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07 DISPOSITION AND DEVELOPMENT AGREEMENT WITH SCHOOLS FIRST FEDERAL CREDIT UNION
Agenda Item 7 Reviewed: AGENDA REPORT City Manager Finance Director �T MEETING DATE: JULY 2, 2019 TO: MATTHEW S. WEST, CITY MANAGER FROM: ECONOMIC DEVELOPMENT DEPARTMENT SUBJECT: DISPOSITION AND DEVELOPMENT AGREEMENT (DDA) WITH SCHOOLSFIRST FEDERAL CREDIT UNION SUMMARY: Request for authorization to approve the DDA between SchoolsFirst Federal Credit Union (SchoolsFirst) and the City for the development of an approximately 180,000 square foot, three-story office building, a 5,000 square foot credit union branch building and a four - level parking structure. The DDA specifies the terms and conditions under which approximately 1.8 acres of City -owned property will be conveyed and developed by SchoolsFirst in combination with the existing SchoolsFirst campus. RECOMMENDATION: Authorize the City Manager to execute the DDA between SchoolsFirst and the City subject to non -substantive modifications as may be deemed necessary and/or recommended by the City's special real estate counsel or the City Attorney. FISCAL IMPACT: SchoolsFirst will purchase the property, almost 1.8 acres, from the City at the appraised price of $2,932,000; $25,000 of the purchase price will be held in escrow to reimburse SchoolsFirst for 50% of the cost of removing underground utilities located on the City property. The City's costs in the removal are limited to $25,000. In addition, SchoolsFirst will reimburse the City for $75,000 of the negotiation costs, such as legal, third party consultants and staff costs incurred by the City. The DDA and Development Agreement (DA) also call for a number of public improvements that will be completed subject to a Reimbursement Agreement between the City and SchoolsFirst as part of the project. The City will be reimbursing SchoolsFirst for approximately 50% of the improvements within the R -O -W estimated in the City's Capital Improvement Budget at $325,000. Agenda Report — DDA, SchoolsFirst July 2, 2019 Page 2 CORRELATION TO THE STRATEGIC PLAN: This action correlates to the City's Strategic Plan for Economic and Neighborhood Development (Goal A). BACKGROUND: In Pacific Center East, the City owns an approximately 1.8 acre. parcel adjacent to the existing SchoolsFirst campus. The SchoolsFirst campus is currently comprised of two office buildings and a warehouse building. On February 21, 2017, the City entered into an Exclusive Negotiation Agreement (ENA) with SchoolsFirst to negotiate the conveyance of City property for the development of SchoolsFirst's corporate headquarters office building, credit union branch and parking structure. Subsequently, three Amendments to the ENA were executed between SchoolsFirst and the City: the First Amendment on April 4, 2018; the Second Amendment on November 6, 2018; and the Third Amendment on May 7, 2019. SchoolsFirst, with more than $16 billion in assets, is the largest credit union in California and the fifth largest Credit Union -and the largest serving school employees -in the country. SchoolsFirst serves almost a million school employees and their families in California. SchoolsFirst's Operations Center moved to Tustin in 1994 and there are over 900 employees working here. In addition, there are approximately 11,000 Members whom they serve living in Tustin. The proposed new office building will bring approximately 750 new jobs bringing the total number of employees at the site to 1,650. On June 11, 2019, the Planning Commission reviewed the entitlement application for the proposed project and unanimously recommended that the City Council approve the project. DDA SUMMARY: Project Description Once the City parcel is conveyed and combined with the existing SchoolsFirst campus, SchoolsFirst will construct an approximately 180,000 square foot, three- story office building, 5,000 square foot credit union branch building, and a four -level parking structure with 921 parking spaces. The office building will serve as the corporate headquarters for SchoolsFirst's executive staff and Board of Directors. Each floor offers spaces for open office areas, individual offices, social hubs, break areas, collaboration areas, conference rooms, storage, mothers' rooms, restrooms and shower rooms. The first floor will also include training rooms, a multipurpose room, reception area, employee lobby, and cafeteria. Agenda Report — DDA, SchoolsFirst July 2, 2019 Page 3 Public Improvements As part of the DDA and the DA, SchoolsFirst will construct a number of on and offsite improvements (some of which are reimbursed by the City), including: - Modifying and landscaping the medians in Newport Avenue and Del Amo Avenue - Developing an intersection at the current entry point to the SchoolsFirst campus on Newport Avenue with a traffic signal and driveway into the 11 -acre, City - owned parcel across Newport Avenue - Installing sidewalks and landscaping (including maintenance) along Newport Avenue and Del Amo Avenue - Painting and landscaping the perimeter of the existing SchoolsFirst warehouse building at 1200 Edinger Avenue within the next three years. Schedule of Performance The Schedule of Performance establishes outside dates by which a particular item must commence or have been completed by. SchoolsFirst's project schedule anticipates completing these items prior to the outside dates allowing for any unanticipated events and issues. In the event of non-performance, a DDA default is triggered. The milestone performance dates following close of escrow are as follows: Construction Work Commences Public Improvements Commence Project Completion City Right of First Offer 60 Days from close of escrow 18 Months from close of escrow 12 Months from Certificate of Occupancy issuance or 48 months from close of escrow One of the City's goals is to ensure development occurs in an orderly manner; therefore, the City does not convey property to private parties for land speculation. This has been addressed in the DDA by the City preserving the Right of First Offer. The right for the City to purchase the parcel on which SchoolsFirst is building their office building can only be exercised if, prior to commencing construction, SchoolsFirst proposes to offer to sell, transfer or convey the parcel. Agenda Report — DDA, SchoolsFirst July 2, 2019 Page 4 DISCUSSION: As proposed, the development will result in SchoolsFirst establishing their corporate headquarters in Tustin, adding approximately 750 newjobs, and enhancing the southwest gateway to Tustin. SchoolsFirst has demonstrated to staff the financial capability and leadership necessary to execute on the project. P. Buchanan Jerry Craig )mic Development Director Deputy Direct r of i s Services & Housing 4eEconomic ev I pment Department Kenneth Piguee ' Management Analyst Attachment: DDA between the City of Tustin and SchoolsFirst Federal Credit Union DISPOSITION AND DEVELOPMENT AGREEMENT FOR SCHOOLSFIRST HEADQUARTERS PROJECT This DISPOSITION AND DEVELOPMENT AGREEMENT FOR SCHOOLSFIRST HEADQUARTERS PROJECT (the "Agreement") is entered into as of 2019 (the "Effective Date") by and between the CI.TY OF TUSTIN (as more fully defined in Section 1.4.1, the "City") and SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union (as more fully defined in Section 1.4.2, "SchoolsFirst"). The City and SchoolsFirst are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties." The Parties agree as follows: Subject and Purpose of Agreement; Parties; Applicable Requirements. 1.1 Background Regarding the Project. 1.1.1 The City desires to effectuate development of The Tustin Gateway Development, including the City Property (defined in Section 1.3), through the sale and development of such property in accordance with applicable state and local requirements. The Tustin Gateway. Development, including the Project described in this Agreement, shall be developed in accordance with all Governmental Requirements, including the Redevelopment Plan for the South Central Redevelopment Project Area, the General Plan and the Specific Plan (each as defined below). 1.1.2 On February 21, 2017, the City entered into an Exclusive Agreement to Negotiate ("ENA") with SchoolsFirst. The ENA described the intent of the Parties to negotiate a Disposition and Development Agreement for development by SchoolsFirst of a corporate campus, comprising the SchoolsFirst Headquarters Project, as further defined and described below. 1.1.3 The City of Tustin owns the real property in the City of Tustin, County of Orange, State of California comprised of (a) Parcel 6 of Parcel Map No. 2010-127, a triangularly shaped parcel of real property as depicted on Attachment 2 (the "Triangle Parcel"), and (b) pursuant to quitclaim deed from PAC Operating Limited Partnership, a Delaware limited partnership dated November 1, 2011 and Recorded in the official records of Orange County, California on November 2, 2011 as Instrument No. 2011000555199, the northerly portion of the previously vacated Del Amo Avenue (commonly known as Old Del Amo Avenue), each in the City of Tustin, County of Orange and together comprised of approximately 1.770 acres of land as more fully described and depicted on Attachment 2 (collectively, the "City Parcel"). The City Parcel consists of remnant parcels that are best suited for development in accordance with the Specific Plan and the proposed sale of the City Property for the SchoolsFirst Headquarters Project is consistent with City policy in that the City will obtain fair market value for the sale of the land. 1.1.4 SchoolsFirst owns certain real property comprised of approximately 17.285 acres of land as more fully described and depicted on Attachment 3 ("SchoolsFirst Tustin - SchoolsFirst - DDA - 5-28-19 1 City of Tustin / SchoolsFirst FINAL Federal Credit Union Parcel"). The SchoolsFirst Parcel and the City Parcel have a combined total acreage of approximately 19.055 acres. The City and SchoolsFirst will reasonably cooperate with each other to process a lot line adjustment with implementing deeds to Record concurrently with Close of Escrow ("Lot Line Adjustment") for a portion of that property, comprised of approximately 14.889 acres. Following the Lot Line Adjustment, there will be five parcels comprising the combined SchoolsFirst Parcel and City Parcel, including that certain parcel of approximately 4.23 acres legally described and depicted on Attachment 4 as the Headquarters Parcel—which will be Parcel 1 following the Lot Line Adjustment—and which shall be utilized for construction of the SchoolsFirst Headquarters ("Headquarters Parcel") and another parcel comprising approximately 2.373 acres legally described and depicted on Attachment 4 as the Parking Parcel— which will be Parcel 3 following the Lot Line Adjustment—and which will be utilized as parking for the SchoolsFirst Headquarters ("Parking Parcel"). The Headquarters Parcel and the Parking Parcel are referred to herein collectively as the "Development Parcels" and comprise the proposed location for the development of the SchoolsFirst Headquarters Project. 1.1.5 The Development Parcels are (a) located within the Pacific Center East area of the City of Tustin; (b) designated under the City of Tustin General Plan as "PCCB— Planned Community Commercial/Business"; and (c) designated for development of a mixed-use commercial and office center under the Specific Plan. 1.2 Purpose of Agreement. 1.2.1 SchoolsFirst intends to acquire the City Property in order to develop a corporate campus comprised of the SchoolsFirst Headquarters Project on the Development Parcels which shall serve as its corporate headquarters and shall house its C -Suite and Board of Directors ("SchoolsFirst Headquarters") such that all such persons shall conduct their SchoolsFirst business, C -Suite and Board of Directors activities at the Project upon the Development Parcels; provided that nothing contained herein shall restrict SchoolsFirst from housing branch and office managers and similar mid-level executives at back-office administrative offices and credit union branches. In exchange for SchoolsFirst's agreement to construct the SchoolsFirst Headquarters Project and relocate the SchoolsFirst corporate headquarters including its C -Suite and Board of Directors to the City of Tustin, the City intends to sell the City Property to SchoolsFirst for such purpose. The purpose of this Agreement is (a) to effectuate the Specific Plan, in accordance with the terms and conditions set forth therein, through disposition of the City Property and development of the SchoolsFirst Headquarters Project upon the Development Parcels as further described in this Agreement, and (b) to provide for the sale and conveyance of the City Property, for maintenance and use of the City Property and certain related improvements by SchoolsFirst and for the construction of the Project by SchoolsFirst on the Development Parcels and certain adjacent land. All undertakings pursuant to this Agreement are for the purpose of development of the Project and not for speculation in land holding. 1.2.2 The "SchoolsFirst Headquarters Project" (also referred to herein as the "Project") consists of construction and occupancy by SchoolsFirst of an approximately 180,000 square foot, three story office building ("Office Building") housing the SchoolsFirst Headquarters to be constructed on the Headquarters Parcel, a four level parking structure containing approximately 920 parking spaces ("Parking Structure") to be constructed on the Tustin - SchoolsFirst - DDA - 5-28-19 2 City of Tustin / SchoolsFirst FINAL Federal Credit Union Parking Parcel and a separate 5,000 square foot building for limited retail purposes comprised of a retail branch for SchoolsFirst Members to be constructed on the Headquarters Parcel ("Credit Union Branch Building"), and accompanying Improvements, including infrastructure and amenities, all as further described in Attachment 6 (Scope of Development). The Parties intend that the Project will function as the SchoolsFirst Headquarters and have prominent visibility from the 55 Freeway. For avoidance of doubt, the Credit Union Branch Building shall be part of the definition of "Project", but construction of the Credit Union Branch Building shall not be required as a condition to issuance of a Certificate of Compliance or included in the Preliminary Tenant Improvements Budget or the Tenant Improvements Budget. 1.2.3 The "Improvements" are the physical facilities to be constructed as part of the SchoolsFirst Headquarters Project on the Development Parcels, the SchoolsFirst Parcel and adjoining areas owned by the City andconsist of (a) the buildings, structures, and improvements comprising the Office Building, the Parking Structure, and the Credit Union Branch Building, and (b) all on and off-site landscaping, infrastructure improvements and utilities required to be constructed or installed on or in connection with the development of the Project on the Development Parcels, including (i) all public and private streets, roadways, drives, alleyways, sidewalks, medians, landscaping and parking lots and (ii) all utilities required for the SchoolsFirst campus upon the Development Parcels and the SchoolsFirst Parcel, to the boundary of each building, structure or other improvement requiring such utility access, all as further described in the Scope of Development, and for avoidance of doubt includes the Public Benefit Improvements as defined in the DA. The Improvements shall be designed and constructed in a manner consistent with the Specific Plan, the Redevelopment Plan for the South Central Redevelopment Project Area ("RDA Plan'), the .Approved Project Plans, the Entitlements and all applicable Governmental Requirements. 1.2.4 The disposition of the City Property, the development and Completion of the Project pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of the citizens of the City and the health, safety, and welfare of its residents, and are in accord with the public purposes and provisions of applicable federal, state, and local laws and requirements. 1.3 Description of City Property. 1.3.1 The City Property. As of the Effective Date, the City is the owner of the City Parcel. It is the intent of the Parties upon satisfaction of the conditions to Close of Escrow set forth below that the City convey to SchoolsFirst fee title to the City Parcel pursuant to Quitclaim Deed as further described below. The City Parcel, excluding therefrom the exclusions described in Section 1.3.2, is referred to herein as the "City Property". 1.3.2 Exclusions from the Definition of City Property. The term "City Property" shall exclude the following rights and interest which shall be explicitly reserved to the City: (a) Any and all oil, oil rights, minerals, mineral rights, natural gas, natural gas rights and other hydrocarbons by whatsoever name known, geothermal steam and all Tustin - SchoolsFirst - DDA - 5-28-19 3 City of Tustin / SchoolsFirst FINAL Federal Credit Union products derived from any of the foregoing, that may be within or under the City Parcel together with the perpetual right of drilling, mining, exploring for and storing in and removing the same from the City Parcel or any other land, including the right to whipstock or directionally drill and mine from lands other than the City Parcel, oil or gas wells, tunnels and shafts into, through or across the subsurface of the City Parcel and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to re -drill, re -tunnel, equip, maintain, repair, deepen and operate any such well or mines; but without, however, the right to enter upon or use the surface of the City Parcel in the exercise of such rights or otherwise adversely affect the use or operation of the City Parcel as anticipated by this Agreement or the structural integrity of any improvements on the City Parcel; and (b) Any and all water, water rights or interests therein appurtenant or relating to the City Parcel or owned or used by the City in connection with or with respect to the City Parcel no matter how acquired by the City, whether such water rights shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated, statutory or contractual, together with the perpetual right and power to explore, drill, re -drill and remove the same from or in the City Parcel, to store the same beneath the surface of the City Parcel and to divert or otherwise utilize such water, rights or interests on any other property owned or leased by the City; but without, however, the right to enter upon or use the surface of the City Parcel in the exercise of such rights or otherwise adversely affect the use or operation of the City Parcel as anticipated by this Agreement or the structural integrity of any improvements on the City Parcel; and (c) the reservation by the City of the rights and interests in Sections 1.3.2(a) and (b shall not be deemed to limit SchoolsFirst's right to drive piles, construct caissons, foundations, basements and other subsurface improvements for the purpose of constructing improvements on the City Parcel, and otherwise engage in subsurface construction activity in order to construct improvements on the City Parcel. 1.4 Parties to the Agreement. 1.4.1 Com. The City is a municipal corporation of the State of California. The term "City" as used in this Agreement shall mean the City of Tustin and each assignee or successor to the City's rights, powers and responsibilities. So long as no additional burden is imposed upon SchoolsFirst, the City Council shall have the right, in its sole discretion, to assign its rights and. obligations to any agency or instrumentality of the City in the future, including the Successor Agency to the Tustin Community Redevelopment Agency or the Tustin Financing Authority. The principal office of the City and mailing address. is 300 Centennial Way, Tustin, California 92780. 1.4.2 SchoolsFirst. The term "SchoolsFirst" as used in this Agreement is SchoolsFirst Federal Credit Union, a federally chartered credit union, which is SchoolsFirst as of the Effective Date, or, following Transfer of ownership pursuant to (a) a Transfer approved by the City pursuant to Article 2, or (b) a Transfer that does not require City approval under the terms of Article 2, to any assignee of or successor to SchoolsFirst's rights, powers and responsibilities permitted by this Agreement. The principal office of SchoolsFirst and mailing address is 2115 N. Broadway, Santa Ana, CA 92614. Tustin - SchoolsFirst - DDA - 5-28-19 4 City of Tustin 1 SchoolsFirst FINAL Federal Credit Union 1.4.3 Relationship of the Parties. It is hereby acknowledged that the relationship of the City to SchoolsFirst is neither that of a partnership nor that of a joint venture and that neither the City nor SchoolsFirst shall be deemed or construed for any purpose to be the agent of the other Party, and neither Party shall have the power or the authority to speak on behalf of the other Party or to bind the other Party to any contractual or other obligations. Prior to Close of Escrow, SchoolsFirst may only with respect to such City Property characterize itself to third parties as the prospective owner, developer and /or purchaser of the City Property. SchoolsFirst shall not at any time hold itself out to the City or to any other third party as an agent of the City, as applicable, and shall not, by any act or omission, mislead any third party into believing, or allow any third party to continue in the mistaken belief, that SchoolsFirst is an agent of the City or has the power or authority to bind the City to any contractual or other obligation. 1.5 Local Requirements Applicable to Agreement. This Agreement is subject to all Governmental Requirements, including the General Plan, the Specific Plan, the Tustin City Code and ordinances and the RDA Plan, with respect to the Projectyprovided, however, that the City acknowledges that, substantially concurrently with the execution of this Agreement, the Parties are entering into a Development Agreement (the "DA", and further defined in Attachment 1 hereto) relating to the Development Parcels and that any provisions of this Agreement requiring SchoolsFirst or the Development Parcels to comply with any Governmental Requirements imposed by the City relating to the Applicable Approvals or development of the Development Parcels shall be subject to the terms of the DA and in the event of any inconsistency between such Governmental Requirements and the DA, the Governmental Requirements to be imposed pursuant to the DA shall control 1.6 Not a Development Agreement. This Agreement is not a development agreement as provided in Government Code Section 65864 and, as further set forth in Section 8.3.3, is not a grant of any entitlement, permit, land use approval, or vested right in favor of SchoolsFirst, the Project or the Development Parcels or any portion thereof. The City shall use good faith efforts, within applicable legal constraints and consistent with applicable City policies, to take such actions as may be necessary or appropriate to effectuate and carry out this Agreement in a timely and commercially reasonable manner. 1.7 City Transaction Expenses. 1.7.1 City Costs Deposit. Pursuant to Section 4.3.3 of the ENA, SchoolsFirst has paid to the City a good faith deposit of Fifty Thousand Dollars ($50,000) (the "ENA Deposit"). The City has expended the ENA Deposit in full. SchoolsFirst and the City hereby agree that SchoolsFirst shall pay to the City an additional Twenty -Five Thousand Dollars ($25,000) ("City Costs Deposit") to reimburse the City for the City's costs incurred in connection with the drafting, negotiation, execution, implementation and/or termination of this Agreement, including City staff expenses, third party fees and costs incurred for legal counsel, financial, engineering and other consultants and any other expenditures required in connection with the drafting, negotiation, execution and implementation of the ENA and this Agreement or the termination thereof for the period commencing with execution of the ENA thorough conclusion of the transaction associated with Close of Escrow ("City Transaction Expenses"). The City Costs Deposit shall be deposited by the City in an account in a bank or trust company selected by the Tustin - SchoolsFirst - DDA - 5-28-19 5 City of Tustin / SchoolsFirst FINAL. Federal Credit Union City. If any interest is paid on such account, such interest shall accrue to any balances in the account for the benefit of SchoolsFirst and as additional security for SchoolsFirst's obligations hereunder. The City Costs Deposit has been and will continue to be expended by the City to cover the City's costs during the term of the ENA and this Agreement and the City Costs Deposit will be depleted accordingly. Following the Close of Escrow or earlier termination of this Agreement, the City shall be entitled to deduct from the City Costs Deposit the payment of all City Transaction Expenses incurred with respect to the transactions described by this Agreement, and any remaining City Costs Deposit shall be promptly returned by the City to SchoolsFirst. The City Costs Deposit is not applicable to the Purchase Price. 1.7.2 Payment of City Transaction Expenses. From and after the Effective Date, the City Costs Deposit may be used by the City to pay the City Transaction Expenses. City Transaction Expenses do not include: (a) any fees or deposits required of SchoolsFirst for processing entitlement applications (b) any fees or costs for complying with provisions of CEQA or its State CEQA implementing regulations; (c) any costs to review or approve any applications or submittals by SchoolsFirst to the City in connection with the Project; (d) any review, approval, or negotiation of any Mortgages or subordination agreements; (e) any amendments to this Agreement; or (f) any other matters in this Agreement that expressly require SchoolsFirst to pay, at its sole cost, for the expenses in connection with such matters. The obligation of SchoolsFirst to pay for certain City Transaction Expenses shall not diminish or restrict SchoolsFirst's obligation to pay for any of costs in the preceding sentence. Determination of costs, expenses, and fees constituting City Transaction Expenses shall be made by the City in its sole discretion and SchoolsFirst shall upon request be entitled to receive summary notices from the City setting forth amounts constituting City Transaction Expenses to be retained by the .City. 1.8 Recording of Memorandum of this Agreement. Immediately following the execution and delivery of this Agreement and the Purchase Price Deposit, the Parties shall cause to be Recorded against the Development Parcels a memorandum of this Agreement in substantially the form and substance of the "Memorandum of DDA" attached hereto as Attachment 8. The provisions of this Agreement shall run with the Development Parcels for the benefit of the City and SchoolsFirst and each Successor Owner and any Person claiming by, through or under the City, SchoolsFirst or any Successor Owner as further described below. 1.9 Definitions. Initially capitalized terms used in this Agreement and not otherwise defined in the text of this Agreement or in the Attachments shall have the meanings set forth in Attachment 1. 2. Prohibition Against Transfers and Transfers of Control. Until Recordation of the Certificate of Compliance, any purported Transfer that does not comply with the requirements of this Article 2 or that is made in a manner or with the effect or intent to circumvent the restrictions on Transfers and Transfers of Control set forth in this Agreement shall, at the election of the City, be null and void and such Transfer shall be a Material Default under this Agreement as of the date of the Transfer by the violating party, which date shall not be extended by Force Majeure Delay. 2.1 Importance of SchoolsFirst Qualifications. SchoolsFirst represents and agrees that its undertakings pursuant to this Agreement are for the purpose of development of the Project Tustin - SchoolsFirst - DDA - 5-28-19 6 City of Tustin / SchoolsFirst FINAL Federal Credit Union and not for speculation in land holding. SchoolsFirst further recognizes that the qualifications and identity of SchoolsFirst are of particular concern to the City and community in light of the fact that SchoolsFirst has the financial capacity to acquire the City Property and construct the Project without encumbering the Project or any portion thereof with a Mortgage, as well as the following: (a) The importance of the development of the Development Parcels and the Project to the general welfare of the community; (b) The fact that a Change in Ownership of SchoolsFirst or of its members, or any other act or transaction involving or resulting in a significant Change in Ownership of SchoolsFirst or the degree of control thereof as described in the remainder of this Article 2 is for practical purposes a transfer of rights and obligations under this Agreement and/or a transfer or disposition of all or a portion of the City Property then owned by SchoolsFirst. (c) That it is because of the qualifications and identity of SchoolsFirst and its Key Employees and its commitment to move its headquarters to the Development Parcels and develop the SchoolsFirst Headquarters Project thereon in accordance with the terms of this Agreement, and to increase its workforce in the City, that the City is entering into the Agreement with SchoolsFirst. 2.2 Transfers and Transfers of Control. 2.2.1 Restrictions on Transfers. For the reasons set forth in Section 2.1, SchoolsFirst, on behalf of itself and all Successor Owners and each Person claiming by, through, or under SchoolsFirst or any Successor Owner, acknowledges and agrees that until Recordation of the Certificate of Compliance, the following restrictions shall apply to each Transfer of SchoolsFirst's interests in this Agreement, all or any portion of the Development Parcels, the Improvements thereon or any portions thereof, and to each Transfer of Control : (a) Except as set forth in this Section 2.2, no Person shall acquire any rights or powers under this Agreement prior to the Recordation of a Certificate of Compliance; (b) No Transfer, including Transfer of Control, shall be valid or have any force or effect unless the City shall have provided its prior written consent thereto as set forth in this Agreement; (c) No Transfer to a Mortgagee shall be valid or enforceable with respect to the Development Parcels unless approved by the City in its sole discretion. In connection with exercising its discretion to approve or not approve a proposed Mortgage, the City may require such information and impose such requirements as the City may see fit in its sole discretion. (d) Any encumbrance in violation of this Article 2 shall be a prohibited Transfer and a Material Default by SchoolsFirst. Until Recordation of the Certificate of Compliance, the Development Parcels shall continue to be subject to this Agreement and each Transferee, Successor Owner, and all Persons claiming by, through, or under SchoolsFirst or such Transferee or Successor Owner, shall be deemed to have assumed and shall be obligated to comply with all covenants, conditions, restrictions, and obligations of SchoolsFirst under the terms of this Agreement unless otherwise set forth herein. Tustin - SchoolsFirst - DDA - 5-28-19 7 City of Tustin / SchoolsFirst FINAL Federal Credit Union 2.2.2 Process for Transfers. Prior, and as a condition precedent for the benefit of the City, to any Transfer (including Transfer of Control): (a) Until Recordation of the Certificate of Compliance, SchoolsFirst shall have provided to the City at least twenty (20) Business Days prior to the date of any proposed Transfer: (i) the name of the proposed Transferee; (ii) all of the material proposed terms of the Transfer; (iii) current audited financial statements of the proposed Transferee (or financial statements certified by an officer of the proposed Transferee; if the proposed Transferee does not have audited financial statements); (iv) the names of all Persons who own, directly or indirectly, a five percent (5%) or more interest in the proposed Transferee; (v) an officer's certificate describing other real estate projects developed by, leased by, or sold by the proposed Transferee in California over the preceding five (5) year period, and the dates of involvement by the proposed Transferee with such projects and the success of the projects, made by the manager, president or other person with appropriate authority from the proposed Transferee to do so; (vi) all relevant instruments and other legal documents relating to future development, use or maintenance of the Development Parcels; and (vii) such other relevant information as the City may request in connection with its consent rights under this Agreement. (b) The City shall have approved the Transfer in its sole discretion; except that, notwithstanding anything to the contrary set forth in. this Section 2.2, SchoolsFirst may assign this Agreement to a SchoolsFirst Affiliate without the requirement of obtaining the City's prior written consent but any Transfer to a SchoolsFirst Affiliate shall be subject to all other requirements of this Section 2.2. The term "SchoolsFirst Affiliate" shall mean only a Credit Union Service Organization Controlled by SchoolsFirst. (c) The Transferee at the time of Transfer (after its acquisition of the Development Parcels, referred to herein as "Owner") shall (i) have expressly assumed for itself and its successors and assigns, and for the benefit of the City, by instrument in substantially the form and substance of the instrument attached hereto as Attachment 12, or otherwise as satisfactory to the City in its sole discretion, acknowledged and Recorded, all the rights and obligations of SchoolsFirst under this Agreement and the Other Agreements arising from and after the date of such Transfer as to the portion of the Development Parcels acquired by it; (ii) shall agree to be subject to all the conditions and restrictions to which SchoolsFirst is subject by reason of this Agreement and the Other Agreements, including provision of financial security as required by this Agreement; and (iii) shall demonstrate to the City that it meets the Minimum Liquidity Standards. (d) If Transferee does not meet the Minimum Liquidity Standards, then (i) as a condition to the Transfer the Transferee shall provide information to the City concerning its proposed Guarantor and the then -current Liquid Assets of the proposed Guarantor and the Liquid Assets anticipated at the time at which the Guaranty would be given to assure that the proposed Guarantor meets the Minimum Liquidity Standards (and City's review of such information prior to Close of Escrow shall not be deemed to be City's approval of Guarantor, which approval shall be provided, if at all, at and as a condition to the Close of Escrow); and (ii) if the Transfer will take place concurrently or following Close of Escrow, Transferee shall cause a Person meeting the Minimum Liquidity Standards and approved by the City in sole discretion as guarantor ("Guarantor") to provide (i) a written Guaranty to the City and (ii) a fully executed Tustin - SchoolsFirst - DDA - 5-28-19 8 City of Tustin / SchoolsFirst FINAL Federal Credit Union Guarantor Certificate in the form attached to this Agreement as Attachment 15 ("Guarantor Certificate"). If the City is not satisfied with the financial status of the proposed guarantor, then the City shall be entitled to obtain the financial information of other members and/or partners of the proposed Transferee (and their respective members, partners, shareholders and/or other owners at each tier until substantial assets acceptable to the City in its sole discretion are identified) and such other financial information as the City may request to demonstrate such proposed Guarantor's and Transferee's financial capacity and capability to perform its obligations under this Agreement. Notwithstanding the City's receipt of financial information of other members of the proposed Transferee (and their respective members, partners, shareholders and/or other owners, the City's approval of such Persons as additional Guarantors shall remain in the City's sole discretion. 2.2.3 Transfer to Mortgagee Prohibited. Prior to the Recordation of a Certificate of Compliance, SchoolsFirst shall not encumber the Development Parcels with any Mortgage nor transfer the Development Parcels or any portion thereof to a third party for purposes of a sale-leaseback transaction without the prior written consent of the City in its sole discretion; any encumbrance in violation of Article 2 of this Agreement shall be a prohibited Transfer and a Material Default by SchoolsFirst. 2.2.4 . Release of SchoolsFirst from Obligations under this Agreement. In the absence of (a) specific prior written agreement by the City, pursuant to which the City expressly releases SchoolsFirst, or (b) execution by the City and Recording of a Certificate of Compliance, no Transfer shall constitute a release of SchoolsFirst from any of its obligations under this Agreement; provided that with respect to a Transfer of the entirety of SchoolsFirst's then - remaining interest in the Project which includes written assumption by a Transferee approved by the City of the obligations set forth in this Agreement and the Other Agreements, the City's written consent to such Transfer shall release SchoolsFirst for matters occurring subsequent to the Transfer. Notwithstanding the foregoing, in no event shall SchoolsFirst be released from any obligation of SchoolsFirst under this Agreement, including pursuant to any indemnity or release, accruing during the period in which SchoolsFirst was a Party to this Agreement. 2.3 Additional Provisions Regarding SchoolsFirst. 2.3.1 SchoolsFirst Qualifications. SchoolsFirst represents and warrants to the City that (a) SchoolsFirst is a federally chartered credit union, and (b) SchoolsFirst is qualified to do business in the State of California. 2.3.2 SchoolsFirst Changes. Until Recordation of the Certificate of Compliance, SchoolsFirst shall promptly notify the City of any and all intended Transfers of Control and with respect thereto shall comply with the provisions of Article 2 of this Agreement governing Transfers, and shall promptly notify the City of all other changes whatsoever in (a) the identity of any party in control of SchoolsFirst or the degree thereof, or any changes to SchoolsFirst's organizational jurisdiction or structure, and (b) all other material information concerning SchoolsFirst and its associates related to the Project, of which SchoolsFirst or any of its partners have been notified or otherwise have knowledge or information. Tustin - SchoolsFirst - DDA - 5-28-19 9 City of Tustin / SchoolsFirst FINAL Federal Credit Union 2.3.3 Key Employees. SchoolsFirst represents and warrants that SchoolsFirst's key employees or representatives ("Key Employees") who will be directly involved in the development, so long as each is employed by SchoolsFirst, are as follows: Bill Cheney, President Francisco Nebot, Chief Financial Officer Christina Quintero, Manager — Vice President -Facilities Services The Smith Group, Project Architect 2.3.4 Assignment by Operation of Law. Neither this Agreement nor any interest therein shall be assignable by SchoolsFirst by operation of law. Any involuntary assignment or Transfer shall constitute a Material Default by SchoolsFirst which shall not be subject to extension for Force Majeure Delay. In such event, this Agreement shall not be treated as an asset of SchoolsFirst. The following is a nonexclusive list of acts which shall be considered an involuntary assignment or Transfer: (a) If SchoolsFirst is or becomes bankrupt or insolvent or if any involuntary proceeding is brought against SchoolsFirst (unless, in the case of a petition filed against SchoolsFirst, the same is dismissed within ninety (90) calendar days), or SchoolsFirst makes an assignment for the benefit of creditors, or institutes a proceeding under or otherwise seeks the protection of federal or State bankruptcy or insolvency laws, including the filing of a petition for voluntary Bankruptcy or instituting a proceeding for reorganization or arrangement; (b) If a writ of attachment or execution is levied on this Agreement or on any of the Development Parcels, or on any portion thereof, where such writ is not discharged within ninety (90) calendar days; or (c) If, in any proceeding or action in which SchoolsFirst is a party, a receiver is appointed with authority to take possession of any of the Development Parcels, or any portion thereof, where possession is not restored to SchoolsFirst within ninety (90) calendar days. 2.4 Remedies For Improper Transfers. In the event of (a) a failure by SchoolsFirst to comply with the requirements of Article 2 of this Agreement with respect to any Transfer, or (b) a failure of any Transferee to execute the assumption agreement required by Section 2.2, if applicable, the City shall have all remedies available to it at law and in equity, including those specified in this Agreement. 3. Representations and Warranties. 3.1 SchoolsFirst Representations and Warranties. As an inducement to the City to enter into this Agreement and to perform its obligations hereunder, SchoolsFirst represents and warrants to the City as follows: 3.1.1 SchoolsFirst in conjunction with its retained consultants has the necessary expertise, experience, qualifications and legal status necessary to perform as SchoolsFirst pursuant to this Agreement and to construct and Complete the Project, and, without limiting the foregoing, SchoolsFirst, with its retained consultants, is experienced in the development, management, and leasing ofprojects of the size and type described in this Agreement Tustin - SchoolsFirst - DDA - 5-28-19 10 City of Tustin / SchoolsFirst FINAL Federal Credit Union and understands the process and requirements associated with projects such as the Project described herein. 3.1.2 SchoolsFirst's acquisition of the City Property, development of the Project and its other undertakings pursuant to this Agreement are for the purpose of timely development of the Development Parcels in accordance with the Schedule of Performance attached to this Agreement and not for speculation or land holding. 3.1.3 SchoolsFirst is a federally chartered credit union duly formed, qualified, and validly existing and in compliance with any and all applicable governmental laws, rules and regulations under federal law and the laws of the State of California and is duly qualified to do business in each other jurisdiction where the operation of its business or its ownership of property or the performance of SchoolsFirst's obligations under this Agreement make such qualification necessary. 3.1.4 SchoolsFirst has all requisite power and authority required to enter into this Agreement and the other instruments and documents referenced in this Agreement, subject to any conditions set forth in this Agreement for the benefit of SchoolsFirst, to consummate the transactions contemplated hereby and thereby, to take any steps contemplated thereby or hereby, and to perform its obligations hereunder and thereunder. No consent of any Person is required in connection with any of the foregoing. 3.1.5 All currently required action has been taken by SchoolsFirst and, subject to all conditions set forth in this Agreement for the benefit of SchoolsFirst, SchoolsFirst has obtained all required consents in connection with entering into this Agreement and the instruments and documents referenced in this Agreement to which SchoolsFirst is or shall be a party and the consummation of the transactions contemplated hereby. 3.1.6 The individuals executing this Agreement and the other instruments and documents referenced in this Agreement on behalf of SchoolsFirst have the legal power, right and actual authority to bind SchoolsFirst to the terms and conditions hereof and thereof. 3.1.7 This Agreement is duly authorized, executed and delivered by SchoolsFirst and all documents required in this Agreement to be executed by SchoolsFirst pursuant to this Agreement shall be, at such time as they are required to be executed by SchoolsFirst, duly authorized, executed and delivered by SchoolsFirst and are or shall be, at such time as the same are required to be executed hereunder, valid, legally binding obligations of and enforceable against SchoolsFirst in accordance with their terms. SchoolsFirst has duly authorized, executed and delivered any and all other agreements and documents required to be executed and delivered in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. 3.1.8 Neither the execution or delivery of this Agreement or the documents referenced in this Agreement, nor the incurring of the obligations set forth in this Agreement, and the documents referenced in this Agreement, nor the consummation of the transactions in this Agreement contemplated, nor compliance with the terms of this Agreement and the documents Tustin - SchoolsFirst - DDA - 5-28-19 11 City of Tustin / SchoolsFirst FINAL Federal Credit Union referenced in this Agreement, will violate any provision of law, any order of any court or other government entity or conflict with or result in the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan partnership agreement, lease or other agreements or instruments to which SchoolsFirst or any of its members are a party or which affect any of the Development Parcels. 3.1.9 No attachments, execution proceedings, assignments of benefit to creditors, Bankruptcy, reorganization or other proceedings are pending or, to the best of SchoolsFirst's knowledge, threatened against SchoolsFirst. 3.1.10 SchoolsFirst is relying solely upon its own inspections and investigations in proceeding with this Agreement and the transactions contemplated hereby, and except as set forth in Section 3.3, SchoolsFirst is not relying on the accuracy or reliability of any information provided to it by the City, on any oral or written representation or on the non- disclosure of any facts or conclusions of law made by the City, or any of its elected and appointed officials, officials, employees, agents, attorneys or representatives made in connection with this Agreement. In making such investigation and assessment, SchoolsFirst has been provided access to any persons, records or other sources of information which it has deemed appropriate to review and it has thereafter completed such investigation and assessment. 3.1.11 SchoolsFirst acknowledges that the City has not made and will not make. any representations or warranties concerning compliance or non-compliance of any of the City Parcel, the City Property or any portion thereof with Environmental Laws or the existence or non-existence of Hazardous Materials in relation to the City Parcel, the City Property or any portion thereof or otherwise. 3.1.12 There are no adverse conditions or circumstances, no pending or, to the best of SchoolsFirst's knowledge, threatened litigation, no governmental action, nor any other condition which could prevent or materially impair SchoolsFirst's ability to develop the Project as contemplated by the terms of this Agreement. 3.1.13 SchoolsFirst has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement, other than the normal cost of conducting business and cost of professional services such as architects, engineers, attorneys and real estate brokers. 3.1.14 All reports, documents, instruments, information and forms of evidence delivered by SchoolsFirst to the City concerning or related to this Agreement and the transactions contemplated hereby are, to the best of SchoolsFirst's knowledge, accurate, correct and sufficiently complete at the time of submission to give the City true and accurate knowledge of the subject matter, and do not contain any misrepresentation or omission. 3.1.15 As of the Close of Escrow, SchoolsFirst will have the equity capital and bonding capacity required for Completion of the Development and, as of the Close of Escrow, SchoolsFirst shall have delivered to the City evidence of equity as required by Section 4.6.2(a), to Tustin - SchoolsFirst - DDA - 5-28-19 12 , City of Tustin / SchoolsFirst FINAL Federal Credit Union (a) pay through Completion, all costs of development of the Project and the construction, marketing and sale or lease of all the Improvements as further described in the Scope of Development, and (b) enable SchoolsFirst to perform and satisfy all the covenants of SchoolsFirst contained in this Agreement. 3.1.16 SchoolsFirst does not have any contingent obligations or any other contracts the performance or nonperformance of which could affect the ability of SchoolsFirst to carry out its obligations hereunder. SchoolsFirst has not and shall not undertake such additional projects as could reasonably be expected to jeopardize the sufficiency of such equity, capital and firm and binding commitments for the purposes expressed in Section 3.1.15 and in the preceding sentence. 3.1.17 There are no legal proceedings either pending or, to the best of SchoolsFirst's knowledge, threatened, to which SchoolsFirst is or may be made a party, or to which any of SchoolsFirst's property, or the Development Parcels, is or may become subject, which has not been fully disclosed in the documents submitted to the City and which could materially affect the ability of SchoolsFirst to carry out its obligations hereunder. SchoolsFirst's representations and warranties set forth in this Section 3.1 shall be deemed to be restated at the Close of Escrow, and shall survive the Close of Escrow and the termination of this Agreement and shall not be merged with the Quitclaim Deed. In addition, each representation and warranty in this Section 3.1 is deemed to be an ongoing representation and warranty during the term of this Agreement and shall not be merged with the Quitclaim Deed. As used in this Section 3.1, "to the best of SchoolsFirst's knowledge" means any knowledge of the Key Employees after conducting commercially reasonable inquiry. 3.2 SchoolsFirst Covenants Regarding Representations and Warranties. SchoolsFirst shall promptly advise the City in writing if there is any material change pertaining to any matters set forth or referenced in Section 3.1 or if SchoolsFirst becomes aware of any representation or warranty in Section 3.1 being or becoming untrue in any material respect. 3.3 City Representations and Warranties. As an inducement to SchoolsFirst to enter into this Agreement and perform its obligations hereunder, the City represents and warrants to SchoolsFirst as follows: 3.3.1 The City is a municipal corporation incorporated within and existing pursuant to the laws of the State of California. 3.3.2 The City has all requisite power and authority required to enter into this Agreement, and subject to all conditions set forth in this Agreement for the benefit of the City and the instruments referenced in this Agreement, to consummate the transactions contemplated and to take appropriate steps contemplated in this Agreement, and to perform its obligations under this Agreement. No consent of any additional individual, official, board, division, judicial or administrative body, authority, or other party is required in connection with any of the foregoing. Tustin - SchoolsFirst - DDA - 5-28-19 13 City of Tustin / SchoolsFirst FINAL Federal Credit Union 3.3.3 All currently required action has been taken by the City and, subject to all conditions set forth in this Agreement for the benefit of the City, the City has obtained all required consents in connection with entering into this Agreement and the consummation of the transactions contemplated hereby. 3.3.4 The individual executing this Agreement and the instruments referenced in this Agreement on behalf of the City has the legal power, right, and actual authority to bind the City to the terms and conditions of this Agreement. 3.3.5 There are no legal proceedings either pending or, to the best of the City Attorney's knowledge (without inquiry) threatened, to which the City is or may be made a party, or to which any of the City's property, including the City Parcel or the City Property, is or may become subject, which has not been fully disclosed in the documents submitted to SchoolsFirst and which could reasonably affect the ability of the City to carry out its obligations hereunder. 3.3.6 The Development Parcels are located within the boundaries of the Specific Plan for which a Program EIR was certified on December 17, 1990 (Resolution 90-150) and a Supplemental EIR was certified on May 5, 2003 (Resolution 03-63) and under the Specific Plan is zoned Planned Community. 3.3.7 This Agreement is duly authorized, executed, and delivered by the City and all documents required herein to be executed by the City pursuant to this Agreement shall be, at such time as they are required to be executed by the City, duly authorized, executed, and delivered by the City and are or shall be, at such time as the same are required to be executed hereunder, valid, legally binding obligations and enforceable by and against the City in accordance with their terms. The City's representations and warranties set forth in this Section 3.3 shall be deemed to be restated at Close of Escrow as to transactions and documents related to such closing, and as so restated shall survive Close of Escrow and the termination of this Agreement and. shall not be merged with the Quitclaim Deed_ 4. Conveyance of Property from City to SchoolsFirst. 4.1 Conveyances. The Parties therefore agree that the conveyance of the City Property shall be carried out pursuant to the terms of Article 7. At the Close of Escrow, the City shall cause the Special Restrictions to be Recorded and thereafter shall convey to SchoolsFirst by Quitclaim Deed fee title to the City Property. 4.2 Purchase Price. As consideration for the sale of the City Property by the City to SchoolsFirst at the Close of Escrow, SchoolsFirst shall pay to the City as the purchase price a total Purchase Price of Two Million Nine Hundred Thirty -Two Thousand Dollars ($2,932,000) (the "Purchase Price") as further described in Section 4.3 and Article 7, which amount was determined pursuant to appraisal carried out by the Parties to be the fair market value of the City Property. Tustin - SchoolsFirst - DDA - 5-28-19 14 City of Tustin / SchoolsFirst FINAL Federal Credit Union 4.3 Payment of Purchase Price. The Purchase Price for the City Property shall be payable by SchoolsFirst to the City as follows: (a) Purchase Price Deposit. An earnest money deposit ("Purchase Price Deposit") of Two Hundred Ninety -Five Thousand Dollars ($295,000) shall be delivered by SchoolsFirst to Escrow Holder within five (5) Business Days following the delivery by City to Escrow Holder of three (3) fully executed original copies of this Agreement. The Purchase Price Deposit shall be credited against the Purchase Price at Close of Escrow. Unless SchoolsFirst has timely provided a Diligence Termination Notice in accordance with Sections 5.1, 6.2 or 6_3, the Purchase Price Deposit shall be nonrefundable (except as otherwise expressly provided in Sections 4.6.8 or 8.5.6 or Article 14 and shall be liquidated damages to the City as further set forth in Section 14.2. (b) Payment of the Balance of the Purchase Price. No later than one (1) Business Day prior to the Close of Escrow, SchoolsFirst shall deposit with Escrow Holder an amount (the "SchoolsFirst Closing Payment") which shall, be equal to: (i) the Purchase Price less the Purchase Price Deposit, plus (ii) such additional amount as is necessary to cover all closing costs and/or prorations to be paid by SchoolsFirst pursuant to Sections 7.4.1 and 7.4.4 as adjusted for any net credits or debits to the City for closing costs and/or prorations in accordance with Sections 7.4.1 and 7.4.4. (c) Payments in Immediately Available Funds. Funds delivered to the City or Escrow Holder under this Agreement shall be in the form of cash, wire transfer (to such account as the City or Escrow Holder notifies SchoolsFirst in writing), or by cashier's check drawn on good and sufficient funds on a federally chartered bank in the State of California and made payable to the order of the City or Escrow Holder, as the case may be. 4.4 Escrow and Joint Escrow Instructions. For purposes of this Agreement, the "Opening of Escrow" shall be the date on which the last of each of the following has occurred: (a) City has delivered to Escrow Holder three (3) fully executed originals of this Agreement signed by SchoolsFirst and City and (b) SchoolsFirst has delivered (i) to Escrow Holder, the full amount of the Purchase Price Deposit in accordance with Section 4.3 and (ii) to the City (1) the City Costs Deposit in the amount of Twenty Five Thousand Dollars ($25,000) in accordance with Section 1.7.1, (2) the insurance binders required by Section 4.6.6, and (3) the certifications required by Section 4.6.7. If SchoolsFirst fails to deliver any one of the items listed in clauses (b)(ii)(1), (2) or3) above within five (5) Business Days after the date upon which Escrow Holder delivers email notice to all of the following individuals (at the email address specified in this section or in Section 16.6): Francisco Nebot, Christina Quintero, Jeffrey P. Walsworth, Gregory P. Powers (GPowers@jacksontidus.law), Jerry Craig (JCraig@tustinca.org), John Buchanan (JBuchanan@tustinca.org), Kenneth Piguee (KPiguee@tustinca.org), David E. Kendig, and Amy E. Freilich (amy@agd-landuse.com), specifying that the City has delivered the executed originals of this Agreement to Escrow Holder, the Opening of Escrow shall not occur, this Agreement shall automatically terminate, Escrow Holder shall promptly return to the City and SchoolsFirst any documents or funds delivered in connection with the Opening of Escrow and SchoolsFirst shall pay all Escrow Holder fees and charges, if any. Upon receipt by Escrow Holder of the fully executed originals of this Agreement, written acceptance of this Agreement by Escrow Holder and timely satisfaction by SchoolsFirst of the conditions set forth in clause b above, this Tustin - SchoolsFirst - DDA - 5-28-19 15 City of Tustin / SchoolsFirst FINAL Federal Credit Union Agreement shall constitute the joint escrow instructions of SchoolsFirst and the City to Escrow Holder to open an escrow ("Escrow") and thereupon, Escrow Holder is authorized to act in accordance with the terms of this Agreement. SchoolsFirst and the City shall execute Escrow Holder's general escrow instructions upon request, with such modifications thereto as SchoolsFirst and the City may reasonably require; provided, however, that if there is any conflict or inconsistency between such general escrow instructions and this Agreement, this Agreement shall control. Escrow Holder shall not prepare any further escrow instruction restating or amending this Agreement unless specifically so instructed by the City and SchoolsFirst in writing. Any supplemental escrow instructions must be in writing and signed by the City and SchoolsFirst. and accepted by the Escrow Holder to be effective. 4.5 Property Conveyed "As -Is;" Release. 4.5.1 Investigation. (a) SchoolsFirst shall have the right to conduct SchoolsFirst's own investigation of the City Property pursuant to Section 5.1. If SchoolsFirst proceeds to the Close of Escrow, SchoolsFirst represents and warrants to the City that SchoolsFirst will have satisfied itself that it has determined that all matters related to the City Property, the Special Restrictions, the Other Agreements and the Project are acceptable to SchoolsFirst, including without limitation, the state of title (including easements, covenants, conditions and/or restrictions affecting the City Property, if any), the physical condition thereof, the physical condition of structures, if any, located upon the City Property and, as applicable, the accessibility and location of utilities, and all mechanical, plumbing, sewage, and electrical systems located therein, suitability of soils, environmental and other investigations regarding the City Property. SchoolsFirst has reviewed with respect to all matters all items that in SchoolsFirst's sole judgment affect or influence SchoolsFirst's purchase and use of the City Property and SchoolsFirst's willingness to consummate the transactions described by this Agreement. (b) SchoolsFirst acknowledges and agrees that, as of the Close of Escrow: (i) Its determination to enter into this Agreement constitutes SchoolsFirst's agreement that SchoolsFirst, in consummating the transactions described. in this Agreement: (1) has been given the opportunity to inspect the City Property and to review the information and documentation affecting the City Property including the environmental condition of the City Property, and is relying solely on its own investigation of the City Property, including such investigation prior to execution of this Agreement, and review of such information and documentation in determining the physical, economic and legal condition of the City Property, and not on any information provided or to be provided by the City or the agents of the City, (2) has performed its own assessment of the City Property, including the environmental condition of the City Property, the presence of Hazardous Tustin - SchoolsFirst - DDA - 5-28-19 16 City of Tustin / SchoolsFirst FINAL Federal Credit Union Materials on the City Property, the suitability of the soil for improvements to be constructed, the implications of land use restrictions on the development plan for the Project, the Development Parcels and the City Property and the consequences of any subsequently discovered contamination on or adjacent to the City Property, and (3) has been provided with access to all information in the possession of the City which it has requested. (ii) Information provided to SchoolsFirst by or on behalf of the City with respect to the City Property was obtained from a variety of sources and that the City has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information; and SchoolsFirst is satisfied with the nature and extent of its permissible investigation of the physical condition and other matters relating to the City Property and the Development Parcels and is willing to consummate the transactions described by this Agreement. 4.5.2 AS -IS; WHERE -IS. (a) No Representations or Warranties. SchoolsFirst recognizes that the City would not sell the City Property except on an "AS IS, WHERE IS, WITH ALL FAULTS" basis, and SchoolsFirst acknowledges that the City has made no representations or warranties of any kind. whatsoever (excepting only representations of the City expressly set forth in this Agreement), either express or implied in connection with any matters with respect to the City Property or any portion thereof. SchoolsFirst's determination to enter into this Agreement constitutes SchoolsFirst's agreement that SchoolsFirst, in consummating the transactions described in this Agreement, is buying the City Property in an "AS IS, WHERE IS, WITH ALL FAULTS" condition, in its present state and condition and with all faults, if any. SchoolsFirst further acknowledges and agrees that, except as otherwise specifically provided in Section 3.3, 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 the City or any of its agents, elected or appointed officials, representatives or employees, of concerning or with respect to: (i) the value of the City Property or the income to be derived from the City Property; (ii) the existence or nonexistence of any liens, easements, covenants, conditions, restrictions, Claims or encumbrances affecting the City Property; (iii) the suitability of the City Property for any and all future development, uses and activities which SchoolsFirst may conduct thereon, including the development of the Project described in this Agreement; (iv) except as set forth in Section 8. 10, the ability of the City or any third party to complete, or likelihood of the completion of, any of the improvements and Tustin - SchoolsFirst - DDA - 5-28-19 17 City of Tustin / SchoolsFirst FINAL Federal Credit Union infrastructure described by the General Plan, the Specific Plan or any other plan or policy of the City or any other Governmental Authority; (v) the compliance with or enforcement by the City or any third party of the General Plan, the Specific Plan, or any other agreement or governmental restriction or plan affecting the City Property or the remaining Development Parcels by the City or any third Party (vi) the habitability, merchantability or fitness for a particular purpose of the City Property; (vii) the manner, quality, state of repair or lack of repair of the City Property; (viii) the nature, quality or condition of the City Property including water, soil and geology; (ix) the compliance of or by the City Property and/or its operation in accordance with any Govermnental Requirement, including CEQA and the Americans with Disabilities Act of 1990; (x) the manner or quality of the construction or materials, if any, incorporated into the City Property; (xi) the presence or absence of Hazardous Materials, including asbestos or lead paint at, on, under, or adjacent to the City Property; (xii) the content, completeness or accuracy of the information, documentation, studies, reports, surveys and other materials, delivered to SchoolsFirst in connection with the review of the City Property and the transactions contemplated in this Agreement; (xiii) the conformity of the existing improvements on the City Property, if any, to any plans or specifications for the City Property; (xiv) compliance of the City Property with past, current or future Governmental Requirements relating to zoning, subdivision, planning, building, fire, safety, health or environmental matters and/or covenants, conditions, restrictions or deed restrictions; (xv) the deficiency of any undershoring or of any drainage; (xvi) the condition of any adjoining land owned by the City, including any property and improvements covered by the Landscape Installation and Maintenance Agreement; (xvii) the fact that all or a portion of the City Property may be located on or near an earthquake fault line or falls within an earthquake fault zone established Tustin - SchoolsFirst - DDA - 5-28-19 18 City of Tustin / SchoolsFirst FINAL Federal Credit Union under the Alquist-Priolo Earthquake Zone Act, California Public Resources Code Sections 262 1- 2630 or within a seismic hazard zone established under the Seismic Hazards Mapping Act, California Public Resources Code, Sections 2690-2699.6 and Sections 3720-3725; (xviii) the existence or lack of vested land use, zoning or building entitlements affecting the City Property; and (xix) with respect to any other matters. (b) Environmental_ Condition of the City Property. SchoolsFirst acknowledges and agrees that the City makes no representation or warranty as to the environmental condition of the City Property or any portion thereof, or of the adequacy or accuracy of any environmental report that has been rendered. (c) No Unauthorized Representations. No Person acting on behalf of the City is authorized to make, and by execution hereof; SchoolsFirst acknowledges that no Person has made, any representation, agreement, statement, warranty, guarantee or promise regarding the City Property, the Project or the transactions contemplated in this Agreement or the past, present or future zoning, land use entitlements, construction, physical condition, presence or extent of Hazardous Materials or other status of the City Property except as may be expressly set forth in this Agreement. No representation, warranty, agreement, statement, guarantee or promise, if any, made by any person acting on behalf of the City that is not contained. in Agreement will be valid or binding on the City. 4.5.3 Release. Save and except for the explicit representations, and warranties of the City set forth in Section 3.3 and as set forth in this Section 4.5.3, SchoolsFirst, on behalf of itself and each Successor Owner and every Person claiming by, through or under SchoolsFirst or any Successor Owner (each a "Releasing Party"), hereby waives, as of the Effective Date, and agrees to waive, as of the Close of Escrow, the right of each Releasing Party to recover from, and fully and irrevocably releases, the City and its elected and appointed officials, employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns (individually, a "Released Party", and collectively, the "Released Parties") from any and all Claims that SchoolsFirst or any Releasing Party may now have or hereafter suffer or acquire arising from or related to: (a) any information or documentation supplied by any of the Released Parties ("Due Diligence Information"); (b) any condition of the City Property or any current or future improvement thereon, known or unknown by any Releasing Party or any Released Party; (c) any construction defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, as well as economic and legal conditions on or affecting the City Property, or any portion thereof; (d) the existence, Release, threatened Release, presence, storage, treatment, transportation or disposal of any Hazardous Materials at any time on, in, under, from, about or adjacent to the City Property or any current or future improvement thereon or any portion thereof; (e) Claims of or acts or omission to act of any Govermnental Authority or any other third party arising from or related to any actual, threatened, or suspected Release of a Hazardous Material on, in, under, from, about, or adjacent to the City Property or any current or future improvement thereon, including any Investigation or Remediation at or about the City Property or any current or future improvement thereon; (f) the cost or extent of the infrastructure work required to Tustin - SchoolsFirst - DDA - 5-28-19 19 City of Tustin / SchoolsFirst FINAL Federal Credit Union Complete the Improvements; (g) school related development fees; and/or (h) any restriction on access to the City Property for pre-acquisition inspection; provided, however, that the foregoing release by the Releasing Parties shall not apply (i) to the extent that any Claim is the result of the sole active negligence, willful misconduct or fraud of the City or its elected and appointed officials, employees, representatives, agents or consultants arising after the Close of Escrow, or (ii) to any Claims resulting or arising from or in any way connected with the City's exercise of the reserved rights and interests set forth in Section 1.3.2. This release includes Claims of which SchoolsFirst is presently unaware or which SchoolsFirst does not presently suspect to exist which, if known by SchoolsFirst, would materially affect SchoolsFirst's release to the Released Parties. SchoolsFirst specifically waives the provision of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." In this connection and to the extent permitted by law, SchoolsFirst on behalf of itself, and the other Releasing Parties hereby agrees, represents and warrants, which representation and warranty shall survive the Close of Escrow and the termination of this Agreement and shall not be merged with the Quitclaim Deed, that (x) it realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims or controversies which are presently unknown, unanticipated and unsuspected, (y) the waivers and releases in this Section 4.5.3 have been negotiated and agreed upon in light of that realization and (z) SchoolsFirst, on behalf of itself and the other Releasing Parties, nevertheless hereby intends to release, discharge and acquit the Released Parties from any such unknown Claims and controversies which might in any way be included as a material portion of the consideration given to the City by SchoolsFirst in exchange for the City's performance hereunder. BY INITIALING BELOW, SCHOOLSFIRST ACKNOWLEDGES THAT (1) IT HAS READ AND FULLY UNDERSTANDS THE PROVISIONS OF THIS SECTION; (2) IT HAS HAD THE CHANCE TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE; 4ND (3) IT HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN HIS SECTION. CITY'S INITIALS SUHOOLSFIRST'S This release shall run with the land for the benefit of the City, and each Successor Owner owning all or any portion of such land and from and after the acquisition thereof by SchoolsFirst, burdening the Development Parcels and the Successor Owners thereof owning all or any portion of such land and all Persons claiming by, through or under SchoolsFirst or any Tustin - SchoolsFirst - DDA - 5-28-19 20 City of Tustin / SchoolsFirst FINAL Federal. Credit Union Successor Owner and, to further evidence its effectiveness with respect to Successor Owners, shall be included in its entirety in Special Restrictions. The provisions of this Section 4.5.3 shall survive the Close of Escrow and the termination of this Agreement and shall not be merged with the Quitclaim Deed. 4.6 Conditions Precedent to the City Disposition. The conditions set forth in Sections 4.6.1 through 4_6.7 shall be conditions precedent for the benefit of the City with respect to the Close of Escrow, and shall be satisfied by SchoolsFirst not later than the times specified for such conditions in the Schedule of Performance. Only the City has the right to waive any of the conditions in this Section 4.6. 4.6.1 Financing Plan. As of the Effective Date, SchoolsFirst has provided the City with the proforma setting forth SchoolsFirst's current estimate of costs for development of the Project which includes a Preliminary Tenant Improvements Budget for the tenant improvements for the Office Building, including the Minimum Tenant Improvements. The proforma is only intended to serve as a guide for the preparation of a financing plan for the Project, and the Parties acknowledge that the actual financing plan shall be based on more refined cost estimates. As a condition precedent to the Close of Escrow for the benefit of the City on or before the dates set forth in the Schedule of Performance SchoolsFirst shall submit to the City, for approval by the City in its reasonable discretion, a proposed financing plan (the "Financing Plan") that shall include: (i) a cost breakdown for development of the Project based upon government permits and approvals and any design documents in the form attached hereto as Attachment 16.- (ii) 6;(ii) an estimated budget for the Improvements (excluding the Credit Union Branch Building), including the tenant improvements budget and (iii) evidence reasonably satisfactory to the City that SchoolsFirst meets the Minimum Liquidity Standards, has sufficient funds available, and is able to commit such funds to cover the costs of development of the Project. In addition, as a condition precedent to the Close of Escrow, the chief financial officer of SchoolsFirst shall certify for the benefit of the City that either the Preliminary Tenant Improvements Budget or a revised estimated tenant improvements budget contained in the Financing Plan accurately sets forth the estimated costs for construction of the Office Building tenant improvements, including the Minimum Tenant Improvements, in accordance with the Approved Project Plans and provides an estimated budget for the Office Building tenant improvements of not less than Twenty Million Five Hundred Thousand Dollars ($20,500,000), including an estimated budget for the Minimum Tenant Improvements of not less than Sixteen Million Four Hundred Thousand Dollars ($16,400,000). Each tenant improvements budget shall at a minimum include costs for construction of the C -Suite and Board of Directors facilities, including the board room. The Preliminary Tenant Improvements Budget or the revised tenant improvements budget that is the basis of the aforesaid certification to the City, as applicable, shall exclude the Credit Union Branch Building and is referred to herein as the "Tenant Improvements Budget". The City's review of the Financing Plan shall be for the purposes of determining if the contemplated financing will be reasonably available, will provide sufficient funds for construction of the Project and for its operation consistent with the terms of this Agreement, will meet the minimum budget requirements for the Minimum Tenant Improvements and will otherwise be provided on terms consistent with the terms and conditions of this Agreement. Following receipt of bids for the costs of development and construction of all the Improvements (as applicable), SchoolsFirst shall submit to the City an updated and final budget for the Office Building tenant improvements of not less than Twenty Tustin - SchoolsFirst - DDA - 5-28-19 21 City of Tustin / SchoolsFirst FINAL Federal Credit Union Million Five Hundred Thousand Dollars ($20,500,000), including a budget for the Minimum Tenant Improvements of not less than Sixteen Million Four Hundred Thousand Dollars ($16,400,000), which requirement shall survive the Close of Escrow and shall not be merged with the Quitclaim Deed. SchoolsFirst shall identify with specificity any submitted documents which SchoolsFirst wants the City to maintain as confidential documents and a statement as to why the request is consistent and complies with the provisions of the Public Records Act of the State of California. The City shall not disseminate such information and shall tape all reasonable steps to maintain such confidentiality, including maintenance of such documents at a non-public location, unless otherwise required by law. The City's staff, agents, negotiators and consultants may review the statements as necessary as long as such parties agree to maintain the confidentiality of such statements. 4.6.2 Evidence of Financing. As a condition to Close of Escrow with respect to each of the items below and, with respect to clauses (a)(i) and LaXiiibelow, upon request of the City from time to time until Recordation of the Certificate of Compliance, SchoolsFirst shall submit to the City the following: (a) Subject to the Confidentiality Protocols set forth in Section 4.6.9, demonstration to the satisfaction of the City Manager (i) of the availability of funds sufficient to pay all costs relating to acquisition of the City Property and development of the Project, including sufficient capital to fund the Project, without the need for third party financing .(whether from a bank group, institutional lender or otherwise) that is secured by a lien, Mortgage, or similar instrument recorded against the Development Parcels or any portion thereof and that SchoolsFirst does not intend to utilize any such financing for the Project; (ii) that the Board of Directors of SchoolsFirst has approved the Project and has allocated funds sufficient to finance the Development Costs for development of the SchoolsFirst Headquarters Project; and (iii) no material adverse change in the financial capacity or condition of SchoolsFirst or its financial or organizational relationships from that presented to the City in connection with the execution of the ENA, and (b) Such other documents, as the City, in its good faith and reasonable discretion, determines will assist in the evaluation of whether SchoolsFirst is able to acquire the City Property, construct the Improvements and perform in a timely manner all of its other obligations and commitments set forth in this Agreement, including the documentation. described in Section 8.5. 4.6.3 City Approvals. SchoolsFirst's application for the Entitlements and Development Permits shall be consistent with the Scope of Development and the terms and conditions of this Agreement. SchoolsFirst shall have applied for and obtained all Applicable Approvals, other Entitlements, if any, and Development Permits by the time provided in the Schedule of Performance; provided, however, in the event that, following Close of Escrow, SchoolsFirst applies for Entitlements or Development Permits no later than the date specified for filing of such applications in the Schedule of Performance but does not, due to Force Majeure Delay, obtain such Entitlements or Development Permits within the time period established in the Schedule of Performance for acquiring same, then such times provided in the Schedule of Performance shall be extended on a day for day basis for each day of Force Majeure Delay affecting the application for or issuance of the requested Entitlements or Development Permits. Tustin - SchoolsFirst - DDA - 5-28-19 22 City of Tustin / SchoolsFirst FINAL Federal Credit Union 4.6.4 Guaranty. When a Guaranty is required to be delivered pursuant to Section 2.2.2(d) or 7.2.2 b x , the Owner shall cause the Guarantor to deliver to the City to following documents: (a) A fully executed and effective Guaranty, which shall remain in effect until the issuance of the Certificate of Compliance, made by a Guarantor approved by the City in it is sole discretion, pursuant to which the Guarantor shall guarantee, among other things: (i) payment of all Development Costs for the Completion of the Improvements, including, for avoidance of doubt, (1) Completion of the Project on the Development Parcels (but excluding the Credit Union Branch Building), (2) the indemnities and other obligations of Owner pursuant to this Agreement and the Other Agreements (including payment of all deductible amounts); (3) the costs and expenses incurred by the City, if any, in enforcement by the City of its rights and/or remedies under this Agreement with respect to non-performance by Owner of its obligations under this Agreement and the Other Agreements; and (4) attorneys' fees and costs incurred by the City in connection with the enforcement of the Guaranty and (ii) all amounts owed under Section 12.2.- and 2.2;and (b) A Guarantor Certificate certifying as to the authority of such Guarantor's authorized officer to bind Guarantor and authorization to execute the Guaranty and to the accuracy and correctness of and attaching the following for the applicable Guarantor: (i) a certificate of formation and California foreign entity registration (if required by applicable law) for Guarantor; (ii) evidence of authority of the individual(s) executing the Guaranty to bind Guarantor and to execute'the Guaranty, (iii) copies of resolutions or other necessary actions taken by Guarantor to authorize the execution of the Guaranty, if any; and (iv) certificates of good standing issued by the Secretary of State of the state in which Guarantor is formed and by the California Secretary of State (if required by applicable law), within thirty (3 0) calendar days of the applicable Close of Escrow. Each Owner required by the terms of this Agreement to provide a Guaranty shall cause each Guarantor, as may be required by this Agreement, to meet, throughout the term of. this Agreement, the Minimum Liquidity Standards and to provide replacement financial assurances in the event Guarantor's Liquid Assets fall below an amount adequate to fully discharge its obligations under such Guaranty. Prior and as a condition to such Transfer, Owner, Guarantor and the City shall enter into a written agreement upon terms approved by City, in its reasonable discretion, establishing the procedures by which Guarantor shall furnish specified financial reports to the City on a regular basis, but not more often than quarterly, to assure that the Minimum Liquidity Standards are met (the failure of such standard being, a "Guarantor Illiquidity Event"). In the event of a Guarantor Illiquidity Event, within thirty (30) calendar days following the notice from the City of a Guarantor Illiquidity Event to the Owner and Guarantor, Guarantor shall supplement its Liquid Assets to meet the Minimum Liquidity Standards or the Owner shall be required to provide the City with additional security satisfactory to the City by (i) providing the City with a Guaranty from a replacement or supplemental guarantor or guarantors acceptable to the City in its sole discretion, or (ii) furnishing the City with another form of security such as a pledge of specified assets or completion bond, in each case in a manner meeting the requirements of the City in its sole discretion. Tustin - SchoolsFirst - DDA - 5-28-19 23 City of Tustin / SchoolsFirst FINAL Federal Credit Union 4.6.5 Proiect Design. On or before the date specified in the Schedule of Performance, SchoolsFirst shall have caused the Project plans to be prepared and submitted to the City for approval, and the City shall have approved such Project plans as provided in Section 8.5. 4.6.6 Insurance. Prior to or concurrently with the execution of this Agreement by SchoolsFirst, SchoolsFirst shall have obtained and delivered to the City a binder or certificate evidencing the insurance required by Article 11 effective upon the later of the Effective Date and mutual execution of this Agreement by SchoolsFirst and the City. 4.6.7 Declaration of Ownership; Additional Documentation. Prior to or concurrently with the execution of this Agreement by SchoolsFirst, SchoolsFirst shall have delivered to the City (a) a declaration certified by the President of SchoolsFirst that the following documentation submitted by SchoolsFirst to the City prior to the Effective Date is true and correct as of Close of Escrow: (i) documentation relating to the corporate, or other similar status, as the case may be, of SchoolsFirst including, as and only if applicable: articles of -charter, by-laws, California foreign entity registration, Statement of Inforination or comparable document and confirmation of authority; (ii) copies of all resolutions or other necessary actions taken by such entity to authorize the execution of this Agreement and any other documents or instruments required by this Agreement; and (iii) a copy of any Fictitious Business Name Statement if any, as published and filed with the Clerk of Orange County; and (b) a certification by SchoolsFirst that the estimated Project budget for the Improvements set forth in the Financing Plan approved by the City prior to the Effective Date remains a reasonable budget; 4.6.8 Process for Approval. With respect to disapproval by the City of any of the submittals required by Sections 4.6.1 through 4_6.7, the City shall state in writing the reasons for disapproval and the changes that the City requests. The City shall use commercially reasonable efforts to respond to each submission with fifteen (15) Business Days following its receipt of the information. SchoolsFirst shall thereafter use commercially reasonable efforts to submit revised submittals to the City for its approval within fifteen (15) Business Days after receipt of the City's notification of disapproval. If the revised submittals are again disapproved by the City (within the time frame and utilizing the procedures described above), then SchoolsFirst shall have ten (10) Business Days to make a further submittal. Provided that (a) SchoolsFirst has timely made submittals meeting the requirements specified by the City, and (b) SchoolsFirst is not then in Default, if any submittals have not been approved by the City within twelve (12) months following the initial submittal date, then this Agreement may be terminated by either Party within thirty (30) calendar days following the termination of such twelve (12) month period by written notice in accordance with Section 16.6 and except as otherwise set forth in Section 8.5.6, the Purchase Price Deposit shall be refunded to SchoolsFirst. 4.6.9 Financial Information; Confidentiality Protocols. (a) Until Recordation of the Certificate of Compliance, SchoolsFirst shall continue to be responsible for demonstrating to the City SchoolsFirst's financial capacity and capability to perform its obligations under this Agreement. Subject to the Confidentiality Protocols (as defined below), SchoolsFirst shall submit any additional financial information as is reasonably required to demonstrate SchoolsFirst's financial capacity and capability to perform its Tustin - SchoolsFirst - DDA - 5-28-19 24 City of Tustin / SchoolsFirst FINAL Federal Credit Union obligations under this Agreement and the proposed Transaction Documents as requested by the City within thirty (30) calendar days of a request. (b) SchoolsFirst acknowledges that documents or other "records" (as that term is defined in the California Public Records Act ("CPRA") related to the Project may be required to be made public upon request. Government Code Section 6253(a) provides that "Public records are open to inspection at all times during the office hours" of the City. If SchoolsFirst believes that any documents or other records provided to the City are exempt from the CPRA, SchoolsFirst shall state in writing the legal basis for SchoolsFirst's belief that such documents or other records are exempt from the CPRA, SchoolsFirst and the City shall meet and confer about exemption of such documents or other records, and the City shall evaluate the asserted basis for the exemption(s) in good faith. If the City determines that the requested documents or other records qualify for an exemption, SchoolsFirst shall conspicuously mark the documents and other records "Confidential" and shall submit them to the City, and the City will not make the records public except as otherwise required by law or by court order. The City's failure to correctly determine the applicability or inapplicability of an exemption to the CPRA shall not constitute a breach of this Agreement or the Transaction Documents. The City will endeavor to notify SchoolsFirst of any request made for records related to the Project when the request for the records allows adequate time to provide such notice. SchoolsFirst agrees to defend, indemnify and hold harmless the City and the City Parties from any Claims for damages, costs, court costs, awards of attorney fees, or related Claims in all lawsuits and writ proceedings seeking to make records public that SchoolsFirst has marked "Confidential" hereunder. In no event shall the City be required to maintain as confidential any materials required by law to be disclosed by SchoolsFirst or otherwise disclosed by SchoolsFirst in connection with its public filings. (The provisions of this Section 4.6.9(b) are hereinafter referred to as the "Confidentiality Protocols".) (c) Except as otherwise required by law or court order, the City and SchoolsFirst represent and warrant that each shall keep this Agreement and all information and/or reports obtained from the other, or related to or connected with the Development Parcels, the other Party, this Agreement, or any other documents negotiated by the Parties, confidential and will not disclose any such information to any person or entity without obtaining the prior written consent of the other Party, except that (i) the City shall have the right to (1) disclose any information contained in any third party reports obtained by SchoolsFirst and (2) make disclosures to the City's employees and independent contractors, including, without limitation, to consultants, financial planners, outside counsel, contractors and. experts as necessary in order to determine if the Project is feasible and financeable, provided such persons and entities are made aware the information is confidential, and (ii) SchoolsFirst shall. have the right to make disclosures to SchoolsFirst's potential lenders, and SchoolsFirst's and their respective employees, partners, members, affiliates and independent contractors, including, without limitation, consultants, financial planners, outside counsel, and experts as necessary in order to determine if the Project is feasible and financeable, provided such persons and entities are made aware the information is confidential. Notwithstanding the foregoing, this Agreement and all other material relating to this Agreement are subject to the provisions CPRA. The City's use and disclosure of its agreements and records are governed by the Act and nothing herein limits the City's right and obligation to comply with the Act or with laws mandating public notice or disclosure of public records, including, without limitation, agendas, public hearings, staff reports and minutes produced in connection therewith, including, without limitation, the Ralph M. Brown Act. The City makes no representations nor Tustin - SchoolsFirst - DDA - 5-28-19 25 City of Tustin / SchoolsFirst FINAL Federal Credit Union warranties that writings and materials provided to or generated by the City during negotiations will be exempt from the CPRA; provided however that nothing in the foregoing shall relieve the City of its obligation to abide by the Confidentiality Protocols. 