FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BURBANK AND THE WALT DISNEY COMPANY

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Burbank 275 East Olive Avenue P.O. Box 6459 Burbank, California 91510 Attention: City Clerk This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BURBANK AND THE WALT DISNEY COMPANY PLANNED DEVELOPMENT NO. 91-13 (500 South Buena Vista Street) The Walt Disney Studios Master Plan (Planning Permit No. 13-8001) Page i

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BURBANK AND THE WALT DISNEY COMPANY PLANNED DEVELOPMENT NO. 91-13 (Planning Permit No. 13-8001) THIS FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT (the First Amendment ) is entered into this day of, 2016, by and among the CITY OF BURBANK, a charter city and municipal corporation (the City ), and THE WALT DISNEY COMPANY ( The Walt Disney Company or Disney, Owner or Developer ). The City and Owner are from time to time hereinafter referred to individually as a party and collectively as the parties. R E C I T A L S A. Pursuant to Government Code Section 65865, the City has adopted rules and regulations establishing procedures and requirements for consideration of development agreements. Such rules and regulations are codified at Section 10-1-1997, et seq., of the Burbank Municipal Code (the Development Agreement Ordinance ). This First Amendment has been processed, considered and executed in accordance with the Development Agreement Ordinance. B. The City has also adopted Sections 10-1-19118 et seq. of the Burbank Municipal Code (the Planned Development Ordinance ), establishing the procedures and requirements for the consideration of and establishment of a planned development. The Planned Development Ordinance requires that the approval of a planned development be subject to a developer s entering into a development agreement under the Development Agreement Ordinance. The Planned Development Ordinance sets forth the intent of the City Council in enacting the ordinance as an alternative process to accommodate major and unique developments, including those developments with combinations of uses and modified development standards, which would create a desirable, functional and community environment under the controlled conditions of a development plan. C. On October 13, 1992, the City approved a Development Agreement (the Agreement ), recorded on December 2, 1992, as Instrument No. 92 2252189 in the Los Angeles County Recorder s Office, which provided various land use approvals, permits and other entitlements relating to the development of the Project Site (see Exhibits A-1 and B-1 which are attached hereto) and the Project (see Exhibit C-1 which is attached hereto). The approved project is a commercial development consisting of a 1,932,528 Office Equivalent Gross Square Feet ( OEGSF ) of media office and studio-related buildings on The Walt Disney Studios Lot ( Project ). OEGSF is a calculation used in the Media District to convert media-related square-footage to regular squarefootage to analyze impacts particularly traffic impacts. The various land use approvals, permits and other entitlements necessary for the development of the Project were collectively referred to in the Agreement as the "Project Approvals" and include Planned Development Zone 91-13 and related conditions of approval. Page 1

D. The Walt Disney Company is the legal owner of that certain real property comprised of one parcel, approximately 44.5 gross acres in size, and located at 500 South Buena Vista Street, as legally described in Exhibit B-1 attached hereto (the Project Site ). E. The Walt Disney Company desires to extend the term of the Development Agreement for an additional eighteen (18) years to November 24, 2035 (the Proposed Project ) by executing a First Amendment to the Development Agreement. F. On August 9, 2016, following a duly noticed public hearing and Planning Board review and recommendation, the City Council approved this First Amendment to the Development Agreement for Planned Development No. 91-13. G. On August 9, 2016, after a duly noticed public hearing, the City Council took the following actions: (1) determined that the Supplemental Environmental Impact Report adequately addressed the environmental impacts under the California Environmental Quality Act, Public Resources Code Section 21000, et seq., ("CEQA"), in accordance with CEQA Guidelines Sections 15162 and 15163 and certified the Supplemental Environmental Impact Report; (2) introduced Ordinance No. which among other things, approves and authorizes the execution of this First Amendment. On, 2016, the City Council adopted Ordinance No.. NOW, THEREFORE, in consideration of the promises, covenants, and provisions set forth herein, the parties agree as follows: AGREEMENT ARTICLE 1. GENERAL PROVISIONS 1. 1. Section 9.2 of the Agreement is amended to read as follows: 9.2 Term. The term of this agreement shall commence on the date hereof and shall continue until November 24, 2035, unless said term is otherwise terminated, modified, or extended by circumstances set forth in this agreement or by mutual consent of the parties hereto after the satisfaction of all applicable public hearing and related procedural requirements. 2. 2Section 9.7 of the Agreement is amended to read as followsdeleted and replaced with the following: 9.7.01. Amendment of Project Approvals. The Project Approvals from time to time, may be amended or modified in the following manner: Page 2

