter city and municipal corporation, duly organized and existing under the Constitution and laws of the State of California ("City") and Anaheim Real Estate Partners, LLC, TS Anaheim, LLC and FCD, LLC (collectively, "Owner"), pursuant to the authority set forth in Article 2.5 of Chapter 4 of Division 1 of Title 7, Sections 65864 through 65869.5 of the California Government Code (the "Development Agreement Statute"). RECITALS This Development Agreement is predicated upon the following facts: A. To strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Statute, Sections 65864, et seq., of the Government Code. The Development Agreement Statute authorizes CITY to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property in order to, among other things: encourage and provide for the development of public facilities in order to support development projects; provide certainty in the approval of development projects in order to avoid the waste of resources and the escalation in project costs and encourage investment in and commitment to comprehensive planning which will make maximum efficient utilization of resources at the least economic cost to the public; provide assurance to the applicants of development projects (1) that they may proceed with their projects in accordance with existing policies, rules and regulations, subject to the conditions of approval of such projects and provisions of such development agreements, and (2) encourage private participation in comprehensive planning and reduce the private and public economic costs of development. B. These Recitals refer to and utilize certain capitalized terms which are defined in this Development Agreement. The parties intend to refer to those definitions in conjunction with the use thereof in these Recitals. C. Since 1996, the Anaheim City Council has approved actions and California Environmental Quality Act environmental documents relating to the approximately 820-acre area generally bounded by the Santa Ana River on the east, the Anaheim City limits on the south, the Santa Ana Freeway (Interstate 5) on the west, and the Southern California Edison Company Easement on the north ("Platinum Triangle"). For the purposes of this Development Agreement, "Previous CEQA Analysis" includes all of the CEQA environmental documents described in these Recitals. 5194263.1 (09.19.2022) -1- D. On May 30, 1996, the Anaheim Planning Commission certified Final EIR (State Clearinghouse No. 95041029) and adopted Mitigation Monitoring Program No. 92 ("FEIR No. 320") and Area Development Plan No. 120 for the portion of the Anaheim Stadium property associated with the Sportstown Development. E. On March 2, 1999, the Anaheim City Council adopted the Anaheim Stadium Area Master Land Use Plan ("Stadium Area MLUP"). The boundaries for the Stadium Area MLUP were generally the same as those for the Platinum Triangle, with the exception that the Stadium Area MLUP included 15 acres adjacent to I-5 that are not a part of the current Platinum Triangle boundaries. As part of the approval process for the Anaheim Stadium Area MLUP, the City Council certified Final EIR (State Clearinghouse Number 9611041) and adopted Mitigation Monitoring Program No. 106 ("FEIR No. 321 ") . F. On May 25, 2004, the Anaheim City Council approved General Plan Amendment No. 2004-00419 setting forth the City's vision for development of the City of Anaheim (the "General Plan Amendment"), and certified Final Environmental Impact Report No. 330, adopting Findings of Fact and a Statement of Overriding Considerations, and associated Mitigation Monitoring Plans ("FEIR No. 330"), in conjunction with its consideration and approval of the General Plan Amendment, amendment of City's zoning code, and a series of related actions. G. City desires that the Platinum Triangle be developed as a combination of high quality industrial, office, commercial and residential uses, as envisioned in the General Plan Amendment. H. In order to carry out the goals and policies of the General Plan for the Platinum Triangle, on May 25, 2004, the City Council approved the Platinum Triangle Master Land Use Plan, setting forth the new vision for the Platinum Triangle. I. To further implement the goals and policies of the General Plan for the Platinum Triangle, the City Council has established the Platinum Triangle Mixed -Use Overlay Zone ("PTMU Overlay Zone") consisting of approximately three hundred and eighty-three (383) acres within the Platinum Triangle as depicted in the Platinum Triangle Master Land Use Plan to provide opportunities for high quality well -designed development projects that could be stand- alone projects or combine residential with non-residential uses including office, retail, business services, personal services, public spaces and uses, and other community amenities within the area. J. On October 25, 2005, the Anaheim City Council certified Final Subsequent Environmental Impact Report No. 332, adopting a Statement of Findings of Fact, a Statement of Overriding Considerations and the updated and modified Mitigation Monitoring Program No. 106A ("FSEIR No. 332") to provide for the implementation of the Platinum Triangle Master Land Use Plan, and in conjunction with its consideration and approval of General Plan Amendment No. 2004-00420, Miscellaneous Case No. 2005-00089, Zoning Code Amendment No. 2004-00036 and a series of related actions. Since certification of FSEIR No. 332, two addendums to the FSEIR have been adopted for the following projects: (1) Addendum No. 2. (June 2007); and (2) Addendum No. 3. Platinum Tower Project (August 2007). 5194263.1 (09.19.2022) -2- K. On August 21, 2007, the Anaheim City Council certified Final EIR (State Clearinghouse Number 2006111120) and adopted Mitigation Monitoring Program No. 143 ("FEIR No. 2006-00335") (2007 Certified FEIR) in conjunction with the approval of the Gene Autry Experience mixed -use project. L. In 2007, the City embarked upon a process to adopt a General Plan Amendment; amendments to the PTMLUP, PTMU Overlay Zone, and the Platinum Triangle Standardized Development, and related zoning reclassifications to increase the development intensities within the Platinum Triangle ("Platinum Triangle Expansion Project"). In December 2007, the Anaheim City Council approved the recirculated FSEIR No. 334 and in April 2008, reapproved FSEIR NO. 334 in connection with the Platinum Triangle Expansion Project. However, following the approval of FSEIR No. 334, a lawsuit was filed challenging the adequacy of FSEIR No. 334. In consideration of the City's exemplary historical record in avoiding CEQA litigation and its commitment to proper environmental review, the City Council repealed the approval of the Platinum Triangle Expansion Project FSEIR No. 334 and various related actions and directed staff to prepare a new subsequent EIR for the project. M. On September 28, 2010, the Anaheim City Council certified the Anaheim Regional Transportation Intermodal Center (ARTIC) Final EIR No. 2010-00343 (State Clearinghouse No. 2009071071) and adopted a Mitigation Monitoring Plan in support of the ARTIC project ("FEIR No. 343"). Since certification of FEIR No. 343, two addenda have been adopted for the following projects: (1) Addendum No. 1. ARTIC Conditional Use Permit No. 2010-05492 (May 2012); and (2) Addendum No. 2. ARTIC Special Sign District (February 2015). N. On October 26, 2010, the Anaheim City Council adopted General Plan Amendment No. 2008-00471 and approved an amendment to the Platinum Triangle Master Land Use Plan (Miscellaneous Case No. 2007-00188) and certified EIR No. 2008-00339 (State Clearinghouse No. 2004121045) and adopted the Updated and Modified Mitigation Monitoring Plan No. 106C (MMP 106C) ("FSEIR No. 339) , to increase the maximum number of dwelling units permitted in the PTMU Overlay Zone to 18,909 dwelling units, increase the maximum number of commercial square footage to 4,909,682, increase the maximum number of office square footage to 14,340,522 and add 1,500,000 of square footage of institutional land uses. SEIR No. 339 tiered off of FSEIR No. 332.On February 7, 2017, the City Council adopted Resolution 2017-018 amending the General Plan and Resolution 2017-019 amending the PTMULP which, among other actions, included a reduction of the Office High and Low total square footage from 4,478,356 to 4,309,486 square feet. On February 28,2017, the City Council adopted Ordinance No. 6397 amending the PTMU Overlay Zone which reflected this reduced Office High and Low square footage. On February 9, 2021, the City Council adopted Ordinance No. 6506 as part of an annual zoning code update, which inadvertently reflected the 4,478,356 Office High and Low square footage in place prior to the adoption of Ordinance No. 6397. For clarification, references to the "Approved Project" in Addendum No. 11 for the Project reflect the reduced office square footage adopted by the City Council in 2017. Since certification of FSEIR No. 339, ten addenda have been adopted for the following projects: (1) Addendum No. 1, Katella Avenue/Interstate 5 (April 2012); (2) Addendum No. 2. Platinum Gateway Project (December 2012); (3) Addendum 3. Platinum Vista Apartments Project (August 2014); (4) Addendum 4. Amended A -Town Metro Project (August 2015); (5) Addendum No. 5. Jefferson 5194263.1 (09.19.2022) -3- Stadium Park Project (June 2016); (6) Addendum No. 6. LT Platinum Center (August 2016); (7) Addendum No. 7. Gene Autry Way and State College Boulevard Improvements Project (March 2017); (8) Addendum No. 8.Orangewood Avenue Improvement Project (State College Boulevard to the Santa Ana River) (March 2018); (9) Addendum 9 — Orangewood Avenue Improvements from the Santa Ana River to the East of SR-57 (April 2022); (10) Addendum 10 — 710 E Katella proposed project application was withdrawn December 2021; and (12) Addendum 12 — Anaheim Fire Station No. 12 (August 2022) All ten adopted addenda concluded that these projects presented no changes or new information requiring preparation of a subsequent or supplemental EIR pursuant to Section 15162 of the CEQA Guidelines. O. On April 3, 2012, the Anaheim City Council certified Final EIR No. 2011-00344 (State Clearinghouse No. 2011091007) and adopted Mitigation Monitoring Plan No. 303 (MMP 303) ("FEIR No. 344") in conjunction with the Honda Center Enhancement Project and associated actions. P. On February 7, 2017, the City Council approved a Negative Declaration and Mitigation Monitoring Plan No. 339 ("2017 ND") in conjunction with adoption of amendments to the General Plan and the PTMLUP and other project actions to permit 153 single-family, attached condominium units. Q. On September 29 and October 6, 2020, the City Council approved certain actions pertaining to the Stadium District Sub -Area A Project. This included adoption of a resolution approving and adopting a Sustainable Communities Environmental Assessment (SCEA) for the Stadium District Sub -Area A Project, prepared based on a CEQA Guidelines Appendix N: Infill Environmental Checklist Form, pursuant to the Public Resources Code (PRC) Section 21155.2(b) and Infill Project Checklist PRC 21094.5 and CEQA Guidelines Section 15183.3. The City Council also adopted an Updated and Modified Mitigation Monitoring Plan (MMP) No. 106D applicable to projects in Stadium District Sub -Area A. Together, the above actions constitute the "2020 SCEA." R. Owner represents that it owns in fee or has an equitable interest in approximately 100 acres of real property and has development rights over portions of property owned by City, as created in this Development Agreement, the Development Approvals and the ARTIC and Honda Center FMA Amendments (as defined herein), located in the City of Anaheim, County of Orange ("County"), State of California, (collectively the "Property") in the Platinum Triangle and zoned PTMU Overlay and more particularly shown and described on Exhibit "A" attached. S. Owner desires to develop the Property in accordance with the provisions of this Development Agreement by developing a multi -phased, mixed use project, and is to consist of the Master Site Plan and Final Site Plans (collectively the "Project"). The Master Site Plan (MIS 2020-00751) is attached as Exhibit "B", and the Final Site Plans for Phase 1 (FSP 2020-00004, FSP 2020-00005, FSP 2020-00006, FSP 2020-00007 and FSP 2020-00008 ) are attached as Exhibit "C". The Master Site Plan and these five Final Site Plans are hereby approved due to the City's approval of this Development Agreement. Future Final Site Plans, as needed, will be filed, consistent with the Master Site Plan. The various phases of the Project as contemplated by Owner are specified in the attached Exhibit `B-1". 5194263.1 (09.19.2022) -4- T. Owner and City agree and acknowledge that (i) development and operation of the Project is interrelated with the operations and maintenance of the Honda Center and ARTIC; (ii) development and operation of the Project relies upon amendments to the Honda Center Facilities Management Agreement (as amended and restated, the "Honda Center FMA") and the ARTIC Facilities Management Agreement (as amended and restated, the "ARTIC FMA") and (iii) these amendments and restatements must be effective in order for the Project to be developed and operated and in order for Owner to provide City with various public benefits and amenities, as set out in this Development Agreement. U. Pursuant to the Honda Center FMA Amendment, (i) revenues (the "Arena Sign Revenue") derived from the operation of certain of the Project signs depicted on Exhibit "D", and located north of Katella Avenue (the "Arena Signs") and parking related revenues received by the Honda Center shall be applied to, among other uses, the cost of the maintenance and operations of and further capital improvements to the Honda Center including the Honda Center Improvements, and (ii) City shall (again, pursuant to the Honda Center FMA) receive a portion of the Arena Sign Revenue. Pursuant to the ARTIC FMA Amendment, revenues (the "ARTIC Sign Revenue") derived from the operation of certain of the Project signs depicted on Exhibit "E" and located south of Katella Avenue (the "ARTIC Signs") shall be applied, among other uses, to the cost of the Private Maintenance of and further capital improvements to ARTIC including the ARTIC Improvements. "Honda Center Improvements" and "ARTIC Improvements" are defined below in Sections 1.40 and 1.13, respectively. In order to facilitate the generation of the Arena Sign Revenue and the ARTIC Sign Revenue respectively, the Arena/Stadium Special Sign District and the ARTIC Special Sign District have been amended to create three sign districts: the Stadium Special District for Angel Stadium, the Arena Special Sign District for the Honda Center ("Arena Special Sign District") and the Transit Special Sign District for the multimodal public transit facility south of Katella Avenue (Transit Special Sign District"). The Arena Signs shall be authorized pursuant to the provisions of the Arena Special Sign District, and the ARTIC Signs shall be authorized pursuant to the provisions of the Transit Special Sign District. Owner and City agree that neither the Arena Special Sign District or the Transit Special Sign District include any digital advertising sign authorized by Anaheim Municipal Code Chapter 4.04.401 (Arena/Stadium Special Sign District) or any successor ordinance and located more than 1,000 feet from the Arena or any structure physically connected to the Arena. V. As specified in more detail in Section 22 of this Development Agreement, Owner shall provide City and its citizens extensive public benefits in connection with the development of the Project. These public benefits include the following traditional public benefits: (i) parks improvements estimated to cost approximately $25 million; (ii) affordable housing, at a value estimated to be $35 million; (iii) public infrastructure improvements estimated to cost approximately $80 million; (iv) Owner's agreement to perform ongoing Private Maintenance (as defined below in Section 1.58) obligations of public facilities estimated to cost approximately $30 million; (v) a $5 million dollar Offsite Park Contribution Fee with the proceeds of this fee to be used to pay for park improvements in the City's sole discretion; (vi) construction and maintenance of an approximately 4-acre park, Meadow Park and approximately 4.7-acre Wellness Park; (vii) Owner's payment of approximately $80 million in Development Impact Fees; (viii) generation of millions of dollars in economic impact due to the development, construction and operation of the Project; and (ix) production of both affordable and market rate 5194263.1(09.19.2022) -5- housing, to assist City in its efforts to comply with its Regional Housing Needs Assessment allocation. These traditional public benefits are estimated to provide benefits in excess of $255 million. W. As specified in Section 22, Owner is obligated to provide City, its citizens and customers of the CITY -owned facility various Honda Center related improvements, including: (i) reinvestment into the Honda Center through an extension of "front door" improvements, i.e., Honda Center customer plazas at the North, South, East and West entries, a paseo and Urban Park, including a Media Wall, valued approximately $55 million; (ii) improvements to the Honda Center itself, at a cost estimated to be $25 million; and (iii) construction of parking structure decks B, C and D, totaling approximately $185 million; ((i) through (iii) collectively, the "Honda Center Expansion"); as well as (vi) ongoing reinvestment into the Honda Center over the term of this Development Agreement, totaling approximately $125 million. The Honda Center Expansion is also specified and depicted in the attached Exhibit "F" to this Development Agreement. These Honda Center improvements, which the Owner estimates will cost approximately $390 million, enhance the customer experience at the Honda Center. X. As specified in Sections 7. 10, 11, and 22, Owner is obligated to provide City, its citizens and customers of the City -owned facility various ARTIC related improvements: (i) through payment of park impact fees, the funding of construction and maintenance during the period of Private Maintenance of Meadow Park, estimated to cost $12,171,015, subject to escalation, as specified below in Section 14.1; (ii) surface parking for ARTIC relocated to a privately built and maintained, publicly accessible parking garage and pedestrian bridge on the site of the Douglass Commerce Center owned by Owner but planned to be conveyed to the City ("ARTIC Garage") (Owner's construction of the ARTIC Garage is limited to construction of a garage consisting of 480 parking spaces), estimated to cost $20 million; (iii) Owner's commitment to provide a match of land, equity or cash if City and Owner are able to procure third -party funding to fund the Expanded ARTIC Garage; (iv) a relocated ARTIC passenger drop-off and bus/shuttle turn around access required for the development of Meadow Park; (v) dedicated public pedestrian enhanced walkway/bridge leading from ARTIC to the Honda Center, crossing over Katella Avenue with a pedestrian bridge (public benefits (iii) and (iv) are estimated to cost approximately $20 million) ((i) through (v) are, collectively, the "ARTIC Expansion" or "ARTIC Improvements"); as well as (vi) the Private Maintenance of ARTIC and Meadow Park estimated to cost approximately $20 million. The ARTIC Expansion is also specified and depicted in the attached Exhibit "G" to this Development Agreement. These ARTIC related public benefits are estimated to cost approximately $60 million. Y. City desires to accomplish the goals and objectives set forth in the City's General Plan and the objectives for the PTMU Overlay Zone as set forth in subsection 18.20.010.020 of the Anaheim Municipal Code, and finds that the Project will accomplish said goals and objectives. Z. Pursuant to the Master Site Plan and all Final Site Plans consistent with the Master Site Plan, Owner will submit tentative maps and/or vesting tentative maps, if required. Owner further anticipates the submission of detailed construction plans and other documentation required by City in order for the Owner to obtain its building, grading or construction right-of- way permit. 5194263.1(09.19.2022) -6- AA. As consideration for the benefits gained from the vested rights acquired pursuant to the Development Agreement Statute, to conform with the requirements of the PTMU Overlay Zone, and to comply with the applicable mitigation measures imposed by Updated and Modified Mitigation Monitoring Program No. 106 C for the Project, City is requiring that Owner construct and install certain public improvements, including off -site traffic circulation improvements, and provide other public benefits. BB. In order to avoid any misunderstandings or disputes which may arise from time to time between Owner and City concerning the proposed development of the Project and to assure each party of the intention of the other as to the processing of any land use entitlements which now or hereafter may be required for such development, the parties believe it is desirable to set forth their intentions and understandings in this Development Agreement. In order for both City and Owner to achieve their respective objectives, it is imperative that each be as certain as possible that Owner will develop and that City will permit Owner to develop the Project and public improvements as approved by City within the time periods provided in this Development Agreement. CC. City, as a charter city, has enacted Ordinance No. 4377 on November 23, 1982, which makes City subject to the Development Agreement Statute. Pursuant to Section 65865 of the Development Agreement Statute, City adopted Resolution No. 82R-565 (the "Procedures Resolution") on November 23, 1982. The Procedures Resolution establishes procedures and requirements for the consideration of development agreements upon receipt of an application. DD. On April 6, 2022, as required by Section 1.0 of the Procedures Resolution, Owner submitted to the Planning Department an application for approval of a development agreement (the "Application"). The Application included a proposed development agreement. EE. On April 18, 2022, as required by Section 65867 of the Development Agreement Statute and Section 2.1 of the Procedures Resolution, the Planning Director gave public notice of the City Planning Commission's intention to consider a recommendation to the City Council regarding adoption of a development agreement. FF. On August 29, 2022, as required by Section 65867 of the Development Agreement Statute and Section 2.2 of the Procedures Resolution, the City Planning Commission held a public hearing on the Application. GG. On that date, the City Planning Commission, after considering the requirements of CEQA, including Section 21166 of the California Public Resources Code and Section 15162 of the CEQA Guidelines, found and determined and recommended that the City Council find that the Previous CEQA Analysis, including the previously -certified FSEIR No. 339, together with the Updated and Modified Mitigation Monitoring Program No. 106C for the Platinum Triangle, and Addendum No. I I are adequate to serve as the required environmental documentation for this Development Agreement, and related Project Actions, and satisfy all of the requirements of CEQA, and that no further environmental documentation need be prepared for this Development Agreement. 5194263.1 (09.19.2022) -7- HH. The Planning Commission further found that this Development Agreement meets the following standards set forth in Section 2.3 of the Procedures Resolution, to wit, that the Proposed Project: (a) is consistent with the City's existing General Plan (as amended pursuant to Resolution No. PC2022-80, (b) is compatible with the uses authorized in and the regulations prescribed for the applicable zoning district including specifically the PTMU Overlay Zone (as amended pursuant to Ordinance No. , (c) is compatible with the orderly development of property in the surrounding area and (d) is not otherwise detrimental to the health, safety and general welfare of the citizens of City. Based upon the aforesaid findings, the City Planning Commission recommended that the City Council approve the Application and this Development Agreement pursuant to Resolution No. PC. II. On September 15, 2022, as required by Section 65867 of the Development Agreement Statute and Section 3.1 of the Procedures Resolution, the City Clerk caused public notice to be given of the City Council's intention to consider adoption of a development agreement. JJ. On September 27, 2022, as required by Section 65867 of the Development Agreement Statute and Section 3.2 of the Procedures Resolution, the City Council held a public hearing on the Application. KK. On that date, the City Council, after considering the requirements of CEQA, including Section 21166 of the California Public Resources Code and Section 15162 of the CEQA Guidelines, did find and determined that previously -certified FSEIR No. 339, together with the Updated and Modified Mitigation Monitoring Program No. 106C for the Platinum Triangle, and Addendum No. 11 are adequate to serve as the required environmental documentation for this Development Agreement, and related Project Actions, and satisfies all of the requirements of CEQA, and that no further environmental documentation need be prepared for this Development Agreement. LL. On , 2022, the City Council found and determined that this Development Agreement: (i) is consistent with the City's existing General Plan; (ii) is not otherwise detrimental to the health, safety and general welfare of the citizens of City; (iii) is entered into pursuant to and constitutes a present exercise of the City's police power; and (iv) is entered into pursuant to and in compliance with the requirements of Section 65867 of the Development Agreement Statute and the Procedures Resolution. MM. In preparing and adopting the General Plan and in granting the Development Approvals, City considered the health, safety and general welfare of the residents of City and prepared in this regard an extensive environmental impact report and other studies. Without limiting the generality of the foregoing, in preparing and adopting the General Plan and in granting the Development Approvals, the City Council carefully considered and determined the projected needs (taking into consideration the planned development of the Project and all other areas within the City) for water service, sewer service, storm drains, electrical facilities, traffic/circulation infrastructure, police and fire services, paramedic and similar improvements, facilities and services within the Platinum Triangle, and the appropriateness of the density and intensity of the development comprising the Project and the needs of the City and surrounding areas for other infrastructure. 5194263.1 (09.19.2022) -g- NN. On , 2022, the City Council adopted the Authorizing Ordinance authorizing the execution of this Development Agreement. NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Statute, as it applies to City, and pursuant to the Enabling Ordinance, the Procedures Resolution and the City's inherent powers as a charter city, and pursuant to the mutual promises and covenants herein contained, the parties agree as follows: Section 1. DEFINITIONS. The following words and phrases are used as defined terms throughout this Development Agreement, and each defined term shall have the meaning set forth below. 1.1 Administrative Fees. "Administrative Fees" means fees charged by the City on a City-wide basis in effect at the time to cover the costs of City review of applications for any permit or other approval or review or inspection by City departments. 1.2 Affiliate. "Affiliate" means an entity or person that is directly or indirectly controlling, controlled by, or under common control with Owner. For the purposes of this definition, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity or a person, whether through the ownership of voting securities, by contract, or otherwise. 1.3 Amphitheater. "Amphitheater" means the amphitheater to be constructed and operated by Owner on property adjacent to Meadow Park. 1.4 Amphitheater Parcel. "Amphitheater Parcel" means the property where the Amphitheater will be constructed. 1.5 Annexation Parcels. "Annexation Parcels" means the property identified in blue on Exhibit "T" titled CFD 08-1 Boundary Annexation. For the avoidance of doubt, Annexation Parcels does not include the property depicted as the three white buildings on Exhibit "T" titled "Exist ACC" with street addresses of 1600, 1500, and 1400 S. Douglass Road, Anaheim, CA 92806. 1.6 Annexation Public Facilities Capacity. "Annexation Public Facilities Capacity" means, as of any date, the greater of (i) the additional construction proceeds that can be generated from CFD 08-1 Bonds supported by the special tax revenues generated from the Annexation Parcels, or (ii) the special tax revenue collected in connection with levying the Annexation Parcels. 1.7 Arena Signs. "Arena Signs" means signs located north of Katella Avenue which generate Arena Sign Revenue, as depicted in Exhibit "D". Any spectacular digital Arena Sign adjacent to State Route 57 shall include the geographic designation of "Anaheim" in size on the sign. 5194263.1 (09.19.2022) -9- 1.8 Arena Special Sign District. "Arena Special Sign District" means the sign district for the area surrounding the Honda Center as depicted in Exhibit "D" and as set forth in Anaheim Municipal Code section 4.04. 1.9 Arena Sign Revenue. "Arena Sign Revenue" means revenues derived from the operation of the Arena Signs, as specified in the Honda Center FMA Amendment. 1.10 ARTIC Expansion. The "ARTIC Expansion" are public improvements made to properties south of Katella Avenue, as specified in Recital O and Exhibit "G" to this Development Agreement. 1.11 ARTIC FMA. The "ARTIC FMA" is the ARTIC Facilities Management Agreement entered into between ATCM, LLC and City. 1.12 ARTIC FMA Amendment. The "ARTIC FMA Amendment" is the amended and restated ARTIC FMA. 1.13 ARTIC Garage. The "ARTIC Garage" means a parking structure to be constructed by Owner, consisting of approximately 480 parking spaces, to replace the presently existing 456 spaces that will be removed in connection with development of the Project, 15 spaces for Meadow Park, and a pedestrian bridge, connecting the ARTIC Garage with ARTIC as specified in Section 7.4 of this Development Agreement. 1.14 ARTIC Improvements. The "ARTIC Improvements" are public improvements made to ARTIC, as specified in Recital O and Exhibit "G" to this Development Agreement. 1.15 ARTIC Signs. "ARTIC Signs" means signs located south of Katella Avenue which generate ARTIC Sign Revenue, as depicted in Exhibit "E". Any spectacular digital Artic Sign adjacent to State Route 57 shall include the geographic designation of "Anaheim" in size on the sign. 1.16 ARTIC Sign Revenue. "ARTIC Sign Revenue" means revenues derived from the operation of the ARTIC Signs, as specified in the ARTIC FMA Amendment. 1.17 Assessment District. "Assessment District" means a special district, assessment district or benefit area existing pursuant to State law or the charter powers of the City for purposes of financing the cost of public improvements, facilities, services and/or public facilities fees within a distinct geographic area of the City. 1.18 Authorizing Ordinance. "Authorizing Ordinance" means Ordinance No. approving this Development Agreement. 1.19 CFD 08-1. "CFD 08-1" the City of Anaheim Community Facilities District No. 08-1 (Platinum Triangle) established pursuant Resolution No. 2008-53 encompassing certain of the land parcels in and around Angel Stadium and the Honda Center. 1.20 CFD 08-1 RMA. "CFD 08-1 RMA" means the Rate and Method of Apportionment [of Special Taxes] for City of Anaheim Community Facilities District No. 08-1 5194263.1 (09.19.2022) -10- (Platinum Triangle) authorized pursuant to Resolution No. 2008-53 governing the special taxes for CFD 08-1. 1.21 CFD Improvements. "CFD Improvements" means those improvements specified in Exhibit "H" to this Development Agreement. 1.22 Cam. "City" means the City of Anaheim, a charter city and municipal corporation, duly organized and existing under its charter and the Constitution and laws of the State of California. 1.23 City Support. "City Support" means City pledges to support, as set forth in Section 23(b), the allocation of the Project ATID Transportation Funds during the Term (as defined below in Section 1.67), which are collected from the Owner's Project hotels by City for reimbursement to Owner to partially fund the construction of the ARTIC Garage, including ARTIC Garage and the access bridge for Parking Deck A, as designed and constructed to allow for a possible future transit project connecting ARTIC to the Anaheim Resort. 1.24 Reserved. 1.25 DA Ordinance. "DA Ordinance" is the ordinance approving this Development Agreement. 1.26 Development. "Development" means the improvement of the Property for purposes of effecting the structures, improvements and facilities comprising the Project, including, without limitation: grading, the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of structures and buildings and the installation of landscaping. 1.27 Development Agreement. "Development Agreement" means this Development Agreement and any subsequent amendments to this Development Agreement which have been made in compliance with the provisions of this Development Agreement, the Development Agreement Statute, the Enabling Ordinance, and the Procedures Resolution. 1.28 Development Agreement Date. "Development Agreement Date" means the later of (i) the date of recordation in the office of the County Recorder of this Development Agreement, or a memorandum thereof, or (ii) the effective date of the Authorizing Ordinance. 1.29 Development Agreement Statute. "Development Agreement Statute" means Sections 65864 through 65869.5 of the California Government Code as it exists on the Development Agreement Date. 1.30 Development Approvals. "Development Approvals" means the Master and Final Site Plans and all site specific plans, maps, permits and other entitlements to use of every kind and nature contemplated by the Master and Final Site Plans which are approved or granted by City in connection with development of the Property, including, but not limited to: master plans, Platinum Triangle Implementation plans, mitigation measures, site plans, tentative and final subdivision maps, variances, conditional use permits and demolition, grading, building and other similar permits. To the extent any of such site specific plans, maps, permits and other 5194263.1(09.19.2022) entitlements to use are amended from time to time, "Development Approvals" shall include, if Owner and City agree in writing, such matters as so amended. If this Development Agreement is required by law to be amended in order for "Development Approvals" to include any such amendments, "Development Approvals" shall not include such amendments unless and until this Development Agreement is so amended. 1.31 Development Impact Fees. "Development Impact Fees" means all fees, including Proposed Fees as defined below in Section 1.61 contributions, exactions, dedications, reservations, or impositions, other than taxes or assessments, whether established for or imposed upon the Project individually or as part of a class of projects, that are imposed by City on the Project in connection with any Project Approval for any purpose, including, without limitation, defraying all or a portion of the cost of public services and/or facilities construction, improvement, operation and maintenance attributable to the burden created by the Project. Development Impact Fees do not include: (i) any City processing fees, specified in Section 14.3.3; (ii) any mitigation measure (unless the mitigation measure consists of payment of a Development Impact Fee); (iii) taxes or special assessments; (iv) any utility connection fees in effect from time to time generally applicable on a City-wide basis to similar land uses as the Project; or (v) any fees, taxes, assessments, or impositions imposed by other entities that the City collects on behalf of such other entities, including without limitation school fees, all of which shall be due and payable by Developer as and when due in accordance with, this Development Agreement and applicable law. 1.32 Enabling Ordinance. "Enabling Ordinance" means Ordinance No. 4377 enacted by the City on November 23, 1982. 1.33 Encroachment License. "Encroachment License" is a license granted by the City, and approved by the Public Works Director, providing air space and access rights to Owner for the bridge structures over public streets associated with the Project, including the bridges over Katella Avenue and Douglass Road. 1.34 Existing Honda Center FMA. "Existing Honda Center FMA" is the agreement entered into between Anaheim Arena Management, LLC and City, as amended by the First Amendment, Second Amendment and the Amended and Restated Third Amendment. 1.35 Existing Land Use Regulations. "Existing Land Use Regulations" mean the ordinances and regulations adopted by the City of Anaheim in effect on the Development Agreement Date, including the adopting ordinances and regulations that govern the permitted uses of land, the density and intensity of use, and the design, improvement, construction standards and specifications applicable to the development of the Property, including, but not limited to, the General Plan, the Zoning Code, the Platinum Triangle Master Land Use Plan, Updated and Modified Mitigation Monitoring Program No. 106C, and all other ordinances of the City establishing subdivision standards, park regulations, impact or development fees and building and improvement standards, but only to the extent the Zoning Ordinance and such other regulations are not inconsistent with this Development Agreement. Existing Land Use Regulations do not include non -land use regulations, which includes taxes. 5194263.1 (09.19.2022) -12- 1.36 Expanded ARTIC Garage Funding. "Expanded ARTIC Garage Funding" means grants or funds secured by City to be used to construct the Expanded ARTIC Garage, as provided in Section 7.4 of this Development Agreement. 1.37 Expanded ARTIC Garage. "Expanded ARTIC Garage" means a parking structure which shall contain greater than 480 parking spaces, as determined in Section 7.3.2 and as provided in Section 7.4 of this Development Agreement. 1.38 Final Site Plan. "Final Site Plan" mean various components of the Project as described in this Development Agreement and conditions with respect thereto, as set forth as Exhibit "C" attached. The Final Site Plans included in Exhibit "C" are for Phase I only. The parties acknowledge that there will be multiple Final Site Plans processed for the Project including for Phases 2, 3, 4 and 5 which have not been submitted as of the Development Agreement Date 1.39 Gross Floor Area/GFA. "Gross Floor Area" or "GFA" means the gross floor area of any buildings which are part of the Permitted Development. 1.40 Honda Center Expansion. "Honda Center Expansion" are improvements made in the vicinity of the Honda Center, as specified in Recital W and Exhibit "F" to this Development Agreement. 1.41 Honda Center FMA Amendment. "Honda Center FMA Amendment" is the amended and restated Honda Center FMA. 1.42 Honda Center Improvements. "Honda Center Improvements" are improvements made to the Honda Center, as specified in Recital W and Exhibit "F" to this Development Agreement. 1.43 Reserved. 1.44 Lot B. "Lot B" is the approximately 2.4 acre property owned by City, more particularly shown and described in attached Exhibit "A-1". 1.45 Lot B Building. "Lot B Building" is a possible building to be built by Owner, consisting of a maximum of 170,000 square feet of institutional uses. 1.46 Master and Final Site Plans. "Master and Final Site Plans" means, collectively, the Master Site Plan and all Final Site Plans. 1.47 Master Site Plan. "Master Site Plan" means various components of the Project as described in this Development Agreement and conditions with respect thereto, as set forth as Exhibit "B" attached. 1.48 Meadow Park. "Meadow Park" means a minimum 4.0-acre public park to be designed by Owner and City, and constructed, operated, and managed by Owner in compliance with the terms set forth in Exhibit M and maintained during the period of Private Maintenance by Owner as set forth in Sections 11.3, 11.4, and 11.5 and Exhibit M and Exhibit K-1. 5194263.1 (09.19.2022) -13- 1.49 Merchant Builder. "Merchant Builder" means any entity purchasing or ground leasing a portion of the Project from Owner for the purpose of constructing various components of the Project, e.g., hotels, residential units or mixed use buildings. 1.50 Minor Land Exchanges. "Minor Land Exchanges" pertains to land City is exchanging for property necessary for City's use and means the exchanges of approximately equal amounts of land between City and Owner to adjust boundaries or convey land (i) around the Honda Center apron identified in the Honda Center FMA; (ii) around the proposed hotel site south of Katella Avenue; (iii) underlying proposed Parking Deck D; and (iv) to allow for Owner to own land for the Amphitheater. Exhibit "I" to this Development Agreement conceptually depicts the Minor Land Exchanges. 1.51 Morome. "Mortgage" means a mortgage, deed of trust or sale and leaseback arrangement or other transaction in which the Property, or a portion thereof or an interest therein, is pledged as security. 1.52 Mortgagee. "Mortgagee" means the holder of the beneficial interest under a Mortgage, or the owner of the Property, or interest therein, under a Mortgage. 1.53 New CFD. "New CFD" means a new community facilities district which will acquire/fund the New CFD Improvements as described in Section 14.6 hereof. 1.54 New CFD Improvements. "New CFD Improvements" means those public facilities authorized under the Mello Roos Act of 1982 which may be funded and maintained through the New CFD, as specified in attached Exhibit "J". 1.55 Operating Memoranda. "Operating Memoranda" means clarifications to this Development Agreement approved in writing by City and Owner. 1.56 Owner. "Owner" is Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, FCD, LLC and any person or entity with which or into which Anaheim Real Estate Partners, LLC, TS Anaheim, LLC or FCD, LLC may merge, and any person or entity who may acquire substantially all of the assets of Anaheim Real Estate Partners, LLC, and any person or entity who receives any of the rights or obligations under this Development Agreement in accordance with the provisions of Section 30 of this Development Agreement. 1.57 Parking Ate. "Parking Areas" means all parking structure(s), and/or all surface parking servicing the Project. 1.58 Parking Utilization Study. "Parking Utilization Study" means a study prepared to determine whether the number of provided parking spaces for the Project may be reduced, as specified in Section 7.3.2 of this Development Agreement. 1.59 Permitted Development. "Permitted Development" includes all buildings and the Parking Areas as identified in Section 7 and as further set forth in the Master and all Final Site Plans. This Development Agreement establishes maximum and minimum characteristics for all Permitted Development as set forth in the Master and Final Site Plans. 5194263.1 (09.19.2022) -14- 1.60 Platinum Triangle. "Platinum Triangle" means that portion of the City of Anaheim generally bounded on the east by the Santa Ana River, on the south by the Anaheim city limits, on the west by the Santa Ana Freeway, and on the north by the Southern California Edison Easement as shown in Platinum Triangle Master Land Use Plan approved by initial City Council Resolution No. 2004-178 and as amended by Resolution No. XXXX-XXX. -. 1.61 Previous CEQA Analysis. "Previous CEQA Analysis" means all of the CEQA environmental documents described in the Recitals. 1.62 Private Maintenance. "Private Maintenance" means Owner's or its assignee's or designee's obligation to maintain during the respective terms of the Honda Center FMA Amendment or the ARTIC FMA Amendment as set forth in each FMA various public or private facilities, including but not limited to Meadow Park, Katella Avenue, and the ARTIC Garage bridges, access bridge to Lot D, private streets (including roadway, lighting, landscape/irrigation medians and parkways, drainage, traffic signals and signs, pavement markings, curbs, gutters and sidewalks), plazas, smart infrastructure, and streetlights as set forth herein in Section 11.3.5 and to maintain the Honda Center and ARTIC. 1.63 Proposed Fees. "Proposed Fees" means the Development Impact Fees specified in Section 14.1 of this Development Agreement. 1.64 Procedures Resolution. "Procedures Resolution" is Resolution No. 82R-565 adopted by City pursuant to Section 65865 of the Development Agreement Statute. 1.65 Project. "Project" means the development project contemplated by the Master and Final Site Plans with respect to the Property, including but not limited to on -site and off -site improvements, as such development project is further defined, enhanced or modified pursuant to the provisions of this Development Agreement and the Development Approvals. 1.66 Property. "Property" means that certain real property shown and described on Exhibit "A" to this Development Agreement. 1.67 Reserved. 1.68 Series B Offering. "Series B Offering" means Anaheim Public Financing Authority Taxable Lease Revenue Bonds (Anaheim Arena Improvement Project) 2021 Series B in the approximate authorized amount of [$ I. 1.69 Spring -Up Maintenance District. "Spring -Up Maintenance District" means a maintenance district that would automatically, subject to approval by the City, come into existence if Owner transfers any portion of the Property except Lot B as shown in Exhibit A-1 to cover all ongoing maintenance obligations of Owner in effect during the period of Private Maintenance over public or public use improvements, including Meadow Park, bridges, smart infrastructure, streetlights and private streets and plazas. These maintenance costs shall burden the Property, excluding Meadow Park, ARTIC and Honda Center properties and related parking structures. The maintenance standards for the Spring -Up Maintenance District are specified in Exhibit K. and the schedule of payment for each parcel or lot of the Property shall be determined 5194263.1 (09.19.2022) -15- one hundred twenty (120) days prior to Owner's provision of written notice to City that Owner is contemplating a transfer of any portion of the Property. 1.70 Support Commercial Uses. "Support Commercial Uses" are commerciahretail uses which may include retail uses, banking or financial offices, food service, restaurants, service establishments and other similar uses in keeping with the nature of the Project and the required uses needed to support the occupants of office buildings, other office development, sports and entertainment venues and residential development in the Platinum Triangle as permitted in Chapter 18.20 (PTMU) Overlay Zone of the Anaheim Municipal Code. 1.71 Reserved. 1.72 Term. "Term" is defined in Section 3, and is a twenty (20) year period, subject to modification or extensions, as specified in Section 3. 1.73 Third Party Challenge. "Third Party Challenge" means legal action instituted by a third party challenging the validity of any provision of this Development Agreement and/or the Development Approvals. 1.74 Transit Special Sign District. "Transit Special Sign District" means the sign district surrounding the multimodal public transit facility south of Katella Avenue as depicted in Exhibit "E". 1.75 Wellness Park. "Wellness Park" means an approximately 4.7-acre private park to be constructed and maintained in perpetuity by Owner in accordance with the standards outlined in Exhibit K-1, with a recorded public use easement to authorize perpetual public use of and access to the Wellness Park. 1.76 Zoning Code. "Zoning Code" refers to Title 18 of the Anaheim Municipal Code. Section 2. CONDITIONS PRECEDENT TO EFFECTIVENESS OF DEVELOPMENT AGREEMENT AND PROVISION OF PUBLIC BENEFITS. 2.1 Owner and City agree and acknowledge that this Development Agreement shall not be effective and shall be null and void unless the following conditions precedent occur on or before the City holds the second reading of the DA Ordinance: (i) Anaheim Arena Management, LLC and City enter into the Honda Center FMA Amendment; (ii) ATCM, LLC and City enter into the ARTIC FMA Amendment; (iii) City's compliance with California law in order to allow the Minor Land Exchanges specified in Section 7.7 of this Development Agreement to be consummated; and (iv) City's approval of the Series B Offering. These conditions precedent are solely for the benefit of Owner, and can be waived, if at all, in the sole and absolute discretion of Owner. 2.2 Owner and City agree and acknowledge that as a condition precedent to Owner's obligation to provide Private Maintenance and the Honda Center Improvements, (i) City shall consider at a noticed public hearing, adopt and issue all necessary ordinances, approvals and clearances to allow the development, construction and operation of the Arena Signs; and (ii) Caltrans does issue all necessary certifications, approvals and clearances to allow the 5194263.1 (09.19.2022) -16- development, construction and operation of the Arena Signs. Owner acknowledges and agrees that Caltrans has independent authority to approve and issue all necessary certifications, approvals and clearances and that City's only obligation, in relation to this subpart (ii), is to support Owner's application to Caltrans. These conditions precedent are solely for the benefit of Owner, and can be waived, if at all, in the sole and absolute discretion of Owner. 2.3 Owner and City agree and acknowledge that as conditions precedent to Owner's obligation to provide Private Maintenance and the ARTIC Expansion, (i) City shall consider at a noticed public hearing, adopt and issue all necessary ordinances, approvals and clearances to allow the development, construction and operation of the ARTIC Signs; and (ii) the California High Speed Rail Authority does issue all necessary certifications, approvals and clearances to allow the development, construction and operation of the ARTIC Signs. Owner acknowledges and agrees that the California High Speed Rail Authority has independent authority to approve and issue all necessary certifications, approvals and clearances and that City's only obligation, in relation to this subpart (ii), is to support Owner's application to California High Speed Rail Authority. These conditions precedent are solely for the benefit of Owner, and can be waived, if at all, in the sole and absolute discretion of Owner. Section 3. TERM. 3.1 The term ("Term") of this Development Agreement shall be that period of time during which this Development Agreement shall be in effect and bind the parties. The Term shall commence on the Development Agreement Date and shall extend for a period of twenty (20) years thereafter, terminating at the end of the day on the twentieth anniversary of the Development Agreement Date, subject to the periodic review and the modification or termination provisions defined in Section 27 and Section 29, respectively. 3.2 This Development Agreement may be terminated by Owner or City and be of no force and effect if the Orange County Transportation Authority ("OCTA") fails to approve an amendment to the OCTA Master Plan of Arterial Highways prior to issuance of the first building permit for the Project allowing for abandonment of the portion of Douglass Road between Katella Avenue and Cerritos Road shown on Exhibit ("W-1" ). The Parties may, through mutual consent, avoid termination of the Development Agreement pursuant to this subsection if the Parties formally amend the Project to make approval of the amendment to the Master Plan of Arterial Highways unnecessary. City and Owner agree that in the event the MPAH amendment is not approved the Parties will consult and use reasonable efforts regarding a potential amendment to the Project prior to either Party providing a notice of termination of the Development Agreement. 3.3 This Development Agreement shall terminate and be of no force and effect upon the occurrence of the entry of a final judgment or issuance of a final order, after all appeals have been exhausted, directed to City as a result of any lawsuit filed against City to set aside, withdraw or abrogate the approval of the City Council of this Development Agreement or if termination occurs pursuant to the provisions of the Procedures Resolution and such termination is so intended thereby. 5194263.1 (09.19.2022) 3.4 If not already terminated by reason of any other provision in this Development Agreement, or for any other reason, this Development Agreement shall automatically terminate and be of no further force and effect upon completion of the Project pursuant to the terms of this Development Agreement and any further amendments thereto and the issuance of all occupancy permits and acceptance by City of all dedications and improvements as required by the development of the Project. Section 4. BINDING COVENANTS. The provisions of this Development Agreement to the extent permitted by law shall constitute covenants which shall run with the Property for the benefit thereof, and the benefits of this Development Agreement shall bind and inure to the benefit of the parties and all successors in interest to the parties. Section 5. EFFECT OF AGREEMENT. As a material part of the consideration of this Development Agreement, unless otherwise provided herein, the parties agree that the Existing Land Use Regulations and Proposed Fees shall be applicable to development of the Project. Through its approval and execution of this Development Agreement, the City is approving the Master Site Plan and Final Site Plans for Phase 1 (FSP 2020-00004, FSP 2020-00005, FSP 2020-00006, FSP 2020-00007 and FSP 2020- 00008 ) of the Project. In connection with all subsequent discretionary actions by City required to implement the Master and Final Site Plans and any discretionary actions which City takes or has the right to take under this Development Agreement relating to the Project, including any review, approval, renewal, conditional approval or denial, City, shall exercise its discretion or take action in a manner which complies and is consistent with the Master and Final Site Plans, the Existing Land Use Regulations and such other standards, terms and conditions expressly contained in this Development Agreement. City shall accept and timely process, in the normal manner for processing such matters as may then be applicable, all applications for further approvals with respect to the Project called for or required under this Development Agreement, including, any necessary Final Site Plan, tentative map, vesting tentative map, final map and any grading, construction or other permits filed by Owner in accordance with the Development Approvals. Section 6. PROJECT LAND USES. 6.1 The Property shall be used for such uses as may be permitted by the Development Approvals and the Existing Land Use Regulations. The density and intensity of use, developable GFA, footprint square footage, the maximum height and size of proposed buildings and structures, lot sizes, set back requirements, zoning, public improvements, and the provisions for reservation or dedication of land for public purposes shall be those set forth in the Development Approvals, the Existing Land Use Regulations and this Development Agreement pursuant to Section 65865.2 of the Development Agreement Statute. Section 7. PERMITTED DEVELOPMENT. 