Chula Vista City Council
December 10, 2024

11581495.1
MILLENIA PARCEL MAP 22000 PARCEL 1

OPTION, PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

BETWEEN
MILLENIA 2022, LLC
a Delaware limited liability company
SELLER"
and

CITY OF CHULA VISTA
BUYER"
ACN# 2023- 055
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F Ord. 3542
11581495.1
1 OPTION, PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
THIS OPTION, PURCHASE, AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") dated as of March 30, 2023 (“ Effective Date”), is entered into by and between MILLENIA 2022, a Delaware limited liability company, formerly known as SLF IV – Millenia, LLC, a Delaware limited liability company (" Seller"), and CITY OF CHULA VISTA (" Buyer” or “ City"). This Agreement constitutes ( i) an assignable option to purchase, ( ii) upon exercise of the option, a contract of purchase- and- sale agreement and ( iii) escrow instructions to FIRST AMERICAN TITLE INSURANCE COMPANY ("Escrow Holder"), whose consent appears at the end of this Agreement. Seller and City/Buyer are sometimes individually referred to herein as a “ Party” and collectively as “ Parties.”
ARTICLE 1

RECITALS
A. City and McMillin Otay Ranch, LLC (“ Original Master Developer”) entered into the Development Agreement By and Between the City of Chula Vista and McMillin Otay Ranch, LLC that was recorded October 27, 2009 as Document No. 2009- 0595116 Official Records of the San Diego County Recorder (“ Development Agreement”).

B. On or about February 22, 2011, Seller succeeded to Original Master Developer’ s rights under the Development Agreement, and subsequently entered into with City that certain First Amendment to Development Agreement that was recorded July 27, 2018 as Document No. 2018- 0306624 (“ First Amendment”), and that certain Second Amendment to Development Agreement approved by the City Council on February 7, 2023, and recorded February 21, 2023 as Document No. 2023- 0043553 (“ Second Amendment”). As used herein, the “ Development Agreement” shall mean the original Development Agreement as amended by the First Amendment and the Second Amendment.

C. Under the terms of the Second Amendment, in consideration for certain acknowledgements and agreements by City regarding Seller’s rights under the terms of the Development Agreement, City’ s agreements to facilitate and expedite processing of a proposed hotel project and residential project, and for other good and valuable consideration, Seller agreed to grant City an option to acquire the Property ( defined below), all on the terms more particularly described therein (“ City’s Option”).

D. The Parties now desire to enter into this Agreement for purposes of implementing City’ s Option.

NOW, THEREFORE, in consideration of the above Recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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2 ARTICLE 2

DEFINITIONS
In addition to the definitions contained elsewhere in this Agreement, unless the context otherwise indicates, the following terms shall have the meanings as set forth in this Article:

Business Day" means any day other than Saturday, Sunday or any legal state or national holiday observed in the State of California.

Buyer' s Feasibility Condition" means the Buyer' s Feasibility Condition described in Section 5.1(a) below.

Cash" means ( i) currency, ( ii) a check or checks currently dated, payable to Escrow Holder or ordered and honored upon presentation for payment, or (iii) funds wire-transferred or otherwise deposited into Escrow Holder's account at Escrow Holder's direction, in each event in U.S. dollars.

CFDs" mean each Community Facility District which is established or becomes established and covers the Property or any portion thereof.

Close of Escrow" means the date the Seller's Grant Deed (a copy of which is attached as Exhibit " B" hereto) and any other documents to be recorded on the Closing Date pursuant to the terms hereof are filed for record.

Closing Date" is defined in Section 11.2.

City" means the City of Chula Vista.

City Development Plans" refers to the City planning and zoning approvals and other governmental regulations and requirements applicable to the Property and other land as the same have been and may become changed and/ or amended from time to time.

City Entry Permit” has the meaning set forth in Section 6.6.

City’ s Option” has the meaning set forth in Recital C.

County" means the County of San Diego, State of California.

Design Review Application” means Seller’ s ( or its respective successors- in-interests’) site plan and design review applications for the Hotel Project and the Residential Project, as applicable.

Development Agreement” has the meaning set forth in Recital B.

Districts” shall mean the CFDs and/ or other assessment districts currently or hereafter affecting the Property.

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3 Escrow Holder" means First American Title Insurance Company, 4380 La Jolla Village Drive, Suite 200, San Diego, CA 92122. Sheri Keene is expected to be the escrow officer for this transaction.

Exercise Notice” has the meaning set forth in Section 3.3.

Final “ A” Map” means the Parcel Map.

Force Majeure Events” means, as it relates to Buyer or Seller’ s obligations hereunder except for monetary obligations), delays caused by unusual, extreme and adverse weather conditions, fire, flood, earthquake, or other acts of God, strikes, boycotts or general labor disputes impacting the Property or Buyer’ s development thereof and other property in general but not specifically related to the Project, riots, insurrections or acts of terrorism, shortages of materials or labor, moratorium, or other factors beyond the reasonable control of Buyer or Seller, as applicable.

General and Special Real Estate Taxes" means all charges evidenced by the secured tax bill issued by the Tax Collector of the County, including, but not limited to, amounts allocated to ( i) County or City general governmental purposes, ( ii) bonded indebtedness of the County or City, (iii) bonded or other indebtedness and operating expenses of any school, college, sewer, water, irrigation, hospital, library, utility, county service, community facilities district or other district, and (iv) any other lawful purpose.

Governing Agency” means the State, City and/ or other governmental or quasigovernmental agency, entity, body or authority, as applicable.

Hold- Down Site” has the meaning set forth in Section 6.4.

Hotel Driveway Improvements” has the meaning in Section 6.13.

Hotel Lot” means Parcel 2 of Parcel Map No. 22000.

Hotel Project” means that certain four-story hotel to be constructed on the Hotel Lot, including the Hotel Driveway Improvements and other access improvements necessary to provide customary access to the existing signalized intersection with Millenia Avenue, and all related improvements.

Lot” and “ Lots” have the meanings set forth in Section 5.1(c).

Lot 19” means Lot 19 of Parcel Map 16081.

Jogging Trail” means a jogging trail, as depicted on the Parcel Map as Parcels A and B or the Jogging Trail Lot, to be aligned and located on the Property along the portion thereof adjacent to Millenia Avenue and constructed by Seller after Close of Escrow in compliance with the conditions of Final Map 16081 of Official Records of the San Diego County Recorder and the Project Entitlements.

Jogging Trail Improvements” means all improvements to be designed, permitted, constructed, installed and completed by Seller on the Jogging Trail, at Seller’ s cost and expense, consistent with the City Development Plans.

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4 Jogging Trail Lot” means, collectively, Parcels A and B of Parcel Map No. 22000 on which the Jogging Trail will be located.

Master Association” has the meaning set forth in Section 14.6(a).

Master Association Documents” has the meaning set forth in Section 14.6(a).

Master Declaration" means that certain First Amended and Restated Declaration of Covenants, Covenants and Restrictions and Establishment of Easements of Millenia recorded September 7, 2016 as document no. 2016- 0468648 of Official Records of the San Diego County Recorder, as the same may be further amended or supplemented from time to time. Buyer and Seller intend that the Property will be covered by the Master Declaration at or prior to Close of Escrow.

Millenia Project” means that approximately 206 acres planned for a mixed use, transit oriented urban center in the City within the area identified as the Eastern Urban Center in the Otay Ranch General Development Plan. The Millenia Project is generally bordered to the north by Birch Road, to the south by future Hunte Parkway, to the west by State Route 125, and to the east by Eastlake Parkway.

Opening of Escrow” means the date that Buyer delivers the Exercise Notice to Seller in order to exercise City’s Option to purchase the Property hereunder and the Escrow Officer has executed the Consent of Escrow Holder attached hereto as part of this Agreement.

Parcel Map” means Parcel Map No. 22000 filed February 22, 2023 as Document No. 2023- 7000065 of the Official Records of San Diego County Recorder.

Parks Agreement” means that certain Agreement Regarding Construction of Parks in a Portion of Otay Ranch Eastern Urban Center between McMillin Otay Ranch, LLC and the City of Chula Vista recorded October 28, 2009 as document 2009-0599389 of Official Records of the San Diego County Recorder, as such agreement has been or may be amended from time to time.

Parking Management Plan” means that certain City approved Millenia Parking Management Plan prepared by Linscott, Law and Greenspan Engineers, dated November 28, 2016, as amended by that certain Amendment #1 dated March 20, 2020 and approved by the City on February 5, 2021, as both may be amended or updated from time to time.

Project Entitlements” means the terms and provisions of the Development Agreement, the Sectional Planning Area ( SPA) plan, Master Association Documents, Parking Management Plan, and all other permits, maps, and entitlements affecting the Property, as they may be amended from time to time, or that may be required to be obtained by Buyer for the Buyer’ s development of the Property.

Property” means that certain real property in the City of Chula Vista, County of San Diego, State of California, zoned for hotel use, the legal description of which is set forth onExhibit A" hereto. The Property is generally described as Parcel 1 of Parcel Map No. 22000 filed in the Office of the County Recorder of San Diego County. The Property consists of approximately 8.64 gross acres.

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5 Residential Project” means that certain residential project to be constructed on Lot 19, consisting of not less than 220 nor more than 250 residential units and related improvements.

Seller Entry Permit” has the meaning in Section 6.4.

Seller’s Group” is defined in Section 4.2.

State” means the State of California.

Title Insurer" means First American Title Insurance Company, whose address is 4380 La Jolla Village Drive, Suite 200, San Diego, California 92122.

ARTICLE 3

OPTION AND PURCHASE TERMS

3.1 In General; Option Consideration. On the terms set forth herein, Seller agrees to sell and Buyer, or its Permitted Assignee ( defined below), upon the timely and proper exercise of City’s Option, agrees to buy the Property for the sum of One Dollar ($1.00) (the “ Purchase Price”) payable in Cash at Closing. Within three ( 3) Business Days after the full execution of this Agreement, Buyer will deliver to Escrow Holder the sum of One Hundred Dollars ($100.00) which shall be immediately released to and retained by Seller as consideration for entering into this Agreement (the “ Option Consideration”). The Option Consideration will not be applied to the Purchase Price at Closing. Any interest on the Option Consideration shall accrue for the benefit of Seller.

3.2 Option Term. The term of City’ s Option ( the " Option Term") shall commence on the date that the Parcel Map has been recorded and shall automatically expire on the date occurring five ( 5) years thereafter ( the " Option Termination Date"). The Option Term may be extended by written mutual agreement of the Parties.

3.3 Exercise of City’ s Option Rights. At any time during the Option Term, City, or City’s Permitted Assignee as authorized under Section 3.4 below, may exercise the Option by timely sending Seller a written notice of Optionee' s intention to exercise the Option ( the " Exercise Notice") with a proposed closing date consistent with the provisions of Section 11.2 below.

3.4 Assignment. City may assign City’ s Option and its rights to acquire the Property under the terms of this Agreement to any individual or entity designated by City (“ Permitted Assignee”) without the prior consent of Seller, provided that: ( a) City gives Seller written notice of such assignment within thirty ( 30) days after such assignment; and ( b) City’s Permitted Assignee executes an instrument in a form reasonably satisfactory to Seller agreeing to be bound by all the terms and conditions of the City’s Option and this Agreement, except as may otherwise be mutually agreed between Permitted Assignee and Seller as provided in this Section. Following any such assignment by City to its Permitted Assignee, subject to the foregoing requirements, Seller agrees to meet and confer with City and/ or City’ s Permitted Assignee in order to identify and make available to the Permitted Assignee any additional or updated “ Property Information” as defined in Section 4.4 below) that Seller may have developed in accordance with Section 4.4, and to consider minor, non-material proposed amendments as may be proposed thereby. Any such DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
6 amendments agreed to by Seller shall be in writing and executed by Seller and City’s and/or City’s Permitted Assignee, as applicable. In the event of any such assignment by City to City’s Permitted Assignee, the Permitted Assignee shall be and become ( i) the “ Buyer” hereunder, ( ii) the grantee of Seller's Grant Deed, (iii) the insured owner under the Title Policy, and (iv) the person or entity having the right or obligation to (a) deliver statements, ( b) deliver documents, ( c) give approvals, d) waive conditions, or (e) make demands, all as may be permitted or required by this Agreement and not then already accomplished by City. From and after any such assignment by City to a Permitted Assignee, the City shall be relieved and released from any further obligations under this Agreement.

ARTICLE 4

RIGHT TO ENTER

4.1 Limit on Escrow Holder' s Responsibility. Escrow Holder shall have no concern with, responsibility for, nor liability for this Article.

4.2 Right to Enter Upon the Property. Buyer ( including any Permitted Assignee as Buyer), its employees, agents, contractors, consultants and independent contractors Representatives”) ( collectively, “ Entering Parties”), may, prior to Close of Escrow, enter upon the Property to reasonably inspect, survey and test the conditions present on the Property and/or for purposes of designing any planned improvements. Entering Parties shall only enter the Property after giving five (5) Business Days advance written notice to Seller and shall afford Seller the opportunity to accompany Entering Parties. Entering Parties shall not conduct any drilling, boring or other invasive testing of the Property without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer or its Assignee shall fully protect, defend ( with counsel of Seller's choice), hold harmless and indemnify Seller, Millenia Real Estate Group, LLC, Meridian Communities, LLC, Meridian Development, LLC, Meridian Building Services, Inc., and their respective members, managers, officers, employees, agents, consultants, contractors, representatives, successors and assigns (“ Seller’ s Group”) and the Property itself from any and all claims, suits, causes of action, liabilities, damages, losses, costs, injuries, liens ( including but not limited to mechanic' s, materialman' s, contractor' s and similar liens), actions or judgments of any kind or nature (including, without limitation, reasonable attorneys' fees, expert fees, and litigation costs and expenses) ( collectively, “ Losses”) to the extent arising from any entry onto the Property by Entering Parties or the negligent acts and omissions or willful misconduct of Entering Parties on the Property, excluding any such Losses caused by Seller’ s or any Seller Group party’ s gross negligence or willful misconduct. Before undertaking any activity on the Property which requires a permit from the appropriate governmental agency, Entering Parties will obtain such permits and pay any fees or expenses required to obtain or carry out said permits. Termination of this Agreement will not terminate Entering Parties’ obligations hereunder. Should Buyer's right to purchase the Property or any portion thereof terminate, Buyer will, immediately after such termination, at Buyer' s sole cost, return the Property to its physical condition as it existed immediately before such damage caused by Entering Parties.

4.3 Insurance. Prior to any entry on the Property by Entering Parties, such parties shall secure and maintain, at their sole cost, the following policies of insurance on which Seller shall be an " Additional Insured" and which shall include coverage for Entering Parties, its employees', agents', consultants', contractors', and subcontractors' activities on or in any way DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
7 relating to the Property: (a) commercial general liability and property damage insurance, including contractual liability, with limits of not less than $ 1,000,000 per occurrence for bodily injury, personal injury and property damage, and with $2,000,000 general aggregate; ( b) comprehensive automobile liability insurance for all licensed vehicles operated or used, including owned, hired and non- owned autos, with a minimum combined Single Limit for Bodily Injury and Property Damage of $1,000,000 for each accident; ( c) workers' compensation and employer's liability insurance in accordance with the provisions of California law; ( d) Employer' s liability insurance of not less than $1,000,000; ( e) Umbrella/Excess Liability Insurance providing excess liability coverage with respect to the commercial general liability, business automobile liability and employers’ liability policies described above, on an occurrence basis with limits of at least 2,000, 000 per occurrence and $ 2,000, 000 general aggregate and products/ completed operations aggregate; and (f) unless waived in writing by Seller, or not available on commercially reasonably terms in the insurance market as reasonably demonstrated by Buyer, Contractors Pollution Liability Insurance, covering Buyer from claims brought by third parties for bodily injury and property damage, including but not limited to cleanup costs, arising from pollution conditions, including but not limited to release of hazardous substances, arising from operations conducted under this Agreement by Buyer, or its agents or contractors, with limits in the amount of not less than the equivalent of $1,000,000 each loss and $1,000,000 general aggregate. Such insurance shall be written as follow form or with a form that provides coverage that is at least as broad as the underlying insurance policies. Each of the policies required hereunder may be subject to a selfinsured retention not to exceed $ 250, 000 ( except for the Contractors Pollution Liability Insurance, which, if not waived by Seller, may be subject to a self-insured retention not to exceed $500,000), provided that Entering Parties shall be responsible for the payment of any claims within such retention as if fully covered by such insurance. The policies of insurance described in clauses (a), b) and ( e) above shall each name Seller, Millenia Real Estate Group, LLC, Meridian Communities, LLC, Meridian Development, LLC, and Meridian Building Services, Inc. and such other entity( ies) as Seller may designate as " Additional Insured" parties pursuant to an Additional Insured Endorsement (AIE) in the broadest and most inclusive form available to Entering Parties from its insurer and shall contain a provision that all such policies shall not be canceled or terminated without thirty (30) days' prior written notice to Seller of any intended or proposed change or termination, except for non- payment which will be ten (10) days written notice to Seller.

Certificates of insurance evidencing the insurance policies and insurance coverages described in this Section, along with the required Additional Insured endorsement, shall be delivered to Seller prior to any entry by Entering Parties. Claims-made coverage is unacceptable. It is fully agreed and understood between Buyer and Seller, and the commercial general liability policy shall provide, that any and all insurance which is carried by Entering Parties or any other party, shall be primary and non- contributing insurance on a non- contributory basis to any and all insurance held or maintained by Seller or its agents, consultants and contractors. All required insurance shall be issued by an insurer authorized in the State of California with an A.M. Best rating of not less than A VII, and be otherwise acceptable to Seller. General liability, automobile liability and workers compensation insurance shall include a waiver of subrogation in favor of Seller to the fullest extent permitted by law. The general liability policy shall be maintained for at least three ( 3) years following termination of this Agreement or Close of Escrow.

4.4 Property Information. Seller has delivered or made available to Buyer copies of those items listed on Exhibit “ C” attached hereto. Delivery of copies may be accomplished by delivery of a CD or CD’ s or providing access to a web site or sites containing such information.

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8 All items listed on Exhibit “ C” and all other information delivered to or provided or made available to Buyer by Seller or its consultants, contractors, or affiliates is referred to as the Property Information”. Buyer expressly acknowledges and agrees that the Property Information shall not include, and Seller shall have no obligation to deliver or make available to Buyer any market analysis, appraisal, or broker’ s opinions of value with respect to the Property, Seller’ s books, records and files records related to the financial affairs of Seller or the Property, or any other proprietary, privileged or confidential information relating to the Property. Except as may be expressly set forth in Section 13.5 below, Seller makes no representations or warranties that any Property Information is complete or accurate, and any reliance by Buyer on such information or data shall be at Buyer’ s risk and subject to confirmation by Buyer. Seller may deliver further Property Information to Buyer from time to time as such further Property Information is developed.

Additional or updated Property Information may also be delivered by Seller to a Permitted Assignee as provided under Section 3.4 above.

4.5 Survival. The provisions of this Article 4 shall survive the Close of Escrow or the termination of this Agreement.

ARTICLE 5

CONDITIONS TO CLOSING

5.1 Conditions to Close of Escrow and Seller’ s Covenants in Favor of Buyer.

Buyer's obligation to purchase the Property is subject to the following conditions precedent:
a) Buyer’ s Approval of the Physical Condition of the Property and the Feasibility of its Development for Buyer’s Purposes. Buyer shall have through 5:00 p.m. Pacific Time on the date that is sixty (60) calendar days after the Opening of Escrow date ( the " Feasibility Period") to conduct such investigations, testing and inspections of the Property as deemed necessary or appropriate by Buyer in its good faith discretion, including but not limited to investigating the costs and economic feasibility of building Buyer's proposed uses of the Property, the status of title, the physical status of the Property, Buyer’ s planned physical changes to the Property, conditions of development, entitlements, tentative and final map conditions; use permits; the City' s requirements; the availability of water, sewer and other utilities; the environmental condition of the Property and surrounding properties; federal, state, county and City fees, governmental policies and regulations, current, pending and proposed CFDs and other Districts; planning, zoning and other land use considerations and requirements; existing, potential and necessary agreements affecting the Property; economic feasibility studies, marketing potential for the Property, and all related or other matters that Buyer deems appropriate. Buyer's satisfaction with the Property and its feasibility for Buyer' s intended purposes is referred to as the " Feasibility Condition." If Buyer is not satisfied, in Buyer’s sole discretion, with the Property, Buyer may terminate this Agreement ( but Seller retaining the Option Consideration) by notifying Seller and Escrow Holder in writing (“ Termination Notice”) at any time on or before 5:00 p.m. (Pacific Time) on the last day of the Feasibility Period. Buyer’ s failure to terminate this Agreement prior to the expiration of the Feasibility Period shall be deemed Buyer’s approval of the Feasibility Condition. TIME IS OF THE ESSENCE AND THE DATE SET FORTH FOR THE

FEASIBILITY PERIOD SHALL BE STRICTLY CONSTRUED
Buyer's Initials
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9 b) Seller’ s Completion and Buyer’ s Approval of the Semi- Finished Lot Condition. Seller, at Seller's cost, shall cause the Property to be constructed to "Semi-Finished Lot" status prior to the Close of Escrow. The definition of " Semi- Finished Lot" is attached as Exhibit " D". The definition of Semi-Finished Lot relates to the physical status of the Property.

Except for the obligation of Seller to complete the Property to Semi- Finished Lot status as set forth in this Section 5.1(b), Seller shall have no other obligation to pay for or complete any improvements within the Property. From and after the Close of Escrow, Buyer, at its sole expense shall assume any and all responsibility to comply with and perform all conditions and requirements imposed by the applicable Governing Agencies with respect to the Property. Not less than five (5) days before the scheduled Closing Date, Buyer, Seller, and Seller’s project engineer ("Engineer") shall walk through and inspect the Property ( the “ Pre-Closing Inspection”) to reasonably determine (i) if the Property has been completed to Semi-Finished Lot status and if not, what work remains to be done to bring the Property to Semi- Finished Lot status ( other than Seller’ s work to be undertaken after the Close of Escrow with respect to the Hold-Down Site as described in Section 6.4 below) (“ Remaining Work”), and ( ii) the state of completion of the improvements for which Seller’ s Bonds have been posted (“ Seller Bonded Improvements”). Seller shall use commercially reasonable efforts to complete any mutually agreed upon Remaining Work prior to the Close of Escrow.
c) Seller’ s Recordation of the Parcel Map. Seller will process with reasonable diligence and record as soon as reasonably practical after City approval of the Second Amendment to the Development Agreement, at Seller’ s sole cost and expense, the Parcel Map, which will, among other things, create the lot for the Property, the Hotel Lot, the Jogging Trail Lot (sometimes collectively referred to herein as the “ Lots” and each as a “ Lot”). Buyer shall reasonably cooperate with Seller’s efforts in connection therewith. Buyer shall take all action that Seller or its consultants may reasonably request, consistent with applicable law, to assist Seller with and expedite its preparation, processing, request for City’s approval of, and recordation of the Parcel Map. The parties acknowledge that the Parcel Map has been recorded, and that this condition has been satisfied. To the extent any conditions or obligations are imposed with respect to the Parcel Map, Seller shall be responsible for satisfying such conditions or obligations at Seller’ s sole cost and expense regardless of the timing or the occurrence of Close of Escrow under the terms of this Agreement.
d) Seller’s Completion of the Jogging Improvements. Seller, at Seller’s cost, shall cause the permitting, design, construction and completion of the Jogging Trail Improvements on the Property prior to Close of Escrow consistent with this Agreement and the City Development Plans as determined and approved by City in its sole discretion. Seller shall insure that the Jogging Trail Improvements are aligned at the back of the sidewalk on Millenia Avenue, consistent and connected with any jogging trail improvements ( if any) on the property adjacent to the Property, if applicable. Seller shall cause the Jogging Trail Improvements to be designed, bid, constructed on the Jogging Trail Lot, and costs documented in compliance with all applicable City requirements and the Millenia Parks Agreement. Seller shall commence the installation and construction of the Jogging Trail Improvements as soon as reasonably practical after City’ s approval of the City Development Plans therefor as described above, with a target completion date of no later than December 1, 2023.

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10 e) Title Policy. Title Insurer shall issue or be irrevocably committed to issue at the Close of Escrow the Title Policy in accordance with Article 8. f) Representations and Warranties. Seller' s representations and warranties set forth in this Agreement shall be true and correct in all material respects as of the Close of Escrow. g) Material Default. Seller shall not be in material default of any term or condition of this Agreement.

