Anaheim City Council
May 13, 2025

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AMENDED AND RESTATED

AGREEMENT

ORIGINAL
THIS AMENDED AND RESTATED AGREEMENT (the "Agreement"), dated 5 for purposes of identification only on this 11114day of September 2010, is made and entered into 6 by and between the:
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CITY OF ANAHEIM, a municipal corporation
hereinafter referred to as "CITY,"
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ANAHEIM/ORANGE COUNTY VISITOR & CONVENTION BUREAU,
a nonprofit California corporation,
hereinafter referred to as "BUREAU."
W IT N E S S E T H:

WHEREAS, the parties have previously entered into a written agreement, dated December 9, 1997, as amended by the First Amendment to Agreement, dated August 17, 1998; a Second Amendment to Agreement, dated June 20, 2000; a Third Amendment to Agreement, dated April 1, 2003; a Fourth Amendment to Agreement, dated July 13, 2004; a Fifth Amendment to Agreement, dated January 11, 2005; a Sixth Amendment to Agreement, dated March 31, 2009; and Seventh Amendment to Agreement dated, January 12, 2010, (hereinafter, 21 collectively, the "Original Agreement"); and
22 WHEREAS, since the inception of the Original Agreement, ANAHEIM has paid · 23 for services performed by the BUREAU to promote the growth and enhancement of the 24 community, promote and encourage visitors and tourists to come to Anaheim, and to promote the 25 holding of conventions, conferences and trade shows in Anaheim, with general funds of the 26 CITY; and
27 WHEREAS, with the formation of the Anaheim Tourism Improvement District of 28 2010 ("ATID"), CITY will fund the marketing and promotion of tourism and conventions in the 1 > U)
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1 City of Anaheim from revenues collected by CITY from assessments imposed, pursuant to the 2 A TID, rather than general funds of the CITY; and
3 WHEREAS, CITY desires to enter into a contract with an organization to handle 4 the day-to-day operations of the ATID and implement the management plan for the ATID; and 5 WHEREAS, BUREAU possesses the skill, experience, ability, background, and 6 knowledge to provide the services as described in this Agreement; and 7 WHEREAS, the parties wish to amend and restate the Original Agreement to read 8 as set forth herein.
9 NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL 10 PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES 11 HERETO AGREE AS FOLLOWS:
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18 1. TERM OF AGREEMENT
The term of this Agreement shall be for three years from the Effective Date, as defined in Section 27 of this Agreement. Thereafter, upon each anniversary of the Effective Date, this Agreement shall be automatically extended for an additional year, unless the Agreement is terminated in accordance with Section 21 of this Agreement.

2. SCOPE OF SERVICES
BUREAU shall be responsible for: (1) the day to day operations of the ATID; (2) 19 implementing the marketing and promotion component of the management plan adopted for the 20 A TID ("Management Plan"), a copy of which is attached hereto as Attachment A and 21 incorporated herein by this reference; and (3) performing all services and activities to be 22 provided by the "Contracting Entity", as set forth in Chapter 2.14 of the Anaheim Municipal 23 Code, the Resolution of Intention to Establish the Anaheim Tourism Improvement District 24 adopted July 27, 2010 ("Resolution of Intention"), and the Resolution of Formation for the 25 Anaheim Tourism Improvement District adopted September 14, 2010 ("Resolution of 26 Formation"). In addition, BUREAU shall perform the following services to promote the growth 27 and enhancement of the community, promote and encourage visitors to come to the City of 28 2
1 Anaheim and promote the holding of conventions, conferences and trade shows in Anaheim:
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A. Records ofPotential Users
BUREAU shall maintain accurate and up-to-date records and files on 4 associations, convention groups, trade show sponsors, and other such organizations which have 5 met in Anaheim in the past and/or which represent possibilities for scheduling future events in 6 Anaheim. In order to be used as the base for the continuing promotion and sales efforts, such 7 records and files should be maintained in a manner so as to facilitate the process of contacting 8 these organizations and entities.
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B. Sales Staff and Support
BUREAU shall maintain experienced and efficient sales staff and supporting staff 11 for sales activity. Such staff shall:
12 (i) Contact convention and trade show executives, site committees, 13 and other organization representatives to obtain conferences, conventions, and trade shows for 14 CITY. This effort shall include, but not be limited to, participation in the Meeting Industry 15 Advisory Council, industry events, personal meetings, telephone discussions, correspondence, e- 16 mail communications and all other means which demonstrate a good sales effort. 17 (ii) Submit detailed proposals to convention and trade show 18 executives, site committees, and other organization representatives on CITY's convention, 19 exhibition and housing facilities and capabilities.
20 (iii) Arrange and coordinate on-site inspection trips for convention 21 executives, site committees or other organization representatives which will encompass all 22 elements of the community required by the specific group. 23 24
25 c. Solicitation/ Advertisement
As part of its solicitation effort, BUREAU shall:
(i) Prepare and disseminate promotional materials and brochures 26 geared to convention or other organization executives and site decision makers which deal with 27 CITY's convention center, trade show and housing facilities and/or services. 28 ///
3 1 (ii) Create and place advertising and exhibition displays promoting 2 CITY's Convention Center, trade show and housing facilities and/or services. 3 (iii) Maintain current active membership in state, national and 4 international convention associations, as appropriate. 5 (iv) Maintain an active website, as well as a web presence by utilizing 6 social media, such as Facebook, My Space and Twitter, so that convention and trade show 7 executives, site committees, and other organization representatives, as well as members of the 8 public, can obtain information regarding the City of Anaheim, CITY's convention center, trade 9 show and housing facilities and/or services.
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D. Convention Services
BUREAU shall provide customary convention services for those associations, 12 groups or trade shows which meet in Anaheim. These services shall include, but not be limited to 13 the following:
14 (i) Upon request by a convention executive, operate a housing bureau 15 for the assignment of hotel and motel rooms when two or more housing properties are required, 16 provided, however, that such convention executive shall have the responsibility of selecting the 17 appropriate housing.
18 (ii) Operate the housing system, direct its usage and compile all the 19 necessary information and reports on the housing utilized. 20 (iii) Maintain a labor pool of sufficient competent and qualified 21 registrars, cashiers and secretaries for use by the convention and/or trade show, if requested. 22 (iv) Schedule labor pool personnel, as required, and maintain the full 23 performance and employment records.
24 (v) Maintain availability of the necessary materials for the preparation 25 of badges and the literature required by the convention or trade show for sightseeing and 26 recreational needs.
27 (vi) Make available or arrange to have available the various registration 28 equipment and other office equipment as requested by the convention or trade show executive. 4 1
2 E. Communication with CITY's Convention Center Staff
BUREAU shall continually maintain open lines of communications with CITY's 3 Convention Center management and staff. In fulfilling this obligation, BUREAU shall perform 4 the following:
5 (i) Maintain adequate communications with Convention Center 6 management and staff to insure that proper tentative reservations can be made with the Center's 7 "Master" Schedule Book for specific areas of the Convention Center facility so that duplicate 8 bookings or unworkable overlaps will not occur when the tentative reservations become definite. 9 This shall also apply for hotel and motel facilities to be used. 10 (ii) Bring together the convention and/or trade show executives or site 11 committees with Convention Center management and with designated representatives of other 12 meeting and. housing facilities in Anaheim at an appropriate time during the ongoing sales effort, 13 and exercise due diligence to insure that no misunderstandings occur on such items as fees, 14 services and charges.
15 (iii) Assist, as requested by Convention Center's management, in the 16 final negotiations of contracts for the Convention Center or other facilities in Anaheim. 17 18
F. Promotion of Tourism
(i) Conduct familiarization tours for appropriate tourist industry 19 representatives in order for them to make enlightened recommendations for selecting Anaheim as 20 a tourist/vacationer destination.
21 (ii) Provide information to travel agents and associated groups and 22 individuals in the form of printed material, videos, e-mail communications, and other available 23 media that will promote the advantages of Anaheim as a tourist/vacationer destination. 24 (iii) Engage in appropriate, effective advertising efforts to promote the 25 advantages of Anaheim as a tourist/vacation destination. 26 G. Perform any additional services which will insure the success of 27 conventions, trade shows and tourism in Anaheim which are mutually agreeable and acceptable . . 28 Ill
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3. TIME OF PERFORMANCE
Time is of the essence in the performance of this Agreement and BUREAU shall 3 perform all services to completion in a diligent and timely manner. 4 5

