6488 ORDINANCE NO. 6 4 8 8
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
ANAHEIM APPROVING DEVELOPMENT AGREEMENT NO.
2019-00001 BY AND BETWEEN THE CITY OF ANAHEIM AND
KNT I ENTERPRISES,LLC,A CALIFORNIA LIMITED LIABILITY
COMPANY, AND AUTHORIZING THE MAYOR TO EXECUTE
SAID AGREEMENT FOR AND ON BEHALF OF THE CITY.
(DEVELOPMENT AGREEMENT NO. 2019-00001)
(DEV2017-00128)
WHEREAS, Article 2.5 of Chapter 4 of Division 1 of Title 7 (commencing with Section
65864) of the Government Code of the State of California (herein referred to as the "Statute")
authorizes a city to enter into a contract which is called a development agreement in order to
establish with certainty what regulations will govern the construction of a development; and
WHEREAS, the City Council of the City of Anaheim (herein referred to as the "City
Council"), as a charter city, enacted Ordinance No. 4377 on November 23, 1982 (herein referred
to as the"Enabling Ordinance"), making the City subject to the Statute; and
WHEREAS, pursuant to subdivision (c) of Section 65865 of the Statute, the City Council
adopted Resolution No. 82R-565 on November 23, 1982 (herein referred to as the "Procedures
Resolution"), establishing procedures and requirements for consideration of development
agreements by the City upon receipt of an application therefor; and
WHEREAS, in accordance with the Statute, the Enabling Ordinance and the Procedures
Resolution (herein referred to collectively as the "Development Agreement Law"), the City of
Anaheim received a verified petition from KNT I Enterprises, LLC, (the "Developer"),requesting
that the City consider and approve a Development Agreement in the form of Development
Agreement No. 2019-00001, in the form presented at the meetings at which this Ordinance was
introduced and thereafter adopted, to provide for the development of the "Project" described in
Development Agreement No. 2019-00001 and certain vested development rights in connection
therewith; and
WHEREAS, Development Agreement No. 2019-00001 is proposed in conjunction with
the Owner's application for approval of General Plan Amendment No. 2018-00523,
Reclassification No. 2018-00316, and Conditional Use Permit No. 2018-05979, which, together
with Development Agreement No. 2019-00001, are collectively referred to as the "Proposed
Project"; and
WHEREAS, the Proposed Project is intended to permit the development of the Project on
that certain real property consisting of approximately 5.25 acres and commonly known as 1600
West Lincoln Avenue, which real property is generally depicted on the map attached hereto as
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Exhibit A and more particularly described in Exhibit B attached hereto and incorporated herein by
this reference(herein referred to as the "Property"); and
WHEREAS, pursuant to and in accordance with the provisions of the California
Environmental Quality Act (Public Resources Code Section 21000 et seq.; herein referred to as
"CEQA"), the State of California Guidelines for the Implementation of the California
Environmental Quality Act (commencing with Section 15000 of Title 14 of the California Code
of Regulations; hereinreferred to as the "CEQA Guidelines"), and the City's Local CEQA
Procedure Manual, the City is the "lead agency" for the preparation and consideration of
environmental documents for the Proposed Project; and
WHEREAS, in conformance with CEQA, the CEQA Guidelines and the City's Local
CEQA Procedure Manual, a draft Mitigated Negative Declaration was prepared to evaluate the
physical environmental impacts of the Proposed Project. The Mitigated Negative Declaration was
circulated for a 20-day public/responsible agency review on March 26, 2020, and was also made
available for review on the City's website at www.anaheim.net. On March 16, 2020,the Anaheim
City Council approved a resolution proclaiming the existence of a local emergency regarding
Novel Coronavirus (COVID-19), and in conjunction with this action closed the City Hall and the
Public Libraries to public access. Therefore the IS/MND was not available in these locations,but
was made available for purchase; and
WHEREAS, in conformance with CEQA and the CEQA Guidelines, a Mitigation
Monitoring Plan has been prepared for the Proposed Project and includes mitigation measures that
are specific to the Proposed Project(herein referred to as "MMP No. 366"); and
WHEREAS, the City gave notice of its intent to adopt the Mitigated Negative Declaration
to (a) the public pursuant to Section 15072(b) of the CEQA Guidelines, (b) those individuals and
organizations, if any, that previously submitted written requests for notice pursuant to Section
15072(b) of the CEQA Guidelines, (c)responsible and trustee and other agencies with jurisdiction
over resources that will be affected by the Proposed Project pursuant to Section 15073(c) of the
CEQA Guidelines, and(d) the Clerk of the County of Orange pursuant to Section 15072(a) of the
CEQA Guidelines; and
WHEREAS, the Planning Commission did hold a public hearing at the Anaheim Civic
Center, Council Chamber, 200 South Anaheim Boulevard, on April 27, 2020, at 5:00 p.m., notice
of said public hearing having been duly given as required by law and in accordance with the
provisions of the Anaheim Municipal Code, to consider the Mitigated Negative Declaration and
to hear and consider evidence for and against the Proposed Project and related actions, and to
investigate and make findings and recommendations in connection therewith; and
WHEREAS,by its motion,but prior in time to,the adoption of its Resolution No.PC2020-
017 and pursuant to the provisions of CEQA, the CEQA Guidelines, and the City's Local CEQA
Procedure Manual,the Planning Commission found and determined that the Proposed Project will
have a less than significant impact upon the environment with the implementation of the conditions
of approval and the mitigation measures attached to that concurrent Resolution and contained in
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MMP No. 366, and recommended that the City Council approve and adopt the Mitigated Negative
Declaration and MMP No. 366; and
•
WHEREAS, after due inspection, investigation and study made by itself, and in its behalf,
and after due consideration of, and based upon, all evidence and reports offered at said hearing
relating to Proposed Project, the Planning Commission, adopted Resolution PC2020-17,
recommending that the City Council approve the Development Agreement No. 2019-0001 in the
form presented at the meeting, contingent upon and subject to the adoption by the City Council of
(1) a resolution approving Conditional Use Permit No. 2018-05979; (2) an ordinance approving
and adopting Reclassification No.2018-00316;and,(3)resolution approving and adopting General
Plan Amendment No. 2018-00523; and
WHEREAS, upon receipt of the Planning Commission's recommendation, made by both
Resolution PC2020-17 and motion,the City Council did fix the 9th day of June, 2020, as the time,
and the City Council Chamber in the Civic Center, as the place, for a public hearing on the
Proposed Project and the Mitigated Negative Declaration and for the purpose of considering
evidence for and against the Proposed Project and the Mitigated Negative Declaration, and did
give notice thereof in the manner and as provided by law; and
WHEREAS, this City Council, after due inspection, investigation and study made by itself
and in its behalf, and after due consideration of and based upon all of the testimony, evidence and
reports offered at said hearing, does find and determine that proposed Development Agreement No.
2019-00001, in the form presented at this meeting, meets all of the standards and requirements set
forth in Resolution No. 82R-565 (the "Procedures Resolution"), which was adopted by the City
Council on November 23, 1982,that is:
1. The proposed Development Agreement No. 2019-00001 is consistent
with the General Plan,upon adoption of General Plan Amendment No. 2018-00523,
now pending, and with the goals, policies, programs and objectives specified in the
General Plan;
2. The proposed Development Agreement No. 2019-00001 is compatible
with the uses authorized in, and the regulations prescribed for,the applicable zoning
district(s) in which the Project is and will be located, upon adoption of
Reclassification No. 2018-00316, now pending;
3. The proposed Development Agreement No. 2019-00001 is compatible
with the orderly development of property in the surrounding area;
4. The proposed Development Agreement No.2019-00001 is not otherwise
detrimental to the health and safety of the citizens of the City of Anaheim; and
5. The proposed Development Agreement No. 2019-00001 constitutes a
lawful, present exercise of the City's police power and authority under, is entered
into pursuant to, and is in compliance with the City's charter powers, the
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requirements of Section 65867 of California Government Code and the Procedures
Resolution.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES
ORDAIN AS FOLLOWS:
SECTION 1.
That Development Agreement No. 2019-00001 by and between the City of Anaheim and
KNT I Enterprises, LLC, a California limited liability company, attached hereto as Exhibit C be,
and the same is hereby, approved.
SECTION 2.
That the Mayor be, and is hereby, authorized to execute Development Agreement No.
2019-00001for and on behalf of the City.
THE FOREGOING ORDINANCE was introduced at a regular meeting of the City Council
of the City of Anaheim held on the 9th day of June _ ,2020,and thereafter passed
and adopted at a regular meeting of said City Council held on the 23rd day of
June , 2020,by the following roll call vote:
AYES:Mayor Sidhu and Council Members Faessel, Barnes, Brandman,
Kring, and O'Neil
NOES: Council Member Moreno
ABSENT:None
ABSTAIN: None
CITY OF ANAHEIM
BY: 11 AI,1
A :
I!' OF TH I C TY i1 F ANAHEIM
ATTEST:
------)
A1102174-6 4
CITY CLERK OF THE CITY OF ANAHEIM
137863
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EXHIBIT "A"
DEV NO. 2017-00128
APN: 250-091-10 roma
250-091-09 �'�HFsrF�cr
250-091-11
I MI 1111x -44.
W W LINCOLN AVE W LINCOLN AVE
A
•
W EMBASSY ST
W PAMPAS IN •
fl Source Recorded Tract Maps sndror City GIS
Please note the accuracy is sr-two to live lest.
"EXHIBIT B"
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ANAHEIM,
IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS
FOLLOWS:
PARCEL ONE: (250-091-09 & 10)
PARCELS 2 AND 3 OF PARCEL MAP, IN THE CITY OF ANAHEIM, COUNTY OF
ORANGE, STATE OF CALIFORNIA,AS SHOWN ON A MAP FILED IN BOOK 19 PAGE 47
OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL TWO: (APN: 250-091-11)
ALL THAT PORTION OF LOT 3 OF HELEN AND LYNCH'S SUBDIVISION OF A PORTION
OF THE WEST HALF OF SECTION 16, TOWNSHIP 4 SOUTH, RANGE 10 WEST, SAN
BERNARDINO BASE AND MERIDIAN, IN THE CITY OF ANAHEIM, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 422
PAGE 158 OF DEEDS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA,
DESCRIBED AS FOLLOWS:
THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST
QUARTER OF SECTION 16,TOWNSHIP 4 SOUTH,RANGE 10 WEST, SAN BERNARDINO
BASE AND MERIDIAN.
