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Resolution-PC 2017-009 EXHIBIT “C” DEVELOPMENT AGREEMENT 2015-00001 (DEV2014-00124) Trumark Homes REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY PRIOR TO FINAL TRACT MAP APPROVAL 1All existing structures shall be demolished. The developer shall obtain Public Works a demolition permit from the Building Division. Department, Development Services Division 2Prior to final map approval, the legal property owner shall furnish a Public Works Subdivision Agreement to the City of Anaheim, in a form to be Department, approved by the City Attorney’s Office, agreeing to complete the Development public improvements required as conditions of the map at the legal Services property owner’s expense. Said agreement shall be submitted to and Division approved by the City of Anaheim and shall than be recorded concurrently with the final map. All public improvements shall be constructed within one year of recordation of the final map. 3A maintenance covenant shall be submitted to the Subdivision Section Public Works and approved by the City Attorney's office. The covenant shall include Department, provisions for maintenance of private facilities such as private sewer, Development Private Street, and private storm drain improvements; compliance with Services approved Water Quality Management Plan; and a maintenance exhibit. Division Maintenance responsibilities shall include all drainage devices, parkway landscaping and irrigation on Lewis Street and Mason Lane, the private street name signs and the Private Streets. The covenant shall be recorded concurrently with the final map. 4The final tract map shall be submitted to and approved by the Public Works Department of Public Works and the Orange County Surveyor for Department, technical review and confirmation that all applicable conditions of Development approval have been complied with and then shall be filed in the Office Services of the Orange County Recorder. Division 5The legal property owner shall irrevocably offer to dedicate to the City Public Works of Anaheim an easement of 53 ft. in width from the centerline of Lewis Department, Street, 23’ from centerline of Mason Lane, and an easement for the Development corner cutback right-of-way for road, public utilities, and other public Services purposes.Division PRIOR TO APPROVAL OF FINAL SITE PLANS REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY 6 Architectural plans shall demonstrate that all air conditioning facilities Planning and and other roof- and ground-mounted equipment shall be properly Building shielded from view with roof plans, elevations, and line-of-sight plans. Department, Planning Services Division 7 Plans shall indicate that above-ground utility devices are located on Planning and private property and outside any required setback areas adjacent to Building arterial highways or connector streets.Department, Planning Services Division 8 The developer shall post a security to guarantee the construction of Public Works public works improvements in an amount approved by the City Department, Engineer and in a form approved by the City Attorney. Development Services Division 9 Vehicular access rights to Mason Lane and Lewis Street except at Public Works private street openings, shall be released and relinquished to the City Department, of Anaheim. Development Services Division PRIOR TO ISSUANCE OF DEMOLITION ACTIVITIES OR PERMITS 10 Prior to demolition activities, removal and/or abatement of asbestos Planning and containing building materials, lead based paints, and hazardous Building materials associated with the existing building materials, an Department, investigation shall be conducted by a qualified environmental Planning professional in consultation with the Anaheim Fire Department. An Services asbestos and hazardous materials abatement plan shall be developed Division by the qualified environmental professional, in order to clearly define the scope and objective of the abatement activities. Fire Department 11 Prior to investigations, demolition, or renovation, all activities shall be Planning and coordinated with Dig Alert (811). Building Department, Planning Services Division REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY 12 Prior to issuance of demolition, grading or building permits, the Planning and Property Owner/Developer shall provide to the City a detailed Building Paleontological Resource Impact Management Plan (PRIMP) prepared Department, by a qualified paleontological monitor who has been retained by the Planning Property Owner/Developer to observe subsurface excavations Services exceeding a depth of five feet below surface. (MM PALEO-1) Division PRIOR TO ISSUANCE OF GRADING PERMITS 13 The applicant shall submit to the Public Works Department, Public Works Development Services Division, for review and approval, a Water Department, Quality Management Plan, as described in Drainage Area Management Development Plan for Orange County. Said WQMP shall: Services Division Address Site Design Best Management Practices (BMPs) such as minimizing impervious areas, maximizing permeability, minimizing directly connected impervious areas, creating reduced or “zero discharge” areas, and conserving natural areas. Incorporate applicable Routine Source Control BMPs. Incorporate Treatment Control BMPs. Describe the long-term operation and maintenance, identifies the responsible parties, and funding mechanisms for the Treatment Control BMPs. 14 Prior to issuance of grading permit and right-of-way construction Public Works permit for the storm drain, whichever comes first, a Save Harmless Department, agreement in-lieu of an Encroachment Agreement is required to be Development executed, approved by the City and recorded by the applicant on the Services property for any storm drains connecting to a City storm drain. Division 15 All construction contractors shall comply with South Coast Air Quality Public Works Management District (SCAQMD) regulations, including Rule 403, Department, Fugitive Dust. All grading (regardless of acreage) shall apply best Development available control measures for fugitive dust in accordance with Rule Services 403. To ensure that the Project is in full compliance with applicable Division SCAQMD dust regulations and that there is no nuisance impact off the site, the Property Owner/Developer would be required to implement each of the following: Moisten soil not more than 15 minutes prior to moving soil or conduct whatever watering is necessary to prevent visible dust emissions from exceeding 100 feet in any direction. REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY Apply chemical stabilizers to disturbed surface areas (completed grading areas) within five days of completing grading or apply dust suppressants or vegetation sufficient to maintain a stabilized surface. Water excavated soil piles hourly or covered with temporary coverings. Water exposed surfaces at least twice a day under calm conditions. Water as often as needed on windy days when winds are less than 25 miles per day or during very dry weather in order to maintain a surface crust and prevent the release of visible emissions from the construction site. Wash mudcovered tired and undercarriages of trucks leaving construction sites. Provide for street sweeping, as needed, on adjacent roadways to remove dirt dropped by construction vehicles or mud, which would otherwise be carried off by trucks departing project sites. Securely cover loads with a tight fitting tarp on any truck leaving the construction sites to dispose of debris. Cease grading during period when winds exceed 25 miles per hour. 16 Prior to issuance of demolition, grading or building permits, to avoid Planning and any direct and/or indirect impacts to resident and/or migratory birds, Building Department, the Property Owner/Developer shall indicate on plans that the Project Planning related construction activities will occur outside the avian nesting Services season (February–August). If demolition, grading or construction must Division occur within the nesting season, the Property Owner/Developer shall hire a qualified biologist to perform a preconstruction survey to determine the presence or absence of nesting birds and nesting raptors on or within 500 feet of the construction area. The preconstruction survey shall be conducted no more than 10 calendar days prior to the commencement of demolition, grading or construction. If no active nests are detected or demolition, grading or construction activities occur outside the avian nesting season, no further action is necessary and permits may be issued without biological monitoring requirements. 17Planning and If an active nest is located during preconstruction surveys, the Building Property Owner/Developer shall notify the United States Fish and Department, Wildlife Service (USFWS) and/or the California Department of Fish Planning and Wildlife (CDFW), as appropriate, regarding the status of the nest. REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY Demolition, grading and construction activities shall be restricted as Services necessary to avoid disturbance of the nest until it is abandoned or the Division agencies deem disturbance potential to be minimal. Restrictions may include establishment of exclusion zones (no ingress of personnel or equipment at a minimum radius of 100 feet around an active raptor nest and a 50foot radius around an active migratory bird nest) or alteration of the construction schedule. A biological monitor shall be present during construction activities to maintain the exclusion zones, minimize construction impacts and ensure that no nest is removed or disturbed until all young have fledged. Compliance with the above restrictions shall be indicated on plans prior to issuance of permits. 18 Prior to the issuance of grading permits, a note shall be provided on Planning and project plans indicating that during ongoing grading and construction, Building in the event that buried historic or prehistoric cultural resources are Department, discovered, the Property Owner/Developer will ensure that operations Planning stop in the immediate vicinity of the find and a qualified archaeologist Services shall be consulted to determine whether the resource requires further Division study. The qualified archeologist shall make recommendations to the Lead Agency on the measures that shall be implemented to protect the discovered resources, including but not limited to excavation of the finds and evaluation of the finds in accordance with Section 15064.5 of the CEQA Guidelines. Potentially significant cultural resources consist of but are not limited to stone, bone, fossils, wood, shell, glass, or metal artifacts, and various features including hearths, structural remains, or historic dumpsites. Any previously undiscovered resources found during construction within the Project area shall be recorded on appropriate DPR forms and evaluated for significance in terms of CEQA criteria. (MM CUL-1) 19 The applicant shall demonstrate that coverage has been obtained Public Works under California’s General Permit for Stormwater Discharges Department, Associated with Construction Activity by providing a copy of the Development Notice of Intent (NOI) submitted to the State Water Resources Services Control Board and a copy of the subsequent notification of the Division issuance of a Waste Discharge Identification (WDID) Number. The applicant shall prepare and implement a Stormwater Pollution Prevention Plan (SWPPP). A copy of the current SWPPP shall be kept at the project site and be available for City review on request. 20 Prior to issuance of a grading permit, The Property Owner/Developer Planning and shall provide grading plans to the designated representative of the Building Gabrieleno Band of Mission Indians—Kizh Nation for review. Upon Department, request of the tribal representative, the Property Owner/Developer REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY shall retain a qualified tribal monitor from the Gabrieleno Band of Building Mission Indians—Kizh Nation to work cooperatively with the project Division archaeologist during ground disturbing activities to identify and protect any potential tribal cultural resources discovered on site. (MM TRIBAL -1) 21 The applicant shall submit a Drainage Study prepared by a registered Public Works professional Civil Engineer in the State of California. The Study shall Department, be based upon and reference the latest edition of the Orange County Development Hydrology Manual and the applicable City of Anaheim Master Plan Services of Drainage for the project area. All drainage sub-area boundaries per Division the Master Plan for Drainage shall be maintained. The Study shall include: an analysis of 10-, 25- and 100-year storm frequencies; an analysis of all drainage impacts to the existing storm drain system based upon the ultimate project build-out condition; and address whether offsite and/ or on-site drainage improvements (such as detention/ retention basins or surface runoff reduction) will be required to prevent downstream properties from becoming flooded. 22 The property developer shall submit plans documenting that the Public Works design of all aboveground structures shall be at least one foot higher Department, than the 100-year flood zone, where applicable, unless otherwise Development required by City Engineer. All structures below this level shall be Services flood proofed to prevent damage to property or harm to people. Division 23 That the developer/owner shall submit a set of improvement plans for Public Public Utilities Department Water Engineering Division review and Utilities approval in determining the conditions necessary for providing water Water service to the project. Engineering PRIOR TO ISSUANCE OF BUILDING PERMITS 24 The Property Owner/Developer shall comply with Title 24 of the Planning and California Code of Regulations established by the energy conservation Building standards. The Project Applicant shall incorporate the following in Department, building plans: Building Division Double paned glass or window treatment for energy conservation shall be used in all exterior windows; Buildings shall be oriented north/south where feasible. 25 The property shall enter the Platinum Triangle Community Facilities Public Works District (CFD). To begin the annexation process the applicant shall Department, submit a request to the Public Works Department, Development Development Services Division, requesting to annex the property into the CFD.Services Division REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY 26 The property owner/developer shall submit street improvement for the Public Works required improvements per approved Tentative Tract Map and the Department, requirement of Platinum Triangle Implementation plan on Lewis Street Development and Mason Lane and traffic signal and related traffic circulation Services improvements at the intersection of Lewis Street and the Mason Lane Division to the Public Works Department, Development Services Division for review and approval. This improvement shall be installed and completed prior to final building and zoning inspection. 27 Bonds shall be posted for all related street and traffic improvements, Public Works including, but not limited to, directional signage, striping, and median Department, islands as required for said project. All improvements identified as Development required for the project opening shall be completed prior to final Services building and zoning inspection. Division 28 Plans shall be submitted showing stop control for both access drives at Public Works the connector street. A stop sign shall be installed and stop legend shall Department, be painted on the driveway in the southbound direction at both Development driveways prior to final building and zoning inspection. Subject Services property shall thereupon be developed and maintained in conformance Division with said plans. 29 Prior to approval of permits for improvement plans, the property Public owner/developer shall coordinate with Electrical Engineering to Utilities, establish electrical service requirements and submit electric system Electrical plans, electrical panel drawings, site plans, elevation plans, and related Engineering technical drawings and specifications. 30 If determined by City of Anaheim Public Utilities, the legal owner shall Public post an electrical performance bond as determined by Public Utilities.Utilities, Electrical Engineering 31 Prior to connection of electrical service, the legal owner shall provide Public to the City of Anaheim a Public Utilities easement with dimensions as Utilities, shown on the approved utility service plan. Electrical Engineering 32 Prior to commencement of structural framing, fire hydrants shall Fire be installed and charged as required and approved by the Fire Department Department. 