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HomeMy WebLinkAbout06-ATTACHMENT BAttachment B Revised First Amendments and Accompanying Exhibits r _._ .\ ._I: i/i IN SCHOOL, FACILITIES IMPLEMENTATION, FUNDING AND MITIGATION AGREEMENT BETWEEN TUSTIN UNIFIED SCHOOL. DISTRICT, COMMUNITY FACILITIES DISTRICT NO. 06-1 OF TUSTIN UNIFIED SCHOOL. DISTRICT, THE CITY OF TUSTIN AND COMMUNITY FACILITIES DISTRICT NO 2014-1 OF THE CITY OF TUSTIN. This First Amendment ("I/M First Amendment") to that School Facilities Implementation, Funding and Mitigation Agreement ("I/M Agreement") is made and entered into as of this day of October, 2016, between Tustin Unified School District ("TUSD"), Community Facilities District No. 06-1 of Tustin Unified School District ("CFD No. 06-1"), City of Tustin ("City"), and Community Facilities District No. 2014-1 of the City of Tustin ("City/CFD"). TUSD, CFD No. 06-1, City and City/CFD may hereinafter be referred to individually as "Party" and collectively as "Parties." RECITALS A. The Parties entered into the I/M Agreement on August 25, 2015, B. The I/M Agreement provided, among other things, for the transfer by the City to TUSD of a 40 -acre site, referred to and defined in the I/M Agreement as Site No. 2, upon which TUSD proposed to construct the 6-12 School Project, subject to certain conditions precedent. C. Prior to the close of escrow on Site No. 2, the Parties were to undertake various tasks, including, but not limited to, the issuance by the City of a preliminary title report, the review of such preliminary title report by TUSD and the exercise by TUSD of a due diligence review of Site No_ 2, which specific tasks have been accomplished. D. Escrow on Site No. 2 has been opened, but there are additional tasks to be undertaken by the Parties as set forth in the I/M Agreement, as well as tasks set forth in the concurrently executed Site Conveyance Agreement entered into by and between the City and TUSD specific to the conveyance of Site No. 2 ("Conveyance Agreement"), prior to close of escrow. E. The Parties have engaged in additional discussions and determined to, among other things, modify the configuration of Site No. 2 ("Revised Site No. 2"), transfer grading responsibilities for Revised Site No. 2 from TUSD to the City and modify conditions precedent to closing of escrow. F. The City has previously paid to TUSD the Planning Design City Advance as set forth in Section 16(b)ii of the I/M Agreement. G. The modification of Site No. 2 to Revised Site No. 2 will result in TUSD needing additional time to complete and submit final design plans to the DSA and the City to construct various improvements that will serve Revised Site No. 2, 1 1143323.1 SAWG/WHW/ijd/191707.8 18047131 10/06/16 H. The Parties will, concurrent with the execution of this I/M First Amendment, be executing a first amendment to the Conveyance Agreement ("Conveyance Amendment"), a copy of which (without Exhibits) is attached hereto as Exhibit "A". AGREEMENT 1. Incorporation of Recitals. All of the foregoing Recitals are correct and are incorporated in this I/M First Amendment by reference and made a part hereof. 2. Defined Terms. Except as otherwise defined herein, all terms used herein shall have the same meanings as is set forth in the I/M Agreement. 3. Definitions. The following definitions shall be deleted from Section 2 of the I/M Agreement and replaced as follows: "Construction steady" shall mean a project that meets the specifications set forth in Revised Exhibit "F" of the Conveyance Amendment. "Site No. 2" shall mean Revised Site No. 2 and shall consist of two parcels: an approximate 40 -acre parcel of property owned by the City and an approximate 1.1 acre parcel of property which the City is currently leasing from the United States Navy under that certain Lease in Furtherance of Conveyance between the United States of America and the City of Tustin, California, for Portions of the Former Marine Corps Air Station Tustin dated May 13, 2002 as such parcels are shown on Revised Exhibit "B" of the Conveyance Amendment and is also referred to as the "Site". 4. Exhibit "F" to the Site Conveyance Agreement. All references to Exhibit "F" of the Site Conveyance Agreement shall mean and refer to Revised Exhibit "F", attached to the Conveyance Amendment. 5. Section 16(b)(ii) entitled "Conceptual and Final Site Planning/Design" shall be amended to delete the date of "January 30, 2017" and replace with "June 30, 2017" and to delete the date of "March 31, 2016" and replace with "March 31, 2017". 6. Section 16(b)(vii) entitled "Conveyance of Site for 6-12 School Project" is deleted in its entirety and replaced with the following: "vii. Conveyance of Site for 6-12 School Project. The Site will be conveyed by City Construction -Ready to TUSD as set forth on Revised Exhibit "F" of the Conveyance Amendment, on or before March 31, 2017. Upon execution of this I/M First Amendment, TUSD shall promptly take all reasonable steps to determine if the Site is reasonably acceptable and provide notice to the City of its determination. If the Site is not accepted by TUSD due to its Construction -Ready condition, then the City may take additional steps to make the Site Construction -Ready as set forth in Revised Exhibit "F" of the Conveyance Amendment. In the event TUSD does not secure the necessary approvals for the Site, City shall convey the originally approved Site No. 2 to TUSD as provided under the I/M Agreement and the Conveyance Agreement. Should such event occur, the Parties shall meet and confer in good faith to determine what, if any, 2 1193323.1 BAWGf"Whid/191707.8 18047E 1 10/06/16 amendments are necessary to the I/M Agreement and Conveyance Agreement to satisfy and complete the Close of Escrow in a timely manner as to the originally approved Site No. 2." 7. In determining the school year in which Phase I will be open and operating pursuant to Section 16(b)(v) entitled "Phase I", it shall be the school year immediately following the satisfaction of the conditions set forth in Section 16(b)(v); provided that if the satisfaction of these conditions occurs less than ninety (90) days prior to the start of any school year, TUSD may open and operate Phase I the following school year. 8. In determining the school year in which Phase II will be open and operating pursuant to Section 16(b)(vi) entitled "Phase II and Subsequent Phases", it shall be the school year immediately following the satisfaction of the conditions set forth in Section 16(b)(vi); provided that if the satisfaction of these conditions occurs less than ninety (90) days prior to the start of any school year, TUSD may open and operate Phase II the following school year. 9. The first two sentences of Section 16(e)(ii) shall be deleted and replaced with the following: "ii. To the extent that Sources of Funding held by TUSD as set forth in Section 5 of this Agreement become available to fund the 6-12 School Project, TUSD shall reimburse the City the amount of the City Advance out of the unexpended remaining Sources of Funding, without interest. Reimbursement shall occur provided that reimbursement is consistent with then applicable law relating to use of proceeds of the Source of Funding, and to the extent City has certified in writing that the City Advance was not funded with proceeds of tax exempt bonds or other tax exempt financings. The City Advance will only be reimbursed after the 6-12 School Project has been funded, and before the Heritage School expansion, except as specifically provided in Revised Exhibit "F" of the Conveyance Amendment." 10. Upon execution of this I/M First Amendment, TUSD shall commence taking all reasonable steps to secure necessary approvals for the Site and to determine if the Site is reasonably acceptable. Thereafter, TUSD shall provide notice to the City of its determination. If the Site is not accepted by TUSD, then the City may take additional steps to assist TUSD in securing approval for the Site. If the City determines not to take such additional steps, the Parties shall meet and confer in good faith to determine what, if any, amendments are necessary to the I/M Agreement and Conveyance Agreement to implement the conveyance to TUSD and development of Site No. 2 as originally described in the I/M Agreement, which Site No. 2 was previously approved by TUSD. 11. Exhibit "F" to the I/M Agreement. Exhibit "F" to the I/M Agreement is modified on page F-1 to include the following: "The Contractual Mitigation Payments & Other Funds are comprised of the following: Contractual Mitigation Payments Level I Fees from Legacy Villas $2,212,529 Level I Fees from St Anton 901,558 Level I Fees from StanPac 3,671,472 Level I Fees Expected from TUSD CFD 15-2 12,489,877 $19,275,436 3 1193323.1 BA W G/ WH W/ij d/191707.8 18047B] 10/06/16 Other Funds Level I Fees and Commercial/Industrial Fees From CFD No. 06-1 Columbus Square $4,300,000 $23,575,436 12. Entire Agreement. The UM Agreement, along with this I/M First Amendment, the Conveyance Amendment and all attachments and Exhibits to such documents, integrate all of the terms and conditions mentioned herein, and supersede all negotiations with respect hereto. This I/M First Amendment amends, as set forth herein, the I/M Agreement and except as specifically amended hereby, the I/M Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this I/M First Amendment and the terms and provisions of the I/M Agreement, the terms and provisions of this I/M First Amendment shall control. W WTTNECC WHEREOF this 1AA First AmPnrament is arrrPed alnA e::tered into as of the wb. date first written above. TUSTIN UNIFIED SCHOOL DISTRICT IC Anthony Soria, Chief Financial Officer APPROVED AS TO FORM: BOWIE, ARNESON, WILES & GIANNONE Legal Counsel to the Tustin Unified School District and CFD No. 06-1 of the Tustin Unified School District Wendy H. Wiles COMMUNITY FACILITIES DISTRICT NO. 06-1 OF THE TUSTIN UNIFIED SCHOOL DISTRICT U, w Authorized Officer 4 1193323.1 BAWG/W 1Wlijd/191707.8 18047E 1 10106/16 CITY OF TUSTIN Jeffrey C. Parker, City Manager ATTEST: Erica Rabe, City Clerk COMMUNITY FACILITIES DISTRICT NO. 2014-1 OF THE CITY OF TUSTIN APPROVED AS TO FORM: David Kendig, City Attorney 1193323.1 BAWGIWHW/ijd/191707.8 18047B1 10/06/16 FIRST AMENDMENT to This First Amendment ("First Amendment") to that Site Conveyance Agreement ("Conveyance Agreement") is made and entered into this _ day of October, 2016 ("Effective Date") by and between the City of Tustin, a municipal corporation, acting in its capacity as the Local Redevelopment Authority ("City"), and Tustin Unified School District ("TUSD"). RECITALS A. The City and TUSD entered into the Conveyance Agreement, the effective date of which was August 25, 2015. B. Under the Conveyance Agreement the City and TUSD were to open Escrow for the transfer of a 40 -acre site, referred to as Site No. 2, upon which TUSD proposed to construct the 6- 12 School Project as provided in the I/M Agreement, subject to certain conditions precedent. C. Prior to the Close of Escrow on Site No. 2, the Parties were to undertake various tasks, including, but not limited to, the issuance by the City of a preliminary title report, the review of such preliminary title report by TUSD and the exercise by TUSD of a due diligence review of Site No. 2, which specific tasks have been accomplished. D. Escrow on Site No. 2 has been opened., but there are additional tasks to be undertaken by the Parties as set forth in the Conveyance Agreement, as well as tasks set forth in the I/M Agreement, prior to Close of Escrow. E. The Parties have engaged in additional discussions and determined to, among other things, modify the configuration of Site No. 2 ("Revised Site No. 2") transfer grading responsibilities for Revised Site No. 2 from TUSD to the City and modify conditions precedent to Close of Escrow. F. The Revised Site No. 2 consists of two (2) parcels: an approximate 40 -acre parcel of Property owned by the City ("City Property") and an approximate I .I acre parcel of property which the City is currently leasing from the United States Navy under that certain Lease in Furtherance of Conveyance between the United States of America and the City of Tustin, California, for Portions of the Former Marine Corps Air Station Tustin dated May 13, 2002 (the "LIFOC Property"). G. The Parties will, concurrent with the execution of this First Amendment, be executing a first amendment to the FM Agreement ("I/M First Amendment"). EXHIBIT A I 1193321.1 13AWG/WHW/ijd/191654.10 18047E 1 10/06/16 /M.4013051 D1►f 1. Incon2oration of _Recitals. All of the foregoing Recitals are correct and are incorporated into this First Amendment by reference and made a part hereof. 2. Defined Terms. Except as otherwise defined herein, all terms used herein shall have the same meanings as set forth in the Conveyance Agreement. 