NOTICE IS HEREBY GIVEN

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1 NOTICE OF SPECIAL MEETING OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA MAYOR S CONFERENCE ROOM, CITY HALL 100 SANTA ROSA AVENUE, ROOM 10 TUESDAY, JULY 14, :30 PM AGENDA NOTICE IS HEREBY GIVEN that the Successor Agency to the Redevelopment Agency of the City of Santa Rosa will hold a Special Meeting on Tuesday, July 14, 2015, at 2:30 p.m. in the Mayor s Conference Room, City Hall, Room 10, 100 Santa Rosa Avenue, Santa Rosa, California. 1. CALL TO ORDER AND ROLL CALL 2. PUBLIC COMMENT Public comment is limited to items which are the subject of the special meeting. 3. APPROVAL OF MINUTES 3.1 April 21, 2015, Special Meeting 3.2 June 16, 2015, Special Meeting 4. REPORT ITEMS 4.1 HYATT VINEYARD CREEK SALE OF THE SUCCESSOR AGENCY S FEE TITLE INTERESTS 170 RAILROAD STREET BACKGROUND: The Successor Agency to the Former Redevelopment Agency of the City of Santa Rosa ( Successor Agency ) is the fee title owner of land with a street address of 170 Railroad Street, Santa Rosa, ( Property ), parking improvements and the Kenneth R. Blackman Conference Center (together, the Public Improvements ) at the Site. The conference center is a portion of the Hyatt Vineyard Creek Hotel and conference center structure. THI VI Sonoma LLC, a Delaware limited liability company is owner of the hotel, restaurant, spa and related facilities at the Property and is successor in interest to three project leases with the Successor Agency: a Hotel Ground Lease, a Conference Center Lease, and a Parking Lease ( Project Leases ). Any writings or documents provided to a majority of the Successor Agency prior to this meeting regarding any item on this agenda, excluding closed session items, are available for public review in the City Clerk s Office, Room 10, City Hall, 100 Santa Rosa Ave, during normal business hours.

2 The Project Leases grant to THI VI Sonoma LLC ( Tenant ) a Site Option and a Public Improvements Option to acquire the Successor Agency s fee title interests in the Property. The sale of the property is not discretionary. The Tenant has complied with the applicable conditions precedent to exercise the options. The purchase price, approximately $11 million, is calculated based upon formulas set forth in the Hotel Ground Lease. The sale proceeds will be held by the Successor Agency pending a determination by the California Department of Finance as to whether the Successor Agency can use the proceeds to repay loans to the City in one lump sum. Funds that are not used for the repayment of the City loans will be disbursed to the County Auditor Controller for distribution to the taxing entities in accordance with Redevelopment dissolution law. RECOMMENDATION: It is recommended by the Economic Development and Housing Department that the Successor Agency authorize the Chair to execute a grant deed and a release of the Project Leases for the sale of the Hyatt Vineyard Creek. 5. ADJOURN SPECIAL MEETING OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA The City of Santa Rosa does not discriminate on the basis of disability in the admissions or access to, or treatment of or employment in, its programs or activities. Disability-related aids or services, including printed information in alternate formats, to enable persons with disabilities to participate in public meetings are available by contacting the City Clerk s Office at or cityclerk@srcity.org one week prior to the meeting. TDD Meeting information can also be accessed via the internet at

3 DRAFT SUBJECT TO REVIEW MINUTES OF THE SPECIAL MEETING OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA CITY HALL, MAYOR S CONFERENCE ROOM, ROOM 10 TUESDAY, APRIL 21, CALL TO ORDER AND ROLL CALL Chair Sawyer called the special meeting to order at 2:32 p.m. in the Mayor s Conference Room. Board Members present: Chair Sawyer, Vice Chair Coursey, Board Members Carlstrom, Combs, Schwedhelm, and Wysocky. Board Member Olivares was absent. 2. PUBLIC COMMENT NONE. 3. STAFF BRIEFING 3.1 STATUS OF SUCCESSOR AGENCY LITIGATION AND BUDGET TRAILER BILL Caroline Fowler, General Counsel, provided an update on the status of Successor Agency litigation and the State department of Finance proposed budget trailer bill. No action was taken by the board of directors. 4. APPROVAL OF MINUTES February 24, 2015, Special Meeting MOVED by Board Member Schwedhelm, seconded by Board Member Wysocky, and CARRIED (Chair Sawyer, Board Members Carlstrom, Combs, Schwedhelm, Wysocky voting yes; Vice Chair Coursey abstaining, Board Member Olivares absent) to approve the minutes as submitted. 5. CONSENT ITEM Deborah Lauchner, Chief Financial Officer, and Sarah Hollenbeck, Managing Director for Public Financial Management, Inc. MOVED by Vice Chair Coursey, seconded by Board Member Wysocky, and CARRIED (Chair Sawyer, Vice Chair Coursey, Board Members Carlstrom, Combs, Schwedhelm, Wysocky voting yes; Board Member Olivares absent) to adopt Item 5.1 as follows: 5.1 APPOINTMENT OF FINANCING TEAM AND AUTHORIZATION TO PROCEED WITH 2015 TAX ALLOCATION REFUNDING BONDS RESOLUTION NO. SA ENTITLED: A RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA DIRECTING PREPARATION OF PROCEEDINGS FOR THE REFUNDING OF OUTSTANDING OBLIGATIONS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA, APPROVING APPOINTMENT OF ITS FINANCING TEAM, AND PROVIDING OTHER MATTERS RELATING THERETO 6. ADJOURN SPECIAL MEETING OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA Approved on: Chair Sawyer adjourned the special meeting at 2:49 p.m. Terri A. Griffin Secretary

4 DRAFT SUBJECT TO REVIEW MINUTES OF THE SPECIAL MEETING OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA CITY HALL, MAYOR S CONFERENCE ROOM, ROOM 10 TUESDAY, JUNE 16, CALL TO ORDER AND ROLL CALL Chair Sawyer called the special meeting to order at 3:30 p.m. in the Mayor s Conference Room. Board Members present: Chair Sawyer, Vice Chair Coursey, Board Members Carlstrom, Combs, Olivares, Schwedhelm, and Wysocky. 2. PUBLIC COMMENT NONE. 3. ANNOUNCEMENT OF CLOSED SESSION ITEMS Chair Sawyer recessed the meeting to closed session at 3:30 p.m. to discuss the following matters as listed on the agenda: 3.1 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Paragraph (1) of subdivision (d) of Government Code Section ) Name of Case: City of Santa Rosa; and Successor Agency to the Redevelopment Agency of the City of Santa Rosa v. Michael Cohen, Director of the California Department of Finance; David E. Sundstrom, County of Sonoma Auditor Controller Court Case No. Sacramento County Superior Court Case No.: ADJOURN CLOSED SESSION AND RECONVENE TO OPEN SESSION Chair Sawyer adjourned the closed session and reconvened to open session at 4:05 p.m. 5. REPORT, IF ANY, ON CLOSED SESSION General Counsel Fowler reported that the Successor Agency met in closed session regarding Item 3.1 and there was no action to report. 8. ADJOURN SPECIAL MEETING OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA Approved on: Chair Sawyer adjourned the special meeting at 4:04 p.m. Terri A. Griffin Secretary

5 Agenda Item #SA-4.1 For successor Agency Meeting of: July 14, 2015 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA TO: CHAIR AND AGENCY MEMBERS SUBJECT: HYATT VINEYARD CREEK SALE OF THE SUCCESSOR AGENCY S FEE TITLE INTERESTS 170 RAILROAD STREET STAFF PRESENTER: FRANK KASIMOV, PROGRAM SPECIALIST ECONOMIC DEVELOPMENT AND HOUSING AGENDA ACTION: RESOLUTION ISSUE(S) Will the Successor Agency authorize the Chair to execute a grant deed and a release of the project leases for the sale of the Hyatt Vineyard Creek? BACKGROUND 1. Prior to its dissolution, the Redevelopment Agency of the City of Santa Rosa ( RDA ) had assisted with the redevelopment of property located at 170 Railroad Street (the Property ), from an abandoned former brewery into a first class hotel and conference center. 2. The Successor Agency to the RDA ( Successor Agency ) is the fee title owner of land, parking improvements and the Kenneth R. Blackman Conference Center (together, the Public Improvements ) at the Property. The conference center is a portion of the Hyatt Vineyard Creek hotel and conference center structure. 3. THI VI Sonoma LLC, a Delaware limited liability company is the owner of the hotel, restaurant, spa and related facilities ( Hotel ) at the Property and is successor in interest of three leases with the Successor Agency:

6 HYATT VINEYARD CREEK SALE OF THE SUCCESSOR AGENCY S FEE TITLE INTERESTS 170 RAILROAD STREET Page 2 a Hotel Ground Lease, a Conference Center Lease, and a Parking Lease, each dated February 21, 2001 (together, Project Leases ) The Project Leases grant to THI VI Sonoma LLC ( Tenant ) a Site Option and a Public Improvements Option (together, the Options ) to acquire the Successor Agency s fee title interests in the Property. The provisions controlling the exercise of the Options are set forth in the Hotel Ground Lease Article 16, which is attached. 5. The sale of the Successor Agency s fee title interest in the Property upon Tenant s exercise of the Option is not discretionary. The Tenant has complied with the applicable conditions precedent to exercise the Options in accordance with Article 16, including, for example, that the Tenant provided written notice to Landlord within the first 90 days of the calendar year of its intent to exercise the Options and acquire fee title interest in the Site and Public Improvements and opened escrow within 10 days of the notice. 6. The Successor Agency and the Tenant are in agreement that the purchase price is consistent with the requirements of the Options. The purchase price for each option is calculated based upon formulas set forth in the Hotel Ground Lease. The purchase price captures the base price for the land, as escalated by the Consumer Price Index; the RDA s cost to construct the conference center and parking improvements; any rent owed by the Tenant to the Landlord through the close of escrow; and any credit due back to the buyer for prior Paydown payments, which the RDA received from transfer of hotel ownership and assignment of leases in 2007, and again in March, Hotel Ground Lease, as referenced in the document entitled Memorandum of Hotel Ground Lease, recorded on February 28, 2001, as Instrument No in the Official Records of Sonoma County (the Hotel Ground Lease ), pursuant to which the Tenant operates the Hotel on the Hotel Ground Leased Property. Conference Center Lease, as referenced in the document entitled Memorandum of Conference Center Lease, recorded on February 28, 2001, as Instrument No in the Official Records of Sonoma County (the Conference Center Lease ) for the lease and operation of the Conference Center Leased Property and Improvements thereon in conjunction with the operation of the Hotel. Parking Lease, as referenced in the document entitled Memorandum of Parking Lease, recorded on February 28, 2001 as Instrument No in the Official Records of Sonoma County (the Parking Lease ) for the lease of the Parking Leased Property and Improvements thereon in conjunction with the operation of the Hotel.

7 HYATT VINEYARD CREEK SALE OF THE SUCCESSOR AGENCY S FEE TITLE INTERESTS 170 RAILROAD STREET Page 3 7. In March, 2011, prior to the dissolution of redevelopment agencies in California, in an attempt to protect the City s monetary interests, the RDA and the City of Santa Rosa ( City ) approved two deeds of trust securing repayment of RDA debt to the City. The deeds of trust were recorded against the RDA s fee interest in the Hyatt Vineyard Creek and Museum on the Square, a property located at 520 Third Street and owned by the RDA at the time. One deed of trust secured repayment of a collective loan amount of $5.8 million pursuant to three separate promissory notes ( City Loans Deed of Trust ). The other deed of trust secured the financial obligation of a funding agreement between the RDA and the City for capital improvements to the Hearn Avenue Overcrossing ( Funding Agreement Deed of Trust ). 2 ANALYSIS 1. To close escrow and consummate the sale, the Successor Agency must execute a grant deed and a release of the Project Leases. The Hotel Ground Lease explicitly states that the Project Leases are terminated by exercise of the option, so the Release is simply a vehicle to acknowledge that fact and remove the Project Leases from title. 2. The Project Leases and Option were entered into and recorded against the Hotel Property 10 years prior to the deeds of trust. Due to their subordinate lien position, the City is required to reconvey the deeds of trust upon exercise of the Option by the Tenant. 3. The deeds of trust are no longer needed to secure the funding agreement and the City Loans. The funding agreement was determined to be unenforceable by the California Department of Finance ( DOF ), rendering the deed of trust ineffective. Repayment of the City loans has been confirmed by the courts through litigation with DOF. As a result, the City will receive repayment of the City Loans from the property tax funds that are made available to the Successor Agency regardless of whether or not there is a deed of trust securing the debt. 2 Both deeds of trust are dated March 3, 2011, and recorded March 8, 2011, and made by Redevelopment Agency of the City of Santa Rosa as Trustor to Fidelity Title Company as Trustee, and the City as Beneficiary. The City Loans Deed of Trust recorded as Document No , and the Funding Agreement Deed of Trust and recorded as Document No in the Official Records of the County of Sonoma. On October 16, 2013, the City of Santa Rosa was substituted and appointed as Trustee under both deeds of trust in place and instead of Fidelity Title Company pursuant to Substitution of Trustee and Deed of Partial Reconveyance (for Museum on the Square) recorded as Document No (for City Loans) and Document No (Funding Agreement) in the Official Records of the County of Sonoma.

8 HYATT VINEYARD CREEK SALE OF THE SUCCESSOR AGENCY S FEE TITLE INTERESTS 170 RAILROAD STREET Page 4 4. Repayment of the City loans will either occur over time through the Redevelopment dissolution process; or alternatively, if approved by DOF, the City would receive one lump sum payment in the amount of approximately $6.5 million (including principal and interest) from the proceeds of the Hyatt Vineyard Creek sale. 5. The sale proceeds, approximately $11 million, will be held by the Successor Agency pending the DOF s determination for use of the sale proceeds. Funds not used for the repayment of the City loans will be disbursed to the County Auditor Controller for distribution to the taxing entities in accordance with Redevelopment dissolution law. RECOMMENDATION It is recommended by the Department of Economic Development and Housing that the Successor Agency authorize the Chair to execute a grant deed and a release of the Project Leases for the sale of the Hyatt Vineyard Creek. Author: Frank Kasimov Attachments: Attachment 1: Hotel Ground Lease Article 16 Attachment 2: Grant Deed Attachment 3: Release of Hotel Ground Lease, Conference Center Lease and Parking Lease

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30 RECORDING REQUESTED BY AND Attachment 2 WHEN RECORDED MAIL TO: Thayer Lodging Group LLC, a Brookfield company 1997 Annapolis Exchange Parkway Suite 550 Annapolis, Maryland Attention: George D. Dabney Exempt from Recording Fees per Govt. Code GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA, as successor-in-interest to the Redevelopment Agency of the City of Santa Rosa, a public body, corporate and politic ( Grantor ) hereby GRANTS to THI VI SONOMA LLC, a Delaware limited liability company ( Grantee ), all that certain real property situated in the City of Santa Rosa, County of Sonoma, State of California, described and depicted in EXHIBIT A attached hereto and incorporated herein by reference, together with all buildings, improvements and fixtures located thereon and owned by Grantor as of the date hereof and all right, title and interest, if any, that Grantor may have in and to all rights, privileges and appurtenances pertaining thereto including all of Grantor s right, title and interest, if any, in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto (collectively, the Property ). Grantee hereby covenants and agrees, for itself, its successors, its assigns and every successor in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, age, handicap, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. All deeds, leases or contracts made relative to the Property, the improvements thereon or any part thereof, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: " The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, age, handicap, marital status, national origin or \

31 Attachment 2 ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the grantee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased, nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." The covenants contained herein shall run with the land and shall inure to the benefit of and be binding upon the Grantor and Grantee and their respective assigns, heirs and voluntary and involuntary successors in interest. Dated:, 2015 GRANTOR: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA, as successor-ininterest to the Redevelopment Agency of the City of Santa Rosa, a public body, corporate and politic APPROVED AS TO FORM: By: Name: John Sawyer Its: Chair \

32 Special Counsel Attachment \

33 ACKNOWLEDGMENT Attachment 2 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 ) On before me, (here insert name and title of the officer), personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) 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 (Seal) \

34 \ EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION OF PROPERTY HOTEL PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: PARCEL A Commencing at the southwest corner of said lands of The Redevelopment Agency, said corner lying on the easterly right of way line of Railroad Street as said southwest corner and Railroad Street are shown on that Record of Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the point of commencement and along the southerly line of said lands South East feet to the TRUE POINT OF BEGINNING; thence from said point leaving said southerly line North West 9.67 feet; thence North West 3.68 feet; thence North West 7.06 feet; thence South West 7.78 feet; thence on a non tangent curve to the right from a tangent which bears North West, with a radius of feet through a central angle of , for a length of feet; thence North East feet; thence on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of feet through a central angle of , for a length of feet; thence on a curve to the right tangent to the last curve with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence North East feet; thence North West feet; thence North East feet; thence South East feet; thence on a non tangent curve to the right from a tangent which bears South West, with a radius of feet, through a central angle of for a length of feet; thence South West feet; thence South East feet; thence South East 4.53 feet to Point A which bears North East feet from the southwest corner of said lands of Redevelopment Agency; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet; thence South West feet to Point B ; said Point B bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North 19