33 Fire hydrants shall meet minimum Fire Department Specifications Fire and Requirements for spacing, distance to structure and available Department fire flow. REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY 34 One of the two required water connections shall be a minimum of 12-Public inch diameter and extended on site to the project’s east property line.Utilities Said 12-inch main shall be stubbed out at the east property line for Water future connection and extension into the parcel to the east of the Engineering project site. The developer/owner shall dedicate a 20 foot wide easement over said main & stub-out to the Water Department. 35 That all backflow equipment shall be located above ground outside of Public the street setback area in a manner fully screened from all public Utilities streets and alleys. Any backflow assemblies currently installed in a Water vault will have to be brought up to current standards. Any other large Engineering water system equipment shall be installed to the satisfaction of the Public Utilities Department Water Engineering Division outside of the street setback area in a manner fully screened from all public streets and alleys. Said information shall be specifically shown on plans and approved by Water Engineering and Cross Connection Control Inspector. 36 That water submetering shall be furnished and installed by the Public Owner/Developer and a water submeter shall be installed to each Utilities individual unit. Provisions for the ongoing maintenance and operation Water (including meter billing) of the submeters shall be the responsibility Engineering of the Owner/Developer and included and recorded in the Master CC & Rs for the project. 37 That all requests for new water services, backflow equipment, or fire Public lines, as well as any modifications, relocations, or abandonments of Utilities existing water services, backflow equipment, and fire lines, shall be Water coordinated and permitted through Water Engineering Division of the Engineering Anaheim Public Utilities Department. 38 That all existing water services and fire services shall conform to Public current Water Services Standard Specifications. Any water service Utilities and/or fire line that does not meet current standards shall be upgraded Water if continued use if necessary or abandoned if the existing service is no Engineering longer needed. The owner/developer shall be responsible for the costs to upgrade or to abandon any water service or fire line. 39 The Owner shall irrevocably offer to dedicate to the City of Anaheim Public (i) an easement for all large domestic above-ground water meters and Utilities fire hydrants, including a five (5)-foot wide easement around the fire Water hydrant and/or water meter pad. (ii) a twenty (20) foot wide easement Engineering for all water service mains and service laterals all to the satisfaction of the Water Engineering Division. The easements shall be granted on the Water Engineering Division of the Public Utilities REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY Department’s standard water easement deed. The easement deeds shall include language that requires the Owner to be responsible for restoring any special surface improvements, other than asphalt paving, including but not limited to colored concrete, bricks, pavers, stamped concrete, decorative hardscape, walls or landscaping that becomes damaged during any excavation, repair or replacement of City owned water facilities. Provisions for the repair, replacement and maintenance of all surface improvements other than asphalt paving shall be the responsibility of the Owner and included and recorded in the Master CC & Rs for the project. 40 That the developer/owner shall submit a water system master plan, Public including a hydraulic distribution network analysis, for Public Utilities Utilities Water Engineering Division review and approval. The Water master plan shall demonstrate the adequacy of the proposed on-site Engineering water system to meet the project’s water demands and fire protection requirements. 41 That the developer/owner shall submit to the Public Utilities Public Department Water Engineering Division an estimate of the maximum Utilities fire flow rate and maximum day and peak hour water demands for the Water project. This information will be used to determine the adequacy of Engineering the existing water system to provide the estimated water demands. Any off-site water system improvements required to serve the project shall be done in accordance with Rule No. 15A.6 of the Water Utility Rates, Rules, and Regulations. 42 That water improvement plans shall be submitted to the Public Public Utilities Department Water Engineering Division for approval and a Utilities performance bond in the amount approved by the City Engineer and Water form approved by City Attorney shall be posted with the City of Engineering Anaheim. 43 That individual water service and/or fire line connections will be Public required for each parcel or residential, commercial, industrial unit per Utilities Rule 18 of the City of Anaheim’s Water Rates, Rules and Water Regulations. Engineering 44 Applicant shall contact the Public Utilities Department Water Public Engineering Division for recycled water system requirements and Utilities specific water conservation measures to be incorporated into the Water building and landscape construction plans. Engineering 45 A minimum of two connections to public water mains and a public Public water main looping inside the project are required: (i) connection to Utilities REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY 14-inch main on Lewis Street and the developer/owner shall dedicate Water a minimum of 20 foot wide easement and (ii) connection to 12-inch Engineering main on Mason Lane. 46 Lewis Street involves a number of existing utility lines and the 14-Public inch main (steel pipe) is located between AT&T duct bank and high Utilities pressurized gas line; the developer/owner shall pothole the Water connection point during design phase to verify adequate clearance to Engineering meet City’s connection requirements. The developer/owner may be required to relocate the existing utility line(s) (i.e. AT&T duct bank and/or high pressurized gas line) in order to perform the connection. 47 The public main within the project boundary will only be allowed on Public the looped street, and will not be allowed on any private alleys, Utilities paseos, or cul-de-sacs with dead ends. Water Engineering Additionally, all public water services/meters shall be installed behind curb, along the main looped street. 48 A 20-foot wide easement shall be provided over the water main Public connection to Lewis Street currently routed between Units 7 and 8.Utilities No building footings or overhangs will be allowed within said Water easement. Additionally, no block walls or footing will be allowed to Engineering cross over the public water main. PRIOR TO FIRST FINAL BUILDING AND ZONING INSPECTION 49 Fire lanes shall be posted with “No Parking Any Time.” Said Public Works information shall be specifically shown on plans submitted for building Department, permits. Development Services Division 50 Prior to occupancy, the legal owner shall install street lights as Public determined and planned by Public Utilities. The legal owner shall post Utilities, a bond for street lighting as determined by Public Utilities per Rule 24 Electrical front foot fees. Engineering 51 Applicant must demonstrate that all structural BMP’s described in the Public Works Project WQMP have been constructed and installed in conformance Department, with approved plans and specifications. Development Services Division REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY 52 All public improvements shall be constructed by the developer and Public Works accepted by Construction Services prior to final building and zoning Department, inspections. Development Services Division ONGOING DURING PROJECT CONSTRUCTION 53 Ongoing during grading and construction, if any inadvertently Planning and discovered resources are determined to be unique or significant Building resources as defined under Section 15064.5 of the CEQA Guidelines, Department, mitigation measures shall be identified by the archaeological monitor Planning and recommended to the Lead Agency. Examples of appropriate Services mitigation measures for significant resources may include avoidance Division or capping, incorporation of the site in green space, parks, or open space, or data recovery excavations of the finds. (MM CUL-2) 54 Ongoing during grading and construction, no further grading shall Planning and occur in the area of any inadvertent discovery until the Lead Agency Building approves the measures to protect these resources. Any archaeological Department, artifacts recovered as a result of mitigation shall be donated to a Planning qualified scientific institution approved by the Lead Agency where Services they would be afforded longterm preservation to allow future Division scientific study. (MM CUL-3) 55 Ongoing during grading and construction, in the event of an accidental Planning and discovery or recognition of any human remains, the Property Building Owner/Developer shall be required to follow Public Resource Code Department, (PRC) Section 5097.98. In this instance, once Project related Planning earthmoving begins and if there is accidental discovery or recognition Services of any human remains, the following steps shall be taken: Division 1. The Property Owner/Developer will ensure that there shall be no further excavation or disturbance of the site or any nearby area reasonably suspected to overlie adjacent human remains until the County Coroner is contacted to determine if the remains are Native American and if an investigation of the cause of death is required. If the coroner determines the remains to be Native American, the coroner shall contact the NAHC within 24 hours, and the NAHC shall identify the person or persons it believes to be the “most likely descendant” of the deceased Native American. The most likely descendant may make recommendations to the Property Owner/Developer and/or the person responsible for the excavation work, for means of treating or disposing of, with appropriate dignity, the human remains and any associated grave goods as provided in PRC Section 5097.98, or REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY 2. Where the following conditions occur, the Property Owner/Developer or his/her authorized representative shall rebury the Native American human remains and associated grave goods with appropriate dignity either in accordance with the recommendations of the most likely descendent or on the Project area in a location not subject to further subsurface disturbance: The NAHC is unable to identify a most likely descendent or the most likely descendent failed to make a recommendation within 48 hours after being notified by the commission; The descendent identified fails to make a recommendation; or The Property Owner/Developer or his authorized representative rejects the recommendation of the descendent, and the mediation by the NAHC fails to provide measures acceptable to the Property Owner/Developer. 56 During demolition, grading, and excavation, workers shall comply Planning and with the requirements of Title 8 of the California Code of Regulations, Building Section 1529, which provides for exposure limits, exposure Department, monitoring, respiratory protection, and good working practices by Building workers exposed to asbestos. Asbestoscontaminated debris and other Division wastes shall be managed and disposed of in accordance with the applicable provision of the California Health and Safety Code. 57 During demolition, grading, and excavation, workers shall comply Planning and with the requirements of Title 8 of the California Code of Regulations, Building Section 1532.1, which provides for exposure limits, exposure Department, monitoring, respiratory protection, and good working practice by Building workers exposed to lead. Leadcontaminated debris and other wastes Division shall be managed and disposed of in accordance with the applicable provision of the California Health and Safety Code. 58 Ongoing during grading and construction, the Property Public Works Owner/Developer shall be responsible for requiring contractors to Department, ensure that all offroad construction equipment in excess of 150 Development horsepower used onsite is equipped with engines meeting the United Services States Environmental Protection Agency (EPA) Tier III offroad Division engine emission standards, and note as such on the plans. (MM AQ-1) 59 Visual inspections for areas of impact to soil shall be conducted during Public Works site grading. If unknown or suspect materials are discovered during Department, construction by the contractor that are believed to involve hazardous Development wastes or materials, the contractor shall: REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY Services Immediately stop work in the vicinity of the suspected contaminant, removing workers and the public from the area; Division Notify the City Engineer and Anaheim Fire Department; Secure the area(s) in question; and Implement required Fire corrective actions, including remediation if applicable. Department 60 Ongoing during grading, demolition, and construction, the Property Planning and Owner/Developer shall be responsible for requiring contractors to Building implement the following measures to limit constructionrelated noise: Department, The construction contractor shall ensure that all equipment Planning driven by internal combustion engines shall be equipped with Services mufflers, which are in good condition and appropriate for the equipment. The construction contractor shall ensure that unnecessary idling of internal combustion engines (i.e., idling in excess of 5 minutes) is prohibited. The construction contractor shall utilize “quiet” models of air compressors and other stationary noise sources where technology exists. The construction contractor shall ensure that stationary noise generating equipment be located as far as practicable from sensitive receptors and placed so that emitted noise is directed away from adjacent sensitive receptors. The construction contractor shall ensure that the construction staging areas shall be located to create the greatest feasible distance between the staging area and noisesensitive receptors nearest the Project site. All onsite demolition and construction activities, including deliveries and engine warmup, shall be restricted to the hours between 7:00 a.m. and 7:00 p.m., daily. (MM NOI-1) 61 Ongoing during grading and construction, the Property Planning and Owner/Developer shall halt or divert excavations within a 50foot Building radius of an inadvertent find of fossils or fossil bearing deposits Department, discovered during construction activities at a depth of less than five Planning feet below surface and retain a qualified paleontologist to examine the Services discovery. The paleontologist shall document the discovery in Division accordance with Society of Vertebrate Paleontology \[1995\] standards, evaluate the potential resource, and assess the significance of the find under the criteria set forth in CEQA Guidelines Section 15064.5. Further excavation within the 50foot radius of the find shall not recommence until the paleontologist has completed this assessment and notified the appropriate agencies to determine procedures that shall REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY be followed. If the Property Owner/Developer determines that avoidance is not feasible, the paleontologist shall prepare an excavation plan which shall mitigate the effect of construction activities on the discovery. The plan shall be submitted to the City of Anaheim for review and approval prior to implementation. (MM PALEO-2) 62 An all-weather access road as approved by the Fire Department shall Fire be provided during construction. Department 63 Emergency vehicular access shall be provided and maintained in Fire accordance with Fire Department Specifications and Requirements. Department ONGOING DURING PROJECT OPERATION 64The applicant shall distribute the written disclaimer to prospective Planning and buyers/lessees indicating that they are purchasing/leasing property that Building is within close proximity to Angel Stadium of Anaheim, The City Department, National Grove of Anaheim and Honda Center and that the nature of Planning these venues includes potentially audible noise (such as crowd noise, Services vehicular traffic noise, fireworks, and amplified sound) during events, Division and traffic delays during event times. 