HomeMy WebLinkAbout10 APPROVE AMENDMENT TO DDA - STANDARD PACIFICAgenda Item 10 Reviewed: AGENDAREPORT City Manager Finance Director N/A MEETING DATE: JUNE 17, 2014 TO: JEFFREY C. PARKER, CITY MANAGER FROM: CITY MANAGER'S OFFICE — ECONOMIC DEVELOPMENT DIVISION SUBJECT: AMENDMENT NO. 1 TO TUSTIN LEGACY DISPOSITION AND DEVELOPMENT AGREEMENT FOR DISPOSITION PARCELS 1 B & 6A SUMMARY: First Amendment to the Tustin Legacy Disposition and Development Agreement (DDA) for Disposition Parcels 1B & 6A between the City and Standard Pacific Corporation (Developer). The Amendment would ratify the action taken by the City Manager with respect to the Soil License Agreement and the Site License Agreement. RECOMMENDATION: It is recommended the City Council take the following actions: 1. Approve the attached Amendment No. 1 to Tustin Legacy Disposition and Development Agreement for Disposition Parcels 1 B & 6A; and 2. Authorize the City Manager to execute this First Amendment. FISCAL IMPACT: No fiscal impact, the proposed action does not change the agreed upon conveyance price or fees in the original DDA. CORRELATION TO THE STRATEGIC PLAN: The proposed agreement is consistent with Goal A.1.b (Facilitate and Complete Land Transactions for Early Development Opportunities). BACKGROUND: The City and Developer entered into a DDA for Disposition Parcels 1B & 6A dated March 11, 2014 in which the City agreed to sell and the Developer agreed to purchase, Parcels 1B & 6A. Pursuant to the original DDA, the parties agreed to enter into a Soil License Agreement as of the Close of Escrow for the purpose of allowing the Developer City Council Meeting - June 17, 2014 1 st Amendment to DDA, Parcels 1 B and 6A (Standard Pacific Corp.) Page 2 of 2 to export and import soil from a defined area on adjacent City -owned property for the ultimate development of Parcels 1 B & 6A. The City and Developer entered into the above referenced Soil License Agreement (Exhibit No.1 to the First Amendment) dated June 10, 2014. The form of the Soil License Agreement has been modified from the form attached to the original DDA as Attachment 23, which has been executed by the City Manager pursuant to authority granted under Section 17.11.3 of the original DDA. In addition, pursuant to the original DDA a Site License Agreement (Exhibit No.2 to the First Amendment) dated June 10, 2014 was executed which allows the Developer entry onto the property to carry out grading work and limited horizontal improvements prior to the close of escrow. The Site License was entered into pursuant to Section 8.2.3 of the original DDA, and was executed by the City Manager pursuant to the authority granted in Section 17.11.3 of the original DDA. The recommended action by the City Council would ratify the Soil License Agreement, the Site License Agreement, and actions taken by the City Manager. With the execution of the Site License Agreement and the Soil License Agreement, the Developer shall obtain and maintain environmental insurance coverage for the Property including coverage for loss, remediation expense, legal defense expenses, and naming the City as a named insured to address pollution risks. The Developer's insurance. may contain exclusions from coverage relating to known pre- existing conditions and /or conditions that are discovered during development on the Development Parcels. The City has environmental and pollution insurance for pre- existing conditions which covers all City -owned properties at Tustin Legacy. John Buchanan De Director, Economic Development -City Manager's Office Attachment 1 - Amendment No. 1 to DDA for Disposition Parcels 16 & 6A Attachment 1 Amendment No. 1 to Tustin Legacy Disposition and Development Agreement for Disposition Parcels 1 B & 6A AMENDMENT NO. 1 TO TUSTIN LEGACY DISPOSITION AND DEVELOPMENT AGREEMENT FOR DISPOSITION PARCELS 1B & 6A This AMENDMENT NO. 1 TO TUSTIN LEGACY DISPOSITION AND DEVELOPMENT AGREEMENT FOR DISPOSITION PARCELS 1B & 6A (this "Amendment ") is entered into as of June 17, 2014 (the "Amendment Effective Date ") by and between the CITY OF TUSTIN (as more fully defined in the Original DDA (defined below), "City") and Standard Pacific Corporation, a Delaware corporation (as more fully defined in the Original DDA, "Developer). The City and Developer are sometimes referred to herein individually as a "Party" and collectively as the "Parties ". RECITALS A. The City and Developer entered into that certain Tustin Legacy Disposition and Development Agreement for Disposition Parcels 1B & 6A dated as of March 11, 2014 (the "Original DDA ") pursuant to which, among other things, the City agreed to sell, and the Developer agreed to purchase, the Property (as defined in the Original DDA.) Initially capitalized terms not defined herein shall have the respective meanings assigned to such terms in the Original DDA. The Original DDA as amended by this Amendment is referred to herein as the "Agreement." B. Pursuant to the Original DDA, the Parties agreed to enter into (a) a Soil License Agreement as of the Close of Escrow, permitting Developer to export and import soil from certain adjacent property owned by the City and (b) a site license agreement as described in Section 8.2.3 of the Original DDA ( "Site License Agreement') allowing Developer entry onto the Property to carry out the Grading Work and certain additional Horizontal Improvements prior to the Close of Escrow. C. The actions described in Section 1 and the agreements described in Section 5 of this Amendment were approved by the City Manager pursuant to Section 17.11.3 of the Original DDA, which authorizes the City Manager to issue interpretations with respect to the Agreement and to approve waivers and extensions of time for performance under the Agreement. D. In connection with entry into the Soil License Agreement and the Site License Agreement and to ratify the actions of the City Manager with respect to Section I and Section 5 of this Amendment, the City and Developer desire to amend the Original DDA in order to modify certain obligations of Developer related to provision of pollution legal liability insurance. AGREEMENT NOW THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated in the operative provisions of this Amendment by this reference, and other good Amendment I to DDA for Disposition Parcels No. I B and 6A I City of Tustin/Standard Pacific Corp. First Amendment To DDA 06 -09 -14 FINAL(Agd).Docx June 17, 2014 and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties further agree as follows: I. Modification to Section 11.1.4 of the Original DDA. Section 11.1.4 of the Original DDA is hereby deleted and replaced with the following: "11.1.4 Environmental Insurance. Concurrently with the execution of the Site License Agreement, Developer shall obtain and shall thereafter maintain environmental and pollution legal liability insurance coverage for the Property, including coverage for loss, remediation expense and legal defense expenses, and naming the City as a named insured to address pollution risks at the Property; provided that notwithstanding anything to the contrary set forth herein, the City acknowledges and agrees that such insurance may contain exclusions from coverage relating to known pre- existing conditions and /or conditions that are discovered during development on the Development Parcels. Such policy shall comply with the following requirements: (a) The policy shall be written by the insurance company selected by Developer and approved by the City, which approval shall not be unreasonably withheld, and which insurer(s) shall have a Best's rating of A-/VII or better; (b) The policy shall provide Five Million Dollars ($5,000,000) in coverage, subject to a maximum One Million Dollar ($1,000,000) deductible per claim, to protect against Claims and loss from liability relating to known and unknown conditions on the Property for a 10 -year term for pre- existing conditions and a 5 -year term for new conditions (measured from the issuance date of the policy); and (c) The policy shall be paid for in full at the time of issuance and shall be endorsed as non - cancelable by Developer without the written consent of the City in its sole discretion to such cancellation and, to the extent available, shall contain a waiver of subrogation for the benefit of the City. As such, Developer's obligation to maintain environmental insurance pursuant to this Section 1 1.1.4 shall survive the termination of this Agreement following the Close of Escrow for the term required for such insurance policy pursuant to Section 1 1.1.4(b). (d) Developer shall name the City as an additional insured with respect to any additional environmental and pollution legal liability insurance coverage Developer acquires for the Property, the Developer Parcels or any portion thereof and to the extent such policy is prepaid, shall not modify or terminate such policy following the termination of this Agreement. The provisions of this Section 11.1.4 shall survive the termination of this Agreement." 2. Expiration of Due Diligence Period. The Developer acknowledges and agrees that the Due Diligence Period has expired without provision by Developer of a Diligence Termination Amendment 1 to DDA for Disposition Parcels No. 1 B and 6A 2 City of Tustin /Standard Pacific Corp. First Amendment'ro DDA 06 -09 -14 FINAL(Agd).Docx June 17, 2014 Notice and therefore, Developer is deemed to have approved all of the Due Diligence Matters and to have waived its right to object to any Due Diligence Matters. 3. Bill of Sale. The Bill of Sale to be delivered at the Close of Escrow shall include an assignment by City to Developer of all Intangible Property. 4. Performance of Acts on Business Days. In the event that the final date for payment of any amount or performance of any act under the DDA falls on a day other than a Business Day, such payment may be made or act performed on the next succeeding Business Day. 5. Ratification of License Agreement. The City and Developer have entered into that certain Soil License Agreement dated as of June 10, 2014, a copy of which is attached hereto as Exhibit 1 (the "Soil License Agreement "). The form of the Soil License Agreement has been modified from the form attached to the Original DDA as Attachment 23, and was executed by the City Manager pursuant to the authority granted under Section 17.11.3 of the Original DDA. The City and Developer have entered into that certain License and Agreement for Site Development dated as of June 10, 2014, a copy of which is attached hereto as Exhibit 2 (the "Site License"). The Site License has been entered into pursuant to Section 8.2.3 of the Original DDA, and was executed by the City Manager pursuant to the authority granted in Section 17.11.3 of the Original DDA. The City hereby ratifies the Soil License Agreement and the Site License Agreement in the forms attached hereto and the actions taken by the City Manager in causing the City to enter into the Soil License Agreement and the Site License Agreement. 6. Miscellaneous 6.1 Agreement Ratified. Except as specifically amended or modified herein, each and every term, covenant, and condition of the Original DDA as amended is hereby ratified and shall remain in full force and effect. Each and every reference to the "Agreement" in the Original DDA shall be deemed to refer to the Original DDA as amended by this Amendment. 6.2 Governing Law. This instrument shall be interpreted and construed in accordance with the laws of the State of California. 6.3 Binding Agreement. This Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, representatives, successors and permitted assigns. 6.4 Counterparts. This Amendment 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. tsignatures on following page) Amendment I to DDA for Disposition Parcels No. I B and 6A 3 City of Tustin /Standard Pacific Corp. First Amendment To DDA 06 -09 -14 FINAL(Agd).Doex June 17, 2014 IN WITNESS WHEREOF, City and Developer have executed this Amendment as of the Amendment Effective Date. Dated: • f p / 0 -MI I By:_�� Erica Rabe City Clerk Services Supervisor APPROVED AS TO FORM Q By: l �L David Kendig, City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City By: Amv E. I'moth6h CITY OF TUSTIN: IN DEVELOPER: Standard Pacific Corp., a Delaware corporation Name: Title: Name: " ` V Title: Amendment 1 to DDA for Disposition Parcels No. I B and 6A 4 City of Tustin /Standard Pacific Corp. First Amendment To DDA 06 -09 -14 FINAL(Agd).Docx June IZ. 2014 EXHIBIT 1 SOIL LICENSE AGREEMENT [attached] SOIL LICENSE AGREEMENT This Soil License Agreement ( "Agreement') is made as of June 10, 2014 (the "Effective Date ") between the City of Tustin ( "City ") and Standard Pacific Corp., a Delaware corporation ( "Licensee "), (collectively, the "Parties ") as set forth herein: RECITALS WHEREAS the City owns certain property located in Tustin, California, as depicted on Exhibit "A attached hereto (the "City Property "); WHEREAS concurrently with the execution of this Agreement, Licensee has acquired from the City certain real property located in Tustin, California more particularly depicted on Exhibit B attached hereto (the "Development Parcel ") pursuant to that certain Tustin Legacy Disposition and Development Agreement for Disposition Parcels 1B and 6A by and between the City and the Licensee dated as of March 11, 2014 (the "DDA ") (initially capitalized terms used and not defined herein shall have the meanings set forth in the DDA); WHEREAS in connection with the acquisition of the Development Parcel, Licensee wishes to (i) remove previously stockpiled soil from the City Property in the amount required for grading of the Project in accordance with the Approved Plans for the Grading Work (each as defined in the DDA), but in no event more than 650,000 cubic feet, and transport such soil onto the Development Parcel to use as fill dirt in connection with the grading and development of the Development Parcel (the "Import Activities "); and (ii) export soil spoils resulting from the finished grading and development of the Development Parcel to the City Parcel (the "Export Activities ") (the Import Activities and the Export Activities are collectively referred to as the "Activities "); WHEREAS the City desires Licensee to complete such Activities in an expeditious manner subject to the terms and conditions set forth in this Agreement: WHEREAS this Agreement is required to be executed and delivered by the Parties pursuant to the DDA, and without which the Licensee would not acquire the Development Parcel from the City. TERMS AND CONDITIONS NOW, THEREFORE, in consideration of the mutual promises and covenants of the parties contained herein, the City and Licensee agree as follows: 1. Grant of Access for Activities. Subject to the terms of this Agreement, the City hereby grants Licensee and each of its authorized representatives, consultants and subcontractors a non - exclusive license ( "License ") to enter the City Property for the purpose of performing the Activities, as defined above. Licensee may cause any soil within the City Property to be tested for the presence of any Hazardous Materials or other unsuitable material, and for its geotechnical suitability to be used as fill soil in connection with the grading and development of the Development Parcel (collectively, "Soil Tests "). As to soil which was not brought to the City Property by Licensee, Licensee may reject and leave on the City Property any soil which it deems to be unsuitable for its purposes in its sole and absolute discretion. In the conduct of the Soil License Agreement City of Tustin/Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Docx -1- June 10, 2014 Export Activities, Licensee shall not export to the City Property any soils originating from a location other than the City Property or the Development Parcel. During the term of this Agreement, Licensee will exercise reasonable efforts to avoid any material interference with use and enjoyment of the City Property by the City, and shall maintain the City's ability to access the City Property at all times, except for the types of interference and access limitations customarily associated with the Activities. After expiration or termination of this Agreement, Licensee will not interfere with the use and enjoyment of the City Property by the City or any occupant or invitee on the City Property. Licensee acknowledges that the City makes no representations or warranties as to the condition of the City Property, the soil located thereon, any hazards that may be present on or below grade at the City Property, or otherwise; and that Licensee's use of the City Property and the soil thereon is subject to the City Property's as is, where is, condition. Licensee further acknowledges that the Activities will be performed at Licensee's risk. It is the intent of the Parties that soil to be exported by Licensee pursuant to this Agreement is soil currently stockpiled on the City Property and Developer shall not excavate below the original grade of the City Property. 1 Term; Nature of License. 2.1 Commencement of License and Agreement. The term of this Agreement and the License shall commence as of the Effective Date. However, Licensee may not enter the City Property or commence the Activities until each of the following has occurred: (a) the execution of that certain License and Agreement for Site Development ( "Site License Agreement ") of even date herewith by the Parties in a form mutually acceptable by the Parties; (b) the City's issuance of grading permits with respect to the grading work described in the Site License Agreement ( "Grading Permit "); (c) provision by Licensee of one or more Performance Bonds in favor of the City as obligee securing Licensee's obligations to perform the grading work under the Grading Permit; (d) execution of any subdivision improvement agreement required by the City in its Governmental Capacity as a condition to commencement of the Activities, if any; (e) provision of the insurance required by this Agreement, and (f) the satisfaction of all other conditions to commencement of the Activities described in the Entitlements, the DDA and the Schedule of Performance. 2.2 Pre -Close of Escrow. For the period prior to the Close of Escrow this License shall be a non - exclusive, revocable license and the License and this Agreement shall automatically terminate upon the occurrence of either of the following: (a) the termination of the Site License Agreement and /or the DDA prior to Close of Escrow or (b) 5:00 p.m. on the Outside Closing Date (as the same may be extended pursuant to Section 7.1 of the DDA) provided that Close of Escrow has not then occurred. In addition, prior to the Close of Escrow, the License granted by this Agreement may only be revoked by the City, by provision of written notice to Licensee, (a) during the continuation of any default by Licensee of the terms of this Agreement beyond the notice and cure period set forth in Section 18 below or a default by Licensee under the Site License Agreement beyond the notice and cure period set forth therein, and (ii) at any time if the City determines, in its sole and absolute discretion, that the conduct or activities of the Licensee create health or safety concerns requiring stoppage of the work, and the License and this Agreement shall not be revoked for any other reason. If Licensee disputes the City's revocation of the License pursuant to clause (i) above, Licensee shall have the right to provide the City with written notice within three (3) calendar day(s) following delivery of such revocation notice setting forth Licensee's basis for the dispute. Licensee and City shall meet and Soil License Agreement Tustin/Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Docx -2- June 10, 2014 confer within five (5) Business Days from the delivery of Licensee's notice, in order to identify specific actions and remedies to be taken by Licensee to cure the default asserted by the City and provided that Licensee agrees in writing to take such actions and to promptly prosecute them to completion in a manner satisfactory to the City in its reasonable discretion, the City shall not unreasonably withhold the reinstatement of the License and this Agreement. 2.3 Post -Close of Escrow. Following the Close of Escrow, this License shall constitute a license coupled with an interest, and shall be irrevocable except pursuant to the termination provisions set forth herein. The License to conduct the Import Activities on the City Property shall terminate upon the earlier of (i) eighteen months from the Effective Date, (ii) the completion of the Grading Work, or (iii) the earlier termination of the DDA. Upon termination of the License to conduct the Import Activities, this Agreement and the License granted hereby shall terminate with respect to the Import Activities and all portions of the City Property other than areas identified for Export Activities in the City approved Work Plan or Supplemental Work Plan, as applicable. The License to conduct Export Activities shall terminate upon the earlier of (i) the issuance of the Certificate of Compliance by the City under the DDA, or (ii) the earlier termination of the DDA. In addition, City shall have the right to immediately terminate this Agreement and the License by written notice to Licensee in the event of a material breach of this Agreement by Licensee, which breach is continuing following receipt of written notice by Licensee and the expiration of the applicable cure period under Section 14.2.1 or 14.2.2 of the DDA. Sections 6 and 8 shall survive termination of this Agreement. 2.4 Nothing in this Agreement shall create or constitute an easement or interest in the City Property and this Agreement shall be considered nothing other than a license as set forth herein. 