AGENDA REPORT — Tustin City Council, October 6, 2026 (part 2 of 4)

City of Tustin/Confluent Development
Disposition & Development Agreement
ATTACHMENT 2B

MAP SHOWING DEVELOPMENT PARCEL AND ITS LOCATION
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A

PROPERTY LINE
& RIGHT OF WAY

PROPERTY LINE
& RIGHT OF WAY
JOHN JOHNSON WAY WARNER AVENUE ℄ ARMSTRONG AVENUE ℄ ℄ ℄ VETERANS WAY DESIGNED BY: DRAWN BY: PROJECT NO. DATE: REVIEWED BY: CK BY DATE NO. REVISION FIRST SUBMITTAL DATE: SHEET NO. Save Date: Plot Date: 7/8/2026 3:00 PM 7/8/2026 3:20 PM By: Juta P:\C\CONFCDMS0012\0400CAD\EXHIBITS\2026-07-07 Tustin Development Agreement Exhibits For Confluent\Reference\EXHIBIT B-CONFCDMS0012 - Copy.dwg Justin Tat By: File:

CHECKED BY: ® 17542 E. 17th Street Suite 150 Tustin, CA 92780 714.665.4500 SCALE
( FEET )
1 INCH = 100 FT.
100 100 200 50 0
SITE . 5
55 DYER RD BARRANCA PKWY RED HILL AVE

EDINGER AVE EDINGER AVE TUSTIN RANCH RD VON KARMA AVE WARNER AVE ARMSTRONG AVE VETERANS WAY 261 405 WARNER AVE SAN DIEGO FRWY JAMBOREE RD COSTA MESA FRWY SANTA ANA FRWY EASTERN TRANSPORTATION CORRIDOR

VICINITY MAP
N.T.S.

EXHIBIT B - PROPERTY MAP & VICINITY MAP
07/08/2026 CONFCDMS-0012 1 ATTACHMENT 2B OF 1 MAP SHOWING DEVELOPMENT PARCEL AND ITS LOCATION Attachment 2B

Page 2 of 2 ends

City of Tustin/Confluent Development
Disposition and Development Agreement
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA 10.01.26 (HM).docx Attachment 3 City of Tustin/Confluent Development Portion of Disposition Area 8
ATTACHMENT 3

SITE PLAN
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A

SS SS SS

SS SS SS
DW DW
SS SS

DW DW DW DW
SS

DW SS SS DW DW RW DW RW RW DW DW DW DW DW DW DW
SS SS SS SS SS SS SS SS DW 8"W 12"W 12"W SS SS SS SS SS SS SS SS SS DW DW DW DW DW DW DW DW E E E E E E E EX EX EX SL E JT

JT E E E EX EX EX EX EJT JT E E JT JT TEL TEL TEL TEL

ST C C E E E E E E

ST ST IRR IRR IRR IRR

IRR IRR IRR J PROPERTY LINE
& RIGHT OF WAY

PROPERTY LINE
& RIGHT OF WAY

JOHN JOHNSON WAY WARNER AVENUE VETERANS WAYASSISTED LIVING /

MEMORY CARE

BUILDING ARMSTRONG AVENUE

ACTIVE ADULT BUILDING

FUTURE PARCEL LINE
DESIGNED BY: DRAWN BY: PROJECT NO. DATE: REVIEWED BY: CK BY DATE NO. REVISION FIRST SUBMITTAL DATE: SHEET NO. Save Date: Plot Date: 8/3/2026 3:15 PM 8/3/2026 3:19 PM By: Juta P:\C\CONFCDMS0012\0400CAD\EXHIBITS\2026-07-07 Tustin Development Agreement Exhibits For Confluent\Reference\EXHIBIT E-CONFCDMS0012.dwg Justin Tat By: File:

CHECKED BY: ® 17542 E. 17th Street Suite 150 Tustin, CA 92780 714.665.4500 SCALE
( FEET )
1 INCH = 80 FT.
80 80 160 40 0
EXHIBIT E - SITE PLAN CLEARWATER AT TUSTIN LEGACY TENTATIVE PARCEL MAP 2025-151 M.M. 990/25-33 TUSTIN, CA 92606 07/08/2026 CONFCDMS-0012 1 OF 1 ATTACHMENT 3

SITE PLAN

ACTIVE ADULT REAL PROPERTY
AL/MC
REAL
PROPERTY ATTACHMENT 3 City of Tustin/Confluent Development Disposition and Development Agreement
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA 10.01.26 (HM).docx Attachment 4 City of Tustin/Confluent Development Portion of Disposition Area 8
ATTACHMENT 4

TITLE COMMITMENT
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Copyright 2006-2016 American Land Title Association. All rights reserved.

The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

Form 50003700 (8-23-18) Page 1 of 12 ALTA Commitment for Title Insurance (8-1-16) California
Commitment
ALTA Commitment for Title Insurance

ISSUED BY
First American Title Insurance Company
File No: NCS-1146469-SA1

COMMITMENT FOR TITLE INSURANCE
Issued By
NOTICE
IMPORTANT-READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT.

THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE

COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE

PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED.

THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE

COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER PERSON.

COMMITMENT TO ISSUE POLICY
Subject to the Notice; Schedule B, Part I-Requirements; Schedule B, Part II-Exceptions; and the Commitment Conditions, , a Nebraska Corporation (the "Company"), commits to issue the Policy according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured.

If all of the Schedule B, Part I-Requirements have not been met within six months after the Commitment Date, this Commitment terminates and the Company's liability and obligation end.

If this jacket was created electronically, it constitutes an original document.

ATTACHMENT 4
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Copyright 2006-2016 American Land Title Association. All rights reserved.

Form 50003700 (8-23-18) Page 2 of 12 ALTA Commitment for Title Insurance (8-1-16) California

COMMITMENT CONDITIONS

1. DEFINITIONS
(a) “Knowledge” or “Known”: Actual or imputed knowledge, but not constructive notice imparted by the Public Records. (b) “Land”: The land described in Schedule A and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is to be insured by the Policy. (c) “Mortgage”: A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized by law.
(d) “Policy”: Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by the Company pursuant to this Commitment.
(e) “Proposed Insured”: Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment.
(f) “Proposed Policy Amount”: Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be issued pursuant to this Commitment.
(g) “Public Records”: Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. (h) “Title”: The estate or interest described in Schedule A.

2. If all of the Schedule B, Part I—Requirements have not been met within the time period specified in the Commitment to Issue Policy, this Commitment terminates and the Company’s liability and obligation end.

3. The Company’s liability and obligation is limited by and this Commitment is not valid without:
(a) the Notice;
(b) the Commitment to Issue Policy;
(c) the Commitment Conditions;
(d) Schedule A;
(e) Schedule B, Part I—Requirements; and
(f) Schedule B, Part II—Exceptions.

4. COMPANY’S RIGHT TO AMEND
The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by Commitment Condition 5. The Company shall not be liable for any other amendment to this Commitment.

5. LIMITATIONS OF LIABILITY
(a) The Company’s liability under Commitment Condition 4 is limited to the Proposed Insured’s actual expense incurred in the interval between the Company’s delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment, resulting from the Proposed Insured’s good faith reliance to:
(i) comply with the Schedule B, Part I—Requirements;
(ii) eliminate, with the Company’s written consent, any Schedule B, Part II—Exceptions; or (iii) acquire the Title or create the Mortgage covered by this Commitment. (b) The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had Knowledge of the matter and did not notify the Company about it in writing. (c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured. (d) The Company’s liability shall not exceed the lesser of the Proposed Insured’s actual expense incurred in good faith and described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount. (e) The Company shall not be liable for the content of the Transaction Identification Data, if any. (f) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B, Part I—Requirements have been met to the satisfaction of the Company. (g) In any event, the Company’s liability is limited by the terms and provisions of the Policy.

