Anaheim City Council
April 8, 2025

1501 W Lincoln DDA 031225F

DISPOSITION AND DEVELOPMENT AGREEMENT
(VICINITY OF 1501 W. LINCOLN AVENUE)

by and between the

CITY OF ANAHEIM

and

MANCHESTER LINCOLN LLC

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TABLE OF CONTENTS

100. DEFINITIONS. ................................................................................................................... 2 200. CONVEYANCE OF THE SITE. ........................................................................................ 6 201. Purchase and Sale. .................................................................................................. 6 202. Purchase Price. ........................................................................................................ 7 202.1 Credit for Abandoned Facilities Removal Costs. ....................................... 7 202.2 Additional Credit for Environmental Conditions; Holdback. ..................... 7 202.3 Fair Market Value. ...................................................................................... 8 202.4 Escrow Deposit. .......................................................................................... 8 202.5 Closing Payment. ........................................................................................ 9 203. Representations and Warranties. ............................................................................. 9 203.1 City’s Representations. ............................................................................... 9 203.2 Developer’s Representations. ................................................................... 10 204. Pre-Closing Activities; Condition of the Site. ...................................................... 11 204.1 Disclosure. ................................................................................................ 11 204.2 Pre-Closing Development Activities. ....................................................... 11 204.3 Developer’s Investigation of the Site. ....................................................... 11 204.4 Developer Approval or Disapproval of Condition of Site. ....................... 12 204.5 No Further Warranties As To Site; Release of City. ................................ 13 204.6 Developer Indemnity Regarding Hazardous Materials............................. 13 205. Escrow................................................................................................................... 14 205.1 Costs of Escrow. ....................................................................................... 14 205.2 Escrow Instructions. .................................................................................. 14 205.3 Authority of Escrow Agent. ...................................................................... 14 205.4 Closing. ..................................................................................................... 15 205.5 Closing Procedure. .................................................................................... 15 206. Review of Title. .................................................................................................... 16 207. Title Insurance. ..................................................................................................... 17 208. Conditions of Closing. .......................................................................................... 17 208.1 City’s Conditions of Closing. ................................................................... 17 208.2 Developer’s Conditions of Closing. .......................................................... 18 300. DEVELOPMENT OF THE SITE. .................................................................................... 20 301. Scope of Development. ......................................................................................... 20 302. Design Review Approval. ..................................................................................... 20 302.1 Basic Concept Drawings. .......................................................................... 20 302.2 Standards for Disapproval......................................................................... 20 302.3. Revisions. .................................................................................................. 21 303. Land Use Approvals. ............................................................................................ 21 303.1. Development Application for Land Use Approvals. ................................ 21 304. Grading Plans, Building Improvement Plans and Right-of-Way Construction Permit. ................................................................................................................... 22 304.1 Grading Plans and Building Improvement Plans Approvals. ................... 22 304.2 Right-of-Way Construction Permit Approval. .......................................... 22 305. Consultation and Coordination. ............................................................................ 23 306. Defects in Plans..................................................................................................... 23

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307. Use of Architectural Plans. ................................................................................... 23 308. Permits. ................................................................................................................. 23 309. Schedule of Performance. ..................................................................................... 24 310. Cost of Construction. ............................................................................................ 24 311. Insurance Requirements. ....................................................................................... 24 312. Indemnifications. .................................................................................................. 25 312.1 Developer’s Indemnity.............................................................................. 25 312.2 City’s Indemnity. ...................................................................................... 25 312.3 Survival of Indemnities. ............................................................................ 26 313. Rights of Access. .................................................................................................. 26 314. Compliance With Laws......................................................................................... 26 314.1 Nondiscrimination in Employment. .......................................................... 26 314.2 Mechanics Liens and Stop Notices. .......................................................... 27 315. Financing of Developer Improvements. ............................................................... 27 315.1 Confirmation of Financing. ....................................................................... 27 315.2 No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease- Back Development. ................................................................................... 27 315.3 Holder Not Obligated to Construct Improvements. ................................. 27 315.4 Notice of Default to Mortgagee or Deed of Trust Holder; Right to Cure. 28 315.5 Failure of Holder to Complete Improvements. ......................................... 29 315.6 Right of City to Cure Mortgage or Deed of Trust Default. ...................... 30 316. Release of Construction Covenants. ..................................................................... 30 317. Taxes and Assessments. ....................................................................................... 30 400. COVENANTS AND RESTRICTIONS. .......................................................................... 30 401. Covenant to Use in Accordance with City Municipal Code and this Agreement. 30 402. Covenant Regarding Specific Uses. ...................................................................... 31 403. Covenant Regarding Maintenance. ....................................................................... 31 404. Job Training Covenant. ......................................................................................... 32 405. Covenants Regarding Nondiscrimination. ............................................................ 32 406. Effect of Violation of the Terms and Provisions of this Agreement. ................... 33 407. City Covenant to Notify Developer of Availability of City-Owned Land. .......... 34 408. DEFAULTS AND REMEDIES. .......................................................................... 34 409. Institution of Legal Actions. ................................................................................. 34 410. Termination. .......................................................................................................... 34 410.1. Termination by Developer Prior to Conveyance. ..................................... 34 410.2. Termination by City Prior to the Conveyance. ..................................................... 34 411. Reentry and Revesting of Title to Site After Closing and Prior to Issuance of Release of Construction Covenants. ..................................................................... 35 412. Acceptance of Service of Process. ........................................................................ 37 413. Rights and Remedies Are Cumulative. ................................................................. 37 414. Inaction Not a Waiver of Default.......................................................................... 37 415. Applicable Law. .................................................................................................... 37 500. GENERAL PROVISIONS. .............................................................................................. 37 501. Notices, Demands and Communications Between the Parties. ............................ 37 502. Enforced Delay; Extension of Times of Performance. ......................................... 38 503. Transfers of Interest in the Site or Agreement. ..................................................... 38

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503.1 Prohibition................................................................................................. 38 503.2 Permitted Transfers or Other Conveyances. ............................................. 39 503.3 Successors and Assigns............................................................................. 40 504. Non-Liability of Official and Employees of City to Developer. .......................... 40 505. Non-Liability of Members or Employees. ............................................................ 40 506. Relationship Between City and Developer. .......................................................... 40 507. No Violation of Statutes Relating to Direct Assistance. ....................................... 40 508. City Approvals and Actions. ................................................................................. 40 509. Integration. ............................................................................................................ 41 510. Real Estate Brokerage Commission...................................................................... 41 511. Attorneys’ Fees. .................................................................................................... 41 512. Titles and Captions. .............................................................................................. 41 513. Interpretation. ........................................................................................................ 41 514. No Waiver. ............................................................................................................ 41 515. Modifications. ....................................................................................................... 42 516. Severability. .......................................................................................................... 42 517. Computation of Time. ........................................................................................... 42 518. Legal Advice. ........................................................................................................ 42 519. Time of Essence. ................................................................................................... 42 520. Cooperation. .......................................................................................................... 42 521. Prohibited Interest; Conflicts of Interest. .............................................................. 42 522. Time for Acceptance of Agreement by City. ........................................................ 43 523. Estoppel Certificate. .............................................................................................. 43 524. Additional Disclosures. ......................................................................................... 43

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LIST OF ATTACHMENTS
ATTACHMENT NO. 1 Legal Description
ATTACHMENT NO. 2 Site Map
ATTACHMENT NO. 3 Basic Concept Drawings
ATTACHMENT NO. 4 Form of Grant Deed
ATTACHMENT NO. 5 Schedule of Performance
ATTACHMENT NO. 6 Scope of Development
ATTACHMENT NO. 7 Right of Entry Agreement
ATTACHMENT NO. 8 List of Environmental Documents
ATTACHMENT NO. 9 Release of Construction Covenants
ATTACHMENT NO. 10 Affordable Housing Restriction

1 DISPOSITION AND DEVELOPMENT AGREEMENT
(VICINITY OF 1501 W. LINCOLN AVENUE)
This DISPOSITION AND DEVELOPMENT AGREEMENT ( VICINITY OF 1501 W. LINCOLN AVENUE) (this “Agreement”), dated for identification purposes as of April 8, 2025 (the “Date of Agreement”), by and between the CITY OF ANAHEIM, a California municipal corporation and charter city (“City”) and MANCHESTER LINCOLN LLC , a Delaware limited liability company (“Developer” and with City the “Parties” and each a “Party”).

RECITALS
A. City is authorized and empowered by its c harter, to enter into agreements for the acquisition, disposition and development of real property.

B. City is the owner of a project site (hereinafter the “Site”) located generally at 1501- 1563 W. Lincoln Avenue and 255 N. Manchester Avenue, in the City of Anaheim, California, and such other adjacent real property within the abandoned right -of-way commonly known as Manchester Avenue as described in that certain Quitclaim Deed recorded in the Official Records of Orange County as Instrument No. 2024000286371. The Site is furthe r identified to include Assessor Parcel Numbers 034- 070-48, -77, -79, -80, -83, -84, -85. The Site is described in the Legal Description, attached hereto as Attachment No. 1 and shown on the Site Map attached hereto as Attachment No. 2.

C. On April 12, 2022, the City Council adopted Resolution No. 2022- 031 declaring the Site to be “surplus” properties pursuant to California Government Code Section 54221(b)(1).

D. After completion of those procedures, the California Department of Housing and Community Development (HCD) determined, by letter dated September 15, 2022 that the City had met all the requirements under the California Surplus Land Act , Government Code Sections 54220-54234 (“Surplus Land Act”), for the purposes of disposing of the Site and that the “City is permitted to proceed with the sale or lease of the property.” E. Developer proposes to develop an automotive dealership facility in accordance with the Land Use Approvals and the Scope of Development (the “Project”).

F. Porsche Cars North America (“Porsche”) desires to establish a new point of sale, full-service dealership in Orange County and has confirmed to the Parties that the Site is suitable for that purpose.

G. By this Agreement, the Parties intend to provide for, among other things, the conveyance of the Site to Developer and for Developer to construct the Project on the Site in accordance with all covenants, conditions, restrictions and declarations set forth herein.

2 NOW, THEREFORE, the City and Developer hereby agree as follows:
100. DEFINITIONS.
“Abandoned Facilities” is defined in Section 202.1 hereof. “Abandoned Facilities Removal” is defined in Section 202.1 hereof. “Affordable Housing Restriction” means the Affordable Housing Restriction Regarding Future Residential Development (California Government Code Section 54233), if any, in the form attached hereto as Attachment 10.
“Agreement” means this Disposition and Development Agreement between the City and the Developer.
“Basic Concept Drawings” means the plans and drawings attached hereto as Attachment No. 3.
“Building Improvements ” means the buildings and appurtenant improvements constructed pursuant to the Building Improvement Plans that will comprise the Project. “Building Improvement Plans” are the drawings to be submitted in connection with the issuance of Building Permits for the construction of the Building Improvements as set forth in Section 304.1.
“Building Permits ” means the building permits for the construction of the Building Improvements issued by the City following review and approval of the Building Improvement Plans.
“City” means the City of Anaheim, a California municipal corporation and charter city. “City Indemnitees ” means the City and the Successor Agency, as well as the elected officials, officers, employees, lawyers, agents, representatives, and consultants of each. “City’s Conditions Precedent ” means the conditions precedent to the Closing for the benefit of the City, as set forth in Section 208.1 hereof. “City’s Remedial Work Expenditure Cap ” means Two Hundred Thousand Dollars ($200,000).
“Closing” or “Close of Escrow ” means the close of Escrow as set forth in Section 205.4 hereof.
“Closing Date” means the date of the Closing as set forth in Section 205.4 hereof. “Closing Payment” is defined in Section 202.3 hereof.
“Completion of Construction ” means, with respect to the Project, the completion of construction of the Developer Improvements as evidenced by a final Certificate of Occupancy

3 issued by the City, as well as certification by the Project architect and the City Manager that the Developer Improvements have been substantially completed. “Condition of Title” is defined in Section 206 hereof.
“Conditions Precedent ” means the City’s Conditions Precedent and the Developer’s Conditions Precedent for the Conveyance.
“Construction and Traffic Control Plans ” are the plans to be submitted in connection with the issuance of a Right -of-Way Construction Permit for construction within the public right of way as set forth in Section 304.2 hereof.
“Construction Financing” means the debt and equity necessary to construct the Project including the documents evidencing same.
“Convey” or “Conveyance” means the conveyance of the Site by the City to the Developer by Grant Deed.
“Date of Agreement” is defined in the first paragraph hereof. “Default” means the failure of a party hereto to perform any action or covenant required by this Agreement within the time periods provided herein following notice and opportunity to cure, as set forth in Section 408 hereof.
“Design Development Drawings” mean those plans and drawings as set forth in Section 302 to be submitted to the Economic Development Department for approval as part of the process of the Design Review Approvals.
“Design Review Approval” is defined in Section 302.
“Developer” means Manchester Lincoln LLC a Delaware limited liability company or its assignee subject to Section 503 hereof.
“Developer Improvements” mean the improvements to be constructed by the Developer upon the Site, all as more particularly described in the Scope of Development. “Developer Indemnitees ” means the Developer, as well as its members, managers , employees, lawyers, agents, representatives, and consultants. “Developer’s Conditions Precedent” means the conditions precedent to the Closing for the benefit of the Developer, as set forth in Section 208.2 hereof. “Developer’s Due Diligence Period” means the period ending seventy-five (75) days after the Effective Date.
“Developer’s Notice to Proceed” means the Notice given by Developer to City, in accordance with Section 204.4(c) of this Agreement, that Developer intends to proceed with the Closing after conducting Developer’s Due Diligence.

4 “Developer’s Notice to Terminate” means the Notice given by Developer to City, in accordance with Section 204.4(c) of this Agreement, that Developer intends to terminate Escrow and this Agreement after conducting Developer’s Due Diligence. “Developer’s Remedial Work Estimate” is defined in Section 202.1(a) hereof. “Developer’s Remediation Proposal” is defined in Section 202.1(a) hereof. “Director” means the Director of the Economic Development Department of the City or designee who shall represent the City in all matters pertaining to this Agreement. Whenever a reference is made herein to an action or approval to be undertaken by the City, the Director is authorized to act unless this Agreement specifically provides otherwise or the context should otherwise require.
“Effective Date” means the date upon which this Agreement shall have been signed by the City.
“Escrow” is defined in Section 205 hereof.
“Escrow Agent” is defined in Section 205 hereof.
“Escrow Deposit” means an amount equal to one percent (1%) of the Purchase Price, such deposit to be delivered to the Escrow Agent within ten (10) days of the Effective Date. The Escrow Deposit shall be nonrefundable except as set forth in Section 202.4. The Escrow Deposit shall be applied to the Purchase Price at Closing.
“Exceptions” is defined in Section 206 hereof.
“Extraordinary Costs Credit” is defined in Section 202.1 hereof. “Grading Permits” means the grading permits for the Project issued by the City following review and approval Grading Plans.
“Grading Plans ” means the plans submitted in connection with the request to issue Grading Permits, as set forth in Section 304.1 hereof.
“Grant Deed” means the grant deed to be used for the Conveyance of the Site, in the form of Attachment No. 4.
“Hazardous Materials” means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter

6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a “hazardous material,” “hazardous subs tance,” or “hazardous waste” under Section 25501 of the California

5 Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum and breakdown and derivative products thereof, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) methyl tertiary butyl ether, (ix) listed under Article 9 or defined as “hazardous” or “extremely hazardous” purs uant to Chapter 11 of Title 22, Division 4.5 of the California Code of Regulations, (x) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (xi) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903), (xii) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C. §9601).
“Holdback Funds” is defined in Section 202.2(b) hereof. “Land Use Approvals” is defined in Section 303 hereof.
“Legal Description ” means the legal description of the Site separately shown on Attachment No. 1.
“List of Environmental Documents ” means the List of Environmental Documents attached hereto as Attachment No. 8.
“Maintenance Standards” means the covenant to maintain the Site as set forth in Section 403 hereof.
“Notice” shall mean a notice in the form prescribed by Section 501 hereof. “Outside Closing Date” means the date when all Grading Permits , Building Permits and Right-of-Way Construction Permit for the Project are received by the Developer, provided that such date does not occur after October 15, 2026.
“Permitted Transfer” is defined in Section 503.2 hereof. “Preliminary Evidence of Financing ” means, to the extent that Developer intends to utilize debt financing, a preliminary commitment letter from a financial institution which has adequate financial resources, in the reasonable determination of the City, and is in the business of providing construction financing for the Project, and which includes: (i) a term sheet or letter of interest, and (ii) the statement by the prospective lender that such lender has reviewed the Developer’s preliminary loan information and has issued a preliminary letter of intere st or term sheet to provide Construction Financing for the Project. “Project” means the development of the Site in accordance with the Scope of Development and the Land Use Approvals.
“Purchase Price” is defined in Section 202 hereof.

6 “Related Entity” means an entity in which a majority ownership interest is held by the Developer.
“Release of Construction Covenants” means the document which evidences Developer’s Completion of Construction of the entire Project, as set forth in Section 316 hereof, in the form of Attachment No. 9.
“Remedial Work” means such work necessary to remediate the presence of Hazardous Material on the Site, if any, in order to assure the suitability of the Site for the development and operation of the Project and shall be performed to standards in accordance with applicable law. “Report” means the preliminary title report, as described in Section 206 hereof. “Right of Entry Agreement” means that certain right of entry agreement attached hereto as Attachment No. 7 which describes the terms under which the Developer may enter the Site prior to the Closing.
“Schedule of Performance” means the Schedule of Performance attached hereto as Attachment No. 5, setting out the dates and/or time periods by which the Closing occurs and by which certain obligations with respect to the development of the Project must be accomplished.

The Schedule of Performance is subject to Section 502 and revision from time to time as mutually agreed upon in writing between the Developer and the Director, and the Director is authorized to make such revisions as the Director deems reasonably necessary. “Scope of Development” means the Scope of Development attached hereto as Attachment No. 6, which describes the scope and quality of development of the Project. “Site” is defined in Recital B. The Site is shown on the Site Map and described in the Legal Description.
“Site Map” is attached hereto as Attachment No. 2.
“Successor Agency” means the City of Anaheim, as Successor Agency to the Anaheim Redevelopment Agency, a public body, corporate and politic. “Surplus Land Act” is defined in Recital D.
“Title Company” means Chicago Title Insurance Company.
“Title Policy” or “Title Policies” is defined in Section 207 hereof. “Transfer” is defined in Section 503.1 hereof.
200. CONVEYANCE OF THE SITE.
201. Purchase and Sale. Subject to all of the terms and conditions set forth in this Agreement, City agrees to convey to Developer, and Developer agrees to acquire from City, all of City’s right, title and interest in and to the Site, together with all rights, privileges, tenements,

7 hereditaments, rights-of-way, easements and appurtenances thereto, if any (the “Conveyance”).

City has determined that, based on the conditions imposed on the Developer with respect to the construction of the Developer Improvements, and the operation of the Project, and the maintenance of the Site, the fair market value of the Site equals the Purchase Price; accordingly, the consideration for the Conveyance shall be Developer’s payment of the Purchase Price, plus Developer’s agreement to perform the construction of the Project, and be bound by the covenants and restrictions set forth herein. City shall convey all of City’s interest in the Site to Developer by Grant Deed subject to the rights reserved therein. The Site, and each legal parcel therein, shall be delivered in an “as is” condition.
202. Purchase Price. The Purchase Price for the Site shall be Ten Million Four Hundred Thousand Dollars ($10,400,000), adjusted at the Close of Escrow for the following:
202.1 Credit for Abandoned Facilities Removal Costs. A portion of the Site includes a vacated public right of way commonly known as “Manchester Avenue ” in which, despite the vacation, certain utility improvements and an abandoned jet fuel line remain in place (the “Abandoned Facilities”). Due to the unusual circumstance of having a previously vacated street transect the middle of the Site, the City cann ot deliver a developable site to the Developer without either: (i) removing the Abandoned Faci lities prior to the Closing; or ( ii) providing the Developer with a credit for the extraordinary costs that w ill be incurred by the Developer for removing the Abandoned Facilities (the “Abandoned Facilities Removal”).

The Parties have determined that efficient construction practices would provide for the Abandoned Facilities Removal during the course of future construction rather than separate removal by the City before the Closing. The City has determined that the Abandoned Facilities Removal costs, consisting of the Manchester sewer line relocation, Manchester storm drain line abandonment, Manchester water main relocation, Caltrans electrical service line relocation, and jet fuel line relocation will equal One Million Two Hundred Thirty One Thousand and Six Hundred and Fifty Dollar s ($1,231,650) (the “Extraordinary Cost s Credit”), which shall be applied as a credit to the Purchase Price at Closing.
202.2 Additional Credit for Environmental Conditions; Holdback. (a) Discovery of Hazardous Materials During Phase 2 Investigation. In the event that Developer’s Environmental Consultant, after conducting a Phase 2 investigation made pursuant to Section 204.3 of this Agreement, recommends Remedial Work related to the discovery of Hazardous Materials, Developer may propose (the “Developer ’s Remediation Proposal”) that Developer perform, or have performed, the Remedial Work by written Notice to the City accompanied by an estimate of the cost of performing the Remedial Work (“Developer’s Remedial Work Estimate”). The Executive Director shall review the Phase 2 report and Developer’s Remediation Proposal and approve the Developer’s Remediation Proposal , such approval not to be unreasonably withheld. So long as Developer’s Remedial Work Estimate is equal to or less than City’s Remedial Work Expenditure Cap and the Director has approved the Developer’s Remediation Proposal as provided herein, the Developer may proceed with performing the Remedial Work and receive a credit against the Purchase Price at Closi ng in the amount of the approved costs.