5.2 Conditions to Close of Escrow in Favor of Seller. Seller' s obligation to sell the Property is subject to the following conditions precedent:
a) Payment of Purchase Price. Buyer shall have delivered the Purchase Price to Escrow Holder pursuant to the terms of Article 3.
b) Recorded Documents. The Supplemental Declaration ( as defined below) and the REA Assignment shall have been recorded in the order specified in Section 10.7. c) Representations and Warranties. Buyer' s representations and warranties set forth in this Agreement shall be true and correct in all material respects as of the Close of Escrow. d) Residential Project Approval. Seller ( or its successor- in-interest) has received final, unappealable City approval of Seller’s ( or its successor’ s) Design Review Application ( defined below) and all other Seller- ( or its successor’ s) required entitlements for the development and construction by Seller (or its successor-in-interest) of the Residential Project on Lot 19, all on terms and conditions reasonably acceptable to Seller. e) Hotel Project Approval. Seller (or its successor-in-interest) has received final, unappealable City approval of Seller’ s ( or its successor’ s) Design Review Application and all other Seller- (or its successor’ s) required entitlements for the development and construction by Seller ( or its successor) of the Hotel Project on the Hotel Lot, all on terms and conditions reasonably acceptable to Seller.
f) Material Default. Buyer shall not be in material default of any term or condition of this Agreement.

5.3 Satisfaction or Waiver. The conditions set forth in Section 5.1 benefit Buyer and may be waived solely by Buyer. The conditions set forth in Section 5.2 solely benefit Seller and may be waived solely by Seller. Any waiver must be in writing except as specifically provided herein to the contrary.

5.4 Effect of Failure of a Condition Precedent. In the event any condition precedent set forth in this Article 5 is not satisfied or waived within the applicable time period, or the Close of Escrow does not occur by the Closing Date, the party in whose favor the condition runs may thereafter terminate this Agreement by giving written notice of termination to the other party provided that the party giving notice is not in material Breach of its obligations under the Agreement. Upon any such termination, each party shall return any documents, plans, studies, or other items which were previously delivered by the other party, and neither party shall have any further obligation to the other except for those provisions of this Agreement which by their terms DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
11 expressly survive termination of this Agreement, such as the obligations of Buyer under Section 4.2.

5.5 Performance by the Other Party. Each party' s obligation to perform under this Agreement is subject to material performance of any prior or concurrent obligation of the other party. Seller shall not be in default for failure to tender the Property to Buyer if Buyer is in default of its payment and deposit obligations herein.

ARTICLE 6

ADDITIONAL OBLIGATIONS AND AGREEMENTS

6.1 Limit on Escrow Holder' s Responsibility. Escrow Holder will have no concern with, nor liability nor responsibility for, this Article.

6.2 Public Plaza Fee Credits. Buyer acknowledges that the Buyer’ s acquisition of the Property will include a portion that is planned for the construction of an approximately 0.25 acre public plaza element (“ Public Plaza”) as more particularly described in the Parks Agreement.

Buyer further acknowledges that the Seller’ s transfer of the Public Plaza portion of the Property to Buyer ( acquisitions component only) may qualify for park fee credits from the City consistent with the Parks Agreement, and agrees that Seller shall be solely entitled to any and all such fee credits associated therewith. Seller acknowledges that no park fee credits ( development component only) shall be earned by Seller for the Public Plaza. If requested by Seller, Buyer shall promptly and reasonably cooperate with Seller' s efforts to substantiate, collect and/ or perfect Seller' s right, title and interest in any such park fee credits to which Seller is entitled, including but not limited to, providing such information and documents, and taking such other action, as is reasonably necessary for Seller to document, perfect and obtain such credits.

6.3 Maintenance of Property. Except as otherwise expressly provided in this Agreement, including, without limitation, Seller’s rights and obligations under Sections 6.4 and

6.5 hereof, and Buyer’ s rights and obligations under Section 6.6 hereof, Seller ( i) shall not construct any improvements on, and shall maintain and keep in a condition and repair consistent with applicable laws, including all applicable City ordinances, all of the Property, except for any improvements that are required or permitted to be made by Seller in accordance with this Agreement or other agreements contemplated herein and any improvements that may otherwise be approved by City, and ( ii) shall not cause or permit any Hazardous Materials to be used, generated, stored, transported, released, discharged or disposed of in, on, under or about any of the Property by Buyer or any of its employees, officials, contractors, subcontractors or agents. Upon Close of Escrow, except for any breach by Seller of any of its covenants in this Agreement or other agreements contemplated herein, Seller shall have no further obligation with regard to maintenance or the physical condition of, any of the Property.

6.4 Hold-Down and Spoils Site; Seller Entry Permit. Buyer will accept the Property at Close of Escrow with an estimated maximum 21,000 cubic yard hold- down site (“ Hold- Down Site”) intended to accommodate spoils from other merchant builder projects within the Millenia Project (“ Other Builder Spoils”). The general location and sizing of the Hold- Down Site is shown on Exhibit “K” attached hereto. Should the Hold-Down Site not be filled by the Close of Escrow, Seller and its contractors, subcontractors and designees shall be granted a license and entry permit DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
12 Seller Entry Permit”) in the form of Exhibit “F” attached hereto to access and use the Property, after the Close of Escrow, for the purpose of, among other things, receiving and depositing Other Builder Spoils within the Hold- Down Site on the Property. After the Closing of Escrow, Seller will remain responsible to fill the Hold-Down Site and obtain rough grading pad certification thereof by Seller’ s geotechnical engineer on or before April 30, 2024 ( which date may be mutually extended by the Parties in writing from time to time) in accordance with terms and conditions of the Seller Entry Permit. The Parties acknowledge that Seller’ s obligations described in the immediately preceding sentence are secured by Seller’ s existing grading bond for Grading Permit PG- 874.

6.5 Jogging Trail Improvements. Following its completion of construction, Seller shall maintain the Jogging Trail and Jogging Trail Improvements on the Jogging Trail Lot until the Jogging Trail Lot is transferred to and such maintenance is assumed by the Master Association.

6.6 City Use of Property for Storage and Construction Staging in Connection with Lot 7 Development; City Entry Permit. Upon City’s written request following the Parties’ execution and delivery of this Agreement, and prior to any use of the Property for any Lot 7 Construction Staging (defined below), Seller and City shall promptly execute and deliver a license and entry permit (“ City Entry Permit”) in the form of Exhibit “ L” attached hereto to grant to City and City’s authorized contractors access and use of the Property, prior to the Close of Escrow, for purposes of storage and construction staging in connection with City’ s acquisition and development of the adjacent property in the Millenia Project generally described as Lot 7 of Parcel Map 16081 (“ Lot 7 Construction Staging”). Any such City Entry Permit and all of its rights of City and its contractors thereunder shall automatically terminate, without notice, concurrently with any termination of this Agreement for any reason. City will be and remain responsible to promptly repair any damage to the Property or any Seller Bonded Improvements on or outside the Property resulting from City’ s or its contractors’ activities on or about the Property in connection with the Lot 7 Construction Staging as described in the City Entry Permit. All activities by City and its contractors associated with the Lot 7 Construction Staging shall be conducted, both before and after Close of Escrow, in a manner so as not to interfere with Seller’s ownership, use or development of the Property prior to the Close of Escrow or any of Seller’ s rights under Sections

6.4, 6.5 and 6.13 or under the Seller Entry Permit after the Close of Escrow.

6.7 Seller’ s Bonds. In connection with the processing and filing of the Parcel Map and the entitling of and design and construction of infrastructure for the Property and other property within the Millenia Project, Seller or other entities have entered into or provided, or will enter into or provide certain subdivision improvement agreements and other agreements, guarantees and/or indemnities required or requested by the City, County or other Governing Agency and posted bonds in connection therewith (the “Bonded Obligations”). Buyer acknowledges that the Bonded Obligations may include agreements or obligations that cover land in addition to the Property.

Seller has previously posted bonds required for the filing of the Parcel Map. All such bonds, together with any other bonds that Seller has posted or may subsequently post with respect to Bonded Obligations are referred to herein as “ Seller’ s Bonds” and the improvements for which Seller’ s Bonds have been or are posted are referred to herein as “ Seller Bonded Improvements”.

Buyer shall cooperate with Seller (at no third party cost to Buyer except as otherwise set forth herein) in Seller’ s efforts to reduce or exonerate the Seller’ s Bonds. A list of the expected Seller Bonded Improvements is set forth on Exhibit “E” attached hereto.

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
13 6.8 Buyer’s Indemnity for Bonded Improvements. On the Pre-Closing Inspection, the condition of the Seller Bonded Improvements shall be noted, and Buyer and Seller shall agree upon the reasonable costs for the repair of any existing damages to the Seller Bonded Improvements. Two copies of the notes shall be made and retained by both Seller and Buyer as a matter of record. Buyer shall indemnify, defend ( with counsel Seller’ s choice) and hold Seller, Seller’s Group, and any other person or entity obligated under, or incurring liability with respect to, any such Seller Bonded Obligations harmless from and against any and all loss, cost, expense including, without limitation, reasonable attorneys’ fees and court costs), damage, liability and claim arising from or relating to any damage to Seller Bonded Improvements occurring after Close of Escrow within the Property or outside the Property, if caused by Buyer or its contractors or subcontractors, excluding any such losses or damages to the extent caused by Seller or any Seller’ s Group member’ s gross negligence or willful misconduct. All damages to the Seller Bonded Improvements within the Property not noted in the walk- through shall be deemed to be the responsibility of Buyer. On Buyer’s completion of construction of any improvements on the Property, or at such other time or times as Seller reasonably believes any of Seller’ s Bonds may be exonerated or reduced, Seller may enter onto the Property to repair all damages to the Seller Bonded Improvements or take such other action as the City or other Governing Agency may require in order for Seller to exonerate its bonds. Buyer shall reimburse Seller within thirty (30) days after presentation of invoices or other reasonably satisfactory evidence of the costs incurred by Seller to make repairs to the Seller Bonded Improvements within the Property (less the agreed upon cost to repair damages existing as of Close of Escrow as noted in the Pre- Closing Inspection) and for the repair of (i) any other damages to the Seller Bonded Improvements, and (ii) any other Millenia Project improvements accepted by the City or the Master Association located outside the Property (“Other Seller Improvements”), if any, to the extent caused by Buyer or its contractors or subcontractors ( the “ Lot Damage Payment”). Any dispute with respect to the Lot Damage Payment that is not resolved between Buyer and Seller within thirty (30) days after such dispute arises shall, at the request of either party, be resolved by the dispute resolution process set forth in Article 21. Seller and its contractors and subcontractors shall have a license and entry permit on the Property following the Close of Escrow pursuant to the Seller Entry Permit for completion of any Bonded Obligations, repair to any Seller Bonded Improvements, and any other work required to be performed by Seller.

6.9 Material Damage or Condemnation. If, prior to the Close of Escrow, the Property is damaged by reason of earthquake, rain, flooding or other cause ( other than by reason of Seller’s gross negligence or willful misconduct, in which event such damage shall be repaired by Seller at its expense), the cost of which to repair or restore exceeds $ 500,000 (“ Material Damage”), or more than 5% (by acreage) of the Property is condemned, or written notice of intent to condemn is provided to Seller, by any legally constituted governmental authority (“ Material Condemnation”), then Seller shall promptly notify Buyer in writing of such Material Damage or Material Condemnation, and unless Seller elects to repair such damage, Buyer, as its sole recourse, shall have the right either to (i) accept the Property with the Material Damage or subject to the Material Condemnation, as applicable, and proceed to Close of Escrow as described below, or (ii) terminate this Agreement, in either case by delivery of written notice of Buyer’ s election to Seller within ten ( 10) days after Buyer’ s receipt of Seller’ s written notice regarding the occurrence of any such Material Damage or Material Condemnation, and if this Agreement is so terminated, then, provided Buyer is not in material default hereunder beyond any applicable notice and cure period, this Agreement shall terminate, each party shall return any documents, plans, studies, or DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
14 other items which were previously delivered by the other party, and neither party shall have any further obligation to the other except for those provisions of this Agreement which by their terms expressly survive termination of this Agreement. Buyer’ s failure to timely deliver such notice to Seller within such ten (10) day period shall be deemed to constitute Buyer’ s election to proceed to Close of Escrow as described below. If Buyer fails to so terminate ( or is deemed to have failed to terminate) this Agreement, or if any damage to the Property is not Material Damage, then Buyer shall not be released from its obligation to purchase the Property and the Property shall be sold to Buyer in its then “ as is” condition with no reduction in the Purchase Price except that if Seller has not caused the damage to be repaired prior to the Close of Escrow, Seller shall assign to Buyer any insurance proceeds payable for such damage to the Property, and shall assign to Buyer all condemnation proceeds payable for such condemnation of the Property at Close of Escrow for the Property. Notwithstanding the foregoing, if any damage is caused by Buyer or its agents, employees or contractors, then such damage shall be repaired by Buyer at Buyer’ s expense, and Buyer shall have no right to terminate this Agreement by reason of such damage.

6.10 Responsibility for the Property Post- Closing. Except as otherwise provided in Sections 6.4, 6.5 and 6.13 of this Agreement, Buyer shall assume all risk of loss with respect to, and all responsibility for, the Property upon the Close of Escrow, including assumption of responsibility for maintenance of all temporary desiltation devices and erosion control features, other than devices and features associated with the Hold- Down Site which shall be maintained by Seller until such area is accepted by the City. Without limiting the generality of the foregoing and except as otherwise provided in this Agreement, Buyer shall accept all responsibility for the Property, slopes, irrigation, landscaping, erosion control, brush management, permanent monument walls and signage, utilities, storm drain and desilting systems, streets, sidewalks and all other improvements within the Property immediately upon the Close of Escrow. If requested by Seller, Buyer shall provide written agreement to maintain improvements on the Property if needed to formally transfer maintenance responsibility.

6.11 Bus Rapid Transit Disclosure. The Bus Rapid Transit (“ BRT”) line is intended to be used for an express bus service that is currently being planned by SANDAG and to be operated by the Metropolitan Transit System. The currently planned South Bay BRT service is planned to provide express bus service from downtown San Diego to the international border. One segment of this bus line is designed to pass through the Millenia Project. The current alignment for the BRT line through the Millenia Project is shown on Exhibit “G”. This alignment has been approved by the City and SANDAG as part of the approval of the Millenia Project; however, an alternative interim alignment will be implemented in the Millenia Project which utilizes the guideway from Birch Road to Orion Avenue and then north back to Birch Road. A portion of the BRT service through the site is planned to be via a dedicated guideway and managed lanes, including a transit stop located north of and immediately adjacent to Tentative Map 09-03 Lot 13.

Transit service would likely generate noise, dust, glare, litter, odors and other potential impacts.

Seller has no control over these potential impacts or responsibility to mitigate them. Approved turn movements through the BRT lanes is shown on Exhibit “G”. Bus service could be as frequent as 10-minute headways.

6.12 Property Obligations. In connection with the processing and filing of the Final A” Map and the entitling of and design and construction of infrastructure for the Property, Seller, its predecessors in title, or other entities have entered into or provided, or will enter into or provide certain agreements, guarantees or indemnities required or requested by the City, County or other DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
15 Governing Agency (collectively, “Property Obligations”). Exhibit “H” attached hereto contains a general description of a portion of the Property Obligations to be performed by Buyer. Prior to the expiration of the Feasibility Period, Seller may provide to Buyer a list of additional Property Obligations to supplement Exhibit “ H” attached hereto. Buyer shall assume and perform all Property Obligations set forth in Exhibit “ H” and required to be performed from and after the Close of Escrow as the same relate to the Property. Buyer hereby agrees to indemnify, defend with counsel of Seller’ s choice) and hold Seller’ s Group, and any other person or entity obligated under, or incurring liability with respect to, any such Property Obligations harmless from and against any and all loss, cost, expense ( including, without limitation, reasonable attorneys’ fees and court costs), damage, liability and claim arising from or relating to any of the Property Obligations set forth in Exhibit “ H” required to be performed by Buyer hereunder, excluding, however, any loss, cost, expense (including without limitation, reasonable attorney’ s fees and court costs) damage, liability and claim arising from or relating to work performed by Seller or its contractors or consultants under the Seller Entry Permit (“ Property Obligations Claims”).

Buyer’ s obligations under this Section 6.12 shall not include any duty to protect, defend, hold harmless, or indemnify for Property Obligations Claims to the extent arising from or caused by gross negligence or willful misconduct of Seller or any Seller Group party.

6.13 Hotel Driveway Improvements. Buyer acknowledges that Seller intends to construct certain driveway and related improvements on the Property ( and on the Hotel Lot) that will serve and provide access from Millenia Avenue to the Property and the Hotel Lot (“ Hotel Driveway Improvements”), and that Seller will require access to portions of the Property in order to construct and install the Hotel Driveway Improvements. Seller and its contractors and subcontractors shall have a license and entry permit on the Property following the Close of Escrow pursuant to the Seller Entry Permit for construction, installation and completion of the Hotel Driveway Improvements and any other work required to be performed by Seller in connection therewith. Seller shall be solely responsible, at its cost and expense, for the design, construction and installation of the Hotel Driveway Improvements

6.14 REA Assignment. Buyer acknowledges that Seller has entered into (or will enter to) with the purchaser of the Hotel Lot (“ Hotel Lot Owner”) a certain Declaration of Restrictions, Grant of Reciprocal Easements, Joint Use and Maintenance Agreement ( Shared Driveway Improvements) (“ REA”), which has been or will be recorded in the Official Records of the San Diego County Recorder. The REA provides for, among other things, the construction, installation, use, maintenance and cost sharing rights and obligations of the owners ( and their successors- ininterest) of the Property and the Hotel Lot. The Parties agree to execute and deliver at Close of Escrow an assignment and assumption of the REA (“ REA Assignment”), in recordable form and otherwise in form and content reasonably requested by Seller, whereby Seller assigns to Buyer, and Buyer accepts and agrees to perform, all of Seller’ s rights, title, and interests in and to, and all obligations of Seller under, the REA arising or accruing from and after the Close of Escrow.

6.15 Utility Easement Agreements. Buyer acknowledges that Seller has entered into or will enter to) with the Hotel Lot Owner a certain Utility Easement Agreement (“ Hotel Lot Utility Easement Agreement”), which has been or will be recorded in the Official Records of the San Diego County Recorder. The Hotel Lot Utility Easement Agreement provides for, among other things, the grant by Seller and Hotel Lot Owner to each of other certain utility easements for portable and reclaimed water, sewer, and related purposes over, under and across their respective properties, including Seller’ s grant of such easements over, under and across portions of the DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
16 Jogging Trail Lot for the benefit of the Hotel Lot, and the Hotel Lot Owner’s grant of such easements over, under and across potions of the Hotel Lot for the benefit of the Property. Buyer agrees to the recordation of the Hotel Lot Utility Easement Agreement against the Property. In addition, Seller intends to enter into and record a utility easement agreement with the Master Association (“ Master Association Utility Easement Agreement”) concurrently with the conveyance by Seller of the Jogging Trail Lot to the Master Association. The Master Association Utility Easement Agreement will provide for the grant by the Master Association to Seller of certain utility easements for portable and reclaimed water, sewer, and similar and related purposes over, under and across portions of the Jogging Trail Lot for the benefit of the Property. If Seller conveys the Jogging Trail Lot to the Master Association prior to the Close of Escrow, Buyer agrees to the recordation of the Master Association Utility Easement Agreement against the Property. If Seller has not conveyed the Jogging Trail Lot to the Master Association as of the Close of Escrow, then the Parties agree to execute, deliver and record at the Close of Escrow the Master Association Utility Easement Agreement.

6.16 Survival. The provisions of this Article 6 shall survive the Close of Escrow and shall not be merged with Seller’s Grant Deed.

ARTICLE 7

DELIVERIES TO ESCROW HOLDER AND OTHER DELIVERIES

7.1 Buyer’ s Deliveries for Closing. Buyer shall deliver the following monies and documents to Escrow Holder at least one ( 1) Business Day before Close of Escrow, unless otherwise specified below:
a) On or before 12:00 p.m. ( noon) Pacific Time on the Closing Date, the balance of the Purchase Price.
b) Sums payable by Buyer pursuant to Article 9.
c) Two originals of the Seller Entry Permit, in the form of Exhibit “ F”, duly executed by Buyer
d) Two originals of the REA Assignment, duly executed by Buyer in recordable form.

7.2 Seller’ s Deliveries for Closing. Seller shall deliver the following monies and documents to Escrow Holder at least one (1) Business Day before Close of Escrow:
a) The Grant Deed in the form of Exhibit “ B”, duly executed by Seller in recordable form.
b) Two originals of the Seller Entry Permit, in the form of Exhibit “ F”, duly executed by Seller.
c) If not previously recorded, one original of the Supplemental Declaration, duly executed by Seller in recordable form.

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
17 d) Two originals of the REA Assignment, duly executed by Seller in recordable form.
e) Appropriate certifications, including without limitation a Foreign Investment in Real Property Tax Act (“FIRPTA”) Certificate and California Form 593-C or 593- I as applicable, evidencing that neither Buyer nor Escrow Holder are required to withhold Seller' s closing funds pursuant to Internal Revenue Code Section 1445 or California Revenue and Taxation Code Section 18662( e) or the amount thereof.

7.3 Other Information. Within two (2) Business Days of a request to produce, Buyer and Seller shall each furnish such information as is reasonably requested by Escrow Holder or Title Insurer
ARTICLE 8

TITLE POLICY

8.1 Title Report. Seller has delivered or within five ( 5) Business Days after the Opening of Escrow, Seller shall cause the Title Company to deliver a preliminary title report for the Property to Buyer and Seller ( the " Title Report"). Buyer shall have thirty ( 30) days after the Opening of Escrow to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer (" Disapproved Exceptions"). Buyer’ s failure to deliver to Seller written notice of any Disapproved Exceptions within such thirty (30) day period shall be deemed approval by Buyer of all exceptions to title reported in the Title Report. In the event Buyer shall give notice of any Disapproved Exception, Seller shall have five (5) Business Days after receipt of such notice to notify Buyer and Escrow Holder either ( 1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller' s failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that notwithstanding anything to the contrary in this Agreement, Seller shall be obligated to remove and eliminate as exceptions to title to the Property as of the Close of Escrow all deeds of trust. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option at any time prior to the end of the Feasibility Period to terminate this Agreement by notice to Seller and Escrow Holder to that effect, in which case Buyer shall receive a refund of the First Deposit and accrued interest thereon (less one-half of any escrow cancellation fees and less the Option Consideration), and no party shall have any further rights or obligations under this Agreement except those which by their terms, survive the termination hereof.

8.2 Title Policy. Seller shall obtain at Close of Escrow, at Seller’ s expense, an ALTA Standard Owners Policy of Title Insurance (the "Title Policy") from the Title Insurer, with liability in the amount of the Purchase Price, insuring that fee title to the Property vests in Buyer subject only to:
a) All standard exceptions and exclusions from coverage set forth in the Title Policy.
b) All of the scheduled exceptions to title set forth in the Title Report except Disapproved Exceptions that Seller has agreed to remove or is obligated to remove under Section DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
18 8.1 above.
c) General and special real estate taxes and assessments ( including, but not limited to, the Districts referred to in Article 15 below) which are, as of the Close of Escrow, not delinquent and supplemental taxes, if any, assessed pursuant to California Revenue and Taxation Code Section 75 and following.
d) Any easements, agreements or other matters imposed on title as a result of the recording of the Final “ A” Map( s).
e) Easements which are ( i) reserved in the Grant Deed, or ( ii) otherwise required for any work which may be performed by Seller or its successors and assigns on or with respect to the Property or the Millenia Project or otherwise required with respect to the development of the Property or the Millenia Project and which will not adversely affect Buyer' s ability to develop the Property in any material way, subject to Buyer's review and written approval prior to the Close of Escrow ( which will not be unreasonably withheld). f) The Master Declaration and Supplemental Declaration. g) The REA.
h) The reservation of any applicable common maintenance area easements as contemplated by the Master Declaration and/ or the Supplemental Declaration, if any. i) Any item which is appropriate for any work or maintenance obligations which may be performed by Seller or its successors and assigns on or with respect to the Property or the Millenia Project or otherwise required with respect to for the development or operation of the Millenia Project ( including the Property) and which would not adversely affect Buyer’ s ability to develop the Property in any material way, subject to Buyer's review and written approval prior to the Close of Escrow ( which will not be unreasonably withheld). j) Any easement, right of way, or CC& Rs Seller imposes upon the Property in connection with the entitlement, construction of infrastructure, or related activities with respect to the Millenia Project and any other documents or instruments to be executed by Buyer or to encumber the Property pursuant to this Agreement.
k) Any bond or other CFD or other District financing placed or imposed on the Property prior to the Close of Escrow in accordance with the terms of this Agreement. l) Any lien or other encumbrance voluntarily imposed by Buyer or consented to or caused by Buyer.
m) Any other matters affecting title which may arise after execution of this Agreement but which do not materially affect the value of the Property or Buyer' s ability to develop and use the Property, subject to Buyer's review and written approval prior to the Close of Escrow ( which will not be unreasonably withheld).

