2. Commercial Facade Improvement Program Guidelines — Anaheim City Council, November 15, 2022

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Contents
Overview of Program ......................................................................................................................................... 3 Program Summary ......................................................................................................................................... 3 Program Objectives ........................................................................................................................................ 3 Program Administration ................................................................................................................................ 4 Source of Funds .............................................................................................................................................. 4 Approval of Program Legal Documents ......................................................................................................... 4 Authority to Administer ................................................................................................................................. 4 Program Guidelines Changes and Modifications ........................................................................................... 4 Eligibility and Program Requirements ............................................................................................................... 5 Eligible Applicants .......................................................................................................................................... 5 Program Limitations ....................................................................................................................................... 5 Program Types ............................................................................................................................................... 5 Grant A: Cosmetic Façade Improvements up to $10,000 .......................................................................... 5 Grant B: Structural Façade Improvements up to $100,000 ....................................................................... 7 Obligation to Maintain Property .................................................................................................................... 8 Program Procedures .......................................................................................................................................... 9 Application Submittal ..................................................................................................................................... 9 Application Pre-qualification and Evaluation................................................................................................. 9 Scoring Categories and Maximum Points (Table 1) ....................................................................................... 9 Bid/Scope/Contractor Review ..................................................................................................................... 10 Selecting the Contractor .............................................................................................................................. 10 Scoring Categories and Maximum Points for Contractor Approval (Table 2) .............................................. 11 Notification of Award; Grant Agreement ........................................................................................................ 11 City Permit and Approvals ............................................................................................................................... 11 Disbursement of Funds .................................................................................................................................... 12 EXHIBITS ........................................................................................................................................................... 13 Exhibit A – Program Flow Chart ................................................................................................................... 14 Exhibit B – Program Application .................................................................................................................. 15 Exhibit C – Grant Agreement ....................................................................................................................... 16 Exhibit D – Disbursement Form ................................................................................................................... 17 Exhibit E – Escrow Agreement ..................................................................................................................... 18

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City of Anaheim Economic Development Department
Commercial Facade Improvement Program Policy and
Procedures / Guidelines

Overview of Program
The Commercial Façade Improvement Program (Program) was created to encourage private investment along Anaheim’s commercial corridors and to improve and maintain storefronts, business aesthetics, and business functions in the City of Anaheim. Building renovations and façade improvements can be costly to owners and can mean the difference between a vacant building and a vibrant, occupied storefront. The grants are targeted to control and prevent blight and deterioration within the City and promote business retention and expansion.

Program Summary
The Program is intended for commercial property owners and business owners . Business owners that are tenants may apply with the consent of the property owner. Financial assistance is in the form of a one-time City Grant for each eligible property or business (see Eligibility and Program Requirements). An agreement will be prepared by the City and must be signed by the City and Owner prior to the commencement of work. No after -the-fact applications are eligible. There are two programs available:

1. Grant A: Cosmetic Façade Improvements of up to $10,000

2. Grant B: Structural Façade Improvements of up to $100,000 See below for additional Program details. Program applications are expected to be available in fall 2022 on the Economic Development Department s website at:
http://www.anaheim.net/559/Economic-Development

Program Objectives
This grant Program seeks to improve the facades of businesses along the City’s commercial corridors so that after completion of work, citizens will notice a marked improvement in the appearance of the buildings. The purpose of the Program is to provide an economic incentive to:

1. Promote storefront rehabilitation along commercial corridors.

2. Encourage improved design and building character.

3. Attract reinvestment in commercial buildings.

4. M ake improvements that produce a highly visible contribution to the City of Anaheim.

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Program Administration
The City’s Economic Development D epartment will administer the Program. The Business Development Manager will serve as the Program Manager and coordinate with other City staff and consultants supporting the Program. Staff will review the applications and determine the applicant’s eligibility based on the Program Guidelines set forth below.

Source of Funds
Program funds are made possible through the General Fund budget appropriations designated at the beginning of each fiscal year. Activities are funded based on an annual allocation approved by the City Council. Priority is given to projects that improve the appearance of the property, as well as result in an occupied structure that promotes a vibrant, commercial district.

Approval of Program Legal Documents
All Program legal documents will be approved as to form by the City Attorney prior to their use.

Authority to Administer
The preparation and use of all required manuals, forms, documents and agreements will be administered by Program Manager in accordance with the Guidelines.

Program Guidelines Changes and Modifications
The City’s Economic Development Director may modify the Program Guidelines as necessary to achieve the goals and objectives of the Program.

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Eligibility and Program Requirements
Eligible Applicants
An eligible applicant must either own commercial property or be a tenant of a commercial property with a valid business license in a commercially zoned area of the City of Anaheim.

The business /property must be a permitted or conditionally permitted use within the commercial zone and must be up to date on the payment of property taxes, utility fees, and transient occupancy taxes (if applicable) and not have any liens on the property.

If a tena nt business owner is applying, they must obtain prior consent from the property owner on the form provide in the application. The City will verify property ownership and, in the case of multiple ownership of the commercial property, will require all persons on title to give written consent.

Program Limitations
If a building or unit is occupied by one tenant occupant, the maximum number of applications is one per unit . If a building has multiple units, façade improvements shall be unified in design and present a comprehensive façade for all units that are part of a singular building.

No tenant or building façade will qualify for this Program more than once in five years, or if they have received previous City grant funds for similar improvements or furnishings, in the past five years. Property owners, when owners of non- contiguous real property in different eligible locations, may receive individual grants tied to each individual legal parcels and/or commercial properties or commercial center.

Program Types
Grant A: Cosmetic Façade Improvements up to $10,000
A. Eligible Improvements. Program assistance may only be used for exterior rehabilitation items. Such exterior improvements may include, but are not limited to:
• Professional repair of exterior surfaces
• Exterior painting of buildings visible from public right-of-way • Exterior lighting to enhance building appearance and/or safety • Landscaping
• Awnings and canopies
• Addressing compliance with the Anaheim Municipal Code that will make a significant improvement to the appearance of the property • Removal of nonconforming signs (e.g., pole signs)
Note: The City may consider additional improvements not listed as “eligible improvements” that contribute to the overall character of the commercial corridor on a case-by- case basis.
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B. Ineligible Improvements. The following improvements are not eligible under the Program:
• Any improvements not visible from the public right -of-way or publicly owned space
• Parking lot resurfacing
• Nonvisible mechanical equipment screening
• Interior improvements/remodeling
• Temporary, portable, or non-permanent improvements
• New construction and additions
• Property acquisition, debt refinancing, expansion of building area, or conversion of building use
• Routine maintenance and repair
• HVAC repair/improvements
• Plumbing repairs/improvements
• Asphalt resurfacing/re-striping
• Security Cameras
C. Owner Matching Contribution. The maximum total grant amount is $10,000. Each business is required to contribute at least 25% of the total façade improvement costs which includes soft costs such as plans, permits and architectural and engineering fees. The City will provide grant funds up to 75%, not to exceed $10,000 of the total façade improvements costs. Each business is required to contribute a minimum of 25% or the balance above the City’s maximum contribution to equal the project cost.

