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Resolution-PC 2024-008EXHIBIT A PROPERTY §¨5 Ball Rd Orangewood Ave Katella AveClementine StAnaheimBlvdHaster StNinth StLewis StWest StWalnut StChapman Ave ManchesterAveCerritos Ave Cerritos AveDisneylandDr HarborBlvdGene Autry WayEast StDisney Way Disney Properties 0 1,000 Feet 3585-3 Key to Features City Boundary Disneyland Resort Specific Plan No. 92-1 Boundary Anaheim Resort Specific Plan No. 92-2 Boundary Hotel Circle Specific Plan No. 93-1 Boundary Properties owned or leased by Walt Disney Parks and Resorts U.S., Inc. or subsidiaries of the Walt Disney Company (the "Disney Properties") Subject to a Long-Term Third-Party Lease The Anaheim Resort® Boundary M a n c h e s t e r A v e EXHIBIT B TABLE 3-2 USES CURRENTLY ALLOWED UNDER DRSP/ARSP FOR DISNEY PROPERTIES Disney DRSP Property Maximum Allowable Development Under DRSP Existing Development1 Remaining Entitlement 1 Hotel District Uses (97 acres) Hotel Rooms 5,600 hotel rooms 2,342 hotel rooms2 3,258 hotel rooms Hotel Retail/Restaurant 300,000 sf 159,549 sf 140,451 sf Hotel Meeting Space 200,000 sf 161,220 sf 38,780 sf Parking Spaces 9,930 spaces 5,885 spaces 4,045 spaces Theme Park District (292 acres) Theme Park 6,850,000 sf 3,192,885 sf3 3,657,115 sf Administration Building 475,000 sf 305,430 sf 169,570 sf Administration Building Parking 2,300 spaces 1,545 spaces 755 spaces Parking District (57.1 acres) East Parking Area 17,600 spaces 2,179 spaces4 15,421 spaces West Parking Area 16,700 spaces 16,298 spaces 402 spaces Future Expansion District (24.7 acres) Parking Area 5,100 spaces 2,529 spaces 2,571 spaces Disney ARSP Properties Maximum Allowable Development Under ARSP Existing Development1 Remaining Entitlement1 C-R District Uses (75.4 acres) 1515 S. Manchester Ave 1585 S. Manchester Ave 1530 S. Harbor Blvd (14.88 acres) 1,116 hotel rooms (75 rooms per gross acre or 75 rooms per lot or parcel, whichever is greater) Cast Member parking (1,261 spaces – temporary parking lot initially approved on May 8, 2019, and an approximately 67,424-square foot office building 1,116 hotel rooms 1900 S. Harbor Blvd (44.66 acres) 3,348 hotel rooms (75 rooms per gross acre or 75 rooms per lot or parcel, whichever is greater)5 Toy Story Parking Lot (4,635 spaces-temporary parking lot approved through June 26, 2024) 3,348 hotel rooms 333 W. Ball Road (10.69 acres) 534 hotel rooms (50 rooms per gross acre or 75 rooms per lot or parcel, whichever is greater) Cast Member parking (1,324 spaces) 534 hotel rooms 1717 S. Disneyland Drive (5.15 acres) 564 hotel rooms (50 rooms per gross acre or 75 rooms per lot or parcel, whichever is greater)6 Paradise Pier Hotel (489 rooms and approximately 17,619 square feet in ancillary commercial uses) 45 hotel rooms 1 These numbers are as of the date of the Notice of Preparation, October 21, 2021; over the course of this environmental review process, these numbers may change due to ongoing development efforts based on current entitlements. 2 Hotel rooms include existing Vacation Ownership Resort (VOR) units at the Grand Californian Hotel and VOR units at the Disneyland Hotel under construction as of NOP. 3 This amount includes the existing 246,702 sf of retail, dining and entertainment in Downtown Disney as of the NOP. The DRSP allows up to 350,000 sf of retail, dining and entertainment sf in either the Theme Park or Hotel District. 4 This amount includes the existing 842 spaces in the Ball Cast Member Lot. The DRSP allows up to 5,000 parking spaces identified for the East Parking Area to be located in the Theme Park District. 5 Acreage for density excludes ultimate public right-of-way for Clementine Street and Gene Autry Way. 6 The Paradise Pier Hotel property is comprised of two parcels: a 4.48-acre parcel that includes 489 hotel rooms and a 0.67-acre property that is allowed 75 hotel rooms. Source: City of Anaheim 2021. EXHIBIT C TABLE 3-3 PROPOSED DEVELOPMENT SUMMARY FOR DISNEY PROPERTIES Disney DRSP Property Maximum Allowable Development Under DRSP Theme Park District – 389 acres Hotel Rooms Up to 5,600 hotel rooms3 Hotel Retail/Restaurant Up to 300,000 sf Hotel Meeting Space Up to 200,000 sf Parking for Hotel Uses Up to 9,930 spaces Theme Park District Retail Entertainment Up to 350,000 sf1 Theme Park and Back-of-house Uses Up to 6,850,000 sf1,5 Administration Building 475,000 sf Administration Building Parking 2,300 spaces Theme Park Parking 5,000 spaces2 Parking District – 57.1 acres East Parking Area (30.1 acres) Up to 17,600 spaces2 West Parking Area (27 acres) Up to 16,700 spaces Southeast District – 24.7 acres Theme Park Up to 390,000 sf5 Hotel Rooms Up to 1,852 hotel rooms3 Parking 5,100 spaces Total Maximum Allowable Development 7,825,000 sf 5,600 rooms 51,630 spaces Disney ARSP Properties8 Maximum Allowable Development Under ARSP Parking Overlay4 – 25.57 acres 1515 S. Manchester Ave 1585 S. Manchester Ave 1530 S. Harbor Blvd A portion of the parking spaces allocated to the East Parking Area of the DRSP and up to 1,116 hotel rooms 333 W. Ball Road Up to 5,700 parking spaces and up to 534 hotel rooms6 Theme Park East Overlay – 52.6 acres7 1900 S. Harbor Blvd Up to 840,000 sf of theme park uses and up to 3,348 hotel rooms5 Theme Park West Overlay – 5.15 acres 1717 S. Disneyland Drive Up to 80,000 sf of theme park uses and up 564 hotel rooms5 Notes: 1 Up to 350,000 sf of the theme park and back-of-house sf may be developed as Retail, Dining and Entertainment sf. 2 Up to 5,000 parking spaces may be constructed within the Theme Park District; however, an equivalent number of potential parking spaces would be removed from the allotment for the East Parking Area. 3 Up to 1,852 hotel rooms may be constructed in the Southeast District; however, an equivalent number of potential hotel rooms would be removed from the allotment for the Theme Park District, such that the maximum number of hotel rooms would not exceed 5,600. 4 For any square footage for back-of-house uses or limited retail, dining and entertainment uses, the traffic generation characteristics of said uses shall not exceed those associated with the otherwise permitted hotel/motel (including accessory uses) density as determined by the City Traffic and Transportation Manager prior to approval of building plans. Further, the proposed development shall not result in infrastructure impacts greater than those associated with the property's permitted hotel/motel density, unless such impacts are duly analyzed and mitigated pursuant to subsequent environmental review (such impacts shall be determined through a sewer and traffic impact analysis to be submitted to the City Engineer). Additional infrastructure studies may be required as determined by the Planning Director. 5 Theme park sf may be constructed in the Southeast District, the Theme Park East Overlay and the Theme Park West Overlay; however, an equivalent number of potential theme park sf would be removed from the allotment for the Theme Park District, such that the maximum theme park sf would not exceed 6,850,000 sf. The amount of restaurant sf in the Southeast EXHIBIT C TABLE 3-3 PROPOSED DEVELOPMENT SUMMARY FOR DISNEY PROPERTIES Disney DRSP Property Maximum Allowable Development Under DRSP District and the Theme Park East Overlay shall be further limited to up to 20 percent of the allotted theme park square footage in the District/Overlay. 6 Up to 5,700 parking spaces includes the number of existing spaces (1,324 spaces) plus additional spaces (4,376 spaces). 7 The planned extensions of Clementine Street and Gene Autry Way are proposed to be removed as part of the Project; therefore, the total acreage for the Theme Park East Overlay has been adjusted to include the acreages associated with these street rights-of-way; however, the maximum intensity of up to 3,348 hotel rooms would not change. 8 Actual acres for hotel density to be determined by a licensed Civil Engineer/Land Surveyor. Source: WDI 2021. 5598767.1 DRAFT FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 96-01 (1st Amended) by and between THE CITY OF ANAHEIM and WALT DISNEY PARKS AND RESORTS U.S., INC. dated as of [Insert Date], 2024 EXHIBIT D 5598767.1 2 FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 96-01 (1st Amended) BY AND BETWEEN THE CITY OF ANAHEIM AND WALT DISNEY PARKS AND RESORTS U.S., INC. This First Amended and Restated Development Agreement No. 96-01 (1st Amended) (“Agreement”) is made and entered into this XX day of [Insert Month], 2024, by and between the City of Anaheim, a charter city and a municipal corporation duly organized and existing under the Constitution and the laws of the State of California (“City”), and Walt Disney Parks and Resorts U.S., Inc., a Florida corporation (“Disney”), pursuant to the authority set forth in Article 2.5 of Chapter 4 of Division 1 of Title 7 (Sections 65864 through 65869.5) of the California Government Code (the “Development Agreement Act”), the City’s inherent power as a charter city, Ordinance No. 4377 adopted on November 23, 1982 (the “Enabling Ordinance”), and the implementing procedures of the City adopted in Resolution No. 82R-565 (the “Procedures Resolution”), based upon an initial application dated July 31, 1996 and a subsequent application for DisneylandForward dated March 25, 2021. 5598767.1 3 RECITALS WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Act, Sections 65864, et seq., of the Government Code. The Development Agreement Act authorizes the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property in order to, among other things: encourage and provide for the development of public facilities in order to support development projects; provide certainty in the approval of development projects in order to avoid the waste of resources and the escalation in project costs and encourage investment in and commitment to comprehensive planning which will make maximum efficient utilization of resources at the least economic cost to the public; provide assurance to the applicants of development projects (1) that they may proceed with their projects in accordance with existing policies, rules and regulations, subject to the conditions of approval of such projects and provisions of such development agreements, and (2) encourage private participation in comprehensive planning and reduce the private and public economic costs of development; and WHEREAS, on June 22, 1993, the City Council adopted Resolution No. 93R-107 certifying Final Environmental Impact Report No. 311 under the California Environmental Quality Act, adopting Mitigation Monitoring Program No. 0067 relating to the Disneyland Resort Project. On June 29, 1993, by the adoption of Resolution Nos. 93R-146 and 93R-147, the City Council adopted the Disneyland Resort Specific Plan No. 92-1 (DRSP), approving amendments to the Land Use and Circulation Elements of the City’s General Plan, and approving zoning and development standards for the DRSP. On June 29, 1993, the City Council adopted Ordinance No. 5377, reclassifying certain properties into the DRSP, and adopted Ordinance No. 5378 establishing zoning and development standards for the DRSP; and 5598767.1 4 WHEREAS, since the adoption of the original DRSP in 1993, proposed modifications to the DRSP have included nine amendments, fourteen adjustments, and one zoning code revision, all of which are listed and described in Exhibit A hereto; and WHEREAS, on September 20, 1994, the City Council adopted Resolution Nos. 94R-234, 94R-236 and 94R-237 certifying Master Environmental Impact Report No. 313 under the California Environmental Quality Act, adopting Mitigation Monitoring Program No. 0085, and approving The Anaheim Resort Specific Plan No. 92-2 (ARSP) project, and on September 27, 1994, the City Council adopted Ordinance No. 5453 relating to establishment of Zoning and Development Standards for the ARSP by amending in its entirety AMC Chapter 18.48 (subsequently renumbered to AMC 18.116) and Ordinance No. 5454, amending the zoning map to reclassify approximately 549.5 acres of certain real property into the ARSP; and WHEREAS, since the adoption of the ARSP in 1994, proposed modifications to the ARSP have included fourteen (14) amendments and thirteen (13) adjustments, all of which are listed and described in Exhibit B hereto; and WHEREAS, on October 8, 1996, the City Council adopted Resolution Nos. 96R-176 and 96R-177, approving Addendum No. 1 to Environmental Impact Report No. 311, approving an update to Mitigation Monitoring Program No. 00067, amending the DRSP, and approving an amendment to The Disneyland Resort Project; and WHEREAS, on October 22, 1996, the City and Walt Disney World Co. made and entered into Development Agreement No. 96-01 regarding The Disneyland Resort Project, as modified by Resolution Nos. 96R-176 and 96R-177; and WHEREAS, Walt Disney Parks and Resorts U.S. Inc. is the successor in interest to Walt Disney World Co. pursuant to articles of merger and a concurrent name change all occurring on or about March 27, 2009; and 5598767.1 5 WHEREAS, on December 18, 2012, the City Council adopted Resolution No. 2012-158, certifying Supplemental Environmental Impact Report No. 340, approving Mitigation Monitoring Program 85C, and approving Amendment No. 14 to the ARSP; and WHEREAS, on March 25, 2021, to allow continued, long-term growth of The Disneyland® Resort, Disney filed an application for DisneylandForward, an update to The Disneyland Resort Project (1) to allow the transfer of uses permitted under The Disneyland Resort Project to other areas of the DRSP and properties within the ARSP owned or leased by Disney or other subsidiaries of The Walt Disney Company (Disney ARSP Properties, and, collectively with Disney’s properties in the DRSP, Disney Property or Disney Properties) and (2) to allow for future streamlined administrative review by the City of Disney’s development projects on Disney’s Properties; and WHEREAS, on [Insert Date], 2024, the City Council adopted Resolution No. [Insert Number], certifying Subsequent Environmental Impact Report No. 352, adopting Mitigation Monitoring Program No. 387, Resolution No. [insert number] approving amendments to the Land Use and Circulation Elements of the City’s General Plan Resolution No. [Insert Number], approving amendments to the DRSP and the ARSP; and WHEREAS, on [Insert Date], 2024, the City Council introduced Ordinances Nos. _________ approving amendments to zoning and development standards for the DRSP and ARSP; and approving this Agreement and on [Insert Date], 2024, adopted Ordinances Nos. approving amendments to zoning and development standards for the DRSP and ARSP and this Agreement; and WHEREAS, the City and Disney recognize that construction and development of The Disneyland Resort Project and the ARSP Project as updated by DisneylandForward, which includes new Theme Park and Hotel investments with a minimum value of 1.9 Billion Dollars within ten years of the Effective Date, will create significant opportunities for economic growth in the City, the Southern California region and the State of California, will facilitate the 5598767.1 6 implementation of public infrastructure needed to accommodate local and regional growth, and will generate significant economic benefits to the State, region, the City and Disney; and WHEREAS, the Theme Park uses in The Disneyland Resort Project as updated by DisneylandForward will provide opportunities for new hotel and retail growth in The Anaheim Resort and the City, which will provide new general fund revenues intended to offset incremental City costs associated with such growth; and WHEREAS, the Theme Park uses, Hotel uses, and Retail, Dining, and Entertainment uses of The Disneyland Resort Project will provide new revenues to fund public streets, landscaping, storm drains, sewer, water, parks, parking and other improvements and programs, which will provide an area-wide benefit for The Anaheim Resort as well as provide City infrastructure needed to support The Disneyland Resort Project as updated by DisneylandForward, new hotels in The Anaheim Resort, the Anaheim Convention Center, and the City; and WHEREAS, the City and Disney will continue to revitalize The Anaheim Resort and finance the public improvements required for The Disneyland Resort Project as updated by DisneylandForward, other Anaheim Resort improvements, and the Anaheim Convention Center; and WHEREAS, Disney, in consideration for the benefits and opportunities provided to Disney by The Disneyland Resort Project and the cooperation and assistance of the City in connection therewith, will provide assurances to the City that the public infrastructure, amenities and design features of The Disneyland Resort Project as updated by DisneylandForward are implemented over the Term of this Agreement; and WHEREAS, in order to provide certainty and render development of The Disneyland Resort Project as updated by DisneylandForward more feasible in light of the large capital investment necessary to implement The Disneyland Resort Project as updated by DisneylandForward and the extended planning horizon necessary to coordinate a project of that scope and complexity, Disney requires assurance from the City, with respect to Disney Properties, 5598767.1 7 that certain existing governmental entitlements shall, to the extent specified herein, not be changed or supplemented with inconsistent burdens and exactions; and WHEREAS, Disney also recognizes and agrees that in extending these benefits to Disney, the City must reserve certain legislative powers; and WHEREAS, the direct and indirect benefits the City expects to receive pursuant to this Agreement for its existing and future residents include, but are not limited to, the participation of Disney in the accelerated, coordinated and more economical construction, funding and dedication to the public of certain needed area-wide public improvements and facilities in The Anaheim Resort; and WHEREAS, these area-wide public facilities and improvements will not only facilitate The Disneyland Resort Project, but will provide benefits to the general public; and WHEREAS, by entering into this Agreement, the City is encouraging the development of The Disneyland Resort Project as updated by DisneylandForward and as set forth in the DRSP, the ARSP, and this Agreement, and the development of The Anaheim Resort in accordance with goals and objectives of the City as set forth in the ARSP as updated by DisneylandForward while reserving to the City the legislative powers necessary to remain responsible and accountable to its residents; and WHEREAS, Disney represents that it owns in fee or has a possessory interest in the Disney Properties and as more specifically shown and described on Exhibit C hereto; and WHEREAS, for the foregoing reasons, the Parties desire to enter into a development agreement for the Disney Properties pursuant to Government Code sections 65864, et seq., and the City’s charter powers upon the terms set forth herein. 5598767.1 8 AGREEMENT NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Act, as it applies to the City, and the City’s inherent powers as a charter city, the Enabling Ordinance and the Procedures Resolution, and in consideration of the mutual promises and covenants herein contained and other valuable consideration the receipt and adequacy of which the Parties hereby acknowledge, the Parties hereto agree as follows: 1. DEFINITIONS. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: 1.1 “Accounting Opinion” means an opinion rendered by an independent certified public accountant selected by Disney which is similar in reputation and scope of practice to what are currently referred to as the “Big Four” accounting firms. 1.2 “Affiliate of Disney” means a sole proprietorship, limited liability company, partnership, limited partnership, joint venture, trust, unincorporated organization, association, corporation, institution, or entity, who directly or indirectly controls, is controlled by, or is under common control with Disney or The Walt Disney Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to vote fifty percent (50%) or more of the securities having ordinary voting power for the entity or possessing the power or authority to generally direct the management and policies of the entity. 1.3 “Agreement” means this First Amended and Restated Development Agreement No. 96-01 (1A- 2024) 1st Amended and all amendments and modifications thereto. 1.4 “AMC” means the Anaheim Municipal Code. 1.5 RESERVED 1.6 “Anaheim Resort Specific Plan” or “ARSP” means Specific Plan No. 92-2, as amended from time to time by the City. 5598767.1 9 1.7 “Annual Review” means the annual review process as described in Section 4 of this Agreement. 1.8 “Applicable Rules” means (subject only to the qualifications set forth herein with respect to Fees) the rules, regulations, ordinances and officially adopted plans and policies of the City in force as of the Effective Date of this Agreement, including without limitation the General Plan (including the Save Our Anaheim Resort “SOAR” Initiative), DRSP, the ARSP, and the Project Approvals in effect as of [Insert Date], 2024, and in relation to approved or requested Ministerial Permits or Discretionary Actions for which a complete application has been filed with the City as of [Insert Date] 2024, the rules, regulations, ordinances and officially adopted plans and policies as vested in Development Agreement No. 96-01 effective as of October 22, 1996. Notwithstanding the language of this Section or any other language in this Agreement (i) all duly adopted codes, regulations, specifications and standards regarding the design and construction of public works facilities, if any, shall be those that are in effect at the time the plans for such public works facilities are being processed for approval and/or under construction, and (ii) Applicable Rules shall mean and include the Fees in effect from time to time, including all increases in Fees or new Fees adopted after the Effective Date of this Agreement. The Parties acknowledge and agree that the Applicable Rules for any Ministerial Permits or Discretionary Actions for which a complete application is filed: (1) during the pendency of a referendum or if a referendum on this Agreement (Ord No. ____) or the General Plan Amendment (Resolution No. ___), or the ARSP or DRSP Amendments (Resolution Nos. _______) or the Zoning Amendments (Ord No.___) is adopted by the voters or (2) if Litigation challenging the Project Approvals results in a final non- appealable decision that the Project Approvals are invalidated, the rules, regulations, ordinances and officially adopted plans and policies as vested in Development Agreement No. 96-01 effective as of October 22, 1996 shall be applicable and remain in full force and effect by Disney and the City and remain in full force and effect during the remainder of the term. 5598767.1 10 1.9 “ARSP Project” means the Project approved by the City on September 20, 1994, as later updated in December 2012 to provide rules and regulations for development in the area of the City governed by the ARSP. 1.10 “Attorneys’ Fees” means and shall be limited to (i) attorneys’ fees, if any, specifically awarded to a Plaintiff by a court of competent jurisdiction pursuant to a final judgment in connection with any Litigation and (ii) the amount required to be paid, if any, to reimburse any Plaintiff for the Plaintiff’s attorneys’ fees as provided in a settlement agreement approved by City and Disney in connection with any Litigation, as provided in Section 6.12.1 of this Agreement. 1.11 “Authority” means the Anaheim Public Financing Authority, a joint exercise of powers authority and a public entity duly organized under the laws of the State of California particularly Sections 6500, et seq., of the California Government Code and the Joint Exercise of Powers Agreement. 1.12 “California Environmental Quality Act” or “CEQA” means the California Environmental Quality Act (Cal. Public Resources Code Sections 21000, et seq.), the State CEQA Guidelines (Cal Code of Regs., Title 14, Sections 15000, et seq.), and the City CEQA Procedures. 1.13 “City” means the City of Anaheim, a municipal corporation of the State of California exercising municipal home rule powers pursuant to a charter approved and issued by the State of California. 1.14 “City Agency” means each and every agency, department, board, commission, authority, employee, and/or official acting under the authority of the City, including without limitation the City Council, the Planning Commission, and the Authority. 1.15 “City Attorney” means the City Attorney of the City of Anaheim. 1.16 “City Council” means the city council of the City and the legislative body of the City pursuant to Section 65867 of the Development Agreement Act. 1.17 “City Manager” means the chief administrative officer of the City. 5598767.1 11 1.18 “City Project Coordinator” means an individual selected by the City Manager to coordinate processing of all Ministerial Permits and Approvals and all Discretionary Actions for The Disneyland Resort Project and the ARSP Project, as updated by DisneylandForward. 1.19 “Completed Qualified Theme Park and/or Lodging Improvements” (or “Completion of Qualified Theme Park and/or Lodging Improvements” or similar) means that construction of Qualified Theme Park and/or Lodging Improvements has been accomplished in compliance with all Applicable Rules, including the Project Approvals and issuance of a certificate of occupancy if one is required, with all necessary structures and systems sufficiently completed such that Disney (or the designated operator) can conduct normal operations thereof in accordance with its intended use given the nature of the particular improvement(s). 1.20 “Conditions of Approval” means the Conditions of Approval for the Project originally adopted by the City Council on June 29, 1993 by Ordinance No. 5377, as amended by the City Council on October 8, 1996 by Resolution No. 96-177, and as amended by the City Council on [Insert Date], 2024 and [Insert Date], 2024, and attached hereto as Exhibit D, “DisneylandForward Conditions of Approval”. 1.21 “Costs of Qualified Theme Park and/or Lodging Improvements” mean all of the following costs paid by Disney or an Affiliate of Disney with respect to work performed to design, engineer, obtain permits for, construct and install Qualified Theme Park and/or Lodging Improvements as each such Cost is verified by an Accounting Opinion or Opinions to be obtained by Disney and submitted to the City: (1) all architectural and/or engineering fees and expenses incurred by Disney or an Affiliate of Disney in preparing plans for any Qualified Theme Park and/or Lodging Improvements, including the fees and expenses of all design, construction, relocation, and project management consultants; (2) the cost of constructing and installing any Qualified Theme Park and/or Lodging Improvements, including, without limitation, the costs of a bid process, testing and inspection costs, and contractor’s fees and general conditions; (3) any construction and/or project management fee of up to a cumulative total not to exceed ten percent 5598767.1 12 (10%) of the costs described in clause (2) above paid to a third party to oversee and manage construction of the work; (4) the cost of fixtures and equipment installed with respect to a Qualified Theme Park and/or Lodging Improvements that have an estimated useful life of at least five (5) years; (5) the direct cost of all technological systems deemed necessary and advisable by Disney to properly equip any Qualified Theme Park and/or Lodging Improvements for their intended use, which may include voice and data wiring as well as alarm, security and life safety systems; (6) sales and use taxes and Title 24 fees paid with respect to any Qualified Theme Park and/or Lodging Improvements; (7) the payment of plan check, permit, and license fees relating to construction of any Qualified Theme Park and/or Lodging Improvements, which may include the fees paid for water, sewer and other utility connections or other development fees; and (8) all other costs directly expended by Disney or an Affiliate of Disney in connection with the construction of any Qualified Theme Park and/or Lodging Improvements such as the cost of payment, performance, and warranty bonds, insurance costs, and internal labor costs (for the construction period only). As used herein, the term “Costs” shall exclude: (1) any costs including Maintenance Capital incurred with respect to capital improvement projects authorized by Disney which improvements exist or are under construction as of the date of this Agreement, and/or are listed in Exhibit E hereto; (2) any internal administrative or overhead charge of Disney or any Affiliate of Disney, by whatever name called other than those direct administrative or overhead charges of Walt Disney Imagineering, a division of Disney, for work performed with respect to the Qualified Theme Park and/or Lodging Improvements; and (3) Maintenance Capital incurred for Qualified Theme Park and/or Lodging Improvements after construction of such Qualified Capital Improvement. 1.22 RESERVED 1.23 “Counsel” shall mean the counsel retained by Disney to represent Disney and to assist the City in connection with any Litigation. 1.24 “Development Agreement Act” means Article 2.5 of Chapter 4 of Division 1 of Title 7 (Sections 65864 through 65869.5) of the California Government Code. 5598767.1 13 1.25 “Discretionary Action” means an action which requires the exercise of judgment, deliberation or a decision on the part of the City and/or any City Agency in the process of approving or disapproving a particular activity, as distinguished from an activity which merely requires the City and/or any City Agency to determine whether there has been compliance with statutes, ordinances or regulations. 1.26 “Disney” means Walt Disney Parks and Resorts U.S., Inc., a Florida corporation. 1.27 “Disney ARSP Properties” means the following properties within the ARSP owned or Leased by Disney or other subsidiaries of The Walt Disney Company: 1515 S. Manchester Avenue (as of the Effective Date used as the Manchester Cast Member Lot); 1585 S. Manchester Avenue (as of the Effective Date occupied by an office building and also used as the Manchester Cast Member Lot); 1530 S. Harbor Boulevard (as of the Effective Date used as the Manchester Cast Member Lot); 1900 S. Harbor Boulevard (as of the Effective Date used as the Toy Story Parking Lot); 333 W. Ball Road (as of the Effective Date used as the Harbor Cast Member Lot); and 1717 S. Disneyland Drive (as of the Effective Date used as the Pixar Place Hotel [formerly the Paradise Pier Hotel]). 1.28 “Disney California Adventure” means Disney California Adventure Theme Park and associated improvements and operations (as modified from time to time) within the DRSP as identified on Exhibit F, Disneyland and Disney California Adventure, attached hereto. 1.29 “Disney Property” or “Disney Properties” means the specific real properties owned or Leased by Disney within the DRSP and the Disney ARSP Properties specifically described on Exhibit C, Disney Property, attached hereto. Disney Property also may include, after the Effective Date, additional properties owned or Leased by Disney within the DRSP or the ARSP, in accordance with the provisions of Section 3.5 of this Agreement. 