Notwithstanding the above, Seller shall obtain the release of any deeds of trust and cause any mechanic' s liens to be released, bonded around or insured over, except in each case any DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
19 deed of trust or mechanic's lien caused by Buyer or its contractors or agents. If prior to the Close of Escrow there arise any title exceptions not set forth or referred to in (a) through (m) above which would materially and adversely impair Buyer' s ability to develop the Property or materially increase Buyer’ s cost thereof (each, a "New Title Exception"), then Buyer shall be entitled, as its sole remedy, to terminate this Agreement, provided Buyer delivers written notice of such termination to Seller and Escrow Holder within five (5) Business Days of the date Buyer is in receipt of written notice of such New Title Exception. Failure of Buyer to so deliver notice of termination within such five (5) Business Day period shall constitute Buyer's approval of such New Title Exception and agreement to accept title subject to such New Title Exception. In the event Buyer timely delivers written notice to Seller and Escrow Holder that Buyer has elected to terminate this Agreement, Seller shall have the right to notify Buyer and Escrow Holder within three (3) Business Days following the date of Buyer’ s termination notice that Seller shall attempt, at Seller’ s sole cost and expense, to cause such New Title Exception( s) to be removed as exceptions to the Title Policy (or cause the Title Insurer to provide a separate curative endorsement covering such additional exception( s)) on or before the Close of Escrow. Upon timely receipt of Seller’ s written notice of such commitment, and Title Insurer’s written confirmation to Buyer of the removal of the New Title Exception( s) or issuance of curative endorsement( s), as applicable, Buyer’s termination notice shall be deemed revoked, and this Agreement shall proceed pursuant to the terms and conditions set forth herein. In the event this Agreement is terminated as a result of a New Title Exception as set forth herein, each party shall return any documents, plans, studies, or other items which were previously delivered by the other party, Seller shall retain the Option Consideration, and neither party shall have any further rights or obligations under this Agreement except those which by their terms survive the termination hereof.

8.3 Extended Coverage or Endorsements. Buyer may, at Buyer's option, direct Escrow Holder to procure an ALTA owner' s extended coverage policy of title insurance from Title Insurer or to include endorsements which expand coverage, provided Close of Escrow would not be thereby prevented or delayed beyond the scheduled Closing Date. Buyer, and not Seller, shall be responsible to pay any added premium or other costs of such additional coverage. Buyer, and not Seller, shall be responsible to provide and pay the costs of any survey required for the ALTA policy or such endorsements. Buyer shall have no right to condition its obligations under this Agreement on its approval of a survey after the expiration of the Feasibility Period.

ARTICLE 9

PRORATIONS, FEES, COSTS AND REIMBURSEMENTS

9.1 Taxes. Escrow Holder shall prorate (that is, apportion) between the parties, in cash, to Close of Escrow, on the basis of a thirty ( 30) day month, general and special real estate taxes and assessments, based on the regular tax bill for the Current Tax Period. “Current Tax Period” means the fiscal period of the applicable taxing authority during which the Closing occurs. If such tax bill has not been issued as of the Closing Date, such proration shall be based on the regular tax bill for the fiscal year preceding that in which the escrow closes, and Buyer and Seller shall reprorate the real estate taxes and assessments following the Closing as soon as the tax bill for the Current Tax Period becomes available. Any amounts payable to the other party based on such reproration shall be paid within ten (10) days after the tax bill for the Current Tax Period becomes available. The proration of taxes and assessments shall be without regard to any supplemental assessments levied pursuant to California Revenue and Taxation Code Sections 75 and following DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
20 unless such supplemental taxes have been levied and shown on a tax bill. In the event that a separate tax bill has not been issued, Escrow Holder shall apportion general and special real estate taxes and assessments based upon a written apportionment statement, based on land area, prepared by Seller and reasonably approved by Buyer, which approval shall not be unreasonably withheld.

9.2 Supplemental Taxes. Escrow Holder shall have no responsibility for this Section.

Should any supplemental taxes be levied and billed after Close of Escrow pursuant to California Revenue and Taxation Code Sections 75 and following, such taxes shall be the obligation of Buyer except for supplemental taxes levied by reason of improvements or transfers which occurred before Close of Escrow, which portion, if any, shall be the obligation of Seller. Seller shall pay supplemental taxes, if any, for which Seller is responsible within thirty (30) days after Buyer provides Seller with a demand for payment accompanied with reasonable documentation from the County that such sum is payable by Seller pursuant to this Section.

9.3 Seller' s Charges. Seller shall pay ( i) the County and any City Documentary Transfer Tax, (ii) the ALTA Standard title policy premium (but not the added premium for an extended ALTA policy) and the cost of a mechanic’ s lien endorsement as necessary to provide affirmative mechanic’ s lien coverage, ( iii) one-half (½) of Escrow Holder's fee, and ( iv) usual seller' s document- drafting and recording charges.

9.4 Buyer's Charges. Buyer shall pay (i) one-half (½) of Escrow Holder's fee, (ii) the extra premium for an ALTA extended coverage title policy or any added Endorsements ( ordered by Buyer in the manner permitted by the terms of this Agreement) over and above that of the premium of the ALTA Standard title policy, and ( iii) usual buyer' s document- drafting and recording charges.

9.5 Property Tax Reassessment Relief. Buyer or Seller may apply for property tax reassessment relief with the County Assessor, provided that if such relief is granted, and a refund is forthcoming from the County, such refund shall be prorated ( that is, apportioned) between the parties, as of the Close of Escrow, on the basis of a thirty (30) day month. The parties recognize that any such refund may come in the form of a check or in the form of an offset against future taxes. Seller shall receive the benefit of any property tax relief for any period prior to the Close of Escrow, and if Seller has paid, or been charged with in this Agreement, property taxes that are subsequently relieved, credited or refunded in any portion or any way, Buyer shall pay Seller the amount thereof within thirty ( 30) days of receipt of a reimbursement or notice of credit for subsequent taxes received by Buyer.

9.6 Survival. The provisions of this Article 9 shall survive the Close of Escrow ARTICLE 10

DISTRIBUTION OF FUNDS AND DEPOSITS

10.1 Retention of Cash. All Cash held by Escrow Holder shall be, until delivered to Seller or Close of Escrow, or unless otherwise provided herein, kept on deposit with other escrow funds in Escrow Holder's general escrow account(s), in any state or national bank, and may be transferred to any other such general escrow account( s).

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
21 10.2 Disbursements. All disbursements by Escrow Holder will be made by checks, unless the party entitled to such disbursement unilaterally instructs Escrow Holder to wire transfer the proceeds to which it is entitled to a bank account it designates, in which case, Escrow Holder will disburse such proceeds from this escrow pursuant to such unilateral instruction.

10.3 Return After Recording. Escrow Holder will cause the County Recorder to mail the Grant Deed to the Buyer, the Supplemental Declaration and the REA Assignment to Seller, and each other instrument which is herein expressed to be, or by general usage is, recorded after recordation, to the grantee, beneficiary or person (i) acquiring rights under said document, or (ii) for whose benefit the instrument was acquired, and shall provide both Buyer and Seller with conformed copies of such recorded documents immediately following the Close of Escrow.

10.4 Delivery of Instruments. Escrow Holder will cause the County Recorder to mail the Grant Deed to Buyer, the Supplemental Declaration and REA Assignment to Seller, and each other instrument which is herein expressed to be, or by general usage is, recorded after recordation, to the grantee, beneficiary or person (i) acquiring rights under said document, or (ii) for whose benefit the instrument was acquired, and shall provide both Buyer and Seller with conformed copies of such recorded documents immediately following the Close of Escrow.

10.5 Delivery of Cash. Escrow Holder shall, at the close of this escrow, deliver by wire transfer (or shall hold for personal pickup, if requested) (i) to Seller, or order, the balance of the cash portion of the total Purchase Price at or prior to the Close of Escrow to which Seller shall be entitled, and (ii) to Buyer, or order, any excess funds delivered to Escrow Holder by Buyer.

10.6 Order of Recording Documents. Escrow Holder is instructed to record the following documents at Close of Escrow in the following order of recordation:
a) The Supplemental Declaration
b) The Grant Deed
c) The REA Assignment
Escrow Holder is instructed to record the REA Assignment after the Grant Deed and prior to any deed of trust, financing document, option agreement, land banking document, or any other documents that are recorded related to this transaction or the purchase or financing of the Property by Buyer.

ARTICLE 11

CLOSE OF ESCROW OR TERMINATION OF AGREEMENT

11.1 Close of Escrow. Escrow Holder shall close escrow by recording the Grant Deed at Close of Escrow. Escrow shall close no later than the Closing Date. Each party covenants that it shall diligently use its commercially reasonable efforts to cause escrow to close no later than the Closing Date. If Escrow Holder cannot close escrow on or before the Closing Date, it shall, nevertheless close this escrow when all conditions have been satisfied or waived unless, after the Closing Date and prior to the close of this escrow, Escrow Holder receives a written notice to terminate this escrow from a party who, at the time the notice is delivered, is not in default under DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
22 this Agreement. Nothing herein stated shall be deemed, however, to imply that time is not of the essence of this Agreement.

11.2 Closing Date. Close of Escrow shall occur on or before the date occurring fortyfive (45) days after the last day of the Feasibility Period, but in no event later than the date occurring five (5) years after the recordation date of the Parcel Map (“ Closing Date”). Buyer shall have the right to require that escrow close before the Closing Date, provided that each condition precedent for the benefit of Seller has been satisfied. Should Buyer intend to close escrow early, Buyer shall give the Seller and Escrow Holder at least fifteen (15) days prior written notice of the earlier date of Close of Escrow.

11.3 Termination of Escrow. Escrow Holder will have no liability or responsibility for determining whether or not a party giving a notice of termination is in default under this Agreement. Within three (3) Business Days after receipt of a termination notice from one party, Escrow Holder shall deliver one ( 1) copy of the notice to the other party. Unless written objection to termination of this escrow is received by Escrow Holder within ten (10) Business Days after Escrow Holder delivers the notice to the other party, Escrow Holder shall promptly terminate this escrow and return all funds and documents held by it to the party depositing the same, except that Escrow Holder may retain such funds and documents usually retained by escrow agents in accordance with standard escrow termination procedures. Notwithstanding the foregoing, Escrow Holder may immediately terminate this escrow with respect to a termination for failure of the Feasibility Condition under Section 5.1(a) above. Escrow Holder may (i) retain any passbooks or certificates of deposit with Escrow Holder until such time as its escrow fees are paid in full, or ii) deduct from any funds held by Escrow Holder a sufficient amount to pay its escrow fees in full. If written objection to the termination of this escrow is delivered to Escrow Holder within the ten (10) Business Day period, Escrow Holder is authorized to hold all funds and documents delivered to it in connection with this escrow and Escrow Holder may, in Escrow Holder' s sole discretion, take no further action until otherwise directed, either by the parties' mutual written instructions or by a final order of judgment of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, if this Agreement is terminated by reason of the default of any party, the defaulting party shall be responsible for the payment of all escrow and title termination charges.

11.4 Legal Remedies of Parties Not Affected. The ( i) exercise of the right of termination, (ii) delay in the exercise of such right, or (iii) the return of funds and documents shall not affect the right of the party giving the notice of termination to recover damages or pursue other applicable legal remedies for the other party's breach of this Agreement. Nor shall (A) the delivery of the notice, ( B) any failure to object to termination of this escrow, or (C) the return of funds and documents affect the right of the other party to recover damages for the Breach of the party who gives the notice of termination. The procedure set forth in this Section 11.4 is intended to evidence termination to Escrow Holder. It is not intended to condition any right a party may have to terminate on the other party not objecting to such termination.

11.5 Breach. Time is expressly stated to be of the essence of each and every provision of this Agreement wherein time for performance is set forth. In all other respects, the parties hereto covenant to perform their obligations in an expeditious manner. Failure to comply with this provision shall be a breach of this Agreement. If the Close of Escrow fails to occur due to a breach by either Buyer or Seller, and such breach is not cured within ten (10) Business Days after notice DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
23 of such breach, the non-defaulting party shall have the right to cancel this Agreement, to pursue any legal right or remedy at law or equity, including without limitation, an action for specific performance and/ or damages in order to enforce its rights hereunder, or both. In no event shall Buyer be entitled to recover consequential or punitive damages. The Close of Escrow shall be deemed a waiver by Buyer of any breach by Seller occurring prior to the Close of Escrow and of which Buyer has actual knowledge, except as otherwise described in Section 13.5.

11.6 Survival. The provisions of this Article 11 shall survive the Close of Escrow or the termination of this Agreement.

ARTICLE 12

ESCROW HOLDER'S GENERAL PROVISIONS
Escrow Holder' s General Provisions, attached hereto as Exhibit " I", are hereby made a part of this Agreement. Within three ( 3) Business Days after the mutual execution of this Agreement, Buyer and Seller shall deposit fully executed counterparts of this Agreement with Escrow Holder. If requested by Escrow Holder, Buyer and Seller shall execute further escrow instructions to Escrow Holder that are consistent with the terms of this Agreement and that incorporate Escrow Holder’s general provisions. In the event of any conflict between such escrow instructions and this Agreement the terms in the body of this Agreement shall prevail unless such escrow instructions specifically provide that they modify this Agreement.

ARTICLE 13

REPRESENTATIONS, WARRANTIES AND FURTHER DISCLOSURES AND

AGREEMENTS

13.1 Limit on Escrow Holder's Responsibility. Escrow Holder shall have no concern with, nor liability nor responsibility for, this Article.

13.2 Basis of Purchase. Except as set forth in this Agreement, Buyer acknowledges that it is purchasing the Property in reliance solely on ( i) Buyer' s inspection of the Property, ii) Buyer's independent verification of the truth and accuracy of any documents delivered by Seller to Buyer and statements made by Seller to Buyer concerning the Property and its development, and (iii) the opinions and advice of consultants engaged by Buyer concerning the Property and its development.

13.3 " As Is" Purchase. Except as otherwise set forth in this Agreement, Buyer shall accept the Property in an " as is" condition with all faults. During the Feasibility Period, Buyer satisfied itself as to all aspects of the Property and its feasibility for Buyer’ s intended purposes, including but not limited to the following matters:
a) Soils, Topography, Etc. Soils and geological condition; topography, area and configuration; archeological, prehistoric and historic artifacts, remains and relics; contamination by Hazardous Materials (as defined in below); existence of methane or other gases; wetlands and endangered species.
b) Utilities, Etc. Availability of utilities, public access, and fire and police DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
24 protection.
c) Districts. The status, special taxes and assessments of any and all CFDs and other Districts.
d) Planning and Zoning. Applicable planning, zoning and subdivision statutes, ordinances, agreements and related public requirements. e) Development Fees. The character and amount of any fee or charge which must be paid by Buyer to develop the Property.
f) Easements and Encroachments. Any easement, license or encroachment which is not a matter of public record and has been disclosed to Buyer, whether or not visible upon inspection of the Property.
g) Utility Lines. Any adverse effects resulting from any high tension power lines or other utility lines and facilities now or hereafter located on or about the Property. h) Entitlements. The terms and provisions of the Development Agreement and any clarifications or amendments thereto), the Sectional Planning Area (SPA) plan, Master Association Documents, Parks Agreement and other agreements, project Environmental Impact Report, Parking Management Plan, and all other permits, maps and entitlements affecting the Property or that may be required to be obtained by Buyer for the Property. i) Effect of Laws. The effect of laws, ordinances, rules, regulations and court decisions on the development of the Property, the cost thereof and any possible wage requirements. j) Other Matters. Any other matter relating to the Property or to the development of the Property, including, but not limited to, value, feasibility, cost, and governmental permissions, except as otherwise expressly provided in this Agreement.

Buyer acknowledges and agrees that (i) Buyer is familiar with the Property and surrounding properties, and has inspected the Property and all matters relating thereto; (ii) except as expressly provided in Article 13 of this Agreement, neither Seller nor anyone on Seller’ s behalf has made any warranties or representations respecting the Property, the physical condition thereof; and (iii) except for the representations and warranties of Seller expressly set forth in Article 13 of this Agreement, Buyer is purchasing the Property “as is.”
Buyer agrees that itis the intent of the parties that, except for any representation or warranty of Seller expressly set forth in Article 13 of this Agreement (i) upon the Close of Escrow, any and all risks existing or hereafter arising in connection with Property or any part thereof at any time shall shift to Buyer, and (ii) Seller shall have no obligation whatsoever in connection with the physical condition of the Property at any time. Except for any representations and warranties of Seller expressly set forth in this Article 13, and excluding any claims that Buyer may have against Seller as a result of a breach by Seller of such representations and warranties or other covenants or agreements set forth in this Agreement, effective as of the Close of Escrow, Buyer on behalf of itself and for its agents, officials, employees, contractors, visitors, successors and assigns collectively “Buyer’s Group”), hereby releases and discharges the Seller’ s Group from any and DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 1581495.1
25 all claims, liability, damages, losses, demands, costs, expenses ( including but not limited to attorneys’ and consultants’ fees), and causes of action of all kinds, whether known or unknown, suspected or unsuspected, in any way arising out of or in connection with the Property, including but not limited to the development and entitlement of the Property and the physical condition thereof, or other laws or requirements. Without limiting the foregoing, Buyer agrees that this release shall apply to all unknown or unanticipated loss, damage, or injury, and hereby waives any and all rights under California Civil Code Section 1542, which reads 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.

BUYER’ S INITIALS:_______________

13.4 No Brokerage Commission or Finder's Fee. Each party warrants to the other that the warranting party has incurred no obligation, by reason of this Agreement or the transaction contemplated hereby, for a real estate brokerage commission or finder's fee for which the other party would be liable. Each party shall hold the other party free and harmless from and against any damage or expense the other party may incur by reason of the untruth as to the warranting party of the foregoing warranty, including expenses for attorney' s fees and court costs. The obligations of this Section shall survive the Close of Escrow and delivery of the Grant Deed.

13.5 Other Warranties and Representations. Buyer and Seller, each to the other, hereby represent and warrant that the transaction contemplated by this Agreement has been duly authorized by all necessary actions or approvals on the part of Buyer and Seller, respectively, and no other authorizations or approvals are necessary to enable the warranting party to enter into and perform this Agreement, except as set forth elsewhere in this Agreement. Seller warrants and represents to Buyer as follows:
a) Seller' s Authority. Seller has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, and is qualified to do business in California. The execution and delivery by Seller of this Agreement and each instrument or agreement referenced herein, which required Seller’ s signature, and the performance by Seller of its obligations hereunder and thereunder, will not (i) conflict with or result in any breach of any provision of the formation documents of Seller or ( ii) violate any contract, document, understanding, agreement, or instrument to which Seller is a party or by which it is bound, or (iii) violate any judgment or order applicable to Seller or the Property. b) Litigation. Seller is not a party to any outstanding litigation or arbitration against the Property in any court at law or in equity and Seller has not received written notice of any pending or threatened litigation directly affecting the Property or any portion thereof, including any condemnation or similar proceedings.
c) No Notice of Violations. To Seller’s knowledge, Seller has not received written notice from any governmental authority of any current violations of the Property under any DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
26 laws, statutes, or ordinances.
d) OFAC. Seller is not a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control OFAC”) of the Department of the Treasury ( including those named on OFAC’ s Specially Designated Nationals and Blocked Persons List) or under any statute or executive order ( including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism). e) Liens. To Seller’ s actual knowledge, there are no mechanic’ s or materialman’ s liens or similar claims or liens now asserted against the Property for work performed or commenced prior to the date hereof other than as described in the Title Report; and Seller shall timely satisfy and discharge any and all obligations relating to work performed on or conducted at or materials delivered to the Property by or on behalf of Seller from time to time in order to prevent the filing of any claim or mechanic’ s lien with respect thereto. f) Property Information. To Seller’s actual knowledge, none of the Property Information prepared by third parties is inaccurate or misleading in any material respects. Other than what is disclosed in the Property Information: (i) Seller has not received any written notice nor has any actual knowledge that any physical conditions existing with respect to the Property are in violation of law which have not previously been cured in full; and (ii) to Seller’s actual knowledge, Seller is not in possession of any written report, document or other written communication that addresses in material respect the general developability of the Property; provided, however, that nothing herein shall constitute any representation, warrant y or other statement by Seller concerning in any respect the habitability, merchantability, marketability, or fitness for a particular purpose of the Property, including without limitation, Buyer’ s intended use of the Property.

The term “ to Seller’ s actual knowledge” or “ to Seller’ s knowledge” as used herein means the actual knowledge of Guy Asaro and Todd Galarneau only, without any duty of investigation or inquiry. Seller further represents and warrants to Buyer that the foregoing individuals are the representatives of Seller or its affiliates who are most knowledgeable about the matters addressed in this Section. Such individuals are making such representations and warranties on behalf of Seller and not in their individual capacities. As a result, Seller shall be liable (and not such individuals) in the event any such representations or warranties are breached. If either Seller or Buyer learns of the inaccuracy of any representation or warranty contained herein prior to the Close of Escrow, such party shall promptly advise the other party of same in writing. If Buyer learns of the inaccuracy of any representation or warranty contained herein prior to the Close of Escrow, Buyer’ s shall notify Seller of such inaccuracy by delivery of written notice thereof to Seller within ten (10) Business Days of the date Buyer first learns of such inaccuracy, and Seller shall use its best efforts to attempt to cure such inaccuracy prior to the scheduled Closing Date. If Seller fails to cure such breach prior to the scheduled Closing Date, such failure shall constitute a breach by Seller hereunder. In that event, Buyer may, by giving written notice to Seller on or before the Closing Date, either: ( i) terminate this Agreement, in which event each Party shall return any funds, documents, plans, studies, or other items which were previously delivered by the other Party, and neither Party shall have any further obligation to the other except for those provisions of this Agreement which by their terms expressly survive termination of this Agreement; or (ii) proceed with the Close of Escrow, in which event Buyer shall be deemed to DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
27 have waived all claims against Seller with respect to all of the Property so acquired with respect to such inaccuracy and Seller shall have no liability to Buyer or its successors or assigns therefor, unless and except to the extent such inaccuracy constitutes a Material Inaccuracy. As used herein, Material Inaccuracy” means an uncured inaccuracy in a Seller representation or warranty set forth in this Agreement existing as of the Close of Escrow that would prevent, materially delay and/or materially increase Buyer’ s cost of development, construction, operation, sales, leasing or ownership of the Property by Buyer. In the event of any such Material Inaccuracy, after Close of Escrow Buyer may pursue any rights and remedies against Seller available at law or in equity for any losses or damages suffered or incurred by Buyer that are proximately caused by the Material Inaccuracy. All of Seller's representations and warranties contained in this Agreement shall survive the Close of Escrow but automatically expire two (2) years after the Close of Escrow. Any claim for any breach of any representation or warranty by Seller under this Agreement or otherwise including any claim for any Material Inaccuracy) must be brought or asserted by Buyer to Seller in writing within sixty (60) days after such two (2) year period expires, or is forever waived and barred.

13.6 Acknowledgment of Receipt. Buyer acknowledges receiving copies of each of the items described on Exhibit “C” attached hereto.

13.7 Buyer’ s OFAC Representation. Buyer is not a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of OFAC (including those named on OFAC’ s Specially Designated Nationals and Blocked Persons List) or under any statute or executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism).

ARTICLE 14

ADDITIONAL POST- CLOSING OBLIGATIONS

14.1 Limit on Escrow Holder's Responsibility. Escrow Holder shall have no concern with, nor liability nor responsibility for, this Article.

14.2 Scheduling Conflicts. In the event that scheduling conflicts arise with regard to work to be done pursuant to this Agreement, Buyer and Seller shall work together to reasonably coordinate such work. In addition, Buyer shall coordinate all of Buyer’ s construction traffic with Seller so as not to impede any other work in the Millenia Project.

