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HomeMy WebLinkAboutCC RES 13-341 1 RESOLUTION NO. 13 -34 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA, APPROVING AN AGREEMENT FOR THE EXCHANGE OF LAND WITHIN THE BOUNDARIES OF THE MCAS TUSTIN SPECIFIC PLAN BETWEEN THE CITY OF TUSTIN AND THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT The City Council of the City of Tustin does hereby resolve as follows: The City Council finds and determines as follows: A. That the City of Tustin ( "City ") and the South Orange County Community College District ( "SOCCCD ") propose a General Plan Amendment (GPA) 2013 -001 by adding a new local street (Bell Avenue) to service adjacent uses; MCAS Tustin Specific Plan Amendment (SPA) 2013 -001 by incorporating text allowing private for - profit non - educational uses and increase allowable building square footages within the education village (Neighborhood A) of the MCAS Tustin Specific Plan and adding a new local street (Bell Avenue); Development Agreement (DA) 2013 -002 to facilitate the development, conveyance, and land exchange within the boundaries of the MCAS Tustin Specific Plan; and an Agreement for the Exchange of Real Property. B. That the project consists of an agreement between the South Orange County Community College District (SOCCCD or District) and the City of Tustin (City) which delineates the terms and processes associated with the exchange of the ultimate ownership of approximately 90 acres of land within the Tustin Legacy (Agreement for the Exchange of Real Property Between the City of Tustin and South Orange County Community College District). The objectives of the project are to rationalize property boundaries to create larger, contiguous land areas for the City and SOCCCD, provide for a broader range of land uses in support of the objectives of the MCAS Tustin Specific Plan, and enhance circulation in the Project area by improving east -west connectivity between the existing Red Hill and Armstrong Avenues. C. That a public hearing was duly called, noticed, and held on said application on May 13, 2013, by the City Council. D. That on January 16, 2001, the City of Tustin certified the Program Final Environmental Impact Statement/Environmental Impact Report (FEIS /EIR) for the reuse and disposal of MCAS Tustin. On April 3, 2006, the City Council adopted Resolution No. 06-43 approving an Addendum to the FEIS /EIR. On December 6, 2004, the City Council adopted Resolution No. Resolution No. 13 -34 Page 1 of 3 04 -76 approving a Supplement to the FEIS /EIR for the extension of Tustin Ranch Road between Walnut Avenue and the future alignment of Valencia North Loop Road. The FEIS /EIR along with its Addendum and Supplement is a program EIR under the California Environmental Quality Act (CEQA). The FEIS /EIR, Addendum and Supplement considered the potential environmental impacts associated with development on the former Marine Corps Air Station, Tustin. E. That an Environmental Checklist has been prepared and concluded that these actions do not result in any new significant environmental impacts or a substantial increase in the severity of any previously identified significant impacts in the FEIS /EIR. Moreover, no new information of substantial importance has surfaced since certification of the FEIS /EIR. However, because some changes and additions were required to the FEIS /EIR, the City has prepared an Addendum to the FEIS /EIR. The Planning Commission considered the Addendum along with the FEIS /EIR prior to making a recommendation to the City Council on the GPA 2013 -001, SPA 2013 -001 and DA 2013 -002. F. That Section 65402(a) of Government Code provides that no real property shall be acquired, disposed of, no street vacated, and no public building or structure shall be constructed or authorized until the location, purpose, and extent of the acquisition, disposition, street vacation, and /or construction of public building or structure have been reported upon by the local planning agency as to the conformity with the applicable, adopted general plan. G. That Section 65402(a) of the Government Code authorizes the Planning Commission to determine whether the location, purpose, and extent of the acquisition, disposition, street vacation, and /or construction or authorization of public building is consistent with the General Plan. H. That the Planning Commission found that the proposed acquisition, disposition, and potentially the construction of public building in conjunction with the Agreement for the Exchange of Real Property Between the City of Tustin and the South Orange County Community College District is consistent with the General Plan. II. The City Council hereby approves the Agreement for the Exchange of Real Property between the City of Tustin and South Orange County Community College District attached hereto as Exhibit 1. III. The City Council authorizes the Mayor to execute the Agreement for Exchange of Real Property and to the extent consistent herewith, the City Council authorizes the City Manager to execute the necessary escrow and other documentation to effectuate the exchange of property. Resolution No. 13 -34 Page 2 of 3 1 1 1 1 1 PASSED AND ADOPTED by the City Council of the City of Tustin, at a regular meeting on the 13th day of May, 2013. ELWYN A MURRAY, Mayor ATTEST: JE ' . PARKER, Ci I -rk STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF TUSTIN I, Jeffrey C. Parker, City Clerk and ex- officio Clerk of the City Council of the City of Tustin, California, do hereby certify that the whole number of the members of the City Council of the City of Tustin is five; that the above and foregoing Resolution No. 13 -34 was duly passed and adopted at a regular meeting of the Tustin City Council, held on the 13th day of May, 2013, by the following vote: COUNCILMEMBER AYES: Murray, Puckett, Nielsen, Gomez, Bernstein (5) COUNCILMEMBER NOES; None (0) COUNCILMEMBER ABSTAINED: None (0) COUNCILMEMBER ABSENT None (0) JE ''` C. PARKER, Ci C-rk Resolution No. 13 -34 Page 3 of 3 Exhibit 1 of Resolution No. 13 -34 Agreement for the Exchange of Real Property between the City of Tustin and South Orange County Community College District DRAFT DATED: 5/1/13 AGREEMENT FOR THE EXCHANGE OF REAL PROPERTY BETWEEN THE CITY OF TUSTIN AND SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT DATED: , 2013 5764 .44062 \A P[3360\AGR Mll 1 136768.6 5/1/13 TABLE OF CONTENTS Page 1. AGREEMENT 6 1.1 Notice of Determination 6 1.2 Exchange 6 2. ESCROW 6 2.1 Escrow Instructions 6 2.2 Definition of Close of Escrow 7 3. APPROVAL OF CONDITION OF TITLE 7 3.1 SOCCCD's Approval of Condition of Title 7 3.2 City's Approval of Condition of Title 7 4. TITLE INSURANCE POLICIES 7 4.1 SOCCCD Title Insurance Policy 7 4.2 City Title Insurance Policy 8 5. DUE DILIGENCE REVIEW 8 5.1 Access to the Exchange Parcels 8 5.2 Documents 9 5.3 Approval 9 5.4 Environmental Insurance 9 6. INTENTIONALLY DELETED 9 7. CONDITIONS PRECEDENT TO CLOSE OF ESCROW 9 7.1 Mutual Conditions 9 7.2 SOCCCD's Conditions IO 7.3 City's Conditions 10 8. CLOSE OR CANCELLATION OF ESCROW 11 8.1 Closing Procedures 11 8.2 Escrow Cancellation 11 8.3 Items to be Delivered into Escrow 12 8.4 Escrow Holder's Instructions 14 8.5 Post - Closing Matters 15 8.6 IRS Form 1099 -S 15 9. COSTS AND PROBATIONS 15 9.1 Costs to be Paid by SOCCCD 15 9.2 Costs to be Paid by City 15 5764- 14062\API3360 \AGRM RI 136768.6 5/1113 TABLE OF CONTENTS (continued) Page 10. REPRESENTATIONS AND WARRANTIES; COVENANTS 16 10.1 SOCCCD's Representations and Warranties 16 10.2 City's Representations and Warranties 16 10.3 Interim Lease 16 11. MUTUAL RELEASES 17 11.1 Mutual Release and Waiver 17 11.2 Acknowledgment Concerning Releases 18 11.3 Monument Sign 18 11.4 Additional Agreements 18 12. DEFAULT 18 12.1 Events of Default 18 12.2 Remedies 18 13. POST - CLOSING COVENANTS 19 13.1 Possession 19 13.2 Subsequent Closings 19 13.3 County Land Exchange Closing 19 13.4 Perimeter Fencing 19 13.5 Reciprocal Access Agreement 19 13.6 Dedication of Bell Avenue ROW 19 13.7 Acquisition of Valencia Parcel No. 3 19 14. MISCELLANEOUS 20 14.1 Notices 20 14.2 Time of the Essence 21 14.3 Interpretation; Governing Law 21 14.4 Performance of Acts on Business Days 21 14.5 Attorney's Fees 21 14.6 Post - Judgment Attorneys' Fees 21 14.7 Further Assurances; Survival 21 14.8 Entire Agreement; Amendments 21 14.9 No Waiver 21 14.10 Assignment 22 14.11 Binding Effect 22 14.12 Headings; Cross - References; Exhibits 22 14.13 Counterparts 22 14.14 Effective Date 22 it 5 7 64- 41062\APB 360t\GR MT 1 136768.6 5/1/13 Designation LIST OF EXHIBITS Description Section Reference A Site Map Recital K B Legal Description of Warner Parcel (Area 1) Recital L C -1 Legal Description of Valencia Parcel No. 1 (Area 9) Recital L C -2 Legal Description of Valencia Parcel No. 2 (Area 7) Recital L D Legal Description of Child Care Parcel (Area 8) Recital L E -1 Legal Description of Portion of Red Hill Parcels Recital L North of Future Bell Avenue (Area 6) E -2 Legal Description of Portion of Red Hill Parcels Recital L South of Future Bell Avenue (Area 2) F -1 Legal Description of SOCCCD ROW Fee Property Recital M (Area 4) F -2 Legal Description of SOCCCD ROW Subleased Recital M Property (Area 5) G Legal Description of City ROW (Area 6) Recital M H Development Agreement Recital 0 I McCain Agreement Recital 0 J Bell Agreement Recital 0 K General Escrow Provisions Section 2.1 L City Exchange Parcels Commitment Section 3.1.1 M SOCCCD Exchange Parcels Commitment Section 3.2.1 N SOCCCD -City Quitclaim Deed Section 8.3.1(6) O SOCCCD -City Bill of Sale Section 8.3.1(c) P Bell Avenue Dedication Section 8.3.1(e) Q Sublease Amendment Section 8.3.1(f) R Notice of Sublease Amendment Section 8.3.1(g) 5 764- 14062\AP13360\AGR M'1\ 113676/1.6 5/1/13 S Termination of Notice Section 8.3.1(h) T Notice of Effective Date Section 8.3.10) U Amendment to CC &Rs Section 8.3.1(j) V Amendment to Bill of Sale Section 8.3.1(k) W Nonforeign Transferor Declaration (SOCCCD) Section 8.3.1(m) X -1 City - SOCCCD Quitclaim Deed Section 8.3.2(b) X -2 City ROW Deed Section 8.3.2(b) Y City - SOCCCD Bill of Sale Section 8.3.2(c) Z Nonforeign Transferor Declaration (City) Section 8.3.2(m) AA Interim Lease Section 10.3 iv 5764-44062 \ A PB360\AG R NI M 1 136768.6 5/1/13 AGREEMENT FOR THE EXCHANGE OF REAL PROPERTY THIS AGREEMENT FOR THE EXCHANGE OF REAL PROPERTY (this "Agreement "), dated for identification purposes this day of , 2013, is entered into by and between the CITY OF TUSTIN, a municipal corporation organized under the laws of the State of California ( "City "), and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ( "SOCCCD "). City and SOCCCD are sometimes referred to herein individually as a "Party" and collectively as the "Parties." RECITALS The Parties enter into this Agreement on the basis of the following facts, understandings and intentions: A. Pursuant to the Defense Base Closure and Realignment Act of 1990 (Part A of Title XXIX of Public Law 101 -510; U.S.C. Section 2687 Note), as amended (the "Base Closure Law"), the United States of America determined to close the Marine Corps Air Station Tustin ( "MCAS Tustin ") located substantially within the City of Tustin. In 1992, the City was designated by the Office of Economic Adjustment on behalf of the Secretary of Defense as the local redevelopment authority ( "LRA ") for preparation of a reuse plan for MCAS Tustin and in order to facilitate the closure of MCAS Tustin and its reuse in furtherance of the economic development of the City and surrounding region. B. In its capacity as the LRA, the City served as the lead agency for preparing the base reuse plan, the applicable environmental documents under Califomia law, and other documents related to the planning for the civilian reuse of MCAS Tustin. The City determined that the most appropriate tool to guide the conversion of the base from military to civilian use and to facilitate review and approval of entitlements, permits, and uses was the preparation of a combined reuse plan and specific plan. Accordingly, in or about October 1996, the City submitted the MCAS Tustin Reuse Plan (the "Reuse Plan ") to the United States of America, acting by and through the Department of the Navy (the "Navy "). The City subsequently amended the Reuse Plan in or about September 1998. C. On January 16, 2001, the Tustin City Council adopted Resolution 00 -90 that certified the Joint Final EIS/EIR for the Disposal and Reuse of MCAS Tustin (the "Final EIS /EIR "), and adopted Resolution 00 -91 that adopted General Plan Amendment 00 -001 establishing an MCAS Tustin Specific Plan general plan land use designation for the Tustin portion of the former MCAS Tustin. D. On March 2, 2001, the Navy published a Record of Decision approving the Reuse Plan as amended and approving the Final EIS /EIR. E. In May 2002, the Navy approved that certain Agreement between the United States of America and the City of Tustin, California for the Conveyance of a Portion of the Former Marine Corps Air Station Tustin (the "Navy Conveyance Agreement "), which sets forth the terms and conditions for the conveyance of a portion of MCAS Tustin by the Navy to the City 1 5764-44062 \API.3360 AGRM111 1 36768.6 5/1/13 (the "City Property "). On May 13, 2002, in accordance with the Navy Conveyance Agreement, a portion of MCAS Tustin was conveyed by deed to the City (the "City Fee Property "). In addition, a portion of the City Property was leased by the Navy to the City (the "City Leased Property ") pursuant to that certain Lease in Furtherance of Conveyance between the United States of America and the City of Tustin, California for Portions of the Former Marine Corps Air Station Tustin dated May 13, 2002 (the "LIFOC "). F. The City adopted a final Specific Plan/Reuse Plan (the "Specific Plan ") covering MCAS Tustin by Ordinance 1257 adopted February 3, 2003. The Specific Plan was subsequently amended by a series of Ordinances as follows: Ordinance Nos. 1294, 1295, 1296 and 1297 adopted March 7, 2005; Ordinance 1299 adopted June 5, 2005; Ordinance 1311 adopted April 17, 2006; Ordinance 1335 adopted June 5, 2007; Ordinance 1379 adopted March 2, 2010; and Ordinance 1406 adopted October 18, 2011. G. On or about April 22, 2004, City and SOCCCD entered into that certain Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus (the "City Conveyance Agreement "), pursuant to which the City agreed to convey a portion of the City Property comprising approximately 68.37 acres (the "ATEP Site ") to SOCCCD on the terms and conditions set forth therein. Pursuant to the City Conveyance Agreement, (1) the City conveyed to SOCCCD fee title to approximately 37.66 acres of the City Fee Property (the "SOCCCD Fee Property"), pursuant to that certain Quitclaim Deed and Environmental Restriction Pursuant to Civil Code Section 1471 (the "2004 Quitclaim Deed ") recorded on April 29, 2004 as Instrument No. 2004000369376 in the Official Records of Orange County, California (the "Official Records "), and conveyed the personal property and utility distribution systems associated with the Initial Parcel and the Sublease Area (as defined below) pursuant to that certain Bill of Sale (the "2004 Bill of' Sale ") delivered concurrently with the 2004 Quitclaim Deed; and (2) City subleased to SOCCCD approximately 30.71 acres of the City Leased Property (the "Sublease Area "), pursuant to that certain Sublease between the City of Tustin and the South Orange County Community College District for a Portion of MCAS Tustin dated April 29, 2004 (the "Sublease "), a Short Form Notice of which was recorded in the Official Records on April 7, 2004 as Instrument No. 2004000373082. H. The Navy Conveyance Agreement has been amended by (1) that certain "Modification One (1) to Agreement between the United States of America Acting by and through the Secretary of the Navy and the City of Tustin California for Conveyance of a Portion of the Marine Corps Air Station, Tustin" dated April 10, 2006; (2) that certain "Modification Two (2) to Agreement between the United States of America Acting by and through the Secretary of the Navy and the City of Tustin, California, for Conveyance of a Portion of the Marine Corps Air Station, Tustin" dated July 31, 2006; and (3) that certain "Modification Three (3) to the Agreement between the United States of America and the City of Tustin California, for the Conveyance of a Portion of the Former Marine Corps Air Station Tustin" dated December 19, 2011. The term "Navy Conveyance Agreement" as used herein means the original Navy Conveyance Agreement as amended by the three Modifications described above. I. For the purposes of this Agreement, (1) the Navy Conveyance Agreement, the LIFOC and all other documents executed or to be executed prior to the "Closing Date" (as 2 5764-44062V1/4N3360 AGRMI \ 1 136768.6 5/1/13 defined in Section 8.1 below) by the Navy or the Navy and the City pursuant thereto affecting the ATEP Site shall be collectively referred to herein as the "Navy Conveyance Documents" and (2) the City Conveyance Agreement, the 2004 Quitclaim Deed, the Sublease and all other documents executed or to be executed prior to the Closing Date by the City or by the City and SOCCCD pursuant thereto affecting the ATEP Site shall be collectively referred to herein as the "City Conveyance Documents." J. Pursuant to Zoning Administrator Action 10 -002 adopted on July 26, 2010, the Zoning Administrator of the City approved Concept Plan 09 -001 for Phase 3A of the ATEP Site ( "Concept Plan 3A "). Pursuant to Concept Plan 3A, SOCCCD may develop up to 305,000 square feet of buildings (each, a "Phase 3A Building "; collectively, "Phase 3A Buildings ") that meet the current definition of an "Advanced Technology Educational Campus" (as such term is defined in the City Conveyance Agreement), subject to compliance with the conditions of approval of Concept Plan 3A. K. SOCCCD and the County of Orange (the "County") have entered into that certain Agreement for the Exchange of Real Property dated February 7, 2012, as amended by Amendment No. 1 thereto dated April 28, 2012, Amendment No. 2 thereto dated June 26, 2012 and Amendment No. 3 thereto dated , 2013 (as so amended, the "County Land Exchange Agreement"). As set forth in the County Land Exchange Agreement, SOCCCD and County desire to effectuate a land exchange (the "SOCCCD- County Land Exchange ") involving the following parcels within the former MCAS Tustin as identified on the map attached hereto as Exhibit A (the "Site Map "): SOCCCD desires to exchange a portion of the ATEP Site consisting of a ten (10) acre parcel identified on the Site Map as the "Armstrong Parcel" with a ten (10) acre parcel identified on the Site Map as the "County Parcel." L. In addition to the SOCCCD -County Land Exchange, SOCCCD and City believe that an exchange of parcels owned by the Parties within the former MCAS Tustin would be beneficial to both Parties. Such land exchange will involve the following parcels, each as identified on the Site Map (collectively, the "Exchange Parcels "): (1) SOCCCD will exchange the following parcels within the ATEP Site (collectively, the "SOCCCD Exchange Parcels "): (a) Warner Parcel: An approximately 6.8 acre parcel adjacent to future Warner Avenue and to the current Sheriffs Training Facility (the "Warner Parcel "). The Wamer Parcel is shown as Area 1 on the Site Map and is more particularly described in Exhibit B attached hereto. Previously, the Warner Parcel was improved with a helicopter hangar and an office building; however, SOCCCD has demolished such improvements, so that the only remaining improvements are at or below grade (b) Valencia Parcels: Two (2) parcels comprising approximately 3.98 acres in the aggregate located north of Valencia Avenue. One such parcel is located to the west of Lansdowne Road ("Valencia Parcel No. 1 "), is shown as Area 9 on the Site Map and is more particularly described in Exhibit C -1 attached hereto. The other parcel is located to the east of Lansdowne Road ("Valencia Parcel No. 2 "), is shown as Area 7 on the Site Map and is more particularly described in Exhibit C -2 attached hereto. Valencia Parcel No. 1 and Valencia Parcel No. 2 shall be collectively referred to herein as the "Valencia Parcels." Valencia Parcel No. 1 is 3 5764 -14062 \AP[ 360 \AGR MT 1 136768.6 5/1/13 currently improved with buildings comprising approximately 14,676 square feet which SOCCCD currently uses for classrooms, administrative offices and other educational uses. Valencia Parcel No. 2 is currently improved with a parking lot. (2) City will exchange the following parcels within the City Property (collectively, the "City Exchange Parcels "): (a) Child Care Parcel: An approximately 2.37 acre parcel adjacent to the County Parcel (the "Child Care Parcel"). The Child Care Parcel is shown as Parcel 8 on the Site Map and is more particularly described in Exhibit D attached hereto. The Child Care Parcel is currently improved with an approximately 14,936 square foot building that was previously used as a child care facility for MCAS Tustin, a parking lot, playground areas and ancillary structures. (b) Red Hill Parcels: Two (2) parcels comprising approximately 9.0 acres in the aggregate located adjacent to Red Hill Avenue (collectively, the "Red Hill Parcels "). The Red Hill Parcels are shown as Area 6 and Area 2 on the Site Map and are more particularly described in Exhibit E -1 and in Exhibit E -2 attached hereto. The Red Hill Parcels have been improved with certain former military buildings and related improvements that are scheduled to be demolished. (3) The Parties acknowledge that Valencia Parcel No. 2 and the Child Care Parcel are currently part of the City Leased Property. Accordingly, in order to effectuate the land exchange described above, it will be necessary to amend the Sublease to delete Valencia Parcel No. 2 and add the Child Care Parcel. M. City and SOCCCD also desire to extend Bell Avenue from its current eastern terminus at Red Hill Avenue across the ATEP Site to Armstrong Avenue, as shown on the Site Map (the "Bell Avenue Extension "). In order to effectuate the Bell Avenue Extension, the following transfers will be required pursuant to Section 13.6 below, each as identified on the Site Map: (1) SOCCCD ROW: SOCCCD will irrevocably dedicate to City from property it currently owns within the SOCCCD Fee Property a right -of -way comprising approximately 1.4 acres, is shown as Area 4 on the Site Map and is more particularly described in Exhibit F -1 attached hereto (the "SOCCCD ROW Fee Property"). In addition, SOCCCD will irrevocably dedicate to City all of its current and future right, title and interest in a right -of -way comprising approximately 1.1 acres within the Sublease Area that is shown as Area 5 on the Site Map and is more particularly described in Exhibit F -2 attached hereto (the "SOCCCD ROW Subleased Property "). Finally, SOCCCD will irrevocably dedicate to City the "City ROW" (as defined in Recital M(2) below) immediately following the conveyance of the same by City to SOCCCD pursuant to Recital M(2) below. (2) City ROW: The City will convey to SOCCCD from property that City currently owns in fee within the City Property a right -of -way comprising approximately 1.3 acres is shown as Area 3 on the Site Map and is more particularly described in Exhibit G attached hereto (the "City ROW "). SOCCCD will, in turn, immediately dedicate the City ROW to City as set forth in Recital M(1) above. 4 5764-44062 \APB360 AGRM111 136768.6 5/1/13 (3) Bell Avenue ROW. The SOCCCD ROW Fee Property, the SOCCCD ROW Subleased Property and the City ROW shall be collectively referred to herein as the "Bell Avenue ROW." There are certain former military buildings and related improvements that are partially located on portions of the Bell Avenue ROW. N. Prior to the execution hereof, City and SOCCCD entered into that certain Agreement for CEQA Processing and Joint Defense, dated October 29, 2012 (the "CEQA Processing Agreement "), which provides for compliance by City and SOCCCD with California Environmental Quality Act, California Public Resources Code, Sections 21000, et seq. ("CEQA ") in connection with the approval of this Agreement and the Development Agreement and certain related matters. O. Concurrently with the execution hereof, City and SOCCCD are entering into the following agreements: (1) Development Agreement: An amendment and restatement of the City Conveyance Agreement and constituting a Development Agreement pursuant to California Government Code Sections 65864, et seq. (the "Development Agreement ") in the form of Exhibit 1-1 attached hereto, which Development Agreement will be recorded in the Official Records immediately following the execution thereof; (2) McCain Agreement: An agreement concerning the improvement of McCain - Smith Road, and concerning the sharing of the cost of such improvements, in the form of Exhibit l attached hereto (the "McCain Agreement "); and (3) Bell Avenue Agreement: An agreement concerning the improvement of Bell Avenue and concerning the sharing of the cost of such improvement within the Bell Avenue ROW, in the form of Exhibit J attached hereto (the "Bell Agreement "). P. On , 2013, the City Council of the City (the "City Council ") adopted Resolution No. approving an amendment to the City's General Plan (the "CPA ") and conducted a first reading of proposed Ordinance No. approving an amendment to the Specific Plan (the "SPA "), each of which incorporates changes that accommodate this Agreement, the Development Agreement and the Bell Agreement. On , 2013, the City Council conducted a second reading and adopted Ordinance No: , approving the SPA. Q. On , 2013, the City Council conducted a first reading of proposed Ordinance No. approving the Development Agreement. On , 2013, the City Council conducted a second reading and adopted Ordinance No. , approving the Development Agreement. On , 2013, the City Council adopted Resolution No. approving this Agreement, the McCain Agreement and the Bell Agreement. R. In consideration of entering into this Agreement, the Development Agreement, the McCain Agreement and the Bell Agreement (collectively, the "SOCCCD -City Agreements "), the Parties desire to mutually release and waive any claims that they may have against each other under the City Conveyance Documents, effective as of the closing of the transactions described below. 5 5764 - 44062 \APB360 \AGRMT1 1 136768.6 5/1/13 S. Prior to the execution and delivery hereof, the governing body of each of the Parties has approved the execution and delivery of this Agreement. In connection with such approval, the governing body of each of the Parties, after independent review and consideration, certified a document (the "CEQA Document "), which is intended to render the action of the applicable governing body with respect to the approval hereof in compliance with the provisions of CEQA. NOW, THEREFORE, based upon the foregoing facts, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Agreement. 1.1 Notice of Determination. Each of the Parties shall file a Notice of Determination under Section 21152 of the California Public Resources Code within five (5) working days after the approval of this Agreement and the certification of the CEQA Document by their respective goveming bodies. 1.2 Exchange. Upon the satisfaction or waiver of all of the conditions precedent to the Close of Escrow set forth in Section 7 below, then the following conveyances shall occur concurrently (collectively, the "Exchange "): (i) City shall convey to SOCCCD by quitclaim deed the Red Hill Parcels; (ii) SOCCCD shall convey to City by quitclaim deed the Warner Parcel and Valencia Parcel No. 1; and (iii) the Sublease shall be amended to delete Valencia Parcel No. 2 and add the Child Care Parcel. The dedication of the Bell Avenue ROW shall occur subsequent to the Exchange pursuant to Section 13.6 below, as follows: (I) SOCCCD shall dedicate to City for street purposes (A) its fee interest in the SOCCCD ROW Fee Property; (B) its subleasehold interest in the SOCCCD ROW Subleased Property and (C) the City ROW; and (II) City shall convey to SOCCCD by quitclaim deed its fee interest in the City ROW. The Exchange and the dedication of the 13el1 Avenue ROW shall include all buildings and other improvements located on the Exchange Parcels and the Bell Avenue ROW, respectively. 2. Escrow. 2.1 Escrow Instructions. The Exchange shall be consummated through Escrow No. (the "Escrow ") at First American Title Insurance Company, 5 First American Way, Santa Ana, California 92707 Attention: Patty Beverly (the "Escrow Holder "). Escrow shall be opened within three (3) days following the execution of this Agreement by delivery to Escrow Holder of a fully executed copy of this Agreement by the Parties. The date that the Escrow is opened as indicated by the Acceptance by Escrow Holder attached hereto shall be the "Escrow Opening Date." This Agreement, together with the general escrow provisions attached hereto as Exhibit K shall constitute Escrow Holder's instructions. The Parties agree to execute and deliver to Escrow Holder such additional and supplemental instructions as Escrow Holder may require in order to clarify Escrow Holder's duties under this Agreement. However, in the event of any conflict or inconsistency between this Agreement and the general escrow provisions, the terms of this Agreement shall govern the duties of Escrow Holder and the rights and obligations of the Parties. 6 5764-44062 \APB360 136768.6 5/1/13 2.2 Definition of Close of Escrow. For purposes of this Agreement, the term "Close of Escrow" shall mean the time when Escrow Holder shall have recorded the instruments set forth in Section 8.4.2 below. 3. Approval of Condition of Title. 3.1 SOCCCD's Approval of Condition of Title. 3.1.1 City Exchange Parcels Commitment. Prior to the Effective Date, as defined in Section 14.14 below, SOCCCD received and approved that certain Title Commitment, identified as Order No. NCS and dated , 2013 (the "City Exchange Parcels Commitment "), covering the City Exchange Parcels issued by First American Title Insurance Company (the "Title Company "). A copy of the City Exchange Parcels Commitment is attached hereto as Exhibit L. Those exceptions to title set forth in the City Exchange Parcels Commitment are hereinafter referred to as the "City Exchange Parcels Permitted Exceptions." The City Exchange Parcels Permitted Exceptions shall exclude any delinquent taxes or any taxes due and payable prior to the Close of Escrow and any other monetary liens or encumbrances on the City Exchange Parcels. 3.1.2 SOCCCD Current Restrictions. The Parties acknowledge that the SOCCCD Fee Property is currently subject to certain covenants, conditions and restrictions set forth in the 2004 Quitclaim Deed (the "2004 CC &Rs "), which 2004 CC &Rs require modification in order to conform to this Agreement, Development Agreement and the Bell Agreement. Accordingly, upon the Close of Escrow and as a condition precedent thereto, the Parties shall execute, acknowledge and deliver an amendment to the 2004 CC &Rs in the form of the "Amendment to CC &Rs" (as defined in Section 8.3.1(k) below), pursuant to Sections 8.3.1(k) and 8.3.2(k) below. 3.2 City's Approval of Condition of Title. 3.2.1 SOCCCD Exchange Parcels Commitment. Prior to the Effective Date, City has received and approved that certain Title Commitment issued by the Title Company, identified as Order No. NCS and dated , 2013 ( "SOCCCD Exchange Parcels Commitment ") covering the SOCCCD Exchange Parcels, a copy of which is attached hereto as Exhibit M. Those exceptions to title set forth in the SOCCCD Exchange Parcels Commitment are hereinafter referred to as the "SOCCCD Exchange Parcels Permitted Exceptions." The SOCCCD Exchange Parcels Permitted Exceptions shall exclude any delinquent taxes or any taxes due prior to the Close of Escrow and any other monetary liens or encumbrances on the SOCCCD Exchange Parcels. 4. Title Insurance Policies. 4.1 SOCCCD Title Insurance Policy. At the Close of Escrow and as a condition thereto, the Title Company shall issue to SOCCCD a policy of title insurance (the "City Exchange Parcels Title Policy ") as to the City Exchange Parcels, containing the terms and provisions set forth in this Section 4.1. The City Exchange Parcels Title Policy shall be an ALTA Standard Coverage Owner's Policy (2006 Policy Form) in an amount mutually agreed to by the Parties, and in no event less than the fair market value of the City Exchange Parcels, 7 5764-14062 \ AI'Ei360\AGRM11 1 136768.6 5/1/13 showing fee simple or subleasehold title to the City Exchange Parcels (as applicable) vested in SOCCCD, subject only to the City Exchange Parcels Permitted Exceptions, and such other matters as to which SOCCCD may consent in writing. The premium for the City Exchange Parcels Title Policy and any costs incurred in connection with the search and examination of title and /or for the issuance of the City Exchange Parcels Commitment shall be paid by City. The City Exchange Parcels Title Policy shall be issued without reliance on any indemnity of City or any third party to induce Title Company to issue the City Exchange Parcels Title Policy, without the prior written consent of SOCCCD. If SOCCCD so elects and the Title Company agrees, the City Exchange Parcels Title Policy may include such endorsements as SOCCCD may reasonably request; provided however, that all such endorsements shall be issued at SOCCCD's sole cost and expense. In addition, if SOCCCD so elects and the Title Company agrees to issue an ALTA Extended Coverage Owner's Policy (2006 Policy Form), the "City Exchange Parcels Title Policy" as defined above shall be an ALTA Extended Coverage rather than an ALTA Standard Coverage policy, with all other elements remaining the same; provided however, that the additional premium for such extended ALTA coverage shall be paid by SOCCCD. 4.2 Citv Title Insurance Policy. At the Close of Escrow and as a condition thereto, the Title Company shall issue to City a policy of title insurance (the "SOCCCD Exchange Parcels Title Policy ") as to the SOCCCD Exchange Parcels, containing the terms and provisions set forth in this Section 4.2. The SOCCCD Exchange Parcels Title Policy shall be an ALTA Standard Coverage Owner's Policy (2006 Policy Form) in an amount mutually agreed to by the Parties, and in no event less than the fair market value of the SOCCCD Exchange Parcels, showing fee simple or leasehold title to the SOCCCD Exchange Parcels (as applicable) vested in City, subject only to the SOCCCD Exchange Parcels Permitted Exceptions, and such other matters as to which City may consent in writing. The premium for the SOCCCD Exchange Parcels Title Policy and any costs incurred in connection with the search and examination of title and /or for the issuance of the SOCCCD Exchange Parcels Commitment shall be paid by SOCCCD. The SOCCCD Exchange Parcels Title Policy shall be issued without reliance on any indemnity of SOCCCD or any third party to induce Title Company to issue the SOCCCD Exchange Parcels Title Policy, without the prior written consent of City. If City so elects and the Title Company agrees, the SOCCCD Exchange Parcels Title Policy may include such endorsements as City may reasonably request; provided however that all such endorsements shall be issued at City's sole cost and expense. In addition, if City so elects and the Title Company agrees to issue an ALTA Extended Coverage Owner's Policy (2006 Policy Form), the "SOCCCD Exchange Parcels Title Policy" as defined above shall be an ALTA Extended Coverage rather than an ALTA Standard Coverage policy, with all other elements remaining the same; provided however, that the additional premium for such extended ALTA coverage shall be paid by City. 5. Due Diligence Review. 5.1 Access to the Exchange Parcels. Prior to the Effective Date, City and SOCCCD executed that certain License Agreement dated March 14, 2013, in order to give each Party access to those Exchange Parcels which it shall receive pursuant to this Agreement for purposes of conducting its due diligence review (the "License Agreement "). The License Agreement shall remain in full force and effect in accordance with its terms. 8 5764 - 140626 \PB3601AGRNI7\1136768.6 5/1113 5.2 Documents. Prior to the Effective Date, each Party has delivered to the other Party copies of all written information in such Party's possession with respect to the Exchange Parcels to be acquired by the other Party, including all reports, maps and other written information in such Party's possession with respect to such Exchange Parcels, including all reports, maps and other written information, if any, which relate to the environmental condition of the Exchange Parcels. 5.3 Approval. Prior to the Effective Date, each Party has conducted such due diligence review of the Exchange Parcels which such Party shall receive pursuant to this Agreement as it deems appropriate, and each Party hereby approves the condition of the Exchange Parcel that it will receive pursuant to this Agreement. 5.4 Environmental Insurance. As part of its due diligence review, SOCCCD has determined that it is feasible to amend its existing Environmental Pollution Legal Liability Policy ( "Environmental Insurance ") for the ATEP Site to delete the SOCCCD Exchange Parcels and add the City Exchange Parcels without additional premium. In lieu of adding City as an additional insured to the Environmental Insurance as to the Warner Parcel, SOCCCD shall pay to City at the Close of Escrow the sum of Sixty Seven Thousand Seven Hundred Seventy - One and no /100 Dollars ($67,771.00) (the "Environmental Insurance Credit "). City shall have the right (but not the obligation) to obtain its own policy of environmental insurance as to the Warner Parcel after the Close of Escrow on such terms and conditions as it deems acceptable, at its sole cost and expense. 6. Intentionally Deleted. 7. Conditions Precedent to Close of Escrow. 7.1 Mutual Conditions. The following shall constitute conditions precedent to the obligations of SOCCCD and City to close the Escrow and may be waived only by a written waiver executed by both SOCCCD and City and delivered to Escrow Holder. 7.1.1 GPA/SPA. Each of the following events shall have occurred: (a) the GPA and SPA adopted by the City as described in. Recital P above shall each be in full force and effect; (b) no revision of the GPA or the SPA shall be in any stage of any approval process; and (c) any and all applicable statutes of limitation with respect to a CEQA challenge to the adoption of the GPA, the SPA, the CEQA Document or the City's compliance with CEQA in connection with the GPA or the SPA, shall have expired or, if the GPA, the SPA, the CEQA Document or the City's CEQA compliance shall have been challenged, such challenge shall have failed to affect the City's approval of the GPA, the SPA, the CEQA Document or the validity of the City's CEQA compliance. 7.1.2 Development Agreement. Each of the following events shall have occurred: (a) City and SOCCCD shall have approved and executed the Development Agreement and shall have delivered the same to Escrow Holder pursuant to Section 8.3 below; and (b) any and all applicable statutes of limitation with respect to a judicial CEQA challenge or electoral challenge to the Development Agreement shall have expired, or if the Development Agreement shall have been challenged, such challenge shall have failed to affect the validity of the Development Agreement. 9 5764- 440621A I' a 360 AGM M 1\ 1 13 676 8.6 5/1113 7.1.3 Bell Agreement. City and SOCCCD shall have approved, executed and delivered the Bell Agreement. 7.1.4 McCain Agreement. City and SOCCCD shall have approved, executed and delivered the McCain Agreement. 7.2 SOCCCD's Conditions. Each of the following shall constitute a condition precedent to the obligations of SOCCCD to close the Escrow and may be waived only by a written waiver executed by SOCCCD and delivered to City and to Escrow Holder: 7.2.1 Interim Lease. City and SOCCCD shall have entered into the Interim Lease described in Section 10.3 below. 7.2.2 Environmental Insurance. The carrier of SOCCCD's Environmental Insurance shall have irrevocably committed to issue an amendment to the policy of Environmental Insurance deleting the SOCCCD Exchange Parcels from coverage and adding the City Exchange Parcels for coverage effective upon the Close of Escrow, for no additional premium. 7.2.3 City Documents. City shall have deposited in Escrow the funds and documents set forth in Section 8.3.2 below. 7.2.4 Title Policy. The Title Company shall be irrevocably committed to issue the City Exchange Parcels Title Policy upon the Close of Escrow. 7.2.5 No Material Change. As of the Close of Escrow, there shall be no material change in the City Exchange Parcels that would materially impair SOCCCD's use or development of the City Exchange Parcels. 7.2.6 Representations and Warranties. All of City's representations and warranties as set forth herein shall be true as of the Close of Escrow. 7.2.7 No Default. City shall not be in default hereunder. If SOCCCD does not give Escrow Holder written notice of City's default, for purposes of this Section 7.2.7 only, City shall be deemed not to be in default hereunder, and Escrow Holder shall proceed with the Close of Escrow as though City were not in default. SOCCCD's failure to give such notice to Escrow Holder shall not excuse performance by City of any obligation hereunder. 7.3 City's Conditions. Each of the following shall constitute a condition precedent to the obligations of City to close the Escrow and may be waived only by a written waiver executed by City and delivered to SOCCCD and to Escrow Holder: 7.3.1 SOCCCD Conveyance Documents. SOCCCD shall have deposited in Escrow the funds and documents set forth in Section 8.3.1 below. 7.3.2 Title Policy. The Title Company shall be irrevocably committed to issue the SOCCCD Exchange Parcels Title Policy upon the Close of Escrow. 10 5764-44062 \ A P 6360 \A G R M T 1 136768.6 5/1/13 7.3.3 No Material Change. As of the Close of Escrow, there shall be no material change in the SOCCCD Exchange Parcels that would materially impair City's use or development of the SOCCCD Exchange Parcels. 7.3.4 Representations and Warranties. All of SOCCCD's representations and warranties as set forth herein shall be true as of the Close of Escrow. 7.3.5 No Default. SOCCCD shall not be in material default hereunder. If City does not give Escrow Holder written notice of SOCCCD's default, for purposes of this Section 7.3.5 only, SOCCCD shall be deemed not to be in default hereunder, and Escrow Holder shall proceed with the Close of Escrow as though SOCCCD were not in default. City's failure to give such notice to Escrow Holder shall not excuse performance by SOCCCD of any obligation hereunder. 8. Close or Cancellation of Escrow. 8.1 Closing Procedures. The Parties agree that the Escrow shall close and Escrow Holder is instructed to close the Escrow upon the satisfaction or waiver of the last to be satisfied or waived of the conditions precedent to the Close of Escrow set forth in Section 7 above, but in no event later than June 28, 2013 (the "Closing Date "). 8.1.1 Issuance of Title Policies. Escrow Holder by closing the Escrow shall be deemed to have irrevocably committed to cause the Title Company to issue the City Exchange Parcels Title Policy and the SOCCCD Exchange Parcels Title Policy. 8.1.2 Failure of Close of Escrow to Occur. In the event that the Close of Escrow fails to occur by the Closing Date and neither Party is in default of its obligations hereunder, then either Party may cancel the Escrow by written notice to the other Party and to Escrow Holder. In the event that, due to a default by either Party, the Close of Escrow fails to occur by the Closing Date, then without waiving any rights or remedies which the non- Defaulting Party may have against the Defaulting Party (as defined in Section 12.1 below) under this Agreement, the non - Defaulting Party may cancel the Escrow upon written notice to the Defaulting Party and to Escrow Holder. 8.2 Escrow Cancellation. 8.2.1 If, for any reason, the Escrow is cancelled pursuant to Section 8.1.2 above, Escrow Holder shall return to the Parties delivering same all instruments which are then held by Escrow Holder in connection with the Escrow. 8.2.2 If the Escrow is cancelled pursuant to Section 8.1.2 above and neither Party is in default of its obligations hereunder, this Agreement shall be deemed to be terminated (with the exception of those provisions which expressly state that they are to survive such termination), and SOCCCD and City shall each bear one -half (1/2) of the title and Escrow fee and cancellation charges, if any. In such event, neither Party shall be obligated to the other to close the Escrow hereunder. 11 5764-1- 1062 \APB360 \AG RN1 r\ 1 136768.6 5/1/13 8.2.3 If the Escrow is cancelled pursuant to Section 8.1.2 above and SOCCCD is the Defaulting Party, SOCCCD shall pay the Escrow fee and cancellation charges. 8.2.4 If the Escrow is cancelled pursuant to Section 8.1.2 above and City is the Defaulting Party, City shall pay the Escrow fee and cancellation charges. 8.3 Items to be Delivered into Escrow. 8.3.1 SOCCCD. On or before one (1) business day prior to the date set for Close of Escrow, SOCCCD shall execute, acknowledge (as applicable) and deposit into Escrow the following: (a) Immediately available funds in the amount of the Environmental Insurance Credit plus District's share of costs described in Section 9.1 below; (b) One (1) original of a quitclaim deed as to the Warner Parcel and Valencia Parcel No. 1 in the form of Exhibit N attached hereto (the "SOCCCD -City Quitclaim Deed "); (c) Two (2) counterparts of a bill of sale as to the Warner Parcel and Valencia Parcel No. 1 in the form of Exhibit 0 attached hereto (the "SOCCCD -City Bill of Sale "); (d) Two (2) counterparts of the City - SOCCCD Bill of Sale (as defined in Section 8.3.2(c) below); (e) One (1) original of an irrevocable offer of dedication for street purposes of the Bell Avenue ROW in the form of Exhibit P attached hereto (the "Bell Avenue Dedication "); (t) Two (2) counterparts of an amendment to the Sublease deleting Valencia Parcel No. 2 and adding the Child Care Parcel in the form of Exhibit 0 attached hereto (the "Sublease Amendment "); (g) One (1) original of an Amendment to Short Form Notice of Sublease in the form of Exhibit R attached hereto (the "Notice of Sublease Amendment "); (h) One (1) original of a Termination of Short Form Notice of Agreement in the form of Exhibit S attached hereto (the "Termination of Notice "); (i) One (1) original of a Notice of Effective Date of Development Agreement in the form of Exhibit T attached hereto (the "Notice of Effective Date "); (j) One (1) original of an Amendment No. 1 to Covenants, Conditions and Restrictions in the form of Exhibit U attached hereto (the "Amendment to CC &Rs "); (k) Two (2) counterparts of an Amendment No. 1 to Bill of Sale in the form of Exhibit V attached hereto (the "Amendment to Bill of Sale "); 12 5764.44062b\P13360 \AGRA11\1136768.6 5/1/13 (1) Two (2) counterparts of the Interim Lease in the form of Exhibit AA attached hereto; (m) A nonforeign transferor declaration (the "Nonforeign Transferor Declaration (SOCCCD) ") substantially in the form of Exhibit W attached hereto; (n) A California state tax withholding certificate in accordance with the requirements of California Revenue and Taxation Code Section 18668 (the "California Tax Certificate (SOCCCD) "); and (o) Such other documents as may be reasonably required by Title Company or Escrow Holder in order to issue the SOCCCD Exchange Parcels Title Policy or otherwise required to transfer the SOCCCD Exchange Parcels to City in accordance with the terms of this Agreement. 8.3.2 Cj. On or before one (1) business day prior to the date set for Close of Escrow, City shall execute and deposit into Escrow the following: (a) Immediately available funds in the amount of City's share of costs described in Section 9.2 below; (b) One (1) original of a quitclaim deed as to the Red Hill Parcels in the form of Exhibit X -1 attached hereto (the "City - SOCCCD Quitclaim Deed "); and one (1) original of a quitclaim deed as to the City ROW in the form of Exhibit X -2 attached hereto (the "City ROW Deed "); (c) Two (2) counterparts of a bill of sale as to the Red Hill Parcels in the form of Exhibit Y attached hereto (the "City - SOCCCD Bill of Sale "); (d) Two (2) counterparts of the SOCCCD -City Bill of Sale; (e) Two (2) counterparts of the Sublease Amendment; (1) One (I) original of the Notice of Sublease Amendment; (g) One (1) original of the Termination of Notice; (h) One (1) original of the Notice of Effective Date; (i) One (I) original of the Amendment to CC &Rs; (j) Two (2) counterparts of the Amendment to Bill of Sale; (k) Two (2) counterparts of the Interim Lease; (1) A nonforeign transferor declaration (the "Nonforeign Transferor Declaration (City) ") substantially in the form of Exhibit Z attached hereto; 13 5764-421062 \ APB3601AGR1■1111 136768.6 5/I/13 (m) A California state tax withholding certificate in accordance with the requirements of California Revenue and Taxation Code Section 18668 (the "California Tax Certificate (City) "); and (n) Such other documents as may be reasonably required by Title Company or Escrow Holder in order to issue the City Exchange Parcels Title Policy or otherwise required to transfer the City Exchange Parcels to SOCCCD in accordance with the terms of this Agreement. 8.4 Escrow Holder's Instructions. At such time as all of the conditions precedent to the Close of Escrow shall have been satisfied or waived, the Escrow Holder shall proceed as follows: forth below: 8.4.1 Date as of the Close of Escrow, all instruments calling for a date. 8.4.2 Record the following documents in the Official Records in the order set (a) The City - SOCCCD Quitclaim Deed; (b) The SOCCCD -City Quitclaim Deed; (c) The Notice of Sublease Amendment; (d) The Termination of Notice; (e) The Notice of Effective Date; and (f) The Amendment to CC &Rs. 8.4.3 Deliver the following documents and funds: (a) To City: (i) The Environmental Insurance Credit; (ii) One (I) fully- executed counterpart of each of the following: (A) the City- SOCCCD Bill of Sale; (B) the SOCCCD -City Bill of Sale; (C) the Amendment to Bill of Sale; (D) the Sublease Amendment; and (E) the Interim Lease; and (iii) The SOCCCD Exchange Parcels Title Policy. (b) To SOCCCD: (i) One (1) fully- executed counterpart of each of the following: (A) the City - SOCCCD Bill of Sale; (B) the SOCCCD -City Bill of Sale; (C) the Amendment to Bill of Sale; (D) the Sublease Amendment; and (E) the Interim Lease; and (ii) The City Exchange Parcels Title Policy. 14 5764 - 44062 \APn36O AGRWTI 136768.6 5/1/13 8.4.4 Retain in Escrow the City ROW Deed and the Bell Avenue Dedication for later recordation pursuant to Section 13.6 below. 8.4.5 Give SOCCCD and City telephonic notice that the Close of Escrow has occurred. 8.5 Post - Closing Matters. After the Close of Escrow, Escrow Holder shall deliver the following: 8.5.1 To City: A copy, as recorded, of the documents recorded pursuant to Section 8.4.2 above, the original of the Nonforeign Transferor Declaration (SOCCCD) and the original of the California Tax Certificate (SOCCCD). 8.5.2 To SOCCCD: A copy, as recorded, of the documents recorded pursuant to Section 8.4.2 above, the original Nonforeign Transferor Declaration (City), and the original California Tax Certificate (City). 8.5.3 To Jackson, DeMarco, Tidus & Peckenpaugh, counsel to SOCCCD: Copies of all documents to be delivered to SOCCCD pursuant to Section 8.5.2 above. 8.5.4 To Kutak Rock, LLP, counsel to City: Copies of all documents to be delivered to City pursuant to Section 8.5.1 above. 8.6 IRS Form 1099 -S. For purposes of complying with Section 6045 of the Code, as amended by Section 1521 of the Code, Escrow Holder shall be deemed the "person responsible for closing the transaction," and shall be responsible for obtaining the information necessary to file and shall file within the time specified with the Internal Revenue Service Form 1099 -5, "Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions." 9. Costs and Prorations. 9.1 Costs to be Paid by SOCCCD. SOCCCD shall pay the following costs: 9.1.1 The portion of the premium for the City Exchange Parcels Title Policy that is SOCCCD's responsibility pursuant to Section 4.1 above; 9.1.2 The premium for the SOCCCD Exchange Parcels Title Policy that is SOCCCD's responsibility pursuant to Section 4.2 above; and 9.1.3 One -half (1/2) of the Escrow fee. 9.2 Costs to be Paid by City. City shall pay the following costs: 9.2.1 The premium for the City Exchange Parcels Title Policy that is City's responsibility pursuant to Section 4.1 above; 9.2.2 The portion of the premium for the SOCCCD Exchange Parcels Title policy that is City's responsibility pursuant to Section 4.2 above; and 15 5764- 44062\A PB360 \AGR MT 1 136763.6 5/1/13 9.2.3 One -half (1/2) of the Escrow fee. 10. Representations and Warranties; Covenants. 10.1 SOCCCD's Representations and Warranties. As a material inducement to City to enter into this Agreement, SOCCCD makes the following covenants, representations and warranties to City set forth in this Section 10.1 as of the date hereof and as of the Close of Escrow. 10.1.1 SOCCCD's Authority to Execute Agreement. SOCCCD hereby represents to City that on and as of the date of this Agreement and on and as of the Close of Escrow, SOCCCD has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by SOCCCD pursuant hereto, and all required action and approvals therefor have been duly taken and obtained for the Close of Escrow. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of SOCCCD shall be duly authorized to sign the same on SOCCCD's behalf and to bind SOCCCD thereto. This Agreement and all documents to be executed pursuant hereto by SOCCCD are and shall be binding upon and enforceable against SOCCCD in accordance with their respective terms. 10.1.2 AS -IS. SOCCCD acknowledges that SOCCCD has inspected the City Exchange Parcels and made its own independent investigation of the same. SOCCCD further acknowledges that it is acquiring the City Exchange Parcels "AS -IS," in reliance solely on its own inspection of the City Exchange Parcels and on City's representations and warranties as set forth herein. 10.2 City's Representations and Warranties. As a material inducement to SOCCCD to enter into this Agreement, City makes the following covenants, representations and warranties to District set forth in this Section 10.2 as of the date hereof and as of the Close of Escrow. 10.2.1 City's Authority to Execute Agreement. City hereby represents to SOCCCD that on and as of the date of this Agreement and on and as of the Close of Escrow, City has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by City pursuant hereto, and all required action and approvals therefor have been duly taken and obtained for the Close of Escrow. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of City shall be duly authorized to sign the same on City's behalf and to bind City thereto. This Agreement and all documents to be executed pursuant hereto by City are and shall be binding upon and enforceable against City in accordance with their respective terms. 10.2.2 AS -IS. City acknowledges that City has inspected the SOCCCD Exchange Parcels and made its own independent investigation of the same. City further acknowledges that it is acquiring the SOCCCD Exchange Parcels "AS -IS," in reliance solely on its own inspection of the SOCCCD Exchange Parcels and on SOCCCD's representations and warranties as set forth herein. 10.3 Interim Lease. Upon the Close of Escrow, City, as lessor, and SOCCCD, as lessee, shall enter into a lease (the "Interim Lease ") of Valencia Parcel No. I and a portion of 16 5764-4-1062 W Pt3360 WGIt NMI 136768.6 5 /1 /13 Valencia Parcel No. 2 for a term of three (3) years. The Interim Lease shall be in the form attached hereto as Exhibit AA. 11. Mutual Releases. 11.1 Mutual Release and Waiver. Except as expressly set forth in this Agreement, City, on the one hand, and SOCCCD, on the other hand, each hereby agrees to and does forever waive, release, acquit and forever discharge the other Party and such other Party's predecessors, successors, subsidiaries and affiliates, and each of their respective elected and appointed officials, officers, directors, shareholders, members, partners, limited partners, agents, attomeys, employees, insurers and affiliates, and each of them, of and from any and all claims, losses, demands, obligations, liabilities, indebtedness, breaches of contract, disclosures, breaches of duty or any relationship, acts, omissions, misfeasance, cause or causes of action, debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, fees, sanctions, losses and expenses of every kind, nature, description or character, and irrespective of how, why or by reason of what facts, which could, might or may be claimed to exist or whatever kind or name, whether known or unknown, suspected or unsuspected, developed or undeveloped, liquidated or unliquidated, which ever existed, now exists or may hereafter exist, each as though fully set forth herein at length, which in any way arise out of, are connected with or relate to the City Conveyance Agreement or the other City Conveyance Documents, except for any obligations expressly set forth in this Agreement, the Development Agreement, the CEQA Processing Agreement, the McCain Agreement, the Bell Agreement, or any of the documents that are attached thereto as exhibits and incorporated by reference therein (all of the Claims released under this Section 11.1 shall be collectively referred to as the "Released Claims "). Each Party each hereby covenants and agrees not to sue or assert, or to cause or assist any other person or entity to sue or assert, any claim or cause of action which is released by the Released Claims or which is based upon the Released Claims. The releases provided under this Section 11.1 shall be effective on the Close of Escrow. Each Party agrees, represents and warrants that it realizes and acknowledges that it may hereafter discover facts, in addition to or different from those which the Party now knows or believes to be true with respect to the subject matter of this Agreement and the Released Claims, and in furtherance of this intention, the releases given herein shall be and remain in effect notwithstanding the discovery of such additional or different facts. Each Party hereby expressly waives any and all rights conferred upon it by the provisions of California Civil Code Section 1542, and expressly consents that this release shall be given full force and effect according to each and all of its express terms and provisions. Section 1542 provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." City Initials SOCCCD Initials 17 5764- 4- 1062 \\P B360\\GRMT 1 136768.6 5/1/13 Each Party hereby understands and acknowledges the significance and consequences of such release and specific waiver of Section 1542 and has been advised by independent legal counsel concerning the same. 11.2 Acknowledgment Concerning Releases. Notwithstanding anything in Section 11.1 above, each Party acknowledges and agrees that the Released Claims do not include any claim seeking to enforce or obtain a remedy for a breach of obligations created by the SOCCCD -City Agreements, or any of the documents that are attached thereto as exhibits and incorporated by reference therein. 11.3 Monument Sign. Without limiting the generality of the releases set forth in Section 11.1 above, effective upon the Close of Escrow, any obligation that SOCCCD may have to construct a monument sign on that portion of the Valencia Parcels generally described as the northeast corner of Red Hill and Valencia Avenues (whether pursuant to the Specific Plan, the conditions of approval for the construction of the Valencia Parcels Improvements, or any other document) shall be abrogated and shall be of no further force or effect. 11.4 Additional Agreements. The Parties further agree: 11.4.1 The settlement and resolution embodied in this Agreement is in good faith and is equitable; 11.4.2 This Agreement, its terms and provisions, and the releases set forth herein have been carefully read in their entirety by each of the Parties, each of which has had the benefit and advice of counsel of its choosing; 11.4.3 In entering into this Agreement and the settlement and releases set forth herein, each of the Parties is acting freely and voluntarily and without influence, compulsion or duress of any kind from any course, including, but not limited to, any other Party, its attorneys, representatives or anyone acting or purporting to act on behalf of any Party; and 11.4.4 Each Party to this Agreement represents and warrants that it has not heretofore assigned, transferred, encumbered or purported to assign, transfer or encumber in whole or in part, any claim, right or other matter transferred or released under this Agreement. 12. Default. 12.1 Events of Default. The failure of a Party (the "Defaulting Party ") to perform any material act to be performed by such Party, to refrain from performing any material prohibited act, or to fulfill any condition to be fulfilled by such Party under this Agreement, or under any agreement referred to herein or attached hereto as an exhibit, within thirty (30) days after written notice of such failure from the Non - Defaulting Party shall be an "Event of Default" by the Defaulting Party with respect to the Defaulting Party's obligations hereunder. 12.2 Remedies. Upon the occurrence of any Event of Default by a Defaulting Party, the non - Defaulting Party shall have such rights or remedies available to it under this Agreement or at law or in equity. 18 5764 -74062 AP13360 \AGRM7\ 1 136768.6 5/1/13 13. Post - Closing Covenants. 13.1 Possession. Possession of the SOCCCD Exchange Parcels shall be delivered to City upon the Close of Escrow, subject only to the SOCCCD Exchange Parcels Permitted Exceptions. Possession of the City Exchange Parcels shall be delivered to SOCCCD upon the Close of Escrow, subject only to the City Exchange Parcels Permitted Exceptions. Except as otherwise provided in the Bell Agreement, each Party shall be solely responsible after the Close of Escrow for demolishing any former military buildings or other improvements located on the Exchange Parcels received by such Party at its sole cost and expense. 13.2 Subsequent Closings. The Parties acknowledge and agree that fee title to the Child Care Parcel and the balance of the Sublease Property shall be conveyed to SOCCCD in one or more "Subsequent Closings" pursuant to the terms of Section 1.3.4 of the Development Agreement. 13.3 County Land Exchange Closing. The Parties agree to cooperate and to execute all documents necessary to consummate the SOCCCD- County Land Exchange pursuant to the County Land Exchange Agreement and Section 17 of the Development Agreement. 13.4 Perimeter Fencing. From and after the Close of Escrow, each Party shall be responsible for erecting and maintaining at its sole expense all perimeter fencing on the parcels acquired by such Party pursuant to this Agreement as required by the SPA, any applicable conditions of approval issued by City affecting the ATEP Site, or by any applicable agreements between SOCCCD and City. The Parties shall equally share the cost of erecting and maintaining any required perimeter fencing on any common property lines. 13.5 Reciprocal Access Agreement. In the event that the Parties mutually determine following the Close of Escrow that a reciprocal access agreement is necessary between Valencia Parcel No. 2 and Valencia Parcel No. 3 (as defined in Section 13.7 below), then the Parties agree to negotiate such reciprocal access agreement in good faith. 13.6 Dedication of Bell Avenue ROW. Either City or SOCCCD shall give Escrow Holder a notice (the "Dedication Notice ") to record the City ROW Deed and the Bell Avenue Dedication upon the first to occur of (a) the delivery by the City to SOCCCD of the "Project Initiation Notice" as defined in the Bell Agreement; or (b) the two (2) year anniversary of the Closing Date. Upon receipt of the Dedication Notice, Escrow Holder shall record the City ROW Deed and the Bell Avenue Dedication (in that order) in the Official Records. 13.7 Acquisition of Valencia Parcel No. 3. The Parties acknowledge that City desires to acquire from SOCCCD that certain 4.53 acre parcel of real property adjacent to Valencia Parcel No. 2 that is identified on the Site Map as Area 10 ("Valencia Parcel No. 3 "). SOCCCD and City agree to negotiate in good faith concerning the purchase price and the other terms and conditions of the acquisition of Valencia Parcel No. 3. In the event that the Parties are able to reach such agreement, then SOCCCD shall give City a credit against the purchase price of Valencia Parcel No. 3 in an amount equal to the "Demolition Avoided Cost" (as defined below). The "Demolition Avoided Cost" shall be equal to Five Hundred Thousand and no /100 Dollars ($500,000.00), and is equal to the amount that SOCCCD would otherwise have spent in order to demolish the helicopter hangar apron and other improvements at or below grade (to a depth of 19 5764- 47062\APB360 \AGRMT\ 1 136768.6 5/1/13 ten (10) feet) on the Warner Parcel if the Exchange had not occurred. In the event that the Parties are unable to reach agreement on the purchase price and the other terms and conditions of the acquisition of Valencia Parcel No. 3 within eighteen (18) months after the Closing Date, then SOCCCD shall pay to City within sixty (60) days after the expiration of such eighteen (18) month period an amount equal to one -half 0/2) of the Demolition Avoided Cost. 14. Miscellaneous. 