1.30 “Disneyland” means the existing Disneyland Theme Park and associated improvements and operations (as modified from time to time) within the DRSP as identified on Exhibit F, Disneyland and Disney California Adventure, attached hereto. 5598767.1 14 1.31 “DisneylandForward” means the Project approved by the City on [Insert Date] 2024 updating The Disneyland Resort Project and the ARSP Project. 1.31A “Disneyland Resort” refers to the Disney Properties and the business operated thereon by Disney, commonly known as The Disneyland® Resort, which includes Theme Parks, Hotels, Retail, Dining and Entertainment Uses, and various parking structures, parking lots and ancillary facilities associated therewith, all of which is the subject of The Disneyland Resort Project as updated by DisneylandForward. 1.32 “Effective Date” is the date on which this Agreement is attested by the City Clerk of the City of Anaheim after approval by the City Council and execution by the Mayor of the City and Disney, and which is at least thirty (30) days after adoption of the ordinance approving this Agreement, as may be extended or tolled due to the occurrence of an Enforced Delay as articulated in Section 6.4 of this Agreement. 1.33 “Enabling Ordinance” means Ordinance No. 4377 adopted by the City Council on November 23, 1982, which authorized and enabled the City to enter into development agreements in accordance with the Development Agreement Act. 1.34 “Encroachment License” means a license granted by the City, and approved by the Public Works Director, providing air space and access rights to Disney for the pedestrian bridge structures over public streets associated with the Project, including the pedestrian bridges over Harbor Boulevard between Manchester Avenue and Disney Way and the pedestrian bridges or crossings over Disneyland Drive between Magic Way and Katella Avenue. 1.35 “Excess Development Investment Threshold” means Two Billion Five Hundred Million U.S. Dollars ($2,500,000,000). 1.36 “Fees” means Impact Fees, Processing Fees and Charges and any other fees or charges imposed or collected by the City. 1.37 “FEIR” means the Final Subsequent Environmental Impact Report, No. 352, certified by the City on [Insert Date], 2024, in accordance with the requirements of CEQA. 5598767.1 15 1.38 RESERVED. 1.39 “Finance Agreement” means that certain Infrastructure and Parking Finance Agreement, dated October 8, 1996, by and among the City, the Authority, Disney, and The Walt Disney Company, providing for the financial arrangements by and among them with regard to the funding and construction of infrastructure and other improvements. 1.40 RESERVED. 1.41 “General Plan” means the General Plan of the City. 1.42 “Hotel Rooms” or “Hotel” means a hotel, motel, vacation ownership resort, or other transient occupancy accommodation as defined in Section 2.12.005.100 of the AMC allowed under the DRSP or the ARSP for Disney Property as of the Effective Date. 1.43 “Impact Fees” means impact fees, linkage fees, exactions, assessments or fair share charges or other similar impact fees or charges imposed on and in connection with new development by the City pursuant to rules, regulations, ordinances and policies of the City, as set forth in Exhibit G, Impact Fees. Impact Fees do not include (i) Processing Fees and Charges or (ii) other City-wide fees or charges of general applicability, provided that such City-wide fees or charges are not imposed on impacts of new development. Impact Fees do not include those fees already satisfied for the development of The Disneyland Resort Project prior to the Effective Date. 1.44 “Initial Development Commitment Completion Date” means the date which is ten (10) years after the Effective Date. 1.45 “Initial Development Investment Threshold” means One Billion Nine Hundred Million U. S. Dollars ($1,900,000,000). 1.46 “Inspections” means all field inspections and reviews by City officials during the course of construction of the Project and the processing of certificates of occupancy (permanent or temporary). 1.47 “Landscaping and Lighting District” means a landscaping and lighting district established under a charter city ordinance or applicable provisions of the California Streets and 5598767.1 16 Highways Code pursuant to Section 3.1.18, for the purpose of funding maintenance costs, above the City’s standard level, for entry monumentation, decorative lighting, bus shelters, enhanced landscaping, benches, kiosks and other street features in public right-of-way within The Anaheim Resort. 1.48 “Lease” shall mean a lease having a base term of greater than ten (10) years not including optional terms or extensions. 1.49 “List of Actions” means the list of expected applications for Ministerial Permits and Approvals and Discretionary Actions, if any, which is submitted by Disney to the City in accordance with the provisions of Section 3.4.3.1. 1.50 “Litigation” shall mean any lawsuit (including any cross-action) filed against the City and/or Disney to the extent such lawsuit challenges the validity, implementation or enforcement of, or seeks any other remedy directly relating to, all or any part of, the Project Approvals or this Agreement. 1.51 “Maintenance Capital” means amounts spent to maintain capital assets in order to maintain or preserve their longevity, productive capacity, performance and/or economic value. Examples include in-kind replacement of equipment, components, or other elements (e.g., HVAC units, ride track), painting or other resurfacing, and conversion of capital assets or elements thereof to achieve optimal performance and/or to comply with laws. 1.52 “Ministerial Permits and Approvals” means the permits, approvals, plans, inspections, certificates, documents, licenses, and all other actions required to be taken by the City in order for Disney to implement, develop and construct the Project and the Mitigation Measures, including without limitation, building permits, public works permits, grading permits, encroachment permits and other similar permits and approvals which are required by the AMC to implement the Project 5598767.1 17 and the Mitigation Measures. Ministerial Permits and Approvals shall not include any Discretionary Actions. 1.53 “Mitigation Measures” means the mitigation measures described in the FEIR and in the Mitigation Monitoring Program for The Disneyland Resort Project as updated by DisneylandForward FEIR, including MMP No. 387, which is attached hereto as Exhibit H, Mitigation Monitoring Program. 1.54 “Opening Day Project” means those specified Project Elements described on Exhibit F, Opening Day Project, attached to Development Agreement No. 96-01 and with respect to which Disney prepared and attached to Development Agreement No. 96-01, an Illustrative Plan, as Exhibit G, Illustrative Plan, attached to Development Agreement No. 96-01. 1.55 “Opening Day” means June 30, 2001, the date on which the Opening Day Project was generally operational and open for general public use and admission. 1.55 “Operating Memoranda” means clarifications to this Development Agreement approved in writing by the City and Disney. 1.56 “Parties” means collectively Disney and the City. 1.57 “Party” means any one of Disney or the City. 1.58 “Plaintiff” means any party seeking relief or compensation through Litigation whether as plaintiff, petitioner, cross-complainant or otherwise. 1.59 “Planning Commission” means the Planning Commission of the City and the planning agency of the City pursuant to Section 65867 of the California Government Code (Development Agreement Act). 1.60 “Planning Director” means the Director of the Planning and Building Department for the City. 1.61 “Procedures Resolution” means Resolution No. 82R-565 adopted by the City Council on November 23, 1982, pursuant to California Government Code Section 65865, establishing 5598767.1 18 procedures and requirements for the consideration and implementation of development agreements, attached hereto as Exhibit H, Procedures Resolution. 1.62 “Processing Fees and Charges” means all processing fees and charges required by the City including, but not limited to, fees for land use applications, project permits, building applications, building permits, grading permits, encroachment permits, tract or parcel maps, lot line adjustments, air right lots, street vacations, certificates of occupancy and other similar permits. Processing Fees and Charges shall not include Impact Fees. 1.63 “Project” means The Disneyland Resort Project and The Anaheim Resort Specific Plan Project as amended by the DisneylandForward Project. The Project includes Theme Parks, Hotel Rooms, Retail, Dining and Entertainment Uses, and Parking Uses on the Disney Property, and other uses including without limitation administrative and ancillary uses on the Disney Property, all as permitted by the DRSP and the ARSP as of the Effective Date; provided, however, for the purposes of this Agreement, all development shall be in furtherance of development of the Disney Property as a destination resort which includes as its primary land uses theme park and hotel development. 1.64 “Project Approvals” means those Discretionary Actions authorizing the Project and in effect as of the Effective Date including, but not limited to, the certification of the FEIR and the approval of General Plan Amendment No. DEV2021-00069, approval of Amendment No. 9 to the DRSP, approval of amendments to the Zoning and Development Standards for the DRSP, approval of Amendment No. 17 to the ARSP, approval of amendments to the Zoning and Development Standards for the ARSP, and approval of the Mitigation Measures and the DisneylandForward Conditions of Approval, as adopted by the City on [Insert Date], 2024, and [Insert Date], 2024. The Project Approvals are listed in Exhibit J, Project Approvals. 1.65 “Project Elements” means the specific land uses permitted by the Project Approvals on the Disney Property and comprised within the term “Project”, including but not limited to Theme Parks, Hotel Rooms, Retail, Dining, and Entertainment Uses, parking facilities, and other 5598767.1 19 permitted administrative and ancillary uses, tourist-oriented and resort uses and infrastructure improvements. 1.66 “Qualified Theme Park and/or Lodging Improvements” means capital improvement projects constructed or installed by Disney or an Affiliate of Disney from time to time on or in conjunction with development of any of the Disney Properties in accordance with the Applicable Rules which result in (1) new Theme Park uses designed and intended to yield a net increase in capacity at The Disneyland Resort® or the Anaheim Convention Center and/or (2) a net increase in the number of Hotel Rooms in The Anaheim Resort (which may include Disney Vacation Club project units for which a fully-executed TOT In-Lieu Agreement pursuant to Section 3.1.5 of this Agreement is executed before the project is Completed as defined in Section 1.19). Qualified Theme Park and/or Lodging Improvements shall not include capital improvement projects authorized by Disney which (1) have been finalized or are under construction as [Insert Date], 2024, or (2) are listed in Exhibit E hereto, or (3) are Maintenance Capital projects as defined in Section 1.20A, or (4) are projects the purpose of which is to replace the theming and/or intellectual property associated with a particular Theme Park use or attraction; or (5) are projects involving the demolition and replacement of a particular Theme Park attraction with another Theme Park attraction in the same attraction footprint. . Notwithstanding the foregoing and for the avoidance of doubt, Qualified Theme Park and/or Lodging Improvements may include (x) subsequent capital improvement projects that modify capital improvements whose initial construction or installation was excluded in the previous sentence, such as a subsequent expansion or modification of an existing Theme Park use or land or a subsequent expansion or modification of a Hotel that currently exists or is listed on Exhibit E, and (y) capital improvement projects commenced at risk by Disney including pursuant to Section 6.29 below during the pendency of any Litigation or effort described in Section 6.30 below, so long in each case as those subsequent capital improvement projects meet the requirements of the first sentence of this Section 1.67 and are not Maintenance Capital projects. An individual project falling within in this definition shall be referred to herein as a Qualified 5598767.1 20 Theme Park and/or Lodging Improvement whether it contains either or both of Theme Park and Hotel/lodging uses. 1.67 “Reserved Powers” means the rights and authority excepted from this Agreement’s restrictions on the City’s police powers and which are instead reserved to the City. The Reserved Powers include the power to enact and implement rules, regulations, ordinances and policies after the Effective Date that may be in conflict with the Applicable Rules, but: (1) prevent or remedy conditions which the City has found to be injurious or detrimental to the public health or safety; (2) are Uniform Codes; (3) are necessary to comply with state and federal laws, rules and regulations (whether enacted previous or subsequent to the Effective Date) or to comply with a court order or judgement of a state or federal court; (4) are agreed to or consented to by Disney; (5) involve the formation of assessment districts, Mello-Roos or community facilities districts, special districts, maintenance districts or other similar districts formed in accordance with applicable laws provided, however, that Disney shall retain all its rights with respect to such districts pursuant to all applicable laws (except as provided by Section 3.1.18); or (6) are City- wide fees or charges of general applicability provided that such City-wide fees or charges are not fees or charges imposed on impacts of new development in violation of the express limitations provided by this Agreement. 1.68 “Retail, Dining and Entertainment Uses” means those retail, dining and entertainment uses built or caused to be built by Disney on the Disney Property outside of the admission gate of any Theme Park in accordance with the DRSP, and which are uses permitted in the Theme Park District and Future Expansion (now Southeast) District as Permitted Primary Uses and Structures pursuant to AMC 18.114.060.010 and AMC 18.114.090.010 . 1.69 “Right(s)-of-Way” means any right(s)-of-way or other real property interest necessary to access, construct, maintain, perform and/or operate any of the Mitigation Measures or Conditions of Approval excluding the land required for any public parking structures built on the Disney 5598767.1 21 Property and for relocation of the existing Southern California Edison utility structures on the Disney Property. 1.70 “Section” means the indicated number section or subsection of this Agreement. 1.71 RESERVED. 1.72 “Statement of Overriding Considerations” means the Statement of Overriding Considerations adopted by the City Council by Resolution No. [insert] on [Insert Date], 2024, which is attached hereto as Exhibit K, Statement of Overriding Considerations. 1.73 “Term” means the applicable period of time during which this Agreement shall be in effect and shall bind the City and Disney, as described in Section 6.2. 1.74 “The Anaheim Resort” means the area of approximately 1078 acres in the City which is designated on the City General Plan for Commercial Recreation land uses; The Anaheim Resort encompasses the areas governed by the DRSP, the ARSP, and the Hotel Circle Specific Plan. 1.75 “The Anaheim Resort Specific Plan” or “ARSP” means The Anaheim Resort Specific Plan No. 92-2 (including zoning and development standards) as approved by the City and as amended on or before the Effective Date. 1.76 “The Disneyland Resort Project” means the Project approved by the City in January 1993 and October 1996 as amended by DisneylandForward as described and analyzed in the FEIR. 1.77 “The Disneyland Resort Specific Plan” or “DRSP” means The Disneyland Resort Specific Plan No. 92-1 (including zoning and development standards) as approved by the City and as amended on or before the Effective Date. 1.78 RESERVED. 1.79 “The Walt Disney Company” means The Walt Disney Company, a Delaware corporation. 5598767.1 22 1.80 “Theme Park” and “Theme Park uses” shall have the meaning set forth in Section 18.114.060.010.0101 of the AMC and include without limitation Disneyland and Disney California Adventure. 1.81 “Uniform Codes” means those building, electrical, energy, green building, mechanical, fire and other similar regulations of a City-wide scope which are based on recommendations of a multi-state professional organization and become applicable throughout the City, such as, but not limited to, the California Building Code, the California Electrical Code, the California Plumbing Code, the California Mechanical Code, the California Energy Code, the California Green Buildings Standards Code, or the California Fire Code (including those amendments to the promulgated uniform codes which reflect local modification to implement the published recommendations of the multi-state organization and which are applicable City-wide). 2. RECITALS OF PREMISES, PURPOSE AND INTENT. 2.1 State Enabling Statute. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Act which authorizes any city to enter into binding development agreements establishing certain development rights in real property with persons having legal or equitable interests in such property. Section 65864 of the Development Agreement Act expressly provides, in part, as follows: The Legislature finds and declares that: (a) The lack of certainty in the approval of development projects can result in a waste of resources, escalate the cost of housing and other development to the consumer, and discourage investment in and a commitment to comprehensive planning which would make maximum efficient utilization of resources at the least economic cost to the public. (b) Assurance to the applicant for a development project that upon approval of the project, the applicant may proceed with the project in accordance with 5598767.1 23 existing policies, rules and regulations, and subject to conditions of approval will strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic cost of development. Notwithstanding the foregoing, to ensure that the City remains responsive and accountable to its residents while pursuing the benefits of development agreements contemplated by the Legislature, the City: (1) accepts restraints on its police powers contained in development agreements only to the extent and for the duration required to achieve the mutual objectives of the Parties; and (2) to offset such restraints, seeks public benefits which go beyond those obtained by traditional City controls and conditions imposed on development project applications. 2.2 City Procedures and Actions. 2.2.1 Planning Commission Action. On [Insert Date], 2024, as required by Section 65867 of the Development Agreement Act and Section 2.1 of the Procedures Resolution, the Planning Director gave public notice of the Planning Commission’s intention to consider a recommendation to the City Council regarding adoption of this Agreement. On [Insert Date] 2024, as required by Section 65867 of the Development Agreement Act and Section 2.2 of the Procedures Resolution, the Planning Commission held a public hearing on this Agreement. On [Insert Date], 2024, the Planning Commission, after considering that the FEIR was previously certified for the Project, recommended the City Council find and determine, consistent with the standards set forth in Section 2.3 of the Procedures Resolution, that: (1) the FEIR complied with all requirements of CEQA; (2) the Agreement is within the scope of the FEIR, and was contemplated therein as part of the Project; (3) the Agreement is consistent with the City’s General Plan and with the DRSP and the ARSP, as amended by DisneylandForward; (4) the Agreement is compatible with the uses authorized in and regulations prescribed in the DRSP and the ARSP (as of the Effective Date); (5) the Agreement is compatible with the orderly development of property in the surrounding area; (6) the Agreement will have an overall positive effect on the health, safety 5598767.1 24 and welfare of the residents of and visitors to the City; (7) the Agreement constitutes a lawful, present exercise of the City’s police power and authority under the Development Agreement Act, the Enabling Ordinance and the Procedures Resolution; and (8) is entered into pursuant to and in compliance with its charter powers and the requirements of Section 65867 of the Development Agreement Act, the Enabling Ordinance and the Procedures Resolution. Based on these findings and determinations, the Planning Commission adopted Resolution No. [insert number] on [Insert Date], 2024, recommending to the City Council the approval of the Agreement. 2.2.2 City Council Action. On [Insert Date], 2024, as required by Section 65867 of the Development Agreement Act and Section 3.1 of the Procedures Resolution, the City Clerk of the City caused public notice to be given of the City Council’s intention to consider adoption of this Agreement. On [Insert Date], 2024, as required by Section 65867 of the Development Agreement Act and Section 3.2 of the Procedures Resolution, the City Council held a public hearing on the Agreement. On [Insert Date], 2024, an approving ordinance was introduced for adoption by the City Council. On [Insert Date], 2024, the City Council, after considering the fact that the FEIR was previously certified for the Project, found and determined that: (1) the FEIR complied with all requirements of CEQA; (2) the Agreement is within the scope of the FEIR, and was contemplated therein as part of the Project; (3) the Agreement is consistent with the City’s General Plan and with the DRSP and the ARSP as amended by DisneylandForward; (4) the Agreement is compatible with the uses authorized in and regulations prescribed in the DRSP and the ARSP (as of the Effective Date); (5) the Agreement is compatible with the orderly development of property in the surrounding area; (6) the Agreement will have an overall positive effect on the health, safety and welfare of the residents of and visitors to the City; (7) the Agreement constitutes a lawful, present exercise of the City’s police power and authority under the Development Agreement Act, the Enabling Ordinance and the Procedures Resolution; and (8) the Agreement is entered into pursuant to and in compliance with its charter powers and the requirements of Section 65867 of the Development Agreement Act, the Enabling Ordinance and the Procedures 5598767.1 25 Resolution. On [Insert Date], 2024, the approving ordinance was read for a second time and was adopted by the City Council. The City Council on [Insert Date], 2024, after conducting a duly- noticed public hearing, adopted Ordinance No. [insert number], to become effective thirty days after adoption of this Agreement, found that its provisions are consistent with the General Plan, the DRSP and the ARSP, and authorized the execution of this Agreement. 2.3 Purpose of this Agreement. 2.3.1 Disney Objectives. In accordance with the legislative findings set forth in the Development Agreement Act, and with full recognition of the City’s policy of judicious restraints on its police powers, Disney wishes to obtain reasonable assurances that the Project may be developed in accordance with the Applicable Rules subject to the terms of this Agreement and the City’s Reserved Powers. In the absence of this Agreement, Disney would have no assurance that it could complete the Project for the uses and to the density and intensity of development set forth in this Agreement. This Agreement, therefore, is necessary to assure Disney that the Project will not be (i) reduced in density, intensity or use, or (ii) subjected to new rules, regulations, ordinances or official policies or delays which are not permitted by this Agreement or the Reserved Powers. 2.3.2 Mutual Objectives. Development of the Project in accordance with this Agreement will provide for the orderly development of the Project in accordance with the objectives set forth in the General Plan, the DRSP and the ARSP. Moreover, a development agreement for the Project will eliminate uncertainty in planning for and securing orderly development of the Project, assure installation of necessary improvements, assure attainment of maximum efficient resource utilization within the City at the least economic cost to its citizens and otherwise achieve the goals and purposes for which the Development Agreement Act was enacted. The Parties believe that such orderly development of the Project will provide many public benefits to the City through the imposition of development standards and requirements under the provisions and conditions of this Agreement, including without limitation: increased tax revenues, 5598767.1 26 installation of on-site and off-site improvements, payment towards park improvements, affordable housing, workforce development and job creation. Additionally, although development of the Project in accordance with this Agreement will restrain the City’s land use or other relevant police powers, the Agreement provides the City with sufficient reserved powers during the Term hereof to remain responsible and accountable to its residents. In exchange for these and other benefits to the City, Disney will receive assurance that the Project may be developed during the Term of this Agreement in accordance with the Applicable Rules and Reserved Powers and subject to the terms and conditions of this Agreement. 2.4 Applicability of the Agreement. This Agreement does not: (1) grant density, intensity or uses in excess of that otherwise established in the Applicable Rules; (2) eliminate future Discretionary Actions otherwise required under the Applicable Rules; (3) guarantee that Disney will receive any profits from the Project; or (4) amend the City’s General Plan, the DRSP or the ARSP. This Agreement has a fixed Term. Furthermore, in any subsequent actions applicable to the Disney Property not related to the DRSP or the ARSP, the City may apply such new rules, regulations, ordinances and officially adopted plans and policies as are then in effect. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be construed or understood to (i) limit the City’s rights to adopt and apply to the Disney Property new rules, regulations, ordinances and officially adopted plans and policies of the City, where those new rules, regulations, ordinances and officially adopted plans and policies do not conflict with the Applicable Rules, or (ii) provide Disney with any vested rights except as affirmatively and expressly stated in this Agreement. 3. AGREEMENT AND ASSURANCES. 3.1 Agreement and Assurance on the Part of Disney. In consideration for the City entering into this Agreement, and as an inducement for the City to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the objectives, purposes and intentions set forth in Section 2 of this Agreement, Disney hereby agrees as follows: 5598767.1 27 3.1.1 Opening Day Project. Pursuant to Development Agreement No. 96-01, Disney completed construction of the Opening Day Project on or before the Opening Day in accordance with the terms and conditions of Development Agreement No. 96-01. Disney and the City agree and acknowledge after the final payment on the bonds issued pursuant to the Finance Agreement, Disney may, but will no longer be obligated to maintain each and every component of the Opening Day Project. However, as part of this Agreement, Disney agrees to continue to maintain the following components of the Opening Day Project throughout the Term: (1) a second gated theme park designed to attract and accommodate a planned annual attendance of seven million guests; (2) 1,886 Hotel Rooms, excluding vacation ownership resort units; and (3) a minimum of 200,000 square feet of Retail, Dining and Entertainment Uses that are open to the public without the purchase of a theme park ticket and non-ticketed. Disney also agrees that it shall not request City approval to convert Paradise Pier/Pixar Place Hotel to vacation ownership resort units for a minimum of twenty (20) years from the Effective Date. 3.1.2 Initial Development Commitment for New Theme Park and Hotel Improvements. Disney agrees to proceed with and pursue to Completion (as defined in Section 1.19) by the Initial Development Commitment Completion Date, Qualified Theme Park and/or Lodging Improvements the Costs of which shall total no less than the Initial Development Investment Threshold. The Parties further agree that Disney shall pay the City Five Million U.S. Dollars ($5,000,000) no later than six (6) months after the Initial Development Commitment Completion Date if Disney has not by that time Completed (subject to verification pursuant to Section 3.1.2.2) Qualified Theme Park and/or Lodging Improvements the Costs of which equal or exceed the Excess Investment Threshold. The Parties further acknowledge that Disney is currently constructing and/or implementing certain Theme Park and Hotel projects pursuant to Development Agreement 96-01, all as more particularly identified in Section 1.67 above and Exhibit E hereto (“Current Projects”). The Parties agree that Disney’s commitment to construct Qualified Theme 5598767.1 28 Park and/or Lodging Improvements pursuant to this Section 3.1.2 is in addition to the Current Projects, and that the Current Projects do not qualify as Qualified Theme Park and/or Lodging Improvements in determining whether Disney has satisfied the Initial Development Investment Threshold required pursuant to this Section 3.1.2 or the Excess Investment Threshold. 3.1.2.1 Qualified Theme Park and/or Lodging Improvements Compliance with Project Approvals, Mitigation Measures and Conditions of Approval. In constructing any elements of the Project including Qualified Theme Park and/or Lodging Improvements, Disney shall comply with all Applicable Rules including without limitation the Project Approvals, Mitigation Measures and the Conditions of Approval. Disney agrees that the City has sufficient legal authority to adopt and to require Disney’s compliance with the Project Approvals including the Mitigation Measures and Conditions of Approval in connection with the Project and Disney agrees that it will not challenge the City’s right to adopt or to require Disney’s compliance with the Project Approvals including the Mitigation Measures and Conditions of Approval; provided, however, nothing herein shall limit or restrict Disney’s right to challenge any interpretation by the City of any Project Approvals including the Mitigation Measures and Conditions of Approval or the way or method the City directs the implementation of such Project Approvals including the Mitigation Measures and Conditions of Approval, provided such challenge shall be brought only through an action for declaratory relief, specific performance, or injunctive relief. 