OPA: Grimshaw House - City of Anaheim

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J. Special Assessments. Any prepayments by Developer of assessments, special taxes or other charges levied by any assessment district, community facilities district or landscape maintenance district having jurisdiction over the Project or any part thereof, less any costs reimbursed by Buyer to Developer at close of escrow, shall be an allowable Actual Construction Cost. K. Insurance Liability. For each Housing Unit within the Project, the Insurance Liability Actual Construction Cost shall be one percent (1%) of the Base Price for each Housing Unit (the "Insurance Liability Actual Construction Cost"), and shall not be considered overhead as described in Subsection 1.E. L. Trade Rebates. The Actual Construction Costs shall be reduced by the amount of any trade rebates or reimbursements paid to Developer by contractors or materials suppliers for goods or services furnished to the Project exclusively, or furnished to the Project and other development projects of Developer. Where such rebates or reimbursements are allocable to more development projects than the Project, the Project shall be allocated a fair and reasonable portion of such rebates or reimbursements. M. Marketing/Models. All direct costs incurred for sales and merchandising, advertising, and model expenses (exclusive of the building and site improvements) for the Project. N. If Developer is a partnership or limited liability company, amounts paid to any partner or member, whether as a fee for performing services as a general contractor or managing partner or member, as interest or a return on invested funds, loans or capital contributions, or otherwise, shall not be an allowable Actual Construction Cost except to the extent set forth in Paragraph B for Invested Funds, or to the extent, such payment is reimbursement for expenditures by such partner or member which would otherwise qualify as an allowable Actual Construction Cost if such partner was the "Developer" hereunder or unless specifically approved in writing by Agency as an allowable Actual Construction Cost (which approval may be withheld in Agency's sole and absolute discretion). Notwithstanding the foregoing terms of this Paragraph N, any management or general contracting fees paid to Developer by the partnership or limited liability company, or any investment fees paid by Developer to its partners or members for capital invested in the Project are included as Actual Construction Cost in Paragraph E as allowable Actual Construction Costs subject to the aggregate limitation of three and one-half percent (31/2%) of the Total Sales Price per Housing Unit for all costs included within Paragraph E. 2. Financial Records and Statements of Developer. Developer shall keep and maintain, or cause to be kept and maintained, accurate financial books and records with respect to the development of the Project, in accordance with generally accepted accounting principles except as modified by the provisions of the Agreement and this Attachment 12; provided those financial books and records shall include all supporting documentation relative to sales and cost of sales, and shall be maintained until Agency has informed Developer that either the Audit (defined below) has been completed pursuant to Paragraph 3 hereof, or informs Developer that no Audit will be performed. Attachment No. 12 - Page 5
3. Agency may one (1) time within six (6) months after receipt of the Additional Purchase Price Report from Developer under Paragraph 4, (the "Audit), at Agency's expense, audit Developer's books and records related to the Project for the purpose of verification of the Additional Purchase Price received by Agency for the Project, including an audit of all Actual Construction Costs. Developer shall be notified of the Audit at least twenty-five (25) days prior to its commencement. Any deficiency in Additional Purchase Price - Market Rate Housing Unit amounts due Agency determined by the Audit, shall be immediately due and payable by Developer upon written notice from Agency. If the sum of the aforementioned deficiency amounts exceeds five percent (5%) of the Additional Purchase Price that Developer should have paid Agency, but failed to, then Developer shall also: (i) pay to Agency interest on the total deficiency amounts at the lesser of ten (10%) per annum or the maximum allowable rate under then existing law (the "Default Rate") accruing from the Payment Date immediately preceding the Audit, as applicable; and (ii) pay Agency any and all costs it incurred relating to the Audit. 4. Additional Purchase Price Report. Developer shall provide Agency with a report in the form of Exhibit "2" attached hereto (the "Additional Purchase Price Report") on or before the Additional Purchase Price Payment Date. The Report shall include computations of (x) the Actual Gross Sales Revenues on Housing Units, and (y) all Actual Construction Costs. Attachment No. 12 - Page 6
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DISPOSITION AND DEVELOPMENT AGREEME
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400. DEVELOPMENT OF THE SITE. .....
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804. Assignment by Agency. ........
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DISPOSITION AND DEVELOPMENT AGREEME
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for the applicable Anaheim’s Home
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(vii) One Hundred Forty-Four Thousa
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“Developer’s Due Diligence Peri
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(Carpenter-Presley-Tanner Hazardous
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“Notice” shall mean a notice in
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all, of the Tract Map, and (iii) co
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DIFFICULT TO ESTIMATE OR FIX THE AM
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Until the Closing, Developer shall,
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In the event that Developer deliver
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ownership or operation of the Site,
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(B) The Parties to the Escrow joint
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Agency’s ten (10) day election pe
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(v) Execution of Documents. Develop
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the Escrow and this Agreement. If e
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h. Detailed schedule of interior an
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and the Site. Agency staff will wor
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408. Financing of the Developer Imp
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Improvements, or any portion thereo
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the time periods set forth in Secti
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c. Clean-up maintenance shall inclu
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(A) Recordation of Declaration of C
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calculated. 505. Effect of Violatio
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Developer and Agency covering loss
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601.8 Obligation to Repair and Rest
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(b) one or more of Agency’s Condi
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commenced by Developer against Agen
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805. Successors and Assigns. All of
Page 63 and 64: 906. Counterparts. This Agreement m
Page 65 and 66: “A general release does not exten
Page 67 and 68: State of California ) ) ss. County
Page 69 and 70: ATTACHMENT NO. 2 LEGAL DESCRIPTIONS
Page 71 and 72: terms, conditions, provisions and c
Page 73 and 74: set forth in Section 704 of the Agr
Page 75 and 76: occurs: a. pay and discharge the sa
Page 77 and 78: State of California ) ) ss. County
Page 79 and 80: ATTACHMENT NO. 4 PROJECTED CLOSING
Page 81 and 82: 2.1 Insurance. Brookfield shall sec
Page 83 and 84: California Health and Safety Code,
Page 85 and 86: John E. Woodhead, Assistant City At
Page 87 and 88: IN WITNESS WHEREOF, the Parties hav
Page 89 and 90: EXHIBIT A MAP (to be provided; to d
Page 91 and 92: Section 3. Nondiscrimination. Grant
Page 93 and 94: performed, kept, or observed by Gra
Page 95 and 96: ATTACHMENT NO. 7 SCHEDULE OF PERFOR
Page 97 and 98: ATTACHMENT NO. 9 RELEASE OF CONSTRU
Page 99 and 100: IN WITNESS WHEREOF, AGENCY HAS EXEC
Page 101 and 102: ATTACHMENT NO. 10 DECLARATION OF CO
Page 103 and 104: C. In accordance with Section of th
Page 105 and 106: EXHIBIT A TO ATTACHMENT NO. 11 A LE
Page 107 and 108: C. In accordance with Section of th
Page 109 and 110: EXHIBIT A TO ATTACHMENT NO. 11 B LE
Page 111 and 112: (defined in (iv) below), provided,
Page 113: and Option Prices are charged (but
Page 117 and 118: EXHIBIT 2 TO ATTACHMENT NO. 12 TO A
Page 119: Plumbing Fixtures HVAC Electrical &
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OPA: Grimshaw House - City of Anaheim

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