14.3 Ongoing Maintenance. After Close of Escrow, Buyer shall maintain, in a good and safe condition and repair, the Property and every portion thereof, consistent with the community standards of the Millenia Project. Without limiting the foregoing, Buyer shall repair, maintain and replace any and all slopes, fencing, walls, irrigation, landscaping, erosion control, Project monumentation, signage, utilities, landscaping, irrigation, storm drain systems and all other improvements that have been or will be installed within the Property. Buyer shall promptly repair any damage caused by Buyer to any slope plantings, street trees or parkway plantings and associated irrigation systems or other improvements have been installed in, on or adjacent to the Property.

14.4 National Pollutant Discharge Elimination System ( NPDES). Seller has filed a DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
28 Notice of Intent ("NOI") indicating its intention to be regulated under the provisions of the General Permit No. NPDES No. CAS000002, Water Quality Order 2009-0009-DWQ, and all modifications thereto (" General Permit"), issued by the State Water Resources Control Board SWRCB"). The SWRCB has issued Waste Discharge Identification Number 9 37C361454 WDID") in response to the NOI. Seller has developed and implemented a Storm Water Pollution Prevention Plan ("SWPPP") in accordance with Section I.M, “ Storm Water Pollution Prevention Plan Requirements”, and Section XIV, “ SWPPP REQUIREMENTS” of the General Permit. Seller has delivered copies of the General Permit, the NOI and the SWPPP to Buyer. Until the Close of Escrow, Seller shall comply with the SWPPP developed by Seller, and if Seller receives notice from SWRCB or other governmental authority of any violation by Seller of the SWPPP prior to the Close of Escrow, Seller shall correct such violation at Seller’ s expense.

In accordance with Section IV.S, “ SPECIAL PROVISIONS: Transfers”, Seller hereby informs Buyer that coverage under the General Permit is not transferable. A new owner of an ongoing construction activity must submit an NOI in accordance with the requirements of the General Permit to be authorized to discharge under the General Permit. An owner who sells property covered by the General Permit shall inform, to the extent required by applicable law, the new owner of the duty to file an NOI and shall provide the new owner with a copy of the General Permit.

Seller intends to terminate coverage upon Close of Escrow by submitting to its Regional Water Quality Control Board certification, in the form of a Change of Information Form COI") or a Notice of Termination (" NOT"), that the ownership of such property has been transferred. Buyer shall comply with the provisions of Section II, “CONDITIONS FOR PERMIT COVERAGE”, including Section II.C: “Revising Permit Coverage for Change of Acreage or New Ownership”, of the General Permit, which provisions require the Buyer to submit Permit Registration Documents (“ PRDs”) in accordance with the General Permit’ s requirements. Buyer shall file an NOI for the Property at the Close of Escrow. Buyer shall provide Seller with a copy of the NOI and a copy of the SWRCB response letter with the new WDID number promptly after receipt.

From and after the Close of Escrow, Buyer shall comply with all of the requirements of Water Quality Order 2009-0009-DWQ with respect to the Property, including any provisions which require dischargers to comply with the lawful requirements of municipalities, counties, drainage districts, and other local agencies regarding discharges of storm water to separate storm sewer systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs developed to comply with the NPDES permits issued by the Regional Water Quality Control Boards to local agencies. From and after the Close of Escrow, Buyer shall comply with all applicable laws, including, without limitation, City and other applicable Governing Agencies ordinances and regulations, regulating erosion, sediment and pollutant discharge, Low Impact Development (“ LID”), desiltation and basin maintenance and Hydromodification Management (“ HM”), as such requirements may be amended or updated from time to time, and shall implement all measures necessary to prevent the discharge of sediment and other pollutants from the Property as required by law.

Buyer acknowledges that Seller may incur damages should Buyer fail to comply with its obligations under this Section or otherwise allow discharge of sediment or pollutants from DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
29 the Property after the Close of Escrow. Buyer shall protect, defend ( with counsel of Seller’s choice), hold harmless and indemnify Seller’s Group from any and all claims, liabilities, damages, costs, injuries, actions or judgments of any kind or nature ( including, without limitation, reasonable attorneys' fees, expert fees, and litigation costs and expenses) ( collectively, “NPDES Claims”) to the extent caused by Buyer' s failure to comply with its obligations under this Section or to prevent the discharge of sediment or pollutants from the Property as required by law after the Close of Escrow. Buyer’ s obligations under this Section 14.4 shall not include any duty to protect, defend, hold harmless, or indemnify for NPDES Claims to the extent arising from or caused by the gross negligence or willful misconduct of Seller or any Seller Group party.

14.5 Clean Up of Debris. Buyer shall, during the period of ownership of any portion of the Property by Buyer, keep such portion of the Property in a neat and clean condition, free and clear of debris, trash and other unsightly materials, and in conformity with all applicable laws, including without limitation, all applicable rules, regulations and ordinances of City, and all rules, regulations and requirements of the Master Association.

14.6 Master Association.
a) Master Association. Buyer acknowledges and agrees that Seller has incorporated the Millenia Community Association (“ Master Association”) relating to the Millenia Project to govern all of the real property subject to the Master Declaration including the Property. Seller has provided all of the Master Association Documents, including the Master Declaration and the Bylaws and Articles of Incorporation for the Master Association. In addition to the foregoing, Seller has provided to Buyer the budget for the Master Association (“ Budget”).

The Master Declaration, Articles of Incorporation, Bylaws and Budget, together with the Millenia Community Handbook and the Supplemental Declaration referenced below are sometimes referred to collectively as the “ Master Association Documents”). Seller shall provide to Buyer any updates to the Master Association Documents made by Seller during the Feasibility Period.

Buyer’ s approval of its due diligence investigations during the Feasibility Period shall constitute Buyer’s approval of the forms of the Master Association Documents provided by Seller to Buyer. b) Modifications to Master Association Documents Prior to the Close of Escrow. Buyer acknowledges that the Master Association Documents are subject to review and approval by the DRE. Buyer further acknowledges that Seller may, prior to the Close of Escrow, make modifications to the Master Association Documents as Seller deems necessary for the development of the Master Association or to accommodate any changes required by other potential builders. (The modifications to the Master Association Documents which are made by Seller after the expiration of Buyer’ s Feasibility Period are referred to as the “ Master Association Documents Modifications.”) Upon making such modifications, Seller will deliver copies of the modifications to Buyer. Buyer shall only have the right to review and approve such Master Association Document Modifications if (a) such modifications will increase the range of assessments or level assessments set forth in the Budget by more than 20% per year or ( b) if any such Master Association Documents Modifications materially adversely affect Buyer’s proposed development of the Property, materially increase Buyer’ s cost of construction of Buyer’ s development, operation, leasing or ownership of the Property, or impose use restrictions on Buyer’s Property which prevent Buyer’ s development of the Property. If Buyer has a right of approval hereunder, Buyer’s approval shall not be unreasonably withheld. The failure of Buyer to deliver notice of disapproval within ten ( 10) Business Days after receipt of the Master Association Documents DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
30 Modifications shall constitute its approval thereof. c) Master Association Document Modifications after the Close of Escrow.

Buyer acknowledges that, after the Close of Escrow, changes to the Master Association Documents may be made to accommodate any other changes required by the DRE, City or changes deemed necessary by Seller, if applicable. Buyer, in accepting fee title to the Property, acknowledges that it will be bound by any Master Association Documents Modifications which are made after the Close of Escrow and further agrees that it will cooperate with Seller in connection with any Master Association Documents Modifications and shall, if requested by Seller, execute any amendments documenting such Master Association Document Modifications within five ( 5) Business Days after request by Seller. Buyer irrevocably appoints Seller as its attorney-in-fact, with full power of substitution, to execute in Buyer’ s name, any amendments documenting such Master Association Document Modifications that Buyer has not executed and delivered to Seller within ten ( 10) Business Days of Seller’ s written request. This power of attorney is coupled with an interest and is irrevocable.
d) Supplemental Declaration. Prior to the Close of Escrow, Seller intends to record a Supplemental Declaration of Covenants, Conditions and Restrictions and Establishment of Easements of Millenia (“ Supplemental Declaration”) annexing the Property into the Master Declaration.

14.7 Deposits/ Reimbursements. In the event Seller or its predecessors in title have made any deposits with the City, any District, Governing Agency, owner’s association, utility or any other person or entity (“ Seller Deposits”), Seller shall be entitled to the return of all such Seller Deposits. In addition, Seller shall be entitled to all reimbursements, credits, fee reductions, payments, or other funds related to work performed or improvements constructed on or about the Property or any portion thereof or on the Millenia Project by Seller or its predecessors in title to the Property, with respect to the pedestrian corridor improvements or other improvements constructed by Seller, including without limitation, all fee credits to which Seller is entitled pursuant to Section 6.2, or to reimburse sums previously paid by Seller or its predecessors in title or for any other reason from the City, any District, Governing Agency, owner’ s association, utility or any other person or entity (“ Seller Credits and Reimbursements”).

If Buyer shall receive or be credited with any Seller Deposits or Seller Credits and Reimbursements, Buyer shall reimburse and assign to Seller the same within no later than five (5) Business Days following Buyer’s receipt thereof.

14.8 Development Agreement. From and after the Close of Escrow, Buyer shall comply with the terms of the Development Agreement and perform the obligations of an Owner thereunder; provided, however, Buyer’ s sole obligations under the Development Agreement as it relates to the Property shall be the Park Plaza public access easement and improvements obligations described in Sections 4.3, 4.5 and Exhibit “ D” of the Development Agreement.

Notwithstanding any provision in the Development Agreement to the contrary, so long as Seller, Meridian, or any of their respective affiliates, successor or assigns ( as Master Developer as defined in the Development Agreement) have any direct or indirect ownership interest in any portion of the Millenia Project, Buyer shall not amend or modify the Development Agreement in any respect without the prior written consent of Seller, which consent may be granted, withheld or conditioned by Seller in its sole discretion and for any or no reason. All reimbursements from the City related to the Development Agreement (including but not limited to those matters described in Sections DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
31 5.9 and 5.12 of the Development Agreement) shall belong to Seller and shall be subject to the provisions of Section 14.7 of this Agreement. Whenever the consent of Seller, as Master Owner under the Development Agreement, is required, such consent may be granted, withheld or conditioned by Seller in its sole discretion and for any or no reason.

14.9 Indemnity. After the Close of Escrow, Buyer shall fully protect, defend ( with legal counsel reasonably acceptable to Seller), hold harmless and indemnify Seller and Seller’ s Group from any and all claims, suits, causes of action, liabilities, damages, losses, costs, injuries, actions or judgments of any kind or nature (including, without limitation, reasonable attorneys' fees, expert fees, and litigation costs and expenses) ( collectively, “ Claims”) to the extent arising out of or relating in any way to construction of any improvements on the Property by or on behalf of Buyer or its affiliates, including any defective workmanship, design or materials; or any failure by Buyer or its affiliates to satisfy any requirements of any laws, regulations, ordinances, governmental policies or standards, or agreements that apply or pertain to the Property or the sale of the Property by Buyer or its affiliates; or breach of this Agreement or any other contract or representation or warranty made or given by Buyer to any of the Seller’ s Group or to any prospective or actual buyer of all or any portion of the Property; or failure by Buyer or its affiliates to make any disclosures required to be made by this Agreement or as a matter of law; or any Claim of any kind by any party that Seller’ s Group or any of them is liable for any act or omission of Buyer or its affiliates, in connection with the ownership, sale, operation, development or improvement of the Property after the Close of Escrow (collectively, “Post Transfer Claims”). Buyer’ s obligations under this Section 14.9 shall not include any duty to protect, defend, hold harmless, or indemnify for (i) any Post Transfer Claims to the extent arising from or caused by the gross negligence or willful misconduct of Seller or any Seller’ s Group party, (ii) any Post Transfer Claims to the extent arising from or caused by any uncured breach by Seller of any of its obligations under this Agreement or other agreements contemplated herein, or (iii) any Claim, whether arising before, on or after Close of Escrow, for personal injury to any individual (“Personal Injury Claim”) to the extent arising from or caused by the gross negligence or willful misconduct of Seller or any Seller’ s Group party.

Seller shall fully protect, defend ( with legal counsel reasonably acceptable to Buyer), hold harmless and indemnify Buyer and its members, managers, officers, employees, agents, consultants, contractors, representatives, successors and assigns (“ Buyer’s Group”) from any Personal Injury Claim, whether arising before, on or after Close of Escrow, for personal injury to any individual to the extent arising from or caused by the gross negligence or willful misconduct of Seller or any Seller’ s Group party, except that Seller’ s obligations under this Section 14.9 shall not include any duty to protect, defend, hold harmless, or indemnify for any Personal Injury Claim, whether arising before, on or after Close of Escrow, to the extent arising from or caused by the gross negligence or willful misconduct of Buyer or any Buyer’s Group party.

14.10 Injunctive Relief. Buyer and Seller hereby declare that, except for the portions of Sections 14.5 and 14.7 that call for the payment of money, monetary damages for Buyer’s breach of the provisions contained in Sections 14.2 through 14.9 after the Close of Escrow may be inadequate and that Seller may seek to enjoin Buyer from commencing or proceeding with construction or marketing which is not substantially in compliance with those Sections.

ARTICLE 15

DISTRICTS
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32 15.1 Limit on Escrow Holder's Responsibility. Escrow Holder will have no concern with, nor liability nor responsibility for, this Article 15, except to prorate special taxes which have been levied as stated in Article 9.

15.2 Disclosure of CFDs. Seller discloses to Buyer that the Property is or will be subject to certain CFDs, which are described in general on Exhibit “ J”. Buyer acknowledges that it will conduct its own investigation of each existing CFD and other District and became familiar with each of the same during the Feasibility Period.

15.3 Buyer to Sign Notice of Special Tax. Buyer shall execute and deliver to Seller within five ( 5) Business Days after receipt an original of a Notice of Special Tax with respect to each of CFDs.

15.4 Assumption of CFD No. 16 I, IA No. 1 Continuing Disclosure Obligation. In conjunction with the issuance of bonds of the City’s Community Facilities District No. 16 I Millenia) for Improvement Area No. 1, the Seller executed a Continuing Disclosure Certificate dated June 27, 2018 (the “ IA No. 1 Continuing Disclosure Certificate”) pursuant to which the Seller is obligated to provide semi- annual reports with respect to the Property, among other things.

As a condition of the Closing, Buyer shall enter into an assumption agreement with respect to the Property ( the “ Assumption Agreement”) whereby the Buyer shall assume all of the Seller’ s obligations under the IA No. 1 Continuing Disclosure Certificate. As provided in the IA No. 1 Continuing Disclosure Certificate, the form and substance of the Assumption Agreement shall be reasonably satisfactory to CFD No. 16 I and the underwriter for the outstanding bonds of CFD No. 16 I.

ARTICLE 16

GOVERNING AGENCIES REQUIREMENTS

16.1 Limit on Escrow Holder's Responsibility. Escrow Holder will have no concern with, nor liability nor responsibility for, this Article.

16.2 Disclosure. Buyer acknowledges that Seller disclosed to Buyer that, in addition to all other governmental laws, regulations and policies, the Property is or may become subject to City Development Plans. Among other requirements, these documents require compliance with the Project Entitlements.

ARTICLE 17

17.1 Limit on Escrow Holder' s Responsibility. Escrow Holder shall have no concern with, nor liability nor responsibility for, this Article.

17.2 Hazardous Materials. The term " Hazardous Materials" means any material or substance which is (i) defined as a " hazardous waste", extremely hazardous waste", " restricted hazardous waste', " hazardous material", " hazardous substance", or any similar formation under or pursuant to any California statute or common law rule; (ii) petroleum and natural gas liquids as those terms are used in §109( 14) of the Comprehensive Environmental Response, Compensation Liability Act, 42 U.S.C. § 6901, et seq. (41 U.S.C. §6903); (iii) asbestos; ( iv) polychlorinated DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
33 biphenyls; (v) designated as a "hazardous substance" pursuant to §311 of the Clean Water Act, 33 U.S.C., § 1251, et seq. ( 33 U.S.C. §1321) or listed pursuant to §307 of the Clean Water Act (33 U.S.C. § 1317); ( vi) defined as a " hazardous waste" pursuant to § 1004 of the Resource Conservation & Recovery Act, 42 U.S.C. §6901, et seq. ( 42 U.S.C. §6903); or (vii) defined as a hazardous substance" pursuant to Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601, a seq. (41 U.S.C. §9601).

17.3 Agricultural Use of Property; Pesticide Residuals in Soil. The Property and other acreage in the Millenia Project historically were used for agricultural purposes, and pesticides were commonly used in connection with the agricultural activities conducted on the land. Soil sampling in areas of the Millenia Project conducted on behalf of Seller and by others revealed elevated levels of various pesticides and naturally occurring arsenics in surface and nearsurface soils at various locations throughout the area. Pesticides detected in soil samples included DDD, DDE, DDT, toxaphene, and BHC. These pesticides are Hazardous Materials. a) Soils Assessment and Remediation. Seller has had an organochlorine pesticide assessment performed on the Millenia Project by Geocon Consultants Inc. (“ Geocon”), the results of which are summarized in and resulted in that certain Organocholorine Pesticide Assessment and Soil Reuse Plan, Eastern Urban Center, Chula Vista, CA " prepared by Geocon, dated June 5, 2007 and revised October 4, 2007 (the "Mitigation Plan"). The soils in certain areas in the Millenia Project that are reported as having concentrations of pesticides and naturally occurring arsenics at concentrations above federally-established residential remedial guidelines are referred to herein as the " Impacted Soils". The Mitigation Plan provides for the use of the Impacted Soils as deep-seated fill material at various locations throughout portions of the Millenia Project, including beneath street beds, open space and some development lots including portions of the Property. Impacted Soils have been or will be placed a minimum of ten feet below the final grade of specific lots in the Millenia Project, including without limitation, the Property. All work has been or will be conducted in accordance with the Mitigation Plan by Seller's contractors. Buyer may cause to be conducted such other environmental site assessment investigations as Buyer may elect at its own cost and Buyer’s delivery of the Purchase Price and closing of escrow shall be deemed Buyer’ s satisfaction with all conditions of the Property. b) Grading and Excavation by Buyer. In the event Buyer elects to modify the grade within the Property in any areas where Impacted Soils exist such that the ultimate separation between the final grade of the Property and the Impacted Soils is less than 10 feet, or Buyer causes any excavation to occur in the Property for utility lines or otherwise in excess of 10 feet in depth (“ Impacted Soils Work”), Buyer shall take all appropriate steps, including without limitation, all required City and other Governing Agency permits and approvals for such Impacted Soils Work, and if necessary develop and implement a mitigation or remediation plan to ensure the proper handling and disposal of any Impacted Soils and to ensure that an adequate buffer is maintained between the Impacted Soils and the final grade of the Property such that no threat to health or the environment shall occur.
c) Notification. This notification constitutes notice pursuant to California Health & Safety Code § 25359. 7 that a release of hazardous substances has come to be located on or beneath the real property which is the subject of this transaction. d) Indemnity of Seller. As a material inducement to Seller, without which DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
34 Seller would not have agreed to enter into this Agreement to sell the Property to Buyer on the terms set forth herein, Buyer, for itself and its successors and assigns, hereby agrees to indemnify, defend ( with legal counsel reasonably acceptable to Seller), and hold harmless Seller and Seller’ s Group, from and against any and all present and future liability, losses, damages ( excluding foreseeable or unforeseeable consequential damages), penalties, fines, forfeitures, response costs and expenses (including out-of-pocket litigation costs and reasonable attorneys' fees) directly or indirectly arising out of any Impacted Soils within the Property or in the Property to the extent caused by Buyer or its employees, contractors, subcontractors or agents, including, without limitation, the cost of any required or necessary repair, cleanup or detoxification and the preparation of any closure or other required plans (collectively, “Hazardous Materials Claims”).

Buyer’ s obligations under this Section 17.3(d) shall not include any duty to protect, defend, hold harmless, or indemnify for Hazardous Materials Claims to the extent arising from or caused by the negligence or willful misconduct of Seller or any Seller Group party, unless and except to the extent such Hazardous Materials Claims arise out of or relate to any Impacted Soils Work performed by or for Buyer, in which event Buyer’ s obligations under this Section 17.3(d) shall not include any duty to protect, defend, hold harmless, or indemnify for Hazardous Materials Claims arising out of or related to any such Impacted Soils Work unless caused solely by the gross negligence or willful misconduct of Seller or any Seller Group party. e) Disclosure of Hazardous Materials to Renters and Transferees. Buyer shall make a written disclosure regarding the Impacted Soils and the limitations on disturbance thereof to any transferees of the Property from Buyer.

ARTICLE 18

INTENTIONALLY DELETED
ARTICLE 19

MEDIATION AND JUDICIAL REFERENCE
The parties agree that in the event they are unable to resolve between themselves a dispute arising from this Agreement, they will first, prior to filing any action ( except for the filing of any action for a temporary restraining order or other emergency or urgent equitable relief, or any action that must be filed to meet any statute of limitations, or other action where time is of the essence and immediate relief is sought or necessary) submit the matter for mediation before a mediator employed by Judicial Arbitration and Mediation Services, Inc. (“ JAMS”), or such other mediation service which is mutually agreeable to the parties, the cost of which shall be shared equally between the parties. In the event the parties cannot mutually select a mediator within ten ( 10) days after submission of the dispute to JAMS or other mediation service, then JAMS or the other mediation service shall select the mediator. The mediation shall take place in the City of San Diego on the first available date on the calendar of the mediator, or on such other date as the parties may agree upon in writing. In the event a party institutes an action or reference proceedings without complying with this mediation provision, or in the event a party refuses to participate in a mediation, then, notwithstanding anything to the contrary in this Agreement, that party shall not be entitled to attorneys’ fees and costs, even if that party is the prevailing party.

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35 In the event an action is filed in any court by either party to this Agreement involving a dispute arising from this Agreement that is not resolved through the mediation process set forth above, either party may, upon five ( 5) days' notice to the other party, apply ex parte to the Court for a reference of the entire dispute to JAMS in accordance with Code Of Civil Procedure Section 638( 1). The application shall be deemed a mutual request by both parties for the reference. For either voluntary submission of a dispute to JAMS or reference by the Court in the event an action has been filed, the parties shall mutually select a member from JAMS' panel to hear the dispute.

In the event the parties cannot mutually select a member from the panel within ten (10) days after submission of the dispute to JAMS, then JAMS shall select the hearing officer. The hearing shall take place on the first available date on the calendar of the hearing officer, or on such other date as the parties may agree upon in writing. This agreement to seek voluntary reference to resolve disputes shall not apply to any claim or action in which any of the causes of action includes either disputes involving third parties other than the parties to this Agreement, or disputes involving allegations of defective construction or defective development of the land which is the subject of this sale Agreement. The decision of the hearing officer shall be binding on the Parties.

BUYER AND SELLER ACKNOWLEDGE THAT BY AGREEING TO RESOLVE

DISPUTES AS PROVIDED IN THIS ARTICLE THEY ARE GIVING UP THEIR RESPECTIVE RIGHTS TO HAVE SUCH DISPUTES TRIED BEFORE A JURY.

Buyer's Initials Seller's Initials
ARTICLE 20

GENERAL PROVISIONS

20.1 Gender, Number. Whenever the context requires, the use herein of (i) the neuter gender includes the masculine and the feminine, and ( ii) the singular number includes the plural.

20.2 Business Days. If the (i) stated Closing Date, or (ii) last day for performance of an act falls upon a day during which Escrow Holder is not open for business, the Closing Date or such last day, as the case may be, will be the next following regular Business Day of Escrow Holder.

20.3 Survival of Provisions. Except as expressly set forth in this Agreement, the representations, warranties, agreements and indemnities set forth in this Agreement shall remain operative and shall survive the closing and the execution and delivery of Seller' s Grant Deed and shall not be merged in Seller's Grant Deed subject to any limitations on survivability expressly set forth in this Agreement.

20.4 Authority of Signatories. Buyer and Seller each represent with respect to itself that each individual signing this Agreement on its behalf ( i) is duly authorized to sign and deliver this Agreement on its behalf, and (ii) this Agreement is binding upon such party in accordance with its terms.

20.5 Joint and Several Liability. If there is more than one Buyer or Seller under this Agreement, the liability of each such Buyer or Seller shall be joint and several.

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36 20.6 Captions. Captions in this Agreement are inserted for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement.

20.7 Exhibits. All exhibits referred to in this Agreement are attached to, and are a part of, this Agreement.

20.8 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein.

20.9 Modifications. No modification, waiver or discharge of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver or discharge is or may be sought.

20.10 Attorney' s Fees and Costs. If either party commences litigation for the judicial interpretation, reformation, breach, enforcement (including, but not limited to, the enforcement of any indemnity provisions set forth in this Agreement) or rescission hereof, the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorneys' fees and court and other costs incurred.