3. Work Plan. Prior to commencement of the Activities, Licensee shall submit for review and approval by the City, a work plan setting forth the location, schedule and extent of Licensee's proposed Activities (the "Work Plan "). The Work Plan shall include a description of the condition of the City Property at the completion of each of the Import Activities and the Export Activities and shall include typical conditions required by the City with respect to license activities, such as applicable mitigation requirements related to noise, air quality, NPDES permit compliance, access etc. The Work Plan shall separately identify the area for Import Activities and the area for Export Activities. The Export Activities area within the License Area shall be minimized to the greatest extent feasible. Upon execution of this Agreement, and documentation confirming the insurance requirements provided for in Section 9 below, Licensee is permitted to perform the Activities in the Work Plan within the portions of the City Property designated for such use in the Work Plan. Should Licensee propose additional Activities, Licensee shall prepare a supplemental work plan specifying the proposed Activities and a schedule for them ( "Supplemental Work Plan "). The City shall review and if not approved, provide comments, if any, to Licensee within ten (10) Business Days after receiving the Supplemental Work Plan. If City does not provide comments to Licensee within such period or any agreed upon extension of such time, then Licensee is permitted to perform the Activities in the Supplemental Work Plan. All work, whether pursuant to the Work Plan or a Supplemental Work Plan, shall be performed by Licensee at no cost to the City. Licensee's work on the City Property will be coordinated and performed with the work contemplated in the Site License Agreement and DDA. Soil License Agreement Tustin/Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Doex -3- June 10, 2014 4. Data Sharing. Licensee agrees to provide the City with copies of all Soil Test results. 5. Haul Routes. In conducting the Activities, Licensee shall utilize haul routes between the City Property and the Development Parcel in locations approved by the City. Once established, haul routes may be modified or relocated by the City, provided, -that haul routes are at all times available to the Licensee, and such haul routes are reasonably accessible by Licensee's grading equipment, dump trucks and other equipment. 6. Repair of City Improvements. In the event that Licensee's conduct of the Activities damages or destroys any improvements located on the City Property or on public streets or rights of way, Licensee shall repair such damage to as near a condition as existed prior to the conduct of the Activities as is reasonably practicable at Licensee's sole cost and expense. 7. Compliance with Plans and Laws. Licensee shall perform the Activities in accordance with the Approved Plans for the Grading Work approved by the City in accordance with the provisions of the DDA and shall conduct the Activities in a manner consistent with such Approved Plans and the Work Plan and Supplemental Work Plans, if any. Licensee shall comply with all laws, regulations, ordinances and orders that apply in any manner to the Activities and for any permits that may be required to perform the Activities and with all mitigation measures set forth in applicable Mitigation Monitoring and Reporting Plans for Tustin Legacy and the Project. Notwithstanding the foregoing, and except for the routine reporting of data incident to a permit application, should Licensee discover conditions on the City Property during the Activities that Licensee believes may require reporting to any Governmental Authority (local, regional, state, or federal), Licensee shall, as promptly as reasonably practical, advise the City of such discovery and thereafter provide City with the field and /or laboratory data pertaining to such discovery. The City shall be responsible for making whatever report or reports may be required in light of such discovery(ies). 8. Indemnity. Licensee will defend and indemnify City, its officers, agents and employees (collectively, the "Indemnitees "), from and against all actions, claims, costs, damages, fees, liabilities, losses and expenses, including reasonable attorneys' fees and experts' fees (collectively, "Claims "), resulting directly from the Activities and /or Licensee's entry onto the City Property, including without limitation, any Claims by Licensee, its officers, agents or employees arising out of an alleged dangerous condition of the City Property. Notwithstanding the foregoing, Licensee shall not be responsible and shall have no obligation to defend or indemnify the Indemnitees to the extent a Claim relates to or arises from (a) the active negligence, gross negligence or willful misconduct of an Indemnitee and /or (b) the mere discovery of existing conditions, contamination or hazardous materials at, on, under or emanating from the City Property. If the City is served or otherwise presented with a Claim or potential Claim for which it believes it is entitled to defense and /or indemnity under this Paragraph, City will notify Licensee of such Claim or potential Claim within ten (10) Business Days of receipt of such claim. Selection of counsel and defense of a Claim shall be conducted in accordance with the provisions of Section 10.8 of the DDA. The provisions of this Section shall survive termination of this Agreement. Soil License Agreement Tustin /Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Docx -4- June 10, 2014 9. Licensee's Insurance. Throughout the term of this Agreement, Licensee shall maintain and require its subcontractors involved in the Activities to maintain the following insurance coverage: a. Comprehensive General Liability Insurance, in an amount of not less than $5,000,000 per occurrence (Licensee) and $1 million per occurrence (subcontractors, if not covered by Licensee's wrap insurance coverage); b. Automobile Liability Insurance in an amount of not less than $2,000,000 per occurrence (Licensee) and $1 million per occurrence (subcontractors, if not covered by Licensee's wrap insurance coverage); C. Workers' Compensation Insurance adequate to meet the statutory requirements of all jurisdictions having authority over such claims, including, but not limited to, the State of California, and Employer' s Liability Insurance in an amount of not less than $1,000,000 per occurrence (Licensee) and $500,000 (subcontractors, if not covered by Licensee's wrap insurance coverage); and d. Contractor Pollution Liability Policy with a limit of liability of not less than $5,000,000 per occurrence and in the aggregate issued by an insurance company with a rating of not less than A.M. Best A- (excellent), VII, and naming the City as an additional named insured and with a waiver of subrogation in favor of the City and without exclusions from coverage relating to pre- existing conditions (whether known or unknown) and /or conditions that are discovered during the Activities. e. Prior to coming on to the City Property pursuant to this Agreement, Licensee shall provide the City with a certificate or certificates of insurance evidencing the foregoing coverages and with a blanket policy endorsement adding the City, its officers, managers, employees, elected officials, and agents as additional insureds to the Comprehensive General liability coverage. The certificate(s) of insurance shall be on an industry- standard Accord form; the endorsements shall be on the carrier's additional insured form and either: (a) the endorsement shall provide that the insurance shall not be cancelled or terminated for any reason except upon not less than ten (10) days' notice to City, or (b) Licensee shall provide evidence that the full premium for each policy has been paid in full (e.g., the effectiveness of the policy is not subject to future monthly payments of premiums or financing). The Workers Compensation Insurance coverage shall be endorsed to waive subrogation rights against the City and its officers, managers, employees, elected officials, and agents. Licensee shall be responsible for all self - insured retention or deductible amounts due under the foregoing policies. 10. No Liens. Licensee shall bear all costs relating to the Activities. Licensee and its contractors shall not incur any liens against the City Property in connection with the Activities or in any way attributable to the acts of Licensee or Licensee's agents or subcontractors on the City Property. Licensee agrees to indemnify, defend, and hold City harmless from any such liens and /or claims of liens for Activities performed, materials furnished, or any other activities under control of Licensee or its agents or subcontractors which, pursuant to the laws of California, may become a lien on the City Property. Should any lien be filed against the City Property in connection with Licensee's Activities, Licensee may bond around the lien as part of disputing Soil License Agreement Tustin/Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27.14 FINAL.Docx -5- June 10, 2014 the lien with the party asserting the lien. The provisions of this Section shall survive termination of this Agreement. 11. Notices. All notices required by this Agreement shall be provided in writing and shall be deemed received when (a) personally served, (b) two (2) days after being sent by registered or certified mail, return receipt requested, postage or charges prepaid, or by recognized overnight carrier, or one (1) day after receipt by facsimile machine or electronic mail, with transmission and receipt acknowledged in writing, and addressed to the party for whom intended at such party's address herein specified, or at such other address as such party may have substituted therefore by proper notice to the other. Notice to Licensee shall be sent to: Michael Battaglia Standard Pacific Corp. 15360 Barranca Parkway Irvine, CA 92618 mbattagliaaa stanpac.com With a copy to: F. Kevin Brazil, Esq. Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 kbrazil@rutan.com Notice to City shall be sent to: Jeffrey Parker, City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 jparker @tustinca.org With a copy to: David Kendig, City Attorney 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 dkendiga,wss- law.com and: Armbruster Goldsmith & Delvac LLP Attn: Amy E. Freilich, Esq., Special Counsel 11611 San Vicente Blvd., Suite 900 Los Angeles, CA 90049 Fax: (310) 209 -8801 amvCcr�,agd- landuse.com 12. Condition of City Property at Termination of License Agreement. At the termination of the License and this Agreement, Licensee shall (a) remove its property from the City Property including without limitation all Hazardous Materials it brought to or is required to Soil License Agreement Tustin /Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Docx -6- June 10. 2014 remove from the Premises in accordance with this Agreement; (b) report, contain, remove and Remediate any land, air or water pollution resulting from the Activities; (c) deliver the City Property to the City in lien free condition; and (d) cause any area used by Licensee within the City Property to be delivered in a condition consistent with the City's Erosion Control Plan dated 13. California Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 14. Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute a single instrument. Duly executed signatures to this Agreement may be delivered by facsimile or electronic mail, and signature pages delivered by such method shall be deemed equivalent to and of the same force and effect as original signature pages. 15. Authorization of Signatories. Each of the undersigned represent that he or she is fully authorized to execute this Agreement on behalf of the entity named above his or her signature. 16. Entire Agreement. This Agreement constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede any previous agreements, understandings or promises, whether oral or written, regarding such subject matter. This Agreement may be modified only by a written instrument executed by the parties. 17. Assi nment. This Agreement shall not be assigned except with the prior written consent of the City. 18. Default Procedure. Prior to the Close of Escrow, a non - defaulting party (the "Non- Defaulting Party ") at its discretion may elect to declare a default under this Agreement in accordance with the procedures hereinafter set forth for any failure or breach of any other party ( "Defaulting Party ") to perform any material duty or obligation of said Defaulting Party in accordance with the terns of this Agreement. However, the Non - Defaulting Party must provide written notice to the Defaulting Party setting forth the nature of the breach or failure and the actions, if any, required by the Defaulting Party to cure such breach or failure. The Defaulting Party shall be deemed to be in "default" of its obligations set forth in this Agreement if the Defaulting Party has failed to take action and cure the default within five (5) Business Days after the date of such notice. Soil License Agreement Tustin/Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Docx -7- June 10, 2014 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of date written above. ATTEST: gin Erica Rabe City Clerk Services Supervisor APPROVED AS TO FORM an David Kendig, City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City 21 Amy E. Freilich DEVELOPER STANDARD PACIFIC CORP., a Delaware corporation By: _ Name: Title: CITY OF TUSTIN 0 Jeffrey C. Parker City Manager Soil License Agreement "rustin /Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Doex -8- June 10, 2014 EXHIBIT A (Map of City Property) Soil License Agreement Tustin/Standard Pacific Corp. Tustin SPC Soil license Agreement 5.27 -14 PINAL.Docx -9- June 10, 2014 �w P 4 / LL� r K � / or w l- a UQ W I Q1 I. "— IISV,ti- NOdNd.J Shat d.- O r'` O� �o �_ ax �axoetvvt �_ �W 'o LL e U� r_ as � a W j Y N O� F z NQ W S U F Z O Q 2 uk 1=w o 3 ci Frc ova a o auk am m o r 1 r�%rl rjjl or L J : U6 6p0 _ try �Ws �6Ar°:wl V hI , Uw W � N J O P CD IL �Ws �6Ar°:wl V hI , EXHIBIT B (Map of Development Parcel) Soil License Agreement Tustin/Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 PINAL.Docx -10- June 10, 2014 LEGAL DESCRIPTION In the City of Tustin, County of Orange, State of California, being all of Lots 8 through 14, inclusive, Lots MM through VV, inclusive, Lots CCC, DDD, 000, ZZZ and 00000 of Tract No. 17404 as per map filed in Book 907, Pages 6 through 42, inclusive, of Miscellaneous Maps, in the office of the County Recorder of said county. As shown on bi /t "B" attached hereto and by this reference made a part hereof. WDF� 9G Robert L. Wheeler IV, L.S. 8639 Date: I�Z.sfli — 0 9 Revised January, 28, 2014 January 10, 2014 WO No. 252 -86X Page 1 of 3 H&A Legal No. 8189 By: K. V o Checked By: R. Wheeler Sketch to Accompany Legal Description LOT FFFF TRACT NO. 17404 LOT CCC � LOT DOD LOT SS °mac 13 LOT VV c�� O,/ LOT FFFF LF 14 P�� GGGG LOT RR JJ 11 C T °�0 �0 <<OT till � SOT l° 12 0 8 °° Q? �G / 10 O~ O 9 M.M. 90716 -42 L OT Pp / JAMBOREE ®&ASSOCIATES I R V I N R V N E, I N C EXHIBIT PLANNING ENGINEERING SURVEYING Twee Hugh. • kwe G 93618 . PH (949) 58}1018 M' (949) 58}°959 CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA DAM: 01 10 14 one 01 /28/14 1 'eY° R. WHEELER e K. VO SCALE 1"= 400 W.O. 252 -86X ME. I: Tustin Le ac \LD 8189 - 17507— CONVEY SHTO 1.dwg I HSA LEGAL No. 8189 SHEET 1 OF 1 EXHIBIT 2 SITE LICENSE AGREEMENT [attached] LICENSE AND AGREEMENT FOR SITE DEVELOPMENT THIS LICENSE AND AGREEMENT FOR SITE DEVELOPMENT ( "Agreement ") is made and entered into as of June 10, 2014 (the "Effective Date "), by and between STANDARD PACIFIC CORP., a Delaware corporation ( "Developer ") and the CITY OF TUSTIN (the "City "), with reference to the facts set forth below: RECITALS A. WHEREAS, the City and Developer have entered into that certain Tustin Legacy Disposition and Development Agreement for Disposition Parcels lB and 6A dated as of February 18, 2014 (the "DDA'), for the purchase by Developer of certain real property located in the City of Tustin, County of Orange, State of California, more particularly described on Exhibit "A" attached hereto and depicted on Exhibit "B" attached hereto (the "Development Parcels ") upon which Developer intends to construct certain residential improvements. Capitalized terms not otherwise defined herein shall have the meaning given in the DDA. B. WHEREAS, in connection with the acquisition and development of the Development Parcels, the City has agreed to grant a construction license to Developer in accordance with the provisions of Section 8.2.3 of the DDA to permit Developer to enter upon the Development Parcels prior to the Close of Escrow to commence the Grading Work (as defined herein). NOW THEREFORE, in consideration of the promises and mutual covenants, agreements and conditions hereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as set forth below. AGREEMENT 1. Recitals. The recitals set forth above are true and correct and are incorporated herein by this reference. 2. Term. The term of this Agreement and the License shall commence as of the Effective Date and unless extended by the Parties in writing or terminated earlier in accordance with this Agreement, shall remain in effect only until the earlier to occur of the following (the "Termination Date "): (a) the Close of Escrow under the DDA; (b) 5:00 pm on the Outside Closing Date (as the same may be extended pursuant to Section 7.1 of the DDA) provided that Close of Escrow has not then occurred; (c) the completion of the Grading Work; or (d) the fifteenth (15th) calendar day after Developer ceases to perform Grading Work upon the Premises, unless such failure to prosecute the work to completion is due to Force Majeure Delay. Upon the Termination Date, Developer shall return the Premises to the City in the condition described in Section 8.1 below and in the event the Close of Escrow under the DDA has not occurred, shall relinquish all right, title and interest in and to the Premises and any Grading Work performed and Developer and the City agree that any such Grading Work shall be transferred to the City without compensation to Developer and the City shall accept possession of any such Grading Work. Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx j June 10, 2014 3. Construction License. The City hereby grants to Developer and to the Developer Representatives a non - exclusive, revocable license (the "License ") over the Development Parcels ( "Premises ") for purposes of carrying out the Grading Work. Developer is granted control of the Premises for this purpose. Notwithstanding the foregoing, the License and this Agreement shall be revocable by the City prior to the Termination Date only in accordance with Section 19 of this Agreement. 4. Commencement of Work. Developer may not enter the Premises or commence the Grading Work until each of the following has occurred: (a) the execution of that certain Soil License Agreement ( "Soil License Agreement ") of even date herewith by the Parties in a form mutually acceptable by the Parties; (b) the City's issuance of grading permits with respect to the grading and incidental work proposed by Developer and approved by the City ( "Grading Permit "); (c) provision by Developer of one or more Performance Bonds in favor of the City as obligee securing Developer's obligations to perform the Grading Work and the return of the Premises in the condition described in Section 8 below and the payment of liens, costs and expenses associated therewith; (d) execution of any subdivision improvement agreement required by the City in its Governmental Capacity as a condition to commencement of the Grading Work, if any; (e) provision of the insurance required by this Agreement, and (f) the satisfaction of all other conditions to commencement of the Grading Work described in the Entitlements, the DDA and the Schedule of Performance. This Agreement and the License shall each become null and void unless the Grading Work begins within one month of the Effective Date of this Agreement. For purposes of this Agreement, the term "Grading Work" shall mean all work permitted to be performed under the Grading Permit and all additional work performed by Developer or on behalf of Developer in order to comply with the requirements of this Agreement. 5. Repair. In the event that Developer's performance of the Grading Work damages or destroys any improvements located on City -owned property (other than on the Premises) or on public streets or rights of way, Developer shall repair such damage to as near a condition as existed prior to the performance of such Grading Work as is reasonably practicable at Developer's sole cost and expense. 6. Insurance. Prior to Developer exercising the License, Developer shall, at its own expense, cause to be procured and maintained the policies of insurance required pursuant to Section 11.1 of the DDA. Specifically, Developer shall obtain Pollution Legal Liability ( "PLL") insurance meeting the requirements in Section 11.1.4 of the DDA provided however, that notwithstanding the provisions of Section 11.1.4 of the DDA, such policy may not contain exclusions from coverage relating to pre- existing conditions (whether known or unknown) and/or conditions that are discovered during the Grading Work. Developer shall not rely upon or have rights to claim for reimbursement, payment, or coverage under any PLL insurance presently maintained by City. The provisions of Section 11 of the DDA shall apply with respect to this Agreement as though fully set forth herein. In addition, to the extent the contractor performing the Grading Work on behalf of the Developer has or obtains a Contractor Pollution Liability Policy with respect to the Grading Work ( "CPL"), Developer shall use commercially reasonable efforts to have the contractor cause its policy be primary and the PLL policy to be non- contributory with respect to matters covered by the CPL policy. Developer shall be responsible for all self - insured retention or deductible amounts due under the PLL policy. Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6 -9 -I4 FINAL (Agd).Docx 2 June 10, 2014 7. "As -Is, Where -Is" License. Developer acknowledges that (a) the City makes no representations or warranties as to the condition or suitability of the Premises, the soil located thereon, any hazards or Hazardous Materials, contaminants or pollutants that may be present on or below grade at the Premises, or otherwise; (b) Developer's use of the Premises and the soil thereon and its license of the Premises is "as is, where is" as described in Section 4.5.1 of the DDA, in its present condition and subject to and without liability to City, without any representation, promise, agreement or warrant on the part of the City regarding such condition and state of repair needed for the exercise of this License. Developer acknowledges that it has inspected the Premises and its determination to engage in this undertaking is based solely on its own investigation and is not based on reliance of any statements, suggestions or information provided by the City, its agents, officers, employees or contractors. Developer further acknowledges that the City shall not be liable for any latent or patent defects in the Premises, whether disclosed or not. 8. Condition of Premises at Termination of License Agreement; Performance Bonds. 