7.1 Description of Permitted Development. The Permitted Development shall be as set forth on the Master and Final Site Plans. The Project shall be constructed substantially in 5194263.1 (09.19.2022) -18- conformance with the Master and Final Site Plans. The parties acknowledge that Final Site Plans for Phases 2-5 of the Project are subject to review and approval by the City Planning Commission, whose review is limited to reviewing and ensuring conformance with the provisions of the approved Master Plan, PTMU Overlay Zone and the Platinum Triangle Master Land Use Plan. Owner agrees that City may withhold and not issue further Development Approvals to authorize development and construction of Phases 2 through 5 of the Project until such time as Owner or City have obtained approval or all necessary clearances from Caltrans for SR-57 off -ramp improvements proposed as part of the Project. Notwithstanding the foregoing, City, in its sole reasonable discretion, shall have the ability to issue further Development Approvals for development and construction of portions of Phases 2 through 5 of the Project if, based upon City review and approval of a sensitivity analysis, demonstrating that there is adequate capacity in all required public and private facilities to support development of portions of Phases 2 through 5 of the Project. Owner and City agree that neither the Arena Special Sign District or the Transit Special Sign District include any digital advertising sign authorized by Anaheim Municipal Code Section 4.04.401 (Stadium Special Sign District) or any successor ordinance and located more than 1,000 feet from the Arena or any structure physically connected to the Arena. 7.2 Pardee Finding. Development of the Project is permitted to occur in phases as described and contemplated in the Development Approvals, Exhibit `B-1" and the Master and Final Site Plans. The parties wish to avoid the result of Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), where the failure of the parties there to expressly provide for the timing of development resulted in the court's determination that a later -adopted initiative restricting the timing of development prevailed over the parties' agreement. Accordingly, the parties acknowledge and agree that Owner shall have the right, subject to the provisions of the Development Agreement, the Development Approvals and the Master and Final Site Plans and the phasing plan specified in Exhibit `B-1", to develop the Project at such time and in such phases as is set forth in this Development Agreement and in the manner Owner deems appropriate in the exercise of its subjective business judgment. 7.3 Parking Areas. The Parking Areas shall be constructed so that there will be sufficient parking spaces available within the Property to serve the Project, as depicted and substantially in conformance with the Master and Final Site Plans and the supporting Shared Use Parking Study. Owner shall provide a minimum total of 5,700 parking spaces plus an additional minimum of 1,100 off -site parking spaces for employees ("Employee Parking Lot"), for a total of 6800 parking spaces, which is sufficient to meet the 3900-space requirement specified in the Zoning Code for the Honda Center within the Arena District portion of the Project. On the Employee Parking Lot property owned by City and ground leased to Owner, Owner acknowledges and agrees that City shall reserve a 15' wide bike trail easement along the southern boundary of the Employee Lot, as identified in Exhibit `B", for the potential future use as a public bike trail (`Bike Trail Easement"). Owner shall be allowed to use the Bike Trail Easement for employee parking, unless and until (i) City provides written evidence to Owner that a bike trail will be able to connect to an existing bike trail to the west, and (ii) City determines to construct this bike trail. City shall provide written notice to Owner twelve (12) months in advance of such construction of the bike trail, and Owner shall be required to find off - site replacement parking for the area impacted by the Bike Trail Easement, estimated to be 100 spaces. If Owner acquires the Employee Parking Lot property, the parties agree that the Bike 5194263.1 (09.19.2022) -19- Trail Easement shall be recorded against the Employee Lot Property. Owner shall provide a minimum of 701 parking spaces ("Minimum Transit District Parking"), as potentially modified by a future Parking Utilization Study (defined below), plus the continued use of 405 spaces off - site in the Anaheim Stadium parking area ("Off -Site Stadium Transit Parking") for a total of 1106 spaces, but up to a maximum of 1755 spaces (1,350 spaces in the ARTIC Garage plus the 405 Off -Site Stadium Transit Parking spaces), which is sufficient to meet the 1,082 parking spaces required by the prior -issued Conditional Use Permit for ARTIC ("ARTIC CUP") transit customers. The City recognizes upon commencement of construction of the Meadow Park and before the opening of the ARTIC Garage ("Interim Parking Condition"), the total transit customer parking, inclusive of the 405 spaces off -site in the Anaheim Stadium parking area, may fall below 1,082 spaces but shall be greater than the minimum 900 spaces required by agreement with OCTA/Metrolink. City acknowledges and agrees that the Parking Areas, and the number of parking spaces provided in the Parking Areas, both on -and off -site, satisfies the current parking obligations specified in the Honda Center FMA Amendment, the ARTIC CUP in relation to parking exclusively south of East Katella Avenue, and the Shared Use Parking Study. The Parties agree that the Project will not include more parking than required by the City's Municipal Code. 7.3.1 Owner shall take all actions necessary to obtain building permits, construct and complete Parking Decks B, C and D along with the Employee Parking Lot, totaling a minimum of 6,800 parking spaces, no later than the first final building and zoning inspection for a building in Phase 1 ("Minimum Phase 1 Parking"). Owner is considering installation of solar panels on the roofs of Parking Decks B, C and D. If Owner chooses to install solar panels, City acknowledges and agrees that approval of the solar panels shall be considered to be ministerial, with approval of the construction to be issued by the City Building Official. It is contemplated that City may ultimately acquire Parking Decks B, C and D. If City acquires Parking Decks B, C and D, City shall provide a perpetual parking easement in favor of Owner, for use by Owner and its subsequent owners, lessees and licensees of all facilities of the Project, north of Katella Avenue, except for the Project's residential units and hotels. The Minimum Phase 1 Parking shall remain open and operating until the ARTIC Garage is complete and open for operation in Phase 4, as discussed below. Each subsequent Project phase after Phase 1 ("Subsequent Phase") shall require an updated Parking Supply and Demand Study ("Parking Study") with the submittal of the Final Site Plan(s) in that Phase. The Parking Study shall follow the methodology applied in the original Parking Study approved with the Project, but applied to each particular phase. In connection with each Subsequent Phase, Owner shall also prepare an interim construction parking and access plan ("Construction Access Plan") with the submittal of the Final Site Plan in that phase. Both the Parking Study and Construction Access Plan for each Subsequent Phase shall be reviewed and approved by Public Works Director prior to the issuance of building permits for that Subsequent Phase. 7.3.2 Notwithstanding the foregoing, the parties agree that in the future, due to changes in technology or enhanced public transportation options, operation of the Project may require fewer parking spaces. The parties agree that during the term of this Development Agreement, Owner shall prepare or retain a consultant to prepare a parking utilization study ("Parking Utilization Study") to determine whether the number of provided parking spaces for the Project may be reduced. Owner shall prepare the Parking Utilization Study prior to the development of Phase 4 of the Project. Owner shall pay for the costs of preparation of the 5194263.1 (09.19.2022) -20- Parking Utilization Study. The Parking Utilization Study shall analyze the use of the actual parking in the Project after buildout and occupancy of Phases 1 through 3 of the Project and prior to Phase 4, and shall be applied to the Parking Study to determine the ultimate number of parking spaces for the ARTIC Garage. The Parking Utilization Study also may be used to determine whether a reduction in the number of parking spaces may be warranted for other Project parking areas. Any reduction in required parking spaces that may be approved by City, as an Operating Memoranda, based on the Parking Utilization Study, shall reduce the Minimum Transit District Parking, but in no event shall such reduction result: (1) in the provision of less than 480 parking spaces in the ARTIC Garage ("Minimum Reduced Parking"), based upon (i) 456 spaces which currently exist at lot A; (ii) the 15 spaces required for Meadow Park; (iii) the 9 spaces required for employee parking for the proposed future transit project connecting ARTIC to the Anaheim Resort or (2) result in any of the 1,082 ARTIC required parking spaces being satisfied in parking structures or surface parking constructed as part of the Project north of Katella Boulevard, or (3) reduce transit parking south of Katella to fewer than 900 parking spaces at any time during or after construction of the Project. 7.3.3 Prior to issuance of the first building permit for the Project, the Owner shall record a covenant against the Property in a form approved by the City Attorney's Office that requires Owner, its assignees or transferees to provide traffic control on all private streets on the Property. No later than the first final building and zoning inspection for the Project, Owner shall record a covenant against the Property in a form approved by the City Attorney's Office that requires Owner, its assignees or transferees to reimburse the City for the hourly rates (fully burdened) for costs associated with the use of Police Department employees including police officers, police sergeants, full-time traffic controllers, part-time traffic controllers, traffic control supervisor(s), traffic control assistants (TCA's); and/or Public Works Traffic Management Center staff that may be needed on -site before, during and after an event for traffic control on or related to public streets, City -Owned shared intersections, and/or Developer operated intersections. City shall provide all appropriate information to document City's actual costs. In connection with City approval of the Phase 1 Final Site Plans and any subsequent Final Site Plans, Owner shall submit for City approval, an Event Traffic Management Plan. No later than the first final building and zoning inspection for the Project, Owner shall also enter into an agreement with City, in a form substantially in the form of Exhibit "K-2", wherein Owner shall be responsible to fund a proportionate share of ongoing operation and maintenance costs for shared (i.e. serve both the Project and the City) City -owned intersections that the City operates and that are adjacent to and serve the Project. As part of the such agreement, Owner shall not be subject to any liability or any indemnity obligation to City regarding any claims or losses arising from the City's operation and maintenance costs associated with the City -owned intersections covered by the agreement. 7.4 ARTIC Garage. The ARTIC Garage shall be completed and operational no later than the first final building and zoning inspection for any non-residential building in Phase 4. If the ARTIC Garage is required for any phase earlier than Phase 4, it shall be completed and operational prior to issuance of the first final building and zoning inspection for any non- residential building in that phase. Owner is responsible for designing and constructing the ARTIC Garage. Owner shall prepare, submit to the City and obtain approval of the Final Site Plan that includes the ARTIC Garage or Expanded ARTIC garage and obtain a building permit for the ARTIC Garage or Expanding Artic Garage, as applicable, no later than eighteen (18) 5194263.1 (09.19.2022) -21- months prior to commencement of construction of any non-residential building in Phase 4. The ARTIC Garage shall contain a minimum of the Minimum Reduced Parking as defined above. The number of parking spaces of the ARTIC Garage may be increased if City or Owner are able to obtain grants or secure other funding sources ("Expanded ARTIC Garage Funding") to fund the additional amount of the increased design and construction costs to expand the ARTIC Garage ("Expanded ARTIC Garage"). If City acquires Expanded ARTIC Garage Funding allowing the Owner to construct the Expanded ARTIC Garage, Owner shall construct the Expanded ARTIC Garage, and shall receive prompt reimbursement from City upon completion of the Expanded ARTIC Garage. Approval by the Anaheim Transportation Committee of use of ATID Transportation Funds generated solely from hotels constructed as part of the Project and as further described in Section 23(b) does not constitute Expanded ARTIC Garage Funding. Owner's timeframe for completing the Expanded ARTIC Garage shall be extended for a period of one (1) year beyond the requirement for completion of the ARTIC Garage. 7.5 Life of Subdivision Maps and Other Development Approvals. The terms of all subdivision maps approved by City for the Project shall automatically be extended such that all subdivision maps shall remain in effect for a period of time coterminous with the Term of this Development Agreement. Owner shall have the right to process vesting tentative and vesting parcel maps, with all such maps being able to be recorded in phases. The term of all other Development Approvals shall be automatically extended such that the Development Approvals shall remain in effect for a period of time coterminous with the Term of this Development Agreement provided that the term of such Development Approval may be further extended pursuant to applicable California law. 7.6 Written Verification of Sufficient Water Supply-. Any and all tentative subdivision maps approved for the Project shall comply with Government Code Section 66473.7, if, and to the extent, required by Government Code Section 65867.5(c). 7.7 Minor Land Exchanges. Subject to compliance with California law, Owner and City agree to exchange an equal amount of land to adjust boundaries or convey land: (i) around the Honda Center apron identified in the Existing Honda Center FMA; (ii) around the proposed hotel site south of Katella Avenue; (iii) underlying the proposed Parking Deck D; and (iv) to allow for Owner to own land for the Amphitheater (collectively "Minor Land Exchanges"). The Minor Land Exchanges shall be completed within 120 days from the second reading and adoption of the Ordinance No. approving this Development Agreement with the exception that the Amphitheater Parcel will be conveyed by the City to the Owner not later than June 30, 2025. Exhibit "I" conceptually depicts the Minor Land Exchanges. The Parties shall process all necessary approvals required under the Subdivision Map Act to enable building permits to be issued on newly -created lots which are created due to the completion of the Minor Land Exchanges. Concerning the conveyance of a portion of the Honda Center apron, referenced in this Section 7.7, Owner agrees to convey easements to City in order for City to access land beneath the surface, occupied by a portion of the basement of the Honda Center and necessary for CITY to access the exterior of the Honda Center for repair and maintenance activities. Owner and City will cooperate such that the final exchanges of land will result in property lines that consider and incorporate physical improvements that are or will be owned by each party on their respective properties. 5194263.1 (09.19.2022) -22- 7.8 Dedications/Abandonments Related to River Road, Katella Avenue and Douglass Road. In addition to any dedications contemplated in Section 13 below, in order to make the parcels compatible with the development boundaries of the Project, the Parties agree to take the following actions to effectuate roadway dedications and/or abandonments: (1) City agrees and shall process for abandonment a portion of Douglass Road (as shown on Exhibit "W"); such vacation shall occur no earlier than OCTA approval of an amendment to the OCTA Master Plan of Arterial Highways ("MPAH") allowing for abandonment of the portion of Douglass Road between Katella Avenue and Cerritos Road shown on Exhibit ("W"); and (2) Owner agrees and shall irrevocably offer for dedication to the City a portion of River Road and Katella Avenue (as shown on Exhibit "W"); such dedication shall occur no earlier than approval of the MPAH amendment allowing for the addition of River Road. A public utilities and access easement in favor of the City shall be reserved for all existing public City -owned utilities as shown on Exhibit "W" that are located in the portion of Douglass Road that is proposed for abandonment by City. The process to abandon/dedicate the portions of the roads contemplated above shall be completed within thirty (30) days or as soon as reasonably possible thereafter of traffic being rerouted on River Road (between Katella Avenue and Stanley Cup Way, and Douglass Road north of Stanley Cup Way. In recognition of Owner's dedication of the portion of River Road and Katella Avenue shown in Exhibit "W", City shall not require compensation for its abandonment of the portion of Douglass Road. However, to the extent that the abandonments/dedications contemplated in this Section 7.8 result in the City losing eligibility for gas tax funding provided for projects consistent with the MPAH, Owner shall pay City for such lost gas tax revenue annually for the duration of the Development Agreement up to maximum amount of $10,000 per year. The Parties shall cooperate regarding compliance with and completion of any required statutory procedures and/or requirements necessary to effectuate the abandonments/dedications. Owner and City will cooperate and Owner shall, at its expense, prepare any exhibits or documents necessary to request and/or receive OCTA approval of an amendment to the MPAH to reflect the removal of the portion of Douglass Road and the addition of River Road. OCTA approval must be obtained prior to the abandonment of Douglass Road and dedication of River Road. Prior to any temporary closure of the portion of Douglass Road shown in Exhibit "W" as part of construction of Phase 1 of the Project, Owner shall construct and provide temporary public vehicular access to River Road between Katella Avenue and Cerritos Avenue or other interim alternate routes from River Road to Stanley Cup Way to Douglass Road acceptable to the City. The temporary public vehicular access easement shall be in form that is subject to approval by the City Attorney. 7.9 Encroachment License. City grants to Owner, upon approval of the Public Works Director, an Encroachment License providing air space and access rights to Owner for the bridge structures that the Owner will construct over public streets associated with the Project, including the bridges over Katella Avenue and Douglass Road, as depicted on Exhibits 1-1". Owner shall grant to City public access rights, in perpetuity, for use of any stairway or other form of access to bridge structures. City further grants to Owner, upon approval of the Public Works Director, an Encroachment License for the following: (i) infrastructure improvements between Stanley Cup Way and Cerritos Avenue within the existing Douglass Road right of way and (ii) construction of the Market Hall Building within the existing Douglass Road right of way and for construction of all/or portions of the Paseo needed prior to the Douglass Road abandonment being completed (provided vehicular access from Katella Avenue to Cerritos Avenue is maintained). 5194263.1 (09.19.2022) -23- 7.10 Potential Development of Lot B. Subject to compliance with California and Federal law, Owner and City agree to negotiate in good faith an option for Owner to either buy or ground lease from City Lot B, as shown in Exhibit "A-1", to develop Lot B, with a maximum of 170,000 square feet of institutional use ("Lot B Building") under the following terms: (i) Owner shall make available for perpetual use by the public the ARTIC Garage which shall include at Owner's sole cost additional (beyond the Minimum Required Parking) necessary employee, guest and ADA accessible spaces in a minimum amount of spaces (with spaces available for multiday parking similar to what is currently allowed on Lot B) to ensure there is adequate parking for the Lot B Building and Owner shall remain in compliance with the requirements of Section 7.3; (ii) City and Owner shall each have the right, in its sole discretion, to approve or deny any terms within the option or lease agreement and (iii) Owner shall be responsible at its sole cost to obtain City approval of a conditional use permit for the building, design and construct the improvements required for the Lot B Building. This Section 7.10 does not obligate the City in any way to convey the Property to Owner, and does not obligate Owner in any way to develop Lot B, but if City conveys an interest in Lot B to Owner, the provisions of this Development Agreement shall govern Development of Lot B. Section 8. DENSITY OF PERMITTED BUILDINGS. The Permitted Buildings shall be between the minimum and maximum sizes, and shall not exceed the maximum heights and maximum footprints set forth on the Master and Final Site Plans and the Existing Land Use Regulations. Section 9. ENFORCEMENT. Unless this Development Agreement is terminated or cancelled pursuant to the provisions of this Development Agreement, this Development Agreement or any amendment hereto, shall be enforceable by any party notwithstanding any change hereafter in any applicable general plan, specific plan, zoning ordinance, subdivision ordinance or building ordinance adopted by City which alters or amends the rules, regulations or policies of Development of the Project as provided in this Development Agreement pursuant to Section 65865.4 of the Development Agreement Statute; provided, however, that the limitations of this Section 9 shall not apply to changes mandated by State or Federal laws or other permissible changes or new regulations as more particularly set forth in Section 25. Section 10. PUBLIC IMPROVEMENTS AND SERVICES. For all purposes under this Agreement, public improvements and facilities consist solely of work performed by Owner and/or its contractors or agents that (1) will be used by the public and (2) either (a) is paid for with public funds or (b) is paid for with private funds but only to the extent that such work is specifically designated as a public improvement in this Agreement. In addition to performing any other obligations heretofore imposed as conditions of approval set forth in Exhibit "L", as material consideration for the City's entering into this Development Agreement, Owner shall undertake the construction and installation of all forms of public improvements required to support the Project including smart infrastructure, public and private streets, sewer, storm drain, and water system improvements and to enhance area -wide traffic circulation and emergency police and fire protection service within the time periods as set forth 5194263.1 (09.19.2022) -24- below in this Development Agreement, the Development Approvals including the Conditions of Approval and the Project Traffic Study and in conformance with the Existing Land Use Regulations. City shall cooperate with Owner for the purpose of coordinating design and construction of all public improvements constructed under the Development Approvals or this Development Agreement to existing or newly constructed public improvements, whether located within or outside of the Property. For any public improvements that require separate approval by Caltrans, City will serve as applicant and shall participate in meetings with Caltrans staff and Owner coordinated by Owner, at Owner's sole cost. City will also provide a letter authorizing Owner to represent the City in discussions with Caltrans when the City is not otherwise present. Owner shall be responsible for (i) the preparation of all design, engineering and construction plans for submission to City and Caltrans; (ii) obtaining any permits from Caltrans or any other regulatory agency and (iii) constructing such improvements and paying all costs. Owner shall reimburse City for its actual costs, including consultant and legal fees, for City actions to coordinate on the design and construction of public improvements. Owner shall be responsible for and use good faith efforts to acquire any right(s)-of-way necessary to construct the public facility improvements required by, or otherwise necessary to comply with the conditions of, this Development Agreement or any Development Approvals. Such good faith efforts shall include: (1) obtaining an independent appraisal of the value of the necessary right-of-way, (2) making an offer to purchase the necessary property interests, (3) and engaging in commercially reasonable efforts to acquire the property. Should it become necessary due to Owner's failure or inability to acquire said right(s)-of-way within six (6) months after Owner begins its efforts to so acquire said right(s)-of-way, City shall use reasonable efforts to negotiate the purchase of the necessary right(s)-of-way to construct the public improvements as required by, or otherwise necessary to comply with the conditions of this Development Agreement and, if necessary and in accordance with the procedures established by State law, and the limitations hereinafter set forth in this Section 10 and Section 11, City may, in its sole discretion, subject to engaging in a meet and confer process with Owner, use its powers of eminent domain to condemn said required right(s)-of way. Owner agrees to pay City for all City costs, including but not limited to appraisal, right-of-way consultant, legal fees and costs and property acquisition costs associated with said acquisition and condemnation proceedings. If the City cannot make the proper findings or if for some other reason under the condemnation laws City is prevented from acquiring the necessary right(s)-of-way to enable Owner to construct the public improvements required by, or otherwise necessary to comply with the conditions of, this Development Agreement, then the parties agree to amend this Development Agreement to modify Owner's obligations accordingly and still be consistent with environmental review documents FSEIR 332, EIR No. 2008-00339 and Addendum 11. Any such required modification shall involve the substitution of other considerations or obligations by Owner (of similar value) as are negotiated in good faith between the parties. Nothing contained in this Section 10 nor in Section 11 shall be deemed to constitute a determination or resolution of necessity by City to initiate condemnation proceedings. 5194263.1 (09.19.2022) -25- 10.1 Construction Parking and Access, Construction Schedule. 10.1.1 Owner shall prepare, for each Subsequent Phase, an interim construction parking and access plan ("Construction Access Plan") with the submittal of the Final Site Plan in that phase. Both the Parking Study and Construction Access Plan for each Subsequent Phase shall be subject to review and approval by the City prior to the issuance of building permits in that phase. 10.2 Utilities (Water, Electrical, Gas, Sewer, Drainage and Telecommunications). Owner shall construct the public improvements necessary for the provision of requisite water, electrical, gas, telecommunications, sewer and drainage requirements for Project as more fully set forth in the Development Approvals. Owner shall construct and relocate utilities as may be required to provide services to the Permitted Development on the Property or that are displaced by the construction of the Permitted Development. As Owner submits detailed construction plans in order to obtain building, grading or right of way permits for the Permitted Development and/or the size and nature of the Project varies, the utilities that Owner will construct or relocate may be revised by the City Engineer in compliance with the requirements of federal and California law and City and local agency standards and are reconstructed accordingly by the Owner as approved by and the satisfaction of the City Engineer. City shall cooperate with Owner on the leasing of conduit for private IT infrastructure in Douglass, Katella and River Roads, as such infrastructure may serve both private and public facilities in the Project. 10.3 Water Service. Owner will provide engineering studies to size the water mains for ultimate development within the Project. Said engineering studies will be conducted as required by the Development Approvals. The studies shall be subject to the approval of the General Manager, Public Utilities Department or authorized designee. Alternatively, at Owner's election, the water system may be constructed incrementally, provided that said incremental phasing is adequate to provide municipal demands and fire flow protection for the proposed development phasing. Owner will conform with Rule 15D of the Water Utility's Rates, Rules and Regulations which provides for, in part, a fee based on GFA and the advancement of additional funds to construct the upgraded water facilities. Owner shall be entitled to reimbursement in accordance with the terms of Rule 15D for the advancement of additional funds to construct the upgraded water facilities. 10.4 Sanitary Sewer and Storm Drains. Prior to final building and zoning inspections for the first building within the Permitted Development, Owner will construct all sanitary sewers and storm drains and appurtenant structures (including treatment control BMP's as required by the WQMP serving areas being approved for occupancy) to serve the ultimate development of the Property as provided by area wide engineering studies to be conducted as required by the Development Approvals. On -site (i.e. not in the City right of way) sanitary sewer and storm drain systems shall be privately owned and maintained unless otherwise approved in writing by the City Engineer. All studies shall be subject to the approval of the City Engineer. Owner will construct improvements identified in said studies. The systems may be constructed incrementally subject to the approval of the City Engineer and where consistent with City Engineer approved studies, City master plans for installation of sanitary sewer and storm drains, Platinum Triangle utility installation plans and approved Final Site Plans, and provided that said incremental phasing is constructed to provide full capacity at the earliest time that full capacity 5194263.1 (09.19.2022) -26- may be necessary and that the incremental phasing is adequate to provide capacity for the proposed development phasing. 10.5 Conveyance of Utility Easements. Owner shall prepare and convey to City public utilities easements, in a form acceptable to the City Attorney's office, for any water, electrical, gas, sewer, storm drain, drainage or telecommunications facilities constructed in private streets, including those that may be constructed in Douglass Road after the vacation contemplated in Section 7.8. Owner shall submit the draft easements for City review prior to approval of the final map and shall submit the final fully executed easements to City prior to recordation of the final map _OWNER agrees that CITY may either record the final fully executed easements or direct that Owner record such easements in which case Owner shall do so within seven (7) business days of receiving such request. 10.6 Timing, Phasing and Sequence of Public Improvements and Facilities. The timing, phasing and sequence of the construction of public improvements and facilities or the payment of fees therefor shall be constructed or paid in accordance with the timing, phasing and sequence set forth in this Development Agreement, including specifically Exhibit "C", Sections 10.1.1 and 11.3.1 , and the Master and the approved Final Site Plans. City will cooperate with Owner for the purpose of coordinating all public improvements and facilities constructed under this Development Agreement or any Development Approvals, that are within the jurisdiction of the City. 10.7 Traffic Circulation Improvements. In order to assist City in providing for area -wide traffic circulation and to mitigate traffic impacts from and as required by this Project, Owner shall cause to be made or constructed the traffic circulation improvements to public and private streets identified for the Project including all applicable measures from the Updated and Modified Mitigation Monitoring Program 106C approved in conjunction with Subsequent EIR No. 339, the traffic study prepared by Pirzadeh & Associates, Inc. and Gibson Transportation Consulting, Inc. and dated August, 2022 and the Mitigation Monitoring Plan No. 383, as shown on the Master and Final Site Plans. In addition, City will cooperate with Owner on the integration of "smart infrastructure" in the public rights of way at Owner's expense pursuant to Section 7.3.3 to assist in the management of traffic and security on adjacent public roads at Katella Avenue, River Road and Ball Road upon mutual agreement of the final design. Such "smart infrastructure" is specified in Exhibit "O" to this Development Agreement. 10.8 Public and Fire Access Easements. In addition to the public access easements related to public use of Wellness Park, Owner shall prepare and convey to City public access easements for public use, in perpetuity, of private streets within the Project, the plazas and gardens within the Project, access to the bridges that cross Katella Avenue and Douglass Road, access to the public restrooms at the Amphitheater, and fire access to the Amphitheater and Meadow Park in a form acceptable to the City, Attorney's office. Owner shall submit the draft easements for City review prior to approval of the final map and shall submit the final easements to City prior to recordation of the final map. Owner agrees that City may either record the final fully executed easements or direct that Owner record such easements in which case Owner shall do so within seven (7) business days of receiving such request. 5194263.1 (09.19.2022) -27- 10.9 Prevailing Wage. To the full extent required by applicable federal and state law, Owner and its contractors, subcontractors and agents shall comply with California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto ("Prevailing Wage Laws"), and shall be responsible for carrying out the requirements of such provisions. This requirement is applicable to: (1) design and construction of Meadow Park as required in Section 11.1, (2) design and construction of utilities within the public right of way as required in Section 10.2, (3) design and construction of traffic circulation improvements within the public right of way as set forth in Section 10.7, (4) design and construction of Parking Areas as set forth in Section 7.3, (5) design and construction of any additional public improvements constructed that are in whole or part paid for with public funds including the ARTIC Garage, and (6) design and construction of any public improvements constructed with CFD funding as required in Sections 14.5 and 14.6. Owner covenants to take no action which would cause City to violate any applicable Prevailing Wage Laws. 10.10 Reserved. 10.11 Construction of Public Improvements. Public improvements and facilities that are required to be constructed as part of this Development Agreement and the Development Approvals shall be designed and constructed in keeping with the then -current (i.e. at the time of actual design and construction of the public improvements) Platinum Triangle Acquisition and Funding Agreement, if, and as applicable, the acquisition and funding agreement for the New CFD, if, and as applicable, City-wide standards and requirements of the City agency which shall accept their dedication. In connection with all of the public improvements and facilities, Owner shall not permit any contractor it hires to start work unless and until it is duly licensed in California and qualified to complete the work (the "Contractor") and Owner will require any direct contractors to flow down this requirement to their subcontractors. The Contractor shall contract directly with Owner pursuant to an agreement to be entered into by Owner and Contractor (the "Construction Contract"), which shall: (i) be a guaranteed maximum price contract, GMP, lump sum, unit price or other type of contract mutually agreed upon by the parties; (ii) require the Contractor or Owner to obtain and maintain performance and payment bonds for 100% of the cost of construction for performance and payment for labor and materials (and include the City and Owner as dual obligees under the bonds) for the public improvements and facilities only (and not to include cost of construction of any private improvements and facilities in connection with the Project), or provide a letter of credit or other security satisfactory to the City, in accordance with the requirements of the Anaheim Municipal Code and the California Public Contract Code; (iii) require the Contractor to obtain and maintain customary insurance, including workers compensation in statutory amounts, employer's liability, general liability, builders all-risk with the City named as additional insured; (iv) require, as condition of payment, that the Contractor release the City from any and all claims relating to the construction, including but not limited to mechanics liens and stop notices; (v) subject to the rights of any Mortgagee that forecloses on the Property, include the City as a third -party beneficiary, with all rights to rely on the work, receive the benefit of all warranties, and enforce the terms and conditions of the Construction Contract as if the City were an original party thereto; and (vi) require that the City be included as a third -party beneficiary, with all rights to rely on the work product, receive the benefit of all warranties and covenants, and prospectively assume Contractor's rights in the event of any termination of the Construction Contract, relative to all work performed by the Project's architect and engineer. For all public improvements and 5194263.1 (09.19.2022) -28- facilities that are to be constructed by Owner, and which Owner may receive reimbursement from City, the Construction Contract shall be a guaranteed maximum price contract, GMP, lump sum, unit price or other type of contract mutually agreed upon by the parties. For all public improvement and facilities that are to be constructed by Owner, and which Owner may receive reimbursement from CFD 08-1, the maximum amount paid out of CFD funds for CFD 08-1 Improvements (as defined in Section 14.51 will be the sum of (x) the available CFD 08-1 funds for projects identified as 1 C, 7A, 7B, and 7C i described on the document titled Anaheim Platinum Triangle Implementation Plan of Public Works Backbone Facilities Improvements dated March 2016 ("PTIP"), (y) other available CFD 08-1 funds, as determined by the City, not already accounted for in (x) above, that result from future adjustments to the CFD 08-1 facilities' needs or priorities as would be described in the PTIP, to the extent such adjustments add CFD 08-1 Improvements (as defined in Section 14.5 below) that were not previously included in the PTIP (provided, however, (x) and (y) shall never exceed the special tax bonding capacity generated by the Owner's parcels within CFD 08-1), and (z) the Annexation Public Facilities Capacity. Owner acknowledges and agrees it shall be responsible for complying with all City procurement laws applicable to Owner's construction of public improvements and facilities, including Meadow Park, required to be constructed as part of this Development Agreement and Development Approvals. The parties agree that, to the extent that applicable City procurement laws require competitive bidding for Owner -Contractor agreements, Owner may prequalify bidders, and, to the extent that applicable City procurement laws require competitive bidding for Contractor -subcontractor agreements, Owner may allow its Contractor(s) to prequalify bidders. 10.12 Maintenance of Public and Private Infrastructure Improvements. Except for the public infrastructure set forth on Exhibits "H" and "J." Owner is obligated to maintain, repair and replace the public and private infrastructure improvements. Owner's maintenance obligation shall be to the satisfaction of the City, consistent with the design plans and standards to be followed by the City so that the improvements retain a first class appearance and shall also be performed in a manner such that the infrastructure improvements shall not constitute a nuisance. All replacement parts, restoration and repairs shall be at least equal in quality to the original condition of the infrastructure improvements. Owner shall conduct maintenance inspection of the improvements at least once a year and shall retain proof of such inspection and make such inspection reports available to the City within thirty (30) days upon request. City, after 10 day written notice to Owner and if Owner fails to commence the repair within that 10 day period and complete the repair within a reasonable period of time, shall have the right, but not the obligation, to make the repair and obtain reimbursement from the Owner for the costs of such repair. Section 11. PUBLIC IMPROVEMENTS AND SERVICES —PARKS, AMPHITHEATER AND BIKE TRAIL LANDSCAPED AREA 11.1 Public Parks. Because the Property is located within the Platinum Triangle Mixed Use Overlay Zone, and greater than eight (8) acres with residential development totaling approximately 1,500 dwelling units, Owner is required to provide and construct an on -site park of a minimum size of 44 square feet for each residential unit, or 66,000 square feet of parkland. In addition, Owner must pay park in lieu fees pursuant to Anaheim Municipal Code Section 18.20.110. In order to satisfy these obligations, Owner shall, no later than the first final building and zoning inspection of occupancy in Phase 3, record a public use easement to authorize 5194263.1 (09.19.2022) -29- perpetual public use of Wellness Park and public access to five parking spaces adjacent to the Wellness Park, in a form acceptable to the City Attorney's office, over the Wellness Park, and Owner shall not receive any parkland dedication credits. City acknowledges and agrees that Owner's construction and maintenance of Wellness Park complies with the public park dedication requirements specified herein. Consistent with existing Code requirements and policies, no credit shall be given for Wellness Park improvements. Owner shall construct, own (subject to the public use easement described hereinabove), manage and maintain Wellness Park in perpetuity. Owner shall pay the required park impact fees, in an amount currently estimated at twelve million one hundred seventy one thousand fifteen dollars ($12,171,015), subject to escalation, as specified below in Section 14.1 of this Development Agreement, to City. Through the Owner's design, construction, management and maintenance of Wellness Park, the use of a portion of City's Property for the design, construction, management, and maintenance of Meadow Park by Owner, the payment of park impact fees, and the dedication of a public use easement for perpetual public use of Wellness Park, City acknowledges and agrees that Owner has satisfied all City requirements concerning the payment of park impact fees and construction of park improvements for the Project. 11.2 Design and Construction Timeline for Wellness Park. Owner shall provide the design and engineering plans for the Wellness Park with submission of the Final Site Plan for the final phase of residential development in Phase 4. Owner shall commence construction of Wellness Park concurrently with issuance of the first building permit for the first residential unit in the final phase of residential development of Phase 4. Owner shall complete the Wellness Park not later than the first final building and zoning inspection for the first residential unit in the final phase of residential development of Phase 4. 11.3 Design, Construction, and Maintenance of Meadow Park, modified ARTIC drop- off and the Katella Bride. Owner shall construct and thereafter maintain, during the Private Maintenance period, Meadow Park, the modified ARTIC drop-off area and the Amphitheater in accordance with the provisions of this Development Agreement. 11.3.1 Owner shall commence design and engineering and initiate coordination meetings with the City staff for Meadow Park, modified ARTIC drop-off and Katella Bridge no later than first final building and zoning inspection for a non -parking building in Phase 1. The Owner shall submit design and engineering plans for the Meadow Park and the Katella Bridge with Final Site Plan submission for Phase 2.Owner shall commence construction of Meadow Park and Katella Bridge no later than the first final building and zoning inspection for the first phase of residential units in Phase 2. Owner shall complete Meadow Park and the Katella Bridge no later than the first final building and zoning inspection for the second phase of residential units in Phase 3. Owner shall include 15 surface -level parking spaces for Meadow Park adjacent to Meadow Park, which shall remain in use until the ARTIC Garage is operational. 11.3.2 City and Owner agree to collaborate in the preparation of a final design, engineering and construction plans for Meadow Park facilities to identify complementary space within or adjacent to Meadow Park for future improvements to the Santa Ana River for recreation purposes. Final design, engineering and construction plans are subject to City approval. The design shall consider installation of infrastructure to allow for multiple temporary fence perimeters. In addition, the design shall account for circulation and access related to 5194263.1 (09.19.2022) -30- infrastructure for temporary fence placement. Meadow Park shall, at minimum, contain the following improvements: (1) children's nature -oriented active play area, (2) urban oriented natural landscape features, (3) large event space that can be divided and used for multiple concurrent events, (4) access to and directional signage for public restrooms within the Amphitheater structure, (5) space that can accommodate placement of temporary bathroom structures, (6) a pathway system that is designed to accommodate delivery of a temporary stage system and an area with utility and wireless internet capability where the temporary stage can be placed, (7) shade structures and shaded benches throughout the park (to the extent they do not interfere with the event staging areas), (8) walking paths throughout the park, (9) passive activity spaces with infrastructure for table games and outdoor classes, (10) picnic areas, (11) fitness zones/challenge course, (12) spaces for food trucks, (13) facilities that provide an opportunity for photos and advertisement of Meadow Park through social media, (14) public art and (15) pet stations and "pet friendly facilities." During construction of Meadow Park, Owner and City shall cooperate on project management issues and Owner shall request and obtain City consent prior to approving or making any modifications to the approved construction plans and materials for Meadow Park. Concurrent with the design of Meadow park and prior to the submission of a Final Site Plan for Phase 4, Owner shall consult with City regarding the design of the Amphitheater to ensure that it is compatible with the design of Meadow Park. 11.3.3 Upon completion of the ARTIC Garage, 15 spaces of the ARTIC Garage shall be available for Meadow Park users. These spaces shall (1) be available at no charge; (2) include signage indicating that the spaces are for Meadow Park users; and (3) be ADA-compliant and be located on the ground floor of the ARTIC Garage. 11.3.4 City acknowledges and agrees that the total amount of park impact fees paid by Owner shall be used to reimburse Owner for costs actually and solely incurred in the design and construction of Meadow Park. City's obligation to reimburse Owner for design and construction costs for Meadow Park from park impact fees shall be limited to the amount of park impact fees actually paid by Owner for the Project at the time of a request for reimbursement and shall never exceed the cumulative amount of park impact fees paid by Owner for the Project. City acknowledges and agrees that the 15 parking spaces for Meadow Park in the ARTIC Garage is subject to the reimbursement provisions of this Section 11.3.4, at a cost of $30,000 per parking space, totaling $450,000. This reimbursement shall not apply to Owner's costs of design and construction of the proposed Amphitheater adjacent to Meadow Park, the bridge across Katella Boulevard or to access the ARTIC Garage. In the event that City or City and Owner apply for and receive a grant or grants to partially or fully fund the design and construction of Meadow Park inclusive of the fifteen (15) parking spaces in the ARTIC Garage, any such grant funds received shall reduce the amount of park impact fees that City is obligated to reimburse Owner as required herein. 11.3.5 Upon completion of construction, during the Private Maintenance period Owner shall maintain Meadow Park and the landscaped area adjacent to the Santa Ana River Bike Trail between River Road and the Santa Ana River ("Bike Trail Landscape") at Owner's sole expense in accordance with the maintenance standards and maintenance covenant set forth in Exhibit "K-1 including but not limited to: maintenance, repair and replacement (prior to the end of useful life) of lighting, signage, amenities, landscaping (including fertilizing, mowing, trimming, weed removal), subsurface and above -ground irrigation facilities, fencing, artificial 5194263.1 (09.19.2022) -31- turf, architectural elements of the park, and any and all other improvements or features; regular removal of debris; waste and graffiti abatement; and restoration of any and all landscaping, hardscape, concrete pavers, trees, and other park improvements or features that may become damaged during any excavations, repair or replacement of public facilities or utilities. Owner shall, at its sole cost and expense, perform or cause to be performed all work required herein in conformance with approved final as -built plans and with Exhibit "K- I", and in accordance with all applicable federal, state and local laws and standards including the Anaheim Municipal Code and any right of way construction or encroachment permits required by City. All improvements shall be kept in clean, good, safe, working, and workmanlike condition as detailed in Exhibit "K- 1". Owner's maintenance of Meadow Park and the Bike Trail Landscape area shall comply with the maintenance requirement set forth in this Section 11.3.5 and the Meadow Park Joint Use, Operations and Maintenance Plan including replacement and repair of equipment and fixtures. 11.4 Spring Up Maintenance District. Prior to Owner's conveyance of any portion of the Property other than Lot B to an entity unrelated to Owner, Owner shall prepare all documents for, vote in favor of and take any actions necessary to create a Spring -Up Maintenance District to fund and provide maintenance of Wellness Park as required herein in perpetuity, Meadow Park and Bike Trail Landscape area during the period of Private Maintenance, in accordance with the maintenance standards in this Development Agreement including Exhibit K and Exhibit K-1. The estimated amount of costs and schedule of payment for each parcel or lot of the Property upon establishment of the Spring -Up Maintenance District will be determined thirty (30) days prior to Owner's provision of written notice to City that Owner is contemplating a transfer of any portion of the Property. The Spring -Up Maintenance District shall become effective immediately, after (i) Owner's conveyance of a portion of the Property other than Lot B to an entity unrelated to Owner or (ii) upon Owner's failure to maintain Meadow Park or the Bike Trail Landscape area as required herein including Exhibit K and Exhibit K-1. The parties agree that the parcels on which the Honda Center, Meadow Park, ARTIC and the ARTIC Garage occupy shall not be required to pay any assessment as part of the Spring -Up Maintenance District. Owner agrees that 15 parking spaces of ARTIC Garage shall, in perpetuity, be available for visitors to Meadow Park and shall have signage as required in Section 11.3.3. 