(a) Administrative Amendments. Upon the written request of the Developer, the Community Development Director or his or her designee (the Community Development Director ) shall determine: (1) whether the requested amendment or modification (the Project Approval Amendment ) is minor, as determined by the Community Development Director in his or her sole discretion; and (2) whether the requested Project Approval Amendment is consistent with this Agreement. If the Community Development Director finds that the Project Approval Amendment is both minor and consistent with this Agreement, the Project Approval Amendment shall be determined to be an Administrative Amendment, and the Community Development Director shall approve the Administrative Amendment without a public hearing, and this Agreement and its pertinent exhibits shall be automatically amended without further action by the parties. Notwithstanding the foregoing, no administrative amendment will be effective until after thirty (30) days notice to the City Council and posting in the same manner as agendas. If any member of the City Council requests consideration of such amendment within the 30-day notice period, then the administrative amendment will not be effective unless there is a final determination approving it. In the event Council requests consideration of an administrative amendment, staff will agendize the matter for Council discussion within 30 days of such request. This 30-day notice provision shall not apply to time-sensitive decisions during construction. In such a case, time-sensitive administrative amendments will be effective upon approval by the Community Development Director, and the City Council shall be given notice following the Director s decision. (b) Non-Administrative Amendments. Any written request by the Developer for an amendment that is determined by the Community Development Director to be either: (1) not minor, or (2) inconsistent with this Agreement, shall be determined not to be an Administrative Amendment, shall be subject to review, consideration and action pursuant to the Existing Development Regulations and this Agreement, and shall be reflected in an amendment to this Agreement and/or its pertinent exhibits pursuant to Section 5.02 of this Agreement. (c) Changes to Plans; Appeals. If the Community Development Director determines that a proposed revision to the approved Site Plan ( Changes to Plans ) is minor, if such revisions do not result in any new, significant, or potentially significant environmental impacts not studied in the EIR or SEIR, and the Community Development Director determines that the proposed revision to the Site Plan is in substantial conformance with the provisions of the Planned Development, the general intent of the approved Site Plan and consistent with this Agreement, the revised plan shall be approved by the Community Development Director without submittal to the Planning Board for review and approval. The decision of the Community Development Director shall be final unless appealed to the Planning Board within ten (10) days from the date of such decision. If the Community Development Director determines that the proposed revision is not in substantial conformance with the approved Site Plan, then the revised plan shall be submitted to the Planning Board for review and action pursuant to this Subsection. Notwithstanding the foregoing, the Community Development Director shall have the discretion to refer consideration of the revised plan to the Planning Board as a report and recommendation item. If the Planning Board determines that the proposed revision is in substantial conformance with the provisions of the Planned Page 3