EXCEPT THEREFROM THE FOLLOWING: BEGINNING AT A POINT 324.46 FEET WEST
OF THE NORTHEAST CORNER OF THE NORTHEAST QUARTER OF THE NORTHWEST
QUARTER OF THE NORTHWEST QUARTER OF SECTION 16, TOWNSHIP 4 SOUTH,
RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN; THENCE SOUTH 661.49
FEET TO THE SOUTH LINE OF SAID NORTHEAST QUARTER; THENCE WEST ALONG
SAID SOUTH LINE 335.57 FEET TO THE WEST LINE OF SAID NORTHEAST QUARTER;
THENCE NORTH ALONG SAID WEST LINE 662.05 FEET TO THE NORTH LINE OF SAID
NORTHEAST QUARTER; THENCE EAST ALONG SAID NORTH LINE 335.71 FEET TO
THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM THE FOLLOWING PARCELS OF LAND:
PARCEL A: THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHWEST
QUARTER OF SECTION 16, TOWNSHIP 4 SOUTH, RANGE 10 WEST IN THE RANCHO
SAN JUAN CAJON DE SANTA ANA, ALSO BEING THAT PORTION OF LOT 3 OF THE
HELEN AND LYNCH'S ADDITION TO ANAHEIM AS SHOWN ON A MAP RECORDED IN
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BOOK 442 PAGE 158 OF DEEDS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF THE
NORTHWEST QUARTER OF SAID SECTION; THENCE SOUTH 89°08'42"WEST ALONG
THE NORTHERLY LINE OF SAID SECTION,
324.46 FEET; THENCE SOUTH 0° 51' 18" EAST 38.37 FEET; THENCE NORTH 87° 35' 00"
EAST 324.35 FEET TO THE EAST LINE OF SAID NORTHWEST QUARTER OF THE
NORTHWEST QUARTER OF SAID SECTION; THENCE NORTH 0°24' 59" WEST ALONG
SAID WEST LINE, 30.01 FEET TO THE POINT OF BEGINNING
PARCEL B:THAT PORTION OF SAID SECTION DESCRIBED AS FOLLOWS:BEGINNING
AT A POINT IN THE SOUTH LINE OF PARCEL A ABOVE, SAID POINT BEING
WESTERLY ALONG SAID LINE 40.01 FEET FROM THE EAST LINE OF SAID
NORTHWEST QUARTER OF THE NORTHWEST QUARTER; THENCE EASTERLY 40.01
FEET TO SAID EAST LINE; THENCE SOUTH 0°24' 59" EAST ALONG SAID EAST LINE,
20.70 FEET; THENCE WESTERLY AT RIGHT ANGLES TO SAID EAST LINE 20.01 FEET;
THENCE NORTHWESTERLY IN A DIRECT LINE TO THE POINT OF BEGINNING AS
DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA RECORDED OCTOBER 23,
1956 IN BOOK 3686 PAGE 35 OF OFFICIAL RECORDS.
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"EXHIBIT C"
[Behind this Page]
-8-
RECORDING REQUESTED BY AND,
WHEN RECORDED,RETURN TO:
City Clerk
City of Anaheim
P.O.Box 3222
Anaheim,California 92805
(SPACE ABOVE FOR RECORDER'S USE)
DEVELOPMENT AGREEMENT
BETWEEN
CITY OF ANAHEIM
AND
KNT I ENTERPRISES,LLC
•
TABLE OF CONTENTS
Page
1. DEFINITIONS 2
2. PROPERTY,PURPOSE AND INTENT 6
2.1 Property Description 6
2.2 City Objectives 6
2.3 Developer Objectives 7
2.4 Mutual Objectives 7
3. AGREEMENT AND ASSURANCES 7
3.1 Agreement and Assurance on the Part of Developer 7
3.2 Agreement and Assurances on the Part of the City 7
3.2.1 Entitlement to Develop 7
3.2.2 Changes in Applicable Rules 7
3.2.3 Agreed Changes and Other Reserved Powers 8
3.2.4 Subsequent Development 8
3.2.5 Effective Development Standards 8
3.2.6 Timing and Sequencing of Development 8
3.3 Processing Fees;Extraordinary Processing Consultant Charges and
Environmental Review 9
3.3.1 Processing Fees and Charges 9
3.3.2 Environmental Review 9
4. DEVELOPMENT PLAN 9
4.1 Vested Right to Develop Property 9
5. ANNUAL REVIEW; REIMBURSEMENT; DEFAULT; SPECIFIC
PERFORMANCE 9
5.1 Annual Review 9
5.2 Reimbursement of Costs 10
5.3 Default by Developer 10
5.3.1 Default 10
5.3.2 Notice of Default 10
5.3.3 Termination for Failure to Cure Default 10
5.3.4 Specific Performance 10
5.3.5 Damages 10
5.4 Default by City 11
5.4.1 Notice of Default 11
6. PUBLIC BENEFITS 11
6.1 Increase in Property Taxes 11
6.2 Affordable Housing Payment 11
7. GENERAL PROVISIONS 12
7.1 Date Agreement Becomes Effective 12
7.2 Term 12
7.2.1 Basic Term 12
7.2.2 Early Termination of Agreement 12
7.2.3 Automatic Termination of Agreement 12
7.2.4 Effect of Termination 13
7.3 Force Majeure: Extension of Time of Performance 13
7.4 Applicable Law 13
7.5 Amendments 13
7.6 Assignment 13
7.6.1 Right to Assign 13
7.7 Mortgage Rights 14
7.7.1 Encumbrances on the Property and this Agreement 14
7.7.2 Mortgagee Protection 14
7.7.3 Mortgagee Not Obligated 14
7.7.4 Notice of Default to Mortgagee: Right of Mortgagee to Cure 15
7.7.5 Bankruptcy 15
7.7.6 Termination Subject to Mortgagee Rights 15
7.7.7 No Cancellation 15
7.7.8 Reserved 15
7.7.9 Separate Agreement 15
7.7.10 Material Notices 16
7.7.11 Mortgagee Right to Assign 16
7.8 Covenants 16
7.9 Implementation 16
7.10 Relationship of the Parties 16
7.11 Cooperation in the Event of Third Party Litigation 16
7.12 Notices 17
7.13 Recordation 17
7.14 Developer Hold Harmless 18
7.15 Successors and Assigns 18
7.16 Severability 18
7.17 Waiver 18
7.18 Third Party Beneficiaries 18
7.19 Expedited Processing 18
7.20 Requests for Payment 18
7.21 Entire Agreement 19
7.22 Conflict of Laws 19
7.23 Legal Advice;Neutral Interpretation;Headings and Table of Contents 19
7.24 Counterparts 19
7.25 Organization and Standing of Developer 19
ii
DEVELOPMENT AGREEMENT NO.
BY AND BETWEEN THE CITY OF ANAHEIM
AND KNT I ENTERPRISES,LLC
THIS DEVELOPMENT AGREEMENT NO. ("Agreement")is made and entered
into as of this day of 2020(the"Date of Agreement"),by and between the CITY OF
ANAHEIM, a charter city and a municipal corporation duly organized and existing under the
Constitution and the laws of the State of California ("City"), and KNT I ENTERPRISES, LLC, a
California limited liability company("Developer"),pursuant to the authority set forth in Section 65867
of the California Government Code,and the general authority set forth in section 65864 et seq. of the
Government Code (the "Development Agreement Act"), 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"). The definitions contained in Section 1 shall apply to the
entire Agreement,including the following RECITALS.
RECITALS
A. Developer has proposed development of the Project,as defined below and depicted on
the Site Map(Exhibit A to this Agreement).
B. The City and Developer recognize that development of the Project will provide
redevelopment of a commercial area with much needed housing and retail for the City and the region;
and
C. The Project will provide a mixed-use development with residential and retail uses,
which will provide new General Fund revenues intended to offset incremental City costs associated
with such uses;and
D. The Project will provide development fees which will provide City-wide benefits,
certain public infrastructure, private parking and amenities needed to support the Project, as well as
funding for off-site affordable housing programs and projects; and
E. Developer, in consideration of City entering into this Agreement and of the benefits
and opportunities provided to Developer by the Existing Approvals and the cooperation and assistance
of the City in connection therewith, agrees to pay to City the "Affordable Housing Payment" (as
defined below)and will further provide assurances to the City that the public infrastructure,amenities
and design features of the Project are implemented in a timely manner as set forth in the Existing
Approvals and;
F. In order to provide certainty and render development of the Project more feasible in
light of the large capital investment and time necessary to coordinate and implement the Project,
Developer requires assurance from the City that the land use entitlements in the Existing Approvals
shall,to the extent specified herein,not be amended or supplemented;and
G. Developer also recognizes and agrees that in extending these benefits to Developer,the
City must retain the Reserved Powers; and
H. Concurrently with or prior to approval of this Agreement, the City has approved the
following other Project Approvals applicable to the Project,which are hereinafter collectively referred
to as the"Existing Approvals":
1) General Plan Amendment No. 2018-00523;
2) Zoning Reclassification No. 2018-00316; and
3) Conditional Use Permit No. 2018-05979.
