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6534ORDINANCE NO. 6 5 3 4 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF ANAHEIM AND ANAHEIM 1 INV, LLC, AND AUTHORIZING THE MAYOR PRO TEM TO EXECUTE SAID AGREEMENT FOR AND ON BEHALF OF THE CITY (DEV2020-00248) WHEREAS, Article 2.5 of Chapter 4 of Division 1 of Title 7 (commencing with Section 65864) of the Government Code of the State of California (herein referred to as the "Statute") authorizes a city to enter into a contract which is called a development agreement in order to establish with certainty what regulations will govern the construction of a development; and WHEREAS, the City Council of the City of Anaheim (herein referred to as the "City Council"), as a charter city, enacted Ordinance No. 4377 on November 23, 1982 (herein referred to as the "Enabling Ordinance"), making the City subject to the Statute; and WHEREAS, pursuant to subdivision (c) of Section 65865 of the Statute, the City Council adopted Resolution No. 82R-565 on November 23, 1982 (herein referred to as the "Procedures Resolution"), establishing procedures and requirements for consideration of development agreements by the City upon receipt of an application therefor; and WHEREAS, in accordance with the Statute, the Enabling Ordinance and the Procedures Resolution (herein referred to collectively as the "Development Agreement Law"), the City of Anaheim received a verified petition from City Ventures Homebuilding, LLC dba Anaheim 1 Inv, LLC (the "Developer"), requesting that the City consider and approve a development agreement (Development Application No. 2020-00248), in the form presented at the meetings at which this Ordinance was introduced and thereafter adopted, to provide for the development of the "Project" described in the development agreement and certain vested development rights in connection therewith; and WHEREAS, the development agreement is proposed in conjunction with the Owner's application for approval of General Plan Amendment No. 2021-00536, Reclassification No. 2021- 00336, Conditional Use Permit No. 2021-06097, and Tentative Tract Map No. 19141 which, together with the development agreement (Development Application No. 2020-00248), are collectively referred to as the "Proposed Project"; and WHEREAS, the Proposed Project is intended to permit the development of the Project on that certain real property consisting of approximately 1.55 acres and commonly known as 1661- 1673 West Broadway, which real property is generally depicted on the map attached hereto as Exhibit A and more particularly described in Exhibit B attached hereto and incorporated herein by this reference (herein referred to as the "Property"); and WHEREAS, pursuant to and in accordance with the provisions of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; herein referred to as "CEQA"), the State of California Guidelines for the Implementation of the California Environmental Quality Act (commencing with Section 15000 of Title 14 of the California Code of Regulations; herein referred to as the "CEQA Guidelines"), and the City's Local CEQA Procedures, the City is the "lead agency" for the preparation and consideration of environmental documents for the Proposed Project; and WHEREAS, in conformance with CEQA, the CEQA Guidelines and the City's Local CEQA Procedures, a draft Mitigated Negative Declaration was prepared to evaluate the physical environmental impacts of the Proposed Project. The Mitigated Negative Declaration was circulated for a 20-day public/responsible agency review on May 5, 2022, and was also made available for review at Anaheim City Hall and on the City's website at www.anaheim.net; and WHEREAS, in conformance with CEQA and the CEQA Guidelines, a Mitigation Monitoring Plan has been prepared for the Proposed Project and includes mitigation measures that are specific to the Proposed Project (herein referred to as "MMP No. 381 "); and WHEREAS, the City gave notice of its intent to adopt the Mitigated Negative Declaration to (a) the public pursuant to Section 15072(b) of the CEQA Guidelines, (b) those individuals and organizations, if any, that previously submitted written requests for notice pursuant to Section 15072(b) of the CEQA Guidelines, (c) responsible and trustee and other agencies with jurisdiction over resources that will be affected by the Proposed Project pursuant to Section 15073(c) of the CEQA Guidelines, and (d) the Clerk of the County of Orange pursuant to Section 15072(a) of the CEQA Guidelines; and WHEREAS, the Planning Commission did hold a public hearing in the City of Anaheim on July 6, 2022, at 5:00 p.m., notice of said public hearing having been duly given as required by law and in accordance with the provisions of Chapter 18.60 (Procedures) of the Code, to hear and consider evidence for the Mitigated Negative Declaration and to hear and consider evidence for and against the Proposed Project and related actions, and to investigate and make findings and recommendations in connection therewith; and WHEREAS, by its motion, but prior in time to the adoption of its Resolution No. PC2022- 071 and pursuant to the provisions of CEQA, the CEQA Guidelines, and the City's Local CEQA Procedures, the Planning Commission found and determined that the Proposed Project will have a less than significant impact upon the environment with the implementation of the conditions of approval and the mitigation measures attached to that concurrent Resolution and contained in MMP No. 381, and recommended that the City Council approve and adopt the Mitigated Negative Declaration and MMP No. 381; and WHEREAS, after due inspection, investigation and study made by itself, and in its behalf, and after due consideration of, and based upon, all evidence and reports offered at said hearing relating to Proposed Project, the Planning Commission, adopted Resolution PC2022-071, recommending that the City Council approve the development agreement (Development Application No. 2020-00248) in the form presented at the meeting, contingent upon and subject to the adoption by the City Council of (1) a resolution approving General Plan Amendment No. 2021- -2- 00536, Conditional Use Permit No. 2021-06097, and Tentative Tract Map No. 19141; and, (2) an ordinance approving and adopting Reclassification No. 2021-00336; and, WHEREAS, upon receipt of the Planning Commission's recommendation, made by both Resolution PC2022-071, and motion, the City Council did fix the 9t` day of August, 2022, as the public hearing on the Proposed Project and the Mitigated Negative Declaration and for the purpose of considering evidence for and against the Proposed Project and the Mitigated Negative Declaration, and did give notice thereof in the manner and as provided by law; and WHEREAS, this City Council, after due inspection, investigation and study made by itself and in its behalf, and after due consideration of and based upon all of the testimony, evidence and reports offered at said hearing, does find and determine that proposed development agreement (Development Project No. 2020-00248), in the form presented at this meeting, meets all of the standards and requirements set forth in Resolution No. 82R-565 (the "Procedures Resolution"), which was adopted by the City Council on November 23, 1982, that is: 1. The proposed development agreement is consistent with the General Plan, and with the goals, policies, programs and objectives specified in the General Plan; 2. The proposed development agreement is compatible with the uses authorized in, and the regulations prescribed for, the applicable zoning district(s) in which the Project is and will be located, upon adoption of Reclassification No. 2021- 00336, now pending; 3. The proposed development agreement is compatible with the orderly development of property in the surrounding area; 4. The proposed development agreement is not otherwise detrimental to the health and safety of the citizens of the City of Anaheim; and 5. The proposed development agreement constitutes a lawful, present exercise of the City's police power and authority under, is entered into pursuant to, and is in compliance with the City's charter powers, the requirements of Section 65867 of California Government Code and the Procedures Resolution. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS: SECTION 1. That Development Agreement (Development Permit No. 2020-00248) by and between the City of Anaheim and ANAHEIM 1 INV, LLC., attached hereto as Exhibit C be, and the same is hereby, approved. -3- SECTION 2. That the Mayor Pro Tern be, and is hereby, authorized to execute Development Agreement (Development Application No. 2020-00248) for and on behalf of the City. THE FOREGOING ORDINANCE was introduced at a regular meeting of the City Council of the City of Anaheim held on the 9 th day of August , 2022, and thereafter passed and adopted at a regular meeting of said City Council held on the 2 3 rd day of August , 2022, by the following roll call vote: AYES: Mayor Pro Tem O'Neil and Council Members Diaz, Ma'ae, Moreno, Valencia and Faessel NOES: None ABSENT: None ABSTAIN: None [Mayoral vacancy] CITY OF ANAHEIM MAy6R PRO TEM OF THE ITY OF ANAHEIM ATTES CITY CLEJK OF THE CITY OF ANAHEIM me O o so ioa Fv EXHIBIT "Art DEV NO.2020-00248 W BROADWAY a a W TRAPEZOID DR a z 0 a N RHOMBUS LN Source: Recorded Tract Maps and/or City GIS. Please note the accuracy is +/- two to five feet. "EXHIBIT B" LEGAL DESCRIPTION PARCEL 1: THE EAST 100 FEET OF THE WEST 200 FEET OF THE SOUTHWEST QUARTER OF 114E NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 16, TOWNSHIP 4 SOUTH. RANGE 10 WEST. SAN BERNARDINO BASE AND MERIDIAN. BEING FURTHER DESCRIBED AS 1HE EAST 100 FEET OF THE WEST 200 FEET OF THE EAST HALF OF LOT 5 OF HELEN AND LYNCH'S ADDITION TO ANAHEIM. IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED INBOOK 442. PAGE 158 OF CEEDS. RECORDS OF LOS ANGELES COUNTY. CALIFORNIA. EXCEPTING THEREFROM THAT PORTION CONVEYED TO RICHARD E. WINELAND AND VIRGINIA F. KINELAND BY QUITCLAIM DEED RECORDED JAW14RY 11. 1962 AS INSTRUMENT NO. 7171. INBOOK 5972. PAGE 173 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 250-101-09 PARCEL 2: THE WEST 100 FEET OF THE EAST HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 16, TOWNSHIP 4 SOUTH. RANGE 10 WEST. SAN BERNARDINO BASE AND MERIDIAN. BEING FURTHER DESCRIBED AS THE WEST 100 FEET OF THE EAST HALF OF LOT 5 OF HELEN AND LYNCH'S ADDITION TO ANAHEIM. AS SHOWN ON A MAP RECORDED IN BOOK 442. PAGE 158 OF DEEDS. RECORDS OF LOS ANGELES COUNTY, CAL.EORNIA. EXCEPTING THEREFROM THAT PORTION CONVEYED TO M. DOUGLAS AND BERNICE DOUGLAS. HUSBAND AND WIFE, AS JOINT TENANTS, BY GRANT DEED RECORDED JANUARY 11, 1962 AS INSTRUMENT NO. 7172, IN BOOK 5972, PAGE 174 OF OFFICIAL RECORDS, IN THE OFFICE OF 1HE COUNTY RECORDER OF SAID COUNTY. APN: 250-101-08 res "EXHIBIT C" [Behind this Page] -7- RECORDING REQUESTED BY AND, WHEN RECORDED, RETURN TO: City Clerk City of Anaheim P.O. Box 3222 Anaheim, California 92805 (SPACE ABOVE FOR RECORDER'S USE) DEVELOPMENT AGREEMENT (DEVELOPMENT PERMIT NO.2020-00248) BETWEEN CITY OF ANAHEIM AND ANAHEIM 1 INV, LLC TABLE OF CONTENTS 1. DEFINITIONS ............. Page ............................................. 2 2. PROPERTY, PURPOSE AND INTENT.................................................................................. 6 2.1 Property Description..................................................................................................... 