14.1 Notices. All notices or other communications between City and SOCCCD required or permitted hereunder shall be in writing and personally delivered or sent by certified mail, return receipt requested and postage prepaid, sent by reputable overnight courier (such as Federal Express, UPS or DHL), or transmitted by electronic facsimile transmission (with electronic confirmation of receipt), to the following addresses: If to City: with a copy to: If to SOCCCD: with a copy to: City of Tustin 300 Centennial Way Tustin, California 92780 Attention: Jeffrey Parker, City Manager Telefacsimile No. (714) 838 -1602 Kutak Rock, LLP 1101 Connecticut Avenue N.W., Suite 1000 Washington, D.C. 20036 Attention: George Schlossberg, Esq. Telefacsimile No.: (202) 828 -2488 South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, California 92692 Attention: Debra Fitzsimons, Vice Chancellor of Business Services Telefacsimile No.: (949) 347 -2472 Jackson, DeMarco, Tidus & Peckenpaugh 2030 Main Street, 12th Floor Irvine, California 92614 Attention: Andrew P. Bernstein, Esq. Telefacsimile No.: (949) 752 -0597 A notice shall be effective on the date of personal delivery if personally delivered before 5:00 p.m. or otherwise on the day following personal delivery, or when received, if transmitted by electronic facsimile transmission (with electronic confirmation of receipt), or two (2) business days following the date the notice is postmarked, if mailed, or on the day following delivery to the applicable ovemight courier, if sent by overnight courier. Either Party may change the address to which notices are to be given to it by giving notice of such change of address in the manner set forth above for giving notice. 20 5764 - 44062 \APB360\AGRM1\ 1 136768.6 5/1/13 14.2 Time of the Essence. Time is of the essence of this Agreement and each and every term and provision hereof. 14.3 Interpretation; Governing Law. This Agreement shall be construed as if prepared by both Parties. This Agreement shall be construed, interpreted and governed by the laws of the State of Califomia and the laws of the United States of America prevailing in California. 14.4 Performance of Acts on Business Days. Unless specifically stated to the contrary, all references to days herein shall be deemed to refer to calendar days. In the event that the final date for payment of any amount or performance of any act hereunder falls on a Saturday, Sunday or holiday, such payment may be made or act performed on the next succeeding business day. 14.5 Attorney's Fees. In the event of any legal action or other proceeding between the parties regarding this Agreement (an "Action "), the prevailing party shall be entitled to the payment by the losing party of its reasonable attorneys' fees, expert witness fees, court costs and litigation expenses, as determined by the court. 14.6 Post - Judgment Attorneys' Fees. The prevailing party in any Action shall be entitled, in addition to and separately from the amounts recoverable under Section 14.5 above, to the payment by the losing party of the prevailing party's reasonable attorneys' fees, expert witness fees, court costs and litigation expenses incurred in connection with (a) any appellate review of the judgment rendered in such Action or of any other rating in such Action, and (b) any proceeding to enforce a judgment in such Action. It is the intent of the Parties that the provisions of this Section 14.6 be distinct and severable from the other rights of the Parties under this Agreement, shall survive the entry of judgment in any Action and shall not be merged into such judgment. 14.7 Further Assurances; Survival. Each Party will, whenever and as often as it shall be requested to do so by the other Party, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all such further conveyances, assignments, approvals, consents and any and all other documents and do any and all other acts as may be necessary to carry out the intent and purpose of this Agreement. All covenants and obligations contained in this Agreement which imply or require performance after the Close of Escrow and all representations and warranties of the Parties contained in this Agreement shall survive the Close of Escrow. 14.8 Entire Agreement; Amendments. This Agreement, together with the other written agreements referred to herein, is intended by the Parties to be the final expression of their agreement with respect to the subject matter hereof, and is intended as the complete and exclusive statement of the terms of the agreement between the Parties. As such, this Agreement supersedes any prior understandings between the Parties, whether oral or written. Any amendments to this Agreement shall be in writing and shall be signed by all Parties hereto. 14.9 No Waiver. A waiver by either Party hereto of a breach of any of the covenants or agreements hereof to be performed by the other Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 2t 5764-44062 W PB360\AGRMTI 136768.6 5/1113 14.10 Assignment. Neither Party hereto shall assign its rights under this Agreement without the prior written consent of the other Party, which consent shall be in such Party's sole discretion; provided, however, that notwithstanding the foregoing SOCCCD shall have the right to assign its rights and delegate its obligations hereunder to an entity the board members of which are the same as the members of the Board of Trustees of SOCCCD or to a wholly -owned subsidiary of such an entity. 14.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, representatives, successors and permitted assigns. 14.12 Headings; Cross - References; Exhibits. The headings and captions used in this Agreement are for convenience and ease of reference only and shall not be used to construe, interpret, expand or limit the terms of this Agreement. All cross - references in this Agreement, unless specifically directed to another agreement or document, shall refer to provisions in this Agreement and shall not be deemed to be references to any other agreements or documents. Each of the exhibits attached to this Agreement is hereby incorporated into this Agreement by this reference. 14.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. 14.14 Effective Date. This Agreement shall become effective on the date (the "Effective Date ") this Agreement is executed by the last of the persons required to bind the parties hereto as set forth opposite their respective signatures below. 22 5761- 44162\AP13 360\AG R M I\ 1 136768.6 5/1/13 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date set forth opposite their respective signatures below. DATED: CITY: CITY OF TUSTIN, a California municipal corporation By: Name: Jeffrey C. Parker Title: City Manager APPROVED AS TO LEGAL FORM: By: Name: Title: DATED: SOCCCD: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a California public agency By: Name: Gary L. Poertner Title: Chancellor 23 5764 - 4062 \AP13360 \AGliM 131136768.6 5/1/13 ACCEPTANCE BY ESCROW HOLDER Escrow Holder hereby acknowledges receipt of this fully executed Agreement on the day of , 20_, which date shall be the Escrow Opening Date, and accepts the escrow instructions set forth herein. ESCROW HOLDER: FIRST AMERICAN TITLE INSURANCE COMPANY By: Name: Title: 5764-14062 \ A PB360 \AGR MI11136763.6 5/1/13 EXHIBIT A Site Map 5764-44062\APB360\AGRMPI 136768.6 511113 l [Area 1 8 Ac --s-r:CP — — Trea12A 8 Aa Area 2 6.0 Ac AND ISHEFAFFS TRAINING FACILITY NOT A PAtf1 I ArilMI Area 12B 3.2 Ac FUlUFIE PRIVATE DMD USE DEVELOPMENT NOT A PART HIED ------------- EXISTING ---------- EXISTING CITY OF WSTiN 1&40 AP ATEP 10.04 Ac Area 5 I 1.1 Acc Lrea 3 AVENUE— Area 9 -------------- .3 Ac � - I A� f I I PROPMED - -SD ATEP 3 I I 0.67 AC OnANGE COUNTY FIESCUE, NOT, A PART Area 11 0.17 Ac -1 Area 13 3.2 Ac !ICITY TUSTN 1 Ac �+ 4F ORANGE I� AB6R® BE«FB]EE A Purr I Area 6 fl Ac CS©1L'TINC� I I PARCEL W.41 - - ti PP POSED _ 800000 OEM Area 7 I I offy OF TUW 38a9 A0 _ MROFOSED 12.013 FSC I 2-98 AC EE -L AVF Ffi/W L.L.A.3.76 AC lNS7. NCS. 2Ritael�dit3d6E l�.FL -= E141ETIN{ _ fhCL IV -J-& P C66ED am I LEA6E (L FCC} Ac 1 SOCOCD I ATEP A I \ 5'16 Ac - ---- C PR Area 4 Area 10 I ISOODM ATE N x EgenNcl 1 4.53 ac 4.53 Ac pA iv N SOC © E 'a''e`w SII EMiSI7NQ '1 PZL mI LEABE 10 ASD Lumma : G3rY OF TUBTIN COUNTY PARCEL 2W CARE I �, Area 14 ?.3i AG I 3.4C 10 Ac Area 1.5' Ill ,Ai Area $ –{III 2.37 Ac 4 ORANGE COUNTY — UREAM REGIONAL PARK — NOT A PART I � Advanced Technology Exchange MapEduc tion Park EXHIBIT B Legal Description of Warner Parcel Area 1 on Site Map 5764-4062 \ APB360 AG R M'I\ I 1 36768.6 5/1/13 piczBkr th O. +eery Suv'.fYOPS PtA ++l PS LEGAI. DESCRIPTION OF AREA NO. I Tustin, CA Portion of APN: 430 - 283 -16 April 19, 2013 LIEF No. 20122006 -13 Page 1 oft Real property situated in the City of Tustin, County of Orange, State of California. described as follows: Being a portion of PARCEL I -E -I.I as said parcel is described in that certain document entitled "QUII' CLAIM DEED AND ENVIRONMENTAL. RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471" filed for record on April 29, 2004 in Doe. No. 2004000369376. Records of Orange County, more particularly described as follows; BEGINNING at the most southerly corner of said I- E -I.I, 'thence along the southwesterly line of said PARCEI. 1 -E -I.I the following eight (8) courses: I. North 48 °3252" \Vest, 200,55 feet to the beginning ofa tangent curve having a radius of 2285.06 feet; 2. Along said curve. through a central a vir 0100°-1 3'09". for an are length ol''_S.6S feet: 3. North 40 °50'28" East, 21.07 feet: 4. North 49`09'3"' West, 15,93 feet: 5. South 40 °50'24" West, 20.64 feet to the beginning ofa non - tangent cure concave to the northeast, having a radius of 2285.06, to which point a radial line bears South 42°34'15- West; 6. Northwesterly along last said curve, through a central angle of 04°29'36". for an arc length of 179.20 feet; 7. North 42`56'09" \Vest, 58.86 feet; North 42 °56'09" West 37.23 feet to tie northwesterly line of said PARCEL I - E -I.1; 'thence leaving said southwesterly line and along last said northwesterly line the following three (3) courses: I. North 40"39'15" East. 624.98 feet; 2. North 49 °20'45" West, 230.46 feet; .. North 40 °39'15" East, 30.66 feet: Page 1 of 2 Thence leaving said northwesterly line, South 49'20'45" Fast, 358.31 feet -Thence South 40 "39'15" West, 20.88 feet: Thence South 49'20'45" East, 213.37 feet to the southeasterly line of said PARCEL I -E -1, I: Thence along said southeasterly line the following three (3) courses: 1. South 39 °5l'45" West, 305.52 feet: 2. South 50 °08'15" East, 173.58 feet; 3. South 40 °39'I5" West, 359.25 feet to the POINT OF BEGINNING. Containing a n area of 295,627 square feet, 6.787 acres more or less. Being a portion of Assessor's Parcel Number 430 - 283 -16 As shown on "Schedule I" attached hereto and made a part hereof. For: IiKP Engineers By: Davis Thresh, P.L.S. No. 6868 License expires: 09 -30 -2014 Dale: 4 -19- 20/3 K :Siv12■220011 , 13 ATLI' Land Swap Plats \nwl P\IAIN`d.fOAtSWAND I'xt iIANGI: I.d°c Page 2 of 2 CITY OF TUSTIN APN: 430 - 283 -18 N 40'39'15' E 30.66' N 40'39'15" E 624.98' N 42'56'09" W 37.23' N 42'56'09" W / 58.36' SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 283 -16 5 4039'15" W �N 47'03'51" E(R) PARCEL 1 -E -1.1 DOC. NO. 2004000369376 20,88 R= 2285.06' A= 4'29'36" L =179.20' S 42'34'15" W(R) L3 .-L3 L2 N 42'10'17" E(R) R= 2285.06' \ ' L =28.68' N 41_27'08_W(R1 LAND EXCHANGE AREA NO. 1 295,627 sq. ft. ± 6.787 acres± 5 39'51'45" W 305.52' CO LINE TABLE LINE BEARING LENGTH L1 N 40'50'28" E 21.07' L2 N 49'09'32" W 15.93' L3 S 40'50'28" W 20.64' POINT OF BEGINNING 5 40'39'15" W 359.25' K: \SUR12'422006.13 PLATS \LAND SWAP 1.DWG n w m RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT AND SHERIFFS TRAINING FACILITY APN: 430 -283 -19 �Bkt EINEM 1Eanmae I�u® 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 714 - 415 -0500 714- 415 -0599 (FAX) Subject SCHEDULE 1 LAND EXCHANGE AREA 1 Job No 20122006 -13 By RL Dote 4/19/13 Chkd.WS SHEET 1 OE 1 Parcel name: AREA 1 North: 2205311.3652 Line Course: N 48 -32 -52 W North: 2205444.1283 Curve Length: 28.68 Delta: 0 -43 -09 Chord: 28.68 Course In: N 41 -27 -08 E RP North: 2207156.7991 End North: 2205463.2499 Line Course: N 40 -50 -28 E North: 2205479.1899 Line Course: N 49 -09 -32 W North: 2205489.6075 Line Course: S 40 -50 -28 W North: 2205473.9928 Curve Length: 179.20 Delta: 4 -29 -36 Chord: 179.15 Course In: N 42 -34 -15 E RP North: 2207156.8060 End North: 2205600.2714 Line Course: N 42 -56 -09 W North: 2205643.3638 Line Course: N 42 -56 -09 W North: 2205670.6205 Line Course: N 40 -39 -15 E North: 2206144.7651 Line Course: N 49 -20 -45 W North: 2206294.9079 Line Course: N 40 -39 -15 E North: 2206318.1683 Line Course: S 49 -20 -45 E North: 2206084.7323 Line Course: S 40 -39 -15 W North: 2206068.8916 Line Course: S 49 -20 -45 E North: 2205929.8828 Line Course: S 39 -51 -45 W North: 2205695.3103 Line Course: S 50 -08 -15 E North: 2205583.9223 Line Course: S 40 -39 -15 W North: 2205311.3753 East : 6079756 Length: 200.55 Length: Length: Length: Length: Length: Length: Length: Length: Length: Length: Length: Length: Length: Length: East : Radius: Tangent: Course: Course Out: East : East : 21.07 East : 15.93 East : 20.64 East : Radius: Tangent: Course: Course Out: East : East : 58. 86 East : 37.23 East : 624.98 East : 230.46 East : 30.66 East : 358.31 East : 6 20.88 East 213.37 East : 305.52 East : 173.88 East : 359.25 East : .1863 6079605.8725 2285.06 14.34 N 48 -11 -17 W S 42 -10 -17 W 6081118. 5714 6079584.4950 6079598.2741 6079586.2226 6079572.7248 2285.06 89. 65 N 45 -10 -57 W S 47 -03 -51 W 6081118.5705 6079445.6392 6079405.5450 6079380.1847 6079787. 3540 6079612.5142 6079632.4890 079904.3229 6079890.7198 6080052. 5941 6079856.7719 6079990.2395 6079756. 1911 Perimeter: 2879.47 Area: 295,626.69 sq. ft. 6.787 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure: 0.0112 Course: N 25 -35 -53 E Error North: 0.01011 East : 0.00484 Precision 1: 257,095.54 4- le-1015 EXHIBIT C -1 Legal Description of Valencia Parcel No. 1 Area 9 on Site Map 5764- 44062\AP 3360\AGRM'1 \1 136768.6 5/1/13 :�. BhF Eucwata Swvtrou Pu•.•.i ;t 1.1• :GA1. DESCRIPTION OF AREA NO. 9 Tustin, CA Portion of APN: 430- 282 -13 April 19, 2013 liKE No. 20122006 -13 Page I ol'2 Real property situated in the City of Tustin. County of Orange, State of California, described as follows: Being all of PARCEL I -N -3 as said parcel is described in that certain document entitled "QUITCLAIM DELI) E AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471" filed for record on May 14, 2002 in f )o c. No. 20020404595. Records of Orange County, more particularly described as follows; COMMENCING at the most southeasterly comer of said PARCEL 1-E-3; "[hence along the southeasterly line nl'said PARCEL I -P -3 the following two (2) courses: I. South 40°40'06" West, 123.89 feet; 2. South 87'33'5([" West. 36.69 feet to the southwesterly line of said PARCEL 1 -1i -3: 'I hence le ,vin❑ said southcasterl the and alone said southwesterly tine the I'ollovim. right 151 cols \rs: I. North 45`10'56' West, 0.92 feet to de beginning ol'a tangent curve. concave northeasterly, haying a radius of 1- 13.5(1 feet: 2. Northeasterly along said curve, through a central angle of 17°46'19", for an are length of 31.99 feet; North 32'N'37" West. 25.61 feet to the beginning ol'a tangent curve, concave southwesterly, having a radius of 159.511 feet; Northwesterly along said curve, through a central angle of 1 1025.16 ". for an arc length of 31.79 feet: 5, North 43`49'53" \Vest, 42.11 feet to the beginning of a tangent curve, concave southwesterly, having radius of I4(md,04 feet 6. Northwesterly along said curve, through a central angle of 05 °30'I I ", for an arc length of 140.62 feet: 7. North 49 "20'04" \Vest, 1 5.29 feet; S. North 0.1 °20'50" \Vest. 30.78 reel to the northwesterly line of said PARCEI. 1-E-3. 'thence leaving said southeasterly line and along said northwesterly line the lnllowing three (3) courses: I. North 40 °38'20" East, 50.00 feet; South 49 °21'31" East, 12.00 Feet: North 40 °3S'29" East, 41.13 feet to the northeasterly line of said PARCEL 1 -E -3: Page 1 of 2 Thence leaving said northwesterly line and along said northeasterly line. South 49'19'54" East, 338.24 feel to the POINT OF BEGINNING. Containing an area (11 43,597 square feet or 1.01)1 acres more or less. Being a portion of Assessor's Parcel Number 430-282-13 M shown on "tichedtde I" attached hereto and made a part hereof. For: 13K!7 Engineers By: Davis 'thresh, P.I..5. No. 6868 license expires: 09- 30.2014 Date: 4- ih -zet3 csk •t 0A I:.:Surt2■12209e.l3 Alit Ini„I Swap PI,is D \G MAIN•I.CGAI S 1 , \Nn [XCI!ANff[ `&an: Page2of2 RED NOLL &V RDI R= 1464.04' A= 5'30'11" L= 140.62'" W&LEGIC0§1 LIVERW LI L4 L6 L71 L8 m SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-282-13 PARCEL 1 -E -3 DOC. NO. 20020404595 - LAND EXCHANGE L3 AREA NO. 9 cz 43,597 sq. (1± 1.001 acres ± 1.2 CI S 87'33'50" W 36.69' P.O.B. LEGEND P.O.B. POINT OF BEGINNING S 40'40'06" V! 123.89' LLaDOW7HE IOW PROPOSED AREA 7 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 282 -11 K: \SURI2 \12206 -13 PLATS \LAND SWAP 9.DW0 CITY OF TUSTIN APN: 430 - 282 -26 CURVE TABLE CURVE RADIUS DELTA LENGTH C1 143.50' 12'46'19" 31.99' C2 159.50' 11'25'16" 31.79' LINE TABLE LINE BEARING LENGTH L1 N 4510'56' W 9.92' L2 N 3224137" W 28.61' L3 N 43'49'53" W 42.11' L4 N 4920'04" W 15.29' L5 N 04'20'50" W 36.78' L6 N 40'38'29" E 50.00' L7 S 4921'31" E 12.00' LB N 40'38'29" E 41.13' PLAT TO ACCOMPANY LEGAL DESCRIPTION �BKF Emir= IsunTae IPUIit 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 714- 415 -0500 714- 415 -0599 (FAX) Subject SCHEDULE 1 LAND EXCHANGE AREA 9 Job No. 20122006 -13 By RL Date 4/19/13 Chkd WS SHEET 1 OF 1 Parcel name: AREA 9 North: 2207964.6430 Line Course: S 40 -40 -06 W North: 2207870.6731 Line Course: S 87 -33 -50 VI North: 2207869.1135 Line Course: N 45 -10 -56 W North. 2207876.1057 Curve Length. 31.99 Delta. 12 -46 -19 Chord Course In RP North End North Line Course: N 32 -24 -37 VI North: 2207925.1383 Curve Length: 31.79 Delta: 11 -25 -16 Chord: 31.74 Course In: S 57 -35 -23 W RP North: 2207839.6498 End North: 2207950. 1097 Line Course: N 43 -49 -53 W North: 2207980.4870 Curve Length: 140.62 Delta: 5 -30 -11 Chord: 140.56 Course In: S 46 -10 -07 W RP North: 2206966.5830 End North: 2208077.0957 Line Course: N 49 -20-04 W North: 2208087.0593 Course: N 04 -20-50 W North: 2208123.7335 Course: N 40 -38 -29 E North: 2208161.6736 Course: S 49 -21 -31 E North: 2208153.8577 East : Course: N 40 -38 -29 E Length: 41.13 North: 2208185.0672 East : Course: S 49 -19 -54 E Length: 338.24 North: 2207964.6432 East : 31.92 N 44 -49 -04 E 2207977.8977 2207900.9 Line Line Line Line Line East : 608101 Length: 123.89 East : Length: 36.69 East : Length: 9.92 East : Radius: Tangent: Course: Course Out: East : East : Length: 28.61 East : Radius: Tangent: Course: Course Out: East : East : Length: 42.11 East : Radius: Tangent: Course: Course Out: East : East : Length: 15.29 East : Length: 36.78 East : Length: 50.00 East : Length: 12.00 Perimeter: 939.06 Area: Mapcheck Closure - (Uses Error Closure: 0.0055 Error North: 0.00021 Precision I: 170,738.18 6.4094 6080935.6728 6080899.0160 6080891.9792 143. 50 16.06 N 38 -47 -46 II S 57 -35 -23 Vi 6080993. 1258 6080871. 9786 6080856. 6442 159.50 15.95 N 38 -07 -15 W N 46 -10 -07 E 6080721. 9892 6080837.0495 6080807.8867 1464.04 70.36 N 46 -34 -58 W N 40 -39 -56 E 6079751.7562 6080705.7869 6080694.1890 6080691.4011 6080723.9672 6080733.0728 6080759.8617 6081016.4149 43.596.69 sq. ft. 1.001 acres listed courses, radii, and deltas) Course: N 87 -48 -39 E East : 0.00554 4.tl.z.a3 EXHIBIT C -2 Legal Description of Valencia Parcel No. 2 Area 7 on Site Map 5764-4-1062 \A I' 13360\AG R M 711 1 3 676 8.6 5/1/13 BkF tF.-i F iOS. Supt/ o's fl /F%;;$ LEGAL DESCRIPTION OF AREA NO.7 Tustin, CA Portion of APN: 430-282-11 April 19, 2013 BKF No. 20122006 -13 Page I oft Real property situated in the City of'R:stin. County of Orange, Stale of California, described as follows: l3eing a portion of PARCEL IV -J -4 as said parcel is described in that certain document entitled "SHORT FORM NOTICE OF LEASE IN FURTHERANCE OF CONVEYANCE.' filed tin record on May 14. 2002 in Doc. No. 20020404590, Records of Orange County, more particularly described as ad lows: COMMENCING at the most northerly confer of said PARCEL IV -J -4; 'thence along the northeasterly line of said PARCEL IV-J-4. South 49 °10'56" East. 389.01 feet: Thence leaving said northeasterly line. South 40 °40'06" West, 325.27 feet In the southwesterly line of said PARCEL. IV -J -4; Thence along said souddee.stcrly line. the following three (31 courses: North 49° 19'54" Wes:. 1 29.98 feet to the beginning of a tangent cone concave to live not theast having a radius of 3092.59 feet; 2. .long said curve, through a central angle of 2°18'08 for an arc length of 124.26 feet to the beginning of a reverse curve having a radius of 3108.59 feet: 3. Along said reverse curve. through a central angle of 2 °18'03", for an arc length of 1 24.83 feel: Thence leaving said southwesterly line and along the northwesterly line olsaid PARCEL IV -J -4 the following four (4) courses: I. North 04 °22'13" West. 35.33 feet: 2. North 40 °40'06" East, 237.97 feet: North 85 "40'05" East, 21.21 feet: 4. North 40 °40'06" East, 43.35 feet to the POINT OF BEGINNING. Page I oft Containing an area of I29.80lsquare feet or 2.981/ acres more or less. Tieing a portion of Assessor's parcel Number 430-282-II As 5110Wn on "Schedule I" attached hereto and made a part hereof. Par: III< F I neineers By: Davis Thresh, P.L.S. No. 6868 License expires: 09-30-2014 Date: 4 - -zai3 '1 41 K: Su.12,1220O6.13 A'l11' I and Sv.ail rUiiIAVG.XIA IN II'( ;AI S•t ANTI I'S(- ILW(il: i.Ji. Page 2 of 1 MQLEMCOQ STREET R=3108.59' a= 2'18'03" L= 124.83' R =3092.59' A=2'18'08" L =124.26' S 40'40'06" W (R) ILLMOOVNE ROM N 85 N 40'4006 E 237.97' N 04'22'13" W 35.33' NN 40'40'11" E (R) N 40'40'06" E 43.35' LAND EXCHANGE AREA NO. 7 129,801 sq.ft.± 2.980 acres/ PARCEL IV -J -4 DOC. NO. 20020404590 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 282 -11 S 40'40'06" W 325.27' PROPOSED AREA 10 K: \SURI 2 \122006 -13 PLATS \LAND SWAP 7.DWG '40'05" E 21.21' PLAT TO A P.0.8 CITY OF TUSTIN APN: 430 - 282 -26 C m m n 41 ID 0 m to LEGEND P.O.B. POINT OF BEGINNING CCOMPANY LEGAL DESCRIPTION -7,1 g Eames Ifunn= /Pumas 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 714 - 415 -0500 714- 415 -0599 (FAX) Subject SCHEDULE 1 LAND EXCHANGE AREA 7 Job No 20122006 -13 By RL Dote 4/19/13 Chkd.WS SHEET 1 OF 1 Parcel name: AREA 7 North: 2208044.3413 Line Course: S 49 -10 -56 E North: 2207790.0628 Line Course: S 40 -40 -06 W North: 2207543.3473 Line Course: N 49 -19 -54 W North: 2207628.0526 Curve Length: 124.26 Delta: 2 -18 -08 Chord: 124.26 Course In: N 40 -40 -06 E RP North: 2209973.7655 End North: 2207710.9047 Curve Length: 124.83 Delta: 2 -18 -03 Chord: 124.82 Course In: S 42 -58 -14 W RP North: 2205436.3367 End North: 2207794.1364 Line Course: N 04 -22 -13 W North: 2207829.3637 Line Course: N 40 -40 -06 E North: 2208009.8627 Line Course: N 85 -40 -05 E North: 2208011.4648 Line Course: N 40 -40 -06 E North: 2208044.3455 East : 6081183.7633 Length: 389.01 East : 6081478. 1631 Length: 325.27 East : 6081266.1914 Length: 129.98 East : 6081167.6022 Radius: 3092.59 Tangent: 62. 14 Course: N 48 -10 -50 Y1 Course Out: S 42 -58 -14 W East : 6083182.9791 East : 6081075.0004 Radius: 3108.59 Tangent: 62.42 Course: N 48 -10 -47 W Course Out: N 40 -40 -11 E East : 6078956.1157 East : 6080981.9766 Length: 35. 33 East : 6080979.2844 Length: 237.97 East : 6081134.3645 Length: 21.21 East : 6081155.5139 Length: 43.35 East : 6081183.7642 Perimeter: 1431.21 Area: 129, 800.59 sq. ft. 2.980 acres Mapcheck Closure - (Uses listed courses. radii, and deltas) Error Closure: 0.0043 Course: N 12 -31 -42 E Error North: 0.00416 East : 0.00092 Precision 1: 332,839.53 ¢- l9frZvi5 EXHIBIT D Legal Description of Child Care Parcel Area 8 on Site Map 5764-44062 \ APB360 AGRNM1 1 36768.6 5/1/13 :•: BkF Ens. %tees Sutn vopS PLANK es LEGAL. DISC'.RIPTION OF AREA NO. S 'Dustin, CA Portion of APN: 430 -283 -10 April 19, 2013 lBRE No. 20122006 -13 Page I of I Real property situated in the City of Tustin, County of Orange. State of Calilia'nia, described as follows: Being all of PARCEL IV -.I -7 as said parcel is described in that certain document entitled "SHORT FORM NOTICE OF LEASE IN FURTHERANCE OF CONVEYANCE" filed for record on May 14, 2002 in Doe. No. 20020404590, Records of Orange County, more particularly described as follows; COMMENCING at the most southeasterly corner of said PARCEL IV -J -7; Thence along the southeasterly line of said PARCEL IV -J -7. the following two (2) courses: I . South 71 °36'25" West, 351.77 feet; 2. North 77 °38'59" West, 58.48 feet to the westerly line of said PARCEL IV -J -7: Thence leaving said southwesterly line and along said westerly line, North I89)4'2S" East, 409.85 feet Io the beginning ofa non - tangent curve concave to the north. having a radius of 341.00 feet, to which point a radial line hears South 03°32'49" \Vest, said point being on the northerly line of said PARCEL Thence southeasterly and easterly along said curve, along said northerly line. through a central angle of 29°43'51", for an are length of 176.95 feet to the easterly line ot'said PARCEl. 1V-1-7: Thence leaving said northerly line and along said easterly line of said PARCEL IV -.I -7, South 15 °49'01" East, 338.29 feet to the POINT OF BEGINNING. Containing an area of 103,322 square feet or 2.372 acres more or less. Being all of Assessor's Parcel Number 430-283-10 As shown on "Schedule I" attached hereto and made n part hereof. For: BICF Engineers I3v: Davis Thresh, P.L.S. No. 6868 license expires: 09 -30 -2014 Date: 1, ZD13 on, A''Surl2.I'D10N,.13ATIiI' t.aiul Soap 19 ;tlxIm'G.NIAINtl t, AIS'LANI) tXl'I I ANVILS a,c Page I of I SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 283 -16 N 77'38'59" W 58.48' COUNTY OF ORANGE SHERIFFS TRAINING CENTER APN: 430 -283 -11 R= 341.00' A= 29'43'51- L= 176.95' LAND EXCHANGE AREA NO. 8 103,322 sq. ft.± 2.372 acrest PARCEL IV -J -7 4 DOC. NO. 20020404590 450 CITY OF TUSTIN o^ APN: 430-283-10 K: \SUR12 \122006- 13PLATS \LAND SWAP 8.DWG P.0.6. 5 % N 2 LEGEND P.O.B. POINT OF BEGINNING PLAT TO ACCOMPANY LEGAL DESCRIPTION BkF 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 714 - 415 -0500 714 -415 -0599 (FAX) Subject SCHEDULE 1 LAND EXCHANGE AREA 8 Job No 20102006 -13 By RL Date 4/19/13 Chkd WS SHEET 1 OF 1 Parcel name: AREA 8 North: 2206660.9692 Line Course: S 71 -36 -25 W North: 2206549.9738 Line Course: N 77 -38 -59 W North: 2206562.4820 Line Course: N 18 -04 -28 E North: 2206952.1076 Curve Length: 176.95 Delta: 29 -43 -51 Chord: 174.97 Course In: N 03 -32 -49 E RP North: 2207292.4544 End North: 2206986.4469 Line Course: S 15 -49 -01 E North: 2206660.9655 Line Course: N 71 -26 -42 E North: 2206660.9655 East : 6081739.7489 Length: 351.77 East : 6081405.9493 Length: 58.48 East : 6081348.8227 Length: 409.85 East : 6081475.9796 Radius: 341.00 Tangent: 90. 51 Course: N 78 -40 -53 E Course Out: S 26 -11 -02 E East : 6081497.0761 East : 6081647.5435 Length: 338.29 East : 6081739.7495 Length: 0.00 East : 6081739 7495 Perimeter: 1335.34 Area: 103, 322.46 sq. Mapcheck Closure - (Uses listed courses. rad Error Closure: 0.0038 Course: Error North: - 0.00373 East : Precision 1: 351.405.26 ft. 2.372 acres ii, and deltas) S 08 -14 -02 E 0.00054 EXHIBIT E -1 Legal Description of Portion of Red Hill Parcels North of Future Bell Avenue Area 6 on Site Map 5764- 44062 \AP9360 \A( ;RMI\1136768.6 5/1/13 En ',iE RS• Su2vEYCRS PLAY'•t RS LEGAI. DESCRIPTION FOR AREA NO.6 Tustin, CA Portion of AI'N: 430- 283 -18 April 19, 2011 I3KP No. 20122006 -13 Page I of I Real property situated in the City of Tustin. County of Orange. State of California. described as follows: Being a portion of PARCEL 1 -li -I and PARCEL I -E -2 as said parcels are described in that certain document entitled "QUITCLAIM DEED E AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471" filed for record on May 14, 2002 in Doc. No. 20020404595, Records of Orange County, more particularly described as follows; COMMENCING at the most northerly corner of said PARCEL I -E -2: Thence along the northeasterly line of said PARCEL I -E -2 and said PARCEL I -N -I, South 49 °06'05" East, 595.92 feet to southeasterly line of I- li -2.I, as said parcel is described in that certain LOT LINE ADJUS'T'MENT NO. LLA 03-01, filed for record on April 15, 2003 in Document No. 2003000418455, Orange County Records; Thence leaving said northeasterly line and :long said southeasterly line, South 411'39'15" West. 213.55 feet: Thence leaving last said line, North 50 °483I" West, 356.61 feet; Thence North 49°22'21" \Vest, 212.29 feet; Thence North 03 °45'03" West. 35.64 feet to the northwesterly line of said PARCEL 1-E-2; Thence along said northwesterly line, North 40 °37'39" East, 197.68 feet to the POINT OF BE( ;INNING. Containing an arca of 131,443 square feet or 3.018 acres more or less. Being a portion of Assessor's Parcel Number 430-283-IS As shown on "Schedule 1" attached hereto and made a part hereof. For: BRF Engineers By: Davis Thresh, P.L.S. No. 6S6S License expires: 09 -30 -2014 Date: 4- 19 -2oi3 tit f •• . . j 1.1.1:66?WtE !4 tl rte. Fri K . \art 2tt?20116 13 Al VP Emit! Snap rlatcowe PeatA IN ,1 \'flat sif t, doe' Page I of I ICED NOLL AVENUE N 40'37'39" E 197.68' CITY OF TUSTIN APN: 430 - 283 -18 DOC. NO. 20020404595 PARCEL 1 -E -2 LEGEND R0.0. POINT OF BEGINNING PARCEL 1 -E -1 EM E W 4a o gt a 0 a © N 03'45'03" W 38.64' N 49'22'21" W 212. LAND EXCHANGE AREA NO. 6 131,443 sq. ft.± 3.018 acres N 50'48'31" W 356.61' S 40'39'15" W 213.55' SOUTHEASTERLY UNE OF 1 -E -2.1 LOT LINE ADJUSTMENT 03 -01 DOC. NO. 2003000418455 w SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430- 283 -16 K: \SUR12 \122006-13 PLATS \LAND SWAP 6.1)WC PLAT TO ACCOMPANY LEGAL DESCRIPTION 7BkF Eames I summon Rube 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 714- 415 -0500 714 -415 -0599 (FAX) Sub 'ect SCHEDULE 1 LAND EXCHANGE AREA G Job No. 20122066 -13 By RL Date 4/19/13 Chkd.WS SHEET 1 OF 1 Parcel name: AREA 6 North: 2207254.7537 Line Course: S 49 -06 -05 E North: 2206864.5915 Line Course: S 40 -39 -I5 W North: 2206702.5806 Line Course: N 50 -48 -31 17 North: 2206927.9270 Line Course: N 49 -22 -21 17 North: 2207066.1572 Line Course: N 03 -45 -03 YI North: 2207104.7144 Line Course: N 40 -37 -39 E North: 2207254.7454 East : 6079955.0606 Length: 595.92 East : 6080405.4982 Length: 213.55 East : 6080266.3722 Length: 356.61 East : 6079989.9853 Length: 212.29 East : 6079828.8660 Length: 38.64 East : 6079826.3382 Length: 197.68 East : 6079955.0553 Perimeter: 1614.70 Area: 131,443.05 sq. ft. 3.018 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure: 0.0098 Course: S 32 -25 -39 W Error North: - 0.00830 East : - 0.00527 Precision 1: 164,764.29 4- ( 9- ro t 3 EXHIBIT E -2 Legal Description of Portion of Red Hill Parcels South of Future Bell Avenue Area 2 on Site Map 5764-44062 \ APB360V1612M111 1 36768.6 5/1/13 :Bkf :ea4[UUS SuRtYc S :P.A•,s ;iS LEGAL DESCRIPTION OF AREA NO. 2 Tustin, CA Portion of APN: 430-283-18 April 19, 2013 BR I' No. 20122006-13 Page I oft Real property situated in the City ol"1'ustin, County of Orange. State of California. described as follows: Being a portion of PARCEL 1 -f_ -I and PARCEL I -E-2 as said parcels are described in that certain document entitled "QUITCLAIM DEED E AND ENVIRONMENTAL. RESTRICTION Pt tit sUANT'rO CIVIL CODE SECTION 1471" filed for record on May 14, 2002 in Doe. No. 20020404595, Records of Orange County, more particularly described as follows; COMMENCING at the most northerly corner of said PARCEL 1-E-2, Thence along the northwesterly line of said PARCEL I -li -2, South 40°37'39" Nest 344.26 Icet to the TRUE POINT OF BEGINNING; Thence leaving said northwesterly line of said PARCEI. I -F. -2, North 84'32'48" Fast 37.44 Piet; Thence South 49'22'21" Last. 214.50 tee: Thence South 50'4831" Last, 355.-12 feet to the southeasterly line of PARCIEI. I - L -2.I, as said parcel is described in that certain LOT LINE ADJUSTMENT NO. LI.A 03 -01, filed for record on April 15. 2003 in Document No. 2003000418455, Orange County Records: Thence along last said southeasterly line the following three (3) courses: L South 40 °39'15" West, 187.88 fee( 2. North 48`56117" West. 230.46 feet; 3. South 40`39'15" West, 426.35 feet; Thence leaving said southeasterly line, North 49 °20'45" West, 360.03 !eel to said northwesterly line of said PARCEL I -E-2; T'her'e along last said northwesterly line the following three (3) courses: 1. North 10`37'39" East, 376.02 feet; 2. North 49'22'21" West, 5.00 feet; 3. Noah 40 °37'39" Last. 200.42 feet to the'I'RIM POINT OF BB(BNNINU. Page I of 2 Containing an area of 260.773square feet or 5.987 acres more or less. Being a portion of Assessor's Pureel Number 430 - 283 -18 As shown on "Schedule I" attached hereto and made a part hereof. For: BKF Engineers By: ,; I L;•d e2't'.[uif it Davis Thresh, P.L.S. No. 6868 4 `{ License expires: 09 -30 -2014 Dale: 4— t q - tat m n `'\ "CIA ;fgat .. Cla. a i-aa . K'Swi2l22IXr I) A Il-I' I and Snap tins I AV \IAIN`.I.f.(;: \IS.I.ANI) I:XI'l l: \NGI 2dnc Page 2of2 wEDD CJfl AVE ME CITY OF TUSTIN N 40'37'39 E 376.02' T.P.O.B S 40'37'39" W N 40'37'39" E 200.42' \ / 344.26' In a b N Z �N 49'22'21" 'a 5.00' H 84'32'48" E 37.44' CITY OF TUSTIN APN: 430 - 283 -18 LAND EXCHANGE AREA NO. 2 260,773 sq.ft.± 5.987 acrest DOC. NO. 20020404595 S 40'39'15" W 426.35' 0 m N PARCEL 1 -E -2 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN:430- 283 -16 LEGEND P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING K: \SUR12 \122006.13 PLATS \LAND SWAP 2.DWG M PARCEL 1 -E -1 S 40'39'15" W 187.88' P.O.C. C 0 PROPOSED) (SELL[. 0 W Ut O O a. a. SOUTHEASTERLY LINE OF 1 -E -2.1 LOT LINE ADJUSTMENT 03 -01 DOC. NO. 2003000418455 PLAT TO ACCOMPANY LEGAL DESCRIPTION 'BKF hoof I IImmc71 IPLA 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 714- 415 -0500 714 - 415 -0599 (FAX) Subject SCHEDULE 1 LAND EXCHANGE AREA 2 Job No 20122006.13 By RL Dale 4/19/13 Chkd.WS SHEET 1 OF 1 Parcel name: AREA 2 North: 2206993.4689 East : 6079730.8944 Line Course: N 84 -32 -48 E Length: 37.44 North: 2206997.0270 East : 6079768.1650 Line Course: S 49 -22 -21 E Length: 214.50 North: 2206857.3578 East : 6079930.9617 Line Course: S 50 -48 -31 E Length: 355.42 North: 2206632.7634 East : 6080206.4262 Line Course: S 40 -39 -15 N Length: 187.88 North: 2206490.2271 East : 6080084.0239 Line Course: N 48 -56 -17 VY Length: 230.46 North: 2206641.6104 East : 6079910.2571 Line Course: S 40 -39 -15 W Length: 426.35 North: 2206318.1576 East : 6079632.4936 Line Course: N 49 -20 -45 W Length: 360.03 North: 2206552.7141 East : 6079359.3548 Line Course: N 40 -37 -39 E Length: 376.02 North: 2206838.0979 East : 6079604.1959 Line Course: N 49 -22 -21 YI Length: 5.00 North: 2206841.3535 East : 6079600.4011 Line Course: N 40 -37 -39 E Length: 200.42 North: 2206993.4641 East : 6079730.9023 Perimeter: 2393.51 Area: 260.772.87 sq. ft. 5.987 acres Mapcheck Closure - (Uses listed courses, radii, and deltas)"° Error Closure: 0.0092 Course: S 58 -21 -38 E Error North: - 0.00485 East : 0.00787 Precision 1: 260.165.22 4 .te9- zel3 EXHIBIT F -1 Legal Description of SOCCCD ROW Fee Property Area 4 on Site Map 5764-4-1062 \ A P 13360 \AG R M T I 1 36768.6 5/I/13 �BkF 1r. :15 os Strovn es 21.w.tos LEGAI, DESCRIPTION OF AREA NO. 4 Tustin, CA Portion of AI'N: 430- 283 -I6 April 19, 2013 BKI No. 20122006 -I 3 Page I of 1 Real property situated in the City of Tustin, County of Orange, State of California, described as follows: Being a portion of PARCEL 1 -E-I.1 as said parcel is described in that certain document entitled -QUITCLAIM DEED AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471" filed for record on April 29, 2004 in Doc. No. 20041000369376. Records of Orange County, more particularly described as follows; COMMENCING at the most northeasterly corner of PARCEL I- E -2.I, said parcel is described in that certain LOT LINE ADJUST iNIENT NO. LLA 03 -01, tiled for record on April 15. 2003 in Document No. 2003000418455, Orange County Records; Thence along the southeasterly line of said PARCt0, 1-E-2.1, South 40'39'15" East, 213.55 feet to the TRUE POINT OF BEGINNING; Thence leaving said sou Ileasurly line, South 50'48'31" Baal. 645.51 feel to the e: ste:ly line of said PARCEL 1-E-1.1; Thence along last said line, South 09 °21'06" \Vest, 106.06 feet: Thence leayine said easterly line, North 50'45'31" West. 700.63 feet to said southeasterly line of said PARCEL 1-E-2.1; Thence along last said line, North 40'39'15" East. 92.03 feet to the. TRI1E. POINT OF BEGINNING. Containing an area of 61 .923 square feet or 1.422 acres more or less. Being a portion of Assessor's Parcel Number 430 - 253 -16 As shown on "Schedule I" attached hereto and made a part hereof. For: IJICE ? ,_ •rs By: Davis Thresh, P.L.S. No. 6865 License expires: 09 -30 -2014 vA w mad y ,t @ . Wits? 4- 19- 20 13 Date: ti'Surt2a2200(03 AiEl• I aid S,\a1, rlati'D WC; ■1A INA!.I:GA 151 AND r Nett AN.Gt :4,Ioe Page I of I PROPOSED AREA 2 1 -E -2.1 1 -E -1 DOC. NO. 20020404595 PROPOSED AREA DOC. NO. 2003000418455 N 40'39'15" E 92.03' SOUTHEASTERLY LINE OF 1 -E -2.1 LOT LINE ADJUSTMENT 03 -01 DOC. NO. 2003000418455 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 283 -16 PARCEL 1 -E -1.1 DOC. NO. 2004000369376 Z O W J O LAND EXCHANGE AREA NO.4 61,923 sq. ft.± 1.422 acres ± PROPOSED AREA 5 - PROPOSED AREA 11A K: \SUR12r122066.13 PLATS \LAND SWAP 4.0WG -1BkF flea Ikon nIPuma NNMM 11i9 aMS ©d © }d PROPOSED AREA 3 CITY OF TUSTIN APN: 430 - 283 -18 5 S 4039'15" W 213.55' T.P.O.B. P.O. C. LEGEND P.O.C. POINT OF COMMENCEMENT T.P.0.0. TRUE POINT OF BEGINNING ---- 92.00' -- 41 ; 09L S " �� CITY OF 06° TUSTIN APN: 430- "'F _.. a" 283 -09 PLAT PTO ACCOMPANY LEGAL DESCRIPTION 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 714- 415 -0500 714 - 415 -0599 (FAX) Subject SCHEDULE 1 LAND EXCHANGE AREA 4 Job No. 2012266 -13 By RL Date 4/19/13 Chkd.W$ SHEET 1 OF 1 Parcel name: AREA 4 North: 2206702.5826 East Line Course: S 50 -48 -31 E Length: North: 2206294.6765 Line Course: S 09 -21 -06 W Length: North: 2206190.0261 Line Course: N 50 -48 -31 W Length: North: 2206632.7632 Line Course: N 40 -39 -15 E Length: North: 2206702.5823 : 6080266. 3767 645.51 East : 6080766.6724 106. 06 East : 6080749.4383 700. 63 East : 6080206.4224 92.03 East : 6080266.3792 Perimeter: 1544.23 Area: 61.922.51 sq. ft. 1.422 acres Mapcheck Closure - (Uses listed courses. radii, and deltas) Error Closure: 0.0025 Course: S 83 -19 -00 E Error North: - 0.00030 East : 0.00253 Precision 1: 617,692.00 4"-ti -Zai3 EXHIBIT F -2 Legal Description of SOCCCD ROW Subleased Property Area 5 on Site Map 5764 - 4-1062 \APB360 136768.6 5/I/13 L: Bkf Es; }it OS SL =.cross PLJ SIts I.EGAI. DESCI(II'TION OF AREA NO.5 Tustin, CA Portion of A PN: 430- 2R3 -09 April 19. 2013 HUF No. 20122006-13 Page I oft Real property situated in the City ofTustin, County of Orange, State of California, described as follows: 13eing a portion of PARCI I. IV -1 -6 as said parcel is described in that certain document entitled "SNORT FORM NOTICE OR LEASE IN FURTHERANCE OF CONVEYANCE' filed for record on May 14, 2002 in Doe. No. 20020404590, Records of Orange County, snore particularly described as follows; COMMENCING at the most westerly corner of PARCEL I \' -J -S said parcel is described in said document, Doc. No. 20020404590; Thence along the southwesterly line of said PARCEL 1V-.1-S, South 49 ° ?I'IC' East, 48.72 feet to the beginning of a tangent curve concave to the southwest having a radius of 1446.00 feet: Thence leaving said southwesterly line along said curve. through a central angle or 14 °43'19 ". for an arc length of 371.54 feet; Thence South 77 °47'21" East, 36.96 feet to the beginning ofa non-tangent curve, having a radius of 1446.04 feet, to which point a radial line bears North 30°36'50" West, said point being on the southeasterly line of said PARCEL. I V -.I -6; Thence along last said line, along said curve, through a central angle of 05 °40'55" for au arc length of 143.40 feel; Thence leaving said southeasterly line, North 09"19'25" East, 37.52 feet to the beginning of a eon -tanee i curve concave to the southwest, having a radius of 1354.00 feet. so which point a radial line hears North 55 °16'36" East: 'thence northwesterly along said curve, through a central angle of 14 °37'50" for an arc length 01345.75 feet; Thence North 49 °21'14" West, 47.55 feet; 'thence North 50 °4S'31" West, 39.17 feel to the westerly line of said PARCEL IV -.I -6; Thence along said westerly line. North 09 °21'06" East. 106.06 feet: Thence leaving said westerly line. South 50 °4N'3I" Fast. 93.11 feet to the POINT OF BEGINNING. Page 1 of 2 Containing an area of 46,515 square Feel or 1.068 acres more or less. Being a portion oIAssessor's Parcel Number 430- 283 -09 As shown on "Schedule l" attached hereto and made a part hereof. For: 131:F Engineers -'W,�, B v: Davis Thresh. P.L.S. No. 6868 License expires: 09 -30 -2014 Date: 4-1°x- Zo i5 K:611112 122006.13 ATrI' I. and Snap 1'la .`I t \4O NIAl \.LLiiAI S LAM) I:Xt 11ANGE 5 d.4 Page 2 ol'2 f a %re.t: • • SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 283 -16 N 50'48'31" W 39.17' N 49'21'14" W 47.55' — W(RI/ R= 1354.00' 8= 14'37'50" L =345.75' SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 283 -09 PARCEL IV -J -6 DOC. NO. 20020404590 PRDPOSED AREA 11A N 5516'36" E(R) N 0919'25" E 37.52' S 36'37'45" E (R)/ 4x11118 NRHB V 17E0 OES®dl®Rild 2.00' R= 1446.04' 6= 5'40'55" L= 143.40' All rythwe K: \SUR12 \122006 PLATS \LAND SWAP 5.0Y70 PROPOSED AREA 4 r S 50'48'31" E 93.11' P.0.8. S 49'21'14" E 48.72' - S 40'38'46" W(R) LAND EXCHANGE AREA NO. 5 46,515 sq. ft.± R=1446.00' 6= 14'43'19" 1=371.54' 1.068 acres ± PROPOSED AREA S 55'22'05" W (R) S 77'47'21" E 36.96' N 30'56'50" W (R) COUNTY OF ORANGE SHERIFFS TRAINING CENTER APN: 430- 283 -11 PARCEL IV -J -8 DOC. NO. 20020404590 110 LEGEND P.O.C. POINT OF COMMENCEMENT T.P.0.8. TRUE POINT OF BEGINNING PLAT TO ACCOMPANY LEGAL DESCRIPTION 7BNF Enna Sawn= Inman 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 714 - 415 -0500 714 -415 -0599 (FAX) Subject SCHEDULE 1 LAND EXCHANGE AREA 5 Job No 20122006 -13 By RL Dote 4/19/13 Chkd.WS SHEET 1 OF 1 Parcel name: AREA 5 North: 2206235.8364 Line Course: S 49 -21 -14 E North: 2206204.1010 Curve Length: 371.54 Delta: 14 -43 -19 Chord: 370.53 Course In: S 40 -38 -46 W RP North: 2205106.9523 End North: 2205928.7179 Line Course: S 77 -47 -21 E North: 2205920.9005 Curve Length: 143.40 Delta: 5 -40 -55 Chord: 143.34 Course In: S 30 -56 -50 E RP North: 2204680.7168 End North: 2205841.1839 Line Course: N 09 -19 -25 E North: 2205878.2082 Curve Length: 345.75 Delta: 14 -37 -50 Chord: 344.81 Course In: S 55 -16 -36 VY RP North: 2205106.9505 End North: 2206134.2944 Line Course: N 49 -21 -14 VY North: 2206165.2677 Line Course: N 50 -48 -31 W North: 2206190.0197 Line Course: N 09 -21 -06 E North: 2206294.6702 Line Course: S 50 -48 -31 E North: 2206235.8328 East : 6080838.8378 Length: 48.72 East : 6080875.8040 Radius: 1446.00 Tangent: 186.80 Course: S 41 -59 -35 E Course Out: N 55 -22 -05 E East : 6079933.9012 East : 6081123.6984 Length: 36.96 East : 6081159.8222 Radius: 1446.04 Tangent: 71.76 Course: S 56 -12 -42 YI Course Out: N 36 -37 -45 YI East : 6081903.4458 East : 6081040.6899 Length: 37.52 East : 6081046.7685 Radius: 1354.00 Tangent: 173.82 Course: N 42 -02 -19 W Course Out: N 40 -38 -46 E East : 6079933.8995 East : 6080815.8749 Length: 47.55 East : 6080779.7964 Length: 39.17 East : 6080749.4381 Length: 106.06 East : 6080766.6722 Length: 93.11 East : 6080838.8361 Perimeter: 1269.79 Area: 46,515.26 sq. ft. 1.068 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure: 0.0040 Course: S 24 -06 -21 W Error North: - 0.00369 East : - 0.00165 Precision 1: 317, 445.00 4- EXHIBIT G Legal Description of City ROW Area 3 on Site Map 5764-44062 \ A P B360\AG R M111 1 36768.6 5/1/13 :�aBkF ?ur,"iris 5u'vtYORS nlA9+fl5 LEGAL. DESCRIPI ION OF AREA NO.3 Tustin, CA Portion of APN: 430 - 283 -I8 April 19, 2013 MCP No. 20122006 -13 Page 1 of 2 Real property situated in the City of Tustin, County of Orange, State of California, described as follows: Being a portion of PARCEL. I -E-I and PARCH. I -P: 2 as said parcels are described in that certain document entitled "QUITCLAIM DEED E AND ENVIRONMENTAL RFS'lRICTION PURSUANT TO CIVIL CODE SECTION 1471" filed for record on May 14, 2002 in Doc. No. 20020404595, Records of Orange County, more particulady described as follows: COMMENCING at the most northerly corner of said PARCEL I -I! -2. Thence along the northwesterly line of said PARCH. I -E-2, South 40':7'39" \Vest 197.68 feet to the TRUE POINT OF BEGINNING: Thence leaving said northwesterly line. South 03'45'03" (East, 35.64 feet: Thence South 49 °12'21" East. 212.20 feet: Thence South 50 °48'31" East, 356.61 furl to the southeasterly line of PARCEL I - E -2.1. as said parcel is shown in that certain LOT LINE ADJUSTMENT NO. 1.1.A 03 -01, tiled liar record on April 15. 2003 in Document No. 2003000418455. Orange County Records: Thence along last said southeasterly line, South 40 °39'15° West. 92.03 feel; Thence leaving last said line, North 50 °48'31" West, 355.42 feel; Thence North 49'22'21" West, 214.50 feet; Thence South 84032'48" \Vest. 37.44 lies to said northwesterly line of said PARC01. I -I[ -2: Thence along last said line, North 40 °37'39" East. 146.58 feel to the TRUE POINT OF BEGINNING. Containing an area of 55,5 -17 square feet or 1.275 acres more or less. Being a portion of Assessor's Parcel Number 430- 283 -18 Page I of 2 As shown on "Schedule I" attached hereto and made H part hereof. For: BKF Enuinccrs 13y: Davis Thresh. I'.L.S. No. 6868 License expires: 09-30-2014 Date: 4-1,- rotS K:'SurI2.1220416.13 ATIT I and Swap Plaisl 1WCM A INA,MAI.S(I.AND EXCIIANGE Page 2 of 2 RED NOLLLL QVERUC N 40'37'39" E T.P.O.B. ROC 146.58' S 84.32'48" W 37.44' CITY OF TUSTIN APN: 430 - 283 -18 DOC. NO. 20020404595 LAND EXCHANGE AREA NO. 3 55,547 sq. ft. 1.275 acres ± PARCEL 1 -E -2 U, 0 co m PROPOSED AREA 2 . PARCEL 1 -E -1 d g2 a a ti to NJ m N PI S 40'37'39" W 197.6E S 03'45'03- E 38.64' PROPOSED AREA 6 LEGEND P.O.C. T. P.0.6. POINT OF COMMENCEMENT TRUE POINT OF BEGINNING SOUTHEASTERLY LINE OF 1 -E -2.1 LOT LINE ADJUSTMENT 03 -01 DOC. NO. 2003000418455 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 283 -16 K: \SUR12 \122006.13 PLATS LAND SWAP 3.DWG S 40'39'15" W 92.03' PROPOSED AREA 4 PLAT TO ACCOMPANY LEGAL DESCRIPTION � 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 714- 415 -0500 714 - 415 -0599 (FAX) Subject SCHEDULE 1 LAND EXCHANGE AREA 3 Job No. 20122006 -13 By RL Date 4/19/13 Chkd WS SHEET 1 OF 1 Parcel name: AREA 3 North: 2207104.7195 Line Course: S 03 -45 -03 E North: 2207066.1623 Line Course: S 49 -22 -21 E North: 2206927.9321 Line Course: S 50 -48 -31 E North: 2206702.5856 Line Course: S 40 -39 -15 W North: 2206632.7666 Line Course: N 50 -48 -31 W North: 2206857.3610 Line Course: N 49 -22 -21 W North: 2206997.0302 Line Course: S 84 -32 -48 W North: 2206993.4721 Line Course: N 40 -37 -39 E North: 2207104.7203 Perimeter: 1453.51 East Length: Length: Length: Length: Length: Length: : 6079826.3405 38.64 East : 6079828. 212.29 East : 6079989. 356.61 East : 6080266. 92.03 East : 6080206. 355.42 East : 6079930. 214.50 East : 6079768. Length: 37.44 East : 6079730.8859 Length: 146.58 East : 6079826.3298 8683 9876 3745 4177 9532 1565 Area: 55.546.70 sq. ft. 1.275 acres Mapcheck Closure - (Uses listed Error Closure: 0.0107 Error North: 0.00080 Precision 1: 135,842.06 courses, radii, and deltas) Course: N 85 -42 -48 W East : - 0.01070 4- - Zc 17 EXHIBIT H Development Agreement 5764- 44062 \ AP13360\AGR NIT \1136768.6 5/1/13 See Attachment D of the City Council Report dated May 13, 2013 EXHIBIT I McCain Agreement 5764- 44062UP13360UGR M131136768.6 5/1/13 INFRASTRUCTURE CONSTRUCTION AND PAYMENT AGREEMENT (MCCAIN SMITH ROAD) THIS INFRASTRUCTURE CONSTRUCTION AND PAYMENT AGREEMENT (MCCAIN SMITH ROAD) (this "Agreement ") is dated for identification purposes this day of , 2013, is entered into by and between the CITY OF TUSTIN ( "City "), a California municipal corporation and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ( "SOCCCD "), a California public agency. The City and SOCCCD may also be individually referred to in this Agreement as a "Party" and collectively as the "Parties." RECITALS A. In May 2002, the United States of America, acting through the Department of the Navy (the "Navy "), approved an economic development conveyance of the former Marine Corps Air Station, Tustin ( "MCAS Tustin ") to City. On May 13, 2002, a portion of MCAS Tustin (the "City Fee Property ") was conveyed by federal deed to City. In addition, a portion of MCAS Tustin (the "City Leased Property ") was leased by the Navy to City. B. On or about April 22, 2004, City and SOCCCD entered into that certain Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus (the "Conveyance Agreement "), pursuant to which City agreed to convey a portion of the City Property comprising approximately 68.37 acres to SOCCCD on the terms and conditions set forth therein. Pursuant to the Conveyance Agreement, (1) City conveyed to SOCCCD fee title to approximately 37.66 acres of the City Fee Property (the "SOCCCD Fee Property") and (2) City subleased to SOCCCD approximately 30.71 acres of the City Leased Property (the "LIFOC Area "), pursuant to that certain Sublease between the City of Tustin and the South Orange County Community College District for a Portion of MCAS Tustin dated April 29, 2004. The SOCCCD Fee Property and LIFOC Area are collectively referred to herein as the "SOCCCD Property." C. On or about April 27, 2009, SOCCCD submitted to City an application for approval of a Concept Plan for Phase 3A of the ATEP Site (the "Concept Plan "), as required pursuant to that certain MCAS Tustin Reuse Plan/Specific Plan, as amended from time to time (as so amended, the "Specific Plan "). On July 26, 2010, the City's Zoning Administrator adopted Zoning Administrator Action 10 -002 (the "ZA Action ") approving the Concept Plan. D. Concurrently with the execution hereof, City and SOCCCD are entering into the following agreements, among others: (1) An agreement for the exchange of real property (the "City Exchange Agreement "), pursuant to which SOCCCD has agreed (among other things) to convey to City by quitclaim deed certain portions of the SOCCCD Property, and City has agreed (among other things) to concurrently convey to SOCCCD by quitclaim deed certain other portions of MCAS 1 5764 -44062 \RJD403 \948167.19 5/1/13 Tustin. For the purposes of this Agreement, the "Exchange Close of Escrow" shall refer to the "Close of Escrow," as defined in the City Exchange Agreement. (2) An amendment and restatement of the Conveyance Agreement and constituting a Development Agreement pursuant to California Government Code Sections 65864, el seq. (the "Development Agreement "), which Development Agreement will be recorded in the Official Records of Orange County, California immediately following the execution thereof. The Development Agreement will become effective in accordance with its terms upon the Exchange Close of Escrow. Prior to the Exchange Close of Escrow, the Conveyance Agreement remains in effect. E. This Agreement is entered into by the City and SOCCCD in order to provide for the future reservation of certain easements, and to establish certain obligations of the Parties for design and construction of certain private streets and access aisles contemplated in the Specific Plan, the Concept Plan, the Conveyance Agreement or the Development Agreement (as applicable). AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and of the covenants, promises and undertakings set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and SOCCCD agree as follows: 1. Definitions. Terms used in this Agreement and not otherwise defined shall have the meanings set forth in the Conveyance Agreement or the Development Agreement (as applicable) or the Specific Plan. Unless the context otherwise requires, the following terms utilized in this Agreement shall have the meanings herein specified: "Actual Cost" means the following costs of the Constructing Party with respect to McCain Road as identified in this Agreement: (a) the construction costs for McCain Road; (b) the Constructing Party's actual, reasonable cost of professional services directly related to construction of McCain Road, including engineering, legal, accounting, and similar professional services related to design and preparation of the McCain Plans and costs of environmental evaluations required specifically for such improvements, which costs in total shall not exceed ten percent (10 %) of the construction costs for such improvements; (c) the Constructing Party's actual, reasonable cost of construction management services, which costs in total shall equal (i) three percent (3 %) of the construction costs for McCain Road if construction management services are provided by the Constructing Party utilizing its own employees or individuals acting as consultants to the Constructing Party, or (ii) five percent (5 %) of the construction costs of McCain Road if construction management services are provided by the Constructing Party through an arm's- length retention of a construction management firm; (d) the Constructing Party's actual, reasonable cost of contract services, which costs in total shall not exceed five percent (5 %) of the costs of construction of McCain Road, including (i) construction service fees in an amount equal to the amount of fees actually paid by the Constructing Party to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and review of McCain Road, (ii) inspection, construction staking, and materials testing and (iii) the premium costs for payment bonds, performance bonds or maintenance bonds and insurance for 2 5764- 74062\RAD403 \948167.19 5/1/13 McCain Road; and (e) no item of cost relating to McCain Road shall be included in more than one category of cost specified in clauses (a) through (d) of this definition. "Commencement of Construction Deadline" shall have the meaning as set forth in Section 2.3. "Constructing Party" means the first Party to proceed with a construction project defined below as a "Project Initiation." "Construction Completion Deadline" shall have the meaning as set forth in Section 2.10. "BSA" shall mean the California Division of the State Architect. "Liabilities" shall have the meaning as set forth in Section 2.13. "LIFOC Area" shall have the meaning as set forth in Recital B. "McCain Budget Change" shall have the meaning as set forth in Section 2.5.3. "McCain Budget Change Allowance" shall have the meaning as set forth in Section 2.5.2. "McCain Operating Budget" shall have the meaning as set forth in Section 2.5.2. "McCain Plans" shall have the meaning as set forth in Section 2.4. "McCain Preliminary Budget" shall have the meaning as set forth in Section 2.5.1. "McCain Right -of -Way" shall have the meaning as set forth in Section 2. "McCain Road" shall mean the road to be constructed within the McCain Right -of -Way pursuant to Section 2. "McCain Street Standards" shall have the meaning as set forth in Section 2.2. "Non- Constructing Party" means the Party other than the Constructing Party. "Payment Request" shall have the meaning as set forth in Section 2.12. "Project Initiation" shall mean the issuance of a notice to proceed letter by either Party to its general contractor for construction of a project of substantial scope other than construction of McCain Road (i.e., a project with a cost of $1,000,000 or more) and shall not include (a) demolition activities; (b) incidental works of construction such as minor landscaping improvements; or (c) environmental mitigation activities by either Party. 2. McCain Road. The area on which McCain Road is to be constructed is more particularly described in Exhibit A to this Agreement and identified as the "McCain Right -of- Way." The McCain Right -of -Way lies north of Valencia Avenue and generally runs in an arc 3 5764- 440621RJD403 \948167.19 5/1/13 from Valencia Avenue on the southeast to Lansdowne Avenue on the west. The McCain Right - of -Way is immediately adjacent, on the south, to a parcel (the "Valencia Parcel ") consisting partly of SOCCCD Fee Property and partly of LIFOC Area subleased by the City to SOCCCD between Valencia Avenue and Lansdowne Avenue and, on the north, to an approximate 24 -acre parcel of City Leased Property intended for a City Community Park (the "Park Site "). 2.1 Easement for McCain Road. Upon the conveyance of fee title to the LIFOC Area subleased by City to SOCCCD pursuant to the Conveyance Agreement, City shall reserve non - exclusive easements over the McCain Right -of -Way, which reservation of easements shall be in the form of Exhibit B attached hereto. 2.2 Standards for Design and Construction of McCain Road. McCain Road shall be designed and constructed within the McCain Right -of -Way in accordance with, at a minimum, the then - applicable City street standards for private streets and in accordance with the cross - section attached hereto as Exhibit C (the "McCain Street Standards "), subject to review and approval of plans by the City Engineer and the DSA as set forth in Section 2.4 below; provided, however, that the McCain Street Standards shall not include any requirement to install sidewalk, landscaping and lighting on the north side of the McCain Right -of -Way. Further, in the event SOCCCD wishes to also provide parking on the south side of the McCain Right -of- Way, the curb -to -curb width from centerline south to the curb face as shown on Exhibit C will need to be increased from fourteen feet (14') to eighteen feet (18'). 2.3 Constructing Party. Construction of McCain Road shall be undertaken by the first Party to proceed with Project Initiation on either the Park Site (in which event City shall be the Constructing Party), or the Valencia Parcel (in which event SOCCCD shall be the Constructing Party). The Constructing Party shall notify the non - Constructing Party that Project Initiation has occurred within five (5) business days after the date of Project Initiation. The Constructing Party shall commence the design work for construction of McCain Road within sixty (60) days of Project Initiation and commence construction of McCain Road within ninety (90) days after receiving approval of the McCain Plans from the City Engineer and the DSA (the "Commencement of Construction Deadline "). In the event that either Party elects to do so, it may also give notice to the other Party that it intends to construct McCain Road prior to Project Initiation. The Party giving such notice shall be deemed the Constructing Party and shall be required to commence design work for construction of McCain Road within sixty (60) days after delivery of such notice and commence construction of McCain Road within ninety (90) days after receiving approval of the McCain Plans from the City Engineer and the DSA. 2.4 Plans. The Constructing Party shall employ qualified engineers, at its initial cost and expense (subject to provisions of Section 2.12), to prepare all plans, specifications, documents and drawings necessary and required for the construction of McCain Road (collectively, "McCain Plans "). The McCain Plans shall conform to all applicable federal, state, and local governmental laws, ordinances, rules, and regulations, including without limitation the McCain Street Standards and the requirements of the DSA ( "Governmental Requirements "). Upon completion of design development drawings, the Constructing Party (if City is the Constructing Party), shall provide SOCCCD with a set of such design development drawings and SOCCCD (whether it is the Constructing Party or the Non - Constructing Party) shall provide the same to the DSA for preliminary review, in order to expedite DSA's review of 4 5761- 44062\R1D403 \948167.19 5/1/13 the McCain Plans for compliance with state laws, rules and regulations. The Constructing Party shall make such revisions to the McCain Plans as are required in order to address the DSA's preliminary comments, and shall then submit the same to the Non - Constructing Party. The Non - Constructing Party shall have thirty (30) days to approve or disapprove the McCain Plans in its reasonable discretion (if the City is the Non - Constructing Party, then the City Engineer or, in the event the City Engineer is not available, his designee, shall be responsible for the approval or disapproval of the McCain Plans on behalf of the City). In the event that the Non - Constructing Party disapproves the McCain Plans, then the Parties shall meet in good faith to resolve the remaining issues. Failure of the Non - Constructing Party to give notice of approval or disapproval of the McCain Plans within the applicable time period set forth above shall be deemed approval. Upon approval or deemed approval of the McCain Plans by the Non - Constructing Party, SOCCCD shall submit the same to the DSA for final approval in accordance with the DSA's rules and regulations. If the DSA requires any changes in the McCain Plans as submitted and the City objects to the proposed changes, the Parties shall meet in good faith to discuss the DSA's required changes, which may include a meeting at the DSA's San Diego Office if mutually agreed by the Parties. If the Parties are unable to cause the DSA to withdraw or modify the DSA's required changes to the mutual satisfaction of the Parties, then (a) the Constructing Party shall cause its civil engineer to revise the McCain Plans, and (b) if the DSA's required changes either (i) cause the cost of constructing McCain Road to increase beyond the cost of constructing McCain Road in accordance with the McCain Plans as submitted to the DSA or (ii) will cause the City's cost of maintenance of Bell Avenue upon the completion thereof to materially increase, then, in either such event, the cost of such changes shall be borne solely by SOCCCD. The Constructing Party shall pay all permit fees, inspection fees, connection fees, and other fees customarily charged by applicable governmental authorities, as may now exist or as may be charged in the future, arising out of or related to the planning, engineering or construction of McCain Road, subject to provisions for reimbursement set forth in Section 2.12. 2.5 Budget. 2.5.1 The Constructing Party shall prepare a preliminary budget for the construction of McCain Road in accordance with the approved McCain Plans (the "McCain Preliminary Budget "). The Constructing Party shall submit the McCain Preliminary Budget to the Non - Constructing Party, and the Non - Constructing Party shall have thirty (30) days to approve or disapprove the same in its reasonable discretion. If the Non - Constructing Party disapproves the revised McCain Preliminary Budget, then the Parties shall meet in good faith to resolve the Non - Constructing Party's issues. Failure of the Non - Constructing Party to give notice of approval or disapproval of the McCain Preliminary Budget within the applicable time period set forth above shall be deemed approval. 2.5.2 The Constructing Party shall prepare a final operating line item budget for the construction of McCain Road in accordance with the approved McCain Plans and the approved McCain Preliminary Budget (the "McCain Operating Budget "). The McCain Operating Budget shall include an allowance of Twenty Thousand Dollars ($20,000) for a McCain Budget Change pursuant to Section 2.5.3 below (the "McCain Budget Change Allowance "). Each Party shall be responsible for obtaining the approval of the McCain Operating Budget from its governing body. No construction of McCain Road shall commence 5 5764 -04062 \R1 D403 \948167.19 5/1/13 until the McCain Operating Budget shall have been approved by the governing bodies of both Parties. 2.5.3 If the Constructing Party becomes aware of the need for a change to the McCain Operating Budget (a "McCain Budget Change "), it shall immediately notify the Non - Constructing Party of the same and the reason for such McCain Budget Change. The Non - Constructing Party shall have the right to approve or disapprove such McCain Budget Change in its reasonable discretion. The Parties shall meet as frequently as necessary in order to agree on the McCain Budget Change, so that the construction of McCain Road can continue without interruption. Without limiting the generality of the foregoing, the Constructing Party shall use the McCain Budget Change Allowance if necessary so that construction of McCain Road can continue without interruption while the necessary approvals of the McCain Budget Change are obtained by the Parties from their respective governing bodies. 2.6 Construction. At such time as the Constructing Party is required to commence construction of McCain Road hereunder, the Constructing Party shall employ a licensed contractor or contractors to construct and complete McCain Road at the sole cost and expense of the Constructing Party (subject to the provisions of Section 2.12). The McCain Road construction project shall be let in accordance with California Public Contract and Labor Codes and in accordance with any other applicable laws, rules, and regulations of all governmental authorities having jurisdiction over McCain Road. McCain Road shall be installed in strict compliance with the City and DSA approved McCain Plans and this Agreement. All requirements of the applicable storm water pollution protection plans for the McCain Right -of- Way shall be implemented and maintained by the Constructing Party. In addition, the Constructing Party shall install and maintain construction fencing separating the construction area from non - construction activities. 