3. All references to "Site" or "Site No. 2" in the Conveyance Agreement and this First Amendment shall mean and refer to the Revised Site No. 2 as described and depicted in the legal descriptions and maps attached to this First Amendment as Revised Exhibit "B." 4. Recital H of the Conveyance Agreement shall be deleted in its entirety and replaced with the following: "This first Amendment provides for the conveyance by City to TUSD of the Revised Site No. 2 by Grant Deed in the form set forth in Exhibit "D" to the Conveyance Agreement and by sublease in the form set forth in Exhibit "K" (the "Sublease") attached hereto. By execution hereof, and subject to receipt by TUSD of necessary approvals and testing, the Parties preliminarily approve the development of the proposed 6-12 School Project, as depicted on Revised Exhibit `B" attached hereto. The 6-12 School Project and the improvement of the Revised Site No. 2 in regard thereto, shall be subject to future changes by TUSD consistent with provisions of the I/M Agreement and this First Amendment." 5. Section 1.2 of the Conveyance Agreement is deleted in its entirety and replaced with the following: "1.2 Construction -Ready Site. At the time of its conveyance to TUSD, the Revised Site No. 2 shall be "Construction -Ready" as defined in Revised Exhibit "F", which is attached to this First Amendment and incorporated herein by this reference." 6. Section 2. 1.1 is added to the Conveyance A eement as follows: "2.1.1 New Preliminary 'Title Report. The Parties have opened Escrow based on the Site as previously described in the Conveyance Agreement and have reviewed and commented on the PTR and Amended PTR issued for such Site. Because the Site has been modified into Revised Site No. 2, a new PTR will need to be issued. Within 15 days of the execution of this First Amendment by the Parties, the City shall cause the Title Insurer to deliver to the Parties, and to their legal counsel, copies of a PTR and Underlying Documents and Plotting Reports covering the Revised EXHIBIT A 2 1193321.1 BAWG/WH WAjd/191654.10 18047B1 10/06/16 Site No. 2 as shown on Revised Exhibit "B" hereto. Section 3 of the Conveyance Agreement shall continue to govern the Parties' review and approval of the PTR and Amended PTR for Revised Site No. 2." 7. Section 5.4 of the Conveyance Agreement is deleted in its entirety and replaced with the following: "5.4 Construction -Ready Site. The Site shall be delivered Construction -Ready as described in Revised Exhibit "F". City shall have the Site graded as provided in Revised Exhibit "F" prior to Close of Escrow. The TUSD Requirements shall be accomplished by TUSD prior to Close of Escrow using funds previously advanced by City as provided in Section 6.1.2(e) in the Conveyance Agreement." 8. Section 6 of the Conveyance Agreement, but not subsections 6.1, 6.2 or 6.3, is deleted in its entirety and replaced with the following: " G. Close of Escrow. The Close of Escrow shall occur as provided for herein on March 31, 2017 or within 30 days of the Revised Site No. 2 being Construction -Ready, whichever is earlier." 9. Subsection (h) is added to Section 6. 1.1 of the Conveyance Agreement as follows: "(h) One (1) original of the executed Sublease in the form of Exhibit "K", attached hereto." 10. Subsection (g) is added to Section 6.1.2 of the Conveyance Agreement as follows: "(g) One (1) original of the executed Sublease in the form of Exhibit "K", attached hereto." 11. Section 6.1.3 of the Conveyance Agreement is revised to provide that TUSD shall execute and deposit into Escrow a fully executed copy of the UM First Amendment and this First Amendment. 12. Section 7.1 of the Conveyance Agreement is hereby amended to: (a) strike the date of "December 31, 2016" and replace it with "March 31, 2017, or within 30 days of Revised Site No. 2 being Construction -Ready as to grading of the Site, whichever is earlier"; and (b) to add a new sentence to the end of Section 7.1 to provide: "Notwithstanding the above, if TUSD determines that the LIFOC Property is not suitable for its proposed use then Escrow shall proceed to closing without execution of the Sublease and excluding the LIFOC Property from Revised Site No. 2." At such later date when the LIFOC Property is transferred to City in fee simple title, TUSD shall be given the opportunity to acquire at no additional cost such Property, if desired by TUSD. EXHIBIT A 1193321.1 BAWG/WHW/ijd/191654.10 18047E 1 10/06/16 13. In the event that Escrow fails to close for Revised Site No. 2 pursuant to Section 12 above, the Parties shall meet and confer in good faith to determine what, if any, amendments are necessary to the I/M Agreement and Conveyance Agreement to satisfy and complete the Close of Escrow in a timely manner as to the original Site No. 2 as described in the Conveyance Agreement, which site has previously been approved by TUSD. 14. Entire Agreement. The I/M Agreement, the I/M First Amendment, the Conveyance Agreement, and this First Amendment and all attachments and Exhibits to such documents, integrate all of the terms and conditions mentioned herein, and supersede all negotiations with respect hereto. This First Amendment, and the Exhibits attached hereto, amend, as set forth herein, the Conveyance Agreement and, except as specifically amended hereby, the Conveyance Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this First Amendment and the terms and provisions of the Conveyance Agreement, the terms and provisions of this First Amendment shall control. IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment on the date First above written, which date shall be the date the last Party hereto signs this First Amendment. DATED: , 2016 CITY: CITY OF TUSTIN, a California municipal corporation By: Name: Jeffrey C. Parker Title: City Manager APPROVED AS TO LEGAL FORM: By: Name: David Kendig Title: City Attorney EXHIBIT A 4 1193321.1 BAWGIWHWlijd/191654.10 18047B 1 10/06/16 DATED: , 2016 TUSD: Tustin Unified School District, a California public agency By: Name: Gregory A. Franklin Title: Superintendent APPROVED AS TO LEGAL FORM: Bowie, Arneson, Wiles & Giannone, Attorneys for Tustin Unified School District By: Name: Wendy H. Wiles, Esq. EXHIBIT A 1193321.1 SAWG/WHW/ijd/191654.10 18047B1 10/06/16 FIRST AMENDMENT 101 This First Amendment ("First Amendment") to that Site Conveyance Agreement ("Conveyance Agreement") is made and entered into this _ day of October, 2016 ("Effective Date") by and between the City of Tustin, a municipal corporation, acting in its capacity as the Local Redevelopment Authority ("City"), and Tustin Unified School District ("TUSD"). RECITALS A. The City and TUSD entered into the Conveyance Agreement, the effective date of which was August 25, 2015. B. Under the Conveyance Agreement the City and TUSD were to open Escrow for the transfer of a 40 -acre site, referred to as Site No. 2, upon which TUSD proposed to construct the 6- 12 School Project as provided in the I/M Agreement, subject to certain conditions precedent. C. Prior to the Close of Escrow on Site No. 2, the Parties were to undertake various tasks, including, but not limited to, the issuance by the City of a preliminary title report, the review of such preliminary title report by TUSD and the exercise by TUSD of a due diligence review of Site No. 2, which specific tasks have been accomplished. D. Escrow on Site No. 2 has been opened, but there are additional tasks to be undertaken by the Parties as set forth in the Conveyance Agreement, as well as tasks set forth in the I/M Agreement, prior to Close of Escrow. E. The Parties have engaged in additional discussions and determined to, among other things, modify the configuration of Site No. 2 ("Revised Site No. 2") transfer grading responsibilities for Revised Site No. 2 from TUSD to the City and modify conditions precedent to Close of Escrow. F. The Revised Site No. 2 consists of two (2) parcels: an approximate 40 -acre parcel of Property owned by the City ("City Property") and an approximate 1.1 acre parcel of property which the City is currently leasing from the United States Navy under that certain Lease in Furtherance of Conveyance between the United States of America and the City of Tustin, California, for Portions of the Former Marine Corps Air Station Tustin dated May 13, 2002 (the "LIFOC Property") G. The Parties will, concurrent with the execution of this First Amendment, be executing a first amendment to the I/M Agreement ("I/M First Amendment"). 1 1193321.1 BAWG/W H W/ijd/191654.10 18047B] 10/06/16 AGREEMENT 1. Incorporation of Recitals. All of the foregoing Recitals are correct and are incorporated into this First Amendment by reference and made a part hereof. 2. Defined Terms. Except as otherwise defined herein, all terms used herein shall have the same meanings as set forth in the Conveyance Agreement. 3. All references to "Site" or "Site No. 2" in the Conveyance Agreement and this First Amendment shall mean and refer to the Revised Site No. 2 as described and depicted in the legal descriptions and maps attached to this First Amendment as Revised Exhibit "B." 4. Recital H of the Conveyance Agreement shall be deleted in its entirety and replaced with the following: "This First Amendment provides for the conveyance by City to TUSD of the Revised Site No. 2 by Grant Deed in the form set forth in Exhibit "D" to the Conveyance Agreement and by sublease in the form set forth in Exhibit "K" (the "Sublease") attached hereto. By execution hereof, and subject to receipt by TUSD of necessary approvals and testing, the Parties preliminarily approve the development of the proposed 6-12 School Project, as depicted on Revised Exhibit "B" attached hereto. The 6-12 School Project and the improvement of the Revised Site No. 2 in regard thereto, shall be subject to future changes by TUSD consistent with provisions of the I/M Agreement and this First Amendment." 5. Section 1.2 of the Conveyance Agreement is deleted in its entirety and replaced with the following: "1.2 Construction -Read Site. At the time of its conveyance to TUSD, the Revised Site No. 2 shall be "Construction -Ready" as defined in Revised Exhibit "F", which is attached to this First Amendment and incorporated herein by this reference." 6. Section 2. Ll is added to„the Conveyance Agreement as follows: "2.1.1 New Preliminary Title Report. The Parties have opened Escrow based on the Site as previously described in the Conveyance Agreement and have reviewed and commented on the PTR and Amended PTR issued for such Site. Because the Site has been modified into Revised Site No. 2, a new PTR will need to be issued. Within 15 days of the execution of this First Amendment by the Parties, the City shall cause the Title Insurer to deliver to the Parties, and to their legal counsel, copies of a PTR and Underlying Documents and Plotting Reports covering the Revised 2 1193321.1 BAWG/WHW/ij d/191654.10 18047E 1 10/06/16 Site No. 2 as shown on Revised Exhibit "B" hereto. Section 3 of the Conveyance Agreement shall continue to govern the Parties' review and approval of the PTR and Amended PTR for Revised Site No. 2." 7. Section 5.4 of the Conveyance Agreement is deleted in its entirety and replaced with the following: "5.4 Construction -Ready Site. The Site shall be delivered Construction -Ready as described in Revised Exhibit "F". City shall have the Site graded as provided in Revised Exhibit "F" prior to Close of Escrow. The TUSD Requirements shall be accomplished by TUSD prior to Close of Escrow using funds previously advanced by City as provided in Section 6.1.2(e) in the Conveyance Agreement." 8. Section 6 of the Conveyance Agreement, but not subsections 6.1, 6.2 or 6.3, is deleted in its entirety and replaced with the following: 466. Close of Escrow. The Close of Escrow shall occur as provided for herein on March 31, 2017 or within 30 days of the Revised Site No. 2 being Construction -Ready, whichever is earlier." 9. Subsection (h) is added to Section 6.1.1 of the Conveyance Agreement as follows: "(h) One (1) original of the executed Sublease in the form of Exhibit "K", attached hereto." 10. Subsection (g) is added to Section 6.1.2 of the Conveyance Agreement as follows: "(g) One (1) original of the executed Sublease in the form of Exhibit "K", attached hereto." 11. Section 6.1.3 of the Conveyance Agreement is revised to provide that TUSD shall execute and deposit into Escrow a fully executed copy of the I/M First Amendment and this First Amendment. 