35 East feet; thence North West feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, said Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.50 feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A, above described, thence North West, 4.53 feet; thence North East 8.00 feet; thence South East feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence on a curve to the right with a radius of 9.50 feet, through a central angle of , for a length 7.70 feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the left with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of 2.50 feet, through a central angle of , for a length of 1.96 feet; thence North East 7.45 feet; thence North West feet; thence North East feet; thence North West feet; thence North East 0.39 feet to the northeasterly boundary of said lands of The Redevelopment Agency; thence along said boundary line South East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence South East 7.82 feet to the common line between said lands of The Redevelopment Agency and the lands of Sonoma County Water Agency as described in that deed recorded on October 18, 1968 in Book 2357 of Official Records at Page 593, and on February 7, 1969 in Book 2376 of Official Records at Page 751, Sonoma county Records; thence along said common line South West feet; thence on a non tangent curve to the left from a tangent which bears South West, with a radius of feet, through a central angle of , for a length of feet; thence South West feet; thence South West feet; thence on a non tangent curve to the left from a tangent which bears South West, with a radius of feet, through a central angle of , for a length of feet; thence North West feet to the POINT OF BEGINNING. EXCEPTING THEREFROM the Conference Center Area described as follows: All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: \

36 Commencing at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly right of way of line of Railroad Street as said southeast corner and Railroad Street are shown on that Record Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Commencement North East feet to THE TRUE POINT OF BEGINNING; said point being called Point A ; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet to a point from which Point B bears South West feet and Point B bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North East feet; thence North West feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.5Q feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A the Point of Beginning. Containing 4.23 acres more or less. TOGETHER WITH: PARCEL B All that portion of the following described area lying at or above elevation : Commencing at the previously described Point B ; thence along the exterior line of said Conference Center South West, 9.12 feet, to the Point of Beginning; thence continuing along said exterior line the following 7 courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, feet; thence North East, feet; thence South East, 2.00 feet; thence North East, feet; thence leaving said exterior line, South East, feet; thence North East feet; thence South East, feet; thence South West, 8.65 feet; thence South East, 7.25 feet to the Point of Beginning. Containing 4,342 Sq. Ft. more or less \

37 TOGETHER WITH: PARCEL C All that portion of the following described area lying at or above elevation : Beginning at the previously described Point C; thence along the exterior line of the Conference Center the following 14 courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, 2.00 feet; thence South West, feet, thence North West, 8.90 feet; thence South West, 3.06 feet; thence North West, feet; thence North East, feet; thence South East, 4.50 feet; thence North East, 4.08 feet; thence South East, 0.80 feet; thence North East, 8.46 feet; thence South East, feet; thence leaving said exterior line South West, feet; thence South East, feet to the Point of Beginning. Containing 3,126 Sq. Ft. more or less. The basis for elevation of the above-described areas is the City of Santa Rosa Benchmark system holding the published elevation of Benchmark D-114 as Elevation feet above mean sea level (NGVD-29). APN (portion) CONFERENCE CENTER PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: Commencing at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly right of way of line of Railroad Street as said southeast corner and Railroad Street are shown on that Record Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Commencement North East feet to THE TRUE POINT OF BEGINNING; said point being called Point A ; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet to a point from which Point B bears South West feet and Point B bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North East feet; thence North West \

38 13.77 feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.50 feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A the Point of Beginning. EXCEPTING THEREFROM all that portion of the following described area lying at and above elevation : Beginning at the previously described Point C ; thence along the exterior line of the Conference Center the following courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, 2.00 feet; thence South West, feet, thence North West, 8.90 feet; thence South West, 3.06 feet; thence North West, feet; thence North East, feet; thence South East, 4.50 feet; thence North East, 4.08 feet; thence South East, 0.80 feet; thence North East, 8.46 feet; thence South East, feet; thence leaving said Conference Center boundary line South West, feet; thence South East, feet to the Point of Beginning. ALSO EXCEPTING THEREFROM all that portion of the following described area lying at or above elevation : Commencing at the previously described Point B ; thence along the exterior line of said Conference Center South West, 9.12 feet, to the True Point of Beginning; thence continuing along said exterior line the following courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, feet; thence North East, feet; thence South East, 2.00 feet; thence North East, feet; thence leaving said Conference Center boundary, South East, feet; thence North East feet; thence South East, feet; thence South West, 8.65 feet; thence South East, 7.25 feet to the True Point of Beginning. The basis for elevation of the above-described areas is the City of Santa Rosa Benchmark system holding the published elevation of Benchmark D-114 as Elevation feet above mean sea level (NGVD-29). Containing 0.63 acres (27,440 square feet) more or less. APN (portion) \

39 PARKING PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: Beginning at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly line of Railroad Street as said southeast corner and Railroad Street are shown on that Record of Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Beginning and along the southerly line of said lands South East feet; thence leaving said south line North West 9.67 feet; thence North West 3.68 feet; thence North West 7.06 feet; thence South West 7.78 feet; thence on a non tangent curve to the right from a tangent which bears North West, with a radius of feet, through a central angle of , for a length of feet; thence North East feet; thence on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the right with a radius of feet through a central angle of , for a length of feet; thence on a curve to the right tangent to the last curve with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence North East feet; thence North West feet; thence North East feet; thence South East feet; thence on a non tangent curve to the right from a tangent which bears South West with a radius of feet, through a central angle of for a length of feet; thence South West feet; thence South East feet; thence North East 8.00 feet; thence South East feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence on a curve to the right with a radius of 9.50 feet, through a central angle of , for a length of 7.70 feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the left with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of 2.50 feet, through a central angle of , for a length of 1.96 feet; thence North East 7.45 feet; thence North West feet; thence North East feet; thence North West feet; thence North East 0.39 feet to the northeasterly line of said lands of the Redevelopment Agency; thence along said northeasterly line North West feet; thence South West feet; thence North West feet; thence North West feet to the northerly line of said lands of the Redevelopment Agency, said line also being the proposed southerly right of way line of Third Street as shown on the aforesaid Record of Survey (559 Maps, Page 35); thence along said northerly line, South West feet; thence leaving said northerly line, South East feet; thence South West, feet; thence North West, feet to said northerly line of said lands; thence along said northerly line, South West, 0.44 feet; thence South West, feet to the aforesaid easterly line \

40 of Railroad Street; thence along said easterly line, on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of , for a length of feet; thence on a tangent curve to the left with a radius of feet, through a central angle of , for a length of feet; thence South East feet; thence South East feet to the southwest corner of said lands and The Point of Beginning. Containing 2.95 acres more or less. APN (portion) \

41 Attachment 3 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Rosa Attn: David Gouin 90 Santa Rosa Ave. Santa Rosa, CA Space above line for Recorder s use only Exempt from Recording Fees pursuant to Govt. Code RELEASE OF HOTEL GROUND LEASE; CONFERENCE CENTER LEASE AND PARKING LEASE (Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California) THIS RELEASE OF HOTEL GROUND LEASE; CONFERENCE CENTER LEASE AND PARKING LEASE (this Release ) is dated as of June 30, 2015 (the Effective Date ), and is made by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA, as successor-in-interest to the Redevelopment Agency of the City of Santa Rosa (the Landlord ), and THI VI SONOMA LLC, a Delaware limited liability company (the Tenant ), with reference to the following recited facts (each, a Recital ). RECITALS A. The Landlord is the fee owner of that certain land with a street address of 170 Railroad Street, Santa Rosa, State of California, which property is more particularly described on Exhibit A attached hereto and made a part hereof by this reference (the Property ). B. The Redevelopment Agency of the City of Santa Rosa ( Original Landlord ), as Landlord, and Vineyard Creek, LLC, a California limited liability company ( Original Tenant ), as predecessor-in-interest to Assignor, as Tenant, entered into that certain Hotel Ground Lease dated February 21, 2001, as referenced in the document entitled Memorandum of Hotel Ground Lease, recorded on February 28, 2001 as Instrument No in the Official Records of Sonoma County (the Hotel Ground Lease ), pursuant to which Original Tenant developed and was the owner, subject to the terms of the Hotel Ground Lease, of a hotel and related facilities (the Hotel ) on the Hotel Ground Leased Property. C. Original Landlord, as Landlord, and Original Tenant, as Tenant, also entered into that certain Conference Center Lease, dated February 21, 2001, as referenced in the document entitled Memorandum of Conference Center Lease, recorded on February 28, 2001 as Instrument No in the Official Records of Sonoma County (the Conference Center Lease ) for the lease and operation of the Conference Center Leased Property and Improvements thereon in conjunction with the operation of the Hotel, and that certain Parking \

