1. Annual Review Letter — Anaheim City Council, July 22, 2025

OCVIBE DEVELOPMENT AGREEMENT NO. 2020-00004

SECOND ANNUAL REVIEW REPORT
June 11, 2025

The City of Anaheim (“City”) and Anaheim Real Estate Partners, LLC, TS Anaheim, LLC, and FCD, LLC (collectively, “Owner”) are parties to that certain Development Agreement No. 2020- 00004 dated as of October 4, 2022 and recorded in the Official Records of Orange County, on July 27, 2023 as Document No. 2023000180674, as amended and restated in its entirety by that certain Amended and Restated Development Agreement No. 2020-00004 dated as of December 23, 2024 and recorded as Document No. 2024000332377 (collectively, the “Development Agreement”).

This Second Annual Review Report is submitted as required by Section 6.2 of the City of Anaheim’s Procedures Resolution (Resolution No. 82R-565). Further, Section 27.2 of the Development Agreement requires Owner to submit compliance evidence not less than 45 days and not more than 60 days prior to each anniversary of the Development Agreement Date. (Development Agreement, Section 27.2) The Development Agreement Date is July 27, 2023, making the second anniversary date July 27, 2025, and the window for submittal of the second annual review report due May 28, 2025 - June 12, 2025.

This Second Annual Review Report documents the Owner’s good faith compliance with the provisions of the Development Agreement during the second year of its term. The following table identifies the Owner’s near-term obligations and summarizes the status of these obligations through the second anniversary date of the Development Agreement.

The summaries of obligations are provided herein for informational purposes only and are not intended to modify any terms, rights or obligations of the Development Agreement, which itself fully describes all such matters. The summaries are intended to capture all relevant amendments adopted as part of the Amended and Restated Development Agreement, along with clarifications documented in the Operating Memorandum Related to Conveyance of Utility Easements, dated March 17, 2025.

Section I narratively describes the current efforts underway, and Section II demonstrates compliance with specific provisions of the Development Agreement.

I. Efforts Underway
The Owner achieved a significant milestone in obtaining City Council approval of the Final Map and Subdivision Agreement for Tract No. 19153 on March 19, 2024. After recording the Final Map and related documents in the Official Records of Orange County on June 10, 2024, the Owner has more recently executed the Operating Memorandum Related to Conveyance of Utility Easements dated March 17, 2025.

The Owner has also submitted and revised various grading and construction permits.

Construction has progressed as follows:
• Demolition progress:
2 • West of Douglass GRA2022-03748 permit issued January 12, 2024 – work complete
• Deck D GRA2022-03752 permit issued June 4, 2024 – work complete • JT Schmid’s BLD2024-02510 permit issued 8/20/2024 – work complete • Infrastructure improvement construction in progress:
• Katella Avenue (Douglass to River Road)
• River Road (Katella to Stanley Cup Way) – traffic to be rerouted from Douglass Road effective July 1, 2025
• Stanley Cup Way (River Road to Douglass) – traffic to be routed from Douglass Road effective July 1, 2025
• Douglass (Stanley Cup Way to Cerritos)
• River Road 2 – contract awarded
• River Road 3 – contract awarded
• Honda Center Refeed
• Construction has started and continues for the following structures that are listed below:
• Concert Hall BLD2022-03829 permit issued November 5, 2024 • Deck D BLD2022-06054 permit issued June 13, 2024
• Central Utility Plant BLD2024-02648 - permit issued November 15, 2024 • Deck B BLD2022-03974 permit issued June 13, 2024
• Deck C BLD2022-03978 permit issued June 13, 2024
• Security Hub BLD2022-05946 permit issued June 24, 2024 • Market Hall BLD2022-04720 permit issued June 19, 2024 • Café Pavilion BLD2022-04720 permit issued June 19, 2024 • Concierge Pavilion BLD2022-04720 permit issued June 19, 2024 • West Addition – imminent
• Rough grading progress:
3 • West of Douglass GRA2022-03750 permit issued January 12, 2024 • Deck D GRA2022-03751 permit issued June 22, 2024
Owner has also made additional planning and design progress on Phase 2 including:
• Submittal of Final Site Plan for Parking Deck A (DEV2024-00077). • Submittal of the Final Site Plan for the South Plaza (DEV2025-00013). • Submittal of the Final Site Plan for the first residential phase, Phase 2 of the Project (DEV 2025-00019).

II. Development Agreement Compliance
The following identifies the status of items identified in the Development Agreement.

This table is provided only for the purpose of the annual review and does not represent and is not meant to replace all the requirements listed in the development agreement.

Section Obligation Timing Status

1.10 Arena Signs - “Any spectacular digital Arena Sign shall include the static banner "ocV!BE". Any spectacular digital Area Sign shall include a static banner with the logo and the City name "Anaheim". The Anaheim banner shall be of equivalent size to the ocV!BE static banner, and shall be situated below the ocVIBE banner, with both banners visible to State Route 57 for signs that are viewable from State Route

57.”
Prior to final Planning
and Zoning Inspection
of Parking Deck B and
Deck C.

In progress.

1.18 ARTIC Signs - "Any spectacular digital ARTIC Sign shall include the static banner "ocV!BE". Any spectacular digital ARTIC Sign shall also include a static banner with the logo and the City name "Anaheim". The Anaheim banner shall be of equivalent size to the ocV!BE static banner, and shall be situated below the ocV!BE banner, with both banners visible to State Route 57 for signs that are viewable from State Route

57."
Prior to final Planning
and Zoning Inspection
of Parking Deck A.

In progress.

7.1 Description of Permitted Development - "The parties acknowledge that Final Site Plans for Phases 2-5 of the Project are subject to review and approval by the City Planning Commission, whose review is limited to reviewing and ensuring conformance with the provisions of the approved Master Plan as modified by the 2024 Project Approvals, PTMU Overlay Zone and the Platinum Triangle Master Land Use Plan.

Owner agrees that City may withhold and not issue further Development Approvals to authorize development and construction of Phases 2 through 5 of the Project until such time as Owner or City have obtained Due prior to Phases 2-

5. In progress.

The City and owner have
executed the Cooperative
Agreement with Caltrans,
and 95% Construction
Documents have been
submitted to Caltrans. Owner
has been coordinating with
5 Section Obligation Timing Status
approval or all necessary clearances from Caltrans for SR-57 off-ramp improvements proposed as part of the Project. Notwithstanding the foregoing, City, in its sole reasonable discretion, shall have the ability to issue further Development Approvals for development and construction of portions of Phases 2 through 5 of the Project if, based upon City review and approval of a sensitivity analysis, demonstrating that there is adequate capacity in all required public and private facilities to support development of portions of Phases 2 through 5 of the Project." Caltrans and is working with
the City to provide CEQA
clearances.

7.3 Parking Areas - "The Parking Areas shall be constructed so that there will be sufficient parking spaces available within the Property to serve the Project, as depicted and substantially in conformance with the Master and Final Site Plans and the supporting Shared Use Parking Study."
General obligation. In progress.