12. Section 7.1 of the Conveyance Agreement is hereby amended to: (a) strike the date of "December 31, 2016" and replace it with "March 31, 2017, or within 30 days of Revised Site No. 2 being Construction -Ready as to grading of the Site, whichever is earlier"; and (b) to add a new sentence to the end of Section 7.1 to provide: "Notwithstanding the above, if TUSD determines that the LIFOC Property is not suitable for its proposed use then Escrow shall proceed to closing without execution of the Sublease and excluding the LIFOC Property from Revised Site No. 2." At such later date when the LIFOC Property is transferred to City in fee simple title, TUSD shall be given the opportunity to acquire at no additional cost such Property, if desired by TUSD. 3 1193321.1 BA W G/WH W/ij d/ 191654.10 18047B1 10/06/16 13. In the event that Escrow fails to close for Revised Site No. 2 pursuant to Section 12 above, the Parties shall meet and confer in good faith to determine what, if any, amendments are necessary to the I/M Agreement and Conveyance Agreement to satisfy and complete the Close of Escrow in a timely manner as to the original Site No. 2 as described in the Conveyance Agreement, which site has previously been approved by TUSD. 14. Entire Agreement. The I/M Agreement, the I/M First Amendment, the Conveyance Agreement, and this First Amendment and all attachments and Exhibits to such documents, integrate all of the terms and conditions mentioned herein, and supersede all negotiations with respect hereto. This First Amendment, and the Exhibits attached hereto, amend, as set forth herein, the Conveyance Agreement and, except as specifically amended hereby, the Conveyance Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this First Amendment and the terms and provisions of the Conveyance Agreement, the terms and provisions of this First Amendment shall control, IN i WITLESS WHEREOF, the Parties hereto have executed this First Amendment on the date first above written, which date shall be the date the last Party hereto signs this First Amendment. DATED: , 2016 CITY: CITY OF TUSTIN, a California municipal corporation By: Name: Jeffrey C. Parker Title: City Manager APPROVED AS TO LEGAL FORM: By: Name: David Kendig Title: City Attorney 4 1193321.1 BAWG/WHWlijd1191654.10 18047B1 10/06/16 DATED: 2016 TUSD: Tustin Unified School District, a California public agency By: Name: Gregory A. Franklin Title: Superintendent APPROVED AS TO LEGAL FORM: Bowie, Arneson, Wiles & Giannone, Attorneys for Tustin Unified School District By.- Name: y:Name: Wendy H. Wiles, Esq. 5 1193321.1 BAWG/WHW/ijd/191654.10 18047B1 10/06/16 i' ■ ■ ,' r � EXHIBIT "A" LEGAL DESCIUPTION PARCEL A — (6.12 SCHOOL SI'L'L) In the City of Tustin, County of Orange, State of California, being all of Lots IIIII and JJJJJ and that portion of Lot R of Tract No. 17404 as per map filed in Book 907, Pages 6 through 42, inclusive, and that portion of Lot 35 of Tract No. 17026 as per map €ded in Book 884, Pages I through 14, inclusive, both of Miscellaneous Maps, in the office of the County Recorder of said county, more particularly described as follows: For the purpose of this legal description, the Reference Centerline of Moffett Drive is defined as follows: Beginning at a point on the centerline of Tustin Ranch Road distant 43.91 feet southerly from the intersection of said centerline of Tustin Ranch Road with the northerly line of Lot YYY of said Tract 17404 as shown on said Tract 17404; thence perpendicular to said centerline North 71024'01" West 684.21 feet to a curve concave northerly having a radius of 500.00 feet; thence westerly 192.59 feet along said curve through a central angle of 22004'08"; thence North 49°19'54" West 931.78 feet to the hereinbelow described Reference Centerline of Legacy Road and the Point of Terminus, For the purpose of this legal description, the Reference Centerline of Legacy Road is defined as follows: Bening at the centerline intersection of Kensington Park Drive (52.00 feet half width on the southeasterly side) and Valencia Avenue (52.00 feet half width on the southwesterly side) as shown on said Tract No. 17404; thence South 40°39'15" West 52.00 feet to a point on the southwesterly Right of Way line of said Valencia Avenue; thence continuing South 40039'15" West 30.74 feet to a curve concave northwesterly having a radius of 1150.00 feet; thence southwesterly 685,73 feet along said curve through a central angle of 3410952"; thence South 74049'07" West 230.40 feet to a curve concave southeasterly having a radius of 1150.00 feet, the southerly terminus of said curve being tangent to a line parallel with and 46.00 feet southeasterly of the northwesterly line of Lot FFFFF of said Tract No. 17404; thence southwesterly 685.44 feet along said curve through a central angle Revised August 2, 2016 June 1, 2016 WO No. 09494OX Page I of 2 H&A Legal No. 8802 By: J. Mrmie Checked By: R. Wheeler EXBi1BIT "A" LEGAL DESCRIPTION of 34°09'01" to said parallel line; thence along said parallel line South 40°40'06" West 323.13 feet to the hereinabove described the Reference Centerline of Moffett Drive and the Point of Terminus. Beginning at the most northerly corner of Lot HHHHH of said Tract No. 17404; thence along the northwesterly and northeasterly lines of said Lot 111111, the northeasterly line of said Lot JJJJJ, and the northeasterly and southeasterly lines of said Lot 35 the following courses: North 40°40'06" East 651..28 feet, South 49°1016" East 842.27 feet to a curve concave southwesterly having a radius of 35.00 feet, southeasterly 6.80 feet along said curve through a central angle of 11°07'44", South 38102'32" East 45.64 feet to a curve concave northeasterly having a radius of 35.00 feet, southeasterly 6.91 feet along said curve through a central angle of 11°1.9'05", South 49°21'37" East 380.32 feet, South 4()°38'52" West 36.80 feet to a curve concave southeasterly having a radius of 2478.00 feet, southwesterly 953.86 feet along said curve through a central angle of 22103'18", South 18035`34° West 327,15 feet to the southerly corner of said Lot 35; thence continuing along the southerly prolongation of said southeasterly line South 18°35'34" West 100,87 feet to a line parallel with and 1.93.00 feet northerly of the hereinabove described Reference Centerline of Moffett Drive; thence along said parallel line North 72024'01" West 254.36 feet; thence leaving said parallel line North 50°47'1 T' West 807.91 feet to the southerly corner of said Lot S; thence along the easterly line of said Lot S and the easterly lines of Lots 58, GGGGG and HHHHH of said Tract No. 17404 North 6°04`27" East 1021.79 feet to the Point of Beginning. Excepting therefrom a strip of land 92.00 feet in width, lying 46.00 feet each side of the hereinabove described Reference Centerline of Legacy Road. Containing 40.004 Acres, more or less. As shown on Exhibit "B" attached hereto and by this reference made a part hereof. laso . Kinnie, L.S. No. 7090 Date:29-a?.—Ifilk (4-0 �� 401 1 � \4F CA1-1�/ Revised AuVist 2, 2016 June 1, 2016 WO No. 0949-40X Pago2of2 H&A Legal No. 8802 By: J. Vinnie Checked By: R. Wheeler EXHIBIT "B" Sketch to Accompany Legal !Description ( ) INDICATES RECORD DATA PER TRACT NO, 17404, M.M. 907/5-42"FO�� IRCelf VINE'S SUMWS10N LOT 77 BLOCK 10� INS LOT 76 o'� �` ♦ / / \ BLOCK 46 44 �� `C 0 LOT 85 BLOCK 46 % /r� ! M.R.M. 111188 0 �0'� ��►,C`� ��° BGG / 58 y L vp 0 TRACT NO. 170 ALO T S ` / M.II( 884/1-14 LOT P \ POR. 35 / FRkT N0. 7026 \ / f LOT R \M.M 88411-14 17 ` TRACT NOA 17404 x� LOT INH < �F LOT P �. \s '. \too ,r�' >? l � y LOT 1N \ LOT R�- 1 h"��Cfir, /G/ �P — N� � LOT YYY .. M.M. 907f6 42 19 L LOT MIV�MMJ ��LOr LLLL LOT KKK HUNSAKEit & ASSOCIATES ce/uIp'� I R V 1 N E , I N C , EXHIBIT ®® PIANMNC a 04CEN MNO ■ SURVEYING 1hw Wow . Inft CA MIS . Ph 060 S8iW0 , >� I� se34M CITY OF 7Uffn , COUNTY OF CRAM 8TA7E OF CAUFOWM pA1�' 5/26/16 SAMi 8 2 16 'a7K. VO ex° J. KINNIE SCAL1r 1d. 500' W.a 0448-40X ' I: TustinLe ac LD 8802- TUSD—CI SHT01.dw► M&A LEGAL N(L 8802 SHEET i OF 9 7,886 AC. PARCEL A 32.J18 AC. TOTAL 40.004 AC. HUNSAKEit & ASSOCIATES ce/uIp'� I R V 1 N E , I N C , EXHIBIT ®® PIANMNC a 04CEN MNO ■ SURVEYING 1hw Wow . Inft CA MIS . Ph 060 S8iW0 , >� I� se34M CITY OF 7Uffn , COUNTY OF CRAM 8TA7E OF CAUFOWM pA1�' 5/26/16 SAMi 8 2 16 'a7K. VO ex° J. KINNIE SCAL1r 1d. 500' W.a 0448-40X ' I: TustinLe ac LD 8802- TUSD—CI SHT01.dw► M&A LEGAL N(L 8802 SHEET i OF 9 KENSINGTON EXHIBIT "B" PARK DRIVE P.O.B. Sketch to AccompanyaLegal Dew option LEGACY ROAD RACE UNE VALENCIA TRACT N0. 7404 AVEN�JE N49420'45"W 159163' C8L_Q -«-- �` ---��`---• (825.02') C7 {766.s1') ;� N LOT KKKK -" It L 0 T S40°3 82.74' "-'; "' L 0 T ! _ -t ., - M.M. 907 6-42 -�— 525.94' — •-'-30.74' --- — - f 46.00'' •45.00- 224.33' % .""'•�,' f t _ - (390.32' —�– Co (760.52) .-'' i ';� N49021'37"W) �— (N49 -10'16-W) 842.27'------ �I�Q i�j�C ��v] � iJ7 �~• ON Z 1 Z �j w �+i pNj 9 PDR. 35 46+8�., 1 z 46' TR NO. 17025 3 -� M.M. 884/1-14 PARCEL A � f g (32.318 AC.) PARCEL A 1 (7.688 AC.) � POR. 35 v = TRACT NO, 17026 M. M. 88411-14 REFERENCE CL OF cACY-ROAEy-......— - --- SEE SHEET 5 HUNSAKER & ASSOCIATES C �X�I-, EXHIBIT R V 1 N € i N ANG "m k MAWANG 97619 •grit 00 taq! • M OW YW34 OM Of T *"K COUM OF OROW STATE OF CAUFORMA °A'E` 5/26/16 aue 8 2 16 1 9$ K. VO 9n° J. KINNIE SCALE; I"= 100' W.O. 0449-40 I:\TustinLeaacv\1^D\8802—TUSD—CITY\SHT02.dwct HBA LEGAL. Na 88021 SHEET 2 OF 9 EXHIBIT "B" Sketch, to Accompany Legal Description VALENCIA AVENUE N49°20'45"1M 1597.63' CALC} Of (766.61') LOT T LOT U 31.80 ••= ._ : -r T . _... V1 k A �' I C O o� RE i SEE SHEET 5 (760.52') --� (N49°10'16"W) 642,21 —� TRACT NO. 17404 M.M. 90716-42 PARCEL A (7.686 AC.) POR. 35 TRACT NO. 17026 M.M. 864/1-14 HUNSAKEP, & ASSOCIATES EXHIBIT 1 K V I N E , 1 N C r/0 lbw tpghm�CR6vY�q 476N • Ftt�00 SIMM . Fx o" CITY OF 7 EMK COUNTY OF ORANGE, STATE OF CALIFORMA 5/26/16 0 ' NONE K. VO ° J. KINNIE 80ALE: 1'= 100' W.Q 0449-40 �"{' I: TustinLe ac LD 8802—TUS©—CI SH 3.dwg I H$A LEGAL No. 88021 SHEET 3 OF 9 Sketch to Aaeompany Legal Desw ipMm - ............. ---- - -� I LOT Y TR. NO. 17404 ' (N49°20'45"W � 1591.63' CALL _ ��. 4 LOT T LOT KKKK ' (N49"21'37°W 380.32') IL 14 g' x 70' 78' (NW3W52' 36.801 LOT U ' " 82, o p POR. 35 1 TR. NO. 17026 M, M. 88411-14 � a► pG PARCEL A '' Q VARIES (32318 AC.) "s LOT W N LOT V TR. NO. 17404 M.M. 90716-42 j i M.M. 907/6-42 LOT GGGG TR. N0, 17404 M.M. 90716-42 LOT HHH 1� SEE SHEET 8 HUNSAKER & ASSOCIATES E,/�►� 1 R V I N E , i M C. EXHIBIT 7k- b*,% CAM615 • 'sD1m • new w4m CRY OF "TIN, COUNTY OF ORAWA SPATE OF OAUFOMIA OAM 5/26/16-1 atis NONE I -Do," K. V0 a%° J. KINNiE SCALE: 1'- 100' W.O. 0440-40 `' 1:\TustinLe ac LD 8802—TUSD—Ci SHT04.dw H&A LEGAL Na 88021 SHEET 4 OF 0 EXHIBIT "Es, Sketch. to Accompany Legal Description POR. 35 TRACT NO. 17026 M.M. 88411-14 ''� PARCEL A ,A f (7.686 AC.) ryi 1 . _ ......... tt� SEE SHEET 3 =�1 N �.. zoo ' \A I/ f � POR. 35 MAC T NO. 17026 � til P.O.B. d- Q PCI.. A PARCEL A O Fl c� (32.318 AC.) <r- j 58 EXHIBIT "Es, Sketch. to Accompany Legal Description POR. 35 TRACT NO. 17026 M.M. 88411-14 ''� PARCEL A ,A f (7.686 AC.) ryi 1 . _ ......... tt� �Ae�C:►a e 'L a�� ti 0, i �.. zoo ' \A I/ f � POR. 35 MAC T NO. 17026 M. M. 884/1-14 PARCEL A O Fl c� (32.318 AC.) <r- j 58 SEE SHEET 9 TR. NO. 17404 -.42....... LOT 5 s ! POR. LOT R 4r�r. SEE SHEET 9 ~O EiUNSAKER & ASSOCIATES EXHIBITElpv i Iv e, I N C vaw rm" ■*M G 2 • M* fm m a • ne No CITY OF TUIt K COUNTY OF ORANGE, STATE OF CAUFORMA DAIL, 5 28 i6 ale 8 2 16 -m K• VC ° J. KINPl1E SCALE. 1°= 100' W.O 044940 ` 1: TustinLe ac LD 8802—TUS©—C# SHT05.dw H&A LEGAL Na 88()21 SHEET S OF 9 EXHIBIT "B" Sketch to AccompenV Legal Desm iption SEE SHEET 4 t � t\ 1 1 18 1 Z. LOT HHH LOT V CP y n N � � L o LOT W TRACT NO. 17404 TRACT 4�� NO. 17404 M.M. 907/6-42 , o M.M. 907/6-42 PARCEL A `'•,, �o�`, ' ``•� (32.318 AC.) .� 1 100 POR. 35 TRACT NO. 17026 M. M. 884/1-14' 1 SEE SHEET 7 HUNSAKER & ASSOCLUES E/�, EXHIBIT I R V 1 N E , I N C . KMMNG • 94GINMNG • SURVFMC *m Ityl m . Irft CA 9t610 • PH W* solm • F>t 00 Seim" CRY OF TlMM9 CQUM Y OF ORAW STATE OF CMJFORMA °"'� 5/v 28 16 NONE K• VO ¢ J. KINNfE sCAL1 : °� 1�' w.a 0449-4 I: TustinLe ac LD 8802—TUSD—CI SHT06,dwv H&A LEGAL No. 88021 SHEET 6 OF 9 0 IL EXHIBIT SO Sketch to Accompany .begat Aesc pilon SEE SHEET 8 POR 35 , \ \ jd 1 r-- LOT iir TRACT NO. 17026 1 M. M. 88411-14 PARCEL A --.� (32.318 AC.) , �� OR L 40 i r 6 , -OR 901 . r91' ---' X01 R t 11404 AGS VAO 42 907/6-- SDRIVE CE UNE POR. L 0 T R TRACT N0, 17404 M.M. 90716-42 1�) �;-A ld 10 0 d � '3A O C� N HUNSAKER & ASSOCIATES EXHIBIT I R Y i N E, I N G EAX Throe *41W - lm*m G 9W . • FA 00 WAM On OF n K OOLINW OF OF MOF, 8TATS OF CA4WMNIA NONE e"pOK. V4 e ° J. KINNIO SCALE 1"= 10077 W.O. 0449.40 ,Fu" I: TustinLe ac LD 8802—TUSD—CIMSHT07.dwg I H&A L wAL Na 88021 SHEET 7 OF 9 EXHIBIT "B" Sketch to .Accompany Legal Description (0=21°41'21 POR. J5 R=732.80' L=277.40') TRACT NO, 17026 M. M, 884/1--14 (N71024'26"W 319,77) A = -�PARCEL PDR.. LOT R � �2j:__ (32.318 AC.) -.._ + M.M. 907�U - 42 TRACT NO, 17404 N50947'17"W 807.91' POR. LOT R W TRACT NO. 17404 co M, M. 90716-42 _ R 9259 N49019'54"W 931.78' MOffM DRIVE ft1=FERENCE CL OF MOFFETT DRIVE TRACT NO. 17404 M.M. 907/6-42 HUNSAKEIk & ASSOCIATES EXHIBIT I R V I N E , I N C r v4KM ■ 01(iNMWC + WRVMW 7hl0 tax" " to, CA SUW • W! 00 323- 0 " f1C 0 38"M OM OF TUffn , OMJM OF ORANGE, STATE OF CAUFORNIA 5/26/16 uxre NW I ex K- VO ' J. KINNIE LF— 1"= 100' E W.D. 0449-W F' I: TustinLe ac LD 8802—TUSD—CI SHTO 8. dwq HBA LEGAL Na 88021 8HEET 8 nF 9 EXHIBIT "B" SEE SHEET 5 Sketch to Accompany Legal DeaorSption PARCEL A Z .4o) (32.318 AC.) COT S `��, r �? •v�, o Co � TRACT NO. 17404�� 2< j3 O O J 1 I M.M. 907/6--42 ' l_ I ILL,I /A��� Go r o COT P o �-- WA un: TRACT NO. 17404 I ( M.M. 907/6-42 IPOR. LOT R TR. NO. 17404 V 46' 14' M.M. 907/6-42 / .1-- N49e19'54W 931.78' —•— I I MOFFETT DRIVE----"'F REFERENCE CI. OF MOF'FETT ©RIVE ___._.._.