Exhibit 1 of Resolution No. 13 -34

Agreement for the Exchange of Real Property between the City of Tustinand South Orange County Community College District

DRAFT DATED: 5/ 1/ 13

AGREEMENT

FOR THE

EXCHANGE

OF

REAL PROPERTY

BETWEEN

THE CITY OF TUSTIN

AND

SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT

DATED: , 2013

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TABLE OF CONTENTS

Page

1. AGREEMENT 6

1. 1 Notice of Determination 6

1. 2 Exchange 6

2. ESCROW 6

2. 1 Escrow Instructions 6

2.2 Definition of Close of Escrow 7

3. APPROVAL OF CONDITION OF TITLE 7

3. 1 SOCCCD' s Approval of Condition of Title 7

3. 2 City' s Approval of Condition of Title 7

4. TITLE INSURANCE POLICIES 7

4. 1 SOCCCD Title Insurance Policy 7

4.2 City Title Insurance Policy 8

5. DUE DILIGENCE REVIEW 8

5. 1 Access to the Exchange Parcels 8

5. 2 Documents 9

5. 3 Approval 9

5. 4 Environmental Insurance 9

6. INTENTIONALLY DELETED 9

7. CONDITIONS PRECEDENT TO CLOSE OF ESCROW 9

7. 1 Mutual Conditions 9

7. 2 SOCCCD' s Conditions IO

7. 3 City' s Conditions 10

8. CLOSE OR CANCELLATION OF ESCROW 11

8. 1 Closing Procedures 11

8. 2 Escrow Cancellation 11

8. 3 Items to be Delivered into Escrow 12

8. 4 Escrow Holder' s Instructions 14

8. 5 Post - Closing Matters 15

8. 6 IRS Form 1099 -S 15

9. COSTS AND PROBATIONS 15

9. 1 Costs to be Paid by SOCCCD 15

9. 2 Costs to be Paid by City 15

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TABLE OF CONTENTS

continued)

Page

10. REPRESENTATIONS AND WARRANTIES; COVENANTS 16

10. 1 SOCCCD' s Representations and Warranties 16

10. 2 City' s Representations and Warranties 16

10. 3 Interim Lease 16

11. MUTUAL RELEASES 17

11. 1 Mutual Release and Waiver 17

11. 2 Acknowledgment Concerning Releases 18

11. 3 Monument Sign 18

11. 4 Additional Agreements 18

12. DEFAULT 18

12. 1 Events of Default 18

12. 2 Remedies 18

13. POST - CLOSING COVENANTS 19

13. 1 Possession 19

13. 2 Subsequent Closings 19

13. 3 County Land Exchange Closing 1913. 4 Perimeter Fencing 19

13. 5 Reciprocal Access Agreement 19

13. 6 Dedication of Bell Avenue ROW 19

13. 7 Acquisition of Valencia Parcel No. 3 19

14. MISCELLANEOUS 20

14. 1 Notices 20

14. 2 Time of the Essence 21

14. 3 Interpretation; Governing Law 2114. 4 Performance of Acts on Business Days 21

14. 5 Attorney' s Fees 2114. 6 Post - Judgment Attorneys' Fees 21

14. 7 Further Assurances; Survival 21

14. 8 Entire Agreement; Amendments 2114. 9 No Waiver 21

14. 10 Assignment 22

14. 11 Binding Effect 22

14. 12 Headings; Cross - References; Exhibits 2214. 13 Counterparts 2214. 14 Effective Date 22

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Designation

LIST OF EXHIBITS

Description Section Reference

A Site Map Recital K

B Legal Description of Warner Parcel ( Area 1) Recital L

C -1 Legal Description of Valencia Parcel No. 1 ( Area 9) Recital L

C -2 Legal Description of Valencia Parcel No. 2 ( Area 7) Recital L

D Legal Description of Child Care Parcel ( Area 8) Recital L

E -1 Legal Description of Portion of Red Hill Parcels Recital L

North of Future Bell Avenue (Area 6)

E -2 Legal Description of Portion of Red Hill Parcels Recital L

South of Future Bell Avenue (Area 2)

F -1 Legal Description of SOCCCD ROW Fee Property Recital M

Area 4)

F -2 Legal Description of SOCCCD ROW Subleased Recital M

Property (Area 5)

G Legal Description of City ROW (Area 6) Recital M

H Development Agreement Recital 0

I McCain Agreement Recital 0

J Bell Agreement Recital 0

K General Escrow Provisions Section 2. 1

L City Exchange Parcels Commitment Section 3. 1. 1

M SOCCCD Exchange Parcels Commitment Section 3. 2. 1

N SOCCCD -City Quitclaim Deed Section 8. 3. 1( 6)

O SOCCCD -City Bill of Sale Section 8. 3. 1( c)

P Bell Avenue Dedication Section 8. 3. 1( e)

Q Sublease Amendment Section 8. 3. 1( f)

R Notice of Sublease Amendment Section 8. 3. 1( g)

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S Termination of Notice Section 8. 3. 1( h)

T Notice of Effective Date Section 8. 3. 10)

U Amendment to CC &Rs Section 8. 3. 1( j)

V Amendment to Bill of Sale Section 8. 3. 1( k)

W Nonforeign Transferor Declaration ( SOCCCD) Section 8. 3. 1( m)

X -1 City - SOCCCD Quitclaim Deed Section 8. 3. 2( b)

X -2 City ROW Deed Section 8. 3. 2( b)

Y City - SOCCCD Bill of Sale Section 8. 3. 2( c)

Z Nonforeign Transferor Declaration (City) Section 8. 3. 2( m)

AA Interim Lease Section 10. 3

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AGREEMENT FOR THE EXCHANGE OF REAL PROPERTY

THIS AGREEMENT FOR THE EXCHANGE OF REAL PROPERTY ( this

Agreement "), dated for identification purposes this day of , 2013, is

entered into by and between the CITY OF TUSTIN, a municipal corporation organized under thelaws of the State of California ( "City "), and the SOUTH ORANGE COUNTY COMMUNITY

COLLEGE DISTRICT, a public agency ( " SOCCCD "). City and SOCCCD are sometimesreferred to herein individually as a " Party" and collectively as the " Parties."

RECITALS

The Parties enter into this Agreement on the basis of the following facts, understandingsand intentions:

A. Pursuant to the Defense Base Closure and Realignment Act of 1990 ( Part A of Title

XXIX of Public Law 101 - 510; U.S. C. Section 2687 Note), as amended ( the " Base Closure

Law"), the United States of America determined to close the Marine Corps Air Station Tustin

MCAS Tustin ") located substantially within the City of Tustin. In 1992, the City wasdesignated by the Office of Economic Adjustment on behalf of the Secretary of Defense as thelocal redevelopment authority ( "LRA ") for preparation of a reuse plan for MCAS Tustin and inorder to facilitate the closure of MCAS Tustin and its reuse in furtherance of the economic

development of the City and surrounding region.

B. In its capacity as the LRA, the City served as the lead agency for preparing the basereuse plan, the applicable environmental documents under Califomia law, and other documents

related to the planning for the civilian reuse of MCAS Tustin. The City determined that the mostappropriate tool to guide the conversion of the base from military to civilian use and to facilitatereview and approval of entitlements, permits, and uses was the preparation of a combined reuse

plan and specific plan. Accordingly, in or about October 1996, the City submitted the MCASTustin Reuse Plan ( the " Reuse Plan ") to the United States of America, acting by and through theDepartment of the Navy ( the " Navy "). The City subsequently amended the Reuse Plan in orabout September 1998.

C. On January 16, 2001, the Tustin City Council adopted Resolution 00 -90 that certifiedthe Joint Final EIS/ EIR for the Disposal and Reuse of MCAS Tustin ( the " Final EIS /EIR "), and

adopted Resolution 00 -91 that adopted General Plan Amendment 00 -001 establishing an MCASTustin Specific Plan general plan land use designation for the Tustin portion of the former

MCAS Tustin.

D. On March 2, 2001, the Navy published a Record of Decision approving the ReusePlan as amended and approving the Final EIS /EIR.

