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RES-2022-130RESOLUTION NO.2 0 2 2 -13 0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT WITH GREENLAW DEVELOPMENT, LLC; AUTHORIZING THE DIRECTOR OF ECONOMIC DEVELOPMENT TO FINALIZE SUCH DISPOSITION AND DEVELOPMENT AGREEMENT; AUTHORIZING THE DIRECTOR OF ECONOMIC DEVELOPMENT TO IMPLEMENT SUCH DISPOSITION AND DEVELOPMENT . AGREEMENT; DETERMINING THAT NO FURTHER ENVIRONMENTAL REVIEW IS REQUIRED; AND MAKING CERTAIN OTHER FINDINGS IN CONNECTION THEREWITH WHEREAS, the City of Anaheim (the "City") is a California municipal corporation and charter city; and WHEREAS, the City Council ("City Council") for the City is authorized and empowered under its Charter to enter into agreements for the disposition of real property, and to make and execute contracts and other instruments necessary or convenient to exercise its powers; and WHEREAS, the City holds title to certain real property consisting of approximately 8.3 net acres (8.8-gross acres) generally located at the southeast corner of Anaheim Boulevard and Ball Road in the City of Anaheim (the "Property"); and WHEREAS, the City and Greenlaw Development, LLC have previously entered into an Exclusive Negotiating Agreement dated August 27, 2019, regarding acquisition of the Property for the purposes of mixed use development (the "ENA"). Thereafter, the parties entered into an Amended and Restated Exclusive Negotiating Agreement dated November 10, 2020, regarding acquisition of the Property for the purpose of mixed use development (the "Amended ENA"). The parties then entered into a Second Amended and Restated Exclusive Negotiation Agreement dated December 7, 2021, regarding acquisition of the Property and for the primary purpose of extending the negotiating period to December 31, 2022, the ("Second Amended ENA"); and WHEREAS, the City has negotiated the terms of a Disposition and Development Agreement substantially in the form submitted herewith (the "Agreement") with Greenlaw Development, LLC (hereinafter the "Developer"), pursuant to which the City will convey the Property to the Developer for a purchase price of $24,425,000 (the "Purchase Price") and the Developer will develop on the Property a mixed -use development consisting of 223 residential units (187 townhome units and 36 flats units) and 4,586 square feet of commercial space which shall satisfy various criteria established therefor in the Agreement (the "Project"); and WHEREAS, on November 1, 2022, the City held a noticed public hearing regarding the proposed Agreement; and WHEREAS, the City prepared a report summarizing the details of the Agreement (the "Report") and made such Report available for public inspection prior to the public hearing on the Agreement; and WHEREAS, pursuant to and in accordance with the provisions of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; herein referred to as "CEQA"), the State of California Guidelines for Implementation of the California Environmental Quality Act (herein referred to as the "CEQA Guidelines"), and the City's CEQA Procedure Manual, the City is the "lead agency" for the preparation and consideration of environmental documents for "projects", as that term is defined in Section 15378 of the CEQA Guidelines; and WHEREAS, on October 10, 2022, the City of Anaheim Planning Commission did hold a public hearing at the Civic Center in the City of Anaheim, notice of said public hearing having been duly given as required by law and in accordance with the provisions of Chapter 18.60 (Procedures) of the Anaheim Municipal Code (the "Code"), to hear and consider evidence for and against the Project and to investigate and make findings and recommendations in connection therewith; and WHEREAS, after due inspection, investigation and study made by itself and in its behalf, and after due consideration of all evidence and reports offered at said hearing with respect to the request to permit the Project on the Property, the Planning Commission adopted its Resolution No. PC2022-085 recommending that the City Council adopt a Mitigated Negative Declaration and Mitigation Monitoring Plan No. 384, which evaluated the environmental impacts of the Project and identified necessary mitigation; and WHEREAS, by Resolution No. 2022- 12 5 , considered and approved by the City Council concurrently with but prior in time to consideration of this resolution, the City Council found and determined that the Mitigation Negative Declaration was prepared in compliance with the requirements of CEQA, the CEQA Guidelines, and the City's CEQA Procedures and, together with Mitigation Monitoring and Reporting Plan No. 384, serves as the appropriate environmental documentation for the Project; and WHEREAS, the City Council has duly considered all terms and conditions of the proposed Agreement, including all attachments thereto, and believes that the Project is in the best interests of the City of Anaheim and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements; and WHEREAS, the City Council determines that the evidence in the record constitutes substantial evidence to support the actions taken and the findings made in this Resolution, that the facts stated in this Resolution are supported by substantial evidence in the record, including testimony received at the public hearing, the staff presentations, the staff report and all materials in the Project files. There is no substantial evidence, nor are there other facts, that negate the findings made in this Resolution. The City Council expressly declares that it considered all evidence presented and reached these findings after due consideration of all evidence presented to it. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANAHEIM: Section 1. The City Council hereby finds and determines that the foregoing recitals are true and correct and are a substantive part of this Resolution. -2- Section 2. The City Council hereby finds and determines, based on all documentation, testimony and other evidence in the record before it, that the consideration being paid to the City for the Property is not less than the fair market value at its highest and best use, as determined by an independent appraiser. Section 3. The City Council hereby finds and determines that the above -referenced ENA, Amended ENA, and Second Amended ENA constitute exclusive negotiating agreements within the meaning of the Surplus Land Act, Government Code Section 54234(a)(1) and (b)(1). Section 4. The City Council hereby directs the Director of Economic Development ("Director") to allocate and budget for the use of the Purchase Price received from the Developer in exchange for the Property as follows: (a) as required by the dissolution of the Anaheim Redevelopment Agency, a portion of the 2011 value of the Property (approximately $8.6 million) shall be remitted to the local taxing entities; (b) as required by the Delayed Exchange of Real Property Agreement entered into between the City and the Anaheim Housing Authority as of July 30, 2019, a payment of $7,405,000 to reimburse the Anaheim Housing Authority for the acquisition of an adjacent property; and (c) retain in the Successor Agency Fund the balance of the Purchase Price for the public purposes of the City. Section 5. The City Council hereby approves the Agreement, with such changes as may be mutually agreed upon by the Developer, the City Attorney, and the Director (or his duly authorized representative), respectively, as are minor and in substantial conformance with the form of the Agreement submitted herewith. The Director and the City Clerk are hereby authorized to execute and attest the Agreement, including any related attachments, on behalf of City. In such regard, the Director (or his duly authorized representative) is authorized to sign the final version of the Agreement after completion of any such revisions. Copies of the final form of the Agreement, when duly executed and attested, shall be placed on file in the office of the City Clerk. Further, the Director (or his duly authorized representative) is authorized to implement the Agreement and take all further actions and execute all documents referenced therein and/or necessary and appropriate to carry out the transaction contemplated by the Agreement, including all exhibits thereto. The Director (or his duly authorized representative) is hereby authorized to the extent necessary during the implementation of the Agreement to make technical or minor changes and interpretations of the Agreement after execution, as necessary to properly implement and carry out the Agreement, including all exhibits thereto, provided any and all such changes shall not in any manner materially affect the rights and obligations of the City under the Agreement. The Director and the City Clerk are authorized to execute such instruments as are necessary or convenient to effect the acquisition by City of the Successor Agency Property in order that such Successor Agency Property may be conveyed to the Developer in accordance with the Agreement. Section 6. In addition to the authorization of Section 5 above, the Director is hereby authorized, on behalf of the City, to sign all other documents necessary or appropriate to carry out and implement the Agreement, including all exhibits thereto and including causing the issuance of warrants in implementation thereto, and to administer the City's obligations, responsibilities and duties to be performed under the Agreement, including all exhibits thereto. Section 7. The City Clerk shall certify to the adoption of this Resolution. -3- THE FOREGOING RESOLUTION was adopted by the City Council of the City of Anaheim this I st day of November, 2022, by the following roll call vote: AYES: Mayor Pro Tem O'Neil and Council Members Diaz, Ma'ae and Faessel NOES: Council Members Moreno and Valencia ABSENT: None ABSTAIN: None [Mayoral vacancy] CITY OF ANAHEIM MAYOR PRO TEM ~� OF THE CITY OF ANAHEIM ATT ' T: TY CL RK OF THE CITY OF ANAHEIM Draft 10/12/22 4:00 p.m. DISPOSITION AND DEVELOPMENT AGREEMENT (ANAHEIM & BALL MIXED USE PROJECT) by and between the CITY OF ANAHEIM and GREENLAW DEVELOPMENT, LLC TABLE OF CONTENTS 100. DEFINITIONS....................................................................................................................1 200. CONVEYANCE OF THE SITE......................................................................................... 6 201. Purchase and Sale................................................................................................... 6 202. Purchase Price......................................................................................................... 7 203. Representations and Warranties.............................................................................. 7 203.1 City's Representations................................................................................ 7 203.2 Developer's Representations...................................................................... 8 204. Pre -Closing Activities; Condition of the Site ......................................................... 8 204.1 Disclosure...................................................................................................8 204.2 Pre -Closing Development Activities.......................................................... 8 204.3 Developers Investigation of the Site........................................................... 9 204.4 Developer Approval or Disapproval of Condition of Site .......................... 9 204.5 No Further Warranties As To Site; Release of City ................................. 10 204.6 Developer Indemnity Regarding Hazardous Materials ............................. 11 205. Escrow...................................................................................................................11 205.1 Cost of Escrow.......................................................................................... 11 205.2 Escrow Instructions................................................................................... 11 205.3 Authority of Escrow Agent....................................................................... 12 205.4 Closing...................................................................................................... 12 205.5 Closing Procedure..................................................................................... 13 206 Review of Title..................................................................................................... 13 207 Title Insurance...................................................................................................... 14 208 Conditions of Closing........................................................................................... 14 208.1 City's Conditions of Closing.................................................................... 14 208.2 Developer's Conditions of Closing........................................................... 16 208.3 Relocation with respect to the Site............................................................ 17 300. DEVELOPMENT OF THE SITE..................................................................................... 17 301. Scope of Development.......................................................................................... 17 302. Entitlements..........................................................................................................17 303. Design Review Process......................................................................................... 17 303.1 Basic Concept Drawings........................................................................... 18 303.2. Design Development Drawings................................................................ 18 303.3 Grading Plans and Building Improvement Plans ...................................... 18 303.4 Standards for Disapproval......................................................................... 18 303.5 Consultation and Coordination................................................................. 18 303.6. Revisions................................................................................................... 19 303.7. Defects in Plans......................................................................................... 19 303.9 Use of Architectural Plans........................................................................ 19 304. Permits..................................................................................................................19 305. Schedule of Performance...................................................................................... 20 306. Cost of Construction............................................................................................. 20 307. Insurance Requirement......................................................................................... 20 308. Developer Indemnity............................................................................................ 21 309. Rights of Access................................................................................................... 21 310. Compliance With Laws......................................................................................... 22 310.1 Nondiscrimination in Employment........................................................... 22 310.3 Mechanics Liens and Stop Notices........................................................... 22 311. Financing of Developer Improvements................................................................ 22 311.1 Approval of Financing.............................................................................. 22 311.2 No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease - BackDevelopment.................................................................................... 23 311.3 Holder Not Obligated to Construct Improvements .................................. 23 311.4 Notice of Default to Mortgagee or Deed of Trust Holder; Right to Cure. 23 311.5 Failure of Holder to Complete Improvements .......................................... 25 311.6 Right of City to Cure Mortgage or Deed of Trust Default ....................... 25 312. Release of Construction Covenants...................................................................... 26 313. Taxes and Assessments......................................................................................... 26 314. City's Prospective Purchaser's List in Marketing Plan ........................................ 26 315. Participation in Anaheim's Homebuyer Downpayment Assistance Program...... 27 400. COVENANTS AND RESTRICTIONS........................................................................... 27 401. Covenant to Use in Accordance with City Municipal Code and this Agreement. 27 402. Covenant Regarding Specific Uses....................................................................... 27 403. Covenant Regarding Maintenance........................................................................ 27 404. Covenants Regarding Nondiscrimination............................................................. 28 405. Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction.................................................................................. 29 500. DEFAULTS AND REMEDIES....................................................................................... 29 501. Default...................................................................................................................29 502. Institution of Legal Actions.................................................................................. 30 503. Termination...........................................................................................................30 503.1. Termination by Developer Prior to Conveyance ...................................... 30 503.2. Termination by City Prior to the Conveyance .......................................... 30 504. Reentry and Revesting of Title to Site After Closing and Prior to Issuance of Release of Construction Covenants...................................................................... 31 505. Acceptance of Service of Process......................................................................... 32 506. Rights and Remedies Are Cumulative.................................................................. 32 507. Inaction Not a Waiver of Default.......................................................................... 32 508. Applicable Law..................................................................................................... 33 600. GENERAL PROVISIONS............................................................................................... 33 601. Notices, Demands and Communications Between the Parties ............................. 33 602. Enforced Delay; Extension of Times of Performance .......................................... 34 603. Transfers of Interest in the Site or Agreement...................................................... 34 603.1 Prohibition.................................................................................................34 603.2 Permitted Transfers or Other Conveyances .............................................. 34 603.3 Sucessors and Assigns.............................................................................. 35 604. Non -Liability of Official and Employees of City to Developer ........................... 35 605. Non -Liability of Members or Employees............................................................. 36 606. Relationship Between City and Developer........................................................... 36 607. City Approvals and Actions.................................................................................. 36 608. Counterparts..........................................................................................................36 ii 609. Integration............................................................................................................. 36 610. Real Estate Brokerage Commission...................................................................... 36 611. Attorneys' Fees..................................................................................................... 37 612. Titles and Captions............................................................................................... 37 613. Interpretation......................................................................................................... 37 614. No Waiver............................................................................................................. 37 615. Modifications........................................................................................................37 616. Severability...........................................................................................................37 617. Computation of Time............................................................................................ 37 618. Legal Advice......................................................................................................... 37 619. Time of Essence.................................................................................................... 38 620. Cooperation...........................................................................................................38 621. Prohibited Interest; Conflicts of Interest............................................................... 38 622. Time for Acceptance of Agreement by City ......................................................... 38 623. Estoppel Certificate............................................................................................... 