Development and the general intent of the approved Site Plan, the revised plan shall be approved by the Planning Board. The decision of the Planning Board shall be final unless appealed to the City Council within ten (10) days from the date of such decision. Before any decision by the Community Development Director is final under this subsection, notice shall be provided in the same manner as agendas and by publication at least ten (10) days prior to the end of the appeal period. The City agrees that notwithstanding the foregoing, whenever possible, in the interest of expediting the Project for the benefit of both the Developer and the City, the City shall use its best efforts to make all determinations regarding the Changes to Plans as stated herein, in a prompt fashion as time is of the essence. 9.7.02. Amendment of This Agreement. (a) Generally. This Agreement may be amended from time to time in whole or in part by mutual consent of the original parties or their successors in interest, in accordance with this Agreement and Sections 65867, 65867.5, and 65868, of the Government Code. (b) Administrative Amendments. Notwithstanding Section 5.02(a) above, any amendment to this Agreement which does not relate to (1) the Term, uses other than those permitted by the Planned Development, (2) provisions for reservation and dedication of land, or conditions, terms, restrictions, and requirements relating to subsequent discretionary actions, (3) monetary contributions agreed to by Developer pursuant to this Agreement, or (4) changes to any condition set forth in the Conditions of Approval, may be determined by the Community Development Director to be an Administrative Amendment and if so, shall be processed pursuant to Section 5.01(a) above. A memorandum shall be recorded to reflect such Administrative Amendment. 3. The conditions of approval set forth in Exhibit D to the Agreement are hereby amended to incorporate all conditions set forth in Exhibit D-1, attached hereto and incorporated herein by this reference. 34. All other provisions of the Agreement not inconsistent with this First Amendment shall remain in full force and effect. IN WITNESS WHEREOF, this First Agreement has been executed by the parties hereto on the day and year first above written. CITY CITY OF BURBANK, a municipal corporation DEVELOPER and OWNER The Walt Disney Company, a California Limited Liability Company Page 4

Ron Davis Interim City Manager By: Its: By: Its: ATTEST:, City Clerk Zizette Mullins, CMMC, City Clerk APPROVED AS TO FORM Office of the City Attorney By: Joseph H. McDougall Senior Assistant City Attorney Page 5

ACKNOWLEDGMENT FOR CITY OF BURBANK A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of } } ss. On, before me,, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL INFORMATION Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other than Named Above: Capacity(ies) Claimed by Signer(s) Signer s Name: Individual Trustee Corporate Officer Title(s): Partner Limited General Attorney in Fact Guardian or Conservator Other: Signer is Representing: Page 6

ACKNOWLEDGMENT FOR DEVELOPER/OWNER A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of } } ss. On, before me,, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL INFORMATION Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other than Named Above: Capacity(ies) Claimed by Signer(s) Signer s Name: Individual Trustee Corporate Officer Title(s): Partner Limited General Attorney in Fact Guardian or Conservator Other: Signer is Representing: Page 7

ACKNOWLEDGMENT FOR DEVELOPER/OWNER A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of } } ss. On, before me,, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL INFORMATION Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other than Named Above: Capacity(ies) Claimed by Signer(s) Signer s Name: Individual Trustee Corporate Officer Title(s): Partner Limited General Attorney in Fact Guardian or Conservator Other: Signer is Representing: Page 8

-1 RESTATED DEPICTION OF PROJECT SITE THIS EXHIBIT IS NOT INTENDED TO MODIFY THE PREVIOUS, IT IS MERELY BEING RESTATED IN FULL Page 9

EXHIBIT B-1 RESTATED LEGAL DESCRIPTION OF THE PROJECT SITE THIS EXHIBIT IS NOT INTENDED TO MODIFY THE PREVIOUS, IT IS MERELY BEING RESTATED IN FULL Page 10