Form 50003700 (8-23-18) Page 3 of 12 ALTA Commitment for Title Insurance (8-1-16) California

6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT (a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment. (b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment. (c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment. (d) The deletion or modification of any Schedule B, Part II—Exception does not constitute an agreement or obligation to provide coverage beyond the terms and provisions of this Commitment or the Policy. (e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the Company.
(f) When the Policy is issued, all liability and obligation under this Commitment will end and the Company’s only liability will be under the Policy.

7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT The issuing agent is the Company’s agent only for the limited purpose of issuing title insurance commitments and policies. The issuing agent is not the Company’s agent for the purpose of providing closing or settlement services.

8. PRO-FORMA POLICY
The Company may provide, at the request of a Proposed Insured, a pro-forma policy illustrating the coverage that the Company may provide. A pro-forma policy neither reflects the status of Title at the time that the pro-forma policy is delivered to a Proposed Insured, nor is it a commitment to insure.

9. ARBITRATION
Arbitration provision intentionally removed.

Form 50003700 (8-23-18) Page 4 of 12 ALTA Commitment for Title Insurance (8-1-16) California
Schedule A
ALTA Commitment for Title Insurance

ISSUED BY
First American Title Insurance Company
File No: NCS-1146469-SA1
Issuing Agent: First American Title Insurance Company National Commercial Services
Issuing Office: 18500 Von Karman Ave, Suite 600,
Irvine, CA 92612
Commitment No.: NCS-1146469-SA1 Issuing Office File No.: NCS-1146469-SA1 Property Address: Vacant, Tustin, Orange CA Escrow Officer/Assistant: Lani Evanoff/Alexandra Kenney
Reference No.: APN 430-481-12 Orange County, CA Phone: (949)885-2448/(949)299-4959 Revision No.: 07 Email: [email protected]/[email protected] Title Officer/Assistant: Jeffery Paschal/Joel Sotto
Phone: (949)885-2481/(949)885-2435
Email: [email protected]/[email protected]

SCHEDULE A

1. Commitment Date: May 21, 2026 at 7:30 AM

2. Policy to be issued:
(a)  ALTA® Standard Owner's Policy
Proposed Insured: To Be Determined
Proposed Policy Amount: $ To Be Determined
(b)  ALTA® Extended Loan Policy
Proposed Insured: To Be Determined
Proposed Policy Amount: $ To Be Determined
(c)  ALTA® Policy
Proposed Insured:

Proposed Policy Amount: $

3. The estate or interest in the Land described or referred to in this Commitment is Fee Simple

4. The Title is, at the Commitment Date, vested in:

The City of Tustin, California, a municipal corporation

5. The Land is described as follows:

See Exhibit "A" attached hereto and made a part hereof
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Copyright 2006-2016 American Land Title Association. All rights reserved.

Form 50003700 (8-23-18) Page 5 of 12 ALTA Commitment for Title Insurance (8-1-16) California
Schedule BI & BII
ALTA Commitment for Title Insurance

ISSUED BY
First American Title Insurance Company
File No: NCS-1146469-SA1
Commitment No.: NCS-1146469-SA1

SCHEDULE B, PART I
Requirements
All of the following Requirements must be met:

A. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions.

B. Pay the agreed amount for the estate or interest to be insured.

C. Pay the premiums, fees, and charges for the Policy to the Company.

D. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records.

E. Releases(s) or Reconveyance(s) of Item(s): None
F. Other: None
G. You must give us the following information:
a. Any off record leases, surveys, etc.
b. Statement(s) of Identity, all parties.
c. Other: None
The following additional requirements, as indicated by "X", must be met:
[X] H. Provide information regarding any off-record matters, which may include, but are not limited to: leases, recent works of improvement, or commitment statements in effect under the Environmental Responsibility Acceptance Act, Civil Code Section 850, et seq.

The Company's Owner's Affidavit form (as provided by the company) must be completed and submitted prior to close in order to satisfy this requirement. This Commitment will then be subject to such further exceptions and/or requirements as may be deemed necessary.
[X] I. An ALTA/NSPS survey of recent date, which complies with the current minimum standard detail requirements for ALTA/NSPS land title surveys, must be submitted to the Company for review. This Commitment will then be subject to such further exceptions and/or requirements as may be deemed necessary.

Form 50003700 (8-23-18) Page 6 of 12 ALTA Commitment for Title Insurance (8-1-16) California
[] J. The following LLC documentation is required from:
(i) a copy of the Articles of Organization
(ii) a copy of the Operating Agreement, if applicable
(iii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct Business within the State
(iv) express Company Consent to the current transaction [] K. The following partnership documentation is required :
(i) a copy of the partnership agreement, including all applicable amendments thereto (ii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct Business within the State
(iii) express Partnership Consent to the current transaction [] L. The following corporation documentation is required:
(i) a copy of the Articles of Incorporation
(ii) a copy of the Bylaws, including all applicable Amendments thereto (iii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct Business within the State
(iv) express Corporate Resolution consenting to the current transaction [] M. Based upon the Company's review of that certain partnership/operating agreement dated Not disclosed for the proposed insured herein, the following requirements must be met:

Any further amendments to said agreement must be submitted to the Company, together with an affidavit from one of the general partners or members stating that it is a true copy, that said partnership or limited liability company is in full force and effect, and that there have been no further amendments to the agreement. This Commitment will then be subject to such further requirements as may be deemed necessary.

[] N. A copy of the complete lease, as referenced in Schedule A, #3 herein, together with any amendments and/or assignments thereto, must be submitted to the Company for review, along with an affidavit executed by the present lessee stating that it is a true copy, that the lease is in full force and effect, and that there have been no further amendments to the lease. This Commitment will then be subject to such further requirements as may be deemed necessary.

[X] O. Approval from the Company's Underwriting Department must be obtained for issuance of the policy contemplated herein and any endorsements requested thereunder. This Commitment will then be subject to such further requirements as may be required to obtain such approval.

[] P. Potential additional requirements, if ALTA Extended coverage is contemplated hereunder, and work on the land has commenced prior to close, some or all of the following requirements, and any other requirements which may be deemed necessary, may need to be met:

[] Q. The Company's "Indemnity Agreement I" must be executed by the appropriate parties.

Form 50003700 (8-23-18) Page 7 of 12 ALTA Commitment for Title Insurance (8-1-16) California
[] R. Financial statements from the appropriate parties must be submitted to the Company for review.

[] S. A copy of the construction contract must be submitted to the Company for review.

[] T. An inspection of the Land must be performed by the Company for verification of the phase of construction.

[] U. The Company's "Mechanic's Lien Risk Addendum" form must be completed by a Company employee, based upon information furnished by the appropriate parties involved.

Form 50003700 (8-23-18) Page 8 of 12 ALTA Commitment for Title Insurance (8-1-16) California
Schedule BI & BII (Cont.)
ALTA Commitment for Title Insurance

ISSUED BY
First American Title Insurance Company
File No: NCS-1146469-SA1
Commitment No.: NCS-1146469-SA1

SCHEDULE B, PART II
Exceptions

THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION

CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE

SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW

BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN.

The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company:

1. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I-Requirements are met.

2. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

3. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

4. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

5. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records.

6. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.

7. General and special taxes and assessments for the fiscal year 2026-2027, a lien not yet due or payable.

8. General and special taxes and assessments for the fiscal year 2025-2026 are exempt. If the exempt status is terminated an additional tax may be levied. A.P. No.: 430-481-12.

Form 50003700 (8-23-18) Page 9 of 12 ALTA Commitment for Title Insurance (8-1-16) California

9. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 13-01, as disclosed by Notice of Special Tax Lien recorded May 16, 2013 as Instrument No. 2013000296640 of Official Records.

10. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 15-2, as disclosed by Notice of Special Tax Lien recorded November 18, 2015 as Instrument No. 2015000594036 of Official Records.

11. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2018-01, as disclosed by Notice of Special Tax Lien recorded February 17, 2021 as Instrument No. 2021000112117 of Official Records.

12. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

13. The terms and provisions contained in the document entitled "Short Form Notice of Agreement" recorded May 14, 2002 as Instrument No. 20020404589 of Official Records.

14. Easements, Covenants and Conditions contained in the Deed from The United States of America, as Grantor, to The City of Tustin, California, as Grantee, recorded May 14, 2002 as Instrument No. 20020404594 of Official Records. Reference being made to the document for full particulars.

Document re-recorded April 09, 2003 as Instrument No. 2003000392129 of Official Records.

15. The fact that the land lies within the boundaries of the MCAS Tustin Redevelopment Project Area, as disclosed by the document recorded June 18, 2003 as Instrument No. 2003000710836 of Official Records.

16. This item has been intentionally deleted.

17. Covenants, conditions, restrictions and easements in the document recorded October 04, 2006 as Instrument No. 2006000661919 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

18. The terms and provisions contained in the document entitled "Notice of Delinquency and Claim of Lien" recorded April 06, 2010 as Instrument No. 2010000160007 of Official Records.

19. An easement shown or dedicated on the map of Tract No. 18197 recorded December 10, 2020 and on file in Book 990, Page 25-33, of Tract Maps.

For: Public street and public utility purposes: Armstrong Avenue, Warner Avenue, Legacy Road, Airship Avenue, Flight Way, Helber Way, Veterans Way, Compass Avenue, Swaim Way, John Hohnson Way and Peebler Way and incidental purposes.

20. Water rights, claims or title to water, whether or not shown by the Public Records.

Form 50003700 (8-23-18) Page 10 of 12 ALTA Commitment for Title Insurance (8-1-16) California

21. An ALTA/NSPS survey of recent date which complies with the current minimum standard detail requirements for ALTA/NSPS land title surveys.

22. Any facts, rights, interests or claims which would be disclosed by a correct ALTA/NSPS survey.

23. Rights of parties in possession.

Form 50003700 (8-23-18) Page 11 of 12 ALTA Commitment for Title Insurance (8-1-16) California

INFORMATIONAL NOTES
ALERT - CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of recording on certain transactions effective January 1, 2018. Please contact your First American Title representative for more information on how this may affect your closing.

1. The property covered by this report is vacant land.

2. According to the public records, there has been no conveyance of the land within a period of twentyfour months prior to the date of this report, except as follows:

None

3. This preliminary report/commitment was prepared based upon an application for a policy of title insurance that identified land by street address or assessor's parcel number only. It is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that is to be described in the policy or policies to be issued.

The map attached, if any, may or may not be a survey of the land depicted thereon. First American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of this Commitment or the Policy, if any, to which the map is attached.

Form 50003700 (8-23-18) Page 12 of 12 ALTA Commitment for Title Insurance (8-1-16) California
Exhibit A

ISSUED BY
First American Title Insurance Company
File No: NCS-1146469-SA1
File No.: NCS-1146469-SA1
The Land referred to herein below is situated in the City of Tustin, County of Orange, State of California, and is described as follows:

LOT 14, INCLUSIVE OF TRACT NO. 18197 AS SHOWN ON A MAP FILED IN BOOK 990, PAGES 25 THROUGH 33, INCLUSIVE OF TRACT MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

For conveyancing purposes only: APN 430-481-12
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 5 City Estoppel

9.27.26 (HM).docx
Attachment 5
1 City of Tustin/Confluent Dev.

Portion of Disp. Area 8
ATTACHMENT 5A

FORM OF CITY ESTOPPEL
[Date]
[Transferee]
[Address]_________________
Attn: ____________
Re: [Developer/Development Name]
Ladies and Gentlemen:

The undersigned is writing this letter to you (“Transferee”) regarding that certain residential development project (“Project”) that {[has been] [may be]} constructed on the land legally described on Exhibit A attached hereto and incorporated herein by this reference (“Real Property”).

The City of Tustin, a municipal corporation of the State of California (“City”), and Tustin Legacy Acquisition LLC, a Delaware limited liability company (“Developer”), entered into that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8, dated as of _____________, 20__ {if amended, insert relevant amendment information} (“DDA”), relating to the conveyance of the Real Property by the City to Developer and the subsequent development thereon of the Project, all as more particularly set forth therein [{POSTCLOSING:} and in the executed agreements listed below]. All initially capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the DDA. [{If Property has been conveyed} The City has conveyed the Real Property to Developer pursuant to Quitclaim Deed for Portion of Disposition Area 8 and Covenants, Conditions and Restrictions, Including Environmental Restriction Pursuant to Civil Code Section 1471 (“Quitclaim Deed”) with respect to the Real Property dated ________________, 20__ recorded in the in the Office of the County Recorder, Orange County, California (“Official Records”) on _____________, 20__ as Instrument No. _______________, pursuant to which the City conveyed to Developer the fee title to the Real Property, subject to certain restrictions and limitations set forth in the Quitclaim Deed.]
[{If Property has been conveyed or any of the following have been executed:} The City has executed the following documents (each executed or acknowledged and accepted by Developer) that were recorded against the Real Property prior to conveyance to Developer:

1. Surplus Land Act Covenant (per Government Code Section 54233 (“SLA Covenant”) dated _____________, 20__, which was recorded in the Official Records against the Real Property on _____________, 20)_ as Instrument No. __________;
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 5 City Estoppel

9.27.26 (HM).docx
Attachment 5
2 City of Tustin/Confluent Dev.

Portion of Disp. Area 8

2. Declaration of Affordable Housing Restrictive Covenants and Regulatory Agreement {if amended, insert relevant amendment information} (“Affordable Housing Declaration”) dated _______________, 20__ and recorded in the Official Records against the Real Property and certain additional property on _______________, 20__ as Instrument No. _______________ {If amended, insert relevant amendment information}; and

3. Declaration of Special Restrictions for Portion of Disposition Area 8 {if amended, insert relevant amendment information} (“Special Restrictions”), dated _____________, 20__, recorded in the Official Records against the Real Property on _____________, 20__ as Instrument No. __________, [INSERT OTHER AGREEMENTS AS APPLICABLE]
And the following agreements entered into by City and Developer:

1. Development Agreement (“DA”) dated ___________, 20__, which was recorded in the Official Records against the Real Property and certain additional property on ________________, 20)_ as Instrument No. __________ {If amended, insert relevant amendment information};

2. Memorandum of Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8 (“Memorandum of DDA”), dated _____________, 20__, which was recorded in the Official Records against the Real Property on _____________, 20)_ as Instrument No. __________, and provided record notice of the DDA {If amended, insert relevant amendment information};

3. Landscape Installation and Maintenance Agreement (“Landscape Installation and Maintenance Agreement”) dated _______________, 20__ and recorded in the Official Records against the Real Property and certain additional property on _______________, 20__ as Instrument No. _______________. {If amended, insert relevant amendment information.};

4. Access Easement Agreement dated _______________, 20__ and recorded in the Official Records against the Real Property on _______________, 20__ as Instrument No. _______________ (“Access Easement Agreement”); and

5. Bioswale and Utility Easement Agreement dated _______________, 20__ and recorded in the Official Records against the Real Property on _______________, 20__ as Instrument No. _______________ (“Bioswale Easement”)
The DDA, the SLA Covenant, the Affordable Housing Declaration, the Special Restrictions, the DA, the Memorandum of DDA, the Quitclaim Deed, the Landscape Installation and Maintenance Agreement, the Access Easement Agreement and the Bioswale Easement {if applicable insert other agreements listed above} are collectively referred to herein as the Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 5 City Estoppel

9.27.26 (HM).docx
Attachment 5
3 City of Tustin/Confluent Dev.

Portion of Disp. Area 8
“Property Documents.”] and each of Property Documents contains, among other matters, certain requirements regarding the use and maintenance of the Real Property and each, other than the Memorandum of DDA and DA, sets forth certain provisions of the DDA which survive the issuance of a Certificate of Compliance with respect to the Project.