D. Grant A Example
Total improvements costs (one façade) $12,500
City Contribution $9,375
Business Owner Contribution $3,125

Total improvements costs (multiple façades on
one property with four business – ex. four
façades total)
$50,000
City Contribution $37,500
Business Owner Contribution $12,500

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Grant B: Structural Façade Improvements up to $100,000
A. Eligible Improvements. Program assistance may only be used for exterior rehabilitation items. Such exterior improvements may include, but are not limited to:
• Storefront restoration or renovation
• Professional repair of exterior surfaces
• Exterior painting of buildings visible from public right-of-way • Exterior façade treatments (stucco, brick veneer, awnings, paint removal, etc.) • Signage repair or replacement (wall/monument)
• Exterior door and window repair or replacement
• Exterior lighting to enhance building appearance and/or safety • Mechanical equipment screening visible from public right-of-way • Landscaping
• Asphalt resurfacing/re-striping
Note: The City may consider additional improvements not listed as “eligible improvements” that contribute to the overall character of the commercial corridor on a case-by- case basis.

B. Ineligible Improvements. The following improvements are not eligible under the Program:
• Any improvements not visible from the public right -of-way or publicly owned space
• Nonvisible mechanical equipment screening
• Interior improvements/remodeling
• Temporary, portable, or non-permanent improvements
• Building expansions and additions
• Property acquisition, debt refinancing, or conversion of building use • Routine maintenance and repair
• HVAC repair/improvements
• Plumbing repairs/improvements
• Security cameras
E. Owner Matching Contribution. The maximum total grant amount is $100,000. Each business is required to contribute at least 25% of the total façade improvement costs which includes soft costs such as plans, permits and architectural and engineering fees. The City will provide grant funds up to 75%, not to exceed $100,000 of the total 8 | Page Façade Improvement Program Guidelines

façade improvements costs. Each business is required to contribute a minimum of 25% or the balance above the City’s maximum contribution to equal the project cost.

C. Grant B Example
Total Project Improvement Cost $250,000
City Contribution $100,000
Business Owner Contribution $150,000

Obligation to Maintain Property
By accepting grant funds, the applicant commits to properly maintain all improvements and to keep storefronts, as well as sides and back of buildings , clean and free of graffiti and trash: (i) for five (5) years if the applicant owns the property; or (ii) for the remainder of the term of the le ase if the applicant is a tenant. Any damage to the façade is to be repaired immediately by the applicant, at applicant/owners sole cost, so that the building remains in good condition and positively contributes to the business area. On an ongoing basis, t he applicant is required to touch up painted areas and perform any other repairs needed to maintain building appearance including the cleaning of any awnings (recommended at least once a year.

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Program Procedures
Application Submittal
Applications for participation in the Program may be obtained from Anaheim City Hall (Economic Development Department) or online at: http://www.anaheim.net/559/Economic- Development.

The following documentation must be submitted at time of application:
• A completed and signed Application Form
• “Before” photos of the exterior
• If the applicant is a tenant, a copy of the current lease (financial terms of the lease may be redacted) and signed consent from the property owner.

Application Pre-qualification and Evaluation
Each application will be processed in the order received. Staff will review applications for completeness, verify the applicant’s eligibility and advise applicants of any deficiencies or incomplete applications. Applicants determined to be ineligible will be notified by written correspondence.

Upon completion of a pre-qualification review, staff will contact the applicant to schedule an appointment to review program requirements, identify project scope in conjunction with the City’s on-call architect, recommend specific improvements based on site analysis or architectural design, and budget requirements. The City will provide two architectural design options for applicant selection and allow for one round of revisions based on applicants input.

Scoring Categories and Maximum Points (Table 1)
Category Maximum Points Possible
The building is highly visible due to its
location near a major transportation
intersection and/or corridor
40 Highly visible elements of the building will be
improved 20
Rectification of nonconforming building/sign
elements; compliance with Anaheim
Municipal Code
20 Within a Specific Plan Corridor 10
Level of Service Calls 10

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Application approval is subject to funding availability. The applicant’s eligibility determination is not a commitment of funds. Funds shall only be committed upon the full execution of the Grant Agreement (see Notification of Award of Grant; Grant Agreement below).

Bid/Scope/Contractor Review
Upon selection of architectural design, applicant will obtain a minimum of three bids from qualified contractors for submission to, and review by, the City. The scope of work provided by the selected contractor must be consistent with the approved design.

City’s review of the selected contractor will be consistent with the scoring criteria identified in Table 2.

Selecting the Contractor
The City will provide a list of known contractors who have expressed interest in bidding on this type of rehabilitation work and are licensed by the Contractor ’s State License Board.

The property owner or business owner may choose a contractor from the list or select their own contractor that has the appropriate license(s) and meets the minimum qualifications of the Program as identified in Table 2. It is required that the property/business owner(s) obtain at least three (3) propos als before submitting all proposals to the City for review and approval. Once the bid is approved by the City, the property/business owner is responsible for entering into a contract with the contractor. The selected contractor will use the renderings approved/agreed upon by both the City and applicant to create a set of construction drawings and a comprehensive scope of work. T he bid, scope of work and plans will be subject to a final approval by City Staff prior to submission to the Planning Services Division.

All improvements completed as part of the Program are "public works" as that term is used in Section 1720 of the California Labor Code. Accordingly, if required by State law, the selected contractor must comply with the prevailing wage rates as determined by the State of California.

Qualified contractors must:
• Have ownership of all necessary equipment to complete the work • Provide a resume/portfolio of similar projects for review and approval by the City Staff • Have all the necessary licenses to engage in the work specified in the bid and scope • Be responsible for a majority of the work to be completed (at least 30%). • Provide at least three references and recently completed projects.

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Scoring Categories and Maximum Points for Contractor Approval (Table 2) Category Maximum Points Possible
Own equipment 20
Relevant resume/portfolio 20
Has all necessary licenses 20
Verify that a majority of the work (30%+) will
be completed by the Primary Contractor 20
References and recently completed projects 20

Notification of Award; Grant Agreement
After the City’s review of the application package is completed, Program applicants will be notified of the City 's decision regarding grant amount, scope of work and contractor selection. Following approval of the application, a Grant Agreement must be executed between the applicant and the City committing the applicant to complete the improvements according to approved plans and committing the City to reimbursement upon completion of the project. The agreement must be fully executed prior to proceeding with any construction.

The agreement will state applicable terms and conditions and require that the approved applicant indemnifies the City from all liability arising f rom or in consequence to City's administration of the Program.

City Permit and Approvals
Upon application approval, the applicant is responsible for submitting project plans and related materials to the Planning Services Division.

If a Building Permit is required, the applicant is responsible for submitting plans that meet all the requirements of the City’s Building Division. Failure to begin work within 60 days of permit approval will result in forfeit ure of the grant allocation. If permits are not required, work must begin within 60 days of grant approval.

The Business Development Manager will act as the point of contact and help facilitate communication between the City’s Planning Services and Building Division once project plans and related materials have been submitted for approval.

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Disbursement of Funds
Applicants receiving Grant funds may submit requests for disbursement of the Grant funds in installments or a lump sum disbursement upon completion. A third-party escrow company will be retained by the City to disperse funds . Applicant is required to submit into escrow, 25% of the total project cost or the balance above the City’s maximum contribution.