--- __. k HU14SAKEIL & ASSOCIATIiS EXHIBIT ®®I XI-1� I a V i N E, I N C PLANNING ■ ENG ING r SU&MNC lbo H*ft .try CA SMS • Rt MIM • Fk 00 SW4W CITY OF TUMN. COUNTY OF ORAN= STATE OF CALIFORNIA 5 2666 1 n & 8/2/16 'mom K. VO ax° J. KINNIE SCALE: 1"= 100' W.O. 0448-40 I: TustinLe ac LQ $$02�-TUSD—Ci 5HT09.dw H&A LEGAL Na 8802 SHEET S OF 9 EXHIBIT "A" LEGAL DESCRIPTION PARCEL B -- (6.12 SCHOOL SITE) In the City of Tustin, County of Orange, State of California, being those portions of Lots GGGGG , HHHHH and 58 of Tract No. 17404 as per map hied in Book 907, Pages 6 through 42, inclusive, of Miscellaneous Maps, in the office of the County Recorder of said county, lying northwesterly of a line parallel with and 46.00 feet northwesterly of the hereinbelow described Reference Centerline of Legacy Road. For the purpose of this legal description, the Reference Centerline of Legacy Road is defined as follows: Beginning at the centerline intersection of Kensington Park Drive (52.00 feet half width on the southeasterly side) and Valencia Avenue (52.00 feet half width on the southwesterly side) as shown on said Tract No. 17404; thence South 40°39'15" West 52.00 feet to a point on the southwesterly Right of Way line of said Valencia Avenue; thence continuing South 40°39'15° west 30.74 feet to a curve concave northwesterly having a radius of 1150.00 feet; thence southwesterly 685.73 feet along said curve through a central angle of 34°04'52% thence South 74°49'07" West 230.40 feet to a curve concave southeasterly having a radius of 1150.00 feet, the southerly terminus of said curve being tangent to a line parallel with and 46.00 feet southeasterly of the northwesterly line of Lot FFF" of said Tract No. 17404; thence southwesterly 685.44 feet along said curve through a central angle of 34°09'01" to said parallel line; thence along said parallel line South 40°40'06" West 323.13 feet to the Point of Terminus. Containing 1.147 Acres, more or less. As shown on Exhibit "B" attached hereto and by this reference made a part hereof. lass PA. KEnnie, L.S. No. 7090 Date: _ O, - OZ' g!216, ___ R. sv � ON K� Gcc` Revised Aqusl 2, 2016 June 1, 2016 WO No. 0949.40X Page 1 of 1 H&A Legal No. 8803 By, J. Kinnie Checked By: R. Wheeler EXHIBIT nE" KENSINGTONSketch to Accompany Legal Description PARK DRIVE $ LOT YKKKK VALENCIA AVENUE LOT T — tN49'20'45"W 1591,83 A -- �� 766.61 W T (825.02') �. LOT T L�-°__-; LOT U i• LOT "GGGG P.O.B. ; =y- 39. 3 )18 E 139.0 $� LEGACY ROAD h-. REFERENCE LINE IM18 LOT W LOT HHH (,5 P.Q.B. , LEGACY ROAD PCL. A k REFERENCE LINE C'D© ;�`• _: ,� LOT V� o — o - 1 PARCEL B (1.147 AC.) 35 - 2 4- TRACT NO, 17026 ¢B. 58 M. M. 88411-14 M LOT S o -- , LOT R LOT P TRACT NO. 17404 °�,•� ��. M.M. 907/6--42;- �N49°19'54"W 931.78' - 0.,> NIOI"EET DRIVE�~'� y_ �z2°04'08 REFERENCE LINE '; ( ) INDICATES RECORD DATA PER TRACT NO. 17404, M.M. 907/6-42 0 `\ CURVE TABLE CURVE I DELTA I RADIUS LENM C1 1 34° / " 1]50.Wl 685.44' / C2 1 30° '47" 1 1196-WI627.54' HUNSAICER & ASSOCIATES 1 9 V I N E, I N C. PLANNM ° WaNGRING s SMVM14C Tlusa ,e° Wy4 C1 NM . PFR OW $01M W • FA 00 MMM 5/31116 1 a � 8/2/16 11,, K. VO ATustin Lea acA LDS 8803—TUSD—LiR LINE TABLE LINE BEARING LENGTH L1 N4(r4(fO6X N '06 323.13' L2 4(1°39' 5"E 82.Z4' 13 06°0 ' 7" 1021.79' L4 7 ° '07 230. d EXHIBIT CITY OF Tuffs . Coum Of ORANM 8TATE OF CALIFORNIA SCALE 1n= 3 : W.O. NNIS 50 4 0449-40 .dwa H&A LEGAL Na 88031 SHEEP 1 OF 1 REVISED EXHIBIT "F" 6-12 SCHOOL PROJECT �AU%WW,;� • Revised Site No. 2 shall be delivered to TUSD in a Construction -Ready Condition as set forth herein. Revised Site No. 2 is generally and preliminarily depicted on Attachment "I". Revised Site No. 2 shall be transferred by City to TUSD in two separate legal parcels based upon the legal descriptions set forth on Revised Exhibit "B" and based on the Conveyance Agreement and First Amendment and the TIM Agreement and Amendment to I/M Agreement, Citv Reauirements The "City Requirements" will be constructed and paid for by City. The City Requirements, which are more specifically described below, consist generally of the grading of Revised Site No. 2, utility installations to serve Revised Site No. 2 and construction of roads and improvements to serve, in part, Revised Site No. 2. Provided funds are available for reimbursement, the City will be reimbursed, without interest, for the grading and utility installation portion of the City Requirements, as a City Advance pursuant to the provisions of Section 16(e)ii of the I/M Agreement. Reimbursement for the grading and utility installations shall occur after the construction of the 6-12 School Project and before the expansion of Heritage School. Provided funds are available for reimbursement, the City will be reimbursed, without interest, for the road construction and improvements portion of the City Requirements, as more specifically set forth below, as a City Advance pursuant to the provisions of Section 16(e) ii of the VM Agreement. Reimbursement for the road construction and improvements shall occur after the construction of the 6-12 School Project and after the expansion of Heritage School, as such expansion is identified in Section 16(a) of the I/M Agreement. Revised Exhibit F to Site Conveyance Agreement F -I 1193322.1 BAWG/WHW/ijd/193121 18047 B 1 10-07-16 GRADING A. City will deliver Revised Site No. 2 in a "rough -grade" condition prior to close of escrow and as provided in the I/M Agreement and Amendment and the Conveyance Agreement and Amendment. City will "rough grade" Revised Site No. 2 pursuant to the Hunsaker and Associates plans dated . All grading, fill, if any, and compaction shall be accomplished in accordance with generally accepted engineering practices and in compliance with: (i) the provisions of the Protocol for Onsite Grading Improvements and the Protocol for Water Quality Control/Indemnity as set forth in the "Judgment on Stipulation of Parties" that was entered in Orange County Superior Court Case No. 30-201000345476 on February 6, 2013, which Judgment is incorporated herein by reference, and (ii) the requirements, if any, of DTSC, DSA, and CDE. Any proposed changes/change orders and costs associated with such change related to the grading of Revised Site No. 2 shall be reviewed with and approved by TUSD, prior to such work being authorized or undertaken. B. Grading of the Revised Site No. 2 will include placement of soil/fill in locations consistent with the NMG Geotechnical Report dated Any proposed changes/change orders that are inconsistent with the NMG Geotechnical Report dated , related to Revised Site No. 2, shall be reviewed with and approved by TUSD, prior to such work being authorized or undertaken. C. After completion of the grading of Revised Site No. 2, City will provide TUSD with the following: i. Certification from NMG that grading of Revised Site No. 2, including soil brought onto Revised Site No. 2 has utilized the cleanliness of soil and quality of soil consistent with Department of Toxic Substances Control requirements; li. Revised Site No. 2; iii. iv. 1193322.1 BAWG/WHW1ijd1193121 18047 B 1 10-07-16 Report of Final Compaction from NMG certifying compaction of soil on As -built grading certification; and Final costs incurred for grading of Revised Site No. 2. Revised Exhibit F to Site Conveyance Agreement F-2 D. City shall construct the temporary desilting basin on Revised Site No. 2 at a mutually acceptable revised location. E. City shall install a comprehensive water quality management system serving the Revised Site No. 2 and other City property. 11. UTILITIES The location of the utilities shall be mutually agreed upon by the Parties. All utilities shall be stubbed to the property line of the Revised Site No. 2 with capacity adequate to serve the 6-12 School Project and shall be constructed by the City on or before August 31, 2018, or such other time as agreed by the Parties, subject to any delays outside the City's control, including but not limited to, those caused by the owner and operator of the utilities to be provided. After completion of installation of the utilities to serve Revised Site No. 2, City shall provide TUSD with the costs incurred for such installation. TUSD will be responsible for payment of capacity charges to the utility provider for the utilities to serve the 6-12 School Project. City will provide the following utilities: A. Sewer Facilities. Sewer service to Revised Site No. 2 from a sewer line on Valencia Avenue. Sewer service shall include two lateral connections each stubbed to the edge of right-of-way dedicated for adjacent public streets or to the back of driveways, as appropriate. B. Water Facilities. Fire flow water, potable water and reclaimed water adequate to serve the 6-12 School Project. The fire flow water storage shall include two lateral points of connection and adequate fire pressure for the 6-12 School Project buildings and fire sprinklers. The potable water and reclaimed water shall include one lateral point of connection. C. Storm Drain Facilities. Storm water drainage facilities to serve the 6-12 School Project completed and sized to accommodate surface water from and through Revised Site No. 2 and tying in to City's Revised Exhibit F to Site Conveyance Agreement F-3 1193322.1 BAWG/WI-iW/ijd/193 to 1 18047 B 1 10-07-15 Storm Water Master Plan. The storm water facilities shall be accepted by the City or other applicable public agency by August 31, 2018, or such other time as agreed to by the Parties. D. Dry Utilities. Natural gas, three-phase electricity, telephone and cablevision service to mutually agreed upon points of connection. 111. ROADS The roads and improvements thereto shall be constructed by City as generally depicted on Attachment "1 ". The roads shall be completed and accepted by City by August 31, 2018, or such other time as agreed to by the Parties. The amount of potential reimbursement to City for the construction of the below - described road improvements shall be as follows: Moffett Drive. City shall be paid for the easement granted to TUSD for the TUSD Service Road access onto Moffett Drive and shall be reimbursed for the construction of the costs of construction of Moffett Drive in the amount of 8.8% of the cost of construction representing the agreed upon price for the acquisition of the easement and the pro rata share of the cost of construction based upon traffic impacts that will be generated by the 6-12 School Project. 2. Legacy Road. City shall be reimbursed 100% of the costs of Legacy Road provided, that in the event Legacy Road is extended north and/or south as a public road, the City shall be reimbursed only 9.8% of the cost of construction representing the agreed upon pro rata share of traffic impacts generated by the 6-12 School Project. If the City has been reimbursed by TUSD for 100% for the cost of Legacy Road and, thereafter, Legacy Road is extended as a public road, City shall reimburse TUSD 90.2% of the previously reimbursed amounts. A. Legacy Road. City shall construct Legacy Road from Valencia Avenue to the end of the property line of Revised Site No. 2 in accordance with City standards for streets of City. Revised Exhibit F to Site Conveyance Agreement F-4 1193322.1, BA W G/ W 1-1 W/ij d/ 193121 18047 B 1 10-07-16 Sidewalks shall be constructed on both sides of Legacy Road and shall include right-of-way landscaping; ii. Upgrade of traffic signal at intersection of Valencia Avenue and Legacy Road Drive to provide a left turn phase for westbound Valencia Avenue and traffic signal equipment for southbound Legacy Road, including countdown pedestrian signal heads. iii. Restripe Legacy Road Drive at its intersection with Valencia Avenue as determined by City. iv. At a minimum two points of access from Legacy Road to the parking lots east and west of Legacy Road that are reasonably acceptable to TUSD as generally shown on Attachment "I". The width, lanes, and median size of the access points shall be designed and completed to meet the traffic requirements of the final 5-12 School Project as described in TUSD's Mitigated Negative Declaration. Legacy Road. V. Left turn pocket on westbound Valencia Avenue and on northbound vi. Access for the TUSD Service Road from Legacy Road that is reasonably acceptable to TUSD as generally shown on Attachment "I ", vii. Install underground conduit for future potential signalization on Legacy Road in the event Legacy Road is extended and utilized as a future public street. If Legacy Road is extended as a future public street, installation of signalization at the driveway entrance on Legacy Road shall occur. viii. Construct driveway approaches on Legacy Road north to the 7.6$ parcel and south to the school site area. B. TUSD Service Road. City shall construct the on-site Service Road on Revised Site No. 2. The Service Road shall consist of 2 lanes, designed and constructed in accordance with City standards for streets and shall be paved and improved with a sidewalk on the south side of the Service Road. Revised Exhibit F to Site Conveyance Agreement F-5 1193322.1 BAWG/VJHW/ijd/19312 ] 18047 B 1 10-07-16 Construction of the Service Road shall include driveway approaches on Legacy Road and Moffett Drive. C. Moffett Drive. Moffett Drive shall be constructed between Tustin Ranch Road and the end of the TUSD Driveway Easement for the TUSD Service Road as an improved and accepted public street of City. i. Moffett Drive between Tustin Ranch Road and TUSD Driveway Easement and Legacy Road between Valencia Avenue and the "District Constructed Private Drive" as improved accepted public streets of City as shown on Attachment "l." ii. Improvements including walkways bordering along t Moffett