4. ANNUAL REPORT
In accordance with Section 2.14.150 of the Anaheim Municipal Code, the 6 BUREAU shall submit to the City Clerk an Annual Report that complies with the Management 7 Plan and Chapter 2.14 of the Anaheim Municipal Code. The first Annual Report shall be 8 submitted to the City Clerk within thirty (30) days after the first year of operation of the ATID. 9 Thereafter, the Annual Report shall be prepared and submitted to the City Clerk by July 31st of 10 each year this Agreement is in effect.
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17 5. PERFORMANCE STANDARDS
Performance standards shall be updated annually and shall correspond with the BUREAU's approved goals, as set by the BUREAU's Board of Directors. These goals shall include; (i) room nights booked and delegate registration as accumulated from hotels/motels in Anaheim for the prior fiscal year and other available data; (ii) the number of conventions, conferences and trade shows held in Anaheim and in the County of Orange for the fiscal/annual year; (iii) available Anaheim tourist data; and (iv) such other matters as CITY and BUREAU 18 deem appropriate.
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6. COMPENSATION
A. From the Effective Date, CITY shall pay to BUREAU, as full and 21 complete payment for all services performed, pursuant to this Agreement by BUREAU, an 22 amount equal to twelve percent (12%) of twelve fifteenths (12/15) of the actual total daily net 23 transient occupancy tax receipts of CITY. The parties agree that CITY shall no longer be 24 obligated to make payments to BUREAU, pursuant to this Section 6 (A), once CITY has paid 25 BUREAU a total of Two Million Two Hundred Fifty Thousand Dollars and No Cents 26 ($2,250,000.00). The actual total daily annual net transient occupancy tax receipts referred to in 27 this subsection shall be paid by CITY to BUREAU thirty (30) calendar days after the end of the 28 month in which said transient occupancy tax receipts are collected by CITY. 6 > <D w 10
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21 B. CITY shall pay to BUREAU, as full and complete payment for all services performed, pursuant to this Agreement by BUREAU, all Marketing Component Funds, defined below, from funds assessed and collected by the A TID. The Marketing Component Funds provided for in this subsection shall be paid by CITY to the BUREAU thirty (30) calendar days after the end of the month in which said Marketing Component Funds are collected by CITY.

C. The term "actual total daily net transient occupancy tax receipts," as used in this Agreement, means the actual transient occupancy tax collected on a daily basis and shall include only those amounts collected by CITY as transient occupancy tax and as timeshare payments in lieu of transient occupancy tax. The term "actual total daily net transient occupancy tax receipts," as used in this Agreement, shall not include amounts collected by CITY as interest or penalties upon such taxes, and shall not include amounts collected by CITY as transient occupancy tax if CITY should be obligated to return or rebate such taxes to specific hotel developers under separate development agreements entered into by CITY.

D. The term "Marketing Component Funds," as used in this Agreement, shall mean seventy-five percent (75%) of the net ATID assessments collected by CITY. The term "net ATID assessments" shall mean the gross assessments collected by the CITY less the CITY's ongoing administrative costs associated with administering, collecting, sending penalty notices and auditing the Assessed Facilities ("Administrative Costs"), which Administrative Costs shall not exceed one percent (1 %) of the gross amount collected annually by the CITY for the A TID.

The term "Marketing Component Funds" shall include amounts collected by CITY as interest and penalties, but shall not include collection costs or amounts collected by CITY that CITY is 22 obligated to return to any person or entity.
23 E. BUREAU shall be prohibited from using funds received pursuant to this 24 Agreement including, but not limited to, Marketing Component Funds, for any use not 25 authorized in the Resolution of Intention, the Resolution of Formation, the Management Plan, 26 Chapter 2.14 of the Anaheim Municipal Code and this Agreement. In addition, BUREAU shall 27 be prohibited from using funds received pursuant to this Agreement for any of the following:
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1 (i) the purchase or the acquisition or receipt of any real property 2 without the prior written approval of CITY;
3 (ii) any pledge of funds received under this Agreement for the issuance 4 or guarantee of any debt such -as, but not limited to the purchase, acquisition or construction of 5 capital assets, without the prior written approval of CITY; 6 (iii) payment of any taxes, including California Sales and Use taxes, 7 and Federal and State Income taxes levied as a result of BUREAU activities; 8 (iv) charitable contributions and contributions to professional groups, 9 except to the extent any such contributions are made for marketing purposes; 10 11
(v) BUREAU membership orientations, receptions and development; (vi) costs related to the generation of advertising revenue in BUREAU 12 Membership Directory and related publications;
13 (vii) employee membership dues and subscriptions in organizations not 14 associated with the convention and tourism industry; 15 16
(viii) employee membership dues in private clubs;
(ix) employee transportation and meals not involved with promotion 17 and solicitation activities or staff training and development (expressly excluded are those travel 18 and entertainment costs associated with promoting the image or reputation of BUREAU); and 19 20 F.
(x) political donations, contributions or other activities.

Notwithstanding anything to the contrary in this Agreement, BUREAU 21 shall pay to CITY the annual sum of Two Hundred Thousand Dollars ($200,000.00) plus an 22 annual cost of living escalation adjustment thereto, to offset CITY's reduction of rental charged 23 to the National Association of Music Merchants (NAMM) for NAMM's Winter Meeting to be 24 held at the Anaheim Convention Center (ACC) beginning in January 2003 and continuing each 25 year thereafter through January 2010. Commencing in January 2011 and continuing through 26 2015, BUREAU shall pay to CITY an additional base amount of $25,000.00, in addition to the 27 annual cost of living escalation adjustment. Should NAMM cancel its Agreement for Lease 28 with CITY, or not exercise an option to Lease, for any year, then BUREAU shall not be 8 1 obligated to make the payment required by this subsection. Should an individual NAMM 2 meeting be cancelled due to a force majeure or other reason, BUREAU shall be excused from 3 payment for said cancelled meeting only.
4 (i) The required payment to CITY shall be due and payable by 5 BUREAU no later than ninety (90) days following the final day of the NAMM convention 6 during that calendar year. BUREAU may pay its obligation in two installments, by paying fifty 7 percent (50%) of its total obligation for the calendar year on or before the ninetieth (90th) day 8 following that year's NAMM Meeting, and the remaining fifty percent (50%) shall be due and 9 payable no later than June 30th of that same calendar year. 10 (ii) Should BUREAU fail to make any payment or installment required 11 in this Section when due and payable, CITY reserves the right to withhold and apply to such 12 arrearages any funds owing to BUREAU from CITY, including but not limited to transient 13 occupancy taxes or Marketing Component Funds.
14 (iii) CITY and BUREAU further agree that in the event the total hotel 15 revenues are insufficient to support BUREAU's annual offset payment for any given year, as 16 required in Section 6 (F) of this Agreement, BUREAU shall remit the total NAMM Community 17 Contribution collected to satisfy its obligation under Section 6 (F). The parties expressly further 18 agree that CITY is relying upon BUREAU's good faith efforts to collect the hotel revenues and 19 Community Contribution and that BUREAU shall be further obligated to use its good faith best 20 efforts to negotiate a rate adjustment with the hotels to prevent any shortfalls in the subsequent 21 years for the term of this Agreement.
22 (iv) The Cost of Living escalator applied to the annual payments 23 hereunder shall be based upon the Consumer Price Index - All Urban Consumers for the Los 24 Angeles-Anaheim-Riverside Area (or any successor thereto) as published by the US Department 25 of Labor. The total percentage increase in said Index for the previous calendar year shall be 26 applied to the annual payment, as may have been previously escalated, to derive the compounded 27 escalated payment. For purposes of illustration, the amount due in January 2003, was $200,000. 28 The payment due CITY for the January 2004 NAMM meeting was $203,600. If the December 9 1 2004 Index increased by 3 percent over the December 2003 Index, the amount due. in January 2 2005 shall be $203,600 plus the percentage increase in the cost of living index (assuming 3%) 3 applied to $203,600 or $209,708. The amount due in January 2006, shall be $209,708 plus the 4 applicable percentage change in the Index (assuming again 3%) applied to $209,708 or a 5 payment of $215,999. Annual payments based upon the compounded percentage increase in the 6 cost of living shall be due and payable through the NAMM event scheduled to take place in 7 January 2015. Commencing in January 2011, the Annual payment amount shall consist of the 8 amount due in January 2010 increased by the amount of the applicable percentage change in the 9 Index plus an additional baseline increase of Twenty Five Thousand ($25,000.00) Dollars. The 10 Annual payments thereafter, commencing on January 2012, shall escalate from the amount due 11 in 2011, adjusted by the applicable percentage change in the Index. 12 (v) This Section 6 (F) shall terminate upon payment by BUREAU to 13 CITY of all outstanding charges as calculated hereunder following the NAMM meeting in 14 January 2015.
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G. DISESTABLISHMENT
Upon disestablishment of the ATID, any remaining revenues and assets acquired 17 with Marketing Component Funds, after all outstanding debts are paid, shall be refunded in 18 accordance with this Agreement and Section 2.14.170 of the Anaheim Municipal Code. 19 20
21 7. RECORDS AND REPORTS MAINTENANCE AND INSPECTION/AUDIT A. Records and Reports Maintenance
BUREAU shall establish and maintain financial and performance records with 22 respect to all matters covered by this Agreement in sufficient detail and in a manner sufficient to 23 conform to generally accepted accounting principles so as to allow audit of the expenditure of 24 CITY funds received by BUREAU. BUREAU shall retain such financial and performance 25 records for a period of three (3) years.
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2 B. Documentation of Costs
All costs shall be supported by properly executed payrolls, time records for 3 personnel, invoices, agreements or vouchers, or other official documentation evidencing in 4 complete and proper detail the nature and propriety of the charges. 5 6
C. Certified Statement
By July 31st of each year during the Term hereof, BUREAU shall furnish to 7 CITY a statement in writing, certified by BUREAU and a Certified Public Accountant to be 8 correct, showing in detail how the funds received pursuant to this Agreement including, but not 9 limited to, Marketing Component' Funds were expended and whether the funds were expended 1 0 for a purpose authorized by this Agreement.
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D. Inspection/ Audit
CITY reserves the right to designate its own employee representative(s) or its 13 contracted representatives with a Certified Public Accounting firm who shall have the right to 14 audit BUREAU's accounting procedures and internal controls of BUREAU's financial systems 15 and to examine any cost, revenue, payment, claim, other records or supporting documentation 16 resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by 17 CITY or its representative(s) at mutually agreed upon reasonable times and in conformance with 18 generally accepted auditing standards. BUREAU agrees to fully cooperate with any such 19 audit( s ).
20 This right to audit shall extend during the length of this Agreement and for a 21 period of three (3) years, or longer, if required by law, following the date of any payment 22 tendered under this Agreement. BUREAU agrees to retain all necessary records/documentation 23 for the entire length of this audit period.
24 BUREAU will be notified in writing of any exception taken as a result of an audit. 25 If BUREAU disagrees with any of such exceptions, BUREAU will notify CITY in writing 26 within twenty (20) days after the notification of exceptions to BUREAU. BUREAU and the City 27 Manager will then meet and attempt to resolve any differences. Any expenditure of funds for a 28 purpose not authorized by this Agreement shall be paid to CITY by BUREAU within thirty (30) 11 1 days from presentation of CITY's findings to BUREAU. If BUREAU fails to make such 2 payment, BUREAU agrees to pay interest, accruing monthly, at a rate of 10% per annum unless 3 another section of this Agreement specifies a higher rate of interest, then the higher rate will 4 prevail. Interest will be computed from the date of written notification of exception(s) to the date 5 BUREAU reimburses CITY for any exception(s).
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8. COORDINATION AND LIAISON
BUREAU and CITY agree that during the term of this Agreement they shall 8 coordinate, as appropriate, all services hereunder with the City Manager or his designee. 9 BUREAU shall appoint two CITY management employees, designated by the 10 City Manager, as ex-officio members of BUREAU's Board of Directors. One of the CITY 11 appointees shall also be appointed as an ex-officio member of the Executive Committee of the 12 Board of Directors, or similar governing body. BUREAU shall notify the CITY appointees of 13 any and all meetings of such Board or Committee.
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9. ASSIGNABILITY
BUREAU shall not assign or otherwise transfer any of its rights or obligations 16 whatsoever in this Agreement without the prior written consent of CITY acting by and through 17 the City Manager. Any attempt by BUREAU to assign or transfer any of its rights or obligations 18 hereunder without such prior written consent of CITY shall be void. 19 20