11.5 Meadow Park and Amphitheater Joint Use, Operation and Maintenance Plan. The Parties agree that notwithstanding Owner's obligation to maintain and operate Meadow Park as set forth herein, City and Owner shall negotiate in good faith to prepare and execute, prior to first Final Site Plan for any development within Phase 2, a Meadow Park Joint Use, Operation and Maintenance Plan that addresses all issues set forth in Exhibit "M attached hereto including scheduling of events and usage of Meadow Park consistent with the terms set forth in Sections 11.6, 11.7, and 11.8, criteria and procedures for identifying when the Maximum Event Perimeter will be utilized, and the sale of alcoholic beverages within Meadow Park. Owner acknowledges the operational requirements include noise and time restrictions as required by the Development Approvals that are applicable to use of the Amphitheater that are intended to ensure that use of the Amphitheater is compatible with the use of adjacent and nearby properties. In addition, the operational requirements include provisions that obligate the Owner to include reference to Section 13.080.020 of the Anaheim Municipal Code in agreements with performers scheduled to perform at the Amphitheater. In the event that City receives complaints regarding the content of or conduct prohibited by Section 13.08.020 at events at the Amphitheater and/or Meadow Park, 5194263.1 (09.19.2022) -32- then Owner's representative will meet and confer with the City's Community Services Director or designee to discuss procedures that would assist in achieving compliance with Section 13.08.020 and that would apply prospectively to events at the Amphitheater and Meadow Park. Owner shall make a good faith efforts to incorporate the procedures identified through the meet and confer process for future events at the Amphitheater and Meadow Park. The Parties agree that the Meadow Park Joint Use, Operation and Maintenance Plan will include a provision that states that Meadow Park is a public park available for public and City use. The Meadow Park Joint Use, Operation and Maintenance Plan will allow for limited private use of Meadow Park for events associated with the Amphitheater. The Director of Community Services is authorized to execute the Meadow Park Joint Use, Operation and Maintenance Plan on behalf of the City; provided, however, the Director of Community Services or the City Manager may, in their discretion, refer the proposed Meadow Park Joint Use, Operation and Maintenance Plan to the City Council for consideration and action to approve, approve with modifications or deny the Plan. 11.6 Owner Events at Meadow Park. Owner may schedule up to twenty-five (25) event days at the Amphitheater per year that include private use of some portion of Meadow Park ("Owner Event Days"). During Owner Event Days, a portion of Meadow Park beyond the Amphitheater and Amphitheater seating bowl may be closed off to the public and exclusively used by ticketed patrons and Owner Event Days staff. Unless otherwise agreed to in writing between City and Owner, Owner will not close off a greater portion of Meadow Park to City and the public beyond the maximum perimeter fence line ("Maximum Event Perimeter") shown on Exhibit "U" for Owner Event Days. Owner and City agree that the Maximum Event Perimeter identified in Exhibit "U" depicts the maximum portion of Meadow Park that may be closed off on Owner Event Days. Owner agrees that the Maximum Event Perimeter shall not be the default perimeter for Owner Event Days; Owner will only close off the portion of Meadow Park that is operationally necessary to run a particular Owner Event Day in light of the size, scope, and nature of the event. Owner and City agree that the Meadow Park Joint Use, Operation and Maintenance Plan will include criteria and procedures for determining when the size, scope, and nature of an Owner Event Day will justify closure up to the Maximum Event Perimeter and when the size, scope, and nature will necessitate a smaller perimeter. Owner may schedule as many events as Owner deems appropriate at the Amphitheater up to the border identified as "Property Line" in Exhibit U. City and Owner agree that Owner events at the Amphitheater up to the Property Line may also utilize the areas of Meadow Park identified as "Access Rights" on Exhibit U. Owner's use of the "Access Rights" areas for events where no other portion of Meadow Park is closed off for private use shall not count towards the annual maximum of twenty-five (25) Owner Event Days listed above. Notwithstanding the foregoing in this section, capacity for Amphitheater events within the Maximum Event Perimeter and within the Property Line area shall be determined by the fire marshal occupancy standards for such space as applicable. 11.7 City Events at Amphitheater. Owner shall maintain the calendar for the Amphitheater for scheduling Events. Notwithstanding Owner's right to maintain the calendar, City has the right to reserve and use the Amphitheater for City events or City sponsored community group events a minimum of six (6) times per calendar year on weekend days or weekend evenings (i.e. weekend days and weekend evenings are defined as occurring on a Friday, Saturday, or Sunday). Owner and City agree that the City events and City sponsored 5194263.1 (09.19.2022) -33- community group events shall be uses for events of the City or other community groups, and not events, such as concerts of a touring artist or the like, which would otherwise be in competition with the other Owner Event Days uses at the Amphitheater. Each day of such City event or City sponsored community group event will be deemed to be one City event. Any two (2) days booked on one weekend would constitute two (2) of the City's six (6) annual event days. Such uses may be booked by City up to twelve (12) months in advance and must be confirmed by City as proceeding at least ninety (90) days in advance. When booking City's six (6) events per calendar year, City shall be entitled to three (3) of its first choice dates. Scheduling of the City's remaining three (3) events per year shall be subject to the calendar protocol described below. City also has the right to reserve and use the Amphitheater for City events or City sponsored community group events on available days not otherwise booked beyond the minimum six (6) per year, subject to the calendar protocol. City and Owner shall mutually agree upon a written protocol for placing holds and a reasonable challenge system to handle any booking conflicts that may arise and further agree to recognize and in good faith attempt to accommodate the legitimate interests of the other with respect to scheduling of events. Owner will provide an updated event calendar for the Amphitheater on a quarterly basis, following which additional available dates may be booked by City. The Parties recognize that the use described in this Section are uses for events of the City or public events, and not events, such as concerts of a touring artist or the like, which would otherwise be in competition with the Owner's use of the Amphitheater. 11.8 Costs and Services for City Events at Amphitheater. Owner agrees that Owner will provide use of the Amphitheater and Amphitheater staff for the City events and City sponsored community group events contemplated in Section 11.7 for no rental or use fee. City shall be entitled to retain all revenues relating to City events or City sponsored community group events. City and community groups will provide their own lighting and sound equipment for use at City or community group events. Such lighting and sound equipment shall be provided by a vendor/operator consistent with industry standards as determined by Owner. For the first six (6) City events and City sponsored community group events held in a calendar year, City shall reimburse Owner for fifty per cent (50%) of all out-of-pocket costs (with no markup) actually incurred by the Owner in connection with hosting a City or City sponsored community group event. For City events and City sponsored community group events seven (7) through twelve (12) in a calendar year, City shall reimburse Owner for all out-of-pocket costs (with no markup) actually incurred by the Owner in connection with hosting a City or City sponsored community group event. For all City events and City sponsored events beyond a total of twelve (12) in a calendar year, City shall reimburse Owner for all out-of-pocket costs at market rate. Costs incurred by Owner may include direct costs for set up and break down of facility, systems, and equipment, and other costs directly related to such City or City sponsored community group events (including costs for ushers, security personnel, facility and system operators, and custodial personnel). The Parties recognize that not all of the City events or City sponsored community events at the Amphitheater will require all of the aforementioned services. City in consultation with Owner shall determine which services are necessary for City and City sponsored community group events. City shall pay directly the costs of any municipal services such as police or emergency medical personnel incurred in connection with hosting a City or City sponsored community group event. City shall have the right to market, promote, sell, and control the pricing of tickets for City or City sponsored community group events and to control the seating assignments. In connection therewith, City may use the Owner's ticketing system in accordance with Owner's written agreement with its ticketing vendor to make such tickets 5194263.1 (09.19.2022) -34- available to the attendees of City or City sponsored community group events and Owner shall be reimbursed for any fees or expenses incurred. 11.8.1 To the extent food and beverages (alcoholic and/or non-alcoholic) are made available at City events or City sponsored community group events at the Amphitheater, City may request that Owner provide such food and beverages in which case Owner shall retain all associated revenues. Notwithstanding the foregoing, City is not required to utilize Owner's food and beverage services for City and City sponsored community events at the Amphitheater; City and community groups may elect to provide these services directly or may utilize outside food and beverage vendors at City's discretion. If City and/or community groups provide their own food and beverage services, then City and/or community groups will retain all associated revenue. 11.8.2 To the extent that City or community groups elect to provide alcoholic beverages at City events or City sponsored community group events, City and/or community groups will obtain all appropriate temporary licensing and regulatory approvals. City agrees that any alcoholic beverages provided directly by City or City sponsored community groups (or by vendors thereof) as part of a City and/or City sponsored community group event will be provided/sold in the Meadow Park portion of such event and not within the Amphitheater; provided, however, that such beverages may still be consumed by event -goers within the Amphitheater. 11.9 Compliance with Naming Ply. City and Owner agree that the naming of the park as Meadow Park as agreed to in this Development Agreement satisfies Anaheim Parks, Recreation and Community Services Policy No.A-033 Policy related to the naming of public parks. Signage within Meadow Park shall comply with the signage requirements set forth in the Transit District Signage Plan as set forth in Exhibit "N". Section 12. REIMBURSEMENT PROVISION. In the event Owner is required to construct public improvements which are supplemental to the requirements of the Project for the benefit of other properties, City will work with Owner to establish mechanisms for proportional reimbursement from owners of the benefited properties. For public improvements that are within CFD 08-1, the proportional benefit shall be calculated based on the estimated improvement budget cap(s) set forth in CFD 08-1 or the New CFD. All costs associated with establishing said reimbursement mechanisms shall be paid by Owner. Section 13. DEDICATIONS AND EXACTIONS. Prior to issuance of the first building permit for the Project or recordation of the first Final Map for the Project, Owner shall irrevocably offer for dedication within each Phase of the Project, the rights -of -way, including the public connector streets, collector streets, public use easements for perpetual public park use or access (including use of the plazas and bridges) or private roadway access, public utility easements, parking easements and other dedications as more fully set forth in the Master and Final Site Plans for the uses set forth in the Master and Final Site Plans. These dedications shall be in fee or as an easement at the discretion of City, and upon completion and acceptance by City of the associated improvements in compliance with 5194263.1 (09.19.2022) -35- the specifications as approved by City, City shall accept Owner's offer of dedication. Nothing contained in this Development Agreement, however, shall be deemed to preclude City from exercising the power of eminent domain with respect to the Property or the Project, or any part thereof. Section 14. FEES, TAXES, AND ASSESSMENTS. 14.1 Fees, Taxes and Assessments. Owner shall be responsible for the payment of Development Impact Fees shown in Exhibit "P" in the amount and at the times set forth in the Existing Land Use Regulations and for newly proposed fees currently under consideration by the City at the time of approval of this Development Agreement as set forth in Exhibit "P- I" ("Proposed Fees"), as said amounts and timing may be modified in accordance with this Development Agreement. Notwithstanding the foregoing, Owner shall not, under any circumstances, pay Platinum Triangle Supplemental Fees on property that currently resides within the Core boundaries of CFD 08-1 and the Annexation Parcels. The Development Impact Fees set forth in Exhibit "P" and the Proposed Fees set forth in Exhibit "P- I" shall be frozen for a period of five (5) years from the Development Agreement Date. After the expiration of this five-year period, Development Impact Fees shall be subject to increase during the terms of this Development Agreement as set forth in the enabling statutes, ordinances and resolutions related to each Development Impact Fee. Proposed Fees shall be subject to increase during the terms of this Development Agreement as set forth in the enabling statutes, ordinances and resolutions related to each Proposed Fee. The rates of fees, taxes or assessments shall be the rates in existence at the time, said fees, taxes or assessments are normally required to paid to the City, except as otherwise provided in this Development Agreement. During the Term, City shall only impose the Development Impact Fees or Proposed Fees on the Project, specified in Exhibit "P" and Exhibit "P-1". If Owner constructs any public facilities which otherwise would be funded through payments of Development Impact Fees, Owner shall be entitled to offsets, or credits, towards its payment of Development Impact Fees, as established in the Anaheim Municipal Code. 14.2 Reserved. 14.3 Excluded Development Fees. The following fees shall not be included among the fees which would otherwise fall within the definition of Existing Land Use Regulations: 14.3.1 Water Utilities Fees. Owner will pay all applicable fees in accordance with the Water Utilities Rates, Rules and Regulations in effect at the time of application for service including Rules 15D which provides for, in part, a fee based on GFA to construct the necessary water facility improvements within the Platinum Triangle and Rules 15A1, 16 and 23. . 14.3.2 Electrical Utilities Fees. Owner will pay all fees in accordance with the Electrical Utilities Rates, Rules and Regulations in effect at the time of application for service including Rules 13, 15, 16, 203, 22 and 24. 14.3.3 City Processing Fees. Owner shall pay all standard City-wide processing fees for building permits, zoning review, plan review and approval, encroachment and grading permits, inspection and technology usage and other similar fees associated with the Development 5194263.1 (09.19.2022) -36- of the Project which are in existence at the time of approval of this Development Agreement at the rate in existence at the time said fees are normally required to be paid to City. 14.4 Platinum Triangle Infrastructure Assessment District. Prior to the date a building or grading permit is issued relating to implementation of the Master or Final Site Plans, or within a period of ninety (90) days from the date of execution of this Development Agreement, whichever occurs first, Owner shall execute and record an unsubordinated covenant in a form approved by the City Attorney's Office wherein Owner agrees not to contest the formation of any assessment district(s) which may be formed to finance Platinum Triangle infrastructure, which district(s) could include the Property. The covenant shall run with the land and bind Owner and its successors and assigns, but shall not preclude Owner from contesting (i) the determination of benefit of such improvements to the Property, (ii) the properties included in said district or area, (iii) the manner in which said fee is determined or (iv) the manner in which said improvement costs are spread. 14.5 CFD 08-1. As specified in Exhibit "H", Owner shall construct certain public roads, utility improvements, and other public infrastructure which qualify (i) as authorized facilities under CFD 08-1 ("CFD 08-1 Improvements"), and (ii) for acquisition by City/CFD 08- 1 with either (i) proceeds of newly issued bonds by CFD 08-1 ("CFD 08-1 Bonds"), (ii) through special taxes levied and collected in accordance with the CFD 08-1 RMA and not otherwise used to pay debt service on outstanding bonds issued by CFD 08-1, or (iii) through Owner's prepayments of CFD 08-1 special taxes deposited into the Construction Fund (as defined in the CFD 08-1 RMA). City agrees to use good faith, diligent efforts to acquire such CFD 08-1 Improvements and reimburse Owner for such CFD 08-1 Improvements in a timely manner, including, without limitation, issuing CFD 08-1 Bonds when new development within CFD 08-1 generates special taxes sufficient to satisfy the debt service on any newly issued CFD 08-1 Bonds. City and Owner shall execute a Platinum Triangle Acquisition Agreement ("Acquisition Agreement"), in substantially the form of which is attached in Exhibit "O", which provides, in part, for the City's acquisition of the CFD 08-1 Improvements, the Owner's conveyance of the CFD Improvements to the City/CFD 08-1, and the reimbursement of the Owner for any such CFD 08-1 Improvements. Owner shall have the option of pre -paying its CFD 08-1 special taxes as provided in CFD 08-1 RMA. Owner agrees that it will support and not contest, vote in favor of, and execute necessary documents for the City to modify the CFD 08-1 boundaries to include within CFD 08-1 all of Owner's parcels identified as Annexation Parcels. In consideration thereof, City agrees that the Special Taxes (as defined in the CFD 08-1 RMA) collected in connection with levying Owner's Annexation Parcels within the Platinum Triangle and/or the construction proceeds from CFD 08-1 Bonds supported by the special tax revenues generated from the Owner's Annexation Parcels within the Platinum Triangle shall be allocated to CFD 08- 1 Improvements and used first by the City to reimburse Owner for the construction of the CFD 08-1 Improvements pursuant to the terms of the Platinum Triangle Acquisition Agreement. Maximum amount to be reimbursed to the Owner from any CFD proceeds shall not exceed the special tax bonding capacity generated by the Project or the pre -payment amount of the Owner's CFD obligation. 14.6 New CFD. City agrees to assist the Owner in forming a new CFD ("New CFD"), the boundaries of which shall be coextensive with those of the Property, in order to fund, pursuant to the Mello -Roos Community Facilities Act of 1982, (i) the City/New CFD's 5194263.1 (09.19.2022) -37- acquisition of authorized facilities, including CFD 08-1 Improvements not otherwise funded by CFD 08-1 funds due to the cap established in Section 10.12; and (ii) impact fees which are not eligible for fee credits or fees paid through either the Development Impact Fee or Proposed Fee programsas each of (i) and (ii) are described in Exhibit "J" (collectively, "New CFD Improvements") . Owner agrees that the property parcels on which the Honda Center, Meadow Park, ARTIC and Parking Decks A, B, C and D are located shall be exempt from the payment of special taxes under the New CFD or any alternative financing authority authorized in this Section 14.6. City agrees to use good faith, diligent efforts to establish and form the New CFD, including the scheduling of necessary public hearings in connection with the adoption of a resolutions of formation and intent to issue bonds. Owner agrees to cooperate in the formation of the New CFD and agrees that it will not contest and will, for and on behalf of all of Owner's property within the boundaries of the New CFD, vote in favor of formation of the New CFD. In the alternative, City agrees that Owner may pursue other financing alternatives, including requesting The California Municipal Financing Authority ("CMFA"), to form the New CFD. In connection therewith, City agrees to use good faith efforts to consider issuance of consents to the formation of the New CFD by CMFA and agrees to use good faith efforts to take all necessary and appropriate actions to assist Owner and CMFA in its formation. Owner shall reimburse City for all City costs, including consultant costs and legal fees, incurred for actions taken to create the New CFD or create financing alternatives through CMFA or a similar authority or public agency acceptable to the City. 14.7 Accounting of Funds. City will comply with applicable requirements of Government Code Section 65865 relating to accounting of funds. 14.8 Imposition of Increased Fees. Taxes or Assessments. Except as expressly set forth or reserved in this Development Agreement, City shall not, without the prior written consent of Owner, impose any additional fee, tax or assessment on the Project or any portion thereof as a condition to the implementation of the Project or any portion thereof. Nothing contained herein shall be construed to prohibit City from imposing fees, taxes or assessments on the Property which are unrelated to the approval or implementation of the Project. Notwithstanding the foregoing, this Development Agreement shall not limit City's right and power to impose taxes on the Property or Project provided that any taxes imposed are adopted pursuant to all applicable laws and that said tax qualifies as a City -Wide Tax. For the purposes of this Section 14.8 a "City -Wide Tax" means a general or special tax generally applicable to a category of development or use of one or more kinds, wherever the same may be located in the City, including but not limited to, a general or special tax adopted in accordance with California Const, Art XIII C and D et seq. (otherwise known as Proposition 218); provided, however, that a general or special tax which only applies to or impacts the Project shall not be considered a City - Wide Tax. Section 15. COVENANTS, CONDITIONS AND RESTRICTIONS. If Owner conveys a portion of the Property to an unrelated party, Owner agrees to record unsubordinated covenants, conditions and restrictions (CC&Rs) applicable to the Property in a form and content satisfactory to the Planning and Building Director, City Engineer and the City Attorney incorporating the requirements and obligations set forth in this Development Agreement including Exhibit "K-1". 5194263.1 (09.19.2022) -38_ Section 16. NEXUS/REASONABLE RELATIONSHIP CHALLENGES. Owner consents to, and waives any right it may have now or in the future to challenge the legal validity of the conditions, requirements, policies or programs required by Existing Land Use Regulations or this Development Agreement including, without limitation, any claim that they constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, or impose an unlawful tax. Section 17. TIMING OF DEVELOPMENT. Timing of Development shall be as set forth in the Master and Final Site Plans. Subject to the provisions of Section 7.2 of this Development Agreement, Owner agrees to use commercially reasonable efforts to apply for and.obtain all required permits, to apply for and obtain financing for construction of the Project, and upon approval of financing for the'Project or each phase thereof to commence and complete construction of the Project or phase thereof during the time period set forth in the Master Plan. In the event Owner is not able to complete construction of the Project within the time frame set forth in the Master Plan, Owner agrees to complete Phase 1 within five (5) years of the Development Agreement Date, complete Phase 2 within ten (10) years of the Development Agreement Date, Phase 3 within fifteen (15) years of the Development Agreement Date, and complete Phases 4 and 5 prior to expiration of this Development Agreement. For purposes of this Development Agreement, a completion of a phase means, at a minimum, that temporary certificates of occupancy have been issued for 90% of the square footage or number of dwelling units specified in the applicable Final Site Plan[s], subject to Owner's abandonment of a portion of a Final Site Plan, as specified below in this Section 17. If Owner, in its sole and absolute discretion, chooses to not complete all of the square footage or dwelling units in a Final Site Plan, Owner shall provide written notice to City of this intention. In such a situation, Owner shall be deemed to have abandoned the right to construct the square footage and dwelling units which Owner chooses not to complete, and Owner shall not have the ability to complete the portions of the applicable Final Site Plan which was abandoned. Such an abandonment shall have no effect upon (i) the portions of the Master Site Plan and Final Site Plan which have been completed, (ii) any other Final Site Plan which has been approved by City. Section 18. EXISTING USES. City and Owner agree that those existing legally established uses on the Property may be retained until the Project is implemented. When those existing uses are demolished, no credit for any such demolished square footage for which Interim Development Fees have not been paid will be given Owner against Interim Development Fees due on a square footage basis as provided for in this Development Agreement. Owner will pay the full Interim Development Fees for Permitted Development constructed pursuant to the Master and Final Site Plans. Section 19. FUTURE APPROVALS. 19.1 Basis for Deng or Conditional Granting Future Approvals. Before Owner can begin grading on the Property or other development of the Property, Owner must secure several 5194263.1 (09.19.2022) -39- additional permits and/or approvals from City. The parties agree that to the extent said Development Approvals are ministerial in nature, City shall not, through the enactment or enforcement of any subsequent ordinances, rules, regulations, initiatives, policies, requirements, guidelines, or other constraints, withhold such approvals as a means of blocking construction or of imposing conditions on the Project which were not imposed during an earlier approval period unless City has been ordered to do so by a court of competent jurisdiction. Notwithstanding the previous sentence, City and Owner will use their best efforts to ensure each other that all applications for and approvals of grading permits, building permits or other developmental approvals necessary for Owner to develop the Project in accordance with the Master and Final Site Plans are sought and processed in a timely manner. 19.2 Standard of Review. The rules, regulations and policies that apply to any additional Development Approvals which Owner must secure prior to the Development of the Property shall be the Existing Land Use Regulations, as defined in this Development Agreement. 19.3 Future Amendments to Master and Final Site Plans. Future amendments to all or a portion of the Master or Final Site Plans which increase the intensity or density of the Development of the Property, or change the permitted uses of the Property, and are not among those described in Section 20.4 may subject the portion or portions of the Project being amended or affected by the amendment to any change in the City's General Plan, zoning designations and rules applicable to the Property and further environmental review and possible mitigation of adverse impacts under CEQA in effect at the time of such amendment. Any such amendment to the Master and Final Site Plans shall be processed concurrently with the processing of an amendment to this Development Agreement. It is the desire and intent of both parties, except as set forth herein, that any such future amendment of the Master and Final Site Plans will not alter, affect, impair or otherwise impact the rights, duties and obligations of the parties under this Development Agreement with respect to the unamended portions of the Master and Final Site Plans. Amendments to Master and Final Site Plans, which do not otherwise qualify as Operating Memoranda pursuant to Section 20.6, shall be subject to approval of the Planning Director. Section 20. AMENDMENT. 20.1 Initiation of Amendment. Either party may propose an amendment to this Development Agreement. 20.2 Procedure. Except as set forth in Section 20.4 below, the procedure for proposing and adopting an amendment to this Development Agreement shall be the same as the procedure required for entering into this Development Agreement in the first instance. Such procedures are set forth in Sections 2, 3 and 5 of the Procedures Resolution. 20.3 Consent. Except as provided elsewhere within this Development Agreement, any amendment to this Development Agreement shall require the consent of both parties. No amendment of this Development Agreement or any provision hereof shall be effective unless set forth in writing and signed by duly authorized representatives of each party. 20.4 Amendments. Subject to the foregoing provisions of this Section 20, the parties acknowledge that refinements and further development of the Project may demonstrate that 5194263.1 (09.19.2022) -40- changes are appropriate with respect to the details and performance of the parties under this Development Agreement. The parties desire to retain a certain degree of flexibility with respect to the details of the Development of the Project and with respect to those items covered in general terms under this Development Agreement. If and when the parties find that changes or adjustments are necessary or appropriate to further the intended purposes of this Development Agreement, they may, unless otherwise required by law, effectuate such changes or adjustments as specified in the Development Approvals. 20.5 Effect of Amendment to Development Agreement. The parties agree that except as expressly set forth in any such amendment, an amendment to this Development Agreement will not alter, affect, impair, modify, waive or otherwise impact any other rights, duties or obligations of either party under this Development Agreement. 20.6 Operating Memoranda. The provisions of this Development Agreement require a close degree of cooperation and flexibility between the City and Owner. The development of the Project may demonstrate that clarifications or modifications to this Development Agreement are appropriate with respect to the details of performance of the City and Owner, including changes necessitated due to financing considerations. If and when, from time to time during the Term of this Development Agreement, City and Owner agree that such clarifications are necessary or appropriate, City and Owner shall effectuate such clarifications through operating memoranda approved in writing by City and Owner ("Operating Memoranda"), which, after execution, shall be attached as addenda and become a part hereof, and may be further clarified from time to time as necessary with future approval by City and Owner. No such Operating Memoranda shall constitute an amendment to this Development Agreement requiring public notice or hearing and are considered ministerial clarifications. Operating Memoranda may be used when the Operating Memorandum: (i) does not increase the density or intensity of the Project or such increases do not generate new significant environmental impacts under CEQA; (ii) does not change the permitted uses of the Project, unless such uses are consistent with the Existing Land Use Regulations; (iii) does not increase the maximum size of buildings of the Project unless these increases are consistent with the Existing Land Use Regulations and do not increase the total amount of development approved in the Master Plan; or (iv) does not reduce improvement and construction standards for the Project. The City Manager shall have the authority and shall make the determination on behalf of City whether a requested clarification may be effectuated pursuant to this Section 20.6 or whether the requested clarification is of such a character to constitute an amendment hereof pursuant to Section 20.4 above. The City Manager shall, upon consultation with the City Attorney as to the form of the Operating Memorandum, be authorized to execute any Operating Memoranda hereunder on behalf of City. The City Manager may also refer any proposed Operating Memoranda to the City Council for consideration and action to approve or deny any proposed Operating Memorandum. The parties acknowledge and agree that in the future, Owner may be acquiring fee ownership of property which, although part of the Project, is not part of the Property. In such a case, the parties may choose to add this property to the definition of "Property" in this Development Agreement. Subject to compliance with this Section 20.6, such inclusion of property shall be included via Operating Memoranda. 5194263.1 (09.19.2022) -41- Section 21. NON -CANCELLATION OF RIGHTS. Subject to defeasance pursuant to Sections 27, 28 or 29, the Master and Final Site Plans and other Development Approvals as provided for in this Development Agreement shall be final and the rights once granted thereby shall be vested in the Property upon recordation of this Development Agreement. Section 22. BENEFITS TO CITY. The direct and indirect benefits to the City (including, without limitation, the existing and future anticipated residents of the City) pursuant to this Development Agreement include, but are not limited to, the following: a. The participation of Owner in the accelerated, coordinated and more economic construction, funding and dedication to the public, as provided in this Development Agreement, of certain of the vitally needed on -site and area -wide public improvements and facilities, and assurances that the entire Project will be developed as set forth in the Master and Final Site Plans and this Development Agreement in order to encourage development of the Platinum Triangle. b. The public benefits, totaling approximately $255,000,000 include the following traditional public benefits: (i) parks improvements ($25M); (ii) affordable housing ($35M) (ii) public infrastructure improvements ($80M); (iii) Owner's agreement to perform ongoing Private Maintenance obligations of public facilities including Meadow Park and ARTIC ($30M) (iv) a five million dollar ($5,000,000) Offsite Park Contribution Fee, with the proceeds of this Fee to be used in the City's sole discretion to pay for park improvements; (v) Owner's payment of approximately $80 million in Development Impact Fees; and (vi) the generation of millions of dollars in economic impact due to the development, construction and operAtion of the Project. C. The: (i) construction of the Honda Center Improvements and the Honda Center Expansion totaling approximately $390,000,000 (ii) pursuant to a maintenance easement encumbering Owner's interest in the property underlying the Honda Center Expansion, Owner's obligation to maintain the Honda Center Expansion (the "Honda Center Expansion Maintenance Easement") and (iii) construction and perpetual maintenance of the Wellness Park. d. The: (i) construction of the ARTIC Improvements and the ARTIC Expansion and (ii) pursuant to a maintenance easement encumbering Owner's interest in Project property located south of Katella Avenue, Owner's obligation to maintain the ARTIC Expansion throughout the term of the ARTIC FMA (the "ARTIC Expansion Maintenance Easement"). e. Owner shall provide Affordable Units as defined in Chapter 18.52 of the Zoning Code and the California Health & Safety Code, as follows: i. Affordable Housing in Phase 2: City and Owner agree to negotiate in good faith on a Housing Incentives Agreement for Phase 2 to provide for the development of 35 Moderate Income residential units onsite, as defined in Chapter 18.52 of the 5194263.1 (09.19.2022) -42- Zoning Code and the California Health and Safety Code, as further identified in the Housing Incentives Memorandum Application (Exhibit R). The Housing Incentives Agreement for Phase 2 shall be completed prior to the approval of the first Final Site Plan for residential units in Phase 2. ii. Affordable Housing in Phase 3: City and Owner agree to negotiate in good faith on a Housing Incentives Agreement for Phase 3 to provide for the development of a total of 160 affordable residential units, including 65 Very Low Income, 65 Low Income, and 30 Moderate Income units on the Property, as defined in Chapter 18.52 of the Zoning Code and the California Health and Safety Code, and as further identified in the Housing Incentives Memorandum (Exhibit R). The Housing Incentives Agreement for Phase 3 shall be completed prior to the approval of the first Final Site Plan for residential units in Phase 3. iii. Option for Affordable Housing at Offsite Location: Owner may, pursuant to requirements of Government Code Section 65915(g)(2)(G) and consistent with Zoning Code chapters/sections 18.52.050 and 18.52.080.0208, request that City approve relocation of all, or a portion of, the affordable housing obligation to a site within the City that is: (1) within 1/4 mile of the Project boundary; and (2) within or adjacent to the Platinum Triangle ("Offsite Location"). The City may approve or deny such request as part of its consideration of the Housing I Incentives Agreement for Phases 2 or Phase 3. In the event that necessary Development Approvals for an Offsite Location require City approval of a General Plan Amendment, Platinum Triangle Master Land Use Plan amendment, or Reclassification to a residential zone, in order to allow multi -family residential development, Owner shall increase the number of affordable housing units to be constructed from 195 units to 225 units, consisting of 65 Very Low Income units, 80 Low Income units and 80 Moderate Income units, equal to 15% of 1,500 total residential units. If the affordable housing is to be constructed on the Offsite Location, all such affordable units are to be completed no later than completion of Phase 3 of the Project. The unit mix and bedroom types shall be provided at a similar mix of units and bedroom types as the market rate units in the project, and shall be subject to approval by the Housing & Community Development Director. iv. Minor Amendments to Housing Incentives Memorandum and Housing Incentive Agreements: City and Owner acknowledge that it may be beneficial to the public interest to allow minor amendments to approved Housing Incentive Memorandum and/or Housing Incentive Agreements. Minor amendments to the Housing Incentives Memorandum or Housing Incentive Agreements may be approved by the City Manager, or his/her designee, as long as the minor amendments do not reduce the total number of Affordable Units or the number of units provided at Very Low, Low, and Moderate Income levels as specified hereinabove. _ f. Owner shall pay to City the Development Impact Fees and the Offsite Park Contribution Fee, in an amount of five million dollars ($5,000,000) prior to the issuance of the first certificate of occupancy for the Project. City shall use the proceeds of the Offsite Park 5194263.1 (09.19.2022) -43- Contribution Fee to fund park improvements with the location and timing of construction of such improvements to be determined in City's sole discretion. g. Owner shall be responsible for design, construction, operation and maintenance (including scheduling of events) at the privately -owned Amphitheater adjacent to Meadow Park and shall comply with operational and security requirements set for forth in Exhibits "K". "K-1" and "M". Owner acknowledges the operational requirements include noise and time restrictions as required by the Development Approvals that are applicable to use of the Amphitheater that are intended to ensure that use of the Amphitheater is compatible with the use of adjacent and nearby properties. In addition, the operational requirements include provisions that obligate the Owner to require that the content of performances at the Amphitheater is appropriate for the general public. Concurrent with the design of Meadow park and prior to the submission of a Final Site Plan for Phase 4, Owner shall consult with City regarding the design of the Amphitheater to ensure that it is compatible with the design of Meadow Park. City or City's designee has the right to use the Amphitheater as outlined in Sections 11.7 and 11.8. The Parties recognize that the use described in this Section and Sections 11.7 and 11.8 are uses for events of the City or public events, and not events, such as concerts of a touring artist or the like, which would otherwise be in competition with the Owner's use of the Amphitheater. h. Owner's agreement to provide maintenance for the private streets (including roadway, lighting, landscape/irrigation medians and parkways, drainage, traffic signals and signs, pavement markings, curbs, gutters and sidewalks), plazas, smart infrastructure, the bridges that cross Katella Avenue and that provide access to ARTIC Garage as set forth herein and in the Spring -Up Maintenance District Plan. i. The considerations set forth in Sections 10. 11. and 13. Section 23. BENEFITS TO OWNER. a. Owner has expended and will continue to expend large amounts of time and money on the planning and infrastructure construction for the Project. Owner asserts that Owner would not make any additional expenditures, or the advanced expenditures required by this Development Agreement, without this Development Agreement and that any additional expenditures which Owner makes after the Development Agreement Date will be made in reliance upon this Development Agreement. Without limiting the generality of the foregoing, this Development Agreement provides for the completion of public improvements and facilities prior to the time when they would be justified economically in connection with the phasing of the Project, and of a size which would be justified only by the magnitude of the Project provided for by the Master and Final Site Plans and this Development Agreement. The benefit to Owner under this Development Agreement consists of the assurance that Owner will preserve the right to develop the Property as planned and as set forth in the Master and Final Site Plans and this Development Agreement. The parties acknowledge that the public benefits to be provided by Owner to City pursuant to this Development Agreement are in consideration for and reliance upon assurances that the Property can be developed in accordance with the Master and all Final Site Plans and this Development Agreement. 5194263.1 (09.19.2022) -44- b. City shall support and recommend to the ATID Transportation Committee that during the Term of the Development Agreement the ATID Transportation Committee approve appropriation of the transportation portion (i.e. 25 percent of the two percent assessment) of the Anaheim Tourism Improvement District funds ("ATID Transportation Funds") generated by the payment of the ATID Assessment made by Owner through occupancies of the newly constructed Project hotels within the Project ("Project ATID Transportation Funds") to a specified fund to be spent as set forth in this Section 23(b). If approved by the ATID Transportation Committee, the Project ATID Transportation Funds shall be payable to and be used solely by Owner to partially fund the construction of ARTIC Garage and the access bridge for ARTIC Garage, as designed and constructed to allow for the future transit project. If the ATID Transportation Committee approves appropriation of the ATID Transportation Funds to Owner, they shall be disbursed to Owner upon the commencement of operations of the first hotel of the Project and in a manner consistent with applicable ATID Transportation Committee and City policies related to expenditure of ATID Transportation Funds _The ATID Transportation Funds shall, if approved by the Anaheim Transportation Committee, continue to be disbursed to Owner until the twentieth (20"') anniversary of City's issuance of the last certificate of occupancy for the second'hotel of the Project The parties acknowledge and agree that this disbursement obligation shall extend beyond the Term of this Development Agreement. Owner acknowledges that approval of the use of the Project ATID Transportation Funds as specified herein is subject to approval of the ATID Transportation Committee and that City's obligation herein is limited to making the recommendation and supporting the recommendation as one member of the ATID Transportation Committee. C. City and Owner shall collaborate and use best efforts to attempt to secure grants to offset or partially fund the costs of ARTIC Improvements and the Expanded ARTIC Garage. If such grants are obtained, City shall expend such grant funds to reimburse or pay Owner for part of the costs of the ARTIC Improvements as defined in Sections 1.10 and 1.14 and Exhibit "G", and for part or all of the costs of the Expanded ARTIC Garage. If any such grant funds obligate the City, as opposed to the Owner, to construct the Expanded ARTIC Garage, City's financial obligation for construction of the Expanded ARTIC garage shall be limited to the amount of the grant funds and Owner shall be solely responsible for any excess costs for construction of the Expanded ARTIC Garage. d. City agrees that if the Owner requests special inspection services during construction of the Project and assuming the City has sufficient staff/contract inspection capacity to provide such special inspection services, City and Owner will prepare and enter into an agreement whereby City will provide special inspection services at the then applicable costs charged by the City for such special inspection services. The City Manager is authorized to sign the special inspection services agreement on behalf of the City. Section 24. UNDERTAKINGS AND ASSURANCES CONTEMPLATED AND PROMOTED BY DEVELOPMENT AGREEMENT STATUTE. The mutual undertakings and assurances described above and provided for in this Development Agreement are for the benefit of City and Owner and promote the comprehensive planning, private and public cooperation and participation in the provision of public facilities, and the effective and efficient development of infrastructure and facilities supporting 5194263.1(09.19.2022) -45- development which was contemplated and promoted by the Development Agreement Statute. City agrees that it will not take any actions which are intended to circumvent this Development Agreement; provided, however, that any action of the electorate shall not be deemed an action for purposes of this Section. Section 25. RESERVED AUTHORITY. 25.1 State and Federal Laws and Regulations. In the event that the State or Federal laws or regulations enacted after this Development Agreement has been entered into, prevent or preclude compliance with one or more provisions of the Development Agreement, such provisions of the Development Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations, provided, however, that this Development Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. Notwithstanding the foregoing, City shall not adopt or undertake any rule, regulation or policy which is inconsistent with this Development Agreement until City makes a finding that such rule, regulation or policy is reasonably necessary to comply with such State and Federal laws or regulations. 25.2 Model Codes. This Development Agreement shall not prevent City from applying new rules, regulations and policies contained in model codes, including, but not limited to, the Anaheim Building Code as adopted in Title 15, Section 15.02. 25.3 Public Health and Safety. This Development Agreement shall not prevent City from adopting new rules, regulations and policies, including amendments or modifications to model codes described in Section 25.2 which directly result from findings by City that failure to adopt such rules, regulations or policies would result in a condition injurious or detrimental to the public health and safety. Notwithstanding the foregoing, City shall not adopt any sdch rules, regulations or policies which prevent or preclude compliance with one or more provisions of this Development Agreement until City makes a finding that such rules, regulations or policies are reasonably necessary to correct or avoid such injurious or detrimental condition. Section 26. CANCELLATION. 26.1 Initiation of Cancellation. Either party may propose cancellation of this Development Agreement. 26.2 Procedure. The procedure for proposing a cancellation of and canceling this Development Agreement shall be the same as the procedure required for entering into this Development Agreement in the first instance. Such procedures are set forth in Sections 2, 3 and 5 of the Procedures Resolution and Section 65868 of the Government Code. 26.3 Consent of Owner and City. Any cancellation of this Development Agreement shall require the mutual consent of Owner and City. 5194263.1 (09.19.2022) -46- Section 27. PERIODIC REVIEW. 27.1 Time for Review. City shall, at least every twelve (12) months after the Development Agreement Date, review the extent of good faith compliance by Owner with the terms of this Development Agreement. Owner's failure to comply with the timing schedules set forth in the Final Master Site Plan and this Development Agreement shall constitute rebuttable evidence of Owner's lack of good faith compliance with this Development Agreement. Such periodic review shall determine compliance with the terms of this Development Agreement pursuant to California Government Code Section 65865.1 and other successor laws and regulations. 27.2 Owner's Submission. Each year, not less than forty-five (45) days nor more than sixty (60) days prior to the anniversary of the Development Agreement Date, Owner shalt submit evidence to the City Council of its good faith compliance with the terms and conditions of this Development Agreement. Owner shall notify the City Council in writing that such evidence is being submitted to City pursuant to the requirements of Section 6.2 of the Procedures Resolution. Owner shall pay to City a reasonable processing fee in an amount as City may reasonably establish from time to time on each occasion that Owner submits its evidence for a periodic review. 27.3 Findings. Within forty-five (45) days after the submission of Owner's evidence, the City Council shall determine, on the basis of substantial evidence, whether or not Owner has, for the period under review, complied in good faith with the terms and conditions of this Development Agreement. If the City Council finds that Owner has complied, the review for that period shall be deemed concluded. If the City Council finds and determines, on the basis of substantial evidence, that Owner has not complied in good faith with the terms and conditions of this Development Agreement for the period under review, Owner shall be given at least sixty (60) days to cure such non-compliance and if the actions required to cure such non-compliance take more than sixty (60) days, then City shall give Owner additional time provided that Owner is making reasonable progress towards such end. If during the cure period, Owner fails to cure such noncompliance or is not making reasonable good faith progress towards such end, then the City Council may, at its discretion, proceed to modify or terminate this Development Agreement or establish a time schedule for compliance in accordance with the procedures set forth in Section 29. 27.4 Initiation of Review by City Council. In addition to the periodic review set forth in this Development Agreement, the City Council may at any time initiate a review of this Development Agreement upon the giving of written notice thereof to Owner. Within thirty (30) days following receipt of such notice, Owner shall submit evidence to the City Council of Owner's good faith compliance with this Development Agreement and such review and determination shall proceed in the manner as otherwise provided in this Development Agreement. Section 28. EVENTS OF DEFAULT. 28.1 Defaults by Owner. Within forty-five (45) days after the submission of Owner's evidence, the City Council shall determine on the basis of substantial evidence, whether or not 5194263.1 (09.19.2022) -47- OWNER has, for the period under review, complied in good faith with the terms and conditions of this Development Agreement. If the City Council finds that Owner has so complied, the review for that period shall be deemed concluded. If the City Council finds and determines, on the basis of substantial evidence, that Owner has not complied in good faith with the terms and conditions of this Development Agreement for the period under review, Owner shall be given at least sixty (60) days to cure such non-compliance and if the actions required to cure such non-compliance take more than sixty (60) days, then City shall give Owner additional time provided that Owner is making reasonable progress towards such end. If during the cure period Owner fails to cure such non-compliance or is not making reasonable progress towards such end, then the City Council may, at its discretion, proceed to modify or terminate this Development Agreement or establish a time schedule for compliance in accordance with the procedures set forth in Section 29. 28.2 SNcific Performance Remedy. Due to the size, nature and scope of the Project, it will not be practical or possible to restore the Property to its pre-existing condition once implementation of this Development Agreement begins. After such implementation, Owner may be foreclosed from other choices it may have had to utilize the Property and provide for other benefits. Owner has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Development Agreement and will be investing even more significant time in implementing the Project in reliance upon the terms of this Development Agreement, and it is not possible to determine the sum of the money which would adequately compensate Owner for such efforts. For the above reasons, City and Owner agree that damages would not be an adequate remedy if City fails to carry out its obligations under this Development Agreement. Therefore, specific performance of this Development Agreement is the only remedy which would compensate Owner if City fails to carry out its obligations under this Development Agreement, and City agrees that Owner shall be entitled to specific performance in the event of a default by City hereunder. 