6 2.2 City Objectives.............................................................................................................. 6 2.3 Developer Objectives.................................................................................................... 7 2.4 Mutual Objectives.........................................................................................................7 3. AGREEMENT AND ASSURANCES......................................................................................7 3.1 Agreement and Assurance on the Part of Developer .................................................... 7 3.2 Agreement and Assurances on the Part of the City ...................................................... 7 3.2.1 Entitlement to Develop..................................................................................... 7 3.2.2 Changes in Applicable Rules............................................................................ 7 3.2.3 Agreed Changes and Other Reserved Powers .................................................. 8 3.2.4 Subsequent Development.................................................................................8 3.2.5 Effective Development Standards.................................................................... 8 3.2.6 Timing and Sequencing of Development......................................................... 9 3.3 Processing Fees; Extraordinary Processing Consultant Charges and Environmental Review.................................................................................................. 9 3.3.1 Processing Fees and Charges............................................................................ 9 3.3.2 Environmental Review..................................................................................... 9 4. DEVELOPMENT PLAN.......................................................................................................... 9 4.1 Vested Right to Develop Property ................................................................................ 9 5. ANNUAL REVIEW; REIMBURSEMENT; DEFAULT; SPECIFIC PERFORMANCE....................................................................................................................10 5.1 Annual Review............................................................................................................10 5.2 Reimbursement of Costs.............................................................................................10 5.3 Default by Developer..................................................................................................10 5.3.1 Default............................................................................................................10 5.3.2 Notice of Default............................................................................................10 5.3.3 Termination for Failure to Cure Default........................................................10 5.3.4 Specific Performance......................................................................................10 5.3.5 Damages.........................................................................................................11 5.4 Default by City............................................................................................................11 5.4.1 Notice of Default............................................................................................11 6. PUBLIC BENEFITS...............................................................................................................11 6.1 Increase in Property Taxes..........................................................................................11 6.2 Affordable Housing Payment...................................................................................... 11 7. GENERAL PROVISIONS......................................................................................................12 7.1 Date Agreement Becomes Effective...........................................................................12 7.2 Term............................................................................................................................12 7.2.1 Basic Term......................................................................................................12 7.2.2 Early Termination of Agreement....................................................................12 7.2.3 Automatic Termination of Agreement...........................................................12 N 7.2.4 Effect of Termination.....................................................................................12 7.3 Force Majeure: Extension of Time of Performance...................................................12 7.4 Applicable Law...........................................................................................................13 7.5 Amendments...............................................................................................................13 7.6 Assignment.................................................................................................................13 7.6.1 Right to Assign...............................................................................................13 7.7 Mortgage Rights..........................................................................................................14 7.7.1 Encumbrances on the Property and this Agreement.......................................14 7.7.2 Mortgagee Protection.....................................................................................14 7.7.3 Mortgagee Not Obligated...............................................................................14 7.7.4 Notice of Default to Mortgagee: Right of Mortgagee to Cure ......................14 7.7.5 Bankruptcy.....................................................................................................15 7.7.6 Termination Subject to Mortgagee Rights.....................................................15 7.7.7 No Cancellation..............................................................................................15 7.7.8 Reserved.........................................................................................................15 7.7.9 Separate Agreement........................................................................................15 7.7.10 Material Notices.............................................................................................15 7.7.11 Mortgagee Right to Assign.............................................................................16 7.8 Covenants....................................................................................................................16 7.9 Implementation...........................................................................................................16 7.10 Relationship of the Parties..........................................................................................16 7.11 Cooperation in the Event of Third Party Litigation....................................................16 7.12 Notices........................................................................................................................ 17 7.13 Recordation................................................................................................................. 17 7.14 Developer Hold Harmless...........................................................................................17 7.15 Successors and Assigns...............................................................................................18 7.16 Severability .................................................................................................................18 7.17 Waiver.........................................................................................................................18 7.18 Third Party Beneficiaries............................................................................................18 7.19 Expedited Processing..................................................................................................18 7.20 Requests for Payment.................................................................................................18 7.21 Entire Agreement........................................................................................................19 7.22 Conflict of Laws.........................................................................................................19 7.23 Legal Advice; Neutral Interpretation; Headings and Table of Contents.....................19 7.24 Counterparts................................................................................................................19 7.25 Organization and Standing of Developer....................................................................19 ii DEVELOPMENT AGREEMENT NO. BY AND BETWEEN THE CITY OF ANAHEIM AND THIS DEVELOPMENT AGREEMENT NO. ("Agreement") is made and entered into as of this day of 2021 (the "Date of Agreement"), by and between the CITY OF ANAHEIM, a charter city and a municipal corporation duly organized and existing under the Constitution and the laws of the State of California ("City"), and ("Developer"), pursuant to the authority set forth in Section 65867 of the California Government Code, and the general authority set forth in section 65864 et seq. of the Government Code (the "Development Agreement Act"), the City's inherent power as a charter city, and the Development Agreement Act implementing procedures adopted by the City in Resolution No. 82R-565 (the "Procedures Resolution"). The definitions contained in Section 1 shall apply to the entire Agreement, including the following RECITALS. RECITALS A. Developer has proposed development of the Project, as defined below and depicted on the Site Map (Exhibit A to this Agreement). B. The City and Developer recognize that development of the Project will provide redevelopment of a commercial area with much needed housing for the City and the region; and C. The Project will provide a Mid Density residential development, which will provide new General Fund revenues intended to offset incremental City costs associated with such uses; and D. The Project will provide development fees which will provide City-wide benefits, certain public infrastructure, private parking and amenities needed to support the Project, as well as funding for off -site affordable housing programs and projects; and E. Developer, in consideration of City entering into this Agreement and of the benefits and opportunities provided to Developer by the Existing Approvals and the cooperation and assistance of the City in connection therewith, agrees to pay to City the "Affordable Housing Payment" (as defined below) and will further provide assurances to the City that the public infrastructure, amenities and design features of the Project are implemented in a timely manner as set forth in the Existing Approvals and; F. In order to provide certainty and render development of the Project more feasible in light of the large capital investment and time necessary to coordinate and implement the Project, Developer requires assurance from the City that the land use entitlements in the Existing Approvals shall, to the extent specified herein, not be amended or supplemented; and G. Developer also recognizes and agrees that in extending these benefits to Developer, the City must retain the Reserved Powers; and H. Concurrently with or prior to approval of this Agreement, the City has approved the following other Project Approvals applicable to the Project, which are hereinafter