20.11 Successors. All terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective administrators or executors, successors and assigns; provided, however, nothing contained in this Section 20.11 shall affect the provisions of Section

3.4 or Article 18. Nothing in this Agreement, express or implied, is intended to confer on any other person, other than the named parties hereto or their respective permitted successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

20.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument.

20.13 Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California.

20.14 Time of Essence. TIME IS OF THE ESSENCE, AND TIME PERIODS SET

FORTH IN THIS AGREEMENT ARE TO BE STRICTLY CONSTRUED AS EXPIRING ON THE DATE STATED.

20.15 Notices. Unless otherwise provided herein, all notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly delivered upon personal delivery, or on receipt of a facsimile on a Business Day (provided it is received before 5:00 p.m. local time at the place of delivery; and if received after 5:00 p.m. local time at the place of delivery, or if it is received on a day that is not a Business Day, then it is deemed received on the next Business Day), or on the first ( 1st) Business Day after deposit with Federal Express or other overnight courier service, or as of the second ( 2nd) Business Day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

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37 If to Seller:

Millenia 2022, LLC
c/o Millenia Real Estate Group, LLC
9988 Hibert Street, Suite 210
San Diego, California 92131
Attn: Mr. Todd Galarneau
Telephone: ( 619) 794-1204
E-mail: tgalarneau@meridiandevelopment. com
With a copy to:

Higgs, Fletcher & Mack, LLP
401 West A Street, Suite 2600
San Diego, California 92101
Attn: Kenneth C. Jones, Esq.

Telephone: ( 619) 819- 9663
E-mail: [email protected]
If to Buyer:

Attn: City Manager
City of Chula Vista
276 Fourth Avenue, Building A
Chula Vista, California 91910
Telephone: ( 619) 691-5031
E-mail: citymanager@chulavistaca. gov
With a copy to:

City Attorney
City of Chula Vista
276 Fourth Avenue, Building A
Chula Vista, California 91910
Telephone: ( 619) 691- 5031
E-mail: [email protected]
If to Escrow Holder:

First American Title Insurance Company
4380 La Jolla Village Drive, Suite 200
San Diego, California 92122
Attn: Sheri Keene, Escrow Officer
Telephone: (858) 410-1305
E-mail: skeene@firstam. com
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38 Any party (or Escrow Holder) may change its address for notices by giving written notice thereof to all parties (and to Escrow Holder) delivered in the manner set forth herein.

SIGNATURES FOLLOW ON NEXT PAGE]
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39 This Agreement has been executed at San Diego, California, as of the Effective Date.

BUYER"

CITY OF CHULA VISTA
By:

Name:

Title:

Approved as to Form:

By:

Name:

Title: Acting City Attorney
Lounsbery Ferguson Altona & Peak
SELLER"
MILLENIA 2022, LLC,
a Delaware limited liability company
By: Meridian Communities, LLC,
a Delaware limited liability company,
its sole member
By:

Name: Guy Asaro
Its: Manager
Jill D.S. Maland
Maria V. Kachadoorian
City Manager
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40 CONSENT OF ESCROW HOLDER
The undersigned Escrow Holder hereby agrees to ( i) accept the foregoing Agreement, ( ii) be escrow agent under said Agreement, ( iii) comply with the requirements of Section 6045 of the Internal Revenue Code with respect to the transaction contemplated by the foregoing Agreement, and ( iv) be bound by said Agreement in the performance of its duties as escrow agent; provided, however, the undersigned shall have no obligations, liability or responsibility under ( a) this Consent or otherwise, unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned, or (b) any amendment to said Agreement unless and until the same is accepted by the undersigned in writing.

Dated: _______________

FIRST AMERICAN TITLE INSURANCE

COMPANY
By: _________________________
Escrow Officer
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41 EXHIBITS
A Legal Description of Property ( Article 2)
A-1 Depiction of Hotel Lot and Jogging Trail Lot
B Grant Deed ( Article 2)
C List of Due Diligence Materials (4.4)
D Definition of Semi- Finished Lot (5.1(b))
E List of Seller Bonded Improvements (6.7)
F Seller Entry Permit ( 6.3)
G Depiction of Bus Rapid Transit Line Alignment (6.11)
H Buyer’ s Property Obligations ( 6.12)
I Escrow Holder’s General Instructions (Article 12)
J Description of CFDs ( 15.2)
K Depiction of Hold-Down Site (6.4)
L City Entry Permit ( 6.6)
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EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY
That certain real property located in the City of Chula Vista, County of San Diego, State of California and more particularly described as follows:

PARCEL 1 OF PARCEL MAP NO. 22000 LOCATED IN CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON 2/22/2023.

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EXHIBIT “ B”

GRANT DEED
When Recorded Mail To and Mail Tax
Statements To:

SPACE ABOVE FOR RECORDER'S USE ONLY

GRANT DEED
The undersigned Grantor( s) declare( s) Documentary Transfer Tax is $_______________ Computed on full value of property conveyed, or
Computed on full value less liens and encumbrances
remaining at time of sale
Unincorporated area
XX City of Chula Vista
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, MILLENIA 2022, LLC, a Delaware limited liability company, formerly known as SLF IV – Millenia, LLC, a Delaware limited liability company, formerly known as SLF IV/McMillin Millenia JV, LLC, a Delaware limited liability company (" Grantor"), hereby grants to ______________________________________ ("Grantee") the real property in the City of Chula Vista, County of San Diego, State of California described on Schedule 1 attached hereto the “Property”).

MAIL TAX STATEMENTS AS DIRECTED ABOVE
This conveyance is made pursuant to that certain Option, Purchase Agreement and Escrow Instructions dated as of March 30, 2023 (“ Purchase Agreement”), between Grantor, as Seller”, and City of Chula Vista, as “ Buyer”, and is subject to (i) the provisions set forth on the Addendum to Grant Deed attached hereto and incorporated herein by reference, and (ii) all matters of record affecting title.

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IN WITNESS WHEREOF, this instrument has been executed as of this ____ day of ___________, 20__.

Grantor:

MILLENIA 2022, LLC,
a Delaware limited liability company
By: Meridian Communities, LLC,
a Delaware limited liability company,
its sole member
By:

Name: Guy Asaro
Its: Manager
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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 SAN DIEGO )
On __________________ before me, ______________________, personally appeared ________________________________________________, 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.

Signature __________________________________________________ ( Seal) DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1

ADDENDUM TO GRANT DEED

PROVISIONS PURSUANT TO
CALIFORNIA CIVIL CODE SECTION 1468
BY THE DELIVERY AND ACCEPTANCE OF THIS GRANT DEED, Grantor and Grantee agree as follows:

1. Benefitted Land. Grantor is the owner of certain land (" Benefitted Land") in the City of Chula Vista, County of San Diego, State of California, more particularly described as follows:

TO BE ADDED BY SELLER BEFORE CLOSE OF ESCROW]

2. Grantee; Binding Effect. Grantee, for and on behalf of itself, and on behalf of each successive owner, during its, his, her or their ownership of any portion of the Property herein granted by Grantor to Grantee and each person or entity having any interest in the Property derived through any such owner (which Grantee, owner and person or entity are collectively referred to herein as " Grantee"), covenants and agrees as follows:

2.1 Definitions. Capitalized terms used in this Addendum and not otherwise defined will have the meanings given to them in the Grant Deed and the Purchase Agreement, as applicable. In addition, the following terms shall have the meanings as set forth in this Section:

2.1.1 “ Prohibited Use” means the entitlement, development, construction, marketing, sale, lease, operation or other use of all or any part of the Property for a Residential Project.

2.1.2 “ Residential Project” means any project and/or related buildings, structures and/ or other improvements that provide or will provide, in whole or in part, living accommodations for one or more persons, families and/or housekeeping units, including without limitation, any “ dwelling” as such term is currently defined in Chula Vista Municipal Code Subsection 19.04.074 or any successor law, statute, section or subsection, and any other singlefamily home, condominium, townhome, apartment, mobile home, or other residential unit of any kind or type, however described.

2.2 Prohibited Use; Other Permissible Uses. In no event shall all or any part of the Property be used for the Prohibited Use. Notwithstanding the foregoing to the contrary, however, the foregoing restriction shall not prohibit or otherwise limit the entitlement, development, construction, marketing, sale, lease, operation and/ or other use of the Property by Grantee for any uses other than the Prohibited Use, subject to compliance at all times with all federal, state and local laws, regulations, policies and entitlements applicable to Grantee, the Property and/or the Millenia Project, including without limitation, the Development Agreement, the Sectional Planning Area ( SPA) plan, Master Association Documents, Parking Management Plan, and all other permits, maps, and entitlements affecting the Property, as they may be amended from time to time. All present and future development rights appurtenant to, allocated, implied, DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
reserved or inherent in the Property that are or would be applicable to the Prohibited Use on the Property are hereby terminated and extinguished and may not be used on or transferred to any other property within the Millenia Project or to any other person or entity.

2.3 Grantee' s Rights. To accomplish the purposes of this Addendum, Grantee hereby grants and conveys the following rights to Grantor:

2.3.1 To enter the Property at reasonable times to monitor compliance with and otherwise enforce the terms of this Addendum, provided that Grantor shall not unreasonably interfere with Grantee’ s authorized use of the Property.

2.3.2 To prevent any activity on or use of the Property that is inconsistent with the provisions of this Addendum and to require the restoration of such areas or features of the Property, including any areas or features that may be damaged by any act, failure to act, or any use or activity, that is inconsistent with these provisions.

2.4 Grantee’ s Duties. In no event shall Grantee take any action, directly or indirectly, to cause, encourage or permit the Prohibited Use on the Property. Grantee shall undertake all reasonable actions to prevent the Prohibited Use and any activities that are otherwise inconsistent with these provisions. At Grantor’ s request, Grantee shall cooperate with Grantor’ s efforts to oppose any third- party action to pursue the Prohibited Use on the Property.

2.4 Grantor’ s Remedies.

2.4.1 If Grantor determines that a breach of these provisions has occurred or is threatened, Grantor may give written notice to Grantee of such breach and demand in writing the cure of such breach (“ Notice of Breach”).

2.4.2 If Grantee fails to cure the breach within thirty (30) days after receipt of a Notice of Breach, or if the cure reasonably requires more than thirty (30) days to complete and Grantee fails to begin the cure within the thirty ( 30) day period or fails to continue diligently to complete the cure, Grantor may bring an action at law or in equity in a court of competent jurisdiction for any or all of the following: to recover any damages to which Grantor may be entitled for Grantee’ s breach of these provisions; to enjoin the breach, ex parte as necessary, by temporary or permanent injunction, without the necessity of a bond or proving either actual damages or the inadequacy of otherwise available legal remedies; to pursue any other legal or equitable relief, including without limitation, the restoration of the Property to the condition in which it existed prior to any such breach; or to otherwise enforce these provisions. Without limiting the liability of Grantee, Grantor may apply any damages recovered to the cost of undertaking any corrective action on the Property.

2.4.3 If Grantor, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate any breach of these provisions, Grantor may pursue its any or all of its remedies under this Addendum and otherwise, without prior notice to Grantee or without waiting for the period provided for cure to expire. Grantor’ s rights hereunder apply equally to actual or threatened breaches of these provisions.

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2.4.3 Grantee agrees that Grantor’ s remedies at law for any breach of these provisions are inadequate and that Grantor shall be entitled to, among other things, the injunctive relief described in this Section, both prohibitive and mandatory, in addition to such other relief to which Grantor may be entitled, including without limitation, specific performance of these provisions, without the necessity of a bond or proving either actual damages or the inadequacy of otherwise available legal remedies. Grantor’ s remedies described in this Section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity.

2.5 Enforcement. Enforcement of the terms of this Addendum by Grantor shall be at the sole and absolute discretion of Grantor, and Grantor may ( but shall have no obligation to) exercise any of its rights or remedies hereunder or otherwise. Any forbearance by Grantor to exercise its rights under this Addendum in the event of any breach of any term of this Addendum shall not be deemed or construed to be a waiver by Grantor of such term or of any subsequent breach of the same or any other term of this Addendum or of any rights of Grantor under this Addendum. No delay or omission by Grantor in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver.

2.6 Third- Party Beneficiary. Grantor and Grantee acknowledge that the City of Chula Vista (“ City”) and its designees ( collectively, “ Third-Party Beneficiaries”) are express third- party beneficiaries of the provisions of this Addendum with the right of access to the Property and the right to enforce all of the provisions in this Addendum and all other rights and remedies of the Grantor under this Addendum.

3. Successive Owners. Each successive owner, during its, his, her or their ownership of any portion of the Property, and each person or entity having any interest in the Property derived through any such owner, will be bound hereby for the benefit of Grantor and the Benefitted Land; provided, however, the benefits of these provisions pursuant to California Civil Code Section 1468 shall not accrue to subsequent owners of the Benefitted Land unless Grantor expressly assigns such benefits by means of a recorded instrument.

4. Attorneys’ Fees. In the event any owner(s) of the Property or the Benefitted Land commences litigation for the judicial interpretation, reformation, breach, enforcement, or rescission hereof or otherwise in connection herewith, the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorneys' fees and court and other costs incurred.

5. Automatic Termination. These provisions will be and become automatically extinguished upon the issuance by the City of a final certificate of occupancy ( or equivalent) for improvements constructed on the Property in compliance with the provisions of this Addendum representing the complete development of the entire Property.

6. Early Termination. These provisions may be extinguished prior to the date described in Section 5 above, at Grantor’s sole election and discretion, by an instrument in writing signed, acknowledged, and recorded by Grantor.

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7. Severability. If any provision herein contained is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, the invalidity of any such provision will in no way affect the validity of any other provision herein contained.

8. Successors. The covenants, terms, conditions, and restrictions of this Addendum shall be binding upon, and inure to the benefit of, the parties and their respective personal representatives, heirs, successors, and assigns, and shall constitute a servitude running in perpetuity with the Property.

9. Entire Agreement. This Addendum contains the entire agreement between the parties relating to the matters contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein.

10. Notices. Unless otherwise provided herein, all notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly delivered upon personal delivery, or on the first (1st) Business Day after deposit with Federal Express or other overnight courier service, or as of the third ( 3rd) Business Day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, or if given by email upon the earlier of (i) the date the recipient actually received and read the notice as evidenced by the recipient’s (non-automatic) reply to such notice or other competent evidence of actual receipt, or (ii) the deemed given date of duplicate notice given by the sender by any mode of transmission allowed above other than email, addressed as follows:

If to Grantor:

Millenia 2022, LLC
c/o Millenia Real Estate Group, LLC
9988 Hibert Street, Suite 210
San Diego, California 92131
Attn: Mr. Todd Galarneau
Telephone: ( 619) 794- 1204
E-mail: [email protected]
If to Grantee:

Attn:

Telephone:

E-mail:

Any party may change its address for notices by giving written notice thereof to all parties delivered in the manner set forth herein.

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11. Release; Survival. A party' s rights and obligations under this Addendum terminate upon transfer of the party's interest in the Property or Benefitted Land, as applicable, except that liability for any acts, omissions or breaches occurring prior to such transfer shall survive transfer.

12. Modifications. The provisions in this Addendum may be modified only by an instrument in writing signed, acknowledged, and recorded by Grantor and Grantee.

13. Covenants Running With The Land. The provisions herein contained are covenants and are for the benefit of the Benefitted Land and have been made with the intent of satisfying the requirements of Section 1468 of the California Civil Code.

Grantor:

MILLENIA 2022, LLC,
a Delaware limited liability company
By: Meridian Communities, LLC,
a Delaware limited liability company,
its sole member
By:

Name: Guy Asaro
Its: Manager
Grantee:

By:

Name:

Its:

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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 SAN DIEGO )
On __________________ before me, ______________________, personally appeared ________________________________________________, 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.

Signature __________________________________________________ ( Seal) 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, ______________________, personally appeared ________________________________________________, 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.

Signature __________________________________________________ ( Seal) DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
SCHEDULE 1

LEGAL DESCRIPTION OF REAL PROPERTY
That certain real property located in the City of Chula Vista, County of San Diego, State of California and more particularly described as follows:

PARCEL 1 OF PARCEL MAP NO. 22000 LOCATED IN CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON 2/22/2023.

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EXHIBIT “C”

LIST OF DUE DILIGENCE MATERIALS

1. Agreements and Exhibits
a) Excel and Lot 1 REA
I. Millenia Declaration REA Lot 1 22Nov 2022 Clean. pdf b) Newly Added Information

2. CFDS
a) Amended Notice of Special Tax Lien ( CFD 18 Chula Vista) - Recorded 11 21 13.pdf b) CFD 14M-2
I. CFD 14M Notice of Cessation – recorded
II. Recorded Special Tax Lien CFD14M- 2
c) CFD 16-I
I. CFD 16-1 special tax report. pdf
II. CFD 16-I Boundary Map – Imp. Area 1.pdf
III. Fully executed Acq and Financing Agrmt.pdf
IV. Recorded Notice of Special Tax for CFD 16-I.pdf
d) CVESD Notice of Special Tax 4-25-13.pdf
e) Newly added information
i. CFD 18 Implementation Agreement for Residential Projects- CVESD executed. pdf
ii. Fully Executed Implementation Agreement with SUHSD
iii. Agrmt; SUHSD; CFD No. 18 Prepayment Implementation Agreement execution version)
f) CVESD Notice of Special Tax 4-25-13.pdf
g) Millenia- Estimated Property Tax Calculator ( FY2018- 2019) 10-8-18 (locked). xlsx h) Notice of Cessation of CFD 97-1 special tax.pdf
i) Notice of Special Tax Lien CFD97-2.pdf
j) STR CFD18 FINAL 2 18 2013. pdf
k) SUHSD Notice of Special Tax 3-22-13.pdf

3. City DIF Fees
a) 2022 notice of Updated Fees FINAL. pdf
b) Newly added information

4. Exhibits
a) Newly added information

5. HOA
a) 803532566v2 - Millenia - MCA Articles of Incorporation. doc b) Final BRE Budgets for MCA
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Final BRE Budgets for MCA\Millenia CA Increment 1 BRE Budget 8-27-

15.pdf
Final BRE Budgets for MCA\ Millenia CA Increment 2 BRE Budget 8-27-

15.pdf
Final BRE Budgets for MCA\Millenia CA Increment 3 Buildout BRE Budget 8-27-15.pdf
c) Millenia - Community Handbook (adopted 11-17-16).pdf d) Millenia – Deficit Subsidy Agreement – Increment One - signed e) Millenia - Master Community Bylaws [v4].DOC
f) newly added information
g) Recorded Amended Master Declaration 9-2016. pdf
h) Recorded Millenia Master Declaration 12-18-13.pdf

6. Lot 1 Spoils documentation
a) 635 Robinson Import
I. RE 635 Robinson Avenue San Diego Soils Information – Geocon confirmation email. msg
b) 2209 National Avenue, San Diego
I. 2209 National Avenue Phase 1
c) Friars Road Project
I. 184016- 01 2019- 02-01 The Heights Additional Field Investigation II. 184016-01 FF Friars Road Updated Geotechnical Report- Draft III. 184016- 01_2018- 11-14 The Heights Updated Geotechnical Report – Final
IV. Phase 1 Environmental Report 10.4.17
d) Geotechnical Reports and Documentation
e) Morena Boulevard apartments
I. Geocon approval of Morena Blvd site import 4-16-20.msg II. Geocon email re Morena Apartment project soils information.msg III. Morena – 2020- 03-06 Morena Apartment Homes As-Graded report of Rough Grading. Pdf
IV. Morena Coastal Villas property – Phase 1 ESA
V. Morena – Prelim_ Geotechnical_ 10.6.15
f) Protea Project
I. SCS Soils report - Protea Project 8th and B National City II. Geocon email re Protea project Soils Information. pdf g) Willert – SWC
I. ES9543_FJWillert_SouthwesternCollege_SoilCertification_August2021.p df
II. Exhibit 4.B.2-Geotechnical Report.pdf
h) Soil Management Plan for Protea National City project

7. Other Information
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8. Plans and Drawings
a) Conduit Plans
i. Millenia 2B conduit plans 11-8-2016
ii. Millenia Avenue conduit drawings – Sheets 9& 10
b) Dry Utility
i. Elec Design WO 3 Final
ii. Gas Design WO 3 Final
iii. Millenia P 2 WO 1 Elect 2451650
iv. Utility Composite Millenia Ph 2 WO #3
c) Electrical Plans
i. Millenia Phase 2B Electric Plans 11-8-2016
ii. 2014.04.07 Millenia Add 4
d) Grading Plans
i. Millenia Phase 2 Grading – CC-G 2019014 – Approved Full Set ii. Millenia Mass Grading Completed.pdf
iii. Millenia- Phase 2 Grading Plan – CC “ H”. pdf
e) Improvement Plans
i. PDC As Built Phase 2B Dwg 15014
ii. O’ Day As-Built Phase 2 Dwg. 12050
iii. O’Day As-Built Phase 2 Dwg 12050
f) Landscape Plans
i. 2018- 03-27 Millenia 2B L&I Construction Change 1 Approved set ii. Millenia Phase 2B – Otay pink as-built 6-18-20
iii. Millenia Avenue Central LRWS# 2013-129
iv. Millenia Avenue Central
v. St. A Phase 2 mylar 100814
g) Lot Exhibits and CAD File
h) Soils
i. Addendum to Update Geotech Report 11-13-13
ii. L08a GrdgDone – Millenia Ph2-0716 Lots 12,13,15,16,18,19,22 iii. T08a GrdgFinal – Ph2 Millenia 06-13-2017
iv. Update report 2-7-2012
v. Final Grdg Millenia Phase 1 – 0514
vi. R08UpdtLtr – Millenia Phase 2 - 0615

9. Project Entitlements
a) Approved Tentative Map
I. 2009- 0331_3366TM_ Final_Approved_ Submittal_ Sheets 1.-9.pdf II. Substantial conformance TM with lot areas 9-1-11.pdf b) Environmental Documentation ( EIR, MMRP, etc)
I. Cultural study. pdf
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II. Final EIR Docs
Final EIR.pdf
MMRP. pdf
Thumbs. db
Volume I.pdf
Volume II.pdf
III. Millenia MMRP. pdf
c) Final Map 16081 and agreements
I. Millenia Phase 2 Final Map 16081.pdf
II. Recorded Millenia Phase 2 Final Map SIA- 2015 661775. pdf III. Recorded Millenia Phase 2 Final Map SSIA-2015 661776.pdf d) Finalized Resolutions
I. Ord 2009- 3142 - SPA.pdf
II. Ord 2009-3143 - Development Agreement.pdf
III. Reso 2009- 223 - EIR.pdf
IV. Reso 2009- 224 - SPA. pdf
V. Reso 2009-225 - TM.pdf
VI. Reso 2009- 226 - Parks Agreement. pdf
VII. Thumbs. db
e) Landscape Master Plan
I. Millenia- LMP-final_2014- 0606. pdf
f) Newly Added Information
I. Agrmt; SUHSD; CFD No 18; Prepayment Implementation Agreement Execution .... pdf
II. Fully Executed Implementation Agreement with CVESD 1-23-2019.pdf g) Other Permits and agreements
I. 2015 Desiltation Agreement 2015- 0640682. pdf
II. City of Chula Vista Fire Department Construction Policy agrmt.pdf III. Construction Permits
Const Permit No. OR85112 ( 12-13 and 12C- 13C). pdf
Const Permit No. OR85114 ( 14 and 14C). pdf
Const Permit No. OR8517 ( 7-11 and 7C- 11C). pdf
Const Permit OR85210. pdf
Const Permit OR85212.pdf
Const Permit OR8527.pdf
Const Permit OR8528.pdf
Construction Permit (PC-2130).pdf
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construction permit.pdf
IV. Phase 1 Recorded GELMA. pdf
V. Phase 2 GELMA 2016-0004954.PDF
VI. Recorded document 1994-0084743.pdf
h) Other plans
I. 2015-0630 Comprehensive Sign Plan-6th Sub.pdf
II. Millenia- Final Regional Trail Master Plan 3 30 2016. pdf i) Other Related Documents ( Development Agreements, etc) I. Development Agreement
2016 Partial Assignment of Development Agreement ( Library Obligation). pdf
Executed Development Agreement Clarification 10-13.pdf
Millenia Development Agreement - Recorded. pdf
Millenia Development Agreement 1st Amendment – recorded Newly Added Information
o Attachment 3 – Draft PC resolution
o Attachment 4 – Draft CC Ordinance
o PC Attachment 2 – Second Amendment to Millenia
DA
o PC Staff Report – Lot 1 DA Amendment 12-14-222
II. Parks Agreements
1stAmendmentParksAgrRecorded12_ 08_2015 doc 2015-
0627423. pdf
Millenia Parks Agreement. pdf
Recorded Millenia Parks Agreement 2nd amend 2016- 0473597. pdf j) Parking Management Plan
I. Millenia Final PMP 11-28-2016.pdf
II. Millenia PMP Appendices Nov 2016_double- sided print version. pdf III. Metro Park Woonerf and Parking Management Plan – City Approved k) Specific & Master Plan
I. FBC
FBC- Chap- III_7-17-18r.pdf
FBC- Chap- II_7-17-18r.pdf
FBC_ Chap IV 7-17-18.pdf
FBC_ Chap- 0_TofC_7-17-18.pdf
FBC_ Chap- I-Intro_7-17-18.pdf
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FBC_Chap-V-Monitoring_7-17-18.pdf
II. Other
Affordable Housing Plan 7-7-18.pdf
EUC PFFP.pdf
Millenia Fiscal Analysis 7-18.pdf
Millenia Supp PFFP Final. pdf
Millenia_ EIR Addendum ( Adopted 7-10-18).pdf
Parks and Rec Master Plan Text_8-1-09.pdf
Sustainability- Element_ 10-6-09.pdf
III. SPA
SPA- 0_Tof C_7-10-18r.pdf
SPA- 1_Intro_7-10-18.pdf
SPA- 2-DevConcept_ 7-10-18.pdf
SPA- 3-Mobility_ 8-9-16.pdf
SPA- 4-Grading_ 10-6-09.pdf
SPA- 5-Parks_ 10-6-09.pdf
SPA 6 - Phasing_10-6-09.pdf
SPA-7-PubFac_7-10-18.pdf