3.1.2.2 Costs Verification. No later than six (6) months after the Initial Development Commitment Completion Date, Disney shall submit to the City Manager an Accounting Opinion verifying that Disney or an Affiliate of Disney has in fact incurred Costs with respect to one or more Qualified Theme Park and/or Lodging Improvements (as defined in Section 1.21) and the amount of the incurred Costs. The City Manager or his/her designee shall have the authority on the City’s behalf to review and approve the Accounting Opinion, and to challenge whether certain amounts are properly qualified as “Costs” pursuant to this Agreement and/or reasonably require additional information related to the Accounting Opinion within thirty (30) 5598767.1 29 days from the date Disney provides the Accounting Opinion to the City. Approval by the City Manager shall not be unreasonably withheld, conditioned or denied. Any disapproval shall be in writing and shall state the reasons therefor and any request for follow up information. In the event of a partial approval, the City Manager’s (or designee’s) writing shall identify the item(s) and amount(s) approved and the item(s) and amount(s) disapproved. After any disapproval, Disney shall have the right to submit additional information in order to obtain an approval, in which case the City Manager’s (or designee’s) review and approval/disapproval shall be subject to the same procedures and deadlines as set forth above for the initial submittal. Disney shall be deemed to have satisfied its obligations and the condition set forth above when the City Manager (or designee) has approved Costs equal to or exceeding the Initial Development Investment Threshold or, as applicable, the Excess Investment Threshold. 3.1.2.3 Consideration for Excess Investment. The City recognizes the significant additional economic benefits that would accrue to the City if Disney were to invest in Qualified Theme Park and/or Lodging Improvements to a level beyond the Initial Development Investment Threshold. As such, the City agrees that if the Costs verification and approval process described in Section 3.1.2.2 above confirms that Disney has Completed Qualified Theme Park and/or Lodging Improvements on or before the Initial Development Commitment Completion Date and that the Costs of the Qualified Theme Park and/or Lodging Improvements equals or exceeds the Excess Investment Threshold, then the requirement of additional consideration set forth in the second sentence of Section 3.1.2 shall not apply. 3.1.3 Affordable Housing Payment. Disney shall pay in two installments a total of Thirty Million Dollars U.S. ($30,000,000) into a public trust established or specified by the City to be used to provide affordable housing residential units and housing affordability programs as determined by the City in its sole discretion (“Affordable Housing Payment”). Disney shall make the first payment of Fifteen Million Dollars U.S. ($15,000,000) to the City for payment into the designated public trust no later than one year after the Effective Date unless an Enforced Delay 5598767.1 30 event as set forth in Section 6.4 causes a delay in the Effective Date. Disney shall make the second payment of Fifteen Million Dollars U.S. ($15,000,000) to the City for payment into the designated public trust no later than five years after the Effective Date unless an Enforced Delay event as set forth in Section 6.4 causes a delay in the Effective Date. The City shall require that the designated public trust that receives funding from the Affordable Housing Payment, in exchange for receiving the Affordable Housing Payment funds, shall commit to using the funds to provide affordable housing residential units and housing affordability programs in the City, the details of which shall be determined by the City in its sole discretion within the legal constraints of the designated public trust. The City and Disney acknowledge that the Anaheim Housing Authority may ultimately manage, administer and/or expend the funds from the Affordable Housing Payment in accordance with the designated public trust’s purposes, and agree that such a role is not inconsistent with the Parties’ intent herein. 3.1.4 Park Improvement Payment. Disney shall pay the City Eight Million Dollars U.S. ($8,000,000) to be used for park improvements outside of The Anaheim Resort as determined by the City in its sole discretion (Park Improvement Payment”). Disney shall pay the Park Improvement Payment to the City no later than one year after the Effective Date. 3.1.5 Future Vacation Ownership Resorts; Agreements Concerning Payments In- Lieu of Transient Occupancy Tax and ATID. Recognizing that the Anaheim Municipal Code requires an agreement for each discrete vacation ownership resort project developed in the City relating to the payment of in-lieu transient occupancy taxes (“TOT”), this Section shall be used to guide preparation of each such agreement required for any development by Disney or its affiliates of projects containing its branded vacation ownership resorts, commonly known as Disney Vacation Club (“DVC”). In general, the form of the October 6, 2020 Transient Occupancy Tax Agreement for DVC at Disneyland Hotel including the TOT rate escalation provision set forth therein will be used for any new DVC project in the Anaheim Resort (each, a “DVC Project”) initiated after the approval of this Development Agreement; provided, however, that said 5598767.1 31 agreement shall be tailored to the new DVC Project in its basics and with additional changes made to the Agreement as described more fully in Exhibit L to this Agreement in order to effectuate the Parties’ intent that the in-lieu TOT paid to the City for all future DVC projects approximate economic parity with the market rates and associated TOT paid for that project’s comparable Hotel rooms (in each case and as determined according to the process described in Exhibit L, the DVC Project’s “Comp Set”) to the full extent feasible throughout the Term of that DVC Project’s TOT agreement. In addition, Disney agrees that in the event that the City seeks to modify the bylaws and/or other formation documents of the Anaheim Tourism Improvement District (“ATID”) or any successor agency serving the same or a similar purpose as ATID, in order to apply the existing ATID assessment to all newly constructed vacation ownership resort units including any newly constructed DVC units within the current or future ATID or successor agency boundary on a prospective basis, Disney agrees to vote in favor of such a modification to the ATID or Successor Agency documents; provided, however, that nothing in this Agreement shall be construed as a requirement for Disney to vote to approve a higher ATID assessment than the existing two percent (2%) of hotel room “rent” (as defined in Anaheim Municipal Code Section 2.12.005.140). 3.1.6 Katella Sewer Deficiency Related Improvements. Disney shall pay the City Ten Million Dollars U.S. ($10,000,000) (“Sewer Cost Obligation”), for the design, engineering, right of way, construction and construction management costs including reasonable contingencies (for purposes of this Section 3.1.6 only, “Costs”) of improvements to the City’s sewer system in Katella Avenue between Harbor Boulevard and Ninth Street that the City determines are necessary to adequately address the deficiency therein which is modeled and identified in the City of Anaheim DisneylandForward Sewer Study (Psomas 2023b) prepared for DisneylandForward and included as Appendix L-2 of the FEIR (“Katella Sewer Improvements”). Disney shall pay the City Disney’s share of the Katella Sewer Improvements Costs as follows: 5598767.1 32 3.1.6.1 Timing of Sewer Payment. Disney shall pay the Sewer Cost Obligation on the later of (a) the first anniversary of the Effective Date, or (b) 60 days after the City opens bids for the Katella Sewer Improvements project and notifies Disney in writing that City staff will recommend that the City Council approve the contract for the Katella Sewer Improvements project. 3.1.6.2 Project Timing. The City will take reasonable actions to complete the design and engineering of the Katella Sewer Improvement project within two (2) years after the Effective Date and will thereafter take reasonable actions to procure a contractor and complete the Katella Sewer Improvement project within four (4) years after the Effective Date. 3.1.6.3 Fair Share Satisfaction. Disney’s timely payment of the Sewer Cost Obligation shall constitute Disney’s fair share participation in the Katella Sewer Improvements and shall relieve Disney from any additional and/or future payment towards the Katella Sewer Improvements Project. 3.1.6.4 Mitigation Measures. Nothing in the foregoing provisions of this Section 3.1.6 (including the Sewer Cost Obligation with respect to the Katella Sewer Improvements) shall affect or limit Disney’s obligation to implement and fund FEIR Mitigation Measures UTIL-8, UTIL-9, UTIL-10 and UTIL-11, which set forth additional sewer-related measures required for specific types and locations of potential Project development, all as more particularly specified therein. 5598767.1 33 3.1.7 Fire Operations Agreement and Improvements. 3.1.7.1 General. No later than thirty (30) calendar days after the Effective Date, Disney and the City shall enter into a Fire Operations Agreement (“FOA”) providing for the following, along with any other matters the Parties deem pertinent to such an agreement: 1) The details relating to Disney’s requirement to reimburse the City for the City’s provision of fire services and associated facilities and equipment at The Disneyland Resort, including audit and reconciliation procedures. 2) The process by which Disney and the City will determine the location and other specifics of the fire substation required to be constructed pursuant to FEIR Mitigation Measure PS-14. 3) The process by which Disney and the City will identify and provide for additional fire service needs during the Term (reimbursed by Disney when City-provided) as the Project is developed, including thresholds for the assignment of additional fire personnel. 4) The process by which the City’s Fire Chief and the Disneyland Resort’s chief safety and security officer (or their respective designees) will regularly meet and confer on matters of staffing, scheduling and equipment, and will meet and confer before the additions of major Theme Park attractions and/or material increases in building inventory on Disney Property to discuss augmented fire department plan review and inspection staffing needs. Following execution of the FOA, a FOA shall be in effect at all times during the Term. The Parties agree that the FOA approved by the City on [Insert Date], 2024, satisfies the foregoing requirement for the FOA agreement that must be executed within thirty (30) days of the Effective Date. Disney and City agree that the FOA can be modified during the Term at the request of either Party and upon mutual consent by the Parties. The City Manager or designee shall be authorized to sign FOA amendments on the City’s behalf, or the City Manager may refer an FOA amendment to the City Council for consideration and action. 3.1.7.2 FOA Amendments; Dispute Resolution. If either Party desires an amendment or modification to a material term of the FOA, such Party shall notify the other Party 5598767.1 34 in writing. After receipt of such notice, the Parties shall meet and confer on said amendment or modification and use best efforts to negotiate a mutually agreeable amendment or modification. If, despite the Parties’ best efforts, the Parties are unable to reach agreement on an amendment or modification to the FOA within six (6) months from the date of the notice, either Party may invoke the resolution process outlined below by serving written notice on the other Party: 1) City’s Fire Chief and the Disneyland Resort’s chief safety and security officer shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the amendment or modification. If the Parties have not reached agreement after this initial period, then the issue will be elevated to the Deputy City Manager and the Disneyland Resort Senior Vice President of Operations. 2) The Deputy City Manager and the Disneyland Resort Senior Vice President of Operations shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the amendment or modification. If the Parties have not reached agreement after this period, then the issue will be elevated to the City Manager and the Disneyland Resort President. 3) The City Manager and the Disneyland Resort President shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the amendment or modification. If the Parties have not reached agreement after this period, then each Party shall submit their best and final position in writing to the other Party. Either Party may, but is not obligated to, accept the best and final offer from the other party. During the pendency of the resolution process outlined above, the unmodified or unamended terms of the FOA shall remain in full force and effect. 3.1.7.3 Fire Substation. Disney shall construct and maintain a Fire Substation in the Theme Park District in accordance with the specified criteria and milestone timing requirements in the FOA and FEIR Mitigation Measure PS-14. The Parties intend and agree that, in addition to facilitating implementation of FEIR Mitigation Measure PS-14 relating to a 5598767.1 35 new fire substation, the FOA will constitute an alternative financing arrangement within the meaning of FEIR Mitigation Measure PS-1 and will satisfy the requirements of FEIR Mitigation Measure PS-7 relating to Fire Department operations and community risk reduction staff needs. 3.1.8 Police Operations Agreement and Improvements. 3.1.8.1 General. No later than thirty (30) calendar days after the Effective Date, Disney and the City shall enter into a Police Operations Agreement (“POA”) providing for the following, along with any other matters the Parties deem pertinent to such an agreement: 1) The details relating to Disney’s requirement to reimburse the City for the City’s provision of police services and associated facilities and equipment at The Disneyland Resort, including audit and reconciliation procedures; 2) The process by which Disney and the City will determine the location and other specifics of the police substation required to be constructed pursuant to FEIR Mitigation Measure PS- 24, and the satellite police office required to be constructed pursuant to FEIR Mitigation Measure PS-25; 3) The process by which Disney and the City will identify and provide for additional police service needs during the Term (reimbursed by Disney when City-provided) as the Project is developed, including thresholds for the assignment of additional officers; and 4) The process by which the City’s Police Chief and Disney’s chief safety and security officer (or their respective designees) will regularly meet and confer on matters of staffing, scheduling and equipment. Following execution of the POA, a POA shall be in effect at all times during the Term. The Parties agree that the POA approved on [Insert Date], 2024, satisfies the foregoing requirement for the POA agreement that must be executed within thirty (30) days of the Effective Date. Disney and 5598767.1 36 City agree that the POA can be modified during the Term at the request of either Party and upon mutual consent by the Parties. The City Manager or designee shall be authorized to sign POA amendments on the City’s behalf, or the City Manager may refer a POA amendment to the City Council for consideration and action. 3.1.8.2 POA Amendments; Dispute Resolution. If either Party desires an amendment or modification to a material term of the POA, such Party shall notify the other Party in writing. After receipt of such notice, the Parties shall meet and confer on said amendment or modification and use best efforts to negotiate a mutually agreeable amendment or modification. If, despite the Parties’ best efforts, the Parties are unable to reach agreement on an amendment or modification to the POA within six (6) months from the date of the notice, either Party may invoke the resolution process outlined below by serving written notice on the other Party: 1) City’s Police Chief and the Disneyland Resort’s chief safety and security officer shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the amendment or modification. If the Parties have not reached agreement after this initial period, then the issue will be elevated to the Deputy City Manager and the Disneyland Resort Senior Vice President of Operations. 2) The Deputy City Manager and the Disneyland Resort Senior Vice President of Operations shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the amendment or modification. If the Parties have not reached agreement after this period, then the issue will be elevated to the City Manager and the Disneyland Resort President. 3) The City Manager and the Disneyland Resort President shall engage in a meet and confer process over a period of two (2) weeks and use best efforts to reach agreement on the 5598767.1 37 amendment or modification. If the Parties have not reached agreement after this period, then each Party shall submit their best and final position in writing to the other Party. Either Party may, but is not obligated to, accept the best and final offer from the other Party. During the pendency of the resolution process outlined above, the unmodified or unamended terms of the POA shall remain in full force and effect. Notwithstanding the foregoing, if, in the determination of the City’s Police Chief, an amendment or modification to the POA is necessary to address an immediate, exigent circumstance or an immediate, significant threat to public safety and the Parties cannot agree on the substance of the amendment or modification, then the Police Chief may bypass the preliminary steps of the dispute resolution process outlined above and seek immediate review by the City Manager and the Disneyland Resort President pursuant to subsection (3) above. The Police Chief may elect to expend resources to address the immediate exigent circumstance or immediate, significant threat to public safety during the pendency of the process outlined in subsection (2); in which case, any final determination will be retroactive to the day that the City expended resources to address the immediate exigent circumstance or immediate, significant threat to public safety. 3.1.8.3 Police Substation. Disney shall construct and maintain a Police Substation in the Theme Park District and a Police Satellite Office in the Southeast District or the Theme Park East Overlay in accordance with the specified criteria and milestone timing requirements in the POA and FEIR Mitigation Measure PS-24 and Mitigation Measure PS-25. The Parties intend and agree that, in addition to facilitating implementation of FEIR Mitigation Measure PS-24 relating to a new police substation and Mitigation Measure PS-25 relating to a new police satellite office, the POA will constitute an alternative financing arrangement within the meaning of FEIR Mitigation Measure PS-16, and will satisfy the requirements of FEIR Mitigation Measure PS-18 relating to police funding and equipment needs. 5598767.1 38 3.1.9 Current and Future Right-of-Way Abandonment and Vacation. 3.1.9.1 Consideration. As consideration for the City taking all required legal actions: (1) to vacate the existing roadways identified as Magic Way from Walnut Avenue to Disneyland Drive as shown on Exhibit M (the “Magic Way Road Segment”), a portion of Clementine Street south of Katella Avenue as shown on Exhibit M (the “Clementine Stub Road Segment”) and Hotel Way north of Disney Way as shown on Exhibit M (the “Hotel Way Road Segment” and, together with the Magic Way Road Segment and the Clementine Stub Road Segment, the “Existing Road Segments”) and (2) to abandon and remove from the City’s General Plan Circulation Element the portions of Gene Autry Way between Harbor Boulevard and Haster Street (the “Gene Autry Segment”) and Clementine Street between Katella Avenue and Orangewood Avenue as shown on Exhibit N (collectively in this clause (2), the “Mapped Road Segments”), Disney shall pay to the City Forty Million U.S. Dollars ($40,000,000) as provided in Section 3.1.9.3. The Parties have agreed to this amount as the aggregate values (each, an “Appraised Value”) of the vacation of the Existing Road Segments and for the abandonment and removal of the Mapped Road Segments based on the appraisal prepared by CBRE Valuation and Advisory Services with a Date of Value of July 5, 2023 (“2023 Appraisal”). 3.1.9.2 Process and Timing; Reservation of Easements. (A) Existing Road Segments. Disney may apply for the vacation and abandonment of the public rights-of-way in any or all Existing Road Segments at any time within twenty (20) years after the Effective Date, and may request the abandonment of the individual Existing Road Segments separately or at the same time in Disney’s sole discretion (each such fully complete application, an “Abandonment Application”); provided, however, that Disney may not submit an Abandonment Application for the Magic Way Road Segment until the public bonds 5598767.1 39 which are the subject of the Finance Agreement have been fully retired and/or have reached their maturity date. The City shall, not later than 120 days after the submittal of an Abandonment Application, prepare all necessary documents to effectuate the vacations and abandonments of the applicable Existing Road Segment. Disney and the City shall cooperate regarding compliance with and completion of any required statutory procedures and/or requirements necessary to effectuate the abandonments. The Parties agree that City will first consider, on a schedule determined by the City, and adopt a Resolution of Intention to Abandon or Vacate the Existing Road Segments setting a date for a hearing on which the City Council will consider the final version of the Resolution to Abandon or Vacate the Existing Road Segments and then the City will consider the actual resolutions to abandon or vacate the Existing Road Segments. The resolution(s) to abandon or vacate will include a condition pursuant to which the City will activate the vacation or abandonment through recording the abandonment or vacation document only upon the notice from Disney as referenced hereinabove. Additionally, the Parties agree that any street vacation shall reserve for the City utility easement(s) for any utilities currently in place within the Existing Road Segment being vacated by the City; provided, however, that with respect to the Magic Way Road Segment only, Disney may, at its sole cost and upon approval by the City Manager or designee, (i) relocate the existing sewer and water utility lines within the Magic Way Road Segment to another location approved by the City Manager or designee (which may but need not be within the Magic Way Road Segment), provided that Disney prepares and offers for dedication to the City a new public utility easement for the relocated sewer and water lines in form acceptable to the City Attorney, and (ii) maintain as a public pedestrian right-of-way/parkway the east-west sidewalks currently located on the Magic Way Road Segment, either in their current form or in another configuration consistent with the DRSP and approved by the City Manager or designee, 5598767.1 40 provided that Disney prepares and offers for dedication to the City a new public right-of-way easement for the pedestrian parkway in form acceptable to the City Attorney, and provided further that Disney agrees to be assessed for purposes of the Anaheim Resort Maintenance District (“ARMD”) on the basis of the frontage along both sides of said pedestrian parkway, thus maintaining the same frontage along the Magic Way Road Segment with respect to ARMD assessment as existed before the City’s abandonment of the road right-of-way. With respect to clause (ii), the Parties acknowledge that the DRSP requires a non-ticketed pedestrian access point into The Disneyland Resort from Walnut Street at or near its current intersection with the Magic Way Road Segment as the entry to an east-west pedestrian route, regardless of whether that access and the associated east-west pedestrian route remains public or is privately maintained by Disney. If Disney does not elect to have the pedestrian parkway along the Magic Way Road Segment (or if, under the Applicable Rules, Disney proposes and City Manager-approves a substitute) remain as a public right-of-way which is maintained by ARMD, then the consideration paid to the City for the Magic Way Road Segment shall also include an amount reasonably determined to compensate the City for removal of the Magic Way Road Segment from ARMD’s scope and the loss of the associated assessment, based on actual linear footage and costs, which amount and payment terms shall be determined by the City Manager/designee and Disney at the time and thereafter the ARMD shall have no maintenance responsibility for the pedestrian parkway. The Parties shall cooperate to provide the Orange County Tax Assessor with any documentation it may require regarding said matters. (B) Mapped Road Segments. Disney and the City shall cooperate and prepare any exhibits necessary to request and/or receive Orange County Transportation Authority (OCTA) approval of an amendment to the Master Plan of Arterial Highways (MPAH) to reflect the removal 5598767.1 41 of the Mapped Road Segments, which the Parties agree OCTA considered and conditionally approved on [Insert Date], 2024. The application also included the request for reclassification of Disney Way between Anaheim Boulevard and Harbor Boulevard from a six-lane Major Arterial to a four-lane Primary Arterial, which request OCTA also considered and conditionally approved on [Insert Date], 2024. In the event that the approval granted by OCTA on [Insert Date], 2024 expires, Disney and the City shall further cooperate and prepare any exhibits necessary to request and/or receive Orange County Transportation Authority (OCTA) approval of an amendment to the Master Plan of Arterial Highways (MPAH) to reflect the removal of the Mapped Road Segments. 3.1.9.3 Consideration and Use of Proceeds. (A) Existing Road Segments. The Appraised Value attributable to each Existing Road Segment shall be paid by Disney to the City by the date which is five (5) business days prior to the date on which the resolution approving the street abandonment or vacation is recorded by the City as set forth in Section 3.1.9.2. (B) Mapped Road Segments. (1) Use of Funds for East-West Connector. The City shall use the funds attributable to the Appraised Value paid by Disney for the abandonment and removal of the Mapped Road Segments, including any associated increase paid pursuant to Section 3.1.9.4, for transportation improvements, as determined by the City in its sole discretion. The Parties agree that this payment and amount fulfills and is deemed full satisfaction of any obligation of Disney to contribute financially to the construction and/or operation of any East-West Connector, i.e., an enhanced transportation connection between the Anaheim Resort and the Anaheim Regional Transportation Intermodal Center, that the City may determine to pursue, other than Disney’s obligations under Section 3.1.12 below. 5598767.1 42 (2) Timing. Disney shall pay the Appraised Value attributable to the Mapped Road Segments to the City at the earlier of: (i) prior to City issuance of the final Building and Zoning Inspection for cumulative development representing at least 10,000 square feet in the Southeast District and/or the Theme Park East Overlay, (ii) ninety (90) days after the City’s Director of Public Works notifies Disney that such funds are required for a bona fide use, including but not limited to matching funds for a grant, needed to execute an East-West Connector that the City has elected to pursue or for traffic improvements, as determined by the City, that are necessary to offset the loss of Mapped Road Segment, which notice may be given no earlier than June 1, 2027, and (iii) an earlier date of Disney’s choosing following the Effective Date and OCTA’s approval of the MPAH amendment removing the Mapped Road Segments; provided, however that Disney shall pay the Appraised Value attributable to the Mapped Road Segments to the City no later than twenty (20) years after the Effective Date. 3.1.9.4 Future Update of Appraised Values. The Parties have agreed to the values of the vacation of the Existing Road Segments and for the abandonment and removal of the Mapped Road Segments based on the 2023 Appraisal. If the street vacations and planned abandonments of the Existing Road Segments and Mapped Road Segments, respectively, are not completed within ten years from the Effective Date or Disney has not yet made the payments described in Section 3.1.9.1 at that time, then Disney shall cause the 2023 Appraisal to be updated (“Updated Appraisal”) in consultation with and upon approval of the City, using appraisal instructions jointly agreed to by the City and Disney. Thereafter, Disney shall pay the City the greater of the amounts established in the 2023 Appraisal or the Updated Appraisal before the applicable Existing Road Segments are vacated and/or before the abandonment of the Mapped Road Segments becomes effective. 5598767.1 43 3.1.10 Assurances Regarding Potential City Pedestrian Bridges. 3.1.10.1 General. As noted in the FEIR, the City is currently reviewing the feasibility of constructing additional pedestrian bridges in The Anaheim Resort (collectively, “Potential City Pedestrian Bridges”), the details of which are not yet known sufficiently to allow for the completion of “meaningful environmental assessment,” such that undertaking environmental review at this time would be premature under State CEQA Guidelines section 15004. Accordingly, the Project does not bind or commit the City to any definite course of action with regard to the Potential City Pedestrian Bridges and approval of the Project would not constitute the approval of the Potential City Pedestrian Bridges. Any consideration by the City of future actions allowing for the Potential City Pedestrian Bridges is contingent upon completion of environmental review under CEQA, as permitted by State CEQA Guidelines section 15004(b). Notwithstanding the preliminary stages of planning for the Potential City Pedestrian Bridges, the City wishes to secure, and Disney wishes to provide, assurances regarding Disney’s future cooperation with the City regarding any development of the Potential City Pedestrian Bridges that the City may elect to pursue. 