Parking Deck B (2,968
stalls), Parking Deck C
(1,566 stalls), and Parking
Deck D (1,791 stalls) are
under construction and
scheduled to be completed
by October 2025 (B and C)
and July 2026 (D). Parking
Deck A (1,835 stalls) is
under Final Site Plan review
anticipated to be approved in
3 rd Quarter 2025. Total of
8,160 structured stalls will be
provided.

7.3 Parking Areas - "Owner shall provide a minimum total of 5,700 parking spaces plus an additional minimum of 1,100 off-site parking spaces for employees ("Employee Parking Lot"), for a total of 6800 parking spaces, which is sufficient to meet the 3900-space requirement General obligation. In progress.

Parking Deck B (2,968
stalls), Parking Deck C
(1,566 stalls), and Parking
Deck D (1,791 stalls) are
6 Section Obligation Timing Status
specified in the Zoning Code for the Honda Center within the Arena District portion of the Project."
under construction and
scheduled to be completed
by October 2025. Parking
Deck A (1,835 stalls) is
under Final Site Plan review
anticipated to approved in
3rd Quarter 2025. Total of
8,160 structured stalls will be
provided. Employee Parking
Lot (Equestrian Lot) Precise
Grading Plan was submitted
to the City in June 2025.

Employee Lot (OCFCD)
improvements will be
completed with the River
Road 2 improvements by 3
rd
Quarter 2026.

7.3 Parking Areas - “On the Employee Parking Lot property owned by the City and ground lease to Owner, Owner acknowledges and agrees that City shall reserve a 15' wide bike trail easement along the southern boundary of the Employee Lot, as identified in Exhibit "b", for the potential future use as a public bike trail ("Bike Trail Easement")." "If owner acquires the Employee Parking Lot property, the parties agree that the Bike Trail Easement shall be recorded against the Employee Lot Property.”
General obligation. Completed.

The Employee Lot has been
acquired, and the bike trail
easement is complete.

7.3 Parking Areas - "Owner shall provide a minimum of 701 parking spaces ("Minimum Transit District Parking"), as potentially modified by a future Parking Utilization Study (defined below), plus the continued use of 405 spaces offsite in the Anaheim Stadium parking area ("Off- General obligation. In Progress.

The Owner has submitted a
Final Site Plan for the
7 Section Obligation Timing Status
Site Stadium Transit Parking") for a total of 1106 spaces, but up to a maximum of 1755 spaces (1,350 spaces in the ARTIC Garage plus the 405 Off-Site Stadium Transit Parking spaces), which is sufficient to meet the 1,082 parking spaces required by the prior-issued Conditional Use Permit for ARTIC ("ARTIC CUP") transit customers."
ARTIC Garage that satisfies
and is in excess of this
requirement.

7.3 Parking Areas - "Upon commencement of construction of the Meadow Park and before the opening of the ARTIC Garage, the total transit customer parking, inclusive of the 405 spaces off-site in the Anaheim Stadium parking area, may fall below 1,082 spaces but shall be greater than the minimum 900 spaces required by agreement with
OCTA/Metrolink."
Upon construction of
Meadow Park.

In progress.

Construction of Meadow
Park would be phased such
that 274 stalls will be
maintained on or in the
proximity of Lot A, 221
stalls on Lot B, 405 stalls on
Lot C, for a total of 900
stalls. The Owner has
accelerated the development
of the ARTIC Garage from
Phase 4 to Phase 2 and
increased the number of
spaces to 1,835 to
accommodate the requisite
transit customer parking
spaces, excluding the 405
spaces off-site in the
Anaheim Stadium Parking
Area. Upon completion of
the ARTIC garage, the 274
stalls on or in the proximity
Lot A will be removed to
8 Section Obligation Timing Status
complete construction of
Meadow Park.

7.3.1 Parking - “Owner shall take all actions necessary to obtain building permits, construct and complete Parking Decks B, C and D along with the Employee Parking Lot, totaling a minimum of 6,800 parking spaces, no later than the first final building and zoning inspection for a building in Phase 1 ("Minimum Phase 1 Parking'')... It is contemplated that City may ultimately acquire Parking Decks B, C and D. If City acquires Parking Decks B, C and D, City shall provide a perpetual parking easement in favor of Owner, for use by Owner and its subsequent owners, lessees and licensees of all facilities of the Project, north of Katella Avenue, except for the Project's residential units and hotels.

The Minimum Phase 1 Parking shall remain open and operating until the ARTIC Garage is complete and open for operation in Phase 4, as discussed below.”
Construction due prior
to first final building
and zoning inspection
for a building in Phase
1 and operational
through Phase 4.

In progress.

Deck B BLD2022-03974
permit includes 2,968 stalls.

Deck C BLD2022-03978
permit includes 1,566 stalls.

Deck D BLD2022-06054
permit has been issued and
includes 1,791 stalls.

Employee Parking Lot is
estimated to include 690
stalls. It is under re-design
and will be submitted for
substantial conformance in
third quarter of 2025.

The total of Parking Decks
B, C, D and Employee Lot is
7,015, more than the
minimum 6,900 required.

In addition, the Owner is
accelerating the construction
of the ARTIC Garage with
the current processing of the
Final Site Plan and expect
9 Section Obligation Timing Status
permit issuance prior to the
end of 2025 in Phase 2 rather
than Phase 4. The ARTIC
Garage has also increased in
size to 1,830 spaces.

7.3.1 Parking Study - "Each subsequent Project phase after Phase 1 ("Subsequent Phase") shall require an updated Parking Supply and Demand Study ("Parking Study") with the submittal of the Final Site Plan(s) in that Phase. The Parking Study shall follow the methodology applied in the original Parking Study approved with the Project, but applied to each particular phase.”
Due prior to issuance
of building permits for
Phases 2-5.

In progress.

7.3.1 Construction Access Plan - "In connection with each Subsequent Phase, Owner shall also prepare an interim construction parking and access plan ("Construction Access Plan") with the submittal of the Final Site Plan in that phase." Both the Parking Study and Construction Access Plan for each Subsequent Phase shall be reviewed and approved by Public Works Director prior to the issuance of building permits for that Subsequent Phase."
Due prior to issuance
of building permits for
Phases 2-5.

In progress. .

7.3.2 Parking Utilization Study - “The parties agree that during the term of this Development Agreement, Owner shall prepare or retain a consultant to prepare a parking utilization study ("Parking Utilization Study") to determine whether the number of provided parking spaces for the Project may be reduced. Owner shall prepare the Parking Utilization Study prior to the development of Phase 4 of the Project. Owner shall pay the costs for the costs of preparation of the Parking Utilization Study. The Parking Utilization Study shall analyze the use of the actual parking in the Project after buildout and occupancy of Phases 1 through 3 of the Project and prior to Phase 4, and shall be applied to the Parking Study to Due prior to Phase 4
construction.

In progress.

The Owner has proposed an
acceleration of the ARTIC
Garage in Phase 2 instead of
Phase 4 and increased its size
to 1,835 spaces. A request
has been submitted to forego
the Parking Utilization
Study.
10 Section Obligation Timing Status
determine the ultimate number of parking spaces for the ARTIC Garage….”