38 iii LIST OF ATTACHMENTS ATTACHMENT NO. 1 Legal Description ATTACHMENT NO.2 Site Map ATTACHMENT NO. 3 Basic Concept Drawings ATTACHMENT NO.4 Form of Grant Deed ATTACHMENT NO. 5 Schedule of Performance ATTACHMENT NO. 6 Scope of Development ATTACHMENT NO. 7 Right of Entry Agreement ATTACHMENT NO. 8 List of Environmental Condition Documents ATTACHMENT NO. 9 Release of Construction Covenants 1V DISPOSITION AND DEVELOPMENT AGREEMENT (ANAHEIM & BALL MIXED USE PROJECT) This DISPOSITION AND DEVELOPMENT AGREEMENT (ANAHEIM & BALL MIXED USE PROJECT) (this "Agreement"), dated for identification purposes as of November 1, 2022 (the "Date of Agreement"), by and between the CITY OF ANAHEIM, a California municipal corporation and Charter City ("City") and GREENLAW DEVELOPMENT, LLC, a California limited liability company ("Developer"). RECITALS A. City is authorized and empowered by its Charter, to enter into agreements for the acquisition, disposition and development of real property. B. City is the owner of a project site generally located on the southeast corner of Anaheim Boulevard and Ball Road in the City of Anaheim, California. The approximately 8.8-acre project site consists of six contiguous parcels, Assessor's Parcel Numbers (APNs) 082-461-23, -24, -25, -31, -34, and -35 (hereinafter the "Site"). The Site is described in the Legal Description, attached hereto as Attachment No. 1 and shown on the Site Map attached hereto as Attachment No. 2. C. City and Developer have previously entered into an Exclusive Negotiating Agreement dated August 27, 2019 regarding acquisition of the Site (along with other parcels that are not a part of this Agreement) for the purposes of mixed use development. Thereafter, the parties entered into an Amended and Restated Exclusive Negotiating Agreement dated November 10, 2020 regarding acquisition of the Site (along with still other parcels that are not a part of this Agreement) for the purpose of mixed use development. The parties then entered into a Second Amended and Restated Exclusive Negotiation Agreement dated December 7, 2021 regarding acquisition of the Site and for the primary purpose of extending the negotiating period to December 31, 2022. The foregoing exclusive negotiating agreements are intended to constitute exclusive negotiating agreement within the meaning of the Surplus Land Act, Government Code Section 54234(a)(1) and (b)(1). D. Developer proposes to develop a 4,586-square-foot retail building and 223 for -sale residential flats and townhomes on the Site in accordance with the Entitlements (the "Project"). E. By this Agreement, the parties intend to provide for, among other things, the conveyance of the Site to Developer and for Developer to construct the Project on the Site in accordance with all covenants, conditions, restrictions and declarations set forth herein. NOW, THEREFORE, the City and Developer hereby agree as follows: 100. DEFINITIONS. "Agreement" means this Disposition and Development Agreement between the City and the Developer. "Anaheim's Homebuyer Downpayment Assistance Programs" means each of Anaheim's downpayment assistance programs which include, as of the Date of Agreement, Anaheim's Equity Participation Assistance Loan ("EPAL"), Second Mortgage Assistance Program ("SMAP"), Building Equity and Growth in Neighborhoods (`BEGIN"), CalHome Mortgage Assistance Program ("CalHome"), American Dream Downpayment Initiative ("ADDI") and HOME Investment Partnership ("HOME") loan programs. [Need to confirm funding sources] "Basic Concept Drawings" means those plans and drawings as set forth in Section 303.1 and attached hereto as Attachment No. 3. "Building Improvements" means the buildings and appurtenant improvements constructed pursuant to the Building Improvement Plans that will comprise the Project. "Building Improvement Plans" are the drawings to be submitted in connection with the issuance of building permits for the construction of the Building Improvements. "CC&R's" means a declaration of covenants, conditions and restrictions to be recorded by the HOA with respect to the Project with enforcement authority with respect to maintenance obligations. "City" means the City of Anaheim, a California municipal corporation and Charter City. "City's Conditions Precedent" means the conditions precedent to the Closing for the benefit of the City, as set forth in Section 208.1 hereof. hereof. "Closing" or "Close of Escrow" means the close of Escrow as set forth in Section 205.4 "Closing Date" means the date of the Closing as set forth in Section 205.4 hereof. "Common Area Lots" means the legal lots shown on a final tract map, condominium map or condominium plan for the Project which are to be conveyed by Developer to the HOA pursuant to the CC&R's. "Completion of Construction" means: (1) with respect to each condominium unit or Common Area Lot (each, a "Subdivision"), the issuance of a certificate of occupancy for such Subdivision or the conveyance of such Subdivision to the HOA, a public utility or any governmental agency having jurisdiction over the Project, and (2) with respect to the entire Project, issuance of a certificate of occupancy for the last residential unit approved by the Entitlements for the Project. "Condition of Title" is defined in Section 206 hereof. "Conditions Precedent" means the City's Conditions Precedent and/or the Developer's Conditions Precedent for the Conveyance. "Construction Financing" means the debt and equity necessary to construct the Project including the documents evidencing same. "Convey" or "Conveyance" means the conveyance of the Site by the City to the Developer by Grant Deed. 2 "Date of Agreement" is defined in the first paragraph hereof. "Default" means the failure of a party hereto to perform any action or covenant required by this Agreement within the time periods provided herein following notice and opportunity to cure, as set forth in Section 501 hereof. "Design Development Drawings" mean those plans and drawings as set forth in Section 303.2 to be submitted to the City for approval as part of the Design Review Process. "Design Review Process" is described in Section 303 hereof. "Design Review Submittals" means those plans and drawing constituting the Basic Concept Drawings and/or Design Development Drawings submitted to the City for review and approval as part of the Design Review Process. "Developer" means Greenlaw Development, LLC, a California limited liability company or its assignee subject to Section 603. "Developer Improvements" mean the improvements to be constructed by the Developer upon the Site and approvals and permits required for completion of the Developer Improvements, all as more particularly described in the Scope of Development. "Developer's Conditions Precedent" means the conditions precedent to the Closing for the benefit of the Developer, as set forth in Section 208.2. "Development Application" means a complete application for a discretionary land use approval has been submitted to the Planning Services Division in accordance with its permit application process. "Director" means the Director of the Economic Development Department of the City or designee who shall represent the City in all matters pertaining to this Agreement. Whenever a reference is made herein to an action or approval to be undertaken by the City, the Director is authorized to act unless this Agreement specifically provides otherwise or the context should otherwise require. "Effective Date" means the date set forth above on which City and Developer execute this Agreement. "Eligible Persons" means any individual, partnership, corporation or association which qualifies as a "displaced person" pursuant to the definition provided in Government Code Section 7260(c) of the California Relocation Assistance Act of 1970, as amended, and any other applicable federal, state, or local regulations or laws. "Entitlements" means a General Plan Amendment to change the land use designation from Commercial to Mixed -Use Medium, a Reclassification to change the zoning on APN 082-461-39 from the Industrial Zone to General Commercial (CG) and add the Mixed -Use Overlay Zone to all parcels within the Site so that the entire project site would be within the C-G Zone and the Mixed - Use Overlay Zone, a Subdivision Tract Map to allow the sale of residential units for condominium purposes, a Conditional Use Permit (CUP) to permit a mixed -use project that would include development of up to 223 unit residential flats and townhomes, and 4,586 square feet of retail, and a Density Bonus Housing Agreement to ensure compliance with the City Density Bonus Ordinance. "Escrow" is defined in Section 205 hereof. "Escrow Agent" is defined in Section 205 hereof. "Exceptions" is defined in Section 206 hereof. "Grading Permit" means the grading permit for the Project. "Grading Plans" means the plans submitted in connection with the issuance of Grading Permits. "Grant Deed" means each of the grant deeds to be used for the Conveyance of the Site, in the form of Attachment No. 4. "Hazardous Materials" means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum and breakdown and derivative products thereof, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) methyl tertiary butyl ether, (ix) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Chapter 11 of Title 22, Division 4.5 of the California Code of Regulations, (x) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1317), (xi) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903), (xii) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C. §9601). "HOA" means a homeowner's association to be formed by Developer pursuant to the Davis -Sterling Common Interest Act (California Civil Code §4000 et seq.), and which will own, operate and maintain certain Common Area Lots and improvements thereon once conveyed to the HOA. "Indemnitees" means the City and the Successor Agency, as well as the elected officials, officers, employees, lawyers, agents, representatives, and consultants of each. 4 "Investigation" is defined in Section 204.3. "Landsea" means Landsea Homes Incorporated, a Delaware corporation. "Lease and License Agreements" mean those certain (i) Land and Buildings lease by and between the City and Road Runner Imports Inc. dated July 1, 2019; (ii) Right of Entry and License Agreement by and between the Successor Agency and the Anaheim Transportation Network dated August 20, 2015; (iii) Right of Entry and License Agreement by and between the City and Asplundh Construction LLC dated January 1, 2022; and (iv) Right of Entry and License Agreement by and between the City and YNOT 6 I LLC dated March 10, 2021 and the First Amendment thereto dated April 12, 2022. "Legal Description" means the legal description of the Site separately shown on Attachment No. 1. "List of Environmental Condition Documents" means the List of Environmental Condition Documents attached hereto as Attachment No. 8. "Mortgage" is defined in Section 311.2 hereof. "Notice" shall mean a notice in the form prescribed by Section 601 hereof. "Outside Closing Date" means Friday, December 30, 2022. The Outside Closing Date shall not be subject to any enforced delay or other extension as provided for under Section 603, provided however that the Outside Closing Date may be extended by the Parties in the event of a judicial challenge that is subject to Government Code Section 54234(a)(4) and/or 54234(b)(2). "Preliminary Evidence of Financing" means, to the extent that Developer intends to utilize debt financing, a preliminary commitment letter from a financial institution which has adequate financial resources, in the reasonable determination of the City, and is in the business of providing construction financing for the Project, and which includes: (i) a term sheet or letter of interest, and (ii) the statement by the prospective lender that such lender has reviewed the Developer's preliminary loan information and has issued a preliminary letter of interest or term sheet to provide Construction Financing for the Project. "Project" means the development of the Site in accordance with the Entitlements. Where the context dictates, "Project" shall also include the marketing for sale of the residential units. "Purchase Price" is defined in Section 202 hereof. "Related Entity" means an entity in which a majority ownership interest is held by the Developer. "Release of Construction Covenants" means the document which evidences Developer's Completion of Construction with respect to each Subdivision and/or the entire Project, as applicable, as set forth in Section 312 hereof, in the form of Attachment No. 9. "Report" means the preliminary title report, as described in Section 206 hereof. 5 "Residential Unit" means each of the for -sale residential flats and townhomes on the Site constructed in accordance with the Entitlements. "Right of Entry Agreement" means that certain right of entry agreement attached hereto as Attachment No. 7 which describes the terms under which the Developer may enter the Site prior to the Closing. "Schedule of Performance" means the Schedule of Performance attached hereto as Attachment No. 5, setting out the dates and/or time periods by which the Closing occurs and by which certain obligations with respect to the development of the Project must be accomplished. The Schedule of Performance is subject to Section 602 and revision from time to time as mutually agreed upon in writing between the Developer and the Director, and the Director is authorized to make such revisions as the Director deems reasonably necessary. "Scope of Development" means the Scope of Development attached hereto as Attachment No. 6, which describes the scope, amount and quality of development of the Project "Site" is defined in Recital B. The Site is shown on the Site Map and described in the Legal Description. "Site Map" is attached hereto as Attachment No. 2. "Successor Agency" means the Successor Agency to the Anaheim Redevelopment Agency pursuant to Health & Safety Code §34170 et seq. Wherever the Successor Agency has an obligation hereunder the City will use its best efforts to either perform such obligation or cause the Successor Agency to perform such obligation. "Surplus Land Act" means the California Surplus Land Act, Government Code Sections 54220-54234. "Title Company" is defined in Section 206 hereof. "Title Policy" or "Title Policies" is defined in Section 206 hereof. "Transfer" is defined in Section 603.1 hereof. 200. CONVEYANCE OF THE SITE. 201. Purchase and Sale. Subject to all of the terms and conditions set forth in this Agreement, (i) City agrees to convey to Developer, and Developer agrees to acquire from City, all of City's right, title and interest in and to the Site, together with all rights, privileges, tenements, hereditaments, rights -of -way, easements and appurtenances thereto, if any (the "Conveyance"). City has determined that, based on the conditions imposed on the Developer with respect to the construction of the Developer Improvements, and the operation of the Project, and the maintenance of the Site, the fair market value of the Site equals the Purchase Price; accordingly, the consideration for the Conveyance shall be Developer's payment of the Purchase Price, plus Developer's agreement to perform the construction of the Project, sell the residential units and be bound by the covenants and restrictions set forth herein. City shall convey all of City's interest in C the Site to Developer by Grant Deed subject to the rights reserved therein. The Site, and each legal parcel therein, shall be delivered in an "as is" condition. 202. Purchase Price. The Purchase Price for the Site shall be Twenty -Four Million Four Hundred Twenty -Five Thousand Dollars ($24,425,000). The Purchase Price shall be paid all cash at Closing. Within 10 days after the Effective Date, Developer shall deliver to Escrow Agent the sum of One Hundred Dollars ($100) as non-refundable independent contract consideration ("Nonrefundable Consideration") which has been bargained for and agreed to as consideration for Developer's execution and delivery of this Agreement and for the rights granted to Developer, including any rights granted to Developer to terminate this Agreement pursuant to Section 204.4, the receipt and adequacy of which are acknowledged. If Developer elects to terminate this Agreement for any reason, City shall retain the Nonrefundable Consideration. The Nonrefundable Consideration shall be applicable towards the Purchase Price if the Closing occurs. 203. Representations and Warranties. 203.1 City's Representations. City represents and warrants to Developer as follows: (a) Authority. City is a California municipal corporation and Charter City. The execution, performance and delivery of this Agreement by City have been fully authorized by all requisite actions on the part of City. (b) No Conflict. To the best of City's knowledge, City's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound. (c) No City Bankruptcy. City is not the subject of a bankruptcy proceeding. (d) Leases and Other Interests. Except for the Lease and License Agreements, to the best of City's knowledge, there are no tenants or other persons who have a lawful interest in the Site other than the City. Except for the Lease and the License Agreements, to the best of City's knowledge, no person, firm, partnership or corporation has the right to possess the Site. (e) Title. As of the Date of Agreement, City holds fee title to the Site. (f) Litivation. To the best of City's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Site or any portion thereof, at law or in equity before any court or governmental agency, domestic or foreign. (g) Governmental Compliance. To the best of City's knowledge, City has not received any notice from any governmental agency or authority alleging that the Site is currently in violation of any law, ordinance, rule, regulation or requirement applicable to its use 7 and operation. If any such notice or notices are received by City following the Effective Date of this Agreement, City shall promptly notify Developer. (h) Property Disposition. To the best of the City's knowledge, City has complied with the property disposition requirements, including as set forth in Health & Safety Code Section 34175 et seq. and Government Code Section 54220 et seq. Until the Closing, City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section not to be true, immediately give written notice of such fact or condition to Developer. 203.2 Developer's Representations. Developer represents and warrants to City as follows: (a) Authority. Developer is a duly organized limited liability company formed within and in good standing under the laws of the State of California. Upon request by City, Developer shall deliver to City true and complete copies of the original documents evidencing the organization of Developer, as amended to the Date of this Agreement. Developer has full right, power and lawful authority to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by Developer has been fully authorized by all requisite actions on the part of Developer. (b) No Conflict. To the best of Developer's knowledge, Developer's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Developer is a party or by which it is bound. (c) No Developer Bankruptcy_. Developer is not the subject of a bankruptcy proceeding. Until the Closing, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section not to be true, immediately give written notice of such fact or condition to City. 204. Pre -Closing Development Activities; Condition of the Site. 204.1 Disclosure. Within ten (10) days of the Effective Date, City shall deliver to Developer copies of the existing environmental reports set forth in the List of City's Environmental Reports. Other than as may be set forth in the List of City's Environmental Reports as set forth herein, City hereby represents and warrants to Developer that City has not received any prior written notice or communication from any government agencies having jurisdiction over the Site, notifying City or any third party of, and City has no actual knowledge of, the presence of surface or subsurface zone Hazardous Materials in, on, or under the Site, or any portion thereof. 204.2 Pre -Closing Development Activities. Developer shall have the right to enter the Site upon reasonable Notice to City for the purpose of performing Pre -Closing Development Activities. All Pre -Closing Development Activities conducted on the Site by Developer shall be done at the sole expense of Developer and only after (i) Developer has secured 8 any necessary permits from the appropriate governmental agencies and (ii) Developer has delivered to City a copy of the Right of Entry and License Agreement (Due Diligence) fully executed and acknowledged by Developer and satisfied the conditions precedent to Developer's entry onto the Site set forth therein. 204.3 Developer's Investigation of the Site. Representatives of Developer shall have the right to access the Site during regular business hours and upon reasonable Notice to City for the purpose of obtaining data and conducting surveys and tests necessary to reasonably assess the suitability of the Site for the Project. Any surveys and tests conducted on the Site by Developer's representatives shall be done at the sole expense of Developer and only after (i) Developer has secured any necessary permits from the appropriate governmental agencies and (ii) Developer has delivered to City a copy of the Right of Entry and License Agreement (Due Diligence) fully executed and acknowledged by Developer and satisfied the conditions precedent to Developer's entry onto the Site set forth therein. (a) Soils and Engineering Assessment. Developer or its assignee shall have the right, at its sole cost and expense, to engage its own consultants ("Developer's Soils and Engineering Consultants") to conduct a physical assessment and make such investigations as Developer deems necessary, including having prepared any "Soils Reports" and/or "Engineering Reports" of the Site, and City shall promptly be provided a copy of all reports and test results provided by Developer's consultants ("Developer's Soils and Engineering Reports"). (b) Environmental Assessment. In addition to conducting a physical assessment of the Site, Developer or its assignee shall have the right, at its sole cost and expense, to engage its own environmental consultant ("Developer's Environmental Consultant") to conduct an environmental assessment and make such investigations as Developer deems necessary, including any "Phase I" and/or "Phase 2" investigations of the Site, and City shall promptly be provided a copy of all reports and test results provided by Developer's Environmental Consultant ("Developer's Environmental Reports"). 204.4 Developer Approval or Disapproval of Condition of Site. (a) Physical Condition of Site. Developer shall approve or disapprove of the physical condition of the Site. Developer's approval of the physical condition of the Site shall be both a City's and a Developer's Condition Precedent to the Closing. If Developer, based upon Developer's Soils and Engineering Reports, disapproves of the physical condition of the Site, then Developer may, in Developer's sole discretion, terminate the Escrow and this Agreement by written Notice to City. (b) Environmental Condition of Site. In addition, Developer shall approve or disapprove of the environmental condition of the Site. Developer's approval of the environmental condition of the Site shall be both an City's and a Developer's Condition Precedent to the Closing. If Developer disapproves of the environmental condition of the Site, then Developer may terminate the Escrow and this Agreement by written Notice to City. (c) Notice to Proceed or Terminate. Developer shall deliver to City and Escrow Agent either (i) Notice of Developer's intention to proceed with the acquisition of the Site ("Developer's Notice to Proceed"), or (ii) Notice of Developer's intention to terminate Escrow and this Agreement ("Developer's Notice to Terminate"). If Developer does not deliver a Developer's Notice to Proceed, Developer will be deemed to have elected to terminate Escrow and this Agreement. In the event that Developer delivers Developer's Notice to Terminate and such termination is based upon the physical condition of the Site, Escrow and this Agreement shall terminate. In the event that Developer delivers Developer's Notice to Terminate and such termination is based upon the environmental condition of the Site, Escrow and this Agreement shall terminate. 