Drive between Tustin Ranch Road and TUSD's Service Road as shown on Attachment "l." iii. A driveway easement that is reasonably acceptable to TUSD from Moffett Drive shall be provided for the access generally depicted as TUSD Service Road ("Easement") on Attachment "1." At a minimum the Easement width, lanes, and median size shall be designed and completed to meet the traffic requirements of the final 6-12 School Project as described in TUSD's Mitigated Negative Declaration. iv. At a minimum two points of access from Legacy Road to the parking lots east and west of Legacy Road that are reasonably acceptable to TUSD as generally shown on Attachment 1." The width, lanes, and median size of the access points shall be designed and completed to meet the traffic requirements of the final 6-12 School Project as described in TUSD's Mitigated Negative Declaration. V. The foregoing i -- iv may need to be modified based on final design of the 6-12 School Project including CDE and DTSC approval. TUSD Requirements The "TUSD Requirements" will be constructed by TUSD and paid in part from the Planning Design City Advance as set forth in Section 16(b)ii of the I/M Agreement. Revised Exhibit F to Site Conveyance Agreement F-6 1193322.1 BAWGfWHW/ijd/193121 18047 B 1 10-07-16 7, The Site shall be approved for the 6-12 School Project by the California Department of Education ("CDE"), the California Division of State Architect ("DSA"), to the extent applicable, and. a "No Further Action Letter" provided by the California Department of Toxic Substances Control ("DTSC") on conditions reasonably acceptable to TUSD. (TUSD has applied to DTSC, shall bear all costs, and diligently pursue such to completion.) Revised Exhibit F to Site Conveyance Agreement F-7 1193322.1 BAWG/WHW/iid/193121 18047 B 1 10-07-16 . . , . .. ..., ATTACHMENT "1" <&�C�®C�4�C�d4 a ��4t�C��f�0j3 000�?0000 OPTION E TUSTIN UNIFIED p SCHOOL DISTRICT oo-�s-3nia J architects aeamrn neenm raef nwp�nu.m oa,<.ioateywvnic, cavxasa snee nn.<vdes9;. n,:eaq.a�rsea� sd emcv:eda:.,..ac r.r vs.r nsr •i W, O[t�n. rr, eltl.W mepa:769.7s�sv�..w: 7noaaasw� vke; aww.elnmwm EXHIBIT "K" 1 13 09 WAV PIAL TUSTIN 1181956.3 MCAS TUSTIN SUBLEASE BETWEEN THE CITY AND TUSD 1181956.E Paye 1. GRANT OF ST_TB-LEASE................................................................................................. 2 2. TERM...............................................................................................................................3 3. USE OF PARCEL B.......................................................................................................... 4 4. "ASIS" TUSD'S RESPONSIBILITY.............................................................................. 4 S. UTILr IES............................................................................................I............................5 6. TAKES...............................................................................................................................5 7. ACCESS BY GOVERNMENT AND CITY..................................................................... 6 8. MAINTENANCE AND OPERATIONS........................................................................... 6 9. ASSIGNMENT AND SUBLETTING......................................,....................................... 6 10. EMIl3ENT DOMAIN ........................................................................................................ 7 11, INDEMNITY........................................................,.........................................,..................7 12. INSURANCE ..................................................................................................................... 8 13. DEFAULT.......................................................................................................................10 14. CITY'S REMEDIES........................................................................................................ 10 15. TERMINATION BY GOVERNMENT OR TUSD........................................................11 16. VACATION OF PARCEL B...........................................................................................13 1T ENVIRONMENTAL PROVISIONS..............................................................................13 18. .LIENS..............................................................................................................................15 19, ESTOPPEL CERTIFICATE............................................................................................15 20. MISCELLANEOUS PROVISIONS................................................................................ 15 1181956.E GROUND SUB -LEASE BETWEEN THE CITY OF TUSTIN AND THE TUSTIN UNIFIED SCHOOL DISTRICT FOR A PORTION OF ly1[CAS TUSTIN THIS GROUND SUBLEASE ("Sub-Lease'D is made and entered into on this day Of A. 2016 ("Sub -Lease Commencement Date") by and between the Tustin Unified School District C TUSD') and the City of Tustin, a municipal corporation ("City") acting as the Local Redevelopment Authority ("LRA"} under the Defense Base Closure and Realignment Act of 1990 ("Realignment Act"'). RECITALS A. The City is owner of the fee or leasehold interest in approximately 41.15 acres of real property ("Site No. 2") on the site of the former Marine Corps Air Station, Tustin ("MCAS Tustin") which was closed as a military installation and is subject to disposal pursuant to and in accordance with the Realignment Act. The fee portion is approximately 40 acres ("Parcel A") and the leasehold portion approximately 1.15 acres ("Parcel B"). Legal descriptions and maps of Parcel A are attached hereto as Exhibit 1 and Parcel B as Exhibit 2. B. The United States of America, acting by and through the Department of the Navy ("Government"), is the fee owner of the easehold portion of Site No. 2 ("Sublease Area"}. The Sublease Area is subject to that certain Lease in Furtherance of Conveyance by and between the Government and the City dated May 13, 2002 ("LIFOC"). Pursuant to the LIFOC the Government proposes to convey the Sublease Area to City, but as a condition precedent thereto certain issues relating to the ongoing remediation of hazardous substances are resolved. Upon the satisfaction of such issues, the Government will issue a Finding of Suitability for Transfer ("FOST"), which will, among other things, enable the Government to convey fee title of the Sublease Area to the City. C. The City and TUSD have entered into that certain lrcplementation and Mitigation Agreerlren ec ve ugu 25, Xl5 1VM A att"); �sCA enzinxeot I lit __. ("I/M First Amendment") dated _____--, 2016; the Site Conveyance Agreement, effective August 25, 2015 ("Conveyance Agreement"); and that First Amendment to Site Conveyance Agrement dated , 2016 ("Conveyance Amendment"), the foregoing which are referred to collectively herein as the "Agreements". Pursuant to the Agreements, the City is conveying its fee interest in Parcel A and is subleasing Parcel B to TUSD for the purpose of constructing and operating the 6-12 School Project, as such project is defined and described in the I/M Agreement ("6-12 School Project!'). D. Upon the Government's issuance of a FOST for Parcel B and transfer of fee title to the City, the City will quitclaim its interest in Parcel B to TUSD by quitclaim deed. 1181956.1 MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND TUSD NOW, THEREFORE, in consideration of the terms, covenants and conditions hereinafter set forth, City and TUSD hereby agree as follows: AGREEMENT A. GRANT OF SUB -LEASE 1.1 In consideration of the covenants and agreements to be observed and performed by the Parties, the City hereby subleases to TUSD and TUSD subleases from City, Parcel B. 1.2. TUSD acknowledges that it has received and reviewed and approved the conditions of title to Parcel B and TUSD's sublease interest created by this Sub -Lease shall be subject to the following: 1.2.1 Conditions of Title. Those exceptions to title set forth in that certain Title Report dated _, 2016, (Order No. - issued by First American Title Insurance Company, a copy of which is attached hereto as Exhibit 3. 1.2.2 LIFOC. The terms and conditions of the LIFOC are incorporated herein as though fully set forth herein. TUSD represents that it has read and is familiar with the terms of the LIFOC, including all exhibits thereto. A true and correct copy of the LIFOC, without the exhibits is attached as Exhibit 4. All exhibits to such LIFOC are available from, and on file with, the City and TUSD acknowledges receipt and review thereof. By entering into this Sub -Lease, TUSD acknowledges and agrees that this Sub -Lease is subject to and subordinate to the LIFOC and TUSD agrees to be bound by all terms, conditions, and covenants of the LIFOC to the extent related to Parcel B. In addition to the foregoing and not as limitation thereof; TUSD acknowledges that City's right, title, and interest to Parcel B arises solely under the LIFOC, and TUSD shall assume and faithfully perform all covenants running with the lazed and all obligations set forth in the LIFOC as obligations to be performed by "Lessee" to the extent related to Parcel B. It is the intent of the City and TUSD that TUSD shall assume and fully and timely perform all obligations of City as "Lessee" under the LIFOC for Parcel B. City hereby transfers to TUSD all rights and benefits of City under the LIFOC to the extent relating to Parcel B only, and City hereby covenants to cooperate with TUSD (at no cost to City) to enable TUSD to receive all benefits of City under the LIFOC to the extent relating to Parcel B. 1.2.3 LIFOC Parcel Limitations. Notwithstanding any provision of this Sub -Lease, City and TUSD hereby agree as follows: (a) TUSD will not do or permit anything to be done in or on Parcel B which will cause the occurrence of a default by City under the LIFOC; (b) if the LIFOC expires or is terminated for any reason other than conveyance by the Government to City of Parcel B, then this Sub -Lease shall thereupon terminate, without any liability to City under this Sub -Lease or the IIM Agreement or Conveyance Agreement (unless 2 1181956.1 WAS TUSTIN SUB -LEASE BETWEEN THE CITY AND TUSD such expiration or termination is caused by a material default of City under the LIFOC). City shall take all reasonable actions within City's control to keep the LIFOC in full force and effect during the term of this Sub -Lease and to cause the Government to transfer Parcel B to City upon the satisfaction of all conditions precedent thereto. 1.2.4 Lilnitat.On on Liability City shall have no liability to TUSD for Government's defaults under the LIFOC. TUSD agrees that City shall not be obligated to performs any of the Government's obligations under the LIFOC. TUSD further agrees that neither this Sub -Lease nor any of TUSD's obligations hereunder shall be affected by Government's default under the LIFOC, except to the extent that the LIFOC is terminated. City reserves all rights to enforce the LIFOC, but agrees to make reasonable efforts to enforce Government's obligations under the LiFOC, to the extent that TUSD is a material beneficiary thereof~ City shall not be required to initiate a legal action against Government but agrees to reasonably cooperate with TUSD to enforce Government's obligations under the LIFOC. 2. TERM. 2.1 Term. The term ("Term") of this Sub -Lease shall begin on the Sub -Lease Commencement Date and end on the earlier of (a) expiration or termination of the LIFOC; or (b) the effective date of conveyance of Parcel B to TUSD by City; or (c) May 12, 2052 (date the LIFOC is set to terminate). 2.2 Quitclaim of Parcel B upon Transfer From.gpvemment. Upon issuance of a FOST for Parcel B and transfer thereof to the City, the City agrees to quitclaim all of its interest in Parcel B to TUSD by way of quitclaim deed in a form reasonably acceptable to both parties. 2.3 Extension. The Term of this Sub -Lease may be extended by the parties in the event the earlier date provided in Section 2.1 above is May 12, 2052 and the L1FOC has been correspondingly extended by the City and Government. 2.4 Surrender and )testoratiom 2.4.1 Sir. Except in the case that termination of this Sub -Lease is due to the conveyance to TUSD by quitclaim deed of the Sublease Area, upon the expiration of the Terre or its termination by TUSD or City, TUSD shall quietly and peacefully remove itself and its property from Parcel B and surrender the possession thereof to the City on the expiration date, or the date of prior termination; provided, in the event that City terminates this Sub -Lease for a breach of this Sub -Lease by TUSD, or because of a termination of the LIFOC not caused by City, TUSD shall be allowed a reasonable period of time, as determined by the City, in which to remove all of its property from and terminate its operations on Parcel B. During such period prior to surrender, all obligations assumed by the TUSD under this Sub -Lease shall remain in full force and effect. The City may, in its discretion following thirty (30) days' notice to TUSD, 1181956.1 MCAS TUSTIN SUB -LEASE BETWEEN THE Ci"I'Y AND TUSD declare any property which has not been removed within a reasonable amount of time from Parcel B as abandoned property. 