8.1 Condition of Premises. At the Termination Date or upon any earlier termination of the License and this Agreement (other than termination due to the occurrence of the Close of Escrow), Developer shall (a) remove its property from the Premises including without limitation all Hazardous Materials it brought to or is required to remove from the Premises in accordance with Sections 10 and 12 of this Agreement; (b) report, contain, remove and Remediate in accordance with Sections 10 and 12 of this Agreement any land, air or water pollution resulting from the Grading Work or any additional work performed by Developer pursuant to this Agreement provided that the foregoing shall not be required in connection with any pre- existing Hazardous Materials that are the responsibility of the City pursuant to Section 12; (c) deliver the Premises to the City in lien free condition; (d) cause the Premises, including without limitation, all Grading Work, to be delivered in a condition consistent with the Grading Permit (but in the final condition specified in the Grading Permit only to the extent the Grading Work has been completed as of the date of termination) and all Governmental Requirements, and (e) deliver the Premises in a condition meeting all requirements of the City of Tustin Water Quality Ordinance, and all Federal, State, and Regional Water Quality Control Board and Regional Air Quality rules, permits and regulations and applicable Mitigation Monitoring and Reporting Requirements relating to such standards, including keeping the adjoining public roadways clear of any dirt or mud. 8.2 Performance Bond. Upon termination of this Agreement for any reason other than Close of Escrow under the DDA, if Developer shall have failed in any manner to comply with the requirements of Section 8.1 of this Agreement, the City shall have the right, in its sole discretion, to cause the surety under the Grading Work Performance Bond to satisfy the requirements of Section 8.1 (including without limitation, to restore the condition of the Premises to the condition specified by Section 8.1 of this Agreement and to pay in full all contractors and subcontractors performing the Grading Work or any other work performed pursuant to this Agreement) or to seek reimbursement under such bond for work performed or amounts paid by the City in satisfaction of the foregoing. Upon payment in full of all amounts due and release of all liens (or bonding of outstanding liens in the amounts required by the DDA) and performance by Developer or the surety under the Grading Work Performance Bond of the work required by this Section 8, the City shall release the Grading Work Performance Bond. Tustin SPC license And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6-9 -14 FINAL(Agd).Docx 3 June 10, 2014 8.3 Survival. The provisions of this Section shall survive termination of this Agreement. 9. Release. 9.1 Developer's Release. Developer, on behalf of itself, its members, principals, officers, elected officials beneficiaries, trustees, shareholders, partners, heirs, personal representatives, successors and assigns (collectively, the "Releasing Parties "), as the case may be, hereby waives the right to recover from and fully and irrevocably releases City and its officers, elected officials, employees, consultants, agents, representatives and contractors (collectively, the "Released Parties "), from and against any and all Claims that each of the Releasing Parties may now have or hereafter acquire arising from or related to the activities of Developer and any damage or destruction of any improvements located on the Premises, excepting from the foregoing release: (a) any Claim that is the result of the gross negligence, willful misconduct or fraud of the City or any of a Released Party; (b) any breach by the City of any of the covenants or obligations set forth in this Agreement, and (c) any other Claims to the extent such claims are based upon the Active Negligence of the City or any Released Parties. This release includes Claims of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known by the Releasing Parties, would materially affect the Releasing Parties' decision to release the Released Parties. The Releasing Parties specifically waive the protection of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED THIS SETTLEMENT WITH THE DEBTOR" In this connection and to the extent permitted by law, the Releasing Parties realize and acknowledge that factual matters now unknown to it may have given or may hereafter give rise to Claims or controversies which are presently unknown, unanticipated and unsuspected, and the Releasing Parties further agree that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that the Releasing Parties nevertheless hereby intend to release, discharge and acquit the Released Parties from any such unknown Claims and controversies to the extent set forth above. To the extent permitted by law, the foregoing provisions of this Section 9.1 shall survive the termination of this Agreement. Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 4 June 10, 2014 CITY HAS AGREED TO ENTER INTO THIS AGREEMENT AND HAS GIVEN THE RELEASING PARTIES MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR THE RELEASING PARTIES AGREEING TO THE PROVISIONS OF THIS SECTION. BY INITIALING BELOW, DEVELOPER ACKNOWLEDGES THAT (A) IT HAS READ AND FULLY UNDERSTANDS THE PROVISIONS OF THIS SECTION, (B) IT HAS HAD THE CHANCE TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (C) IT HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS SECTION. CITY DEVELOPER 9.2 City's Release. The City shall record the Release in the form attached in Exhibit "D" to this Agreement and incorporated herein by this reference upon the occurrence of each of the following: (a) termination of the License and this Agreement due to a termination of the DDA prior to the Close of Escrow, (b) the final resolution of all Actions and disputes pending between the Parties with respect to any terms or conditions of the DDA, this Agreement, the Grading Work Performance Bond or the Premises, and (c) compliance by Developer with its obligations under Section 8 of this Agreement. 10. Indemnity. Developer hereby agrees to protect, indemnify, defend and hold harmless the City Indemnified Parties from and against any and all Claims Accruing during the term of this Agreement to the extent arising from or related to Developer's activities during the term of this Agreement including, but not limited to (a) the acts or omissions to act of Developer or the Developer Representatives arising from the presence, activities or work on or use of the Premises by Developer or the Developer Representatives, including with respect to any Grading Work performed by Developer or any Developer Representatives on the Premises pursuant to this Agreement, any inspections, surveys, tests, Investigations and studies carried out by Developer or the Developer Representatives on the Premises during the term of this Agreement or from the exercise of the License by Developer or the Developer Representatives; (b) entry onto the Premises by Developer or the Developer Representatives in connection with this Agreement, (c) bodily injury to or death of any person (including any employee or contractor of the City Indemnified Parties) or damage to or loss of use of property resulting from such acts or omissions of Developer or any of the Developer Representatives and (d) the cost of compliance with any Construction Conditions established by any Environmental Agency or Environmental Law and accepted by the City and Developer pursuant to Section 12.1; provided that Developer shall not be responsible for and shall have no obligation to defend or indemnify the City Indemnified Parties to the extent a Claim relates to or arises from: (i) the active negligence, gross negligence or willful misconduct of a City Indemnified Party and /or (ii) the mere discovery of existing conditions, contamination or hazardous materials at, on, under or emanating from the Premises (collectively, "Excluded Claims "). If the City is served or otherwise presented with a Claim or potential Claim for which it believes it is entitled to defense and /or indemnity under this Section, City will notify Developer of such Claim or potential Claim within ten (10) Business Days of receipt of such claim. Selection of counsel and defense of a Claim shall be Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL(Agd).Docx 5 June 10, 2014 conducted in accordance with the provisions of Section 10.8 of the DDA. The provisions of this Section shall survive termination of this Agreement. 11. Costs; No Liens. Developer shall bear all costs relating to the Grading Work. Developer and the Developer Representatives shall not place, allow to be placed on, or incur any liens against the Premises or any portion thereof in connection with the Grading Work or in any way attributable to the acts of Developer and /or the Developer Representatives on the Premises. Developer agrees to indemnify, defend, and hold the City and its elected and appointed officials, employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns free and harmless from and against any and all Claims arising with respect to payment of liens assessed or levied against the Premises and /or the Improvements in connection with the Grading Work performed, materials furnished, or any other activities under control of Developer or the Developer Representatives which, pursuant to the laws of California, may become a lien on the Premises. Should any lien be filed against the Premises in connection with the Grading Work, Developer shall promptly bond around the lien as part of disputing the lien with the party asserting the lien. The provisions of this Section shall survive termination of the License and this Agreement. The City may post notices of non - responsibility on the Premises prior to Developer's commencement of any work under this Agreement. 12. Damage and Destruction; Environmental Remediation. 12.1 Remediation. In the event of damage to or loss of any improvements or personal property situated on the Premises, Developer shall take all appropriate steps to erect fences to preclude unauthorized access to the Premises and otherwise mitigate hazardous and unsafe conditions within the Premises caused by the damage and destruction. In addition, if any presence or Release of a Hazardous Material is discovered by Developer or a Release is caused by the Developer or any Developer Representative on the Premises during the term of this Agreement, (a) Developer shall promptly provide written notice (or in the event of emergency, telephonic notice, followed by written notice) of any such presence or Release to the City and (b) Developer shall, in full compliance with this Agreement, including without limitation, Section 11 and Section 18, (i) Remediate the Hazardous Materials in compliance with and to the extent required by Environmental Laws and any Environmental Agency to the level required by Governmental Agencies for single family residential purposes, or if such removal is prohibited by any Environmental Laws, take whatever action is required by any Environmental Law and any Environmental Agency. Developer's obligation to Remediate with respect to any affected area under this Section 12 shall be considered fully satisfied upon receipt of a No Further Action Letter with respect to such affected area, (ii) take such other action as is necessary to have the full use and benefit of the Premises as contemplated by this Agreement and (iii) provide the City with satisfactory evidence of the actions taken as required in this Section 12. For purposes of this Agreement, the term "No Further Action Letter" shall mean a "No Further Action Letter," "Closure Letter" or other equivalent document to be issued by the appropriate governmental agency, which letter is to generally confirm that "no further action" is to be required to address the existence of Hazardous Substances within the affected area and there are no constraints or restrictions on future use.. The City shall have a right to have an observer present during all such testing and remediation work. City may provide comments to any remedial action plan prepared by Developer for any remediation (a "RAP "), and Developer shall not unreasonably decline to incorporate such comments in such RAP, provided, however, that City shall not have approval or Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6 -9 -I4 FINAL (Agd).Doex 6 June 10, 2014 consent rights with respect to such RAP; provided that, in the event that a Governmental Agency requires the consent of the City for the approval of any RAP or issuance of a No Further Action Letter, City shall have a right to consent but agrees not to unreasonably withhold, delay or condition such consent except to the extent necessary to assure that there shall be no land use control, constraint, limitation or restriction on the construction and sale of single family residences on the Premises ( "Constraints "); provided that the City shall not unreasonably withhold its consent to Construction Conditions (defined below) that meet the requirements of clauses (a) and (b) below. Examples of Constraints that the City may reject in its sole discretion are Constraints that affect the ability of any Person to construct single family residential homes on the Premises, to construct swimming pools on the Premises, to dig 12 feet or less below the surface of the land and the like. On the other hand, the Parties recognize that certain remedial or removal action to address pre- existing contamination at the Premises is not feasible economically or from an engineering perspective without imposition of certain conditions. Such conditions that will not provide Constraints on the use of the Premises are referred to herein as "Construction Conditions ". As an example, if methane exists below the surface of the Premises, in lieu of removal of the methane, use of a methane boot may be required. If Developer proposes a Construction Condition and the City does not agree to Developer's assertion and withholds consent on that basis; then Developer will obtain and submit to the City estimates from at least two contractors as to the cost to Remediate the Premises to a level without Constraints without Construction Conditions and the cost to Remediate to such level with Construction Conditions. If (a) the cost to Remediate the pre- existing Hazardous Materials without imposition of Construction Conditions is more than 15% greater than the cost to Remediate with the imposition of Construction Conditions and (b) following Remediation to the standard required with imposition of the Construction Condition there is no Constraint on the ability to construct and sell single family homes, then failure of the City to agree will be deemed unreasonable absent other basis for denial asserted by the City. 12.2 Assignment of Rights. City hereby assigns to Developer, to the extent such rights are assignable, on a non - exclusive basis and as the Parties' interests may appear, any rights that City has against any Person with respect to any Remediation, indemnification or liability with respect to Hazardous Materials located on or about the Premises that Developer is responsible for under this Agreement, excluding any rights with respect to City's existing pollution legal liability insurance policies. 12.3 Cooperation; Further Assurances. City shall reasonably cooperate with Developer in pursuing and /or processing any claim against any insurer (excluding claims under City's existing pollution legal liability insurance policies) or any other Person with respect to Developer's obligations under this Agreement, including, without limitation, by making a claim against any insurer in City's name for the benefit of Developer with respect to any costs, liability or damages incurred by Developer under this Agreement, all at Developer's cost and expense. Developer shall have full authority to pursue such claims in its own name and without consent or approval from City, and shall have the right to make all decisions in connection with the pursuit of any such claim. In the event that for any reason the assignment of rights set forth in Section 12.2 above is ineffective or incomplete, City agrees: (a) upon written request of Developer, to pursue claims against any Person for whom the assignment of rights is ineffective or incomplete on behalf of the Developer in City's own name for the benefit of Developer (a "Third Party Claim ") subject to the provisions of this Section, (b) to initiate a Third Party Claim requested by Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6-9 -14 FINAL (Agd).Doca 7 June 10, 2014 Developer, which may include an action, arbitration, reference or other alternative dispute resolution mechanism and (c) if the City has no claim, to cooperate with Developer in pursuing any such matter initiated by Developer. If City fails to initiate a Third Party Claim if the City has such a claim, as required hereunder, Developer shall be excused from its obligations to remediate under Section 12 above. City shall not unreasonably withhold, condition or delay its compliance with Developer's requests in connection with the prosecution and resolution of such Third Party Claim, including with respect to venue, strategy, law and motion and settlement. The City shall use its commercially reasonable diligence in prosecuting such claim to conclusion. City's prosecution of any Third Party Claim or other compliance with the provisions of this Section shall be at Developer's sole cost and expense, and if applicable, with the assistance of counsel selected by Developer who shall represent the City as well as Developer as the real party in interest, except in the event of a conflict of or disparate interest. Such cost and expense of City shall include reimbursement for time of City personnel and counsel incurred in connection with such pursuit, to be charged at the then existing rates charged by City with respect to such personnel. Each of the Parties shall execute and deliver any and all additional papers, documents or instruments, and shall do any and all acts and things reasonably necessary or appropriate in connection with the performance of its obligations under this Section 12 in order to carry out the intent and purpose of this Agreement. City shall promptly pay over to Developer any award, payment, judgment or settlement received by it in respect of any Third Party Claim. In the event the Close of Escrow occurs under the DDA, this Section 12.2 shall survive the termination of this Agreement. 12.4 Survival. In the event this Agreement terminates due to the Close of Escrow under the DDA, the terms of the DDA shall govern the Remediation of the Premises by Developer and the provisions of this Section 12 shall not survive other than Sections 12.2 and 12.3 which shall survive only with respect to any Hazardous Materials or Hazardous Material Release discovered on the Premises by Developer during the term of this Agreement. In the event this Agreement terminates in accordance with subsections (b), (c) or (d) under Section 2 of this Agreement, the parties' rights and obligations under Section 12.1 shall survive the termination of this Agreement but only with respect to any Hazardous Material or Hazardous Material Release discovered on the Premises by Developer or caused by Developer or any Developer Representative during the term of this Agreement and the parties' obligations under Sections 12.2 and 12.3 shall survive only with respect to any Hazardous Materials or Hazardous Material Release discovered on the Premises by Developer during the term of this Agreement. To the extent that completion of any Remediation is required pursuant to the foregoing, Developer will complete such Remediation obligations in full and shall not be relieved of its obligations as a result of the termination of this Agreement or for any other reason. 13. Exculpation. The City shall not be liable in damages to Developer or to any owner, lessee, any Developer or other Person, on account of (a) any approvals or disapproval by the City, including by the City Manager or designee, whether made in the Governmental Capacity or Proprietary Capacity of the City of any design documents, including the Approved Plans, any Basic Concept Plan and grading plans for the Grading Work, whether or not defective or whether or not in compliance with applicable laws or ordinances; (b) any construction, performance or nonperformance by Developer or any owner, lessee, Developer or other Person of any work on the Premises or the Improvements, whether or not pursuant to the Grading Permit or whether or not in compliance with applicable laws or ordinances; (c) any mistake in judgment, Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6 -9 -14 FINAL(Agd).Doex 8 June 10, 2014 negligence, action or omission in exercising its rights, powers and responsibilities hereunder; and /or (d) the enforcement or failure to enforce any of the provisions of this Agreement. Every Person who makes design submittals to Developer for approval shall be informed in writing and shall agree that by reason of such submittal agrees not to bring any suit or action against the City seeking to recover any such damages and expressly waives any such claim or cause of action for such damages which it would otherwise be entitled to assert. The review of any design submittals shall not constitute the assumption of any responsibility by, or impose any liability upon, the City as to the accuracy, efficacy, sufficiency or legality thereof nor decrease or diminish any liability, duties, responsibilities, or obligations of Developer under this Agreement or otherwise. The provisions of this Section shall survive termination of the License and this Agreement. 