10. SUBCONTRACTORS
BUREAU shall have the right, without the City Manager's prior consent, (i) to 21 enter into subcontracts for the performance of routine services not involving its primary duties of 22 convention and tourism marketing such as, but not limited to, printing and computer services, 23 and (ii) to enter into subcontracts for the performance of any services to be rendered outside of 24 the United States.
25 Except as provided herein, none of the serv~ces described in Section 2 (A) through 26 (G) of this Agreement shall be subcontracted by BUREAU without the prior written consent of 27 the City Manager, or designee. Requests for subcontractors shall be submitted in writing to the 28 12
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1 City Manager, or designee, describing the services to be subcontracted and the name and address 2 of the proposed subcontractor.
3 All subcontractors shall be subject to all of the terms and conditions of this 4 Agreement. BUREAU shall monitor and supervise any subcontractors and shall be responsible 5 to CITY for the acts and omissions of such contractors and their officers, employees and agents. 6 7

11. COPYRIGHTS
If this Agreement results in any publication, in any form, which may be 8 copyrighted, the author is free to copyright the work, but CITY reserves a royalty-free 9 10
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nonexclusive and irrevocable license to reproduce, publish or otherwise use and may authorize others, subject to the prior written approval of BUREAU, to use such materials for use in connection with official CITY programs or activities.

12. USE AND DISPOSITION OF PERSONAL PROPERTY
A. Ownership
All personal property purchased in whole or in part with transient occupancy tax funds shall be the sole and exclusive property of CITY. All personal property purchased in whole or in part with Marketing Component Funds shall be the sole and exclusive property of the ATID. BUREAU shall have the exclusive right to use all personal property prior to termination of this Agreement or disestablishment of the A TID. The term "personal property" shall include, but not be limited to, office equipment, supplies, materials and other personal property '
B. Disposition of Personal Property
All personal property purchased with funds provided hereunder in the possession of BUREAU or BUREAU's representative(s) shall be returned to CITY, and/or disposed of as set forth in the approved Resolution of Intention to Disestablish the A TID, immediately upon termination of this Agreement or disestablishment of the ATID. 25 Ill
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2 13. BUREAU STRUCTURE
The BUREAU agrees that it will maintain a corporate structure that is acceptable 3 to the CITY and which adequately represents the interests of businesses subject to A TID 4 assessments. Persons representing businesses subject to A TID assessments shall hold positions 5 on the BUREAU'S Board of Directors and as BUREAU Officers in proportion to the percentage 6 of funds that the ATID is contributing to the BUREAUS annual gross revenues. If the CITY, in 7 its sole discretion, determines that BUREAU has failed to comply with this Section, the CITY 8 shall be entitled to terminate this Agreement, for cause, in accordance with Section 21 of this 9 Agreement.
10 14. OFFICE SPACE
11 CITY shall provide office space to BUREAU in CITY's Convention Center and 12 BUREAU shall pay rent to CITY for such space on a monthly basis in an amount set by CITY's 13 Convention Center Executive Director. Such rental amount shall be comparable to rent charged 14 for like office space in the same area. Such rental payment shall be due and payable to CITY on 15 the first day of each month.
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15. INDEMNIFICATION
As respects acts, errors or omissions in the performance of professional services, 18 BUREAU agrees to indemnify and hold harmless CITY, its officers, agents, employees, 19 representatives and volunteers from and against any and all claims, demands, defense costs, 20 liability or consequential damages of any kind or nature arising directly out of BUREAU's 21 negligent acts, errors or omissions in the performance of professional services under the terms of 22 this Agreement.
23 As respects all acts or omissions which do not arise directly out of the 24 performance of professional services, including but not limited to those acts or omissions 25 normally covered by general and automobile liability insurance, BUREAU agrees to indemnify, 26 defend (at CITY's option), and hold harmless CITY, its officers, agents, employees, 27 representatives, and volunteers from and against any and all claims, demands, defense costs, 28 liability, or consequential damages of any kind or nature arising out of or in connection with 14 I BUREAU's (or BUREAU's subcontractors, if any) performance or failure to perform, under the 2 terms ofthis Agreement; excepting those which arise out ofthe sole negligence of CITY. 3 4
I6. NO WAIVER OF RIGHTS
No waiver of any of the provisions of this Agreement shall be deemed or shall 5 constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. 6 No waiver shall be binding unless executed in writing by the party making the waiver. 7 8

17. INSURANCE
Without limiting CITY's right to indemnification, BUREAU agrees to secure 9 prior to commencing any activities under this Agreement, and maintain during the term of this I 0 Agreement, insurance coverage as follows:
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Workers' Compensation Insurance, as required by California statutes; Comprehensive General Liability Insurance, or Commercial General Liability 13 Insurance, including coverage for Premises and Operations, Contractual Liability, Personal I4 Injury Liability, Products/Completed Operations Liability, Broad-Form Property Damage (if I5 applicable) and Independent Contractors' Liability (if applicable), in an amount not less than I6 One Million Dollars ($I,OOO,OOO.OO) per occurrence, combined single limit, written on an 17 occurrence form.
18 All Risk (not including earthquake and flood) Property coverage on BUREAU's 19 betterment and improvements.
20 Each insurance policy required by this Agreement shall contain the following 21 clauses:
22 "This insurance shall not be canceled, limited in scope or coverage, or non-renewed until 23 after thirty (30) days' prior written notice has been given to CITY by delivery of said 24 written notice to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 25 92805."
26 "It is agreed that any insurance or self-insurance maintained by the CITY shall apply in 27 excess of and not contribute with insurance provided by this policy." 28 15
1 Each insurance policy required by this Agreement, excepting policies for 2 workers' compensation and professional liability, if any, shall contain the following clause:
3 "The City of Anaheim, and its officers, agents, employees, representatives and 4 volunteers are added as additional insureds as respects the named insured, operations and 5 activities of, or on behalf of performed under contract with the City of Anaheim ." 6 In addition to any other remedies CITY may have if BUREAU fails to provide or 7 maintain any insurance policies or policy endorsements to the extent and within the time herein 8 required, CITY may, at its sole option, after giving BUREAU written notice at least twenty days 9 (20) days prior thereto:
10 A. Obtain such insurance and deduct and retain the amount of the premiums 11 for such insurance from any sums due under the Agreement; 12 B. Order BUREAU to stop work under this Agreement and/or withhold any 13 payment(s) which become due to BUREAU hereunder until BUREAU demonstrates compliance 14 with the requirements hereof;
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Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other 17 remedies CITY may have and is not the exclusive remedy for BUREAU's failure to maintain 18 insurance or secure appropriate endorsements.
19 Nothing herein contained shall be construed as limiting in any way the extent to 20 which BUREAU may be held responsible for payments of damages to persons or property 21 resulting from BUREAU's or its subcontractor's performance of the work covered under this 22 Agreement.
23 Insurance coverage specified herein constitutes the minimum requirements and 24 those requirements do not lessen or limit the liability of BUREAU under this Agreement. 25 BUREAU shall obtain, at its own expense, any additional kinds and amounts of insurance that it 26 may deem necessary.
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16 1 The CITY's Risk Manager is hereby authorized to reduce the requirements set 2 forth in this Section in the event the Risk Manager determines that such reduction is in the 3 CITY's best interest.
4 Prior to commencing any work under this Agreement, the BUREAU shall deliver 5 to CITY insurance certificates confirming the existence of the insurance required by this 6 Agreement, and including the applicable clauses referenced above. Also within thirty (30) days 7 of the execution date of this Agreement, BUREAU shall provide to CITY endorsements to the 8 above required policies, which add to these policies the applicable clauses referenced above. 9 Said endorsements shall be signed by an authorized representative of the insurance company and 10 shall include the signator's company affiliation and title. Should it be deemed necessary by 11 CITY, it shall be BUREAU's responsibility to see that CITY receives documentation acceptable 12 to CITY which sustains that the individual signing said endorsements is indeed authorized to do 13 so by the insurance company.
14 Also, CITY has the right to demand, and receive within a reasonable time period, 15 copies of any insurance policies required under this Agreement.