7.3.3 Event Traffic Management Plan - "In connection with City approval of the Phase I Final Site Plans and any subsequent Final Site Plans, Owner shall submit for City approval, an Event Traffic Management Plan."
Due prior to Final Site
Plan approval for each
phase.

Completed.

An Event Traffic
Management Plan was
approved as part of Master
Site Plan, which included
Final Site Plans for Phase 1.

An additional Event Traffic
Management Plan will be
submitted if traffic patterns
change from the prior plan,
which is not currently
expected.

7.3.3 Covenant for Traffic Control (Recorded) - "Prior to issuance of the first building permit for the Project, the Owner shall record a covenant against the Property in a form approved by the City Attorney's Office that requires Owner, its assignees and transferees to provide traffic control on all private streets on the Property."
Due prior to issuance
of first building permit.

In progress.

Owner has submitted a draft
Declaration of Covenants for
Traffic Control and
Reimbursement for City
review.

7.3.3 Police Reimbursement Covenant (Recorded) - "No later than the first final building and zoning inspection for the Project, Owner shall record a covenant against the Property in a form approved by the City Attorney's Office that requires Owner, its assignees or transferees to reimbursement the City for hourly rates (fully burdened) for costs associated with the use of Policy Department employees that may be needed on-site before, Due prior to first final
building and zoning
inspection.

In progress.

Draft Declaration of
Covenants for Traffic
Control and Reimbursement
11 Section Obligation Timing Status
during or after an event for traffic control on or related to public streets, City-Owner shared intersections and/or Developer operated intersections."
has been provided to the City
for review and comment.

7.3.3 Owner's agreement with the City - "No later than the first final building and zoning inspection for the Project, Owner shall also enter into an agreement with City, in a form substantially in the form of Exhibit "K-2", wherein Owner shall be responsible to fund a proportionate share of ongoing operation and maintenance costs for shared (i.e. serve both the Project and the City) City-owned intersections that the City operates and that are adjacent to and serve the Project." Due prior to first Final
Building and Zoning
Inspection.

In progress.

Draft Cooperation and
Contribution Agreement for
Operation and Maintenance
of Shared City-owned
Intersection has been
provided to the City for
review.

7.4 ARTIC Garage - "Owner shall prepare, submit to the City and obtain approval of the Final Site Plan that includes the ARTIC Garage or Expanded ARTIC garage and obtain a building permit for the ARTIC Garage or Expanding Artic Garage, as applicable, no later than eighteen (18) months prior to commencement of construction of any non- residential building in Phase 4."
Due 18 months prior to
Phase 4 non-residential
construction.

In Progress.

Owner has submitted the
Final Site Plan for the
ARTIC Garage and proposes
to increase its size to 1,830
spaces and to accelerate its
construction into Phase 2
instead of Phase 4.

7.4 ARTIC Garage - "If the ARTIC Garage is required for any phase earlier than Phase 4, it shall be completed and operational prior to issuance of the first final building and zoning inspection for any nonresidential building in that phase."
Due prior to final
building and zoning
inspection for Phases 1-

3. Not yet due.
12 Section Obligation Timing Status

7.4 ARTIC Garage - The ARTIC Garage shall be completed and operational no later than the first final building and zoning inspection for any non-residential building in Phase 4.

Due prior to Final
Building and Zoning
Inspection for Phase 4 -
not yet due.

Not yet due.

7.6 Written Verification of Sufficient Water Supply - Any and all tentative subdivision maps approved for the Project shall comply with Government Code Section 66473.7, if, and to the extent, required by Government Code Section 65867.5(c).

Due for each tentative
map.

Completed.

Water Supply Verification
was prepared on August 15,
2022, and approved as part
of Addendum No. 11.

7.7 Minor Land Exchanges - “Subject to compliance with California law, including applicable procedures required pursuant to the Surplus Land Act (Gov. Code §54220 et. seq.), Owner and City agree to exchange an equal amount of land to adjust boundaries or convey in two stages: (i) City owned land to Owner around the Honda Center apron identified in the Existing Honda Center FMA with a grant of easements or fee from Owner to the City for the City to retain access to land beneath the surface, occupied by a portion of the basement of the Honda Center and necessary for City to access the exterior of the Honda Center for repair and maintenance activities and a separate easement from the City to Owner for the proposed Central Utility Plant located within the land on which Parking Deck D is located permitting access to and the construction, operation and maintenance of the Central Utility Plant proposed to be constructed within the helix portion of Parking Deck D as depicted on Attachment 2 to this Operating Memorandum in exchange for Owner’s land underlying the proposed Parking Deck D to City (“Stage 1”); and (ii) land around the proposed hotel site south of Katella Avenue and land identified as the Amphitheater Parcel (“Stage 2”) (collectively "Minor Land Exchanges"). Exhibit “I” conceptually depicts the Minor Land Exchanges as well as the anticipated stages of Minor Stage 2 due June 30,
2025
Stage 1 completed.

An Operating Memorandum
was executed on April 3,
2024, to effectuate Phase 1
minor land exchanges via the
following grant deeds:

Grant Deed from FCD, LLC
to the City of Anaheim,
recorded on April 17, 2024,
as Document No.
2024000095924 in the
Official Records of Orange
County.

Grant Deed from TS
Anaheim, LLC to the City of
Anaheim, recorded on April
17, 2024, as Document No.
13 Section Obligation Timing Status
Land Exchanges. Stage 1 of the Minor Land Exchanges was consummated on April 17, 2024. Stage 2 of the Minor Land Exchanges as depicted on Exhibit I shall be consummated not later than June 30, 2025.”
2024000095923 in the
Official Records of Orange
County.

Grant Deed from the City of
Anaheim to TS Anaheim,
LLC, recorded on April 17,
2024, as Document No.
2024000096325 in the
Official Records of Orange
County.

Most recently, because of the
potential High Speed Rail
alignments, the exchange of
land at Douglass Commerce
Center (DeckA) and ARTIC
garage for Lot B will be
deferred. Stage 2 of the
Minor Land Exchange will
be completed once Deck A
and ARTIC garage are
complete. This sequencing
will be reflected in a
forthcoming Operating
Memorandum.

7.7 Minor Land Exchanges - “Owner and City agree that the property lines for the parcels included in Stage 2 of the Minor Land Exchanges will, prior to the consummation of the Stage 2 of the Minor Land Exchanges, be adjusted and memorialized through a subsequent Operating Memorandum to reflect: (1) the agreed upon parcel boundaries between Operating
Memorandum due after
consummation of Stage
Not yet due.
14 Section Obligation Timing Status
the City and Owner of the Stage 2 properties; and (2) if applicable, the delineation of the identifiable areas of control, management and maintenance amongst the modified parcels for each of the Owner and the City.”
2 of Minor Land
Exchanges.

7.7 Minor Land Exchanges - “Owner and City agree to exchange land and to adjust boundaries such that the formerly proposed amphitheater property included within the Stage 2 Minor Land Exchange would thereafter be conveyed by the Owner to the City in exchange for City- owned land at the northwest corner of Cerritos Avenue and River Road (APN No. 253-631-29). This additional land exchange will, upon compliance with the applicable law, be completed within one year from the second reading and adoption of the Ordinance No. 6539 approving this Amended and Restated Development Agreement Development Agreement.”
Due 1 year following
the second reading and
adoption of Ordinance
No. 6539 on November
13, 2024 (i.e.,
November 13, 2025).