65The property owner/developer shall not provide “event parking” for Planning and Honda Center, The City National Grove of Anaheim or Angel Stadium Building of Anaheim unless approved by the City. Department, Planning Services Division 66All dwelling units within the project shall be used for permanent Planning and residency. Rental or occupancy of entire units for less than 30 days Building shall be prohibited. Department, Planning Services Division 67Curbs adjacent to the drive aisles shall be painted red to prohibit Public Works parallel parking in the drive aisles. Red curb locations Department, shall be clearly labeled on building plans. Development Services Division 68Compliance with AMC 6016, the Anaheim Public Safety Radio Police System Coverage Ordinance is required. To request a copy of the Department REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY ordinance, contact Officer Berger at (714) 765-3859 or mberger@anaheim.net. A copy of the ordinance can also be viewed/download online through the City of Anaheim web site under “City Records”: http://www.anaheim.net/. 69File Emergency Listing Card, Form APD-281, with the Police Police Department, available at the Police Department front counter, or it can Department be downloaded from the following web site: http://www.anaheim,net/article.asp?id=678. This card should include on and off site property management contact information for regular business hours as well as emergency after hours contacts. 70Numbers should face the street to which the structure is addressed. Police Numbers are not to be visible from ground level. A complex map shall Department be provided in electronic form to the Anaheim Police Department. This map can be emailed to mberger@anaheim.net. 71“No Trespassing 602(k) P.C.” posted at the entrances of parking Police lots/structures and located in other appropriate places (i.e., Resident Department gathering points and access points, bicycle parking, etc.) Signs must be at least 12” wide x 24” high in overall size, with white background and black 2” lettering. All entrances to parking areas should be posted with appropriate signs per 22658(a) C.V.C. to assist in removal of vehicles at the property owner’s/manager’s request. 72The Owner shall be responsible for restoring any special surface Public improvements, other than asphalt paving, within any right-of-way, Utilities public utility easement or City easement area including but not limited Water to colored concrete, bricks, pavers, stamped concrete, walls, decorative Engineering hardscape or landscaping that becomes damaged during any excavation, repair or replacement of City owned water facilities. Provisions for maintenance of all said special surface improvements shall be included in the recorded Master C, C & R’s for the project and the City easement deeds. GENERAL 73 Vehicle gates shall not be installed across the project driveways or Public Works access roads without providing a vehicle turnaround area to the Department, satisfaction of the City Engineer. Development Services Division 74 REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY 75 Permanently installed wood burning devices into any new Planning and development shall be prohibited. A wood burning device means any Building Department, fireplace, wood burning heater, or pelletfueled wood heater, or any Planning similarly enclosed, permanently installed, indoor or outdoor device Services burning any solid fuel for aesthetic or spaceheating purposes, which Division has a heat input of less than one million British thermal units per hour. 76 The Property Owner/Developer shall contact the Air Quality Planning and Building Management District (AQMD) at (800) 2887664 for potential Department, additional conditions of development or for additional permits required Planning by the AQMD. Services Division 77 A minimum of two connections to public water mains and a public Public water main looping inside the project are required. Utilities Water Engineering 78 The following minimum horizontal clearances shall be maintained Public between proposed water main and other facilities: Utilities Water Engineering 10-feet minimum separation (outside wall-to-outside wall) from sanitary sewer mains and laterals 5-feet minimum separation from all other utilities, including storm drains, gas, and electric 5-feet minimum separation from all above ground features and/or structures 6-feet minimum separation from curb face 10-feet minimum separation from trees, structures and footings 79 No public water main or public water facilities shall be installed in Public private alleys or paseo areas. Utilities Water Engineering 80 No public water mains or laterals allowed under parking stalls or Public parking lots. Utilities Water Engineering 81 All fire services 2-inch and smaller shall be metered with a UL listed Public meter, Hersey Residential Fire Meter with Translator Register, no Utilities equals. REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY Water Engineering 82 The property owner developer shall be responsible for compliance with Planning and and any direct costs associated with the monitoring and reporting of all Building mitigation measures set forth in the attached Mitigation Monitoring Department, and Reporting Plan (MMP) No. 339, established by the City of Planning Anaheim as required by Section 21081.6 of the Public Resources Code Services to ensure implementation of those identified mitigation measures Division within the timeframes identified in the measure. MMRP No. 339 is made a part of these conditions of approval by reference. 83 The applicant is responsible for paying all charges related to the Planning and processing of this discretionary case application within 30 days of the Building issuance of the final invoice or prior to the issuance of building permits Department, for this project, whichever occurs first. Failure to pay all charges shall result in delays in the issuance of required permits or may result in the Planning revocation of the approval of this application. Services Division 84 The project is expressly conditioned upon the applicant’s indemnifying Planning and and holding harmless the City, its agents, officers, council members, Building employees, boards, commissions and their members and the City Department; Council from any claim, action or proceeding brought against any of City the foregoing individuals or entities, the purpose of such litigation Attorney’s being to attack, set aside, void or annul any approval of the application Office or related decision, or the adoption of any environmental documents which relates to the approval of the Proposed Actions. This indemnification shall include, but is not limited to, all reasonable damages, costs, expenses, attorney fees or expert witness fees that may be awarded to the prevailing party, and costs of suit, attorneys' fees, and other costs, liabilities and expenses arising out of or in connection with the approval of the application or related decision, whether or not there is concurrent, or passive negligence on the part of the City, its agents, officers, council members, employees, boards, commissions and their members and the City Council. The property owner/developer shall have the right to select legal counsel. The City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City’s defense, and the applicant shall reimburse the City for any costs and expenses reasonably incurred by the City in the course of the defense. No later than 30 (thirty) days following the City Council's adoption of the Ordinance adopting Development Agreement No. 2015-00001, the REVIEW SIGNED NO. CONDITIONS OF APPROVALBYOFF BY legal property owner shall provide a letter to the City satisfactory to the City Attorney's Office memorializing the foregoing. RECORDING REQUESTED BY AND, WHEN RECORDED, RETURN TO: City of Anaheim c/o City Clerk P.O. Box 3222 Anaheim, California 92805 _____________________________________________________________________________ (Space Above Line For Recorder's Use) DEVELOPMENT AGREEMENT NO. 2016-00004 BETWEEN CITY OF ANAHEIM AND TRUMARK HOMES, LLC DEVELOPMENT AGREEMENT NO. BETWEEN THE CITY OF ANAHEIM AND TRUMARK HOMES, LLC TABLE OF CONTENTS RECITALS Section 1. DEFINITIONS 1.1 Assessment District 1.2 Authorizing Ordinance 1.3 CITY 1.4 CITY Agency or CITY Agencies 1.5 Development 1.6 Development Agreement Date 1.7 Development Agreement Statute 1.8 Development Approvals 1.9 Enabling Ordinance 1.10 Existing Land Use Regulations. 1.11 Final Site Plan 1.12 Gross Floor Area/GFA 1.13 Interim Development Fee 1.14 Mortgage 1.15 Mortgagee 1.16 Owner 1.17 Parking Areas 1.18 Permitted Development 1.19 Platinum Triangle Area 1.20 Procedures Resolution 1.21 Project 1.22 Property 1.23 Public Improvements 1.24 Storm-water Management Improvements 1.25 Term 1.26 Zoning Code Section 2. TERM Section 3. BINDING COVENANTS Section 4. EFFECT OF AGREEMENT Section 5. PROJECT LAND USES Section 6. PERMITTED BUILDING 6.1Description of Permitted Development 6.2Parking Areas Section 7. DENSITY OF PERMITTED DEVELOPMENT Section 8. ENFORCEMENT Section 9. PUBLIC IMPROVEMENTS AND SERVICES 9.1 General 9.2 Public Park 9.3 Utilities (Water, Electrical, Gas, Sewer, & Drainage) 9.3.1 Water Service 9.3.2 Sanitary Sewer and Storm Drains 9.4 Timing, Phasing and Sequence of Public Improvements and Facilities 9.5 Traffic Circulation Improvements 9.6 Maintenance and Operation of Public Improvements by OWNER and Successors 9.7 Permits to Enter CITY Property Section 10. REIMBURSEMENT PROVISION Section 11. DEDICATIONS AND EXACTIONS Section 12. FEES, TAXES AND ASSESSMENT 12.1 Fees, Taxes and Assessments 12.2 Platinum Triangle Interim Development Fees 12.2.1 Electrical Utilities Undergrounding Fee 12.2.2 General Plan and Environmental Processing Fee 12.2.3 Library Facilities Fee 12.3 Excluded Development Fees 12.3.1 Water Utilities Fees 12.3.2 Electrical Utilities Fees 12.3.3 City Processing Fees 12.4 Platinum Triangle Infrastructure and/or Maintenance Assessment District 12.5 Accounting of Funds 12.6. Imposition of Increased Fees, Taxes or Assessments Section 13. COVENANTS, CONDITIONS AND RESTRICTIONS Section 14. NEXUS/REASONABLE RELATIONSHIP CHALLENGES Section 15. TIMING OF DEVELOPMENT Section 16. EXISTING USES Section 17. FUTURE APPROVALS 17.1 Basis for Denying or Conditionally Granting Future Approvals 17.2 Standard of Review 17.3 Future Amendments to Final Site Plan Section 18. AMENDMENT 18.1 Initiation of Amendment 18.2 Procedure 18.3 Consent 18.4 Amendments 18.5 Effect of Amendment to Development Agreement Section 19. RESOLUTION OF INTENT AND USES FOR THE PROPERTY 19.1 Non-Cancellation of Rights Section 20. BENEFITS TO CITY Section 21. BENEFITS TO OWNER Section 22. UNDERTAKINGS AND ASSURANCES CONTEMPLATED AND PROMOTED BY DEVELOPMENT AGREEMENT STATUTE Section 23. RESERVED AUTHORITY 23.1 State and Federal Laws and Regulations 23.2 Model Codes 23.3 Public Health and Safety Section 24. CANCELLATION 24.1 Initiation of Cancellation 24.2 Procedure 24.3 Consent of Owner and City Section 25. PERIODIC REVIEW 25.1 Time for Review 25.2 OWNER's Submission 25.3 Findings 25.4 Initiation of Review by City Council Section 26. EVENTS OF DEFAULT 26.1 Defaults by OWNER 26.1.1 Default 26.1.2 Notice of Default 26.1.3 Termination for Failure to Cure Default 26.1.4 Specific Performance Remedy 26.2 Default by CITY 26.2.1 Notice of Default 26.2.2 Specific Performance and Mandamus Section 27. MODIFICATION OR TERMINATION 27.1 Notice to OWNER 27.2 Public Hearing 27.3 Decision 27.4 Implementation 27.5 Schedule for Compliance Section 28. ASSIGNMENT 28.1 Right to Assign 28.2 Release upon Transfer Section 29. NO CONFLICTING ENACTMENTS Section 30. GENERAL 30.1 Force Majeure 30.2 Construction of Development Agreement 30.3 Severability 30.4 Hold Harmless Agreement 30.5 Cooperation in the Event of Legal Challenge 30.6 Public Agency Coordination 30.7 Initiative Measures 30.8 No Waiver 30.9 Authority to Execute 30.10 Notice 30.10.1 To Owner 30.10.2 To CITY 30.11 Captions 30.12 Consent 30.13 Further Actions and Instruments 30.14 Subsequent Amendment to Authorizing Statute 30.15 Governing Law 30.16 Effect on Title 30.17 Mortgagee Protection 30.18 Notice of Default to Mortgagee, Right of Mortgagee to Cure 30.19 Bankruptcy 30.20 Disaffirmance 30.21 No Third Party Beneficiaries 30.22 Project as a Private Undertaking 30.23 Restrictions 30.24 Recitals 30.25 Recording 30.26 Title Report 30.27 Entire Agreement 30.28 Successors and Assigns 30.29 OWNER’s Title of Property 30.30 Recitals and Exhibits 30.31 Organization and Standing of Owner 30.32 Authorization and Consents 30.33 Time of the Essence LIST OF EXHIBITS Exhibit "A" Legal Description of the Property Exhibit "B" Final Site Plan Exhibit “C” Conditions of Approval Exhibit “D" Platinum Triangle Interim Development Fees Exhibit “D-1” Electrical Utilities Undergrounding Fee Exhibit “D-2" General Plan and Environmental Processing Fee Exhibit “D-3" Library Facilities Fee Exhibit "E" Development Requirements and Maintenance Obligations Exhibit "F" Preliminary Title Report DEVELOPMENT AGREEMENT NO. 2016-00004 BETWEEN THE CITY OF ANAHEIM AND TRUMARK HOMES, LLC This Development Agreement is entered into this day of , 2017, 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 (hereinafter "CITY") and TRUMARK HOMES, LLC, a California limited liability company (hereinafter "OWNER"), pursuant to the authority set forth in Article 2.5 of Chapter 4 of Division l of Title 7, Sections 65864 through 65869.5 of the California Government Code (the "Development Agreement Statute"), the CITY’s inherent power as a charter city, and the Development Agreement Act implementing procedures adopted by the CITY in Resolution No. 82R-565 (the “Procedures Resolution”). 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. CITY 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. C. 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. 1 D. 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. E. CITY desires that 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 (hereinafter called “The Platinum Triangle Area") be developed as a combination of high quality industrial, office, commercial and residential uses, as envisioned in the General Plan Amendment. F. 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. G. 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 (PTMU) Overlay Zone (hereinafter the “PTMU Overlay Zone”) consisting of approximately three hundred and eighty-nine 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. H. 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. I. On October 26, 2010, the Anaheim City Council adopted General Plan Amendment No. 2008-00471, approved an amendment to the Platinum Triangle Master Land Use Plan (Miscellaneous Case No. 2007-00188), and certified Final Supplemental Environmental Impact Report No. 2008-00339 (“FSEIR No. 339”), to increase the maximum number of dwelling units permitted within the PTMU Overlay Zone to 18,909 dwelling units, to increase the maximum number of commercial square footage to 4,909,682, to increase the maximum number of office square footage to 14,340,522, and to increase the maximum number of square feet of institutional land uses to 1,500,000 square feet. J. On December 18, 2012, the City Council adopted General Plan Amendment No. 2012-00486 and approved amendments to the Platinum Triangle Master Land Use Plan (“Miscellaneous Case No. 2012-00559”) and the PTMU Overlay Zone (“Zoning Code 2 Amendment No. 2012-00107”) to reduce the maximum number of office square footage to 14,131,103, to reduce the maximum number of commercial square footage to 4,795,111, and to increase the maximum number of dwelling units in the PTMU Overlay Zone to 18,988, and to amend various other provisions of the General Plan. K. On October 21, 2014, the Anaheim City Council adopted General Plan Amendment No. 2014-00495 to permit an increase in the allowable number of residential dwelling units from 350 to 389 for a master planned mixed use project on a 4.13 acre (approximate) parcel commonly known as 1005-1105 East Katella Avenue. Thereafter, to be consistent with General Plan Amendment No. 2014-00495, the Anaheim City Council adopted Ordinance No. 6309 on November 18, 2014, which had the effect of increasing the maximum square footage for commercial uses within the Katella District of the PTMU Overlay Zone to 634,643 square feet, resulting in an aggregate increase in the square footage for commercial uses within the PTMU Overlay Zone to 4,795,111. Ordinance No. 6309 also had the effect of increasing the maximum number of housing units within the PTMU Overlay Zone to 18,999. Subsequent to the adoption of this Ordinance, the City Council adopted Ordinance No. 6319 on April 7, 2015, which had the effect of establishing (1) the maximum square footage for commercial uses within the Katella District as 658,043 square feet, (2) the maximum square footage for commercial uses within the PTMU Overlay Zone, as a whole, as 4,735,111, and (3) the maximum number of housing units within the PTMU Overlay Zone as 19,027. L. On October 20, 2015, the City Council adopted Ordinance No. 6344 to amend the Platinum Triangle Mixed Use Overlay Zone to (1) modify the requirement for ground floor commercial uses on Market Street, (2) clarify that ground floor commercial uses are required on Gene Autry Way east of Union Street, and (3) expand the size of the Gene Autry District from 33 acres to 43 acres as part of a revised project design for the “A-Town” Project located at State College Boulevard immediately north of Gene Autry Way. M. On June 14, 2016, the