I. City and Developer desire to enter into this Agreement to provide for the Affordable
Housing Payment and to assure development of the Property in accordance with the Existing Approvals
and provide for vesting of same for the Term of the Agreement,to assure the City of installation of the
public infrastructure, including parking facilities, amenities and design features of the Project in
accordance herewith and as described in the Existing Approvals; and
J. On _, 20_, the Planning Commission, held a duly noticed public
hearing regarding this Agreement and environmental documentation related thereto, and at the
conclusion of such hearing, and after consideration of evidence and testimony submitted by City staff,
the Developer and all interested parties, adopted a Resolution recommending that the City Council
approve the Agreement; and
K. The City hereby finds that this Agreement and the Existing Approvals are consistent
with the City's General Plan and the Anaheim Municipal Code, and that the MND satisfies all
requirements of the California Environmental Quality Act and the State CEQA Guidelines with respect
to this Agreement and the Project; and
L. On , 2020, the City Council held a duly noticed public hearing
regarding this Agreement and, at the conclusion of the hearing, and after considering the
recommendation of the Planning Commission,the evidence and testimony submitted by City staff,the
Developer and all other interested parties, introduced Ordinance No. approving this Agreement
on , 2020, and adopted Ordinance No. authorizing execution of this
Agreement on , 2020(the"Authorizing Ordinance"); and
'WHEREAS, for the foregoing reasons, the Parties desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual promises and covenants
herein contained and other valuable consideration,the receipt and legal sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
1. DEFINITIONS.
1.1 "Affordable Housing Payment"means payments to be made by Developer to City as
set forth in Section 6.2 of this Agreement.
1.2 "AMC"means the Anaheim Municipal Code.
1.3 "Annual Review" means the annual review process as described in Section 5.1 of this
Agreement.
2
1.4 "Applicable Rules"means(subject to the qualifications set forth herein with respect to
Fees and excluding the Reserved Powers) the rules, regulations, ordinances and officially adopted
plans and policies of the City in force as of the Effective Date governing the use and development of
real property and which, among other matters, govern the permitted uses of land, the density or
intensity of use, the maximum height and size of proposed buildings,parking requirements, setbacks,
development standards, the provisions for reservation or dedication of land for public purposes, and
the design improvements applicable to the development of the Property, including without limitation,
the Existing Approvals.
1.5 "CEQA" means the California Environmental Quality Act (Cal. Public Resources
Code sections 21000 et seq.),the State CEQA Guidelines(Cal. Code of Regs.,Title 14,section 15000
et seq.)and City CEQA Guidelines.
1.6 "City Agency" means each and every agency, department, board, Commission,
authority,employee,and/or official acting under the authority of the City that have permit,entitlement
or approval authority or jurisdiction over the Project, including, without limitation, the City Council
and the Planning Commission.
1.7 "City Attorney"means the City Attorney of the City.
1.8 "City Council"means the City Council of the City.
1.9 "City Manager"means the City Manager of the City.
1.10 "Conditions of Approval"means those conditions of approval for the Project adopted
in connection with the granting of the Existing Approvals.
1.11 "Discretionary Action" means an action which requires the exercise of judgment,
deliberation or a decision on the part of the City and/or any City Agency in the process of approving
or disapproving a particular activity, as distinguished from Ministerial Permits and Approvals, as
defined below, and any other activity which merely requires the City and/or any City Agency to
determine whether there has been compliance with statutes, ordinances or regulations. Discretionary
Actions shall not include any Ministerial Permits and Approvals.
1.12 "Effective Date"means the effective date of the Authorizing Ordinance.
1.13 "Existing Approvals"means those approvals described in Recital H.
1.14 "Fees" means any fees or charges imposed or collected by the City as of the Effective
Date other than (i) Impact Fees, Processing Fees and Charges and (ii) fees collected and/or imposed
by the City for the benefit of public agencies other than the City.
1.15 "General Plan"means the General Plan of the City.
1.16 "Housing Fund" means that certain fund created and maintained by City pursuant to
City Council Resolution No. 2018-106.
1.17 "Impact Fees" means impact fees, linkage fees, exactions, fair share charges or other
similar impact fees or charges imposed on and in connection with new development on a city-wide
basis by the City pursuant to rules, regulations, ordinances and policies of the City in full force and
3
effect as of the Effective Date. Impact Fees shall not include Processing Fees and Charges, the
Affordable Housing Payment,taxes or special assessments.
1.18 "Inspections" means all field inspections and reviews by City officials during the
course of construction of the Project and the processing of certificates of occupancy (permanent or
temporary).
1.19 "Institutional Lender"means any of the following institutions having assets or deposits
in the aggregate of not less than One Hundred Million Dollars ($100,000,000.00): a California
chartered bank; a bank created and operated under and pursuant to the laws of the United States of
America; an"incorporated admitted insurer" (as that term is used in Section 1100.1 of the California
Insurance Code); a "foreign (other state) bank" (as that term is defined in Section 1700(1) of the
California Financial Code); a federal savings and loan association (Cal. Fin. Code Section 8600); a
commercial finance lender (within the meaning of Sections 2600 et seq. of the California Financial
Code); a"foreign (other nation) bank" provided it is licensed to maintain an office in California, is
licensed or otherwise authorized by another state to maintain an agency or branch office in that state,
or maintains a federal agency or federal branch in any state(Section 1716 of the California Financial
Code);a bank holding company or a subsidiary of a bank holding company which is not a bank(Section
3707 of the California Financial Code); a trust company, savings and loan association, insurance
company, investment banker; college or university; pension or retirement fund or system, either
governmental or private, or any pension or retirement fund or system of which any of the foregoing
shall be trustee, provided the same be organized under the laws of the United States or of any state
thereof;and a Real Estate Investment Trust,as defined in Section 856 of the Internal Revenue Code of
1986, as amended, provided such trust is listed on either the American Stock Exchange or the New
York Stock Exchange.
1.20 "Key People"means Michael Wallace,Timothy Wallace,members of their immediate
families,and,if applicable,a trust established by one or more of such persons in connection with estate
planning activities.
1.21 "Legal Description" means the legal description of the Property attached hereto as
Exhibit B and incorporated herein by reference.
1.22 "Litigation"means any lawsuit(including a cross-action)filed against the City and/or
Developer which challenges the validity,implementation or enforcement of,or seeks any other remedy
directly relating to,all or any part of the Existing Approvals or this Agreement.
1.23 "MND"means the Mitigated Negative Declaration prepared to evaluate the physical
environmental impacts of the Project.
1.24 "Ministerial Permits and Approvals" means the nondiscretionary permits, approvals,
plans, inspections,certificates,documents and licenses required to be taken,issued or approved by the
City in order for Developer to implement, develop and construct the Project and the Mitigation
Measures, including without limitation,building permits,and other similar permits and approvals.
1.25 "Mitigation Measures" means those Mitigation Measures set forth in that certain
Mitigation Monitoring Plan No._for the Project.
4
1.26 "Mortgage" means an instrument or instruments securing one or more financings by
the Developer with respect to the construction, development, use or operation of the Project, and
includes whatever security instruments are used in the locale of the Project, including, without
limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing
statements, security agreements and other documents required pursuant to the Uniform Commercial
Code.
1.27 "Mortgagee"means one or more Institutional Lenders holding a beneficial interest and
secured position under any Mortgage which have notified City, in writing, of its request for notice
under the provision of Section 7.7 hereof.
1.28 "Official Records"means the Official Records of Orange County, California.
1.29 "Parties"means collectively the Developer and the City.
1.30 "Party"means any one of the Developer or the City.
1.31 "Plaintiff' eans any party seeking relief or compensation through Litigation,whether
as plaintiff,petitioner, cross-complainant or otherwise.
1.32 "Planning Commission"means the Planning Commission of the City.
1.33 "Planning Director" means the Planning and Building Director of the City.
1.34 "Processing Fees and Charges"means all processing fees and charges required by the
City including, but not limited to, fees and charges for land use applications, Project permits, building
applications, building permits, grading permits, encroachment permits, tract or parcel maps, lot line
adjustments, air right lots, street vacations,certificates of occupancy and other similar permits.
1.35 "Project"means the development on the Property of 315 residential apartment(rental)
units with approximately 43,196 square feet of exterior and interior resident amenity space,
approximately 3,413 square feet of retail space,and an approximately 2,031 square foot leasing office,
as more specifically described in the Existing Approvals and as shown on the Site Map.
1.36 "Project Architect"means the architect designated by the Developer as responsible for
the design and construction supervision of the Project.
1.37 "Property" means that real property Developer owns, which is legally described in
Exhibit B attached hereto.
1.38 "Public Improvements"means the facilities to be improved,constructed and dedicated
to(and, upon completion in accordance with this Agreement,accepted by) the City by the Developer.
Public Improvements include sidewalks, all public utilities within the streets (such as electricity and
water,but excluding any non-municipal utilities),paths in the public right-of-way,off-site intersection
improvements (including but not limited to curbs, curb ramps, medians, signaling, traffic controls
devices, signage, and striping), and all other improvements delineated on street improvement plans
approved by the City Engineer for the Project during the pendency of the Project.
1.39 "Reserved Powers" means the rights and authority excepted from this Agreement's
restrictions on the City's police powers which are reserved to the City, including without limitation the
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establishment of new fees and, commencing with the fourth (4th) anniversary of the Effective Date,
applying the then-applicable Impact Fees adopted by the City to the Project. The Reserved Powers
supersede the Applicable Rules to the extent of any inconsistency and include the power to enact and
implement rules, regulations, ordinances and policies after the Effective Date that may be in conflict
with the Applicable Rules, which: (1)prevent or remedy conditions which the City has found to be
injurious or detrimental to the public health or safety and are generally applicable on a City-wide basis;
(2)are Uniform Codes; (3)are necessary to comply with state and federal laws,rules and regulations
(whether enacted previous or subsequent to the Effective Date) as provided in Section 3.2.2.3, or to
comply with a court order or judgment of a state or federal court; (4)are agreed to or consented to by
Developer; (5)involve the formation of assessment districts, Mello-Roos Community Facilities
Districts, special districts, maintenance districts or other similar districts formed in accordance with
applicable laws provided,however,that Developer shall retain all its rights with respect to such districts
pursuant to all applicable laws;or(6)are Processing Fees and.Charges.
1.40 "Section"means the indicated section or subsection number of this Agreement.
1.41 "Site Map"means the map of the Property which is attached thereto as Exhibit A and
incorporated herein by reference.
1.42 "Term"means the period of time during which this Agreement shall be in effect and
shall bind the City and Developer as provided in Section 7.2 of this Agreement.