E. In May 2002, the Navy approved that certain Agreement between the United Statesof America and the City of Tustin, California for the Conveyance of a Portion of the FormerMarine Corps Air Station Tustin ( the " Navy Conveyance Agreement "), which sets forth the

terms and conditions for the conveyance of a portion of MCAS Tustin by the Navy to the City

1

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the " City Property "). On May 13, 2002, in accordance with the Navy Conveyance Agreement, a portion of MCAS Tustin was conveyed by deed to the City ( the " City Fee Property "). In

addition, a portion of the City Property was leased by the Navy to the City ( the " City LeasedProperty ") pursuant to that certain Lease in Furtherance of Conveyance between the UnitedStates of America and the City of Tustin, California for Portions of the Former Marine Corps AirStation Tustin dated May 13, 2002 ( the " LIFOC ").

F. The City adopted a final Specific Plan/ Reuse Plan ( the " Specific Plan ") coveringMCAS Tustin by Ordinance 1257 adopted February 3, 2003. The Specific Plan was

subsequently amended by a series of Ordinances as follows: Ordinance Nos. 1294, 1295, 1296and 1297 adopted March 7, 2005; Ordinance 1299 adopted June 5, 2005; Ordinance 1311

adopted April 17, 2006; Ordinance 1335 adopted June 5, 2007; Ordinance 1379 adoptedMarch 2, 2010; and Ordinance 1406 adopted October 18, 2011.

G. On or about April 22, 2004, City and SOCCCD entered into that certain Agreementbetween the City of Tustin and the South Orange County Community College District forConveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced TechnologyEducational Campus ( the " City Conveyance Agreement "), pursuant to which the City agreed toconvey a portion of the City Property comprising approximately 68.37 acres ( the " ATEP Site ") to SOCCCD on the terms and conditions set forth therein. Pursuant to the City ConveyanceAgreement, ( 1) the City conveyed to SOCCCD fee title to approximately 37.66 acres of the CityFee Property ( the " SOCCCD Fee Property"), pursuant to that certain Quitclaim Deed and

Environmental Restriction Pursuant to Civil Code Section 1471 ( the " 2004 Quitclaim Deed ") recorded on April 29, 2004 as Instrument No. 2004000369376 in the Official Records of Orange

County, California ( the " Official Records "), and conveyed the personal property and utilitydistribution systems associated with the Initial Parcel and the Sublease Area ( as defined below)

pursuant to that certain Bill of Sale ( the " 2004 Bill of' Sale ") delivered concurrently with the2004 Quitclaim Deed; and ( 2) City subleased to SOCCCD approximately 30. 71 acres of the CityLeased Property ( the " Sublease Area "), pursuant to that certain Sublease between the City ofTustin and the South Orange County Community College District for a Portion of MCAS Tustindated April 29, 2004 ( the " Sublease "), a Short Form Notice of which was recorded in theOfficial Records on April 7, 2004 as Instrument No. 2004000373082.

H. The Navy Conveyance Agreement has been amended by ( 1) that certain

Modification One ( 1) to Agreement between the United States of America Acting by andthrough the Secretary of the Navy and the City of Tustin California for Conveyance of a Portionof the Marine Corps Air Station, Tustin" dated April 10, 2006; ( 2) that certain " Modification

Two ( 2) to Agreement between the United States of America Acting by and through theSecretary of the Navy and the City of Tustin, California, for Conveyance of a Portion of theMarine Corps Air Station, Tustin" dated July 31, 2006; and ( 3) that certain " Modification Three3) to the Agreement between the United States of America and the City of Tustin California, for

the Conveyance of a Portion of the Former Marine Corps Air Station Tustin" datedDecember 19, 2011. The term " Navy Conveyance Agreement" as used herein means theoriginal Navy Conveyance Agreement as amended by the three Modifications described above.

I. For the purposes of this Agreement, ( 1) the Navy Conveyance Agreement, theLIFOC and all other documents executed or to be executed prior to the " Closing Date" ( as

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defined in Section 8. 1 below) by the Navy or the Navy and the City pursuant thereto affectingthe ATEP Site shall be collectively referred to herein as the " Navy Conveyance Documents" and ( 2) the City Conveyance Agreement, the 2004 Quitclaim Deed, the Sublease and all otherdocuments executed or to be executed prior to the Closing Date by the City or by the City andSOCCCD pursuant thereto affecting the ATEP Site shall be collectively referred to herein as theCity Conveyance Documents."

J. Pursuant to Zoning Administrator Action 10 -002 adopted on July 26, 2010, theZoning Administrator of the City approved Concept Plan 09 -001 for Phase 3A of the ATEP Site

Concept Plan 3A "). Pursuant to Concept Plan 3A, SOCCCD may develop up to 305, 000square feet of buildings ( each, a " Phase 3A Building "; collectively, " Phase 3A Buildings ") thatmeet the current definition of an " Advanced Technology Educational Campus" ( as such term isdefined in the City Conveyance Agreement), subject to compliance with the conditions ofapproval of Concept Plan 3A.

K. SOCCCD and the County of Orange ( the " County") have entered into that certainAgreement for the Exchange of Real Property dated February 7, 2012, as amended byAmendment No. 1 thereto dated April 28, 2012, Amendment No. 2 thereto dated June 26, 2012

and Amendment No. 3 thereto dated , 2013 ( as so amended, the " County LandExchange Agreement"). As set forth in the County Land Exchange Agreement, SOCCCD andCounty desire to effectuate a land exchange ( the " SOCCCD- County Land Exchange ") involving the following parcels within the former MCAS Tustin as identified on the mapattached hereto as Exhibit A ( the " Site Map "): SOCCCD desires to exchange a portion of the

ATEP Site consisting of a ten ( 10) acre parcel identified on the Site Map as the " ArmstrongParcel" with a ten ( 10) acre parcel identified on the Site Map as the " County Parcel."

L. In addition to the SOCCCD -County Land Exchange, SOCCCD and City believe thatan exchange of parcels owned by the Parties within the former MCAS Tustin would bebeneficial to both Parties. Such land exchange will involve the following parcels, each asidentified on the Site Map (collectively, the " Exchange Parcels "):

1) SOCCCD will exchange the following parcels within the ATEP Sitecollectively, the " SOCCCD Exchange Parcels "):

a) Warner Parcel: An approximately 6. 8 acre parcel adjacent to futureWarner Avenue and to the current Sheriffs Training Facility ( the " Warner Parcel "). The

Wamer Parcel is shown as Area 1 on the Site Map and is more particularly described in ExhibitB attached hereto. Previously, the Warner Parcel was improved with a helicopter hangar and anoffice building; however, SOCCCD has demolished such improvements, so that the onlyremaining improvements are at or below grade

b) Valencia Parcels: Two ( 2) parcels comprising approximately 3. 98 acres inthe aggregate located north of Valencia Avenue. One such parcel is located to the west of

Lansdowne Road (" Valencia Parcel No. 1 "), is shown as Area 9 on the Site Map and is moreparticularly described in Exhibit C -1 attached hereto. The other parcel is located to the east ofLansdowne Road (" Valencia Parcel No. 2 "), is shown as Area 7 on the Site Map and is moreparticularly described in Exhibit C -2 attached hereto. Valencia Parcel No. 1 and Valencia ParcelNo. 2 shall be collectively referred to herein as the " Valencia Parcels." Valencia Parcel No. 1 is

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currently improved with buildings comprising approximately 14, 676 square feet whichSOCCCD currently uses for classrooms, administrative offices and other educational uses.

Valencia Parcel No. 2 is currently improved with a parking lot.

2) City will exchange the following parcels within the City Property (collectively, the " City Exchange Parcels "):

a) Child Care Parcel: An approximately 2.37 acre parcel adjacent to theCounty Parcel ( the " Child Care Parcel"). The Child Care Parcel is shown as Parcel 8 on the

Site Map and is more particularly described in Exhibit D attached hereto. The Child Care Parcelis currently improved with an approximately 14, 936 square foot building that was previouslyused as a child care facility for MCAS Tustin, a parking lot, playground areas and ancillarystructures.

b) Red Hill Parcels: Two ( 2) parcels comprising approximately 9.0 acres inthe aggregate located adjacent to Red Hill Avenue ( collectively, the " Red Hill Parcels "). The

Red Hill Parcels are shown as Area 6 and Area 2 on the Site Map and are more particularlydescribed in Exhibit E -1 and in Exhibit E -2 attached hereto. The Red Hill Parcels have been

improved with certain former military buildings and related improvements that are scheduled tobe demolished.