All disbursements will be on a reimbursement basi s and no advancement of funds will be allowed. Requests for reimbursement must include proof of payment and other supporting documentation, as deemed necessary by the City (i.e. , invoices, cancelled checks, etc.), sufficient to demonstrate to the City's satisfaction that the improvement costs have been paid before the escrow company will disperse funds. Reimbursement shall not, in any case, exceed approved grant amount.

City and applicant will sign off and approve each request for disbursement from escrow.

Retention of 20% of total project cost will be held in escrow until project completion and release of all liens.
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EXHIBITS

Exhibit A – Program Flow Chart

Exhibit B – Program Application

Exhibit C – Grant Agreement

Exhibit D – Disbursement Form

Exhibit E – Escrow Agreement

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Exhibit A – Program Flow Chart

Approval of
Scope/Bid/
Contractor
Submit Program
Application
The following
documentation must be
submitted at time of
application:
• A completed
Application Form
• “Before” photos of the
project site.
• If the applicant is a
tenant, a copy of the
current lease (financial
terms of the lease may
be redacted) and a
signed consent from
the property owner
Application Pre-
qualification and
Evaluation
• Program staff in the
Economic
Development
Department will review
applications for
completeness and
verify the applicant’s
eligibility
• Program staff will
advise applicants of
any deficiencies or
incomplete
applications.
• Program staff will
contact the applicant to
schedule an
appointment to review
program requirements.
• Participant may be
required to submit
additional
documentation
• Application approval is
subject to funding
availability
Bids and Scope of
Work
• The Program Staff will
provide a list of known
contractors for the
applicant to consider,
or they may use their
selected contractor that
meets program
requirements
• Applicant/business
shall secure bids and
scope(s) of work from
no less than three (3)
contractor for review
and approval by the
Business Development
Director
Final Review of
Project Work by the
City
• Program Staff will
review the scope of
work and bid submitted
by the applicant
• Scope of Work must
meet design standards
established by the City.
• Program staff approves
submitted information.
• Program Staff will notify
the applicant of the
approval.
• Program Staff will
provide applicant copy
of Agreement for
execution.

Execution of
Grant
Agreement
• All work must start
within 90 days of
executed Agreement.
• Applicant and City
deposit funds into
escrow account.

Application
Submitted
Application
Approved
Application
incomplete
Application
denied
Applicant will be
notified
Bid/Scope/
Contractor
Submitted
Bid/Scope or
contractor not
approved. The
applicant/
business to
submit alternate
bid/scope or
contractor for
review and
approval
Bid/ Scope/
Contractor
Approved
Execution of
Agreement
Application
denied
Applicant will be
notified
Commercial Rehabilitation Application Review Process
Submit Request to
City for
Disbursement
The following
documentation must be
submitted with each
Disbursement request:
• A completed
Disbursement form
• “Progress” photos of
the project site.
• Documentation
supporting the
requested
disbursement. (i.g.,
invoices, cancelled
checks, etc.),
Review of
Disbursement
Request
• Staff will review request
for completeness and
verify the supporting
documents.
• Staff will advise
participant of any
deficiencies or
incomplete request.
• Participant may be
required to submit
additional
documentation
Request Submitted
to Escrow
• Escrow to wire
funds or issue
check within 10
business days
Payment
Issued
Disbursement
Submitted
Disbursement
Request
Approved
Request
incomplete
Payment
Issued
Commercial Rehabilitation Disbursement Process
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Exhibit B – Program Application

COMMERCIAL FAÇADE IMPROVEMENT

PROGRAM APPLICATION

1. Property Description
Addresses of Commercial Property to
be Rehabilitated:

Business Name:

Business Type:

Years in business in Anaheim
The property that I am applying for is:  Tenant-Occupied  Owner-Occupied Business License Number:

Does that business have any code
violations with the City?
 No  Yes – Please lists violations:_____________
______________________________________________

2. Applicant Information
Applicant Type, check all that apply:  Property Owner  Business Owner Name:

Address:

City: State/Zip Code:

Business Phone No: Cell:

Email:

3. Property Owner (if different from Applicant)
Name: Phone:

Address:

City: State/Zip Code:

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4. Façade and Rehabilitation Work Proposed
Please indicate which grant program you are applying for and briefly describe the improvements you wish to make to the exterior of your storefront:
 Grant Program A: Cosmetic Façade Improvements up to $10,000  Grant Program B: Structural Façade Improvements up to $100,000 Proposed Improvements:
_______

_______

5. Matching Grant Requirement
Will you be able to contribute personal funds equal to 25% of the project costs towards the approved improvements to the building?
 Yes  No

6. Applicant Certifications
The Applicant certifies that:
• the Applicant has read the Program Guidelines and fully understands the content; • the information provided by the Applicant in this application and the exhibits are true, correct and complete; and
• the Applicant understands that the applications for the grant program are being evaluated on a first come, first reviewed basis and that there can be no more than one application accepted per storefront.

Print Name of Applicant:

Signature of Applicant:

Date:

Attached the following documents to the application. Incomplete applications will not be processed.
 Evidence of business ownership (e.g., the lease if applicant is a tenant; a grant deed or property tax invoice if applicant is the real property owner)  Color photographs of the storefront and all sides of building visible from a public right of way
You may submit your application electronically or by U.S. Mail:

By email to: Shant Boodanian, Business Development Manager, [email protected] By mail to: City of Anaheim
Economic Development Department
200 S. Anaheim Blvd., 7th floor
Anaheim, CA 92805
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Exhibit C – Grant Agreement

Commercial Façade Improvement Program Grant Agreement

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GRANT AGREEMENT
(Commercial Façade Improvement Program)
This GRANT AGREEMENT (Commercial Façade Improvement Program ) (“Grant Agreement”) is dated as of _______________, 20____ (“Effective Date”) by and between the CITY OF ANAHEIM , a California municipal corporation and charter city ( “City”) and the __________________________________, a California ____________, DBA ________________ (“Grantee”).

RECITALS
A. The City Council of the City has established the Commercial Façade Improvement Program (the “Program”) to assist commercial property owners and/or tenant owned businesses (“Eligible Owner (s)”) located along major intersections and transportation corridors within the City of Anaheim.

B. The Program is administered by the City Department of Economic Development and is funded by City’ s General Fund the purposes of assisting commercial property owners and businesses in the form of a one -time City grant for promoting corridor beautification, business revitalization and otherwise controlling and preventing blight and deterioration within the City.

C. The City has approved “Program Guidelines” for the Program will implement and administer the Program pursuant to the Program Guidelines to provide grants to Eligible Owners within the City (each a “Grant”). A Grant to an Eligible Owner is determined by the City through the application process for two independent grant programs: (i) Grant A - Cosmetic Façade Improvement grants not to exceed $10,000; and (ii) Grant B - Structural Façade Improvement grants not to exceed $100,000.

D. Grantee is the [owner of commercial real property] [operator of a business, (insert business name)], located at ___________________, in the City of Anaheim (as depicted on the Site Map attached as Exhibit A) and is an Eligible Owner. Grantee submitted an application to, and been approved Grant under the Program Guidelines, and in consideration therefor, Grantee agrees to comply with the terms and conditions set forth in this Grant Agreement, and subject to Grantee’s compliance herewith, the City desires to award Grantee a Grant for Grantee to expend on Approved Expenses.