5. SchoolsFirst's Due Diligence Investigation. 5.1 Due Diligence Period. SchoolsFirst acknowledges that while the City has been negotiating this Agreement with SchoolsFirst, SchoolsFirst has had extensive access to the City Property within which to undertake such physical inspections and other investigations of, and inquiries concerning, the City Property as may be necessary to allow SchoolsFirst to evaluate the physical characteristics of the City Property, as well as such other matters as may be deemed by SchoolsFirst to be reasonably necessary to generally evaluate the City Property and determine the feasibility and advisability of SchoolsFirst's purchase and redevelopment of the City Property for its proposed Scope of Development. In addition to the due diligence investigation previously conducted by SchoolsFirst, SchoolsFirst shall have an additional period of time as identified herein to undertake specific additional inspections and investigations as are necessary and specifically permitted herein to allow SchoolsFirst to continue to evaluate the feasibility and advisability of SchoolsFirst's purchase of the City Property. SchoolsFirst's obligation to purchase the City Property shall be contingent upon SchoolsFirst's approval (or deemed approval), in SchoolsFirst's sole discretion, of the results of such inspection, examination and other due diligence. SchoolsFirst shall have the right to investigate the physical suitability of the City Property for construction of the Project (the "Due Diligence Matters"). SchoolsFirst may elect to conduct such additional due diligence investigations during the period commencing on the Effective Date and ending at 4:00 p.m. Pacific Time on the date that is sixty (60) calendar days after the Effective Date (such period, the "Due Diligence Period"). The term "Due Diligence Matters" expressly excludes (a) all other matters relating to and conditions of the City Property, other than those set forth in the definition of Due Diligence Matters, above, (b) those items known by SchoolsFirst as of the Effective Date, and (c) those items expressly accepted by SchoolsFirst or waived by SchoolsFirst as set forth in Section 4.5 and/or in the ENA. SchoolsFirst acknowledges and agrees that the Due Diligence Period is adequate time to complete such investigation. SchoolsFirst may give City written notice of its intent to terminate this Agreement as a result of the Due Diligence Matters (the "Diligence Termination Notice") on or before the end of the Due Diligence Period stating that SchoolsFirst elects to terminate this Agreement. If SchoolsFirst fails to give the Diligence Termination Notice on or before the end of the Due Diligence Period, SchoolsFirst will be deemed to have approved all of the Due Diligence Matters and all other matters relating to the physical and economic feasibility of the Project and shall be deemed to have waived its right to object to the foregoing, including any Due Diligence Matters. 5.2 Termination of Agreement. If SchoolsFirst gives the Diligence Termination Notice on or before the end of the Due Diligence Period, this Agreement shall automatically terminate on the date of the Diligence Termination Notice and thereafter and in accordance with Article 14 neither Party shall have any further obligations under this Agreement (subject to the provisions that expressly survive the termination of this Agreement). In such event and in accordance with Article 14, Escrow Holder shall return the Purchase Price Deposit and all interest accrued thereon (if any) to SchoolsFirst, less any title and escrow cancellation fees of Escrow Holder. Tustin - SchoolsFirst - DDA - 5-28-19 26 City of Tustin / SchoolsFirst FINAL Federal Credit Union 5.3 Limited License. The City grants to SchoolsFirst and SchoolsFirst's officers, directors, employees, agents, representatives, contractors, or other Persons accessing the City Property by, through or with the permission or under the direction or auspices of SchoolsFirst ("SchoolsFirst Representatives") a revocable license to enter upon the City Property for purposes of (a) conducting SchoolsFirst's due diligence inspection, and/or (b) obtaining data and making surveys and tests necessary to carry out this Agreement, provided that, prior to the effectiveness of such license, SchoolsFirst shall: (i) deliver to the City written evidence that SchoolsFirst has procured the insurance required under Section 5.4 and Article 11; (ii) give the City twenty-four (24) hours telephonic, electronic mail or written notice of any intended access which involves work on the City Property or may result in any impairment of the use of the City Property or any portion thereof, or any adjacent portion of the City Property by any then -current owners, occupants, or contractors; (iii) access the City Property in a safe manner; (iv) conduct no environmental testing, sampling, invasive testing, or boring without the written consent of the City; (v) allow no dangerous or hazardous condition to be created or caused on the City Property; (vi) comply with all Governmental Requirements and obtain all permits required in connection with such access; and (vi) conduct inspections and testing during normal business hours and subject to the rights of then -current owners, occupants, and contractors, if any, and only after obtaining the City's prior consent, which shall not be unreasonably withheld. The City shall have the right to have a City representative present on the City Property during any testing under clause iv above. This limited license shall commence on the Effective Date, may be revoked by the City during the continuation of any Potential Default or Material Default by SchoolsFirst, or upon termination of this Agreement by any Party, and shall be automatically revoked and terminated with respect to the City Property upon the earlier to occur of a delivery by SchoolsFirst of a Termination Notice or the Close of Escrow for the City Property. The limited license granted by this Section shall not be utilized by SchoolsFirst to carry out grading or construction on the City Property. 5.4 Insurance. From and after the Effective Date, and as a condition precedent to exercise by SchoolsFirst or SchoolsFirst Representatives of the license granted in Section 5.3, SchoolsFirst shall obtain, at SchoolsFirst's sole cost and expense, a policy of commercial general liability insurance covering the liability of SchoolsFirst, SchoolsFirst Representatives, and the City arising out of any investigative activities, in an amount and provided by a carrier reasonably approved by the City. Such policy shall meet the requirements of Sections 11.1 and 11.2 and shall name the City as additional insured.. Prior to commencement of any work on the City Property, SchoolsFirst shall provide the City with a certificate of such insurance meeting the requirements of Section 11.1 evidencing the effectiveness of the foregoing coverage. Such policy of insurance shall be kept and maintained in force following the Close of Escrow or the earlier termination of this Agreement and so long after such date as necessary to cover any Claims of damages suffered by Persons or property resulting from any acts or omissions of SchoolsFirst or SchoolsFirst Representatives. 5.5 Indemnity. SchoolsFirst hereby agrees to protect, indemnify, defend with counsel selected by SchoolsFirst after good faith consultation with the City to ensure the proposed legal counsel has the professional expertise and experience to demonstrate they are well-qualified to defend the City against the Claim(s), and hold harmless the City and its elected and appointed officials, employees, agents, attorneys, representatives, contractors, successors and assigns from and against any and all Claims arising from or related to (a) the acts and omissions of SchoolsFirst Tustin - SchoolsFirst - DDA - 5-28-19 27 City of Tustin / SchoolsFirst FINAL Federal Credit Union and SchoolsFirst Representatives in connection with exercise of the license provided in Section 5.3 or pursuant to the ENA; (b) entry onto the City Property by SchoolsFirst or SchoolsFirst Representatives; and/or (c) the activities of, work on or use of the City Property by SchoolsFirst or SchoolsFirst Representatives, including with respect to any inspections, surveys, tests, Investigations and studies carried out by SchoolsFirst or SchoolsFirst Representatives on or adjacent to the City Property, in each case whether occurring prior to or following the Effective Date; provided, however, that the foregoing indemnity shall not apply to any diminution in the value of the City Property resulting solely from SchoolsFirst's discovery of any pre-existing condition, pre-existing circumstance or pre-existing Hazardous Material on the City Property. SchoolsFirst shall keep the City Property free and clear of any mechanics' liens or materialmen's liens related to SchoolsFirst's inspection of the City Property. The indemnification by SchoolsFirst set forth in this Section 5.5 shall survive Close of Escrow and the termination of this Agreement and shall not be merged with the Quitclaim Deed. 5.6 Review of Certain Records and Materials. The City shall, within ten (10) Business Days of the Effective Date and at no cost to SchoolsFirst, provide SchoolsFirst with copies of all City -produced plans, reports, studies, investigations and other materials the City may have that are pertinent to the City Property and/or development of the Project; provided, however, that the City makes no representation, warranty or guaranty regarding the completeness or accuracy of such plans, reports, studies, investigations and other materials. SchoolsFirst shall also have the right to enter the City's offices to review files and materials, including the right to examine those books, records and files of the City relating to the environmental and other condition of the City Property which the City determines in its sole discretion are not or subject to attorney-client privilege or other privilege or disclosure rules. The City agrees to make all such books, records, and files available to SchoolsFirst and SchoolsFirst's attorneys, accountants, and other representatives at City Hall any time during business hours on Business Days upon reasonable notice from SchoolsFirst. 5.7 Communications with City and Third Parties. From and after the Effective Date, SchoolsFirst and SchoolsFirst Representatives shall communicate directly with (a) the City Manager who shall be the administrator of this Agreement on behalf of the City and such other employees, consultants, and attorneys of the City as may be designated by the City Manager from time to time; (b) with the City staff and staff and members of other public agencies (but excluding the City Redevelopment Agency); and (c) with third parties to all agreements affecting the City Property in connection with SchoolsFirst's proposed purchase of the City Property and/or SchoolsFirst's development of the Project. The City staff shall have the right, but not the obligation, to attend and participate in any and all meetings with other public agencies, the general public, and other interested parties with regards to the Project. Upon request of the City, SchoolsFirst shall promptly provide the City with a copy of each item of correspondence (including emails, letters, facsimiles, and any enclosures and attachments) sent or received by SchoolsFirst in connection with entitlement, community, or governmental approval of the Project. Title; Survey. 6.1 Survey by SchoolsFirst. Prior to the end of the Due Diligence Period, SchoolsFirst, at SchoolsFirst's sole expense, shall have obtained a survey for the Development Tustin - SchoolsFirst - DDA - 5-28-19 28 City of Tustin / SchoolsFirst FINAL Federal Credit Union Parcels ("Survey") prepared by a licensed surveyor ("Surveyor"), which Survey shall be certified by the Surveyor to the City, SchoolsFirst and the Title Company. The Survey shall depict: (a) the boundaries of each of the proposed Development Parcels (which boundaries shall be finalized pursuant to application by SchoolsFirst for a Lot Line Adjustment that shall be subject to the approval by the City in its Governmental Capacity); (b) the location of all improvements, perimeter improvements, easements, roads, rights-of-way and encroachments located within twenty (20) feet of the boundary of the City Property; (c) all other Permitted Exceptions susceptible to depiction on a map or survey identified by reference to the recording information applicable to the documents creating them; and (d) any portion of the Development Parcels lying within a flood hazard area. SchoolsFirst agrees to indemnify and hold the City and its elected and appointed officials, employees, agents, attorneys, affiliates, representatives, contractors and successors and assigns free and harmless from any and all Claims which SchoolsFirst shall incur or sustain as a result of inaccuracy in the legal description for the City Property or the Development Parcels. The indemnification by SchoolsFirst set forth in this Section 6.1 shall survive the Close of Escrow and the termination of this Agreement and shall not be merged with the Quitclaim Deed. 6.2 Permitted Exceptions. SchoolsFirst, at SchoolsFirst's sole cost and expense, has caused the Title Company to prepare and deliver to SchoolsFirst and the City with respect to the City Property one or more preliminary title reports (the "Preliminary Title Reports") or title commitments ("Title Commitments") from Title Company based upon which the Title Company may issue a California Land Title Association Owner's Policy for the Development Parcels (collectively the "CLTA Policy") to SchoolsFirst in the amount of the Purchase Price for the City Property and such additional amounts as SchoolsFirst may request of Title Company. During the Due Diligence Period, SchoolsFirst shall review the Preliminary Title Reports and the other relevant documents referenced below, and may object to matters set forth in the Preliminary Title Reports and request that the Title Company remove from the Title Policy those exceptions to title disapproved by SchoolsFirst in the Preliminary Title Reports. The "Permitted Exceptions" to title shall include all of the following: (a) as of the last day of the Due Diligence Period, all matters set forth on the Preliminary Title Reports, set forth on the Survey, and not otherwise deleted from the Preliminary Title Reports nor endorsed over by the Title Company; (b) the rights and obligations of "Property Owner" under the Special Restrictions; and (c) all covenants, restrictions and encumbrances, liens, exceptions, leases, restrictions, deed restrictions and qualifications set forth in or permitted or contemplated by this Agreement and the Special Restrictions. Notwithstanding anything to the contrary in this Agreement, the City shall deliver the City Property to SchoolsFirst free and clear of all monetary liens other than (x) liens for real property taxes that are not yet delinquent, and (y) construction liens and/or other liens or costs arising from or in connection with (i) the limited license granted pursuant to Section 5.3, or (ii) the acts or omissions to act of SchoolsFirst or the SchoolsFirst Representatives with respect to work on or use of the City Property or adjoining property owned by the City pursuant to the license granted pursuant to Section 5.3. 6.3 Supplemental Title Reports. If, after the end of the Due Diligence Period, the Title Company discloses additional matters that affect title to the Development Parcels, then within ten (10) calendar days after SchoolsFirst's receipt of any report issued by the Title Company concerning the City Property (a "Supplemental Title Report"), SchoolsFirst shall provide the City a copy of such Supplemental Title Report and shall specify in writing SchoolsFirst's Tustin - SchoolsFirst - DDA - 5-28-19 29 City of Tustin / SchoolsFirst FINAL Federal Credit Union disapproval of any item or exception shown on such Supplemental Title Report not previously included in the Preliminary Title Reports and/or the Title Commitments ("Disapproved Exception"), together with SchoolsFirst's suggested cure thereof; provided, however that SchoolsFirst shall not have the right to disapprove any such item or exception if SchoolsFirst has specifically consented to such item, including all exceptions arising pursuant to this Agreement and all matters appearing on the Title Commitments and/or on the Preliminary Title Reports unless such matters had appeared on the Preliminary Title Report but had been removed from the Title Commitment by the Title Company at the request of SchoolsFirst. Failure of SchoolsFirst to disapprove any item or exception shown on any such Supplemental Title Report on or before the expiration of such ten (10) calendar day period shall be deemed to be an approval of the matters set forth in such Supplemental Title Report. If SchoolsFirst designates' a Disapproved Exception, SchoolsFirst shall specify in writing its reason for such disapproval, and the City shall have the right, but not the obligation, to (a) remove or cure the Disapproved Exception to the reasonable satisfaction of SchoolsFirst, or (b) elect not to cure such Disapproved Exception. If the City fails to notify SchoolsFirst of the City's election to remove or cure such Disapproved Exception or exception within ten (10) calendar days after the City's receipt of SchoolsFirst's notice of disapproval, the City shall be deemed to have elected not to cure such Disapproved Exception. If the City elects or is deemed to have elected not to cure any such Disapproved Exception then SchoolsFirst's exclusive remedy shall be: (i) to accept such Disapproved Exception and proceed to take title to the City Property in the manner set forth in this Agreement and without either deduction or offset to the Purchase Price, and waive such Disapproved Exception without cause of action hereunder against the City, or (ii) to provide written notice to the City within five (5) calendar days after the City's election or deemed election, of SchoolsFirst's election to terminate this Agreement and the Escrow, in which case the Purchase Price Deposit, to the extent previously paid by SchoolsFirst, and interest thereon, if any, shall be refunded to SchoolsFirst in accordance with Sections 4.3 and 14.1.3. SchoolsFirst's failure to provide the City within said five (5) calendar day period with written notice of either .SchoolsFirst's acceptance of such Disapproved Exception or SchoolsFirst's election to terminate this Agreement shall constitute SchoolsFirst's acceptance of such Disapproved Exception and its election not to terminate this Agreement under the foregoing clause (ii). In the event SchoolsFirst shall not have terminated this Agreement under the foregoing clause (ii), then all matters and exclusions or exceptions from title insurance coverage shown in such supplement which SchoolsFirst shall have accepted pursuant to this Section 6.3 (other than those which the City has agreed to cure as provided in this Section 6.3), together with all Permitted Exceptions described in Section 6.2 shall be deemed Permitted Exceptions. 6.4 ALTA Policy; Endorsements. It shall be a condition precedent to SchoolsFirst's obligation to close Escrow that the Title Company issue the CLIA Policy with policy amount equal to the Purchase Price ("Original CLTA Coverage"). SchoolsFirst shall have the right, at its sole expense, to request and obtain additional CLTA coverage for the value of the development cost of the Project ("Additional CLTA Coverage") and ALTA extended coverage owner's and/or leasehold policies of insurance (collectively the "ALTA Policy") and any additional title endorsements as SchoolsFirst deems necessary; provided, however, that the issuance of such Additional CLTA Coverage and/or of the ALTA Policy and SchoolsFirst Title Endorsements shall not delay any Close of Escrow and shall not be a condition precedent to any Close of Escrow. SchoolsFirst shall pay for- all costs attributable to the CLTA Policy other than the cost of the Tustin - SchoolsFirst - DDA - 5-28-19 30 City of Tustin / SchoolsFirst FINAL Federal Credit Union Original CLTA Policy and any excess cost attributable to obtaining the Additional CLTA Coverage and the ALTA Policy, as well as the cost of SchoolsFirst Title Endorsements, and the cost of a lender's policy of title insurance, if any. The title policies obtained by SchoolsFirst are collectively referred to as "SchoolsFirst Title Policy." 7. Close of Escrow. 7.1 Time and Place of Close of Escrow. 7.1.1 Close of Escrow. Unless extended as provided in Section 7.1.2, the Close of Escrow shall take place on the date (the "Closing Date") that is the earlier of (a) sixty (60) calendar days following the last to occur of the satisfaction of the SchoolsFirst Closing Conditions set forth in Sections 7.2.1(c), (d), (e) and�h hereof and the City Closing Conditions set forth in Section 7.2.2(c), (d), (g), (h), (i), (i), (k) ander hereof (or the waiver thereof by the applicable Party), and (b) September 24, 2019 (as the same may be extended as provided in Section 7.1.2, the "Outside Closing Date"). The Close of Escrow shall be subject to the satisfaction of the conditions set forth in Sections 7.2 through 7.4, and shall take place at the offices of Escrow Holder, or at such other place that the City selects. 7.1.2 Extension of Closing Date or Outside Closing Date. (a) Permit Extension. If all other conditions precedent to the Close of Escrow set forth in Section 7. 1.1 for the benefit of each of the Parties has been satisfied and provided that SchoolsFirst has, within the time period specified in the Schedule of Performance, applied for and submitted all materials required for issuance of grading permits and building permits required for construction of the Project in accordance with the Approved Project Plans and such applications and submittals have been deemed complete by the City, but the City is not prepared to issue the grading permits and building permits prior to the Outside Closing Date, then the Outside Closing Date shall be extended by such period of time as is required for the City to complete its review of the grading and building permits and for an additional thirty (30) calendar day period thereafter, in order to allow the City time to complete its review and processing of the permits; provided that the total extension for such purpose shall not exceed ninety (90) calendar days unless otherwise agreed by the Parties. (b) Other Extensions. If for any reason other than as set forth in clause a above, SchoolsFirst desires to extend the Closing Date or the Outside Closing Date, it shall send a written request for a three (3) month extension to the City at least thirty (30) calendar days before the earliest of the Closing Date or Outside Closing Date. The City shall grant any such extension if requested as a result of a Force Majeure Delay, subject to the procedures set forth in Section 16.7.3, but otherwise the City is under no obligation to extend the Closing Date or the Outside Closing Date. The City shall notify SchoolsFirst of its determination within fifteen (15) calendar days of its receipt of any extension request other than for Force Majeure Delay, provided that if the City failure of the City to reply within fifteen (15) calendar days from its receipt of the request, shall be deemed disapproval of the request. Notwithstanding approval (or, in the case of Force Majeure Delay, deemed approval) by the City of the extension request, such extension shall become effective if and only if, on or before the date that is five (5) calendar days prior to the Closing Date or Outside Closing Date, as the case may be, proposed to be extended, SchoolsFirst Tustin - SchoolsFirst - DDA - 5-28-19 31 City of Tustin / SchoolsFirst FINAL Federal Credit Union pays to the City the amount of Thirty Six Thousand Six Hundred Fifty Dollars ($36,650) ("Three Month Carry Cost Payment") for each three (3) month extension. If the Close of Escrow takes place prior to the expiration of any such extension period, then at Close of Escrow, the final Three Month Carry Cost Payment for the then effective extension period shall be prorated across such extension period in accordance with Section 7.4.4 and Escrow shall provide a credit to SchoolsFirst with respect to the portion of the extension period not utilized, if any. In no event shall the Outside Closing Date be extended beyond September 24, 2020 without approval of the City Council in its sole discretion (and with any such extensions subject to payment of Three Month Carry Cost Payment as set forth above). 7.2 Conditions Precedent to Close of Escrow. 7.2.1 SchoolsFirst Closing Conditions. SchoolsFirst's obligation to purchase the City Property, and to complete all requirements for the Close of Escrow is subject to and conditioned upon the satisfaction of, or SchoolsFirst's written waiver of, each of the following conditions to the Close of Escrow ("SchoolsFirst Closing Conditions") on or before the Closing Date: (a) Not later than two (2) Business Days prior to the Close of Escrow, the City shall have executed and delivered to Escrow Holder the following documents: (i) if not previously Recorded, the Memorandum of DDA, acknowledged and in Recordable form; (ii) if not previously Recorded, the DA, acknowledged and in Recordable form; (iii) the Quitclaim Deed for the City Property, acknowledged and in Recordable form; (iv) the Special Restrictions, acknowledgedand in Recordable form; (v) the Landscape Installation and Maintenance Agreement, acknowledged and in Recordable form; (vi) if notpreviously executed and delivered, the Reimbursement Agreement; (vii) a federal "FIRPTA" Affidavit executed by the City; (viii) California's Real Estate Withholding Exemption Certificate Form 593-W; (ix) a reaffirmation of the City's representations and warranties in the form and substance of the City date down certificate attached as Attachment 17.- Tustin 7; Tustin - SchoolsFirst - DDA - 5-28-19 32 City of Tustin / SchoolsFirst FINAL Federal Credit Union (x) if requested pursuant to Section 8.2.3 by SchoolsFirst prior to the Close of Escrow, the License Agreement; (xi) the certificate of compliance for the Lot Line Adjustment and such other instruments, if any, required to effectuate the Lot Line Adjustment pursuant to the Subdivision Map Act which shall be in the form and substance approved by the City and Title Company and, where required, acknowledged and in Recordable form; (xii) such proof of the City's authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of the City to act for and/or bind the City as may be reasonably required by Title Company and/or SchoolsFirst; and (xiii) such other documents or instruments as Escrow Holder may reasonably request to consummate the transaction contemplated in this Agreement; (b) The Title Company shall be in a position to convert the Title Commitments to the CLTA Policy with respect to the City Property and issue same to SchoolsFirst. (c) Except for the Permitted Exceptions, there shall exist no leases, licenses, contracts or rights of occupancy between the City and any third party with respect to the City Property to be conveyed at the Close of Escrow that shall survive the Close of Escrow for the City Property; (d) The Applicable Approvals shall have been issued and shall not have expired and the Entitlement Approval Date with respect to the Applicable Approvals shall have occurred; (e) The City shall have approved the Basic Concept Plan; (f) The City's representations and warranties set forth in Section 3.3 shall be true and correct as of the Closebf Escrow; (g) The City shall not be in Potential Default or Material Default of any covenant or agreement to be performed by the City under this Agreement and the City shall have deposited into Escrow the documents listed in Section 7.2.1(a) necessary for the City to have signed and deposited into Escrow in order for Escrow to close; and (h) Provided that SchoolsFirst shall have timely applied and submitted all materials required for issuance of grading permits and shell and core building permits required for construction of the Office Building and Parking Structure in accordance with the Approved Project Plans, such applications and submittals shall have been deemed complete by the City, and in such event, the City shall be prepared to issue all such grading permits and shell and core building permits. Tustin - SchoolsFirst - DDA - 5-28-19 33 City of Tustin / SchoolsFirst FINAL Federal Credit Union 7.2.2 City Closing Conditions. The City's obligation to deliver the Quitclaim Deed for the City Property and to complete all requirements for the Close of Escrow is subject to and conditioned upon the satisfaction of, or the City's written waiver of, each of the following conditions to the Close of Escrow ("City Closing Conditions") on or before the Closing Date: (a) Not later than one (1) Business Day prior to the Close of Escrow, SchoolsFirst shall deliver to Escrow (i) SchoolsFirst Closing Payment with respect to the Purchase Price; (ii) the Occupancy Deposit and (iii) any other costs explicitly set forth in this Agreement as costs to be paid by SchoolsFirst at the Close of Escrow. (b) SchoolsFirst's execution and delivery to Escrow Holder of the following, which documents SchoolsFirst shall deliver to the Escrow not later than two (2) Business Days prior to the Close of Escrow: (i) if not previously Recorded, the Memorandum of DDA, acknowledged and in Recordable form; (ii) if not previously Recorded, the DA, acknowledged and in Recordable form; (iii) acceptance of the Quitclaim Deed for the City Property, acknowledged and in Recordable form; (iv) the Special Restrictions, acknowledged and in Recordable form; (v) the Landscape Installation and Maintenance Agreement, acknowledged and in Recordable form; (vi) the CC&Rs, acknowledged. and in Recordable form; (vii) if not previously executed and delivered, the Reimbursement Agreement; (viii) the Construction Contract, as defined in the Reimbursement Agreement, approved by the City pursuant to Section 7.2.2.(1), which shall be executed by SchoolsFirst and the contractor; (ix) the deeds and other instruments, if any, required to effectuate the Lot Line Adjustment pursuant to the Subdivision Map Act, which shall be in the form and substance approved by the City and Title Company and, where required, acknowledged and in Recordable form; (x) if SchoolsFirst has Transferred its interest in this Agreement to a Transferee that (1) does not, at the Close of Escrow, meet the Minimum Liquidity Standards and it is determined by the City prior to the Close of Escrow that such Transferee is unlikely to meet the Minimum Liquidity Standards for the term of this Agreement or provision of a Guaranty Tustin - SchoolsFirst - DDA - 5-28-19 34 City of Tustin / SchoolsFirst FINAL Federal Credit Union at Close of Escrow was made a condition by the City to the Transfer pursuant to Section 2.2.2(c), or (2) is a SchoolsFirst Affiliate, such Transferee shall cause to be provided a Guaranty executed by a Guarantor approved by the City in accordance with Section 4.6.4 and a Guarantor Certificate certified by the chief financial officer or other appropriate authorized officer of Guarantor together with a legal opinion as to due authorization and enforceability from counsel for Guarantor in substantially the form and substance of that attached hereto as Attachment 21; (xi) a reaffirmation of SchoolsFirst's representations and warranties set forth in Section 3.1 and release set forth in Section 4.5.3, in the form and substance of the SchoolsFirst date down certificate attached as Attachment 18; (xii) a declaration certified by the President of SchoolsFirst or any other authorized SchoolsFirst officer that the documentation submitted by SchoolsFirst to the City pursuant to Section 4.6.7 prior to the Effective Date is true and correct as of Close of Escrow together with certificates of good standing of SchoolsFirst, issued by the National Credit Union Association within thirty (30) calendar days of the Closing Date; (xiii) if requested by SchoolsFirst pursuant to Section 8.2.3 prior to Close of Escrow, the License Agreement; (xiv) such proof of SchoolsFirst's authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of SchoolsFirst to act for and/or bind SchoolsFirst as may be reasonably required by Title Company and/or the City; and (xv) such other documents or instruments as Escrow Holder may reasonably request to consummate the transaction contemplated in this Agreement; (c) SchoolsFirst shall have provided and the City shall have approved each of the deliverables described in Section 4.6; (d) SchoolsFirst shall have satisfied each of the conditions to Close of Escrow set forth in Section 4.6.- (e) .6;(e) SchoolsFirst's representations and warranties set forth in Section 3.1 shall be true and correct as of the Close of Escrow; (f) SchoolsFirst shall not be in Potential Default or Material Default of any covenant or agreement to be performed by SchoolsFirst under this Agreement and SchoolsFirst shall have deposited into Escrow the documents listed in Section 7.2.2(b) necessary for SchoolsFirst to have signed and deposited into Escrow in order for Escrow to close; (g) SchoolsFirst shall have submitted to the City evidence of insurance policies required to be obtained by SchoolsFirst pursuant to Article 11; Tustin - SchoolsFirst - DDA - 5-28-19 35 City of Tustin / SchoolsFirst FINAL Federal Credit Union (h) SchoolsFirst's intended use of the Development Parcels at the time of the Close of Escrow shall be for the SchoolsFirst Headquarters Project and other operational uses as are customary and ordinary for SchoolsFirst's operations as a financial institution; (i) SchoolsFirst shall have timely applied and submitted all materials required for issuance of grading permits and shell and core building permits required for construction of the Office Building and Parking Structure in accordance with the Approved Project Plans, such applications and submittals have been deemed complete by the City, and the City shall be prepared to issue all such grading permits and building permits; 0) The Applicable Approvals shall have been issued and shall not have expired and the Entitlement Approval Date with respect to the Applicable Approvals shall have occurred; (k) The City shall have approved the Basic Concept Plan; and (1) The City shall have confirmed, in its sole discretion, that all of the requirements, obligations, duties, and provisions required by the Reimbursement Agreement to be included in the Construction Contract shall have been so included in the Construction Contract, and that no terms or provisions contained therein contradict or .conflict with the requirements, obligations, duties or provisions of SchoolsFirst set forth in the Reimbursement Agreement. 7.3 Additional Close of Escrow Conditions. In addition to the provisions of Sections 7.1 and 7_2, the Close of Escrow shall be conditioned upon the following Closing Conditions, which shall be for the benefit of each Party: 7.3.1 Closing Cost Statement. Escrow Holder shall have delivered, and each Party shall have approved, at least two (2) Business Days prior to the Close of Escrow a statement of costs to each Party. 7.3.2 Closing Certificate. Each Party shall submit to Escrow Holder a certificate stating that all Closing Conditions for its benefit have been satisfied or waived. 7.3.3 Lot Line Adiustment. SchoolsFirst shall have undertaken all steps required to complete the Lot Line Adjustment, including delivery to Escrow Holder of the required deeds and instruments specified in Section 7.2.2.(b)(ix), and City, acting in its Governmental Capacity, shall have (a) issued a certificate of compliance for the Lot Line Adjustment and (b) delivered to Escrow Holder such instruments, if any, specified in Section 7.2. 1 (a)(xi). Escrow Holder shall cause the deeds implementing the Lot Line Adjustment to be Recorded at Close of Escrow in accordance with the requirements of Section 7.4.5(12). 7.4 Procedures for Conveyance. 7.4.1 Costs and Expenses. The costs and expenses of the Close of Escrow shall be allocated as follows: Tustin - SchoolsFirst - DDA - 5-28-19 36 City of Tustin / SchoolsFirst FINAL Federal Credit Union (a) City's Costs. The City shall pay (i) the premium for the Original CLTA Policy; (ii) one-half (1/2) of all Escrow fees and costs; (iii) the City's share of prorations; (iv) all documentary transfer taxes and recording charges for the Quitclaim Deed, the Special Restrictions, the Memorandum of DDA, the Landscape Installation and Maintenance Agreement and all other Recorded documents; and (v) the cost for title insurance requested by City to insure City reserved rights, if any. Except as provided in this Agreement and the ENA, the City shall pay the fees of all consultants (including lawyers and environmental, engineering and land use consultants) engaged by it. (b) SchoolsFirst's Costs. SchoolsFirst shall pay (i) the entire cost of, and shall be responsible for obtaining, any extended coverage, lender's or other title policy or endorsements in excess of one half of the Original CLTA Policy; (ii) the entire cost of the Survey and any additional land surveys required in connection with the foregoing; (iii) one-half (1/2) of all Escrow fees and costs; and (iv) SchoolsFirst's share of prorations. SchoolsFirst shall pay the fees of all consultants and employees (including. lawyers and environmental, engineering and land use consultants) engaged by it. (c) Other Costs. All costs and expenses related to the Close of Escrow and the transfer of the City Property to SchoolsFirst not otherwise allocated in this Agreement shall be allocated between the Parties in accordance with the customary practice in Orange County, California. 7.4.2 Possession. The City shall deliver possession of the City Property at the Close of Escrow. 7.4.3 Deliveries to SchoolsFirst Upon Close of Escrow. The City agrees to deliver to SchoolsFirst, outside of Escrow, the following items: (a) Records and Plans. To the extent in the City's possession, originals or copies of records and. plans that will affect the conveyed City Property after the Close of Escrow. (b) Licenses and Permits. To the extent in the City's possession, originals or copies of all licenses and permits affecting the conveyed City Property other than the License Agreement. 7.4.4 Prorations. (a) General. Rentals, revenues and other income, if any, from the conveyed City Property and any Three Month Carry Cost Payment shall be prorated on a cash basis as of 11:59 p.m. Pacific Time on the day preceding the Close of Escrow. Tax payments shall be prorated in accordance with Section 7.4.4(d). (b) Taxes. SchoolsFirst shall be responsible for all taxes, assessments, fees and charges imposed by any Governmental Authority with respect to the City Property conveyed to SchoolsFirst in fee and all existing and future improvements thereon from and after the Close of Escrow with respect to such City Property, regardless of whether SchoolsFirst's interest in the assessed portion of the City Property is a fee interest. If, after the Close of Escrow, any real estate taxes or possessory interest taxes are assessed against any conveyed parcel Tustin - SchoolsFirst - DDA - 5-28-19 37 City of Tustin / SchoolsFirst FINAL Federal Credit Union pertaining to the period prior to such Close of Escrow, the City agrees to contact the applicable taxing authority and seek recognition and enforcement of its tax exemption. The provisions of this clause b shall survive the termination of this Agreement and the Close of Escrow and shall not be merged with the Quitclaim Deed. (c) Other Expenses. Any expenses relating to the conveyed City Property (other than taxes) shall be prorated on an accrual basis as of the Close of Escrow. The City shall pay all amounts due thereunder which accrue prior to the Close of Escrow, and, unless previously paid by SchoolsFirst, SchoolsFirst shall pay all amounts accruing on the Close of Escrow and thereafter. (d) Method of Proration. All prorations shall be made in accordance with customary practice in Orange County, except as otherwise expressly provided in this Agreement. SchoolsFirst and the City agree to cause a schedule of prorations to be prepared prior to the Close of Escrow. Such prorations, if and to the extent known and agreed upon as of Close of Escrow, shall be paid by SchoolsFirst to the City (if the prorations result in a net credit to the City) or by the City to SchoolsFirst (if the prorations result in a net credit to SchoolsFirst) by increasing or reducing the cash to be paid by SchoolsFirst at the Close of Escrow. Any such prorations not determined or not agreed upon as of the Close of Escrow shall be paid by SchoolsFirst to the City, or by the City to SchoolsFirst, as the case may be, in cash as soon as practicable following the Close of Escrow. A copy of the schedule of prorations as agreed upon by SchoolsFirst and the City shall be delivered to Escrow Holder at least three (3) Business Days prior to the Close of Escrow. All prorations provided for in this clause d shall be on an "actual day" basis and a three hundred sixty-five (365) day year. If any portion of the City Property is part of a larger tax parcel, which as of the Close of Escrow remains unsegregated on the County Tax Assessor's Roll for the coming fiscal year, Escrow Holder shall charge SchoolsFirst and credit the City for taxes and assessments allocated to such portion of the City Property on an acreage basis compared to the acreage for the entire larger unsegregated parcel, which acreage figures for allocation purposes shall be fairly and equitably determined and supplied to Escrow Holder by the City and reasonably approved by SchoolsFirst. The Parties shall cooperate in good faith to cause the conveyed City Property to be separately assessed and segregated in SchoolsFirst's name on the current tax roll at the earliest possible time. 7.4.5 Disbursements and Other Actions by Escrow Holder. At the Close of Escrow and subject to the satisfaction or waiver by the benefited party of the conditions to closing described in Section 7.2 or Section 7.3, as the case may be, and Section 7.4, Escrow Holder shall promptly undertake all of the following in the manner indicated below: (a) Funds. Debit or credit all matters addressed in Section 7.4.1 and prorate all matters addressed in Section 7.4.4 and disburse to the City the Purchase Price (as adjusted by the foregoing debits, credits and prorations) deposited. with Escrow Holder by SchoolsFirst; provided that Escrow Holder shall retain in Escrow (i) from the Purchase Price the amount of Twenty Five Thousand Dollars ($25,000), which amount shall be disbursed to City or SchoolsFirst following Close of Escrow in accordance with Section 8.14 and (ii) the Occupancy Deposit, which amount shall be disbursed to City or SchoolsFirst following Close of Escrow in accordance with Section 12.2.5. Tustin - SchoolsFirst - DDA - 5-28-19 38 City of Tustin / SchoolsFirst FINAL Federal Credit Union (b) Recording. Unless otherwise mutually agreed in writing by the Parties, cause to be Recorded, in the following order, the Memorandum of DDA, the DA (if not previously Recorded), the Quitclaim Deed, the deeds implementing the Lot Line Adjustment, the Special Restrictions, the Landscape Installation and Maintenance Agreement, the CC&Rs and thereafter, any other documents that SchoolsFirst and the City may mutually direct, or that may be required by the terms of this Agreement to be Recorded, obtain conformed copies thereof and distribute same to SchoolsFirst and the City. (c) SchoolsFirst Title Policy. Direct the Title Company to issue SchoolsFirst Title Policy to SchoolsFirst with such endorsements as may be requested by SchoolsFirst consistent with this Agreement. (d) Delivery of Documents to SchoolsFirst and CitX. Deliver to each Party original counterparts (and conformed copies, if applicable) of the Memorandum of DDA and DA (if not previously Recorded), the Quitclaim Deed, the deeds and other instruments, including the certificates of compliance, implementing the Lot Line Adjustment, the Special Restrictions, the Landscape Installation and Maintenance Agreement, the CC&Rs, the License Agreement, the Reimbursement Agreement, the Guaranty, if any, the FIRPTA Affidavit, the California Form 593- W and any other documents (or copies thereof) deposited into Escrow by SchoolsFirst or the City pursuant hereto, and deliver to the Parties a certified copy of their respective Escrow closing statements. (e) Other Actions. Take such other actions as the Parties direct pursuant to mutually executed supplemental Escrow instructions. 7.4.6 Notice. All communications from the Escrow Holder shall be directed to the addresses and in the manner established in Section 16.6 for notices, demands and communications between the Parties. 8. Development of the Development Parcels. 8.1 Scope of Development. 8.1.1 Requirement to Develop the Project. The Scope of Development attached to this Agreement as Attachment 6 sets forth the overall plan for the Project and. development of the City Property, including design, development, and construction of the Improvements upon the City Property and the remainder of the Development Parcels or as otherwise may be required by any Entitlement approval. SchoolsFirst shall develop the Development Parcels in the manner described in and materially consistent with the Scope of Development and in accordance with the Schedule of Performance and the Approved Project Plans, all as further described below. SchoolsFirst shall, as a Condition Precedent to issuance of a Certificate of Compliance by the City, be responsible for Completing all of the Improvements which are the responsibility of SchoolsFirst pursuant to this Agreement. Until the issuance of a Certificate of Compliance, no Person shall be permitted or authorized to undertake the construction of any improvements on the Development Parcels, including the Improvements, unless it shall have first assumed in writing all obligations of SchoolsFirst under this Agreement, for the portion Tustin - SchoolsFirst - DDA - 5-28-19 39 City of Tustin / SchoolsFirst FINAL Federal Credit Union of the Development Parcels in which such Person has an interest, by written assignment and assumption agreement in substantially the form and substance of the Assignment and Assumption Agreement attached to this Agreement as Attachment 12. The construction of the Project shall include installation of those Landscape Improvements required by the Approved Project Plans to be constructed in connection with the Project consistent with the Landscape Installation and Maintenance Agreement. To secure SchoolsFirst's construction of such Landscape Improvements, prior to the Close of Escrow SchoolsFirst shall provide, or cause its contractor to provide, bonds securing its obligations to construct such Landscape Improvements and other on- site and off-site horizontal Improvements. 8.1.2 Control of Development. SchoolsFirst shall have control over the design and layout of the Improvements (including height, shape and location of the buildings, structures and other improvements, size of floor plates, and special landscaping and art features) and over the special uses to be incorporated therein, subject to (a) the approval of the City thereto pursuant to its Governmental Capacity as entitling agency (including the Concept Plan and Design Review and any conditional use permit review which may be necessitated by particular proposed uses or design features) and (b) the design approval provisions set forth in Section 8.5 for the benefit of the City, which are undertaken by the City in its Proprietary Capacity. 8.1.3 Project Development Costs. Within the time period set forth in the Schedule of Performance, SchoolsFirst agrees that it shall design and construct the Project at SchoolsFirst's sole cost and expense as a completely private development project that will be financed in its entirety through private resources and that no part of any construction, demolition, or other work to be carried out on the Development Parcels shall cause the Project to be paid for, either in whole or in part, or in any way subsidized, by any Governmental Authority in any manner that would cause the Improvements to constitute "public work" as defined in California Labor Code Section 1720 et seq. Without limiting the generality of the foregoing, SchoolsFirst hereby agrees that all costs associated with planning, designing, entitling constructing, and financing the Project, preparing the Development Parcels and constructing the Improvements, including all hard costs, soft costs, interest and lender fees, the cost of services, fees, exactions, dedications, cost overruns, profit, overhead, consultants' fees, liens, taxes, legal fees, and wages required to be paid to any person employed by SchoolsFirst, any Successor Owner, or their contractors or subcontractors at each tier shall be the responsibility of SchoolsFirst, all Processing Fees and all other costs and fees described in this Agreement as to be paid by SchoolsFirst (collectively, "Development Costs"), without any cost or liability to the City. 8.1.4 Compliance with Governmental Requirements and Other Requirements. The Project shall be developed and maintained in accordance with this Agreement and all Governmental Requirements of the City, the RDA Plan and the Approved Project Plans. 8.1.5 Completion of Improvements Required. SchoolsFirst shall, as a Condition Precedent to issuance of a Certificate of Compliance by the City, Complete or cause the Completion of all of the Improvements, which are the responsibility of SchoolsFirst pursuant to this Agreement, the Landscape Installation and Maintenance Agreement, the conditions of approval for the Entitlements and the DA (including, if applicable, pursuant to the Reimbursement Tustin - SchoolsFirst - DDA - 5-28-19 40 City of Tustin / SchoolsFirst FINAL Federal Credit Union Agreement attached thereto). Reimbursement to SchoolsFirst, if any, shall be governed by the Reimbursement Agreement. 8.2 Timing and Conditions of Project Development. 8.2.1 Schedule of Performance. Attached hereto as Attachment 5 is a Schedule of Performance which sets forth the schedule for submissions, approvals and actions, including the design and construction of the Improvements. The Parties acknowledge and agree that time is of the essence with respect to the dates set forth in the Schedule of Performance. Following conveyance of the City Property to SchoolsFirst, SchoolsFirst shall promptly begin and thereafter diligently prosecute to completion all steps required by the Schedule of Performance including design, construction and development of the Improvements comprising the SchoolsFirst Headquarters Project within the time specified in the Schedule of Performance. The City may, in its sole discretion and upon written request from SchoolsFirst, extend the time specified in the Schedule of Performance. Any such agreed upon changes shall be within the limitations of the Specific Plan, the Entitlements, and all other Governmental Requirements. To be effective, any extensions shall be requested in writing by SchoolsFirst and evidenced by written notice from the City Manager or designee. 8.2.2 Completion of Improvements. Immediately after Close of Escrow, SchoolsFirst shall promptly begin and thereafter diligently prosecute to Completion the Improvements to be constructed in accordance with the requirements of and within the time periods established by this Agreement, including the Schedule of Performance, the Approved Project Plans, the Entitlements, the Specific Plan, and all other Governmental Requirements, as well as all requirements of private utility purveyors. SchoolsFirst shall Complete the Improvements on or before the date set forth in the Schedule of Performance. 8.2.3 Parkine License. Following the Close of Escrow, SchoolsFirst shall have the right, at its sole cost and expense, and pursuant to a license agreement between the City and SchoolsFirst in substantially the form and substance of the license agreement attached as Attachment 22 or as otherwise approved by the City and SchoolsFirst each in its sole discretion ("License Agreement") to utilize, or to allow its contractors, subcontractors, employees and/or representatives to utilize, parking spaces at the property owned by the City in the location depicted. on an exhibit to Attachment 22 ("License Premises"). From and after the Close of Escrow, SchoolsFirst shall have the right, at any time prior to the earlier of (a) the first anniversary of the Close of Escrow, or (b) September 24, 2020 ("License Start Date") to request that the City execute the License Agreement by delivering to the City two (2) fully executed copies of the License Agreement bearing original signatures of SchoolsFirst. If such request and delivery is received by the City prior to the License State Date the City shall promptly following receipt thereof and confirmation that the document is in good order, cause the License Agreement to be dated as of the date of its execution (effective date) and an original fully executed copy to be returned to SchoolsFirst and the term of the License Agreement shall be for one (1) year from the effective date thereof and thereafter may be extended, if at all, on a month-to-month basis in accordance with its terms. During the term of the License Agreement, SchoolsFirst shall pay on a monthly basis for the number of parking spaces in use during each such month, as determined by City audit or other means acceptable to the City in its reasonable discretion. The monthly charge to Tustin - SchoolsFirst - DDA - 5-28-19 41 City of Tustin / SchoolsFirst FINAL Federal Credit Union SchoolsFirst for the license of parking spaces shall be established by the City on a per space basis based on the then -current market rate for parking spaces at City owned land utilized for parking in the vicinity of the Development Parcels. Use of the License Premises for laydown shall be charged based on the number of parking spaces utilized for such purpose. If the License Agreement has not been executed prior to License Start Date, then the City shall not be obligated to keep any of the License Premises available for SchoolsFirst or to execute a License Agreement, however, should parking spaces at the License Premises be available SchoolsFirst shall have the right to request a month-to-month license of such parking spaces as are available from time to time which shall be memorialized by execution by the City and SchoolsFirst of a license agreement in substantially the form of the License Agreement attached as Attachment 22 (but modified to reflect the month-to-month license and the possibility of limitation on number of spaces available within the License Premises.) During the term of the License Agreement and during any extension thereof, the City shall have the right to among other things, to: (i) enter into request(s) for proposals concerning the License Premises, (ii) negotiate with third parties for any purpose concerning the License Premises, including without limitation, for use, lease, license or disposition of the License Premises, (iii) negotiate and enter into exclusive negotiating agreements, development agreements, purchase agreements, easements, licenses, leases and/or ground leases and other similar documents), (iv) dispose of or ground lease the real property interests of the City in the License Property, and (v) subject to the terms of the License Agreement, provide third parties with the right to access the License Property for due diligence and testing; provided that such agreements, or grant of rights or access shall not interfere with the right of SchoolsFirst to park on the License Premises in accordance with the then applicable terms and conditions of the License Agreement. In addition, SchoolsFirst shall not be responsible for, and shall not be required to indemnify, defend, protect or hold harmless the City or any of the Indemnified Parties (as defined in Section 10.1 below) for third party claims, actions, lawsuits, or other legal actions arising from such third party activities as contemplated or described under the previous sentence of this Section 8.2.3 on the License Premises except for claims, actions, lawsuits or other legal actions arising from the negligent acts, errors, omissions, or willful misconduct of SchoolsFirst or SchoolsFirst's agents or contractors on the License Premises. 8.3 Land Use Matters. 8.3.1 Lot Line Adjustment. SchoolsFirst at its sole cost and expense shall cause each of the City Parcel and the SchoolsFirst Parcel to be legally described and SchoolsFirst, at its sole cost and expense, shall prepare the required deeds and other instruments required to implement the Lot Line Adjustment and shall process the Lot Line Adjustment pursuant to the Subdivision Map Act and the City Code, as each is applicable. The Lot Line Adjustment shall be processed through Escrow at Close of Escrow, with the deeds implementing the Lot Line Adjustment to be Recorded through Escrow following conveyance of the City Property to SchoolsFirst. 8.3.2 Entitlements. The Parties anticipate that the Applicable Approvals will be processed concurrently with City consideration of this Agreement, and as such, that the Applicable Approvals will be in place prior and as a condition precedent to the execution of this Agreement. Nonetheless, it is the responsibility of SchoolsFirst, without cost to the City to apply for all additional Entitlements, including the Master Sign Plan approvals, required to construct the Tustin - SchoolsFirst - DDA - 5-28-19 42 City of Tustin / SchoolsFirst FINAL Federal Credit Union Project upon the Development Parcels, and to process, obtain, and maintain all Entitlements to assure that the design, construction, use, operation, maintenance, repair and replacement of the Improvements is carried out in accordance with the provisions of this Agreement, and is permitted by zoning, all applicable City land use requirements and all other Governmental Requirements. Compliance with CEQA is a legal precondition to any final City action to approve the discretionary Entitlements. Nothing contained in this Agreement shall be deemed to waive the right of the City to act in its Governmental Capacity with respect to the consideration and approval of the Entitlements and all Development Permits requested by SchoolsFirst from time to time in connection with the Project nor shall it entitle SchoolsFirst to any Entitlement or other City approval necessary for the development of the Project, or to the waiver of any applicable City requirements relating thereto, and the failure of the City to issue or approve any Entitlement described in this Agreement, including to certify or approve any CEQA document, to approve any of the Applicable Approvals, conditional use permit or other Entitlement or Development Permit shall not be a default of the City under this Agreement. As part of the Entitlements, SchoolsFirst will prepare and process a Master Sign Plan for review and approval by the City in its Governmental Capacity and Proprietary Capacity, which shall provide the location, size, and details of the signage for the Project and shall be designed in a manner that avoids sign proliferation. SchoolsFirst will undertake view studies as a part of the Master Sign Program if requested by the City. 8.3.3 Agreement Does Not Grant Entitlements. This Agreement does not (a) grant any land use entitlement to SchoolsFirst; (b) supersede, nullify, or amend any condition which may be imposed by the City in its Governmental Capacity in connection with approval of the Project; (c) guarantee to SchoolsFirst or any other party any profits from the development of the Development Parcels; or (d) amend any Governmental Requirements of the City. Nothing in this Agreement shall be construed or interpreted as committing the City to approve or undertake any action or review process or activities that require the independent exercise of discretion by the City, including any approval of any entitlement or permit application for which SchoolsFirst applies for after the date of this Agreement. 8.3.4 Required Entitlements. Development of the Project shall be subject to the following Entitlement review processes of the City: (a) Development Agreement; (b) Concept Plan and Design Review approvals; (c) Lot Line Adjustment; (d) Conditional Use Permits as required by the Specific Plan and/or the City Code and any other approvals to the extent required by the City Code to permit the uses contemplated in the Preliminary Plan or Approved Project Plan (the foregoing, collectively, "Applicable Approvals"); and (e) the Master Sign Plan. Without limiting the foregoing, in developing and constructing the Project, SchoolsFirst shall ensure that the Project complies with all applicable development standards in the Specific Plan, the City Code and with all building codes, landscaping, signage and parking requirements, except as may be permitted through authorized variances and modifications. SchoolsFirst shall use its commercially reasonable efforts to obtain all of the entitlements required for the Project and to cause the Entitlement Approval Date to occur. 8.3.5 City Review of Land Use Applications. Consistent with this Agreement, the City agrees, without cost or other liability to the City or any commitment of the City to approve or conditionally approve any Entitlements required for the full implementation of Tustin - SchoolsFirst - DDA - 5-28-19 43 City of Tustin / SchoolsFirst FINAL Federal Credit Union this Agreement, to assist and cooperate with SchoolsFirst in its efforts to process such Entitlements. The City will seek to expedite review of entitlement applications where reasonably appropriate in order to meet the deadlines set forth in the Schedule of Performance. Without limiting any other provision of this Agreement, SchoolsFirst shall pay all permit fees and other fees and costs normally charged by the City in connection with application for and review and approval of entitlements and permits. 8.3.6 CEQA Requirements. The Parties acknowledge and agree that under CEQA, the City and each Governmental Authority taking a discretionary action with respect to the Project shall be required to consider the applicability of CEQA to its approval thereof. To the extent that the City or any other Governmental Authority determines that CEQA documentation is required in connection with its approval of the Entitlements or the development of the Project, SchoolsFirst shall be responsible, at its own cost and expense, for obtaining CEQA approvals and certifications, if any, required by the City and any other Governmental Authority for development of the Project. SchoolsFirst agrees to cooperate with the City in obtaining information to determine the environmental impact of the Project, if any. SchoolsFirst acknowledges that the City shall prepare any supplemental environmental information, if any, as may need to be completed in order to effect compliance with CEQA, as determined by the City in its sole discretion, and SchoolsFirst shall be responsible to pay all costs incurred by the City to prepare or to cause to its consultants to prepare such environmental documents and shall enter into such agreements to pay such costs as the City shall require. 8.4 Entitlement Conditions. SchoolsFirst acknowledges and agrees that the City in its Governmental Capacity may require satisfaction of certain conditions and dedication of certain property in connection with any approval of any Entitlements. 8.5 Design Approval. 8.5.1 Design Review. It is understood and agreed to by SchoolsFirst that the quality, character and uses proposed for the Project are of particular importance to the City. In furtherance of the development of the Project and the foregoing, the City, acting in its Governmental Capacity, shall require Concept Plan and Design Review approval as part of the Entitlements. In addition, in its Proprietary Capacity as the current owner of the real property that is the subject of this Agreement, the City will require review and approval of the Basic Concept Plan for the Project as further set forth in this Section 8.5. Review of design documents by the City in its Proprietary Capacity only shall be subject to time periods set forth below. 8.5.2 Plan Development and Cost. All plans and specifications for the Project shall be prepared by SchoolsFirst at SchoolsFirst's sole cost and expense and subject to the requirements set forth in this Article 8. 8.5.3 Process for Governmental Review. The Parties acknowledge that the City shall have the right to review all plans, specifications and submissions, including any changes therein, through its normal plan review and Entitlement process and that the City may exercise its governmental discretion in review of any of the plans, specifications and submissions. SchoolsFirst has previously submitted to the City a preliminary site plan for the Project (the Tustin - SchoolsFirst - DDA - 5-28-19 44 City of Tustin / SchoolsFirst FINAL Federal Credit Union "Preliminary Plan"), a copy of which is attached as Attachment 7, graphically depicting the overall plan for development of the Improvements on the Development Parcels. Within the timeframe shown in the Schedule of Performance, SchoolsFirst shall submit for approval by the City in its Governmental Capacity, final design drawings and related documents conforming to the requirements of the City Code and including the required contents listed in Chapter 5 of the Specific Plan. The Community Development Department is authorized pursuant to City Code to approve minor changes to building plans after approval by the City provided such changes do not significantly reduce the quality of the development concept or the design and materials to be used in enhancing the architecture and aesthetics of the Improvements. 8.5.4 Coordination. SchoolsFirst and the Project Architect shall meet with representatives of the City to review and come to a clear understanding of the planning and design criteria required by the City. During the preparation of all plans and specifications for the Project, staff of the City and SchoolsFirst shall hold regular progress meetings to coordinate the preparation of, submission to, and review of such plans. The staff of the City and SchoolsFirst shall communicate and consult as frequently as necessary to facilitate prompt and speedy consideration of SchoolsFirst's submittals. 8.5.5 Proprietary Review. The City in its Proprietary Capacity shall have the right of reasonable architectural review of all Basic Concept Plans in accordance with Section 8.5.6, including with respect to exterior elevations, exterior materials (including selections and colors) and the size, bulk and scale for all buildings comprising portions of the Project, including the Credit Union Branch Building. SchoolsFirst acknowledges and agrees that the City's Community Development Department is responsible for reviewing the working drawings and issuing recommendations with respect to the appropriate Entitlements. The exercise by the City Manager's office of its right to inspect or review the concept plans, drawings and related documents for development of the Project: (a) shall be an exercise of the City's Proprietary Capacity and not its Governmental Capacity; (b) shall not constitute an approval by the City of any Entitlements; (c) shall not constitute a determination by the City of the engineering or structural design, sufficiency or integrity of the improvements contemplated by such plans, drawings and related documents; and (d) shall not constitute a determination by the City of the compliance of such plans, drawings and related documents with any applicable building codes, safety features and standards. Any inspection or approval of plans and drawings made or granted pursuant to this Agreement shall not constitute an inspection or approval of the quality, adequacy or suitability of such plans, specifications or drawings, nor of the labor, materials, services or equipment to be furnished or supplied in connection therewith. SchoolsFirst acknowledges and agrees that the City in its Proprietary Capacity may approve or disapprove Basic Concept Plans and design review plans in order to satisfy the City's obligation to promote the sound development and redevelopment of land, to promote a high level of design that will impact development surrounding the Project, and to provide an environment for the social, economic and psychological growth and well-being of the citizens of the City and that the City is not constrained or limited to act solely within its governmental discretion, authority, or capacity. SchoolsFirst shall not be entitled to damages or compensation as a result of the City's disapproval, conditional approval, or failure to approve or disapprove Basic Concept Plans in its Proprietary Capacity. Tustin - SchoolsFirst - DDA - 5-28-19 45 City of Tustin / SchoolsFirst FINAL Federal Credit Union 8.5.6 Process for Proprietary Review. Prior to submittal of the Entitlement application to the City Community Development Department, SchoolsFirst shall submit two sets of Basic Concept Plans for the Improvements to the City Economic Development Department. Such sets of Basic Concept Plans shall be submitted in writing over the signature of SchoolsFirst or a representative duly authorized by SchoolsFirst in writing SchoolsFirst may submit such Basic Concept Plans first to the City Economic Development Department or concurrently to that Department and, as part of its Entitlement application, to the City Community Development Department. The Economic Development Department shall conclusively be deemed to have given its approval to such sets of Basic Concept Plans unless, prior to fifteen (15) Business Days after its receipt of such sets of Basic Concept Plans, the Economic Development Department gives written notice of disapproval to SchoolsFirst specifying in reasonable detail each item disapproved and the reasons for such disapproval. Upon disapproval, SchoolsFirst shall have the right, within sixty (60) calendar days after its receipt of the Economic Development Department's notice of disapproval, to terminate this Agreement, in which event the Purchase Price Deposit shall be refunded to SchoolsFirst, or to make changes in response to the Economic Development Department's notice of disapproval and resubmit such Basic Concept Plans to the City for review and approval in accordance with the provisions of this Section 8.5.6 (and in such case the City's review period shall be ten (10) Business Days). Following approval of the Basic Concept Plans as set forth in this Section, any modifications to the Basic Concept Plans requested by SchoolsFirst shall be, subject to the same process for proprietary review, except that (a) if the Economic Development Department fails to have responded to the modified Basic Concept Plans within fifteen (15) Business Days after its receipt of such sets of Basic Concept Plans, the City shall have been deemed to disapprove the modified Basic Concept Plans; (b) SchoolsFirst's right to terminate this Agreement for such reason shall apply only prior to the Close of Escrow; and (c) in the event of termination of this Agreement by SchoolsFirst due to City disapproval of the modified Basic Concept Plans, the City shall retain the Purchase Price Deposit. 8.5.7 Approved Proiect Plans. Upon (a) approval by the City in its Governmental Capacity of the Entitlements as described in this Article 8. (b) approval by the City in its Proprietary Capacity of the Basic Concept Plan under Section 8.5.5; and (c) approval of construction level drawings by the City in its Governmental Capacity, then such approved plans and drawings for the SchoolsFirst Headquarters Project (collectively the "Approved Project Plans") shall govern development of the Improvements on the Development Parcels. In addition to any other rights to approve or disapprove the construction level drawings in its Governmental Capacity, the City may disapprove such documents if they are not consistent with the Entitlements and the Basic Concept Plan previously approved, do not represent a logical or commercially reasonable implementation thereof, and/or do not provide for construction of the same square footage as set forth therein. SchoolsFirst shall not construct any Improvements on the Development Parcels unless the same are shown in the Approved Project Plans or unless the prior written consent of the City in its Proprietary Capacity and, if necessary, the approval of the City in its Governmental Capacity are obtained to any modification thereof. To the extent of any inconsistencies between the plans identified in the Scope of Development or the Preliminary Plans and the Approved Project Plans, the Approved Project Plans shall govern and control as to the development of the Development Parcels. Tustin - SchoolsFirst - DDA - 5-28-19 46 City of Tustin / SchoolsFirst FINAL Federal Credit Union 8.5.8 Exculpation. The City shall not be liable in damages to SchoolsFirst or to any owner, lessee, any licensee or other Person, on account of (a) any approvals or disapproval by the City, including by the City Manager or' designee whether made in the Governmental or Proprietary Capacity of the City of any design documents, including any Basic Concept Plan submittal, whether or not defective or whether or not in compliance with applicable laws or ordinances; (b) any construction, performance or nonperformance by SchoolsFirst or any owner, lessee, licensee or other Person of any work on the Development Parcels, whether or not pursuant to Approved Project Plans or whether or not in compliance with applicable laws or ordinances; (c) any mistake in judgment, negligence, action or omission in exercising its rights, powers and responsibilities hereunder; and/or (d) the enforcement or failure to enforce any of the provisions of this Agreement. Every Person who makes design submittals for approval agrees by reason of such submittal, and SchoolsFirst and every Successor Owner of Development Parcels or any portion thereof agrees by acquiring title thereto or an interest therein, not to bring any suit or Action against the City seeking to recover any such damages and expressly waives any such Claim or cause of action for such damages which it would otherwise be entitled to assert. The review of any design submittals shall not constitute the assumption of any responsibility by, or impose any liability upon, the City as to the accuracy, efficacy, sufficiency or legality thereof nor decrease or diminish any liability, duties, responsibilities, or obligations of SchoolsFirst under this Agreement or otherwise. The provisions of this Section 8.5.8 shall survive the termination of this Agreement. 8.5.9 No Supervision or Control. The City (whether acting in its Governmental Capacity or its Proprietary Capacity) does not have any right, and hereby expressly disclaims any right, of supervision or control over the architects, designers, engineers or persons responsible for drafting or formulating of the plans, drawings and related documents of SchoolsFirst. 8.6 Financial Status. 8.6.1 Financial Capability. After the Close of Escrow, and thereafter until issuance of the Certificate of Compliance, SchoolsFirst shall continue to be responsible for demonstrating to the City.the financial capacity of SchoolsFirst and the capability of SchoolsFirst to perform its obligations under this Agreement. In addition to the requirements set forth in Sections 4.6.1 and 4.6.2, within thirty (30) calendar days following the Close of Escrow, and thereafter upon request of the City, SchoolsFirst shall submit such financial information of SchoolsFirst as the City may reasonably request. If the City is not reasonably satisfied with the financial status of SchoolsFirst or the proposed joint venture development entity following review of the aforesaid financial information, the City shall be entitled to obtain the financial information of other members and/or partners of the proposed development entity (and their respective members, partners, shareholders and/or other owners at each tier until substantial assets are identified). SchoolsFirst shall identify with specificity any submitted documents which SchoolsFirst wants the City to maintain as confidential documents and a statement as to why the request is consistent and complies with the provisions of the Public Records Act of the State of California. The City shall not disseminate such information and shall take all reasonable steps to maintain such confidentiality, including maintenance of such documents at a non-public location, unless otherwise required by law. The City's staff, agents, negotiators and consultants may review Tustin - SchoolsFirst - DDA - 5-28-19 47 City of Tustin / SchoolsFirst FINAL Federal Credit Union the statements as necessary as long as such parties agree to maintain the confidentiality of such statements. 8.6.2 Additional Information. SchoolsFirst understands and agrees that the City reserves the right at any time to reasonably request from SchoolsFirst additional information, including information, data and commitments to ascertain the depth of the capability and desire of SchoolsFirst or other equity participants, to develop the Project expeditiously. 8.6.3 GuaranjE. Any Guaranty (or, if applicable, any replacement Guaranty) provided to the City pursuant to this Agreement shall not be amended, modified or terminated prior to issuance of a Certificate of Compliance without the prior written consent of the City in its sole discretion. 8.7 Construction Covenants. With respect to construction of the Project, SchoolsFirst hereby covenants and agrees as follows: (a) SchoolsFirst shall maintain throughout the term of this Agreement, sufficient equity capital necessary to (i) pay through Completion, all costs of development, construction, operation and management of all the Improvements as defined in the Scope of Development; and (ii) enable SchoolsFirst to perform and satisfy all the covenants of SchoolsFirst contained in this Agreement, the Landscape Installation. and Maintenance Agreement, the Reimbursement Agreement and the Special Restrictions. SchoolsFirst shall not undertake any additional project if it could reasonably be expected to jeopardize the sufficiency of any equity capital for the purposes expressed in the preceding sentence. (b) The development of the Project shall be done in a professional and competent manner. SchoolsFirst shall perform all work required to Complete the Project and related work in accordance with the Approved Project Plans, all Governmental Requirements and at the level of quality set forth in the Scope of Development and Section 1.2.3 and Article 12. (c) SchoolsFirst shall be responsible for the timeliness and quality of all work performed and materials and equipment furnished in connection with the Project, whether the work, materials and equipment are performed and furnished by SchoolsFirst or through subcontractors, sub -subcontractors (of all tiers) and suppliers. (d) SchoolsFirst shall, within sixty (60) calendar days of obtaining actual knowledge of the same, promptly cause to be removed or bonded against (such bonding to be by the provision of bonds satisfying California statutory requirements) any and all mechanic's liens, stop notices and/or bonded stop notices that are Recorded and/or served by subcontractors, sub -subcontractors (of all tiers) and suppliers in connection with the Project. (e) Subject to Section 8.2.1, SchoolsFirst shall commence the development of the Project promptly and shall diligently pursue to Completion and shall Complete development of the Project in accordance with the time periods set forth in the Schedule of Performance and in all events, on or before the dates set forth. for Completion of the Project set forth in the Schedule of Performance. 8.8 City Rights of Access. In addition to any rights it may have in its Governmental Capacity, representatives of the City shall have the reasonable right of access to all portions of the Tustin - SchoolsFirst - DDA - 5-28-19 48 City of Tustin / SchoolsFirst FINAL Federal Credit Union Development Parcels, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including the inspection of the work being performed in constructing the Improvements. The City agrees to indemnify, defend and hold SchoolsFirst harmless for any and all Claims, liability and damages arising out of any such non- governmental inspection or other activity on the Development Parcels by the City, or its agents, employees or contractors permitted pursuant to this Section 8.8, except to the extent caused by the negligence or willful misconduct of SchoolsFirst. 8.9 Disclaimer of Responsibility by City. The City neither undertakes nor assumes nor will have any responsibility or duty to SchoolsFirst, any Successor Owner or to any other third party to review, inspect, supervise, pass judgment upon or inform SchoolsFirst, any Successor Owner or any third party of any matter in connection with the development or construction of Improvements, whether regarding the quality, adequacy or suitability of the plans, any labor, service, equipment or material furnished for development of the Project, any person furnishing same, or otherwise and in no event shall any action or inaction by the City with respect to the foregoing be deemed to be active negligence or expose the City to any liability or limit any indemnity in favor of the City under this Agreement on such basis. SchoolsFirst, any Successor Owner and all third parties shall rely upon its or their own judgment regarding such matters, and any review, inspection, supervision, exercise of judgment or information supplied to SchoolsFirst, any Successor Owner or to any third party by the City in connection with such matter is for the public purpose of developing the Project, and neither SchoolsFirst nor any Successor Owner nor any third party is entitled to rely thereon. 8.10 Local, State and Federal Laws. SchoolsFirst shall carry out the construction of the Project, including all Improvements, subject to Section 8.1.4 and in conformity with all Governmental Requirements, including all applicable federal and State labor laws and regulations and shall investigate the applicability of and, if and to the extent applicable, pay prevailing wages meeting the requirements of such laws and regulations; provided, however, that SchoolsFirst reserves the right to reasonably contest such laws and regulations. SchoolsFirst hereby agrees that, with respect to the Project, SchoolsFirst shall be fully responsible for determining whether the foregoing wage requirements are applicable and agrees to indemnify, defend and hold the City and its elected and appointed officials, employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns free and harmless from and against any and all Claims arising from or related to compliance by SchoolsFirst or SchoolsFirst's officers, directors, employees, agents, representatives, consultants and/or contractors (at every tier) in construction of the Project with the prevailing wage requirements imposed by any applicable federal and State labor laws. 8.11 Taxes, Assessments, Encumbrances and Liens. SchoolsFirst shall pay when due and prior to delinquency all real estate taxes and assessments assessed and levied on or against all portions of the Development Parcels subsequent to the conveyance of the City Property by the City to SchoolsFirst. SchoolsFirst shall not place, or allow to be placed, on its interests in the Development Parcels, Improvements, or any portion thereof, any Mortgage or encumbrance of lien not authorized by this Agreement. SchoolsFirst shall remove, or shall have removed, any levy or Attachment made on its interests in the Development Parcels or any portion thereof. Nothing contained in this Agreement shall be deemed to prohibit SchoolsFirst from contesting the validity or amount of any tax, assessment, encumbrance or lien, or to limit the remedies available to Tustin - SchoolsFirst - DDA - 5-28-19 49 City of Tustin / SchoolsFirst FINAL Federal Credit Union SchoolsFirst in respect thereto. SchoolsFirst shall promptly cause to be removed or bonded against (such bonding to be by the provision of bonds satisfying California statutory requirements) any and all such taxes, assessments, encumbrances and/or liens. SchoolsFirst hereby agrees to indemnify, defend and hold the City and its elected and appointed officials, employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns free and harmless from and against any and all Claims arising from failure to pay for construction of Improvements or other work related to the Project including costs to remove or bond mechanic's liens, stop notices and/or bonded stop notices that are Recorded and/or served by subcontractors, sub -subcontractors (of all tiers) and suppliers with respect to construction of hnprovements or performance of work with respect to the Project. 8.12 SchoohFirst's Agreement Regarding Proiect Infrastructure. SchoolsFirst acknowledges and agrees that it shall be responsible for design and construction at SchoolsFirst's sole cost and expense of certain infrastructure to support the development of the Project described in the Scope of Development attached to this Agreement as Attachment 6, as well as all items of infrastructure required by the City in connection with the Entitlements, including roadway improvements; traffic and circulation mitigation to support the Project; domestic and reclaimed water; sewer; telemetry; utilities (electricity, gas, telephone, cable, telecommunications, etc.) and the Landscape Installation and Maintenance Agreement. Such work shall be carried out in accordance with (a) the Scope of Development and the Schedule of Performance; (b) plans and specifications prepared by SchoolsFirst and approved by the City; (c) all Governmental Requirements; and (d) where applicable, the Landscape Installation and Maintenance Agreement. Improvements in the public right of way shall require that SchoolsFirst apply for encroachment permits which shall be issued by the City in its Governmental Capacity. 8.13 Development Fees, Processing Fees and Other Fees and Assessments. In connection with its development of the Development Parcels, SchoolsFirst acknowledges that the Development Parcels will be subject to applicable development fees as may be further described in the DA between the City, acting in its Governmental Capacity pursuant to Government Code Section 65864 et seq., and SchoolsFirst. Subject to the terms and provisions of the DA, SchoolsFirst shall pay (a) all City development and impact fees, and (b) all fees and deposits required of SchoolsFirst for processing entitlement applications, complying with provisions of CEQA or its State CEQA implementing regulations and all other typical processing fees and costs charged by the City for the processing of entitlements, plans and specifications, permits and inspection costs ("Processing Fees") as required by the DA, or if not vested under or modified by the DA, standard City requirements, and nothing herein shall limit the applicability of any increases in development fees or Processing Fees to SchoolsFirst. SchoolsFirst acknowledges and agrees that in addition to City fees, fees may be imposed by other Governmental Authorities with jurisdiction over the Project and/or the Development Parcels and payment of any such fees and assessments shall be at SchoolsFirst's sole cost. 8.14 Allocation of Costs for Abandoned Underground Materials and Utilities. It is anticipated that there will be abandoned underground materials and utilities remaining within and below the surface of the City Property ("Underground Materials") which will be removed by SchoolsFirst as part of its construction of the Project ("Underground Removal Work"). The City agrees that it shall pay to SchoolsFirst one-half of the cost incurred by SchoolsFirst to remove the Tustin - SchoolsFirst - DDA - 5-28-19 50 City of Tustin / SchoolsFirst FINAL Federal Credit Union Underground Materials on the City Property up to a maximum payment by the City of Twenty - Five Thousand Dollars ($25,000) ("Underground Materials Funds"). At Close of Escrow, Escrow Holder shall retain in Escrow the amount of Twenty -Five Thousand Dollars ($25,000) which sum shall be disbursed as follows: (a) Prior to commencement of the Underground Removal Work, SchoolsFirst shall submit a scope of work and budget to the City for such work, provided by a licensed contractor experienced in performance of removal of similar underground materials and utilities. SchoolsFirst shall not commence the Underground Removal Work unless and until City approves the scope of work and budget. If submittal will not result in delay or added expense, SchoolsFirst shall submit all change orders for the Underground Removal Work to City for approval prior to execution of same, however, to the extent change orders are the result of field orders or other matters for which obtaining City approval would result in added delay or expense, SchoolsFirst shall have the right to authorize such change orders without the prior approval of City and City shall be obligated to pay such amounts, notwithstanding that such change order did not receive prior City approval, provided City determines, in its reasonable discretion, following issuance of the change order that such change order request is reasonable and appropriate in the context of the Underground Removal Work. (b) Upon completion of the Underground Removal Work, SchoolsFirst shall submit to City and Escrow Holder invoices for the actual costs (without markup) incurred by SchoolsFirst for the Underground Removal Work ("Underground Materials Costs") which shall be consistent with the scope of work and budget, and if applicable, change orders approved by the City. Within ten (10) Business Days following its receipt of invoices, the City shall either confirm that the Underground Materials Costs are consistent with the approved scope of work and budget (including change orders), in which event it shall approve such invoices, or City shall provide written notice of disapproval to SchoolsFirst and Escrow Holder specifying its reasons for such disapproval. (c) Upon approval by the City of the Underground Materials Costs and submitted invoices, Escrow Holder shall pay to SchoolsFirst from the Underground Materials Funds, an amount equal to one-half of the Underground Materials Costs up to a maximum total payment equal to the Underground Material Funds (i.e., the maximum total payment by the City, notwithstanding any change orders or field orders, shall not exceed. $25,000) provided that Escrow Holder shall not pay any such amounts Underground Materials Funds to SchoolsFirst, and shall promptly return such funds to the City if City provides notice to Escrow Holder that City has exercised the Right of First Offer or that this Agreement has terminated. Funds remaining in Escrow following payment of the approved invoices, exercise by the City of the Right of First Offer or termination of this Agreement shall be promptly returned to the City. 9. Certificate of Compliance. 9.1 Certificate of Compliance Defined. After (a) Completion of all construction and. development required to be undertaken by SchoolsFirst in conformity with this Agreement and in accordance with the Schedule of Performance, and (b) satisfaction by SchoolsFirst of the Conditions Precedent set forth below, in each case to the satisfaction of the City in its reasonable discretion, the City shall deliver to SchoolsFirst or its Successor Owner owning fee title to the Tustin - SchoolsFirst - DDA - 5-28-19 51 City of Tustin / SchoolsFirst FINAL Federal Credit Union Development Parcels, upon request therefor by SchoolsFirst or such Successor Owner, a Certificate of Compliance in Recordable form upon satisfaction of the Conditions Precedent to issuance thereof set forth in Section 9.4.2(a) through (h). The Certificate of Compliance shall be in substantially the form and substance of the Certificate of Compliance set forth on Attachment 11. 