This exchange will be
delayed until the State 2
exchange and will be
reflected in a forthcoming
Operating Memorandum.

7.8 Dedications/Abandonments Related to River Road, Katella Avenue and Douglass Road - "(1) City agrees and shall process for abandonment a portion of Douglass Road (as shown on Exhibit "W"); such vacation shall occur no earlier than OCTA approval of an amendment to the OCTA Master Plan of Arterial Highways ("MPAH") allowing for abandonment of the portion of Douglass Road between Katella Avenue and Cerritos Road shown on Exhibit ("W"); and (2) Owner agrees and shall irrevocably offer for dedication to the City a portion of River Road and Katella Avenue (as shown on Exhibit "W"); such dedication shall occur no earlier than approval of the MPAH amendment allowing for the addition of River Road. . . . The process to abandon/dedicate the portions of the roads contemplated above shall be completed within thirty (30) days or as soon as reasonably possible thereafter of traffic being rerouted on River Road (between Katella Avenue and Stanley Cup Way, and Douglass Road north of Stanley Cup Way. . . "OCTA approval must be obtained prior to the abandonment of After MPAH
amendment allowing
for abandonment of the
portion of Douglass
Road between Katella
Avenue and Cerritos
Road and allowing for
the addition of River
Road and 30 days after
traffic being rerouted
on River Road
(between Katella
Avenue and Stanley
Cup Way, and
In progress.

OCTA MPAH amendment
has been approved.

River Road, Katella, and
Douglass are under
construction, as noted in
Section I.
15 Section Obligation Timing Status
Douglass Road and dedication of River Road. Prior to any temporary closure of the portion of Douglass Road shown in Exhibit "W" as part of construction of Phase I of the Project, Owner shall construct and provide temporary public vehicular access to River Road between Katella Avenue and Cerritos Avenue or other interim alternate routes from River Road to Stanley Cup Way to Douglass Road acceptable to the City." "Owner and City will cooperate and Owner shall, at its expense, prepare any exhibits or documents necessary to request and/or receive OCTA approval of an amendment to the MPAH to reflect the removal of the portion of Douglass Road and the addition of River Road. OCTA approval must be obtained prior to the abandonment of Douglass Road and dedication of River Road."
Douglass Road north of
Stanley Cup Way.

7.8 Utilities and Access Easement - A public utilities and access easement in favor of the City shall be reserved for all existing public City-owned utilities as shown on Exhibit “W” that are located in the portion of Douglass Road that is proposed for abandonment by City.

The process to
abandon/dedicate the
portions of the roads
contemplated above
shall be completed
within thirty (30) days
or as soon as
reasonably possible
thereafter of traffic
being rerouted on River
Road (between Katella
Avenue and Stanley
Cup Way, and
Douglass Road north of
Stanley Cup Way).

Not yet due.

7.8 Gas Tax - In recognition of Owner’s dedication of the portion of River Road and Katella Avenue shown in Exhibit “W”, City shall not require compensation for its abandonment of the portion of Douglass Road.

Annual, if the City
loses eligibility for gas
tax funding provided
Not yet due.
16 Section Obligation Timing Status
However, to the extent that the abandonments/dedications contemplated in this Section 7 .8 result in the City losing eligibility for gas tax funding provided for projects consistent with the MPAH, Owner shall pay City for such lost gas tax revenue annually for the duration of the Development Agreement up to maximum amount of $10,000 per year. for projects consistent
with the MPAH.

Douglass abandonment has
not yet occurred, so this
potential obligation is not yet
due.

7.8 Temporary Vehicular Access to River Road - “Prior to any temporary closure of the portion of Douglass Road shown in Exhibit “W” as part of construction of Phase I of the Project, Owner shall construct and provide temporary public vehicular access to River Road between Katella Avenue and Cerritos Avenue or other interim alternate routes from River Road to Stanley Cup Way to Douglass Road acceptable to the City. The temporary public vehicular access easement shall be in form that is subject to approval by the City Attorney.”
Due prior to Phase 1
construction.

Completed.

7.9 Encroachment License - "City grants to Owner, upon approval of the Public Works Director, an Encroachment License providing air space and access rights to Owner for the bridge structures that the Owner will construct over public streets associated with the Project, including the bridges over Katella Avenue and Douglass Road, as depicted on Exhibits "I-1" if necessary and consistent with the conditions of approval, as shown on Exhibit “L”. Owner shall grant to City public access rights, in perpetuity, for use of any stairway or other form of access to bridge structures."
Bridges over Katella
and Douglass to be
provided in later
phases.

Not yet due.

7.10 Potential Development of Lot B - "Subject to compliance with California and Federal law, Owner and City agree to negotiate in good faith an option for Owner to either buy or ground lease from City Lot B, as shown in Exhibit "A-1 ", to develop Lot B, with a maximum of 170,000 square feet of institutional use ("Lot B Building") under the following terms: (i) Owner shall make available for perpetual use by the public the ARTIC Garage which shall include at Owner's sole cost General obligation. In progress.

Owner is now proposing an
exchange of the land at
Douglas Commerce Center
(Deck A) plus the ARTIC
Garage in exchange for other
17 Section Obligation Timing Status
additional (beyond the Minimum Required Parking) necessary employee, guest and ADA accessible spaces in a minimum amount of 510 spaces assuming the building is greater than three stories in height (with spaces available for multiday parking similar to what is currently allowed on Lot B) to ensure there is adequate parking for the Lot B Building and Owner shall remain in compliance with the requirements of Section 7.3; (ii) City and Owner shall each have the right, in its sole discretion, to approve or deny any terms within the option or lease agreement and (iii) Owner shall be responsible at its sole cost to obtain City approval of a conditional use permit for the building, design and construct the improvements required for the Lot B Building." City assets. Lot B will be
considered for exchange and
the parking for the office will
be considered
simultaneously. This will be
included in an Operating
Memorandum for the
Parking Deck A Final Site
Plan.
10 Public Improvements and Services – "Owner shall undertake the construction and installation of all forms of public improvements required to support the Project including smart infrastructure, public and private streets, sewer, storm drain, and water system improvements and to enhance area-wide traffic circulation and emergency police and fire protection service within the time periods as set forth... in this Development Agreement, the Development Approvals including the Conditions of Approval and the Project Traffic Study and in conformance with the Existing Land Use Regulations."
General obligation. In progress.
10 Public Improvements and Services - "Owner shall be responsible for (i) the preparation of all design, engineering and construction plans for submission to City and Cal trans; (ii) obtaining any permits from Cal trans or any other regulatory agency and (iii) constructing such improvements and paying all costs. Owner shall reimburse City for its actual costs, including consultant and legal fees, for City actions to coordinate on the design and construction of public improvements." General obligation. In progress.
10 Public Improvements and Services - "Owner shall be responsible for and use good faith efforts to acquire any right(s)-of-way necessary to General obligation. Not yet due.
18 Section Obligation Timing Status
construct the public facility improvements required by, or otherwise necessary to comply with the conditions of, this Development Agreement or any Development Approvals. Such good faith efforts shall include: (1) obtaining an independent appraisal of the value of the necessary right-of-way, (2) making an offer to purchase the necessary property interests, (3) and engaging in commercially reasonable efforts to acquire the property."
No right-of-way acquisitions
currently needed.