14. No Supervision or Control. The City (whether acting in its Governmental Capacity or its Proprietary Capacity) does not have any right, and hereby expressly disclaims any right, of supervision or control over the architects, designers, engineers or persons responsible for drafting or formulating of any plans, drawings and related documents of Developer. 15. No Waiver. Nothing contained in this Agreement shall be deemed to waive the right of the City to act in its Governmental Capacity with respect to the consideration and approval of the Entitlements and all other permits, licenses and approvals requested by Developer from time to time in connection with the Project 16. Bailee Disclaimer and Waiver of Claims. Developer acknowledges and agrees that City has granted its permission for use of the Premises only for the purposes and in accordance with the provisions of this Agreement. By entering into this Agreement, City is not agreeing in any manner to accept obligations or responsibility for the safekeeping of the vehicles or other property of Developer or of Developer's agents, contractors, officers, employees or invitees. This Agreement is not a contract for bailment or deposit of goods for safekeeping and City in no manner whatsoever purports to be a bailee. As a material part of the consideration to be rendered to City for this Agreement, Developer hereby waives any and all claims or causes of action against City, its officers, agents, or employees which it may now or hereafter have for damages to, loss of, or theft of Developer's vehicles or other property anywhere in, about, or on Tustin Legacy, including, but not limited to, the Premises, from any cause whatsoever, unless such damage, loss, or theft results from the sole negligence, gross negligence or willful misconduct of City, its officers, agents, or employees. 17. Compliance with Laws. Developer will at all times during the term of this Agreement promptly observe and comply, at its sole cost and expense, and shall maintain the Premises and cause its use of the Premises, including without limitation, all Grading Work, to be performed in accordance with the Grading Permit and all Governmental Requirements, including without limitation all applicable federal and State labor laws and regulations, all permits required to perform the Grading Work. Developer shall investigate the applicability of and, if and to the extent applicable, pay prevailing wages meeting the requirements of such laws and regulations. Developer covenants that it will not generate, use, or store hazardous substances or hazardous waste on the Premises in violation of Environmental Laws. Developer shall defend, indemnify and hold harmless the City of Tustin from and against all claims, liabilities, losses, damages and costs, foreseen or unforeseen, which the City of Tustin may incur by reason of Developer's Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL(AgdLDccx 9 June 10, 2014 action or non - action in violation of its obligations under this Section; provided however, that the foregoing indemnity shall exclude any Excluded Claims. This provision shall survive the expiration or termination of the License and this Agreement. 18. Data Sharing. Developer agrees to provide the City with copies of all soil test results. Notwithstanding the provisions of Section 17, and except for the routine reporting of data incident to a permit application, should Developer discover conditions on the Premises during the conduct of the Grading Work, that Developer believes may require reporting to any Governmental Authority (local, regional, state, or federal), Developer shall, as promptly as reasonably practical, advise the City of such discovery and thereafter provide City with the field and /or laboratory data pertaining to such discovery. The City shall be responsible for making whatever report or reports may be required in light of such discovery(ies). 19. Rights of City to Revoke License for Default. This Agreement and the License granted hereby may be revoked by the City by provision of written notice to Developer, (a) during the continuation of any default by Developer under this Agreement beyond the notice and cure period set forth in Section 32, or (b) at any time if the City determines, in its sole discretion, that the conduct or activities of Developer create health or safety concerns requiring stoppage of the work. If Developer disputes the City's revocation of the License pursuant clause (b) above, Developer shall have the right to provide the City with written notice within three (3) calendar day(s) following delivery of such revocation notice setting forth Developer's basis for the dispute. Developer and City shall meet and confer within five (5) Business Days from the delivery of Developer's notice, in order to identify specific actions and remedies to be taken by Developer to cure the default asserted by the City and provided that Developer agrees in writing to take such actions and to promptly prosecute them to completion in a manner satisfactory to the City in its reasonable discretion, the City shall not unreasonably withhold the reinstatement of the License and this Agreement. 20. Additional Rules and Regulations Applicable to Use of Premises. In connection with its use of the Premises, Developer shall comply with the rules and regulations of the City attached as Exhibit "C" to this Agreement. 21. Dispute Resolution. In the event of a dispute between the Parties with respect to this Agreement, the Parties agree that they shall resolve such dispute in accordance with the provisions of Section 17.1 of the DDA, and the cost of any such proceeding shall be home in accordance with the provisions of Section 17.2 of the DDA and the provisions of Section 17.8 and 17.9 of the DDA shall apply with respect to such dispute. 22. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. 23. Relationship of Parties; Not an Easement or Interest in Land. Nothing contained in this Agreement shall be deemed or construed, either by the Parties hereto or by any third party, to create the relationship of principal and agent or to create any partnership, joint venture or other relationship between the Parties. Nothing in this Agreement shall create or constitute an easement in the Premises and this Agreement shall be considered nothing other than a license as set forth herein. Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6 -9 -14 FINAL(Agd).Docx 10 June 10, 2014 24. Notices. All notices required by this Agreement shall be provided in writing and shall be deemed received when (a) personally served, (b) two (2) days after being sent by registered or certified mail, return receipt requested, postage or charges prepaid, or by recognized overnight carrier, or one (1) day after receipt by facsimile machine or electronic mail, with transmission and receipt acknowledged in writing, and addressed to the Party for whom intended at such Party's address herein specified, or at such other address as such Party may have substituted therefore by proper notice to the other. If to Developer: Standard Pacific Corp. Attn: Michael Battaglia 15360 Barranca Parkway Irvine, CA 92618 Fax: (949) 789 -1745 Email: MBattaglia @stanpac.com With a copy to: Rutan & Tucker. LLP Attn: Kevin Brazil, Esq. 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Fax: (714) 546 -9035 Email: kbrazil @rutan.com If to the City: City of Tustin Attn: Jeffrey C. Parker, City Manager 300 Centennial Way Tustin, CA 92780 Fax: 714 - 838 -1602 Email: jparker @tustinca.org With a copy to: Woodruff Spradlin & Smart, APC Attn: David Kendig, Esq., City Attorney 555 Anton Boulevard, #1200 Costa Mesa, CA 92626 Fax: (714) 415 -1183 Email: dkendig @wss- law.com Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 11 June 10, 2014 and: Armbruster Goldsmith & Delvac LLP Attn: Amy E. Freilich, Esq., Special Counsel 11611 San Vicente Blvd., Suite 900 Los Angeles, CA 90049 Fax: (310) 209 -8801 Email: amy @agd- landuse.com 25. No Assignment. This Agreement shall not be assigned by Developer except with the prior written consent of the City in its sole discretion. 26. Exhibits Incorporated. Each exhibit attached and referred to in this Agreement is hereby incorporated by reference as though set forth in full where referred to herein. 27. Severability. If any provision of this Agreement or application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement (including the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable) shall not be affected thereby, and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 28. Entire Agreement. This Agreement and the DDA contains the entire agreement of the Parties with respect to the subject matter and no amendment, change, modification or supplement to this Agreement shall be valid and binding on any of the Parties unless it is represented in writing and signed by each of the Parties hereto. 29. Counterparts. This Agreement and any amendments hereto may be executed in counterparts, each of which is deemed an original and all of which, when taken together constitute one and the same instrument. 30. Further Assurances. Each of the Parties hereto shall execute and deliver at their own cost and expense, any and all additional papers, documents, or instruments, and shall do any and all acts and things reasonably necessary or appropriate in connection with the performance of its obligations hereunder in order to carry out the intents and purposes of this Agreement. 31. Authority. Each Party warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder. Each individual who signs this Agreement on behalf of an entity warrants that he /she has been duly authorized to do so and to bind such entity. 32. Default Procedure. A non - defaulting party (the "Non- Defaulting Party ") at its discretion may elect to declare a default under this Agreement in accordance with the procedures hereinafter set forth for any failure or breach of any other party ( "Defaulting Party ") to perform any material duty or obligation of said Defaulting Party in accordance with the terms of this Agreement. However, the Non - Defaulting Party must provide written notice to the Defaulting Party setting forth the nature of the breach or failure and the actions, if any, required by the Defaulting Party to cure such breach or failure. The Defaulting Party shall be deemed to be in Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 12 June 10, 2014 "default" of its obligations set forth in this Agreement if the Defaulting Party has failed to take action and cure the default within five (5) Business Days after the date of such notice. 33. Limitation on Damages. Developer acknowledges that the City would not have entered into this Agreement if the City could become liable for damages under or with respect to this Agreement. Consequently, and notwithstanding any other provision of this Agreement, except for the payment of attorneys' fees in accordance with Section 21 of this Agreement and court costs, the City shall not be liable in damages under this Agreement to Developer and Developer, on behalf of itself and each Developer Representative hereby waives any and all rights to claim damages of any other kind or nature from the City including without limitation, Claims for lost profits, consequential, incidental, indirect, special, collateral, exemplary or punitive damages. Except as otherwise set forth in this Agreement, in no event shall Developer be liable to the City for any lost profits, consequential, incidental, indirect, special, collateral, exemplary or punitive damages in connection with this Agreement or the Grading Work. [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW.] Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 13 June 10, 2014 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first written above. ATTEST: M Erica Rabe City Clerk Services Supervisor APPROVED AS TO FORM LN David Kendig, City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City Amy E. Freilich DEVELOPER: STANDARD PACIFIC CORP., a Delaware corporation LON Title: CITY OF TUSTIN: M Jeffrey C. Parker, City Manager Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL(Agd), Doex 14 June 10, 2014 EXHIBIT "A" LEGAL DESCRIPTION OF DEVELOPMENT PARCELS Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 15 June 10, 2014 LEGAL DESCRIPTION In the City of Tustin, County of Orange, State of California, being all of Lots 8 through 14, inclusive, Lots MM through VV, inclusive, Lots CCC, DDD, 000, ZZZ and 00000 of Tract No. 17404 as per map filed in Book 907, Pages 6 through 42, inclusive, of Miscellaneous Maps, in the office of the County Recorder of said county. As shown reto and by this reference made a part hereof. r yF Robert L. Wheeler IV, L.S. 8639 Date: F� y Revised January, 28, 2014 January 10, 2014 WO No. 252 -86X Page 1 of 3 H &A Legal No. 8189 By: K. Vo Checked By: R. Wheeler EXHIBIT `B" DEPICTION OF DEVELOPMENT PARCELS Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6-9 -14 FINAL (Agd).Docs 16 June 10, 2014 Sketch to Accompany Legal Description f c LOT FFFF TRACT NO. 17404 j// // I LOT T 0 co <-0 10 LOT RR LOT pp JAMBOREE ` D LOT Do All 0 13 /(�, LOT VV�'\�n��e_ SLOT FFFF 14 O 12 8 P 9 �O M.M. 90716 -42 ®R V I N & ASSOCIATES I R � V N E I N C EXHIBIT PLANNING ENGINEERING SURVEYING Three Hughes • 04+ U 91618 • %t (949) 58}1810 M (999) 5810]59 CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA DA E` 01/10 14 01 28 14 'erg R. WHEELER a ° K. VO SCALE 1 400 W.O. 252 -86X FlLE` I: TustinLe ac LD 8189- 17507 —CONVE SHTol.dw H &A LEGAL No. 81891 SHEET 1 OF 1 EXHIBIT "C" RULES AND REGULATIONS 1. Developer shall comply with all requirements of the Occupational Safety and Health Administration. 2. Trash disposal shall comply with CR &R Incorporated and City of Tustin standards. 3. Developer shall be required to have and maintain a valid City of Tustin Business License. 4. All requirements of the City's Noise Ordinance (Chapter 6 of the City Code) shall be met at all times. 5. Developer may not access any other areas on the adjacent Tustin Legacy properties and may not enter any of the buildings on the Tustin Legacy site for any purpose. 6. Developer shall ensure controlled access to the Premises is maintained at the intersection of Park Avenue Gate at Victory Road ( "Gate "). The Gate is Developer's sole authorized access to the Premises and will be response for ensure that no unauthorized persons or vehicles access the overall Tustin Legacy property. Developer shall ensure the gate remain closed all times while not in use. Developer understands and agrees that this access may be disturbed in the future. The City makes no guarantees that there will be continuing access that can be provided at the current location. 7. Except for ingress and egress, Developer must keep the vehicle gates and adjacent roadway free and clear at all times. Developer shall install a temporary (mobile) chain -link fence around the Premises as shown on Exhibit "A" at its sole cost and expense subject to inspection and approval of the installation by the City. The Applicant shall remove said installation upon termination of this Agreement. The vehicle gate shall be installed to open into the parking lot so as not open outward and obstruct the internal circulation access route between the Premises and Tustin Ranch Road. 8. Security and access to Tustin Legacy is currently performed by the City of Tustin Police Department. The City of Tustin is not responsible for providing security services for Developer, Developer's equipment or property, or the Premises during the license period. Access to the Premises shall be permitted only during daylight hours only from 7:00 a.m. until 6:00 p.m., Monday through Friday, 9:00 a.m. until 5:00 p.m. on Saturdays. Developer is responsible for securing the Premises; including keeping the vehicle gate closed and locked during hours when use of the Premises is not permitted. 9. Hours of operation shall be according to Tustin City Code Section 4616 which limits construction activities to between 7:00 a.m. and 6:00 p.m. Monday through Friday, and between 9:00 a.m. and 5:00 p.m. on Saturdays, and at no time on Sundays unless otherwise approved by the City. Construction activities are prohibited on New Year's Day, President's Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 17 June 10, 2014 Day, Memorial Day, Independence Day, Labor Day, Veterans' Day, Thanksgiving Day, and Christmas Day. 10. This development shall comply with all provisions of the City of Tustin Water Quality Ordinance and all Federal, State, and Regional Water Quality Control Board rules and regulations, including keeping the Premises, and public roadways, including but not limited to Tustin Ranch Road and Warner Avenue, clear of any dirt or mud tracked out of the parking area. 11. In addition to access required under other provisions of this Agreement, the City, and the Department of Navy and their representatives shall be allowed access to the Premises at all times throughout the term of this Agreement and as further shown on Exhibit "A ", for any purpose without prior written notice to Developer. Developer shall ensure that the City has a current roster of on -call personnel and their phone numbers. Developer shall have no claim against the City for exercise of their rights of access hereunder. 12. Developer shall not make or permit to be made any use of the Premises or any part thereof (i) which would violate any of the covenants, agreements, terns, provisions, and conditions of this Agreement; or (ii) which would directly or indirectly violate any federal, state or local law, ordinance, rule or governmental regulation; or (iii) which will suffer or permit the Premises or any part thereof to be used in any manner or permit anything to be brought onto or kept thereon which, in the reasonable judgment of City, shall in any way impair or tend to impair the character, reputation or appearance of the Premises or which will impair or interfere with or tend to impair or interfere with any of the services performed by City. 13. Developer shall not display, inscribe, print, maintain or affix on any place in or about the Premises any sign, notice, legend, direction, figure or advertisement, except as may be approved by City in writing. 14. Developer shall comply with all laws, enactments, rules, ordinances and regulations of all governmental authorities relating or applicable to Developer's occupancy of the Premises governing use of the Premises. Developer shall obtain all permits and licenses required by the City of Tustin and shall pay all required fees. 15. Developer's work on the Premises will be coordinated and performed with the work contemplated in and in accordance with the Soil License Agreement. 16. Developer shall allow no dangerous or hazardous condition to be created or caused on the Premises. Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6-9 -14 FINAL(Agd).Docz 18 June 10, 2014 EXHIBIT "D" FORM OF RELEASE WHEN RECORDED MAIL TO: (Space Above for Recorder's Use) RELEASE AND HOLD HARMLESS REGARDING CERTAIN GRADING WORK CLAIMS RELATING TO REAL PROPERTY The CITY OF TUSTIN (the "City ") and STANDARD PACIFIC CORP., a Delaware corporation ( "Developer "), previously entered into (a) that certain Tustin Legacy Disposition and Development Agreement for Disposition Parcels 113 & 6A dated March 11, 2014, as amended ( "DDA "), which has terminated in accordance with its terms, (b) that certain License and Agreement for Site Development dated June , 2014 ( "License Agreement ") with respect to certain grading work on the Development Parcels (as defined in the DDA) owned by City in the City of Tustin, County of Orange, State of California, more particularly described in the legal description attached hereto as Exhibit "1" and incorporated herein by this reference ( "Property ") and (c) that certain Soil License Agreement dated June _, 2014 ( "Soil Agreement ") granted a license to Developer to excavate and remove soil from certain land owned by the City adjoining the Property and the export of soil spoils from the Property to such adjacent land. Pursuant to the License Agreement, the City agreed to provide a release to Developer under certain circumstances upon termination of the DDA prior to close of escrow. This Release and Hold Harmless Regarding Certain Grading Work Claims Relating to Real Property is referred to herein as this "Release Agreement." NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the City hereby agrees as follows: 1. Release. City, on behalf of itself, and all successor owners of fee title to all or any portion of the Property (other than a home buyer who purchases a lot improved with a residence or any utility or governmental authority acquiring any portion or interest in the Property) ( "Successor Owners ") and their respective members, principals, officers, elected officials beneficiaries, trustees, shareholders, partners, heirs, personal representatives, successors and assigns (collectively, the "Releasing Parties "), as the case may be, hereby waives the right to recover from and fully and irrevocably releases Developer and its officers and employees, agents and, except as set forth in the last sentence of Section 2 below, Developer Representatives Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (AgdiDocx 19 June 10, 2014 (defined below) (collectively, the "Released Parties "), from and against any and all claims, actions, causes.of action, demands, orders, penalties, losses, damages, liabilities, costs, expenses (including attorneys' fees, expert witness and consultant fees and court and litigation costs) (collectively, "Claims ") that each of the Releasing Parties may now have or hereafter acquire arising from or related to the performance by the Developer or Developer's consultants or contractors (the "Developer Representatives ") of the work described by [Grading Permit # 1 on the Property (the "Grading Work "), including without limitation, any and all design or construction defects (the "Grading Work Claims ") excepting from the foregoing release: (A) any of the foregoing Grading Work Claims that is the result of the willful misconduct or fraud of Developer or any Developer Representative, (B) any breach by Developer of any of the covenants or obligations set forth in this Release Agreement and (C) any Claims other than Grading Work Claims. For the avoidance of doubt, the foregoing release shall not be construed to release the Released Parties from any liability or Claim by the City under the DDA, the Soil License Agreement or the License Agreement other than with respect to any design defect or construction defect relating to the Grading Work performed on the Property by the Released Parties. 