collectively referred to as the "Existing Approvals": 1) General Plan Amendment No. 2021-00536; 2) Zoning Reclassification No. 2021-00336; 3) Conditional Use Permit No. 2021-06097; and 4) Tentative Tract Map No. 19141. I. City and Developer desire to enter into this Agreement to provide for the Affordable Housing Payment and to assure development of the Property in accordance with the Existing Approvals and provide for vesting of same for the Term of the Agreement, to assure the City of installation of the public infrastructure, including parking facilities, amenities and design features of the Project in accordance herewith and as described in the Existing Approvals; and J. On , 2022, the Planning Commission, held a duly noticed public hearing regarding this Agreement and environmental documentation related thereto, and at the conclusion of such hearing, and after consideration of evidence and testimony submitted by City staff, the Developer and all interested parties, adopted a Resolution recommending that the City Council approve the Agreement; and K. The City hereby finds that this Agreement and the Existing Approvals are consistent with the City's General Plan and the Anaheim Municipal Code, and that the MND satisfies all requirements of the California Environmental Quality Act and the State CEQA Guidelines with respect to this Agreement and the Project; and L. On 2022, the City Council held a duly noticed public hearing regarding this Agreement and, at the conclusion of the hearing, and after considering the recommendation of the Planning Commission, the evidence and testimony submitted by City staff, the Developer and all other interested parties, introduced Ordinance No. approving this Agreement on , 2022, and adopted Ordinance No. authorizing execution of this Agreement on , 2022 (the "Authorizing Ordinance"); and WHEREAS, for the foregoing reasons, the Parties desire to enter into this Agreement. NOW, THEREFORE, in consideration of the promises and mutual promises and covenants herein contained and other valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. DEFINITIONS. 1.1 "Affordable Housing Payment" means payments to be made by Developer to City as set forth in Section 6.2 of this Agreement. 1.2 "AMC" means the Anaheim Municipal Code. 1.3 "Annual Review" means the annual review process as described in Section 5.1 of this Agreement. 1.4 "Applicable Rules" means (subject to the qualifications set forth herein with respect to Fees and excluding the Reserved Powers) the rules, regulations, ordinances and officially adopted 2 plans and policies of the City in force as of the Effective Date governing the use and development of real property and which, among other matters, govern the permitted uses of land, the density or intensity of use, the maximum height and size of proposed buildings, parking requirements, setbacks, development standards, the provisions for reservation or dedication of land for public purposes, and the design improvements applicable to the development of the Property, including without limitation, the Existing Approvals. 1.5 "CEQA" means the California Environmental Quality Act (Cal. Public Resources Code sections 21000 et seq.), the State CEQA Guidelines (Cal. Code of Regs., Title 14, section 15000 et seq.) and City CEQA Guidelines. 1.6 "City Agency" means each and every agency, department, board, Commission, authority, employee, and/or official acting under the authority of the City that have permit, entitlement or approval authority or jurisdiction over the Project, including, without limitation, the City Council and the Planning Commission. 1.7 "City Attorney" means the City Attorney of the City. 1.8 "City Council" means the City Council of the City. 1.9 "City Manager" means the City Manager of the City. 1.10 "Conditions of Approval" means those conditions of approval for the Project adopted in connection with the granting of the Existing Approvals. 1.11 "Discretionary Action" means an action which requires the exercise of judgment, deliberation or a decision on the part of the City and/or any City Agency in the process of approving or disapproving a particular activity, as distinguished from Ministerial Permits and Approvals, as defined below, and any other activity which merely requires the City and/or any City Agency to determine whether there has been compliance with statutes, ordinances or regulations. Discretionary Actions shall not include any Ministerial Permits and Approvals. 1.12 "Effective Date" means the effective date of the Authorizing Ordinance. 1.13 "Existing Approvals" means those approvals described in Recital H. 1.14 "Fees" means any fees or charges imposed or collected by the City as of the Effective Date other than (i) Impact Fees, Processing Fees and Charges and (ii) fees collected and/or imposed by the City for the benefit of public agencies other than the City. 1.15 "General Plan" means the General Plan of the City. 1.16 "Housing Fund" means that certain fund created and maintained by City pursuant to City Council Resolution No. 2018-106. 1.17 "Impact Fees" means impact fees, linkage fees, exactions, fair share charges or other similar impact fees or charges imposed on and in connection with new development on a city-wide basis by the City pursuant to rules, regulations, ordinances and policies of the City in full force and effect as of the Effective Date. Impact Fees shall not include Processing Fees and Charges, the Affordable Housing Payment, taxes or special assessments. 1.18 "Inspections" means all field inspections and reviews by City officials during the course of construction of the Project and the processing of certificates of occupancy (permanent or temporary). 1.19 "Institutional Lender" means any of the following institutions having assets or deposits in the aggregate of not less than One Hundred Million Dollars ($100,000,000.00): a California chartered bank; a bank created and operated under and pursuant to the laws of the United States of America; an "incorporated admitted insurer" (as that term is used in Section 1100.1 of the California Insurance Code); a "foreign (other state) bank" (as that term is defined in Section 1700(1) of the California Financial Code); a federal savings and loan association (Cal. Fin. Code Section 8600); a commercial finance lender (within the meaning of Sections 2600 et seq. of the California Financial Code); a "foreign (other nation) bank" provided it is licensed to maintain an office in California, is licensed or otherwise authorized by another state to maintain an agency or branch office in that state, or maintains a federal agency or federal branch in any state (Section 1716 of the California Financial Code); a bank holding company or a subsidiary of a bank holding company which is not a bank (Section 3707 of the California Financial Code); a trust company, savings and loan association, insurance company, investment banker; college or university; pension or retirement fund or system, either governmental or private, or any pension or retirement fund or system of which any of the foregoing shall be trustee, provided the same be organized under the laws of the United States or of any state thereof; and a Real Estate Investment Trust, as defined in Section 856 of the Internal Revenue Code of 1986, as amended, provided such trust is listed on either the American Stock Exchange or the New York Stock Exchange. 1.20 "Key People" means Scott Homan 1.21 "Legal Description" means the legal description of the Property attached hereto as Exhibit B and incorporated herein by reference. 1.22 "Litigation" means any lawsuit (including a cross -action) filed against the City and/or Developer which challenges the validity, implementation or enforcement of, or seeks any other remedy directly relating to, all or any part of the Existing Approvals or this Agreement. 1.23 "MND" means the Mitigated Negative Declaration prepared to evaluate the physical environmental impacts of the Project. 1.24 "Ministerial Permits and Approvals" means the nondiscretionary permits, approvals, plans, inspections, certificates, documents and licenses required to be taken, issued or approved by the City in order for Developer to implement, develop and construct the Project and the Mitigation Measures, including without limitation, building permits, and other similar permits and approvals. 1.25 "Mitigation Measures" means those Mitigation Measures set forth in that certain Mitigation Monitoring Plan No. _ for the Project. 1.26 "Mortgage" means an instrument or instruments securing one or more financings by the Developer with respect to the construction, development, use or operation of the Project, and includes whatever security instruments are used in the locale of the Project, including, without limitation, mortgages, deeds of trust, security deeds, and conditional deeds, as well as financing statements, security agreements and other documents required pursuant to the Uniform Commercial Code. 4 1.27 "Mortgagee" means one or more Institutional Lenders holding a beneficial interest and secured position under any Mortgage which have notified City, in writing, of its request for notice under the provision of Section 7.7 hereof. 1.28 "Official Records" means the Official Records of Orange County, California. 1.29 "Parties" means collectively the Developer and the City. 1.30 "Party" means any one of the Developer or the City. 1.31 "Plaintiff' means any party seeking relief or compensation through Litigation, whether as plaintiff, petitioner, cross -complainant or otherwise. 1.32 "Planning Commission" means the Planning Commission of the City. 1.33 "Planning Director" means the Planning and Building Director of the City. 1.34 "Processing Fees and Charges" means all processing fees and charges required by the City including, but not limited to, fees and charges for land use applications, Project permits, building applications, building permits, grading permits, encroachment permits, tract or parcel maps, lot line adjustments, air right lots, street vacations, certificates of occupancy and other similar permits. 1.35 "Project" means the development on the Property of 112 residential townhomes (for - sale) units with approximately 65,840 square feet of resident amenity space, approximately 3,413, as more specifically described in the Existing Approvals and as shown on the Site Map. 1.36 "Project Architect" means the architect designated by the Developer as responsible for the design and construction supervision of the Project. 1.37 "Property" means that real property Developer owns, which is legally described in Exhibit B attached hereto. 1.38 "Public Improvements" means the facilities to be improved, constructed and dedicated to (and, upon completion in accordance with this Agreement, accepted by) the City by the Developer. Public Improvements include sidewalks, all public utilities within the streets (such as electricity and water, but excluding any non -municipal utilities), paths in the public right-of-way, off -site intersection improvements (including but not limited to curbs, curb ramps, medians, signaling, traffic controls devices, signage, and striping), and all other improvements delineated on street improvement plans approved by the City Engineer for the Project during the pendency of the Project. 