18. NOTICES 16
17 Any notice, demand, request, consent, approval, or communication that either 18 party desires or is required to give to the other party or to any other person shall be in writing and 19 either served personally or sent by pre-paid, first-class mail. Any notice, demand, request, 20 consent, approval, or communication that either party desires or is required to give to the other 21 party shall be addressed as follows:
22 23
24 25
26 27
28 IF TO BUREAU:

IF TO CITY:

Anaheim Visitors & Conv. Bureau
800 W. Katella A venue
Anaheim, CA . 92802
Attn: President of Bureau
City Clerk
City of Anaheim
200 S. Anaheim Boulevard
Anaheim, CA 92805
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WITH COPY TO: Executive Director
Convention, Sports and Entertainment
City of Anaheim
800 W. Katella Avenue
Anaheim, Ca 92802
Either party may change its address by notifying the other party of the change of 5 address. Notice shall be deemed given within three (3) days after the date of mailing if mailed as 6 provided in this Section.
7 8
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27 19. RESERVE ACCOUNT
Under the terminated and superseded prior Agreement dated June 28, 1983, as amended on March 20, 1984 and July 10, 1990, between BUREAU and CITY, BUREAU accumulated a sum of money for the stated purpose of providing a reserve to provide funding in the event CITY cannot or does not provide such funding in a timely manner (the "Reserve Account")- The parties agree that the Reserve Account shall be retained by BUREAU and used by BUREAU exclusively for the benefit of the Convention Center and tourism related activities.

20. ANAHEIM CONVENTION CENTER DATE PRIORITIES
It is well known in the industry that conventions, conferences and trade shows make firm decisions on future meeting and show sites from three (3) to five (5) years in advance, and, in some cases, six (6) to eight (8) years in advance. Smaller conference groups, generally self contained in hotel facilities, make their decisions two (2) to three (3) years in advance.

On the other hand, local events, consumer shows, socials, athletic events, concerts and similar events generally form their plans on a year-to-year basis. There are a few exceptions to this, and those are major public events which repeat each year and develop a cycle or pattern for their date preference and proven stability for an annual return with high public acceptance_ In recognition of the foregoing, it is agreed that conventions, conferences, and trade shows, solicited through BUREAU, will generally have first priority on date availabilities until twelve (12) months from the current date for all exhibit halls, lobby space, and meeting room space. Those events will have first priority on date availability of the Arena and Arena Lobby until eighteen (18) months from the current date. This shall be referred to as the "12 28 Month/18 Month Lead Time."
18 1 After the expiration of the "12 Month/18 Month Lead Time," the management 2 staff of the Anaheim Convention Center will have first priority on date availabilities so that local 3 events, consumer show, socials, athletic events, concerts and similar events can be 4 accommodated in remaining available dates.
5 Taking into consideration the need to make the Anaheim Convention Center 6 available from time to time for local events, consumer shows, socials, athletic events, concerts 7 and similar events, CITY and BUREAU agree to identify mutually agreeable dates at the 8 Anaheim Convention Center for hosting annual events in the Arena or Exhibits Halls. The 9 number of events to receive preferential date accommodation shall not exceed five (5) and shall 10 generally be accommodated during the less desirable dates for conventions, conferences, and 11 trade shows. These five (5) events shall receive "tentative" dates on a five year cycle, with 12 "firm" dates for these events to be arranged on a two-year cycle. 13 The management staffs of the Anaheim Convention center and BUREAU will 14 continue to cooperate in any other cases involving date availabilities and the "12 Month/18 15 Month Lead Time" so that the total best interests of Anaheim are served. 16 17

21. TERMINATION
A. In the event that either party fails or refuses to perform any of the 18 provisions of this Agreement at the time and in the manner required, that party shall be deemed 19 in default in the performance of this Agreement. If such default is not cured within a period of 20 thirty (30) calendar days, or if more than thirty (30) calendar days are reasonably required to cure 21 the default and the defaulting party fails to give adequate assurance of due performance within 22 thirty (30) calendar days after receipt of written notice of default, specifying the nature of such 23 default and the steps necessary to cure such default, the non-defaulting party may terminate the 24 Agreement forthwith by giving to the defaulting party written notice thereof. 25 B. Either party may terminate this· Agreement without cause upon giving the 26 other party at least one hundred and eighty (180) days' prior written notice. 27 C. If the A TID is disestablished, the CITY may terminate this Agreement 28 immediately by providing the BUREAU notice that the A TID has been disestablished. 19 1
2 22. INDEPENDENT CONTRACTOR
The performance of BUREAU's services hereunder shall be in the capacity of an 3 independent contractor and not as an officer, agent, or employee of CITY. In consideration for 4 the compensation paid to BUREAU by CITY, BUREAU agrees that CITY shall not be liable or 5 responsible for any benefits, including, but not limited to, worker's compensation, disability, 6 retirement, life, unemployment, health or any other benefits and BUREAU agrees that he shall 7 not sue or file a claim, petition or application therefore against CITY or any of its officers, 8 employees, agents, representatives or sureties.
9 10

23. NO THIRD PARTY RIGHTS
The parties intend not to create rights in, or to grant remedies to, any third party as 11 a beneficiary of this Agreement or of any duty, covenant, obligation or undertaking established 12 herein.
13 14

24. ENTIRE AGREEMENT
This writing constitutes the entire agreement between the parties with respect to 15 the subject matter hereof, and supersedes all oral or written representations or written agreements 16 which may have been entered into between the parties. No modification or revision shall be of 17 any force or effect, unless the same is in writing and executed by the parties hereto. 18 If any provision of this Agreement shall be held invalid, such invalidity shall not 19 affect the other provisions hereof, and to this extent, the provisions of this Agreement are 20 intended to be and shall be deemed severable. The parties shall agree, if reasonably practicable, 21 upon provisions which are equivalent from an economic point of view to replace any provision 22 which is determined to be invalid.
23 24

25. LAWS GOVERNING CONSTRUCTION OF TERMS
This agreement shall be governed by the laws of the State of California. If any 25 portion of this Agreement is held invalid under any applicable statute or rule of law, then such 26 portion only shall be deemed invalid.
27 ///
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20 1
2 26. FORCE MAJEURE
No party shall be considered to be in default in the performance of any of its 3 obligations under this Agreement (other than obligations to make payments for bills rendered 4 pursuant to this Agreement) when a failure of performance shall be due to uncontrollable force. 5 The term "uncontrollable force" shall mean any cause beyond the control of the party unable to 6 perform such obligations, including, but not limited to, failure of or threat of failure of facilities, 7 flood, earthquake, storm, drought, fire, pestilence, lightning and other natural catastrophes, 8 epidemic, war, riot, civil disturbance or disobedience, strike, labor dispute, labor or material 9 shortage, sabotage, government priorities, restraint by court order or public authority and action 1 0 or non-action by or inability to obtain the necessary authorization or approvals from any 11 governmental agency or authority, which by the exercise of due diligence such party could not 12 reasonably have been expected to avoid and which by exercise of due diligence has been unable 13 to overcome.
14 15