2.7 License. During the construction of McCain Road, upon written request of the Constructing Party, the Non - Constructing Party shall grant to the Constructing Party's contractor(s) a revocable license to use such portions of the Non - Constructing Party's property, in addition to the McCain Right -of -Way, as the Constructing Party may reasonably require for the construction of McCain Road or for the staging of construction equipment and materials. The location of the license area shall be subject to the mutual agreement of the Parties. The Constructing Party shall use reasonable efforts not to interfere with any construction activities of the Non - Constructing Party. If the Constructing Party's contractor(s) disturb any portion of the Non - Constructing Party's property outside the McCain Right -of -Way, then the Constructing Party shall cause such portion of the Non- Constructing Party's Property to be restored to its condition prior to the commencement of construction. 2.8 Insurance. The Constructing Party and/or its selected contractor shall obtain and continue in effect or cause to be obtained and continued in effect at all times when conducting activities related to the construction of McCain Road insurance conforming with the requirements of Exhibit D attached hereto. The obligation of the Constructing Party to continue in effect (or cause to continue in effect) insurance pursuant to this Section 2.8 shall survive the termination of this Agreement for any reason. 6 5764- 41062W04031948167.19 5/1/13 2.9 Notice of Completion. Upon satisfactory completion of McCain Road in accordance with the McCain Plans, the Constructing Party shall file promptly with the County Recorder of the County of Orange a Notice of Completion pursuant to the provisions of California Civil Code Section 9204. The Constructing Party shall furnish to the Non - Constructing Party a duplicate copy of such Notice of Completion showing thereon the date of filing with the County Recorder. The Constructing Party shall be responsible for obtaining project close -out from the DSA, the Regional Water Quality Control Board and all other applicable governmental authorities. In the event that City is the Constructing Party, then SOCCCD shall act as liaison in obtaining project close -out from the DSA, and shall assist in the selection of the required DSA certified inspector. SOCCCD shall provide City with the necessary supplementary condition language to the construction documents for McCain Road in order to meet DSA inspection and certification requirements. In no event shall McCain Road be opened for use by the public until project close -out from the DSA has been obtained by the Constructing Party. 2.10 Time for Completion of Construction. In the event that the Constructing Party commences construction, then such construction shall be completed by the date (the "Construction Completion Deadline ") which is twelve (12) months after the earlier of (a) the actual date on which construction commences or (b) the Construction Commencement Deadline; provided that the Parties recognize that the Construction Completion Deadline is premised on the Parties' being able to timely resolve disagreements as between themselves and the DSA, if any, with respect to obtaining final approvals of the various McCain Plans and Budgets called for under this Agreement and, to that extent, the Parties agree to timely cooperate in good faith to resolve such issues. In the event that the Constructing Party is prevented from commencing or completing construction because of an event of Force Majeure (as defined below), then the time for the Constructing Party's performance shall be extended for the period of time equal to the duration of such event of Force Majeure which prevented the Constructing Party from commencing or completing construction, provided that the Constructing Party notifies the Non - Constructing Party in writing within thirty (30) days from the date upon which the Constructing Party became aware of such event of Force Majeure. "Force Majeure" shall mean any of the following events, to the extent that such events are beyond the control of the Constructing Party and its consultants and not due to an act or omission of such Constructing Party and its consultants: acts of God, war, unusually severe weather, casualty (fire, earthquake or other casualty, in each case only if causing material physical destruction or damage to the McCain Right -of -Way), civil unrest (an epidemic, blockade, quarantine, rebellion, insurrection, act of terrorism, strike or lock -out, riot, act of sabotage, civil commotion, freight embargo, or lack of transportation), delays in obtaining required approvals from any governmental authorities, injunctions or litigation (a lawsuit that restrains, enjoins, challenges, or delays construction of McCain Road which directly impairs the ability of the Constructing Party to perform), delays caused by the bankruptcy by the Constructing Party's contractor(s) or delays caused by the surety company that issued payment or performance bonds for the construction of McCain Road. 2.11 Right to Cure. If the Constructing Party fails to construct or complete the construction of McCain Road on or before the date set forth herein, then the Non - Constructing Party may demand, by giving written notice to the Constructing Party, that the Constructing Party cure its breach The written demand must identify the obligation that is breached and the steps that the Non - Constructing Party believes are required to cure the breach. If the 7 5764- 14062V21D403 \948167.19 5/1/13 Constructing Party fails to commence to cure the breach within thirty (30) days of receipt of the written notice and proceed diligently to completely cure the breach, then the Non - Constructing Party may cure the breach with contractors selected by the Non - Constructing Party, subject to the requirements of the surety company that issued payment or performance bonds for the construction of McCain Road. In such event, the Non - Constructing Party shall be entitled to reimbursement for the costs it incurs in accordance with Section 2.12 below. 2.12 Reimbursement for Costs of Constructing McCain Road. (a) Payment Request. The Non - Constructing Party shall reimburse the Constructing Party for the "Applicable Percentage" (as defined below) of the Actual Costs incurred by the Constructing Party in the design and construction of McCain Road, to the extent that such Actual Costs are incurred in accordance with the McCain Operating Budget approved or deemed approved by the Non - Constructing Party pursuant to Section 2.5 above. At such time as the Constructing Party shall have filed a Notice of Completion of McCain Road, the Constructing Party shall deliver a payment request (the "Payment Request ") to the Non - Constructing Party. The Payment Request shall set forth an itemized account of all Actual Costs incurred in connection with the design and construction of McCain Road. The Constructing Party shall provide to the Non - Constructing Party, together with the Payment Request, such written evidence as the Non - Constructing Party shall reasonably require (including but not limited to interim and final waivers of lien and sworn statements) that all persons, firms, and corporations supplying work, labor, materials, supplies and equipment for the design and construction of McCain Road have been paid, and that no claims on behalf of any such person, firm or corporation remain. The Non - Constructing Party shall remit to the Constructing Party within thirty (30) days after receipt of the Payment Request an amount equal to the Applicable Percentage of the Actual Costs. (b) Applicable Percentage. For purposes of this Agreement, the "Applicable Percentage" shall be determined as follows: If as of the date (the "Payment Notice Date ") that the Payment Notice is delivered by the Constructing Party, the Exchange Close of Escrow has occurred, then the Applicable Percentage shall be thirty-three and 33/100 percent (33.33 %) for SOCCCD and sixty -six and 67/100 percent (66.67 %) for City. If the City Exchange Agreement has been terminated as of the Payment Notice Date, then the Applicable Percentage shall be fifty percent (50 %) for SOCCCD and fifty percent (50 %) for City. In either of the foregoing cases, the allocation shall be final. (c) Audit. The Non - Constructing Party shall have the right within thirty (30) days after receipt of the Payment Request to require an audit of the books and records of the Constructing Party which pertain to the Actual Costs shown in the Payment Request. Such audit shall be conducted by a public accounting firm mutually agreed by the Parties. Such audit shall be conducted at the Constructing Party's office during normal business hours and after ten (10) days' prior written notice and shall be completed within sixty (60) days of receipt of the Payment Request, The Non - Constructing Party shall pay the Constructing Party an amount equal to the Applicable Percentage of the Actual Costs as calculated by the auditor within thirty (30) days after the auditor submits the results of the audit. If the auditor determines that the Actual Costs were overstated by ten percent (10 %) or more, then the Constructing Party 8 5764- 440629210403 \948167.19 5/1113 shall pay the reasonable expenses of the audit. Otherwise, the Non - Constructing Party shall pay such expenses. 2.13 Indemnity. The Constructing Party shall protect, indemnify, defend and hold harmless the Non - Constructing Party, and its agents, contractors, employees, principals, and officers, and the Federal Government (with respect to any portion of the SOCCCD Property that is LIFOC Area), with counsel reasonably acceptable to the Non - Constructing Party, from and against any and all claims, damages, liens, stop notices, liabilities, losses, costs and expenses, including reasonable attorneys' fees and court costs and expenses (all of the foregoing, collectively "Liabilities "), resulting from the Constructing Party's activities under this Agreement including, but not limited to, construction of McCain Road, except as to those Liabilities attributable to the gross negligence or willful misconduct of the Non - Constructing Party, or its agents, contractors, employees, principals, and officers. The Constructing Party's indemnification obligations set forth herein shall survive the termination of this Agreement for any reason. 2.14 Certain Traffic Standards. The intersection of McCain Road with Valencia Avenue shall allow right -in and right -out traffic only and such intersection will be posted (signed) accordingly. The Constructing Party shall be responsible for installing such signs in conformance with City standards, and the costs of such signs shall be included as part of the Actual Costs. The intersection of McCain Road with Lansdowne Road shall allow all turning movements (right -in, right -out, left -in, left-out). 3. Modification of Obligations upon the Exchange Close of Escrow. Effective upon the Exchange Close of Escrow, SOCCCD shall be responsible for modifying the Valencia median to close its opening at the intersection with the proposed McCord Road. 4. Miscellaneous. 4.1 Captions; Incorporation by Reference. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. Each of the Exhibits attached to this Agreement is hereby incorporated into this document as if set forth in full herein. 4.2 Interpretation; Governing Law. This Agreement shall be construed as if prepared by both parties hereto. Any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the drafting party shall not be applicable and is hereby waived. This Agreement shall be governed by and construed under the laws of the State of California. 4.3 Attorneys' Fees. In the event of any legal action or other proceeding between the parties regarding this Agreement (an "Action "), the prevailing party shall be entitled to the payment by the losing party of its reasonable attorneys' fees, expert witness fees, court costs and litigation expenses, as determined by the court. 4.4 Post - Judgment Attorneys' Fees. The prevailing party in any Action shall be entitled, in addition to and separately from the amounts recoverable under Section 5.3 above, to the payment by the losing party of the prevailing party's reasonable attorneys' fees, expert 9 5764-44062 T.04031948167.19 5/1/13 witness fees, court costs and litigation expenses incurred in connection with (a) any appellate review of the judgment rendered in such Action or of any other ruling in such Action, and (b) any proceeding to enforce a judgment in such Action. It is the intent of the Parties that the provisions of this Section 5.4 be distinct and severable from the other rights of the Parties under this Agreement, shall survive the entry of judgment in any Action and shall not be merged into such judgment. 4.5 Severability. In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void, or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law. 4.6 Authority. Each of the individuals executing this Agreement verifies that each of them has the authority to enter into this Agreement, that the necessary resolutions or other consents have been passed or obtained, and that this Agreement shall be binding on the Owner for whom each of them is signing. 4.7 Further Actions. The parties shall execute and deliver such further documents and shall take such further actions as may be reasonably necessary to effectuate the terms of this Agreement. 4.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but when taken together shall constitute one and the same instrument. 4.9 Amendment. This Agreement only may be amended by a written instrument executed and acknowledged by both parties. 4.10 Conditions to ZA Action. Pursuant to Condition 1.6 to the ZA Action, the Parties hereby confirm and acknowledge that Conditions 1.4 and 1.5 to the ZA Action are null and void. Signatures on following page 10 5764-4406211(104031948167.19 5/1/13 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date set forth opposite their respective signatures below. DATED: CITY: CITY OF TUSTIN, a California municipal corporation By: Name: Title: APPROVED AS TO LEGAL FORM: By: Name: Title: DATED: SOCCCD: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a California public agency By: Name: Title: II 5764- 44062 \R30403 \948167.19 5/1/13 E.O a. Ri EXHIBIT A - MCCAIN SMITH RIGHT-OF-WAY PTY DF TU71NN 71ARK s':'r A PAR- RIGHT-OF—WAY CoF 7 2.31MIL',ifil, y A PCL IV J-4 PCL. IV J-5 SOCCCD SOCCCD LEASE (LIFOC) LEASE (LIFOC) 5.60 AC. 1.91 AC, 7 DATE CREATED: 8121r.'012 Exhibit B Reservation of Easements Over McCain Road Note —This Reservation of Easements shall be included in the Quitclaim Deed of the LIFOC Area by the City to SOCCCD pursuant to the Development Agreement. In this Reservation of Easements, "Grantor" refers to City and "Grantee" refers to SOCCCD. The Exhibits referred to in this Reservation of Easements will be attached to the Quitclaim Deed. RESERVING THEREFROM UNTO GRANTOR the following non - exclusive easements: (a) an easement (the "Construction Easement ") over that portion of the Property consisting of McCain Road as more particularly described in Exhibit attached hereto ( "McCain Road "), for purposes of constructing street, parking, utility and landscaping improvements in McCain Road (the "McCain Improvements ") pursuant to improvement plans to be mutually approved by Grantor and Grantee; and (b) an easement (the "Permanent Easement ") over McCain Road for purposes of maintenance and operation of the McCain Improvements. The Permanent Easement shall be used by members of the public for the purpose of pedestrian and vehicular access to and from that certain park site owned by Grantor adjacent to McCain Road and more particularly described in Exhibit attached hereto (the "Park Site "). The Construction Easement and the Permanent Easement shall be appurtenant to the Park Site and shall inure to the benefit of Grantor and all successive owners of the Park Site. The burden of the Construction Easement and the Permanent Easement is intended to and shall run with McCain Road, and shall bind successive owners of McCain Road. The Construction Easement shall tenninate upon the recordation in the Official Records of Orange County, California of a Notice of Completion of the McCain Improvements pursuant to California Civil Code Section 9204. The Permanent Easement shall be perpetual. Grantor shall be responsible for maintaining the McCain Improvements at its sole cost and expense; provided however, that Grantee shall be responsible for maintaining any parking areas on the south side of McCain Road (as depicted on Exhibit attached hereto). 5764- 14062\RJD403 1948167.19 5/1/13 Exhibit C Cross - Section of McCain Road Exhibit B - Cross - Section of McCain Smith Road PROPOSED Sty LINE 50' It 18' 32' CITY OF TUSTIN COMMUNITY PARK 14' 18' SIDEWALK, LANDSCAPING AND STREET LIGHTS BY OTHERS 9' 4' 5' PARKING/ L/S S/W LANDSCP. 2.0 2.0% PROFILE GRADE 2.0% 2.0% McCAIN SMITH ROAD (2 LANES) PRIVATE ROAD — PARKING ON ONE SIDE NOT TO SCALE 5764440621R173403 \948167.19 5/1/13 Exhibit D Insurance Requirements A. Constructing Party shall be aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or undertake self - insurance in accordance with the provisions of that Code and shall comply with such provisions before commencing the performance of the work of this Agreement. B. Constructing Party and all subcontractors shall carry workers' compensation insurance for the protection of its employees during the progress of the work. The insurer shall waive its rights of subrogation against Non - Constructing Party, its officers, agents and employees and shall issue an endorsement certificate to the policy evidencing same. C. Constructing Party shall at all times carry, on all operations hereunder, bodily injury, including death, and property damage liability insurance, including automotive operations, bodily injury and property damage coverage; and builders' all risk insurance. All insurance coverage shall be in amounts specified by Non - Constructing Party in the Insurance Requirements and shall be evidenced by the issuance of a certificate in a form prescribed by the Non - Constructing Party and shall be underwritten by insurance companies satisfactory to Non - Constructing Party for all operations, subcontract work, contractual obligations, product or completed operations, all owned vehicles and non -owned vehicles. Said insurance coverage obtained by the Constructing Party, excepting workers' compensation coverage, shall name the Non - Constructing Party, its Directors, Officers, Agents, Employees, Engineers, and Consultants for this Agreement, and all public agencies from whom permits will be obtained and their Directors, Officers, Agents and Employees, as determined by the Non - Constructing Party, as additional insureds on said policies. D. Before Constructing Party performs any work at, or prepares or delivers materials to, the site of construction, Constructing Party shall furnish certificates of insurance evidencing the foregoing insurance coverages and such certificates shall provide the name and policy number of each carrier and policy and that the insurance is in force and will not be canceled without thirty (30) days written notice to Non - Constructing Party. Constructing Party shall maintain all of the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by Non -• Constructing Party. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of Non - Constructing Party by Constructing Party under Section 2.12 of this Agreement. Notwithstanding nor diminishing the obligations of Constructing Party with respect to the foregoing, Constructing Party shall subscribe for and maintain in full force and effect during the life of this Agreement, the following insurance in amounts not less than the amounts specified and issued by a company admitted in California and having an A.M. Best's Guide Rating of "A -" Class VII or better: However, Non - Constructing Party will accept 5764 - 41062 \R30403 \948167.19 5 /I /Il State Compensation Insurance Fund, for the required policy of Worker's Compensation subject to Non - Constructing Party's option to require a change in insurer in the event the State Fund financial rating is decreased below `B." Workers' Compensation Public Liability, in the form of either Comprehensive General Liability or Commercial General Liability written on a per - occurrence basis In Accordance with the Workers' Compensation Act of the State of California - Minimum of $1,000,000. $2,000,000 Combined Single Limit, per occurrence for bodily injury, death, and property damage; OR $2,000,000 per occurrence, with $2,000,000 aggregate for bodily injury, death, and property damage; OR $3,000,000 aggregate, separate for this project for bodily injury, death and property damage. Automobile Liability, including non -owned $1,000,000 combined single limit per and hired vehicles occurrence. The Constructing Party or its contractor ( "Contractor ") shall also obtain at its sole cost and expense and maintain in effect from the inception of the Agreement until the filing of a Notice of Completion and with an extended reporting period of not less than five (5) years after the filing of a Notice of Completion, Pollution Legal Liability insurance which provides financial protection and assurance for the benefit of the City and SOCCCD, for all claims, losses, expenses and costs related to or arising from pollution conditions, including those related to asbestos containing materials, lead based paint, PCBs and petroleum products and their derivatives that are created, released or conveyed through the Constructing Party's or its Contractor's or the Contractor's agents' activities and performance under this Agreement including negligence or failure to perform the project ( "Environmental Pollution Insurance "). Contractor shall provide both Parties with a Certificate of Insurance form which evidences the required Environmental Pollution Insurance. This certificate shall be submitted with the Agreement documents and shall cover risks associated with personal injury, property damage, defense costs and remediation costs, in an aggregate amount of not less than $2 ,000,000.00 and with a self - insured retention amount not in excess of $100,000 per claim. Such insurance contract shall name the City, the Tustin Public Financing Authority, SOCCCD and the Department of the Navy (only for those portions of the project within a LIFOC Area) as additional insureds, without any limitations on coverage different from those provided for the Contractor. Such policy shall provide that the carrier waives any right of subrogation against the City, the Tustin Public Financing Agency and SOCCCD. Such policy shall not be a cancelable by the Constructing Party or its Contractor without the prior written consent of the Non - Constructing Party, and shall have the premium paid at inception and 100% earned at that time. The Constructing Party or its Contractor shall provide evidence of its ability to satisfy multiple self - insured 5764- 44062\R10403 \948167.19 5/1/13 retention amounts (multiple SIRs would be the SIR for each claim so if there were 5 claims, the Contractor would have to satisfy the $100,000 SIR 5 times). The Non - Constructing Party or its representatives shall at all times have the right to inspect and receive the original or a certified copy of all said policies of insurance, including certificates. The Constructing Party shall pay the premiums on the insurance hereinabove required. All or a portion of the insurance requirements provided herein may be satisfied through self - insured retentions maintained in the usual and customary practice of the Constructing Party. Notwithstanding the foregoing, City agrees that the "wrap up" insurance program previously approved by City in August 2009 shall be deemed to meet the requirements of this Exhibit D in the event that SOCCCD is the Constructing Party, provided that updated and current insurance certificates and required endorsements are submitted to the City in the same form as previously approved. However, to the extent that any subcontractors constructing the improvements pursuant to this Agreement are not covered by an additional named insured endorsement approved by the City, said subcontractor shall be required to meet the minimum insurance requirements noted herein. 5764- 440623RJ0403 \948167.19 5/1/13 EXHIBIT J Bell Agreement 5769- 44062 \N'13360 \AGRMf\ 1 136768.6 5 /1 /13 DRAFT DATED: 5/1/13 INFRASTRUCTURE CONSTRUCTION AND PAYMENT AGREEMENT (BELL AVENUE) THIS INFRASTRUCTURE CONSTRUCTION AND PAYMENT AGREEMENT (BELL AVENUE) (this "Agreement "), dated for identification purposes this day of , 2013, is entered into by and between the CITY OF TUSTIN ( "City "), a California municipal corporation and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ( "SOCCCD "), a California public agency. City and SOCCCD may also be individually referred to in this Agreement as a "Party" and collectively as the "Parties." RECITALS A. In May 2002, the United States of America, acting through the Department of the Navy (the "Navy "), approved an economic development conveyance of the former Marine Corps Air Station, Tustin ( "MCAS Tustin ") to City. On May 13, 2002, a portion of MCAS Tustin (the "City Fee Property ") was conveyed by federal deed to City. In addition, a portion of MCAS Tustin (the "City Leased Property") was leased by the Navy to City pursuant to that certain Lease in Furtherance of Conveyance between the United States of America and the City of Tustin for Portions of the Former Marine Corps Air Station Tustin dated May 13, 2002 (the "LIFOC "). B. On or about April 22, 2004, City and SOCCCD entered into that certain Agreement between City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus (the "Conveyance Agreement "), pursuant to which City agreed to convey a portion of City,Property comprising approximately 68.37 acres to SOCCCD on the terms and conditions set forth therein. Pursuant to the Conveyance Agreement, (I) City conveyed to SOCCCD fee title to approximately 37.66 acres of City Fee Property (the "SOCCCD Fee Property") and (2) City subleased to SOCCCD approximately 30.71 acres of City Leased Property (the "LIFOC Area "), pursuant to that certain Sublease between City of Tustin and the South Orange County Community College District for a Portion of MCAS Tustin dated April 29, 2004. The SOCCCD Fee Property and LIFOC Area are collectively referred to herein as the "Current SOCCCD Property." C. Concurrently with the execution hereof, City and SOCCCD are entering into the following agreements, among others: (1) An agreement for the exchange of real property (the "City Exchange Agreement "), pursuant to which SOCCCD has agreed (among other things) to convey to City by quitclaim deed certain portions of the Current SOCCCD Property, and City has agreed (among other things) to concurrently convey to SOCCCD by quitclaim deed certain other portions of MCAS Tustin. For the purposes of this Agreement, the "Exchange Close of Escrow" shall refer to the "Close of Escrow," as defined in the City Exchange Agreement. 1 5764- 44062 \ APB360\ 1 1 10063.15 5/1/13 (2) An amendment and restatement of the Conveyance Agreement and constituting a Development Agreement pursuant to California Government Code Sections 65864, et seq. (the "Development Agreement "), which Development Agreement will be recorded in the Official Records of Orange County, California (the "Official Records ") immediately following the execution thereof. The Development Agreement will become effective, in accordance with its terms, upon the Exchange Close of Escrow. Prior to the Exchange Close of Escrow, the Conveyance Agreement remains in effect. D. Pursuant to the terms and conditions of the City Exchange Agreement, City and SOCCCD have agreed to extend Bell Avenue from its current eastern terminus at Red Hill Avenue across the Current SOCCCD Property to Armstrong Avenue, as shown on the site map attached hereto as Exhibit A (the "Bell Avenue Extension "). The City Exchange Agreement provides for the dedication of land by SOCCCD for the construction of Bell Avenue (the "Bell Avenue ROW "). As shown on the site map attached as Exhibit A and the cross - section attached as Exhibit C, the Bell Avenue ROW is ninety -two feet (92') in width with two (2) lanes of traffic in each direction, with a one hundred forty -seven foot (147') flare at the intersection with Red Ilill Avenue. The Bell Avenue ROW is more particularly described in Exhibit B attached hereto. E. Certain former military buildings and related structures were and are located within the Bell Avenue ROW. For the purposes of this Agreement, the "ROW Improvements" shall include any former military buildings and related structures or other improvements, all or a portion of which were or are located within the Bell Avenue ROW, together with any abandoned pipelines or utility lines located within the Bell Avenue ROW. Prior to the date of this Agreement, SOCCCD demolished certain ROW Improvements that were located within the Bell Avenue ROW above or at grade (the "Demolished SOCCCD ROW Improvements "). The ROW Improvements other than the Demolished SOCCCD ROW Improvements, have not been demolished and are hereinafter called the "Standing ROW Improvements." The cost incurred by SOCCCD in connection with the demolition and removal of the Demolished SOCCCD ROW Improvements is in the amount of Six Hundred Twenty -Six Thousand Eight Hundred Eight and no /100 Dollars ($626,808.00) (the "SOCCCD ROW Demolition Costs "). Prior to the execution hereof, SOCCCD provided to City copies of paid invoices and other backup materials documenting the SOCCCD ROW Demolition Costs, and City reviewed and approved the same. F. Pursuant to Sections 81130 - 81149, inclusive, of the California Education Code (the "Field Act "), improvements which are built on property owned by SOCCCD or streets that bisect an SOCCCD campus may be subject to the authority of the California Division of the State Architect ( "DSA "). G. This Agreement is entered into by City and SOCCCD in order to establish certain obligations of the Parties for the design and construction of the Bell Avenue Extension, pursuant to the Specific Plan, the City Exchange Agreement and the Development Agreement. 2 5764- 44062\A213360 \1110063.16 5/2/13 AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and of the covenants, promises and undertakings set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and SOCCCD agree as follows: I. Definitions. Terms used in this Agreement and not otherwise defined shall have the meanings set forth in the Specific Plan, the Conveyance Agreement or the Development Agreement, as applicable. Unless the context otherwise requires, the following terms utilized in this Agreement shall have the meanings herein specified: "Bell Avenue" shall mean the road, sidewalk, lighting, signalization, landscaping and other improvements (including without limitation the SOCCCD Required Improvements) to be constructed by City within the Bell Avenue ROW as described in Exhibit "B ". "Bell Avenue Conceptual Plan" shall have the meaning as set forth in Section 4.3. "Bell Avenue Construction Plans" shall have the meaning as set forth in Section 4.5. "Bell Avenue Design Development Plans" shall have the meaning as set forth in Section 4.4. "Bell Avenue Extension" shall have the meaning as set forth in Recital D. "Bell Avenue Final Plans" shall have the meaning as set forth in Section 4.6. "Bell Avenue Intersection" shall mean an intersection of Bell Avenue at the approximate midpoint between Red Hill Avenue and Armstrong Avenue, which shall provide access to Bell Avenue to and from the SOCCCD Property. The precise location of the Bell Avenue Intersection will be designated by SOCCCD on the SOCCCD Required Improvements Plan. "Bell Avenue ROW" shall have the meaning as set forth in Recital D. "Bell Avenue Street Standards" shall have the meaning as set forth in Section 4.1. "City Exchange Agreement" shall have the meaning as set forth in Recital C. "Construction Commencement Deadline" shall have the meaning as set forth in Section 4.2. "Construction Completion Deadline" shall have the meaning as set forth in Section 4.12. "Demo Statement" shall have the meaning as set forth in Section 3.2. "Demolished SOCCCD ROW Improvements" shall have the meaning as set forth in Recital E. 5764- 44062VAP3360A 11101163.15 511:13 "Demolishing Party" shall have the meaning set forth in Section 3.1. "DSA" shall have the meaning as set forth in Recital F. "Effective Date" shall have the meaning as set forth in Section 2. "Exchange Close of Escrow" shall have the meaning as set forth in Recital C. "Final Budget Change" shall have the meaning as set forth in Section 4.7.4. "Final Budget Change Allowance" shall have the meaning as set forth in Section 4.7.3. "Liabilities" shall have the meaning as set forth in Section 4.16. "LIFOC Area" shall have the meaning as set forth in Recital B. "Non- Demolishing Party" shall have the meaning set forth in Section 3.1. "Notice to Demolish" shall have the meaning as set forth in Section 3.1. "Operating Budget" shall have the meaning as set forth in Section 4.7.3. "Payment Request" shall have the meaning as set forth in Section 4.14. "Preliminary Budget" shall have the meaning as set forth in Section 4.7.1. "Preliminary Budget Change" shall have the meaning as set forth in Section 4.7.2. "Project Initiation Notice" shall mean a written notice as by City to SOCCCD that City is initiating design work with its civil engineering firm for the construction of Bell Avenue. "ROW Improvements" shall have the meaning as set forth in Recital E. "Shared Costs" shall mean the following costs of City or SOCCCD with respect to Bell Avenue (other than the SOCCCD Required Costs and the Signalization Costs) as identified in this Agreement: (a) the SOCCCD ROW Demolition Costs; (b) the Standing ROW Demolition Costs; (c) the construction costs for Bell Avenue; (d) City's actual, reasonable cost of professional services directly related to construction of Bell Avenue, including engineering, legal, accounting, and similar professional services related to design and preparation of the Bell Avenue Conceptual Plan, the Bell Avenue Design Development Plans, the Bell Avenue Construction Plans, the Bell Avenue Final Plans, and costs of environmental evaluations required specifically for such improvements, which costs in total shall not exceed ten percent (10 %) of the construction costs for such improvements; (e) City's actual, reasonable cost of construction management services, which costs in total shall equal (i) three percent (3 %) of the construction costs for Bell Avenue if construction management services are provided by City utilizing its own employees or individuals acting as consultants to City, or (ii) five percent (5 %) of the construction costs of Bell Avenue if construction management services are provided by City through an arm's- length retention of a construction management firm; (f) City's actual, reasonable cost of contract services, which costs in total shall not exceed five percent (5 %) of the 4 5764-44062 A P 636011 1 10063.15 5/1/13 costs of construction of Bell Avenue, including (i) construction service fees in an amount equal to the amount of fees actually paid by City to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and review of Bell Avenue, (ii) inspection, construction staking, and materials testing and (iii) the premium costs for payment bonds, performance bonds or maintenance bonds and insurance for Bell Avenue; and (g) no item of cost relating to Bell Avenue shall be included in more than one category of cost specified in clauses (a) through (f) of this definition. "Signalization Costs" shall mean all planning, engineering and construction costs for any required sigmalization at the intersection of Red Hill Avenue and Bell Avenue or at the intersection of Armstrong Avenue and Bell Avenue. "SOCCCD Property" shall mean the real property owned or subleased by SOCCCD that is subject to the Development Agreement from and after the Effective Date. "SOCCCD Required Costs" shall mean shall mean the following costs of City with respect to the SOCCCD Required Improvements: (a) the construction costs for the SOCCCD Required Improvements; (b) City's actual, reasonable cost of professional services directly related to construction of the SOCCCD Required Improvements, including engineering, legal, accounting, and similar professional services related to design and preparation of the SOCCCD Required Improvements and costs of environmental evaluations required specifically for such improvements, which costs in total shall not exceed ten percent (10 %) of the construction costs for such improvements; (c) City's actual, reasonable cost of construction management services, which costs in total shall equal (i) three percent (3 %) of the construction costs for the SOCCCD Required Improvements if construction management services are provided by City utilizing its own employees or individuals acting as consultants to City, or (ii) five percent (5 %) of the construction costs of the SOCCCD Required Improvements if construction management services are provided by City through an arm's - length retention of a construction management firm; (d) City's actual, reasonable cost of contract services, which costs in total shall not exceed five percent (5 %) of the costs of construction of the SOCCCD Required Improvements, including (i) construction service fees in an amount equal to the amount of fees actually paid by City to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and review of the SOCCCD Required Improvements, (ii) inspection, construction staking, and materials testing and (iii) the premium costs for payment bonds, performance bonds or maintenance bonds and insurance for the SOCCCD Required Improvements; and (e) no item of cost relating to the SOCCCD Required Improvements shall be included in more than one category of cost specified in clauses (a) through (e) of this definition. "SOCCCD Required Improvements" shall mean all of the following, as designated in the SOCCCD Required Improvements Plan: (a) the Bell Avenue Intersection, including without limitation the installation of a traffic signal at the Bell Avenue Intersection if required by the City Engineer; (b) all curb cuts required by SOCCCD in its reasonable discretion in order to provide access to Bell Avenue to and from the SOCCCD Property; (c) all storm drain improvements installed in the Bell Avenue ROW, to the extent required in order to provide drainage for current or future development on the SOCCCD Property; (d) all utility improvements installed in the Bell Avenue ROW, to the extent that such utility improvements are required in order to provide sewer, water, electric, gas or telecommunications service to the SOCCCD Property; (e) any 5 5764 - 44062 \APB360 \1110063.15 5/1/13 improvements or changes made by the DSA to the Bell Avenue Design Development Plans pursuant to Section 4.4(b) below or to the Bell Avenue Construction Plans pursuant to Section 4.6(b) below; and (I) any changes to the Bell Avenue Construction Plans agreed to by the Parties pursuant to Section 4.5(b) below. "SOCCCD Required Improvements Deadline" shall have the meaning as set forth in Section 4.3. "SOCCCD Required Improvements Plan" shall have the meaning as set forth in Section 4.3. "SOCCCD ROW Demolition Costs" shall have the meaning as set forth in Recital E. "Standing ROW Demolition Costs" shall mean the actual and reasonable costs of the Demolishing Party with respect to the demolition of the Standing ROW Improvements whether fully or partially located within the Bell Avenue ROW, including the following: (a) engineering and permitting costs and the cost of removal and haulage of all above or at- ground structures and hardscape and the removal or severance of all abandoned pipelines or utility lines within the Bell Avenue ROW; and (b) the actual, reasonable costs of the Demolishing Party for construction management services, which costs in total shall equal (i) three percent (3 %) of the demolition costs of the Standing ROW Improvements if construction management services are provided by the Demolishing Party utilizing its own employees or individuals acting as consultants to the Demolishing Party, or five percent (5 %) of the demolition costs of the Standing ROW Improvements if construction management services are provided by the Demolishing Party through an arm's length retention of a construction management firm. "Standing ROW Improvements" shall have the meaning as set forth in Recital E above. 2. Effective Date. This Agreement shall become effective upon the date on which the Exchange Close of Escrow occurs (the "Effective Date "). In the event that the City Exchange Agreement is terminated for any reason, or in the event that the Effective Date shall not have occurred on or before June 30, 2013, then this Agreement shall terminate and be of no further force or effect. 3. Demolition of Standing ROW Improvements. 3.1 Demolishing Party. For the purposes of this Agreement, the "Demolishing Party" shall be SOCCCD if it elects to give written notice of its intent to demolish the Standing ROW Improvements (the "Notice to Demolish ") at any time from and after the Effective Date and prior to the delivery by City to SOCCCD of the Project Initiation Notice. If SOCCCD does not deliver the Notice to Demolish to City prior to the delivery by City to SOCCCD of the Project Initiation Notice, then City shall be the Demolishing Party, and City shall deliver the Notice to Demolish to SOCCCD. The "Non- Demolishing Party" shall be the Party that receives the Notice to Demolish. 3.2 Demo Statement. The Notice to Demolish shall include the proposed scope of work for the demolition of the Standing ROW Improvements and an estimate of the cost thereof. The Non - Demolishing Party shall review the Notice to Demolish, which review shall be 6 5764- 14062\A PB3601. I 1 10063.15 5/1/13 limited to: (a) whether the proposed work is necessary to demolish the Standing ROW Improvements and (b) whether the estimated costs thereof are reasonable. The Non - Demolishing Party shall approve or propose changes to the Notice to Demolish within fifteen (15) days of receipt. In the event that the Non - Demolishing Party proposes changes, then the Demolishing Party shall modify the scope of work or estimated costs thereof in accordance with Non- Demolishing Party's proposed changes, or the parties shall meet in good faith to discuss the same and reach agreement. Failure by the Non - Demolishing Party to approve or propose changes to the Notice to Demolish within such fifteen (15) day period shall be deemed approval by the Non - Demolishing Party. The Demolishing Party shall commence such demolition work within ninety (90) days after the Notice to Demolish is approved or deemed approved by the Non - Demolishing Party, and shall thereafter diligently pursue such demolition work to completion. The Non - Demolishing Party shall grant to the Demolishing Party an irrevocable license to enter upon Bell Avenue ROW as necessary in order to demolish the Standing ROW Improvements. At such time as the Demolishing Party shall have completed the demolition of the Standing ROW Improvements, the Demolishing Party shall deliver a statement (the "Demo Statement ") to the Non - Demolishing Party. The Demo Statement shall include a copy of the final application for payment from the contractor. The Demolishing Party shall provide to the Non - Demolishing Party, together with the Demo Statement, such written evidence as the Non - Demolishing Party shall reasonably require (including but not limited to final unconditional lien waivers) that all persons, firms, and corporations supplying work, labor, materials, supplies and equipment for the demolition of the Standing ROW Improvements have been paid, and that no claims on behalf of any such person, firm or corporation remain. The Standing ROW Demolition Costs shall be included in the Shared Costs. 4. Design and Improvement of Bell Avenue. 4.1 Standards for Design and Construction of Bell Avenue. Bell Avenue shall be designed and constructed by City within the Bell Avenue ROW in accordance with the then - applicable City street standards for public streets and in accordance with the cross - section attached hereto as Exhibit C (the "Bell Avenue Street Standards "), subject to review and approval of plans by the DSA and SOCCCD as set forth in Sections 4.4, 4.5 and 4.6 below. 4.2 Construction by City. City shall deliver the Project Initiation Notice to SOCCCD upon the commencement of the design work for the construction of Bell Avenue. Construction of Bell Avenue shall be commenced within twelve (12) months after the later to occur of the following: (a) the two (2) year anniversary of the Effective Date; or (b) the completion of the demolition of the Standing ROW Improvements by SOCCCD, if SOCCCD is the Demolishing Party (the "Construction Commencement Deadline "). 4.3 Designation of SOCCCD Required Improvements. Not later than ninety (90) days after delivery of the Project Initiation Notice, City shall provide SOCCCD with a conceptual plan prepared by a duly- licensed civil engineer for the improvement of Bell Avenue (the "Bell Avenue Conceptual Plan "), at City's initial cost and expense (subject to Section 4.14 below). On or before the SOCCCD Required Improvements Deadline (as defined below), SOCCCD shall provide City with a conceptual overlay plan to the Bell Avenue Conceptual Plan prepared by a duly- licensed civil engineer for the SOCCCD Required Improvements, including without limitation the precise location of the Bell Avenue Intersection (the " SOCCCD 7 5764 - 44062 1APB360 \1110063.15 5/1/13 Required Improvements Plan "). The Bell Avenue Intersection shall be designed in accordance with the Bell Avenue Street Standards. SOCCCD shall provide the SOCCCD Required Improvements Plan to City on or before that date (the "SOCCCD Required Improvements Deadline ") that is ninety (90) days after the date that City delivers the Bell Avenue Conceptual Plan to SOCCCD. City shall have thirty (30) days after its receipt of the SOCCCD Required Improvements Plan to approve or disapprove the same in its reasonable discretion; provided however, that City's right to approve or disapprove the SOCCCD Required Improvements Plan shall be limited to a determination that the same conforms to the Bell Avenue Street Standards or would materially increase the City's cost of maintenance of Bell Avenue upon the completion thereof. In the event that City disapproves the SOCCCD Required Improvements Plan, SOCCCD shall revise the same based on the comments of City, and shall resubmit the SOCCCD Required Improvements Plan to City. Upon resubmittal of the revised SOCCCD Required Improvements Plan, City shall have a period of twenty (20) days to approve or disapprove the same in its reasonable discretion; provided however, that City's right to approve or disapprove the SOCCCD Required Improvements Plan shall be subject to the same limitations set forth above. If City disapproves the revised SOCCCD Required Improvements Plan, then the Parties shall meet in good faith to resolve the remaining issues. Failure of City to give notice of approval or disapproval of the SOCCCD Required Improvements Plan within the applicable time period set forth above shall be deemed approval. The cost incurred by SOCCCD in the preparation and revision of the SOCCCD Required Improvements Plan shall be borne solely by SOCCCD. 4.4 Bell Avenue Design Development Plans and DSA Review. Following approval or deemed approval of the SOCCCD Required Improvements Plan by City, City shall cause design development plans (the "Bell Avenue Design Development Plans ") to be prepared incorporating the SOCCCD Required Improvements within the Bell Avenue Conceptual Plan. SOCCCD shall then submit the Bell Avenue Design Development Plans to the DSA for its preliminary review, in order to expedite DSA's final review and approval of the Bell Avenue Construction Plans pursuant to Section 4.6 below. If the DSA requires changes in the Bell Avenue Design Development Plans, then the Parties shall meet in good faith to discuss the DSA's required changes, which meeting may include the DSA if mutually agreed by the Parties. If the Parties are unable to cause the DSA to withdraw or modify the DSA's required changes to the mutual satisfaction of the Parties, then (a) City shall cause its civil engineer to revise the Bell Avenue Design Development Plans so as to address the DSA's changes; and (b) if the DSA's required changes either (i) cause the cost of constructing Bell Avenue to increase beyond the cost of constructing Bell Avenue in accordance with the Bell Avenue Street Standards or (ii) will cause City's cost of maintenance of Bell Avenue upon the completion thereof to materially increase, then in either such event, such changes shall be included as SOCCCD Required Improvements. 4.5 Bell Avenue Construction Plans. Following preliminary review of the Bell Avenue Design Development Plans by the DSA, City shall employ qualified engineers, at its initial cost and expense (subject to the provisions of Section 4.14), to prepare all plans, specifications, document, and drawings necessary and required for the construction of Bell Avenue, in conformance with the Bell Avenue Design Development Plans (collectively, the "Bell Avenue Construction Plans "). The Bell Avenue Construction Plans shall conform to all applicable federal, state, and local governmental laws, ordinances, rules, and regulations, 8 5764- 44062VAP8360A1 110063.15 5/1/13 including the Field Act, the DSA's rules and regulations and the Bell Avenue Street Standards ( "Governmental Requirements "). City shall submit the Bell Avenue Construction Plans to SOCCCD, and SOCCCD shall have thirty (30) days to approve or disapprove the same in its reasonable discretion. If SOCCCD disapproves the Bell Avenue Construction Plans, then the Parties shall meet in good faith to resolve SOCCCD's issues. Failure of SOCCCD to give notice of approval or disapproval of the Bell Avenue Construction Plans within the applicable time period set forth above shall be deemed approval. City shall pay all permit fees, inspection fees, connection fees, and other fees customarily charged by applicable governmental authorities, as may now exist or as may be charged in the future, arising out of or related to the planning, engineering or construction of Bell Avenue, subject to provisions for reimbursement set forth in Section 4.14; provided however, that if (a) SOCCCD disapproves the Bell Avenue Construction Plans and (b) the revisions to the Bell Avenue Construction Plans agreed to by the Parties either (i) cause the cost of constructing Bell Avenue to increase beyond the cost of constructing Bell Avenue in accordance with the Bell Avenue Street Standards or (ii) will cause City's cost of maintenance of Bell Avenue upon the completion thereof to materially increase, then in either such event, such changes shall be included as SOCCCD Required Improvements. 4.6 DSA Review. Following approval or deemed approval of the Bell Avenue Construction Plans by SOCCCD, SOCCCD shall submit the Bell Avenue Construction Plans to the DSA for review and approval for compliance with Governmental Requirements, in accordance with the DSA's rules and regulations. If DSA requires changes in the Bell Avenue Construction Plans, then the Parties shall meet in good faith to discuss the DSA's required changes, which may include a meeting at the DSA's San Diego office if mutually agreed by the Parties. If the Parties are unable to cause the DSA to withdraw or modify the DSA's required changes, then (a) the City shall cause its civil engineer to revise the Bell Avenue Construction Plans so as to obtain the approval of the DSA; and (b) if the DSA's required changes either (i) cause the cost of constructing Bell Avenue to increase beyond the cost of constructing Bell Avenue in accordance with the Bell Avenue Street Standards or (ii) will cause City's cost of maintenance of Bell Avenue upon the completion thereof to materially increase, then in either such event, such changes shall be included as SOCCCD Required Improvements. SOCCCD shall then submit the revised Bell Avenue Construction Plans to the DSA for its final approval. Upon the final approval of the Bell Avenue Construction Plans by the DSA, such plans shall be referred to herein as the "Bell Avenue Final Plans." 4.7 Budget. 4.7.1 Following the approval or deemed approval by City of the SOCCCD Required Improvements Plan pursuant to Section 4.3 above, City shall prepare a preliminary budget for the construction of Bell Avenue, in accordance with the Bell Avenue Conceptual Plan and the SOCCCD Required Improvements Plan (the "Preliminary Budget "). City shall submit the Preliminary Budget to SOCCCD, and SOCCCD shall have thirty (30) days to approve or disapprove the same in its reasonable discretion. If SOCCCD disapproves the revised Preliminary Budget, then the Parties shall meet in good faith to resolve SOCCCD's objections. Failure of SOCCCD to give notice of approval or disapproval of the Preliminary Budget within the time period set forth above shall be deemed approval. 9 5764- 44062VAPB360A 1110063.15 5/1/13 4.7.2 If City becomes aware of the need for a change to the Bell Avenue Preliminary Budget (a "Preliminary Budget Change "), it shall immediately notify SOCCCD of the same and the reason for such Preliminary Budget Change. If SOCCCD does not approve the changes, the Parties shall meet in good faith to resolve SOCCCD's objections. The Parties shall meet as frequently as necessary in order to agree on the Preliminary Budget Change, so that the design of Bell Avenue can continue without interruption. 4.7.3 Following the final approval of the Bell Avenue Construction Plans by the DSA pursuant to Section 4.6 above, City shall prepare a final operating line item budget for the construction of Bell Avenue in accordance with the Bell Avenue Final Plans and the Preliminary Budget (the "Operating Budget "). The Operating Budget shall include a budget change allowance of ten percent (10 %) for a Final Budget Change pursuant to Section 4.7.4 below (the "Final Budget Change Allowance "). Each Party shall be responsible for obtaining any applicable approvals of the Bell Avenue Operating Budget from its governing body. No construction of Bell Avenue shall commence until any applicable approvals of the Operating Budget shall have been obtained from the governing bodies of the Parties. 4.7.4 If City becomes aware of the need for a change to the Operating Budget (a "Final Budget Change "), it shall immediately notify SOCCCD of the same and the reason for such Final Budget Change. If SOCCCD does not approve the change, the Parties shall meet in good faith to resolve SOCCCD's objections. The Parties shall meet as frequently as necessary in order to agree on the Final Budget Change, so that the construction of Bell Avenue can continue without interruption. Without limiting the generality of the foregoing, City shall use the Final Budget Change Allowance if necessary so that construction of Bell Avenue can continue without interruption while any necessary approvals of the Final Budget Change are obtained by the Parties from their respective governing bodies. 4.8 Construction. At such time as City is required to commence construction of Bell Avenue hereunder, City shall employ a licensed contractor or contractors to construct and complete Bell Avenue at the sole cost and expense of City (subject to the provisions of Section 4.14 below). The Bell Avenue construction project shall be let in accordance with California Public Contract and Labor Codes and in accordance with the applicable laws, rules, and regulations of all governmental authorities having jurisdiction over Bell Avenue. City shall require in its bid package for the Bell Avenue construction project that all bids include separate line items and unit costs for the SOCCCD Required Improvements. City shall provide SOCCCD with copies of the accepted bid and construction contract promptly upon the execution thereof. Bell Avenue shall be installed in strict compliance with the City and DSA approved Bell Avenue Final Plans and this Agreement. All requirements of the applicable storm water pollution protection plans for the Bell Avenue ROW shall be implemented and maintained by City. In addition, City shall install and maintain construction fencing separating the construction area from non - construction activities. 4.9 License. During the construction of Bell Avenue, upon written request of City, SOCCCD shall grant to City's contractor(s) a revocable license to use such portions of the SOCCCD Property, in addition to the Bell Avenue ROW, as City may reasonably require for the construction of Bell Avenue or for the staging of construction equipment and materials. The location of the license area shall be subject to the mutual agreement of the Parties. City shall not 10 5764- 44062W PB360\ I 1 10063.15 5/1/13 interfere with any construction activities of SOCCCD on the SOCCCD Property. If City's contractor(s) disturb any portion of the SOCCCD Property outside the Bell Avenue ROW, then City shall cause such portion of the SOCCCD Property to be restored to its condition prior to the commencement of construction. 4.10 Insurance. City and/or its selected contractor and SOCCCD and/or its selected contractor (if SOCCCD is the Demolishing Party or elects to cure any City default by constructing Bell Avenue pursuant to Section 4.13 below), shall obtain and continue in effect or cause to be obtained and continued in effect at all times insurance conforming with the requirements of Exhibit D attached hereto. City's and SOCCCD's obligations to continue in effect (or cause to continue in effect) insurance pursuant to this Section 4.10 shall survive the termination of this Agreement for any reason. 4.11 Notice of Completion; Project Close -Out. Upon satisfactory completion of Bell Avenue in accordance with the Bell Avenue Final Plans, City shall file promptly with the County Recorder of the County of Orange a Notice of Completion pursuant to the provisions of California Civil Code Section 9204. City shall furnish to SOCCCD a duplicate copy of such Notice of Completion showing thereon the date of filing with the County Recorder. City shall be responsible for obtaining project close -out from the DSA, the Regional Water Quality Control Board and all other applicable governmental authorities. SOCCCD shall act as liaison in obtaining project close -out from the DSA, and shall assist in the selection of the required DSA certified inspector. SOCCCD shall provide City with the necessary supplementary condition language to the construction documents for the Bell Avenue Extension in order to meet DSA inspection and certification requirements. In no event shall the Bell Avenue Extension be opened for use until project close -out from the DSA has been obtained by City. 4.12 Time for Completion of Construction. City shall have twelve (12) months after the Construction Commencement Deadline to complete the construction of Bell Avenue (the "Construction Completion Deadline "); provided that the Parties recognize that the Construction Completion Deadline is premised on the Parties being able to timely resolve disagreements as between themselves and the DSA, if any, with respect to obtaining final approvals for the various Bell Avenue plans and budgets called for under this Agreement, and to that end the Parties agree to timely cooperate in good faith to resolve such issues. In the event that City is prevented from commencing or completing construction because of an event of Force Majeure (as defined below), then the time for City's performance shall be extended for the period of time equal to the duration of such event of Force Majeure which prevented City from commencing or completing construction, provided that City notifies SOCCCD in writing within thirty (30) days from the date upon which City became aware of such event of Force Majeure. "Force Majeure" shall mean any of the following events, to the extent that such events are beyond the control of City and its consultants and not due to an act or omission of City or its consultants: acts of God, war, unusually severe weather, casualty (fire, earthquake or other casualty, in each case only if causing material physical destruction or damage to the Bell Avenue ROW), civil unrest (an epidemic, blockade, quarantine, rebellion, insurrection, act of terrorism, strike or lock -out, riot, act of sabotage, civil commotion, freight embargo, or lack of transportation), delays in obtaining required approvals from any governmental authorities, injunctions or litigation (a lawsuit that restrains, enjoins, challenges, or delays construction of Bell Avenue which directly impairs the ability of City to perform), delays caused by the 11 5764 - 44062 \APB360 \1110063.15 5/1/13 bankruptcy by City's contractor(s) or delays caused by the surety company that issued payment or performance bonds for the construction of Bell Avenue. 4.13 Right to Cure. If City fails to commence or complete the construction of Bell Avenue on or before the applicable dates set forth herein, or otherwise fails to construct Bell Avenue in accordance with its obligations under this Agreement, then SOCCCD may demand, by giving written notice to City, that City cure its breach. The written demand must identify the obligation that is breached and the steps that SOCCCD believes are required to cure the breach. If City fails to commence to cure the breach within thirty (30) days of receipt of the written notice and proceed diligently to completely cure the breach, then SOCCCD may cure the breach with contractors designated by SOCCCD, subject to the requirements of the surety company that issued payment or performance bonds for the construction of Bell Avenue. In such event, (a) SOCCCD shall be entitled to reimbursement for the costs it incurs in curing such breach in accordance with Section 4.14 below; and (b) SOCCCD shall have an irrevocable license to enter the Bell Avenue ROW for the construction of Bell Avenue or the staging of construction equipment and materials. Upon completion of Bell Avenue by SOCCCD pursuant to this section and in accordance with the Bell Avenue Final Plans, City shall accept Bell Avenue into its system of streets and the corresponding maintenance and liability responsibilities therefor. City further acknowledges and agrees that its obligations in the immediately preceding sentence shall be specifically enforceable by SOCCCD. 12 5 764- 440 621A PB360\ I 1 10063.15 5/1/13 4.14 Reimbursement for Costs of Constructing Bell Avenue. SOCCCD shall reimburse City for fifty percent (50 %) of the Shared Costs and one hundred percent (100 %) of the SOCCCD Required Costs incurred by City in the design and construction of Bell Avenue, to the extent that such Shared Costs and SOCCCD Required Costs are incurred in accordance with the Operating Budget approved or deemed approved by SOCCCD pursuant to Section 4.7 above; subject to a credit for the SOCCCD ROW Demolition Costs and, if applicable, the Standing ROW Demolition Costs. City shall bear one hundred percent (100 %) of all Signalization Costs. City shall provide SOCCCD with copies of each draw request by the contractor within three (3) days of City's approval thereof. At such time as City shall have filed a Notice of Completion of Bell Avenue, City shall deliver a payment request (the "Payment Request ") to SOCCCD. The Payment Request shall set forth an itemized account of all Shared Costs and SOCCCD Required Costs incurred in connection with the design and construction of Bell Avenue, as identified in the accepted City bid documents and approved draw requests. City shall provide to SOCCCD, together with the Payment Request, such written evidence as SOCCCD shall reasonably require (including but not limited to interim and final waivers of lien and sworn statements) that all persons, firms, and corporations supplying work, labor, materials, supplies and equipment for the design and construction of Bell Avenue have been paid, and that no claims on behalf of any such person, firm or corporation remain. SOCCCD shall remit to City within thirty (30) days after receipt of the Payment Request an amount equal to fifty percent (50 %) of the Shared Costs and one hundred percent (100 %) of the SOCCCD Required Costs; provided however, that SOCCCD shall receive a credit against the amount due for the SOCCCD ROW Demolition Costs and, if applicable, the Standing ROW Demolition Costs. Upon payment by SOCCCD of the amount shown in the Payment Request, SOCCCD shall have no further obligation to reimburse City for any Shared Costs or SOCCCD Required Costs, subject to SOCCCD's audit right set forth in Section 4.15 below. 