City Council approved General Plan Amendment No. 2015- 00506 to amend the Land Use, Green and Circulation Elements of the General Plan to reflect the relocation of a proposed public park and proposed street alignment as part of the “Jefferson Stadium Park” project located at the southwest corner of State College Boulevard and Gene Autry Way. An amendment to the PTMLUP was also approved to reflect these changes. N. On October 18, 2016, the City Council approved General Plan Amendment No. 2015-00504 to revise Table LU-4, General Plan Density Provisions for Specific Areas of the City, to modify the density provisions for properties within the Platinum Triangle area that are designated for mixed-use land use, to reduce the maximum number of dwelling units from 19,027 to 17,348 units; to increase the maximum square feet of commercial space from 4,735,111 to 4,782,243; and to reduce the maximum amount of office space from 9,652,747 to 9,180,747 square feet. In addition, modifications to the Land Use Plan (Figure LU-4), Existing and Planned Bicycle Facilities (Figure C-5) and Green Plan (Figure G5) of the Anaheim General Plan were approved to remove the designation of a public park on the Project Site as part of the “LT Platinum” project located at the northeast corner of State College Boulevard and Orangewood Avenue. Thereafter, to be consistent with General Plan Amendment No. 2015-00504, the 3 Anaheim City Council adopted Ordinance No. 6386 on October 25, 2016, which had the same effect. O. OWNER represents that it is under contract to acquire fee title to the Property and thus has an equitable interest in the Property, which is located in The Platinum Triangle and zoned PTMU Overlay. P. OWNER desires to develop the Property in accordance with the provisions of this Development Agreement by developing a total of 153 single-family attached, for-sale residential townhomes, including but not limited to on-site and off-site improvements, as more particularly set forth in the Final Site Plan (hereinafter referred to as the "Project"). Q. Pursuant to Section 18.60 of the Anaheim Municipal Code, OWNER has requested a series of actions (collectively, the "Development Approvals") to enable the OWNER to develop the Project, including: 1. General Plan Amendment No. 2015-00503 to designate the Property from the Low Density Office land use designation to the Mixed-Use land use designation; 2. Zoning Code Amendment No. 2015-00127 to amend Chapter 18.20 of the Anaheim Municipal Code to reflect the addition of the “Lewis” Mixed Use Overlay Zone District; 3. Miscellaneous Case No. 2016-00636 to amend the Platinum Triangle Master Land Use Plan to create the “Lewis” Mixed Use Overlay Zone District; 4. Conditional Use Permit No. 2016-05877 to modify development standards to permit setbacks between buildings that are less than required by the Zoning Code; 5. This Development Agreement No. 2016-00004 in order to provide for the development of the Project and certain vested development rights in connection therewith; 6. Tentative Tract Map No. 17994 to subdivide the site into 31 numbered lots for condominium purposes, which will also establish the alignment and configuration of internal private streets; 7. Final Site Plan No. 2015-00001, attached hereto as Exhibit B and incorporated herein by this reference, to permit 153 single-family attached residential units with private open space recreation areas; and 8. Initial Study/Mitigated Negative Declaration. R. 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 4 18.20.010.020 of the Anaheim Municipal Code, and finds that the Project will accomplish said goals and objectives. S. The City Council, as duly recommended by the Planning Commission, adopted Ordinance No. 6193 on November 9, 2010, reclassifying the property in The Platinum Triangle, including the Property, into the PTMU Overlay Zone. T. Pursuant to the Final Site Plan, OWNER further anticipates the submission of detailed construction plans and other documentation required by CITY in order for the OWNER to obtain its building permits. U. 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. 106A and Mitigation Monitoring and Reporting Plan No. 339 prepared for the Project and the Development Approvals, CITY is requiring that OWNER construct and install a number of public improvements, including off-site traffic circulation improvements, and provide other public benefits. V. 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. W. On May 25, 2016, as required by Section 1.0 of the Procedures Resolution, OWNER submitted to the Planning Department an application for approval of a development agreement (hereinafter called the "Application"). The Application included a proposed development agreement (the "Proposed Development Agreement"). X. On December 19, 2016, 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. Y. On January 7, 2017, 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. Z. An Initial Study and draft Mitigated Negative Declaration (herein referred to as the "Initial Study/MND") were prepared in accordance with the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; herein referred to as “CEQA”), the State of 5 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 Local CEQA Procedure Manual to evaluate the physical environmental impacts of the Project and the Development Approvals. The Initial Study/MND includes Mitigation Monitoring and Reporting Plan No. 339, which contains mitigation measures that are specific to the Project (herein referred to as "MMP No. 339"). AA. On January 7, 2017, the Planning Commission, after reviewing and considering the Initial Study/MND, any comments received during the public review period, and the requirements of CEQA found and determined and recommended that the City Council so find and determine that the Initial Study/MND serves as the appropriate environmental documentation for the Project and the Development Approvals and that the Project will have a less than significant impact upon the environment with the implementation of the mitigation measures contained in MMP No. 339. BB. The Planning Commission further found that the 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, (b) is compatible with the uses authorized in and the regulations prescribed for the applicable zoning district, (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 . CC. On , 20 , 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. DD. On , 20 , 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. EE. On that date, the City Council after reviewing and considering the Initial Study/MND, any comments received during the public review period, the recommendation of the Planning Commission, and the requirements of CEQA found and determined that the Initial Study/MND serves as the appropriate environmental documentation for the Project and the Development Approvals and that the Project will have a less than significant impact upon the environment with the implementation of the mitigation measures contained in MMP No. 339. The City Council thereafter approved and adopted the Initial Study/MND and MMP No. 339. FF. On , 20 , in response to information and testimony received prior to the close of the public hearing, 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 6 entered into pursuant to and in compliance with the requirements of Section 65867 of the Development Agreement Statute and the Procedures Resolution. GG. In granting the Development Approvals, CITY considered the health, safety and general welfare of the residents of CITY and the Initial Study/MND and 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. HH. On , 20 , 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 hereto 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 Assessment District. "Assessment District" for purposes of this Development Agreement 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. l.2 Authorizing Ordinance. The "Authorizing Ordinance" means Ordinance No. _____ approving this Development Agreement. l.3 CITY. The "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. l.4 CITY Agency or CITY Agencies. “CITY Agency” or “CITY Agencies” mean, where appropriate, all CITY departments, agencies, boards and commissions including those that have subdivision or other permit, entitlement or approval authority or jurisdiction over the Property or any Public Improvements located on or off the Property. 1.5 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 7 related to the Project whether located within or outside the Property; the construction of structures and buildings and the installation of landscaping. l.6 Development Agreement Date. The "Development Agreement Date" means the effective date of the Authorizing Ordinance. l.7 Development Agreement Statute. The "Development Agreement Statute" means Sections 65864 through 65869.5 of the California Government Code as it exists on the Development Agreement Date. 1.8 Development Approvals. "Development Approvals" means the Final Site Plan and all site specific plans, maps, permits and other entitlements to use of every kind and nature contemplated by the Final Site Plan which are approved or granted by CITY in connection with development of the Property, including, but not limited to: site plans, tentative and fina1 subdivision maps, vesting tentative maps, variances, conditional use permits and grading, building and other similar permits. To the extent any of such site specific plans, maps, permits and other 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. 1.9 Enabling Ordinance. The "Enabling Ordinance" means Ordinance No. 4377 enacted by the CITY on November 23, 1982. 1.10 Existing Land Use Regulations. “Existing Land Use Regulations” mean the ordinances and regulations adopted by the City of Anaheim in effect on the Effective 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, the Initial Study/MND and MMP No. 339 prepared for the Project and the Development Approvals, 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. 1.11 Final Site Plan. The "Final Site Plan" means the Project as described in this Development Agreement and conditions with respect thereto, as set forth as Exhibit B attached hereto and made a part hereof by this reference, as the same may be modified or amended from time to time in accordance with the Existing Land Use Regulations. 1.12 Gross Floor Area/GFA. "Gross Floor Area" or "GFA" means the gross floor area of any buildings which are part of the Permitted Development. 8 1.13 Interim Development Fees. "Interim Development Fees" are the fees imposed within The Platinum Triangle pending adoption of permanent fee programs by the City as set forth in Paragraph 12.2 of this Agreement. 1.14 Mortgage. "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. 1.15 Mortgagee. "Mortgagee" means the holder of the beneficial interest under a Mortgage, or the owner of the Property, or interest therein, under a Mortgage. 1.16 Owner. "Owner" is Trumark Homes, LLC, a California limited liability company, and any person or entity with which or into which Trumark Homes, LLC may merge, and any person or entity who may acquire substantially all of the assets of Trumark Homes, LLC and any person or entity who receives any of the rights or obligations of the Owner under this Development Agreement in accordance with the provisions of Section 28 (Assignment) of this Development Agreement. 1.17 Parking Areas. The "Parking Areas" means all parking structure(s), and/or all surface parking servicing the Project. 1.18 Permitted Development. "Permitted Development" includes all buildings, uses, and the Parking Areas as identified in Section 6 of this Development Agreement and as further set forth in the Final Site Plan and the Development Approvals. This Development Agreement establishes maximum and minimum characteristics for all of the Permitted Development as set forth in the Final Site Plan. 1.19 Platinum Triangle Area. “The 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. 1.20 Procedures Resolution. The "Procedures Resolution" is Resolution No. 82R-565 adopted by CITY pursuant to Section 65865 of the Development Agreement Statute. 1.21 Project. The "Project" means the development project contemplated by the Final Site Plan with respect to the Property, consisting of the subdivision of the Property into 31 numbered lots for condominium purposes to permit the demolition of three industrial buildings and construction of 153 single-family attached residential units with private open space recreation areas, 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. 1.22 Property. The "Property" means that certain real property which the Owner is under contract to purchase, consisting of approximately 7.8 acres located at 1700 Lewis Street in the City of Anaheim, which is legally described on Exhibit A to this Development Agreement. 9 1.23 Public Improvements. “Public Improvements” means the facilities, both on- and off-site, to be either (i) improved, constructed and dedicated by OWNER to (and, upon completion in accordance with this Development Agreement, accepted by) the CITY, or (ii) constructed, and/or caused to be constructed, by the CITY at the CITY’S cost and expense. Public Improvements include the public streets within the Property, sidewalks, bio-swales and other Storm-water Management Improvements in the public right-of-way, all public utilities within the streets (such as gas, electricity, water, storm drains and sewer lines, but excluding any non-municipal utilities), bicycle lanes and paths in the public right of way, off-site intersection improvements (including but not limited to curbs, medians, signaling, traffic controls devices, signage, and striping), transit system improvements, and all other improvements delineated on street improvement plans approved by the City Engineer for the Project during the pendency of the Project. The Public Improvements do not include paseos, pedestrian paths within the Property, private streets and drives, parks and open spaces, and community or recreation facilities to be built on land owned and retained by OWNER. 1.24 Storm-water Management Improvements. “Storm-water Management Improvements” means the facilities, both those to remain privately-owned and those to be dedicated to the CITY, that comprise the infrastructure and landscape system that is intended to manage the storm-water runoff associated with the Project. Storm-water Management Improvements include but are not limited to: (i) swales and bioswales (including plants and soils), (ii) bio-gutters and grates (including plants and soils), (iii) tree wells, (iv) ponds, wetlands, and constructed streams, (v) storm-water cisterns, (vi) permeable paving systems, (vii) storm-water culverts, (viii) trench drains and grates, (ix) storm-water piping, (x) storm-water collection system, and (xi) other facilities performing a storm-water control function. 1.25 Term. "Term" is defined in Section 2 of this Development Agreement. 1.26 Zoning Code. “Zoning Code” refers to Title 18 of the Anaheim Municipal Code. Section 2. TERM. 2.1 The term (hereinafter called "Term") of this Development Agreement shall be that period of time during which this Development Agreement shall be in effect and bind the parties hereto. The Term shall commence on the Development Agreement Date and shall extend for a period of five (5) years thereafter, terminating at the end of the day on the fifth anniversary of the Development Agreement Date, subject to the periodic review and modification or termination provisions defined in Section 25 and Section 27, respectively, of this Development Agreement, and further subject to a reasonable extension for completion of the Project in accordance with the Timing of Development schedule set forth in Section 15 of this Development Agreement, and the force majeure events referred to in Section 30.1. 2.2 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 10 occurs pursuant to the provisions of the Procedures Resolution and such termination is so intended thereby. 2.3 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. 2.4 Following expiration of the Term, this Development Agreement shall be deemed terminated and of no further force and effect, except for any provisions which, by their express terms, survive the expiration or termination of this Development Agreement. Section 3. BINDING COVENANTS. Pursuant to Section 65868 of the Development Agreement Statute, from and after recordation of this Development Agreement in the Official Records, all of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Development Agreement shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, and all persons or entities acquiring the Property, any lot, parcel or any portion thereof, or any interest therein, whether by sale, operation of law, or in any manner whatsoever, and shall inure to the benefit of the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns. 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 hereto. Section 4. 