You have informed the undersigned City that Developer intends to Transfer its interest in the Transferable Interests or a direct or indirect interest therein to Transferee on or around the date of this letter (“Transaction”).

By its execution of this letter, the City hereby confirms to Transferee that:

1. Except as set forth on Schedule 1 to this letter, the Property Documents are in full force and effect and have not been modified, supplemented or amended, whether orally or in writing, and have not been assigned or otherwise transferred by the City to any other person or entity.

2. To City’s Knowledge, except as set forth on Schedule 2 to this letter: (a) there are no defaults of Developer (including, without limitation, any Potential Defaults or Material Defaults) under the DDA or any defaults under the Property Documents nor any facts which now, or after the giving of notice or the passage of time, or both, would constitute a default (including, without limitation, a Potential Default or Material Default) under the DDA or a default under any of the Property Documents or which would entitle the City to exercise any of its rights or remedies under any of the Property Documents, including, without limitation, its Right of Reversion or Right of Purchase pursuant to the DDA; and (b) the City has no current claim of breach, counterclaim, lien or offset presently existing under any of the Property Documents.

The undersigned acknowledges that Transferee may rely upon this letter in entering into the proposed Transaction. This letter is written in connection only with the proposed Transaction and may be relied upon only by Transferee as to the matters addressed herein. This letter may not be relied upon by any other party or for any other purpose without the express written consent of the City. This letter shall be binding upon the City and its successors and assigns. In no event shall the individual executing this letter on behalf of the City or any of the City Representatives have any personal liability hereunder.
{Remainder of page is blank; signatures on following page} Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 5 City Estoppel

9.27.26 (HM).docx
Attachment 5
S-1
City of Tustin/Confluent Dev.

Portion of Disp. Area 8

CITY OF TUSTIN
Dated: ________, 20__ By:

Aldo E. Schindler, City Manager
ATTEST:

By:

Erica S. Yasuda
City Clerk
APPROVED AS TO FORM:

By:_________________________
Name: David Kendig
City Attorney
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 5 City Estoppel

9.27.26 (HM).docx
Attachment 5
Exhibit A
City of Tustin/ Confluent Dev.

Portion of Disp. Area 8

EXHIBIT A

LEGAL DESCRIPTION OF REAL PROPERTY
[see attached]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 5 City Estoppel

9.27.26 (HM).docx
Attachment 5
Schedule 1
City of Tustin/ Confluent Dev.

Portion of Disp. Area 8
SCHEDULE 1

MODIFICATIONS, SUPPLEMENTS OR AMENDMENTS

TO PROPERTY DOCUMENTS
[enter “None” if there are no qualifications]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 5 City Estoppel

9.27.26 (HM).docx
Attachment 5A
Schedule 2
City of Tustin/ Confluent Dev.

Portion of Disp. Area 8
SCHEDULE 2

QUALIFICATIONS TO MATTERS CONFIRMED IN ESTOPPEL
[enter “None” if there are no qualifications]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 6

8.29.26 (HM)
Attachment 6 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 6

INTENTIONALLY OMITTED
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Conf DDA Att 7 Schedule of Perf

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Attachment 7
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 7

SCHEDULE OF PERFORMANCE
Note: References herein made to “DDA” shall mean the Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8 of which this Attachment is a part.

Except as otherwise noted, all capitalized terms within the DDA and the Attachments shall retain the meaning as defined in the DDA. Any dates identified in this attachment are intended to reflect the provisions of the DDA. For purposes of determining any Potential Default or Material Default, Section 14 of the DDA shall apply. In addition, to the extent any of the terms and provisions of this Attachment are inconsistent with or otherwise are in conflict with the terms and provisions of the DDA or the Other Agreements, the DDA or Other Agreements, as applicable, shall control.

If authorized pursuant to the terms of the DDA, the dates and time periods set forth in this Schedule of Performance may be extended by Force Majeure Delay.

DDA
Section
Item Action Responsible
Party

1. CONVEYANCE OF PROPERTY FROM CITY TO DEVELOPER
A 4.3.1;

4.4 Payment of
Purchase Price
Deposit, City
Costs Deposit
and Delivery of
DDA, Insurance
Binders and
Other
Documents by
Developer
Within five (5) Business Days after
approval by City Council of the DDA.

Developer
B 6.3 Supplemental
Title Reports
Within ten (10) calendar days after
Developer’s receipt of any report issued
by the Title Company concerning the Real
Property (a “Supplemental Title
Report”), Developer shall cause to be
provided to the City a copy of such
Supplemental Title Report and shall
specify in writing Developer’s
disapproval of any item or exception
shown on such Supplemental Title Report
not previously included in the Preliminary
Report and that is not acceptable to
Developer with suggested cure
information.

Developer
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Conf DDA Att 7 Schedule of Perf

8.27.26 (HM)-c
Attachment 7
2 City of Tustin/Confluent Development
Portion of Disposition Area 8
DDA
Section
Item Action Responsible
Party
Failure of Developer to disapprove any
item or exception shown on any such
Supplemental Title Report on or before
the expiration of such ten (10) calendar
day period shall be deemed to be an
approval of the matters set forth in such
Supplemental Title Report.

C 6.3 Supplemental
Title Report
If the City fails to notify Developer of the
City’s election to remove or cure such
Disapproved Exception within ten (10)
Business Days after the City’s receipt of
Developer’s notice of disapproval, the
City shall be deemed to have elected not
to cure such Disapproved Exception.

City
D 6.3 Election to
Terminate
Escrow
Notification by Developer to City five (5)
Business Days after the City’s election or
deemed election not to cure an exception
whether Developer elects to terminate
Escrow or continue to Closing, provided
that Developer’s failure to provide the
City within said five (5) Business Days
with written notice of either Developer’s
acceptance of such Disapproved
Exception or Developer’s election to
terminate shall constitute Developer’s
election to terminate Escrow.

Developer
E 8.7.3.6 CFD 18-01 Zone
5 The City will provide Developer with the
opportunity to review and provide input
on all documents and budgets relating to
the formation of CFD 18-01 Zone 5,
annexation of the Real Property into CFD
18-01 Zone 5 and adoption of the RMA at
least thirty (30) Business Days prior to the
date on which the formation, annexation
and RMA documents are expected to be
submitted for the agenda package related
to the formation of CFD 18-01 Zone 5 and
adoption of the RMA by the City Council.

City
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Conf DDA Att 7 Schedule of Perf

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Attachment 7
3 City of Tustin/Confluent Development
Portion of Disposition Area 8
DDA
Section
Item Action Responsible
Party
F 4.3.3,

7.2.2.1 Deposit into
Escrow of
Developer
Closing Payment
and other costs
payable by
Developer at
Close of Escrow
Not later than one (1) Business Day prior
to Close of Escrow.

Developer
G 7.2.1.1.
and

7.2.2.2 Document
Deliveries by
City and
Developer
Not later than two (2) Business Days prior
to Close of Escrow, each Party shall have
executed and delivered to Escrow Holder
the documents specified in the respective
Sections.

Developer
City
H 7.3,

7.4.5 Statement of
Costs; Prorations
Escrow Holder shall have delivered at
least seven (7) Business Days prior to the
Close of Escrow a statement of costs to
each Party and at least two (2) Business
Days prior to the Close of Escrow each of
the Parties shall have approved such
statement as being consistent with the
provisions of Section 7.4 and
A copy of the schedule of prorations as
agreed upon by Developer and the City
shall be delivered to Escrow Holder at
least three (3) Business Days prior to the
Close of Escrow.

Escrow
Holder, City
and
Developer
I 7.1.1 Close of Escrow Twenty (20) Business Days following the satisfaction or waiver by Developer of the
Developer Closing Conditions set forth in
Sections 7.2.1. and satisfaction or waiver
by the City of the City Closing Conditions
set forth in Sections 7.2.2, subject to the
advance notice requirement in Section

7.1.1 and the Outside Closing Date and all
subject to the more specific terms in the
DDA.