4.15 Audit. SOCCCD shall have the right within thirty (30) days after receipt of the Payment Request to require an audit of the books and records of City which pertain to the Shared Costs and SOCCCD Required Costs shown in the Payment Request. Such audit shall be conducted by a public accounting firm mutually agreed by the Parties. Such audit shall be conducted at City's office during normal business hours and after ten (10) days' prior written notice and shall be completed within sixty (60) days of receipt of the Payment Request. SOCCCD shall pay to City an amount equal to fifty percent (50 %) of the Shared Costs and one hundred percent (100 %) of the SOCCCD Required Costs as calculated by the auditor within thirty (30) days after the auditor submits the results of the audit; provided however, that SOCCCD shall receive a credit against the amount due for the SOCCCD ROW Demolition Costs. If the auditor determines that the Shared Costs or SOCCCD Required Costs were overstated by ten percent (10%) or more, then City shall pay the reasonable expenses of the audit. Otherwise, SOCCCD shall pay such expenses. 4.16 City Indemnity. City shall protect, indemnify, defend and hold harmless SOCCCD, and its agents, contractors, employees, principals, and officers, and the Federal Government (with respect to any portion of the Bell Avenue ROW or the SOCCCD Property that is LIFOC Area), with counsel reasonably acceptable to SOCCCD, from and against any and all claims, damages, liens, stop notices, liabilities, losses, costs and expenses, including reasonable attorneys' fees and court costs and expenses (all of the foregoing, collectively "Liabilities "), resulting from City's activities under this Agreement including, but not limited to, demolition 13 5764 -44062\APB360\ 1110063.15 5/1/13 work or construction of Bell Avenue, except as to those Liabilities attributable to the gross negligence or willful misconduct of SOCCCD, or its agents, contractors, employees, principals, and officers. City's indemnification obligations set forth herein shall survive the termination of this Agreement for any reason. 4.17 SOCCCD Indemnity. If SOCCCD is the Demolishing Party or elects to cure any City default by constructing Bell Avenue pursuant to Section 4.13 above, then SOCCCD shall protect, indemnify, defend and hold harmless City, and its agents, contractors, employees, principals, and officers, and the Federal Government (with respect to any portion of the Bell Avenue ROW that is LIFOC Area) with counsel reasonably acceptable to SOCCCD, from and against any and all Liabilities resulting from SOCCCD's activities under this Agreement, except as to those Liabilities attributable to the gross negligence or willful misconduct of City, or its agents, contractors, employees, principals, and officers. SOCCCD's indemnification obligations set forth herein shall survive the termination of this Agreement for any reason. 4.18 Offer of Dedication. Pursuant to the City Exchange Agreement, an offer of dedication of the Bell Avenue ROW will be recorded in the Official Records (the "Offer of Dedication "). Such Offer of Dedication will include a condition (the "Road Use Condition ") that Bell Avenue shall have been constructed by City and opened to the public within five (5) years after date of recordation of the Offer of Dedication in the Official Records. If the Road Use Condition is not satisfied in a timely manner, SOCCCD shall not exercise its power of termination as set forth in the Offer of Dedication unless City is in default of its obligations under this Agreement beyond all applicable notice and cure periods. In the event that SOCCCD is in default of its obligations under this Agreement beyond all applicable notice and cure periods, then SOCCCD shall, within ten (10) days following written notice from City, execute and deliver a quitclaim deed in recordable form terminating the Road Use Condition. 5. Miscellaneous. 5.1 Captions; Incorporation by Reference. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. Each of the Exhibits attached to this Agreement is hereby incorporated into this document as if set forth in full herein. 5.2 Interpretation; Governing Law. This Agreement shall be construed as if prepared by both parties hereto. Any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the drafting party shall not be applicable and is hereby waived. This Agreement shall be governed by and construed under the laws of the State of California. 5.3 Attorneys' Fees. In the event of any legal action or other proceeding between the Parties regarding this Agreement (an "Action "), the prevailing party shall be entitled to the payment by the losing party of its reasonable attorneys' fees, expert witness fees, court costs and litigation expenses, as determined by the court. 14 5764- 44062'APB360 \1110063.15 5/1/13 5.4 Post - Judgment Attorneys' Fees. The prevailing party in any Action shall be entitled, in addition to and separately from the amounts recoverable under Section 5.3 above, to the payment by the losing party of the prevailing party's reasonable attorneys' fees, expert witness fees, court costs and litigation expenses incurred in connection with (a) any appellate review of the judgment rendered in such Action or of any other ruling in such Action, and (b) any proceeding to enforce a judgment in such Action. It is the intent of the Parties that the provisions of this Section 5.4 be distinct and severable from the other rights of the Parties under this Agreement, shall survive the entry of judgment in any Action and shall not be merged into such judgment. 5.5 Severability. In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void, or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law. 5.6 Authority. Each of the individuals executing this Agreement verifies that each of them has the authority to enter into this Agreement, that the necessary resolutions or other consents have been passed or obtained, and that this Agreement shall be binding on the Owner for whom each of them is signing. 5.7 Further Actions. The parties shall execute and deliver such further documents and shall take such further actions as may be reasonably necessary to effectuate the terms of this Agreement. 5.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but when taken together shall constitute one and the same instrument. 15 5764 -04062 \APB360\ 1 .1 10063.15 5/I/13 5.9 Amendment. This Agreement only may be amended by a written instrument executed and acknowledged by both parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date set forth opposite their respective signatures below. DATED: CITY: CITY OF TUSTIN, a California municipal corporation By: Name: Jeffrey C. Parker Title: City Manager APPROVED AS TO LEGAL FORM: By: Name: Title: DATED: SOCCCD: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a California public agency By: Name: Gary L. Poertner Title: Chancellor 16 5764- 440621APB36011 110063.15 5/1/13 Exhibit A Site Map Exhibit A 5764- 44062APB360 \1110063.15 5/1/13 Exhibit B Bell Avenue ROW Exhibit B 5764 -44062 \APB360\ 1 1 10063.15 5/1/13 Exhibit C Cross - Section of Bell Avenue Exhibit C 5764- 440621AP B360\ 1110063.15 5/1/13 South North 92' R,Poi -fr / ?' 8' 1 8 ./ 12' 11 1 Thr6,,gn I I ,..ougr, / 9.n; 1 Pign: 1 fir',,e, 1 e _c.c.- ---k 1 Lane 1 Lane I I Ile 1 I i■rn .1 Lin ! ; urn I ...... .___ . arc „ — — -.r c.,, .••i••.......•••=% ,r, L.r L ' Pa■n915—p c Ve6ian SECTION A-A BELL AVENUE MI i-C; I it; I. AV: Nut) South 92• North R/V1 46' 86' /5 2---S . / 12' !?' t— 12' 12 :1' FY ' i ke 78:6.86 iarouuh i IThrc,,gn f Througn 11 Bike te L ar:8 Is818 E Lane I 1.;!_ne ____HyPn.a. _ 1 L ne 8/ fint-MiSr —e:-.< U Painted— I etrti,Ii9 ', Medan SECTION B-B RFLI. AVENUE (116-'iC81.) South North IVA/ 92' S. 16' 46' ' 8' 3' "-- 20' 12.' 11 1f 12' 12 8' 8 !9ign: i L891 1 I 9-Jugt, 1968,....g6, I Like I Like I I , Ur e r IL.:6 rn Laic i Lae I Lane J."' 7Yr -c.::, L Pan tee SECTION C--C BELL AVENUE 811" ARMSMi.:NC AVIclIF) BELL AVENUE SECTIONS 9.:“ /0 SF10 PREPARED BY: HUNSAICER & ASSOCIATES P . NG • PNcaNzteic • 51.INFING BAIT PAHCO: P917:1.449' 4, 20? 3 Exhibit C 576444062 APB360 \ 1110063.15 5/1/13 Exhibit D Insurance Requirements For purposes of this Exhibit D, "Insuring Party" shall refer to City and/or its selected contractor, and "Other Party" shall refer to SOCCCD. In addition, if SOCCCD is the Demolishing Party or elects to cure any City default by constructing Bell Avenue pursuant to Section 4.13 of this Agreement, then SOCCCD shall be the Insuring Party and City shall be the Other Party with respect to the work performed by SOCCCD. A. Insuring Party is aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or undertake self - insurance in accordance with the provisions of that Code and will comply with such provisions before commencing the performance of the work of this Agreement. B. Insuring Party and all subcontractors shall carry workers' compensation insurance for the protection of its employees during the progress of the work. The insurer shall waive its rights of subrogation against Other Party, its officers, agents and employees and shall issue an endorsement certificate to the policy evidencing same. C. Insuring Party shall at all times carry, on all operations hereunder, bodily injury, including death, and property damage liability insurance, including automotive operations, bodily injury and property damage coverage; and builders' all risk insurance. All insurance coverage shall be in amounts specified by Other Party in the Insurance Requirements and shall be evidenced by the issuance of a certificate in a form prescribed by Other Party and shall be underwritten by insurance companies satisfactory to Other Party for all operations, subcontract work, contractual obligations, product or completed operations, all owned vehicles and non -owned vehicles. Said insurance coverage obtained by Insuring Party, excepting workers' compensation coverage, shall name Other Party, its Trustees, Officers, Agents, Employees, Engineers, and Consultants for this Agreement, and all public agencies from whom permits will be obtained and their Directors, Officers, Agents and Employees, as determined by Other Party, as additional insureds on said policies. D. Before Insuring Party performs any work at, or prepares or delivers materials to, the site of construction, Insuring Party shall furnish certificates of insurance evidencing the foregoing insurance coverages and such certificates shall provide the name and policy number of each carrier and policy and that the insurance is in force and will not be canceled without thirty (30) days written notice to Other Party. Insuring Party shall maintain all of the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by Other Party. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of Other Party by Insuring Party under Section 4.16 or Section 4.17 of this Agreement, as applicable. Notwithstanding nor diminishing the obligations of Insuring Party with respect to the foregoing, Insuring Party shall subscribe for and maintain in full force and effect during the life of this Agreement, the following insurance in amounts not less than the amounts specified and Exhibit D 5764-44062 A P B 3 6 01 1110063.15 5/I/13 issued by a company admitted in California and having an A.M. Best's Guide Rating of "A -" Class VII or better: However, Other Party will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation subject to Other Party's option to require a change in insurer in the event the State Fund financial rating is decreased below "B." Workers' Compensation Public Liability, in the form of either Comprehensive General Liability or Commercial General Liability written on a per - occurrence basis In Accordance with the Workers' Compensation Act of the State of California - Minimum of $1,000,000. $2,000,000 Combined Single Limit, per occurrence for bodily injury, death, and property damage; OR $2,000,000 per occurrence, with $2,000,000 aggregate for bodily injury, death, and property damage; OR $3,000,000 aggregate, separate for this project for bodily injury, death and property damage. Automobile Liability, including non -owned $1,000,000 combined single limit per occurrence. and hired vehicles Insuring Party or its contractor ( "Contractor ") shall also obtain at its sole cost and expense and maintain in effect from the inception of the Agreement until the filing of a Notice of Completion and with an extended reporting period of not less than five (5) years after the filing of a Notice of Completion, Pollution Legal Liability insurance which provides financial protection and assurance for the benefit of Insuring Party and Other Party, for all claims, losses, expenses and costs related to or arising from pollution conditions, including those related to asbestos containing materials, lead based paint, PCBs and petroleum products and their derivatives that are created, released or conveyed through Insuring Party's or its Contractor's or the Contractor's agents' activities and performance under this Agreement including negligence or failure to perform the project ( "Environmental Pollution Insurance "). Contractor shall provide both Parties with a Certificate of Insurance form which evidences the required Environmental Pollution Insurance. This certificate shall be submitted with the Agreement documents and shall cover risks associated with personal injury, property damage, defense costs and remediation costs, in an aggregate amount of not less than $2,000,000.00 and with a self- insured retention amount not in excess of $100,000 per claim. Such insurance contract shall name Other Party and the Department of the Navy (only for those portions of the project within a LIFOC Area) as additional insureds, without any limitations on coverage different from those provided for the Contractor. Such policy shall provide that the carrier waives any right of subrogation against Insuring Party, the Tustin Public Financing Agency and Other Party. Such policy shall not be a cancelable by Insuring Party or its Contractor without the prior written consent of Other Party, and shall have the premium paid at inception and 100% earned at that time. Insuring Party or its Contractor shall provide evidence of its ability to satisfy Exhibit D 5764- 41062\APB360 \1110063.15 5/I/13 multiple self - insured retention amounts (multiple SIRs would be the SIR for each claim so if there were 5 claims, the Contractor would have to satisfy the $100,000 SIR 5 times). Other Party or its representatives shall at all times have the right to inspect and receive the original or a certified copy of all said policies of insurance, including certificates. Insuring Party shall pay the premiums on the insurance hereinabove required. All or a portion of the insurance requirements provided herein may be satisfied through self - insured retentions maintained in the usual and customary practice of Insuring Party. Exhibit D 5764-44062 \APB360 1 1 10063.15 5/1/13 EXHIBIT K General Escrow Provisions 5764- 44062\APB360\AGRM I \I 136768.6 5/1/13 Escrow General Provisions - REVISED JUNE 20, 2011 Receipt of these provisions deems acceptance of the terms. Please read for general information about the escrow process. 1. SPECIAL DISCLOSURES: A. DEPOSIT OF FUNDS & DISBURSEMENTS Unless directed in writing to establish a separate, interest - bearing account together with all necessary taxpayer reporting information, all funds shall be deposited in general escrow accounts in a federally insured financial institution including those affiliated with Escrow Holder ("depositories"). All disbursements shall be made by Escrow Holder's check or by wire transfer unless otherwise instructed in writing. The Good Funds Law (California Insurance Code 12413.1) mandates that Escrow Holder may not disburse funds until the funds are, in fact, available in Escrow Holder's account. Wire transfers are immediately disbursable upon confirmation of receipt. Funds deposited by a cashier's or certified check are generally available on the next banking day following deposit. Funds deposited by a personal check and other types of instruments may not be available until confirmation from Escrow Holder's bank which can vary from 2 to 10 days. B. DISCLOSURE OF POSSIBLE BENEFITS TO ESCROW HOLDER As a result of Escrow Holder maintaining its general escrow accounts with the depositories, Escrow Holder may receive certain financial benefits such as an array of bank services, accommodations, loans or other business transactions from the depositories ("collateral benefits "). All collateral benefits shall accrue to the sole benefit of Escrow Holder and Escrow Holder shall have no obligation to account to the parties to this escrow for the value of any such collateral benefits. C. MISCELLANEOUS FEES Escrow Holder may incur certain additional costs on behalf of the parties for services performed, or fees charged, by third parties. The fees charged by Escrow Holder for services including, but not limited to, wire transfers, overnight delivery/courier services, etc. may include a mark up over the direct cost of such services to reflect the averaging of direct, administrative and overhead charges of Escrow Holder for such services which shall, in no event, exceed $10 for each markup. D. METHOD TO DELIVER PAYOFF TO LENDERS /LIENHOLDERS To minimize the amount of interest due on any existing loan or lien, Escrow Holder will deliver the payoff funds to the lender /lienholder as soon as Escrow Holder is able after confirmation of recordation /close of escrow and as demanded by the lender /lienholder using (a) personal delivery, (b) wire transfer, or (c) overnight delivery service, unless otherwise directed in writing by the affected party. Certain payments such as home equity line of credit payoffs ( "HELOCS ") may require additional time to process. 2. PRORATIONS & ADJUSTMENTS The term "close of escrow" means the date on which documents are recorded. All proration and /or adjustments shall be made to the close of escrow based on the number of actual days, unless otherwise instructed in writing. 3. CONTINGENCY PERIODS Escrow Holder shall not be responsible for monitoring contingency time periods between the parties. The parties shall execute such documents as may be requested by Escrow Holder to confirm the status of any such periods. 4. REPORTS a. Preliminary Report - Escrow Holder has neither responsibility nor liability for any title search that may be performed in connection with the issuance of a preliminary report. b. Other Reports -As an accommodation, Escrow Holder may agree to transmit orders for inspection, termite, disclosure and other reports if requested, in writing or orally, by the parties or their agents. Escrow Holder shall deliver copies of any such reports as directed. Escrow Holder is not responsible for reviewing such reports or advising the parties of the content of same. 5. INFORMATION FROM AFFILIATED COMPANIES Escrow Holder may provide the parties' information to and from its affiliates in connection with the offering of products and services from these affiliates. THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CAUFORNIA DEPARTMENT OF INSURANCE. Copyright Ink Page l of 6. RECORDATION OF DOCUMENTS Escrow Holder is authorized to record documents delivered through escrow which are necessary or proper for the issuance of the requested title insurance policy(ies). Buyer will provide a completed Preliminary Change of Ownership Report form ( "PCOR'). If Buyer fails to provide the PCOR, Escrow Holder shall close escrow and charge Buyer any additional fee incurred for recording the documents without the PCOR. Escrow Holder is released from any liability in connection with same. 7. PERSONAL PROPERTY TAXES No examination, UCC search, insurance as to personal property and /or the payment of personal property taxes is required unless otherwise instructed in writing. 8. REAL PROPERTY TAXES Real property taxes are prorated based on the most current available tax statement from the tax collector's office. Supplemental taxes may be assessed as a result of a change in ownership or completion of construction. Adjustments due either party based on the actual new tax bill issued after close of escrow or a supplemental tax bill will be made by the parties outside of escrow and Escrow Holder is released of any liability in connection with such adjustments. The first installment of California real property taxes is due November 1st (delinquent December 10th) and the second installment is due February 1st (delinquent April 10th). If a tax bill is not received from the County at least 30 days prior to the due date, buyer should contact the County Tax Collector's office and request one. Escrow Holder is not responsible for same. 9. CANCELLATION OF ESCROW a. Any party desiring to cancel this escrow shall deliver written notice of cancellation to Escrow Holder. Within a reasonable time after receipt of such notice, Escrow Holder shall send by regular mail to the address on the escrow instructions, one copy of said notice to the other party(ies). Unless written objection to cancellation is delivered to Escrow Holder by a party within 10 days after date of mailing, Escrow Holder is authorized, at its option, to comply with the notice and terminate the escrow. If a written objection is received by Escrow Holder, Escrow Holder is authorized, at its option, to hold all funds and documents in escrow (subject to the funds held fee) and to take no other action until otherwise directed by either the parties' mutual written instructions or a final order of a court of competent jurisdiction. If no action is taken on this escrow within 6 months after the closing date specified in the escrow instructions, Escrow Holder's obligations shall, at its option, terminate. Upon termination of this escrow, the parties shall pay all fees, charges and reimbursements due to Escrow Holder and all documents and remaining funds held in escrow shall be returned to the parties depositing same. b. Notwithstanding the foregoing, upon receipt of notice of cancellation by a seller in a transaction subject to the Home Equity Sales Contract law (CC §1695 et seq.), Escrow Holder shall have the right to unilaterally cancel the escrow and may return all documents and funds without consent by or notice to the buyer. 10. CONFLICTING INSTRUCTIONS & DISPUTES If Escrow Holder becomes aware of any conflicting demands or claims concerning this escrow, Escrow Holder shall have the right to discontinue all further acts on Escrow Holder's part until the conflict is resolved to Escrow Holder's satisfaction. Escrow Holder has the right at its option to file an action in interpleader requiring the parties to litigate their claims /rights. If such an action is filed, the parties jointly and severally agree (a) to pay Escrow Holder's cancellation charges, costs (including the funds held fees) and reasonable attorneys' fees, and (b) that Escrow Holder is fully released and discharged from all further obligations under the escrow. If an action is brought involving this escrow and /or Escrow Holder, the party(ies) involved in the action agree to indemnify and hold the Escrow Holder harmless against liabilities, damages and costs incurred by Escrow Holder (including reasonable attorneys' fees and costs) except to the extent that such liabilities, damages and costs were caused by the negligence or willful misconduct of Escrow Holder. 11. USURY Escrow Holder is not to be concerned with usury as to any loans or encumbrances in this escrow and is hereby released of any responsibility and /or liability therefore. THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. Copyright Info Page 2 of 4 12. AMENDMENTS TO ESCROW INSTRUCTIONS Any amendment to the escrow instructions must be in writing, executed by all parties and accepted by Escrow Holder. Escrow Holder may, at its sole option, elect to accept and act upon oral instructions from the parties. If requested by Escrow Holder the parties agree to confirm said instructions in writing as soon as practicable. The escrow instructions as amended shall constitute the entire escrow agreement between the Escrow Holder and the parties hereto with respect to the subject matter of the escrow. 13. FIRE, HAZARD OR LIABILITY INSURANCE POLICIES In all matters relating to fire, hazard or liability insurance, Escrow Holder may assume that each policy is in force and that the necessary premium has been paid. Escrow Holder is not responsible for obtaining fire, hazard or liability insurance, unless Escrow Holder has received specific written instructions to obtain such insurance prior to close of escrow from the parties or their respective lenders. 14. COPIES OF DOCUMENTS; AUTHORIZATION TO RELEASE Escrow Holder is authorized to rely upon copies of documents, which include facsimile, electronic, NCR, or photocopies as if they were an originally executed document. If requested by Escrow Holder, the originals of such documents shall be delivered to Escrow Holder. Escrow Holder may withhold documents and /or funds due to the party until such originals are delivered. Documents to be recorded MUST contain original signatures. Escrow Holder may furnish copies of any and all documents to the lender(s), real estate broker(s), attorney(s) and /or accountant(s) involved in this transaction upon their request. Delivery of documents by escrow to a real estate broker or agent who is so designated in the purchase agreement shall be deemed delivery to the principal. 15. EXECUTION IN COUNTERPART The escrow instructions and any amendments may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute the same instruction. 16. TAX REPORTING, WITHHOLDING & DISCLOSURE The parties are advised to seek independent advice concerning the tax consequences of this transaction, induding but not limited to, their withholding, reporting and disclosure obligations. Escrow Holder does not provide tax or legal advice and the parties agree to hold Escrow Holder harmless from any loss or damage that the parties may incur as a result of their failure to comply with federal and /or state tax laws. WITHHOLDING OBLIGATIONS ARE THE EXCLUSNE OBLIGATIONS OF THE PARTIES ESCROW HOLDER IS NOT RESPONSIBLE 70 PERFORM THESE OBLIGATIONS UNLESS ESCROW HOLDER AGREES IN WRITING. A. TAXPAYER IDENTIFICATION NUMBER REPORTING Federal law requires Escrow Holder to report seller's social security number or tax identification number (both numbers are hereafter referred to as the 'TIN"), forwarding address, and the gross sales price to the Internal Revenue Service ( "IRS"). To comply with the USA PATRIOT Act, certain taxpayer identification information (including, but not limited to, the TIN) may be required by Escrow Holder from certain persons or entities involved (directly or indirectly) in the transaction prior to closing. Escrow cannot be closed nor any documents recorded until the information is provided and certified as to its accuracy to Escrow Holder. The parties agree to promptly obtain and provide such information as requested by Escrow Holder. B. STATE WITHHOLDING & REPORTING In accordance with Section 18662 of the Revenue and Taxation Code (R &TC), a buyer may be required to withhold an amount equal to 3 1/3% (.0333) of the sale price, or an optional gain on sale withholding amount certified by the seller in the case of a disposition of California real property interest by either: 1. A seller who is an individual, trust, estate, or when the disbursement instructions authorize the proceeds to be sent to a financial intermediary of the sellers. 2. A corporate seller that has no permanent place of business in California immediately after the transfer of title to the California property. THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE Copyrightlnfo Page 3 of The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount required to be withheld or five hundred dollars ($500). However, notwithstanding any other provision included in the California statutes referenced above, no buyer will be required to withhold any amount or be subject to penalty for failure to withhold if any of the following applies: 1. The sale price of the California real property conveyed does not exceed one hundred thousand dollars ($100,000). 2. The seller executes a written certificate under the penalty of perjury certifying that the seller is a corporation with a permanent place of business in California. 3. The seller, who is an individual, trust, estate, or a corporation without a permanent place of business in California, executes a written certificate under the penalty of perjury of any of the following: a. The California real property being conveyed is the seller's or decedent's principal residence (within the meaning of Section 121 of the Internal Revenue Code (IRC)). b. The last use of the property being conveyed was by the transferor as the transferor's principal residence (within the meaning of IRC Section 121). c. The California real property being conveyed is, or will be, exchanged for property of like kind (within the meaning of IRC Section 1031), but only to the extent of the amount of gain not required to be recognized for California income tax purposes under IRC Section 1031. d. The California real property has been compulsorily or involuntarily converted (within the meaning of IRC Section 1033) and the seller intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for California income tax purposes under IRC Section 1033. e. The California real property transaction will result in a loss or net gain not required to be recognized for California income tax purposes. The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement. Contact FTB: For additional information regarding California withholding or for the Alternative Withholding, contact the Franchise Tax Board at (toll free) 888- 792- 4900), by e-mail WSCS.GEN @ftb.ca.gov; or visit their website at www.ftb.ca.gov. C. FEDERAL WITHHOLDING & REPORTING Certain federal reporting and withholding requirements exist for real estate transactions where the seller (transferor) is a non - resident alien, a non - domestic corporation, partnership, or limited liability company; or a domestic corporation, partnership or limited liability company controlled by non - residents; or non - resident corporations, partnerships or limited liability companies. D. TAXPAYER IDENTIFICATION DISCLOSURE Federal and state laws require that certain forms include a party's TIN and that such forms or copies of the forms be provided to the other party and to the applicable governmental authorities. Parties to a real estate transaction involving seller - provided financing are required to furnish, disclose, and include the other party's TIN in their tax returns. Escrow Holder is authorized to release a party's TINs and copies of statutory forms to the other party and to the applicable governmental authorities in the foregoing circumstances. The parties agree to hold Escrow Holder harmless against any fees, costs, or judgments incurred and /or awarded because of the release of their TIN as authorized herein. THIS COMPANY CONDUCES ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE. Copyright Info Page 4of4 EXHIBIT L City Exchange Parcels Commitment (to be provided under separate cover) 5 7 64 -7 4 062 W P 133 60\A G RMT 113 676 8.6 5/1/13 EXHIBIT M SOCCCD Exchange Parcels Commitment (to be provided under separate cover) 576444062 W PB360 W GR MT 1136768.6 5/1/13 EXHIBIT N SOCCCD —City Quitclaim Deed 5764-44062 \A13133601AORM 111 136768.6 5 /1113 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: Vice Chancellor, Business Services South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, California 92692 -3635 Mail copy of Quitclaim Deed and Tax Statements to: City Manager The City of Tustin 300 Centennial Way Tustin, California 92780 Exempt from Recording Fees Per Government Code Section 6103 Space Above This Line Reserved for Recorder's Use QUITCLAIM DEED AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471 FROM SOCCCD TO CITY (City - SOCCCD Land Exchange Agreement) THIS DEED is made this day of 2013, by the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ( "SOCCCD ") in favor of the CITY OF TUSTIN, CALIFORNIA, a municipal corporation organized under the laws of the State of California ( "CITY "). RECITALS: WHEREAS A. CITY requested from the United States of America (the "Government ") conveyance of a portion of the former Marine Corps Air Station Tustin, ( "MCAS Tustin ") which was closed pursuant to and in accordance with the Defense Base Closure and Realignment Act of 1990, as amended (Pub. L No. 101 -510; "Base Closure Act ") and which is no longer required for military purposes; B. The Government and CITY entered into that certain Agreement between the United States of America and the City of Tustin, California, for the Conveyance of a 5764 - 440621810403 \1116106.12 4/23/13 Portion of the Former Marine Corps Air Station Tustin, dated May 13, 2002 as amended by "Modification One (1)" dated April 10 2006, "Modification Two (2)" dated July 31, 2006 and "Modification Three (3)" dated December 19, 2011 (as so amended and modified, the "Navy -City Conveyance Agreement ") which sets forth the terms and conditions of the conveyance of portions of MCAS Tustin from the Government to CITY; C. Pursuant to California Civil Code § 1471 and a Finding of Suitability to Transfer ( "FOST "), the Government determined that it is reasonably necessary to impose certain restrictions on the use of the City Property to protect present and future human health or safety or the environment as a result of the presence of hazardous materials on portions of the City Property described hereinafter with particularity; D. CITY and SOCCCD entered into that certain Agreement between the City of Tustin and the South Orange County Community College District for the Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus, dated April 22, 2004, (the "City - SOCCCD Conveyance Agreement ") setting forth the terms and conditions of the conveyance of a portion of the City Property from CITY to SOCCCD; E. Subsequently, CITY and SOCCCD entered into that certain Development Agreement and Amended and Restated Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus dated , 20 , and recorded in the Official Records of the County Recorder of Orange County, California, on , 20 ( "Official Records ") as Instrument No. (the "Development Agreement "), which, among other things, amends and restates the City - SOCCCD Conveyance Agreement in its entirety; F. Pursuant to the Navy -City Conveyance Agreement, the Government conveyed certain real property at the Marine Corps Air Station, Tustin ( "City Property ") to CITY; G. In accordance with the City - SOCCCD Conveyance Agreement, CITY conveyed, on one or more occasions, portions of the City Property (the "SOCCCD Property ") to SOCCCD; and H. CITY and SOCCCD have entered into that certain Agreement for the Exchange of Real Property dated , 20_ (the "Land Exchange Agreement "), pursuant to which SOCCCD has agreed to convey to CITY certain portions of the SOCCCD Property in exchange for the conveyance by CITY to SOCCCD of certain portions of the City Property. NOW THEREFORE, SOCCCD, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby remise, release and forever quitclaim to CITY, all of SOCCCD's right, title and interest in and to that 2 5764 - 44062 \R1 D403 \1116106.12 4/23/13 certain real property, comprising seven and 8 /10ths (7.8) acres more or less (hereinafter "SOCCCD Exchange Property "), as more particularly described in Exhibit "A." TOGETHER WITH all improvements on the City Exchange Property. 1. SUBJECT TO THE FOLLOWING: 1.1 Encumbrances. City agrees to accept conveyance of the SOCCCD Exchange Property subject to all covenants, conditions, restrictions, easements, rights -of- way, reservations, rights, agreements, and encumbrances of record, including those set forth in that certain Quitclaim Deed and Environmental Restriction Pursuant to Civil Code Section 1471 (the "2004 Quitclaim Deed ") recorded on April 29, 2004 as Instrument No. 2004000369376 in the Official Records. 1.2 City Obligations. The quitclaim deed from the Government conveying the City Property to CITY (the "Government Deed ") was recorded prior to the recordation of the 2004 Quitclaim Deed conveying the SOCCCD Exchange Property from the CITY to SOCCCD. The Government Deed placed certain obligations ( "City Obligations ") on CITY with regard to the environmental condition of the SOCCCD Exchange Property. In turn, in the 2004 Quitclaim Deed, SOCCCD acknowledged and assumed the City Obligations. By CITY's acceptance of this Quitclaim Deed, City hereby (a) re- assumes the City Obligations; (b) acknowledges that SOCCCD's assumption of the City Obligations is terminated; and (c) forever releases SOCCCD from the City Obligations; provided, however, that SOCCCD shall remain liable for any breach of the City Obligations during the period in which SOCCCD had ownership and possession of the SOCCCD Exchange Property. 2. "As is, Where Is, With All Faults ". SOCCCD makes no warranties regarding the environmental conditions on the SOCCCD Exchange Property; SOCCCD has no knowledge regarding the accuracy or adequacy of the Government's remediation of the City Property as provided in the Government Deed. CITY acknowledges that it has examined the SOCCCD Exchange Property and is acquiring the SOCCCD Exchange Property from SOCCCD in an "AS IS, WHERE IS, WITH ALL FAULTS" condition, in its present state and condition and with all faults, which provisions shall survive the close of escrow related to this transaction and do not merge with this Deed. 3. COVENANTS RUNNING WITH THE LAND. The terms of this Deed, are hereby agreed and declared by SOCCCD and CITY and declared to be covenants running with the land and enforceable as restrictions and equitable servitudes against the SOCCCD Exchange Property, and are hereby declared to be and shall be binding upon the SOCCCD Exchange Property and SOCCCD and the successors and assigns of SOCCCD owning all or any portion of the SOCCCD Exchange Property. 4. NOTICES: All notices, consents, demands, requests and other communications a party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first -class mail to the address set for below. Either party may change its address by notifying the other party of the change 3 5764- 44062WD4031111610612 4/23/13 of address in writing. Notice shall be deemed communicated forty -eight (48) hours from the time of mailing if mailed as provided in this Section: If to CITY: City of Tustin 300 Centennial Way Tustin, California 92780 Attn: City Manager With a copy (which shall not George R. Schlossberg, Esq. constitute notice) to: Kutak Rock LLP 1101 Connecticut Avenue, N.W., Suite 1000 Washington, DC 20036 If to SOCCCD: And to: Vice Chancellor, Business Services South Orange County Community College District 8000 Marguerite Parkway Mission Viejo, CA 92692 Andrew P. Bernstein, Esq. Jackson DeMarco Tidus & Peckenpaugh 2030 Main Street, 12th Floor Irvine, California 92614 ]Signature Page Follows] 4 5764- 44062 \R1 D403 \1116106.12 4/23/13 IN WITNESS WHEREOF, SOCCCD has caused its name to be signed to this Deed on the day first above written. SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT By: Name: Gary Poertner Title: Chancellor Date: ACKNOWLEDGEMENT OF CITY'S COVENANTS TO INDICATE ACCEPTANCE of its covenants and agreements contained in this Deed and receipt of the documents described herein, CITY has executed this document on the date written below. Attest: Name: City Clerk Approved as to Form: Name: City Attorney , Esq. CITY OF TUSTIN By: Date: 5 Name: Jeffrey C. Parker Title: City Manager 5764-440621 RUD40311116106.12 4/23/13 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 whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his /her authorized capacity, and that by his /her signature on the instrument the person, or the entity upon behalf of which the person 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: STATE OF CALIFORNIA COUNTY OF On , , before me, (SEAL) (here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his /her authorized capacity, and that by his /her signature on the instrument the person, or the entity upon behalf of which the person 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: 6 (SEAL) 5764-44062 \RJ D403 \I 116106.12 4/23/13 EXHIBIT A Legal Description of SOCCCD Exchange Property (attached) To Quitclaim Deed and Environmental Restriction Pursuant to Civil Code Section 1471 (Areas 1 & 9) 7 5764- 44062 \R10403 \1116106.12 423/13 I.KCAL DESCRIPTION OF AREA No. I 'lush,,, CA Portlun APN: 430,283•16 April 19, 2013 BM' No. 20122000-13 Vag:: 1 of RezIpiiiipedy silo :lust in the City of TuNtia, Cottaly of Ortiolic, Stifle of described a:, Iiillows; Being a poi lion iii ['ARC 12 I-21,-1.1 as :cc:id parcel is described in i ecru& document em it led -Qua CLAIM Drai AND IINVIRONIENTAI. RES1111(..' HON PURSUANT 10 CIVIL CODE sycnoN 1471" tilLd for record on April 29, 200-1 in Doe. No. 2004000369376, ResooL; of Orange County, nowt.: oarlietilarly described ifs follows; BEGINNING at die most southerly comer or OM rtinox olooi: file soon- oxemeri )- line or said r A itc:ti , I -E-1.: the 011ov:tug tight t,Sj courses: Ninth 4.Sr-.17'52" West, 7(10.55 feet to the beginning of a icnucol cerstt havini it radius '11 2285.1* reel: 2. Aliii said clove. fir-ow:It ;•ri. 0;' 3. Neith ,ItO5028n Fast 21.)7 feet; 4. Nor It 4909..12" Wri!i., 15,95 5, Siitt;11.54P501:.'8“ West, 2E1.64 reel to 11w beginning ,,la nolidangintt cure concave in the nurthettt, !laving a rutl kis or 22S5.06, to whiclt point a rialtal line hears Seidl] West; Notdoecsterly along last said cent, through a central angle unbl"29'36"., Cur an arc length a 179,10 red; 7. Norh 4250.119" ct t1.R6 reel; S. North -12'5009" West 37.23 feet in du: nottlisvesorly line of said P. !Will, I -EI.1; hence k-a', ii iaiii sOttlImeritcr!.i nth: along last notdissederly tine il Ust FIn htee t3 I North .10'.39'13" East. .024,93 Reg Nodli 49:1tE45" \Vest, 130.4r, feet; 3. Ncrth 49'3915" Rol. 30,tifi feet; Ihige I of 2 Thence Icavinu cud r•oriliwc,iiedy tine, South '19'20%13" Fag, Izi:+.3 filitr: 'Elienct South 4(P3915" West, 20.8S Feet; "Iltenee South 492015" Ectil, 21;1..37 feet hr the soothe:1st:Ay line of PARCEI. I -I:- I .1: hence along said soudraddeily1111O I he fidliminr.1111st: etolesc•s: 1 • •!-;okillt 30'51'45" \Veit, 31E5.52 led; 2. South .stron'IN't Enii.173.SS feei: 3. South ilop3V15" Wtoa,159.25 reel to We POINT OF 111:GINNI NCI, Com:Eli:Ali all tired t 295,(Cri square aerCilottro Icss. Being ti porlioil Ms.;,.::.::or's Pared Nuiabci 4.10.2S3-16 NItown on -Scholl:1k 1"1111orfletllwrent and tootle El part Ituvor, For: HU linineers, f3).: Ihnois I P.L.S. No. 6F,68 License 0-30.2014 413- zin 3 . • , .,• „ • • ,.•O - :t. Sof 3,13.210:3 I 3 A I IP I ,a1.35.•41 flail I \VII MAIN'•1 II:A I S 1 NSI) Page 2 or:). If I CITY OF TUSTIN N , 39'111' 30.66' APN: 430 - 283 -18 14 42'66'05" W w7.7.i - -. 14 4 2.561t19.' w ..a ai•oisl" £0 -) 6'- 2265.06' t, =4'29 36" - 179.20' 5 42.3415" W( ) -L3 L2_ N 42'1017 E(R) LI '1.205.Bf,' L =2&68' S 41127'081W(R) ;Is u C1 N UI N 40'39'15" F 624,9x' SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 283 -16 PARCEL 1 -E -1.1 DOC. NO. 2004000369376 LAND EXCHANGE AREA NO. 1 295,627 sq. ft. ± 6.787 acrest LINE TABLE LINE BEARING LENCTI4 L1 _ -. 1.2 r± 9Q:Y_r Imo' I-_21.07_ N 49' ' " 15.Q3' 20.64' L3 P •0'5021'W' 4 Pb) NT or OEG NNING 5 40'39'15' W. :%;i`9.2 5 .49'51'45" 'It 305.52' u ct N a N 4 J_ S 4 6'3'1 i 5 '8 ?0, Sit' ro W N 4 Ot URI: 22006.13 PIA I% \ LAND S7AI' 1,D'W0 .1 W 'n w RANCI.IO SANTIAGO COMMUNITY COLLEGE DISTRICT AND SHERIFFS TRAINING FACILITY APN: 430 - 283 -19 �eKr I ram I O>MO4 !Puna' G00 SOUTH MAIN STREEI SUITE 920 GRANGE, CA 92060 714 -4I5 -05500 714 -- 415 -0590 (FAX) Subjul SCHEDULE 1 LAND LXCIANGF, AREA I Job No, 20122006. 13 —_V By RI , Date j/J9 /13 SHEEF . - -- 1 OF 1 — tr-oBKI" iie;0■••■• soluross IIIISCRIPTION 01:AREA NO. 9 Tustin, CA Portion of AI'S: 4311-282-13 April 19, 2013 13M: Ni. 2012201Th-0 Page I oil Realinioperly Silt“th'd in rho City OrTu'itill, County or ocoop:, Sbte Ur Cu l ifurci;:i, Described as itilhIVS■ lhthm all el PARCEL I as sidd parcel is described in tlidt cc:rule:1 document enthIcti "Qum:LAW 1: AND liNVIRONMENTAI, RESTRICTION PURSUANT 'IC) CIVIL CODE SECTION 1171" Wed roi Nord od May IA, 2002 in One. Nn. 2002040-1593. Records Or Orange County. i»cot, inailleularly described as l'ollti.mis; COMIYIPNCING at the most sown...a:doily comer Of P.:111.11W.WEL I ,Ii• 3: the liricul said the folloss.in;; la 1, (2) ontosesi. I. Sown .1114II0,4" 11'or.l, I 23,159 lot; 2. Stanit S7t32511" era., 2I,69 feet to tlic soinlitee.i.ialy line of said PARCEL 1-1...•;:t Ilts. nlint: said tkitithcsisicrIi: Int:and aim-: said Iv Lle tie tiplillecin■i. etzhi I. :malt \\ eta. 9.92 Tool to lie befiloutn:.4 Co:tekIVC I:IV 2 Noratortittorlisi along! raid eurt,:i, :loony)) central anii;:eo:i12°.:11119'1, lbf are E:::12.1;) OF 31,99 FM: 2, Nod: \V,-,I, 2S Cl leol le the ito,tilitinizt Dia tan2ton eon is, cencriv; sotahtvesto ly, liuviiijt (11. I POO !VVI, ah)Ily NUM lilFtli101 1 venhal flhItC of I hi nit ate length p131 .7') reel: 3. N010: 43-`iP7.53" Vest, •12,11 ket Ia the beginning id' a tinetiesti curet. ereicave schtliscestsily, vjuir 1.1(hlti or C,. Norrluse:itirily along said Curve, Orsonnli a ventral ante 05'70111', r„, are length ice% 7. ti.'inalt :1920'0 l'' \Vera, 13.29 Ica: S. Noult led to the porrIntiestaly rico oliiitili.11,AltClil. I lioncleayhito said ranitheiritaly itail itiothwesierle lilt.: the ItOlowhig three O1 t's:01s: I. Norill :101S211" kora. 502'10 :`CL: 2. Sotch 49-213e" bast, 12,00 Icelt kast, -11.13 ...ea In the tiortheasterly hue el said PAIZCEI. I Page I iii 7 111eurc Iravittv u0r1:04•1•trily alotip aiIj nolthiagicrly line, South .1‘:0191s4' Rut, 1c.P.:.24 red to the IWt 11NNINi :it) orra •1.1,:1.197 .4;nmit kt Or LOU I mars 1111.1(Q or les4,. I king a portion or .A:a4assor's Parcel Nriaber •1:10-2;12-1 3 .,■% N13111111 I/II "SellethIle. I" au:Jelled hereto anti made A part liereaf. For 111CP Enviticers I iv: • 4.• I la ViS Thrc:;11, P.1 S. No. 6SOS r 1 icein,e t19-3t1-20 1.1 ' IiUc •• ." to 5 't:ttt]1•120:A. It A It Plii.lt,:71:1117:1;Slii'itt •; t A!A I Xi 'II \ At Pug: 2 012 E1ERy 4 Yid lz1f� +'r "nmJJlz SOU fH ORANGE COUNTY I COMMUNITY COLLEGE DISTRICT APN: 430-282-13 ft- 1464.04' (5:30.11- 1.- 140.62' 12:1.8 ?• PROPOSED 4RE4 7 PARCEL 1 -E -3 DOC. NO. 20020404595 / LAND EXCHANGE / AREA NO.9 J 43,597 sq. ft.± 1.001 acres S' I,i S:fT3) •od;) ^P hi: Gli irilri^ SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-252-11 E. \:lIJRI2 \12.01 -13 PLAIS \I.A9e "3'11;AP O,DWWG 1 CITY OF TUSTIN APN: 430.282 -26 CURVE TABLE CURVE cl RADIUS_ 1412_ 159.50' DELTA LENGTH_ 12.48'14" 11.2510' 31.99' 31.79 -. C2 LINE TABLE liNE BEARING LENGTH Li N 45'10'56" W 9,92' 12 N 3..4' - 25,61' 13 N 4,749'53" W 42.11' 14 N 49'20'044 VI 15.29' 1.5 N 04'20'50" W 36.%8 _ 16 ___ _ N 40'38'2,9` E _ 50.00' 17 5 49•11'31" E _ 12.00' In -_h1 41r39W79" E_L 41,13'._"' PLAT TO ACCOMPANY LEGAL DESCRIPTION �BNf IwmntrI tonna, 1Vllumn 1300 SOUTH MAIN STREET suiru 020 ORANCE, (:A 92808 714...415 -0500 714- 415 - -0599 (rAx) Subject SCHEDULE I 1 AND C XeliANCE ARR.A Job No. 20172406 -13 _ y FL Date 4L1W /13 Chkd.W$_ SHEET -_ I OF I EXHIBIT 0 SOCCCD -City Bill of Sale 5764-44062 \ AP B 3 60 VA G R M l \ 1136768.6 5/1/13 BILL OF SALE FROM SOCCCD TO CITY FOR FORMER MILITARY PERSONAL PROPERTY LOCATED AT THE FORMER MARINE CORPS AIR STATION, TUSTIN (Pursuant to City- SOCCCD Land Exchange Agreement) This Bill of Sale is made this . day of , 20 by and between the CITY OF TUSTIN ( "City"), a municipal corporation organized under the laws of the State of California, and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ( "SOCCCD "). RECITALS A. City requested from the United States of America (the "Government ") conveyance of a portion of the former Marine Corps Air Station Tustin, ( "MCAS Tustin ") which was closed pursuant to and in accordance with the Defense Base Closure and Realignment Act of 1990, as amended (Pub. L No. 101 -510; "Base Closure Act ") and which is no longer required for military purposes; B. The Government and City entered into that certain Agreement between the United States of America and the City of Tustin, California, for the Conveyance of a Portion of the Former Marine Corps Air Station Tustin, dated May 13, 2002 as amended by "Modification One (1)" dated April 10 2006, "Modification Two (2)" dated July 31, 2006 and "Modification Three (3)" dated December 19, 2011 (as so amended and modified, the "Navy -City Conveyance Agreement ") which sets forth the terms and conditions of the conveyance of portions of MCAS Tustin from the Government to City; C. City and SOCCCD entered into that certain Agreement between the City of Tustin and the South Orange County Community Collect District for the Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus, dated April 22, 2004, (the "City- SOCCCD Conveyance Agreement") setting forth the terms and conditions of the conveyance of a portion of the City Property from City to SOCCCD; D. Pursuant to the Navy -City Conveyance Agreement, the Government conveyed by quitclaim deed ( "Government Deed ") certain real property at the Marine Corps Air Station, Tustin ( "City Property") to City; E. In accordance with the City - SOCCCD Conveyance Agreement, City conveyed, a portion of the City Property (the "SOCCCD Property") to SOCCCD, and conveyed certain personal property appurtenant to the SOCCCD Property to SOCCCD by a bill of sale; F. Subsequently, City and SOCCCD entered into that certain Development 5764 -44062 \I 116142.6 I28 /II Agreement and Amended and Restated Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus dated , 20 , and recorded in the Official Records of the County Recorder of Orange County, California, on , 20 as Instrument No. (the "Development Agreement "), which, among other things, amends and restates the City - SOCCCD Conveyance Agreement in its entirety; G. City and SOCCCD have entered into that certain Agreement for the Exchange of Real Property dated , 20 . (the "Land Exchange Agreement "), pursuant to which SOCCCD has agreed to convey to City certain portions of the City Property (the " SOCCCD Exchange Parcels ") in exchange for the conveyance by SOCCCD to City of certain portions of SOCCCD Property; and H. Pursuant to the Land Exchange Agreement, the SOCCCD will also transfer to City, under a bill of sale, all tangible personal property owned by SOCCCD that is located on and used in connection with the SOCCCD Exchange Parcels (the "Personal Property"). MUTUAL UNDERSTANDINGS NOW, THEREFORE, in consideration of the foregoing recitals and other consideration set forth herein, it is mutually agreed as follows: I. Transfer. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SOCCCD hereby grants, releases, quitclaims and transfers to City all of its right, title and ownership of the Personal Property. Notwithstanding anything to the contrary herein, the Personal Property does not include and SOCCCD does not hereby transfer any office furniture, laboratory equipment, computers, servers or other furniture, fixtures and equipment used for educational purposes that is located on the SOCCCD Exchange Parcels. 2. Former Military Property; No Warranty. The Personal Property sold under this Bill of Sale was acquired by SOCCCD from City. City hereby understands and acknowledges that the SOCCCD has no knowledge and makes no representations as the Personal Property's fitness, adequacy or safety for any particular purpose. The Personal Property is delivered to City "as is," "where is," and SOCCCD makes no warranty of any kind, and particularly no warranty as to its usability generally or as to its fitness or safety for any particular purpose. 3. Indemnification. SOCCCD shall not be responsible, and City agrees that it shall be responsible for and at all times relieve, indemnify, protect, defend and hold harmless SOCCCD and all of its officers, agents and employees from any and all claims and demands, actions, proceedings, losses, liens, costs and judgments of any kind and nature whatsoever, including expenses incurred in defending against legal actions, for death or injury to persons or damage to property and for civil fines and penalties arising or growing out of, or in any manner connected with, the ownership, use, operation, maintenance, storage, sale or lease by City of any Personal Property transferred under this Bill of Sale except to the extent such death or 5764 - 44062 \1116142.6 I/28/I3 injury to persons or damage to property is caused by the activities of SOCCCD, its officers, agents and employees related to the use, operation, maintenance, storage, sale or lease of any such Personal Property. IN WITNESS WHEREOF, the parties hereto have, on the respective dates set forth below, duly executed this contract. SOUTH ORANGE COUNTY CITY OF TUSTIN COMMUNITY COLLEGE DISTRICT By: By: Name: Gary L. Poertner Name: Jeffrey C. Parker Title: Chancellor Title: City Manager Date: Date: 5764 -44062 \1116142.6 1/28/13 EXHIBIT P SOCCCD Bell Avenue Dedication 5764-44062W0360 \AG RMT 1136768.6 5/1/13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Manager The City of Tustin 300 Centennial Way Tustin, California 92780 Exempt from Recording Fees Per Government Code Section 6103 Space Above This Line Reserved for Recorder's Use OFFER OF DEDICATION (BELL AVENUE) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ( "Offeror ") does hereby offer to dedicate to the CITY OF TUSTIN ( "City"), fee title to that certain real property (the "Right -of- Way ") located in the City of Tustin, County of Orange, State of California more particularly described in Exhibits "A" and `B" attached hereto and incorporated herein by this reference, and all of Offeror's present and future right, title and interest in that certain real property located in the City of Tustin, County of Orange, State of California more particularly described in Exhibit "C" attached hereto for the purposes ( "Road Purposes ") of maintenance and operation of a road and sidewalk for use by members of the public, together with associated drainage structures and utilities. This Irrevocable Offer of Dedication is made subject to: (a) all covenants, conditions, restrictions, reservations, rights, rights -of -way and easements of record; and (b) the condition subsequent that a public street meeting the City's standards for same shall be constructed by City on the Right -of -Way and open for to the public for Road Purposes, within five (5) years after the date of recordation hereof (the "Road Use Condition "). Offeror and City intend that the Road Use Condition shall be both a covenant of City in favor of Offeror and a right vested in Offeror, its successors and assigns, including 5764- 44062V\PA360\1127382.6 4/11/13 the right to the conveyance of legal title to, and subsequent possession of, the Right -of- Way if the Road Use Condition is not fulfilled. This right vested in Offeror includes the right to enforce the Road Use Condition against City as a power of termination under California Civil Code Section 885.010, el seq. Conveyance of the Right -of -Way to Offeror following a violation of the Road Use Condition shall be without cost or expense to Offeror, without compensation to City for any improvements to the Right -of -Way and without Offeror's incurring any other liability to City. Upon the satisfaction of the Road Use Condition, Offeror shall, upon request of City, execute and deliver a quitclaim deed in recordable form so as to terminate the Road Use Condition. Signatures on following page. Date: , 2013 OFFEROR: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT By: Name: Gary Poertner Title: Chancellor 2 5764- 44062WPB36011 127382.6 4/11/13 CITY OF TUSTIN CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by this Irrevocable Offer of Dedication dated , 2013, from the South Orange County Community College District to the above -named City, is hereby accepted by the undersigned officer on behalf of the City Council of the above -named City pursuant to authority conferred by resolution of such City Council on , and City consents to the recording thereof by its duly authorized officer. City, by acceptance hereof expressly accepts and agrees to be bound by and assume the obligation to perform of the Road Use Condition stated above and acknowledges that such obligation shall be binding on City for the benefit of Offeror, its successors and assigns. Dated: CITY OF TUSTIN: , 20 By: Name: Title: Authorized Officer 2 5764- 440621APn360\ 1127382.6 4/11/13 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 whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his /her authorized capacity, and that by his /her signature on the instrument the person, or the entity upon behalf of which the person 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: STATE OF CALIFORNIA COUNTY OF (SEAL) 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 whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his /her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person 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) 5764- 440621APB36011127382.6 4/II/13 Exhibit "A" to Irrevocable Offer of Dedication Legal Description of Property All that certain land situated in the City of Tustin, County of Orange, State of California, described as follows: [SOCCCD ROW Fee / Area 4] 5764 -04062 V&PB3 6011 12 73 8 2.6 4/11/13 BkF S.. ,:,rd,- Ply.•ot'. LEGAL Dlisrlttl'7loN I)FAItf:A NO. d Tustin, CA Pot lion of AI'N: •130 2S3-l6 April 19, 2013 Ma F No. 201221W-I3 Pare 1 of I Iti,al properl., siotated iu the Lily ofTos :io.. C,.law). of Oran!.o, Sale of C'ulitin eia, deir: ibcd as follows'', 1101115 a portion of I'ARCRI. I- 1' :•i.1 as said parcel is described iu ILaI cratuiu doutmeni entitle(' '01!11(N% AIM I)lila) ANT) ENVIRONMENTAL RESTRICTION 1'IJRS1JANT TO CIVII. Cf)lf; NEC I ION 1.17 I" tiled li^r rea'Urd IA Apt it 29, 21101 in Doc, No. 20011111i016937b, Records of orsngc C'ul :nty, RUIN pan ienlarly describ ed as follows; (.1tNI iL'\CIN(i ui 1110 uio;l norIhcIstcrly corner of I'ARCI11.I- 11-2.1. said parcel Is deticrihixI ill that . , I I loin a l ' ,lNI: AI)nUS I >,I1:-NT !NO. LI,,\ (l i.t11, riled for le:ora on April 15, 2I0.1 in I i!leluncnr Tan ,'IlII; nc(NI,";5.5, Uuu!gr ('(511x1\' It(ccrds; I1letxc along the oILd%clalerly lip.: ref mid I'N(C'EL 1.11-2.1, So:d11 11,'11)115" !ia5l 1113,35 R•rt o 111.; 1 11011 Iti)hNT CJh t!IicINI$Ih!(;; 1II :•nc, :linwilt j G;i . +nlibFi ;Y.:rly lilt,;, )lnath itl`•11 :! I' 1 { =;;1. (s i j, +! fief.li; fan; i.,...l :av hut' ol'.;tlil !'alt C:I?I. I.1: -1. 1; 'l;i';ce :!iung Isxi svd line, South 0'21'06" 1;'ca, Itis,tIc1 liter ''I II,ILee t2 :!1 Inft a,iid . \I>Ieri - lie, ?c of Ih 5(I'd1i•3V Wet:, 70III 3 Ii'0I Ito S Ili' :,amore :;lwl 1'A I((i:1. 1 11.2.1; !lucid said Thcncc 111:1):. I:u,l said line, North 01'39115' Wed. 9243 lots to lh' I'R(II' I'Oitl' OF IIlGINNINLL (Ctiu:nioing nn area III ti1.9 .3 swore fool of 1,422 acrd more or loss. Doing a p: :!lion of.\esessnr's Parcel Nunt!,ei■1)0- 253 -lo As sltu\rn no "Srbrdulr I "nllarhod hereto and made a p:1r1 Amci d'. For: !LICE By: Iis i5'tlitesll.l',I..S.No.(SiiS License expilv'i,: 119 - 311 -2p I'I Ual.: 4 - I " to "to S It ',iIt ?1,,,,,1) If „\id' In lw:', ;q• I'p,viht 1.1AI\'. I: \1.4.1 }:b I ;S(I1.1N11 :Ja.,. 1'11!:0 I of I I'GOPOS.D AREA 2 I I PROPOSED APEA E 1 -E -2.1 DOC. NO. 2003000418455 1 -E -1 I -- PROP O:CO MCA 3 DOC. NO. 20020404595. N 40.15,a•I 5- I' API* 430- 283 -18 9203' CITY OF TUSTIN 5 i)lliH1: A'S 3ERE.Y LihC OF 1 -E -2. LOT LINE ADJUSTMENT 03 -DI 1)0C. I40. 200.1/000416455 S 4(I'39'15 W 213 5I T,P.OR. P. 0,C. SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430- 283 -16 PARCEL 1 -E -1.1 DOC. NO. 2004000369376 0 LAND EXCHANGE AREA NO. 4 01,923 sq. IL± L422 acres t PROPOSED AP SA 5._._ PROPO 0 AREA I1A . ''-,�I.16'I : ti22X0.13 PL0.ISALR10 SWAP 4001 LECEIIO P.O.C. POINT Of CO.IMEIR(:EMENT LP.013. TRUE POINT or RFfNN:wc CITY OF TUSTIN APN: 430- 283.09 PLAT ITO ACCOMPANY LEGAL DESCRIPTION -1BkF f •a I f>t+mw If uum U® SOUTH MAIN STREET SUITE 920 ORANGE, CA 02868 714 - 415 -0500 • 714- 415 -0.M99 (FM) sob'oet _Cdj 0ULE I LAND YLCHANOF AREA 4 Job No. 2012266 -13 By PL____ Dole 4.69.L1 Chkd.W3 SUECT _._..... _1 CF I _, -._ Exhibit "B" to Irrevocable Offer of Dedication Legal Description of Property All that certain land situated in the City of Tustin, County of Orange, State of California, described as follows: [City ROW, Area 3] 5764- 44062\AP13360 \1127382.6 4/II/13 B Cl :t'4 s t.•.cc:c.•. Pu..':•. LEGAI, DF :SCIIIPTION OF AREA Ni3.3 '1-usthl, CA Portion of APN: 430 - 2113.15 April 19. 3013 11101' Nn. 20 1 120o6-13 Page I of Real property sihmlitl it the City oF•'fu;tin.('nitnly Ufrbookie, Slate of Califc.rui5, described u. ;into ,; 13einu a portion of PARCE1. Id61 and PARCEL. I•I:•? us said parcels are described is that certain duo•.nucnt emit led "QUITCLAIM DEED E AND ENVIR(1NM IiNrA1. RE5'I'121C'TION ?t:RSI)ANT TO CIVIL CODE SECTION 1471" filed far scrod on May I.1, 2002 in Dec, No. 20021./11.34595, Records of Ch'aug e County, aunt particularly described as Pllees; n; t :OMMCNCINfi at Ott moo nurthctiyvurncr of said I'AKC II. 1 -V - ?, ]'ir :uc1 :Inn the 'tortlnt•ti :..crly teas of lend 1', \!iCla. 14:2. Scar;h 40t3T39 "',3'est i97.ir8 reel it, lilt rRUE POINT OP BEGINNINC,; '1'Ircace it j,',iI real :! n„rlh :eeari ?y line. Small 03'45'03' brae; ti:nuh .1:"J.7.:!..2 1 " Foe. -2.1.1.2,1 1.,,,. 'll:cn :' Sotnh 50"4S:3I" Past, 356.M feet to Ilic uutl,easterlc line et PARCEL I - F -2.1. as stet: parcel is sheen in that certain LOT LINL ADJUST AWN I' NO. L.I.A tt3 -01, filed Icr record on. April 15. 7(103 ut Nuc,onion No, 2003UU0411.1455• I )inageC'eunry Iteemds; Thence :lung lust sold xn:Ohcasftrly lit :., South 'Ili "3911?" Weal, 92_.113 12c;; '! lance Ic•uviu; la31 slid liar, Nnrih 50`4S'3I" Weal, 355.12 net: 1I :_ncc North ..19"22'21" West, 2I' 50 fist; 'll :erce S,rtnit 4 "3.'.' -IS" \Ve:a, 37.44 li,vi It, sai:I nntll.tresnrrll' 'Inc of s:;id I;1RC'VI. I -1: -2; 'I h :tee alc,nr last s:dd line,'Juah 40r.17',19" rust I46,5$ feet to the TI(L'li POINT OF I!P.CiIN'NLN(i, I'omaintau an al ea of 55,517 st!u ;rc lest or 1.275 :saes 0a':c or legs. lieirg n portion nit Assessor's I'arcel Number 430 - 283 -13 Pao: I al'2 AN shown en "Schedule 1" eitachrd hereto ;Ma wade H part hereof. For MCP Feeineert- I ).1vis ez;11, 11.1,S. N. IPN4 .4. r-- 1 ■;(2,),...`"" 1.iteme exphes: I0.302011 Date: 4 — to) S 12 Wag-. 13311.r I umvs“.0;511,1; S' 1 Atiti tiNtlIANCALUi.; Pulp: 2 (112 54.32'48' W 37 41' CITY OF TUSTIN APN: 430 -283 -18 DOC. NO. 20020404595 11 46'3739- C 1 46.58' T.P.O U. S 40'3730' W 197.6 %1' `.: 03'45'63" I: :33.64' • LAND EXCHANGE AREA NO.3 55,547 sq. ft t.,,__ 1.275 acres '3 IJ f- U PAR;CE 1,r-2 ''ROPDSEO AREA PARCEL 1 -E -1 PROPOSED AREA 4 Il SW1IiLASTRLY LINE Or 1- E -2.1'` 101 1114E AO US141E141 03 -01 VOt:. HO. 2003000418455 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430. 283 -16 \y.IRI1 \122:'.'G 11 i•LA I$ LAW , ?XAI' 1 DWG S 4u'39'13'• 92.03' 1 EGETID P.O C. POINT Or COISOENCEAIENT CP.O.R. IRUE POINT Or 6 GItI ING — PR(HPOSjO AREA 4 PLAT 10 ACCOMPANY LEGAL CESCRIi''HON �BkF (wauq I SWn'on Minim 600 SOUTH .UNN 51RPET SUITE 920 ORANGE, CA 92868 714- 415 -0500 714 -4 IS -099 (FAX) Sub jet t SCIILOiX. E I LAND EXCIIMICE AREA .7 ‘,05 40 20122006 -13 By RL____. [rule 119 /11, cllke.l , SHEET 1 OF 1 Exhibit "C" to Irrevocable Offer of Dedication Legal Description of Property All that certain land situated in the City of Tustin, County of Orange, State of California, described as follows: [SOCCCD ROW Subleased, Area 5] 5764 -44062\AP13360\ 1 127382.6 4/11/13 kf I.RCUI. DES('I211''CION OF AREA NO. 5 TtIslin, CA Portion of AI'N; 430 - 283 -0!) April 19, 20;? EKE No. 20122006.1T Page I of 2 Real properly simatcd in thy City or'famin, Countyof(hanw', State ofC'a}iRunia, dew ibed as('01lt+.'s: Ming a pod inn of I'AI(Chi. IV,66 as said parcel is dcscrihrd in dud certain tlecumenl cr. :idled "SHORT FORM NOTICE OF !.EASE IN I:ul.'rI !FRANCE OF CONVEYANCE" Tiled liar record on May 14, 21102 in Doc. No. 20020404590, Blooms of Orange County, more partkulnrly described us follows; C'OMM1iNCINCi :1l the most westerly comer of PARCH. IV -I -3 said parcel is described in acid document, Doc, No. 29020404590; 'I'hcnve along the sauthwrestetly line of said PARCEL IV-.TS, Snulh 49'.1'14" least, IS.72 Feet fu the Ii 1.1.2ginitiou of tangent corcc etn:Cavn to the znu;h+rint het ring u radius of 1446.011 feel; Thence leaving said souihtr,•'tel'Iy lint :dung said curse, Ihroo :.ah a moral cl':he of 1,1'43'19". Ihr an 11 L atg ti ol'3 ",1.`•1 1":s; 'rheit'c South 77'•7'21• f:Isl, 10496 fecl lu Ihn brl :vumr4 af:l tort -tt:y c:al cote, honor a rmiiva of 1415.04 reel, to which point a radial line hull's N0:01 301'34'511'- R`ea, a:.id paint being en the sr■uthc.as(rdy line or >uid PARCEL. I Vd -6; 'Thence a'.(ntl; last said hire. along ooid Cows. through central noble of 05"4015 ". din an arc Ic :lgdi of 143.40 fcca; I htitee leaving said .oC.1bcasIeriy lice, North 09" 912314 East, 37.52 Feet to thy beginning uI. a nail- I :tn'lcol curve Cw:eu1 c In Fhcsot1ilr :esl. I:;:cit:g a iadiva or 115 -IM0 lest, to cvitid! twirl a et4ial iiuo bears North 35';6'36" Hot: 'i bcacd uor'.Ir.veinCil}'along Said eJf,'e, 11u00211 'a central angle oil 1'27'509, for ;m :c length 01345,7+ (..er, llttitee North 49'21'1 4" Wett, -17.55 feel; 'Elleitco North 51T14:3'3I" West, 314,17 dial to the svestcry line of said I'AIU'F:L 1V-1-6: T hence a!ung said srvs;crly line. North (19'21'06" };sL 100.06 11M: I heed': I, :.n'im! Ohl wederly line, Scu :lt 50"4■'31" Foal. 9).11 Rol to the POIN1 OF BEGINNING. Page 1 QV 2 Ciinuouny ;to aro4 ni d(1.513 .Tone led or 1.1WO1r.eNs taw or I toil at. a portion kir /,M1M.Ors:: Panel Number 430-24 -On AN OHM II on "SCIMILlie r attached hereto and wade a part hermit; / 4K1- 1 rnsincers Hy: Davis 1 ho:sh, 1).1..14. No- 0.16$ license eNpito-v, 00-30.2n 14 • J•;“, I 10 I 111{1J MAL: i.TA ,A I lAsli/' '■ page 2 r.2 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT AI'N: 430 - 283.16 N 50•715131" W 39.17' PROPOSED AREA 4 d, N •11-21'14" of 47.55' — 5 4ry'Y14{3" 4o)/ S So'44431" C 3:411• P.Q9. 