28.3 Liquidated Damages and other City Remedv. City and Owner acknowledge that, if Owner fails to carry out its obligations under this Development Agreement, to develop Phases 2 through 4 of the Project, City will not receive all of the benefits it has negotiated through the Owner's obligations under this Development Agreement, and it would be impracticable or extremely difficult to fix, prior to signing this Development Agreement, the actual damages which would be suffered by City if Owner fails to perform its obligations under this Development Agreement to complete construction of Phases 2 through 4 of the Project as specified in Section 17 of this Development Agreement. Therefore, liquidated damages is an appropriate remedy which would compensate City if Owner fails to carry out its obligations under this Development Agreement to complete construction of Phases 2 through 4 of the Project, and Owner agrees that City shall be entitled to the following liquidated damages if Owner has commenced construction of Meadow Park or the Katella Bridge, and thereafter fails to commence and complete Development of: (i) any required Public Improvements as set forth in Sections 10 and Section 11 as part of the Phase in which they are required to be constructed or earlier, (ii) the affordable housing as set forth in Section 22(e), (iii) the private commercial development within Phases 2 through 4 of the Project or (iv) if the Owner fails to timely pay the Offsite Park Contribution Fee as required in Section 22(f). City's liquidated damages shall solely consist of Owner's conveying to City, through a grant deed, the entire parcel or parcels underlying the proposed Parking Deck A including the access ramps thereto and any 5194263.1 (09.19.2022) -48- improvements thereon. Also, if Owner is able to complete Phase 2, as specified in Section 17. even if Caltrans has not approved or provided the necessary clearances for SR 57 off -ramp improvements, City shall be entitled to liquidated damages specified herein if Owner does not timely complete construction of Phases 3 and 4. In addition, if Owner fails to comply with public improvement completion requirements set forth in Section 10 and Section 11 , provide the dedications or benefits to the City as set forth in Sections 13 and 22, City shall have the right to refuse to issue any Development Approvals which Owner would otherwise have been entitled to pursuant to this Development Agreement. If City issues a Development Approval pursuant to this Development Agreement in reliance upon a specified condition being satisfied by Owner in the future, and if Owner then fails to satisfy such condition, City shall be entitled to specific performance for the sole purpose of causing Owner to satisfy such condition. Section 29. MODIFICATION OR TERMINATION. If pursuant to Section 28.1, City elects to modify or terminate this Development Agreement or establish a revised time schedule for compliance as herein provided, then City shall proceed as set forth in this Section 29. 29.1 Notice to Owner. City shall give notice to Owner of City Council's intention to proceed to modify or terminate this Development Agreement or establish a time schedule for compliance within ten (10) days of making the City's findings. 29.2 Public Hearing. The City Council shall set and give notice of a public hearing on modification, termination or a time schedule for compliance to be held within forty (40)days after the City Council gives notice to Owner. 29.3 Decision. The City Council shall announce its findings and decisions on whether this Development Agreement is to be terminated, how this Development Agreement is to be modified or the provisions of the Development Agreement with which Owner must comply and a time schedule therefor not more than ten (10) days following completion of the public hearing. 29.4 Standard of Review. Any determination by City to terminate this Development Agreement because Owner has not complied in good faith with the terms of this Development Agreement must be based upon a finding by the City Council, based on the preponderance of evidence, that Owner is in default and has not cured that default in the timeframe permitted by Sections 27 and 28 above, as applicable. 29.5 Implementation. Amending or terminating this Development Agreement shall be accomplished by City enacting an ordinance. The ordinance shall recite the reasons which, in the opinion of the City, make the amendment or termination of this Development Agreement necessary. Not later than ten (10) days following the adoption of the ordinance, one copy thereof shall be forwarded to Owner. This Development Agreement shall be terminated or this Development Agreement as modified shall become effective on the effective date of the ordinance terminating or modifying this Development Agreement. 29.6 Schedule for Compliance. Setting a reasonable time schedule for compliance with this Development Agreement may be accomplished by City enacting a resolution. The resolution shall recite the reasons which, in the opinion of City, make it advisable to set a 5194263.1 (09.19.2022) -49- schedule for compliance and why the time schedule is reasonable. Not later than ten (10) days following adoption of the resolution, one copy thereof shall be forwarded to Owner. Compliance with any time schedule so established as an alternative to amendment or termination shall be subject to periodic review as provided in this Development Agreement and lack of good faith compliance by Owner with the time schedule shall be basis for termination or modification of this Development Agreement. Section 30. ASSIGNMENT. 30.1 Right to Assign. Owner shall have the right to sell, mortgage, hypothecate, assign or transfer this Development Agreement, and any and all of its rights, duties and obligations hereunder, to any person, partnership, joint venture, firm or corporation at any time during the term of this Development Agreement, provided that any such sale, mortgage, hypothecation, assignment or transfer must be pursuant to a sale, assignment or other transfer of the interest of Owner in the Property, or a portion thereof. In the event of any such sale, mortgage, hypothecation, assignment or transfer, (a) Owner shall notify City of such event and the name of the transferee, together with the corresponding entitlements being transferred to such transferee and (b) the agreement between Owner and such transferee shall provide that either Owner or the transferee or both shall be liable for the performance of all obligations of Owner pursuant to this Development Agreement and the Development Approvals. Owner shall also provide to the City, for review and approval (which shall not be unreasonably withheld) by the City Manager, a summary of the development qualifications/experience and financial capability of the assignee or transferee to complete the portions of the Project and obligations assigned or transferred. Such transferee and/or Owner shall notify City in writing which entity shall be liable for the performance of such obligations, and upon the express written assumption of any or all of the obligations of Owner under this Development Agreement by such assignee, transferee or purchaser shall, without any act of or concurrence by City, relieve Owner of its legal duty to perform said obligations under this Development Agreement with respect to the Property or portion thereof, so transferred, provided that Owner is not in default under the terms of this Development Agreement at the time of assignment or transfer. If Owner transfers its interest to an Affiliate, such a transfer shall not require City's consent. If Owner effectuates a partial transfer to a Merchant Builder, such partial transfer shall not require City's consent. In such situations, Owner shall provide written notice of its transfer to an Affiliate or partial transfer to a Merchant Builder, within thirty (30) days after the consummation of this transfer. 30.2 Release Upon Transfer. It is understood and agreed by the parties that the Property may be subdivided following the Development Agreement Date. One or more of such subdivided parcels may be sold, mortgaged, hypothecated, assigned or transferred to persons for development by them in accordance with the provisions of this Development Agreement. Effective upon such sale, mortgage, hypothecation, assignment or transfer, the obligations of Owner shall become several and not joint, except as to Owner's obligations set forth in Section 10 and Section 11. Upon the sale, transfer, or assignment of Owner's rights and interests under this Development Agreement as permitted pursuant to Section 30.1 above, Owner shall be released from its obligations under this Development Agreement with respect to the Property, or portion thereof so transferred, provided that (a) Owner is not then in default under this Development Agreement, (b) Owner has provided to City the notice of such transfer specified in Section 30.1 above, (c) the transferee executes and delivers to City a written agreement in which 5194263.1 (09.19.2022) -50- (i) the name and address of the transferee is set forth and (ii) the transferee expressly and unconditionally assumes all the obligations of Owner under this Development Agreement and the Development Approvals with respect to the property, or portion thereof, so transferred and (d) the transferee provides City with security equivalent to any security provided by Owner to secure performance of its obligations under this Development Agreement or the Development Approvals. Non-compliance by any such transferee with the terms and conditions of this Development Agreement shall not be deemed a default hereunder or grounds for termination hereof or constitute cause for City to initiate enforcement action against other persons then owning or holding interest in the Property or any portion thereof and not themselves in default hereunder. Upon completion of any phase of development of the Project as determined by City, City may release that completed phase from any further obligations under this Development Agreement. The provisions of this Section shall be self-executing and shall not require the execution or recordation of any further document or instrument. Any and all successors, assigns and transferees of Owner shall have all of the same rights, benefits and obligations of Owner as used in this Development Agreement and the term "Owner" as used in this Development Agreement shall refer to any such successors, assigns and transferees unless expressly provided herein to the contrary. Section 31. NO CONFLICTING ENACTMENTS. By entering into this Development Agreement and relying thereupon, Owner is obtaining vested rights to proceed with the Project in accordance with the terms and conditions of this Development Agreement, and in accordance with, and to the extent of, the Development Approvals. By entering into this Development Agreement and relying thereupon, City is securing certain public benefits which enhance the public health, safety and general welfare. City therefore agrees that except as provided in Section 25, neither the City Council nor any other agency of City shall enact a rule, regulation, ordinance or other measure which relates to the rate, timing or sequencing of the Development or construction of all or any part of the Project and which is inconsistent or in conflict with this Development Agreement. Section 32. GENERAL. 32.1 Force Majeure. The Term of this Development Agreement and the time within which Owner shall be required to perform any act under this Development Agreement shall be extended by a period of time equal to the number of days during which performance of such act is delayed unavoidably by strikes, lock -outs, Acts of God, epidemics and pandemics, including COVID 19-induced restrictions, failure or inability to secure materials or labor by reason of priority or similar regulations or order of any governmental or regulatory body, initiative or referenda, moratoria, enemy action, civil disturbances, fire, unavoidable casualties, or any other cause beyond the reasonable control of Owner. 32.2 Construction of Development Agreement. The language in all parts of this Development Agreement shall in all cases, be construed as a whole and in accordance with its fair meaning. The captions of the paragraphs and subparagraphs of this Development Agreement are for convenience only and shall not be considered or referred to in resolving questions of constructions. This Development Agreement shall be governed by the laws of the State of California. The parties understand and agree that this Development Agreement is not intended to 5194263.1 (09.19.2022) -51- constitute, nor shall be construed to constitute, an impermissible attempt to contract away the legislative and governmental functions of City, and in particular, the City's police powers. In this regard, the parties understand and agree that this Development Agreement shall not be deemed to constitute the surrender or abnegation of the City's governmental powers over the Property. s 32.3 Severability. If any provision of this Development Agreement shall be adjudged to be invalid, void or unenforceable, such provision shall in no way affect, impair or invalidate any other provision hereof, unless such judgment affects a material part of this Development Agreement, the parties agree that they would have entered into the remaining portions of this Development Agreement not adjudged to be invalid, void or illegal. In the event that all or any portion of this Development Agreement is found to be unenforceable, this Development Agreement or that portion which is found to be unenforceable shall be deemed to be a statement of intention by the parties; and the parties further agree that in such event they shall take all steps necessary to comply with such public hearings and/or notice requirements as may be necessary in order to make valid this Development Agreement or that portion which is found to be unenforceable. Notwithstanding any other provisions of this Development Agreement, in the event that any material provision of this Development Agreement is found to be unenforceable, void or voidable, Owner or City may terminate this Development Agreement in accordance with the provisions of the Development Agreement Statute and the Procedures Resolution. 32.4 Cumulative Remedies. In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to enforce any covenant or agreement herein, or to enjoin any threatened or attempted violation, including suits for declaratory relief, specific performance (subject to the provisions of Section 28.2) and relief in the nature of mandamus. All of the remedies described above shall be cumulative and not exclusive of one another, and the exercise of any one or more of the remedies shall not constitute a waiver or election with respect to any other available remedy. 32.5 Hold Harmless Agreement. Owner and City mutually agree to, and shall hold each other, each other's elective and appointive councils, boards, commissions, officers, partners, agents, representatives and employees harmless from any liability for damage or claims for damage for personal injury, including death, and from claims for property damage which may arise from the activities of the other's or the other's contractors', subcontractors', agents', or employees' which relate to the Project whether such activities be by Owner or City, or by any of the Owner's or the City's contractors, subcontractors, or by any one or more persons indirectly employed by, or acting as agent for Owner any of the Owner's or the City's contractors or subcontractors. Owner and City agree to and shall defend the other and the other's elective and appointive councils, boards, commissioners, officers, partners, agents, representatives and employees from any suits or actions at law or in equity for damage caused or alleged to have been caused by reason of the aforementioned activities which relate to the Project. 32.6 Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Development Agreement and/or the Development Approvals ("Third Party Challenge"), the parties agree to cooperate fully with each other in defending said action and the validity of each provision of this Development Agreement, however, Owner shall be liable for all 5194263.1 (09.19.2022) -52- legal expenses and costs incurred in defending any such action. Owner shall be entitled to choose legal counsel to defend against any such legal action and shall pay any attorneys' fees awarded against City or Owner, or both, resulting from any such legal action. Owner shall be entitled to any award of attorneys' fees arising out of any such legal action. 32.7 Continued Processing. The filing of any Third Party Challenge shall not delay or stop the development, processing or construction of the Project or approval of any Development Approvals, unless the third party obtains a court order preventing the activity. City shall not stipulate to or cooperate in the issuance of any such order without the prior written consent of Owner. In the event of a court order issued as a result of a successful Third Party Challenge, City shall, to the extent permitted by such court order and Applicable Law, in good faith seek to comply with the court order in such a manner as will maintain the integrity of the Development Approvals and avoid or minimize to the greatest extent possible (i) any impact to the development of the Project as provided for in, and contemplated by, the Development Approvals, the Existing Land Use Regulations and this Development Agreement, or (ii) any conflict with the Development Approvals, the Existing Land Use Regulations and this Development Agreement, or frustration of the intent or purpose of the Development Approvals, the Existing Land Use Regulations and this Development Agreement. 32.8 Tolling of Agreement and Project Approvals. Any Third Party Challenge filed attacking City's approval of this Development Agreement or any Development Approval, shall toll the expiration date of this Development Agreement and all Development Approvals for the length beginning with the day the litigation is filed until such time as the Third Party Challenge is finally resolved. 32.9 Public Agency Coordination. City and Owner shall cooperate and use their respective best efforts in coordinating the implementation of the Development Approvals with other public agencies, if any, having jurisdiction over the Property or the Project. 32.10 Initiative Measures. Both City and Owner intend that this Development Agreement is a legally binding contract which will supersede any initiative, measure, moratorium, referendum, statute, ordinance or other limitation (whether relating to the rate, timing or sequencing of the Development or construction of all or any part of the Project and whether enacted by initiative or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other entitlements to use approved, issued or granted within the City, or portions of the City, and which Agreement shall apply to the Project to the extent such initiative, measure, moratorium, referendum, statute, ordinance or other limitation is inconsistent or in conflict with this Development Agreement. Should an initiative, measure, moratorium, referendum, statute, ordinance, or other limitation be enacted by the citizens of City which would preclude construction of all or any part of the Project, and to the extent such initiative, measure, moratorium, referendum, statute, ordinance or other limitation be determined by a court of competent jurisdiction to invalidate or prevail over all or any part of this Development Agreement, Owner shall have no recourse against City pursuant to the Development Agreement, but shall retain all other rights, claims and causes of action under this Development Agreement not so invalidated and any and all other rights, claims and causes of action as law or in equity which Owner may have independent of this Development Agreement with respect to the Project. 5194263.1 (09.19.2022) -53- r The foregoing shall not be deemed to limit Owner's right to appeal any such determination that such initiative, measure, referendum, statute, ordinance or other limitation invalidates or prevails over all or any part of this Development Agreement. City agrees to cooperate with Owner in all reasonable manners in order to keep this Development Agreement in full force and effect, provided Owner shall reimburse City for its out-of-pocket expenses incurred directly in connection with such cooperation and City shall not be obligated to institute a lawsuit or other court proceedings in this connection. 32.11 Attorneys' Fees. In the event of any dispute between the parties involving the covenants or conditions contained in this Development Agreement, the prevailing party shall be entitled to recover reasonable expenses, attorney's fees and costs. 32.12 No Waiver. No delay or omission by either party in exercising any right or power accruing upon non-compliance or failure to perform by the other party under any of the provisions of this Development Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party of any of the covenants or conditions to be performed by the other party shall not be construed as a waiver of any succeeding breach of non- performance of the same or other covenants and conditions hereof. 32.13 Authority to Execute. The person executing this Development Agreement on behalf of Owner warrants and represents that he/she has the authority to execute this Development Agreement on behalf of his/her partnership and represents that he/she has the authority to bind Owner to the performance of Owner's obligations hereunder. 32.14 Notice. 32.14.1 To Owner. Any notice required or permitted to be given by City to Owner under or pursuant to this Development Agreement shall be deemed sufficiently given if in writing and delivered personally to an officer of Owner or mailed with postage thereon fully prepaid, registered or certified mail, return receipt requested, addressed; to Owner as follows: William Foltz President/COO of ocVIBE 2101 East Coast Highway, 3rd Floor Corona del Mar, CA 92625 With copies to: John C. Condas, Esq. Allen Matkins Leck Gamble Mallory & Natsis LLP 2010 Main Street, Eighth Fl. Irvine, CA 92614 Bernard Schneider 2101 East Coast Highway, 3rd Fl. Corona del Mar, CA 92625 5194263.1 (09.19.2022) -54- or such changed address as Owner shall designate in writing to City. 32.14.2 To City. Any notice required or permitted to be given to City under or pursuant to this Development Agreement shall be made and given in writing, if by mail addressed to: City Council City of Anaheim c/o City Clerk P.O. Box 3222 Anaheim, California 92803 With copies to: City Manager City of Anaheim P.O. Box 3222 Anaheim, California 92803 City Attorney City of Anaheim P.O. Box 3222 Anaheim, California 92803 or such changed address as City shall designate in writing to Owner. Alternatively, notices to City may also be personally delivered to the City Clerk, at the Anaheim Civic Center, 200 S. Anaheim Blvd., Anaheim, California, together with copies marked for the City Manager and the City Attorney or, if so addressed and mailed, with postage thereon fully prepaid, registered or certified mail, return receipt requested, to the City Council in care of the City Clerk at the above address with copies likewise so mailed to the City Managerand the City Attorney, respectively and also in care of the City Clerk at the same address. The provisions of this Section shall be deemed permissive only and shall not detract from the validity of any notice given in a manner which would be legally effective in the absence of this Section. 32.15 Captions. The captions of the paragraphs and subparagraphs of this Development Agreement are for convenience and reference only and shall in no way define, explain, modify, construe, limit, amplify or aid in the interpretation, construction or meaning of any of the provisions of this Development Agreement. 32.16 Consent. Any consent required by the parties in carrying out the terms of this Development Agreement shall not unreasonably be withheld. 32.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable to the other to the extent contemplated hereunder in the performance of all obligations under this Development Agreement and the satisfaction of the conditions of this Development Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record 5194263.1 (09.19.2022) -55- such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Development Agreement to carry out the intent and to fulfill the provisions of this Development Agreement or to evidence or consummate the transactions contemplated by this Development Agreement. ! 32.18 Subsequent Amendment to AuthorizingStatute. tatute. This Development Agreement has been entered into in reliance upon the provisions of the Development Agreement Statute in effect as of the Development Agreement Date. Accordingly, subject to Section 25.1 above, to the extent that subsequent amendments to the Government Code would affect the provisions of this Development Agreement, such amendments shall not be applicable to this Development Agreement unless necessary for this Development Agreement to be enforceable or unless this Development Agreement is modified pursuant to the provisions set forth in this Development Agreement and Government Code Section 65868 as in effect on the Development Agreement Date. 32.19 Governing Law. This Development Agreement, including, without limitation, its existence, validity, construction and operation, and the rights of each of the parties shall be determined in accordance with the laws of the State of California. 32.20 Effect on Title. Owner and City agree that this Development Agreement shall not continue as an encumbrance against any portion of the Property as to which this Development Agreement has terminated. 32.21 Mortgagee Protection. Entering into or a breach of this Development Agreement shall not defeat, render invalid, diminish, or impair the lien of Mortgagees having a mortgage on any portion of the Property made in good faith and for value, unless otherwise required by law. No Mortgagee shall have an obligation or duty under this Development Agreement to perform Owner's obligations, or to guarantee such performance prior to any foreclosure or deed in lieu thereof. 32.22 Notice of Default to Mortgagee, Right of Mortgagee to Cure. If the City Clerk timely receives notice from a Mortgagee requesting a copy of any notice of default given to Owner under the terms of this Development Agreement, City shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Owner. The Mortgagee shall have the right, but not the obligation, for a period up to ninety (90) days after the receipt of such notice from City to cure or remedy, or to commence to cure or remedy the default unless a further extension of time to cure is granted in writing by City. If the default is of a nature which can only be remedied or cured by such Mortgagee upon obtaining possession, such Mortgagee shall seek to obtain possession with diligence and continually through foreclosure, a receiver or otherwise, and shall thereafter remedy or cure the default or non-compliance within thirty (30) days after obtaining possession. If any such default or non-compliance cannot, with diligence, be remedied or cured within such thirty (30) day period, then such Mortgagee shall have such additional time as may be reasonably necessary to remedy or cure such default or non- compliance if such Mortgagee commences cure during such thirty (30) day period, and thereafter diligently pursues and completes such cure. 5194263.1 (09.19.2022) -56- 32.23 Bankruptcy. Notwithstanding the foregoing provisions of Section 32.21, if any Mortgagee is prohibited from commencing or pursues and prosecuting foreclosure or other appropriate proceedings in the nature thereof by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving City, the times specified in this Section for commencing or prosecuting foreclosure or other proceedings shall be extended for the period of the prohibition. 32.24 Disaffirmance. 32.24.1 City agrees that in the event of termination of this Development Agreement by reason of any default by City, or by reason of the disaffirmance hereof by a receiver, liquidator or trustee for Owner or its property, City, if requested by any Mortgagee, shall enter into a new Development Agreement for the Project with the most senior Mortgagee requesting such new agreement, for the remainder of the Term, effective as of the date of such termination, upon the terms, provisions, covenants and agreements as herein contained to the extent and subject to the law then in effect, and subject to the rights, if any, of any parties then in possession of any part of the Property, provided: 32.24.2 The Mortgagee shall make written request upon City for the new Development Agreement for the Project within thirty (30) days after the date of termination; 32.24.3 The Mortgagee shall pay to City at the time of the execution and delivery of the new Development Agreement for the Project expenses, including reasonable attorneys' fees, to which City shall have been subjected by reason of Owner's default; and 32.24AThe Mortgagee shall perform and observe all covenants in this Development Agreement intended to be performed by Owner, and shall further remedy any other conditions which Owner under the terminated agreement was obligated to perform under its terms, to the extent the same are curable or may be performed by the Mortgagee. ' 32.24.5Nothing herein contained shall require any Mortgagee to enter into a new agreement pursuant to Section 32.24.1 above, nor to cure any default of Owner referred to above. 32.25 No Third Party Beneficiaries. This Development Agreement and all provisions hereof is made and entered into for the sole protection and benefit of City, Owner and their successors and assigns. No other person shall have right of action based upon any provision in this Development Agreement. 32.26 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties that the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Development Agreement. No partnership, joint venture or other association of any kind is formed by this Development Agreement. The only relationship between City and Owner is that of a government entity regulating the development of private property and the owner of such private property. 5194263.1 (09.19.2022) 1 -57- 32.27 Restrictions. Owner shall place in any agreements to sell or convey any interest in the Property or any portion thereof, provisions making the terms of this Development Agreement binding on any successors in interest of Owner and express provision for Owner or City, acting separately or jointly, to enforce the provisions of this Development Agreement and to recover attorneys' fees and costs for such enforcement. 32.28 Recitals. The recitals in this Development Agreement constitute part of this Development Agreement and each party shall be entitled to rely on the truth and accuracy of each recital as an inducement to enter into this Development Agreement. 32.29 Recordiniz. The City Clerk shall cause a copy of this Development Agreement to be executed by City and recorded in the Official Records of Orange County no later than ten (10) days after City approves this Development Agreement. 32.30 Title Report. City is required to sign this Development Agreement only after Owner has provided City with a satisfactory preliminary title report evidencing and showing Owner's legal and equitable ownership interest in the Property, current within six (6) months, unencumbered except for the exceptions (hereinafter the "Permitted Exceptions") set forth in the preliminary title report for the Property dated May 24, 2007 (the "Preliminary Title Report"). Any instrument of monetary encumbrance such as a deed of trust or a mortgage entered into subsequent to the date of the Preliminary Title Report and prior to the Development Agreement Date, shall contain language expressly subordinating such instruments of monetary encumbrance to the provisions of this Development Agreement. Owner shall present evidence, satisfactory to City, of Owner's legal title to Property, subject only to the Permitted Exceptions and any such subordinated instruments of monetary encumbrance, at the time of recordation of this Development Agreement, or a memorandum thereof. 32.31 Entire Agreement. This Development Agreement constitutes the entire'agreement between the parties with respect to the subject matter of this Development Agreement, and this Development Agreement supersedes all previous negotiations, discussions and agreements between the parties, and no parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms hereof. 32.32 Successors and Assigns. The burdens of the Development Agreement shall be binding upon, and the benefits of the Development Agreement inure to all successors ih interest and assigns of the parties to the Development Agreement. 32.33 Owner's Title of Property. Neither party shall be bound by any provision of this Development Agreement unless and until Owner shall record this Development Agreement or a memorandum thereof, in the office of the County Recorder of the County sufficient to cause this Development Agreement and the obligations contained herein to attach to and encumber Owner's fee title to the Property. 32.34 Exhibits. All exhibits, including attachments thereto, are incorporated in this Development Agreement in their entirety by this reference. 32.35 Dele agation. The City Manager shall have the authority to take ministerial actions to implement and enforce this Agreement on behalf of the City; provided, however, that (i) in no 5194263.1 (09.19.2022) -58- event shall the City Manager (or designee) have the authority, without City Council approval or express delegation of authority, to approve modifications or amendments to this Agreement that substantially change the uses or Development permitted on the site or add to the City's obligations or materially impair or jeopardize its rights hereunder; (ii) in no event shall the City Manager (or designee) have the authority, without City Council approval or express delegation of authority, to approve waivers that materially impair or jeopardize the City's rights hereunder; (iii) the City Manager (or designee) shall have the right, even if he or she has the authority to act hereunder without seeking City Council approval, to seek such approval, and in such event the City shall not be deemed to be in default hereunder; and (iv)any document evidencing the City Manager's (or designee's) exercise of the authority hereunder shall be subject to review and approval as to form by the City Attorney. The delegation of authority set forth in this Section 32.34 is in addition to and does not modify the authority granted to the City Manager to approve Operating Memoranda pursuant to Section 20.6. IN WITNESS WHEREOF, City and Owner have executed this Development Agreement as of the date and year first above written. DATE OF EXECUTION: CITY OF ANAHEIM a municipal corporation "CITY" ATTEST: By: Theresa Bass, City Clerk of Anaheim DATE OF EXECUTION: ANAHEIM REAL ESTATE PARTNERS, LLC IM Printed Name: William Foltz Its: Chief Executive Officer "OWNER" 5194263.1 (09.19.2022) -59- DATE OF EXECUTION: TS ANAHEIM, LLC By: Printed Name: Its: "OWNER" DATE OF EXECUTION: FCD, LLC By: Printed Name: Its: "OWNER" CITY OF ANAHEIM, a municipal corporation By: Mayor Pro Tern APPROVED AS TO FORM: Robert Fabela, City Attorney Dated: 5194263.1 (09.19.2022) -60- EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY EXHIBIT "A" -I- DEPICTION OF DEVELOPMENT AGREEMENT PROPERTY < cma 0 Z-ONNMN-- ,W 11M A FUSCOE 9/8/2022 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY The Land referred to herein below is situated in the City of Anaheim, County of Orange, State of California, and is described as follows: TRACT A: PARCEL A: PARCELS 1, 2 AND 3, AS SHOWN ON LOT LINE ADJUSTMENT PLAT NO. 240, RECORDED DECEMBER 13, 1990 AS INSTRUMENT NO. 90-653417 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. TOGETHER WITH PARCELS 1, 2 AND 3, AS SHOWN ON A MAP FILED IN BOOK 32, PAGE 50 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. TOGETHER WITH PARCELS 1 AND 2, AS SHOWN ON A MAP FILED IN BOOK 75, PAGE 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY CALIFORNIA. TOGETHER WITH THAT PORTION OF LOT 4 OF THE TRAVIS TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 5, PAGE 120 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY CALIFORNIA, LYING EASTERLY OF THE WESTERLY LINE OF THAT CERTAIN PARCEL CONVEYED TO ORANGE COUNTY FLOOD CONTROL DISTRICT IN DEED RECORDED FEBRUARY 06, 1939 IN BOOK 978, PAGE 432, OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN THE SOUTH 50.00 FEET, AS DESCRIBED IN THAT CERTAIN DEED TO THE COUNTY OF ORANGE RECORDED ON DECEMBER 07, 1965 IN BOOK 7764, PAGE 985, OF SAID OFFICIAL RECORDS. EXCEPTING THEREFROM: THOSE PORTIONS OF LOTS 3 AND 4, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP OF THE TRAVIS TRACT FILED IN BOOK 5, PAGE 120 OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF KATELLA AVENUE WITH THE CENTERLINE OF DOUGLASS ROAD AS SHOWN ON PARCEL MAP NO. 98-107 FILED IN BOOK 303, PAGES 45 THROUGH 48, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY; THENCE ALONG SAID CENTERLINE OF KATELLA AVENUE, SOUTH 88°54'16" EAST, 70.94 FEET; THENCE NORTH 00°33'00" EAST, 829.34 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 8902700" EAST, 79.44 FEET; THENCE NORTH 00033'00" EAST, 25,18 FEET; THENCE SOUTH 8902700" EAST, 360.87 FEET; THENCE SOUTH 44016'00" EAST, 16.06 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 40.10 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 41029'44" WEST; THENCE ALONG SAID CURVE NORTHEASTERLY, SOUTHEASTERLY AND SOUTHWESTERLY ALONG SAID CURVE, 121.84 FEET, THROUGH A CENTRAL ANGLE OF 174°04'51"; Exhibit "A" - Page 1 THENCE SOUTH 44055'00" EAST, 12.50 FEET; THENCE SOUTH 00033'00" WEST, 123.22 FEET TO THE SOUTHEASTERLY LINE CITY OF ANAHEIM LOT LINE ADJUSTMENT PLAT NO. 240 RECORDED DECEMBER 13, 1990 AS INSTRUMENT NO. 90-653417 OF OFFICIAL RECORDS IN THE OFFICE OF SAID ORANGE COUNTY; THENCE ALONG SAID SOUTHEASTERLY LINE SOUTH 18002'08" WEST, 147.41 FEET TO THE EASTERLY LINE OF SAID LOT 4 TRAVIS TRACT; THENCE ALONG SAID EASTERLY LINE OF LOT 4 SOUTH 00052'05" WEST, 89.27 FEET TO THE BEGINNING OF A NON - TANGENT CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 88.30 FEET, A RADIAL LINE TO SAID BEGINNING BEARS NORTH 02013'56" WEST; THENCE WESTERLY AND SOUTHWESTERLY ALONG SAID CURVE, 95.99 FEET, THROUGH A CENTRAL ANGLE OF 62017'04"; THENCE SOUTH 25029'00" WEST, 12.47 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 61.30 FEET; THENCE SOUTHWESTERLY AND WESTERLY ALONG SAID CURVE, 69.67 FEET, THROUGH A CENTRAL ANGLE OF 6500700"; THENCE NORTH 89024'00" WEST, 180.95 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 59.50 FEET, THENCE WESTERLY AND NORTHWESTERLY ALONG SAID CURVE, 74.29 FEET THROUGH A CENTRAL ANGLE OF 71132'00"; THENCE NORTH 17052-00" WEST, 17.75 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 58.75 FEET, THENCE NORTHWESTERLY AND WESTERLY ALONG SAID CURVE, 78.85 FEET THROUGH A CENTRAL ANGLE OF 76154'00"; THENCE SOUTH 85014'00" WEST, 4.78 FEET; THENCE NORTH 18007-42" WEST, 16.86 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 26.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS SOUTH 1800742" EAST, THENCE NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY ALONG SAID CURVE, 76.46 FEET THROUGH A CENTRAL ANGLE OF 168030'06" TO THE HEREINABOVE DESCRIBED LINE BEARING NORTH 00033'00" EAST 829.34 FEET; THENCE ALONG SAID LAST LINE NORTH 00033'00" EAST, 342.16 FEET TO THE TRUE POINT OF BEGINNING. PARCEL B: ALL THAT CERTAIN REAL PROPERTY IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING THAT PORTION OF LOT W OF THE VAN DE GRAAFF TRACT, PER MAP RECORDED IN BOOK 4, PAGE 440 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE MOST EASTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO GRACE AMANDA SCARBROUGH, RECORDED NOVEMBER 16, 1984, AS DOCUMENT NO. 84-478088 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, WITH THE SOUTHERLY LINE OF THE SOUTHERN PACIFIC RAILROAD RIGHT-OF-WAY 50.00 FEET WIDE; THENCE, ALONG SAID SOUTHERLY LINE, SOUTH 89°45'13" WEST, 81.18 FEET TO THE NORTHEASTERLY PROLONGATION OF A 5-FOOT HIGH CHAINLINK FENCE; THENCE ALONG SAIL NORTHEASTERLY PROLONGATION AND SAID FENCE AND THE SOUTHWESTERLY PROLONGATION THEREOF SOUTH 18014'18" WEST, 1207.48 FEET TO THE SOUTHERLY LINE OF THE LAND DESCRIBED IN SAID DEED TO SCARBROUGH; THENCE ALONG SAID SOUTHERLY LINE AND SAID EASTERLY LINE SOUTH 89030'25" EAST, 83.11 FEET AND NORTH 18008'09" EAST, 1207.88 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PROPERTY IS ALSO DESCRIBED IN JUDGMENTS AND FINAL ORDER OF CONDEMNATION RECORDED FEBRUARY 20, 1996 AS INSTRUMENT NO. 19960078386 OF OFFICIAL RECORDS. PARCEL C: THAT PORTION OF LOT 4 OF THE TRAVIS TRACT, IN THE CITY OF ANAHEIM, AS SHOWN ON A MAP RECORDED IN BOOK 5, PAGE 120, MISCELLANEOUS RECORDS, OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE CENTER LINE OF DOUGLAS ROAD, 40.00 FEET WIDE, DISTANT ALONG SAID CENTER Exhibit "A" - Page 2 LINE NORTH 00 33' 45" EAST 85.00 FEET FROM THE INTERSECTION OF SAID CENTER LINE WITH THE CENTER LINE OF KATELLA AVENUE, FORMERLY STRUCK AVENUE, AS DESCRIBED IN DEED TO ORANGE COUNTY RECORDED IN BOOK 611, PAGE 11 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, AND SAID DOUGLAS ROAD, AS DESCRIBED IN DEED IN BOOK 682, PAGE 109 OF DEEDS, RECORDS OF SAID ORANGE COUNTY, THENCE, NORTH 89° 26' 15" WEST 40.00 FEET; THENCE, SOUTH 510 07' 19" WEST, 38.32 FEET TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 60.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTER LINE OF KATELLA AVENUE; THENCE ALONG SAID PARALLEL LINE, NORTH 881 53' 52" WEST, 445.00 FEET; THENCE, NORTH 35018' 47" WEST, 75.80 FEET; THENCE, NORTH 010 29' 28" EAST, 479.87 FEET; THENCE, NORTH 141 15' 43" EAST 101.79 FEET; THENCE, SOUTH 880 53' 52" EAST, PARALLEL WITH SAID CENTER LINE OF KATELLA AVENUE, 527.13 FEET TO SAID CENTER LINE OF DOUGLAS ROAD; THENCE, SOUTH 00 33' 45" WEST, ALONG SAID CENTER LINE OF DOUGLAS ROAD, 615.00 FEET TO THE POINT OF BEGINNING. EXCEPT THOSE PORTIONS OF SAID LAND AS GRANTED TO THE COUNTY OF ORANGE, BY DEED RECORDED IN BOOK 9773, PAGE 428, OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF KATELLA AVENUE, FORMERLY STRUCK AVENUE, AS DESCRIBED IN DEED TO ORANGE COUNTY, RECORDED IN BOOK 611, PAGE 11 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, WITH THE CENTER LINE OF DOUGLAS ROAD, AS DESCRIBED IN DEED TO SAID ORANGE COUNTY, RECORDED IN BOOK 682, PAGE 109, OF DEEDS, IN SAID LAST MENTIONED OFFICE; THENCE ALONG SAID CENTER LINE OF DOUGLAS ROAD, NORTH 00 33' 45" EAST 85.00 FEET; THENCE NORTH 890 26' 15" WEST, 40.00 FEET; THENCE SOUTH 510 07' 19" WEST, 38.32 FEET TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 60.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID CENTER LINE OF KATELLA AVENUE; THENCE ALONG SAID PARALLEL LINE NORTH 880 53' 52" WEST, 255.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 880 53' 52" WEST, 190.00 FEET; THENCE NORTH 350 18' 47" WEST, 25.80 FEET; THENCE SOUTH 831 07' 23" EAST, 206.37 FEET TO SAID TRUE POINT OF BEGINNING. AND EXCEPT: BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF KATELLA AVENUE, FORMERLY STRUCK AVENUE, AS DESCRIBED IN DEED TO ORANGE COUNTY, RECORDED IN BOOK 611, PAGE 11 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, WITH THE CENTER LINE OF DOUGLAS ROAD AS DESCRIBED IN DEED TO SAID ORANGE COUNTY RECORDED IN BOOK 682, PAGE 109 OF DEEDS, IN SAID LAST MENTIONED OFFICE; THENCE ALONG SAID CENTER LINE OF DOUGLAS ROAD, NORTH 00 33' 45" EAST, 85.00 FEET; THENCE NORTH 890 26' 15" WEST, 40.00 FEET; THENCE SOUTH 510 07' 19" WEST, 38.32 FEET TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 60.00 FEET; MEASURED AT RIGHT ANGLES, FROM SAID CENTER LINE OF KATELLA AVENUE; THENCE ALONG SAID PARALLEL LINE, NORTH 88° 53' 52" WEST, 445.00 FEET; THENCE NORTH 351 18' 47" WEST, 75.80 FEET; THENCE NORTH 010 29' 28" EAST, 438.31 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 010 29' 28" EAST, 41.56 FEET; THENCE NORTH 140 15' 43" EAST, 101.79 FEET; THENCE SOUTH 880 53' 52" EAST, PARALLEL WITH SAID CENTER LINE OF KATELLA AVENUE, 18.92 FEET; THENCE SOUTH 240 45' 19" WEST, 53.51 FEET; THENCE SOUTH 130 57' 06" WEST, 94.02 FEET TO SAID TRUE POINT OF BEGINNING. TRACT B: BEING PARCEL 1, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP OF PARCEL MAP NO. 98-107 FILED IN BOOK 303, PAGES 45 THROUGH 48, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY. EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 1; Exhibit "A" - Page 3 THENCE ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 1 THROUGH THE FOLLOWING COURSES: THENCE SOUTH 00045'12" WEST, 198.98 FEET; THENCE SOUTH 1304336" WEST, 99.37 FEET; THENCE SOUTH 24012'39" WEST, 201.30 FEET; THENCE SOUTH 34046'46" WEST, 30.38 FEET; THENCE LEAVING SAID SOUTHEASTERLY LINE NORTH 65012'17" WEST, 60.84 FEET; THENCE NORTH 15045'36" EAST, 22.13 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 360.00 FEET; THENCE NORTHERLY AND NORTHWESTERLY ALONG SAID CURVE, 382.85 FEET, THROUGH A CENTRAL ANGLE OF 60055'59", TO THE BEGINNING OF A REVERSE CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 35.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS SOUTH 44049'37" WEST; THENCE NORTHWESTERLY AND NORTHEASTERLY ALONG SAID CURVE, 46.76 FEET, THROUGH A CENTRAL ANGLE OF 76032'30", TO THE BEGINNING OF A REVERSE CURVE, CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 180.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS SOUTH 58037'53" EAST; THENCE NORTHEASTERLY ALONG SAID CURVE, 79.57 FEET, THROUGH A CENTRAL ANGLE OF 25°19'42", TO THE NORTHERLY LINE OF SAID PARCEL 1; THENCE ALONG SAID NORTHERLY LINE OF SAID PARCEL 1 THROUGH THE FOLLOWING COURSES: THENCE SOUTH 89036'46" EAST, 124.52 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 543.14 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, 75.68 FEET, THROUGH A CENTRAL ANGLE OF 07°59'02'; THENCE SOUTH 8103744" EAST, 48.48 FEET TO THE POINT OF BEGINNING. TRACT C: PARCEL A: PARCEL 1 AS SHOWN ON LOT LINE ADJUSTMENT NO. LLA-0000518, AS EVIDENCED BY DOCUMENT RECORDEDJUNE 05, 2002 AS INSTRUMENT NO. 20020470871 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, ALL OF PARCELS 1 AND 2 OF LOT LINE ADJUSTMENT NO. LLA-0000486, RECORDED JULY 16, 2001 AS INSTRUMENT NO. 2001-0476771, OFFICIAL RECORDS OF SAID COUNTY OF ORANGE, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 1 OF LOT LINE ADJUSTMENT NO. LLA-0000486, SAID NORTHWEST CORNER BEING ON THE CENTERLINE OF DOUGLASS ROAD AS SHOWN ON SAID LOT LINE ADJUSTMENT; THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 1, BEING THE CENTERLINE OF SAID DOUGLASS ROAD, SOUTH 00° 33' 34" WEST, 529.23 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 2 OF SAID LOT LINE ADJUSTMENT; THENCE ALONG THE NORTHERLY LINE OF PARCEL 3 OF SAID LOT LINE ADJUSTMENT, SOUTH 89° 26' 26" EAST, 416.74 FEET; THENCE SOUTH 440 26' 26" EAST, 559.81 FEET TO THE SOUTHEASTERLY CORNER OF SAID PARCEL 2 OF SAID LOT Exhibit "A" - Page 4 LINE ADJUSTMENT; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 2 NORTH 180 51' 20" EAST, 1012.75 FEET TO THE NORTHEAST CORNER OF SAID PARCEL 2; THENCE ALONG THE NORTHERLY LINE OF SAID PARCELS 1 AND 2 OF SAID LOT LINE ADJUSTMENT NORTH 890 37' 20" WEST, 637.96 FEET; THENCE SOUTH 890 55' 40" WEST, 24.90 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 3794.75 FEET; THENCE WESTERLY 469.32 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 070 05' 10" FEET TO THE POINT OF BEGINNING, A RADIAL LINE THROUGH SAID POINT OF BEGINNING BEARS NORTH 07° 09' 30" WEST. PARCEL B: PARCEL 3 AS SHOWN ON LOT LINE ADJUSTMENT NO. LLA-0000486, AS EVIDENCED BY DOCUMENT RECORDEDJULY 16, 2001 AS INSTRUMENT NO. 20010476771 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, THAT PORTION OF DOUGLASS ROAD AND THOSE PORTIONS OF PARCELS 1, 4, AND 8 OF PARCEL MAP NO. 97-187, AS PER MAP RECORDED IN PARCEL MAP BOOK 304, PAGES 31 THROUGH 36, INCLUSIVE, RECORDS OF SAID COUNTY OF ORANGE, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL MAP NO. 97-187, SAID NORTHWEST CORNER BEING ON THE CENTERLINE OF DOUGLASS ROAD AS SHOWN ON SAID PARCEL MAP; THENCE ALONG SAID CENTERLINE OF DOUGLASS ROAD SOUTH 00 33' 34" WEST 529.23 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID CENTERLINE OF DOUGLASS ROAD SOUTH 00 33,341, WEST 573.32 TO THE SOUTHWEST CORNER OF SAID PARCEL MAP; THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL MAP SOUTH 880 53' 15" EAST 751.51 FEET TO THE SOUTHEAST CORNER SAID PARCEL MAP; THENCE ALONG THE EASTERLY LINE OF SAID PARCEL MAP NORTH 180 51' 45" EAST 194.57 FEET; THENCE LEAVING SAID EASTERLY LINE NORTH 440 26' 26" WEST 559.81 FEET; THENCE NORTH 890 26' 26" WEST 416.74 FEET TO THE TRUE POINT OF BEGINNING. TRACT D: PARCEL A: PARCEL 1, AS SHOWN ON LOT LINE ADJUSTMENT LLA-0000569, AS EVIDENCED BY DOCUMENT RECORDED JUNE 07, 2004, AS INSTRUMENT NO. 2004000512803 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING PARCEL 2 AS SHOWN ON EXHIBIT "B" ATTACHED TO CERTIFICATE OF COMPLIANCE 2004-00052 RECORDED 06/03/04 AS INSTRUMENT NO. 2004000498885. TOGETHER WITH PARCEL 1 AS SHOWN ON EXHIBIT "B" ATTACHED TO SAID CERTIFICATE OF COMPLIANCE EXCEPTING THERFROM THAT PORTION DESCRIBED AS FOLLOWS; BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 1; THENCE ALONG THE SOUTHERLY BORDER OF SAID PARCEL 1 NORTH 88053'52" WEST 243.37 FEET; THENCE LEAVING SAID SOUTHERLY BOUNDARY NORTH 00000'05" WEST 242.43 FEET; Exhibit "A" - Page 5 THENCE NORTH 90000'00" EAST 69.48 FEET; THENCE NORTH 00014'52" EAST 115.56 FEET; THENCE NORTH 89059'47" EAST 23.32 FEET TO A TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 55.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 40.68 FEET THROUGH A CENTRAL ANGLE OF 42022'34" TO A POINT OF A TANGENT REVERSE CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 95.00 FEET, THE RADIAL BEARING TO SAID POINT OF REVERSE CURVE BEARS NORTH 42122'48" EAST; THENCE SOUTHEASTERLY ALONG SAID REVERSE CURVE 74.62 FEET THROUGH A CENTRAL ANGLE OF 45000'07" TO A TANGENT LINE; THENCE ALONG SAID TANGENT LINE NORTH 87022'41" EAST 47.81' TO THE EASTERLY BOUNDARY OF SAID PARCEL 1; THENCE ALONG SAID EASTERLY BOUNDARY SOUTH 00033'34" WEST 325.78 FEET TO THE POINT OF BEGINNING. PARCEL B: PARCEL 2, AS SHOWN ON LOT LINE ADJUSTMENT LLA-0000569, AS EVIDENCED BY DOCUMENT RECORDED JUNE07, 2004, AS INSTRUMENT NO. 2004000512803 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING A PORTION OF SAID CERTIFICATE OF COMPLIANCE DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 1; THENCE ALONG THE SOUTHERLY BORDER OF SAID PARCEL 1 NORTH 88053'52" WEST 243.37 FEET; THENCE LEAVING SAID SOUTHERLY BOUNDARY NORTH 00000'05" WEST 242.43 FEET; THENCE NORTH 90000'00" EAST 69.48 FEET; THENCE NORTH 00014'52' EAST 115.56 FEET; THENCE NORTH 89059'47" EAST 23.32 FEET TO A TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 55.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 40.68 FEET THROUGH A CENTRAL ANGLE OF 42022'34" TO A POINT OF A TANGENT REVERSE CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 95.00 FEET, THE RADIAL BEARING TO SAID POINT OF REVERSE CURVE BEARS NORTH 42022'48" EAST; THENCE SOUTHEASTERLY ALONG SAID REVERSE CURVE 74.62 FEET THROUGH A CENTRAL ANGLE OF 45000'07" TO A TANGENT LINE; THENCE ALONG SAID TANGENT LINE NORTH 87022'41" EAST 47.81' TO THE EASTERLY BOUNDARY OF SAID PARCEL 1; THENCE ALONG SAID EASTERLY BOUNDARY SOUTH 00033'34" WEST 325.78 FEET TO THE POINT OF BEGINNING. Exhibit "A" - Page 6 TRACT E: PARCEL A: PARCEL 1 OF PARCEL MAP 98-105, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 303, PAGES 34 THROUGH 38 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM A PORTION OF SAID LAND ALL MINERALS, GAS, OIL, PETROLEUM, NAPTHA AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THE ABOVE DESCRIBE STRIP OF LAND, TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR, DEVELOP, PRODUCE, EXTRACT, AND TAKE THE SAME, SUBJECT TO THE EXPRESS LIMITATIONS THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION, AND TAKING OF ANY OF SAID SUBSTANCES SHALL BE CARRIED ON AT LEVELS BELOW THE DEPTH OF 100 FEET FROM THE SURFACE OF THE ABOVE DESCRIBED STRIP OF LAND, BY MEANS OF MINES, WELLS, DERRICKS AND/OR OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND LYING OUTSIDE OF THE ABOVE DESCRIBED STRIP OF LAND, AND SUBJECT FURTHER TO THE EXPRESS LIMITATION THAT THE FOREGOING RESERVATION SHALL IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHT OF ENTRY IN AND UPON THE SURFACE OF THE ABOVE -DESCRIBED STRIP OF LAND, AS MORE PARTICULARLY SET FORTH IN THAT CERTAIN DOCUMENT RECORDED MARCH 28, 1961 IN BOOK 5670, PAGE 113 OF OFFICIAL RECORDS. PARCEL B: PARCEL 1 OF PARCEL MAP 98-106, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 303, PAGES 39 THROUGH 44 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ALL MINERALS, GAS, OIL, PETROLEUM, NAPTHA AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER THE ABOVE DESCRIBE STRIP OF LAND, TOGETHER WITH ALL NECESSARY AND CONVENIENT RIGHTS TO EXPLORE FOR, DEVELOP, PRODUCE, EXTRACT, AND TAKE THE SAME, SUBJECT TO THE EXPRESS LIMITATIONS THAT ANY AND ALL OPERATIONS FOR THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION, AND TAKING OF ANY OF SAID SUBSTANCES SHALL BE CARRIED ON AT LEVELS BELOW THE DEPTH OF 100 FEET FROM THE SURFACE OFTHE ABOVE DESCRIBED STRIP OF LAND, BY MEANS OF MINES, WELLS, DERRICKS AND/OR OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND LYING OUTSIDE OF THE ABOVE DESCRIBED STRIP OF LAND, AND SUBJECT FURTHER TO THE EXPRESS LIMITATION THAT THE FOREGOING RESERVATION SHALL IN NO WAY BE INTERPRETED TO INCLUDE ANY RIGHT OF ENTRY IN AND UPON THE SURFACE OF THE ABOVE -DESCRIBED STRIP OF LAND, AS MORE PARTICULARLY SET FORTH IN THAT CERTAIN DOCUMENT RECORDED MARCH 28, 1961 IN BOOK 5670, PAGE 113 OF OFFICIAL RECORDS. PARCEL C: PARCEL 1 AS SHOWN ON LOT LINE ADJUSTMENT NO. 362 RECORDED NOVEMBER 19, 1996 AS INSTRUMENT NO. 19960582825 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA. EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 1; THENCE NORTH 06128'23" EAST 278.04 FEET ALONG THE WESTERLY BOUNDARY OF SAID LOT 1 ALSO BEING THE EASTERLY LINE OF DOUGLASS ROAD (32.00 FEET HALF WIDTH) AS SHOWN ON SAID LOT LINE ADJUSTMENT; THENCE NORTH 48049'36" EAST 26.41 FEET CONTINUING ALONG SAID BOUNDARY TO A POINT ON THE SOUTHERLY LINE OF KATELLA AVENUE (60.00 FEET HALF WIDTH) AS SHOWN ON SAID LOT LINE ADJUSTMENT; THENCE SOUTH 88154'16" EAST 307.89 FEET CONTINUING ALONG SAID BOUNDARY AND SAID SOUTHERLY LINE TO THE EASTERLY CORNER OF SAID LOT 2, AND THE BEGINNING POINT OF A NON -TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 429.99 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 65032'15" EAST; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 00052'26" A DISTANCE OF 6.56 FEET; THENCE NORTH 88054'16" WEST PARALLEL WITH AND 6.00 FEET SOUTHERLY Exhibit "A" - Page 7 OF SAID SOUTHERLY LINE, A DISTANCE OF 256.65 FEET; THENCE SOUTH 46003'36" WEST, A DISTANCE OF 20.52 FEET TO THE BEGINNING POINT OF A NON -TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 2064.00 FEET; A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 88034'32" EAST; THENCE SOUTHERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 05054'59" A DISTANCE OF 213.13 FEET; THENCE SOUTH 07020'27" WEST 108.60 FEET TO A POINT ON THE SOUTHEASTERLY BOUNDARY OF SAID LOT 2; THENCE SOUTH 46101'34" WEST 97.03 FEET ALONG SAID SOUTHEASTERLY BOUNDARY TO THE MOST SOUTHERLY CORNER OF SAID LOT 2; THENCE NORTH 06028'23" EAST 110.78 FEET ALONG THE WESTERLY BOUNDARY OF SAID LOT 2, ALSO BEING THE EASTERLY LINE OF DOUGLASS ROAD (30.00 FEET HALF WIDTH) AS SHOWN ON SAID LOT LINE ADJUSTMENT; THENCE NORTH 27032'50" EAST 5.56 FEET ALONG LAST SAID BOUNDARY TO THE POINT OF BEGINNING. ALL BEARINGS AND DISTANCES IN THIS DESCRIPTION ARE GRID, BASED ON THE CALIFORNIA COORDINATE SYSTEM (NAD 83), ZONE 6. TO OBTAIN GROUND DISTANCES, DIVIDE THE GRID DISTANCE SHOWN HEREIN BY 0.99998553. SAID PROPERTY BEING DESCRIBED AS PARCEL "A" IN CERTIFICATE OF COMPLIANCE COC2012-00135 RECORDED FEBRUARY 13, 2013 AS INSTRUMENT NO. 2013000091553 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. TRACT F: PARCEL A: PARCEL 2, IN THE CITY OF ANAHEIM, AS SHOWN ON A MAP FILED IN BOOK 106, PAGE(S) 12 AND 13, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL B: AN EASEMENT FOR SANITARY SEWER, AS CREATED IN INSTRUMENT RECORDED IN BOOK 12673, PAGE 623 OF OFFICIAL RECORDS, OVER THAT PORTION OF PARCEL 1, IN THE CITY OF ANAHEIM, AS SHOWN ON THE MAP FILED IN BOOK 106, PAGES 12 AND 13 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL; THENCE NORTH 051 50' 29" EAST 24.00 FEET; THENCE NORTH 840 09' 31" WEST 7.50 FEET; THENCE SOUTH 05' 50' 29" WEST 24.00 FEET; THENCE SOUTH 84' 09' 31" EAST 7.50 FEET TO THE POINT OF BEGINNING. Exhibit "A" - Page 8 EXHIBIT "A-1" LOT B LEGAL DESCRIPTION EXHIBIT "A-1" -I- EXHIBIT "A-1" LOT B LEGAL DESCRIPTION The Land referred to herein below is situated in the City of Anaheim, County of Orange, State of California, and is described as follows: PARCEL 1 OF PARCEL MAP 98-105, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 303, PAGES 34 THROUGH 38 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXHIBIT `B" MASTER SITE PLAN Miscellaneous Case No. 2020-00751 dated August 2022, pages 1 through 326 as on file in the Planning and Building Department, and incorporated in its entirety by reference herein Exhibit B: Master Site Plan ST Fp ". �^.,�� arxAw' S�� PARKING DECK N STIT `� :\ 7����iASS ROy)-�Ml / \j. HOTEL I PARKING DECK B "IVATE DRIVE -C" REST. iKETHALO CONCERT OFFICE HALL URBAN ER � I RE REST. "AGFI. 