27. AUTHORITY AND EFFECTIVE DATE
BUREAU and BUREAU's signators represent that the signators hold the 16 positions set forth below their signatures and that the signators are authorized to execute this 17 Agreement on behalf of BUREAU and to bind BUREAU hereto. 18 CITY and CITY's signators represent that the signators hold the positions set 19 forth below their signatures and that the signators are authorized to execute this Agreement on 20 behalf of CITY and to bind CITY hereto.
21 The effective date of this Agreement shall be December 1, 2010 ("Effective 22 Date"). In the event BUREAU fails to set "forth a date of execution opposite the name(s) of 23 BUREAU's signator(s), BUREAU hereby authorizes CITY, by and through its representative, to 24 insert the date of execution by BUREAU's signator(s) as the date this Agreement, as executed by 25 BUREAU, is received by CITY.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth. 3 4
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21 DATE OF EXECUTION:
9/14/lo
DATE OF EXECUTION:
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APPROVED AS TO FORM:

CITY OF ANAHEIM, ~
a munia rporatwn
By ~
Mayor
"CITY"

ANAHEIM/ORANGE COUNTY VISITOR &

CONVENTION BUREAU
B~~ili[\\llw
Printed Name Q~~~h~ ~""\s( ~
Title C2cQ:>.\c.\~t
"BUREAU"
:: ~:IsTm]:LEc.r;=Y
24 Aaron c. Harp
Senior Assistant City Attorney
25 26
27 28
Date._1_ ( _7_ / _:_{ _0 __ _
78808
22 Attachment A
Anaheim Tourism Improvement District of 2010
Management Plan
Established Under Anaheim City Ordinance 6174
Section 2.14.050
Presented to:

The Anaheim/Orange County Visitor & Convention Bureau
Honorable Mayor Curt Pringle and City Council
City Manager Thomas J. Wood
September 2, 2010
Anaheim Tourism Improvement District of 2010 (A TID)
Management Plan
Table of Contents
Section 2.14.050, Part .010
Sub-Section:
011 The Name of the Proposed District
012 A Map of the District
013 A Description of the Boundaries of the District,
014 The Improvement and Activities Proposed for the First 5 Years Description of the Potential Transportation Items,
015 The Total Annual Amount Proposed to be Expended for the First Five (5) Years of Operation of the District
016 The Proposed Source or Sources of Financing Including the Proposed Method and Basis of levying the Assessment
017 The Time and Manner of Collecting Assessments
018 The Specific Number of Years in Which the Assessment will be levied 019 The Proposed Time for Implementation and Completion of the Management Plan
020 A list of the Businesses to be Assessed
021 The Structure Governing Implementation of the Management Plan 022 All Required Cost Recovery Information Specified in Section 2.14.130.020

SECTION 011

THE NAME OF THE PROPOSED DISTRICT
The name ofthe proposed District will be the "Anaheim
Tourism Improvement District of 2010" ("A TID").
3 SECTION 012

A MAP OF THE DISTRICT
The map of the A TID and the following streets and address series are included in the following pages.
4 SECTION 013

A DESCRIPTION OF THE BOUNDARIES OF THE DISTRICT
The boundaries of the A TID are set forth in the maps in Section 012 and shall include all current and future visitor accommodation facilities, hotels, and motels (but not including Vacation Ownership Resorts, as such term is defined in Anaheim Municipal Code Section 18~114.030.150, . to the extent they are being used as Vacation Ownership Resorts) located within the ATID boundaries engaged in the renting of rooms for a period of less than thirty (30) days ("Assessed Facilities") which are, or will be, located within such boundaries. In general, a narrative of the Assessed Facilities to be included in the A TID is as follows:

Any and all current and future Assessed Facilities falling within the area designated on the map set forth in Section 012 hereof, including, without limitation, those Assessed Facilities on the following streets:
o On Harbor Drive from north Anaheim Resort boundaries near Vermont Avenue on the north, southward to the Garden Grove City border/and Chapman Avenue on the south; o On Disneyland Drive from north Anaheim Resort boundaries near Locust Avenue on the north, southward to West Street/Garden Grove City border on the south; o On the east side of Walnut Street from Ball Road on the north and Stella Street on the south;
o On Manchester and Clementine Street with the intersection of Harbor Boulevard and Manchester Avenue on the north to the intersection of Katella Avenue and Clementine Street on the south end;
o On Anaheim Boulevard with Interstate 5 on the north, southward to the Anaheim Resort boundaries along Anaheim Boulevard on the south;
o On Katella Avenue from Walnut Street on the west to the Santa Ana River on the east; o On Disney Way from Harbor Blvd on the west, to Interstate 5 on the east; o On Ball Road from West Place on the west to the eastern Anaheim Resort boundaries of Ball Road on the east;
o On Orangewood Avenue within the Anaheim Resort boundaries west of Interstate 5 continuing eastward and commencing again from Anaheim Way running eastward to the Santa Ana River on the east;
o On Chapman Avenue within the Anaheim Resort boundaries; o On Gene Autry Way from Interstate 5 on the west to State College Blvd on the east; o On Lewis Street within the Platinum Triangle boundaries; o On State co·llege Blvd within the boundaries of the Platinum Triangle boundaries; o On Howell Avenue within the Platinum Triangle boundaries; o On Sunkist Street within the Platinum Triangle boundaries; o On Douglas Road within the Platinum Triangle boundaries; o On the east and west side of the Orange Freeway/State Route 57 within the boundaries of the Platinum Triangle;
o On Anaheim Way within the Platinum Triangle boundaries; 5 o Any existing and future private and public roads, streets, avenues or boulevards with the current and future boundaries of the Anaheim Resort Area and the Platinum Triangle as currently designated by the City Council of Anaheim; 6 SECTION 014
THE IMPROVEMENT AND ACTIVITIES PROPOSED FOR THE FIRST 5 YEARS

DESCRIPTION OF THE POTENTIAL TRANSPORTATION ITEMS
The purpose of forming the A TID as a Tourism Improvement District is to provide revenues to cover the costs of activities, improvements, services and programs that will benefit the Assessed Facilities and the tourism and convention industry in the City of Anaheim ("City"). The activities, improvements, services and programs to be provided and paid for by the ATID shall confer a special benefit to all Assessed Facilities. Those activities, improvements, services and programs are listed below.

The owners of the Assessed Facilities anticipate that the City Council will approve a resolution authorizing bonds to be paid from the City General Funds or other special funds, other than A TID assessments, for improvements to or expansion of the Convention Center (including the Plaza).

Services and Programs, Improvements and Activities ofthe A TID:

The ATID will serve as a funding mechanism for some or all of the following types of special improvements or activities to market, promote, and support the City's tourism and convention industry:

1. Marketing and Promotion Activities:
~ Advertising and marketing programs;
~ Special events produced by resort properties- demand generators; ~ Underwriting of related special events that benefit the Assessed Facilities; ~ Public art related to the promotion of Anaheim Convention Center or Assessed Facilities; ~ Private additional security within the. Anaheim Resort Area for Assessed Facilities; and ~ Funding of satellite offices and facilities for the promotion of the City as a desirable destination location.

2. Transportation Improvements and Activities:
~ Planning, design, construction and operation of transit improvements, including the "ARC," the inter-city dedicated mass transit system linking the regional rail station to the various Assessed Facilities and collector points throughout the City, as further set forth in Section 016 hereof;
~ Transportation expenses such as Anaheim Transportation Network for Assessed Facilities;
~ Alternative transportation methods for Assessed Facilities; ~ Pedestrian walkways and related improvements;
7 );> Other programs or activities which facilitate transportation to and within the Anaheim Resort Area and thus benefit the Assessed Facilities; and );> Debt service on and costs related to bonds, notes or certificates of participation issued by the City for any of the improvements set forth above.

3. Support Costs:
);> Staff and organizational operating costs related to the administration ofthe A TID; );> Repayment of formation costs including the use of attorneys, consultants and related professional services; and
);> Any incidental collection fees levied by the City based upon agreement of the Assessed Facilities.

Funds remaining at the end of any ATID fiscal year shall be used in subsequent years in which the ATID assessments are levied so long as they are used consistent with the requirements of the adopted resolution of formation and this Management Plan. 8 SECTION 015

THE TOTAL ANNUAL AMOUNT PROPOSED TO BE EXPENDED FOR
THE FIRST FIVE (5) YEARS OF OPERATION OF THE A TID
In an effort to plan conservatively, the following table assumes that there will not be any growth of new hotels or assessed facilities within the A TID boundaries of the Anaheim Resort Area or the Platinum Triangle within the next five (5} years. It also assumes that the room rates and occupancy rates will grow at a rate of only three percent (3%) per year. Any adjustments in revenue from the addition or subtraction of rooms and/or fluctuations in room and occupancy rates will be reported to the Contracting Entity (defined below) and the Transportation Committee (defined belowL which in turn will recommend any budgetary changes to the City Manager and City Council annually. A sample annual budget for the Marketing Component Funds (defined below) is attached hereto as Exhibit A.

The following figures are net of the City's administrative costs of up to a maximum of one percent {1%) of ATID revenues. The twenty-five percent (25%) and seventy-five percent (75%) allocation may be reallocated at a later date pursuant to the reallocation provisions in Section 016 hereof.