10.1 Construction Access Plan - "Owner shall prepare, for each Subsequent Phase, an interim construction parking and access plan ("Construction Access Plan") with the submittal of the Final Site Plan in that phase." Due prior to Final Site
Plan approval for each
phase and any building
permit in phases 2-5.

Not yet due.

10.2 Utilities (Water, Electrical, Gas, Sewer, Drainage and Telecommunications) - "Owner shall construct the public improvements necessary for the provision of requisite water, electrical, gas, telecommunications, sewer and drainage requirements for Project as more fully set forth in the Development Approvals. Owner shall construct and relocate utilities as may be required to provide services to the Permitted Development on the Property or that are displaced by the construction of the Permitted Development."
General obligation. In progress.

10.3 Water Service - "Owner will provide engineering studies to size the water mains for ultimate development within the Project. Said engineering studies will be conducted as required by the Development Approvals. . . Alternatively, at Owner's election, the water system may be constructed incrementally, provided that said incremental phasing is adequate to provide municipal demands and fire flow protection for the proposed development phasing. Owner will conform with Rule lSD of the Water Utility's Rates, Rules and Regulations which provides for, in General obligation. In progress.
19 Section Obligation Timing Status
part, a fee based on GFA and the advancement of additional funds to construct the upgraded water facilities."

10.4 Sanitary Sewer and Storm Drains - Prior to final building and zoning inspections for the first building within the Permitted Development, Owner will construct all sanitary sewers and storm drains and appurtenant structures (including treatment control BMPs as required by WQMP serving areas being approved for occupancy) to serve the ultimate development of the Property as provided by area wide engineering studies to be conducted as required by the Development Approvals."
Due prior to first final
building and zoning
inspections.

In progress.

10.5 Utility Easements - " Owner shall prepare or cause to be prepared, and convey to City public utilities easements, in a form acceptable to the City Attorney’s office, for any water, electrical, gas, sewer, storm drain, drainage or telecommunications facilities constructed in private streets, including those that may be constructed in Douglass Road after the vacation contemplated in Section 7.8. Owner shall prepare or cause to be prepared, in a form acceptable to the City Attorney’s Office, and the City shall convey, utility easements for any gas or telecommunications facilities constructed on or relocated to City property if necessary to facilitate infrastructure improvements included in Project approvals.” Due prior to Final Map.

Completed.

Final Tract Map No. 19153
includes public utility
easements.

Separate easements related to
Phase 1 have been completed
for water, electrical, gas, etc.
as needed.

10.8 Public and Fire Access Easements - "In addition to the public access easements related to public use of Neighborhood Park, Owner shall prepare and convey to City public access easements for public use, in perpetuity, of private streets within the Project, the plazas and gardens within the Project, access to the bridges that cross Katella Avenue and Douglass Road, access to the public restrooms at the Amphitheater, and fire access to the Amphitheater and Meadow Park in a form acceptable to the City, Attorney's office. Owner shall submit the draft easements for Due prior to final map.

Final Tract Map No. 19153
includes necessary public
and fire access easements.

Reciprocal Blanket Access
Easement Agreement was
recorded on July 2, 2024, as
20 Section Obligation Timing Status
City review prior to approval of the final map and shall submit the final fully executed easements to City prior to recordation of the final map." Document Number
2024000165294.

10.9 Prevailing Wage - “To the full extent required by applicable federal and state law, Owner and its contractors, subcontractors and agents shall comply with California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto ("Prevailing Wage Laws"), and shall be responsible for carrying out the requirements of such provisions.

This requirement is applicable to: (1) design and construction of Meadow Park as required in Section 11.1, (2) design and construction of utilities within the public right of way as required in Section 10.2, (3) design and construction of traffic circulation improvements within the public right of way as set forth in Section 10.7, (4) design and construction of Parking Areas as set forth in Section 7.3, (5) design and construction of any additional public improvements constructed that are in whole or part paid for with public funds including the ARTIC Garage, and (6) design and construction of any public improvements constructed with CFD funding as required in Sections 14.5 and 14.6.” General obligation. In progress.

Prevailing wages are
currently being paid and
contracted for public works
projects.

10.11 Construction of Public Improvements - "Public improvements and facilities that are required to be constructed as part of this Development Agreement and the Development Approvals shall be designed and constructed in keeping with the then-current (i.e. at the time of actual design and construction of the public improvements) Platinum Triangle Acquisition and Funding Agreement, if, and as applicable, the acquisition and funding agreement for the New CFD, if, and as applicable, City-wide standards and requirements of the City agency which shall accept their dedication. connection with all of the public improvements and facilities, Owner shall not permit any contractor it hires to start work unless and until it is duly licensed in California and qualified to complete the work (the "Contractor") and Owner will require any direct contractors to flow down this requirement to their General obligation. In progress.

Most construction documents
are designed, permitted, and
constructed in alignment
with current City/Public
Works standards. AREP has
reported milestone progress
to the City’s public bid
liaison throughout bidding
and construction. Only
Cerritos and Caltrans remain.

Owner is finalizing the CFD
21 Section Obligation Timing Status
subcontractors…"[Additional obligations regarding Owner’s Construction Contracts, use of CFD funds and compliance with procurement laws.]
Acquisition Agreement and
Reimbursement.

10.11 CFD Operating Memoranda - Owner and City further agree at such time as Owner creates and City approves the parcel(s) upon which the ACC Residential Units will be constructed that City and Owner will prepare and execute an Operating Memoranda that will identify the parcel or parcels as the ACC Annexation Parcels and the remaining portion of the Annexation Parcels as the Original Annexation Parcels.

The Operating Memoranda will replace the current subsections [10.11] (y) and (z) and will memorialize: (1) that Owner shall be entitled to receive through an acquisition agreement related to CFD Improvements approved in the Platinum Triangle Implementation Plan and as shown on Exhibit “H” up to one hundred percent (100%) of (i) the additional construction proceeds from CFD 08-1 Bonds that are generated solely by the special tax revenues levied on the Original Annexation Parcels, and (ii) the special tax revenues collected in connection with the levying of special taxes on the Original Annexation Parcels that is not used to pay debt service on outstanding CFD 08-1 Bonds or CFD 08-1
administrative costs, and (2) that Owner shall be entitled to receive through an acquisition agreement related to CFD Improvements approved in the Platinum Triangle Implementation Plan and as shown on Exhibit “H” up to one twenty percent (20%) of (i) the additional construction proceeds from CFD 08-1 Bonds that are generated solely by the special tax revenues levied on the ACC Annexation Parcels, and (ii) the special tax revenues collected in connection with the levying of special taxes on the ACC Annexation Parcels that is not used to pay debt service on outstanding CFD 08-1 Bonds or CFD 08-1 administrative costs.