3) The Parties acknowledge that Valencia Parcel No. 2 and the Child Care Parcel

are currently part of the City Leased Property. Accordingly, in order to effectuate the landexchange described above, it will be necessary to amend the Sublease to delete Valencia ParcelNo. 2 and add the Child Care Parcel.

M. City and SOCCCD also desire to extend Bell Avenue from its current easternterminus at Red Hill Avenue across the ATEP Site to Armstrong Avenue, as shown on the SiteMap ( the " Bell Avenue Extension "). In order to effectuate the Bell Avenue Extension, the

following transfers will be required pursuant to Section 13. 6 below, each as identified on the SiteMap:

1) SOCCCD ROW: SOCCCD will irrevocably dedicate to City from property itcurrently owns within the SOCCCD Fee Property a right -of -way comprising approximately

1. 4 acres, is shown as Area 4 on the Site Map and is more particularly described in Exhibit F - 1attached hereto ( the " SOCCCD ROW Fee Property"). In addition, SOCCCD will irrevocablydedicate to City all of its current and future right, title and interest in a right -of -way comprisingapproximately 1. 1 acres within the Sublease Area that is shown as Area 5 on the Site Map and ismore particularly described in Exhibit F -2 attached hereto ( the " SOCCCD ROW Subleased

Property "). Finally, SOCCCD will irrevocably dedicate to City the " City ROW" ( as defined inRecital M(2) below) immediately following the conveyance of the same by City to SOCCCDpursuant to Recital M( 2) below.

2) City ROW: The City will convey to SOCCCD from property that City currentlyowns in fee within the City Property a right -of -way comprising approximately 1. 3 acres is shownas Area 3 on the Site Map and is more particularly described in Exhibit G attached hereto ( theCity ROW "). SOCCCD will, in turn, immediately dedicate the City ROW to City as set forth

in Recital M( 1) above.

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3) Bell Avenue ROW. The SOCCCD ROW Fee Property, the SOCCCD ROWSubleased Property and the City ROW shall be collectively referred to herein as the " BellAvenue ROW." There are certain former military buildings and related improvements that arepartially located on portions of the Bell Avenue ROW.

N. Prior to the execution hereof, City and SOCCCD entered into that certain Agreementfor CEQA Processing and Joint Defense, dated October 29, 2012 ( the " CEQA ProcessingAgreement "), which provides for compliance by City and SOCCCD with CaliforniaEnvironmental Quality Act, California Public Resources Code, Sections 21000, et seq.

CEQA ") in connection with the approval of this Agreement and the Development Agreement

and certain related matters.

O. Concurrently with the execution hereof, City and SOCCCD are entering into thefollowing agreements:

1) Development Agreement: An amendment and restatement of the CityConveyance Agreement and constituting a Development Agreement pursuant to CaliforniaGovernment Code Sections 65864, et seq. ( the " Development Agreement ") in the form of

Exhibit 1-1 attached hereto, which Development Agreement will be recorded in the Official

Records immediately following the execution thereof;

2) McCain Agreement: An agreement concerning the improvement of McCain - Smith Road, and concerning the sharing of the cost of such improvements, in the form ofExhibit l attached hereto ( the " McCain Agreement "); and

3) Bell Avenue Agreement: An agreement concerning the improvement of BellAvenue and concerning the sharing of the cost of such improvement within the Bell AvenueROW, in the form of Exhibit J attached hereto ( the " Bell Agreement ").

P. On , 2013, the City Council of the City ( the " City Council ") adoptedResolution No. approving an amendment to the City' s General Plan ( the " CPA ") and conducted a first reading of proposed Ordinance No. approving an amendment

to the Specific Plan ( the " SPA "), each of which incorporates changes that accommodate this

Agreement, the Development Agreement and the Bell Agreement. On , 2013, the

City Council conducted a second reading and adopted Ordinance No: , approving

the SPA.

Q. On , 2013, the City Council conducted a first reading of proposedOrdinance No. approving the Development Agreement. On , 2013, the

City Council conducted a second reading and adopted Ordinance No. , approving theDevelopment Agreement. On , 2013, the City Council adopted Resolution No.

approving this Agreement, the McCain Agreement and the Bell Agreement.

R. In consideration of entering into this Agreement, the Development Agreement, theMcCain Agreement and the Bell Agreement ( collectively, the " SOCCCD -City Agreements "), the Parties desire to mutually release and waive any claims that they may have against each otherunder the City Conveyance Documents, effective as of the closing of the transactions describedbelow.

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S. Prior to the execution and delivery hereof, the governing body of each of the Partieshas approved the execution and delivery of this Agreement. In connection with such approval, the governing body of each of the Parties, after independent review and consideration, certified adocument ( the " CEQA Document "), which is intended to render the action of the applicable

governing body with respect to the approval hereof in compliance with the provisions of CEQA.

NOW, THEREFORE, based upon the foregoing facts, in consideration of the mutualcovenants and agreements contained in this Agreement, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties herebyagree as follows:

1. Agreement.

1. 1 Notice of Determination. Each of the Parties shall file a Notice of Determination

under Section 21152 of the California Public Resources Code within five ( 5) working days afterthe approval of this Agreement and the certification of the CEQA Document by their respectivegoveming bodies.

1. 2 Exchange. Upon the satisfaction or waiver of all of the conditions precedent tothe Close of Escrow set forth in Section 7 below, then the following conveyances shall occurconcurrently ( collectively, the " Exchange "): ( i) City shall convey to SOCCCD by quitclaimdeed the Red Hill Parcels; ( ii) SOCCCD shall convey to City by quitclaim deed the WarnerParcel and Valencia Parcel No. 1; and ( iii) the Sublease shall be amended to delete ValenciaParcel No. 2 and add the Child Care Parcel. The dedication of the Bell Avenue ROW shall occursubsequent to the Exchange pursuant to Section 13. 6 below, as follows: ( I) SOCCCD shall

dedicate to City for street purposes ( A) its fee interest in the SOCCCD ROW Fee Property; B) its subleasehold interest in the SOCCCD ROW Subleased Property and ( C) the City ROW;

and ( II) City shall convey to SOCCCD by quitclaim deed its fee interest in the City ROW. TheExchange and the dedication of the 13el1 Avenue ROW shall include all buildings and other

improvements located on the Exchange Parcels and the Bell Avenue ROW, respectively.

2. Escrow.

2. 1 Escrow Instructions. The Exchange shall be consummated through EscrowNo. ( the " Escrow ") at First American Title Insurance Company, 5 First American Way, Santa Ana, California 92707 Attention: Patty Beverly ( the " EscrowHolder "). Escrow shall be opened within three ( 3) days following the execution of thisAgreement by delivery to Escrow Holder of a fully executed copy of this Agreement by theParties. The date that the Escrow is opened as indicated by the Acceptance by Escrow Holderattached hereto shall be the " Escrow Opening Date." This Agreement, together with the

general escrow provisions attached hereto as Exhibit K shall constitute Escrow Holder' sinstructions. The Parties agree to execute and deliver to Escrow Holder such additional and

supplemental instructions as Escrow Holder may require in order to clarify Escrow Holder' sduties under this Agreement. However, in the event of any conflict or inconsistency betweenthis Agreement and the general escrow provisions, the terms of this Agreement shall govern theduties of Escrow Holder and the rights and obligations of the Parties.

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2.2 Definition of Close of Escrow. For purposes of this Agreement, the term " Closeof Escrow" shall mean the time when Escrow Holder shall have recorded the instruments setforth in Section 8. 4.2 below.

3. Approval of Condition of Title.

3. 1 SOCCCD' s Approval of Condition of Title.