1.43 "Transfer" means: (i)a sale of the Property, portion thereof, or interest therein
(excepting to a wholly owned subsidiary of Developer in which a controlling interest and not less than
a majority ownership interest is held among the Key People,and excluding any portion of the Property
dedicated to City in connection with the implementation of development of the Property as well as the
granting of normal and customary utility easements); (ii)a ground lease of the Property or portion
thereof;or(iii)the change in the Developer eliminating one or more of the Key People.
1.44 "Uniform Codes"means those building, electrical, mechanical, fire and other similar
regulations which are applicable throughout the City, including, but not limited to, the California
Building Standards Codes, as adopted by the City Council and codified in Chapter 15.03 (Building
Standards Codes and Administrative Provisions Pertaining to Building and Construction) of Title 15
(Buildings and Housing) of the AMC, and the California Fire Code, as adopted by the City Council
and codified in Chapter 16.08 (California Fire Code) of Title 16 (Fire)of the AMC,as the same may
be amended from time to time by the City.
2. PROPERTY.PURPOSE AND INTENT.
2.1 Property Description. The Property is shown on the Site Map and described in the
Legal Description.
2.2 City Objectives. The City desires that the Property be developed as provided for in the
Existing Approvals to: (i)provide for the payment by the Developer to the City of the Affordable
Housing Payment, (ii)provide a fully integrated and coordinated development based on
comprehensive planning principles; and (iii)to the extent Developer proceeds with the Project, to
assure that the Project will be developed as described in the Existing Approvals. The City further
desires to encourage the generation of private payments to the Housing Fund, including without
limitation the payment by the Developer of the Affordable Housing Payment.
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2.3 Developer Objectives. This Agreement is necessary to assure Developer that(i) the
Project will not be reduced in density,intensity or use;and(ii)the Project will not be subjected to new
rules,regulations,ordinances,or official policies or delays which are not permitted by this Agreement.
2.4 Mutual Objectives. Development of the Project in accordance with this Agreement
will provide the assurances required for the development of the Project in accordance with the goals
and objectives set forth in the General Plan. Moreover,this Agreement provides additional assurance
to the City and Developer that,should Developer proceed with the Project,the installation of necessary
improvements will occur in the manner set forth in the Existing Approvals and otherwise achieve the
goals and purposes for which the Development Agreement Act was enacted. The Parties believe that
such an orderly,coordinated development of the Project will provide many public benefits to the City,
including without limitation:delivery by the Developer to the City of the Affordable Housing Payment,
and development of under-utilized properties and uses.
3. AGREEMENT AND ASSURANCES.
3.1 Agreement and Assurance on the Part of Developer. In consideration for the City
entering into this Agreement, and as an inducement for the City to obligate itself to carry out the
covenants and conditions set forth in this Agreement, and in order to effectuate the purposes and
intentions set forth in Section 2 of this Agreement, should Developer proceed with the Project,
Developer hereby agrees to(i)develop the Project consistent with the Existing Approvals, subject to
3.2.6 of this Agreement and Force Majeure; and (ii)deliver to the City the Affordable Housing
Payment,by the time set forth therefor in Section 6.2 of this Agreement.
3.2 Agreement and Assurances on the Part of the City. In consideration for Developer
entering into this Agreement and delivery of the Affordable Housing Payment and provision of other
public benefits,as further set forth in Section 6 below, and as an inducement for Developer to obligate
itself to carry out the covenants and conditions set forth in this Agreement, the City hereby agrees
during the term as follows:
3.2.1 Entitlement to Develop. Developer has a vested right to develop the Project
in accordance with the Existing Approvals subject to the terms and conditions of this Agreement,the
Applicable Rules and the Reserved Powers. City shall not revoke or modify the Existing Approvals.
Developer's vested rights under this Agreement shall include,without limitation,the right to remodel,
renovate, rehabilitate, redevelop, rebuild or replace the Project or any portion thereof throughout the
applicable Term for any reason, including, without limitation, in the event of damage, destruction or
obsolescence of the Project or any portion thereof,subject to the Applicable Rules,Existing Approvals
and Reserved Powers, provided that Developer shall have paid to City not less than Three Hundred
Thousand Dollars($300,000.00)as the Affordable Housing Payment.
3.2.2 Changes in Applicable Rules.
3.2.2.1 Non-Application of Changes in Applicable Rules. Any change in,or
addition to,the Applicable Rules, including, without limitation,any change in any applicable general
or specific plan, zoning ordinance or building regulation adopted or becoming effective after the
Effective Date, including, without limitation, any such change by means or ordinance, City Charter
amendment, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or
instituted for any reason whatsoever and adopted by the City Council, Planning Commission or City
Agency, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be
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applicable to the Project and which would conflict with the Applicable Rules, Existing Approvals or
this Agreement, shall not be applied to the Project unless such changes represent an exercise of the
City's Reserved Powers or are otherwise expressly allowed by this Agreement or consented to in
writing by Developer. In the event of any conflict or inconsistency between this Agreement and the
Applicable Rules,the provisions of this Agreement shall control.
3.2.2.2 Changes in Uniform Code. Notwithstanding any provision of this
Agreement to the contrary, construction of the Project shall comply with changes occurring from time
to time in the Uniform Codes pursuant to the Reserved Powers.
3.2.2.3 Changes Mandated by Federal or State Law. This Agreement shall
not preclude the application to the Project of changes in, or additions to, the Applicable Rules. In the
event state or federal laws or regulations prevent or preclude compliance with one or more provisions
of this Agreement,such provisions shall be modified or suspended as may be necessary to comply with
such state or federal laws or regulations.
3.2.2.4 Special Taxes and Assessments. Developer shall have the right, to
the extent permitted by law,to protest,oppose and vote against any and all special taxes, assessments,
levies, charges and/or fees imposed with respect to any assessment districts, Mello-Roos Community
Facilities Districts,maintenance districts or other similar districts which would include the Property or
the Project.
3.2.3 Agreed Changes and Other Reserved Powers. This Agreement shall not
preclude application to the Project of rules, regulations, ordinances and officially adopted plans and
policies otherwise in conflict with the Applicable Rules if(i) agreed to in writing by Developer, or
(ii)result from the Reserved Powers. City agrees that Developer may, in its sole discretion, give the
City written notice of its election to have any subsequent change in the Applicable Rules applied to
some portion or all of the Project or the Property as it may own,in which case such subsequent changes
in the Applicable Rules shall be deemed to be contained within the Applicable Rules insofar as that
portion of the Property is concerned.
3.2.4 Subsequent Development. The City shall not require Developer to obtain
any approvals or permits for the development of the Project other than those permits or approvals
which are required by the Applicable Rules or the Reserved Powers.
3.2.5 Effective Development Standards. The City agrees that with respect to the
Project it is bound to permit development of the Project in accordance with the Existing Approvals
including without limitation, the uses, intensity and density as permitted by the Existing Approvals,
subject to the Applicable Rules, Reserved Powers and this Agreement. Moreover, the City hereby
agrees that it will not unreasonably withhold any Discretionary Action which must be issued by the
City in order for the Project to proceed,provided that Developer reasonably and satisfactorily complies
with all City-wide standard procedures and policies of the City for processing any such Discretionary
Action and pays any applicable Processing Fees and Charges. The 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 Agreement,
3.2.6 Timimi and Sequencing of Development. Developer anticipates that the
Project will be completed in one construction phase, including all general grading, site preparation,
utility lines and infrastructure. Notwithstanding any provision of this Agreement or the AMC, the
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Parties expressly agree that there is no requirement that Developer initiate or complete development
of the Project or any particular phase of the Project within any particular period of time, and City shall
not impose such a requirement on any of the Existing Approvals. The Parties acknowledge that
Developer cannot at this time predict when or the rate at which the Property will be developed. Such
decisions depend upon numerous factors which are not within the control of Developer,such as market
demand,interest rates, competition and other similar factors. Because the California Supreme Court
held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 455, that the failure of the
parties therein to provide for the timing of development resulted in a later adopted initiative restricting
the timing of development to prevail over such parties' agreement, it is the Parties' intent to cure that
deficiency by expressly acknowledging and providing that Developer shall have the right to develop
the Property,or to not develop the Property,in such order and such rate and at such time as Developer
deems appropriate within the exercise of its subjective business judgment in its sole and absolute
discretion; provided, however, that upon commencement of any work related to the development or
construction of the Project, or any portion thereof, the Developer shall diligently prosecute the same
to completion without substantial interruption in accordance with applicable permits and requirements
under this Agreement, subject to Force Majeure. In the event an ordinance, resolution or other
measure,referendum,or initiative is enacted,whether by action of the City or otherwise,which relates
to the rate, amount,timing, or sequencing of the development or construction of the Project on all or
any part of the Property or the implementation or construction of the Mitigation Measures,City agrees,
to the maximum extent permitted by law, that such ordinance, resolution or other measure shall not
apply to the Project, the Property or this Agreement,unless such changes are adopted pursuant to the
City's exercise of its Reserved Powers or other applicable provisions of this Agreement.
3.3 Processing Fees; Extraordinary Processing Consultant Charges and Environmental
Review.
3.3.1 Processing Fees and Charges. Developer shall pay all Processing Fees and
Charges for Ministerial Permits and Approvals and Inspections at the rate in effect at the time they are
sought.
3.3.2 Environmental Review. In compliance with CEQA,the City has conducted
an environmental review of the Project and has adopted the MND and Mitigation Measures. The City
intends that Ministerial Permits and Approvals are not actions subject to requirements for further
environmental review pursuant to CEQA.
4. DEVELOPMENT PLAN.
4.1 Vested Right to Develop Property. Subject to the terms of this Agreement,Developer
shall have a vested right to develop the Property in accordance with, and to receive the benefits set
forth and provided in,the Existing Approvals. In the absence of a default by Developer,City shall not
revoke,rescind,impede or thwart any of the Existing Approvals or this Agreement.
5. ANNUAL REVIEW;REIMBURSEMENT;DEFAULT; SPECIFIC PERFORMANCE.
5.1 Annual Review. During the Term and so long as this Agreement is in effect,Developer
shall initiate and the City shall conduct an Annual Review of Developer's compliance with this
Agreement and the Procedures Resolution. Such Annual Review shall be limited in scope to
determining good faith compliance with the provisions of this Agreement. The Annual Review shall
be initiated and conducted in accordance with the Procedures Resolution.