E. [IF GRANTEE IS A TENANT] Grantee has submitted the written consent of the owner(s) of the commercial real property where Grantee’s business is located authorizing Grantee to undertake the work as provided herein, such consent being in the form of Exhibit C attached hereto.

Commercial Façade Improvement Program Grant Agreement

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NOW, THEREFORE, for good and adequate consideration, the receipt and sufficiency of which is acknowledged, City and Grantee agree as follows:

Section 1. GRANT; GRANTEE OBLIGATIONS.

1.1 Grant. City agrees to grant up to ____________ Dollars ($______) with funds as allocated by the City Council, provided that the Grantee shall have first contributed an amount of not less than 25% of the foregoing grant amount.

1.2 Use for Approved Expenses . Grantee shall use and expend the proceeds of the Grant only for expenses approved by the City, in connection with Grantee ’s Application to the Program (here, the “ Approved Expenses”). No improvement work shall be undertaken until the design has been approved by the City. The Approved Expenses shall be as shown on the plans, design drawings, and specifications approved by the City. Such plans, design drawings and specifications are attached hereto as Exhibit A as part of the scope of work.

1.3 Agreement with Contractor ; Commencement and Completion . Following approval, Grantee shall select a licensed contractor and contract for the work. Work shall commence no later than sixty (60) days following the Effective Date and such work shall be completed in a timely and expeditious manner but in no event later than one hundred twenty (120) days from the Effective Date. The Grantee may request a ninety (90) day extension provided there is a demonstrated hardship.

1.4 City Periodic Review . The City shall periodically review the progress of the contractor’s work on the façade improvements pursuant to this Agreement. Such inspections shall not replace any required permit inspection by the City’s building inspectors. All work which is not in conformance with the approved plans, design drawings, and specifications shall be immediately remedied by the Grantee and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings, and specifications and the terms of this Agreement.

Section 2. DISBURSEMENT OF FUNDS TO GRANTEE . Subject to Section 1.1 above, and as decided solely by the City, the proceeds of the Grant shall be remitted to Grantee for Approved Expenses, subject to the following:

2.1 Disbursements. City will disburse the Grant through a third party escrow company to reimbursement for Approved Expenses incurred by Grantee and for which Grantee has submitted to City and Escrow Company supporting documentation as provided in Section 2.2.

2.2 Supporting Documentation for Approved Expenses. City’s approval of a Grant disbursement is subject to and conditioned upon Grantee’s submittal of invoice(s) and supporting documentation in a form acceptable to the City, showing the Approved Expenses to be paid by or reimbursed to Grantee. Each and all of Grantee’ s request(s) for disbursement shall occur not less than forty-five (45) prior to the expiration of the Term in order to provide City adequate ti me for review for an eligible disbursement. At a minimum, for each category of Approved Expenses, the invoice or other supporting documents shall include a verifiable description of the actual expense(s), along with a representation statement by Grantee that no funds from another source have been utilized for such Approved Expense(s). Each and all invoices shall be accompanied with supporting information or other documentation as may be requested by the City, including, but not Commercial Façade Improvement Program Grant Agreement

Page 3 ends

limited to, evidence of payment in the case of reimbursement and evidence of amount due for an incurred but not yet paid Approved Expense.

2.3 Withholding of Disbursement. The City reserves all rights to withhold all or any portion of Grant if the invoices and supporting records are not s ubmitted to City in the manner required by this Grant Agreement.

Section 3. REVERSION OF GRANT PROCEEDS . Upon the first anniversary of the Effective Date, or sooner termination of this Grant Agreement, all proceeds of the Grant, if any, on hand or on account with City shall remain with City; in particular, in the event Grantee fails to:
(i) timely commence construction as provided under Section 1.3; or (ii) properly and timely request disbursement under, as applicable, Section 2.1 or 2.2 and comply wit h Section 2.3 above for Approved Expenses, the funds shall remain with and revert to City and are not eligible for disbursement to Grantee.

Section 4. REPRESENTATIONS AND WARRANTIES; COVENANTS, AND FURTHER ASSURANCES. To induce City to make the Grant and enter into this Grant Agreement, Grantee covenants as to the following:

4.1 Representations and Warranties . Grantee represents and warrants, which statements shall be true and correct as of the Effective Date and throughout the term of this Grant Agreement:
(a) Grantee has received, read in full, and understands all of the terms, conditions, and provisions of the Program Guidelines. In this regard:
(i) Grantee is a Eligible Owner that qualifies to receive the Grant funds under the Program Guidelines;
(ii) Grantee’s Application and all information and supporting documentation submitted in connection therewith is true, complete, and accurate, with no material omissions, misrepresentations, or false statements by Grantee or any person through Grantee; (b) Grantee has the power to execute, deliver, and perform this Grant Agreement.
(c) By entering into this Grant Agreement, Grantee will not immediately, or with the passage of time, the giving of notice, or both:
(i) violate Grantee’s articles of incorporation or bylaws, if applicable; (ii) violate governmental laws or regulations applicable to Grantee; or (iii) result in a material default under any material contract or instrument to which Grantee is a party
(d) Grantee is not subject to an order, agreement, or MOU with a governmental authority limiting Grantee’s ability to comply with this Grant Agreement.

Commercial Façade Improvement Program Grant Agreement

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(e) To the best of Grantee ’s knowledge, there are no actions, suits, claims, investigations, or proceedings pending at law or in equity or before or by any governmental authority, or threatened against Grantee or its assets or related to this Grant Agreement.

4.2 Covenants.
(a) Agreement to Maintain. Grantee agrees to maintain all improvements and to keep storefronts, as well as sides and back of buildings, clean and free of graffiti and trash: (i) for five (5) years if the Grantee owns the property; or (ii) for the remainder of the term of the lease if the Grantee is a tenant. Any damage to the façade is to be repaired immediately by the applicant so that the building remains in good condition and positively contributes to the business area. On an ongoing basis, the applicant is required to touch up painted areas and perform any other repairs needed to maintain building appearance including the cleaning of any awnings (recommended at least once a year). If the Grantee fails to correct the stated deficiencies within thirty (30) days of the notice, City may cause any maintenance or repair work to be performed at Grantee’s expense. (b) No Conflicting Agreement. Grantee shall not enter a separate agreement that would breach its obligations under this Grant Agreement. (c) Compliance with Law and Uniform Requirements; Insurance. Grantee shall use the grant proceeds in accordance with applicable federal, state, or local laws, and regulations, as may be hereafter amended.
(d) Insurance. Grantee agrees to maintain a general liability insurance policy and workers compensation coverage.
(e) Compliance with the City’s Program. This Grant Agreement is subject to and incorporates the terms of the Program Guidelines, and all amendments or successor regulations or guidelines thereto.
(f) Licenses, Permits, Fees and Assessments. Grantee shall maintain, at its sole cost and expense, such licenses, permits and approvals as may be required for the lawful operation of its business.

Section 5. RESPONSIBILITIES OF PARTIES . Both parties agree to use reasonable care and diligence to perform their respective obligations under this Grant Agreement, and to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Grant Agreement.