10. Recorded Maps
b) Millenia Phase 2 Final Map 16081
c) Lot 1 TPM (Draft) 2023_0206_18153F_pm.pdf
d) SIA/SSIA/TPM Agreements
I. Recorded Millenia Phase 2 Final Map SIA-2015 661775. pdf II. Recorded Millenia Phase 2 Final Map SSIA-2015 661776.pdf III. Lot 1 TPM Agreement – Millenia 2022 executed.pdf
e) Newly Added Information

11. Technical Reports
a) Phase 1
i. Millenia Phase 1 ESA May, 2013
b) Soils
i. EIR Soils
EIR Technical Appendices Volume III
ii. Pesticide Soils Assessment
L08aOrganochlorine-MilleniaPh2-0716.pdf
Map of delineated areqas. pdf
Millenia Soil Reuse Plan.pdf
iii. Addendum to Update Geotech Report 11-13-13
iv. Final Grdg – Millenia Phase 1 – 0514
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v. L08a GrdgDone – Millenia Phase 2 – 0716 Lots 2,7,14,17,20,C, E & M vi. L08a GrdgDone – Millenia Phase 2 – 0716 Lots 12,13,15,16,18,19,22,D vii. Millenia 5519 Lots 1-9; TM Lots 6 & 10
viii. R08a UpdtLtr – Millenia Phase 2 0615
ix. T08a GrdgFinal Phase 2 Millenia 06-13-2017
x. T08a GrdgFinal Phase 2 Millenia 0617
xi. Update Report 2-7-12
xii. Newly Added Information
c) SWPPP
i. City Response Letter Regarding Storm Water Vesting for Millenia Projects 2-2021
ii. Millenia SWPPP Risk Level 2 2172012 Complete
d) Water Quality
i. City Response Letter Regarding Storm Water Vesting for Millenia Projects 2-2021
ii. Millenia Phase 2 WQTR- HMP

12. Technical Reports (2)
a) Drainage Report
I. 02_EUC_ Addendum 1_Drainage Study preliminary 2008- 05-14_15300 II. 06_EUC_Addendum 2_Drainage Study_2011-12-13_16427-A III. 3366.40DR-Ph 1 approved
IV. 2266. 70_Millenia Phase 2 DRN
V. 3366-70 DR-PH2-Addm_1(1)
VI. Drainage memo – CC “C”.pdf
VII. Millenia Phase 2 DRN signed coverpage
b) Newly Added information
c) Pesticide Remediation
I. Geocon memo re placement 8-20-13 G1319- 42-03Axc_1
II. Geocon report organochlorine-MilleniaPh1-0614
III. L01-AdditionalOCPSAmplingLetter – Millenia Apartments – SKK-0813 IV. L08Organochlorine- Millenia Ph2- 0716
V. Map of Delineated Areas
VI. Millenia Soil Reuse.pdf
d) Phase 1 ESA
I. 2006 Millenia Phase 1 Assessment
II. Millenia Phase 1 ESA May 2013
III. Stratford Land, Eastern Urban Center Phase 1 ESA
e) SAM (Otay WD)
I. Millenia SAMP December 2012_signed
II. SAMP Approved d0943- 090229 12-7-15
f) Sewer
I. ! 2016.02.17 – EUC Addendum 1 (2)
II. 10-22831_ Sewer Analysis_ fig 1
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III. Millenia Sewer Calculations 8-20-15.xlsm
g) WQTR and HMP
I. 05_Millenia(EUC)HydromodicationManagementPlan_2011-01-07_16427 II. 08_Millenia( EUC_Phase1_ waterQualityTechnicalREport_ FinalEngineeri ng_2012-10-17_16427-B
III. 09_Millenia(EUC)_Phase
1_HydromodificationManagementPlan_ FinalEngineering_ 2012_10_17_1 7_16427-B
IV. Millenia Final HMP for Central Drainage Basin
V. Millenia HMP_ CentralBasin_ 2015_0909
VI. MilleniaPhase2-WQTR-HMP_2015_10_09

13. Title Report
a) Newly Added Items
i. Preliminary Report SCAL Update 1
b) Lot 1 PTR 12-10-21
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EXHIBIT “D”
MILLENIA "SEMI-FINISHED LOT CONDITION" DEFINITION
Parcel 1 of Parcel Map No. 22000
The term "Semi-Finished Lot" means:

1. Entitlement. A legally subdivided lot for which all improvements, obligations, fees (not including any vertical construction-related or development impact fees) and work required by the local agencies as a condition to subdivision, development and construction of the lot including all Tentative Map conditions and Subdivision Improvement Agreement requirements, have been completed, secured or otherwise discharged in accordance with the terms and conditions of the Purchase Agreement and Escrow Instructions.

Not included in a Semi-Finished Lot are those improvements, obligations and work required under a building permit, fees, including building department plan check fees for the residential or commercial buildings and any building permit fee(s) required by the building department, or other agency, for the issuance of the building or construction permit.

2. Surety. A lot with all labor and materials, performance and monumentation bonding in accordance with the Subdivision Improvement Agreement and other local agency and utility requirements, codes and ordinances in place or already released.

3. Graded Condition. A lot graded in substantial conformance with the local agency approved grading plans, grading ordinances, subdivision ordinances and all local agency approved codes and ordinances and the project geotechnical reports. The exception is the designated Hold-Down Site and rough grading pad certification which will be subject to the terms and conditions of the Purchase Agreement.

Over-excavation or undercutting of pad at cut/fill transitions is the responsibility of the Buyer.

4. Monumentation. A lot with the final monumentation shown on the Final Subdivision Map (Record Map), including rear pins or pipes and front pins or tags, set in the field by the surveyor or monumentation bonding inplace. Building layout or control stakes are not included ina Semi-Finished Lot.

5. Utilities. The lot has been provided with the utilities constructed to service point-of-connection in accordance with the City-approved utility improvement plans. Any modifications to the utilities provided, including relocations, resizing, additional points of connection, any utilities required to service subterranean facilities, or abandonment of unused services if required, are at the Buyer’ s sole cost (including all design, bonding, construction, plan check and inspection and maintenance / warranty costs). " House sweeps", trenching from the service point-of-connection to the building connection to the service point-of-connection is not included in a Semi-Finished Lot. Sewer lateral property line cleanouts, if required by the local agencies, are not included in a Semi-Finished Lot.

The electrical distribution system has been designed using the San Diego Gas & Electric design standards and underground standards. Work necessary to modify the electrical distribution system, including, but not limited to, larger service cable size and transformer replacement, resulting from deviations from the electrical design criteria is not included in a Semi-Finished Lot.

6. Street Improvements. A lot having lot frontage street improvements completed or secured to serve the lot insubstantial conformance with the local agency approved improvement plans including sidewalks, street trees and right of way irrigation andappurtenances as required and shown ontheagency approved improvement plans.

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Any modifications to the approved street improvement plans necessitated by the Buyer’ s future development of the lot (including such things as driveway cuts or street tree relocations, modifications to bio-retention facilities or other Seller-constructed facilities, etc.) are the Buyer’ s sole cost and expense.

7. Landscaping. Alot witherosion control landscaping and irrigation installed insubstantial conformance with local agency approved codes and ordinances and with local agency approved grading plans and erosion control landscaping plans. Ornamental landscaping or enhanced landscaping of slopes on the Property or pads is not included ina Semi-Finished Lot. Street trees and parkway landscaping required by the local agency and associated with the completion of the “ pedestrian corridor improvements” are included in a Semi-Finished Lot.

8. Drainage. Provisions for any on-site hydro modification and bio-retention treatment are not included in a Semi-Finished Lot.

9. Fencing. Lot fencing, including lot line fencing, return fencing and corner lot fencing or walls is not included in a Semi-Finished Lot.

10. Storm Water Pollution Prevention Measures and Best Management Practices. Coverage under the State of California General Construction Permit as part of the National Pollutant Discharge Elimination System ( NPDES) is not transferable from Seller to Buyer, therefore coverage under the permit is not included in a Semi-Finished Lot. Storm Water Pollution Prevention Plans ( SWPPPs), structural best management practices or permanent water quality protection measures that may be required by the General Construction Permit are not included in a SemiFinished Lot. The preparation of any SQMPP, SWPPP or any maintenance of structural best management practices or permanent water quality protection measures is not included in a Semi-Finished Lot.

11. Hydromodification and water quality. Buyer is responsible to meet the on-site requirements for hydromodification and water quality.

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EXHIBIT “E”

LIST OF BONDED IMPROVEMENTS

1. Grading Permit PG799

2. Millenia Phase 1 Slope and Erosion Control Plans
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EXHIBIT “F”

SELLER ENTRY PERMIT

ENTRY PERMIT
THIS ENTRY PERMIT ("Entry Permit") dated for reference purposes only as of 20__, in entered into by and between
Owner"), and MILLENIA 2022, LLC, a
Delaware limited liability company (" Permittee"), with reference to the following facts:

A. Owner is the owner of certain real property located in the City of Chula Vista, California, and legally described in Exhibit A attached hereto ("Owner’s Property"). Owner (as buyer) and Permittee ( as seller) entered into that certain Option, Purchase Agreement and Escrow Instructions dated as of March ___, 2023 (“ Purchase Agreement”) pursuant to which Permittee sold to Owner the Owner’ s Property. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Purchase Agreement.

B. Pursuant to the terms of the Purchase Agreement, Permittee is obligated to or has the right to complete the Hotel Driveway Improvements, the Jogging Trail Improvements, and the Bonded Obligations, repair any Bonded Improvements, use and fill the Hold- Down Site and obtain rough grading pad certification thereof by Permittee’ s geotechnical engineer, and perform other work permitted or required to be performed by Permittee pursuant thereto ( collectively, “ Work”).

C. This Entry Permit is being executed and delivered by the parties pursuant to the Purchase Agreement, and is entered into to allow for access by workers, equipment and vehicles in, onto and across a portion of the Owner’ s Property, to be described on Exhibit B attached hereto Authorized Entry Area”), for Permittee’ s Work.

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby covenant, declare and agree as set forth below.

1. Permit to Enter Upon Authorized Entry Area . Owner hereby grants Permittee the non-exclusive permission to enter ("License") the Authorized Entry Area solely for the purpose of performing the Work and for no other purpose and ingress and egress for construction vehicles, equipment and workers in connection with the Work and performance of the Work. The location and initial access routes of the Authorized Entry Area shall be establi shed by the parties and confirmed by their attachment to this Agreement of a mutually agreed upon Exhibit B describing the Authorized Entry Area prior to the parties’ execution and delivery of this Agreement.

Permittee shall deliver written notice to Owner at least two (2) business days prior to commencing any Work on the Authorized Entry Area. Permittee' s use of the Authorized Entry Area pursuant to such permission shall be strictly governed by the terms of this Entry Permit. This permission to enter upon the Authorized Entry Area is granted only to Permittee and Permittee shall not permit any other party to enter the Authorized Entry Area during the term of this Entry Permit, except Permittee' s employees, contractors, subcontractors, agents, and consultants (" Permittee' s DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
Representatives"). The License is temporary and shall terminate automatically upon the completion of the Work and release of all of Seller’s Bonds related to the Owner’ s Property.

Except for the License expressly granted herein, and obligations related to the term thereof, Owner shall have no obligation to Permittee hereunder; provided, however, that nothing herein shall be deemed to abrogate or otherwise limit any rights or obligations of the parties under the Purchase Agreement.

2. Government Regulations and Other Obligations of Permittee. Permittee shall obtain, at its sole cost and expense, all governmental permits and authorizations of whatever nature required by any and all governmental agencies for the Work or Permittee' s use of the Authorized Entry Area. While on the Authorized Entry Area, Permittee will comply, and will cause all of Permittee' s Representatives to comply, with all applicable governmental laws, ordinances, rules and regulations. Permittee shall cause such persons to observe strict fire and smoking precautions.

Permittee shall further ensure that no fires are lighted on the Authorized Entry Area and that no firearms or intoxicating liquor shall be carried onto the Authorized Entry Area by any persons entering said Authorized Entry Area pursuant hereto. All persons entering the Authorized Entry Area pursuant hereto shall comply with any and all instructions and directions of the authorized agents of Owner not inconsistent with the provisions of this Entry Permit.

3. Access to Authorized Entry Area. During the term of this Entry Permit and Permittee' s Work, Permittee shall take any steps reasonably necessary to avoid damage to the Authorized Entry Area and adjacent improvements. In no event shall Permittee bring, use or store any hazardous, toxic or contaminated materials or substances on the Authorized Entry Area, including, without limitation, any Hazardous Materials (as defined below). Notwithstanding the foregoing, Permittee shall be solely responsible for the removal and remediation of any Hazardous Materials stored, released, or disposed on the Authorized Entry Area by Permittee or any of Permittee’ s Representatives during the term of this Entry Permit. The condition of the Authorized Entry Area and adjacent improvements as of the execution date of this Entry Permit shall be documented by Owner and Permittee before any use of the Authorized Entry Area and adjacent improvements by Permittee. To access the Authorized Entry Area, Permittee's Representatives may have to drive over Owner' s completed curb and sidewalk improvements adjacent to the Authorized Entry Area. If the curb or sidewalk improvements adjacent to the Authorized Entry Area are damaged during the term of this Entry Permit, Permittee' s Representatives will be presumed to have caused the damage. Permittee will be responsible for any damage done to the Authorized Entry Area or adjacent improvements during the term of this Entry Permit, except to the extent that Permittee establishes to Owner's satisfaction, in Owner's sole reasonable discretion, that such damage was caused by acts of nature, third parties not under the control or supervision of Permittee, or the gross negligence or willful misconduct of Owner or Owner's Indemnitees (as defined below), and Permittee will pay the costs of repairing and restoring the remaining Authorized Entry Area and adjacent improvements to a condition substantially similar to or better than the condition of the Authorized Entry Area and adjacent improvements as of the execution date of this Entry Permit. Prior to the expiration of this Entry Permit, Permittee shall also remove any materials and equipment from the Authorized Entry Area and adjacent improvements placed thereon by Permittee or any of Permittee’ s Representatives. If Permittee fails to repair any damage it has caused to the Authorized Entry Area or adjacent improvements or to remove any materials or equipment to the reasonable satisfaction of Owner and such failure continues for five (5) business days after written notice thereof from Owner, then Owner may perform such repair on DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
behalf of Permittee without any liability to Permittee for any loss or damage by reason therefor, and upon completion, Permittee shall pay Owner's costs for making such repairs within five (5) days after written demand. Said bill shall include interest from the date of completion of Owner' s work at the rate of Prime (as defined below) plus two percent (2%), but if such interest rate exceeds the maximum rate allowed by law, then such rate shall be reduced to the highest rate allowed by law under the circumstances. For purposes of this Entry Permit, the term "Prime" shall mean the rate announced from time to time by Bank of America, N.A. ("Bank of America") as its prime or reference rate. If Bank of America ceases to announce a prime, the prime lending rate of an equivalent lending institution selected by Owner shall be substituted therefor.

As used herein the term "Hazardous Materials" shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to those substances, materials or waste, chemicals or mixture, which is or which contains any substance, chemical, compound, or mixture, which is) regulated now or in the future under any Environmental Laws. Hazardous Substances shall also include, without limitation, ( i) trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents, ( ii) any petroleum products or fractions thereof, ( iii) asbestos, ( iv) polychlorinated biphenyls, ( v) flammable explosives, ( vi) urea formaldehyde and ( vii) radioactive materials and waste, ( viii) any hydrocarbonic substance, fraction, distillate or by product and (ix) hazardous, toxic, ignitable, radioactive, corrosive, or reactive substance or material and which is regulated by any public entity or under any law, except for common office supplies. Hazardous Substances shall also mean a chemical listed by the State of California as a chemical known by the State to cause cancer or reproductive toxicity pursuant to Section 25249.8 of the California Health and Safety Code, as may be amended or a material which, due to its characteristics or interaction with one or more other substances, wastes, chemicals, compounds or mixtures, damages or threatens to damage health, safety, or the environment or is required by any law or public entity to be remediated, including remediation which such law or public agency requires in order for the Authorized Entry Area to be put to any lawful purpose. The term " Environmental Laws" means any federal, state or local laws, ordinances, codes, statutes, regulations, administrative rules, policies and orders, and other authority, existing now or in the future, which classify, regulate, list, implement or define hazardous materials, wastes, contaminants, pollutants and/or the Hazardous Substances.

4. Liens. Permittee shall not suffer or permit to be enforced against the Authorized Entry Area, or any part thereof, any mechanics', materialmen's, contractors' or subcontractors' liens arising from or any claim for damage arising from the Work or any other claim or demand against the Authorized Entry Area or Owner arising from Permittee's entry upon or use of the Authorized Entry Area; but Permittee shall pay or cause to be paid all of said liens, claims or demands before any action is brought to enforce the same against the Authorized Entry Area, or post bond for the same as permitted by law. Permittee agrees to indemnify, protect, defend ( with legal counsel reasonably acceptable to Owner) and hold free and harmless Owner, the City of Chula Vista, and their respective officials, shareholders, directors, members, managers, officers, employees, agents, consultants, contractors, representatives, affiliates, successors and assigns (" Owner's Indemnitees") and the Owner’ s Property itself from claims, suits, causes of action, liabilities, damages, losses, costs, injuries, liens ( including but not limited to mechanic's, materialman's, contractor' s and similar liens), actions or judgments of any kind or nature ( including, without limitation, reasonable attorneys' fees, expert fees, and litigation costs and expenses) ( collectively, DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
Losses”). Owner reserves the right at any time and from time to time to post and maintain on the Authorized Entry Area such notices as may be necessary to protect Owner against liability for all such liens and claims. The provisions of this Section shall survive the expiration or termination of this Entry Permit.

5. Owner' s Right to Pay Claims. In addition to and not in limitation of Owner' s other rights and remedies under this Entry Permit, should Permittee fail, within ten (10) days after receipt of a written request from Owner, to pay and discharge, or post bond for, any lien or claim arising out of Permittee's use of the Authorized Entry Area or fail to bond against such liens or claims as provided by law in order to remove the effect of such liens from the Authorized Entry Area, or should Permittee fail, within ten ( 10) days after receipt of a written request from Owner, to indemnify, protect, defend ( with legal counsel reasonably acceptable to Owner) and hold Owner and Owner's Indemnitees free and harmless from any and all Losses arising out of Permittee's use of the Authorized Entry Area or adjacent improvements as provided herein, then in any such case Owner may, at its option, pay any such Losses, or settle or discharge any claim or action therefor or satisfy any judgment thereon, and all costs, expenses and other sums incurred by Owner in connection therewith shall be paid to Owner by Permittee within five ( 5) days after written demand, together with interest thereon at the rate of Prime plus two percent ( 2%), but if such interest rate exceeds the maximum rate allowed by law, then such rate shall be reduced to the highest rate allowed by law under the circumstances, from the date incurred or paid until repaid, and any default in such repayment shall constitute a breach under this Entry Permit. The provisions of this Section shall survive the expiration or termination of this Entry Permit.

6. Owner Not Liable; Indemnity. All persons or entities who enter upon the Authorized Entry Area pursuant to this Entry Permit do so at their own risk. Owner shall not be liable for any loss, theft, damage or injury of any kind or character to any person or property while on the Authorized Entry Area, including, but not limited to, any of Permittee’ s Representatives, or to the extent caused by or arising from any act or omission by Permittee, or any of Permittee's Representatives, or any use of the Authorized Entry Area. Permittee, as a material part of the consideration of this Entry Permit, waives on its behalf all claims and demands against Owner for any such loss, damage or injury. Permittee shall indemnify, protect, defend ( with legal counsel reasonably acceptable to Owner) and hold Owner and Owner's Indemnitees entirely free and harmless from any and all Losses ( including attorneys' fees and costs and cost to enforce Permittee's obligations under this Section) and other obligations arising from the use of the Authorized Entry Area by Permittee or by Permittee' s Representatives. However, Permittee shall have no obligation to indemnify Owner to the extent of any Losses to the extent caused by the gross negligence of Owner or the Owner' s Indemnitees, or by the willful misconduct of Owner or the Owner's Indemnitees. Permittee's covenants in this Section shall survive the termination of this Entry Permit and shall be binding on Permittee until such time as an action against Owner is absolutely barred by the applicable statute of limitations. Permittee's obligations to defend Owner and Owner' s Indemnitees will be triggered by the mere assertion of a claim against Owner and/ or Owner's Indemnitees, without regard to the merit of such claim and whether or not the claim arose from the alleged negligence, gross negligence or other fault of Permittee.

7. Insurance. Permittee and its contractors, at their own expense, shall at all times during their entry onto the Authorized Entry Area maintain the following insurance policies:

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1

7.1 Insurance Requirements. Permittee and/or its contractors shall secure and maintain, at no cost to Owner, the following policies of insurance on which Permittee shall be a Named Insured" and which shall include coverage for Permittee, its employees', agents', consultants', contractors', and subcontractors' activities on or in any way relating to the Authorized Entry Area: ( a) commercial general liability and property damage insurance, including contractual liability, with limits of not less than $1,000,000 per occurrence for bodily injury, personal injury and Authorized Entry Area damage, and with $ 2,000,000 general aggregate ( or alternatively 1,000,000 on a per project per location basis); ( b) comprehensive automobile liability insurance with limits of not less than $500, 000 for personal injury to, or death of, any one person, $ 1,000,000 for personal injury to, or death of, more than one person in any one accident, and $500,000 for Authorized Entry Area damage in any one accident; ( c) workers' compensation and employer' s liability insurance in accordance with the provisions of California law; and if applicable, ( d) employer' s liability insurance of not less than $1,000, 000. The policies of insurance described in clauses ( a) and ( b) above shall each name Owner, as an " Additional Insured" party and shall contain a provision that all such policies shall not be materially changed, canceled or terminated without thirty (30) days' prior written notice to Owner of any intended or proposed change or termination.

7.2 Certificates of Insurance. Certificates of insurance evidencing such policies, and a certified copy of the endorsement described in Section 4.3 of the Purchase Agreement naming Owner, the City of Chula Vista, and such other entity(ies) as Owner may designate as “ additional insured parties each as an additional insured for the policies described in Section 7.1, shall be delivered by Permittee to Owner before and as a condition of entry onto the Authorized Entry Area by Permittee or by any of Permittee’ s Representatives.

8. Termination.

8.1 Breach. If Permittee breaches of any of its obligations under this Entry Permit, and fails to cure such breach within five (5) days after written notice by Owner, in the event of a failure involving the payment of money, or within ten ( 10) days after written notice, in the event of any such failure not involving the payment of money, then Owner shall have the right at any time thereafter to terminate this Entry Permit by written notice to Permittee, except that no notice shall be required if Owner reasonably determines that such breach involves the imminent risk of injury to persons or damage to property. If the right of entry granted Permittee hereunder is terminated for any reason, Permittee shall promptly vacate the Authorized Entry Area and remove all of its materials, vehicles and equipment within the Authorized Entry Area or elsewhere on the Owner’ s Property.