204.5 No Further Warranties As To Site; Release of City Except as otherwise provided herein, the physical and environmental condition, possession or title of the Site is and shall be delivered from City to Developer in an "as -is" condition, with no warranty expressed or implied by City, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of any portion of the Site for the development purposes intended hereunder. To the extent authorized by contract or law, City shall assign to Developer all warranties and guaranties with respect to the environmental condition of the Site, if any, that City has received from prior owners of the Site. Developer hereby waives, releases and discharges forever City, and its employees, officers, agents and representatives, from all present and future claims, demands, suits, legal and administrative proceedings and from all liability for damages, losses, costs, liabilities, fees and expenses, present and future, arising out of or in any way connected with City's or Developer's use, maintenance, ownership or operation of the Site, any Hazardous Materials on such parcels, or the existence of Hazardous Materials Contamination in any state on the Site, however they came to be placed there, except those arising out of the negligence or misconduct of City or its employees, officers, agents or representatives. Developer acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." As such relates to this Section, Developer hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code. Notwithstanding anything to the contrary contained herein, the foregoing release does not include, and City shall remain liable for: (1) any third party claim that arose during City's ownership of the Site; (2) City's fraud or willful misconduct in connection with this Agreement; and (3) breach of any of the City's obligations or covenants under this Agreement. 10 204.6 Developer Indemnity Regarding Hazardous Materials. Upon the Closing, Developer agrees to indemnify, defend and hold City and Successor Agency, and their officers, employees, agents, representatives and volunteers harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from , arising out of, or based upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Site which occurs or arises after the Closing, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Site which occurs or arises after the Closing, except those arising out of the negligence or misconduct of City, Successor Agency, or their employees, officers, agents or representatives. This indemnity shall include, without limitation, any damage, liability, fine, penalty, and/or parallel indemnity after closing cost or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment. At the request of Developer, City and Successor Agency shall cooperate with and assist Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense; provided that City shall not be obligated to incur any expense in connection with such cooperation or assistance. This indemnity shall survive the termination, expiration, invalidation or performance in full or in part of this Agreement, and, without limiting the foregoing, shall survive the Closing. 205. Escrow. City shall open escrow ("Escrow") with First American Title, Ryan Hahn, Escrow Agent (John Jackson, Sales Representative). or another escrow holder mutually satisfactory to both parties (the "Escrow Agent"), by depositing one (1) fully executed copy of this Agreement with Escrow Agent. 205.1 Costs of Escrow. City and Developer shall pay their respective portions of the premium for the Title Policy as set forth in Section 206 hereof, City shall pay for the documentary transfer taxes, if any, due with respect to the Conveyance, and Developer and City each agree to pay one-half of all other usual fees, charges, and costs which arise from Escrow with respect to the Conveyance. 205.2 Escrow Instructions. This Agreement constitutes the joint escrow instructions of Developer and City, and the Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. All funds received in the Escrow shall be deposited in a federally insured interest -bearing general escrow account(s) and may be transferred to any other such federally insured interest -bearing escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check or wire transfer from such account. The parties agree to execute such other and further documents as may be reasonably necessary, helpful or appropriate to effectuate the provisions of this Agreement. The Closing shall 11 take place within the time period set forth in Section 205.4 below after the Conditions Precedent as set forth in Section 208 have been satisfied or waived in writing. 205.3 Authority of Escrow Agent. When the Conditions Precedent have been fulfilled or waived in writing by the party for whose benefit such conditions are imposed, Escrow Agent is authorized to, and shall, with respect to the Closing: (a) Pay and charge Developer and City for their respective shares of the premium of the Title Policy and any endorsements thereto as set forth in Section 207. (b) Pay and charge Developer and City for their respective shares of any escrow fees, charges, and costs payable under Section 205.1 of this Agreement. (c) Record in the following order of priority: the Grant Deed; and all deeds of trust and other security documents required by the lender providing the debt portion of the Construction Financing (if any) with instructions for the Recorder of Orange County, California to deliver conforming copies to the parties. (d) Upon written confirmation that the Grant Deed conveying the Site to Developer has recorded in the Official Records of Orange County, California Recorder's Office, disburse funds as required under this Agreement. (e) Do such other actions as necessary to fulfill its obligations under this Agreement. (f) Direct City to execute and deliver any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of FIRPTA and any similar state act and regulation promulgated thereunder. City agrees to execute a Certificate of Non -Foreign Status by individual transferor and/or a Certification of Compliance with Real Estate Reporting Requirement of the 1986 Tax Reform Act and comparable forms respecting the State of California as may be required by Escrow Agent, on forms to be supplied by Escrow Agent. (g) Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-5 form, and be responsible for withholding taxes, if any such forms are provided for or required bylaw. 205.4 Closing.The "Closing" or "Close of Escrow" shall occur not later than ten (10) days after the satisfaction of the Conditions Precedent, subject to extension under Section 602, or such later date as may be mutually agreed upon by City and Developer in writing; provided however that in no event shall the Closing occur later than the Outside Closing Date. The Closing or Close of Escrow shall mean the time and day that the Grant Deed is recorded in the official 12 records of the Orange County Recorder. The "Closing Date" shall mean the day on which the Closing occurs. 205.5 Closing Procedure. Escrow Agent shall cause the Close of Escrow for the Site as follows: (a) Record in order the Grant Deed; all deeds of trust and other security documents required by Developer's lender providing the debt portion of the Construction Financing (if any) with instructions for the Recorder of Orange County, California to deliver conforming copies to the parties; (b) Instruct the Title Company to forthwith deliver the Title Policy to Developer with a copy to City; (c) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; (d) Deliver the FIRPTA Certificate and other certificate(s) and statement(s) described in Section 205.3, if any, to Developer; (e) Upon written confirmation that Grant Deed conveying the Site to Developer has recorded in the Official Records of Orange County, California Recorder's Office, disburse any funds and documents as may be held in Escrow following the Closing to the party entitled thereto; and (f) Deliver to both Developer and City a separate accounting of all funds received and disbursed for each party and conformed copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon. 206. Review of Title. Prior to the Date of Agreement, First American Title Insurance Company (the "Title Company") has delivered to Developer a standard preliminary title report (Order No. NCS-925376-SA1 dated September 19, 2018, and amended October 2022) (the "Report") with respect to title to the Site, together with legible copies of the documents underlying the exceptions ("Exceptions") set forth in the Report. Developer shall have the right to approve or disapprove the Exceptions for the Site in its sole discretion; provided, however, that Developer hereby approves the following Exceptions: (a) The lien of any non -delinquent property taxes and assessments (to be prorated at close of Escrow). (b) The provisions of the Grant Deed. Developer shall have thirty (30) days from the Effective Date to give written notice to City and Escrow Holder of Developer's approval or disapproval of any of such Exceptions. Developer shall have right to obtain, at its expense, an ALTA survey of the Site and to approve or disapprove the survey and all Exceptions to title shown on the survey. Developer's failure to give written approval of the Report within such time limit shall be deemed disapproval of the 13 Report. If Developer notifies City of its disapproval of any Exceptions in the Report, City shall have thirty (30) days from the receipt of written notice of disapproval by Developer to determine whether or not it will undertake the removal of any disapproved Exceptions. If City elects to remove such Exceptions, it shall diligently proceed to effect the removal of such Exceptions. If City cannot or does not elect to remove any of the disapproved Exceptions within that period, Developer shall have thirty (30) days after the expiration of such thirty (30) day period to either give City written notice that Developer elects to proceed with the purchase of the Site subject to the disapproved Exceptions or to give City written notice that Developer elects to terminate this Agreement. The Exceptions to title approved by Developer as provided herein shall hereinafter be referred to as the "Condition of Title." Developer shall have the right to approve or disapprove any additional and previously unreported Exceptions reported by the Title Company after Developer has approved the Condition of Title for the Site (which are not created by Developer). City shall not voluntarily create any new exceptions to title following the Date of Agreement. Notwithstanding anything to the contrary contained in this Agreement and regardless of whether Developer provides a notice of approval or disapproval of title matters, the Condition of Title shall specifically exclude, and City shall remove of record prior to the Closing, all deeds of trust, mortgages, judgment liens, mechanic's liens and materialmen's liens, any other monetary liens or encumbrances on the Site ("City Removal Items"). 207. Title Insurance. Concurrently with recordation of the Grant Deed, there shall be issued by Title Company to Developer, an ALTA standard coverage title insurance policy for the Site, or, at Developer's request, an ALTA extended coverage owner's policy of title insurance (6- 17-06) (the "Title Policy") in the amount of Twenty -Four Million Four Hundred Twenty -Five Thousand Dollars ($24,425,000) together with such endorsements as are requested by Developer, insuring that as of the date and time of recordation of the Grant Deed, all title to and all rights of possession for the Site, is vested in Developer in the condition required by Section 206 of this Agreement. City agrees to remove on or before the Closing all City Removal Items. City shall pay that portion of the premium for the Title Policy equal to the cost of an ALTA standard coverage title policy in the amount of the Purchase Price. Any additional costs, including the cost of endorsements requested by Developer which are not necessary to obtain the ALTA standard coverage title policy, or additional premiums to obtain an ALTA extended coverage policy, shall be borne by Developer. 208. Conditions of Closing. The Closing is conditioned upon the satisfaction of the following terms and conditions within the times designated below (collectively "Conditions Precedent"). Except for a breach of one of the party's obligations under this Agreement, the failure of any Conditions Precedent set forth in this Section 208 to be either satisfied or waived in writing prior to the date specified below shall not constitute a Default pursuant to Section 501, but shall be cause for termination of this Agreement by the party for whose benefit such condition has been imposed. 208.1 City's Conditions of Closing. City's obligation to proceed with the Closing is subject to the fulfillment, or waiver by City, of each and all of the conditions precedent (a) through 0), inclusive, described below ("City's Conditions Precedent"), which are solely for the benefit of City, and which shall be fulfilled, or waived in its sole discretion, within the time periods provided for herein, or if no time frame is provided, by the Outside Closing Date: 14 (a) No Default. Developer shall not be in Default. (b) Execution and Delivery of Documents. Developer shall have executed and, as necessary for recordation, shall have had acknowledged, any documents required hereunder and shall have delivered such documents into Escrow. (c) Payment of Funds. Developer has deposited all of Developer's required costs of Closing into Escrow in accordance with Section 205.1 hereof. (d) Commercial General Liability Insurance. Developer shall have provided proof of commercial general liability insurance as required by Section 307 hereof. (e) Construction Financing. City shall have approved, which approval shall not be unreasonably withheld, conditioned or delayed, (i) the Preliminary Evidence of Financing for the Project, and (ii) if Developer will be obtaining financing from a third -party source not affiliated with Developer (as opposed to internal financing which requires an unconditional written commitment to provide such funding), the documents evidencing such Construction Financing (if any) to confirm that such Construction Financing (if any) contains substantially similar terms as the Preliminary Evidence of Financing. Such Construction Financing (if any) for the Project shall be on substantially similar terms as the approved Preliminary Evidence of Financing unless otherwise approved by City, which approval shall not be unreasonably withheld, conditioned or delayed, and any third -parry debt portion of such Construction Financing (if any) shall record and begin funding concurrently with the Closing. (f) General Contractor Contract. The Developer shall have provided or caused to be provided to the Director a copy of a valid and binding contract between the Developer and one or more California -licensed general contractors for the construction of the Project; provided, however, this condition to closing shall be satisfied and no such contract shall be required where Developer or its Affiliate is a California -licensed contractor that will act as the general contractor for Developer's development of the Project and the Developer or Affiliate provides written evidence of the commitment to construct consistent with this Agreement. (g) Outside Closing Date. The Closing shall occur on or before Friday, December 30, 2022. (h) Entitlements. The Anaheim City Council, acting in is municipal capacity, shall have approved the Entitlements. (i) Adverse Conditions. No lawsuit, moratoria or similar judicial or administrative proceeding or government action shall exist or have been threatened which would materially delay constructing the Project or expose City to additional liability. 0) Developer Representations. All representations and warranties made by Developer in this Agreement shall be true and correct as of the date of this Agreement and the Close of Escrow subject to Developer's right to modify its representations as set forth in Section 203.2 15 208.2 Developer's Conditions of Closing. Developer's obligation to proceed with the Closing is subject to the fulfillment or waiver on writing by Developer of each and all of the conditions precedent (a) through (k), inclusive, described below ("Developer's Conditions Precedent"), which are solely for the benefit of Developer, and which shall be fulfilled, or waived in in writing in its sole discretion, within the time periods provided for herein, or if no time is set forth, by the Outside Closing Date: (a) No Default. City shall not be in Default. (b) Execution and Delive of Documents. City shall have executed and, as necessary for recordation, shall have had acknowledged, any documents required hereunder and shall have delivered such documents into Escrow. (c) Review and Approval of Title. Developer shall have reviewed and approved the Condition of Title of the Site, as provided in Section 206 hereof. (d) Construction Financing. City shall have approved, which approval shall not be unreasonably withheld, conditioned or delayed, (i) the Preliminary Evidence of Financing for the Project, and (ii) if Developer will be obtaining financing from a third -party source not affiliated with Developer (as opposed to internal financing which requires an unconditional written commitment to provide such funding), the documents evidencing such Construction Financing (if any) to confirm that such Construction Financing (if any) contains substantially similar terms as the Preliminary Evidence of Financing. Such Construction Financing (if any) for the Project shall be on substantially similar terms as the approved Preliminary Evidence of Financing unless otherwise approved by City, which approval shall not be unreasonably withheld, conditioned or delayed, and any third -party debt portion of such Construction Financing (if any) shall record and begin funding concurrently with the Closing and the Developer or Affiliate provides written evidence of the commitment to construct consistent with this Agreement. (e) Title Police . The Title Company shall, upon payment of Title Company's regularly scheduled premium, have irrevocably and unconditionally agreed to issue to Developer the Title Policy for the Site upon the Close of Escrow consistent with the Condition of Title, in accordance with Section 206 hereof. (f) Adverse Conditions. No lawsuit, moratoria or similar judicial or administrative proceeding or government action shall exist or have been threatened which would materially delay or significantly increase the cost of constructing the Project or expose Developer to additional liability. (g) City Representations. All representations and warranties made by City in this Agreement shall be true and correct as of the date of the Agreement and Close of Escrow, subject to City's right to modify its representations as set forth in Section 203.1 below. (h) Development Entitlements Finalized. The Entitlements shall have been fully approved by the City and five (5) business days have elapsed after all time periods for appeals, challenges, initiatives and referenda within which the Entitlements may be legally challenged after the proper posting of the second Notice of Determination with respect to the Entitlements have expired without any appeal, challenge, initiative or referenda having been 16 brought (or if any appeal, challenge, initiative or referenda is timely brought, such appeal, challenge, initiative or referenda shall have been fully resolved in a manner substantially consistent with the Entitlements originally approved by the City as determined in Developer's reasonable discretion). (i) Lease and License Agreements. City shall have terminated the Lease and License Agreements and shall have caused all occupants of the Site to vacate as provided in Section 208.3. 0) Compliance with Disposition Reouirements. City has delivered all required notices and obtained necessary approvals and complied with all applicable legal requirements to dispose of the Site, including as set forth in Health & Safety Code Section 34175 et seq. and Government Code Section 54220 et seq. (k) No Material Adverse Chance. There shall be no material adverse change in the physical condition of the Site from the condition in which it existed as of the date of this Agreement. 208.3 Relocation with respect to the Site.. City shall cause all occupants of the Site (if any) to vacate the Site, and, in doing so, has complied with all applicable federal, state, and local laws and regulations concerning the displacement and/or relocation of all Eligible Persons and/or businesses from the Site, if any, including without limitation, the California Relocation Assistance Law, California Government Code Section 7260, et seq., all state and local regulations implementing such laws, and all other applicable federal, state, and local laws and regulations relating to Eligible Persons. City shall indemnify, defend, and hold Developer and its members, representatives, officers, employees, agents, permitted assigns, tenants and any of their lenders harmless from any and all claims, losses, liabilities or demands related to or arising from the vacation of all occupants of the City Property aforementioned. This indemnity shall survive the termination, expiration, invalidation, or performance in full or in part of this Agreement, and, without limiting the foregoing, shall survive the Closing. 300. DEVELOPMENT OF THE SITE. 301. Scope of Development. Within the time set forth in the Schedule of Performance, Developer shall prepare the Site for development and construct the Developer Improvements in accordance with the Scope of Development and the plans, drawings and documents submitted by Developer and approved by City as set forth herein, which approval shall not be unreasonably withheld, conditioned or delayed. 302. Entitlements. The City Council, acting in its municipal capacity, shall have approved the Entitlements before the Closing. 303. Design Review Process. Design review for the Project will be performed by the City, assisted by professional consultants. Design review submissions are to be made to the Economic Development Department first and then to the City's Planning and Building Department following approval by the Economic Development Department. Accordingly, the foregoing Design Review Process has been established to continuously assess design issues from project inception to completion. 17 303.1 Basic Concept Drawings. Concurrently with the approval of this Agreement, City has approved conceptual drawings, including a site plan, elevations, floor plans and preliminary landscape plans (collectively, the "Basic Concept Drawings") for the development of the Site, which are attached hereto as Attachment No. 3. 303.2 Design Development Drawings. Within the time set forth in the Schedule of Performance, Developer shall submit to City the following plans and drawings (collectively, the "Design Development Drawings") for the development of the Site: (a) Site plan at not smaller than 1:600 (1"=509). (b) Landscape plan, with hardscape plans, sections and elevations, including lighting, equipment, furnishings and planting schedules. (c) Floor plans. (d) Elevations. (e) Material and color selection of exterior walls. (f) Tabulation of areas/uses. (g) Elevations of major public spaces. (h) Graphics and signage plans, including the approximate size and location of signs, together with schedules and samples or manufacturer's literature. (i) Public improvements, as may be required. 303.3 Grading Plans and Building Improvement Plans. After the City's Design Development Drawings approval, and within the time set forth therefor in the Schedule of Performance, the Developer shall prepare or cause to be prepared and submit to the City, Grading Plans and Building Improvement Plans for the Project sufficient for the issuance of appropriate permits for the Grading and Building Improvements which shall have been prepared by a registered civil engineer. The City shall approve or disapprove the Grading Plans and Building Improvement Plans for the Project within the time set forth therefor in the Schedule of Performance. 