411'3T15" W(R) RiA1 3, 51.00• t414.3 7'5o" I .-345. =,01 11 -I ORANGE COUNTY COMMUNITY COLI_EGE DISTRICT APN: 430. 283 -09 PARCEL IV -J -6 DOC. NO. 2002.0404590 PROPOSED AREA t 1 A N 55 U 'B° 1.(R) N D9 ers5" 37.64. 5 39'37'45- E (14) % (Slab R =1449.04' L-5 4O.55- �� "- V if. .. "-�� N tn•55$n' 17' (It) .` 4:v CALL PLAT TU ACCUMF'AI,IY LEGAL DESCI(IPHON LAND EXCHANGE AREA NO. 0 -- - 46,515 sq. fl.# 1.068 acres ± R :446.;,0' - 'r1OPGSEO AREA 1 RI LEGEND P.U.C. POINT GE COMMEHCEI.IENV T.p D.Q. TRUE POINT OF QECINHINC COUNTY OF ORANGE SHERIFFS TRAINING CENTER APN: 430 -283 -11 PARCEL IV -J -8 DOC. NO. 200204C4590 55'22'U5" V7 (R) 5 77'47'21" C 35.19' \SJRI2\I 2596r9 ri Al; SWAP 1il1Wf. ,ehr Enacts I In P ai.-a Iwo SOUTH 1 /ANN S MEET SUITE 973 ORANGE, CA 97898 714 - 415 -050Q 714 - 415 -0599 (FAX) Soh jpot SCNEDUi.E I LAND EXCRANGF_ AREA 5 Job No. 20122006-13 Hy RI_4_ Dote 41119/..L1_ CtIkd.'IILS -�» SHEET _�•,J Or 1 _ .• EXHIBIT Q Sublease Amendment 5764 -44062VAPB360W GRMT 1 136768.6 5/1/13 AMENDMENT NO. I TO SUB -LEASE BETWEEN THE CITY. OF TUSTIN AND THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT FOR A PORTION OF MCAS TUSTIN THIS AMENDMENT NO. 1 TO SUB -LEASE (this "Amendment No. 1 "), is made this day of , 2013 (the "Effective Date ") by and between the CITY OF TUSTIN ( "City "), a municipal corporation organized under the laws of the State of California, and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ( "SOCCCD "). RECITALS A. Pursuant to that certain "Sub -Lease between the City of Tustin and the South Orange County Community College District for a Portion of MCAS Tustin" dated April 29, 2004 (the "Original Sublease "), City subleased to SOCCCD the Leased Premises. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Original Sublease. B. Pursuant to that certain Agreement for the Exchange of Real Property between City and SOCCCD dated , 2013 (the "Exchange Agreement "), City and SOCCCD agreed to amend the Original Sublease by (i) deleting from the Leased Premises that certain real property designated in the Exchange Agreement as "Valencia Parcel No. 2" and more particularly described in Exhibit A attached hereto ( "Valencia Parcel No. 2 ") and (ii) adding to the Leased Premises certain real property designated in the Exchange Agreement as the "Child Care Parcel" and more particularly described in Exhibit B attached hereto (the "Child Care Parcel "). C. Pursuant to that certain "Development Agreement and Amended and Restated Agreement Between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS Tustin and the Establishment of an Advanced Technology Educational Campus" between CITY and SOCCCD dated , 2013 and recorded on , 2013 as Instrument No. in the Official Records (the "Development Agreement"), CITY and SOCCCD agreed to modify certain of the terms of the Original Sublease. The Development Agreement encumbers the Leased Property, together with certain other real property currently owned in fee by SOCCCD. D. City and SOCCCD desire to amend the Original Sublease in order to (i) delete Valencia Parcel No. 2 from the Leased Premises and to add the Child Care Parcel to the Leased Premises and (ii) conform the Original Sublease to the terms of the Development Agreement. 5764- 44062\AP13360 \1138265.4 4/I1/13 NOW THEREFORE, in accordance with the foregoing and in consideration of the promises and mutual covenants hereinafter set forth, City and SOCCCD agree to amend the Original Sublease as follows: 1. Leased Premises. The definition of Leased Premises set forth in the Original Sublease is hereby amended by (a) deleting Valencia Parcel No. 2 and (b) adding the Child Care Parcel. A current legal description of the Leased Premises as of the Effective Date is attached hereto as Exhibit C. 2. Use of Leased Premises. Section 4.1 of the Original Lease is hereby amended and restated in its entirety as follows: "4.1 Subject to any restrictions in the LIFOC and the Finding of Suitability to Lease (FOSL) and consistent with the MCAS Tustin Specific Plan/Reuse Plan, as amended, Tenant may use and occupy the Leased Premises solely for the uses prescribed in the Development Agreement (as such term is defined in Amendment No. 1 to this Lease)." 3. Alterations. (a) Section 9.1 of the Original Sublease is hereby amended and restated in its entirety as follows: "9.1 'Tenant shall not make any Major Improvements (as defined in the Development Agreement) to the Leased Premises without complying with the provisions of the Development Agreement concerning Landlord's rights (a) to grant or deny "Development Approvals" and (b) to undertake courtesy review of the "Construction Documents" (as both such terms are defined in the Development Agreement." (b) Sections 9.2 and 9.3 of the Original Sublease are hereby deleted. 4. Assignment and Subletting. (a) Section 10.1 of the Original Sublease is hereby amended and restated in its entirety as follows: "10.1 Restriction on Transfers. Tenant shall not effect, or agree to effect, any transfer, sale, assignment, gift or other conveyance of all or any portion of the Leased Premises or any improvements thereon or any interest therein, or any right or interest under this Lease, whether voluntarily, involuntarily or by operation of law or otherwise (collectively, a "Transfer "), except as provided in the Development Agreement." (b) Section 10.2 of the Original Sublease is hereby deleted. (c) Section 10.3 of the Original Sublease is hereby amended and restated in its entirety as follows: "10.3 Remedies for Improper Transfers. In the event of a Transfer in violation 2 576,1-44062 W PB36011138265.4 4/11/13 of Section 10.1 above, Landlord shall have all remedies available to it as provided in the Development Agreement or this Lease, including the right to terminate this Lease." 5. Tenant Notices. Section 33.1 of the Original Sublease is hereby amended and restated in its entirety as follows: "33.1 If for Tenant, addressed to Tenant as follows, or at such other place as Tenant may from time to time designate by notice to Landlord: South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, CA 92692 Attention: Vice Chancellor of Business Services With a copy to: Andrew P. Bernstein, Esq. Jackson DeMarco Tidus & Peckenpaugh 2030 Main Street, 12th Floor Irvine, California 92614" 6. Access to Leased Premises. Section 38.2 of the Original Sublease is hereby deleted in its entirety. 7. Full Force and Effect. Except as modified by this Amendment No. I, the Original Sublease shall remain in full force and effect. 8. Counterparts. This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9. Incorporation of Exhibits. Each of the exhibits attached to this Amendment No. 1 is hereby incorporated into this Amendment No. 1 by this reference. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1 on the date first written above. CITY OF TUSTIN: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT: By: By: Name: Jeffrey C. Parker Name: Gary L. Poertner City Manager Chancellor 3 5764- 44062\AP8360 \1138265.4 4/11/13 EXHIBIT A Legal Description of Valencia Parcel No. 2 (attached) (Area 7) EXHIBIT A 576444062 \AP B 3 60\ 113 8265.4 4/11/13 Ser4VWJI: DESCItl PTI ON or Alt EA NO. 7 Tustin., CA Porlhin of APN: 430-2132-1 I April 19, 2013 !WE No, 2012201m-I 3 Pave 1 of 2 Real propecy sithaled in the City of Twain, County tilt:Imp. Hiatt: or Czlil'Ortlia, demlb:xi as rot linvc. 1St:jou :1 poitien or PARCEL IV-4-4 ae said parcel is desenbeil in that certain document entitled Si lout 1:012M NOTICE OP LEASE IN FURTHERANCE 04 CONIVINANCII" filed lot record on Mn 14, 101)2 in DOI:. No, 290204(1459j, It evot-tls Of Orange Ccflinty, to ore particularly deicribed follows; COMNIENCING al the most 111,11411.1" Cthllef PARCEL TI once along the itorthen Met iy 1 inc. I if taicl PARCEL, V-.1,4, South 49.1.0'56" Fats!, 1:09.01 I hence leaviov SLid tiorketttatel,y Ente. South -1fr:111()6" West 31-.1.;7 feel it lie ,a.c.iilen,octert line said PARCEL !IWO:Caking itl Nigainti:zaelly Iii the 114flowi.r:g. :hive I 11 1. .14-1./34" West, ; feet io or a i.np.p..nluer“.. couctvc the no:li:ask linvitin a i aditg; of 3092.59 lett 2. Almy.s:fitt Ii1111001 amok of life ie111 of I 24.2(i feet vi beginning of a faceote CLUVI: )10:11[1: a lallas Di'.11 OS.59 Feet; ,Along said 14:n:h4e Clint', iltrow2h a central angle of 218'03. lin an are kav:Ic of 12013 feel; Thence kaving said cicithgesterl■ line and along the nonliave4teely Ike ofsa id PARCEL -4 the following lout f4)COIWNC:C I. NOIth 041213' \ %Int. 35.33 Ce-ei, 2. Ntifth -RP-10'01.1" Pam. 237.97 teeh 3. North 8540115 East, 21.21 feet; North 40vAtft in" haflt, 43,3.s feel to the 2om1- o DEOINNING, f}:w I of 2 COI I Inild319 an moo. of 1.”).501squarc feet 2.9S11 act awn: Pr re:■:,. I tell 114 a liortion As;.us.or'.i. Nuinlio' A% 0141W11 nit ..SCilt1.1111V MICI1 hereto and insole a pan liereOf, Fin: rsicr boglocer:. fly: Theo;.11, P.1 .S. No. 6568 e‘phos: h '.t.; 17.11V:i. 13 .tlYl 1•1■19 I !.1.1.1N,1,14 N I AN/1 I N'4i 3I,. : rage 2 1112 r-•.11o11.5; 1 -= •1/1'03" I, -124.0 R�3032.5L� r, ¢7.08" 1.074.26' '3 10 o'06" Y! (R) ECG °Old „f 1Y5Pl L OG� 1• it 40'40'06' E 237.97' '- -- N 04'22'17” W \ '\ /r— J5.3:5• H 406..,Co i E. P P.O.B. �'N 111 40'1011" E (R) N 95'40'05" E 21221' -}3.35 LAND EXCHANGE AREA NC). 7 129,801 sq.f13 2.980 acres± PARCEL IV -.1-4 DOC. NO. 20020404590 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430. 282-11 S 40''.0'06- 19 325.27' PROPOSED AREA 10 C 0 1n CITY OF TUSTIN APN: 430-282-26 IECEHO P.O.D. POINT 01- DECIHH17G eL11 K :\51:R17 \12%004-13 F1A111 \LAND tWAP 7.0wa PLAT TO ACCOMPANY LEGAL DESCRIFII)ON EtaX1313 itV111Y0t111FLAIIOU DO SOUTH MIN STREET 5191E 920 OR .HOE, CA 628130 7I4 -415 --D500 714 -115 -0599 (FAX) SubJject `IHEI;t1LE 1 IAN° EXCHANGE AREA 7 Job No. 2012200k-7U_ _ 0Y RL._.-.__. Dote 4/19(13_ Chkd.WS SHEET _.�- 1 or 1___._ EXHIBIT B Legal Description of Child Care Parcel (attached) (Area 8) EXHIBIT B 576444062\APB360 \1138265.4 4/11/13 ;It Lb. Bkr .C1% PI .1.1 91 I.E(;Al. DESCRIPTION OF AREA NO /1 Tustin, CA Portion of APN 430-2133-10 April 19, 2013 MP No. 201 22006.1 3 rage I of 1 l.1:11111111elly situ:fled in the t y orlustict, County of Orauge. Note of California, described as itlow;e, Being all of PA RC'El. IV-1-7 as said parcel is described in that certain document cm:ilea "SI WET HMO NOTICE OF LEASE IN ECILCOI FRANCE OF CONVETANC:E" filed flit Weald on May 14, 2001 in Doe. No. 20020.14.1500. Records of Orange County, more particularly (luso Med as billows; CONIMI1NCIN6 lile $lrililleaStary comer of said PARCEL IV-J-7; Thehcis oboog IliL sontheasledy Uiic or said PARCEL Ow following two (2) tour...es: 1. Soi013 11.--2131.15" \Vest, 351.77 11..ct: 2. ,rl13 7?' 5.S'59' Weal, flat to the westerly line iiisaid rARCEI, c;:tcrly almig G71'i the N.:,!inoiAg of uon,.;;Hr..;eni CC111.11ve 0.1 h itoribilio log a radios of .34l Alll IVO. to Which puinl ritual West. said point being on the northerly line of said PA RCP1-1V-1-4; Ihenee comh.21.43sly and eactoly ;dung said CUITt, cenlral :mule of 221"4 3'3.1", for an ac length. of I 7h.95 lex:Ito the easterly lice of suid PARCEL IV-1-7: Tholes, Itavbig suid u hefty lino and along said emierly 11110 of said PARCEL IV.4-1, Smith 15-1.19.0E. East, 331.:111 feel to the POINT OP ttEoiNNING. Coniairillof all III. : or Et.; ,32:1 :Ammo lber 0( 2371 acres more or leis. tieing all of Assesiar's Parcel Nuoil ier 43l)-N3-flu Nitfl■ril “Se111.411111. Iletv(0 31141 nude 0 purl hereof, For. III F lip yhlecrs This 'I Iuicslu P.1. S. No. olifid License 0).0-20 1.1 I Etc: 4 - t Zen; •••";') LA:4 EI : , -:. P.,‘,..-- ) No. t4.31.111 /W,11 1,.1/11- 01.4 0 'err 1.•hu.12 1.1:sPh 13.11 I ar.11;iv.ii, l'1,1.11.A.Ci,A1.11N I ILt. \ Xi'llAN1,1:1, Page I of SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-283-16 cnvtd LAND EXCHANGE AREA NO. 8 77ss'e 1 103,322 sq, 11± 58.4S 2.372 arrest PARCEL IV•J-7 DOC. NO. 20020404590 CITY OF TUSTIN APN: 430-283-'10 4 R: =34L00, A +29'17'51- L- I7c..95 <;1 COUNTY OF ORANGE SHERIFFS TRAINING CENTER APN: 430-283-11 r.e.L3. IC \511 121?\ 22(ou -1:1P AIS \L PAAu SW:Si' fl.(715'F LE GF.N.0 1'.0,e. PONT M' 13EGINNIMC PLAT. TO ACCOMPANY t.ECAI. DESCRIPTION 6(10 G01I1N IANN SFR1Efl LL41E U20 II WE, CA 92Nf27 714 -415 -0500 Etescas'Sunoco Iran= 714- 415 -0599 (VAX) Subject SgiLOULE 1 ND F'XCHANCE AREAA 8 Job No, :4102Q6G 13 H. Eih__— Uute 4L9113.. SHEET ..___ i Or 1_ EXHIBIT C Legal Description of the Leased Premises (attached) [Area J[ (to be provided) EXHIBIT C 5764-44062 \ A P13360\ 1 133265.4 4/11/13 EXHIBIT R Notice of Sublease Amendment 5 764 -44 0621A P A 3601A G RM T 1136768.6 5/1/13 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City Manager The City of Tustin 300 Centennial Way Tustin, California 92780 Exempt from Recording Fees Per Government Code Section 6103 Space Above This Line Reserved for Recorder's Use AMENDMENT NO. 1 TO SHORT FORM NOTICE OF SUB -LEASE THIS AMENDMENT NO. 1 TO SHORT FORM NOTICE OF SUB -LEASE (this "Amendment No. 1 ") is entered into this day of 2013, (the "Effective Date ") by the CITY OF TUSTIN, CALIFORNIA, a municipal corporation ( "CITY ") and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ( "SOCCCD "). RECITALS A. Pursuant to that certain "Sub -Lease between the City of Tustin and the South Orange County Community College District for a Portion of MCAS Tustin" dated April 29, 2004 (the "Original Sublease "), City subleased to SOCCCD the "Leased Premises," as such term is defined in the Original Sublease. B. In order to provide third parties of notice of the existence of the Original Sublease, City and SOCCCD executed that certain "Short Form Notice of Sub - Lease" dated April 29, 2004 (the "Original Notice of Sublease "), which was recorded on April 30, 2004 as Instrument No. 2004000373082 in the Official Records of Orange County, California. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Original Notice of Sublease. C. Pursuant to that certain "Amendment No. 1 to Sub -Lease between the City of Tustin and the South Orange County Community College District for a Portion of MCAS Tustin" of even date herewith (the "Sublease Amendment "), City and SOCCCD agreed to amend the Original Sublease in certain respects. In the Sublease Amendment, City and SOCCCD agreed to (i) delete from the Leased Premises that certain real property designated in the Sublease Amendment as "Valencia Parcel No. 2" and more particularly described in Exhibit A attached hereto ("Valencia Parcel No. 2 ") and (ii) add to the Leased Premises certain real property designated in the Sublease Amendment as the "Child Care Parcel" and more particularly described in Exhibit B attached hereto (the "Child Care Parcel "). D. City and SOCCCD desire to amend the Original Notice of Sublease in order to conform the same to the terms of the Sublease Amendment. 5 7 64- 44 0621ADB3601AM E N 1711138531.3 4/I1/13 NOW THEREFORE, in accordance with the foregoing and in consideration of the promises and mutual covenants hereinafter set forth, City and SOCCCD agree to amend the Original Notice of Sublease as follows: 1. Leased Premises. The definition of Leased Premises set forth in Original Notice of Sublease is hereby amended by (a) deleting Valencia Parcel No. 2 and (b) adding the Child Care Parcel. A current legal description of the Leased Premises as of the Effective Date is attached hereto as Exhibit C. 2. Sublease. All references in the Original Notice of Sublease to the Sublease shall be deemed to refer to the Original Sublease as amended by the Sublease Amendment. 3. Full Force and Effect. Except as modified by this Amendment No. I, the Original Notice of Sublease shall remain in full force and effect. 4. Counterparts. This Amendment No. 1 may be executed in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5. Incorporation of Exhibits. Each of the exhibits attached to this Amendment No. 1 is hereby incorporated into this Amendment No. 1 by this reference. /Signature Page Follows) 2 5764-44062 \ APB360 \ AMEND\ 1138531.3 4/11/13 IN WITNESS WHEREOF, the parties hereto have duly executed this Notice of Sublease Amendment on the day first written above. CITY OF TUSTIN: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT: By: By: Name: Jeffrey C. Parker Name: Gary L. Poertner City Manager Chancellor 3 5764 -44062\AP B360\AM END\ 1 138531.3 4/11/13 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 whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his /her signature on the instrument the person, or the entity upon behalf of which the person 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) 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 whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his /her signature on the instrument the person, or the entity upon behalf of which the person 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: 4 (SEAL) 5764- 44062\APB360 'AM EN D\ 1 138531.3 4/11/13 EXHIBIT A Legal Description of Valencia Parcel No. 2 (attached) (Area 7) EXHIBIT A 5764-44062\APB360 AMEN M1138531.3 4/11/13 B k F 1.1SCAL DESCRIPTION OF AURA NO. 7 T10.103, CA Porlion of APN: 430-2R2-11 April 19, 2013 111;17 No. 201221.11lb-15 Pa,!... 1 of 2 Reid prop:11y :::ohtheti th he city orregto, cetehy 01 Orange. Sint e oIt. 111 na, deciibL,I AS I IoWc: I king 11 not nOn 01 PARCEL 11,-.1-1 said pat eel is &nu:libel! in that gun ain dot:Innein enlilled "SHOO r voitm xurick OF LEAsi: IN Fenn ERA NCI'. OF CONVINANCP." filed Ibr :cord on May 14, 20112 in Doe, No, 20q20,10:159u, ta-ds of Orange County, more pariicularly described as folltrin; CONINIENCI NG at the most nokbarly corner til-said PARCRI "Ilictr.:::;t1totti: File twribcallor).1inc ilf !.a:(1 PARCEL 1V..1”1, South 4911115(1" Ens', 329.01 1 hence Insitritim stud aiathc.T.SiCtiy lUlL. StqiIj •0'.10110" V&A. 32, ?.7 !Col I,. the smstliviotticriylitie Li said l'ARCri tv-.1-1; Thence along :;it soadknosicrly lino WC. t31 ours;, I. Ntoth .10' 11,:3.1" Wcy., I Y9.”:1/2: 'Cello he tatr.:ssa ':re concise IC INC lb.:Acton viittz it tail ties of :1092.19 lee: A ImaLt sitid ems's, iltritault 1.1aitiat is(2:12•02", ,ett Ictiolt oil 7..1.76 ict:t to IDtitflfl of a masse etc VI: bavitti: a tildtto; of3102.59 Icet; 3. Along said reverse curve. throutdli contral light oF 2"1 8'03-, for JEt ire kagth 124.n3 feel; Trtence lo.c.nic4 said SLI'..11111CNtriy lute and aillag 111/IthNsTMLTIV IV-J.4 la: l'olInsviwz. (nor (4) ottors.2s: F. North 042213" West.. 35.33 feel; Noi:11;101i1Onlo' Fast. 237.97 lest Norte S5'40.115” basi, 21 21 lett North laqu'l 43,35 fed to a to: ?r./IN[ DF f3EGINNINCi, P:119.! I of 2 eon Inin kin in are:: of I .!!),SOlnooarc feet (If 2.9S1) :ice .4 more or vilig a 3,01 ion of As:,.es,-00, parcel Number 430-282-1 I As shown on "Schedule I" :flinched herein and made a part hereof, liK17 Eouincern I Sy: IM's Ihiith. No. 6,868 exidrcr. 00-3d-20(4 cf n I: co.,. I "."21Y:I. I: A I 1-1:1-:t■IT:;:;. —1'1[1:17ftij-11AIN t ;AIN AND Xi 1141,Cif t I';ic 2 or 2 Ca tut Mt • V G e9 tr,Y 3109.5fi R =;+092.59: 1.-1 74.2E. , -. 174.2E 0.40'06- 4J (R) :r Cd LL'�GE�3L011/1;E' 4`BZ�4L; <: E'• 40'C5" E 21.21' '0'40106" E 277.97' /i - Et 02'22'13" n' .4;i.3.T PI Sri lei 05:' C P O.D. 43.3 II 10'40.11" r LAND EXCHANGE AREA NO. 7 1:9,801 sq.R.± 2.980 arrest PARCEL fvJ -4 DOG. NO. 20020404590 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430- 282 -11 S 40'40'06- W 325.27 PROPOSED AREA 10 h: \•'+9'R12 \1240aU > P:.AT I\I AIJO ;Tin& 7.DI J Cr) C" 1n Y1 u N CITY OF TUSTIN APN: 00-282-26 LLCEND R0.0. POR I' Or RECUUI= P �F h. rwi,FCa PLAT TO ACCOMPANY LEGAL. DESCRIPTION Eroans lcwmw IPwaw CDO SOUTH MAID STREEr SUITE 020 ORANGE, CA E208BB 714- 41505CC 714 -41S -0590 (FAX) Subject ScHFSHL 7 LANb EXCHANGE AREA � — Job No. 20122006 -13 Hy R:._ Dote 4/19/11_ Cbkd.WS SHEET _ OF 1_ EXHIBIT B Legal Description of Child Care Parcel (attached) (Area 8) EXHIBIT B 5764- 44062\A PD3601AMEN D1113853I.3 4 /11/13 NAM' Stir•Ittr. ?L•nn IL I,EGAI, DESCRIPTION OF AREA NO. 8 Tustin, CA Portion APN: 4313.28140 Arlin 10,2013 NM' No. 20122006.13 Page I nil Veal priltici I y situ:lied in the City at' Tustin, County of Orangit. State of claliforitiii, iheil as !flows; Ileing all of PARCH. IV-I.7 as said parcel is described in that certain document entilleil "'SHORT 14/1.1N1 NOTICE Oh [LA SF IN 1:13101-11i1{ANCE OF CC2N \ 'ETA filed far i etortl on May 14, 2002 in the. No, 2002010.15'81. Records il Orange- County, 11101t pint icularly ilesci ilied ns Iiillowst nvIMIINCING al the lalIst sunilumatitlyetanter of said PARCEL 11t-J-7; 'Flo:hen aka ig Ite ainithea ter' y I said IV..1-7. On: follriseing 10.1(2) eon' s,..ai; I, 71336'35" West, 351.77 NavIll 3/331S5U'' Wean, t't.vl to the eAtsterly orsoitl n : Z i d iii y u:Zicely 111W : 7 : 1 , . 1 fi l o r g I n '11.1•2:." ate' foi-•2inint”4 olo not •Iali:,•ent eel et; evoutne Iii 1111:1101111.110% tog /If )41.0(1 fro, to which loIni raitial line bears Si',riii 033.131r Vest, said imini lath ig on ihe northerly line ofRaid PAP.C11.1 Relic Li solidi:n-4:11y and vault!: I) along said curve. :dung said northelly line, through a central reiglc. 39'4351", for ao ;ire length or 176,95 the to the easterly line ohaidLI Thence leaeatici (.aiditoitherly line:nid along hURl easterly lino of 'said PA Itet31. South 15°49'01" Fast, 338.20 fed 10 nit, POINT OF I3FGINNING. •lailtliohlg an Inch of 103,322 ;apart: or 2.372 It;tezi Ilion; Of filthlr all of Assiistorli. Parcel Xilinher 4314383-10 As Ni10■111 tot -St:11141Hk 1" ollackett hereto and matte n part hereof. Foe: ^0:,...:".:■-•::kri., I ly: ,,- _ • -• _ t...p.... t:s21,.;:ji VI.,-, • 2.;F V e 0:64:11I‘i:,71/4 ' liar is ' I l o c t l i , M S No, fitin8 I iiilliSe 'Wiles: tr')3U-20 1 1 „ No. '8;3'4 ,.., 411;1. /j "..1..; . ,Sil.%”......... t:t,' Of 31/4ii.,—;l.a4. ... 2. ....____._ ....... t: Ni, 12 12:o.:14 LI.% II:111.ttni 5,,iit l'hrr. IVA (i.M.11.N 11 li W 41 ) %Nair Si ihACIiliF die Page l SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430- 283 -16 fll N -- 56.48' COUNTY OF ORANGE SHERIFFS TRAINING CENTER APN: 430 -283.1 1 \d3 t7= 341.00' A'•29143'51- 1..-.17E1.05' LAND EXCHANGE AREA NO. 8 103,322 sq. ft.± 2.372 arrest PARCEL IV -J -7 DOC, NO. 20020404590 CITY OF TUSTIN APN: 430- 283 -10 K: \San 2 \:2..2)00- UPLAIS \LAND BWAI' e,OWfl -1BkF EsssLas I tusratoes Mona 5(10 SOIItH AWN S(Rarr SL(IE 920 *MNC.C, CA 928e8 714 -415 -0500 714 -415 -- 0599. (FM) l.EL:F.N0 r? P.O.C. PONT rr hE CINNWG L_Hp Is, • • S ,ESN PLAT 10 ACCOMPANY t.EGAI, DESCRIPTION SubJ'ec( SCHEDULE t I AO xCHANCE AEU g ....____ .. Job No, 70102006 -13 Hy RL _ Date 4/19/1.3,. Chkd _ V1S SHEET ._____ 1 OF t _ ^` EXHIBIT C Legal Description of Leased Premises (attached) [Areas J] (to be provided) EXHIBIT C 5764- 44062\APB360\AM EN D11138531.3 4/11/13 EXHIBIT S Termination of Notice 5764-44062 \ A P B 3 60\A G R KI 1\ 113 6768.6 5/1/13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Vice Chancellor, Business Services SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT 28000 Marguerite Parkway Mission Viejo, California 92692 -3635 Exempt from Recording Fees Per Government Code Section 6103 (Space Above for Recorder's Use) TERMINATION OF SHORT FORM NOTICE OF AGREEMENT THIS TERMINATION OF SHORT FORM NOTICE OF AGREEMENT ( "Termination ") is entered into as of , 2013 by the CITY OF TUSTIN, a municipal corporation ( "City ") and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ( "SOCCCD "). City and SOCCCD are sometimes collectively referred to herein as the "Parties." RECITALS A. City and SOCCCD executed that certain Short Form Notice of Agreement dated April 22, 2004 and recorded on April 29, 2004 in the Official Records of Orange County, California (the "Official Records ") as Instrument No. 2004000369375 (the "Notice of Agreement"). The Notice of Agreement concerned that certain "Agreement between the City of Tustin and the South Orange County Community College District for the Conveyance of a Portion of MCAS Tustin and the Establishment of an Advanced Technology Educational Campus" entered into by City and SOCCCD dated April 22, 2004 (the " SOCCCD Agreement "). The Notice of Agreement was recorded as an encumbrance against the "SOCCCD Property," as defined in the Notice of Agreement (the "Original SOCCCD Property"). B. The SOCCCD Agreement has been amended and restated in its entirety pursuant to that certain "Development Agreement and Amended and Restated Agreement between the City of Tustin and the South Orange County Community College District for the Conveyance of a Portion of MCAS Tustin and the Establishment of an Advanced Technology Educational Campus" entered into by City and SOCCCD dated , 2013 and recorded on , 2013 as Instrument No. in the Official Records (the "Development Agreement "). C. Pursuant to Section 19 of the Development Agreement, the Development Agreement shall supersede and replace the Notice of Agreement, and the Notice of Agreement 5764 -44062 \AP836011127617.3 4/24/13 shall be and of no further force or effect upon the "Effective Date" (as defined in Section 1.4 of the Development Agreement). Pursuant to Section 1.4 of the Development Agreement, the Effective Date shall be evidenced by the recordation in the Official Records of a Memorandum of Effective Date of Development Agreement executed by City and SOCCCD (the "Memorandum "). D. The Effective Date of the Development Agreement has occurred, as evidenced by the recordation of the Memorandum in the Official Records concurrently herewith. E. Accordingly, the Parties desire to confirm that the Notice of Agreement has been terminated by recording this Termination in the Official Records. NOW, THEREFORE, the Parties agree as follows: 1. TERMINATION. The Parties agree that the Notice of Agreement is hereby terminated and shall be of no further force or effect. 2. EFFECT OF TERMINATION. The effect of this Termination is to terminate and release the Notice of Agreement as an encumbrance against the Original SOCCCD Property; provided however, that nothing herein shall affect the encumbrance of the Development Agreement against the "SOCCCD Property," as such term is defined in Section 2.1 of the Development Agreement. [SIGNATURES ON FOLLOWING PAGE/ 2 5764 -41062 W Pa36011 127617.3 4/24/13 IN WITNESS WHEREOF, the Parties have each executed this Termination as of the date first written above. Approved as to Form: City Attorney or Special Counsel By: 3 CITY OF TUSTIN Name: Jeffrey C. Parker Title: City Manager SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT By: Name: Gary L. Poertner Title: Chancellor 5764- 44062\APD36011127617.3 4/24/13 STATE OF CALIFORNIA COUNTY OF On before me, (here insert name and title of the officer) personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature: STATE OF CALIFORNIA COUNTY OF On before me, (SEAL) (here insert name and title of the officer) personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature: (SEAL) 5764- 440621AP8360 \1127617.3 4/24/13 EXHIBIT T Notice of Effective Date 5764-41062 \APB360\AORM'111136768.6 5/1/13 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Vice Chancellor, Business Services SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT 28000 Marguerite Parkway Mission Viejo, California 92692 -3635 Exempt from Recording Fees Per Government Code Section 6103 (Space Above for Recorder's Use) MEMORANDUM OF EFFECTIVE DATE OF DEVELOPMENT AGREEMENT THIS MEMORANDUM OF EFFECTIVE DATE OF DEVELOPMENT AGREEMENT ( "Memorandum ") is entered into as of , 201_ by the CITY OF TUSTIN, a municipal corporation ( "City") and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ( "SOCCCD "). City and SOCCCD are sometimes collectively referred to herein as the "Parties." RECITALS A. City and SOCCCD executed that certain "Development Agreement and Amended and Restated Agreement between the City of Tustin and the South Orange County Community College District for the Conveyance of a Portion of MCAS Tustin and the Establishment of an Advanced Technology Educational Campus" dated , 201_ and recorded on 201 in the Official Records of Orange County, California (the "Official Records ") as Instrument No. (the "Development Agreement "). B. Pursuant to Section 1.4 of the Development Agreement, the Development Agreement shall not become effective until the "Effective Date" (as such term is defined in the Development Agreement). Also pursuant to Section 1.4 of the Development Agreement, the Effective Date shall be evidenced by the recordation in the Official Records of this Memorandum executed by City and SOCCCD. C. The Parties desire to confirm that the Effective Date has occurred by recording this Memorandum in the Official Records. NOW, THEREFORE, the Parties agree as follows: 5764 440621APB360 \1127662.2 4/24/13 1. EFFECTIVE DATE. The Parties agree that the Effective Date has occurred, which shall be the date that this Memorandum is recorded in the Official Records. Accordingly, the Development Agreement shall be in full force and effect. 2. EFFECT OF MEMORANDUM. The effect of this Memorandum is to confirm that the Development Agreement shall be an encumbrance against the "SOCCCD Property," as such term is defined in Section 2.1 of the Development Agreement. IN WITNESS WHEREOF, the Parties have each executed this Memorandum as of the date first written above. Approved as to Form: City Attorney or Special Counsel By: 2 CITY OF TUSTIN Name: Jeffrey C. Parker Title: City Manager SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT By: Name: Gary L. Poertner Title: Chancellor 5764- 44062\APB360 \1127662.2 4/24/13 STATE OF CALIFORNIA COUNTY OF On , before me, (here insert name and title of the officer) personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature: STATE OF CALIFORNIA COUNTY OF On , before me, (SEAL) (here insert name and title of the officer) personally appeared and personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Signature: (SEAL) 5764 - 440621 9336011127662.2 4/24/13 EXHIBIT U Amendment to CC &Rs 5764-44062 \ P B 360\. G R M fl 113 6768.6 5/1/13 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City Manager The City of Tustin 300 Centennial Way Tustin, California 92780 . Exempt from Recording Fees Per Government Code Section 6103 Space Above This Line Reserved for Recorder's Use AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471 THIS AMENDED AND RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471 ( "Restated Declaration ") is entered into this day of 2013, by the CITY OF TUSTIN, CALIFORNIA, a municipal corporation ( "CITY ") and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ( "SOCCCD "). RECITALS A. Pursuant to that certain Quitclaim Deed and Environmental Restriction Pursuant to Civil Code Section 1471 dated April 22, 2004 and recorded on April 29, 2004 in the Official Records of Orange County, California (the "Official Records ") as Instrument No. 2004000369376 (the "2004 Deed "), CITY conveyed to SOCCCD fee title to certain real property located in the City of Tustin, County of Orange, State of California more particularly described in Exhibit "A" attached thereto (the "Original SOCCCD Property "). B. Pursuant to Sections 3 through 5 inclusive of the 2004 Deed, CITY imposed a declaration of covenants, conditions and restrictions against the Original SOCCCD Property (the "Original Declaration "). C. As of the date of recordation of this Restated Declaration, SOCCCD has conveyed to City that portion of the Original SOCCCD Property shown on Exhibit "B" attached hereto. For purposes of this Restated Declaration, the term "SOCCCD Property" shall refer to the real property more particularly described in Exhibit "A" attached hereto LESS the real property described on Exhibit "B" attached hereto. D. Pursuant to that certain "Development Agreement and Amended and Restated Agreement Between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS Tustin and the Establishment of an Advanced 5764- 44062WP13360 \1127690.7 425/13 Technology Educational Campus" between CITY and SOCCCD dated , 2013 and recorded on , 2013 as Instrument No. in the Official Records (the "Development Agreement "), CITY and SOCCCD agreed to modify certain of the terms of the Original Declaration. The Development Agreement encumbers the SOCCCD Property, together with certain other real property currently owned in fee by SOCCCD. E. CITY and SOCCCD desire to amend and restate the Original Declaration in its entirety, in order to conform the Original Declaration to the Development Agreement and in order to impose this Restated Declaration as an encumbrance against the SOCCCD Property. NOW THEREFORE, in accordance with the foregoing and in consideration of the promises and mutual covenants hereinafter set forth, CITY and SOCCCD agree and declare that the Original Declaration, as set forth in the 2004 Deed, is hereby amended and restated in its entirety as set forth below. For the purposes of this Restated Declaration, all capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the 2004 Deed. 1. Amendment and Restatement. The Original Declaration is hereby amended and restated in its entirety as follows: "3. SUBJECT TO THE FOLLOWING NOTICES, COVENANTS, RESTRICTIONS, AND CONDITIONS, which shall run with the land and be binding upon and enforceable as equitable servitudes against SOCCCD, its successors and assigns in and for such period of time as the Development Agreement prescribes: 3.1 Conditions: 3.1.1 Uses. The SOCCCD Property shall be planned, developed, maintained and used solely for the purposes prescribed in the Development Agreement. 3.1.2 Effective Standards. The SOCCCD Property shall be planned, developed and maintained in accordance with the Effective Standards as defined in the Development Agreement. 3.1.3 Major Improvements. SOCCCD shall not construct or make or permit the construction or making of any Major Improvements (as defined in the Development Agreement) on the SOCCCD Property without complying with the provisions of the Development Agreement concerning CITY'S rights (a) to grant or deny "Development Approvals" and (b) to undertake courtesy review of the "Construction Documents" (as both such terms are defined in the Development Agreement). 3.2 Restrictions on Transfers: 3.2.1 Permitted Transfers. SOCCCD shall not effect, or agree to effect, any transfer, sale, assignment, gift or other conveyance of all or any portion of the SOCCCD Property or any improvements thereon or any interest 2 5764- 44062V.PB360 \11276903 4/25/13 therein, whether voluntarily, involuntarily or by operation of law or otherwise except as provided in the Development Agreement. 3.2.2 Remedies For Improper Transfers. In the event of a Transfer in violation of this Section 3.2, CITY shall have all remedies available to it as provided in the Development Agreement, including the right to exercise the Right of Reverter contained in Article 13 of the Development Agreement. 3.2.3 Termination of Restrictions. The provisions of this Section 3.2 shall expire and be of no further force or effect on April 29, 2034 (the "Termination Date "). 3.3 Covenants: The Development Agreement includes certain additional covenants by SOCCCD in favor of CITY. SOCCCD, by acceptance hereof, reaffirms its obligation to comply with such covenants, including, but not limited to, the following: Article 7 concerning City regulation, Article 12 concerning unauthorized transfers, the Release contained in Section 16.3.3, Article 11 concerning non- discrimination and maintenance of the SOCCCD Property, and Section 21 concerning estoppel certificates. 3.4 Enforcement of Covenants, Conditions, and Restrictions: SOCCCD, its successors and assigns, shall reimburse CITY for all damages, claims, or liability whatsoever that CITY sustains as a result of a breach by SOCCCD of any of the conditions or any other terms and covenants of this Restated Declaration, including all costs and expense (including reasonable attorney's fees and court costs) related to, or arising from CITY's enforcement or restraint of a breach by SOCCCD of any of the conditions or any other terms and covenants of this Restated Declaration. 3.5 Encumbrances. SOCCCD acknowledges that, in the 2004 Deed, it accepted conveyance of the SOCCCD Property subject to all covenants, conditions, restrictions, easements, rights -of -way, reservations, rights, agreements, and encumbrances of record. 3.6 Government Deed. The quitclaim deed from the Government conveying the City Property to CITY (the "Government Deed ") was recorded prior to the recordation of the 2004 Deed. In its transfer of the City Property to CITY, the Government identified certain building(s) or portions of building(s) as being located on the SOCCCD Property. CITY has no knowledge regarding the accuracy of such information. Additionally, in its transfer of the City Property to CITY, the Government identified certain building(s) or portions of building(s) as having, presumed to have, or requiring surveys for, friable and non - friable asbestos containing materials and lead based paint, and the presence of certain contaminants and hazardous materials. CITY has no knowledge regarding the accuracy of such information, and CITY makes no warranties regarding the condition of the building(s) on the SOCCCD Property. 3 5764- 44062\AP8360 \1127690.7 4/25/13 CITY makes no warranties regarding the environmental conditions on the SOCCCD Property; CITY has no knowledge regarding the accuracy or adequacy of the Government's remediation of the City Property as provided in the deed conveying the City Property to CITY, and CITY has taken no steps to abate any such conditions. The italicized information below is copied verbatim (except as discussed below) from the Government Deed conveying the City Property to CITY. To the extent applicable to the SOCCCD Property, by acceptance of this Restated Declaration SOCCCD hereby acknowledges and assumes all responsibilities placed upon CITY, under the terms of the aforesaid Government Deed to CITY. Within the italicized information only, the term "CITY" shall mean the Government, and the term "SOCCCD" shall mean the City of Tustin; to avoid confusion, the word "Government" has been added in parenthesis after the word "GRANTOR ", and "City of Tustin" has been added in parenthesis after the word "GRANTEE ". 2.2 A FOST has been completed and an Environmental Baseline Survey ("EBS") report is referenced in the FOST. The FOST and EBS reference environmental conditions on the Property and on other property not subject to this Deed. GRANTEE ( "Tustin') acknowledges that it has received copies of the EBS and the FOST and that all documents referenced therein have been made available to GRANTEE ( "Tustin) for, inspection and copying. 2.3 Except as otherwise provided herein, or as otherwise provided by law, the GRANTEE ( "Tustin ") acknowledges that it has inspected, is aware of and accepts the condition and state of repair of the Property, and that the Property is conveyed "as is" and "where is" without any representation, promise, agreement, or warranty on the part of the GRANTOR ( "the Government') regarding such condition and state of repair, or regarding the making of any alterations, improvements, repairs or additions. Except for the environmental remediation which may be required to be undertaken by GRANTOR ( "the Government') pursuant to paragraph. 2.6 below, the GRANTEE ( "Tustin') further acknowledges that the GRANTOR ( "the Government') shall not be liable for any latent or patent defects in the Property except to the extent required by applicable law. 2.4 Asbestos Containing Material. 2.4.1 GRANTEE ("Tustin') is hereby informed and does hereby acknowledge that hazardous materials in' the form of asbestos or asbestos - containing materials ( "ACM') have been found and are otherwise presumed to exist in Buildings /Structures 5, 172, and 213 on the Property. The EBS and FOST disclose the presence of known asbestos or ACM hazards in such buildings and structures on the Property. 4 5764- 44062\APB360 \1127690.7 425/13 2.4.2 GRANTEE ( "Tustin') covenants, on behalf of itself its successors and assigns, as a covenant running with the land, that it will prohibit occupancy and use of buildings and structures, or portions thereof containing known asbestos or ACM hazards prior to abatement of such hazards. In connection with its use and occupancy of the Property, including• but not limited to, demolition of buildings and structures containing asbestos or ACM, it will comply with all applicable federal, state and local laws relating to asbestos and ACM 2.4.3 ACM surveys have not been conducted for Buildings /Structures 246, 249, 524, 526, 561, 574, and 602 on Parcel I -E -l; 245, 538, 549, and 573 on Parcel I -E -2; and 516 on Parcel I -E -4 and Parcel I -E -5. GRANTEE ("Tustin") shall prohibit occupancy and use of those buildings and structures and portions thereof until ACM surveys have been conducted by GRANTEE ( "Tustin) or its successors and assigns, and any necessary abatement required under applicable federal, state and local laws relating to asbestos and ACM has been completed by GRANTEE ( "Tustin) or its successors and assigns. 2.4.4 The GRANTOR ( "the Government') shall provide a notice of release, in recordable form, to the GRANTEE ( "Tustin') at such time as demolition of the buildings on the Property containing ACM has been completed and the appropriate government regulatory agency(s) have confirmed in writing to the GRANTEE ( "Tustin') that ACM has been removed from the buildings and any necessary soil remediation has been conducted in accordance with all applicable federal, state, and local laws and regulations. This notice of release shall be deemed to remove all notices and restrictions relating to ACM from the Property. The GRANTOR ("the Government') shall have no obligation under this subparagraph for the demolition of buildings or the removal of ACM or soil remediation related to such demolition or removal action. 2.5 Lead Based Paint (LBP). 2.5.1 The Property may include improvements that are presumed to contain LBP because they are thought to have been constructed prior to 1978. Buildings 5, 132, 172, 177, 184, 213, and 218 are restricted from residential use and children are not allowed to occupy the buildings. When these buildings are demolished, Grantee ("Tustin") or its successors and assigns, will be required to demolish the buildings in accordance with applicable laws and conduct post - demolition sampling and abatement of any soil -lead hazards related to the demolition prior to occupation of any newly constructed buildings. Lead from paint, paint chips, and dust can pose health hazards if not managed properly. Pursuant to 40 CFR Section 745.113 the following notice is provided; "Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead -based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce 5 5764 -44062 W PB36011127690.7 4/25/13 permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead -based paint hazards from risk assessments or inspections in the seller's possession and notify the buyer of any known lead -based paint hazards. A risk assessment or inspection for possible lead -based paint hazards is recommended prior to purchase." 2.5.2 The GRANTEE ( "Tustin') hereby acknowledges the required disclosure of the presence of any known LBP and/or LBP hazards in target housing constructed prior to 1978 in accordance with the Residential Lead -Based Paint Hazard Reduction Act of 1992, 42 U.S.C. Section 4852d (Title X). The GRANTEE ("Tustin') acknowledges the receipt of available records and reports pertaining to LBP and/or LBP hazards and receipt of the Environmental Protection Agency (EPA) approved pamphlet "Protect Your Family from Lead in Your Home" (EPA 747 -K -94 -001). Furthermore, the GRANTEE ( "Tustin') acknowledges that it has read and understood the EPA pamphlet. 2.5.3 The GRANTEE ( "Tustin') covenants and agrees that, in any improvements on the Property defined as target housing by Title X and constructed prior to 1978, LBP hazards will be disclosed to potential occupants in accordance with Title X before use of such improvements as a residential dwelling (as defined in Title X). Further, the GRANTEE ( "Tustin') covenants and agrees that LBP hazards in target housing will be abated in accordance with Title X before use and occupancy as a residential dwelling. "Target housing" means any housing constructed prior to 1978, except housing for the elderly or persons with disabilities (unless any child who is less than six [6] years of age resides, or is expected to reside, in such housing) or any zero - bedroom dwelling. 2.5.4 The GRANTEE ( "Tustin') covenants and agrees that in its use and occupancy of the Property, it will comply with Title X and all applicable federal, state, and local laws relating to LBP. The GRANTEE ("Tustin") acknowledges that the GRANTOR ( "the Government') assumes no liability for damages for personal injury, illness, disability, or death to the GRANTEE ("Tustin"), or to any other person, including members of the general public, arising from or incident to the purchase, transportation, removal, handling, use, disposition, or other activity causing or leading to contact of any kind whatsoever with LBP on the Property, arising after the conveyance of the Property from the GRANTOR ( "the Government') to the GRANTEE (`Tustin'), whether the GRANTEE ( "Tustin) has properly warned, or failed to properly warn, the persons injured. 2.5.5 The GRANTOR ( "the Government') shall provide a notice of release, in recordable form, to the GRANTEE ("Tustin') at such time as 6 5764- 440621AP13360 \1127690.7 4/25/13 demolition of the buildings on the Property containing LBP has been completed and the appropriate government regulatory agency(s)•have confirmed in writing to the GRANTEE ("Tustin") that LBP has been removed from the buildings and any necessary soil remediation has been conducted in accordance with all applicable federal, state, and local laws and regulations. This Notice of Release shall be deemed to remove all notices and restrictions relating to LBP from the Property. The GRANTOR ( "the Government') shall have no obligation under this subparagraph for the demolition of buildings or the removal of LBP or soil remediation related to such demolition or removal action. 2.6 Notices And Covenants. 2.6.1 Notices: Hazardous Substance Notification. Pursuant to 42 U.S.C. § 9620(h)(3)(A), and the provisions of 40 C.F.R. part 373, the GRANTOR ( "the Government') hereby gives notice that hazardous substances were stored for one year or more, released or disposed of on the Property. The information contained in this notice is required by regulations promulgated under Section 120(h) of the Comprehensive Environmental Response, Liability, and Compensation Act (CERCLA or "Superfund), 42 U.S. C. § 9620(h). The GRANTOR has made a complete search of its files and records concerning the Property. Based on that search, the type and quantity of such hazardous substances, the time at which such storage, release or disposal took place, to the extent such information is available, and a description of the remedial action taken, if any, is contained in Exhibit "B." 2.62 Grant of Covenant [ CERCLA 42 U.S.C. Section 9620 (h)(3)(A)(ii)(I)I. The GRANTOR ( "the Government') covenants and warrants that all remedial action necessary to protect human health and the environment with respect to any hazardous substance remaining on the Property has been taken before the date of transfer. 2.6.3 Additional Remediation Obligation [ CERCLA 42 U.S.C. Section 9620 (h)(3)(A)(11)(11)1. The GRANTOR ( "the Government') covenants and warrants. that GRANTOR ( "the Government') shall conduct any additional remedial action found to be necessary after the date of transfer for any hazardous substance existing on the Property prior to the date of this Deed. This covenant shall not apply to the extent that the GRANTEE ( "Tustin') caused or contributed to any release or threatened release of any hazardous substance, pollutant, or contaminant. 2.6.4 Access [ CERCLA 42 U.S.C. Section 9620 (h)(3)(A)(iii)J. In connection with GRANTOR'S ( "the Government') covenant in 2.63 above and in connection with ongoing remediation on GRANTOR's ("the Government') property adjacent to the Property, GRANTEE ( "Tustin') agrees on behalf of itself its successors and assigns, as a covenant running with the land, that GRANTOR ( "the Government"), or its officers, agents, employees, contractors and subcontractors, shall have the right, upon reasonable notice to 7 5764- 44062\APA360 \1127690.7 425/17 GRANTEE ( "Tustin'), to enter upon the Property in any case in which a response or corrective action is found to be necessary at such property after the date of this Deed, or such access is necessary to carry out a response action or corrective action on adjoining property. Neither GRANTEE ("Tustin"), nor its successors and assigns, shall have any claim on account of such entries against the United . States or any of its officers, agents, employees, contractors or subcontractors. The F right to enter shall include the right to conduct tests, investigations and surveys, including, where necessary, drilling, test pitting, boring and other similar activities. Such right shall also include the right to construct, operate, maintain or undertake any other response or corrective action as required or necessary, including, but not limited to monitoring wells, pumping wells, treatment facilities, and the installation of associated utilities. In exercising these rights of access, except in case of imminent and substantial endangerment to human health or the environment, the GRANTOR ( "the Government') (1) shall give the GRANTEE ("Tustin") reasonable notice of any action to be taken related to such remedial or corrective actions on the Property, and (2) make reasonable efforts to minimize interference with the on -going use of the Property. Furthermore, the GRANTOR ( "the Government') and GRANTEE ( "Tustin') agree to cooperate in good faith to minimize any conflict between the necessary environmental investigation and remediation activities and the GRANTEE's ( "Tustin') use of the Property. Any inspection, survey, investigation or other response, corrective or remedial action undertaken by GRANTOR ( "the Government') will, to the maximum extent practical, be coordinated with representatives designated by the GRANTEE ( "Tustin'). In connection with GRANTOR's ( "the Government') remedial actions described above, GRANTEE ( "Tustin') agrees on behalf' of itself its successors and assigns, as a covenant running with the land, to comply with the provisions of any health or safety plan in effect during the course of any such action. 2.7 Environmental Restriction. 2.7.1 The following environmental covenants, conditions, and restrictions (hereinafter "environmental restrictions') regarding the use of the Property have been determined by the GRANTOR ( "the Government') to be reasonably necessary to protect present or future human health or safety or the environment as provided by CERCLA and California Civil Code Section 1471. The environmental restrictions made and accepted herein by GRANTEE ("Tustin") shall be for the benefit of and enforceable by the GRANTOR ( "the Government') herein as provided under Civil Code Section 1471 and applicable Federal statutes and regulations, shall run with the land, and shall be binding on the GRANTEE ("Tustin"), its successors and assigns. GRANTOR ( "the Government') has installed monitoring and pumping wells, together with associated monitoring and other equipment on the Property. The approximate location of those wells and associated equipment is shown on Exhibit "C" GRANTEE ( "Tustin'), its successors and assigns, shall not alter, disturb or 8 5764-44062 \ P B 3 6011 12 76 90.7 4125/13 remove said wells or equipment without the prior written approval of GRANTOR ( "the Government'), United States Environmental Protection Agency, California Department of Toxic Substance Control, and Regional Water Quality Board, Santa Ana Region (collectively "Cognizant Regulatory Agencies"). 2.7.2 These environmental restrictions may be released at such time as the GRANTOR ( "the Government') and the Cognizant Regulatory Agencies have determined that the restricted Property is protective of present or future human health or safety of the environment for the use that was formerly prohibited Upon receipt of such written confirmation, the GRANTOR ( "the Government") shall deliver to the GRANTEE ( "Tustin') in recordable form, a release (the "Release') relating specifically to the environmental use restrictions set forth in this Deed. The execution of the Release by the GRANTOR ( "the Government') shall remove all notices and restrictions relating to the remedy addressed by the restrictions from the title to the Property. 2.8 Indemnification Regarding Transferees. The GRANTOR ( "the Government') hereby recognizes its obligations under Section 330 of the National Defense Authorization Act of 1993 (Pub. L. 102 -484), as amended, regarding indemnification of transferees of closing Department of Defense property. 2.9 Non - Discrimination. GRANTEE ( "Tustin') covenants for itself its successors and assigns, that it will comply with all applicable provisions of the Civil Rights Act of 1964, section 504 of the Rehabilitation Act of 1973, and the Age Discrimination in Employment Act of 1975 in the use, occupancy, sale or lease of the Property. The foregoing shall not be construed to prohibit the operation of federal or state approved programs focusing on the special needs of the homeless, veterans, victims of domestic violence and other classes of persons at risk; nor shall it be construed to prohibit employment practices not otherwise prohibited by law. The GRANTOR ( "the Government') shall be deemed a beneficiary of this covenant without regard to whether it remains the owner of any land or interest therein in the locality of the Property hereby conveyed and shall have the sole right to enforce this covenant in any court of competent jurisdiction. 3. NO HAZARD TO AIR NAVIGATION: GRANTEE ( "Tustin') covenants for itself its successors and assigns, that in connection with any construction or alteration on the Property, it will obtain a determination of no hazard to air navigation from the Federal Aviation Administration in accordance with Title 14, Code of Federal Regulations, part 77, entitled "Objects Affecting Navigable Airspace," or under the authority of the Federal Aviation Act of 1958, as amended. 4. THE CONDITIONS, RESTRICTIONS, RESERVATIONS, AND COVENANTS set forth herein are a binding servitude on the Property, shall inure to the benefit of GRANTOR ( "the Government') and GRANTEE ("Tustin") 9 5764- 44062\AP13360 \1127690.7 4/25/13 and their respective successors and assigns, and will be deemed to run with the land in perpetuity, pursuant to California Civil Code sections 1462 and 1471 and other applicable authority. The responsibilities and obligations placed upon the land by the Government shall run with the land and be binding on all subsequent owners of the SOCCCD Property unless or until such responsibilities and obligations are released pursuant to the provisions set forth in the Government Deed. CITY and its successors and assigns, respectively, shall not be liable for any breach of such responsibilities and obligations with regard to the SOCCCD Property arising from any matters or events occurring after transfer of ownership of the SOCCCD Property by CITY or its successors and assigns, respectively; provided, however, that each such party shall, notwithstanding such transfer, remain liable for any breach of such responsibilities and obligations to the extent caused by the fault or negligence of such party. 3.7 "As is, Where Is, With All Faults ". SOCCCD acknowledges that, prior to its acquisition thereof pursuant to the 2004 Deed, it examined the SOCCCD Property and acquired the SOCCCD Property from the CITY in an "AS IS, WHERE IS, WITH ALL FAULTS" condition, in its then - existing state and condition and with all faults, which provisions survived the close of escrow related to such transaction and did not merge with the 2004 Deed or this Restated Declaration. 4. COVENANTS RUNNING WITH THE LAND. The terms of this Restated Declaration, are hereby agreed and declared by SOCCCD and CITY and declared to be covenants running with the land and enforceable as restrictions and equitable servitudes against the SOCCCD Property, and are hereby declared to be and shall be binding upon the SOCCCD Property and SOCCCD and the successors and assigns of SOCCCD owning all or any portion of the SOCCCD Property. 5. NOTICES: All notices, consents, demands, requests and other communications a party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first -class mail to the address set for below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty- eight (48) hours from the time of mailing if mailed as provided in this Section: If to CITY: City of Tustin 300 Centennial Way Tustin, California 92780 Attn: City Manager With a copy (which shall not David A. DeBerry, Esq. constitute notice) to: Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 10 5764 440621APn3 6011127690.7 4/25/13 If to SOCCCD: With a copy to: South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, CA 92692 Attention: Vice Chancellor, Business Services Andrew P. Bernstein, Esq. Jackson DeMarco Tidus & Peckenpaugh 2030 Main Street, 12th Floor Irvine, California 92614" (End ojAmendment and Restatement] 2. NO OTHER AMENDMENTS. There are no other amendments or modifications of the Original Declaration, other than this Restated Declaration. All other provisions of the 2004 Deed are hereby ratified and confirmed in all respects. 3. COUNTERPARTS. This Restated Declaration may be executed in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (Signature Page Follows] 11 5764- 44062A'B360 \1127690.7 4/25/13 IN WITNESS WHEREOF, CITY has caused its name to be signed to this Restated Declaration on the day first above written. Attest: Name: City Clerk Approved as to Form: Name: City Attorney , Esq. CITY OF TUSTIN By: Name: Jeffrey C. Parker Title: City Manager ACKNOWLEDGEMENT OF SOCCCD'S COVENANTS TO INDICATE ACCEPTANCE of its covenants and agreements contained in this Restated Declaration, SOCCCD has executed this document on the date written below. Date: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT By: Name: Gary L. Poertner Title: Chancellor 12 5764- 440621APB36011127690.7 4/25/13 STATE OF CALIFORNIA COUNTY OF On , before me, personally appeared (here insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person 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) 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 whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his /her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person 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: 13 (SEAL) 5764-440621APB360 \1127690.7 4E25/13 EXHIBIT "A" To Amended and Restated Declaration of Covenants, Conditions and Restrictions and Environmental Restriction Pursuant to Civil Code Section 1471 Legal Description of Original SOCCCD Property (attached) [Doc. No. 1138883] 5764- 41062WPB360U 127690.7 4/25/13 PSOMAS 2 3 4 5 Being Parcel I- E -1.1, in the City of Tustin, County of Orange, State of California as described in 6 Lot Line Adjustment No. LLA 03 -01 recorded April 15, 2003 as Instrument No. 2003000418455, 7 ! Official Records. 3 9 Containing 1,572,097 square feet, 36.09 acres more or less. 10 11 As more particularly shown on Exhibt "B" attached hereto and made a part here of. 12 13 Prepared under my supervision. 14 15 C cf,t`tk. 5716/03 16 177 LEGAL DESCRIPTION EXHIBIT "A" PARCEL I -E -1.1 17 18 19 20 22 23 24 25 26 27 28 29 30 31 Peter J. Fitzpatrick, PLS 6777 Registration Expires 9/30/04 1`1:\2TUS0105011.surrve ' irask 2 \Legals \Pcl I- E- Pisioe of 1 Lasi priuled S/16/03 12:11 114 Date et- Fl r2 �4P��\ No.6777 (i *,II. Exp. xl — 34719139 'E 44.34' $4919'54 "E 9.97' EXHIBIT B W • * rm 0 IA Gu R =362.00' L =214.11' rv._ Ia NB3'23'34 "W HAD) PRC �� 6B0'23'S9•E 76.58' L =31'01'38" cC 'aR= 25.00' I 549•0611511E 595 a L =13.54' W I F-- S N N48.5 6'17-W 7 "W 230.45 6=86'28'53 P =14.50' L =21.89' Y ann z �7549120145 "E 230.46' 01 n nm b N CURVE TABLE (Ho.) DELTA RADIUS LENGTH C1 OT 1805 310859 124.83 300 150 0 300 GRAPHIC SCALE: 111-300 I —E - -73 LOTLHE ADJUSTMENT 03 -01 HST. 110. 2003000418556, O.P. N40'39'15 "E� 88.79' -, J Pn — 350'49'29 "E 39E.40' S50'08 15`E 157.69' 14_0'08' 151W 173.88' o Y • b W W ' 0. m y 0 m N n N 0 0 N V 010 N 'I- N 17 b e7.1 - O " O Y ` 297.091 /1� 35318 34131' N42'S6.09 "W \� N �, / �\ 541.86' n. N N r)• N_ m ip O▪ n¢ NOO OQ m°" m 1/11 - DESJ1711111W .arc!! I -E -1.1 LotIne Drys tm!nt Ho. 53 -01 • MCAS- TUSTIN SHEET I OF 1 SCALP 1 • 300 P S O M A S IT Writ Ms • I OAlE MAY 18, 2003 W.tlmoL10 „!°5 RII! 5-Jr L:JUMPER :11.CrICSno ,- • • 2 3 4 5 6 7 8 9 10 12 13 14 15 16 17 18 19 20 PS OMAS Legal Description Exhibit "A" Parcel I -E -3 (Reuse Plan Disposition Site 1) In the City of Tustin and the City of Irvine, County of Orange, State of California, being those portion of Block 10, of Irvine's Subdivision, as shown on the map filed in book 1, page 88 of Miscellaneous Record Maps, and as shown on a map filed in Book 165, Pages 31 through 39 inclusive of Records of Survey, both of the records of said County, described as follows: For the purpose of this description the following Control line is hereby established: Control line "A" Beginning at the intersectiUn of the centerline of Red Hill Avenue with the centerline of Valencia Avenue as shown on said Record of Survey, the centerline of Red Hill Avenue having a bearing of South 40 °37'39" West between Valencia Avenue and Warner Avenue; thence South 49 °20'07" East 106.23 feet to the beginning of a curve concave southwesterly having a radius of 1400.04 feet; thence southeasterly along said curve 134.49 feet through a central angle of 5°30'14"; thence South 43 °49'53" East 101.77 feet to the beginning of a curve concave northeasterly having a radius of 1400.04 feet; thence southeasterly along said curve 103.54 feet through a central angle of 4°14'15" to a point hereinafter referred to as point "E ". 21 Control line "C" 22 23 Beginning at hereinabove described point "E"; thence North 40 °40'06" East 79.56 feet 24 to a point hereinafter to be referred to as point "C"; thence continuing North 40'40'06" 25 Fast 659.46 feet to a point that is distant 445.49 feet southeasterly, measured at riuht • Page I of 3 vryi 21u50 102i10`irpm u'P.euumbrrcJ Psi ce's;b;:Iiq:i'cc I E.3 ;Inc .1: 27102 I2.2E PM • PSOMAS Legal Description Exhibit "A" Parcel I -E -3 (Reuse Plan Disposition Site 1) angles, from the centerline of said Red f-Iill Avenue between Valencia Avenue and Santa 2 Fe Drive and distant 604.41 feet southwesterly measured at right angles, from the 3 Southwesterly line of the land shown on Parcel Map filed in book 64, page 39 of Parcel 4 Maps, records of said County, as said centerlines are established on said Record of 5 Survey. 6 7 3 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Parcel I -E -3 • Beginning at the hereinbefore described point "C"; thence leaving said control line "C ", North 49 °19'54" West 30.00 feet to the True Point Of Beginning; thence South 87 °33'50" West 36.69 feet; thence North 45 °10'56" West 9.92 feet to the beginning of a curve concave northeasterly having a radius of 143.50 feet; thence northwesterly along said curve 31.99 feet through a central angle of 12°46'19"; thence North 32 °24'37" West 28.61 feet to the beginning of a curve concave southwesterly having a radius of 159.50 feet; thence northwesterly along said curve 31.79 feet through a central angle of 11°25'16"; thence North 43 °49'53" West 42.11 feet to the beginning of a curve concave southwesterly having a radius of 1464.04 feet, being concentric with and 64.00 feet northeasterly of said control line "A"; thence northwesterly along said concentric curve 140.62 feet through a central angle of 5°30'11"; thence leaving said concentric curve North 49 °20'04" West 15.29 feet; thence North 04 °20'50" West 36.78 feet to a line that is parallel with and distant 65.00 feet southwesterly from said centerline of Red Hill Avenue; thence along said parallel line North 40 °38'29" East 50.00 feet; thence leaving said parallel line South 49 °21'31" East 12.00 feet to a line that is parallel with and distant 77.00 feet southeasterly from said centerline of Red Hill Avenue; thence along said parallel line North 40 °38'29" East 41.13; feet thence leaving Pagc 2 of 3 i:'Fury 7y5 WWI 0200`, ep°t led 4''m'els \leuxl.p,rttl I..E -3 du: 4.97/U2 12:2E PM • 2 3 4 5 6 7 8 PSOMAS Legal Description Exhibit "A" Parcel 1 -E -3 (Reuse Plan Disposition Site 1) said parallel line South 49 °19'54" East 338.24 feet to a line that is parallel with and distant 30.00 feet northwesterly from said control line "C"; thence along said parallel line South 40 °40'06" West 123.89 feet to the True Point Of Beginning Containing 43,597 Square Feet or 1.00 Acres 9 As shown on Exhibit "B" attached hereto and by this reference made a part hereof 10 11 12 13 Prepared under my supervision 14 15 16 17 18 19 20 21 22 23 24 25 Walter A. Sheek P.L.S. 4838 Date Page 3 of 3 F:\ gurvels \2,us011 /200h'epmis\Renun' bend ParcelsIlegu6parcel I -P: -i (lac +,17/02 12.26 II N1 LS 4838 EXPIRES: 9/30/04 • SANTA FE RD. t /ANAL LA l 4c:47.P A 3 C) o t(1 CC) • EXHIBIT B 9 CO N99� cp SOUTHWESTERLY LINE � CC) P.M.B. 64/39 % \ 50 IOU SCALE: 1', 100' 549'19'54 -E 343.08' 0 572'43'43 -E (RAD) s Ions PCs: 9/30/04 �C. t7i uUf D? _o Kari N • R =90.00' L =36.72' GA = 23'23'52- (' 36.59 N NI N m N n j.La4 14 /943'4953 L5 N49'2004 176 N04'2057 L7 N40'3B 29 LB - 549'21 3) L9 l2Ei3ifo 42.11 PARCEL IV-J-1 NOT A PART W I Q 65' VALENCIA III 54920'07 77' t1 65' N49'19.54 W 338.24' POINT "M" (`7 PARCEL HE -3 7.00 Acres TPOB PC . -z -3'\ 14 C2 (1.3 .