42 Attachment 3 Lease dated February 21, 2001, as referenced in the document entitled Memorandum of Parking Lease, recorded on February 28, 2001 as Instrument No in the Official Records of Sonoma County (the Parking Lease ) for the lease of the Parking Leased Property and Improvements thereon in conjunction with the operation of the Hotel. D. The Hotel Ground Lease, Conference Center Lease and Parking Lease are referred to herein as the Project Leases. E. Pursuant to (i) that certain Assignment and Assumption Agreement and Consent for the Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California, dated as of March 7, 2007, by and among Original Tenant and NOBLE-AEW VINEYARD CREEK, LLC, a Delaware limited liability company ( Noble ), with Original Landlord consenting thereto, recorded on March 9, 2007 as Instrument No in the Official Records of Sonoma County (the Initial Assignment ), and (ii) that certain Memorandum of Assignment of Project Leases and Options to Purchase, dated as of March 7, 2007, by and between Original Landlord and Original Tenant in favor of Noble, recorded on March 9, 2007 as Instrument No in the Official Records of Sonoma County, Original Tenant assigned to Noble all of its rights, title and interests in and to the Hotel and the Project Leases. F. Pursuant to that certain Assignment and Assumption Agreement and Consent for the Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California, dated as of March 4, 2015, by and among Noble and Tenant, with Landlord consenting thereto, recorded on March 6, 2015 as Instrument No in the Original Records of Sonoma County (the Second Assignment ), and (ii) that certain Memorandum of Assignment of Project Leases and Options to Purchase, dates as of March 4, 2015, by and between Landlord and Noble in favor of Tenant, recorded on March 6, 2015 as Instrument No in the Official Records of Sonoma County, Noble assigned to Tenant all of its rights, title and interests in and to the Hotel and the Project Leases. G. The Project Leases grant to Tenant a Site Option and Public Improvements Option as more specifically set forth and defined in the Project Leases to acquire Landlord s fee interest in the Property, and Tenant has exercised such option and acquired the fee interest in the Property for consideration in accordance with the terms of the Site Option and Public Improvements Option. H. The Landlord is granting to Tenant its fee interest in the Property in accordance with the terms and conditions of the Site Option and Public Improvement Option in accordance with the terms and conditions of the Project Leases, and the Project Leases shall be of no further force and effect. NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Landlord and the Tenant hereby agree as follows: Section 1. Release of Property from Project Leases. The Landlord and the Tenant affirm that Project Leases are terminated and shall have no further force or effect with respect to the Property and shall cease to be an encumbrance on the Property \

43 Attachment 3 Section 2. Recordation of Release. The parties hereto represent, warrant and covenant to cause this Release to be recorded in the real property records of the County of Sonoma, California. Section 3. Effective Date. This Agreement shall be effective as of the date hereof. Section 4. Multiple Counterparts. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. Section 5. Governing Law. This Agreement shall be governed by the laws of the State of California. [Signatures on Following Pages] \

44 Attachment 3 SIGNATURE PAGE TO RELEASE OF HOTEL GROUND LEASE; CONFERENCE CENTER LEASE AND PARKING LEASE (Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California) IN WITNESS WHEREOF, the Landlord and the Tenant have caused this Release to be signed, acknowledged and attested on their behalf by their duly authorized representatives, as set forth below: LANDLORD: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA, as successor-in-interest to the Redevelopment Agency of the City of Santa Rosa, a public body, corporate and politic By: Name: John Sawyer Title: Chair APPROVED AS TO FORM: Special Counsel [SIGNATURES CONTINUE ON FOLLOWING PAGE] \

45 Attachment 3 SIGNATURE PAGE TO RELEASE OF HOTEL GROUND LEASE; CONFERENCE CENTER GROUND LEASE AND PARKING GROUND LEASE (Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California) TENANT: THI VI SONOMA LLC, a Delaware limited liability company By: Name: Title: Signature Pages to Consent, Estoppel Certificate and Agreement Hyatt Vineyard Creek \

46 ACKNOWLEDGMENT 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 ) ) ss. COUNTY OF ) On before me,, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 (Seal) \

47 ACKNOWLEDGMENT [NOTE: UPDATE WITH NON-CALIFORNIA NOTARY FOR TENANT] 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 ) ) ss. COUNTY OF ) On before me,, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 (Seal) \

48 EXHIBIT A TO RELEASE OF HOTEL GROUND LEASE; CONFERENCE CENTER GROUND LEASE AND PARKING GROUND LEASE (Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California) LEGAL DESCRIPTION OF PROPERTY HOTEL PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: PARCEL A Commencing at the southwest corner of said lands of The Redevelopment Agency, said corner lying on the easterly right of way line of Railroad Street as said southwest corner and Railroad Street are shown on that Record of Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the point of commencement and along the southerly line of said lands South East feet to the TRUE POINT OF BEGINNING; thence from said point leaving said southerly line North West 9.67 feet; thence North West 3.68 feet; thence North West 7.06 feet; thence South West 7.78 feet; thence on a non tangent curve to the right from a tangent which bears North West, with a radius of feet through a central angle of , for a length of feet; thence North East feet; thence on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of feet through a central angle of , for a length of feet; thence on a curve to the right tangent to the last curve with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence North East feet; thence North West feet; thence North East feet; thence South East feet; thence on a non tangent curve to the right from a tangent which bears South West, with a radius of feet, through a central angle of for a length of feet; thence South West feet; thence South East feet; thence South East 4.53 feet to Point A which bears North East feet from the southwest corner of said lands of Redevelopment Agency; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet; thence South West feet to Point B ; said Point B \

49 bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North East feet; thence North West feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, said Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.50 feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A, above described, thence North West, 4.53 feet; thence North East 8.00 feet; thence South East feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence on a curve to the right with a radius of 9.50 feet, through a central angle of , for a length 7.70 feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the left with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of 2.50 feet, through a central angle of , for a length of 1.96 feet; thence North East 7.45 feet; thence North West feet; thence North East feet; thence North West feet; thence North East 0.39 feet to the northeasterly boundary of said lands of The Redevelopment Agency; thence along said boundary line South East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence South East 7.82 feet to the common line between said lands of The Redevelopment Agency and the lands of Sonoma County Water Agency as described in that deed recorded on October 18, 1968 in Book 2357 of Official Records at Page 593, and on February 7, 1969 in Book 2376 of Official Records at Page 751, Sonoma county Records; thence along said common line South West feet; thence on a non tangent curve to the left from a tangent which bears South West, with a radius of feet, through a central angle of , for a length of feet; thence South West feet; thence South West feet; thence on a non tangent curve to the left from a tangent which bears South West, with a radius of feet, through a central angle of , for a length of feet; thence North West feet to the POINT OF BEGINNING. EXCEPTING THEREFROM the Conference Center Area described as follows: All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa \

50 Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: Commencing at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly right of way of line of Railroad Street as said southeast corner and Railroad Street are shown on that Record Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Commencement North East feet to THE TRUE POINT OF BEGINNING; said point being called Point A ; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet to a point from which Point B bears South West feet and Point B bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North East feet; thence North West feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.5Q feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A the Point of Beginning. Containing 4.23 acres more or less. TOGETHER WITH: PARCEL B All that portion of the following described area lying at or above elevation : Commencing at the previously described Point B ; thence along the exterior line of said Conference Center South West, 9.12 feet, to the Point of Beginning; thence continuing along said exterior line the following 7 courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, feet; thence North East, feet; thence South East, 2.00 feet; thence North East, feet; thence leaving said exterior line, South East, feet; thence North East feet; thence South \

51 East, feet; thence South West, 8.65 feet; thence South East, 7.25 feet to the Point of Beginning. Containing 4,342 Sq. Ft. more or less. TOGETHER WITH: PARCEL C All that portion of the following described area lying at or above elevation : Beginning at the previously described Point C; thence along the exterior line of the Conference Center the following 14 courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, 2.00 feet; thence South West, feet, thence North West, 8.90 feet; thence South West, 3.06 feet; thence North West, feet; thence North East, feet; thence South East, 4.50 feet; thence North East, 4.08 feet; thence South East, 0.80 feet; thence North East, 8.46 feet; thence South East, feet; thence leaving said exterior line South West, feet; thence South East, feet to the Point of Beginning. Containing 3,126 Sq. Ft. more or less. The basis for elevation of the above-described areas is the City of Santa Rosa Benchmark system holding the published elevation of Benchmark D-114 as Elevation feet above mean sea level (NGVD-29). APN (portion) CONFERENCE CENTER PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: Commencing at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly right of way of line of Railroad Street as said southeast corner and Railroad Street are shown on that Record Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Commencement North East feet to THE TRUE POINT OF BEGINNING; said point being called Point A ; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet to a point from which Point B bears South \