303.4 Standards for Disapproval. The Developer acknowledges and agrees that the City's Economic Development Department and the Planning and Building Department are entitled to approve or disapprove the Design Review Submittals in order to satisfy the City's obligation to promote the sound development of land within the City, to promote a high level of design which will impact the surrounding development, and to provide an environment for the social, economic and psychological growth and well-being of the citizens of the City and the Project. 303.5 Consultation and Coordination. During the Design Review Process, staff of the City and the Developer shall hold joint progress meetings to coordinate the 18 preparation of, submission to, and review of the Design Review Submittals by the Director and the City. The City shall designate a City employee to serve as the City's project manager who is responsible for the coordination of the City's activities under this Agreement and for coordinating the land use approval and permitting process with the Developer's representatives and consultants. 303.6 Revisions. If the Developer desires to propose any substantial exterior revisions to the approved Basic Concept Drawings or as approved pursuant to the Design Review Process, it shall submit such proposed changes to the City, and shall also proceed in accordance with any and all state and local laws and regulations regarding such revisions, within the time frame set forth in the Schedule of Performance for the submittal of the Drawings and Design Review Process. Any change proposed in the Design Development Drawings may be disapproved by the City in its sole and absolute discretion. Any and all change orders or revisions required by the City and its inspectors which are required under the Municipal Code and all other applicable Uniform Codes (e.g., Building, Plumbing, Fire, Electrical, etc.) and under other applicable laws and regulations shall be included by the Developer in its Basic Concept Drawings, the Design Review Submittals, Grading or the Building Improvement Plans and completed during the construction of the Project. 303.7 Defects in Plans. The City shall not be responsible either to the Developer or to third parties in any way for any defects in the Basic Concept Drawings, the Design Review Submittals, Grading or the Building Improvement Plans nor for any structural or other defects in any work done according to the approved Basic Concept Drawings, Design Review Submittals, Grading or the Building Improvement Plans, nor for any delays reasonably caused by the review and approval processes established by this Section 303. Subject to the other limitations of this Agreement, the Developer shall hold harmless, indemnify and defend the Indemnitees from and against any claims, suits for damages to property or injuries to persons arising out of or in any way relating to defects in the Basic Concept Drawings, the Design Review Submittals, Grading or the Building Improvement Plans, including without limitation the violation of any laws, or arising out of or in any way relating to any defects in any work done according to the approved Basic Concept Drawings, Design Review Submittals, Grading or Building Improvement Plans. 303.8 Use of Architectural Plans. City shall not have the right to use any Basic Concept Drawings, Design Development Drawings or Building Improvement Drawings which are submitted to City by Developer pursuant to this Section 303, nor shall City confer any rights to use such architectural plans to any person or entity. 304. Permits. Before commencement of the construction of the Developer Improvements or other works of improvement upon the Site, Developer shall, at its own expense, secure or cause to be secured any and all permits and approvals which may be required for the construction of the Developer Improvements by the City or any other governmental agency affected by such construction or work. Developer shall, without limitation, apply for and secure the following, and pay all costs, charges and fees associated therewith: (a) All permits and fees required by the City, County of Orange, and other governmental Developer with jurisdiction over the Developer Improvements and the Site. 19 City staff will work cooperatively with Developer to assist in coordinating the expeditious processing and consideration of all necessary permits, entitlements and approvals. However, the execution of this Agreement does not constitute the granting of or a commitment to obtain any required land use permits, entitlements or approvals required by City or the City. 305. Schedule of Performance. Developer shall submit all Basic Concept Drawings, Design Development Drawings and Building Improvement Drawings, commence and substantially complete all construction of the Developer Improvements, and satisfy all other obligations and conditions of this Agreement within the times established therefore in the Schedule of Performance, provided that the Schedule of Performance is subject to modification by the Director as provided in Section 607. 306. Cost of Construction. Except to the extent otherwise expressly set forth in this Agreement, all of the cost of planning, designing, remediating Hazardous Materials, developing and constructing all of the Developer Improvements in conformance with the approved Basic Concept Drawings and Design Development Drawings shall be borne by Developer. Notwithstanding the foregoing, Developer shall not be required to pay for or reimburse City for costs incurred by City in utilizing staff and/or consultants in analyzing and administering this Agreement. 307. Insurance Requirements. From the date of Closing until Completion of Construction with respect to the entire Project, the Developer shall secure from a company or companies authorized to conduct insurance business in the State of California, pay for, and maintain in full force and effect, a policy of commercial general liability insurance issued by an "A:VI" or better rated insurance carrier as rated by A.M. Best Company as of the date that Developer obtains or renews its insurance policies, on an occurrence basis, in which the Indemnitees are named as additional insureds with the Developer. Developer shall furnish a certificate of insurance to the City prior to the Close of Escrow. The protection offered by the policy shall: (a) Include an endorsement naming the Indemnitees as additional insureds; (b) Provide a combined single limit policy for both personal injury and property damage in the amount of $5,000,000, which will be considered equivalent to the required minimum limits; (c) Bear an endorsement or shall have attached a rider providing that the City shall be notified not less than thirty (30) days before any expiration, cancellation, nonrenewal, reduction in coverage, increase in deductible, or other material modification of such policy or policies, and shall be notified not less than ten (10) days after any event of nonpayment of premium; provided, however, if such endorsement or rider is not available from Developer's insurance carrier, then the certificate of insurance shall provide that should the policy be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. Developer shall comply with Section 3800 of the Labor Code by securing, paying for and maintaining (or causing its contractors to secure, pay for and maintain) in full force and 20 effect from and after the Close of Escrow and until Completion of Construction with respect to a Subdivision and/or the entire Project (as applicable), complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the City before the commencement of construction. The City, its officers, employees, agents, representatives and attorneys shall not be responsible for any claims in law or equity occasioned by the failure of Developer to comply with this section. Every Workers' Compensation insurance policy shall bear an endorsement or shall have attached a rider providing that, in the event of expiration, proposed cancellation, or reduction in coverage of such policy for any reason whatsoever, the City shall be notified, giving the Developer a sufficient time to comply with applicable law, but in no event less than thirty (30) days before such expiration, cancellation, or reduction in coverage is effective or ten (10) days in the event of nonpayment of premium; provided, however, if such endorsement or rider is not available from Developer's insurance carrier, then the certificate of insurance shall provide that should the policy be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. Notwithstanding anything to the contrary contained in this Agreement, Developer may satisfy all or a portion of its insurance obligations hereunder by means of self-insurance or under policies that include self -insured retentions so long as City, in its reasonable judgment, shall have the same or similar benefits and protections as if Developer carried the insurance with a third party insurance company satisfying the requirements of this Section. The Director, with the consent of the City' Risk Manager, is hereby authorized to reduce the requirements set forth above in the event the Director determines that such reduction is in City's best interest. 308. Developer Indemnity. The Developer shall defend, indemnify, assume all responsibility for, and hold the Indemnitees, harmless from all claims, demands, damages, defense costs or liability for any damages to property or injuries to persons, including accidental death (including reasonable attorneys' fees and costs), to the extent caused by any acts or omissions of the Developer under this Agreement and/or the development, ownership and/or operation of the Project by the Developer, whether such activities or performance thereof be by the Developer or by anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination or expiration of this Agreement. The foregoing indemnity, defense, protection and hold harmless obligations do not apply to: (1) any third party claim that arose during City's ownership of the Site; (2) City's fraud or willful misconduct in connection with this Agreement; and (3) breach of any of the City's obligations or covenants under this Agreement. This indemnity shall survive the termination, expiration, invalidation or performance in full or in part of this Agreement, and, without limiting the foregoing, shall survive the Closing. 309. Rights of Access. Prior to the issuance of the Release of Construction Covenants, for purposes of assuring compliance with this Agreement, representatives of City shall have the right of access to the Site, without charges or fees, at normal construction hours during the period of construction for the purpose of ensuring compliance with this Agreement, including but not limited to, the inspection of the work being performed in the construction of the Developer 21 Improvements so long as City representatives comply with all safety rules and, at Developer's option, are escorted by a representative of Developer. City (or its representatives) shall, except in emergency situations, notify Developer prior to exercising its rights pursuant to this Section. 310. Compliance With Laws. Developer shall carry out the design and construction of the Developer Improvements in conformity with all applicable laws, including all applicable state labor standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City of Anaheim Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. 310.1 Nondiscrimination in Employment. Developer certifies and agrees that all persons employed or applying for employment by it and all subcontractors, bidders and vendors, are and will be treated equally by it without regard to, or because of race, color, religion, ancestry, national origin, sex, age, pregnancy, childbirth or related medical condition, medical condition (cancer related) or physical or mental disability, and in compliance with Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000, et seq., the Federal Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 621, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b, et seq., 42 U.S.C. Section 1981, the California Fair Employment and Housing Act, Cal. Government Code Section 12900, et seq., the California Equal Pay Law, Cal. Labor Code Section 1197.5, Cal. Government Code Section 11135, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., and all other antidiscrimination laws and regulations of the United States and the State of California as they now exist or may hereafter be amended. 310.2 Mechanics Liens and Stop Notices. Developer shall remove or have removed any mechanics lien or stop notice made on any of the Site or any part thereof, or assure the satisfaction thereof as provided herein. If a claim of a lien or stop notice is given or recorded affecting the Developer Improvements, Developer shall within thirty (30) days of such recording or service or within five (5) days of City's demand whichever last occurs: a. pay and discharge the same; or b. affect the release thereof by recording and delivering to City a surety bond in sufficient form and amount, or otherwise; or C. provide City with other assurance which City deems, in its reasonable discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of City from the effect of such lien or bonded stop notice. 311. Financing of the Developer Improvements. 311.1 Approval of Financing. As required herein and as both a City and Developer Condition Precedent to the Closing, Developer shall submit to City the Preliminary Evidence of Financing evidencing that Developer has (or will have upon the date of Conveyance) sufficient capital and/or has arranged for debt and/or equity financing necessary to undertake the 22 development and construction of the Project in accordance with this Agreement and will record the debt portion of the Construction Financing, if any, as a condition to, and concurrently with, Closing. The Director shall reasonably approve or disapprove Preliminary Evidence of Financing within ten (10) days of receipt thereof. If City shall disapprove any such Preliminary Evidence of Financing, City shall do so by Notice to Developer stating the reasons for such disapproval and Developer shall endeavor to promptly obtain and submit to City new Preliminary Evidence of Financing. Any material adverse changes to the terms of the Construction Financing (if any) from the approved Preliminary Evidence of Financing shall be subject to City written approval, which shall not be unreasonably withheld, conditioned or delayed. If applicable, Developer shall close the approved Construction Financing prior to or concurrently with the Closing. 311.2 No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease -Back Development Mortgages, deeds of trust and sales and leases -back for any reasonable method of financing through an Institutional Lender for the purpose of securing loans of funds to be used for (i) financing the acquisition or development of the Site, (ii) financing the construction of the Developer Improvements (including architecture, engineering, legal, and related direct costs as well as indirect hard and soft costs such as real property taxes, insurance premiums, closing costs, loan carrying costs and costs of financing) on or in connection with the Site, (iii) the financing or refinancing of contributed equity or other amounts, (including the granting of a security interest in Developer's rights under this Agreement) or (iv) any other purposes necessary and appropriate in connection with development under this Agreement shall be permitted before issuance of the Release of Construction Covenants only with City's prior written approval, which shall not be unreasonably withheld or conditioned and shall be given to Developer within ten (10) days. Developer shall notify City in advance of any mortgage, deed of trust or sale and lease -back financing, if Developer proposes to enter into the same before issuance of the Release of Construction Covenants. The words "mortgage" and "trust deed" as used hereinafter shall include sale and lease -back and all other means of financing which involve the granting of a security interest. 311.3 Holder Not Obligated to Construct Improvements. The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete the Developer Improvements or any portion thereof, or to guarantee such construction or completion; nor shall any covenant or any other provision in this Agreement be construed so to obligate such holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. 311.4 Notice of Default to Mortgagee or Deed of Trust Holder; Right to Cure. With respect to any mortgage or deed of trust granted by Developer as provided herein, whenever City may deliver any notice or demand to Developer with respect to any material breach or default by Developer in completion of construction of the Developer Improvements, City shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by its Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights granted by City are 23 concerned) have the right, at its option, within sixty (60) days after the expiration of all cure periods available to Developer but in no event longer than one hundred eighty (180) days after receipt of notice hereunder, to cure or remedy or commence to cure or remedy and thereafter to pursue with due diligence the cure or remedy of any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. If such default shall be a default which can only be remedied or cured by such holder upon obtaining possession of the Site or any portion thereof and such holder promptly commences and diligently prosecutes efforts to obtain possession with diligence through a receiver or otherwise, such holder shall have until sixty (60) days after obtaining possession to cure such default but in no event longer that three hundred sixty-five (365) days after receipt of notice hereunder. Notwithstanding anything to the contrary contained herein, in the case of a default which cannot with diligence be remedied or cured within sixty (60) days, such holder shall have such additional time as reasonably necessary to remedy or cure such default with diligence but in no event longer that three hundred sixty-five (365) days after receipt of notice hereunder; provided, further, such holder shall not be required to remedy or cure any non -curable default of Developer (such as an unauthorized attempted assignment or the failure to meet a deadline). Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Developer Improvements, or any portion thereof (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed Developer's obligations to City by written agreement reasonably satisfactory to City. The holder in that event shall only be liable or bound by Developer's obligations hereunder during the period that the holder is in possession of such portion of the Site in which the holder has an interest and, notwithstanding anything to the contrary contained in this Agreement, shall only be liable to the extent of its interest in such property and the improvements owned by it thereon. In addition, the holder, in that event, must agree to complete, in the manner provided in this Agreement, the improvements to which the lien or title of such holder relates. Any such holder properly completing such improvement shall be entitled, upon compliance with the requirements of Section 312 of this Agreement, to a Release of Construction Covenants. It is understood that a holder shall be deemed to have satisfied the sixty (60) day time limit set forth above for commencing to cure or remedy a Developer default which requires title and/or possession of the Site (or portion thereof) if and to the extent any such holder has within such sixty (60) day period commenced proceedings to obtain title and/or possession and thereafter the holder diligently pursues such proceedings to completion and cures or remedies the default within three hundred sixty-five (365) days of receipt of notice hereunder. All rights and obligations of a lender or holder pursuant to this Agreement shall also accrue to any purchaser, assignee or successor of a lender or holder upon acquisition of title to any portion of the Site by such purchaser, assignee or successor pursuant to a judicial or nonjudicial foreclosure or a deed in lieu of foreclosure, or pursuant to a conveyance from a holder by deed in lieu of foreclosure. In the event of such conveyance to a purchaser, assignee or successor, then City agrees that it shall not unreasonably withhold, condition or delay its approval of further extensions of time for performance of Developer's obligations under this Agreement as appropriate but in no event for a period of time longer than three hundred sixty-five (365) days to permit such purchaser, assignee or successor to obtain possession of such property and enter into contracts for the construction of improvements to complete the development of such property. Breach of any of the covenants, conditions, restrictions, or reservations contained in this Agreement shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value as to the Site or any interest therein, whether or not said mortgage or 24 deed of trust is subordinated to this Agreement, but unless otherwise herein provided, the terms, conditions, covenants, restrictions and reservations of this Agreement shall be binding and effective against the holder and any owner of the Site or any portion thereof, whose title thereto is acquired by foreclosure, trustee's sale, or otherwise. No purported modification, amendment and/or termination of this Agreement affecting the rights of a holder shall be binding upon any holder holding a mortgage or deed of trust from and after the date of recordation of such mortgage or deed of trust unless and until the written consent of such holder is obtained. 311.5 Failure of Holder to Complete Improvements. In any case where, sixty (60) days after the holder of any mortgage or deed of trust creating a lien or encumbrance upon the Site or any part thereof receives a notice from City of a default by Developer in completion of construction of any of the Developer Improvements under this Agreement, and such holder has not exercised the option to construct within the time period set forth in Section 311.4, or if it has exercised the option but has defaulted hereunder and failed to timely cure such default, City may, upon thirty (30) days prior written notice to holder, purchase the mortgage or deed of trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, including principal and interest and all other sums and advances secured by the mortgage or deed of trust. If the ownership of the Site or any part thereof has vested in the holder, City, if it so desires, may purchase such ownership interest from the holder upon payment to the holder of an amount equal to the sum of the following: (a) The unpaid mortgage or deed of trust debt at the time title became vested in the holder (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings); (b) All expenses with respect to foreclosure including reasonable attorneys' fees; (c) The net expenses, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of the Site or part thereof (including without limitation, insurance premiums and real property taxes); (d) The costs of any improvements made by such holder; (e) An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage or deed of trust debt and such debt had continued in existence to the date of payment by City; and (f) Any customary prepayment charges imposed by the lender pursuant to its loan documents and agreed to by Developer. 