1.39 "Reserved Powers" means the rights and authority excepted from this Agreement's restrictions on the City's police powers which are reserved to the City, including without limitation the establishment of new fees and, commencing with the fourth (4`h) anniversary of the Effective Date, applying the then -applicable Impact Fees adopted by the City to the Project. The Reserved Powers supersede the Applicable Rules to the extent of any inconsistency and include the power to enact and implement rules, regulations, ordinances and policies after the Effective Date that may be in conflict with the Applicable Rules, which: (1) prevent or remedy conditions which the City has found to be injurious or detrimental to the public health or safety and are generally applicable on a City-wide basis; (2) are Uniform Codes; (3) are necessary to comply with state and federal laws, rules and regulations (whether enacted previous or subsequent to the Effective Date) as provided in Section 3.2.2.3, or to comply with a court order or judgment of a state or federal court; (4) are agreed to or consented to by Developer; (5) involve the formation of assessment districts, Mello -Roos Community Facilities Districts, special districts, maintenance districts or other similar districts formed in accordance with applicable laws provided, however, that Developer shall retain all its rights with respect to such districts pursuant to all applicable laws; or (6) are Processing Fees and Charges. 1.40 "Section" means the indicated section or subsection number of this Agreement. 1.41 "Site Map" means the map of the Property which is attached thereto as Exhibit A and incorporated herein by reference. 1.42 "Term" means the period of time during which this Agreement shall be in effect and shall bind the City and Developer as provided in Section 7.2 of this Agreement. 1.43 "Transfer" means: (i) a sale of the Property, portion thereof, or interest therein (excepting to another entity directly or beneficially owned by Developer or of which Developer is the manager or general partner, and excluding any portion of the Property dedicated to City in connection with the implementation of development of the Property as well as the granting of normal and customary utility easements); (ii) a ground lease of the Property or portion thereof; or (iii) the change in the Developer eliminating one or more of the Key People. 1.44 "Uniform Codes" means those building, electrical, mechanical, fire and other similar regulations which are applicable throughout the City, including, but not limited to, the California Building Standards Codes, as adopted by the City Council and codified in Chapter 15.03 (Building Standards Codes and Administrative Provisions Pertaining to Building and Construction) of Title 15 (Buildings and Housing) of the AMC, and the California Fire Code, as adopted by the City Council and codified in Chapter 16.08 (California Fire Code) of Title 16 (Fire) of the AMC, as the same may be amended from time to time by the City. 2. PROPERTY, PURPOSE AND INTENT. 2.1 Property Description. The Property is shown on the Site Map and described in the Legal Description. 2.2 City Objectives. The City desires that the Property be developed as provided for in the Existing Approvals to: (i) provide for the payment by the Developer to the City of the Affordable Housing Payment, (ii) provide a fully integrated and coordinated development based on comprehensive planning principles; and (iii) to the extent Developer proceeds with the Project, to assure that the Project will be developed as described in the Existing Approvals. The City further desires to encourage the generation of private payments to the Housing Fund, including without limitation the payment by the Developer of the Affordable Housing Payment. 2.3 Developer Objectives. This Agreement is necessary to assure Developer that (i) the Project will not be reduced in density, intensity or use; and (ii) the Project will not be subjected to new rules, regulations, ordinances, or official policies or delays which are not permitted by this Agreement. 2.4 Mutual Objectives. Development of the Project in accordance with this Agreement will provide the assurances required for the development of the Project in accordance with the goals and objectives set forth in the General Plan. Moreover, this Agreement provides additional assurance 6 to the City and Developer that, should Developer proceed with the Project, the installation of necessary improvements will occur in the manner set forth in the Existing Approvals and otherwise achieve the goals and purposes for which the Development Agreement Act was enacted. The Parties believe that such an orderly, coordinated development of the Project will provide many public benefits to the City, including without limitation: delivery by the Developer to the City of the Affordable Housing Payment, and development of under-utilized properties and uses. AGREEMENT AND ASSURANCES. 3.1 AUeement and Assurance on the Part of Developer. In consideration for the City entering into this Agreement, and as an inducement for the City to obligate itself to carry out the covenants and conditions set forth in this Agreement, and in order to effectuate the purposes and intentions set forth in Section 2 of this Agreement, should Developer proceed with the Project, Developer hereby agrees to (i) develop the Project consistent with the Existing Approvals, subject to 3.2.6 of this Agreement and Force Majeure; and (ii) deliver to the City the Affordable Housing Payment, by the time set forth therefor in Section 6.2 of this Agreement. 3.2 Ag_reement and Assurances on the Part of the City. In consideration for Developer entering into this Agreement and delivery of the Affordable Housing Payment and provision of other public benefits, as further set forth in Section 6 below, and as an inducement for Developer to obligate itself to carry out the covenants and conditions set forth in this Agreement, the City hereby agrees during the term as follows: 3.2.1 Entitlement to Develop. Developer has a vested right to develop the Project in accordance with the Existing Approvals subject to the terms and conditions of this Agreement, the Applicable Rules and the Reserved Powers. City shall not revoke or modify the Existing Approvals. Developer's vested rights under this Agreement shall include, without limitation, the right to remodel, renovate, rehabilitate, redevelop, rebuild or replace the Project or any portion thereof throughout the applicable Term for any reason, including, without limitation, in the event of damage, destruction or obsolescence of the Project or any portion thereof, subject to the Applicable Rules, Existing Approvals and Reserved Powers, provided that Developer shall have paid to City not less than Thirty -Four Thousand Dollars ($34,000.00) as the Affordable Housing Payment. 3.2.2 Changespplicable Rules. 3.2.2.1 Non -Application of Changes s� in Applicable Rules. Any change in, or addition to, the Applicable Rules, including, without limitation, any change in any applicable general or specific plan, zoning ordinance or building regulation adopted or becoming effective after the Effective Date, including, without limitation, any such change by means or ordinance, City Charter amendment, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by the City Council, Planning Commission or City Agency, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project and which would conflict with the Applicable Rules, Existing Approvals or this Agreement, shall not be applied to the Project unless such changes represent an exercise of the City's Reserved Powers or are otherwise expressly allowed by this Agreement or consented to in writing by Developer. In the event of any conflict or inconsistency between this Agreement and the Applicable Rules, the provisions of this Agreement shall control. 3.2.2.2 Changes in Uniform Code. Notwithstanding any provision of this Agreement to the contrary, construction of the Project shall comply with changes occurring from time to time in the Uniform Codes pursuant to the Reserved Powers. 3.2.2.3 Changes Mandated by Federal or State Law. This Agreement shall not preclude the application to the Project of changes in, or additions to, the Applicable Rules. In the event state or federal laws or regulations prevent or preclude compliance with one or more provisions of this Agreement, such provisions shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations. 3.2.2.4 Special Taxes and Assessments. Developer shall have the right, to the extent permitted by law, to protest, oppose and vote against any and all special taxes, assessments, levies, charges and/or fees imposed with respect to any assessment districts, Mello -Roos Community Facilities Districts, maintenance districts or other similar districts which would include the Property or the Project. 3.2.3 Agreed Changes and Other Reserved Powers. This Agreement shall not preclude application to the Project of rules, regulations, ordinances and officially adopted plans and policies otherwise in conflict with the Applicable Rules if (i) agreed to in writing by Developer, or (ii) result from the Reserved Powers. City agrees that Developer may, in its sole discretion, give the City written notice of its election to have any subsequent change in the Applicable Rules applied to some portion or all of the Project or the Property as it may own, in which case such subsequent changes in the Applicable Rules shall be deemed to be contained within the Applicable Rules insofar as that portion of the Property is concerned. 3.2.4 Subsequent Development. The City shall not require Developer to obtain any approvals or permits for the development of the Project other than those permits or approvals which are required by the Applicable Rules or the Reserved Powers. 3.2.5 Effective Development Standards. The City agrees that with respect to the Project it is bound to permit development of the Project in accordance with the Existing Approvals including without limitation, the uses, intensity and density as permitted by the Existing Approvals, subject to the Applicable Rules, Reserved Powers and this Agreement. Moreover, the City hereby agrees that it will not unreasonably withhold any Discretionary Action which must be issued by the City in order for the Project to proceed, provided that Developer reasonably and satisfactorily complies with all City-wide standard procedures and policies of the City for processing any such Discretionary Action and pays any applicable Processing Fees and Charges. The City shall accept and timely process, in the normal manner for processing such matters as may then be applicable, all applications for further approvals with respect to the Project called for or required under this Agreement, 3.2.6 Timing and Sequencing of Development. Developer anticipates that the Project will be completed in three construction phases, including all general grading, site preparation, utility lines and infrastructure, and residential construction. Notwithstanding any provision of this Agreement or the AMC, the Parties expressly agree that there is no requirement that Developer initiate or complete development of the Project or any particular phase of the Project within any particular period of time, and City shall not impose such a requirement on any of the Existing Approvals. The Parties acknowledge that Developer cannot at this time predict when or the rate at which the Property will be developed. Such decisions depend upon numerous factors which are not within the control of Developer, such as market demand, interest rates, competition and other similar factors. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 455, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the Parties' intent to cure that deficiency by expressly acknowledging and providing that Developer shall have the right to develop the Property, or to not develop the Property, in such order and such rate and at such time as Developer deems appropriate within the exercise of its subjective business judgment in its sole and absolute discretion; provided, however, that upon commencement of any work related to the development or construction of the Project, or any portion thereof, the Developer shall diligently prosecute the same to completion without substantial interruption in accordance with applicable permits and requirements under this Agreement, subject to Force Majeure. In the event an ordinance, resolution or other measure, referendum, or initiative is enacted, whether by action of the City or otherwise, which relates to the rate, amount, timing, or sequencing of the development or construction of the Project on all or any part of the Property or the implementation or construction of the Mitigation Measures, City agrees, to the maximum extent permitted by law, that such ordinance, resolution or other measure shall not apply to the Project, the Property or this Agreement, unless such changes are adopted pursuant to the City's exercise of its Reserved Powers or other applicable provisions of this Agreement. 3.3 Processing Fees; Extraordinary Processing Consultant Charges and Environmental Review. 3.3.1 Processing Fees and Charges. Developer shall pay all Processing Fees and Charges for Ministerial Permits and Approvals and Inspections at the rate in effect at the time they are sought. 3.3.2 Environmental Review. In compliance with CEQA, the City has conducted an environmental review of the Project and has adopted the MND and Mitigation Measures. The City intends that Ministerial Permits and Approvals are not actions subject to requirements for further environmental review pursuant to CEQA. 4. DEVELOPMENT PLAN. 4.1 Vested Right to Develop Property. Subject to the terms of this Agreement, Developer shall have a vested right to develop the Property in accordance with, and to receive the benefits set forth and provided in, the Existing Approvals. In the absence of a default by Developer, City shall not revoke, rescind, impede or thwart any of the Existing Approvals or this Agreement. ANNUAL REVIEW, REIMBURSEMENT: DEFAULT; SPECIFIC PERFORMANCE. 5.1 Annual Review. During the Term and so long as this Agreement is in effect, Developer shall initiate and the City shall conduct an Annual Review of Developer's compliance with this Agreement and the Procedures Resolution. Such Annual Review shall be limited in scope to determining good faith compliance with the provisions of this Agreement. The Annual Review shall be initiated and conducted in accordance with the Procedures Resolution. 5.2 Reimbursement of Costs. Developer shall pay to City in advance, the Application Fee for Annual Review required by the City's Procedures Resolution on each occasion that Developer submits its evidence for the Annual Review. Developer shall also reimburse the City for its actual costs, reasonably and necessarily incurred or any legal or financing consultant cost necessary to L9 accomplish review of amendments pursuant to Section 7.5 of this Agreement. Such reimbursement shall be due within thirty (30) days after receipt of invoice from the City. 5.3 Default by Developer. 5.3.1 Default. In the event the City reasonably determines that Developer has failed to perform any of its obligations under this Agreement, or that any such obligations are not performed in a timely manner, the City may pursue only those remedies expressly provided for in this Agreement; provided, however, that the City's right to compel specific performance of the obligations of Developer under this Agreement shall be subject to the limitations set forth in Section 5.3.4. Further, the City shall have no right to monetary damages except as set forth in Section 5.3.5. 5.3.2 Notice of Default. In the event the City reasonably determines that Developer is in default of any of its obligations under this Agreement, the City shall send a notice of such alleged default(s) to Developer in which the allegations of default shall be set forth in sufficient detail to enable Developer to ascertain the specific actions necessary to cure the alleged default(s). Upon receipt of a notice of default, Developer shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of such notice but in no event more than thirty (30) days after receipt of notice and shall complete the cure of (i) any monetary default(s) not later than thirty (30) days after the receipt of such notice of default, and (ii) any non -monetary default(s) not later than ninety (90) days after the receipt of such notice of default or such longer period as necessary to cure default as agreed to by City in its sole discretion. The Parties may mutually agree in writing to extend the time periods set forth in this Section. 5.3.3 Termination for Failure to Cure Default. If after the cure period provided for in Section 5.3.2 has lapsed and the Planning Director reasonably finds and determines that Developer remains in default, the Planning Director shall make a report to the City Council concerning such default and the City Council may thereafter proceed to modify or terminate this Agreement in accordance with the Procedures set forth in Sections 7.2 and 7.3 of the Procedures Resolution. 5.3.4 Specific Performance. Except as provided in this Section 5.3.4, the City shall have no right under this Agreement to seek a remedy of specific performance with respect to the Project in the event of an abandonment of the Project. In in the interest of public safety and the valid exercise of its police power, the Parties agree that the City has the right to direct Developer, at the election of the City in its sole discretion, to complete or make safe and secure any uncompleted improvements located on the Property with the choice of whether to demolish, complete or secure such improvements and the method of such demolition, completion and securing of such improvements to be selected by Developer in its sole discretion. Nothing in this Section 5.3.4 shall limit the City's enforcement of all applicable provisions of the Applicable Rules, Existing Approvals, Mitigation Measures, and Uniform Code for any portion of the Project then or thereafter constructed (e.g., requiring Developer to build sewer laterals required under Applicable Rules to serve the Project actually completed), termination of this Agreement in accordance with the provisions hereof notwithstanding. 5.3.5 Damages. The City shall have the right to recover damages equal to the amount to the required Affordable Housing Payment to the extent less than all of the Affordable Housing Payment of Thrity-four Thousand Dollars ($34,000.00) has been received by City from Developer. Any damage remedy of Developer against City shall be limited to the amount of actual damages sustained by Developer and caused by wrongful actions of City, but in no event to exceed the amounts theretofore paid by Developer to City as the Affordable Housing Payment. 10 5.4 Default by City. 5.4.1 Notice of Default. In the event the Developer reasonably determines that the City is in default of any of its obligations under this Agreement, the Developer shall send a notice of such alleged default(s) to the City in which the allegations of default shall be set forth in sufficient detail to enable the City to ascertain the specific actions necessary to cure the alleged default(s). Upon receipt of written notice of default from Developer, the City shall promptly commence to cure the identified default(s) at the earliest reasonable time after receipt of the notice of default and shall complete the cure of such default(s) not later than sixty (60) days after receipt of the notice of default or such longer period as necessary to cure default as agreed to by the Developer in its sole discretion. The Parties may mutually agree in writing to extend the time periods set forth in this Section. Developer shall have all rights and remedies provided herein or by applicable law, which shall include but not be limited to compelling the specific performance of the City's obligations under this Agreement provided that Developer, as the case may be, has first complied with the notice procedures in this Section. No part of this Agreement shall be deemed to abrogate or limit any immunities or defenses the City may otherwise have with respect to claims for monetary damages. 6. PUBLIC BENEFITS. 6.1 Increase in Property Taxes. The Project will generate significant additional property taxes. 6.2 Affordable Housing Payment. The Affordable Housing Payment is due as of the sixtieth (60t') day after the Date of Agreement; provided that, at its election, Developer may make payments in two installments as follows: (i) an initial payment, which shall be in the amount of Seventeen Thousand Dollars ($17,000.00) shall be paid by Developer to City on or before the first to occur of (a) the issuance of a precise grading permit as to all or any portion of the Property; (b) the commencement of grading activity on all or any portion of the Property; (c) the issuance of a building permit for construction on all or any portion of the Property; (d) the commencement of construction on the Property or any portion thereof; or (e) a Transfer of the Property or portion thereof, and (ii) a second payment, which shall be in the amount of Seventeen Thousand Dollars ($17,000.00) shall be paid by Developer to City on or before the first to occur of. (a) the issuance of any certificate of occupancy for improvements to the Property or any portion thereof; (b) the issuance by City, at its election, of a temporary certificate of occupancy for improvements to the Property or any portion thereof, or (c) a Transfer of the Property or any portion thereof. Execution and recording of this Agreement shall be deemed to create a lien in favor of City (as beneficiary), with rights to enforce collection, as to the Affordable Housing Payment. Upon receipt by City of the Affordable Housing Payment, City will cause such Affordable Housing Payment to be kept in the Housing Fund until used by the City for purposes consistent with City Resolution No. 2018-106; provided that the manner in which the City deploys moneys in the Housing Fund is not a matter of concern to the Developer. 7. GENERAL PROVISIONS. 7.1 Date Agreement Becomes Effective. This Agreement shall become effective on the Effective Date. 7.2 Term. 7.2.1 Basic Term. The Term of this Agreement shall commence on the Effective Date of this Agreement and shall extend, modified for a period of seven (7) years after the Effective Date, unless extended or earlier terminated as provided herein. City delegates authority to the City Planning Commission to extend the Term, at its election, for an additional period of up to three (3) years after the initial seven (7) year term. Following the expiration or termination of this Term, this Agreement shall terminate and be of no further force and effect. 