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5.2 Reimbursement of Costs. Developer shall pay to City in advance,the Application Fee
for Annual Review required by the City's Procedures Resolution on each occasion that Developer
submits its evidence for the Annual Review. Developer shall also reimburse the City for its actual
costs, reasonably and necessarily incurred or any legal or financing consultant cost necessary to
accomplish review of amendments pursuant to Section 7.5 of this Agreement. Such reimbursement
shall be due within thirty(30)days after receipt of invoice from the City.
5.3 Default by Developer.
5.3.1 Default. In the event the City reasonably determines that Developer has
failed to perform any of its obligations under this 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
Agreement;provided,however,that the City's right to compel specific performance of the obligations
of Developer under this Agreement shall be subject to the limitations set forth in Section 5.3.4. Further,
the City shall have no right to monetary damages except as set forth in Section 5.3.5.
5.3.2 Notice of Default. In the event the City reasonably determines that
Developer is in default of any of its obligations under this Agreement, the City shall send a notice of
such alleged default(s)to Developer in which the allegations of default shall be set forth in sufficient
detail to enable Developer to ascertain the specific actions necessary to cure the alleged default(s).
Upon receipt of a notice of default, Developer 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.
5.3.3 Termination for Failure to Cure Default. If after the cure period provided for
in Section 5.3.2 has lapsed and the Planning Director reasonably finds and determines that Developer
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 Agreement in
accordance with the Procedures set forth in Sections 7.2 and 7.3 of the Procedures Resolution.
5.3.4 Specific Performance. Except as provided in this Section 5.3.4,the City shall
have no right under this Agreement to seek a remedy of specific performance with respect to the Project
in the event of an abandonment of the Project. In in the interest of public safety and the valid exercise
of its police power, the Parties agree that the City has the right to direct Developer, 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
Developer in its sole discretion. Nothing in this Section 5.3.4 shall limit the City's enforcement of all
applicable provisions of the Applicable Rules,Existing Approvals,Mitigation Measures,and Uniform
Code for any portion of the Project then or thereafter constructed(e.g., requiring Developer to build
sewer laterals required under Applicable Rules to serve the Project actually completed),termination of
this Agreement in accordance with the provisions hereof notwithstanding.
5.3.5 Damages. The City shall have the right to recover damages equal to the
amount to the required Affordable Housing Payment to the extent less than all of the Affordable
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Housing Payment of Three Hundred Thousand Dollars($300,000.00)has been received by City from
Developer. Any damage remedy of Developer against City shall be limited to the amount of actual
damages sustained by Developer and caused by wrongful actions of City,but in no event to exceed the
amounts theretofore paid by Developer to City as the Affordable Housing Payment.
5.4 Default by City.
5.4.1 Notice of Default. In the event the Developer reasonably determines that the
City is in default of any of its obligations under this Agreement, the Developer 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 Developer, 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 Developer in its sole discretion.
The Parties may mutually agree in writing to extend the time periods set forth in this Section.
Developer shall have all rights and remedies provided herein or by applicable law,which shall include
but not be limited to compelling the specific performance of the City's obligations under this
Agreement provided that Developer,as the case may be,has first complied with the notice procedures
in this Section. No part of this Agreement shall be deemed to abrogate or limit any immunities or
defenses the City may otherwise have with respect to claims for monetary damages.
6. PUBLIC BENEFITS.
6.1 Increase in Property Taxes. The Project will generate significant additional property
taxes.
6.2 Affordable Housing Payment. The Affordable Housing Payment is due as of the
sixtieth (601h) day after the Date of Agreement; provided that, at its election, Developer may make
payments in two installments as follows: (i)an initial payment,which shall be in the amount of One
Hundred Thousand Dollars ($100,000.00) shall be paid by Developer to City on or before the first to
occur of: (a)the issuance of a grading permit as to all or any portion of the Property; (b)the
commencement of grading activity on all or any portion of the Property; (c)the issuance of a building
permit for construction on all or any portion of the Property; (d)the commencement of construction
on the Property or any portion thereof; or(e)a Transfer of the Property or portion thereof; and(ii)a
second payment,which shall be in the amount of Two Hundred Thousand Dollars($200,000.00)shall
be paid by Developer to City on or before the first to occur of: (a)the issuance of any certificate of
occupancy for improvements to the Property or any portion thereof; (b)the issuance by City, at its
election, of a temporary certificate of occupancy for improvements to the Property or any portion
thereof; or (c) a Transfer of the Property or any portion thereof. Execution and recording of this
Agreement shall be deemed to create a lien in favor of City (as beneficiary), with rights to enforce
collection,as to the Affordable Housing Payment.
In the event moneys are disbursed by Developer to City in connection with a Transfer of the
Property or portion thereofi as referenced in(i)(e)and(ii)(c)of the preceding paragraph of this Section
6.2,such moneys will be held by City until the termination of this Agreement following the receipt by
City within one hundred eighty (180) days of a Transfer of an unconditional unequivocal, and
irrevocable writing by Developer or a transferee of the interests of Developer in this Agreement, City
having received written notice of such Transfer from Developer prior to such Transfer having been
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effected,which writing states that the Developer(or approved transferee)desires to effect termination
of this Agreement as soon as feasible. In the event of a Transfer not accompanied by a notice as
described in the preceding sentence, all moneys disbursed to City under the first paragraph of this
Section 6.2 shall be retained by City: moneys so disbursed to City shall be held by City; City may
invest such moneys but shall have no obligation to maximize the return on such moneys. In the event
the City terminates the Agreement following receipt of notice therefor from the Developer as described
in the preceding portion of this paragraph, the moneys disbursed to City under the first paragraph of
Section 6.2,together with interest, if any,earned thereon, will be returned immediately to Developer
or to a designee as indicated by Developer in writing to City with signatures notarized.
In the event of a Transfer with no notice regarding termination having been made by Developer
or a transferee as to the Property or any interest therein, the moneys received by City under the first
paragraph of Section 6.2 shall be retained by City. In addition,City will retain any moneys disbursed
to City under(i)(a),(i)(b),(i)(c),(i)(d),(ii)(a), and(ii)(b)of the first paragraph of this Section 6.2.
Upon receipt by City of the Affordable Housing Payment, subject to the provisions of the
preceding paragraph regarding notice in the event of certain termination of the Agreement, City will
cause such Affordable Housing Payment to be kept in the Housing Fund until used by the City for
purposes consistent with City Resolution No. 2018-106; provided that the manner in which the City
deploys moneys in the Housing Fund is not a matter of concern to the Developer.
7. GENERAL PROVISIONS.
7.1 Date Agreement Becomes Effective. This Agreement shall become effective on the
Effective Date.
7.2 Term.
7.2.1 Basic Term. The Term of this Agreement shall commence on the Effective
Date of this Agreement and shall extend, modified for a period of seven(7)years after the Effective
Date, unless extended or earlier terminated as provided herein. City delegates authority to the City
Planning Commission to extend the Term, at its election, for an additional period of up to three (3)
years after the initial seven (7)year term. Following the expiration or termination of this Term, this
Agreement shall terminate and be of no further force and effect.
7.2.2 Early Termination of Agreement. This Agreement is terminable: (i)by
mutual written agreement of the Parties; or (ii)by either Party following an uncured default by the
other Party under this Agreement,subject to the procedures and limitations set forth in this Agreement;
or(iii)upon the occurrence of the entry of a final judgment or issuance of a final order,after all appeals
have been exhausted, directed to the City as a result of any lawsuit filed against the City to set aside,
withdraw or abrogate the approval of the City Council of this Agreement;or(iv)if termination occurs
pursuant to the provisions of the Procedures Resolution and such termination is so intended thereby.
7.2.3 Automatic Termination of Agreement. If not already terminated by reason
of any other provision in this Agreement, or for any other reason,this Agreement shall automatically
terminate and be of no further force and effect upon completion of the Project pursuant to the terms of
this Agreement and any further amendments thereto and the issuance of all occupancy permits and
acceptance by the City of all dedications and improvements as required by the development of the
Project.
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7.2.4 Effect of Termination. Following expiration of the Term, early termination
pursuant to Section 7.2.2 above, or automatic termination pursuant to Section 7.2.3, this Agreement
shall be of no further force and effect,except for any provisions which,by their express terms,survive
the expiration or termination of this Agreement.
7.3 Force Majeure: Extension of Time of Performance. In addition to specific provisions
of this Agreement,whenever a period of time is designated within which either Party hereto is required
to do or complete any act,matter or thing, both the time for the doing or completion thereof and the
Term of this Agreement and the specific obligation hereunder shall be extended by a period of time
equal to the number of days which such Party is prevented from,or is unreasonably interfered with the
doing or completion of such act, matter or thing because of the following causes, which causes are
beyond the reasonable control of the Party to be excused including: war, terrorist acts, insurrection;
strikes; walk-outs; riots; floods; earthquakes; fires; unavoidable casualties; acts of God; epidemics,
pandemics;Litigation and administrative proceedings which are brought against the Project by a third
party (not including any administrative proceedings contemplated by this Agreement in the normal
course of affairs such as the Annual Review);restrictions imposed or mandated by other governmental
entities ("Governmental Restrictions"); enactment of conflicting state or federal laws or regulations
("Conflicting Laws"); or similar bases for excused performance which is not within the reasonable
control of the Party to be excused (financial inability excepted). This Section shall not be applicable
to,bankruptcy or receivership initiated by or on behalf of Developer or,if not dismissed within ninety
(90)days,by any third parties against Developer. A Party wishing to invoke this Section shall notify
in writing the other Party 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 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 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 Agreement upon written
notice to the other and,in that event,the Parties shall have no further obligations hereunder.
7.4 Applicable Law. This Agreement shall be construed and enforced in accordance with
the laws of the State of California,and the venue for any legal actions brought by any Party with respect
to this Agreement shall be the County of Orange, State of California, for state actions,and the Orange
County Division of the Central District of California for any federal actions.