311.6 Right of City to Cure Mortgage or Deed of Trust Default. In the event of a material, uncured mortgage or deed of trust default or breach by Developer prior to the issuance of the Release of Construction Covenants (unless Developer is contesting such default in good faith), Developer shall immediately deliver to City a copy of such mortgage holder's notice of default. If the holder of any mortgage or deed of trust has not exercised its option to construct 25 within the time periods set forth in Section 311.4, City shall have the right, upon ten (10) days Notice to Developer, but no obligation to cure the default. In such event, City shall be entitled to reimbursement from Developer of all proper direct and actual out-of-pocket costs and expenses incurred by City in curing such default. City shall also be entitled to a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be junior and subordinate to the mortgages, deeds of trust or any other security interests granted in accordance with this Section 311. 312. Release of Construction Covenants. Promptly after Completion of Construction with respect to any Subdivision and/or the entire Project, as applicable, City shall deliver to Developer a "Release of Construction Covenants," substantially in the form of Attachment No. 9, with respect to the applicable Subdivision or Project, as applicable, executed and acknowledged by City. City shall not unreasonably withhold, condition or delay such Release of Construction Covenants. The Release of Construction Covenants shall be a conclusive determination of satisfactory completion of the Subdivision and/or the Project, as applicable, and the Release of Construction Covenants shall so state. Following the issuance of a Release of Construction Covenants with respect to any Subdivision and/or the entire Project, as applicable, any party then or thereafter owning, purchasing, leasing or otherwise acquiring any interest in any such Subdivision or the Project shall not (because of such ownership, purchase or acquisition) incur any obligation or liability under this Agreement or any agreement executed in connection herewith. Furthermore, and notwithstanding anything to the contrary contained in this Agreement or any documents executed in connection herewith (including without limitation the Grant Deed), (a) the terms, covenants and conditions of this Agreement and any documents executed in connection herewith shall not apply to: (i) any condominium unit, residence and other property conveyed to a home buyer, (ii) any such home buyer, (iii) any subsequent sale of any such condominium unit, residence and other property after such home buyer's acquisition, and (iv) any Common Area Lots, and (b) except as to the continuing rights of the City to enforce maintenance covenants specifically contained in the CC&R's, any and all terms, covenants and conditions of this Agreement and any documents executed in connection herewith shall automatically terminate without the need for further documentation on a unit by unit basis upon the conveyance of any condominium unit, residence and other property to a home buyer or the conveyance of a Common Area Lot to a homeowners association, utility or other governing agency. The Release of Construction Covenants is not a notice of completion as referred to in Section 8182 of the California Civil Code. 313. Taxes and Assessments. Following the Closing, the Developer shall pay prior to delinquency all ad valorem real estate taxes and assessments on the applicable portion of the Site which accrue subsequent to the Closing. The Developer shall remove or have removed any levy or attachment made on any of the Site or any part thereof, or assure the satisfaction thereof within a reasonable time. 314. City's Prospective Purchaser's List in Marketing Plan. Developer marketing plan for the initial sales of the Residential Units shall provide, to the extent permitted by law, mailed notice sixty (60) days prior to the grand opening to the public generally of the initial sales for the Residential Units constructed on the Site, to those persons on the City's Prospective Purchaser's List. Such persons shall have the opportunity to be added to the Developer's list of 26 prospective purchasers and thereafter notified when the Residential Units are available for sale, provided, however, that Developer is not obligated to select such persons that are not otherwise qualified to purchase the Residential Unit. 315. Participation in Anaheim's Homebuyer Downpayment Assistance Program. To the extent that funding is available, City will coordinate with Developer in assisting qualified buyers of the Residential Units utilizing the Anaheim Homebuyers Downpayment Assistance Program. 400. COVENANTS AND RESTRICTIONS. 401. Covenant to Use in Accordance with City Municipal Code and this Agreement. The Developer covenants and agrees for itself, its successors, assigns, and every successor in interest to Developer's interest in the Site or any part thereof that the Developer shall devote the Site to the uses specified in the City's Municipal Code and this Agreement as applicable to the Site. All uses conducted on the Site, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to the Entitlements and all applicable provisions of the Anaheim Municipal Code. The foregoing covenants shall run with the land 402. Covenant Regarding Specific Uses. Developer covenants and agrees for itself, its successors, assigns, and every successor in interest to Developer's interest in the Site or any part thereof, that Developer shall use the Site to develop the Project. 403. Covenant Regarding Maintenance. Commencing on the Close of Escrow and continuing until the earlier of Completion of Construction with respect to any Subdivision or Completion of Construction of the entire Project, Developer shall maintain the Site and all improvements thereon, including lighting and signage, in good condition, free of debris, waste and graffiti, and in compliance with all applicable provisions of the City's Municipal Code. Developer shall maintain or cause to be maintained the improvements and landscaping on the Site in accordance with the Maintenance Standards (as such term is hereinafter defined). Such Maintenance Standards shall apply to all buildings, signage, lighting, landscaping, irrigation of landscaping, architectural elements identifying the Site and any and all other Improvements on the Site. To accomplish the maintenance, Developer shall either staff or contract with and hire licensed and qualified personnel to perform the maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Agreement. Developer and its maintenance staff, contractors or subcontractors shall comply with the following standards (the "Maintenance Standards"): (a) The Site shall be maintained in conformance and in compliance with the approved Building Improvement Drawings, and reasonable maintenance standards for similar, neighboring structures, including but not limited to painting and cleaning of all exterior surfaces and other exterior facades comprising all private improvements and public improvements to the curbline. The Site shall be maintained in good condition and in accordance with the custom and practice generally applicable to comparable developments. 27 (b) Landscape maintenance shall include, but not be limited to: watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees. (c) Clean-up maintenance shall include, but not be limited to: maintenance of all sidewalks, paths and other paved areas in clean and weed -free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. City agrees to notify Developer in writing if the condition of the Site does not meet with the Maintenance Standards and to specify the deficiencies and the actions required to be taken by Developer to cure the deficiencies. Upon notification of any maintenance deficiency, Developer shall have thirty (30) days within which to correct, remedy or cure the deficiency. If the written notification states the problem is urgent relating to the public health and safety of the City or City, then Developer shall have forty-eight (48) hours to rectify the problem. In the event Developer does not maintain the Site in the manner set forth herein and in accordance with the Maintenance Standards, City shall have, in addition to any other rights and remedies hereunder, the right to maintain the Site, or to contract for the correction of such deficiencies, after written notice to Developer, and Developer shall be responsible for the payment of all such costs incurred by City. Developer's obligations under this Section may be assigned to the HOA following the recordation of the CC&R's. 404. Covenants Regarding Nondiscrimination. The Developer covenants by and for itself and any successors in interest to all or any portion of the Site that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, subleases or vendees of the Site . The foregoing covenants shall run with the land. The Developer shall refrain from restricting the rental, sale or lease of the Site any portion thereof on the basis of race, color, religion, sex, marital status, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in 28 the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of ants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." 405. Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided, without regard to whether City has been, remains or is an owner of any land or interest therein in the Site or in the Project. City shall have the right, if this Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. 500. DEFAULTS AND REMEDIES. 501. Default. Subject to the extensions of time set forth in Section 602 of this Agreement, failure by either Party to perform any action or covenant required by this Agreement within the time periods provided herein following Notice and failure to cure as described hereafter, constitutes a "Default" under this Agreement. A Party claiming a Default shall give written Notice of Default to the other Party specifying such Default. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other Party, and the 29 other Party shall not be in Default if such party within thirty (30) days from receipt of such Notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. 502. Institution of Legal Actions. The Parties shall be entitled to seek any remedy available at law and in equity for the other Party's Default. All legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate municipal court in Orange County, or in the United States District Court for District of California in which Orange County is located. In no event shall either party be liable to the other party for consequential, speculative or punitive damages. 503. Termination. 503.1 Termination by Developer Prior to Conveyance. In the event that prior to the Conveyance Developer is not in Default of this Agreement but (i) City is in Default in the performance of its obligations or in breach of a representation or warranty hereunder or (ii) one or more of Developer's Conditions Precedent has not been satisfied or waived by the Outside Closing Date, then this Agreement may, at the option of Developer, be terminated by written notice thereof to City. In the event of such termination pursuant to (i) or (ii) above, or the Agreement is terminated for reasons other than a Default by Developer, neither City nor Developer shall have any further rights or obligations under this Agreement except under the applicable provisions regarding damages contained in Section 504 and except for those provisions hereof which expressly survive the termination of the Agreement. 503.2 Termination by City Prior to the Conveyance. In the event that prior to the Conveyance City is not in Default of this Agreement and: (a) Except as permitted in this Agreement, Developer (or any successor in interest) assigns this Agreement or any rights thereon or in the Site in violation of this Agreement and such Default is not cured in accordance with Section 501; or (b) Except as permitted in this Agreement, there is a change in the ownership of Developer contrary to the provisions of Section 603.1 hereof and such Default is not cured in accordance with Section 501; or (c) Developer does not submit certificates of insurance as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor and such Default is not cured in accordance with Section 501; or (d) One or more of City's Conditions Precedent is not either satisfied or waived by the Outside Closing Date; or (e) The City becomes aware of facts and/or circumstances concerning the Developer, an affiliate of Developer, and/or an officer or representative thereof that such person or persons has engaged in conduct in violation of Section 621 or otherwise evidences that good faith negotiations fundamental to that contemplated in the exclusive negotiating agreements set forth in Recital C have been unduly compromised. 30 (f) Developer is otherwise in Default under this Agreement and such Default is not cured in accordance with Section 501; Then, subject to Developer's Mortgagee's rights to cure Developer's Default as set forth above, this Agreement and any rights of Developer or any assignee or transferee in the Agreement, shall, at the option of City, be terminated by City by written notice thereof to Developer. In the event of termination under this Section, neither parry shall have any other rights against the other under this Agreement except for those provisions hereof which expressly survive the termination of the Agreement. 504. Reentry and Revesting of Title to Site After Closing and Prior to Issuance of Release of Construction Covenants. City has the right, at its election, to reenter and take possession of the Site, with all Developer Improvements thereon, and terminate and revest in City the estate conveyed to Developer if after the Closing and before the issuance of the Release of Construction Covenants, Developer shall: (a) fail to start the construction of the Developer Improvements on or before the Outside Construction Commencement Date; or (b) abandon or substantially suspend construction of the Developer Improvements for a period of one hundred twenty (120) days after Notice thereof from the City; or (c) contrary to the provisions of Section 603, Transfer or suffer any involuntary Transfer in violation of this Agreement, and such Transfer has not been approved by the City or rescinded within sixty (60) days of notice thereof from City to Developer. Such right to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit any mortgage or deed of trust permitted by this Agreement or any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deeds of trust. In addition, the City shall have no right to retake possession of Residential Units on portions of the Site following the initial sale of such units. The Grant Deed shall contain appropriate reference and provision to give effect to City's right as set forth in this Section, under specified circumstances before recordation of the Release of Construction Covenants, to reenter and take possession of the Site, with all improvements thereon, and to terminate and revest in City the estate conveyed to Developer. Upon the revesting in City of title to the Site or a portion thereof as provided in this Section, City shall, pursuant to its responsibilities under state law, use its reasonable efforts to resell such Site as soon and in such manner as the City shall find feasible and consistent with the objectives of such law, as it exists or may be amended, to a qualified and responsible party or parties (as determined by City) who will assume the obligation of making or completing the Developer Improvements, or such improvements in their stead as shall be satisfactory to City and in accordance with the uses specified for such Site or part thereof as provided in the Anaheim Municipal Code and the Entitlements. Upon such resale of the Site, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering the Site which is permitted by this Agreement, shall be applied: 31 (i) First, to reimburse City, on its own behalf or on behalf of the City, all costs and expenses incurred by the City, excluding City and City staff costs, but specifically, including, without limitation, any expenditures by City or City in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the City from the Site or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to the Site or part thereof which Developer has not paid (or, in the event the Site is exempt from taxation or assessment of such charges during the period of ownership thereof by City, an amount, if paid, equal to such taxes, assessments, or charges as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Site or part thereof at the time or revesting of title thereto in City, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of Developer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing City, and in the event additional proceeds are thereafter available, then (ii) Second, to reimburse Developer, its successor or transferee, up to the amount equal to the sum of (a) the costs incurred for the acquisition and development of the Site and for the improvements existing on the Site at the time of the reentry and possession, less (b) any gains or income withdrawn or made by Developer from the Site or the improvements thereon. Any balance remaining after such reimbursements shall be retained by City as its property. The rights established in this Section are not intended to be exclusive of any other right, power or remedy, but each and every such right, power, and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that City will have conveyed the Site to Developer for redevelopment purposes, particularly for residential development, and not for speculation in undeveloped land. 505. Acceptance of Service of Process. In the event that any legal action is commenced by Developer against City, service of process on City shall be made by personal service upon the Executive Director or in such other manner as may be provided by law. In the event that any legal action is commenced by City against Developer, service of process on Developer shall be made in such manner as may be provided by law. 506. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other Parry. 507. Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 32 508. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 600. GENERAL PROVISIONS. 601. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party under this Agreement must be in writing and may be given by any commercially acceptable means to the party to whom the Notice is directed at the address of the party as set forth below, or at any other address as that party may later designate by Notice. All notices or other communications required or permitted to be given pursuant to the provisions of this Agreement shall be in writing and shall be considered as properly given if delivered personally or sent by first class U.S. mail, postage prepaid, except that notice of a Default may be sent by certified mail, postage prepaid, return receipt requested, or by overnight express mail or by commercial courier service, charges prepaid. Notices so sent shall be effective three (3) days after mailing, if mailed by first class mail, and otherwise upon receipt at the addresses set forth below. For purposes of notice, the addresses of the parties shall be: To City: City of Anaheim 200 South Anaheim Boulevard Anaheim, California 92805 Attention: Theresa Bass, City Clerk With a copies to: Office of the City Attorney 200 S. Anaheim Blvd., 3rd Floor Anaheim, CA 92805 Attention: Leonie Mulvihill, Assistant City Attorney Sergio M. Ramirez, Director of Economic Development 200 South Anaheim Boulevard, 7th Floor Anaheim, California 92805 To Developer: Greenlaw Development, LLC c/o Greenlaw Partners, LLC 18301 Von Karman Avenue, Suite 250 Irvine, California 92612 Attention: Rob Mitchell With copy to: Cochran Law Group 18301 Von Karman Avenue, Suite 270 Irvine, California 92612 Attention: Thia Cochran Any party may change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days' notice to the other party in the manner set forth hereinabove. Developer shall forward to City, without delay, any notices, letters or other communications delivered to Developer which could reasonably affect the ability of Developer to perform its obligations to City under this Agreement. 33 602. Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to: war; insurrection; acts of terrorism; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; pandemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; adverse weather conditions; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier or other unforeseen construction delays; acts or omissions of the other party; acts or failures to act of City, or any other public or governmental agency or entity (except that the acts or failures to act or delay of the Successor Agency or City shall not excuse performance by City). Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the Director and Developer. Notwithstanding any provision of this Agreement to the contrary, the lack of funding to complete the Project shall not constitute grounds of enforced delay pursuant to this Section 602. Additionally, notwithstanding this Section 602, the Outside Closing Date shall not be subject to enforced delay or extension of time. 603. Transfers of Interest in the Site or Agreement. 603.1 Prohibition. The qualifications and identity of Developer are of particular concern to City. Furthermore, the parties acknowledge that City has negotiated the terms of this Agreement in contemplation of the development and marketing of the Project. Accordingly, for the period commencing upon the date of this Agreement and until the Completion of Construction for a Subdivision or the Project, no voluntary or involuntary successor in interest of Developer (other than the assignee of a Permitted Transfer, as defined in Section 603.2) shall acquire any rights or powers under this Agreement, nor shall Developer make any total or partial sale, transfer, conveyance, assignment, subdivision, further encumbrance, refinancing or lease of the whole or any part of the Project thereon (other than the assignee of a Permitted Transfer, as defined in Section 603.2), nor shall any uses other than the Project be developed thereon, either in addition to or in replacement of the Project on the Site (collectively referred to herein as a "Transfer"), without the prior written approval of City, except as expressly set forth herein. As used herein, the term "Transfer" shall not include the sale or leasing of condominium units to members of the homebuying or leasing public, the conveyance of any Subdivision to the HOA, a public utility or any governmental agency having jurisdiction over the Project, or as otherwise permitted under this Agreement. 603.2 Permitted Transfers or other Conveyances. Notwithstanding any other provision of this Agreement to the contrary, City approval of a Transfer or other conveyance shall not be required in connection with any of the following ("Permitted Transfers"): (a) Any Transfer to an entity or entities in which (i) Developer, (ii) Landsea, or (iii) Greenlaw Partners, LLC, directly or indirectly, retains ownership or beneficial interest and retains management and control of the Transferee entity or entities. 