YEAR
(FY)
2010-11
(Partial
Year*)
2011-12
2012-13
2013-14

CATEGORY
Formation Costs of
the City
Marketing Component
Funds
Transportation Component
Funds
Total
Marketing Component
Funds
Transportation Component
Funds
Total
Marketing Component
Funds
Transportation Component
Funds
Total
Marketing Component
Funds
Transportation Component
Funds

PERCENTAGE OF THE

ATID BUDGET
n/a
75% of remaining
amount
25% of remaining
amount
100%
75%
25%
100%
75%
25%
100%
75%
25%
9 TOTAL AMOUNT AVAILABLE

FOR A TID EXPENDITURE
$350,000.00
$4,360,811.00
$1,453,604.00
$6,164,415.00
$7,140,024.00
$2,380,008.00
$9,520,032.00
$7,354,225.00
$2,451,408.00
$9,805,633.00
$7,574,851.00
$2,524,950.00
YEAR
(FY)
2014-15
Total for 1st
5 Years of
A TID

CATEGORY
Total
Marketing Component
Funds
Transportation Component
Funds
Total
Marketing Component
Fund
Transportation Component
Funds
Total

PERCENTAGE OF THE TOTAL AMOUNT AVAILABLE

ATID BUDGET FOR A TID EXPENDITURE
100% $10,099,801.00
75% $7,802,097.00
25% $2,600,699.00
100% $10,402,796.00
75% $34,232,008.00
25% $11,410,669.00
100% $45,642,677.00 1
*It is currently estimated that A TID Assessments will be collected for eight (8) months of the 2010-11 fiscal year. Therefore, the A TID expenditure for the 2010-11 fiscal year is estimated based on eight (8) months of collections.

Total does not include 2010-11 (Partial Year) City Formation Costs of $350,000. 10 SECTION 016

THE PROPOSED SOURCE OR SOURCES OF FINANCING INCLUDING THE

PROPOSED METHOD AND BASIS OF LEVYING THE ASSESSMENT IN

SUFFICIENT DETAIL
Assessment Formula.

Each Assessed Facility shall pay an assessment in the amount equal to two percent {2%) of the hotel room "rent" (as defined in Anaheim Municipal Code Section 2.12.005.080) charged by the operator of such Assessed Facility (the "A TID Assessment").

Allocation.

The City shall recover its actual costs of administering the ATID, from the ATID Assessment revenues collected monthly before any funds are distributed for other purposes; provided, however, the City's administrative costs on an annual basis shall not exceed one percent {1%) of the amount of the A TID Assessments collected in such fiscal year. Of the remaining net A TID Assessment revenues following the City's recovery of its costs, seventy-five percent (75%) shall be dedicated to marketing, promotion and related matters as outlined in Section 014 hereof (the "Marketing Component Funds") and twenty-five percent (25%) shall be dedicated to transit and transportation improvements and related matters as outlined in Section 014 hereof ("Transportation Component Funds"). The twenty-five percent (25%) and seventy-five percent (75%) allocation may be adjusted to thirty percent (30%) and seventy percent (70%), respectively, at a later date pursuant to the reallocation provision below. The specific uses of the Transportation Component Funds and the priority of such uses shall be governed by a Transportation Committee (defined in Section 021 below).

All ATID Assessment Funds collected, and any earnings thereon, are irrevocably dedicated to the purposes described in this Management Plan. Any amount of either the Marketing Component Funds or the Transportation Component Funds that is not spent in any one (1) fiscal year shall remain dedicated to such purposes.

The City shall enter into a contract with an entity ("Contracting Entity") that will be responsible for handling the day-to-day management of the Marketing Component Funds, under which the City's sole and limited financial obligation shall be to distribute funds from the ATID Assessments pursuant to the terms of this Management Plan and its contract with the Contracting Entity. Details regarding the management of all these funds, decision-making regarding priorities and other related matters are provided in Section 021 of this Management Plan.
11 Reallocation of Percentages between the Marketing Component and the Transportation Component:

The initial amount of the A TID Assessments dedicated annually to the Transportation Component Fund shall be twenty-five percent (25%) of the collected A TID Assessments (net of the City's administration costs). Notwithstanding anything herein to the contrary, if and when at least 800 new rooms within current or future Assessed Facilities are completed and occupied and further provided that the 800-plus additional rooms are owned and/or managed by the largest single payer of A TID Assessments by brand at the time of the formation of the A TID, the allocation to the Transportation Component Funds shall, effective at the start of the next fiscal year of the City, be automatically increased from twenty-five percent (25%) to thirty percent (30%) ofthe collected A TID Assessments and the allocation to the Marketing Component Funds shall automatically be decreased from seventy-five percent (75%) to seventy percent (70%) (net of the City's administration costs). If and when such reallocation occurs, all percentages and figures in this Management Agreement based on the twenty-five percent (25%) and seventy­ five percent (75%) allocation shall be automatically adjusted to reflect the thirty percent (30%) and seventy percent (70%) allocation.

Annual Report.

The Contracting Entity, which is responsible for managing the day-to-day affairs with respect to the Marketing Component Funds, and the Transportation Committee, which is responsible for overseeing the Transportation Component Funds, shall each file an annual report with the City in accordance with Section 2.14.150 of the TID Enabling Ordinance. If, and to the extent that the City elects to issue bonds pursuant to Section 2.14.140 of the TID Enabling Ordinance for the purpose of financing authorized transit improvements, the sole source of payment of debt services and other costs of such bonds shall be from the Transportation Component Funds and no portion of the Marketing Component Funds shall be pledged to or otherwise be available to pay such costs for the term of the A TID.
12 SECTION 017

THE TIME AND MANNER OF COLLECTING ASSESSMENTS
The City Council found and determined that the public convenience and necessity required the establishment of the A TID and that all Assessed Facilities within the A TID shall be specifically benefitted from the expenditure of the funds raised by the A TID Assessments to be levied. Any future Assessed Facilities opened within the boundaries ofthe A TID shall be automatically included in the A TID Assessment collection system as they will be specifically benefitted by the expenditure of funds raised by the A TID Assessments levied.

Assessment.

All Assessed Facilities shall pay an assessment in the amount equal to two percent (2%) of the hotel room "rent" (as defined in Anaheim Municipal Code Section 2.12.005.080) charged by the operator of such facility. The Assessed Facility shall be solely responsible for payment of such assessment.

Collection by City.

Each Assessed Facility shall, on or before the close of City business on the last City business day of each month, file a return with the City-designated collector on forms provided by such collector stating the total rents charged during the immediately preceding calendar month. The full amount of the ATID Assessments shall be remitted to the City collector along with the return.

Penalty for Non-Payment.

Any Assessed Facility that fails to remit any A TID Assessments within the time required shall: (i) pay interest equal to one and one-half percent (1.5%) per month on the outstanding amount due from the first (1st) day immediately following the due date until the date of payment; (ii) pay a penalty of ten percent (10%) for each month, or portion thereof, said payment is overdue, from the first (1st) day immediately following the due date provided, that the amount of such penalty shall not exceed fifty percent (SO%) of such delinquent ATID Assessment; and (iii) pay any collection costs incurred by the City. Any and all interest and penalties collected shall be deposited into the same accounts that hold A TID Assessment revenues and shall be used solely for the same authorized purposes of such revenues. 13 SECTION 018

THE SPECIFIC NUMBER OF YEARS IN WHICH THE ASSESSMENT WILL BE LEVIED Concurrently with the establishment ofthe A TID, the City Council is being asked to approve a resolution authorizing bonds to be paid from the City General Funds for improvements to or expansion of the Convention Center (including the Plaza). In light of this proposed commitment by the City, the assessment period for the A TID is for a minimum of thirty (30} years commencing October 31, 2010.

However, if within the first three (3) years ofthe A TID, no bonds have been issued pursuant to Section 2.14.140 of the Enabling Ordinance and no debt or other long-term contract has been issued by or entered into by the City for improvements or expansion of the Convention Center (including the Plaza), then the disestablishment provisions set forth in Section 2.14.170 of the Enabling Ordinance shall become operative. If, as a result, the A TID is disestablished, the City shall work with the owners and operators of the Assessed Facilities to create an alternative plan and funding mechanism for convention and tourism promotion.