7.5 Amendments. This Agreement may be amended from time to time in writing in
accordance with Government Code section 65868 and the Procedures Resolution.
7.6 Assignment.
7.6.1 Right to Assign. Provided that Developer has made all payments required to
be made as of such time pursuant to Section 6.2, Developer shall have the right to sell, mortgage,
hypothecate, assign or transfer this 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 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 Developer in the Property(or a portion
thereof), which, prior to Developer's acquisition of fee title to the Property shall mean and refer to
Developer's equitable interest in the Property. In the event of any such sale,mortgage, hypothecation,
assignment or transfer,(a)Developer shall notify the City of such event and the name of the transferee,
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together with the corresponding entitlements being transferred to such transferee and(b) the agreement
between Developer and such transferee shall provide that the transferee shall be liable for the
performance of all obligations of Developer pursuant to this Agreement and the Existing Approvals
with respect to Developer's interest in the Property(or portion thereof) so transferred, and Section 6.2
shall continue to be applicable. Upon the express written assumption of any and all of the obligations
of Developer under this Agreement by such transferee, the transfer shall, without any act of or
concurrence by the City, relieve Developer of its legal duty to perform said obligations under this
Agreement with respect to Developer's interest in the Property (or portion thereof), so transferred,
except to the extent Developer is in default under the terms of this Agreement. Any transaction of
activity that constitutes a Transfer shall be subject to the remaining provisions of this Agreement,
including without limitation Section 6.2.
7.7 Mortgage Rights.
7.7.1 Encumbrances on the Property and this Agreement. The Parties hereto agree
that this Agreement shall not prevent or limit Developer, in any manner, at Developer's sole and
absolute discretion, from encumbering the Property or any portion thereof or any improvements
thereon with any Mortgage. Developer is hereby given the express right,in addition to any other rights
herein granted,to grant a Mortgage on its interests in this Agreement or any part or parts thereof,under
one or more Mortgages and to assign this Agreement as collateral security for any such Mortgage.
7.7.2 Mortgagee Protection. This Agreement shall be superior and senior to the
lien of any Mortgage. Notwithstanding the foregoing,no breach of this Agreement shall defeat,render
invalid, diminish, or impair the lien of any Mortgage made in good faith and for value, and any
acquisition or acceptance of title or any right or interest in or with respect to the Property or any portion
thereof, or to this Agreement, by a Mortgagee (whether pursuant to foreclosure, lease termination or
otherwise) shall upon written election by the Mortgagee within sixty (60) days after receipt of such
right, title or interest, be subject to all of the terms and conditions of this Agreement and any such
Mortgagee who takes title to the Property or any portion thereof, or to this Agreement, shall also be
entitled to the rights and obligations arising under this Agreement.
7.7.3 Mortgagee Not Obligated. Notwithstanding the provisions of this
Section 7.7, a Mortgagee will not have any rights, obligations or duties pursuant to the terms set forth
in this Agreement to perform the obligations of Developer or other affirmative covenants of Developer
hereunder or to guarantee such performance, unless such Mortgagee expressly assumes the rights and
obligations of the Developer and except that (i)the Mortgagee shall uponwritten election by the
Mortgagee within sixty (60)days after receipt of such right, title or interest, have no right to develop
the Project without fully complying with the terms of this Agreement, and (ii) to the extent that any
covenant to be performed by Developer is a condition to the performance of any covenant by the City,
the performance thereof shall continue to be a condition precedent to the City's performance hereunder.
Although not obligated to do so, upon written election by the Mortgagee within sixty (60)days after
receipt of such right, title or interest, any Mortgagee may do any act or thing required by Developer
hereunder, and do any act or thing which may be necessary and properly done in the performance and
observance of the agreements, covenants and conditions hereof to prevent termination of this
Agreement in accordance with Section 7.7.4. Any Mortgagee and its agents and contractors shall have
full access to the Property for purposes of accomplishing any of the foregoing. Any of the foregoing
done by any Mortgagee shall he as effective to prevent a termination of this Agreement as if the same
would have been done by the Developer.
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7.7.4 Notice of Default to Mortgagee: Right of Mortgagee to Cure. Each
Mortgagee shall,upon written request to City be entitled to receive written notice from the City of the
result of the Annual Review and of any default by Developer of its obligations set forth in this
Agreement simultaneously with the delivery of such notices to the Developer. Each Mortgagee shall
have the right,but not an obligation,to cure such default within ninety(90)days after receipt of such
notice or,if such default can only be remedied or cured by such Mortgagee upon obtaining possession
of the Property, such Mortgagee shall have the right to seek or obtain possession with diligence and
continuity through a receiver or otherwise,and to remedy or cure such default within ninety(90)days
after obtaining possession,and,except in case of emergency or to protect the public health or safety as
determined by the City in its reasonable discretion,City may not exercise any of its remedies set forth
in this Agreement until expiration of such ninety(90)day period whether commencing upon receipt of
notice or upon obtaining possession of the interests covered by a Mortgage, as applicable; provided,
however,that in the case of a default which cannot with diligence be remedied or cured or the remedy
or cure of which cannot be commenced within such ninety(90)day period, the Mortgagee shall have
such additional time as is reasonably necessary to remedy or cure such default. Any notice of
termination delivered in violation of this Section 7.7.4 shall be rendered void. In any case where,sixty
(60) days after receipt by the Mortgagee of the notice of the Developer's default, the holder of any
Mortgage creating a lien or encumbrance upon the Property,or any part thereof,has not exercised the
option to cure,or,if it has exercised the option,is not proceeding diligently with the cure,the City may
proceed with termination of this Agreement and any further obligations of City hereunder.
7.7.5 Bankruptcy. Notwithstanding the foregoing provisions of this Section 7.7,if
any Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate
proceedings in the nature thereof by any injunction issued by any court or by reason of any action by
any court having jurisdiction of any bankruptcy or insolvency proceeding involving Developer, the
times specified in Section 7.7.4 for commencing or prosecuting foreclosure or other proceedings shall
be extended for the period of the prohibition. In addition, if this Agreement is rejected or otherwise
terminated in connection with any such proceeding, then upon the request of any mortgagee, a new
development agreement upon the same terms and conditions set forth in this Agreement may be entered
into between such Mortgagee and City.
7.7.6 Termination Subject to Mortgagee Rights. All rights of the City to terminate
this Agreement,vis-a-vis the Mortgagee, as a result of the occurrence of any default shall be subject
to, and conditioned upon, the City having first given to each Mortgagee written notice of the default
as required under Section 7.7.4 above, and all Mortgagees having failed to remedy such default or
acquire Developer's interests hereunder,or having failed to commence foreclosure or other appropriate
proceedings in the nature thereof as set forth in Section 7.7.4 above.
7.7.7 No Cancellation. There shall be no cancellation, surrender or modification
of this Agreement by joint action of the Parties without a minimum of ninety(90)days prior written
notice to each Mortgagee who has requested such notice.
7.7.8 Reserved.
7.7.9 Separate Agreement. The City shall, upon request, execute, acknowledge
and deliver to each Mortgagee an agreement prepared at the sole cost and expense of the Developer
(including related legal fees incurred by the City), in form satisfactory to each Mortgagee and City,
between City, Developer and the Mortgagee(s), confirming all of the provisions hereof and/or such
other documents containing terms and provisions customarily required by Institutional Lenders in
15
connection with such financing, provided, however, the City shall not be obligated to approve any
terms that would impair or adversely affect the rights and obligations of the City, or otherwise amend
this Agreement and/or the obligations of the Developer as set forth in this Agreement
7.7.10 Material Notices. The Developer shall give all Mortgagees notice of any
Litigation and the parties hereby consent to intervention in such Litigation by the Mortgagee. In the
event any Mortgagee shall not elect to intervene or become a party to the proceedings,such Mortgagee
shall be provided notice and a copy of any award or decision made in connection therewith.
7.7.11 Mortgagee Right to Assign. Foreclosure of any Mortgage, or any sale
thereunder, whether by judicial proceedings or by virtue of any power contained in the Mortgage, or
any conveyance of the interest of Developer hereunder to any Mortgagee or its designee through,or in
lieu of,foreclosure or other appropriate proceedings in the nature thereof,shall not require the consent
of the City or constitute a breach of any provision of or a default under this Agreement;and upon such
foreclosure,sale or conveyance,the City will recognize the purchaser or other transferee in connection
therewith as the Developer hereunder,provided that City has received full payment of Three Hundred
Thousand Dollars($300,000.00) as the Affordable Housing Payment. Any transaction of activity that
constitutes a Transfer shall be subject to the remaining provisions of this Agreement,including without
limitation Section 6.2.
7.8 Covenants. The provisions of this Agreement shall constitute covenants which run
with the land comprising the Property for the benefit thereof and as a burden thereon, and the burdens
and benefits hereof shall bind and inure to the benefit of all assignees, transferees and successors to
the parties.
7.9 Implementation. Upon satisfactory completion by Developer of all required
applications and payment of applicable Processing Fees and Charges,including the fee for processing
this Agreement, if Developer proceeds with the Project, the City and Developer shall commence and
diligently process all required steps necessary for the implementation of this Agreement and
development of the Project in accordance with the terms of this Agreement. Developer shall, in a
timely manner,provide the City with all documents,plans and other information necessary for the City
to carry out its processing obligations hereunder.
7.10 Relationship of the Parties. 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 Agreement. The only relationship between
the City and the Developer is that of a government entity regulating the development of private
property and the owner of such private property. Further,the City and Developer hereby renounce the
existence of any form of joint venture or partnership between them and agree that nothing herein or in
any document executed in connection herewith shall be construed as making the City and Developer
joint venturers or partners.