Section 6. EVENTS OF DEFAULT . Each of the matters described in this Section 6 shall constitute an Event of Default and shall entitle the non-defaulting party to exercise the rights and remedies under Section 7

6.1 Failure of Warranty or Representation to be True. The failure or untruth of any representation or warranty made by Grantee to City.

Commercial Façade Improvement Program Grant Agreement

Page 5 ends

6.2 Failure of Performance. Grantee’s or City’s failure to perform or violation of any covenant made under this Grant Agreement.

6.3 Default under Grant Agreement. Grantee or City’s breach of any of the material terms or conditions in this Grant Agreement.

Section 7. RIGHTS AND REMEDIES.

7.1 Remedies. In the Event of Default, the non-defaulting party, in addition to any and all rights provided by law or equity, may:
(a) File suit against the defaulting party; and
(b) Exercise all other rights and remedies available at law or equity under applicable state or federal law.

7.2 Collection Costs. If suit or action is instituted for an Event of Default or otherwise to enforce any of the terms of this Grant Agreement, the prevailing party shall be entitled to recover from the other party its attorney fees and costs in addition to all other sums provided by law.

7.3 Notice of Default. The non-defaulting party shall provide the defaulting party with (a) written notice of a breach or violation with an opportunity to cure within thirty (30) days of the notice, and
(b) after thirty (30) days from the notice in 7.3(a), if the breach or violation has not been fully cured, it shall constitute an Event of Default for which the non-defaulting party may seek any remedy described in Section 7.1 above.

Section 8. GENERAL PROVISIONS.

8.1 Modifications. This Gra nt Agreement may be amended or modified only by written agreement between Grantee and City.

8.2 Binding Effect. This Grant Agreement shall be binding on the parties and their successors and assigns. The rights and benefits of any party may not be assigned without the prior written consent of the other party, which consent may be granted or withheld in such other party’s sole and absolute discretion.

8.3 Entire Agreement. This Grant Agreement constitutes the entire agreement of the parties relating to the Grant and the Program, and supersedes all prior communications, representations, or agreements, verbal or written, if any, between the parties. There are no promises, terms, conditions, obligations, or warranties by a party other than those contained in this Grant Agreement.

8.4 Governing Law . The validity, meaning, and enforceability of this Grant Agreement and the rights and liabilities of the parties shall be determined in accordance with the laws of the State of California.

Commercial Façade Improvement Program Grant Agreement

Page 6 ends

8.5 Incorporation by Reference. All documents, instruments, and other w ritings executed with or referred to in this Grant Agreement are hereby incorporated by reference and made a part of this Grant Agreement as if fully set out herein; and, in the event of a conflict between this Grant Agreement and the incorporated document, this Grant Agreement controls.

8.6 Jurisdiction and Venue . Grantee consents to the venue and jurisdiction of any court, state or federal, located in the County of Orange. Grantee agrees to Orange County as the venue for any action, proceeding, or other matter properly filed in the County of Orange. Grantee consents and agrees that any service of process may be made on Grantee wherever Grantee can be located or by certified mail directed to Grantee at Grantee’s address below (with copy to Grantee’s counsel, if and as listed below). This provision is permissive, not mandatory, and City reserves the right to bring any action, proceeding, or other matter arising directly or indirectly under this Grant Agreement against Grantee wherever either the Grantee or its properties might be found or might otherwise be subject to jurisdiction. Notices. Any notice under this Grant Agreement shall be in writing, without implying the obligation to provide such notice. Notice shall be given or a document to be delivered under this Grant Agreement shall be deemed to have been duly received on (i) delivery, if delivered in person or by any expedited delivery servi ce that provides proof of delivery; or (ii) the 5
th day after mailing, if mailed by USPS certified mail, return receipt requested, postage prepaid, addressed to City or Grantee, as applicable, at the following addresses:

If to City: City of Anaheim
Attention: Director of Economic Development
200 S. Anaheim Blvd., 7th Floor
Anaheim, CA 92805

with copy thereof to: Office of the City Attorney
Attention: City Attorney
200 S. Anaheim Blvd., 3rd Floor
Anaheim, CA 92805
If to Grantee: ________________________
________________________
________________________

8.7 Relationship of the Parties . Neither City nor Grantee shall be deemed a partner, joint venturer, agent, or related entity of the other by reason of this Grant Agreement.

8.8 Non-liability of City Officers and Employees. No officer or employee of the City of Anaheim or any of its related entities shall be personally liable to the Grantee, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Grantee or to its successor, or for breach of any obligation of the terms of this Grant Agreement.

8.9 Severability. If a court of competent jurisdiction finds any term or provision of this Grant Agreement, or the application thereof to any person or circumstance, to be invalid, void, or unenforceable to any extent, (a) such court may amend and/or interpret such term or provision so Commercial Façade Improvement Program Grant Agreement

Page 7 ends

that it will be valid to the fullest extent possible under law; and (b) the remaining provisions of this Grant Agreement and any application shall continue in full force and effect without being impaired or invalidated in any way.

8.10 Time. Time is of the essence under this Grant Agreement.

8.11 Waivers. City may at any time or from time -to-time waive all or any rights under any of the Grant Agreement, but any waiver or indulgence at any time or from time to time shall not constitute, unless specifically so expressed by City in writing, a future waiver by City of performance by Grantee.

8.12 Indemnity. Grantee agrees to protect, defend, and hold harmless the City and its elective or appointive boards, officials, officers, agents, employees, and volunteers from any and all claims, liabilities, expenses or damages of any nature, including attorney’ s fees, for injury or death of any person, damage to property, interference with the use of property and any other monetary damage claims, arising out of, or in any way connected with performance of this Grant Agreement by Grantee, Grantee ’s agents, officers or employees, subcont ractors, or independent contractors. The provisions of this Section 8.1 2 shall survive the termination of this Grant Agreement.

8.13 Counterparts. This Grant Agreement may be executed in multiple counterparts, all of which together shall constitute one instrument.

8.14 Conflict of Interest . Grantee, its agents and employees shall comply with applicable federal, state and local laws and regulations governing conflict of interest. Grantee agrees not to accept any employment or representation during the term of this Gra nt Agreement that is or may likely make Grantee “financially interested” (as provided in California Government Code Sections 1090 and 87100) in any decision made by City on any matter in connection with which Grantee has been retained pursuant to this Grant Agreement. The Grantee warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Grant Agreement.

Section 9. ADMINISTRATION AND OVERSIGHT OF PROGRAMS AND GRANT.

9.1 Administration. City reserves all rights of administration of the Program and this Grant Agreement, including but not limited to: periodic reviews of the conditions of the Grant , disbursements, accounting, financial data, collecting and posting payments, personal inspections and site visits, job retention and creation, oversight of performance under this Grant Agreement.

9.2 Primary City Contact; Oversight . City, through the Economic Development Director and designated staff, will serve as the primary contact and cause administration of the Program and this Grant Agreement.
[Signature Blocks on next page]
Commercial Façade Improvement Program Grant Agreement
S-1
IN WITNESS WHEREOF, Grantee and City have executed this Grant Agreement as of the Effective Date first written above.