8 If Developer's Remedial Work Estimate is greater than City ’s Remedial Work Expenditure Cap, the Parties shall promptly meet and confer for the purpose of discussing the financial responsibility of the Developer’s Remedial Work Estimate in excess of the City's Remedial Work Expenditure Cap. In the event that the meet and confer process results in a recommendation by the Director to increase the amount of the City ’s Remedial Work Expenditure Cap, such recommendation shall be presented to the City Council for review and consideration, which review and consideration is in the City Council’s sole and absolute discretion. (b) Discovery of Hazardous Materials Following Closing; Holdback. In the event that any portion of the City’s Remedial Work Expenditure Cap has not been allocated to reduce the Purchase Price as provided in subpart (a) above, at the Closing, an amount equal to such unallocated balance (the “Holdback Funds”) shall be retained in Escrow by Escrow Agent . If, during the course of the Abandoned Facilities Removal, Hazardous Materials are discovered (and remediation of such Hazardous Materials remediation has not be en previously addressed in a Developer’s Remedial Work Estimate as provided in subpart (a) above), the Holdback Funds shall be applied to costs reasonably incurred by the Developer with respect to such post-Close Remedial Work. The Parties shall execute any additional escrow instructions consistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Funds. Escrow Agent’s fees and costs for holding and disbursing the Holdback Funds shall be shared equally by City and Developer. Upon completion of Abandoned Facilities Removal, any remaining Holdback Funds shall be returned to the City.
(c) In event that Hazardous Materials are discovered as provided in this Section 202, the times of performance set forth in the Schedule of Performance (Attachment No. 5 herein) are to be extended as may be reasonably necessary to accommodate the Remedial Work and shall be evidenced by mutual written agreement of the Director and Developer . Nothing in this Section 202.2 is intended to abrogate Developer’s right to terminate Escrow and this Agreement after conducting Developer’s Due Diligence as provided by Section 204.4 (c).

Additionally, nothing in this Section 202.2 is intended to obligate the City to provide additional funds for remediation in addition to the City’s Remedial Work Expenditure Cap or to otherwise abrogate the City’s rights under Section 204.5.
202.3 Fair Market Value. The City has prepared a Government Code Section 52201 Summary Report supporting the sale of the Site for the Purchase Price. The City and the Developer agree that the Purchase Price for the Site represents the fair market value of the Site at its highest and best use.
202.4 Escrow Deposit. Within ten (10) days after the Effective Date, the Parties shall open an Escrow (as defined below) with Escrow Agent by depositing a fully executed copy of this Agreement and Developer shall deliver to Escrow Agent, by wire transfer of immediately available funds, the Escrow Deposit. The Escrow Deposit together with all interest earned thereon while being held by Escrow Agent shall collectively be referred to herein as the “Escrow Deposit.” The Escrow Deposit shall be non-refundable to the Developer, except as expressly stated herein to the contrary, including without limitation upon the delivery of Developer’s Notice to Terminate or under certain terminations of this Agreement as stated in Section 410 hereof. The Escrow Deposit shall be applied against the Purchase Price at Closing. Notwithstanding anything herein to the contrary, the Parties acknowledge that Two Hundred Dollars ($200) of the Escrow Deposit shall

9 be retained by the City as independent consideration for the City entering into this Agreement and the rights and privileges extended to Developer as provided herein. 202.5 Closing Payment. The Purchase Price as adjusted by the Escrow Deposit, the Extraordinary Costs Credit and the Holdback Funds (if any), and by the prorations and credits specified herein (including but not limited to Section 205.1), shall be paid by wire transfer of immediately available federal funds through the Escrow as of the Closing (the amount to be paid under this Section being herein called the “Closing Payment”). 203. Representations and Warranties.
203.1 City’s Representations. City represents and warrants to Developer as follows:
(a) Authority. City is a California municipal corporation and charter city. The execution, performance and delivery of this Agreement by City have been fully authorized by all requisite actions on the part of City. (b) No Conflict . To the best of City’s knowledge, City’s execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound. (c) No City Bankruptcy. City is not the subject of a bankruptcy proceeding.
(d) Leases and Other Interests. To the best of City’s knowledge, there are no tenants or other persons who have a lawful interest in the Site other than the City, other than as provided in the exceptions in the title report.
(e) Title. As of the Date of Agreement, City holds fee title to all parcels that comprise the Site.
(f) Litigation. To the best of City’s knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Site or any portion thereof, at law or in equity before any court or governmental agency, domestic or foreign. (g) Governmental Compliance. To the best of City’s knowledge, City has not materially violated any state, federal or local law, ordinance, rule, regulation or requirement related to the Site and has not received any notice from any governmental agency or authority alleging that the Site is currently in violation of any law, ordinance, rule, regulation or requirement applicable to its use and operation. If any such notice or notices are received by City following the Effective Date of this Agreement, City shall promptly notify Developer. (h) Disclosure. (i) There are no reports in respect of the Site in the possession or control of the City that have not been disclosed to the Developer and (ii) all of the materials delivered or made available to the Developer by, or on the City’s behalf, are complete originals or true copies and have not been amended in any manner except as disclosed to the

10 Developer and represent the totality of the Site-related documents in the possession and/or control of the City.
(i) No Options. No Person (other than the Developer pursuant to this Agreement) has any agreement, option, understanding or commitment, or has been granted any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment with any person for the purchase of the Site, or any rights or interest therein. (j) To the best knowledge of the City, there are no unrecorded agreements affecting title to the Site.

Until the Closing, City shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section not to be true, immediately give written notice of such fact or condition to Developer and shall certify to Developer at Closing to the accuracy of such warranties and representations.
203.2 Developer’s Representations. Developer represents and warrants to City as follows:
(a) Authority. Developer is a duly organized limited liability company formed within the State of Delaware and in good standing under the laws of the State of California. Upon request by City, Developer shall deliver to City true and complete copies of the original documents evidencing the organization of Developer, as amended to the Date of this Agreement. D eveloper has full right, power and lawful authority to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by Developer has been fully authorized by all requisite actions on the part of Developer.
(b) OFAC. Developer is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other executive orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”), and neither Developer, nor any beneficial owner of Developer, is (i) listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”), (ii) a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders, or (iii) ow ned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. In the event Developer obtains actual knowledge that D eveloper or any of its beneficial owners becomes listed on the Lists, then (A) Developer shall immediately notify City in writing, and (B) Developer shall immediately remove such party from any interest in Developer or City may, without limitation of its o ther remedies permitted hereunder, terminate this Agreement and be entitled to so much of the Escrow Deposit necessary to reimburse City for any and all costs incurred by City in connection with this Agreement, which amount Escrow Agent shall release to City upon demand therefor without the need for further instructions.

11 (c) No Tax Credits. Developer agrees that during the term of this Agreement and after the Closing, Developer will receive no reimbursement for property, sales or transit occupancy taxes received by City unless otherwise agreed to by City. (d) No Conflict. To the best of Developer’s knowledge, Developer’s execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Developer is a party or by which it i s bound.
(e) No Developer Bankruptcy. Developer is not the subject of a bankruptcy proceeding.
(f) No Financial Assistance from City. Developer agrees that the City shall not provide any form of financial assistance to the Developer.

Until the Closing, Developer shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section not to be true, immediately give written notice of such fact or condition to City and shall certify to City at Closing to the accuracy of such warranties and representations.
204. Pre-Closing Development Activities; Condition of the Site. 204.1 Disclosure. Within ten (10) days of the Effective Date, City shall deliver to Developer copies of the existing environmental reports set forth in the List of Environmental Documents in Attachment 8 . Other than as may be set forth in the List of Environmental Documents as set forth herein, City hereby represents and warrants to Developer that City has not received any prior written notice or communication from any government agencies having jurisdiction over the Site, notifying City or any third party of, and City ha s no actual knowledge of, the presence of surface or subsurface zone Hazardous Materials in, on, or under the Site, or any portion thereof. In addition to the foregoing, City shall provide information to the Developer relating to the City design standards, zoning requirements for operation of a dealership, and application forms related to the development of the Site in order to support Developer’s due diligence review.
204.2 Pre-Closing Development Activities. Developer shall have the right to enter the Site upon reasonable Notice to City for the purpose of performing Pre -Closing Development Activities. All Pre -Closing Development Activities conducted on the Site by Developer shall be done at the sole expense of Developer and only after (i) Developer has secured any necessary permits from the appropriate governmental agencies and (ii) Developer has delivered to City a copy of the Right of Entry Agreement fully executed and acknowledged by Developer and satisfi ed the conditions precedent to Developer’s entry onto the Site set forth therein.
204.3 Developer’s Investigation of the Site. Representatives of Developer shall have the right to access the Site during regular business hours and upon reasonable Notice to City for the purpose of obtaining data and conducting surveys and tests necessary to reasonably assess the suitability of the Site for the Project. Any surveys and tests conducted on the Site by Developer’s representatives shall be done at the sole expense of Developer and only after (i)

12 Developer has secured any necessary permits from the appropriate governmental agencies and (ii) Developer has delivered to City a copy of the Right of Entry Agreement fully executed and acknowledged by Developer and satisfied the conditions precedent to De veloper’s entry onto the Site set forth therein.
(a) Soils and Engineering Assessment. Developer or its assignee shall have the right, at its sole cost and expense, to engage its own consultants (“Developer’s Soils and Engineering Consultants”) to conduct a physical assessment and make such investigations as Developer deems necessary, including having prepared any “Soils Reports” and/or “Engineering Reports” of the Site, and City shall promptly be provided a copy of all reports and test results provided by Developer’s consultants (“Developer’s Soils and Engineering Reports”). (b) Environmental Assessment. In addition to conducting a physical assessment of the Site, Developer or its assignee shall have the right, at its sole cost and expense, to engage its own environmental consultant (“Developer’s Environmental Consultant”) to conduct an environmental assessment and make such investigations as Developer deems necessary, including any “Phase 1” and/or “Phase 2” investigations of the Site, and City shall promptly be provided a copy of all reports and test results provided by Developer’s Environmental Consultant (“Developer’s Environmental Reports”).
204.4 Developer Approval or Disapproval of Condition of Site. (a) Physical Condition of Site. Developer shall approve or disapprove of the physical condition of the Site within Developer’s Due Diligence Period. Developer’s approval of the physical condition of the Site shall be both a City’s and a Developer’s Condition Precedent to the Closing. If Developer, based upon Developer’s Soils and Engineering Reports, disapproves of the physical condition of the Site, then Developer may, in Developer’s sole discretion, terminate the Escrow and this Agreement by written Notice to City. (b) Environmental Condition of Site. In addition, Developer shall approve or disapprove of the environmental condition of the Site within Developer’s Due Diligence Period. Developer’s approval of the environmental condition of the Site shall be both a City’s and a Developer’s Condition Precedent to the Closing. If Developer disapproves of the environmental condition of the Site, then Developer may terminate the Escrow and this Agreement by written Notice to City.
(c) Notice to Proceed or Terminate. Prior to termination of the Developer’s Due Diligence Period, Developer shall deliver to City and Escrow Agent either (i) Notice of Developer’s intention to proceed with the acquisition of the Site (“Developer’s Notice to P roceed”), or (ii) Notice of Developer’s intention to terminate Escrow and this Agreement (“Developer’s Notice to Terminate”).

In the event that Developer delivers Developer’s Notice to Terminate, the Escrow and this Agreement shall terminate and Developer shall be entitled to the return of its Deposit less the independent consideration (that is, $200) and its share of payment of any Escrow Agent fees charged to the Parties as specified herein.

13 204.5 No Further Warranties As To Site; Release of City Except as otherwise provided herein, the physical and environmental condition, possession or title of the Site is and shall be delivered from City to Developer in an “as -is” condition, with no warranty expressed or implied by City, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of any portion of the Site for the development purposes intended hereunder. To the extent authorized by contract or law, City shall assign to Developer all warranties and guaranties with respect to the environmental condition of the Site, if any, that City has received from prior owners of the Site.

Except for the covenants, representations and warranties set forth herein, Developer hereby waives, releases and discharges forever City, and its employees, officers, agents and representatives, from all present and future claims, demands, suits, legal and administrative proceedings and from all liability for damages, losses, costs, liabilities, fees and expenses, present and future, arising out of or in any way connected with City’s or Developer’s use, maintenance, ownership or operation of the Site, any H azardous Materials on such parcels, or the existence of Hazardous Materials contamination in any state on the Site, however they came to be placed there, except those arising out of the negligence or misconduct of City or its employees, officers, agents or representatives.

Developer acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.”
As such relates to this Section, Developer hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code.

DEVELOPER’S INITIALS: _____________
204.6 Developer Indemnity Regarding Hazardous Materials. Upon the Closing, Developer agrees to indemnify, defend and hold City and Successor Agency, and their officers, employees, agents, representatives and volunteers harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys’ fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Site which occurs or arises after the Closing, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Site which occurs or arises after the Closing, except those arising out of the negligence or misconduct of City, Successor Agency, or their employees, officers, agents

14 or representatives. This indemnity shall include, without limitation, any damage, liability, fine, penalty, and/or parallel indemnity after closing cost or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or other ad verse effect on the environment. At the request of Developer, City and Successor Agency shall cooperate with and assist Developer in its defense of any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense; provided that City shall not be obligated to incur any expense in connection with such cooperation or assistance. This indemnity shall survive the termination, expiration, invalidation or performance in full or in part of this Agreement, and, without limiting the foregoing, shall survive the Closing.
205. Escrow. City shall open escrow (“Escrow”) with Chicago Title Insurance Company, Escrow Agent to be identified ( primary contact: Kenneth Chio, Assistant Vice President) or another escrow holder mutually satisfactory to both Parties (the “Escrow Agent”), by depositing one (1) fully executed copy of this Agreement with Escrow Agent. 205.1 Costs of Escrow. City and Developer shall pay their respective portions of the premium for the Title Policy as set forth in Section 207 hereof, City shall pay for the documentary transfer taxes, if any, due with respect to the Conveyance, and Developer and City each agree to pay one-half of all other usual fees, charges, and costs which arise from Escrow with respect to the Conveyance.
205.2 Escrow Instructions . This Agreement constitutes the joint escrow instructions of Developer and City, and the Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. All funds received in the Escrow shall be deposited in a federally insured interest-bearing general escrow account(s) and may be transferred to any other such federally insured interest -bearing escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check or wire transfer from such account.

The Parties agree to execute such other and further documents as may be reasonably necessary, helpful or appropriate to effectuate the provisions of this Agreement. The Closing shall take place within the time period set forth in Section 205.4 below after the Conditions Precedent as set forth in Section 208 have been satisfied or waived in writing. 205.3 Authority of Escrow Agent . When the Conditions Precedent have been fulfilled or waived in writing by the Party for whose benefit such conditions are imposed, Escrow Agent is authorized to, and shall, with respect to the Closing:
(a) Pay and charge Developer and City for their respective shares of the premium of the Title Policy and any endorsements thereto as set forth in Section 207. (b) Pay and charge Developer and City for their respective shares of any escrow fees, charges, and costs payable under Section 205.1 of this Agreement.

15 (c) Record in the following order of priority: the Grant Deed; the Affordable Housing Restriction; and all deeds of trust and other security documents required by the lender providing the debt portion of the Construction Financing (if any) with instructions for the Recorder of Orange County, California to deliver conforming copies to the Parties. (d) Upon written confirmation that the Grant Deed conveying the Site to Developer has recorded in the Official Records of Orange County, California Recorder’s Office, disburse funds as required under this Agreement. (e) Do such other actions as necessary to fulfill its obligations under this Agreement.
(f) Direct City to execute and deliver any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of FIRPTA and any similar state act and regulation promulgated thereunder. City agrees to execute a Certificate of Non -Foreign Status by individual transferor and/or a Certification of Compliance with Real Estate Reporting Requirement of the 1986 Tax Reform Act and comparable forms respecting the State of California as may be required by Escrow Agent, on forms to be supplied by Escrow Agent.
(g) Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-S form, and be responsible for withholding taxes, if any such forms are provided for or required by law.
205.4 Closing. The “Closing” or “Close of Escrow” shall occur not later than ten (10) days after the satisfaction of the Conditions Precedent, subject to extension under Section 502, or such later date as may be mutually agreed upon by City and Developer in writing; provided however that in no event shall the Closing occur later than the Outside Closing Date. The Closing or Close of Escrow shall mean the time and day that the Grant Deed i s recorded in the official records of the Orange County Recorder. The “Closing Date” shall mean the day on which the Closing occurs.
205.5 Closing Procedure. Escrow Agent shall cause the Close of Escrow for the Site as follows:
(a) Record in order (i) the Grant Deed; (ii) the Affordable Housing Restriction; (iii) all deeds of trust and other security documents required by Developer’s lender providing the debt portion of the Construction Financing (if any), with instructions for the Recorder of Orange County, California to deliver conforming copies to the Parties; (b) Instruct the Title Company to forthwith deliver the Title Policy to Developer with a copy to City;
(c) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements;

16 (d) Deliver the FIRPTA Certificate and other certificate(s) and statement(s) described in Section 205.3, if any, to Developer; (e) Upon written confirmation that Grant Deed conveying the Site to Developer has recorded in the Official Records of Orange County, California Recorder’s Office, disburse any funds and documents as may be held in Escrow following the Closing to the Party entitled thereto, taking into account the Holdback Funds required to remain with the Escrow Agent in accordance with Section 202.2; and
(f) Deliver to both Developer and City a separate accounting of all funds received and disbursed for each Party and conformed copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon.
206. Review of Title . Within fifteen days of the opening of Escrow, City shall cause Title Company or another title company mutually acceptable to the Parties to deliver to Developer a standard preliminary title report with respect to the Site (the “Report”), together with leg ible copies of the documents underlying the exceptions (“Exceptions”) set forth in the Report.

Developer shall have the right to approve or disapprove the Exceptions for the Site in its sole discretion; provided, however, that Developer hereby approves the following Exceptions:
(a) The lien of any property taxes and assessments not yet due and payable (to be prorated at close of Escrow);
(b) The sewer line, storm drain line, water main and the capped and abandoned jet fuel line within the abandoned Manchester Avenue right of way; (c) Existing electrical facilities within the Site, including the Caltrans electrical service line;
(d) The provisions of the Grant Deed; and
(e) The Affordable Housing Restriction.

Developer shall have forty-five (45) days from the Effective Date to give written notice to City and Escrow Agent of Developer’s approval or disapproval of any of such Exceptions.

Developer shall have right to obtain, at its expense, an ALTA survey of the Site and to approve or disapprove the survey and all Exceptions to title shown on the survey. Developer’s failure to give written approval of the Report within such time limit shall be deemed disapproval of the Report. If Developer notifies City of its disapproval of any Exceptions in the Report, City shall have thirty (30) days from the receipt of written notice of disapproval by Developer to determine whether or not it will undertake the removal of any disapproved Exceptions. If City elects to remove such Exceptions, it shall diligently proceed to effect the removal of such Exceptions. If City cannot or does not elect to remove any of the disapproved Exceptions within that period, Developer shall have thirty (30) days after the expiration of such thirty (30) day period to either give City written notice that Developer elects to proceed with the purchase of the Site subject to the disapproved Exceptions or to give City written notice that Developer elects to terminate this Agreement. The Exceptions to title approved by Developer as provided herein shall

17 hereinafter be referred to as the “Condition of Title.” Developer shall have the right to approve or disapprove any additional and previously unreported Exceptions reported by the Title Company after Developer has approved the Condition of Title for the Site (which are not created by Developer). City shall not voluntarily create any new exceptions to title following the Date of Agreement. Notwithstanding anything to the contrary contained in this Agreement and regardless of whether Developer provides a noti ce of approval or disapproval of title matters, the Condition of Title shall specifically exclude, and City shall remove of record prior to the Closing, all deeds of trust, mortgages, judgment liens, mechanic's liens and materialmen's liens, any other monetary liens or encumbrances on the Site (“City Removal Items”). 207. Title Insurance. Concurrently with recordation of the Grant Deed, there shall be issued by Title Company to each of the Developer and its lender of record, an ALTA standard coverage title insurance policy for the Site, or, at Developer’s request, an ALTA extended coverage owner’s policy of title insurance (6-17-06) (the “Title Policy”) in the amount of the Purchase Price together with such endorsements as are requested by Developer and lender, insuring that as of the date and time of recordation of the Grant Deed, all title to and all rights of possession for the Site, is vested in Developer in the condition required by Section 206 of this Agreement. City agrees to remove on or before the Closing all City Removal Items. City shall pay that portion of the premium for each Title Policy equal to the cost of an ALTA standard coverage title policy in the amount of the Purchase Price. Any additional costs, including the cost of endorsements requested by Developer or lender which are not necessary to obtain the ALTA standard coverage title policy, or additional premiums to obtain an ALTA extended coverage policy, shall be borne by Developer. 208. Conditions of Closing. The Closing is conditioned upon the satisfaction of the following terms and conditions within the times designated below (collectively “Conditions Precedent”). Except for a breach of one of the Party’s obligations under this Agreement, the failure of any Conditions Precedent set forth in this Section 208 to be either satisfied or waived in writing prior to the date specified below shall not constitute a Default pursuant to Section 408, but shall be cause for termination of this Agreement by the Party for whose benefit such condition has been imposed.
208.1 City’s Conditions of Closing. City’s obligation to proceed with the Closing is subject to the fulfillment, or waiver by City, of each and all of the conditions precedent (a) through (j), inclusive, described below (“City’s Conditions Precedent”), which are solely for the benefit of City, and which shall be fulfilled, or waived in its sole discretion, within the time periods provided for herein, or if no time frame is provided, by the Outside Closing Date:
(a) No Default. Developer shall not be in Default.
(b) Execution and Delivery of Documents . Developer shall have executed and, as necessary for recordation, shall have had acknowledged, any documents required hereunder and shall have delivered such documents into Escrow. (c) Payment of Funds. Developer has deposited the Closing Payment in accordance with Section 202.3 hereof.