2.4.2 Restoration. Before the expiration or prior to termination of the Sub -Lease, TUSD shall restore Parcel B to the condition in which it was first received and used by the TUSD, or to such unproved condition as may have resulted from any improvement made therein by the TUSD, subject however to ordinary wear and tear and loss or damage for which the TUSD is not liable hereunder. TUSD is not obligated to restore improvements to Parcel B once those improvements have been demolished. If TUSD fails to surrender Parcel B in such condition, City may restore Parcel B to such condition and TUSD shall pay the cost thereof on demand. 3. USE OF PARCEL B. 3.1 School Use. Subject to any restrictions in the LIFOC and consistent with the Agreements and MCAS Tustin Specific Plan, TUSD may use and occupy Parcel B for the 6- 12 School Project; provided that TUSD acknowledges that any improvements thereon may, pursuant to the LIFOC, require the Govermment's approval. TUSD shall work through the City to receive any such Government approval and not directly with the Government in the absence of the City's written consent. During the Term, TUSD shall not use Parcel B for any other purpose unless expressly agreed to by the City in writing. 3.2 Environmental Matters and Use of hazardous or Toxic M@pNj ls. In accordance with Section 5.1 of the LIFOC and this Sub -Lease, TUSD is prohibited from storing or disposing any toxic or hazardous materials on Parcel B, except to the extent authorized by the City and the Government. 8.3 Compliance with Laws. TUSD shall not make or permit to be made any use of Parcel B or any part thereof Q) which would violate any of the covenants, agreements, terms, provisions, and conditions of this Sub -Lease, the Agreements, the MCAS Tustin Specific Plan or the LIFOC; 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 Parcel B or any part thereof to be used in any manner or permit anything to be brought into or kept therein which, in the reasonable judgment of City, shall in any way impair or tend to impair the character, reputation or appearance of the Parcel B or which will impair or interfere with or tend to impair or interfere with any of the services performed by City. 4. "AS -IS" TUSD'S RESPONSIBILITY. 4.1 No Rere entations or Warranties. TUSD recognizes that the City would not sublease and subsequently agree to convey to TUSD Parcel B except on an "AS IS, ViHERE IS, WITH ALL FAULTS" basis, and the TUSD acknowledges that, except as expressly set forth in 4 1181956.1 this Sub -Lease, City has made no representations or warranties of any kind whatsoever, either express or implied in connection with any matters with respect to Parcel B or any portion thereof. TUSD further acknowledges and agrees that, except as otherwise specifically provided in this Sub -Lease, the City has not made and does not make and specifically negates and disclaims any representations, warranties, promises, agreements or guaranties of any kind or character, whether express or implied, oral or written, past, present or future, whether by City or any of its agents, elected or appointed officials, representatives or employees, concerning Parcel B and/or its suitability for any use, including but limited to, the presence or absence of Hazardous Materials at, on, under, or adjacent to Parcel B; 4.2 Enyimnmental Condition of Parcel B. TUSD acknowledges and agrees that: (i) the City is leasing Parcel B from the Government, (ii) the Government has conducted numerous studies concerning the presence of hazardous materials on Parcel B; (Jii) groundwater remediation and monitoring activities by the Government and its contractors are ongoing on Parcel B; and. (iv) TUSD has been provided access to all such studies concerning Parcel B and the ongoing remediation and monitoring activities thereon. 4.3 n esti . TCJSD acknowledges that it has inspected Parcel B prior to any use or occupancy of Parcel B, has obtained all necessary approvals, and that it has no additional inspection or review rights under this Sub -Lease. 5. UTILITIES. Except as provided in the Agreements, the obtaining of utility services shall be solely the responsibility of TUSD and shall be separately metered. TUSD shall pay all service charges, and all initial utility deposits and fees, for water, electricity, sewage, janitorial, trash removal, gas, telephone, pest control and any other utility services furnished to Parcel B during the entire term of this Sub -Lease. City shall not be liable for any reason for any loss or damage resulting from an interruption of any of these services. 6.1 TUSD shall pay all taxes levied or unposed against Parcel B or City and/or TUSD's interest therein during the Term. As used herein, taxes shall mean all taxes, assessments and governmental charges, whether federal, state, county or municipal, and whether general or special, ordinary or extraordinary, foreseen or unforeseen, imposed upon Parcel B or any possessory interest therein, or the operation of Parcel B. TUSD shall pay to the appropriate governmental authority any use, possessory interest, and/or occupancy tax applicable to Parcel B. In the event that City is required by law to collect such tax, TUSD shall pay such use and occupancy tax to City within ten days of demand and City shall remit any amounts so paid to City to the appropriate governmental authority. 1181956.1 MCAS TUSTIN SUB -LEASE BETWEEN TEE CITY AND TUSD 6.2 The interest created by this Sub -Lease may at some time be subject to property taxation under the laws of the State of California. If property taxes are imposed, the party in whom the possessory interest is vested may be subject to the payment of the taxes levied on such interest. This notice is included in this Sub -Lease pursuant to the requirements of Section 107.6 (a) of the Revenue and Taxation Code of the State of California. 7. ACCESS BY GOVERNMENT AND CITY. The Government and City shall, upon written notice, be allowed access to Parcel B at all reasonable tunes throughout the term of this Sub -Lease, for any reasonable purposes related to the LIFOC and this Sub -Lease. TUSD shall have no claim against the Government or City for exercise of their rights of access hereunder. 8. MAINTENANCE AND OPERATIONS. 8.1 Standard ofMaintenance. TUSD shall at a minimum maintain and keep Parcel B in accordance with and as required by the LIFOC, the Agreements, the MCAS Tustin Specific Plan and this Sub -Lease. TUSD shall undertake such maintenance at TUSD's own expense. In the event of any damage or loss to Parcel B or any improvements thereon, TUSD shall take all appropriate steps to mitigate any unsafe conditions caused thereby and to diligently cause the repair of same. Both City and Government, upon due notice, may inspect Parcel B, to insure performance of the required maintenance or repair. 8.2 Management and Operation of Parcel B. TUSD shall be responsible for overall management and control of Parcel B. TSUD shall operate, maintain and manage Parcel B and any improvements thereon in accordance with the Agreements, this Sub -Lease, the LIFOC and the MCAS Tustin Specific Plan. 9. ASSIGNMENT AND SUBLETTING. 9.1 Restrictions ons__. er. TUSU A -a-Riot effect or agree toe c-, auy transfer, sale, assignment, gift or other conveyance of all or any portion of Parcel B or any unprovements thereon or any interest therein, or any right or interest under this Sub -Lease, whether voluntarily, involuntarily or by operation of law or otherwise (collectively, a "Transfeel, unless such Transfer is approved by the City in its reasonable discretion. 9.2 Remedies for Improper Transfers. Any purported Transfer that is not approved by the City shall, at the election of the City, be null and void. Any such non -City approved Transfer shall constitute a material default under this Sub -Lease as of the date of the transfer. In the event of a Transfer in violation of this Section 9, the City shall have all remedies available to it at law and in equity, including the right to immediate possession of Parcel B. 1181956.1. MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND TUSD 10. EMINENT DOMAIN. In the event that title to the whole of Parcel B shall be lawfully condemned or taken in any manner for any public or quasi -public use or conveyed in lieu of condemnation, this Sub - Lease shall automatically terminate as of the date possession is required to be delivered to the condemnor. In the event that only a portion of Parcel B is taken, this Sub -Lease shall automatically terminate as to the portion condemned and remain in full force and effect as to all remaining portions. However, in the event condemnation of a portion of Parcel B renders, in TUSD's opinion, the remaining Parcel B unsuitable for the conduct of TUSYs business, TUSD may terminate this Sub -Lease as to the whole of Parcel B as of the date when possession of such condemned portion of Parcel B is delivered to the condemning authority. 11. INDEMNITY. 11.1 TUSD shall defend, with counsel acceptable to City, indemnify, protect, and hold harmless City and the Government and their respective appointed officials, agents, attorneys, affiliates, employees, contractors, representatives, successors and. assigns (the "City Indemnified Parties") from, and shall pay all costs, expenses and reasonable attorney's fees for all trial and appellate levels and post judgment proceedings in connection with, any and all claims and demands, actions, proceedings, losses, liens, costs and judgments of any kind and nature whatsoever, including expenses incurred in defending against legal actions, for death or injury to persons or damage to property and for civil fines and penalties arising out of, or in any manner predicated upon, the occupation or use of Parcel B by TUSD, its employees, agents, servants, guests, invitees, contractors, including the following: 11.1.1 Any dangerous, hazardous, unsafe or defective condition, in or on Parcel B, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any use or occupation of Parcel B by TUSD, its officers, agents, employees, licensees or invitees; 11.1.2 Any operation conducted upon or any use or occupation of Parcel B by TUSD, its officers, agents, employees, licensees or invitees under or pursuant to the provisions of this Sub -Lease or otherwise; 11.1.3 Any act, omission, whether willful or negligent, of TUSD its officers, agents, employees; 11. 1,4 Any plans or design for improvernents prepared by or on behalf of TUSD, including any errors or omissions with respect to such plans and designs; and 1181956.1 MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND TUSD 11. 1.5 Any failure of TUSD, its officers, agents, employees or invitees to comply with the terms or conditions of this Sub -Lease, the LiFOC, or any applicable federal, state, regional or municipal law, ordinance, rule or regulation related to the use or occupancy of Parcel B. 11.2 City will notify TUSD within 30 days of receiving notice of any claim filed against it that is covered by this indemnity. 11.3 Environmental Tnd=nity. As a material part of the consideration for this Sub -Lease, and effective as to the entirety of Parcel B, upon the Sub -Lease Commencement Date, TUSD hereby agrees that TUSD shall, to the maximum extent permitted by law, indemnify, protect, defend and hold harmless the City Indemnified Parties from and against any and all claims resulting or arising from or in any way connected with the existence, release, threatened release, presence, storage, treataaent, transportation and/or disposal of any Hazardous Materials at any time on, in, under, frons, any portion of Parcel B, or any improvements thereon, regardless whether any such condition is known or unknown now or upon acquisition and regardless whether any such condition pre-exists acquisition or is subsequently caused, created or occurring, which release, threatened release, presence, storage, treatment, transportation and/or disposal was caused or exacerbated by the TUSD. Such indemnity shall not apply to the presence of any Hazardous Materials resulting from any City activities. Nothing in this Section 11 is intended as a waiver of TUSD's indemnity and contribution rights under federal law and the responsibility of Government to indemnify and hold harmless the City and TUSD under any applicable Iaws or the LIFOC. Further nothing herein requires TUSD to perform any obligation of the Government to remediate the presence of Hazardous Materials or to seek indemnity and/or contribution from any other third parties for such remediation. 11.5 Aneiieability to TUSD Subcontractors. The indemnity requirements provided herein shall extend to the performance of work or the use of Parcel B by any contractor, assignee, licensee or invitee of the TUSD. 12. INSURANCE. 