7.11 Cooperation in the Event of Third Party Litigation. In the event legal action is
instituted by a third party, including any other governmental entity or official challenging the validity
or enforceability of any provision of this Agreement,or the Existing Approvals vested pursuant to this
Agreement, other actions taken pursuant to CEQA, or any other action by either Party in properly
performing hereunder,the Parties hereby agree to affirmatively cooperate with each other in defending
said action and the validity of each provision of this Agreement; provided, however, that Developer
16
agrees to and shall defend, indemnify, save and hold the City and its elected and appointed
representatives, boards, commissions, offices, agents, employees, consultants and attorney's
(collectively, the "City" in this Section 7.11) harmless from any and all claims, costs and liability,
including without limitation,court costs and attorneys' fees awarded to any party, to the extent they
result from any such Litigation,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. As the indemnifying Party and provided that Developer demonstrates to City, to
City's reasonable satisfaction, that Developer has the financial wherewithal to indemnify the City
hereunder at the time of any such Litigation, Developer shall at all times retain final authority and
control over all documents to be filed in such Litigation and notwithstanding the provisions of this
Section 7.11,the City shall be deemed to have waived its rights to be indemnified hereunder if the City
settles any Litigation,in whole or in part,or files any documents in such Litigation without Developer's
prior written approval,which approval shall not be unreasonably withheld. This section shall survive
any judgment invalidating all or any part of this Agreement. The Developer shall be entitled to choose
legal counsel to defend against any such legal action and shall pay any attorneys'fees awarded against
the City or the Developer,or both,resulting from any such legal action. The Developer shall be entitled
to any award of attorneys' fees arising out of any such legal action.
7.12 Notices. Any notice or communication required hereunder between the City and
Developer must be in writing,and may be given either personally,by registered or certified mail,return
receipt requested or by overnight courier. If given by registered or certified mail, the same shall be
deemed to have been delivered and received on the first to occur of(i)actual receipt by any of the
addresses designated below as the Party to whom notices are to be sent, or (ii)five (5) days after a
registered or certified letter containing such notice, properly addressed, with postage prepaid, is
deposited in the United States mail. If personally delivered or delivered by courier, a notice shall be
deemed to have been delivered when received by the Party to whom it is addressed. Any Party hereby
may at any time,by giving ten(10)day's written notice to the other Party hereto, designate any other
address in substitution of the address,or any additional address,to which such notice or communication
shall be given. Such notices or communications shall be given to the Parties at their addresses set forth
below:
If to City: With a copy to:
City Clerk City Attorney
City of Anaheim City of Anaheim
200 South Anaheim Blvd.,rd Floor 200 South Anaheim Blvd., Suite 356
Anaheim, CA 92805
If to Developer: With a copy to:
Michael Wallace [to come]
KNT I Enterprises,LLC
545 S. Figueroa Street
Los Angeles,CA 90071
7.13 Recordation. The City's Clerk shall record a copy of this Agreement with the
Registrar-Recorder of Orange County within ten (10) business days following the later to occur of
(i)execution by both parties,or(ii)the Effective Date of the Authorizing Ordinance.
17
7.14 Developer Hold Harmless. Developer hereby agrees to and shall indemnify,save,hold
harmless and defend the City, and its elected and appointed representatives, boards, commissions,
officers, agents, employees, consultants and attorneys (collectively, the "City" in this Section 7.14),
from any and all claims, costs,and liability of any kind which may arise, directly or indirectly, from
any of Developer's acts or omissions under,related to,or in any respect connected with this Agreement
and/or the development, of the Property and/or the Project, and/or Developer's activities on the
Property (or the activities of the Developer's employees, contractors, subcontractors, agents,
representatives, or independent contractors on the Property), including without limitation the
construction of the Project. Nothing in this Section shall be construed to mean that Developer shall
hold the City harmless and/or defend it to the extent that such claims,costs or liability arise from the
negligent acts,or negligent failure to act,on the part of the City. City agrees that it shall fully cooperate
with Developer in the defense of any matter in which Developer is defending and/or holding the City
harmless and at no cost to City. Notwithstanding anything in this Agreement which is or appears to
be to the contrary, the obligations set forth herein shall survive the Term, termination or earlier
expiration of this Agreement.
7.15 Successors and Assigns. Subject to the limitations on transfer set forth in this
Agreement, all of the provisions, agreements, rights, powers, standards, terms, covenants and
obligations contained in this Agreement shall be binding upon and shall inure to the benefit of the
Parties, and their respective successors (by merger, consolidation or otherwise), assigns and
transferees, and all persons or entities acquiring the Property or any portion thereof or any interest
therein,whether by sale,operation of law,or in any manner whatsoever.
7.16 Severability. If any provisions, conditions, or covenants of this Agreement, or the
application thereof to any circumstances of either Party, shall be held invalid or unenforceable, the
remainder of this Agreement or the application of such provision,condition,or covenant to persons or
circumstances other than those as to whom or which it is held invalid or unenforceable shall not be
affected thereby and shall be valid and enforceable to the fullest extent permitted by law.
7.17 Waiver. No waiver of any provision of this Agreement shall be effective unless in
writing and signed by the Party against whom enforcement of a waiver is sought and such waiver refers
expressly to the Section containing the waived provision. No waiver of any right or remedy in respect
of any occurrence or event shall be deemed a waiver of any right or remedy in respect of any other
occurrence or event.
7.18 Third Party Beneficiaries. There are no third party beneficiaries to this Agreement and
this Agreement is not intended, and shall not be construed to benefit or be enforceable by any other
persons or entities other than the Parties.
7.19 Expedited Processing. Developer and City agree to cooperate in the expedited
processing of any legal action seeking mandamus,specific performance,declaratory relief or injunctive
relief,to set court dates at the earliest practicable date(s)and not cause delay in the prosecution/defense
of the action,provided such cooperation shall not require any Party to waive any rights.
7.20 Requests for Payment. Except for the Affordable Housing Payment, with respect to
any requests by the City for payment of amounts due under this Agreement,Developer retains its right
to review any invoices or requests for payments submitted by the City pursuant to this Agreement.
Developer shall review and reasonably approve such invoices or requests for payment or shall identify
any disputed amounts within thirty (30)days after receipt. At Developer's request, the City shall
18
provide Developer with reasonable information or back-up materials supporting such invoices or
requests for payment at City offices,with reasonable notice,during business hours. In the event of any
disputed invoices or requests for payment,Developer shall timely pay all amounts not disputed.
7.21 Entire Agreement. This Agreement and the documents, agreements and exhibits
referenced herein or attached hereto set forth and contain the entire understandings and agreements of
the parties, and there are no oral or written representations, understandings or ancillary covenants,
undertakings or agreements which are not contained or expressly referred to herein and no testimony
or evidence of any such representations, understandings, or covenants shall be admissible in any
proceedings of any kind or nature to interpret or determine the provisions or conditions of this
Agreement.
7.22 Conflict of Laws. With the exception of the Force Majeure provisions set forth in
Section 7.3 hereof, it is agreed by the Parties that the obligations and conditions contained in the
Applicable Rules, Existing Approvals and Mitigation Measures govern the development of the
Property. To the extent that any provisions of this Agreement may conflict with any of the obligations,
conditions or mitigations imposed on Developer pursuant to the Existing Approvals and Mitigation
Measures,the Existing Approvals and Mitigation Measures shall govern.
7.23 Legal Advice;Neutral Interpretation;Headings and Table of Contents. Each Party has
received independent legal advice from its attorneys with respect to the advisability of executing this
Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be
construed as to their fair meaning, and not for or against any Party based upon any attribution to such
Party as the source of the language in question. The headings,and table of contents used in this
Agreement are for the convenience of reference only and shall not be used in construing this
Agreement.
7.24 Counterparts. This Agreement is executed in six duplicate originals, each of which is
deemed to be an original.
7.25 Organization and Standing of Developer. Developer is a limited liability company duly
organized,qualified and validly existing and in good standing under the laws of the State of California,
and has all requisite power and authority to enter into and perform its obligations under this Agreement.
All consents or approvals of Developer's members required in connection with the execution and
delivery by the Developer of this Agreement will have been obtained and delivered to the City.
[Remainder of page intentionally left blank. Signatures appear on next page.]
19
IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the date first
written below.
"CITY"
CITY OF ANAHEIM,
a municipal corporation and charter city
By:
ATTEST:
THERESA BASS, CITY CLERK
By:
APPROVED AS TO FORM:
Robert Fabela
City Attorney
137489/LM
S-i
"DEVELOPER"
KNT I ENTERPRISES,LLC,
a California limited liability company
By !=
f'--7-- . . ' e cd(d e
Timothy apace
Its: Membe
By:
Its: Member
S-2
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF 1.,O5 f N(7)-aSS ))
On / ' elz IL -2 0 d a ,before me, Vazilk 0 115v-rb _ , Notary Public,
r (Print Name of Notary Public)
personally appeared vTi M o l7 y) W ilW(Pl "`
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)onthe instrument the person(s),or the entity upon behalf of
which the person(s)acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
r,.• JULIE AUYEUNG LEVTC'Jl WITNESS my hand and official seal.
i• Commission#2164201 c
ai G ' Notary Public•California c ► 411-
�►�!l' los Angeles County_ "' iak_. al `��f
j__` MY eomr,w oerobar 2,2020 1 Signature rta is
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent
reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ Individual
❑ Corporate Officer
h
Ti p _
Or Type Of Document
Title(s) 1
❑ Partner(s) 0 Limited 0 General T L
❑ Attorney-In-Fact
❑ Trustee(s)
0 Guardian/Conservator Number of page
❑ Other:
Signer is representing:
Name Of Person(s)Or Entity(ies) Date Of Documents
Sitmer(s)Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On ,before me, , Notary Public,
(Print Name of Notary Public)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent
reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ Individual
❑ Corporate Officer
Title Or Type Of Document
Title(s)
❑ Partner(s) ❑ Limited 0 General
❑ Attorney-in-Fact
❑ Trustee(s)
Number Of Pages
❑ Guardian/Conservator
❑ Other:
Signer is representing:
Name Of Person(s)Or Entity(ies) Date Of Documents
Signer(s)Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , before me, ,Notary Public,
(Print Name of Notary Public)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s)acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent
reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ Individual
❑ Corporate Officer
Title Or Type Of Document
Title(s)
❑ Partner(s) El Limited 0 General
❑ Attorney-In-Fact
❑ Trustee(s)
IDGuardian/Conservator Number Of Pages
❑ Other:
Signer is representing:
Name Of Person(s)Or Entity(ies) Date Of Documents
Signer(s)Other Than Named Above
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1600 W. LINCOLN AVE. ANAHHM.CALEdRN1A DA1F 02.7A 2U
SCAN- =,o �0ANO:
201.1]9 1
KNT I ENTERPRISES,LLC c/o SAGECREST PLANNING &ENVIRONMENTAL ARCHITECTS ORANGE
2400 E.KATELLA AVE.#8C0.ANAHEIM,CA 92806 144 NORTH ORANGE ST.,ORANGE.CA 92886
(949)300.8501 (714:,639.9860
EXHIBIT B
LEGAL DESCRIPTION
PRELIMINARY REPORT Fidelity Nati(xud'1'itic C'.,atq>nut)
Vow Rdennca: Order Ne.. ')PS-286631134 AW
EXHIBIT A
LEGAL DESC'RIP'TION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ANAHEIM. IN THE COUNTY OF
ORANGE,STAIN OF CALIFORNIA,AND IS DESCRIBED AS FOLLOWS:
PARCEL.UNE.C511~(191'I$J In)
PARCELS 2 AND 3 OF PARCEL. MAP, IN TELE, CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF
CALIFORNIA,AS SHOWN ON A MAP FILED IN 131)01; 19 PAGE 47 OF PARCEL MAPS,IN OlE OFFICE OF TI11
COUNTY RECORDER OF SAID COUNTY.