City and
Developer
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Conf DDA Att 7 Schedule of Perf

8.27.26 (HM)-c
Attachment 7
4 City of Tustin/Confluent Development
Portion of Disposition Area 8
DDA
Section
Item Action Responsible
Party
J 7.1,2,

7.1.3,

15.1.1 Outside Closing
Date
December 23, 2026, subject to extensions
pursuant to Sections 7.1.2, 7.1.3 and

15.1.1. City and
Developer
K 7.2.1.1
and

7.2.2.2 Delivery of
Closing
Documents
Not later than two (2) Business Days prior
to the Close of Escrow.

L 7.4.5 Prorations
Following
Closing
Any prorations not determined or not
agreed upon as of the Close of Escrow
shall be paid by Developer to the City, or
by the City to Developer, as the case may
be, in cash as soon as practicable
following the Close of Escrow, but in no
event later than sixty (60) calendar days
after the Close of Escrow.

Developer
and City
M 14.3.1 Failure to Close
Escrow and
Termination of
DDA
Within five (5) Business Days following a
termination of the DDA occurring prior to
the Close of Escrow, Developer shall use
commercially reasonable efforts to return
to the City all written Due Diligence
Information in Developer’s possession.

Developer’s obligation to return Due
Diligence Information to the City is
without representation or warranty of any
kind by Developer.

Developer

2. MAPPING, GRADING, INFRASTRUCTURE, UTILITIES, BUILDING PERMITS A 7.2.1.4;

7.2.2.3 Pre-Closing
Entitlements
Approval
Prior to Close of Escrow, all Pre-Closing
Entitlements shall have been approved by
the City.

Developer
B 8.8.2 Horizontal
Improvements
plans (other than
Landscape
Improvements)
submitted for
approval by City
Not later than thirty (30) calendar days
after Effective Date of DDA but in all
events prior and as a condition to Close of
Escrow.

Developer
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Conf DDA Att 7 Schedule of Perf

8.27.26 (HM)-c
Attachment 7
5 City of Tustin/Confluent Development
Portion of Disposition Area 8
DDA
Section
Item Action Responsible
Party
C 8.8.2 City issues
Horizontal
Improvement
permits
City shall use good faith efforts to issue
permits within ten (10) Business Days
following: (a) Community Development
Department and Public Works approval of
final grading plans; and (b) Developer’s
(i) payment of all required permit fees,
(ii) delivery of any associated subdivision
bonds or other security, and
(iii) satisfaction of all required conditions
of approval associated with grading and
Horizontal Improvements.

City
D 8.8.3 City issues
building permits
With respect to each building permit
application, City shall use good faith
efforts to issue such permit within ten (10)
Business Days following satisfaction of
all of the following: (a) building division
approval of building plans;
(b) Developer’s payment of all required
fees associated with applicable building
permit; and (c) satisfaction of all required
conditions of approval associated with
applicable building permit.

City

3. DESIGN APPROVAL
A 8.5.5;

8.5.6 Basic Concept
Plan
Modification
Developer shall submit any modifications
to the Basic Concept Plan to City in
writing. The City, in its Proprietary
Capacity only, shall within fifteen (15)
Business Days after the City’s receipt of
such modifications, give written notice of
approval or disapproval to Developer.

Developer shall make changes in response
to the City’s notice of disapproval and
resubmit such Basic Concept Plan to the
City for review and approval in
accordance with the provisions of
Section 8.5.6 (and in such case the City’s
review period shall be ten (10) Business
Days).

Developer
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Conf DDA Att 7 Schedule of Perf

8.27.26 (HM)-c
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6 City of Tustin/Confluent Development
Portion of Disposition Area 8
DDA
Section
Item Action Responsible
Party
B 8.5.3 Submission of
Construction
Design Drawings
Developer shall submit for approval by
the City in its Governmental Capacity, not
later than August 17, 2026, construction
design drawings and related documents
conforming to the requirements of the
City Code, the Specific Plan and all other
Entitlements and conditions of approval.

Developer

4. CONSTRUCTION OF IMPROVEMENTS
A 8.3;

8.8.1 Start of Grading
Work/Horizontal
Improvements
The Grading Work shall commence
within sixty (60) calendar days following
the Close of Escrow.

Developer
B N/A Boundary
Landscape Area
public right-ofway
improvements
inclusive of
sidewalks and
landscaping and
irrigation
The public right-of-way improvements
within the entirety of the Boundary
Landscape Area surrounding the Real
Property shall be completed prior to
issuance of the first certificate of
occupancy.

Developer
C 8.3;

8.8.3 Vertical
Improvements
Commencement
Date
The Vertical Improvements
Commencement Date shall have occurred
by the date that is one hundred eighty
(180) calendar days after Close of Escrow.

Developer
D 8.11.5 Bonding or
Removal of
Construction
Liens
Developer shall, within thirty (30)
Business Days following receipt of notice
thereof, cause to be removed or bonded
against (such bonding to be by the
provision of the bonds satisfying
California statutory requirements) any
Construction Liens.

Developer
E 8.3;

8.8.1;

8.8.2;

8.8.3;

9.1; 9.2
Outside Date
Completion of
Construction
Construction of the Project (including
Horizontal Improvements, Vertical
Improvements and all of the Active Adult
Residential Units and AL/MC Rooms
shall be Completed not later than thirtysix (36) months from the Close of Escrow.

Developer
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 8 Scope of Dev

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Attachment 8
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 8

SCOPE OF DEVELOPMENT
Note: References herein to the “DDA” shall mean the Disposition and Development Agreement of which this Attachment is a part; references to “Attachments” mean the Attachments to the DDA unless otherwise specified. Capitalized terms not otherwise defined in this Attachment have the meaning set forth in the DDA. This Attachment presents the Scope of Development. Additional requirements may be contained in the text of the DDA, the Entitlements and the conditions of approval related thereto, the Basic Concept Plan, the Approved Plans and in the Other Agreements.

In the event of any conflict between the provisions of this Attachment and the Entitlements or the Approved Plans, the Entitlements and Approved Plans, as applicable shall control. In addition, to the extent any of the terms and provisions of this Attachment are inconsistent with or otherwise are in conflict with the terms and provisions of the DDA or the Other Agreements, the DDA or Other Agreements, as applicable, shall control.

1.0 General Information

1.1 The scope of development of the Project is the development of the Active Adult Project (as further described below and in the DDA) which shall be a senior residential rental apartment community project comprised of a residential apartment building containing a total of 172 residential units with 26 of the residential units affordable to lower income households, with five levels and a podium parking garage on the Active Adult Real Property (2.79 acres), and the AL/MC Project (as further described below and in the DDA) which shall be a commercial assisted living project comprised of a commercial assisted living and memory care facility with two levels and a single-level parking garage including up to 103 Rooms consisting of 75 assisted living (AL) Rooms and 28 memory care (MC) Rooms with a total of 134 beds on the AL/MC Real Property (3.35 acres) in Neighborhood D South of the Tustin Legacy Specific Plan area (Planning Areas 13 and 14). The land is currently identified as part of a larger parcel, Lot 14 of Tract 18197. A final parcel map associated with Subdivision 2025-0003 (TPM 2025-151) shall be allowed subject to any conditions of approval as approved by the City Council but is not required. If Developer proceeds with a final parcel map, it will subdivide the Real Property into two Parcels, the Active Adult Real Property (Parcel 1) and the AL/MC Real Property (Parcel 2).