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 shall be applicable to development of the Project. In connection with all subsequent discretionary actions by CITY required to implement the Final Site Plan 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 Final Site Plan, the Existing Land Use Regulations (as the same may be modified in accordance with this Development Agreement) 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 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. 11 Section 5. PROJECT LAND USES. 5.1 The Property shall be used for such uses as may be permitted by the Development Approvals and the Existing Land Use Regulations. The Term of this Development Agreement, 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. 5.2 Subject to any applicable notice and cure periods, and Section 30.1, the OWNER shall comply with all applicable conditions of the Existing Land Use Regulations and Development Approvals, and shall comply with all mitigation measures imposed upon the Project pursuant to CEQA. Section 6. PERMITTED DEVELOPMENT. 6.1 Description of Permitted Development. The Permitted Development to be located on the Property shall be as set forth on the Final Site Plan. The Project shall be constructed substantially in conformance with the Final Site Plan or as otherwise permitted under the Development Approvals. 6.2 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 Final Site Plan. Prior to issuance of the first building permit, the Owner shall record a covenant against the property in a form approved by the City Attorney’s Office that requires Owner and its heirs, assignees and successor-in-interests to reimburse the City for the full cost associated with the use of any Police Department and/or Traffic Management Center staff that may be needed for traffic control purposes related to the use of Parking Areas for public parking in connection with events in the Platinum Triangle, including events at Angel Stadium, the Honda Center, or the Grove of Anaheim. Section 7. DENSITY OF PERMITTED DEVELOPMENT. The Permitted Development shall be between the minimum and maximum sizes, and shall not exceed the maximum heights and maximum footprints set forth on the Final Site Plan. Section 8. 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 hereto 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 shall not apply to 12 changes mandated by State or Federal laws or other permissible changes or new regulations as more particularly set forth in Section 23 of this Development Agreement. Section 9. PUBLIC IMPROVEMENTS AND SERVICES. 9.1 General. This Section 9.1 applies to those Public Improvements that will be constructed by OWNER. In addition to performing any other obligations heretofore imposed as conditions of approval set forth in Exhibit “C,” as material consideration for the CITY's entering into this Development Agreement, OWNER shall undertake the construction and installation of the following Public Improvements required to support the Project and to enhance area-wide traffic circulation and emergency police and fire protection service within the time periods as set forth below and in conformance with the Existing Land Use Regulations. CITY shall cooperate with OWNER for the purpose of coordinating 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. OWNER shall be responsible for and use good faith efforts to acquire any right(s)-of-way necessary to construct the Public Improvements required by, or otherwise necessary to comply with the conditions of, this Development Agreement or any Development Approvals. Should it become necessary due to OWNER's failure or inability to acquire said right(s)-of-way within four months after OWNER begins its efforts to so acquire said right(s)-of-way, CITY shall 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 in accordance with the procedures established by State law, and the limitations hereinafter set forth in this section, CITY may use its powers of eminent domain to condemn said required right(s)-of way. OWNER agrees to pay for all 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. 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 hereto. Nothing contained in this Section shall be deemed to constitute a determination or resolution of necessity by CITY to initiate condemnation proceedings, it being expressly understood that the CITY has reserved its discretion to approve or disapprove a resolution of necessity (pursuant to Article 2 \[commencing with Section 1245.210\] of Chapter 4 of Title 7 of the California Code of Civil Procedure). Public Improvements that are required to be constructed as part of the Development Approvals shall be designed and constructed, and shall contain those improvements and facilities, as reasonably required by the applicable CITY Agency that is to accept, and in some cases operate and maintain, the Public Improvements in keeping with the then-current CITY-wide standards and requirements of the CITY Agency as if it were to design and construct the Public Improvement on its own at that time. 13 In connection with all of the Public Improvements, OWNER shall engage a contractor that is duly licensed in California and qualified to complete the work (the “Contractor”). 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; (ii) require the Contractor or OWNER to obtain and maintain bonds for one-hundred (100) percent of the cost of construction for performance and fifty (50) percent of payment for labor and materials (and include the CITY and OWNER as dual obligees under the bonds), or provide a letter of credit or other security satisfactory to CITY, in accordance with the requirements of the Subdivision 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; (iv) 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 prospectively assume OWNER’s obligations and enforce the terms and conditions of the Construction Contract as if 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. 9.2 Public Park. If the Property is eight (8) or more acres OWNER shall be required to dedicate, improve and maintain a minimum size of 44 square feet for each residential unit for public park purposes as set forth in the Final Site Plan. The value of the parkland dedication will be credited against overall park in-lieu fees paid for the Project. Consistent with existing Code requirements and policies, no credit will be given for improvements. 9.3 Utilities (Water, Electrical, Gas, Sewer, and Drainage). OWNER shall construct the Public Improvements necessary for the provision of requisite water, electrical, gas, 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 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 accordingly by the CITY. 9.3.1 Water Service. OWNER will provide engineering studies to size the water mains for ultimate development within the Project. Said engineering studies will be conducted prior to rendering of water service or signature approval of the final water improvement plans, whichever occurs first. 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 and fire flow protection for the proposed development phasing and the water facilities installed under said incremental phasing are sized to provide the future municipal demands and fire protection for any future phasing/development that will ultimately be served by those water facilities. OWNER shall conform with Rule 15A of the Water Utility’s 14 Rates, Rules and Regulations for all parcels which have not yet paid the fee to provide the secondary distribution system to serve their project. Furthermore, OWNER shall conform with Rule 15D of the Water Utility's Rates, Rules and Regulations, including the payment of all water facilities fees specified in said Rule 15D, which are applicable to all or any portion of the Project. OWNER shall prepare construction plans and documents, which shall be submitted to the City's Water Engineering Division for review and approval. All public water facilities shall be designed and constructed in accordance with the Water Engineering Division’s standards and specifications. An Urban Water Management Plan showing said improvements must be submitted to the Water Engineering Division for review and approval. 9.3.2 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 to serve the ultimate development of the Property as provided by areawide engineering studies to be conducted prior to issuance of any building permits for the first building within the Permitted Development and updated prior to the issuance of any building permits for each subsequent building within the Permitted Development. 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, provided that said incremental phasing is adequate to provide capacity for the proposed development phasing. 9.4 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 and the Final Site Plan. Prior to recordation of the Final Parcel Map, OWNER shall be required to provide a detailed phasing plan satisfactory to the Planning Director, the Community Services Director, the Public Works Director and the Public Utilities General Manager relating to phasing and sequence of the Public Improvements. CITY and OWNER may, but shall not be obligated to, mutually agree to revise the phasing plan, subject to the Planning Director’s approval and confirmation that the revised phasing plan is not anticipated to result in any new environmental impacts or infrastructure requirements. The parties understand and agree that any Public Improvements identified in this Development Agreement may become part of a larger CITY system and that the proposed Public Improvements must be constructed so as to integrate and work with the existing CITY systems in every material respect. 9.5 Traffic Circulation Improvements. In order to assist CITY in providing for area-wide traffic circulation as required by this Project, OWNER shall cause to be made the traffic circulation improvements identified for the Project including all applicable measures from MMP No. 339. 9.6 Maintenance and Operation of Public Improvements by OWNER and Successors. The Parties agree that OWNER shall own and maintain in good and workmanlike condition, and otherwise in accordance with all applicable laws and any applicable permits, all Public Improvements until such time that CITY accepts dedication of such Public Improvements. The provisions of this Section 9.5 shall survive the expiration of this Development Agreement. In 15 order to ensure that the Public Improvements not yet accepted by the CITY for maintenance are maintained in a clean, good and workmanlike condition, OWNER shall record in the Official Records of the County of Orange, at such time as the Planning Director with the advice of the City Attorney deems necessary and appropriate, a declaration of covenants, conditions, and restrictions (“CC&Rs”) imposing against each owner of a lot in the Project the obligation to maintain the Public Improvements. The CC&Rs shall include a requirement that a master owner’s association (“Master Owners’ Association”) provide all necessary and ongoing maintenance and repairs to the Public Improvements, at no cost to the CITY, with appropriate owners’ dues to provide for such maintenance prior to the time the Public Improvements have been accepted by the City. Any failure of the Master Owners’ Association to perform its obligations to provide all necessary and ongoing maintenance and repairs shall not be considered an event of Default or otherwise be held against the OWNER under this Development Agreement and the CITY’s remedy shall be its enforcement rights under the CC&Rs. The CC&Rs identified herein shall be subject to reasonable review and approval by the City Attorney, the City Engineer and the Planning Director (or each of their authorized representatives) and shall expressly provide the CITY with a third party right to enforce the maintenance and repair provisions of the CC&Rs. The CC&Rs shall also include a covenant stating that the use of the Parking Areas shall be limited to tenants, visitors, patrons, invitees and other users of the Permitted Development. Said covenant shall also provide that the Parking Areas shall not be used to provide public parking for patrons of Angel Stadium, the Honda Center, the Grove of Anaheim or any other off-site public or private facilities without a prior written agreement between the Master Owners’ Association and CITY setting forth CITY’s ability to seek reimbursement for the full cost associated with the use of any Police Department and/or Traffic Management Center staff that may be deemed necessary by CITY for traffic control purposes relating to the use of the Parking Areas for such public parking and subject to such other and further conditions as may be required by CITY, which approval shall be at CITY’s sole discretion. Until such time as the Master Owners’ Association is formed, the CC&Rs are recorded, and the Master Owners’ Association has assumed responsibility to maintain the Public Improvements, the OWNER shall be responsible to keep, service and maintain the Public Improvements in good, clean and presentable appearance, condition and repair, free of debris, waste and graffiti, and in compliance with all applicable provisions of the Anaheim Municipal Code. CITY shall promptly accept dedication for Public Improvements upon OWNER’s completion of such Public Improvements in accordance with applicable City standards. 9.7 Permits to Enter CITY Property. Subject to the rights of any third party and the CITY’s reasonable agreement on the scope of the proposed work and insurance or security requirements applied to all similarly situated parties, and provided OWNER is not then in Default under this Development Agreement (excluding any cure periods), the CITY will grant permits to enter CITY-owned property on the CITY’s standard form permit and otherwise on commercially reasonable terms in order to permit OWNER or OWNER’s agents or designees to enter CITY- owned property as needed to perform investigatory work, construct Public Improvements, and complete Mitigation Measures and obligations of OWNER under this Development Agreement. Permits will include release, indemnification and security provisions in keeping with the CITY’s standard practices. 16 Section 10. 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 benefitted properties. All costs associated with establishing said mechanisms shall be paid by OWNER. Section 11. DEDICATIONS AND EXACTIONS. Prior to issuance of the first building permit for the Project, OWNER shall irrevocably offer for dedication the rights-of-way, including the public connector streets and any other streets required by the Development Approvals, if applicable, and other areas as more fully set forth in the Final Site Plan for the uses set forth in the Final Site Plan. 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 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. Prior to approval of water improvement plans for the Project, OWNER shall irrevocably offer to dedicate to the CITY (i) an easement for all large domestic above-ground water meters and fire hydrants, including a five (5) foot wide easement around each fire hydrant and/or water meter pad, and (ii) a twenty (20) foot wide easement for all water service mains and service laterals, all to the satisfaction of the CITY’s Water Engineering Division. The dimensions and locations of said easements shall be subject to approval by the CITY’s Water Engineering Division. OWNER shall execute and deliver easement deeds to the CITY using the CITY’s standard form and at such time as determined necessary by the CITY’s Water Engineering Division. The easement deeds shall include language that requires OWNER to be responsible for restoring any special surface improvements, other than asphalt paving, including but not limited to colored concrete, bricks, pavers, stamped concrete, decorative hardscape, walls or landscaping that becomes damaged during any excavation, repair or replacement of CITY-owned water facilities during the duration of the easements. Provisions for the repair, replacement and maintenance of all surface improvements other than asphalt paving shall be the responsibility of OWNER, which obligation shall be expressly included and recorded in the “CC&Rs” (as defined in Section 9.5) for the Project. Section 12. FEES, TAXES, AND ASSESSMENTS. 12.1 Fees, Taxes and Assessments. OWNER shall be responsible for the payment of fees in the amount and at the times set forth in the Existing Land Use Regulations, as said amounts and timing may be modified in accordance with this Development Agreement. 