34 (b) The conveyance or dedication of any portion of the Site to City or other appropriate governmental agency, or the granting of easements or permits to facilitate construction or operation of the Project. (c) Any requested assignment for financing purposes permitted pursuant to this Agreement for which approval by City has been obtained, including the grant of a mortgage or deed of trust, a sale -leaseback or a landbanking arrangement (including transfers from Developer to the "landbank" and transfers from the "landbank" to Developer or Developer's affiliate) to secure funds necessary for the construction and/or acquisition of the Project and the following in connection with such financing as shall have theretofore been approved by City: (i) any Transfer to any person or entity pursuant to foreclosure or deed -in lieu of foreclosure of any such mortgage or deed of trust; (ii) any Transfer of the reversionary interest and estate of the lessor in any sale -leaseback; (iii) any lease termination by the lessor under the lease in a sale -leaseback due to default of the lessee thereunder; and (iv) a Transfer to a "Replacement Builder" as defined and permitted under the landbank documents. (d) Transfer of any Subdivision or the Site after Completion of Construction with respect to such Subdivision or the entire Project, as applicable. (e) In the event of a Transfer by Developer not requiring City's prior approval, Developer nevertheless agrees that at least thirty (30) days prior to such Transfer it shall give written notice to City of such Transfer. In the case of a Transfer pursuant to subparagraph (a) above, Developer agrees that at least thirty (30) days prior to such Transfer it shall provide satisfactory evidence that the Transferee has assumed or upon the effective date of Transfer will assume in writing through an assignment and assumption agreement in form reasonably acceptable to City all of the obligations of Developer under this Agreement which remain unperformed as of such Transfer or which arise from and after the date of Transfer. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, the prohibitions in this Section 603.2 shall not be deemed to prevent the leasing or pre- leasing of tenant space for occupancy, provided the uses by such tenants comply with the permitted uses under this Agreement. 603.3 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of Developer and its successors and assigns, including those acquiring such interest pursuant to a permitted Transfer. Whenever the term "Developer" is used in this Agreement, such term shall include any other permitted successors and assigns, including those acquiring such interest pursuant to a Permitted Transfer, as herein provided. Developer shall be liable for the performance of all of its covenants, obligations and undertakings herein set forth which first accrue during the period of its ownership of the Site. In the event that Developer Transfers all or a portion of the Site in accordance with this Agreement, the transferring Developer shall be released from the obligations of this Agreement first arising subsequent to the effective date of such Transfer with respect to the portion of the Site transferred. 604. Non -Liability of Officials and Employees of City to Developer. No member, official, director, officer, agent, or employee of the Successor Agency or City shall be personally liable to Developer, or any successor in interest, in the event of any Default or breach by City or for any amount which may become due to Developer or its successors, or on any obligations under the terms of this Agreement. 35 605. Non -Liability of Members or Employees. No member, shareholder, affiliate, officer, partner, director, agent or employee of Developer shall have any personal liability for the performance of Developer's obligations hereunder. 606. Relationship Between City and Developer. It is hereby acknowledged that the relationship between City and Developer is not that of a partnership or joint venture and that City and Developer shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the Attachments hereto, City shall have no rights, powers, duties or obligations with respect to the development, operations, maintenance or management of the Project. The Developer agrees to indemnify, hold harmless and defend the City from any claim made against the City arising from a claimed relationship of partnership or joint venture between the City and the Developer with respect to the development, operation, maintenance or management of the Site or the Project, except such claims arising from or caused by a representation by the City that such a relationship exists. 607. City Approvals and Actions. City shall maintain authority of this Agreement and the authority to implement this Agreement through the Director (or his duly authorized representative). The Director shall have the authority to issue interpretations, extend time limits (including the Outside Closing Date if otherwise allowed under Government Code Section 54234(a)(4) and/or 54234(b)(2)), approve Transfers, waive provisions, and/or enter into other amendments of this Agreement and the exhibits thereto on behalf of City so long as such actions do not materially or substantially change the uses or development permitted on the Site, or add to the costs incurred or to be incurred by City as specified herein, and such interpretations, waivers and/or amendments may include extensions of time to perform or other modifications of the Schedule of Performance and, to the extent allowable and consistent with the goals and objectives of City pursuant to this Agreement, and to reasonably accommodate requests of lenders. Any document evidencing the Director's exercise of the Authority set forth in this Section 607 shall be subject to approval as to form by the City Attorney. All other material and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of City Council. 608. Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. 609. Integration. This Agreement contains the entire understanding between the parties relating to the transaction contemplated by this Agreement, notwithstanding any previous negotiations or agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each party is entering this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. This Agreement includes Attachment Nos. 1 through 9, each of which are incorporated herein 610. Real Estate Brokerage Commission. City and Developer each represent and warrant to the other that no broker or finder is entitled to any commission or finder's fee in connection with Developer's acquisition of the Site from City. The parties agree to defend and W. hold harmless the other party from any claim to any such commission or fee from any broker, agent or finder with respect to this Agreement which is payable by such party. 611. Attorneys' Fees. In any action between the parties to interpret, enforce, reform, modify, or rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to damages, injunctive relief, or any other relief to which it might be entitled (subject to the limitations set forth in this Agreement), reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees and expert fees and court costs. 612. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms. Reference to section numbers are to sections in this Agreement, unless expressly stated otherwise. 613. Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by both parties. 614. No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other parry shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement. 615. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party. 616. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 617. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time. 618. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or 37 attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 619. Time of Essence. Time is expressly made of the essence with respect to the performance by City, Developer of each and every obligation and condition of this Agreement. 620. Cooperation.Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements. 621. Prohibited Interest; Conflicts of Interest. Developer maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Developer, to solicit or secure this Agreement. Further, Developer warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Developer, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. No member, official or employee of City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. 622. Time for Acceptance of Agreement by City. This Agreement, when executed by Developer and delivered to City, must be authorized, executed and delivered by City on or before thirty (30) days after signing and delivery of this Agreement by Developer or this Agreement shall be void, except to the extent that Developer shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. 623. Estoppel Certificate. City agrees that it will issue within thirty (30) days after receipt of request to Developer, or its prospective mortgagee or successor, an estoppel certificate stating to the best of City's knowledge as of such date: (a) Whether it knows of any default under this Agreement by Developer, and if there are known defaults, specifying the nature thereof in reasonable detail; (b) Whether this Agreement has been assigned, modified or amended in any way by it and if so, then stating the nature thereof in reasonable detail; (c) Whether this Agreement is in full force and effect; and (d) Such other information is reasonably requested by Developer or its prospective mortgagee or successor. Developer shall reimburse City for all actual and direct third -party costs incurred by City in connection with the above. [Signature block on next page] 38 IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the respective dates set forth below. "CITY" CITY OF ANAHEIM, a public body, corporate and politic Dated: , 2022 By:, THERESA BASS, CMC, CITY CLERK City Clerk APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Leonie Mulvihill Assistant City Attorney APPROVED AS TO FORM: Leibold McClendon & Mann Special Counsel Sergio M. Ramirez Director of Economic Development "DEVELOPER" GREENLAW DEVELOPMENT, LLC, a California limited liability company Dated: 92022 By: Greenlaw Partners, LLC, a California limited liability company By: Name: Its: an Robert G. Mitchell 39 ATTACHMENT NO. 1 LEGAL DESCRIPTION [To be inserted] Assessor's Parcel Numbers (APNs) 082-461-23, -24, -25, -31, -34, and -35 Attachment No. 1 — Page 1 ATTACHMENT NO.2 SITE MAP Attachment No. 2 — Page 1 ATTACHMENT NO.3 BASIC CONCEPT DRAWINGS [Attached] Attachment No. 3 - Page 1 Site Plan (Basic Concept Drawings 1 of 3) • r -T� L .. ad b F, -4 L,i 4. fill w __mow iN'r • �� ,� t '� � �i •,; w - I''` �' � - i ij �1 ATTACHMENT NO.4 GRANT DEED RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) [Space above this line for Recorder's use only.] OFFICIAL BUSINESS: THIS DOCUMENT IS EXEMPT FROM A RECORDING FEE PURSUANT TO GOVERNMENT CODE SECTIONS 6103 AND 27383. GRANT DEED CONTAINING COVENANTS, CONDITIONS AND RESTRICTIONS For valuable consideration, receipt of which is hereby acknowledged, A. The CITY OF ANAHEIM, a California municipal corporation and Charter City (the "City" or "Grantor"), hereby grants to LLC, a ("Grantee"), the real property hereinafter referred to as the "Property", described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record described there. B. The Property is conveyed in accordance with and subject to that certain Disposition and Development Agreement entered into between Grantor and dated November 1, 2022 (the "DDA"), a copy of which is on file with the Grantor at its offices as a public record and which is incorporated herein by reference. All capitalized terms used herein which are not otherwise defined in this Grant Deed shall have the meanings ascribed to them in the DDA. C. The Grantee covenants and agrees for itself, its successors, assigns, and every successor in interest to the Property or any part thereof, that upon the Closing, the Property shall be devoted to the uses specified in the Entitlements. All uses conducted on the Property shall conform to all applicable provisions of the City Municipal Code. D. Construction and Maintenance Covenants. Subject to extensions of the time periods for Grantee's performance set forth in Section 602 of the DDA, Grantee shall (i) cause the Attachment No. 4 - Page 1 completion of the Project by the dates set forth therefor in the Schedule of Performance; (ii) and maintain the Site, excluding any Subdivision to which a Release of Construction Covenants has been recorded in the Official Records of Orange County, California, in accordance with the Maintenance Standards as set forth in Section 403 of the DDA. E. Right of Reentry and Revestin . 1. Grantor has the right, at its election, to reenter and take possession of the Site, or any portion thereof, with all improvements thereon, and terminate and revest in Grantor the estate conveyed to the Grantee, if after the Closing and prior to the issuance of the Release of Construction Covenants as to one hundred percent (100%) of the Site, the Grantee shall: (a) fail to start the construction of the Project as required by the DDA for a period of sixty (60) days subject to Sections 301 and 602, after written notice thereof from Grantor; provided, however, with respect to the pad and any other buildings not leased by the Grantee prior to the Closing, such sixty (60) day period shall be extended for such time as reasonably necessary for Grantee, exercising due diligence, to execute a lease with a tenant for such pad or building location, and for the Grantee or such tenant to commence construction of such pad building; or (b) abandon or substantially suspend construction of the Project required by the DDA for a period of one hundred twenty (120) days, subject to Sections 301 and 602, after written notice thereof from Grantor; or (c) contrary to the provisions of Section 603 transfer or suffer any involuntary transfer of Site in violation of the DDA. 2. Such right to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: (a) Any mortgage or deed of trust permitted by the DDA; or (b) Any rights or interests provided in the DDA for the protection of the holders of such mortgages or deeds of trust. Grantor shall have the right as set forth in this Section, under specified circumstances prior to recordation of the Release of Construction Covenants, to reenter and take possession of Property, with all improvements thereon, and to terminate and revest in Grantor the estate conveyed to the Grantee. Upon the revesting in Grantor of title to Property, as provided in this Section, Grantor shall, pursuant to its responsibilities under state law, use its reasonable efforts to resell [the Retail Property or Residential Property] as soon and in such manner as Grantor shall find feasible and consistent with the objectives of such law, as it exists or may be amended, to a qualified and responsible party or parties (as determined by Grantor) who will assume the obligation of making or completing the Project or such improvements in their stead as shall be satisfactory to Grantor. Grantee acknowledges that there may be substantial delays experienced by Grantor if Grantor must remarket Property following the revesting of Property in Grantor. Upon such resale of Property, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering Property, which is permitted by the DDA, shall be applied: Attachment No. 4 - Page 2 (i) First, to reimburse Grantor, on its own behalf, all reasonable costs and expenses incurred by Grantor, excluding City staff costs, but specifically including, without limitation, any expenditures by Grantor, in connection with the recapture, management and resale of Property or part thereof (but less any income derived by Grantor from Property or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to Property or part thereof which the Grantee has not paid, any payments made or necessary to be made to discharge any encumbrances or liens existing on Property or part thereof at the time or revesting of title thereto in Grantor, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Grantee, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the Project, or any part thereof; and any amounts otherwise owing Grantor, and in the event additional proceeds are thereafter available, then (ii) Second, to reimburse Grantee, its successor or transferee, up to the amount equal to the sum of (a) all costs and expenses incurred for the acquisition of Property, as applicable (including without limitation architectural fees, engineering fees, environmental reports, and studies, loan fees, legal fees, and consultant fees), plus (b) Developer Costs, less (c) any gains or income withdrawn or made by the Grantee from Property, as applicable, or the improvements thereon. Any balance remaining after such reimbursements shall be retained by Grantor as its property. The rights established in this Section are not intended to be exclusive of any other right, power or remedy, but each and every such right, power, and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that Grantor will have conveyed [the Retail Property and the Residential Property] to [the Retail Developer and Residential Developer] for development purposes, and not for speculation in land. The rights of Grantor pursuant to this Section shall be subordinate to the rights of the construction and permanent lender approved by Grantor. F. Nondiscrimination Covenants. The Grantee herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the Grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The Grantee shall refrain from restricting the rental, sale or lease of the applicable portion of the Property or the Project on the basis of race, color, creed, religion, sex, marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: Attachment No. 4 - Page 3 1. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." 3. In contracts: "There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." The foregoing covenants regarding discrimination shall run with the land and shall remain in effect in perpetuity. K. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by this Grant Deed or the DDA; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. L. All of the terms, covenants and conditions of this Grant Deed shall be binding upon the Grantee and its successors and assigns. Whenever the term "Grantee" is used in this Grant Deed, such term shall include any other successors and assigns as herein provided. Attachment No. 4 - Page 4 M. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and their respective successors and assigns. Such covenants shall be covenants running with the land in favor of the Grantor, and their respective successors and assigns for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. Attachment No. 4 - Page 5 IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be executed on their behalf by the respective officers hereunto duly authorized, as of the respective dates set forth below. "GRANTOR" CITY OF ANAHEIM, a public body, corporate and politic Dated: , 2022 By: Sergio M. Ramirez Director of Economic Development THERESA BASS, CMC, CITY CLERK City Clerk APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Leonie Mulvihill Assistant City Attorney APPROVED AS TO FORM: Leibold McClendon & Mann Special Counsel "GRANTEE" GREENLAW DEVELOPMENT, LLC, a California limited liability company Dated: , 2022 By: Greenlaw Partners, LLC, a California limited liability company By: By: _ Name: Robert G. Mitchell Attachment No. 4 - Page 6 ATTACHMENT NO.5 SCHEDULE OF PERFORMANCE I. PLANNING FOR DEVELOPMENT OF PROJECT 1. Submission and approval of the Completed Section 302 Planning Entitlements and Basic Concept Drawings. II. CONVEYANCE 2. Opening of Escrow. The City shall open an Escrow with an Escrow Agent. Within 5 Days of DDA approval Section 205 3. Conditions Precedent. Developer and City Prior to close of escrow. Section 208 satisfy all of their respective pre- closing conditions. 4. Close of Escrow. No later than Friday, December Section 205.4 30, 2022 (unless a later date is permitted pursuant to Government Code section 54234(a)(4) and/or 54234(b)(2).) III. DEMOLITION OF EXISTING STRUCTURES; PRE -CONSTRUCTION SITE MAINTENANCE 5. Submission of Demolition Permit. Developer No later than February 28, 2023 shall submit to the Building/Engineering Department an application for a permit to demolish the existing structures on the Site. 6. Maintain City approved screening during Upon demolition of existing demolition and construction. Developer to structure until the commencement maintain appropriate site screening during of construction. demolition and until start of construction. 7. Complete Demolition of Existing Structures. No later than May 31, 2023. Developer and City satisfy all of their respective pre- closing conditions. IV. GRADING PLANS, DESIGN DEVELOPMENT AND BUILDING IMPROVEMENT PLANS 8. Submission of Grading Plans. Developer shall No later than March 31, 2023 Section 303.3 submit to the Building/Engineering Department complete Grading Plans. 9. Developer to Obtain Approval of Grading No later than June 30, 2023 Section 303.3 Plans. Attachment No. 5 - Page 1 10. Submission of Design Development No later than April 30, 2023 Section 303.2 Drawings. Developer submits Design Development Drawings to City. 11. Developer to Obtain City Approval of Design No later than June 30, 2023 Section 302.4 Review Application. City approves Design Development Drawings. 12. Submission of Complete Building No later than June 30, 2023 Section 303.3 Improvement Plans. 13. Developer to Obtain Approval of Complete Within 180 days from submission Section 303.3 Building Improvement Plans. The Building of building plans (#12) Department shall approve the final Building Improvement Plans, and Developer shall be ready to obtain building permits, provided that the revisions necessary to accommodate the Building Department's comments have been made. V. CONSTRUCTION 14. Commencement of Site Grading. Developer Within 7 business days of grading shall commence grading of the Site. permit issuance 15. Completion of Site Grading. Within 120 days from commencement of grading 16. Commencement of Building Within 7 business days Improvements. Developer shall commence from permit issuance building improvements on the Site. 17. Completion of Construction. Developer Within 36 months, provided, shall complete construction of the Developer however, that the time for Improvements. completion of construction shall be extended by 12 additional months if the Developer Improvements are 75% complete. 