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improvements to the Erickson Property and the CRA Property and make all other changes
<br />necessary to bring it into full compliance with the applicable zoning, land use, improvement,
<br />signage and landscaping standards found in SD -60 (Ordinance No. NS- 2650), the landscape and
<br />signage concept plans and the Auto Center CC &R's (collectively, the "Vinci Improvements ").
<br />A copy of Ordinance No. NS -2650, the landscape and signage concept plans and the Auto Center
<br />CC &Rs are attached hereto as Exhibits "D," "E" and "F," respectively. Vinci acknowledges that
<br />development of the Leased Premises and the CRA Property shall be in compliance specifically
<br />with Ordinance No. NS -2650 and that it shall carry out the design, demolition, landscaping,
<br />construction, and operation of the Leased Premises and the CRA Property in substantial
<br />conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and
<br />decrees of the United States, the State of California, the County of Orange, the City, or any other
<br />political subdivision in which the Erickson Property is located, and of any other political
<br />subdivision, agency, or instrumentality exercising jurisdiction over the City, the Agency, Vinci
<br />or the Erickson Property, including all applicable federal, state, and local occupation, safety and
<br />health laws, rules, regulations and standards, applicable state and labor standards, applicable
<br />prevailing wage requirements, the City zoning and development standards, City permits and
<br />approvals, building, plumbing, mechanical and electrical codes, as they apply to the Erickson
<br />Property, and all other provisions of the City and its Municipal Code (as they apply to the
<br />Erickson Property), and all applicable disabled and handicapped access requirements, including,
<br />without the limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq.,
<br />Government Code § 4450 et seq., and the Unruh Civil Rights Act, Civil Code § 51 et seq.
<br />( "Governmental Requirements "). Vinci's failure to perform the Vinci Improvements within the
<br />above - described times to the reasonable satisfaction of the Agency shall constitute a default
<br />under the License, and, if such default is not cured to the reasonable satisfaction of the Agency
<br />within thirty (30) days after written notice from the Agency to Vinci shall (i) immediately result
<br />in the termination of the License, in which event Vinci shall immediately remove, at its sole cost
<br />and expense, the FF &E, all vehicles and personal property from the Leased Premises (but not the
<br />Vinci Improvements, which shall become the property of the Agency), and return the Leased
<br />Premises to the Agency in a broom clean condition, and (ii) Vinci shall, within five (5) days of
<br />written demand by the Agency, return to the Agency the amount of the Improvement Payments
<br />and the amount of the Erickson Lease Subsidy paid by the Agency to Vinci in immediately
<br />available funds. Notwithstanding the foregoing, nothing contained in this Agreement shall
<br />constitute a waiver by the Agency or the City of any Governmental Requirements nor an
<br />agreement to delay enforcement of any Governmental Requirements.
<br />9. Re- Assignment of Erickson Lease. At the end of the License Period, provided that the
<br />Vinci Improvements described in paragraph 8 are completed to the reasonable satisfaction of the
<br />Agency, and Vinci is not in violation of any of its obligations hereunder to the Agency or in
<br />violation of any Governmental Requirements with respect to the Erickson Property, the Agency
<br />will assign the Erickson Lease to Vinci without warranty or representation and in its then
<br />"AS -IS" condition, subject to the applicable zoning and land use standards found in SD -60
<br />(Ordinance No. NS- 2650), the landscape and signage concept plans and the Auto Center
<br />CC &R's being met and subject to the consent of Erickson.
<br />10. DDA Letter of Intent. If Vinci remains interested in acquiring Erickson's fee interest in
<br />the Erickson Property, the Agency is willing to enter into a non - binding preliminary letter of
<br />intent outlining the elements of a potential DDA to be negotiated as follows:
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