12.1 On or before the Sub -Lease Commencement Date, TUSD shall provide and maintain at its own expense during the term of this Sub -Lease the following insurance covering its operations under this Sub -Lease. Such insurance shall be provided with insurers licensed to do business in the State of California, with a rating of at least A -VII or better, according to the latest Best's Key Rating Guide. Subject to the prior approval of the City Attorney and City Risk Manager, such insurance may be provided by an umbrella or excess liability insurance policy otherwise meeting the requirements of this Section 12. Evidence of such insurance shall be delivered to City on or before the date that TUSD occupies the Premises, and shall be provided on an Accord form specifically identifying this Sub -Lease and shall contain required endorsements signed by the underwriter's authorized representative. Written signed endorsements shall require that (a) City is to be given at least thirty (30) days advance 3181956.1 MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND TUSD written notice, of any material modification in or termination of insurance unless otherwise approved in writing by the City Attorney or City Risk Manager, (b) such insurance shall be primary to and not contributing with any other insurance maintained by City, (c) shall name the City, and the Government, and their respective officers and employees as additional insureds, and (d) provide that all losses shall be payable notwithstanding any act or failure to act or negligence of City or Government, or any other person. All insurance shall be maintained on an occurrence basis. 12.1.1 Com rehens've eral Liabili Insurance. Comprehensive general liability and property damage insurance covering Parcel B, contractual, broad form property damage, and bodily injury or death, with a combined single limit of not less than $2,000,000 per occurrence with respect to personal injury, death, and property damage. 12.1.2 Workers CgMpMsation Insurance Workers' Compensation insurance in an amount and form. meeting all applicable requirements of the California Labor Code, covering all persons providing services by or on behalf of TUSD and all risks to such persons. 12.2 Deductibles. All insurance limits identified may contain a self-insured retention amount, but in no event shall such retention exceed. . 12.3 Other Insurance Provisions. 12.3.1 The general liability policy is to contain, or be endorsed to contain, the following provisions: (a) TUSD's insurance coverage shall be primary insurance as respects the Government and the City, and their respective officers, officials, employees and contractors. Any insurance or self-insurance maintained by the City or the Government shall be excess of the TUSD's insurance and shall not contribute with it. (b) Any failure to comply with reporting or other provisions of officers, officials, employees or volunteers. (c) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except atter thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City and the Government. 12.3.2 The Workers' Compensation and all liability policies are to contain, or be endorsed to contain, the following provisions: 9 1181956.1 MICAS TUSTIN SUB -LEASE BETWEEN THE CITY .AND TUSD (a) "The insurer waives any right of subrogation against the City and the Government which may arise by reason of any payments made under a policy." (b) Coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (3 0) days prior written notice by certified mail, return receipt requested, has been given to the City and the Government. 12.4 Subcontractors. TUSD shall include all of its subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein, 12.5 Failure by TUSD to procure or maintain required insurance shall constitute an Event of Default, upon which City may, upon TUSUs receipt of written notice, immediately terminate this Sub -Lease. TUSUs operations shall be subject to suspension by City during any period TUSD fails to maintain required insurance in full force and effect. 13. DEFAULT. It shall constitute an event of default ("Event of Default") under this Sub -Lease if. 13.1 TUSD fails to perform or observe any term obligation, covenant, or agreement hereunder within ten (10) days atter written notice of any such failure has been given by or on behalf of City, or, if more than ten (10) days is required to cure such failure, if TUSD fails to commence such cure as promptly as practical and thereafter diligently to pursue such cure and thereafter complete such cure within thirty (30) days after such notice; or 13.2 TUSD assigns or sublets, or attempts or purports to assign or sublet Parcel B or any part thereof other than in the manner and upon the conditions set forth herein; or 13.3 TUSD makes an assignment for the benefit of creditors, files or has filed against it a petition of bankruptcy bill in equity or other proceedings for the appointment of a _...._........__ receive-or-othex-eustodian-for-its--property,-or-if-pros-for-reorganization-or-composition-....-. with creditors under any law are instituted by or against TUSD or if any levy or sale or execution of any kind is made upon or of any property of TUSD in Parcel B; or 13.4 TUSD abandons or vacates Parcel B; or 13.5 TUSD fails to vacate Parcel B on the expiration date unless this Sub -Lease is otherwise renewed or extended. 14. CITY'S REMEDIES. to 1161956.1 MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND TUSD 1.4.1 If an Event of Default hereunder shall have occurred which has not been cured pursuant to Section 13, or any other Event of Default described in Sections 13, City may, at its option, exercise any one or more of the following remedies: 14.1.1 Termination of Sub -Lease. City may terminate this Sub -Lease, by written notice to TUSD, without any right by TUSD to reinstate its rights by payment of Cost Reimbursements due or other performance of the terms and conditions hereof, Upon such termination, TUSD shall immediately surrender possession of Parcel B to City. 14.1.2 Removal of Contentsby City. With respect to any portion of Parcel B which is vacant or which is physically unoccupied by TUSD, City may remove all persons and property therefrom, and store such property in a public warehouse or elsewhere at the cost of and for the account of TUSD, without service of notice or resort to legal process (all of which TUSD expressly waives) and without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. City shall have a lien for the payment of all sums agreed to be paid by TUSD herein upon all TUSD's property, which lien is to be in addition to City's lien now or hereafter provided by law: 14.3 Survival of E D_;xyObl gWons. No expiration or termination of this Sub - Lease (except as expressly provided herein.) and no repossession of Parcel B or any part thereof shall relieve TUSD of its liabilities and obligations hereunder, all of which shall survive such expiration, termination or repossession. 14.4 Not. Exclusive Right. No right or remedy herein conferred upon or reserved to City is intended to be exclusive of any other right or remedy herein or by law provided, but each shall be cumulative and in addition to every other right of remedy given herein or now or hereafter existing at law or in equity or by statute. 15. TERMINATION BY GOVERNMENT OR TUSD. 15.1 Termination bY_ Government of the LIFOC for Breach. The Government has the right to terminate the LIFOC on account of a breach by City, a sublessee thereof, of any any obligation under the LIFOC, the LIFOC provides that City, as the Lessee thereunder, shall be afforded sixty (60) working days from the receipt of the Government's notice of intent to terminate, unless Government determines that a shorter period is required, to commence action to complete the performance of the obligation or otherwise cure the subject breach and avoid termination of the LIFOC, which action to cure is to be completed within a reasonable period of time. City agrees to by the next business day, provide a copy of any such notice to TUSD, In the event that any such notice is delivered to City as the Lessee under the LIFOC, for any such breach caused by the action, negligence or inaction of TUSD, or any party acting on behalf of or through TUSD, for an obligation, covenant or undertaldng of TUSD under this Sub -Lease, then TUSD shall commence action to complete the performance of the obligation or otherwise cure the subject breach to avoid termination of this Sub -Lease and the L1FOC and immediately advise I1 11&1956.1 MCAS TUSTII►I SUB -LEASE BETWEEN THE CITY AND TUSD the City of TUSD's intended course of action to cure the breach and the estimated date as to when said action will be completed. TUSD shall either cure such breach within thirty (30) working days from the date of receipt by City of the Government's notice of intent to terminate or such shorter period which the Government specifies. TUSD shall provide its plan and program in writing as to its proposed action to complete the performance of the obligation and shall commence cure of the breach as soon as reasonable and possible under the circumstances and complete such action to cure within a reasonable period of time in light of the nature of the breach and any circumstances beyond TUSD's reasonable control. If TUSD should fail to cure within the periods provided above, and the Government does not terminate the Sub -Lease under the provisions of the L1FOC, them City shall have the option to terminate this Sub -Lease, without the necessity of providing further notice or rights of cure to TUSD. 15.2 In the event that the Government shall elect to terminate the LIFOC on account of the breach by TUSD, then TUSD shall indemnify City against any claims the Government may have against City for any of the following under the LIFOC: 15.2.1 The costs incurred by the Government in returning possession of Parcel. B. 15.2.2 The costs incurred in Government's performance of any of TUSD's obligations under this Sub -Lease. 15.3 Termination by Government for Other than Breach. In addition to the right to terminate the LIFOC for breach, the Government is entitled to terminate the LIFOC for those additional reasons set forth in Section 14 of the LIFOC. In the event of such a termination, the City as Lessee under the LIFOC, is to be provided with no less than 30 days written notice of such termination and shall immediately provide TUSD with a copy of any notification it receives from the Government relative to such termination. The City shall meet and confer with the TUSD and the Government to determine what is a reasonable time for the NSD to vacate Parcel B, considering the factors of the nature of the exiting -uses of the TUSD, the consequences which would be affected if such termination is required and the losses and penalties which would be engendered if such termination is required. City shall provide TUSD with as long and ...----reasc�at�l'e�"mrt�r't�'°fac arnaes-acceptabl�ta-the-C�vemmc�nt-zelative�-.—....---._._...,._ such termination. In the event of such termination, TUSD and City as Lessee under the LIFOC shall have only such remedies as are otherwise available under the law with respect to compensation from the Government for such termination. TUSD shall not seek and shall not have any claim against City for any such termination by the Government, except to the extent that City obtains recovery therefor from the Government on behalf of TUSD. ; 15.4 lerMiWdion by TUSD. termination by TUSD. 12 1181956.1 The following provisions shall apply to a MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND TUSD 15.4.1 TUSD may terminate this Sub -Lease if the TUSD is required by Government or City to vacate all or a substantial portion of Parcel B for a period in excess of 30 consecutive calendar days if due to entry by Government for the purpose of corrective or remedial action and such activity substantially interferes with TUSD's use of Parcel B. 15.4.2 TUSD may terminate this Sub -Lease in the event of breach by City of any of the terms and conditions hereof upon thirty (30) calendar days written notice to City. In the event of a breach involving the performance of any obligation, City, shall be afforded sixty (60) calendar days from the receipt of TUSD's notice of intent to terminate to complete performance of the obligation or otherwise cure the subject breach and avoid termination of this Sub -Lease. 16. VACATION OF PARCEL B. In the event environmental contamination is discovered on Parcel B which creates, in the Govemment's determination, an imminent and substantial endangerment to human health or the environment, then notwithstanding any other termination rights and procedures contained in this Sub -Lease, the G3overnment may require that TUSD vacate Parcel B for such period of time, and to such extent, as the Government determines in good faith is necessary to abate the danger. Neither the Government nor City shall be liable for the exercise of authority, which is in conformity with this Section 16; provided that nothing herein shall relieve the Government of any liability it may have under the Federal Tort Claims Act, the comprehensive Environmental Response, Compensation and Liability Act, and other statutory and common law, if it would be liable in its role as the generator or disposer of the environmental contamination, or as the present, or former, owner or operator of Parcel B. 17. ENVIRONMENTAL PROVISIONS. 