� -1 L2 =05'30 O W Z J J Q O U`) LL) LC Fc4.14n0 d4' W Cnn a I . -1-! (-` -r ; — J > 101.7I' ' L e04 _4 " ) RD. :,5'30'14 R °1404/ \ 41' CONTROL LINE "At POINT "E em0 h r�• �. 12/2:1-3 I7ED BY a� L 1/159'19'54-W 30,0U —POINT "C" Warner Ave. Iz DESCw1,110M PARCEL -E_3 (PEWEE PLAIT 9ISPOSI110H SITE I) MOAS- TUSTIN EMERY 1CFI P S O M A S 3111tsi .m I.n, g.,, n EL% PIi10F bn I coots wy OAT CCAL .-.too' DRArtEO PA7 I CHECKED L5 I DA lE ANVIL, 2002 I JOTS r IJIABL'P 21U6010200 PS OMAS Legal Description Exhibit "A" Parcel I -E -4 (Portion of Reuse Plan Disposition Site 1) In the City of Tustin, County of Orange, State of California, being that portion of Block 10 2 of Irvine's Subdivision as shown on the map filed in Book 1, Page 88 of Miscellaneous Record Maps, and as shown on a map filed in Book 165, Pages 31 thi-ough 39 incltiiive of 3 4I Records of Survey, both of the records of said County, described as follows: 5 6 Parcel I-E-4 7 8 9 10 -I it 12 13 14 15 16 17 18 19 20 21 22 23 24 Beginning at the intersection of the centerline of Red Hill Avenue with the centerline of Valencia Avenue as shown on said Record of Survey, the centerline of Red Hill Avenue having a bearing of South 40 °37'39" East between Valencia Avenue and Warner Avenue; thence South 49 °20'07" East 103.05 feet; thence South 40 °39'53" West 52.00 feet to the True Point of Beginning; thence South 49 °20'07" East 3.18 feet to the beginning of a curve concave southwesterly having a radius of 1348.04 feet; thence southeasterly along said curve 45.04 feet through a central angle of 1'54'51" to the beginning of a compound curve concave southwesterly having a radius of 42.00 feet, a radial line to said beginning bears North 42 °34'44" East; thence southeasterly along said curve 11.95 feet through .a central angle of 16 °18'19 "; thence South 31 °06'57" East 31.73 feet to the beginning of a curve concave northeasterly having a radius of 58.00 feet; thence southeasterly along said curve 12.87 feet through a central angle of 12 °42'56 "; thence South 43 °49'53" East 61.09 feet to the beginning of a curve concave northeasterly having a radius of 58.00 feet; thence southeasterly along said curve 14.33 feet through a central angle of 14'09'14 "; thence South 57 °59'07" East 36.66 feet to the beginning of a curve concave southwesterly having a radius of 42.00 feet, thence southeasterly along said curve 10.38 feet through a central angle of 14 °09'17 "; thence South 43 °49'50" East 9 46 feet to the beginning of a curve \Surveys,2ms010200voports legal.Prrr°I 1- &4.doc 4/26/02 2:06 PM Page 1 of 2 • 3 'PS OMAS 4 thence North 49 °19'54" West 35L89 feet to a point on a line parallel with and distant 5 77.00 feet southeasterly from the centerline of said Red Hill Avenue; thence along said Legal Description Exhibit "A" Parcel I -E -4 (Portion of Reuse Plan Disposition Site 1) concave northeasterly having a radius of 1452.04 feet; thence southeasterly along said curve 64.40 feet through a central angle of 2°32'29"; thence South 02°51'08" East 23.41 feet; thence South 47°19'39" East 11.70 feet; thence South 40°29'44" West 47.00 feet; 6 parallel line North 40 °37'39" East 59.07 feet to a point lying South 85"38'32" West 36.79 feet from the True Point of Beginning; thence leaving said parallel line 7 8 North 85 °38'32" East 36.79 feet to the True Point of Beginning. 9 11 12 Containing 24,672 square feet or 0.57 acres, more or less. 13 As shown on Exhibit "B" attached hereto and by this reference made a part hereof. 14 15 prepared under my supervision 16 18 Walter A. Sheek P.L.S. 4838 L/ Date 19 20 Revised April 17, 2002 21 22 F' Surve ys'atus0102004n pans Jcgzl -Parcel I- -4.doc 4/26:12 2:06 PM Page 2 of 2 • SNJTA FE ROAD 1 •a CO N C.R. RS 97-1016 VALENCIA AVE. P.0.8. 9'20'07'E 03.055 P.0.8. L i -E -Z\ 340'39'53'17 n 52.00'' N42'34'44'E PCC (RAD) EXHIBIT B 11 J /1t R..53. 16- 5/31 --r3 � CT 7E 4 RA4 m in e 14 CS !t I / Lira tL6 m (p PARCEL I-E--4 `: �59.07' 47.00' N40'37'39 "E 0.57 AC. -47— W n b 0 0 N10'37'39'E 7'J 6j F449'22'21'111 13.8I' \ \h4922'21 "W �.. 72.00' 1449'19'54 'W 351.89' L3 RING TABL�I BEARING I DISTANCE 649'20'07 "E 3.18' 531'06'57 "E 31.73' 543'49'53'E L4 S57'59 07" 15 643'4950E 16 1502'51'05 E 54719'39'E LB 940'37'39'r L9 549'2E,21f 50. L10 11485'38 32 C 36,79 LII N80123'59'W 7658' L7 61.09' 36_66 9.46 23.41' 117D' NOT A PART S CURVE TABL LENGTH RADIUS DELTA L 45.94 01'54 51 c4 42.00' 11.95' C3 58.00' 12.87' C4 56.00' 14.33' C5 42.00' 10.36' CS 7452.04 6440' C? 14.50' 21.89' C0 25.00' 13.54' 310138 16'18'19' 12' 4756' )4'09'14" 14'0917 02'32'29" 86'28'53r LOT r3, C) LO ED lE) L7 En U) CD 06 yF •j9b DATE 5 -co -t;. l WARNER AVE. 0'\ 50 100 SCALE: 1' =107 DESCRIP710N; Potosi -5 -4 (Portion or 6.m PAto )IVpmllbn st• 1) 8AE_T 1 CF 1 MCAS - TUSTIN P S O M A S 3Wa .� .[I TO s. CO nfl :O1M- 3IniP ILLW SCALE 1.100' OPAlED PAT 01460lED LS OA IF APRIL 2002 JOB mio,Firo EXHIBIT `B" To Amended and Restated Declaration of Covenants, Conditions and Restrictions and Environmental Restriction Pursuant to Civil Code Section 1471 Legal Description of Portion of SOCCCD Property Conveyed [Areas 1 & 9] 576 - 44062\AP13360 \1127690.7 4/25/13 cis k F fs, S:!“ 510:4111,ti I,NC•\I, DESCltipl'ION or AREA No. 1 Tulin, CA I'orllumuf ;\P\': 430-2$3-16 April 19, 2013 LIKE Nn. 20122(10( -13 Page I of 2 Real limpidly situated in t!a City of Tustin, County of Orange, State of C'alifnmia, described as 1- allows: lteing a MI ion of PARCEL I- L•'•I.I as said pared is described in trial certain document entitled °l }Ufl' CLAIM DEED AND ENV IRUNt\i1 N'fAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1411" tiled for record on April 29, 2004 in Doe. Nn: 2004000369375, Records of Orange County, wore particularly described as follows; BEGINNING at the most southerly cornet Of Ohl I- l ? -I.I, Thence. along the southwesterly line of said PA IIen. I - 1? -I.1 the Billeting eight IS) courses I. \nudr 44432'52" \Pest, 200,55 lest to the beginning of a tangent n eve bating ai radius of 228:306 feet: 2. :t lodg said ;.tine. through a central nm'tle. ul' title- 13419", bit an ;ire Ic; :(;I ?r o7` 28,63 :Rat; 3. Not 111 9U" 5t)'2R" East, 21.07 Rut; •1. No ih 49^09'11" Went. 15.93 feet: 5. South 4(P'SU'23" t1`e..I, 20,64 feet to the beginning of it nundangnIt owe C ineave In the nunliea t, haviuga radius of 22SS.oh, In nthicdt paint a radial line hews South 42 °34'15" West; 6, Northwesterly along an x11(1 curve, through a central angle ul'14 °29'36 ", for an are length of 179,20 feel; 7. Noah 42'5a'u9" I\rest, 5856 feet; North 42''56'09" West 37.23 fuel to Ike: nnnhwcsh'.rly line of said P.tRC'I L -E- 1.1; Thence leaving said ssatlhrresl,irl4 tine and along last .sa id oo:dnvesterty line the 1i41uning litlec (3) courses: I, North 10°39'15" East, 624,93 k'l; 2, Nor li 49= 211'45° Wed, 230.46 lime; 3. N;+MIt 40'39'15" East. 30,66 lied; Page I Or Thence leaving said Willi wes1e fy line, South iy ^20'45" Ii:7s1.35A,31 fi•cr,. 1 hei ee South 44'391 5" West, 20.83 reel; Thenec South •19 °2114$" E:ut, 213.37 feet to the southeasterly line of s.tid I'AItCFl. 1 hence :11011g still soulira:sratly line the following three (3) courses: T. South 3995I' I5° lh'c::t, 305.52 lee; 2, South 5u°inP15" I n31• l73. &5 fecit 3, south 44 °39'I5" West, 359.2 rc r to the POINT OF L1IX;1.NNIKCi, Conlantini, an :wed 0[295,621 square fact, 6,757 acres mire. or less. Being a portion of Assessor's Parcel Numbet 430.2:04 ti .!v shoo a ou "tichvdute I" nttachetl hereto viol (lathe 0 part hereof For: IIKF Enuiterrs Davis 1 hrcsh, I'.L.S. No. 686$ License expires: (70- 30.201.1 I:7:na. 4 -I g- zip/ 3 K'Si.l I) AILI'Iasl Snap l`q; -11Wli iI, \IV'Il'c :uSd AKI17', \t'll�t;:JI:7.Ja. Pttee 2 or2 :n CITY OF DUSTIN APN: 430-283 -18 N 4019'15v F 624.96' N 40'3915' E 30.66' N C1 1V J_ . -. N 42151109" W 37.2:)' -- W 42'S6'G9" w 58.86' 11 4ru351" E(It) P= 7285,06' 1- 179.20' 512'34_1;1 W(R) -L3 "4" -� 62 N 42110'17" E(R) Ll L =2 &68' '�5 41.27108" IV(k1 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430- 2a3 -16 PARCEL 1- E -1.1. DOC. NO. 2004000369376 LAND EXCHANGE AREA NO. 1 295,627 sq. ft. t 6.787 acrest LNE TABLE LINE BEARING LENGTH L1 N 49';10 "1N" E 71.07' L2 N 4969'31' iV 15.93' L3 5 •10'50'28' W' 70.64' f POINT or OEOINNING `.i 40'39'19 1Y 459.7.9' S' 30'51'45" W 305.52' S 10'3515- tt 27.681 "1 co W 4 47 SUR12 .2L+08d.1S ?LAW \LAN11 SYMAP I, .10 .0 r w P 41 RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT AND SHERIFFS TRAINING FACILITY APN: 430 - 283 -19 GOO SOUTH MAIN STREET SUITE 920 ORANGE, CA 928E8 714- 415 -0500 714- 415 -0599 (FAX) Subject SCIIEOULE: LAND EXCHANGE AREA 1 Jub tic. 20122006 -13 _ Oy RL -_ —_ Oata .12/13 Chkd.ly ;._ SHEET 1 OF 1 ii N f grAtot f* '0:4%Ni. is LEGAL DESCRIPTION OF 4%14VA_LO. 9 Twilin, CA Portion of APN: 4311-282-1I -April 19.2013 No, 20122006-13 Page 1 Ilea I pnliatty situated in he City of fustin, Cenoty onw,:e, State of CA lift:min. dasar Mad as follows: acing all of l'A UCLA. I as sad parcel is do:it:ruled in Mat certain document entitled "Qurrcbum Dun E AND ENVIRONMENTAL RESTRICTION PliRSUANT 10 CIVIL. COD': SECTION I471" Ned For record tnt Ntly 14, 2002 in 1)6c. No, 200204045'95, Records of Orange Couttly, mote particularly thiA•rihatl as follows; COM/rIENCING at the 'non southeastaly comae of :tau I'AItCEL I 42-3; Thane,: Jkng the toolhea sterlylia PA kelt I -E-3 the lighirrin..4 t woo) optirscs: 1. Sunni ‘10'411.0(," Wrst.. 17.13.91Cat; Slutit'a S7:33'50" West, 26 69 fuel It) SillnliWONIaly hue of r3irl PARCEL I ' lS ill,, S.6.1 N. 1;;ISNI01: S.1;t,0.111WeNlyi He the followim aAl IS) al amses: • Nlinh 11'o:it, 9 92 fa-z1 il'a licplifil lag i I' [14 ITch I 4:Urn:, col lea Ve hsviit• rittitK C'!' I./.1-5!) 2. NArthansterly along nitI curer, Iltrongh 1 ecintal Itag1e of 12"46119n, 101-1114 arc leapt') 0131,99 feat; Not 'II 31'124'37" 35'cla, 2.C.611:let le the bev,thonad Dr a tanvor curve, concave !crittihtvemelly. Inving 1:1411:1S II( 150.50 feat: 1. Mothwt.-mat). alung Najd tin if, liffikiL:11 Li eimnal angle or I 1'25'16", r:w :HI are length oh 3 I .79 feel: 5. North, 4349'53" Wei, -12.11 feet to thc .1.2:4. I 110111iI. or ;I tItI1VC. COUR}1.; A;LOII‘ccIvily, havin Of I ,I().:.0.1 6, NorthWWII:11y A:in lallVe, through A eentrAl mist,: of 05 '71t1*1 1", for an Are length of 14(1.11? fun 7. Nartlt 49")041' Wed, 13.29 Ibet; S. NMElt 04'20'50" Mud, 30.73 feat to the northwcsterly lino of said PARC:11 I • E.::: lance leavin, sail! amacaNiarly Ana And aloop, iic1 itiull1WeSicrly line the following Once (3) cootmac 411.'3N2II" Nam. 50.00 :;:ct: 2. soo) 49-21.31" 1,ast: 12,00 11:et: 3, aitali 101N297 41.13 fact In !ilk of said 'PARCEL 1.4::3: Pats I 612 'Renee karinv nc'rlan'rct ,l!' line tpd ikng ;1301 nrnlLtatcrly lii!c, St ulh d4' I'1'S1" I °.:1st, t 2.I reel to the POINT I n7 tin(, INNING. ING. (!rail in! or area ,if4 5!/7 v}uure I:ni or I.11(Ilperes inure or Ins. Biting a portion or Aa:es'i(.v''a Parcel Numhcr i3O- 2$2.13 As shown on `Schedule. 1' ":manned hereto and wade a part hereof. For: 111CF Engineers .44, -) • • ,c "_. yolie11.5411: 11y F Mavis lhred,, ('.I. S. No. CMS ,cdr,tat, e l.inoninrtipires: C9'30-10 l.i :,4.4.4.',0,..,,. hole° 4- 1 I -'^ to is I;o:I S,�ap 14ntd1lCQnL' V.:4(0411. LAND P,rCrld:;NG v [la Page .2 or 2 WO VIRAL, l.1 Gl: ,01.0 v 1-41464.04' 44-5]0'11" L4- 140.62' 13 C2 1.2 L L6 Le •• S L7'.1.1'Eu' i9 SOUTH ORANGE COUNTY t- COMMUNITY COLLEGE DISTRICT APN: 430-282-13 U, ti PARCEL 1 -E -3 DOC. NO. 20020404595 LAND EXCHANGE AREA NO. 9 43.597 sq. Tt.± 1.001 acres a• I.I:GLUU : ?f) N 1 IF 8i.I. rNr: S 40.40'06' 12.3.83• NROPOSE3 AREA 7 eS SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-282-11 E73 rctl :17112 \i ?:04 -13 PLA IS \L#.IO 'SWAP 0.0.8c F's CABS %/ = =' PLAT TO ACCCMI'ANY LEGAL UCSCRIPTION CITY OF TUSTIN APN: 430- 282 -26 - .._.- ...M__ CURVE TABLE — ^- -CURVE RADIUS DEI TA LENGTH 43 CI 1,140_`12.48'10 " 31.99' C2 ;59_120 I 11'25'19' 31.7t_ LINE UNE TABLE DEARING •LENGTH LI r 451056" W 9.02' L2 N 3 4' -" 28.61' L3 N 9'49'53" W 42.11' L4 N 49'20'OC_ 7 15.29' 15 _ N 0'20'50" W 38_76_ II- 16 -- N 400'3A:29" E _ 50.09' ..249'21'31'. E _ 12.0_(1' Emma Inenro¢r IP W rou COO SOUTH MAIN STREET SUITE 920 ORANGE, CA 928118 714...415 -0500 714 - 415 -0599 VAX) Subject SCFEOIJLE_ L_rtv:b [XCIIANCE ARF.i: 9 - ---- -- Job No. 201720066-13_ 135 K. Date 4.LI9/13 ,, Chkd.WS SHEET I OF I - EXHIBIT V Amendment to Bill of Sale 5763 - 44062 \APR 360 \AG RMT 1136768.6 5/1/13 AMENDMENT NO. 1 TO BILL OF SALE FOR FORMER MILITARY PERSONAL PROPERTY LOCATED AT THE FORMER MARINE CORPS AIR STATION, TUSTIN THIS AMENDMENT NO. 1 TO BILL OF SALE (this "Amendment No. 1 "), is made this day of . , 2013 by and between the CITY OF TUSTIN ( "City"), a municipal corporation organized under the laws of the State of California, and the SOUTI -I ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ( "SOCCCD "). • RECITALS A. Pursuant to that certain Bill of Sale for Former Military Personal Property Located at the Former Marine Corps Air Station, Tustin dated April 22, 2004 (the "Original Bill of Sale "), City conveyed to SOCCCD certain "Personal Property" related to certain real property conveyed or leased to SOCCCD under the "SOCCCD Agreement" (as the quoted terms are defined in the Original Bill of Sale). B. Pursuant to that certain Quitclaim Deed and Environmental Restriction Pursuant to Civil Code Section 1471 dated April 22, 2004 and recorded on April 29, 2004 in the Official Records of Orange County, California (the "Official Records ") as Instrument No. 2004000369376 (the "2004 Deed "), City conveyed to SOCCCD fee title to certain real property in the City of Tustin, County of Orange, State of California more particularly described in Exhibit "A" attached thereto (the "Original SOCCCD Fee Property"). C. Pursuant to that certain Development Agreement and Amended and Restated Agreement Between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS Tustin and the Establishment of an Advanced Technology Educational Campus between City and SOCCCD dated , 201_ and recorded on , 2013 as Instrument No. in the Official Records (the "Development Agreement "), City and SOCCCD agreed to amend and restate the SOCCCD Agreement in its entirety. D. Pursuant to that certain Amended and Restated Declaration of Covenants, Conditions and Restrictions and Environmental Restriction Pursuant to Civil Code Section 1471 of even date herewith and to be recorded in the Official Records (the "Restated Declaration "), City and SOCCCD have agreed to amend and restate the declaration of covenants, conditions and restrictions set forth in the 2004 Deed, with respect to that portion of the Original SOCCCD Fee Property currently owned by SOCCCD, as more particularly described in Exhibit "A" attached to the Restated Declaration. E. City and SOCCCD desire to amend the Original Bill of Sale in order to conform the Original Bill of Sale to the Development Agreement and the Restated Declaration. 5764- 44062\APB360 \1128078,1 4/24/13 NOW THEREFORE, in accordance with the foregoing and in consideration of the promises and mutual covenants hereinafter set forth, City and SOCCCD agree to amend the Original Bill of Sale as follows: 1. Confirmation of Transfer. City and SOCCCD agree and confirm that title and ownership of the Personal Property was transferred to SOCCCD pursuant to the Original Bill of Sale and the 2004 Deed. 2. Conditions. The transfer of the Personal Property shall be subject to all of the conditions, covenants, restrictions and other terms of Section 3 of the Restated Declaration, all of which are incorporated herein as if set forth in full. Accordingly, Sections 2 and 3 of the Original Bill of Sale are hereby deleted in their entirety. 3. Development Agreement. All references in the Original Bill of Sale to the SOCCCD Agreement shall be deemed to refer to the Development Agreement. 4. Full Force and Effect. Except as modified by this Amendment No. 1, the Original Bill of Sale shall remain in full force and effect. 5. Counterparts. This Amendment No.1 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1 on the date first written above. CITY OF TUSTIN: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT: By: By: Name: Jeffrey C. Parker Name: Gary Poertner Title: City Manager Title: Chancellor 2 5764 -41062 W Pa360\ I 1 28078.1 4/24/13 EXHIBIT W Nonforeign Transferor Declaration (SOCCCD) 5764-1-1062 AP13360 \AG R AM I 1 36763.6 5 /1 /13 TRANSFEROR'S CERTIFICATION OF NON - FOREIGN STATUS Section 1445 of the Internal Revenue Code (the "Code") provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the Property and not the disregarded entity. To inform the CITY OF TUSTIN, a municipal corportation ( "Transferee "), the transferee of that certain real property described in Schedule "1" attached hereto and incorporated herein by this reference, that withholding of tax is not required upon the disposition of the above - referenced real property by the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ( "Transferor "), the undersigned hereby certifies the following on behalf of the Transferor: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); 2. Transferor's taxpayer identification number is: 95- 247987; 3. Transferor is not a disregarded entity as defined in Section 1.1445- 2(b)(2)(iii) of the Income Tax Regulations; and 4. Transferor's address is: 28000 Marguerite Parkway, Mission Viejo, California 92692. The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. 5764-44062 \APB360 DECL\ 1 128205.1 122/13 The Transferor understands that the Transferee is relying on this Certification in determining whether withholding is required upon said transfer. Under penalty of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor. Dated: , 20 "TRANSFEROR" SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency By: Name: Title: 2 5 764 -4 4 062 W PB3 G0 \DE.C1.11 128205.1 1 22/13 Schedule "1" to Nonforeign Transferor Declaration Legal Description of Property 'Areas 1 & 91 All that certain real property located in the City of Tustin, County of Orange, State of California, described as follows: (Attached hereto and made part hereof) 5764- 440621APB360 \DECL \1128205.1 122/13 BkF n ^..;,ac 5nr,ItIr': Pi rntri 1•EGAI. DESCRIPTION OF AREA NO, I Tustin, CA Portion of APN: 439.2$3•1(, April 19. 2013 LAKE Not 20122000.13 Pape I UI'2 Real inoprrly sir.acd in the City uI Tuniin, County 0lCI'atinn. Slain of C u il'ntnia, described as follows: living a pot Eon iI ('ARC L•l. 1-E-1.1 as said parcel is describes! in Iltai certain doctiirett emitted 'Qu i t CLAIM DEED AND ENVIRONMENTAL ItE5lIUc1-1UN PURSUANT '(U CIVIL-.CODE SECTION 147E' tiled for record on April 29, 2004 in Doc. No, 21104000309376, Records of ()tango County, more. particularly described as follows; 17EGi. \NING Ut'lie most sou(hcrly comes of said 1- (i -I.1, Illance along Ow senOh+cewcrl) line UL' :id PARCCl. I- 1i -I.? hi' follolcino, eutbl (111cnorscst .Nnith 4S‘,3252" WeSI, 20055 f•t i In the bet urting al'a 1: :meal (suns, bavinp a radius U1'22145.00 liel; ... :110 1,e •;aid curt ,. Y•Im'.ig I iI e:ciral -I l'It•t Id do „J!Cr1 " i;Ir n :re b::'.!;c; of 2)i,(,S foul; 3. Noah 4115112S” !'a`4, 21:17 kin; North 4t)'Qt1't " 'Vtsr, 15.93 feces; 5. Nitwit 40"50128' West, 2(1344 ten] is the heginniltg ofa non-tanl;ct It cure c(ineave In the nunheaa. h;;Ithly 1 radius 14'2255.06, to a hick point a radial line hears Scud, 42'3;1'15•' West; Nat;hn'csb :rly along last said curve, ihrnush:1 central :utv le or o. : °24 :3i ". for an are Ieaglh of 17920 fncl; 11ar'Jt 42t5 o409" \\t1 , 55.50 feel; 3, \brth 42'36'09" \ om..17.23 feet to Etc III:Ilhw'lsierly line of paid PAID: El. 1- G -1.1; I I:1'IIt'C Ie.ICIn'! said (.pallovesteil) tine :Intl at. nt., lam said aoa!'westerly line' the Ibt Inns tin cc (31 itllll'hei: I. Nor :11 "111'39'15" East, (11.98 feat; 2, North -Ia 2p'45" \14:51. 23{14(. feel; 3. iknr:h+40'39'15" East, 30.o0 leer Page I ill Thence Ravine said northwethdy jilt South •9'2ol15" 1:.315;1. ;5;3331 1.333,1: Ehicce St11.3311 40°139'15" Wet, 21188 Ilti; Thonet: Sunlit 49'21145" Fast, 213.37 feta lo Ole soullioisterly line of said 11.410.11 1-E-1.1: 'thence ;11ong aid soul1w641.:11y 1 Ole Ihe rullowing three I:Or:ours:a; South 39"31•43* West, 3115,52 leer; 7. South irr11:415" EnAI, 173,1+8 fed; 3. South i10°39'13" Wes', 339.25 feel to the POINT OF RIX; INN1 r,ontenint! an 311'C'Il 34295,62.r sqltare leer, 6, 7fl acres more or le5s. Beith ci portico of A•igeslior' Pared Noothol 430-.2S3-1 6- As N1133310 ins “S33311‘,1131133 ollarheil hereto aro! youth n Io-cur. UK!' Engineer Ho: Dint 1-11N611, PLS. No. 6868 license expiro; (19-30.2914 • ft.. 4 13- zo/ 3 •13253,1.2‘1229331:. I) A I II' 1,11,1S.e.or Itr;13W33 MAIN', I ilAig I .3.34/ 3 X3 11.1:30I.1.0. Page 2 of 2 CITY OF TUSTIN APN: 430 - 283 -16 bAVI- HRESH Au. A86* N 40139'19 E. 624,90' FI 4:139'15' F' 30.66' b 0. n, z M 42'56'.39' W ,57.23' -- - N 12':iti [:.9" ;Y 1' SB.iIa' I; Tw' 51" E(H) N =229.5.06' tr= 4'29i 36" I- 17ti.20' 5 12'31'15` W`it) -L3 12_ N 42'10'17 E(R) LI It 7:65.06' L- 28.156' N 5 41'27109W( J ,a CJ N r] SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430- 283 -16 PARCEL 1 -E -1.1 DOC. NO. 2004000369376 LAND EXCHANGE AREA NO. 1 295,627 sq. ft. ± 6.787 acres± 15'0;17 OF BEG NNUJG S 40'39.15" \Y a95.21). S 30'51'45 W 305.52' S •If:SYIS' 4Y 2:1. II v, U, ,n U, IV \S0H12 1t200.1J PIA IS \LANT) StMI' 1.04'4 CI) Li U) RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT AND SHERIFFS TRAINING FACILITY APN: 430 - 283 -19 twtw IAmYIOGI I►wauf GOO SOUTH MAIN STREET 51111E 920 ORANGE, CA 9286a 714 -415 -0500 7:4 -- 415 -0599 (FAX) Sub`'ecl SCIIEUULF 1 LANO LXCFIANCE. ARE. '� I� - -� - - -- Job No. 2.0122000_ 13 _ Date %9).9%13_, Ch l:d WC.. SHEEP .__ ._..__I OF 1 -- LINE TARE LINE BEARING LENG111 L I . . L2 . „ 2 4 4 9 1 9 ' 2 1 1 " . A . _ N 49'00'32” W S 40'50'26''W' 21,07' 15.a 20.64' L3 15'0;17 OF BEG NNUJG S 40'39.15" \Y a95.21). S 30'51'45 W 305.52' S •If:SYIS' 4Y 2:1. II v, U, ,n U, IV \S0H12 1t200.1J PIA IS \LANT) StMI' 1.04'4 CI) Li U) RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT AND SHERIFFS TRAINING FACILITY APN: 430 - 283 -19 twtw IAmYIOGI I►wauf GOO SOUTH MAIN STREET 51111E 920 ORANGE, CA 9286a 714 -415 -0500 7:4 -- 415 -0599 (FAX) Sub`'ecl SCIIEUULF 1 LANO LXCFIANCE. ARE. '� I� - -� - - -- Job No. 2.0122000_ 13 _ Date %9).9%13_, Ch l:d WC.. SHEEP .__ ._..__I OF 1 -- L?BRF fivti,. Ls Sl•lUflit, t3(r,•q..”. LEGA I. DESCRIPTION OE AREA NO. 9 Tustin, CA Port inn or APN: 4.111-282-1.1 April 19, 2013 131:1: No 2012200n. 3 Pugv 1 of 1terI provatly siioatvd in Mc.City of Tustin, Ceuot y of Gawp:, $1.titu of eel described as MIlows: liciWk; all or lulu. I -E-3 is 1;11111 parcel lit described tn Mut ccoma document entitled "QUITCLAIM 1)10(1) E AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIl, CODE SECTION 1.171" tiled fat record on Mot 14, 21)1)2 in Doe. No. 20020404595, Records of Orange County. mote pal ieularly deATilu!d iI follows: COMMENCIN(119 the LI0S1 SoutileAsledY comer In' PAIWEL I -E-3: Thence .1111114 the E0001C:!..erl) hue '[said 11:11;Ca 1•11-3 he klh.'viu Iwo (2) courses.. I. soul) ,toc,into, V-si. rect; 2. Smith S7r33'5ti" $6.lt9 feet to the (41uthwe...1.-trls line l'ARCH!. I 4:-3t :,z15,1‘villi,:tsn71., hoc: alai :dot:: :turd snailoccmcily line the folliovir:: North 43"; 056" Is51<nt. 9,112 rot,' to 1.1-o In../111,;11.1 a of n tanatnio curve. concay.; nolth<nsi<nly, r,ditiq hl.I.50 5s:411:cash:ply ;doni :. said uti:v<, iltotimh com ain:l< (It' I 2",16' ol-31.htt r<eo, :1. Ninth 322.1%17" It's•st, 2N (it ket Itt the or a lant!illl curie ,t0tIliltVeSlet iy, ba‘'i lig of 150,511 leit •1. No:a:we:ally along Ntlitl <tine. tloottillt 1 L:eni:31 nni:le of It :25"16, I'm au no: lett01 on I .719 ftel: 5. Nail!: 4349'53" lVetd, .12:1 I feet to the hegintiLut tiro Lai curve. concave soulloect;nott)., loh.tug radios oll.lh10.1 6, „Nonlowi.swily flhi,jfl! ,jiiJ ‘torat, IMougli ecniral mil& of 05'511'11", of an tiro length nf 1111.62 feet: 7. Norlt •921.1.0.1" WosI. 13.29 11. IN:toth 114".1.0*50" 11.145d, 1eel to the north .4 vt...t.tcrly Iiit id mid PA I■CT.I. I 'I Cute 1,5;1\44.2. ;nitkantheinierly and along line the litIM‘viitst dove (3) courtuts: North 411":11:120" IIL. 50.(11) 2, South 451'21'31" East, I 2A10 3, I•Ionli :111'.11C29" Ilual..11,13 reel In the inn tliconet ly of said PARCLIL Page I a 2 Thence laaviird fetid nornoviastarly lint aloon said notilleaiterly Stank •1919.5..19 U:151, 3Ye..2-.1 Feet to the POINTHE RIF.ClINNiNC.l. area 014.1,597 ,upnitelaal iir Dal Clefei 110(C 'it lei:s Iti2ing a portion kir A.:sser'E Parcel Number .139-282./ AN hijuu on "Schedule I" a uarbvil hereto and wade a part hervor. For 1.11C.F Liitiiccrs cry Wv1-•;, • .att Davis l'hreall, P.1..S. 6S6S I lala: •f•P, ct• i 0.; ex[iiie+; 4- 0).-zets •as,,Lvi120,..,.13 At: .1 ', NC 11.\NIII' 941o.: P:igo 2 iii?. N G:[ 1 MIO Val M1LIBIti L6 (fr. 1484.04' &•= 570'1!" 1. -"1 :0.62' L3 1.2 CI SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430. 282 -13 PARCEL 1 -E -3 DOC. NO. 20020404595 LAND EXCHANGE AREA NO, 9 43,597 sq. ft.1: 1.001 acres a- 1.1:_11!9) P-O.L. P.'LP. i f),I: I' ...9F liECi1i11I40 5 40'4C'06 __- _.._._- ._._.- _,______._- _.- ._.._.....__ 12:1.6.1' iI•41lT;`p�y1('rF' PROP051 ;B AREA 7 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 282 -11 V: VI ''RI 2 \I2!0i -13 LAI'S \LAtlll i14AP p.GYi9 ENltwwn Ituovrr tr 1PiAag n 800 SOUTH MAIN STREET sum: 020 (AMU'. CA 97808 714-415-9500 71 L- .415- -u599 (FAX) hrCURVE TARE RADIUS DELTA LENGTH _14_3 50I{ _ 12'.99' 159.;501 11'L.79' CITY OF TusrIN APN: 430 - 282 -25 PLAT TO ACCGMPANY LEGAL DESCRIPTION Subject SCI EOULF I__ I.AN EXCHANGE. AREA 9 Job No. 20172096-1.3 Ily Pi Date 419/13 ('hkd WS_— SHEET I OF I LINE TABLE II,VE BEARING LENGTht 11 N 4510'56" W 9.9+' 12 N 3' 4` . - W 28.01` L3 N 4y49'S3" W 42,11' (.4 N 49'20b4" Vi 15 29' L3 - -_ - N_ 04'20_50" W I_36.79_ L6 N 40'38%9_ ice £10,00` 1.7 S 49'21'31' E 12.00' 1.8 _... t 40'31i'29Z;E,., L. 41,13'..__ PLAT TO ACCGMPANY LEGAL DESCRIPTION Subject SCI EOULF I__ I.AN EXCHANGE. AREA 9 Job No. 20172096-1.3 Ily Pi Date 419/13 ('hkd WS_— SHEET I OF I EXHIBIT X -1 City - SOCCCD Quitclaim Deed 5764- 44062WPB360W GRM111136768.6 5/I/13 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City Manager The City of Tustin 300 Centennial Way Tustin, California 92780 Mail copy of Quitclaim Deed and Tax Statements to: Vice Chancellor, Business Services South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, California 92692 -3635 Exempt from Recording Fees Per Government Code Section 6103 Space Above This Line Reserved for Recorder's Use QUITCLAIM DEED AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471 FROM CITY TO SOCCCD (City- SOCCCD Land Exchange Agreement / Red Hill Parcels) THIS DEED is made this day of 20 , by the CITY OF TUSTIN, CALIFORNIA, the recognized local redevelopment authority for Marine Corps Air Station Tustin ( "CITY "), in favor of the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ( "SOCCCD "). RECITALS: WHEREAS A. CITY requested from the United States of America (hereinafter the "Government ") conveyance of a portion of the former Marine Corps Air Station Tustin, ( "MCAS Tustin ") which was closed pursuant to and in accordance with the Defense Base Closure and Realignment Act of 1990, as amended (Pub. L No. 101 -510; "Base Closure Act") and which is no longer required for military purposes; B. The Government and CITY entered into that certain Agreement between the United States of America and the City of Tustin, California, for the Conveyance of a Portion of the Former Marine Corps Air Station Tustin, dated May 13, 2002 as amended by "Modification One (1)" dated April 10 2006, "Modification Two (2)" dated 5764- 44062 \110403 \1116332.10 4/30/13 July 31, 2006 and "Modification Three (3)" dated December 19, 2011 (as so amended and modified, the "Navy -City Conveyance Agreement ") which sets forth the terms and conditions of the conveyance of portions of MCAS Tustin from the Government to CITY; C. Pursuant to California Civil Code § 1471 and a Finding of Suitability to Transfer ( "FOST "), the Government determined that it is reasonably necessary to impose certain restrictions on the use of the City Property to protect present and future human health or safety or the environment as a result of the presence of hazardous materials on portions of the City Property described hereinafter with particularity; D. CITY and SOCCCD entered into that certain Agreement between the City of Tustin and the South Orange County Community College District for the Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus, dated April 22, 2004, (the "City - SOCCCD Conveyance Agreement ") setting forth the terms and conditions of the conveyance of a portion of the City Property from CITY to SOCCCD; E. Subsequently, CITY and SOCCCD entered into that certain Development Agreement and Amended and Restated Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus dated 20 , and recorded in the Official Records of the County Recorder of Orange County, California, on .20 as Instrument No. (the "Development Agreement "), which, among other things, amends and restates the City - SOCCCD Conveyance Agreement in its entirety; F. Pursuant to the Navy -City Conveyance Agreement, the Government conveyed certain real property at the Marine Corps Air Station, Tustin ( "City Property") to CITY; G. In accordance with the City - SOCCCD Conveyance Agreement, CITY conveyed a portion of the City Property (the "SOCCCD Property") to SOCCCD; and H. CITY and SOCCCD have entered into that certain Agreement for the Exchange of Real Property dated , 20 (the "Land Exchange Agreement "), pursuant to which CITY has agreed to convey to SOCCCD certain portions of the City Property in exchange for the conveyance by SOCCCD to CITY of certain portions of the SOCCCD Property. NOW THEREFORE, CITY, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby remise, release and forever quitclaim to SOCCCD, all of CITY's right, title and interest in and to that certain real property, comprising approximately nine (9) acres, more or less (hereinafter "City Exchange Property "), as more particularly described in Exhibit "A." 5764- 14062\RJD403 \1 116332.10 4/30/13 TOGETHER WITH all improvements on the City Exchange Property 1. EXCEPTING THEREOUT AND THEREFROM, however, and reserving to CITY its successors and assigns, together with the right to grant and transfer all or a portion of the same, the following: 1.1 Any and all oil, oil rights, minerals, mineral rights, natural gas rights and other hydrocarbons by whatsoever name known, geothermal steam and all products derived from any of the foregoing, that may be within or under the City Exchange Property together with the perpetual right of drilling, mining, exploring for and storing in and removing the same from the City Exchange Property or any other land, including the right to whipstock or directionally drill and mine from lands other than the City Exchange Property, oil or gas wells, tunnels and shafts into, through or across the subsurface of the City Exchange Property and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip, maintain, repair, deepen and operate any such well or mines; but without, however, the right to drill, mine, store, explore or operate through the surface of the City Exchange Property. 1.2 Any and all water, water rights or interests therein appurtenant or relating to the City Exchange Property or owned or used by CITY in connection with or with respect to the City Exchange Property (no matter how acquired by CITY), whether such water rights shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated, statutory or contractual, together with the perpetual right and power to explore, drill, redrill and remove the same from or in the City Exchange Property, to store the same beneath the surface of the City Exchange Property and to divert or otherwise utilize such water, rights or interests on any other property owned or leased by CITY; but without, however, any right to enter upon or use the surface of the City Exchange Property in the exercise of such rights. 1.3 A permanent non - exclusive easement in gross on, over, under or across the City Exchange Property within ten (10) feet from all property lines bordering on and parallel to any public street or future public street as identified on the MCAS Tustin Specific Plan/Reuse Plan adopted February 3, 2003, as subsequently amended (as amended, the "MCAS Tustin Specific Plan/Reuse Plan ") for the construction, installation, emplacement, operation and maintenance of any new utility systems, without unreasonably interfering with SOCCCD's reasonable use and enjoyment thereof. 2. SUBJECT TO THE FOLLOWING NOTICES, COVENANTS, RESTRICTIONS, AND CONDITIONS, which shall run with the land and be binding upon and enforceable as equitable servitudes against SOCCCD, its successors and assigns for such period of time as the Development Agreement prescribes: 2.1 Conditions: 2.1.1 Uses. The City Exchange Property shall be planned, developed, maintained and used solely for the purposes prescribed in the Development Agreement. 5764 44062W wO3\1116332.10 4/30/13 2.1.2 Effective Standards. The City Exchange Property shall be planned, developed and maintained in accordance with the Effective Standards as defined in the Development Agreement. 2.1.3 Major Improvements. SOCCCD shall not construct or make or permit the construction or making of any "Major Improvements" (as defined in the Development Agreement) on the City Exchange Property without complying with the provisions of the Development Agreement concerning CITY'S rights (a) to grant or deny "Development Approvals" and (b) to undertake courtesy review of the "DSA Plans" (as both such terms are defined in the Development Agreement). 2.2 Restrictions on Transfers: 2.2.1 Permitted Transfers. SOCCCD shall not effect, or agree to effect, any transfer, sale, assignment, gift or other conveyance of all or any portion of the City Exchange Property or any improvements thereon or any interest therein, whether voluntarily, involuntarily or by operation of law or otherwise except as provided in the Development Agreement. 2.2.2 Remedies For Improper Transfers. In the event of a Transfer in violation of this Section 2.2, CITY shall have all remedies available to it as provided in the Development Agreement, including the right to exercise the Right of Reverter contained in Article 13 of the Development Agreement. 2.2.3 Termination of Restrictions. The provisions of this Section 2.2 shall expire and be of no further force or effect on April 29, 2034 (the "Termination Date "). 2.3 Covenants: The Development Agreement includes certain additional covenants by SOCCCD in favor of CITY. SOCCCD, by acceptance hereof, reaffirms its obligation to comply with such covenants, including, but not limited to, the following: Section 7 concerning City regulation, Section 12 concerning unauthorized transfers, the Release contained in Section 16.3.3, Section 11 concerning non - discrimination and maintenance of the City Exchange Property, and Section 21.14 concerning estoppel certificates. 2.4 Enforcement of Covenants, Conditions, and Restrictions: SOCCCD, its successors and assigns, shall reimburse CITY for all damages, claims, or liability whatsoever that CITY sustains as a result of a breach by SOCCCD of any of the conditions or any other terms and covenants of this Deed, including all costs and expense (including reasonable attorney's fees and court costs) related to, or arising from CITY's enforcement or restraint of a breach by SOCCCD of any of the conditions or any other terms and covenants of this Deed. 2.5 Encumbrances. SOCCCD agrees to accept conveyance of the City Exchange Property subject to all covenants, conditions, restrictions, easements, rights -of- way, reservations, rights, agreements, and encumbrances of record. 5764- 44062\11J13403 \1116332.10 4/30/13 2.6 Government Deed. The quitclaim deed from the Government conveying the City Property to CITY (the "Government Deed ") was recorded prior to the recordation of this Deed. In its transfer of the City Property to CITY, the Government identified certain building(s) or portions of building(s) as being located on the City Exchange Property. CITY has no knowledge regarding the accuracy of such information. Additionally, in its transfer of the City Property to CITY, the Government identified certain building(s) or portions of building(s) as having, presumed to have, or requiring surveys for, friable and non - friable asbestos containing materials and lead based paint, and the presence of certain contaminants and hazardous materials. CITY has no knowledge regarding the accuracy of such information, and CITY makes no warranties regarding the condition of the building(s) on the City Exchange Property. CITY makes no warranties regarding the environmental conditions on the City Exchange Property; CITY has no knowledge regarding the accuracy or adequacy of the Government's remediation of the City Property as provided in the decd conveying the City Property to CITY, and CITY has taken no steps to abate any such conditions. The italicized information below is copied verbatim (except as discussed below) from the Government Deed conveying the City Property to CITY. To the extent applicable to the City Exchange Property conveyed hereunder, by acceptance of this Deed SOCCCD hereby acknowledges and assumes all responsibilities placed upon CITY, under the terms of the aforesaid Government Deed to CITY. Within the italicized information only, the term "GRANTOR" shall mean the Government, and the term "GRANTEE" shall mean CITY; to avoid confusion, the words "Government" have been added in parenthesis after the word "GRANTOR ", and "CITY" has been added in parenthesis after the word "GRANTEE ". 2.2 A FOST has been completed and an Environmental Baseline Survey ( "EBS ") report is referenced in the FOST The POST and EBS reference environmental conditions on the Property and on other property not subject to this Deed GRANTEE ( "CITY') acknowledges that it has received copies of the EBS and the FOST and that all documents referenced therein have been made available to GRANTEE ( "CITY') for, inspection and copying. 2.3 Except as otherwise provided herein, or as otherwise provided by law, the GRANTEE ( "CITY') acknowledges that it has inspected, is aware of and accepts the condition and state of repair of the Property, and that the Property is conveyed "as is" and "where is" without any representation, promise, agreement, or warranty on the part of the GRANTOR ( "the Government") regarding such condition and state of repair, or regarding the making oJ'any alterations, improvements, repairs or additions. Except for the environmental remediation which may be required to be undertaken by GRANTOR ( "the Government') pursuant to paragraph. 2.6 below, the GRANTEE ( "CITY') further acknowledges that the GRANTOR ( "the Government') shall not be liable for any latent or patent defects in the Property except to the extent required by applicable law. 5764- 44062 \RJD403 \1116332.10 4/30/13 2.4 Asbestos Containing Material. 2.4.1 GRANTEE ("CITY") is hereby informed and does hereby acknowledge that hazardous materials in' the form of asbestos or asbestos - containing materials ( "ACM') have been found and are otherwise presumed to exist in Buildings /Structures ... 213... on the Property. The EBS and FOST disclose the presence of known asbestos or ACM hazards in such buildings and structures on the Property. 2.4.2 GRANTEE ( "CITY') covenants, on behalf of itself its successors and assigns, as a covenant running with the land, that it will prohibit occupancy and use of buildings and structures, or portions thereof containing known asbestos or ACM hazards prior to abatement of such hazards. In connection with its use and occupancy of the Property, including, but not limited to, demolition of buildings and structures containing asbestos or ACM, it will comply with all applicable federal, state and local laws relating to asbestos and ACM 2.4.3 ACM surveys have not been conducted for Buildings /Structures, ...538... on Parcel I -E -2 [Areas 2 and 6 as shown on Exhibit A]. GRANTEE ("CITY') shall prohibit occupancy and use of those buildings and structures and portions thereof until ACM surveys have been conducted by GRANTEE ( "CITY') or its successors and assigns, and any necessary abatement required under applicable federal, state and local laws relating to asbestos and ACM has been completed by GRANTEE ("CITY') or its successors and assigns. 2.4.4 The GRANTOR ("the Government') shall provide a notice of release, in recordable form, to the GRANTEE ( "CITY') at such time as demolition of the buildings on the Property containing ACM has been completed and the appropriate government regulatory agency(s) have confirmed in writing to the GRANTEE ( "CITY') that ACM has been removed from the buildings and any necessary soil remediation has been conducted in accordance with all applicable federal, state, and local laws and regulations. This notice of release shall be deemed to remove all notices and restrictions relating to ACMfrom the Property. The GRANTOR ( "the Government') shall have no obligation under this subparagraph for the demolition of buildings or the removal of ACM or soil remediation related to such demolition or removal action. 2.5 Lead Based Paint (LBP). 2.5.1 The Property may include improvements that are presumed to contain LBP because they are thought to have been constructed prior to 1978. Buildings ..213... are restricted from residential use and children are not allowed to occupy the buildings. When these buildings are demolished, Grantee ( "CITY') or its successors and assigns, will be required to demolish the buildings in accordance with applicable laws and conduct post - demolition sampling and abatement of any soil -lead hazards related to the demolition prior to occupation of any newly constructed buildings. Lead from paint, paint chips, and dust can pose health hazards if not managed properly. Pursuant to 40 C'FR Section 745.113 the following notice is provided; "Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 5764- 44062UtID40311116332.10 4/30/13 1978 is notified that such property may present exposure to lead from lead -based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead - based paint hazards from risk assessments or inspections in the seller possession and not the buyer of any known lead -based paint hazards. A risk assessment or inspection for possible lead -based paint hazards is recommended prior to purchase." 2.5.2 The GRANTEE ( "CITY) hereby acknowledges the required disclosure of the presence of any known LBP and/or LBP hazards in target housing constructed prior to 1978 in accordance with the Residential Lead -Based Paint Hazard Reduction Act of 1992, 42 U.S.C. Section 4852d (Title X). The GRANTEE ( "CITY') acknowledges the receipt of available records and reports pertaining to LBP and/or LBP hazards and receipt of the Environmental Protection Agency (EPA) approved pamphlet "Protect Your Family from Lead in Your Home" (EPA 747 -K -94 -001). Furthermore, the GRANTEE ( "CITY') acknowledges that it has read and understood the EPA pamphlet. 2.5.3 The GRANTEE ( "CITY') covenants and agrees that, in any improvements on the Property defined as target housing by Title X and constructed prior to 1978, LBP hazards will be disclosed to potential occupants in accordance with Title X before use of such improvements as a residential dwelling (as defined in Title A). Further, the GRANTEE ( "CITY') covenants and agrees that LBP hazards in target housing will be abated in accordance with Title X before use and occupancy as a residential dwelling. "Target housing" means any housing constructed prior to 1978, except housing for the elderly or persons with disabilities (unless any child who is less than six [6] years of age resides, or is expected to reside, in such housing) or any zero - bedroom dwelling. 2.5.4 The GRANTEE ( "CITY') covenants and agrees that in its use and occupancy of the Property, it will comply with Title X and all applicable federal, state, and local laws relating to LBP. The GRANTEE ( "CITY') acknowledges that the GRANTOR ( "the Government') assumes no liability for damages for personal injury, illness, disability, or death to the GRANTEE ( "CITY'), or to any other person, including members of the general public, arising from or incident to the purchase, transportation, removal, handling, use, disposition, or other activity causing or leading to contact of any kind whatsoever with LBP on the Property, arising after the conveyance of the Property from the GRANTOR ( "the Government ") to the GRANTEE ( "CITY'), whether the GRANTEE ( "CITY') has properly warned, or failed to properly warn, the persons injured 2.5.5 The GRANTOR ( "the Government') shall provide a notice of release, in recordable form, to the GRANTEE ( "CITY') at such time as demolition of the buildings on the Property containing LBP has been completed and the appropriate government regulatory agency(s) have confirmed in writing to the GRANTEE ( "CITY') that LBP has been removed from the buildings and any necessary soil remediation has 5764- 44062 \R3D403 \1116332.10 4/30/13 been conducted in accordance with all applicable federal, state, and local laws and regulations. This Notice of Release shall be deemed to remove all notices and restrictions relating to LBP from the Property. The GRANTOR ( "the Government") shall have no obligation under this subparagraph for the demolition of buildings or the removal of LBP or soil remediation related to such demolition or removal action. 2.6 Notices And Covenants. 2.6.1 Notices: Hazardous Substance Notification. Pursuant to 42 U.S.C'. § 9620(h)(3)(A), and the provisions of 40 C.F.R. part 373, the GRANTOR ( "the Government') hereby gives notice that hazardous substances were stored for one year or more, released or disposed of on the Properly. The information contained in this notice is required by regulations promulgated under Section 120(h) of the Comprehensive Environmental Response, Liability, and Compensation Act (CERCLA or "Superfund "), 42 US. C. § 9620(h). The GRANTOR has made a complete search of its files and records concerning the Property. Based on that search, the type and quantity of such hazardous substances, the time at which such storage, release or disposal took place, to the extent such information is available, and a description of the remedial action taken, if any, is contained in Exhibit "B." 2.6.2 Grant of Covenant ( CERCLA 42 U.S.C. Section 9620 (h)(3)(A)(i0(I) 1. The GRANTOR ( "the Government') covenants and warrants that all remedial action necessary to protect human health and the environment with respect to any hazardous substance remaining on the Property has been taken before the date of transfer. 2.6.3 Additional Remediation Obligation fCERCLA 42 U.S.0 Section 9620 (h)(3)(A)(ii)(11)/. The GRANTOR ( "the Government') covenants and warrants. that GRANTOR ( "the Government') shall conduct any additional remedial action found to be necessary after the date of transfer for any hazardous substance existing on the Property prior to the date of this Deed This covenant shall not apply to the extent that the GRANTEE ( "CITY') caused or contributed to any release or threatened release of any hazardous substance, pollutant, or contaminant. 2.64 Access ( CERCLA 42 U.S.C. Section 9620 (10(3)(A)(iii)J. In connection with GRANTOR 's ( "the Government') covenant in 2.6.3 above and in connection with ongoing remediation on GRANTOR's ("the Government') property adjacent to the Property, GRANTEE ("CITY') agrees on behalf of itself its successors and assigns, as a covenant running with the land, that GRANTOR ( "the Government'), or its officers, agents, employees, contractors and subcontractors, shall have the right, upon reasonable notice to GRANTEE ( "CITY'), to enter upon the Property in any case in which a response or corrective action is found to be necessary at such property after the date of this deed, or such access is necessary to carry out a response action or corrective action on adjoining property. Neither GRANTEE ( "CITY'), nor its successors and assigns, shall have any claim on account of such entries against the United States or any of its officers, agents, employees, contractors or subcontractors. The right to enter shall include the right to conduct tests, investigations and surveys, including, where 5764- 44062\RJ0403 \1116332.10 4/30/13 necessary, drilling, test pitting, boring and other similar activities. Such right shall also include the right to construct, operate, maintain or undertake any other response or corrective action as required or necessary, including, but not limited to monitoring wells, pumping wells, treatment facilities, and the installation of associated utilities. In exercising these rights of access, except in case of imminent and substantial endangerment to human health or the environment, the GRANTOR ('the Government") (1) shall give the GRANTEE ("CITY") reasonable notice of any action to be taken related to such remedial or corrective actions on the Property, and (2) make reasonable efforts to minimize interference with the on -going use of the Property. Furthermore, the GRANTOR ( "the Government') and GRANTEE ("CITY") agree to cooperate in good faith to minimize any conflict between the necessary environmental investigation and remediation activities and the GRANTEE's ("CITY") use of the Property. Any inspection, survey, investigation or other response, corrective or remedial action undertaken by GRANTOR ("the Government') will, to the maximum extent practical, be coordinated with representatives designated by the GRANTEE ( "CITY'). In connection with GRANTOR'S ( "the Government") remedial actions described above, GRANTEE ("CITY") agrees on behalf of itself its successors and assigns, as a covenant running with the land, to comply with the provisions of any health or safety plan in effect during the course of any such action. 2.7 Environmental Restriction. 2.7.1 The following environmental covenants, conditions, and restrictions (hereinafter "environmental restrictions') regarding the use of the Property have been determined by the GRANTOR ( "the Government') to be reasonably necessary to protect present or future human health or safety or the environment as provided by CERCLA and California Civil Code Section 1471. The environmental restrictions made and accepted herein by GRANTEE ("CITY") shall be for the benefit of and enforceable by the GRANTOR ( "the Government') herein as provided under Civil Code Section 1471 and applicable Federal statutes and regulations, shall run with the land, and shall be binding on the GRANTEE ( "CITY') its successors and assigns. GRANTOR ( "the Government') has installed monitoring and pumping wells, together with associated monitoring and other equipment on the Property. The approximate location of those wells and associated equipment is shown on Exhibit "C." GRANTEE ( "CITY), its successors and assigns, shall not alter, disturb or remove said wells or equipment without the prior written approval of GRANTOR ( "the Government'), United States Environmental Protection Agency, California Department of Toxic Substance Control, and Regional Water Quality Board, Santa Ana Region (collectively "Cognizant Regulatory Agencies'). 2.7.2 These environmental restrictions may be released at such time as the GRANTOR ( "the Government') and the Cognizant Regulatory Agencies have determined that the restricted Property is protective of present or future human health or safety of the environment for the use that was formerly prohibited Upon receipt of such written confirmation, the GRANTOR ( "the Government') shall deliver to the GRANTEE ( "CITY') in recordable form, a release (the "Release') relating specifically to the 5764- 44062 \RID40311 116332.10 4/30/13 environmental use restrictions set forth in this deed. The execution of the Release by the GRANTOR ( "the Government') shall remove all notices and restrictions relating to the remedy addressed by the restrictions from the title to the Property. 2.8 Indemnification Regarding Transferees. The GRANTOR ( "the Government') hereby recognizes its obligations under Section 330 of the National Defense Authorization Act of 1993 (Pub. L. 102 -484), as amended, regarding indemnification of transferees of closing Department of Defense property. 2.9 Non - Discrimination. GRANTEE ( "CITY') covenants for itself its successors and assigns, that it will comply with all applicable provisions of the Civil Rights Act of 1964, section 504 of the Rehabilitation Act of 1973, and the Age Discrimination in Employment Act of 1975 in the use, occupancy, sale or lease of the Property. The foregoing shall not be construed to prohibit the operation of federal or state approved programs focusing on the special needs of the homeless, veterans, victims of domestic violence and other classes of persons at risk; nor shall it be construed to prohibit employment practices not otherwise prohibited by law. The GRANTOR ( "the Government') shall be deemed a beneficiary of this covenant without regard to whether it remains the owner of any land or interest therein in the locality of the Property hereby conveyed and shall have the sole right to enforce this covenant in any court of competent jurisdiction. 3. NO HAZARD TO AIR NAVIGATION: GRANTEE ( "CITY') covenants for itself its successors and assigns, that in connection with any construction or alteration on the Property, it will obtain a determination of no hazard to air navigation from the Federal Aviation Administration in accordance with Title 14, Code of Federal Regulations, part 77, entitled "Objects Affecting Navigable Airspace," or under the authority of the Federal Aviation Act of 1958, as amended. 4. THE CONDITIONS, RESTRICTIONS, RESERVATIONS, AND COVENANTS set forth herein are a binding servitude on the Property, shall inure to the benefit of GRANTOR ( "the Government') and GRANTEE ( "CITY) and their respective successors and assigns, and will be deemed to run with the land in perpetuity, pursuant to California Civil Code sections 1462 and 1471 and other applicable authority. The responsibilities and obligations placed upon the land by the Government shall run with the land and be binding on all subsequent owners of the City Exchange Property unless or until such responsibilities and obligations are released pursuant to the provisions set forth in the Government Deed. CITY and its successors and assigns, respectively, shall not be liable for any breach of such responsibilities and obligations with regard to the City Exchange Property arising from any matters or events occurring after transfer of ownership of the City Exchange Property by CITY or its successors and assigns, respectively; provided, however, that each such party shall, notwithstanding such transfer, remain liable for any breach of such responsibilities and obligations to the extent caused by the fault or negligence of such party. 5764- 44062Vt1 D403 \1116332.10 4/30/3 2.7 "As is, Where Is, With All Faults ". SOCCCD acknowledges that it has examined the City Exchange Property and is acquiring the City Exchange Property from the CITY in an "AS IS, WHERE IS, WITH ALL FAULTS" condition, in its present state and condition and with all faults, which provisions shall survive the close of escrow related to this transaction and do not merge with this Deed. 3. COVENANTS RUNNING WITH THE LAND. The terms of this Deed, are hereby agreed and declared by SOCCCD and CITY and declared to be covenants running with the land and enforceable as restrictions and equitable servitudes against the City Exchange Property, and are hereby declared to be and shall be binding upon the City Exchange Property and SOCCCD and the successors and assigns of SOCCCD owning all or any portion of the City Exchange Property. 4. NOTICES: All notices, consents, demands, requests and other communications a party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first -class mail to the address set for below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty -eight (48) hours from the time of mailing if mailed as provided in this Section: If to CITY: With a copy to: If to SOCCCD: With a copy to: City of Tustin 300 Centennial Way Tustin, California 92780 Attn: City Manager George R. Schlossberg, Esq. Kutak Rock LLP 1101 Connecticut Avenue, N.W., Suite 1000 Washington, DC 20036 Vice Chancellor, Business Services South Orange County Community College District 8000 Marguerite Parkway Mission Viejo, CA 92692 Andrew P. Bernstein, Esq. Jackson DeMarco Tidus & Peckenpaugh 2030 Main Street, 12th Floor Irvine, California 92614 [Signature Page Follows] 5764 - 44062 1121D403 \t 116332.10 4/30/13 IN WITNESS WHEREOF, CITY has caused its name to be signed to this Quitclaim Deed on the day first above written. CITY OF TUSTIN By: Name: Jeffrey C. Parker Title: City Manager Date: Attest: Name: City Clerk Approved as to Form: Name: , Esq. City Attorney ACKNOWLEDGEMENT OF SOCCCD'S COVENANTS TO INDICATE ACCEPTANCE of its covenants and agreements contained in this Quitclaim Deed and receipt of the documents described herein, SOCCCD has executed this document on the date written below. SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT By: Name: Gary L. Poertner Title: Chancellor Date: 5764- 44062112JD403 \1116332.10 4/30/13 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 whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his /her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person 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: STATE OF CALIFORNIA COUNTY OF On , , before me, (SEAL) (here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person 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) 5764.44062 \RJ13403 \1116332.10 4/30/13 EXHIBIT A Legal Description of City Exchange Property (attached) To Quitclaim Deed and Environmental Restriction Pursuant to Civil Code Section 1471 [Areas 2 & 61 5764 -44062 \R1D403 \1116332.10 4/30/13 1Bkf :%; war'. wRVLYc ;%.P :ke.:(5 LEGAL. DESCRIPTION OF ARICA NO. 2 Tom in. CA Portion of APN: 430- 283 -1S April 19, 2013 IIKE No. 2(1122004 -13 Page 1 of? Herd properly situated in the City of fosl in, Comity of C)ranite. State 01 '1 l:Am ia. rie+reibed as funnies; Being a portion of PARC'I',l. I -13 -I and PARCEL 1 -11e 2 as said parcels are deaeribed in that certain document entitled "QUITCLAIM DEED E AND ENVIRON:IENTAI. R Est liICfION PURSUANT TO CIVIL CODE. SECTION 147r hied fdr record on May 14, 2002 in Dec. Nn 21)020404595, Records of Or:urvu County. more particularly described a> Ibllows; ('O31tvlliNCINCi al r,temost nnnherly corner orsaid PAICCliI_ 0.35 °•'_, 'I hence Attu; ilia twill's.....-steely line of said l'AlteLI. I -E-2, Smolt 111'31'31r N`cst 314.26 feet to the TRUE ItiIN 1 LW ilE(IINNING; I holes leacinit sate i'ithw stcrly line or said PARC El. l -E.2, b.cretil 8413 ?'4S' Cdu 37,14 feet: f hence Smith 4') ?2'!I" peel. ,'.11.511 ;.;.;t: .fhcoce SImilt 511'48'31" But, 3551.1? red to thes;'olhatitvr :.), line ol'I'ARC'lil. I d •2.1• as slid )Ares., is describ:d in that ecdain IAT I..INE ADJUS1TILN I' NO, 1.I.A 03 -01, lilelt for ieeord on April 15, 2003 I)no rwent No 200300(1113t45 5, a)nar;C Cr.11tty Itccnrsli: 'I hence ,tlmw Issr c :id southea lcrly line the foll.lx Mg three (i) courses I. Soult110''39'15" West, I87.S t feet: 2. North 1S°±6117" West. 230.•16 fcc ; 1. :iouill 1(1`39'15" feel. :, :26.35 t'cl; fltcn,,•e lcavire said soothemlerly fine, N601119°213'15" Rrerd, :60.03 feel to said northwesterly lineal said I':1RCIII, I- lie'_; Then :c along l.:4 said northwesterly line ;be Inllnv :iog three (3) courses: I. North 4097 *19- Pao, 37'32 feat; 2. North 19'22'11" West, 5111) feet: 1, North East. 2:X.42. feel to the 'I RUE I'Cllld EOE Illi(i1NNIN(.i. Pam: I of 2 ( 'oat ati :act of or 5.987 avivii 1111.11c or a pi:ri ion lir A ,..SCW01:4 la/td Nil Itlhei As slims 1" ail:whet] herein and made u [m liertrif, BM' 1.1): Davis .1 6.1:68 icrose 09-311-2014 Date: 4— 4,0'3 I.. Nta 1'2 IY All 1'1.314 Sv.:1•0`..a. I IWEY 11AIN 1.6 N Page 2 of 2 WILL u 1-- L 0 iJ f l 4 0'37':57" r _376.02' 11 90:3'39" T.P.•J.D. , S 10'37'35' V! 200.42' . J 344.26' .1, '-.'•I •75'22'21" 5.00' /� 54'32'4& i 37.19'/ CITY OF TUSTIN APN: 430- 283-18 LAND EXCHANGE AREA NO. 2 260,773 sq.tt.± 5.987 acresi (IOC. NO. 20020404595 4Cr!,,115" 'R •26.3 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN:430- 283 -16 LEG €r'r, P.O.C. ;•01■T Or COMMENCEMENT T.P.O a. TRUE PCUIT OF EECNNg4C i;:\70.1.112 \I72011-3.1.S PLA1 1 AND 7W,.P 2.I111T: • A.1'+. A PARCEL 1 -E -2 'DAVIS T PARCEL 1 -E -1 S 4130'15i• W 187,58' I'.O. % SOUTHEASTERLY LIIIE or x • Lot LINO ADJUSTMENT 03 -UI >e c _�: . t40. 2003000418455 PLA 1 10 ACCOMPANY LEGAL 1)E5CRIPTION ru tae IFaeTVOeu 'Pusan 1300 .SOUTH MAIN SIREEI SUITE 920 ORV {CE, CA P.23:56 714-415-U;)00 719 - 415 -0399 (FAX) Subject 'SCHEDULE I LANG; EXCHANGE AREA 7," - - -- Job No 201220°6.1i oy I)l _._._. Dote 4/19/13 Cllkd.jVS SHEET - 1 OF 1 with" LEGAL DENLRIPTffN you AREA NO. h Tustin, CA Portion of AI'N: 4311.281.19 April 19, 2011 RKE Nn. 2.01220116 -13 Pug: I Or I Real prolrcrly siurated ID the City of Tustin, County ur ( )ranee, Slate ol'U Silirrnhi, described Its hallows: Hein;' a portion of !'ARCkl. I -E- :ua1 I'ARCIJ, I -1 -2 as said parcels are Jeselilted in dun ecrtais; Jocuinoul entitled "QL)ITCI Alh4 llfiliD E AND EN 1'1R1)N31EN'I'AI. RESTRICTION PURSUANT T ) C'IVII CODE SNC'PIO■ 1171" tiled for record on May 14, 2002 in Doe. Mo. 200204(14505. Recruits ur C)lant'.e County. more lnrticIIIarly descrihed as I'olktu s: Co\1bICN'C1 Nri al d:e'lisps: not cherry comer ors t tl I';1RCIi 1. I -l:•? 'I hence along the nartheatuotly lint of said PARC1 ?I. I -F -2 and :aid I'ARCNI. 1 41-1. South 49'0(100" lia:.l 199 02 reel in soulheasledy line of I -E-11, Its said puree) is drsaih :din 11101 certain I Ur l.INf: Al),IliST1.1P.N r NO 1_I.A 022.01, tiled rot Ic wjd nn April l5, 300)? in Document Nu. 2(01301)0413435, Or.m ze Cnnmy I:ea;(Js; 111ence N. ;vim, :014 atuthe;, awns. lint :mot along sniti ::rut tcu iialr line, St nut ' :1'.:79:.. We-n.213.55 tax; 'I hems: Ic' :n'ing Lisa said lino ;North . 0'4;. °31" we;tt. 3810.01! fro: ..l l;ui , North 40'2221“ Wcsl. 212.2') feet: Thence North 03945'113:' West, a %.f4 feel to the unrdorts ref ty line a slid PAkept.. Thence along said u.vihn'cskrly line, Nt' ih 40`37'39" East, 19748 leer to 1ha 1'131N For it E'(1;NNIN(i. Contain an aril or 171.443 syoare ket ur 3.1113 acres' me or Tess. 1 1 e i 1 1 4 a }nation ur Asses:tarrs Parcel Number 430- -2S3- I S . As shoot. on °lahrdldc 1" :dlnehed hereto and ntaic n part hcreuf. For: HGF Mutineer:, Ilya Davis Thresh, i'. l.S. Nu, 610,3 license expires: 00.30.21)11 I ):tie: 4 - rq-- zd t3 IS "Su act I:Ob I t AG 1'I :n. :14,.v; Wag:- 111 \t 1.11.t'.I111,%1 i'I MCI) l''.Sk ilANtil',: :Ire I'n,to I of CITY OF TUSTIN APN: 430 - 283 -18 00C. NO. 20020404595 PARCEL 1 -E -2 LEGEND P.O.B. POINT OF BEGINNING PARCEL 1 -E•1 N iv U, RIM Gal 6dMIF;7"a M 40137'39" E 197.08' 03'45'03" N' SFt.Oi LANG) EXCHANGE AREA NO. 6 131,443 sq. lit 3.018 acres S 4039'15- W 213.551 I SG11 !EWASIEHI. Y L'.NE OF 1- E -2.1i/ LOT LINE ADJUSTVENT 03 -01 PLC. NO. 200.5000418455 \:;4812 \12 ?U0■; -13 FLATS \ft. o :iMN' (i,uY:r Itl p SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 283 -16 ar PLAT 'EC ACCOMPANY LEGAL DESCRIPTION �BECF E Mita: 1 UMW ?mum 000 SOUTH MAIN S[HCV SUITE 920 ()RANGE, CA 42008 714-415-0500 714 -415 -0599 (FAX) Subject _SD HCOIJLE LAND EY.CDAN>E AREA ti Job No 20124066 -13 By R1 Dote 4/19/13 Cl kd.WS SIIcE7 _._. 1 OF I..._.