Upon creation of ACC
Residential Units
parcel(s)
Not yet due.
22 Section Obligation Timing Status

10.12 Maintenance of Public and Private Infrastructure Improvements - "Except for the public infrastructure set forth on Exhibits "H" and "J," Owner is obligated to maintain, repair and replace the public and private infrastructure improvements. . . Owner shall conduct maintenance inspection of the improvements at least once a year and shall retain proof of such inspection and make such inspection reports available to the City within thirty (30) days upon request."
General obligation once
improvements are
completed.

Not yet due.

11.1 Neighborhood Park Public Use Easement - "Owner shall, no later than the first final building and zoning inspection of occupancy in Phase 2, record a public use easement to authorize perpetual public use of Neighborhood Park and public access to five public parking spaces adjacent to the Neighborhood Park, which shall be subject to a three- hour parking limit, in a form acceptable to the City Attorney's office, over the Neighborhood Park and the private street adjacent to Neighborhood Park, and Owner shall not receive any parkland dedication credits… The Public Works Director shall have the authority to approve modifications to the public use easement location based on the final construction configuration.”
Due prior to final
building and zoning
inspection for Phase 2.

Not yet due.

11.1 Neighborhood Park Street Closure – “Owner shall have the ability to close the private street adjacent to Neighborhood Park for limited periods of time not exceeding two (2) hours to prevent cut-through vehicular traffic exiting Honda Center events, subject to an event management plan.”
Event management
plan due prior to
operation of
Neighborhood Park.

Not yet due.

11. 1 Neighborhood Park Hours – “Owner shall construct, own (subject to the public use easement described hereinabove), manage and maintain Neighborhood Park in perpetuity. Neighborhood Park shall be operated in accordance with the City’s standard operating hours for City parks and shall be open and accessible to the general public during said operating hours, with the ability to deviate from standard operating General obligation. Not yet due.
23 Section Obligation Timing Status
hours for public access through issuance of a Special Event Permit pursuant to Anaheim Municipal Code Section 18.38.245 Special Event Regulations Within the Platinum Triangle.

Neighborhood Park Review - Not later than six months prior to opening of the first phase of Neighborhood Park, Owner shall propose for City review and approval by the Community Services Director an operations plan for Neighborhood Park.

Due six months prior to
the opening of the first
phase of Neighborhood
Park.

Not yet due.

Neighborhood Park Events - Owner is permitted to hold private, community-oriented events within Neighborhood Park, or a portion thereof, where general public access to the Park is restricted; however, such private, community-oriented events may not exceed six (6) events per year where the entire park is closed to the public.” General Obligation. Not yet due.

11.1 Park Fees - Owner must pay park in lieu fees pursuant to Anaheim Municipal Code Section 18.20.110…. “Owner shall pay the required park impact fees, in an amount currently estimated up to eighteen million two hundred seventy one thousand fifteen dollars ($18,271,015), subject to escalation, and dependent on the ultimate number of residential units constructed, as specified below in Section 14.1 of this Development Agreement, to City."
Due prior to the
issuance of a building
permit for any
residential dwelling
unit.

Not yet due.

11.2 Design and Construction Timeline for Neighborhood Park - "Owner shall provide the design and engineering plans for the Neighborhood Park with submission of the Final Site Plan for the first phase of residential development in Phase 2."
Due prior to Final Site
Plan approval for Phase

2. Completed.

This has been completed in
the first residential Final Site
Plan, Phase 2 of the Project.
24 Section Obligation Timing Status

11.2 Design and Construction Timeline for Neighborhood Park – “Owner shall commence construction of the first minimum 2.5 acres of Neighborhood Park concurrently with issuance of the first building permit for the first residential unit in the first phase of residential development of Phase 2.”
Due concurrently with
issuance of the first
building permit for first
residential unit in the
first phase of
residential development
of Phase 2.

This has been included in the
first residential Final Site
Plan, Phase 2 of the Project.

11.2 Design and Construction Timeline for Neighborhood Park - "Owner shall commence construction of an additional approximately 1.5 acres of Neighborhood Park concurrently with issuance of the first building permit for the first residential unit in the second phase of residential development of Phase 3.”
Due concurrently with
issuance of first
building permit for first
residential unit in
second phase of
residential development
oh Phase 3.

Not yet due.

11.2 Design and Construction Timeline for Neighborhood Park – “Owner shall commence construction of an additional approximately .3 acres of Neighborhood Park concurrently with issuance of the first building permit for the first residential unit in the third phase of residential development of Phase 4.”
Due concurrently with
issuance of first
building permit for first
residential unit in third
phase of residential
development of Phase

4. Not yet due.

11.2 Design and Construction Timeline for Neighborhood Park - “Owner shall complete construction of the remaining improvements for the full minimum of 4.7 acres of Neighborhood Park not later than the first final building and zoning inspection for the first residential unit in the fourth phase of residential development of Phase 5.”
Due prior to issuance
of the first building
permit for first
residential unit in
fourth phase of Phase

5. Not yet due.
25 Section Obligation Timing Status

11.2 Design and Construction Timeline for Neighborhood Park – “In designing and constructing Neighborhood Park, Developer shall include a .25 acre buffer within the 4.7 acres for the proposed residential buildings adjacent to Neighborhood Park."
General obligation. In progress.

Owner has provided design
of first phase of
Neighborhood Park in the
first residential Final Site
Plan. Later phases of the
park plans will include the
buffer.

11.3 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Owner shall construct and thereafter maintain, during the Private Maintenance period, Meadow Park, and the modified ARTIC drop-off area in accordance with the provisions of this Development Agreement."
General obligation. Not yet due.

11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Owner shall commence design and engineering and initiate coordination meetings with the City staff for Meadow Park, modified ARTIC drop-off and Katella Bridge no later than first final building and zoning inspection for a non-parking building in Phase 1."
Prior to first final
building and zoning
inspection for a non-
parking building in
Phase 1.

In progress.

Design and Engineering
Concept plans provided and
coordinated City Meetings
for ARTIC drop-off, Bus
Turnaround, Meadow Park
and Katella Bridge. Precise
grading has also been
submitted for Bus
Turnaround.

11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "The Owner shall submit Final Site Plan
submittal for Phase 2.

In progress.

The ARTIC Dropoff is
included in the Final Site
26 Section Obligation Timing Status
design and preliminary engineering plans for the Meadow Park and the Katella Bridge with Final Site Plan submission for Project Phase 2." Plan for Parking Deck A.

The Owner and City
Community Services
Department have met
regularly to progress the
design of Meadow Park. The
Owner will be selecting the
design professionals for the
Katella and Douglass (South)
Bridges in 3
rd Quarter of
2025 to advance design
concept and construction
documents. Precise grading
plans have also been
submitted for Bus
Turnaround.