18. Release of Construction Covenants. City Within 30 Days of Developer Section 312 shall issue Release to Developer. Request. Attachment No. 5 - Page 2 ATTACHMENT NO.6 SCOPE OF DEVELOPMENT C�1�1 This document sets forth general requirements for the Project to be constructed on the Site. Detailed requirements will be addressed in the approval of specific construction plans and documents in accordance with this Agreement and the City of Anaheim's normal and customary design review and land use entitlement processes. Development shall be consistent with the provisions, standards, and requirements of the approved General Plan Amendment, Conditional Use Permit, Tentative Tract Map, and the Housing Incentives entitlements. No specific land use entitlements are granted by this Agreement. The City and Developer will cooperate and direct their respective consultants, architects, and/or engineers to cooperate so as to ensure the continuity and coordination vitally necessary for the proper and timely completion of the Project. II. DEVELOPMENT CONCEPT A. Proiect Descrintion The Project consists of new construction of a 223 unit for -sale project with two 2,293 square foot retail tenant spaces on a Site of approximately 8.3 acres located at 1200-1320 South Anaheim Blvd and 200 East Ball Road. The Project includes a collection of internal private driveways, shared common court driveways to the unit garages and an open surface parking areas. A community pool area and recreation building, an open green space courtyard, a tot -lot and a dog play area are also included. The Project is to be developed in a manner consistent with the approved Construction Drawings as indicated in Exhibit "A" of this Scope of Development. B. Site Description The Project will be developed on an 8.3 acre parcel located at 1200-1320 South Anaheim Blvd and 200 East Ball Road ("Site"). The Site is currently developed with eight commercial auto sales and repair buildings which will be demolished to make way for the proposed development. C. Uses The Developer shall devote the Site to the uses specified in the project entitlement including 221 for -sale residential units, two live/work for -sale units and two retail units. Use of the retail units shall comply with the use table of the Mixed -Use Overlay Zone in the Anaheim Municipal code. In addition, uses shall be open to the general public and shall not be exclusive use or amenity spaces for the on -site residents. Preferred uses shall include restaurant/food uses, coffee shops, retail, personal services, and fitness uses. Proposed tenants shall be reviewed and approved by the Economic Development Director, which approval shall not be denied so long as the use is open to the public and complies with the Attachment No. 6 - Page 1 use table of the Mixed -Use Overlay Zone in the Anaheim Municipal Code. Subdivision of retail tenant spaces shall be reviewed and approved by the City's Building Division to the extent required for permit issuance. Outdoor seating and shade structures/umbrellas shall be provided to support the commercial uses and encourage pedestrian activity. Proposed patio enclosures for outdoor dining shall be reviewed by the City prior to installation and shall comply the Anaheim Municipal Code. Commercial tenant restrooms shall be designed to accommodate both employees and customers in accordance with local health codes. D. Land Use Description The Site is currently in the Commercial -General (C-G) Zone. The Developer proposes to rezone the property to add the Mixed -Use (MU) Overlay. The Mixed -Use Overlay permits the development of attached single-family residential, live/work and commercial uses. The project requests approval for a Tentative Tract Map by the Anaheim Planning Commission to consolidate six lots under the Subdivision Map Act and create airspace parcels for the sale of the individual residential units. The applicant requests approval of a Housing Incentives application for the project providing development Incentives to reduce the required amount of parking. III. ON -SITE IMPROVEMENTS Except as provided in the Agreement, the following requirements shall be the sole financial responsibility of the Developer. All Improvements shall be completed in accordance with the Schedule of Performance. A. Project The Project shall generally consist of a mixed -use residential and commercial project with 223 for -sale residential units (including two live/work units on the corner of Anaheim Boulevard and Ball Road and three residential product types — Urban townhomes, Metro Townhomes and Flats) (the " Housing Units"), two 2,293 square feet retail tenant spaces, a pool and jacuzzi with cabanas and approximately 1,000 square foot pool and community recreation room ("The Pool"), an open play lawn with outdoor seating and shade structure ("The Play Lawn"), a tot -lot and play lawn with outdoor seating and shade structure ("The Tot -Lot"), a dog play area with outdoor seating ("The Dog Play Area") a corner plaza space at the intersection of Anaheim Boulevard and Ball Road, enclosed individual garage parking spaces with 385 parking spaces and an open surface parking lot with 32 parking spaces (the "Parking Area"), and associated landscaping areas along public and private streets. Fifty-five (55) of the Housing Units shall be one bedroom units; eighty-two (82) of the Housing Units shall be two bedroom units; eighty five (85) of the Housing Units shall be three bedroom units; and one (1) of the Housing Units shall be a 4 bedroom unit. The Developer will be required to demolish all existing improvements on the Site in accordance with all applicable City and other governmental requirements. B. Site Preparation The Developer shall be solely responsible for preparing the Site for construction, including Attachment No. 6 - Page 2 the demolition and relocation of utilities insofar as necessary and all other actions required to make the Site ready for the construction of the improvements. C. Easements The Developer shall grant and permit all necessary and appropriate utility easements and rights for the development of the Site, including but not limited to sanitary sewers, storm drains, water, electrical power, telephone, natural gas, CATV, etc. D. Construction of Project The Developer shall construct the Project based on the Development Plans and Construction Drawings approved by the City. IV. OFF -SITE IMPROVEMENTS Except as provided for in the Agreement, Developer shall additionally be responsible at its sole cost for: A. The vacation, abandonment, relocation, or in place retention of all existing off site public utility improvements including sewers, water lines, drains, natural gas distribution lines, electric, telephone and telegraph, and cable television lines. B. The installation of the necessary water, sanitary sewer, storm drains, mains or other public utilities, or electric, gas, telephone or other public lines owned by a public utility company within or without the Site. The Developer shall secure any and all permits required for any such installation without expense to the City. C. The construction of all off -site improvements as required by the City shall be performed in accordance with the technical specifications, standards and practices of the City. The Developer's plans for such public improvements shall be submitted to City Staff for review and approval prior to the advertising of bids. Once such items are constructed, Developer shall be responsible, at its expense, for (1) any and all repairs due to damage caused by Developer's construction, and (2) changes required by the Developer. V. DEVELOPMENT STANDARDS All development on the Site shall be in accordance with the development standards contained in the Anaheim Municipal Code. The project shall be developed in accordance with the approved entitlements and as approved by the Planning and Building Department and Economic Development Department. The Developer shall also adhere to all conditions required by the City for the development of the Site. Prior to final permit issuance by the City, the Economic Development Department shall have the opportunity to review and approve or disapprove such plans. The Developer failed to provide all requested information and exhibits during the entitlement review process, and as such the design, defined as the basic concept drawings, are only approved conceptually by the City. The project is subject to review and approval Attachment No. 6 - Page 3 by the City prior to issuance of final planning approvals and permits. The following development standards shall also be applicable to the development of the Site. Where conflicts occur, the more restrictive standards shall apply. A. BUILDING DESIGN I. Project Description. The Project shall consist of a mixed -use residential and commercial project with 223 for -sale residential units (including two live/work units on the corner of Anaheim Boulevard and Ball Road and three residential product types — Urban townhomes, Metro Townhomes and Flats) (the " Housing Units"), two 2,293 square feet retail tenant spaces, a pool and jacuzzi with cabanas and approximately 1,000 square foot pool and community recreation room ("The Pool"), an open play lawn with outdoor seating and shade structure ("The Play Lawn"), a tot -lot and play lawn with outdoor seating and shade structure ("The Tot -Lot"), a dog play area with outdoor seating ("The Dog Play Area") a corner plaza space at the intersection of Anaheim Boulevard and Ball Road, enclosed individual garage parking spaces with 385 parking spaces and an open surface parking lot with 32 parking spaces (the "Parking Area"), and associated landscaping areas along public and private streets. Fifty-five (55) of the Housing Units shall be one bedroom units; eighty-two (82) of the Housing Units shall be two bedroom units; eighty five (85) of the Housing Units shall be three bedroom units; and one (1) of the Housing Units shall be a 4 bedroom unit. 2. Site Design Description. The two main entrances into the project will be from Anaheim Boulevard and Ball Road. These primary project entries will be coordinated with the Public Works Department, especially the entrance from Anaheim Boulevard which include a new signalized intersection. Another entrance is accessed from Claudina Street. The project is made up 27 buildings, consisting of 187 townhomes and 36 flats for a total of 223 for -sale units. The project shall not have ground floor mechanical units, with all mechanical units to be located on rooftops and concealed from view. There is a community amenity building located adjacent to the proposed swimming pool and jacuzzi. The community recreation room shall have at least one door facing the open recreation space as an access point and shall comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq. Additional open spaces on the site include a dog play area, an open lawn area, and a tot lot — all to be universally accessible and provided with shade. The residential units shall have individual garages which will be accessed through a series of private drives. Many of the drives between the townhomes are intended to function as "activity courts" and will have special design features along the Anaheim Boulevard elevations to conceal garage entries from public view and serve as distinctive design features. Ground floor commercial space will flank either side of the entry to the project from Ball Road, and live/work spaces shall be located at the corner of Anaheim Boulevard and Ball Road. These ground floor spaces shall have a commercial character in their design and Attachment No. 6 - Page 4 appearance, and accommodate visibility, signage and access for business tenants. All buildings located along the public right-of-way shall front onto the street and activate the public realm. The project shall also prominently feature environmental art and graphics that will enliven the public appearance of the project and create distinctive branding. These graphics are to be of a high quality of fabrication, vandal resistant and durable. 3. Building Setbacks. The structure shall be constructed behind a ten (10) foot or greater setback along Anaheim Boulevard, Ball Road and Claudina Street. The interior setback abutting adjacent properties shall be ten (10) foot or greater. 4. Exterior Elevation. The project will consist of a series of residential buildings that will be linked via private drives, sidewalks and open spaces. The materials on the exterior elevations of the townhome buildings shall vary in design through the project as to avoid repetitive building elevations. The architecture shall feature high -quality materials and light fixtures in a contemporary style, with multi -pane operable windows, stone accents, canopied entries, doors with built-in lite windows, high quality siding, fine sand finish cement plaster, garage doors with glazed openings, and a classic, timeless paint scheme of neutral tones. All exposed metals will be painted with a high-performance finish. Townhome roof decks shall have durable, decorative outdoor paving materials such as tile or pedestal pavers and shall provide wall -mounted outdoor electrical outlets and a hose bibb in a wall box for resident irrigation and wash down. The Flats buildings shall be more urban and commercial in appearance with high quality storefront systems at the ground floor, and building entries shall feature an architectural canopy. Like the townhomes, the Flats buildings shall feature high quality materials in a contemporary style, with multi -pane operable windows with a color to match the ground floor storefront, stone accents, canopied entries, doors with built-in lite windows, high quality siding, fine sand finish cement plaster, high -quality glass balcony guardrails with a ceramic frit pattern to conceal views onto balcony decks, and a classic, timeless paint scheme of neutral tones with accents of brightly colored environmental art elements. All exposed metals will be painted with a high- performance finish. Distinctive environmental graphics shall be incorporated into the fagade and will be highlighted with lighting and constructed of high quality, durable materials (not simply paint over a cement plaster surface). The final design and construction drawings for all art and signage elements shall be subject to review and approval by the City. Full scale -site mock ups of siding and elevation materials (color and finish) shall be provided by contractor on site for review and approval by the City prior to proceeding with final installation. 5. Community Pool Area The Pool Area shall include a building with a minimum of 1,000 square feet with men's and women's restrooms and an open room for community use. The building shall feature showers and a Attachment No. 6 - Page 5 hydration station with bottle filler for pool users. The Pool Building shall be of the same level of design and construction quality as the residential units. The Pool Building shall have at least one door facing the open recreation space as an access point and shall comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq. Since the Pool Building elevations were not provided during the entitlement review process, the building shall be subject to final design and approval by the City. The pool areas shall feature umbrellas for shade and a fire pit area with all code required safety features such as an emergency shut off and glass fire surround. The spa area shall also feature an emergency shut off button per applicable pool codes. Waterline tile shall be of high quality, such as glass or tile mosaic and pool coping shall match the color and finish of the pool deck. All pool areas amenities shall comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq. in the development of the Project. 6. Parking Area Description. All units shall be parked in private garages, and there shall be a minimum of 32 surface parking stalls on the property for the use of retail customers to the commercial units, live/work spaces and the guests of the residents and shall include all code -required accessible stalls, signs and paths of travel. Developer shall stripe each parking space, provide proper signage regarding entry to and exit from the Parking Area, install lights and electrical devices. The exterior parking areas shall be well - lit and there shall be proper drainage to allow for water flow and prevent flooding. 7. Cooling and Heating Systems. Each Housing Unit shall have a cooling and heating system that may be controlled by the occupants in their units. The cooling and heating system shall be fully screened from any exterior public view as viewed from the public street and adjacent properties. All residential heating and cooling systems shall be located on the roofs and screened from view. Mechanical screens will need to be reviewed and approved by the City prior to final approval of the design drawings. Heating and cooling systems shall also be available for the commercial spaces and the Pool Building. There shall be a control system in these spaces. Such systems shall also be fully screened from public view as viewed from the public street and adjacent properties. 8. Energy Efficiency. The walls and ceiling shall be insulated as specified in the Construction drawings. 9. Exterior Doors. The exterior door in each Housing Unit shall be fiberglass doors. Each exterior door shall have a single cylinder dead bolt and entry lock. All ground floor commercial and live/work spaces shall be provided with storefront doors that match the window system and shall be equipped Attachment No. 6 - Page 6 with panic hardware. 10. Windows. Energy efficient windows shall be installed throughout the buildings and shall be operable and appropriate to the contemporary style of the buildings. In the commercial spaces the windows shall be ultra clear - see (such as Starphire) as well as energy efficient. 11. Roofing. The pitched roofs visible from public and private streets shall be an architectural quality asphalt tile roof with a warranty for a minimum of 30 years. 12. Signs. All exterior signage for the Project shall comply with all City requirements and the Anaheim Municipal Code and shall use consistent style and coverage. Signs must include project entry signs incorporated into residential corner monuments (two on Anaheim Boulevard and two on Ball Road), building signage on the three flats buildings, retail tenant signage, live/work tenant signage, individual unit address numbers, and on -site directional signage. Signs shall be of a high quality of fabrication, vandal resistant and durable. Signs shall be building -mounted and be creative in their design and material sections. The City shall review the design of all signs prior to the issuance of approvals and permits. 13. Walls and Fences. Property walls shall complement the Contemporary style of architecture and shall include a decorative finish such as split face, stucco, or veneer application. All gates shall be tube steel and shall incorporate a contemporary style of design. The City shall review the design of all walls and fences prior to the issuance of approvals and permits. 14. Lighting. Building elevations and landscape plans shall be provided that indicate decorative night lighting of the facades and landscaping. The owners' design team is to accompany lighting plans with manufacturer cut sheets of all proposed lighting fixtures. Site lighting plans shall be accompanied by photometric plans for review by the City to ensure adequate light levels for safety and security. The City shall review and approve lighting plans prior to any issuance of planning approvals or permits. 15. Art. Environmental graphics, sculptural elements, wall murals, project entry signs shall be high quality, durable, vandal resistant and compliant with the designs as presented to the City during the entitlement review process. All signs and environmental art elements will be reviewed and approved by the Economic Development Director for design compliance prior to issuance of any approval or permit. Art elements shall include the corner sculpture, four architectural murals on the four-story Flats buildings, a wall mural adjacent to Claudina Street and wall mural adjacent to the pool area. All six pedestrian access ways to the common courts along Anaheim Blvd shall incorporate colors and decorative elements (metal panels, etc) Attachment No. 6 - Page 7 from the environmental graphics program. B. MECHANICAL EQUIPMENT. All rooftop mechanical equipment shall be properly screened. Roof mounted A/C units shall be located in the rooftop wells and concealed from view by the parapet walls/mansard roof. If satellite TV is proposed, all dish receivers must be located in an area as to not be visible from surrounding properties and shall NOT be located in the balcony areas. 2. All ground mechanical equipment such as backflows, electrical transformers, gas/electric meters and irrigation equipment, etc. shall be properly screened with landscaping as approved by the City. C. TRASH AND RECYCLING ENCLOSURES All exterior trash and recycling shall be designed to properly screen and secure trash and recycling bins. Enclosure shall be complementary to the proposed architecture and landscaping as approved by the City. D. GROUNDSCAPES 1. The Project shall include landscaping (including trees, shrubs, groundcovers and vines) throughout the site and in the public right-of-way per the approved landscape plans. 2. All plant material used on the Site shall be of appropriate size and scale in relation to the Project, as determined and approved the City. 3. All planters shall incorporate a 3" layer of shredded mulch. 4. All planting areas shall be properly irrigated with an automatic irrigation system, featuring a smart weather -based control system and moisture sensors. Irrigation controllers shall be provided in interior spaces or tamper resistant secure boxes on site and away from public view. Dog play area turf shall have a spray irrigation system and a drainage system that is connected to the sanitary sewer system. Irrigation shall be full coverage to provide daily cleaning of turf area. Dog play area shall also be provided with hose bibbs or quick couplers to allow for wash down and cleaning. The dog play area shall be provided with a minimum of two (2) dog waste bag stations and suitable trash receptacles to keep area clean at all times. 6. All turf areas utilizing synthetic turf shall be of high -quality (e.g. Easy Turf or equal) 7. All trees shall be a minimum size of 24" box, shrubs and vines shall be a Attachment No. 6 - Page 8 minimum size of 5 gallon containers, and ground cover shall be a minimum size of 1 gallon containers. All plant materials shall be arranged into hydrozones of similar water requirements. Wherever possible, plant materials shall be drought tolerant (native or adaptable). 10. All planting proposed in the public right of way shall be in accordance with City regulations and subject to review and approval by the Planning and Public Works departments. 11. All landscaping plans and details shall be reviewed by the City prior to issuance of any approval or permit. Submitted plans shall be accompanied by an exhibit of photographs of all plant materials and container sizes proposed for use on the project. E. HARDSCAPES All exterior walkways shall be natural colored concrete with light broom finish. 2. All crosswalks in vehicular areas shall be an integral color decorative concrete or concrete paver blend (with appropriate thickness for vehicular traffic) 3. All areas designated as a "residential alley" on plans shall be paved with a decorative unit paver, suitably specified and detailed to withstand vehicular traffic. City to review and approve paver selection. 