3.1.10.2 Cooperation re Bridge Landings. If during the Term the City elects to pursue one or more of the Potential City Pedestrian Bridges within the areas identified as (1) over Katella Avenue between Disneyland Drive and Harbor Boulevard (in the vicinity of the Anaheim Convention Center), (2) over Harbor Boulevard near Convention Way, (3) over Katella Avenue near Clementine Street, and (4) over Disney Way between Harbor Boulevard and Clementine Street, the design of which would require dedication of Disney Property (e.g., for footings, landing areas, pedestrian paths and/or encroachments), then the following actions will occur: (1) The City and Disney will meet and confer during the conceptual design process for each Potential City Pedestrian Bridge the City elects to pursue to identify the specific locations for each pedestrian bridge landing; 5598767.1 44 (2) If the Parties cannot mutually agree to the easement areas, the City shall be authorized to make the final location decision provided that the selected locations (a) do not require removal of existing structures, (b) do not interfere with access to or from a parking structure in the DRSP Parking District East Parking Area or adjacent ARSP Parking Overlay, and (c) do not require Disney to relocate existing underground utilities (unless the City agrees to relocate the utilities at its sole expense). (3) Disney shall, not later than ninety (90) days after the City provides Disney with draft conceptual plans thereof, prepare and submit to the City for review and approval draft easements and temporary construction easements (including draft legal descriptions and related diagrams), all in form satisfactory to the City Attorney, conveying to the City easements to construct, operate, and maintain said bridges; provided, however, that (i) the City shall submit such notices and plans for no more than four Potential City Pedestrian Bridges in total, and (ii) the total amount of Disney Property required to accommodate each bridge shall not exceed One Thousand (1,000) square feet per bridge landing. Following City approval of the form of draft easements, Disney shall promptly submit the final executed offers of easement dedication to the City, which offers the City shall then promptly accept and record. 3.1.10.3 Cooperation re ATID Funding. In addition, Disney shall, in its capacity as a member of the Transportation Committee of the Anaheim Tourism Improvement District (ATID) or any successor agency serving the same or a similar purpose as ATID, vote in favor of allocating ATID or successor agency funding for the construction of any Potential City Pedestrian Bridge the City elects to pursue; provided, however, that nothing in this Agreement shall be construed as a requirement for Disney to vote to approve a higher ATID assessment than the existing two percent 2%) of hotel room “rent” (as defined in Anaheim Municipal Code Section 2.12.005.140). 5598767.1 45 3.1.11 Bicycle Facilities. In 2017, subsequent to the approval of Development Agreement No. 96-01, the City adopted a Bicycle Master Plan to close gaps in the existing bicycle network, provide new bicycle connections between key points, and maximize implementation of new bicycle lanes. As part of DisneylandForward, Disney shall design, install and dedicate to the City the following bicycle facilities within The Anaheim Resort: 3.1.11.1 Walnut Street. The Bicycle Master Plan provides for a Class II Bike Lane within the street right-of-way along Walnut Street between Ball Road and Katella Avenue. As part of DisneylandForward, prior to the earlier of: (1) abandonment of Magic Way and/or closure of the western end of Magic Way to public vehicular traffic; or (2) the date which is ten (10) years after the Effective Date of the Development Agreement for the DisneylandForward; or (3) the final Building and Zoning Inspection for cumulative development of at least 10,000 square feet in the southwestern portion of the Theme Park District south of Pixar Place and west of the Pixar Place Hotel parking structure, Disney shall design, install and dedicate to the City (by right of way easement in form acceptable to the City Attorney) a Class I Bike Path as more particularly described in the FEIR and the DRSP, on the east side of Walnut Street between the northernmost point of the Disney Property along Walnut Street to Katella Avenue. Additionally, Disney shall design, and the City shall install at Disney’s expense the section of this Class I Bike Path extending from the northernmost point of the Disney Property along Walnut Street, north to Ball Road. The City agrees that this proposed Class I Bike Path along Walnut Street will improve the existing on- street bicycle lane and satisfy the Bicycle Master Plan’s provisions for improvement thereof. The conceptual design and the final construction plans will be subject to review and approval by the City’s Public Works Director or designee. 5598767.1 46 3.1.11.2 Clementine Street/Disney Way. The Bicycle Master Plan provides for a Class I Bike Path on Southern California Edison (SCE) and California Department of Transportation (Caltrans) property along Disney Way between Anaheim Boulevard and Harbor Boulevard. As part of DisneylandForward, Disney shall take the following actions in conjunction with construction of a parking structure or transportation facility, whichever is developed earlier, within the DRSP Parking District East Parking Area and/or the ARSP Parking Overlay north of the DRSP Parking District East Parking Area: (A) Disney shall design, install and dedicate to the City (by right of way easement in form acceptable to the City Attorney) a Class I Bike Path as more particularly described in the FEIR and the DRSP on the west side of Clementine Street north of Disney Way between Alro Way and Disney Way. (B) Disney shall design and install a Class I Bike Path as more particularly described in the FEIR and the DRSP on the north side of Disney Way between Anaheim Boulevard and Clementine Street. The portion of this Class I Bike Path between Anaheim Boulevard and the I-5 southbound off-ramp is proposed on land owned by the California Department of Transportation (Caltrans), and the portion of this Class I Bike Path between the I-5 southbound off-ramp and Clementine Street is proposed on land owned by SCE. The City has granted SCE a non-exclusive electric utility franchise that facilitates and allows construction of bike paths within SCE property in the City. Disney and the City agree to work with one another and with Caltrans and SCE to obtain their approvals to install the Class I Bike Path over Caltrans’s and SCE’s property, respectively. If Caltrans does not approve installation of the Class I Bike Path over its property within the time needed (as 5598767.1 47 determined by Disney in its sole discretion) to allow Disney to incorporate said installation in Disney’s construction of the parking structure and/or transportation facility described above, then Disney may elect to pay to the City the estimated cost (determined by the City Manager or designee) of installing the Class I Bike Path over Caltrans’s property, and said payment, once received by the City, shall be deemed full satisfaction of Disney’s obligations with respect to the Class I Bike Path on Caltrans’s property. 3.1.12 East-West Connector Project Operation and Maintenance Funding by ATID. During the Term, Disney, in its role and capacity as a voting member of ATID or any successor agency serving the same or a similar purpose as ATID, agrees not to oppose use of ATID (or successor agency) funds for operation and maintenance costs of any East-West Connector Project that may be constructed by the City. 3.1.13 Staffing Reimbursement and Enhanced Services Agreement. Disney anticipates a significant increase in building permit activity over the next several years associated with DisneylandForward projects as well as on-going maintenance and improvement projects. Disney and City agree: (1) that the significant increase in building permits associated with DisneylandForward projects, as well as on-going maintenance and improvement projects, will require substantial City staff time (from Planning, Building, Public Works, Public Utilities and Fire Prevention) for review and processing of plans, inspections, and to ensure compliance with mitigation measures, conditions of approval and the Applicable Rules including this Agreement, and (2) Disney and City agree that the City’s expeditious and timely processing of plans, permits, and inspections, etc., associated with DisneylandForward projects and on-going maintenance and improvement projects are advantageous to Disney and City as the construction and operation of said projects benefit the local economy and increase revenues to the City. To provide for the expeditious and timely processing of plans, permits, and inspections, etc. associated with 5598767.1 48 DisneylandForward and on-going maintenance and improvement projects, Disney and the City agree that they will enter into a Staffing Reimbursement and Enhanced Services Agreement. The Parties agree that the Staffing Reimbursement and Enhanced Services Agreement shall be used for City-provided supplemental staffing services (from Planning, Building, Public Works, Public Utilities and Fire Prevention) related to DisneylandForward projects including new theme park attractions, new hotels or vacation resort projects, commercial development, and parking structures, as well as anticipated maintenance and improvement projects. The Parties further agree the term and commitment for the Staffing Reimbursement and Enhanced Services Agreement shall be at least five (5) years at all times (i.e. extended each year by an additional year), shall provide for full cost-recovery for the supplemental staffing and enhanced services provided during the term of the agreement, and shall state intended performance metrics. The Staffing Reimbursement and Enhanced Services Agreement will also include a provision that requires Disney to make a minimum annual payment for the supplemental staffing and enhanced services subject to a credit against the following year minimum annual payment for City adopted development processing fees, plan check fees, inspection fees and permit fees paid by Disney for the projects processed in the prior year. The Staffing Reimbursement and Enhanced Services Agreement will include a provision that City-adopted development processing fees, plan check fees, inspection fees and permit fees shall be calculated and paid by Disney at a rate two (2) times the adopted fees. The form of the Staffing Reimbursement and Enhanced Services Agreement shall be prepared by the City in consultation with Disney’s Vice-President of Facility Management (or designee) and counsel and shall subject to approval as to content by the City Manager and approval as to form by the City Attorney. The City Manager is authorized to sign the Staffing Reimbursement and Enhanced Services Agreement on behalf of the City. 3.1.14 Phasing of Remaining Development. The Parties acknowledge that Disney cannot at this time predict specific phases of additional development, when such phases will occur, or the rate at which additional phases of the Project will be developed. Such decisions 5598767.1 49 depend upon numerous factors which are not all within the control of Disney, such as market orientation and demand, interest rates and competition. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development permitted a later adopted initiative to restrict the timing of development and to control the parties’ agreement, it is the intent of Disney and the City to hereby acknowledge and provide for the right of Disney to develop the remaining portions of the Project in such order and at such rate and times as Disney deems appropriate within the exercise of its sole and subjective business judgment. The City acknowledges that such a right is consistent with the intent, purpose and understanding of the Parties to this Agreement. Except as required in Section 3.1.2, Disney shall use its best efforts, in accordance with its own business judgment and taking into consideration market conditions and other economic factors influencing its business decision, to commence or to continue development, and to develop the remaining portions of the Project in accordance with the provisions and conditions of this Agreement and with the Applicable Rules and subject to the Reserved Powers. 3.1.15 Right(s)-of-Way Acquisition and Dedication. Pursuant to Development Agreement No. 96-01, since October 1996, Disney has made numerous irrevocable offers to dedicate Right(s)-of-Way which Disney or an Affiliate of Disney owned and which were required to implement mitigation measures or conditions of approval required for The Disneyland Resort Project. Disney agrees to make and to cause any Affiliate of Disney to make irrevocable offers to dedicate, at no cost to the City, any Right(s)-of-Way that Disney or an Affiliate of Disney owns as of the Effective Date, and which are required to implement any Mitigation Measures or Conditions of Approval. In the event Disney has leased property as of the Effective Date which is required for Right(s)-of-Way, Disney will make irrevocable offers to dedicate such Right(s)-of-Way for implementation of Mitigation Measures or Conditions of Approval or, if not otherwise required by the Mitigation Measures or Conditions of Approval, for the expansion of the Katella Smart Street 5598767.1 50 to an ultimate eight (8) lane capacity to the extent permitted by such leases and the buildout of West Street/Disneyland Drive, Harbor Boulevard and Walnut Street to their General Plan Circulation Element Ultimate width. The Right(s)-of-Way shall be dedicated by Disney to the City when such Right(s)-of-Way are necessary for the construction of any applicable Mitigation Measures or implementation of the required Conditions of Approval or otherwise when reasonably requested by the City. To the extent the terms of any lease affecting any Right(s)-of-Way leased by Disney prohibit a dedication by Disney of Right(s)-of-Way otherwise required to be dedicated by Disney under this Section, Disney hereby waives any rights to compensation that Disney may otherwise have in the event that the City or the Authority acquires any portion of the leasehold interest through exercise of eminent domain. Any exercise of eminent domain by the City is subject to the approval of a Resolution of Necessity, which action remains within the City’s sole discretion. This Section 3.1.15 is not in limitation of any other dedication obligation Disney may otherwise have under Applicable Rules or the Finance Agreement. 3.1.16 Employment. Pursuant to Development Agreement No. 96-01, Disney has since October 1996 created and implemented an Anaheim jobs program to communicate notice of Disney job opportunities to Anaheim residents and to recruit Anaheim residents. Disney agrees to continue to implement an Anaheim jobs program for these same purposes throughout the Term. This jobs program shall include a listing of all available jobs related to the Project posted on one or more publicly accessible platforms including at least one digital/online platform, and a focused recruitment program targeted to Anaheim residents. Throughout the Term, the City may submit comments on the jobs program to Disney and Disney shall in good faith take into consideration such comments on the jobs program and make such revisions to the program as are reasonably appropriate in Disney’s discretion. The City and Disney recognize the jobs program will change over the Term to address changes in workforce needs, communication methods, and technology, among other things. However, as an example of the expected quality level of the jobs program, 5598767.1 51 Disney’s 2023 annual jobs program report submitted to the City pursuant to Development Agreement No. 96-01 is attached hereto as Exhibit O. 3.1.17 Project Quality. The Project shall be comparable in quality to destination resort projects developed, owned and/or licensed by Disney or The Walt Disney Company as of the Effective Date. 3.1.18 Landscaping and Lighting District. Pursuant to Development Agreement No. 96-01, since October 1996, Disney has cooperated in the formation and ongoing operation of a Landscaping and Lighting District for The Anaheim Resort, which is called the Anaheim Resort Maintenance District. Disney shall continue to cooperate in the ongoing operation of the Anaheim Resort Maintenance District throughout the Term of this Agreement provided the burden imposed on Disney by the Anaheim Resort Maintenance District is based upon the linear footage benefitted, or such other method as agreed to by Disney and the City. Disney shall have the right to contest the formation of any new Landscaping and Lighting District. 3.1.19 Sales Tax on Construction Materials. Disney and the City will work together in good faith to ensure that contracts with general contractors for the DisneylandForward Project and the Public Improvements include a clause which identifies the City as the point of sale for purchases of materials, fixtures, machinery, equipment and supplies during the Construction Period, as long as such provision causes no material increased costs (other than application of the sales tax rate applicable to the City, to the extent the City’s rate exceeds that which might otherwise be applicable) to Disney for such purposes. Purchases made directly by Disney for the DisneylandForward Project shall be made for resale to enable Disney to ensure that the appropriate sales tax is paid to the City. Nothing in this provision shall modify the obligations or procedures set forth in the Finance Agreement. 3.1.20 Reimbursement for City Provided Traffic Control Services. Within sixty (60) days of the Effective Date, Disney shall record a covenant against the Property in a form approved by the City Attorney’s Office that requires Disney to reimburse the City for the hourly rates (fully 5598767.1 52 burdened) for costs associated with the use of Police Department employees including police officers, police sergeants, full-time traffic controllers, part-time traffic controllers, traffic control supervisor(s), traffic control assistants (TCA’s); and/or Public Works Traffic Management Center staff that may be needed on-site before, during and after an event for traffic control on or related to public streets. City shall provide all appropriate information to document City’s actual costs 3.2 Agreement and Assurances on the Part of the City. In consideration for Disney entering into this Agreement, and as an inducement for Disney to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the premises, purposes and intentions set forth in Section 3 of this Agreement, the City hereby agrees during the Term as follows: 3.2.1 Entitlement to Develop. 3.2.1.1 Project Entitlement. Disney has the vested right to develop the Project subject to the terms and conditions of this Agreement, the Applicable Rules and the Reserved Powers. 3.2.1.2 Reserved. 3.2.1.3 Right to Rebuild or Replace. Disney’s vested rights under this Agreement shall include, without limitation, the right to remodel, renovate, rehabilitate, rebuild or replace the Project or any portion thereof including without limitation Disneyland and Disney California Adventure throughout the applicable Term for any reason including without limitation, in the event of damage, destruction or obsolescence of the Project or any portion thereof, subject to the Applicable Rules and Reserved Powers. To the extent that all or any portion of the Project is remodeled, renovated, rehabilitated, rebuilt or replaced, Disney may locate that portion of the Project on any Disney Property subject to the requirements of the DRSP, the ARSP, the Applicable Rules, and Reserved Powers. Notwithstanding anything to the contrary herein, such remodeled, renovated, rehabilitated, rebuilt or replaced Project or portion thereof is not subject, under the terms of this Agreement, to any limitation on Fees. Notwithstanding the foregoing, Disney 5598767.1 53 reserves the right to protest or object to any Fees charged on any remodeled, renovated, rehabilitated, rebuilt or replaced Project or portion thereof based upon its rights under the then applicable law. 3.2.1.4 C-R Overlay/District Anaheim Garden Walk Overlay. Nothing in this Agreement shall vest any rights in Disney pursuant to those specific provisions of the DRSP relating to C-R Overlay (Section 18.114.100), Anaheim Garden Walk Overlay (Section 18.114.105), and Land Use and Site Development Standards - District A (Section 18.114.095) or any other provision of the DRSP which relate to or implement these specific zone designations. 3.2.1.5 Encroachment Licenses for Bridges. In accordance with AMC Chapter 12.02, the City Council hereby authorizes the City’s Public Works Director to issue encroachment licenses for pedestrian bridges over Harbor Boulevard between Manchester Avenue and Disney Way and pedestrian bridges or overpasses over Disneyland Drive between Magic Way and Katella Avenue if those pedestrian bridges or overpasses are consistent with the Project analyzed in the FEIR and comply with the requirements in the DRSP and the ARSP. The City’s Public Works Director shall issue such encroachment licenses without the requirement for payment of additional consideration by Disney. Any pedestrian bridges or overpasses constructed by Disney pursuant to such encroachment licenses shall be maintained by Disney. 3.2.1.6 Pedestrian Wayfinding. The City will recommend to the Anaheim Tourism Improvement District Transportation Advisory Board, or any successor agency serving the same or a similar purpose as ATID, that such Board shall provide funding for a pedestrian wayfinding program on Harbor Boulevard north of Katella Avenue and south of Manchester Avenue in conjunction with the construction of any pedestrian bridges discussed in Section 3.2.1.5 above. 3.2.1.7 Abandonment and Elimination of Road Segments. The City will process the Disney applications and matters relating to the Existing Road Segments described in Section 3.1.9 and will assist in preparing certain documents as described in Section 3.1.9 relating 5598767.1 54 to the Mapped Road Segments, all within the timeframes specified in Section 3.1.9 and in any event promptly. 3.2.2 Changes in Applicable Rules. 3.2.2.1 Nonapplication of Changes in Applicable Rules. Any change in, or addition to, the Applicable Rules, including, without limitation, any change in any applicable general or specific plan, zoning ordinance or building regulation adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of ordinance, City Charter amendment, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the Mayor, City Council, Planning Commission or City Agency, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project and which would conflict with the Applicable Rules or this Agreement, shall not be applied to the Project unless such changes represent an exercise of the City’s Reserved Powers or are otherwise expressly allowed by this Agreement including, but not limited to the right to impose a city-wide tax as set forth in Section 6.30. 3.2.2.2 Changes in Uniform Codes. Notwithstanding any provision of this Agreement to the contrary, construction of the Project shall comply with changes occurring from time to time in the Uniform Building Code, Uniform Fire Code and other Uniform Codes pursuant to the Reserved Powers. 3.2.2.3 Changes Mandated by Federal or State Law. This Agreement shall not preclude the application to the Project of changes in, or additions to, the Applicable Rules, including rules, regulations, ordinances and officially adopted plans and policies, to the extent that such changes or additions are mandated to be applied to developments such as this Project by state or federal laws or regulations, pursuant to the Reserved Powers. In the event state or federal laws or regulations prevent or preclude compliance with one or more provisions of this Agreement, such provisions shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations. 5598767.1 55 3.2.2.4 Special Taxes and Assessments. Except with regard to the Landscaping and Lighting District for the Anaheim Resort, now known as the Anaheim Resort Maintenance District, as provided for in Section 3.1.18, Disney shall have the right, to the extent permitted by law, to protest, oppose and vote against any and all special taxes, assessments, levies, charges and/or fees imposed with respect to any assessment districts, Mello-Roos or community facilities districts, maintenance districts or other similar districts. 3.2.3 Environmental Equivalency. To the extent permitted by law, if Disney cannot complete a Mitigation Measure, the City may specify another substituted measure which (i) constitutes an environmental equivalent, as defined in Mitigation Monitoring Program (MMP No. 000387), and (ii) has a nexus to the Project. To the extent permitted by law, if Disney cannot complete a Condition of Approval (excluding Mitigation Measures that are imposed as Conditions of Approval) and the City elects not to require Disney to complete such Condition of Approval as required and such applicable Condition of Approval is not required for the Project to operate, Disney shall be allowed to complete the Project without performing such infeasible Condition of Approval so long as Disney pays to the City the agreed-upon cost that Disney would have paid to complete such Condition of Approval, unless the City specifies another condition of approval that has a (i) has a nexus to the Project, and (ii) does not exceed the cost agreed to by the Parties for the replaced Condition of Approval, in which case Disney shall complete or cause to be completed such substituted Condition of Approval. 3.2.4 Agreed Changes and Other Reserved Powers. This Agreement shall not preclude application to the Project of rules, regulations, ordinances and officially adopted plans and policies in conflict with the Applicable Rules where such additional rules, regulations, ordinances and officially adopted plans and policies (i) are mutually agreed to in writing by Disney and the City in accordance with the requirements of Section 6.7 of this Agreement or (ii) result from the Reserved Powers. 5598767.1 56 3.2.5 Subsequent Development Review. The City shall not require Disney to obtain any approvals or permits for the development of the Project in accordance with this Agreement other than those permits or approvals which are required by the Applicable Rules or the Reserved Powers. However, any subsequent Discretionary Action initiated by Disney which changes the uses, intensity, density, or building height of the Project, or decreases the lot area, setbacks, yards or parking or other entitlements permitted on the Disney Property pursuant to the DRSP and the ARSP or otherwise modifies the DRSP and the ARSP shall be subject to the rules, regulations, ordinances and officially adopted plans and policies of the City then in effect. 3.2.6 Effective Development Standards. The City agrees that with respect to the Project it is bound to permit development of the Project in accordance with the DRSP or the ARSP including without limitation, the uses, intensity and density as provided for in the DRSP or the ARSP, subject to the Applicable Rules, Reserved Powers and this Agreement. Moreover, the City hereby agrees that it will not unreasonably withhold or unreasonably condition any Discretionary Action which must be issued by the City in order for the Project to proceed, provided that Disney reasonably and satisfactorily complies with all City-wide standard procedures and policies of the City for processing any such Discretionary Action and pays any applicable Processing Fees and Charges. 3.2.7 Moratoria. In the event an ordinance, resolution or other measure is enacted, whether by action of the City, by initiative, or otherwise, which relates to the rate, amount, timing, sequencing, or phasing of the development or construction of the Project on all or any part of the Disney Property or the implementation or construction of the Mitigation Measures, City agrees that such ordinance, resolution or other measure shall not apply to the Project, Disney Property or this Agreement, unless such changes are adopted pursuant to the City’s exercise of its Reserved Powers or other applicable provision of this Agreement. 3.2.8 Anaheim Resort Specific Plan. The City shall in good faith implement the provisions of the Anaheim Resort Specific Plan as it may be amended from time to time. In 5598767.1 57 the event the City considers a modification, adjustment, amendment or other change to the Anaheim Resort Specific Plan, the City shall, in addition to any notices required by applicable law, provide notice to Disney of the potential modification, adjustment, amendment or other change no less than ten (10) days of receipt of application for such action and no less than ten (10) days prior to adopting or approving such modification, adjustment, amendment or other change; provided, however, failure to provide any such notice shall not invalidate such modification, adjustment, amendment or change to the Anaheim Resort Specific Plan. Disney shall have no monetary remedy for failure of City to implement the provisions of the Anaheim Resort Specific Plan or failure to provide any notice pursuant to this Section. Nothing in this Section shall limit the right of the City to amend or modify the Anaheim Resort Specific Plan. 3.2.9 Standard City Services. The City agrees to provide generally applicable standard municipal services to the Project upon the same terms as provided elsewhere in the Anaheim Resort; provided, however, the City does not guarantee any particular level of municipal service to Disney or the Disney Property. Disney and the City agree that the requirement for a FOA and POA during the terms of this Agreement as set forth in Sections 3.1.7 and 3.1.8 and the requirement for a Staffing Reimbursement and Enhanced Services Agreement as set forth in Section 3.1.13 are in addition to the standard municipal services provided to the Project and will remain Project obligations for the term of this Agreement. 3.2.10 Impact Fees. Pursuant to Development Agreement No. 96-01, since October 1996, Disney has satisfied its obligation to pay Impact Fees on the Opening Day Project and other development for The Disneyland Resort Project. The City acknowledges satisfaction of the previously assessed Impact Fees listed on Exhibit G. This Agreement shall not limit any impact fees, linkage fees, exaction, assessments or fair share charges or other similar fees or charges imposed by other governmental entities and which the City is required to collect or assess pursuant to applicable law (e.g., school district impact fees pursuant to Government Code Section 65995). Notwithstanding any other provision of this Agreement, all Project Elements in the Southeast 5598767.1 58 District of the DRSP, or the Theme Park Overlays and Parking Overlays of the ARSP, except to the extent parking spaces allowed within the DRSP Parking District East Parking Area are developed in the adjacent ARSP Parking Overlap, shall be subject to the Impact Fees in force from time to time and are not restricted or limited in any way by this Agreement. The City finds that certain improvements identified in the Mitigation Measures and/or the Conditions of Approval in Development Agreement No. 96-01, which were implemented in connection with the Project were contemplated by the justification studies and/or master plans supporting the Impact Fees or otherwise qualify for credit and that the cost of such improvements exceeded the cost of the applicable Impact Fees. City, therefore, agrees that the installation of improvements identified in the Mitigation Measures, or the Conditions of Approval in Development Agreement No. 96-01 implemented in connection with the Project shall be deemed to satisfy applicable Impact Fees which specifically relate to the type of improvements required by such Mitigation Measures or otherwise required to be paid by Disney pursuant to the Conditions of Approval and Applicable Rules in Development Agreement No. 96-01. In addition, the City shall cooperate with Disney at no cost to the City in the implementation of transportation demand actions and measures from the menu of actions and measures set forth in The Disneyland Resort Transportation Demand Management Plan, as required by the FEIR. Subject to the Reserved Powers, the City agrees that so long as Disney conforms to The Disneyland Resort Transportation Demand Management Plan and the Mitigation Monitoring Program No. 387 with respect to the Project, the Project will not be subject to any other City imposed transportation demand management measures during the Term of this Agreement. 