9.2 Conclusive Presumption from Certificate of Compliance. The Certificate of Compliance shall be, and shall so state, conclusive determination of satisfactory completion of the obligations of SchoolsFirst pursuant to this Agreement with respect to the Development Parcels. 9.3 Not Evidence. Issuance by the City of a Certificate of Compliance shall not constitute evidence of compliance with or satisfaction of any obligation of SchoolsFirst to any issuer of a Mortgage securing money loaned to finance the Improvements, nor any part thereof. Such Certificate of Compliance is not notice of completion as referred to in Section 8182 of the California Civil Code. 9.4 Conditions to Issuance of Certificate of Compliance. 9.4.1 Generally. Upon satisfaction of the Conditions Precedent set forth in Section 9.4.2, and submittal by SchoolsFirst to the City of evidence of such satisfaction satisfactory to the City, the City shall furnish SchoolsFirst with a Certificate of Compliance for the Project upon written request therefor by SchoolsFirst. After the Recording of a Certificate of Compliance, any Person then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in Development Parcels or any portion thereof against which such Certificate of Compliance was Recorded shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement with respect to such Improvements, except that such Party shall continue be bound by releases contained in Section 4.5.3 and. by the indemnities, covenants, conditions and restrictions contained in Sections 4.6.9(b), 5.5, 6.1, 8.10, 8.11, 10.1, 10.2, and 16.12 and the Other Agreements. Issuance of the Certificate(s) of Compliance shall not waive any rights or Claim that the City may have against any party for latent or patent defects in design, construction or similar matters under any applicable law, nor shall it be evidence of satisfaction of any of SchoolsFirst's obligations to others not a party to this Agreement. Each Certificate of Compliance shall be in such form as to permit it to be Recorded. 9.4.2 Conditions Precedent. The City shall not be obligated to issue a Certificate of Compliance, unless and until each of the following has occurred (the "Conditions Precedent"): (a) final inspection of the Improvements by or on behalf of the City and determination by the City that all Improvements required in connection with the Project (but specifically excluding the Credit Union Branch Building) have been Completed in conformance with this Agreement, the Approved Project Plans and all Governmental Requirements; (b) issuance of a certificate of substantial completion for the Project including all Improvements (but specifically excluding the Credit Union Branch Building) as applicable, by the Project Architect; Tustin - SchoolsFirst - DDA - 5-28-19 52 City of Tustin / SchoolsFirst FINAL- Federal Credit Union (c) issuance of final certificates of occupancy by the City for the Office Building and the Parking Structure; (d) release or bonding in accordance with California law of all liens or rights to Record liens from the general contractor and all subcontractors having served valid preliminary twenty (20) day notices, or the endorsements to their respective Mortgagee's title insurance policies, and the statutory period for filing liens having expired; (e) payment by SchoolsFirst to the City of all funds then owing to the City under this Agreement and, if applicable, the Landscape Installation and Maintenance Agreement, the Reimbursement Agreement and the Special Restrictions; (f) no Potential Default or Material Default by SchoolsFirst shall have occurred and be continuing; (g) SchoolsFirst shall have timely complied fully with the Occupancy Requirement or shall have timely paid in full the amount due under Section 12.2 for failure to have complied with the Occupancy Requirement and (h) satisfaction of all obligations of SchoolsFirst under the License Agreement. 9.4.3 City Obligations. The City shall not unreasonably withhold or delay issuance of a Certificate of Compliance. If the City refuses or fails to issue the Certificate of Compliance after written request from SchoolsFirst, provided each of the conditions established in Section 9.4.2 applicable thereto have been satisfied, the City shall, within ten (10) Business Days of the written request, provide a written statement which details the reasons the City refused or failed to issue the Certificate of Compliance. The statement shall also contain a statement of the actions that SchoolsFirst must take to obtain a Certificate of Compliance. The City shall cause the Certificate of Compliance to be Recorded against the Development Parcels within five (5) Business Days following its issuance of the Certificate of Compliance. 9.4.4 Effect of Certificate of Compliance. Upon Recording of the Certificate of Compliance, this Agreement shall terminate and shall be of no further force and effect, except that such termination shall have no effect on the Quitclaim Deed, the Landscape Installation and Maintenance Agreement, the DA, the Reimbursement Agreement, the CC&Rs or the Special Restrictions, each of which shall survive in accordance with its terms. 10. Indemnification and Environmental Provisions. 10.1 SchoolsFirst's Indemnification. As a material part of the consideration for this Agreement, and to the maximum extent permitted by law, SchoolsFirst shall indemnify, protect, defend, assume all responsibility for and hold harmless the City and its appointed and elected officials, agents, attorneys, affiliates, employees, contractors and representatives (collectively referred to as the "Indemnified Parties"), with counsel selected by SchoolsFirst after good faith consultation with the City to ensure the proposed legal counsel has the professional expertise and experience to demonstrate they are well-qualified to defend the City against the Claim(s), from and against any and all Claims resulting or arising from or in any way connected with the following; provided, however, that SchoolsFirst shall not be responsible for (and such indemnity Tustin - SchoolsFirst - DDA - 5-28-19 53 City of Tustin / SchoolsFirst FINAL Federal Credit Union shall not apply to the extent of) the sole active negligence or willful misconduct of the Indemnified Parties: (a) SchoolsFirst's marketing, sale or use of the Development Parcels in any way; (b) All acts and omissions of SchoolsFirst in connection with the Project, the Development Parcels, or any portion of any of the foregoing; (c) Any plans or designs for Improvements prepared by or on behalf of SchoolsFirst, including any errors or omissions with respect to such plans or designs; (d) Any loss or damage to the City resulting from any inaccuracy in or breach of any representation or warranty of SchoolsFirst, or resulting from any breach or default, including Material Default, by SchoolsFirst, under this Agreement; and (e) Any development or construction of any Improvements by SchoolsFirst, whether regarding the quality, adequacy or suitability of the plans, any labor, service, equipment or material furnished to the Development Parcels, any person furnishing the same, or otherwise. 10.2 Environmental Indemnity. Subject to the obligation of City to pay the Underground Materials Costs set forth in this Agreement, as a material part of the consideration for this Agreement, and effective as to the Development Parcels, including the City Property, and any portion thereof, upon SchoolsFirst's acquisition of fee title to the City Property, SchoolsFirst on behalf of itself and Successor Owners and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner, hereby agrees that SchoolsFirst and each Successor Owner shall, to the maximum extent permitted by law, indemnify, protect, defend with counsel selected by SchoolsFirst after good faith consultation with the City to ensure the proposed legal counsel has the professional expertise and experience to demonstrate they are well-qualified to defend the City against the Claim(s), assume all responsibility for and hold harmless the 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, treatment, transportation and/or disposal of any Hazardous Materials on, in, under, from, about or adjacent to any portion or portions of the Development Parcels, regardless of whether any such condition is known or unknown now or upon acquisition and regardless of whether any such condition pre-exists acquisition or is subsequently caused, created or occurring, provided, however, that neither SchoolsFirst nor any Successor Owner shall be responsible for (and such indemnity shall not apply to) to the sole active negligence or willful misconduct of the Indemnified Parties. 10.3 Duration of Indemnities. The indemnities set forth in this Article 10 shall survive the Close of Escrow and the termination of this Agreement and shall not be merged with the Quitclaim Deed, shall run with the Development Parcels, shall be included in the Special Restrictions and shall be binding upon SchoolsFirst and Successor Owners, and, to further evidence its effectiveness with respect to Successor Owners of the Development Parcels, shall be included in its entirety in Special Restrictions. 10.4 Claim Response. In the event that any Environmental Agency or other third party brings, makes, alleges, or asserts a Claim, arising from or related to any actual, threatened, or Tustin - SchoolsFirst - DDA - 5-28-19 54 City of Tustin / SchoolsFirst FINAL Federal Credit Union suspected Release of Hazardous Materials on or about the Development Parcels, including any Claim for Investigation or Remediation on the Development Parcels, or such Environmental Agency or other third party orders, demands, or otherwise requires that any Investigation or Remediation be conducted on the Development Parcels, SchoolsFirst shall promptly upon its receipt of notice thereof, notify the City in writing and hereafter shall promptly and responsibly respond to such Claim. Further, upon receipt of such Claim, order, demand or requirement, SchoolsFirst shall (a) take such reasonable measures, as necessary or appropriate, to reasonably dissuade such Environmental Agency or other third party from bringing, making, alleging, or asserting any Claim against the City arising from or related to any actual, threatened, or suspected Release of Hazardous Material on or about the Development Parcels, including any Claim for Investigation or Remediation on the Development Parcels, and (b) request that the Environmental Agency not issue any order, demand, or requirement to the City under any of the Environmental Laws, or any other local, regional, State or federal law, or seek penalties or take other punitive Action against the City in connection with, arising from, or related to any actual, threatened, or suspected Release of Hazardous Material on or about the Development Parcels, including any Investigation or Remediation on or about the Development Parcels. 10.5 Release Notification and Remedial Actions. If, after Close of Escrow, any Release of a Hazardous Material is discovered on the Development Parcels and regardless of the cause, SchoolsFirst shall promptly (a) provide written notice (or in the event of emergency, telephonic notice, followed by written notice) of any such Release to the City, and (b) at SchoolsFirst's sole risk and expense and solely under the name of SchoolsFirst (but without prejudice to SchoolsFirst's or the City's rights against any responsible party): (i) remove, treat, and dispose of the released Hazardous Material on the Development Parcels in compliance with and to the extent required by each and every applicable Environmental Law, or if such removal is prohibited by any Environmental Laws, take whatever action is required by any Environmental Law; (ii) take such other action as is necessary to have the full use and benefit of the Development Parcels as contemplated by this Agreement; and (iii) provide the City with satisfactory evidence of the actions taken as required in this Section 10.5. 11. Insurance. 11.1 Required Insurance. Without limiting the City's rights to indemnification, SchoolsFirst shall procure and maintain, at its own cost and expense, and furnish or cause to be furnished to the City, evidence of the following policies of insurance naming SchoolsFirst as insured and, except for automobile insurance and workers' compensation insurance, the City as additional insured. All such insurance shall be kept in force with respect to the Development Parcels until the issuance by the City of the Certificate of Compliance. 11.1.1 Liability Insurance. Commencing `upon the Effective Date, SchoolsFirst shall maintain or cause to be maintained commercial general liability and automobile insurance to protect against loss from liability imposed by law for damages on account of personal injury, including death, suffered or alleged to be suffered by any person or persons whomsoever on or about the Development Parcels and the business of SchoolsFirst on the Project, or in connection with the operation thereof, resulting directly or indirectly from any acts or activities of SchoolsFirst or anyone directly or indirectly employed or contracted with or acting for Tustin - SchoolsFirst - DDA - 5-28-19 55 City of Tustin / SchoolsFirst FINAL Federal Credit Union SchoolsFirst, or under its respective control or direction, and also to protect against loss from liability imposed by law for damages to any property of any person occurring on or about the Development Parcels or related to the Project and the business of SchoolsFirst on the Development Parcels, or in connection with the operation thereof, caused directly or indirectly by or from acts or activities of SchoolsFirst or any Person acting for SchoolsFirst, or under its control or direction. Such insurance shall also provide for and protect the City against incurring any legal cost in defending Claims for alleged loss. Such insurance shall be maintained in full force and effect until issuance of a Certificate of Compliance for the Project and so long thereafter as necessary to cover any Claims of damages suffered by persons or property prior to issuance of a Certificate of Compliance for the Project, resulting from any acts or omissions of SchoolsFirst, SchoolsFirst's employees, agents, contractors, suppliers, consultants or other related parties. The amount of insurance required hereunder shall include comprehensive general liability, personal injury and automobile liability with limits of at least Two Million Dollars ($2,000,000) combined single limit per occurrence. The insurance shall be issued by a company authorized by the Insurance Department of the State of California. and rated A -VII or better (if an admitted carrier) or A -X (if offered, by a surplus line broker), by the latest edition of Best's Key Rating Guide, except that the City will accept workers' compensation insurance rated B -VIII or better or from the State Compensation Fund. Subject to the prior approval of the City Attorney and the City Risk Manager, such insurance may be provided by an umbrella insurance policy otherwise meeting the requirements of Article 11 of this Agreement. 11.1.2 Endorsement/Certificate; Effect. An Accord certificate evidencing the foregoing and providing the following endorsements signed by the authorized representative of the underwriter and approved by the City shall be delivered as a condition to the Close of Escrow and annually upon renewals of each policy until issuance of a Certificate of Compliance for the Project. The endorsements shall provide as follows: (a) designate "the City of Tustin and the Successor Agency to the Tustin Community Redevelopment Agency, and their respective elected and appointed officials, agents, representatives and employees" as additional insured on the commercial, general and automobile policies; (b) the commercial general and automobile liability insurance coverages shall each be primary, and not contribute with any insurance or self-insurance maintained by the City; and (c) a waiver of subrogation for the benefit of the City, the Tustin Finance Authority and the Successor Agency to the Tustin Community Redevelopment Agency, and their respective elected and appointed officials, agents, representatives and employees. The procuring of such insurance and the delivery of policies, certificates or endorsements evidencing the same shall not be construed as a limitation of SchoolsFirst's obligation to indemnify the City, its consultants, officers and employees. 11.1.3 Workers' Compensation Insurance. Commencing upon the Effective Date, SchoolsFirst shall obtain, and thereafter maintain or cause to be maintained, workers' compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the workers' compensation laws now in force in California, or any laws hereafter enacted as an amendment or supplement thereto or in lieu thereof. Such workers' compensation insurance shall cover all persons employed by SchoolsFirst in connection with the Project and shall cover liability within statutory limits for compensation under any such act aforesaid, based upon death or bodily injury Claims made by, for or on behalf of any person incurring or suffering injury or death in connection Tustin - SchoolsFirst - DDA - 5-28-19 56 City of Tustin / SchoolsFirst FINAL Federal Credit Union with the Project or the operation thereof by SchoolsFirst. Notwithstanding the foregoing, SchoolsFirst may, in compliance with the laws of the State of California and in lieu of maintaining such insurance, self -insure for workers' compensation in which event SchoolsFirst shall deliver to the City evidence that such self-insurance has been approved by the appropriate State authorities. SchoolsFirst shall also furnish (or cause to be furnished) to the City evidence satisfactory to the City that any contractor with whom it has contracted for performance of work on the Development Parcels or otherwise pursuant to this Agreement carries workers' compensation insurance required by law. The insurance policy, by endorsement signed by an authorized representative of the underwriter, shall contain a waiver of subrogation. 11.1.4 Property Insurance. Commencing upon the Close of Escrow, SchoolsFirst shall obtain, and thereafter maintain or cause to be maintained, for the Development Parcels conveyed and all buildings, a policy or policies of insurance against loss or damage to the Development Parcels and the Improvements thereon and all property of an insurable nature located upon the Development Parcels, resulting from fire, lightning, vandalism, malicious mischief, riot and civil commotion, and such other perils ordinarily included in special clauses of property loss coverage form policies for the full replacement value of the Improvements, including builder's risk coverage meeting the foregoing requirements during the pendency of any construction on the Development Parcels. Such insurance shall be maintained in an amount not less than one hundred percent (100%) of the full insurable value of the Improvements on the Development Parcels. 11.2 General Insurance Requirements. 11.2.1 For all policies or certificates, an authorized representative of the underwriter shall also agree in writing to notify the City within thirty (30) calendar days of their knowledge of any cancellation, termination or modification of such policies. 11.2.2 The term "full insurable value" as used in this Article 11 shall mean the cost detennined by mutual agreement of the Parties (excluding the cost of excavation, foundation and footings below the lowest floor and without deduction for depreciation) of providing similar Improvements of equal size and providing the same habitability as the Improvements immediately before such casualty or other loss, but using readily -available contemporary components, including the cost of construction, architectural and engineering fees, and inspection and supervision. 11.2.3 All insurance provided under this Article 11 shall be for the benefit of the Parties. SchoolsFirst agrees to timely pay all premiums for such insurance and, at its sole cost and expense, to comply and secure compliance with all insurance requirements necessary for the maintenance of such insurance. SchoolsFirst agrees to submit binders or certificates evidencing such insurance to the City on an Accord form prior to the date upon which such insurance is to be obtained at, if requested by the City, at the Close of Escrow. Within thirty (30) calendar days, if practicable, but in any event prior to expiration of any such policy, copies of renewal policies, or certificates evidencing the existence thereof, shall be submitted to the City. All insurance provided for under this Article 11 shall be provided by insurers licensed to do business in the State of California and with a Best's rating of A -VII or better. Tustin - SchoolsFirst - DDA - 5-28-19 57 City of Tustin / SchoolsFirst FINAL Federal Credit Union 11.2.4 If SchoolsFirst fails or refuses to procure and maintain insurance as required by this Agreement, the City shall have the right, at the City's election, and upon ten (10) calendar days prior notice to SchoolsFirst, to procure and maintain such insurance. The premiums paid by the City shall be treated as a loan, due from SchoolsFirst, to be paid on the first calendar day of the month following the date on. which the premiums were paid. The City shall give prompt notice of the payment of such premiums, stating the amounts paid and the name of the insured(s). 12. Covenants and Restrictions. Without limiting the ability of the City to impose conditions on development or entitlement of the Development Parcels as provided in Article 8, the following covenants, conditions and restrictions shall be recorded against the Development Parcels and shall run with the land for the periods set forth in each case below and shall be binding upon SchoolsFirst and each Successor Owner, and upon each and every Person claiming by, through or under SchoolsFirst or any Successor Owner, for the benefit of the City and its governmental successors and assigns and may be further set forth in the Special Restrictions: 12.1 Use Covenants. SchoolsFirst covenants and agrees for itself, and each Successor Owner, and each and every Person claiming by, through, or under SchoolsFirst or any Successor Owner, that: (a) The Development Parcels and each part thereof shall be utilized only for office uses and ancillary uses and neither SchoolsFirst nor any Successor Owner, nor any Person claiming by, through or under SchoolsFirst or any Successor Owner, including any End User, shall (i) use the Development Parcels or any portion thereof for any Prohibited Use, or (ii) Transfer the Development Parcels or any portion thereof to a Person intending to utilize the Development Parcels or any portion thereof for a Prohibited Use; (b) Until issuance of a Certificate of Compliance, SchoolsFirst shall provide the City with written notice of the identity of each End User and the intended operational location of such End User at least fifteen (15) Business Days prior to execution of any lease or other agreement to an End User in order to permit the City to confirm that the covenants set forth in this Sections 12.1 and 12.2 have not been breached. In the event the City determines in its reasonable discretion that any proposed End User or any proposed use by such End User would violate the use covenants set forth in this Section 12.1 and the City provides SchoolsFirst with written notice of its determination on or before the date which is ten (10) Business Days following its receipt of such notice, SchoolsFirst shall be prohibited from entering into a lease or other agreement with such End User; and (c) Nothing in this Agreement shall obligate the City to exercise its approval or enforcement rights with respect to the use covenants set forth herein for the benefit of the City or any third parties. 12.2 Occupancy Covenant. 12.2.1 Occupancy Requirements. It is acknowledged and agreed that a material portion of the consideration for the City to enter into this Agreement is that SchoolsFirst shall Complete the Office Building, including the Minimum Tenant Improvements, the Parking Tustin - SchoolsFirst - DDA - 5-28-19 58 City of Tustin / SchoolsFirst FINAL Federal Credit Union Structure and all related Improvements (but excluding the Credit Union Branch Building) and move its C -Suite and Board of Directors to the Office Building ("Occupancy Requirement") on or before the Occupancy Outside Date. The provisions of this Section 12.2 must be satisfied by SchoolsFirst Credit Union and are not transferable, and prior to the satisfaction in full of the requirements of this Section 12.2, upon a Transfer pursuant to which SchoolsFirst Credit Union is not the End User, the Occupancy Requirement shall be deemed not be satisfied (and the sums payable pursuant to Section 12.2.2 shall be deemed due and payable). The "Occupancy Date" shall be the date of satisfaction of the Occupancy Requirement by SchoolsFirst. SchoolsFirst shall provide written certification to City made by both the chief executive officer and the chief financial officer (or if such offices do not then exist, by individuals holding equivalent senior positions of authority as officers of SchoolsFirst) of SchoolsFirst of the occurrence of the Occupancy Date immediately upon the occurrence thereof. Unless such certification is contested by the City within thirty (30) Business Days following receipt thereof, the City shall promptly pay the Occupancy Deposit to SchoolsFirst. If SchoolsFirst shall fail to have provided such written certificate on or before the Outside Occupancy Date, the Occupancy Requirement shall be deemed to be unsatisfied as of the Occupancy Outside Date. 12.2.2 Occupancv Deposit Payments. At the Close of Escrow, SchoolsFirst shall deposit with City in an interest bearing account in a bank or trust company selected by the City the sum of Two Hundred and Fifty Thousand Dollars ($250,000) (the "Occupancy Deposit") as security for its obligations under this Section 12.2. If SchoolsFirst timely provides the required certification described in Section 12.2.1 then City shall refund the Occupancy Deposit in full to SchoolsFirst. If SchoolsFirst fails to achieve the Occupancy Requirement before the Occupancy Outside Date, then City shall be entitled, without any further action or requirement, to retain the Occupancy Deposit in full as liquidated damages as further set forth in Section 12.2.5 and SchoolsFirst hereby waives its right and the right of each Releasing Party to recover from, and fully and irrevocably releases, the Released Parties from any and all Claims that SchoolsFirst or any Releasing Party may now have or hereafter suffer or acquire arising from or related the retention by City of the Occupancy Deposit in accordance with this Section 12.2. Interest paid on such account, if any, shall accrue to any balances in the account for the benefit of the Party receiving the Occupancy Deposit (or refund of the Occupancy Deposit, as the case may be) under this Section 12.2.2 or in accordance with Section 12.2.5 below. 12.2.3 Occupancy Outside Date. The "Occupancy Outside Date" shall be the date that is the earlier of (a) twelve (12) months following the issuance by the City of the Certificate of Occupancy for the Office Building, for any reason other than due to occurrence of a Force Majeure Delay, or (b) the date that is forty two (42) months from the Close of Escrow, provided that if a foundation building permit has been issued. for the Office Building and Parking Structure and work upon the foundation of the Office Building and Parking Structure have commenced. upon the Development Parcels by the last day of such forty two (42) month period, the period shall be extended for an additional six (6) months to a maximum of forty eight (48) months from the Close of Escrow, which time period .shall be subject to extension only due to occurrence of Force Majeure Delay. Tustin - SchoolsFirst - DDA - 5-28-19 59 City of Tustin / SchoolsFirst FINAL Federal Credit Union 12.2.4 Inspection by City. The City shall have the right to confirm that the Occupancy Requirement has been satisfied, including by visits to the Improvements on the Development Parcels or otherwise. 12.2.5 Default; Liquidated Damages. (a) Failure of SchoolsFirst to comply with the Occupancy Requirement when and as required by this Section 12.2, shall be a Material Default by SchoolsFirst under this Agreement. (b) SUBJECT TO SECTION 15.1, IF THE OCCUPANCY REQUIREMENT IS NOT SATISFIED BY SCHOOLSFIRST ON OR BEFORE 5:00 P.M., PACIFIC TIME, ON THE OCCUPANCY OUTSIDE DATE ESTABLISHED BY THIS AGREEMENT FOR ANY REASON, THEN THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT THE CITY HAS INCURRED SUBSTANTIAL COSTS TO SECURE THE DEVELOPMENT. OF THE SCHOOLSFIRST HEADQUARTERS PROJECT IN THE CITY OF TUSTIN AND THE OCCUPANCY OF THE SCHOOLSFIRST HEADQUARTERS PROJECT BY SCHOOLSFIRST AND ANTICIPATES INCREASED REVENUES AND INTANGIBLE BENEFITS FROM THE LOCATION OF THE SCHOOLSFIRST HEADQUARTERS PROJECT IN THE CITY OF TUSTIN. IN ADDITION, BUT FOR THE AGREEMENT OF SCHOOLSFIRST TO DEVELOP AND OCCUPY THE SCHOOLSFIRST HEADQUARTERS PROJECT ON THE DEVELOPMENT PARCELS, THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR AGREED TO SELL THE CITY PARCEL TO SCHOOLSFIRST. ACCORDINGLY, SCHOOLSFIRST AND THE CITY AGREE THAT (i) THE RETENTION BY THE CITY OF THE OCCUPANCY DEPOSIT PROVIDED FOR IN SECTION 12.2.2 BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY THE CITY AS THE RESULT OF THE FAILURE BY SCHOOLSFIRST TO SATISFY THE OCCUPANCY REQUIREMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO QUANTIFY, (ii) SUCH OCCUPANCY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF THE CITY'S DAMAGES IN SUCH EVENT, AND (iii) THE REMEDY PROVIDED FOR IN THIS SECTION 12.2 IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON SCHOOLSFIRST'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL PRECLUDE THE CITY FROM RETAINING AND COLLECTING FROM SCHOOLSFIRST ANY ADDITIONAL AMOUNTS THEN DUE OR PREVIOUSLY PAID TO THE CITY PURSUANT TO THIS AGREEMENT OR THE OTHER AGREEMENTS, FROM EXERCISING ANY OTHER RIGHTS GRANTED TO CITY PURSUANT TO THIS AGREEMENT OR THE OTHER AGREEMENTS, INCLUDING THE RIGHT OF FIRST OFFER DESCRIBED IN SECTION 15.3 OR THE RIGHT TO PROCEEDS DESCRIBED IN SECTION 15.4 OR FROM EXERCISING SUCH OTHER RIGHTS AND REMEDIES AS MAY BE AVAILABLE TO THE CITY UNDER THIS AGREEMENT OR THE OTHER AGREEMENTS FOR ANY BREACH Tustin - SchoolsFirst - DDA - 5-28-19 60 City of Tustin / SchoolsFirst FINAL Federal Credit Union OF THIS AGREEMENT BY SCHOOLSFIRST OTHER THAN A BREACH OF THE PROVISIONS OF SECTION 12.2. Initials of City I tials of Schoo, First 12.2.6 Survival. If the Close of Escrow occurs, the provisions of this Section 12.2 shall survive the termination of this Agreement. 12.3 Maintenance Covenant. SchoolsFirst, on behalf of itself and. each Successor Owner and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner, hereby covenants and agrees, from and after the Close of Escrow, to maintain the Development Parcels and the Improvements, including the Landscape Improvements, consistent with the following requirements: 12.3.1 From the date of commencement of construction until issuance of a Certificate of Compliance, SchoolsFirst andits successors and assigns shall maintain the Improvements under construction consistent with best construction industry practice. From and after the initial installation of any of the Landscape Improvements, SchoolsFirst shall maintain all Landscape Improvements then installed in good condition and consistent with the requirements of this Agreement, the Special Restrictions, the CC&Rs and the Landscape Installation and Maintenance Agreement, as applicable. 12.3.2 Upon Completion of all or any portion of the Improvements and the City's issuance of a Certificate of Compliance for the Project, SchoolsFirst, its successors and assigns shall maintain the Improvements, including the Landscape Improvements, subject to such Certificate of Compliance in accordance with the "standards" set forth in the Special Restrictions and the Landscape Installation and Maintenance Agreement. 12.3.3 In the event SchoolsFirst or any Successor Owner fails to maintain the Improvements on the Development Parcels or any portion thereof in accordance with the standard for the quality of maintenance, the City or its designee shall have the right but not the obligation to enter the Development Parcels upon reasonable notice to SchoolsFirst or its successor or assigns, correct such failure, and hold SchoolsFirst, or such Successor Owner, responsible for the cost thereof, and such cost, until paid, shall constitute a lien on the applicable portion of the Development Parcels as and to the extent described in Section 15.2. 12.3.4 Maintenance responsibilities shall be vested in one entity for all the Development Parcels; provided, however, that SchoolsFirst shall have the right (a) to assign its maintenance responsibilities under this Agreement to a Transferee of the entirety of the Development Parcels, or (b) to subcontract its maintenance responsibilities under this agreement to a first class property management company, provided that such subcontracting shall not relieve SchoolsFirst of any liability for its obligations under this Section 12.3. Tustin - SchoolsFirst - DDA - 5-28-19 61 City of Tustin / SchoolsFirst FINAL Federal Credit Union 12.4 Additional Covenant. SchoolsFirst covenants and agrees for itself and each Successor Owner that it shall not engage in or permit any activity on the Development Parcels that would violate this Agreement, the Special Restrictions, the RDA Plan, the Approved Project Plans, or any applicable Governmental Requirements. 12.5 Duration of Covenants. Unless otherwise specified above, the covenants in Sections 12.1, 12.3 (including 12.3.1 through 12.3.4) and 12.4 shall remain in full force and effect with respect to the Development Parcels for ten (10) years following the Recordation of a Certificate of Compliance for the Development Parcels and the covenant in Section 12.2 shall remain in full force and effect with respect to the Development Parcels until the obligation is terminated or amounts due to City paid. 12.6 Obligation to Refrain from Discrimination. SchoolsFirst covenants and agrees for itself, each Successor Owner and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, race, color, religion, ancestry, national origin, disability, medical condition, marital status, or sexual orientation in the sale, lease, transfer, use, occupancy, tenure or enjoyment of the Development Parcels or in development of the Project, nor shall SchoolsFirst itself or any Person claiming under or through it establish or pen -nit any such practice or practices of discrimination or segregation with .reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Development Parcels or in development of the Project. 12.7 Deed Restrictions/Covenants Running with the Land. The obligations of SchoolsFirst set forth in this Agreement and the Other Agreements shall be covenants running with the land, shall be binding upon SchoolsFirst, each Successor Owner and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner and the City in perpetuity unless otherwise provided in Section 12.5 or specifically released in accordance with the terms of the relevant instrument. The Quitclaim Deed shall provide that any future transfer or conveyance of the City Property or any portion thereof shall include notice of the covenants, conditions and restrictions contained in the Special Restrictions and, prior to Recordation of the Certificate of Compliance, contained in this Agreement. The Quitclaim Deed shall convey the City Property as described therein, subject to reservations, covenants and restrictions as set forth in this Agreement, the Permitted Exceptions, matters disclosed by the Survey and any other matters specifically agreed to by SchoolsFirst in writing or which SchoolsFirst is deemed to have accepted. 12.8 CC&Rs. As a condition precedent to the Close of Escrow for the benefit of City, SchoolsFirst shall execute, in Recordable form, and cause to be Recorded, a set of covenants, conditions and restrictions, as well as design guidelines for development of the Improvements to be constructed as part of the Project, together with other requirements included in the conditions of approval for the Entitlements approved by the City in the form and substance of the instrument attached as Attachment 19 (the "CC&Rs"). Among other things and without limitation, the CC&Rs shall establish (a) access and maintenance easements, including pedestrian and vehicular access by all owners of the Headquarters Parcel and the SchoolsFirst Parcel and tenants thereof to the shared main parking structure on the Parking Parcel from Del Amo Avenue, Newport Avenue and Valencia Avenue; (b) certain use restrictions; and (c) if applicable, the mechanism for sharing Tustin - SchoolsFirst - DDA - 5-28-19 62 City of Tustin / SchoolsFirst FINAL Federal Credit Union costs for maintenance, repair and replacement of the common area and common area improvements between owner(s) of the SchoolsFirst Parcel and the Development Parcels. The CC&Rs shall be Recorded against the entirety of the Development Parcels at Close of Escrow, but shall include the right of the City to require that the CC&Rs be amended as is necessary to accommodate the development of any portion of the Development Parcels that are reacquired by the City pursuant to this Agreement. From and after the Close of Escrow, SchoolsFirst and each successor or assign thereof owning the Headquarters Parcel, the Parking Parcel or the SchoolsFirst Parcel shall be responsible for all costs associated with maintenance and repair of the improvements on its owned parcel, and the City shall have no liability therefor. 12.9 Landscape Installation and Maintenance Agreement. 12.9.1 Landscape Agreement. Concurrently with the Close of Escrow, SchoolsFirst and the City shall enter into a Landscape Installation and Maintenance Agreement, in the form and substance of the agreement attached hereto as Attachment 20 or otherwise as agreed to by the City and SchoolsFirst each in its sole discretion (the "Landscape Installation and Maintenance Agreement") pursuant to which SchoolsFirst on behalf of itself and each Successor Owner shall agree to undertake the landscape and maintenance obligations with respect to the City right of way fronting on the public streets adjacent to the Development Parcels and certain adjoining portions of the Development Parcels as further set forth therein for the benefit of the City and its Successor Owners at no cost to the City. The Landscape Installation and Maintenance Agreement shall grant to the City the right to utilize self-help in the event of non- performance by SchoolsFirst or its successors and assigns with respect to the obligations of such Persons under the Landscape Installation and Maintenance Agreement. 12.9.2 City Rights to Maintain. In the event SchoolsFirst fails to maintain the Landscape Improvements or any portion thereof in accordance with the standard for the quality of maintenance set forth in the Landscape Installation and Maintenance Agreement, such agreement shall provide that the City or its designee shall have the right, but not the obligation, following a reasonable notice and cure period, to correct any violation, and hold SchoolsFirst responsible for the cost thereof, all as more particularly set forth in the Landscape Installation and Maintenance Agreement. 13. Potential and Material Defaults. 13.1 Potential Defaults. Except as otherwise provided in this Agreement, in the event either Party (the "Defaulting Party") fails to perform, or delays in the performance of, any obligation, in whole or in part, required to be performed by the Defaulting Party as provided in this Agreement (a "Potential Default"), the other Party (the "Injured Party") may give written notice of such Potential Default to the Defaulting Party, which notice shall state the particulars of the Potential Default. The Parties agree to cooperate in good faith and meet and confer regarding such default. Tustin - SchoolsFirst - DDA - 5-28-19 63 City of Tustin / SchoolsFirst FINAL Federal Credit Union 13.2 Material Defaults. 13.2.1 Monetary Defaults. Notwithstanding any other provision of this Agreement, if a Party fails to pay the other Party any sum required to be paid pursuant to this Agreement, and the Injured Party gives the Defaulting Party written notice of such nonpayment, such nonpayment shall be a Potential Default. The Defaulting Party shall have a period of fifteen (15) calendar days after such notice is received, or deemed to have been received, within which to cure the Potential Default by making the required payment; the period to cure such Potential Default shall not be extended by Force Majeure Delays. In the event a Potential Default for nonpayment is not cured within said fifteen (15) calendar day period, the Potential Default shall become a "Material Default" that shall be deemed to have occurred upon the expiration of the cure period. 13.2.2 Non -Monetary Defaults. With respect to non -monetary defaults under this Agreement, a Potential Default shall become a "Material Default" in the event the Potential Default is not cured, at the Defaulting Party's expense, (a) within twenty (20) Business Days after written notice of such default from the Injured Party, (b) if such cure cannot be reasonably accomplished within such twenty (20) Business Day period, within ninety (90) calendar days after receiving notice of the Potential Default, but only if the Defaulting Party has commenced such cure within such twenty (20) Business Day period and diligently pursues such cure to completion, or (c) within such longer period of time as may be expressly provided in this Agreement or as mutually agreed to in writing between the Parties with respect to the Potential Default. The time periods set forth in this Section 13.2.2 to cure a Potential Default may be extended by Force Majeure Delays. Following written notice and failure to cure within the time periods set forth above, each. Potential Default shall become a Material Default that shall be deemed to have occurred upon the expiration of the applicable cure period. 13.2.3 Transfer Defaults. Notwithstanding the foregoing, any Transfer in violation of the provisions of Article 2 shall be a Material Default under this Agreement without notice or cure period. 13.2.4 Interest. If a monetary Material Default occurs under this Agreement, then in addition to any other remedies conferred upon the Injured Partypursuant to this Agreement, the Defaulting Party shall pay to the Injured Party, in additional to all principal amounts due, interest from the date of such payment or part thereof was due until the date paid at the default rate of eight percent (8%) per annum; compounded annually, but in no event in excess of the maximum legal rate. 13.2.5 No Waiver. Failure or delay in giving notice of a Potential Default shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise expressly provided in this Agreement, any failures or delays by either Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either Party in asserting any of its rights and remedies shall not deprive either Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. Tustin - SchoolsFirst - DDA - 5-28-19 64 City of Tustin / SchoolsFirst FINAL Federal Credit Union 13.3 Due Diligence Information. 13.3.1 Surrender of Due Diligence Information. Within five (5) Business Days following a termination of this Agreement, SchoolsFirst shall use commercially reasonable efforts to return to the City all written Due Diligence Information in SchoolsFirst's possession. SchoolsFirst's obligation to return Due Diligence Information to the City is without representation or warranty of any kind by SchoolsFirst. 13.3.2 Survival. The provisions of this Section 13.3 shall survive the termination of this Agreement in its entirety or as to any portion of the Development Parcels. 14. Nonoccurrence of a Condition at Close of Escrow. 14.1 Failure of a Condition Absent a Default. 14.1.1 In the event the Close of Escrow is extended for any of the reasons set forth in this Section 14.1 not caused by a Potential Default or a Material Default by either Party, either Party shall have the right to terminate this Agreement as hereinafter provided: (a) In the event a final decision in any litigation brought by a third party or approval of a referendum or ballot initiative results in the inability of the City to convey the City Property to SchoolsFirst, or of SchoolsFirst to perform its material obligations hereunder, either Party shall have the right, upon thirty (30) calendar days prior written notice to the other Party and the Escrow Holder, to terminate this Agreement. (b) In the event litigation, referendum, or ballot initiative brought by a third party remains pending on the Closing Date as the same may have been extended by agreement of the Parties in accordance with Section 7. 1. and. (i) such ongoing challenge prevents the City from conveying the City Property to SchoolsFirst, or (ii) in the event the City Manager or designee reasonably determines in writing that such litigation is the cause of SchoolsFirst's inability to perform its material obligations hereunder despite SchoolsFirst's best efforts to do so, either Party shall have the right, upon thirty (30) calendar days written notice to terminate this .Agreement upon written notice to the other Party and the Escrow Holder. (c) In the event of litigation, referendum or ballot initiative that results in the inability (i) of the City to convey the City Property to SchoolsFirst, as reasonably determined. by the City, or (ii) of SchoolsFirst to perform its material obligations hereunder, as reasonably determined by SchoolsFirst, either Party shall have right, upon thirty (30) calendar days prior written notice to the other Party and the Escrow Holder, to terminate this Agreement. In the event that the circumstances creating the right of termination in Sections 14.1.1(a) through c) has been cured during such thirty (3 0) calendar day period, the right to terminate shall likewise be extinguished. 14.1.2 If any Close of Escrow does not occur on or before 5:00 p.m., Pacific Time, on the applicable Closing Date, because of the failure to occur of a Closing Condition for reasons other than (a) a Default solely by SchoolsFirst (which is governed by Section 14.2); (b) a Default solely by the City (which is governed by Section 14.3); or (c) a Default by both Parties Tustin - SchoolsFirst - DDA - 5-28-19 65 City of Tustin / SchoolsFirst FINAL Federal Credit Union (which is governed by Section 14.4), either Party may, by delivery of written notice to the other and to the Escrow Holder, terminate this Agreement. In the event either SchoolsFirst or the City is in Potential Default or Material Default as of any Closing Date, the Party in Default shall not have the right to terminate the Agreement pursuant to this Section 14.1 until and unless the Default is cured. 14.1.3 Upon any termination under this Section 14.1, or a termination under Sections 14.3.4, 14.4.2 or 14.4.3, or a termination following the City's receipt of a Termination Notice in accordance with Section 5.2, each Party shall pay one-half (1/2) of Escrow Holder's normal cancellation charges and any Closing Costs. Unless a Purchase Price Deposit Return Event has occurred, Escrow shall deliver the Purchase Price Deposit to City, with all interest accrued thereon, if any, paid to SchoolsFirst. In the event of a termination as provided in this Section 14.1.3, SchoolsFirst shall comply with Section 13.3 before any amount of the Purchase Price Deposit is returned to SchoolsFirst, and shall indemnify the City as provided in Section 5.5 and Article 10. The termination of this Agreement pursuant to this Section 14.1.3 shall constitute a waiver of any rights, Claims, causes of action, or demands either Party may have against the other or the Development Parcels, or any portion thereof, but shall not terminate or release any liability or obligations of SchoolsFirst to comply with Section 13.3 and to indemnify the City as provided in Section 5.5 and Article 10. 14.1.4 In the event of a termination as provided in this Section 14. 1, under no circumstances shall SchoolsFirst have any right or Claim to, or against, the Project or the City Property or any portion thereof. 14.2 Failure to Close for Reasons Other than Purchase Price Deposit Return Event. 14.2.1 IF THE CLOSE OF ESCROW DOES NOT TAKE PLACE ON OR BEFORE 5:00 P.M., PACIFIC TIME, ON THE CLOSING DATE FOR ANY REASON OTHER THAN A PURCHASE PRICE DEPOSIT RETURN EVENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (a) THE PURCHASE PRICE DEPOSIT PROVIDED FOR IN SECTION 4.3 BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY THE CITY AS THE RESULT OF SCHOOLSFIRST'S FAILURE TO CLOSE ESCROW UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO QUANTIFY, THAT SUCH DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF THE CITY'S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR IN THIS AGREEMENT IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON SCHOOLSFIRST'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT. (b) SCHOOLSFIRST SHALL PAY THE FULL AMOUNT OF ESCROW HOLDER'S CHARGES AS A RESULT OF SUCH DEFAULT AND TERMINATION AND ALL CLOSING COSTS, WHETHER OR NOT SCHOOLSFIRST CONTESTS SUCH TERMINATION. Tustin - SchoolsFirst - DDA - 5-28-19 66 City of Tustin / SchoolsFirst FINAL Federal Credit Union 14.2.2 SCHOOLSFIRST SHALL COMPLY WITH THE REQUIREMENTS OF SECTION 13.3 AND SHALL INDEMNITY THE CITY AS PROVIDED IN SECTION 5.5. 14.2.3 IF THE CLOSE OF ESCROW DOES NOT TAKE PLACE ON OR BEFORE 5:00 P.M., PACIFIC TIME ON OR BEFORE THE CLOSING DATE FOR ANY REASON EXCEPT SOLELY AS A RESULT OF A PURCHASE PRICE DEPOSIT RETURN EVENT, (a) ESCROW HOLDER SHALL DISBURSE THE ENTIRETY OF THE PURCHASE PRICE DEPOSIT AND ALL ACCRUED INTEREST THEREON TO THE CITY, AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE THE CITY'S SOLE AND EXCLUSIVE REMEDY HEREUNDER FOR SCHOOLSFIRST'S FAILURE TO CLOSE ESCROW, EXCEPT FOR THE CITY'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE INDEMNIFICATION PROVISIONS SET FORTH IN SECTION 5.5, AND (b) THE CITY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY DELIVERING WRITTEN NOTICE TO SCHOOLSFIRST AND TO ESCROW HOLDER AND THE CITY SHALL BE RELEASED FROM ITS OBLIGATION HEREUNDER TO SELL THE CITY PROPERTY TO SCHOOLSFIRST. i Initials of City Initials of S 14.3 Failure to Close, Material Default of City. 14.3.1 If a Close of Escrow does not occur on or before 5:00 p.m., Pacific Time, on the Closing Date, solely as a result of a Potential Default or Material Default by the City in the performance of its obligations under this Agreement, then, so long as SchoolsFirst is not in Potential Default or Material Default, SchoolsFirst shall have the right, by providing notice to the City of its election to do so, either: (a) to purchase the City Property pursuant to this Agreement notwithstanding such Default by the City, whereupon such Default shall be deemed waived as against the City and all third parties; or (b) to terminate this Agreement, cancel the Escrow, and receive a return of any unapplied portion of the Purchase Price Deposit and all interest accrued thereon (if any). 14.3.2 In the event the City receives timely notice of SchoolsFirst's election to purchase the City Property, notwithstanding the Default by the City, SchoolsFirst shall deliver the SchoolsFirst Closing Payment into Escrow no later than ten (10) Business Days after the City's receipt of said notice. Upon delivery of the SchoolsFirst Closing Payment into Escrow and payment by Escrow Holder of the Purchase Price to the City, the City shall convey title to the City Property as provided in this Agreement, and SchoolsFirst shall be deemed to have waived the Default. In the event the City fails to deliver the Quitclaim Deed, the Landscape Installation and Maintenance Agreement, the Reimbursement Agreement and the Special Restrictions into Escrow within five (5) Business Days after SchoolsFirst has delivered SchoolsFirst Closing Payment into Escrow, SchoolsFirst shall. have the right to a full refund of its Purchase Price Deposit. In such event the City shall pay the full amount of Escrow Holder's reasonable charges. SchoolsFirst's Tustin - SchoolsFirst - DDA - 5-28-19 67 City of Tustin / SchoolsFirst FINAL Federal Credit Union right to the return of the Purchase Price Deposit and the payment by the City of the Escrow Holder's reasonable charges shall be SchoolsFirst's sole and exclusive remedy for the City's Default and neither SchoolsFirst nor any Successor Owner shall be entitled to pursue an action against the City for damages, specific performance or any other remedies as a result of the Default by the City. 14.3.3 In the event either: (a) the City does not receive, within twenty (20) Business Days after any Closing Date, notice of SchoolsFirst's election either to purchase the City Property pursuant to the Agreement notwithstanding Default by the City or to terminate this Agreement, or (b) SchoolsFirst has elected to purchase the City Property but fails to deliver SchoolsFirst Closing Payment into Escrow no later than ten (10) Business Days after the City's receipt of said notice, then the City shall have the right to terminate this Agreement by providing written notice of its election to do so to SchoolsFirst, such termination to be pursuant to the provisions of Section 14.1.3. In the event of a termination as provided in this Section 14.3.3, under no circumstances shall SchoolsFirst shall have any right or Claim to, or against, the City Property or any portion thereof. 14.3.4 The termination of this Agreement pursuant to this Section 14.3 shall not terminate or release any liability or obligations of SchoolsFirst to comply with Section 13.3 and to indemnify the City as provided in Section 5.5 and. Article 10. In the event of a termination as provided in Section 14.3.3, under no circumstances shall SchoolsFirst or any Successor Owner have any right or Claim to, or against, the City Property, the City Parcel or any portion thereof. The termination of this Agreement pursuant to this Section 14.3 shall constitute a waiver of any rights, Claims, causes of action, or demands either Party may have against the other, except as expressly provided above. 14.4 Material Default by .Both Parties. 14.4.1 If the Close of Escrow does not close on or before 5:00 p.m., Pacific Time on the Closing Date, as a result of the Potential Default and/or Material Default of each Party in the perfonnance of its respective obligations under this Agreement, the provisions of this Section 14.4 shall apply. 14.4.2 If SchoolsFirst is in Material Default of its obligation to deliver a SchoolsFirst Closing Payment or to provide the evidence of financing as provided in Sections 4.6.1 and 4.6.2, and the City has deposited into Escrow the Quitclaim Deed, the City shall have the right, notwithstanding any Material Default of the City, to terminate this Agreement in accordance with Section 14.1.3. 14.4.3 If the City is in Default of its obligation to deposit into Escrow the Quitclaim Deed, the Landscape Installation and Maintenance Agreement, the Reimbursement Agreement and the Special Restrictions as provided in Article 7, and SchoolsFirst has delivered SchoolsFirst Closing Payment as provided in Article 7, and has provided the evidence of financing as provided in Article 7, SchoolsFirst shall have the right, notwithstanding any Default of SchoolsFirst, to terminate this Agreement in accordance with Section 14.1.3. Notwithstanding the foregoing, in the event that all applicable City Closing Conditions have been waived by the City Tustin - SchoolsFirst - DDA - 5-28-19 68 City of Tustin / SchoolsFirst FINAL Federal Credit Union in writing or satisfied (except with respect to any applicable City Closing Condition which is not satisfied as a result of a Material Default by the City), and the City fails to deliver any of the materials described in Section 7.2.1(a) or otherwise fails to proceed with either Close of Escrow in breach of this Agreement within ten (10) Business Days after SchoolsFirst has delivered into Escrow a written notice that SchoolsFirst is prepared to consummate the transaction and proceed to Close of Escrow, SchoolsFirst shall have the right to bring an action in equity against the City or subsequent owners, lessors or sub -lessors of the City Property for specific performance of this Agreement, including Article 7, and SchoolsFirst specifically waives any right to receive any monetary award as a result of the City's Defaults. The termination of this Agreement pursuant to Section 14.3 shall not terminate or release any liability or obligations of SchoolsFirst to indemnify the City as provided in Section 5.5 or to comply with Section 14.3. 15. Remedies for Post Close of Escrow Defaults. 15.1 General Remedies. In the event SchoolsFirst is in Material Default following the Close of Escrow hereunder, in addition to whatever other rights the City may have in law or at equity, or as otherwise provided in this Agreement, the City may do any or all of the following: (a) The City may Record a lien against the Development Parcels which lien shall have priority over all Mortgages in accordance with Section 15.2. of SchoolsFirst. (b) The City may sue for damages it may have incurred. (c) The City may seek to enjoin or specifically enforce the obligations (d) The City may terminate this Agreement. (e) If the breach is a Default with respect to the Occupancy Period Requirements, the City shall be entitled to the liquidated damages described in Section 12.2.5; provided that payment of any sums by SchoolsFirst in satisfaction of the Occupancy Period Requirements shall not relieve the City of its right to exercise any other rights and remedies under this Agreement, including, if applicable, the Right of First Offer or any amount to which City may be entitled as a result of any other Default. 15.2 Lien Rights. SchoolsFirst, on behalf of itself, each Successor Owner and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner for the benefit of the City and its successors and assigns hereby agrees that the delinquent amount of any payments due hereunder, together with any late charges or interest due on any such delinquent payment, reasonable attorneys' fees, experts' fees and consultants' fees and collection costs related to such delinquent payment shall, to the greatest extent permitted by applicable law, be a lien and charge upon the Development Parcels and shall be a continuing lien upon the Development Parcels in favor of the City effective as of the Effective Date ("City Lien"), which lien and charge shall be paramount to the lien and charge of any Mortgage upon such Defaulting Party's interest in the Development Parcels. 15.3 Right of First Offer. Prior to commencement of construction of the shell and core for the vertical Improvements comprising the Office Building component of the Project on the Headquarters Parcel, in the event SchoolsFirst proposes to offer to sell, transfer or convey the Tustin - SchoolsFirst - DDA - 5-28-19 69 City of Tustin / SchoolsFirst FINAL Federal Credit Union Headquarters Parcel or any portion thereof, SchoolsFirst shall first offer to sell the portion of the Headquarters Parcel it intends to sell ("Offer Property") to the City in accordance with the following provisions ("Right of First Offer"): 15.3.1 Offer Notice. SchoolsFirst shall deliver a notice ("Offer Notice") to the City stating its good faith intention to sell the Offer Property and setting forth the purchase price for the Offer Property. The purchase price for the Offer Property shall be equal to eighty percent (80%) of the per square foot Purchase Price paid by SchoolsFirst for the City Property multiplied by the square footage of the Offer Property. The Offer Notice may contain other standard and commercially reasonable terms and conditions for close of escrow with respect to the Offer Property, which shall be in substantially the form and substance of the terms for close of escrow with respect to the City Property in this Agreement. 15.3.2 Acceptance. The City shall have a period of thirty (30) calendar days following its receipt of the Offer Notice to provide written notice to SchoolsFirst of its agreement to purchase the Offer Property ("Acceptance Notice"). Failure of City to deliver an Acceptance Notice within such thirty (3 0) calendar day period shall be deemed an election by City not to accept the offer and, therefore, subject to Section 15.3.4, an election not to purchase the Offer Property. 15.3.3 Closing. If the City timely delivers an Acceptance Notice, SchoolsFirst shall sell and the City shall buy the Offer Property upon the date set forth in the Offer Notice, provided that the outside date for closing the purchase and sale of the Offer Property pursuant to the Right of First Offer shall be the date that is forty-five (45) calendar days after the delivery by the City of the Acceptance Notice. 15.3.4 Permitted Sale Period. If the City elects or is deemed to have elected not to accept the offer, then SchoolsFirst may, for a one hundred and eighty (180) calendar day period ("Permitted Sale Period") following the expiration of the period provided for the City to give its Acceptance Notice, offer to sell the Headquarters Parcel to any person or persons at a price not less than that provided to the City. If SchoolsFirst does not complete the sale of the Headquarters Parcel before the end of the Permitted Sale Period, the Right of First Offer provided. hereunder shall be deemed to be revived and the Headquarters Parcel or any portion thereof shall not be offered for sale or sold unless first reoffered to the City in accordance with this Section. 15.3.5 Termination of Right of First Offer. The Right of First Offer set forth in Section 15.3 shall terminate upon commencement of construction of the vertical Improvements comprising the Office Building on the Headquarters Parcel. For avoidance of doubt, the construction of columns in the soil for purposes of enhancing soil stability is not construction of vertical Improvements and, accordingly, the Right of First Offer shall remain in full force and effect notwithstanding performance by SchoolsFirst of such work. The Right of First Offer shall be included in. its entirety in the Memorandum and Recorded against the Headquarters Parcel. 15.4 Sale to Third Party. Prior to commencement of construction of the shell and core for the vertical Improvements comprising the Office Building component of the Project on the Headquarters Parcel, if SchoolsFirst sells all or any portion of the Headquarters Parcel to a third Tustin - SchoolsFirst - DDA - 5-28-19 70 City of Tustin / SchoolsFirst FINAL Federal Credit Union party, the City shall be entitled to receive at the close of escrow of such sale one hundred percent of the net profit earned by SchoolsFirst from the sale of the City Property, calculated as follows. Gross purchase price to SchoolsFirst for the City Property shall be determined by establishing the gross per square foot purchase price for the conveyed property and multiplying that number by the square footage of the City Parcel. Net profit for the City Property shall be equal to the above determined gross purchase price less (a) the customary sales expenses actually incurred and paid by SchoolsFirst in connection with the conveyance of the conveyed property multiplied by a fraction the numerator of which is the square footage of the City Parcel and the denominator of which is the square footage of the conveyed property (including the City Parcel), and less (b) the per square foot Purchase Price paid by SchoolsFirst for the City Property. 15.5 Rights and Remedies Are Cumulative; Limitation on Damages. 15.5.1 Cumulative Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Material Default or any other Material Default by the other Party. Except as otherwise specifically set forth in this Agreement, and subject to Section 15.5.2, wherever a Party has a right to damages for the Material Default of another Party and/or a right of indemnification under this Agreement: (a) such damages shall be limited to direct (actual) damages for the Material Default of the other Party, and such indemnification shall be limited to direct actual losses of such Party, and (b) each of the Parties, on behalf of itself and its successors and assigns, hereby expressly waives, releases and relinquishes any and all right to any expectation, anticipation, indirect, consequential, exemplary or punitive damages or losses (it being understood that consequential or punitive damages owed by such Party to a third party shall constitute direct actual damages or losses of such Party). 15.5.2 Limitation on Damages Payable by the City. SchoolsFirst acknowledges that the City would not have entered into this Agreement if the City could become liable for significant damages under or with respect to this Agreement, the Other Agreements or any other instrument, certificate or agreement executed by the City in connection with the transaction described in this Agreement. Consequently, and notwithstanding any other provision of this Agreement, the Other Agreements or any other instrument or agreement executed by the City in connection with the transaction, except for (a) the monetary damages that may arise from the City's obligations referenced. below in Section 15.5.3, and (b) the payment of attorneys' fees and court costs in accordance with Section 16.2, the City shall not be liable in damages to SchoolsFirst under this Agreement, the Other Agreements or any other instrument, certificate or agreement executed by the City in connection with the transaction described in this Agreement and SchoolsFirst hereby waives any and all rights to claim damages of any kind or nature from the City except as set forth in Section 15.5.3. 15.5.3 Special Circumstances Where Damages may be Payable by the Com. The limitations set forth in Section 15.5.2: (a) shall not preclude SchoolsFirst from seeking payment of amounts which the City is obligated to pay to SchoolsFirst or Escrow Holder pursuant to Sections 1.7, 7.4.1, 7.4.4, 14.1.3, 14.3 or 16.2; (b) shall not limit the liability of the City, if any, Tustin - SchoolsFirst - DDA - 5-28-19 71 City of Tustin / SchoolsFirst FINAL Federal Credit Union for damages which arise out of a breach of the City's representations and warranties contained in Sections 3.3 or 16.12, provided that the amount of any damages payable pursuant to this clause b shall be the lesser of (i) actual damages, or (ii) One Hundred and Fifty Thousand Dollars ($150,000), and provided further that with respect to claims and payments described in clause a above and this clause b , the provisions of Section 15.5.1 shall apply; and (c) shall not preclude or limit the liability of the City for Claims resulting or arising from or in any way connected with the exercise by the City of the reserved rights and interests set forth in Section 1.3.2. 15.5.4 Right to Specific Performance. In the event the City is in Material Default with respect to the City Property conveyed to SchoolsFirst or any obligation of the City under this Agreement following Close of Escrow with respect to the City Property so conveyed, SchoolsFirst shall be entitled to seek specific performance or injunctive relief in order to enforce SchoolsFirst's rights pursuant to this Agreement. For purposes of clarity, in the event that the City is obligated to pay any amounts to SchoolsFirst pursuant to this Agreement, and the City fails to pay such amounts to SchoolsFirst as and when required by this Agreement, SchoolsFirst shall be entitled to seek specific performance of such obligation, notwithstanding the other provisions of this Section. 16. General Provisions. 16.1 Applicable Law; Consent to Jurisdiction; Service of Process. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the State of California, irrespective of California's choice -of -law principles. The Parties hereto agree that all actions or proceedings arising in connection with this Agreement and/or the Development Parcels shall be tried and litigated exclusively in the Superior Court of the County of Orange, State of California, in any other appropriate court of that county, or in the United States District Court for the Central District of California. This choice of venue is intended by the Parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between or among the Parties with respect to or arising out of this Agreement in any jurisdiction other than. that specified in this Section 16.1. Each Party hereby waives any right that it may have to assert forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section 16. 1, and stipulates that the State and federal courts located in the County of Orange, State of California, shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy or proceeding arising out of this Agreement. Each Party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any Action against it as contemplated by this Section 16.1 by means of registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement, or in the manner set forth in Section 16.6(a) or Lel pertaining to notice. Any final judgment rendered against a Party in any Action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law. 16.2 Legal Fees and Costs. If any Party to this Agreement institutes any Action, suit, proceeding, counterclaim or other proceeding for any relief against another Party, declaratory or otherwise (collectively an "Action"), to enforce the terms hereof or to declare rights hereunder or with respect to any inaccuracies or material omissions in connection with any of the covenants, Tustin - SchoolsFirst - DDA - 5-28-19 72 City of Tustin / SchoolsFirst FINAL Federal Credit Union representations, warranties or obligations on the part of the other Party to this Agreement, then the Prevailing Party in such Action shall be entitled to have and recover of and from the other Party all costs and expenses of the Action, including (a) reasonable attorneys' fees which shall be payable at the contractual hourly rate for the City's litigation counsel at the time the fees were incurred, but in no event more than Two Hundred Dollars ($200) per hour with this rate being used to calculate the attorneys' fees to be recovered by the Prevailing Party (as defined below) regardless of whether the City or another Person is the Prevailing Party, and (b) costs actually incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling or award (collectively, a "Decision") granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether or not such Action is prosecuted to a Decision. Any Decision entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable attorneys' fees and expert fees and costs (collectively "Costs") incurred in enforcing, perfecting and executing such judgment. For the purposes of this paragraph, Costs shall include in addition to Costs incurred in prosecution or defense of the underlying Action, reasonable attorneys' fees, costs, expenses and expert fees and costs incurred in the following: post judgment motions and collection actions, contempt proceedings, garnishment, levy, debtor and third -party examinations, discovery, Bankruptcy litigation and appeals of any order or judgment. "Prevailing Party" within the meaning of this Section 16.2 includes a Party who agrees to dismiss an Action in consideration for the other Party's payment of the amounts allegedly due or performance of the covenants allegedly breached, or obtains substantially the relief sought by such Party. 16.3 Modifications or Amendments. No amendment, change, modification or supplement to this Agreement shall be valid and binding on any of the Parties unless it is represented in writing and signed. by each of the Parties hereto. From time to time the Parties may by mutual written agreement update each of Attachments 5, 6 or 7 and substitute such updated Attachment for the Attachment attached hereto as of the Effective Date, and such substitution shall not be deemed an amendment of this Agreement as a whole nor require the Recording of an amendment of the Memorandum of DDA. 16.4 Further Assurances. Each of the Parties hereto shall execute and deliver, at their own cost and expense, any and all additional papers, documents, or instruments, and shall do any and all acts and things reasonably necessary or appropriate in connection with the performance of its obligations hereunder in order to carry out the intent and purposes of this Agreement. 16.5 Rights and Remedies Are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. Except as otherwise specifically set forth in this Agreement, wherever a Party has a right to damages for the Material Default of another Party: (a) such damages shall be limited to direct (actual) damages for the default of the other Party, and (b) each of the Parties, on behalf of itself and its successors and assigns, hereby expressly waives, releases and relinquishes any and all right to any expectation, anticipation, indirect, consequential, exemplary or punitive damages. Tustin - SchoolsFirst - DDA - 5-28-19 73 City of Tustin / SchoolsFirst FINAL Federal Credit Union 16.6 Notices, Demands and Communications between the Parties. All notices, demands, consents, requests and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed conclusively to have been duly given (a) when hand delivered to the other Party; (b) three (3) Business Days after such notice has been sent by U.S. Postal Service via certified mail, return receipt requested, postage prepaid, and addressed to the other Party as set forth below; (c) the next Business Day after such notice has been deposited with an overnight delivery service reasonably approved by the Parties (Federal Express, Overnite Express, United Parcel Service and U.S. Postal Service are deemed approved by the Parties), postage prepaid, addressed to the Party to whom notice is being sent as set forth below with next Business Day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider; or (d) when received by the recipient Party when sent by facsimile transmission or email at the number or email address set forth below; provided, however, that notices given by facsimile or email shall not be effective unless either (i) a duplicate copy of such notice is promptly sent by any method permitted under this Section 16.6 other than by facsimile or email, or (ii) the receiving Party delivers a written confirmation of receipt for such notice either by facsimile, email or any other method permitted under this Section. Any notice given by facsimile or email shall be deemed received on the next Business Day if such notice is received after 5:00 p.m. (recipient's time) or on a non -Business Day. Unless otherwise provided in writing, all notices hereunder shall be addressed as follows: If to the City: Tustin City Hall 300 Centennial Way Tustin, CA 92780 Attention: City Manager Fax: 714-838-1602 Email: mwest@tustinca.org With a copy to: City of Tustin City Attorney Woodruff Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 Attention: David E. Kendig, Esq. Fax: (714) 415-1183 Email: dkendig@wss-law.co:m Tustin - SchoolsFirst - DDA - 5-28-19 74 City of Tustin / SchoolsFirst FINAL Federal Credit Union If to Bill Cheney, President/CEO SchoolsFirst: Francisco Nebot, Chief Financial Officer Christina Quintero, Manager —Vice President Facilities Services c/o SchoolsFirst Federal Credit Union 1200 Edinger Avenue Tustin, CA 92780 Emails: bcheney@schoolsfirstfcu.org fnebot@schoolsfirstfcu.org cquintero@schoolsfirstfeu.org Fax: (714) 258-7444 Jeffrey P. Walsworth With a copy to: Walsworth, WFBM, LLP One City Blvd. West Fifth Floor Orange, CA 92868 Email: jalsworth@wfbm.com Fax: (714) 634-0686 Any Party may by written notice to the other Party in the manner specified in this Agreement change the address to which notices to such Party shall be delivered. 16.7 Force Majeure Delay. 16.7.1 Definition of Force Maieure Delay. "Force Majeure Delay" shall mean the occurrence of any of the following events when such event is beyond the control of the claiming Party and such Party's contractors and consultants and is not due to an act or omission of such Party or any consultant, contractor or other Person for whom such Party may be contractually or legally responsible, which directly, materially and adversely affects the ability of the claiming Party to meet its non -monetary obligations under this Agreement, including the deadlines imposed by the Schedule of Performance, or the ability of SchoolsFirst to Complete the Project, and which events (or the effect of which events) could not have been avoided by due diligence and use of reasonable efforts by the Party claiming Force Majeure Delay: (a) Civil Unrest. An epidemic, blockade, quarantine, rebellion, war, insurrection, act of terrorism, strike or lock -out, riot, act of sabotage, civil commotion, act of a public enemy, freight embargo, or lack of transportation; (b) Unforeseeable Conditions. Reasonably unforeseeable physical condition of the Development Parcels including the presence of Hazardous Materials; (c) Casualty. Fire, earthquake or other casualty, in each case only if causing material physical destruction or damage on the Development Parcels; (d) Litigation. Any lawsuit seeking to restrain, enjoin, challenge or delay any issuance of any Entitlement or Development Permit or restraining, enjoining, Tustin - SchoolsFirst - DDA - 5-28-19 75 City of Tustin / SchoolsFirst FINAL Federal Credit Union challenging, or delaying construction of the Project, which is vigorously defended by the claiming Party and which is finally determined in a manner which restricts the ability of such Party to perform its material obligations hereunder or which results in an injunction against such Party restricting its ability to so perform during the pendency of such litigation and which directly impairs the ability of the claiming Party to perform despite the best efforts of such Party to do so, provided however that the foregoing shall not apply to a Party's performance regarding any Close of Escrow, which are governed by Article 7 and Section 14.1; (e) Change of Law. The passage of a referendum or ballot initiative that results in the inability of such Party to perform its material obligations hereunder; (f) Change in Governmental Requirements. Any change in Governmental Requirements or adoption of any new Governmental Requirements affecting the Project (as defined in this Agreement) which is materially inconsistent with Governmental Requirements in effect as of the Effective Date and which applies to the Project (as defined in this Agreement) after taking into account any vested rights with respect to the Project (as defined in this Agreement) set forth in the DA; and (g) Weather. Unusually severe weather conditions not reasonably anticipatable for the City of Tustin, based upon U.S. Weather Bureau climatological reports for the months included plus a report indicating average precipitation, temperature, etc. for the last ten (10) years from the nearest reporting station. 16.7.2 Limitation. The term "Force Majeure Delay" shall be limited to the matters listed in Section 16.7.1 above and specifically excludes from its definition the following matters which might otherwise be considered Force Majeure Delay: (a) Entitlements. The suspension, termination, interruption, denial or failure to obtain or nonrenewal of any Entitlement, permit, license, consent, authorization or approval which is necessary for the development of the Project, except for any such matter resulting from a lawsuit or referendum as described in Section 16.7.1(d) or fe ; (b) Foreseeable Changes in Governmental Requirements. Any change in a Governmental Requirements other than as set forth in Section 16.7.1(f); (c) Failure to Perform Obligations. Failure of SchoolsFirst or any Successor Owner to perform any obligation to be performed by SchoolsFirst or any Successor Owner hereunder as the result of adverse changes in the financial condition of SchoolsFirst or such Successor Owner, as applicable; (d) Failure to Provide Financial Security. Failure of SchoolsFirst or any Successor Owner to provide financial security required by this Agreement when due or to submit evidence of financing of the Project or to perform any obligation to be performed by SchoolsFirst or any Successor Owner hereunder as the result of adverse changes in market conditions unless SchoolsFirst or such Successor Owner demonstrates to the satisfaction of the City Manager or designee in its sole discretion that (i) SchoolsFirst or such Successor Owner was unable to obtain such financing despite making best efforts to do so, and (ii) such financing is unavailable on terms which are commercially feasible because of generally applicable economic conditions affecting the credit market which then exist; Tustin - SchoolsFirst - DDA - 5-28-19 76 City of Tustin / SchoolsFirst FINAL Federal Credit Union (e) Failure to Submit and Require Documentation. Failure to submit documentation as and when required by this Agreement; (f) Failure to Submit Basic Concept Plan, Other Plans and Entitlements Failure to submit a Basic Concept Plan and Concept Plan and Design Review submittals, and/or submittals for other Entitlements required for construction of the Improvements and/or development of the Project on the Development Parcels when required pursuant to the Schedule of Performance; (g) Failure to Maintain Required Insurance. Failure to acquire, maintain and submit evidence of insurance policies as required by Article 11; (h) Failure to Execute Documents. Failure of the Party requesting an extension for Force Majeure Delay to execute documents; and (i) All other matters not caused by the other Party and not listed in Sections 16.7.2(x) through (h). 16.7.3 Procedure. If any Party (the "First Party") believes that it is entitled to an extension of time due to Force Majeure Delay, it shall notify the other Party (the "Second Party") in writing within sixty (60) calendar days from the date upon which the First Party becomes aware of such Force Majeure Delay, describing the Force Majeure Delay, when and how the First Party obtained knowledge thereof, the date the event commenced, the steps the First Party anticipates taking to respond to such Force Majeure Delay, and the estimated delay resulting from such Force Majeure Delay and response. The extension for Force Majeure Delay shall be granted or denied in the Second Party's reasonable discretion. If the First Party fails to notify the Second Party in writing of its request for a given Force Majeure Delay within the sixty (60) calendar days specified above, there shall be no extension for such Force Majeure Delay. 16.8 Conflict of Interest. No appointed or elected official or employee of the City shall have any personal interest, direct or indirect, in this Agreement nor shall any official or employee participate in. any decision relating to the Agreement which affects his interests or the interests of any corporation, partnership, or association in which he is directly or indirectly interested. SchoolsFirst warrants that it has not paid or given and will not pay or give any third person any money or other consideration for obtaining this Agreement, and the City warrants that no City official, officer or employee has a financial interest in this Agreement in violation of Government Code Section 1090. 16.9 Non -Liability of City Officials and Employees. No electedor appointed official, representative, employee, agent, consultant, legal counsel or employee of the City shall be personally liable to SchoolsFirst, or any successor in interest in the event of any default or breach by the City for any amount which may become due to SchoolsFirst or successor or on any obligation under the terms of this Agreement. 16.10 Inspection of Books and Records. The City shall have the right at all reasonable times, upon ten (10) calendar days written notice, to inspect the books and records of SchoolsFirst pertaining to the Development Parcels as pertinent to the purposes of this Agreement. SchoolsFirst shall also have the right at all reasonable times to inspect the books and records of the City, upon Tustin - SchoolsFirst - DDA - 5-28-19 77 City of Tustin / SchoolsFirst FINAL Federal Credit Union ten (10) calendar days written notice, pertaining to the Development Parcels as pertinent to the purposes of this Agreement. 16.11 Consents and Approvals. 16.11.1 Consent. In any instance in which a Party shall be requested to consent to or approve of any matter with respect to which such Party's consent or approval is required by any of the provisions of this Agreement, such consent or approval shall be given in writing. In addition, whenever not expressly otherwise stated: (a) the City, when acting in its Governmental Capacity shall be permitted to utilize its sole discretion with respect to matters requiring its approval; (b) the City, when acting in its Proprietary Capacity shall not unreasonably withhold, condition or delay its approvals with respect to matters requiring its approval hereunder; and (c) SchoolsFirst shall not unreasonably withhold, delay or condition its consent with respect to matters requiring its approval hereunder. 16.11.2 Deemed Submitted. Any matter required by this Agreement to be submitted to the City shall be deemed submitted upon the submittal to the City Manager or designee. 16.11.3 Action Taken. Following its approval by the City, this Agreement shall be administered by the City Manager. Except where the terms of this Agreement expressly require the approval of a matter or the taking of any action by the City Council, any matter to be approved by the City shall be deemed approved, and any action to be taken by the City shall be deemed taken, upon the written approval by the City Manager. The City Manager shall have the authority to issue interpretations on this City's behalf with respect to this Agreement and to determine whether any action requires the approval of the City Council. All waivers, amendments or modifications of this Agreement shall require the approval of the City Council. 16.12 No Real Estate Commissions. The City shall not be liable for any real estate commissions, brokerage fees or finders' fees which may arise from this Agreement. SchoolsFirst represents that it has engaged no broker, agent or finder in connection with this Agreement or the transactions identified in this Agreement, other than disclosed to the City in writing prior to the Effective Date. SchoolsFirst hereby agrees to indemnify and hold the City and its elected and appointed officials, employees and representatives harmless from any losses and liabilities arising from or in any way related to any Claim by any broker, agent, or finder retained by SchoolsFirst regarding this Agreement or development of the Project or the transactions identified in this Agreement or the purchase or sale of other property at or adjacent to the Development Parcels. The City represents that it has engaged no broker, agent, or finder in connection with this Agreement or the transactions identified in this Agreement. 16.13 Date and Delivery of Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Parties intend that this Agreement shall be deemed effective, executed and delivered for all purposes under this Agreement and for the calculation of any statutory time periods based on the date an agreement between the Parties is effective, executed and/or delivered, as of the Effective Date. Tustin - SchoolsFirst - DDA - 5-28-19 78 City of Tustin / SchoolsFirst FINAL Federal Credit Union 16.14 Constructive Notice and Acceptance. Every Successor Owner and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such Person acquired an interest in the Project or Development Parcels. 16.15 Survival of Covenants, Representation and Warranties. Subject to Section 9.4.4, the covenants, representations and warranties, and indemnities specified in this Agreement shall survive any investigation made by any Party hereto and the closing of the transactions contemplated hereby. 16.16 Construction and Interpretation of Agreement. 16.16.1 Construction. The language in all parts of this Agreement shall in all cases be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against any Party. The Parties hereto acknowledge and agree that this Agreement has been prepared jointly by the Parties and has been the subject of arm's length and careful negotiation over a considerable period of time, that each Party has been given the opportunity to independently review this Agreement with legal counsel, and that each Party has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement shall not be interpreted or construed against the Party preparing it; instead other rules of interpretation and construction shall be utilized. The provisions of California Civil Code Section 1654 are specifically waived by each Party hereto. 16.16.2 Effect of Invalidity or Unenforceability. If any term or provision of this Agreement, the deletion of which would not adversely affect the receipt of any material benefit by any Party hereunder, shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each other term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. It is the intention of the Parties hereto that in lieu of each clause or provision of this Agreement that is illegal, invalid, or unenforceable, there be added as a part of this Agreement an enforceable clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible. 16.16.3 Conclusivity of Certain Matters. Any matters or facts included in Article 1 shall be conclusively deemed true. 16.16.4 Captions. The captions of the Articles, Sections and clauses in this Agreement are inserted solely for convenience and under no circumstances are they or any of them to be treated or construed as part of this instrument. 16.16.5 References. References in this instrument and in the attachments hereto to "this Agreement" mean, refer to and include this instrument as well as any riders, schedules, exhibits, addenda and attachments hereto (which are hereby incorporated in this Agreement by this reference) and all other documents expressly incorporated by reference in this Tustin - SchoolsFirst - DDA - 5-28-19 79 City of Tustin / SchoolsFirst FINAL Federal Credit Union instrument. Any references to any covenant, conditions, obligation and/or undertaking "herein," "hereunder," or "pursuant hereto") (or language of like import) shall mean, refer to and include the covenants, obligations and undertakings existing pursuant to this Agreement and any riders, schedules, exhibits, addenda, attachments or other documents affixed to or expressly incorporated by reference in this instrument. 16.16.6 Gender, SinLyular and Plural. As used in this Agreement and as the context may require, the singular includes the plural and vice versa and the masculine gender includes the feminine and vice versa. 16.16.7 Includes and Including. As used in this Agreement the words "include" and "including" mean, respectively, "include, without limitation" and "including, without limitation". 16.16.8 References to Articles, Sections, Paragraphs, Clauses, Exhibits, Attachments and Schedules. Unless otherwise indicated, references in this Agreement to articles, sections, paragraphs, clauses, exhibits, attachments and schedules are to the same contained in or attached to this Agreement and all attachments and schedules referenced in this Agreement are incorporated in this .Agreement by this reference as though fully set forth in this Section 16.16.8. 16.17 Time of Essence; Performance of Acts on Business Days. Time is of the essence with respect to all provisions of this Agreement in which a definite time for performance is specified; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any cure period or Force Majeure Delay expressly provided for in this Agreement. In the event that the final date for payment of any amount or performance of any act under this Agreement falls on a day other than a Business Day, such payment may be made or act performed on the next succeeding Business Day. 16.18 Fees and Other Expenses. Except as otherwise provided in this Agreement, each of the Parties hereto shall pay its own fees and expenses, including attorneys' fees, experts' fees and consultants' fees and costs, in connection with negotiation and preparation of this Agreement and compliance with its terms. 