2020-090 -Approving a Disposition and Development Agreement

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subject to a deed restriction that the Public Parking Parcel containing 211 public parking spaces shall remain public parking spaces available to members of the public in perpetuity pursuant to the Option to Purchase Agreement attached hereto as Exhibit "J". 5.14.2 The cost of the Parking Structure shall be as follows: (a) For the first fifteen years (15) from the issuance of the last Certificate of Completion for the Project, the Developer shall have the option to purchase the Public Parking Parcel within the Parking Structure for Fifteen Million Dollars ($15,000,000). (b) After fifteen (15) years from the issuance of the last Certificate of Completion for the Proj ect until forty-five (45) years have elapsed, Developer shall have the option to purchase the Public Parking Parcel within the Parking Structure for the appraised value or Fifteen Million Dollars ($15,000,000) whichever is greater. ARTICLE 6 COVENANTS, CONDITIONS AND RESTRICTIONS (CC&R'S) 6.1 Developer and City shall enter into CC&R's for the Project and CC&R's shall be approved by the City Manager and the City Attorney shall approve as to form prior to recordation, and thereafter such CC&R's shall be recorded against the Property in the Orange County Recorder's office prior to the issuance of a Certificate of Occupancy for the Project or any portion thereof. 6.2 The CC&R's shall contain the following provisions: 6.2.1 Developer shall be solely responsible for any and all costs, expenses assessments, and taxes associated with the Association, including the formation of the Association, continual operation of the Association, the costs for drafting the CC&R's, and City costs to review the CC&R's or amendments including staff time and/or attorney fees. 6.2.2 Grant reciprocal easements for ingress/egress, passage of vehicles and pedestrians, over the parking lots and other common areas, and for maintenance purposes to allow access as reasonably necessary for the performance of maintenance of the Property. 6.2.3 Association shall maintain insurance for the benefit of the Association, City and Developer. 6.2.4 Developer and their successors and assigns shall be solely responsible for all costs and expenses incurred for operating and maintaining the Parking Structure including the Public Parking Parcel, and all common area, City shall not be liable for any costs or expenses for the operation or maintaining the Parking Structure, including the Public Parking Parcel or any common area. 6.2.5 Provisions of the Grant of Easements and Reciprocal Access, Parking Operation and Maintenance Agreement, dated October 5, 2020, for reference purposes (Parking Agreement), is attached hereto as Exhibit K, shall be incorporated into the terms of the CC&R's. 37 12