52 West feet and Point B bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North East feet; thence North West feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.50 feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A the Point of Beginning. EXCEPTING THEREFROM all that portion of the following described area lying at and above elevation : Beginning at the previously described Point C ; thence along the exterior line of the Conference Center the following courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, 2.00 feet; thence South West, feet, thence North West, 8.90 feet; thence South West, 3.06 feet; thence North West, feet; thence North East, feet; thence South East, 4.50 feet; thence North East, 4.08 feet; thence South East, 0.80 feet; thence North East, 8.46 feet; thence South East, feet; thence leaving said Conference Center boundary line South West, feet; thence South East, feet to the Point of Beginning. ALSO EXCEPTING THEREFROM all that portion of the following described area lying at or above elevation : Commencing at the previously described Point B ; thence along the exterior line of said Conference Center South West, 9.12 feet, to the True Point of Beginning; thence continuing along said exterior line the following courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, feet; thence North East, feet; thence South East, 2.00 feet; thence North East, feet; thence leaving said Conference Center boundary, South East, feet; thence North East feet; thence South East, feet; thence South West, 8.65 feet; thence South East, 7.25 feet to the True Point of Beginning \

53 The basis for elevation of the above-described areas is the City of Santa Rosa Benchmark system holding the published elevation of Benchmark D-114 as Elevation feet above mean sea level (NGVD-29). Containing 0.63 acres (27,440 square feet) more or less. APN (portion) PARKING PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: Beginning at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly line of Railroad Street as said southeast corner and Railroad Street are shown on that Record of Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Beginning and along the southerly line of said lands South East feet; thence leaving said south line North West 9.67 feet; thence North West 3.68 feet; thence North West 7.06 feet; thence South West 7.78 feet; thence on a non tangent curve to the right from a tangent which bears North West, with a radius of feet, through a central angle of , for a length of feet; thence North East feet; thence on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the right with a radius of feet through a central angle of , for a length of feet; thence on a curve to the right tangent to the last curve with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence North East feet; thence North West feet; thence North East feet; thence South East feet; thence on a non tangent curve to the right from a tangent which bears South West with a radius of feet, through a central angle of for a length of feet; thence South West feet; thence South East feet; thence North East 8.00 feet; thence South East feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence on a curve to the right with a radius of 9.50 feet, through a central angle of , for a length of 7.70 feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the left with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of 2.50 feet, through a central angle of , for a length of 1.96 feet; thence North East 7.45 feet; thence North West feet; thence North East feet; thence North West feet; thence North East 0.39 feet to the northeasterly line of said lands of the Redevelopment Agency; thence along said northeasterly line North West feet; thence South West feet; thence North West feet; thence North West feet to the northerly line of said \

54 lands of the Redevelopment Agency, said line also being the proposed southerly right of way line of Third Street as shown on the aforesaid Record of Survey (559 Maps, Page 35); thence along said northerly line, South West feet; thence leaving said northerly line, South East feet; thence South West, feet; thence North West, feet to said northerly line of said lands; thence along said northerly line, South West, 0.44 feet; thence South West, feet to the aforesaid easterly line of Railroad Street; thence along said easterly line, on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of , for a length of feet; thence on a tangent curve to the left with a radius of feet, through a central angle of , for a length of feet; thence South East feet; thence South East feet to the southwest corner of said lands and The Point of Beginning. Containing 2.95 acres more or less. APN (portion) \

55 RESOLUTION NO. SA- RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA AUTHORIZING THE CHAIR TO EXECUTE A GRANT DEED AND RELEASE OF PROJECT LEASES FOR THE SALE OF THE HYATT VINEYARD CREEK 170 RAILROAD STREET WHEREAS, the Redevelopment Agency of the City of Santa Rosa (the RDA ) was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State; and WHEREAS, AB 1X 26, effective June 29, 2011, together with AB 1484, effective June 27, 2012, codified Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) of Division 24 of the California Health and Safety Code (as amended from time to time) dissolved redevelopment agencies in California (the Dissolution Act ); and WHEREAS, on January 10, 2012, by Resolution No , the Council of the City of Santa Rosa ( Council ) elected the City of Santa Rosa ( City ) to become the Successor Agency to the former Redevelopment Agency (the Successor Agency ) pursuant to Health and Safety Code 34173(d); and WHEREAS, prior to its dissolution, the RDA had assisted with the redevelopment of property located at 170 Railroad Street (the Property ), from an abandoned former brewery into a first class hotel and conference center; and WHEREAS, the Successor Agency is the fee title owner of land, parking improvements and the Kenneth R. Blackman Conference Center (together, the Public Improvements ) at the Property. The conference center is a portion of the Hyatt Vineyard Creek hotel and conference center structure; and WHEREAS, THI VI Sonoma LLC, a Delaware limited liability company ( Tenant ) is fee title owner of the hotel, restaurant, spa and related facilities ( Hotel ) at the Property and is successor in interest of three leases with the Successor Agency: a Hotel Ground Lease, a Conference Center Lease, and a Parking Lease, each dated February 21, 2001 (together, Project Leases ) 1 ; and 1 Hotel Ground Lease, as referenced in the document entitled Memorandum of Hotel Ground Lease, recorded on February 28, 2001, as Instrument No in the Official Records of Sonoma County (the Hotel Ground Lease ), pursuant to which the Tenant operates the Hotel on the Hotel Ground Leased Property. Conference Center Lease, as referenced in the document entitled Memorandum of Conference Center Lease, recorded on February 28, 2001, as Instrument No in the Official Records of Sonoma County (the Conference Center Lease ) for the lease and operation of the Conference Center Leased Property and Improvements thereon in conjunction with the operation of the Hotel. Parking Lease, as referenced in the document entitled Memorandum of Parking Lease, recorded on February 28, 2001, as Instrument No in the Official Records of Sonoma County (the Parking Lease ) for the lease of the Parking Leased Property and Improvements thereon in conjunction with the operation of the Hotel. Reso. No. Page 1 of 3

56 WHEREAS, the Project Leases grant to Tenant a Site Option and a Public Improvements Option (together, the Options ) to acquire the Successor Agency s fee title interests in the Property; and the provisions controlling the exercise of the Options are set forth in the Hotel Ground Lease Article 16; and WHEREAS, the sale of the Successor Agency s fee title interest in the Property upon Tenant s exercise of the Option is not discretionary; and Tenant has complied with the applicable conditions precedent to exercise the Options in accordance with Article 16; and WHEREAS, the sale proceeds, approximately $11 million, will be held by the Successor Agency pending the California Department of Finance s determination for use of the sale proceeds; and funds not used for the repayment of the City loans will be disbursed to the County Auditor Controller for distribution to the taxing entities in accordance with Redevelopment dissolution law; and WHEREAS, the Hotel Ground Lease explicitly states that the Project Leases are terminated by exercise of the option, and a Release of Project Leases is simply a vehicle to acknowledge that fact and remove the leases from title. NOW, THEREFORE, BE IT RESOLVED that the Successor Agency to the Former Redevelopment Agency of the City of Santa Rosa, hereby finds and determines: Section 1. Recitals. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference. Section 2. CEQA Compliance. The execution of a grant deed and release of Project Leases does not commit the Successor Agency to any action that may have a significant effect on the environment. As a result, it does not constitute a project subject to the requirements of the California Environmental Quality Act ( CEQA ) in that pursuant to CEQA Guidelines Section 15061(b)(3), it is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment; and where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. [The remainder of this page intentionally blank] Reso. No. Page 2 of 3

57 BE IT FURTHER RESOLVED by the Successor Agency that the Chair or his designee, on behalf of the Successor Agency, is hereby authorized and directed to carry out the purposes of this Resolution including, without limitation, (1) execution of a Grant Deed and execution of a Release of Hotel Ground Lease, Conference Center Lease and Parking Lease, each document in substantially the same form as attached to this Resolution as Exhibits A and B, respectively, subject to any minor conforming, technical or clarifying changes approved by the General Counsel, (2) the execution of any other related documents; (3) signing escrow instructions; and (4) taking any actions connected with sale of the Successor Agency s fee title interest in the Property. AYES: NOES: ABSENT: ABSTAIN: IN SUCCESSOR AGENCY DULY PASSED this day of, ATTEST: Secretary APPROVED: Chair APPROVED AS TO FORM: General Counsel Exhibits: A. Grant Deed B. Release of Hotel Ground Lease, Conference Center Lease and Parking Lease Reso. No. Page 3 of 3