'nAv R� 15' Wde Bike PARKING DECK -y` Easement /Trail RESF '1 DENTIAI \, OFFICE ) MEADOW 4 Bp.- F b AZA EXISTING SOUTH I / j _. "_ _ --/ " PARK /f HONDACENTER PLAZA l j EXIST \' EXIST ACC WELLNESS ACC i PARK 7 i J1 / V IRARDENS� PARKINGD RESIDENTIAL L DECK EXIST RESF DENTIAL I V RESIDENTIAL RESIDENTIAL y� � ` LEGEND ay la {/( ��•- - ESIDENTIAL 1 ` � i • � r-r� (OSRL' R PI�Yr5t0 STMKNfi -=-- —'-- _ EMPLDVEE `, OVAL CA` P4NR !Ml11 \, PARKING LOT MASTER SITE PLAN BOON— EMPLOVEE� PARKING -z� LOT EXHIBIT `B-1" PHASING PLAN BY PHASE INCLUDING INFRASTRUCTURE AND AFFORDABLE HOUSING EXHIBIT `B-1" -2- Exhibit B-1: Phasing Plan - Overall ST F0.EEWAY �44*7 , U PARKING DECKS 5> F 1 PARKING DECK A �. ` , _ PRIVATE DRIVE C'FWq y ..— ...: r ok ARKETHALU REST. ` �� �� / i i NAP i r OFFICE URBAN HALE PARKING DECK, MCONCERT PA / ■ PARK 57/BALL (CALTRANS) aPU LI) DDUGLA55 '-REST T. Y( R I ESE .\\�� ' 'EWiIY • �.. HOTEL jAiNMEN t DENTIAL OFFICE NORT /EXIST \C MEADOW R IDG� ` lA2 � PARK � ` 1 CENTER PU2A EXIST EXIST I¢P \\ AMPHE 1 1 R ACC EXW. ACC ACC �I THEATER 1 Fr + WELLNESS 'J% ff HOTEL ti� PARK .III EMPLOYEE PARKING RDEN PARKING RF—ENTM, LOT DECK D EXIST ' RESH II NOTE' ACC DENTIAL RIVER ROAD EXTENSION AND BALL ROAD OFF RAMP IN PHASE 11B1 RESIDENTIAL RESIDEN _ `. swrgq II I RESIDENTIAL U \ ` EMPLOYEE `QCICI Q , LEGEND PARKING ff I. PIIA5E 1 \_ LOT-. PHASE 2 L . PHASE 3 L. PHASF ® PHASE 5 Mager Sae Plan Boundary —Z -00-- 1 M RryER � Exhibit B-1: Phasing Plan - Phase 1 5T FtyEF W pY LARKING DECK B Zz PRIVATE DRIVE C' 1 REST. \\ �— NAP, 1 j 1 MARKET NALV CONCERT ,( OFFICE HALT URBAN PARK FXISr ROAD - -- 1 NONDA CENTER V 4% I PARKING DECK D 57/BALL -- (CALTRANS) S�pet WAY PARKING DECK C\� ' + / EXIST g I t y � ACC - E705T. ACC ACC EMPLOYEE \\ y PARKING LOT EXIST %J ACC/ / t // \\mil •/ I � _, _. ____� NOTE: RIVER ROAD EXTENSION AND BALL ROAD OFF RAMP IN PHASE IIBI i' IPVB��V) Pll �� LEGEND � � � Ma9er Site M. BaxMary '� •..� '�q� � •: . • ...,;. 'iS Exhibit 13-1: Phasing Plan - Phase 2 S'I , 0E,4'Y PARKING DECK B U PRIVATE DRIVE'C' REST .�. MARKET HALL/ CO N.A:.._1 j' OFFICE URBAN PARK 1c REST I LEGEND EXISTING PHASE 2 � � � Ma9tt Silc Plan BoaMary ,'�wrq av �4 EMPLOYEE ��PUQ"Ci Q PARKING LOT Rry .. Residential Buildings 1 & 2: 35 units Moderate Income (Mod) JU units Market Rate 568 units Total on Exhibit 13-1: Phasing Plan - Phase 3 � TaEE�y^Y W -AN--W� ENTER I 4FINMEN J 'PPEl) I N\RT , ' RRIWE FIAT I TEL LEGEND EXISTING PHASE 3 ,. qNq RiyFR �' EMPLOYEE PPRKING C RiyER ¢ %A0 Conceptual Affordable Housing Allocation Residential Building 5: 65 units Low Income (LI) 65 units Very Low Income (VLI) 2 units Moderate Income (Mod) 132 units Total Affordable Units Residential Building 3 & 4: 28 units Moderate Income (Mod) M units Market Rate 480 units Total NOTE RIVER ROAD EXTENSION IN PRASE 108; Exhibit 13-1: Phasing Plan - Phase 4 sT I--""i �vAv As PARKING DECK D S�F PARKING DECK PRIVATE DRIVE'C REE�,Ay MARKETHALU REST. CONCERT r N.A.P. OFFICE HALL PARKING DECKC URBAN P _.. PARK a � Z _ 1►,� I ENTER RE RE i ¢ REST - HOTEL i 4AINMEN DENIM / II � OFFICE MEAo�w I j6eo l Nuz ORT 1 EXIST T NONDA \ _ PA 9 lD _ CENTER IAIA V EXIST .� FXISI\� � RES - ACC ow.ACC Acc (THEATER ryy I MOTEL W �� PARK S EMPLOYEE PARKING R •«cRRRgya_ RD- DA,-_ / LOT RNING r RESIDE IPj��T DECK D E RESI- f ACCCC ENTYLL CC11 _ NOTE RESIDENTIAL RESIDENTIA �j RIVER ROAD EXTENSION I IN PRASE 1181 A RESIDENTIAL — W LEGEND Rl�k ap9 Su E IOSTR WAS 4 EMPLOYEE �p�(PUBLIC/ ri56 Q� E MaAcr Snc Plan BounOary \ PARKING w �� Exhibit B-1: Phasing Plan - Phase 5 57 FPiEwF,Y -W I _ PARKNG DECK B RKINGDECKA I C PRNATE DRIVEL S�FRfEWA), REST. 'u MARKET HALU CONCERT \� N.AP. FSC 1 OFFICE URBAN HALL PARKING DEC KC PARK i DDI�GEASS ROAD I ... _. NTER: I RES JJJ 1' INMENT �+� ` DENTIAL ( � v /L\ HOTEL /✓/i \\ OFFICE I �y,�yTF--. ORTH J EJIIST. / (wjT \ .• ME-- flR®GE� IAZA HOFIDA P ZA �'J \• RENTER > EXIST EXIST. AM -- EXIST EST. IR ACC ACC NPMF 1 RIC WELLNESS . HOTEL PARK I !\ PARKIN ENS PARKING I RESIDE DECK o E ENTI I _ �"w�• ACc cc ENTUL RESK)ENTUL ESIDENTIA ,R\\, RESIDENTIAL LEGEND EXISTING - \ PHASE 5 �� EMPLOYEE IIIIIIII IIIIIIII IIIIIIIII M-11 SRI Han Bo d"Y ��'\ PARKING ft -Z-fm-- NOTE' RNER ROAD EXTENSK)N Q IV PHASE I(B) z ~ z RAT& w cW QQ U `` iP(TBLICI N 4 <� EXHIBIT "C" FINAL SITE PLANS FOR PHASE 1 (2020-00004, 2020-00005, 2020-00006 2020-00007 AND 2020-00008) EXHIBIT "C" -I- Exhibit C: Final Site Plans ♦ - PARKING DECK B to ' w u�� w1iYFrw�• 11M La 411V tORff REST. 10 N.A.P. OFFK.E CONMC`LRT PARKING DECKC ♦� URBAN JA ♦ .auP�.un ' REST. ♦ } ♦ ♦ }! �--- Final Site ♦ ♦ ♦ '! Plan No. 2020-00006 ♦ EXIST F ♦ ♦ S i ACC nt.. � FF., A* 9NG S YEE , 40 ♦ a ♦ ♦ �. A6 1 ♦ ♦�, Final Site Plan —� ♦ No. 2020-00008 AREA ♦ ' FSP t (NET AND ACRES) ♦ ♦ ESP 2020-00004 ® 10.23 4* ♦ 1 FSP 2020-00005 M 5.93 FSP 2020-00006 M 1.64 FSP 2020-00007 M - 2.93 ♦ ' FSP 2020-00008 n---�_— zn ♦ . as Told 2950 I I 1 tat = tall M-1 54, Plan Boundary �• U ]DO F00' V-30U MT•Ir D'-1W 27". VA'1 EXHIBIT "D" ARENA SIGNS AND ARENA SPECIAL SIGN DISTRICT EXHIBIT "M -I- EXHIBIT "D": ARENA SPECIAL SIGN DISTRICT AND ARENA SIGNS ' pro I w <_ � • ,� gym„ r f00- �,. .. ., „. .,% x, :.' ^•Mlbw ,..• +w.. : ^+ ".fin n«w.o+r..ax,,, '; OAF sp�� r_M. It, / w i / 4r� ' •. �.. ate^++,,,,, ..,......fi..,.: .. a�.iyv„b'., ' � n • 4 a y Afftff 1 , APBM�OIR ARENA SPEC!AL w w SIGN DISTRICT WR �._ • ! AD Advertising Mgt. _... ,. • ' c ' AD Adverlisiny Sla[ic e Sl SDeclaculsr3 a 2° 4 Existing „dvereisiing Marquee To 8e •„•, ,,,�-_ ,w �y pN.a..i:nr[.srtned Unti'�I Ccveloprt+ent at » d FV . W 4. yy�� fi i ••.w•w•w •BYx/WMI�YOtUR�Iktw]urt EXHIBIT "E" ARTIC SIGNS AND TRANSIT SPECIAL SIGN DISTRICT EXHIBIT "I," -I- EXHIBIT "E": TRANSIT SPECIAL SIGN DISTRICT AND ARTIC SIGNS 4 e y-� W i t s i ARTIC SKINS TRANSIT SPECIAL =N AS Admus,r-g Static DISTRICT -PHASE 2 DISTR`CT 410130 AK Kiask +..,�. 0 Sl Speclwu� m. Ex,st+rg Advernring Marquee To Br i dannc= Manta red Unttll Development of Pro-ect. �+ - s ; ' «m,. ;.""' . -:mow, �. "`.-... •' ^ a- EXHIBIT "F" HONDA CENTER IMPROVEMENTS AND HONDA CENTER EXPANSION EXHIBIT "F' 4- Exhibit F: Honda Center Improvements and Honda Center Expansion a1 fRE"M SlIgEMAY ly r P/N1KW0 DECKCl ��,! i� RESIDENTIAL RESIDENTIAL 1 LEGM ---- I'•���``, l01 Ul Y[ RESIDENTIAL .(tea nw. rP�llC E.PtOYEE, �WS. aV MhwR SAal `-. PARKING ���' LOT T r ' ` MASTER SITE PUN BOUNDARY" HONDA CFNTEfl IMRiOYEMEMs (11 I-NDACENTERE%PANSION Note 1'. Honda Center Improvement List • West Entry Improvements . Balcony Area above West Entry • South Entry Improvements . North Entry Improvements • Loading Area and Truck Storage Improvements • 400 Level Improvements • Concession Area Upgrades (5) • Central Plant Improvement �i •^.-. �9Cl yP C EXHIBIT "G" ARTIC IMPROVEMENTS AND ARTIC EXPANSION EXHIBIT "G" -1- Exhibit G: ARTIC Improvements and ARTIC Expansion "F,,0 _s t� PARKING DECK B ` ,� �` RARgNG OECKA`v`' -- PRIVATE DPIVE `C" ' I N.q.P. MARKET HAW CONCERT PARKING DECK C ` I OFFICE URBAN Hgll. Er._� SSR<Wl{gyLK•! � f -- ___� '.:. _ U1�T�1►gTFS— �a 5>rNAEq•« r K ENTER R REST RESI- HOTEL TNNMENT DENTIA OFFICE ~ � MEADOW 'ORt"PLAZA EXISTING SOUT PARK P HONDACENTER PLAZ , `\. R164F i EXIST EXIST' qq H`� -- ACC \ WELLNESS ACC '4- THEATER S \ PARK MOTEL \-`^ j• EMPLOYEE , S PARKIN ARDE PARKING RESIDENT LOT , 1 DECK D\ EXIST RE51- ACC ENTIA RESIDENTIAL > / \k RESIDENT Hq0 / LEGEND \ �,.., y ADY Vie(\` ✓ l ,:--. RESIDENTIAL • y FM LOVEF I, ' L".bYK JK IWwtL SlgC � �` � PARKING Wli MASTER SITE PLAN BOUNDARY ARTIC IM%iOV£MENTS ARTIC IXRNISIDN .y EXHIBIT "H" CFD IMPROVEMENTS EXHIBIT "H" -I- DOUGLASS RD DRIVEWAY/INTERSECTION IMPROVEMENT 7(a) CFD 08-1 T,si KATELLA AVE J IMPROVEMENT 1(c) CFD 08-1 RIVER ROAD IMPROVEMENTS - REPLACEMENT IMPROVEMENTS FOR 7(b) AND 7(c) CFD 08-1 LEGEND ® mvo�wwiowia�n a mva®msnowa�w EXHIBIT "I" MINOR LAND EXCHANGES EXHIBIT "I" -I- EXHIBIT I: MINOR LAND EXCHANGE -IF pZ; HOTEL rill, A.R.T1C 17,420 S.F. SgNT \ q qNq RI�F� THE CITY TO RETAIN FEE OF A 3-D AIRSPACE OF THE EXISTING SUBTERRANEAN LOADING DOCK THAT EXTENDS BEYOND THE ARENA FOOTPRINT. ME CITY OF ANAHEIM OWNED FEE AREAS TO ocV!BE ocV!BE OWNED FEE AREA TO THE CITY OF ANAHEIM WIN FUSCOE � A 0 1 � 1 1 � 1■ Y 16]GS Von Karnwn, S�i1. 100 Irvin1, Calilomia 9i A7 fcl Cl9.d]1.1960 s b�9d91]d.5315 .w...f-- DOUGLASS ROAD (PUBLIC) W 21,290 S.F. ¢ J W FQ- Y 44,980 S.F. 109,050 S.F. 119,160 S.F. 22,350 S.F. HONDA CENTER I /— 1 700 S.F. w 650 S.F. I� ¢ J w> a 119,160 S.F. � v I R/�FRRO I � Ao'p�e<%J I\ Sq\Nq —z N.T.S. 9/15/2022 EXHIBIT 66 I-1" AIRSPACE RIGHTS ENCROACHMENT LICENSE AREAS EXHIBIT I-1 -1- EXHIBIT'I-l' -AIRSPACE RIGHTS ENCROACHMENT LICENSE AREAS 1ty'[ERST ATE 57 .::.: = BRIDGES OVER KATELLA AVENUE AND DOUGLASS ROAD @c9lBE ]A FUSCOE ...1.f,f1.. 16)95 Yon. Korman, fulro 100 IM— Celiw.la 926" *1949.414.1%0 • fw 949.414,5315 www.luuoe.nrn EXHIBIT "J" NEW CFD IMPROVEMENTS EXHIBIT "J" -1- EXHIBIT'!' NEW CIED IMPROVEMENTS NOTE: 57/KATELLA IN ADDITION TO PROJECTS SHOWN BELOW, (CALTRANS) CFD ALSO INCLUDES: • IMPACT FEES • INTERNAL PHASING ELECTRICAL DISTRIBUTION DOUGLASS RD LINE EXTENSION DRIVEWAY/INTERSECTION TATE 57 INTERS 57/BALL Ps 8 (CALTRANS) ryy � 1 C C 22 C —13 EMT. HONDA CENTER EXIST. ACC K FREEWA y KATELLA AVE w,l RIVER ROAD a"a I I i IMPROVEMENTS .0 BALL RD/ RIVER ROAD INTERSECTION IMPROVEMENTS LEGEND Eo PROPOSED 1-ME- RIVER ROAD IMPROVEMENTS N.T.S. 11111M Will FUSCOE EXHIBIT "K" MAINTENANCE STANDARDS FOR SPRING -UP MAINTENANCE DISTRICT EXHIBIT "K" -1- Exhibit K Maintenance Standards for Spring -Up Maintenance District RECITALS: A. On . ?022. the City Council of the City of Anaheim ("City") adopted Ordinance No, approving that certain Development Agreement No. 2020-00004. dated , 2022 and recorded in the Official Records of Orange County California (the "Official Records") on 2022 as Instrument No. (the "Development Agreement). Pursuant to Section 11.4 of the Development Agreement Owner, as "Declarant", has agreed to take all actions necessary to create a Spring -Up Maintenance District in specified circumstances to provide for fulfill the obligations set forth in Section 11.4. B. In connection with approval of the Development Agreement and entitlements for Declarant's proposed multi -phased, mixed use project, which includes the development of Wellness Park, an approximately 4.7-acre private park to be constructed and maintained in perpetuity by Declarant, Meadow Park, a minimum 4.0-acre public park to be designed by Declarant and City, and constructed. operated, and managed by Declarant and maintained by Declarant during the period of Private Maintenance, and a landscaped area adjacent to the Santa Ana River Bike Trail between the proposed River Road and Santa Ana River ("Bike Trail Landscape") to be constructed and maintained during the period of Private Maintenance as that term is described in the Development Agreement ("Project"), the City required this Declaration of Covenants imposing maintenance standards and obligations on Declarant. D. After the completion of construction of Wellness Park, Meadow Park and Bike Trail Landscape referenced herein (collectively "Parks"). the Declarant shall be responsible, at its sole cost and expense, for the ongoing maintenance and repair of Wellness Park in perpetuity and Meadow Park and the Bike Trail Landscape during the period of Private Maintenance, in accordance with the terms of the Development Agreement and this Declaration. E. At formation of the Spring -Up Maintenance District and for the time period set forth in Section 11.4, the Spring -Up Maintenance District shall satisfy the maintenance, repair and replacement obligations set forth below. Maintenance Covenants. a. Maintenance Areas. The Spring -Up Maintenance District shall maintain the two (2) Parks which will be known as (1) "Wellness Park" and (2) "Meadow. Park" both described in Exhibit "A" and depicted in Exhibit "B", attached hereto and incorporated herein, and (3) the Bike Trail Landscape as depicted in Exhibit C. and all improvements related to the Parks thereon, including but not limited to: (i) lighting and signage; (ii) landscaping, both hardscape and softscape; (iii) bathroom facilities; (iv) seating and tables; (v) playground equipment; (vi) fencing; (vii) structures; (viii) water lines, recycled water facilities, and subsurface and above -ground irrigation systems; (ix) retaining walls, pavers, and walkways; (x) associated parking areas for the Parks; (xi) recreational and common amenities; (xii) architectural elements identifying the Park; (xiii) artificial turf; (xiv) electrical and communications equipment serving the park, (xv) event spaces, and (xvi) any other facilities, features, or improvements on or to the Parks as may be shown on Exhibit `B" (collectively, "Improvements"). b. Maintenance Activities. The Parks and Improvements shall be maintained and operated in a good, clean, and sanitary condition. As part of Spring -Up Maintenance District's obligation to maintain the Parks in a good, clean, and sanitary condition, the Spring -Up Maintenance District shall maintain all Improvements in working order and shall perform all tasks necessary to maintain that condition, including but not limited to the following: (i) regular removal of debris, trash, waste, and graffiti; (d) repair broken and/or missing pavers, hardscape, retaining walls, sidewalks, and walkways; (iii) regular weeding, planting, mowing, trimming, edging, replacement of mulch, and repair, replacement, and restoration of any other landscaping features as needed; (iv) repair and replacement of any water lines, recycled water facilities, and subsurface and above -ground irrigation systems that malfunction or are damaged during any excavations; (v) repair and replacement of lighting, electrical and telecommunications facilities as needed; (vi) regular cleaning and repainting of signage; (vii) regular cleaning of bathroom facilities; (viii) regular painting and upkeep of structures, facilities, amenities, and parking areas; (ix) removal and clean-up associated with camp sites; (x) repair and replacement of outdated playground and other recreational equipment; (xi) removal of graffiti, and (xii) any other tasks necessary to maintain the Parks and Improvements consistent with the Anaheim Municipal Code, Anaheim Park Department Maintenance Policies, the Meadow Park Joint Use and Operations Plan and industry standards for maintenance of park and recreation facilities among comparable, similarly -situated municipal parks located in the County of Orange. C. Maintenance Personnel. To accomplish the maintenance obligations, the Spring -Up Maintenance District shall either staff or contract with and hire licensed and qualified personnel to perform the maintenance obligations, including but not limited to the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Declaration. d. Maintenance Schedules and Standards. The Spring -Up Maintenance District shall perform the maintenance of the Parks and Improvements contemplated herein in accordance with the Maintenance Schedule and Standards outlined in Section 2 below. e. Sole Cost and Expense. The Spring -Up Maintenance District shall, at the Spring -Up Maintenance District's sole cost and expense, perform, or cause to be performed, all work, maintenance, repairs and replacements required by this Declaration. f. Compliance with Applicable Standards and Law. All work, maintenance, repairs and replacements required by this Declaration shall be performed in accordance with City's standards and procedures, including but not limited to any right- of-way construction permits, if applicable, and subject to compliance with all applicable federal, state and local statutes and regulations. 2. Park Maintenance Schedule and Standards. The Spring -Up Maintenance District and its maintenance staff, contractors or subcontractors shall comply with the following standards as to the Park (collectively, the 'Park Maintenance Schedule and Standards"): a. Maintenance in accordance with As -Built Plans. The Parks and Improvements shall be maintained in conformance and in compliance with the approved final as -built plans. The Parks shall be maintained in good condition and in accordance with reasonable maintenance standards, which comply with the industry standards for comparable, similarly -situated municipal parks located in the County of Orange. b. Landscape Maintenance. 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 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. Regular maintenance of landscaping shall take place at least weekly. More intensive maintenance of landscaping (such as pruning, aerating, and fertilizing activities, etc.) shall take place at least as often as completed for comparable, similarly -situated municipal parks located in the County of Orange, but no less frequently than once per quarter. C. Clean -Up Maintenance. 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; and removal of uncontained litter from the ground and trash from trash and waste containers provided for that purpose. Uncontained litter and trash within containers shall be picked up and removed on at least a daily basis. Unless otherwise specified, other clean-up maintenance mentioned above shall take place at least weekly. d. Cleaning of Bathroom Facilities. Sweeping, scrubbing, and disinfecting of bathroom facilities, including toilets, sinks, walls, and floors and removal of bathroom trash shall take place at least daily. e. Graffiti Removal. Cleaning and removing of graffiti, including re- painting if necessary, shall take place at least weekly. f. Camp Site Removal and Cleanup. The Spring -Up Maintenance District shall implement procedures to prevent the establishment of camp sites in the Parks. To the extent that any camp sites are established, the Spring -Up Maintenance District shall remove such camp sites and any associated trash and waste in coordination with the City and in accordance with the City of Anaheim's Policy for Removal of Encampments. g. Painting and Striping. Painting and restriping of painted Improvements shall take place as needed, but no less frequently than once per year. h. Monthly Inspections and As -Needed Maintenance. The Spring -Up Maintenance District shall inspect the Parks and Improvements at least monthly to identify any as -needed maintenance or repairs. This maintenance may include ensuring that all lighting is in working order, identifying any damage to architectural elements or playground and recreational equipment, ensuring that all water lines, recycled water facilities, and subsurface and above -ground irrigation systems are in working order, identifying any cracking, worn or peeling paint. Any necessary repairs identified as part of the Monthly Inspections shall be made as quickly as reasonably feasible and in accordance with Section 3 below. i. Emergency Maintenance. Emergency maintenance shall include any issue related to the Parks and/or Improvements that pose an immediate threat to the health, safety, and welfare of the public. Such emergency maintenance must be completed as soon as practicable, but no later than forty-eight (48) hours after the occurrence leading to the need for such maintenance, except where in the determination of the City, it is not feasible to conduct such emergency maintenance in the aforementioned timeframe. Under such circumstances, the City may specify a reasonable period of time for the Declarant to complete the emergency maintenance. j. Waiver and Recordkeeping. Upon the request of the Spring -Up Maintenance District, the City's Director of Community Services, in her or his sole and absolute discretion, may grant a waiver or deferral of the Park Maintenance Standards (or any portion thereof). The Spring -Up Maintenance District shall keep records of maintenance, repairs, and replacements as are necessary to prove performance of the Park Maintenance Standards. 3. Repair and Replacement Obligations for the Park. In addition to compliance with the Park Maintenance Standards, the Spring -Up Maintenance District shall perform all repairs and replacements to the Parks, at its sole cost and expense, as needed to keep all Improvements in a clean, good, safe, working, and workmanlike condition in accordance with its obligations in the Development Agreement and this Declaration of Covenants. Required repairs and replacements pursuant to this Section 3 include, but are not limited to: (i) replacement of playground at the end of its useful life, but no less frequently than every twenty (20) years; (ii) replacement of restroom fixtures as needed, but no less than every five (5) years; (iii) replacement of tables and seating as needed, but no less than every fifteen (15) years. 4. City's Consent and Acknowledgement; Notice of Deficiency. City agrees to notify the Spting-Up Maintenance District in writing if the condition of the Parks and Improvements does not meet the Park Maintenance Standards and/or the Repair and Replacement nhligations, and to specify the deficiencies and the actions required to he taken by the Spring -Up Maintenance District to cure the deficiencies. Upon notification of any maintenance/repair deficiency, the Spring -Up Maintenance District shall have fifteen (15) calendar days within which to correct, remedy or cure the deficiency, provided that if such deficiency is of a nature that more than fifteen (15) days is reasonably required to correct, remedy orcure the same, then such fifteen (15)-day period shall be extended for such additional reasonable periods of time upon prior written notice to City. Notwithstanding the foregoing, if the written notification states the problem is urgent relating to the public health, safety, and welfare, then the Spring -Up Maintenance District shall have forty-eight (48) hours from receipt of such written notification to correct, remedy or cure such problem. In the event the Spring -Up Maintenance District does not maintain the Parks in the manner set forth herein and in accordance with the Park Maintenance Standards and the Repair and Replacement Obligations, City shall have, in addition to any other rights and remedies hereunder, the right to maintain the Parks, or to contract for the correction of such deficiencies, after written notice to the Spring -Up Maintenance District, and the Spring -Up Maintenance District shall be responsible for the payment of all such reasonable documented out-of-pocket costs actually incurred by City to perform the obligations of the Spring -Up Maintenance District under this Declaration. 5. Satisfaction of Conditions. This Declaratien is intended to satisfy those conditions described in in Sections 1.46. 1.60, 1.72, and 10.2.6 of the Development Agreement, as well as Condition No. in Exhibit "L" of the Development Agreement. 6. Severability. If any clause, sentence or other portion of this Declaration shall become illegal, null or void for any reason, or shall be held by any court of competent jurisdiction to be so, the remaining portion shall remain full force and effect. 7. Covenants Running With the Land. The covenants and restrictions set forth in this Declaration constitute a general scheme for the development, protection and maintenance of the Parks and Improvements. Said covenants and restrictions are for the benefit of the Parks. Such covenants shall be a burden upon, not only the Spring -Up Maintenance District but also its successors and assigns for the Property as defined in the Development Agreement with the exception of the Honda Center, the ART1C, and Meadow Park. 8. Exhibits. All exhibits to this Declaration are incorporated by this reference. 9. City's Enforcement Rights. The City is deemed to be an intended beneficiary of this Declaration, and has the right, but not the obligation, to enforce the provisions of this Declaration by any legal or equitable means (including injunctive relief) against such person or persons in actual possession of the Parks or anyone who directly or through any agent violate(s) the terms hereof. In the event any legal action is instituted by the City to enforce the terms of this Declaration, the prevailing party shall be entitled to reasonable attorneys' fees and all fees, costs, and expenses incurred on any appeal or in collection or enforcement of any judgment. The rights of the City under this Declaration shall not be transferable in any manner to any person other than to a successor municipal corporation whose geographic boundaries include the Parks. 10. Insurance. The Spring -Up Maintenance District agrees to secure and maintain, or cause to be secured and maintained, for the duration of the Maintenance and Repair Obligations for the Parks and Improvements set forth in this Declaration, commercial general liability insurance (written on an occurrence form) in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate and automobile liability insurance in an amount not less than $1,000,000 per occurrence. The Spring -Up Maintenance District agrees to (i) to have the City of Anaheim, its officials, officers, and employees, added, by endorsement, as a named insured on the general liability policy, and (ii) require, by endorsement, that the insurer endeavor to provide the City of Anaheim with thirty (30) days' prior written notice prior to cancellation of the insurance required herein. Prior to the City's acceptance of the Improvements under this Declaration, the Spring -Up Maintenance District shall provide certificate(s) of insurance evidencing the insurance coverage required herein. EXHIBIT "A" GAL DESCRIPTION OF THE PARKS EXHIBIT "B" SITE PLANS OF THE PARKS EXHIBIT "C" DESCRIPTION OF THE BIKE TRAIL LANDSCAPE AREA [Attached on Following Page] 5184619. 1 EXHIBIT "K-1" MAINTENANCE OBLIGATIONS FOR MEADOW PARK, WELLNESS PARK AND LANDSCAPED AREA ADJACENT TO SANTA ANA RIVER BIKE TRAIL EXHIBIT "K-1" -2- Exhibit K-1 Maintenance Obligations for Meadow Park, Wellness Park and Landscaping Adjacent to Santa Ana River Trail RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Anaheim ) 200 S. Anaheim Boulevard, 2nd Floor ) Anaheim. California 92805 ) Attention: City Engineer ) [SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY DECLARATION OF MAINTENANCE COVENANTS THIS DECLARATION OF MAINTENANCE COVENANTS ("Declaration" or "Declaration of Covenants") is made this day of , 2022, by Anaheim Real Estate Partners, LLC ("Declarant") with reference to the following facts: RECITALS: A. On , 2022, the City Council of the City of Anaheim ("City") adopted Ordinance No. approving that certain Development Agreement No. 2020-00004, dated , 2022 and recorded in the Official Records of Orange County California (the "Official Records'") on 2022 as Instrument No. (the "Development Agreement). B. In connection with approval of the Development Agreement and entitlements for Declarant's proposed multi -phased, mixed use project, which includes the development of Wellness Park, an approximately 4.7-acre private park to be constructed and maintained in perpetuity by Declarant, Meadow Park, a minimum 4.0-acre public park to be designed by Declarant and City, and constructed, operated, and managed by Declarant and maintained by Declarant during the period of Private Maintenance, and a landscaped area adjacent to the Santa Ana River Bike Trail between the proposed River Road and Santa Ana River ("Bike Trail Landscape") to be constructed and maintained during the period of Private Maintenance as that term is described in the Development Agreement ("Project"), the City required this Declaration of Covenants imposing maintenance standards and obligations on Declarant. D. After the completion of construction of Wellness Park, Meadow Park and Bike Trail Landscape referenced herein (collectively "Parks"), the Declarant shall be responsible, at its sole cost and expense, for the ongoing maintenance and repair of Wellness Park in perpetuity and Meadow Park and the Bike Trail Landscape during the period of Private Maintenance, in accordance with the terms of the Development Agreement and this Declaration. NOW, THEREFORE, in consideration of the above -referenced facts, Declarant hereby declares as follows: 1. Maintenance Covenants. a. Maintenance Areas. Declarant shall maintain the two (2) Parks which will be known as (1) "Wellness Park" and (2) "Meadow Park" both described in Exhibit "A" and depicted in Exhibit "B", attached hereto and incorporated herein, and (3) the Bike Trail Landscape as depicted in Exhibit C, and all improvements related to the Parks thereon, including but not limited to: (i) lighting and signage; (ii) landscaping, both hardscape and softscape; (iii) bathroom facilities; (iv) seating and tables; (v) playground equipment; (vi) fencing; (vii) structures; (viii) water lines, recycled water facilities, and subsurface and above -ground irrigation systems; (ix) retaining walls, pavers, and walkways; (x) associated parking areas for the Parks; (xi) recreational and common amenities; (xii) architectural elements identifying the Park; (xiii) artificial turf; (xiv) electrical and communications equipment serving the park, (xv) event spaces, and (xvi) any other facilities, features, or improvements on or to the Parks as may be shown on Exhibit `B" (collectively, "Improvements"). b. Maintenance Activities. The Parks and Improvements shall be maintained and operated in a good, clean, and sanitary condition. As part of Declarant's obligation to maintain the Parks in a good, clean, and sanitary condition, Declarant shall maintain all Improvements in working order and shall perform all tasks necessary to maintain that condition, including but not limited to the following: (i) regular removal of debris, trash, waste, and graffiti; (ii) repair broken and/or missing pavers, hardscape, retaining walls, sidewalks, and walkways; (iii) regular weeding, planting, mowing, trimming, edging, replacement of mulch, and repair, replacement, and restoration of any other landscaping features as needed; (iv) repair and replacement of any water lines, recycled water facilities, and subsurface and above -ground irrigation systems that malfunction or are damaged during any excavations; (v) repair and replacement of lighting, electrical and telecommunications facilities as needed; (vi) regular cleaning and repainting of signage; (vii) regular cleaning of bathroom facilities; (viii) regular painting and upkeep of structures, facilities, amenities, and parking areas; (ix) removal and clean-up associated with camp sites; (x) repair and replacement of outdated playground and other recreational equipment; (xi) removal of graffiti, and (xii) any other tasks necessary to maintain the Parks and Improvements consistent with the Anaheim Municipal Code, Anaheim Park Department Maintenance Policies, the Meadow Park Joint Use and Operations Plan and industry standards for maintenance of park and recreation facilities among comparable, similarly -situated municipal parks located in the County of Orange. C. Maintenance Personnel. To accomplish the maintenance obligations, Declarant shall either staff or contract with and hire licensed and qualified 2 personnel to perform the maintenance obligations, including but not limited to the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Declaration. d. Maintenance Schedules and Standards. Declarant shall perform the maintenance of the Parks and Improvements contemplated herein in accordance with the Maintenance Schedule and Standards outlined in Section 2 below. e. Sole Cost and Expense. Declarant shall, at Declarant's sole cost and expense, perform, or cause to be performed, all work, maintenance, repairs and replacements required by this Declaration. f. Compliance with Applicable Standards and Law. All work, maintenance, repairs and replacements required by this Declaration shall be performed in accordance with City's standards and procedures, including but not limited to any right- of-way construction permits, if applicable, and subject to compliance with all applicable federal, state and local statutes and regulations. 2. Park Maintenance Schedule and Standards. Declarant and its maintenance staff, contractors or subcontractors shall comply with the following standards as to the Park (collectively, the "Park Maintenance Schedule and Standards"): a. Maintenance in accordance with As -Built Plans. The Parks and Improvements shall be maintained in conformance and in compliance with the approved final as -built plans. The Parks shall be maintained in good condition and in accordance with reasonable maintenance standards, which comply with the industry standards for comparable, similarly -situated municipal parks located in the County of Orange. b. Landscape Maintenance. 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 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. Regular maintenance of landscaping shall take place at least weekly. More intensive maintenance of landscaping (such as pruning, aerating, and fertilizing activities, etc.) shall take place at least as often as completed for comparable, similarly -situated municipal parks located in the County of Orange, but no less frequently than once per quarter. C. Clean -Up Maintenance. 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; and removal of uncontained litter from the ground and trash from trash and waste containers provided for that purpose. Uncontained litter and trash within containers shall be picked up and removed on at least a daily basis. Unless otherwise specified, other clean-up maintenance mentioned above shall take place at least weekly. d. Cleaning of Bathroom Facilities. Sweeping, scrubbing, and disinfecting of bathroom facilities, including toilets, sinks, walls, and floors and removal of bathroom trash shall take place at least daily. e. Graffiti Removal. Cleaning and removing of graffiti, including re- painting if necessary, shall take place at least weekly. f. Camp Site Removal and Cleanup. Declarant shall implement procedures to prevent the establishment of camp sites in the Parks. To the extent that any camp sites are established, Declarant shall remove such camp sites and any associated trash and waste in coordination with the City and in accordance with the City of Anaheim's Policy for Removal of Encampments. g. Painting and Striping. Painting and restriping of painted Improvements shall take place as needed, but no less frequently than once per year. h. Monthly Inspections and As -Needed Maintenance. Declarant shall inspect the Parks and Improvements at least monthly to identify any as -needed maintenance or repairs. This maintenance may include ensuring that all lighting is in working order, identifying any damage to architectural elements or playground and recreational equipment, ensuring that all water lines, recycled water facilities, and subsurface and above -ground irrigation systems are in working order, identifying any cracking, worn or peeling paint. Any necessary repairs identified as part of the Monthly Inspections shall be made as quickly as reasonably feasible and in accordance with Section 3 below. i. Emergency Maintenance. Emergency maintenance shall include any issue related to the Parks and/or Improvements that pose an immediate threat to the health, safety, and welfare of the public. Such emergency maintenance must be completed as soon as practicable, but no later than forty-eight (48) hours after the occurrence leading to the need for such maintenance, except where in the determination of the City, it is not feasible to conduct such emergency maintenance in the aforementioned timeframe. Under such circumstances, the City may specify a reasonable period of time for the Declarant to complete the emergency maintenance. j. Waiver and Recordkeeping. Upon the request of Declarant, the City's Director of Community Services, in her or his sole and absolute discretion, may grant a waiver or deferral of the Park Maintenance Standards (or any portion thereof). Declarant shall keep records of maintenance, repairs, and replacements as are necessary to prove performance of the Park Maintenance Standards. 3. Repair and Replacement Obligations for the Park. In addition to compliance with the Park Maintenance Standards, Declarant shall perform all repairs and replacements to the Parks, at its sole cost and expense, as needed to keep all Improvements in a clean, good, safe, working. and workmanlike condition in accordance with its obligations in the Development Agreement and this Declaration of Covenants. Required repairs and replacements pursuant to this Section 3 include. but are not limited to: (i) replacement of playground at the end of its useful life, but no less frequently than every twenty (20) years; (ii) replacement of restroom fixtures as needed. but no less than every five (5) years; (iii) replacement of tables and seating as needed, but no less than every fifteen (15) years. 4. City's Consent and Acknowledgement; Notice of Deficiency. City agrees to notify Declarant in writing if the condition of the Parks and Improvements does not meet the Park Maintenance Standards and/or the Repair and Replacement Obligations, and to specify the deficiencies and the actions required to be taken by Declarant to cure the deficiencies. Upon notification of any maintenance/repair deficiency, Declarant shall have fifteen (15) calendar days within which to correct, remedy or cure the deficiency. provided that if such deficiency is of a nature that more than fifteen (15) days is reasonably required to correct, remedy or cure the same, then such fifteen ( 15)-day period shall be extended for such additional reasonable periods of time upon prior written notice to City. Notwithstanding the foregoing, if the written notification states the problem is urgent relating to the public health, safety, and welfare, then Declarant shall have forty- eight (48) hours from receipt of such written notification to correct, remedy or cure such problem. In the event Declarant does not maintain the Parks in the manner set forth herein and in accordance with the Park Maintenance Standards and the Repair and Replacement Obligations, City shall have, in addition to any other rights and remedies hereunder, the right to maintain the Parks, or to contract for the correction of such deficiencies, after written notice to Declarant, and Declarant shall be responsible for the payment of all such reasonable documented out-of-pocket costs actually incurred by City to perform the obligations of Declarant under this Declaration. 5. Satisfaction of Conditions. This Declaration is intended to satisfy those conditions described in in Sections 1.46. 1.60. 1.72, and 10.2.6 of the Development Agreement, as well as Condition No. in Exhibit "L" of the Development Agreement. 6. Severability. If any clause, sentence or other portion of this Declaration shall become illegal, null or void for any reason, or shall be held by any court of competent jurisdiction to be so, the remaining portion shall remain full force and effect. 7. Covenants Running With the Land. The covenants and restrictions set forth in this Declaration constitute a general scheme for the development, protection and maintenance of the Parks and Improvements. Said covenants and restrictions are for the benefit of the Parks. Such covenants shall be a burden upon, not only the Declarant but also its successors and assigns for the Property as defined in the Development Agreement with the exception of the Honda Center, the ARTIC, and Meadow Park. Declarant shall provide at least ten (10) days' prior written notice to the City of any assignment by Declarant of the obligations contained in this Declaration of Covenants and shall provide a copy of the recorded instrument in the Official Records of such assignment by Declarant. Each covenant and restriction contained in this Declaration is a covenant running with the land or an equitable servitude upon the land, as the case may be, binding upon and inuring to the benefit of each heir, assignee and successor -in -interest of Declarant and City as the owners of all or any portion of the Park, and the term "Declarant," as used herein, shall be deemed to include such heirs, assigns and successors -in -interest. Each deed, lease or conveyance of all or any portion of the Park (but expressly excluding residential apartment, live/work and/or retail space leases), or any interest therein, shall be subject to all the provisions of this Declaration. 8. Exhibits. All exhibits to this Declaration are incorporated by this reference. 9. Construction. This Declaration shall be construed in accordance with the laws of the State of California. The headings used in this Declaration are for convenience only and are not to be used to interpret the meaning of any of the provisions of this Declaration. If any term, provision or condition contained in this Declaration (or the application of any such term, provision or condition) shall to any extent be invalid or unenforceable, the remainder of this Declaration shall be valid and enforceable to the fullest extent permitted by law. In this Declaration, whenever the context requires, the singular number includes the plural and vice versa, and the masculine and neuter gender shall be mutually inclusive. 9. City's Enforcement Rights. The City is deemed to be an intended beneficiary of this Declaration, and has the right, but not the obligation, to enforce the provisions of this Declaration by any legal or equitable means (including injunctive relief) against such person or persons in actual possession of the Parks or anyone who directly or through any agent violate(s) the terms hereof. In the event any legal action is instituted by the City to enforce the terms of this Declaration, the prevailing party shall be entitled to reasonable attorneys' fees and all fees, costs, and expenses incurred on any appeal or in collection or enforcement of any judgment. The rights of the City under this Declaration shall not be transferable in any manner to any person other than to a successor municipal corporation whose geographic boundaries include the Parks. 10. Insurance. Declarant agrees to secure and maintain, or cause to be secured and maintained, for the duration of the Maintenance and Repair Obligations for the Parks and Improvements set forth in this Declaration, commercial general liability insurance (written on an occurrence form) in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate and automobile liability insurance in an amount not less than $1,000,000 per occurrence. Declarant agrees to (i) to have the City of Anaheim, its officials, officers, and employees, added, by endorsement, as a named insured on the general liability policy, and (ii) require, by endorsement, that the insurer endeavor to provide the City of Anaheim with thirty (30) days' prior written notice prior to 2 cancellation of the insurance required herein. Prior to the City's acceptance of the Improvements under this Declaration, Declarant shall provide certificate(s) of insurance evidencing the insurance coverage required herein. 11. Counterparts. This Declaration may be executed and acknowledged in counterparts, each of which shall be an original and all of which when taken together shall constitute one and the same instrument. [Remainder of page intentionally left bank; signatures on the following pages] 7 IN WITNESS WHEREOF, this Declaration has been executed by Declarant of the date first above written. "DECLARANT" Anaheim Real Estate Partners, LLC By: Name: William Foltz Title: Chief Executive Officer CONSENT AND ACKNOWLEDGEMENT The City of Anaheim is organized and existing under the laws of the State of California as a municipal corporation and charter city ("City"). The City expressly acknowledges and consents to the provisions, covenants, conditions and restrictions created by the foregoing DECLARATION OF COVENANTS ("Declaration") and this consent is made on the understanding that the City does not assume any of the obligations of Declarant or any Owner of the Property (as those terms are defined in the Development Agreement), or any portion thereof, or any successors or assigns under the Declaration. The undersigned individual hereby certifies that he or she is duly authorized to sign, acknowledge and deliver this Consent and Acknowledgement. "CITY" CITY OF ANAHEIM, a municipal corporation and charter city Rudy Emami Director of Public Works APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY City Attorney 37343804.2 ACKNOWLEDGEMENT 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 , 202_, before me, a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (SEAL) 37343804.2 10 ACKNOWLEDGEMENT 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 202_, before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (SEAL) 37343804.2 11 EXHIBIT "A" LEGAL DESCRIPTION OF THE PARKS EXHIBIT "B" SITE PLANS OF THE PARKS EXHIBIT "C" LEGAL DESCRIPTION OF THE BIKE TRAIL LANDSCAPE AREA [Attached on Following Page] 5179174. 1 Attachment C to Exhibit K-1: River Road Maintenance Area Area of Maintenance Obligation 9 P r7c Key Legend CA CC, Pr.. AMQflAMWM=CtlWW Attachnwd C lo Exhl* K-1: River Road Malntsnertcs Arse Area of Maintenance Obligabon Qalas ql. -�.rr} o �r EXHIBIT 66K-2" FORM OF COOPERATION AND CONTRIBUTION AGREEMENT FOR ENERGY AND MAINTENANCE OF TRAFFIC SIGNAL AND SAFETY LIGHTING EXHIBIT "K-2" -I- EXHIBIT K-2 Form of Cooperation and Contribution Agreement for Operation and Maintenance of Shared City -Owned Intersections. RECORDING REQUESTED BY: AND WHEN RECORDED MAIL DOCUMENT TO: City of Anaheim 200 South Anaheim Blvd, 2" Floor Anaheim, California 92805 Attention: City Clerk COOPERATION AND CONTRIBUTION AGREEMENT FOR OPERATION AND MAINTENANCE OF SHARED CITY -OWNED INTERSECTIONS THIS AGREEMENT, dated for purposes of identification only this day of is made entered into by and among: CITY OF ANAHEIM, a municipal corporation, hereinafter referred to as "CITY," AND ANAHEIM REAL ESTATE PARTNERS, LLC, hereinafter referred to as "DEVELOPER", collectively referred to herein as "Parties." WITNESSETH: WHEREAS, the Parties entered into that certain development agreement dated day of , 2022 ("DEVELOPMENT AGREEMENT") to facilitate the development of a multi -phased, mixed use project in the CITY ("PROJECT"); and WHEREAS, pursuant to Section 7.3.3 of the DEVELOPMENT AGREEMENT, the DEVELOPER agreed to fund a proportionate share of the ongoing operation and maintenance costs for shared (i.e. serve both the PROJECT and CITY) CITY -owned intersections that the CITY operates and that are adjacent to and serve the PROJECT; and EXHIBIT K-2 Form of Cooperation and Contribution Agreement for Operation and Maintenance of Shared City -Owned Intersections. WHEREAS, pursuant to Section 7.3.3 of the DEVELOPMENT AGREEMENT, DEVELOPER also agreed to enter into an agreement memorializing DEVELOPER's obligation to fund the proportionate share of the ongoing operation and maintenance costs referenced above; NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS: SHARED CITY -OWNED INTERSECTIONS The Parties agree that the intersections identified in Exhibit A will serve both the PROJECT and the CITY ("SHARED CITY -OWNED INTERSECTIONS"). DEVELOPER agrees to pay its proportionate share of the "ongoing operation and maintenance costs" as described in Section 2 below for the SHARED CITY -OWNED INTERSECTIONS. 2. OPERATION AND MAINTENANCE COSTS "Ongoing Operation and Maintenance Costs" include the cost of electrical power, recurring costs of maintenance (whether undertaken by CITY OR CITY's maintenance contractor), and costs to repair damage to equipment and/or infrastructure in the event of damage by natural causes or third parties (if CITY is unable to recover costs from any party responsible for the damage). Said costs shall be borne as follows: percent (_%) Ongoing Operation and Maintenance Costs shall be paid by CITY and percent (_%) Ongoing Operation and Maintenance Costs shall be paid by DEVELOPER ("PROPORTIONATE SHARE"). 3. TRAFFIC SIGNAL OPERATION / PHASING: SHARED CITY -OWNED INTERSECTIONS The Parties agree that City will manage the operation of the traffic signals in SHARED CITY - OWNED intersections. CITY will consider Developer's request to adjust / modify phasing in 2 EXHIBIT K-2 Form of Cooperation and Contribution Agreement for Operation and Maintenance of Shared City -Owned Intersections. CITY -OWNED INTERSECTIONS upon request by DEVELOPER and will make reasonable efforts to implement such changes when the City determines it appropriate to do so. This includes both normal operation and those periods when the Event Traffic Management Plan is in place. 4. DEVELOPER OPERATED / MAINTAINED INTERSECTIONS The parties agree that City will also manage the operation of the traffic signals within DEVELOPER OPERATED INTERSECTIONS (e.g., SCW/Douglass). CITY will consider Developer's request to adjust / modify phasing in DEVELOPER -OWNED INTERSECTIONS upon request by DEVELOPER and will make reasonable efforts to implement such changes when the City determines it appropriate to do so. This includes both normal operation and those periods when the Event Traffic Management Plan is in place. 5. PAYMENT OF PROPORTIONATE SHARE DEVELOPER agrees to pay CITY for DEVELOPER'S PROPORTIONATE SHARE of the Ongoing Operation and Maintenance Costs in accordance with the provisions of this Section 3. CITY shall submit invoices to DEVELOPER on December lst and June lst of each year for the preceding six months period. DEVELOPER agrees to pay said invoices within thirty (30) days of receipt of invoice. 6. CONTINUING OBLIGATION DEVELOPER acknowledges that its obligation for the Ongoing Operation and Maintenance Costs shall continue until terminated pursuant to the terms of this AGREEMENT. DEVELOPER hereby agrees that CITY has the right to place a lien on DEVELOPER's property as that property is depicted and described in Exhibit B, attached hereto and incorporated by reference herein ("PROPERTY"), for any Ongoing Operation and Maintenance Costs not reimbursed to the CITY within ninety (90) days of DEVELOPER's receipt of an invoice therefore from CITY. CITY expressly acknowledges that in no event shall the CITY have the right to lien any individual condominium unit within the overall PROJECT if such units are constructed within the Project. EXHIBIT K-2 Form of Cooperation and Contribution Agreement for Operation and Maintenance of Shared City -Owned Intersections. DEVELOPER agrees that the DEVELOPER's payment obligations shall bind the DEVELOPER and the DEVELOPER's successors and assigns of the PROPERTY and said payments shall be an ongoing obligation of the PROPERTY. DEVELOPER hereby agrees this AGREEMENT may be recorded in the office of the Recorder of the County of Orange against DEVELOPER'S PROPERTY. 7. EFFECTIVE DATE Unless a different effective date is provided elsewhere in this AGREEMENT, the effective date of this AGREEMENT shall be the latest date of execution hereinafter set forth below the names of the signators hereto. 8. TERM/TERMINATION This Agreement shall remain in full force and effect unless and until terminated by CITY upon 30 days' prior written notice. 9. NOTICES All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, delivered or sent by electronic transmission, and shall be deemed received upon the earlier of: (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission shall be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: TO DEVELOPER 0 EXHIBIT K-2 Form of Cooperation and Contribution Agreement for Operation and Maintenance of Shared City -Owned Intersections. William Foltz President/COO of ocVIBE 2101 East Coast Highway, 3rd Floor Corona del Mar, CA 92625 With copies to: John C. Condas, Esq. Allen Matkins Leck Gamble Mallory & Natsis LLP 1900 Main Street, Fifth Fl. Irvine, CA 92614 Bernard Schneider 2101 East Coast Highway, 3`d Fl. Corona del Mar, CA 92625 TO CITY City Clerk City of Anaheim 200 S. Anaheim Boulevard, 2nd Floor Anaheim, California 92805 Fax No. (714) 765-4105 With copies to City of Anaheim — Public Works Department 200 S. Anaheim Boulevard, 2nd Floor Anaheim, California 92805 Attention: Director of Public Works Facsimile: (714) 765-5225 10. JURISDICTION In the event of a dispute regarding performance or interpretation of this AGREEMENT, the venue for any action to enforce or interpret this Agreement will lie in the Superior Court of California for Orange County. 11. NO THIRD PARTY BENEFICIARIES This AGREEMENT is entered into by and for CITY and DEVELOPER, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. 5 EXHIBIT K-2 Form of Cooperation and Contribution Agreement for Operation and Maintenance of Shared City -Owned Intersections. 12. SUCCESSORS AND ASSIGNS. This AGREEMENT shall be binding upon all successors and assigns of CITY and DEVELOPER. Except to an affiliate or division of DEVELOPER, DEVELOPER shall not assign its obligations under this AGREEMENT without the prior written consent of CITY (provided, however, that any such assignment to an affiliate or division of DEVELOPER shall be effective without CITY consent only if DEVELOPER provides prior written notice thereof to CITY). Except as provided in the preceding sentence, any purported assignment without such prior written consent shall be void. 13. MORTGAGEE PROTECTION No portion of this AGREEMENT or any amendment or violation thereof shall operate to defeat or render invalid, in whole or in part, the rights of the beneficiary, insurer, guarantor, or holder of any mortgage or deed of trust encumbering any portion of the PROPERTY or PROJECT; provided that, after foreclosure of any such mortgage or deed of trust, the PROPERTY and portion of PROJECT foreclosed on shall remain subject to this AGREEMENT. 14. FORCE MAJEURE Except for the payment of money, neither Party shall be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, acts of third parties, or any law, order, or requirement of any governmental agency or authority. 15. GOVERNING LAW This AGREEMENT shall be governed by the laws of the State of California. 16. ENTIRE AGREEMENT rel EXHIBIT K-2 Form of Cooperation and Contribution Agreement for Operation and Maintenance of Shared City -Owned Intersections. This AGREEMENT and the DEVELOPMENT AGREEMENT constitute the entire understanding and agreement between the Parties and supersedes all previous negotiations and agreements between the Parties pertaining to the subject matter hereof. 17. WAIVER A waiver of a breach of the covenants, conditions, or obligations under this AGREEMENT by either Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions, or obligations of this AGREEMENT. 