16.19 No Partnership. Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture or any other relationship between the Parties hereto other than purchaser and seller and landlord and tenant according to the provisions contained in this Agreement, or cause the City to be responsible in any way for the debts or obligations of SchoolsFirst. 16.20 Compliance with Law. SchoolsFirst agrees to comply with all laws and requirements now in force, or which may thereafter be in force, of all municipal, county, State and federal authorities, pertaining to the Development Parcels and the Improvements as well as operations conducted thereon. In carrying out its obligations under this Agreement, the City agrees to comply with all laws and requirements now in force, or which may thereafter be in force, of all municipal, county, State and federal authorities applicable thereto. Tustin - SchoolsFirst - DDA - 5-28-19 80 City of Tustin / SchoolsFirst FINAL Federal Credit Union 16.21 Binding Effect. This Agreement and terms, provisions, promises, covenants conditions and restrictions contained herein shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors and assigns. 16.22 No Third -Party Beneficiaries. This Agreement has been made and entered into solely for the benefit of the Parties to this Agreement and their respective successors and permitted assigns. Nothing in this Agreement confers any rights or remedies on any other Person. Nothing in this Agreement relieves or discharges the obligation or liability of any third Persons to any Parties to this Agreement. 16.23 Counterparts. This Agreement may be executed in two or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall, together, constitute and shall be one and the same instrument. This Agreement shall not be effective until the Effective Date and until the execution and delivery by the Parties of at least one set of counterparts. The Parties agree to recognize execution of this Agreement by facsimile signatures; provided, however, that such execution by facsimile shall not be effective unless a manually executed copy of the signature page is promptly sent by U.S. Postal Service, postage prepaid or is hand delivered, and such manually signed page is actually received by the other Party within five (5) calendar days of its execution. The Parties hereby authorize each other to detach and combine original signature pages and consolidate them into a. single identical original. Any one of such completely executed counterparts shall be sufficient proof of this Agreement. 16.24 Authority of Signatories to Agreement. Each Person executing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement on behalf of the Party for which such execution is made. 16.25 Entire Agreement, Waivers and Amendments. 16.25.1 Duplicate Originals. This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. 16.25.2 Entire Agreement. This Agreement, including the attachments hereto, together with any related documents referred to or incorporated by reference in this Agreement, constitute the entire agreement between the Parties with respect to the subject matter hereof. Except as set forth in this Section, and except for the DA, this Agreement supersedes and replaces any and all prior agreements, proposed agreements, negotiations and communications, oral or written, including the ENA, and contains the entire agreement between the Parties as to the subject matter hereof and any and all prior agreements, understandings or representations are hereby terminated and canceled in their entirety. Each Party hereby acknowledges that no other Party hereto, nor its agents or attorneys, have made any promises, representations or warranties whatsoever, expressed or implied, not contained in this Agreement or the DA, to induce such Party to execute this Agreement, and each Party acknowledges that it has not executed this Agreement in reliance on any such promise, representation or warranty not contained in this Agreement. Notwithstanding the foregoing, this Agreement does not supersede or terminate the DA, or the Tustin - SchoolsFirst - DDA - 5-28-19 81 City of Tustin / SchoolsFirst FINAL Federal Credit Union following provisions of the ENA: Section 2.7, the first sentence of Section 4.5.5, or Sections 5.2, 5.3 or 5.4. 16.25.3 No Waiver. No waiver of any provision or consent to any action under this Agreement shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a Party to provide a waiver in the future except to the extent specifically set forth in writing. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities for the City and SchoolsFirst and all amendments hereto must be in writing and signed by the appropriate authorities of the City and SchoolsFirst. 16.26 Confidentiality. Subject to the provisions of the California Public Records _Act (Government Code Section 6250 et seq.), which governs the City's use and disclosure of its agreements and records, the City and SchoolsFirst hereby agree that each shall keep confidential information provided by the other and denominated as confidential and will not disclose any such information to any person or entity without obtaining the prior written consent of the other Party, except that the City shall have the right to disclose any information contained in any third party reports obtained by SchoolsFirst and. required to be disclosed by it pursuant to law. 16.27 Proprietary and Governmental Roles; Actions by Parties. Except where clearly and expressly provided otherwise in this Agreement, the capacity of the City in this Agreement shall be as owner, lessor, assembler, redeveloper and/or seller of property only ("Proprietary Capacity"), and any obligations or restrictions imposed by this Agreement on the City, shall be limited to that capacity and shall not relate to, constitute a waiver of, supersede or otherwise limit or affect the exercise by the City of its governmental authority with respect to any matter related to this Agreement and shall include the regulation and entitlement of the Development Parcels pursuant to Governmental Requirements, including enacting laws, inspecting structures, reviewing and issuing permits, and all of the other legislative and administrative or enforcement functions of each pursuant to federal, state or local law ("Governmental Capacity"). In addition, nothing in this Agreement shall supersede or waive any discretionary or regulatory approvals required to be obtained. from the City under applicable Governmental Requirements. [signatures commence on following page] Tustin - SchoolsFirst - DDA - 5-28-19 82 City of Tustin / SchoolsFirst FINAL Federal Credit Union IN WITNESS WHEREOF, the City and SchoolsFirst have signed this Agreement as of the date set forth below. Dated: ATTEST: Erica N. Yasuda City Clerk APPROVED AS TO FORM David E. Kendig City Attorney Armbruster Goldsmith & Delvac LLP Tustin Special Real Estate�Counsel Amy CITY City of Tustin By: Matthew S. West City Manager [signatures continue on following page] Tustin - SchoolsFirst - DDA - 5-28-19 S-1 City of Tustin / SchoolsFirst FINAL Federal Credit Union [signatures continuedftom prior page] SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union Dated: BY: . Name: Bill Title: Pro, Name: Francisco Title: Chief Fins [signatures continue on following page] ial Officer ive Officer Tustin - SchoolsFirst - DDA - 5-28-19 S-2 City of Tustin / SchoolsFirst FINAL Federal Credit Union JOINDER OF ESCROW HOLDER The undersigned is joining this Agreement to evidence its agreement to receive, hold and disburse the Purchase Price Deposit in accordance with the terms of this Agreement and otherwise to comply with the escrow instructions set forth in this Agreement. FIRST AMERICAN TITLE INSURANCE COMPANY By:— Name: Title: Tustin - SchoolsFirst - DDA - 5-28-19 S-3 City of Tustin / SchoolsFirst FINAL Federal Credit Union LIST OF ATTACHMENTS ATTACHMENT 1 GLOSSARY OF DEFINED TERMS ATTACHMENT 2 LEGAL DESCRIPTION AND DEPICTION OF CITY PARCEL (INCLUDING TRIANGLE PARCEL AND OLD DEL AMO AREA) ATTACHMENT 3 LEGAL DESCRIPTION AND DEPICTION OF SCHOOLSFIRST PARCEL ATTACHMENT 4 LEGAL DESCRIPTION AND DEPICTION OF HEADQUARTERS PARCEL AND PARKING PARCEL ATTACHMENT 5 SCHEDULE OF PERFORMANCE ATTACHMENT 6 SCOPE OF DEVELOPMENT ATTACHMENT 7 PRELIMINARY PLANS ATTACHMENT 8 FORM OF MEMORANDUM OF DDA ATTACHMENT 9 FORM OF QUITCLAIM DEED ATTACHMENT 10 FORM OF SPECIAL RESTRICTIONS ATTACHMENT 11 FORM OF CERTIFICATE OF COMPLIANCE ATTACHMENT 12 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT ATTACHMENT 13 PROHIBITED USE LIST ATTACHMENT 14 FORM OF GUARANTY ATTACHMENT 15 FORM OF GUARANTOR CERTIFICATE ATTACHMENT 16 FORM OF DEVELOPMENT COST BREAKDOWN ATTACHMENT 17 FORM OF CITY DATE DOWN CERTIFICATE REGARDING REPRESENTATIONS AND WARRANTIES ATTACHMENT 18 FORM OF SCHOOLSFIRST DATE DOWN CERTIFICATE REGARDING REPRESENTATIONS AND WARRANTIES ATTACHMENT 19 FORM OF CC&RS ATTACHMENT 20 FORM OF LANDSCAPE INSTALLATION AND MAINTENANCE AGREEMENT ATTACHMENT 21 FORM OF LEGAL OPINION (GUARANTY) ATTACHMENT 22 FORM OF PARKING LICENSE AGREEMENT Tustin - SchoolsFirst - DDA - 5-28-19 List of Attachments City of Tustin / SchoolsFirst FINAL Federal Credit Union ATTACHMENT 1 GLOSSARY OF DEFINED TERMS For purposes of this Agreement, the following capitalized terms shall have the following meanings: "Acceptance Notice" shall have the meaning set forth in Section 15.3.2. "Action" shall have the meaning set forth in Section 16.2. "Additional CLTA Coverage" shall have the meaning set forth in Section 6.4. "Agreement" shall mean this Disposition and Development Agreement for SchoolsFirst Headquarters Project including all Attachments attached hereto. "ALTA Policy" shall mean an ALTA extended coverage owner's policy of insurance as such term is used in Section 6.4. "Applicable Approvals" shall have the meaning set forth in Section 8.3.4. "Approved Project Plans" shall mean collectively the approvals required by the City which govern development of Improvements on the Development Parcels, including approval by the City in its Proprietary Capacity of Basic Concept Plans under Section 8.5.7 of the Agreement, approval of plans by the City in its Governmental Capacity pursuant to the Concept Plan and Design Review process and approval by the City of construction levels drawings as required to obtain the Entitlements. "Bankruptcy" shall mean any proceeding involving SchoolsFirst under the United States Bankruptcy Code or any similar state or federal statute for the relief of debtors. "Basic Concept Plan" shall mean the submittals by SchoolsFirst to the City for purposes of satisfaction of the Concept Plan and Design Review approval, provided that Basic Concept Plan submittals shall be reviewed by the City in its Proprietary Capacity (as opposed to the Concept Plan and Design Review submittals which are reviewed by the City Development Department under the Governmental Capacity of the City.) "Business Day(s)" shall mean any day on which City Hall is open for business and shall specifically exclude Fridays when City Hall is officially closed, Saturday, Sunday or a legal holiday. "CC&Rs" shall have the meaning set forth in Section 12.8. "CEQA" shall mean the California Environmental Quality Act and implementing regulations and guidelines, contained in Cal. Public Resources Code Section 21000 et seq., and Cal. Code of Regulations, Title 14, Section 15000 et seq., respectively. Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Att 1 — 5-28-19 FINAL 1 Federal Credit Union "Certificate of Compliance" shall mean a certificate to be issued by the City with respect to the Project upon satisfaction of all conditions precedent to issuance of a Certificate of Compliance as described in Section 9.2. "Certificate of Occupancy- shall mean a certificate of occupancy issued by the Building Division of the City in the Governmental Capacity of the City. "Change in Ownership" shall mean any direct or indirect sale, any execution of a contract or other agreement to sell or option to purchase such membership interest, stock, partnership interest or other beneficial interest, or any assignment or pledge of such membership interest, stock, partnership interest or other beneficial interest, including any assignment or pledge for security purposes. "City" shall mean the City of Tustin and each assignee or successor to the City's rights, powers and responsibilities as described in Section 1.4.1. "City Closing Conditions" shall have the meaning set forth in Section 7.2.2. "City Code" shall mean the Tustin City Code for the City of Tustin, California, as the same may be amended from time to time. "City Costs Deposit" shall have the meaning set forth in Section 1.7.1. "City Hall" shall mean the seat of government for the City of Tustin, presently located at 300 Centennial Way, Tustin, California. "City Lien" shall have the meaning set forth in Section 15.2. "City Manager" shall mean Mr. Matthew West, or his successor in such capacity, or other designee as identified in writing by the City Manager. "City Parcel" shall have the meaning set forth in. Section 1.1.3. "City Property" shall have the meaning set forth in Section 1.3. "City Transaction Expenses" shall have the meaning set forth in Section 1.7.1. "Claim" or "Claims" shall mean any and all claims, actions, causes of action, demands, orders, or other means of seeking or recovering losses, damages, liabilities, costs, expenses (including attorneys' fees, fees of expert witnesses, and consultants' and court and litigation costs), costs and expenses attributable to compliance with judicial and regulatory orders and requirements, fines, penalties, liens, taxes, or any type of compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen. "Close of Escrow" shall mean the close of Escrow for the City Property and the transfer of fee title to the City Property by the City to SchoolsFirst pursuant to the Quitclaim Deed, and Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Att 1— 5-28-19 FINAL 2 Federal Credit Union execution and Recordation of the additional documents associated therewith, including the Special Restrictions, as more fully set forth in Article 7, which shall take place on the Closing Date. "Closing Conditions" shall mean SchoolsFirst Closing Conditions and the City Closing Conditions. "Closing Date" shall mean the date set forth in Section 7. 1.1 for the Close of Escrow or such later date as may be agreed by the Parties pursuant to Section 7.1.2. "CLTA Policy" shall mean a California Land Title Association Owner's Policy as described in Section 6.2. "Community Development Department" shall mean the Community Development Department of the City of Tustin, California. "Complete" and "Completion" shall mean the is point in time when all of the following shall have occurred with respect to the Project: (a) the Improvements, including the Minimum Tenant Improvements but excluding the Credit Union Branch Building, have been completed in accordance with this Agreement; (b) the issuance of a permanent Certificate of Occupancy by the City for the Improvements, but excluding the Credit Union Branch Building, or, to the extent a Certificate of Occupancy is not required by the City for a particular Improvement, the equivalent final inspection, signoff or other permit activity with respect to such Improvement, (c) the Recording of a Notice of Completion (California Civil Code Section 8182) by SchoolsFirst, its Successor Owner or such Party's contractor; (d) a certification by the Project Architect that such Improvements (with the exception of minor "punch list" items) have been completed in a good and workmanlike manner and substantially in accordance with the Approved Project Plans and specifications; and (e) any mechanic's liens that have been Recorded or stop notices that have been delivered have been paid, settled or otherwise extinguished, .discharged, released, waived, bonded around or insured against. "Concept Plan and Design Review" shall mean collectively the concept plan review required by the Specific Plan and the site plan and design review approvals as required by the City Code, which shall be part of the Entitlements. "Conditions Precedent" shall have the meaning set forth in Section 9.4.2. "Confidentiality Protocols" shall have the meaning set forth in Section 4.6.9(b). "Control", "Controlled", or "Controlling", shall mean the power vested in any Person to direct (by such Person's sole action) the management of another Person. It shall be a presumption that control with respect to a federally chartered credit union or mutual benefit corporation, is the right to (1) exercise, directly or indirectly, more than fifty percent (50%) of the voting rights granted to all members in the federally chartered credit union or mutual benefit corporation, or (2) direct (by such Person's sole action) the management of another Person. It shall be a presumption that control with respect to a corporation other than a mutual benefit corporation or a limited liability company is the right to exercise, directly or indirectly, more than fifty percent Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Att 1— 5-28-19 FINAL 3 Federal Credit Union (50%) of the voting rights granted to all equity holders in the controlled corporation or limited liability company. It shall be a presumption that control with respect to other types of entities such as a partnership, trust, other entity or association, is the possession by a Person, indirectly or directly, of the power to direct or cause (by such Person's sole action) the direction of the management or policies of the controlled entity. "Costs" shall have the meaning set forth in Section 16.2. "CPRA" shall have the meaning set forth in Section 4.6.9(b). "Credit Union Branch Building" shall have the meaning set forth in Section 1.2.2. "C -Suite and Board of Directors" shall mean SchoolsFirst's President/CEO and Chief Financial Officer, and the Board of Directors of SchoolsFirst. "DA" shall mean the Development Agreement entered into by the Parties with respect to the Development Parcels, pursuant to Government Code Section 65864 et seq., "Decision" shall have the meaning set forth in Section 16.2. "Default" shall mean a Potential Default and/or Material Default, as the context requires. "Defaulting Party" shall mean a Party to this Agreement who is either in Potential Default or in Material Default. "Development Costs" shall have the meaning set forth in Section 8.1.3. "Development Parcels" shall have the meaning set forth in Section 1.1.4. "Development Permits" shall mean all ministerial permits, certificates and approvals which may be required by the City or any other Governmental Authority for the development and construction of the improvements for the Project, including any engineering permits, grading permits, foundation permits, construction permits, encroachment permits, demolition permits, building permits or other permits as may be necessary pursuant to the Specific Plan and/or the Tustin City Code. "Diligence Termination Notice" shall have the meaning set forth in Section 5.1. "Disapproved Exception" shall mean any item or exception shown on a Supplemental Title Report disapproved in writing by SchoolsFirst, not previously included in the Preliminary Title Report and/or Title Commitments as described in Section 6.3. "Due Diligence Information" shall have the meaning set forth in Section 4.5.3. "Due Diligence Matters" shall have the meaning set forth in Section 5.1. Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Att 1 — 5-28-19 FINAL 4 Federal Credit Union "Due Diligence Period" shall have the meaning set forth in Section 5.1. "Effective Date" shall have the meaning set forth in the first paragraph of this Agreement. "ENA" shall mean that certain Exclusive Agreement to Negotiate dated February 21, 2017 by and between the City and SchoolsFirst, as the same may be amended. "ENA Deposit" shall have the meaning set forth in Section 1.7.1. "End User" shall mean a Person operating a business in any Improvement (including any retail building or retail space) on any of the Development Parcels, whether such Person holds a fee interest, ground leasehold interest, or other leasehold interest in such Development Parcels or portion thereof. "Entitlement Approval Date" shall mean the date on which all of the Applicable Approvals for the Development Parcels to be developed by SchoolsFirst with respect to the Project have been granted by the City, and no appeal, third party challenge, ballot initiative, referendum and/or lawsuit has been filed to challenge any such entitlements within the applicable statute of limitations or, if an appeal, third party challenge, ballot initiative referendum and/or lawsuit has been filed, the date on which the appeal, third party challenge, ballot initiative, referendum and/or lawsuit is finally adjudicated and is no longer appealable to the satisfaction of both. Parties, or has been settled and dismissed with prejudice to the satisfaction of both Parties, or has been otherwise resolved to the satisfaction of both Parties. "Entitlements" shall mean the City General Plan, the Specific Plan and the discretionary land use approvals and entitlements legally required by the City or any other Governmental Authority as a condition to development of the Development Parcels and construction of the Improvements, including the DA, Lot Line Adjustment, the Concept Plan and Design Review approval, Master Sign Plan and any conditional use permit required to permit shared parking on the Development Parcels, but shall specifically exclude the Development Permits. "Environmental Agency" shall mean the United States Environmental Protection Agency; the California .Environmental Protection Agency and all of its sub -entities, including any Regional Water Quality Control Board, the State Water Resources Control Board, the Department of Toxic Substances Control, the South Coast Air Quality Management District, and the California Air Resources Board; the City; any Fire Department or Health Department with jurisdiction over the Development Parcels; and/or any other federal, State, regional or local governmental agency or entity that has or asserts jurisdiction over Hazardous Substance Releases or the presence, use, storage, transfer, manufacture, licensing, reporting, permitting, analysis, disposal or treatment of Hazardous Materials in, on, under, about, or affecting the Development Parcels or the Project. "Environmental Laws" shall mean any federal, state, regional or local laws, ordinances, rules, regulations, requirements, orders, directives, guidelines, or permit conditions, in existence as of the Effective Date or as later enacted, promulgated, issued, modified or adopted, regulating or relating to Hazardous Materials, and all applicable judicial, administrative and regulatory Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Aft 1— 5-28-19 FINAL 5 Federal Credit Union decrees, judgments and orders and common law, including those relating to industrial hygiene, public safety, human health, or protection of the environment, or the reporting, licensing, permitting, use, presence, transfer, treatment, analysis, generation, manufacture, storage, discharge, Release, disposal, transportation, Investigation or Remediation of Hazardous Materials. Environmental Laws shall include the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.) ("CERCLA"); the Resource Conservation and Recovery Act, as amended, (42 U.S.C. Section 6901 et seq.) ("RCRA"); the federal Water Pollution Control Act, as amended, (33 U.S.C. Section 1251 etseq.); the Toxic Substances Control Act, as amended, (15 U.S.C. Section 2601 et seq.); the Hazardous Substances Account Act (Chapter 6.8 of the California Health and Safety Code Section 25300 et seq.); Chapter 6.5 commencing with Section 25100 (Hazardous Waste Control) and Chapter 6.7 commencing with Section 25280 (Underground Storage of Hazardous Substances) of the California Health and Safety Code; and the California Water Code, Sections 13000 et seq. "Escrow" shall have the meaning set forth in Section 4.4. "Escrow Holder" shall mean First American Title Insurance Company. "Financing Plan" shall have the meaning set forth in Section 4.6.1. "FIRPTA Affidavit" shall mean an affidavit in form reasonably satisfactory to SchoolsFirst certifying that the City is not a "foreign person" under the federal Foreign Investment in Real Property Act. "First Party" shall have the meaning set forth in Section 16.7.3. "Force Majeure Delay" shall have the meaning set forth in Section 16.7.1 as limited by Section 16.7.2. "Full Insurable Value" shall have the meaning set forth in Section 11.2.2. "General Plan" shall mean the most current general plan for the City of Tustin. "Governmental Authority" shall mean any and all federal, State, county, municipal and local governmental and quasi -governmental bodies and authorities (including the United States of America, the State of California and any political subdivision, public corporation, district, joint powers authority or other political or public entity) or departments thereof having or exercising jurisdiction over the Parties, the Project, the Development Parcels, or such portions thereof as the context indicates. "Governmental Capacity" shall have the meaning set forth in Section 16.27. "Governmental Requirements" shall mean all laws, statutes, codes, ordinances, rules, regulations, standards, guidelines and other requirements issued by any Governmental Authority having jurisdiction over the Parties, the Project, the Improvements and/or the Development Parcels Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Att 1 — 5-28-19 FINAL 6 Federal Credit Union or any component thereof and including the City Code, the Specific Plan, the Entitlements, and the Approved Project Plans. "Guarantor" shall have the meaning set forth in Section 2.2.2(d). "Guarantor Certificate" shall mean the certificate attached as Attachment 15. "Guarantor Illiquidity Event" shall have the meaning set forth in Section 4.6.4. "Guaranty" means a guaranty, in the form and substance of the guaranty attached as Attachment 14 or as otherwise approved by the City in its sole discretion and meeting the requirements of Section 4.6.4 in which the City is a named beneficiary. "Hazardous Materials" shall mean and include the following: (a) "Hazardous Substance", "Hazardous Material", "Hazardous Waste", or "Toxic Substance" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. subsection 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. subsection 5101, et seq., or the Resource Conservation and Recovery Act, 42 U.S.C. subsection 6901, et seq.; (b) An "Extremely Hazardous Waste", a "Hazardous Waste", or a "Restricted Hazardous Waste", under subsections 25115, 25117, or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to subsection 25140 or 44321 of the California Health and Safety Code; (c) "Hazardous Material", "Hazardous Substance", "Hazardous Waste", "Toxic Air Contaminant", or "Medical Waste" under subsections 25281, 25316, 25501, 25501.1, 117690 or 39655 of the California Health and Safety Code; (d) "Oil" or a "Hazardous Substance" listed or identified pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. Section 1321, as well as any other hydro carbonic substance or by-product; (e) Listed or defined as a "Hazardous Waste", "Extremely Hazardous Waste", or an "Acutely Hazardous Waste" pursuant to Chapter 11 of Title 22 of the California Code of Regulations; (f) Listed by the State of California as a chemical known by the State to cause cancer or reproductive toxicity pursuant to Section 25249.9(a) of the California Health and Safety Code; (g) A material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures damages or threatens to damage, health, safety, or the environment, or is required by any law or public Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Att 1 — 5-28-19 FINAL 7 Federal Credit Union agency to be remediated, including remediation which such law or public agency requires in order for the property to be put to any lawful purpose; (h) Any material whose presence would require remediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a leaking underground fuel tank; (i) Pesticides regulated under the Feral Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. subsection 136 et seq.; 0) Asbestos, PCBs and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. subsection 2601 et seq.; (k) Any radioactive material including any "source material", "special nuclear material", by-product material"« , low-level wastes", high-level radioactive waste", "spent nuclear fuel" or "transuranic waste", and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. subsection 2011 et seq., the Nuclear Waste Policy Act, 42 U.S.C. subsection 10101 et seq., or pursuant to the California Radiation Control Law, California Health and Safety Code Section 114960 et seq.; (1) Regulated under the Occupational Safety and Health Act, 29 U.S.C. subsection 651 et seq., or the California Occupational Safety and Health Act, California Labor Code subsection 6300 et seq.; and/or (m) Regulated under the Clean Air Act, 42 U.S.C. subsection 7401 et seq. or pursuant to Division 26 of the California Health and Safety Code. "Headquarters Parcel" shall have the meaning set forth in Section 1.1.4. "Improvements" shall have the meaning set forth in Section 1.2.3. "Indemnified Parties" shall have the meaning set forth in Section 10.1. "Injured Party" shall mean the party that is injured by a Defaulting Party as such is set forth in Section 13.1. "Investigation(s)" shall mean any observation, inquiry, examination, sampling, monitoring, analysis, exploration, research, inspection, canvassing, questioning, and/or surveying of or concerning the Development Parcels or any adjacent or affected properties, including the air, soil, surface water, and groundwater, and the surrounding population or properties, or any of them, to characterize or evaluate the nature, extent or impact of Hazardous Materials. "Key Employees" shall mean SchoolsFirst's key employees and representatives as set forth in Section 2.3.3. Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Aft 1— 5-28-19 FINAL 8 Federal Credit Union "Landscape Improvements" shall mean any and all landscaping, irrigation and/or hardscape improvements, including utilities related to the foregoing and sidewalks, in each case whether owned by the City or SchoolsFirst, including (a) those existing within the Landscape Areas as of the Effective Date and (b) those required by the Approved Project Plans or the Applicable Approvals to be constructed in connection with the Project (i) upon the Development Parcels and (ii) upon the additional areas depicted on Exhibit "C" to the Landscape Installation and Maintenance Agreement as the Boundary Landscape Area and the Entry Areas (each as defined in the Landscape Installation and Maintenance Agreement). "Landscape Installation and Maintenance Agreement" shall have the meaning set forth in Section 12.9.1. "License Agreement" shall have the meaning set forth in Section 8.2.3. "License Premises" shall have the meaning set forth in Section 8.2.3. "License Start Date" shall have the meaning set forth in Section 8.2.3. "Liquid Assets" shall mean cash, marketable securities and other cash equivalents. "Lot Line Adjustment" shall have the meaning set forth in Section 1.1.4. "Material Default" shall have the meanings set forth in Section 13.2.1 with respect to monetary defaults and in Section 13.2.2 with respect to non -monetary defaults. "Memorandum of DDA" shall mean a memorandum of record of this Agreemeni Recorded against the Development Parcels as required in Section 1.8. "Minimum Liquidity Standards" shall mean that Person to which the standard applies has Liquid Assets of not less than Seventy -Five Million Dollars ($75,000,000). "Minimum Tenant Improvements" shall mean tenant improvements, including furniture, fixtures and. equipment, for the Office Building with a value equal to not less than eighty percent (80%) of the Preliminary Tenant Improvements Budget approved by the Economic Development Department of the City as of the Close of Escrow (i.e., not less than Sixteen Million Four Hundred Thousand Dollars ($16,400,000) which comprises eighty percent (80%) of the Preliminary Tenant Improvements Budget). "Mortgage" shall mean any indenture of mortgage or deed of trust, bond, grant of taxable or tax-exempt funds from a governmental agency or other security interest and the documents governing a sale-leaseback transaction, together with all loan documents related thereto. "Mortgagee" shall mean any mortgagee, beneficiary (or any agent for one or more lenders acting in such capacity) under any indenture of mortgage, deed of trust, trustee of bonds, governmental agency which is a grantor of funds, and, with respect to any portion of the Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Att 1— 5-28-19 FINAL 9 Federal Credit Union Development Parcels which is the subject of a sale-leaseback transaction, the Person acquiring fee title. "Notice of Completion" shall mean the notice of completion filed by SchoolsFirst after the Completion of each Improvement, as required pursuant to California Civil Code Section 8182. "Occupancy Date" shall have the meaning set forth in Section 12.2.1. "Occupancy Deposit" shall have the meaning set forth in Section 12.2.2. "Occupancy Outside Date" shall have the meaning set forth in Section 12.2.3. "Occupancy Requirement" shall have the meaning set forth in Section 12.2.1. "Offer Notice" shall have the meaning set forth in Section 15.3.1. "Offer Property" shall have the meaning set forth in Section 15.3. "Office Building" shall have the meaning set forth in Section. 1.2.2. "Opening of Escrow" shall have the meaning set forth in Section 4.4. "Original CLTA Coverage" shall have the meaning set forth in Section 6.4. "Other Agreements" means the Memorandum of DDA, the Special Restrictions, the Landscape Installation and Maintenance Agreement, the Quitclaim Deed, the Reimbursement Agreement, the License Agreement, the CC&Rs and all other instruments, other than closing certificates, executed by the Parties in furtherance of the transaction described in this Agreement. "Outside Closing Date" shall have the meaning set forth in Section 7.1.1. "Owner" shall have the meaning set forth in Section 2.2.2(c). "Parking Parcel" shall have the meaning set forth in Section 1.1.4. "Parking Structure" shall have the meaning set forth in Section 1.2.2. "Parties" shall mean the City and SchoolsFirst, collectively. "Party" shall mean either of the City or SchoolsFirst, individually, as parties to this Agreement. "Permitted Exceptions" shall have the meaning set forth in Section 6.2 as may be modified by Section 6.3. "Permitted Sale Period" shall have the meaning set forth in Section 15.3.4. Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Aft 1 — 5-28-19 FINAL 10 Federal Credit Union "Person" shall mean an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, joint venture, firm, joint stock company, unincorporated association, Governmental Authority, governmental agency or other entity, domestic or foreign and shall include each and every member, partner, owner, shareholder, creditor and investor in any of the foregoing entities. "Potential Default" shall mean any event described in Section 13.1 or any other event that with the passage of time or the giving of notice or both could result in the occurrence of a Material Default. "Preliminary Plan(s)" shall have the meaning set forth in Section 8.5.3. "Preliminary Tenant Improvements Budget" shall mean the preliminary budget for tenant improvements. "Preliminary Title Reports" shall have the meaning set forth in Section 6.2. "Prevailing Party" shall have the meaning set forth in Section 16.2. "Processing Fees" shall have the meaning set forth in Section 8.13. "Prohibited Use" shall mean any use set forth on Attachment 13, whether by SchoolsFirst, a tenant or any other Person, which use shall be prohibited on the Development Parcels. "Project" shall have the meaning set forth in Section 1.2.2. "Project Architect" shall mean each architect or engineer, as applicable, designated in writing by SchoolsFirst for a particular product type or improvement. "Proprietary Capacity" shall have the meaning set forth. in Section 16.27. "Purchase Price" shall have the meaning set forth in Section 4.2. "Purchase Price Deposit" shall be an earnest money deposit delivered by SchoolsFirst to the City as described in Sections 4.3 and 444. "Purchase Price Deposit Return Event" shall mean (a) a failure of the Close of Escrow due to a Material Default by the. City; (b) issuance by SchoolsFirst of a Diligence Termination Notice pursuant to Section 5.2, (c) failure of the condition to Close of Escrow for the benefit of SchoolsFirst set forth in Section 7.2.1(b); or (d) an event described in either Section 4.6.8 or Section 8.5.6 for which return of the Purchase Price Deposit to SchoolsFirst is warranted. "Quitclaim Deed" shall mean the quitclaim deed to be executed and delivered by the City at the Close of Escrow to quitclaim all of the City's interests in the City Property (subject to Section 4.1 and the terms of this Agreement) to SchoolsFirst, which quitclaim deed shall be Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Att 1 — 5-28-19 FINAL 11 Federal Credit Union substantially in the form and substance of the deed attached hereto as Attachment 9, acknowledged and in Recordable form. "RDA Plan" shall have the meaning set forth in Section 1.2.3. "Record", "Recordation", "Recording" and "Recorded" shall mean to record the specified instrument, or the current or past recording of the specified instrument, in the official records of Orange County California. "Recordable" shall mean with respect to any document, that such document has been acknowledged and is otherwise in a form that would permit the Recordation thereof. "Reimbursement Agreement" shall mean that certain Reimbursement Agreement in the form and substance of the agreement attached to the DA or otherwise as agreed to by the City and SchoolsFirst, each in its sole discretion, to be executed by the Parties at and as a condition to Close of Escrow, and which shall provide for Reimbursement by City to SchoolsFirst of certain costs incurred by SchoolsFirst for construction of off-site improvements on City owned property which improvements are a regulatory condition to development of the Project. "Release" (with respect to Hazardous Materials) shall mean any releasing, or threat of releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing, or dumping into the environment. "Released Party" and "Released Parties" shall have the meanings set forth in Section 4.5.3. "Releasing Party" shall have the meaning set forth in Section 4.5.3. "Remediate" or "Remediation" shall mean any response or remedial action as defined under Section 101(25) of CERCLA, and similar actions with respect to Hazardous Materials as defined under comparable state and local laws, and any other cleanup, removal, containment, abatement, recycling, transfer, monitoring, storage, treatment, disposal, closure, restoration or other mitigation or remediation of Hazardous Materials or Releases required by any Environmental Agency or within the purview of any Environmental Laws. "Right of First Offer" shall have the meaning set forth in Section 15.3. "Schedule of Performance" shall mean the document attached as Attachment 5 to the Agreement, setting forth the dates and time periods for submissions, approvals and actions, including the construction of the Improvements. "SchoolsFirst" shall have the meaning set forth in Section 1.4.2. "SchoolsFirst Affiliate" shall have the meaning set forth in 2.2.2(b). "SchoolsFirst Closing Conditions" shall have the meaning set forth in Section 7.2.1. Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms— Att 1— 5-28-19 FINAL 12 Federal Credit Union "SchoolsFirst Closing Payment" shall have the meaning set forth in Section 4.3. "SchoolsFirst Headquarters" shall have the meaning set forth in Section 1.2.1. "SchoolsFirst Headquarters Project" shall have the meaning set forth in Section 1.2.2. "SchoolsFirst Parcel" shall have the meaning set forth in Section 1.1.4. "SchoolsFirst Representatives" shall have the meaning set forth in Section 5.3. "SchoolsFirst Title Policy" shall mean the title policies obtained by SchoolsFirst. "Scope of Development" shall mean the description of the Project attached as Attachment 6 to the Agreement. "Second Party" shall have the meaning set forth in Section 16.7.3. "Special Restrictions" shall mean that certain Declaration of Reciprocal Easements, Covenants, Conditions and Restrictions, Including Environmental Restrictions Pursuant to Civil Code Section 1471 in the form and substance of the document attached hereto as Attachment 10, to be executed by the City and acknowledge in Recordable form and Recorded at the Close of Escrow, immediately prior to the Recording of the Quitclaim Deed for the City Property. "Specific Plan" shall mean that. certain Tustin Pacific Center East Specific Plan adopted on February 19, 1991 (Ord. 1057) as the same has been or may be amended from time to time. "State" shall mean the State of California. "Subdivision Map Act" shall mean the California Subdivision Map Act as codified in Cal. Government Code Section 6641,0 et seq. "Successor Owner" shall mean each and every Person owning or acquiring any right, title or interest in or to all or any portion of the Development Parcels. "Supplemental Title Report" shall have the meaning set forth in Section 6.3. "Survey" shall have the meaning set forth in Section 6.1. "Surveyor" shall have the meaning set forth in Section 6.1. "Tenant Improvements Budget" shall have the meaning set forth in Section 4.6.1. "Termination Notice" shall have the meaning set forth in Sections 5.1 and 5_2. "Three Month Carry Cost Payment" shall have the meaning set forth in Section 7.1.2(b). "Title Commitment(s)" shall have the meaning set forth in Section 6.2. Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Att 1 — 5-28-19 FINAL 13 Federal Credit Union "Title Company" shall mean First American Title Insurance Company. "Transfer" shall mean (a) the transfer, sale, assignment, lease, license, entry into ani operating agreement, concession, gift, hypothecation, mortgage, pledge or encumbrance, merger or other similar conveyance (i) of any ownership interest in SchoolsFirst or any entity that Controls or is Controlled by SchoolsFirst, except for transfers of ownership interests occurring as a result of admission of new members or the loss of members occurring in the ordinary course of business of SchoolsFirst's operation, or (ii) of SchoolsFirst's interests in this Agreement, the Special Restrictions, the Landscape Installation and Maintenance Agreement, the Reimbursement Agreement, all or any portion of the Development Parcels or the Improvements thereon, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, or any agreement to do so; (b) the granting of any Mortgage, easement, license, lien or other encumbrance and/or the execution of any installment land sale contract or similar instrument affecting all or a portion of the Development Parcels or the Improvements thereon, or any portion thereof or interest therein and (c) Transfer of Control of SchoolsFirst, or any conversion of SchoolsFirst to an entity form other than a federally chartered credit union. "Transfer of Control" shall mean any one or more of the following, whether made directly or through an intermediary, and whether made in one transaction or in more than one transaction during the Term and whether occurring as a single event or a series of events which result, on a cumulative basis, in (1) any transaction or transaction which result in SchoolsFirst no longer being a federally chartered credit union, except for a transaction whereby SchoolsFirst becomes a mutual benefit corporation in which the former members of SchoolsFirst hold a majority of ownership interests in the resulting mutual benefit corporation; (2) any merger to which SchoolsFirst is a party and is merged into or taken over by the merging entity, unless following completion of the transaction, former SchoolsFirst members hold 51% or more of the ownership interests of the resulting entity; (3) if any successor to SchoolsFirst is a limited liability company, a change in forty-nine percent (49%) or more of the managing members or the interests of the members thereof or which reduces or adversely impacts the managerial powers of such percentage of managing members or members; (4) if any successor to SchoolsFirst is a corporation, including a mutual benefit corporation, a change in forty-nine percent (49%) or more of the directors of thereof or of control of the voting shares thereof which reduces or adversely impacts the managerial powers of such percentage of directors; (5) if any successor to SchoolsFirst is a partnership, a change in forty- nine percent (49%) or more of the general partner of such entity or a change in control of the general partnership interests of such entity which reduces or adversely impacts the managerial powers of such general partner; or (6) if any successor to SchoolsFirst is other than a limited liability company, a corporation or a partnership, any direct or indirect change in actual control or ownership of over 49% of the beneficial interests of such entity. "Transferee" shall mean any Person to which a Transfer is made, including any Successor Owner or Mortgagee. "Triangle Parcel" shall have the meaning set forth in Section 1.1.3. "Underground Materials" shall have the meaning set forth in Section 8.14. Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Att 1 — 5-28-19 FINAL 14 Federal Credit Union "Underground Materials Costs" shall have the meaning set forth in Section 8.14. "Underground Materials Funds" shall have the meaning set forth in Section 8.14. "Underground Removal Work" shall have the meaning set forth in Section 8.14. Tustin — SchoolsFirst — Glossary of Attachment 1 City of Tustin / SchoolsFirst Defined Terms — Att 1 — 5-28-19 FINAL 15 Federal Credit Union ATTACHMENT 2 Legal Description and Depiction of City Parcel CITY PARCEL: BEING ALL OF PARCEL 6, OF PARCEL MAP NO. 2010-127, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 371, PAGES 25 THROUGH 29 INCLUSIVE, OF PARCEL MAPS, RECORDS OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH A PORTION OF THE "OLD' DEL AMO AVENUE EASEMENT ABANDONED AND VACATED BY THE CITY OF TUSTIN PER RESOWTION NO. 17-20, RECORDED DECEMBER 11, 2017 AS INSTRUMENT NO. 2017000530760, OF OFFICIAL RECORDS, ALL MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 6, SAID POINT ALSO BEING ON THE EASTERLY LINE OF NEWPORT AVENUE AND THE SOUTHERLY LINE OF DEL AMO AVENUE AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 6, NORTH 52°25*02' EAST 36,61 FEET TO THE BEGINNING OF A NON-TANGNET CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 620.72 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 06A47'0' WEST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 318.85 FEET THROUGH A CENTRAL ANGLE OF 2!?25'55!* TO THE BEGINNING OF A NON-TANGI,NT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 542.42 FEET, A RADIAL LINE TO SAID POINT SOUTH 21028'27`" EASTY THENCE EASTERLY ALONG SAID, CURVE AN ARC DISTANCE OF 10.32 FEET THROUGH A CENTRAL ANGLE OF 014'05'26' To A POINT ON THE CENTERLINE OF SAID "OLD: DEL AMO AVENUE, A, RADIAL LINE TO SAID POINT BEARS SOUTH 22033'53!' EAST, THENCE WESTERLY ALONG SAID CENTERLINE, SOUTH 39049,091" WEST 759.72 FEET TO A POINT ON A NON TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 151230 FEET, SAID CURVE BEING SAID EASTERLY LINE OF NEWPORT AVENUE, A RADIAL LINE TO SAID POINT BEARS SOUTH 66000'57" EAST; THENCE NORTHERLY ALONG SAID CURVE AN ARC DISTANCE OF 374.22 FEET THROUGH A CENTRAL ANGLE OF 14PI0'41"; THENCE NORTH 09048'227 EAST 159.02 FEET TO THE POINT OF BEC -INNING, CONTAINS: 77,117 FT — 1.770 ACRES ALD EN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS LI ONSOCIATES 2552 NV14.)TE ROAQ, SWB 8 - IRVfNB, CA 92614-6236 (949) 6604110 FAX 660-0418 SHEET 1 OF 2 Depiction of City Parcel - Att 2 - FDTAL 1 Federal Credit Union ATTACHMENT 2 cu ..rMT jNgH ! AG FEET L�3E T & r ✓ EN%N� Rs - r; l vl�v xc�T o PLA xs S SQ �'TE S 215s2 VRffE 40AD, Su1TE 13- IR , - R X2614-6236 FAx.6cn-t+is SHEET 2 OF Tustin - SchoolsFirst -Legal Description & Attachment 2 City of Tustin / SchoolsFirst Depiction of City Parcel - Att 2 - FINAL 2 Federal Credit Union ATTACHMENT 3 Legal Description and Depiction of SchoolsFirst Parcel BEING ALL OF PARCELS 1 AND 2 OF LOT LINE ADJUSTMENT NO. 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT NO, 2014000307038, OF OFFICIAL RECORDS. TOGETHER WITH ALL OF PARCELS 3 AND 4 OF LOT LINE ADJUSTMENT NO. 90-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED AUGUST 31, 1990 AS INSTRUMENT NO. 90-466900, OF OFFICIAL RECORDS, TOGETHER WITH A PORTION OF "OLD DEL AMO AVENUE" RIGHT OF WAY EASEMENT AS ABANDONED AND VACATED BY THE CITY OF TUSTIN PER RESOLUTION N0, 17-20, RECORDED DECEMBER 11, 2017 AS INSTRUMENT NO. 2017000530760, OF OFFICIAL RECORDS. CONTAINS: 752,946 SQ. FT. — 17.285 ACRES MORE OR LESS VWDEN & SOCLATES CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE 8 • IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 SHEET 1 OF 2 Tustin - SchoolsFirst - Legal Description & Attachment 3 City of Tustin / SchoolsFirst Depiction of SchoolsFirst Parcel - Att 3 - FINAL 1 Federal Credit Union ATTACHMENT 3 Legal Description and Depiction of SchoolsFirst Parcel Tustin - SchoolsFirst - Legal Description & Attachment 3 City of Tustin / SchoolsFirst Depiction of SchoolsFirst Parcel - Att 3 - FINAL 2 Federal Credit Union ATTACHMENT 4 Description and Depiction of Headquarters Parcel and Parking Parcel HEADQUARTERS PARCEL: BEING ALL OF PARCEL 6, OF PARCEL MAP NO. 2010-127, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 371, PAGES 25 THROUGH 29 INCLUSIVE, OF PARCEL MAPS, RECORDS OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH PORTIONS OF PARCELS 1 AND 2 OF LOT LINE ADJUSTMENT NO. 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT NO. 2014000307038, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF PARCEL 3 OF LOT LINE ADJUSTMENT NO. 90-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED AUGUST 31, 1990 AS INSTRUMENT NO. 90-466900, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF THE "OLD" DEL AMO AVENUE EASEMENT ABANDONED AND VACATED BY THE CITY OF TUSTIN PER RESOLUTION NO. 17-20, RECORDED DECEMBER 11, 2017 AS INSTRUMENT NO. 2017000530760, OF OFFICIAL RECORDS, ALL MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 6, SAID POINT ALSO BEING ON THE EASTERLY LINE OF NEWPORT AVENUE AND THE SOUTHERLY LINE OF DEL AMO AVENUE AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 6, NORTH 52025'08" EAST 36.61 FEET TO THE BEGINNING OF A NON-TANGNET CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 620.72 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 06047'40" WEST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 318.85 FEET THROUGH A CENTRAL ANGLE OF 29°25'55' TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 542.42 FEET, A RADIAL LINE TO SAID POINT SOUTH 21028'27' EAST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 32.52 FEET THROUGH A CENTRAL ANGLE OF 03°26'07; THENCE SOUTH 24054'35" EAST 46.55 FEET; THENCE SOUTH 50°11'11" EAST 84.43 FEET; THENCE SOUTH 39048'49" WEST 156.13 FEET; THENCE SOUTH 50011'11" EAST 10.67 FEET; THENCE SOUTH 39048'49" WEST 321.58 FEET; THENCE NORTH 50011'11° WEST 10.67 FEET; THENCE SOUTH 39048'49" WEST 260.36 FEET; THENCE NORTH 65°29'30" WEST 137.29 FEET TO A POINT ON A NON -TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1512.30 FEET, SAID CURVE BEING SAID EASTERLY LINE OF NEWPORT AVENUE, A RADIAL LINE TO SAID POINT BEARS SOUTH 65°26'31" EAST; THENCE NORTHERLY ALONG SAID CURVE AN ARC DISTANCE OF 389.38 FEET THROUGH A CENTRAL ANGLE OF 14045'07; THENCE NORTH 09048'22" EAST 159.02 FEET TO THE POINT OF BEGINNING. CONTAINS: 184,283 SQ. FT. - 4.230 ACRES PARKING PARCEL: BEING A PORTION OF PARCEL 2 OF LOT LINE ADJUSTMENT NO. 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT NO. 2014000307038, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING A POINT ON THE EASTERLY LINE OF SAID PARCEL 2, SAID POINT 25.74 FEET FROM THE SOUTHEASTERLY CORNER OF SAID PARCEL 2; THENCE FEET; THENCE NORTH 39°48'49" EAST 52.21 FEET; THENCE SOUTH 50°11'11" NORTH 39048'49" EAST 321.58 FEET; THENCE NORTH 50°11'11" WEST 10.67 EAST 52.21 FEET; THENCE SOUTH 50°11'11" EAST 250.67 FEET TO A POINT PARCEL 2; THENCE SOUTHERLY ALONG SAID EASTERLY LINE, SOUTH 39048'49' POINT OF BEGINNING. CONTAINS: 103,365 SQ. FT. - 2.373 ACRES BEING NORTH 39048'49" EAST NORTH 50011'11" WEST 250.67 EAST 10.67 FEET; THENCE FEET; THENCE NORTH 39°48'49" ON SAID EASTERLY LINE OF SAID WEST 426.00 FEET TO THE ALDEN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNER' VA S S 0 CIATE S 2552 WHITE ROAD, SUITE B • IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 SHEET 1 OF 2 Depiction of HQ & Parking Parcel- Att 4- FINAL I Federal Credit Union ATTACHMENT 4 and Depiction of Headquarters Parcel and Parkins Parcel CURVE TABLE CURVE DELTA RADIUS LENGTH C1 14045'07' 1512.30' 389.37' C2 29025'55° 620.72' 318.85' C3 03°26'07 1 542.42' 1 32.52' 150 75 0 150 SCALE IN FEET 1 INCH = 150 FEET NO, . N U, o Ab r; C i 0 T�� AWSJ• 2 `4PMB 37 4P 7-AI-CA_TF---D) ULD DSL AMD ,\VEJ�JU __ _ HEADQUARTERS PARCE t I 1 X83 ST FT.- � 1 I 4.230 ACRES I L8 20_ I kk1 N !O Ln 0 1 I LINE TABLE LINE BEARING DISTANCE L1 N 09048'22" E 159.02' L2 N 52025'08" E 36.61' L3 N 24054'35' W 46.55' L4 N 50011'11" W 84.43' L5 N 39048'49" E 156.13' L6 N 50011'11" W 10.67' L7 N 39048'49" E 321.58' L8 N 39048'49" E 260.36' L9 N 65029'30' W 137.29' L10 N 50011'11" W 250.67' L11 N 39049'30" E 426.00' L12 N 80042'32" W 116.69' U, o Ab r; C i 0 T�� AWSJ• 2 `4PMB 37 4P 7-AI-CA_TF---D) ULD DSL AMD ,\VEJ�JU __ _ HEADQUARTERS PARCE t I 1 X83 ST FT.- � 1 I 4.230 ACRES I L8 20_ I kk1 N !O Ln 0 1 I PARKING PARCEL 103,356 SQ. FT. o J �' 2.373 ACRES bl 1L11 A. T. & S. F. RAILROAD ALDEN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS SS 0 CIATE S 2552 WINE ROAD, SUITE B • IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 SHEET 2 OF 2 1 UDL111 ' Jli11VV1J1' 11 JL - J 6Ugdl "r6tA1PL1U11 IX. 21ULUUM11CUL '+ uiLy OI 1 usun / 5cnoo1SNlrst Depiction of HQ & Parking Parcel- Att 4- FINAL 2 Federal Credit Union 1� L7 - r% N N PARKING PARCEL 103,356 SQ. FT. o J �' 2.373 ACRES bl 1L11 A. T. & S. F. RAILROAD ALDEN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS SS 0 CIATE S 2552 WINE ROAD, SUITE B • IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 SHEET 2 OF 2 1 UDL111 ' Jli11VV1J1' 11 JL - J 6Ugdl "r6tA1PL1U11 IX. 21ULUUM11CUL '+ uiLy OI 1 usun / 5cnoo1SNlrst Depiction of HQ & Parking Parcel- Att 4- FINAL 2 Federal Credit Union ATTACHMENT5 SCHEDULE OF PERFORMANCE Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Att 5 - 5-28-19 FINAL 1 Federal Credit Union DDA Item Action Responsible Party Section 1. Prior to Execution of Agreement a. 4.6.1 SchoolsFirst shall have Ten (10) calendar days prior to the Effective Date. SchoolsFirst provided the City with a proforma for the Project approved by City staff b. 4.6.3 SchoolsFirst shall have Sixty (60) calendar days prior to the Effective Date. SchoolsFirst applied for all Applicable Approvals and other Entitlements, if any C. 4.6.5; SchoolsFirst shall have Sixty (60) calendar days prior to the Effective Date. SchoolsFirst 8.5.3 caused the Project plans for entitlement purposes to be submitted to the City and approved by the City 2. Execution of Agreement; Delivery of Deposits and Instruments by SchoolsFirst; Opening of Escrow a. Per ENA, SchoolsFirst At least 14 days prior to City Council hearing considering the SchoolsFirst executes Agreement Agreement. and delivers three (3) original copies to City Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Att 5 - 5-28-19 FINAL 1 Federal Credit Union ATTACHMENT SCHEDULE OF PERFORMANCE Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Perfonnance - Att 5 - 5-28-19 FINAL 2 Federal Credit Union DDA Item Action Responsible Party Section b. 4.3; 4.4 SchoolsFirst delivers No later than five (5) Business Days after the date upon which Escrow Holder, SchoolsFirst Purchase Price Deposit Escrow Holder delivers email notice to the individuals specified to Escrow and City in Section 4.4 of the Agreement, specifying that the City has Costs Deposit to City delivered three (3) fully executed originals of the Agreement to Escrow Holder. C. 4.4 Opening of Escrow The date upon which the last of each of the following has SchoolsFirst, City occurred: (a) City has delivered to Escrow Holder three (3) fully executed originals of the Agreement and (b) SchoolsFirst has delivered: (i) to Escrow Holder, the full amount of the Purchase Price Deposit in cash and (ii) to the City (1) the City Costs Deposit in the amount of Twenty Five Thousand Dollars ($25,000) in cash, (2) the insurance binders required by Section 4.6.6, and (3) the certificate required by Section 4.6.7. Note: if any of the items listed in clauses (b)(ii)(1), (2) or (3) above are not delivered by SchoolsFirst within five (5) Business Days after the date upon which Escrow Holder delivers email notice to the individuals specified in Section 4.4 of the Agreement, specifying that the City has delivered three (3) fully executed originals of the Agreement to Escrow Holder, Escrow shall not open and the Agreement shall terminate as described in Section 4.4 of the Agreement. d. 5.6 City to provide Within ten (10) Business Days following the Effective Date. City SchoolsFirst with copies of certain Records and Materials Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Perfonnance - Att 5 - 5-28-19 FINAL 2 Federal Credit Union ATTACHMENT 5 SCHEDULE OF PERFORMANCE 3. License a. 5.3 Access License License shall commence on the Effective Date, may be revoked City by the City during the continuation of any Potential Default or Material Default by SchoolsFirst, or upon termination of this Agreement by any Party, and shall be automatically revoked and terminated with respect to each Parcel(s) upon the earlier to occur of a delivery by SchoolsFirst of a Termination Notice or the Close of Escrow for such Parcel(s). b. 5.4 Insurance Insurance for access license to be provided from and after the SchoolsFirst Effective Date. 4. Conveyance of Property from City to SchoolsFirst a. 4.6.1 Financing Plan Not less than thirty (30) calendar days prior to the Close of SchoolsFirst Escrow. b. 4.6.1 CFO Certification of Not less than thirty (30) calendar days prior to Close of Escrow. SchoolsFirst preliminary tenant improvements budget C. 4.6.1, Submittal of evidence Not less than thirty (30) calendar days prior to Close of Escrow SchoolsFirst 4.6.2, of financing and thereafter until issuance of Certificate of Compliance. 4.6.9 d. 5.1, 5.2 Due Diligence Period Due Diligence Period commences on the Effective Date and ends SchoolsFirst s sixty (60) calendar days after the Effective Date at 4:00 p.m. Pacific Time. Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Att 5 - 5-28-19 FINAL 3 Federal, Credit Union ATTACHMENT SCHEDULE OF PERFORMANCE e. 5.1 SchoolsFirst may give Prior to end of the Due Diligence Period. SchoolsFirst City the "Diligence Termination Notice" on or before the end of the Due Diligence Period Failure to do so shall be a waiver of SchoolsFirst's right to object to any Due Diligence Matters. f. 6.1 Survey by SchoolsFirst Prior to the end of the Due Diligence Period. SchoolsFirst g. 6.2 Additional Title Review Prior to the end of the Due Diligence Period. SchoolsFirst h. 6.3 Supplemental Title SchoolsFirst shall provide the City a copy of any Supplemental SchoolsFirst Reports Title Report within ten (10) calendar days after SchoolsFirst's receipt of any report issued by the Title Company concerning the City Property. i. 7.2.1(a) City delivery of all Not later than two (2) Business Days prior to Close of Escrow. City Close of Escrow documents j. 7.2.2(a), SchoolsFirst delivery of No later than one (1) Business Day prior to Close of Escrow. SchoolsFirst 4.3(b), SchoolsFirst Closing 12.2.2 Payment, Occupancy Deposit and other payments due k. 7.2.2(b) SchoolsFirst delivery of No later than two (2) Business Days prior to the Close of Escrow. SchoolsFirst all Close of Escrow documents Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Att 5 - 5-28-19 FINAL 4 Federal Credit Union ATTACHMENT 5 SCHEDULE OF PERFORMANCE I. 7.3.1, Closing Cost Escrow Holder shall have delivered at least two (2) Business Days Escrow Holder 7.4.4(d) Statement, Prorations prior to the Close of Escrow a statement of costs to each Party. A copy of the schedule of prorations as agreed upon by SchoolsFirst and the City shall be delivered to Escrow Holder at least three (3) Business Days prior to the Close of Escrow. M. 7.1.1 Close of Escrow The earlier of (a) sixty (60) calendar days following the last to SchoolsFirst, City occur of the satisfaction of the SchoolsFirst Closing Conditions set forth in Sections 7.2.1(c), (d), (e), and (h) of the Agreement and the City Closing Conditions set forth in Section 7.2.2(c), (d), (g), (h), (i), (j), (k) and (1) of the Agreement (or the waiver thereof by the applicable Party) and (b) September 24, 2019 as the same may be extended as provided in Section 7.1.2 of the Agreement. n. 8.14 Underground Materials Escrow Holder shall retain at Close of Escrow $25,000 for the Escrow Holder Funds Underground Removal Work. o. 7.1.2(a) Extension of Outside If all other conditions precedent to the Close of Escrow set forth City, SchoolsFirst Closing Date (Permit) in Section 7.1.1 have been satisfied and provided that SchoolsFirst has applied for and submitted all materials required for issuance of grading permits and building permits required for construction of the Project and such applications and submittals have been deemed complete by the City, but the City is not prepared to issue the grading permits and building permits prior to the Outside Closing Date, then the Outside Closing Date shall be extended by such period of time as is required for the City to complete its review of the grading and building permits and for an additional thirty (30) calendar day period thereafter, in order to allow the City time to complete its review and processing of the permits; provided that the total extension for such purpose shall not exceed ninety (90) calendar days unless otherwise agreed by the Parties. Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Art 5 - 5-28-19 FINAL 5 Federal Credit Union ATTACHMENT 5 SCHEDULE OF PERFORMANCE P. 7.1.2(b) Extension of Closing If SchoolsFirst desires to extend the Closing Date or Outside Date or Outside Closing Closing Date for reasons other than in Section 7.1.2(a), it shall Date (Other) send a written request for a three (3) month extension to the City at least thirty (30) calendar days in advance. The City shall notify SchoolsFirst of its determination within fifteen (15) calendar days of its receipt of any extension request. Any such extension shall become effective if and only if, on or before the date that is five (5) calendar days prior to the Closing Date or Outside Closing Date, as the case may be, SchoolsFirst pays to the City the amount of Thirty Six Thousand Six Hundred Fifty Dollars ($36,650.00) ("Three Month Carry Cost Payment") for each three (3) month extension. In no event shall the Outside Closing Date be extended beyond September 24, 2020 without approval of the City Council in its sole discretion. S. Entitlements, Plans, Grading, Infrastructure, Utilities, Building Permits 4.6.5, SchoolsFirst shall 8.3.5,8.5.3 submit for approval by the City in its Governmental Capacity, final design entitlement drawings and related documents conforming to the requirements of the City Code and including the required contents listed in Chapter 5 of the Specific Plan. At least ninety (90) days prior to Close of Escrow. City, SchoolsFirst SchoolsFirst Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Att 5 - 5-28-19 FINAL 6 Federal Credit Union ATTACHMENTS SCHEDULE OF PERFORMANCE b. 4.6.3 SchoolsFirst shall have Prior to the Close of Escrow, subject to extension for Force SchoolsFirst obtained all Applicable Majeure to extent permitted by Section 4.6.3. Approvals, other Entitlements, if any, and Development Permits. C. 8.1.1 Completion Bonds as Prior to the Close of Escrow. SchoolsFirst required by City Building Department and Public Works plan check requirements and other bonding required by the Reimbursement Agreement. d. 8.3.1 Recording of Lot Line At Close of Escrow. Escrow Holder Adjustment e. 8.1 SchoolsFirst submits At least ninety (90) days prior to Close of Escrow. SchoolsFirst construction drawings for the Improvements (other than tenant improvements) plans for approval f. 8.1 SchoolsFirst submits At least ninety (90) days prior to Close of Escrow. SchoolsFirst Reimbursement Agreement facilities plans for approval Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Att 5 - 5-28-19 FINAL 7 Federal Credit Union ATTACHMENT 5 SCHEDULE OF PERFORMANCE g. 8.1 City issues Within ten (10) Business Days following City review and City Improvements and SchoolsFirst fulfilling all requirements. Reimbursement Agreement facilities permits h. 8.1 City issues building With respect to each building permit application, the City shall City permits use good faith efforts to issue within ten (10) Business Days following: (a) building division approval of building plans; (b) SchoolsFirst's payment of all required fees associated with the building permits; (c) satisfaction of all required conditions of approval associated with building permits. 6. Construction a. 8.1.1 SchoolsFirst Within sixty (60) days from the Close of Escrow. SchoolsFirst commences construction of Improvements b. 8.1.1 SchoolsFirst Within eighteen (18) months from the Close of Escrow. SchoolsFirst commences construction of the Reimbursement Agreement facilities C. 8.1.1, SchoolsFirst Completes On or before the Occupancy Outside Date, SchoolsFirst 8.1.3, construction of 8.2.1, Improvements (for the 8.2.2. and avoidance of doubt, 8.7(e) the `Improvements" include the Public Benefit Improvements Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Aft 5 - 5-28-19 FINAL 8 Federal Credit Union ATTACHMENTS SCHEDULE OF PERFORMANCE Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Att 5 - 5-28-19 FINAL 9 Federal Credit Union as defined in the DA) d. 8.14(a) Underground Removal Prior to commencement of the Underground Removal Work. SchoolsFirst Work Scope e. 8.14(a) Underground Removal If submittal will not result in delay or added expense, SchoolsFirst, City Work Change Orders SchoolsFirst shall submit all change orders for the Underground Removal Work to City for approval prior to execution of each change order. f. 8.14 Underground Removal Upon completion, SchoolsFirst shall submit to City and Escrow SchoolsFirst, City, Escrow Work Payment Holder invoices for the actual costs (without markup) incurred Holder for the Underground Removal Work. City shall approve or disapprove invoices within ten (10) days. Upon approval by the City of submitted invoices, Escrow Holder shall pay to SchoolsFirst from the Underground Materials Funds, an amount equal to one-half of the amount of such invoices, up to a maximum total payment equal to the Underground Material Funds. g. 4.6.1 SchoolsFirst shall Within ten (10) Business Days following receipt by SchoolsFirst SchoolsFirst submit a Final Tenant of bids for the costs of development and construction of all the Improvement Budget Improvements (as applicable), if different from the budget Submittal provided at Close of Escrow. Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Att 5 - 5-28-19 FINAL 9 Federal Credit Union ATTACHMENT5 SCHEDULE OF PERFORMANCE 7. Occupancy Requirement a. 12.2.3 Occupancy Outside Date The earlier of (a) twelve (12) months following the issuance SchoolsFirst by the City of the Certificate of Occupancy for the Office Building, or (b) the date that is forty-two (42) months from the Close of Escrow, provided that if a foundation building permit has been issued for the Office Building and Parking Structure and work upon the foundation of the Office Building and Parking Structure have commenced upon the Development Parcel by the last day of such forty-two (42) month period, the period shall be extended for an additional six (6) months to a maximum of forty eight (48) months from the Close of Escrow. b. 12.2.1 Occupancy Date SchoolsFirst shall provide written certification to City made SchoolsFirst by an authorized officers of Schools First of the occurrence of the Occupancy Date immediately upon the occurrence thereof. Unless such certification is contested by the City within thirty (30) Business Days following receipt thereof, SchoolsFirst shall be deemed to have satisfied the Occupancy Requirement and the date of satisfaction shall be the date upon the certificate provided by SchoolsFirst. C. 12.2.2 Occupancy Deposit If SchoolsFirst achieves the Occupancy Requirement on or City, SchoolsFirst Disbursement before the Occupancy Outside Date then City shall refund the Occupancy Deposit in full to SchoolsFirst. IfSchoolsFirst fails to achieve the Occupancy Requirement before the Occupancy Outside Date, then City shall be entitled, without any further action or requirement, to retain the Occupancy Deposit in full as liquidated damages as further set forth in Section 12.2.5. Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Aft 5 - 5-28-19 FINAL 10 Federal Credit Union ATTACHMENT 5 SCHEDULE OF PERFORMANCE d. 12.1 SchoolsFirst shall provide Until issuance of a Certificate of Compliance. the City with written notice of the identity of each End User and the intended operational location of such End User at least fifteen (15) Business Days prior to execution of any lease or other agreement to an End User in order to permit the City to confirm that the covenants set forth in Sections 12.1 and 12.2 of the Agreement have not been breached. 8. Non -Construction Obligations Following Close of Escrow a. 4.6.1, Submittal of evidence of Not less than thirty (30) calendar days prior to Close of SchoolsFirst 4.6.2, financing and other Escrow and thereafter upon request of the City from time to 4.6.9, requirements of Sections time until issuance of Certificate of Compliance. 8.6.1 4.6.1 and 4.6.2 b. 4.6.4, Guaranty A Guaranty shall be provided if required by the terms of the City, SchoolsFirst, Guarantor 8.6.3 Agreement. Any Guaranty provided to the City shall not be amended, modified or terminated prior to issuance of a Certificate of Compliance without the approval of the City in its sole discretion. Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Performance - Art 5 - 5-28-19 FINAL 1 I Federal Credit Union ATTACHMENTS SCHEDULE OF PERFORMANCE C, 11.1 Insurance All insurance required by Article 11 of the Agreement shall SchoolsFirst be kept in force with respect to the Development Parcels until the issuance by the City of the Certificate of Compliance and for so long thereafter as necessary to cover any Claims of damages suffered by persons or property prior to issuance of a Certificate of Compliance for the Project. d. 11.1.2 Insurance An Accord certificate evidencing the existence of insurance SchoolsFirst policies meeting the requirements of the Agreement and providing the required endorsements and signed by the authorized representative of the underwriter and approved by the City shall be delivered as a condition to the Close of Escrow and annually upon renewals of each policy until issuance of a Certificate of Compliance for the Project. 9. Certificate of Compliance a. 9.1, 9.4 SchoolsFirst submits After (a) Completion of all construction and development SchoolsFirst request for issuance of required to be undertaken by SchoolsFirst in conformity with the the Certificate of DDA and in accordance with the Schedule of Performance and Compliance (b) satisfaction by SchoolsFirst of the Conditions Precedent. b. 9.1, City approves or Within ten (10) Business Days following submission of request City 9.4.3 disapproves the request for the Certificate of Compliance and satisfaction of all for the Certificate of Conditions Precedent. Compliance C. 9.4.1 City causes the Recording Within five (5) Business Days following issuance of Certificate of City of the Certificate of Compliance by City. Compliance Tustin - SchoolsFirst - Schedule of Attachment 5 City of Tustin / SchoolsFirst Perfonnance - Att 5 - 5-28-19 FINAL 12 Federal Credit Union ATTACHMENT 6 SCOPE OF DEVELOPMENT Initially capitalized terms used but not defined in this Scope of Development shall have the meanings set forth in the DDA to which this Scope of Development is attached. This Scope of Development is intended to provide a general summary of the development proposed by SchoolsFirst as part of the SchoolsFirst Headquarters Project (Project) and does not supersede or modify any provision of the DDA, the DA, the conditions of approval for the Entitlements, or the Other Agreements with respect to the scope of development or the City requirements in connection therewith. I. LAND USE AND ENTITLEMENTS The Development Parcels are zoned Planned Community Commercial (PC COM) and Pacific Center East Specific Plan (SP 11) and are located within Planning Areas 7, 9, 11 and 14 of the Pacific Center East Specific Plan with a Land Use Plan designation of Regional Center and Technology Center and General Plan Land Use designation of Planned. Community Commercial/Business (PCCB). The Development Parcels are bounded on the south by Southern California Regional Rail Authority (SCRRA) railroad, tracks, on the west by an existing SchoolsFirst office building at 15442 Newport Avenue, on the north by Newport Avenue and Del Amo Avenue, and on the east by an additional SchoolsFirst office building at 15222 Del Amino Avenue. The Project is the subject of a statutory Development Agreement (DA) 2018-00001 proposed to be approved by the City concurrently with the approval of the DDA. The Project is also subject to the following Entitlement Approvals: (a) Design Review 2018-00023, (b) Conditional Use Permit 2018-00015, and (c) Lot Line Adjustment 2018-00003. II. IMPROVEMENTS The "Improvements" to be constructed pursuant to the DDA include, without limitation, the following physical facilities to be constructed on the Development Parcels, the SchoolsFirst Parcel and adjoining areas owned by the City and those additional Improvements described in the DDA, the DA and the Landscape Installation and Maintenance Agreement: A. Improvements (vertical) SchoolsFirst shall be responsible for design and construction of the vertical elements of the Project on the Development Parcels primarily comprised of an Office Building, Parking Structure and Credit Union Branch Building. 1. Office Building: A steel frame, three story, approximately 180,000 square foot office building with a glass building exterior, horizontal metal fins, and varying cantilevered sections. Tustin - SchoolsFirst - Scope of Attachment 6 City of Tustin / SchoolsFirst Development - Att 6 - 5-13-19 FINAL 1 Federal Credit Union 2. Parking Structure: A four level, approximately 920 space parking structure located to the southeast of the Office Building designed with two elevator towers located on the northwest and southwest corners of the structure. 3. Credit Union Branch Building: A one story, approximately 5,000 square foot retail bank branch located south of the Office Building with metal facades and glass walls to complement the Office Building. B. Improvements (horizontal) SchoolsFirst shall be responsible for design and construction of the horizontal components of the Project, which include, but are not limited to, all surveying, rough and precise grading, import and export of dirt as required, dewatering, asphalt paving, including any necessary overlays, driveways, sidewalks, concrete, curb and gutter, landscaping, all traffic control, striping and signage and. other work to construct improvements in accordance with Tustin City standards, all public and private streets, roadways, drives, alleyways, sidewalks, medians, landscaping and parking lots, and all utilities required in connection with the vertical improvements to be constructed upon the Development Parcels to the boundary of each building, structure or other improvement requiring such utility access as required by the Approved Project Plans, the DA and/or the conditions of approval for the Entitlements. C. Landscape Improvements SchoolsFirst shall be responsible for design, construction, installation and maintenance of any and all landscaping, irrigation and/or hardscape improvements, including utilities related to foregoing and sidewalks (excluding maintenance of City -owned sidewalks), in each case, whether owned by the City or SchoolsFirst, existing within the Landscape Areas or to be constructed on the Landscape Areas as required by the Approved Project Plans, the DA, the conditions of approval for the Entitlements and/or the Landscape Installation and. Maintenance Agreement. D. Public Benefit Improvements SchoolsFirst shall design and construct the "Public Benefit Improvements" pursuant to the DA. The Public Benefit Improvements fall into three categories, (1) the Reimbursable Public Improvements, which are subject to reimbursement by the City to SchoolsFirst in accordance with the terms and conditions of the Reimbursement Agreement, (2) the Non -Reimbursable Public Improvements, which are not reimbursable by the City but are subject to the terms and conditions of the Reimbursement Agreement, and (3) the Non -Reimbursable Private Improvements. All Improvements shall be designed, installed and constructed to Completion in accordance with the terms of the DDA, the DA and the Other Agreements, the conditions of approval for the Entitlements and all other Governmental Requirements applicable to the Project. Tustin - SchoolsFirst - Scope of Attachment 6 City of Tustin / SchoolsFirst Development - Att 6 - 5-13-19 FINAL 2 Federal Credit Union ATTACIIMENT 7 PRELIMINARY PLANS CITY OF TUSTIN alt-LI-IAY PROPOSED BUILDING RH,2-OFFICE rOffl,, Bddig'—p—t af H.dqu. rt "'u "N ft,.111d,1111) II 11 11' I I 11 PROPOSED BUILDING RH-2 BRAND, ("Credit Unh,, SchoolsFirst fi.dquM- ftjW under DDA) IT 1, Plans - Aft 7 - 4-23-19 M 17 PROPOSED I LEVEL PLAN PARKING GARAGE (",,k1,gSba,w waw..W "'ch,=, ..DDA) A EXISTING BUILDING RH-3 SITE 7 AYOUT&MATERIAL8 NOTES 'Tustin / SchoolsFirst — Federal Union SMITHROUP do oo�91? TAoN as OVERALLSITEPLAN —.—CS000 EXISTINGBUILDING RH-I Tustin - SchoolsFirst - Pre] Plans - Aft 7 - 4-23-19 M 17 PROPOSED I LEVEL PLAN PARKING GARAGE (",,k1,gSba,w waw..W "'ch,=, ..DDA) A EXISTING BUILDING RH-3 SITE 7 AYOUT&MATERIAL8 NOTES 'Tustin / SchoolsFirst — Federal Union SMITHROUP do oo�91? TAoN as OVERALLSITEPLAN —.—CS000 ATTACHMENT 8 FORM OF MEMORANDUM OF DDA CITY OF TUSTIN OFFICIAL BUSINESS REQUEST DOCUMENT TO BE RECORDED AND TO BE EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE SECTIONS 6103 AND 27383. Recording requested by and when recorded mail to: Attn: City Manager The City of Tustin 300 Centennial Way Tustin, CA 92780 SPACE ABOVE THIS LINE FOR RECORDER'S USE MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT FOR SCHOOLSFIRST HEADQUARTERS PROJECT [PRIOR TO EXECUTION, CONFORMALL QUOTED SECTIONS OF DDA TO THEN CURRENT VERSION OF DDA] This MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT FOR SCHOOLSFIRST HEADQUARTERS PROJECT ("Memorandum") is made as of —, 20_ ("Memorandum Effective Date") by and among the CITY OF TUSTIN, a municipal corporation of the State of California ("City") and ffif no Assignment or Merger.} SchoolsFirst Federal Credit Union, a federally chartered credit union ("Sch oolsFirst') /flf Assignment or Merger.-) ("SchoolsFirst'), successor in interest to SchoolsFirst Federal Credit Union, - a federally chartered credit union) to memorialize the execution and delivery by SchoolsFirst and City of that certain Disposition and Development Agreement for SchoolsFirst Headquarters Project, dated as of —, 20 [[if amended.) (the "Original DDA') as amended by that certain Amendment No. —to Disposition and Development Agreement for SchoolsFirst Headquarters Project dated,as of 20 (as amended, the "DDA')] Ifif not amended.) ("DDA ")]. The City and SchoolsFirst are sometimes referred to herein individually as a "Party" and collectively as the "Parties." Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the DDA. Tustin - SchoolsFirst - Form of Memorandum Attachment 8 City of Tustin / SchoolsFirst of DDA - Att 8 - 5-13-19 FINAL 1 Federal Credit Union Real Property Affected by the DDA. 1.1 The Development Parcels. The property affected by the DDA is comprised of (i) the land legally described and depicted on Exhibit A attached hereto and incorporated herein by reference which as of the DDA Effective Date is owned by SchoolsFirst and (ii) the City Property (as defined below) ((i) and (ii) collectively, the "Development Parcels"). 1.2 Quitclaim Deed. At the Close,of Escrow (which shall take place, if at all, upon the satisfaction, or waiver by the benefited party, of the Closing Conditions), the City shall convey to SchoolsFirst pursuant to that certain Quitclaim Deed and Covenants, Conditions and Restrictions, Including Environmental Restriction Pursuant to Civil Code Section 1471 of even date herewith ("Quitclaim Deed"), that certain real property legally described on Exhibit B ("City Parcel"), but excepting from the land so conveyed the matters set forth in Section 1 of such Quitclaim Deed ("City Property"). 1.3 Declaration. This Memorandum has been executed as of the Memorandum Effective Date and shall be recorded in the Office of the Orange County Clerk Recorder's Office (the "Official Records") to memorialize the execution and delivery of the DDA by the City and SchoolsFirst. 2. Effect of the DDA. The DDA imposes certain obligations, agreements, covenants, conditions and restrictions with respect to the Development Parcels and with respect to SchoolsFirst's acquisition of the City Property and development, use, operation and ultimate disposition of the Development Parcels, that run with the Development Parcels, unless and until terminated in accordance with their respective terms, as further set forth in the DDA. Among these obligations are the following: (a) Certain restrictions on Transfer, conveyance and/or assignment of the DDA and/or the Development Parcels and Improvements thereon or any portion thereof or interest therein, whether voluntary or involuntary, and certain restrictions on the Transfer of Control of SchoolsFirst or SchoolsFirst's Controlling Person, each contained in Section 2 of the [Original) DDA, that terminate as to all of the Development Parcels upon execution and Recording by the City of a Certificate of Compliance; (b) Certain restrictions on Mortgages contained in Sections 2.2.1, 2.2.3 and 8.11 of the {Original} DDA, including without limitation, a prohibition on encumbrance of the Development Parcels with any Mortgage, which limitations terminate as to all of the Development Parcels upon execution and Recording by the City of a Certificate of Compliance; (c) The releases contained in Section 4.5.3 of the {Original) DDA that remain in effect in perpetuity and run with the land for the benefit of the City and its Governmental Successors burdening the Development Parcels and the Successor Owners thereof owning all or any portion of such land and all Persons claiming by, through or under SchoolsFirst or any Successor Owner which, to further evidence its effectiveness with respect to Successor Owners of the Development Parcels, shall be included in its entirety in the Special Restrictions. Tustin - SchoolsFirst - Form of Memorandum Attachment 8 City of Tustin / SchoolsFirst of DDA Att 8 - 5-13-19 FINAL 2 Federal Credit Union (d) The indemnities set forth in Sections 4.6.9(b), 5 5 6_1, &10,.&l 1, 10.1, 10.2, and 16.12 of the {Original} DDA which run with the land and bind SchoolsFirst, its successor and assigns and each and every Successor Owner, which shall survive the Close of Escrow and the execution and Recording by the City of the Certificate of Compliance and shall not merge into the Quitclaim Deed; (e) The Right of First Offer in favor of the City, contained in Section 15.3 of the {Original} DDA (copied verbatim below), that terminates as to all Development Parcels upon commencement of construction of the shell and core for the vertical Improvements comprising the Office Building component of the Project on the Headquarters Parcel. For ease of reference only, the following italicized provisions are copied verbatim from the {Original) DDA: 15.3 Right of First Offer. Prior to commencement of construction of the shell and core for the vertical Improvements comprising the Office Building component of the Project on the Headquarters Parcel, in the event SchoolsFirst proposes to offer to sell, transfer or convey the Headquarters Parcel or any portion thereof, SchoolsFirst shall first offer to sell the portion of the Headquarters Parcel it intends to sell ("Offer Property ") to the City in accordance with the following provisions ("Right of First Offer'): 15.3.1 Offer Notice. SchoolsFirst shall deliver a notice ("Offer Notice') to the City stating its good faith intention to sell the Offer Property and setting forth the purchase price for the Offer Property. The purchase price for the Offer Property shall be equal to eighty percent (80%) of the per square foot Purchase Price paid by SchoolsFirst for the City Property multiplied by the square footage of the Offer Property. The Offer Notice may contain other standard and commercially reasonable terms and conditions for close of escrow with respect to the Offer Property, which shall be in substantially the form and substance of the terms for close of escrow with respect to the City Property in this Agreement. 15.3.2 Acceptance. The City shall have a period of thirty (30) calendar days following its receipt of the Offer Notice to provide written notice to SchoolsFirst of its agreement to purchase the Offer Property ("Acceptance Notice'). Failure of City to deliver an Acceptance Notice within such thirty (30) calendar day period shall be deemed an election by City not to accept the offer and, therefore, subject to Section 15.3.4, an election not to purchase the Offer Property. 15.3.3 Closing. If the City timely delivers an Acceptance Notice, SchoolsFirst shall sell and the City shall buy the Offer Property upon the date set, forth in the Offer Notice, provided that the outside date for closing the purchase and sale of the Offer Property pursuant to the Right of First Offer shall be the date that is forty-five (45) calendar days after the delivery by the City of the Acceptance Notice. 15.3.4 Permitted Sale Period. If the City elects or is deemed to have elected not to accept the offer, then SchoolsFirst may, for a one hundred and eighty (180) . calendar day period ("Permitted Sale Period ") following the expiration of the period provided for the City to give its Acceptance Notice, offer to sell the Headquarters Parcel Tustin - SchoolsFirst - Form of Memorandum Attachment 8 City of Tustin / SchoolsFirst of DDA - Att 8 - 5-13-19 FINAL 3 Federal Credit Union to any person or persons at a price not less than that provided to the City. If SchoolsFirst does not complete the sale of the Headquarters Parcel before the end of the Permitted Sale Period, the Right of First Offer provided hereunder shall be deemed to be revived and the Headquarters Parcel or any portion thereof shall not be offered for sale or sold unless first reoffered to the City in accordance with this Section. 15.3.5 Termination of Right of First Offer. The Right of First Offer set forth in Section 15.3 shall terminate upon commencement of construction of the vertical Improvements comprising the Office Building on the Headquarters Parcel. For avoidance of doubt, the construction of columns in the soil for purposes of enhancing soil stability is not construction of vertical Improvements and, accordingly, the Right of First Offer shall remain in full force and effect notwithstanding performance by SchoolsFirst of such work. The Right of First Offer shall be included in its entirety in the Memorandum and Recorded against the Headquarters Parcel. (f) The Sale to Third Party provisions in favor of the City, contained in Section 15.4 of the {Original) DDA (copied verbatim below), that terminate as to all Development Parcels upon commencement of construction of the shell and core for the vertical Improvements comprising the Office Building component of the Project on the Headquarters Parcel. For ease of reference only, the following italicized provisions are copied verbatim from the (Original} DDA: 15.4 Sale to Third Party. Prior to commencement of construction of the shell and core for the vertical Improvements comprising the Office Building component of the Project on the Headquarters Parcel, if SchoolsFirst sells all or any portion of the Headquarters .Parcel to a third party, the City shall be entitled to receive at the close of escrow of such sale one hundred percent of the net profit earned by SchoolsFirst from the sale of the City Property, calculated as follows. Gross purchase price to SchoolsFirst for the City Property shall be determined by establishing the gross per square foot purchase price for the conveyed property and multiplying that number by the square footage of the City Parcel. Net profit for the City Property shall be equal to the above determined gross purchase price less (a) the customary sales expenses actually incurred and paid by SchoolsFirst in connection with the conveyance of the conveyed property multiplied by a fraction the numerator of which is the square footage of the City Parcel and the denominator of which is the square footage of the conveyed property (including the City Parcel) and less (b) the per square foot Purchase Price paid by SchoolsFirst for the City Property. 3. Certificate of Compliance. If SchoolsFirst satisfies the Conditions Precedent set forth in Section 9.4 of the {Original} DDA with respect to issuance of a Certificate of Compliance for the Project, then the City shall furnish SchoolsFirst with a Certificate of Compliance in recordable form upon written request by SchoolsFirst. The Certificate of Compliance shall be binding upon the Parties to this Memorandum and their Successor Owners, and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner as and to the extent set forth therein, and shall be deemed to be the City's conclusive determination of performance of all the obligations of SchoolsFirst pursuant to the DDA with respect to the Development Parcels and shall be evidence of termination of the DDA, subject only to the continuing effectiveness of the certain DDA Tustin - SchoolsFirst - Form of Memorandum Attachment 8 City of Tustin / SchoolsFirst of DDA - Att 8 - 5-13-19 FINAL 4 Federal Credit Union provisions that survive the termination of the DDA and the Other Agreements referenced in Section 9.4.4 of the {Original} DDA, each of which shall survive in accordance with its respective terms. SchoolsFirst, on behalf of itself and its Successor Owners, and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner, including each End User, hereby consents to the recordation of the Certificate of Compliance against the entirety of the Development Parcels, notwithstanding that portions of all of the Development Parcels may have been transferred prior thereto to Successor Owners or End Users and confirms that no further acknowledgement or consent by the then -owners of the Development Parcels shall be required in connection with such Recording. 4. DDA and Memorandum Run With the Land. The DDA and this Memorandum, including, without limitation, the provisions of the DDA recited and set forth above, and all other obligations, agreements, covenants, representations, warranties, and indemnities set forth in the DDA and this Memorandum are hereby agreed by SchoolsFirst and by the City to be covenants running with the land and enforceable as equitable servitudes against the Development Parcels and are hereby declared to be and shall be binding upon the Development Parcels and SchoolsFirst and its successors and assigns (who may own all or any portion of the Development Parcels) for the benefit of the City and its successors and assigns, subject to the effects of recordation of a Certificate of Compliance as provided for in Section 3 of this Memomadum. 