58 RECORDING REQUESTED BY AND EXHIBIT A WHEN RECORDED MAIL TO: Thayer Lodging Group LLC, a Brookfield company 1997 Annapolis Exchange Parkway Suite 550 Annapolis, Maryland Attention: George D. Dabney Exempt from Recording Fees per Govt. Code GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA, as successor-in-interest to the Redevelopment Agency of the City of Santa Rosa, a public body, corporate and politic ( Grantor ) hereby GRANTS to THI VI SONOMA LLC, a Delaware limited liability company ( Grantee ), all that certain real property situated in the City of Santa Rosa, County of Sonoma, State of California, described and depicted in EXHIBIT A attached hereto and incorporated herein by reference, together with all buildings, improvements and fixtures located thereon and owned by Grantor as of the date hereof and all right, title and interest, if any, that Grantor may have in and to all rights, privileges and appurtenances pertaining thereto including all of Grantor s right, title and interest, if any, in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto (collectively, the Property ). Grantee hereby covenants and agrees, for itself, its successors, its assigns and every successor in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, age, handicap, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. All deeds, leases or contracts made relative to the Property, the improvements thereon or any part thereof, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) In deeds: " The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, age, handicap, marital status, national origin or \

59 EXHIBIT A ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the grantee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased, nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." The covenants contained herein shall run with the land and shall inure to the benefit of and be binding upon the Grantor and Grantee and their respective assigns, heirs and voluntary and involuntary successors in interest. Dated:, 2015 GRANTOR: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA, as successor-ininterest to the Redevelopment Agency of the City of Santa Rosa, a public body, corporate and politic APPROVED AS TO FORM: Special Counsel By: Name: John Sawyer Its: Chair \

60 ACKNOWLEDGMENT EXHIBIT A 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 ) On before me, (here insert name and title of the officer), personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) 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 (Seal) \

61 EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION OF PROPERTY HOTEL PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: PARCEL A Commencing at the southwest corner of said lands of The Redevelopment Agency, said corner lying on the easterly right of way line of Railroad Street as said southwest corner and Railroad Street are shown on that Record of Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the point of commencement and along the southerly line of said lands South East feet to the TRUE POINT OF BEGINNING; thence from said point leaving said southerly line North West 9.67 feet; thence North West 3.68 feet; thence North West 7.06 feet; thence South West 7.78 feet; thence on a non tangent curve to the right from a tangent which bears North West, with a radius of feet through a central angle of , for a length of feet; thence North East feet; thence on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of feet through a central angle of , for a length of feet; thence on a curve to the right tangent to the last curve with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence North East feet; thence North West feet; thence North East feet; thence South East feet; thence on a non tangent curve to the right from a tangent which bears South West, with a radius of feet, through a central angle of for a length of feet; thence South West feet; thence South East feet; thence South East 4.53 feet to Point A which bears North East feet from the southwest corner of said lands of Redevelopment Agency; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet; thence South West feet to Point B ; said Point B bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North \

62 East feet; thence North West feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, said Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.50 feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A, above described, thence North West, 4.53 feet; thence North East 8.00 feet; thence South East feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence on a curve to the right with a radius of 9.50 feet, through a central angle of , for a length 7.70 feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the left with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of 2.50 feet, through a central angle of , for a length of 1.96 feet; thence North East 7.45 feet; thence North West feet; thence North East feet; thence North West feet; thence North East 0.39 feet to the northeasterly boundary of said lands of The Redevelopment Agency; thence along said boundary line South East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence South East 7.82 feet to the common line between said lands of The Redevelopment Agency and the lands of Sonoma County Water Agency as described in that deed recorded on October 18, 1968 in Book 2357 of Official Records at Page 593, and on February 7, 1969 in Book 2376 of Official Records at Page 751, Sonoma county Records; thence along said common line South West feet; thence on a non tangent curve to the left from a tangent which bears South West, with a radius of feet, through a central angle of , for a length of feet; thence South West feet; thence South West feet; thence on a non tangent curve to the left from a tangent which bears South West, with a radius of feet, through a central angle of , for a length of feet; thence North West feet to the POINT OF BEGINNING. EXCEPTING THEREFROM the Conference Center Area described as follows: All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: \

63 Commencing at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly right of way of line of Railroad Street as said southeast corner and Railroad Street are shown on that Record Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Commencement North East feet to THE TRUE POINT OF BEGINNING; said point being called Point A ; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet to a point from which Point B bears South West feet and Point B bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North East feet; thence North West feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.5Q feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A the Point of Beginning. Containing 4.23 acres more or less. TOGETHER WITH: PARCEL B All that portion of the following described area lying at or above elevation : Commencing at the previously described Point B ; thence along the exterior line of said Conference Center South West, 9.12 feet, to the Point of Beginning; thence continuing along said exterior line the following 7 courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, feet; thence North East, feet; thence South East, 2.00 feet; thence North East, feet; thence leaving said exterior line, South East, feet; thence North East feet; thence South East, feet; thence South West, 8.65 feet; thence South East, 7.25 feet to the Point of Beginning. Containing 4,342 Sq. Ft. more or less \

64 TOGETHER WITH: PARCEL C All that portion of the following described area lying at or above elevation : Beginning at the previously described Point C; thence along the exterior line of the Conference Center the following 14 courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, 2.00 feet; thence South West, feet, thence North West, 8.90 feet; thence South West, 3.06 feet; thence North West, feet; thence North East, feet; thence South East, 4.50 feet; thence North East, 4.08 feet; thence South East, 0.80 feet; thence North East, 8.46 feet; thence South East, feet; thence leaving said exterior line South West, feet; thence South East, feet to the Point of Beginning. Containing 3,126 Sq. Ft. more or less. The basis for elevation of the above-described areas is the City of Santa Rosa Benchmark system holding the published elevation of Benchmark D-114 as Elevation feet above mean sea level (NGVD-29). APN (portion) CONFERENCE CENTER PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: Commencing at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly right of way of line of Railroad Street as said southeast corner and Railroad Street are shown on that Record Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Commencement North East feet to THE TRUE POINT OF BEGINNING; said point being called Point A ; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet to a point from which Point B bears South West feet and Point B bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North East feet; thence North West \

65 13.77 feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.50 feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A the Point of Beginning. EXCEPTING THEREFROM all that portion of the following described area lying at and above elevation : Beginning at the previously described Point C ; thence along the exterior line of the Conference Center the following courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, 2.00 feet; thence South West, feet, thence North West, 8.90 feet; thence South West, 3.06 feet; thence North West, feet; thence North East, feet; thence South East, 4.50 feet; thence North East, 4.08 feet; thence South East, 0.80 feet; thence North East, 8.46 feet; thence South East, feet; thence leaving said Conference Center boundary line South West, feet; thence South East, feet to the Point of Beginning. ALSO EXCEPTING THEREFROM all that portion of the following described area lying at or above elevation : Commencing at the previously described Point B ; thence along the exterior line of said Conference Center South West, 9.12 feet, to the True Point of Beginning; thence continuing along said exterior line the following courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, feet; thence North East, feet; thence South East, 2.00 feet; thence North East, feet; thence leaving said Conference Center boundary, South East, feet; thence North East feet; thence South East, feet; thence South West, 8.65 feet; thence South East, 7.25 feet to the True Point of Beginning. The basis for elevation of the above-described areas is the City of Santa Rosa Benchmark system holding the published elevation of Benchmark D-114 as Elevation feet above mean sea level (NGVD-29). Containing 0.63 acres (27,440 square feet) more or less. APN (portion) \

66 PARKING PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: Beginning at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly line of Railroad Street as said southeast corner and Railroad Street are shown on that Record of Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Beginning and along the southerly line of said lands South East feet; thence leaving said south line North West 9.67 feet; thence North West 3.68 feet; thence North West 7.06 feet; thence South West 7.78 feet; thence on a non tangent curve to the right from a tangent which bears North West, with a radius of feet, through a central angle of , for a length of feet; thence North East feet; thence on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the right with a radius of feet through a central angle of , for a length of feet; thence on a curve to the right tangent to the last curve with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence North East feet; thence North West feet; thence North East feet; thence South East feet; thence on a non tangent curve to the right from a tangent which bears South West with a radius of feet, through a central angle of for a length of feet; thence South West feet; thence South East feet; thence North East 8.00 feet; thence South East feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence on a curve to the right with a radius of 9.50 feet, through a central angle of , for a length of 7.70 feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the left with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of 2.50 feet, through a central angle of , for a length of 1.96 feet; thence North East 7.45 feet; thence North West feet; thence North East feet; thence North West feet; thence North East 0.39 feet to the northeasterly line of said lands of the Redevelopment Agency; thence along said northeasterly line North West feet; thence South West feet; thence North West feet; thence North West feet to the northerly line of said lands of the Redevelopment Agency, said line also being the proposed southerly right of way line of Third Street as shown on the aforesaid Record of Survey (559 Maps, Page 35); thence along said northerly line, South West feet; thence leaving said northerly line, South East feet; thence South West, feet; thence North West, feet to said northerly line of said lands; thence along said northerly line, South West, 0.44 feet; thence South West, feet to the aforesaid easterly line \

67 of Railroad Street; thence along said easterly line, on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of , for a length of feet; thence on a tangent curve to the left with a radius of feet, through a central angle of , for a length of feet; thence South East feet; thence South East feet to the southwest corner of said lands and The Point of Beginning. Containing 2.95 acres more or less. APN (portion) \