18. MODIFICATION Alteration, change, or modification of this AGREEMENT shall be in the form of a written amendment, which shall be signed by both Parties. 19. SEVERABILITY If any term or portion of this AGREEMENT is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this AGREEMENT shall continue in full force and effect. 20. AGREEMENT EXECUTION AND AUTHORIZATION Each of the undersigned represents and warrants that they are duly authorized to execute and deliver this AGREEMENT and that such execution is binding upon the entity on whose behalf they are executing this AGREEMENT. [SIGNATURES ON THE NEXT PAGE] EXHIBIT K-2 Form of Cooperation and Contribution Agreement for Operation and Maintenance of Shared City -Owned Intersections. IN WITNESS WHERE OF, the parties hereto have cause this AGREEMENT to be executed on the dates hereinafter respectively set forth. DATE OF EXECUTION: CITY OF ANAHEIM a municipal corporation ATTEST: in City Clerk of Anaheim LM "CITY" DATE OF EXECUTION: ANAHEIM REAL ESTATE PARTNERS, LLC APPROVED AS TO FORM: ROBERT FABELA, CITY ATTORNEY wo Dated: 5184737.1 M. By: Title: Printed Name: "DEVELOPER" EXHIBIT K-2 Form of Cooperation and Contribution Agreement for Operation and Maintenance of Shared City -Owned Intersections. EXHIBIT A "LIST OF SHARED CITY -OWNED INTERSECTIONS" EXHIBIT K-2 Form of Cooperation and Contribution Agreement for Operation and Maintenance of Shared City -Owned Intersections. EXHIBIT B "DEVELOPER'S PROPERTY" 10 EXHIBIT "L" CONDITIONS OF APPROVAL EXHIBIT "L" -1- Conditions of ADDroval NO. CONDITIONS OF APPROVAL RESPONSIBLE DEPARTMENT PRIOR TO APPROVAL OF FINAL SITE PLANS 1 Prior to approval of each Final Site Plan, the property owner/developer shall submit the anticipated construction schedule for each of the remaining project components by development phase; and that an updated schedule shall be submitted to the Planning Department every six (6) months until the project is completed, or as deemed necessary by the Planning Planning and Building Department, Planning Services Division Department. 2 Prior to approval of each Final Site Plan, plans shall show how all on -site service and loading area operations shall be screened from the public rights -of -way to the satisfaction of the Planning Planning and Building Department. Department, Planning Services Division 3 Where adjacent uses are deemed to be shadow sensitive (e.g., Planning and residential, recreational, and pedestrian areas), the property Building owner/developer for future development projects shall Department, demonstrate that the Proposed Project would not preclude shadow sensitive receptors' exposure to natural sunlight for at least 50 percent of duration for the season, for at least 50 percent Planning Services Division of the shade -sensitive area, to the satisfaction of the Planning Director. 4 Prior to approval of the first building permit for any phase or final Fire and Rescue site plan, the following Alternate Means and Methods Department requirements shall be demonstrated on the plans for Parking Deck B & C / FSP2020-00004: 1. Additional standpipes provided throughout at a measurement of 150 feet to each standpipe. Some standpipes were relocated to address the land between the freeway and the parking structure. 2. Portion of wall facing the concert hall shall be a 1 hour rated fire barrier due to 10 foot separation. 3. Fire sprinkler density increase — ordinary hazard 11 5 Prior to approval of the first building permit for any phase or final Fire and Rescue site 121an, the following Alternate Means and Methods Department requirements shall be demonstrated on the plans for Parking Deck D / FSP2020-00005: 1. Fire access road will be extended to a portion of the parking structure to provide additional coverage. - 1 - 2. Additional (exterior) standpipes will be located between the Honda Center and Parking_ Structure D. 3. Additional standpipes will be provided throughout at a measurement of 150 feet to each standpipe. Some standpipes will be relocated in order to provide coverage to the vehicle ramp_ 4. Fire sprinkler density increase — ordinary hazard II 6 Prior to approval of the first buildingpgrmit for any phase or final Fire and Rescue site plan, the following Alternate Means and Methods Department requirements shall be demonstrated on the plans for Market Hall/ Restaurant Row/ Retail/ Club Buildings/ Concert Hall / FSP2020-00005: I. Restaurant row- access to plaza from parking— _levels provide fire suppression in stair/escalator/ elevator enclosure. 2. Restaurant row — additional standpipes or Wharf Hydrants at various levels in the plaza and on the backside between Parking Garage B/C and Market Hall/ Restaurant Row. 3. Market Hall — Back wall will be 2 hour rated with limited openings due to it being 15 feet from Parking: Structure B/C 4. Market Hall/all structures — Upgraded fire sprinkler system at ordinary hazard 2 5. Market Hall- No Graphic, Signage, and Mural, shall be mounted on the east wall that can obstruct and/or be considered combustible. 6. Concert Hall — 1 hour fire rated wall facing Parking structure B/C 7. Concert Hall — additional standpipes (Wharf Hydrants) between Parking structure B/C and Concert Hall 8. Concert Hall -Roof access will be provided from the Paseo fire aerial access road. 9. Concert Hall -Enhanced Fire Riser/Fire Command Center Room. 10. Concert Hall -Fire sprinkler density increase — by one hazard category 11. Concert Hall -Smoke control system shall be provided for the structure 12. Concert Hall- No Graphic, Signage, and Mural, shall be mounted on the east wall that can obstruct and/or be considered combustible. 7 Prior to approval of the first building permit for any phase or final Fire and Rescue Department site plan, the following Alternate Means and Methods -2- requirements shall be demonstrated on the plans for Wellness Park/ACC: 1. Provide additional fire hydrant at Private Drive B for Wellness Park and existing Office buildings. 2. Building_2K — provide additional fire hydrant at the end of hammerhead. 3. Buildings 2K - Fire sprinkler density increase — ordinary hazard II 8 Prior to approval of the first building permit for any12hase or final Fire and Rescue Department site plan, the following Alternate Means and Methods requirements shall be demonstrated on the plans for Residential Buildings: 1. Additional exterior standpipe locations at Buildings 4A, 4C, 4D, 4E, 4F, 4G 2. Building 4A is a conditional approval for a 7 story building. This building might end up being a 22 story building. Water supply and fire access requirements if this building s` be revised to include all high rise building requirements. 3.All residential buildings - Fire sprinkler density increase — ordinary hazard 11 9 Prior to approval of the first building permit for any phase or final Fire and Rescue Department site plan, the following Alternate Means and Methods requirements shall be demonstrated on the plans for Parking Deck A: 1. Additional standpipes will be provided throughout at a measurement of 150 feet to each standpipe. Some standpipes will be relocated in order to provide coverage to the backside of the structure between the freeway and the parking structure. 2. Fire sprinkler density increase — ordinary hazard 11 10 Prior to approval of the first building permit for anyphase or final Fire and Rescue Department site plan, the following Alternate Means and Methods requirements shall be demonstrated on the plans for Meadow Hotel/Amphitheatre/ South Plaza: I. Meadow Hotel — revise fire access road to include hotel entry. This will provide additional hose pull access to non- combustible stair access to the "Porch level" which is the 3rd floor 2. Meadow Hotel — Provide additional standpipes at Porch level. 3. Meadow Hotel — Increase the fire protection/fire rating for the 2 open air exterior stairs leading to the Porch Level. -3- 4. Meadow Hotel- Fire sprinkler density increase — ordinary hazard II: first 3 levels only — podium building with horizontal separation. 5. Amphitheatre will provide Fire sprinkler density increase — ordinary hazard 11 6. Amphitheatre — Incorporate truck loading area as part of the fire access road. Loading area shall be rated at 78,0001b weight capacily. 11 Prior to approval of the first building permit for any phase or final site plan, the following Alternate Means and Methods requirements shall be demonstrated on the plans for Parking Deck B & C / FSP2020-00004: 1. Additional standpipes provided throughout at a measurement of 150 feet to each standpipe. Some standpipes were relocated to address the land between the freeway and the parking structure. 2. Portion of wall facing the concert hall shall be a 1 hour rated fire barrier due to 10 foot separation. 3.Fire sprinkler density increase — ordinary hazard II Fire and Rescue Department II PRIOR TO ISSUANCE OF GRADING PERMITS II 12 Prior to commencement of grading or demolition, the Planning Planning and Director shall verify that all project grading and construction plans Building include specific documentation regarding the requirements of the Department, Migratory Bird Treaty Act (MBTA) (16 United States Code Section Planning Services 703-712) and California Department of Fish and Wildlife Game Division Code 3503. To be in compliance with applicable nesting bird protections, if construction activities occur during the nesting bird season (February through August) prior to the commencement of tree removal, the site shall be surveyed for active nests by a qualified biologist. The purpose of the nesting bird survey is to ensure compliance with applicable aspects of the MBTA, that preconstruction surveys have been completed and the results reviewed by staff, and that the appropriate buffers (if needed) are established in the field with visible fencing. Should nesting birds be found, an exclusionary buffer shall be established by the qualified biologist, based on consideration of the bird species, the stage of nesting, and the nature of the adjacent construction activity. This buffer shall be clearly marked in the field with visible fencing by construction personnel under the guidance of the qualified biologist, and construction or clearing shall not be conducted within this zone until the qualified biologist determines that the young have fledged or the nest is no longer active. -4- 13 Prior to the issuance of any grading permit in which native soil, Planning and as identified by the geotechnical report prepared for the project, Building is disturbed, the property owner/developer or contractor as Department, designee shall provide evidence in the form of an executed Planning Services Agreement to the City of Anaheim Planning and Building Division department that they have retained a qualified Native American tribal monitor to provide third -party monitoring during excavation and grading activities in native sediment and to recover and catalogue tribal resources as necessary. The tribal monitor shall be from or approved by the Gabrieleno Band of Mission Indians — Kizh Nation. The agreement shall include (i) professional qualifications of Native American monitor; (ii) detailed scope of services to be provided including but not limited to pre -construction education, observation, evaluation, protection, salvage, notification, and/or curation requirements, as applicable, with final documentation/report to Public Works Inspector; (iii) contact information; (iv) communication protocols between Contractor and Monitor for scheduling to facilitate timely performance; (v) acknowledgement that if tribal monitor is unavailable or unresponsive based on terms stipulated in the agreement, property owner/developer or contractor as designee may contract with another qualified tribal monitor acceptable to the City. The selection of the qualified professional(s) shall be subject to City acceptance based on generally accepted professional qualifications and certifications, as applicable. The cover sheet of the grading plans shall include a note to identify that that third -party tribal monitoring is required during excavation and grading activities in accordance with City - approved Agreement. Contact information for approved tribal monitor shall be provided by contractor to City inspector at pre - construction meeting. 14 Prepare and submit final grading plan(s) showing the building Public Works, footprints, pad elevations, finished floors, finished grades, Development drainage routes, retaining walls, erosion control, slope easements Services Division and other pertinent information in accordance with Anaheim Municipal Code and the California Building Code, latest edition. 15 Prepare and submit a final drainage study, including supporting Public Works, hydraulic and hydrological data to the City of Anaheim for Development review and approval. The study shall confirm or recommend Services Division changes to the City's adopted Master Drainage Plan by identifying off -site and on -site storm water runoff impacts resulting from build -out of permitted General Plan land uses. In addition, the study shall identify the project's contribution and shall provide locations and sizes of catchments and system connection points and all downstream drainage -mitigating -5- measures including but not limited to offsite storm drains and interim detention facilities. 16 The developer shall execute a Save Harmless Agreement with the Public Works, City of Anaheim for any storm drain connections to a City storm Development drain system. The agreement shall be recorded by the applicant Services Division on the property prior to the issuance of any permits. 17 All required plans and studies shall be prepared by a Registered Public Works, Professional Engineer. Development Services Division 18 The OWNER shall obtain the required coverage under Public Works, California's General Permit for Stormwater Discharges Development associated with Construction Activity by providing a copy of the Services Division Notice of Intent (NOI) submitted to the State Water Resources Control Board and a copy of the subsequent notification of the issuance of a Waste Discharge Identification (WDID) number. 19 Submit the Final Water Quality Management Plan (WQMP) to Public Works, the City for review and approval. The WQMP shall be consistent Development with the requirements of Section 7 and Exhibit 7.I1 of the Orange Services Division County Drainage Area Management Plan (DAMP) for New Development/ Significant Redevelopment projects; identify potential sources of pollutants during the long-term on -going maintenance and use of the proposed project that could affect the quality of the stormwater runoff from the project site; define Source Control, Site Design, and Treatment Control (if applicable) best management practices (BMPs) to control or eliminate the discharge of pollutants into the surface water runoff; and provide a monitoring program to address the long-term implementation of and compliance with the defined BMPs. 20 Submit a Geotechnical Report prepared by a Registered Public Works, Geotechnical Engineer to the Public Works Development Development Services Division for review and approval. The report shall Services Division address any proposed infiltration features of the WQMP. In addition to the condition provided below: 1. Section 3.9 Infiltration Systems: Based on the boring data provided, the lithology varies considerably within the upper 15 to 20 feet across the site. Impeding layers were encountered in some borings but not others and the depth to such impeding layers varies. As such, the lithology appears to consist of occasional lenticular layers of silts and clays within a mostly granular zone. Historical depth to ground water also varies from 10 to 30 feet within the boundaries of the site. Given the general site conditions, infiltration appears to be feasible in portions of the site. However, in the absence of a specific location and BMP type for infiltration, acceptance of preliminary infiltration parameters sm are not feasible. A more detail site investigation and analyses will be required for project design at the time that documents for a grading permit are submitted to the city. Until then, the recommendations for the depth and infiltration rate of BMP's provided in the report are not accepted. 21 The Developer/Owner shall be responsible to obtain all the Public Works, necessary authorization and permits from the appropriate Development agencies including, but not limited to, California Department of Services Division Transportation (CALTRANS), Orange County Flood Control District (OCFCD), and Union Pacific Railroad (UPRR) that are impacted by the grading permit limits and pay all the costs associated with the application requests. Applicant shall submit to the City of Anaheim a copy of the approved permit and/or other form of authorization from the said agencies. 22 The Developer/Owner shall enter into an agreement with the City of Anaheim to preserve the existing public sewer system in Public Works, Douglass Road as public System until such a time that an Development approved rerouting of the public sewer system into the new Services Division proposed sewer system in River Road to divert the flow has been constructed and accepted by the City. 23 The Developer/Owner shall enter into an acceptance agreement with the City for accepting certain amount of storm water flow Public Works, from Cerritos Avenue (Public Street north of Douglass Road) Development onto private street and private facilities due to street design Services Division limitation to meet acceptable street grades and cross flows at the intersection of Cerritos Avenue and Douglass Road. 24 Fire Master Plan shall be submitted to Anaheim Fire Department Fire and Rescue based on the conceptual Fire Master Plan. Department PRIOR TO ISSUANCE OF BUILDING PERMITS 25 Consistent with provisions the Development Agreement, prior to issuance of the first building permit the Master Plan of Arterial Planning and Highways (MPAH) must be amended by the Orange County Building Transportation Authority (OCTA) allowing for abandonment of Department, the portion of Douglass Road between Katella Avenue and Planning Services Cerritos Road shown on Exhibit W-1 in the Development Division Agreement. Public Works, Traffic Engineering 26 Prior to issuance of building permits, the property owner/developer shall document on building plans, to the Planning and satisfaction of the Planning Department, Planning Services Building Division, that all air conditioning facilities and other roof and Department, ground mounted equipment shall be shielded from public view as Planning Services required by The Platinum Triangle Mixed Use Overlay Zone and Division the sound buffered to comply with the City of Anaheim noise -7- ordinances from any adjacent residential or transient -occupied properties. That as part of final building and zoning inspections, compliance shall be verified. Additionally, all exterior appurtenances such as conduits shall be minimized and integrated into the structure; and that any rain gutters, downspouts, and vents shall be finished to match the building materials and/or colors. 27 Prior to issuance of building permits, the property Planning and owner/developer shall document on said plans, to the satisfaction Building of the Planning Department, Planning Services Division, that all Department, plumbing or other similar pipes and fixtures located on building Planning Services exteriors shall be fully screened from view of adjacent public Division rights -of -way and from adjacent properties by architectural devices and/or appropriate building materials. That as part of final building and zoning inspections, compliance shall be verified. 28 Prior to issuance of building permits, the property Planning and owner/developer shall document on said plans, to the satisfaction Building of the Planning Department, Planning Services Division, that all Department, plumbing or other similar pipes and fixtures located on building Planning Services exteriors shall be fully screened from view of adjacent public Division rights -of -way and from adjacent properties by architectural devices and/or appropriate building materials. That as part of final building and zoning inspections, compliance shall be verified. 29 The conceptual location and configuration of all lighting fixtures Planning and including ground -mounted lighting fixtures shall be shown on Building each Final Site Plan. That prior to issuance of building permits, Department, plans submitted for building permits shall document, to the Planning Services satisfaction of the Planning Department, Planning Services and Division Building Divisions, the location and configuration of all lighting fixtures including ground -mounted lighting fixtures utilized to accent buildings and landscape elements, or to illuminate pedestrian areas. All lighting shall be shielded to direct lighting toward the area to be illuminated. That as part of final building and zoning inspections, compliance shall be verified. 30 The conceptual location and configuration of all lighting fixtures Planning and including ground -mounted lighting fixtures shall be shown on Building each Final Site Plan. That prior to issuance of building permits, Department, plans submitted for building permits shall document, to the Planning Services satisfaction of the Planning Department, Planning Services and Division Building Divisions, the location and configuration of all lighting fixtures including ground -mounted lighting fixtures utilized to accent buildings and landscape elements, or to illuminate pedestrian areas. All lighting shall be shielded to direct lighting ME toward the area to be illuminated. That as part of final building and zoning inspections, compliance shall be verified. 31 Prior to approval of each Final Site Plan and prior to issuance of Police Department each building permit, the Anaheim Police Department shall review and approve plans for safety, accessibility, crime prevention, and security provisions during both the construction and operative phases. 32 Prior to issuance of building permits for parking structures, plans Police Department submitted for building permits shall be approved by the Police Department to ensure that safety and security measures are incorporated, including the use of bidirectional antennae to insure performance of public safety radio communications equipment (800 Mhz) in eighty-five percent (85%) of any structure or developed area, or in compliance with public safety radio system coverage requirements in effect at the time of the issuance of building permits. Prior to final building and zoning inspections, installation of required antennae shall be verified. 33 Proposed private improvements that will encroach onto the Public Works, public right of way will require the applicant to enter into an Development Encroachment License Agreement with the City as approved by Services Division the City Engineer and Director of Public Works. 34 The developer/applicant shall be responsible to pay all fees Public Works, associated with obtaining the necessary easements, permits and Development the construction of the required improvements along TTM19153 Services Division limit and beyond the tentative tract limits. 35 Record Final Map No. 19153 pursuant to the Subdivision Map Public Works, Act and in accordance with the City Code. The City Engineer Development may determine that the project is in substantial conformance Services Division with the condition and may, at his own discretion, release the building permit for the Parking Structures and Security Hub prior to the map recordation providing compliance with the State and local laws and that the proposed buildings do not conflict with any existing or proposed property lines. Provide a duplicate photo Mylar of the recorded map to the City Engineer's office. 36 The legal property owner shall irrevocably offer to dedicate to the Public Works, City of Anaheim as an easement for road, public utility and other Development public purposes and meeting all requirements of the Platinum Services Division Triangle Implementation Plan, City Standards, approved Traffic Study, and approved Tentative Tract Map 19153 as described below: l . A 15-foot wide dedication is required along the north side of Katella Avenue from west of Douglass Road to Parkin Deck B Private Drive to achieve the half width ultimate right-of-way of 90 feet 2. A 1-foot wide dedication is required along the north side of Katella Avenue from east of Douglass Road to River Road to achieve the half width ultimate right-of-way of 90 feet 3. A 90-foot dedication is required along the easterly side of the project property adjacent to the Santa Ana River to construct new public street River Rd from Katella Avenue to Cerritos Avenue 4. A variable width of dedication is required along River Road from Cerritos Avenue to Ball Road to achieve the full width ultimate right-of-way of 90 feet. In addition to the right-of-way along the Employee Parking Lot for a right -turn lane, as shown on the approved Master Site Plan and Final Site Plan. 5. Corner cutoff deductions are required at the following intersections: 57 freeway offramp/Parking Deck B Private Drive and Katella Avenue, River Road and Katella Avenue, River Road and Stanley Cup Way, River Road and Cerritos Avenue, and Douglass Road and Stanley Cup Way 6. Corner cutoff is required at the southeast corner of River Road and Ball Road 7. Corner cutoff deductions are required at the main driveway entrances on Stanley Cup Way at Private Drive `A' and River Road at Private Drive `B' 37 The Developer/Owner shall irrevocably offer to dedicate to the Public Works, City of Anaheim a 5-foot wide sidewalk easement behind the Development ultimate right-of-way line along the south side of Katella Services Division Avenue between east of Douglass Road and west of the Pedestrian Bridge for public pedestrian access, as shown on TTM19153 for the purpose of the Pedestrian Bridge landing. 38 The Developer/Owner shall irrevocably offer to dedicate to the Public Works, City of Anaheim public access easements for emergency Development services, solid waste/trash collection, vehicular and pedestrian Services Division for public use along the following interior private streets: Douglass Road/Lots C&D, Stanley Cup Way/Lots C&E, Cerritos Avenue/Lot F, and Private Drive located on Lot 1 between Katella Avenue and Stanley Cup Way, from property line to property line, as shown on the TTM 19153. 39 All Landscape plans shall comply with the City of Anaheim Public Works, adopted Landscape Water Efficiency Guidelines. This ordinance Development complies with the State of California Model Water Efficient Services Division Landscape Ordinance (AV 1881). -10- 40 Provide a pad certification report from the project Soils Public Works, Engineer certifying that the building pad has been compacted in Development accordance with the Anaheim Municipal Code. Services Division 41 The developer shall submit street improvement, landscape, and Public Works, irrigation plans for all work performed in the public right-of-way Development to the Public Works Department for review. The developer shall Services Division submit a cost estimate and post a security (Performance and Labor & Materials Bonds) in an amount approved by the City Engineer and in a form approved by the City Attorney for the construction of all required public improvements within the City street right of way. Street improvements shall be constructed in accordance with the City of Anaheim street improvements standards and requirements, the approved Tentative Tract Map 19153, and as determined by the approved Traffic Study and approved by the City Engineer. Such improvements may include, but not be limited to the following: 1. The developer shall construct new River Road from Katella Avenue to Ball Road including curb & gutter, cycle track, sidewalk, parkway landscaping, and utilities. 2. Street improvements along Katella Avenue shall include raised medians, curb & gutter, sidewalk, parkway landscaping, and utilities. 3. The developer shall construct new Stanley Cup Way from Douglass Road to River Road including the construction of curb & gutter, sidewalk, parkway landscaping, and utilities. 4. The developer shall construct new Cerritos Avenue from Douglass Road to River Road including the construction of curb & gutter, cycle track, sidewalk, parkway landscaping, and utilities. 5. Street improvements along Douglass Road from Cerritos Avenue to Stanley Cup Way shall include the intersection and pork -chop island, curb & gutter, cycle track, sidewalk, parkway landscaping, and utilities. 42 A Right -of -Way Construction Permit shall be obtained from the Public Works, Development Services Division for all work performed in the Development public right-of-way. Services Division 43 That curbs adjacent to the drive aisles shall be painted red to Public Works, prohibit parallel parking in the drive aisles. Red curb locations Traffic Engineering shall be clearly labeled on building plans 44 Prior to the issuance of a building permit, the applicant shall Public Works, record a maintenance agreement against the property, prepared Traffic Engineering by an authorized professional for review and a roval bZ the - 11 - City Engineer, Planning Director, and City Attorney, which will generally provide for the following: • A requirement that residents shall use designated parking area, including garages, only for the parking of vehicles. • A provision that parking garages are subject to inspection by the Association or City of Anaheim staff. • A provision requiring that proposed amendments to the maintenance agreement shall be submitted for review to the City Engineer, Planning and Building Director or designee, and shall be approved by the City Attorney prior to the amendment being valid. • A provision that the City is a third -party beneficiary to the maintenance agreement and has the right, but not the obligation, to enforce any of the provisions of the maintenance agreement relative to common area and utility maintenance, Water Quality Management Plan, and internal parking. 45 That prior to issuance of building permits, plans shall Public Works, specifically indicate that all vehicular ramps and grades conform Traffic Engineering to all applicable Engineering Standards. 46 The Developer/Owner shall submit improvement plans for all Public Works, improvements identified/required in the approved Traffic Study Traffic Engineering for the ocV!be Master Site Plan dated August 2022 in accordance with City standards and specifications. Public and private street improvements shall meet all City standards and requirements including Platinum Triangle Implementation plan and the Traffic Study, unless otherwise approved through a deviation request. 47 Prior to the issuance of building permits, the property Public Works, owner/developer shall pay the fair share to improve the Traffic Engineering intersection of Phoenix Club Drive/Ball Road intersection as identified/required in the approved Traffic Study for the ocV!be Master Site Plan dated August 2022.Owner/developer shall determine/estimate right-of-way cost and construction cost of improvements needed and shall submit to the City for review and approval. Owner/developer then shall pay fair share cost based on the percentage identified in the approved Traffic Study and the estimate approved by the City. 48 Prior to the first final building and zoning inspection, the Public Works, Property Owner/Developer shall enter into an agreement with Traffic Engineering the City of Anaheim for the ongoing operations and maintenance (O& M) of all shared traffic signals, subject to approval by the City Attorne 's office. Traffic Signal -12- Maintenance costs include preventative or extraordinary maintenance, unrecoverable damages and electrical costs. The City of Anaheim will bill for these costs on a regular basis. Said maintenance cost shall be based on private vs. public access legs of the traffic signal and the total signal operations and maintenance (O& M) cost. 49 At building permit submittal for the Market Hall Building: Occupant egress requirements for the Market Hall shall comply Fire and Rescue Department with CBC/CFC requirements. Alternative designs shall be submitted for Request for Modification/Altemative Means & Method review through the building department. 50 Prior to approval of the first building permit for anaphase or final Fire and Rescue site plan, the following Alternate Means and Methods Department requirements shall be demonstrated on the plans for Parking Deck B & C / FSP2020-00004: 1. Additional standpipes provided throughout at a measurement of 150 feet to each standpipe. Some standpipes were relocated to address the land between the freeway and the parking structure. 2. Portion of wall facing the concert hall shall be a 1 hour rated fire barrier due to 10 foot separation. 3. Fire sprinkler density increase — ordinary hazard II 51 Prior to approval of the first buildingpermit for anaphase or final Fire and Rescue site plan, the following Alternate Means and Methods Department requirements shall be demonstrated on the plans for Parking Deck D / FSP2020-00005: 1. Fire access road will be extended to a portion of the parking structure to provide additional coverage. 2. Additional (exterior) standpipes will be located between the Honda Center and Parking Structure D. 3. Additional standpipes will be provided throughout at a measurement of 150 feet to each standpiDe. Some standpipes will be relocated in order to provide coverage to the vehicle ramp- 4. Fire sprinkler density increase — ordinary hazard II 52 Prior to approval of the first building permit for anaphase or final Fire and Rescue site plan, the following Alternate Means and Methods Department requirements shall be demonstrated on the plans for Market Hall/ Restaurant Row/ Retail/ Club Buildings/ Concert Hall / FSP2020-00005: 1. Restaurant row- access to plaza from parking levels — rovide fire suppression in stair/escalator/ elevator enclosure. -13- 2. Restaurant row — additional standpipes or Wharf Hydrants at various levels in the plaza and on the backside between Parking Garage B/C and Market Hall/ Restaurant Row. 3. Market Hall — Back wall will be 2 hour rated with limited openings due to it being; 15 feet from Parking Structure B/C 4. Market Hall/all structures — Upgraded fire sprinkler system at ordinary hazard 2 5. Market Hall- No Graphic, Sig_nage, and Mural, shall be mounted on the east wall that can obstruct and/or be considered combustible. 6. Concert Hall — 1 hour fire rated wall facingParking structure B/C 7. Concert Hall — additional standpipes (Wharf H, d�j between Parking structure B/C and Concert Hall 8. Concert Hall -Roof access will be provided from the Paseo fire aerial access road. 9. Concert Hall -Enhanced Fire Riser/Fire Command Center Room. 10. Concert Hall -Fire sprinkler density increase — b, one hazard categorX 11. Concert Hall -Smoke control system shall be provided for the structure 12. Concert Hall- No Graphic. Signage, and Mural, shall be mounted on the east wall that can obstruct and/or be considered combustible. 53 Prior to approval of the first building permit for any phase or final Fire and Rescue Department site plan, the following Alternate Means and Methods requirements shall be demonstrated on the plans for Wellness Park/ACC: 1. Provide additional fire hydrant at Private Drive B for Wellness Park and existing, Office buildings. 2. Building 2K — provide additional fire hydrant at the end of hammerhead. 3. Buildings 2K - Fire sprinkler density increase — ordinary hazard II 54 Prior to approval of the first building permit for any phase or final Fire and Rescue Department site plan, the following; Alternate Means and Methods requirements shall be demonstrated on the plans for Residential Buildines: 1. Additional exterior standpipe locations at Buildings 4C, 4D, 4E, 4F, 4G 2. Building 4A is a conditional approval for a 7 story building. This building might end up being a 22 sto buildin . -14- Water supply and fire access requirements if this building hall be revised to include all high rise building requirements. 3.All residential buildings - Fire sprinkler density increase — ordinary hazard II 55 Prior to approval of the first building permit for any phase or final Fire and Rescue Department site plan, the following Alternate Means and Methods requirements shall be demonstrated on the plans for Parking Deck A: 1. Additional standpipes will be provided throughout at a measurement of 150 feet to each standpipe. Some standpipes will be relocated in order to provide coverage to the backside of the structure between the freeway and the parking structure. 2. Fire sprinkler density increase — ordinary hazard II 56 Prior to approval of the first building permit for anyphase or final Fire and Rescue Department site plan, the following Alternate Means and Methods requirements shall be demonstrated on the plans for Meadow Hotel/Amphitheatre/ South Plaza: 1. Meadow Hotel — revise fire access road to include hotel entry. This will provide additional hose pull access to non- combustible stair access to the "Porch level" which is the 3rd floor 2. Meadow Hotel — Provide additional standpipes at Porch level. 3. Meadow Hotel — Increase the fire protection/fire rating for the 2 open air exterior stairs leading to the Porch Level. 4. Meadow Hotel- Fire sprinkler density increase — ordinary hazard II: first 3 levels only — podium building with horizontal separation. 5. Amphitheatre will provide Fire sprinkler density increase — ordinary hazard II 6. Amphitheatre — Incorporate truck loading area as part of the fire access road. Loading area shall be rated at 78,OOO1b weight capaci1y. PRIOR TO FINAL BUILDING AND ZONING INSPECTION 57 Provide a certificate, from the project Registered Civil Engineer of Record, certifying that the grading has been completed in accordance with the City approved grading plan and is in full compliance with the Anaheim Municipal Code. Public Works, Development Services Division 58 All public improvements as shown in the approved TTM19153 and approved Traffic Study shall be constructed by the developer, inspected, and accepted by Construction Services prior to final building and zoning inspection. Public Works, Development Services Division -15- 59 All remaining fees/deposits required by Public Works Public Works, Department must be paid in full. Development Services Division 60 Set all Monuments in accordance with the final map and submit Public Works, all centerline ties to Public Works Department. Any monuments Development damaged as a result of construction shall be reset to the Services Division satisfaction of the City Engineer. 61 Record Drawings and As -Built plans shall be submitted for Public Works, review and approval to the Public Works Department. Development Services Division 62 All public improvements identified/required in the approved Public Works, Traffic Study for the ocV!be Master Site Plan dated August 2022 Traffic Engineering shall be constructed by the developer, inspected and accepted by Construction Services prior to final building and zoning inspection. 63 That prior to final building and zoning inspection, fire lanes shall Public Works, be posted with "No Parking Any Time." Said information shall Traffic Engineering be specifically shown on plans submitted for building permits. 64 Prior to final building and zoning inspections, a licensed Planning and landscape architect shall certify to the Planning Department, Building Planning Services Division that all landscaping has been installed Department, in accordance with landscaping plans approved by the City and Planning Services on file with the Building Division of the Planning Department. Division Any deviation from the plant palette shown on the approved landscape plans shall be submitted for review and approval by the Planning Department, Planning Services Division. All irrigation equipment within the setback area shall be fully screened so that the equipment is not visible from the public right-of-way. Prior to final building and zoning inspections for the setback area, additional planting may be required for screening purposes to the satisfaction of the Planning and Building Department, Planning Services Division. GENERAL 65 Prior to any conveyance or sale of any parcel located within the Planning and Property, or portion of the Property, to an unrelated party, the Building property owner shall record unsubordinated covenants, Department, conditions and restrictions (CC&Rs) applicable to the Property in Planning Services a form and content satisfactory to the Planning and Building Division Director, City Engineer and the City Attorney incorporating the requirements and obligations set forth in this Development Agreement, including Exhibit "K-1". 66 All CBC and CFC requirements shall be followed for permit Fire and Rescue issuance. Any fire permits which includes fire sprinklers, fire Department alarm, etc. shall be submitted directly to Anaheim Fire Prevention Department. -16- 67 DAS/BDA system(s) shall be designed as a campus style system. Fire and Rescue Department 68 Permanent, temporary, and phased emergency access roads shall Fire and Rescue be designed and maintained to support an imposed load of 78,000 Department lbs. and surfaced to provide all-weather driving capabilities. 69 All private underground fire lines shall be provided with a Fire and Rescue maintenance covenant stating who will be responsible for Department maintaining the line, private fire hydrants, PIV's, all fire appurtenances. 70 All private underground fire lines shall be provided with a Fire and Rescue maintenance covenant stating who will be responsible for Department maintaining the line. 71 Fire lane signage shall be provided for Paseo Fire Areal EVA Fire and Rescue section of the fire access road. Department 72 Underground Storage Tanks shall conform to Anaheim Fire & Fire and Rescue Rescue's UST Installation and Modification Guidelines (Honda Department Center). 73 Lockable pedestrian and/or vehicular access gates shall be Fire and Rescue equipped with Knox devices as required and approved by Department Anaheim Fire and Rescue Department. 74 FDC locations shall comply with AFD fire access for newly Fire and Rescue constructed residential, commercial, and industrial developments Department specification & re uirements. 75 ARTIC (Anaheim Regional Transportation Intermodal Center's) Fire and Rescue existing fire access road(s) shall remain in place or an alternative Department design shall be submitted for review and approval by the fire code official. 76 Looping of public water mains is required for the project. At a Public Utilities, minimum, a water main loop shall be established along Katella Water Engineering Avenue, River Road, Stanley Cup Way, and Cerritos Ave. 77 Existing water main in Stanley Cup Way, east of Douglass Road, Public Utilities, shall be replaced with a new water main. WateeEngineering 78 The installation of services/meters/backflow prevention devices Public Utilities, will only be allowed for active development phases. Future Water Engineering services/meters/ backflow prevention devices shall be installed in conjunction with subsequent development phases. Stub outs and/or inactive services will not be allowed. 79 The irrigation system for the proposed Meadow Park shall be Public Utilities, served by recycled water. The system shall connect to an existing Water Engineering 4-inch recycled water line (off OCSD's existing Groundwater Replenishment System) currently serving ARTIC's landscaped area. Developer/Owner shall install all required piping, meter, booster pump, and other appurtenances to serve the irrigation system. In addition, the irrigation system shall have a back-up -17- potable water connection in case the recycled water supply is down for maintenance or repair. 80 Applicant shall coordinate proposed water mains with Ball Basin Public Utilities, development such that all proposed water mains are sized to serve Water Engineering both the build -out condition of the project and Ball Basin development. 81 If a single water service connection from Public Water System Public Utilities, via master water meter for domestic or master DCDA for fire Water Engineering service will supply more than one building, the maintenance covenant of a legal association of those properties shall contain provisions defining the perpetual responsibility for the payment of all Utility services provided in accordance with Rule No. 18 of the Water Utility Rates, Rules, and Regulations. 82 The existing 16" water main on Douglas Road ends at SR-57 and Public Utilities, currently is not looped. If the hydraulic analysis for the project Water Engineering shows the existing 16" water main is required to be connected to the public water system on Angels Stadium, the developer/owner shall coordinate with the Angels development the installation of the connection and the water improvements for the project will not be approved without the connection. If the Angels development is delayed or canceled, the owner/developer of OC Vibe shall be responsible for installing the connection. 83 Separate aerial easements shall be provided above water mains at Public Utilities, edestrian walkways on Douglass Road and Katella Ave. Water Engineering 84 The proposed water main crossing the existing railroad track on Public Utilities, River Road shall be installed in a casing pipe per standards and Water Engineering requirements of the railroad track operating entities and the City. In addition, a license agreement will be required with the railroad track operating entities prior to final approval of the water main design plans. The owner/developer shall coordinate with the City and other entities involved and provide documents, drawings, and other required information to assist in execution of the agreement. 85 Any separate UWM permits per COA 438 and additional-COA 1 Public Utilities, must be plan checked and approved together. Staff will allow the Water Engineering seven (7) Phase 1 UWM packages to be plan checked together on the same cycle. Construction of select packages may be deferred (as approved by PUWE staff) so long as interim phases do not create dead ends. All other packages must be constructed concurrently to allow final connection. A single bond may be required for each interim phase of construction of multiple packages. All future phases, including Phase 1(b), will need to meet similar requirements for looping, hydraulic analyses, and review. 86 Prior to approval of UWM permits, hydraulic analyses of each Public Utilities, interim phase (referenced above) of the project is required. The Water Engineering -18- results of the hydraulic analyses may dictate additional modeling or that certain packages that may need to be constructed concurrently. 87 The mainline in the Paseo (currently Douglass Road between Public Utilities, Katella Avenue and Stanley Cup Way), shall become a private Water Engineering line per a separate transfer of ownership agreement. The transfer of ownership must be executed prior to surface improvements over the Paseo or issuance of Phase 1 UWM Permits, whichever comes first. 88 Prior to issuance of UWM Permits, construction phasing during Public Utilities, Phase 1 water improvements need to be described in detail. This Water Engineering shall include details of which facilities will be in operation during construction, shutdown requirements, and conversion of existing public lines to private. 89 The segment of River Road north of Cerritos Avenue is listed as Public Utilities, Phase 1(b), but it is not included in the above referenced UWM Water Engineering plans. This will require reviews in future planning reviews of subsequent project phases. 90 The developer shall distribute the written disclaimer required by Planning and MM 5-3 to all buyers/lessees indicating that they are Building purchasing/leasing property that is within close proximity to Department, Angel Stadium of Anaheim, the City National Grove of Anaheim, Planning Services Honda Center and OC Vibe developments and that the nature of Division these venues includes potentially elevated noise levels (such as late night operations, entertainment events, crowd noise, vehicular traffic noise, fireworks, and amplified sound) during events, and traffic delays during event times. In addition, the developer shall distribute the written disclaimer required by MM 5-4 to buyers/lessees of development facing an at grade crossing of the Orange County Line and/or Union Pacific Railroad indicating that they are purchasing/leasing property that is within close proximity to a railroad and there is a potential for elevated noise levels during freight pass -by and the sounding of train horns. 91 Ticketed events at the Meadow Amphitheater shall not be Planning and allowed during the simultaneous combined event programming Building of Honda Center and Concert Hall, unless otherwise permitted by Department, the City. Planning Services Division 92 For any Day Care Facilities within the project, the loading and Planning and unloading areas, if provided, shall be reviewed and approved by Building the Traffic Engineering Division. Any outdoor play areas need to Department, be identified and reviewed to prevent adverse noise impacts to Planning Services residential uses. Division -19- Public Works, Traffic Engineering Division 93 A detailed operation plan for the Farmers Market including Planning and location and hours of operation shall be submitted prior to Building commencement of the Farmers Market. Department, Planning Services Division 94 The property shall be permanently maintained in an orderly Planning and fashion through the provision of regular landscaping Building maintenance, removal of trash or debris, and removal of graffiti Department, within twenty four (24) hours from time of occurrence. Planning Services Division 95 That fire lanes shall be posted with "No Parking Any Time". Planning and Building Department, Planning Services Division 96 That ongoing during project operation, no required parking Planning and areas shall be fenced or otherwise enclosed for outdoor storage Building uses. Department, Planning Services Division 97 Any Graffiti painted or marked upon the premises or on any Planning and adjacent area under the control of the licensee shall be removed Building or painted over within 24 hours of being applied. Department, Planning Services Division 98 No exterior -mounted air conditioning facilities for individual Planning and hotel rooms or vacation ownership rooms shall be permitted. Building Department, Planning Services Division 99 No required parking area shall be fenced -off or otherwise Planning and enclosed for outdoor storage uses. Building Department, Planning Services Division 100 Adequate lighting of parking lots, driveway, circulation areas, Police Department aisles, passageways, recesses and grounds contiguous to buildings shall be provided with lighting of sufficient wattage to provide adequate illumination to make clearly visible the presence of any person on or about the premises durina the hours -20- of darkness and provide a safe, secure environment for all persons, property, and vehicles on -site. 101 Rear entrance doors shall be numbered in the same address Police Department numbers or suite number of the business. Minimum height of 4 inches is recommended. 102 All truck maneuvers shall be performed on -site. Trucks shall not Public Works, back in from or back up into adjacent streets. Traffic Engineering Division 103 That ongoing during project operations, vehicle deliveries Public Works, including loading and unloading shall be performed on site. Traffic Engineering Delivery vehicles shall not block any part of the public right of Division way. 104 For all future development phases, the Developer/Owner shall Public Works, submit the required entitlement applications and packages, Development including but not limited to, a Tentative Tract Map, Final Site Services Division Plan, and all required Preliminary Technical Studies to the City of Anaheim for review by City Staff and approval by the Planning Commission. 105 Prior to the abandonment of Douglass Road, River Road, Public Works, between Katella Avenue and Ball Road, shall be dedicated to Development the City of Anaheim, constructed, operational, and accepted. Services Division Additionally, Cerritos Avenue and Stanley Cup Way shall be constructed and accepted by the City Engineer. 106 The Developer/Owner shall maintain the parkway landscaping Public Works, improvements on both sides of River Road between Katella Development Avenue and Ball Road including, but not limited to, the Services Division landscaped buffer and Cycle Track along the east side of River Road. 107 Prior to the abandonment of any sewer system, new public Public Works, sewer mains in Stanley Cup Way and River Road shall be Development constructed and operational per the approved Sewer Study and Services Division as approved the City Engineer. The Developer/Owner shall dedicate a public sewer easement for the above -mentioned public sewer mains in Stanley Cup Way and Douglass Road. 108 The public sewer main segments in Stanley Cup Way and Public Works, Douglass Road shall remain public until the new sewer system as Development approved by the Sewer Study has been installed in River Road Services Division and the sewer flow has been rerouted. Upon completion of the new sewer system in River Road, the sewer system in Stanley Cup Way and Douglas Road shall become privately owned and maintained and all associated public easements shall be abandoned. 109 On the Employee Parking Lot (FSP2020-00008) property owned Public Works, by City and ground leased to Owner, Owner acknowledges and Traffic Engineering -21 - agrees that City shall reserve a 15' wide bike trail easement along Planning and the southern boundary of the Employee Lot, as identified in Building Exhibit `B", for the potential future use as a public bike trail Department, ("Bike Trail Easement"). Owner shall be allowed to use the Bike Planning Services Trail Easement for employee parking, unless and until (i) City Division provides written evidence to Owner that a bike trail will be able to connect to an existing bike trail to the west, and (ii) City determines to construct this bike trail. City shall provide written notice to Owner twelve (12) months in advance of such construction of the bike trail, and Owner shall be required to find off -site replacement parking for the area impacted by the Bike Trail Easement, estimated to be 100 spaces. If Owner acquires the Employee Parking Lot property, the parties agree that the Bike Trail Easement shall be recorded against the Employee Lot Property. 