2. Successor Owner Indemnity. Agreement to Defend and Hold Harmless. All Successor Owners (but expressly excluding the City) shall indemnify, defend and hold harmless the Released Parties from and against any and all Claims brought by homeowners with respect to builder liability arising from or related to the Grading Work performed by the Released Parties on the Premises under the License Agreement; excepting from the foregoing indemnity (A) any Claim that is the result of the willful misconduct or fraud of Developer or any Developer Representative and (B) any breach by Developer of any of the covenants or obligations set forth in this Release Agreement. Notwithstanding anything to the contrary set forth above, any Successor Owner may enter into a new contractual agreement with any contractor or consultant who performed any work on the Property on behalf of the Developer (a New Contract) and the release and indemnification provided in this Release Agreement shall not in any way affect or limit any rights or claims such Successor Owner would have against any such contractor or consultant arising from or related to such New Contract. 3. Legal Fees and Costs. If City, Developer or any Successor Owner institutes any action, suit, proceeding, counterclaim or other proceeding for any relief against another Party, declaratory or otherwise (collectively an "Action "), to enforce the terms hereof or to declare rights hereunder then the Prevailing Party in such Action shall be entitled to have and recover of and from the other Party all costs and expenses of the Action, including (a) reasonable attorneys' fees which shall be payable at the contractual hourly rate for City's litigation counsel at the time the fees were incurred, but in no event less than $200 per hour and (b) costs actually incurred in bringing and prosecuting such Action and /or enforcing any judgment, order, ruling or award (collectively, a "Decision ") granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether or not such Action is prosecuted to a Decision. Any Decision entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable attorneys' fees and expert fees and costs (collectively "Costs ") incurred in enforcing, perfecting and executing such judgment. For the purposes of this paragraph, Costs shall include in addition to Costs incurred in prosecution or defense of the underlying action, reasonable attorneys' fees, costs, expenses and expert fees and costs incurred in the following: post judgment motions and Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 20 June 10, 2014 collection actions, contempt proceedings, garnishment, levy, debtor and third party examinations, discovery, bankruptcy litigation and appeals of any order or judgment. "Prevailing Party" within the meaning of this Section includes a party who agrees to dismiss an Action in consideration for the other Party's payment of the amounts allegedly due or performance of the covenants allegedly breached, or obtains substantially the relief sought by such party. 4. Termination and Amendments. City shall not terminate, amend or modify this Release Agreement without the prior written consent of Developer. This Release Agreement shall automatically terminate, without further action of any party, upon the fifteenth (15th) anniversary of the date set forth immediately below. {signatures on following page) Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docs 21 June 10, 2014 IN WITNESS Regarding Agreement .20 ATTEST: WHEREOF, the City has executed this Release and Hold Harmless Certain Grading Work Claims Relating to Real Property on Erica Rabe City Clerk Services Supervisor APPROVED AS TO FORM David Kendig, City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City In Amy E. Freilich CITY OF TUSTIN: M Jeffrey C. Parker, City Manager Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 69 -14 FINAL (Agd).Docx 22 June 10, 2014 State of California County of On before me, , (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) State of California County of [o7I1 before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 23 June 10, 2014 FORM OF RELEASE EXHIBIT "1" LEGAL DESCRIPTION OF PROPERTY Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL(Agd).Docx 24 June 10, 2014 LEGAL DESCRIPTION In the City of Tustin, County of Orange, State of California, being all of Lots 8 through 14, inclusive, Lots MM through VV, inclusive, Lots CCC, DDD, 000, ZZZ and 00000 of Tract No. 17404 as per map filed in Book 907, Pages 6 through 42, inclusive, of Miscellaneous Maps, in the office of the County Recorder of said county. As shoZon ibi s "B" attached hereto and by this reference made a part hereof. LAND Sj Robert L. Wheeler IV, L.S. 8639 Date: 117- s/! �f Revised January, 28, 2014 January 10, 2014 WO No. 252 -86X Pagel of 3 H &A Legal No. 8189 By: K V o Checked By: R. Wheeler Sketch to Accompany Legal Description L 0 T FFFF TRACT NO. 17404 LOT CCC LOT DDD LOT SS °TC 13 LOT VV ��� 0 L 0 T FFFF LF 14 Q PipGG GG J LOT RR 11 TOT �o 8 �. �0�, 12 p0 000 oo �G / 10 o O 6P 9 �O M.M. 90716-42 LOT PD / JAMBOREE ®& ASSOCIATES I R V I N R V N E, I N C EXHIBIT PLANNING ENGINEERING SURVEYING twee Ru¢hn • lr*t U 92618 • M (949) Me 1= " Ex (%9) sawn CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA CAM: 01 /10/14 Dire 01/28/14 'a"Y�R. WHEELER ey° K. VO SCALE 1 "= 400' W.O. 252 -86X E` I: TustinLe ac LD 8189 - 17507— CONVEY SHTOI .dw H &A LEGAL No. 8189 1 SHEET 1 OF 1 LICENSE AND AGREEMENT FOR SITE DEVELOPMENT THIS LICENSE AND AGREEMENT FOR SITE DEVELOPMENT ( "Agreement') is made and entered into as of June 10, 2014 (the "Effective Date "), by and between STANDARD PACIFIC CORP., a Delaware corporation ( "Developer ") and the CITY OF TUSTIN (the "City"), with reference to the facts set forth below: RECITALS A. WHEREAS, the City and Developer have entered into that certain Tustin Legacy Disposition and Development Agreement for Disposition Parcels 1B and 6A dated as of February 18, 2014 (the "DDA "), for the purchase by Developer of certain real property located in the City of Tustin, County of Orange, State of California, more particularly described on Exhibit "A" attached hereto and depicted on Exhibit "B" attached hereto (the "Development Parcels ") upon which Developer intends to construct certain residential improvements. Capitalized terms not otherwise defined herein shall have the meaning given in the DDA. B. WHEREAS, in connection with the acquisition and development of the Development Parcels, the City has agreed to grant a construction license to Developer in accordance with the provisions of Section 8.2.3 of the DDA to permit Developer to enter upon the Development Parcels prior to the Close of Escrow to commence the Grading Work (as defined herein). NOW THEREFORE, in consideration of the promises and mutual covenants, agreements and conditions hereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as set forth below. AGREEMENT 1. Recitals. The recitals set forth above are true and correct and are incorporated herein by this reference. 2. Term. The term of this Agreement and the License shall commence as of the Effective Date and unless extended by the Parties in writing or terminated earlier in accordance with this Agreement, shall remain in effect only until the earlier to occur of the following (the "Termination Date "): (a) the Close of Escrow under the DDA; (b) 5:00 pm on the Outside Closing Date (as the same may be extended pursuant to Section 7.1 of the DDA) provided that Close of Escrow has not then occurred; (c) the completion of the Grading Work; or (d) the fifteenth (15th) calendar day after Developer ceases to perform Grading Work upon the Premises, unless such failure to prosecute the work to completion is due to Force Majeure Delay. Upon the Termination Date, Developer shall return the Premises to the City in the condition described in Section 8.1 below and in the event the Close of Escrow under the DDA has not occurred, shall relinquish all right, title and interest in and to the Premises and any Grading Work performed and Developer and the City agree that any such Grading Work shall be transferred to the City without compensation to Developer and the City shall accept possession of any such Grading Work. Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6- 9- 1417INAL(Agd).Docx I June 10, 2014 3. Construction License. The City hereby grants to Developer and to the Developer Representatives a non - exclusive, revocable license (the "License ") over the Development Parcels ( "Premises ") for purposes of carrying out the Grading Work. Developer is granted control of the Premises for this purpose. Notwithstanding the foregoing, the License and this Agreement shall be revocable by the City prior to the Termination Date only in accordance with Section 19 of this Agreement. 4. Commencement of Work. Developer may not enter the Premises or commence the Grading Work until each of the following has occurred: (a) the execution of that certain Soil License Agreement ( "Soil License Agreement ") of even date herewith by the Parties in a form mutually acceptable by the Parties; (b) the City's issuance of grading permits with respect to the grading and incidental work proposed by Developer and approved by the City ( "Grading Permit "); (c) provision by Developer of one or more Performance Bonds in favor of the City as obligee securing Developer's obligations to perform the Grading Work and the return of the Premises in the condition described in Section 8 below and the payment of liens, costs and expenses associated therewith; (d) execution of any subdivision improvement agreement required by the City in its Governmental Capacity as a condition to commencement of the Grading Work, if any; (e) provision of the insurance required by this Agreement, and (f) the satisfaction of all other conditions to commencement of the Grading Work described in the Entitlements, the DDA and the Schedule of Performance. This Agreement and the License shall each become null and void unless the Grading Work begins within one month of the Effective Date of this Agreement. For purposes of this Agreement, the term "Grading Work" shall mean all work permitted to be performed under the Grading Permit and all additional work performed by Developer or on behalf of Developer in order to comply with the requirements of this Agreement. 5. Repair. In the event that Developer's performance of the Grading Work damages or destroys any improvements located on City -owned property (other than on the Premises) or on public streets or rights of way, Developer shall repair such damage to as near a condition as existed prior to the performance of such Grading Work as is reasonably practicable at Developer's sole cost and expense. 6. Insurance. Prior to Developer exercising the License, Developer shall, at its own expense, cause to be procured and maintained the policies of insurance required pursuant to Section 11.1 of the DDA. Specifically, Developer shall obtain Pollution Legal Liability ( "PLL") insurance meeting the requirements in Section 11.1.4 of the DDA provided however, that notwithstanding the provisions of Section 11.1.4 of the DDA, such policy may not contain exclusions from coverage relating to pre- existing conditions (whether known or unknown) and /or conditions that are discovered during the Grading Work. Developer shall not rely upon or have rights to claim for reimbursement, payment, or coverage under any PLL insurance presently maintained by City. The provisions of Section 1 1 of the DDA shall apply with respect to this Agreement as though fully set forth herein. In addition, to the extent the contractor performing the Grading Work on behalf of the Developer has or obtains a Contractor Pollution Liability Policy with respect to the Grading Work ( "CPL "), Developer shall use commercially reasonable efforts to have the contractor cause its policy be primary and the PLL policy to be non- contributory with respect to matters covered by the CPL policy. Developer shall be responsible for all self - insured retention or deductible amounts due under the PLL policy. Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6.9 -14 FINAL (Agd).Doex 2 June 10, 2014 7. "As -Is. Where -Is" License. Developer acknowledges that (a) the City makes no representations or warranties as to the condition or suitability of the Premises, the soil located thereon, any hazards or Hazardous Materials, contaminants or pollutants that may be present on or below grade at the Premises, or otherwise; (b) Developer's use of the Premises and the soil thereon and its license of the Premises is "as is, where is" as described in Section 4.5.1 of the DDA, in its present condition and subject to and without liability to City, without any representation, promise, agreement or warrant on the part of the City regarding such condition and state of repair needed for the exercise of this License. Developer acknowledges that it has inspected the Premises and its determination to engage in this undertaking is based solely on its own investigation and is not based on reliance of any statements, suggestions or information provided by the City, its agents, officers, employees or contractors. Developer further acknowledges that the City shall not be liable for any latent or patent defects in the Premises, whether disclosed or not. 8. Condition of Premises at Termination of License Agreement Performance Bonds. 8.1 Condition of Premises. At the Termination Date or upon any earlier termination of the License and this Agreement (other than termination due to the occurrence of the Close of Escrow), Developer shall (a) remove its property from the Premises including without limitation all Hazardous Materials it brought to or is required to remove from the Premises in accordance with Sections 10 and 12 of this Agreement; (b) report, contain, remove and Remediate in accordance with Sections 10 and 12 of this Agreement any land, air or water pollution resulting from the Grading Work or any additional work performed by Developer pursuant to this Agreement provided that the foregoing shall not be required in connection with any pre- existing Hazardous Materials that are the responsibility of the City pursuant to Section 12; (c) deliver the Premises to the City in lien free condition; (d) cause the Premises, including without limitation, all Grading Work, to be delivered in a condition consistent with the Grading Permit (but in the final condition specified in the Grading Permit only to the extent the Grading Work has been completed as of the date of termination) and all Governmental Requirements, and (e) deliver the Premises in a condition meeting all requirements of the City of Tustin Water Quality Ordinance, and all Federal, State, and Regional Water Quality Control Board and Regional Air Quality rules, permits and regulations and applicable Mitigation Monitoring and Reporting Requirements relating to such standards, including keeping the adjoining public roadways clear of any dirt or mud. 8.2 Performance Bond. Upon termination of this Agreement for any reason other than Close of Escrow under the DDA, if Developer shall have failed in any manner to comply with the requirements of Section 8.1 of this Agreement, the City shall have the right, in its sole discretion, to cause the surety under the Grading Work Performance Bond to satisfy the requirements of Section 8.1 (including without limitation, to restore the condition of the Premises to the condition specified by Section 8.1 of this Agreement and to pay in full all contractors and subcontractors performing the Grading Work or any other work performed pursuant to this Agreement) or to seek reimbursement under such bond for work performed or amounts paid by the City in satisfaction of the foregoing. Upon payment in full of all amounts due and release of all liens (or bonding of outstanding liens in the amounts required by the DDA) and performance by Developer or the surety under the Grading Work Performance Bond of the work required by this Section 8, the City shall release the Grading Work Performance Bond. Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6 -9 -14 FINAL(Agd).Docx 3 June 10, 2014 8.3 Survival. The provisions of this Section shall survive termination of this Agreement. 9. Release. 9.1 Developer's Release. Developer, on behalf of itself, its members, principals, officers, elected officials beneficiaries, trustees, shareholders, partners, heirs, personal representatives, successors and assigns (collectively, the "Releasing Parties "), as the case may be, hereby waives the right to recover from and fully and irrevocably releases City and its officers, elected officials, employees, consultants, agents, representatives and contractors (collectively, the "Released Parties "), from and against any and all Claims that each of the Releasing Parties may now have or hereafter acquire arising from or related to the activities of Developer and any damage or destruction of any improvements located on the Premises, excepting from the foregoing release: (a) any Claim that is the result of the gross negligence, willful misconduct or fraud of the City or any of a Released Party; (b) any breach by the City of any of the covenants or obligations set forth in this Agreement, and (c) any other Claims to the extent such claims are based upon the Active Negligence of the City or any Released Parties. This release includes Claims of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known by the Releasing Parties, would materially affect the Releasing Parties' decision to release the Released Parties. The Releasing Parties specifically waive the protection of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED THIS SETTLEMENT WITH THE DEBTOR." In this connection and to the extent permitted by law, the Releasing Parties realize and acknowledge that factual matters now unknown to it may have given or may hereafter give rise to Claims or controversies which are presently unknown, unanticipated and unsuspected, and the Releasing Parties further agree that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that the Releasing Parties nevertheless hereby intend to release, discharge and acquit the Released Parties from any such unknown Claims and controversies to the extent set forth above. To the extent permitted by law, the foregoing provisions of this Section 9.1 shall survive the termination of this Agreement. Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific Corp. Development 6 -9 -14 FINAL(Agdl.Docx 4 June 10, 2014 CITY HAS AGREED TO ENTER INTO THIS AGREEMENT AND HAS GIVEN THE RELEASING PARTIES MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR THE RELEASING PARTIES AGREEING TO THE PROVISIONS OF THIS SECTION. BY INITIALING BELOW, DEVELOPER ACKNOWLEDGES THAT (A) IT HAS READ AND FULLY UNDERSTANDS THE PROVISIONS OF THIS SECTION, (B) IT HAS HAD THE CHANCE TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (C) IT HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS SE TI CITY 7eAEVEL-PER 9.2 City's Release The City shall record the Release in the form attached in Exhibit "D" to this Agreement and incorporated herein by this reference upon the occurrence of each of the following: (a) termination of the License and this.Agreement due to a termination of the DDA prior to the Close of Escrow, (b) the final resolution of all Actions and disputes pending between the Parties with respect to any terms or conditions of the DDA, this Agreement, the Grading Work Performance Bond or the Premises, and (c) compliance by Developer with its obligations under Section 8 of this Agreement. 10. Indemnity. Developer hereby agrees to protect, indemnify, defend and hold harmless the City Indemnified Parties from and against any and all Claims Accruing during the term of this Agreement to the extent arising from or related to Developer's activities during the term of this Agreement including, but not limited to (a) the acts or omissions to act of Developer or the Developer Representatives arising from the presence, activities or work on or use of the Premises by Developer or the Developer Representatives, including with respect to any Grading Work performed by Developer or any Developer Representatives on the Premises pursuant to this Agreement, any inspections, surveys, tests, Investigations and studies carried out by Developer or the Developer Representatives on the Premises during the term of this Agreement or from the exercise of the License by Developer or the Developer Representatives; (b) entry onto the Premises by Developer or the Developer Representatives in connection with this Agreement, (c) bodily injury to or death of any person (including any employee or contractor of the City Indemnified Parties) or damage to or loss of use of property resulting from such acts or omissions of Developer or any of the Developer Representatives and (d) the cost of compliance with any Construction Conditions established by any Environmental Agency or Environmental Law and accepted by the City and Developer pursuant to Section 12.1; provided that Developer shall not be responsible for and shall have no obligation to defend or indemnify the City Indemnified Parties to the extent a Claim relates to or arises from: (i) the active negligence, gross negligence or willful misconduct of a City Indemnified Party and /or (ii) the mere discovery of existing conditions, contamination or hazardous materials at, on, under or emanating from the Premises (collectively, "Excluded Claims "). If the City is served or otherwise presented with a Claim or potential Claim for which it believes it is entitled to defense and /or indemnity under this Section, City will notify Developer of such Claim or potential Claim within ten (10) Business Days of receipt of such claim. Selection of counsel and defense of a Claim shall be I -ustin SPC License And Agreement For Site Ikvelopment 6.9 -14 FINAL (Agd).Doex City of Tustin /Standard Pacific Corp. 5 June 10, 2014 conducted in accordance with the provisions of Section 10.8 of the DDA. The provisions of this Section shall survive termination of this Agreement. H. Costs: No Liens. Developer shall bear all costs relating to the Grading Work. Developer and the Developer Representatives shall not place, allow to be placed on, or incur any liens against the Premises or any portion thereof in connection with the Grading Work or in any way attributable to the acts of Developer and /or the Developer Representatives on the Premises. Developer agrees to indemnify, defend, and hold the City and its elected and appointed officials, employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns free and harmless from and against any and all Claims arising with respect to payment of liens assessed or levied against the Premises and/or the Improvements in connection with the Grading Work performed, materials furnished, or any other activities under control of Developer or the Developer Representatives which, pursuant to the laws of California, may become a lien on the Premises. Should any lien be filed against the Premises in connection with the Grading Work, Developer shall promptly bond around the lien as part of disputing the lien with the party asserting the lien. The provisions of this Section shall survive termination of the License and this Agreement. The City may post notices of non - responsibility on the Premises prior to Developer's commencement of any work under this Agreement. 