CITY:

CITY OF ANAHEIM,
a municipal corporation and charter city

By: _________________________________

ATTEST:

THERESA BASS

CITY CLERK

__________________________________
City Clerk

APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

_________________________________
Leonie Mulvihill, Assistant City Attorney

GRANTEE:
[INSERT GRANTEE NAME]

By: _________________________________
Name:___________________________
Its:______________________________
Exhibit A

EXHIBIT A

SITE MAP
[to be attached]

Exhibit B

EXHIBIT B

SCOPE OF WORK
[approved plans, design drawings, specifications, etc. to be attached] Exhibit C

EXHIBIT C
PROPERTY OWNER’S CONSENT FORM
[attached]

Exhibit C

CITY OF ANAHEIM
COMMERCIAL FAÇADE IMPROVEMENT PROGRAM

PROPERTY OWNER CONSENT FORM
As part of the process of obtaining a grant from the City of Anaheim (City) Commercial Façade Improvement Program when the applicant is a tenant, the City require the owner of the property to sign this Property Owner Consent Form.

The undersigned owner of the existing building located at:
________________________________________________[insert address] certifies that ________________________________________________[insert name of applicant] operates or intends to operate a business at the above-referenced location.

The undersigned agrees to permit the applicant and Applicant’s contractors or agents to implement improvements listed on the City’s Commercial Facade Improvement Program A pplication dated:
__________________________.

The undersigned hereby waives any claim against the City arising out of the use of program grant funds for the purposes set forth in the application. The undersigned further agrees to protect, defend, and hold harmless the City and its elective or appointive boards, officials, officers, agents, employees, and volunteers from any and all claims, liabilities, expenses or damages of any nature, including attorney’s fees, for injury or death of any person, damage to property, interference with the use of property and any other monetary damage claims, arising out of, or in any way connected with use of program grant funds for the purposes set forth in the application by Grantee or Grantee’s contractor or agent.

Owner’s Full Name (please print)
Owner’s Signature Date
Owner’s Full Name (please print)
Owner’s Signature Date
Address
Email Address Phone Number

OWNER(S) SIGNATURE MUST BE NOTARIZED

Exhibit C

STATE OF CALIFORNIA )
) §
County of )

On , before me, a
Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct

WITNESS my hand and official seal.

________________________________
Signature of Notary
(Affix seal here)

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.

Exhibit C

STATE OF CALIFORNIA )
) §
County of )

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
(Affix seal here)

Exhibit D – Disbursement Form

Page 1 of 2 ends

Requisition for Disbursement
of Funds
No Capital Advance may be disbursed unless a
completed requisition form has been received.

City of Anaheim
Economic Development Department

Name, Address & Zip Code of Owner Tax ID Number/DUNS Name, Address & Zip Code of Designated Depository (Include bank account number) Project Name City of Anaheim Accounting Use Only
Fund Symbol

Project Number Requisition Number Voucher Number Schedule Number Type of Disbursement
Initial Progress Final
Schedule Date Amount
$
Instructions to the Owner: Prepare this request and send the original and two copies to the City of Anaheim . Clearly identify by description all items for which grant funds are requisitioned. Do not request funds for any item until payment is due. A request covering construction cost must show one entry for the total disbursement requested to meet the net amount due. The request for the first payment requires: Grant A – Site review by staff; Grant B – a final signed-off permit. Requests for subsequent payments on account of this fee must be made simultaneously with the requests for payment.

To the City of Anaheim: The undersigned Owner hereby requests <escrow company> to disburse funds as provided by the Grant Agreement heretofore executed on the day of , , as shown in the request for disbursement.

To the best of our knowledge, information and belief the sum requested is now payable. The undersigned hereby certifies that all of the above items have been paid or will be paid within three days of receipt of the requisitioned funds. We hand you herewith full supporting invoices and/ or receipts, as required, covering such items enumerated for your review. The undersigned certifies that all prior work, labor and materials to be paid for under this request are satisfactory and are in accordance with the contract drawings. The undersigned further certifies that hazard insurance as requested by the City of Anaheim is in full force and effect upon whatever improvements are now upon the mortgaged premises including but not limited to materials stored on site for which an advance is being requested. We intend to disburse said sum on or about the day of 20 . You are further advised that after the requested disbursement is made, a total sum of $ will have been disbursed from capital advance proceeds and the total sum of
$ will have been disbursed from our cash escrow of funds required at initial closing, if any, to complete the project. (Note: The Owner's cash escrow must be completely disbursed prior to any disbursement of capital advance funds.)

Warning: The City of Anaheim will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties.

Owner's Name By (Signature of Authorized Owner Official) Date Item Number and Identification (A) Amount Claimed (B) Approved Amount

1. $ $

2. 3.

4. 5.

6. 7.

8. 9.

10. Total Due on This Requisition $ 0 $ 0

Page 2 of 2 ends

Certificate of Approval (for the City of Anaheim Use Only) The Above Owner and Depository are hereby notified that the amounts shown in Column (B) above have been approved for disbursement in accordance with the provisions of the Capital Advance Agreement applicable to this project. Of the above total $ is hereby approved for disbursement from capital advance proceeds in accordance with the above application, and this amount, when disbursed, will thereupon constitute principal secured by that certain mortgage executed by dated the day of , ,
covering certain property in
and this certificate does hereby constitute the approval of the City of Anaheim thereunder for the amount set forth herein, within the meaning of the aforesaid grant contract, provided; that if the above disbursement constitutes the final disbursement to be made under the terms stated and if any items of construction are still incomplete, this approval is based upon receipt and evidence that the sum of $ has been placed in escrow under the provisions of the “Escrow Deposit Agreement.” Explanation of Disallowed Amounts

18 | Page Façade Improvement Program Guidelines

Exhibit E – Escrow Agreement

W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

42600902v1

ESCROW AGREEMENT

THIS ESCROW AGREEMENT ("Agreement"), is dated as of ____________, 2022 (the "Effective Date") by and among AMERICAN DEPOSIT MANAGEMENT, LLC, a Wisconsin limited liability company DBA The American Deposit Management Co. (the "Escrow Agent"), the City designated in the Recitals below (the "City") and the buyer designated in the Recitals below (the "Buyer").

RECITALS
A. The Buyer has agreed to purchase services (the "Service") from a contractor for the property located at ___________________________upon closing of sale and approval of City.

B. The City and the Buyer desire to appoint Escrow Agent to receive and hold certain funds as escrow agent, and Escrow Agent has agreed to accept, hold and disburse, as applicable, the funds and documents deposited with Escrow Agent in accordance with the terms of this Agreement.

C. The City’s information is as follows:

Company Name City of Anaheim
Company Address 200 South Anaheim Blvd, 7th Floor, Anaheim CA 92805 Telephone 714-765-4338
Email [email protected]
Auth. Representative Sergio M. Ramirez
Representative Title Director
D. The Buyer's information is as follows:

Company Name
Company Address
Telephone
Email
Auth. Representative
Representative Title Buyer

In consideration of the Recitals and mutual agreements which follow, the parties agree as follows:

W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

42600902v1

AGREEMENT

1. Escrow Agent. The City and the Buyer hereby appoint and designate Escrow Agent as escrow agent for the purposes set forth herein and Escrow Agent hereby accepts such appointment as escrow agent and agrees to act in accordance with the terms and conditions described in this Agreement.