68 EXHIBIT B RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Rosa Attn: David Gouin 90 Santa Rosa Ave. Santa Rosa, CA Space above line for Recorder s use only Exempt from Recording Fees pursuant to Govt. Code RELEASE OF HOTEL GROUND LEASE; CONFERENCE CENTER LEASE AND PARKING LEASE (Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California) THIS RELEASE OF HOTEL GROUND LEASE; CONFERENCE CENTER LEASE AND PARKING LEASE (this Release ) is dated as of June 30, 2015 (the Effective Date ), and is made by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA, as successor-in-interest to the Redevelopment Agency of the City of Santa Rosa (the Landlord ), and THI VI SONOMA LLC, a Delaware limited liability company (the Tenant ), with reference to the following recited facts (each, a Recital ). RECITALS A. The Landlord is the fee owner of that certain land with a street address of 170 Railroad Street, Santa Rosa, State of California, which property is more particularly described on Exhibit A attached hereto and made a part hereof by this reference (the Property ). B. The Redevelopment Agency of the City of Santa Rosa ( Original Landlord ), as Landlord, and Vineyard Creek, LLC, a California limited liability company ( Original Tenant ), as predecessor-in-interest to Assignor, as Tenant, entered into that certain Hotel Ground Lease dated February 21, 2001, as referenced in the document entitled Memorandum of Hotel Ground Lease, recorded on February 28, 2001 as Instrument No in the Official Records of Sonoma County (the Hotel Ground Lease ), pursuant to which Original Tenant developed and was the owner, subject to the terms of the Hotel Ground Lease, of a hotel and related facilities (the Hotel ) on the Hotel Ground Leased Property. C. Original Landlord, as Landlord, and Original Tenant, as Tenant, also entered into that certain Conference Center Lease, dated February 21, 2001, as referenced in the document entitled Memorandum of Conference Center Lease, recorded on February 28, 2001 as Instrument No in the Official Records of Sonoma County (the Conference Center Lease ) for the lease and operation of the Conference Center Leased Property and Improvements thereon in conjunction with the operation of the Hotel, and that certain Parking \

69 EXHIBIT B Lease dated February 21, 2001, as referenced in the document entitled Memorandum of Parking Lease, recorded on February 28, 2001 as Instrument No in the Official Records of Sonoma County (the Parking Lease ) for the lease of the Parking Leased Property and Improvements thereon in conjunction with the operation of the Hotel. D. The Hotel Ground Lease, Conference Center Lease and Parking Lease are referred to herein as the Project Leases. E. Pursuant to (i) that certain Assignment and Assumption Agreement and Consent for the Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California, dated as of March 7, 2007, by and among Original Tenant and NOBLE-AEW VINEYARD CREEK, LLC, a Delaware limited liability company ( Noble ), with Original Landlord consenting thereto, recorded on March 9, 2007 as Instrument No in the Official Records of Sonoma County (the Initial Assignment ), and (ii) that certain Memorandum of Assignment of Project Leases and Options to Purchase, dated as of March 7, 2007, by and between Original Landlord and Original Tenant in favor of Noble, recorded on March 9, 2007 as Instrument No in the Official Records of Sonoma County, Original Tenant assigned to Noble all of its rights, title and interests in and to the Hotel and the Project Leases. F. Pursuant to that certain Assignment and Assumption Agreement and Consent for the Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California, dated as of March 4, 2015, by and among Noble and Tenant, with Landlord consenting thereto, recorded on March 6, 2015 as Instrument No in the Original Records of Sonoma County (the Second Assignment ), and (ii) that certain Memorandum of Assignment of Project Leases and Options to Purchase, dates as of March 4, 2015, by and between Landlord and Noble in favor of Tenant, recorded on March 6, 2015 as Instrument No in the Official Records of Sonoma County, Noble assigned to Tenant all of its rights, title and interests in and to the Hotel and the Project Leases. G. The Project Leases grant to Tenant a Site Option and Public Improvements Option as more specifically set forth and defined in the Project Leases to acquire Landlord s fee interest in the Property, and Tenant has exercised such option and acquired the fee interest in the Property for consideration in accordance with the terms of the Site Option and Public Improvements Option. H. The Landlord is granting to Tenant its fee interest in the Property in accordance with the terms and conditions of the Site Option and Public Improvement Option in accordance with the terms and conditions of the Project Leases, and the Project Leases shall be of no further force and effect. NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Landlord and the Tenant hereby agree as follows: Section 1. Release of Property from Project Leases. The Landlord and the Tenant affirm that Project Leases are terminated and shall have no further force or effect with respect to the Property and shall cease to be an encumbrance on the Property \

70 EXHIBIT B Section 2. Recordation of Release. The parties hereto represent, warrant and covenant to cause this Release to be recorded in the real property records of the County of Sonoma, California. Section 3. Effective Date. This Agreement shall be effective as of the date hereof. Section 4. Multiple Counterparts. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. Section 5. Governing Law. This Agreement shall be governed by the laws of the State of California. [Signatures on Following Pages] \

71 EXHIBIT B SIGNATURE PAGE TO RELEASE OF HOTEL GROUND LEASE; CONFERENCE CENTER LEASE AND PARKING LEASE (Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California) IN WITNESS WHEREOF, the Landlord and the Tenant have caused this Release to be signed, acknowledged and attested on their behalf by their duly authorized representatives, as set forth below: LANDLORD: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA ROSA, as successor-in-interest to the Redevelopment Agency of the City of Santa Rosa, a public body, corporate and politic By: Name: John Sawyer Title: Chair APPROVED AS TO FORM: Special Counsel [SIGNATURES CONTINUE ON FOLLOWING PAGE] \

72 EXHIBIT B SIGNATURE PAGE TO RELEASE OF HOTEL GROUND LEASE; CONFERENCE CENTER GROUND LEASE AND PARKING GROUND LEASE (Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California) TENANT: THI VI SONOMA LLC, a Delaware limited liability company By: Name: Title: Signature Pages to Consent, Estoppel Certificate and Agreement Hyatt Vineyard Creek \

73 ACKNOWLEDGMENT 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 ) ) ss. COUNTY OF ) On before me,, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 (Seal) \

74 ACKNOWLEDGMENT [NOTE: UPDATE WITH NON-CALIFORNIA NOTARY FOR TENANT] 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 ) ) ss. COUNTY OF ) On before me,, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 (Seal) \

75 EXHIBIT A TO RELEASE OF HOTEL GROUND LEASE; CONFERENCE CENTER GROUND LEASE AND PARKING GROUND LEASE (Vineyard Creek Hotel and Conference Center Project, Santa Rosa, California) LEGAL DESCRIPTION OF PROPERTY HOTEL PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: PARCEL A Commencing at the southwest corner of said lands of The Redevelopment Agency, said corner lying on the easterly right of way line of Railroad Street as said southwest corner and Railroad Street are shown on that Record of Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the point of commencement and along the southerly line of said lands South East feet to the TRUE POINT OF BEGINNING; thence from said point leaving said southerly line North West 9.67 feet; thence North West 3.68 feet; thence North West 7.06 feet; thence South West 7.78 feet; thence on a non tangent curve to the right from a tangent which bears North West, with a radius of feet through a central angle of , for a length of feet; thence North East feet; thence on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of feet through a central angle of , for a length of feet; thence on a curve to the right tangent to the last curve with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence North East feet; thence North West feet; thence North East feet; thence South East feet; thence on a non tangent curve to the right from a tangent which bears South West, with a radius of feet, through a central angle of for a length of feet; thence South West feet; thence South East feet; thence South East 4.53 feet to Point A which bears North East feet from the southwest corner of said lands of Redevelopment Agency; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet; thence South West feet to Point B ; said Point B \

76 bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North East feet; thence North West feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, said Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.50 feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A, above described, thence North West, 4.53 feet; thence North East 8.00 feet; thence South East feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence on a curve to the right with a radius of 9.50 feet, through a central angle of , for a length 7.70 feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the left with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of 2.50 feet, through a central angle of , for a length of 1.96 feet; thence North East 7.45 feet; thence North West feet; thence North East feet; thence North West feet; thence North East 0.39 feet to the northeasterly boundary of said lands of The Redevelopment Agency; thence along said boundary line South East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence South East 7.82 feet to the common line between said lands of The Redevelopment Agency and the lands of Sonoma County Water Agency as described in that deed recorded on October 18, 1968 in Book 2357 of Official Records at Page 593, and on February 7, 1969 in Book 2376 of Official Records at Page 751, Sonoma county Records; thence along said common line South West feet; thence on a non tangent curve to the left from a tangent which bears South West, with a radius of feet, through a central angle of , for a length of feet; thence South West feet; thence South West feet; thence on a non tangent curve to the left from a tangent which bears South West, with a radius of feet, through a central angle of , for a length of feet; thence North West feet to the POINT OF BEGINNING. EXCEPTING THEREFROM the Conference Center Area described as follows: All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa \

77 Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: Commencing at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly right of way of line of Railroad Street as said southeast corner and Railroad Street are shown on that Record Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Commencement North East feet to THE TRUE POINT OF BEGINNING; said point being called Point A ; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet to a point from which Point B bears South West feet and Point B bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North East feet; thence North West feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.5Q feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A the Point of Beginning. Containing 4.23 acres more or less. TOGETHER WITH: PARCEL B All that portion of the following described area lying at or above elevation : Commencing at the previously described Point B ; thence along the exterior line of said Conference Center South West, 9.12 feet, to the Point of Beginning; thence continuing along said exterior line the following 7 courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, feet; thence North East, feet; thence South East, 2.00 feet; thence North East, feet; thence leaving said exterior line, South East, feet; thence North East feet; thence South \

78 East, feet; thence South West, 8.65 feet; thence South East, 7.25 feet to the Point of Beginning. Containing 4,342 Sq. Ft. more or less. TOGETHER WITH: PARCEL C All that portion of the following described area lying at or above elevation : Beginning at the previously described Point C; thence along the exterior line of the Conference Center the following 14 courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, 2.00 feet; thence South West, feet, thence North West, 8.90 feet; thence South West, 3.06 feet; thence North West, feet; thence North East, feet; thence South East, 4.50 feet; thence North East, 4.08 feet; thence South East, 0.80 feet; thence North East, 8.46 feet; thence South East, feet; thence leaving said exterior line South West, feet; thence South East, feet to the Point of Beginning. Containing 3,126 Sq. Ft. more or less. The basis for elevation of the above-described areas is the City of Santa Rosa Benchmark system holding the published elevation of Benchmark D-114 as Elevation feet above mean sea level (NGVD-29). APN (portion) CONFERENCE CENTER PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: Commencing at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly right of way of line of Railroad Street as said southeast corner and Railroad Street are shown on that Record Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Commencement North East feet to THE TRUE POINT OF BEGINNING; said point being called Point A ; thence from said point South East feet; thence North East 3.00 feet; thence South East feet; thence South West 3.00 feet; thence South East feet; thence South West feet: thence South East feet; thence North East feet; thence South East feet; thence South West feet; thence South East feet; thence South West feet; thence North West feet to a point from which Point B bears South \

79 West feet and Point B bears North East feet from the southwest corner of said lands of the Redevelopment Agency; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West feet; thence North East feet; thence South East 2.00 feet; thence North East feet; thence North West feet; thence South West 2.00 feet; thence North West feet; thence North East 2.00 feet; thence North West feet to a point called Point C, Point C bears North East feet from the southwest corner of said lands of the Redevelopment Agency ; thence South West feet; thence South East 2.00 feet; thence South West feet; thence North West 2.00 feet; thence South West feet; thence North West 8.90 feet; thence South West 3.06 feet; thence North West feet; thence North East feet; thence South East 4.50 feet; thence North East 4.08 feet; thence South East 0.80 feet; thence North East 8.46 feet; thence South East feet; thence North East 7.52 feet; thence South East 0.45 feet; thence North East feet; thence South East 3.17 feet; thence North East 7.00 feet; thence North West feet; thence North East feet to Point A the Point of Beginning. EXCEPTING THEREFROM all that portion of the following described area lying at and above elevation : Beginning at the previously described Point C ; thence along the exterior line of the Conference Center the following courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, 2.00 feet; thence South West, feet, thence North West, 8.90 feet; thence South West, 3.06 feet; thence North West, feet; thence North East, feet; thence South East, 4.50 feet; thence North East, 4.08 feet; thence South East, 0.80 feet; thence North East, 8.46 feet; thence South East, feet; thence leaving said Conference Center boundary line South West, feet; thence South East, feet to the Point of Beginning. ALSO EXCEPTING THEREFROM all that portion of the following described area lying at or above elevation : Commencing at the previously described Point B ; thence along the exterior line of said Conference Center South West, 9.12 feet, to the True Point of Beginning; thence continuing along said exterior line the following courses, South West, feet; thence South East, 2.00 feet; thence South West, feet; thence North West, feet; thence North East, feet; thence South East, 2.00 feet; thence North East, feet; thence leaving said Conference Center boundary, South East, feet; thence North East feet; thence South East, feet; thence South West, 8.65 feet; thence South East, 7.25 feet to the True Point of Beginning \

80 The basis for elevation of the above-described areas is the City of Santa Rosa Benchmark system holding the published elevation of Benchmark D-114 as Elevation feet above mean sea level (NGVD-29). Containing 0.63 acres (27,440 square feet) more or less. APN (portion) PARKING PROPERTY (LEGAL DESCRIPTION) All that certain real property situated within the City of Santa Rosa, County of Sonoma, State of California and being a portion of the lands of The Redevelopment Agency of the City of Santa Rosa recorded in the Office of the Sonoma County Recorder on July 14, 1998 under Document Number , Official Records of Sonoma County, said portion being described as follows: Beginning at the southwest corner of said lands of the Redevelopment Agency, said corner lying on the easterly line of Railroad Street as said southeast corner and Railroad Street are shown on that Record of Survey on file in Book 559 of Maps, Pages 35-36, Sonoma County Records; thence from the Point of Beginning and along the southerly line of said lands South East feet; thence leaving said south line North West 9.67 feet; thence North West 3.68 feet; thence North West 7.06 feet; thence South West 7.78 feet; thence on a non tangent curve to the right from a tangent which bears North West, with a radius of feet, through a central angle of , for a length of feet; thence North East feet; thence on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the right with a radius of feet through a central angle of , for a length of feet; thence on a curve to the right tangent to the last curve with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence North East feet; thence North West feet; thence North East feet; thence South East feet; thence on a non tangent curve to the right from a tangent which bears South West with a radius of feet, through a central angle of for a length of feet; thence South West feet; thence South East feet; thence North East 8.00 feet; thence South East feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence on a curve to the right with a radius of 9.50 feet, through a central angle of , for a length of 7.70 feet; thence on a curve to the left with a radius of feet, through a central angle of , for a length of feet; thence North West feet; thence on a curve to the left with a radius of feet, through a central angle of for a length of feet; thence North West feet; thence on a curve to the right with a radius of 2.50 feet, through a central angle of , for a length of 1.96 feet; thence North East 7.45 feet; thence North West feet; thence North East feet; thence North West feet; thence North East 0.39 feet to the northeasterly line of said lands of the Redevelopment Agency; thence along said northeasterly line North West feet; thence South West feet; thence North West feet; thence North West feet to the northerly line of said \

81 lands of the Redevelopment Agency, said line also being the proposed southerly right of way line of Third Street as shown on the aforesaid Record of Survey (559 Maps, Page 35); thence along said northerly line, South West feet; thence leaving said northerly line, South East feet; thence South West, feet; thence North West, feet to said northerly line of said lands; thence along said northerly line, South West, 0.44 feet; thence South West, feet to the aforesaid easterly line of Railroad Street; thence along said easterly line, on a non tangent curve to the left from a tangent which bears South East, with a radius of feet, through a central angle of , for a length of feet; thence on a tangent curve to the left with a radius of feet, through a central angle of , for a length of feet; thence South East feet; thence South East feet to the southwest corner of said lands and The Point of Beginning. Containing 2.95 acres more or less. APN (portion) \

82 HYATT VINEYARD CREEK SALE OF THE SUCCESSOR AGENCY S FEE TITLE INTERESTS 170 RAILROAD STREET Successor Agency Meeting July 14, 2015 Frank Kasimov Program Specialist Economic Development and Housing 1

83 CURRENT Successor Agency owns Site, Conference Center and Parking (SA Property) Tenant owns hotel and leases SA Property The leases grant tenant options to buy SA Property City recorded 2 deeds of trust to protect City s monetary interests: 1) City Loans (3 separate promissory notes) 2) funding agreement 2

84 PROPOSED Successor Agency executes grant deed and release of project leases for sale. The City reconveys both deeds of trust required due to subordinate lien position DOT s no longer needed to secure debt: 1) funding agreement non-enforceable obligation per State DOF 2) repayment of City loans confirmed by courts. 3

85 BENEFIT Sale of SA s fee title interests is not discretionary; set forth in lease options SA will hold sale proceeds (approx. $11M) until disposition of sale proceeds is determined by DOF 4

86 RECOMMENDATION It is recommended by the Economic Development and Housing Department that the Successor Agency authorize the Chair to execute a grant deed and a release of the Project Leases for the sale of the Hyatt Vineyard Creek. Questions? 5