11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Owner shall commence construction of Meadow Park Phase 1 and Katella Bridge no later than the first final building and zoning inspection for the first phase of residential units in Project Phase 3."
Prior to first final
building and zoning
inspection for first
residential unit in Phase

3. Not yet due.

11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Owner shall complete Meadow Park Phase, a minimum of three (3) acres, and the Katella Bridge no later than the first final building and zoning inspection for the second phase of residential units in Project Phase 3."
Prior to first final
building and zoning
inspection for first
residential unit in Phase

3. Not yet due.

11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Owner shall include 15 surface-level parking spaces for Meadow Park Phase 1 adjacent to Due with Meadow Park
construction.

Not yet due.
27 Section Obligation Timing Status
Meadow Park, which shall remain in use until the ARTIC Garage is operational.”

11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge – “Owner shall complete construction of an additional one (1) acre of Meadow Park no later than six (6) months after removal of the interim surface parking and completion of the ARTIC Garage.”
Due 6 months after
removal of interim
surface parking and
completion of ARTIC
Garage.

Owner proposes to change
this sequencing in a
forthcoming Operating
Memorandum. The ARTIC
Garage will now be
completed prior to Meadow
Parking opening.

11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge – “Owner shall complete construction of the final improvements for a total minimum of 4.85 acres of Meadow Park no later than six (6) months after final building and zoning inspection of occupancy for the Meadow Hotel in Project Phase

5.”
Due 6 months after
final building and
zoning inspection for
Meadow Hotel in
Project Phase 5.

Not yet due.

11.3.1 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge – “The Meadow Park phasing shall be as depicted in Exhibit “M-2”. The foregoing construction phasing for Meadow Park may be modified and expedited, at the direction of the City, if the City is awarded grant funding for the Katella Bridge or the ARTIC Garage. For any grant applications submitted after the November __, 2024, City and Owner agree that City will submit the grant application and any grant conditions to the Owner for review and consent by Owner prior to submission of the grant application or acceptance of the grant conditions, which consent shall not be unreasonably withheld provided that the grant requested or awarded provides a minimum funding equal to twenty-five (25) percent of the cost of the Katella Bridge or the ARTIC garage. If such a grant(s) are awarded, City may modify the construction phasing for Meadow Park to General obligation
related to construction
of Meadow Park.

Not yet due.
28 Section Obligation Timing Status
ensure that grant performance timelines and requirements can be satisfied and completion of Meadow Park Phase 1 or Phase 2, as referenced Exhibit “M-2”, may be expedited as appropriate given the earlier construction of the pedestrian bridge or ARTIC Garage. City and Owner further agree that if completion of Meadow Park Phase II is expedited the earliest date for commencement of construction of Meadow Park Phase 2 shall be no earlier than thirty (30) days after the Artic Garage is open for use. If grant(s) awarded are less than twenty- five (25) percent of the cost of the Katella Bridge or the ARTIC garage, Owner may but shall not be required to expedite Meadow Park phasing."

11.3.2 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "City and Owner agree to collaborate in the preparation of a final design, engineering and construction plans for Meadow Park facilities to identify complementary space within or adjacent to Meadow Park for future improvements to the Santa Ana River for recreation purposes. Final design, engineering and construction plans are subject to City approval. Meadow Park shall, at minimum, contain the following improvements: (1) children’s nature- oriented active play area, (2) urban oriented natural landscape features, (3) a bandshell, (4)public restrooms and associated directional signage, (5) space that can accommodate placement of temporary bathroom structures, (6) a pathway system that is designed to accommodate delivery of a temporary stage system and an area with utility capability and where the temporary stage can be placed, (7) shade structures and shaded benches throughout the park (to the extent they do not interfere with the event staging areas), (8) walking paths throughout the park, (9) passive activity spaces with infrastructure for table games and outdoor classes, (10) picnic areas, (11) fitness zones/challenge course, (12) spaces for food trucks, (13) facilities that provide an opportunity for photos and advertisement of Meadow Park through social media, (14) public art, and (15) pet stations and “pet friendly facilities.” During Due prior to final
design, engineering and
construction plans for
Meadow Park.

In progress.

The Owner and City
Community Services
Department have met
regularly to progress the
design of Meadow Park.

Owner will submit
preliminary design plans for
Meadow Park in 3
rd Quarter
2025 for review and approval
by the Parks and Recreation
Commission 4
th Quarter
2025, anticipated Precise
Grade Permit Issuance and
Building Plan Check
Complete in 2
nd Quarter
2026, and Construction 3rd
Quarter 2026-2nd Quarter
2028.
29 Section Obligation Timing Status
construction of Meadow Park, Owner and City shall cooperate on project management issues and Owner shall request and obtain City consent prior to approving or making any modifications to the approved construction plans and materials for Meadow Park."

11.3.3 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Upon completion of the ARTIC Garage, 15 spaces of the ARTIC Garage shall be available for Meadow Park users. These spaces shall (1) be available at no charge; (2) include signage indicating that the spaces are for Meadow Park users; and (3) be ADA-compliant and be located on the ground floor of the ARTIC Garage."
At completion of the
ARTIC garage.

Not yet due.

11.3.5 Design, Construction, and Maintenance of Meadow Park, modified ARTIC dropoff and the Katella Bridge - "Upon completion of construction, during the Private Maintenance period Owner shall maintain Meadow Park and the landscaped area adjacent to the Santa Ana River Bike Trail between River Road and the Santa Ana River ("Bike Trail Landscape") at Owner's sole expense in accordance with the maintenance standards and maintenance covenant set forth in Exhibit "K-1 including but not limited to: maintenance, repair and replacement (prior to the end of useful life) of lighting, signage, amenities, landscaping (including fertilizing, mowing, trimming, weed removal), subsurface and above-ground irrigation facilities, fencing, artificial turf, architectural elements of the park, and any and all other improvements or features; regular removal of debris; waste and graffiti abatement; and restoration of any and all landscaping, hardscape, concrete pavers, trees, and other park improvements or features that may become damaged during any excavations, repair or replacement of public facilities or utilities. Owner shall, at its sole cost and expense, perform or cause to be performed all work required herein in conformance with approved final as-built plans and with Exhibit "K-1", and in accordance with all Due at completion of
Meadow Park and Bike
Trail Landscape.

Not yet due.
30 Section Obligation Timing Status
applicable federal, state and local laws and standards including the Anaheim Municipal Code and any right of way construction or encroachment permits required by City. All improvements shall be kept in clean, good, safe, working, and workmanlike condition as detailed in Exhibit "K-1." Owner's maintenance of Meadow Park and the Bike Trail Landscape area shall comply with the maintenance requirement set forth in this Section 11.3.5 and the Meadow Park Joint Use, Operations and Maintenance Plan including replacement and repair of equipment and fixtures."

11.4 Spring Up Maintenance District - "Prior to Owner's conveyance of any portion of the Property other than Lot B to an entity unrelated to Owner, Owner shall prepare all documents for, vote in favor of and take any actions necessary to create a Spring-Up Maintenance District to fund and provide maintenance of Neighborhood Park as required herein in perpetuity, Neighborhood Park and Bike Trail Landscape area during the period of Private Maintenance, in accordance with the maintenance standards in this Development Agreement including Exhibit Kand Exhibit K-1."
Due prior to any
conveyance (other than
Lot B to City).

Not yet due.