12. Damaee and es ruction; Environmental Remediation. 12.1 Remediation. In the event of damage to or loss of any improvements or personal property situated on the Premises, Developer shall take all appropriate steps to erect fences to preclude unauthorized access to the Premises and otherwise mitigate hazardous and unsafe conditions within the Premises caused by the damage and destruction. In addition, if any presence or Release of a Hazardous Material is discovered by Developer or a Release is caused by the Developer or any Developer Representative on the Premises during the term of this Agreement, (a) Developer shall promptly provide written notice (or in the event of emergency, telephonic notice, followed by written notice) of any such presence or Release to the City and (b) Developer shall, in full compliance with this Agreement, including without limitation, Section 1 1 and Section 18, (i) Remediate the Hazardous Materials in compliance with and to the extent required by Environmental Laws and any Environmental Agency to the level required by Governmental Agencies for single family residential purposes, or if such removal is prohibited by any Environmental Laws, take whatever action is required by any Environmental Law and any Environmental Agency. Developer's obligation to Remediate with respect to any affected area tinder this Section 12 shall be considered fully satisfied upon receipt of a No Further Action Letter with respect to such affected area, (ii) take such other action as is necessary to have the full use and benefit of the Premises as contemplated by this Agreement and (iii) provide the City with satisfactory evidence of the actions taken as required in this Section 12. For purposes of this Agreement, the term "No Further Action Letter" shall mean a "No Further Action Letter," "Closure Letter" or other equivalent document to be issued by the appropriate governmental agency, which letter is to generally confirm that "no further action" is to be required to address the existence of Hazardous Substances within the affected area and there are no constraints or restrictions on future use.. The City shall have a right to have an observer present during all such testing and remediation work. City may provide comments to any remedial action plan prepared by Developer for any remediation (a "RAP "), and Developer shall not unreasonably decline to incorporate such comments in such RAP, provided, however, that City shall not have approval or Tustin SPC License And Agreement For Site Development 6 -9 -14 FINAL (Agd).Docx City of Tustin /Standard Pacific Corp. 6 June 10, 2014 consent rights with respect to such RAP; provided that, in the event that a Governmental Agency requires the consent of the City for the approval of any RAP or issuance of a No Further Action Letter, City shall have a right to consent but agrees not to unreasonably withhold, delay or condition such consent except to the extent necessary to assure that there shall be no land use control, constraint, limitation or restriction on the construction and sale of single family residences on the Premises ( "Constraints "); provided that the City shall not unreasonably withhold its consent to Construction Conditions (defined below) that meet the requirements of clauses (a) and (b) below. Examples of Constraints that the City may reject in its sole discretion are Constraints that affect the ability of any Person to construct single family residential homes on the Premises, to construct swimming pools on the Premises, to dig 12 feet or less below the surface of the land and the like. On the other hand, the Parties recognize that certain remedial or removal action to address pre- existing contamination at the Premises is not feasible economically or from an engineering perspective without imposition of certain conditions. Such conditions that will not provide Constraints on the use of the Premises are referred to herein as "Construction Conditions ". As an example, if methane exists below the surface of the Premises, in lieu of removal of the methane, use of a methane boot may be required. If Developer proposes a Construction Condition and the City does not agree to Developer's assertion and withholds consent on that basis; then Developer will obtain and submit to the City estimates from at least two contractors as to the cost to Remediate the Premises to a level without Constraints without Construction Conditions and the cost to Remediate to such level with Construction Conditions. If (a) the cost to Remediate the pre - existing Hazardous Materials without imposition of Construction Conditions is more than 15% greater than the cost to Remediate with the imposition of Construction Conditions and (b) following Remediation to the standard required with imposition of the Construction Condition there is no Constraint on the ability to construct and sell single family homes, then failure of the City to agree will be deemed unreasonable absent other basis for denial asserted by the City. 12.2 Assignment of Rights. City hereby assigns to Developer, to the extent such rights are assignable, on a non - exclusive basis and as the Parties' interests may appear, any rights that City has against any Person with respect to any Remediation, indemnification or liability with respect to Hazardous Materials located on or about the Premises that Developer is responsible for under this Agreement, excluding any rights with respect to City's existing. pollution legal liability insurance policies. 12.3 Cooperation; Further Assurances City shall reasonably cooperate with Developer in pursuing and /or processing any claim against any insurer (excluding claims under City's existing pollution legal liability insurance policies) or any other Person with respect to Developer's obligations under this Agreement, including, without limitation, by making a claim against any insurer in City's name for the benefit of Developer with respect to any costs, liability or damages incurred by Developer under this Agreement, all at Developer's cost and expense. Developer shall have full authority to pursue such claims in its own name and without consent or approval from City, and shall have the right to make all decisions in connection with the pursuit of any such claim. In the event that for any reason the assignment of rights set forth in Section 12.2 above is ineffective or incomplete, City agrees: (a) upon written request of Developer, to pursue claims against any Person for whom the assignment of rights is ineffective or incomplete on behalf of the Developer in City's own name for the benefit of Developer (a "Third Party Claim ") subject to the provisions of this Section, (b) to initiate a Third Party Claim requested by Tustin SPC License And Agreement For Site Development (r9- 14FINAL(Agd).Doex 7 City of Tustin/Standard Pacific Corp. June 10, 2014 Developer, which may include an action, arbitration, reference or other alternative dispute resolution mechanism and (c) if the City has no claim, to cooperate with Developer in pursuing any such matter initiated by Developer. If City fails to initiate a Third Party Claim if the City has such a claim, as required hereunder, Developer shall be excused from its obligations to remediate under Section 12 above. City shall not unreasonably withhold, condition or delay its compliance with Developer's requests in connection with the prosecution and resolution of such Third Party Claim, including with respect to venue, strategy, law and motion and settlement. The City shall use its commercially reasonable diligence in prosecuting such claim to conclusion. City's prosecution of any Third Party Claim or other compliance with the provisions of this Section shall be at Developer's sole cost and expense, and if applicable, with the assistance of counsel selected by Developer who shall represent the City as well as Developer as the real party in interest, except in the event of a conflict of or disparate interest. Such cost and expense of City shall include reimbursement for time of City personnel and counsel incurred in connection with such pursuit, to be charged at the then existing rates charged by City with respect to such personnel. Each of the Parties shall execute and deliver any and all additional papers, documents or instruments, and shall do any and all acts and things reasonably necessary or appropriate in connection with the performance of its obligations under this Section 12 in order to carry out the intent and purpose of this Agreement. City shall promptly pay over to Developer any award, payment, judgment or settlement received by it in respect of any Third Party Claim. In the event the Close of Escrow occurs under the DDA, this Section 12.2 shall survive the termination of this Agreement. 12.4 Survival. In the event this Agreement terminates due to the Close of Escrow under the DDA, the terms of the DDA shall govem the Remediation of the Premises by Developer and the provisions of this Section 12 shall not survive other than Sections 12.2 and 12.3 which shall survive only with respect to any Hazardous Materials or Hazardous Material Release discovered on the Premises by Developer during the term of this Agreement. In the n 2 of event this Agreement terminates in accordance with subsections (b), (c) or (d) under Sectio this Agreement, the parties' rights and obligations under Section 12.1 shall surve the iv termination of this Agreement but only with respect to any Hazardous Material or Hazardous Material Release discovered on the Premises by Developer or caused by Developer or any Developer Representative during the term of this Agreement and the parties' obligations under Sections 12.2 and 12.3 shall survive only with respect to any Hazardous Materials or Hazardous Material Release discovered on the Premises by Developer during the term of this Agreement. To the extent that completion of any Remediation is required pursuant to the foregoing, Developer will complete such Remediation obligations in full and shall not be relieved of its obligations as a result of the termination of this Agreement or for any other reason. 13. Exculpation. The City shall not be liable in damages to Developer or to any owner, lessee, any Developer or other Person, on account of (a) any approvals or disapproval by the City, including by the City Manager or designee, whether made in the Governmental Capacity or Proprietary Capacity of the City of any design documents, including the Approved Plans, any Basic Concept Plan and grading plans for the Grading Work, whether or not defective or whether or not in compliance with applicable laws or ordinances; et any construction, performance or nonperformance by Developer or any owner, lessee, Developer or other Person of any work on the Premises or the Improvements, whether or not pursuant to the Grading Permit or whether or not in compliance with applicable laws or ordinances; (c) any mistake in judgment, Tustin SPC License And Agreement For Site Development 6 -9 -14 FINAL (Agd).Deex 8 City of Tustin /Standard Pacific Corp. June 10, 2014 negligence, action or omission in exercising its rights, powers and responsibilities hereunder; and /or (d) the enforcement or failure to enforce any of the provisions of this Agreement. Every Person who makes design submittals to Developer for approval shall be informed in writing and shall agree that by reason of such submittal agrees not to bring any suit or action against the City seeking to recover any such damages and expressly waives any such claim or cause of action for such damages which it would otherwise be entitled to assert. The review of any design submittals shall not constitute the assumption of any responsibility by, or impose any liability upon, the City as to the accuracy, efficacy, sufficiency or legality thereof nor decrease or diminish any liability, duties, responsibilities, or obligations of Developer under this Agreement or otherwise. The provisions of this Section shall survive termination of the License and this Agreement. 14. No Supervision or Control. The City (whether acting in its Governmental Capacity or its Proprietary Capacity) does not have any right, and hereby expressly disclaims any right, of supervision or control over the architects, designers, engineers or persons responsible for drafting or formulating of any plans, drawings and related documents of Developer. 15. No Waiver. Nothing contained in this Agreement shall be deemed to waive the right of the City to act in its Governmental Capacity with respect to the consideration and approval of the Entitlements and all other permits, licenses and approvals requested by Developer from time to time in connection with the Project 16. Bailee Disclaimer and Waiver of Claims. Developer acknowledges and agrees that City has granted its permission for use of the Premises only for the purposes and in accordance with the provisions of this Agreement. By entering into this Agreement, City is not agreeing in any manner to accept obligations or responsibility for the safekeeping of the vehicles or other property of Developer or of Developer's agents, contractors, officers, employees or invitees. This Agreement is not a contract for bailment or deposit of goods for safekeeping and City in no manner whatsoever purports to be a bailee. As a material part of the consideration to be rendered to City for this Agreement, Developer hereby waives any and all claims or causes of action against City, its officers, agents, or employees which it may now or hereafter have for damages to, loss of, or theft of Developer's vehicles or other property anywhere in, about, or on Tustin Legacy, including, but not limited to, the Premises, from any cause whatsoever, unless such damage, loss, or theft results from the sole negligence, gross negligence or willful misconduct of City, its officers, agents, or employees. 17. Compliance with Laws. Developer will at all times during the term of this Agreement promptly observe and comply, at its sole cost and expense, and shall maintain the Premises and cause its use of the Premises, including without limitation, all Grading Work, to be performed in accordance with the Grading Permit and all Governmental Requirements, including without limitation all applicable federal and State labor laws and regulations, all permits required to perform the Grading Work. Developer shall investigate the applicability of and, if and to the extent applicable, pay prevailing wages meeting the requirements of such laws and regulations. Developer covenants that it will not generate, use, or store hazardous substances or hazardous waste on the Premises in violation of Environmental Laws. Developer shall defend, indemnify and hold harmless the City of Tustin from and against all claims, liabilities, losses, damages and costs, foreseen or unforeseen, which the City of Tustin may incur by reason of Developer's Tustin SPC License And Agreement For Site Development 6-9 -14 FINAL (Agd).Docx City of Tustin/Standard Pacific Corp. 9 June 10, 2014 action or non - action in violation of its obligations under this Section; provided however, that the foregoing indemnity shall exclude any Excluded Claims. This provision shall survive the expiration or termination of the License and this Agreement. 18. Data Sharing. Developer agrees to provide the City with copies of all soil test results. Notwithstanding the provisions of Section 17, and except for the routine reporting of data incident to a permit application, should Developer discover conditions on the Premises during the conduct of the Grading Work, that Developer believes may require reporting to any Governmental Authority (local, regional, state, or federal), Developer shall, as promptly as reasonably practical, advise the City of such discovery and thereafter provide City with the field and /or laboratory data pertaining to such discovery. The City shall be responsible for making whatever report or reports may be required in light of such discovery(ies). 19. Rights of City to Revoke License for Default. This Agreement and the License granted hereby may be revoked by the City by provision of written notice to Developer, (a) during the continuation of any default by Developer under this Agreement beyond the notice and cure period set forth in Section 32, or (b) at any time if the City determines, in its sole discretion, that the conduct or activities of Developer create health or safety concerns requiring stoppage of the work. If Developer disputes the City's revocation of the License pursuant clause (b) above, Developer shall have the right to provide the City with written notice within three (3) calendar day(s) following delivery of such revocation notice setting forth Developer's basis for the dispute. Developer and City shall meet and confer within five (5) Business Days from the delivery of Developer's notice, in order to identify specific actions and remedies to be taken by Developer to cure the default asserted by the City and provided that Developer agrees in writing to take such actions and to promptly prosecute them to completion in a manner satisfactory to the City in its reasonable discretion, the City shall not unreasonably withhold the reinstatement of the License and this Agreement. 20. Additional Rules and Regulations Applicable to Use of Premises. In connection with its use of the Premises, Developer shall comply with the rules and regulations of the City attached as Exhibit "C" to this Agreement. 21. Dispute Resolution. In the event of a dispute between the Parties with respect to this Agreement, the Parties agree that they shall resolve such dispute in accordance with the provisions of Section 17.1 of the DDA, and the cost of any such proceeding shall be borne in accordance with the provisions of Section 17.2 of the DDA and the provisions of Section 17.8 and 17.9 of the DDA shall apply with respect to such dispute. 22. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. 23. Relationship of Parties; Not an Easement or Interest in Land. Nothing contained in this Agreement shall be deemed or construed, either by the Parties hereto or by any third party, to create the relationship of principal and agent or to create any partnership, joint venture or other relationship between the Parties. Nothing in this Agreement shall create or constitute an easement in the Premises and this Agreement shall be considered nothing other than a license as set forth herein. Tustin SPC License And Agreement For Site City ofTustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (AgdIDocx 1 Lune Corp. 24. Notices. All notices required by this Agreement shall be provided in writing and shall be deemed received when (a) personally served, (b) two (2) days after being sent by registered or certified mail, return receipt requested, postage or charges prepaid, or by recognized overnight carrier, or one (1) day after receipt by facsimile machine or electronic mail, with transmission and receipt acknowledged in writing, and addressed to the Party for whom intended at such Party's address herein specified, or at such other address as such Party may have substituted therefore by proper notice to the other. If to Developer: Standard Pacific Corp. Attn: Michael Battaglia 15360 Barranca Parkway Irvine, CA 92618 Fax: (949) 789 -1745 Email: MBattaglia @stanpac.com With a copy to: Rutan & Tucker, LLP Attn: Kevin Brazil, Esq. 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Fax: (714) 546 -9035 Email: kbrazil @rutan.com If to the City: City of Tustin Attn: Jeffrey C. Parker, City Manager 300 Centennial Way Tustin, CA 92780 Fax: 714- 838 -1602 Email: jparker @tustinca.org With a copy to: Woodruff Spradlin & Smart, APC Attn: David Kendig, Esq., City Attorney 555 Anton Boulevard, #1200 Costa Mesa, CA 92626 Fax: (714) 415-1183 Email: dkendig @wss- Iaw.com Tustin SPC License And Agreement For Site Development 6 -9 -14 FINAL (Agd).Doex City of Tustin/Standard Pacific Corp. I I June 10, 2014 and: Armbruster Goldsmith & Delvac LLP Attn: Amy E. Freilich, Esq., Special Counsel l 1611 San Vicente Blvd., Suite 900 Los Angeles, CA 90049 Fax: (310) 209 -8801 Email: amy @agd- landuse.com 25. No Assignment. This Agreement shall not be assigned by Developer except with the prior written consent of the City in its sole discretion. 26. Exhibits Incorporated. Each exhibit attached and referred to in this Agreement is hereby incorporated by reference as though set forth in full where referred to herein. 27. Severability. If any provision of this Agreement or application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement (including the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable) shall not be affected thereby, and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 28. Entire Agreement. This Agreement and the DDA contains the entire agreement of the Parties with respect to the subject matter and no amendment, change, modification or supplement to this Agreement shall be valid and binding on any of the Parties unless it is represented in writing and signed by each of the Parties hereto. 