18 (d) Commercial General Liability Insurance . Developer shall have provided proof of commercial general liability insurance as required by Section 311 hereof. (e) Construction Financing. City shall have received: (i) the Preliminary Evidence of Financing for the Project, and (ii) if Developer will be obtaining financing from a third- party source not affiliated with Developer (as opposed to internal financing which requires an unconditional written commitment to provide such funding), the documents evidencing such Construction Financing (if any) to confirm that such Construction Financing (if any) contains substantially similar terms as the Preliminary Evidence of Financing. Construction Financing (if any) shall record and begin funding concurrently with the Closing. (f) General Contractor Contract. The Developer shall have provided or caused to be provided to the Director a copy of a valid and binding contract between the Developer and one or more California -licensed general contractors for the construction of the Project; provided, however, this c ondition to closing shall be satisfied and no such contract shall be required where Developer or its affiliate is a California- licensed contractor that will act as the general contractor for Developer’s development of the Projec t and the Developer or affiliate provides written evidence of the commitment to construct consistent with this Agreement. (g) Outside Closing Date . The Closing shall occur on or before the Outside Closing Date.
(h) Land Use Approvals . The Anaheim City Council or Planning Commission, acting in it s municipal capacity, shall have approved any required Land Use Approvals.
(i) Adverse Conditions . No lawsuit, moratoria or similar judicial or administrative proceeding or government action shall exist or have been threatened which would materially delay constructing the Project or expose City to liability. (j) Developer Representations . All representations and warranties made by Developer in this Agreement shall be true and correct as of the date of this Agreement and the Close of Escrow subject to Developer’s right to modify its representations as set forth in Section 203.2
208.2 Developer’s Conditions of Closing. Developer’s obligation to proceed with the Closing is subject to the fulfillment or waiver on writing by Developer of each and all of the conditions precedent (a) through ( l), inclusive, described below (“Developer’s Conditions Precedent”), which are solely for the benefit of Developer, and which shall be fulfilled, or waived in in writing in its sole discretion, within the time periods provided for herein, or if no time is s et forth, by the Outside Closing Date:
(a) Porsche Approval . Approval by Porsche of the construction- drawing packages it requires from Developer and any other approvals or consents needed by Porsche to commence construction.
(b) Project Approvals. Completion of the:

19 • Design Review Approvals as provided in Section 302 • Land Use Approvals as provided in Section 303
• Grading Plans, Building Improvement Plans and Right-of-Way Construction Permit Approvals as provided in Section 304 and such other approvals as are required by any other department of the City or agency of the State of California involved in the review.
(c) Developer receipt of Grading Permits, Building Permit, Right -of Way Construction Permit, or similar consents, authorizations and/or approvals from the City and such other permits as may be required for other local agencies and/or State of California that allow for the physical construction of the Development Improvements in accordance with the Scope of Development.
(d) No Default. City shall not be in Default.
(e) Execution and Delivery of Documents . City shall have executed and, as necessary for recordation, shall have had acknowledged, any documents required hereunder and shall have delivered such documents into Escrow.
(f) Review and Approval of Title . Developer shall have reviewed and approved the Condition of Title of the Site, as provided in Section 206 hereof. (g) Title Policy . The Title Company shall, upon payment of Title Company’s regularly scheduled premium, have irrevocably and unconditionally agreed to issue to each of the Developer and its lender a Title Policy for the Site upon the Close of Escrow consistent with the Condition of Title, in accordance with Section 206 hereof. (h) Adverse Conditions . No lawsuit, moratoria or similar judicial or administrative proceeding or government action shall exist or have been threatened which would materially delay or significantly increase the cost of constructing the Project or expose Developer to additional liability.
(i) City Representations. All representations and warranties made by City in this Agreement shall be true and correct as of the date of the Agreement and Close of Escrow, subject to City’s right to modify its representations as set forth in Section 203.1. (j) Development Land Use Approvals Finalized. The Land Use Approvals shall have been fully approved by the City and five (5) business days have elapsed after all time periods for appeals, challenges, initiatives and referenda within which the Land Use Approvals may be legally challenged have expired (or if any appeal, challenge, initiative or referenda is timely brought, such appeal, challenge, initiative or referenda shall have been fully resolved in a manner substantially consistent with the Land Use Approvals originally approved by the City as determined in Developer’s reasonable discretion). (k) Compliance with Disposition Requirements . City has delivered all required notices and obtained necessary approvals and complied with all applicable legal

20 requirements to dispose of the Site, including as set forth in Health & Safety Code Section 34175 et seq. and Government Code Section 54220 et seq.
(l) No Material Adverse Change. There shall be no material adverse change in the physical condition of the Site from the condition in which it existed as of the date of this Agreement.
300. DEVELOPMENT OF THE SITE.
301. Scope of Development. Within the time set forth in the Schedule of Performance, Developer shall prepare the Site for development and construct the Developer Improvements in accordance with the Scope of Development and the plans, drawings and documents submitted by Developer and approved by the City as set forth under Section 300. 302. Design Review Approval. Design review for the Project will be performed by the Economic Development Department, assisted by professional consultants (the “Design Review Approval”). Developer acknowledges and agrees that in reviewing and approving documents under this Section, the Economic Development Department is acting separately and distinctly from the Planning Services Division with respect to the Land Use Approvals. Accordingly, the following design review-related submissions (which are a subset of the Development Application Submittals) are to be made to the Economic Development Department first an d then to the Planning Services Division, which subset is referred to hereinafter as the “Design Development Drawings”:
• Site Plan
• Floor Plan
• Elevations
• Renderings
• Section Plan
• Roof Plan
• Landscape Plan
• Color and material board
• Sign Plan
302.1 Basic Concept Drawings. Concurrently with the approval of this Agreement, the Economic Development Department has approved basic conceptual drawings for development of the Site (the “Basic Concept Drawings”), which are attached hereto as Attachment No. 3.
302.2 Standards for Disapproval. The Developer acknowledges and agrees that the City’s Economic Development Department is entitled to approve or disapprove the Design Development Drawings in order to satisfy the City’s obligation to promote the sound development of land within the City, to promote a high level of design which will impact the surrounding development, and to provide an environment for the social, economic and well-being of the citizens of the City and the Project.

21 302.3 Revisions. If the Developer desires to propose any substantial exterior revisions to the approved Basic Concept Drawings or as approved pursuant to the process set forth for Design Review Approval, it shall submit such proposed changes to the Economic Development Department, and shall also proceed in accordance with any and all state and local laws and regulations regarding such revisions, within the time frame set forth in the Schedule of Performance for the submittal of the Design Development Drawings. Any change proposed in the Design Development Drawings may be disapproved by the City in its sole and absolute discretion.
303. Land Use Approvals. Except to the extent otherwise expressly set forth herein, prior to commencement of construction of the Developer Improvements upon the Site, Developer shall, at its sole cost and expense, secure, subject to the exercise by the City of its sole and absolute discretion with respect to any and all land use approvals which the City may require for the construction and operation of the Developer Improvements, and/or any other entitlements, permits or approvals required by any other governmental agency (the “La nd Use Approvals”), including without limitation all State and local government approvals necessary to approve Project design plans and commence construction. Notwithstanding anything to the contrary herein, Developer and City acknowledge and agree that Developer shall prepare, at Developer’s expense, and process all documentation required by the California Environmental Quality Act (“CEQA”) with respect to the Project. Costs of the Project related to on-site (as described in the Scope of Development) CEQA mitigation shall be borne by Developer. Developer acknowledges that compliance with any such CEQA mitigation shall be a condition under applicable law for proceeding with the Project.

Notwithstanding any other provision herein, the City shall make commerc ially reasonable efforts to expedite the review of the Land Use Approvals under the jurisdiction of the City for the Project.

By its execution of this Agreement, the City is not committing itself to or agreeing to undertake any Land Use Approvals or any other acts or activities requiring the subsequent independent exercise of discretion by the City, the City Council, the Planning Commission or any department of the City. The City reserves final discretion and approval as to any and all Land Use Approvals and all proceedings and decisions in connection therewith. 303.1 Development Application for Land Use Approval. Within the time set forth in the Schedule of Performance, Developer shall submit to the City’s Planning Services Division, a “Development Application,” Form Z102 along with applicable submittal information which is set forth below ( the “Development Application Submittals”). A full description of the necessary information and documents for the Development Application Submittals is set forth in the Development Application Form. For reference, the Development Application should include the bulleted items listed below, which are summarized for brevity. • Development Application Form with property owner signature • Preliminary Title Report
• Depositor Trust Fund Setup Form
• Environmental Project Information Form
• Letter of Request
• Digital photographs of the Site
• Site Plan

22 • Floor Plan
• Elevations
• Renderings
• Section Plan
• Roof Plan
• Landscape Plan
• Color and material board
• Sign Plan
• Preliminary Grading Plan
• Tentative Parcel Map
• Variance Justification Letter (if applicable)
• Parking Justification Worksheet (if applicable)
• Environmental Studies (as determined in conjunction with City staff)
• Sewer Study and Sewer Re-Route Analysis
• Preliminary Drainage Report
• Geotechnical Report
• Hydrology and Hydraulic Calculations
• Preliminary Water Quality Management Plan
• Traffic Study
304. Grading Plans, Building Improvement Plans and Right-of-Way Construction Permit.
304.1 Grading Plans and Building Improvement Plans Approvals. Within the time set forth therefor in the Schedule of Performance, the Developer shall prepare or cause to be prepared and submit to the City’s Public Works Department and the City’s Planning and Building Department, Grading Plans and Building Improvement Plans for the Project sufficient for the issuance of appropriate permits for the grading and Building Improvements which shall have been prepared by a registered engineer or licensed architect (hereinafter the “Grading Plans” and the “Building Improvement Plans,” respectively). Any and all change orders or revisions required by the City and its inspectors which are required under the Municipal Code and all other applicable Uniform Codes (e.g., Building, Plumbing, Fire, Electrical, etc.) and under other applicable laws and regulations shall be included by the Developer in the applicant Grading Plans or Building Improvement Plans and completed during the construction of the Project. 304.2 Right-of-Way Construction Permit Approval. Within the time set forth therefor in the Schedule of Performance, the Developer shall prepare or cause to be prepared and submit to the City’s Public Works Department, construction and traffic control plans for construction and other work within any public right -of-way and/or easement and such other information sufficient for issuance of a Right -of-Way Construction Permit (hereinafter the “Construction and Traffic Control Plans”). Any and all change orders or revisions required by the City and its inspec tors which are required under the Municipal Code and all other applicable Uniform Codes (e.g., Building, Plumbing, Fire, Electrical, etc.) and under other applicable laws and regulations shall be included by the Developer in Construction and Traffic Control Plans and completed during the construction of the Project.

23 305. Consultation and Coordination. During the processing for the Design Review Approval, the Land Use Approval, and the approvals of the Grading Plans, Building Improvement Plan, and Construction and Traffic Control Plans, staff of the City and the Developer shall hold joint progress meetings to coordinate the preparation of, submission to, and review of all submissions to the City. The City shall designate a City employee to serve as the City’s project manager who is responsible for the coordination of the City’s activities under this Agreement and for coordinating the Design Review Approval, the Land Use Approval, and the approvals of the Grading Plans, Building Improvement Plan, and Construction and Traffic Control Plans with the Developer’s representatives and consultants. However, the execution of this Agreement does not constitute the granting of or a commitment to grant any required Land Use Approvals, permits or other approvals required by the City.
306. Defects in Plans. The City shall not be responsible either to the Developer or to third parties in any way for any defects in the Design Development Drawings, the Development Application Submittals, Grading Plans, Building Improvement Plans or Construction and Traffic Control Plans, nor for any structural or other defects in any work done according to the aforementioned approved plans, nor for any delays reasonably caused by the review and approval processes established under Section 300. Subject to the other limitations of this Agreement, the Developer shall hold harmless, indemnify and defend the City Indemnitees from and against any claims, suits for damages to property or injuries to persons arising out of or in any way relating to defects in the Design Development Drawings, the Development Application Submittals, Grading Plans, the Building Improvement Plans, or Construction and Traffic Plans, including without limitation the violation of any laws, or arising out of or in any way relating to any defects in any work done a ccording to the approved Design Development Concept Drawings, the Development Application Submittals, Grading Plans , Building Improvement Plans or the Construction and Traffic Control Plans.
307. Use of Architectural Plans. City shall not have the right to use any Basic Concept Drawings, Design Development Drawings or Building Improvement Plans which are submitted to City by Developer pursuant to Section 300, nor shall City confer any rights to use such architectural plans to any person or entity.
308. Permits. Before commencement of the construction of the Developer Improvements or other works of improvement upon the Site, Developer shall, at its own expense, secure or cause to be secured any and all permits and approvals which may be required for the construction of the Developer Improvements by the City or any other governmental agency affected by such construction or work. Developer shall, without limitation, apply for and secure the following, and pay all costs, charges and fees associated therewith:
(a) All permits and fees required by the City (including the Grading Permits and the Building Permits), County of Orange, and other governmental entities with jurisdiction over the Developer Improvements and the Site.

City staff will work cooperatively with Developer to assist in coordinating the expeditious processing and consideration of all necessary construction-related permits.

24 309. Schedule of Performance. Developer shall submit all Design Development Drawings, the Development Application Submittals, Grading Plans, Building Improvement Plans or Construction and Traffic Control Plans , and satisfy all other obligations and conditions of this Agreement within the times established therefore in the Schedule of Performance, provided that the Schedule of Performance is subject to modification by written notice from Porsche or the Director as provided in Section 508.
310. Cost of Construction. Except to the extent otherwise expressly set forth in this Agreement, all of the cost of planning, designing, remediating Hazardous Materials, developing and constructing all of the Developer Improvements in conformance with the approved Design Development Drawings, the Development Application Submittals, Grading Plans, Building Improvement Plans or Construction and Traffic Control Plans shall be borne by Developer .

Notwithstanding the foregoing, Developer shall not be required to pay for or reimburse Ci ty for costs incurred by City in utilizing staff and/or consultants in analyzing and administering this Agreement, unless otherwise agreed to by the Parties.
311. Insurance Requirements. From the date of Closing until Completion of Construction with respect to the entire Project, the Developer shall secure from a company or companies authorized to conduct insurance business in the State of California, pay for, and maintain in full force a nd effect, a policy of commercial general liability insurance issued by an “A:VI” or better rated insurance carrier as rated by A.M. Best Company as of the date that Developer obtains or renews its insurance policies, on an occurrence basis, in which the C ity Indemnitees are named as additional insureds with the Developer. Developer shall furnish a certificate of insurance to the City prior to the Close of Escrow. The protection offered by the policy shall:
(a) Include an endorsement naming the City Indemnitees as additional insureds;
(b) Provide a combined single limit policy for both personal injury and property damage in the amount of $5,000,000, which will be considered equivalent to the required minimum limits;
(c) Bear an endorsement or shall have attached a rider providing that the City shall be notified not less than thirty (30) days before any expiration, cancellation, nonrenewal, reduction in coverage, increase in deductible, or other material modification of such policy or policies, and shall be notified not less than ten (10) da ys after any event of nonpayment of premium; provided, however, if such endorsement or rider is not available from Developer’s insurance carrier, then the certificate of insurance shall provide that should the policy be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions.

Developer shall comply with Section 3800 of the Labor Code by securing, paying for and maintaining (or causing its contractors to secure, pay for and maintain) in full force and effect from and after the Close of Escrow and until Completion of Construction with respect to the entire Project, complete Workers’ Compensation Insurance, and shall furnish a Certificate of Insurance to the City before the commencement of construction. The City, its officers, employees,

25 agents, representatives and attorneys shall not be responsible for any claims in law or equity occasioned by the failure of Developer to comply with this Section. Every Workers’ Compensation insurance policy shall bear an endorsement or shall have attached a rider providing that, in the event of expiration, proposed cancellation, or reduction in coverage of such policy for any reason whatsoever, the City sha ll be notified, giving the Developer a sufficient time to comply with applicable law, but in no event less than thirty (30) days before such expiration, cancellation, or reduction in coverage is effective or ten (10) days in the event of nonpayment of premium; provided, however, if such endorsement or rider is not available from Developer’s insurance carrier, then the certificate of insurance shall provide that should the policy be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions.

Notwithstanding anything to the contrary contained in this Agreement, Developer may satisfy all or a portion of its insurance obligations hereunder by means of self -insurance or under policies that include self-insured retentions so long as City, in its reasonable judgment, shall have the same or similar benefits and protections as if Developer carried the insurance with a third party insurance company satisfying the requirements of this Section.

The Director, with the consent of the City’s Risk Manager, is hereby authorized to reduce the requirements set forth above in the event the Director determines that such modification(s) is in City’s best interest.
312. Indemnifications.
312.1 Developer’s Indemnity. The Developer shall defend, indemnify, assume all responsibility for, and hold the City Indemnitees, harmless from all claims, demands, damages, defense costs or liability for any damages to property or injuries to persons, including accidental death (including reasonable attorneys’ fees and costs), to the extent caused by any acts or omissions of the Developer under this Agreement and/or the development, ownership and/or operation of the Project by the Developer, whether such activities or performance the reof be by the Developer or by anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination or expiration of this Agreement.

Developer shall also defend, indemnify, assume all responsibility for, and hold the City Indemnitees harmless from all claims, demands, damages, defense costs or liability for any claims, allegations, or litigation related to Government Code section 53084 or any other legislation related to the relocation of an automobile dealership. The foregoing indemnity, defense, protection and hold harmless obligations do not apply to: (1) any third party claim that arose prior to Close of Escrow, except for such claims that may arise concerning Develo per’s inspection of the Site as provided in Section 204.3, or claims regarding Government Code section 53084; (2) City’s fraud or willful misconduct in connection with this Agreement; and (3) breach of any of the City’s obligations or covenants under this Agreement.
312.2 City’s Indemnity. The City shall defend, indemnify, assume all responsibility for, and hold the Developer Indemnitees, harmless from all claims, demands, damages, defense costs or liability for any damages to property or injuries to persons, including accidental death (including reasonable attorneys’ fees and costs), to the extent caused by any acts or omissions of the City under this Agreement, whether such activities or performance thereof be by the City or by anyone directly or indirectly employed or contracted with by the City and whether

26 such damage shall accrue or be discovered before or after termination or expiration of this Agreement. City shall also defend, indemnify, assume all responsibility for, and hold the Developer Indemnitees harmless from all claims, demands, damages, defense costs or liability for any claims, allegations, or litigation related to the Surplus Land Act or any other legislation related to the transfer of municipal property. The foregoing indemnity, defense, protection and hold harmless obligations do not apply to: (1) any third party claim that arises after the Closing; (2) Developer’s fraud or willful misconduct in connection with this Agreement; and (3) breach of any of the Developer’s obligations or covenants under this Agreement. 312.3 Survival of Indemnities. The indemnifications in Section 312 shall survive the termination, expiration, invalidation or performance in full or in part of this Agreement, and, without limiting the foregoing, shall survive the Closing 313. Rights of Access. Prior to the issuance of the Release of Construction Covenants, for purposes of assuring compliance with this Agreement, representatives of City shall have the right of access to the Site, without charges or fees, at normal construction hours during the period of construction for the purpose of ensuring compliance with this Agreement, including but not limited to, the inspection of the work being performed in the construction of the Developer Improvements so long as City representatives comply with all sa fety rules and, at Developer’s option, are escorted by a representative of Developer. City (or its representatives) shall, except in emergency situations, notify Developer prior to exercising its rights pursuant to this Section. 314. Compliance With Laws. Developer shall carry out the design and construction of the Developer Improvements in conformity with all applicable laws, including all applicable state labor standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City of Anaheim Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq ., Government Code Section 4450, et seq ., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.
314.1 Nondiscrimination in Employment . Developer certifies and agrees that all persons employed or applying for employment by it are and will be treated equally by it without regard to, or because of race, color, religion, ancestry, national origin, sex, age, pregnancy, childbirth or related medical condition, medical condition (cancer related) or physical or mental disability, and in compliance with Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000, et seq., the Federal Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 621, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b, et seq ., 42 U.S.C. Section 1981, the California Fair Employment and Housing Act, Cal. Government Code Section 12900, et seq., the California Equal Pay Law, Cal. Labor Code Section 1197.5, Cal. Government Code Section 11135, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq ., and all other antidiscrimination laws and regulations of the United States and the State of California as they now exist or may hereafter be amended; and that Developer shall demand in all of its written agreement with its subcontractors, bidders and vendors that they meet the same nondiscrimination requirements within this S ection 314.1.