7.2.2 Early Termination of Agreement. This Agreement is terminable: (i) by mutual written agreement of the Parties; or (ii) by either Party following an uncured default by the other Party under this Agreement, subject to the procedures and limitations set forth in this Agreement; or (iii) upon the occurrence of the entry of a final judgment or issuance of a final order, after all appeals have been exhausted, directed to the City as a result of any lawsuit filed against the City to set aside, withdraw or abrogate the approval of the City Council of this Agreement; or (iv) if termination occurs pursuant to the provisions of the Procedures Resolution and such termination is so intended thereby. 7.2.3 Automatic Termination of Agreement. If not already terminated by reason of any other provision in this Agreement, or for any other reason, this Agreement shall automatically terminate and be of no further force and effect upon completion of the Project pursuant to the terms of this Agreement and any further amendments thereto and the issuance of all occupancy permits and acceptance by the City of all dedications and improvements as required by the development of the Project. 7.2.4 Effect of Termination. Following expiration of the Term, early termination pursuant to Section 7.2.2 above, or automatic termination pursuant to Section 7.2.3, this Agreement shall be of no further force and effect, except for any provisions which, by their express terms, survive the expiration or termination of this Agreement. 7.3 Force Majeure: Extension of Time of Performance. In addition to specific provisions of this Agreement, whenever a period of time is designated within which either Party hereto is required to do or complete any act, matter or thing, both the time for the doing or completion thereof and the Term of this Agreement and the specific obligation hereunder shall be extended by a period of time equal to the number of days which such Party is prevented from, or is unreasonably interfered with the doing or completion of such act, matter or thing because of the following causes, which causes are beyond the reasonable control of the Party to be excused including: war, terrorist acts, insurrection; strikes; walk -outs; riots; floods; earthquakes; fires; unavoidable casualties; acts of God; epidemics, pandemics; Litigation and administrative proceedings which are brought against the Project by a third party (not including any administrative proceedings contemplated by this Agreement in the normal course of affairs such as the Annual Review); restrictions imposed or mandated by other governmental entities ("Governmental Restrictions"); enactment of conflicting state or federal laws or regulations ("Conflicting Laws"); or similar bases for excused performance which is not within the reasonable control of the Party to be excused (financial inability excepted). This Section shall not be applicable to, bankruptcy or receivership initiated by or on behalf of Developer or, if not dismissed within ninety (90) days, by any third parties against Developer. A Party wishing to invoke this Section shall notify in writing the other Party of that intention within thirty (30) days of the commencement of any such cause for delay and shall, at that time, specify the reasons therefor, the provisions of this Agreement that will be delayed as a result, and the period of such extension, if known, or, if not known, the party's best estimate thereof. The failure to so notify the other Party within that period as to the cause for 12 delay shall constitute a waiver of any right to later rely upon this Section with respect to that cause. In the event any such extension continues for more than one hundred eighty (180) days, any Party not then in Default of its obligations hereunder, shall be entitled to terminate this Agreement upon written notice to the other and, in that event, the Parties shall have no further obligations hereunder. 7.4 Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California, and the venue for any legal actions brought by any Party with respect to this Agreement shall be the County of Orange, State of California, for state actions, and the Orange County Division of the Central District of California for any federal actions. 7.5 Amendments. This Agreement may be amended from time to time in writing in accordance with Government Code section 65868 and the Procedures Resolution. 7.6 Assi n�. 7.6.1 Right to Assign. Provided that Developer has made all payments required to be made as of such time pursuant to Section 6.2, Developer shall have the right to sell, mortgage, hypothecate, assign or transfer this Agreement, and any and all of its rights, duties and obligations hereunder, to any person, partnership, joint venture, firm or corporation at any time during the term of this Agreement, provided that any such sale, mortgage, hypothecation, assignment or transfer must be pursuant to a sale, assignment or other transfer of the interest of Developer in the Property (or a portion thereof), which, prior to Developer's acquisition of fee title to the Property shall mean and refer to Developer's equitable interest in the Property. In the event of any such sale, mortgage, hypothecation, assignment or transfer, (a) Developer shall notify the City of such event and the name of the transferee, together with the corresponding entitlements being transferred to such transferee and (b) the agreement between Developer and such transferee shall provide that the transferee shall be liable for the performance of all obligations of Developer pursuant to this Agreement and the Existing Approvals with respect to Developer's interest in the Property (or portion thereof) so transferred. Upon the express written assumption of any and all of the obligations of Developer under this Agreement by such transferee, the transfer shall, without any act of or concurrence by the City, relieve Developer of its legal duty to perform said obligations under this Agreement with respect to Developer's interest in the Property (or portion thereof), so transferred, except to the extent Developer is in default under the terms of this Agreement. Any transaction of activity that constitutes a Transfer shall be subject to the remaining provisions of this Agreement, including without limitation Section 6.2. 7.7 Mortgage Rights. 7.7.1 Encumbrances on the Property and this Agreement. The Parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer's sole and absolute discretion, from encumbering the Property or any portion thereof or any improvements thereon with any Mortgage. Developer is hereby given the express right, in addition to any other rights herein granted, to grant a Mortgage on its interests in this Agreement or any part or parts thereof, under one or more Mortgages and to assign this Agreement as collateral security for any such Mortgage. 7.7.2 Mortgagee Protection. This Agreement shall be superior and senior to the lien of any Mortgage. Notwithstanding the foregoing, no breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value, and any acquisition or acceptance of title or any right or interest in or with respect to the Property or any portion thereof, or to this Agreement, by a Mortgagee (whether pursuant to foreclosure, lease termination or 13 otherwise) shall upon written election by the Mortgagee within sixty (60) days after receipt of such right, title or interest, be subject to all of the terms and conditions of this Agreement and any such Mortgagee who takes title to the Property or any portion thereof, or to this Agreement, shall also be entitled to the rights and obligations arising under this Agreement. 7.7.3 Mortgagee Not Obligated. Notwithstanding the provisions of this Section 7.7, a Mortgagee will not have any rights, obligations or duties pursuant to the terms set forth in this Agreement to perform the obligations of Developer or other affirmative covenants of Developer hereunder or to guarantee such performance, unless such Mortgagee expressly assumes the rights and obligations of the Developer and except that (i) the Mortgagee shall upon written election by the Mortgagee within sixty (60) days after receipt of such right, title or interest, have no right to develop the Project without fully complying with the terms of this Agreement, and (ii) to the extent that any covenant to be performed by Developer is a condition to the performance of any covenant by the City, the performance thereof shall continue to be a condition precedent to the City's performance hereunder. Although not obligated to do so, upon written election by the Mortgagee within sixty (60) days after receipt of such right, title or interest, any Mortgagee may do any act or thing required by Developer hereunder, and do any act or thing which may be necessary and properly done in the performance and observance of the agreements, covenants and conditions hereof to prevent termination of this Agreement in accordance with Section 7.7.4. Any Mortgagee and its agents and contractors shall have full access to the Property for purposes of accomplishing any of the foregoing. Any of the foregoing done by any Mortgagee shall be as effective to prevent a termination of this Agreement as if the same would have been done by the Developer. 7.7.4 Notice of Default to Mortgagee: Right of Mortgagee to Cure. Each Mortgagee shall, upon written request to City be entitled to receive written notice from the City of the result of the Annual Review and of any default by Developer of its obligations set forth in this Agreement simultaneously with the delivery of such notices to the Developer. Each Mortgagee shall have the right, but not an obligation, to cure such default within ninety (90) days after receipt of such notice or, if such default can only be remedied or cured by such Mortgagee upon obtaining possession of the Property, such Mortgagee shall have the right to seek or obtain possession with diligence and continuity through a receiver or otherwise, and to remedy or cure such default within ninety (90) days after obtaining possession, and, except in case of emergency or to protect the public health or safety as determined by the City in its reasonable discretion, City may not exercise any of its remedies set forth in this Agreement until expiration of such ninety (90) day period whether commencing upon receipt of notice or upon obtaining possession of the interests covered by a Mortgage, as applicable; provided, however, that in the case of a default which cannot with diligence be remedied or cured or the remedy or cure of which cannot be commenced within such ninety (90) day period, the Mortgagee shall have such additional time as is reasonably necessary to remedy or cure such default. Any notice of termination delivered in violation of this Section 7.7.4 shall be rendered void. In any case where, sixty (60) days after receipt by the Mortgagee of the notice of the Developer's default, the holder of any Mortgage creating a lien or encumbrance upon the Property, or any part thereof, has not exercised the option to cure, or, if it has exercised the option, is not proceeding diligently with the cure, the City may proceed with termination of this Agreement and any further obligations of City hereunder. 