1.2 Improvements on the Active Adult Real Property shall include one residential building, with podium parking structure, recreation facilities, and resident amenities including amenity roof decks, a swimming pool, restroom facilities, pickleball, fitness center, lounge areas, architectural features, lighting, trash facilities, and pedestrian amenities. Additionally, on-site access, circulation, utilities and other infrastructure would be installed, as necessary to serve the proposed uses as shown on the Approved Plans. The residential building on the Active Adult Real Property shall contain deed-restricted Lower Income Units and one manager unit. (which may be included as a deed-restricted Lower Income Unit at the discretion of Developer). Pursuant to State Density Bonus Law, the Project proposes 124 base units plus 48 density bonus units for a total of 172 units. Pursuant to the Surplus Land Act, at least fifteen percent (15%) of the total number of Residential Units actually constructed (e.g., 26 units based on 172 units constructed) would be Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 8 Scope of Dev

9.26.26 (HM).docx
Attachment 8
2 City of Tustin/Confluent Development
Portion of Disposition Area 8
provided as Lower Income Units consistent with the Affordable Housing Declaration. Allowable rents for Lower Income Units would be established consistent with applicable state and federal laws including the Surplus Land Act and State Density Bonus Law (as applicable). The Lower Income Units shall be dispersed throughout the Project and the occupants of those units shall have access to all amenities offered by the Project to occupants of market rate Residential Units. The quality of construction and exterior design of the Lower Income Units shall be comparable to the market rate Residential Units.

1.3 Improvements on the AL/MC Real Property shall be comprised of one commercial two-story building, associated parking facility, recreation facilities and resident amenities such as a community theater, dining areas, salon, gym & wellness center, gardens and lounge areas, architectural features, lighting, trash facilities, and pedestrian amenities. The memory care wing contains purpose-built areas including an activity room, dining area, and communal living room.

Additionally, on-site access, circulation, utilities and other infrastructure would be installed, as necessary to serve the proposed uses as shown on the Approved Plans.

1.4 Landscaping would be provided at the perimeter and throughout the Real Property as described in the Landscape Installation and Maintenance Agreement (Attachment 21 to the DDA) and the Special Restrictions (Attachment 20 to the DDA), respectively. Additionally, onsite access, circulation, utilities and other infrastructure would be installed, as necessary to serve the proposed uses as shown on the Approved Plans.

1.4 The Project is entered from driveways on John Johnson Way and Veterans Way.

The shared driveway from John Johnson Way features an internal roundabout at the center of the site providing resident drop-off and access to on-site parking. The building on the AL/MC Real Property shall share amenities with the adjacent building on the Active Adult Real including a fullservice kitchen, community theater, café and market, and salon. New public sidewalks surrounding the Real Property and internal walkways within the Real Property shall connect to both building entries and the internal roundabout at multiple points. To maintain these shared rights, if the Real Property is later subdivided, then as a condition to any Transfer of a portion of the Real Property, Developer shall cause to be Recorded concurrently with or prior to such Transfer a reciprocal easement agreement or declaration for the benefit of the Owners (and as applicable, residents and other users thereof) of each parcel of the Real Property providing easements for access, use, operation, maintenance, repair and replacement with respect to portions of the shared facilities on any other parcel comprising the Real Property.

2.0 Developer Improvements
As part of the Project, Developer shall construct all of the Horizontal Improvements and Vertical Improvements as required and approved by the City, including without limitation, the City Planning Commission and City Council. The Improvements shall generally consist of the following:

2.1 Vertical Improvements. Developer shall complete the development of the Vertical Improvements to consist of construction and installation of the elements included in the definition of Vertical Improvement in the DDA with design quality and amenities consistent with a High Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 8 Scope of Dev

9.26.26 (HM).docx
Attachment 8
3 City of Tustin/Confluent Development
Portion of Disposition Area 8
Quality Project and with architectural design and project amenities consistent with the Approved Plans. Modifications may occur during the building permit process, subject to prior approval by the City, consistent with DDA Section 8.5.

2.2 Horizontal Improvements. Developer shall be responsible for construction of all Horizontal Improvements. Horizontal Improvements generally include grading, wet and dry utility connections, Private Drives and Sidewalks, walls and fences, landscape and hardscape, irrigation, parkways, and other site amenities and furnishings, and any necessary private and public infrastructure and utilities including, without limitation:
(a) All Grading Work (including any necessary import and/or export) and completion of the Private Drives and Sidewalks as well as the sidewalks within the public right of way as further described and depicted in the Landscape Installation and Maintenance Agreement.
(b) Any drainage improvements needed to convey the drainage from the Active Adult Real Property or AL/MC Real Property, as applicable. (c) Landscape Improvements and landscape, irrigation and/or hardscape improvements including the landscape of Parcels, and within the existing and proposed public right-of-way. Developer and the City shall enter into a Landscape Installation and Maintenance Agreement pursuant to which Developer shall install and maintain all Landscape Improvements (as defined therein) within the Boundary Landscape Area in the locations depicted in the exhibits to Attachment 21 to the DDA. (d) All utilities including connection of all utilities, including but not limited to sewer, domestic and reclaimed water, electrical, gas, telephone, cable and telecommunication service connections from their origin as shown in the Specific Plan, the Approved Plans and/or Irvine Ranch Water District Sub Area Master Plan for Tustin Legacy, the Water Quality Management Plan for the Project and/or as approved by the City and responsible private utility purveyors.

All scope of work for design and construction includes, without limitation, all surveying, rough and precise grading, import and export of dirt as required, asphalt paving, including, without limitation, any necessary overlays, driveways, sidewalks, concrete, curb and gutter, landscaping, irrigation, lighting, all traffic control, striping and signage and other work to construct improvements in accordance with Tustin City standards.

2.3 Compliance with Codes and Conditions. As more particularly described and provided in Sections 8.1.3 and 8.4.2 of the DDA, all Improvements and the design and construction thereof shall conform to all applicable requirements of the Specific Plan, the Approved Plans, the Entitlements including all “Conditions of Approval” adopted therewith or otherwise stipulated by the City of Tustin, the Development Permits, the Tustin City Code, and any other applicable Governmental Requirements of any Governmental Authority. As more particularly described and provided in Section 8.5 of the DDA, all final working drawings, specifications, grading plans, soil reports, landscaping plans, color and finish schedules shall be approved by the City prior to start Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 8 Scope of Dev

9.26.26 (HM).docx
Attachment 8
4 City of Tustin/Confluent Development
Portion of Disposition Area 8
of the construction.

2.4 Compliance with DDA. Developer shall comply with all provisions of the DDA related to the planning, design, construction, maintenance and operation of the Improvements and the development shall be in general conformance with the Site Plan (Attachment 3 to the DDA).

3.0 Development Standards
The Improvements shall be designed and developed as a planned development in which all construction shall have architectural quality and character, consistent with Approved Plans. All open space areas shall be designed, landscaped and developed, consistent with a High Quality Project.

Developer acknowledges the responsibility to obtain any approvals required by any governmental agency, utility or other agency, including the City, which has jurisdiction over all or any portion of the Improvements. All “conditions of approval” stipulated by an applicable jurisdiction shall be incorporated into the final design and noted in the construction documents by the architects, engineers and other consultants.

3.1 Architecture and Project Design. The architectural style of the buildings comprising the Active Adult Vertical Improvements and AL/MC Vertical Improvements is Contemporary Modern with large windows, wrap around corner balconies and projected eaves.

The buildings maximizes the views and private open spaces with use of balconies and ground floor patios and incorporates interior courtyards for private amenities. The exterior building materials are to primarily consist of stucco, Hardie siding and limestone tile, metal trims and metal window frames, and decorative glass balcony railings. Architecture, features, and quality standards shall be consistent with the design contained in the Entitlements and the conditions of approval related thereto, the Basic Concept Plan, the Approved Plans and in the Other Agreements. Quality of the Project Improvements shall be consistent with the Approved Plans.

3.2 Vehicular Access. The placement of vehicular driveways have been coordinated with the needs of proper street traffic flow. In the interest of minimizing traffic congestion, the City will control the number and location of curb breaks for access to the Real Property. Access to the Real Property shall be provided as depicted on the Site Plan attached as Attachment 3 to the DDA and any modifications shall be subject to approval by the City Traffic Engineer.

