2020-090 -Approving a Disposition and Development Agreement

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(a) All Insurance Documents; (b) Any covenants, conditions or restrictions proposed for the Property; and 3.5.2 City Approval. Within thirty (30) calendar days after the City receives any item required to be delivered to the City by the Developer pursuant to Section 3.1, the City shall Notify the Developer whether or not such submitted matter is reasonably acceptable to the City. Any Notice from the City stating that a particular submitted matter is not acceptable to the City shall also state the actions that the City reasonably believes are required to make such matter acceptable to the City. Within thirty (30) calendar days after receipt of any Notice from the City stating that a submitted matter is not acceptable to the City, the Developer shall appropriately revise any matter disapproved by the City in a manner intended in good faith to obtain the City's approval of such matter and re -submit such matter to the City for approval. The process applicable to the City's consideration of the initial submittal of any matter shall apply to any re -submittal of such matter, following its disapproval by the City. If the City fails to Notify the Developer that it does not approve of any submitted matter within the requisite thirty (30) calendar period, then the City shall be deemed to have approved such matter. 3.6 City Relocation Assistance. 3.6.1 Relocation. The Property currently has a public parking structure. The City currently sells monthly parking passes, and thirty (30) parking spaces are leased to California State University, Fullerton Foundation. The lease with California State University, Fullerton Foundation is set to expire on December 31, 2028. The City will work with California State University, Fullerton Foundation to relocate the thirty (30) leased parking spaces. If the relocation cannot be accomplished the Developer will accommodate the lease as part of the 211 public parking spaces. The City has no known relocation and related obligations. Notwithstanding the foregoing, as between the City and the Developer, the City shall be responsible, at its sole cost and expense, for any and all relocation and related expenses attributable to the relocation of the occupants of the Property, if any. The City shall defend, indemnify and hold the Developer and its officers, employees, agents, attorneys, and contractors harmless from and against all liability for any relocation and related expenses attributable to the development of the Property and the relocation of its previous occupants. ARTICLE 4 JOINT ESCROW INSTRUCTIONS 4.1 Opening of Escrow. The City and the Developer shall cause the Escrow to be opened no later than January 1, 2021. The Escrow Agent shall promptly confirm the Escrow Opening Date in writing to each of the Parties. The Escrow Closing Date shall be on or before September 30, 2022 unless the Escrow Closing Date is extended as provided in this Agreement. This ARTICLE 4 shall constitute the joint escrow instructions of the City and the Developer to the Escrow Agent for conducting of the Escrow. 19 55394.00049\33239203.12