7.7.5 Bankruptcy. Notwithstanding the foregoing provisions of this Section 7.7, if any Mortgagee is prohibited from commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof by any injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Developer, the times specified in Section 7.7.4 for commencing or prosecuting foreclosure or other proceedings shall 14 be extended for the period of the prohibition. In addition, if this Agreement is rejected or otherwise terminated in connection with any such proceeding, then upon the request of any mortgagee, a new development agreement upon the same terms and conditions set forth in this Agreement may be entered into between such Mortgagee and City. 7.7.6 Termination Subject to Mortgagee_ Rights. All rights of the City to terminate this Agreement, vis-a-vis the Mortgagee, as a result of the occurrence of any default shall be subject to, and conditioned upon, the City having first given to each Mortgagee written notice of the default as required under Section 7.7.4 above, and all Mortgagees having failed to remedy such default or acquire Developer's interests hereunder, or having failed to commence foreclosure or other appropriate proceedings in the nature thereof as set forth in Section 7.7.4 above. 7.7.7 No Cancellation. There shall be no cancellation, surrender or modification of this Agreement by joint action of the Parties without a minimum of ninety (90) days prior written notice to each Mortgagee who has requested such notice. 7.7.8 Reserved. 7.7.9 Separate Agreement. The City shall, upon request, execute, acknowledge and deliver to each Mortgagee an agreement prepared at the sole cost and expense of the Developer (including related legal fees incurred by the City), in form satisfactory to each Mortgagee and City, between City, Developer and the Mortgagee(s), confirming all of the provisions hereof and/or such other documents containing terms and provisions customarily required by Institutional Lenders in connection with such financing, provided, however, the City shall not be obligated to approve any terms that would impair or adversely affect the rights and obligations of the City, or otherwise amend this Agreement and/or the obligations of the Developer as set forth in this Agreement 7.7.10 Material Notices. The Developer shall give all Mortgagees notice of any Litigation and the parties hereby consent to intervention in such Litigation by the Mortgagee. In the event any Mortgagee shall not elect to intervene or become a party to the proceedings, such Mortgagee shall be provided notice and a copy of any award or decision made in connection therewith. 7.7.11 Mortgagee Right to Assign. Foreclosure of any Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in the Mortgage, or any conveyance of the interest of Developer hereunder to any Mortgagee or its designee through, or in lieu of, foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of the City or constitute a breach of any provision of or a default under this Agreement; and upon such foreclosure, sale or conveyance, the City will recognize the purchaser or other transferee in connection therewith as the Developer hereunder, provided that City has received full payment of Thirty -Four Thousand Dollars ($34,000.00) as the Affordable Housing Payment. 7.8 Covenants. The provisions of this Agreement shall constitute covenants which run with the land comprising the Property for the benefit thereof and as a burden thereon, and the burdens and benefits hereof shall bind and inure to the benefit of all assignees, transferees and successors to the parties. 7.9 Implementation. Upon satisfactory completion by Developer of all required applications and payment of applicable Processing Fees and Charges, including the fee for processing this Agreement, if Developer proceeds with the Project, the City and Developer shall commence and 15 diligently process all required steps necessary for the implementation of this Agreement and development of the Project in accordance with the terms of this Agreement. Developer shall, in a timely manner, provide the City with all documents, plans and other information necessary for the City to carry out its processing obligations hereunder. 7.10 Relationship of the Parties. It is specifically understood and agreed by and between the Parties hereto that the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. The only relationship between the City and the Developer is that of a government entity regulating the development of private property and the owner of such private property. Further, the City and Developer hereby renounce the existence of any form of joint venture or partnership between them and agree that nothing herein or in any document executed in connection herewith shall be construed as making the City and Developer joint venturers or partners. 7.11 Cooperation in the Event of Third Party Litigation. tom. In the event legal action is instituted by a third party, including any other governmental entity or official challenging the validity or enforceability of any provision of this Agreement, or the Existing Approvals vested pursuant to this Agreement, other actions taken pursuant to CEQA, or any other action by either Party in properly performing hereunder, the Parties hereby agree to affirmatively cooperate with each other in defending said action and the validity of each provision of this Agreement; provided, however, that Developer agrees to and shall defend, indemnify, save and hold the City and its elected and appointed representatives, boards, commissions, offices, agents, employees, consultants and attorney's (collectively, the "City" in this Section 7.11) harmless from any and all claims, costs and liability, including without limitation, court costs and attorneys' fees awarded to any party, to the extent they result from any such Litigation, and shall reimburse the City for its actual costs in defense of the action or proceeding, including, but not limited to the time and expenses of the City Attorney's Office and any consultants. As the indemnifying Party and provided that Developer demonstrates to City, to City's reasonable satisfaction, that Developer has the financial wherewithal to indemnify the City hereunder at the time of any such Litigation, Developer shall at all times retain final authority and control over all documents to be filed in such Litigation and notwithstanding the provisions of this Section 7.11, the City shall be deemed to have waived its rights to be indemnified hereunder if the City settles any Litigation, in whole or in part, or files any documents in such Litigation without Developer's prior written approval, which approval shall not be unreasonably withheld. This section shall survive any judgment invalidating all or any part of this Agreement. The Developer shall be entitled to choose legal counsel to defend against any such legal action and shall pay any attorneys' fees awarded against the City or the Developer, or both, resulting from any such legal action. The Developer shall be entitled to any award of attorneys' fees arising out of any such legal action. 7.12 Notices. Any notice or communication required hereunder between the City and Developer must be in writing, and may be given either personally, by registered or certified mail, return receipt requested or by overnight courier. If given by registered or certified mail, the same shall be deemed to have been delivered and received on the first to occur of (i) actual receipt by any of the addresses designated below as the Party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If personally delivered or delivered by courier, a notice shall be deemed to have been delivered when received by the Party to whom it is addressed. Any Party hereby may at any time, by giving ten (10) day's written notice to the other Party hereto, designate any other address in substitution of the address, or any additional address, to which such notice or communication 16 shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below: If to City: City Clerk City of Anaheim 200 South Anaheim Blvd., 2nd Floor If to Developer: Anaheim 1 Inv, LLC, a Delaware limited liability company 3121 Michelson, Suite 150 Irvine, CA 92612 With a copy to: City Attorney City of Anaheim 200 South Anaheim Blvd., Suite 356 Anaheim, CA 92805 7.13 Recordation. The City's Clerk shall record a copy of this Agreement with the Registrar -Recorder of Orange County within ten (10) business days following the later to occur of (i) execution by both parties, or (ii) the Effective Date of the Authorizing Ordinance. To the extent that the Property consists of property under Lease by Developer, this Agreement shall encumber only the leasehold interest and shall not constitute an encumbrance upon the estate in fee. 7.14 Developer Hold Harmless. Developer hereby agrees to and shall indemnify, save, hold harmless and defend the City, and its elected and appointed representatives, boards, commissions, officers, agents, employees, consultants and attorneys (collectively, the "City" in this Section 7.14), from any and all claims, costs, and liability of any kind which may arise, directly or indirectly, from any of Developer's acts or omissions under, related to, or in any respect connected with this Agreement and/or the development, of the Property and/or the Project, and/or Developer's activities on the Property (or the activities of the Developer's employees, contractors, subcontractors, agents, representatives, or independent contractors on the Property), including without limitation the construction of the Project. Nothing in this Section shall be construed to mean that Developer shall hold the City harmless and/or defend it to the extent that such claims, costs or liability arise from the negligent acts, or negligent failure to act, on the part of the City. City agrees that it shall fully cooperate with Developer in the defense of any matter in which Developer is defending and/or holding the City harmless and at no cost to City. Notwithstanding anything in this Agreement which is or appears to be to the contrary, the obligations set forth herein shall survive the Term, termination or earlier expiration of this Agreement. 7.15 Successors and Assigns. Subject to the limitations on transfer set forth in this Agreement, all of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall be binding upon and shall inure to the benefit of the Parties; and their respective successors (by merger, consolidation or otherwise), assigns and transferees, and all persons or entities acquiring the Property or any portion thereof or any interest therein, whether by sale, operation of law, or in any manner whatsoever. 7.16 Severability. If any provisions, conditions, or covenants of this Agreement, or the application thereof to any circumstances of either Party, shall be held invalid or unenforceable, the remainder of this Agreement or the application of such provision, condition, or covenant to persons or 17 circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 7.17 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement of a waiver is sought and such waiver refers expressly to the Section containing the waived provision. No waiver of any right or remedy in respect of any occurrence or event shall be deemed a waiver of any right or remedy in respect of any other occurrence or event. 7.18 Third Party Beneficiaries. There are no third party beneficiaries to this Agreement and this Agreement is not intended, and shall not be construed to benefit or be enforceable by any other persons or entities other than the Parties. 7.19 Expedited Processing. Developer and City agree to cooperate in the expedited processing of any legal action seeking mandamus, specific performance, declaratory relief or injunctive relief, to set court dates at the earliest practicable date(s) and not cause delay in the prosecution/defense of the action, provided such cooperation shall not require any Party to waive any rights. 