EXHIBIT C-1 PROJECT DESCRIPTION & PERMITTED USES RESTATED DESCRIPTION OF PERMITTED USES THIS EXHIBIT IS NOT INTENDED TO MODIFY THE PREVIOUS EXHIBIT C, IT IS MERELY BEING RESTATED IN FULL The original Development Agreement became effective on November 24, 1992, and provided for a term of 25 years, to November 24, 2017. The Proposed Project is the extension of the term of PD No. 91-13 Development Agreement for The Walt Disney Studios Master Plan ( Master Plan ) for a period of eighteen (18) years, from November 24, 2017, to November 24, 2035. No changes to the type of land uses or intensity of development allowed by PD No. 91-13 would occur under the extension. Approval of the extension would provide additional time for The Walt Disney Company ( Disney or Developer ) to complete and construct the remaining 681,632 Office Equivalent Gross Square Feet (OEGSF) on the Project Site entitled under the Development Agreement. Portions of the Master Plan have been implemented under PD No. 91-13 since its approval in 1992. At the time the City originally adopted the Development Agreement in 1992, Disney had approximately 671,343 OEGSF of existing building space. Since that time, approximately 173,485 OEGSF have been demolished and 753,038 OEGSF have been constructed. Notable new development since 1992 includes the Frank G. Wells, ABC Riverside, and Feature Animation buildings along with supporting parking facilities. Currently, The Walt Disney Company has a net effective 1,250,896 OEGSF, with remaining capacity for approximately 681,632 OEGSF of new construction on the remainder of the North and South Campuses to meet the maximum of 1,932,528 OEGSF allowed under the original Development Agreement (see Table 1, next page). In addition to the extension to the Development Agreement for the Master Plan, as part of the project the Developer included a proposal for possible future installation of an ancillary on-site solid oxide fuel cell (SOFC) that would produce power to serve existing and future facilities located on the Project Site. Installation of any SOFC type facility would require that the City Council take action as a separate and subsequent decision to permit fuel cell generators as well as the accompanying requirement for an Interconnection Agreement (through Burbank Water & Power). Disney would not be able to install the fuel cell generator(s) unless and until the City Council has voted to allow it (i.e., a separate vote as an action subsequent to this First Amendment to the Development Agreement). Page 11

Parcel Table 1: The Walt Disney Studios Development Status Building Name Adjusted Gross Square Feet Office Equivalency Factor OEGSF 3 Team Disney 279,000 1.33 209,774 3 Animation 103,417 1.33 77,757 3 ROD 77,414 1.33 58,206 3 Production Building 48,155 1.33 36,207 3 Ink & Paint 34,367 1.33 25,840 3 Shorts 21,355 1.33 16,056 3 Stages 99,813 4.00 24,953 3 Shops 48,028 2.00 24,014 3 TEAM Building (net) 2,219 1.33 1,668 3 Theatres 12,708 2.00 6,354 4 Bungalow 1,400 1.33 1,053 3 Operations Center 4,715 1.33 3,545 4 Personnel 6,613 1.33 4,972 3 Post Production 31,240 2.00 15,620 4 Commissary 19,178 4.00 4,795 3 Central Plant 14,249 0.00 0 1 Service Station 1,136 0.00 0 4 Casting (Hyperion Health Club) 13,376 4.00 3,344 1 Trailers 0 1.33 0 5 Wind Dancer Productions 17,750 1.33 13,346 3 Film Vaults 6,979 4.00 1,745 1 Storage 23,526 2.00 11,763 1 Stages 1 Stage Office 31,617 1.33 23,772 1 Stages 53,034 4.00 13,259 2 FGW Building 250,668 1.33 188,472 1 Property & Drapery 81,863 2.00 40,932 8 Feature Animation (Office) 201,560 1.33 151,549 8 Feature Animation (Storage) 17,320 2.00 8,660 6 & 7 Riverside Building 364,179 1.33 273,819 3 Child Care 9,421 1.00 9,421 TOTAL 1,876,300 1,250,896 Entitled Amount 2,882,172 1,932,528 Existing Buildings 1,876,300 1,250,896 Remaining Balance 1,005,872 681,632 Source: The Walt Disney Company (2014). OEGSF - Office Equivalent Gross Square Feet Page 12