27 314.2 Mechanics Liens and Stop Notices. Developer shall remove or have removed any mechanics lien or stop notice made on any of the Site or any part thereof, or assure the satisfaction thereof as provided herein. If a claim of a lien or stop notice is given or recorded affecting the Developer Improvements, Developer shall within thirty (30) days of such recording or service or within five (5) days of City’s demand whichever last occurs:
a. pay and discharge the same; or
b. affect the release thereof by recording and delivering to City a surety bond in sufficient form and amount, or otherwise; or c. provide City with other assurance which City deems, in its reasonable discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of City from the effect of such lien or bonded stop notice. 315. Financing of the Developer Improvements.
315.1 Confirmation of Financing. Developer shall submit to City the Preliminary Evidence of Financing evidencing that Developer has (or will have upon the date of Conveyance) sufficient capital and/or has arranged for debt and/or equity financing necessary to undertake the development and construction of the Project in accordance with this Agreement and will record the debt portion of the Construction Financing, if any, as a condition to, and concurrently with, Closing. Preliminary Evidence of Financing may include, without limitation, a copy of a preliminary commitment letter from the related lending institution. If applicable, Developer shall close the approved Construction Financing prior to or concurrently with the Closing.
315.2 No Encumbrances Except Mortgages, Deeds of Trust, or Sale and Lease-Back Development Mortgages, deeds of trust and sales and leases-back for any reasonable method of financing through an Institutional Lender for the purpose of securing loans of funds to be used for (i) financing the acquisition or development of the Site, (ii) financing the construction of the Developer Improvements (including architecture, engineering, legal, and related direct costs as well as indirect hard and soft costs such as real property taxes, insurance premiums, closing costs, loan carrying costs and costs of fi nancing) on or in connection with the Site, (iii) the financing or refinancing of contributed equity or other amounts, (including the granting of a security interest in Developer’s rights under this Agreement) or (iv) any other purposes necessary and appropriate in connection with development under this Agreement shall be permitted before issuance of the Release of Construction Covenants only with City’s prior written approval, which shall not be unreasonably withheld, delayed or conditioned and shall be given to Developer within ten (10) days. Developer shall notify City in advance of any mortgage, deed of trust or sale and lease-back financing, if Developer proposes to enter into the same before issuance of the Release of Construction Covenants. The words “mortgage” and “trust deed” as used hereinafter shall include sale and lease- back and all other means of financing which involve the granting of a security interest.
315.3 Holder Not Obligated to Construct Improvements. The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of

28 this Agreement to construct or complete the Developer Improvements or any portion thereof, or to guarantee such construction or completion; nor shall any covenant or any other provision in this Agreement be construed so to obligate such holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement.
315.4 Notice of Default to Mortgagee or Deed of Trust Holder; Right to Cure.

With respect to any mortgage or deed of trust granted by Developer as provided herein, whenever City may deliver any notice or demand to Developer with respect to any material breach or default by Developer in completion of construction of the Developer Improvements, City shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by its Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights granted by City are concerned) have the right, at its option, within sixty (60) days after the expiration of all cure periods available to Developer but in no event longer than one hundred eighty (180) days after receipt of notice hereunder, to cure or remedy or commence to cure or remedy and thereafter to pursue with due diligence the cure or remedy of any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. If such default shall be a default which can only be remedied or cured by such holder upon obtaining possession of the Site or any portion thereof and such holder promptly commences and diligently prosecutes efforts to obtain possession with diligence through a receiver or otherwise, such holder shall have until sixty (60) days after obtaining possession to cure such default but in no event longer that three hundred sixty- five (365) days after receipt of notice hereunder. Notwithstanding anything to the contrary contained herein, in the case of a default which cannot with diligence be remedied or cured within sixty (60) days, such holder shall have such additional time as reasonably necessary to remedy or cure such default with diligence but in no event longer that three hundred sixty- five (365) days after receipt of notice hereunder; provided, further, such holder shall not be required to remedy or cure any non- curable default of Developer (such as an unauthorized attempted assignment or the failure to meet a deadline).

Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Developer Improvements, or any portion thereof (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed Developer’s obligations to City by written agreement reasonably satisfactory to City. The holder in that event shall only be liable or bound by Developer’s obligations hereunder during the period that the holder is in possession of such portion of the Site in which the holder has an interest and, notwithstanding anything to the contrary contained in this Agreement, shall only be liable to the extent of its interest in such property and the improvements owned by it thereon. In addition, the holder, in that event, must agree to complete, in the manner provided in this Agreement, the improvements to which the lien or title of such holder relates. Any such holder properly completing such improvement shall be entitled, upon compliance with the requirements of Section 316 of this Agreement, to a Release of Construction Covenants. It is understood that a holder shall be deemed to have satisfied the sixty (60) day time limit set forth above for commencing to cure or remedy a Developer default which requires title and/or possession of the Site (or portion thereof) if and to the extent any such holder has within such sixty (60) day period commenced proceedings to obtain title and/or possession and thereafter the holder diligently pursues such proceedings to completion and cures or remedies the default within three hundred sixty- five (365) days of receipt of notice hereunder. All rights and obligations of a lender or holder pursuant to this Agreement shall also accrue to any purchaser,

29 assignee or successor of a lender or holder upon acquisition of title to any portion of the Site by such purchaser, assignee or successor pursuant to a judicial or nonjudicial foreclosure or a deed in lieu of foreclosure, or pursuant to a conveyance from a holder by deed in lieu of foreclosure. In the event of such conveyance to a purchaser, assignee or successor, then City agrees that it shall not unreasonably withhold, condition or delay its approval of further extensions of time for performance of Developer’s obligations under this Agreement as appropriate but in no event for a period of time longer than three hundred sixty-five (365) days to permit such purchaser, assignee or successor to obtain possession of such property and enter into contracts for t he construction of improvements to complete the development of such property.

Breach of any of the covenants, conditions, restrictions, or reservations contained in this Agreement shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value as to the Site or any interest therein, whet her or not said mortgage or deed of trust is subordinated to this Agreement, but unless otherwise herein provided, the terms, conditions, covenants, restrictions and reservations of this Agreement shall be binding and effective against the holder and any owner of the Site or any portion thereof, whose title thereto is acquired by foreclosure, trustee’s sale, or otherwise.

No purported modification, amendment and/or termination of this Agreement affecting the rights of a holder shall be binding upon any holder holding a mortgage or deed of trust from and after the date of recordation of such mortgage or deed of trust unless and until the written consent of such holder is obtained.
315.5 Failure of Holder to Complete Improvements. In any case where, sixty (60) days after the holder of any mortgage or deed of trust creating a lien or encumbrance upon the Site or any part thereof receives a notice from City of a default by Developer in completion of construction of any of the Developer Improvements under this Agreement, and such holder has not exercised the option to construct within the time period set forth in Section 315.4, or if it has exercised the option but has defaulted hereunder and failed to timely cure such default, City may, upon thirty (30) days prior written notice to holder, purchase the mortgage or deed of trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, including principal and interest and all other sums and advances secured by the mortgage or deed of trust. If the ownership of the Site or any part thereof has vested in the holder, City, if it so desires, may purchase such ownership interest from the holder upon payment to the holder of an amount equal to the sum of the following:
(a) The unpaid mortgage or deed of trust debt at the time title became vested in the holder (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings); (b) All expenses with respect to foreclosure including reasonable attorneys’ fees;
(c) The net expenses, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of the Site or part thereof (including without limitation, insurance premiums and real property taxes);

30 (d) The costs of any improvements made by such holder; (e) An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage or deed of trust debt and such debt had continued in existence to the date of payment by City; and (f) Any customary prepayment charges imposed by the lender pursuant to its loan documents and agreed to by Developer.
315.6 Right of City to Cure Mortgage or Deed of Trust Default . In the event of a material, uncured mortgage or deed of trust default or breach by Developer prior to the issuance of the Release of Construction Covenants (unless Developer is contesting such default in good faith), Developer shall immediately deliver to City a copy of such mortgage holder’s notice of default. If the holder of any mortgage or deed of trust has not exercised its option to construct within the time periods set forth in Section 315.4, City shall have the right, upon ten (10) days’ Notice to Developer, but no obligation to cure the default. In such event, City shall be entitled to reimbursement from Developer of all proper direct and actual out -of-pocket costs and expenses incurred by City in curing such default. City shall also be entitled to a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be junior and subordinate to the mortgages, deeds of trust or any other security interests granted in accordance with this Section 315.
316. Release of Construction Covenants. Promptly after Completion of Construction of the entire Project, City shall deliver to Developer a “Release of Construction Covenants,” substantially in the form of Attachment No. 9, with respect to the Project, executed and acknowledged by City. The Release of Construction Covenants shall be a conclusive determination of satisfactory completion of the Project, and the Release of Construction Covenants shall so state.

Following the issuance of a Release of Construction Covenants with respect to the entire Project, any party then or thereafter owning, purchasing, leasing or otherwise acquiring any interest in the Project shall not (because of such ownership, purchase or acquisition) incur any obligation or liability under this Agreement or any agreement executed in connection herewith. The Release of Construction Covenants shall not be unreasonably withheld, conditioned or delayed by the City.

The Release of Construction Covenants is not a notice of completion as referred to in Section 8182 of the California Civil Code.
317. Taxes and Assessments. Following the Closing, the Developer shall pay prior to delinquency all ad valorem real estate taxes and assessments on the applicable portion of the Site which accrue subsequent to the Closing. The Developer shall remove or have removed any levy or attachment made on any of the Site or any part thereof, or assure the satisfaction thereof within a reasonable time.
400. COVENANTS AND RESTRICTIONS.
401. Covenant to Use in Accordance with City Municipal Code and this Agreement.

For a period of twenty (20) years from the Date of this Agreement, Developer covenants and agrees for itself and its successors, assigns, and every successor in interest to the Property or any part thereof that Developer and such successors and assignees , shall use and operate the Project in

31 accordance with the Land Use Approvals, and this Agreement, and, except for a holder who, pursuant to Section 315, has not elected to assume Developer’s obligations hereunder to construct, shall construct and complete the Developer Improvements on the Site in accordance with the Land Use Approvals, the Scope of Development, and the Schedule of Performance. 402. Covenant Regarding Specific Uses. For a period of twenty (20) years from the Date of this Agreement, Developer covenants and agrees for itself, its successors, assigns, and every successor in interest to Developer’s interest in the Site or any part thereof, that Developer shall use the Site for the sale and service of new and used motor vehicles or for such other legal uses requested by the owner of the Site and approved by the City, which consent shall not be unreasonably conditioned, withheld or delayed.
403. Covenant Regarding Maintenance. Commencing on the Close of Escrow and continuing until the issuance of the Release of Construction Covenants, Developer shall maintain the Site and all improvements thereon, including the installation of temporary fence screening along the entire perimeter of the Site promoting the future development project with construction fencing material (screening design shall be approved by the Director), lighting and signage, in good condition, free of debris, waste and graffiti, and in compliance with all applicable provisions of the City’s Municipal Code. During the Construction Period, Developer shall maintain or cause to be maintained the improvements and landscaping on the Site in accordance with the Maintenance Standards (as such term is hereinafter defined) . Such Maintenance Standards shall apply to all buildings, signage, lighting, landscaping, irrigation of landscaping, architectural elements identifying the Site and any and all other Improvements on the Site. To accomplish the maintenance, Developer shall either staff or contract with and hire licensed and qualified personnel to perform the maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Agreement.

Developer and its maintenance staff, contractors or subcontractors shall comply with the following standards (the “Maintenance Standards”):
(a) The Site shall be maintained in conformance and in compliance with the approved Building Improvement Plans, and reasonable maintenance standards for similar, neighboring structures, including but not limited to painting and cleaning of all exterior surface s and other exterior facades comprising all private improvements and public improvements to the curbline. The Site shall be maintained in good condition and in accordance with the custom and practice generally applicable to comparable developments. (b) Landscape maintenance shall include, but not be limited to:
watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees.
(c) Clean-up maintenance shall include, but not be limited to: maintenance of all sidewalks, paths and other paved areas in clean and weed- free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of

32 all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves an d other debris are properly disposed of by maintenance workers.

City agrees to notify Developer in writing if the condition of the Site does not meet with the Maintenance Standards and to specify the deficiencies and the actions required to be taken by Developer to cure the deficiencies. Upon notification of any maint enance deficiency, Developer shall have thirty (30) days within which to correct, remedy or cure the deficiency. If the written notification states the problem is urgent relating to the public health and safety of the City or City, then Developer shall ha ve forty-eight (48) hours to rectify the problem. In the event Developer does not maintain the Site in the manner set forth herein and in accordance with the Maintenance Standards, City shall have, in addition to any other rights and remedies hereunder, t he right to maintain the Site, or to contract for the correction of such deficiencies, after written notice to Developer, and Developer shall be responsible for the payment of all such costs incurred by City. 404. Job Training Covenant. The City has been designated as a “Service Delivery Area” pursuant to the Job Training Partnership Act (the "Act"). The Workforce Development Division of the City of Anaheim (“WDD”) administers a Job Training Program (the “Program”) pursuant to the Act. As defined herein, the “Program” also includes any future or successor federal or state job training programs which are administered by the City and/or the Division. Except as set forth below, Developer covenants that it will use the Program as a source for the recruiting and hiring of employees for the Project as provided herein for a period of three (3) years from the Date of this Agreement, provided that Developer may concurrently with their use of the Program use an alternative source of recruiting and hiring. Developer shall notify the Division whenever employment opportunities become or are anticipated to come available at the Project, and shall not hire any employees until the Division has had an opportunity, not to exceed three (3) days from the giving of such notice, to refer potential employees to Developer. The decision to hire or not hire any persons referred to Developer through the Program shall remain in the sole and absolute discretion of Developer. Notwithstanding the foregoing, however, these provisions shall not apply to the recruiting or hiring of executive and management positions, temporary positions, employees needed due to a commercially reasonable emergency, and union jobs or training programs which are covered by collective bargaining agreements without the written approval of the affected union.

In the event that any requirement of this Section conflicts with any applicable labor or other governmental laws or regulations, those laws and regulations shall prevail. 405. Covenants Regarding Nondiscrimination. The Developer covenants by and for itself and any successors in interest to all or any portion of the Site that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, subleases or vendees of the Site.

The Developer shall refrain from restricting the rental, sale or lease of the Site any portion thereof on the basis of race, color, religion, sex, marital status, ancestry or national origin of any

33 person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
(a) In deeds: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of ants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land.” (b) In leases: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
“There shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or prac tices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased.”
(c) In contracts: “There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises.” 406. Effect of Violation of the Terms and Provisions of this Agreement. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in w hose favor and for whose benefit this Agreement and the covenants running with the land have been provided, without regard to whether City has been, remains or is an owner of any land or interest therein in the Site or in the Project.

City shall have the right, if this Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of t his Agreement and covenants may be entitled.

34 407. City Covenant to Notify Developer of Availability of City -Owned Land.

During the period in which the Covenant of Specific Uses as set forth in Section 401 is in effect, the City shall use commercially reasonable efforts to give Notice to Developer that the City intends to seek offers or to otherwise convey real property owned by the City and located within three (3) miles of the Site, provided however, that the failure to provide such notice shall not be deemed a Default as provided in Section 409. Developer’s acknowledges that any disposition of real property as contemplated herein is subject to compliance with the Surplus Lands Act and this covenant in no way obligates the City to first offer such real property to the Developer. 408. DEFAULTS AND REMEDIES. Subject to the extensions of time set forth in Section 502 of this Agreement, failure by either Party to perform any action or covenant required by this Agreement within the time periods provided herein following Notice and failure to cure as described hereafter, constitutes a “Default” under this Agreement. A P arty claiming a Default shall give written Notice of Default to the other Party specifying such Default. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other Party, and the other Party shall not be in Default if such Party within thirty (30) days from receipt of such Notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. 409. Institution of Legal Actions. The Parties shall be entitled to seek any remedy available at law and in equity for the other Party’s Default. All legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate municipal court in Orange County, or in the United States District Court for the District of California in which Orange County is located. In no event shall either Party be liable to the other Party for consequential, speculative or punitive damages.
410. Termination.
410.1 Termination by Developer Prior to Conveyance . In the event that prior to the Conveyance Developer is not in Default of this Agreement but (i) City is in Default in the performance of its obligations or in breach of a representation or warranty hereunder or (ii) one or more of Developer’s Conditions Precedent has not been satisfied or waived by the Outside Closing Date, then this Agreement may, at the option of Developer, be terminated by written notice thereof to City. In the event of such termination pursuant to (i) or (ii) above, or the Agreement is terminated for reasons other than a Default by Developer, t he Escrow Deposit shall be returned to the Developer and neither City nor Developer shall have any further rights or obligations under this Agreement except under the applicable provisions regarding damages contained in Section 312 and except for those provisions hereof which expressly survive the termination of the Agreement. 410.2 Termination by City Prior to the Conveyance. In the event that, prior to the Conveyance, City is not in Default of this Agreement and:
(a) Except as permitted in this Agreement, Developer (or any successor in interest) assigns this Agreement or any rights thereon or in the Site in violation of this Agreement and such Default is not cured in accordance with Section 408; or

35 (b) Except as permitted in this Agreement, there is a change in the ownership of Developer contrary to the provisions of Section 503.1 hereof and such Default is not cured in accordance with Section 408; or
(c) Developer does not submit certificates of insurance as required by this Agreement, in the manner and by the dates respectively provided in this Agreement therefor and such Default is not cured in accordance with Section 408; or (d) One or more of City’s Conditions Precedent is not either satisfied or waived by the Outside Closing Date; or
(e) The City becomes aware of facts and/or circumstances concerning the Developer, an affiliate of Developer, and/or an officer or representative thereof that such person or persons has engaged in conduct in violation of Section 5 21 or otherwise evidences that good faith negotiations fundamental to that contemplated in the exclusive negotiating agreements set forth in Recital C have been unduly compromised; or
(f) Developer is otherwise in Default under this Agreement and such Default is not cured in accordance with Section 408; or (g) City receives notice of threatened violations or is served with notice of litigation or court orders regarding compliance with the Surplus Land Act, Government Code section 53084, or any other alleged violations or law.

Then, subject to Developer’s Mortgagee’s rights to cure Developer’s Default as set forth above, this Agreement and any rights of Developer or any assignee or transferee in the Agreement, shall, at the option of City, be terminated by City by written notice thereof to Developer. In the event of termination under this Section, neither Party shall have any other rights against the other under this Agreement except for those provisions hereof which expressly survive the termination of the Agreement. If Terminat ion occurs under 503.2(b), then the Escrow Deposit shall be returned to the Developer.
411. Reentry and Revesting of Title to Site After Closing and Prior to Issuance of Release of Construction Covenants. City has the right, at its election, to reenter and take possession of the Site, with all Developer Improvements thereon, and terminate and revest in City the estate conveyed to Developer if after the Closing and before the issuance of the Release of Construction Covenants, Developer shall:
(a) fail to start the construction, abandon or substantially suspend construction of the Developer Improvements within 180 days from the Closing of the transactions contemplated herein; provided that such failure shall not be related to changes in Porsche construction milestones, the Schedule of Performance, Site design, Site plans, development plans and/or construction drawings or the Scope of Development as approved by Porsche, the City or other government agencies; or
(b) contrary to the provisions of Section 503, Transfer or suffer any involuntary Transfer in violation of this Agreement, and such Transfer has not been approved by the City or rescinded within sixty (60) days of notice thereof from City to Developer.

36 Such right to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit any mortgage or deed of trust permitted by this Agreement or any rights or interests of the holders of such mortgages or deeds of trust.

The Grant Deed shall contain appropriate reference and provision to give effect to City’s right as set forth in this Section, under specified circumstances before recordation of the Release of Construction Covenants, to reenter and take possession of the S ite, with all improvements thereon, and to terminate and revest in City the estate conveyed to Developer. Upon the revesting in City of title to the Site or a portion thereof as provided in this Section, City shall, pursuant to its responsibilities under state law, use its reasonable efforts to resell such Site as soon and in such manner as the City shall find feasible and consistent with the objectives of such law, as it exists or may be amended, to a qualified and responsible party or parties (as determined by City) who will assume the obligation of making or completing the Developer Improvements, or such improvements in their stead as shall be satisfactory to City and in accordance with the uses specified for such Site or part thereof as provided in the Anaheim Municipal Code and the Land Use Approvals. Upon such resale of the Site, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering the Site that is permitted by this Agreement, shall be applied:
(i) First, to reimburse City, on its own behalf or on behalf of the City, all costs and expenses incurred by the City, excluding City and City staff costs, but specifically, including, without limitation, any expenditures by City or City in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the City from the Site or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to the Site or part thereof which Developer has not paid (or, in the event the Site is exempt from taxation or assessment of such charges during the period of ownership thereof by City, an amount, if paid, equal to such taxes, assessments, or charges as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Site or part thereof at the time or revesting of title thereto in City, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of Developer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing City, and in the event additional proceeds are thereafter available, then (ii) Second, to reimburse Developer, its successor or transferee, up to the amount equal to the sum of (a) the costs incurred for the acquisition and development of the Site and for the improvements existing on the Site at the time of the reentry and posse ssion, less (b) any gains or income withdrawn or made by Developer from the Site or the improvements thereon.

Any balance remaining after such reimbursements shall be retained by City as its property.

The rights established in this Section are not intended to be exclusive of any other right, power or remedy, but each and every such right, power, and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that City will have conveyed the Site to Developer for redevelopment purposes, and not for speculation in undeveloped land.

37 412. Acceptance of Service of Process. In the event that any legal action is commenced by Developer against City, service of process on City shall be made in such manner as provided by law. In the event that any legal action is commenced by City against Developer, service of process on Developer shall be made in such manner as may be provided by law. 413. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other Party.
414. Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.
415. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
500. GENERAL PROVISIONS.
501. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice (“Notice”) which either Party may desire to give to the other Party under this Agreement must be in writing and may be given by any commercially acceptable means to the Party to whom the Notice is directed at the address of the Party as set forth below, or at any other address as that Party may later designate by Notice. All notices or other communications required or permitted to be given pursuant to the provisions of this Agreement shall be in writing and shall be considered as properly given if delivered personally or sent by first class U.S. mail, postage prepaid, except that notice of a Default must be sent by certified mail, postage prepaid, return receipt requested, or by overnight express mail or by commercial courier service, charges prepaid. Notices so sent shall be effective three (3) days after mailing, if mailed by first class mail, and otherwise upon receipt at the addresses set forth below. For purposes of notice, the addresses of the Parties shall be:

To City: City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Attention: Theresa Bass, City Clerk
With copies to: Office of the City Attorney
200 S. Anaheim Blvd., 3rd Floor
Anaheim, CA 92805
Attention: Ryan O. Hodge, Deputy City Attorney
Sergio M. Ramirez, Director of Economic Development
200 South Anaheim Boulevard, 7th Floor
Anaheim, California 92805

38 To Developer: Manchester Lincoln LLC
10900 Firestone Blvd.

Norwalk, CA 90650
Attention: Daniel J. McKenna III
With copy to: ArentFox Schiff LLP
555 South Flower Street, 43rd Floor
Los Angeles, CA 90071
Attention: Aaron H. Jacoby, Esq.