5. Priority of DDA and Special Restrictions. The DDA, including the City Lien and the Right of First Offer contained therein, this Memorandum, and the Special Restrictions shall be superior in priority to all Mortgages. 6. City Lien Rights. The delinquent amount of any payments due under the DDA, together with any late charges or interest due on any such delinquent payment, reasonable attorneys' fees, experts' fees and consultants' fees and collection costs related to such delinquent payment, to the greatest extent permitted by applicable law shall (a) from and after the Memorandum Effective Date, be a lien and charge in favor of the City upon the real property legally described. on Exhibit A effective upon Recording of the Memorandum and (b) following Close of Escrow, shall also be a lien and charge upon the City Property in favor of the City effective upon the Close of Escrow. In each case, such lien and charge shall be paramount to the lien and charge of any Mortgage upon or affecting the Property and City shall have the right to foreclose the City Lien with respect to any property so encumbered by such lien. Upon conveyance of any portion of the Development Parcels to an End User, the City Lien shall automatically terminate as to such conveyed portions, provided however, that the termination of such City Lien shall not terminate the obligations of SchoolsFirst to City with respect to amounts due and secured by such lien, which shall remain an ongoing obligation of SchoolsFirst. 7. Acknowledgment and Assumption by SchoolsFirst. By acceptance of the Quitclaim Deed and Special Restrictions and upon recording of the Quitclaim Deed, Special Restrictions and this Memorandum, SchoolsFirst hereby acknowledges and assumes all responsibilities placed upon SchoolsFirst under the terms of the DDA. 8. Public Documents. The documents constituting the DDA are public documents and may be reviewed at the official offices of the City. Tustin - SchoolsFirst - Form of Memorandum Attachment 8 City of Tustin / SchoolsFirst of DDA - Att 8 - 5-13-19 FINAL 5 Federal Credit Union 9. Interpretation; Notice. This Memorandum is prepared for recordation and notice purposes only and in no way modifies the terms, conditions, provisions and covenants of the DDA. In the event of any inconsistency between terms, conditions, provisions and covenants of this Memorandum and the DDA, the terms, conditions, provisions and covenants of the DDA shall prevail. 10. Attachments. The Attachments attached to this Memorandum are hereby incorporated by this reference into this Memorandum as though fully set forth in this Section. {signatures on next page} Tustin - SchoolsFirst - Form of Memorandum Attachment 8 City of Tustin / SchoolsFirst of DDA - Att 8 - 5-13-19 FINAL 6 Federal Credit Union IN WITNESS WHEREOF, the City and SchoolsFirst have executed this Memorandum as of the Memorandum Effective Date. CITY OF TUSTIN: Dated: By: ATTEST: By: Erica N. Yasuda City Clerk APPROVED AS TO FORM By: David E. Kendig City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City By: Amy E. Freilich Matthew S. West City Manager SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union 52 -0 Name: Bill Cheney Title: President and Chief Executive Officer Name: Francisco Nebot Title: Chief Financial Officer Tustin - SchoolsFirst - Form of Memorandum Attachment 8 City of Tustin / SchoolsFirst of DDA - Aft 8 - 5-13-19 FINAL S-1 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On Date personally appeared before me, (Insert Name and Title of the Officer) Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of Memorandum Attachment 8 City of Tustin / SchoolsFirst of DDA - Att 8 - 5-13-19 FINAL S-2 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, Date (Insert Name and Title of the Officer) personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin. - SchoolsFirst - Form of Memorandum Attachment 8 City of Tustin / SchoolsFirst of DDA - Att 8 - 5-13-19 FINAL S-2 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, Date personally appeared (Insert Name and Title of the Officer) Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature ofNotaryPublic Tustin - SchoolsFirst - Form of Memorandum Attachment 8 City of Tustin / SchoolsFirst of DDA - Aft 8 - 5-13-19 FINAL S-2 Federal Credit Union EXHIBIT A PORTION OF DEVELOPMENT PARCELS OWNED BY SCHOOLSFIRST AS OF MEMORANDUM EFFECTIVE DATE LEGAL DESCRIPTION [Attached] Tustin - SchoolsFirst - Form of Memorandum Exhibit A to City of Tustin / SchoolsFirst of DDA - Att 8 - 5-13-19 FINAL Attachment 8 Federal Credit Union PORTION OF DEVELOPMENT PARCELS OWNED BY SCHOOLSFIRST: BEING PORTIONS OF PARCELS 1 AND 2 OF LOT LINE ADJUSTMENT NO. 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT NO. 2014000307038, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF PARCEL 3 OF LOT LINE ADJUSTMENT NO. 90-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED AUGUST 31, 1990 AS INSTRUMENT NO. 90-466900, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF THE "OLD" DEL AMO AVENUE EASEMENT ABANDONED AND VACATED BY THE CITY OF TUSTIN PER RESOLUTION NO. 17-20, RECORDED DECEMBER 11, 2017 AS INSTRUMENT NO. 2017000530760, OF OFFICIAL RECORDS, ALL MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING A POINT ON THE EASTERLY LINE OF SAID PARCEL 2, SAID POINT BEING NORTH 39048'49" EAST 25.74 FEET FROM THE SOUTHEASTERLY CORNER OF SAID PARCEL 2; THENCE NORTH 50°11'11" WEST 250.67 FEET; THENCE SOUTH 39°48'49" WEST 208.15 FEET; THENCE NORTH 65029'30" WEST 137.2.9 FEET TO A POINT ON A NON—TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1512.30 FEET, SAID CURVE BEING THE EASTERLY LINE OF NEWPORT AVENUE, A RADIAL LINE TO SAID POINT BEARS SOUTH 65026'31" EAST; THENCE NORTHERLY ALONG SAID CURVE AN ARC DISTANCE OF 15.15 FEET THROUGH A CENTRAL ANGLE OF 00034'27" TO A POINT ON THE CENTERLINE OF SAID "OLD" DEL AMO AVENUE, A RADIAL LINE TO SAID POINT BEARS SOUTH 66000'57" EAST; THENCE EASTERLY ALONG SAID CENTERLINE, NORTH 39°49'09" EAST 759.72 FEET TO A POINT ON A NON—TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 542.42 FEET, SAID CURVE BEING THE SOUTHERLY LINE OF DEL AMO AVENUE, A RADIAL LINE TO SAID POINT BEARS SOUTH 22033'53" EAST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 22.20 FEET THROUGH A CENTRAL ANGLE OF 02020'42"; THENCE SOUTH 24054'35" EAST 46.55 FEET; THENCE SOUTH 50011'11" EAST 84.43 FEET; THENCE SOUTH 39°48'49" WEST 103.92 FEET; THENCE SOUTH 50011'11" EAST 250.67 FEET TO A POINT ON SAID EASTERLY LINE OF PARCEL 2; THENCE SOUTHERLY ALONG SAID EASTERLY LINE, SOUTH 39°48'49" WEST 426.00 FEET TO THE POINT OF BEGINNING. CONTAINS: 210,523 FT. — 4.833 ACRES ALDEN & SSOCIATES orm CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B • IRVINE, CA 92614-6236 (949)660-0110 FAX: 660-0418 SHEET 1 OF 2 of DDA - Att 8 - 5-13-19 FINAL Attachment 8 Federal Credit Union CURVE TABLE CURVE C1 LINE TABLE RADIUS 1512,30' LINE C2 BEARING 542.42' DISTANCE Ll N 39"48'49" E 25.74' L2 N 39048'49" E 208.15' L3 N 65029'30" W 137.29' L4 N 24P54'35" W 46.55' L5 N 50011"11" W 84.43' 103.92' CURVE TABLE CURVE C1 DELTA 00034'27" RADIUS 1512,30' LENGTH 15.15' C2 02020'42!' 542.42' 22.20' 150 75 0 150 SCALE IN FEET 1 INCH = 150 FEET t'Z' 4?Z 0?. ;j PA "?0 �9 � J16 I "1 29 �j N 39049'09" E 759.72' \1 I ACA-l'ED OLD DEL AJ\J]C) AV= -NUE PORTION OF DEVELOPMENT PARCELS OWNED BY SCHOOLSFIRST 210,523 SQ. FT. 4.833 ACRES L6 \ cri Ny —0'— LO G — C5 - C3 C4 u') r) L Lo O CV L 1 z v\o' z POINT OF BEGINNING VADEN & SSOCIATES -FormTustin SohoolsFirst 01 N 39048'49" E 426.00' A. T. & S. F. RAILROAD CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B * IRVINE CA 92614-6236 (949) 660-0110 FAX: 6�0-0418 SHEET 2 OF 2 of DDA - Att 8 - 5-13-19 FINAL Attachment 8 Federal Credit Union EXHIBIT B CITY PARCEL LEGAL DESCRIPTION [Attached] Tustin - SchoolsFirst - Form of Memorandum Exhibit B to City of Tustin / SchoolsFirst of DDA - Att 8 - 5-13-19 FINAL Attachment 8 Federal Credit Union G1 PARCEL,?, 8E F P.RCEL -PARCEL iMAP 'NO. 2010-127, IN THE CITY OF TUSTIN. COUNTY OF BEING A- -H -800K -,3 ROO 'bRNIA A'S SHO ON THE. MAP 71' It ORANGE STATE 6 bkf`� Fl.�Q� IN PAGES 25 THF i -CORDS: 0 THE COU RE --2-9 INCLUS'k' RE. i , F PAR EL MAPS. F NTY 'CORDER OF SAID COUNTY, To .GETNER WITH A PORTION 017 E H,- T ' "kb" DBL AMO AV' . E NUE '. EASEMENT ABANDONE0,AN P VACATED � 13Y THE CITY �`F TU TIN 'PER RE-SOLUTI&N NO; 17---.20, RECORDED DECEMBER -11 _20117 AS, - IN 5307 6 6F W(QjA 14 � EQ INSTRUMENT - QOQ r. -A MODE ALY OESCRII3ED A. CO TANS: 77,117 FT, — 4,770 ACRE CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS s51WJIITERO_AQ, $VIj , E S. 9 6 E S 'R'V Z 144236 04000-4110 FAr is SHEET 1 OF 2 of DDA - Att 8 - 5-13-19 FINAL Attachment 8 Federal Credit Union CURVE TABLE CURVE �[3l,Tl RAI31li IENGTH; 01�; ._ 71'{ 9 -CJTY PARCEL . Cs 77117 SQ. Ft 1.770 A&ES 1512;,30'�%'.2sf t��tih�l[`�tt ��IF1Ni: N •527,251046"` 9M 7a4 159,02A... iusim - �cnooisrirsi - rorm or lviemoranaum hyMbit B to City of Tustin / SchoolsFirst of DDA - Att 8 - 5-13-19 FINAL Attachment 8 Federal Credit Union ATTACHMENT 9 FORM OF QUITCLAIM DEED CITY OF TUSTIN OFFICIAL BUSINESS REQUEST DOCUMENT TO BE RECORDED AND TO BE EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE SECTIONS 6103 AND 27383. Recording requested by and when recorded mail to: The City of Tustin 300 Centennial Way Tustin, CA 92780 Attn: City Manager Mail Tax Statements to: SchoolsFirst Federal Credit Union 2115 N. Broadway Santa Ana, CA 92614 Attn: SPACE ABOVE THIS LINE FOR RECORDER'S USE QUITCLAIM DEED AND COVENANTS, CONDITIONS AND RESTRICTIONS, INCLUDING ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471 This Quitclaim Deed and Covenants, Conditions and Restrictions, Including Environmental Restriction Pursuant to Civil Code Section 1471 ("Quitclaim Deed") is made this __ day of , 20_, by the City of Tustin, California, a municipal corporation of the State of California (the "GRANTOR"), in favor of [{if no Assignment or Merger„} SchoolsFirst Federal Credit Union, a federally chartered credit union ("GRANTEE') /{if Assignment or Merger.) ("GRANTEE'), successor in interest to SchoolsFirst Federal Credit Union, a federally chartered credit union]. GRANTOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby remise, release and forever quitclaim to GRANTEE, all of GRANTOR's right, title and interest in and to that certain real property, comprising approximately 1.770 acres, more or less, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Parcel"). Tustin - SchoolsFirst - Form of Quitclaim Attachment 9 City of Tustin / SchoolsFirst Deed - Att 9 - 5-20-19 FINAL 1 Federal Credit Union 1. EXCEPTING THEREOUT AND THEREFROM, however, and reserving to GRANTOR, its successors and assigns, together with the right to grant and transfer all or a portion of the same, the following: I.I. Any and all oil, oil rights, minerals, mineral rights, natural gas, natural gas rights and other hydrocarbons by whatsoever name known, geothermal steam and all products derived from any of the foregoing, that may be within or under the Parcel together with the perpetual right of drilling, mining, exploring for and storing in and removing the same from the Parcel or any other land, including the right to whipstock or directionally drill and mine from lands other than the Parcel, oil or gas wells, tunnels and shafts into, through or across the subsurface of the Parcel and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to re -drill, re -tunnel, equip, maintain, repair, deepen and operate any such well or mines; but without, however, the right to enter upon or use the surface of the Parcel in the exercise of such rights or otherwise adversely affect the use or operation of the Parcel as anticipated by this Quitclaim Deed and, for the term thereof, the DDA (as defined below) or the structural integrity of any improvements on the Parcel; and 1.2. Any and all water, water rights or interests therein appurtenant or relating to the Parcel or owned or used by the City in connection with or with respect to the Parcel no matter how acquired by the City, whether such water rights shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated, statutory or contractual, together with the perpetual right and power to explore, drill, re -drill and remove the same from or in the Parcel, to store the same beneath the surface of the Parcel and to divert or otherwise utilize such water, rights or interests on any other property owned or leased by the City; but without, however, the right to enter upon or use the surface of the Parcel in the exercise of such rights or otherwise adversely affect the use or operation of the Parcel as anticipated by this Quitclaim Deed and, for the term thereof, the DDA (as defined below) or the structural integrity of any improvements on the Parcel. 1.3. The reservation by the City of the rights and interests in Sections 1.1 and 1s2 of this Quitclaim Deed shall not be deemed to limit GRANTEE's right to drive piles, construct caissons, foundations, basements and other subsurface improvements for the purpose of constructing improvements on the Parcel, and otherwise engage in subsurface construction activity in order to construct improvements on the Parcel. 2. SUBJECT TO THE FOLLOWING NOTICES, COVENANTS, RESTRICTIONS, AND CONDITIONS, which shall be binding upon and enforceable against the Parcel and GRANTEE, and its successors and assigns, in perpetuity: 2.1. This Quitclaim Deed is made by GRANTOR and GRANTEE agrees to accept conveyance of the Parcel, subject to all covenants, conditions, restrictions, easements, rights-of- way, reservations, rights, agreements and encumbrances of record, including, without limitation, (a) that certain Disposition and Development Agreement for SchoolsFirst Headquarters Project dated. , 20` by and between GRANTOR and GRANTEE (the "DDA"), a memorandum of which was executed by GRANTOR and GRANTEE and recorded in the Orange County Clerk Recorder's Office [immediately prior to the execution and recording of this Quitclaim Deed/on Tustin - SchoolsFirst - Form of Quitclaim Attachment 9 City of Tustin / SchoolsFirst Deed - Att 9 - 5-20-19 FINAL 2 Federal Credit Union , 20 as Instrument Number J (the "Memorandum of DDA"), and (b) that certain Declaration of Reciprocal Easements, Covenants, Conditions and Restrictions, Including Environmental Restrictions pursuant to Civil Code Section 1471 ("Special Restrictions") executed by GRANTOR on 20 and to be recorded in the Orange County Clerk Recorder's Office immediately following the execution and recording of this Quitclaim Deed, which are covenants running with the land and are binding upon GRANTEE and all successors and assigns of GRANTEE owning all or any portion of Parcel for the benefit of GRANTOR and its successors and assigns, unless or until such responsibilities and obligations are released pursuant to the provisions of the aforesaid documents. 2.2. As further set forth in the DDA, GRANTEE acknowledges that it has examined the Parcel and is buying the Parcel from GRANTOR in an "AS IS, WHERE IS, WITH ALL FAULTS" condition, in its present state and condition and with all faults, which provisions shall survive the close of escrow related to this transaction and do not merge with this Quitclaim Deed. 2.3. GRANTEE covenants and agrees for itself and its successors and assigns and each and every person and. entity claiming by, through or under GRANTEE and its successors and assigns, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, race, color, religion, ancestry, national origin, disability, medical condition, marital status, or sexual orientation in the sale, lease, transfer, use, occupancy, tenure or enjoyment of the Parcel or any improvements thereon, nor shall GRANTEE itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Parcel or in development of the improvements thereon. 3. For the term effective under the Special Restrictions, the covenants, conditions, restrictions and other matters set forth therein are incorporated herein by reference with the same force and effect as though fully set forth in this Quitclaim Deed. Until termination of the Special Restrictions by its terms, each future transfer or conveyance of the Parcel or any portion thereof shall include those covenants, conditions, restrictions and other matters set forth in the Special Restrictions. 4. The terms of this Quitclaim Deed, including without limitation the provisions of Sections 2 and 3 of this Quitclaim Deed, are hereby agreed and declared by GRANTEE and GRANTOR to be covenants running with the land and enforceable as restrictions and equitable servitudes against the Parcel, and are hereby declared to be and shall be binding upon the Parcel and GRANTEE and all successors and assigns of GRANTEE owning all or any portion of the Parcel for the benefit of GRANTOR and the successors and assigns of GRANTOR. S. IN WITNESS WHEREOF, GRANTOR, the CITY OF TUSTIN, has caused this Quitclaim Deed to be executed on the day first above written. {signatures commence on following page} Tustin - SchoolsFirst - Form of Quitclaim Attachment 9 City of Tustin / SchoolsFirst Deed - Att 9 - 5-20-19 FINAL 3 Federal Credit Union IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year set forth below. CITY OF TUSTIN: Dated: By: ATTEST: By: Erica N. Yasuda City Clerk APPROVED AS TO FORM By: David E. Kendig City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City By: Amy E. Freilich Matthew S. West City Manager Tustin - SchoolsFirst - Form of Quitclaim Attachment 9 City of Tustin / SchoolsFirst Deed - Att 9 - 5-20-19 FINAL S-1 Federal Credit Union ACKNOWLEDGEMENT OF GRANTEE'S COVENANTS BY EXECUTING THIS QUITCLAIM DEED BELOW, ON AND AS OF THE DATE WRITTEN BELOW, GRANTEE HEREBY (A) ACKNOWLEDGES AND ACCEPTS on behalf of itself and all subsequent owners of the Parcel or any portion thereof (A) this Quitclaim Deed and the covenants and agreements of GRANTEE contained in this Quitclaim Deed and (B) ACKNOWLEDGES AND ACCEPTS the Special Restrictions and assumes and agrees to be bound by all of the obligations and liabilities, covenants, conditions, and restrictions in the Special Restrictions which are the responsibility of the "Property Owner" thereunder. Date: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union Name: Bill Cheney Title: President and Chief Executive Officer Name: Francisco Nebot Title: Chief Financial Officer Tustin - SchoolsFirst - Form of Quitclaim Attachment 9 City of Tustin / SchoolsFirst Deed - Att 9 - 5-20-19 FINAL S-2 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On Date personally appeared before me, (Insert Name and Title of the Officer) Name(s) of Signer(s) who, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of Quitclaim Attachment 9 City of Tustin / SchoolsFirst Deed - Att 9 - 5-20-19 FINAL S-3 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On Date personally appeared before me, (Insert Name and Title of the Officer) Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instniment and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of Quitclaim Attachment 9 City of Tustin / SchoolsFirst Deed - Att 9 - 5-20-19 FINAL S-3 Federal Credit Union EXHIBIT A PARCEL LEGAL DESCRIPTION [Attached] Tustin - SchoolsFirst - Form of Quitclaim Exhibit A to City of Tustin / SchoolsFirst Deed - Att 9 - 5-20-19 FINAL Attachment 9 Federal Credit Union ARC 'DISTANCE Q-F' ° E TERUNE OF SAI „ BAST; THENCE AtT Cid A { FAST 159X2 FEET TO THE DINT OF WOWS .77,1:17 FT "1 .770 ARE VWLDEN $ OWL.ENGINEERS -LAND SURVEYORS -PLANNERS S CITES s z W`ilq xa�ra, SiIII° • t-�rrr�> , CA,W14-Q (949) gra-.ixa FAQ;©=s, us is - coos yrs orm o ui c anni 1 A to Deed - Att 9 - 5-20-19 FINAL Attachment 9 Federal Credit Union aCALE N FEET ,j jNCH ;-ISG,FEET N 'o T PQ1NT0F.,BEG,1NN1NG X T. & Si F. RAILROAD s 25524iTMT,'90A%,SU.jTVt,* R 92614-6236 (90) 6 ew-,q i 10 F 19 vt-Et 2 OF l. ustin - N mootsk-irst - norm of Quitclaim Exhibit A to City of Tustin / SchoolsFirst Deed - Aft 9 - 5-20-19 FINAL Attachment 9 Federal Credit Union GU.RV E , DELTA P RADIUS -V S. LENGTH w & 1,0 N 'o T PQ1NT0F.,BEG,1NN1NG X T. & Si F. RAILROAD s 25524iTMT,'90A%,SU.jTVt,* R 92614-6236 (90) 6 ew-,q i 10 F 19 vt-Et 2 OF l. ustin - N mootsk-irst - norm of Quitclaim Exhibit A to City of Tustin / SchoolsFirst Deed - Aft 9 - 5-20-19 FINAL Attachment 9 Federal Credit Union ATTACHMENT 10 FORM OF SPECIAL RESTRICTIONS CITY OF TUSTIN OFFICIAL BUSINESS REQUEST DOCUMENT TO BE RECORDED AND TO BE EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE 6103 AND 27383.. Recording requested by and when recorded mail to: The City of Tustin 300 Centennial Way Tustin, CA 92780 Attn: City Manager SPACE ABOVE THIS LINE FOR RECORDER'S USE DECLARATION OF SPECIAL RESTRICTIONS, INCLUDING ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471 [PRIOR TO EXECUTION, CONFORMALL QUOTED SECTIONS OF DDA TO THEN CURRENT VERSION OF DDAJ This DECLARATION OF SPECIAL RESTRICTIONS (this "Declaration"), is made as of , 20_ ("Effective Date") by the CITY OF TUSTIN, a municipal corporation of the State of California (together with each assignee or successor to the City of Tustin's rights, powers and responsibilities, "City"), and [{if no Assignment or Merger.) SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union ("SchoolsFirst")I fif Assignment or Merger.} ("SchoolsFirst'), successor in interest to SchoolsFirst Federal Credit Union, a federally chartered credit union)]. A. The City and SchoolsFirst are parties to that certain Disposition and Development Agreement for SchoolsFirst Headquarters Project dated '2019 as the same may hereafter be further amended, modified or supplemented ("DDA"). The DDA is evidenced by that certain Memorandum of Disposition and Development Agreement for SchoolsFirst Headquarters Project (as the same may hereafter be amended, modified or supplemented, the "Memorandum of DDA"), dated as of and Recorded in the Orange County Clerk Recorder's Office ("Official Records") immediately prior to the Recording of this Declaration. Capitalized terms used and not defined herein or in Exhibit B attached hereto shall have the meanings set forth in the DDA. B. Immediately prior to the recording of this Declaration, the City has conveyed to SchoolsFirst pursuant Quitclaim Deed and Covenants, Conditions and Restrictions, Including Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 1 Federal Credit Union Environmental Restriction Pursuant to Civil Code Section 1471 of even date herewith ("Quitclaim Deed"), that certain real property legally described therein and defined therein and referred to in this Declaration as the "City Parcel", but excepting from the land so conveyed the matters set forth in Section 1 of the Quitclaim Deed ("City Property") and as part of its consideration for such conveyance has required the execution and recording of this Declaration as further set forth below; C. This Declaration, including the Restrictions (as defined below) contained herein, is executed and is being recorded against the Development Parcels, comprised of approximately 6.603 gross acres of land, more or less, located in the City of Tustin, County of Orange, California and legally described on Exhibit A attached comprised of (a) that certain parcel of approximately 4.23 acres which shall be utilized for construction of the SchoolsFirst headquarters ("Headquarters Parcel") (which real property includes the City Property) and (b) that certain parcel of approximately 2.373 acres which will be utilized as parking for the SchoolsFirst headquarters ("Parking Parcel'). The Headquarters Parcel and the Parking Parcel are collectively referred to herein as the "Development Parcels". D. The City and SchoolsFirst intend that each and every Property Owner (as defined below) use and maintain the Development Property (as defined below) in accordance with this Declaration and the Restrictions (as defined below). For purposes of this Declaration, the term "Property Owner" shall mean SchoolsFirst and each Successor Owner of the Development Property or any portion thereof but specifically excluding the following (each an "Other User" and collectively, "Other Users"): (a) the City, (b) any utility or Governmental Authority with respect to any transfer of portions of the Development Property or grants of easements affecting the Development Parcels desirable for the development of the Development Parcels, and/or (c) any lighting or landscaping district. For purposes of this Declaration, the term "Successor Owner" shall mean each and every Person owning or acquiring fee title to all or any portion of the Development Property, but excluding each and every Other User. E. To create and preserve the value, desirability and attractiveness of the Development Property, each Property Owner will hereafter hold and convey title to the Development Property owned by it subject to those certain protective covenants, conditions and restrictions set forth herein. . F. The City and SchoolsFirst now desire to impose on the Development Property this Declaration, for these purposes, among others: (a) to preserve the general plan for the use and maintenance of property subject to the Tustin Pacific Center East Specific Plan adopted on February 19, 1991 (Ord. 1057) as the same has been or may be amended from time to time ("Specific Plan"), including the Development Parcels, including through development and maintenance of the Development Parcels in accordance with the requirements of this Declaration; (b) to ensure proper use and maintenance of the Project (as defined in Exhibit B attached); and (c) to protect each owner of the Development Property and nearby owners and residents including the residents of the City of Tustin, from improper use of the Development Property, in each case upon and subject to the terms of this Declaration, Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 2 Federal Credit Union G. This Declaration also sets forth certain rights of the City and obligations of Property Owner specified in the DDA or, each of which shall remain in full force and effect for the period specified in Section 5, notwithstanding the termination of the DDA and/or the issuance by the City of a Certificate of Compliance for the Project. NOW, THEREFORE, the City and SchoolsFirst hereby covenant and declare that the Development Parcels are now held and shall hereafter be held, transferred, conveyed, sold, leased, subleased, encumbered, mortgaged, used, occupied and improved subject to the covenants, conditions and restrictions herein set forth, each and all of which is and are for, and shall inure to the benefit of and pass with, the Development Parcels and every portion of or interest in the Proj ect and shall apply to each Property Owner, to the extent and for the time period set forth herein, for the purpose of uniformly enhancing and protecting the value, attractiveness and desirability of the Development Parcels and the Specific Plan area in furtherance of a general plan for the protection, maintenance, subdivision and improvement of the Specific Plan area or any portion thereof. The covenants, conditions and. restrictions set forth in the Declaration shall run with the Development Parcels for the period specified in Section 5, shall inure to the benefit of the City and its Governmental Successors and shall burden and be binding upon the Development Parcels and Property Owner and each and every Person claiming by, through or under any Property Owner and, only where specified below, each Other User, and where not otherwise specified, excluding any Other Users. The City and SchoolsFirst hereby further declare as follows: 1. Property Affected by this Declaration. The property affected by this Declaration is the "Development Property", consisting of (a) the Development Parcels; (b) all improvements, including the Improvements, now existing or hereafter constructed, located on the Development Parcels, and (c) all appurtenances pertaining to the Development Parcels. 2. Covenants, Conditions and Restrictions: For the benefit of the City and its Governmental Successors, and as an inducement for the City to consummate the transactions contemplated by the DDA, but subject to Section 4.2 of this Declaration, the violation of any of the Restrictions (as defined below) set forth in this Section 2, shall at the City's option constitute a Material Default hereunder and entitle the City to exercise any of the rights and remedies set forth herein. The covenants, conditions, restrictions and agreements set forth in this Declaration are collectively referred to herein as the "Restrictions." 2.1 Use Covenants and Restrictions. Property Owner covenants and agrees for itself, and each Successor"Owner, and each and every Person claiming by, through, or under SchoolsFirst or any Successor Owner, that from and after the acquisition of fee title to the City Property for the period set forth in Section 5, as follows: 2.1.1 the Development Property and each part thereof shall be utilized only for uses allowed under the DDA, DA and Specific Plan; 2.1.2 neither Property Owner nor any Person operating a business in any Improvement (including any retail building or retail space) on any of the Development Parcels, Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 3 Federal Credit Union whether such Person holds a fee interest, ground leasehold interest, or other leasehold interest in such Development Parcels or portion thereof, shall (a) use the Development Parcels or any portion thereof for any Prohibited Use set forth on Exhibit C attached hereto, or (b) Transfer the Development Parcels or any portion thereof to a Person intending to utilize the Development Parcels or any portion thereof for a Prohibited Use; and 2.1.3 Property Owner shall not engage in or permit any activity on the Development Parcels that would violate the DDA, this Declaration, the Redevelopment Plan for the South Central Redevelopment Project Area, the Approved Project Plans, or any applicable Governmental Requirements. Nothing in this Declaration shall obligate the City to exercise its approval or enforcement rights with respect to the use covenants set forth herein for the benefit of the City or any third parties. 2.2 Maintenance Covenants and Restrictions. 2.2.1 From and after the acquisition of fee title to the City Property by SchoolsFirst, Property Owner shall maintain the Development Parcels and the Improvements consistent with the following requirements: (a) Prior to commencement of construction, Property Owner shall be responsible, at its sole cost and expense, (i) to secure and maintain the Development Property in a clean, safe and secure condition, in compliance with all applicable laws, (ii) to abate weeds and other hazards and nuisances on the Development Property, (iii) to erect and maintain barricades and fencing, and provide security, in each case with respect to the Development Parcels as reasonably necessary to protect the public and any Improvements already constructed, and (iv) to maintain (in compliance with all Environmental Laws) erosion control on the Development Parcels. (b) From the date of commencement and during the continuance of construction of any Improvements on the Development Parcels and until Completion thereof, Property Owner shall maintain the Development Parcels and the Improvements thereon then under construction consistent with the standard and custom of the construction. industry practice. From and after the initial installation of any of the Landscape Improvements, SchoolsFirst shall maintain all Landscape Improvements then installed in good. condition and consistent with the requirements of the DDA, this Declaration, the CC&Rs and the Landscape Installation and. Maintenance Agreement, as applicable. (c) From and after the issuance of a certificate of occupancy for any Improvements, Property Owner shall maintain all Improvements on the Development Parcels not then under construction in a clean, sanitary, orderly and attractive condition, subject to reasonable wear and tear, and in accordance with the requirements of this Section 2.2.1(c) and the Landscape Installation and Maintenance Agreement and, subject to Section 2.2.1(e) of this Declaration, with respect to change or damage by casualty or condemnation. Property Owner shall be required to meet the standard for the quality of maintenance of the Improvements on the Development Parcels required by this Section 2.2.1(c) regardless of whether or not a specific item of maintenance is Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 4 Federal Credit Union listed below , except that, in each case, and notwithstanding anything in Section 2.2.1 to the contrary, Property Owner shall not have any maintenance obligation with respect to any Improvements that are Completed and that are owned by any Other User or, except as set forth in the Landscape Installation and Maintenance Agreement, by the City. Representative items of maintenance shall include: (i) maintenance, repair and replacement on a regular schedule of all Improvements; (ii) regular inspection for graffiti or damage or deterioration or failure, and reasonably prompt (or, in the case of graffiti, within 48 hours or as soon thereafter as is reasonably practicable) repainting or repair or replacement of all surfaces, fencing, walls, equipment, etc., as necessary; (iii) emptying of trash receptacles and removal of litter; (iv) regular sweeping of private streets and sidewalks throughout the Development Parcels; (v) fertilizing, irrigating, trimming and replacing vegetation and other Landscape Improvements as necessary; (vi) cleaning exterior windows on a regular basis; (vii) painting the buildings on a regular program and prior to the deterioration of the painted surfaces; and (viii) conducting roof inspections on a regular basis and maintaining roofs in a leak -free and weather -tight condition. (d) So long as all portions of the Development Parcels are owned by one Property Owner then the maintenance responsibilities shall be vested in one entity for all of the Development Parcels. Property Owners' obligations under Section 2.1 of this Declaration shall terminate with respect to any portion of the Development Property transferred to an Other User and such termination shall. be effective automatically upon such transfer. Any Property Owner owning the entirety of the Development Parcels shall have the right to assign its maintenance responsibilities under this Agreement to a Transferee of the entirety of the Development Parcels, and Property Owners shall have the right, collectively, to subcontract maintenance responsibilities under this Declaration to a suitable property management company provided that such subcontracting shall not relieve any Property Owner of any liability for its obligations under Section 2.2.1 of this Declaration. (e) In the event of casualty, Property Owner shall, in its sole discretion, either (i) promptly repair the Improvements and provided that it intends to commence such repair, prior to commencement of such repair maintain the portions of the Development Property subject to casualty in accordance with Section 2.2.1(b) of this Declaration or (ii) if Property Owner determines in its sole discretion not to repair such Improvements, maintain the portions of the Development Property subject to casualty in accordance with Section 2.2.1(a) of this Declaration. In each case, upon commencement of any construction with respect to the affected portions of the Development Property and until completion of the repair work, Property Owner shall comply with the requirements set forth in Section 2.2.1(b) of this Declaration and upon completion of the repair work, shall comply with the requirements set forth in Section 2.2.1(c) of this Declaration. Notwithstanding the foregoing, the portions of the Development Property unaffected by any such casualty shall be maintained as otherwise required by this Declaration and, including pursuant to Section 2.2.1(c) of this Declaration, and unless not economically feasible due to cost or physical proximity as demonstrated to the reasonable satisfaction of the City, Property Owner shall provide landscaping or other barriers to shield the portions of the Development Property remaining in use and adjacent public roadways from those subject to casualty in order to maintain the unaffected portions of the Development Parcels and the Improvements thereon as required pursuant to Section 2.2.1(a), (b) and/or (c) of this Declaration, as applicable. Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 5 Federal Credit Union 2.2.2 If Property Owner fails to maintain the Development Property or any portion thereof in accordance with the requirements of this Declaration and the same constitutes a Material Default by Property Owner hereunder, the City or its designee shall have the right, but not the obligation, to enter the Development Property upon reasonable notice to Property Owner, correct such failure, and hold Property Owner responsible for the cost thereof, and such cost, until paid, shall constitute a lien on the applicable portion of the Development Property as and to the extent described in Section 4.6 of this Declaration. 2.3 Obligation to Refrain from Discrimination. There shall be no discrimination against or segregation of any person, or group of persons, on account of sex, race, color, religion, ancestry, national origin, disability, medical condition, marital status, or sexual orientation in the sale, lease, transfer, use, occupancy, tenure or enjoyment of the Development Property or in. development of the Project, nor shall Person establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Development Property or in development of the Project. The provisions of this Section 2.3 shall be binding upon SchoolsFirst, each Successor Owner and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner, including each Other User and shall survive the termination of this Declaration. 2.4 DDA Provisions. Pursuant to the DDA, the City has imposed certain covenants, conditions and restrictions on the Development Property, including the releases contained in Section 4.5.3 of the DDA, and certain indemnities, including an environmental, indemnity, and environmental provisions, which are set forth verbatim below in italics (except as indicated) and each of which is hereby declared to be a covenant running with the land, binding SchoolsFirst and each Successor Owner and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner (but in each case excluding any Other Users unless otherwise specifically set forth below) for the period set forth in Section 5. Within the italicized language which follows, section references shall be to sections of the DDA and certain terms shall have the following meanings and the remaining terms shall have the meanings set forth in this Declaration, including in Exhibit B attached hereto: the term "this Agreement" shall mean the DDA as defined in this Declaration; the term "Closing Date" shall mean the Effective Date of this Declaration; the term "Effective Date" shall mean frill in with DDA Effective gLt and the term "Special Restrictions" shall mean this Declaration. 2.4.1 Release. Section 4.5.3 of the DDA provides as follows: 4.5.3 Release. Save and except for the explicit representations, and warranties of the City setforth in Section 3.3 and as setforth in this Section 4.5.3, SchoolsFirst, on behalf of itself and each Successor Owner and every Person claiming by, through or under SchoolsFirst or any Successor Owner (each a "Releasing Party'), hereby waives, as of the Effective Date, and agrees to waive, as of the Close of Escrow, the right of each Releasing Party to recover from, and fully and irrevocably releases, the City and its elected and appointed officials, employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns (individually, a "Released Party ", and collectively, the "Released Parties') from Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Aft 10 - 5-13-19 FINAL 6 Federal Credit Union any and all Claims that SchoolsFirst or any Releasing Party may now have or hereafter suffer or acquire arising from or related to: (a) any information or documentation supplied by any of the Released Parties ("Due Diligence Information'); (b) any condition of the City Property or any current or future improvement thereon, known or unknown by any Releasing Party or any Released Party; (c) any construction defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, as well as economic and legal conditions on or affecting the City Property, or any portion thereof; (d) the existence, Release, threatened Release, presence, storage, treatment, transportation or disposal of any Hazardous Materials at any time on, in, under, from, about or adjacent to the City Property or any current or future improvement thereon or any portion thereof; (e) Claims of or acts or omission to act of any Governmental Authority or any other third party arising from or related to any actual, threatened, or suspected Release of a Hazardous Material on, in, under, from, about, or adjacent to the City Property or any current or future improvement thereon, including any Investigation or Remediation at or about the City Property or any current or future improvement thereon; (/) the cost or extent of the infrastructure work required to Complete the Improvements; (g) school related development fees and/or (h) any restriction on access to the City Property for pre- acquisition inspection; provided, however, that the foregoing release by the Releasing Parties shall not apply (1) to the extent that any Claim is the result of the sole active negligence, willful misconduct or fraud of the City or its elected and appointed officials, employees, representatives, agents or consultants arising after the Close of Escrow, or (2) to any Claims resulting or arising from or in any way connected with the City's exercise of the reserved rights and interests set forth in Section 1.3.2 above. This release includes Claims of which SchoolsFirst is presently unaware or which SchoolsFirst does not presently suspect to exist which, if known by SchoolsFirst, would materially affect SchoolsFirst's release to the Released Parties. SchoolsFirst specifically waives the provision of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTYDOESNOTKNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BYHIM OR HER, WOULD HAVE MATE'RIALLYAFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. " In this connection and to the extent permitted by law, SchoolsFirst on behalf of itself, and the other Releasing Parties hereby agrees, represents and warrants, which representation and warranty shall survive the Close of Escrow and the termination of this Agreement and shall not be merged with the Quitclaim Deed, that (x) it realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims or controversies which are presently unknown, unanticipated and unsuspected, (y) the waivers and releases in this Section 4.5.3 have been negotiated and agreed upon in light of that realization Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 7 Federal Credit Union and (z) SchoolsFirst, . on behalf of itself and the other Releasing Panties, nevertheless hereby intends to release, discharge and acquit the Released Parties from any such unknown Claims and controversies which might in any way be included as a material portion of the consideration given to the City by SchoolsFirst in exchange for the City's performance hereunder. BYINITMLING BELOW, SCHOOLSFIRST ACKNOWLEDGES THAT (a) IT HAS READ AND FULLY UNDERSTANDS THE PROVISIONS OF THIS SECTION; (b) IT HAS HAD THE CHANCE TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (c) IT HAS ACCEPTED AND AGREED TO THE TERMS SET FORTHIN THIS SECTION. CITY'S INITMLS SCHOOLSFIRST'S INITL4LS This release shall run with the land for the benefit of the City, and each Successor Owner owning all or any portion of such land and from and after the acquisition thereof by SchoolsFirst, burdening the Development Parcels and the Successor Owners thereof owning all or any portion of such lana' and,all Persons claiming by, through or under SchoolsFirst or any Successor Owner and, to further evidence its effectiveness with respect to Successor Owners, shall be included in its entirety in Special Restrictions. The provisions of this Section 4.5.3 shall survive the Close of Escrow and the termination of this Agreement and shall not be merged with the Quitclaim Deed. 2.4.2 Disclaimer of Resn2nsibilit2by City. Section 8.9 of the DDA provides as follows: 8.9 Disclaimer of Responsibility by City. The City neither undertakes nor assumes nor will have any responsibility or duty to SchoolsFirst, any Successor Owner or to any other third party to review, inspect, supervise, pass judgment upon or inform SchoolsFirst, any Successor Owner or any third party of any matter in connection with the development or construction of Improvements, whether regarding the quality, adequacy or suitability of the plans, any labor, service, equipment or material furnished for development of the Project, any person furnishing same, or otherwise and in no event shall any action or inaction by the City with respect to the foregoing be deemed to be active negligence or expose the City to any liability or limit any indemnity in favor of the City under this Agreement on such basis. SchoolsFirst, any Successor Owner and all third parties shall rely upon its or their own judgment regarding such matters, and any review, inspection, supervision, exercise of judgment or information supplied to SchoolsFirst, any Successor Owner or to any third party by the City in connection with such matter is for the public purpose of developing the Project, and neither SchoolsFirst nor any Successor Owner nor any third party is entitled to rely thereon. Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 8 Federal Credit Union 2.4.3 Local, State and Federal Laws. Section 8.10 of the DDA provides as follows: "SchoolsFirst shall carry out the construction of the Project, including all Improvements, subject to Section 8.1.4 and in conformity with all Governmental Requirements, including all applicable federal and State labor laws and regulations and shall investigate the applicability of and, if and to the extent applicable, pay prevailing wages meeting the requirements of such laws and regulations; provided, however, that SchoolsFirst reserves the right to reasonably contest such laws and regulations. SchoolsFirst hereby agrees that, with respect to the Project, SchoolsFirst shall be fully responsible for determining whether the foregoing wage requirements are applicable and agrees to indemnify, defend and hold the City and its elected and appointed officials, employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns free and harmless from and against any and all Claims arising from or related to compliance by SchoolsFirst or SchoolsFirst's officers, directors, employees, agents, representatives, consultants and/or contractors (at every tier) in construction of the Project with the prevailing wage requirements imposed by any applicable federal and State labor laws. " 2.4.4 Taxes, Assessments, Encumbrances and Liens. Section 8.11 of the DDA provides as follows: "8.11 Taxes. Assessments. Encumbrances and Liens. SchoolsFirst shall pay when due and prior to delinquency all real estate taxes and assessments assessed and levied on or against all portions of the Development Parcels subsequent to the conveyance of the .City Property by the City to SchoolsFirst. SchoolsFirst shall not place, or allow to be placed, on its interests in the Development Parcels, Improvements, or any portion thereof, any Mortgage or encumbrance of lien not authorized by this Agreement. SchoolsFirst shall remove, .or shall have removed, any levy or Attachment made on its interests in the Development Parcels or any portion thereof. Nothing contained in this Agreement shall be deemed to prohibit SchoolsFirst from contesting the validity or amount of any tax, assessment, encumbrance or lien, or to limit the remedies available to SchoolsFirst in respect thereto. SchoolsFirst shall promptly cause to be removed or bonded against (such bonding to be by the provision of bonds satisfying California statutory requirements) any and all such taxes, assessments, encumbrances and/or liens. SchoolsFirst hereby agrees to indemnify, defend and hold the City and its elected and appointed officials, employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns flee and harmless from and against, any and all Claims arising from failure to pay for construction of Improvements or other work related to the Project including costs to remove or bond mechanic's liens, stop notices and/or bonded stop notices that are Recorded and/or served by subcontractors, Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 9 Federal Credit Union sub -subcontractors (of all tiers) and suppliers with respect to construction of Improvements or performance of work with respect to the Project.. " 2.4.5 Indemnitv. Section 10.1 of the DDA provides as follows: "10,1 Schoolsfirst's Indemnification. As a material part of the consideration for this Agreement, and to the maximum extent permitted by law, SchoolsFirst shall indemnify, protect, defend, assume all responsibility for and hold harmless the City and its appointed and elected officials, agents, attorneys, affiliates, employees, contractors and representatives (collectively referred to as the "Indemnified Parties'), with counsel selected by SchoolsFirst after good faith consultation with the City to ensure the proposed legal counsel has the professional expertise and experience to demonstrate they are well-qualified to defend the City against the Claim(s), from and against any and all Claims resulting or arising from or in any way connected with the following; provided, however, that SchoolsFirst shall not be responsiblefir for (and such indemnity shall not apply to the extent q)) the sole active negligence or willful misconduct of the Indemnified Parties: (a) SchoolsFirst's marketing, sale or use of the Development Parcels in any way; (b) All acts and omissions of SchoolsFirst in connection with the Project, the Development Parcels, or any portion of any of the foregoing; (c) Any plans or designs for Improvements prepared by or on beha f of SchoolsFirst, including any errors or omissions with respect to such plans or designs; (d) Any loss or damage to the City resulting from any inaccuracy in or breach of any representation or warranty of SchoolsFirst, or resulting from any breach or default, including Material Default, by SchoolsFirst, under this Agreement; and (e) Any development or construction of any Improvements by SchoolsFirst, whether regarding the quality, adequacy or suitability of the plans, any labor, service, equipment or material furnished to the Development Parcels, any person furnishing the same, or otherwise. " 2.4.6 Environmental Indemnity. Section 10.2 of the DDA provides as follows: "10.2 Environmentallndemnity. Subject to the obligation of City to pay the Underground Materials Costs set forth in this Agreement, as a material part of the consideration for this Agreement, and effective as to the Development Parcels, including the City Property, and any portion thereof, Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 10 Federal Credit Union upon SchoolsFirst's acquisition of fee title to the City Property, SchoolsFirst on behalf of itself and Successor Owners and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner, hereby agrees that SchoolsFirst and each Successor Owner shall, to the maximum extent permitted by law, indemnify, protect, defend with counsel selected by SchoolsFirst after good faith consultation with the City to ensure the proposed legal counsel has the professional expertise and experience to demonstrate they are well-qualified to defend the City against the Claim(s), assume all responsibility for and hold harmless the 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, treatment, transportation and/or disposal of any Hazardous Materials on, in, under, from, about or adjacent to any portion or portions of the Development Parcels, regardless of whether any such condition is known or unknown now or upon acquisition and regardless of whether any such condition pre-exists acquisition or is subsequently caused, created or occurring, provided, however, that neither SchoolsFirst nor any Successor Owner shall be responsible for (and such indemnity shall not apply to) to the sole active negligence or willful misconduct of the Indemnified Parties. " 2.4.7 Duration of Indemnities. The applicable portion of Section 10.3 of the DDA provides as follows: "10.3 Duration oflndemnities. The indemnities setforth in this Article 10 shall survive the Close of Escrow and the termination of this Agreement and shall not be merged with the Quitclaim Deed, shall run with the Development Parcels, shall be included in the Special Restrictions and shall be binding upon SchoolsFirst and Successor Owners, and, to further evidence its effectiveness with respect to Successor Owners of the Development Parcels, shall be included in its entirety in Special Restrictions. " 2.4.8 Claims Response. Section 10.4 of the DDA provides as follows: "10.4 Claims Response. In the event that any Environmental Agency or other third party brings, makes, alleges, or asserts a Claim, arisingfrom or related to any actual, threatened, or suspected Release of Hazardous Materials on or about the Development Parcels, including any Claim for Investigation or Remediation on the Development Parcels, or such Environmental Agency or other third party orders, demands, or otherwise requires that any Investigation or Remediation be conducted on the Development Parcels, SchoolsFirst shall promptly upon its receipt of notice thereof, notes the City in writing and hereafter shall promptly and responsibly respond to such Claim. Further, upon receipt of such Claim, order, demand or requirement, SchoolsFirst shall (a) take such reasonable Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Aft 10 - 5-13-19 FINAL 11 Federal Credit Union measures, as necessary or appropriate, to reasonably dissuade such EnvironmentalAgency or other thirdpartyfrom bringing, making, alleging, or asserting any Claim against the City arising from or related to any actual, threatened, or suspected Release of Hazardous Material on or about the Development Parcels, including any Claim for Investigation or Remediation on the Development Parcels, and (b) request that the Environmental Agency not issue any order, demand, or requirement to the City under any of the Environmental Laws, or any other local, regional, State or federal law, or seek penalties or take other punitive Action against the City in connection with, arising fi^om, or related to any actual, threatened, or suspected Release of Hazardous Material on or about the Development Parcels, including any Investigation or Remediation on or about the Development Parcels. " 2.4.9 Release Notification and Remedial Actions. Section 10.5 of the DDA provides as follows: "10.5 Release Notification and Remedial Actions. If, after Close of Escrow, any Release of a Hazardous Material is discovered on the Development Parcels and regardless of the cause, SchoolsFirst shall promptly (a) provide written notice (or in the event of emergency, telephonic notice, followed by written notice) of any such Release to the City, and (b) at SchoolsFirst's sole risk and expense and solely under the name of SchoolsFirst (but without prejudice to SchoolsFirst's or the City's rights against any responsible party): (i) remove, treat, and dispose of the released Hazardous Material on the Development Parcels in compliance with and to the extent required by each and every applicable Environmental Law, or if such removal is prohibited by any Environmental Laws, take whatever action is required by any Environmental. Law; (ii) take such other action as is necessary to have the full use and benefit of the Development Parcels as contemplated by this Agreement; and (iii) provide. the City with satisfactory evidence of the actions taken as required in this Section 10.5. " 3. Enforcement of Covenants. 3.1 General Purpose and Constructive Notice. For the period set forth in Section 5, (a) the covenants, conditions and restrictions set forth in the Declaration shall run with the Development Property, shall inure to the benefit of the City and its Governmental Successors and shall be binding upon and burden the Development Property and SchoolsFirst, each Successor Owner and. each and every Person claiming by, through or under SchoolsFirst or any Successor Owner for the benefit of the City and its Governmental Successors (but excluding any Other Users) and (b) SchoolsFirst and each Successor Owner that now or hereafter owns or acquires any right, title or interest in or to any portion of the Development Property and each and every Person claiming by, through or under SchoolsFirst or any Successor Owner is and shall be conclusively deemed to have consented to and agreed to every Restriction, provision, covenant, condition, right and limitation contained herein, whether or not any reference to this Declaration is contained in Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 12 Federal Credit Union the instrument by which such Person acquired such interest in the Development Property or portion thereof. Except as specifically set forth herein, the Restrictions shall remain in full force and effect for the period set forth in Section 5, notwithstanding the City's exercise of any right or remedy herein. 3.2 Transfers and Transfers of Control. Notwithstanding anything to the contrary in this Declaration, except as set forth below, in the event that any Property Owner conveys the Development Parcels to another Person, the Property Owner conveying the Development Parcels shall be released from the obligations of this Declaration first occurring from and after the effective date of such conveyance to another Person; provided, however, that (a) the foregoing shall not be construed to permit any Transfer or, Transfer of Control by Property Owner of the Development Parcels or any portion thereof prior to the issuance of a Certificate of Compliance except as permitted by the DDA, (b) and during any period in which the DDA. remains in effect, notwithstanding any Transfers and/or Transfers of Control, each Property Owner shall remain fully liable for the obligations of Property Owner under this Declaration for such period as it is Property Owner and for such longer period as it remains liable pursuant to Article 2 of the DDA, unless it is released by the City as set forth in Section 2.2.4 of the DDA, or otherwise by the City in writing. 3.3 Inspection. Upon twenty-four (24) hours' notice, or such longer period as may be explicitly set forth in this Declaration, and subject to reasonable security provisions of Property Owner, and in addition to any rights that the City may have in its Governmental Capacity, the City and its authorized. representatives may from time to time enter upon and inspect the Development Property or any portion thereof or any Improvements thereon for purposes of ascertaining compliance with the Restrictions, but without obligation to do so or liability therefor. 3.4 Other Restrictions. This Declaration and the Restrictions contained herein are not the exclusive source of restrictions on the use and maintenance of the Development Property. Nothing contained herein shall prejudice or diminish in any way the City's rights under the DDA or the Other Agreements or its authority in its Governmental Capacity, nor the rights and authority of any other Governmental Authority having jurisdiction over the Project or any portion thereof, and the exercise of any rights or remedies by the City hereunder shall be considered separate from and independent of any breach or violation by Property Owner which is also a breach or violation of any Governmental Requirements. 4. Potential and Material Defaults. In the event of any breach, violation or failure to perform or satisfy any of the Restrictions which has not been cured. within the applicable cure period set forth below, the City may in its sole discretion enforce any one or more of the remedies set forth in Section 4.3 of this Declaration. 4.1 Potential Defaults. Except as otherwise provided in this Declaration, it shall be a "Potential Default" if: 4.1.1 Property Owner fails to pay timely any sum required to be paid to the City pursuant to this Declaration; or Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 13 Federal Credit Union 4.1.2 Property Owner fails to perform, or delays in the performance of, in whole or in part, any obligation required to be performed under, or otherwise violates the provisions of this Declaration, other than as set forth in Section 4. 1.1 of this Declaration. 4.2 Material Defaults. 4.2.1 A Potential Default under Section 4.1.1 of this Declaration shall become a "Material Default" if it is not cured within fifteen (15) calendar days from the date of receipt by Property Owner of the notice of Potential Default from the City. 4.2.2 A Potential Default under Section 4.1.2 of this Declaration shall become a "Material Default" if it is not cured, at Property Owner's expense, (a) within twenty (20) Business Days from the date of receipt by Property Owner of written notice of such Potential Default from the City, or (b) if such cure cannot be reasonably accomplished within such twenty (20) Business Day period, within ninety (90) calendar days after receiving written notice of such Potential Default from the City, but only if Property Owner has commenced such cure within such twenty (20) Business Day period and diligently pursues such cure to completion, or (c) within such longer period of time as may be expressly granted by the City in the City's sole discretion. The foregoing cure periods for Potential Defaults under this Section 4.2.2 shall be extended by Force Majeure Delays. 4.2.3 Following written notice and failure to cure within the time periods set forth in Section 4.2 of this Declaration, each Potential Default shall become a Material Default that shall be deemed to have occurred upon the expiration of the applicable cure period. 4.3 Certain City Remedies. In the event of a Material Default, subject to the Mortgagee cure rights in Section 4.5 of this Declaration, and without limiting the rights and remedies of the City under any other agreement, the City may do any or all. of the following: 4.3.1 The City may bring a suit for damages for any compensable breach of or noncompliance with any of the Restrictions, or declaratory relief to determine the enforceability of any of the Restrictions; provided, however, that (a) such damages shall be limited to direct (actual) damages to the City for such Material Default, and (b) the City hereby expressly waives, releases and relinquishes any and all right to any expectation, anticipation, indirect, consequential, exemplary or punitive damages; and/or 4.3.2 The City may bring an action in equity or otherwise for specific performance to enforce compliance with the Restrictions or an injunction to enjoin the continuance of any such breach or violation thereof, whether or not the City exercises any other remedy set forth herein, and Property Owner acknowledges that a particular or ongoing violation of one or more of the Restrictions may cause the City to suffer material injury or damage not compensable in money (including irreparable effects on the type and quality of development within the Specific Plan area or portions thereof, and/or the maintenance of the Development Property, including the Improvements in accordance with the standards(s) for the quality of maintenance set forth in Section 2.2.1 of this Declaration); and/or Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 14 Federal Credit Union 4.3.3 Any such breach or violation of the Restrictions or any provision hereof is hereby declared to be a nuisance, and the City shall be entitled to enter the Development Property and summarily abate and remove, without further legal process to the maximum extent permitted by law, any structure, thing or condition that may exist in violation of any of these Restrictions, or to prosecute any remedy allowed by law or equity for the abatement of such nuisance against any person or entity acting or failing to act in violation of the Restrictions, all at the sole cost and expense of Property Owner. Such rights shall include the right of the City or its designee to enter the Development Property and to � correct any Material Default by Property Owner in the maintenance of the Improvements on the Development Parcels in accordance with the Restrictions. 4.4 Failure to Timely Pay Amounts Due. If there is a Material Default under this Declaration then, in addition to any other remedies conferred upon the City pursuant to this Declaration, Property Owner shall pay to the City, in addition to all principal amounts due, interest from the date of such payment or part thereof was due until the date paid at the default rate of eight percent (8%) per annum, compounded annually, but in no event in excess of the maximum legal rate. 4.5 Rights of Mortgagees and MortizaLree Protection. 4.5.1 This Declaration, including the lien rights of the City described in Section 4.6 of this Declaration, shall be superior in priority to all Mortgages. 4.5.2 No breach or violation of the Restrictions shall defeat or render invalid the lien of any Mortgage or similar instrument securing a loan made in good faith and for value with respect to the permanent financing of the Project or any portion thereof, provided, however, that this Declaration and all provisions hereof shall be binding upon and effective against each Property Owner and each and every other occupant of the Development Property or portion thereof whose title is acquired by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise, but (a) such subsequent owner shall have a reasonable time after acquiring title in which to cure any violations or correct and change any facts giving rise to the City's rights under this Declaration occurring prior to such transfer of title or occupancy and which are reasonably capable of being cured or changed provided that such Property Owner diligently acts to effect such cure or change (and in the event of such diligent and timely cure, such Property Owner shall have no further liability in connection with such prior violation or the continued existence of such violation until such cure is completed), and (b) Section 4.1.2 of this Declaration shall not be applicable as to such. Property Owner with regard to any noncurable default occurring prior to the time such Property Owner acquired title. Notwithstanding the foregoing, each Property Owner shall be required to use the Development Property in accordance with the Restrictions set forth in this Declaration. 4.5.3 Notwithstanding anything to the contrary set forth in the Restrictions, Section 4.5 of this Declaration shall not apply to any portion of the Development Property transferred to an Other User. 4.6 Lien Rights. The delinquent amount of any payments due hereunder, together with any late charges or interest due on any such delinquent payment, reasonable attorneys' fees, experts' fees and consultants' fees and collection costs related to such delinquent payment shall, Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 15 Federal Credit Union to the greatest extent permitted by applicable law, be a lien and charge upon the Development Property and shall be a continuing lien upon the Development Property in favor of the City effective upon Recording of this Declaration and such lien and charge shall be paramount to the lien and charge of any Mortgage upon the Development Property. Upon conveyance of any portion of the Development Property to an Other User, such lien shall automatically terminate and be released as to such conveyed portions. 4.7 No Damages Payable by City. The City would not have executed this Declaration if the City could become liable for damages under or with respect to this Declaration, the DDA or the Other Agreements. Consequently, and notwithstanding any other provision of this Declaration, except as specifically set forth in Section 15.5.3 of the DDA with respect to the SchoolsFirst under the DDA, the City shall not be liable in damages under this Declaration, the DDA or any Other Agreement to Property Owner or any other Person claiming by, through or under such Property Owner and by acceptance of this Declaration, SchoolsFirst hereby waives any and all rights to claim damages of any kind or nature from the City except, during the term of the DDA, as set forth in Section 15.5.3 of the DDA, and on behalf of itself and each Successor Owner and Person claiming by, through or under such Property Owner, hereby waives any and all rights to claim damages of any kind or nature from City. 5. Term. This Declaration and the Restrictions set forth herein shall remain in force and effect with respect to the Development Property from the Effective Date until the later of (a) issuance of the Certificate of Compliance under the DDA and (b) the tennination of the DA in accordance with its terms; provided that the provisions of Section 2.3 and Section 2.4 of this Declaration (and all defined terms required to interpret such provisions contained in this Declaration, including Exhibit B hereto) shall remain in effect in perpetuity. Notwithstanding any other provision of this Declaration, if, after the Effective Date of this Declaration, the City becomes the fee owner of all or any portion of the Development Parcels, the City shall have the right, in its sole discretion and without the consent of SchoolsFirst, to terminate this Declaration in its entirety as to such portion of the Development Parcels owned in fee by the City. 6. Miscellaneous. 6.1 Modification. No amendment, change, modification or supplement to this Declaration shall be valid and binding unless it is represented in writing and signed by (a) the City, as the first party, and (b) the Property Owners then owning any portion of the Development Property or any interest in the Project, as the second parties, and Recorded; provided that no consent or approval of any Other User other than the City shall be required in order to modify or amend any provisions of this Declaration. This Declaration shall be administered on behalf of the City by the City Manager. Any matter to be approved by the City shall be deemed approved, and any action to be taken by the City shall be deemed taken, upon the written approval by the City Manager (or his or her designee). The City Manager or his or her designee shall have the authority Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 16 Federal Credit Union to issue interpretations with respect to this Declaration and to determine whether any action requires the approval of the City Council. 6.2 Applicable Law. This Declaration shall be governed by, interpreted under, construed and enforced in accordance with the laws of the State of California, irrespective of California's choice -of -law principles. 6.3 Attorneys' Fees. If City or SchoolsFirst or any Successor Owner of SchoolsFirst (each a "party" for purposes of this Section 6.3) to this Declaration institutes any action, suit, proceeding, counterclaim or other proceeding for any relief against another party, declaratory or otherwise (collectively an "Action"), to enforce the terms hereof or to declare rights hereunder or with respect to any inaccuracies or material omissions in connection with any of the covenants, representations, warranties or obligations on the part of the other party to this Declaration, then the Prevailing Party in such Action shall be entitled to have and recover of and from the other party all costs and expenses of the Action, including (a) reasonable attorneys' fees which, regardless of which party is the Prevailing Party, shall be payable at the contractual hourly rate for the City's litigation counsel at the time the fees were incurred, but in no event more than $200 per hour and (b) costs actually incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling or award (collectively, a "Decision") granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether or not such Action is prosecuted to a Decision. Any Decision entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable attorneys' fees and expert fees and costs (collectively, "Costs") incurred in enforcing, perfecting and executing such judgment. For the purposes of this paragraph, Costs shall include in addition to Costs incurred in prosecution or defense of the underlying action, reasonable attorneys' fees, costs, expenses and expert fees and costs incurred in the following: post judgment motions and collection actions, contempt proceedings, garnishment, levy, debtor and third -party examinations, discovery, bankruptcy litigation and appeals of any order or judgment. "Prevailing Party" within the meaning of this Section 6.3 includes a party who agrees to dismiss an Action in consideration for the other party's payment of the amounts allegedly due or performance of the covenants allegedly breached, or obtains substantially the relief sought by such party. For avoidance of doubt, the provisions of this Section shall not apply in favor of or with respect to Other Users. 6.4 Conflict of Interest. No appointed or elected official or employee of the City shall have any personal interest, direct or indirect, in this Declaration nor shall any official or employee participate in any decision relating to the Declaration which affects his or her interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. SchoolsFirst warrants that it has not paid or given and will not pay or give any third person any money or other consideration for obtaining this Declaration. 6.5 Non -liability of City Officials and Employees. No elected or appointed official, representative, employee, agent, consultant, legal counsel or employee of the City shall be personally liable under this Declaration. Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 17 Federal Credit Union 6.6 Construction and Interpretation of Declaration. 6.6.1 The language in all parts of this Declaration shall in all cases be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against any Person. 6.6.2 Any provision of this Declaration that is deemed to be illegal, invalid or unenforceable by an arbitrator or court of competent jurisdiction shall be ineffective to the extent of the invalidity or unenforceability of such provision and shall be deemed stricken from this Declaration. Any stricken provision shall not affect the legality, enforceability or validity of the remainder of this Declaration. If any provision or part thereof of this Declaration is stricken in accordance with the provisions of this Section, then the stricken provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision that is as similar in tenor and intent to the stricken provision as is legally possible. . 6.6.3 The captions of the sections and subsections in this Declaration are inserted solely for convenience and under no circumstances are they or any of them to be treated or construed as part of this instrument. 6.6.4 References in this instrument to "this Declaration" mean, refer to and include this instrument as well as any riders, schedules, exhibits, addenda and attachments hereto (which are hereby incorporated in this Declaration by this reference). Any references to any covenant, conditions, obligation and/or undertaking, "herein," "hereunder," or "pursuant hereto' (or language of like import) shall mean, refer to and include the covenants, obligations and undertakings existing pursuant to this Declaration and any riders, schedules, exhibits, addenda, attachments or other documents affixed to this instrument. 6.6.5 As used in this Declaration and as the context may require, the singular includes the plural and vice versa and the masculine gender includes the feminine and vice versa. 6.6.6 As used in this Declaration the words "include" and "including" mean respectively "include, without limitation" and "including, without limitation". 6.6.7 Unless otherwise indicated, references in this Declaration to sections, paragraphs, clauses, exhibits, attachments and schedules are to the same contained in or attached to this Declaration. 6.7 Time of Essence. Time is of the essence with respect to all provisions of this Declaration in which a definite time for performance is specified. 6.8 Counterparts. This Declaration may be executed in two or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Such. counterparts shall, together, constitute and shall be one and the same instrument. This Declaration shall not be effective until the execution by the City and SchoolsFirst of at least one set of counterparts. Any one of such completely executed counterparts shall be sufficient proof of this Declaration. Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 18 Federal Credit Union 6.9 Estoppel. During the Tenn, the City shall, from time to time upon not less than twenty (20) calendar days' notice from Property Owner, but not more often than annually unless in connection with a sale or refinancing of the Development Parcels and/or Improvements, execute and deliver to Property Owner a certificate in recordable form stating that this Declaration is unmodified and in full force and effect or, if modified, that this Declaration is in full force and effect, as modified, and stating the modifications and stating whether or not, to the actual knowledge of the City Manager (and without duty of inquiry), (a) a Potential Default or Material Default by Property Owner has occurred and is continuing and (b) if a Potential Default or Material Default by Property Owner has occurred and is continuing, specifying the same. In connection with any such certificate, and to the extent that the City still has copies thereof in its possession or control, the City shall provide a copy of the DDA, together with all amendments, supplements and modifications thereto. Any such certificate may be relied upon by Property Owner or any prospective purchaser or lender of Property Owner. Property Owner shall promptly pay to the City all of the City's actual out of pocket third party expenses, including legal fees, and staff costs incurred with respect to the preparation, review, and delivery of each City estoppel, provided that such expenses, fees and costs shall not exceed Five Thousand Dollars ($5,000.00) with respect to any single estoppel. 6.10 Force Majeure Procedures. If any party (the "First Party") believes that it is entitled to an extension of time due to Force Majeure Delay, it shall notify the other party (the "Second Party") in writing within sixty (60) calendar days from the date upon which the First Party becorfies aware of such Force Majeure Delay, generally describing the Force Majeure Delay and its date of commencement. Upon written request from the Second Party, the First Party shaf, promptly provide the following information with respect to such Force Majeure Delay: a more detailed description of the Force Ma eure Delay, when and how the First Party obtained knowledge thereof, the steps the First Party anticipates taking to respond to such Force Majeure Delay, and the estimated delay resulting from such Force Majeure Delay and response and such other infon-nation as the Second Party may reasonable request. The extension for Force Majeure Delay shall be granted or denied in the Second Party's reasonable discretion, If the First Party fails to notify the Second Party in writing of its request for a given Force Majeure Delay within the sixty (60) calendar days specified above, there shall be no extension for such Force Majeure Delay. [signatures commence on nextpagej Tustin -0xboolsFiro - Form ofSpecial Attaubozuo lO City ofTustin /8ohoolsFira IN WITNESS WHEREOF, the City has executed this Declaration as of the date first set forth above. ATTEST: LE Erica N. Yasuda City Clerk APPROVED AS TO FORM David E. Kendig City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City ME Amy E. Freilich Date: "CITY" CITY OF TUSTIN: Matthew S. West City Manager SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union By: Name: Bill Cheney Title: President and Chief Executive Officer By: Name: Francisco-Nebot Title: Chief Financial Officer Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL S-1 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, Date (Insert Name and Title of the Officer) personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Aft 10 - 5-13-19 FINAL S-2 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, Date I(Insert Name and Title of the Officer) personally appeared _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Aft 10 - 5-13-19 FINAL S-2 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the * document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, Date (Insert Name and Title of the Officer) personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence.to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Aft 10 - 5-13-19 FINAL S-2 Federal Credit Union EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PARCELS [Attached] Tustin - SchoolsFirst - Form of Special Exhibit A to City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL Attachment 10 Federal Credit Union HEADQUARTERS PARCEL: BEING ALL OF PARCEL 6, OF PARCEL MAP NO. 2010-127, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 371, PAGES 25 THROUGH 29 INCLUSIVE, OF PARCEL MAPS, RECORDS OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH PORTIONS OF PARCELS 1 AND 2 OF LOT LINE ADJUSTMENT NO. 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT NO. 2014000307038, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF PARCEL 3 OF LOT LINE ADJUSTMENT NO. 90-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED AUGUST 31, 1990 AS INSTRUMENT NO. 90-466900, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF THE "OLD" DEL AMO AVENUE EASEMENT ABANDONED AND VACATED BY THE CITY OF TUSTIN PER RESOLUTION NO. 17-20, RECORDED DECEMBER 11, 2017 AS INSTRUMENT NO. 2017000530760, OF OFFICIAL RECORDS, ALL MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 6, SAID POINT ALSO BEING ON THE EASTERLY LINE OF NEWPORT AVENUE AND THE SOUTHERLY LINE OF DEL AMO AVENUE AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 6, NORTH 52025'08" EAST 36.61 FEET TO THE BEGINNING OF A NON—TANGNET CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 620.72 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 06°47'40" WEST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 318.85 FEET THROUGH A CENTRAL ANGLE OF 29025'55" TO THE BEGINNING OF A NON—TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 542.42 FEET, A RADIAL LINE TO SAID POINT SOUTH 21°28'27' EAST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 32.52 FEET THROUGH A CENTRAL ANGLE OF 03°26'07'; THENCE SOUTH 24054'35" EAST 46.55 FEET; THENCE SOUTH 50011'11" EAST 84.43 FEET; THENCE SOUTH 39048'49" WEST 156.13 FEET; THENCE SOUTH 50011'11" EAST 10.67 FEET; THENCE SOUTH 39048'49" WEST 321.58 FEET; THENCE NORTH 50°11'11" WEST 10,67 FEET; THENCE SOUTH 39°48'49" WEST 260.36 FEET; THENCE NORTH 6929'30" WEST 137.29 FEET TO A POINT ON A NON—TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1512.30 FEET, SAID CURVE BEING SAID EASTERLY LINE OF NEWPORT AVENUE, A RADIAL LINE TO SAID POINT BEARS SOUTH 65°26'31" EAST; THENCE NORTHERLY ALONG SAID CURVE AN ARC DISTANCE OF 389.38 FEET THROUGH A CENTRAL ANGLE OF 14045'07"; THENCE NORTH 09°48'22" EAST 159.02 FEET TO THE POINT OF BEGINNING. CONTAINS: 184,283 SQ. FT. — 4.230 ACRES PARKING PARCEL: BEING A PORTION OF PARCEL 2 OF LOT LINE ADJUSTMENT NO. 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT NO. 2014000307038, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING A POINT ON THE EASTERLY LINE OF SAID PARCEL 2, SAID POINT 25.74 FEET FROM THE SOUTHEASTERLY CORNER OF SAID PARCEL 2; THENCE FEET; THENCE NORTH 39°48'49" EAST 52.21 FEET; THENCE SOUTH 50°11'11" NORTH 39048'49" EAST 321.58 FEET; THENCE NORTH 50°11'11" WEST 10.67 EAST 52.21 FEET; THENCE SOUTH 50°11'11" EAST 250.67 FEET TO A POINT PARCEL 2; THENCE SOUTHERLY ALONG SAID EASTERLY LINE, SOUTH 39°48'49' POINT OF BEGINNING. CONTAINS: 103,365 SQ. FT. — 2.373 ACRES WSSOCIATES DEN & BEING NORTH 39048'49" EAST NORTH 50011'11" WEST 250.67 EAST 10.67 FEET; THENCE FEET; THENCE NORTH 39°48'49" ON SAID EASTERLY LINE OF SAID WEST 426.00 FEET TO THE CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS 2552 WHITE ROAD, SUITE B • IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 SHEET 1 OF 2 Restrictions - Att 10 - 5-13-19 FINAL Attachment 10 Federal Credit Union CURVE TABLE CURVE DELTA RADIUS LENGTH C1 14045'07' 1512.30' 389.37' C2 29025'55' 620.72' 318.85' C3 1 03°26'07' 1 542.42' 1 32.52' 150 75 0 150 SCALE IN FEET 1 INCH = 150 FEET L2 ORS 3 �'�! 06 �L,L PJ\JJB 3,71/25-29 is JACA7rD) OLD DrL A1\JJO A1Jrl\JUr t W HEADQUARTERS PARCEL - 1 "3 ARCEL1"3 W. FT. — i r � 1 I 4.230 ACRES �i m CJ r I � �l N L8 Y" C 208.15` L7 �` 1 L4 I N I N N to `r' PARKING PARCEL Ln 103,356 SQ. FT, o �� r' r 1r f I 2.373 ACRES ' f ()'35 -� I L11 J% A. T. & S. F. RAILROAD DEN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS SSO CIATES 2552 WHITE ROAD, SUITE B • IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 - 0L11VV1J1'11JL- ��,�9q IFN I r� 5 j )3.92'1 < 4) 0'rA I C%4 I SHEET 2 OF 2 Restrictions - Att 10 - 5-13-19 FINAL Attachment 10 Federal Credit Union LINE TABLE LINE BEARING DISTANCE L1 N 09048'22" E 159.02' L2 N 52025'08" E 36.61' L3 N 24054'35' W 46.55' L4 N 50011'11" W 84.43' L5 N 39048'49" E 156.13' L6 N 50011'11" W 10.67' L7 N 39048'49" E 321.58' L8 N 39048'49" E 260.36' L9 N 65029'30" W 137.29' L10 N 50°11 ' 11" W 250.67' L11 N 39049'30" E 426.00' L12 N 80°42'32" W 116.69' L2 ORS 3 �'�! 