PARCEL TWO (,APN: 511.091-11)
ALL T IIAT PORTION OF LOT 3 OF HELEN ANT)I.VNC II'S SUBDIVISION OF A PORTION OF TILE%VEST E1A1.1,
OF SECTION 16.TOWNSHIP 4 SOUTH.RANGE 10 MIST,SAN BERNARDINO BASE AND MERIDIAN, IN THE
CITY"OF ANAHEIM,COUNTY OF ORANGE,STATE OF CALIFORNIA, AS SHOWN ON A\4AP RECORDED IN
FIOO}.: 422_ PAGE ISR OF DEEDS, RECORDS OF LOS ANGELES COC?NTY, CALIFORNIA, DESCRH3I:D AS
FOLLOWS:
Cl IL NC)RT11EAST QLIARTIik C)1'TUE MlRT Inviis1 QUARTER OF TIM NC)RT'NtVI?SI QUARTER OF SECTION
16,TOWNSHIP 4 SOUTH,RANGE i0 WEST.SAN BERNARDINO BASE AND MERIDIAN
ICC'IIPT THEREFROM TUE FC)I.LOWING: BEGINNING AT A POINT 324.46 FEIN WEST OF THE NORTHEAST
CORNER OE THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER
OF SECTION 16,'TOWNSHIP 4 SOUTH.RANGE ll)WEST.SAN BERNARDINO BASE AND MERIDIAN.THENCE
SOUTH 661.49 FEET TO THE SOUTH LINE OF SPJI)NORTHEAST QUARTER: THENCE WEST ALONG SAID
SOUTH LINT 335.57 FEET TO THE WEST LINE OF SAID NORTHEAST QUARTER; TTIENC"F NORTH ALONG
SAID WEST LIVE 662.05 FEIiI'TO'1'111 NORTH LOG OF STUD; OR"1711 1S'C QUARTER THENCE IiAST ALONG
SAID NORTH LINE 335.71 FEET TO THE POINT OF BEGINNING
ALSO EXCEPTING THEREFROM'HIE FOLLOWING PARCELS OF LAND.
PARCEl.A:THAT PORTION OF TIlE NORTIIWEST QE TARTER OF THE NORTHWEST Qi'.ARTIIR OF SECTION I&
TOWNSHIP 4 SOUTH.RANGE 10 WEST IN THE RANCHO SAN JUAN CAJON OE SANTA ANA,ALSO BEING
TEAT PORTION (.:F 1..0T 3 OF THE HELEN AND LYNC.'H'S ADDITION TO ANAHEIM AS SHOWN ON A MAN'
RECORDED IN wog 442. PAGE 158 OF DEEDS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA
DESCRIBED AS El)LLO\VS
BEGINNING AT 1)11:NORTHEAST CORNER OF 2171E NOR I IWIIS1'QUARTER OF TELE NORTHWEST QUARTER
OF SAID SECTION; THENCE SOUTH 89°OR 42" WEST ALONG THE NORTHERLY LINE OF SAID SECTION,
324.46 FEET,THENCE SOUTH Cr 51' I8" EAST 38.37 FEET; THENCE NORTH 87°35'0Cr EAST 324.35 FEET TO
THE EAST LINT OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION.,
THENCE NORTH 6°21'59"WEST ALONG SAID WEST LINE,30.01 FEET TO THE POINT OF BEGINNING
PARCEL B.THAT PORTION OF SAID SECTION DESCRIBED AS FOLLOWS'BEGINNING AT A POINT IN THE
SOUTH LINE OF PARCEL.A ABOVE,SAID POINT 13E's1NG WESTERLY ALONG SAID LINT 40.61 FEET FROM THE
EAST LINE OF SAID NORTHWEST QUARTER UF' I'IlE NORTHWEST QUARTER THENCE EASTERLY 40.01
FEET TO SAID EAST LI.NE; THENCE SOUTH 0°24' 59"EAST ALONG SAID EAST LINE,Z().7()FEET, THENCE
WESTERLY AT RIGHT ANGLES TO SAID EAST LINE 2(1.61 FEET.THENCE NORTHWESTERLY IN A DIRECT
LINE TO THE POINT OF BEGINNING AS DESCRIBED IN 'OIL DEED TO THE STATE OF CALIFORNIA
RECORDED OCTOBER 23,1956 IN Book 36);5 PAGE 35 OF(WEIC1AL RECORDS
C'LTA Pr2Lanrriry Repem Form:-41c.bfied i 11:1;700 Page
B-1
CLERK'S CERTIFICATE
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM
I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Ordinance No. 6488. introduced at a regular meeting of the City Council of the City of
Anaheim, held on the 9th day of June, 2020, and that the same was duly passed and adopted at a
regular meeting of said City Council held on the 23rd day of June, 2020, by the following vote of
the members thereof:
AYES: Mayor Sidhu and Council Members Faessel, Barnes, Brandman,
Kring and O'Neil
NOES: Council Member Moreno
ABSENT: None
ABSTAIN: None
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of June, 2020.
CITY CL "'K OF THE CITY OF ANAHEIM
(SEAL)
Anaheim Bulletin PROOF OF PUBLICATION
2190 S.Towne Centre Place Suite 100
Anaheim, CA 92806 Legal No. 0011393872
714-796-2209 SUMMARY PUBLICATION
CITY OF ANAHEIM
ORDINANCE NO.6488
AN ORDINANCE OF THE CITY COUNCIL OF THE
CITY OF ANAHEIM APPROVING DEVELOPMENT
5190168 AGREEMENT NO.2019-00001 BY AND BETWEEN THE
CITY OF ANAHEIM AND KNT I ENTERPRISES, LLC,
A CALIFORNIA LIMITED LIABILITY COMPANY,AND
ANAHEIM,CITY OF/CLERKS OFF AUTHORIZING THE MAYOR TO EXECUTE SAID
200 S ANAHEIM BLVD STE 217 AGREEMENT FOR AND ON BEHALF OF THE CITY.
ANAHEIM, CA 92805-3820 This ordinance approves Development Agreement No.2019-00001 by
and between the City and KNT 1 Enterprises, LLC with respect to
certain real property consisting of approximately 5.25 acres located
at the southwest corner of Lincoln Avenue and Loara Street and com-
monly referred to as 1600 West Lincoln Avenue,Anaheim,California.
The Development Agreement, together with certain other
FILE NO. ORD 6488 entitlements approved by the City Council,provides for development
of 315 residential units, a 2,031 square-foot leasing office, a 3,413
AFFIDAVIT OF PUBLICATION square-foot retail space and a parking structure.
I,Theresa Bass,City Clerk of the City of Anaheim,do hereby certify
STATE OF CALIFORNIA, that the foregoing is a summary of Ordinance No.6488,which ordi-
nance was introduced at a regular meeting of the City Council of the
SS. City of Anaheim on the 9th day of June,2020 and was duly passed and
County of Orange adopted at a regular meeting of said Council on the 23rd day of June,
2020 by the following roll call vote of the members thereof:
AYES:Mayor Sidhu and Council Members Faessel,Barnes,
Brandman,Kring,and O'Neil
I am a citizen of the United States and a resident of the NOES:Council Member Moreno
County aforesaid; I am over the age of eighteen years,and
not a party to or interested in the above-entitled matter. I ABSENT:None
am the principal clerk of the Anaheim Bulletin, a ABSTAIN:None
newspaper that has been adjudged to be a newspaper of
general circulation by the Superior Court of the County of e summary a stin f subject -
tainedTheabovin the text aof Ordinance isbrief No.de6488crip,whichoohasthe beenubjepreparedmatterconpur-
Orange, State of California, on December 28, 1951, Case suant to Section 512 of the Charter of the City of Anaheim. This sum-
No. A-21021 in and for the City of Anaheim, County of mary does not include or describe every provision of the ordinance
Oran e, State of California; that the notice, of which the and should not be relied on as a substitute for the full text of the ordi-
g nance.
annexed is a true printed copy, has been published in
each regular and entire issue of said newspaper and not in To obtain a copy of the full text of the ordinance,please contact the
anysupplement thereof on the followingdates, to wit: Office of the City Clerk,(714)765-5166,between 8:00 AM and 5:00 PM,
ppMonday through Friday.There is no charge for the copy.
07/02/2020 Published Anaheim Bulletin July 2,2020 11393872
I certify(or declare) under the penalty of perjury under the
laws of the State of California that the foregoing is true
and correct:
Executed at Anaheim, Orange County, California, on
Date: July 02, 2020.
Ch�
Signature
r.LP1-12115/16 1
CLERK'S CERTIFICATE
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is
the original Ordinance No. 6488 and was published in the Anaheim Bulletin on the 2nd day of
July, 2020, pursuant to Section 512 of the City Charter of the City of Anaheim.
CITY CLER OF THE CITY OF ANAHEIM
(SEAL)