17.1 Definitions. "Hazardous Materials" shall mean any material, substance or waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive, flammable, explosive, radioactive or corrosive, including, without limitation, petroleum, solvents, lead, ..._........... _ aci s pea icides.a�ints,,printing, ink, PCBs._ asbestos, materials pqMMonly known to cause cancer or reproductive problems and those materials, substances and/or wastes, including wastes which are or later become regulated by any local governmental authority, in the State of California or the United States Government, including, but not limited to, substances defined as "hazardous substances," "hazardous materials," "toxic substances" or "hazardous wastes" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S,C. §1801, et seq.; the Resource Conservation and Recovery Act; all environmental laws of the State of California, and any other environmental law, regulation or ordinance now existing or hereinafter enacted. "Hazardous Materials Laws" shall mean all present and future federal, state and local laws, ordinances and regulations, prudent industry practices, requirements of governmental entities (including without limitation the U.S. Navy) and manufacturer's instructions relating to industrial 13 1181956.1 INCAS TUSTI N SUB -LEASE BETWEEN THE CITY AND TUSD hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of any Hazardous Materials, including without limitation the laws, regulations and ordinances referred to in the preceding sentence. 17.2 Use of Premises by TUSD. TUSD hereby agrees it and its' officers, employees, representatives, agents, contractors, subcontractors, successors, assigns, concessionaires, invitees and any other occupants of Parcel B (for purposes of this Section 17, referred to collectively herein as "TUSD Representatives") shall not cause or permit any Hazardous Materials to be used, generated, manufactured, refined, produced, processed, stored or disposed of, on, under or about Parcel B without the express prior written consent of City, which consent may be limited in scope and predicated on strict compliance by TUSD of all applicable Hazardous Materials Laws and such other reasonable rules, regulations and safeguards as may be required by City (or any insurance carrier, environmental consultant or lender of City, or environmental consultant retained by any lender of City). 17.3 Rernediation. If at any time during the Term, any contamination of Parcel B by Hazardous Materials shall occur where such contamination is not caused by the act or omission of the City or the Government and TUSD is required by applicable law to remediate such Hazardous Materials, then TUSD, at TUSD's sole cost and expense, shall promptly and diligently remove such Hazardous Materials from Parcel B or the groundwater underlying Parcel B to the extent required to comply with applicable Hazardous Materials Laws. City and TUSD shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the provisions of this Sub -Lease. In addition to all other rights and remedies of the City hereunder, if TUSD does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any TUSD's Contamination, and thereafter commence the required remediation of any Hazardous Materials released or discharged in connection with TUSD's Contamination within thirty (30) days after all necessary approvals and consents have been obtained and thereafter continue to prosecute such remediation to completion in accordance with the approved remediation plan, then City, at its sole discretion, shall have the right, but not the obligation, to cause such remediation to be accomplished, and TUSD shall reimburse City within thirty (30) business days of City's demand for reimbursement of all amounts reasonably paid by City (together with any lawful interest), when such demand is accompanied by proof of _.._ ....................... paymmt by City- oftbLw-attroants"demmrded- MRD-shall-promptly`deliver rto-City,:opies-of - --- hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from Parcel B as part of TUSD's remediation. 17.4 TUSD acknowledges and understands that Parcel B and adjacent property may have been used in the past for industrial purposes and that hazardous substances may have been released on and beneath said property. In addition to the provisions set forth in this Section 23, environmental protection provisions for the use of and activities on Parcel B are set forth in the LIFOC attached hereto at Exhibit 4. TUSD agrees to abide by all such provisions as well as other provisions necessary to protect human health and the environment and prevent interference 14 1181956.1 MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND TUSD with the remedial activities on Parcel B and adjacent property, and to comply with all obligations of City set forth in such provisions. 18. LIENS. TUSD shall promptly discharge or cause to be discharged any valid lien, stop notice, right in rem, claim, or demand of any kind on Parcel B, except one in favor of the Government, or the City, which at any time may arise or exist with respect to Parcel B or materials or equipment furnished therefor, or any part thereof, and if the same shall not be promptly discharged by the TUSD, or should the TUSD be declared bankrupt or make an assignment on behalf of creditors, or should the leasehold estate be taken by execution, the City reserves the right to take immediate possession without any liability to the TUSD. If the TUSD breaches the foregoing, TUSD shall be responsible for any costs incurred by the City or Government in securing clear title to its property. 19. ESTOPPEL CERTIFICATE. TUSD and City shall, at any tame and from time to time, upon not less than ten (10) days' prior request by the other party, execute, acknowledge and deliver to the other party, or to such other persons who may be designated in such request, a statement in writing certifying that this Sub -Lease is unmodified and in full force and effect (or if there have been modifications, that the some is in full force and effect as modified and stating the modifications) and, if so, the dates to which the rent and any other charges have been paid in advance, and such other items requested by the other Party, including without limitation, the lease commencement date and expiration date, rent amounts, and that no offsets or counterclaims are present. 20. MISCELLANEOUS PROVISIONS 20.1 Attorney's Fees. If any action for breach of or to enforce the provisions of this Sub -Lease is commenced, the court in such action shall award to the prevailing party, a reasonable sum as attorneys' fees and costs_ The losing party in such action shall pay such attorneys' fees and costs. TUSD shall also indemnify City against and hold City harmless from all costs, expenses, demands and liability City may incur if City becomes or is made a party to any claim or action (a) instituted by TUSD against any third party, or by any third party against TUSD, or by or against any person holding any interest under or using the Project by license of or agreement with TUSD; (b) for foreclosure of any lien for labor or material furnished to or for TUSD or such other person; (c) otherwise arising out of or resulting from any act or transaction of TUSD or such other person; or (d) necessary to protect City's interest under this Sub -Leasee in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. TUSD shall defend City against any such claim or action at TUSD's expense with is 1191956.1 MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND TUSD counsel reasonably acceptable to City, or at City's election, TUSD shall reimburse City for any legal fees or costs City incurs in any such claim or action. 20.2 Notices. Any notice required to be given under the terms of this Sub - Lease or any lave applicable thereto must be either personally delivered or placed in a sealed envelope, postage prepaid, address to the person on whom it is to be served with return receipt requested., and deposited in the United States mail. Personal service shall be deemed complete upon delivery and service by mail shall be deemed complete upon receipt as reflected by the return receipt. The address to be used for any notice served by mail upon the parties shall be as follows: If for TUSD, addressed to TUSD, at or such other place as TUSD may from time designate by notice to City: ATTN: Dr. Gregory A. Franklin Superintendent Tustin Unified School District 300 C Street Tustin, CA 92780 If for City, addressed to City at: City of Tustin 300 Centennial Way Tustin, California 92780 Attention: Jeffrey C. Parker, City Manager iS I1919M.1 MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND TUSD With a Copy to: David E. Kendig City Attorney 555 Anton Boulevard, Suite 12200 Costa Mesa, CA 92626 If for Government, addressed to: BRAC Operations Office Southwest Division Naval Facilities Engineering Command 1420 Kettner, Suite 507 San Diego, CA 92101-2434 The parties may designate alternate contacts or addresses by giving notice as provided in this Section 20.2. 20.3 Waiver of Trial By July. It is mutually agreed by and between City and TUSD that the respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim, brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Sub -Lease, the relationship of City and TUSD, TUSD's use or occupancy of Parcel B and any emergency statutory or any other statutory remedy. 20.4 Severab' ' , Whenever possible, each provision of this Sub -Lease shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Saab -Lease shall be invalid under the applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of that provision, or the remaining provisions of this Sub -Lease. 20.5 Agg icable Law. This Sub -Lease has been made and entered into in the State of California and the laws of this State shall govern its validity and interpretation in the performance hereunder by the parries. 20.6 No Waivers. No delay or forbearance by either party in exercising any right or remedy hereunder or in undertaking or performing any act or matter which is not expressly required to be undertaken by a party shall be construed to be a waiver of said party's rights or to represent any agreement by said party to undertake or perform such act or matter thereafter. 20.7 Short Form Notice. TUSD agrees that, upon receiving a written request from City, TUSD will within ten (10) days deliver a copy of this Sub -Lease, or, if City so requests, a Short Form Notice of this Sub -Lease, in recordable form to City. 17 1181956.1 MCAS TUSTIN SUB -LEASE ]BETWEEN THE CITY AND TUSD 20.8 No Representations. Neither party has made any representations or covenants, except as contained herein, or in some further writing signed by the party making such representation or promise. All prior communications or understandings, oral or written, between City and TUSD are superseded by this Sub -Lease and this Sub -Lease contains the entire agreement between the parties hereto with respect to the subject matter of this Sub -Lease, and shall not be amended, modified or supplemented unless by agreement in writing, signed by both parties. 20.9 Counterparts. This Stab -Lease may be executed in one or more counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall constitute one and the same instrument. This Sub -Lease shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of City and TUSD. 20.10 Successo�s_and_Assigms. Each provision hereof shall extend to and shall, as the case may require, bind and inure to the benefit of City and TUSD and their respective heirs, legal representatives, successors and assigns in the event this Seib -Lease has been assigned with the express, written consent of City. 20.11 Time of Essence. Time is of the essence of every provision of this Sub - Lease. 20.12 HeadingsfE_ffect. The title and headings of this Sub -Lease are for convenience of reference only and shall not in any way be utilized to construe or interpret the agreement of the Parties as otherwise set forth herein. The term "City" and the term "TUSD" as used herein shall mean, where appropriate, all persons acting by or on behalf of the respective parties, except as to any required approvals, consents or amendments, modifications or supplements hereunder, when such terms shall only mean the parties originally named herein. 20.13 Dispute Resolution. Any disputes arising under this Sub -Lease that involve or relate to the Goverment or the GovernmenVs interpretation of the LIFOC that are _._........__..._..._- bject-Wresohrdon-underthe-Contracts-Hisputes-Act; 43-1--H.S-C—Section 6at-et-seq-shall-be- resolved pursuant to the provisions of Section 23 of the LIFOC. All other disputes that may arise under this Sub -Lease shall be resolved in accordance with the Expedited ADR Provisions set forth in the UM Agreement. is 1181956.1 MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND TUSD IN WITNESS WHEREOF, City has, by action of the City of Tustin City Council, authorized this Sub -Lease to be executed for and on behalf of the City of Tustin by its Mayor and TUSD has caused the same to be executed by its on the date first above written. City of Tustin Attest: Erica Rabe City Clerk Approved as to Form: David E. Kendig City Attorney By: John Nielsen, Mayor Dated: TUSTIN UNIFIED SCHOOL DISTRICT By; Title: Dated: APPROVED AS TO FORM: BOWIE, ARNESON, WILES & GIANNONE Legal Counsel to Tustin Unified School District By: Wendy Wiles, Esquire 19 1181956.1