29. Counterparts. This Agreement and any amendments hereto may be executed in counterparts, each of which is deemed an original and all of which, when taken together constitute one and the same instrument. 30. Further Assurances. Each of the Parties hereto shall execute and deliver at their own cost and expense, any and all additional papers, documents, or instruments, and shall do any and all acts and things reasonably necessary or appropriate in connection with the performance of its obligations hereunder in order to cant' out the intents and purposes of this Agreement. 31. Authority. Each Party warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder. Each individual who signs this Agreement on behalf of an entity warrants that he /she has been duly authorized to do so and to bind such entity. 32. Default Procedure. A non - defaulting party (the "Non- Defaulting Party ") at its discretion may elect to declare a default under this Agreement in accordance with the procedures hereinafter set forth for any failure or breach of any other party ( "Defaulting Party ") to perform any material duty or obligation of said Defaulting Party in accordance with the terms of this Agreement. However, the Non - Defaulting Party must provide written notice to the Defaulting Party setting forth the nature of the breach or failure and the actions, if any, required by the Defaulting Party to cure such breach or failure. The Defaulting Party shall be deemed to be in Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 12 June 10, 2014 "default" of its obligations set forth in this Agreement if the Defaulting Party has failed to take action and cure the default within five (5) Business Days after the date of such notice. 33. Limitation on Damages. Developer acknowledges that the City would not have entered into this Agreement if the City could become liable for damages under or with respect to this Agreement. Consequently, and notwithstanding any other provision of this Agreement, except for the payment of attorneys' fees in accordance with Section 21 of this Agreement and court costs, the City shall not be liable in damages under this Agreement to Developer and Developer, on behalf of itself and each Developer Representative hereby waives any and all rights to claim damages of any other kind or nature from the City including without limitation, Claims for lost profits, consequential, incidental, indirect, special, collateral, exemplary or punitive damages. Except as otherwise set forth in this Agreement, in no event shall Developer be liable to the City for any lost profits, consequential, incidental, indirect, special, collateral, exemplary or punitive damages in connection with this Agreement or the Grading Work. [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW.] Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 13 June 10, 2014 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first written above. DEVELOPER: STANDARD PACIFIC CORP., a Delaware corporation M Name: EL G. I V BATTnG _. A Title: — tsnn7 � gF_`;ENTATIV'E By: Name: Title: AUTHORIZED REPRESENTATIVE CITY O#re. By: GY ker, ATT EST: Az�- By: Erica Rabe City Clerk Services Supervisor APPROVED AS TO FORM By: David Kendig, City Attorney Armbruster Goldsmith & Delvac LLP Spe4E. ounsel to the City By: Tustin SPC License And Agreement For Site City ofTustin /Standard Pacific Co Development 6 -9 -14 FINAL (Agd .Docz 14 Corp. June 10, 2014 EXHIBIT "A" LEGAL DESCRIPTION OF DEVELOPMENT PARCELS Tustin SPC License And Agreement For Site . Or l City OiTustin /Standard PeCfiC Corp. Development 6 -9 -14 FINAL (Agd).Docx 15 Jun 1 c Co p. LEGAL DESCRIPTION In the City of Tustin, County of Orange, State of California, being all of Lots 8 through 14, inclusive, Lots MM through VV, inclusive, Lots CCC, DDD, 000, ZZZ and 00000 of Tract No. 17404 as per map filed in Book 907, Pages 6 through 42, inclusive, of Miscellaneous Maps, in the office of the County Recorder of said county. As shZon ibi / t "B" attached hereto and by this reference made a part hereof. LAND S Robert L. Wheeler IV, L.S. 8639 L WNFFF9L�� Date: 1/Z 6/1 c f m� Revised January, 28, 2014 January 10, 2014 WO No. 252 -86X Page 1 of 3 H&A Legal No. 8189 By: K Vo Checked By: R. Wheeler EXHIBIT °B" DEPICTION OF DEVELOPMENT PARCELS Tustin SPC License And Agreement For Site City ofTustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 16 . June 10, 2014 Sketch to Accompany Legal Description LOT FFFF TRACT NO. 17404 j LOT CCC LOT DDD OT SS NV6, 13 L Oo_ I-LOT FFFF 14 \-LOT RR �qJv �T DoT 12 8 `o QS �o 10 0 9 �OPp M.M. 90716 -42 LOT p7, JAMBOREE ®R U I N & ASSOCIATES I R V N E I N C EXHIBIT PUNNING ENGINEERING - Thee Hughes • I . U 91618 • M (919) 5831010 FY ("9) S 759 CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA DAM: 01/10/14 j, ATi 01/28/14 1 e°R. WHEELER e ° K. VO SCALE 1 "= 400' W.O. 252 -86X I: TustinLe ac LD 81 89 - 1 7507 —CONVE SHT01.dw H &A LEGAL No. 81891 SHEET 1 OF 1 EXHIBIT "C" RULES AND REGULATIONS 1. Developer shall comply with all requirements of the Occupational Safety and Health Administration. 2. Trash disposal shall comply with CR &R Incorporated and City of Tustin standards. 3. Developer shall be required to have and maintain a valid City of Tustin Business License. 4. All requirements of the City's Noise Ordinance (Chapter 6 of the City Code) shall be met at all times. 5. Developer may not access any other areas on the adjacent Tustin Legacy properties and may not enter any of the buildings on the Tustin Legacy site for any purpose. 6. Developer shall ensure controlled access to the Premises is maintained at the intersection of Park Avenue Gate at Victory Road ( "Gate "). The Gate is Developer's sole authorized access to the Premises and will be response for ensure that no unauthorized persons or vehicles access the overall Tustin Legacy property. Developer shall ensure the gate remain closed all times while not in use. Developer understands and agrees that this access may be disturbed in the future. The City makes no guarantees that there will be continuing access that can be provided at the current location. 7. Except for ingress and egress, Developer must keep the vehicle gates and adjacent roadway free and clear at all times. Developer shall install a temporary (mobile) chain -link fence around the Premises as shown on Exhibit "A" at its sole cost and expense subject to inspection and approval of the installation by the City. The Applicant shall remove said installation upon termination of this Agreement. The vehicle gate shall be installed to open into the parking lot so as not open outward and obstruct the internal circulation access route between the Premises and Tustin Ranch Road. 8. Security and access to Tustin Legacy is currently performed by the City of Tustin Police Department. The City of Tustin is not responsible for providing security services for Developer, Developer's equipment or property, or the Premises during the license period. Access to the Premises shall be permitted only during daylight hours only from 7:00 a.m. until 6:00 p.m., Monday through Friday, 9:00 a.m. until 5:00 p.m. on Saturdays. Developer is responsible for securing the Premises; including keeping the vehicle gate closed and locked during hours when use of the Premises is not permitted. 9. Hours of operation shall be according to Tustin City Code Section 4616 which limits construction activities to between 7:00 a.m. and 6:00 p.m. Monday through Friday, and between 9:00 a.m. and 5:00 p.m. on Saturdays, and at no time on Sundays unless otherwise approved by the City. Construction activities are prohibited on New Year's Day, President's Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6.9 -14 FINAL (Agd).Docx 17 June 10, 2014 Day, Memorial Day, Independence Day, Labor Day, Veterans' Day, Thanksgiving Day, and Christmas Day. 10. This development shall comply with all provisions of the City of Tustin Water Quality Ordinance and all Federal, State, and Regional Water Quality Control Board rules and regulations, including keeping the Premises, and public roadways, including but not limited to Tustin Ranch Road and Warner Avenue, clear of any dirt or mud tracked out of the parking area. 11. In addition to access required under other provisions of this Agreement, the City, and the Department of Navy and their representatives shall be allowed access to the Premises at all times throughout the term of this Agreement and as further shown on Exhibit "A ", for any purpose without prior written notice to Developer. Developer shall ensure that the City has a current roster of on -call personnel and their phone numbers. Developer shall have no claim against the City for exercise of their rights of access hereunder. 12. Developer shall not make or permit to be made any use of the Premises or any part thereof (i) which would violate any of the covenants, agreements, terms, provisions, and conditions of this Agreement; or (ii) which would directly or indirectly violate any federal, state or local law, ordinance, rule or governmental regulation; or (iii) which will suffer or permit the Premises or any part thereof to be used in any manner or permit anything to be brought onto or kept thereon which, in the reasonable judgment of City, shall in any way impair or tend to impair the character, reputation or appearance of the Premises or which will impair or interfere with or tend to impair or interfere with any of the services performed by City. 13. Developer shall not display, inscribe, print, maintain or affix on any place in or about the Premises any sign, notice, legend, direction, figure or advertisement, except as may be approved by City in writing. 14. Developer shall comply with all laws, enactments, rules, ordinances and regulations of all governmental authorities relating or applicable to Developer's occupancy of the Premises governing use of the Premises. Developer shall obtain all permits and licenses required by the City of Tustin and shall pay all required fees. 15. Developer's work on the Premises will be coordinated and performed with the work contemplated in and in accordance with the Soil License Agreement. 16. Developer shall allow no dangerous or hazardous condition to be created or caused on the Premises. Tustin SPC License And Agreement For Site City of Tustin/Standard Pacific 18 June 10, Corp. rp. Development 6 -9 -14 FINAL(Agd). Docx EXHIBIT "D" FORM OF RELEASE WHEN RECORDED MAIL TO: (Space Above for Recorder's Use) RELEASE AND HOLD HARMLESS REGARDING CERTAIN GRADING WORK CLAIMS RELATING TO REAL PROPERTY The CITY OF TUSTIN (the "City ") and STANDARD PACIFIC CORP., a Delaware corporation ( "Developer "), previously entered into (a) that certain Tustin Legacy Disposition and Development Agreement for Disposition Parcels 1B & 6A dated March 11, 2014, as amended ( "DDA "), which has terminated in accordance with its terms, (b) that certain License and Agreement for Site Development dated June _, 2014 ( "License Agreement ") with respect to certain grading work on the Development Parcels (as defined in the DDA) owned by City in the City of Tustin, County of Orange, State of California, more particularly described in the legal description attached hereto as Exhibit "1" and incorporated herein by this reference ( "Property ") and (c) that certain Soil License Agreement dated June _, 2014 ( "Soil Agreement ") granted a license to Developer to excavate and remove soil from certain land owned by the City adjoining the Property and the export of soil spoils from the Property to such adjacent land. Pursuant to the License Agreement, the City agreed to provide a release to Developer under certain circumstances upon termination of the DDA prior to close of escrow. This Release and Hold Harmless Regarding Certain Grading Work Claims Relating to Real Property is referred to herein as this "Release Agreement." NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the City hereby agrees as follows: I . Release. City, on behalf of itself, and all successor owners of fee title to all or any portion of the Property (other than a home buyer who purchases a lot improved with a residence or any utility or governmental authority acquiring any portion or interest in the Property) ( "Successor Owners ") and their respective members, principals, officers, elected officials beneficiaries, trustees, shareholders, partners, heirs, personal representatives, successors and assigns (collectively, the "Releasing Parties "), as the case may be, hereby waives the right to recover from and fully and irrevocably releases Developer and its officers and employees, agents and, except as set forth in the last sentence of Section 2 below, Developer Representatives Tustin SPC License And Agreement For Site . City Of Tustin/Standard Pacific Corp Development 6 -9 -14 FINAL (Agd).Docx 19 June 10, 2014 p. (defined below) (collectively, the "Released Parties "), from and against any and all claims, actions, causes of action, demands, orders, penalties, losses, damages, liabilities, costs, expenses (including attorneys' fees, expert witness and consultant fees and court and litigation costs) (collectively, "Claims ") that each of the Releasing Parties may now have or hereafter acquire arising from or related to the performance by the Developer or Developer's consultants or contractors (the "Developer Representatives ") of the work described by [Grading Permit # I on the Property (the "Grading Work "), including without limitation, any and all design or construction defects (the "Grading Work Claims ") excepting from the foregoing release: (A) any of the foregoing Grading Work Claims that is the result of the willful misconduct or fraud of Developer or any Developer Representative, (B) any breach by Developer of any of the covenants or obligations set forth in this Release Agreement and (C) any Claims other than Grading Work Claims. For the avoidance of doubt, the foregoing release shall not be construed to release the Released Parties from any liability or Claim by the City under the DDA, the Soil License Agreement or the License Agreement other than with respect to any design defect or construction defect relating to the Grading Work performed on the Property by the Released Parties. 2. Successor Owner Indemnity, Agreement to Defend and Hold Harmless. All Successor Owners (but expressly excluding the City) shall indemnify, defend and hold harmless the Released Parties from and against any and all Claims brought by homeowners with respect to builder liability arising from or related to the Grading Work performed by the Released Parties on the Premises under the License Agreement; excepting from the foregoing indemnity (A) any Claim that is the result of the willful misconduct or fraud of Developer or any Developer Representative and (B) any breach by Developer of any of the covenants or obligations set forth in this Release Agreement. Notwithstanding anything to the contrary set forth above, any Successor Owner may enter into a new contractual agreement with any contractor or consultant who performed any work on the Property on behalf of the Developer (a New Contract) and the release and indemnification provided in this Release Agreement shall not in any way affect or limit any rights or claims such Successor Owner would have against any such contractor or consultant arising from or related to such New Contract. 3. Legal Fees and Costs. If City, Developer or any Successor Owner institutes any action, suit, proceeding, counterclaim or other proceeding for any relief against another Party, declaratory or otherwise (collectively an "Action "), to enforce the terms hereof or to declare rights hereunder then the Prevailing Party in such Action shall be entitled to have and recover of and from the other Party all costs and expenses of the Action, including (a) reasonable attorneys' fees which shall be payable at the contractual hourly rate for City's litigation counsel at the time the fees were incurred, but in no event less than $200 per hour and (b) costs actually incurred in bringing and prosecuting such Action and /or enforcing any judgment, order, ruling or award (collectively, a "Decision ") granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether or not such Action is prosecuted to a Decision. Any Decision entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable attorneys' fees and expert fees and costs (collectively "Costs ") incurred in enforcing, perfecting and executing such judgment. For the purposes of this paragraph, Costs shall include in addition to Costs incurred in prosecution or defense of the underlying action, reasonable attorneys' fees, costs, expenses and expert fees and costs incurred in the following: post judgment motions and Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd).Docx 20 June 10, 2014 collection actions, contempt proceedings, garnishment, levy, debtor and third party examinations, discovery, bankruptcy litigation and appeals of any order or judgment. "Prevailing Party" within the meaning of this Section includes a party who agrees to dismiss an Action in consideration for the other Party's payment of the amounts allegedly due or performance of the covenants allegedly breached, or obtains substantially the relief sought by such party. 4. Termination and Amendments. City shall not terminate, amend or modify this Release Agreement without the prior written consent of Developer. This Release Agreement shall automatically terminate, without further action of any party, upon the fifteenth (15's) anniversary of the date set forth immediately below. (signatures on following page) Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Corp. Development 6.9 -I4 FINAL (Agd).Docx 21 June 10, 2014 IN WITNESS Regarding Agreement .20 ATTEST: M WHEREOF, the City has executed this Release and Hold Harmless Certain Grading Work Claims Relating to Real Property on Erica Rabe City Clerk Services Supervisor APPROVED AS TO FORM 0 David Kendig, City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City In Amy E. Freilich CITY OF TUSTIN: M Jeffrey C. Parker, City Manager Tustin SPC License And Agreement For Site Corp. City of Tustin/Standard Pacific Co Development 6 -9 -14 FINAL (Agd).Doex 22 June 10, rp. State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct. WITNESS my hand and official seal. State of California County of On before me, (Seal) (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Tustin srC License And Agreement For site City ofTustin /Standard Pacific Corp. Development 6 -9 -14 FINAL (Agd)Docz 23 June 10, 2014 FORM OF RELEASE EXHIBIT "1" LEGAL DESCRIPTION OF PROPERTY Tustin SPC License And Agreement For Site City of Tustin /Standard Pacific Co Development 6 -9 -14 FINAL (Agd).Docx 24 JP 10, Corp. LEGAL DESCRIPTION In the City of Tustin, County of Orange, State of California, being all of Lots 8 through 14, inclusive, Lots MM through VV, inclusive, Lots CCC, DDD, 000, ZZZ and 00000 of Tract No. 17404 as per map filed in Book 907, Pages 6 through 42, inclusive, of Miscellaneous Maps, in the office of the County Recorder of said county. As shown on bi /t "B" attached hereto and by this reference made a part hereof. AN S Robert L. Wheeler IV, L.S. 8639 Date: 117- 6 jt cf Revised January, 28, 2014 January 10, 2014 WO No. 252 -86X Pagel of 3 H &A Legal No. 8189 By: K Vo Checked By: R. Wheeler Sketch to Accompany Legal Description �f LOT FFFF TRACT NO. 17404 LOT CCC LOT DDD ��FF LOT SS 13 LOT VV G�� O,f,� LOT FFFF LF 14 GG Q P�D� GG JJ LOT RR �O 0� 11 T 000 SOT �0- DoT 12 p 8 000 <0; Q c �p / 10 O P 9 �O M.M. 90716 -42 COT pp / JAMBOREE ®& ASSOCIATES ' R V I N 1 R V N E I N C EXHIBIT PLANNING ENGINEERING - Three Hughes • k*n CA 91618 • PFh (949) %8 lMO EX (9d9) 5810]59 CITY OF TUSTIK COUNTY OF ORANGE, STATE OF CALIFORNIA DATE. OI 10 14 onie Ol 28 14 'DS"yc R. WHEELER ey° K. VO SCALE 1 "= 400' W.O. 252 -86X nLE. I: \TustinLegacy LD\ 8 189 —17507 — CO VEY\ S HTO 1 . d wg I H&A LEGAL No. 8189 SHEET 1 OF 1 SOIL LICENSE AGREEMENT This Soil License Agreement ( "Agreement') is made as of June 10, 2014 (the "Effective Date ") between the City of Tustin ( "City ") and Standard Pacific Corp., a Delaware corporation ( "Licensee "), (collectively, the "Parties ") as set forth herein: RECITALS WHEREAS the City owns certain property located in Tustin, California, as depicted on Exhibit "A attached hereto (the "City Property "); WHEREAS concurrently with the execution of this Agreement, Licensee has acquired from the City certain real property located in Tustin, California more particularly depicted on Exhibit B attached hereto (the "Development Parcel ") pursuant to that certain Tustin Legacy Disposition and Development Agreement for Disposition Parcels 1 B and 6A by and between the City and the Licensee dated as of March 11, 2014 (the "DDA ") (initially capitalized terms used and not defined herein shall have the meanings set forth in the DDA); WHEREAS in connection with the acquisition of the Development Parcel, Licensee wishes to (i) remove previously stockpiled soil from the City Property in the amount required for grading of the Project in accordance with the Approved Plans for the Grading Work (each as defined in the DDA), but in no event more than 650,000 cubic feet, and transport such soil onto the Development Parcel to use as fill dirt in connection with the grading and development of the Development Parcel (the "Import Activities "); and (ii) export soil spoils resulting from the finished grading and development of the Development Parcel to the City Parcel (the "Export Activities ") (the Import Activities and the Export Activities are collectively referred to as the "Activities "); WHEREAS the City desires Licensee to complete such Activities in an expeditious manner subject to the terms and conditions set forth in this Agreement: WHEREAS this Agreement is required to be executed and delivered by the Parties pursuant to the DDA, and without which the Licensee would not acquire the Development Parcel from the City. TERMS AND CONDITIONS NOW, THEREFORE, in consideration of the mutual promises and covenants of the parties contained herein, the City and Licensee agree as follows: 1. Grant of Access for Activities. Subject to the terms of this Agreement, the City hereby grants Licensee and each of its authorized representatives, consultants and subcontractors a non - exclusive license ( "License ") to enter the City Property for the purpose of performing the Activities, as defined above. Licensee may cause any soil within the City Property to be tested for the presence of any Hazardous Materials or other unsuitable material, and for its geotechnical suitability to be used as fill soil in connection with the grading and development of the Development Parcel (collectively, "Soil Tests "). As to soil which was not brought to the City Property by Licensee, Licensee may reject and leave on the City Property any soil which it deems to be unsuitable for its purposes in its sole and absolute discretion. In the conduct of the Soil License Agreement City of'rustin /Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Doex -1- June 10, 2014 Export Activities, Licensee shall not export to the City Property any soils originating from a location other than the City Property or the Development Parcel. During the term of this Agreement, Licensee will exercise reasonable efforts to avoid any material interference with use and enjoyment of the City Property by the City, and shall maintain the City's ability to access the City Property at all times, except for the types of interference and access limitations customarily associated with the Activities. After expiration or termination of this Agreement, Licensee will not interfere with the use and enjoyment of the City Property by the City or any occupant or invitee on the City Property. Licensee acknowledges that the City makes no representations or warranties as to the condition of the City Property, the soil located thereon, any hazards that may be present on or below grade at the City Property, or otherwise; and that Licensee's use of the City Property and the soil thereon is subject to the City Property's as is, where is, condition. Licensee further acknowledges that the Activities will be performed at Licensee's risk. It is the intent of the Parties that soil to be exported by Licensee pursuant to this Agreement is soil currently stockpiled on the City Property and Developer shall not excavate below the original grade of the City Property. 