EXHIBIT D-1 CONDITIONS OF APPROVAL THIS EXHIBIT IS NOT INTENDED TO REPLACE THE PREVIOUS EXHIBIT D, IT IS AMENDING AND ADDING CERTAIN CONDITIONS OF APPROVAL Project No. 13-8001 First Amendment to the Development Agreement Related to Planned Development No. 91-13 (500 South Buena Vista Avenue The Walt Disney Company, Developer) Planning Division 1. Development of the subject property and operations on the site shall not include any on-site fuel cell generators, unless and until approved by City Council. Future installation of any fuel cell generator type facility shall require that the City Council take action as a separate and subsequent decision(s) to permit fuel cell generators as well as the accompanying requirement for an Interconnection Agreement (through Burbank Water & Power). The Developer shall not commence construction of any improvements or install any fuel cell generator(s) unless and until the City Council has voted to allow it (i.e., a separate decision as an action subsequent to this First Amendment to the Development Agreement). 2. The Developer shall be responsible for providing a written annual report (may be letter format) to the City Planner describing the status of current development (including building squarefootage, OEGSF calculations, and on-site parking) and the status of compliance with all CEQA mitigation measures. The written report shall be due no later than December 31 st of each year, with the first annual report due by December 31, 2017. 3. The Developer shall implement or continue to implement all applicable mitigation measures, except as amended herein, contained in the Environmental Impact Report and/or Supplemental Environmental Impact Report certified for the project. Traffic & Circulation 4. The following Traffic & Circulation mitigation measure is required for long-term cumulative traffic impacts, as determined by the Supplemental EIR, and shall be added: Buena Vista Street/Olive Avenue. Prior to issuance of a Certificate of Occupancy for any structure causing total project development to exceed 1,550,000 Office Equivalent Gross Square Feet (OEGSF), Disney shall implement the following improvements at the Buena Vista Street/Olive Avenue intersection: reconfiguration of the westbound approach and corresponding signal-phasing restripe of the westbound approach to provide two left-turn lanes, two through lanes, and one right-turn lane; and implement protected leftturn phasing for the westbound approach. (TR-1) 5. Two original Traffic & Circulation mitigation measures contained in the 1992 EIR are no longer required, as determined by the Supplemental EIR, and are hereby deleted: 4.5.1 and 4.5.7. Page 13

Burbank Water & Power 6. Within thirty (30) days of the effective date of this First Amendment, the Developer shall ensure that all landscape irrigation installed at the site since 1991 be converted to recycled water as required by condition 17.5 of the original Development Agreement. 7. The Developer shall ensure that the HVAC cooling towers at the site will utilize recycled water in accordance with BWP s Rules and Regulations, according to the following implementation schedule: a. Within thirty (30) days of the effective date of this First Amendment, the Developer shall ensure that the HVAC cooling towers at the Feature Animation Building utilize recycled water in accordance with BWP s Rules and Regulations. b. No later than March 30, 2017, the Developer shall ensure that the HVAC cooling towers at the ABC Riverside Building utilize recycled water in accordance with BWP s Rules and Regulations. i. No later than September 30, 2016, the Developer shall submit completed design and construction drawings for HVAC conversion at the ABC Riverside Building to the Building Division for Plan Check and building permit(s). ii. Within thirty (30) days of issuance of the first building permit for HVAC conversion at the ABC Riverside Building, the Developer shall initiate construction work and actively continue work on HVAC conversion in the ABC Riverside Building. iii. No later than March 30, 2017, the HVAC conversion at the ABC Riverside Building shall be completed and operational. 8. The Developer shall ensure that the water services be provided with protective devices that prevent objectionable substances from being introduced into the public water supply system per Title 17 of the California Administrative Code. Backflow prevention devices shall be installed on private property and as close as possible to the property line. The Developer shall be responsible for all additional costs associated with modifying water services in vaults to comply with above-ground approved double check detector assembly. 9. Future installation of any fuel cell generator type facility, if any, shall require that the City Council take action as a separate and subsequent decision(s) to permit an Interconnection Agreement through Burbank Water & Power. End of Additional Conditions of Approval Page 14