__._ EXHIBIT X -2 City ROW Deed 5764 -- 44062 \AP13360 AGRMTI 136768,6 5 /1/13 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City Manager The City of Tustin 300 Centennial Way Tustin, California 92780 Mail copy of Quitclaim Deed and Tax Statements to: Vice Chancellor, Business Services South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, California 92692 -3635 Exempt from Recording Fees Per Government Code Section 6103 Space Above This Line Reserved for Recorder's Use QUITCLAIM DEED AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471 (City - SOCCCD Land Exchange Agreement / City ROW) THIS DEED is made this day of 20_, by the CITY OF TUSTIN, CALIFORNIA, the recognized local redevelopment authority for Marine Corps Air Station Tustin ( "CITY "), in favor of the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ( "SOCCCD "). RECITALS: WHEREAS A. CITY requested from the United States of America (hereinafter the "Government ") conveyance of a portion of the former Marine Corps Air Station Tustin, ( "MCAS Tustin ") which was closed pursuant to and in accordance with the Defense Base Closure and Realignment Act of 1990, as amended (Pub. L No. 101 -510; "Base Closure Act ") and which is no longer required for military purposes; B. The Government and CITY entered into that certain Agreement between the United States of America and the City of Tustin, California, for the Conveyance of a Portion of the Former Marine Corps Air Station Tustin, dated May 13, 2002 as amended by "Modification One (1)" dated April 10 2006, "Modification Two (2)" dated July 31, 2006 and "Modification Three (3)" dated December 19, 2011 (as so 5764- 44062\R.0403 \1 141328.4 4/30/13 amended and modified, the "Navy -City Conveyance Agreement ") which sets forth the terms and conditions of the conveyance of portions of MCAS Tustin from the Government to CITY; C. Pursuant to California Civil Code § 1471 and a Finding of Suitability to Transfer ( "FOST "), the Government determined that it is reasonably necessary to impose certain restrictions on the use of the City Property to protect present and future human health or safety or the environment as a result of the presence of hazardous materials on portions of the City Property described hereinafter with particularity; D. CITY and SOCCCD entered into that certain Agreement between the City of Tustin and the South Orange County Community College District for the Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus, dated April 22, 2004, (the "City - SOCCCD Conveyance Agreement ") setting forth the terms and conditions of the conveyance of a portion of the City Property from CITY to SOCCCD; E. Subsequently, CITY and SOCCCD entered into that certain Development Agreement and Amended and Restated Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus dated 20 ', and recorded in the Official Records of the County Recorder of Orange County, California, on , 20 " as Instrument No. (the "Development Agreement "), which, among other things, amends and restates the City - SOCCCD Conveyance Agreement in its entirety; F. Pursuant to the Navy -City Conveyance Agreement, the Government conveyed certain real property at the Marine Corps Air Station, Tustin ( "City Property") to CITY; G. In accordance with the City - SOCCCD Conveyance Agreement, CITY conveyed a portion of the City Property (the "SOCCCD Property") to SOCCCD; and I-I. CITY and SOCCCD have entered into that certain Agreement for the Exchange of Real Property dated , 20 (the "Land Exchange Agreement "), pursuant to which CITY has agreed to convey to SOCCCD certain portions of the City Property in exchange for the conveyance by SOCCCD to CITY of certain portions of the SOCCCD Property. NOW THEREFORE, CITY, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby remise, release and forever quitclaim to SOCCCD, all of CITY's right, title and interest in and to that certain real property, comprising approximately One and 275/1000ths (1.275) acres, more or less (hereinafter "City Exchange Property"), as more particularly described in Exhibit "A." 5764- 14062 \1211D403 \1141328.4 4/30/13 TOGETHER WITH all improvements on the City Exchange Property. 1. EXCEPTING THEREOUT AND THEREFROM, however, and reserving to CITY its successors and assigns, together with the right to grant and transfer all or a portion of the same, the following: 1.1 Any and all oil, oil rights, minerals, mineral rights, natural gas rights and other hydrocarbons by whatsoever name known, geothermal steam and all products derived from any of the foregoing, that may be within or under the City Exchange Property together with the perpetual right of drilling, mining, exploring for and storing in and removing the same from the City Exchange Property or any other land, including the right to whipstock or directionally drill and mine from lands other than the City Exchange Property, oil or gas wells, tunnels and shafts into, through or across the subsurface of the City Exchange Property and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip, maintain, repair, deepen and operate any such well or mines; but without, however, the right to drill, mine, store, explore or operate through the surface of the City Exchange Property. 1.2 Any and all water, water rights or interests therein appurtenant or relating to the City Exchange Property or owned or used by CITY in connection with or with respect to the City Exchange Property (no matter how acquired by CITY), whether such water rights shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated, statutory or contractual, together with the perpetual right and power to explore, drill, redrill and remove the same from or in the City Exchange Property, to store the same beneath the surface of the City Exchange Property and to divert or otherwise utilize such water, rights or interests on any other property owned or leased by CITY; but without, however, any right to enter upon or use the surface of the City Exchange Property in the exercise of such rights. 1.3 A permanent non - exclusive easement in gross on, over, under or across the SOCCCD Property within ten (10) feet from all property lines bordering on and parallel to any public street or future public street as identified on the MCAS Tustin Specific Plan/Reuse Plan adopted February 3, 2003, as subsequently amended (as amended, the "MCAS Tustin Specific Plan/Reuse Plan ") for the construction, installation, emplacement, operation and maintenance of the any new utility systems, without unreasonably interfering with SOCCCD's reasonable use and enjoyment thereof. 2. SUBJECT TO THE FOLLOWING NOTICES, COVENANTS, RESTRICTIONS, AND CONDITIONS, which shall run with the land and be binding upon and enforceable as equitable servitudes against SOCCCD, its successors and assigns for such period of time as the Development Agreement prescribes: 5764- 44062 \R10403 \1141328.4 4!30113 2.1 Conditions: 2.1.1 Uses. The City Exchange Property shall be planned, developed, maintained and used solely for the purposes prescribed in the Development Agreement. 2.1.2 Effective Standards. The City Exchange Property shall be planned, developed and maintained in accordance with the Effective Standards as defined in the Development Agreement. 2.1.3 Major Improvements. SOCCCD shall not construct or make or permit the construction or making of any "Major Improvements" (as defined in the Development Agreement) on the City Exchange Property without complying with the provisions of the Development Agreement concerning CITY'S rights (a) to grant or deny "Development Approvals" and (b) to undertake courtesy review of the "DSA Plans" (as both such terms are defined in the Development Agreement). 2.2 Restrictions on Transfers: 2.2.1 Permitted Transfers. SOCCCD shall not effect, or agree to effect, any transfer, sale, assignment, gift or other conveyance of all or any portion of the City Exchange Property or any improvements thereon or any interest therein, whether voluntarily, involuntarily or by operation of law or otherwise except as provided in the Development Agreement. 2.2.2 Remedies For Improper Transfers. In the event of a Transfer in violation of this Section 2.2 CITY shall have all remedies available to it as provided in the Development Agreement, including the right to exercise the Right of Reverter contained in Article 13 of the Development Agreement. 2.2.3 Termination of Restrictions. The provisions of this Section 2.2 shall expire and be of no further force or effect on April 29, 2034 (the "Termination Date "). 2.3 Covenants: The Development Agreement includes certain additional covenants by SOCCCD in favor of CITY. SOCCCD, by acceptance hereof, reaffirms its obligation to comply with such covenants, including, but not limited to, the following: Section 7 concerning City regulation, Section 12 concerning unauthorized transfers, the Release contained in Section 16.3.3, Section 11 concerning non - discrimination and maintenance of the City Exchange Property, and Section 21.14 concerning estoppel certificates. 2.4 Enforcement of Covenants, Conditions, and Restrictions: SOCCCD, its successors and assigns, shall reimburse CITY for all damages, claims, or liability whatsoever that CITY sustains as a result of a breach by SOCCCD of any of the conditions or any other terms and covenants of this Deed, including all costs and expense (including reasonable attorney's fees and court costs) related to, or arising from CITY's enforcement or restraint of a breach by SOCCCD of any of the conditions or any other terms and covenants of this Deed. 5764- 44062\12JD403 \1141328.4 4/30/13 2.5 Encumbrances. SOCCCD agrees to accept conveyance of the City Exchange Property subject to all covenants, conditions, restrictions, easements, rights -of- way, reservations, rights, agreements, and encumbrances of record. 2.6 Government Deed. The quitclaim deed from the Government conveying the City Property to CITY (the "Government Deed ") was recorded prior to the recordation of this Deed. In its transfer of the City Property to CITY, the Government identified certain building(s) or portions of building(s) as being located on the City Exchange Property. CITY has no knowledge regarding the accuracy of such information. Additionally, in its transfer of the City Property to CITY, the Government identified certain building(s) or portions of building(s) as having, presumed to have, or requiring surveys for, friable and non - friable asbestos containing materials and lead based paint, and the presence of certain contaminants and hazardous materials. CITY has no knowledge regarding the accuracy of such information, and CITY makes no warranties regarding the condition of the building(s) on the City Exchange Property. CITY makes no warranties regarding the environmental conditions on the City Exchange Property; CITY has no knowledge regarding the accuracy or adequacy of the Government's remediation of the City Property as provided in the deed conveying the City Property to CITY, and CITY has taken no steps to abate any such conditions. The italicized information below is copied verbatim (except as discussed below) from the Government Deed conveying the City Property to CITY. To the extent applicable to the City Exchange Property conveyed hereunder, by acceptance of this Deed SOCCCD hereby acknowledges and assumes all responsibilities placed upon CITY, under the terms of the aforesaid Government Deed to CITY. Within the italicized information only, the term "GRANTOR" shall mean the Government, and the term "GRANTEE" shall mean CITY; to avoid confusion, the words "Government" have been added in parenthesis after the word "GRANTOR ", and "CITY" has been added in parenthesis after the word "GRANTEE ". 2.2 A FOST has been completed and an Environmental Baseline Survey ( "EBS') report is referenced in the POST. The FOST and EBS reference environmental conditions on the Property and on other property not subject to this Deed. GRANTEE ( "CITY') acknowledges that it has received copies of the EBS and the POST and that all documents referenced therein have been made available to GRANTEE ("CITY") for, inspection and copying. 2.3 Except as otherwise provided herein, or as otherwise provided by law, the GRANTEE ( "CITY) acknowledges that it has inspected, is aware of and accepts the condition and state of repair of the Property, and that the Property is conveyed "as is and "where is" without any representation, promise, agreement, or warranty on the part of the GRANTOR ( "the Government') regarding such condition and state of repair, or regarding the making of any alterations, improvements, repairs or additions. Except for the environmental remediation which may be required to be undertaken by GRANTOR ( "the Government') pursuant to paragraph. 2.6 below, the GRANTEE ( "CITY') further 5764- 440621R1D403 \1141328.4 4/30/13 acknowledges that the GRANTOR ( "the Government') shall not be liable for any latent or patent defects in the Property except to the extent required by applicable law. 2.4 Asbestos Containing Material 2.4.] GRANTEE ( "CITY') is hereby informed and does hereby acknowledge that hazardous materials in' the form of asbestos or asbestos- containing materials ("ACM') have been found and are otherwise presumed to exist in Buildings /Structures ...213 on the Property. The EBS and FOST disclose the presence of known asbestos or ACM hazards in such buildings and structures on the Property. 2.4.2 GRANTEE ( "CITY') covenants, on behalf of itself its successors and assigns, as a covenant running with the land, that it will prohibit occupancy and use of buildings and structures, or portions thereof containing known asbestos or ACM hazards prior to abatement of such hazards, In connection with its use and occupancy of the Property, including, but not limited to, demolition of buildings and structures containing asbestos or ACM it will comply with all applicable federal, state and local laws relating to asbestos and ACM 2.4.3 ACM surveys have not been conducted for Buildings /Structures, ...538... on Parcel I -E -2 [Areas 2 and 6 on Exhibit Al GRANTEE ( "CITY') shall prohibit occupancy and use of those buildings and structures and portions thereof until ACM surveys have been conducted by GRANTEE ( "CITY') or its successors and assigns, and any necessary abatement required under applicable federal, state and local laws relating to asbestos and ACM has been completed by GRANTEE ( "CITY) or its successors and assigns. 2.4.4 The GRANTOR ( "the Government') shall provide a notice of release, in recordable form, to the GRANTEE ( "CITY') at such time as demolition of the buildings on the Property containing ACM has been completed and the appropriate government regulatory agency(s) have confirmed in writing to the GRANTEE ( "CITY') that ACM has been removed from the buildings and any necessary soil remediation has been conducted in accordance with all applicable federal, state, and local laws and regulations. This notice of release shall be deemed to remove all notices and restrictions relating to ACM from the Property. The GRANTOR ( "the Government') shall have no obligation under this subparagraph for the demolition of buildings or the removal of ACM or soil remediation related to such demolition or removal action. 2.5 Lead Based Paint (LBP). 2.5.1 The Property may include improvements that are presumed to contain LBP because they are thought to have been constructed prior to 1978. Buildings ...213... are restricted from residential use and children are not allowed to occupy the buildings. When these buildings are demolished, Grantee ( "CITY') or its successors and assigns, will be required to demolish the buildings in accordance with applicable laws and conduct post - demolition sampling and abatement of any soil -lead hazards related to the demolition prior to occupation of any newly constructed buildings. Lead from paint, 5764 -44062 \RJD403 \1141328.4 4/30/13 paint chips, and dust can pose health hazards if not managed properly. Pursuant to 40 CFR Section 745.113 the following notice is provided; "Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead -based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead - based paint hazards from risk assessments or inspections in the seller's possession and not( the buyer of any known lead -based paint hazards. A risk assessment or inspection for possible lead -based paint hazards is recommended prior to purchase." 2.5.2 The GRANTEE ( "CITY') hereby acknowledges the required disclosure of the presence of any known LBP and/or LBP hazards in target housing constructed prior to 1978 in accordance with the Residential Lead -Based Paint Hazard Reduction Act of 1992, 42 U.S.C. Section 4852d (Title X). The GRANTEE ( "CITY') acknowledges the receipt of available records and reports pertaining to LBP and/or LBP hazards and receipt of the Environmental Protection Agency (EPA) approved pamphlet "Protect Your Family from Lead in Your Home" (EPA 747 -K -94 -001). Furthermore, the GRANTEE ( "CITY') acknowledges that it has read and understood the EPA pamphlet. 2.5.3 The GRANTEE ( "CITY') covenants and agrees that, in any improvements on the Property defined as target housing by Title X and constructed prior to 1978, LBP hazards will be disclosed to potential occupants in accordance with Title X before use of such improvements as a residential dwelling (as defined in Title X). Further, the GRANTEE ( "CITY') covenants and agrees that LBP hazards in target housing will be abated in accordance with Title X before use and occupancy as a residential dwelling. "Target housing" means any housing constructed prior to 1978, except housing for the elderly or persons with disabilities (unless any child who is less than six [6] years of age resides, or is expected to reside, in such housing) or any zero - bedroom dwelling. 2.5.4 The GRANTEE ( "CITY') covenants and agrees that in its use and occupancy of the Property, it will comply with Title X and all applicable federal, state, and local laws relating to LBP. The GRANTEE ( "CITY') acknowledges that the GRANTOR ( "the Government') assumes no liability for damages for personal injury, illness, disability, or death to the GRANTEE ( "CITY'), or to any other person, including members of the general public, arising from or incident to the purchase, transportation, removal, handling, use, disposition, or other activity causing or leading to contact of any kind whatsoever with LBP on the Property, arising after the conveyance of the Property from the GRANTOR ( "the Government') to the GRANTEE ( "CITY'), whether the GRANTEE ( "CITY') has properly warned, or failed to properly warn, the persons injured. 2.5.5 The GRANTOR ("the Government') shall provide a notice of release, in recordable form, to the GRANTEE ( "CITY') at such time as demolition of the 5764- 44062 \RJ1)403 \1141328.4 4130/13 buildings on the Property containing LBP has been completed and the appropriate government regulatory agency(s) have confirmed in writing to the GRANTEE ("CITY") that LBP has been removed from the buildings and any necessary soil remediation has been conducted in accordance with all applicable federal, slate, and local laws and regulations. This Notice of Release shall be deemed to remove all notices and restrictions relating to LBP from the Property. The GRANTOR ("the Government') shall have no obligation under this subparagraph for the demolition of buildings or the removal of LBP or soil remediation related to such demolition or removal action. 2.6 Notices And Covenants. 2.6.1 Notices: Hazardous Substance Notification. Pursuant to 42 U.S.C. § 96200)(3)(A), and the provisions of 40 C.F.R. part 373, the GRANTOR ( "the Government') hereby gives notice that hazardous substances were stored for one year or more, released or disposed of on the Property. The information contained in this notice is required by regulations promulgated under Section 120(h) of the Comprehensive Environmental Response, Liability, and Compensation Act (CERCLA or "Superfumd "), 42 U.S. C. § 9620(h). The GRANTOR has made a complete search of its files and records concerning the Property. Based on that search, the type and quantity of such hazardous substances, the time at which such storage, release or disposal took place, to the extent such information is available, and a description of the remedial action taken, if any, is contained in Exhibit "B." 2.6.2 Grant of Covenant /CERCLA 42 U.S.C. Section 9620 00(3)(A)(ii)(1)1. The GRANTOR ( "the Government') covenants and warrants that all remedial action necessary to protect human health and the environment with respect to any hazardous substance remaining on the Property has been taken before the date of transfer. 2.63 Additional Remediation Obligation (CERCLA 42 U.S.C. Section 9620 (h)(3)(A)(ii)(11)J. The GRANTOR ( "the Government') covenants and warrants. that GRANTOR ( "the Government') shall conduct any additional remedial action found to be necessary after the date of transfer for any hazardous substance existing on the Property prior to the date of this Deed. This covenant shall not apply to the extent that the GRANTEE ( "CITY') caused or contributed to any release or threatened release of any hazardous substance, pollutant, or contaminant. 2.6.4 Access /CERCLA 42 U.S.C. Section 9620 (ii0(3)(A)(iij/. In connection with GRANTOR's ("the Government) covenant in 2.63 above and in connection with ongoing remediation on GRANTOR's ( "the Government') property adjacent to the Property, GRANTEE ( "CITY') agrees on behalf of itself its successors and assigns, as a covenant running with the land, that GRANTOR ( "the Government'), or its officers, agents, employees, contractors and subcontractors, shall have the right, upon reasonable notice to GRANTEE ("CITY"), to enter upon the Property in any case in which a response or corrective action is found to be necessary at such property after the date of this deed, or such access is necessary to carry out a response action or corrective action on adjoining property. Neither GRANTEE ( "CITY'), nor its successors 5764 -440621111D403 \1141328.4 4/30/13 and assigns, shall have any claim on account of such entries against the United States or any of its officers, agents, employees, contractors or subcontractors. The right to enter shall include the right to conduct tests, investigations and surveys, including where necessary, drilling, test pitting, boring and other similar activities. Such right shall also include the right to construct, operate, maintain or undertake any other response or corrective action as required or necessary, including, but not limited to monitoring wells, pumping wells, treatment facilities, and the installation of associated utilities. In exercising these rights of access, except in case of imminent and substantial endangerment to human health or the environment, the GRANTOR ( "the Government') (1) shall give the GRANTEE ("CITY') reasonable notice of any action to be taken related to such remedial or corrective actions on the Property, and (2) make reasonable efforts to minimize interference with the on -going use of the Property. Furthermore, the GRANTOR ( "the Government') and GRANTEE ( "CITY') agree to cooperate in good faith to minimize any conflict between the necessary environmental investigation and remediation activities and the GRANTEE's ( "CITY') use of the Property. Any inspection, survey, investigation or other response, corrective or remedial action undertaken by GRANTOR ( "the Government') will, to the maximum extent practical, be coordinated with representatives designated by the GRANTEE ("CITY'). In connection with GRANTOR 's ( "the Government') remedial actions described above, GRANTEE ( "CITY') agrees on behalf of itself its successors and assigns, as a covenant running with the land, to comply with the provisions of any health or safety plan in effect during the course of any such action. 2.7 Environmental Restriction. 2.7.1 The following environmental covenants, conditions, and restrictions (hereinafter "environmental restrictions') regarding the use of the Property have been determined by the GRANTOR ( "the Government") to be reasonably necessary to protect present or future human health or safety or the environment as provided by CERCLA and California Civil Code Section 1471. The environmental restrictions made and accepted herein by GRANTEE ( "CITY') shall be for the benefit of and enforceable by the GRANTOR ( "the Government') herein as provided under Civil Code Section 1471 and applicable Federal statutes and regulations, shall run with the land, and shall be binding on the GRANTEE ("CITY') its successors and assigns. GRANTOR ( "the Government') has installed monitoring and pumping wells, together with associated monitoring and other equipment on the Property. The approximate location of those wells and associated equipment is shown on Exhibit "C." GRANTEE ( "CITY') its successors and assigns, shall not alter, disturb or remove said wells or equipment without the prior written approval of GRANTOR ("the Government') United States Environmental Protection Agency, California Department of Toxic Substance Control, and Regional Water Quality Board, Santa Ana Region (collectively "Cognizant Regulatory Agencies"). 2.7.2 These environmental restrictions may be released at such time as the GRANTOR ( "the Government') and the Cognizant Regulatory Agencies have determined that the restricted Property is protective of present or future human health or 5764 - 4406201113403 \I 141328.4 4/30/13 safety of the environment for the use that was formerly prohibited Upon receipt of such written confirmation, the GRANTOR ( "the Government") shall deliver to the GRANTEE ( "CITY') in recordable form, a release (the "Release') relating specifically to the. environmental use restrictions set forth in this deed. The execution of the Release by the GRANTOR ( "the Government') shall remove all notices and restrictions relating to the remedy addressed by the restrictions from the title to the Property. 2.8 Indemnification Regarding Transferees. The GRANTOR ("the Government') hereby recognizes its obligations under Section 330 of the National Defense Authorization Act of 1993 (Pub. L. 102 -484), as amended, regarding indemnification of transferees of closing Department of Defense property. 2.9 Non- Discrimination. GRANTEE ( "CITY') covenants for itself its successors and assigns, that it will comply with all applicable provisions of the Civil Rights Act of 1964, section 504 of the Rehabilitation Act of 1973, and the Age Discrimination in Employment Act of /975 in the use, occupancy, sale or lease of the Property. The foregoing shall not be construed to prohibit the operation of federal or state approved programs focusing on the special needs of the homeless, veterans, victims of domestic violence and other classes of persons at risk; nor shall it be construed to prohibit employment practices not otherwise prohibited by law. The GRANTOR ("the Government') shall be deemed a beneficiary of this covenant without regard to whether it remains the owner of any land or interest therein in the locality of the Property hereby conveyed and shall have the sole right to enforce this covenant in any court of competent jurisdiction. 3. NO HAZARD TO AIR NAVIGATION: GRANTEE ( "CITY') covenants for itself its successors and assigns, that in connection with any construction or alteration on the Property, it will obtain a determination of no hazard to air navigation from the Federal Aviation Administration in accordance with Title 14, Code of Federal Regulations, part 77, entitled "Objects Affecting Navigable Airspace, " or under the authority of the Federal Aviation Act of 1958, as amended 4. THE CONDITIONS, RESTRICTIONS, RESERVATIONS, AND COVENANTS set forth herein are a binding servitude on the Property, shall inure to the benefit of GRANTOR ( "the Government') and GRANTEE ( "CITY') and their respective successors and assigns, and will be deemed to run with the land in perpetuity, pursuant to California Civil Code sections 1462 and 1471 and other applicable authority. The responsibilities and obligations placed upon the land by the Government shall run with the land and be binding on all subsequent owners of the City Exchange Property unless or until such responsibilities and obligations are released pursuant to the provisions set forth in the Government Deed. CITY and its successors and assigns, respectively, shall not be liable for any breach of such responsibilities and obligations with regard to the City Exchange Property arising from any matters or events occurring after transfer of ownership of the City Exchange Property by CITY or its successors and assigns, respectively; provided, however, that each such party shall, notwithstanding such 5764- 44062112.0403 \1141328.4 4/30/13 transfer, remain liable for any breach of such responsibilities and obligations to the extent caused by the fault or negligence of such party. 2.7 "As is, Where Is, With All Faults ". SOCCCD acknowledges that it has examined the City Exchange Property and is acquiring the City Exchange Property from the CITY in an "AS IS, WHERE IS, WITH ALL FAULTS" condition, in its present state and condition and with all faults, which provisions shall survive the close of escrow related to this transaction and do not merge with this Deed. 3. COVENANTS RUNNING WITH THE LAND. The terms of this Deed, are hereby agreed and declared by SOCCCD and CITY and declared to be covenants running with the land and enforceable as restrictions and equitable servitudes against the City Exchange Property, and are hereby declared to be and shall be binding upon the City Exchange Property and SOCCCD and the successors and assigns of SOCCCD owning all or any portion of the City Exchange Property. 4. NOTICES: All notices, consents, demands, requests and other communications a party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first -class mail to the address set for below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty -eight (48) hours from the time of mailing if mailed as provided in this Section: If to CITY: City of Tustin 300 Centennial Way Tustin, California 92780 Attn: City Manager With a copy (which shall not George R. Schlossberg, Esq. constitute notice) to: Kutak Rock LLP 1101 Connecticut Avenue, N.W., Suite 1000 Washington, DC 20036 If to SOCCCD: With a copy to: Vice Chancellor, Business Services South Orange County Community College District 8000 Marguerite Parkway Mission Viejo, CA 92692 Andrew P. Bernstein, Esq. Jackson DeMarco Tidus & Peckenpaugh 2030 Main Street, 12th Floor Irvine, California 92614 ]Signature Page Follows] 5764- 44062\123D403 \1141328.4 4/30/13 IN WITNESS WHEREOF, CITY has caused its name to be signed to this Deed on the day first above written. CITY OF TUSTIN By: Name: Jeffrey C. Parker Title: City Manager Date: Attest: Name: City Clerk Approved as to Form: Name: , Esq. City Attorney ACKNOWLEDGEMENT OF SOCCCD'S COVENANTS TO INDICATE ACCEPTANCE of its covenants and agreements contained in this Deed and receipt of the documents described herein, SOCCCD has executed this document on the date written below. SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT By: Name: Gary L. Poertner Title: Chancellor Date: 5764- 44062\R1D403\1 141328.4 4/30/13 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 whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person 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) 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 whose name is subscribed to the within instrument and acknowledged to me that he /she executed the same in his /her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person 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) 5 76444062 \RJ D403\ 1 141328.4 4/30/13 EXHIBIT A Legal Description of City Exchange Property (attached) To Quitclaim Deed and Environmental Restriction Pursuant to Civil Code Section 1471 [Area 3] 5764 - 44062 \R1D403 11141328.4 4/30/13 L. B k F ci.„.„„s StiVtItc`. ittss,:;!, Ll• :GAl, UI• :SCItlpUON.Oh' Akkt NO.3 Tustin, CA I'urtiva of APN: •l30- 28318 April 19. 2013 HKI' No. 20122005-13 Page I of 2 Reut property shoaled in the Lily of Tustin. County of Orange, Stale nrCaliforniu. describer) us follows; Hying a portion of PARCEL I .E• I and P'ARCE!. I •E•2 as said parecls are described it: that ccactin doauucni emitted "QUITCLAIMI DEED E AND ENVIRON\11:NfA1. Rl STRIC'IION Pl!R.SIJAVT TO CIVIL CODE SECTION 1411" fatal for ce❑trd ua May 1•I, 2002 in Mc. No. 20020404595, Records of change Comity, nun*: particularly descried as L+llnec,; COMMENCING at Ihu IIiuM nor1k1lycomer ofsaid PaltCl'1. ! -I 2, Tin:Nee along Ilrc norihtmsterly line of said 1S \RCI :I. 1 -I Saut13 :01'37'39'. West 197.68 103 n. the TRUE i'(IIPI'f OF 13EGIN.NINCi; l'h'arcc iaaving r:ait! n''rltevr..icay liar. Satnit (33"'.35'{)]" l :r.t. 3:4.0-11.22t; Thonco Snout, ,l': -,,, 21" l ie:'. '21._11..:'1 fed: 'fhcncr So;uh 5094S3 l'' I'aat ;56.41 leo 10 Ilie.uutli ;i crtc Sine. rt PARCEL 1- li•2.1, as sir:0 pr: eel is shown in !hat ccrinin LOT LINE ADJ( iSTM ENI' NO. 1. I.4 C3- 0i, llkrd fir recoul on April 15. ?003 in I',oc ur:int No, 2003000411455. I )Same County Redid;;; Thence along lost said sn :altcash'r!y lire, South d1i"S9'I5" \Ve!n, 02.113 freer ! hence Leaving Ia.t ;laid liar, North 50 °4S'' I" West, 355.12 f :c1; - 1'I :crcc North •0"2.','2 I" West, 214 So licl; 'I'I:cuee South S4"3 ?'43" V/'e51. 37.44 feet to s+ia r.nrll';w'sltrly Ink' pf :.id PARCH. I -1: - ?; Thence :t luny last said line, Nuril; 40'37'39" East. I'16.58 feet to the TRUE POINT OF f!EGINNINt . i 1.ntain illy an area of 55,51'I square feet or 1,2'15 acres mere or less, Ile irp. n NIP inn of Axsca:or's Parcel .NunthL r ,430-210- I R Ptigc I or2 111011111/11 '1NCiit/11111e 1" 111111 /111111 11111T14I 111111 111111141 a part Ile; cal. ITor IIICF I 3avia P.I No. ONES I imam.. explies: 0940-2014 4 -4, - zoiS KrSoi 11: Init14..11A5 I 1'1 rind S,t.1,11.414,11W6'161:11■1411kICIAN/11,././-11,1Srit; Maw. 2 of 2 (iPrl [E 4, iittI jg ! i : S 84'32'48' w - 37 44' CITY OF TUSTIN APN: 430 -283 -18 DOC. NO. 20020404595 LAND EXCHANGE AREA NO. 3 55,547 sq, ft.t„ 1.275 acres 1 PARCEL 1-E-2 ICI PI Ur n C, 4. 1� 'RCPOSEI) Ar.cq 2 PARCEL 1 -E -1 FP IJ' N 40'3730' C 1 16.59' SOU IHEAST:RLY LINE OF 1- E -2.1'" 1. Of LINE ADJUSTMENT 03 -01 00C. NO. 2003000418455 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-283-16 I > \S'1U12 \1::2D'(.LS PI. A II; LA' 1 sMAP : -WIC , rasp D_ P.O..0 5 40'17'39" W I97.Gi!' 03'45'03' C. .38.64' P)OF'OSEO AREA 6 LEGEND P.0 S. POINT OF COI41wENCEMEN1 LP.0.8. 'RUE POINT OF KC:INNING l S 41139'15" W 92.03' , _, --FROFOSED AREA 4 PLAT TO DAY • -T11 FE it �t e AGCOFtPANY LEGAL DESCRI'TION Euunu I IDuntta s IPlnm (500 SOUTiI M41I4 SI REV SURE 920 ORANGE, CA 92868 71.4- 415 -050) 11 4 -4 15 -0597 (FAX) Sub 11'ect SC!IEDUI.E LAW) EXCHANGE HANGE AREA J Job No. 20122006 -13 ©r-- -.._.. note &13/13 C,kII.W_y SHEET 1 OF ,h „ EXHIBIT Y City- SOCCCD Bill of Sale 5764- 440621APB3601AG R Mfl 1 136768.6 5/1/13 BILL OF SALE FROM CITY TO SOCCCD FOR FORMER MILITARY PERSONAL PROPERTY LOCATED AT THE FORMER MARINE CORPS AIR STATION, TUSTIN (Pursuant to City - SOCCCD Land Exchange Agreement) This Bill of Sale is made this day of , 2013 by and between the CITY OF TUSTIN ( "City "), a municipal corporation organized under the laws of the State of California, and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ( "SOCCCD "). RECITALS A. City requested from the United States of America (hereinafter the "Government") conveyance of a portion of the former Marine Corps Air Station Tustin, ( "MCAS Tustin ") which was closed pursuant to and in accordance with the Defense Base Closure and Realignment Act of 1990, as amended (Pub. L No. 101 -510; "Base Closure Act ") and which is no longer required for military purposes; B. The Government and City entered into that certain Agreement between the United States of America and the City of Tustin, California, for the Conveyance of a Portion of the Former Marine Corps Air Station Tustin, dated May 13, 2002 as amended by "Modification One (1)" dated April 10 2006, "Modification Two (2)" dated July 31, 2006 and "Modification Three (3)" dated December 19, 2011 (as so amended and modified, the "Navy -City Conveyance Agreement ") which sets forth the terms and conditions of the conveyance of portions of MCAS Tustin from the Government to City; C. City and SOCCCD entered into that certain Agreement between the City of Tustin and the South Orange County Community College District for the Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus, dated April 22, 2004, (the "City- SOCCCD Conveyance Agreement ") setting forth the terms and conditions of the conveyance of a portion of the City Property from City to SOCCCD; D. Pursuant to the Navy -City Conveyance Agreement, the Government conveyed by quitclaim deed ( "Government Deed ") certain real property at the Marine Corps Air Station, Tustin ( "City Property ") to City; E. In accordance with the City- SOCCCD Conveyance Agreement, City conveyed, a portion of the City Property (the "SOCCCD Property") to SOCCCD; F. Subsequently, City and SOCCCD entered into that certain Development Agreement and Amended and Restated Agreement between the City of Tustin and the South 5764 - 4406211116125.5 4/24/13 Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus dated , 2013, and recorded in the Official Records of the County Recorder of Orange County, California, on , 2013 as Instrument No. (the "Development Agreement "), which, among other things, amends and restates the City - SOCCCD Conveyance Agreement in its entirety; G. City and SOCCCD have entered into that certain Agreement for the Exchange of Real Property dated , 2013 (the "Land Exchange Agreement "), pursuant to which City has agreed to convey to SOCCCD by Quitclaim Deed (the "City- SOCCCD Quitclaim Deed ") certain portions of the City Property (the "City Exchange Property") in exchange for the conveyance by SOCCCD to City of certain portions of SOCCCD Property; and IT. Pursuant to the Land Exchange Agreement, City will also transfer to SOCCCD, under a bill of sale all tangible personal property owned by City and located on and used in connection with the City Exchange Property (the "Personal Property"). MUTUAL UNDERSTANDINGS NOW, THEREFORE, in consideration of the foregoing recitals and other consideration set forth herein, it is mutually agreed as follows: 1. Transfer. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City hereby grants, releases, quitclaims and transfers title and ownership of the Personal Property to SOCCCD. 2. Conditions. The transfer of the Personal Property hereby shall be subject to all of the conditions, covenants, restrictions and other terms of Section 3 of the City - SOCCCD Quitclaim Deed recorded in connection with the Land Exchange Agreement, all of which are incorporated herein as if set forth in full. 3. Former Military Property; No Warranty. The Personal Property sold under this Bill of Sale was acquired by City from the Navy by reason of the closure of the former Marine Corps Air Station, Tustin. SOCCCD hereby understands and acknowledges that City has no knowledge and makes no representations as to the Personal Property's fitness, adequacy or safety for any particular purpose. The Personal Property is delivered to SOCCCD "as is," "where is," and City makes no warranty of any kind, and particularly no warranty as to its usability generally or as to its fitness or safety for any particular purpose. 4. Indemnification. City shall not be responsible, and SOCCCD agrees that it shall be responsible for and at all times relieve, indemnify, protect, defend and hold harmless City and all of its officers, agents and employees from any and all claims and demands, actions, proceedings, losses, liens, costs and judgments of any kind and nature whatsoever, including expenses incurred in defending against legal actions, for death or injury to persons or damage to property and for civil fines and penalties arising or growing out of, or in any manner connected with, the ownership, use, operation, maintenance, storage, sale or lease by SOCCCD of any 5764 - 44062 \1116125.5 4/24/13 Personal Property transferred under this Bill of Sale except to the extent such death or injury to persons or damage to property is caused by the activities of City, its officers, agents and employees related to the use, operation, maintenance, storage, sale or lease of any such Personal Property. IN WITNESS WHEREOF, the parties hereto have, on the respective dates set forth below, duly executed this contract. CITY OF TUSTIN SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT By: By: Name: Jeffrey C. Parker Name: Gary L. Poertner Title: City Manager Title: Chancellor Date: Date. 5764- 44062 \1116125.5 4/24/13 EXHIBIT Z Nonforeign Transferor Declaration (City) 5764- 0 621APB 3601AGRM7l 1 13676 R.6 5/1/13 TRANSFEROR'S CERTIFICATION OF NON - FOREIGN STATUS Section 1445 of the Internal Revenue Code (the "Code ") provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the Property and not the disregarded entity. To inform the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ("Transferee "), the transferee of that certain real property described in Schedule "1" attached hereto and incorporated herein by this reference, that withholding of tax is not required upon the disposition of the above - referenced real property by the CITY OF TUSTIN, a municipal corporation ( "Transferor "), the undersigned hereby certifies the following on behalf of the Transferor: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); 2. Transferor's taxpayer identification number is: 3. Transferor is not a disregarded entity as defined in Section 1.1445- 2(b)(2)(iii) of the Income Tax Regulations; and 4. Transferor's address is: 300 Centennial Way, Tustin, California 92780. The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. The Transferor understands that the Transferee is relying on this Certification in determining whether withholding is required upon said transfer. 5764- 14062\AP13360 \1128210.2 424/13 Under penalty of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor. Dated: , 2013 "TRANSFEROR" CITY OF TUSTIN, a municipal corporation By: Name: Jeffrey C. Parker City Manager 2 5764- 44062\APB35011 128210.2 4/24/13 Schedule "1" to Nonforeign Transferor Declaration Legal Description of Property 'Areas 2 & 6l All that certain real property located in the City of Tustin, County of Orange, State of California, described as follows: (Attached hereto and made part hereof) 5764 - 4062\A P B360 \ 11 28210.2 4/24/13 :BKFs n'L w:, rs Su4:tvc;; Pj pas LEGAl: I)13SCRII'TION Of AREA NO, j Tustin, CA PO fl Ion oE'APN: 430 -VU -IS April 10. 21113 1114.1" No. 211122006 -13 Page. ; of ' Real properly situated in the City of Tustin. County of Orange, Slate or Ca dili +rn la. described is* Follows: Ticino a portion of PARC D. I -F -I and l'AILCp.I. 1-1L-2. as s,iiil parcels are described in that certain document entitled -QUITCLAIM VELD li AND ENVIRONMEN1Al. It[S'IRK liON PURSUANT TO (•I VIL cum S[C i'IUN 1471" filed for record on May 14, 1002 in We. Nn. 20020404595, Recut d-; nC Orange Comity.. more particularly de.saibed as lolloers; CO 4 lILNC7NG el tae n::as northerly corm u!'said PARCEL 1-1.S.2, 'fhcncu along the northwesterly' Elie td said PARCEI, 1-N-2, Somh 1:0'37'39-' West 341-21) fret In fhr TItLIL PONT Of, IILGINNIN( ; -I hrnn: loaein,: ;aid not ih:c;•stcrly lint ofsvd PARCEI. I -E -2. `,unit ti4'37'4S" lira 37.-14 leer: fln n s ' t : a I i 4'J' T:.1" I r d - ; , ? 1 1 5u ct: Thence Smolt 511'4■' U'' Fesi, 3SL12 feat II, the s:villea crly lint tsI'PAItCI.il. I d ?•3.1, as slid parcel is ,1rse:ihed in that cedain UYf LINE Pep ILiS'fhil_'N "I' NU. I.I.A 113 -41. filed for Neur(' or April 15. 20113 it I ), srun ienl Ni, 'lll).;Ij0' d l S4,i.5, Onii i ,,c ("ninny 'lecortta: 7 hence along last aid southeasterly pine the following three (3) coursci South .10`915" West, 187.561 firs; 2. North .1.9`56117" West, 330,46 Iix•l; South 10v3911 5" Wet;, 12035 t'ei 'I leaving said sonasen:lcrly;inc. Volts 49'20'45" West, 360.03 feet Its said norllotestexfy 1ia:c<,t. said I'Al(C1)1• Theme along fete( said northwesterly- line the Collesciug three (3) p:yr :s x: I. North -10‘37'.19" Fast, 370.12 1'c. :I; 2. 'tunh :70`22 '21" SC :;l. ti 01) tees; 1, North 10'37'39" Last. 2130.12. fees to the 'f 11.01.: I'ON I'Of: I11:(iINNI Page 1 oft Cow ninuty all area or 2611,773,4111;trc 1",:ct or 5.987 a‘aesillk*Ut; ill th'iog H Poition •ssest;Ill's Rucel Nalabei •1311-281-1 shosi-te Opi SC/1(911110 I" MI:II:lied herein a pall heft (IC For: H NE fly: _ lat311, Ni. (IRAS txpire:c 09-30-2014 rh,,„: 4- 1 q 1111 It I %11.17`.d.11W(i.MAIN.1 \ I N. Dal 1,,Ni Ii,.ip Page 2 )t CITY OF TUSTIN 40 3-e c9^ r 17512 ri INiI':IILIL. CITY OF TUSTIN APN: 430- 283 -18 T.R0.B. ti H 10r5751-E 200.42' 497 .ever Vi s. DO' t1 51'32'48" € 37.44. / LAND EXCHANGE AREA NC). 2 260,773 sq.11.t 5.987 acrest DOC, NO. 20020404595 4U'34''5' M' 42013' PARCEL 1 -E -2 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN:430-283-15 LECrIN i P.O.C. ftir IT or COMMENCEMENT T,P.08. MK F'GMT Ci EEG5NIIINC a�. n DAVIS 1 PARCEL 1 -E -1 S 41139'113' TV 187.5 S 10'37'39' 'N 344. "8' PA 71 S1UTNEASTER6 UNE or 1 -I -2.1 LOT LINE ADJUSTMENT 03 -U1 GAO 000. NO, 2(10.300.3418455 r' \DURr2VI./ .13-3.LT PLAISVL.AIIO Sw4P .c +wt: PLA1 TO ACCOMPANY I. EGA_ tJL5crIp110N Sub ject LANE.) EXCHANGE AREA 2 Job No. 4122006,13 4 f �._._._ Ode 4/1910 CMd.WS 6t.o:uasl noouwao SHEET „_ -- -_, 1 or I - �BkF 6011 SOIIOI I('i"4 SIREEI :CITE 920 OHATIGE, ('A 82855 714 - 415 -40500 714- 415 -8509 (FAX) Lico B k r Ii! .1?. LI•:1:A1, 11R5+/ RI11'ION Hilt AItEA NO.h 3LQin, CA I'orlinu of Al'N: 4711. 283.18 April 14.3011 l7K11 No. 20122000 -11 rape I of 1 Real property situated it the City of •I'trtio, County t110;411120, State nl"Calitirnia, described as h>Ilows: Being a poni an or PARCIi. I.11-I and PARCIi1. 1.11 -: as said parcels are described in that cumin dnewntint entitled "Qtirre!.AIM DEED G AND rNVIRONNINI•AI, RES•PRICTION ruRStrAN r TO CIVIC, Ct)I'1ti SI'.0 :110,N I47 t" tiled for record no May Id, ?0i12 in Doe. No. 2002044595, Records of Or:nit:c Omni y, noire particularly dcscrihod ax Follows: COMMENCING ;d Il,t r1:n;a northerly cumcr of said P1 KC741. I .C...2; '1 hence:done Ike Iu r:IIe 1st ;ii lint ul raid PARCEL i -t4.1 :nu? ::pill PAR.:IF: • I -F -I. South •i9`0G ]s'• rag, 51.5.9? rc:n to ioo0reastedy line of I- 1'.11, as said parcel is des-liked in Itiat eertain LO-{- f.LNI AA.IUS'rk11iN 1' NO. 1.1.A 6.7.11, filial let Ic,:onl on April 15, 300? in Docunto:I No 24030410:111:055. Orange(:`,niin Uecc,ds., 'i,ea -. I e. in <nia a �h ", =r! lit. :nil! :11011g ;; it,!hr,r 14 :d late, S. Iuh .•nil ^39 i %Sitar, 213,55 't hunee leaeiug lard said lint, Ninth x0"48'11" ilea- 3561161 li:el; _t1a:a;.• North = 14) °12'?.I'• Vol. P 212.29 kcl: Renee North 0 t" 15.03" Wc:n,1 .(,.7 rest ht dn• nord,tvoUCrly lilts of t:aitf I'AItC11.1. I -I; 2' fkeiiec along said nerd:wwc ;lerly line ,North 11/'17'391` Iiust, 197.14: fool to the POINT t.11` FItftiINN IN( i. Contain ii ti an area or 131,413 square fret or 3.111 S acres more or less. 13:in:g0 Portico ol'Asse¢:or•s panel Nuother130-283 -IS As.iloan uu' :Sdt(dule I "attached Ittieto and made a part lioreuf. For; 131 :F tinpincers uy I):tvis Thresh, P. L.5. No. (ISO 1. iccnsn e'xpire>: 09.30-2014 U:ue: 4- c9 --zot3 r "rr5 �fsr :t :; 1:: Sml ).i1., :r. * It Al; I.1:04 5..p 1.1,n :6uL.alAINd. rr,.0 S`I Arr 1-XC111`111'r, ,loo I'ueat 1 of 1 IRED ELL lice ME N 40.7'39" E 11)7.(18. CITY OF TUSTIN if Ig DOC. NO. 20020404595 Tr r, APN: 430- 283 -18 PARCEL 1 -E -2 LE;CND P.O.P. POINT OF BEGINNING ,K,` i 43145.03" W • 3.1. !,'i PARCEL 1 -E -1 M — LJ in J LANG) EXCHANGE, AREA NO. 6 131,443 sq. tt.± 3.018 acres tri P.0.r1. / S 4013915" W 213.55' SOU IHPASIERI.Y L'HE OF 1- E -'•1/ LOT LINE ADJUSTVENT 03 -01 1110C. N0. 2C03000418455 12: U% -13 f LAr °_`I A' L :INN' 11,91611 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-283-16 PLAT TO ACCOMPANY LEGAL DESCRIPTION 000 SOLUH MAIN SMUT Subject SUM: 20 17�N_ EYCIIANGF AR[A ti ORANGE, CA 92T1GS dJob Nn. ZO122U6fi -13 7i4- - 415• -0500 By R1_�_ Dele 4 1. 1 Eaalnirtnn lrwaN 711 -115 -0590 (FAX) Y 9/t3 Chku.WS - SIFEET _.__ 1 OF t ...... EXHIBIT AA Interim Lease 3764-140621A113360 AG R Ml\ 1136768.6 3/1/13 r AIR AIR CO R•IA R ESTATE ASSOCIATION STANDARD INDUS RIA 1'.R M R IA LE TENANT LEASE -- NET (DO N •T US' FOR FOR 1 LTI- TENANT BUILDINGS) 1. Basic Provisions ( "Basic Prov 1.1 Parties: This Lease ("Lease°), dated for reference purposes only Is made by and between City of Tustin a California municipal corporation ("Lessor) and South Orange County Community College District, a California public agency ( "Lessee"), (collectively the "Parties," or individually a "Party "). 1.2 Premises: That certain real properly, including all Improvements therein or to be provided by Lessor under the terms of this Lease. and commonly known as ATEP located in the County of Orange , State of California and generallydescribed as (describe briefly the nature of the property and, if applicable, the "Project", if the property is located within a Project) Approximately 1 acre parcel (Area 9) improved with classroom buildings and an adjacent parking lot located on an approximate 2.98 acre parcel of real property (Area 7). Legal Descriptions-of Area 9 and Area 7 are attached as Exhibit A ( "Premises"). (See also Paragraph 2) 1.3 Term: 3 years and 0 months ( "Original Term ") commencing June , 2013 ("Commencement Date") and ending Juno , 2016 ,Lessee shall have the option to terminate this Lease on sixtyJ601 da prior notice to Lessor ( "Expiration Date "), (See also Paragraph 3) 1.4 Early Possession: If the Pre see mlabie see may have non- excl,sive possession of the Premises commencing N/A ( "Early Passes ton Date "). (See also Paragraphs 3,2 and 3.3) 1.5 Base Rent 31 .00 pe year Base Rent"), p"y"6L, on the first day of each the Or naL To- .. and o car.' succeeding arniversary date . (See also Paragraph 4) ❑ O this box is checked, there are provisions n this Lease fort e Base Rent to be adjusted. See Paragraph 1.6 Base Rent and Other Monies Paid Upon Execution: (a) Base Rent: $0.00 for the period (b) Security Deposit 50. 00 ( "Security Deposit "). (See also Paragraph 5) (c) Association Fees: $0. 00 for the period (d) Other. $0.00 for (e) Total Due Upon Execution of this Lease: 53.00 17 Agreed Use: Educational purposes . (See also Paragraph 6) 1.8 Insuring Party: Lesaar Lessee is the "Insuring Party" unless otherwise stated herein. (See also Paragraph 8) 1.9 Real Estate Brokers: (See also Paragraph 15) (a) Representation: The following real estate brokers (the "Broken ") and brokerage relationships exhlt in this transaction (check applicable boxes): ❑ None ❑ None ❑ None INITIALS (b) Payment to Brokers: Upon exetu0on an dative represents Lessor exclusively ("Lessors Broker"); rep, MS -Lessee exclusively ("Lessee's Broker'); or rep, sans both Lessor and Lessee ( "Dual Agency "). se by both Portia , Lessor shall pay to the Brokers for the brokerage INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 13.3110E services rendered by the Brokers the fee agreed to in the attached separate written agreement or if no such agreement is attached, the sum of or % of the total Base Rent payable for the Original Term, the sum of or Rent payable during any period of time that the Lessee occupies the Premises subsequent to the Original Term, and/or the sum of or % of the purchase price in th t that I ssee or an ne affil tedwith'Lessee trees from Lessor any rights to the Premises. 1.10 Guarantor. The obligations of es -r this l ea areo be guaranteed tyy Nona of the total Base ( "Guarantor"). (See also Paragraph 37) 1.11 Attachments. Attached h theta are h a[lrr' 'ng, al of wit h na i u e a part oft s Lease: o an Addendum consisting of Paragraphs ❑ a plot plan depicting the Premises; ❑ a current set of the Rules.and Regulations; ❑ a Work Letter, El other (specify): Legal Descriot ion of Premises 2. Premises. 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the mntai, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Promises may have been used In the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size he determined to be different Note: Lessee is advised to verify the actual size prior to executing this Lease. 2.2 Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date', and, so long as the required service contracts described In Paragraph 7.1(b) below are obtained by Lessee and In effect within thirty days following the Start Dale, warrants that the existing electrical, plumbing. Ore sprinkler, lighting, heating, ventilating and air conditioning systems ( "HVAC'), loading doors, sump pumps, if any, and all other such elements in the Premises, other than those constructed by lessee, shall be In good operating condition on said date, that the structural elements of the roof, bearing watts and foundation of any buildings on the Premises (the "Building") defined as toxic under applicable state or f elements should malfunction or fall within t as otherwise provided in this Lease, prom non-compliance, malfunction or failure, re at the Premises aid warranty exist shall Lessor Lessee setting not contain hazardous levels of any mold or fungi as of the Start Date, or it one of such systems or sole obligation with respect to such matter, except h with specificity the nature and extent of such penet h9 warranty periods »hall be as follows: O 6 months as to the HVAC systems, and 00 30 days as to the remain i • -tams a d oth: el- ments oft = Building. If Lessee) does not give Lessor the required notice within the appropriate warranty period, correction of any such noncompliance, malfunction or (allure shall be the obligation of Lessee at Lessee's sore cost and expense. 2.3 Compliance. Lessor warrants that to the best of its knowledge the Improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements ") that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar taws as a result of Lessee's use (see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee Is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee's Intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, testily the same at Lessors expense. If Lessee does not give Lessor written notice of a noncompliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cast and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises andier Building, the remedialion of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building ( "Capital Expenditure "), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragra 3(c) bet such Capl I Expe itures -ere regek ea result of the specific and unique use of the Premises by Lessee as compared with use by le nts n lien at. Les e shall r fully reeponsib for the cost thereof, provided, however that if such Capital Expenditure is required during the I st 2 yea o� this L ase a d tit cost thereof exceeds 6 months' ease Rent, Lessee may instead terminate INITIALS ©2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM STN-13-3/10E this Lease unless Lessor notifies Lessee, in willing, within 10 days alter receipt of Lessee's termination notice that Lessor has erected to pay the difference between the actual cost thereof and an amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days . thereafter. Such termination date shall, howayer, in =vent be ea 'r than - •a -- could legally utilize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure Is mandated seismic modifications), then Lessor shall p e remainder of the term of this Lease or any extenslo h: r- - , on th- •ate tha on which the Base Rt nt is due, an amount equal to 411441$ 10% of the portion of such costs reasonably attributab e to I Pre is . Le- ee - - = - _ , _ may prepay its obligation at any time. If, however, such Capital Expenditure Is requ during he la 2 ears of IN Lease or if Lessor reasonably determines that it is not economically feasible to pay Its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt at Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender Its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, - wilts- Interest from Rent until Lessor's share of such costs have been Nlly paid. If Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. • (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non - voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead, triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use andlor take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (I) complete such Capital Expenditure at its own expense- Lessee shall not, however, have any right to terminate this Lease. 2,4 Acknowledgements. Lessee acknowledges that: (a) It has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy Itself with respect to the size and condition of the Premises (Including but not limited to the electrical, NVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to he occupancy of the Premises (d) it Is not relying on any representation as to the size of the Premises made by Brokers or =sso , e) th squ {e footag • f the remises was not aerial to Lessee's decision to lease the Premises uh of eel • and unique use h Cap : •lilt :. nd'tassee s the Premises by Lessee (such as, governmentally only be obligated to pay, each month during the and pay the Rent stated herein, and (t) nei respect to said matters other than as set premises or warranties concerning Lessee' investigate the financial capability and/or s 26 Lessee as Prior Own upan0 Th e era have made a sec acknowledge ty to occupy the y oral or written representations or warranties with that: (I) Brokers have made no representations. mises, and (ii) it is Lessor's sale responsibility to Yra .noes mad sly Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary. corrective work. 3. Term. 3.1 3.2 Term. The Commencement Date. Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3 . Early Possession. Any provision herein granting Lessee Early Possession of the Premises Is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. My grant of Early Possession only conveys a non - exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession, All other terms of this Lease (including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shah be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.3 Delay In Possession. Lessor agrees to use Its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts. Lessor Is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay taus by a acts - - • fissions of esee. fpossessio red within 60 days after the Commencement Date, as the same may be extended undo the ter a o any r •rk Let xecut d be Parties, Les ee may, at Its option, by notice in writing within 10 days after the end of such 60 day period, ancel thi ease. whtc lit tit Parties shall be ischarged from all obligations hereunder. If such INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM STN- 13.3/10E written notice is not received by Lessor within said 10 delivered within 120 days after the Commencement Dale, In writing. 3.4 Lessee Compliance. or shall obligation to provide evidence of insuran a (Pa ra obligations under this Lease from and aft pending receipt of such evidence of insu the Start Date shall occur but Lessor may 4. Rent. day period, Lessee's right to cancel shall terminate. If possession of the Premises is not this Lease shall terminate unless other agreements are reached between Lessor and Lessee, required • dative possession of the -sea to Lessee until Lessee complies with Its Pend i g derive ry of such eviden , Lessee shall be required to perform all of its ding a •aym4nt of Rent notwit standing Lessor's election to withhold possession other nditions prior to or concurrent with the Start Date, onditions are sail Had. 4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ( "Rent"). 4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor In lawful money of the United States, without offset or deduction (except as speohcally permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor Is dishonored for any. reason, Lessee agrees to pay to Lesser the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs. 4.3 Association Fees. In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner's association or condominium fees levied or assessed against the Premises. Said monies shall be paid at the same lime and in the same manner as the Base Rent 5. Security.Deposite- Lessee- shalld of its obligatfons.undeethis Lease-If Les sWas- sesarfty -fer- Lessee's- fai0rfuepedennanse Lee soemay-use,appty tetaiaalterany- peeler fbe- due -in-t , son - thereof. -If Lessor-uses•or- applies- altoeeny tea- Mlh-Lesser compensa : ... _ .. ... portlon.of the-Security-Depasiteleesee -sh Dept - - ' - • _.. f- the-8a - Re s+'^ . :. - - -.. .. .... -. - east Pram Lessoc,- deposit-addit" otal - amount-ot- the -SeouMy - Deposit- shalhal- all - times- bear -tee- same - proportion- to-the increased- rity Deposit - bore- to•Ihe- initial• BaseRenL- ShouldmeAgreed- Usebe•amended -ta accommodate -a- material changrein•the .business- of-Lessee•or•to• accommodate -a- sublessee -ec- assignee; Leaser -shall- have - the- rightre -1 extenl-nesessarfrin4e w d- forany i wring -this Lease and following such charge the.financlat- condition of Lessee .is Ie LeS6006,.reasonable judgment; significantly- reducedr- Lessee- shag -deposit^such- eddltjonal me l be-su# -. commercially reoceeable-level-baser4-en-suehsheagein-financ • general-asoia90--daya-after- he.expiration•or temilnationaf tlls.Lease ;Lessor shall return mat- poruonof the Security Deposit not or applied byLeseor:No pan of the Security Deposit- shall-be eesssld torost-efe-be -pr by- Lesseeapde 9-Leasa 6. Use. 6.1 Use. Lessee shall use and occupy the Premises only far the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste cr a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agr the mechanical or electrical systems there shall within 7 days after such request give INITIALS will nottimpair•thestructu lintegrity of the improvements on the Premises or some to the Pre Ises, If Lessor elects to withhold consent, Lessor e shall include an explanation of Lessor's objections to the change in 02001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION • INITIALS FORM STN - 13.3110E the Agreed Use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used In this Lease shalt mean any product, nufact , •i se- tit l(er-byitself or in combination with other materials substance, or waste whose presence, us expected to be on the Premises, is either: II) Dote or monitored by any governmental authority or (Iii) a statute or common law theory. Hazardous Substanc products, by-products or fractions thereof. Les Hazardous Substances without the express a sposal, Ira o to the r tentia 0 Injun h for- s • - include but i n not eng - • e rn ten on t of porta(tge —er reke btc h dy of t•t be a a rlth, safety or wet m, the environment or the Premises, (II) regulated asset' to any go mental agency or third party under any applicable fitlledrS-hydroca ns, petroleum, gasoline, and/or crude o0 or any tivily in or on the Premises which constitutes a Reportable Use of and gaiety comp lance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the Installation or use of any above or below ground storage tank, (Ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (ill) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination of damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, Injury and /or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or Increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on. under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediatlon. Lessee shall not cause or permit any Hazardous Substance to be spilled or released tn, on, under,. or about the Premises (including through the Requirements and take all investigatory an of any contamination of, and for the malnt contributed to by Lessee, or pertaining to Lessee, or any third party. (d) Lessee Indemnific stem)(and shall prompt! reco mended, whether of the Premises or n ante brought onto the Indemnify, do = rib and hold Lessor, at Lessee's expense, comply with all Applicable r not formally ordered or required, for the cleanup ghboring properties, that was caused or materially Premises during the term of this Lease, by or for Its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents andfor damages, liabilities, Judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or invoking any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from adjacent properties not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remedlatton, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered Into by Lessor and Lessee shalt release Lessee from Its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (e) Lessor Indemnification. Lessor and its successors and assigns shall Indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages. including the cost of mmediatlon, which result from Hazardous Substances which existed on the Premoes prior to Lessee's occupancy or which are caused by the gross negEgence or willful misconduct of Lessor, its agents or employees. Lessors obligations, as and when required by the Applicable Requirements, shall Include, but not be limited to, the cost of investigation, removal, remedlatlon, restoration and /or abatement, and shall survive the expiration or termination of this Lease. (t) Investigations and Remedlatlons. Lessor shall retain the responsibility and pay for any investigations or remedlation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unless such remedia •' r easu ' ulred as result of Lessee's-use-( nit "Alterations', as defined In paragraph 7.3(a) below) of the Premises, in which event Les ee she bB espo ble for h pay ant Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and L ag to ha real nab a ace ss to the Premise at reasonable times in order to carry out Lessor's INITIALS INITIALS ©2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN•10 -3110E investigative and remedial responsibilities. (g) Lessor Termination Option. If unless Lessee Is legally responsible therefor (in which Requirements and this Lease shall cantle full for may, at Lessors option, either (i) investig Lessors expense, in which event this Leas times the then monthly Base Rent or $100, of the occurrence of such Hazardous Subs notice. In the event Lessor elects to sly a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, case Lessee shall make the investigation and remediatlen thereof required by the Applicable effect, but object greater, of Less ubstance Conditi t, or (ii) if the esti . nolice1o'Lessee, rminate this Lea ice, / Lessee in '.'wit in 10 days th commitment to pay the amount by which the cost of the remediallon of such Hazardous Substance Condition exceeds an amount equal to 12 times the than monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance !hereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the data specified in Lessors notice of termination. 6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and In a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire Insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate In any manner to the such Requirements, without regard to whether such Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days alter receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of (i) any water damage to the Premises and any suspected seepage, pooling, dampness ar offer condition conducive to the production of mold; or CO any mustiness or other odors that might indicate the presence of mold in the Premises. • 6.4 Inspection; Compliance. Lesser and Lessors "Lender' (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any lime, in the cas of mar =nc . -nd othe ! se at asonable times a er reasonable notice, for the purpose of Inspecting the condition of the Premises and for verify g comp,' n ; by L: ssee his Le se. The cost of a y such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or Hazardo s Sub . rice C •n (s era rah 9.1) I found to exist or be imminent, or the inspection is requested or ordered by a governmental a charily, 1 st case, L ::: ,,: g u on request reimb rse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the via 0 or • ntam ation. I Won, Lessee sha I provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of eceipt a a vat • -n •nest the 7- Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations. 