06 �L,L PJ\JJB 3,71/25-29 is JACA7rD) OLD DrL A1\JJO A1Jrl\JUr t W HEADQUARTERS PARCEL - 1 "3 ARCEL1"3 W. FT. — i r � 1 I 4.230 ACRES �i m CJ r I � �l N L8 Y" C 208.15` L7 �` 1 L4 I N I N N to `r' PARKING PARCEL Ln 103,356 SQ. FT, o �� r' r 1r f I 2.373 ACRES ' f ()'35 -� I L11 J% A. T. & S. F. RAILROAD DEN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS SSO CIATES 2552 WHITE ROAD, SUITE B • IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 - 0L11VV1J1'11JL- ��,�9q IFN I r� 5 j )3.92'1 < 4) 0'rA I C%4 I SHEET 2 OF 2 Restrictions - Att 10 - 5-13-19 FINAL Attachment 10 Federal Credit Union EXHIBIT B Defined Terms "Claim" or "Claims" shall mean any and all claims, actions, causes of action, demands, orders, or other means of seeking or recovering losses, damages, liabilities, costs, expenses (including attorneys' fees, fees of expert witnesses, and consultants' and court and litigation costs), costs and expenses attributable to compliance with judicial and regulatory orders and requirements, fines, penalties, liens, taxes, or any type of compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen. "Close of Escrow" shall mean the close of escrow for the City Property and the transfer of fee title to the City Property to SchoolsFirst pursuant to the Quitclaim Deed. "Complete" and "Completion" shall mean the is point in time when all of the following shall have occurred with respect to the Project: (a) the Improvements with respect thereto have been completed in accordance with the DDA; (b) the issuance of a permanent certificate of occupancy by the City or, to the extent a certificate of occupancy is not required by the City for a particular Improvement, the equivalent final inspection, signoff or other permit activity with respect to such Improvement, (c) the Recording of a notice of completion (California Civil Code Section 8182) by SchoolsFirst, its Successor Owner or such Party's contractor; (d) a certification by Project architect that such Improvements (with the exception of minor "punch list" items) have been completed in a good and workmanlike manner and substantially in accordance with the approved Project plans and specifications; and (e) any mechanic's liens that have been Recorded or stop notices that have been delivered have been paid, settled or otherwise extinguished, discharged, released, waived, bonded around or insured against. "Environmental Agency" shall mean the United States Environmental Protection Agency; the California Environmental Protection Agency and all of its sub -entities, including any Regional Water Quality Control Board, the State Water Resources Control Board, the Department of Toxic Substances Control, the South Coast Air Quality Management District, and the California Air Resources Board; the City; any Fire Department or Health Department with jurisdiction over the Development Parcels; and/or any other federal, State, regional or local governmental agency or entity that has or asserts jurisdiction over Hazardous Substance Releases or the presence, use, storage, transfer, manufacture, licensing, reporting, permitting, analysis, disposal or treatment of Hazardous Materials in, on, under, about, or affecting the Project. "Environmental Laws" shall mean any federal, state, regional or local laws, ordinances, rules, regulations, requirements, orders, directives, guidelines, or permit conditions, in existence as of the Effective Date or as later enacted, promulgated, issued, modified or adopted, regulating or relating to Hazardous Materials, and all applicable judicial, administrative and regulatory decrees, judgments and orders and common law, including those relating to industrial hygiene, public safety, human health, or protection of the environment, or the reporting, licensing, permitting, use, presence, transfer, treatment, analysis, generation, manufacture, storage, discharge, Release, disposal, transportation, Investigation or Remediation of Hazardous Materials. Environmental Laws shall include the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.) ("CERCLA"); the Exhibit B to Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 1 Federal Credit Union Resource Conservation and Recovery Act, as amended, (42 U.S.C. Section 6901 et seq.) ("RCRA"); the federal Water Pollution Control Act, as amended, (33 U.S.C. Section 1251 etseq.); the Toxic Substances Control Act, as amended, (15 U.S.C. Section 2601 et seq.); the Hazardous Substances Account Act (Chapter 6.8 of the California Health and Safety Code Section 25300 et seq.); Chapter 6.5 commencing with Section 25100 (Hazardous Waste Control) and Chapter 6.7 commencing with Section 25280 (Underground Storage of Hazardous Substances) of the California Health and Safety Code; and the California Water Code, Sections 13000 et seq. "Governmental Authority" shall mean any and all federal, state of California, county, municipal and local governmental and quasi -governmental bodies and authorities (including the United States of America, the State of California and any political subdivision, public corporation, district, joint powers authority or other political or public entity) or departments thereof having or exercising jurisdiction over the City, the Property Owner, the Project, the Development Property, or such portions thereof as the context indicates. "Governmental Requirements" shall mean all laws, statutes, codes, ordinances, rules, regulations, standards, guidelines and other requirements'issued by any Governmental Authority having jurisdiction over the Parties, the Project, the Improvements and/or the Development Parcels or any component thereof and including the City Code, the Specific Plan, the Entitlements, and the Approved Project Plans. "Governmental Successor" shall mean any Successor Owner of the City Benefited Property that is a governmental entity. "Hazardous Materials" shall mean and include the following: (a) "Hazardous Substance", "Hazardous Material", "Hazardous Waste", or "Toxic Substance" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. subsection 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.G. subsection 5101, et seq., or the Resource Conservation and Recovery Act, 42 U.S.C. subsection 6901, et seq.; (b) An "Extremely Hazardous Waste", a "Hazardous Waste", or a "Restricted Hazardous Waste", under subsections 25115, 25117, or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to subsection 25140 or 44321 of the California Health and Safety Code; (c) "Hazardous Material", "Hazardous Substance", "Hazardous Waste", "Toxic Air Contaminant", or "Medical Waste" under subsections 25281, 25316, 25501, 25501.1, 117690 or 39655 of the California Health and Safety Code; (d) "Oil" or a "Hazardous Substance" listed or identified pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. Section 1321, as well as any other hydro carbonic substance or by-product; Exhibit B to Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-1.3-19 FINAL 2 Federal Credit Union (e) Listed or defined as a "Hazardous Waste", `Extremely Hazardous Waste", or an "Acutely Hazardous Waste" pursuant to Chapter 11 of Title 22 of the California Code of Regulations; (f) Listed by the State of California as a chemical known by the State to cause cancer or reproductive toxicity pursuant to Section 25249.9(a) of the California Health and Safety Code; (g) A material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures damages or threatens to damage, health, safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or public agency requires in order for the property to be put to any lawful purpose; (h) Any material whose presence would require remediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a leaking underground fuel tank; (i) Pesticides regulated under the Feral Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. subsection 136 et seq.; 0) Asbestos, PCBs and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. subsection 2601 et seq.; (k) Any radioactive material including any "source material", "special nuclear material", "by-product material", "low-level wastes", "high-level radioactive waste", "spent nuclear fuel" or "transuranic waste", and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. subsection 2011 et seq., the Nuclear Waste Policy Act, 42 U.S.C. subsection 10101 et seq., or pursuant to the California Radiation Control Law, California Health and Safety Code Section 114960 et seq.; (1) Regulated under the Occupational Safety and Health Act, 29 U.S.C. subsection 651 et seq., or the California Occupational Safety and Health Act, California Labor Code subsection 6300 et seq.; and/or (m) Regulated under the Clean Air Act, 42 U.S.C. subsection 7401 et seq. or pursuant to Division 26 of the California Health and Safety Code. "Improvements" shall mean the physical facilities now or hereafter constructed on the Development Parcels and adjoining areas owned by the City and consist of (a) the buildings, structures, and improvements comprising the office buildings, the parking structure, and the credit union branch building, and (b) all on and off-site landscaping, infrastructure improvements, amenities and utilities required to be constructed or installed on or in connection with the development of the Project on the Development Parcels, including (i) all public and private streets, roadways, drives, alleyways, sidewalks, medians, landscaping and parking lots and (ii) all utilities Exhibit B to Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 3 Federal Credit Union required for the SchoolsFirst campus upon the Development Parcels and the SchoolsFirst Parcel, to the boundary of each building, structure or other improvement requiring such utility access. "Investigation(s)" shall mean any observation, inquiry, examination, sampling, monitoring, analysis, exploration, research, inspection, canvassing, questioning, and/or surveying of or concerning the Development Parcels or any adjacent or affected properties, including the air, soil, surface water, and groundwater, and the surrounding population or properties, or any of them, to characterize or evaluate the nature, extent or impact of Hazardous Materials. "Landscape Installation and Maintenance Agreement" shall mean that certain Landscape Installation and Maintenance Agreement executed by City and SchoolsFirst and Recorded in the Official Records immediately following Recording of the Quitclaim Deed. "Mortgage" shall mean any indenture of mortgage or deed of trust, bond, grant of taxable or tax-exempt funds from a governmental agency or other security interest and the documents governing a sale-leaseback transaction, together with all loan documents related thereto. "Person" shall mean an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, joint venture, firm, joint stock company, unincorporated association, Governmental Authority, governmental agency or other entity, domestic or foreign and shall include each and every member, partner, owner, shareholder, creditor and investor in any of the foregoing entities. "Project" consists of construction and occupancy by Property Owner on the Development Parcels of an office building housing a headquarters building and parking structure, and, if elected by Property Owner, a retail credit union branch and related improvements, infrastructure and amenities. "Recording" and "Recorded" shall mean to record the specified instrument, or the current or past recording of the specified instrument, in the official records of Orange County California. "Reimbursement Agreement" shall mean that certain Reimbursement Agreement in the form and substance of the agreement attached to the Development Agreement relating to the Development Parcels or otherwise as agreed to by the City and SchoolsFirst, each in its sole discretion, to be executed by the City and SchoolsFirst at and as a condition to Close of Escrow, and which shall provide for reimbursement by City to SchoolsFirst of certain costs incurred by SchoolsFirst for construction of off-site improvements on City owned property which improvements are a regulatory condition to development of the Project. "Release" (with respect to Hazardous Materials) shall mean any releasing, or threat of releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing, or dumping into the environment. "Remediate" or "Remediation" shall mean any response or remedial action as defined under Section 101(25) of CERCLA, and similar actions with respect to Hazardous Materials as defined under comparable state and local laws, and any other cleanup, removal, containment, abatement, recycling, transfer, monitoring, storage, treatment, disposal, closure, restoration or Exhibit B to Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 4 Federal Credit Union other mitigation or remediation of Hazardous Materials or Releases required by any Environmental Agency or within the purview of any Environmental Laws. "State" shall mean the State of California. "Successor Owner" shall mean each and every Person owning or acquiring any right, title or interest in or to all or any portion of the Development Parcels. Exhibit B to Tustin - SchoolsFirst - Form of Special Attachment 10 City of Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 5 Federal Credit Union EXHIBIT C PROHIBITED USES The following shall be "Prohibited Uses": 1. Manufacturing and. physical assembly (except for limited prototype and similar construction and assembly and/or "clean room" space ancillary to a principal use that is not a prohibited use), and warehousing uses (except for warehousing that uses no more than 5% of the space at the Development Parcels then leased or owned by the relevant user); 2. Server farms as a principal use (provided that server rooms to accommodate a principal use that is not a prohibited use are allowed); 3. Any coin operated laundry; 4. Any discount retailers; 5. Any dry cleaning plant; provided, however, that this restriction shall not apply to either (a) a drop off/pick up only type of facility or (b) an operation using a Liquid CO2 System, a Wet -Dry System or a D5 System or other equal or better environmentally sound process, so long as the operator thereof: (i) uses best management practices intended to avoid Release of Hazardous Materials; (ii) identifies and addresses leaks; (iii) controls emissions of any of these products; and (iv) performs all dry cleaning activities in compliance with. all applicable laws, rules, ordinances and regulations (federal, state or local); 6. Any dance hall, night club or billiard parlor, unless operated in conjunction with a restaurant or other food establishment; 7. Any entertainment, pinball, video, or similar arcade, except as incidental to a permitted retail use; 8. Any funeral home or mortuary; 9. Any flea market, except farmers markets and community or charitable events; 10. Any facility for the sale or display of pornographic material (e.g., video or book store selling, renting, or exhibiting primarily material of a pornographic or "adult" nature), except establishments that are not perceived to be, nor hold themselves out as "adult" book stores (e.g., drug stores, grocery stores, newsstands or kiosks, coffee shops or first class book retailers), but which may incidentally sell books, magazines or other periodicals that may contain pornographic materials; 11. Any gambling facility or operation, including, but not limited to, off-track or sports betting parlor, table games such as black jack or poker, slot machines, video poker/black- jack/keno machines or similar devices, or bingo parlor (this prohibition shall not be applicable to government sponsored gambling activities—e.g., state lottery—or charitable Exhibit C to Tustin - SchoolsFirst - Form of Special Attachment 10 City Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 1 Federal Credit Union gambling activities, so long as such activities are incidental to the business operation being conducted by the permitted occupant or tenant); 12. Any gun shop, except as an incidental part of a sporting goods or outdoor retail stores.; 13. Firearm shooting range; 14. Any store selling paraphernalia used for the consumption of cannabis, tobacco, legal highs, legal party powders and herbs; 15. Any store selling paraphernalia for illegal drugs; 16. Any massage parlor (except for bona fide therapeutic massage, chiropractic care, sports therapy, a beauty salon/day spa and other bona fide massage services in connection with a permitted health club use), adult entertainment restaurant, bar or club (e.g., topless club or "strip joint"); 17. Any retail store other than a credit union branch or bank branch; 18. Any bail bond or pawn shop; 19. Any medical office use (e.g., doctors, dentists, hospitals, urgent care clinics, or rehabilitation facilities) except to the extent any on site employee benefits program exists. 20. Any residential uses. Exhibit C to Tustin - SchoolsFirst - Form of Special Attachment 10 City Tustin / SchoolsFirst Restrictions - Att 10 - 5-13-19 FINAL 2 Federal Credit Union ATTACHMENT 11 FORM OF CERTIFICATE OF COMPLIANCE CITY OF TUSTIN OFFICIAL BUSINESS REQUEST DOCUMENT TO BE RECORDED AND TO BE EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE 6103 AND 27383. Recording requested by and When recorded mail to: The City of Tustin 300 Centennial Way Tustin, CA 92780 Attn: City Manager SPACE ABOVE THIS LINE FOR RECORDER'S USE CERTIFICATE OF COMPLIANCE FOR SCHOOLSFIRST HEADQUARTERS PROJECT This CERTIFICATE OF COMPLIANCE ("Certificate of Compliance") is made as of , 20_ by the CITY OF TUSTIN, a municipal corporation of the State of California ("City"), in favor of f{if no Assignment or Meager.) SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union ("SchoolsFirst') I {if Assignment or Merger.) ("SchoolsFirst"), successor in interest to SchoolsFirst Federal Credit Union, a federally chartered credit union], with reference to the following matters: A. The City and SchoolsFirst have entered into that certain Disposition and Development Agreement for SchoolsFirst Headquarters Project dated as of , 20 f{if amended.) (the "Original DDA ") as amended by that certain Amendment No. _ to Disposition and Development Agreement for SchoolsFirst Headquarters Project dated as of , 20 (as amended, the "DDA') /{f not amended.} (the "DDA ")J as evidenced by that certain Memorandum of Disposition and Development Agreement for SchoolsFirst Headquarters Project ("Memorandum of DDA"), dated for reference as of , 20_ and recorded in the official records of Orange County, California as Instrument No. . All initially capitalized terms not otherwise defined herein shall have the meanings assigned to them in the DDA. B. Pursuant to the DDA, SchoolsFirst agreed to develop and construct certain improvements on that certain real property legally described on Exhibit A hereto and incorporated herein by this reference (the "Development Parcels") and certain related off-site infrastructure. C. Pursuant to Article 9 of the DDA, the City agreed to furnish to SchoolsFirst, upon request therefor by SchoolsFirst, a Certificate of Compliance in recordable form upon Tustin - SchoolsFirst - Form of Certificate Attachment 11 City of Tustin / SchoolsFirst of Compliance - Att 11 - 5-13-19 FINAL 1 Federal Credit Union (1) Completion of all construction and development required to be undertaken by SchoolsFirst in accordance with the requirements of the DDA and. (2) satisfaction by SchoolsFirst of the Conditions Precedent to issuance thereof set forth in Section 9.4.2(a) through (h) of the DDA. D. The City has determined that SchoolsFirst has (1) caused Completion of all construction and development required to be undertaken by SchoolsFirst in accordance with the requirements of the DDA and (2) satisfied the Conditions Precedent set forth in Section 9.4.2(a) through (h) of the DDA for the City's issuance of a Certificate of Compliance with respect to the Development Parcels. NOW, THEREFORE, the City certifies as follows: 1. This Certificate of Compliance covers and applies to the improvements and the Project described in the DDA. 2. This Certificate of Compliance shall be deemed conclusive evidence of the City's determination that SchoolsFirst has satisfactorily completed all of SchoolsFirst's obligations under the DDA with respect to the Development Parcels. 3. Upon recording of this Certificate, the DDA shall terminate as to the Development Parcels and shall be of no further force and effect and any Person then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in the Development Parcels shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under the DDA with respect to the Development Parcels and/or improvements, except that the following matters shall survive the termination of the DDA each in accordance with its terms as to the improvements and the Development Parcels and all Persons owning, leasing or occupying the Development Parcels and/or the improvements shall continue to be bound by the following documents, each of which shall survive the termination of the DDA, shall not merge with any deed on any transfer of any portion of the Development Parcels, and shall survive the issuance of this Certificate of Compliance: (a) the provisions of the Memorandum of DDA which expressly survive the termination of the DDA; (b) the Development Agreement dated , 2020, executed by the City and SchoolsFirst and recorded in the Orange County Clerk Recorder's Office on , 20 as Instrument No. : and (c) the following instruments, each dated as of , 20 and recorded in the Orange County Clerk Recorder's Office on , _ with the Instrument Numbers set forth below,: (i) the Quitclaim Deed (Instrument No. ); (ii) the Landscape Installation and Maintenance Agreement (Instrument No. ); Tustin - SchoolsFirst - Form of Certificate Attachment 11 City of Tustin / SchoolsFirst of Compliance - Aft 11 - 5-13-19 FINAL 2 Federal Credit Union M (iii) the Reimbursement Agreement (Instrument (iv) the CC&Rs (Instrument No. ); and (v) the Special Restrictions (Instrument No. 4. This Certificate of Compliance shall not constitute evidence of compliance with or satisfaction of any obligation of SchoolsFirst to any holder or issuer of a mortgage or deed of trust securing money loaned to finance the improvements or any part thereof. 5. Issuance of this Certificate of Compliance shall not waive any rights or claim that the City may have against any person or entity for latent or patent defects in design, construction or similar matters under any applicable law, nor shall it be evidence of satisfaction of any of SchoolsFirst's obligations to others not a party to the DDA. 6. This Certificate of Compliance is not a Notice of Completion as referred to in California Civil Code Section 8180 et seq. 7. Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the DDA or any other provisions of the documents incorporated herein. {signatures on following page} Tustin - SchoolsFirst - Form of Certificate Attachment 11 City of Tustin / SchoolsFirst of Compliance - Att 11 - 5-13-19 FINAL 3 Federal Credit Union IN WITNESS WHEREOF, the City has caused this Certificate of Compliance to be duly executed by its officer duly authorized as of the date first above written. Dated: ATTEST: Lo Erica N. Yasuda City Clerk APPROVED AS TO FORM David E. Kendig City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City ME Amy E. Freilich CITY OF TUSTIN: Matthew S. West City Manager Tustin - SchoolsFirst - Form of Certificate Attachment 11 City of Tustin / SchoolsFirst of Compliance - Att 11 - 5-13-19 FINAL S-1 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On Date personally appeared before me, (Insert Name and Title of the Officer) Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrumento I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of Certificate Attachment 11 City of Tustin / SchoolsFirst of Compliance - Att 11 - 5-13-19 FINAL S-2 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, Date (Insert Name and Title of the Officer) personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of Certificate Attachment 11 City of Tustin / SchoolsFirst of Compliance - Att 11 - 5-13-19 FINAL S-2 Federal Credit Union EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PARCELS [Attached] Tustin - SchoolsFirst - Form of Certificate Exhibit A to City of Tustin / SchoolsFirst of Compliance - Att 11 - 5-13-19 FINAL Attachment 11 Federal Credit Union HEADQUARTERS PARCEL: BEING ALL OF PARCEL 6, OF PARCEL MAP NO. 2010-127, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 371, PAGES 25 THROUGH 29 INCLUSIVE, OF PARCEL MAPS, RECORDS OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH PORTIONS OF PARCELS 1 AND 2 OF LOT LINE ADJUSTMENT NO. 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT NO. 2014000307038, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF PARCEL 3 OF LOT LINE ADJUSTMENT NO. 90-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED AUGUST 31, 1990 AS INSTRUMENT NO. 90-466900, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF THE "OLD" DEL AMO AVENUE EASEMENT ABANDONED AND VACATED BY THE CITY OF TUSTIN PER RESOLUTION NO. 17-20, RECORDED DECEMBER 11, 2017 AS INSTRUMENT NO. 2017000530760, OF OFFICIAL RECORDS, ALL MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 6, SAID POINT ALSO BEING ON THE EASTERLY LINE OF NEWPORT AVENUE AND THE SOUTHERLY LINE OF DEL AMO AVENUE AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 6, NORTH 52025'08" EAST 36.61 FEET TO THE BEGINNING OF A NON—TANGNET CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 620.72 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 06047'40" WEST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 318.85 FEET THROUGH A CENTRAL ANGLE OF 29025'55' TO THE BEGINNING OF A NON—TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 542.42 FEET, A RADIAL LINE TO SAID POINT SOUTH 21°28'27" EAST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 32.52 FEET THROUGH A CENTRAL ANGLE OF 03°26'07"; THENCE SOUTH 24054'35" EAST 46.55 FEET; THENCE SOUTH 50011'11" EAST 84.43 FEET; THENCE SOUTH 39048'49" WEST 156.13 FEET; THENCE SOUTH 50011'11" EAST 10.67 FEET; THENCE SOUTH 39048'49" WEST 321.58 FEET; THENCE NORTH 50°11'11" WEST 10.67 FEET; THENCE SOUTH 39048'49" WEST 260.36 FEET; THENCE NORTH 65°29'30" WEST 137.29 FEET TO A POINT ON A NON—TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1512.30 FEET, SAID CURVE BEING SAID EASTERLY LINE OF NEWPORT AVENUE, A RADIAL LINE TO SAID POINT BEARS SOUTH 65°26'31" EAST; THENCE NORTHERLY ALONG SAID CURVE AN ARC DISTANCE OF 389.38 FEET THROUGH A CENTRAL ANGLE OF 14045'07'; THENCE NORTH 09048'22" EAST 159.02 FEET TO THE POINT OF BEGINNING. CONTAINS: 184,283 SQ. FT. — 4.230 ACRES PARKING PARCEL: BEING A PORTION OF PARCEL 2 OF LOT LINE ADJUSTMENT N0, 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT NO. 2014000307038, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING A POINT ON THE EASTERLY LINE OF SAID PARCEL 2, SAID POINT BEING NORTH 39048'49" EAST 25.74 FEET FROM THE SOUTHEASTERLY CORNER OF SAID PARCEL 2; THENCE NORTH 50011'11" WEST 250.67 FEET; THENCE NORTH 39048'49" EAST 52.21 FEET; THENCE SOUTH 50011'11" EAST 10.67 FEET; THENCE NORTH 39048'49" EAST 321.58 FEET; THENCE NORTH 50011'11" WEST 10.67 FEET; THENCE NORTH 39048'49" EAST 52.21 FEET; THENCE SOUTH 50°11'11" EAST 250.67 FEET TO A POINT ON SAID EASTERLY LINE OF SAID PARCEL 2; THENCE SOUTHERLY ALONG SAID EASTERLY LINE, SOUTH 39°48'49" WEST 426.00 FEET TO THE POINT OF BEGINNING.r_� CONTAINS: 103,365 SQ. FT. — 2.373 ACRES VAALDEN & SSOCIATES - r orm CIVIL ENGINEERS - LAND SURVEYORS - PLANNER; 2552 WHITE ROAD, SUITE B • IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 SHEET 1 OF 2 of Compliance - Aft 11 - 5-13-19 FINAL Attachment 11 Federal Credit Union CURVE TABLE CURVE DELTA RADIUS LENGTH C1 14045'07 1512.30' 389.37' C2 29025'55" 620.72' 318.85' C3 [03"26-07" 542.1 32.52' 150 75 0 150 SCALE IN FEET 1 INCH = 150 FEET ZN� p.3�0�5 c1 `PAF;CrL — — PJ\J]P 871/25�2� J 11 ® IACAT,✓D) OLD D5L AJ\JJO _AVP-JNU_r _ _ r 0 i _ 7 HEADQUARTERS PARCEL - — (— — 19,M3W FT- 4.230 ACRES L8 208.15' i rl $ N N PARKING PARCEL "' 103,356 SQ. FT. o 2.373 ACRES A. T. & S. F. RAILROAD ALDEN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS S S 0 CIATE S 2552 WHITE ROAD, SUITE B • IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 - JL.11VL11J1'11JL - to of Compliance - Att 11 - 5-13-19 FINAL Attachment 11 'sem' 0 �1ut I � L5 103.92'11 <'bra J1�1 SHEET 2 OF 2 Federal Credit Union LINE TABLE LINE BEARING DISTANCE L1 N 09048'22" E 159.02' L2 N 52°25'08" E 36.61' L3 N 24054'35" W 46.55' L4 N 50011'11" W 84.43' L5 N 39048'49" E 156.13' L6 N 50011 111" W 10.67' L7 N 39048'49° E 321.58' L8 N 39°48'49" E 260.36' L9 N 65°29'30" W 137.29' L10 N 50°11'11" W 250.67' L11 N 39°49'30" E 426.00' L12 N 80042'32" W 116.69' p.3�0�5 c1 `PAF;CrL — — PJ\J]P 871/25�2� J 11 ® IACAT,✓D) OLD D5L AJ\JJO _AVP-JNU_r _ _ r 0 i _ 7 HEADQUARTERS PARCEL - — (— — 19,M3W FT- 4.230 ACRES L8 208.15' i rl $ N N PARKING PARCEL "' 103,356 SQ. FT. o 2.373 ACRES A. T. & S. F. RAILROAD ALDEN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS S S 0 CIATE S 2552 WHITE ROAD, SUITE B • IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 - JL.11VL11J1'11JL - to of Compliance - Att 11 - 5-13-19 FINAL Attachment 11 'sem' 0 �1ut I � L5 103.92'11 <'bra J1�1 SHEET 2 OF 2 Federal Credit Union ATTACHMENT 12 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT CITY OF TUSTIN OFFICIAL BUSINESS REQUEST DOCUMENT TO BE RECORDED AND TO BE EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE SECTIONS 6103 AND 27383. Recording requested by and When recorded mail to: The City of Tustin 300 Centennial Way Tustin, CA 92780 Attn: Citv Manaaer SPACE ABOVE THIS LINE FOR RECORDER'S USE ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made as of ,20 (the "Assignment Effective Date") by and between a corporation ("Transferor") and . a ("Transferee"), ff to be inserted unless Transfer is to a SchoolsFirst Affiliate pursuant to Section 2.2.2(h) of the DDA.) with the consent of the CITY OF TUSTIN, a municipal corporation of the State of California (the "City')j with reference to the following matters: A. The City and SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union ("SchoolsFirst") [{if predecessor to Transferor.] apredecessor in interest to Transferor) entered into that certain Disposition and Development Agreement, dated as of , 20_ [fif amended.] (the "Original DDA') as amended by that certain Amendment No. —to Disposition and Development Agreement dated as of 20 (as amended, "DDA ')J1[[if not amended.] (the "DDA ")], relating to the conveyance from theCity to SchoolsFirst (which is the person or entity under the DDA from time to time, comprising, prior to the Assignment Effective Date, Transferor, and upon the Assignment Effective Date, Transferee), of that certain real property legally described on Exhibit A-1 attached hereto ("City Property") and the subsequent development of that certain real property legally described on Exhibit A-2 (the "Development Parcels") (which includes, but is not limited to, the City Property), all as more particularly set forth in the DDA. All initially capitalized terms not otherwise defined in this Assignment, shall have the meanings ascribed to such terms in the DDA. B. ISch o olvEirstlTransferorl and City have previously executed that certain Development Agreement Recorded in the Office of the Orange County Clerk Recorder ("Official Records") against title to the Development Parcels on , 20 as Instrument No. I (the "DA") affecting the Development Parcels. Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Aft 12 - 5-13-19 FINAL 1 Federal Credit Union C. Pursuant to this Assignment, Transferor is conveying to Transferee all of its right, title and interest in and to the DDA and the DA and all rights and interests as "SchoolsFirst" thereunder, including its rights set forth in the DDA [[Insert if Close of Escrow has not taken place:} to 'acquire from the City the City Property and] to develop the Development Parcels in accordance with the requirements set forth in the DDA, the DA and [[Insert if Close of Escrow has not taken place:} upon execution and delivery thereof,] the Property Documents (as defined below). D. [[Insert if Close of Escrow has not taken place.) Immediately following execution and delivery of this Assignment, and upon satisfaction of all conditions precedent thereto for the benefit of SchoolsFirst and City under the DDA, the City shall convey the City Property to Transferee, in its capacity as "SchoolsFirst" tinder the DDA, and City and Transferee, in connection with the conveyance thereof shall execute, as applicable, the following documents.J[[Insert if Close of Escrow has taken place.] The City has previously conveyed the City Property to SchoolsFirst and City and SchoolsFirst have executed and delivered the following documents. -J1 1. that certain Memorandum of Disposition and Development Agreement ("Memorandum of DDA"), [[Insert if Close of Escrow has not taken place:} which shall bej[[Insert if Close of Escrow has taken place.) which has been] recorded in the Official Records against title to the Development Parcels; 2. that certain Quitclaim Deed and Covenants, Conditions and Restrictions, Including Environmental Restriction Pursuant To Civil Code Section 1471 ("Quitclaim Deed"), [[Insert if Close of Escrow has not taken place.] which shall he][[Insert if Close of Escrow has taken place.) which has been] recorded in the Official Records against title to the City Property; 3. that certain Declaration of Reciprocal Easements, Covenants, Conditions and Restrictions, Including Environmental Restrictions Pursuant to Civil Code Section 1471 ("Special Restrictions"), [[Insert if Close of Escrow has not taken place.) which shall be] [[Insert if Close of Escrow has taken place.) which has been] recorded in the Official Records against title to the Development Parcels; 4. that certain Covenants, Conditions and Restrictions [[Insert if Close of Escrow has not taken placer} which shall be][[Insert if Close of Escrow has taken place.) which has been] recorded in the Official Records against title to the Development Parcels; 5. that certain Landscape Installation and Maintenance Agreement. ("Landscape Installation and Maintenance Agreement"), [[Insert if Close of Escrow has not taken place.) which shall be] [[Insert if Close of Escrow has taken place.] which has been] recorded against title to the Development Parcels; ' If Assignment occurs following Close of Escrow, these recitals to be modified to indicate date of execution of Property Documents by Transferee and relevant recording information. Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL 2 Federal Credit Union 6. that certain Reimbursement Agreement ("Reimbursement Agreement") {add details); and 7. fif applicable: that certain Parking License Agreement [add details) ("Parking License"); The DDA, the Memorandum of DDA, the Special Restrictions, the DA, CC&Rs, the Quitclaim Deed; [the Parking License), the Landscape Installation and Maintenance Agreement and the Reimbursement Agreement, are collectively referred to herein as the "Property Documents." E. Pursuant to the DDA, Transferor agreed to develop and construct, on the Development Parcels, certain Improvements comprising the Project. F. The DDA [[Insert if Close of Escrow has not taken place.) and the DAJ [[Insert if Close of Escrow has taken place:} f, the DA and the other Property Documents) impose certain covenants, conditions, payment obligations and restrictions on the Development Parcels and, prior to the filing of a Certificate of Completion, the DDA restricts Transferor's ability to transfer ownership and/or control of the Development Parcels, the Project, the Improvements and Transferor's obligations with respect to the Project (including, without limitation, Transferor's obligations with respect to the off-site infrastructure improvements), all as set forth in the DDA [[Insert if Close of Escrow has not taken place.] and the DAJ [[Insert if Close of Escrow has taken place:) {, the DA and the other Property Documents). G. Pursuant to this Assignment, Transferor is conveying to Transferee all of its right, title and interest in and to the DDA and the DA and all rights and interests in favor of SchoolsFirst therein to enter into the Property Documents and to acquire the.City Property, pursuant to the terms thereof including all Improvements, if any, located thereon, all appurtenances pertaining thereto and all permits, licenses, approvals and authorizations issued by any Governmental Authority in connection therewith, for purposes of construction and operation by Transferee of the Project and other Transferee Improvements (defined below). Pursuant to this Assignment, Transferee is assuming all obligations of Transferee under the DDA [[Insert if Close of Escrow has not taken place:) and the DAJ [[Insert if Close o fEscrow has taken place:) [, the DA and the other Property Documents) and agreeing, for the benefit of Transferor and the City, that it will, upon conveyance of such property to Transferee pursuant to the DDA, develop the Development Parcels in accordance with the requirements of the DDA (including, without limitation, the Scope of Development and the Schedule of Performance), [[Insert if Close of Escrow has not taken place:) the DA and the other .Property Documents (upon execution thereof).] [[Insert if Close of Escrow has taken place:] (the DA and the other Property Documents). H. [[Insert if Close of Escrow has taken place.) Concurrently with the execution and delivery of this Assignment, Transferor is conveying to Transferee (the entirety of the Development Parcels)/[that portion of the Development Parcels comprised of the certain real property legally described on Exhibit B attached hereto) ("Transfer Parcel'), and all Improvements located on the Transfer Parcel, and Transferee will develop the .Transfer Parcel in accordance with the requirements of the DDA, including; without limitation, the Scope of Development and the Schedule of Performance, and the other Property Documents.) Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL 3 Federal Credit Union I. Transferor desires [[Insert if Close of Escrow has taken place.) to convey the Transfer Parcel to Transferee and] to assign to Transferee all of Transferor's right, title and interest in and to the Assigned Interests (as defined below) with respect to the Transfer Parcel (the "Transfer Event") [[ to he inserted unless Transfer is to a SchoolsFirst Affiliate pursuant to Section 2.2.2(h) of the DDA.), to have such assignment approved by the City, and to have Transferee approved by the City as a "Transferee" (as that term is defined in and used in Section 2 of the DDA).J J. The DDA imposes certain covenants, conditions, payment obligations and restrictions on the Development Parcels and, prior to the filing of a Certificate of Compliance, the DDA restricts SchoolsFirst's ability to transfer ownership and/or control of the Development Parcels, the Project, the Improvements and/or SchoolsFirst's obligations with respect to the Project). K. Section 2 of the DDA requires that a Transfer include, among other things, the execution and delivery of an assignment and assumption agreement. Transferor and Transferee are entering into this Assignment in order to fulfill the obligations of Transferor and Transferee as a Transferee under Section 2 of the DDA. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Transferor and Transferee agree as follows: 1. Assi -nMent. 1.1. As of the Assignment Effective Date, Transferor hereby assigns, conveys, transfers, bargains, grants, sells and sets over to Transferee, as and to the extent owned or held by Transferor, the following (collectively, "Assigned Interests"): (a) all right, title and interest of Transferor as "SchoolsFirst" under the DA and the DDA, including without limitation from and after the Close of Escrow: (i) the obligation to construct and Complete the Improvements on the Development Parcels when and as required by the Property Documents, which Transferee shall be obligated to carry out in a timely manner in accordance with the Schedule of Performance in the DDA, (ii) the obligation to maintain the Improvements located on the Development Parcels in accordance with the Property Documents, and (iii) any and all additional corresponding rights, obligations, conditions, limitations and restrictions under the Property Documents imposed upon or with respect to the Development Parcels (and all Improvements thereon) arising from and after the Assignment Effective Date, including, without limitation, the rights, obligations, conditions, limitations, releases, indemnities and restrictions contained within the DDA and the DA; (b) all plans, specifications, maps, drawings, and other renderings owned by Transferor and relating to the Transfer Parcel, the Project and the Entitlements or such portion thereof as is subject to this Assignment; (c) all warranties, claims, and any similar rights of Transferor relating to and benefiting [[Insert if Close of Escrow has taken place.) the Transfer Parcel or] the rights Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL 4 Federal Credit Union and interests transferred pursuant to this Assignment; (d) [[Insert only if Transfer Parcel comprises all of the Development Parcels:} all intangible rights, goodwill, and similar rights relating to the Project and/or the Transfer Parcel, J and (e) [[Insert if Close of Escrow has taken place:} all right, title, interest and obligation of Transferor as "SchoolsFirst" under the Property Documents with respect to the Transfer Parcel, arising from and after the Assignment Effective Date, including (i) all benefits provided to and burdens imposed upon Transferor pursuant to the Property Documents with respect to the Transfer Parcel, and (ii) all benefits provided to and burdens imposed upon the Transfer Parcel and all improvements thereon and all personal property associated therewith pursuant to the Property Documents]; (f) [[Insert if Close of Escrow has taken place:} all Entitlements with respect to the Transfer Parcel]; 1.2. The Assigned Interests together with the Transfer Parcel are collectively referred to as the "Assigned Property." 2. Assumption. 2.1. Transferee, on behalf of itself and its successors and assigns, from and after the Assignment Effective Date, hereby assumes and receives the Assigned [[Insert if Close of Escrow has taken place,} Property] [[Insert if Close of Escrow has NOT taken place.) Interests] and Transferee agrees with Transferor (and such agreement is expressly made for the benefit of the City and may be directly enforced by the City) as follows and agrees to be bound by, perform and discharge all obligations of Transferor under the DDA and the DA [[Insert if Close of Escrow has taken place:} and the remaining Property Documents,] that arise from and after the Assignment Effective Date: (a) Transferee accepts and expressly assumes all the obligations, conditions, limitations and restrictions related to the Transfer Parcel and/or the Assigned Interests imposed upon Transferor under the Property Documents. (b) Transferee expressly assumes and shall be subject to all the obligations, conditions, limitations and restrictions to which Transferor and/or the Transfer Parcel is subject under or by reason of the Property Documents that relate to the Transfer Parcel, including, without limitation, the provisions of the release set forth in Section 4.5.3 of the DDA and the indemnities set forth in Section 10 of the DDA; (c) Transferee expressly assumes and shall be subject to all the obligations, conditions, limitations and restrictions to which Transferor and/or the Transfer Property is subject by reason of the Entitlements related to the Transfer Parcel; (d) Upon and subject to the terms and provisions of the Property Documents, Transferee expressly assumes and shall be subject to all the obligations to perform, construct Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Aft 12 - 5-13-19 FINAL 5 Federal Credit Union install, and Complete any and all Improvements to be constructed on the Transfer Parcel in accordance with the Entitlements, the Approved Plans, the Scope of Development and within the time periods specified in the Schedule of Performance; and (e) Upon and subject to the terms and provisions of the Property Documents, Transferee shall pay and perform all obligations of "SchoolsFirst" set forth in the under the DA and the DDA and [{Insert if Close of Escrow has NOT taken place.] upon execution thereof,J the other Property Documents that relate to the Assigned Property when and if acquired by Transferee, including, without limitation, the following obligations: (i) the obligation to construct the Improvements to be constructed on the Transfer Parcel in accordance with the Scope of Development and within the time periods specified in the Schedule of Performance; and (ii) the obligation to pay all sums required to be paid by "SchoolsFirst" as set forth in the Property Documents in connection with the ownership of the Assigned Interests and the development of the Transfer Parcels, to the extent such amounts have not been paid as of the Assignment Effective Date; (iii) the obligation to develop the Development Parcels in full compliance with all then! existing Entitlements and. the .Approved Plans; and (iv) as a condition precedent to this Assignment, the obligation of the Controlling Pelson of the Transferee to deliver to the City Guaranty (or if such Controlling Person is not approved by the City as the Guarantor, another Person approved by the City in its sole discretion as the Guarantor in accordance with Section 4. of the DDA). (f) For the avoidance of doubt, upon the execution and delivery of this Assignment, Transferee shall be deemed to have assumed and shall be obligated to comply with and perform: (i) all obligations of Transferee as described in this Assignment and (ii) all obligations of "SchoolsFirst" under this Assignment and the Property Documents. 2.2. For avoidance of doubt, and without limiting the generality of the foregoing, Transferee hereby agrees: (a) that Transferee has hereby assumed and shall be subject to and. obligated to perform in accordance with or otherwise comply with the requirements of the DDA and the DA and [{Insert if Close of Escrow has NOT taken place:} upon execution and delivery thereof,] the other Property Documents, and (b) that it shall be subject to all rights and remedies of the City under the DA and the DDA, including without limitation, the Right of First Offer and the and the right to certain proceeds upon sale of Headquarters Parcel or any portion thereof as set forth in the DDA, and upon execution and delivery thereof, under the Property Documents. 2.3. Transferee hereby acknowledges, and agrees, for the benefit of Transferor and the City that Transferee shall remain fully responsible to perform and satisfy all the obligations and liabilities assumed by Transferee pursuant to Sections 2.1 and 2.1.2 above regardless of any of the following: (a) the value of the Assigned. Interests and/or the Transfer Parcel or the income to be derived from the Assigned Interests and/or the Transfer Parcel; (b) the existence or non-existence of any liens, easements, covenants, conditions, restrictions, claims or encumbrances affecting the Assigned Interests and/or the Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL 6 Federal Credit Union Transfer Parcel (including without limitation any of the foregoing arising from or related to the Entitlements or any of the Property Documents); (c) the suitability of the Assigned Property for any and all future development, uses and activities which Transferee may conduct or Transferor may have conducted thereon, including, without limitation, the development of the Project as described in the Property Documents; (d) the ability of the City or any third party to complete, or likelihood of the completion of, any of the improvements and infrastructure described by the General Plan, the Specific Plan, or any other plan or policy of the City or any other Governmental Authority; (e) the compliance by the City or any third party with respect to the General Plan, the Specific Plan, the Special Restrictions applicable to the Transfer Parcel or any other portion of the Development Parcels; (f) the habitability, merchantability or fitness for a particular purpose of the Assigned Interests and/or the Transfer Parcel; (g) the manner, quality, state of repair or lack of repair of the Assigned Interests and/or the Transfer Parcel.- (h) arcel; (h) the nature, quality or condition of the Transfer Parcel including water, soil and geology; (i) the compliance of or by the Assigned Interests and/or the Transfer Parcel and/or its operation in accordance with any of the Entitlements or any Governmental Requirements, including without limitation, the National Environmental Policy Act, CEQA and the Americans with Disabilities Act of 1990; 0) the manner or quality of the construction or materials, if any, incorporated into any part of the Transfer Parcel or the Improvements; (k) the presence or absence of Hazardous Materials, including without limitation, asbestos or lead paint at, on, under, or adjacent to the Transfer Parcel or any other portion of the Development Parcels; (1) the content, completeness or accuracy of the information, documentation, studies, reports, surveys and other materials, delivered to Transferee by Transferor or others in connection with Transferee's review of the Assigned Interests and/or the Transfer Parcel and the transactions contemplated in the Property Documents; (m) the conformity of the existing improvements on the Transfer Parcel, if any, to any plans or specifications; (n) compliance of the Assigned Interests and/or the Transfer Parcel with past, current or future Governmental Requirements (including, without limitation, the Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL 7 Federal Credit Union Entitlements) relating to zoning, subdivision, planning, building, fire, safety, health or environmental matters and/or covenants, conditions, restrictions or deed restrictions; (o) the deficiency of any undershoring or of any drainage to, on or from the Transfer Parcel or any other portion of the Development Parcels; (p) the condition of any adjoining land owned by the City, including without limitation the property covered by the Landscape Installation and Maintenance Agreement and any improvements thereon; (q) the fact that all or a portion of the Transfer Parcel may be located on or near an earthquake fault line or falls within an earthquake fault zone established under the Alquist-Priolo Earthquake Zone Act, California Public Resources Code Sections 2621-2630 or within a seismic hazard zone established under the Seismic Hazards Mapping Act, California Public Resources Code Sections 2690-2699.6 and Sections 3720-3725; (r) the existence or lack of vested land use, zoning or building entitlements affecting the Assigned Interests and/or the Transfer Parcel; (s) the construction or lack of construction of any other improvements pursuant to the Specific Plan or if constructed., the construction of such improvements in accordance with design guidelines, plans and specifications previously or to be prepared therefor; (t) the conditions, covenants and restrictions imposed upon the Assigned Interests and/or the Transfer Parcel or any portion thereof under the Property Documents or the Entitlements; and (u) any other matters. 3. %{Where Transfer is to a SchoolsFirst Affiliate or Citv Does not Grant a Release} • No Release tinder the DDA. Notwithstanding the Transfer described in this Assignment, Transferor acknowledges that it shall not be relieved or released from its obligations as "SchoolsFirst" under the Property Documents, Transferor shall remain fully liable under the Property Documents for all matters and obligations arising prior to the Assignment Effective Date, and Transferor and Transferee shall have joint and several liability with respect to the obligations of SchoolsFirst tender the DDA, the DA and, when effective, the other Property Documents arising fi^om and after the Assignment Effective Date and the City shall be entitled to look to Transferor to fully comply with this Assignment and the Property Documents as though there had not been a Transfer. Further, Transferor shall not be relieved or released from the Ongoing Matters unless and until Transferor is expressly released in writing by the City.] 4. Representations and Warranties. 4.1. As an inducement to the City to consent to the Transfer and. this Assignment and to perform its obligations hereunder, Transferee represents and warrants to the City as follows: Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL 8 Federal Credit Union (a) Transferee acting on its own behalf or in conjunction with its retained consultants has the necessary expertise, experience, qualifications and legal status necessary to perform as SchoolsFirst and to construct and Complete the Project, and, without limiting the foregoing, SchoolsFirst, with its retained consultants, is experienced in the development, management, and leasing of commercial projects of the size and type described in the Project Documents and understands the process and requirements associated with projects such as the Project described herein. (b) Transferee's acquisition of the Assigned [{Insert if Close ofEscrow h as taken place:} Property] [{Insert if Close of Escrow h as NOT taken place.] Interests and upon acquisition thereof, the Transfer Parcels], development of the Project and its other undertakings pursuant to this Assignment and the Property Documents are for the purpose of timely development of the Project in accordance with the Schedule of Performance attached to the DDA and not for speculation or land holding. (c) Transferee is a [insert type of legal entity], duly incorporated [or formed] and validly existing and in good standing under the laws of the State of [insert state of formation], is duly qualified to do business and in good standing in the State and in each other jurisdiction where the operation of its business or its ownership of property or the performance of Transferee's obligations under this Assignment make such qualification necessary. (d) Transferee has (or will have prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Assignment or any Property Document) all requisite power and authority required to enter into this Assignment and the Property Documents, to assume and perform the obligations of "SchoolsFirst" under the Property Documents and the instruments referenced in this Assignment, to consummate the transaction contemplated hereby and thereby and to take any steps contemplated thereby or hereby, and to perform its obligations hereunder and thereunder. (e) Transferee has obtained (or will have obtained prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Assignment or any Property Document) all required consents in connection with entering into this Assignment and the Property Documents, to assume and perform the obligations of "SchoolsFirst" under the Property Documents and the instruments and documents referenced in this Assignment to which Transferee is or shall be a party and the consummation of the transactions contemplated hereby and thereby. (f) The individuals executing this. Assignment and the individuals that will execute the instruments referenced in this Assignment on behalf of Transferee have, or will have upon execution thereof, the legal power, right and actual authority to bind Transferee to the terms and conditions hereof and thereof. (g) This Assignment has been duly authorized, executed and delivered by Transferee and. all documents required in this Assignment or the Property Documents to be executed by Transferee pursuant to this Assignment or the Property Documents shall be, at such time as they are required to be executed by Transferee, duly authorized, executed and delivered by Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL 9 Federal Credit Union Transferee and are or shall be, at such time as the same are required to be executed hereunder, valid, legally binding obligations of and enforceable against Transferee in accordance with their terms, except as enforceability may be limited by bankruptcy laws or other similar laws affecting creditors' rights. (h) Neither the execution or delivery of this Assignment or the documents referenced in this Assignment or the Property Documents, nor the incurring of the obligations set forth in this Assignment or the Property Documents and the certificates, declarations and other documents referenced in this Assignment or the Property Documents, nor the consummation of the transactions contemplated in this Assignment or the Property Documents, nor compliance with the terms of this Assignment and the documents referenced in this Assignment or the Property Documents, will violate any provision of law or any order of any court or Governmental Authority to which Transferee is subject or conflict with or result in the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Transferee, or any of its owners, members or partners are a party and which affect the Property, the Development Parcels or the transactions contemplated by this Assignment or the Property Documents. (i) No attachments, execution proceedings, assignments of benefit to creditors, bankruptcy, reorganization or other proceedings are pending or, to Transferee's knowledge, threatened against Transferee, or any of its owners, members or partners. 0) Transferee is relying solely upon its own inspections and investigations in proceeding with this Assignment and the (execution/assumption) of the Property Documents and the transactions contemplated hereby and thereby, and is not relying on the accuracy or reliability of any information provided to it by the City, on any oral or written representation or on any facts or conclusions of law made by the City, or any of its elected and appointed officials, officials, employees, agents, attorneys or representatives made in connection with this Assignment or the Property Documents. In making such investigation and assessment, Transferee has been provided access to any persons, records or other sources of information which it has deemed appropriate to review and it has thereafter completed such investigation and assessment. Without limiting the generality of the foregoing provisions, Transferee acknowledges that, without limiting any other provision of the Property Documents, the City has not made and will not make any representations or warranties concerning the condition of the Assigned [[Insert if Close of Escrow has taken place:} Property][[Insert if Close of Escrow has NOT taken place:} Interests], the compliance or non-compliance of the Assigned [[Insert if Close of Escrow has taken place.) Property] [[Insert if Close of Escrow has NOT taken place:} Interests and upon acquisition thereof, the Transfer Parcels] or any portion thereof with Environmental Laws or the existence or non-existence of Hazardous Materials in relation to the Assigned [[Insert if Close of Escrow has taken place:} Property) [[Insert if Close of Escrow has NOT taken place:} Interests and upon acquisition thereof, the Transfer Parcels] or any portion thereof or otherwise. (k) There are no adverse conditions or circumstances, no pending or, to the best of Transferee's knowledge, threatened litigation against Transferee, no governmental action, nor any other condition which could prevent or materially impair Transferee's ability to Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Aft 12 - 5-13-19 FINAL 10 Federal Credit Union carry out its obligations hereunder or under the Property Documents to develop the Transfer Parcel and the Project as contemplated by the terms of this Assignment and the Property Documents. (1) Except as set forth in this Assignment and the Property Documents, Transferee has not paid or given, and will not pay or give, any third Person any money or other consideration for obtaining this Assignment, other than the purchase price paid to the Transferor and the normal cost of conducting business and cost of professional services such as architects, engineers, attorneys and real estate brokers. (m) All reports, documents, instruments, information and forms of evidence delivered by Transferee to the City concerning or related to this Assignment and the Property Documents and the transactions contemplated hereby and thereby are, to Transferee's knowledge, accurate and correct and sufficiently complete at the time of submission to give the City true and accurate knowledge of the subject matter, and do not contain any material misrepresentation or omission. (n) As of the [{Insert if Close of Escrow has taken place.) Assignment Effective Date] [{Insert if Close of Escrow has NOT taken place.) Close of Escrow, Transferee will have the equity capital and financial capacity required for Completion of the Development without requirement of third party financing. Prior to the Assignment Effective Date, Transferee has delivered evidence of equity capital and bonding and financial capacity to comply with the obligations of Transferee under this Assignment and the Property Documents required to be satisfied under the DDA in the form of the information specified in Section 2.2.2(x) of the DDA and including a binding contractual commitment to fund from the Equity Investor if required by the DDA ("Financial Information"). The Financial Information remains true and correct as of the Assignment Effective Date and has not been amended or. modified. Based on the Financial Information, Transferee has, as of the Assignment Effective Date, the equity capital and bonding financial capacity, to comply with the obligations of Transferee under this Assignment and the Property Documents required to be satisfied under the DDA. (o) Transferee does not have any contingent obligations or any other contracts the performance or nonperformance of which could adversely affect the ability of Transferee to carry out its obligations hereunder or under the Property Documents. Transferee has not and shall not undertake such additional projects as could reasonably be expected to jeopardize the sufficiency of such equity, capital and firm and binding commitments for the purposes expressed in the preceding paragraph and the preceding sentence. (p) There are no legal proceedings either pending or, to Transferee's knowledge, threatened, to which Transferee is or may be made a party, or to which any of Transferee's property, or the Development Parcels or the Assigned Interest, are or may become subject, which could materially affect the ability of Transferee to carry out its obligations hereunder. Transferee's representations and warranties set forth in this Section 4.1 shall be deemed to be restated at the Close of Escrow of the Transfer Parcels if the same has not yet occurred, and shall survive the Close of Escrow (and any other close of escrow with respect to conveyance of Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL 11 Federal Credit Union the Assigned Property to Transferee) until the earlier to occur of the following (a) termination of this Assignment or (b) issuance of the Certificate of Compliance, and shall not be merged with the Quitclaim Deed or any other deed. As used in Sections 4.1 and 4.2 of this Assignment, "to Transferee's knowledge" and similar phrases means the actual present knowledge of the "Transferee Knowledge Parties" as of the Effective Date, in each case without any duty of inquiry; provided, however, that in the event any of the Transferee Knowledge Parties are unavailable at the time these representations and warranties set forth in this Section 4.1 are restated at the close of escrow for the Transfer Parcels, Transferee may specifically identify different Transferee's Knowledge Parties, subject to the City's reasonable approval. Notwithstanding anything to the contrary contained herein, none of the Transferee Knowledge Parties shall be personally liable for any inaccuracy or breach by Transferee of the representations and warranties contained in Section 4.1 or elsewhere in this Assignment. 4.2. Transferee Covenants Regarding Representations and Warranties. Transferee shall promptly advise the City in writing if any of the Transferee Knowledge Parties becomes aware (without any duty of inquiry) that any representation or warranty made by Transferee in Section 4.1 is or becomes untrue in any material respect prior to the close of escrow of the Assigned Property covered by this Assignment. 4.3. Transferee Knowledge Parties.. For purposes of the DDA, the "SchoolsFirst Knowledge Parties" of Transferee (also referred to in this Assignment as the "Transferee Knowledge Parties") are , , and {insert names discretion} of employees, officers, etc. of Transferee acceptable to the City in its sole 5. No Waiver or Modification. Nothing contained in this Assignment shall modify in any way any provisions of the Property Documents or the Entitlements. 6. Additional Documents. Transferor and Transferee shall each execute and deliver to the other party, upon demand, such further documents, instruments and conveyances, and shall take such further actions as are necessary or desirable to effectuate the intent and purposes of this Assignment. In addition to the foregoing, Transferor shall reasonably cooperate with Transferee, at the expense of Transferee, to allow Transferee to submit and process any warranty claim under any warranty in which Transferee obtained an interest as part of the Assigned Interests. 7. City Costs. Without limiting the generality of the foregoing, Transferee specifically agrees to pay all costs and expenses incurred by the City in connection with the Transfer, including the costs of reviewing the documents relating to the Transfer, Transferee or Transferor and preparing, negotiating and reviewing all documents that effectuate or relate to the Transfer. Such costs and expenses shall include, without limitation, City staff costs as well as fees and costs incurred by the City for attorneys and other professionals and agents. 8. Miscellaneous. 8.1. Modification. No amendment, change, modification or supplement to this Assignment shall be valid and binding on Transferor or Transferee unless it is represented in Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL 12 Federal Credit Union writing and signed by both Transferor and Transferee. [[To be inserted unless Transfer is to a SchoolsFirst Affiliate pursuant to Section 2.2.2(6) of the DDA:] No amendment, change, modification or supplement to this Assignment shall be deemed to be part of the consent or deemed to be consented to by the City, unless the City executes a separate written consent to such amendment, change, modification or supplement.] 8.2. Applicable Law. This Assignment shall be governed by, interpreted under, construed and enforced in accordance with the laws of the State of California, irrespective of California's choice -of -law principles. 8.3. Binding Effect. This Assignment and the terms, provisions, promises, covenants and conditions hereof shall be binding upon and inure to the benefit of Transferor and Transferee and their respective heirs, legal representatives, successors and assigns. 8.4. Counterparts. This Assignment may be executed in two or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts. shall, together, constitute and shall be one and the same instrument. This Assignment shall not be effective until the execution and delivery by Transferor and Transferee of at least one set of counterparts [[to be inserted only in connection with a Transfer that is not a Permitted Transfer.] (together with an executed counterpart of the City's consent attached to this Assignment).] A counterpart of this Assignment that is executed and delivered electronically (by facsimile machine or email) shall not be effective unless an ink -signed original executed copy of the signature page of this Assignment is also promptly delivered to the other party, and such ink - signed original executed page is actually received by the other party. Transferor and Transferee hereby authorize each other to detach and combine original signature pages and notarial acknowledgements and consolidate them into a single identical original. Any one of such completely executed counterparts shall be sufficient proof of this Assignment as a duly and. validly executed agreement. 8.5. City as Third -Party Beneficiary. Transferor and Transferee hereby acknowledge and agree that until the Certificate of Compliance is recorded in the Oficial Records, the City shall be an intended third -party beneficiary under this Assignment and the City shall have the right to enforce the terms and provisions of this Assignment applicable to the City. Other than the City, there shall be no third -party beneficiaries of this Assignment. Nothing contained in this Assignment shall modify in any way any other provisions of the Property Documents and/or the Entitlements. Transferee acknowledges that it is taking title to and is assuming the Assigned Interests and [in the. event of any Close of Escrow therefor pursuant to the DDA, shall take title to] the Development Parcels, subject to, among other things, the rights of the City and SchoolsFirst as described in the Property Documents. 8.6. Additional Documents. Transferor and Transferee shall each execute and deliver to the other party, upon demand, such further documents, instruments and conveyances, and shall take such further actions as are reasonably necessary or desirable to effectuate the intent and purposes of this Assignment. Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Aft 12 - 5-13-19 FINAL 13 Federal Credit Union 8.7. [[To be inserted only in connection with a Transfer to a Party other than SchoolsFirst; any Transferee subject to a Permitted Transfer may provide separate notice to the City of any change in address for notice purposes.) Notices. From and after the .Amendment Effective Date, all notices that the City delivers to "SchoolsFirst" under the Property Documents and/or the Entitlements with respect to the Transfer Parcel, and pursuant to Section 16.6 of the DDA, shall be delivered to Transferee only at the following addresses: Transferee: [ entity__] with a copy to: [legal counsel] [signatures on next page} Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL 14 Federal Credit Union Transferor and Transferee each has caused this Assignment to be duly executed by its duly authorized officer as of the Assignment Effective Date. Dated: Dated: "TRANSFEROR" [_entity_], By:_ Name: Title: "TRANSFEREE" [_entity ], By:_ Name: Title: {City consent on next page} Tustin - SchoolsFirst - Form of Assignment Attacment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL S-1 Federal Credit Union %THE FOLLOWING ACKNOWLEDGEMENT IS TO BE INSERTED IN CONNECTION WITHALL TRANSFERS OTHER THAN TO SCHOOLSFIRST AFFILIATES] ACKNOWLEDGMENT AND CONSENT BY CITY OF TUSTIN By executing in the space set forth below, the City of Tustin hereby: (a) Acknowledges receipt of the Assignment and Assumption Agreement (the "Assignment") to which this Acknowledgment and Consent by City of Tustin (this "Consent") is attached; (b) Consents to the making of the Assignment between Original DDA Party and Transferee, subject to the terms and conditions set forth in the Assignment; (c) This Consent by the City constitutes the consent required pursuant to Section 2 of the DDA and constitutes satisfaction of Transferor's obligation to obtain the City's consent pursuant to Section 2.2 of the DDA; (d) Agrees that [insert name of Transferee], a (the assignee in the Assignment) shall be deemed by the City to be "SchoolsFirst" under the DDA with respect to the Transfer Parcel, from and after the Assignment Effective Date; (e) Confirms that [[applies only if there is a release of Transferor and not in the case of a Merger.) Transferor shall be released from any of its obligations under the Property Documents related to the Transfer Parcel arising from and after the Assignment Effective Date; provided, however, that] notwithstanding the assignment by Transferor and the assumption by Transferee in this Assignment, Transferor is not released from, and remains fully liable for all obligations and liabilities with respect to: (i) matters or circumstances (including any payment obligations) which relate to or arose during the period that Transferor was "SchoolsFirst" under the DDA and for the Additional Liability Period, as applicable; (ii) the releases set forth in Section 4.5.2 of the DDA or in any of the other Property Documents, (iii) the indemnities set forth in Sections 4.5.3, 4.6.2, 4.6.9, 5.5, 6.1, 8.10, 8.11, 8.12, 10.1, 10.2, 11.1 and 16.12 of the DDA and indemnities in any of the other Property Documents for matters accruing during the period that Transferor was a Party to the DDA; and (iv) any of Transferor's obligations under the Property Documents to the extent that the same arise prior to the Assignment Effective Date or subsequently if arising due to the acts or omissions of Transferor and/or any SchoolsFirst Affiliate or SchoolsFirst Representative; (fi [[Applies only if one of the following is applicable.] Notwithstanding the assignment by Transferor and the assumption by Transferee in this Assignment, Transferor is not released from, and remains fully liable for all obligations and liabilities] [[Applies only if there is Property retained by Transferor.] from, and under the Property Documents which relate to any other portion of the Transferor Parcels, the Property or the Project that is not subject to the foregoing Transfer. Event and as to which Transferor has not been theretofore released in accordance with the Property Documents]; and Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL 1 Federal Credit Union (i) [{(i) and (ii) Apply only if Transfer is a to a SchoolsFirst Affiliate and is permitted pursuant to Section 2.2.2(h) or if there is No Release.) that have Accrued prior to the Assignment Effective Date under the Property Documents and the Entitlements including, without limitation, pursuant to any indemnity given by Transferor under the Property Documents and/or the Entitlements, and (ii) in addition to all of the obligations of Transferee under the Property Documents, Transferor remains jointly and severally liable with Transferee for all the obligations under the Property .Documents relating to the Transfer Parcel, including, without limitation, for the following: (i) construction of the Improvements, (ii) payment of the Project Fair Share Contribution, and (iii) performance of Transferor's maintenance obligation and all release and indemnity obligations of Transferor set forth in the Property Documents with respect to the Transfer Parcel.,) (g) Acknowledges the new addresses for notices for Transferee set forth in the Assignment and agrees that such new addresses shall be the effective notice addresses for the Transferor from and after the Assignment Effective Date under the Property Documents and the Entitlements. [signatures on next page} Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Aft 12 - 5-13-19 FINAL 2 Federal Credit Union This Consent by the City to the Assignment shall not constitute evidence of compliance with or satisfaction of any obligation of Transferor under any of the Property Documents, or any other agreement between Transferor and the City, except for the obligation of Transferor to obtain the City's consent to any Transfer. CITY OF TUSTIN: Dated: By: ATTEST: By: Erica N. Yasuda City Clerk APPROVED AS TO FORM By: David E. Kendig City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City By: Amy E. Freilich Matthew S. West City Manager {signatures continued on next page} Tustin - SchoolsFirst - Form of Assignment Attachment 12 Agreement - Att 12 - 5-13-19 FINAL S-1 City of Tustin / SchoolsFirst Federal Credit Union ACKNOWLEDGED AND AGREED: TRANSFEROR [_entity ], Name: Title: Tustin - SchoolsFirst - Form of Assignment Attachment 12 Agreement - Att 12 - 5-13-19 FINAL S-2 City of Tustin / SchoolsFirst Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On Date personally appeared before me, (Insert Name and Title of the Officer) Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Tustin - SchoolsFirst - Form of Assignment Agreement - Att 12 - 5-13-19 FINAL Signature: Signature of Notary Public Attachment 12 City of Tustin / SchoolsFirst S-2 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, Date personally appeared (Insert Name and Title of the Officer) Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of Assignment Attachment 12 City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL S-2 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, Date (Insert Name and Title of the Officer) personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Tustin - SchoolsFirst - Fonn of Assignment Agreement - Att 12 - 5-13-19 FINAL Signature: Signature of Notary Public Attachment 12 City of Tustin / SchoolsFirst S-2 Federal Credit Union EXHIBIT A-1 LEGAL DESCRIPTION OF CITY PROPERTY [Attached] Tustin - SchoolsFirst - Form of Assignment Exhibit A-1 to City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL Attachment 12 Federal Credit Union BECiJG ALL Off _PARCEL 6, OF PAR GrL 'MAP, N04.J2.01.0-12-71- IN THE CITY OF TUSTIN, COUNTY ON THE M 7 - OF RANGE, STATS �OF ftA, SHOWN E �,A.� FILED' IN :,BOOK 31 1,:I?Ad�_ - "5 C s 2 THR60""HI 9, INCLUSIVE OF PA MAPS, R D'S OF THE , U kt RbER OF SAID O_ AND`, OF THE '0. �'D DEL EASEMENT ABANDONED, WD, T LfHEk 01 H A 'P.O'k_TION . .. . ..... H_ W AVENUE PERI 0 UTION -6 0 b; Y THE CITY p , E - S NO. I �-�i R'EC R ED, DECEMBER. 11 2017 - ; As, 1NSTRUMEN LA OF TU NO. '2-01,7;1 P96 7..-.0 W OFFICIAL RE O. ALL 0 PARTI Rv Opp"P A .,5 FbL ows: �,)A(P ]L,.VKVL BEING SAID EASTERLY LINE :OF NEWPORT AVENUE, A 8, AL LINE. - _�A 1 0 _'OUTH,w0,ARS T SAID: POINT BEADS, S 0'57" EAST; THENCE NORTRERLY ALONG SAID UWE AN A ANGLE 14010,41 THENCE N, "48'22"' DISTANCE 'QF` .374.22 FEET THROVGH, A �(,fN,TRAL 09 EAST 159A2 FEET TO THE 'POINT 'OF 5LOINNING.. CONTAINS: 7 - - 1 M. I 7#1117T - , F! .0 ACRES & CML. ENGNE-RS -LAND SURVEYORS 4LANNERS 2.515.2VURB ROAD, S_ UITS 8 - IRVINE, CA 92614w6236 MATES __66' - i�Xi_ - k 666� no a. 18 1 OF 2 Agreement - Att 12 - 5-13-19 FINAL Attachment 12 Federal Credit Union 0 JJ_yy � $ .s (( P'4� Ab'rl Yl�. �.°7a.. CURVE 1AEiUS -I ENTW. '. ryryDL7A C. Q�:°45'2'"' S42' 1( 32" C3 14°i U'.4.1"13D'7.-22 A JJ_yy � $ .s (( P'4� Ab'rl Yl�. �.°7a.. AZ Y 6 0, o k X T. . F. RAILROAD ALiN �v1�111vF1;Is - rrArrzu1to1r. PiANN>aRS IAT S cCC 2 W , 1NF, A; 9261 -Is (940.) 60!110FAX, G66®0418 SHEET 2 OF 2, Tustin - SchoolsFirst - Form of Assignment Exhibit A.-1 to City of Tustin / SchoolsFirst Agreement - Aft 12 - 5-13-19 FINAL Attachment 12 Federal Credit Union EXHIBIT A-2 LEGAL DESCRIPTION OF DEVELOPMENT PARCELS [Attached] Tustin - SchoolsFirst - Form of Assignment Exhibit A-2 to City of Tustin / SchoolsFirst Agreement - Att 12 - 5-13-19 FINAL Attachment 12 Federal Credit Union HEADQUARTERS PARCEL: BEING ALL OF PARCEL 6, OF PARCEL MAP NO. 2010-127, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 371, PAGES 25 THROUGH 29 INCLUSIVE, OF PARCEL MAPS, RECORDS OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH PORTIONS OF PARCELS 1 AND 2 OF LOT LINE ADJUSTMENT NO. 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT NO. 2014000307038, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF PARCEL 3 OF LOT LINE ADJUSTMENT NO. 90-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED AUGUST 31, 1990 AS INSTRUMENT NO. 90-466900, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF THE "OLD" DEL AMO AVENUE EASEMENT ABANDONED AND VACATED BY THE CITY OF TUSTIN PER RESOLUTION N0, 17-20, RECORDED DECEMBER 11, 2017 AS INSTRUMENT NO. 2017000530760, OF OFFICIAL RECORDS, ALL MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 6, SAID POINT ALSO BEING ON THE EASTERLY LINE OF NEWPORT AVENUE AND THE SOUTHERLY LINE OF DEL AMO AVENUE AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 6, NORTH 52025'08" EAST 36.61 FEET TO THE BEGINNING OF A NON—TANGNET CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 620.72 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 06°47'40" WEST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 318.85 FEET THROUGH A CENTRAL ANGLE OF 29025'55' TO THE BEGINNING OF A NON—TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 542.42 FEET, A RADIAL LINE TO SAID POINT SOUTH 21°28'27" EAST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 32.52 FEET THROUGH A CENTRAL ANGLE OF 03026'07"; THENCE SOUTH 24054'35" EAST 46.55 FEET; THENCE SOUTH 50°11'11" EAST 84.43 FEET; THENCE SOUTH 39048'49" WEST 156.13 FEET; THENCE SOUTH 50011'11" EAST 10.67 FEET; THENCE SOUTH 39048'49" WEST 321.58 FEET; THENCE NORTH 50°11'11" WEST 10.67 FEET; THENCE SOUTH 39°48'49" WEST 260.36 FEET; THENCE NORTH 65°29'30" WEST 137.29 FEET TO A POINT ON A NON—TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1512.30 FEET, SAID CURVE BEING SAID EASTERLY LINE OF NEWPORT AVENUE, A RADIAL LINE TO SAID POINT BEARS SOUTH 65°26'31" EAST; THENCE NORTHERLY ALONG SAID CURVE AN ARC DISTANCE OF 389.38 FEET THROUGH A CENTRAL ANGLE OF 14045'07"; THENCE NORTH 09048'22" EAST 159.02 FEET TO THE POINT OF BEGINNING. CONTAINS: 184,283 SQ. FT. — 4.230 ACRES PARKING PARCEL: BEING A PORTION OF PARCEL 2 OF LOT LINE ADJUSTMENT NO. 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT NO. 2014000307038, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING A POINT ON THE EASTERLY LINE OF SAID PARCEL 2, SAID POINT 25.74 FEET FROM THE SOUTHEASTERLY CORNER OF SAID PARCEL 2; THENCE FEET; THENCE NORTH 39°48'49" EAST 52.21 FEET; THENCE SOUTH 50°11'11" NORTH 39048'49" EAST 321.58 FEET; THENCE NORTH 50°11'11" WEST 10.67 EAST 52.21 FEET; THENCE SOUTH 50°11'11" EAST 250.67 FEET TO A POINT PARCEL 2; THENCE SOUTHERLY ALONG SAID EASTERLY LINE, SOUTH 39048'49' POINT OF BEGINNING. CONTAINS: 103,365 SQ. FT. — 2.373 ACRES ALDEN & SSOCIATES - norm BEING NORTH 39048'49" EAST NORTH 50011'11" WEST 250.67 EAST 10.67 FEET; THENCE FEET; THENCE NORTH 39048'49" ON SAID EASTERLY LINE OF SAID WEST 426.00 FEET TO THE CIVIL ENGINEERS - LAND SURVEYORS - PLANNER: 2552 WHITE ROAD, SUITE B • IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 SHEET 1 OF 2 Agreement - Att 12 - 5-13-19 FINAL Attachment 12 Federal Credit Union CURVE TABLE CURVE DELTA RADIUS LENGTH C1 14045'07' 1512.30' 389.37' C2 29025'55" 620.72' 318.85' C3 1 03°26'07" 1 542.42 32.52' 150 75 0 150 SCALE IN FEET 1 INCH = 150 FEET �' / 00 �O " . / S 0?� PAJJB 37-J/25-2 V ACAT rD) OLD DSL A1\JIJ —AVP -]\]U HEADQUARTERS PARCEL p —) — — —18$3 W. FT` l 4.230 ACRES L8 i 208.15' Yl� 1P, L7 y r r� N N PARKING PARCEL Ln 103,356 SQ. FT. o 2.373 ACRES 11L11 �. 0 ,Q19 IFN �4d I 1 J )3.92'1 i I "All A. T. & S. F. RAILROAD ALDEN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS SSOCIATES 2552 WHITE ROAD, SUITE B•IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 SHEET 2 OF 2 - 0t.+11VV161'11"31 - Agreement - Art 12 - 5-13-19 FINAL Attachment 12 Federal Credit Union LINE TABLE LINE BEARING DISTANCE L1 N 09048'22" E 159.02' L2 N 52025'08" E 36.61' L3 N 24054'35' W 46.55' L4 N 50011'11" W 84.43' L5 L6 L7 N N N 39048'49" 50011'11" 39048'49" E W E 156.13' 10.67' 321.58' L8 N 39048'49" E 260.36' L9 N 65029'30" W 137.29' L10 N 50011'11" W 250.67' L11 N 39049'30" E 426.00' L12 N 80042'32" W 116.69' S 0?� PAJJB 37-J/25-2 V ACAT rD) OLD DSL A1\JIJ —AVP -]\]U HEADQUARTERS PARCEL p —) — — —18$3 W. FT` l 4.230 ACRES L8 i 208.15' Yl� 1P, L7 y r r� N N PARKING PARCEL Ln 103,356 SQ. FT. o 2.373 ACRES 11L11 �. 0 ,Q19 IFN �4d I 1 J )3.92'1 i I "All A. T. & S. F. RAILROAD ALDEN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS SSOCIATES 2552 WHITE ROAD, SUITE B•IRVINE, CA 92614-6236 (949) 660-0110 FAX: 660-0418 SHEET 2 OF 2 - 0t.+11VV161'11"31 - Agreement - Art 12 - 5-13-19 FINAL Attachment 12 Federal Credit Union ATTACHMENT 13 PROHIBITED USE LIST 1. Manufacturing and physical assembly (except for limited prototype and similar construction and assembly and/or "clean room" space ancillary to a principal use that is not a prohibited use), and warehousing uses (except for warehousing that uses no more than 5% of the space at the Development Parcels then leased or owned by the relevant user); 2. Server farms as a principal use (provided that server rooms to accommodate a principal use that is not a prohibited use are allowed); 3. Any coin operated laundry; 4. Any discount retailers; 5. Any dry cleaning plant; provided, however, that this restriction shall not apply to either (a) a drop off/pick up only type of facility or (b) an operation using a Liquid CO2 System, a Wet -Dry System or a D5 System or other equal or better environmentally sound process, so long as the operator thereof: (i) uses best management practices intended to avoid Release of Hazardous Materials; (ii) identifies and addresses leaks; (iii) controls emissions of any of these products; and (iv) performs all dry cleaning activities in compliance with all applicable laws, rules, ordinances and regulations (federal, state or local); 6. Any dance hall, night club or billiard parlor, unless operated in conjunction with a restaurant or other food establishment; 7. Any entertainment, pinball, video, or similar arcade, except as incidental to a permitted retail use; 8. Any funeral home or mortuary; 9. Any flea market, except farmers markets and community or charitable events; 10. Any facility for the sale or display of pornographic material (e.g., video or book store selling, renting, or exhibiting primarily material of .a pornographic or "adult" nature), except establishments that are not perceived to be, nor hold themselves out as "adult" book stores (e.g., drug stores, grocery stores, newsstands or kiosks, coffee shops or first class book retailers), but which may incidentally sell books, magazines or other periodicals that may contain pornographic materials; 11. Any gambling facility or operation, including, but not limited to, off-track or sports betting parlor, table games such as black jack or poker, slot machines, video poker/black- jack/keno machines or similar devices, or bingo parlor (this prohibition shall not be applicable to government sponsored gambling activities—e.g., state lottery—or charitable Tustin — SchoolsFirst — Prohibited Use Attachment 13 City of Tustin / SchoolsFirst List — Att 13 — 5-28-19 FINAL 1 Federal Credit Union gambling activities, so long as such activities are incidental to the business operation being conducted by the permitted occupant or tenant); 12. Any gun shop, except as an incidental part of a sporting goods or outdoor retail stores.; 13. Firearm shooting range; 14. Any store selling paraphernalia used for the consumption of cannabis, tobacco, legal highs, legal party powders and herbs; 15. Any store selling paraphernalia for illegal drugs; 16. Any massage parlor (except for bona fide therapeutic massage, chiropractic care, sports therapy, a beauty salon/day spa and other bona fide massage services in connection with a permitted health club use), adult entertainment restaurant, bar or club (e.g., topless club or "strip joint"); 17. Any retail store other than a credit union branch or bank branch; 18. Any bail bond or pawn shop; 19. Any medical office use (e.g., doctors, dentists, hospitals, urgent care clinics, or rehabilitation facilities) except to the extent any on site employee benefits program exists. 20. Any residential uses. Tustin — SchoolsFirst — Prohibited Use Attachment 13 City of Tustin / SchoolsFirst List — Aft 13 — 5-28-19 FINAL 2 Federal Credit Union ATTACHMENT 14 FORM OF GUARANTY This GUARANTY ("Guaranty") is made as of the day of , 20_ (the "Effective Date"), by , a ("Guarantor"), in favor of the CITY OF TUSTIN, a public body, corporate and politic ("City"). RECITALS A. The City and SchoolsFirst, a federally chartered credit union ("SchoolsFirst") entered into (a) that certain Disposition and Development Agreement dated _, 20_ (including all Attachments thereto, which as may be amended, updated or modified from time to time are referred to collectively as "DDA") and (b) that certain Development Agreement, recorded in the Official Records on , 20 as Instrument No. ("DA"). SchoolsFirst has assigned to ("Developer") and Developer has assumed all of right, title, interest and obligations of SchoolsFirst in and to the DDA and the DA pursuant to that certain Assignment and Assumption Agreement) by and between SchoolsFirst and Developer [[to be inserted unless Transfer is to a SchoolsFirst Affiliate pursuant to Section 2.2.2(b) of the DDA.], and consented to by the City,J dated , 20_. Initially capitalized terms used and not defined herein shall have the meanings set forth in the DDA. B. Concurrently with execution of this Guaranty, Developer is acquiring the City Property under the DDA. Under the terms of the DDA, Developer will be required to perform certain design work and construct the Improvements on the Development Parcels. C. Guarantor [directly or indirectly owns 100% of Developer (or describe other interest of Guarantor in Developer)J and thus has a substantial interest in Developer and will derive benefit from the acquisition of the City Property and the development and sale or lease of the Project. AGREEMENT For good and valuable consideration, the receipt and. adequacy of which are hereby acknowledged, and in order to induce City to convey the Development Parcels to Developer, City has required that the Guarantor execute and deliver this Guaranty to City. Each Guarantor hereby jointly and severally makes the guaranties, obligations, covenants and agreements set forth below in this Guaranty. Section 1. Guarantv. 1.1 Payment and Completion Obligations. The Guarantor absolutely and unconditionally guarantees all obligations of Developer under the DDA and Other Agreements, including, but not limited to, the items set forth in Section 1.1.1 and 1. 1.2 below. 1.1,1 Guarantor shall pay any and all costs, including all Development Costs, required and cause any and all work, to be performed as may be required to carry out and Complete each of the following elements of the Project if Developer shall fail to timely perform Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Aft 14 - 5-13-19 FINAL 1 Federal Credit Union its obligations under the DDA, all as required by and in accordance with, the terms of the DDA (collectively, the "Completion Obligations"): (a) Design, construction and development of the required Improvements, including, for avoidance of doubt, Completion of the Improvements comprising the SchoolsFirst Headquarters Project as more particularly described in the DDA in accordance with all Governmental Requirements, Entitlements and the requirements of the DDA, including the Scope of Development attached thereto as Attachment 8. (b) The releases, indemnities and other obligations of Developer including to Sections 4.5.3, 4.6.9(b), 5.5, 6.1, 8.10, 8.11, 10.1, 10.2, 11.1 (including payment of all deductible amounts), 12.2 and 16.12 of the DDA; and 1,1.2 The guarantee of the Completion of the foregoing work and the performance of the foregoing obligations shall be an absolute obligation of Guarantor in the event that Developer fails to commence or Complete, in a lien -free condition (as required by the DDA), construction of the foregoing work within the time period set forth in the Schedule of Performance (subject to any extension permitted by the DDA for Force Majeure Delay.) The Guarantor also absolutely and unconditionally guarantees that Guarantor shall pay any and all costs required and cause any and all work to be performed as may be required to carry out the following obligations as required by and in accordance with the terms of the DDA and the Other Agreements if Developer shall fail to timely perform its obligations under the DDA and the Other Agreements (collectively, the "Payment Obligations" and collectively with the Completion Obligations, the "Payment and Completion Obligations"), including the following: (a) Payment of all of the costs and expenses incurred by the City arising in connection with the exercise by the City of any or all of its remedies under the DDA and the Other Agreements with respect to Developer to the extent payable by Developer pursuant to the terms of the DDA and the Other Agreements, the work covered by Section 1.1 hereof, the Development Parcels or any Improvements thereon. The foregoing shall specifically include any costs and expenses incurred by the City arising from its exercise of the Right of First Offer with respect to the Development Parcels as provided in Section 15.3 of the DDA and with respect to the obligations of Developer under Section 15.4 of the DDA. Without limiting the foregoing, such. amounts shall specifically include any amount paid by City to obtain the release of any and all Mortgages, as well as any amounts paid to obtain the release of any other liens that came into existence as a result of Developer's actions or inactions and any outstanding taxes and assessments; but shall exclude the amounts paid by the City to acquire the Offer Property pursuant to the Right of First Offer; provided that the City shall be entitled to retain the Offer Property so acquired in its entirety, notwithstanding any contribution or payment made by Developer, or by Guarantor pursuant to this Guaranty. Guarantor acknowledges and agrees that the foregoing obligation of Guarantor to pay costs and expenses incurred by the City arising from its exercise of its rights under Sections 16.3 and 16.4 of the DDA shall continue; and (b) Payment of all of the Development Costs incurred to cause the timely Completion of the work referred to in this Section 1.1.2, such that the Development Parcels shall be in a lien -free condition as required by the DDA. Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Att 14 - 5-13-19 FINAL 2 Federal Credit Union 1.2 Payment of Enforcement Costs. In addition to its obligations in Section 1.1, the Guarantor agrees to pay all costs and expenses incurred by City, including reasonable attorneys' fees and costs, court costs and all other litigation expenses (including reasonable expert witness fees, costs of depositions and other discovery, travel expenses, exhibit preparation, and courier, postage, communication and document copying expenses), in enforcing this Guaranty (the "Enforcement Payment Obligation"). The provisions of this Section 1.2 shall survive the termination of this Guaranty. 1.3 Performance of Work. The work required for Guarantor to satisfy its Payment and Completion Obligations: (a) shall be performed in accordance with the Scope of Development and within the time periods set forth in the Schedule of Performance all as and to the extent set forth in the DDA; provided, however, that if the time periods set forth in the Schedule of Performance have expired, the City and Guarantor shall meet and confer in good faith to revise the Schedule of Performance as reasonably necessary to provide adequate time to Guarantor to satisfy its obligations hereunder; (b) shall be performed in accordance with the other requirements for construction of the Project set forth in the DDA; and (c) shall be diligently pursued by the Guarantor to Completion of the Project and issuance of a Certificate of Compliance for the Development Parcels. 1.4 Guaranteed Obligations. "Guaranteed Obligations" means the Payment and Completion Obligations and the Enforcement Payment Obligation. Section 2. Performance of Payment and Completion Obligations upon Default by Developer. 2.1 Default by Develo er. If Developer is in Material Default under the DDA or the Other Agreements with respect to any of the Guaranteed Obligations, then City may, but shall not be obligated to, deliver written notice to the Guarantor (a "Guaranty Notice"), that is designed to provide notice to Guarantor of such default. The Guarantor, promptly after receipt of the Guaranty Notice shall perform its Payment and Completion Obligations and the Enforcement Payment Obligation, provided that the Guarantor does not need to commence any such performance obligations until receipt of a Guaranty Notice. The Guarantor will take whatever actions may be necessary to perform the Guaranteed Obligations, including the following: (a) Diligently and. expeditiously proceed to ensure the Completion of the Project at the Guarantor's sole cost and expense, at the times (subject to Section 1.3 hereof) set forth in the DDA and subject to the other terms and conditions set forth in the DDA; (b) To the extent unpaid, fully pay and discharge all Development Costs incurred or required to be incurred in connection with the Completion of the Project; and (c) Pay any amounts necessary to release and discharge any mechanics', material providers' or other liens that may exist or come into existence in connection with the Development Parcels or the Completion of the Improvements on the Development Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Aft 14 - 5-13-19 FINAL 3 Federal Credit Union Parcels, or in the alternative contest the same subject to the terms and conditions set forth in the DDA. 2.2 Difficulty or Expense of Completion of the Project Does Not Excuse Guarantor or Guaranty. Guarantor's obligations under this Guaranty will remain in full force and effect until the Guaranteed Obligations are fully and finally performed, regardless of whether the Guarantor or any other Person determines that Completion of the Project is difficult, more expensive than originally intended, or involves "Unanticipated Expense or Delay" (defined below). "Unanticipated Expense or Delay" includes any event or circumstance that would make the Completion of the Project more costly or would delay the Completion of the Project, such events and circumstances specifically including the following matters: (a) a casualty that affects the Development Parcels or any Improvements that may have been constructed; (b) the discovery of unanticipated soils conditions or Hazardous Materials in, on, or under the Development Parcels; (c) Governmental Requirements or court orders applicable to the Project; (d) any lack of debt or equity financing for Development Costs; (e) any change in market conditions and (f) other events or circumstances beyond the control of Developer or the Guarantor relating to the Project other than the City's non-performance of its obligations under the DDA[[Insert if the Guarantor is SchoolsFirst Federal Credit Union only.], but the definition of Unanticipated Expense or Delay shall exclude events or circumstances defined as Force Majeure Delay in the DDA for which, under the circumstances, Developer would be granted an extension for Completion of the Project under the terms of the DDA]. 