SANTA ANA UNIFIED SCHOOL DISTRICT (13) -2002

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Improvements as provided below. All interest on the Escrow Funds shall accrue to the District and may be withdrawn and used by the District at any time. 2.1 Joint Use Improvements. Five Million Nine Hundred Fifty Seven Thousand Dollars ($5,957,000) ("Joint Use Improvement Funds") shall be used by the District for payment of the following estimated construction costs: Section Item/Work Description 5.1 Hardscape/Parking/Other Improvements 5.2 Addition of Third Level to Parking Structure 5.3 Traffic Signal 5.4 Intersection re-striping 5.5 Fencing 5.6 Replacement of 2 softball fields (including conduit and wiring for future lighting) 5.7 Replacement of field restroom 5.8 Replacement of existing maintenance facility/parking 5.9 Monument sign 5.11 Lighting to athletic facilities, basketball courts and fields 5.12 Addition of storage space in performing arts building 5.12 Addition of storage room in gymnasium building 5.13 Locker/Changing Facility Total Estimated Construction Costs for Joint Use Improvements Estimated Cost $2,430,000 $1,378,000 $ 88,000 $ 45,000 $ 15,000 $ 446,000 $ 179,000 $ 606,000 $ 6,000 $ 576,000 $ 154,000 $ 29,000 $ 5,000 $ 5,957,000 The City and District acknowledge that the above costs are estimates only and may be subject to change. District shall have the right, without need for further approval from the City, to withdraw funds from the Escrow Account for payment of costs for the Joint Use Improvements and to reallocate sums between the items noted above if necessary to complete construction of any portion of the Joint Use Improvements, provided in the District's reasonable judgment there are sufficient Joint Use Funds remaining to complete the remaining Joint Use Improvements. If the total estimated construction costs for the Joint Use Improvements are greater than $5,927,000 District shall fund any excess costs necessary to complete construction of the Joint Use Improvements. 2.2 Channel Improvement Funds. One Million Five Hundred Thousand Dollars ($1,500,000) ("Channel Improvement Funds") shall be held in the Escrow Account to be used for the Channel Improvements, if required by the Orange County Flood Control District ("FCD"). In the event that FCD determines that the Channel Improvements are not necessary or the cost of the Channel Improvements required to be paid by the District is less than $1,500,000, all or a portion, as applicable, of the Channel Improvement Funds shall be immediately released to the District. This Agreement shall be amended to acknowledge the release or reduction of the Channel Improvements Funds and the total Escrow Funds required to be deposited by the District. In the event construction of the Channel Improvements is required, the District shall prepare an estimated budget similar to the Joint Improvements Improvement budget set forth in Section 2.1 above. Disbursement of the Channel Improvement Funds shall be made under the same terms osssz.o47iaisiand conditions as set forth in Section 2.1 above for the Joint Use Funds. 2