7.1 Lessee's Obligations. (a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessors Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Promises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations In good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means or repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system. fixtures, walls (interior and exterior), foundations, ceilings, roofs, roof drainage systems, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located In, on, of adjacent to the Premises. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically Including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all Improvements thereon or a part thereof In good order, condition and slate of repair, Lessee shall, during the term of this Lease, keep the exterior appearance of the Buiiding in a first-class condition (including, e.g. graffiti removal) consistent with the exterior appearance of other simile facilities of comparable age and size in the vicinity, Including, when necessary, the exterior repainting of the Building. et-Paragraph B.2(d) and Paragraph 13). Lessor n, if required, as soon as reasonably possible at ated cost to remedlate such condition exceeds 12 ithln 30 days after receipt by Lessor of knowledge as of the date 60 days following the date of such reafter, give written notice to Lessor of Lessee's (b) Service Contracts. form and substance for, and with contracto INITIALS Osseo all at Les ee's so = =xpans special 'rg and xperie - • in the 02001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION AGE B • F 22 , procure and mai maintenance of tt lain contracts, with copies to Lessor, in customary e following equipment and improvements, if any, If INITIALS FORM STN - 17.9110E and when installed on the Premises: (i) HVAC equipment, (h) boiler, and pressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation systems, (v) roof covering and drains, and (vi) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. (c) Failure to PeAer Premises after 10 days' prior written not' obligations an Lessee's behalf, and put the of the cost thereof. Loss remises s to perk Les ° nsymde xcept the c of an 1remebrgency, in whl n •ood or er, con an repair, and Lesser Paragraph 7.1, Lessor may enter upon the case no notice shall be required), perform such hall promptly pay to Lessor a sum equal to 115% Replacement. Su • act to L - indemni cation a Le sir as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure t ex-. • se a d p or good mai le ante practices, fan item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is In excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shaft be prorated between the Patties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on We date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a traction, the numerator of which is one, and the denominator of which Is 144 (ie. 1/144th of the cost per month). Lessee shall pay Interest on the unamorlised balance but may prepay its obligation at any time. 7.2 Lesson Obligations. Subject to the provisions of Paragraphs 22 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 7.3 Utility Installations; Trade Fixtures; Alterations. (a) Definitions. The term 'Utility Installations" refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical disidbution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing to or on the Premises. The term `Trade Fixtures" shag mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the Improvements, other than Utility Installations or Trade referee, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defused as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant t (b) Consent. Lessee Lessee may, however, make non - structural upon notice to Lessor, as long as they are will not affect the electrical. plumbing, HV Pa .'mph hall not a teration of visible fr C, an, or I fly teratic 5 . Utill till In tall= lion • to th the cutsbe.-do.n•t in 'fety s stems, a d Installations to t Premises without Lessor's prior written consent. interior of the Pre ices (excluding the roof) without such consent but olve puncturing, locating or removing the roof or any existing walls, e cumulative co thereof during this Lease as extended does not exceed a sum equal to 3 month's Base - the - ''reg- a •r a sum '. a to one month's Base Rent in any one year, Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and /or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (I) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner, Any Alterations or Utility installations shall be performed to a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as -built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c) Liens; Bonds. Lessee shell pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or matedarmen's lien against the Premises or any interest therein. Lessee shall give Lessor not 'ess than 10 days notice prior to the commencement of any work in. on or about the Premises, and Lessor shall have the right to post notices of non - responsibility. If Lessee shaft contest the validity of any such lien, claim or demand, then Lessee shall, at Its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested Gen, claim or de(naa inden g Lessor apalnst IILessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees a INITIALS INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM 57N-13-3/10E 7.4 Ownership; Removal; Surrender, and Restoration. (a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect In writing to be the owner of all or any specified part of the Less vned AI ons and U�ti��t7_r Into li -. ons nteseot Ise Instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Inst lotions hat at lh expir,"W' or t4rrmitration of this ease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By defiverrrr,++++u((((r,,,r to Less en noti f Le or no earlier th 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require th�t any or II a ee ownpWAlteia *on or Utility InsWBatl nit be removed by the expiration or termination of this Lease. Lessor may require the remora at rim of a or aP y part of Lessee Owned Aerations or Utility Installations made without the required consent (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not Include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the forgoing, if this Lease is for 12 months or loss, then Lessee shall surrender the Premises In the same condition as delivered to Lessee on the Start Date with NO allawance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank Installed by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shaft constitute a holdover under the provisions of Paragraph 26 below. Lessee shall have the right on termination to remove all office furniture, laboratory equipment, computer servers and other furniture, fixtures and equipment used for educational purposes. 8. Insurance; Indemnity. 8.1 • Payment For Insure= . ee hail y for a nsuran e required under Paragraph B exce t to the extent of the cost attributable to liability Insurance carried by k ssor u d Parag ph 8 ( in a oess of $2,000,0 per occurrence. Premiums for policy periods eQ � except prior to or extending beyond th Lease t r ssh be pr aced to co the Le se term. Payment shall be made by Lessee to Lessor within 10 days following receipt of an 4ivoice. 8,2 Liability Insurance. (a) Carried by Lessee. L shall bbtain'andlceep In for d Commercial Gendral Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal Injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage In an amount not less than 31.000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured - Managers or Lessors of Premises" Endorsement. The policy shall not contain any intra - insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "Insured contract" for the performance of Lessee's indemnity obligations under this Lease.' The limits of said insurance shall not, however, limo the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shag provide an endorsement on its ;lability pollcy(les) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose Insurance shall be considered excess Insurance only • (b) Carriers by Lessor. Lessor shall maintain liability Insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the Insurance required to be maintained by Lessee- Lessee shall not be named as an additional insured therein. 8.3 Property Insurance - Building, Improvements and Rental Value. Lesece Is insuring Party. (a) Building and Improvements. The Insuring Party shall obtain end keep in force a policy or policies in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and va ble ins 4M, value the of. Lefisee CSmEd /Cterartin -and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured y Lassen no by Le or. If coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physi l lass or`�1 mage�ercep .ants of flood andfor earthquake unless required by a Lender), including INITIALS ©2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM STN - 13.3110E coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered lass. Said poky or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase In the annual property Insurance coverage amount by a factor of not less than the adjusted U.S. r - • - rtrnent . - bor Consu • : r Prl . - : r All nsumers for the city nearest to where the Premises are located. If such insurance erage s dedu his cis j, the d , uctible amount all not exceed $5,000 per occurrence, and Lessee shall be liable for such deductible amount (b).-Rental Ver Lessofand- any- LeaderF insuring- the -lies ed •rorce.a pokcy.or nod -ofa of- any - coinsura insurance-j. -Said- insurance -sha8- contain at :tn- iivision -in adjusted. annually. tareftect- the•projaded- Rent. otherwise- payable. by- Lesseer for - the- nex142. month.perled,•- Lessee - shall - loanable- fdr- arty&Audible amountin-el-such suclNoes. (c) Adjacent Premises. If the Premises am part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase In the premiums for the property Insurance of such building or buildings If said Increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. 8.4 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property. Trade Fodures, and Lessee Owned Alterations and Utility instalaeons. Such Insurance shall be full replacement cast coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance Is in force. btain -arid- maintain- toss -of -/come -and • extra -expense.insuwnee -in- amounts -as' i8 re(mbuse- Lessee-far-dirnd or'idkeet4eos eamings- ttribetabte- te- a{Laea a-ln- tae- busineez of Locoee or- attributableto.preventlon.of access tothe•Premlses-es- a- resultof such Perils,- - (c) Warkers Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. (d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein ire adequate to cover Les e' pert , e ions or ligation under t is Lease. 8.5 Insurance Policies. I e by meanies maintaining during the policy term a "General Policyholders ales -in -the name of Lessor-wl h- loss- payableto demnity-k4-an-additimia14-80-days- (13ental -Value ce•clause,- and -t he- amount- of- coverage-shall -ba Rating' of at least A -, VII, as set forth in t Lessee shall not do or permit to be done $nything Lessor certified copies of policies of such ijj surannc�c the required insurance. No such policy shall- cancel e s surance q bu fired e most cbr -nt I h ss oper- on ein sh: B of tit• Invalidate or Insu m • cafes 'lb copie blear bent to mod 0 ante Guide" or soh other rating as may be required by a Lender. edict insurance edict Lessee shall, prior to the Start Date, deliver to the required endo ments evidencing the existence and amounts of tion except after 3 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or 'insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand, Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may. but shall not be required to, procure and maintain the same. 8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for toss of or damage to its properly arising out of or incident to the perils required to be insured against herein. The effect of such reteases and waivers is not limited by the amount of Insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective properly damage insurance canters waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. 8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and Its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, toss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses anafor liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counset reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 8.8 Exemption of Lessor an Its Ag •. core LIabll Not standing th ce or breach of this Lease by Lessor or its agents, neither Lessor net its agents shall a Ilab under any Ircum s fo . (p Injury or dam lie to the person or goods, wares, merchandise or. other property of Lessee, Lessee's employ s, con • rs, invi :es, c sto ors, rany other perso in or about the Premises, whether such damage or INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM STN -13 -311 OE injury Is caused by or results from fire, steam, electricity, gas, water or rain. indoor air quality, the presence of mold or from the breakage, leakage. obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages adsin any a'• . ogled of :.y other neM -of Lessor fronethe failure of Lessor or its agents to enforce the provisions of any other lease in the Pr ed, or Ii) I fury fo essee'= usine or for any loss of Income or profit therefrom. Instead, it is intended that Lessee's sole recourse in the event a such da a es or Jury b.. a aim on the incur nee poticy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8. 6.9 Failure to Provide In ll any failure on its part to obtain cr maintain the insurance required herein will expose Lessor to risks and pot nliail caus Le or t. incur cost n t contemplated b this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be aulrznaticatly increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional riskfcosts that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, ncr relieve Lessee of its obligation to maintain the insurance specified in this Lease. 9. Damage or Destruction, 9.1 Definitions. (a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee In writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. Notwithstanding the foregoing, Premises Partial Damage shall not Include damage to windows, doors, and/or other similar Items which Lessee has the responsibility to repair or replace pursuant to the provisions of Paragraph 7,1. (b) "Promises Total Destruction" shall mean damage or destruction to the Premises; other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired In 6 months or less frcm the date of the damage or destruction. Lessor shalt notify Lessee in writing within 30 days ram a date of damage r destr clion as to whethe or not the damage is Partial or Total. (c) "Insured Loss" sh 11 mean mega or estruc on o imp ovements on the remises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, w oh was aused an nt ui d he be covered by the insurance described in Paragraph 8.3(a), Irrespective of any deductible amounts or c (d) "Replacement Co erk shag son t cost t repair or F1eb rid the improvem nts owned by Lessor at the time of the occurrence to their condition existing Immediately prlbc ereto, (wreck dbmolitlon, dbt}is removal and grading required by the operation of Applicable Requirements, and without deduction for depreciation. (e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition invoNing the presence of, or a contamination by, a Hazardous Substance , in, on, or under the Premises which requires remedlatfon. 9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that Is an Insured Loss occurs, then Lessor Leesea shall, at Lessor's Lessee's expense, repair such damage ( but - not - Lesseeabode- Falures-or -Lessee - Owned - Alteration erd- Utiely-installatieas) as soon as reasonably possible and this Lease shall continue in full force and effect provided, however, that Lessee-shallrat-Lesseers-elediea, make- the - repair -of any- damage-or- elesfwotier the _total - lest- farepairof which•is.S10,006 onieterandr in such eveat7 Lessor shall make any applicable Insurance proceeds available to Lessee on a reasonable basis for that purpose. N ngelf-the- regeked- lesaranee -was -net e- ferso-or- kbeaaseranee proceedsare- net- suf(kk g-Pagy wired -to complete said repairs. -- In-the event; however, seeh-shonage -was due -te- the - fact - that — by- reason•ot the - unique nature of thelmprovementsrfull replacementcostina mecslallyteaseeabte- andavailable; 6eseeraheµ#ave-ee obligation to.payloethe -she fu*y- restere-the unique aspects -o€ the - premises - unless - Lessee- prevides-lassee- witR{he funds to cover s nse-thereof within •lodays•fdtowing.receiptof written - notice -otsuch- snortage -and request therefor, II-Lessor receives saidfunds or- adequate assurance- thereofwithin- said -t0 day-peeseleihe-parly-respeacible- fer-makingihe- repaiwshall oemplete-thernas -soon as-reasonably-possible-and-this Lore clragremain- ln- fellJarceand- etfeel If ouch funds o , Lessor may nevertheless elect by written notice to Lessee within 10 days after t., - eke sue restorat erdally reasonable with Lessor paying any shortage in proceeds, In which case this Lease sh Ire sin In ull for eft ct, or (i8) have thi Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contrib I.d by L: sae t it an such damage or destruction. Premises Partial Damage due to flood INITIALS INITIALS 02001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 13.3110E or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such Insurance shall be made available for the repairs if made by either Party 9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that Is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which t Lesse 1 make th repairs pt- Lessee's eager ); Lessor may either. (I) repair such damage as soon as reasonably possible at Lessor's expense, w ich ev t this - -; . shag continue in full fo a and effect, or (I0 terminate this Lease by giving written notice to Lessee within 30 days after receipt essor kno' edg- of occurrence of h damage. Such termination shall be effective 60 days following the date of such notice. In the event L sill acts to rmin= e Ih tZ s ,'lessee s all have the right within 10 days after receipt of the termination notice to give written notice to _essor of eBs 's cam i ,i f l par for the repair of uch damage without reimbursement from Lessor. Lessee shall provide Lessor with said fund: ors fact rya ura - (hereof ', in 30 days after eking such commitment. In such event this Lease shall continue in fug force and effect, and Lessor shal proceed to make such repairs as soon as reasonably possible after the required funds am available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice. 9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee Lessor shall have the right to recover Lessor's damages from Lessee except as provided In Paragraph 8.6, 9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 10 days after the date of occurrence of such damage. Notwithstanding -the Ion toast end - (his- LeaseaMo-pwchase-the- Pretelse , y; (a }exercising- sucta -ap6e 'Utiany- shortago-in- inswanse- preseeds{eFadequ ake-the repairs-en or-before-dm earlier-of {f).the date which -is 10 daysafter- Lessees- receipt - of Lesser 'written- noNCapurponingto terminate-this-teasecor -(ii) xplrer— ft-Lessee-duy- exercises- such- optionduring- such- P&Mod-alt pcmdictes-Lesser- with-fuMa (or adequateaseurease -there ranee- preseedsrtessoc-sh llat- L- esseresammewi air —such demagwassoon asreasonably, possible -andthle-Lease-shagteetinee e- futftereeandeffestri Pisses- faIis- le- exemisasuchopikm -and provide -suuh funds- orassumnce- durtngsus{-periodr then this ease- shag - laminate -en -the- date - speci fled- fn- fhe- larrnfnatienaettse- end- l,esseecreption- shall -be extinguished: 9.6 Abatement of Rent; L (a) Abatement In the which Lessee is not responsible under this damage shall be abated in proportion to th the Rental Value insurance. All other obli• damage, destruction, remediation, repair or ge oG Premises Total D trvction or a Hazardous Substance Condition for gee f r the period requi for the repair, remediation or restoration of such ich Las , ,Zfl[T_7 the Premises Is Impa red, but not to exceed the proceeds received from hereu) der shall be performed by Le ee, and Lessor shall have no ilabalty for any such avoided herein (b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may. at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice. of Lessee's election to terminate this Lease on a date not lass than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair ar restoratlon is commented within such 30 days, this Lease shall continue In full force and effect, "Commence- shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs. 9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor, Lessor shall, In addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. 10. Real Property Taxes. 10.1 Definition. As used herein, the term "Real Property Taxes" shall include any form of assessment real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct a indirect power to tax and where the funds are generated with reference to the Building address and where the proceeds so generated are • = applied by- a city, cou or oth facal-texing -eut y-f a jurisdiction within which the Premises are located. Real Property Taxes shall also i dude _ t x, fee, evy, a smen or charge, or any increase therein: (i) Imposed by reason of events occurring during the term of this Lease, rduding 'vi not gr Ited t , ay tiangf in the ownershllj of the Promisee, and (ii) levied or assessed on INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM STN- 13 -3l1 0E machinery or equipment provided by Lessor to Lessee pursuant to this Lease. 10.2 Payment of Taxes. In addition to Base Rent, Lessee shall pay to Lessor an amount equal to the Real Properly Tax installment due at least 20 days prior to the applicable delinquency date. If any such installment shall cover any period of time prior to or after the expiration or termination of this Lease, Lessee's share o h install . • shall be pr rated. 1 Less a fate charge on any Rent payment, Lessor may estimate the current Real Property Taxes, a .quire at xes paid in advance o Lessor by Lessee monthly in advance with the payment of the Base Rant. Such monthly payment : hall . - art - eq to the amount o the estimated installment of taxes divided by the number of months remaining before the n onth in w i., :. ,install es a nq ent. en the actual amount of the applicable tax bill is known, the amount of such equal monthly Advance y - r s shall c adjust -d s required to provi a the funds needed to pay the applicable taxes. If the amount collected by Lessor is Insufficient to su Re. Prop dy Taxe wl en due, Lessee s all pay Lessor, upon demand, such additional sum as Is necessary. Advance payments may be Intermingled with other moneys of Lessor and shall not bear Interest. In the event of a Breach by Lessee in the performance of its obligations under this Lease, then any such advance payments may be treated by Lessor as an additional Security Deposit. 10.3 Joint Assessment. If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other Information as may be reasonably available. 10.4 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned' Alterations. Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee (If any). When passble, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and blled separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's Property. 11. Utilities and Services. Lessee shaft pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon, If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. Them shall be no abatement of rent and Lessor shall not be gable In any respect whatsoever for the Inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessors reasonable control or in cooperation with governmental request or directions. 12. Assignment and Subletting. 12,1 Lessors Consent Re uired. (a) Lessee shall not duntarlly r b dperati n of law nsfer, ortgage or encumber (collectively, "assign or assignment ") or sublet all or any part of L sea's ini r in this Le a ruin he remises without L ssoes prior written consent. (b) Unless Lessee Is a drpora on rtd scot Is publics tr ded on a national tock exchange, a change in the control of Lessee shall constitute an assignment requiring co The t nsfer, n cumulativ sis, of 25% or m re of the voting control of Lessee shall constitute a change In control for this purpose. (c) The involvement of Lessee or Its assets In any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy -out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net `North as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles. (d) An assignment or subletting without consent shall, at Lessors option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may eiither. (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previousry in effect, and (ii) all fixed and non -fixed rental adjustments scheduled during the remainder of the Lease tern shall he increased to 110% of the scheduled adjusted rent (e) Lessee's remedy for any breech of Paragraph 12.1 by lessor shall be limited to compensatory damages andlor injunctive relief. f) Lessor may reasonably- vt(ihhold penspnt to a proposed aysg,,,ne,t orstrbkyt,, ft Lessee Is In Default at the time consent Is requested: (g) Notwithstanding t INITIALS on of the Prem 02001 • AIR COMMERCIAL REAL. ESTATE ASSOCIATION ie. 20 square feet or less, to be used by a third INITIALS FORM STN•13.3110E party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 12.2 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Less consent ssignment .r suble ' ( without the express written assumption by such assignee or sublessee of the obligatons of ss a and this L- . _, (ii) eiease Lessee of ny obligations hereunder, or (ill) alter the primary liability of Lessee for the payment of Rent o • for the rforman of a f obligations to be perfo ed by Lessee. (b) Lessor may accept Rent or ante o :- s obligations from an person other than Lessee pending approval of disapproval of an assignment. Neither a belay in t e ep al or •tsappr. al 9f such assignmen nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's r ghl t xerci a it ¢ _. les for Le sap Default or Brea h. (c) Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease. including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessors considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering irate such sublease, or entering Into possession of the Premises or any portion thereof, he deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or Inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. (g) Lessors consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing, (See Paragraph 392) 12,3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises a sh bed ante included' all sub/ ases under this L ase whether or not expressly incorporated therein: (a) Lessee hereby ass ns and a stem i Le al nt Le see's Interest In a I Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's o I' ails under / his L ass• rovided howeve that until a Breach shall occur In the performance of Lessee's obligations, Lessee may corteci said Ren I he event at.g:a me nt collected by Le sor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Les r al at, Dy ason d th foregoing or any ssignment of such sublease, nor by reason of the collection of Rent, be deemed liable to lF� tesse for a y f Uure of Le e to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor staling that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to Inquire as to whether such Breech exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lesser may, at Its option, require sublessee to adorn to Lessor. In which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lassoes prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13. Default; Breach; Remedies. 13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or ppdorm any of the terms, covenants. conditions or Rules and Regulations undaQ le Lease. "Broach" is defined a themccurrenco1 i(v rs or more of the following Defaults, and the failure of Lessee to cure such Default withirj any ap icable gee pert m. (a) The abandonment the Pr raises; o Na v of the Premises wittput providing a commercially reasonable level of INITIALS (02001. AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM STN•I3.3/10E security, or where the coverage of the property insurance described in Paragraph 8.3 Is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit requited to be made by Lessee hereunder, whether to Lessor or to a third party, when due. to pwvtie re e evidence �f insur nee-er u:ely- fulfill any obligation under this Lease which endangers or threatens life or property, ere ch failure ontinu: or a e iod of 3 busin s days following mitten notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTI LESSORS RIGHTS, INCLUDING LESSO (c) The failure of Les ae to al w iL constituting public or private nuisance, and/ r an al act r following written notice to Lessee. (d) The failure by Lessee to provide (p reasonable written evidence of compliance with Applicable Requirements, (II) the service contracts, (rd) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, or financial statements, (v) a requested subordination, (w) evidence concerning any guaranty and /or Guarantor, (vii) any document requested under Paragraph 42, (v5I) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default centimes for a period of 30 days afterwdden notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion, (0 The occurrence of any of the following events: (1) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor" as definedIn 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); Oil) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other ITY DEPOSIT SH U. NOT CONSTITUTE A WAIVER OF ANY OF R-OFTHE PREM SES. attests to the P emises or the commission of waste, act or acts Lessee. where s ch actions continue for a period of 3 business days judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest In this Lease, where such seizure is not discharged within 30 days; provided, however, In the event that any provision of this subparagraph Is contrary to any applicable taw, such provision shall be of no force or effect. and not affect the validity of (g) The discovery that . ny finan 'al fate t of L - or o any Guarantor giv n to Lessor was materially false, (h) If the performance f Lessee' o•Ilga' ns u lea is uaranteed: O the death of a Guarantor, (10 the termination of a Guarantor's liability with respect to this Le se other a' In accord- the terms of such gu rant'. pi) a Guarantor's becoming Insolvent or the subject of a bankruptcy filing, (iv) a Guara tor's're • sal o •nor th guaran o (v) a Guarantor's reach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days + ' Ing wit ten m Ice of any suc ent, to provide rotten alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease, 13.2 Remedies. If Lessee tails to perform any of its affirmative duties or obligations, within 10 days after written notice (or In case of an emergency, without notice). Lessor may, at its option, perform such duty or obligation on Lessee's behalf, Including but not limited to the, obtaining of reasonably required bands, Insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may. with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been eamed at the time of termination; (11) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (l1 the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (Iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform Its obligations under this Lease or which in the ordinary course of things would be likery to result therefrom, Including but not limited to the cost of recovering possession of the Premises, expenses of re etting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portio^ of ny leasi mmisston p a' id by L ssorkreonneeti is Lease applicable to the unexpired term of This Leese. The worth at the time of awe of th aunt re rued to(irfr provis�on (id) of the innn lately preceding sentence shall be computed by discounting such amount at the discount r to of the a oral R server an of t.Rle District within w ich the Premises are located'at the time of award INITIALS INITIALS ©2001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-13-3/10E plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover damages under Paragraph 12. If termination of this Lease Is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover In such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period 'red un a aragraph 1 .1 was Lice to pay rent or quit or to perform or quit given to Lessee under the unlawful detainer statu sir II also cons l' a the no Ice required by P ragraph 111. In such case, the applicable grace period required by Paragraph 13.1 and the untawfu d tanner tatute she run oncurrentfy, and t e failure of Lessee to cure the Default within the greater of the two such grace periods shall :onstituto unlawf defai era a Breath of this Lease entitling Lessor to the remedies provided for in this Lease andfer by said statute. (b) Continue the Lease and sse's right tot (losweetOr\atd recover the Rarit as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to rebel, andfor the appointment of a receiver to protect the Lessor's interests, shalt not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available under the laws or Judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of (ha Premises. 113 Inducement Recapture. Any agreeriient for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, Inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as 'Inducement Provisions,' shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, Inducement or consideration theretofore abated. given or paid by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breath which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be Imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall bed e, t , wltout requi •pant for atica to Lessee, essee shall Immediately pay to Lessor a one -time late charge equal to 10% of each such ova and reasonable estimate of the costs Less constitute a waiver of Lessee's Default or B granted hereunder. In the event that a la notwithstanding any provision of this Lease - e cont rider, Base -- nt shall, at Cr. The Parties ereby agree that such late charge represents a fair wnent. Acceplan a of such late charge by Lessor shall in no event ount nor prevent he exercise of any of the other rights and remedies r or not collected for 3 consecutive installments of Base Rent, then sots cption, bee a due and payable quarterly in advance. 13.5 Interest Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non - scheduled payment, shall bear Interest from the data when due, as to scheduled payments, or the 31st day after it was due as to non - scheduled payments. The Interest ( "Interest ") charged shall be computed at the rate of 10% per annum but shalt not exceed the maximum rate allowed by law. Interest Is payable in addition to the potential late charge provided for in Paragraph 13.4. 13,6 Breach by Lessor. (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that If the nature of Lessors obligation Is such that more than 30 days are reasonably required for Its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or If having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided, however, that such offset shall not exceed an amount equal to the greater of one month'Ie se Re n - e Security!RpCeposlt reserving- ghtlo seek reimbursement from Lessor for any such expense in excess of such offset, Le tie sir do omen he cosyo{ said cure and supply se documentation to Lessor. power Condemnation, If the Premises r any po 1. there •1 are 1pW a /..�ter�5c5rrundo the wer of ea nt domain or sold under the threat of the exercise INITIALS INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 13 -3110E of said power (collectively "Condemnation "), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, Is taken by Condemnation. Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such not! thin 10 . - after the condemning sMheiiy shall hayetaken possession) terminate this Lease as of the data the condemning authority takes such remain in full force and effect as to the pa utility of the Premises caused by such Co shall be made as compensation for diminut on in vale q Lessee shall be entitled to any compensati n par y possess, on on of the demnatfo Le: ee do sea emai temnatiLa e leasellhld, the ikatu emnddr for Less mr co 714'1 n aw Mate this Lease that the Base Re hdfor' payments s n accordance with the foregoing, this Lease shall t shall be reduced in proportion to the reduction In all be the property of Lessor, whether such award of the part taken. for for severance damages; provided, however, that relocation expens s, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shag be considered the property of the Lessee and Lessee shell be entitled to any and all compensation which Is payable therefor. In the event that this Lease is not terminated by mason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation. 15. Brokerage Fees. 15.1 Additional Commission. If a separate brokerage fee agreement is attached then in addition to the payments owed pursuant to Paragraph 1.9 above, and unless Lessor and the Brokers otherwise agree in writing. Lessor agrees that (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires any rights to the Premises or other premises owned by Lessor and located within the same Project, if any, within which the Premises is located, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is Increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee In accordance with the schedule attached to such brokerage fee agreement. 15.2 Assumption of Obligations. Any buyer or transferee of Lessors Interest In this Lease shall be deemed to have assumed Lessors obligation hereunder. Brokers shaft be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, If Lessor falls to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset Such amounts against Rent In addition, Lessee's Broker shall be deemed to be a third party aria ry o� any remissiolj:gree ant entered Into b and/or between Lessor and Lessors Broker for the limited purpose of collecting any brokerage 15.3 Representations and ndemniti s of E er , . shit Lessee and L r each represent and warrant to the other that It N P� p has had no dealings with any person, firm, raker or f (other the . - r ..ker , if any) in conne on with this Lease, and that no one otherthan said named Brokers is entitled to any commiss n or fl er fe in co ection h ith. Lessee and ssor do each hereby agree to Indemnify, protect, defend and hold the other harmless from a d- ainst ii bility r .mpensati� Charges which m y be claimed by arty such unnamed broker, tinder or other similar party by reason of any dealings or actions of the Indemnifying Party, including any costs, expenses, attorneys' fees reasonably Incurred with respect thereto. 16. Estoppel Certificates. (a) Each Party (as "Responding Party ") shag within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate" form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation andrer statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fall to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that (1) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, I there am no uncured defaults in the Requesting Party's performance, and (iii) if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be °stopped from denying the truth of the facts contained in said Certificate. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof. Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential tender or purchaser designated by Lessor such financial statements as may be reasonably required by such tender or purchaser, inchding but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such render or p sec in coca and s all be uSSSIIIed only for the purposes- herein set forth. 17. Definition of Lessor. The ter "Les s• use ereini II mesh the owner or owhers at the time in question of the fee title to the Premises, or if this Is a sublease, of the Le- see's int re in lh prior t.r`F; In file event of a transfl9r of Lessors title or Interest In the Premises or this INITIALS INITIALS W2001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 13 -3110E Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shalt be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding o lye on the r as herein berm 18. Severability. The invalidity of a�ry prov ion of this ease, ;�deterntined by a court of competent Jurisdiction, shall In no way affect the validity of any other provision hereof. 19. Days. Unless otherwise specifi fly indirat d contra aid days - is used in this Lease shall mean and refer to calendar days. 20. Limitation on Liability. The o ligation of L sor unit• this L as shall not constitute personal obligations of Lessor or its partners. members, directors, officers or shareholde , an essee shaloc to the P - i9, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets far such. satisfaction. • 21. Time of Essence. Time Is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is retying solely upon, its own Investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibiely with respect thereto or with respect to any default or broach hereof by either Party. 23. Notices. 23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Malt, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served In a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Prem sea shall constitute Lessee's address for notice. A copy of alt notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from lime to time hereafter designate in wniing. -� 23.2 Date of Notice. Any delivery shown on the receipt card, or if no hours after the same Is addressed as requ courier that guarantees next day delivery transmitted by facsimile transmission or sir oboe se delivery d red beret a malted shall b de m give tit means hall b d fled jiail, return receipt ark thereon If sent b epald, Notices d er delivery of the upon telephone requested, shall be deemed given on the date of regular mail the notice shall be deemed given 72 livered by United States Express Mail or overnight same to the Postal Service or courier, Notices oniirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 24. Waivers. (a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. (b) The acceptance of Rent by Lessor shall not he a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to In writing by Lessor at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. 25, Disclosures Regarding The Na (a) When enter from the outset understand what type of a INITIALS Into ency a Re Es to Agency Ratio :.is sslon hit a r a estate reta io ship of repre en lion ii 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION AGE 17 OF 22 agent regarding regarding a has with the ager eel estate transaction, a Lessor or Lessee should or agents In the transaction. Lessor and Lessee INITIALS FORM STN-13-3/10E acknowledge being advised by the Brokers in this transaction, as follows: (i) Lessor_ ;Agent, A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations: To the Lessor. A fiduciary duty of utmost care, integrity, honesty, and loyally in dealings with the Lessor. To th ee an. . Lessor a. •iligent re temkills and care In performance of the agent's duties. b. A duty of honest and fair dealing nd go' • fai h, a duty to 'I - ose II facts known tot o agent materially affecting the value or desirability of the property that are not Known to, orwi hin the di'• :Matte• Ion a d o• erva on of, the Parties. An agent is not obligated to reveal to either Party any confidential infoanation obtained from I e other P: - ch does of In .lye e a on ve duff ase( faith above. (II) Le; see's nt agent an ague to et as agent for th Lessee only. in these situations, the agent is not the Lessor's agent, even if by agreement t = a., ma race. a c•. pensatlo services rends , either in full or in pan from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. Ta the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor. a. Diligent exercise of reasonable skiffs and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith, C. A duly to disclose all facts known to the agent materially affecting the value or desirability of the property that we not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. Oa) Anent Representing Both Lessor enci Usage A real estate agent. either acting directly or through one or more aseodate licenses. can legally be the agent of both the Lessor and the Lessee In a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the fallowing affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and royalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as stated above in subparagraphs (I) or (h). In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully reed all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding Involving any breath of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liabi ty I udin• cot costs an attome s' fees), of any B oker with respect to any such lawsuit andlor legal proceeding shall not exceed the fee receiv d by sue =roker p ratan to Is Le e; provided, hcv ver, that the foregoing limitation on each Brokers liability shall not be applicable to any gross egligenc• o will mace duct f su h Broker (c) Lessor and L ssee agr - identify t Broker as 'Confidential" any $ommunication or Information given Brokers that Is considered by such Party to be eonfidentia 26. No Right To Holdover. Lessee • . o right o reta ' pdsseseion of k Premises or any art thereof beyond the expiration or termination of This Lease. in the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it 29. Binding Effect; Choice of Law. This Lease shag be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated In the county in which the Premises are located. 30. Subordination; Attornment; Non - Disturbance. 30.t Subordination. This Lease and any Option granted hereby hall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device" , now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof, Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Le Lender may elect to have this Lease and Lessee, whereupon this Lease and suc INITIALS shall h o liability o- obiigatirnto- perform any mt'd here• uperi I to the lien of its :e deem • for t� such Security -the-obligations of Lessor under this Lease. Any ecunty Device by giving written notice thereof to evice, notwithstanding the relative dates of the INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 13.3110E documentation or recordation thereof. 30.2 Adornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Devise to which this Lease is subordinated (i) Lessee shall, subject to the non - disturbance provisions of Paragraph 30.3. attorn to such new owner, and upon requezi enter into . new lease, containing a I of the terms ann>�nrnvlcions of this Lease, with such new owner for the remainder of the term hereof, or, at the electi owner, and (If) Lessor shall thereafter be ri tleved a except that such new owner shall not: (a) be liable fo ownership; (b) be subject to any offsets or defenses month's rent, or (d) be liable for the return o any s 30.3 Non - Disturbance. IA ith Lease tell automatically s he under and such :Qtr lessor or WI ainst any prior les to any . rio lessor which was Devices -njered into by Les come a new lease between Lessee and such new w owner shall assume all of Lessors obligations, respect to events occurring prior to acquisition of or, (c) be bound by prepayment of more than one of paid or credited to such new owner. or after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non - disturbance agreement (a "Non- Otsturbance Agreement") from the Lender which Non - Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, Including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and altorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, If requested by Lessee, use its commercially reasonable efforts to obtain a Non- Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Promises. In the event that Lessor is unable to provide the Non - Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non - Disturbance Agreement. 30.4 Self- Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however. that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, adornment and/or Non-Disturbance Agreement provided for herein. 31. Attorneys' Fees. If any Party or Broker brings an action or proceeding Involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) In any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding Is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment. or the abandonment by the other Party or Broker of its claim or defense. Tho attorneys' fees award shall not be' to •ufo, act•rdan with a court f e schedule, but s 1 be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessors afi be en to st •rneys' cos and expenses i curred In the preparation and service of notices of Default and consultations In connection the ewith, wit -t - r o of a le • . •n Is try com enced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurren . such sery - - co ultation). 32. Lessors Access; Showing Pre Ism. p -irs. ease and Less•r agents shall hew the tight to enter the Premises at any time, in the case of an emergency, and otherwise at re re.sonable prier Notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there Is no material adverse effect to Lessee's use of the Premises. All such activities shag he without abatement of rent or liability to Lessee. 33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34, Signs, Lessor may place on the Premises ordinary 'For Sale' signs at any time and ordinary "For Lease" signs during the last 6 months of the term hereof. Except for ordinary "for sublease" signs, Lessee shall not place any sign upon the Premises without Lessor's prior written consent. All signs must comply with all Applicable Requirements. 35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or ali existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shalt constitute Lessor's election to have such event constitute the termination of such interest. 36. Consents. Except as otherwise provided herein. wherever In this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (Including but not limited to architects', attorneys', engineers' and other consultan s) in In the con 8fderatio'briir'fesponstr d" -a"requesl by Lessee for any Lessor consent, including but not limited to consents to an assign nl, a sub /' ling or h8 prese�ce or use of a Hr zealous Substance, shall be paid by Lessee upon receipt of an invoice and supporting de mentati n there(• . Le so can nt to any act, ssignment or subletting shall not constitute an INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM STN-13-3/10E acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessors consent shall not preclude the imposition by Lesser at the time of consent of such further or other conditions as are then reasonable with reference to the particular - matter for . consent is event-that-either Party disagrees with any determination made by the other hereunder and reasonably requls I area ins !or with deist urination, the detefminfng party shall furnish its reasons in writing and in reasonable detail within 10 business days foilowin 37. • Guarantor. 37.1 Execution. The Guarantors, if y, $ . I each cute a u anty in the form t recently published by the AIR Commercial Real Estate Association, and each such Guarant ar sh a - the a bflgations s asses under this ease. 37,2 Default, It shall consb ute a Default of the Lessee If any Guarantor falls or refines, upon request to provide: (a) evidence of the execution of the guaranty, Including the a Monty of the party signing on Guarantor's behalf to obligate Guarantor, and In the case of a corporate Guarantor, a certified copy of a resolution of Its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or(d) written confirmation that the guaranty is still in effect. 38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's pad to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof 39. Options. If Lessee Is granted an Option, as defined below, then the following provisions shall apply: No Option is being granted. 39.1 Definition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has an other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other properly of Lessor, (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease Is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, If requested by Lessor, with Lessee certifying that Lessee has no Intention of thereafter assigning or subletting. 39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 394 Effect of Default on 0 (a) Lessee shall have continuing until said Default is cured, {'u) d during the time Lessee Is in Breach of this the Defaults are cured, during the 12 Mont (b) The period of time on o right to ring the ease, or period xOmists a erred o Optio me a Re ivj the even that - Ada ly pre Ing the which an Oph n ay be axe dud T is • x is g the period comn{encing with the giving of any notice of Default and old wit out reg rd to whether notice thereof Is given Lessee), (lii) has been given 3 r more notices of separate Default, whether or not rase of the Option d shag not be extended or enlarged by reason of Lessee's inability to n exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (0 Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ip if Lessee commits a Breach of this Lease. 40. Multiple Buildings. If the Premises are a part of a group of buildings controlled by Lessor Lessee agrees that it will abide by and conform to all reasonable rules and regulations which Lessor may make from time to time for the management, safety, and care of said properties, Including the care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessee,also agrees to pay its fair share of common expenses incurred in connection with such rules and regulations. 41. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the ads of third parties. 42. Reservations. Lessor reserves to Itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably Interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effeclua such Basement rights, edlcati 43. Performance Under Protest. If at any e al (llsprl(e shall!sr as any amount or srm of money to be paid by one Party to the other under the provisions hereof, the Party agal st whom 4j obiIg-`)lon lorpay he m ney is asserted s all have the right to make payment "under protest' INITIALS (002001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM STN•13.3110E and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If It shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not Initiate suit for the recovery of some paid "under protest" with 6 months shall be dee o have ed Its right t•,, otest 44. Authority; Multiple Parties; Exe orlon. (a) If either Part hereto corp alien link • liability comps y, partnership, or similar entity, each individual executing this Lease on behalf of such enti repress ad /warren.. e - - •u y authod ed to execute and deliver this Lease on its behalf. Each Patty shall, within 30 days after reque t, derive to It other P sat • evidence of suet authority. (b) If this Lease sex led m e th n one pe n or entity as 'Less er", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. (c) This Lease may be executed by the Parties In counterparts, each of which shall be deemed an original and aU of which together shall constitute one and the same instrument 45. Conflict. Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 46. Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 47. Amendments. This Lease may be modified only in writing, signed by the Parties In interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non - monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. 48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR. PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT, 49. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties andfor Brokers arising out of this Lease ❑ is Q is not attached to this Lease. 50. Americans with Disabilities At Sin core Ian with the ° erica s with Disabilities ct ADA 1 dependent is de upon Lessee's e 'specific use p P of the Premises, Lessor makes -no warran y or rep s rattan to a et or not the Premises amply with ADA or any similar legislation. In the event that Lessee's use of the Premises r res coo I 40 or a• •lion to Ih Premises in aide to be In ADA compliance, Lessee agrees to make any such necessary modifications andfor a LESSOR AND LESSEE BY THE EXECUTION OHFATHIS LEASELS R�THEIIR INH •D AND VoLuNTARYECONSE MTHERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE CF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. ATTENTION. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE ' WARNING' IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED. or INITIALS 02001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM STN - 13.3110E The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. Executed at - Executed at On: On: By LESSOR: CITY OF TUSTIN, a California municio By: Name Printed: Tide: By: Name Printed: Titre: Address: 300 Centennial Way Tustin, CA 92780 Name Printed: Title: By: Name Printed: Title; UNTY COMMUNITY COLLEGE ifornia public agency Address: 28000 Marguerite Parkway Mission Viejo, CA 92692 Attn: Jeffrey Parker, City. Manager Aztn: Debra Fitzsimons, Vice Chancellor of Telephone:() Business Onerations Facsimile:(714) 838 -1.602 Telephone-( ) Email: Facsimile:(949) 347 -2472 Email: Erna: Federal ID No. Email: Federal ID No. i1ROKER: With a copy to: Woodruff, Spredli.n & &ear Attn: David Rendi., Cit Att Tide: Fir Address: 555 Anton Blvd., sur0 Costa Mesa, CA 92626 Telephone:1 ) Facsimite:(714) 558 -7300 Email: son, DeMar tin: Andrew P Federal ID No. 8reker /Agent -DRE License es :o, Tidus s Peckenpaugh rnstein, Esq. ss: 2030 Main Street, Suite 1200 Itv.ne, CA 92514 Telephono:(949) 851 -7446 Fact mils:(949) 752 -0597 Emeltabernstein@jdtnLaw.com Federal ID No. Eroke#Agenl0 - Llsense-4. NOTICE: These forms are often modified to meet changing requirements of taw and Industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213) 687.8777. Fax No.:(211) 887 -8618. INITIALS J Copyright 2001 - By AIR Commercial Real Estate Assocralian. All rights reserved. No part of these works may be reproduced In any farm without permission in writing. INITIALS 02001- AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 13.3110E EXHIBIT A LEGAL DESCRIPTIONS OF AREA 7 AND AREA 9 1142933.1 LTBKF iKal r,s. 5ul.nns'hLMANIS April 19, 2013 DKr No. 20122006 -13 • Page I oi•2 LEGAL DESCRIPTION OF AREA NO, i Tustin, CA Portion of,lpN 430 -282.1 Real property situated in the City of'rus[in, :County of Orange, Stale of California, described as follows: Being n'punion of I'.ARCEL.W-F4 as said pared is described in Iltat certain doctuncnl entitled "SIIoR -r FORM NOTICE OF LEASE IN FURTHERANCE OF CONVIIYANCR" filed for record on May 14, 2002 in pm No. 20020404590, Reeorils of Orange County, more Particularly describc•ns billows; COMMENCING at the most nurthedy corner of said PARCEL IV-1-4; Thence :tang thenorthcastetly line of said PARCEL IV -1 -4, South 49 °11150" Gast, 3$'1,01 lout;. Thence leaving said nordtcasiery line, Seelli 40"4031.6" West, 325.27 feet try the Slntthwcsterly line of said PARCEL 1V -J-4; Thartc:dont! srid'sputhwcslcrIy line the following three (3) courses: I. North 49019'54 " West, I2_9.9Sleer to the beginning of a tangent cer ve enlea\ C to the nnrthe4a4 having a radius of 3092.59 feet; Along said crve, through n corral angle of 29 S'04 ",:litr an nie leingth of 124.26 feet to the beginning ofa rcveae curve living a radius of 3104.59 feel; 3. Along said reverse curve, through a deturnfangle oi2"18'03 ", for an arc lengdrof 124,tt3 t ;:et; Thence leaving said southwesterly line and racing the northwesterly line ot'said PARCEL IV,J -4 rue following four (4)•etiorscs: I. North 04 °22'13" Wrsr..13.33 feel; 2. North 40'40'0" last, 237,97 feel; 3. North $S °)0'o5" East, 21.21 feet; • 4. North 4090106" I ?:rst, 43.35 fu[ to the POINT or' imorNNINO. raw. .1 dfz. Comninin! an area of 129,g0Isyunit lice or 2.980 aces more or Tess. Being a portion of Assrssur's INncci Number 430 -232 -1 .At shown on "Schelh :Il' I" matched bereft and made t part hereof. For: IiILC Cngineera fly Davis ll2rosh, P.L.S. No. 6S611 License expires: 09-30-2014 Dale: K ?Su12t2NlOra13 AfliPlaud Spa y114.01 A IARLLf iAl .SI AM) EXCIIANCJE 7a00 4- t9•Le:t3 Page 2 of 2 In 4 ft =3100.59' G- r1R'DS' L =124.(13' R =3092.59' 0=2'10'08" Lw124.26' 40'40'06" Y7 (R) 1.1494611)0149Palt c10140 N 40'40'08" C 237.97 N 0422'13' W • 3533' 'NN 40'40'11" E (R) N 85'40'05" E V.21' N 40'40'06" E 43.35' LAND EXCHANGE AREA NO. 7 129,801 sq.(1.t. 2.980 acres± PARCEL IV -J -4 DOC. NO. 20020404590 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430 - 282 -11 5 40'40'06- W 125.27' PROPOSED AREA 10. K: \$L402 \112001 -13 PLATS \LAN SWAP 7.0WG P.O.D. CITY OF TUSTIN APN: 430-282-26 N b r at LEGEND P.O.D, POINT OF DECINNING' PLAT TO ACCOMPANY LEGAL DESCRIPTION tit' 1 Wins wuImam= 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92660 714 - 415 -0500 714 -415 -0599 (FAX) Subject SCIIEDULE I LAND EXCHANGE AREA 7 Job No 20122006 -13 ay !i1___ Date 4f19/13 Chkd. S „_ SHEET I OF t .10BRF meet„, ip)IL D PtANbtk% I.EaAl: Dr SCRIN91ON OF AREA NO. 9. 'Testis, CA Minion of APN: '130- 282 -13 April 19,2013 IMF No. 20122006.13 Poet I of 2 Rail property situated in the City of Tustin, County ofOrange, Stmt urCnlifornln, destribet3 as follows: Being all of PARCEL I -E _3 as ,,till parcel Is deseribed in that certain drxument entitled "QUITCLAItrl DEED E AND ENVIRONMENTA). RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471" filed for record on May 14, 2002 In Due. No: 20020404595, Records of Orange County, more purl letdarty described as follows; COMMENCING at the most suothataerly comer or said PARCEL I -E-3; Thence nlung the southeasterly line of said PARCEL 1.63 the roudwin ; ns o (2) courses: I. South 40'40'06" West; 123.89 feat; ?. SnutlrS7 °33'50" Wcs4 36.69 feet to the sendhsvuste:9y link nfsaid PARCEL. 1 -E -3; 'I bunco leaving i.:id wxrthun,ler;y line and .ham. avid southwesterly line the litllawinf eight (:r): courwas; • 1. 2. North 45 10'56" Wed, 9.92 feet In the ItegInniug ol'a tancutt atry . concave northeasterly, having a radius of 143.MIleut; Northcnstedy along szid curve, ihrungh a ce tral:ugh: of 12'4ft' 19 ", for on an: length of 31.99 feet; 3, North 32°2477" West, 28.61 feet to the hegiuuing of a 0mgdnt carve. concave soulhwcsterty, having u Troilus of•f59.5O reel; - Kotthwesterly along said curve, through a central angle 0G 11 °25116 ", for an are length of 31.70 5, North 4:749'53" West, 42.1'1 &a to the beginning of n einge n curve. concave sutalovestel ly; having radius or 1464.04 Net 6. Northwesterly along said cave, through a canral angle or 05'30'1 I•, for an arc length of 140.62 feel; 7, North 49`20'04" West, 1:5.29 feet; S...'Noah 04 °20150" Weat,36.78 Fact to Coe northwesterly lice nl'Haiti PARCEL. 1.12.3; 'fhome leaving said sottl)tenat:dy line mid along saki north tecsterly lice the following three (3) equenes: I. North 40 °3X'29" East, 50.006:6; 7. Sandi 49'21'31 " l last, 12.00 )deb .3, North 40 433"29" East, 41.13 felt to Ore mulhenstetly.11ne of said PARCEL I -E -3; Page I o12 Thence leaving said northwesterly line and nitmit said northeasterly line, South 4'Pl 754" Hass, 333.24 feat In the POINT OF [IHGINNINCi. Coniaininp on area of 43,597 square feel or 1.031 auto. more nr less. Beals a portion orAssessor's Panel Number 430 - 282.13 As shown on "Schedule I" atinched hereto and made a purl hereof. For. B1CF linttincers fly: Davis'lluesh, P.L.S. No. 6$68 Licansn a pires:0'9 -30 -2914 Uaii: - 4 - 1 I:- to II 3 RA.Swt3'.1210a6.1.1 MEP land Smor PtN1VGLNAI \'d, COMMAND t r's'ANia V.do: Page 2 of 2 LB / b L7 -LB L1 R =1494.04' 6= 5'10'11" L =140.82' 13 C2 L2 C1 _I- S 87'33'50' 'N Ll� 38,,E91 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT za APN: 430- 282 -13 PARCEL 1 -E-3 DOC. NO. 20020404595 14 LAND EXCHANGE AREA NO. 9 �.` 43,597 sq. ft.t 1.001 acres ± LEGEND P 0.0 P.O.P. POINT OF BEGINNING S 4040'064 W 123,89' Lwt+OROS.WG9€ ROM PROPOSED AREA 7 SOUTH 'ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430- 282 -11 H: \8JR12 \I2200 -13 (PLATS \LAND SWAP 9.0WC CITY OF TUSTIN APN: 430 -282-26 CURVE TABLE CURVE RADIUS DELTA LENGTH Cl 143.50' 12'48.10" 31 $9' C2 • 150.50' 11.2510•' 31.79' UNE TABLE LINE BEARING LENGTH L1 N 4510'56" VI 9,82' 1.2 N 52'24'37' W 78,81' 13 N 43'49'53m V1 42,11' L4 N 49'20'04" W 15,29' 15 t1S4'Q150' W 36.7W LB N 40'38;49" E 5Q.00' L7 5 49'21.31" E 12_00' LB H 40'38'29" E 41,11 I PLAT TO ACCOMPANY LEGAL DESCRIPTION s�BkF AIMS IMAMS COO SOUTH MAIN STREET SUITE 020 ORANGE, CA 9286B 714- 415 -0500 714 -415 -0599 (FAX) Subject SCHEDULE I LAND EXCHANGE AREL9 Job No 20122008 -13 By E Date 4/19113 Chkd YJS-1 SHEET 1 OF I