Any Party may change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ notice to the other Party in the manner set forth hereinabove. Developer shall forward to City, without delay, any notices, letters or other communications delivered to Developer which could reasonably affect the ability of Developer to perform its obligations to City under this Agreement.
502. Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement shall be extended, where delays or Defaults are due to: war; insurrection; acts of terrorism; strikes; lockouts; riots; floods; earthquakes; fi res; casualties; acts of God; acts of the public enemy; epidemics; pandemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; adverse weather conditions; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier or other unforeseen construction delays; acts or omissions of the other Party ; acts or failures to act of City, or any other public or governmental agency or entity (except that the acts or failures to act or delay of the Successor Agency or City shall not excuse performance by City). Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause. Times of performance, as referenced in Section 205.4 or the Schedule of Performance (Attachment No. 5 herein), may also be extended (i) by the mutual written agreement of the Director and Developer, (ii) by Developer, with City approval not to be unreasonably conditioned, withheld or delayed, when either the City or Porsche make changes to the Site Plan or related design or construction documents or (iii) by Developer, with City approval not to be unreasonably conditioned, withheld or delayed, when there are decisions made by the City or Porsche that are beyond Developer’s reasonable control. Notwithstanding any provision of this Agreement to the contrary, the lack of funding to complete the Project shall not constitute grounds of enforced delay pursuant to this Section 502.
503. Transfers of Interest in the Site or Agreement.
503.1 Prohibition. The qualifications and identity of Developer are of particular concern to City. Furthermore, the Parties acknowledge that City has negotiated the terms of this Agreement in contemplation of the development and marketing of the Project. Accordingly, for the period commencing upon the date of this Agreement and until the Completion of Construction for the Proj ect, no voluntary or involuntary successor in interest of Developer (other than the

39 assignee of a Permitted Transfer, as defined in Section 5 03.2) shall acquire any rights or powers under this Agreement, nor shall Developer make any total or partial sale, transfer, conveyance, assignment, subdivision, further encumbrance, refinancing or lease of the whole or any part of the Project thereon (other than the assignee of a Permitted Transfer, as defined in Section 5 03.2), nor shall any uses other than the Project be developed thereon, either in addition to or in replacement of the Project on the Site (collectively referred to herein as a “Transfer”), without the prior written approval of City, except as expressly set forth herein. As used herein, the term “Transfer” shall not include the conveyance of any portion of the Site to a public utility or any governmental agency having jurisdiction over the Project, or as otherwise permitted under this Agreement. 503.2 Permitted Transfers or other Conveyances. Notwithstanding any other provision of this Agreement to the contrary, City approval of a Transfer or other conveyance shall not be required in connection with any of the following (“Permitted Transfers”):
(a) Any Transfer to an entity or entities in which (i) Developer or its principal, directly or indirectly, retains ownership or beneficial interest and retains management and control of the Transferee entity or entities.
(b) The conveyance or dedication of any portion of the Site to City or other appropriate governmental agency, or the granting of easements or permits to facilitate construction or operation of the Project.
(c) Any requested assignment for financing purposes permitted pursuant to this Agreement for which approval by City has been obtained, including the grant of a mortgage or deed of trust, or a sale-leaseback to secure funds necessary for the construction and/or acquisition of the Project and the following in connection with such financing as shall have theretofore been approved by City: (i) any Transfer to any person or entity pursuant to foreclosure or deed -in lieu of foreclosure of any such mortgage or deed of trust; (ii) any Transfer of the reversionary interest and estate of the lessor in any sale-leaseback; and (iii) any lease termination by the lessor under the lease in a sale-leaseback due to default of the lessee thereunder. (d) Transfer of the Site after Completion of Construction with respect to the entire Project.
(e) In the event of a Transfer by Developer not requiring City’s prior approval, Developer nevertheless agrees that at least thirty (30) days prior to such Transfer it shall give written notice to City of such Transfer. In the case of a Transfer pursuant to subparagraph (a) above, Developer agrees that at least thirty (30) days prior to such Transfer it shall provide satisfactory evidence that the Transferee has assumed or upon the effective date of Transfer will assume in writing through an assignment and assumption agreement in form reasonably acceptable to City all of the obligations of Developer under this Agreement which remain unperformed as of such Transfer or which arise from and after the date of Transfer. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, the prohibitions in this Section 5 03.2 shall not be deemed to prevent the leasing or pre -leasing of tenant space for occupancy, provided the uses by such tenants comply with the permitted uses under this Agreement.

40 503.3 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of Developer and its successors and assigns, including those acquiring such interest pursuant to a permitted Transfer. Whenever the term “Developer” is used in this Agreement, such term shall include any other permitted successors and assigns, including those acquiring such interest pursuant to a Permitted Transfer, as herein provided. Developer shall be liable for the performance of all of its covenants, obligations and undertakings herein set forth which first accrue during the period of its ownership of the Site. In the event that Developer Transfers all or a portion of the Site in accordance with this Agreement, the transferring Developer shall be released from the obligations of this Agreement first arising subsequent to the effective date of such Transfer with respect to the portion of the Site transferred. 504. Non-Liability of Officials and Employees of City to Developer. No member, official, director, officer, agent, or employee of the Successor Agency or City shall be personally liable to Developer, or any successor in interest, in the event of any Default or breach by City or for any amount which may become due to Developer or its successors, or on any obligations under the terms of this Agreement.
505. Non-Liability of Members or Employees. No member, shareholder, affiliate, officer, partner, director, agent or employee of Developer shall have any personal liability for the performance of Developer’s obligations hereunder.
506. Relationship Between City and Developer. It is hereby acknowledged that the relationship between City and Developer is not that of a partnership or joint venture and that City and Developer shall not be deemed or construed for any purpose to be the agent of the other.

Accordingly, except as expressly provided herein or in the Attachments hereto, City shall have no rights, powers, duties or obligations with respect to the development, operations, maintenance or management of the Project. The Developer agrees to indemnify, hold harmless and defend the City from any claim made against the City arising from a claimed relationship of partnership or joint venture between the City and the Developer with respect to the development, operation, maintenance or management of the Site or the Project, except su ch claims arising from or caused by a representation by the City that such a relationship exists. 507. No Violation of Statutes Relating to Direct Assistance. The Developer represents and warrants that it has not received, nor has the City made any commitment to provide, financial assistance from the City. Moreover, the Developer further represents and warrants to the City and agrees that this Agreement and the accompanying conveyance of the Site will not result, directly or indirectly, in the payment, transfer, diversion, or rebate of any tax revenue resulting from the imposition of a sales and use tax under the Bradley-Burns Uniform Local Sales and Use Tax Law (Part 1.5 (commencing with Section 7200) of Division 2 of the Revenue and Taxation Code) for the benefit of Developer or other person or entity affiliated with the Developer. 508. City Approvals and Actions. City shall maintain authority of this Agreement and the authority to implement this Agreement through the Director (or duly authorized representative). The Director shall have the authority to issue interpretations, extend time limits with the consent of Developer (including the Outside Closing Date), approve Transfers, waive provisions, and/or enter into other amendments of this Agreement and the exhibits thereto on behalf of City so long as such actions do not materially or substantially change the uses or

41 development permitted on the Site, or add to the costs incurred or to be incurred by City as specified herein, and such interpretations, waivers and/or amendments may include extensions of time to perform or other modifications of the Schedule of Performance and, to the extent allowable and consistent with the goals and objectives of City pursuant to this Agreement, and to reasonably accommodate requests of lenders. Any document evidencing the Director’s exercise of authority on behalf of the City set forth in this Section 5 08 shall be subject to approval as to form by the City Attorney. All other material and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of City Council. 509. Integration. This Agreement contains the entire understanding between the Parties relating to the transaction contemplated by this Agreement, notwithstanding any previous negotiations or agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each Party is entering this Agreement based solely upon the representations set forth herein and upon each Party ’s own independent investigation of any and all facts such Party deems material. This Agreement includes Attachment Nos. 1 through 10, each of which are incorporated herein
510. Real Estate Brokerage Commission. City and Developer each represent and warrant to the other that no broker or finder is entitled to any commission or finder’s fee in connection with Developer’s acquisition of the Site from City. The Parties agree to defend and hold harmless the other Party from any claim to any such commission or fee from any broker, agent or finder with respect to this Agreement which is payable by such Party. 511. Attorneys’ Fees. In any action between the Parties to interpret, enforce, reform, modify, or rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing Party in the action shall be entitled, in addition to damages, injunctive relief, or any other relief to which it might be entitled (subject to the limitations set forth in this Agreement), reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys’ fees and expert fees and court costs. 512. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms.

Reference to section numbers are to sections in this Agreement, unless expressly stated otherwise. 513. Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word “including” shall be construed as if followed by the words “without limitation.” This Agreement shall be interpreted as though prepared jointly by both Parties. 514. No Waiver. A waiver by either Party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.

42 515. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party.
516. Severability. If any term, provision, condition or covenant of this Agreement or its application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 517. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term “holiday” shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time.
518. Legal Advice. Each Party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement , promise, statement or representation by or on behalf of the other Party , or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.
519. Time of Essence. Time is expressly made of the essence with respect to the performance by City, Developer of each and every obligation and condition of this Agreement. 520. Cooperation. Each Party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements.
521. Prohibited Interest; Conflicts of Interest. Developer maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Developer, to solicit or secure this Agreement. Further, Developer warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Developer, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. No member, official or employee of City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested.

43 522. Time for Acceptance of Agreement by City. This Agreement, when executed by Developer and delivered to City, must be authorized, executed and delivered by City on or before thirty (30) days after signing and delivery of this Agreement by Developer or this Agreement shall be void, except to the extent that Developer shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. 523. Estoppel Certificate. City agrees that it will issue within thirty (30) days after receipt of request to Developer, or its prospective mortgagee or successor, an estoppel certificate stating to the best of City’s knowledge as of such date:
(a) Whether it knows of any default under this Agreement by Developer, and if there are known defaults, specifying the nature thereof in reasonable detail; (b) Whether this Agreement has been assigned, modified or amended in any way by it and if so, then stating the nature thereof in reasonable detail; (c) Whether this Agreement is in full force and effect; and (d) Such other information as reasonably requested by Developer or its prospective mortgagee or successor.

Developer shall reimburse City for all actual and direct third -party costs incurred by City in connection with the above.

524. Additional Disclosures.
(a) Energy Disclosures. Developer acknowledges that the Site may be subject to Assembly Bill Nos. 1103 and 531, California Public Resources Code Section 25402.10 and similar laws pertaining to the energy efficiency and/or utility usage (the “Energy Laws”).

Developer waives, to the maximum extent allowed by applicable la w, any and all obligations of City to deliver any information or other reporting under the Energy Laws whether such failure occurs prior to execution and delivery of this Agreement or prior to the Closing. This provision shall survive the Closing.
(b) Natural Hazard Disclosure. As used herein, the term “Act” shall mean the Natural Hazard Disclosure Act, California Government Code Sections 8589.3, 8589.4 and 51183.5, and California Public Resources Code Sections 2621.9, 2694 and 4136, and any successor statutes or laws. Developer hereby acknowledges and agrees that (a) City has retained, or shall retain, the services of a third party company to examine the maps and other information made available to the public by government agencies for the purpose of enabling City to fulfill its disclosure obligations with respect to the Act and to prepare the written report of the result of its examination (the “Hazard Report”), (b) City has provided, or shall provide, Developer with a natural hazard disclosure statement (the “Disclosure Statement”) in a form required by the Act, (c) the Hazard Report fully and completely discharges City from its disclosure obligations under the Act and under California Civil Code Sections 1102 through 1102.17 and all other laws, (d) the matters set forth in the Disclosure Statement or Report may change on or prior to the Closing and that City has no obligation to update, modify or supplement the Disclosure Statement or Report,

44 and (e) City shall have no right to terminate this Agreement based upon the matters contained in the Hazard Report and/or the Disclosure Statement.
(c) California Health and Safety Code Section 25359.7 Disclosure.

California Health and Safety Code Section 25359.7 requires owners of nonresidential property who know or have reasonable cause to believe that a release of a hazardous material has come to be located on or beneath property to provide written notice of that condition to a buyer of said property. Developer and City acknowledge that, among other things, all or a portion of the Site may contain Hazardous Materials in, on, under or about the Site. By Developer’s execution of this Agreement, Developer (a) acknowledges Developer’s receipt of the foregoing disclosure and notice given pursuant to Section 25359.7 of the California Health and Safety Code, (b) is fully aware of the condition of the Site, and (c) after receiving advice of Developer’s legal counsel, waives any and all rights or remedies whatsoever, express, implied, statutory or by operation of law, Developer may have against City arising under Section 25359.7 of the California Health and Safety Code and/or with respect to the condition of the Site, and/or to terminate this Agreement as a result thereof. This provision shall survive the Closing. Nothing in this Section 524(c) is intended to abrogate Developer’s right to terminate Escrow and this Agreement after conducting Developer’s Due Diligence as provided by Section 204.4(c) hereof. [Signature block on next page]

45 IN WITNESS WHEREOF, the Parties hereto have signed this Agreement as of the respective dates set forth below.

“CITY”

CITY OF ANAHEIM,
a California municipal corporation and charter city

Dated: , 2025 By:

Sergio M. Ramirez
Director of Economic Development

THERESA BASS, CMC, CITY CLERK

City Clerk

APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

Ryan O. Hodge
Deputy City Attorney

APPROVED AS TO FORM:

Leibold McClendon & Mann
Special Counsel

“DEVELOPER”

MANCHESTER LINCOLN LLC, a Delaware
limited liability company

Dated: , 2025
By:

Daniel J. McKenna III
Its: Manager

Attachment No. 1 – Page 1
ATTACHMENT NO. 1

LEGAL DESCRIPTION
[Attached]
Note regarding Legal Description: The attachment has been provided by Chicago Title Insurance Company. The company has provided the attached description as an accommodation for the purpose of preparing a preliminary title report but this description should not be relied upon for purposes of conveying the project site. In connection with the Land Use Approvals, a Parcel Map will be considered for approval and will form the basis for an updated legal description appropriate for conveyance of the project site.

EXHIBIT A
Legal Description
CLTA Preliminary Report Form (02/03/2023) Printed: 02.12.25 @ 02:53 PM

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL 1: (034-070-48)

THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THE SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 9;
THENCE NORTH 0° 43’ 06” WEST 157.60 FEET ALONG THE WEST LINE OF THE SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, SAID WEST LINE BEING THE CENTERLINE OF LOARA STREET; THENCE NORTH 891 16’ 54” EAST 20.00 FEET TO THE TRUE POINT OF BEGINNING, SAID TRUE POINT OF BEGINNING BEING A POINT IN THE EAST LINE OF SAID LOARA STREET; THENCE NORTH 89° 16’ 54” EAST 160.00 FEET;
THENCE SOUTH 0° 43’ 06” EAST 107.20 FEET ALONG A LINE PARALLEL TO THE CENTERLINE OF SAID LOARA

STREET TO A POINT IN THE NORTHEASTERLY LINE OF THE SOUTHERN PACIFIC RAILWAY RIGHT OF WAY 100.00 FEET WIDE, AS DESCRIBED IN THE DEED TO CONTRACT AND FINANCE COMPANY RECORDED OCTOBER 7, 1874 IN BOOK 31, PAGE 377 OF DEEDS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE NORTH 57° 12’ 16” WEST 191.91 FEET ALONG THE SAID NORTHEASTERLY RIGHT OF WAY LINE TO A POINT IN THE SAID EASTERLY LINE OF LOARA STREET;
THENCE NORTH 0° 43’ 06” WEST 1.25 FEET ALONG THE SAID EAST LINE OF LOARA STREET TO THE TRUE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE STATE OF CALIFORNIA RECORDED APRIL 10, 1956 IN BOOK 3468, PAGE 19 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY.

ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES, EXCEPT WATER, LYING NOT LESS THAN 100 FEET BELOW THE SURFACE OF SAID LAND WITHOUT THE RIGHT OF ENTRY, AS RESERVED IN THE DEED FROM SANTA FE LAND COMPANY RECORDED APRIL 17, 1948 IN BOOK 1752, PAGE 45 OF OFFICIAL RECORDS.

PARCEL 2: (034-070-83)
DD200641-01-01
THAT PORTION OF STATE PARCELS NUMBER 200641-1 CONVEYED TO THE STATE OF CALIFORNIA IN THAT CERTAIN GRANT DEED RECORDED DECEMBER 29, 1993 AS INSTRUMENT NO. 1993-0909905 OF OFFICIAL

RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, AND THAT PORTION OF STATE PARCEL NUMBER 200646-1 CONVEYED TO THE STATE OF CALIFORNIA IN THAT CERTAIN GRANT DEED RECORDED OCTOBER 12, 1994 AS INSTRUMENT NO. 1994-0606854 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER CONTAINED WITHIN THE FOLLOWING DESCRIBED PARCEL OF LAND:

THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS AND ON A MAP RECORDED IN BOOK 2, PAGE 22

EXHIBIT A
Legal Description
CLTA Preliminary Report Form (02/03/2023) Printed: 02.12.25 @ 02:53 PM

OF RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE SOUTH LINE OF SAID SECTION 9, AS SHOWN ON SAID

MISCELLANEOUS MAPS AND THE CENTERLINE OF LOARA STREET, AS SHOWN ON SAID RECORD OF SURVEY;
THENCE NORTHERLY ALONG THE CENTERLINE OF LOARA STREET, NORTH 00° 20’ 28” EAST 76.01 FEET TO

THE WESTERLY EXTENSION OF THE NORTH LINE OF THE LAND GRANTED TO THE STATE OF CALIFORNIA BY A DEED RECORDED AUGUST 28, 1956 IN BOOK 3625, PAGE 536 OF OFFICIAL RECORDS OF SAID COUNTY;

THENCE LEAVING SAID CENTERLINE AND ALONG SAID WESTERLY EXTENSION OF THE NORTH LINE OF SAID LAND GRANTED TO THE STATE, SOUTH 88° 51’ 55” EAST, 180.02 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG THE FOLLOWING COURSES:
1) ALONG SAID NORTH LINE SOUTH 88° 51’ 55” EAST, 1.18 FEET; THENCE 2) LEAVING SAID NORTH LINE NORTH 88° 03’ 59” EAST, 90.07 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1557.00 FEET, A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS NORTH 1° 19’ 16” EAST; THENCE
3) EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 2° 48’ 36”, AN ARC DISTANCE OF 75.46

FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF

54.00 FEET; THENCE
4) EASTERLY AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 83° 55’ 03”, AN ARC DISTANCE OF 79.09 FEET; THENCE
5) TANGENT TO SAID CURVE NORTH 10° 10’ 49” EAST 21.74 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 157.00 FEET; THENCE 6) NORTHERLY AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 87° 22’ 02”, AN ARC DISTANCE OF 239.40 FEET; THENCE
7) TANGENT TO SAID CURVE, NORTH 77° 11’ 12” WEST, 88.32 FEET TO THE EAST LINE OF THE LAND DESCRIBED IN PARCEL 1 OF THAT CERTAIN DEED RECORDED NOVEMBER 16, 1989 AS INSTRUMENT NO. 89-618385 OF SAID OFFICIAL RECORDS; THENCE
8) SOUTHERLY ALONG THE EAST LINE OF PARCEL 1 AND PARCEL 2 OF SAID INSTRUMENT NO. 1989-618385, SOUTH 0° 20’ 28” WEST, 152.15 FEET TO THE SOUTH LINE OF SAID PARCEL 2; THENCE WESTERLY ALONG SAID SOUTH LINE THE FOLLOWING COURSES:
9) SOUTH 86° 32’ 23” WEST, 25.07 FEET; THENCE
10) SOUTH 83° 09’ 21” WEST, 25.20 FEET; THENCE
11) SOUTH 82° 15’ 19” WEST, 25.25 FEET; THENCE
12) SOUTH 83° 52’ 44” WEST, 25.06 FEET; THENCE
13) SOUTH 87° 53’ 12” WEST, 25.02 FEET; THENCE
14) NORTH 89° 12’ 10” WEST, 25.00 FEET; THENCE

EXHIBIT A
Legal Description
CLTA Preliminary Report Form (02/03/2023) Printed: 02.12.25 @ 02:53 PM

15) NORTH 86° 34’ 17” WEST, 25.04 FEET; THENCE
16) NORTH 83° 17’ 40” WEST, 25.23 FEET TO THE CENTERLINE OF SAID LOARA STREET; THENCE 17) SOUTHERLY ALONG SAID CENTERLINE, SOUTH 0° 20’ 28” WEST 9.72 FEET TO THE NORTHEASTERLY LINE OF THE SOUTHERN PACIFIC RAILWAY, 100 FEET WIDE, AS PER DEED RECORDED IN BOOK 31, PAGE 377 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA; THENCE 18) SOUTHERLY ALONG SAID NORTHEASTERLY LINE, SOUTH 56° 07’ 55” EAST, 23.99 FEET TO THE EASTERLY LINE OF SAID LOARA STREET; THENCE
19) NORTHERLY ALONG SAID EASTERLY LINE NORTH 0° 20’ 28” EAST, 1.41 FEET TO THE NORTH LINE OF THE LAND DESCRIBED IN DEED RECORDED JULY 31, 1987 AS INSTRUMENT NO. 87-435767 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE
20) EASTERLY ALONG SAID NORTH LINE OF SAID INSTRUMENT NO. 87-435767, SOUTH 89° 39’ 32” EAST, 160.00 FEET TO THE EAST LINE OF SAID INSTRUMENT NO. 87-435767; THENCE 21) SOUTHERLY ALONG SAID EAST LINE SOUTH 0° 20’ 28” WEST 84.10 FEET TO THE TRUE POINT OF BEGINNING.

THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTIONS ARE ON THE CALIFORNIA COORDINATE SYSTEM OF 1927, ZONE 6. MULTIPLY ALL DISTANCES USED IN THE ABOVE DESCRIPTIONS BY

1.00002052 TO OBTAIN GROUND LEVEL DISTANCES.

TOGETHER WITH THAT PORTION OF MANCHESTER AVENUE AS VACATED BY RESOLUTION NO. 2004-229 RECORDED FEBRUARY 8, 2005 AS INSTRUMENT NO. 2005-000097496 OF OFFICIAL RECORDS THAT WOULD PASS BY OPERATION OF LAW AND AS CONVEYED IN THE DOCUMENT RECORDED FEBRUARY 8, 2005 AS INSTRUMENT NO. 2005-000099620 OF OFFICIAL RECORDS.

PARCEL 3: (034-070-77)
THAT PORTION OF STATE PARCEL NUMBER 200646-1 CONVEYED TO THE STATE OF CALIFORNIA IN THAT CERTAIN GRANT DEED RECORDED OCTOBER 12, 1994 AS INSTRUMENT NO. 94-0606854 OF OFFICIAL

RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, AND THAT PORTION OF STATE PARCEL NUMBER 2000011 RECORDED JUNE 24, 1994 AS INSTRUMENT NO. 94-0420008 OF OFFICIAL RECORDS IN THE OFFICE OF SAID COUNTY RECORDER, DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE SOUTH LINE OF SECTION 9, TOWNSHIP 4 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN IN A MAP FILED IN BOOK 51, PAGE 10 OF

MISCELLANEOUS MAPS AND THE CENTERLINE OF LOARA STREET AS SHOWN ON A MAP RECORDED IN BOOK 20, PAGE 22 OF RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER; THENCE NORTHERLY ALONG THE CENTERLINE OF SAID LOARA STREET NORTH 0° 20’ 28” EAST, 76.01 FEET

TO THE WESTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF THE LAND GRANTED TO THE STATE OF CALIFORNIA RECORDED AUGUST 28, 1956 IN BOOK 3625, PAGE 536 OF OFFICIAL RECORDS OF SAID COUNTY;
THENCE LEAVING SAID CENTERLINE ALONG SAID PROLONGATION AND NORTHERLY LINE, SOUTH 88° 51’ 55” EAST 181.20 FEET;
THENCE LEAVING SAID NORTHERLY LINE, NORTH 88° 03’ 59” EAST 90.07 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1557.00 FEET, A RADIAL LINE OF SAID CURVE TO SAID BEGINNING POINT BEARS NORTH 01° 19’ 16” EAST;

EXHIBIT A
Legal Description
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THENCE EASTERLY ALONG SAID CURVE 75.46 FEET, THROUGH A CENTRAL ANGLE OF 2° 46’ 36” TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 54.00 FEET; THENCE EASTERLY AND NORTHEASTERLY ALONG SAID CURVE 79.09 FEET, THROUGH A CENTRAL ANGLE OF 83° 55’ 03”;
THENCE NORTH 10° 10’ 49” EAST, 21.74 FEET ALONG A COURSE HEREINAFTER REFERRED TO AS LINE “A”; THENCE SOUTH 79° 49’ 11” EAST, 52.00 FEET TO A POINT IN A LINE PARALLEL WITH AND 52.00 FEET EASTERLY OF SAID LINE “A”, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 203.76 FEET AND TO WHICH POINT A RADIAL LINE OF SAID CURVE BEARS SOUTH 79° 49’ 11” EAST, SAID POINT ALSO BEING THE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE NORTHERLY AND NORTHWESTERLY ALONG SAID CURVE 213.40 FEET, THROUGH A CENTRAL ANGLE OF 60° 00’ 21”;
THENCE SOUTH 77° 09’ 51” EAST 118.08 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 135.00 FEET;
THENCE SOUTHEASTERLY ALONG SAID CURVE 163.46 FEET, THROUGH A CENTRAL ANGLE OF 69° 22’ 25”; THENCE SOUTH 71 47’ 26” EAST, 86.83 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 48.00 FEET;
THENCE SOUTHWESTERLY ALONG SAID CURVE 92.09 FEET, THROUGH A CENTRAL ANGLE OF 109° 55’ 18’, TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1557.00 FEET, SAID CURVE ALSO BEING THAT HEREINABOVE DESCRIBED CURVE HAVING A RADIUS OF 1557.00 FEET; THENCE WESTERLY ALONG SAID CURVE 64.34 FEET, THROUGH A CENTRAL ANGLE OF 2° 22’ 03” TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 53.00 FEET, SAID

CURVE ALSO BEING TANGENT AT ITS NORTHERLY TERMINUS TO THE HEREINABOVE DESCRIBED LINE PARALLEL WITH LINE “A”;
THENCE NORTHWESTERLY AND NORTHERLY ALONG SAID CURVE 83.64 FEET THROUGH A CENTRAL ANGLE OF 90° 24’ 59” TO SAID PARALLEL LINE;
THENCE ALONG SAID PARALLEL LINE NORTH 10° 10’ 49” EAST 13.72 FEET TO THE POINT OF BEGINNING.

THE BEARINGS AND DISTANCES USED IN THE ABOVE DESCRIPTION ARE ON THE CALIFORNIA COORDINATE SYSTEM OF 1927, ZONE 6, MULTIPLY ALL DISTANCES USED IN THE ABOVE DESCRIPTION BY 1.00002052 TO OBTAIN GROUND LEVEL DISTANCES.

TOGETHER WITH THAT PORTION OF MANCHESTER AVENUE AS VACATED BY RESOLUTION NO. 2004-229 RECORDED FEBRUARY 8, 2005 AS INSTRUMENT NO. 2005-000097496 OF OFFICIAL RECORDS THAT WOULD PASS BY OPERATION OF LAW AND AS CONVEYED IN THE DOCUMENT RECORDED FEBRUARY 8, 2005 AS INSTRUMENT NO. 2005-000099620 OF OFFICIAL RECORDS.

PARCEL 4: (034-070-84; 034-070-85)
THAT PORTION OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS AND ON A MAP RECORDED IN BOOK 20, PAGE 22 OF RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, DESCRIBED IN PARCELS AS FOLLOWS:

EXHIBIT A
Legal Description
CLTA Preliminary Report Form (02/03/2023) Printed: 02.12.25 @ 02:53 PM

PARCEL A:

COMMENCING AT THE SOUTHWEST CORNER OF SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9;
THENCE NORTH 0° 20’ 27” EAST 220.00 FEET ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9 TO A POINT HEREINAFTER REFERRED TO AS POINT “A”;

THENCE CONTINUING ALONG SAID WEST LINE, SAID WEST LINE ALSO BEING THE CENTERLINE OF LOARA STREET, AS SHOWN ON SAID RECORD OF SURVEY RECORDED IN BOOK 20, PAGE 22 OF RECORDS OF SURVEY, IN THE OFFICE OF SAID COUNTY RECORDER, NORTH 0° 20’ 27” EAST 198.11 FEET TO THE

CENTERLINE OF MANCHESTER AVENUE, AS DESCRIBED IN THAT CERTAIN DEED TO THE STATE OF CALIFORNIA RECORDED JANUARY 17, 1935 IN BOOK 724, PAGE 350 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER;
THENCE LEAVING SAID WEST LINE, SOUTH 78° 39’ 33” EAST 20.37 FEET ALONG SAID CENTERLINE OF MANCHESTER AVENUE TO A LINE BEING PARALLEL WITH AND 20.00 FEET EASTERLY OF SAID WEST LINE, SAID POINT BEING THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 20’ 27” EAST 18.67 FEET ALONG SAID PARALLEL LINE AND ITS NORTHERLY PROLONGATION TO THE NORTHERLY RIGHT OF WAY LINE AS SHOWN ON STATE RIGHT OF WAY MAP I-5 WIDENING SEGMENT “C”, SHEET C05;

THENCE LEAVING SAID WEST LINE ALONG SAID NORTHERLY RIGHT OF WAY LINE, THE FOLLOWING COURSES:

SOUTH 72° 24’ 09” EAST 27.15 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 976.00 FEET,
SOUTHEASTERLY 8°.50 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 4° 47’ 04”; SOUTH 77° 11’ 13” EAST 181.04 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 203.76 FEET; AND
SOUTHEASTERLY 97.30 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 27° 21’ 41” TO THE WESTERLY TERMINUS OF THAT CERTAIN COURSE OF THE LAND DESCRIBED AS PARCEL DD 200011-01-01 IN THE DIRECTOR’S DEED RECORDED OCTOBER 8, 2003 AS INSTRUMENT NO. 2003-001238213 OF OFFICIAL RECORDS, AS HAVING A BEARING AND DISTANCE OF “SOUTH 77° 09’ 51” EAST 118.08 FEET”; THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE SOUTH 77° 09’ 51” EAST 118.08 FEET ALONG SAID LINE TO THE BEGINNING OF A CURVE DESCRIBED IN SAID INSTRUMENT NO. 2003-001238213 OF OFFICIAL RECORDS AS BEING CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 135.00 FEET, A LENGTH OF 163.46 FEET, AND A CENTRAL ANGLE OF 69° 22’ 25”;
THENCE SOUTHEASTERLY 124.32 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 52° 45’ 47” TO THE NORTHEASTERLY CORNER OF SAID PARCEL DD 200011-01-01, SAID POINT BEING A NON-TANGENT POINT OF CUSP WITH A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 960.00 FEET, A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS NORTH 271 45’ 33” EAST;

THENCE ALONG THE NORTHERLY, SOUTHWESTERLY, WESTERLY, AND SOUTHERLY LINES OF SAID PARCEL DD 200011-01-01, THE FOLLOWING COURSES:

EXHIBIT A
Legal Description
CLTA Preliminary Report Form (02/03/2023) Printed: 02.12.25 @ 02:53 PM

NORTHWESTERLY 193.78 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11° 33’ 55” TO A POINT OF CUSP WITH A NON-TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 203.76 FEET, A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS NORTH 51° 48’ 13” EAST; SOUTHEASTERLY AND SOUTHERLY 172.04 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 48° 22’ 36”, SOUTH 10° 10’ 49” WEST 13.69 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 53.00 FEET;
SOUTHERLY AND SOUTHEASTERLY 53.11 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 57° 24’ 40”, AND NON-TANGENT SOUTH 88° 51’ 55” EAST 141.73 FEET TO THE SOUTHEAST CORNER OF SAID PARCEL DD-200011-01-01, SAID POINT BEING A POINT OF CUSP WITH A NON-TANGENT CURVED DESCRIBED IN SAID INSTRUMENT NO. 2003-001238213 OF OFFICIAL RECORDS AS BEING CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 48.00 FEET, A LENGTH OF 92.09 FEET AND A CENTRAL ANGLE OF 109° 55’ 18”, A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS SOUTH 59° 43’ 48” EAST; THENCE LEAVING SAID SOUTHERLY LINE SOUTHWESTERLY 60.02 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 71° 51’ 34” TO THE BEGINNING OF A REVERSE CURVE DESCRIBED IN SAID INSTRUMENT NO. 2003-001238213 OF OFFICIAL RECORDS AS BEING CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1557.00 FEET, A LENGTH OF 64.34 FEET, AND A CENTRAL ANGLE OF 2° 22’ 03”; THENCE WESTERLY 64.33 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 2° 22’ 02” TO THE WESTERLY TERMINUS OF SAID CURVE AS DESCRIBED IN SAID INSTRUMENT NO. 2003001238213 OF OFFICIAL RECORDS;
THENCE CONTINUING WESTERLY 111.78 FEET ALONG SAID CURVE AS DESCRIBED IN SAID INSTRUMENT NO. 2003-001238213 OF OFFICIAL RECORDS;
THENCE CONTINUING WESTERLY 111.78 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 4° 06’ 48”;
THENCE NON-TANGENT NORTH 88° 51’ 55” WEST 1.09 FEET TO A LINE CONCENTRIC WITH AND 60.00 FEET

NORTHERLY OF THAT CERTAIN CURVE IN THE CENTERLINE OF LINCOLN AVENUE SHOWN ON SAID STATE RIGHT OF WAY MAP I-5 WIDENING SEGMENT “C”, SHEET C05, AS HAVING A RADIUS OF 1500.00 FEET, A LENGTH OF 289.97 FEET, AND A CENTRAL ANGLE OF 11° 04’ 34”, SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 1560.00 FEET, A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS NORTH 6° 33’ 52” EAST;
THENCE WESTERLY 34.03 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1° 15’ 00” TO THE SOUTHERLY LINE OF THE LAND DESCRIBED AS PARCEL DD 200641-01-01 OF THAT CERTAIN DIRECTOR’S DEED RECORDED JANUARY 15, 2004 AS INSTRUMENT NO. 2004-000033747 OF OFFICIAL RECORDS, SAID

POINT BEING A POINT OF CUSP WITH A NON-TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 54.00 FEET, A RADIAL LINE OF SAID CURVE TO SAID POINT BEARS SOUTH 3° 26’ 33” EAST;

THENCE LEAVING SAID CONCENTRIC CURVE ALONG SAID SOUTHEASTERLY, EASTERLY, NORTHEASTERLY, NORTHERLY, AND WESTERLY LINES OF SAID PARCEL DD 200641-01-01, THE FOLLOWING COURSES:

NORTHEASTERLY 71.98 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 76° 22’ 38”, NORTH 10° 10’ 49” EAST, 21.73 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 157.00 FEET;
NORTHWESTERLY 239.40 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 87° 22’ 02”, NORTH 77° 11’ 13” WEST 88.28 FEET; AND
SOUTH 0° 20’ 27” WEST 5.75 FEET TO THE SOUTHERLY LINE OF THE LAND AS DESCRIBED IN THAT CERTAIN DEED TO THE CITY OF ANAHEIM RECORDED JULY 3, 1968 IN BOOK 8650, PAGE 98 OF OFFICIAL RECORDS;

EXHIBIT A
Legal Description
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THENCE LEAVING SAID WESTERLY LINE ALONG THE SOUTHERLY AND WESTERLY LINES OF LAST SAID DEED, THE FOLLOWING COURSES:

NORTH 78° 39’ 33” WEST 112.06 FEET; AND
NORTH 0° 20’ 27” EAST 5.09 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF MANCHESTER AVENUE, AS CONVEYED TO THE STATE OF CALIFORNIA BY SAID DEED RECORDED JANUARY 17, 1935 IN BOOK 724, PAGE 350 OF OFFICIAL RECORDS;
THENCE NORTH 78° 39’ 33” WEST 15.31 FEET ALONG SAID SOUTHERLY RIGHT OF WAY LINE TO THE

GENERAL SOUTHEASTERLY LINE OF THE LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED FEBRUARY 1, 1950 IN BOOK 1962, PAGE 266 OF SAID OFFICIAL RECORDS; THENCE ALONG SAID GENERAL SOUTHEASTERLY LINE, THE FOLLOWING COURSES:

SOUTH 87° 50’ 34” WEST 28.53 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 20.00 FEET;
SOUTHWESTERLY 26.53 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 76° 00’ 00”; AND SOUTH 11° 50’ 34” WEST 38.83 FEET TO SAID LINE BEING PARALLEL WITH AND 20.00 FEET EASTERLY OF SAID WEST LINE;
THENCE LEAVING SAID GENERAL SOUTHEASTERLY LINE NORTH 0° 20’ 27” EAST 106.72 FEET ALONG SAID

PARALLEL LINE TO THE TRUE POINT OF BEGINNING LYING WITHIN ORANGE COUNTY TRANSIT AUTHORITY PARCELS 200641-1 AND 200646-1 SHOWN ON DOCUMENT RECORDED NOVEMBER 10, 2004 AS INSTRUMENT NO. 2004-1010853 OF OFFICIAL RECORDS.

PARCEL 5:

PARCELS A AND C, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED IN RESOLUTION NO. 2004-229 AND ABANDONMENT NO. 2004-00097 PER DOCUMENT RECORDED FEBRUARY 8, 2005 AS INSTRUMENT NO. 2005-000097496 OF OFFICIAL RECORDS IN OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM ALL THAT PORTION OF LAND DESCRIBED AS FOLLOWS:

THOSE PORTIONS OF PARCELS A AND C, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED IN RESOLUTION NO. 2004-229 (ABANDONMENT NO. 2004-00097) PER DOCUMENT RECORDED FEBRUARY 8, 2005 AS INSTRUMENT NO. 2005-000097496 OF OFFICIAL RECORDS IN OFFICE OF

THE COUNTY RECORDER OF SAID COUNTY, LYING WITHIN THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 4 SOUTH, RANGE 10 WEST, IN THE RANCHO SAN JUAN CAJON DE SANTA ANA AS SHOWN ON A MAP FILED IN BOOK 51, PAGE 10 OF MISCELLANEOUS MAPS AND ON A MAP RECORDED IN BOOK 20, PAGE 22 OF RECORDS OF SURVEY, BOTH IN THE OFFICE OF THE COUNTY RECORDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE EASTERLY LINE OF THE WESTERLY 200 FEET OF SAID SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 9 AS DESCRIBED IN PARCEL 1 OF QUITCLAIM DEED RECORDED JULY 13, 2016, AS INSTRUMENT NO. 2016-000318979 OF OFFICIAL RECORDS IN

SAID OFFICE OF THE COUNTY RECORDER AND THE CENTERLINE OF MANCHESTER COURT AS SHOWN ON CALTRANS RELINQUISHMENT MAP NO. R120014 FILED IN STATE HIGHWAY BOOK 13, PAGES 38 AND 39 IN AMENDED RESOLUTION RECORDED FEBRUARY 8, 2005 AS INSTRUMENT NO. 2005-000097773 OF OFFICIAL RECORDS IN SAID OFFICE OF THE COUNTY RECORDER;

EXHIBIT A
Legal Description
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THENCE ALONG THE SAID EASTERLY LINE OF THE WESTERLY 200 FEET SOUTH 00° 20' 38" WEST 29.33 FEET TO THE GENERAL SOUTHERLY LINE OF SAID PARCEL A (ABANDONMENT NO. 2004-00097); THENCE ALONG SAID GENERAL SOUTHERLY LINE PARCEL A THROUGH THE FOLLOWING COURSES:

NORTH 78° 39' 22" WEST, 112.27 FEET;
THENCE NORTH 00° 20' 38" EAST, 5.09 FEET;
THENCE NORTH 78° 39' 22" WEST, 15.31 FEET;
THENCE SOUTH 87° 50' 45" WEST, 28.53 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 20.00 FEET;
THENCE SOUTHWESTERLY ALONG SAID CURVE AN ARC LENGTH OF 26.53 FEET THROUGH A CENTRAL ANGLE OF 76° 00' 00";
THENCE SOUTH 11° 50' 45" WEST, 38.83 FEET TO A LINE PARALLEL WITH AND 20 FEET EASTERLY OF SAID

WESTERLY LINE OF THE SOUTHEAST QUARTER OF SOUTHWEST QUARTER, ALSO BEING THE WESTERLY LINE OF SAID PARCEL A;
THENCE ALONG SAID PARALLEL LINE AND WESTERLY LINE OF PARCEL A NORTH 00° 20' 38" EAST, 100.30 FEET TO SAID CENTERLINE OF MANCHESTER COURT;

THENCE CONTINUING ALONG SAID CENTERLINE OF MANCHESTER COURT THROUGH THE FOLLOWING COURSES:

SOUTH 72° 24' 08" EAST, 19.79 FEET TO THE BEGINNING OF A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 1,000.00 FEET;
THENCE EASTERLY ALONG SAID CURVE AN ARC LENGTH OF 83.51 FEET THROUGH A CENTRAL ANGLE OF 04° 47' 04";
THENCE SOUTH 77° 11' 12" EAST, 82.56 FEET TO THE POINT OF BEGINNING.

NOTE: THIS COMPANY HAS PROVIDED SAID DESCRIPTION AS AN ACCOMMODATION OF R THE PURPOSE OF FACILITATING THIS REPORT. SAID DESCRIPTION MAY NOT BE AN INSURABLE PARCEL PURSUANT TO

THE SUBDIVISION MAP ACT OF THE STATE OF CALIFORNIA AND SHOULD NOT BE RELIED UPON TO CONVEY OR ENCUMBER SAID LAND, UNTIL APPROVED BY THE APPROPRIATE GOVERNING AGENCY.

Attachment No. 2 – Page 1
ATTACHMENT NO. 2

SITE MAP

Attachment No. 3 - Page 1
ATTACHMENT NO. 3

BASIC CONCEPT DRAWINGS
[Attached]

Sheet Number:

Project Number:

Project Name:

Client:

Copyright (c) 2025 Praxis3, LLC
All reports, plans, specifications, computer files, field data, notes and other documents and instruments prepared by Praxis3 shall retain all common law, statutory and other reserved rights, including copyright thereto.