2.3 No Discharge until Completion. It is the intent of the Guarantor and City that the obligations and liabilities of the Guarantor hereunder are absolute, irrevocable and unconditional under any and all circumstances and that until the Guaranteed Obligations are fully and finally performed, the obligations and liabilities of Guarantor hereunder shall not be discharged or released, in whole or in part, by any act or occurrence that might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of a guarantor. The Guaranteed Obligations shall be deemed to be fully and finally performed for purposes of this Guaranty and this Guaranty shall terminate on the date on which the Certificate of Compliance is recorded by the City. Section 3. Absolute, Irrevocable and Unconditional Guaranty. 3.1 Irrevocable Guaranty. This Guaranty is an absolute, irrevocable and unconditional guaranty of performance. To the extent permitted by applicable law, this Guaranty shall be effective as a waiver of, and each Guarantor hereby expressly waives, any right to which the Guarantor may otherwise have been entitled, whether now existing under statute, at law or in equity, or arising under any statute enacted after the date hereof or arising under any doctrine of law or equity promulgated after the date hereof to require City to take prior recourse or proceedings against any collateral, security or Person. It shall not be necessary for City, in order to enforce such payment or performance by the Guarantor, first to institute suit or pursue or exhaust any rights or remedies against Developer or any other Person liable on such indebtedness or for such performance, or to enforce any rights against any security given to secure such indebtedness or performance, or to join Developer or any other Person liable for the performance of the Guaranteed Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Aft 14 - 5-13-19 FINAL 4 Federal Credit Union Obligations or any part thereof in any action to enforce this Guaranty, or to resort to any other means of obtaining performance of the Guaranteed Obligations. 3.2 Demand Against the Guarantor. City may bring suit or make a demand against Developer or against Guarantor or any other parties who have signed this Guaranty or any other guaranty covering all or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of City against Guarantor. 3.3 Independent Guaranty. The obligations of the Guarantor under this Guaranty are independent of and in addition to the obligations and liabilities of Developer under the DDA and under the Other Agreements. This Guaranty is independent of (and shall not be limited by) any other guaranty now existing or hereafter given by Guarantor, or any other Person under or in connection with the Property, the Improvements, the DDA or the Other Agreements. The liability of the Guarantor under this Guaranty is in addition to any and all other liability the Guarantor may have in any other capacity with respect to Developer, including, if applicable, any direct or indirect ownership or control of any debt and/or equity securities of Developer or any Controlling Person of the Developer. Section 4. Certain Agreements and Waivers by the Guarantor. 4.1 Waivers. Guarantor agrees that, except in the event of full performance of the Guaranteed Obligations or as otherwise provided in this Guaranty, (a) neither City's rights or remedies nor the Guarantor's obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, (b) to the extent permitted by applicable law, Guarantor waives any rights, claims or defenses arising from any such events, actions, facts, or circumstances, and (c) the liability of Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of. (a) any limitation on the liability of, or recourse against, any other Person, including City, in the DDA or any of the Other Agreements or arising under any law; (b) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration or that the obligations of the Guarantor hereunder exceed or are more burdensome than those of Developer under the DDA or the Other Agreements; (c) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (d) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, or any impairment of either Guarantor's recourse against any Person or collateral; Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Att 14 - 5-13-19 FINAL 5 Federal Credit Union (e) whether express or by operation of law, any partial release of the liability of Guarantor hereunder (except to the extent expressly so released by City with respect to this Guaranty) or any complete or partial release of Developer or any other Person liable, directly or indirectly, for the performance of any or all of the Guaranteed Obligations; (f) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Developer or any other Person at any time liable for the performance of any or all of the Guaranteed. Obligations; (g) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of either Guarantor or its respective successors or assigns; (h) either with or without notice to or consent of Guarantor, any renewal, extension, modification, supplement, subordination or rearrangement of the terms of any or all of the Guaranteed Obligations and/or the DDA or any of the Other Agreements or any other agreements that may have been executed by Developer, City or any third party affecting the obligations of Developer or City under the DDA, or performance (including changes with respect to the construction of the Improvements) or any other terms thereof, or any waiver, termination, or release of, or consent to departure from, any of the DDA, the Other Agreements, any other agreements that may have been executed by Developer, City or any third party affecting the obligations of Developer or City under the DDA, the Other Agreements or any other guaranty of any or all of the Guaranteed Obligations, or any adjustment, indulgence, forbearance, or compromise that may be granted from time to time by City to Developer or to any other Person at any time liable for the performance of any or all of the Guaranteed Obligations; (i) any neglect, lack of diligence, delay, omission, failure, or refusal of City to take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action to foreclose (or in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting), or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; 0) any failure of City to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the DDA or any of the Other Agreements or any of the Guaranteed Obligations or any part thereof, or of any release of or change in any security, or of the occurrence or existence of any Material Default, or of any other action taken or refrained from being taken by City against Developer or any security or other recourse, or of any new agreement between City and Developer, it being understood that except as expressly set forth in this Guaranty, City shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Att 14 - 5-13-19 FINAL 6 Federal Credit Union the Guaranteed Obligations, any and all rights to other notice Guarantor may have otherwise had being hereby waived by the Guarantor, and except for notices(s) expressly required to be delivered to Guarantor under this Guaranty, Guarantor shall be responsible for obtaining for itself information regarding Developer and any collateral, including any changes in the business or financial condition of Developer or any collateral, and Guarantor acknowledges and agrees that City shall have no duty to notify either Guarantor of any information which City may have concerning Developer or any collateral; (k) the existence of any claim, counterclaim, set-off or other right that either Guarantor may at any time have against Developer, or any other Person, whether or not arising in connection with this Guaranty, the DDA, or any Other Agreements; (1) the unenforceability of all or any part of the Guaranteed Obligations against Developer, whether because the Guaranteed Obligations exceed the amount permitted by law or violate any usury or other law (subject to the provisions of Section 12 below), or because the Persons creating the Guaranteed Obligations acted in excess of their authority, or because of a lack of validity or enforceability of or defect or deficiency in the DDA or the Other Agreements, or because Developer has any valid defense, claim or offset with respect thereto, or because Developer's obligation ceases to exist by operation of law, or because of any other reason or circumstance, it being agreed that Guarantor shall remain liable hereon regardless of whether Developer or any other Person be found not liable on the Guaranteed Obligations, or any part thereof, for any reason (and regardless of any joinder of Developer or any other Person in any action to obtain payment or performance of any or all of the Guaranteed Obligations); (m) any order, ruling or plan of reorganization emanating from proceedings under Title 11 of the United States Code with respect to Developer or any other Person, including any extension, reduction, composition, or other alteration of the Guaranteed Obligations, whether or not consented to by City, or any action taken or omitted by City in any such proceedings, including any election to have City's claim allowed as being secured, partially secured or unsecured, any extension of credit by City in any such proceedings or the taking and holding by City of any security for any such extension of credit; (n) any other condition, event, omission, action that would in the absence of the provisions of this Section 4 result in the release or discharge of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or any other agreement; (o) except as provided in this Guaranty, any notice to either Guarantor of the existence of or the extending to Developer of any grace or cure period for the performance of any of the Guaranteed Obligations or any failure to provide notice thereof; (p) any defense of waiver, release, discharge in res judicata, statute of frauds, fraud, or ultra vires acts that may be available to Developer in respect of the DDA or any of the Other Agreements; (q) to the fullest extent permitted by law: (A) any defense arising as a result of City's election, in any proceeding instituted under the Bankruptcy Code, of Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Att 14 - 5-13-19 FINAL 7 Federal Credit Union the application of Section I111(b)(2)' of the Bankruptcy Code; and (B) without limiting the generality of any other provision hereof, all rights and benefits that might otherwise be available to either Guarantor under California Civil Code Sections 2787 through 2855, inclusive, including without limitation any rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to the Guarantor by reason of such provisions of the California Civil Code; (r) the benefit of any statute of limitations affecting the liability of Developer under the DDA or any of the Other Agreements; (s) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Developer in respect of the Guaranteed Obligations or Guarantor in respect of this Guaranty; and/or (t) any early termination of any of the Guaranteed Obligations, except as expressly agreed to in writing by City, it being agreed that, among other things, that Guarantor shall be obligated to pay all costs and expenses incurred by the City in its exercise of its rights under Section 16.3 and Section 16.4 of the DDA. Notwithstanding Guarantor's foregoing waivers, Guarantor shall be entitled to credit against the Guaranteed. Obligations any of Developer's actual payment or performance of such obligations made to or for the benefit of the City, but without exoneration of either Guarantor in the event that the City accepts something other than prompt and full performance of any of the Guaranteed Obligations by Developer.. 4.2 Additional Waivers. 4.2.1 Without limiting any of the waivers contained in Section 4.1, to the extent permitted by applicable law, Guarantor waives all rights and defenses that the Guarantor may have because some or all of Developer's obligations may be, or may be deemed to be, secured by real property. This means, among other things: (a) The City may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Developer. (b) If the City forecloses on any real property collateral pledged by Developer: (i) the amount of the obligation owed to the City may be reduced only by the net price for which that collateral is sold at the foreclosure sale or proceedings, even if the collateral is worth more than the sale price and (ii) the City may collect from Guarantor even if the City, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from the Developer. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Developer's obligations may be, or may be deemed to be, secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Att 14 - 5-13-19 FINAL 8 Federal Credit Union 4.2.2 Without limiting any of the waivers contained in Section 4.1, Guarantor hereby waives any rights or defenses the Guarantor may have in respect of his or her obligations as a guarantor by reason of any election of remedies by the creditor. 4.2.3 Without limiting the generality of any other waiver or provision of this Guaranty, Guarantor waives any and all benefits or defenses under California Civil Code Sections 2899 and 3433, Chapter 2 of Title 14 of the California Civil Code and California Commercial Code Section 3605. 4.3 Preferences. In the event any payment by Developer or any other Person to City is held to constitute a preference, fraudulent transfer or other voidable payment under any bankruptcy, insolvency or similar law, or if for any other reason City is required to refund such payment or pay the amount thereof to any other Person, such payment by Developer or any other Person to City shall not constitute a release of Guarantor from any liability hereunder, and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by City of this Guaranty or of the Guarantor or the prior expiration of this Guaranty), as the case may be, with respect to, and this Guaranty shall apply to, any and all amounts so refunded by City or paid by City to another Person which amounts shall constitute part of the Guaranteed Obligations), and any interest paid by City and any attorneys' fees, costs and expenses paid or incurred by City in connection with any such event. 4.4 Defenses. Guarantor waives, to the fullest extent permitted by applicable law, all rights and defenses arising out of an election of remedies by City, including exercise by the City of its Right of First Offer, even though such election of remedies may have destroyed such Guarantor's rights of subrogation and reimbursement against Developer by operation of California Code of Civil Procedure Section 5804 or otherwise. 4.5 Anti -Deficiency Waivers. Guarantor waives, to the extent permitted by applicable law, (a) any defenses the Guarantor may have by reason of an election of remedies by City, and (b) any rights or defenses the Guarantor may have by reason of protection afforded to Developer with respect to the Guaranteed Obligations pursuant to the anti -deficiency or other laws of California limiting or discharging Developer's obligations, including California Code of Civil Procedure Sections 580x, 580b, 580d or 726. 4.6 Waiver of Notice of Acceptance. Guarantor waives notice of acceptance of this Guaranty. 4.7 No Limitation on Waivers. No provision or waiver in this Guaranty shall be construed as limiting the generality of any other provision or waiver contained in this Guaranty. All of the waivers contained herein are irrevocable and unconditional and are intentionally and freely made by the Guarantor. Section 5. Subordination. If, for any reason whatsoever, Developer is now or hereafter becomes indebted, directly or indirectly to Guarantor including, without limitation, by operation of California Civil Code Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Att 14 - 5-13-19 FINAL 9 Federal Credit Union Sections 2847 and 2848, or any successor statutes or similar law (any such indebtedness being referred to as the "Subordinated Debt"): (a) The Subordinated Debt and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of Developer securing the Subordinated Debt shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations, until the Guaranteed Obligations have been paid or performed in full; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any of the Subordinated Debt until the Guaranteed Obligations have been fully and finally performed; provided, however, that so long as no Material Default under the DDA or the Other Agreements shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such, (i) reasonable management fees or reasonable salary from Developer, and (ii) distributions from Developer in an amount equal to any income taxes imposed on such Guarantor which are attributable to Developer's income from the Property; (c) In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Developer as debtor, City shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian, dividends and payments that are payable upon any obligation of Developer to the Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally performed. If, notwithstanding the foregoing provisions, either Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 5, the Guarantor shall pay the same to City immediately, the Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for City and shall have absolutely no dominion over the same except to pay it immediately to City; and (d) Guarantor shall promptly upon request of City from time to time execute such documents and perform such acts as City may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 5, including execution and delivery of proofs of claim, further assignments and security agreements, and delivery to City of any promissory notes or other instruments evidencing indebtedness of Developer to the Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of Developer to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty. Section 6. Other Liability of the Guarantor or Developer. 6.1 Other Liability. If Guarantor is or becomes liable, by endorsement or otherwise, for any indebtedness owing by Developer to City other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the rights of City hereunder shall be cumulative of any and all other rights that City may have against the Guarantor. If Developer is or becomes obligated to City for any liabilities or indebtedness other than, or in excess of the Guaranteed Obligations, any payment received or recovery realized upon such other Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Att 14 - 5-13-19 FINAL 10 Federal Credit Union liabilities or indebtedness of Developer to City may be applied by City to such other liabilities or indebtedness. 6.2 Net Worth and Liquidity Covenants. (a) As of the Effective Date, Guarantor has, and during the term of this Guaranty shall maintain Liquid Assets in an amount equal to or greater than the Minimum Liquidity Standards (i.e., not less than Seventy -Five Million Dollars ($75,000,000)) as determined on the last day of each fiscal quarter of Guarantor. (b) City shall have a right to receive quarterly financial statements of Guarantor to assure that the Minimum Liquidity Standards are met and that no Guarantor Illiquidity Event has occurred. In the event of a Guarantor Illiquidity Event, within thirty (3 0) calendar days following the notice from City of a Guarantor Illiquidity Event, Guarantor shall supplement its Liquid Assets to meet the Minimum Liquidity Standards or Developer shall be required to provide the City with additional security satisfactory to the City by (A) providing the City with a Guaranty in the form and substance of the Guaranty, or otherwise acceptable to the City in its sole discretion, from a replacement or supplemental guarantor or guarantors acceptable to the City in its sole discretion, or (B) furnishing the City with another form of security such as a pledge of specified assets, letter of credit or completion bond, in each casein a manner meeting the requirements of the City in its reasonable discretion. Failure of Guarantor to provide such substitute security within the required time frame shall constitute a default by Guarantor under this Guaranty. (c) Within thirty (30) calendar days following the date of commencement of the Guarantor Illiquidity Event as specified in Section 6.2(b) above, unless Developer has provided alternative security as permitted by the DDA to the satisfaction of the City, Guarantor shall, for the benefit of the City supplement the security furnished by it in a manner meeting the requirements of Section 6.2(a) above or otherwise as agreed by the City in its reasonable discretion. Failure of Guarantor to provide substitution of security to the City within such one thirty (30) calendar day period. shall be a default under this Guaranty. Section 7. City Assigns; Disclosure of Information. This Guaranty is for the benefit of City and City's successors and assigns, and in the event of an assignment of the Guaranteed Obligations, or any part thereof, the rights and benefits hereunder, to the extent applicable to the Guaranteed Obligations so assigned, may be transferred with. such Guaranteed Obligations. Guarantor waives notice of any transfer or assignment of the Guaranteed Obligations or any part thereof. Section 8. Binding Effect; Successor and Assigns; Joint and Several. This Guaranty is binding not only on Guarantor, but also on the Guarantor's successors and. assigns. All obligations of Guarantor hereunder are joint and several obligations. Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Att 14 - 5-13-19 FINAL 11 Federal Credit Union Section 9. Governing Law. The validity, enforcement, and interpretation of this Guaranty, shall for all purposes be governed by and construed in accordance with the laws of the State of California (without regard to its conflicts of law principles) and applicable United States federal law, and is intended to be performed in accordance with, and only to the extent permitted by, such laws. Any disputes arising in connection with this Guaranty or in connection with or under any instrument, agreement or document provided for or contemplated by this Guaranty, including in connection with the execution of this Guaranty, the Guaranteed Obligations or any other matter arising under, related to or in connection with this Guaranty (including a determination of any and all issues in such dispute, whether of fact or of law) shall be tried and litigated exclusively in the Superior Court of the County of Orange, State of California, in any other appropriate court of that county, or in the United States District Court for the Central District of California. This choice of venue is intended to be mandatory and not permissive in nature, thereby precluding the possibility of litigation with respect to or arising out of this Guaranty in any jurisdiction other than that specified in this Section 9. Guarantor hereby waives any right that it may have to assert forum non conveniens or similar doctrine or to object to venire with respect to any proceeding brought in accordance with this Section 9, and stipulates that the State and federal courts located. in the County of Orange, State of California, shall have in personam jurisdiction and venue over it for the purpose of litigating any dispute, controversy or proceeding arising out of this Guaranty. Guarantor hereby authorizes and agrees to accept service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section 9 by means of registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Guaranty, or in the manner set forth below for notices. Any final judgment rendered against Guarantor in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law. Section 10. Invalidity of Certain Provisions. If any provision of this Guaranty or the application thereof to any Person or circumstance shall, for any reason and to any extent, be declared to be invalid or unenforceable, neither the remaining provisions of this Guaranty nor the application of such provision to any other Person or circumstance shall be affected thereby, and the remaining provisions of this Guaranty, or the applicability of such provision to other Persons or circumstances, as applicable, shall remain in effect and be enforceable to the maximum extent pennitted by applicable law. Section 11. Costs and Expenses of Enforcement. Guarantor agrees to pay to City within fifteen (15) calendar days after written demand all costs and expenses incurred by City in seeking to enforce City's rights and remedies under this Guaranty, including court costs, costs of alternative dispute resolution and reasonable attorneys' fees, whether or not suit is filed or other proceedings are initiated hereon. All such costs and expenses incurred by City shall constitute a portion of the Guaranteed Obligations hereunder, shall be subject to the provisions hereof with respect to the Guaranteed Obligations and shall be payable by the Guarantor within fifteen (15) calendar days after written demand by City. In the event of any suit or proceeding to adjudicate or resolve any dispute in connection with this Guaranty, the Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Aft 14 - 5-13-19 FINAL 12 Federal Credit Union prevailing party shall be entitled to recover its reasonable attorneys' fees which shall be payable regardless of which party is the Prevailing Party, at the actual contractual hourly rate for City's litigation counsel at the time the fees were incurred, but, in no event more than $200 per hour and costs, court costs and all other litigation expenses (including reasonable expert witness fees, costs of depositions and other discovery, travel expenses, exhibit preparation, and courier, postage, communication and document copying expenses). Section 12. No Usury. It is not the intention of City or the Guarantor to obligate the Guarantor to pay interest in excess of that lawfully permitted to be paid by the Guarantor under applicable law. Should it be determined that any portion of the Guaranteed Obligations or any other amount payable by the Guarantor under this Guaranty constitutes interest in excess of the maximum amount of interest that the Guarantor, in its capacity as guarantor, may lawfully be required to pay under applicable law, the obligation of the Guarantor to pay such interest shall automatically be limited to the payment thereof in the maximum amount so permitted under applicable law. The provisions of this Section shall override and control all other provisions of this Guaranty and of any other agreement between the Guarantor and City. Section 13. Representations, Warranties, and Covenants of the Guarantor. Guarantor hereby represents, warrants, and covenants that: (a) the Guarantor has a financial interest in Developer and will derive a material and substantial benefit, directly or indirectly, from the developing the Project and from the making of this Guaranty by the Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against the Guarantor subject to the effect of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and limitations imposed by general principles of equity and applicable law; (c) the Guarantor is not, and the execution, delivery and performance by the Guarantor of this Guaranty will not cause the Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which the Guarantor is bound or affected; (d) the Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and, has full power and authority to enter into and perform this Guaranty; (e) except as may have been previously disclosed to City in writing, there is no litigation pending or, to the knowledge of the Guarantor, threatened by or before any tribunal against or affecting the Guarantor that would have a material adverse impact on Guarantor's ability to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to City by the Guarantor do, and all financial statements and information hereafter furnished to City by the Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of the Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of the Guarantor heretofore furnished to City, no material adverse change has occurred in the financial condition of the Guarantor, nor, except as heretofore disclosed in writing to City, has the Guarantor incurred any material liability, direct or indirect, fixed or contingent that would materially adversely affect Guarantor's ability to perform obligations hereunder; (g) after giving effect to this Guaranty, the Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of the Guarantor is an unreasonably Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Att 14 - 5-13-19 FINAL 13 Federal Credit Union small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) the Guarantor has read and fully understands the provisions contained in the DDA and the Other Agreements. The Guarantor's representations, warranties and covenants are a material inducement to City to {approve the Transfer to Developer and to} convey the Property and enter into the Other Agreements and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Developer, any Person, or any security for all or any part of the Guaranteed Obligations. Section 14. Notices. All notices, requests, consents, demands and other communications required or which any party desires to give hereunder or under the DDA shall be in writing and, unless otherwise specifically provided in the DDA, shall be deemed sufficiently given or furnished if delivered by personal delivery, by nationally recognized overnight courier service, or by certified United States mail, postage prepaid, addressed to the party to whom directed at the addresses specified in this Guaranty or in the DDA (unless changed by similar notice in writing given by the particular party whose address is to be changed) or by facsimile. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of courier or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or, in the case of facsimile, upon receipt; provided that service of a notice required by any applicable statute shall be considered complete when the requirements of that statute are met. Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt. This Section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Guaranty, the DDA or the Other Agreements or to require giving of notice or demand to or upon any Person in any situation or for any reason. Section 15. Cumulative Rights. .All of the rights and remedies of City under this Guaranty, the DDA and the Other Agreements are cumulative of each other and of any and all other rights at law or in equity, and the exercise by City of any one or more of such rights and remedies shall not preclude the simultaneous or later exercise by City of any or all such other rights and remedies. No single or partial exercise of any right or remedy shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and from time to time. No failure by City to exercise, or delay in exercising, any right or remedy shall operate as a waiver of such right or remedy or as a waiver of any Material Default. No notice to or demand on Guarantor in any case shall of itself entitle Guarantor to any other or further notice or demand in similar or other circumstances. No provision of this Guaranty or any right or remedy of City with respect hereto, or any default or breach, can be waived, nor can this Guaranty or Guarantor be released or discharged in any way or to any extent, except specifically in each case by a writing intended for that purpose (and which refers specifically to this Guaranty) executed and delivered by City to the Guarantor. Section 16. Subrogation. Guarantor shall not have any right of subrogation under the DDA or the Other Agreements or any right to participate in any security for the Guaranteed Obligations or any right to Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Att 14 - 5-13-19 FINAL 14 Federal Credit Union reimbursement, exoneration, contribution, indemnification or any similar rights, until the Guaranteed Obligations have been fully and finally discharged in accordance with Section 2.3 above, and Guarantor hereby waives all of such rights. Guarantor not shall exercise any rights that it may acquire by way of subrogation under this Guaranty, by virtue of any payment made hereunder or otherwise, until all the Guaranteed Obligations have been paid or performed in full. If any amount is paid to Guarantor on account of such subrogation rights before the Guaranteed Obligations have been paid or performed. in full, the amount will be held in trust for the benefit of City and will immediately be paid to City to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in such order as City, in its sole and absolute discretion, determines. Until the Guaranteed Obligations are paid or performed in full, any indebtedness of Developer to Guarantor is hereby subordinated to all obligations and liabilities of Developer to City arising out of or related to the DDA. Section 17. Time of Essence. Time shall be of the essence in this Guaranty with respect to all of Guarantor's obligations hereunder. Section 18. Bankruptcy of Developer. The obligations of Guarantor under this Guaranty will continue to be effective, or be automatically reinstated: (a) if the performance or the payment, in whole or in part, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by City (as a preference, fraudulent conveyance or otherwise) upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of City, the Guarantor, Developer or any other Person, or (b) upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to Developer, either Guarantor, or any other Person, or any substantial part of its property, or otherwise, all as though such payments had not been made. If a Default has occurred and continues or exists under or with respect to the DDA or if any default occurs under this Guaranty or with respect to any of the Guaranteed Obligations at such time as City is prevented by reason of the pendency against the Guarantor, Developer or any other Person of a case or proceeding under a bankruptcy or insolvency law, Guarantor agrees that this Guaranty and the Guaranteed Obligations will be deemed to have been declared in default or accelerated with the same effect as if this Guaranty and the Guaranteed Obligations had been declared in default and accelerated in accordance with their respective terms. Guarantor will immediately perform or pay the Guaranteed Obligations as required under this Guaranty without further notice or demand. Section 19. Entire Agreement; Counterparts; Construction. This Guaranty embodies the entire agreement between City and the Guarantor with respect to the guaranty by the Guarantor of the Guaranteed Obligations. This Guaranty supersedes all prior agreements and understandings, if any, with respect to the guaranty by the Guarantor of the Guaranteed Obligations. This Guaranty shall be effective upon execution by the Guarantor and delivery to City. This Guaranty may not be modified, amended or superseded except in a writing signed by City and the Guarantor referencing this Guaranty by its date and specifically identifying the portions hereof that are to be modified, amended or superseded. This Guaranty has been executed in a number of identical counterparts, each of which shall be deemed an original for all Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Aft 14 - 5-13-19 FINAL 15 Federal Credit Union purposes and all of which constitute, collectively, one agreement. As used herein, the words "include" and "including" shall be interpreted as if followed by the words "without limitation." [Signatures appear on the followingpage] Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Att 14 - 5-13-19 FINAL 16 Federal Credit Union IN WITNESS WHEREOF, the Guarantor has duly executed this Guaranty as of the date first written above. "GUARANTOR" Address of Guarantor: Name: Title: Tustin - SchoolsFirst - Form of Guaranty - Attachment 14 City of Tustin / SchoolsFirst Aft 14 - 5-13-19 FINAL S-1 Federal Credit Union ATTACHMENT 15 FORM OF GUARANTOR CERTIFICATE This Certificate is being delivered pursuant to that certain Disposition and Development Agreement for SchoolsFirst Headquarters Project dated as of , 20_ [{if amended.] (the "Original DDA ") as amended by that certain Amendment No. _ to Disposition and Development Agreement for SchoolsFirst Headquarters Project dated as of , 20_ (as amended, the "DDA') /{if not amended.) (the "DDA')], by and between SchoolsFirst Federal Credit Union, a federally chartered credit union ("SchoolsFirst") and the City of Tustin, a municipal corporation of the State of California ("City"). Initially capitalized terms used and not defined in this Certificate have the meanings specified in the DDA. Pursuant to the DDA, SchoolsFirst has Transferred its interest in and to the DDA [{following Close o, f Escrow add:}, the Other Agreements and the Development Parcels, or any portion thereof] to , a ("Transferee") which [is/is not] a SchoolsFirst Affiliate and accordingly, as a condition to such Transfer, delivery of a Guaranty and this Certificate by a Guarantor are required by the DDA. I, the undersigned, am the duly elected and qualified [state office held] of ., a ("Guarantor") and am authorized by Guarantor to make the certifications contained in this Certificate. I further certify for and on behalf of Guarantor to the City, as of the date hereof as follows: 1. SchoolsFirst is a wholly owned subsidiary of Guarantor for specify other relationship}. 2. Attached hereto as Exhibit A is a true and correct copy of the [Certificate of Incorporation, Charter or LLC --1 or comparableformation document] of Guarantor and any and. all amendments thereto in effect on the date hereof, which, except as attached, has not been amended or revised in any way and remains in full force and effect as of the date hereof. 3. Attached hereto as Exhibit B is a true and correct copy of the [Bylaws, operating agreement or comparable document] of Guarantor and any and all amendments thereto in effect on the date hereof, which, except as attached, have not been amended or revised in any way and remain in full force and effect as of the date hereof. 4. Attached hereto as Exhibit C are true and correct copies of the [Certificate of Good Standing or comparable document, if applicable] from the [Secretary of State/Federal Credit Union Organization] and the [Certificate of Status Foreign Corporation or comparable document from the California Secretary of State, if applicable] with respect to Guarantor, and each attached certificate is dated not earlier than thirty (3 0) days prior to the date of this Certificate. 5. The undersigned Chief Operating Officer of Guarantor has the authority from Guarantor to execute and deliver this Certificate on behalf of Guarantor as evidenced by the [Corporate resolution and/or other information] attached as Exhibit D. [Insert name ofperson signing], is a [insert office held] of Guarantor and is in such capacity, duly authorized by Tustin - SchoolsFirst - Form of Guarantor Attachment 15 City of Tustin / SchoolsFirst Certificate - Att 15 - 5-13-19 FINAL 1 Federal Credit Union Guarantor and any and all instruments, documents and other agreements required in connection therewith in accordance with the proceedings of Guarantor showing authority attached hereto as Exhibit E. 6. Guarantor meets the Minimum Liquidity Standards as set forth in the DDA. Guarantor's ability to meet its obligations under the Guaranty is not contingent on third party financing. Guarantor has a combination of unencumbered cash, cash equivalents, and marketable securities (that have not been pledged as collateral for any debt or other obligation) and cash flow from income producing assets that, in the aggregate, are sufficient to allow Guarantor to meet its obligations as and when required under the Guaranty. 7. All of the statements, representations, warranties and covenants made to the City in this Certificate are true and correct as of the date hereof and all financial information provided to the City are true and correct as of the date thereof and there has been no material change to Guarantor's financial situation since the date thereof. 8. This Certificate is being furnished to the City solely to assist it in conducting its investigation of Guarantor's financial resources and its investigation of Guarantor's financial resources in connection with Guarantor's obligation and the Guaranty. Guarantor acknowledges and agrees that the City intends to rely on -the information in this Certificate and this Certificate may be relied upon by the City for these purposes. Without the written consent of Guarantor, no Person other than the City may rely on this Certificate for any purpose. In no event shall the individual executing this Certificate on behalf of Guarantor have any personal liability hereunder. [Signature page follows] Tustin - SchoolsFirst - Form of Guarantor Attachment 15 City of Tustin / SchoolsFirst Certificate - Att 15 - 5-13-19 FINAL 2 Federal Credit Union "GUARANTOR" a By: Name: Title: Date: Tustin - SchoolsFirst - Form of Guarantor Attachment 15 City of Tustin / SchoolsFirst Certificate - Att 15 - 5-13-19 FINAL S-1 Federal Credit Union EXHIBIT A CHARTER, CERTIFICATE OF INCORPORATION OR LLC -1 {to be attached} Tustin - SchoolsFirst - Form of Guarantor Exhibit A to City of Tustin / SchoolsFirst Certificate - Att 15 - 5-13-19 FINAL Attachment 15 Federal Credit Union EXHIBIT B BYLAWS, LLC AGREEMENT OR COMPARABLE DOCUMENT {to be attached} Tustin - SchoolsFirst - Form of Guarantor Exhibit B to City of Tustin / SchoolsFirst Certificate - Att 15 - 5-13-19 FINAL Attachment 15 Federal Credit Union EXHIBIT C CERTIFICATES OF GOOD STANDING FROM THE APPLICABLE SECRETARY(IES) OF STATE [to he attached] Tustin - SchoolsFirst - Form of Guarantor Exhibit C to City of Tustin / SchoolsFirst Certificate - Att 15 - 5-13-19 FINAL Attachment 15 Federal Credit Union EVIDENCE OF AUTHORITY AND AUTHORIZATION OF SIGNATORIES {to be attached} Tustin - SchoolsFirst - Form of Guarantor Exhibit D to City of Tustin / SchoolsFirst Certificate - Att 15 - 5-13-19 FINAL Attachment 15 Federal Credit Union EXHIBIT E AUTHORIZING CONSENTS, RESOLUTIONS OR OTHER PROCEEDINGS OF GUARANTOR {to he attached} Tustin - SchoolsFirst - Form of Guarantor Exhibit E to City of Tustin / SchoolsFirst Certificate - Att 15 - 5-13-19 FINAL Attachment 15 Federal Credit Union ATTACHMENT 16 FORM OF DEVELOPMENT COST BREAKDOWN Ln d" *--+ CD � O O N � M Cn M Ln o l0 Cal N o O CD O Nm -U:)- n +-i M O r-1 o� O N M al -Ufl- lD W O � 00 (71 r�i O 1 4& *--+ l0 N Cil ,--i -U!)- j3 - o O M O M 4:09- £09 --U} M O CD CO C) co O O O 0 O O O O O O O O O Cp3 O O O ® O 0 O 03 O O O CilLn M ON N O l.o r<1. . Cil M r -i M ^�%' M. C^J � � .ice -Y to 0 � L Q) m v 0(Ua o C: > o L ca Q' LU cl w O W V () N U E U a-.� � a � .� Q) 060l C m LL L o !� ti Q U a 3 H U O M� U C7 Tustin - SchoolsFirst - Form of Development Attachment 16 City of Tustin / SchoolsFirst Cost Breakdown - Att 16 - 7-24-18 FINAL Federal Credit Union ATTACHMENT 17 FORM OF CITY DATE DOWN CERTIFICATE REGARDING REPRESENTATIONS AND WARRANTIES Reference is hereby made to that certain Disposition and Development Agreement for SchoolsFirst Headquarters Project dated as of —20— [{ifamended.] (the "Original DDA') as amended by that certain Amendment No. to Disposition and Development Agreement For SchoolsFirst Headquarters Project dated as of 20 —(as amended, the "DDA')] /ff not amended.] (the "DDA ")], by and between the City of Tustin, a municipal corporation of the State of California (the "City") and SchoofsFirst Federal Credit Union, a federally chartered credit union ("SchoolsFirst"). Capitalized terms used herein that are not defined herein shall have the meanings specified in the DDA. This Date Down Certificate is being delivered by the City pursuant to Section 7.2.1 of the Original DDA concurrently with the Close of Escrow. The undersigned does hereby certify to [[if not assigned:} SchoolsFirst/ ff assigned.) insert name of assignee]], in the name and on behalf of the City, that all the representations and warranties made by the City in Sections 3.3, 16.12 and 16.24 of the [Original] DDA are true and correct as of the date hereof, except as set forth on Exhibit A attached hereto. Without the written consent of the City: (i) no Person other than ffif not assigned.] SchoolsFirst I [if assigned.) insert name of assignee)], may rely on this Date Down Certificate for any purpose; and (,ii) copies of this Date Down Certificate may not be furnished to anyone for purposes of encouraging such reliance. In no event shall the individual executing this Date Down Certificate on behalf of the City have any personal liability hereunder. [signatures on next page} Tustin - SchoolsFirst - Form of City Date Attachment 17 City of Tustin / SchoolsFirst Down Certificate - Att 17 - 5-13-19 FINAL 1 Federal Credit Union Dated: CITY OF TUSTIN: IN ATTEST: Erica N. Yasuda City Clerk APPROVED AS TO FORM David E. Kendig City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City Amy E. Freilich Matthew S. West City Manager Tustin - SchoolsFirst - Form of City Date Attachment 17 City of Tustin / SchoolsFirst Down Certificate - Att 17 - 5-13-19 FINAL S-1 Federal Credit Union EXHIBIT A EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES {to be completed at execution, if none, write "None.'y Tustin - SchoolsFirst - Form of City Date Exhibit A to City of Tustin / SchoolsFirst Down Certificate - Att 17 - 5-13-19 FINAL Attachment 17 Federal Credit Union ATTACHMENT 18 FORM OF SCHOOLSFIRST DATE DOWN CERTIFICATE REGARDING REPRESENTATIONS AND WARRANTIES Reference is hereby made to that certain Disposition and Development Agreement For SchoolsFirst Headquarters Project dated as of , 20_ [{f amended.] (the "Original DDA') as amended by that certain Amendment No. to Disposition and Development Agreement For SchoolsFirst Headquarters Project dated as of , 20 (as amended, the "DDA') / [if not amended.] (the "DDA')], by and between the City of Tustin, a municipal corporation of the State of California (the "City") and SchoolsFirst Federal Credit Union, a federally chartered credit union ("SchoolsFirst") (if assignment, which has, by assignment pursuant to that certain Assignment Agreement by and between , a ("Owner") and Schools First ("Assignment Agreement'), assigned all of its right, title and interest in and to the DDA to Owner.] Capitalized terms used herein that are not defined herein shall have the meanings specified in the DDA. This Date Down Certificate is being delivered by [{if no Assignment:} SchoolsFirst /{[if Assignment.] Owner/ pursuant to Section 7.2.2 of the [Original} DDA concurrently with the Close of Escrow. The undersigned does hereby certify to the City, in his capacity as an officer of [[if no Assignment.] SchoolsFirst / [if Assignment.) Owner] and for and on behalf of [[if no Assignment.) SchoolsFirst / [if Assignment.} Owner] as follows: 1. All the representations and warranties made by [[if no Assignment.} SchoolsFirst in Sections 2.1, 2.3.1, 2.3.3, and 3.1 of the [Original] DDA / [if Assignment.} Owner pursuant to the Assignment Agreement] and in Sections 4.5.1(a), 16.12 and 16.24 of the [Original] DDA are true and correct as of the date hereof, except as set forth on Exhibit A attached hereto. 2. [[if no Assignment.) Any documentation submitted to the City by SchoolsFirst pursuant to Sections 3.1 and Section 4.6.1 of the [Original] DDA prior to the Effective Date is true and correct as of the date of this certificate.] [[if Assignment.) [[ifAssignment only.} Any documentation submitted to the City by Owner pursuant to the Assignment Agreement and Sections 2.2 and Section 4.6.1 of the [Original) DDA as of the effective date of the [Transfer] is true and correct as of the date of this certificate,] 3. [[if No Assignment only.) Attached to this Date Down Certificate as Exhibit B are true and correct copies of [insert certificate or proof of active good standing as federal credit union SchoolsFirst can provide) dated not earlier than thirty (3 0) days prior to the date of this Date Down Certificate.] [[if Assignment only.} Attached to this Date Down Certificate as Exhibit B are true and correct copies of the certificate of good standing of Owner from the Secretary of State of the (add state of formation of Owner) and the State of California and each attached Tustin - SchoolsFirst - Form of SchoolsFirst Date Attachment 18 City of Tustin / SchoolsFirst Down Certificate - Att 18 - 5-13-19 FINAL I Federal Credit Union certificate of good standing is dated not earlier than thirty (30) days prior to the date of this Date Down Certificate.] 4. The Preliminary Tenant Improvements Budget for, if applicable, a revised tenant budget contained in the Financing Plan) accurately sets forth the costs for construction of the Office Building tenant improvements, including the Minimum Tenant Improvements, in accordance with the Approved Plans and provides a budget for the Office Building tenant improvements of not less than Twenty Million Five Hundred Thousand Dollars ($20,500,000), including a budget for the Minimum Tenant Improvements of not less than Sixteen Million Four Hundred Thousand Dollars ($16,400,000) and include costs for construction of the C -Suite and Board of Directors facilities, including the board room. 5. Without the written consent of [{if no Assignment.] SchoolsFirst / [if Assignment:} Owner]: (i) no Person other than the City may rely on this Date Down Certificate for any purpose; and (ii) copies of this Date Down Certificate may not be furnished to anyone for purposes of encouraging such reliance. In no event shall the individual executing this Date Down Certificate on behalf of [[if no Assignment.} SchoolsFirst I fAssignment.) Owner] have any personal liability hereunder. [signatures on next page) Tustin - SchoolsFirst - Form of SchoolsFirst Date Attachment 18 City of Tustin / SchoolsFirst Down Certificate - Att 18 - 5-13-19 FINAL 2 Federal Credit Union Date: SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union By: Name: Bill Cheney Title: President and Chief Executive Officer Name: Francisco Nebot Title: Chief Financial Officer Tustin - SchoolsFirst - Form of SchoolsFirst Date Attachment 18 City of Tustin / SchoolsFirst Down Certificate - Aft 18 - 5-13-19 FINAL S-1 Federal Credit Union EXHIBIT A EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES {to be completed at execution, if none, write "None.'y Tustin - SchoolsFirst - Form of SchoolsFirst Date Exhibit A to City of Tustin / SchoolsFirst Down Certificate - Att 18 - 5-13-19 FINAL Attachment 18 Federal Credit Union EXHIBIT B CERTIFICATE OF GOOD STANDING {to he attached} Tustin - SchoolsFirst - Form of SchoolsFirst Date Exhibit B to City of Tustin / SchoolsFirst Down Certificate - Att 18 - 5-13-19 FINAL Attachment 18 Federal Credit Union ATTACHMENT 19 FORM OF CC&Rs RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Jeffrey P. Walsworth WFBM, LLP dba Walsworth Law Firm 1 City Boulevard West, Fifth Floor Orange, California 92868 SPACE ABOVE THIS LINE FOR RECORDER'S USE DECLARATION OF RESTRICTIONS, RECIPROCAL EASEMENT AND MAINTENANCE AGREEMENT THIS DECLARATION OF RESTRICTIONS, RECIPROCAL EASEMENT AND MAINTENANCE AGREEMENT (the "Declaration") is made and entered into as of , 2019, by SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union ("Declarant"). RECITALS: A. Declarant is the fee owner of that certain real property located in the City of Tustin, County of Orange, State of California, more particularly described as Parcels 1, 2, 3, 4 and 5 (each a "Parcel." and collectively, "Parcels" or individually as "Parcel 1", "Parcel 2", "Parcel 3", "Parcel 4" and/or "Parcel 5") as more particularly depicted within Exhibit 1 attached hereto and incorporated herein and made a part hereof. The purpose of this Declaration is to enhance the presence of the Parcels by way of creating burdens and benefits running with the land, Parcels, and title to the Parcels. B. The Declarant intends for all the Parcels to ultimately have Buildings and/or other improvements located thereon, including Parking Areas and landscape improvements. As used herein, "Owner(s)" shall mean the fee title holder or holders and their successors in interest to each Parcel so long as they hold such title of each such Parcel. C. With the exception of any designated Exclusive Use Area and the Buildings, the remainder of each Parcel. constitutes areas to be used in common, including ingress and egress areas, Parking Areas, walkways, and landscaping (the "Common Facilities") which are to be jointly used and enjoyed by the Owners. The Common Facilities shall be maintained at the shared expense of the Parcel 1, 2, 4 and 5 Owners by the Maintaining Owner. Declarant, or its successor in interest to Parcel 1, shall be the Maintaining Owner unless otherwise agreed to in writing by the majority vote of the Owners as provided for in this Declaration. After Declarant's conveyance of any Parcel and/or Parcels, the successors in title to each Parcel shall designate representatives to and establish the Owners Committee, which shall review and approve the maintenance, repair, and replacement of the Common Facilities and Exclusive Use Areas pursuant to the provisions of this Declaration. Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Aft 19 - 5-20-19 FINAL 1 Federal Credit Union D. In furtherance of the separate ownership and enjoyment of the Parcels and joint use and enjoyment of the Common Facilities, Declarant hereby creates and subjects the Parcels to this Declaration, which, among other things, (i) grants, creates, and describes certain reciprocal easements for parking, ingress and egress, utilities, surface water drainage, landscape and sign maintenance and other purposes; (ii) creates the Owners Committee of seven (7) members and described as consisting of three specified representatives of Declarant and one specified representative by and of the title holder of each Parcel 2-5 who shall serve collectively as the Owners Committee and are hereinafter referred to as the "Owners Committee" afforded the powers, duties, and obligations set out in Article 4 and elsewhere herein; reviewing and approving all proposed changes, repairs, replacements, or modifications to the exterior of the Buildings; (iii) provides for a pro rata sharing by the Owners of Parcels 1, 2, 4 and 5 of all costs required hereunder for the maintenance, repair, and replacement of the Common Facilities, except as otherwise provided herein; (iv) provides the mechanism for establishing rules and regulations for the Common Facilities and Exclusive Use Areas; and (v) establishes responsibility for each Owner to maintain the Buildings and/or Exclusive Use Areas contained on its Parcel. E. The covenants, easements, restrictions, rights, and duties set forth in this Declaration constitute covenants running with the land under Civil Code section 1468 and equitable servitudes under common law that benefit and bind the Parcels and each Owner and successive owners thereto. NOW, THEREFORE, Declarant hereby declares as follows: ARTICLE 1 Definitions 1.1. Applicable Laws. All federal, state and local laws, statutes, acts, ordinances, rules, regulations, permits, licenses, City Resolution No. , and requirements of all governmental authorities (including any agency, authority; board, branch, division, department or similar unit of any federal, state, county, district or other governmental entity having jurisdiction over the Parcels) that now or hereafter during the term of this Declaration may be applicable. 1.2. Building(s). The existing and any fixture constructed office buildings, parking structures, warehousing facility, credit union branch, and accessory structures, existing upon the Parcels, as they may be modified, improved, reconstructed, or otherwise changed pursuant to the provisions of this Declaration. 1.3. Com. The City of Tustin, California. 1.4. Common Facilities. The areas to be used in common, including ingress and egress areas, Parking Areas, walkways, and landscaping to be jointly used and enjoyed by the Owners. The Common Facilities are depicted on Exhibit 2. 1.5. Common Facilities Easement. The easement described in Section 2.1. 1.6. Declarant. SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union. 1.7. Declaration. This Declaration and any amendments thereto. Tustin - SchoolsFirst - Form of CC&R.s - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 2 Federal Credit Union 1.8. Exclusive Use Area. Exclusive Use Area shall mean those limited areas that are subject to compliance with any and all Applicable Laws and may, from time to time, be designated by the Owners Committee for the exclusive use by one or more of the Owners and depicted on an Exhibit 3 when and if such designation occurs. Any such designation of any Exclusive Use Area shall require prior written approval of the City and a majority vote of the Owners Committee, and must be memorialized as a written amendment to this Declaration with an exhibit depicting the location and boundaries of the Exclusive Use Area. 1.9. Maintain, Maintained or Maintenance. Unless expressly stated otherwise, "maintain", 6 77 "maintained", "maintenance" maintain , maintained , or maintenance as used in this Declaration shall include without limitation inspection, cleaning, maintenance, repair, upgrading and/or replacement. 1.10. Maintaining Owner. The Maintaining Owner shall be the Declarant so long as Declarant is the Owner of Parcel 1, and then thereafter the Maintaining Owner shall be Declarant's successors and assigns as the Owner of Parcel 1. 1.11. Non -Maintaining Owners. The Non -Maintaining Owners shall be the Owner(s) of Parcels 2-5. 1.12. Occupants. Any person or entity, together with all officers, directors, partners, employees and agents of such person, entitled by fee ownership, leasehold interest or liceinse to the occupancy of all, or any portion of Building. 1.13. Owners Committee. The Owners Committee shall consist of a total of seven (7) representatives with each representative having one vote. The seven (7) representatives shall consist of three designated representatives selected by the Declarant and one designated representative selected by each Owner of Parcels 2-5 collectively serving together, their successors and assigns, in accordance with the provisions of Article 4. L 14. Owners Committee Approval. Owners Committee approval and approved by the Owners Committee or similar words and phrases shall mean by a majority vote of the members of the Owners Committee unless otherwise expressly provided for in writing within this Declaration and or by written agreement signed by all Owners. 1.15. Owner. The owner of the fee interest in a Parcel. 1.16. Parcel Map. As shown in Exhibit 1. 1.17. Parcels. Parcels 1, 2, 3, 4 and 5 as shown on the Parcel Map. 1.18. Parking Areas. Those portions of the Parcels constituting an area designated for Parking. 1.19. Permittees. All Owners and occupants and their agents and invitees. 1.20. Shared Costs. The costs and expenses of maintaining, repairing, and replacing the Common Facilities, shared pro -ratably by the Owners of Parcels 1, 2, 4 and 5 pursuant to the Declaration including Articles 5 and 6. Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 3 Federal Credit Union 1.21. Sign Program; Sins. Any current or future City approved Master Sign Program for the Parcels and, in addition thereto, any signage rules, regulations, and restrictions that Declarant shall from time to time establish in the Declarant's sole and absolute discretion which do not violate any current or future City approved Master Sign Program (as used herein the term "Master Sign Program" shall have the same meaning as Sign Program). 1.22. TDM Plan. Transportation Demand Management Plan. 1.23. WQMP. Water Quality Management Plan. ARTICLE 2 Grant, Creation, Declaration, and Description of Easements. 2.1. Common Facilities Easement. Declarant hereby grants, creates, and establishes a non-exclusive, reciprocal easement (the "Common Facilities Easement") on, over, and across the Common Facilities .upon each Parcel, as the servient tenement, for the benefit of the other Parcels, as the dominant tenement. The Common Facilities Easement shall provide to each Parcel and Owner the right to reciprocally, and non -exclusively, use and enjoy the Common Facilities located on each Parcel, subject to the terms of this Declaration. 2.2. Other Easements. Declarant hereby grants, creates and establishes the following described reciprocal, non-exclusive easements across and under the Parcels, as the servient tenement, for the benefit of the Parcels, as the dominant tenement. (a) Utility Easements. Reciprocal, non-exclusive easements in favor of each Parcel, as the dominant tenement, for the installation and maintenance of any sub -surface utilities, existing or to be installed in the future, in the Common Facilities and Exclusive Use Areas of a Parcel, reasonably necessary to serve the Buildings upon the other Parcel. (b) Drainage Easement. A reciprocal, non-exclusive easement in favor of each Parcel as the dominant tenement, over the other Parcel, as the servient tenement, for the purpose of drainage of surface water over, across, and under the Parcels in accordance with the established drainage facilities. (c) Maintenance Easement. An easement in favor of Parcel 1 as the Maintaining Owner over and across all Parcels, as the servient tenements, for the purpose of performing and or cause to be performed the maintenance obligations created in this Declaration. (d) Ingress, Egress and Parking. A reciprocal, non-exclusive easement in favor of each. Parcel as the dominant tenements, over the other Parcel, as the servient tenements, for the purpose of ingress, egress and parking subject to the terms of this Declaration. 2.3. General Easement Rights. The easements described above are subject to, and construed .in accordance with, the following provisions, except as otherwise expressly provided for elsewhere in this Declaration: (i) the easements are appurtenant to the dominant and servient tenements and any transfer of a dominant or servient tenement automatically transfers the easement appurtenant thereto regardless of whether the easement is described in the instrument of transfer; (ii) the easements are in perpetuity unless otherwise terminated by operation of law; (iii) no easement Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 4 Federal Credit Union may be modified or relocated except with the written consent of the majority vote of members of the Owners Committee and only so long as such an amendment is in compliance with all Applicable Laws; (iv) the easements are nonexclusive unless the context indicates otherwise and/or to the extent an Exclusive Use Area has been created pursuant to the terms of this Declaration; (v) all easement uses shall comply with all Applicable Laws; (vi) each easement granted hereunder exists by virtue of this Declaration, without the necessity of confirmation by any other document; (vii) easement access and use rights are subject to the restrictions and the rights reserved herein; and (viii) if the dominant and servient tenements are owned by the same Owner, the easement shall be effective automatically on the date the dominant and servient tenements no longer are owned by the same Owner regardless of whether the instrument of transfer separating the ownership describes the easement or not. 2.4. Not a Public Dedication. Nothing contained in this Declaration shall be deemed to be a gift or dedication of any portion of the easements to the general public or for the general public or for any public purpose whatsoever, and this Declaration shall be strictly limited to, and for, the purposes expressed herein. No individual shall be deemed to have acquired a prescriptive easement, easement by implication, or any other right, title, or interest as a result of the use or grant of the easements granted herein. 2.5. Reservation of Rights or Exclusive Use Areas. The Owner of each Parcel, subject to the provisions herein, reserves the right (i) to construct or demolish any improvement on its respective Parcel to the extent not inconsistent with this Declaration, Applicable Laws, or any other agreement(s) between the Owners; (ii) to eject, or cause the ejection from the portion of the easements on its Parcel of any person or persons not authorized, empowered or privileged to use the same pursuant to the terms of this Declaration; and (iii) to close off portions of the easements on its Parcel for such reasonable periodor periods of time as may be legally necessary to prevent the acquisition of prescriptive rights by any person or entity or to perform any maintenance, repair and replacement, so long as reasonable access to and from the Parcels and Common Facilities from adjoining public streets is maintained. The Owner of each Parcel retains any and all rights not specifically granted herein. 2.6. Construction on Parcel. Each Owner covenants and agrees that in the event of undertaking construction activities on a Parcel, the Owner shall perform such activities in compliance with any and all Applicable Laws and shall provide adequate safety and signage and shall provide ingress and egress to and from the Common Facilities on the other Parcels to the extent reasonably practical. No construction that impacts the ingress and egress and parking on any other Parcel shall be commenced without the express written consent of each impacted Owner and also completed within a six (6) month period unless the nature of the construction necessitates a longer time period, which in any event shall be completed as expeditiously as possible. 2.7. Modifications to Exterior of Buildings and/or Exclusive Use Areas. The Owners acknowledge that the Parcels are intended to be designed and constructed so as to complement and relate to each other, and the Owners shall endeavor to ensure that any designs for improvements and modifications to the exterior of the Buildings and/or Exclusive Use Areas will be consistent with and will work to enhance the overall appearance of all Buildings and the Parcels as a coordinated aesthetic entity. Any modifications shall require compliance with all Applicable Laws and the written consent of the majority of the members of the Owners Committee, which shall not be unreasonably withheld and shall comply with all Applicable Laws. However, the installation or addition of solar arrays or panels and related equipment on the roofs of the Buildings and any Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 5 Federal Credit Union modifications to windows or other openings required by Applicable Laws (such as double paned windows) may be installed without the requirement of Owners Committee Approval; provided however that (i) optional elements of such additions such as window color shall be consistent with the overall coordinated aesthetic of the Buildings and (ii) prior to implementation of any plans, the Owner proposing the modification shall provide the Owners Committee a copy of the plans for the modifications and obtain the consent of the majority of the Owners Committee, The Owners Committee by majority vote may condition the consent to the proposed modifications by requiring that a reasonable review fee be paid to the Owners Committee by the Owner proposing the modification. 2.8. Modification to Buildings, Common Facilities and Exclusive Use Areas. Any modifications, including, without limitation, re-routing or relocation of access drives, are subject to the review and written approval of the City and of the majority of Owners Committee. In granting approval, the City and Owners Committee may impose reasonable conditions on the proposed modifications. The Owners acknowledge and agree that the design of all Parcels has established an aesthetic unity. Any modifications shall be compatible with that overall design and enhance the aesthetic unity. Any modifications on any Parcel shall comply with the following: (a) Any such modification must be approved by the majority members of the Owners Committee, in writing, and such modifications must be in accordance with the provisions of this Declaration and Applicable Laws. (b) The cost of constructing, installing or implementing the modifications shall be borne solely by the Owner effecting the modifications upon their Parcel. (c) Notwithstanding anything herein to the contrary, no Owner shall unreasonably restrict or impair ingress and egress to the Common Facilities by its actions upon its Parcel. (d) The cost of maintaining any unique or other feature of the Common Facilities and Exclusive Use Areas installed by an Owner (including, but not limited to, any unique or custom landscaping) shall be paid by the Owner installing said changes. (e) Any such change must comply with any and all Applicable Laws. 2.9. Adherence to Sign Program. Each Owner may erect signage on their Parcel so long as it is in compliance with any and all Applicable Laws and the Sign Program and has been approved by the majority of the members of the Owners Committee. 2.10. Additional Applicable Obligations Arising from Declaration. This Declaration confirms and creates the additional applicable obligations: (a) The City is and shall be, deemed to be included as a party who has the right, but not any obligation to, seek the enforcement of any one or more of the Declaration provisions in which the City has an interest; and (b) This Declaration is inclusive of, but not limited to, the following: Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 6 Federal Credit Union (1) Association bylaws shall be established if and when the Owners Committee should decide to form an association to replace the Owners Committee. (2) The Owners Committee shall create an effective establishment, operation, management, use, repair and maintenance of all Common Facilities. (3) The membership in the Owners Committee shall be inseparable from ownership in individual parcels. (4) The maintenance standards set forth in this Declaration do and shall mandate standards as follows: (A) All Common Facilities and Exclusive Use Areas visible from any public right of way shall be properly maintained such that they are evenly cut, evenly edged, free of bare or brown spots, debris and weeds. All trees and shrubs shall be trimmed so they do not impede pedestrian traffic along the walkways. Trees shall be pruned so they do not intrude into neighboring properties and shall be maintained so they do not have droppings or create other nuisances to neighboring properties. All trees shall also be root pruned to eliminate exposed surface roots and damage to sidewalks, driveways and structures. (B) All private roadways, sidewalks and open space areas shall be maintained so that they are safe for users. Significant pavement cracks, pavement distress, excessive slab settlement, abrupt vertical variations and debris on travel ways should be removed or repaired promptly. (C) All Common Facilities and Exclusive Use Areas shall be maintained in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance such as to be detrimental to public health, safety, or general welfare. (5) The Owners Committee shall establish architectural controls that shall include, but not be limited to, provisions regulating exterior finishes, roof materials, fences and walls, accessory structures such as mechanical equipment, television and radio antenna, and signs, consistent with Applicable Laws and the keeping of the designs approved by City. (6) The Owners Committee Approval of exterior Building and Common Facility improvements requiring a building permit shall be obtained prior to requesting a building permit from the City. All plans for Building exterior and Common Facility improvements shall conform to requirements set forth by the City and this Declaration. (7) All utility services serving the site are to be installed and, maintained underground unless otherwise permitted and are to be in compliance with all Applicable Laws. (8) The Declarant shall be responsible for establishing procedures for providing entry gate access to the public utilities for maintenance of their facilities within the project area, subject to those agencies' approval. Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 7 Federal Credit Union (9) The operation, management, use, repair, and maintenance of all Buildings, Common Facilities and Exclusive Use Areas shall be done and maintained in a professional manner such as to be in keeping with a similar type first class property operation. (10) Parkin; Management Plan. Any current or future parking management plan, approved by the City, shall include a "Parking and Circulation Exhibit." The parking management plan shall be on file with the City and maintained and retained in the Owner Committee's files and provided to all Owners. The parking management plan shall be enforced by the Maintaining Owner. In addition to the above provisions regarding parking, the following requirements exist: (A) The continued availability of the minimum 1,407 parking spaces designated for common use and the availability of reciprocal access easements ensuring access to the public rights-of-way. (B) Permanent reciprocal parking, reciprocal access and parking enforcement shall and do exist pursuant to this Declaration. (C) Parking controls shall be provided. and may include, but not be limited to, provisions regulating vehicle and truck deliveries, vehicle and truck parking, shared parking, loading areas, etc. (D) Assigned and unassigned parking spaces shall be permanently maintained in locations shown on the "Parking and Circulation Exhibit." and or as amended in compliance with this Declaration and all Applicable Laws. (11) The Maintaining Owner and the Owners Committee shall be required to file the names, addresses, and telephone numbers of at least one member of the Owners Committee and, where applicable, a manager of the project before January 1st of each year with the City for the purpose of contacting the Owners Committee in the case of emergency or in those cases where the City has an interest in any violations of this Declaration. (12) Water Quality Management Plan. The Parcels are subject to Water Quality Management Plans ("WQMP"), which requires that an Operation and Maintenance Plan ("O&M Plan") be developed for the Parcels. The O&M Plan sets out Best Management Practices (`BNIPs"), which are methods, protocols and procedures for the control, reduction and prevention of storm water and pollutant runoff into storm drains and waterways from the Parcels. The BMPs applicable to the Parcels are specified in detail in the O&M Plan attached to the WQMP and include both "source control" BMPs (which include maintenance requirements, practices and procedures that must be followed by the associations and by all Owners), all of which are discussed in detail in the O&M Plan. Declarant shall operate and maintain the BMPs designated to the Parcels attached to the WQMP in accordance with the maintenance schedule and the O&M Plan. In no event shall Declarant perform any act which in any way contributes to the introduction into the drainage improvements of pollutants, including, without limitation, soil, sand, sediment, oil, gasoline or other hydrocarbons, paint, fertilizers, pool chemicals, and other household chemicals. (13) Transportation Demand Management Plan. Declarant shall comply with all requirements of the Transportation Demand Management Plan ("TDM Plan"), Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 8 Federal Credit Union including but not limited to (i) appointing a Transportation Coordinator and ensuring such Transportation Coordinator performs all duties and obligations under the TDM Plan including the preparation of an annual report as referred to in Tustin City Code Section 9905(e) and as more fully set forth in the TDM Plan, and (ii) implementing any requirements or obligations under any such report required by the City. ARTICLE 3 Restrictions and Rules . 3.1. No Security. This Declaration in no way imposes any duty or obligation on an Owner to provide security services for the Common Facilities. The Owners and their Occupants and Permittees shall use the Common Facilities at their own risk, including any risk for injury to person, theft, damage, or vandalism of vehicles or any personal property. Any Owner, at their expense, may erect and operate security cameras on their Parcel and the obligation to maintain such cameras shall be solely upon that Owner. Any Owner, at their expense, may employ security services to patrol their Parcel at night or at other times and the cost of that service shall be the sole obligation of that Owner. The Owners Committee may decide, by majority vote of the members on the Owners Committee, to contract for joint security services for the Common Facilities on. all Parcels, in which case the cost of such service shall be a Shared Cost. 3.2. Restrictions. By majority vote, the Owners Committee shall have the option, from time to time, to prepare, issue, and revise restrictions applicable to the use of the Common Facilities which shall be binding upon all using these areas on the Parcels. Copies of such restrictions shall be provided to the Owners and shall be binding upon all Owners, their tenants and invitees. Owners Committee 4.1. Organization. Upon the conveyance of any Parcel. by the Declarant, to a grantee other than the Declarant, the Owners shall form the Owners Committee by the Maintaining Owner designating three (3) members and each other Owner designating one member per Parcel, which together with the other designated members shall constitute a total number seven (7) members and shall be the initial membership of the Owners Committee. 4.2. Duties, Powers and Operation. The Owners Committee shall meet as often as necessary, upon the reasonable prior written notice of any Owner, but not less frequently than annually. The powers and duties of the Owners Committee shall include: (a) Reviewing and approving any modifications to the exterior of the Buildings, Common Facilities or Exclusive Use Areas proposed by any respective Owner. (b) The Maintaining Owner shall, pursuant to the provisions of Article 6, deliver to the Owners Committee an annual budget as discussed in Section 6.2 hereof for Shared. Costs, and the Owners Committee shall meet annually to review and reasonably approve the same. Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 9 Federal Credit Union (c) At any time if an Owner is not satisfied with the maintenance of the Buildings, Common Facilities and Exclusive Use Areas or any of the rights or obligations set out in this Declaration, such Owner upon reasonable prior written notice to the other can cause a meeting of the Owners Committee to be held to consider the matter. (d) The meetings of the Owners Committee shall be held in a location convenient to the project or the members of the Owners Committee and members may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting. Any action required or permitted to be taken at any meeting of the Owners Committee may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by a majority vote of the Owners Committee. (e) Prepare and enforce such restrictions and rules for the use of the Common Facilities as the Owners Committee deems necessary or appropriate. (f) Open, in the name of the Maintaining Owner a management account in a financial institution, into which shall be deposited monthly payments of Shared Costs from each Owner and any other required payments. (g) Doing such other things in a cooperative fashion as the members of the Owners Committee shall agree are in furtherance of the efficient operation of the Parcels as a related office complex. 4.3. Decisions of Owners Committee. The Maintaining Owner shall have three (3) votes and each other, Owner member shall have one (1) vote per Parcel, and all decisions shall be by majority vote unless otherwise provided for herein. If the :members cannot obtain a majority decision upon an issue (become deadlocked), then they will resolve the disputed issue as follows: (a) The members of the Owners Committee shall agree upon a disinterested third party, knowledgeable in the disputed issue and in the functioning of similar office complexes in the Tustin -Irvine area, such as an architect, commercial property manager, or other such professional. The decision of that third party shall be final and resolve the issue. The Owners agree to share equally the cost of employing such a third party. (b) If the members of the Owners Committee cannot agree upon the appointment of a third party, the dispute shall be resolved in accordance with the procedures in Article 9. ARTICLE 5 Maintenance 5.1. Maintenance of Building Exterior and Exclusive Use Areas. Except as to any Common Facility, each Owner, at its sole cost and expense, shall maintain in good condition and repair the exterior of any Buildings and Exclusive Use Areas upon their Parcel in a first-class condition, similar to first-class office complexes in the Tustin -Irvine Area. If any Owner should fail to fulfill the obligations set forth herein, then the Maintaining Owner shall have the right, not the Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 10 Federal Credit Union obligation, to take such actions as are appropriate to put the Building exterior and/or Exclusive Use Area into a good condition and to thereafter seek reimbursement from the Owner for any and all costs incurred and for a management fee ("Management Fee") that shall be equal to the greater of fifteen percent (15%) of the costs incurred or Five Hundred Dollars ($500) dollars payable to the Maintaining Owner. 5.2. Common Facilities Maintenance. The Maintaining Owner shall maintain in good condition and repair the Common Facilities. All maintenance work, including excavation or construction, parking lot striping, sealing, and cleaning shall be performed in compliance with all Applicable Laws and by contractors duly licensed by the State of California. Work, once commenced, shall be diligently pursued until completion. The Common Facilities shall be maintained in good condition with the type of material originally installed or material that is similar or better in quality, use, and durability. Potholes and cracks in surfaces resulting in vertical displacement shall be repaired in a timely manner. 5.3. Utility Maintenance. Unless maintained by a governmental agency or regulated utility company, each Owner shall maintain, at its own cost, all utilities that solely serve the Owner's Parcel. If any utility serving an Owner's Parcel requires maintenance upon another Owner's Parcel, prior to the commencement of any work by anyone other than a regulated utility company or its agents or contractors, the Owner served by the utility shall notify the other Owner in writing, identifying the type of repairs, the party performing the repairs, the estimated time of repair, and the effect the workk will have on access to and use of Common Facilities and Exclusive Use Areas of both affected Parcels. Depending on the nature of the work, the Owner upon whose Parcel the work will be performed, acting in a commercially reasonable manner may require that prior to the commencement of any work, appropriate liability insurance be procured naming all Owners as additional insureds and that reasonable collateral be posted securing completion of the work and. payment of labor and materials. All work shall be performed in compliance with all Applicable Laws and by contractors bonded and duly licensed by the State of California. Work, once commenced., shall be diligently pursued until completion. The Owner performing the work shall defend, indemnify and hold the other Owners and their officers, directors, employees, members and agents harmless against any claims, liabilities; losses, liens and costs, including reasonable attorneys' fees, arising from the work. Notwithstanding the foregoing, in the event of an emergency which could result in imminent injury to any person or material damage to property, the Owner whose utility is affected may immediately commence appropriate work to address the emergency situation, secure the area and minimize the impact on the use of the Common Facilities and Exclusive Use Areas. Any additional work shall require the consent of the Owners Committee. 5.4. Owner's Reimbursement Responsibilities. If any maintenance to any of the Common Facilities and Exclusive Use Areas are required due to the intentional, negligent or non - ordinary acts or omissions of an Owner, or its Occupants or Permittees, then such Owner shall be obligated to pay actual and reasonable costs and expenses for such maintenance plus an oversite management fee equal to the greater of fifteen percent (15%) of the expense incurred or Five Hundred Dollars ($500) payable to the Maintaining Owner, and shall be obligated to reimburse the not -at -fault Owner(s) for actual and reasonable costs and expenses incurred by the not -at -fault Owner(s) for such maintenance within thirty (30) days of written demand therefore. The written demand shall contain a reasonably detailed description and costs of the required maintenance and the Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 11 Federal Credit Union acts or omissions of the Owner which caused or contributed to the damage. If the Owner fails to pay the reimbursement amount when due, any not -at -fault Owner(s) may bring an action in any court of appropriate jurisdiction to recover the amount due, interest at the rate of ten percent (10%) per annum (but not to exceed- the maximum authorized by law) until paid in full, and all collection costs, including reasonable attorneys' fees. If the at -fault Owner disputes its obligation to reimburse a not - at -fault Owner, the disputing Owner shall notify the not -at -fault Owner(s) in writing of its dispute no later than thirty (30) days after receipt of the demand and the dispute shall be resolved in accordance with the procedures in Article 9. If the Owner fails to provide the notice in a timely manner, the Owner shall be deemed to waive any right to dispute the demand under Article 9. 5.5. Maintaining Owners Failure to Maintain. If the Maintaining Owner fails to maintain the Common Facilities as required herein, then any Non -Maintaining Owner may notify the Owners Committee in writing of the need for maintenance, which notice shall contain a reasonably detailed description of the required maintenance. If the Maintaining Owner disputes any information in the repair request, the dispute shall be resolved in accordance with the alternative dispute resolution procedures in Article 9; provided that in an emergency situation which could reasonably result in imminent injury to any person or material damage to property, then any Owner may immediately proceed with the work to the extent reasonably necessary to remediate the emergency situation. 5.6. Graffiti. Maintaining Owner shall perform frequent and regular inspection for graffiti or damage or deterioration or failure, and reasonably prompt (or, in the case graffiti, within 48 hours) repainting or repair or replacement of all surfaces, fencing, walls, equipment, etc., as necessary. ARTICLE 6 Allocated Costs 6.1. Allocation of Shared Costs. Except as otherwise provided herein, costs of maintaining, repairing, and replacing the Common Facilities shall be shared by the Owners of Parcels 1, 2, 4 and 5 in proportion to the total square feet of each Parcel as compared to the total square feet of Parcels 1, 2, 4, and 5 combined (i.e. if Parcels 1, 2, 4 and 5 equal 10,000 feet and Parcel 1 is 2,000 feet, then Parcel 1 shall pay twenty-five percent (25%) of Shared Costs) and subject to the provisions of this Declaration. It is the intention and plan that Parcel 3 shall consist solely of Common Facilities for the benefit of Parcels 1, 2, 4 and 5, and as such shall not have allocated any Shared Costs. 6.2. Annual Budget. Not less than sixty (60) days prior to the commencement of each calendar year, the Maintaining Owner shall endeavor to deliver to the Owners Committee a budget setting forth the estimated Shared Costs as described in Section 6.1 for the next calendar year. The budget shall include a management fee for the Maintaining Owner at the market rate for such services in the Tustin -Irvine area ("Market Rate"), provided that such management fee shall not be less than Two Thousand Dollars ($2,000) per month and provided further that if the Maintaining Owner retains a third -party management company to perform the duties of the Maintaining Owner hereunder, the management fee shall be at the Market Rate and shall be paid to the third -parry management company. The management fee shall apply only to routine, recurring expenses. For non -routine, non-recurring expenses, the construction oversight fee shall be equal to the greater of fifteen percent (15%) of the expense incurred or Five Hundred Dollars ($500) payable to the Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 12 Federal Credit Union Maintaining Owner. If the Maintaining Owner fails for any reason to provide the budget, the budget for the next fiscal year shall be the same as the budget for the immediately preceding fiscal year, provided that it shall be increased for fixed costs and three percent (3%) shall be added for all other costs until such time as the current budget is provided, subject to dispute resolution in Article 9. If any Non -Maintaining Owner objects to any matter contained in the budget, then that Owner shall raise the objection at the annual meeting of the Owners Committee to review and approve the budget and any disagreement shall be settled in accordance with the provisions of Section 4.3. 6.3. Parent. Each Owner shall pay to the Maintaining Owner for deposit into the maintenance account, its share of the estimated Shared Costs on a monthly basis, based upon the budget, subject to being adjusted in arrears if actual expense differs. If payment is not made on or before five (5) days after notice of non-payment, a late charge in the amount of ten percent (10%) of the amount due shall be charged to the delinquent Owner. In addition, interest shall accrue on the unpaid balance at a rate of ten percent (10%) per annum (but not to exceed the maximLun rate permitted by law) until paid in full. Within one hundred and twenty (120) days following the end of each fiscal year, the Maintaining Owner shall furnish each Owner with a statement covering the fiscal year just expired, certified as correct by the Owners Committee, showing the total actual Shared Costs incurred in maintenance. If any Owner's share of such costs exceeds such Owner's payments, that Owner shall pay the Maintaining Owner the deficiency within thirty (30) days after demand. 6.4. Special Assessments. In addition to the estimated Shared Costs above, any Owner may propose to the Owners Committee, levying, in any fiscal year, a special assessment applicable to that year only for any of the purposes for which the Shared Costs may be levied, including without limitation, for the purposes of covering unanticipated costs of any construction, reconstruction, repair or replacement of capital improvements related to the Common Facilities it is maintaining hereunder. Any special assessment, if approved by the Owners Committee, shall be split evenly by the Owners of Parcels 1, 2, 4, and 5, and may be enforced in the same manner as the Shared Costs. 6.5. Collection of Shared Costs. (a) Personal Obli a tion. If any Owner fails to pay the amount due on a monthly basis within thirty (30) days of the receipt of notice of said failure (the "Defaulting Owner"), any Owner may bring an action in any court of appropriate jurisdiction for breach of the personal obligation to pay its share of the Shared Costs and in such action shall be entitled to recover the amount due, the late charge, any interest accrued thereon as provided in Section 6.3 and all costs of such action, including reasonable attorneys' fees. Except as otherwise provided in Section 6.3, the dispute resolution procedures set forth in Article 9 shall not apply in any action to collect payment from the Defaulting Owner and the Defaulting Owner may not raise the procedures as a defense in any such action. 