3.3 Shared Use Parking with Convention Center. Pursuant to Section 6.4 of the Finance Agreement, the Parties have coordinated for years to achieve a shared use of parking facilities to their mutual benefit. Without altering the provisions thereof, the Parties wish to secure a continued 5598767.1 59 shared parking arrangement throughout the Term of this Agreement, following the earlier anticipated expiration of the Finance Agreement. Accordingly, the Parties agree as follows: 3.3.1 Shared Use Parking Facility. The Parties agree to shared use of a parking facility (the “Shared Use Parking Facility”) which is the parking lot known as Disney’s Toy Story Parking Lot, or such substitute location as approved by the Parties pursuant to Section 3.3.1.4, upon the following terms: 3.3.1.1 Disney Peak Periods. Due to the high volume of tourist traffic in the Anaheim Resort during the following periods, all parking facilities on the Disney Property including the Shared Use Parking Facility shall be reserved solely for the Disneyland Resort use: (A) Certain national holidays, holiday-related weekdays, and related weekend days designated by Disney (i.e., Christmas Day, New Year’s Day, Labor Day, Memorial Day, President’s Day, Independence Day) equaling approximately 20 days annually; (B) The week between Christmas and New Year’s Day, equaling approximately 4 days annually; and (C) Certain other days throughout the year when Disney’s Theme Parks experience peak parking requirements, equaling approximately 20 days annually. The specific days to be included in (a) through (c) above for any calendar year shall be as indicated by Disney’s annual operating calendar, and Disney will annually, on or about January 31, of each year, provide to the City a project for these specific days, over the succeeding twenty-four (24) months, with the near-term twelve (12) months to be considered as firm dates, and the subsequent twelve (12) months to be a best estimate with confirmation made during the quarterly meetings described in Section 3.3.1.2. If parking spaces at the Shared Use Parking Facility become available 5598767.1 60 during peak periods, Disney will make spaces available to Convention Center guests for overflow parking as agreed to by the Parties. 3.3.1.2 Annual Parking Forecast. City representatives of the Convention Center and Disney representatives shall meet on a quarterly basis to determine the level of available shared use parking spaces in the Shared Use Parking Facility (between a minimum of 1,000 and a maximum of 7,500) during times other than those set forth in Section 3.3.1.1. The City may elect to increase the minimum spaces from 1,000 spaces to 2,500 spaces, in which case the number of restricted days set forth in Section 3.3.1.1(c) shall increase to 45 days. The City shall notify Disney of any anticipated event beyond the twenty-four (24)-month period which will require shared use parking. Disney and the City will work in good faith to accommodate such parking requirements if the request relates to a period other than a period described in Section 3.3.1.1. 3.3.1.3 Share of Gross Parking Revenue. Disney shall implement the program described in Section 3.3.1.5 below enabling Disney to identify those parkers in the Shared Use Parking Facility who are Convention Center guests. Seventy-five percent (75%) of gross parking revenues generated from Convention Center guests’ use of the Shared Use Parking Facility shall be paid by Disney to the City. Disney shall retain all other parking revenues generated from the use of the Shared Use Parking Facility and all other parking facilities on the Disney Property including the Public Parking Facilities. 3.3.1.4 Substitute Locations. The location of the shared use parking may be modified from time to time with the Parties’ written consent. All provision with respect to Share of Gross Parking Revenues shall apply. 3.3.1.5 Parking Identification. The entrance to the Shared Use Parking Facility shall be located on Harbor Boulevard at Convention Way or at such other location as the Parties may reasonably determine for a particular time period given the Anaheim Resort events occurring therein and shall be used exclusively by Convention Center guests to the degree feasible. 5598767.1 61 The City will use its transportation changeable sign system located throughout the Anaheim Resort to direct Convention Center guests to the Shared Use Parking Facility. All Convention Center guests using this entrance will be sold a parking ticket specific to Convention Center parking at a rate agreed to by Disney and the City and will be directed to park in an area designed for Convention Center parking. The City reserves the right to use on-site City auditors for the purposes of verifying parking procedures and counts. The City may mutually agree in writing to change operational procedure to account for Convention Center parking. 3.4 Agreement and Assurance re: Height Requirements. 3.4.1 Background. The Parties acknowledge that (i) as part of the Project approved pursuant to Development Agreement No. 96-01, specific height restrictions were adopted to facilitate transformation of the Anaheim Resort, providing certainty regarding development heights in the area in and around the Parties’ investments, (ii) these height restrictions and requirements (collectively, the “Height Requirements”) are currently reflected in the Anaheim Commercial Recreation Area Maximum Permitted Structural Height Map and codified in the AMC, and (iii) Section 2.4 of the Finance Agreement also addressed these Height Requirements, requiring the City to use its best efforts to enforce and maintain the Height Requirements throughout the Finance Agreement term, establishing a process by which Disney would be notified of any requested changes to the Height Requirements coming under the City’s consideration, and establishing required mitigations if the City allowed the Height Requirements to be altered or go unenforced to Disney’s detriment. 3.4.2 Project Changes to Height Requirements. To protect the viewsheds and sense of space of Disney’s residential neighbors as the Project is developed in the future, Disney has requested and the City is granting as part of the Project Approvals an amendment to the Height Requirements to reduce maximum structure heights for those portions of Disney Property where Disney will be able to develop new uses closer to residential neighborhoods, and to increase building setbacks for those same areas in the ARSP and DRSP. The Parties acknowledge and 5598767.1 62 agree that the Finance Agreement, and specifically Sections 2.4 and 13.11 thereof, having been intended to protect Disney and the Disney Properties from changes to the Height Requirements, do not prohibit requests from Disney itself to alter the Height Requirements to benefit third parties and limit Disney’s development such as this Project request, nor do the Parties believe the Finance Agreement is implicated by the Height Requirements changes being approved. Disney hereby affirms that the City is not required to put in place any mitigations or incur any costs as described in Finance Agreement Section 2.4 as a consequence of the City’s approval of the Height Requirements amendments Disney has requested as part of DisneylandForward, and Disney agrees to waive any rights to said mitigations and costs in connection with the City’s approval thereof. 3.4.3 Notification of Future Proposed Height Requirements Changes. The City agrees that the Height Requirements are critical to the success of The Disneyland Resort Project, as stated in Ordinance 5379. The City acknowledges that the grant of any voluntary exceptions or variances to the Height Requirements, voluntary modifications of or amendments to the Height Requirements, or voluntary failures to enforce the Height Requirements might have a significant quantifiable and identifiable adverse impact on the “Disney Theme Park District” and “Southeast District” as defined in the Disneyland Resort Specific Plan as amended by DisneylandForward, and on the Theme Park West Overlay and Theme Park East Overlay as defined in the Anaheim Resort Specific Plan as amended by DisneylandForward. The City agrees to use its best efforts to enforce the Height Requirements, as amended by DisneylandForward, in effect during the Term. The City further agrees to implement the Height Requirements on City property, including without limitation the Anaheim Convention Center unless otherwise consented to in writing by Disney. The City further agrees to notify Disney in writing at least thirty (30) days in advance of any consideration by City Council, the Planning Commission or other City agency having jurisdiction over the same of any requested exceptions or variances to the Height Requirements. 5598767.1 63 3.5 Changes to Disney Property. To the extent permitted by the Development Agreement Act, Disney shall have the right to incorporate additional property located within the DRSP or the ARSP to the existing Disney Property and subject such additional property to this Agreement, provided that Disney shall (i) provide to the City notice pursuant to Section 6.14 of this Agreement of the purchase or Lease of the additional property by Disney or an Affiliate of Disney, and (ii) provide to the City evidence of Disney’s or an Affiliate of Disney’s ownership or leasehold interest in such additional property. Disney acknowledges that Impact Fees will be imposed on any new development by Disney on the added property to the extent not already satisfied by a third party. 3.6 Entitlements, Permits and Expediting Inspections. The City and Disney have agreed on the following provisions to expedite development of the Project: 3.6.1 City Project Coordinator. If requested by Disney in order to facilitate the expeditious completion of a major development project being developed pursuant to the Project, the City will select a City Project Coordinator for the major development project. The City Project Coordinator will be the primary City designee responsible for coordinating all processing of Ministerial Permits and Approvals and all Discretionary Actions, if any, for the major development project. The City Project Coordinator shall be an Assistant or Deputy City Manager level individual. The City Project Coordinator shall be permitted to delegate day-to-day oversight to one or more department directors or other identified assistants of the City Project Coordinator. The City agrees to consult with Disney as to its proposed selection of the City Project Coordinator and, in good faith, to take into consideration Disney’s comments regarding the selection, provided that the selection of such City Project Coordinator shall be made by the City in its sole discretion. The City will endeavor to maintain reasonable consistency with respect to the City Project Coordinator assigned to the major development project through the completion of the major development project subject to City employee performance criteria and operational requirements. Disney agrees to assist in the efforts of the City Project Coordinator by promptly providing information reasonably requested by the City or the City Project Coordinator, in order to clarify 5598767.1 64 an application or to otherwise facilitate processing of an application. Disney will pay to the City the costs of the City Project Coordinator, including overhead costs. The City shall invoice Disney monthly for the costs of the City Project Coordinator and Disney will pay such invoices within thirty (30) days of receipt. Disney shall appoint a Disney Project Manager who shall serve as the primary interface with the City Project Coordinator. Disney will endeavor to maintain reasonable consistency with respect to the Disney Project Manager assigned to the Project through completion of the major development project subject to Disney employee performance criteria and operational requirements. 3.6.2 Processing Fees and Charges. Disney shall pay all Processing Fees and Charges for Ministerial Permits and Approvals and Inspections. Processing Fees and Charges for development of the Project shall be those Processing Fees and Charges in effect on a City-wide basis from time to time in accordance with their terms. In the event that the magnitude of the Project provides opportunities to realize economies of scale with respect to Processing Fees and Charges, the City agrees to work in good faith with Disney to consider alternative fee arrangements; provided, however, that such fee schedule shall at all times cover the costs of services provided by the City including without limitation City overhead costs. 3.6.3 Timeframes and Staffing for Processing and Review. The City agrees that expeditious processing of Ministerial Permits and Approvals, Inspections, Discretionary Actions, if any, and any other approvals or actions required for the Project are critical to the implementation of the Project. In recognition of the importance of timely processing and review of Ministerial Permits and Approvals and Inspections, the City agrees to work with Disney to establish guideline time limits for processing and reviewing such Ministerial Permits and Approvals and Inspections as provided for in this Section. 3.6.3.1 Ministerial Permits and Approvals/Inspections. Standard Guidelines; Additional Staffing for Expedited Processing. The City and Disney agree that all requests for Ministerial Permits and Approvals shall be reviewed and/or completed by the City as 5598767.1 65 expeditiously as possible following the submittal of full and complete applications for such Ministerial Permits and Approvals. The City further agrees to expeditiously respond to requests for Inspections by Disney. Disney and the City shall establish guideline time limits for processing Ministerial Permits and Approvals and Discretionary Actions and for response times for Inspections based on use of standard City staffing and consultants. Such guideline time limits shall serve as general objectives for the Parties; provided City shall have no monetary liability or responsibility and shall not be subjected to any monetary damage claim (whether consequential, incidental or otherwise) for any failure to meet such guideline time limits. If the City fails to process Ministerial Permits and Approvals and Discretionary Actions and to respond to requests for Inspections in accordance with such guideline time limits, such performance shall be referred to the City Manager. The City Manager shall review such performance and shall establish a plan in conjunction with the City Project Coordinator and the Disney Project Manager to address any deficiencies. If Disney is not satisfied with the guideline time limits resulting from use of standard City staffing and consultants or the subsequent ability of the City to meet those guideline time limits, the City will, at Disney’s request and expense, hire plan check, inspection and other personnel, or hire additional consultants for such actions, or allocate use of exclusively dedicated staff time, such that the guideline time limits can be achieved. If Disney requests use of third- party services or extraordinary staffing, Disney shall pay all costs incurred by City in connection therewith, including overhead costs and all costs of selecting, employing, supervising and reviewing any additional consultants. The City shall consult in good faith with Disney as to any additional consultants to be hired pursuant to this Section provided that the City shall retain the sole discretion as to selection of any such parties. In order to provide the City with advance notice of upcoming applications for Ministerial Permits and Approvals, Disney shall supply to the City, no later than January 1 of each year, a List of Actions describing the various Ministerial Permits and Approvals which Disney reasonably anticipates will be requested during that year. The List of Actions shall be updated quarterly, unless agreed to sooner by the Parties. Disney will also 5598767.1 66 include on its List of Actions its expected schedule for requested Inspections. To the extent (i) any outside consultants or specially allocated staff performs work on the Project under this Section and Disney reimburses the City for all costs of such consultants or staff as provided above, and (ii) such work replaces work that would have otherwise been performed by standard City staff under normal processing conditions, Disney shall be entitled to a credit for such consultant fees or special staff reimbursement charges against the standard permit fees paid by Disney. Disney agrees that the City may establish an office on the Disney Property and staff such office with plan check personnel and inspection personnel to process Ministerial Permits and Approvals and to provide Inspections for the Project. Disney shall reimburse the City for additional City costs incurred in establishing and operating such office. All reimbursements to the City provided for by this Agreement shall be paid by Disney to the City within thirty (30) days after Disney receives an invoice identifying such reimbursable expenses. 3.6.3.2 Discretionary Actions and Other Permits. The City shall expedite all requests by Disney for conditional use permits, tract maps, lot tie agreements, lot line adjustments, encroachment permits, air right lots, street vacations and any other Discretionary Actions requested for the Project, if any. Disney shall supply to the City, no later than January 1 of each year, a List of Actions describing the various Discretionary Actions which Disney reasonably anticipates will be requested during that year with respect to the Project. The List of Actions shall be updated quarterly unless agreed to sooner by the Parties. The List of Actions shall be utilized to provide advance notice to the City of all upcoming applications for Discretionary Actions. At Disney’s request, the City will retain consultants to assist the City in the review of Discretionary Actions, subject to Disney’s agreement to reimburse the City’s expenses of retaining the consultants. 3.6.4 Permit/Approval Dispute Resolution. The Parties agree to establish and utilize the dispute resolution proceedings as set forth in this Section 3.6.4 to fairly and 5598767.1 67 expeditiously resolve disputes or questions related to interpretation of the Project Approvals and Ministerial Permits and Approvals during the Term. 3.6.4.1 City Meet and Confer Process. 1) Parties Confer. In the event of a dispute or question of interpretation regarding the Project Approvals or Ministerial Permits and Approvals that cannot be resolved by the City Project Coordinator and the Disney Project Manager, upon the request of either Party, the City Project Coordinator and the Disney Project Manager shall meet and confer with the City Manager or designee and the Disney Vice President of Facilities or Portfolio Project Management Executive (either, a “Senior Disney Project Manager”), together with legal counsel and the appropriate third party expert(s) as provided for in Section 3.6.4.2. Such meeting shall occur within two (2) working days following the request for such meeting. 2) Third Party Expert Involvement. If the Parties are unable to resolve such dispute at such meeting, all materials involved in the issue in dispute shall be immediately submitted for the third-party expert’s review and written report. The third-party expert shall prepare a non-binding written report and recommendation and submit such report and recommendation to the City Manager and Senior Disney Project Manager within two (2) additional working days. The City Manager and the Senior Disney Project Manager shall review the report of the third-party expert and again confer on resolving the dispute. Disney shall reimburse the City for invoices of the foregoing third party expert(s) within 30 days of receiving an invoice from the City. In the event that the City Manager and the Senior Disney Project Manager are unable to resolve the dispute or question of 5598767.1 68 interpretation within two (2) additional working days following receipt of such third-party expert(s) report, the Parties shall be entitled to such remedies as provided by Section 6.5. Nothing herein expands the authority of the City Manager, if any, to overrule determinations of the City Engineer, Chief Building Inspector, Fire Chief or other City officials as provided by applicable law or City Charter or Code. 3.6.4.2 Third Party Expert Selection. Disney and the City shall annually mutually select six independent third party experts to assist in mediating disputes or questions of interpretation, in the following areas of expertise: (A) A Registered Professional Engineer to mediate any disputes and questions of interpretation related to Uniform Building Codes and Inspections and construction requirements related to development of the Project and Mitigation Measures. (B) A professional planner, certified by the AICP to mediate any disputes and questions of interpretation related to Project Approvals, Mitigation Measures, Conditions of Approval or the Zoning Code of the AMC. (C) An expert in fire and life safety code issues to mediate any disputes and questions of interpretation related to fire code requirements contained in or adopted pursuant to Title 16 of the AMC or to Mitigation Measures or Conditions of Approval related to fire prevention and/or inspection. (D) A licensed civil engineer with substantial experience in public infrastructure construction to mediate any disputes and questions of interpretation related to development and coordination of public improvements. 3.6.5 Environmental Review. The City has conducted extensive environmental review of the Project and has certified the FEIR pursuant to the requirements of CEQA. The City intends that Ministerial Permits and Approvals are not actions subject to requirements for further 5598767.1 69 environmental review pursuant to CEQA. Consistent with the provisions of Section 3.2.6, the City further agrees to use its good faith efforts to consult with Disney regarding any Discretionary Actions necessary to the Project to avoid any unnecessary or unreasonable delays due to requirements for additional documentation pursuant to CEQA. 4. ANNUAL REVIEW. 4.1 Annual Review. During the Term of this Agreement, Disney shall initiate, and the City shall conduct an Annual Review of Disney’s compliance with this Agreement. Such Annual Review shall be limited in scope to determining good faith compliance with the provisions of this Agreement as provided in the Development Agreement Act. The Annual Review shall be initiated and conducted in accordance with the Procedures Resolution. 4.2 Termination Or Modification of Agreement. In the event the City Council determines on the basis of substantial evidence that Disney has not complied in good faith with the terms of this Agreement the City may terminate this Agreement in accordance with the Procedures Resolution. Notwithstanding any provision of the Procedures Resolution, the City shall not have any right to modify the Agreement without the consent of Disney. There shall be no modifications of this Agreement unless the City Council acts pursuant to Government Code Sections 65867.5 and 65868. 4.3 Reimbursement Of Costs. Disney shall reimburse the City for its actual costs, reasonably and necessarily incurred, to accomplish the required Annual Review in accordance with the Procedures Resolution within thirty (30) days after receipt of invoice from the City. 5. DEFAULT PROVISIONS. 5.1 Default By Disney. 5.1.1 Default. In addition to the annual review process set forth in Section 4, in the event Disney does not perform its obligations under this Agreement in a timely manner, the City also shall have those rights and remedies provided for in this Agreement including without limitation Section 6.5; provided that the City’s right to compel specific performance of the 5598767.1 70 obligations of Disney shall be subject to the limitations set forth in Section 5.1.5 of this Agreement; provided, further, the City shall have no right to monetary damages as a result of any failure by Disney to complete construction of any Project Element or as a result of Disney’s failure to complete, remove or secure improvements as required by Section 5.1.5 and the City seeks reimbursement of costs incurred in completing, removing or securing such improvements). Nothing in this Section 5.1.1 shall limit (i) the City’s right to terminate this Agreement in accordance with Section 5.1.4 or (ii) those rights and remedies set forth in the Finance Agreement. 5.1.2 Notice Of Default. With respect to a default pursuant to this Agreement, the City, through the Planning Director, shall submit to Disney, by registered or certified mail, return receipt requested, a written notice of default in the manner prescribed in Section 6.14, identifying with specificity those obligations of Disney which have not been performed. Upon receipt of the notice of default, Disney shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of the notice of default and shall complete the cure of such default(s) not later than one hundred and twenty (120) days after receipt of the notice of default, or such longer period as is reasonably necessary to remedy such default(s), provided that Disney shall continuously and diligently pursue such remedy at all times until such default(s) is cured. 5.1.3 Failure To Cure Default Procedure. If after the cure period has elapsed, the Planning Director finds and determines that Disney remains in default and that the City intends to terminate or modify this Agreement, the Planning Director shall make a report to the Planning Commission and then set a public hearing before the Commission in accordance with the notice and hearing requirements of Section 7 of the Procedures Resolution and Government Code Sections 65867 and 65868. If after public hearing, the Planning Commission finds and determines, on the basis of substantial evidence, that Disney has not cured the default pursuant to this Section, and that the City shall terminate or modify this Agreement, Disney shall be entitled to appeal that finding and determination to the City Council in accordance with Section 6.3. In the event of a 5598767.1 71 finding and determination that all defaults are cured, there shall be no appeal by any person or entity. 5.1.4 Termination Or Modification of Agreement. The City may terminate this Agreement, after final determination in accordance with Section 6.3 of the City Council on the basis of substantial evidence that Disney has not cured its default or, where no appeal is taken, after the expiration of the appeal periods described in Section 6.3. Notwithstanding any provision of the Procedures Resolution, the City shall not have any right to modify this Agreement without the consent of Disney. There shall be no modifications of this Agreement unless the City Council acts pursuant to Government Code Sections 65867.5 and 65868, irrespective of whether an appeal is taken as provided in Section 6.3. 5.1.5 Specific Performance. Except as provided in this Section, the City shall have no right to seek a remedy of specific performance with respect to the Project in the event of an abandonment of the Project or with respect to any Project Element in the event of the abandonment of any such Project Element. The City’s right to seek specific performance to compel completion of the Project or applicable Project Element in the event of such abandonment shall be specifically limited to (i) compelling Disney, at the election of the City in its sole discretion, to complete or demolish any uncompleted improvements located on public property initiated in connection with the Project with the choice of whether to demolish or complete such improvements and the method of such demolition or completion of such improvements to be selected by the City in its sole discretion, and, (ii) compelling Disney, at the election of Disney in its sole discretion, to complete, demolish or make safe and secure any uncompleted improvements located on Disney Property with the choice of whether to demolish, complete or secure such improvements and the method of such demolition, completion and securing such improvements to be selected by Disney in its sole discretion. Nothing in this Section 5.1.5 shall limit, and notwithstanding any termination of this Agreement, the City’s right to enforce all applicable provisions of the Applicable Rules, Uniform Codes and Conditions of Approval for any portion of 5598767.1 72 the Project then or thereafter constructed (e.g. requiring Disney to build sewer laterals required under Applicable Rules to serve a hotel actually completed). In addition, nothing in this Section shall limit or restrict in any way the City’s monetary remedies as provided for pursuant to the Finance Agreement. 5.2 Default By The City. 5.2.1 Default and Notice of Default. In the event the City does not accept, process, or render a decision on necessary development permits, entitlements, or other land use or building approvals for the Project as provided in this Agreement upon compliance with the requirements therefor, or as otherwise agreed to by the Parties, or the City otherwise defaults under the provisions of this Agreement, in addition to the dispute resolution process set forth in Section 3.6.4, Disney shall have only those rights and remedies provided in this Agreement, including without limitation Section 6.5, which shall be limited to (i) compelling the specific performance of the City’s obligations under this Agreement and (ii) those rights and remedies set forth in the Finance Agreement. With respect to a default by the City pursuant to this Agreement, Disney shall first submit to the City a written notice of default in the manner prescribed in Section 6.14 stating with specificity those obligations of the City which have not been performed. Upon receipt of the notice of default, the City shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of the notice of default and shall complete the cure of such default(s) not later than one hundred and twenty (120) days after receipt of the notice of default, or such longer period as is reasonably necessary to remedy such default(s), provided that the City shall continuously and diligently pursue such remedy at all times until such default(s) is cured. 