12.2 Platinum Triangle Interim Development Fees. CITY anticipates that a number of fees will be adopted to pay the costs attributable to new development in The Platinum Triangle. The Interim Development Fees constitute amounts estimated by the applicable City Departments 17 to be the approximate fair share of costs attributable to the Project. If an identified fee has been adopted prior to issuance of the first building permit for the Project, the OWNER shall pay the fee. If an identified fee has not been adopted at the time of issuance of said building permit, the OWNER shall pay the applicable Platinum Triangle Interim Development Fees set forth in attached Exhibit D. If the OWNER has paid a Platinum Triangle Interim Development Fee, and upon subsequent adoption of a corresponding fee it is determined that the OWNER has paid an amount greater than the amount payable pursuant to the adopted fee, the excess amount paid as an Interim Development Fee shall be refunded to the OWNER. CITY shall not be obligated to adopt any of the identified fees.If any such identified fee is not adopted, the parties agree that the Interim Development Fee is adequate to address the impacts of the Project. 12.2.1 Electrical Utilities Undergrounding Fee. OWNER will pay an Electrical Utilities Undergrounding Fee as set forth in Exhibit D-1. 12.2.2 General Plan and Environmental Processing Fee. OWNER will pay a processing FEE attributable to the cost of creating and establishing the Master Land Use Plan and the PTMU Overlay Zone for The Platinum Triangle, as well as the costs of associated environmental documentation, as said additional costs are set forth in Exhibit D-2. 12.2.3 Library Facilities Fee. OWNER will pay a Library Facilities Fee as set forth in Exhibit D-3. 12.3 Excluded Development Fees. Fees Excluded from Existing Land Use Regulations. The following fees shall not be included among the fees which would otherwise fall within the definition of Existing Land Use Regulations: 12.3.1 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 Rule 15D which provides for, in part, a fee based on GFA to construct the necessary water facility improvements within The Platinum Triangle. 12.3.2 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. 12.3.3 City Processing Fees. OWNER shall pay all standard City-wide processing fees for building permits, zoning review, and other similar fees associated with the Development 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. 12.4 Platinum Triangle Infrastructure and/or Maintenance Assessment District. Prior to the date a building or grading permit is issued relating to implementation of the Final Site Plan, 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 and/or maintenance, which district(s) could include the Property. The covenant 18 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. 12.5 Accounting of Funds. CITY will comply with applicable requirements of Government Code Section 65865 relating to accounting of funds. 12.6 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, except such fees, taxes and assessments as are described in or required by this Development Agreement, including the Existing Land Use Regulations or the Development Approvals. The rates of such fees, taxes and assessments shall be the rates in existence at the time said fees, taxes and assessments are normally required to be paid to CITY. Nothing contained herein shall be construed to prohibit CITY from imposing fees, taxes or assessments on the Property which are unrelated to the implementation of the Project. Section 13. COVENANTS, CONDITIONS AND RESTRICTIONS. In consideration for CITY entering into this Development Agreement and other consideration set forth in this Agreement, OWNER agrees to record unsubordinated covenants, conditions and restrictions (CC&Rs) applicable to the Property in a form and content satisfactory to the Planning Director and the City Attorney incorporating the requirements and obligations set forth in Exhibit E to this Agreement, entitled the “Development Requirements and Maintenance Obligations”. Upon the commencement of any work in any phase of the Project, OWNER shall continue the work at a commercially reasonable pace in light of market conditions to completion of that phase in accordance with applicable permits and requirements under this Development to ensure there are no material gaps between the start and completion of all work within that phase, subject toforce majeure. Section 14. 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 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 15. TIMING OF DEVELOPMENT. Timing of Development shall be as set forth in the Final Site Plan. Section 16. EXISTING USES. 19 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 Final Site Plan. Section 17. FUTURE APPROVALS. 17.1 Basis for Denying or Conditional Granting Future Approvals. Before OWNER can begin grading on the Property or other development of the Property, OWNER must secure several 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 Final Site Plan are sought and processed in a timely manner. 17.2 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. 17.3 Future Amendments to Final Site Plan. Future amendments to all or a portion of the Final Site Plan 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 18.4 of this Development Agreement 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 Final Site Plan 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 Final Site Plan 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 Final Site Plan. Section l8. AMENDMENT. 18.1 Initiation of Amendment. Either party may propose an amendment to this Development Agreement. 20 18.2 Procedure. Except as set forth in Section 18.4 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. 18.3 Consent. Except as provided in Section 25 of 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 hereto. 18.4 Amendments. Subject to the foregoing provisions of this Section, the parties acknowledge that refinements and further development of the Project may demonstrate that 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. Unless otherwise required by law, as determined in CITY’s reasonable discretion, a change or adjustment shall not require an amendment to this Agreement provided such change does not: (a)Alter the permitted uses of the Property in part or in whole; or (b)Increase the density or intensity of use of the Property as a whole; or (c)Increase the maximum height and size of permitted buildings; or (d)Delete or modify a requirement for the reservation or dedication of land for public purpose within the Property as a whole; or (e)Delete or modify a requirement for the provision of any public benefit identified herein; or (f)Constitute a “project” requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code. l8.5 Effect of Amendment to Development Agreement. If and when the parties find that changes or adjustments, except for those changes enumerated in the immediately preceding Section, 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 by written agreement executed by OWNER and the City Manager and approved as to form by the City Attorney. 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. Section l9. RESOLUTION OF INTENT AND USES FOR THE PROPERTY. 21 l9.l Non-Cancellation of Rights. Subject to defeasance pursuant to Sections 25, 26 or 27 of this Development Agreement, the Final Site Plan 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 20. BENEFITS TO CITY. The direct and indirect benefits CITY (including, without limitation, the existing and future anticipated residents of CITY) expects to receive 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 Final Site Plan and this Development Agreement in order to encourage development of The Platinum Triangle; and b. The considerations set forth in Sections 9 and 10 of this Development Agreement. Section 21. BENEFITS TO OWNER. 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 Final Site Plan 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 Final Site Plan 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 Final Site Plan and this Development Agreement. Section 22. 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 development which was contemplated and promoted by the Development Agreement 22 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 23. RESERVED AUTHORITY. 23.1 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. 23.2. Model Codes. When considering applications for approval of plans, CITY shall apply the provisions, requirements, rules and/or regulations then in effect that are contained in the Building Standards Codes, as adopted in Title 15, Chapter 15.03 of the Anaheim Municipal Code, and the California Fire Code, as adopted in Title 16, Chapter 16.08 of the Anaheim Municipal Code, as the same may be amended from time to time by the CITY. 23.3 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 23.2 of this Development Agreement 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 such 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 24. CANCELLATION. 24.1 Initiation of Cancellation. Either party may propose cancellation of this Development Agreement. 24.2 Procedure. The procedure for proposing a cancellation of and cancelling 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. 23 24.3 Consent of OWNER and CITY. Any cancellation of this Development Agreement shall require the mutual consent of OWNER and CITY. Section 25. PERIODIC REVIEW. 25.1 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 Site Plan 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. 25.2 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 shall 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. 25.3 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 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 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 27 of this Development Agreement. If such non-compliance is not cured within the applicable period provided above, it shall thereafter constitute a “Default”. The CITY’s failure to timely complete the annual review is not deemed to be a waiver of the right to do so at a later date. 25.4 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 24 determination shall proceed in the manner as otherwise provided in this Development Agreement. Section 26. EVENTS OF DEFAULT. 26.1 Default by OWNER. 26.1.1 Default. In the event the CITY reasonably determines that OWNER has failed to perform any of its obligations under this Development Agreement, or that any such obligations are not performed in a timely manner, the CITY may pursue only those remedies expressly provided for in this Development Agreement; provided, however, that the CITY’s right to compel specific performance of the obligations of OWNER under this Development Agreement shall be subject to the limitations set forth in Section 26.1.4. Further, the CITY shall have no right to monetary damages except as set forth in Section 26.2.2. 26.1.2 Notice of Default. In the event the CITY reasonably determines that OWNER is in default of any of its obligations under this Development Agreement, the CITY shall send a notice of such alleged default(s) to OWNER in which the allegations of default shall be set forth in sufficient detail to enable OWNER to ascertain the specific actions necessary to cure the alleged default(s). Upon receipt of a notice of default, OWNER shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of such notice but in no event more than thirty (30) days after receipt of notice and shall complete the cure of (i) any monetary default(s) not later than thirty (30) days after the receipt of such notice of default, and (ii) any non-monetary default(s) not later than ninety (90) days after the receipt of such notice of default or such longer period as necessary to cure default as agreed to by CITY in its sole discretion. The Parties may mutually agree in writing to extend the time periods set forth in this Section. 26.1.3 Termination for Failure to Cure Default. If after the cure period provided for in Section 26.1.2 has lapsed and the Planning Director reasonably finds and determines that OWNER remains in default, the Planning Director shall make a report to the City Council concerning such default and the City Council may thereafter proceed to modify or terminate this Development Agreement in accordance with the Procedures set forth in Sections 7.2 and 7.3 of the Procedures Resolution. 26.1.4 Specific Performance. Except as provided in this Section 26.1.4, the CITY shall have no right under this Development Agreement to seek a remedy of specific performance with respect to the Project in the event of an abandonment of the Project. The CITY’s right to seek specific performance to compel completion of the Project (including portions of the Project) in the event of such abandonment shall be specifically limited to (i) compelling OWNER, at the election of the CITY in its sole discretion, to complete or demolish any uncompleted Public Improvements initiated in connection with the Project with the 25 choice of whether to demolish or complete such Public Improvements and the method of such demolition or completion of such improvements to be selected by the CITY in its sole discretion, and (ii) compelling OWNER, at the election of the CITY in its sole discretion, to complete or make safe and secure any uncompleted improvements located on the Property with the choice of whether to demolish, complete or secure such improvements and the method of such demolition, completion and securing of such improvements to be selected by OWNER in its sole discretion. The CITY’s specific performance remedy shall include the right to require dedication to the CITY of the Public Improvements located on public property upon completion together with conveyance of real property as contemplated by this Development Agreement. Nothing in this Section 26.1.4 shall limit the CITY’s enforcement of all applicable provisions of the Existing Land Use Regulations, Development Approvals, mitigation measures, and Uniform Code for any portion of the Project then or thereafter constructed (e.g., requiring OWNER to build sewer laterals required under Existing Land Use Regulations to serve the Project actually completed), termination of this Development Agreement in accordance with the provisions hereof notwithstanding. In addition, nothing in this Section shall limit or restrict in any way the CITY’s monetary remedies as provided for in Section 26.2.2 hereof. 26.2 Default by CITY. 26.2.1 Notice of Default. In the event the OWNER reasonably determines that the CITY is in default of any of its obligations under this Development Agreement, the OWNER shall send a notice of such alleged default(s) to the CITY in which the allegations of default shall be set forth in sufficient detail to enable the CITY to ascertain the specific actions necessary to cure the alleged default(s). Upon receipt of written notice of default from OWNER, the CITY shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of the notice of default and shall complete the cure of such default(s) not later than sixty (60) days after receipt of the notice of default or such longer period as necessary to cure default as agreed to by the OWNER in its sole discretion. The Parties may mutually agree in writing to extend the time periods set forth in this Section. 26.2.2 Specific Performance and Mandamus. It is acknowledged by the Parties that the CITY would not have entered into this Development Agreement if it were to be liable in damages under or with respect to this Development Agreement or the application thereof. In addition, the Parties agree that monetary damages are not an adequate remedy for OWNER if the CITY should be determined to be in default under this Development Agreement. The Parties further agree that specific performance and mandamus shall be OWNER’s only remedies under this Development Agreement and OWNER may not seek monetary damages in the event of a default by the CITY under this Development Agreement. OWNER covenants not to sue for or claim any monetary damages in the event of a default by the CITY under this Development Agreement (including without limitation special, incidental or consequential damages) and expressly waives its right to recover damages under this Development Agreement. Notwithstanding anything to the contrary contained herein, OWNER shall have the right to recover attorneys’ fees and costs when awarded by an arbitrator or a court with jurisdiction. The CITY shall have the right to recover (1) actual damages only (and not consequential, punitive or special damages, each of which is hereby expressly waived) for (a) the OWNER’s failure to pay sums to the CITY as and when due under this Development Agreement, but subject to any 26 express conditions for such payment set forth in this Development Agreement, and (b) the OWNER’s failure to make payment due under any indemnity in this Development Agreement, (2) any and all damages relating to the OWNER’s failure to construct Public Improvements in accordance with CITY-approved plans and specifications and in accordance with all applicable laws, and (3) attorney’s fees and costs when awarded by an arbitrator or a court with jurisdiction. For purposes of the foregoing, “actual damages” shall mean the actual amount of the sum due and owing under this Development Agreement, with interest as provided by law, together with such judgment collection activities as may be ordered by the judgment and no additional sums. OWNER may seek specific performance of CITY’s obligations under this Development Agreement or a writ of mandate pursuant to Code of Civil Procedure sections 1085 or 1094.5, as applicable, to compel the CITY to take or refrain from taking any action, or to modify any action taken, that is necessary to effectuate the terms of this Development Agreement only after serving written notice of the alleged default(s) on CITY and lapse of the period given for CITY to cure such default(s), all in accordance with Section 26.2.1, and for so long as CITY remains in default of its obligations under this Development Agreement. Section 27. MODIFICATION OR TERMINATION. If pursuant to Section 27.1 of this Development Agreement, 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. 