2.14.170 DISESTABLISHMENT .
. 010 Any district established or extended pursuant to the provisions of this chapter, where there is no indebtedness, outstanding and unpaid or outstanding contract, incurred to accomplish any of the purposes of the district, may be disestablished by resolution by the City Council in either of the following circumstances:
.011 If the City Council finds there has been misappropriation of funds, malfeasance, or a violation of law in connection with the management of the district, it shall notice a hearing on disestablishment.
.012 During the operation of the district, there shall be a 30-day period each year in which assessees may request disestablishment of the district. The first such period shall begin five (5) years after the date of establishment of the district or such other time as set forth in the management plan and shall continue for thirty {30) days. The next such 30-day period shall begin six (6) years after the date of the establishment of the district or such other time as set forth in the management plan. Each successive year of operation of the district shall have such a 30-day period. Upon the written petition of the owners of businesses in the A TID who pay 50 percent {50%} or more of the assessments levied, the City Council shall pass a resolution of intention to disestablish the district. The City Council shall notice a hearing on disestablishment. .020 The City Council shall adopt a resolution of intention to disestablish the district prior to the public hearing required by this section. The resolution shall state the reason for the disestablishment, shall state the time and place of the public hearing, and shall contain a proposal to dispose of any assets acquired with the revenues of the assessments levied within the property and business improvement district. The notice of the hearing on disestablishment 14 required by this section shall be given by mail to each affected A TID business subject to assessment in the district, as appropriate. The City shall conduct the public hearing not less than thirty (30} days after mailing the notice to the property or business owners. The public hearing shall be held not more than sixty (60) days after the adoption of the resolution of intention .
. 030 Upon the disestablishment of a district, any remaining revenues, after all outstanding debts are paid, derived from the levy of assessments, or derived from the sale of assets acquired with the revenues, or from bond reserve or construction funds, shall be refunded pro rata to the owners of A TID businesses then located and operating within the district in which assessments were levied by applying the same method and basis that was used to calculate the assessments levied in the fiscal year in which the district is disestablished . . 040 1/ the disestablishment occurs before an assessment is levied for the fiscal year, the method and basis that was used to calculate the assessments levied in the immediately prior fiscal year shall be used to calculate the amount of any refund . . 050 Notwithstanding the above, if there is indebtedness or outstanding contracts, the assessment may not be terminated for such indebtedness or contract but may be permanently or temporarily terminated or otherwise reduced with respect to all other improvements and activities if the above steps are taken upon the written petition of the owners of businesses in the A TID who paid 50 percent (50%} or more of the assessments in the preceding fiscal year. 15 SECTION 019

THE PROPOSED TIME FOR IMPLEMENTATION AND COMPLETION OF THE

ANAHEIM TOURISM IMPROVEMENT DISTRICT

ACTION TAKEN BY THE CITY EXPLANATION DATE/STATUS

COUNCIL
Adoption of TID Enabling This is the local legislation that allows July 20, 2010, Adopted Ordinance by the City for the creation of the new A TID unanimously by the City Council Council
Resolution of Intent to Signifies the City's intention to hold a July 27, 2010, Adopted Establish the A TID public hearing to consider unanimously by the City establishment ofthe new A TID Council
Finalization ofthe A TID Week of August 30, 2010 Pending Management Plan
Circulation of petitions of Though not required, the VCB will Pending, petitions should by A TID Members circulate petitions among A TID hotel begin circulation around informing the City Council owners and operators to demonstrate August 30, 2010 of their support of the support ofthe A TID at the September A TID 14, 2010 public hearing
Public Meeting/City Input sought by City Council for the August 31, 2010 Council Chambers proposed A TID
Public Hearing, Resolution Public Hearing to hear all positions of September 14, 2010. of Formation/City support and opposition to the ATID is formed if the City Chambers proposed levying of the assessment on Council adopts the affected businesses to fund the special Resolution of Formation benefits proposed in the A TID by majority vote
First bills sent out by the Notices informing all Assessed Notices sent out mid City to inform A TID Facilities that A TID fees will be October assessed facilities of their required to be collected, or paid obligation to pay the 2% commencing November 1, 2010
A TID assessments for
each occupied room rent
First A TID payments made Covering November A TID assessments Early December to the City
First transfer of A TID Collections by the City, placed in a Late December funds from the City to the segregated account. 75% of the Contracting Entity collections sent to the Contracting
Entity
A TID funds allocated on Managed by the Contracting Entity and January 2011 behalf of all A TID Transportation Committee
Assessed Facilities
16 - SECTION 020
A LIST OF THE KNOWN BUSINESSES TO BE ASSESSED (AS OF SEPTEMBER 2010) Abbv's 1\Mhelmer Inn
I
1201 W Katatla Ave
Alamo Inn and! Suite 1140 W Katella Ave
AIDine Motel 71S W Katella Ave
America's Best ln:ni and Suites • 414 W Ball Rd
Amertea•s ~st Inns and Suites 42S W Katella Ave
Arlabe4fa Hotel · 1030 W Katefla Ave ---- ·---
Anaheim camelot Inn and sutt:es 152.0 S Harbor Bhtd
An•l'!!elm C.:rria~ Inn 2125 S Harbor Blvd
Anaheim Courtyard by Marriott , 2045 S. Harbor Boulevarcl An-.llhe~ Del Sol 1604 S Harbor Btvd
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Anaheim Desert Inn ~nd Suit~Oisn~yhmd _ 1600 S Harbor 81vd Anaheim O!$ert Palms Ho-tel and Suites 631 W Katella Ave Anaheim Inn 163.0 s HarbM Blvd '
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_ Anahefilll Luxury Suites --- - - ···-· 610 W 0111_J'IKB'*_VOOd Ave - -- Anahetm Mar.rtott 700 W Cornvention Wav
Anaheim Plaza Hot~ and Suites 1700 S Harbor Blvtl
Anaheim Rodeway hm Maingate _ UU S West Pface
Ne-ne Inn & Suites 130 W Katella Aile
Best Westem Courtesy Inn 1070WBaiiRd
Best Western Park Pnace Inn and Mini Suites 1544 S Harbor Btvd Bes-t Westem Raffles Inn & Suites 2040 S Harbor Blvd
Best Westem Stovan'slnn . 1110 w Katejla Ave
8es.t Western-!Pavill~ons. 1176 W Katetla Ave
Budget Inn 1042 w Ball Ftd!
Candy Cane lrm . 1747 S Harbor 8Jvd
carousel ~'~ti'l and S1dtes 1530 S H.arbor Blvd -
. Castle Inn , 1734 S Harbor Blv~ ---
Clarlc:m Hotel Anaheim Resort 616 W ConventiQQ W-v
COmfort Inn M&ingate- \ 2171 S Harbor B1vd
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Comfort Su~~s-Ainillheim . 300 E Katella Wsv
COrtons Inn and Suites 2029 S Harbor Btvd
Dily.s. Inn & Suites Anaheim at Disneyland . 1111 S Harbor Blvd Doys Inn Anaheim West . 1030 W Ball Rd
. ~uble-tree ~uest Suites Anaheim ReS()rt{O;)n Ctr 20S5 S Harbor Blvd Eeono-l.odgea The Park · lUG w !Catena Ave
, £den RtX Inn & Suites 1830 S Wmt St
Extended Stav America A:nahehn Conve~ion Center
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174l S Oementine St
Faltfleld Inn An.ahelm Oisnevtand Resort 1460 S Harbor Blvd Gr!M!nw.ood Su~e! 1733 s Anaheim Blvd -
H•denda tnn & Suites 2176 S Harbor Bfvd
Hilton Aneneim · 771 W Conventk3n Way
17 Holiday IIJln Anaheim Resort 1915 S M ~nchester Ave
!Holiday Inn Express-Mainsate 435 W Kate-Na Ave
Holida_y_lnn Hotel a·nd SUites 1240 S Walnut St
Hotel Men_!tie 1221 S Hlarbor Blvd '
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Howard Johnson :Plaza Hotel 1380 S Ha~ rbor Blvd - - ·· --· - ...

Islander 11nn and Su·ites 424 W Katella Ave -- --- ..
_Jolly_ R~~ Inn . - .. .. 640 W Kat~lla Ave - -- - --
La Qulnta fnn & Suit·es 1752 S Clemen:tPne St
Littlle ~ Blue _ _Mote_l _ 416 W Katelllill Ave . ··-· ... -- - -· . ·-· -.

Mate16 _lgp W 01sn~ .. W~y -- - -- - ··· .. ..

Piilrk Vue Inn 157·0 S H·iairbor Blvd ..
·pe.aoock Sultes Hotel 174S S Anaheim Blvd ---- . --· . ... .. ..

Portoflno Inn and Suites 1831 S Harbor Slvd
QUJttHtv tnn &. Suites Anaheim 1166 w Katelra Ave
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Qu.a41tv l nn and Suites Anahe-lm Resort 1441 S Manchester Ave . . - ..

O!iiallty Inn Maingate 2200 S H!a:rbor Bl¥'d
1Ramada at the Anah~lm Comt@ntlon Center 2141 S H~rbor Blltd Ramada ~nn 515 w K.a~Jia, Ave
.. . ·· ·- .. . . . -
Ramada ~nn MaingB·te 16SO< S Harbor BNcl
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Ramada Um ited An'aheilm 921 s Harbor Blvd
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Red Lion Hot4tll Anaheim Maingate 1850 S. H.arbor Blvd
Residence Inn Anahe-lm Malngate 1700 S Oe01entlne, St
Rlvil!ril Motet 410 W Katefla Ave
.. ..

Radeway l1nn & Suites 1145 S Harbor Blvd ... - . -
Sheraton Anaheim Hotel 900 S Dlsn~nd D,r
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Sheraton Park Hotel at the Anahetm Resort l8S5 S HJ·rbor Blvd - .

Sts}'!tric;lge S11.1Jt~ 1855 s. Manchester Ave ..