110 It is the responsibility of the OWNER to replace, remove, and/or Public Works, relocate any traffic signal poles and equipment at any signalized Traffic Engineering intersection adjacent to the project if necessary at the OWNERS expense. III That approval of the General Plan Amendment, specifically the Public Works, Circulation Element, is contingent upon the Orange County Traffic Engineering Transportation Authority Board of Director's approval of an amendment to the Master Plan of Arterial Highway to remove Douglass Road between Katella Avenue and Cerritos Avenue, remove Cerritos Avenue between Sunkist Avenue and Douglass Road, and add River Road between Katella Avenue and Ball Road. 112 In connection with City approval of the Phase 1 Final Site Plans Public Works, and any subsequent Final Site Plans, Owner shall submit for City Traffic Engineering review and approval, an Event Traffic Management Plan. 113 The property owner/developer shall be responsible for Planning and compliance with and any direct costs associated with the Building monitoring and reporting of all mitigation measures set forth in Department, Mitigation Monitoring Plan (MMP) No. 383 adopted for the Planning Services ocV!BE Project — DEV 2020-00125, established by the City of Division Anaheim as required by Section 21081.6 of the Public Resources Code to ensure implementation of those identified mitigation measures within the timeframes identified in the measure. MMP No. 383 is made a part of these conditions of approval by reference. 114 The Applicant shall defend, indemnify, and hold harmless the Planning and City and its officials, officers, employees and agents (collectively Building referred to individually and collective) as "Indemnitees") from Department, -22- any and all claims, actions or proceedings brought against Planning Services Indemnitees to attack, review, set aside, void, or annul the Division decision of the Indemnitees concerning this permit or any of the proceedings, acts or determinations taken, done, or made prior to the decision, or to determine the reasonableness, legality or validity of any condition attached thereto. The Applicant's indemnification is intended to include, but not be limited to, damages, fees and/or costs awarded against or incurred by Indemnitees and costs of suit, claim or litigation, including without limitation attorneys' fees and other costs, liabilities and expenses incurred by Indemnitees in connection with such proceeding. 115 The applicant is responsible for paying all charges related to the Planning and processing of this discretionary case application within 30 days Building of the issuance of the final invoice or prior to the issuance of Department, building permits for this project, whichever occurs first. Failure Planning Services to pay all charges shall result in delays in the issuance of Division required permits or may result in the revocation of the approval of this application. 116 The subject Property shall be developed substantially in Planning and accordance with plans and specifications submitted to the City Building of Anaheim by the applicant and which plans are on file with Department, the Planning and Building Department, and as conditioned Planning Services herein. Division 117 Prior to approval of street improvement plans for River Road, a Public Works, traffic signal warrant analysis for the intersections of Auto Traffic Engineering Center Drive/Phoenix Club Drive and Sanderson Avenue/Phoenix Club Drive shall be submitted to the Department of Public Works, Traffic Engineering Section for review and approval. Should a traffic signal be warranted at either or both intersections, Owner shall design and construct the traffic signal(s)_to the satisfaction of the City Engineer eer at Owners expense prior to first building and zoning inspection of Phase 1. -23- EXHIBIT "M" MEADOW PARK, JOINT USE, OPERATIONS AND MAINTENANCE PLAN EXHIBIT "M" -1- Exhibit M Meadow Park Joint Use, Operation, and Maintenance Plan by and between Anaheim Real Estate Partners, LLC and the City of Anaheim dated [INSERT EFFECTIVE DATE] TABLE OF CONTENTS RECITALS A. Development Agreement B. Facilities Management Agreements C. Meadow Park D. Amphitheater E. Joint Use Amongst City and Developer F. Developer Operation and Management G. Purpose ARTICLE 1 — DEFINITIONS AND INTERPRETATION 1.1 Definitions 1.2 Interpretation Favors Meadow Park Status as Public Park ARTICLE 2 — JOINT USE OF MEADOW PARK AND AMPHITHEATER 2.1 Developer Use of Meadow Park 2.1(a) 25 Guaranteed Event Days Per Year 2.2 City Use of Amphitheater 2.2(a) Six Guaranteed Event Days Per Year 2.2(b) Additional City Events Based on Availability 2.3 City/Public Use of Meadow Park —Default Use Outside of Developer's 25 Guaranteed Days per year 2.4 Private Event Use (Unaffiliated with Developer Use as described in Section 2.1) 2.4(a) Community Services Director or Designee Approval Required 2.4(b) Developer Management and Scheduling ARTICLE 3 — SCHEDULING OF EVENTS AT MEADOW PARK AND AMPHITHEATER 3.1 Developer Manages Master Calendar 3.1(a) Developer Authority to Schedule Developer's 25 Guaranteed Event Days and City's 6 Guaranteed Event Days (and City overflow event days); 3.1(b) Events Beyond Developer Guaranteed Event Days Require City Approval to Schedule. 3.2 Cooperation in Scheduling 3.3 City Events Priority Ranking 3.3(a) Standards for City Events and Community Groups Events at Amphitheater Priority 3.3(b) Standards for City Events and Community Groups Events at Meadow Park Priority 3.4 Developer Events Priority 3.4(a) Standards for Developer Events at Amphitheater Priority 3.4(b) Standards for Developer Events at Meadow Park Priority 3.5 Meadow Park Private Use Events Priority 3.5(a) Standards for Anaheim Residents and Anaheim Groups Priority 3.5(b) Standards for Outside Residents and Groups Priority 3.6 Coordinating Complementary and Incompatible Events 3.7 Timing 3.6(a) Preparation of Annual Calendar 3.6(b) Confirmation of Dates 3.8 Booking of Unreserved Days at Amphitheater 3.9 Reconciliation of Booking Conflicts 3.8(a) Protocol for Placing Holds 3.8(b) Protocol for Challenges 3.10 Conduct at Amphitheater and Meadow Park Events 3.10(a) Reference AMC Section 13.080.020 in Performer Agreements 3.10(b) "Meet and Confer Process to Prospectively Address Complaints Related to Section 13.08.020 Regarding Conduct at Events ARTICLE 4 - ALLOCATION OF COSTSIREVENUE FOR EVENTS AT AMPHITHEATER AND MEADOW PARK 4.1 Costs for City Events and Community Groups Events at Amphitheater 4.1(a) Subsidized Costs for Events 0-6 4.1(b) At -Cost for Events 6-12 4.1(c) Market Rate for Events 12+ 4.1(d) City and Community Groups Retain Revenue 4.1(e) Developer Provision of Services for City and Community Group Events 4.2 Costs for Developer Events in Meadow Park 4.2(a) Developer Responsible for all City Costs Associated with Developer Events (e.g. police and fire services, etc). 4.2(b) Developer Retains Revenue 4.3 Fees for Private Uses of Meadow Park (consistent w/ City Fee Schedules). 4.4 Developer Receives Revenue from Private Use Events at Meadow Park ARTICLE 5 - CONCESSIONS 5.1 Developer Provision of Concessions for City Events 5.2 City and Community Group Provision of Concessions for City and Community Groups Events 5.3 Food Trucks and Food Vendor Site Plans ARTICLE 6 - EVENT DAY COORDINATION AND CLEAN-UP 6.1 Coordination and Clean-up for City Events at Amphitheater 6.2 Coordination and Clean-up for Developer Events at Meadow Park 6.3 Identifying Meadow Park Perimeter for Developer Events at Park (a) Criteria for Determining Appropriate Perimeter for Event Based on Size, Scope, and Nature of Event. (b) Procedures for Determining and Approving Perimeter for Events 6.4 Identifying Access Areas for Developer Events at Amphitheater 6.5 Temporary Strictures and Event -Supporting Infrastructure Site Plan (e.g. temporary restrooms, mobile stages, food trucks, portable lighting and generators). 6.6 Amplified Sound Standards 6.7 Portable Restroom Standards ARTICLE 7 - MEADOW PARK OPERATIONS GENERAL REGULATIONS 7.1 Developer Management Responsibility 7.1(a) Term of Management 7.2(b) Meadow Park Managed as Public Park 7.2 Appropriate Programming for Park by Facility Type 7.3 Hours of Operation 7.4 Operational Costs 7.5 Emergency Procedures 7.6 Enforcement of Park User Rules 7.7 Enforcement of Fire Regulations 7.8 Enforcement of Traffic/Parking Standards 7.9 Security 7.8(a) Security Standards 7.8(b) Security Plan Requirements 7.8(c) Security Patrols 7.10 Signs, Advertising, and Sponsorship 7.11 Procurement and Contracting Rules 7.12 Event Operations Plans 7.13 Utilities 7.14 Operations Standards 7.15 Remedies for Addressing Inadequacies in Management of Operations 7.16 Operations Budget 7.15(a) Annual Revenue and Expense Reporting 7.15(b) Revenue Controls 7.17 City Inspections/Management Document Audit Rights 7.18 Property Taxes and Possessory Fees 7.19 Permits 7.19(a) Permitting Procedures 7.19(b) Permit Rates 7.10 Hotline for Public to Report Maintenance/Operations Issues ARTICLE 8 - MEADOW PARK MAINTENANCE 8.1 Maintenance Term 8.2 Maintenance Standards 8.3 Maintenance Costs 8.4 Remedies for Addressing Inadequate Maintenance 8.5 Repairs and Replacement 8.5(a) Timeline and Costs for Repairs 8.5(b) Timeline and Costs for Replacement 8.5(c) Remedies for Failure to Repair and Replace 8.6 Procurement and Contracting Rules 8.7 Maintenance Budget 8.7(a) Financial Documentation 8.7(b) Anticipated Maintenance Costs 8.8 Condition of Improvements and Park at End of Term 8.9 City Inspections/Maintenance Document Audit Rights ARTICLE 9 — GENERAL PROVISIONS 9.1 Effective Date, Term, Termination, and Default 9.2 Insurance and Indemnification 9.3 Compliance with Laws 9.4 Governing Law and Venue 9.5 Severability 9.6 Notice 9.7 No Joint Venture 9.8 No Waiver 9.10 Assignment 9.11 Successors and Assigns 9.12 Entire Agreement 9.13 Attorney's Fees 9.14 Counterparts 5177077.3 EXHIBIT "N" TRANSIT DISTRICT SIGNAGE PLAN EXHIBIT "N' -I- EXHIBIT "Nil: TRANSIT DISTRICT SIGNAGE PLAN - IDENTITY ----vow 0 ocWBE Coordinated Sign Program: tdentdy 05 Office Tenant Freestanding PI Parking Entry/Exit B6 Monument Sign P2 Project 16 B7 Ducks Identity •" P3 Parking ID - Tower a BB Honda Center Entrance - �t• P5 Pedestvan Parking Entry 89 Building Stair Wrap P6ParKing Monumnet. Employee�~ y Lot 8t0 amphitheater Digital Dsp`ay a G1 Gateway ID Dimensional f fR1 Roof Sign Al Area ID - Dimensional y T1 Retail Tenant 10 .,; " `•.., "'"aCk A2 Area ID - In Ground T2 Amenity ID - • ' A3 Area ID • Freestarding 7(a) Retaii Tenant Zone A Area ID - Fence Integrated — 81 Building ID B2 Building address 83 Buildng Blade Sign Bd Building Root `oo Sign EXHIBIT 'N' -2- EXHIBIT "N": TRANSIT DISTRICT SIGNAGE PLAN - WAYFINDING 8 /FEB a - 11J low w , Mb� M - Wt �e a u C3 m © .c � 4ow mi� W� .. �' a © _ ... M mom ad • `•. ` ocV!K Comd+nated Sign Program: Wayf,nding ? Vi Freestanding Veh cular Ditectwral ' 0 DI freestanding Directional VS Panted Directional «. . DZ Pole Mounted Directional 03 Wal Mounted Panels sr�"..•. . ' 4• ."'i; , " mow.; '"�affi 04 WO Mounted :)i+ectional -10 13516oskDirectional .• _,ft '' D5D 6tlosk Cireaionat (Dgraq D6 Gverhead Direct anal '`' �" •••������'�*. ^ v D71n Grow d Directional 41 ........ rwwr asrxer rorH.a wnr ect.uu� EXHKUT'W -3- EXHIBIT "O" TRAFFIC CIRCULATION IMPROVEMENTS/SMART INFRASTRUCTURE EXHIBIT "O" -1- EXHIBIT'0' TRAFFIC CIRCULATION IMPROVEMENTS/SMARTINFRASTRUCTURE pWn IM n r vxr pJ9 7 1 II M 1 r PCt LxI•..'r I Note: A smart street system may be used to �.ntegrate energy -efficient lighting, audio, digital signage, as well as digital message boards to support event traffic management. secur . and emergency alerts. Condu.t to support the digital message board signs shall be installed al "Stella Avenue during Phase I construction. The implementalwn of smart infrastructure for public streets will be coordinated, and in consultation, with the City of Anaheim. jLEGE�ND. 7 I PUBtIG STREET PUBLIC ACCESS EASEMENT. PRIVATE STREET & N11VAIk URINES PROPOSED BUILDINGS ,'r�frynY 9 lqm� EXHIBIT "P" DEVELOPMENT IMPACT FEES EXHIBIT " P" -I- EXHIBIT P CITY FEES TO BE PAID BY THE DEVELOPMENT This exhibit describes the fees applicable to the Project and to be paid by the Owner pursuant to this Development Agreement. • The fees listed in this exhibit (including those contained in external links contained herein) are subject to escalation and increases as set forth in their respective enabling statutes, ordinances and resolutions, with such escalation and increases subject to Section 14.1 of this Development Agreement. In addition, some of the City fees are based on the actual cost of services provided, which such cost of services are updated from time -to -time by resolution following a cost of service study. The actual amount to be paid by OWNER for all fees set forth in this exhibit are to be calculated based on the fee schedules and fee rates, as provided in this Development Agreement and as may be adjusted by the respective escalation factor applicable to a particular fee, that are most currently in effect at the time of building permit issuance or a different payment due date prescribed by the applicable enabling statute, ordinance and resolution, whichever date is later. The fee amounts payable may also be adjusted from time -to -time based on the cost of service study referenced above. • Certain fees to be paid by OWNER under this Development Agreement are "Proposed Fees", which are new fees or fee adjustments currently under consideration by the City at an amount to be determined. The Proposed Fees are set forth in Exhibit P-1. • Subject to compliance with Development Agreement section 14.1, unless specifically provided for in an enabling statute, ordinance or resolution, all escalations and increases occur automatically at the time increment prescribed, without notice. Fees will be adjusted accordingly in this manner. I. City Development Impact Fees.. 1. Development Impact Fees as set forth in Schedule B802 effective as of July 2022 https://www.anaheim.net/DocumentCenterNiew/39711 /Developer-Impact-Fees---B802?bidId= 2. NPDES Fees (Resolution 2018-074, Exhibit F) https://www.anaheim.net/DocumentCenterNiew/532/NPDES-Fees 3. Platinum Triangle Public Safety Impact Fees (Policy Z791) https :Hca-anaheim. civicplus. com/D ocumentC enterNiew/ 1376/Platinum-Triangle-Public-Safety_ Impact-Fees?bidId= 4. Supplemental Platinum Triangle Fees - Applicable only to properties not within the Platinum Triangle CFD (inclusive of the Annexation Parcels as defined in Section 1.5 and as shown in Exhibit T 08-1 provided that such Annexation Parcels are part of CFD 08-1 as of date the Supplemental Impact Fee is due) Resolution No. . https://www.anaheim.net/DocumentCenterNiew/202/Fee-Schedule?bidId= a. Traffic Impact Fees b. Storm Drain Impact Fees C. Sewer Impact Fees (All Land Uses) d . Arterial Highway Beautification Construction Fees for Commercial and Industrial Construction (Policy 8802 dated July 2021. 6. Fire Department Life Safety Inspection and Permit Fees (Resolution 2019-066) http://records.anaheim.net/CitvClerk/DocView.aspx?id=2045402 &dbid=0 &repo=CITYOFANAHEIM 7. Fire Department Hazardous Materials Fees (Resolution 2019-068) httl2:Hrecords.anaheim.net/CityClerk/DocView.aspx?id=2045404 &dbid=0 &repo=CITYOFANAHEIM 8. Public Works Fee Schedules (Resolution 2019-073) and httas://www.anaheim.net/Docu mentCenter/View/202/Fee-Schedule?bid ld 9. Transportation Impact and Improvement Fees, Anaheim Municipal Code Chapter 17.32 (Current until Proposed TIIF Fee Update, identified in Exhibit P-1 as a Proposed Fee, is adopted). https://codelibrary.amlegal.com/codes/anaheim/latest/anaheim ca/0-0-0-65273 1. Single Family 2. Multi Family 3. Hotel/Motel Room 4. Office 5. Retail/Commercial 6. Industrial 7. Peak Hour Trip End 5186742.1 $2,029/unit $1,297/unit $1,474/unit $3.67/ Gross Square Feet ("GSF") $5.50/GSF $1.42/GSF $1,285/trip EXHIBIT 46P-1" PROPOSED FEES EXHIBIT "P-1" -I- EXHIBIT P-1 PROPOSED CITY FEES TO BE PAID BY THE DEVELOPMENT This exhibit describes the proposed fees applicable to the Project and to be paid by the Owner pursuant to this Development Agreement. The "Proposed Fees" to be paid by OWNER under this Development Agreement are the new fees or fee adjustments currently under consideration by the City at an amount to ultimately be determined by the City Council. Such proposed fees are subject to the amount and escalation as set forth in the enabling statutes, ordinances and resolutions related to each Proposed Fee. The Proposed Fees include: 1. Updated Transportation Impact and Improvement Fee (TIIF) based on the nexus study currently underway. 2. Updated Trench Cut Fees (To be considered by City Council in September 2022) 5183264.1 EXHIBIT 440" PLATINUM TRIANGLE ACQUISITION AGREEMENT EXHIBIT "Q" -I- Exhibit Q "Platinum Triangle Acquisition Agreement" ACQUISITION AND FUNDING AGREEMENT by and among CITY OF ANAHEIM COMMUNITY FACILITIES DISTRICT NO. 08-1 (PLATINUM TRIANGLE) and CITY OF ANAHEIM and [DEVELOPER] Dated as of , 20 OHS West260430696.6 TABLE OF CONTENTS Page ARTICLEI DEFINITIONS.......................................................................................................3 Section1.1 Definitions............................................................................................3 ARTICLE II ACQUISITION OF FACILITIES......................................................................... 7 Section 2.1 Acquisition of Facilities....................................................................... 7 Section 2.2 Payment of Purchase Price............................................................. Section 2.3 Payments of Credit Amount................................................................. 8 Section 2.4 Dedication of Property and Easements to City .................................... 8 Section 2.5 Modifications to Segments and Acquisition Costs ..............................9 Section 2.6 Notice of Completion........................................................................... 9 ARTICLE III MAINTENANCE, WARRANTIES, INSURANCE ........................................... 10 Section 3.1 Maintenance of Facilities; Warranties ............................................... 10 Section 3.2 Insurance Requirements..................................................................... 10 Section 3.3 Ownership of Facilities...................................................................... 11 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION.......................................................................................... 13 Section 4.1 Representations and Warranties of the Developer ............................. 13 Section 4.2 Covenants of the Developei................................................................ 15 Section 4.3 Representations and Warranties of the Community Facilities District and the City........................................................................... 15 Section 4.4 Covenants of the Community Facilities District and the City........... 16 Section 4.5 Indemnification.................................................................................. 16 ARTICLE V TERMINATION; DAMAGES............................................................................ 18 Section 5.1 Termination by Agreement................................................................ 18 Section 5.2 Termination by City........................................................................... 18 Section 5.3 Termination by Developer................................................................. 19 Section 5.4 Remedies in General; Damages Limited ........................................... 20 Section 5.5 Force Majeure.................................................................................... 20 ARTICLE VI MISCELLANEOUS............................................................................................23 Section 6.1 Developer as Independent Contractor ................................................ 23 Section 6.2 Other Agreements.............................................................................. 23 Section 6.3 Binding on Successors and Assigns ................................................... 23 Section6.4 Amendments...................................................................................... 23 OHS West:260430696.6 1 Section6.5 Waivers.............................................................................................. 23 Section 6.6 No Third Party Beneficiaries............................................................. 23 Section6.7 Notices............................................................................................... 24 Section 6.8 Attorneys' Fees.................................................................................. 24 Section 6.9 Jurisdiction and Venue....................................................................... 24 Section 6.10 Governing Law.................................................................................. 25 Section 6.11 Usage of Words.................................................................................. 25 Section 6.12 Counterparts.......................................................................................25 EXHIBITA FACILITIES......................................................................................................A-1 EXHIBIT B FORM OF PAYMENT REQUEST................................................................... B-1 OHS West260430696.6 li ACQUISITION AND FUNDING AGREEMENT THIS ACQUISITION AND FUNDING AGREEMENT (this "Acquisition Agreement") dated as of , 20 , is by and among the CITY OF ANAHEIM COMMUNITY FACILITIES DISTRICT NO. 08-1 (PLATINUM TRIANGLE), a community facilities district organized and existing under and by virtue of the laws of the State of California (the "Community Facilities District"), the CITY OF ANAHEIM, a charter city organized and existing under and by virtue of the laws of the State of California and its charter (the "City"), and [DEVELOPER], a organized and existing under and by virtue of the laws of the State of (the "Developer"). WITNESSETH: WHEREAS, the City Council of the City (the "City Council") has, pursuant to the provisions of the Mello -Roos Community Facilities Act of 1982 (the "Act"), established the Community Facilities District; WHEREAS, pursuant to the Act, the proceedings of the City Council and an election held within the Community Facilities District, the Community Facilities District is authorized to issue special tax bonds (the "Bonds") secured by special taxes (the "Special Taxes") levied within the Community Facilities District to finance certain public facilities; WHEREAS, the Community Facilities District will, upon satisfaction of the conditions and in accordance with the terms set forth in this Acquisition Agreement, purchase such public facilities described herein (the "Facilities"), the City will take title thereto and the Developer will be paid from the proceeds of the Bonds for the costs of acquisition, construction and improvement of the Facilities at the prices determined as set forth herein; WHEREAS, the Bonds are to be issued pursuant to an indenture (the "Indenture") to be entered into by the Community Facilities District and a commercial bank or trust company (the "Trustee"); WHEREAS, pursuant to the Indenture, the Community Facilities District will establish or cause the Trustee to establish an acquisition account into which a portion of the proceeds of the Bonds will be deposited, which amounts will be used to finance the acquisition of the Facilities; WHEREAS, Section 53313.5 of the Act provides that a community facilities district may only finance the purchase of facilities whose construction has been completed, as determined by the legislative body, before the resolution of formation to establish the community facilities district is adopted pursuant to Section 53325.1 of the Act, except that a community facilities district may finance the purchase of facilities completed after the adoption of the resolution of formation if the facility was constructed as if it had been constructed under the direction and supervision, or under the authority of, the local agency; and WHEREAS, the Facilities are to be acquired by the City under this Acquisition Agreement pursuant to the Act and, specifically, pursuant to the provisions of Sections 53313.5 thereof, OHS West:260430696.6 NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: OHS West:260430696.6 In'A9cyaasI DEFINITIONS Section 1.1 Definitions. All terms defined in the Indenture shall have the same meaning in this Acquisition Agreement, except as indicated. Unless the context otherwise requires, the terms defined in this Article I shall have the meanings herein specified: "Acceptable Title" means title to land, or an easement therein, delivered free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether any such item is recorded or unrecorded, except those non -monetary items which are reasonably determined by the City not to interfere with the intended use of such land or easement and therefore are not required to be cleared from title. "Acceptance Date" means, with respect to a Segment, the date that the full amount of the Purchase Price thereof is payable to the Developer pursuant to the terms hereof. "Acquisition Account" means the fund or account established under the Indenture, howsoever denominated, into which the proceeds of the Bonds available to pay the Purchase Price of the Segments are to be deposited. "Acquisition Agreement" means this Acquisition and Funding Agreement, dated as of , 20 , by and among the Community Facilities District, the City and the Developer, as originally executed or as the same may be amended from time to time in accordance with its terms. "Acquisition Cost" means, with respect to a Segment, the amount specified as the Acquisition Cost for such Segment in Exhibit A attached hereto, as the same may be modified by one or more supplements thereto entered into in accordance with Section 2.5 hereof. "Act" means the Mello -Roos Community Facilities Act of 1982, constituting Sections 53311 et seq. of the California Government Code. "Actual Cost" means, with respect to a Segment, an amount equal to the sum of (a) the Developer's actual, reasonable cost of constructing such Segment, including labor, material and equipment costs, (b) the Developer's actual, reasonable cost of designing and preparing the Plans for such Segment, including engineering services provided in connection with designing and preparing such Plans, (c) the Developer's actual, reasonable cost of environmental evaluations required in the City's reasonable determination specifically for such Segment, (d) the amount of any fees actually paid by the Developer to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and reviews for such Segment, (e) the Developer's actual, reasonable cost for construction management services for such Segment, which cost shall not exceed 5% of the cost of constructing such Segment, as determined pursuant to clause (a) of this definition, (f) the Developer's actual, reasonable cost for professional services directly related to the construction of such Segment, including engineering, inspection, construction staking, materials testing and similar professional services, which costs shall not exceed 10% of the costs of constructing such Segment, as determined pursuant to clause (a) of this definition, (g) the Developer's actual, reasonable cost of any title insurance required hereby OHS West:260430696.6 3 for such Segment, and (h) the Developer's actual, reasonable cost of any real property or interest therein acquired from a party other than the Developer or an Affiliate thereof, which real property or interest therein is either necessary for the construction of such Segment (e.g., temporary construction easements, haul roads, etc.) or is required to be conveyed with such Segment in order to convey Acceptable Title thereto to the City or its designee, all as specified in a Payment Request that has been reviewed and approved by the Director of Public Works; provided, however, that (x) no item of cost relating to a Segment shall be included in more than one category of cost specified in clauses (a) through (h) of this definition, and (y) each item of cost shall include only amounts actually paid by the Developer to third parties and shall not include overhead or other internal expenses of the Developer. "Affiliate" of another Person means (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as trustee, guardian, or other fiduciary, 50% or more of any class of equity securities of such other Person, and (b) each Person that controls, is controlled by or is under common control with or by such Person or any Affiliate of such Person. For the purpose of this definition, "control" of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise. "Aggregate Overage Amount" means, as of any date, the sum of the Overage Amounts for all Segments for which the Purchase Price has been paid pursuant hereto on or before such date. "Aggregate Savings Amount" means, as of any date, the sum of the Savings Amounts for all Segments for which the Purchase Price has been paid pursuant hereto on or before such date. "Bonds" means the special tax bonds issued by the Community Facilities District payable from the Special Taxes and issued under the Indenture, which special tax bonds may be issued in one or more series. "City" means the City of Anaheim, a charter city organized and existing under the laws of the State and its charter, and its successors. "City Council" means the City Council of the City. "Community Facilities District" means the City of Anaheim Community Facilities District No. 08-1 (Platinum Triangle), a community facilities district organized and existing under the laws of the State, and its successors. "Complete" means, with respect to a Segment, that the construction of such Segment (including all ancillary, non -essential items included in such Segment) by the Developer is, in the reasonable judgment of the Director of Public Works, in all respects complete. "Conditions of Approval" means the conditions of approval of all land use entitlements approved by the City for the Property and the conditions of any development agreement, subdivision improvement agreement or other agreement between the Developer and the City OHS West:260430696.6 4 relating to the Property, which conditions the Developer must satisfy or cause to be satisfied in order to develop the Property. "Credit Amount" means, as of any date, the remainder of (a) the Aggregate Savings Amount as of such date, minus (b) the aggregate amount paid to the Developer prior to such date pursuant to Section 2.3 hereof; provided, however, that in no event shall such Credit Amount exceed the remainder of (x) the Aggregate Overage Amount as of such date, minus (y) the aggregate amount paid to the Developer prior to such date pursuant to Section 2.3 hereof. "Developer" means , a organized and existing under and by virtue of the laws of the State of and its successors and assigns. "Developer Representative" means the person or persons designated as such in a certificate signed by the Developer and delivered to the Community Facilities District, which certificate shall contain an original or specimen signature of each person so designated. "Director of Public Works" means the Director of Public Works of the City. "Facilities" means the facilities described in Exhibit A attached hereto. "Hazardous Material" means any hazardous or toxic substance, material or waste which is regulated by any local governmental authority, the State or the United States Government, including, without limitation, any material or substance which is (a) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq. (33 U.S.C. § 1321), (b) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903), (c) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq., (d) petroleum, or (e) asbestos. "Indenture" means the indenture, trust agreement, fiscal agent agreement or similar instrument, howsoever denominated, pursuant to which the Bonds are issued, as originally executed or as the same may from time to time be supplemented or amended pursuant to the provisions thereof. "Overage Amount" means, with respect to a Segment for which the Purchase Price has been paid pursuant hereto, the amount, if any, by which the Actual Cost of such Segment exceeds the Acquisition Cost of such Segment. "Payment Request" means the document to be provided by the Developer to substantiate the Purchase Price of one or more Segments, which shall be substantially in the form of Exhibit B attached hereto. "Person" means an individual, a corporation, a partnership, an association, a limited liability company, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. OHS West260430696.6 5 "Plans" means the plans and specifications for the Facilities prepared at the direction of the Developer in accordance with the Conditions of Approval, which plans and specifications shall have been approved in writing by all appropriate departments of the City or by any other public agency or public utility from which such approval must be obtained. "Platinum Triangle Implementation Plan" means the City of Anaheim Platinum Triangle Implementation Plan for Public Works Backbone Facilities Improvements, dated , 20_, as originally adopted or as the same may from time to time be supplemented or amended "Property" means the real property located within the Community Facilities District that is owned or being developed by the Developer or an Affiliate thereof. "Purchase Price" means, with respect to a Segment, the lesser of the Actual Cost or the Acquisition Cost of such Segment. "Rate and Method" means the Rate and Method of Apportionment for City of Anaheim Community Facilities District No. 08-1 (Platinum Triangle) approved by the qualified electors of the Community Facilities District. "Related Property" means, with respect to a Segment, the property on, in or over which such Segment is located, which property, or an easement thereon or other interest therein, is dedicated or otherwise conveyed to the City as provided in Section 2.4 hereof. "Savings Amount" means, with respect to a Segment for which the Purchase Price has been paid pursuant hereto, the amount, if any, by which the Acquisition Cost of such Segment exceeds the Actual Cost of such Segment. "Segments" means the discrete portions of the Facilities identified as such and described in Exhibit A attached hereto, as the same may be modified by one or more supplements thereto entered into in accordance with Section 2.5 hereof, as determined by the City Council, the construction of all Segments was completed before April 22, 2008, the date on which the resolution of formation establishing the Community Facilities District was adopted by the City Council. "Special Taxes" means the special taxes described and defined in the Rate and Method approved by the qualified electors of the Community Facilities District. "State" means the State of California. "Trustee" means the commercial bank or trust company acting as trustee or fiscal agent under the Indenture, or any successor thereto as trustee or fiscal agent thereunder substituted in its place as provided therein. OHS West:260430696.6 ARTICLE II ACQUISITION OF FACILITIES Section 2.1 Acquisition of Facilities. (a) The Developer hereby agrees to sell to the Community Facilities District, and the Community Facilities District hereby agrees to purchase from the Developer, each Segment for the Purchase Price thereof, subject to the terms and conditions hereof. Title to each Segment purchased pursuant hereto shall be transferred by the Developer to the City as of the Acceptance Date of such Segment by appropriate instrument in accordance with the Conditions of Approval. (b) The parties hereto expect that, at some date after the execution hereof, the Community Facilities District will issue one or more series of the Bonds and that, if the Bonds are so issued and the proceeds thereof are sufficient therefor, the Purchase Price of the Segments will be paid from proceeds of the Bonds deposited in the Acquisition Account. The Community Facilities District shall not be obligated to pay the Purchase Price of the Segments except from the proceeds of the Bonds. Neither the Community Facilities District nor the City makes any warranty, either express or implied, that the Bonds will be issued or that the proceeds of the Bonds available for the payment of the Purchase Price of the Segments will be sufficient for such purpose. (c) The Community Facilities District shall issue a series of the Bonds only if, as and when, the Community Facilities District determines, in its sole discretion, that such issuance is appropriate for the purpose of financing the Platinum Triangle Implementation Plan, as then in effect, and any such Bonds shall be issued in the aggregate principal amount and contain such terms and provisions as the Community Facilities District determines, in its sole discretion, are appropriate for the purpose of financing the Platinum Triangle Implementation Plan, as then in effect. The Developer shall have no right to compel the Community Facilities District to issue any Bonds and the Developer shall have no right to determine the principal amount or any other terms or provisions of any Bonds that the Community Facilities District determines to issue. Section 2.2 Payment of Purchase Price. (a) In order to receive all or any portion of the Purchase Price for a Segment, the Developer all deliver to the Community Facilities District and the Director of Public Works (i) a Payment Request for such Segment, together with all attachments and exhibits to be included therewith, (ii) a copy of the documents conveying, or which previously conveyed, to the City Acceptable Title to the Related Property of such Segment, as described in Section 2.4 hereof, (iii) a copy of the Notice of Completion of such Segment which will be filed in accordance with Section 3093 of the California Civil Code, if applicable, (iv) a copy of the Notice of Acceptance of such Segment, executed on behalf of the City, and (v) evidence that the warranty bond with respect to such Segment required by Section 3.1 hereof has been provided and is in full force and effect. (b) Upon receipt of a completed Payment Request (and accompanying documentation) for a Segment, the Director of Public Works shall conduct a review in order to confirm that such Segment is Complete and was constructed in accordance with the Plans therefor and to verify and approve the Actual Cost of such Segment specified in such Payment Request. The Developer agrees to cooperate with the Director of Public Works in conducting OHS West:260430696.6 7 each such review and to provide the Director of Public Works with such additional information and documentation as is reasonably necessary for the Director of Public Works to conclude each such review. The City agrees to cause the Director of Public Works to conduct such review without unreasonable delay. If the Director of Public Works determines that the Actual Cost specified in such Payment Request as initially submitted exceeds the Developer's actual, reasonable cost of constructing such Segment, the Developer shall resubmit such Payment Request, with the Actual Cost specified therein modified so as to take into account such determination by the Director of Public Works. Upon confirmation that such Segment is Complete and has been constructed in accordance with the Plans therefor, and verification and approval of the Actual Cost of such Segment, the Director of Public Works shall sign the Payment Request, indicating thereon that the full amount of the Purchase Price of such Segment is to be paid. Upon receipt by the Community Facilities District from the Director of Public Works of a reviewed and fully signed Payment Request for a Segment, the Community Facilities District shall, without unreasonable delay, direct the Trustee to pay the full amount of the Purchase Price of such Segment to the Developer. Section 2.3 Payments of Credit Amount. If and when the amount of the Credit Amount is greater than zero, the Developer shall be entitled to be paid from the Acquisition Account an amount equal to the Credit Amount. In order to receive all or a portion of the Credit Amount, the Developer shall deliver to the Community Facilities District a written request signed by a Developer Representative stating (a) the amount to be paid, and (b) that such amount does not exceed the amount of the Credit Amount as of the date of delivery of such written request. Such written request shall be accompanied by a calculation demonstrating the amount of the Credit Amount as of the date of delivery of such written request. Upon receipt of such written request and accompanying calculation, the Community Facilities District shall, without unreasonable delay, direct the Trustee to pay such amount from the Acquisition Account to the Developer; provided, however, that, pursuant to the Indenture or otherwise, the Trustee shall be directed to pay from available amounts in the Acquisition Account requisitions from the Community Facilities District for payments therefrom, including requisitions to pay any Credit Amount, in the order in which such requisitions are received. Section 2.4 Dedication of Property and Easements to City. Acceptable Title to all property on, in or over which each Segment will be located shall be deeded over to the City by way of grant deed, quitclaim, or dedication of such property, or easement thereon, if such easement is approved by the City as being a sufficient interest therein to permit the City to properly own, operate and maintain such Segment located therein, thereon or thereover, and to permit the Developer to perform its obligations as set forth in this Acquisition Agreement. Upon the request of the City, the Developer shall furnish to the City a title report for such property not previously dedicated or otherwise conveyed to the City or its designee, for review and approval at least 20 calendar days prior to the transfer of Acceptable Title to a Segment to the City or its designee. The City shall approve the title report unless it reveals a matter which, in the reasonable judgment of the City, could materially affect the City's or its designee's use and enjoyment of any part of the property or easement covered by the title report. In the event the City does not approve the title report, the City shall not be obligated to accept title to such Segment, and the Community Facilities District shall not be obligated to pay any portion of the OHS West:260430696.6 8 Purchase Price for such Segment, until the Developer has cured such objections to title to the reasonable satisfaction of the City. Section 2.5 Modifications to Segments and Acquisition Costs. The Community Facilities District, the City and the Developer may make modifications in the composition and description of a Segment, or in the amount of the Acquisition Cost for a Segment, whenever the Community Facilities District, the City and the Developer deem such modifications to be appropriate. Any such modification shall be approved and implemented by the City Manager of the City (on behalf of the Community Facilities District), the Director of Public Works (on behalf of the City) and the Developer executing a supplement to Exhibit A containing a description of the modified Segment and, if applicable, Acquisition Cost of such Segment; provided, however, that any such modification in the composition and description of a Segment, or in the amount of the Acquisition Cost for a Segment, may be made without City Council approval only if (a) the amount of the Acquisition Cost of a Segment does not increase or decrease by more than 10%, (b) such modification is required by law or court order, or (c) such modification does not result in the complete elimination or addition of a Segment. Upon the execution of any such supplement to Exhibit A, the description of the Segment and, if applicable, the Acquisition Cost of such Segment in Exhibit A shall be deemed to have been modified in accordance therewith. Section 2.6 Notice of Completion. No later than ten days after receiving notification pursuant to Section 2.2 hereof that a Segment was constructed in accordance with the Plans therefor, the Developer shall forthwith file with the Orange County Recorder a Notice of Completion, in form acceptable to the Director of Public Works, pursuant to the provisions of Section 3093 of the California Civil Code, if applicable. The Developer shall furnish to the City and the Community Facilities District a duplicate copy of each such Notice of Completion showing thereon the date of filing with said County Recorder. OHS West:260430696.6 ARTICLE III MAINTENANCE, WARRANTIES, INSURANCE Section 3.1 Maintenance of Facilities; Warranties. The Developer shall maintain each Segment in good and safe condition until the Acceptance Date of such Segment. Prior to the Acceptance Date of such Segment, the Developer shall be responsible for maintaining such Segment in proper operating condition, and shall perform such maintenance on such Segment as the Director of Public Works reasonably determines to be necessary. As of the Acceptance Date of a Segment, the performance bond, labor and materials bond and storm drain maintenance bond, as applicable, provided by the Developer for such Segment shall serve as warranty bonds to guarantee that such Segment will be free from defects due to faulty workmanship or materials for a period of 12 months from the Acceptance Date of such Segment, or the Developer may elect to provide a new warranty bond in such an amount. As of the Acceptance Date of a Segment, the Developer shall assign to the City all of the Developer's rights in any warranties, guarantees, maintenance obligations or other evidence of contingent obligations of third Persons with respect to such Segment. Section 3.2 Insurance Requirements. The Developer shall, at all times prior to the final Acceptance Date of all Segments, maintain, deliver to the City and keep in full force and effect, the following insurance policies: (a) Workers' Compensation Insurance as required by California statutes and Employers Liability in an amount not less than $1,000,000 per occurrence; (b) Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor's Liability (if applicable), in an amount not less than $ 2,000,000 per occurrence, $ 5,000,000 annual aggregate, written on an occurrence form; (c) Comprehensive Automobile Liability Coverage including, as applicable, owned non -owned and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit; and (d) Professional Liability Insurance (which the Developer shall either maintain for its design professionals or require its contracted design professional to maintain) covering the acts and omissions of all members of the design team throughout the term of this Acquisition Agreement, and for a period of five years following the Acceptance Date of the facility designed (such fiver year provision shall apply if such insurance is written on a claims -made basis rather than an occurrence basis), which insurance shall be written (i) in an amount not less than $1,000,000 per occurrence, $2,000,000 annual aggregate, and (ii) on a primary basis. Each insurance policy required by this Acquisition Agreement shall contain the following clause or shall otherwise provide for the following conditions: OHS West260430696.6 10 "This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non- payment of premium which shall provide for not less than ten (10) days notice." Each insurance policy required by this Acquisition Agreement, except policies for Workers' Compensation and Professional Liability, shall contain the following clauses or shall otherwise provide for the following conditions: "It is agreed that any insurance maintained by the Developer pursuant to this Acquisition Agreement shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City of Anaheim." "The City of Anaheim, its officers, agents, employees, representatives and City of Anaheim -designated volunteers are added as additional insureds as respects the acts, omissions, operations, and activities of, or on behalf of, the named insured, in regard to products supplied, or work or services performed for, or related to, the City of Anaheim." Within 30 days of the execution date of this Acquisition Agreement, the Developer shall provide the City (i) endorsements to the insurance policies which add to such policies the applicable clauses and/or provisions set forth above, or (ii) in lieu of said endorsements, documentation acceptable to the City evidencing that the coverage, terms and conditions set forth in the applicable clauses and/or provisions set forth above are otherwise provided for in said insurance policies. Said endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory's company affiliation and title. Should the City so request, the Developer shall cause the City to be provided with documentation acceptable to the City which demonstrates that the individual signing any such endorsement on behalf of an insurance company is indeed authorized to do so by such insurance company. The insurance required pursuant hereto shall be placed with insurers admitted to write insurance in the State and (A) possessing an A. M. Best's rating of A VII or higher, or (B) otherwise approved by the City in writing. In the event that a claim or other legal action is filed against the City, and the City, in its good faith opinion, believes it may have coverage under any of the insurance required pursuant hereto, the Developer shall, upon the request of the City, within a reasonable time period, deliver or cause to be delivered to the City copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the Developer shall have agreed, in a manner reasonably satisfactory to the City, to fully defend, hold harmless and indemnify the City against any such claim or other legal action. If the Developer fails to maintain or cause to be maintained any insurance required hereby, the City may, but shall not be obligated to, procure such insurance and recover the amount of the premiums therefor from the Developer or retain such amount from any monies due to the Developer under this Acquisition Agreement. The failure of the City to procure any such insurance shall in no way relieve the Developer of any of its obligations under this Acquisition Agreement. Section 3.3 Ownership of Facilities. Notwithstanding the fact that some or all of the Facilities may have been constructed in dedicated street rights -of -way or on property which has OHS West:260430696.6 I I been or will be dedicated to the City, the Facilities shall be and remain the property of the Developer until title thereto is conveyed to and accepted by the City as provided herein and in the Conditions of Approval. Such ownership by the Developer shall likewise not be affected by any agreement which the Developer may have entered into or may enter into with the City pursuant to the provisions of the Subdivision Map Act, Section 66410 et seq. of the California Government Code, and the provisions of this Section and the Conditions of Approval shall control. OHS West:260430696.6 12 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION Section 4.1 Representations and Warranties of the Developer. The Developer makes the following representations and warranties for the benefit of the Community Facilities District and the City: (a) Organization. The Developer represents and warrants that the Developer is a duly organized, validly existing and in good standing under the laws of the State of is authorized to conduct business and is in good standing under the laws of the State, and has the power and authority to own its properties and assets and to carry on its business as now being conducted and as now contemplated. (b) Authority. The Developer represents and warrants that the Developer has the power and authority to enter into this Acquisition Agreement, and has taken all action necessary to cause this Acquisition Agreement to be executed and delivered, and this Acquisition Agreement has been duly and validly executed and delivered on behalf of the Developer. (c) Binding Obligation. The Developer represents and warrants that this Acquisition Agreement is a valid and binding obligation of the Developer and is enforceable against the Developer in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles. (d) Conditions of Approval and Plans. The Developer represents and warrants that all Segments have been constructed in accordance with the Conditions of Approval and the approved Plans. (e) Construction of Segments. The Developer represents and warrants that it has conducted all operations with respect to the construction of the Segments in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. (f) Nondiscrimination. The Developer represents and warrants that in connection with the construction of the Segments, it has complied with the applicable nondiscrimination and affirmative action provisions of the laws of the United States of America, the State and the City and has not discriminated in its employment practices against any employee, or applicant for employment, because of such person's race, religion, national origin, ancestry, sex, sexual orientation, age, physical handicap, marital status or medical condition. (g) Environmental Matters Relating to Segments. The Developer represents and warrants that neither the Developer, nor any subcontractor, agent or employee thereof, has used, generated, manufactured, procured, stored, released, discharged or OHS West:260430696.6 13 disposed of (whether accidentally or intentionally) any Hazardous Material on, under or in any Segment or the Related Property of such Segment, or transported (whether accidentally or intentionally) any Hazardous Material to or from such Segment or such Related Property, in violation of any federal, state or local law, ordinance, regulation, rule or decision regulating Hazardous Material. The Developer represents and warrants that, as of the Acceptance Date of each Segment, there will not be present on, under or in such Segment or the Related Property of such Segment, or any portion thereof, any Hazardous Materials, except for (i) any types or amounts that do not require remediation or mitigation under federal, state or local laws, ordinances, regulations, rules or decisions, (ii) those that have been remediated or mitigated in full compliance with applicable federal, state or local laws, ordinances, regulations, rules or decisions, (iii) those with respect to which ongoing remediation or mitigation is being performed in full compliance with applicable federal, state or local laws, ordinances, regulations, rules or decisions, and (iv) with respect to any such Related Property that was, at the time of commencement of the acquisition, construction and installation of such Segment, property of the City and which, from such time of commencement through and including the Acceptance Date of such Segment, remained property of the City, those that were present on, under or in such Related Property at such time of commencement. (h) Environmental Matters Relating to Property. The Developer represents and warrants that neither the Developer, nor any subcontractor, agent or employee thereof has used, generated, manufactured, procured, stored, released, discharged or disposed of (whether accidentally or intentionally) at any time on or prior to the date hereof any Hazardous Material on, under or in the Property, or any structure, fixtures, equipment, or other objects thereon, or transported (whether accidentally or intentionally) any Hazardous Material to or from the Property, or any structure, fixtures, equipment, or other objects thereon, in violation of any federal, state