8.2 Termination Events. Permittee acknowledges and agrees that this Entry Permit constitutes a license which may be revoked by Owner by written notice at any time, with or without cause, but shall not be revoked prior to the date set forth in Section 1 above, unless Permittee shall have committed an uncured breach hereunder or under the Purchase Agreement, in which event Owner may revoke the license by written notice at any time thereafter. Permittee further acknowledges and understands that Permittee has no rights of occupancy or possession of the Authorized Entry Area by virtue of this Entry Permit.

9. General Provisions.

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1

9.1 No Responsibility for Loss or Theft. Owner shall not be responsible for the loss or theft of anything stored by Permittee or Permittee’ s Representatives on or about the Authorized Entry Area, unless such loss or theft is caused by the gross negligence or willful misconduct of Owner.

9.2 Inspection. Owner and any agent authorized by Owner shall be entitled to enter and inspect the Authorized Entry Area at any time while this Entry Permit is in effect, provided that Owner and Owner' s agent shall exercise reasonable efforts to minimize interference with the Work and use of the Authorized Entry Area by Permittee and Permittee’ s Representatives.

9.3 No Assignment. Except with the prior written consent of Owner, which consent may be given or withheld in Owner’s sole discretion, this Entry Permit cannot be assigned, voluntarily or by operation of law, and Permittee shall not sublet, sublicense or otherwise permit the use of the Authorized Entry Area, or any part thereof, and any attempt to do so without Owner’s prior written consent shall be null and void.

9.4 Entire Agreement. This Entry Permit constitutes the entire agreement between the parties hereto pertaining to the license and entry permit for the Authorized Entry Area, and all prior and contemporaneous agreements, representations and understandings of the parties hereto, oral or written, are hereby superseded and merged herein. No supplement, modification or amendment of this Entry Permit shall be binding unless in writing and executed by the parties hereto. No waiver of any of the provisions of this Entry Permit shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver be a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. No waiver of any default by Permittee hereunder shall be implied from any omission by Owner to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by Owner to or of any act by Permittee requiring Owner' s consent or approval shall not be deemed to waive or render unnecessary Owner's consent to or approval of any subsequent similar acts by Permittee.

9.5 Attorneys' Fees. In the event of any litigation, including, but not limited to, arbitration, writ petitions, or an action for declaratory relief, between Owner and Permittee arising from or related to this Entry Permit, the losing party shall pay to the prevailing party a reasonable sum for attorneys' and experts' fees and costs incurred in bringing or defending such action or proceeding and/ or enforcing any judgment granted therein. Any judgment or order entered in such action or proceeding shall contain a specific provision providing for the recovery of attorneys' fees and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing party shall be determined by the trier of fact based upon an assessment of which party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other party' s major arguments or positions on major disputed issues. For the purposes of this section, attorneys' fees shall include, without limitation, fees incurred in the following: ( 1) post- judgment motions; 2) contempt proceedings; ( 3) garnishment, levy, and debtor and third party examinations; ( 4) discovery; ( 5) any appeals; and ( 6) bankruptcy proceedings. This Section is intended to be expressly severable from the other provisions of this Agreement, is intended to survive any judgment and is not to be deemed merged into the judgment. The provisions of this Section shall survive the expiration or termination of this Entry Permit.

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1

9.6 Governing Law. This Entry Permit shall be construed in accordance with, and governed by, the internal laws of the State of California applicable to agreements made and to be performed within the state. This Entry Permit shall be deemed made and entered into in San Diego County.

9.7 Captions; Counterparts. The headings of this Entry Permit are for purposes of reference only and shall not limit or define the meaning of the provisions of this Entry Permit.

This Entry Permit may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. This Entry Permit may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Signatures sent in a pdf document via email may be used in place of original signatures on this Entry Permit or any document delivered pursuant hereto.

Owner and Permittee intend to be bound by the signatures on the pdf document, are aware that the other party will rely on such signatures, and hereby waive any defenses to the enforcement of the terms of this Entry Permit based on the form of signature.

9.8 Successors and Assigns. Each and all of the covenants and conditions of this Entry Permit shall inure to the benefit of and shall be binding upon the successors in interest of Owner, and, subject to the restrictions on transfers herein provided, the successors, heirs, representatives and permitted assigns of Permittee.

9.9 Cumulative Remedies. All rights, options and remedies of the parties contained in this Entry Permit shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and the parties shall have the right to pursue any one or all of such remedies or to seek damages or specific performance in the event of any breach of the terms hereof by the other party or to pursue any other remedy or relief which may be provided by law or equity, whether or not stated in this Entry Permit.

9.10 Severability. If any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become or is held to be illegal, null or void or against public policy, the remaining portions of this Entry Permit shall not be affected thereby and shall remain in force and effect to the fullest extent permissible by law.

9.11 No Partnership. Owner and Permittee shall not, by virtue of this Entry Permit, in any way or for any purpose, be deemed to have become a partner of each other in the conduct of their respective business or otherwise or joint venturer. In addition, by virtue of this Entry Permit, there shall not be deemed to have occurred a merger of any joint enterprise between Owner and Permittee,

9.12 Confidentiality. Permittee agrees to keep in strictest confidence all analyses, compilations, data, studies, sales data, projections, reports, surveys, records, books, documents and other information provided to, prepared by or obtained by Permittee or the Permittee's Representatives regarding the Authorized Entry Area (" Confidential Information"). Permittee shall not disclose, publish or reveal to any person any information contained in or relating to the Confidential Information or any other facts with respect to Permittee' s Work regarding the Authorized Entry Area, except to the extent specifically required by law and then only with prior written notice to Owner as provided below If Permittee becomes legally compelled to disclose any DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
of the Confidential Information, Permittee shall use commercially reasonable efforts to provide Owner with prompt written notice at least five ( 5) business days prior to disclosing any Confidential Information so that Owner may seek a protective order or other appropriate remedy.

Permittee will furnish only that portion of the Confidential Information which is legally required and will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so furnished. Permittee agrees that Owner shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Confidentiality Agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Confidentiality Agreement but shall be in addition to all other remedies available at law or in equity. Notwithstanding the foregoing, Permittee shall incur no liability for the disclosure of Confidential Information ( a) that is already known to Permittee, b) that is, or hereafter becomes, part of the public domain other than through a breach by Permittee of its obligations in this paragraph, ( c) that Permittee receives from a third party who is not under the confidentiality obligations contained in this paragraph, ( d) in connection with litigation including in response to subpoena in litigation, subject to the above obligation to notify Owner above, or (g) as otherwise required by law. Each of the covenants and obligations of this Section shall survive the termination of this Entry Permit for six (6) months.

9.13 Pre-Existing Conditions. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be deemed to impose liability on Permittee for merely discovering the existence of a pre-existing condition that Permittee did not cause, contribute to or exacerbate.

SIGNATURES FOLLOW ON NEXT PAGE]
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
IN WITNESS WHEREOF, the parties have executed this Entry Permit as of the date first above-written.

OWNER"
a
By:

Name:

Title:

PERMITEE"
MILLENIA 2022, LLC,
a Delaware limited liability company
By: Meridian Communities, LLC,
a Delaware limited liability company,
its sole member
By:

Name: Guy Asaro
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1

EXHIBIT A
Legal Description of Owner’ s Property
That certain real property located in the City of Chula Vista, County of San Diego, State of California and more particularly described as follows:

PARCEL 1 OF PARCEL MAP NO. 22000 LOCATED IN CHULA VISTA TRACT NO. 09- 03, OTAY RANCH MILLENIA PHASE 2, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON 2/22/2023.

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1

EXHIBIT B
Authorized Entry Area

TO BE AGREED UPON AND ATTACHED BY THE PARTIES
PRIOR TO EXECUTION AND DELIVERY OF THIS AGREEMENT]
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
EXHIBIT “G”

DEPICTION OF BUS RAPID TRANSIT LINE ALIGNMENT
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
EXHIBIT “H”
BUYER’ S PROPERTY OBLIGATIONS

1. Design and construction of a 0.25 acre Public Plaza consistent with the Millenia Sectional Planning Area Plan and Parks Agreement.

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
EXHIBIT “I”
ESCROW HOLDER’ S GENERAL INSTRUCTIONS
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 111178-00011
7818363.1
Escrow General Provisions- REVISED NOVEMBER 24, 2014
These provisions must be executed below and returned to Escrow Holder promptly. Notwithstanding, use of Escrow Holder' s services after receipt of these provisions constitutes acceptance of the terms, please read for general information about the escrow process. Please also carefully review paragraph entitled " Agreement to Arbitrate" which requires the resolution of disputes by arbitration on an Individual basis,

1. SPECIAL DISCLOSURES:

A. DEPOSIT OF FUNDS & DISBURSEMENTS
Unless directed in writing to establish a separate, interest- bearing account together with all necessary taxpayer reporting information, all funds shall be deposited in general escrow accounts in a federally insured financial Institution including those affiliated with Escrow Holder (" depositories"), All disbursements shall be made by Escrow Holder' s check or by wire transfer unless otherwise instructed in writing, The Good Funds Law California Insurance Code 12413, 1) mandates that Escrow Holder may not disburse funds until the funds are, in fact, available In Escrow Holder' s account. Wire transfers are immediately disbursable upon confirmation of receipt. Funds deposited by a cashier' s or certified check are generally available on the next banking day following deposit. Funds deposited by a personal check and other types of instruments may not be available until confirmation from Escrow Holder' s bank which can vary from 2 to 10 days.

B. DISCLOSURE OF POSSIBLE BENEFITS TO ESCROW HOLDER
As a result of Escrow Holder maintaining its escrow accounts with the depositories, Escrow Holder may receive certain financial benefits such as bank services, accommodations, loans, credits or other business transactions from the depositories which shall accrue to the sole benefit of Escrow Holder and Escrow Holder shall have no obligation to account to the parties to this escrow for the value of any such benefits.

C. ADDITIONAL FEES FOR THIRD PARTY SERVICES
Escrow Holder may incur additional costs for services performed by third parties, The fees charged by Escrow Holder for such services Including, but not limited to, wire transfers, overnight deliveries, messengers or other third party services, may include a mark up over the direct cost to Escrow Holder of such services. .

D. METHOD TO DELIVER PAYOFF TO LENDERS/ LIENHOLDERS
To minimize the amount of interest due on any existing loan or lien, Escrow Holder will deliver the payoff funds to the lender/ lienholder as soon as Escrow Holder is able after confirmation of recordation/ close of escrow and as demanded by the lender/ lienholder using ( a) personal delivery, ( b) wire transfer, or ( c) overnight delivery service, unless otherwise directed in writing by the affected party. Certain payments such as home equity line of credit payoffs (" HELOCS") may require additional time to process,

2. "CLOSE OF ESCROW"/ PRORATIONS & ADJUSTMENTS
The term " close of escrow" means the date on which documents are recorded. All prorations and/ or adjustments shall be made to the close of escrow based on the number or actual days, unless otherwise instructed in writing„

3. CONTINGENCY PERIODS ( Applies only when property being transferred)
Escrow Holder shall not be responsible for monitoring contingency time periods. between the parties. The parties shall execute such documents as may be requested by Escrow Holder to confirm the status of any such periods,

THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title Insurance Company and/ or its affiliates.

All rights reserved, NYSE: FA
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 111178-00011
7818363.1

4. REPORTS
a. Preliminary Report - Escrow Holder has neither responsibility nor liability for any title search that may be performed in connection with the issuance of a preliminary report. b. Other Reports- As an accommodation, Escrow Holder may agree to transmit orders for inspection, termite, disclosure and other reports if requested, In writing or orally, by the parties or their agents. Escrow Holder shall deliver copies of any such reports as directed. Escrow Holder Is not responsible for reviewing such reports or advising the parties of the content of same.

5. INFORMATION FROM AFFILIATED COMPANIES
Escrow Holder may provide the parties' information to and from its affiliates in connection with the offering of products and services from these affiliates.

6. RECORDATION OF DOCUMENTS
Escrow Holder is authorized to record documents delivered through escrow which are necessary or proper for the issuance of the requested title insurance policy( ies). Buyer will provide a completed Preliminary Change of Ownership Report form (" PCOR"). If Buyer fails to provide the PCOR, Escrow Holder shall close escrow and charge Buyer any additional fee incurred for recording the documents without the PCOR, Escrow Holder is released from any liability in connection with same.

7. PERSONAL PROPERTY TAXES
No examination, UCC search, insurance as to personal property and/ or the payment of personal property taxes is required unless otherwise instructed in writing.

8. REAL PROPERTY TAXES
Real property taxes are prorated based on the most current available tax statement from the tax collector' s office. Supplemental taxes may be assessed as a result of a change in ownership or completion of construction. Adjustments due either party based on the actual new tax bill issued after close of escrow or a supplemental tax bill will be made by the parties outside of escrow and Escrow Holder is released of any liability in connection with such adjustments. The first installment of California real property taxes Is due November 1st ( delinquent December 10th) and the second Installment is due February 1st ( delinquent April 10th), If a tax bill is not received from the County at least 30 days prior to the due date, buyer should contact the County Tax Collector' s office and request one Escrow Holder is not responsible for same,

9. CANCELLATION OF ESCROW ( Applies only when property being transferred) a. Any party desiring to cancel this escrow shall deliver written notice of cancellation to Escrow Holder. Within a reasonable time after receipt of such notice, Escrow Holder shall send by regular mall to the address on the escrow instructions, one copy of said notice to the other party( les). Unless written objection to cancellation is delivered to Escrow Holder by a party within 10 days after date of mailing, Escrow Holder Is authorized, at its option, to comply with the notice and terminate the escrow. If a written objection is received by Escrow Holder, Escrow Holder is authorized, at its option, to hold all funds and documents in escrow ( subject to the Funds Held in Escrow fee) and to take no other action until otherwise directed by either the parties' mutual written instructions or a final order of a court of competent jurisdiction, If no action is taken on this escrow within 6 months after the closing date specified in the escrow instructions, Escrow Holder' s obligations shall, at its option, terminate. Upon termination of this escrow, the parties shall pay all fees, charges and reimbursements due to Escrow Holder and all documents and remaining funds held in escrow shall be returned to the parties depositing same.

Notwithstanding the foregoing, upon receipt of notice of cancellation by a seller in a transaction subject to the Home Equity Sales Contract law ( CC § 1.695 et seq.), Escrow Holder shall have the right to unilaterally cancel the escrow and may return all documents and funds without consent by or notice to the buyer.

THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title Insurance Company and/ or its affiliates.

All rights reserved, NYSE: FA
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 111178-00011
7818363.1

10. CONFLICTING INSTRUCTIONS & RELATED DISPUTES
If Escrow Holder becomes aware of any conflicting demands or instructions concerning this escrow, Escrow Holder shall have the right to discontinue all further acts on Escrow Holder' s part until the conflict is resolved to Escrow Holder’ s satisfaction. Escrow Holder has the right at its option to file an action in interpleader requiring the parties to litigate their claims/ rights. If such an action is filed, the parties jointly and severally agree ( a) to pay Escrow Holder' s cancellation charges, costs ( including the Funds Held In Escrow fee) and reasonable attorneys' fees, and ( b) that Escrow Holder is fully released and discharged from all further obligations under the escrow.

11. FUNDS HELD IN ESCROW
When funds remain in escrow over 90 days after either close of escrow or estimated close of escrow, a monthly holding fee of $25 shall be imposed by Escrow Holder that is to be charged against the funds held.

12. USURY
Escrow Holder Is not to be concerned with usury as to any loans or encumbrances in this escrow and is hereby released of any responsibility and/ or liability therefore.

13. AMENDMENTS TO ESCROW INSTRUCTIONS ( Applies only when property being transferred) Any amendment to the escrow Instructions must be in writing, executed by all parties and accepted by Escrow Holder. Escrow Holder may, at its sole option, elect to accept and act upon oral instructions from the parties.

If requested by Escrow Holder the parties agree to confirm said instructions in writing as soon as practicable.

The escrow instructions as amended shall constitute the entire escrow agreement between the Escrow Holder and the parties hereto with respect to the subject matter of the escrow.

14. FIRE, HAZARD OR LIABILITY INSURANCE POLICIES
In all matters relating to fire, hazard or liability insurance, Escrow Holder may assume that each policy is In force and that the necessary premium has been paid. Escrow Holder is not responsible for obtaining fire, hazard or liability insurance, unless Escrow Holder has received specific written instructions to obtain such Insurance prior to close of escrow from the parties or their respective lenders.

15. COPIES OF DOCUMENTS; ELECTRONIC SIGNATURES; AUTHORIZATION TO RELEASE Escrow Holder is authorized to rely upon copies of documents, which Include facsimile, electronic, NCR, or photocopies as if they were an originally executed document. Escrow Holder may agree to accept electronically signed documents from a platform or program approved by Escrow Holder. If requested by Escrow Holder, the originals of such documents and/ or original signatures shall be delivered to Escrow Holder. Escrow Holder may withhold documents and/or funds due to the party until such originals are delivered. Documents to be recorded MUST contain original signatures. Escrow Holder may furnish copies of any and all documents to the lender(s), real estate broker(s), attorney(s) and/or accountant(s) involved in this transaction upon their request. Delivery of documents by escrow to a real estate broker or agent who is so designated in the purchase agreement shall be deemed delivery to the principal.

16. EXECUTION IN COUNTERPART
The escrow instructions and any amendments may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute the same instruction.

THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title Insurance Company and/ or its affiliates.

All rights reserved, NYSE: FA
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 111178-00011
7818363.1

17. TAX REPORTING, WITHHOLDING & DISCLOSURE ( Applies only when property being transferred) The parties are advised to seek Independent advice concerning the tax consequences of this transaction, including but not limited to, their withholding, reporting and disclosure obligations. Escrow Holder does not-provide tax or legal advice and the parties agree to hold Escrow Holder harmless from any loss or damage that the parties may incur as a result of their failure to comply with federal and/or state tax laws,

WITHHOLDING OBLIGATIONS ARE THE EXCLUSIVE OBLIGATIONS OF THE PARTIES, ESCROW

HOLDER IS NOT RESPONSIBLE TO PERFORM THESE OBLIGATIONS MESS ESCROW HOLDER AGREES IN WRITING.

A. TAXPAYER IDENTIFICATION NUMBER REPORTING
Federal law requires Escrow Holder to report seller's social security number or tax identification number both numbers are hereafter referred to as the "TIN"), forwarding address, and the gross sales price to the Internal Revenue Service (" IRS"), To comply with the USA PATRIOT Act, certain taxpayer identification Information (including, but not limited to, the TIN) may be required by Escrow Holder from certain persons or entities Involved (directly or indirectly) in the transaction prior to closing.

Escrow cannot be closed nor any documents recorded until the information Is provided and certified as to its accuracy to Escrow Holder. The parties agree to promptly obtain and provide such information as requested by Escrow Holder.

B. STATE WITHHOLDING & REPORTING
In accordance with Section 18662 of the Revenue and Taxation Code (R&TC), a buyer may be required to withhold an amount equal to 3 1/3% (. 0333) of the sale price, or an optional gain on sale withholding amount certified by the seller in the case of a disposition of California real property interest by either:

1.A seller who is an individual, trust, estate, or when the disbursement instructions authorize the proceeds to be sent to
a financial Intermediary of the sellers.

2. A corporate seller that has no permanent place of business in California immediately after the transfer of title to the
California property.

The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the amount required to be withheld or five hundred dollars ($500).

However, notwithstanding any other provision included in the California statutes referenced above, no buyer will be required to withhold any amount or be subject to penalty for failure to withhold if any of the following applies:

1. The sale price of the California real property conveyed does not exceed one hundred thousand dollars 100,000).

1. The seller executes a written certificate under the penalty of perjury certifying that the seller is a corporation with a
permanent place of business in California,

2. The seller, who is an individual, trust, estate, or a corporation without a permanent place of business in California, executes a written certificate under the penalty of perjury of any of the following:

THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title Insurance Company and/ or its affiliates.

All rights reserved, NYSE: FA
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 111178-00011
7818363.1
a The California real property being conveyed is the seller's or decedent' s principal residence ( within the meaning of Section 121 of the Internal Revenue Code ( IRC)), b. The last use of the property being conveyed was by the transferor as the transferor' s principal residence within the meaning of IRC Section 121),
c. The California real property being conveyed is, or will be, exchanged for property of 111,, kind ( within the meaning of IRC Section 1031), but only to the extent of the amount of gain not required to be recognized for California income tax purposes under IRC Section 1031. d. The California real property has been compulsorily or involuntarily converted ( within the meaning of IRC Section 1033) and the seller Intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for California income tax purposes under IRC Section 1033. e. The California real property transaction will result in a loss or net gain not required to be recognized for California income tax purposes.

The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement.

Contact FIB: For additional Information regarding California withholding or for the Alternative Withholding, contact the Franchise Tax Board at ( toll free) 888- 792- 4900), by email WSCS. GEN@ftb. ca.gov; or visit their website at www. ftb.ca,gov.

C. FEDERAL WITHHOLDING & REPORTING
Certain federal reporting and withholding requirements exist for real estate transactions where the seller transferor) is a non-resident alien, a non-domestic corporation, partnership, or limited liability company; or a domestic corporation, partnership or limited liability company controlled by non- residents; or non- resident corporations, partnerships or limited liability companies, D. TAXPAYER IDENTIFICATION DISCLOSURE
Federal and state laws require that certain forms include a party' s TIN and that such forms or copies of the forms be provided to the other party and to the applicable governmental authorities. Parties to a real estate transaction involving seller- provided financing are required to furnish, disclose, and include the other party' s TIN in their tax returns. Escrow Holder is authorized to release a party' s TINs and copies of statutory forms to the other party and to the applicable governmental authorities in the foregoing circumstances. The parties agree to hold Escrow Holder harmless against any fees, costs, or judgments incurred and/ or awarded because of the release of their TIN as authorized herein,

18. AGREEMENT TO ARBITRATE
a) Except as indicated in Paragraph 10, above, all disputes and claims, arising out of or relating to this Escrow must be resolved by arbitration, Notwithstanding the foregoing, any party may bring an individual action in small claims court. Any dispute as to the arbitrability of claims or the scope or enforceability of this arbitration provision, or as to the interpretation of paragraph ( 18)( c) below, is for the court to decide. This Escrow evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of the Escrow.
b) Arbitration Procedures. The arbitrator shall be bound by the terms of this arbitration provision. The arbitration will be governed by the Commercial Arbitration Rules and, where applicable, the Consumer Arbitration Rules ( collectively, " AM Rules") of the AAA, as modified by this arbitration provision. The AAA Rules are available online at www. aciaorg or by calling the AM at 1-800- 7787879. The AAA shall administer the arbitration. If the MA is unavailable, the arbitration will be administered by another arbitration provider that the parties agree to or that the court selects. Arbitrators may consider but shall not be bound by rulings in prior arbitrations involving different customers. Arbitrators shall be bound by rulings in prior arbitrations involving the ' same customer to the extent required by applicable law.

THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title Insurance Company and/or its affiliates.

All rights reserved, NYSE: FA
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 111178-00011
7818363.1
c) Prohibition of Class or Representative Actions and Non- Individualized Relief. UNDER THIS AGREEMENT,

ANY CLAIM MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NO PARTY MAY SERVE AS A PLAINTIFF,

CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all parties agree otherwise, the arbitrator may not consolidate more than one person' s claims, and may not otherwise preside over any form of a class, representative, or private attorney general proceeding. The arbitrator may award any relief that a court could award, so long as the relief is individualized to the Claimant and would not affect other persons. No party may seek non-Individualized relief that would affect persons other than the parties themselves. If a court decides that applicable law precludes enforcement of any of this paragraph' s limitations as to a particular claim for relief, then that claim and only that claim) must be severed from the arbitration and may be brought in court.

SEE GENERAL PROVISIONS ACKNOWLEDGEMENT PAGE WITH SIGNATURES ATTACHED

THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE.
2014 First American Title insurance Company and/ or its affiliates.

All rights reserved, NYSE: FA
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
EXHIBIT “J”

DESCRIPTION OF CFDS
Summary of Millenia Community Facilities Districts
Chula Vista Elementary School District CFD 18
The purpose of the Chula Vista Elementary School District CFD is to levy special taxes for the acquisition and construction of school facilities for K-6th grade students generated by homes within the CFD boundaries. The special taxes may service bonds sold by the District for school construction.

Sweetwater Union High School District CFD 18
The purpose of the Sweetwater Union High School CFD is to levy special taxes for the acquisition and construction of school facilities for 7th through 12th grade students generated by homes within the CFD boundaries. The special taxes may service bonds sold by the District for school construction.

City of Chula Vista CFD No. 97-2 – Preserve Maintenance District The City of Chula Vista created CFD 97-2 for the purpose of levying special taxes to fund the maintenance of permanent open space lands which have been conveyed to the Otay Ranch Preserve Owner Manager (a public entity comprised of the City of Chula Vista and the County of San Diego). The preserve exists to protect biological and other resources, maintain biological diversity, and promote the survival and recovery of native species and habitat. Seller is conveying property to the Otay Ranch Preserve as a condition of development.

City of Chula Vista Maintenance CFD 14M
CFD 14M levies special taxes to fund City maintenance of certain landscaping, park maintenance and required storm water quality and retention facilities on public property within the Millenia Project. The maintenance will be performed and/or contracted by the City of Chula Vista.

City of Chula Vista CFD No. 16-I (Millenia)
CFD 16-Ilevies special taxes and issues bonds to pay for public infrastructure within the Millenia Project.

Qualifying facilities include, but are not limited to, parks, streets, sewer facilities, traffic signals and selected Development Impact Fees or fee program-funded facilities. The Property is within Improvement Area No. 1 of this CFD and is subject to the special taxes authorized to be levied by the CFD.

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
EXHIBIT “K”

DEPICTION OF HOLD- DOWN SITE
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
EXHIBIT “L”

CITY ENTRY PERMIT

ENTRY PERMIT
THIS ENTRY PERMIT ("Entry Permit") dated for reference purposes only as of 20__, in entered into by and between MILLENIA 2022, LLC, a Delaware limited liability company ("Owner"), and CITY OF CHULA VISTA ("Permittee"), with reference to the following facts:

A. Owner is the owner of certain real property located in the City of Chula Vista, California, and legally described in Exhibit A attached hereto ("Owner's Property").

B. Permittee is the owner of certain real property located in the City of Chula Vista, California, and legally described in Exhibit B attached hereto ("Permittee's Property").

C. This Entry Permit is entered into to allow for access by workers, equipment and vehicles onto and across a portion of the Owner's Property, to be described on Exhibit C attached hereto (" Authorized Entry Area"), for the Permitted Purpose as defined and described below.

D. This Entry Permit is being executed and delivered by the parties pursuant to that certain Purchase Agreement and Escrow Instructions dated as of March ___, 2023, between Owner, as “ Seller”, and Permittee, as “ Buyer” ( as the same may be amended, “ Purchase Agreement”). Capitalized terms used herein and not otherwise defined will have the meanings given to them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby covenant, declare and agree as set forth below.

1. Permit to Enter Upon Authorized Entry Area. Owner hereby grants Permittee the non- exclusive permission to enter (" License") the Authorized Entry Area solely for the purpose of staging and storage of construction equipment, vehicles and materials solely in connection with Permittee’ s development of Permittee’ s Property (“ Permitted Purpose”) and for no other purpose Work") and ingress and egress for construction vehicles, equipment and workers in connection with the Work and performance of the Work. The location and initial access routes of the Authorized Entry Area shall be established by the parties and confirmed by their attachment to this Agreement of a mutually agreed upon Exhibit C describing the Authorized Entry Area prior to the parties’ execution and delivery of this Agreement. Additionally, Permittee (i) acknowledges that Owner may have ongoing development and construction work and other activities in, on and about the Owner’s Property (including without limitation, Owner’s work associated with the Hotel Driveway Improvements, Jogging Trail Improvements, and filling of the Hold- Down Site pursuant to the Purchase Agreement) (collectively, “Owner’s Work”) while this Entry Permit is in effect, and ( ii) agrees that Owner may require modifications to the access routes and location( s) of the Authorized Entry Area from time to time as Owner may reasonably require to accommodate DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
Owner’ s Work in, on or about the Owner’ s Property. If requested by Owner, Permittee shall promptly execute and deliver a written amendment to this Entry Permit from time to time substituting a revised Exhibit C to reflect any such changes to the access routes and/ or location( s) of the Authorized Entry Area. Permittee shall deliver written notice to Owner at least two (2) business days prior to commencing any Work on the Authorized Entry Area. Permittee' s use of the Authorized Entry Area pursuant to such permission shall be strictly governed by the terms of this Entry Permit. This permission to enter upon the Authorized Entry Area is granted only ( i) to Permittee and Permittee shall not permit any other party to enter the Authorized Entry Area during the term of this Entry Permit, except Permittee' s employees, contractors, subcontractors, agents, and consultants (" Permittee's Representatives"), and (ii) with respect to the Authorized Entry Area, Permittee and Permittee' s Representatives shall not conduct any excavation, drilling, boring or other invasive testing or physical alteration or improvement of Owner's Property and shall not conduct any other activities, including without limitation, any biological studies, tests, surveys or investigations, or enter any other property, including any adjacent property owned by Owner, without the prior written consent of Owner, which consent may be withheld in Owner' s sole discretion, except that this provision shall not apply to Permittee's Property. The License is temporary and shall terminate automatically upon the first to occur of: ( a) completion of Permittee’ s Work; (b) _______________, 20__; or (c) the termination of the Purchase Agreement for any reason. Except for the License expressly granted herein, and obligations related to the term thereof, Owner shall have no obligation to Permittee hereunder; provided, however, that nothing herein shall be deemed to abrogate or otherwise limit any rights or obligations of the parties under the Purchase Agreement.

2. Government Regulations and Other Obligations of Permittee. Permittee shall obtain, at its sole cost and expense, all governmental permits and authorizations of whatever nature required by any and all governmental agencies for the Work or Permittee' s use of the Authorized Entry Area. While on the Authorized Entry Area, Permittee will comply, and will cause all of Permittee' s Representatives to comply, with all applicable governmental laws, ordinances, rules and regulations. Permittee shall cause such persons to observe strict fire and smoking precautions.

Permittee shall further ensure that no fires are lighted on the Authorized Entry Area and that no firearms or intoxicating liquor shall be carried onto the Authorized Entry Area by any persons entering said Authorized Entry Area pursuant hereto. All persons entering the Authorized Entry Area pursuant hereto shall comply with any and all instructions and directions of the authorized agents of Owner not inconsistent with the provisions of this Entry Permit.

3. Access to Authorized Entry Area. During the term of this Entry Permit and Permittee' s Work, Permittee shall take any steps reasonably necessary to avoid damage to the Authorized Entry Area and adjacent improvements. In no event shall Permittee bring, use or store any hazardous, toxic or contaminated materials or substances on the Authorized Entry Area, including, without limitation, any Hazardous Materials (as defined below). Notwithstanding the foregoing, Permittee shall be solely responsible for the removal and remediation of any Hazardous Materials stored, released, or disposed on the Authorized Entry Area by Permittee or any of Permittee’ s Representatives during the term of this Entry Permit. The condition of the Authorized Entry Area and adjacent improvements as of the execution date of this Entry Permit shall be documented by Owner and Permittee before any use of the Authorized Entry Area and adjacent improvements by Permittee. To access the Authorized Entry Area, Permittee's Representatives may have to drive over Owner' s completed curb and sidewalk improvements adjacent to the DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
Authorized Entry Area. If the curb or sidewalk improvements adjacent to the Authorized Entry Area are damaged during the term of this Entry Permit, Permittee's Representatives will be presumed to have caused the damage. Permittee will be responsible for any damage done to the Authorized Entry Area or adjacent improvements during the term of this Entry Permit, except to the extent that Permittee establishes to Owner' s satisfaction, in Owner' s sole reasonable discretion, that such damage was caused by acts of nature, third parties not under the control or supervision of Permittee, or the gross negligence or willful misconduct of Owner or Owner' s Indemnitees ( as defined below), and Permittee will pay the costs of repairing and restoring the remaining Authorized Entry Area and adjacent improvements to a condition substantially similar to or better than the condition of the Authorized Entry Area and adjacent improvements as of the execution date of this Entry Permit. Prior to the expiration of this Entry Permit, Permittee shall also remove any materials and equipment from the Authorized Entry Area and adjacent improvements placed thereon by Permittee or any of Permittee’ s Representatives. If Permittee fails to repair any damage it has caused to the Authorized Entry Area or adjacent improvements or to remove any materials or equipment to the reasonable satisfaction of Owner and such failure continues for five ( 5) business days after written notice thereof from Owner, then Owner may perform such repair on behalf of Permittee without any liability to Permittee for any loss or damage by reason therefor, and upon completion, Permittee shall pay Owner's costs for making such repairs within five (5) days after written demand. Said bill shall include interest from the date of completion of Owner' s work at the rate of Prime (as defined below) plus two percent (2%), but if such interest rate exceeds the maximum rate allowed by law, then such rate shall be reduced to the highest rate allowed by law under the circumstances. For purposes of this Entry Permit, the term "Prime" shall mean the rate announced from time to time by Bank of America, N.A. ("Bank of America") as its prime or reference rate. If Bank of America ceases to announce a prime, the prime lending rate of an equivalent lending institution selected by Owner shall be substituted therefor.

As used herein the term "Hazardous Materials" shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to those substances, materials or waste, chemicals or mixture, which is or which contains any substance, chemical, compound, or mixture, which is) regulated now or in the future under any Environmental Laws. Hazardous Substances shall also include, without limitation, ( i) trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents, ( ii) any petroleum products or fractions thereof, ( iii) asbestos, ( iv) polychlorinated biphenyls, ( v) flammable explosives, ( vi) urea formaldehyde and ( vii) radioactive materials and waste, ( viii) any hydrocarbonic substance, fraction, distillate or by product and (ix) hazardous, toxic, ignitable, radioactive, corrosive, or reactive substance or material and which is regulated by any public entity or under any law, except for common office supplies. Hazardous Substances shall also mean a chemical listed by the State of California as a chemical known by the State to cause cancer or reproductive toxicity pursuant to Section 25249.8 of the California Health and Safety Code, as may be amended or a material which, due to its characteristics or interaction with one or more other substances, wastes, chemicals, compounds or mixtures, damages or threatens to damage health, safety, or the environment or is required by any law or public entity to be remediated, including remediation which such law or public agency requires in order for the Authorized Entry Area to be put to any lawful purpose. The term " Environmental Laws" means any federal, state or local laws, ordinances, codes, statutes, regulations, administrative rules, policies and orders, and other authority, existing now or in the future, which classify, regulate, list, implement or define hazardous materials, wastes, contaminants, pollutants and/or the Hazardous DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
Substances.

4. Liens. Permittee shall not suffer or permit to be enforced against the Authorized Entry Area, or any part thereof, any mechanics', materialmen's, contractors' or subcontractors' liens arising from or any claim for damage arising from the Work or any other claim or demand against the Authorized Entry Area or Owner arising from Permittee's entry upon or use of the Authorized Entry Area; but Permittee shall pay or cause to be paid all of said liens, claims or demands before any action is brought to enforce the same against the Authorized Entry Area, or post bond for the same as permitted by law. Permittee agrees to indemnify, protect, defend ( with legal counsel reasonably acceptable to Owner) and hold free and harmless Owner, Millenia Mitigation Land, LLC, Meridian Communities, LLC, Meridian Building Services, Inc., Millenia Real Estate Group, LLC, and their respective affiliates, members and managers and its and their employees, general partners, members, managers, officers, directors, shareholders, agents, consultants, contractors, representatives, successors and assigns (" Owner's Indemnitees") and Owner’ s Property itself from claims, suits, causes of action, liabilities, damages, losses, costs, injuries, liens (including but not limited to mechanic's, materialman's, contractor's and similar liens), actions or judgments of any kind or nature ( including, without limitation, reasonable attorneys' fees, expert fees, and litigation costs and expenses) ( collectively, “ Losses”). Owner reserves the right at any time and from time to time to post and maintain on the Authorized Entry Area such notices as may be necessary to protect Owner against liability for all such liens and claims. The provisions of this Section shall survive the expiration or termination of this Entry Permit.

5. Owner's Right to Pay Claims. In addition to and not in limitation of Owner's other rights and remedies under this Entry Permit, should Permittee fail, within ten (10) days after receipt of a written request from Owner, to pay and discharge, or post bond for, any lien or claim arising out of Permittee' s use of the Authorized Entry Area or fail to bond against such liens or claims as provided by law in order to remove the effect of such liens from the Authorized Entry Area, or should Permittee fail, within ten ( 10) days after receipt of a written request from Owner, to indemnify, protect, defend (with legal counsel reasonably acceptable to Owner) and hold Owner and Owner' s Indemnitees free and harmless from any and all Losses arising out of Permittee' s use of the Authorized Entry Area or adjacent improvements as provided herein, then in any such case Owner may, at its option, pay any such Losses, or settle or discharge any claim or action therefor or satisfy any judgment thereon, and all costs, expenses and other sums incurred by Owner in connection therewith shall be paid to Owner by Permittee within five ( 5) days after written demand, together with interest thereon at the rate of Prime plus two percent ( 2%), but if such interest rate exceeds the maximum rate allowed by law, then such rate shall be reduced to the highest rate allowed by law under the circumstances, from the date incurred or paid until repaid, and any default in such repayment shall constitute a breach under this Entry Permit. The provisions of this Section shall survive the expiration or termination of this Entry Permit.

6. Owner Not Liable; Indemnity. All persons or entities who enter upon the Authorized Entry Area pursuant to this Entry Permit do so at their own risk. Owner shall not be liable for any loss, theft, damage or injury of any kind or character to any person or property while on the Authorized Entry Area, including, but not limited to, any of Permittee’ s Representatives, or to the extent caused by or arising from any act or omission by Permittee, or any of Permittee' s Representatives, or any use of the Authorized Entry Area. Permittee, as a material part of the consideration of this Entry Permit, waives on its behalf all claims and demands against Owner for DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
any such loss, damage or injury. Permittee shall indemnify, protect, defend (with legal counsel reasonably acceptable to Owner) and hold Owner and Owner's Indemnitees entirely free and harmless from any and all Losses ( including attorneys' fees and costs and cost to enforce Permittee's obligations under this Section) and other obligations arising from the use of the Authorized Entry Area by Permittee or by Permittee' s Representatives. However, Permittee shall have no obligation to indemnify Owner to the extent of any Losses to the extent caused by the gross negligence of Owner or the Owner' s Indemnitees, or by the willful misconduct of Owner or the Owner's Indemnitees. Permittee's covenants in this Section shall survive the termination of this Entry Permit and shall be binding on Permittee until such time as an action against Owner is absolutely barred by the applicable statute of limitations. Permittee's obligations to defend Owner and Owner' s Indemnitees will be triggered by the mere assertion of a claim against Owner and/ or Owner's Indemnitees, without regard to the merit of such claim and whether or not the claim arose from the alleged negligence, gross negligence or other fault of Permittee.

7. Insurance. Permittee and its contractors, at their own expense, shall at all times during their entry onto the Authorized Entry Area maintain the following insurance policies:

7.1 Purchase Agreement Insurance Requirements. Permittee shall comply (and shall cause its contractors to comply) with all of the insurance requirements set forth in Section

4.3 of the Purchase Agreement.

7.2 Certificates of Insurance. Certificates of insurance evidencing such policies, and a certified copy of the endorsement described in Section 4.3 of the Purchase Agreement naming Owner, Millenia Real Estate Group, LLC, Meridian Communities, LLC, Meridian Development, LLC, and Meridian Building Services, Inc. and such other entity(ies) as Owner may designate as “ additional insured parties each as an additional insured for the policies described in Section 7.1, shall be delivered by Permittee to Owner before and as a condition of entry onto the Authorized Entry Area by Permittee or by any of Permittee’ s Representatives.

8. Termination.

8.1 Breach. If Permittee breaches of any of its obligations under this Entry Permit, and fails to cure such breach within five (5) days after written notice by Owner, in the event of a failure involving the payment of money, or within ten ( 10) days after written notice, in the event of any such failure not involving the payment of money, then Owner shall have the right at any time thereafter to terminate this Entry Permit by written notice to Permittee, except that no notice shall be required if Owner reasonably determines that such breach involves the imminent risk of injury to persons or damage to property. If the right of entry granted Permittee hereunder is terminated for any reason, Permittee shall promptly vacate the Authorized Entry Area and remove all of its materials, vehicles and equipment within the Authorized Entry Area or elsewhere on the Owner’ s Property.

8.2 Termination Events. Permittee acknowledges and agrees that this Entry Permit constitutes a license which may be revoked by Owner by written notice at any time, with or without cause, but shall not be revoked prior to the date set forth in Section 1 above, unless ( i) Permittee shall have committed an uncured breach hereunder or under the Purchase Agreement, or (ii) Permittee assigns the Purchase Agreement to a Permitted Assignee or to any other party, in DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
which event Owner may revoke the license by written notice at any time thereafter. Permittee further acknowledges and understands that Permittee has no rights of occupancy or possession of the Authorized Entry Area by virtue of this Entry Permit.

9. General Provisions.

9.1 No Responsibility for Loss or Theft. Owner shall not be responsible for the loss or theft of anything stored by Permittee or Permittee’ s Representatives on or about the Authorized Entry Area, unless such loss or theft is caused by the gross negligence or willful misconduct of Owner.

9.2 Inspection. Owner and any agent authorized by Owner shall be entitled to enter and inspect the Authorized Entry Area at any time while this Entry Permit is in effect, provided that Owner and Owner' s agent shall exercise reasonable efforts to minimize interference with the Work and use of the Authorized Entry Area by Permittee and Permittee’ s Representatives.

9.3 No Assignment. Except with the prior written consent of Owner, which consent may be given or withheld in Owner’s sole discretion, this Entry Permit cannot be assigned, voluntarily or by operation of law, and Permittee shall not sublet, sublicense or otherwise permit the use of the Authorized Entry Area, or any part thereof, and any attempt to do so without Owner’s prior written consent shall be null and void.

9.4 Entire Agreement. This Entry Permit constitutes the entire agreement between the parties hereto pertaining to the license and entry permit for the Authorized Entry Area, and all prior and contemporaneous agreements, representations and understandings of the parties hereto, oral or written, are hereby superseded and merged herein. No supplement, modification or amendment of this Entry Permit shall be binding unless in writing and executed by the parties hereto. No waiver of any of the provisions of this Entry Permit shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver be a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. No waiver of any default by Permittee hereunder shall be implied from any omission by Owner to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by Owner to or of any act by Permittee requiring Owner' s consent or approval shall not be deemed to waive or render unnecessary Owner's consent to or approval of any subsequent similar acts by Permittee.

9.5 Attorneys' Fees. In the event of any litigation, including, but not limited to, arbitration, writ petitions, or an action for declaratory relief, between Owner and Permittee arising from or related to this Entry Permit, the losing party shall pay to the prevailing party a reasonable sum for attorneys' and experts' fees and costs incurred in bringing or defending such action or proceeding and/ or enforcing any judgment granted therein. Any judgment or order entered in such action or proceeding shall contain a specific provision providing for the recovery of attorneys' fees and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing party shall be determined by the trier of fact based upon an assessment of which party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other party' s major arguments or positions on major disputed issues. For the purposes of this section, attorneys' fees shall include, without limitation, fees incurred in the following: ( 1) post- judgment motions; DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
2) contempt proceedings; ( 3) garnishment, levy, and debtor and third party examinations; ( 4) discovery; ( 5) any appeals; and ( 6) bankruptcy proceedings. This Section is intended to be expressly severable from the other provisions of this Agreement, is intended to survive any judgment and is not to be deemed merged into the judgment. The provisions of this Section shall survive the expiration or termination of this Entry Permit.

9.6 Governing Law. This Entry Permit shall be construed in accordance with, and governed by, the internal laws of the State of California applicable to agreements made and to be performed within the state. This Entry Permit shall be deemed made and entered into in San Diego County.

9.7 Captions; Counterparts. The headings of this Entry Permit are for purposes of reference only and shall not limit or define the meaning of the provisions of this Entry Permit.

This Entry Permit may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. This Entry Permit may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Signatures sent in a pdf document via email may be used in place of original signatures on this Entry Permit or any document delivered pursuant hereto.

Owner and Permittee intend to be bound by the signatures on the pdf document, are aware that the other party will rely on such signatures, and hereby waive any defenses to the enforcement of the terms of this Entry Permit based on the form of signature.

9.8 Successors and Assigns. Each and all of the covenants and conditions of this Entry Permit shall inure to the benefit of and shall be binding upon the successors in interest of Owner, and, subject to the restrictions on transfers herein provided, the successors, heirs, representatives and permitted assigns of Permittee.

9.9 Cumulative Remedies. All rights, options and remedies of the parties contained in this Entry Permit shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and the parties shall have the right to pursue any one or all of such remedies or to seek damages or specific performance in the event of any breach of the terms hereof by the other party or to pursue any other remedy or relief which may be provided by law or equity, whether or not stated in this Entry Permit.

9.10 Severability. If any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become or is held to be illegal, null or void or against public policy, the remaining portions of this Entry Permit shall not be affected thereby and shall remain in force and effect to the fullest extent permissible by law.

9.11 No Partnership. Owner and Permittee shall not, by virtue of this Entry Permit, in any way or for any purpose, be deemed to have become a partner of each other in the conduct of their respective business or otherwise or joint venturer. In addition, by virtue of this Entry Permit, there shall not be deemed to have occurred a merger of any joint enterprise between Owner and Permittee,

9.12 Confidentiality. Permittee agrees to keep in strictest confidence all analyses, compilations, data, studies, sales data, projections, reports, surveys, records, books, documents DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
and other information provided to, prepared by or obtained by Permittee or the Permittee's Representatives regarding the Authorized Entry Area (" Confidential Information"). Permittee shall not disclose, publish or reveal to any person any information contained in or relating to the Confidential Information or any other facts with respect to Permittee's Work regarding the Authorized Entry Area, except to the extent specifically required by law and then only with prior written notice to Owner as provided below If Permittee becomes legally compelled to disclose any of the Confidential Information, Permittee shall use commercially reasonable efforts to provide Owner with prompt written notice at least five ( 5) business days prior to disclosing any Confidential Information so that Owner may seek a protective order or other appropriate remedy.

Permittee will furnish only that portion of the Confidential Information which is legally required and will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so furnished. Permittee agrees that Owner shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Confidentiality Agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Confidentiality Agreement but shall be in addition to all other remedies available at law or in equity. Notwithstanding the foregoing, Permittee shall incur no liability for the disclosure of Confidential Information ( a) that is already known to Permittee, b) that is, or hereafter becomes, part of the public domain other than through a breach by Permittee of its obligations in this paragraph, ( c) that Permittee receives from a third party who is not under the confidentiality obligations contained in this paragraph, ( d) in connection with litigation including in response to subpoena in litigation, subject to the above obligation to notify Owner above, or (g) as otherwise required by law. Each of the covenants and obligations of this Section shall survive the termination of this Entry Permit for six (6) months.

9.13 Pre-Existing Conditions. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be deemed to impose liability on Permittee for merely discovering the existence of a pre-existing condition that Permittee did not cause, contribute to or exacerbate.

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1
IN WITNESS WHEREOF, the parties have executed this Entry Permit as of the date first above-written.

OWNER"
MILLENIA 2022, LLC,
a Delaware limited liability company
By: Meridian Communities, LLC,
a Delaware limited liability company,
its sole member
By:

Name: Guy Asaro
PERMITEE"

CITY OF CHULA VISTA
By:

Name:

Title:

Approved as to Form:

By:

Name:

Title: City Attorney
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1

EXHIBIT A
Legal Description of Owner' s Property
That certain real property located in the City of Chula Vista, County of San Diego, State of California and more particularly described as follows:

PARCEL 1 OF PARCEL MAP NO. 22000 LOCATED IN CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON 2/22/2023.

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1

EXHIBIT B
Legal Description of Permittee' s Property
That certain real property located in the City of Chula Vista, County of San Diego, State of California and more particularly described as follows:

LOT 7 OF CHULA VISTA TRACT NO. 09-03, OTAY RANCH MILLENIA PHASE 2 (EASTERN

URBAN CENTER), IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16081, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 28, 2015.

DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F 11581495.1

EXHIBIT C
Authorized Entry Area

TO BE AGREED UPON AND ATTACHED BY THE PARTIES
PRIOR TO EXECUTION AND DELIVERY OF THIS AGREEMENT]
DocuSign Envelope ID: EEC5EFA8- BF5C- 4C27-8DA4-93744275E39F