27.1 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. 27.2 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-days after the City Council gives notice to OWNER. 27.3 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. 27.4 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. 27.5 Schedule for Compliance. Setting a reasonable time schedule for compliance with this Development Agreement may be accomplished by CITY enacting a resolution. The 27 resolution shall recite the reasons which, in the opinion of CITY, make it advisable to set a 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 28. ASSIGNMENT. 28.1 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. 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, except to the extent OWNER is not in default under the terms of this Development Agreement. 28.2 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 of this Development Agreement. Upon the sale, transfer, or assignment of OWNER's rights and interests under this Development Agreement as permitted pursuant to the Section 28.1 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 28.1 above, (c) the transferee executes and delivers to CITY a written agreement in which (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 28 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 29. 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. OWNER agrees that all improvements it constructs on the Property shall be done in accordance with this Development Agreement, the Development Approvals, the Existing Land Use Regulations, and in accordance with all applicable laws. 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 23 of this Development Agreement, neither the City Council nor any other CITY Agency 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 30. GENERAL. 30.1 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, 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, Third Party Challenge, or any other cause beyond the reasonable control of OWNER (financial inability excepted). This Section shall not be applicable to, bankruptcy or receivership initiated by or on behalf of OWNER or, if not dismissed within ninety (90) days, by any third parties against OWNER. A Party wishing to invoke this Section shall notify in writing the other Party to this Development Agreement of that intention within thirty (30) days of the commencement of any such cause for delay and shall, at that time, specify the reasons therefor, the provisions of this Development Agreement that will be delayed as a result, and the period of such extension, if known, or, if not known, the Party’s best estimate thereof. The failure to so notify the other Party within that period as to the cause for delay shall constitute a waiver of any right to later rely upon this Section with respect to that cause. In the event any such extension 29 continues for more than one hundred eighty (180) days, any Party not then in Default of its obligations hereunder, shall be entitled to terminate this Development Agreement upon written notice to the other and, in that event, the Parties shall have no further obligations hereunder. 30.2 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 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. 30.3 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 hereby 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. 30.4 Hold Harmless Agreement; Indemnity. 30.4.1 OWNER and CITY hereby 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. 30 30.4.2 From and after the execution of this Development Agreement, and except for losses and liabilities related directly or indirectly to the willful misconduct of CITY or its officers or employees, OWNER hereby agrees to indemnify, defend and hold harmless the CITY and its employees, officers, City Council members, Planning Commissioners, representatives, heirs, successors and assigns of all such persons, and each of them, from and against all losses and liabilities related directly or indirectly to, or arising out of or in connection with (i) any of OWNER’s acts or omissions under, related to, or in any respect connected with this Development Agreement and/or the development, ownership (or possession), and operation of the Property and/or the Project, and/or OWNER’s activities on the Property (or the activities of OWNER’s agents, employees, lessees, representatives, licensees, guests, invitees, successors, assigns, contractors, subcontractors or independent contractors on the Property), including without limitation the construction of the Project or the use or condition of the Project, (ii) any claim arising from the ownership (or possession), operation or use of the Property and/or the Project, including any claim relating to or arising from the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, or release on or from the Property and/or the Project of any Hazardous Materials, and any losses and liabilities arising from or related to any governmental requirements applicable to Hazardous Materials located on the Property. Notwithstanding anything in this Development Agreement which is or appears to be to the contrary, this indemnity shall survive any termination or cancellation of this Development Agreement, unless such termination is the direct or indirect result of the City’s default or breach of this Agreement. 30.5 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, other actions taken pursuant to CEQA, or other approvals under State or CITY codes, statutes, regulations or requirements, and any combination thereof relating to the Project or any portion thereof (“Third Party Challenge”), the parties hereby agree to cooperate fully with each other in defending any such Third Party Challenge and the validity of each provision of this Development Agreement; however, OWNER shall be liable for all legal expenses and costs incurred in defending any such Third Party Challenge. and shall reimburse the CITY for its actual costs in defense of the action or proceeding, including, but not limited to the time and expenses of the City Attorney’s Office and any consultants; provided, however, (i) OWNER shall have the right to monthly invoices for all such costs, and (ii) OWNER may elect to terminate this Development Agreement, and upon any such termination, OWNER’s and CITY’s obligations to defend the Third Party Challenge shall cease and OWNER shall have no responsibility to reimburse any CITY defense costs incurred after such termination date. OWNER shall indemnify the CITY from any other liability incurred by the CITY, its officers, and its employees as the result of any Third Party Challenge, including any award to opposing counsel of attorneys’ fees or costs, except where such award is the result of the willful misconduct of CITY or its officers or employees. This section shall survive any judgment invalidating all or any part of this Development Agreement. 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. 31 30.6 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. 30.7 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. 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. 30.8 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. 30.9 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. 30.10 Notice. 30.10.1 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 32 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: Trumark Homes, LLC 450 Newport Center Dr. #300 Newport Beach, CA 92660 Attention: Eric A. Nelson With Copies to: Jackson Tidus 2030 Main Street th 12 Floor Irvine, CA 92614 Attention: Greg Powers or such changed address as OWNER shall designate in writing to CITY. 30.10.2 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 or such changed address as CITY shall designate in writing to OWNER: 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 and, if 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 Manager and the City Attorney, respectively 33 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. 30.11 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. 30.12 Consent. Any consent required by the parties in carrying out the terms of this Development Agreement shall not unreasonably be withheld. 30.13 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 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. 30.14 Subsequent Amendment to Authorizing Statute. 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 23.1 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. 30.15 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. 30.16 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. 30.17 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. 34 30.18 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. 30.19 Bankruptcy. Notwithstanding the foregoing provisions of Section 30.20 of this Development Agreement, 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. 30.20 Disaffirmance. 30.20.1 CITY agrees that in the event of termination of this 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: 30.20.2 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; 30.20.3 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 30.20.4 The Mortgagee shall perform and observe all covenants herein contained on OWNER's part to be performed, and shall further remedy any other conditions which 35 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. 30.20.5 Nothing herein contained shall require any Mortgagee to enter into a new agreement pursuant to Section 30.22.1 above, nor to cure any default of OWNER referred to above. 30.21 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. 30.22 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto 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. 30.23 Restrictions. Property 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. 30.24 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. 30.25 Recording. 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. 30.26 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 in the preliminary title report for the Property dated September 29, 2016, attached hereto as Exhibit “F” (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, 36 subject only to the Permitted Exceptions and any such subordinated instruments of monetary encumbrance, at the time of recordation of this Agreement, or a memorandum thereof. 30.27 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. 30.28 Successors and Assigns. The burdens of the Development Agreement shall be binding upon, and the benefits of the Development Agreement inure to all successors in interest and assigns of the parties to the Development Agreement. 30.29 OWNER's Title of Property. Neither party hereto shall be bound by any provision of this 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 Agreement and the obligations contained herein to attach to and encumber OWNER’s fee title to Property. 30.30 Recitals and Exhibits. All recitals and exhibits, including attachments thereto, are incorporated in this Development Agreement in their entirety by this reference. 30.31 Organization and Standing of OWNER. OWNER is a limited partnership duly organized, qualified and validly existing and in good standing under the laws of the State of California, and duly qualified to do business in the State of California, and has all requisite power and authority to enter into and perform its obligations under this Development Agreement. 30.32 Authorization and Consents. The execution, delivery and performance of this Development Agreement is consistent with OWNER’s executed limited partnership agreement and all amendments thereto and has been duly authorized by all necessary action of OWNER’s general partner. If required by the Planning Director or the City Attorney, OWNER shall provide such evidence as the Planning Director or the City Attorney may reasonably require of the existence, good standing, authority and capacity of OWNER and its general partner to execute, deliver and perform their respective obligations under this Development Agreement, including: (i) a true and complete copy of an executed limited partnership agreement and all amendments thereto; (ii) a copy of the certificate of limited partnership and all amendments thereto accompanied by a certificate issued by the appropriate governmental official of the jurisdiction of formation that the copy is true and complete, and such evidence as the City Attorney may require of registration or qualification to do business in the State of California; and (iii) a partnership affidavit certifying who will be authorized to execute this Development Agreement and a true and complete copy of the partnership resolutions approving this Development Agreement and authorizing the transactions contemplated in this Development Agreement. 37 30.33 Time of the Essence. Time is of the essence in the performance of each and every covenant and obligation to be performed by the Parties under this Development Agreement. IN WITNESS WHEREOF, CITY and OWNER have executed this Development Agreement as of the date and year first above written. “CITY” “OWNER” CITY OF ANAHEIM, a TRUMARK HOMES, LLC, municipal corporation and charter city a California limited liability company By: ____________________ By: Mayor Michael Maples Managing Member ATTEST: LINDA N. ANDAL, CITY CLERK By: ________________________ APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By: ________________________ 120221v3/TJR 38 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 ) ) County of ) On ________________, before me, \[date\] \[here insert name and title of the officer\] personally appeared \[here insert name(s) of signer(s)\] 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 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) 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 ) ) County of ) On ________________, before me, \[date\] \[here insert name and title of the officer\] personally appeared \[here insert name(s) of signer(s)\] 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 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) 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 ) ) County of ) On ________________, before me, \[date\] \[here insert name and title of the officer\] personally appeared \[here insert name(s) of signer(s)\] 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 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) EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY REAL PROPERTY IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: PARCEL 2 IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 50, PAGE 38 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM THAT PORTION OF SAID PROPERTY LYING BELOW A DEPTH OF FIVE HUNDRED '500' FEET MEASURED VERTICALLY FROM THE CONTOUR OF THE SURFACE THEREOF, AS CONTAINED IN A DOCUMENT RECORDED OCTOBER 17, 1972 IN BOOK 10377, PAGE 229 OF OFFICIAL RECORDS. PARCEL 2: NON-EXCLUSIVE EASEMENT FOR RECIPROCAL VEHICULAR AND PEDESTRIAN ACCESS AS DESCRIBED IN GRANT OF RECIPROCAL EASEMENTS RECORDED FEBRUARY 28, 2013 AS INSTRUMENT NO. 2013000127002 OF OFFICIAL RECORDS. PARCEL 3: A TEMPORARY NON-EXCLUSIVE EASEMENT (THE "CONSTRUCTION EASEMENT") OVER THAT PORTION OF THE EASEMENT AREA LYING WITHIN THE GRANTING OWNER'S PARCEL, FOR THE PURPOSE OF PERMITTING THE CONSTRUCTING OWNER ENTRY ONTO THE PARCEL OWNED BY THE NON-CONSTRUCTING OWNER IN ORDER TO CONSTRUCT THE STREET IMPROVEMENTS AS DESCRIBED IN GRANT OF RECIPROCAL EASEMENTS RECORDED FEBRUARY 28, 2013 AS INSTRUMENT NO. 2013000127002 OF OFFICIAL RECORDS. EXHIBIT “B” FINAL SITE PLAN \[TO BE INSERTED\] EXHIBIT “C” CONDITIONS OF APPROVAL \[TO BE INSERTED\] EXHIBIT “D” PLATINUM TRIANGLE INTERIM DEVELOPMENT FEES EXHIBIT “D-1" ELECTRIC UTILITIES UNDERGROUNDING FEE Residential Uses $9.92 per unit The Anaheim Master Land Use Plan and the Underground Conversion Program envision that the public utilities along Katella Avenue, between the State College Boulevard and Anaheim Way will need to be undergrounded. The City-owned facilities will be undergrounded using City funds, pursuant to the Rule No. 20 of the City of Anaheim Rates, Rules & Regulations. Some of the facilities along Katella Avenue are owned by Southern California Edison (SCE). Moneys available to underground City-owned facilities may not be used to underground SCE facilities. The interim fee will collect the funds necessary to underground the SCE lines, and thereby significantly improve the appearance