This drawing may not be reproduced in whole or in part without written permission of Praxis3. It is to be returned upon request. Scales as stated are valid on the original drawings.
100 Peachtree St NW
Suite 1450
Atlanta, GA 30303
NOT

RELEASED FOR

CONSTRUCTION OR
PERMIT
Sheet Title:
404-875-4500 tel
www.praxis3.com
P 3RAXIS
Key Plan:
3/5/2025 11:17:45 AM
A001
Cover
24180
McKenna Auto
Group
Porsche Anaheim
1501-1551 W Lincoln Ave, Anaheim, CA
92801
Template Address
Porsche Anaheim
Anaheim, CA FEB 25, 2025 - City Review
Sheet Index
SHEET # SHEET NAME
A001 Cover
A100 Site Plan
A200 Floor Plan - Basement
A201 Floor Plan - First Floor
A202 Floor Plan - Second Floor
A203 Floor Plan - Third Floor
A204 Floor Plan - 4th Floor (Roof)
A400 Elevations
A402 Axon
A403 Exterior View
Rev Date Comments

Sheet Number:

Project Number:

Project Name:

Client:

Copyright (c) 2025 Praxis3, LLC
All reports, plans, specifications, computer files, field data, notes and other documents and instruments prepared by Praxis3 shall retain all common law, statutory and other reserved rights, including copyright thereto.

This drawing may not be reproduced in whole or in part without written permission of Praxis3. It is to be returned upon request. Scales as stated are valid on the original drawings.
100 Peachtree St NW
Suite 1450
Atlanta, GA 30303
NOT

RELEASED FOR

CONSTRUCTION OR
PERMIT
Sheet Title:
404-875-4500 tel
www.praxis3.com
P 3RAXIS
Key Plan:
3/5/2025 11:17:25 AM
A403
Exterior View
24180
McKenna Auto
Group
Porsche Anaheim
1501-1551 W Lincoln Ave, Anaheim, CA
92801
Template Address
Rev Date Comments

SANTA ANA FREEWAY (INTERSTATE 5)

N MANCHESTER AVE

LINCOLN AVE

N LOARA ST
FREEW

AY EXIT
10 CUSTOMER
6 CUSTOMER
5 CUSTOM
ER
6 CUSTOMER
10 EMPLOYEE
14 EMPLOYEE
12 SERVICE
R 26' - 0"
26'-0"
23'-1"
29'-8"

ADJACENT LOT (NOT IN SCOPE)

PYLON SIGN

SLIDING GATE,
TRUCK ACCESS ONLY (2) AC CHARGER KIOSKS
(5) AC CHARGER KIOSKS
(2) DC CHARGER KIOSKS

DUMPSTER ENCLOSURE

PARTS RECLAIM ENCLOSURE
TIRE

CAROUSEL

KNOX BOX
GRILLE
GRILLE
14' CLEAR HEIGHT

PYLON SIGN

USED TIRE STORAGE
8' TALL

DECORATIVE FENCE
RISER
ROOM

FIXED FENCE

SLIDING
GATE

SLIDING
GATE
8' HIGH SCREEN WALL
VARIANCE REQUESTED:

REDUCTION OF SETBACK TO
3' EDGE OF 3 PARKING SPACE
10' SETBACK, TYP AT ALL

PROPERTY BOUNDARIES
VARIANCE REQUESTED:

REDUCTION OF 0' SETBACK
TO ACCOMODATE 26' WIDE

FIRE LANE AT CORNER OF

BUILDING
VARIANCE REQUESTED:

REDUCTION OF SETBACK TO
3' EDGE OF 4 PARKING SPACE

EXISTING

EMBANKMENT

EXISTING EMBANKMENT
VARIANCE REQUESTED:

REDUCTION OF 0' SETBACK TO

ACCOMODATE ACCESS

DC CHARGE BOX
VARIANCE REQUESTED:

REDUCTION OF 8' SETBACK
TO ACCOMODATE 26' WIDE

FIRE LANE
60'-0"
60'-0" LINCOLN

AVE CENTERLINE

SETBACK
2 FLATBED VEHICLE PARKING
26'-0"
26'-0"
26'-0"
Sheet Number:

Project Number:

Project Name:

Client:

Copyright (c) 2025 Praxis3, LLC
All reports, plans, specifications, computer files, field data, notes and other documents and instruments prepared by Praxis3 shall retain all common law, statutory and other reserved rights, including copyright thereto.

This drawing may not be reproduced in whole or in part without written permission of Praxis3. It is to be returned upon request. Scales as stated are valid on the original drawings.
100 Peachtree St NW
Suite 1450
Atlanta, GA 30303
NOT

RELEASED FOR

CONSTRUCTION OR
PERMIT
Sheet Title:
404-875-4500 tel
www.praxis3.com
P 3RAXIS
Key Plan:
3/5/2025 11:29:51 AM
A100
Site Plan
24180
McKenna Auto
Group
Porsche Anaheim
1501-1551 W Lincoln Ave, Anaheim, CA
92801
Template Address
0' 10' 20' 40' 80'
SCALE: 1" = 20'-0"

PROJECT
NORTH
TRUE
NORTH

PARKING COUNT
SITE 55
BASEMENT 0
SECOND FLOOR 69
THIRD FLOOR 111
FOURTH FLOOR 151
TOTAL PARKING 386
NOTE:
111 SPACES PER TYPICAL LEVEL

OF PARKING DECK ADDED

BUILDING AREA
BASEMENT 49,754 SF
FIRST FLOOR 41,972 SF
SECOND FLOOR 52,008 SF
THIRD FLOOR 40,231 SF
FOURTH FLOOR 40,144 SF
TOTAL AREA 224,109 SF
NOTE:

RAMP AREA INCLUDED IN BASEMENT,
SECOND,THIRD & FOURTH FLOORS.

Rev Date Comments
1st Floor
0"
2nd Floor
18'-0"
4th Floor
45'-0"
3rd Floor
33'-0"
T/Stair
55'-0"
CN-4

GLASS SECTIONAL DOOR,
RAL 7021

HM DOOR,
EP-1

HM DOOR,
EP-1 (TYP)

HS COILING DOOR,
RAL 7021
SF-1 MP-2HS COILING GRILLE,
RAL 7021
1st Floor
0"
2nd Floor
18'-0"
4th Floor
45'-0"
3rd Floor
33'-0"
T/Stair
55'-0"
CN-4

RAMP TO BASEMENT

LEVEL (BEYOND)
MP-2
MP-1

ILLUMINATED PORSCHE SIGN
CP-1
CP-2

CONTINUOUS RED LED
CW-2
CW-1
CN-4 PORSCHE

SERVICE

SIGNAGE
CN-4
CR-1
CW-2 (BLACK

SPANDREL GLASS)

SLIDING DOOR
1st Floor
0"
2nd Floor
18'-0"
4th Floor
45'-0"
3rd Floor
33'-0"
T/Stair
55'-0"
CP-1
MP-1
CN-4
MP-2
EP-1CW-1CP-2
CR-1
1st Floor
0"
2nd Floor
18'-0"
4th Floor
45'-0"
3rd Floor
33'-0"
T/Stair
55'-0"
CP-1
CN-4
MP-2
CW-1 MP-1

ILLUMINATED

PORSCHE SIGN

HM DOOR,
EP-1 (TYP)

STEEL COILING
DOOR, EP-1
CN-4
2 East Elevation - Freeway Exit
3 North Elevation - Freeway
Sheet Number:

Project Number:

Project Name:

Client:

Copyright (c) 2025 Praxis3, LLC
All reports, plans, specifications, computer files, field data, notes and other documents and instruments prepared by Praxis3 shall retain all common law, statutory and other reserved rights, including copyright thereto.

This drawing may not be reproduced in whole or in part without written permission of Praxis3. It is to be returned upon request. Scales as stated are valid on the original drawings.
100 Peachtree St NW
Suite 1450
Atlanta, GA 30303
NOT

RELEASED FOR

CONSTRUCTION OR
PERMIT
Sheet Title:
404-875-4500 tel
www.praxis3.com
P 3RAXIS
Key Plan:
3/5/2025 10:12:46 AM
A400
Elevations
24180
McKenna Auto
Group
Porsche Anaheim
1501-1551 W Lincoln Ave, Anaheim, CA
92801
Template Address
EXPOSED CONCRETE COLUMNS AND FLOOR SLAB TO BE FINISHED RAL 7021 DUMPSTER ENCLOSURE AND PARTS RECLAIM ENCLOSURE TO BE FINISHED IN MP-1.

CN-4 CONCRETE PANEL REVEAL JOINT PATTERN 2'x4' INCREMENT. (RAL 7021) DARK GREY EP-2 EXTERIOR PAINT ALL EXPOSED STRUCTURAL STEEL. MATCH RAL 9007;

SEMIGLOSS SHEEN
EP-1 EXTERIOR PAINT/ELASTOMERIC COATING SHERWIN WILLIAMS SW 7076 CYBERSPACE TO MATCH RAL 7021; SEMIGLOSS SHEEN SL-1 ALUMINUM FRAMED SKYLIGHT SUPERSKY OR OLD

CASTLE LOW SLOPE, CLEAR ANODIZED
SF-1 ALUMINUM STOREFRONT OLD CASTLE 4-1/2" DEEP SYSTEM; BLACK ANODIZED DR-1 ALUMINUM BI-PART FINE FRAME DOOR DORMA ESA400 FULL BREAKOUT BI-PARTING AUTOMATIC SLIDING DOOR,

BLACK ANODIZED
CW-2 STRUCTURAL CURTAIN WALL GLAZING OLD CASTLE RELIANCE, 10-1/8" DEEP SYSTEM; CLEAR ANODIZED, BLACK ANODIZED CAP AT SILL ABOVE CW-1

IMPACT RESISTANT STRUCTURAL CURTAIN WALL GLAZING
AT SHOWROOM SLIMPACT FRAMELESS, BLACK SEALANT AT VERTICAL JOINTS; CLEAR ANODIZED; BLACK ANODIZED HEAD CHANNEL BELOW CW-2
CW-1
STRUCTURAL CURTAIN WALL GLAZING AT SHOWROOM OLD CASTLE FRAMELESS WITH FINS, BLACK SEALANT AT VERTICAL JOINTS; CLEAR ANODIZED; BLACK ANODIZED CAP AT HEADER BELOW...

CR-1 CABLE RAILING CONTINUOUS CABLE RAILING WITH STEEL MOUNTING POST. (RAL 7021) DARK GREY
MC-2 PRE-FINISHED METAL COPING TO MATCH MP-1
MP-2 ARCHITECTURAL RIBBED METAL (ARM) PERFORATED WALL
PANEL
PARKING STRUCTURE FACADE. RIGID WALL ATAS TARGA BLACK
(RAL 7021) SMOOTH TEXTURE, PERFORATED
MP-1 ARCHITECTURAL RIBBED METAL (ARM) WALL PANEL
ATAS
SERVICE SHOP FACADE. RIGID WALL ATAS TARGA BLACK (RAL
7021) SMOOTH TEXTURE
CP-2 MCM; METAL COMPOSITE MATERIAL WALL PANEL SOBOTEC, STRATUS OR AGI ENTRANCE PYLON. BoD: ALUCOBOND (TRAFFIC WHITE RAL 9016) CP-1 MCM; METAL COMPOSITE MATERIAL WALL PANEL SOBOTEC, STRATUS OR AGI SHOWROOM FACADE. BoD: ALUCOBOND (SUNRISE SILVER)

TAG MATERIAL MANUFACTURER DESCRIPTION/COMMENTS
Exterior Finish Schedule
4 West Elevation
1 South Elevation - Lincoln Ave
Rev Date Comments
0' 4' 8' 16' 32'
SCALE: 3/32" = 1'-0"

Attachment No. 4 - Page 1
ATTACHMENT NO. 4

GRANT DEED

RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
)
)
)
)
) [Space above this line for Recorder’s use only.]
OFFICIAL BUSINESS:

THIS DOCUMENT IS EXEMPT FROM A

RECORDING FEE PURSUANT TO
GOVERNMENT CODE SECTIONS 6103
AND 27383.

GRANT DEED

CONTAINING

COVENANTS, CONDITIONS AND RESTRICTIONS
For valuable consideration, receipt of which is hereby acknowledged, A. The CITY OF ANAHEIM, a California municipal corporation and charter city (the “City” or “Grantor”), hereby grants to MANCHESTER LINCOLN LLC, a Delaware limited liability company (“Grantee”), the real property hereinafter referred to as the “Property”, described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record described there.

B. The Property is conveyed in accordance with and subject to that certain Disposition and Development Agreement entered into between Grantor and dated _____________, 2025 (the “DDA”), a copy of which is on file with the Grantor at its offices as a public record and which is incorporated herein by reference. All capitalized terms used herein which are not otherwise defined in this Grant Deed shall have the meanings ascribed to them in the DDA.

C. The Grantee covenants and agrees for itself, its successors, assigns, and every successor in interest to the Property or any part thereof, that upon the Closing, the Property shall be devoted to the uses specified in the DDA. All uses conducted on the Property shall conform to all applicable provisions of the City Municipal Code.

D. Reserved.

Attachment No. 4 - Page 2
E. Right of Reentry and Revesting.

1. Grantor has the right, at its election, to reenter and take possession of the Site, or any portion thereof, with all improvements thereon, and terminate and revest in Grantor the estate conveyed to the Grantee, if after the Closing and prior to the issuance of the Release of Construction Covenants as to one hundred percent (100%) of the Site, the Grantee shall:
(a) fail to start the construction of the Project as required by the DDA for a period of sixty (60) days subject to Sections 301 and 502, after written notice thereof from Grantor; provided, however, with respect to the pad and any other buildings not leased by the Grantee prior to the Closing, such sixty (60) day period shall be extended for such time as reasonably necessary for Grantee, exercising due diligence, to execute a lease with a tenant for such pad or building location, and for the Grantee or suc h tenant to commence construction of such pad building; or
(b) abandon or substantially suspend construction of the Project required by the DDA for a period of one hundred twenty (120) days, subject to Sections 301 and 502, after written notice thereof from Grantor; or
(c) contrary to the provisions of Section 5 03 transfer or suffer any involuntary transfer of Site in violation of the DDA.

2. Such right to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit:
(a) Any mortgage or deed of trust permitted by the DDA; or (b) Any rights or interests provided in the DDA for the protection of the holders of such mortgages or deeds of trust.

Grantor shall have the right as set forth in this Section, under specified circumstances prior to recordation of the Release of Construction Covenants, to reenter and take possession of Property, with all improvements thereon, and to terminate and revest i n Grantor the estate conveyed to the Grantee. Upon the revesting in Grantor of title to Property, as provided in this Section, Grantor shall, pursuant to its responsibilities under state law, use its reasonable efforts to resell Property as soon and in suc h manner as Grantor shall find feasible and consistent with the objectives of such law, as it exists or may be amended, to a qualified and responsible party or parties (as determined by Grantor) who will assume the obligation of making or completing the Project or such improvements in their stead as shall be satisfactory to Grantor. Grantee acknowledges that there may be substantial delays experienced by Grantor if Grantor must remarket Property following the revesting of Property in Grantor. Upon such resa le of Property, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering Property, which is permitted by the DDA, shall be applied:
(i) First, to reimburse Grantor, on its own behalf, all reasonable costs and expenses incurred by Grantor, excluding City staff costs, but specifically including, without limitation, any expenditures by Grantor, in connection with the recapture, management and resale of Property or part thereof (but less any income derived by Grantor from Property or part thereof

Attachment No. 4 - Page 3
in connection with such management); all taxes, assessments and water or sewer charges with respect to Property or part thereof which the Grantee has not paid, any payments made or necessary to be made to discharge any encumbrances or liens existing on Property or part thereof at the time or revesting of title thereto in Grantor, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Grantee, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the Project, or any part thereof; and any amounts otherwise owing Grantor, and in the event additional proceeds are thereafter available, then (ii) Second, to reimburse Grantee, its successor or transferee, up to the amount equal to the sum of (a) all costs and expenses incurred for the acquisition of Property, (including without limitation architectural fees, engineering fees, environmental repo rts, and studies, loan fees, legal fees, and consultant fees), plus (b) developer’s reasonable out of pocket costs, less (c) any gains or income withdrawn or made by the Grantee from Property, as applicable, or the improvements thereon.

Any balance remaining after such reimbursements shall be retained by Grantor as its property. The rights established in this Section are not intended to be exclusive of any other right, power or remedy, but each and every such right, power, and remedy shal l be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that Grantor will have conveyed Propert y to the Developer for development purposes, and not for speculation in land.

The rights of Grantor pursuant to this Section shall be subordinate to the rights of the construction and permanent lender approved by Grantor.

F. Nondiscrimination Covenants. The Grantee herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the Grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed.

The Grantee shall refrain from restricting the rental, sale or lease of the applicable portion of the Property or the Project on the basis of race, color, creed, religion, sex, marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall cont ain or be subject to substantially the following nondiscrimination or nonsegregation clauses:

1. In deeds: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person o r group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor

Attachment No. 4 - Page 4
shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land.”

2. In leases: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
“There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased.”

3. In contracts: “There shall be no discrimination against or segregation of any person, or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupanc y, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises.”
The foregoing covenants regarding discrimination shall run with the land and shall remain in effect in perpetuity.

G. The Property is conveyed to Grantee subject to “Surviving Covenants”; “Surviving Covenants” means the covenants, obligations and promises of Developer hereunder, including without limitation the covenants, obligations and promises set forth in Sections 401, 402, 403, 404, 405 and 503.1 of the DDA. The Surviving Covenants shall survive the Closing, run with the land and be binding upon heirs, successors and assigns of Developer. The Covenants contained in Sections 401, 402, 403, 404 and 503.1 of the DDA shall remain in effect in accordance with their respective terms. The Covenants contained in Section 405 of the DDA shall remain in effect in perpetuity.

H. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by this Grant Deed or the DDA; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such owner’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise.

Attachment No. 4 - Page 5
I. All of the terms, covenants and conditions of this Grant Deed shall be binding upon the Grantee and its successors and assigns. Whenever the term “Grantee” is used in this Grant Deed, such term shall include any other successors and assigns as herein provided.

J. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and their respective successors and assigns. Such covenants shall be covenants running with the land in favor of the Grantor, and th eir respective successors and assigns for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach.

Attachment No. 4 - Page 6
IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be executed on their behalf by the respective officers hereunto duly authorized, as of the respective dates set forth below.

“GRANTOR”

CITY OF ANAHEIM,
a California municipal corporation and charter city

Dated: , 2025 By:

Sergio M. Ramirez
Director of Economic Development

THERESA BASS, CMC, CITY CLERK

City Clerk

APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

Ryan O. Hodge
Deputy City Attorney

APPROVED AS TO FORM:

Leibold McClendon & Mann
Special Counsel

“GRANTEE”

MANCHESTER LINCOLN LLC, a Delaware limited
liability company

Dated: , 2025
By:

Daniel J. McKenna III
Its: Manager

Attachment No. 5 - Page 1
ATTACHMENT NO. 5

SCHEDULE OF PERFORMANCE
I. DESIGN REVIEW AND LAND USE APPROVALS

1. Submittal of Design Development Drawings.

Developer submits Design Development
Drawings to Economic Development Department.

No later than 30 days following
the Effective Date.

Section 302

2. Economic Development Department reviews
and approves Design Development Drawings.

Within 14 days of submittal. Section 302.2

3. Submittal of Development Application.

Developer submits Development Application with
Development Application Submittals.

No later than 60 days following
the Effective Date
Section 303.1

4. City reviews Development Application and
determines that application is complete.

Within 30 days of each submittal
and pursuant to Filing Deadlines
and Planning Commission Public
Hearing Schedule
https://www.anaheim.net/Docume
ntCenter/View/29026/Planning-
Commission-Filing-Deadlines-
and-Meeting-Schedule.

Section 303.1

5. Planning Commission (or, if applicable, City
Council) to consider Developer’s request for Land
Use Approvals.

No later than 60 days following
determination that Development
Application is deemed complete.

Section 303
II. GRADING PLANS, BUILDING IMPROVEMENT PLANS, CONSTRUCTION AND

TRAFFIC CONTROL PLANS

6. Submission of Grading Plans. Developer shall
submit to the Public Works Department complete
Grading Plans and the required studies.

No later than 60 days following
approval of Land Use Approvals;
Developer may submit before
Land Use Approvals at
developer’s risk provided all
preliminary studies are approved
and Public Works comments are
addressed on the entitlement
package.

Section 304.1

7. Developer to Obtain Approval of Grading
Plans and issuance of Grading Permits. The
Public Works Department shall review and approve
the final Grading Plans, and Developer shall be
ready to obtain Grading Permits, provided that all
City’s comments and conditions are completely
addressed.

No later than 150 days following
submittal, provided that the City
receives each resubmittal within 2
weeks of each plan check
completion and all Public Works
conditions and comments are
addressed. Approval and permits
will not be granted until after
Land Use Approvals have been
obtained.

Section 304.1

Attachment No. 5 - Page 2

8. Submission of Building Improvements Plans.

Developer shall submit to the Building Division
complete Building Improvement Plans.

No later than 60 days following
approval of Land Use Approvals;
Developer may submit before
Land Use Approvals at
developer’s risk.

Section 304.1

9. Developer to Obtain Approval of Building
Improvement Plans and issuance of Building
Permits. The Building Division shall review the
final Building Improvement Plans, and Developer
shall be ready to obtain Building Permits,
provided that the revisions necessary to
accommodate the City’s comments have been
made.

No later than 30 days from
receiving certification of the pad
constructed pursuant to the
Grading Permit.

Section 304.1

10. Submission of public improvements and
Traffic Control Plans. Developer shall submit to
the Public Works Department at least 90%
adequate and complete public improvements and
Traffic Control Plans.