2. City Deposits. The City shall make the following deposits to the Escrow Agent by wire or ACH of immediately available funds (each, a "Deposit" and collectively, the "City Deposits"):

Total Amount to be Deposited $

3. Buyer Deposits. The Buyer shall make the following deposits to the Escrow Agent by wire or ACH of immediately available funds (each, a "Deposit" and collectively, the "Buyer Deposits"):

Total Amount to be Deposited $

4. Escrow Fund. The Escrow Agent will hold the City and Buyer Deposits ("Escrow Fund"), free from any liens, claims or offsets. The Escrow Fund shall not become the property of either the City or the Buyer, nor shall the Escrow Fund become subject to the debts of either the City or the Buyer, unless and until the conditions set forth in this Agreement providing for the disbursement of the Escrow Fund have been fully satisfied.

5. Proof of Deposit . The City and Buyer shall provide one another written notice and evidence that the Deposits to the Escrow Fund have been made (the "Deposit Notice"), which the Escrow Agent shall confirm if requested.

6. Disbursements. The Escrow Agent shall hold the City and Buyer Deposits in the Escrow Fund until:
(a). The Buyer and City deliver to the Escrow Agent a written instruction that payment/s to the Contractor should be made and the City approves disbursement of the funds.

7. Escrow Fees. The consideration payable to the Escrow Agent for its acting as escrow agent pursuant to this Agreement shall be no charge. Any and all additional costs and expenses, W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

42600902v1
including reasonable attorney's fees and expenses, incurred by the Escrow Agent in connection with the preparation, execution, performance, delivery, modification or termination of this Agreement (collectively, the "Escrow Fees") will be reviewed and the Escrow Agreement will be amended with updated fees as necessary. The Buyer shall be responsible for payment of the Escrow Fees listed in Exhibit 6 to the Escrow Agent.

8. Close of Escrow and Termination of Agreement. The Escrow Fund shall be closed and shall end on the date that all Buyer Deposits are disbursed pursuant to this Agreement, all fees have been paid and all reporting obligations specified herein have been satisfied (the “Fund Close”). The term of this Agreement shall commence as of the Effective Date and shall end on confirmation from Buyer and City that all funds have been disbursed as agreed upon to the contractor (the “Termination Date”).

9. Investment of Escrow Fund. Unless otherwise jointly instructed in writing by the Buyer and the City, the Escrow Agent will deposit the Escrow Fund in such account in such financial institution as the Escrow Agent deems appropriate, in its sole discretion (the “Escrow Account”). The Escrow Account shall be deposited with select Federal Deposit Insurance Corporation (“FDIC”) and/or National Credit Union Administration (“NCUA”) insured depository institutions. The Escrow Fund shall be appropriately insured by the FDIC and the NCUA, however, the Escrow Agent is not responsible for, and make no representations or warranties relating to, the failure of any financial institution.

10. Accounts and Records. The Escrow Agent shall keep accurate books and records of all transactions hereunder. Upon the Termination Date, the Escrow Agent shall deliver to the City and the Buyer a complete accounting of all transactions relating to each Escrow Fund hereunder.

11. Resignation and Succession of Escrow Agent. The Escrow Agent may resign as escrow agent hereunder upon fourteen (14) days’ prior written notice to the City and the Buyer and shall thereupon be fully released from any obligation to perform any further duties imposed upon it hereunder other than as provided in this Section. Upon written notification by the City and the Buyer of the appointment of a successor escrow agent, the Escrow Agent shall promptly deliver the Escrow Fund to such successor escrow agent, and the duties of the resigning Escrow Agent will terminate in all respects, and the resigning Escrow Agent will be released and discharged from all further obligations set forth in this Agreement. The Escrow Agent is entitled to withhold its undisputed Escrow Fees.

W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

42600902v1

12. Termination of Escrow Agent. The Buyer and the City may terminate the Escrow Agent, and its duties under this Agreement, by providing the Escrow Agent with a joint written notice at least thirty (30) days prior to the effective date of such discharge. In such event, the Escrow Agent shall disburse the Escrow Fund as instructed in such joint notice and shall have no further obligations under this Agreement.

13. Entity Documents. The Buyer and the City hereby affirm that they are authorized to act in the capacities shown herein and that each party has completed their own assessment of the authority of the other in this transaction and authorize the Escrow Agent to rely on the representations set forth herein. Notwithstanding the prior statement, the Buyer and the City agree to deposit with the Escrow Agent reasonably acceptable documentation to confirm each of them is a duly registered entity and the state of their incorporation and to identify the parties authorized to sign on behalf of the entities herein, including ongoing updates to those documents during the term of this Agreement, as necessary. The Buyer and the City agree that absent notification of the withdrawal of the authority granted in the documents provided, the Escrow Agent is authorized to assume the authorities continue unchanged.

14. Suspension of Performance; Disbursement into Court. If, at any time, (a) there shall exist any dispute between the Buyer and the City with respect to the holding or disposition of the Escrow Fund or any other obligations of the Escrow Agent hereunder, (b) the Escrow Agent is unable to determine, to the Escrow Agent’s sole satisfaction, the proper disposition of all or any portion of the Escrow Fund or the Escrow Agent’s proper actions with respect to its obligations hereunder, or (c) the Buyer and the City have not, within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation, appointed a successor escrow agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions:
(a) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor escrow agent shall have been appointed; and/or
(b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty and, to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, the Escrow Fund, and all fees and expenses (including court costs and attorneys’ fees) payable to or incurred by the Escrow Agent in connection with the performance of its duties and W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

42600902v1
the exercise of its rights hereunder shall be joint and several obligations of the Buyer and the City.

Absent gross negligence or willful misconduct, the Escrow Agent shall have no liability to the Buyer or the City, their respective owners, shareholders or members, or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Fund or any delay in or with respect to any other action required or requested of the Escrow Agent.

15. Liability of Escrow Agent. The Escrow Agent shall have no responsibility for the sufficiency or correctness as to form, manner of execution or validity of the documents deposited in the Escrow Fund or the failure of any party to comply with any of the provisions of any other agreement, contract or other instrument filed or deposited in the Escrow Fund or referred to in this Agreement. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines, which determination is not subject to appeal, that the Escrow Agent’s gross negligence or willful misconduct was the cause of any loss to the Buyer or the City. The Escrow Agent may retain and act hereunder through agents, and shall not be responsible for or have any liability with respect to the acts of any such agent retained by the Escrow Agent in good faith. The Escrow Agent’s sole responsibility shall be for the safekeeping of the Escrow Fund in accordance with the terms of this Agreement. The Escrow Agent shall not be responsible for or have any duty to make any calculations under this Agreement, or to determine when any calculation required under the provisions of this Agreement should be made, how it should be made or what it should be, or to confirm or verify any such calculation.

In no event shall the Escrow Agent be liable for (a) acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document reasonably believed by the Escrow Agent to have been created by or on behalf of the Buyer or the City, (b) incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action or (c) any amount greater than the value of the Escrow Fees. The Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any order, write, judgement or decree entered by any court of competent jurisdiction.