4. In pool deck areas, use of a concrete finish or a paver that is slip resistant and resistant to heating and being uncomfortable for people in bare feet. (example: Artistic Pavers, Planklock, color: TBD) 5'x5' minimum size mock ups of each paving type (color and finish) shall be provided by contractor on site for review and approval by the Economic Development Director prior to proceeding with final installation of hardscape. All paving and hardscape in the public right of way shall comply with City standards and details. F. PRODUCT SPECIFICATIONS 1. Attached as Exhibit `B" are Product Specifications applicable to the Project. These specifications are to be adhered to and may exceed the Attachment No. 6 - Page 9 standards required by the City. 2. Exterior materials shall also be installed per the approved colors and materials boards and as indicated in the approved Architectural Drawings. Material boards and elevations cross referenced to the material boards shall be provided to the City for review and approval. Full scale -site mock ups of siding and elevation materials (color and finish) shall be provided by contractor on site for review and approval by the Economic Development Director prior to proceeding with final installation. VI. VARIATION TO DESIGN STANDARDS The Economic Development Director may approve variations to the design standards set forth in this Scope of Development if they determine that such variation meets the objectives of this Scope of Development. VII. MITIGATION MEASURES/CONDITIONS The following conditions have been added to the project to mitigate potential environmental impacts that could occur during site development: A halt work condition shall be in place during all ground -disturbing activities, to be triggered and implemented only if cultural resources are discovered. In the event that cultural resources are encountered, all work within the vicinity of the find should stop. A County -certified archaeologist shall be retained to assess such finds and make recommendations. 2. If human remains are encountered, State Health and Safety Code Section 7050.5 requires that no further disturbance shall occur until the County Coroner has made a determination of origin and disposition pursuant to Public Resources Code Section 5097.98. The County Coroner must be notified of the find immediately. If the remains are determined to be prehistoric, the Coroner is required to notify the Native American Heritage Commission (NAHC), which would determine and notify a Most Likely Descendant (MLD). With the permission of the owner of the land or his/her authorized representative, the descendant may inspect the site of the discovery. The descendant shall complete the inspection within 48 hours of notification by the NAHC. The MLD may recommend scientific removal and nondestructive analysis of human remains and items associated with Native American burials. All dust suppression requirements in the South Coast Air Quality Management District (SCAQMD) Rule 403 and as required by the City of Anaheim standard construction conditions regarding dust and erosion control will be implemented. 4. Prior to the demolition of any buildings, asbestos and lead -based paint and construction materials shall be removed in accordance with the methods described Attachment No. 6 - Page 10 in the United States Department of Housing and Urban Development (HUD) regulations and United States Environmental Protection Agency (EPA) specifications for their removal. 5. All construction -related activities for the project will be limited to specified hours and within allowable decibel levels described in the City's Noise Ordinance (City of Anaheim Municipal Code 6.70 - Noise Ordinance). 6. As part of the Site Plan design for the project, the following design standards must be met in order to provide adequate mitigation for noise: Interior Noise Levels. Prior to issuance of building permits, documentation shall be provided that demonstrates that the interior noise levels in on -site residential units exposed to traffic noise from Anaheim Boulevard and Ball Road would not exceed 45 dBA Ldn. Techniques to reduce noise levels include, but are not limited to, installation of commercially available windows and doors with sound transmission class (STC) ratings of STC-30 or higher. Ventilation Requirements. Prior to the issuance of building permits, documentation shall be provided demonstrating that project buildings meet ventilation standards required by the California Building Code (CBC) with the windows closed. It is likely that a form of mechanical ventilation, such as an air-conditioning system, will be required as part of the project design for all on -site buildings. 7. All grading operations will be conducted in conformance with Anaheim Municipal Code, Title 17 — Land Development and Resources, and the most recent version of the Uniform Building Code. The City shall require geologic and geotechnical investigations in areas of potential seismic or geologic hazards as part of the site plan review process. All grading operations will be conducted in conformance with the recommendations contained in the applicable geotechnical investigation. Attachment No. 6 - Page 11 EXHIBIT "A" TO ATTACHMENT NO. 6 CONSTRUCTION DRAWINGS [to be inserted] Attachment No. 6 - Page 12 EXHIBIT "B" TO ATTACHMENT NO.6 PRODUCT SPECIFICATIONS PART 1 GENERAL 1.1 DESCRIPTION A. This Exhibit `B" describes in condensed and concise form the substance of the potential specifications for the Project and is neither comprehensive nor a complete listing of all products to be furnished and installed. This Exhibit is not intended to obviate or render unnecessary a full review of the detailed specifications for each specific project. B. The products, materials and methods for the Project are presented in greater detail in the drawings and specifications for the Project. If a discrepancy or inconsistency is found to exist within the Scope of Development for the Project and these Product Specifications, the more restrictive shall prevail. C. The Product Specifications may exceed requirements as established by the City approval entitlements. The developer is required to meet these higher requirements if they exceed the City requirements. If City requirements are higher than requirements in the Product Specifications, the City requirements shall prevail. Any Developer request for a deviation from these Product Specifications shall be reviewed and approved or denied by the Economic Development Department. 1.2 EXTERIOR FINISHES Exterior finishes were not addressed in the building elevations, and a material board was not provided during the entitlement review process, all materials will be subject to review and approval by the City prior to issuance of any planning approvals or permits. Full scale - site mock ups of siding and elevation materials (color and finish) shall be provided by contractor on site for review and approval by the Economic Development Director prior to proceeding with final installation. A. ROOFING: Composition 1. Type: Fiberglass Asphalt Mat Shingle system over 30 lb. asphalt saturated roofing felt underlayment per approved materials board 2. Manufacturer: TBD (or color to be determined by architect) 3. Warranty: 30 year. 4. Single ply roofing membrane on flat roofs 5. Manufacturer: Sika or equal 6. Warranty: 20 years Attachment No. 6 - Page 13 B. WINDOWS (Commercial Spaces and Flat Building Ground Floor): 1. Frame: Commercial spaces: Aluminum Storefront (e.g. Arcadia glazing systems) 2. Color: TBD 3. Tinted: Clear - Low-E 4. Glazing: Commercial spaces: Ultra clear glass (e.g. Starphire), Dual - tempered where required. 5. Manufacturer: TBD. C. WINDOWS (Residential): 1. Dual paned window systems on residential units with low-E coating 2. Manufacturer: TBD. (minimum basis of design: Milgard Trinsic series) D. EXTERIOR DOORS: 1. Entry: a. Style: Steel or Solid -core wood, multi -panel insulated steel door system with Contemporary design. b. Manufacturer: TBD. C. Frame: Steel or Wood d. Paint: As approved by City 2. Electrical/Water heater Closet: a. Style: Louvered steel doors b. Manufacturer: TBD. C. Paint: As approved by City 3. Garage a. Segmented aluminum overhead door (with opaque windows where shown on plans and elevations) b. Manufacturer: TBD C. Paint: As approved by City Review E. STUCCO: 1. System: Per City Code. 2. Finish: 20/30, 30/30 Sand finish or smooth trowel. Provide acrylic admixture cement plaster and reinforcing mesh to reduce cracking (basis of design Omega Acroflex) Attachment No. 6 - Page 14 F. SIDING: James Hardie or equal Color: TBD G. WOOD -LIKE SIDING: Allura Woodtone or equal Color: TBD 20-year warrantee minimum H. MANUFACTURED STONE: Creative Mines or equal Color: TBD (City review) I. RAILING/FASCIA/WINDOW TRIM: 1. Material: TBD 2. Finish: TBD (Metals to be high performance coating) J. GUTTERS AND DOWNSPOUTS: 1. Type: Seamless aluminum 0.027 inch. 2. Finish: Baked finish to color match the adjacent material color 3. Manufacturer: TBD. (City review) K. GUARDRAILS 1 Metal: Steel (to be detailed by architect, City to review) Finish: High performance coating and primer (Precision coatings or equal) 2 Glass and stainless steel (to be detailed by architect, City to review) Finish: Ceramic frit pattern or frosted glass (to be specified and detailed by architect, City to review) 1.3 SITE WORK A. PAVING: 1. Type: Minimum - per soils report 2. Striping per City of Anaheim Standard Detail No. 470 and 471 B. HARDSCAPE (Common Courts, Decorative Walkways, Pool Amenity, Corner Plaza, Commercial plaza): 1. Type: PCC Concrete 2. Material: Per local governing jurisdiction requirements 3. Color/Finish: Integral color — TBD/surface retardant or acid wash finish (to be reviewed by City) 4. Thickness: 3 1/2" min. at sidewalks, 6": at vehicular traffic areas. 5. Pavers Attachment No. 6 - Page 15 Color blend — TBD (to be reviewed by City) Thickness: 4" at pedestrian areas, 6" at vehicular traffic areas 6. Public ROW paving a. Material: Per local governing jurisdiction requirements. b. Color/Finish: Per local governing jurisdiction requirements. C. Thickness: Per local governing jurisdiction requirements. C. MASONRY TRASH ENCLOSURES: 1. Material: Concrete Masonry 2. Size: 8 x 8 x 16, precast concrete wall cap (Stepstone square modular wall cap 1 or equal — color TBD) 3. Type: precision w/ stucco finish to match architecture 4. Integral concrete bumper curb per City specifications 5. Color: To be selected 6. Steel gates on heavy duty hinges (paint color to be reviewed by City) 7. To be secured and bins concealed D. SITE WALLS 1. Material: Concrete Masonry 2. Size: 8 x 8 x 16, precast concrete wall cap (Stepstone square modular wall cap 1 or equal — color TBD) 3. Type: precision w/ stucco finish to match architecture 4. Color: To be selected (reviewed and approved by City) E. FENCING / PEDESTRIAN AND VEHICULAR GATES / RAILINGS: 1. Fences and Gates: Tubular Iron in a Contemporary Architectural style of design. 2. Pedestrian Gates: Metal with vertical and horizontal elements to complement the building design 3. Finish: Prime and paint with high performance coating. Attachment No. 6 - Page 16 ATTACHMENT NO.7 RIGHT OF ENTRY AGREEMENT This RIGHT OF ENTRY AGREEMENT ("Right of Entry") is entered into , 2022, by and between GREENLAW DEVELOPMENT, LLC, a California limited liability company ("GRANTEE"), and the CITY OF ANAHEIM, a California municipal corporation and Charter City ("GRANTOR"). RECITALS A. GRANTOR, as "City," and GRANTEE, as "Developer," entered into that certain Disposition and Development Agreement dated November 1, 2022 (the "Agreement"), pursuant to which the GRANTOR agreed, subject to the fulfillment of the conditions precedent to convey the Site to the GRANTEE and GRANTEE agreed, subject to conditions precedent to accept conveyance of the Site and construct the Project thereon. All capitalized terms not defined herein shall have the meaning set forth in the Agreement, unless the context dictates otherwise. RIGHT OF ENTRY AGREEMENT 1 _ Grant of Right of Entry. The GRANTOR hereby grants the GRANTEE, its employees, consultants, contractors, subcontractors, agents and designees, permission to enter upon the Site for the purpose of performing or causing to be performed environmental, soils, and/or topographical tests and surveys ("Investigation"); it being acknowledged and agreed that GRANTEE's entry upon the Site pursuant to Section 301.2 of the Agreement shall not be subject to the terms and conditions of this Right of Entry. 2. Assumption of Risk. GRANTEE enters the Site and performs or causes to be performed the Investigation, at its own risk and subject to whatever hazards or conditions may exist on the Site. 3. Termination. This Right of Entry shall commence on the date hereof and shall expire on , unless sooner terminated as hereinafter provided. GRANTEE and GRANTOR each shall have the right to terminate this Agreement for either's sole convenience at any time during the term hereof by giving seven (7) days' written notice to the other. 4. Duty to Repair, Restore. or Replace. Prior to termination of this Agreement and unless GRANTOR has conveyed the Site to GRANTEE, GRANTEE shall restore the Site to its original condition. Restoration shall include the repair or replacement of any landscaping, structures, fences, driveways, or other improvements that are removed, damaged, or destroyed by Developer's employees, contractors, subcontractors, agents and designees. 5. Indemnification and hold harmless. GRANTEE shall, indemnify, defend and hold harmless the GRANTOR, its officers, directors, employees, contractors, subcontractors, agents, and affiliates and volunteers from any and all claims, suits or actions of every name, kind and description, brought forth on account of injuries to or the death of any person or damage to property caused by the willful misconduct or negligent acts by the GRANTEE or any person directly or indirectly employed by or acting as agent for GRANTEE in the performance of this Agreement, Attachment No. 7 - Page 1 except that such indemnity shall not apply to the extent such matters are caused by the gross negligence or willful misconduct of the GRANTOR, its officers, directors, employees, contractors, subcontractors, agents and affiliates or volunteers. The foregoing indemnity, defense, protection and hold harmless obligations do not apply to (i) any loss, liability cost, claim, damage, injury or expense to the extent arising from or related to the acts, negligence or willful misconduct of City or its agents, employees, consultants, contractors, invitees or tenants, (ii) any diminution in value in the Property arising from or relating to matters discovered but not negligently exacerbated by Developer during Developer's investigations of the Property, (iii) any defects in the Property discovered by Developer, and (iv) the existence of any Hazardous Materials discovered (but not deposited) on or under the Property by Developer prior to the Closing. It is understood that the duty of GRANTEE to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance of insurance certificates and endorsements required under this Agreement does not relieve GRANTEE from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 6. Insurance. During the term of this Agreement, GRANTEE and its contractors, subcontractors and agents shall fully comply with the terms of the law of the State of California concerning worker's compensation. Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability GRANTEE and its agents may have for worker's compensation. GRANTEE and its subcontractors and agents shall each obtain at its sole cost and keep in full force and effect during the term of this Agreement general commercial liability insurance issued by an "A:VI" or better rated insurance carrier as rated by A.M. Best Company as of the date that GRANTEE obtains or renews its insurance policies, on an occurrence basis, in which the GRANTOR and ITS officers, employees, agents and representatives are named as additional insureds with the GRANTEE. GRANTEE shall furnish a certificate of insurance to the GRANTOR prior to the execution of the Right of Entry hereunder, and shall furnish complete copies of such policy or policies upon request by the GRANTOR. Notwithstanding any inconsistent statement in the policy or any subsequent endorsement attached hereto, the protection offered by the policy shall: (a) Include an endorsement naming the GRANTOR and the City, their officers, employees, agents, representatives and attorneys as additional insureds; (b) Provide a combined single limit policy for both personal injury and property damage in the amount of $2,000,000, which will be considered equivalent to the required minimum limits; (c) Bear an endorsement or shall have attached a rider providing that the GRANTOR shall be notified not less than thirty (30) days before any expiration, cancellation, nonrenewal, reduction in coverage, increase in deductible, or other material modification of such Attachment No. 7 - Page 2 policy or policies, and shall be notified not less than ten (10) days after any event of nonpayment of premium. The GRANTEE shall also file with the GRANTOR the following signed certification: I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work. The GRANTEE shall comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect from and after the execution of the Right of Entry, and continuing for the duration of this Right of Entry, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the GRANTOR before the commencement of construction. The GRANTOR, its officers, employees, agents, representatives and attorneys shall not be responsible for any claims in law or equity occasioned by the failure of GRANTEE to comply with this section. Every Workers' Compensation insurance policy shall bear an endorsement or shall have attached a rider providing that, in the event of expiration, proposed cancellation, or reduction in coverage of such policy for any reason whatsoever, the GRANTOR shall be notified, giving the GRANTEE a sufficient time to comply with applicable law, but in no event less than thirty (30) days before such expiration, cancellation, or reduction in coverage is effective or ten (10) days in the event of nonpayment of premium. 7. Recording. Neither GRANTOR nor GRANTEE shall record this Agreement. 8. Attorne 's Fees. If any legal action or proceeding arising out of or relating to this Right of Entry is brought by either party to this Right of Entry, the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be granted, the reasonable attorneys' fees, costs, and expenses incurred in the action or proceeding by the prevailing party. 9. Notices. All notices required or permitted under the terms of this Agreement shall be in writing and sent to: To Grantor: City of Anaheim 200 South Anaheim Boulevard Anaheim, California 92805 Attention: City Clerk Copy to: City Attorney With a copy to: Sergio M. Ramirez, Director of Economic Development 200 South Anaheim Boulevard, 7th Floor Anaheim, California 92805 To Grantee: Greenlaw Acquisitions, LLC c/o Greenlaw Partners, LLC 18301 Von Karman Avenue, Suite 250 Irvine, California 92612 Attention: Rob Mitchell Attachment No. 7 - Page 3 With copies to: Cochran Law Group 18301 Von Karman Avenue, Suite 270 Irvine, California 92612 Attention: Thia Cochran 10. Time is of the Essence; Entire Agreement. Time is of the essence of the terms and provisions of this Right of Entry. This Right of Entry constitutes the entire agreement between GRANTEE and GRANTOR with respect to the matters contained herein, and no alteration, amendment or any part thereof shall be affective unless in writing signed by parties sought to be charged or bound thereby. Attachment No. 7 - Page 4 IN WITNESS WHEREOF, Grantor and Grantee have caused this Right of Entry to be executed on their behalf by the respective officers hereunto duly authorized, as of the respective dates set forth below. "GRANTOR" CITY OF ANAHEIM, a public body, corporate and politic Dated: , 2022 By: THERESA BASS, CMC, CITY CLERK City Clerk APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Leonie Mulvihill Assistant City Attorney APPROVED AS TO FORM: Leibold McClendon & Mann Special Counsel Sergio M. Ramirez Director of Economic Development "GRANTEE" GREENLAW DEVELOPMENT, LLC, a California limited liability company Dated: , 2022 By: Greenlaw Partners, LLC, a California limited liability company By: Name: Its: By: Robert G. Mitchell Attachment No. 7 - Page 5 ATTACHMENT NO. 8 LIST OF ENVIRONMENTAL DOCUMENTS [To be inserted] Attachment No. 8 - Page I ATTACHMENT NO.9 RELEASE OF CONSTRUCTION COVENANT RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) [Space above this line for Recorder's use only.] OFFICIAL BUSINESS: THIS DOCUMENT IS EXEMPT FROM A RECORDING FEE PURSUANT TO GOVERNMENT CODE SECTIONS 6103 AND 27383. RELEASE OF CONSTRUCTION COVENANTS This RELEASE OF CONSTRUCTION COVENANTS (the "Release") is made by the CITY OF ANAHEIM, a California municipal corporation and Charter City (the "City"), in favor of, LLC, a (the "Developer"), as of the date set forth below. RECITALS A. The City and the Developer have entered into that certain Disposition and Development Agreement (the "DDA") dated November 1, 2022 concerning the development of certain real property situated in the City of Anaheim, California as more fully described in the DDA. B. As referenced in Section 310 of the DDA, the City is required to furnish the Developer or its successors with a Release of Construction Covenants (as defined in Section 100 of the DDA) upon Completion of Construction of any Subdivision and upon Completion of Construction of the Project (all as defined in Section 100 of the DDA), which Release is required to be in such form as to permit it to be recorded in the Recorder's office of Orange County. This Release is conclusive determination of satisfactory completion of the construction, development and other obligations required by the DDA of the Project or the Subdivision thereof as identified in Exhibit "A" attached hereto. C. The City has conclusively determined that such construction and development has been satisfactorily completed. NOW, THEREFORE, the City hereby certifies as follows: Attachment No. 9 - Page 1 1. The Project, or the portion of the Project identified in Exhibit "A" attached hereto, to be constructed by the Developer have been fully and satisfactorily completed in conformance with the DDA. Any operating requirements and all use, maintenance or nondiscrimination covenants contained in the DDA and other documents executed and recorded pursuant to the DDA shall remain in effect and enforceable according to their terms. 2. Nothing contained in this instrument shall modify in any other way any other provisions of the DDA. Dated: IN WITNESS WHEREOF, the City has executed this Release on the date set forth below. , 202_ THERESA BASS, CMC, CITY CLERK City Clerk APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Leonie Mulvihill Assistant City Attorney APPROVED AS TO FORM: Leibold McClendon & Mann Special Counsel "CITY" CITY OF ANAHEIM, a public body, corporate and politic Sergio M. Ramirez Director of Economic Development Attachment No. 9 - Page 2 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 Resolution No. 2022-130 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 11 day of November, 2022 by the following vote of the members thereof: AYES: Mayor Pro Tern O'Neil and Council Members Diaz, Ma'ae, and Faessel NOES: Council Members Moreno and Valencia ABSTAIN: None ABSENT: None [Mayoral vacancy] IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of November, 2022. CITY CLE K OF THE CITY OF ANAHEIM (SEAL)