5.2.2 Specific Performance. It is acknowledged by the Parties that the City would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof. In addition, the Parties agree that monetary damages are not an adequate remedy for Disney if the City should be determined to be in default under this Agreement. The Parties further agree that specific performance shall be Disney’s only remedy 5598767.1 73 under this Agreement, and Disney may not seek monetary damages in the event of a default by the City under this Agreement. Disney covenants not to sue for or claim any monetary damages for the breach by the City of any provision of this Agreement. Nothing in this Section shall limit or restrict in any way Disney’s remedies as provided for pursuant to the Finance Agreement. 6. GENERAL PROVISIONS. 6.1 Effective Date. This Agreement shall be effective upon such date as it is attested by the City Clerk of the City after approval by the City Council and execution by Disney and the Mayor of the City of Anaheim. 6.2 Term. 6.2.1 Basic Term. The Term of this Agreement shall commence on the Effective Date and shall extend for a period of forty (40) years after the Effective Date. Following the expiration of the forty-year Term, this Agreement shall terminate and be of no further force and effect. The Term shall be subject to extension pursuant to Section 6.4, provided that any such extensions pursuant to Section 6.4 shall not individually or cumulatively exceed two (2) years. If the Project is delayed by Litigation or a referendum challenging the Project, the Term shall be extended for the time of the Litigation to the ultimate resolution of the Litigation or referendum process from qualification of the referendum to the ultimate vote on the referendum. 6.2.2 RESERVED. 6.2.3 Early Full Termination of Agreement. The Agreement is terminable: (i) by mutual written consent of the Parties; (ii) by either Party following an uncured default by the other Party under this Agreement, subject to the procedures and limitations set forth in this Agreement; or (iii) by the City upon the substantially complete abandonment and closure of all Theme Parks on the Disney Property for a continuous period of two (2) years (except to the extent such abandonment and closure is subject to Section 6.4). This Agreement may be terminated by Disney or the City and be of no force and effect if the Orange County Transportation Authority (OCTA) fails to approve an amendment to the OCTA Master Plan of Arterial Highways 5598767.1 74 (“MPAH”) prior to issuance of the first building permit for the Project allowing for (1) the removal of planned extensions of Gene Autry Way between Harbor Boulevard and Haster Street and of Clementine Street between Katella Avenue and Orangewood Avenue, which are planned through the Southeast District of the DRSP and the adjacent Theme Park East Overlay in the ARSP; and (2) the reclassification of Disney Way between Anaheim Boulevard and Harbor Boulevard from a six-lane Major Arterial to a four lane Primary Arterial, as described in the FEIR. The City and Disney agree that in the event the MPAH amendment is not approved the Parties will consult and use reasonable efforts regarding a potential amendment to the Project prior to either Party providing a notice of termination of the Agreement. The Agreement shall terminate and be of no force and effect upon the occurrence of the entry of a final judgment or issuance of a final order, after all appeals have been exhausted, directed to the City as a result of any lawsuit filed against the City to set aside, withdraw or abrogate the approval of the City Council of this Agreement or if termination occurs pursuant to the provisions of the Procedures Resolution and such termination is so intended thereby. 6.2.4 Disneyland and Opening Day Project Continued Vesting Upon Partial Termination. In the event of early termination as provided in Section 6.2.3, Disney shall have the vested right to develop Disneyland and Disney California Adventure during the Term specified in Development Agreement No. 96-01 subject to the terms and conditions of Development Agreement No. 96-01. Further, Disney’s vested rights under this Section 6.2.4 shall include, without limitation, the right to remodel, renovate, rehabilitate, rebuild or replace Disneyland and/or Disney California Adventure during the Term as provided by Section 3.2.1.3. of Development Agreement No. 96-01. 6.3 Appeals To City Council. An appeal by Disney to the City Council from a finding and/or determination of the Planning Director or Planning Commission must be filed, if at all, within twenty (20) days after the delivery of notice in accordance with Section 6.14 of such finding and/or determination to Disney. The City Council shall consider the appeal and act upon the finding 5598767.1 75 and/or determination of the Planning Director or Planning Commission within eighty (80) days after such delivery of notice in accordance with Section 6.14, or within such additional period as may be agreed upon by the Disney and the Council. The failure of the City Council to act shall not be deemed to be an approval or a denial of the appeal; the matter shall remain pending until final action by the City Council. 6.4 Enforced Delay; Extension of Time of Performance. In addition to specific provisions of this Agreement, whenever a period of time, including a reasonable period of time, is designated within which either Party hereto is required to do or complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a period of time equal to the number of days during which such Party is prevented from, or is unreasonably interfered with, the doing or completion of such act, matter or thing because of causes beyond the reasonable control of the Party to be excused, including: war; insurrection; strikes; walk-outs; riots; epidemics; pandemics, including COVID-19 induced restrictions; floods; earthquakes; fires; casualties; acts of God; litigation and administrative proceedings against the Project (not including any administrative proceedings contemplated by this Agreement in the normal course of affairs such as the Annual Review); any initiative, measure, moratorium, referendum, statute, ordinance or other limitation (whether relating to the rate, timing or sequencing of the development or construction of any or any part of the Project) contemplated in Section 6.30; any approval required by the City (not including any period of time normally expected for the processing of such approvals in the ordinary course of affairs); restrictions imposed or mandated by other governmental entities; enactment of conflicting state or federal laws or regulations; judicial decisions; the exercise of the City’s Reserved Powers; or similar bases for excused performance which is not within the reasonable control of the Party to be excused (financial inability excepted). This Section shall not be applicable to any proceedings with respect to bankruptcy or receivership initiated by or on behalf of Disney or, if not dismissed within ninety (90) days, by any third Parties against Disney. If written notice of such delay is given to either Party within thirty (30) days of the commencement 5598767.1 76 of such delay, an extension of time for such cause will be granted in writing for the period of the enforced delay, or longer as may be mutually agreed upon; in the event no such notice is given, such claim of delay from that cause shall be deemed waived and no extension shall be granted on that basis. 6.5 Legal Action. Subject to the limitation on remedies imposed by this Agreement, either Party may institute legal action to cure, correct, or remedy any default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation, enforce by specific performance the obligations and rights of the Parties hereto or seek declaratory relief with respect to its rights, obligations or interpretations of this Agreement or pursue other remedies under applicable law. 6.6 Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California, and the venue for any legal actions brought by any Party with respect to this Agreement shall be the County of Orange, State of California for state actions and the Central District of California for any federal actions. 6.7 Amendments and Operating Memoranda. Either Party may propose an amendment to this Agreement or an Operating Memorandum. 6.7.1 Amendments. This Agreement may be amended from time to time by mutual consent in writing of the Parties to this Agreement in accordance with Government Code Section 65868. Any amendment to this Agreement which relates to the Term, permitted uses, density or intensity of use, height, or size of buildings, provisions for reservation and dedication of land, conditions, restrictions, and requirements relating to subsequent Discretionary Action, or any conditions or covenants relating to the use of the Disney Property shall require notice and public hearing before the Parties may execute an amendment thereto. Except as expressly set forth in an such amendment, an amendment to this Agreement will not alter, affect, impair, modify, waive or otherwise impact any other rights, duties or obligations of either Party under this Agreement. 5598767.1 77 6.7.2 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation and flexibility between the City and Disney. The development of the Project may demonstrate that clarifications or modifications to this Agreement are appropriate with respect to the details of performance of the City and Disney, including changes necessitated due to financing considerations. If and when, from time to time during the Term of this Agreement, City and Disney agree that such clarifications are necessary or appropriate, City and Disney shall effectuate such clarifications through operating memoranda approved in writing by City and Disney (“Operating Memoranda”), which, after execution, shall be attached as addenda and become a part hereof, and may be further clarified from time to time as necessary with future approval by City and Disney. No such Operating Memoranda shall constitute an amendment to this Agreement requiring public notice or hearing and are considered ministerial clarifications. Operating Memoranda may be used when the Operating Memoranda: (i) does not increase the density or intensity of the Project or such increases do not generate new significant environmental impacts under CEQA; (ii) does not change the permitted uses of the Project, unless such uses are consistent with the Project Approvals; or (iii) does not reduce improvement and construction standards for the Project. The City Manager shall have the authority and shall make the determination on behalf of City whether a requested clarification may be effectuated pursuant to this Section 6.7.2 or whether the requested clarification is of such a character to constitute an amendment hereof pursuant to this Section 6.7.. The City Manager shall, upon consultation with the City Attorney as to the form of the Operating Memoranda, be authorized to execute any Operating Memoranda hereunder on behalf of City. The City Manager may also refer any proposed Operating Memoranda to the City Council for consideration and action to approve or deny any proposed Operating Memorandum. 6.8 Assignment. The Parties acknowledge and agree that one of the principal inducements to the City in entering into this Agreement is the assurance that the Project will continue to bear the “Disney” brand name and that the Project will be developed in accordance with the quality 5598767.1 78 standards set forth in this Agreement. The Parties further acknowledge and agree that the City is relying upon the existing public image, resources and experience of Disney and its affiliated companies to help assure that the City will receive the anticipated benefits of the Project as expressed in the Statement of Overriding Considerations. Except as provided in this Section 6.8, Disney shall not be entitled to transfer any of the Disney property together with its rights or obligations hereunder without the written consent of the City, which consent may be granted or withheld by the City in its sole discretion. The City agrees that it will not unreasonably withhold consent to any proposed transfer by Disney of any Disney Property or portion thereof subject to this Agreement, together with the rights granted to and obligations imposed upon such Disney Property pursuant to this Agreement, to a proposed transferee for Hotel use provided that the proposed transferee has a net worth of at least $40,000,000 at the time of the proposed transfer and the proposed transferee has at least ten (10) years of experience in operating first class hotels (i.e. comparable to Hilton, Sheraton, Marriott, Doubletree). The City further agrees that Disney may transfer the Disney Property or applicable portion thereof or applicable Project Element therein subject to this Agreement, together with the rights granted to and obligations imposed upon such Disney Property or Project Element pursuant to this Agreement, without the consent of the City in accordance with the following: (A) transfers to any corporation, joint venture, limited liability company, partnership, limited partnership, trust, association or other entity where Disney or The Walt Disney Company, retains control of such corporation, joint venture, limited liability company, partnership, limited partnership, trust, association, or other entity. (B) any business combination or merger whereby The Walt Disney Company is merged into or combined with another corporation, joint venture, limited 5598767.1 79 liability company, partnership, limited partnership, trust, association or other entity; (C) transfers of the Disney Property (including any portion thereof or any Project Element) which meet the requirements of both (i) and (ii) below; (i) transfer to any entity in connection with which Disney or an Affiliate of Disney leases the transferred Disney Property or Project Element back from such entity for operation by Disney for the Term, or transfers in connection with which Disney or an Affiliate of Disney enters into an agreement to manage or operate the transferred Disney Property or Project Element for the Term, or transfers of a Theme Park in connection with which Disney or an Affiliate of Disney licenses use of the “Disney” brand name and licensed products for the Theme Park for the Term (e.g. Tokyo Disneyland) and (ii) the use of the transferred Disney Property or Project Element is “Disney” branded during the Term and generally marketed under the Disney trademark, tradename or logo; provided, any such transfer described in this subsection (c) shall be permitted without prior City consent only so long as such Disney Property in fact continues to be “Disney” branded as required above; (D) transfers pursuant to a mortgage, or other financing arrangement with any institutional lender (as hereinafter defined) who acquires Disney’s interest in this Agreement pursuant to the exercise of its remedies under such financing arrangement, including without limitation a foreclosure sale, a trustee’s sale or a judgment of foreclosure and sale through a deed or assignment in lieu of foreclosure or through settlement of any pending foreclosure action; notwithstanding any provision in this Agreement to the contrary, no institutional lender shall acquire any of Disney’s rights under 5598767.1 80 this Agreement with respect to Theme Parks; “Institutional lender” for the purposes of this subsection (d) shall include national and state chartered banks, savings and loans and thrifts, and other similar institutional entities, including without limitation insurance companies, pension funds, institutional funds, investment banks, real estate investment trusts, trusts, and trust companies. Further, Disney shall be permitted to transfer without the consent of the City (i) individual vacation ownership resort units or interval ownership transfers (provided the transfer will not result in a loss of transient occupancy tax revenues to the City) and (ii) leases, licenses, management agreements, operating contracts and other similar agreements executed in the ordinary course of business by Disney; provided such transfers pursuant to (i) and (ii) above shall not include any rights or obligations pursuant to this Agreement. For the purposes of this Section, “control” shall be defined as follows: (i) for transfers of Disney Property representing Theme Parks or any portion thereof, “control” of any corporation shall be deemed to be vested in the person or persons owning more than fifty percent (50%) of such corporation and “control” of a partnership, limited partnership, limited liability company, joint venture, trust, association or other entity shall be deemed to be vested in the person or persons owning more than fifty percent (50%) of the total interests in such partnership, joint venture, limited partnership, limited liability company, trust, association or other entity; and (ii) for transfers of all other Disney Property, “control” of any corporation shall be deemed to be vested in the person or persons owning more than fifty percent (50%) of such corporation or owning more than fifty percent (50%) of the voting power of such corporation or, with prior written notice to the City, possessing the actual and on-going ability to manage and control the 5598767.1 81 day-to-day and overall operations of the controlled entity, and “control” of a partnership, limited partnership, limited liability company, joint venture, trust, association or other entity shall be deemed to be vested in the person or persons owning more than fifty percent (50%) of the total interests in such partnership, joint venture, limited partnership, limited liability company, trust, association or other entity, or, with prior written notice to the City, possessing the actual and on-going ability to manage and control the day-to-day and overall operations of the controlled entity. For purposes of this Section, the term “transfer” means (i) any direct or indirect conveyance, sale, assignment, lease, sublease, license, concession, franchise, gift, hypothecation, mortgage, pledge, encumbrance, or the like, to any person or entity or, (ii) with respect to a controlled entity to whom Disney Property subject to this Agreement has been transferred, the cessation by Disney or The Walt Disney Company of control of the controlled entity. Because this Agreement is intended to represent an integrated plan, the failure of any successor in interest to perform the obligations assigned to it may result, at the City’s option, in a declaration that the Agreement has been breached and an election to terminate this Agreement in its entirety as provided for in Section 5.1, provided that the City has given notice of such default and opportunity to Disney to cure as set forth in Section 5.1 of this Agreement. At least thirty (30) days prior to any transfer which requires the City’s consent, or which involves a Theme Park, Disney shall provide written notice to the City describing the nature of the transfer, the identity of the proposed transferee, and the asset proposed to be transferred. In the event of any permitted transfer by Disney, all references in this Agreement to Disney shall thereafter also be deemed to refer to such successor or assign with respect to the interest transferred and, with respect to such transferred interest, the transferee thereof shall execute an express written assumption of the obligations applicable to such interest. 5598767.1 82 6.9 Covenants. The provisions of this Agreement shall constitute covenants which shall run with the land comprising the Disney Property for the benefit thereof and as a burden thereon, and, subject to the restrictions on transfer as set forth in Section 6.8, the burdens and benefits hereof shall bind and inure to the benefit of all assignees, transferees, and successors to the Parties hereto. 6.10 Implementation. 6.10.1 Processing. Upon satisfactory completion by Disney of all required applications and payment of appropriate Processing Fees and Charges, including the fee for processing this Agreement, the City and Disney shall commence and diligently process all required steps necessary for the implementation of this Agreement and development of the Project in accordance with the terms of this Agreement. Disney shall, in a timely manner, provide the City with all documents, plans and other information necessary for the City to carry out its processing obligations. 6.10.2 Other Governmental Permits. Disney shall apply in a timely manner for such other permits and approvals as may be required from other governmental or quasi- governmental agencies having jurisdiction over the Project as may be required for the development of, or provision of services to, the Project. The City shall cooperate with Disney in its endeavors to obtain such permits and approvals and shall, from time to time at the request of Disney, attempt with due diligence and in good faith to enter into binding agreements with any such entity to ensure the availability of such permits and approvals, or services, provided such agreements are reasonable and not detrimental to the City. These agreements may include, but are not limited to, joint powers agreements under the provisions of the Joint Exercise of Powers Act (Government Code Section 6500, et seq.) or the provisions of other laws to create legally binding, enforceable agreements between such parties. To the extent allowed by law, Disney shall be a party to any such agreement, or a third-party beneficiary thereof, entitled to enforce for its benefit on behalf of the City, or in its own name, the rights of the City or Disney thereunder or the duties and obligations of the parties thereto. Disney shall reimburse the City for all costs and expenses incurred in 5598767.1 83 connection with seeking and entering into any such agreement provided that Disney has requested it. Disney shall defend the City in any challenge by any person or entity to any such agreement and shall reimburse the City for any costs and expenses incurred by the City in enforcing any such agreement. Any fees, assessments, or other amounts payable by the City thereunder shall be borne by Disney, except where Disney has notified the City in writing, prior to the City entering into such agreement, that it does not desire for the City to execute such agreement. 6.11 Relationship Of the Parties. It is understood and agreed by the Parties hereto that the contractual relationship created between the Parties hereunder is that Disney is an independent party and not an agent of the City. Further, the City and Disney hereby renounce the existence of any form of joint venture or partnership between them and agree that nothing herein or in any document executed in connection herewith shall be construed as making the City and Disney joint venturers or partners. 6.12 Cooperation in Event of Litigation, Hold Harmless and Insurance. 6.12.1 Cooperation In The Event Of Litigation. In the event of any Litigation instituted by a third party or other governmental entity or official, the Parties hereby agree to affirmatively cooperate in defending said action. 6.12.1.1 Attorneys’ Fees. In the event any Litigation should arise, the City shall notify Disney in writing of such Litigation not later than five (5) business days after service upon City and shall transmit to Disney any and all documents (including, without limitation, correspondence and pleadings) received by, or served upon, City in connection with such Litigation. Upon receipt of such notice from the City, Disney shall retain and appoint (in consultation with the City, but with final selection made by Disney) legal counsel (“Counsel” for purposes of this Section 6.12.1) with respect to the Litigation. The Parties acknowledge that Counsel will appear and represent Disney in connection with such Litigation and such Counsel shall, at the request of the City Attorney, cooperate with the City Attorney, shall prepare drafts, for review by the City Attorney, of all pleadings, motions and other Litigation-related documents, 5598767.1 84 and shall coordinate legal strategy and otherwise cooperate with City in connection with the Litigation, all at Disney’s cost and expense. Disney shall also pay all filing fees, court costs and similar out-of-pocket expenses required for the City to defend the Litigation. The City Attorney or his designee shall appear on behalf of the City in any such Litigation and shall at all times retain final authority and control over all documents to be filed on the City’s behalf and all actions to be taken by the City with respect to Litigation. Disney shall not be responsible for paying (a) fees or costs of any attorneys hired by the City in connection with such Litigation or (b) any fees, costs, Attorneys’ Fees or expenses resulting from unreasonable actions taken by the City against the written advice of Counsel. The City shall cooperate with Counsel’s defense of the Litigation and shall make its records (other than documents privileged from disclosure) and personnel available to Counsel as may be reasonably requested by Counsel in connection with the Litigation. 6.12.1.2 Reimbursement of Attorneys’ Fees. Within thirty (30) days after delivery of a final judgment awarding Attorneys’ Fees or costs to a Plaintiff or upon execution of a written settlement agreement by and between the City and a Plaintiff which requires the City to pay Attorneys’ Fees or costs to a Plaintiff, Disney shall pay such Attorneys’ Fees and costs to the Plaintiff as required (except as provided in the penultimate sentence of Section 6.12.1.1). If the City settles any Litigation, in whole or in part, without Disney’s prior written approval, which approval shall not be unreasonably withheld, the City shall have no rights whatsoever under this Agreement for reimbursement of any Attorneys’ Fees incurred in connection with such Litigation. 6.12.1.3 Indemnification. Disney hereby agrees to and shall indemnify, save and hold the City and its elected and appointed representatives, boards, commissions, officers, agents and employees (collectively, “the City” in this Section 6.12.1.3) harmless from any and all claims, costs, and liability for damages to the extent they result from any Litigation, excluding any legal challenges to the extent based on alleged inadequacies in the General Plan and legal challenges to the Anaheim Resort Specific Plan, Ordinance No. 5379 (Height Ordinance), the Finance Agreement and/or any other rules, regulations, ordinances, plans or policies of general 5598767.1 85 application Citywide. Disney shall cooperate in the defense of Litigation pursuant to this Section 6.12.1 in accordance with Section 6.12.1.1. Notwithstanding any other provision of this Section 6.12.1, the City’s sole rights to Attorneys’ Fees for defense of Litigation are as set forth in Sections 6.12.1.1 and 6.12.1.2. Furthermore, the City shall be deemed to have waived its rights under this Section 6.12.1.3 if the City settles any Litigation, in whole or in part, without Disney’s prior written approval, which approval shall not be unreasonably withheld. Notwithstanding any provision to the contrary, if the City is indemnified with respect to Litigation pursuant to this Section 6.12.1.3, Disney, as the indemnifying party, shall at all times retain final authority and control over all documents to be filed in such Litigation and all actions to be taken by the City with respect to such Litigation subject to the City’s review and approval thereof which approval shall not be unreasonably withheld. Nothing in this Section shall be construed to mean that Disney shall hold the City harmless and/or defend it to the extent that such claims, costs or liability arise from, or are alleged to have arisen from, the sole negligent acts, the sole negligent failure to act, or willful misconduct on the part of the City. 6.12.1.4 Joint Defense. It is understood and agreed that the Counsel shall represent Disney and that the City shall not be considered the client of Counsel, nor Disney the client of the City Attorney. Both Disney and the City understand that the requirements of cooperation contained in this Agreement apply only as to matters reasonably necessary for the accomplishment of the defense of the Litigation and shared information is intended to be, and must be, kept confidential. 6.12.2 Hold Harmless. 6.12.2.1 Disney Hold Harmless. Disney hereby agrees to and shall indemnify, save, hold harmless and defend the City, and its elected and appointed representatives, boards, commissions, officers, agents, and employees (collectively, “the City” in this Section), from any and all claims, costs, and liability for any damages, personal injury or death which may arise, directly or indirectly, from Disney or Disney’s contractors, subcontractors, agents, or 5598767.1 86 employees’ operations, acts or omissions in connection with the construction and operation of the Project and from construction, operation and maintenance of the pedestrian bridges for which Encroachment Licenses are issued to Disney, whether such operations, acts or omissions be by Disney or any of Disney’s contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Disney or any of Disney’s contractors or subcontractors. Nothing in this Section shall be construed to mean that Disney shall hold the City harmless and/or defend it to the extent that such claims, costs or liability arise from, or are alleged to have arisen from, the negligent acts, or negligent failure to act, on the part of the City. City agrees that it shall fully cooperate with Disney in the defense of any matter in which Disney is defending and/or holding the City harmless. 6.12.2.2 City Hold Harmless. City hereby agrees to and shall indemnify, save, hold harmless and defend Disney, and its representatives, boards, officers, agents, and employees (collectively, “Disney” in this Section), from any and all claims, costs, and liability for any damages, personal injury or death which may arise, directly or indirectly, from City or City’s contractors, subcontractors, agents, or employees’ operations, acts or omissions in connection with: (i) the City’s maintenance of a Class I Bike Path, as more particularly described in the FEIR and the DRSP, on the east side of Walnut Street between the northernmost point of the Disney Property along Walnut Street to Katella Avenue (referenced in Section 3.1.11.1), (ii) the City’s installation and maintenance of the section of Class I Bike Path extending from the northernmost point of the Disney Property along Walnut Street, north to Ball Road (referenced in Section 3.1.11.1), (iii) the City’s maintenance of a Class I Bike Path, as more particularly described in the FEIR and the DRSP, on the west side of Clementine Street north of Disney Way between Alro Way and Disney Way (referenced in Section 3.1.11.2(A)), (iv) the City’s maintenance of a Class I Bike Path, as more particularly described in the FEIR and the DRSP, on the north side of Disney Way between Anaheim Boulevard and Clementine Street (referenced in Section 3.1.11.2(B)), (v) the City’s maintenance of the portion of the Class I Bike Path between Anaheim Boulevard and 5598767.1 87 the I-5 southbound off-ramp and the portion of the Class I Bike Path between the I-5 southbound off-ramp and Clementine Street (referenced in Section 3.1.11.2(B)), (vi) the City’s construction, operation, and maintenance of Potential City Pedestrian Bridges (referenced in Section 3.1.10.1), and (vii) the City’s construction, operation, and maintenance of the Katella Sewer Improvements (referenced in Section 3.1.6) whether such operations, acts or omissions be by City or any of City’s contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for City or any of City’s contractors or subcontractors. Nothing in this Section shall be construed to mean that City shall hold Disney harmless and/or defend it to the extent that such claims, costs or liability arise from, or are alleged to have arisen from, the negligent acts, or negligent failure to act, on the part of Disney. Disney agrees that it shall fully cooperate with City in the defense of any matter in which City is defending and/or holding Disney harmless. 