11.5 Meadow Park Joint Use, Operation and Maintenance Plan - "[N]notwithstanding Owner's obligation to maintain and operate Meadow Park as set forth herein, City and Owner shall negotiate in good faith to prepare and execute, prior to first Final Site Plan for any development within Phase 2, a Meadow Park Joint Use, Operation and Maintenance Plan that addresses all issues set forth in Exhibit "M attached hereto including Owner’s management of the calendar, scheduling of Private Events Days (as defined in Section 11.6 below) and public events and usage of Meadow Park consistent with the terms set forth in Sections 11.6, as well as criteria and procedures for the sale Prior to first Final Site
Plan in Phase 2.

In progress.

Owner will request to modify
timing as part of the
operating memorandum to
prior to Final Site Plan for
Residential in Phase 3.

ARTIC garage is the first
Final Site Plan in Phase 2.
31 Section Obligation Timing Status
of alcoholic beverages within Meadow Park consistent with all applicable regulations."
13 Dedications and Exactions - "Prior to issuance of the first building permit for the Project or recordation of the first Final Map for the Project, Owner shall irrevocably offer for dedication within each Phase of the Project, the rights-of-way, including the public connector streets, collector streets, public use easements for perpetual public park use or access (including use of the plazas and bridges) or private roadway access, public utility easements, parking easements and other dedications as more fully set forth in the Master and Final Site Plans for the uses set forth in the Master and Final Site Plans."
Due prior to the
issuance of building
permit for Phase 1.

Completed.

Final Tract Map No. 19153
includes necessary offers of
dedication and easements.

Offer of dedication for River
Road Leg 3 – RCP2023-
21332 via Easement Deed
from North Basin Land LLC
on April 8, 2024
Offer of dedication for
property adjacent to Phoenix
Club Drive via Easement
Deed from Firebird Real
Estate, LLC to City on April
8, 2024.

14.4 Platinum Triangle Infrastructure Assessment District - "Prior to the date a building or grading permit is issued relating to implementation of the Master or Final Site Plans, or within a period of ninety (90) days from the date of execution of this Development Agreement, whichever occurs first, Owner shall execute and record an unsubordinated covenant in a form approved by the City Attorney's Office wherein Owner agrees not to contest the formation of any assessment district(s) which may be fanned to finance Platinum Triangle infrastructure, which district(s) could include the Property."
Prior to
building/grading permit
issuance or 90 days
after DA execution.

Complete.

The parties agree that the
“Covenant Not to Contest
Assessment District(s) for
Platinum Triangle Mixed-
Use Overlay Zone” recorded
on October 2, 2024, by
Recording No.
32 Section Obligation Timing Status
20230002525120 satisfies
this requirement.

14.5 Acquisition Agreement- City and Owner shall execute a Platinum Triangle Acquisition Agreement (“Acquisition Agreement”), in substantially the form of which is attached in Exhibit “Q”, with such modifications as are necessary to conform to the terms of the Development Agreement and which provides, in part, for the City’s acquisition of the CFD 08-1 Improvements, the Owner’s conveyance of the CFD Improvements to the City/CFD 08-1, and the reimbursement of the Owner for any such CFD 08-1 Improvements in an amount not to exceed the Owner’s Share of CFD 08-1 Bond Capacity. Owner shall have the option of pre-paying its CFD 08-1 special taxes as provided in CFD 08-1 RMA. In connection with one or more proceedings to annex the Annexation Parcels into CFD 08-1, Owner agrees that it will support and not contest, vote in favor of, and execute necessary documents for the City to modify the CFD 08-1 boundaries to include within CFD 08-1 all of Owner’s parcels identified as Annexation Parcels.

No technical timing
obligation but planned
to be complete prior to
turnover of CFD
facilities.

In progress.

Acquisition Agreement in
progress; City is reviewing
Applicant’s draft.
15 Covenants, Conditions and Restrictions - If Owner conveys a portion of the Property to an unrelated party, Owner agrees to record unsubordinated covenants, conditions and restrictions (CC&Rs) applicable to the Property in a form and content satisfactory to the Planning and Building Director, City Engineer and the City Attorney incorporating the requirements and obligations set forth in this Development Agreement including Exhibit "K-1".

Upon conveyance of
any portion of property
to unrelated party.

Not yet due.
17 Timing of Development - "Timing of Development shall be as set forth in the Master and Final Site Plans. Subject to the provisions of Section 7 .2 of this Development Agreement, Owner agrees to use commercially reasonable efforts to apply for and obtain all required permits, to apply for and obtain financing for construction of the Project, and upon The Development
Agreement Date is July
27, 2023 (recordation
date).

In progress.

As discussed in Section I,
Owner continues to make
significant progress towards
33 Section Obligation Timing Status
approval of financing for the Project or each phase thereof to commence and complete construction of the Project or phase thereof during the time period set forth in the Master Plan. In the event Owner is not able to complete construction of the Project within the time frame set forth in the Master Plan, Owner agrees to complete Phase 1 within five (5) years of the Development Agreement Date, complete Phase 2 within ten (10) years of the Development Agreement Date, Phase 3 within fifteen (15) years of the Development Agreement Date, and complete Phases 4 and 5 prior to expiration of this Development Agreement. For purposes of this Development Agreement, a completion of a phase means, at a minimum, that temporary certificates of occupancy have been issued for 90% of the square footage or number of dwelling units specified in the applicable Final Site Plan[s], subject to Owner's abandonment of a portion of a Final Site Plan, as specified below in this Section 17." Deadlines:

Phase 1: 7/27/2028
Phase 2: 7/27/2033
Phase 3: 7/27/2038
Phase 4: 7/27/2043
Phase 5: 7/27/2043

construction of Phase 1 and
is on track to remain in
compliance with this timing
obligation.

22.a. Benefits to the City - The participation of Owner in the accelerated, coordinated and more economic construction, funding and dedication to the public, as provided in this Development Agreement, of certain of the vitally needed on-site and area-wide public improvements and facilities, and assurances that the entire Project will be developed as set forth in the Master and Final Site Plans and this Development Agreement in order to encourage development of the Platinum Triangle.

General obligation. In progress.

22.b Benefits to the City - The public benefits, totaling approximately $300,000,000 include the following traditional public benefits: (i) parks improvements ($30M); (ii) affordable housing ($55M) (ii) public infrastructure improvements ($80M); (iii) Owner's agreement to perform ongoing Private Maintenance obligations of public facilities including Meadow Park and ARTIC ($30M) (iv) a six million seven hundred fifty thousand dollar ($6,750,000) Offsite Park Contribution Fee, with the proceeds of this Fee to be used in the City's sole discretion to pay for park improvements; (v) Owner's payment of approximately $100 million General obligation. In Progress.

The Owner is meeting or
exceeding all of the public
benefits offered in the
Development Agreement.

When the facilities are
complete, the Owner will
34 Section Obligation Timing Status
in Development Impact Fees; and (vi) the generation of millions of dollars in economic impact due to the development, construction and operation of the Project.
provide an update to the
estimates.

22.b (i) (i) parks improvements ($30M) General obligation. In Progress.

The Owner is meeting or
exceeding all of the public
benefits offered in the
Development Agreement.