of The Platinum Triangle. The cost to underground the SCE lines is estimated at $104,775. These funds will be collected by imposing an interim fee on the Mixed-used residential units planned in The Platinum Triangle. The formula for calculating the fee is the following: Cost to Underground SCE lines = Per-Unit Fee Number of mixed-use residential units The Per-Unit fee is calculated at: $104,775 = $11.42 per Unit 9,175 Units EXHIBIT “D-2" GENERAL PLAN AND ENVIRONMENTAL PROCESSING FEE Platinum Triangle Documents SEIR No. 332 Total Residential Uses: $8.00 per unit $24.00 per unit $32.00 per unit Commercial/Office Uses: $0.01 per sq. ft. $ .03 per sq. ft. $ .04 per sq. ft. These fees are intended to recover the costs associated with The Platinum Triangle including costs incurred in the preparation of the following: The Platinum Triangle Documents including The Platinum Triangle Master Land Use Plan, the Platinum Triangle Mixed Use Overlay and associated environmental documentation (approved by the City Council in August, 2004); and Subsequent Environmental Impact Report (SEIR) No. 332, which has been prepared to serve as the environmental documentation for activities implementing The Platinum Triangle Master Land Use Plan (certified by the City Council on October 25, 2005). The fees are based upon the following calculations: The Platinum Triangle Documents Fee Contract Costs: $146,000 New Development Allowed in The Platinum Triangle 7,044,300 sq. ft. of non-residential uses 9,175 residential units (assume average unit size of 800 sq. ft. = 7,340,000 sq. ft.) 7,044,300 + 7,340,000 14,384,300 total square feet $146,000/14,393,300 = $.01 per square foot 7,340,000 x $.01 = $73,400 $73,400/9175 = $8 per dwelling unit Residential Uses: $8.00 per unit Commercial/Office Uses: $0.01 per square foot *SEIR No. 332 Fee Contract Costs: $164,730.00 Planning Department Costs FY2004 $110,547.83 Planning Department Costs FY2005 $ 24,492.72 $299,770.55 4,246,522 sq. ft. of commercial/office 5,495,200 sq. ft. of residential use (assume average unit size of 800 sq. ft. 6,869 residential units x 800 sq. ft = 5,495,200) 4,246,522 +5,495,200 9,741,722 total square feet (non-residential and residential) = $299,770.55/9,741,722$.03 per square foot 5,495,200 x $.03 = $164,856 = $164,856/6,869 dwelling units $24.00 per dwelling unit Residential Uses: $24.00 per unit Commercial/Office Uses: $ 0.03 per square foot * Note: The Planning Department Costs represents staff time and materials associated with the preparation of SEIR No. 332 and the square footage listed above reflects the number of allowable PTMU Overlay Zone square feet not entitled at the time SEIR No. 332 was certified. EXHIBIT “D-3" LIBRARY FACILITIES FEE Residential Uses $486.77 per unit The amount of the Library fee is based upon the current fee structure for East Santa Ana Canyon residential development for single family residential uses. The 2004 fee for such residential uses is $317.67, based upon an estimated 3.3 persons per dwelling. Using an estimate of 1.5 persons per unit in The Platinum Triangle, the proposed interim developer fee for The Platinum Triangle is $149.73 per unit. EXHIBIT ‘”E” DEVELOPMENT REQUIREMENTS AND MAINTENANCE OBLIGATIONS As a condition of approval of Development Agreement No. 2016-00004, the City requires OWNER to undertake and implement the maintenance of certain slopes, landscaping, private streets and private utilities, and the performance of other obligations, as set forth herein. Prior to the earlier of either the sale of the first residential lot or the issuance of the temporary or permanent "Certificate of Occupancy" for the first residential dwelling unit in Tract Map No. 17994, OWNER shall execute and record with the Orange County Recorder a declaration of covenants, conditions and restrictions ("CC&Rs") satisfactory to the Planning Director and the City Attorney creating maintenance obligations for an incorporated association ("Association") to establish a financial mechanism or financial mechanisms to maintain those areas and facilities (collectively referred to hereinafter as the "Common Area") depicted on Attachment No. 1 attached hereto. Such Area shall include the following: a.Private drives (including parking if applicable), including sidewalks, landscaping, lighting, signage, striping and all other appurtenances to the private drives. c. Private sewer and storm drain lines, area drains, inlets, catch basins, clean outs, together with all appropriate appurtenances; d. Internal landscape areas, courtyards, common areas, and all drainage facilities (including, but not limited to, french drains, down drains, drainage swales, retaining and crib wall(s) etc.); e. Landscape maintenance easements. f. Internal hardscape and enhanced paving areas; g. Water Quality Management Plan Best Management Practices h. Parkway hardscape, landscaping, and irrigation. i. Centralized recreational amenities, as approved by the City. j. Maintenance of pool and recreation areas. k. Restrooms, if provided in the pool or recreation areas. The obligations described above and depicted in the Maintenance Exhibit shall collectively be referred to as the "Maintenance Obligations." Until such time as the Association is formed, the CC&Rs are recorded, the Common Area is conveyed in fee to the Association, and the Association has assumed responsibility to maintain the Common Area and perform the Maintenance Obligations, OWNER shall be responsible for the maintenance of the Common Area and performance of the Maintenance Obligations, including any additional obligations which may be specified herein. Reconveyance of all or part of the Common Area or any property interest therein to a party other than the Association shall require (i) the prior written consent of the City, (ii) appurtenant easements over the Common Area for the benefit of each and every lot in the Property and (iii) that the reconveyance expressly affirm that the provisions of Civil Code Section 1367 relating to lien rights to enforce delinquent assessments and the CC&Rs shall remain applicable. The CC&Rs may provide any of the Maintenance Obligations may be assumed by a duly formed Platinum Triangle Infrastructure and/or Maintenance Assessment District subject to CITY’s written approval. The covenants and restrictions set forth herein constitute a general scheme for the development, protection and maintenance of the Property for the benefit of all owners. Said covenants and restrictions are for the benefit of the Property and shall bind all owners thereof. Such covenants and restrictions shall be a burden upon, and a benefit to, not only the OWNER but also its successors and assigns. All of such covenants and restrictions are intended to be and shall be declared in the CC&Rs to be covenants running with the land or equitable servitudes upon the land, as the case may be. The CC&R’s shall provide that termination of the CC&R’s or amendment of any provision which may negatively impact performance of the Maintenance Obligations shall require prior written consent of the City. Termination of this Declaration is not a release of Declarant with regard to Declarant’s independent obligations in connection with development and approval of the Project or with regard to obligations and liabilities incurred prior to such termination. EXHIBIT "F” PRELIMINARY TITLE REPORT \[TO BE INSERTED\] W S A G W S A G E S W D S S A G W S A W G W S A E S G D S SS S SD S SD S SD S SD S SD SD W SD SD 12''W 12''W S 12''W 12''W A 12''W 12''W 12''W G 12''W 12''W 12''W 12''W 12''W 12''W 12''W W S S A G W S S S S E S A G W D S S D S W ' ' 2 1 W ' ' S 2 A 1 W G W ' ' W 2 ' ' 1 W 2 S' ' 1 2 1 S W A G S S S W E S S A G D S S D S W W ' ' W ' 2' S 2 1 S S S 1 S A S G SD SD SSD 12''W SD W SD SD 12''W 12''W 12''W 12''W S A G W S S S E S S A D S S S G W D D S W ' ' 2 S 1 W A G S W ' W' ' ' 2 W 2 ' '1 1 W 2 ' ' 1 2 S W 1 S S A G S S S E S W S D S A S G D S W ' ' W 2 1 W ' ' S 2 1 A G W W ' W' ' ' 2 W 2 ' 'D1 1 S W 2 S'S ' S S1 S2 S S 1 S S S A S G S W S SD SD SD 12''W SD E 12''W SSD 12''W 12''W 12''W 12''W 12''W 12''W D 12''W 12''W S S 12''W A D W S G W S A G D S S W S A G E S W D S S S D S S S A S G SD SD SD SD SD W SD SD SD SD SD SD 12''W SD 12''W 12''W 12''W 12''W 12''W S 12''W 12''W A 12''W 12''W G 12''W W S A W G E S D 1 S 2 ' ' W S W A G W S A G W S A G E S W D S 1 2 ' ' W S A G No. OfNo. Of UnitsUnits Lot No. S.F AcresLand UseLot No. S.F AcresLand Use 110,1020.237MULTI-FAMILY RESIDENTIAL1716,9350.397MULTI-FAMILY RESIDENTIAL 29,7180.224MULTI-FAMILY RESIDENTIAL1813,6890.316MULTI-FAMILY RESIDENTIAL 39,2870.215MULTI-FAMILY RESIDENTIAL1910,9450.257MULTI-FAMILY RESIDENTIAL 49,4410.225MULTI-FAMILY RESIDENTIAL207,0390.167MULTI-FAMILY RESIDENTIAL 59,4420.225MULTI-FAMILY RESIDENTIAL2111,8170.274MULTI-FAMILY RESIDENTIAL 69,4090.225MULTI-FAMILY RESIDENTIAL226,3940.153MULTI-FAMILY RESIDENTIAL 79,4750.225MULTI-FAMILY RESIDENTIAL236,8240.165MULTI-FAMILY RESIDENTIAL 88,6050.204MULTI-FAMILY RESIDENTIAL247,5170.175MULTI-FAMILY RESIDENTIAL 910,3570.243MULTI-FAMILY RESIDENTIAL257,4650.175MULTI-FAMILY RESIDENTIAL 1016,0170.376MULTI-FAMILY RESIDENTIAL267,4920.175MULTI-FAMILY RESIDENTIAL 1119,5650.456MULTI-FAMILY RESIDENTIAL277,4920.175MULTI-FAMILY RESIDENTIAL 1211,7770.275MULTI-FAMILY RESIDENTIAL287,3700.175MULTI-FAMILY RESIDENTIAL 1310,7170.256MULTI-FAMILY RESIDENTIAL297,7130.184MULTI-FAMILY RESIDENTIAL 1410,8100.254MULTI-FAMILY RESIDENTIAL3011,4480.267MULTI-FAMILY RESIDENTIAL 158,4570.194MULTI-FAMILY RESIDENTIAL3117,9270.41N/APRIVATE PARK 168,7900.204MULTI-FAMILY RESIDENTIAL TENTATIVE TRACT NO. 17994 FOR CONDOMINIUM PURPOSES 450 NEWPORT CENTER DRIVE TENTATIVE TRACT MAP SUITE 300 NEWPORT BEACH, CA 92660 City of Anaheim 949-999-9820 4 4 4 4 4 44 4 A 4 4 4 44 44 4 4 4 4 4 4 44 A 4 4 4 4A 4 4 4 4A 4 4 4 4A 4 4 4 4A 4 4 4 4A 4 4 4 4A 4 4 4 4 4 4 4A 4 4 4 4 4 4 4 44 4 4 4 4 4 4 4 4 4 4 4 A 4 4 4 4 44 4 4 44 4 4 44 A 4 4 4 4 4 4 4A 4 4 4 44 44 4 4 44 A 4 4 4 4 44 44 4A 4 4 4 4 4A 4 4 4 44 4 444 44 4 4A44 44 4 4 4A TENTATIVE TRACT NO. 17994 FOR CONDOMINIUM PURPOSES 450 NEWPORT CENTER DRIVE EXISTING CONDITIONS MAP SUITE 300 NEWPORT BEACH, CA 92660 City of Anaheim 949-999-9820 E S D S W S A G W S A G W S A G E S W D S S A G W S A W G W S A E S G D S S S S SD S SD S SD S SD S SD W SD SD SD 12''W 12''W S 12''W 12''W A 12''W 12''W 12''W G 12''W 12''W 12''W 12''W 12''W 12''W 12''W W S S A G W S S S S E S A G W D S S D S W ' ' 2 1 W ' ' S 2 A 1 W G W ' ' W 2 ' ' 1 W 2 ' S ' 1 2 1 S W A G S S W S E S S A G D S S D S W W ' ' W ' 2' S 2 1 S S S1 S A S G SD SD S SD 12''W SD W SD SD 12''W 12''W 12''W 12''W S A G W S S S E S S A D S S G S W D D S W ' ' 2 S 1 W A G S W ' ' W ' ' 2 W 2 ' 1 ' 1 W 2 ' ' 1 2 W S 1 S S A G S S S E S W S D S A S G D S W ' W' 2 1 W ' ' S 2 1 A G W W ' ' W ' ' 2 W 2 ' D1 ' 1 SW 2 S'S ' S S 1 S2 S S 1 S S S A S G S W S SD SD SD 12''W SD E 12''W SSD 12''W 12''W 12''W 12''W 12''W 12''W D12''W 12''W S S 12''W A D W S G W S A G D S S W S A G E S W D S S S D S S S A S G SD SD SD SD SD W SD SD SD SD SD SD 12''W SD 12''W 12''W 12''W 12''W S 12''W 12''W 12''W A 12''W 12''W G 12''W W S A W G E S D 1 S 2 ' ' W S W A G W S A G W S A G E S W D S 1 2 ' ' W S A G PROVIDED PARKING UNITNUMBER OFNUMBER OFPARKING PERREQUIRED COVEREDOPEN TYPEBEDROOMSUNITSUNITPARKING 12402.0 / UNIT8080- 22222.0 / UNIT4444- 32332.0 / UNIT6666- 43232.5 / UNIT5846- 54173.5 / UNIT6034- 64183.5 / UNIT6336- TOTALS153371306129 H.C PARKING STALL (REGULAR)4 H.C PARKING STALL (VAN)1 TENTATIVE TRACT NO. 17994 FOR CONDOMINIUM PURPOSES 450 NEWPORT CENTER DRIVE SITE PLAN SUITE 300 NEWPORT BEACH, CA 92660 City of Anaheim 949-999-9820 E W S A G W S A G W S A G E W S A G W S A W G W S A E G W S A G W S A G W S E A G W S A W G S W A G W E S A G W S A G W S A G W E S A G W S W A G W S A G E W S A G W S A G W S A G W E S A W G W S A G W S A G E W S A G SD SD SD SD SD W SD SD SD SD SD SD 12''W SD 12''W 12''W 12''W 12''W 12''W S 12''W 12''W A 12''W 12''W G 12''W W S A W G E 1 2 ' ' W S W A G W S A G W S A G E W 1 2 ' ' W S A G W S A G TENTATIVE TRACT NO. 17994 FOR CONDOMINIUM PURPOSES 450 NEWPORT CENTER DRIVE BUILDING SETBACK PLAN SUITE 300 NEWPORT BEACH, CA 92660 City of Anaheim 949-999-9820 S E A W G W S A G W S A G W E S A G W S A G W S A W G E W S A G W S A G W S A G W E S A G W S A GW S W A G E W S A G W S A G W S A G W E S A G W S A W G W S A G E W S A G W S A G W S A G W E S A W G W S A G W S A G E W S A G W S A G W S A E GW S W A G W S A G W S E A G W 12''W 12''W 12''W 12''W 12''W S 12''W 12''W A 12''W 12''W G 12''W 12''W 12''W 12''W 12''W W 1 2 ' ' W S A G W E S A W G W S A G 1 2 ' ' W TENTATIVE TRACT NO. 17994 FOR CONDOMINIUM PURPOSES 450 NEWPORT CENTER DRIVE SOLID WASTE MANAGEMENT PLAN SUITE 300 NEWPORT BEACH, CA 92660 City of Anaheim 949-999-9820 MATERIAL LEGEND 9'-1" 9'-1" 9'-1" A2-0 PRODUCT 1 - 4 PLEX PROPOSED ELEVATIONS ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com MATERIAL LEGEND 9'-1" 9'-1" 9'-1" A2-1 PRODUCT 1 - 5 PLEX PROPOSED ELEVATIONS ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com MATERIAL LEGEND 9'-1" 9'-1" 9'-1" A2-2 PRODUCT 1 - 7 PLEX PROPOSED ELEVATIONS ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com MATERIAL LEGEND T.O. STAIRWAY HOUSING T.O. GUARDRAIL 9'-1" 9'-1" 9'-1" A2-3 PRODUCT 2 - 3 PLEX PROPOSED ELEVATIONS ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com MATERIAL LEGEND T.O. STAIRWAY HOUSING T.O. GUARDRAIL 9'-1" 9'-1" 9'-1" A2-4 PRODUCT 2 - 4 PLEX PROPOSED ELEVATIONS ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com MATERIAL LEGEND T.O. STAIRWAY HOUSING T.O. GUARDRAIL 9'-1" 9'-1" 9'-1" A2-5 PRODUCT 2 - 5 PLEX PROPOSED ELEVATIONS ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com MATERIAL LEGEND T.O. STAIRWAY HOUSING T.O. GUARDRAIL 9'-0 31/32" 9'-1" 9'-1" A2-6 PRODUCT 2 - 6 PLEX PROPOSED ELEVATIONS ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com A3-0 PRODUCT 1 - 4 PLEX BUILDING PLAN ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com A3-1 PRODUCT 1 - 5 PLEX BUILDING PLAN ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com A3-2 PRODUCT 1 - 7 PLEX BUILDING PLAN ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com A3-3 PRODUCT 1 - 7 PLEX BUILDING PLAN ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com A3-4 PRODUCT 2 - 3 PLEX BUILDING PLAN ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com A3-5 PRODUCT 2 - 4 PLEX BUILDING PLAN ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com A3-6 PRODUCT 2 - 5 PLEX BUILDING PLAN ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com R3 NON-ACCESS A3-7 PRODUCT 2 - 6 PLEX BUILDING PLAN ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com A3-8 PRODUCT 2 - 6 PLEX BUILDING PLAN ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com 9'-1" x 5'-0" 9'-10" x 12'-7" 11'-0" x 10'-1" 10'-7" x 12'-7" 20'-5" x 20'-8" 12'-6" x 15'-5" 16'-10" x 18'-6" 11'-2" x 9'-9" 7'-7" x 8'-2" GROSS SF 224 SQ. FT. 1ST FLOOR 696 SQ. FT. 2ND FLOOR 648 SQ. FT. 3RD FLOOR TOTAL 1569 SQ. FT. LIVING 463 SQ. FT. GARAGE 08 24 A3-0 PLAN 1 4 ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com 11'-10" x 10'-1" 20'-5" x 11'-4" 20'-5" x 20'-6" 16'-10" x 8'-9" 16'-10" x 11'-8" 13'-2" x 12'-4" 9'-3" x 11'-9" 7'-0" x 4'-1" 11'-3" x 3'-2" 11'-9 1/2"9'-2 1/2" GROSS SF 256 SQ. FT. 1ST FLOOR 699 SQ. FT. 2ND FLOOR 660 SQ. FT. 3RD FLOOR TOTAL 1615 SQ. FT. LIVING 41 SQ. FT. DECK 471 SQ. FT. GARAGE 08 24 A3-1 PLAN 2 4 ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com 10'-2" x 5'-0" 11'-10" x 15'-6" 12'-0" x 10'-0" 10'-7" x 15'-6" 10'-2" x 7'-0" 20'-5" x 20'-6" 13'-0" x 16'-5" 18'-10" x 17'-3" 9'-0" x 10'-5" 11'-2" x 8'-3" 12'-8" x 3'-2" 2'-4" GROSS SF 261 SQ. FT. 1ST FLOOR 785 SQ. FT. 2ND FLOOR 734 SQ. FT. 3RD FLOOR 1780 SQ. FT. TOTAL LIVING 50 SQ. FT. DECK 464 SQ. FT. GARAGE A3-2 PLAN 3 4 ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com 10'-6" x 10'-1"10'-6" x 10'-1" 11'-10" x 15'-5" 9'-6" x 12'-3" 21'-5" x 20'-5" 8'-8" x 5'-0" 8'-8" x 5'-1" 12'-4" x 12'-5" 10'-0" x 12'-4" 8'-6" x 10'-8" 17'-8" x 12'-5" GROSS SF 288 SQ. FT. 1ST FLOOR 770 SQ. FT. 2ND FLOOR 709 SQ. FT. 3RD FLOOR TOTAL 1767 SQ. FT. LIVING 405 SQ. FT. ROOF DECK 460 SQ. FT. GARAGE A3-3 PLAN 4 4 ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com 10'-2" x 11'-10" 15'-3" x 9'-0" 10'-0" x 10'-6" 5'-0" x 8'-7" 22'-9" x 20'-2" 15'-3" x 13'-4" 4'-7" x 8'-11" 8'-10" x 9'-2" R3 NON-ACCESS 5'-0" x 8'-0" 13'-10" x 11'-8" 19'-2" x 14'-5" 15'-6" x 13'-2" GROSS SF 297 SQ. FT. 1ST FLOOR 875 SQ. FT. 2ND FLOOR 804 SQ. FT. 3RD FLOOR TOTAL 1976 SQ. FT. LIVING 492 SQ. FT. ROOF DECK 498 SQ. FT. GARAGE A3-4 PLAN 5 4 ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com 11'-1" x 10'-4" 11'-2" x 10'-4" 18'-9" x 20'-7" 5'-0" x 8'-9" 20'-9" x 20'-2" 6'-4" x 6'-7" 9'-2" x 9'-5" 8'-0" x 6'-4" 19'-4" x 13'-6" 13'-10" x 14'-0" 10'-0" x 10'-0" GROSS SF 337 SQ. FT. 1ST FLOOR 913 SQ. FT. 2ND FLOOR 844 SQ. FT. 3RD FLOOR TOTAL 2094 SQ. FT. LIVING 529 SQ. FT. ROOF DECK 463 SQ. FT. GARAGE A3-5 PLAN 6 4 ANAHEIM, CA KTGY Group, Inc. 450 Newport Center Drive Architecture+Planning 12/1/2015 KTGY # 2015-0183 Suite 300 17911 Von Karman Ave, Suite 200 Newport Beach, CA 92660 Irvine, CA 92614 949.999.9800 949.851.2133 ktgy.com