16. Indemnification of Escrow Agent
.

W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

42600902v1
(a) The Buyer and the City, jointly and severally, shall, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (each, an “Indemnified Party”) upon demand against any and all actions, claims (whether or not valid), losses, damages, liabilities, penalties, costs and expenses of any kind or nature (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) threatened, asserted or initiated by any person or entity, including without limitation the Buyer and the City, arising from or in connection with this Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such suit, action or proceeding or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, which determination is not subject to appeal, to have been directly caused by the gross negligence or willful misconduct of such Indemnified Party.
(b) The Buyer and the City further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including without limitation reasonable attorney’s fees, incurred by such Indemnified Party in connection with the enforcement of the Buyer’s and the City’s obligations hereunder. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Buyer and the City jointly and severally.

17. USA Patriot Act. The Buyer and the City represent to Escrow Agent, each solely as to such party, that such party is not (and will not be) a person or entity with whom the Escrow Agent is restricted from doing business with under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury of the United States of America (including, those persons and entities named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons or entities. In addition, the Buyer and the City hereby agree to provide the Escrow Agent with any additional information that the Escrow Agent deems reasonably necessary from time to time in order to ensure compliance with all applicable laws concerning money laundering and similar activities. In the event the Buyer or the City violates any of the provisions of the Uniting and Strengthening America by Providing W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

42600902v1
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) and the regulations thereunder, such event will constitute a default under this Agreement and the Escrow Agent will be entitled to exercise all of the Escrow Agent’s rights and remedies at law or in equity, including resigning as escrow agent and terminating this Agreement.

18. Notices. All notices, approvals, consents, requests and other communications hereunder shall be in writing, in English, and shall be delivered (a) by personal delivery, or (b) by national overnight courier service, or (c) by certified or registered mail, return receipt requested, or (d) via email by way of a PDF attachment thereto. Notice shall be effective upon receipt except for notice via email, which shall be effective only when the recipient, by return email or notice delivered by other method provided for in this Section, acknowledges having received that email (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section). Such notices shall be sent to the applicable party or parties at the address specified below:

If to the Buyer at:

If to the City at:

City of Anaheim
200 South Anaheim Blvd, 7
th Floor
Anaheim, CA 92805
Attn: Stephen Stoewer
Email: [email protected]

If to the Escrow Agent at:

American Deposit Management Co
W220N3451 Springdale Rd
W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

42600902v1
Pewaukee, WI 53072
Attn: Elle Goetzke
Email: [email protected]

19. Miscellaneous.
(a) Binding effect; Successors. This Agreement shall be binding upon the respective parties hereto and their heirs, executors, successors or assigns. If the Escrow Agent consolidates, merges or converts into, or transfers all or substantially all of its business (including the escrow contemplated by this Agreement) to another entity, the successor or transferee entity without any further act shall be the successor Escrow Agent. (b) Amendment, Waiver and Assignment. None of the terms or conditions of this Agreement may be changed, waived, modified, discharged, terminated or varied in any manner whatsoever unless in writing duly signed by each party to this Agreement. No course of conduct shall constitute a waiver of any of the terms and conditions of this Agreement, unless such waiver is specified in writing, and then only to the extent so specified. A waiver of any of the terms and conditions of this Agreement on one occasion shall not constitute a waiver of the other terms of this Agreement, or of such terms and conditions on any other occasion. Except as otherwise expressly provided herein, this Agreement may not be assigned by any party without the written consent of the other parties.
(c) Severability. To the extent any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
(d) Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Wisconsin without giving effect to the conflict of laws principles thereof that would require the application of any other laws. (e) Consent to Jurisdiction and Venue. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts in the State of Wisconsin in connection with any matter based upon or arising out of this Agreement, waives any objection to such jurisdiction or venue and agrees not to commence any legal proceedings related hereto except in such courts.
(f) Entire Agreement. This Agreement represents the entire understanding of the parties hereto as to the escrow of funds and documents described in this Agreement, and the W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

42600902v1
Escrow Agent is only required to perform the duties expressly described in this Agreement, and no further duties are implied from this Agreement or any other written or oral agreement by and between the parties. This Agreement shall not be construed to give rise to any fiduciary obligations of the Escrow Agent.
(g) Execution in Counterparts, Facsimiles. This Agreement may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement or direction. The delivery of copies of this Agreement as a PDF attachment to an email in accordance with Section 20 shall constitute effective execution and delivery as to the Buyer and the City and may be used in lieu of originals for all purposes. (h) Tax Reporting. The Escrow Agent shall have no responsibility for the tax consequences of this Agreement. The Buyer and the City shall provide the Escrow Agent a properly completed IRS Form W-9 or Form W-8, as applicable, for each payee. If requested tax documentation is not so provided, the Escrow Agent is authorized to withhold taxes as required by the United States Internal Revenue Code and related regulations. The Buyer and the City agree that:
(i) Escrow Agent IRS Reporting. The Buyer and the City shall accurately provide the Escrow Agent with all information requested in connection with the preparation and filing with the IRS of all applicable Form 1099 and Form 1042-S documents. (ii) Withholding Requests and Indemnification. The Buyer and the City severally and not jointly agree to (i) assume all obligations imposed now or hereafter by any applicable tax law or regulation with respect to payments or performance under this Agreement, (ii) request the Escrow Agent in writing with respect to withholding and other taxes, assessments or other governmental charges, and advise the Escrow Agent in writing with respect to any certifications and governmental reporting that may be required under any applicable laws or regulations, and (iii) indemnify and hold the Escrow Agent harmless from any liability or obligation on account of taxes, assessments, additions for late payment, interest, penalties, expenses and other governmental charges that may be assessed or asserted against the Escrow Agent. Except as otherwise agreed by the Escrow Agent in writing, the Escrow Agent has no tax reporting or withholding obligation except with respect to Form 1099-B reporting on payments of gross proceeds under Internal Revenue Code Section 6045 and Form 1099 and Form 1042-S reporting with respect to investment income earned on the Escrow Fund, if any. (i) Escheat. The Buyer and the City are aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

42600902v1
applicable state. The Escrow Agent shall have no liability to the Buyer or the City, their respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the Escrow Fund escheat by operation of law.
[Signature page follows.]
W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

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IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed as of the date first written above.

BUYER:

By:_________________________________
Name:

Title: Buyer

CITY:

By:_________________________________
Name: Sergio M. Ramirez
Title: Director, Economic Development Department
City of Anaheim

AMERICAN DEPOSIT MANAGEMENT, LLC
as Escrow Agent

By:_________________________________
Name: Elle Goetzke
Title: VP, Business Development

W220 N3451 Springdale Road
Pewaukee, Wisconsin 53072
Phone (414) 961-6600
FAX (414) 961-6671
e-mail: [email protected]

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Exhibit 5A
Disbursement Instructions
________________, 20___

American Deposit Management, LLC
W220 N3451 Springdale Road
Pewaukee, WI 53072

Dear Sir/Madam:

Pursuant to Section 6a of the Escrow Agreement, we hereby notify the Escrow Agent that the closing of the project is complete, and the City of Anaheim has approved disbursement of the Escrow Fund in the amount of $______________ to the service provider listed in the disbursement request below.

$______________ Shall be disbursed to the Service Provider:

Beneficiary Bank:

Account Name:

Account Number:

Routing Number

City of Anaheim

By: ________________________________
Title: ______________________________

Anaheim City CouncilNovember 15, 2022

Anaheim City Council
November 15, 2022