3. 1. 1 City Exchange Parcels Commitment. Prior to the Effective Date, asdefined in Section 14. 14 below, SOCCCD received and approved that certain Title Commitment, identified as Order No. NCS and dated , 2013 ( the " City ExchangeParcels Commitment "), covering the City Exchange Parcels issued by First American TitleInsurance Company ( the " Title Company "). A copy of the City Exchange Parcels Commitmentis attached hereto as Exhibit L. Those exceptions to title set forth in the City Exchange ParcelsCommitment are hereinafter referred to as the " City Exchange Parcels Permitted Exceptions." The City Exchange Parcels Permitted Exceptions shall exclude any delinquent taxes or any taxesdue and payable prior to the Close of Escrow and any other monetary liens or encumbrances onthe City Exchange Parcels.

3. 1. 2 SOCCCD Current Restrictions. The Parties acknowledge that the

SOCCCD Fee Property is currently subject to certain covenants, conditions and restrictions setforth in the 2004 Quitclaim Deed ( the " 2004 CC &Rs "), which 2004 CC &Rs require

modification in order to conform to this Agreement, Development Agreement and the Bell

Agreement. Accordingly, upon the Close of Escrow and as a condition precedent thereto, theParties shall execute, acknowledge and deliver an amendment to the 2004 CC &Rs in the form ofthe " Amendment to CC &Rs" ( as defined in Section 8. 3. 1( k) below), pursuant to

Sections 8. 3. 1( k) and 8. 3. 2( k) below.

3.2 City' s Approval of Condition of Title.

3.2. 1 SOCCCD Exchange Parcels Commitment. Prior to the Effective Date,

City has received and approved that certain Title Commitment issued by the Title Company, identified as Order No. NCS and dated , 2013 ( " SOCCCD

Exchange Parcels Commitment ") covering the SOCCCD Exchange Parcels, a copy of which isattached hereto as Exhibit M. Those exceptions to title set forth in the SOCCCD Exchange

Parcels Commitment are hereinafter referred to as the " SOCCCD Exchange Parcels Permitted

Exceptions." The SOCCCD Exchange Parcels Permitted Exceptions shall exclude anydelinquent taxes or any taxes due prior to the Close of Escrow and any other monetary liens orencumbrances on the SOCCCD Exchange Parcels.

4. Title Insurance Policies.

4. 1 SOCCCD Title Insurance Policy. At the Close of Escrow and as a condition

thereto, the Title Company shall issue to SOCCCD a policy of title insurance ( the " CityExchange Parcels Title Policy ") as to the City Exchange Parcels, containing the terms andprovisions set forth in this Section 4. 1. The City Exchange Parcels Title Policy shall be anALTA Standard Coverage Owner' s Policy ( 2006 Policy Form) in an amount mutually agreed toby the Parties, and in no event less than the fair market value of the City Exchange Parcels,

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showing fee simple or subleasehold title to the City Exchange Parcels ( as applicable) vested inSOCCCD, subject only to the City Exchange Parcels Permitted Exceptions, and such othermatters as to which SOCCCD may consent in writing. The premium for the City ExchangeParcels Title Policy and any costs incurred in connection with the search and examination of titleand /or for the issuance of the City Exchange Parcels Commitment shall be paid by City. TheCity Exchange Parcels Title Policy shall be issued without reliance on any indemnity of City orany third party to induce Title Company to issue the City Exchange Parcels Title Policy, withoutthe prior written consent of SOCCCD. If SOCCCD so elects and the Title Company agrees, theCity Exchange Parcels Title Policy may include such endorsements as SOCCCD may reasonablyrequest; provided however, that all such endorsements shall be issued at SOCCCD' s sole cost

and expense. In addition, if SOCCCD so elects and the Title Company agrees to issue an ALTAExtended Coverage Owner' s Policy ( 2006 Policy Form), the " City Exchange Parcels TitlePolicy" as defined above shall be an ALTA Extended Coverage rather than an ALTA StandardCoverage policy, with all other elements remaining the same; provided however, that theadditional premium for such extended ALTA coverage shall be paid by SOCCCD.

4.2 Citv Title Insurance Policy. At the Close of Escrow and as a condition thereto, the Title Company shall issue to City a policy of title insurance ( the " SOCCCD ExchangeParcels Title Policy ") as to the SOCCCD Exchange Parcels, containing the terms and provisionsset forth in this Section 4.2. The SOCCCD Exchange Parcels Title Policy shall be an ALTAStandard Coverage Owner' s Policy (2006 Policy Form) in an amount mutually agreed to by theParties, and in no event less than the fair market value of the SOCCCD Exchange Parcels, showing fee simple or leasehold title to the SOCCCD Exchange Parcels ( as applicable) vested inCity, subject only to the SOCCCD Exchange Parcels Permitted Exceptions, and such othermatters as to which City may consent in writing. The premium for the SOCCCD ExchangeParcels Title Policy and any costs incurred in connection with the search and examination of titleand /or for the issuance of the SOCCCD Exchange Parcels Commitment shall be paid bySOCCCD. The SOCCCD Exchange Parcels Title Policy shall be issued without reliance on anyindemnity of SOCCCD or any third party to induce Title Company to issue the SOCCCDExchange Parcels Title Policy, without the prior written consent of City. If City so elects and theTitle Company agrees, the SOCCCD Exchange Parcels Title Policy may include suchendorsements as City may reasonably request; provided however that all such endorsements shallbe issued at City' s sole cost and expense. In addition, if City so elects and the Title Companyagrees to issue an ALTA Extended Coverage Owner' s Policy ( 2006 Policy Form), theSOCCCD Exchange Parcels Title Policy" as defined above shall be an ALTA Extended

Coverage rather than an ALTA Standard Coverage policy, with all other elements remaining thesame; provided however, that the additional premium for such extended ALTA coverage shall bepaid by City.

5. Due Diligence Review.

5. 1 Access to the Exchange Parcels. Prior to the Effective Date, City and SOCCCDexecuted that certain License Agreement dated March 14, 2013, in order to give each Partyaccess to those Exchange Parcels which it shall receive pursuant to this Agreement for purposesof conducting its due diligence review ( the " License Agreement "). The License Agreement

shall remain in full force and effect in accordance with its terms.

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5. 2 Documents. Prior to the Effective Date, each Party has delivered to the otherParty copies of all written information in such Party' s possession with respect to the ExchangeParcels to be acquired by the other Party, including all reports, maps and other writteninformation in such Party' s possession with respect to such Exchange Parcels, including allreports, maps and other written information, if any, which relate to the environmental conditionof the Exchange Parcels.

5. 3 Approval. Prior to the Effective Date, each Party has conducted such duediligence review of the Exchange Parcels which such Party shall receive pursuant to thisAgreement as it deems appropriate, and each Party hereby approves the condition of theExchange Parcel that it will receive pursuant to this Agreement.

5. 4 Environmental Insurance. As part of its due diligence review, SOCCCD has

determined that it is feasible to amend its existing Environmental Pollution Legal LiabilityPolicy ( "Environmental Insurance ") for the ATEP Site to delete the SOCCCD Exchange

Parcels and add the City Exchange Parcels without additional premium. In lieu of adding City asan additional insured to the Environmental Insurance as to the Warner Parcel, SOCCCD shall

pay to City at the Close of Escrow the sum of Sixty Seven Thousand Seven Hundred Seventy - One and no /100 Dollars ($ 67, 771. 00) ( the " Environmental Insurance Credit "). City shallhave the right (but not the obligation) to obtain its own policy of environmental insurance as tothe Warner Parcel after the Close of Escrow on such terms and conditions as it deems acceptable,

at its sole cost and expense.

6. Intentionally Deleted.

7. Conditions Precedent to Close of Escrow.

7. 1 Mutual Conditions. The following shall constitute conditions precedent to theobligations of SOCCCD and City to close the Escrow and may be waived only by a writtenwaiver executed by both SOCCCD and City and delivered to Escrow Holder.

7. 1. 1 GPA/SPA. Each of the following events shall have occurred: ( a) the GPAand SPA adopted by the City as described in. Recital P above shall each be in full force andeffect; ( b) no revision of the GPA or the SPA shall be in any stage of any approval process; andc) any and all applicable statutes of limitation with respect to a CEQA challenge to the adoption

of the GPA, the SPA, the CEQA Document or the City' s compliance with CEQA in connectionwith the GPA or the SPA, shall have expired or, if the GPA, the SPA, the CEQA Document or

the City' s CEQA compliance shall have been challenged, such challenge shall have failed toaffect the City' s approval of the GPA, the SPA, the CEQA Document or the validity of theCity' s CEQA compliance.

7. 1. 2 Development Agreement. Each of the following events shall haveoccurred: ( a) City and SOCCCD shall have approved and executed the Development Agreementand shall have delivered the same to Escrow Holder pursuant to Section 8. 3 below; and ( b) anyand all applicable statutes of limitation with respect to a judicial CEQA challenge or electoral

challenge to the Development Agreement shall have expired, or if the Development Agreement

shall have been challenged, such challenge shall have failed to affect the validity of theDevelopment Agreement.

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7. 1. 3 Bell Agreement. City and SOCCCD shall have approved, executed anddelivered the Bell Agreement.

7. 1. 4 McCain Agreement. City and SOCCCD shall have approved, executedand delivered the McCain Agreement.

7.2 SOCCCD' s Conditions. Each of the following shall constitute a conditionprecedent to the obligations of SOCCCD to close the Escrow and may be waived only by awritten waiver executed by SOCCCD and delivered to City and to Escrow Holder:

7.2. 1 Interim Lease. City and SOCCCD shall have entered into the InterimLease described in Section 10. 3 below.

7.2. 2 Environmental Insurance. The carrier of SOCCCD' s Environmental

Insurance shall have irrevocably committed to issue an amendment to the policy ofEnvironmental Insurance deleting the SOCCCD Exchange Parcels from coverage and adding theCity Exchange Parcels for coverage effective upon the Close of Escrow, for no additionalpremium.

7.2.3 City Documents. City shall have deposited in Escrow the funds anddocuments set forth in Section 8. 3. 2 below.

7. 2.4 Title Policy. The Title Company shall be irrevocably committed to issuethe City Exchange Parcels Title Policy upon the Close of Escrow.

7.2. 5 No Material Change. As of the Close of Escrow, there shall be no

material change in the City Exchange Parcels that would materially impair SOCCCD' s use ordevelopment of the City Exchange Parcels.

7. 2. 6 Representations and Warranties. All of City' s representations andwarranties as set forth herein shall be true as of the Close of Escrow.

7. 2. 7 No Default. City shall not be in default hereunder. If SOCCCD does notgive Escrow Holder written notice of City' s default, for purposes of this Section 7. 2. 7 only, Cityshall be deemed not to be in default hereunder, and Escrow Holder shall proceed with the Close

of Escrow as though City were not in default. SOCCCD' s failure to give such notice to EscrowHolder shall not excuse performance by City of any obligation hereunder.

7.3 City' s Conditions. Each of the following shall constitute a condition precedentto the obligations of City to close the Escrow and may be waived only by a written waiverexecuted by City and delivered to SOCCCD and to Escrow Holder:

7.3. 1 SOCCCD Conveyance Documents. SOCCCD shall have deposited in

Escrow the funds and documents set forth in Section 8. 3. 1 below.

7. 3. 2 Title Policy. The Title Company shall be irrevocably committed to issuethe SOCCCD Exchange Parcels Title Policy upon the Close of Escrow.

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7.3.3 No Material Change. As of the Close of Escrow, there shall be no

material change in the SOCCCD Exchange Parcels that would materially impair City' s use ordevelopment of the SOCCCD Exchange Parcels.

7.3.4 Representations and Warranties. All of SOCCCD' s representations and

warranties as set forth herein shall be true as of the Close of Escrow.

7.3. 5 No Default. SOCCCD shall not be in material default hereunder. If Citydoes not give Escrow Holder written notice of SOCCCD' s default, for purposes of this

Section 7. 3. 5 only, SOCCCD shall be deemed not to be in default hereunder, and Escrow Holdershall proceed with the Close of Escrow as though SOCCCD were not in default. City' s failure togive such notice to Escrow Holder shall not excuse performance by SOCCCD of any obligationhereunder.

8. Close or Cancellation of Escrow.

8. 1 Closing Procedures. The Parties agree that the Escrow shall close and EscrowHolder is instructed to close the Escrow upon the satisfaction or waiver of the last to be satisfied

or waived of the conditions precedent to the Close of Escrow set forth in Section 7 above, but in

no event later than June 28, 2013 ( the " Closing Date ").

8. 1. 1 Issuance of Title Policies. Escrow Holder by closing the Escrow shall bedeemed to have irrevocably committed to cause the Title Company to issue the City ExchangeParcels Title Policy and the SOCCCD Exchange Parcels Title Policy.

8. 1. 2 Failure of Close of Escrow to Occur. In the event that the Close of

Escrow fails to occur by the Closing Date and neither Party is in default of its obligationshereunder, then either Party may cancel the Escrow by written notice to the other Party and toEscrow Holder. In the event that, due to a default by either Party, the Close of Escrow fails tooccur by the Closing Date, then without waiving any rights or remedies which the non- Defaulting Party may have against the Defaulting Party ( as defined in Section 12. 1 below) underthis Agreement, the non - Defaulting Party may cancel the Escrow upon written notice to theDefaulting Party and to Escrow Holder.

8. 2 Escrow Cancellation.

8.2. 1 If, for any reason, the Escrow is cancelled pursuant to Section 8. 1. 2 above, Escrow Holder shall return to the Parties delivering same all instruments which are then held byEscrow Holder in connection with the Escrow.

8.2. 2 If the Escrow is cancelled pursuant to Section 8. 1. 2 above and neither

Party is in default of its obligations hereunder, this Agreement shall be deemed to be terminatedwith the exception of those provisions which expressly state that they are to survive such

termination), and SOCCCD and City shall each bear one -half ( 1/ 2) of the title and Escrow feeand cancellation charges, if any. In such event, neither Party shall be obligated to the other toclose the Escrow hereunder.

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8.2.3 If the Escrow is cancelled pursuant to Section 8. 1. 2 above and SOCCCD

is the Defaulting Party, SOCCCD shall pay the Escrow fee and cancellation charges.

8. 2. 4 If the Escrow is cancelled pursuant to Section 8. 1. 2 above and City is theDefaulting Party, City shall pay the Escrow fee and cancellation charges.

8. 3 Items to be Delivered into Escrow.

8.3. 1 SOCCCD. On or before one ( 1) business day prior to the date set forClose of Escrow, SOCCCD shall execute, acknowledge ( as applicable) and deposit into Escrow

the following:

a) Immediately available funds in the amount of the EnvironmentalInsurance Credit plus District' s share of costs described in Section 9. 1 below;

b) One ( 1) original of a quitclaim deed as to the Warner Parcel and

Valencia Parcel No. 1 in the form of Exhibit N attached hereto ( the " SOCCCD -City QuitclaimDeed ");

c) Two (2) counterparts of a bill of sale as to the Warner Parcel and

Valencia Parcel No. 1 in the form of Exhibit 0 attached hereto ( the " SOCCCD -City Bill ofSale ");

d) Two ( 2) counterparts of the City - SOCCCD Bill of Sale ( as definedin Section 8. 3. 2( c) below);

e) One ( 1) original of an irrevocable offer of dedication for street

purposes of the Bell Avenue ROW in the form of Exhibit P attached hereto ( the " Bell AvenueDedication ");

t) Two ( 2) counterparts of an amendment to the Sublease deletingValencia Parcel No. 2 and adding the Child Care Parcel in the form of Exhibit 0 attached heretothe " Sublease Amendment ");

g) One ( 1) original of an Amendment to Short Form Notice ofSublease in the form of Exhibit R attached hereto ( the " Notice of Sublease Amendment ");

h) One ( 1) original of a Termination of Short Form Notice of

Agreement in the form of Exhibit S attached hereto ( the " Termination of Notice ");

i) One ( 1) original of a Notice of Effective Date of Development

Agreement in the form of Exhibit T attached hereto ( the " Notice of Effective Date ");

j) One ( 1) original of an Amendment No. 1 to Covenants, Conditionsand Restrictions in the form of Exhibit U attached hereto ( the " Amendment to CC &Rs ");

k) Two (2) counterparts of an Amendment No. 1 to Bill of Sale in theform of Exhibit V attached hereto ( the " Amendment to Bill of Sale ");

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1) Two (2) counterparts of the Interim Lease in the form of

Exhibit AA attached hereto;

m) A nonforeign transferor declaration ( the " Nonforeign Transferor

Declaration (SOCCCD) ") substantially in the form of Exhibit W attached hereto;

n) A California state tax withholding certificate in accordance withthe requirements of California Revenue and Taxation Code Section 18668 ( the " California Tax

Certificate (SOCCCD) "); and

o) Such other documents as may be reasonably required by TitleCompany or Escrow Holder in order to issue the SOCCCD Exchange Parcels Title Policy orotherwise required to transfer the SOCCCD Exchange Parcels to City in accordance with theterms of this Agreement.

8.3.2 Cj. On or before one ( 1) business day prior to the date set for Close ofEscrow, City shall execute and deposit into Escrow the following:

a) Immediately available funds in the amount of City' s share of costsdescribed in Section 9. 2 below;

b) One ( 1) original of a quitclaim deed as to the Red Hill Parcels in

the form of Exhibit X -1 attached hereto ( the " City - SOCCCD Quitclaim Deed "); and one ( 1)

original of a quitclaim deed as to the City ROW in the form of Exhibit X -2 attached hereto ( theCity ROW Deed ");

c) Two (2) counterparts of a bill of sale as to the Red Hill Parcels in

the form of Exhibit Y attached hereto ( the " City - SOCCCD Bill of Sale ");

d) Two (2) counterparts of the SOCCCD -City Bill of Sale;

e) Two (2) counterparts of the Sublease Amendment;

1) One ( I) original of the Notice of Sublease Amendment;

g) One ( 1) original of the Termination ofNotice;

h) One ( 1) original of the Notice of Effective Date;

i) One ( I) original of the Amendment to CC &Rs;

j) Two ( 2) counterparts of the Amendment to Bill of Sale;

k) Two (2) counterparts of the Interim Lease;

1) A nonforeign transferor declaration ( the " Nonforeign Transferor

Declaration (City) ") substantially in the form of Exhibit Z attached hereto;

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m) A California state tax withholding certificate in accordance withthe requirements of California Revenue and Taxation Code Section 18668 ( the " California TaxCertificate (City) "); and

n) Such other documents as may be reasonably required by TitleCompany or Escrow Holder in order to issue the City Exchange Parcels Title Policy or otherwiserequired to transfer the City Exchange Parcels to SOCCCD in accordance with the terms of thisAgreement.

8. 4 Escrow Holder' s Instructions. At such time as all of the conditions precedent to

the Close of Escrow shall have been satisfied or waived, the Escrow Holder shall proceed asfollows:

forth below:

8.4. 1 Date as of the Close of Escrow, all instruments calling for a date.

8.4.2 Record the following documents in the Official Records in the order set

a) The City - SOCCCD Quitclaim Deed;

b) The SOCCCD -City Quitclaim Deed;

c) The Notice of Sublease Amendment;

d) The Termination ofNotice;

e) The Notice of Effective Date; and

f) The Amendment to CC &Rs.

8.4.3 Deliver the following documents and funds:

a) To City:

i) The Environmental Insurance Credit;

ii) One ( I) fully- executed counterpart of each of thefollowing: ( A) the City- SOCCCD Bill of Sale; ( B) the SOCCCD -City Bill of Sale; ( C) theAmendment to Bill of Sale; ( D) the Sublease Amendment; and ( E) the Interim Lease; and

iii) The SOCCCD Exchange Parcels Title Policy.

b) To SOCCCD:

i) One ( 1) fully- executed counterpart of each of thefollowing: ( A) the City - SOCCCD Bill of Sale; ( B) the SOCCCD -City Bill of Sale; ( C) theAmendment to Bill of Sale; ( D) the Sublease Amendment; and ( E) the Interim Lease; and

ii) The City Exchange Parcels Title Policy.

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8. 4.4 Retain in Escrow the City ROW Deed and the Bell Avenue Dedicationfor later recordation pursuant to Section 13. 6 below.

8.4.5 Give SOCCCD and City telephonic notice that the Close of Escrow hasoccurred.

8.5 Post - Closing Matters. After the Close of Escrow, Escrow Holder shall deliver

the following:

8.5. 1 To City: A copy, as recorded, of the documents recorded pursuant toSection 8. 4.2 above, the original of the Nonforeign Transferor Declaration ( SOCCCD) and theoriginal of the California Tax Certificate ( SOCCCD).

8.5.2 To SOCCCD: A copy, as recorded, of the documents recorded pursuantto Section 8. 4.2 above, the original Nonforeign Transferor Declaration ( City), and the originalCalifornia Tax Certificate (City).

8.5.3 To Jackson, DeMarco, Tidus & Peckenpaugh, counsel to SOCCCD:

Copies of all documents to be delivered to SOCCCD pursuant to Section 8. 5. 2 above.

8.5.4 To Kutak Rock, LLP, counsel to City: Copies of all documents to be

delivered to City pursuant to Section 8. 5. 1 above.

8. 6 IRS Form 1099 -S. For purposes of complying with Section 6045 of the Code, asamended by Section 1521 of the Code, Escrow Holder shall be deemed the " person responsiblefor closing the transaction," and shall be responsible for obtaining the information necessary tofile and shall file within the time specified with the Internal Revenue Service Form 1099 -5,

Statement for Recipients of Proceeds from Real Estate, Broker and Barter ExchangeTransactions."

9. Costs and Prorations.

9. 1 Costs to be Paid by SOCCCD. SOCCCD shall pay the following costs:

9. 1. 1 The portion of the premium for the City Exchange Parcels Title Policy thatis SOCCCD' s responsibility pursuant to Section 4. 1 above;

9. 1. 2 The premium for the SOCCCD Exchange Parcels Title Policy that isSOCCCD' s responsibility pursuant to Section 4.2 above; and

9. 1. 3 One -half (1/ 2) of the Escrow fee.

9. 2 Costs to be Paid by City. City shall pay the following costs:

9. 2. 1 The premium for the City Exchange Parcels Title Policy that is City' sresponsibility pursuant to Section 4. 1 above;

9. 2. 2 The portion of the premium for the SOCCCD Exchange Parcels Title

policy that is City' s responsibility pursuant to Section 4.2 above; and15

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9.2.3 One -half (1/ 2) of the Escrow fee.

10. Representations and Warranties; Covenants.

10. 1 SOCCCD' s Representations and Warranties. As a material inducement to

City to enter into this Agreement, SOCCCD makes the following covenants, representations andwarranties to City set forth in this Section 10. 1 as of the date hereof and as of the Close ofEscrow.

10. 1. 1 SOCCCD' s Authority to Execute Agreement. SOCCCD herebyrepresents to City that on and as of the date of this Agreement and on and as of the Close ofEscrow, SOCCCD has full capacity, right, power and authority to execute, deliver and performthis Agreement and all documents to be executed by SOCCCD pursuant hereto, and all requiredaction and approvals therefor have been duly taken and obtained for the Close of Escrow. Theindividuals signing this Agreement and all other documents executed or to be executed pursuanthereto on behalf of SOCCCD shall be duly authorized to sign the same on SOCCCD' s behalfand to bind SOCCCD thereto. This Agreement and all documents to be executed pursuant hereto

by SOCCCD are and shall be binding upon and enforceable against SOCCCD in accordancewith their respective terms.

10. 1. 2 AS -IS. SOCCCD acknowledges that SOCCCD has inspected the CityExchange Parcels and made its own independent investigation of the same. SOCCCD further

acknowledges that it is acquiring the City Exchange Parcels " AS -IS," in reliance solely on itsown inspection of the City Exchange Parcels and on City' s representations and warranties as setforth herein.

10. 2 City' s Representations and Warranties. As a material inducement to SOCCCD

to enter into this Agreement, City makes the following covenants, representations and warrantiesto District set forth in this Section 10. 2 as of the date hereof and as of the Close of Escrow.

10. 2. 1 City' s Authority to Execute Agreement. City hereby represents toSOCCCD that on and as of the date of this Agreement and on and as of the Close of Escrow,

City has full capacity, right, power and authority to execute, deliver and perform this Agreementand all documents to be executed by City pursuant hereto, and all required action and approvalstherefor have been duly taken and obtained for the Close of Escrow. The individuals signing thisAgreement and all other documents executed or to be executed pursuant hereto on behalf of Cityshall be duly authorized to sign the same on City' s behalf and to bind City thereto. ThisAgreement and all documents to be executed pursuant hereto by City are and shall be bindingupon and enforceable against City in accordance with their respective terms.

10. 2. 2 AS -IS. City acknowledges that City has inspected the SOCCCDExchange Parcels and made its own independent investigation of the same. City furtheracknowledges that it is acquiring the SOCCCD Exchange Parcels " AS -IS," in reliance solely onits own inspection of the SOCCCD Exchange Parcels and on SOCCCD' s representations andwarranties as set forth herein.

10.3 Interim Lease. Upon the Close of Escrow, City, as lessor, and SOCCCD, aslessee, shall enter into a lease ( the " Interim Lease ") of Valencia Parcel No. I and a portion of

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Valencia Parcel No. 2 for a term of three ( 3) years. The Interim Lease shall be in the formattached hereto as Exhibit AA.

11. Mutual Releases.

11. 1 Mutual Release and Waiver. Except as expressly set forth in this Agreement, City, on the one hand, and SOCCCD, on the other hand, each hereby agrees to and does foreverwaive, release, acquit and forever discharge the other Party and such other Party' s predecessors, successors, subsidiaries and affiliates, and each of their respective elected and appointed

officials, officers, directors, shareholders, members, partners, limited partners, agents, attomeys,

employees, insurers and affiliates, and each of them, of and from any and all claims, losses, demands, obligations, liabilities, indebtedness, breaches of contract, disclosures, breaches of dutyor any relationship, acts, omissions, misfeasance, cause or causes of action, debts, sums ofmoney, accounts, compensations, contracts, controversies, promises, damages, costs, fees,

sanctions, losses and expenses of every kind, nature, description or character, and irrespective ofhow, why or by reason of what facts, which could, might or may be claimed to exist or whateverkind or name, whether known or unknown, suspected or unsuspected, developed or undeveloped,

liquidated or unliquidated, which ever existed, now exists or may hereafter exist, each as thoughfully set forth herein at length, which in any way arise out of, are connected with or relate to theCity Conveyance Agreement or the other City Conveyance Documents, except for anyobligations expressly set forth in this Agreement, the Development Agreement, the CEQA

Processing Agreement, the McCain Agreement, the Bell Agreement, or any of the documentsthat are attached thereto as exhibits and incorporated by reference therein ( all of the Claimsreleased under this Section 11. 1 shall be collectively referred to as the " Released Claims "). Each Party each hereby covenants and agrees not to sue or assert, or to cause or assist any otherperson or entity to sue or assert, any claim or cause of action which is released by the ReleasedClaims or which is based upon the Released Claims. The releases provided under this Section11. 1 shall be effective on the Close of Escrow.

Each Party agrees, represents and warrants that it realizes and acknowledges that it mayhereafter discover facts, in addition to or different from those which the Party now knows orbelieves to be true with respect to the subject matter of this Agreement and the Released Claims,

and in furtherance of this intention, the releases given herein shall be and remain in effect

notwithstanding the discovery of such additional or different facts. Each Party hereby expresslywaives any and all rights conferred upon it by the provisions of California Civil Code Section1542, and expressly consents that this release shall be given full force and effect according toeach and all of its express terms and provisions. Section 1542 provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER

FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF

KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS

OR HER SETTLEMENT WITH THE DEBTOR."

City Initials SOCCCD Initials

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Each Party hereby understands and acknowledges the significance and consequences of suchrelease and specific waiver of Section 1542 and has been advised by independent legal counselconcerning the same.

11. 2 Acknowledgment Concerning Releases. Notwithstanding anything inSection 11. 1 above, each Party acknowledges and agrees that the Released Claims do not includeany claim seeking to enforce or obtain a remedy for a breach of obligations created by theSOCCCD -City Agreements, or any of the documents that are attached thereto as exhibits andincorporated by reference therein.

11. 3 Monument Sign. Without limiting the generality of the releases set forth inSection 11. 1 above, effective upon the Close of Escrow, any obligation that SOCCCD may haveto construct a monument sign on that portion of the Valencia Parcels generally described as thenortheast corner of Red Hill and Valencia Avenues ( whether pursuant to the Specific Plan, the

conditions of approval for the construction of the Valencia Parcels Improvements, or any otherdocument) shall be abrogated and shall be of no further force or effect.

11. 4 Additional Agreements. The Parties further agree:

11. 4. 1 The settlement and resolution embodied in this Agreement is in good faithand is equitable;

11. 4. 2 This Agreement, its terms and provisions, and the releases set forth herein

have been carefully read in their entirety by each of the Parties, each of which has had the benefitand advice of counsel of its choosing;

11. 4.3 In entering into this Agreement and the settlement and releases set forthherein, each of the Parties is acting freely and voluntarily and without influence, compulsion orduress of any kind from any course, including, but not limited to, any other Party, its attorneys, representatives or anyone acting or purporting to act on behalf of any Party; and

11. 4.4 Each Party to this Agreement represents and warrants that it has notheretofore assigned, transferred, encumbered or purported to assign, transfer or encumber inwhole or in part, any claim, right or other matter transferred or released under this Agreement.

12. Default.

12. 1 Events of Default. The failure of a Party ( the " Defaulting Party ") to performany material act to be performed by such Party, to refrain from performing any materialprohibited act, or to fulfill any condition to be fulfilled by such Party under this Agreement, orunder any agreement referred to herein or attached hereto as an exhibit, within thirty (30) daysafter written notice of such failure from the Non - Defaulting Party shall be an " Event of Default" by the Defaulting Party with respect to the Defaulting Party' s obligations hereunder.

12. 2 Remedies. Upon the occurrence of any Event of Default by a Defaulting Party, the non - Defaulting Party shall have such rights or remedies available to it under this Agreementor at law or in equity.

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13. Post - Closing Covenants.

13. 1 Possession. Possession of the SOCCCD Exchange Parcels shall be delivered to

City upon the Close of Escrow, subject only to the SOCCCD Exchange Parcels PermittedExceptions. Possession of the City Exchange Parcels shall be delivered to SOCCCD upon theClose of Escrow, subject only to the City Exchange Parcels Permitted Exceptions. Except asotherwise provided in the Bell Agreement, each Party shall be solely responsible after the Closeof Escrow for demolishing any former military buildings or other improvements located on theExchange Parcels received by such Party at its sole cost and expense.

13. 2 Subsequent Closings. The Parties acknowledge and agree that fee title to the

Child Care Parcel and the balance of the Sublease Property shall be conveyed to SOCCCD inone or more " Subsequent Closings" pursuant to the terms of Section 1. 3. 4 of the DevelopmentAgreement.

13. 3 County Land Exchange Closing. The Parties agree to cooperate and to executeall documents necessary to consummate the SOCCCD- County Land Exchange pursuant to theCounty Land Exchange Agreement and Section 17 of the Development Agreement.

13. 4 Perimeter Fencing. From and after the Close of Escrow, each Party shall beresponsible for erecting and maintaining at its sole expense all perimeter fencing on the parcelsacquired by such Party pursuant to this Agreement as required by the SPA, any applicableconditions of approval issued by City affecting the ATEP Site, or by any applicable agreementsbetween SOCCCD and City. The Parties shall equally share the cost of erecting and maintainingany required perimeter fencing on any common property lines.

13. 5 Reciprocal Access Agreement. In the event that the Parties mutually determinefollowing the Close of Escrow that a reciprocal access agreement is necessary between ValenciaParcel No. 2 and Valencia Parcel No. 3 ( as defined in Section 13. 7 below), then the Parties agreeto negotiate such reciprocal access agreement in good faith.

13. 6 Dedication of Bell Avenue ROW. Either City or SOCCCD shall give EscrowHolder a notice ( the " Dedication Notice ") to record the City ROW Deed and the Bell AvenueDedication upon the first to occur of (a) the delivery by the City to SOCCCD of the " ProjectInitiation Notice" as defined in the Bell Agreement; or ( b) the two ( 2) year anniversary of theClosing Date. Upon receipt of the Dedication Notice, Escrow Holder shall record the City ROWDeed and the Bell Avenue Dedication ( in that order) in the Official Records.

13. 7 Acquisition of Valencia Parcel No. 3. The Parties acknowledge that City desiresto acquire from SOCCCD that certain 4. 53 acre parcel of real property adjacent to ValenciaParcel No. 2 that is identified on the Site Map as Area 10 (" Valencia Parcel No. 3 "). SOCCCD

and City agree to negotiate in good faith concerning the purchase price and the other terms andconditions of the acquisition of Valencia Parcel No. 3. In the event that the Parties are able to

reach such agreement, then SOCCCD shall give City a credit against the purchase price ofValencia Parcel No. 3 in an amount equal to the " Demolition Avoided Cost" (as defined below). The " Demolition Avoided Cost" shall be equal to Five Hundred Thousand and no /100 Dollars

500,000.00), and is equal to the amount that SOCCCD would otherwise have spent in order todemolish the helicopter hangar apron and other improvements at or below grade ( to a depth of

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ten ( 10) feet) on the Warner Parcel if the Exchange had not occurred. In the event that theParties are unable to reach agreement on the purchase price and the other terms and conditions of

the acquisition of Valencia Parcel No. 3 within eighteen ( 18) months after the Closing Date, thenSOCCCD shall pay to City within sixty ( 60) days after the expiration of such eighteen ( 18) month period an amount equal to one -half 0/ 2) of the Demolition Avoided Cost.

14. Miscellaneous.

14. 1 Notices. All notices or other communications between City and SOCCCDrequired or permitted hereunder shall be in writing and personally delivered or sent by certifiedmail, return receipt requested and postage prepaid, sent by reputable overnight courier ( such asFederal Express, UPS or DHL), or transmitted by electronic facsimile transmission ( withelectronic confirmation of receipt), to the following addresses:

If to City:

with a copy to:

If to SOCCCD:

with a copy to:

City of Tustin300 Centennial WayTustin, California 92780

Attention: Jeffrey Parker, City ManagerTelefacsimile No. ( 714) 838 -1602

Kutak Rock, LLP

1101 Connecticut Avenue N.W., Suite 1000

Washington, D.C. 20036

Attention: George Schlossberg, Esq. Telefacsimile No.: ( 202) 828 -2488

South Orange County Community College District28000 Marguerite ParkwayMission Viejo, California 92692

Attention: Debra Fitzsimons, Vice Chancellor of BusinessServices

Telefacsimile No.: ( 949) 347 -2472

Jackson, DeMarco, Tidus & Peckenpaugh

2030 Main Street, 12th Floor

Irvine, California 92614

Attention: Andrew P. Bernstein, Esq. Telefacsimile No.: ( 949) 752 -0597

A notice shall be effective on the date of personal delivery if personally delivered before5: 00 p. m. or otherwise on the day following personal delivery, or when received, if transmittedby electronic facsimile transmission ( with electronic confirmation of receipt), or two ( 2) businessdays following the date the notice is postmarked, if mailed, or on the day following delivery tothe applicable ovemight courier, if sent by overnight courier. Either Party may change theaddress to which notices are to be given to it by giving notice of such change of address in themanner set forth above for giving notice.

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14. 2 Time of the Essence. Time is of the essence of this Agreement and each andevery term and provision hereof.

14.3 Interpretation; Governing Law. This Agreement shall be construed as if

prepared by both Parties. This Agreement shall be construed, interpreted and governed by thelaws of the State of Califomia and the laws of the United States of America prevailing inCalifornia.

14. 4 Performance of Acts on Business Days. Unless specifically stated to thecontrary, all references to days herein shall be deemed to refer to calendar days. In the event that

the final date for payment of any amount or performance of any act hereunder falls on aSaturday, Sunday or holiday, such payment may be made or act performed on the nextsucceeding business day.

14. 5 Attorney' s Fees. In the event of any legal action or other proceeding between theparties regarding this Agreement ( an " Action "), the prevailing party shall be entitled to thepayment by the losing party of its reasonable attorneys' fees, expert witness fees, court costs andlitigation expenses, as determined by the court.

14. 6 Post - Judgment Attorneys' Fees. The prevailing party in any Action shall beentitled, in addition to and separately from the amounts recoverable under Section 14. 5 above, tothe payment by the losing party of the prevailing party' s reasonable attorneys' fees, expertwitness fees, court costs and litigation expenses incurred in connection with ( a) any appellatereview of the judgment rendered in such Action or of any other rating in such Action, and ( b) any proceeding to enforce a judgment in such Action. It is the intent of the Parties that theprovisions of this Section 14. 6 be distinct and severable from the other rights of the Parties underthis Agreement, shall survive the entry of judgment in any Action and shall not be merged intosuch judgment.

14. 7 Further Assurances; Survival. Each Party will, whenever and as often as itshall be requested to do so by the other Party, execute, acknowledge and deliver, or cause to beexecuted, acknowledged and delivered, any and all such further conveyances, assignments,

approvals, consents and any and all other documents and do any and all other acts as may benecessary to carry out the intent and purpose of this Agreement. All covenants and obligationscontained in this Agreement which imply or require performance after the Close of Escrow andall representations and warranties of the Parties contained in this Agreement shall survive theClose of Escrow.

14. 8 Entire Agreement; Amendments. This Agreement, together with the other

written agreements referred to herein, is intended by the Parties to be the final expression of theiragreement with respect to the subject matter hereof, and is intended as the complete and

exclusive statement of the terms of the agreement between the Parties. As such, this Agreementsupersedes any prior understandings between the Parties, whether oral or written. Anyamendments to this Agreement shall be in writing and shall be signed by all Parties hereto.

14. 9 No Waiver. A waiver by either Party hereto of a breach of any of the covenantsor agreements hereof to be performed by the other Party shall not be construed as a waiver of anysucceeding breach of the same or other covenants, agreements, restrictions or conditions hereof.

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14. 10 Assignment. Neither Party hereto shall assign its rights under this Agreementwithout the prior written consent of the other Party, which consent shall be in such Party' s solediscretion; provided, however, that notwithstanding the foregoing SOCCCD shall have the rightto assign its rights and delegate its obligations hereunder to an entity the board members ofwhich are the same as the members of the Board of Trustees of SOCCCD or to a wholly -ownedsubsidiary of such an entity.

14. 11 Binding Effect. This Agreement shall be binding upon and inure to the benefit ofthe Parties hereto and their respective heirs, representatives, successors and permitted assigns.

14. 12 Headings; Cross - References; Exhibits. The headings and captions used in this

Agreement are for convenience and ease of reference only and shall not be used to construe, interpret, expand or limit the terms of this Agreement. All cross - references in this Agreement,

unless specifically directed to another agreement or document, shall refer to provisions in thisAgreement and shall not be deemed to be references to any other agreements or documents. Each of the exhibits attached to this Agreement is hereby incorporated into this Agreement bythis reference.

14. 13 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the

same document.

14. 14 Effective Date. This Agreement shall become effective on the date ( the

Effective Date ") this Agreement is executed by the last of the persons required to bind theparties hereto as set forth opposite their respective signatures below.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement onthe date set forth opposite their respective signatures below.

DATED: CITY:

CITY OF TUSTIN,

a California municipal corporation

By:

Name: Jeffrey C. Parker

Title: City Manager

APPROVED AS TO LEGAL FORM:

By:

Name:

Title:

DATED: SOCCCD:

SOUTH ORANGE COUNTY COMMUNITY

COLLEGE DISTRICT, a California public

agency

By:

Name: Gary L. Poertner

Title: Chancellor

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ACCEPTANCE BY ESCROW HOLDER

Escrow Holder hereby acknowledges receipt of this fully executed Agreement on theday of , 20_, which date shall be the Escrow Opening Date, and

accepts the escrow instructions set forth herein.

ESCROW HOLDER:

FIRST AMERICAN TITLE INSURANCE

COMPANY

By:

Name:

Title:

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