6.12.3 Insurance. Without limiting its obligation to hold the City harmless, Disney shall provide and maintain at its own expense, at all times during the forty (40) year Term the following program of insurance concerning its operations hereunder. The insurance shall be placed (i) with California-admitted insurers that carry Best’s or equivalent rating equal to the lesser of A+X as to property insurance and an A-X rating as to all other insurance or (ii) with the same insurers which are then insuring the Disneyland Theme Park, provided, however, that in no event shall the insurer have a Best’s or equivalent rating of less than B+X. The program of insurance provided shall specifically identify this Agreement and shall contain express conditions that the City is to be given written notice at least thirty (30) days prior to any modification or termination of coverage. Such insurance shall be primary to and not contributing with any insurance or self- insurance maintained by the City, shall name the City as an additional insured, shall be written on a comprehensive or commercial general liability insurance form, and shall include coverage for, but not limited to, Completed Operations, Premises/Project Site Operations, Products/Completed Operations, Contractual, Independent Contractors Broad Form Property Damage, and Personal Injury, with a per occurrence limit of not less than fifty million ($50,000,000) written on an 5598767.1 88 occurrence basis. From time to time, but not more often than once every two (2) years, Disney shall increase the coverage limits of the insurance required under this Section if so directed by the City after a determination by the City that such an increase is justified using customary and reasonable risk management methods and principles. So long as Disney’s financial condition does not materially and adversely deteriorate such that it would impair Disney’s ability to provide the requisite levels of insurance, upon written disclosure to City, Disney shall have the right to self- insure all coverages provided in this Section 6.12.3, provided that in the event of self-insurance the City shall have all remedies and presumptions provided under law for a named additional insured as if Disney acting in its capacity as self-insurer were an insurance company. For any construction work which Disney performs on behalf of the City, Disney shall secure and maintain such insurance as would typically be required of a construction contractor, including, but not limited to, builder’s risk insurance in the full amount of the subject improvements, workers’ compensation insurance as required by law, and employer’s liability coverage in an amount not less than ten million dollars ($10,000,000) per accident/injury/illness. The details of such construction-related insurance coverage shall be set forth in the separate agreements governing such work. 6.12.4 Continuing Obligations. This Section 6.12.4 shall survive termination of this Agreement. 6.13 Tentative Maps. Pursuant to California Government Code Section 66452.6(a), the duration of tentative maps filed subsequent to the Effective Date for the Disney Property in connection with the Project shall automatically be extended for the Term of this Agreement. 6.14 Notices. Any notice or communication required hereunder between the City or Disney must be in writing and may be given personally by reputable overnight courier. A notice shall be deemed to have been delivered when received by the Party to whom it is addressed. Any Party hereto may at any time, by giving ten (10) days’ written notice to the other Party hereto, designate any other address in substitution of the address, or any additional address, to which such notice or 5598767.1 89 communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below: If to City: with copies to: Planning Director City of Anaheim 200 South Anaheim Blvd. Anaheim, California 92803 City Attorney, City of Anaheim City of Anaheim 200 South Anaheim Blvd., Suite 356 Anaheim, California 92803 If to Disney: with copies to: Walt Disney Parks and Resorts U.S., Inc. Attn: President, The Disneyland Resort Team Disney Building 700 Ball Road Anaheim, California 92803 General Counsel Disneyland 700 Ball Road Anaheim, California 92803 The Walt Disney Company 500 South Buena Vista Street Burbank, CA 91521 Attn: Assistant General Counsel, Real Estate 6.15 Recordation. As provided in Government Code Section 65868.5, the City Clerk of Anaheim shall record a copy of this Agreement with the Registrar-Recorder of Orange County within ten (10) days following its execution by both Parties. To the extent that Disney Property consists of property Leased to Disney, this Agreement shall encumber only the leasehold interest and shall not constitute an encumbrance upon the estate in fee. Disney shall provide the City Clerk with the fees for such recording prior to or at the time of such recording. 6.16 Constructive Notice and Acceptance. Every person who now or hereafter owns or acquires any right, title, interest in or to any portion of the Disney Property, is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Disney Property. 5598767.1 90 6.17 Successors And Assignees. Subject to the limitations on transfer set forth in Section 6.8 of this Agreement, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties, and their respective successors, assignees and transferees. 6.18 Severability. If any provisions, conditions, or covenants of this Agreement, or the application thereof to any circumstances of either Party, shall be held invalid, void or unenforceable, the remainder of this Agreement or the application of such provision, condition, or covenant to persons or circumstances other than those as to whom or which it is held invalid, void or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. In the event that any material provision of this Agreement is found to be unenforceable, void or voidable, Disney or the City may terminate this Agreement in accordance with the provisions of the Agreement and the Procedures Resolution. 6.19 Time Of the Essence. Time is of the essence for each provision of this Agreement of which time is an element. 6.20 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought and such waiver refers expressly to this Section. No waiver of any right or remedy in respect of any occurrence or event shall be deemed a waiver of any right or remedy in respect of any other occurrence or event. No delay or omission by either Party in exercising any right or power accruing upon non-compliance or failure to perform by the other Party under any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. 6.21 No Third-Party Beneficiaries. The only Parties to this Agreement are the City and Disney. There are no third-party beneficiaries, and this Agreement is not intended, and shall not be construed to benefit or be enforceable by any other person whatsoever. 6.22 Expedited Processing. Disney and the City agree to cooperate in the expedited processing of any legal action seeking specific performance, declaratory relief or injunctive relief, to set court 5598767.1 91 dates at the earliest practicable date(s) and not cause delay in the prosecution/defense of the action, provided such cooperation shall not require any Party to waive any rights. 6.23 Requests for Payment. With respect to any requests by the City for payment of amounts due under this Agreement, Disney retains its rights to review any invoices or requests for payments submitted by the City pursuant to this Agreement. Disney shall review and reasonably approve such invoices or requests for payment or shall identify any disputed amounts within twenty (20) days after receipt. At Disney’s request, the City shall provide Disney with reasonable information or back-up material supporting such invoices or requests for payment. Disney shall have a right, at Disney’s expense, to audit City books and records in connection with such invoices or requests for payment at City’s offices, with reasonable notice, during business hours. In the event of any disputed invoices or requests for payment, Disney shall timely pay all amounts not disputed and the Disney Project Manager and City Project Coordinator shall expeditiously meet and confer to resolve any such dispute. If the Parties are unable to resolve such dispute, the City Manager and the Senior Disney Project Manager shall expeditiously meet and confer to resolve any such dispute. In the event that the City Manager and the Senior Disney Project Manager are unable to resolve the dispute, the Parties shall be entitled to such remedies as provided by Section 6.5. 6.24 Entire Agreement. This Agreement and the documents, agreements and exhibits referenced herein or attached hereto set forth and contain the entire understandings and agreements of the Parties and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein and no testimony or evidence of any such representations, understandings, or covenants shall be admissible in any proceedings of any kind or nature to interpret or determine the provisions or conditions of this Agreement. 6.25 Legal Advice; Neutral Interpretation; Headings, and Table of Contents. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this 5598767.1 92 Agreement shall be construed as to their fair meaning, and not for or against any Party based upon any attribution to such Party as the source of the language in question. The headings and table of contents used in this Agreement are for the convenience of reference only and shall not be used in construing this Agreement. 6.26 Counterparts. This Agreement is executed in 6 duplicate originals, each of which is deemed to be an original. This Agreement, not counting the Cover Page, Table of Contents, consists of 69 pages and 12 Exhibits which constitute the entire understanding and agreement of the Parties. The Exhibits are identified in the List of Exhibits, which is contained in the Table of Contents of this Agreement. 6.27 Authority to Execute. The person executing this Agreement on behalf of Disney warrants and represents that he/she has the authority to execute this Agreement on behalf of Disney and represents that he/she has the authority to bind Disney to the performance of Disney’s obligations hereunder. 6.28 Reserved. 6.29 Continued Processing. The filing of any Litigation shall not delay or stop the development, processing or construction of the Project or approval of any Development Approvals, unless the third party obtains a court order preventing the activity. The City shall not stipulate to or cooperate in the issuance of any such order without the prior written consent of Disney. In the event of a court order issued as a result of a successful Litigation, the City shall, to the extent permitted by such court order and Applicable Law, in good faith seek to comply with the court order in such a manner as will maintain the integrity of the Project Approvals and avoid or minimize to the greatest extent possible (i) any impact to the development of the Project as provided for in, and contemplated by, the Project Approvals, the Applicable Rules and this Agreement, or (ii) any conflict with the Project Approvals, the Applicable Rules and this Agreement, or frustration of the intent or purpose of the Project Approvals, the Applicable Rules and this Agreement. 5598767.1 93 6.30 Initiative Measures. Both the City and Disney intend that this Agreement is a legally binding contract which will supersede any initiative, measure, moratorium, referendum, statute, ordinance or other limitation adopted after the Effective Date (whether relating to the rate, timing or sequencing of the development or construction of any or any part of the Project and whether enacted by initiative or otherwise) affecting parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other entitlements to use approved, issued or granted within the City, or portions of the City, and which agreement shall apply to the Project to the extent such initiative, measure, moratorium, referendum, statute, ordinance or other limitation is inconsistent or in conflict with this Agreement. Should an initiative, measure, moratorium, referendum, statute, ordinance, or other limitation be enacted by the citizens of the City which would preclude construction of all or any part of the Project, and to the extent such initiative, measure, moratorium, referendum, statute, ordinance or other limitation be determined by a court of competent jurisdiction to invalidate or prevail over all or any part of this Agreement, Disney shall have no recourse against the City pursuant to the Agreement, but shall retain all other rights, claims and causes of action under this Agreement not so invalidated and any and all other rights, claims and causes of action as law or in equity which Disney may have independent of this Agreement with respect to the Project. The foregoing shall not be deemed to limit Disney’s right to appeal any such determination that such initiative, measure, referendum, statute, ordinance or other limitation invalidates or prevails over all or any part of this Agreement. The City agrees to cooperate with Disney in all reasonable manners in order to keep this Agreement in full force and effect, provided Disney shall reimburse the City for its out-of-pocket expenses incurred directly in connection with such cooperation and the City shall not be obligated to institute a lawsuit of other court proceedings in this connection. Notwithstanding the foregoing, this Development Agreement shall not limit City’s right and power to impose taxes on the Property or Project provided that any taxes imposed are adopted pursuant to all applicable laws and that said tax qualifies as a City-Wide Tax. For the purposes of this Section 6.30 a “City-Wide Tax” means a 5598767.1 94 general or special tax generally applicable to a category of development or use of one or more kinds, wherever the same may be located in the City, including but not limited to, a general or special tax adopted in accordance with California Const, Art XIII C and D et seq. (otherwise known as Proposition 218); provided, however, that a general or special tax which only applies to or impacts the Project shall not be considered a City-Wide Tax. 6.31 Subsequent Amendment to Development Agreement Act. The Agreement has been entered into in reliance upon the provisions of the Development Agreement Act in effect as of the Effective Date. Accordingly, to the extent that subsequent amendments to the Government Code would affect the provisions of this Agreement, such amendments shall not be applicable to this Agreement unless necessary for this Agreement to be enforceable or unless this Agreement is modified pursuant to the provisions of this Agreement and Governmental Code Section 65868 as in effect on the Effective Date. 6.32 Recitals. The recitals in this Agreement constitute part of this Agreement and each party shall be entitled to rely on the truth and accuracy of each recital as an inducement to enter into this Agreement. 6.33 Exhibits. All exhibits, including attachments thereto are incorporated in this Agreement in their entirety by this reference. 5598767.1 95 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. “City” CITY OF ANAHEIM, a municipal corporation of the State of California By: Name: Ashleigh Aitken Title: Mayor APPROVED AS TO FORM: By: Name: Robert Fabela Title: City Attorney DATE: ATTEST: ___________________________, City Clerk Name: Title: DATE: APPROVED AS TO FORM: Special Counsel to the City By: Name: Steve Mattas DATE: “Disney” WALT DISNEY PARKS AND RESORTS U.S., INC., a Florida Corporation By: Name: [Insert Name] Title: President APPROVED AS TO FORM: Counsel to Disney By: Name: Deanna Detchemendy Title: Vice President – Legal The Walt Disney Company DATE: 5598767.1 A - 1 EXHIBIT A List of Disneyland Resort Specific Plan Amendments, Adjustments and Associated Actions [Insert Appendix A from DRSP] 5598767.1 A - 2 EXHIBIT B List of Anaheim Resort Specific Plan Amendments, Adjustments and Associated Actions [Insert Appendix A from ARSP] 5598767.1 A - 3 EXHIBIT C Disney Properties in DRSP and ARSP 5598767.1 A - 4 EXHIBIT D DisneylandForward Conditions of Approval The DisneylandForward Conditions of Approval enclosed were adopted by Resolution No. [Insert Number]. Any revisions will be incorporated in the final version of the Development Agreement. [Insert final Conditions of Approval] 5598767.1 A - 5 EXHIBIT E List of Current Projects • Mickey & Minnie’s Runaway Railway: a trackless dark ride located in Mickey’s Toontown that features an original story themed to the cartoon world of Mickey Mouse • Mickey’s Toontown refurbishment: an extensive reimagining of several attractions including Goofy's House, Donald's Boat, and several other areas in a family-friendly themed land • The Villas at Disneyland Hotel: a Disney Vacation Club resort in a brand new fourth tower at Disneyland Hotel • Pixar Place Hotel refurbishment: a transformation and reimagining of the lobby, guestrooms, exterior, and other spaces at Pixar Place Hotel (formerly Paradise Pier Hotel) • Tiana’s Bayou Adventure: an extensive retheming of a log flume thrill ride (formerly Splash Mountain) into a “Princess and the Frog” inspired attraction located in Critter Country • Avengers Campus E-ticket attraction: an E-ticket attraction located in Avengers Campus and inspired by Marvel’s “Avengers” • Disneyland Resort Maintenance Capital projects: Various maintenance capital projects meeting the description set forth in Section [_____]of this Agreement, the Costs of which are by definition excluded from Costs of Qualified Theme Park and/or Lodging Improvements and thus do not apply toward meeting Disney’s development commitment under Section 3.1.2. This List of Current Projects shall remain unchanged notwithstanding any delay in the Effective Date due to an Enforced Delay, but in no event shall this sentence be interpreted as allowing any Cost of Maintenance Capital, whenever incurred, to become a Cost of Qualified Theme Park and/or Lodging Improvements. 5598767.1 A - 6 EXHIBIT F Disneyland [and Disney California Adventure] [Insert Map] 5598767.1 A - 7 EXHIBIT G Impact Fees • Traffic Signal Assessment Fee (AMC § 14.58). • Citywide Transportation and Impact and Improvement Fee (AMC § 17.32). • Fire Protection Facilities and Paramedic Services Impact Fee for Anaheim Resort (AMC § 16.40). • Anaheim Resort Water Facilities Fee Program (Rule 15E, Resolution No. 95R-140). • Sanitary Sewer Impact and Improvement Fee Program for South Central Area (AMC § 10.12.085). • Storm Drain Impact Fee and Improvement Fee for South Central Area (AMC § 10.4). • Other Impact Fees in Existence as of the Effective Date. 5598767.1 A - 8 EXHIBIT H Mitigation Monitoring Plan [Insert final version] 5598767.1 A - 9 EXHIBIT I Procedures Resolution [Insert Procedures Resolution] 5598767.1 A - 10 EXHIBIT J Project Approvals Agency Action City of Anaheim Certification of a Subsequent Environmental Impact Report No. 352 to EIR No. 311 and SEIR No. 340 and adoption of a Mitigation Monitoring Program. Approval of an amendment to the Land Use Element of the City of Anaheim General Plan to describe the amended District names, and new Overlays and associated density. Approval of an amendment to the Circulation Element of the City of Anaheim General Plan to (1) remove the planned future extensions of Clementine Street between Katella Avenue and Orangewood Avenue and Gene Autry Way between Harbor Boulevard and Haster Street; and (2) to reclassify Disney Way between Anaheim Boulevard and Harbor Boulevard from a six-lane Major Arterial to a four-lane Primary Arterial (with no change to the width of the ultimate public right-of-way). Approval of an amendment to the General Plan Circulation Element to reflect the following intersection lane configurations: (1) at Harbor Boulevard & Convention Way, provide two left-turn lanes, one shared through/right-turn lane, and one exclusive right-turn lane on the eastbound approach and one left-turn lane, one shared through/right-turn lane, and one exclusive right-turn lane on the westbound approach (consistent with existing configuration); and (2) at Haster Street & Gene Autry Way, provide a single shared left-turn/through/right-turn lane for the eastbound approach and three left-turn lanes and two right-turn lanes for the westbound approach. The northbound approach would be equipped with a right-turn signal overlapping with the westbound left-turn signal phase. Approval of an amendment to the General Plan Circulation Element and the City’s Bicycle Master Plan (1) to remove the Class I Bike Path in the Southern California Edison right-of-way (“ROW”) between Harbor Boulevard and Anaheim Boulevard and add a Class I Bike Path on the north side of Disney Way between Clementine Street and Anaheim Boulevard; (2) to add a Class I Bike Path on the west side of Clementine Street between Alro Way and Disney Way (limits subject to change based on determination of proposed dedication); and (3) to modify the classification of the planned bike facility on Walnut Street between Katella Avenue and Ball Road from Class II Bike Lanes to a Class I Bike Path on the east side of Walnut Street. Revise maps, figures, text, and tables throughout the General Plan to reflect these changes. Approval of amendment to the Anaheim Commercial Recreation Area Maximum Permitted Structural Height 5598767.1 A - 11 Agency Action Map (Anaheim Municipal Code Section 18.40.080 (Structural Height Limitation – Anaheim Commercial Recreation Area). Approval of an amendment to the DRSP and the DRSP Zoning and Development Standards (Anaheim Municipal Code Chapter 18.114). Approval of an amendment to the ARSP and the ARSP Zoning and Development Standards (Anaheim Municipal Code Chapter 18.116), including approval of the Theme Park East Overlay, the Theme Park West Overlay, and the Parking Overlay. Approval of amendments to The Anaheim Resort Public Realm Landscape Program and The Anaheim Resort Identity Program. Approval of the abandonment of the public right-of-way in Magic Way between Walnut Street and Disneyland Drive, in Clementine Street between Katella Avenue and the southern property line of the proposed Southeast District of the DRSP, previously dedicated by Disney to the City, and in Hotel Way north of Disney Way.1 Approval of an encroachment agreement for at least one and up to three pedestrian bridge(s) over Harbor Boulevard and up to two additional pedestrian bridge(s) over Disneyland Drive. Approval of an amendment to the 1996 Development Agreement between Walt Disney World Co. (renamed Walt Disney Parks and Resorts U.S., Inc. in 2009) and the City. Approval of a Discretionary Exemption to establish the timing of Street and Other Right-of-Way Dedications and Improvements (Anaheim Municipal Code Section 18.40.060 Dedications and Improvements). Orange County Transportation Authority Approval of an amendment to the Orange County Master Plan of Arterial Highways (MPAH) to (1) to remove the planned extensions of Gene Autry Way between Harbor Boulevard and Haster Street and of Clementine Street between Katella Avenue and Orangewood Avenue, which are planned through the Southeast District of the DRSP and the adjacent existing Toy Story Parking Lot in the ARSP and (2) to reclassify Disney Way between Anaheim Boulevard and Harbor Boulevard from a six-lane Major Arterial to a four lane Primary Arterial. 1 Specific limits of street abandonment shall be determined and approved by the City Engineer and City Council. Abandonment shall take place in accordance with the Street and Highway code together with approved City regulations and policies. 5598767.1 A - 12 EXHIBIT K Statement of Overriding Considerations [Insert final SOC] 5598767.1 A - 13 EXHIBIT L Terms for TOT In Lieu Agreement Subsequent DVC TOT In-Lieu Agreements: I. Tailoring of In-Lieu Agreement for each DVC Project: All DVC TOT In-Lieu Agreements relating to DVC Projects developed and opened during the Term shall be in substantially identical form to that certain Transient Occupancy Tax Agreement by and between the City and Disney Vacation Development, Inc., dated as of October 6, 2020; provided, however, that Section 2(a) of said agreement shall be replaced with language substantially identical to the following: a. The Parties hereby agree that, with respect to each year of operation of the Project, DVD shall make TOT in-lieu payments (“TOT in-lieu”) to the City in accordance with this Section II(A). i. Non-Application to Transient (Hotel) Guests: TOT in-lieu payments shall be calculated based on actual occupancy of the timeshare units when occupied by a DVD Timeshare Owner or other occupant based on a timeshare exchange; however, when a Project unit is occupied by a transient (hotel) guest, TOT and ATID shall be collected and paid as though the unit is a standard Hotel room rather than under this Agreement. ii. Comp Set Determination: The Parties agree that the primary comparison for purposes of establishing the comparison TOT in-lieu for the respective TOT in-lieu shall be rates (inclusive of all charges including parking and daily resort fees) charged by Disney or any third- party hotel booking service for average nightly room rate for each specific unit type within the actual DVC project. If there is not an applicable comparison rate either because the DVC project has not yet commenced operation or most or all the DVC units are actually occupied by DVC members for the comparison period (as distinguished from DVC members who make their DVC unit available rent on third-party hotel booking services), the Parties agree that the hotel or list of hotels agreed to (or deemed agreed to) by the Parties are the appropriate competitive set for the Project (“Comp Set”), determined according to the principles and process set forth in Exhibit XX, Section II of that certain Development Agreement dated [Insert Date], 2024 by and between the City and Walt Disney Parks and Resorts U.S., Inc., an affiliate of DVD (the “DA”). A. Periodic and Requested Comp Set Reviews. On or around every fifth (5th) anniversary of the Project’s opening date, or more frequently (but not less than two years since the last the last review) if either Party requests a review in writing on the basis of materially changed circumstances in either the DVC Project or the Comp Set which the requesting Party believes likely causes a difference in TOT revenues to the City under this Agreement of more than 10% from where they would otherwise be, the Parties shall meet and confer as to whether the Project’s Comp Set accurately reflects the Project’s market positioning, following the process set forth in Section II.C. of Exhibit XX to the DA to confirm the existing Comp Set or determine the new Comp Set. iii. Initial Determination of Sum Total Point Value: Each night of the year will be assigned a point value specific to Project room type, season, and day of the week (“Point 5598767.1 A - 14 Value”). Beginning with the Project’s first year of operation and thereafter on an annual basis, and no more frequently than on an annual basis, DVD shall provide to the City a Point Value allocation for the Project. The Parties agree that while the Point Value allocation may change from year to year, the sum total Point Value for the Project shall remain static from year to year. iv. Calculation of TOT Value Per Point. For each night that a timeshare unit in the Project is occupied and to which this Agreement applies under Section 2(a)(i), DVD will collect from the occupant, at checkout, an amount based on the Point Value assigned to such night, times a dollar figure with respect to TOT in-lieu (“TOT Value Per Point”). A. Initial Operation Period. For the first year of operation (the “first year of operation” being defined as the first full calendar year of the Project’s operations plus any partial calendar year of operations (i.e., if the Project opens on a day other than January 1st)), the TOT Value Per Point shall be set at (i) the actual TOT [(imputed for non-Anaheim hotels in the Comp Set based on their average daily rate and occupancy rate)] paid by the Project’s Comp Set for the twelve (12) full calendar months ending on the date which immediately precedes the date which is one year before the date on which the Project opens for operations (so, for a Project that opened on January 1, 2028, the measurement period would be January 1 through December 31, 2026), multiplied by (ii) a fraction equal to (y) the number of timeshare units in the Project divided by (z) the number of rooms available for hire in the Comp Set during the relevant period, such amount to be divided by (iii) [95]% of the sum total Point Value for the Project. B. Annual Reset and Review. For each subsequent year of Project operation, the TOT Value Per Point shall be reset as of January 1 to reflect the change in results for clause 2(a)(iv)(A)(i) above for the Project’s Comp Set for the preceding twelve (12) full calendar months, with primacy given in this determination, where applicable, to Project rooms sold during that time period to transient (hotel) guests of the Existing Disney Hotel in which the Project is physically embedded or to which it is immediately adjacent, as contemplated in II.B.1 below (but not II.B.2), and for clause 2(a)(iv)(A)(iii) above to reflect any difference between the initial occupancy assumption and the Project’s actual occupancy. For the sake of clarity, this change reflected in the preceding calendar year shall be applied to the TOT Value Per Point for stays occurring in the subsequent (not present) calendar year. C. Changes in City TOT Rate. The TOT Value Per Point shall also be increased or decreased to reflect any change in the TOT rate of 15% (or the tax rate then in effect pursuant to Code Section 2.12.010.) II. Principles and Process for Establishing the Comp Set including Dispute Resolution A. Overarching Goal: The Parties intend that the in-lieu TOT paid to the City for all future DVC projects approximate economic parity with the market rates and associated TOT paid for that DVC Project’s most comparable Hotel rooms, i.e., its Comp Set, to the full extent feasible throughout the Term of that DVC Project’s TOT agreement. B. Comp Set Determination – General Principles: 1) When DVC Project is Embedded in an Existing Disney Hotel. The Parties acknowledge and agree that absent an atypical market strategy or room development type within the DVC Project, where the DVC Project is physically embedded and/or immediately 5598767.1 A - 15 adjacent to an existing Disney Hotel (the “Existing Disney Hotel”), the appropriate Comp Set for that DVC Project is the set of one consisting of that Existing Disney Hotel. 