3.3 Signs. Project signage shall be designed to contribute positively to the environment. Any signs identifying the Project shall be subject to City approval and must conform to provisions of the Specific Plan and/or Tustin City Code, as applicable.

3.4 Screening. All outdoor storage of materials or equipment shall be compatibly screened to the extent and manner required by the Tustin City Code. Rooftop equipment shall be compatibly screened from view from the surrounding streets.

3.5 Landscaping. Developer shall provide (a) landscape, hardscape and irrigation improvements within the Landscape Areas of the Project as required by and subject to the Special Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 8 Scope of Dev

9.26.26 (HM).docx
Attachment 8
5 City of Tustin/Confluent Development
Portion of Disposition Area 8
Restrictions and the Approved Plans, and (b) Landscape Improvements within the Boundary Landscape Areas as depicted on Exhibit C attached to the Landscape Installation and Maintenance Agreement, as required by and subject to the Landscape Installation and Maintenance Agreement.

3.6 Utilities. Unless otherwise approved by the City in the Approved Plans with respect to above grade cabinets, or an exception requested by the applicable utility provider and approved by the City, all utilities on and serving the Real Property shall be undergrounded.

3.7 Maximum Development Thresholds. Development of the Active Adult Project shall not exceed 172 Residential Units (124 base units + 48 density bonus units) and the AL/MC Project shall not exceed 103 Rooms consisting of 75 assisted living (AL) Rooms and 28 memory care (MC) Rooms for a total of 134 beds.

4.0 Demolition.

Demolition activities shall include the following insofar and only to the extent as may be necessary to provide the Project Improvements:
(a) The reduction and removal of any structures and improvements from the Real Property existing as of the Effective Date, including any subsurface structures, and the removal of all, materials, and debris and rubbish resulting from such demolition. (b) The removal of any paving (including catch basins, curbs, gutters, drives and sidewalks) existing as of the Effective Date within or on the Real Property. (c) Coordination of any removal and abandonment by public utility companies of such utility lines, installation, facilities and related equipment existing as of the Effective Date within Real Property required to effectuate the purposes of the Project and this Agreement.

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ATTACHMENT 9

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ATTACHMENT 10

LIST OF ENVIRONMENTAL REPORTS AND STATEMENTS

1. Department of Navy “Final Environmental Baseline Survey” dated March 2001

2. Finding of Suitability to Transfer for Southern Parcels 4-8, 10-12, 14, and 42 and Parcels 25, 26, 30-33, 37, and Portions of 40 and 41 Marine Corps Air Station Tustin, California” dated September 28, 2001.

3. Finding of Suitability for Transfer for Parcels 23, 29, 34, 35, and 36, and Portions of 1, 16, 17, 24, 27, 28, 40 and 41 dated April 22, 2002

4. Agreement Between The United States of America and The City of Tustin, California for the Conveyance of a Portion of the Former Marine Corps Air Station Tustin dated May 13, 2002

5. Quitclaim Deed D and Environmental Restriction Pursuant to California Civil Code Section 1471 dated May 13, 2002

6. Quitclaim Deed G and Environmental Restriction Pursuant to California Civil Code Section 1471 dated May 13, 2002.

7. Geotechnical Report of Observation and Testing during Rough Grading, “Neighborhood D” Phases I and II, Disposition Area 8, 2C and a Portion of 2B, Tustin Legacy, City of Tustin, California dated September 26, 2014.

8. Final Summary Report for Per-and Polyfluoroalkyl Substances Sampling at Operable Unit 3, IRP Site 1, Former Marine Corps Air Station Tustin dated April 2018

9. Final Site Assessment and Soil Removal Action Report Tustin Neighborhood D-South, Areas 1 and 2 Total Petroleum Hydrocarbon Impacts Former Marine Corps Air Station Tustin, Tustin, California dated September 2018.

10. Determination of No Further Action for Petroleum Release at Neighborhood D South at Former Marine Corps Air Station Tustin, Orange County, California dated September 10, 2018.

11. Final Summary Report for PFAS Groundwater Sampling in Carve-Outs 5 and 6 (November 2018)

12. N-D South PFAS Investigation Report (August 2019)

13. N-D South PFAS Investigation Report Appendices

14. Final Summary Report, Additional Assessment of PFAS in Groundwater in Carve-Outs 2, 5, 6 and 9 and near OU-3 (June 2020)
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15. Final Summary Report, Additional Assessment of PFAS in Groundwater in Carve-Outs 2, 5, 6 and 9 and near OU-3 Phase 2 (October 2020)

16. Final Preliminary Assessment/Site Inspection Report Basewide Investigation of Perand Polyfluoroalkyl Substances (December 2021)

17. Revised Final Preliminary Assessment/Site Inspection Report Basewide Investigation of Per- and Polyfluoroalkyl Substances (August 2022)

18. Draft Work Plan Remedial Investigation of Per- and Polyfluoroalkyl Substances (June 2023)

19. Final Work Plan Remedial Investigation of Per- and Polyfluoroalkyl Substances (January 2024)

20. Grading Report for ND South Phase 2 Package 1, including without limitation the rough grade certificates by David Hoopfer, civil engineer for Michael Baker International, as to bridge mounds on October 21, 2024 and January 27, 2026 and Jeremy Beck for Landmark Surveying on January 16, 2026.

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ATTACHMENT 11

FORM OF QUITCLAIM DEED

CITY OF TUSTIN OFFICIAL

BUSINESS REQUEST DOCUMENT

TO BE RECORDED AND TO BE

EXEMPT FROM RECORDING FEES
PER GOVERNMENT CODE §6103
AND §27383.

Recording requested by and when
recorded mail to:

City Manager
The City of Tustin
300 Centennial Way
Tustin, CA 92780
Mail Tax Statements to:

SPACE ABOVE THIS LINE FOR RECORDER’S USE
QUITCLAIM DEED FOR PORTION OF DISPOSITION AREA 8

AND COVENANTS, CONDITIONS AND RESTRICTIONS, INCLUDING
ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471 This Quitclaim Deed for Portion of Disposition Area 8 and Covenants, Conditions and Restrictions, Including Environmental Restriction Pursuant to Civil Code Section 1471 (“Quitclaim Deed”) is made on this ___ day of __________, 20__ (“Quitclaim Deed Effective Date”), by the CITY OF TUSTIN, California a municipal corporation of the State of California (“Grantor”), in favor of ___________________, a ________________ (“Grantee”).

WHEREAS:

A. The United States of America (“Government”) and Grantor entered into that certain Agreement between the United States of America (acting by and through the Secretary of the Navy or designee) and Grantor, for the Conveyance of a Portion of the Former Marine Corps Air Station Tustin (“MCAS Tustin”), dated May 13, 2002 (“Conveyance Agreement”); B. Pursuant to the Conveyance Agreement, the Government, acting by or through the Department of the Navy, conveyed property at the Marine Corps Air Station Tustin (such property, “Grantor Property”) to Grantor pursuant to Quitclaim Deed D and Environmental Restriction Pursuant to Civil Code Section 1471 dated May 13, 2002, that was recorded on May 14, 2002 in the office of the County Clerk Recorder for Orange County, California (“Official Records”) as Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 11 Quitclaim Deed

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Instrument Number 20020404594 (“Government Deed”), which included that certain real property, comprising approximately 6.14 acres of land, more particularly described on Exhibit A attached hereto and incorporated herein by this reference (“Development Parcel”); C. Pursuant to California Civil Code Section 1471, the Government determined that it is reasonably necessary to impose certain restrictions on the use of the Grantor Property to protect present and future human health or safety or the environment as a result of the presence of hazardous materials on portions of the Grantor Property described hereinafter with particularity; D. Grantor and Grantee entered into (1) that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8, dated as of___________, 20___ (“Original DDA”), {if amended, insert relevant amendment information} (as the same may hereafter be {further} amended, modified or supplemented in accordance with its terms, the “DDA”) providing for the sale and development of a portion of the Grantor Property and (2) that certain Memorandum of Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8 (Tustin Legacy) dated as of the effective date of the DDA and recorded in the Official Records immediately prior to the Recording of this Quitclaim Deed (as the same may hereafter be amended, modified or supplemented, “Memorandum of DDA”); E. Grantor has executed the Surplus Land Act Covenant (per Government Code Section 54233) (“SLA Covenant”), the Declaration of Affordable Housing Restrictive Covenants and Regulatory Agreement (“Affordable Housing Declaration”), and the Declaration of Special Restrictions for Portion of Disposition Area 8 (“Special Restrictions”) each consented to by Grantee, each of which shall be recorded in the Official Records immediately prior to the recording of this Quitclaim Deed; and
F. Grantor desires to convey and Grantee desires to acquire the Real Property (as defined below) to facilitate economic redevelopment in accordance with that certain MCAS Tustin Reuse Plan adopted by the City Council of the City on October 17, 1996, and amended in September, 1998, as the same has been subsequently amended (“Reuse Plan”) and approved by the Government for MCAS Tustin.