No later than 60 days following
approval of Land Use Approvals;
Developer may submit before
Land Use Approvals at
developer’s risk provided all
preliminary studies are approved
and Public Works comments are
addressed on the entitlement
package.

Section 304.2

11. Developer to Obtain Approval of public
improvements and Traffic Control Plans and
issuance of Right-of-Way Construction
Permit. The Public Works Department shall
review and approve the final public
improvements and Traffic Control Plans, and
Developer shall be ready to obtain Right-of-Way
Construction Permit, provided that all City’s
comments and conditions are completely
addressed.

No later than 150 days following
submittal, provided that the City
receives each resubmittal within 2
weeks of each plan check
completion and all Public Works
comments and conditions are met.

Approval and permits will not be
granted until after Land Use
Approvals have been obtained.

Section 304.2
III. CONVEYANCE

12. Opening of Escrow. The City shall open an
Escrow with an Escrow Agent.

Within 10 days of Effective Date. Section 205

13. Conditions Precedent. Developer and City
satisfy all of their respective pre- closing conditions.

Prior to close of escrow. Section 208

14. Close of Escrow. No later than October 15, 2026 Section 205.4

Attachment No. 5 - Page 3
IV. PRE-CONSTRUCTION SITE MAINTENANCE

15. Maintain City approved screening. Developer
to maintain appropriate site screening . City to
provide graphics.

Within 10 days of the Close of
Escrow until start of construction.

Section 403
V. CONSTRUCTION

16. Commencement of Site Grading. Developer
shall commence grading of the Site.

Within 15 days of grading permit
issuance.

Section 309

17. Completion of Site Grading (includes
preparation of subterranean basement area).

Within 180 days from
commencement of grading.

Section 309

18. Commencement of Building
Improvements. Developer shall commence
building improvements on the Site.

Within 30 days following the later
of: permit issuance or completion
of site grading.

Section 309

19. Completion of Construction. Developer
shall complete construction of the Developer
Improvements. Occupancy shall not be granted
until all City’s conditions of approval are
complied with.

Within 24 months of the
completion of grading, provided,
however, that the time for
completion of construction shall be
extended by 6 additional months if
the Developer Improvements are
75% complete.

Section 309

20. Release of Construction Covenants. City
shall issue Release to Developer.

Within 30 Days of Developer
Request.

Section 316

Attachment No. 6 - Page 4
ATTACHMENT NO. 6

SCOPE OF DEVELOPMENT
I. GENERAL
This document sets forth general requirements for the Project to be constructed on the Site.

Detailed requirements will be addressed in the approval of specific construction plans and documents in accordance with this Agreement and the City of Anaheim’s normal and customary design review and land use entitlement processes. Development shall be consistent with the provisions, standards, and requirements of the approved Conditional Use Permit and Tentative Parcel Map.

The City and Developer will cooperate and direct their respective consultants, architects, and/or engineers to cooperate so as to ensure the continuity and coordination vitally necessary for the proper and timely completion of the Project.

II. DEVELOPMENT CONCEPT
A. Project Description
The Project constitutes the development and construction of a new luxury automobile dealership. The approved “flag” or “brand” is Porsche. The Project will include a multi - level commercial building with an exterior architectural features using metal cladding, lighting and sheer glass wall. The Project is to be developed in a manner consistent with the Basic Concept Drawings (Attachment No. 3 to the DDA) and similar in design to Porsche Palm Springs located at 3735 E Palm Canyon Drive.

Exterior landscaping shall include landscape planters and mature trees with specimens and plant material to approved by the Economic Development Director. All mechanical equipment shall be screened from public view and the Site shall be improved appropriately by asphalt, concrete, and decorative pavers
The interior of the dealership shall be first in class consistent with industry standards for a new call dealership. Interior features shall include showroom space, financing office and other office space, client waiting area, restrooms, cashier and check in.

B. Site Description
The Project will be developed on an approximately 2.8 acre site as described in Recital B of the DDA. The Site is currently undeveloped.

C. Uses
The Developer shall devote the Site to the uses specified in the project entitlement including operations of a full-service auto dealership for the sales and service of new and used motor vehicles.

Attachment No. 6 - Page 5
D. Land Use Description
The Site is currently in the General Commercial (C-G) Zone. The C-G Zone conditionally permits the development of an automobile dealership and related automotive uses, including the sales and service of new and used motor vehicles. In addition to seeking a conditional use permit, the project will require approval of a Parcel Map to consolidate the lots under the Subdivision Map Act.

III. ON-SITE IMPROVEMENTS
Except as provided in the Agreement, the following requirements shall be the sole financial responsibility of the Developer. All Improvements shall be completed in accordance with the Schedule of Performance.

A. Project
The Project shall generally follow the above-referenced Project Description.

B. Site Preparation
The Developer shall be solely responsible for preparing the Site for construction, including the demolition and relocation of utilities insofar as necessary and all other actions required to make the Site ready for the construction of the improvements. Developer has received a credit against the Purchase Price for removal/relocation work that has been deemed to be extraordinary due primarily to the nature of the Site containing an abandoned right of way.

C. Easements
The Developer shall grant and permit all necessary and appropriate utility easements and rights for the development of the Site, including but not limited to sanitary sewers, storm drains, water, electrical power, telephone, natural gas, CATV, etc., provided that such easements and rights do not materially interfere with the Design Development Drawings and Building Improvement Plans or the Scope of Development as approved by Porsche, the City or other government agencies.

D. Construction of Project
The Developer shall construct the Project based on the Design Development Drawings, the Building Improvement Plans and the Land Use Approvals approved by the City.

IV. OFF-SITE IMPROVEMENTS
The construction of all off-site improvements as required by the City shall be performed at Developer’s sole costs in accordance with the technical specifications, standards and practices of the City. The Developer’s plans for such public improvements shall be submitted to City Staff for review and approval prior to the advertising of bids. Once such items are constr ucted, Developer shall be responsible, at its expense, for (1) any and all

Attachment No. 6 - Page 6
repairs due to damage caused by Developer’s construction, and (2) changes required by the Developer.

V. DEVELOPMENT STANDARDS
All development on the Site shall be in accordance with the development standards contained in the Anaheim Municipal Code. The project shall be developed in accordance with the approved entitlements and as approved by the Planning and Building Department and Economic Development Department. The Developer shall also adhere to all conditions required by the City for the development of the Site. Prior to final permit issuance by the City, the Economic Development Department shall have the opportunity to review and approve or disapprove such plans.

The Basic Concept Drawings ((Attachment No. 3 to the DDA) are only approved conceptually by the City. The Project is subject to review and approval by the City prior to issuance of final planning approvals and permits.

The following additional development standards shall also be applicable to the development of the Site.

A. MECHANICAL EQUIPMENT.

1. All rooftop mechanical equipment shall be properly screened. Roof mounted A/C units shall be located in the rooftop wells and concealed from view by the parapet walls/mansard roof. If satellite is proposed, all dish receivers must be located in an area as to not be visible from surrounding properties or the freeway.

2. All ground mechanical equipment such as backflows, electrical transformers, gas/electric meters and irrigation equipment, etc. shall be properly screened with landscaping as approved by the City.

B. TRASH AND RECYCLING ENCLOSURES
Exterior trash and recycling enclosures shall be fully secured and provide for a locked gate and rooftop to prevent unauthorized entry. Enclosure shall be complementary to the proposed architecture and landscaping as approved by the City.

C. GROUNDSCAPE

1. The Project shall include landscaping (including trees, shrubs, groundcovers and vines) throughout the Site and in the public right-of-way per the approved landscape plans.

2. All plant material used on the Site shall be of appropriate size and scale in relation to the Project, as determined and approved by the City.

Attachment No. 6 - Page 7

3. All planters shall incorporate a 3” layer of shredded mulch.

4. All planting areas shall be properly irrigated with an automatic irrigation system, featuring a smart weather -based control system and moisture sensors. Irrigation controllers shall be provided in interior spaces or tamper resistant secure boxes on-site and away from public view.

6. All turf areas utilizing synthetic turf shall be of high-quality (e.g., Easy Turf or equal)

7. All trees shall be a minimum size of 36” box, shrubs and vines shall be a minimum size of 5-gallon containers, and ground cover shall be a minimum size of 1-gallon containers.

8. All plant materials shall be arranged into hydrozones of similar water requirements.

9. Wherever possible, plant materials shall be drought tolerant (native or adaptable).

10. All planting proposed in the public right of way shall be in accordance with City regulations and subject to review and approval by the City’s Public Works Department and the City’s Planning and Building Department.

11. All landscaping plans and details shall be reviewed by the City prior to issuance of any approval or permit. Submitted plans shall be accompanied by an exhibit of photographs of all plant materials and container sizes proposed for use on the project.

D. HARDSCAPES

1. Mockups of each paving type (color and finish) shall be provided by contractor on-site for review and approval by the Economic Development Director prior to proceeding with final installation of hardscape.

2. All paving and hardscape in the public right of way shall comply with City standards and details.

E. PRODUCT SPECIFICATIONS

1. Exterior materials shall also be installed per the approved colors and materials boards and as indicated in the approved Architectural Drawings.

Material boards and elevations cross referenced to the material boards shall be provided to the City for review and approval. Site mockups of siding and elevation materials (color and finish) shall be provided by contractor on-site for review and approval by the Economic Development Director prior to proceeding with final installation.

Attachment No. 6 - Page 8
VI. VARIATION TO DESIGN STANDARDS
The Economic Development Director may approve variations to the design standards set forth in this Scope of Development if the Director determines that such variation meets the objectives of this Scope of Development.

Attachment No. 7 - Page 1

ATTACHMENT NO. 7

RIGHT OF ENTRY AGREEMENT
This RIGHT OF ENTRY AGREEMENT (“Right of Entry”) is entered into _______________________, 2025, by and between MANCHESTER LINCOLN LLC, a Delaware limited liability company (“GRANTEE”), and the CITY OF ANAHEIM, a California municipal corporation and charter city (“GRANTOR”).

RECITALS
A. GRANTOR, as “City,” and GRANTEE, as “Developer,” entered into that certain Disposition and Development Agreement dated _____________, 2025 (the “Agreement”), pursuant to which the GRANTOR agreed, subject to the fulfillment of the conditions precedent to convey the Site to the GRANTEE and GRANTEE agreed, subject to conditions precedent to accept conveyance of the Site and construct the Project thereon. All capitalized terms not defined herein shall have the meaning set forth in the Agreement unless the context dictates otherwise.

RIGHT OF ENTRY AGREEMENT

1. Grant of Right of Entry. The GRANTOR hereby grants the GRANTEE, its employees, consultants, contractors, subcontractors, agents and designees, permission to enter upon the Site for the purpose of performing or causing to be performed environmental, soils, and/or topographical tests and surveys (“Investigation”).

2. Assumption of Risk. GRANTEE enters the Site and performs or causes to be performed the Investigation, at its own risk and subject to whatever hazards or conditions may exist on the Site.

3. Termination. This Right of Entry shall commence on the date hereof and shall expire on __________________, unless sooner terminated as hereinafter provided. GRANTEE and GRANTOR each shall have the right to terminate this Agreement for either’s sole convenience at any time during the term hereof by giving seven (7) days’ written notice to the other.

4. Duty to Repair, Restore, or Replace . Prior to termination of this Agreement and unless GRANTOR has conveyed the Site to GRANTEE, GRANTEE shall restore the Site to its original condition. Restoration shall include the repair or replacement of any landscaping, structures, fences, driveways, or other improvements that are removed, damaged, or destroyed by Developer’s employees, contractors, subcontractors, agents and designees.

5. Indemnification and hold harmless. GRANTEE shall, indemnify, defend and hold harmless the GRANTOR, its officers, directors, employees, contractors, subcontractors, agents, and affiliates and volunteers from any and all claims, suits or actions of every name, kind and description, brought forth on account of injuries to or the death of any person or damage to property caused by the willful misconduct or negligent acts by the GRANTEE or any person directly or indirectly employed by or acting as agent for G RANTEE in the performance of this Agreement, except that such indemnity shall not apply to the extent such matters are caused by the gross

Attachment No. 7 - Page 2
negligence or willful misconduct of the GRANTOR, its officers, directors, employees, contractors, subcontractors, agents and affiliates or volunteers. The foregoing indemnity, defense, protection and hold harmless obligations do not apply to (i) any loss, liability cost, claim, damage, injury or expense to the extent arising from or related to the acts, negligence or willful misconduct of City or its agents, employees, consultants, contractors, invitees or tenants, (ii) any diminution in value in the Property arising from or relating to matters discovered but not negligently exacerbated by Developer during Developer’s investigations of the Property, (iii) any defects in the Property discovered by Developer, and (iv) the existence of any Hazardous Materials discovered (but not deposited) on or under the Property by Developer prior to the Closing.

It is understood that the duty of GRANTEE to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.

Acceptance of insurance certificates and endorsements required under this Agreement does not relieve GRANTEE from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

6. Insurance. During the term of this Agreement, GRANTEE and its contractors, subcontractors and agents shall fully comply with the terms of the law of the State of California concerning worker’s compensation. Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability GRANTEE and its agents may have for worker’s compensation.

GRANTEE and its subcontractors and agents shall each obtain at its sole cost and keep in full force and effect during the term of this Agreement general commercial liability insurance issued by an “A:VI” or better rated insurance carrier as rated by A.M. Best Company as of the date that GRANTEE obtains or renews its insurance policies, on an occurrence basis, in which the GRANTOR and ITS officers, employees, agents and representatives are named as additional insureds with the GRANTEE. GRANTEE shall furnish a certificate of insurance to the GRANTOR prior to the execution of the Right of Entry hereunder, and shall furnish complete copies of such policy or policies upon request by the GRANTOR. Notwithstanding any inconsistent statement in the policy or any subsequent endorsement attached hereto, the protection offered by the policy shall:
(a) Include an endorsement naming the GRANTOR and the City, their officers, employees, agents, representatives and attorneys as additional insureds; (b) Provide a combined single limit policy for both personal injury and property damage in the amount of $5,000,000, which will be considered equivalent to the required minimum limits;
(c) Bear an endorsement or shall have attached a rider providing that the GRANTOR shall be notified not less than thirty (30) days before any expiration, cancellation, nonrenewal, reduction in coverage, increase in deductible, or other material modification of such policy or policies, and shall be notified not less than ten (10) days after any event of nonpayment of premium.

Attachment No. 7 - Page 3
The GRANTEE shall also file with the GRANTOR the following signed certification:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers’ Compensation or to undertake self-insurance before commencing any of the work.

The GRANTEE shall comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect from and after the execution of the Right of Entry, and continuing for the duration of this Right of Entry, complete Workers’ Compensation Insurance, and shall furnish a Certificate of Insurance to the GRANTOR before the commencement of construction. The GRANTOR, its officers, employees, agents, representatives and attorneys shall not be responsible for any claims in law or equity oc casioned by the failure of GRANTEE to comply with this section. Every Workers’ Compensation insurance policy shall bear an endorsement or shall have attached a rider providing that, in the event of expiration, proposed cancellation, or reduction in coverage of such policy for any reason whatsoever, the GRANTOR shall be notified, giving the GRANTEE a sufficient time to comply with applicable law, but in no event less than thirty (30) days before such expiration, cancellation, or reduction in coverage is effective or ten (10) days in the event of nonpayment of premium.

7. Recording. Neither GRANTOR nor GRANTEE shall record this Agreement.

8. Attorney’s Fees. If any legal action or proceeding arising out of or relating to this Right of Entry is brought by either party to this Right of Entry, the prevailing party shall be entitled to receive from the other party, in addition to any other relief that may be gra nted, the reasonable attorneys’ fees, costs, and expenses incurred in the action or proceeding by the prevailing party.

9. Notices. All notices required or permitted under the terms of this Agreement shall be in writing and sent to:

To Grantor: City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Attention: City Clerk
Copy to: City Attorney
With a copy to: Sergio M. Ramirez, Director of Economic Development 200 South Anaheim Boulevard, 7th Floor
Anaheim, California 92805
To Grantee: Manchester Lincoln LLC
10900 Firestone Blvd.

Norwalk, CA 90650
Attention: Daniel J. McKenna III

Attachment No. 7 - Page 4
With copy to: ArentFox Schiff LLP
555 South Flower Street, 43rd Floor
Los Angeles, CA 90071
Attention: Aaron H. Jacoby, Esq.

10. Time is of the Essence; Entire Agreement. Time is of the essence of the terms and provisions of this Right of Entry. This Right of Entry constitutes the entire agreement between GRANTEE and GRANTOR with respect to the matters contained herein, and no alteration, amendment or any part thereof shall be affective unless in writing signed by parties sought to be charged or bound thereby.

Attachment No. 7 - Page 5
IN WITNESS WHEREOF , Grantor and Grantee have caused this Right of Entry to be executed on their behalf by the respective officers hereunto duly authorized, as of the respective dates set forth below.

“GRANTOR”

CITY OF ANAHEIM,
a California municipal corporation and charter city

Dated: , 2025 By:

Sergio M. Ramirez
Director of Economic Development

THERESA BASS, CMC, CITY CLERK

City Clerk

APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

Ryan O. Hodge
Deputy City Attorney

APPROVED AS TO FORM:

Leibold McClendon & Mann
Special Counsel
“GRANTEE”
MANCHESTER LINCOLN LLC, a Delaware limited
liability company

Dated: , 2025
By:

Daniel J. McKenna III
Its: Manager

Attachment No. 8 - Page 1
ATTACHMENT NO. 8

LIST OF ENVIRONMENTAL DOCUMENTS

1. Phase I Environmental Site Assessment, Site 1 – APNs 034-070-48 and 034-070-83, Anaheim, California, dated August 2023.

2. Phase 1 Environmental Assessment by AllWest Remediation, dated March 10, 2003.

Attachment No. 9 - Page 1
ATTACHMENT NO. 9

RELEASE OF CONSTRUCTION COVENANT

RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
)
)
)
)
) [Space above this line for Recorder’s use only.]
OFFICIAL BUSINESS:

THIS DOCUMENT IS EXEMPT FROM A

RECORDING FEE PURSUANT TO
GOVERNMENT CODE SECTIONS 6103
AND 27383.

RELEASE OF CONSTRUCTION COVENANTS
This RELEASE OF CONSTRUCTION COVENANTS (the “Release”) is made by the CITY OF ANAHEIM, a California municipal corporation and c harter city (the “City”), in favor of, MANCHESTER LINCOLN LLC, a Delaware limited liability company (the “Developer”), as of the date set forth below.

R E C I T A L S
A. The City and the Developer have entered into that certain Disposition and Development Agreement (the “DDA”) dated _____________, 2025 concerning the development of certain real property situated in the City of Anaheim, California as more fully described in the DDA.

B. As referenced in Section 31 6 of the DDA, the City is required to furnish the Developer or its successors with a Release of Construction Covenants (as defined in Section 100 of the DDA) upon Completion of Construction of any Subdivision and upon Completion of Construction of the Project (all as defined in Section 100 of the DDA), which Release is required to be in such form as to permit it to be recorded in the Recorder’s office of Orange County. This Release is conclusive determination of satisfactory co mpletion of the construction, development and other obligations required by the DDA of the Project or the Subdivision thereof as identified in Exhibit “A” attached hereto.

C. The City has conclusively determined that such construction and development has been satisfactorily completed.

NOW, THEREFORE, the City hereby certifies as follows:

Attachment No. 9 - Page 2

1. The Project, or the portion of the Project identified in Exhibit “A” attached hereto, to be constructed by the Developer have been fully and satisfactorily completed in conformance with the DDA. Any operating requirements and all use, maintenance or nondiscrimination covenants contained in the DDA and other documents executed and recorded pursuant to the DDA shall remain in effect and enforceable according to their terms.

2. Nothing contained in this instrument shall modify in any other way any other provisions of the DDA.

IN WITNESS WHEREOF, the City has executed this Release on the date set forth below.

“CITY”

CITY OF ANAHEIM,
a California municipal corporation and charter city

Dated: , 202_ By:

Sergio M. Ramirez
Director of Economic Development

THERESA BASS, CMC, CITY CLERK

City Clerk

APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

Ryan O. Hodge
Deputy City Attorney

APPROVED AS TO FORM:

Leibold McClendon & Mann
Special Counsel

Attachment No. 10 - Page 1
ATTACHMENT NO. 10

AFFORDABLE HOUSING RESTRICTION

RECORDING REQUESTED BY,
AND WHEN RECORDED RETURN TO:

City of Anaheim
200 S. Anaheim Blvd.

Anaheim, CA 92805
Attention: City Clerk

APN(s): 037-072-43
___________________________________________________________________________ [SPACE ABOVE FOR RECORDER’S USE ONLY]

This document is exempt from Recording Fees pursuant
to California Government Code Sections 6103 & 27383

AFFORDABLE HOUSING RESTRICTION REGARDING

FUTURE RESIDENTIAL DEVELOPMENT
(CALIFORNIA GOVERNMENT CODE SECTION 54233)

If ten (10) or more residential units are developed on the real property described on Exhibit “A” attached hereto, then not less than 15 percent of the total number of residential units developed on the property shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the California Health and Safety Code, or affordable re nt, as defined in Section 50053 of the California Health and Safety Code, to lower income households, as defined in Section 50079.5 of the California Health and Safety Code. Rental units shall remain affordable to and occupied by lower income households for a period of 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units shall be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of 65915 of the California Government Code.

These requirements shall be restrictions running with the land and shall be enforceable against any owner who violates such restrictions and each successor-in-interest who continues the violation by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the California Government Code.

CITY OF ANAHEIM, a municipal corporation and
charter city

Date: By:

Sergio M. Ramirez
Director of Economic Development

Exhibit A to Attachment No. 10 - Page 1
EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY

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: