SANTA ANA UNIFIED SCHOOL DISTRICT (13) -2002

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• 0 A-2002-101B ESCROW DEPOSIT AND DISBURSEMENT AGREEMENT This Escrow Deposit and Disbursement Agreement ("Agreement") is dated as of August 5, 2003 by and between Santa Ana Unified School District ("District"), a public school district duly organized and existing under the laws of the state of California and the City of Santa Ana ("City"), a charter city and municipal corporation duly organized and existing under the constitution and laws of the state of California. RECITALS WHEREAS, the City and District entered into a Joint Use Agreement and Covenant by and Between the Santa Ana Unified School District and the City of Santa Ana dated as of June 3, 2002 ("Joint Use Agreement") wherein the City agreed to convey approximately 18.84 acres of Centennial Park to the District for use as a site for a performing arts center and athletic facilities ("Joint Use Property") to support Hector Godinez Fundamental High School. WHEREAS, the City and District also entered into a Ground Lease and Option Agreement dated June 3, 2002 ("Ground Lease") for the lease of the Joint Use Property to the District subject to certain terms and conditions. WHEREAS, Section 6.2 of the Ground Lease requires the District to set aside in an interest bearing escrow account an amount to be agreed upon by the City Manager and the District's Superintendent for the estimated construction costs of the various improvements called for in Subsections 5.1-5.4, 5.6-5.9 and 5.11 and 5.12 of the Ground Lease (the "Joint Use Improvements") and certain sums for potential off-site channel improvements which may or may not be required by the Orange County Flood Control District ("Channel Improvements") in an amount agreed to by the City and District. WHEREAS, the City and District desire to enter into this Agreement to establish the escrow account required by Section 6.2 of the Ground Lease for the construction of the Joint Use Improvements and the Channel Improvements, if required. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Ground Lease. NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, the City and District agree as follows: 1. Escrow Account. Pursuant to the requirements of Section 6.2 of the Ground Lease, the District has opened an account with the Bank of the West, at 4400 Macarthur Avenue, Suite 150, Newport Beach„ California, Account No. 748-001922, referenced as "Santa Ana Unified High School District Escrow Account" ("Escrow Account" to be used only for the purposes set forth in the Ground Lease and this Agreement. 2. Deposit of Funds. Pursuant to the requirements of Section 6.2 of the Ground Lease, the District will deposit the total sum of Seven Million Four Hundred Fifty Seven Thousand Dollars ($7,457,000) ("Escrow Funds") upon award of the construction contract by the Board of Education of the Santa Ana Unified School District. The Escrow Funds will be used by the District for the construction of the Joint Use Improvements and Channel Improvements, if required. The Escrow Funds shall be allocated for the Joint Use Improvements and Channel 05382.047/415159v2 1