7.20 Requests for Payment. Except for the Affordable Housing Payment, with respect to any requests by the City for payment of amounts due under this Agreement, Developer retains its right to review any invoices or requests for payments submitted by the City pursuant to this Agreement. Developer shall review and reasonably approve such invoices or requests for payment or shall identify any disputed amounts within thirty (30) days after receipt. At Developer's request, the City shall provide Developer with reasonable information or back-up materials supporting such invoices or requests for payment at City offices, with reasonable notice, during business hours. In the event of any disputed invoices or requests for payment, Developer shall timely pay all amounts not disputed. 7.21 Entire Agreement. This Agreement and the documents, agreements and exhibits referenced herein or attached hereto set forth and contain the entire understandings and agreements of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein and no testimony or evidence of any such representations, understandings, or covenants shall be admissible in any proceedings of any kind or nature to interpret or determine the provisions or conditions of this Agreement. 7.22 Conflict of Laws. With the exception of the Force Majeure provisions set forth in Section 7.3 hereof, it is agreed by the Parties that the obligations and conditions contained in the Applicable Rules, Existing Approvals and Mitigation Measures govern the development of the Property. To the extent that any provisions of this Agreement may conflict with any of the obligations, conditions or mitigations imposed on Developer pursuant to the Existing Approvals and Mitigation Measures, the Existing Approvals and Mitigation Measures shall govern. 7.23 Legal Advice, Neutral Interpretation; Headings and Table of Contents. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any Party based upon any attribution to such Party as the source of the language in question. The headings and table of contents used in this Agreement are for the convenience of reference only and shall not be used in construing this Agreement. 18 7.24 Counterparts. This Agreement is executed in six duplicate originals, each of which is deemed to be an original. 7.25 Organization and Standing of Developer. Developer is a limited liability company duly organized, qualified and validly existing and in good standing under the laws of the State of California, and has all requisite power and authority to enter into and perform its obligations under this Agreement. All consents or approvals of Developer's officers or directors required in connection with the execution and delivery by the Developer of this Agreement will have been obtained and delivered to the City. [Remainder of page intentionally left blank. Signatures appear on next page.] 19 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written below. "CITY" CITY OF ANAHEIM, a municipal corporation and charter city ATTEST: THERESA BASS, CITY CLERK By: APPROVED AS TO FORM: Robert Fabela City Attorney S-1 143269 / LHM "DEVELOPER" Anaheim 1 Inv, LLC, a Delaware limited liabilit-N- company Scott Homan Its: CFO, COO S-2 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On personally appeared before me, ss. (Print Name of Notary Public) , Notary Public, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer 000 Title(s) Partner(s) ❑ Limited Attorney -In -Fact Trustee(s) Guardian/Conservator Other: Signer is representing: Name Of Person(s) Or Entity(ies) ❑ General DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Number Of Pages Date Of Documents Signer(s) Other Than Named Above A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On personally appeared before me, ss. (Print Name of Notary Public) , Notary Public, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer Title(s) ❑ Partner(s) ❑ Limited ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) ❑ General DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Number Of Pages Date Of Documents Other Than Named Above A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ss. COUNTY OF ) On , before me, (Print Name of Notary Public) personally appeared , Notary Public, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. l certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ Individual ❑ Corporate Officer Title(s) ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee(s) ❑ Guardian/Conservator ❑ Other: Signer is representing: Name Of Person(s) Or Entity(ies) DESCRIPTION OF ATTACHED DOCUMENT Title Or Type Of Document Number Of Pages Date Of Documents Signer(s) Other Than Named Above EXHIBIT "A" DEV NO. 2020-00248 W BROADWAY a W TRAPEZOID DR a s 0 Q C7 N RHOMBUS LN Source: Recorded Tract Maps and/or City GIS. Please note the accuracy is +/- two to five feet. m EXHIBIT B LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ANAHEIM IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF SECTION 18, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO LOS COYOTES, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTH LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 18, DISTANT NORTH 88° 58' 15" EAST 865.95 FEET FROM THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF SAID NORTHEAST QUARTER; THENCE NORTH 0° 21' 00" WEST 666.49 FEET TO A POINT ON THE NORTH LINE OF THE SOUTH HALF OF THE NORTHWEST QUARTER OF SAID NORTHEAST QUARTER; THENCE NORTH 88° 58' 07" EAST 225.70 FEET ALONG SAID NORTH LINE TO A POINT SOUTH 88° 58' 07" WEST 230.60 FEET FROM THE NORTHEAST CORNER OF THE SOUTH HALF OF THE NORTHWEST QUARTER OF SAID NORTHEAST QUARTER; THENCE SOUTH 0° 18' 10" EAST 666.50 FEET TO A POINT ON THE SOUTH LINE OF THE NORTHWEST QUARTER OF SAID NORTHEAST QUARTER, SAID POINT BEING DISTANT SOUTH 88° 58' 15" WEST 1548.50 FEET FROM THE SOUTHEAST CORNER OF THE NORTH HALF OF SAID NORTHEAST QUARTER; THENCE SOUTH 88° 58' 15" WEST 225.15 FEET TO THE POINT OF BEGINNING. EXCEPT ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHTTO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LAND OTHER THAN THAT HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS, INTO, THROUGH, OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE AS EXCEPTED IN DEED FROM ELIZABETH ANN RALSTON, A MARRIED WOMAN, WHO ACQUIRED TITLE AS ELIZABETH ANN CARROLL, RECORDED JULY 28, 1960 IN BOOK 5349, PAGE 18 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 2: THAT PORTION OF SECTION 18, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO LOS COYOTES, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTH LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 18, DISTANT NORTH 88° 58' 15" EAST 1091.10 FEET FROM THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF SAID NORTHEAST QUARTER; THENCE NORTH 0° 18' 10" WEST 666.50 FEET TO A POINT ON THE NORTH LINE OF THE SOUTH HALF OF THE NORTHWEST QUARTER OF SAID NORTHEAST QUARTER; THENCE NORTH 88° 58' 07" EAST 230.60 FEET TO THE NORTHEAST CORNER OF THE SOUTH HALF OF THE NORTHWEST QUARTER OF SAID NORTHEAST QUARTER; THENCE SOUTH 0° 08' 25" EAST 666.51 FEET TO THE SOUTHEAST CORNER OF THE SOUTH HALF OF THE NORTHWEST QUARTER OF SAID NORTHEAST QUARTER; THENCE SOUTH 88° 58' 15" WEST 228.70 FEET TO THE POINT OF BEGINNING. EXCEPT ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE LAND TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LAND OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS, INTO, THROUGH, OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE AS EXCEPTED IN DEED FROM MORRIS CARROLL, A SINGLE MAN, RECORDED JULY 28, 1960 IN BOOK 5348, PAGE 547 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. APN: 127-051-43 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Ordinance No. 6534 introduced at a regular meeting of the City Council of the City of Anaheim, held on the gth day of August, 2022, and that the same was duly passed and adopted at a regular meeting of said City Council held on the 23rd day of August, 2022, by the following vote of the members thereof: AYES: Mayor Pro Tern O'Neil and Council Members Diaz, Ma'ae, Moreno, Valencia, and Faessel NOES: None ABSENT: None ABSTAIN: None [Mayoral vacancy] IN WITNESS WHEREOF, I have hereunto set my hand this 241h of August, 2022. CITY U ERK OF THE CITY OF ANAHEIM (SEAL) CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Ordinance No. 6534 and was published in the Anaheim Bulletin on the 1st day of September, 2022, pursuant to Section 512 of the City Charter of the City of Anaheim. 040 CIT CLERK OF THE CITY OF ANAHEIM (SEAL) Anaheim Bulletin 1771 S.Lewis Street Anaheim, CA 92805 714-796-2209 5190168 ANAHEIM,CITY OF/CLERKS OFF PROOF OF PUBLICATION 200 S ANAHEIM BLVD STE 217 ANAHEIM, CA 92805-3820 Legal No. 0011556416 SUMMARY PUBLICATION CITY OF ANAHEIM ORDINANCE NO.6534 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FILE NO. ORDINANCE NO. 6534 ANAHEIM APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF ANAHEIM AND ANAHEIM 1 INV, LLC, AND AUTHORIZING THE MAYOR AFFIDAVIT OF PUBLICATION BEHALF OFTO THE CPRO TEM CITY SAID AGREEMENT FOR AND ON STATE OF CALIFORNIA, (DEV2020 00246) SS. This ordinance approves a Development Agreement by and between the City of Anaheim and Anaheim 1 INV, LLC with respect to certain real County of Orange property consisting of approximately 1.55 acres and commonly known as 1661-1673 West Broadway. The Development Agreement, together with certain other entitlements approved by the City Council, provides for development of 34 residential townhomes. I am a citizen of the United States and a resident of the I,Theresa Bass,City Clerk of the City of Anaheim,do hereby certify that County aforesaid; I am over the age of eighteen years, and the foregoing is a summary of Ordinance No. 6534, which ordinance was introduced at a regular meeting of the City Council of the City of not a party to or interested in the above-entitled matter. I Anaheim on the 9th day of August, 2022 and was duly passed and adopted am the principal clerk of the Anaheim Bulletin, a at o regular meeting of said Council on the 23rd day of August,2022 by the P Pfollowing roll call vote of the members thereof: newspaper that has been adjudged to be a newspaper of AYES: Mayor Pro Tern O'Neil and Council Members Diaz,Ma'ae, general circulation by the Superior Court of the County of Moreno,Valencia,and Faessel Orange, State of California, on December 28, 1951, Case NOES: None No. A-21021 in and for the City of Anaheim, County of ABSENT: None Orange, State of California; that the notice, of which the ABSTAIN: None annexed is a true printed copy, has been published in [Mayoral vacancy] each regular and entire issue of said newspaper and not in The above summary is a brief description of the subiect matter contained any supplement thereof on the following dates, to wit: in the text of Ordinance No. 6534, which has been prepared pursuant to Section 512 of the Charter of the City of Anaheim. This summary does not include or describe every provision of the ordinance and should not be 09/01/2022 relied on as a substitute for the full text of the ordinance. To obtain a copy of the full text of the ordinance, please contact the Office of the City Clerk, (714) 765-5166, between 8:00 AM and 5:00 PM, Monday through Friday. There is no charge for the copy. Published Anaheim Bulletin September 1,2022 11556416 I certify(or declare) under the penalty of perjury under the laws of the State of California that the foregoing is true and correct: Executed at Anaheim, Orange County, California, on Date: September 01, 2022. Ch, jiy;jz_jAcj,,,ryi Signature