or local law, ordinance, regulation, rule or decision regulating Hazardous Material. The Developer represents and warrants that there is not present on, under or in the Property or any structure, fixtures, equipment, or other objects thereon, or any portion thereof, any Hazardous Materials, except for (i) any types or amounts that do not require remediation or mitigation under federal, state or local laws, ordinances, regulations, rules or decisions, (ii) those that have been remediated or mitigated in full compliance with applicable federal, state or local laws, ordinances, regulations, rules or decisions, and (iii) those with respect to which ongoing remediation or mitigation is being performed in full compliance with applicable federal, state or local laws, ordinances, regulations, rules or decisions. The Developer represents and warrants that the Developer has not received notice of, and, to the best of the Developer's knowledge, there is not, any proceeding or formal inquiry by any governmental authority, body or agency with respect to the presence of Hazardous Materials on, under or in the Property, or any structure, fixtures, equipment, or other objects thereon, or the migration thereof from or to other property. OHS West:260430696.6 14 Section 4.2 Covenants of the Developer. The Developer makes the following covenants for the benefit of the Community Facilities District and the City: (a) Compliance with Laws. The Developer covenants that, while the Facilities are owned by the Developer or required pursuant to this Acquisition Agreement to be maintained by the Developer, it will not commit, suffer or permit any of its agents, employees or contractors to commit any act to be done in, upon or to the Facilities in violation in any material respect of any law, ordinance, rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the Property or the Facilities. (b) Payment Requests. The Developer covenants that (i) it will not request payment from the Community Facilities District under this Acquisition Agreement for the acquisition of any improvements that are not part of a Segment, and (ii) it will diligently follow all procedures set forth in this Acquisition Agreement with respect to Payment Requests. (c) Financial Records. Until the final Acceptance Date, the Developer covenants to maintain proper books of record and account for the Facilities and all costs related thereto. The Developer covenants that such accounting books will be maintained in accordance with generally accepted accounting principles, and will be available for inspection by the Community Facilities District and the City within a reasonable time after the Community Facilities District or the City submits a written request to the Developer requesting that such books be made available for inspection. (d) Environmental iWatters Relating to Segments. The Developer covenants that neither the Developer, nor any subcontractor, agent or employee thereof, will use, generate, manufacture, procure, store, release, discharge or dispose of (whether accidentally or intentionally) at any time on or prior to the Acceptance Date of each Segment any Hazardous Material on, under or in such Segment or the Related Property of such Segment, or transport (whether accidentally or intentionally) any Hazardous Material to or from such Segment or such Related Property, in violation of any federal, state or local law, ordinance, regulation, rule or decision regulating Hazardous Material in effect at the time of such use, generation, manufacturing, procurement, storage, release, discharge, disposal or transportation. Section 4.3 Representations and Warranties of the Community Facilities District and the City. The Community Facilities District and the City make the following representations and warranties for the benefit of the Developer: (a) Authority. The Community Facilities District represents and warrants that the Community Facilities District has the power and authority to enter into this Acquisition Agreement, and has taken all action necessary to cause this Acquisition Agreement to be executed and delivered, and this Acquisition Agreement has been duly and validly executed and delivered on behalf of the Community Facilities District. The City represents and warrants that the City has the power and authority to enter into this Acquisition Agreement, and has taken all action necessary to cause this Acquisition OHS West:260430696.6 15 Agreement to be executed and delivered, and this Acquisition Agreement has been duly and validly executed and delivered on behalf of the City. (b) Binding Obligation. The Community Facilities District represents and warrants that this Acquisition Agreement is a valid and binding obligation of the Community Facilities District and is enforceable against the Community Facilities District in accordance with its terms. The City represents and warrants that this Acquisition Agreement is a valid and binding obligation of the City and is enforceable against the City in accordance with its terms. Section 4.4 Covenants of the Community Facilities District and the City. The Community Facilities District and the City make the following covenants for the benefit of the Developer: (a) Payment Requests. Each of the Community Facilities District and the City covenants that it will diligently follow all procedures set forth in this Acquisition Agreement with respect to each Payment Request. (b) Financial Records. Until the final Acceptance Date, the Community Facilities District covenants to maintain proper books of record and account for the Special Taxes and the Bonds. The Community Facilities District covenants that such accounting books will be maintained in accordance with generally accepted accounting principles applicable to governmental entities, and will be available for inspection by the Developer within a reasonable time after the Developer submits a written request to the Community Facilities District requesting that such books be made available for inspection. Section 4.5 Indemnification. The Developer agrees to protect, indemnify, defend and hold the Community Facilities District and the City, and their respective officers, employees and agents (the "Indemnified Parties"), and each of them, harmless from and against any and all claims, losses, expenses, suits, actions, decrees, judgments, awards, attorney's fees, and court costs which any Indemnified Party may suffer or which may be sought against or recovered or obtained from any Indemnified Party as a result of or by reason of or arising out of or in consequence of (a) the acquisition, construction or installation of the Facilities, (b) the untruth or inaccuracy of any representation or warranty made by the Developer in this Acquisition Agreement or in any certifications delivered by the Developer pursuant hereto or in connection with the issuance of the Bonds, (c) the release, threatened release, storage, treatment, transportation or disposal of any Hazardous Materials on, under, in, from or to any portion of the Property while such portion of the Property is owned or being developed by the Developer or an Affiliate thereof, and (d) any act or omission of the Developer or any of its subcontractors, or their respective officers, employees or agents, in connection with the Facilities, including noncompliance with any covenants made by the Developer in this Acquisition Agreement. If the Developer fails to do so, the Community Facilities District and the City shall have the right, but not the obligation, to defend the same and charge all of the direct or incidental costs of such defense, including any fees or costs, to and recover the same from the Developer. OHS West:260430696.6 16 Upon receipt by an Indemnified Party of notice of any claim, loss, expense, suit, action, decree, judgment or award for which the Developer is obligated to protect, indemnify, defend and hold such Indemnified Party harmless pursuant to this Section, such Indemnified Party shall promptly notify the Developer in writing of such claim, loss, expense, suit, action, decree, judgment or award. Neither the Developer nor an Indemnified Party shall, without the other's written consent, settle, compromise or consent to the entry of judgment with respect to any claim, suit or action for which the Developer is obligated to protect, indemnify, defend and hold such Indemnified Party harmless pursuant to this Section. No indemnification is required to be paid by the Developer for any claim, loss or expense to the extent such claim, loss or expense arises from (a) the willful misconduct or negligence of or contractual breach by an Indemnified Party, or (b) the use or operation of a Segment after the Acceptance Date of such Segment, unless such claim, loss or expense results from the defective or improper design, acquisition, construction or installation of such Segment. The provisions of this Section shall survive the termination of this Acquisition Agreement. OHS West260430696.6 17 ARTICLE V TERMINATION; DAMAGES Section 5.1 Termination by Agreement. This Acquisition Agreement may be terminated by written agreement of the Community Facilities District, the City and the Developer. In the event of such termination, the Developer shall have no claim or right to any further payments for the Purchase Price of any Segment except as otherwise may be provided in such written agreement. Section 5.2 Termination by City. (a) The following events shall constitute grounds for the Community Facilities District and the City, at their option, to terminate this Acquisition Agreement, without the consent of the Developer: (i) the Developer shall voluntarily file for reorganization or other relief under any Federal or state bankruptcy or insolvency law; (ii) the Developer shall have any involuntary bankruptcy or insolvency action filed against it, or shall suffer a trustee in bankruptcy or insolvency or receiver to take possession of the assets of Developer, or shall suffer an attachment or levy of execution to be made against the property it owns within the Community Facilities District unless, in any of such cases, such action, possession, attachment or levy shall have been terminated or released within 60 days after the commencement thereof; (iii) the Developer shall breach any material covenant or default in the performance of any material obligation under this Acquisition Agreement, or any representation or warranty of the Developer set forth herein or in any certifications delivered by the Developer hereunder shall prove to have been false or misleading in any material respect when made or deemed made; (iv) the Developer shall transfer any of its rights or obligations under this Acquisition Agreement, without the prior written consent of the Community Facilities District and the City; (v) the Developer shall have made any material misrepresentation or material omission in any written materials furnished in connection with any preliminary official statement, official statement or bond purchase contract which has not been corrected and is used in connection with the sale of any Bonds; (vi) the Developer or any of its partners, permitted assigns or successors -in - interest under this Acquisition Agreement or any Affiliate of the Developer shall at any time bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body which in any way seeks to challenge or overturn the Community Facilities District, the levy of the Special Tax in accordance with the Rate and Method or the validity of the Bonds or the proceedings leading up to their issuance; provided, however, that the Developer or any of its partners, permitted assigns or successors -in -interest under this Acquisition Agreement or any Affiliate of the Developer that owns any of the Property may bring an action or suit contending that the OHS West:260430696.6 18 Special Tax has not been levied in accordance with the methodology contained in the Rate and Method; or (vii) the Developer or any of its partners, permitted assigns or successors -in - interest under this Acquisition Agreement or any Affiliate of the Developer shall fail to pay the Special Taxes as and when due. (b) If any event listed in subsection (a)(i), (a)(ii) or (a)(vi) above occurs, this Acquisition Agreement shall automatically terminate. (c) If any event listed in subsection (a)(iii), (a)(iv), (a)(v) or (a)(vii) above occurs, the Community Facilities District and the City may elect to terminate this Acquisition Agreement. If the Community Facilities District and the City intend to terminate this Acquisition Agreement, the Community Facilities District and the City shall first notify the Developer in writing of such intention and of the grounds for such termination and allow the Developer 60 days to eliminate or mitigate to the reasonable satisfaction of the Community Facilities District and the City the grounds for such termination. If, in the reasonable opinion of the Community Facilities District and the City, such grounds for termination can be eliminated or mitigated, but not within such 60 day period, such period shall be extended in order to provide a reasonably sufficient amount of time to accomplish such elimination or mitigation, but only if the Developer has instituted corrective action within such 60 day period and the Developer is thereafter proceeding with diligence to eliminate or mitigate such grounds for termination. If at the end of such period (and any extension thereof), the Developer has not eliminated or completely mitigated such grounds for termination to the reasonable satisfaction of the Community Facilities District and the City, the Community Facilities District and the City may then terminate this Acquisition Agreement by delivering a written notice of such termination to the Developer. If any of the grounds listed in subsection (a)(iii), (a)(iv), (a)(v) or (a)(vii) above for termination of this Acquisition Agreement by the Community Facilities District and the City has occurred and has not been eliminated or mitigated to the reasonable satisfaction of the Community Facilities District and the City or waived by the Community Facilities District and the City, the Community Facilities District, from and after the occurrence thereof, shall have no obligation to acquire any Segment pursuant hereto. Section 5.3 Termination by Developer. (a) The following events shall constitute grounds for the Developer, at its option, to terminate this Acquisition Agreement, without the consent of the Community Facilities District or the City: (i) the City or the Community Facilities District shall voluntarily file for reorganization or other relief under any Federal or state bankruptcy or insolvency law; (ii) the City or the Community Facilities District shall have any involuntary bankruptcy or insolvency action filed against it, or shall suffer a trustee in bankruptcy or insolvency or receiver to take possession of the assets of the City or the Community Facilities District, as applicable, or shall suffer an attachment or levy of execution to be made against the property it owns unless, in any of such cases, such action, possession, attachment or levy shall have been terminated or released within 60 days after the commencement thereof; OHS West:260430696.6 19 (iii) the Community Facilities District or the City shall breach any material covenant or default in the performance of any material obligation under this Acquisition Agreement, or any representation or warranty of the Community Facilities District or the City set forth herein shall prove to have been false or misleading in any material respect when made; and (iv) the Community Facilities District or the City shall transfer any of its respective rights or obligations under this Acquisition Agreement, without the prior written consent of the Developer; (b) If any event listed in subsection (a) above occurs, the Developer may elect to terminate this Acquisition Agreement. If the Developer intends to terminate this Acquisition Agreement, the Developer shall first notify the Community Facilities District and the City in writing of such intention and of the grounds for such termination and allow the Community Facilities District and the City 60 days to eliminate or mitigate to the reasonable satisfaction of the Developer the grounds for such termination. If, in the reasonable opinion of the Developer, such grounds for termination can be eliminated or mitigated, but not within such 60 day period, such period shall be extended in order to provide a reasonably sufficient amount of time to accomplish such elimination or mitigation, but only if the Community Facilities District and the City have instituted corrective action within such 60 day period and the Community Facilities District and the City are thereafter proceeding with diligence to eliminate or mitigate such grounds for termination. If at the end of such period (and any extension thereof), the Community Facilities District and the City have not eliminated or completely mitigated such grounds for termination to the reasonable satisfaction of the Developer, the Developer may then terminate this Acquisition Agreement by delivering a written notice of such termination to the Community Facilities District and the City. Section 5.4 Remedies in General; Damages Limited. The Developer acknowledges that neither the Community Facilities District nor the City would have entered into this Acquisition Agreement if it were to be liable in damages under or with respect to this Acquisition Agreement. Any and all obligations of the Community Facilities District and the City hereunder shall be payable only from amounts on deposit in the Acquisition Account. Neither the Community Facilities District nor the City shall have any pecuniary liability under this Acquisition Agreement for any act or omission of the Community Facilities District or the City, except as set forth in this Section. In no event will an act, or an omission or failure to act, by the Community Facilities District or the City with respect to the sale or proposed sale of the Bonds subject the Community Facilities District or the City to pecuniary liability therefor. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Acquisition Agreement; provided, however, that the Community Facilities District and the City shall not be liable in damages to the Developer. In light of the foregoing, the Developer covenants not to sue for or claim any damages for any alleged breach of, or dispute which arises out of, this Acquisition Agreement. Section 5.5 Force Maieure. Except as may be specifically provided in this Acquisition Agreement, the performance by the Community Facilities District, the City or the Developer of its respective obligations hereunder shall be excused during, and the period of time for OHS West:260430696.6 20 performance of its respective obligations hereunder shall be extended for a period of time equal to, any period of delay caused by reason of (a) acts of God or civil commotion, (b) riots, strikes, picketing or other labor disputes, (c) shortages of materials or supplies, (d) damage to work in progress by reason of fire, floods, earthquakes or other casualty, (e) enactment of laws which prevent or preclude compliance by the Community Facilities District, the City or the Developer with a material provision of this Acquisition Agreement, (f) administrative proceedings challenging the Community Facilities District, the Bonds, this Acquisition Agreement or a Payment Request brought by Persons other than the Community Facilities District, the City or the Developer, or any Affiliate thereof, (g) litigation (including the pendency thereof), brought by Persons other than the Community Facilities District, the City or the Developer, or any Affiliate thereof, including, without limitation, litigation challenging the Community Facilities District, the development of the Property, the Bonds, this Acquisition Agreement, a Payment Request, (h) pendency of initiatives or referenda affecting the Community Facilities District, the development of the Property, the Bonds, this Acquisition Agreement or a Payment Request, or (i) any other cause beyond the reasonable control of the Community Facilities District, the City or the Developer, respectively; provided, however that, as to any party (x) the financial inability of such party itself to perform under this Acquisition Agreement, and (y) the negligence or willful misconduct of such party shall not constitute a permitted delay for purposes of this Section and, provided, further, that any action, omission, or failure to approve a Payment Request or other approval, or the imposition of additional requirements or restrictions in connection therewith by the Community Facilities District or the City, caused by the Developer's actual failure to comply with applicable laws or regulations or the provisions of this Acquisition Agreement (other than an actual failure to comply that results frorn the enactment of laws which prevent or preclude compliance by a party with a material provision of this Acquisition Agreement, administrative proceedings challenging the Community Facilities District, the Bonds, this Acquisition Agreement or a Payment Request or other approval, litigation brought by persons other than a party, or an Affiliate of a party, including without limitation, litigation challenging the Community Facilities District, the development of the Property, the Bonds, this Acquisition Agreement or a Payment Request or other approval, initiative or referenda affecting the Community Facilities District, the development of the Property, the Bonds, this Acquisition Agreement or a Payment Request or other approval), shall not constitute a permitted delay for the Developer for purposes of this Section. If the Community Facilities District, the City or the Developer shall claim that performance of its respective obligations hereunder is excused by a permitted delay pursuant to this Section, such party shall give the other parties hereto written notice of the commencement of such permitted delay within 30 days after first gaining knowledge of such permitted delay. If the Community Facilities District, the City or the Developer shall claim that performance of its respective obligations hereunder is excused by a permitted delay pursuant to this Section, such party's performance shall only be excused during, and the period of time for performance of its obligations hereunder shall only be extended for a period of time equal to, the period of time for which the cause of such permitted delay is in effect and is actually causing a delay in performance by such party of its obligations hereunder. The Community Facilities District, the City and the Developer shall act diligently and in good faith to avoid foreseeable delays in performance and to remove the cause of any permitted OHS West260430696.6 21 delay under this Section or develop a reasonable alternative means of performance of its respective obligations hereunder. OHS West260430696.6 22 ARTICLE VI MISCELLANEOUS Section 6.1 Developer as Independent Contractor. In constructing the Segments, it is mutually understood that the Developer has acted as an independent contractor, and not as an agent of the Community Facilities District or the City. Neither the Community Facilities District nor the City shall have any responsibility for payment to any contractor, subcontractor or supplier of the Developer. Section 6.2 Other Agreements. Nothing contained herein shall be construed as affecting the City's or the Developer's respective duty to perform its respective obligations under other agreements, land use regulations or subdivision requirements relating to the development of the Property, which obligations are and shall remain independent of the Developer's rights and obligations, and the City's rights and obligations, under this Acquisition Agreement; provided, however, that the Developer shall use its reasonable and diligent efforts to perform each and every covenant to be performed by it under any lien or encumbrance, instrument, declaration, covenant, condition, restriction, license, order, or other agreement, the nonperformance of which could reasonably be expected to materially and adversely affect the acquisition, construction and installation of the Segments. Section 6.3 Binding on Successors and Assigns. Neither this Acquisition Agreement nor the duties and obligations of the Developer hereunder may be assigned to any Person other than an Affiliate of the Developer without the written consent of the Community Facilities District and the City, which consent shall not be unreasonably withheld or delayed. Neither this Acquisition Agreement nor the duties and obligations of the City or the Community Facilities District hereunder may be assigned to any Person, without the written consent of the Developer, which consent shall not be unreasonably withheld or delayed. The agreements and covenants included herein shall be binding on and inure to the benefit of any partners, permitted assigns, and successors -in -interest of the parties hereto. Section 6.4 Amendments. This Acquisition Agreement may be amended by an instrument in writing executed and delivered by the Community Facilities District, the City and the Developer. Section 6.5 Waivers. No waiver of, or consent with respect to, any provision of this Acquisition Agreement by a party hereto shall in any event be effective unless the same shall be in writing and signed by such party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. Section 6.6 No Third Party Beneficiaries. No person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Acquisition Agreement (either express or implied) is intended to confer upon any person or entity, other than the Community Facilities District, the City and the Developer (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Acquisition Agreement. OHS West:260430696.6 23 Section 6.7 Notices. Any written notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication to be given hereunder shall be given to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely: Community Facilities District: City of Anaheim Community Facilities District No. 08-1 (Platinum Triangle) c/o City of Anaheim 200 South Anaheim Boulevard Anaheim, California 92805 Attention: Finance Director City: City of Anaheim 200 South Anaheim Boulevard Anaheim, California 92805 Attention: Director of Public Works Developer: Attention: Each such notice, statement, demand, consent, approval, authorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if given by courier or delivery service or if personally served or delivered, upon delivery, (b) if given by telecopier, upon the sender's receipt of an appropriate answerback or other written acknowledgment, (c) if given by registered or certified mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours after such notice is deposited with the United States mail, or (d) if given by any other means, upon delivery at the address specified in this Section. Section 6.8 Attorneys' Fees. If any action is instituted to interpret or enforce any of the provisions of this Acquisition Agreement, the party prevailing in such action shall be entitled to recover from the other party thereto reasonable attorney's fees and costs of such suit (including both prejudgment and postjudgment fees and costs) as determined by the court as part of the judgment. Section 6.9 Jurisdiction and Venue. Each of the Community Facilities District, the City and the Developer (a) agrees that any suit, action or other legal proceeding arising out of or relating to this Acquisition Agreement shall be brought in a state or local court in the County of Orange or in the Courts of the United States of America in the district in which said county is located, (b) consents to the jurisdiction of each such court in any such suit, action or proceeding, and (c) waives any objection that it may have to the laying of venue of any suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Community Facilities District, the City and the Developer agrees that a final and non -appealable judgment in any such action or proceeding shall OHS West:260430696.6 24 be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Section 6.10 Governing Law. This Acquisition Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State. Section 6.11 Usage of Words. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine. Section 6.12 Counterparts. This Acquisition Agreement may be executed in counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the parties hereto have executed this Acquisition Agreement as of the day and year first hereinabove written. CITY OF ANAHEIM COMMUNITY FACILITIES DISTRICT NO. 08-1 (PLATINUM TRIANGLE) IA CITY OF ANAHEIM In [DEVELOPER] IIn OHS West260430696.6 25 EXHIBIT A FACILITIES Segments OHS West: 260430696.6 A-1 Acquisition Cost EXHIBIT B FORM OF PAYMENT REQUEST City of Anaheim Community Facilities District No. 08-1 (Platinum Triangle) [Developer] (the "Developer"), hereby requests payment of the Purchase Price of each Segment described in Attachment A attached hereto. Capitalized undefined terms shall have the meanings ascribed thereto in the Acquisition and Funding Agreement, dated as of , 20 (the "Acquisition Agreement'), by and among the City of Anaheim Community Facilities District No. 08-1 (Platinum Triangle) (the "Community Facilities District'), the City of Anaheim (the "City"), and the Developer. In connection with this Payment Request, the undersigned hereby represents and warrants to the Community Facilities District and the City as follows: 1. The undersigned is a Developer Representative, qualified to execute this request for payment on behalf of the Developer and knowledgeable as to the matters set forth herein. 2. The Developer has submitted or submits herewith to the Director of Public Works as -built drawings or similar Plans and specifications for each Segment described in Attachment A, and such drawings or plans and specifications, as applicable, are true, correct and complete. 3. Each Segment described in Attachment A has been constructed in accordance with the Plans therefor, and in accordance with all applicable City standards and the requirements of the Acquisition Agreement, and the as -built drawings or similar Plans and specifications referenced in paragraph 2 above. 4. The Developer has submitted or submits herewith to the Director of Public Works soils reports and certifications by the Engineer of Record and Surveyor with respect to each Segment described in Attachment A. 5. The true and correct Actual Cost of each Segment described in Attachment A is set forth in Attachment A. 6. The Developer has submitted or submits herewith to the Director of Public Works a copy of each construction contract for each Segment described in Attachment A, a copy of the bid notice for each such contract and a copy of each change order applicable to each such contract, together with the written approval of each such change order by the City Engineer of the City. 7. The Developer has submitted or submits herewith to the Director of Public Works invoices, receipts, worksheets and other evidence of costs for each Segment described in Attachment A, which are in sufficient detail to allow the Director of Public Works to verify the Actual Cost of such Segment and, if any of such invoices, receipts, worksheets or other evidence of costs include costs for facilities other than such Segment, the Developer has submitted or submits herewith to the Director of Public Works a written description as to how the items and amounts in Such invoices, receipts, worksheets and other evidence of costs have been allocated OHS West:260430696.6 B-1 among such other facilities and such Segment, together with evidence that such allocation is appropriate, correct and reasonable. 8. The Developer has submitted or submits herewith to the Director of Public Works evidence that each of the invoices, receipts, worksheets and other evidence of costs referred to in paragraph 6, above, has been paid in full, which evidence is in the form of copies of cancelled checks or such other form as the City Engineer of the City has approved in writing. 9. There has not been filed with or served upon the Developer notice of any lien, right to lien or attachment upon, or claim affecting the right to receive, the payment of the Purchase Price of each Segment described in Attachment A which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen's or mechanics' liens accruing by operation of law. 10. The Developer has submitted or submits herewith to the Director of Public Works copies of unconditional lien releases from all contractors, subcontractors and materialmen for all work with respect to each Segment described in Attachment A, together with the written approval of each such lien release by the City Attorney of the City. 11. No event listed in Section 5.2(a) of the Acquisition Agreement has occurred and is continuing or will occur upon the making of any payment requested hereunder. 12. The representations and warranties of the Developer set forth in Section 4.1 of the Acquisition Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 13. The Developer represents and warrants that, as of the date hereof, there is not present on, under or in any Segment described in Attachment A or the Related Property of such Segment, or any portion thereof, any Hazardous Materials, except for (i) any types or amounts that do not require remediation or mitigation under federal, state or local laws, ordinances, regulations, rules or decisions, (ii) those that have been remediated or mitigated in full compliance with applicable federal, state or local laws, ordinances, regulations, rules or decisions, (iii) those with respect to which ongoing remediation or mitigation is being performed in full compliance with applicable federal, state or local laws, ordinances, regulations, rules or decisions, (iv) any types or amounts that do not present a human health risk or hazard to the public, and (iv) if such Related Property was, at the time of commencement of the acquisition, construction and installation of such Segment, property of the City and, from such time of commencement through and including the date hereof, remained property of the City, those that were present on, under or in such Related Property at such time of commencement 1 hereby declare under penalty of perjury that the above representations and warranties are true and correct. Date: [DEVELOPER] [Name/Title] OHS West:260430696 6 B-2 APPROVAL BY THE DIRECTOR OF PUBLIC WORKS The Director of Public Works has confirmed that each Segment described in Attachment A is Complete and was constructed in accordance with the Plans therefor and the Actual Cost of each Segment described in Attachment A has been reviewed, verified and approved by the Director of Public Works. Payment of the Purchase Price of each such Segment is hereby approved. Date: OHS West:260430696.6 B-3 DIRECTOR OF PUBLIC WORKS OF THE CITY OF ANAHEIM ATTACHMENT A Segment Acquisition Cost Actual Cost Purchase Price* Total Purchase Price to be Paid: *Lesser of Acquisition Cost or Actual Cost OHS West:260430696.6 B-4 EXHIBIT "R" HOUSING INCENTIVES MEMORANDUM EXHIBIT `R" -1- HOUSING INCENTIVES MEMORANDUM WITH HOUSING & COMMUNITY DEVELOPMENT AFFORDABLE RENTAL HOUSING DEVELOPMENT Date of Memorandum. Auqust 19, 2022 Developer Name: Anaheim Real Estate Partners, LLC Developer Address: 2101E Coast Highway Suite 230 Corona Del mar, CA 92625 Project Address 2695 E. Katella Avenue Name of Development: OCvibe Mixed Use Development Project Number of Units. Total Units 195 Affordable Units 195 Type of Development: Apartments XX Low -Income Housing Tax Credit Affordable Program. Density Bonus XX Affordable Rental Housing Option The City of Anaheim may grant a dersity bonus and/or other incentives (collectively referred to as "Housing Incentives") for the development of an Affordable Rental Housing Development (utilizing the provisions of the "Affordable Rental Housing Option" as notated above), pursuant to Chapter 4, Section 65915 of the California Government Code and Title 18, Chapter 18.52 of the Anaheim Municipal Code, as may be amended from time to time. The term "Affordable Rental Housing Development' also refers to the specific project being developed by Anaheim Real Estate Partners, LLC Upon approval of this Housing Incentives Memorandum, the City of Anaheim shall enter into a Housing Incentives Agreement with the developer and/or owner (hereinafter referred to as 'Developer") of the Affordable Rental Housing Development pursuant to the requirements of Chapter 18.52. The parties to this Housing Incentives Memorandum may mutually agree to enter into separate Housing Incentives Agreements for Phase 2 and Phase 3 (as discussed below), or an amended Housing Incentives Agreement if all of the Affordable Rental Housing Development units are cited at an offsite location, as discussed below. This Housing Incentives Memorandum with Housing & Community Development, executed by the Developer and the Anaheim Housing & Community Development Department, shall serve as a memorandum acknowledging the basic terms that will be included in the Housing Incentives Agreement that shall be submitted to the Planning Department by the Developer at the same time the Developer applies for incentives and/or a density bonus per the Housing Incentives Ordinance. Pursuant to Development Agreement No. 2020-00004 between the City of Anaheim and Anaheim Real Estate Partners, LLC, Section 21(e) Owner shall provide Affordable Units as defined in Chapter 18.52 of the Zoning Code and the California Health & Safety Code, as follows: Affordable Housing in Phase 2: City and Owner agree to negotiate in good faith on a Housing Incentives Agreement for Phase 2 to provide for the development of 35 Moderate Income residential units onsite. The Housing Incentives Agreement for Phase 2 shall be completed prior to the approval of the first Final Site Plan for residential units in Phase 2. Affordable Housing in Phase 3: City and Owner agree to negotiate in good faith on a Housing Incentives Agreement for Phase 3 to provide for the development of a total of 160 affordable residential units, including 65 Very Low Income, 65 Low Income, and 30 Moderate Income units on the Property as stipulated in this MOU. The Housing F Ducs APFORU.kRL.E HOUSING DEVEWPNIENT'De%elopment ( Gibe Huiuing lncewiwc NIOU Housing Incentives Memorandum with Housing & Community Development 2695 E. Katella Avenue Page 2 Incentives Agreement for Phase 3 shall be completed prior to the approval of the first Final Site Plan for residential units in Phase 3. iii. Option for Affordable Housing at Offsite Location Owner may, pursuant to requirements of Government Code Section 65915(g)(2)(G) and consistent with Zoning Code chapters/sections 18.52.050 and 18.52.080.0208, request that City approve relocation of all, or a portion of, the affordable housing obligation to a site within the City that is: (1) within '/< mile of the Project boundary; and (2) within or adjacent to the Platinum Triangle ("Offsite Location"). The City may approve or deny such request as part of its consideration of the Housing Incentives Agreement for Phase 2 or Phase 3. In the event that necessary Development Approvals for an Offsite Location require City approval of a General Plan Amendment, Platinum Triangle Master Land Use Plan amendment, or Reclassification to a residential zone, in order to allow multi -family residential development, Owner shall increase the number of affordable housing units to be constructed from 195 units to 225 units, consisting of 65 Very Low Income units, 80 Low Income units and 80 Moderate Income units, equal to 15% of 1,500 total residential units. If the affordable housing is to be constructed on the Offsite Location, all such affordable units are to be completed no later than completion of Phase 3 of the Project. The unit mix and bedroom types shall be provided at a similar mix of units and bedroom types as the market rate units in the project, and shall be subject to approval by the Housing & Community Development Director. Minor Amendments to Housing Incentives Memorandum and Housing Incentives Agreements: City and Owner acknowledge that it may be beneficial to the public interest to allow minor amendments to the Housing Incentives Memorandum and/or approved Housing Incentives Agreements, Minor amendments to the Housing Incentives Memorandums may be approved by the City Manager, or his/her designee, as long as the minor amendments do not reduce the total number of Affordable Units or the number of units provided at Very Low, Low, and Moderate Income levels as specified hereinabove Developer acknowledges that the Housing Incentives Agreement will include, but not be limited to, the following conditions: 1. The Developer shall execute and record against the development site a Housing Incentives Agreement that sets forth the terms and conditions of approval of said Density Bonus. The Housing Incentives Agreement shall be binding on the Developer and all future owners and successors in interest thereof 2. That at least sixty-five (65) units will be restricted to a rent that is affordable for Very -Low Income households (Affordable Units). Affordable Housing Rent is defined pursuant to Section 18.52.020.020 of Chapter 18.52 of the Anaheim Municipal Code, as may be amended from time to time. Affordable Housing Rent shall be calculated as the product of thirty percent (30%) times fifty percent (50%) of the area median income for Orange County adjusted for the appropriate household size for the unit. That at least sixty-five (65) units will be restricted to a rent that is affordable for Lower income households (Affordable Units). Affordable Housing Rent is defined pursuant to Section 18.52.020 020 of Chapter 18.52 of the Anaheim Municipal Code, as may be amended from time to time. Affo,dable Housing Rent shall be calculated as the product of thirty percent (30%) times fifty percent (60%) of Housing Incentives Memorandum with Housing & Community Development 2695 E. Katella Avenue Page 3 the area median income for Orange County adjusted for the appropriate household size for the unit. That at least sixty-five (65) units will be restricted to a rent that is affordable for Moderate income households (Affordable Units). The Very -low and Lower income units will be located in Residential Building No. 5 and the Moderate income units will be dispersed between Residential Buildings 1 through 5. The project will include a daycare facility which shall be located in Building No. 5. Affordable Housing Rent is defined pursuant to Section 18,52.020.020 of Chapter 18 52 of the Anaheim Municipal Code, as may be amended from time to time. Affordable Housing Rent shall be calculated as the product of thirty percent (30%) times fifty percent (110%) of the area median income for Orange County adjusted for the appropriate household size for the unit. The appropriate area median income and household size for the units shall be determined based on the area median income for Orange County as published by the Department of Housing and Urban Development. The affordable rents shall be those rents established and defined by Section 50053 of the California Health and Safety Code. 2022 Affordable Units Schedule Bedroom Number Current Size of Units Affordable Rent Monthly) _ Gross Rents 0 bedroom 16 30% x 50% AMI for Orange County. adjusted $1,042 for household size, divided by 12 _ 0 bedroom 19 30% x 60% AMI for Orange County, adjusted $1,250 for household size, divided by 12 _ 0 bedroom 21 _ 30% x 110% AMI for Orange County, adjusted $2 292 for household size , divided by 12 1 bedroom 38 30% x 50% AMI for Orange County, adjusted $1,191 for household size, divided by 12 _ $1,430 1 bedroom 36 30% x 60% AMI for Orange County, adjusted for household size, divided by 12 1 bedroom 37 30% x 110% AMI for Orange County, adjusted $2,621 for household size, divided by 12 30% x 50% AMI for Orange County, adjusted $1,340 2 bedroom 11 for household size, divided by 12 2 bedroom 10 30% x 60% AMI for Orange County, adjusted $1,608 for household size, diyided_by 12 2 bedroom 7 30% x 110% AMI for Orange County, adjusted $2,948 for household size, divided by 12 Total Units 195 That the Affordable Units shall remain affordable, as calculated per Condition No. 1, for a minimum period of fifty-five (55) years. That the design of the Affordable Rental Housing Development shall comply with the guidelines set forth in the Residential Design Guidelines for Affordable Housing Development produced by the City of Anaheim and any other applicable guidelines adopted by the City from time to time. Housing Incentives Memorandum with Housing & Community Development 2695 E. Katella Avenue Page 4 5. That the Affordable Rental Housing Development will be developed in accordance witl- the Master Site Plan for the OC Vibe Project, as set forth in Exhibit B to Development Agreement No. 2020-00004, and as may be modified in future Final Site Plans approved for the Affordable Rental Housing Development Project. 6. That the Affordable Rental Housing Development will preserve the integrity and character of the property's zoning designation and the General Plan. 7. That the occupancy of each unit in the Affordable Rental Housing Development shall not exceed two (2) persons per bedroom plus one (1). 8. That if Parking Ratios are utilized pursuant to the minimum standards of the California Density Bonus Law or Table 52-1 (Parking Ratios) of Chapter 18.52 of the Anaheim Municipal Code, whichever is less restrictive, the owner of the Affordable Rental Housing Development shall provide a Parking Management Plan, which shall be attached to the Housing Incentives Agreement, The Parking Management Plan shall include: among other things, a map depicting which parking spaces are reserved and which are not. 9. That Chapter 18.52 of the Anaheim Municipal Code, when enacted in conjunction with the provisions of the Affordable Rental Housing Option, allows an Affordable Rental Housing Development to utilize all of the Tier One incentives identified in Chapter 18.52. Any incentives requested for the project in addition to the Tier One incentives are considered a Tier Two incentive and require a Planning Commission Public Hearing. 10. That the Affordable Rental Housing Development shall comply with a written Management Plan, acceptable to the Housing & Community Development Director, which shall be attached to the Housing Incentives Agreement. 1, That the Affordable Rental Housing Development shall comply with the leasing provisions outlined in a Marketing and Tenant Selection Plan provided by the Housing & Community Development Department, which shall be attached to the Housing Incentives Agreement. 12. The Developer shall provide first priority to people who live or work in the city to rent the affordable units. 13. That prior to occupancy of any rental unit, Professional Management shall be provided for all of the units in the Affordable Rental Housing Development. The Professional Management shall manage and maintain the property, monitor the use of parking spaces, and market and select tenants in accordance with the Parking Management Plan required by Condition No. B, the Management Plan required by Condition No. 10, and the Marketing and Tenant Selection Plan required by Condition No. 11. Professional Management shall be on -site for any Affordable Rental Housing Development over sixteen (16) units. 14 That the Affordable Rental Housing Development shall comply with all reporting requirements, including timely submission of annual income recertification of tenants, annual operating budget and any other ongoing compliance related documentation identified andfor required under the Affordable Housing Agreement, 15. That the Affordable Rental Housing Development shall comply with all other regulatory provisions as may be required by other project funding sources. Housing Incentives Memorandum with Housing & Community Development 2695 E. Katella Avenue Page 5 By signing and returning this Housing Incentives Memorandum with Housing & Community Development, as the Developer, I concur and agree to all of the terms and conditions set forth above and agree 'o execute a Housing Incentives Agreement. An By -Z�_ William Foltz, Date Chief Executive Officer Receipt 6CKnowledg !IF �' Z3 z2 By. race Ruiz- tep r Date Housing & Community Development Director EXHIBIT "S" Reserved. EXHIBIT "S" -1- EXHIBIT "T" CFD 08-1 BOUNDARY ANNEXATION EXHIBIT "T" -1- Exhibit T: CFD 08-1 BOUNDARY ANNEXATION „AHEM' E I all- PARKING DECK nrAF PARKING DECNA�' rRA P PRIV TE DRIVE REST MARKET HAW CONCERT II IRSiI OFFICE HALL PARKING DECK C IRRAN (�"i BAHI ggT - �. I PARK I , ENTER ' '\f REST. RESL I HOTEL RAINMENT f 1 DENTIAL pFFN:E ' MEADOW yPUZA EXISTING PARK (� � -PEq �. I HONpA CENTER Y PLAZA (` I( 1 AMPIL RRIDR \ REST. ` ACC WELLNESS PARK / EAR OYEE , `.`l.. I ^�� 1�ka�ARDEN$ PARKNG RESIDE KING LOT , NC EAST / ENTI II !.. DENTIALI RESIDENTIAI RESIDENTIAL LEGEND RESIDENTIAL I EXIS,IWACCBUILDINGSNOTTOBEWCLUDEDIN \ ■ PoL CEO Ml ANNEXATON BOUNDARY EMPLOYEE MA5TER SDE PLAN BDONDAW , PARKING LOT _-- f EXISTING CFD-1 BOUNDARY WITHIN THE 1 ..TEE FLAN PROPOSED CASTER BOUNDARY ANNE%ATION WITHIN THE MASTER RAN EXHIBIT "U" DEPICTION OF MAXIMUM EVENT PERIMETER AND PROPERTY LINE EXHIBIT "U" -I- EXHIBIT "U": DEPICTION OF MAXIMUM EVENT PERIMETER AND PROPERTY LINE TEMPORARY FENCING- MEADOW PARK W-1 ", ilwii_-Ae-j Wit M � .......... 4b Access WgMs • Maximum Event Perimeter Access FlIghl. • Max Perimeter Property Line Note: Meadow Park and Amphitheater Plans are conceptual and subject to change, as are the temporary fence perimeters. EXHIBIT "V" Reserved. EXHIBIT "V" -1- EXHIBIT "W" RIGHT OF WAY DEDICATION AND ABANDONMENT EXHIBIT "W" -1- EXHIBIT 'W' - RIGHT OF WAY DEDICATION AND ABANDONMENT ItdY�RSTPSE 57_ .. ' `` - n ■��� 11 r i� I�/jI' rvi�IL@�On N.T.S. ®PORTION OF DOUGLASS ROAD TO BE ABANDONED. 195,000 S.F. ®PORTION OF RIVER ROAD AND KATELLA TO BE DEDICATED 213,000 S.F. 8/3/2022 oou!BE FUSCOE 16795 �o� i[an•c�. Su•�4 100 Irv:... Cnli6+rnia V)RO! V 9�9 �7� 1920 hr. 9�V �7� Si15 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Ordinance No. 6539 introduced at a regular meeting of the City Council of the City of Anaheim, held on the 27th day of September, 2022, and that the same was duly passed and adopted at a regular meeting of said City Council held on the 4th day of October, 2022, by the following vote of the members thereof: AYES: Mayor Pro Tern O'Neil and Council Members Diaz, Ma'ae, Moreno, Valencia, and Faessel NOES: None ABSENT: None ABSTAIN: None [Mayoral vacancy] IN WITNESS WHEREOF, I have hereunto set my hand this 5th of October. 2022. 1 ITY LERK OF THE CITY OF ANAHEIM (SEAS) CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Ordinance No. 6539 and was published in the Anaheim Bulletin on the 13th day of October, 2022, pursuant to Section 512 of the City Charter of the City of Anaheim. rr CITY CL RK OF THE CITY OF ANAHEIM (SEAL) ANAHEIM BULLETIN CIiv`„S; See Proof on Next Page Anaheim Bulletin 1920 Main St.Suite 225 Irvine,California 92614 (714)796-2209 200 S.Anaheim Blvd., Suite 217 Anaheim,California 92805 AFFIDAVIT OF PUBLICATION STATE OF CALIFORNIA County of Orange County I am a citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the above-entitled matter. I am the principal clerk of the Anaheim Bulletin, a newspaper that has been adjudged to be a newspaper of general circulation by the Superior Court of the County of Orange County, State of California, on December 28, 1951, Case No. A-21021 in and for the City of Irvine , County of Orange County, State of California; that the notice, of which the annexed is a true printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates,to wit: 10/13/2022 I certify (or declare) under the penalty of perjury under the laws of the State of California that the foregoing is true and correct: Executed at Anaheim, Orange County, California, on Date: Oct 13,2022. Signature ORD-6539 Development Agreement (5190168) - Page 1 of 2 SUMMARY PUBLICATION CITY OF ANAHEIM ORDINANCE NO.6539 AN ORDINANCE OF THE CITYCOUNCI LOF THE CITY OF ANAHEIM APPROVING DEVELOPMENTAGREEMENT NO.2020-00004 BY AND BETWEEN THE CITY OF ANAHEIM AND ANAHEIM REAL ESTATE PARTNERS, LLC,AND AUTHORIZING THE MAYOR PRO TEM TO EXECUTE SAID AGREEMENT FOR AND ON BEHALF OF THE CITY (DEVELOPMENT AGREEMENT NO.2020-00004) (D E V 2020-00125) This ordinance approves Development Agreement No. 2020-00004 by and between the City and Anaheim Real Estate Partners, LLC with respect to certain real property generally bounded by State Route 57 (SR-57) to the west, (excluding the parcel at the southwest corner of Katella Avenue and Douglass Road),the Santa Ana River to the east,the confluence of the SR-57 and Santa Ana River to the south,and the Southern California Edison easement to the north in the City of Anaheim,County of Orange,State of California. The Development Agreement,together with certain other entitlements approved by the City Council,approves a Master Site Plan (Miscellaneous Case No.2020-00751) and provides for development of 1,922,776 square feet(s.f.)of commercial uses including entertainment and commercial indoor and outdoor recreation venues (Including new indoor and outdoor live performance theaters, bars and nightclubs, bowling lanes, dancing venues, an amphitheater and outdoor seasonal events), retail, and restaurant uses Including the existing Honda Center; 961,055 s.f.of office uses including the existing Arena Corporate Center; 250,000 s.f. of institutional uses including the existing ARTIC; 1,500 residential dwelling units including 195 affordable dwelling units proposed In connection with a Density Bonus request; parks and open space including a new public park (Meadow Park) and a new privately-owned park, with perpetual public access (Wellness Park); parking areas; pedestrian bridges crossing Katella Avenue and Douglass Road; and, changes to the roadway network (including a new public street between Katella Avenue and Bail Road proposed to be named River Road, the abandonment of Douglass Road between Katella Avenue and Cerritos Avenue and new private streets). I,Theresa Bass,City Clerk of the City of Anaheim,do hereby certify that the foregoing is a summary of Ordinance No. 6539,which ordinance was introduced at a regular meeting of the City Council of the City of Anaheim on the 27th day of September,2022 and was duly passed and adopted at a regular meeting of Said Council on the 4th clay of October,2022 by the following roll call vote of the members thereof: AYES: Mayor Pro Tern O'Neil and Council Members Diaz,Ma'ae,Moreno,Valencia,and Faessel NOES: None ABSENT: None va 8REv] The above summary is a brief description of the subiect matter contained in the text of Ordinance No.6539,which has been prepared pursuant to Section 512 of the Charter of the City of Anaheim.This summary does not include or describe every provision Of the ordinance and should not be relied on as a substitute for the full text of the ordinance. To obtain a copy of the full text of the ordinance, please contact the Office of the City Clerk, (714) 765-5166,between 8:00 AM and 5:00 PM,Monday through Friday There is no charge for the copy. 146934(LM Anaheim Bulletin Published:10/13/22 ORD-6539 Development Agreement (5190168) - Page 2 of 2