6.6. Records. The Maintaining Owner shall maintain appropriate books and records regarding the applicable Shared Costs, including invoices, contracts and evidence of payment. Upon request, the Maintaining Owner shall provide access to the Non -Maintaining Owners Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 13 Federal Credit Union or their designated agents to the books and records (including the right to copy the books and records) during normal business hours no later than ten (10) calendar days following the written request for access. The Maintaining Owner shall not be required to provide such access more than once in a calendar year. ARTICLE 7 Insurance and Indemnity 7.1. Insurance. Unless otherwise decided by a majority vote of the Owners Committee, each Owner, at its sole cost and expense shall procure, pay for and keep in full force and effect the following insurance coverage covering itself and its hired agents; representatives, vendors, contractors and employees in connection with its ownership and operation of their respective Parcels at the minimum levels set out below: (a) Commercial General Liability (with coverage at least as broad as ISO form CG 00,0104 13) coverage shall be maintained in an amount not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury, personal injury, and property damage. (b) Automobile Liability (with coverage at least as broad as ISO from CA 00 01 10 13, for "any auto") coverage shall be maintained in an amount not less than $1,000,000 per accident for bodily injury and property damage. (c) Workers' Compensation coverage shall be maintained as required by State of California, in addition to Employer's Liability coverage in amounts not less than $1,000,000 each accident, $1,000,000 disease policy limit and $1,000,000 disease each employee. (d) Umbrella Liability coverage shall be maintained on a follow form basis in excess of Commercial General Liability, Automobile Liability and Employer's Liability coverage stated above in amounts not less than $2,000,000 annual aggregate and $2,000,000 per occurrence. Each Owner shall obtain endorsements to the required insurance with the following provisions: (i) The other Owners (including their officers, employees, and agents) shall be included as an additional insured (with the exception of Workers' Compensation), (ii) primary and non- contributory with respect to any insurance maintained by any other Owner, and (iii) provide thirty (30) days' prior written notice to the other Owner should the policy be canceled before the expiration date. All insurance companies providing coverage in relation to this Declaration shall be insurance organizations authorized by the Insurance Commissioner of the State of California. to transact the business of insurance in the State of California. Each Owner shall provide evidence of compliance with the insurance requirements listed above by providing certificates of insurance in a form approved by the Owners Committee. Prior to the policy expiration date of any insurance policy required by this Declaration, the affected Owner shall provide a substitute certificate of insurance. Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Aft 19 - 5-20-19 FINAL_ 14 Federal Credit Union Maintenance of insurance as specified in this Declaration shall in no way be interpreted as relieving an Owner of any responsibility whatsoever (including indemnity obligations under this Declaration), and the other Owner may carry, as its own expense, such additional insurance as it deems necessary. 7.2. Indemnitv. Each Owner shall indemnify, defend and hold the other Owners harmless of and from any and all loss, cost, damage, injury or expense (including without limitation reasonable attorneys' fees) arising by reason of (i) injury to or death of persons and/or damage to property occurring on such Owner's Parcel, except the claims resulting from the negligent or willful act or omission of the indemnified Owner or any Occupant, or contractor or other person permitted upon the Parcel of the indemnified Owner's Parcel, or (ii) claims of liens for work or labor performed, materials or supplies $irnished, arising out of, or in connection with use by the indemnifying Owner of the easements granted hereunder. ARTICLE 8 Casualty If Buildings or Exclusive Use Areas are damaged or destroyed from a risk covered or not covered by the insurance maintained by the Owner of that Parcel, then such Owner, to the extent permitted under existing Applicable Laws, shall (i) restore said Buildings and Exclusive Use Areas to substantially the same preexisting condition or (ii) restore the Parcel to a clean and orderly condition, free of debris and damaged material, in either case, within a commercially reasonable period of time after the casualty and without obstruction to any ingress and egress abilities of the Owners. ARTICLE 9 Dispute Resolution Procedures 9.1. Dispute Resolution Requirements. With the exception of disputes described in Article 4 and Section 6.5, any disputes, claims or controversy arising out of or related to this Declaration or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of applicability of this Declaration to arbitrate shall be resolved in accordance with the provisions of Article 9. 9.2. Negotiations. The Owners shall meet no later than ten (10) calendar days following receipt of written request to meet signed by any Owner and delivered to the other Owners. The Owners shall negotiate in an effort to resolve the dispute. 9.3. Binding; Arbitration. If the matter is not resolved through negotiation, the dispute, including the determination of the scope or applicability of this Declaration to arbitrate, shall be determined by arbitration before one arbitrator. The arbitration shall be administered by JAMS, its successors or any other alternative dispute resolution provider acceptable to the Owners, pursuant to the JAMS Rules and in accordance with the Expedited Procedures in those JAMS Rules or pursuant to JAMS Streamlined Arbitration Rules & Procedures if applicable or if elected by the Owners. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude Owners from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 15 Federal Credit Union ARTICLE 10 Amendments 10.1. Amendment Procedure. This Declaration may be amended, modified, altered, or terminated only with the written approval of the City and all of the Owners. The amendment shall be in writing, shall be signed by all the Owners certifying that the amendment was approved by the City and duly adopted by majority vote of the Owners. The amendment shall be effective when recorded in the official records of Orange County, California. ARTICLE 11 Miscellaneous 11.1. Mortgagee Protection. A breach of any of the terms, conditions, covenants or restrictions of this Declaration shall not defeat or render invalid the lien of any deed of trust or mortgage made in good faith and for value, but each such term, condition, covenant or restriction shall be binding upon and effective against any person who acquires title to, or any interest in, the Parcels. 11.2. Recordation of Declaration. This Declaration shall be recorded in the official records of Orange County, California, and shall serve as notice to all parties succeeding to the interest of the parties hereto that their use of the Parcels shall be benefited and/or restricted in the manner herein described. 11.3. Enforcement. Except as specifically limited by the terms of this Declaration, any Owner shall have the right to enforce, by proceedings at law or in equity, all conditions, covenants, easements, and restrictions now or hereafter imposed or created by the provisions of this Declaration, or any amendment thereto, including the right to prevent the violation of any such conditions, covenants, easements, or restrictions and the right to recover damages for such violation. 11.4. Cumulative Remedies. All rights, options, and remedies of the Owners under this Declaration are cumulative, and no one of them shall be exclusive of any other, and the Owners hereto shall have the right to pursue any one or all of such rights, options, and remedies, or any other remedy or relief which may be provided by law, whether or not stated herein. 11.5. No Waiver. Failure by any Owner hereto to enforce any covenant, condition or restriction herein contained, shall not be deemed a waiver of such right on any such future breach of the same or any other covenant, condition, or restriction contained herein. 11.6. Notices. Any notice that any Owner may desire to give must be in writing and may be given by personal delivery, by overnight courier delivery or by mailing the same by registered or certified mail, return receipt requested, to the parry to whom the notice is directed at the address of such party hereinafter set forth, or at such other addresses as the parties may hereinafter designate in writing. Any notice given by mail shall be deemed given ninety-six (96) hours after such notice is deposited in the United States Mail, addressed as provided, with postage fully prepaid; notice by overnight courier service (e.g., Federal Express) shall be deemed given the next business day after deposited with the courier service. Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 16 Federal Credit Union If to Maintaining Owner: If to any Owner other than Declarant: SchoolsFirst Federal Credit Union Attn: Legal Department 15442 Newport Avenue Tustin, California 92780 (address will be added after conveyance of Parcel by Declarant) If to Owners Committee: SchoolsFirst Federal Credit Union Attn: Legal Department 15442 Newport Avenue Tustin, California 92780 11.7. Covenants Running with the Land and Equitable Servitudes. The covenants, easements, restrictions, rights, duties, benefits and burdens contained herein constitute covenants running with the land under Civil Code section 1468 and equitable servitudes under common law that benefit and bind each Parcel and each Owner and successive owner thereto. Owners shall be liable under this Declaration only for defaults committed during the period the Owner held title to all or any portion of a Parcel and shall not be liable for any defaults committed by any predecessor or successor Owner unless assumed in writing. 11.8. Choice of Law. This Declaration is deemed to have been made in the State of . California, and its interpretation, its construction and the remedies for its enforcement or breach are to be applied pursuant to, and in accordance with the laws of the State of California for contracts made and to be performed therein. 11.9. Interpretation of Ambiguity. In the event of any dispute as to an ambiguity within this document, the document shall be construed by giving preference to any reasonable interpretation of the ambiguity offered by the Declarant. (Remainder of page intentionally left blank; signatures follow) Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL 17 Federal Credit Union IN WITNESS WHEREOF, Declarant has executed this Declaration as of the date first written above. DECLARANT SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union By: Name: Bill Cheney Title: President and Chief Executive Officer Name: Francisco Nebot Title: Chief Financial Officer (ALL SIGNATURES TO BE ACKNOWLEDGED) Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Aft 19 - 5-20-19 FINAL S-1 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, Date personally appeared (Insert Name and Title of the Officer) ame(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California. that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal. and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL S-2 Federal Credit Union LIST OF EXHIBITS Exhibit 1 Depiction of Parcels 1, 2, 3, 4 and 5 Exhibit 2 Depiction of Common Facilities Area Exhibit 3 To Be Created When and If Future Exclusive Area(s) Established Per Declaration Tustin - SchoolsFirst - Form of CC&Rs - Attachment 19 City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL List of Exhibits Federal Credit Union EXHIBIT 1 Depiction of Parcels 1, 2, 3, 4 and 5 Tustin - SchoolsFirst - Form of CC&Rs - Exhibit 1 to City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL Attachment 19 Federal Credit Union • I DEPICTION OF PARCELS 1, 2, 3, 4 AND 5 Parcel 2 Parcel 3 Parcel 4 o '159 -SCNE 1N FM Parcel 5 Tustin - S choolsFirst - Form of C C&Rs - Exbibit 1 to city of rustin / SchoolsFirst Aft 19 - 5-20-19 FINAL Attachment 19 Federal Credit Union -1- 11. Depiction of Common Facilities Area Tustin - SchoolsFirst - Form of CC&Rs - Exhibit 2 to City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL Attachment 19 Federal Credit Union Exhibit 2 DEPICTION OF COMMON FACILITIES SEE PAGE 2 ENHANCEMENT BUILDINGS COMMON FACILITIES i Tustin - SchoolsFirst - Form of CC&Rs - Exhibit 2 to City of Tustin / SchoolsFirst Aft 19 - 5-20-19 FINAL Attachment 19 Federal Credit Union -1- Exhibit 2 DEPICTION OF COMMON FACILITIES LEGEND BUILDINGS� COMMON oma_, Tustin - SchoolsFirst - Form of CC&Rs - Exhibit 2 to City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL Attachment 19 Federal Credit Union -2- EXHIBIT 3 To Be Created When and If Future Exclusive Area(s) Established Per Declaration Tustin - SchoolsFirst - Form of CC&Rs - Exhibit 3 to City of Tustin / SchoolsFirst Att 19 - 5-20-19 FINAL Attachment 19 Federal Credit Union ATTACHMENT 20 FORM OF LANDSCAPE INSTALLATION AND MAINTENANCE AGREEMENT CITY OF TUSTIN OFFICIAL BUSINESS REQUEST DOCUMENT TO BE RECORDED AND TO BE EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE 6103 AND 27383. Recording requested by and When recorded mail to: The City of Tustin 300 Centennial Way Tustin, CA 92780 Attn: Citv Manaaer SPACE ABOVE THIS LINE FOR RECORDER'S USE LANDSCAPE INSTALLATION AND MAINTENANCE AGREEMENT This LANDSCAPE INSTALLATION AND MAINTENANCE AGREEMENT ("Agreement") is entered into this _ day of , 20_ ("Effective Date") by and between the CITY OF TUSTIN, a municipal corporation ("City") and f{if no Assignment or Merge.) SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union ("SchoolsFirst') /[if Assignment or Merger.} ("SchoolsFirst "), successor in interest to ,SchoolsFirst Federal Credit Union, a federally chartered credit union)]. RECITALS A. The City and SchoolsFirst entered into (a) that certain Disposition and Development Agreement for SchoolsFirst Headquarters Project, dated as of _,2019 ("DDA") and (b)that certain SchoolsFirst Development Agreement dated as of 2019 and recorded on 320 in the official records of Orange County, California as Instrument No. ("Development Agreement"). B. SchoolsFirst is the owner of that certain real property described and depicted on Exhibit A (the "Parcels"), which includes the real property conveyed by the City to SchoolsFirst substantially concurrently with the execution of this Agreement pursuant to Quitclaim Deed recorded substantially concurrently with the recording of this Agreement ("Quitclaim Deed"), C. The City remains the owner of certain public right of way property depicted on Exhibit B ("City ROW Property") which is located adjacent to the Parcels. D. The City has approved certain entitlements with respect to the Parcels including the Development Agreement and a Concept Plan and Design Review approval ("Entitlements"). The DDA, the conditions of approval adopted by the City for the Entitlements ("Conditions") and the Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL 1 Federal Credit Union Development Agreement, require that SchoolsFirst install within the Landscape Areas (as defined below), among other things, certain landscape, hardscape, irrigation and other improvements (the "New Landscape Improvements") and maintain portions of the Landscape Improvements (as defined below). E. As additional consideration for the conveyance of real property by the City pursuant to the Quitclaim Deed to SchoolsFirst and in satisfaction of the Conditions, SchoolsFirst has agreed to execute this Agreement in order to provide for SchoolsFirst's maintenance of the Landscape Areas. This Agreement shall be a covenant running with the land and burdening the Parcels for the benefit of the portion of the Landscape Areas owned by the City and the City and its legal representatives, successors and assigns. NOW, THEREFORE, in consideration of the benefits conferred, the mutual covenants and conditions contained herein, and the duties and obligations incurred, the parties hereto agree as follows: AGREEMENT 1. Definitions. For purposes of this Agreement, the following capitalized terms shall have the following meanings: "Agreement" has the meaning set forth in the preamble to this Agreement. "Boundary Landscape Area" shall mean both the portion of the City ROW Property and the portion of the Parcels located between the back of curb on each public street adjoining the Parcels and the buildings or parking area, as each such land area is depicted. on Exhibit C as Boundary Landscape Area. "City" has the meaning set forth in the preamble to this Agreement. "City Indemnified Parties" shall mean the City and its appointed and elected officials, agents, attorneys, affiliates, employees, contractors, consultants and representatives. "City ROW Property" has the meaning set forth in Recital C. "Conditions" has the meaning set forth in Recital D. "DDA" has the meaning set forth in Recital A. "Default Interest Rate" shall mean an interest rate of eight percent (8%) per annum, compounded annually, but in no event in excess of the maximum legal rate. "Default Notice" has the meaning set forth in Section 11. "Development Agreement" has the meaning set forth in Recital A. "Effective Date" has the meaning set forth in the preamble to this Agreement. Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL 2 Federal Credit Union "Entitlements" has the meaning set forth in Recital D. "Entry Areas" shall mean the portion of the City ROW Property providing vehicular access to the Parcels at five locations along Valencia Avenue, Newport Avenue and Del Amo Avenue as depicted on Exhibit C as Entry Areas. "Landscape Areas" means the Boundary Landscape Area and the Entry Areas, collectively. "Landscape Improvements" shall mean any and all landscaping, irrigation and/or hardscape improvements, including utilities related to the foregoing and sidewalks, in each case, whether owned by the City or SchoolsFirst, existing within the Landscape Areas as of the Effective Date or to be constructed on the Landscape Areas as required by the Approved Project Plans, the Conditions or this Agreement, including, without limitation, the New Landscape Improvements. "New Landscape Improvements" has the meaning set forth in Recital D. "Owner Representatives" shall mean the officers, directors, employees, agents, representatives, consultants, contractors, and other persons accessing the Landscape Areas through or with the permission or under the direction or auspices of SchoolsFirst. "Parcels" has the meaning set forth in Recital B. "Project" means an approximately 180,000 square foot, three story office building housing the SchoolsFirst headquarters, a four level parking structure containing approximately 920 parking spaces, and a separate approximately 5,000 square foot building for limited retail purposes comprised of a retail branch for SchoolsFirst Members to be constructed on a portion of the Parcels and accompanying Improvements, including, without limitation, the Landscape Improvements, infrastructure and amenities to be constructed on the Parcels and the City ROW Property. "Quitclaim Deed" has the meaning set forth in Recital B. "SchoolsFirst" has the meaning set forth in the preamble to this Agreement. 2. Installation and Maintenance Obligations. (a) SchoolsFirst shall install the New Landscape Improvements upon the Landscape Areas, concurrently with its construction of the Project, in accordance with the requirements of the DDA, the Development Agreement and the Conditions. The New Landscape Improvements shall be installed in substantial conformity with the Approved Project Plans and the Conditions. SchoolsFirst shall provide, or cause its contractor to provide, bonds securing SchoolsFirst's obligations to construct the New Landscape Improvements. (b) Upon completion by SchoolsFirst of the construction of the New Landscape Improvements for all or any portion of the Landscape Areas, SchoolsFirst shall maintain, repair, replace and restore, at its sole cost and expense, the Landscape Improvements and the Landscape Areas, including, without limitation, all hardscape and paving materials upon Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL, 3 Federal Credit Union the Landscape Areas, in good condition and in the same aesthetic and sound condition or better as the condition of such improvements at the time of their acceptance by the City, excepting only reasonable wear and tear and any necessary replacement of Landscape Improvements pursuant to this Agreement, but excluding any standard perimeter public street sidewalks which shall be maintained by the City. For avoidance of doubt, the Landscape Improvements which SchoolsFirst shall maintain includes only the landscaping and irrigation portions of the Landscape Improvements constructed by SchoolsFirst pursuant to this Agreement, in place as of the Effective Date or later installed and whether owned by the City or SchoolsFirst. Any necessary replacements of Landscape Improvements shall be consistent with the Conditions and the quality of improvements originally approved by the City and shall in addition be subject to any applicable City review and approvals. (c) The obligations of SchoolsFirst under this Agreement shall include the obligation to install and maintain all utilities required to maintain the Landscape Improvements including, without limitation, water and electrical, at the sole cost of SchoolsFirst. 3. Standard of Maintenance. The standard for the quality of maintenance of the Landscape Areas and Landscape Improvements shall be met whether or not a specific item of maintenance is listed below. However, representative items of maintenance shall include: (a) proper maintenance of all Landscape Areas and Landscape Improvements such that they are evenly cut, evenly edged, reasonably free of bare and brown spots, debris, trash, litter, droppings and weeds; (b) maintenance, repair and replacement, on a regular schedule, of. landscaping, hardscaping, irrigation systems and. utilities; (c) frequent and regular inspection for graffiti or damage or deterioration or failure, and reasonably prompt repair or replacement of all surfaces, fencing, walls, lighted bollards, decorative pavement, equipment, etc., as necessary; (d) fertilizing, irrigating and replacing vegetation, as necessary; (e) use and replacement of vegetation in a type and amount as may reasonably be required to maintain the Landscape Areas in accordance with the Conditions and the Tustin Gateway Master Plan (RBF, 2011); (f) adequate maintenance of all Landscape Areas and Landscape Improvements such as not to be detrimental to public health, safety, or general welfare; and (g) regular and even trimming and pruning of all trees and shrubs so they do not impede vehicular or pedestrian traffic, do not intrude into neighboring properties, do not create nuisances to neighboring properties, including but not limited also to root pruning to eliminate exposed surface roots and damage to curbs and gutters, sidewalks, driveways, utilities and other structures or improvements. 4. Allocation of Maintenance Responsibilities. Maintenance responsibilities under this Agreement for the Parcels, the Landscape Areas and the Landscape Improvements (but excluding sidewalks) shall be vested in one entity which is a fee owner of the Parcels, or a portion thereof, at any given time during the term of this Agreement; provided that nothing in this Agreement shall preclude the fee owners from retaining a professional management or landscaping company to carry out the maintenance obligations hereunder. 5. Term. The term of this Agreement shall be perpetual, unless termination is consented to by the City, in its sole discretion. Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL 4 Federal Credit Union 6. Access. Subject to Section 4, the City hereby grants to SchoolsFirst and its successors and assigns owning fee title to all or any portion of the Parcels and their respective Owner Representatives authorization for installation of the new Landscape Improvements, maintenance, repair and replacement of Landscape Improvements and additional landscape and hardscape within the Landscape Areas to access and maintain the Landscape Areas in accordance with this Agreement. 7. Insurance. From and after the Effective Date, SchoolsFirst, at its cost, shall maintain public liability, general liability, and property damage insurance with a single combined liability of not less than $2,000,000 insuring against all liability of SchoolsFirst and the Owner Representatives arising out of or in connection with the presence, activities or work on or use of the Landscape Improvements and/or Landscape Areas or any act or omission to act of SchoolsFirst and/or the Owner Representatives with respect to the Landscape Areas and/or Landscape Improvements. In addition, SchoolsFirst shall provide, or cause to be provided, workers' compensation insurance meeting statutory limits for all persons employed by SchoolsFirst and all Owner Representatives in connection with obligations under this Agreement. The foregoing may be satisfied during the term of the DDA by insurance required thereby but shall not subtract from any insurance obligations of SchoolsFirst to City under the DDA. SchoolsFirst will furnish to City certificates of insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies and endorsements as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A -/VII" (if an admitted carrier) or A -/X (if offered by a surplus line broker). An ACORD certificate evidencing the foregoing and providing the following endorsements signed by the authorizedrepresentative of the underwriter and approved by City shall be delivered within seven (7) calendar days following the Effective Date of this Agreement and annually evidencing renewals of each policy. The endorsements shall provide as follows: (a) designate the City of Tustin and the Successor Agency to the Tustin Community Redevelopment Agency and their respective elected and appointed officials, agents, representatives and employees as additional insureds on the commercial general liability policies; (b) the commercial general liability insurance coverage shall be primary, and not contribute with any insurance or self-insurance maintained by City and (c) a waiver of subrogation for the benefit of the City. Such insurance will be on an "occurrence" not a "claims made" basis and will be prepaid on an annual basis. The procuring of such insurance and the delivery of policies, certificates or endorsements evidencing the same shall not be construed as a limitation of SchoolsFirst's obligation to indemnify City as set forth herein. 8. Indemnity. SchoolsFirst hereby agrees to protect, indemnify, defend and hold harmless the City Indemnified Parties from and against any and all claims, actions, damages, costs (including, without limitation, attorneys' and experts fees), injuries, or liability (collectively, "Claims" , arising out of or in connection with (a) the presence, activities or work on or use of the Landscape Improvements and/or Landscape Areas by SchoolsFirst and/or Owner Representatives; (b) any act or omission to act of SchoolsFirst and/or the Owner Representatives with respect to the Landscape Areas and/or Landscape Improvements; (c) entry onto the Landscape Areas by SchoolsFirst or the Owner Representatives in connection with this Agreement; and (d) bodily injury to or death of any person (including any employee or contractor of the City Indemnified Parties) or damage to or loss of use of property resulting from such acts or omissions of Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL 5 Federal Credit Union SchoolsFirst or any SchoolsFirst's Representative with respect to the Landscape Areas and/or Landscape Improvements; provided that the foregoing indemnity shall not apply to the extent of the active -negligence, willful misconduct or fraud of any of the City Indemnified Parties. Additionally, SchoolsFirst shall not be required to protect, indemnify, defend, and hold harmless the City for any Claims arising from City's negligent acts,, errors, omissions or willful misconduct in connect with City's maintenance obligations of the adjacent sidewalks and rights-of-way. The provisions of this Section shall survive the termination of this Agreement. 9. Mechanic's Liens. SchoolsFirst shall keep the Landscape Areas free and clear of any mechanics' liens or materialmen's liens. 10. Compliance with Laws. SchoolsFirst shall comply with all laws, regulations, conditions, or instructions affecting the Landscape Areas and the Landscape Improvements, including without limitation, those issued by the Environmental Protection Agency, or any federal, state, interstate, or local governmental agency having jurisdiction to abate or prevent pollution. The disposal of any toxic or hazardous materials within the Landscape Areas is specifically prohibited. Such regulations, conditions, or instructions in effect or prescribed by said Environmental Protection Agency, or any federal, state, interstate, or local governmental agency shall be complied with by SchoolsFirst. SchoolsFirst shall not discharge waste or effluent from the Landscape Areas in such a manner that the discharge will contaminate streams or other bodies of water or otherwise become a public nuisance. The foregoing shall not subtract from any environmental responsibilities of SchoolsFirst to City under the DDA. 11. City Remedies. In the event of a breach by SchoolsFirst of any provision of this Agreement, City may demand by written notice ("Default Notice") that the violation be cured. Except for utility service interruptions or similar emergencies which shall not require advance notice or cure periods hereunder, if SchoolsFirst does not cure the breach within twenty (20) calendar days after receipt of the Default Notice, or if such breach is of a kind which cannot reasonably be cured within twenty (20) calendar days, and SchoolsFirst does not within such twenty (20) calendar day period commence to cure such breach and diligently thereafter prosecute such cure to completion, then the City shall have the right, but not the obligation, to (i) institute legal action against SchoolsFirst for specific performance, injunction, declaratory relief, damages, or any other remedy provided by law or in equity, (ii) pay any sum owed by SchoolsFirst to the party entitled to such payment and/or (iii) enter upon the Parcels and the Landscape Areas and to summarily abate, remove or otherwise remedy any Landscape Improvement or other improvement, and/or repair or modify any Landscape Improvement or other improvement which violates the terms of this Agreement and/or perform any obligation of SchoolsFirst under this Agreement to be performed thereon and hold SchoolsFirst responsible for the cost thereof, and such cost, until paid, shall constitute a lien on the Parcels. SchoolsFirst shall pay to the City, within twenty (20) calendar days of written demand by the City (which demand is accompanied by appropriate supporting documentation), an amount equal to all costs and expenses incurred by the City in undertaking any of the actions permitted by the preceding sentence, including without limitation, third party costs and the City hourly wages and benefits reasonably allocable to the time expended by the City in taking such actions, together with interest thereon at the rate equal to the Default Interest Rate, from the date such costs and expenses were advanced or incurred by the City. The rights and remedies given to the City by this Agreement shall be deemed to be cumulative and no Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL 6 Federal Credit Union one of such rights and remedies shall be exclusive of any of the others, or of any other right or remedy at law or in equity which the City might otherwise have by virtue of a breach by SchoolsFirst under this Agreement, and the exercise of one such right or remedy by any the City shall not impair the City's standing to exercise any other right or remedy. 12. Estoppel Certificate. Each party hereby covenants that within thirty (30) calendar days of the written request of any other party it will issue to such other party an estoppel certificate stating; (a) whether the party to whom the request has been directed knows of any breach under this Agreement and if there are known breaches, specifying the nature thereof; (b) whether to its knowledge this Agreement has been assigned, modified, or amended in any way (and if it has, then stating the nature thereof); and whether to the party's knowledge this Agreement is as of that date is in full force and effect, provided that in no event shall an estoppel certificate be requested more often than annually. 13. Excuse for Non -Performance. Each party shall be excused from performing any obligation or undertaking provided in this Agreement except any obligation to pay any sum of money under the applicable provisions hereof, in the event and so long as the performance of any such obligation is prevented or delayed, retarded, or hindered by act of God, fire, earthquake, floods, explosion, actions of the elements, war, invasion, insurrection, riot, mob violence, sabotage, inability to procure or general shortage of labor, equipment, facilities, materials, or supplies in the ordinary course on the open market, failure of normal transportation, strikes, lockouts, action of labor unions, condemnation, requisition, laws, orders of governmental or civil or military authorities. 14. Effect on Third Parties. Except as herein specifically provided, no rights, privileges or immunities conferred upon the parties to this Agreement shall inure to the benefit of any person or entity not a party to this Agreement, and no person or entity shall be deemed to be a third -party beneficiary of any of the provisions contained herein. 15. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof. Prior agreements, representations, negotiations, and understandings of the parties hereto, oral. or written, express or implied, are hereby superseded and merged herein. 16. Modification. This Agreement may not be modified in any respect or rescinded, in whole or in part, except by an instrument in writing, duly executed and acknowledged by the parties hereto, or their successors or assigns that are the record fee owners of the Landscape Areas. Any change, modification, amendment or rescission which is made without the written consent of such owners shall be null and void and of no effect. No consent or approval of any owner other than those owners described in the first sentence of this Section 16 shall be required in order to modify or amend any provisions of this Agreement. 17. Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL 7 Federal Credit Union conditions or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 18. Governing Law. This Agreement and the obligations of the parties hereunder shall be interpreted, construed, and enforced in accordance with the laws of the State of California. 19. Waiver and Breach. The waiver by one party of the performance of any provision of this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by it of any other provision under this Agreement or of any subsequent breach by the other party of the same provision. 20. References to Sections Clauses and Exhibits. Unless otherwise indicated, references in this Agreement to sections, clauses and exhibits are to the same contained in or attached to this Agreement and all exhibits referenced in this Agreement are incorporatedin this Agreement by this reference as though fully set forth in this Section. 21. Counterparts. This Agreement may be executed in one or more counterparts. All counterparts so executed shall constitute one agreement, binding on all parties, even though all parties are not signatory to the same counterpart. 22. Runs With the Land; Release and Termination; Assignment. This Agreement and the terms, provisions, promises, covenants and conditions hereof shall constitute equitable servitudes and covenants running with the land comprising the Parcels and shall burden the Parcels and shall be binding upon SchoolsFirst and its legal representatives, successors and assigns for the benefit of the portions of the Landscape Areas owned by the City and the City and its legal representatives, successors and assigns. All references in this Agreement to "City' and "SchoolsFirst" shall include the respective representatives, successors and assigns of each. This Agreement and all. the terms, covenants and conditions herein contained shall be enforceable as equitable servitudes in favor of the Boundary Landscape Area and the Entry Areas and any portion thereof. In the event of a conveyance by SchoolsFirst of its fee interest any or all of the Parcels, the obligations and liabilities of SchoolsFirst under this Agreement shall be binding upon the successor fee owner of the Parcels, provided that SchoolsFirst shall be released from all obligations and liabilities under this Agreement accruing from and after the date of the conveyance only upon a conveyance by SchoolsFirst of all of the Parcels and further provided that any such release shall be applicable only to the extent provided. in the DDA or, if then applicable, the Certificate of Compliance recorded against the Parcels. If at any time, there is more than one fee owner of the Parcels, the obligations of the fee owners of such parcels under this Agreement with respect to the performance of any duties and. obligations shall be joint and several. [signature page follows] Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Aft 20 - 5-17-19 FINAL 8 Federal Credit Union IN WITNESS WHEREOF, the City and SchoolsFirst have signed this Agreement as of the date first set forth above. CITY OF TUSTIN: Dated: By: ATTEST: By: Erica N. Yasuda City Clerk APPROVED AS TO FORM By: David E. Kendig City Attorney Armbruster Goldsmith & Delvac LLP Special Real Estate Counsel to the City By: Amy E. Freilich Matthew S. West City Manager SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union M. Name: Bill Cheney Title: President and Chief Executive Officer Name: Francisco Nebot Title: Chief Financial Officer Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL S-1 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On Date personally appeared before me, (Insert Name and Title of the Officer) Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL S-2 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, Date (Insert Name and Title of the Officer) personally appeared Name(s) of Signer(s) who proved. to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature; Signature of Notary Public Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL S-2 Federal Credit Union CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _ On before me, Date personally appeared (Insert Name and Title of the Officer) Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capaeity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal and/or Stamp above Signature: Signature of Notary Public Tustin - SchoolsFirst - Form of Landscape Install Attachment 20 City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL S-2 Federal Credit Union EXHIBIT A LEGAL DESCRIPTION AND DEPICTION OF PARCELS [Attached] Tustin - SchoolsFirst - Form of Landscape Install Exhibit A to City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL Attachment 20 Federal Credit Union HEADQUARTERS PARCEL: BEING ALL OF PARCEL 6, OF PARCEL MAP NO. 2010-127, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 371, PAGES 25 THROUGH 29 INCLUSIVE, OF PARCEL MAPS, RECORDS OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH PORTIONS OF PARCELS 1 AND 2 OF LOT LINE ADJUSTMENT NO. 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT N0, 2014000307038, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF PARCEL 3 OF LOT LINE ADJUSTMENT NO. 90-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED AUGUST 31, 1990 AS INSTRUMENT NO. 90-466900, OF OFFICIAL RECORDS. TOGETHER WITH A PORTION OF THE "OLD" DEL AMO AVENUE EASEMENT ABANDONED AND VACATED BY THE CITY OF TUSTIN PER RESOLUTION N0, 17-20, RECORDED DECEMBER 11, 2017 AS INSTRUMENT NO. 2017000530760, OF OFFICIAL RECORDS, ALL MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 6, SAID POINT ALSO BEING ON THE EASTERLY LINE OF NEWPORT AVENUE AND THE SOUTHERLY LINE OF DEL AMO AVENUE AS SHOWN ON SAID PARCEL MAP; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 6, NORTH 52025'08" EAST 36.61 FEET TO THE BEGINNING OF A NON—TANGNET CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 620.72 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 06047'40" WEST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 318.85 FEET THROUGH A CENTRAL ANGLE OF 29025'55' TO THE BEGINNING OF A NON—TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 542.42 FEET, A RADIAL LINE TO SAID POINT SOUTH 21°28'27' EAST; THENCE EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 32.52 FEET THROUGH A CENTRAL ANGLE OF 03026'07"; THENCE SOUTH 24054'35" EAST 46.55 FEET; THENCE SOUTH 50°11'11" EAST 84.43 FEET; THENCE SOUTH 39048'49" WEST 156.13 FEET; THENCE SOUTH 50011'11" EAST 10.67 FEET; THENCE SOUTH 39048'49" WEST 321.58 FEET; THENCE NORTH 50011'11" WEST 10.67 FEET; THENCE SOUTH 39°48'49" WEST 260.36 FEET; THENCE NORTH 65°29'30" WEST 137.29 FEET TO A POINT ON A NON—TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1512.30 FEET, SAID CURVE BEING SAID EASTERLY LINE OF NEWPORT AVENUE, A RADIAL LINE TO SAID POINT BEARS SOUTH 65°26'31" EAST; THENCE NORTHERLY ALONG SAID CURVE AN ARC DISTANCE OF 389.38 FEET THROUGH A CENTRAL ANGLE OF 14045'07'; THENCE NORTH 09048'22" EAST 159.02 FEET TO THE POINT OF BEGINNING. CONTAINS: 184,283 SQ. FT. — 4.230 ACRES PARKING PARCEL: BEING A PORTION OF PARCEL 2 OF LOT LINE ADJUSTMENT NO. 2013-03, IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS DESCRIBED AND SHOWN ON THE DOCUMENT RECORDED JULY 31, 2014 AS INSTRUMENT NO. 2014000307038, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING A POINT ON THE EASTERLY LINE OF SAID PARCEL 2, SAID POINT BEING NORTH 39°48'49" EAST 25.74 FEET FROM THE SOUTHEASTERLY CORNER OF SAID PARCEL 2; THENCE NORTH 50011'11" WEST 250.67 FEET; THENCE NORTH 39048'49" EAST 52.21 FEET; THENCE SOUTH 50011'11" EAST 10.67 FEET; THENCE NORTH 39048'49" EAST 321.58 FEET; THENCE NORTH 50°11'11" WEST 10.67 FEET; THENCE NORTH 39°48'49" EAST 52.21 FEET; THENCE SOUTH 50°1 1'11" EAST 250.67 FEET TO A POINT ON SAID FA4TFR1 Y I INF nF cein PARCEL 2; THENCE SOUTHERLY ALONG SAID EASTERLY LINE, SOUTH 39048'49" WEST POINT OF BEGINNING. CONTAINS: 103,365 SQ. FT. — 2.373 ACRES ws DEN & CIVIL, ENGINEERS - LAND SURVEYORS - PLANNER,SOCIATES 2552 WHITE ROAD, SUITE B - IRVINE, CA 92614-623E (949) 660-0110 FAX: 660-0418 Tustin - Sc oo sFirst - orm of Lan scape Install Exhibit A to 426.00 FEET TO THE ✓ SHEET 1 OF 2 and Maint Agreement - Att 20 - 5-17-19 FINAL Attachment 20 Federal Credit Union -1- CURVE TABLE CURVE DELTA RADIUS LENGTH C1 14045'07' 1512.30' 389.37' C2 29025'55" 620.72' 318.85' C3 03°26'07" 542.42' 32.52' 150 75 p 150 SCALE IN FEET 1 INCH = 150 FEET 9 r - i P0?��30 6;'���is% `§ P1\1Jp 871/-25-20 _ ^ 140ATED) OLD UF: A1\1JJ AVE�JNUr HEADQUARTERS PARCEL —1---1"3WFT--- r 4.230 ACRES �i � 1 � 1 l 1 208.15' f 'r L7 31'.7 1 tC:) "I PARKING PARCEL "' 103,356 SQ. FT. o f1� 1 2.373 ACRES A. T. & S. F. RAILROAD ASDEN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS S®C.'IATESr 2552 WHITE ROAD, SUITE B • IRVINE, CA 92614-6236 1 (949) 660-0110 FAX: 660-0418 - J1+1WWW' 11 J1 - Exhibit A to C)?k �-1 LFN �3 rb 1 SHEET 2 OF 2 and Malnt Agreement - Att 20 - 5-17-19 FINAL Attachment 20 Federal Credit Union -2- LINE TABLE LINE BEARING DISTANCE L1 N 09048'22" E 159.02' L2 N 52°25'08" E 36.61' L3 N 24054'35" W 46.55' L4 N 50011'11" W 84.43' L5 N 39°48'49" E 156.13' L6 N 50011 111" W 10.67' L7 N 39048'49" E 321.58' L8 N 39048'49" E 260.36' L9 N 65029'30" W 137.29' L10 N 50011'11" W 250.67' L11 N 39049'30" E 426.00' L12 N 80°42'32" W 116.69' 9 r - i P0?��30 6;'���is% `§ P1\1Jp 871/-25-20 _ ^ 140ATED) OLD UF: A1\1JJ AVE�JNUr HEADQUARTERS PARCEL —1---1"3WFT--- r 4.230 ACRES �i � 1 � 1 l 1 208.15' f 'r L7 31'.7 1 tC:) "I PARKING PARCEL "' 103,356 SQ. FT. o f1� 1 2.373 ACRES A. T. & S. F. RAILROAD ASDEN & CIVIL ENGINEERS - LAND SURVEYORS - PLANNERS S®C.'IATESr 2552 WHITE ROAD, SUITE B • IRVINE, CA 92614-6236 1 (949) 660-0110 FAX: 660-0418 - J1+1WWW' 11 J1 - Exhibit A to C)?k �-1 LFN �3 rb 1 SHEET 2 OF 2 and Malnt Agreement - Att 20 - 5-17-19 FINAL Attachment 20 Federal Credit Union -2- EXHIBIT B DEPICTION OF CITY ROW PROPERTY [Attached] Tustin - SchoolsFirst - Form of Landscape Install Exhibit B to City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL Attachment 20 Federal Credit Union PA EXHIBITS EOF6 F� EXHIBITS�\ PAGE40F6 15222 DEL AMO AVE EXHIBITSPAGE 3 OF 6 PAGE20FB / 15442 NEWPOR6'AVE / \ I 1 \ %r \ SITE PIAN -CITY OF TUSTIN R.O.W. Tustin - SchoolsFirst -Form of Landscape Install and Maint Agreement - Att 20 - 5-17-19 FINAL EXHIBIT PAGE 6 OF EXHIBITS PAGE OF s 1286 EOINGERAVE\\ � 6ITE PLAN -CITY OFTUSTIN R O W SCHOOLSAR5T '.,j' Exhibit B to City of'lustin 7"SclioolsFirst Attachment 20 Federal Credit Union -1- NORTH NOTTO SCALE � LEGEND `\-RIGHT OFWAY LINE - -MATCHLINE �M RIGHT OFWAY AREA EXHIBIT B: DEPICTION OF CITY �o R.O.W. PROPERTY \ PAGE IOF6 \� SMITHGMP � 6ITE PLAN -CITY OFTUSTIN R O W SCHOOLSAR5T '.,j' Exhibit B to City of'lustin 7"SclioolsFirst Attachment 20 Federal Credit Union -1- -2- B RTH NOTTO SCALE LEGEND - RIGHT OF WAY UNE MATCHLINE 2 RIGHT OF WAYAREA EXHIBIT B: PICTION OF CITY O.W. PROPERTY PAGE 2 OF 6 SMI"GRNP CHOOLSFMST J 7MMolsFirst Credit Union NORTH NOT TO SCALE LEGEND --^- RIGHT' OF WAY LINE - -MATCHLINE 22K2 RIGHT OF WAY AREA EXHIBIT B: DEPICTION OF CITY / R.O.W. PROPERTY 0 PAGE 3 OF 6 J SMITHGROUP cmoFrusnNX95�i o� pp1 ��� 6FonnofLandsca eInstall scHoazsrMT P Exhibit B to City of Tustin`% RH&IsFirst and Mamt Agreement - Att 20 - 5-17-19 FINAL Attachment 20 scaLE: N.rsFederal Credit Union -3- ------ ------------------------------------------ ! ____ I / 1 I 1 II r 1 ij � rl Ij p I 1 I I 2 1 I 1^ I I I I 11 I 1 I�FCy i 1 F 1 I j FJ I I aF6 1 I 1 I 1 1 i II i� 1 1, I I I / l Ir , it I �F 6 15222 DEL AMO AVE NOR H NOT TO SCALE LEGEND .-.RIGHT OF WAY LINE --MATCHLINE 0 22 RIGHT OFWAY AREA EXHIBIT B: DEPICTION OF CITY R.O.W. PROPERTY PAGE 4 OF 6 SM"GROUP GrnGFTuST7P5 SiigL,+R pjwpj*YY �9 y Form of Landscape Install scsHoorsx°aLsr j o P Exhibit B to City of Tustin % Sc'hoolsFirst and Maint Agreement - Att 20 - 5-17-1.9 FINAL Attachment 20 ""Federal Credit Union -4- NORTH NOTTO SCALE LEGEND -—RIGHT OFWAY LINE ——MATCHLINE 0212 RIGHT OF WAY AREA EXHIBIT B: DEPICTION OF CITY R.O.W. PROPERTY PAGE 5 OF G SMMIGRRUP ScE[00rS rSTJ of Tustin 7"MiioolsFirst 'F'ederal Credit Union -5- NORTH NOT TO SCALE LEGEND -••- RIGFfi OF WAY LINE --MATCHLINE =, RIGHT OF WAYAREA EXHIBIT B: DEPICTION OF CITY R.O.W. PROPERTY PAGE 6OF6 SMITHCROUP 0 clnoFTusTI �Sii u R�€ p}al �� c Form of Landscape Install scHOOL'Fur r j Exhibit B to Ci of Tustin7"S'cW6olsFirst and Maint Agreement - Att 20 - 5-17-14 FINAL Attachment 20 —.1 Federal Credit Union -6- EXHIBIT C DEPICTION OF LANDSCAPE AREAS [Attached] Tustin - SchoolsFirst - Form of Landscape Install Exhibit C to City of Tustin / SchoolsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL Attachment 20 Federal Credit Union LANDSCAPE / / ��yF• ENLARGEMEM PAGE 5 9F1 LANDSCAPE ENLARGEMENT- PAGE 4 OF I ,,... "• � f _ 152220ELAMO AVE LANDSCAPE ENL MENT- PAGEGEOF630F6 � / / I 15332 NEWPORT AVE 15336 NEWPORTAVE wu / AkT 5432N ORTAV- r LANDSCAPE ENLARGEMENT. ENT. �O'NC \ \ / OF 6 LANDSCAPE \ FR \ ENLARGEMENT- /' / \�\- 9�•�.,`\ \/ PAGE 6 OF6' / / \ / 7200 EDINGER AVE \ LANDSCAPE 15442 NEWPORT AVE EN PAE GE H NOT TO SCALE LEGEND �••-RIGHT OF WAY LINE -MATCHLINE S2�Z BOUNDARY LANDSCAPE AREA ENT RYAREA EXHIBIT C: ,° DEPICTION OF eh LANDSCAPE AREAS o PAGE I OF 6 WMEROUP SITE PLAN -PART A .. OSITE PLAN-PRRTB SCHOOL3Fii1S'PJ' Tustin - SchoolsFirst - Form of Landscape Install Exhibit C to City of Tustin `r'SbWdblsFirst and Maint Agreement - Att 20 - 5-17-19 FINAL Attachment 20 Federal Credit Union -1- jTAVgjpNT.$jgp&I,,First - Form of: and Maint Agreement - Att 20 - u D D NORTH NOT TO SCALE LEGEND RIGHTOFWAYLINE —MATCHLINE &7_T BOUNDARY LANDSCAPE AREA ENTRY AREA EXHIBIT C: DEPICTION OF LANDSCAPE AREAS PAGE 2 OF 6 SMITHGRW SCxoocS:�rasr J' --E-tubit C to City of Tust n T`SclioolsFirst Attachment 20 ""Federal Credit Union -2- -3- D RTH NOTTOSCALE LEGEND -RIGHT OF WAY LINE -MATCHLINE �3 BOUNDARY LANDSCAPE AREA �ENTRY AREA EXHIBIT C: DEPICTION OF NDSCAPE AREAS PAGE 3OF6 SMITH6R®UP •sexootis�sxsxJ' Credit Union ---------- -------- 15222 DEL AMO AVE ' _ r r 15332NEWPORTAVE I II I OA F / II r - II I I oFirst - F dscaoe Install Rvh;h,+ r + and Maint Agreement - Att 20 - 5-17-19 FINAL Attachment 20 -4- NORTH 4- NOR H NOT TO SCALE EGEND " \ RIGHTOLINE -MATCHLINEINE Pz ,S BOUNDARY LANDSCAPEAREA ENTRY AREA EXHIBIT C: DEPICTION OF 15339 NEWPORT AVE LANDSCAPEAREAS PAGE 4 OF 6 SMMTNGROUP Scaoors -uis-° 31 of Tustin 7�90"o'olsFirst ' Federal Credit Union s 44 O \ E. s 15222 DEL AMO AVE \ NOR NOTTOSCALE LEGEND i / —^— RIGHT OF WAY LINE —MATCHUNE /�/ A<R7� BOUNDARY LANDSCAPE AREA ENTRY AREA EXHIBIT C: DEPICTION OF LANDSCAPE AREAS PAGE 5OF6 15336 NEWPORT AVE / SMITHGRWP LANDSCAPE EN kl r. 96116First - Form of Landscape Ins a 1 �' ' ' SCHOOLSFw—J, O P Exhibit C to City of Tu tin'I'StUbbIsfirst and Mamt Agreement - Att 20 - 5-17-19 FINAL Attachment 20 �` `Fed ral Credit Union -5- 1200 EDINGERAVE / V LANDSCAPE ENT�AIA& r- o&First - Form of Landscape Install and Maint Agreement - Att 20 - 5-17-19 FINAL Me Attachment 20 -6- NOR H NOT TO SCALE LEGEND --RIGHT OFWAY LINE --MATCHLINE ,- BOUNDARY LANDSCAPE AREA -'ENTRYAREA EXHIBIT C: DEPICTION OF LANDSCAPE AREAS PAGE 60F6 SMITHMI MP S?001'6" 5x _.j niScfi iTi`rst 'al Credit Union ATTACHMENT 21 FORM OF LEGAL OPINION (GUARANTY) ,20_ City of Tustin, California ("City") 300 Centennial Way Tustin, CA 92780 Re: Guaranty Agreement made by Guarantor (as defined herein) in favor of City dated as of , 20i ( "Guaranty") Ladies and Gentlemen: We represent SchoolsFirst Federal Credit Union, a federally chartered credit union ("Guarantor"), in connection with the Guaranty (as defined above). In connection with this opinion we have examined and relied upon copies of each of the following: 1. Charter of SchoolsFirst Federal Credit Union No. 24212 dated as of , 20_ as amended by Amendment[s] dated as of [February 20, 2018 and [insert dates of all amendments]] filed with the National Credit Union Administration. 2. Certified copy of Certificate of Restated Bylaws dated , 20_, certified by the Secretary of Guarantor as amended by amendments dated as of [insert dates of all amendments] and [insert certificate or proof of active good standing as federal credit union SchoolsFirst can provide]. 3. [Describe proceedings authorizing the Guaranty] dated as of , 20—. 4. The Guaranty. All assumptions stated herein have been made based upon appropriate certifications of parties purporting to have knowledge of the facts and we are not aware of any inconsistent information. We have assumed the genuineness of all signatures except for those signatures on the Guaranty of the persons signing the Guaranty, on behalf of the Guarantor, and the signature of Guarantor on the Guaranty. We also have assumed the authenticity and completeness of all items submitted to us as originals, the conformity with originals of all items submitted to us as copies, and the accuracy and completeness of all records made available to us by Guarantor. We have assumed that any certificate or other document on which we have relied that was given or dated earlier than the date of this letter continued to remain accurate insofar as relevant to our opinions Tustin - SchoolsFirst - Form of Legal Attachment 21 City of Tustin / SchoolsFirst Opinion - Att 21 - 5-13-19 FINAL 1 Federal Credit Union City of Tustin 20 Page 2 from such earlier date through, and including the date of this letter. In making our examination of the Guaranty, we have assumed: that City was in legal existence and had the power to accept the Guaranty, and that any person acting on behalf of the City was duly authorized to act in that capacity; the conduct of the City in connection with the transaction has complied with any requirement of good faith, fair dealing and conscionability; and the City and any agent acting for the City in connection with the transaction have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the transaction. We have assumed the legal capacity of natural persons. We have assumed that there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, or qualify the terms of the Guaranty. We have assumed that there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence. Based upon and subject to the foregoing and any further qualifications set forth below, we are of the opinion that: (a) Guarantor is a federally chartered credit union validly existing and in good standing under federal and state laws applicable to federally chartered credit unions and authorized to do business in the State of California. Guarantor has full (corporate) power and authority to enter into and perform its obligations under the Guaranty. Guarantor has duly registered to transact intrastate business as a foreign corporation in {and is in good standing in) the State of California. (b) The execution, delivery and performance of the Guaranty and the Guarantor Certificate have been duly authorized by all requisite {corporate) action of Guarantor, and the Guaranty and the Guarantor Certificate have been duly executed and delivered by Guarantor. (c) The Guaranty constitutes the valid and. binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms. (d) Guarantor's execution and delivery of the Guaranty and Guarantor's performance and observance of and compliance with the provisions of the Guaranty does not conflict with or result in a violation of Guarantor's charter or bylaws. The opinions expressed in paragraph (c) above is subject to each of the following further qualifications: (i) Our opinion is subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally. Tustin - SchoolsFirst - Form of Legal Attachment 21 City of Tustin / SchoolsFirst Opinion - Aft 21 - 5-13-19 FINAL 2 Federal Credit Union City of Tustin Page 3 20 (ii) The enforceability of the Guaranty is subject to limitations imposed by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) We advise you of California statutory provisions and case law to the effect that a guarantor may be discharged, in whole or in part, if the beneficiary of the guaranty alters the obligation of the principal, fails to inform the guarantor of material information pertinent to the principal or any collateral, elects remedies that may impair either the subrogation or reimbursement rights of the guarantor against the principal or the value of any collateral, fails to accord the guarantor the provisions afforded a debtor under Division 9 of the California UCC or otherwise takes any action that materially prejudices the guarantor, unless in any such case, the guarantor has effectively waived such rights or the consequences of such action or has consented to such action. See, e.g., California Civil Code Section 2799 through Section 2855; California Uniform Commercial Code § 9-602, Sumitomo Bank of California v. Iwasaki, 70 Cal. 2d 81, 73 Cal. Rptr. 564 (1968); Union Bank v. Gradsky, 265 Cal. App. 2d 40, 71 Cal. Rptr. 64 (1968). While California Civil Code Section 2856, and case law, provide that express waivers of a guarantor's right to be discharged, such as those contained in the Guaranty, are generally enforceable under California law, we express no opinion regarding the effectiveness of the waivers in the Guaranty. (iv) Certain provisions of the Guaranty may not be enforceable; nevertheless, subject to the limitations expressed elsewhere in this opinion letter, upon the material breach by Guarantor of its obligations thereunder, such unenforceability will not preclude the City from recovering from Guarantor, in accordance with applicable law, such damages as were proximately caused by such breach. Our examination of law relevant to the matters herein is limited to the laws of the State of California and federal law. We have not made an independent review of the laws of any state other than California. You also should be aware of the following provisions of California law, to which the opinions expressed in this opinion letter are subject: A. Section 726 of the California Code of Civil Procedure (the "Civil Procedure Code") provides that any action to recover on any debt or other right secured by a mortgage or deed of trust on real property must comply with the requirements of such Section, which requirements relate to and specify the procedures for the sale of encumbered property, the application of sale proceeds, the rendition in certain cases of a deficiency judgment and other related matters. We advise you that in such action or proceeding, whether judicial or extrajudicial, the debtor may involve the Tustin - SchoolsFirst - Form of Legal Attachment 21 City of Tustin / SchoolsFirst Opinion - Att 21 - 5-13-19 FINAL 3 Federal Credit Union City of Tustin Page 4 FIN "affirmative defense" aspect of Section 726 and require that the creditor exhaust all its security before a.personal judgment may be obtained against the debtor for a deficiency. We also advise you that failure to comply with the provisions of Section 726 (including, without limitation, an attempt to exercise a right of setoff with respect to any funds of Borrower which may be deposited with you from time to time and with respect to which you do not hold a valid security interest) may result in the loss of your rights with respect to the real property collateral and, under certain circumstances, the loss of your right to a deficiency judgment. B. Section 580b of the Civil Procedure Code provides that no deficiency judgment shall be rendered upon a purchase -money obligation in favor of the vendor arising from the sale of real property where such purchase -money obligation is secured by a lien on the real property purchased from the vendor, or in favor of a lender where the proceeds of the loan are used to purchase a one -to -four family dwelling occupied entirely or in part by the borrower and where such loan is secured by a lien on such dwelling. C. Section 580d of the Civil Procedure Code provides that no deficiency judgment shall be rendered upon a note secured by a deed of trust or mortgage on real property after a sale of the real property pursuant to a power of sale contained in such deed of trust or mortgage. This opinion letter is furnished by as as counsel for Guarantor solely in connection with the Guaranty and may be relied upon only by you and by transferees of the Guaranty and solely in connection with the Guaranty. Our opinion letter may not be used, quoted from, referred to or relied upon in whole or in part by you or by any other person for any other purpose, nor may copies be delivered to any other person, without our prior written consent in each instance. We shall have no obligation to revise or reissue this opinion letter with respect to any change in law or any event, fact, circumstance or transaction which occurs after the date hereof. This opinion letter and the opinions it contains shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association's Business Law Section as published in 53 Business Lawyer 831 (May 1998). Very truly yours, Tustin - SchoolsFirst - Form of Legal Attachment 21. City of Tustin / SchoolsFirst Opinion - Att 21 - 5-13-19 FINAL 4 Federal Credit Union ATTACHMENT 22 FORM OF PARKING LICENSE AGREEMENT PARKING LICENSE AGREEMENT FOR USE OF PROPERTY LICENSE NUMBER TBD THIS PARKING LICENSE AGREEMENT ("AGREEMENT") CONTAINS A LICENSE TO USE CITY OF TUSTIN PROPERTY HEREIN DESCRIBED AND IS ISSUED BY THE CITY OF TUSTIN, AS THE PROPERTY'S DEED HOLDER FOR THE PURPOSE HEREIN SPECIFIED UPON THE TERMS AND CONDITIONS SET FORTH BELOW, THE GENERAL PROVISIONS AND ANY SPECIAL CONDITIONS ATTACHED HERETO. BY THE EXECUTION HEREOF THE LICENSEE AGREES TO COMPLY WITH ALL SUCH TERMS, CONDITIONS AND GENERAL PROVISIONS. 1. PROPOSED ACTIVITY 2. DATES COVERED (inclusive) Parking of operable vehicles and equipment storage. FROM ("Start Date') Storage of inoperable vehicles is prohibited (see also TO: 1st Anniversary of Start Date Section 12.15 below). *Unless otherwise specified in Section 11.2 3. DESCRIPTION OF PROPERTY Portion of fenced lot located on a portion of 430-251-22 and 23 as shown on and more fully described on Exhibit A-1 and depicted on Exhibit A-2 attached hereto and made a part hereof "License Area"). 4. PURPOSE OF LICENSE As specified in Section 1 above support the SchoolsFirst Headquarters construction project. 5. LICENSOR 5a. AUTHORIZED REPRESENTATIVE City of Tustin Matthew S. West, City Manager 300 Centennial Way 300 Centennial Way, Tustin, CA 92780 Tustin, CA 92780 714 573-3012 6. LICENSEE 6a. AUTHORIZED REPRESENTATIVE SchoolsFirst Federal Credit Union Name, Title: Christina Quintero, Vice President — Facilities Services 1200 Edinger Avenue Phone: (714) 258-7444 Tustin, CA 92780 Email: c uintero schoolsfirstfcu.or 7. CASH PAYMENT BY LICENSEE (Payable in advance) 7a. AMOUNT 7b. FREQUENCY 7c. FIRST DUE DATE 7d. TO: PAYMENTS DUE City of Tustin, Attn: Finance Department $11,400 Monthly Start Date 300 Centennial Way, Tustin, CA 92780 *subject to Section 12.16 and 12.17 below 8. REFUNDABLE SECURITY DEPOSIT— $10,000.00 9. INTENTIONALLY DELETED 10. INSURANCE REQUIRED AT EXPENSE OF LICENSEE SEE SECTION 11 OF THIS AGREEMENT AND ARTICLE 11 OF THE DDA (DEFINED IN THE PREAMBLE TO SECTION 11 BELOW). 11. GENERAL PROVISIONS (attached and made a part hereof) 12. SPECIAL PROVISIONS (attached and made a part hereof) IN THE EVENT OF ANY CONFLICT WITH THE GENERAL PROVISIONS OF THIS AGREEMENT, THE SPECIAL PROVISIONS SHALL PREVAIL AND OVERRIDE THE GENERAL PROVISIONS. 13. EXECUTION OF AGREEMENT FOR NAME, POSITION AND TITLE SIGNATURE DATE CITY OF TUSTIN MATTHEW S. WEST (LICENSOR) City Manager LICENSEE (Signatory(ies) for a See Schedule 1 attached and made a corporation must part hereof be authorized by Board resolution APPROVED AS TO DAVID E. KENDIG FORM: City Attorney {Agreement continued on following pages} Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx 1 Federal Credit Union 11. GENERAL PROVISIONS Initially capitalized terms used but not defined in this Agreement shall have the meanings set forth in that certain Disposition and Development Agreement for SchoolsFirst Headquarters Project dated as of by and between Licensor and Licensee ("DDA"). 11.1 Grant of License. Licensor hereby grants to Licensee a temporary non-exclusive license to use the License Area subject to the terms and conditions set forth in this Agreement. The use shall be limited to the purposes identified in Section 4 of this Agreement. 11.2 Term. The term of this Agreement shall commence upon the Start Date set forth in Section 2 and shall continue for one (1) year (the "Initial Term" and, as the same may be extended pursuant to this Section 11.2, the "Term"). As set forth in Section 7a, during the Initial Term, Licensee shall pay to Licensor on a month basis the amount specified in Section 7a, but subject to adjustment in payment amounts pursuant to Section 12.16 and 12.17. Upon provision of written notice provided by Licensee to Licensor not more than sixty (60) calendar days or less than thirty (30) calendar days prior to the end of the Initial Term, Licensee may request to extend the Initial Term of the Agreement on a month to month basis. Such request shall be deemed approved by Licensor only upon provision by Licensor to Licensee of written notice approving such extension. In the event such extension is approved by Licensor, Licensee shall continue to pay to Licensor the amount shown in Section 7a on a monthly basis, but subject to adjustment in payment amounts pursuant to Sections 12.16 and 12.17. So long as the DDA has not been terminated, this Agreement is not cancellable by Licensor within the Initial Term, unless Licensee is in default under the terms of this Agreement and has failed to timely cure such default in accordance with Section 11.12 below, in which case the Licensor may immediately terminate this Agreement with written notice to Licensee, without liability to the Licensor. If the Agreement is extended by Licensor on a month-to-month basis following the termination of the Initial Term, then this Agreement shall be terminable by Licensor at any time, with or without cause, upon provision by Licensor to Licensee of written termination. This Agreement shall terminate on the date that is thirty (3 0) calendar days from the date of delivery of such notice. Delivery of notice shall be made in accordance with the terms of Sectionl6.6 of the DDA. For avoidance of doubt, cancellation or termination of this Agreement shall also cancel and terminate the license granted by this Agreement. 11.3 Rights of Licensor. During the Initial Tenn of this Agreement and during any extension thereof, Licensor shall have the right to among other things, to: (i) enter into request(s) for proposals concerning the License Area, (ii) negotiate with third parties for any purpose concerning the License Area, including without limitation, for use, lease, license or disposition of the License Area, (iii) negotiate and enter into exclusive negotiating agreements, development agreements, purchase agreements, easements, licenses, leases Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx 2 Federal Credit Union and/or ground leases and other similar documents), (iv) dispose of or ground lease the real property interests of Licensor in the License Area, and (v) subject to the terms of this Agreement, provide third parties with the right to access the License Area for due diligence and testing; provided that such agreements, or grant of rights or access shall not interfere with the right of Licensee, including Licensee's employees, contractors, subcontractors, authorized agents, and invitees to park on the License Area in accordance with the then applicable terms and conditions of this Agreement. In addition, Licensee shall not be responsible for, and shall not be required to indemnify, defend, protect or hold harmless the Licensor or any of the Indemnified Parties (as defined in Section 10.1 of the DDA) for third party claims, actions, lawsuits, or other legal actions arising from such third party activities as contemplated or described under the previous sentence of this Section 1. 1.3 on the License Area except for claims, actions, lawsuits or other legal actions arising from the negligent acts, errors, omissions, or willful misconduct of Licensee or Licensee's agents or contractors on the License Area. 11.4 Condition of License Area. Licensee agrees that it is licensing said License Area in an "as is, where is", in its present condition and subject to and without liability to Licensor, without any representation, promise, agreement or warrant on the part of the Licensor regarding such condition and. state of repair needed for occupancy. The Licensee further acknowledges that the Licensor shall not be liable for any latent or patent defects in the License Area. Licensee acknowledges that it has inspected the License Area and its determination to engage in this undertaking is based solely on its own investigation and is not based on reliance of any statements, suggestions or information provided by Licensor or its agents, officers, employees or contractors. Licensee further acknowledges that Licensor shall not be liable for any latent or patent defects in the License Area, whether disclosed. or not. 11.5 Assignment. This Agreement and the license granted hereby shall be neither assignable nor transferable by the Licensee. Licensee shall not, without Licensor's prior written consent, (i) assign, convey, mortgage, pledge, encumber or otherwise transfer (whether voluntarily or otherwise) the License Area, this Agreement or any interest under it; (ii) allow any transfer of or any lien upon Licensee's interest by operation of law; (iii) sublet the License Area or facilities or any part thereof; or (iv) permit the use or occupancy of the License Area or facilities or any part thereof by anyone other than Licensee, employees of Licensee, and its members only. 11.6 Site Work. No additions to, alterations or improvements of the License Area shall be made by the Licensee without the prior written consent of the Licensor in each and every instance including any required permit approvals from the City of Tustin Community Development and/or Public Works Department. In the event that Licensee desires to perform any work, Licensee shall first submit to Licensor a written description of the proposed work, and if Licensor requires, plans and specifications relating thereto, and obtain Licensor's written Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx 3 Federal Credit Union approval prior to commencing such work. Any digging or subsurface activities of any kind on the License Area shall also require prior written approval from the Licensor, and if applicable, a Grading Permit from the City of Tustin's Building Division. Prior to commencement of any site work, Licensor and Licensee shall agree in writing upon the condition to which the License Area shall be restored following completion of such work, or, if earlier, upon termination of this Agreement. 11.7 Insurance and Indemnification. 11.7.1 Insurance Policies. Licensee shall provide, and cause each of its contractor(s) and subcontractors (if any) to provide, and maintain at its own expense during the Term the insurance required to be provided. by Licensee pursuant to the terms of Article 11 of the DDA. 11.7.2 Failure to Obtain Insurance. Licensee hereby acknowledges that the use and occupancy of the License Area pursuant to this Agreement may be delayed if all required insurance documentation is not provided to Licensor prior to the Start Date. Delay in the commencement of the use and occupancy of the License Area will not have the effect of extending the Start Date unless Licensor expressly agrees in writing that such date(s) are extended. Failure by Licensee to procure or maintain all required insurance shall constitute a default, upon the occurrence of which Licensor may immediately terminate this Agreement. Licensee's operations shall be subject to suspension by Licensor during any period Licensee fails to maintain required insurance in full force and effect. 11.7.3 Indemnity. Licensee shall defend, with counsel acceptable to Licensor, indemnify, and save harmless Licensor and its agents and employees 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 to the extent arising out of the occupation or use of the License .Area by Licensee, its employees, agents, servants, guests, invitees, contractors, or sublessees, including the following: a. Any operation conducted upon or any use or occupation of the License Area by Licensee, its officers, agents, or employees under or pursuant to the provisions of this Agreement or otherwise; b. Any act, omission, or negligence of Licensee its officers, agents, or employees; c. The loss of, or damage to any property of Licensee by theft or otherwise; Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx 4 Federal Credit Union d. Any failure of Licensee, its officers, agents, or employees to comply with the terms or conditions of this Agreement, or any applicable federal, state, regional or municipal law, ordinance, rule or regulation related to the use or occupancy of the License Area. The provisions of this Section 11.7 shall survive the termination of this Agreement. 11.8 Damage and Destruction; Release 11.8.1 Damage and Destruction. In the event of damage or loss to any improvements situated on the License Area, Licensee shall take all appropriate steps to erect necessary structures to preclude unauthorized, access to the License Area and otherwise mitigate hazardous and unsafe conditions within the License Area caused by the damage and destruction. In the event that damage and destruction to the License Area render the License Area unusable for their intended purposes, this Agreement shall terminate in accordance with applicable provisions herein by written notice to Licensor. In such event, Licensee shall be responsible for removing its property from the License Area including all hazardous materials it brought to the License Area, and for reporting, containing, removing and cleaning up any land, air and water pollution resulting from the damage and destruction which is attributable to Licensee's use of the License Area. Such responsibilities will be carried out by Licensee in a timely manner with due consideration for human health and safety and the protection of the environment. 11.8.2 Release. Notwithstanding anything to the contrary, in this Section 11, Licensee acknowledges that Licensor has agreed not to require that Licensee provide and maintain property insurance for the License Area. In consideration therefor, Licensee, on behalf of itself, its members, principals, officers, beneficiaries, trustees, shareholders, partners, heirs, personal representatives, successors and assigns (collectively, the "Releasing Parties"), as the case may be, hereby waives the right to recover from and fully and irrevocably releases Licensor, its officers, elected officials, employees, consultants, agents, representatives and contractors (collectively, the "Released Parties"), hereby waives the right to recover from and fully and irrevocably releases Licensor and its officers, elected officials, employees, consultants, agents, representatives and contractors (collectively, the "Released Parties"), from and against any and all Claims that each of the Releasing Parties may now have or hereafter acquire arising from or related to the activities of Licensee on the License Area pursuant to this Agreement and any damage or destruction of any improvements located on the License Area, excepting, to the extent required by California Civil Code Section 2782, those Claims which arise from the willful misconduct or the active negligence of a Released Party. This release includes Claims of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx 5 Federal Credit Union which, if known by the Releasing Parties, would materially affect the Releasing Parties' decision to release the Released Parties. The Releasing Parties specifically waive the protection of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT,. IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." In this connection and to the extent pennitted by law, the Releasing Parties realize and acknowledge that factual matters now unknown to them may have given or may hereafter give rise to Claims or controversies which are presently unknown, unanticipated and unsuspected, and the Releasing Parties further agree that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that the Releasing Parties nevertheless hereby intend to release, discharge and acquit the Released. Parties from any such unknown Claims. The provisions of this Section 11.8.2 shall survive the termination of this Agreement. LICENSOR HAS AGREED TO ENTER INTO THIS LICENSE AND HAS GIVEN THE RELEASING PARTIES MATERIAL CONCESSIONS REGARDING THIS TRANSACTION IN EXCHANGE FOR THE RELEASING PARTIES AGREEING TO THE PROVISIONS OF THIS SECTION. BY INITIALING BELOW, LICENSEE ACKNOWLEDGES THAT (A) IT HAS READ AND FULLY UNDERSTANDS THE PROVISIONS OF THIS SECTION, (B) IT HAS HAD THE CHANCE TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (C) IT HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS SECTION. LICENSOR LICENSEE 11.8.3 Costs; No Liens. Licensee shall not, and shall not permit its consultants, contractors, agents and representatives ("Licensee Representatives"), to, place, allow to be placed on, or incur any liens against the License Area or any portion thereof or in any way attributable to the acts of Licensee and/or the Licensee Representatives on the License Area. Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx 6 Federal Credit Union Licensee agrees to indemnify, defend, and hold the Licensor and its elected and appointed officials, employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns free and harmless from and against any and all Claims arising with respect to payment of liens assessed or levied against the License Area in connection with access to the License Area or work performed, materials furnished, or any other activities under control of Licensee or the Licensee Representatives which, pursuant to the laws of California, may become a lien on the License Area. Should any lien be filed against the License Area in connection with the work by Licensee or the Licensee Representatives under this Agreement, Licensee shall promptly bond around the lien as part of disputing the lien with the party asserting the lien. The provisions of this Section shall survive termination of this Agreement. The Licensor may post notices of non -responsibility on the License Areas prior to Licensee's commencement of any work under this Agreement. 11.9 Compliance with Laws; Indemnification. Licensee will at all times during the use of this Agreement promptly observe and comply, at its sole cost and expense, with the provisions of all applicable Federal, State, and local laws, regulations, and standards concerning environmental quality and pollution control and abatement, with respect to its use of the License Area. Licensee covenants that it will not improperly generate, use, or store hazardous substances or hazardous waste on the License Area. Licensee shall promptly notify the Licensor and supply copies of any notices, reports, correspondence, and submissions made by Licensee to any Federal, State, or local authority, or received by Licensee from said authority, concerning environmental matters or hazardous substances or hazardous waste on, about, or pertaining to the License Area. Licensee shall defend, indemnify and hold harmless the Licensor from and against all claims, liabilities, losses, damages and costs, foreseen or unforeseen, which the Licensor may incur by reason of Licensee's action or non -action with regard to obligations under this paragraph, and this provision shall survive the expiration or termination of this Agreement. 11.9.1 Licensee shall at a minimum maintain, keep and restore the License Area to the same condition as originally provided by the Licensor or permitted by Licensor under Section 11.6. 11.9.2 Licensee shall not make or permit to be made any use of the License Area or any part thereof (i) which would violate any of the covenants, agreements, terms, provisions, and conditions of this Agreement; or (ii) which would directly or indirectly violate any federal, state or local law, ordinance; rule or governmental regulation; or (iii) which will suffer or permit the License Area or any part thereof to be used in any manner or permit anything to be brought onto or kept thereon which, in the reasonable judgment of Licensor, shall in any way impair or tend to impair the character, reputation or appearance of the License Area or which will impair or interfere with or tend to impair or interfere with any of the services performed by Licensor. Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx 7 Federal Credit Union 11.9.3 Licensee shall not display, inscribe, print, maintain or affix on any place in or about the License Area any sign, notice, legend, direction, figure or advertisement, except as may be approved by Licensor in writing. 11.9.4 Licensee shall comply with all laws, enactments, rules, ordinances and regulations of all governmental authorities relating or applicable to Licensee's occupancy of the License Area governing use of the License Area. Licensee shall obtain all permits and licenses required by the Licensor and shall pay all required fees. 11.10 Discrimination and Equal Opportunity; Obligation to Refrain from Discrimination. The Licensee covenants and agrees for itself and each and every person claiming by, through or under Licensee in interest to the License Area or any part thereof or any of its activities under the License Area or in construction or work that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the use, occupancy, tenure or enjoyment of the License Area or in construction or work on the License Area, nor shall the Licensee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the License Area or in construction work on the License Area. 11.11 Effect of Violation. Violation of any requirement listed in Section 11 or any of the Special Provisions identified in Section 12 may be grounds for immediate termination of this Agreement by Licensor, at no cost or liability to the Licensor at Licensor's sole discretion. 11.12 Default; Opportunity to Cure; Termination and or Vacation. In the event of a breach by Licensee of any provision of this Agreement, Licensor may demand by written notice ("Default Notice") that the violation be cured. Except for utility service interruptions or similar emergencies which shall not require advance notice or cure periods hereunder, if Licensee does not cure the breach within thirty (30) calendar days after receipt of the Default Notice, or if such breach is of a kind which cannot reasonably be cured within thirty (30) calendar days, and Licensee does not within such thirty (30) calendar day period commence to cure such breach and diligently thereafter prosecute such cure to completion, then Licensor may terminate this Agreement in Licensor's sole discretion upon written notice to Licensee. Licensee may terminate this Agreement with 30 days written notice to Licensor. 11.13 Removal at Termination or Revocation. Upon revocation or surrender of this Agreement (except in the event of damage or destruction under Section 11.8.1), to the extent directed by the Licensor, the Licensee shall remove all temporary drainage facilities made or installed on the License Area, and restore the License Area to the same or as good condition as existed Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx 8 Federal Credit Union on the date of entry under this Agreement. The provisions of this Section shall survive termination of this Agreement. 11.14 Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed, either by the parties hereto or by any third party, to create the relationship of principal and agent or to create any partnership, joint venture or other relationship between the parties. Nothing in this Agreement shall create or constitute an easement in the License Area and this Agreement shall be considered nothing other than a non-exclusive license as set forth herein. 11.15 Damage Waiver. Licensee acknowledges that Licensor would not have entered into this Agreement if Licensor could become liable for damages under or with respect to this Agreement or the license granted hereby. Consequently, and notwithstanding any other provision of this Agreement, Licensor shall not be liable in damages under to Licensee, and Licensee, on behalf of itself and each Licensee Representative hereby waives any and all rights to claim damages of any other kind or nature from Licensor including without limitation, Claims (as defined in the DDA) for lost profits, consequential, .incidental, indirect, special, collateral, exemplary or punitive damages. 12. SPECIAL PROVISIONS GENERAL 12.1 Deposit. A security deposit in the amount of $10,000 shall be provided and made payable to the CITY OF TUSTIN prior to the Start Date. This money shall be applied against damages to the License Area directly caused by Licensee's acts, negligence, or omissions on the License Area, and may be retained until such time as Licensee restores the License Area to the same condition as existed prior to the commencement of this Agreement or subject to Section 11.6, as reasonably determined by the Licensor. Within thirty (30) calendar days following termination or revocation of this Agreement, Licensor shall inspect the License Area and shall prepare and deliver to Licensee an itemized list of damages and deficiencies in the condition of the License Area. If no deficiencies are noted, Licensor shall return the deposit to Licensee within ten (10) Business Days following the inspections. If damages or deficiencies are noted, Licensor shall have the right to apply the deposit to correct such damages and/or deficiencies and to restore the License Area to the same condition as existed prior to the Start Date and upon completion thereof shall provide to Licensee an itemized lists of costs incurred by City to remedy the damages and/or deficiencies and shall return the remaining amount of the deposit, if any to Licensee together with such itemized list. If the cost of the damages and deficiencies exceeds the amount of the deposit, Licensee shall pay the amount of the difference to Licensor within. Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx 9 Federal Credit Union ten (10) Business Days following the date of delivery of the list of costs by Licensor to Licensee. 12.2 Location. The location of the proposed use shall be conducted within the License Area described in Section 3 and more fully depicted in Exhibit A of this Agreement Any modifications will need to be provided and approved in writing by the signatory on the Licensing Authority, or their designee and will then be incorporated into this License by written amendment. 12.3 OSHA.. The Licensee shall comply with all requirements of the Occupational Safety and Health Administration. 12.4 Trash. Trash disposal shall comply with CR&R Incorporated and City of Tustin standards. 12.5 Business License. Licensee shall be required to have and maintain a valid City of Tustin Business License. 12.6 Noise Ordinance. All requirements of the City of Tustin's Noise Ordinance (Chapter 6 of the Tustin City Code) shall be met at all times. 12.7 Access; Gating. Licensee shall ensure controlled access to the License Area is maintained via the Newport Avenue Vehicular Gate and the Newport Avenue Pedestrian Gate depicted in Exhibit A. These gates are the Licensee's sole authorized access to the License Area and Licensee will be responsible for ensuring that no unauthorized persons or vehicles access the License Area. The Licensee shall ensure the gates remain closed at all times while not in use. Licensee understands and agrees that this access may be disturbed. in the future. The Licensor makes no guarantees that there will be continuing access that can be provided at the current location beyond the Initial Term. 12.8 Free and Clear Gate Access. Except for ingress and egress, the Licensee must keep the gate and adjacent roadway free and clear at all times. 12.9 Securing the License Area. Licensor is not responsible for providing security services for the Licensee, the Licensee's equipment or property, or the License Area during the license period. Access to the License Area shall be permitted from 7:00 a.m. until 9:00 p.m., Monday through Friday, 9:00 a.m. until 6:00 p.m. on Saturdays and Sundays. The Licensee is responsible for securing the License Area, including keeping the vehicle gate closed and locked during hours when use of the License Area is not permitted. 12.10 Waiver Of Claims. As a material part of the consideration to be rendered to Licensor for this Agreement, Licensee hereby waives any and all claims or causes of action against Licensor, its officers, agents, or employees which it may now or hereafter have for damages Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Aft 22 - 5-13-19 FINAL.docx 10 Federal Credit Union to, loss of, or theft of Licensee's vehicles or other property anywhere in, about, or on the License Area, from any cause whatsoever, unless such damage, loss, or theft results from the sole negligence, active negligence or willful misconduct of Licensor, its officers, agents, or employees (except to the extent that any negligence or willful misconduct of Licensor may be limited by California Civil Code Section 2782). 12.11 Bailee Disclaimer. Licensee acknowledges and agrees that Licensor has granted its permission for use of the License Area only for the purposes and in accordance with the provisions of this Agreement. By entering into this Agreement, Licensor is not agreeing in any manner to accept obligations or responsibility for the safekeeping of the vehicles or other property of Licensee or of Licensee's agents, contractors, officers, employees or invitees. This License is not a contract for bailment or deposit of goods for safekeeping and Licensor in no manner whatsoever purports to be a bailee. 12.12 Condition on Termination. The interim use shall be discontinued and the License Area cleared of all debris, and stored items upon termination of this Agreement The License Area shall be returned to the same condition as existed prior to commencement of this Agreement, subject to Section 11.6. PUBLIC WORKS 12.13 Drainage. The Licensee shall not alter the existing drainage patterns or drainage facilities serving the License Area without the permission of the Licensor and City Engineer. 12.14 Water Quality. This development shall comply with all provisions of the City of Tustin Water Quality Ordinance and all Federal, State, and Regional Water Quality Control Board rules and regulations, including keeping the License Area and public roadways, including but not limited to Newport Avenue clear of any dirt or mud tracked out of the parking area. ECONOMIC DEVELOPMENT 12.15 Uses. The License Area may only be used for the parking of operable vehicles and equipment storage. Storage of inoperable vehicles is prohibited. 12.16 Monthly Payments For License Use. Although the Licensee has requested a parking and storage area comprised of 400 vehicle spaces, Licensee may actually use more or less than 300 vehicle spaces at any time during the month. In order to accommodate the Licensee's fluctuating operational needs for parking and storage, and to make it equitable for both parties, Licensor and Licensee agree that Licensee will monitor and keep a record of the maximum number of vehicle spaces used on the License Area during each month. Upon the Start Date noted in Section 7(c) of this Agreement, Licensee will pay to Licensor the amount of $11,400. On the due date for payment in each following month of the Term, Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx 11 Federal Credit Union Licensee will pay Licensor at a rate of $38 per vehicles space used in the increments set forth in Section 12.17 below. 12.17 Calculation of Rent Based on Increments of Usage. As noted in 12.16, Licensee shall pay a monthly sum reflective of the maximum number of vehicle spaces used in the previous month. Licensee shall pay the Licensor in the following increments: $17,100 for 401 to 450 vehicle spaces, $15,200 for 351 to 400 vehicle spaces, $13,300 for 301 to 350 vehicle spaces, $11,400 for 251 to 300 vehicle spaces, $9,500 for 201 to 250 vehicle spaces, and $7,600 for 0 to 200 vehicle spaces. The maximum number shall be 450 unless otherwise agreed by Licensor and Licensee each in its sole discretion. Tustin - SchoolsFirst - Form of Parking License Attachment 22 City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx 12 Federal Credit Union Date: SCHEDULEI SIGNATURE OF LICENSEE SCHOOLSFIRST FEDERAL CREDIT UNION, a federally chartered credit union Name: Bill Cheney Title: President and Chief Executive Officer Name: Francisco Nebot Title: Chief Financial Officer Tustin - SchoolsFirst - Form of Parking License Schedule 1 to City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx Attachment 22 Federal Credit Union EXI HBIT A-1 DESCRIPTION OF LICENSE AREA Portion of fenced lot located on a portion of 430-251-22 and 23, as shown on and more fully depicted in Exhibit A-2 attached hereto and made a part hereof . Tustin - SchoolsFirst - Form of Parking License Exhibit A-1 to City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx Attachment 22 Federal Credit Union EXHIBIT A-2 DEPICTION OF LICENSE AREA [Attached] Tustin - SchoolsFirst - Form of Parking License Exhibit A-2 to City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL.docx Attachment 22 Federal Credit Union EXHIBIT A-2 DEPICTION OF LICENSE AREA 7P ' Yv .� m o - r _ 2 i r * � • LL r - a O { o � LJ C a m 'N o is H« rf CL g a 0 c c Zcc— O �- i•+ � d O R a m a •. :�r � m �o �W � LLN i Tustin - SchoolsFirst - Form of Parking License Exhibit A-2 to City of Tustin / SchoolsFirst Agmt - Att 22 - 5-13-19 FINAL Attachment 22 Federal Credit Union