Super 8 Motel: Ana lhe~m ~ear Oisn_~_itnd 415 W Ka:t:ella Ave - ·-- S ~ ~ 8--~N'AHEIM Park 915 smsneyfand Dr
Trav.elodge-Anaherm 1057 W Salt Rd
Travelodsealnternatlona~ 'rm 2060 S Harbor Blvd
TroJ)Icana In(!) and Suites 1540 S Harbor Blvd
Zabv's Motor l~ 444 W Katetla Ave
1 Disneyland Hote,l USOWM~Way _
Disney's Grand Ca,Uorni.a JioteJ and Spa 1600 s O·tsn.eyt.ancl or I
Disney 's Paradise Pier Hotel 1717 s Ob1ne-yland Dr .. -- AvmHote3 2550 E KateUa Ave
Towne Plate SuJt:es by MarriOtt 1730 S State College BPIId 18 SECTION 021 .

THE STRUCTURE GOVERNING IMPLEMENTATION OF THE MANAGEMENT PLAN AND THE

ALLOCATION OF A TID REVENUES INCLUDING THE MARKETING COMPONENT FUNDS

AND THE TRANSPORTATION COMPONENT FUNDS
The structure governing the implementation of the A TID and the use and management of the Marketing Component Funds and the Transportation Component Funds and related activities is set forth below.

1. MARKETING COMPONENT
Section 2.14.150 of the TID Enabling Ordinance sets forth the requirements of the "Advisory Board" as well as the "Contracting Entity" as follows:

The City Council "may designate an Advisory Board that shall make recommendations to the City Council regarding the expenditures of revenues derived from the levy of the assessments pursuant to this chapter, the classification of businesses, as applicable, and the method and basis of levying the assessments ." "The City shall enter into a contract with an organization ("Contracting Entity") to provide for day-to-day management of any activities, services and advertising (not improvements) authorized to be funded with the assessments." The City intends that the uses of the Marketing Component Funds shall reflect the needs of the Assessed Facilities. Therefore, one of the criteria the City shall use in selecting the Contracting Entity is that it is, or will be, structured in a manner that provides adequate representation of the needs of the Assessed Facilities. Alternatively, while the City does not, at the time of the adoption of this Management Plan, intend to appoint an Advisory Board with respect to the Marketing Component Funds, it may elect to do so in the future in order to provide such representation and oversight by the Assessed Facilities. Subject to execution of a mutually agreeable contract with the City and continuing for the term of the contract, the Anaheim/Orange County Visitor & Convention Bureau ("VCB") shall serve in the capacity of the Contracting Entity. The Contracting Entity will have the authority to administer the Marketing Component Funds on a day-to-day basis consistent with the Enabling Ordinance, the Resolution of Intention, the Management Plan, and its contract with the City. The Contracting Entity shall have full authority to present, review, and approve an annual Marketing Component Funds budget. The Marketing Component Funds budget will be presented at least one (1) time per year, to all owners and operators of Assessed Facilities in an open public forum . At such public forum, the Contracting Entity shall solicit feedback on existing ATID marketing programs and solicit new concepts to maximize the beneficial impact to Assessed Facilities. The Contracting Entity shall take all the information gathered from ti:Je forum and present their findings in the form of an annual report each City fiscal year for which assessments are to be levied and collected to pay the costs of the improvements and activities described in the report. The report may propose changes, including, but not limited to, the boundaries ofthe A TID, the basis 19 and method of levying the assessments, any changes in the classifications of property, changes in the Management Plan, and the activities and improvements to be funded by Marketing Component Funds. The annual report shall follow the guidelines and requirements for the Annual Report as articulated in Section 2.14.150.030 of the Enabling Ordinance. This will be implemented under the corporate authority of the Contracting Entity as articulated in Section 022 of this Management Plan.

The City's financial obligations under the contract with the Contracting Entity shall be solely limited to distributing ATID Assessments, and other Funds as may be specified in the contract, per the terms of the contract and this Management Plan and under no circumstances shall the City have any financial liability to the Contracting Entity from its own funds, except such Funds specified in the contract.

2. TRANSPORTATION COMPONENT
The Transportation Committee shall oversee the use of the Transportation Component Funds and have full authority to present, review, and approve an annual Transportation Component Funds budget. The Transportation Committee shall advise and recommend the use of such funds to the City Manager of Anaheim consistent with such budget. The City Manager shall administer the Transportation Component Funds on a day-to-day basis consistent with the Enabling Ordinance, the Resolution of Intent and the Management Plan, as overseen by the Transportation Committee. The three (3) member Transportation Committee shall be annually appointed as follows:
a. One (1) representative appointed by the Anaheim City Manager; b. One (1) representative appointed from the largest single contributor in the aggregate by brand to the ATID;2 and
c. One (1) representative recommended by the VCB Board, who shall also be an owner or operator of an Assessed Facility and a member of the board of directors of the Anaheim Transportation Network, and approved by the other two representatives on the committee.

The Transportation Committee shall take all the information gathered from its regular meetings and present their findings in the form of a report each City fiscal year for which assessments are to be levied and collected to pay the costs of the improvements and activities described in the report. The report may propose changes, including, but not limited to, the allocation of transportation-related projects, capital improvements related to transportation-related projects, activities and programs that promote transportation to the rail station to the Assessed Facilities, master plan related expenditures, and the activities and improvements to be funded by the Transportation Component Funds. The annual report shall follow the guidelines and In the first (l
5 t) year following the establishment of the A TID, the determination of the largest single contributor shall be based on projected A TID assessment payments. In each subsequent year, the determination shall be based on actual A TID assessment payments in the preceding year. 20 requirements for the Annual Report as articulated in Section 2.14.150.030 of the Enabling Ordinance.
21 SECTION 022

ALL REQUIRED COST RECOVERY INFORMATION SPECIFIED IN SECTION

2.14.130.010
Funds allocated for the investigation, formation and implementation of the A TID from the City may be reimbursed from the first (l
5 t) year proceeds ofthe assessments generated by the ATID above and beyond, and in addition to, the one percent (1%) limitation set forth above. The Enabling Ordinance allows the following:

2.14.130 COST RECOVERY .
. 010 The city council may authorize a district formed pursuant to this ordinance to recover though the assessments, the cost incurred in formation of the district, including:
.011 The cost of preparation of the management plan .
. 012 The cost of printing, advertising and the giving of published, posted, or mailed notices .
. 013 Compensation of any attorneys or other consultants employed to render services related to the formation of any district including proceedings under this ordinance . . 014 Any other costs associated with the formation of the district.

The costs of the City for investigation, formation and implementation of the A TID in 2010 are estimated not to exceed: three hundred and fifty thousand dollars ($350,000).

Ongoing Administrative Cost Recovery by the City of Anaheim:

The annual reimbursed costs of the City for administering, collecting, sending penalty notices and auditing all Assessed Facilities shall not exceed one percent (1%) of the gross amount collected annually by the City for the ATID. The actual cost recovery costs, not to exceed the one percent (1%) cap, shall be deducted from the total amount collected prior to any distributions of the Marketing Component Funds or the Transportation Component Funds. 22 EXHIBIT A

SAMPLE BUDGET FOR THE MARKETING COMPONENT FUNDS
Statement of Expense Summary - Marketing Statement of Expense Summary - Convention Sales Budaet Hiahliahts Market" Budaet Hiahliahts- C f Sal -Brand Advertising 350,000 Solicitation, Travel, Promotions 900,000 Interactive Agency & Media Buys Travel & Entertainment
Cooperative Promotions 175,000 Client Events 700,000
Industry Sponsorships, Attendee Marketing, Account
Campaigns Client events, site tours, sales blitzes, Meeting Industry Council Research 150,000 Salaries and Related Costs 2,200,000
:

Attendee Satisfaction Survey & Web site Conversion Study Collateral (Sales Tools) 125,000 Convention Sales Directors XX Videos, Virtual Tours, & Presentations Market responsibilities to include Exhibiting 65,000 In Market Sales Director-Northern California X Booth Rental, Graphics & Design Markets include corporate and association based in the westem region Web Development- Technology 125,000 In Market Sales Director-Washington DC Interactive mapping, Social Media, Content Management
System, Mobile Applications, License Fees & Third Party Market responsibilities to include corporate and association based in Integrations the mid-Atlantic region.

Promotion & Travel 75,000 Convention Sales Coordinators XX Develop and prospect new business, ACC and self contained all Year Out Travel, Staffing, Attendee Marketing Sales Calls markets Salaries & Related Costs 317,000 Convention Services Manager X Web Content Specialist X
Marketing Research Analyst X
Marketing Coordinator
Restricted Reserves to host Industry Conventions PCMA,
Revenue Man~emel!_t _ _ __ 250,000 MPI, ASAE
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100,000
Exhibit A
Statement of Expense Summary - Marketing Statement of Expense Summary - Convention Sales Budaet Hiahliahts Market" Budaet Hiahliahts- C - tion Sal Public Relations Campaign 250,000
Social Media Campaign 150,000 Subsidy to offset costs for groups 1,000,000 Total Marketing Expense $2,032,000 Total Convention Sales Expense $4,900,000 I Sub-total Convention Sales & Marketing $6,932,000
Transportation Component-- 25% Anaheim
only $2,310,000
Total Proposed Budget $9,242,000
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Exhibit A