2. Term; Nature of License. 2.1 Commencement of License and Agreement. The term of this Agreement and the License shall commence as of the Effective Date. However, Licensee may not enter the City Property or commence the Activities until each of the following has occurred: (a) the execution of that certain License and Agreement for Site Development ("Site License Agreement ") of even date herewith by the Parties in a form mutually acceptable by the Parties; (b) the City's issuance of grading permits with respect to the grading work described in the Site License Agreement ( "Grading Permit "); (c) provision by Licensee of one or more Performance Bonds in favor of the City as obligee securing Licensee's obligations to perform the grading work under the Grading Permit; (d) execution of any subdivision improvement agreement required by the City in its Governmental Capacity as a condition to commencement of the Activities, if any; (e) provision of the insurance required by this Agreement, and (f) the satisfaction of all other conditions to commencement of the Activities described in the Entitlements, the DDA and the Schedule of Performance. 2.2 Pre -Close of Escrow. For the period prior to the Close of Escrow this License shall be a non - exclusive, revocable license and the License and this Agreement shall automatically terminate upon the occurrence of either of the following: (a) the termination of the Site License Agreement and /or the DDA prior to Close of Escrow or (b) 5:00 p.m. on the Outside Closing Date (as the same may be extended pursuant to Section 7.1 of the DDA) provided that Close of Escrow has not then occurred. In addition, prior to the Close of Escrow, the License granted by this Agreement may only be revoked by the City, by provision of written notice to Licensee, (a) during the continuation of any default by Licensee of the terms of this Agreement beyond the notice and cure period set forth in Section 18 below or a default by Licensee under the Site License Agreement beyond the notice and cure period set forth therein, and (ii) at any time if the City determines, in its sole and absolute discretion, that the conduct or activities of the Licensee create health or safety concerns requiring stoppage of the work, and the License and this Agreement shall not be revoked for any other reason. If Licensee disputes the City's revocation of the License pursuant to clause (i) above, Licensee shall have the right to provide the City with written notice within three (3) calendar day(s) following delivery of such revocation notice setting forth Licensee's basis for the dispute. Licensee and City shall meet and Soil License Agreement Tustin/Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Docx -2- June 10, 2014 confer within five (5) Business Days from the delivery of Licensee's notice, in order to identify specific actions and remedies to be taken by Licensee to cure the default asserted by the City and provided that Licensee agrees in writing to take such actions and to promptly prosecute them to completion in a manner satisfactory to the City in its reasonable discretion, the City shall not unreasonably withhold the reinstatement of the License and this Agreement. 2.3 Post -Close of Escrow. Following the Close of Escrow, this License shall constitute a license coupled with an interest, and shall be irrevocable except pursuant to the termination provisions set forth herein. The License to conduct the Import Activities on the City Property shall terminate upon the earlier of (i) eighteen months from the Effective Date, (ii) the completion of the Grading Work, or (iii) the earlier termination of the DDA. Upon termination of the License to conduct the Import Activities, this Agreement and the License granted hereby shall terminate with respect to the Import Activities and all portions of the City Property other than areas identified for Export Activities in the City approved Work Plan or Supplemental Work Plan, as applicable. The License to conduct Export Activities shall terminate upon the earlier of (i) the issuance of the Certificate of Compliance by the City under the DDA, or (ii) the earlier termination of the DDA. In addition, City shall have the right to immediately terminate this Agreement and the License by written notice to Licensee in the event of a material breach of this Agreement by Licensee, which breach is continuing following receipt of written notice by Licensee and the expiration of the applicable cure period under Section 14.2.1 or 14.2.2 of the DDA. Sections 6 and 8 shall survive termination of this Agreement. 2.4 Nothing in this Agreement shall create or constitute an easement or interest in the City Property and this Agreement shall be considered nothing other than a license as set forth herein. 3. Work Plan. Prior to commencement of the Activities, Licensee shall submit for review and approval by the City, a work plan setting forth the location, schedule and extent of Licensee's proposed Activities (the "Work Plan "). The Work Plan shall include a description of the condition of the City Property at the completion of each of the Import Activities and the Export Activities and shall include typical conditions required by the City with respect to license activities, such as applicable mitigation requirements related to noise, air quality, NPDES permit compliance, access etc. The Work Plan shall separately identify the area for Import Activities and the area for Export Activities. The Export Activities area within the License Area shall be minimized to the greatest extent feasible. Upon execution of this Agreement, and documentation confirming the insurance requirements provided for in Section 9 below, Licensee is permitted to perform the Activities in the Work Plan within the portions of the City Property designated for such use in the Work Plan. Should Licensee propose additional Activities, Licensee shall prepare a supplemental work plan specifying the proposed Activities and a schedule for them ( "Supplemental Work Plan "). The City shall review and if not approved, provide comments, if any, to Licensee within ten (10) Business Days after receiving the Supplemental Work Plan. If City does not provide comments to Licensee within such period or any agreed upon extension of such time, then Licensee is permitted to perform the Activities in the Supplemental Work Plan. All work, whether pursuant to the Work Plan or a Supplemental Work Plan, shall be performed by Licensee at no cost to the City. Licensee's work on the City Property will be coordinated and performed with the work contemplated in the Site License Agreement and DDA. Soil license Agreement Tustin /Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Docx -3- June 10, 2014 4. Data Sharing. Licensee agrees to provide the City with copies of all Soil Test results. 5. Haul Routes. In conducting the Activities, Licensee shall utilize haul routes between the City Property and the Development Parcel in locations approved by the City. Once established, haul routes may be modified or relocated by the City, provided, that haul routes are at all times available to the Licensee, and such haul routes are reasonably accessible by Licensee's grading equipment, dump trucks and other equipment. 6. Repair of City Improvements. In the event that .Licensee's conduct of the Activities damages or destroys any improvements located on the City Property or on public streets or rights of way, Licensee shall repair such damage to as near a condition as existed prior to the conduct of the Activities as is reasonably practicable at Licensee's sole cost and expense. 7. Compliance with Plans and Laws. Licensee shall perform the Activities in accordance with the Approved Plans for the Grading Work approved by the City in accordance with the provisions of the DDA and shall conduct the Activities in a manner consistent with such Approved Plans and the Work Plan and Supplemental Work Plans, if any. Licensee shall comply with all laws, regulations, ordinances and orders that apply in any manner to the Activities and for any permits that may be required to perform the Activities and with all mitigation measures set forth in applicable Mitigation Monitoring and Reporting Plans for Tustin Legacy and the Project. Notwithstanding the foregoing, and except for the routine reporting of data incident to a permit application, should Licensee discover conditions on the City Property during the Activities that Licensee believes may require reporting to any Governmental Authority (local, regional, state, or federal), Licensee shall, as promptly as reasonably practical, advise the City of such discovery and thereafter provide City with the field and/or laboratory data pertaining to such discovery. The City shall be responsible for making whatever report or reports may be required in light of such discovery(ies). 8. Indemnity. Licensee will defend and indemnify City, its officers, agents and employees (collectively, the "Indemnitees "), from and against all actions, claims, costs, damages, fees, liabilities, losses and expenses, including reasonable attorneys' fees and experts' fees (collectively, "Claims "), resulting directly from the Activities and /or Licensee's entry onto the City Property, including without limitation, any Claims by Licensee, its officers, agents or employees arising out of an alleged dangerous condition of the City Property. Notwithstanding the foregoing, Licensee shall not be responsible and shall have no obligation to defend or indemnify the Indemnitees to the extent a Claim relates to or arises from (a) the active negligence, gross negligence or willful misconduct of an lndemnitee and /or (b) the mere discovery of existing conditions, contamination or hazardous materials at, on, under or emanating from the City Property. If the City is served or otherwise presented with a Claim or potential Claim for which it believes it is entitled to defense and /or indemnity under this Paragraph, City will notify Licensee of such Claim or potential Claim within ten (10) Business Days of receipt of such claim. Selection of counsel and defense of a Claim shall be conducted in accordance with the provisions of Section 10.8 of the DDA. The provisions of this Section shall survive termination of this Agreement. Soil License Agreement Tustin /Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Docx -4- June 10, 2014 9. Licensee's Insurance. Throughout the term of this Agreement, Licensee shall maintain and require its subcontractors involved in the Activities to maintain the following insurance coverage: a. Comprehensive General Liability Insurance, in an amount of not less than $5,000,000 per occurrence (Licensee) and $1 million per occurrence (subcontractors, if not covered by Licensee's wrap insurance coverage); b. Automobile Liability Insurance in an amount of not less than $2,000,000 per occurrence (Licensee) and $1 million per occurrence (subcontractors, if not covered by Licensee's wrap insurance coverage); C. Workers' Compensation Insurance adequate to meet the statutory requirements of all jurisdictions having authority over such claims, including, but not limited to, the State of California, and Employer's Liability Insurance in an amount of not less than $1,000,000 per occurrence (Licensee) and $500,000 (subcontractors, if not covered by Licensee's wrap insurance coverage); and d. Contractor Pollution Liability Policy with a limit of liability of not less than $5,000,000 per occurrence and in the aggregate issued by an insurance company with a rating of not less than A.M. Best A- (excellent), VII, and naming the City as an additional named insured and with a waiver of subrogation in favor of the City and without exclusions from coverage relating to pre- existing conditions (whether known or unknown) and /or conditions that are discovered during the Activities. e. Prior to coming on to the City Property pursuant to this Agreement, Licensee shall provide the City with a certificate or certificates of insurance evidencing the foregoing coverages and with a blanket policy endorsement adding the City, its officers, managers, employees, elected officials, and agents as additional insureds to the Comprehensive General liability coverage. The certificate(s) of insurance shall be on an industry- standard Accord form; the endorsements shall be on the carrier's additional insured form and either: (a) the endorsement shall provide that the insurance shall not be cancelled or terminated for any reason except upon not less than ten (10) days' notice to City, or (b) Licensee shall provide evidence that the full premium for each policy has been paid in full (e.g., the effectiveness of the policy is not subject to future monthly payments of premiums or financing). The Workers Compensation Insurance coverage shall be endorsed to waive subrogation rights against the City and its officers, managers, employees, elected officials, and agents. Licensee shall be responsible for all self - insured retention or deductible amounts due under the foregoing policies. 10. No Liens. Licensee shall bear all costs relating to the Activities. Licensee and its contractors shall not incur any liens against the City Property in connection with the Activities or in any way attributable to the acts of Licensee or Licensee's agents or subcontractors on the City Property. Licensee agrees to indemnify, defend, and hold City harmless from any such liens and/or claims of liens for Activities performed, materials furnished, or any other activities under control of Licensee or its agents or subcontractors which, pursuant to the laws of California, may become a lien on the City Property. Should any lien be filed against the City Property in connection with Licensee's Activities, Licensee may bond around the lien as part of disputing Soil License Agreement Tustin /Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 PINAL.Docx -5- June 10, 2014 the lien with the party asserting the lien. The provisions of this Section shall survive termination of this Agreement. 11. Notices. All notices required by this Agreement shall be provided in writing and shall be deemed received when (a) personally served, (b) two (2) days after being sent by registered or certified mail, return receipt requested, postage or charges prepaid, or by recognized overnight carrier, or one (1) day after receipt by facsimile machine or electronic mail, with transmission and receipt acknowledged in writing, and addressed to the party for whom intended at such party's address herein specified, or at such other address as such party may have substituted therefore by proper notice to the other. Notice to Licensee shall be sent to: Michael Battaglia Standard Pacific Corp. 15360 Barranca Parkway Irvine, CA 92618 mbattagl i a(a)stanpac.com With a copy to: F. Kevin Brazil, Esq. Rutan & Tucker, LLP 611 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 kbrazil@rutan.com Notice to City shall be sent to: Jeffrey Parker, City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 jparker@tustinca.org With a copy to: David Kendig, City Attorney 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 dkendijzAwss- law.com and: Armbruster Goldsmith & Delvac LLP Attn: Amy E. Freilich, Esq., Special Counsel 11611 San Vicente Blvd., Suite 900 Los Angeles, CA 90049 Fax: (310) 209 -8801 amv c(4aed- landuse.com 12. Condition of City Property at Termination of License Agreement. At the termination of the License and this Agreement, Licensee shall (a) remove its property from the City Property including without limitation all Hazardous Materials it brought to or is required to Soil License Agreement "Tustin /Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Docx -6- June 10. 2014 remove from the Premises in accordance with this Agreement; (b) report, contain, remove and Remediate any land, air or water pollution resulting from the Activities; (c) deliver the City Property to the City in lien free condition; and (d) cause any area used by Licensee within the City Property to be delivered in a condition consistent with the City's Erosion Control Plan dated 13. California Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 14. Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute a single instrument. Duly executed signatures to this Agreement may be delivered by facsimile or electronic mail, and signature pages delivered by such method shall be deemed equivalent to and of the same force and effect as original signature pages. 15. Authorization of Signatories. Each of the undersigned represent that he or she is fully authorized to execute this Agreement on behalf of the entity named above his or her signature. 16. Entire Agreement. This Agreement constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede any previous agreements, understandings or promises, whether oral or written, regarding such subject matter. This Agreement may be modified only by a written instrument executed by the parties. 17. Assignment. This Agreement shall not be assigned except with the prior written consent of the City. 18. Default Procedure. Prior to the Close of Escrow, a non - defaulting party (the "Non- Defaulting Party") at its discretion may elect to declare a default under this Agreement in accordance with the procedures hereinafter set forth for any failure or breach of any other party ( "Defaulting Party") to perform any material duty or obligation of said Defaulting Party in accordance with the terms of this Agreement. However, the Non - Defaulting Party must provide written notice to the Defaulting Party setting forth the nature of the breach or failure and the actions, if any, required by the Defaulting Party to cure such breach or failure. The Defaulting Party shall be deemed to be in "default" of its obligations set forth in this Agreement if the Defaulting Party has failed to take action and cure the default within five (5) Business Days after the date of such notice. Soil License Agreement Tustin/Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Docs -7- June 10. 2014 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of date written above. ATTEST: By: �C Erica Rabe City Clerk Services Supervisor M AS TO FORM David Kendig, City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estaje Counsel to the City L9M Amy E. DEVELOPER STANDARD PACIFIC CORP., a Delaware corporation Bye- j ii'� Name: Title: MICHAyI,C.BATTAGLIA —A rULW < I ATIVE Name. Title: GARY JONES AUTHORIZED REPRESENTATIVE CITY OF LE Soil License Agreement Tustin/Standard Pacific Corp. Tustin Spc Soil License Agreement 5 -27 -14 Final.Docx -8- June 10, 2014 EXHIBIT A (Map of City Property) Soil License Agreement Tustin /Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Doca -9- June 10, 2014 Uw WaN / Jo F� cl o a� og a y ~W I �tt oy a O F0< Q�w Q0 f0 L J: --- %J 5 00 s E li m % VENUE w F 4AgK A a0 ZFU Q - ot ROAD al EXHIBIT B (Map of Development Parcel) Soil License Agreement 'rustin/Standard Pacific Corp. Tustin SPC Soil License Agreement 5 -27 -14 FINAL.Docx -10- June 10, 2014 LEGAL DESCRIPTION In the City of Tustin, County of Orange, State of California, being all of Lots 8 through 14, inclusive, Lots MM through VV, inclusive, Lots CCC, DDD, 000, ZZZ and 00000 of Tract No. 17404 as per map filed in Book 907, Pages 6 through 42, inclusive, of Miscellaneous Maps, in the office of the County Recorder of said county. As shown on 'bit "BB"" attached hereto and by this reference made a part hereof. W11 �G Robert L. Wheeler IV, L.S. 8639 Date: lZZ F//L/ � o Revisedlanuary, 28, 2014 January 10, 2014 WO No. 252 -86X Page 1 of 3 H &A Legal No. 8189 By: K Vo Checked By: R. Wheeler Sketch to Accompany Legal Description LOT FFFF TRACT NO. 17404 LOT CCC LOT DDD LOT SS ��TG 13 LOT VV ��c 0�,� LOT FFFF LF 14 Q P��GG GG JJ LOT RR 7 p� 11 00 l�T T �0- SOT 12 p 8 o Qo �p / 10 O~ O P 9 M.M. 90716 -42 LOT P,o / JAMBOREE ®& ASSOCIATES I R V I N R V N E , I N C EXHIBIT PUNNING ENGINEERING SURVEYING Three Hughm • wir CA 91618 • PR (949) 693}10M • M (919) 9fl}0969 CITY OF TUSTIR COUNTY OF ORANGE, STATE OF CALIFORNIA °A F 01 /10/14 Mm 01 /28/1 4 'a `R. WHEELER ey° K. VO SCALE 1 "= 400' W.O. 252 -86X e` I: TustinLe oc LD 8189 - 17507 —CONVE SHT01 .dw H &A LEGAL No. 81891 SHEET 1 OF 1