2) When the DVC Project is Not Embedded in or is Differentiated from Existing Disney Hotel(s). If the DVC Project is not physically embedded and/or immediately adjacent to an existing Disney Hotel, or is so embedded and/or adjacent but is intended to be marketed at a value point materially inconsistent with that of the Existing Disney Hotel, then the Comp Set for that DVC Project shall be determined by reference to a combination (which can include a relative economic allocation) of Disney hotels determined by the Parties or, if the Parties do not agree, by their respective Lodging Industry Experts pursuant to the process described below as most likely to reflect the DVC Project’s market position and pricing. The preference will be for reliance on Disney hotels in Anaheim, but reliance on one or more then-existing Disney hotels in Florida will be permitted if the consensus of the Parties and/or the expert opinion of the Lodging Industry Experts is that inclusion of such hotels is beneficial to the determination of the DVC Project’s market positioning. By way of example only, if a DVC Project was proposed as a physical addition to the Pixar Place Hotel but was intended to be marketed as a more luxe offering, the Parties and/or their Lodging Industry Experts could, exercising their judgment, determine the Comp Set by reference solely to Pixar Place Hotel but with an assumed adjustment to reflect the expected premium, or by reference (presumably weighted) to both Pixar Place Hotel and Disney’s Grand Californian Hotel and Spa, or by references to both these hotels and/or additional then- existing Disney hotels in Florida that had similar characteristics to the planned DVC Project helpful to determining its likely market position. 3) Commitment of Candor and Adherence to Overarching Goal. Disney agrees that throughout each Comp Set process, it will provide a candid picture to the City’s representatives of its intended lodging product and general marketing intent with the DVC Project, so as to accurately inform the Comp Set decision, and also as to the relevant rates of any non-Anaheim existing Disney hotel included or proposed to be included in the Comp Set. Disney and the City both agree that throughout each Comp Set process, they shall be guided, and they shall direct their respective Lodging Industry Experts to be guided, by the overarching goal of approximating economic parity in market rates for the most comparable Hotel rooms to the DVC Project, and in payment of associated TOT. C. Process for Comp Set Determination and Dispute Resolution 1) Initial Discussion. No later than eighteen (18) months before the anticipated public opening of a DVC Project, the Parties will meet to discuss the DVC Project and its anticipated market positioning and shall attempt to reach mutual agreement on the associated Comp Set at this meeting or within 45 days thereafter (such timeframe, the “Initial Comp Set Period”). The Parties may include their respective Lodging Industry Experts in this initial meeting. 2) Industry Expert Resolution. If the Parties cannot reach agreement on the DVC Project’s Comp Set within the Initial Comp Set Period, then they shall notify one another no later than 5 days after the Initial Comp Set Period ends of the identity of their respective Lodging Industry Expert if they have not already done so, providing contact information. 5598767.1 A - 16 i. The Parties’ Lodging Industry Experts shall meet within 30 days after the Initial Comp Set Period ends to discuss the DVC Project and its anticipated market positioning and shall attempt to reach mutual agreement on the associated Comp Set at this meeting. The Parties may attend the initial portion of the meeting to provide the Lodging Industry Experts with an overview of the DVC Project and their respective viewpoints appropriate Comp Set inclusions, if these have not already been communicated during the Initial Comp Set Period, and the Parties will then allow the Experts to meet and confer privately. If after private conference the Parties’ Lodging Industry Experts reach agreement, they will immediately notify the Parties of the DVC Project’s Comp Set and the Parties agree to be bound by that decision. ii. If the Parties’ Lodging Industry Experts cannot agree on the DVC Project’s Comp Set during their meeting, they will identify for the Parties in writing, within 10 days thereafter, (A) one or more mutually agreeable candidates in ranked order to serve as the third Lodging Industry Expert (the “Third Expert;” collectively with City’s Lodging Industry Expert and Disney’s Lodging Industry Expert, the “Experts”), and (B) their respective opinion about the DVC Project’s appropriate Comp Set. The Parties will proceed to engage the Third Expert, the costs of whom will be mutually borne by the Parties, no later than 30 days after the Parties’ Lodging Industry Experts provide their list of Third Expert candidates. iii. The Parties and, if they can both attend, their respective Experts, will meet with the Third Expert within fifteen (15) days after the Third Expert is engaged to provide an overview of the DVC Project, their views as to its expected market positioning, and the other Experts’ opinions as to the Project’s appropriate Comp Set. iv. No later than thirty (30) days after the joint meeting, the Third Expert will notify the Parties which of the two Parties’ Experts’ opinion as to Comp Set the Third Party believes is the better Comp Set for the DVC Project given the overarching goal set forth in Section II.A. The Parties agree to be bound by that decision. 5598767.1 A - 1 EXHIBIT M Existing Road Segments [Insert Map – Project Description Exhibits 3-12] 5598767.1 A - 2 EXHIBIT N Mapped Road Segments [Insert Map – Modified Project Description Exhibits 3-13] 5598767.1 LA_DOCS 68902.1 i FIRST AMENDED AND RESTATED DEVELOPMENT AGREEMENT NO. 96-01 (1st Amended 24-01) TABLE OF CONTENTS 1. DEFINITIONS. .......................................................................................................................... 8 1.1 “Accounting Opinion” ................................................................................................. 8 1.2 “Affiliate of Disney” .................................................................................................... 8 1.3 “Agreement” . ................................................................................................................ 8 1.4 “AMC” . ......................................................................................................................... 8 1.5 RESERVED .................................................................................................................. 8 1.6 “Anaheim Resort Specific Plan” or “ARSP” .............................................................. 8 1.7 “Annual Review” .......................................................................................................... 9 1.8 “Applicable Rules” ....................................................................................................... 9 1.10 “Attorneys’ Fees” ....................................................................................................... 10 1.11 “Authority” ................................................................................................................. 10 1.12 “California Environmental Quality Act” or “CEQA” . ............................................. 10 1.13 “City” .......................................................................................................................... 10 1.14 “City Agency” ............................................................................................................ 10 1.15 “City Attorney” . ......................................................................................................... 10 1.16 “City Council”. ............................................................................................................ 10 1.17 “City Manager” means the chief administrative officer of the City. ....................... 10 1.18 “City Project Coordinator” ........................................................................................ 11 1.19 “Completed Qualified Theme Park and/or Lodging Improvements” ...................... 11 1.20 “Conditions of Approval” . ......................................................................................... 11 1.21 “Costs of Qualified Theme Park and/or Lodging Improvements” .......................... 11 1.22 RESERVED ................................................................................................................ 12 1.23 “Counsel” .................................................................................................................... 12 1.24 “Development Agreement Act” . ............................................................................... 12 1.25 “Discretionary Action” .............................................................................................. 13 1.26 “Disney” ..................................................................................................................... 13 1.28 “Disney California Adventure” ................................................................................. 13 1.29 “Disney Property” or “Disney Properties” ................................................................. 13 1.30 “Disneyland” . ............................................................................................................. 13 1.31 “Disneyland Resort” ................................................................................................... 14 1.32 “Effective Date” ......................................................................................................... 14 1.33 “Enabling Ordinance” ................................................................................................ 14 1.34 “Encroachment License” ........................................................................................... 14 1.35 “Excess Development Investment Threshold” ......................................................... 14 5598767.1 LA_DOCS 68902.1 ii 1.36 “Fees” .......................................................................................................................... 14 1.37 “FEIR” ........................................................................................................................ 14 1.38 RESERVED. ............................................................................................................... 15 1.39 “Finance Agreement” ................................................................................................. 15 1.40 RESERVED. ............................................................................................................... 15 1.41 “General Plan” means the General Plan of the City. ................................................. 15 1.42 “Hotel Rooms” or “Hotel” ......................................................................................... 15 1.43 “Impact Fees” ............................................................................................................. 15 1.44 “Initial Development Commitment Completion Date” ............................................. 15 1.45 “Initial Development Investment Threshold” . .......................................................... 15 1.46 “Inspections” .............................................................................................................. 15 1.47 “Landscaping and Lighting District” . ....................................................................... 15 1.48 “Lease” ......................................................................................................................... 16 1.49 “List of Actions” . ....................................................................................................... 16 1.50 “Litigation” ................................................................................................................. 16 1.51 “Maintenance Capital” ............................................................................................... 16 1.52 “Ministerial Permits and Approvals” ........................................................................ 17 1.53 “Mitigation Measures” ............................................................................................... 17 1.54 “Opening Day Project” . ............................................................................................. 17 1.55 “Opening Day” ........................................................................................................... 17 1.56 “Parties” ...................................................................................................................... 17 1.57 “Party” ........................................................................................................................ 17 1.58 “Plaintiff” .................................................................................................................... 17 1.59 “Planning Commission” ............................................................................................ 17 1.60 “Planning Director” .................................................................................................... 17 1.61 “Procedures Resolution” .......................................................................................... 187 1.62 “Processing Fees and Charges” ................................................................................. 18 1.63 “Project ” .................................................................................................................... 18 1.64 “Project Approvals” .................................................................................................... 18 1.65 “Project Elements” ...................................................................................................... 19 1.66 “Qualified Theme Park and/or Lodging Improvements” ........................................ 20 1.67 “Reserved Powers” . .................................................................................................... 20 1.68 “Retail, Dining and Entertianment Uses” . ................................................................ 20 1.69 “Right(s)-of-Way” ...................................................................................................... 21 1.70 “Section”. .................................................................................................................... 21 1.71 “RESERVED” ............................................................................................................ 21 1.72 “Statement of Overriding Considerations” ............................................................... 21 1.73 “Term” ........................................................................................................................ 21 1.74 “The Anaheim Resort” . .............................................................................................. 21 1.75 “The Anaheim Resort Specific Plan” or “ARSP”. ................................................... 21 1.76 “The Disneyland Resort Project” .............................................................................. 21 1.77 “The Disneyland Resort Specific Plan” or “DRSP”” . ........................................... 221 5598767.1 LA_DOCS 68902.1 iii 1.78 RESERVED ............................................................................................................. 221 1.79 "The Walt Disney Company"…………………………………………………...21 1.80 "Theme Park" and "Theme Park uses"…………………………………………..22 1.81 "Uniform Codes" ………………………………………………………………..22 2. RECITALS OF PREMISES, PURPOSE AND INTENT. ................................................ 22 2.1 State Enabling Statute. .............................................................................................. 22 2.2 City Procedures and Actions. ..................................................................................... 23 2.2.1 Planning Commission Action. . ....................................................................... 23 2.2.2 City Council Action ........................................................................................ 24 2.3 Purpose of this Agreement. ......................................................................................... 25 2.3.1 Disney Objectives. . ........................................................................................ 25 2.3.2 Mutual Objectives. ......................................................................................... 25 2.4 Applicability of the Agreement. . .............................................................................. 26 3. AGREEMENT AND ASSURANCES. ................................................................................. 26 3.1 Agreement and Assurance on the Part of Disney. ................................................... 26 3.1.1 Opening Day Project. ..................................................................................... 27 3.1.2 Initial Development Commitment for New Theme Park and Hotel Improvements ............................................................................................................. 27 3.1.2.1 Qualified Theme Park and/or Lodging Improvements Compliance with Project Approvals, Mitigation Measures and Conditions of Approval ................................................................................... 28 3.1.2.2 Costs Verification.. ......................................................................... 28 3.1.2.3 Consideration for Excess Investment.. ............................................ 29 3.1.3 Affordable Housing Payment. ........................................................................ 29 3.1.4 Park Improvement Payment. ......................................................................... 30 3.1.5 Future Vacation Ownership Resorts; Agreements Concerning Payments In-Lieu of Transient Occupancy Tax and ATID. ..................................... 30 3.1.6 Katella Sewer Deficiency Related Improvements .......................................... 31 3.1.7 Fire Operations Agreement and Improvements. ............................................ 33 3.1.7.1 General ................................................................................................. 33 3.1.8 Police Operations Agreement and Improvements. ......................................... 35 3.1.8.1 General. ................................................................................................ 35 3.1.9 Current and Future Right-of-Way Abandonment and Vacation.................. 388 3.1.10 Assurances Regarding Potential City Pedestrian Bridges. ............................. 43 3.1.11 Bicycle Facilities .............................................................................................. 45 3.1.12 East-West Connector Project Operation and Maintenance Funding by ATID.. .......................................................................................................................... 47 3.1.13 Staffing Reimbursement and Enhanced Services Agreement ....................... 47 3.1.14 Phasing of Remaining Development. .............................................................. 48 3.1.15 Right(s)-of-Way Acquisition and Dedication.. ............................................... 49 3.1.16 Employment. . ................................................................................................. 50 3.1.17 Project Quality. ................................................................................................ 51 5598767.1 LA_DOCS 68902.1 iv 3.1.18 Landscaping and Lighting District. . .............................................................. 51 3.1.19 Sales Tax on Construction Materials .............................................................. 51 3.2 Agreement and Assurances on the Part of the City ................................................... 52 3.2.1 Entitlement to Develop. ................................................................................... 52 3.2.2 Changes in Applicable Rules. .......................................................................... 54 3.2.3 Environmental Equivalency. ........................................................................... 55 3.2.4 Agreed Changes and Other Reserved Powers. ............................................... 55 3.2.5 Subsequent Development Review. .................................................................. 56 3.2.6 Effective Development Standards. ................................................................ 56 3.2.7 Moratoria. ......................................................................................................... 56 3.2.8 Anaheim Resort Specific Plan. ........................................................................ 56 3.2.9 Standard City Services ..................................................................................... 57 3.2.10 Impact Fees. ...................................................................................................... 57 3.3 Shared Use Parking with Convention Center: ........................................................... 58 3.3.1 Shared Use Parking Facility ............................................................................ 59 3.4 Agreement and Assurance re: Height Requirements. ................................................ 61 3.4.1 Background. ..................................................................................................... 61 3.4.2 Project Changes to Height Requirements ....................................................... 61 3.4.3 Notification of Future Proposed Height Requirements Changes .................. 62 3.5 Changes to Disney Property ....................................................................................... 63 3.6 Entitlements, Permits and Expediting Inspections: ................................................... 63 3.6.1 City Project Coordinator .................................................................................. 63 3.6.2 Processing Fees and Charges. .......................................................................... 64 3.6.3 Timeframes and Staffing for Processing and Review such Ministerial Permits and Approvals and Inspections . ................................................................... 64 3.6.4 Permit/Approval Dispute Resolution .............................................................. 66 3.6.5 Environmental Review. ................................................................................... 68 4. ANNUAL REVIEW. ............................................................................................................... 69 4.1 Annual Review ............................................................................................................ 69 4.2 Termination Or Modification of Agreement.............................................................. 69 4.3 Reimbursement Of Costs 5. DEFAULT PROVISIONS. .................................................................................................... 69 5.1 Default By Disney. ...................................................................................................... 69 5.1.1 Default. ............................................................................................................. 69 5.1.2 Notice Of Default y . ........................................................................................ 70 5.1.3 Failure To Cure Default Procedure. ................................................................ 70 5.1.4 Termination Or Modification of Agreement. ................................................. 71 5.1.5 Specific Performance ....................................................................................... 71 5.2 Default By The City. ................................................................................................... 72 5.2.1 Default and Notice of Default. ........................................................................ 72 5.2.2 Specific Performance ....................................................................................... 72 5598767.1 LA_DOCS 68902.1 v 6. GENERAL PROVISIONS. .................................................................................................... 73 6.1 Effective Date . ............................................................................................................ 73 6.2 Term. ............................................................................................................................ 73 6.2.1 Basic Term ....................................................................................................... 73 6.2.2 RESERVED. .................................................................................................... 73 6.2.3 Early Full Termination of Agreement. ............................................................ 73 6.2.4 Disneyland and Opening Day Project Continued Vesting Upon Partial Termination. ................................................................................................................ 74 6.3 Appeals To City Council. ........................................................................................... 74 6.4 Enforced Delay; Extension of Time of Performance. . ............................................. 75 6.5 Legal Action. ............................................................................................................... 76 6.6 Applicable Law . ......................................................................................................... 76 6.7 Amendments and Operating Memorandam. .............................................................. 76 6.7.1 Amendments. ................................................................................................. 76 6.7.2 Operating Memoranda ................................................................................... 77 6.8 Assignment. ................................................................................................................. 77 6.9 Covenants .................................................................................................................... 82 6.10 Implementation. ........................................................................................................... 82 6.10.1 Processing. ........................................................................................................ 82 6.10.2 Other Governmental Permits ........................................................................... 82 6.11 Relationship Of the Parties. ........................................................................................ 83 6.12 Cooperation in Event of Litigation, Hold Harmless and Insurance. ......................... 83 6.12.1 Cooperation In The Event Of Litigation. ........................................................ 83 6.12.2 Hold Harmless. ................................................................................................. 85 6.12.3 Insuranceior to any modification or termination of coverage. ....................... 87 6.12.4 Continuing Obligations .................................................................................... 88 6.13 Tentative Maps. ........................................................................................................... 88 6.14 Notices ......................................................................................................................... 88 6.15 Recordation .................................................................................................................. 89 6.16 Constructive Notice and Acceptance. ........................................................................ 89 6.17 Successors And Assignees .......................................................................................... 90 6.18 Severability. ................................................................................................................. 90 6.19 Time Of the Essence. .................................................................................................. 90 6.20 Waiver . ........................................................................................................................ 90 6.21 No Third-Party Beneficiaries ...................................................................................... 90 6.22 Expedited Processing. ................................................................................................. 90 6.23 Requests for Payment .................................................................................................. 91 6.24 Entire Agreement ........................................................................................................ 91 6.25 Legal Advice; Neutral Interpretation; Headings, and Table of Contents ................. 91 6.26 Counterparts................................................................................................................. 92 5598767.1 vi LIST OF EXHIBITS First Mentioned On Page: Exhibit A Conditions of Approval ................................................................................................ 11 Exhibit B Disney Property ............................................................................................................ 13 Exhibit C Disneyland ..................................................................................................................... 13 Exhibit D Existing Hotel Rooms ................................................. Error! Bookmark not defined. Exhibit E Mitigation Monitoring Program ................................................................................... 17 Exhibit F Opening Day Project ..................................................................................................... 17 Exhibit G Illustrative Plan ............................................................................................................. 17 Exhibit H Procedures Resolution .................................................................................................. 18 Exhibit I Project Approvals ......................................................................................................... 18 Exhibit J Statement of Overriding Considerations...................................................................... 21 Exhibit K West Street/Disneyland Drive Realignment .............. Error! Bookmark not defined. Exhibit L Impact Fees ................................................................................................................... 15