1. NOW THEREFORE, Grantor, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby remise, release and forever quitclaim to Grantee, all of Grantor’s right, title and interest in and to the “Real Property,” which is comprised of (a) the Development Parcel less and except all of the matters in Section 2 of this Quitclaim Deed, (b) all existing improvements, if any, located on the Real Property as of the Quitclaim Deed Effective Date, (c) all appurtenances pertaining to the Real Property or such improvements, and (d) all permits, licenses, approvals and authorizations issued prior to the Quitclaim Deed Effective Date for development of the Real Property in accordance with the DDA including those development rights for construction of an active adult and assisted living/memory care facility as limited in Section 2.3 of this Quitclaim Deed and governed by the restrictions set forth in the SLA Covenant, the Affordable Housing Declaration and the Special Restrictions.

2. EXCEPTING THEREOUT AND THEREFROM, however, and reserving to Grantor, its successors and assigns, together with the right to grant and transfer all or a portion of the same, the following:

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2.1 Any and all oil, oil rights, minerals, mineral rights, natural gas, natural gas rights and other hydrocarbons by whatsoever name known, geothermal steam and all products derived from any of the foregoing, that may be within or under the Development Parcel together with the perpetual right of drilling, mining, exploring for and storing in and removing the same from the Development Parcel or any other land, including the right to whipstock or directionally drill and mine from lands other than the Development Parcel, oil or gas wells, tunnels and shafts into, through or across the subsurface of the Development Parcel and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to re-drill, re-tunnel, equip, maintain, repair, deepen and operate any such well or mines; but without, however, the right to enter upon or use the surface of the Development Parcel in the exercise of such rights or otherwise adversely affect the use or operation of the Development Parcel as anticipated by the DDA or the structural integrity of any improvements on the Development Parcel; and

2.2 Any and all water, water rights or interests therein appurtenant or relating to the Development Parcel or owned or used by Grantor in connection with or with respect to the Development Parcel no matter how acquired by Grantor, whether such water rights shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated, statutory or contractual, together with the perpetual right and power to explore, drill, re-drill and remove the same from or in the Development Parcel, to store the same beneath the surface of the Development Parcel and to divert or otherwise utilize such water, rights or interests on any other property owned or leased by Grantor; but without, however, the right to enter upon or use the surface of the Development Parcel in the exercise of such rights or otherwise adversely affect the use or operation of the Development Parcel as anticipated by the DDA or the structural integrity of any improvements on the Development Parcel.

2.3 All those excess development rights remaining within Tustin Legacy Specific Plan Neighborhood D, Planning Areas 13 and 14 after deducting (i) from the number of residential units authorized by the Specific Plan, the lesser of (a) 172 age restricted (55 years or older) active adult and independent living facilities (comprised of 124 base units and 48 density bonus units) or (b) the number of such age restricted (55 years or older) active adult and independent living facilities constructed on the Real Property and reflected in any Certificate of Compliance recorded by the City in the Official Records against the Real Property or portion thereof, which excess residential units and development rights retained by Grantor shall be freely transferable by Grantor, and (ii) from the number of rooms and square footage authorized by the Specific Plan for commercial purposes the lesser of (a) 103 assisted living/memory care rooms in up to 147,500 square feet or (b) the number of such assisted living/memory care rooms and square footage constructed on the Real Property and reflected in a Certificate of Compliance recorded by the City in the Official Records against the Real Property or portion thereof, which excess rooms, square footage and development rights retained by Grantor shall be freely transferable by Grantor. Development rights granted by this Quitclaim Deed are restricted to the rights described in this Section 2.3 and the same must be exercised in accordance with the requirements of the DDA, the SLA Covenant, Affordable Housing Declaration and the Special Restrictions.

2.4 Notwithstanding anything to the contrary set forth in this Quitclaim Deed, the reservation by Grantor of the rights and interests in this Section 2 (a) restricts in quantity and type the scope of development upon the Real Property to that authorized by this Quitclaim Deed, the Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 11 Quitclaim Deed

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SLA Covenant, Affordable Housing Declaration and Special Restrictions, each for the term thereof, and (b) shall not be deemed to limit Grantee’s right to construct foundations, utilities and other subsurface improvements for the purpose of constructing the Project and otherwise engage in subsurface construction activity in order to construct the Project.

3. The conveyance of the Real Property to Grantee made by this Quitclaim Deed is SUBJECT

TO THE FOLLOWING NOTICES, COVENANTS, CONDITIONS AND RESTRICTIONS, which shall be binding upon and enforceable against the Real Property and Grantee, and its successors and assigns, in perpetuity:

3.1 Grantee agrees to accept conveyance of the Real Property subject to all covenants, conditions, restrictions, easements, rights-of-way, reservations, rights, agreements and encumbrances of record, including, without limitation, the DDA, the Memorandum of DDA, the SLA Covenant, the Affordable Housing Declaration, and the Special Restrictions, which are and shall be covenants running with the land, shall not merge into this Quitclaim Deed and are and shall be binding upon Grantee and all successors and assigns of Grantee owning all or any portion of Real Property for the benefit of Grantor and its successors and assigns, unless or until such responsibilities and obligations are released pursuant to the provisions of the aforesaid documents, including the release of obligations under the DDA that Grantee may obtain as to any portion of the Real Property pursuant to a Certificate of Compliance (as defined and further provided for in the DDA) executed by Grantor and recorded against such portion of the Real Property.

3.2 The Government Deed conveying the Grantor Property to Grantor was recorded prior to recordation of this Quitclaim Deed. Grantor has no knowledge regarding the accuracy of information provided by the Government regarding the environmental condition of the Development Parcel and makes no warranties regarding the environmental conditions of the Development Parcel. Grantor has no knowledge regarding the accuracy or adequacy of the Government’s remediation of the Development Parcel as provided in the Government Deed. The foregoing provisions of this Section 3.2 do not limit or restrict any representations, warranties, covenants or obligations that Grantor may have made solely for the benefit of Grantee (and its permitted transferees) in the DDA or any other agreement.

3.3 Government Deed D. The italicized information below is copied verbatim (except as discussed below) from Sections 2.2, 2.3, 2.5, 2.6, 2.8, 2.9 and Section 3 of the Government Deed. To the extent applicable to the Property conveyed hereunder, by acceptance of this Quitclaim Deed, Grantee, on behalf of itself and its successors and assigns acquiring fee title to all or any portion of the Real Property and each and every Person claiming by, through or under Grantee or such successors or assigns, hereby acknowledges and assumes all responsibilities placed upon Grantor under the terms of the aforesaid Government Deed. Within the italicized information contained in this Section 3.3 only, the term “GRANTOR” shall mean the Government, the term “GRANTEE” shall mean the City of Tustin and the term “Property” shall mean the Grantor Property, including, without limitation, the Real Property. To avoid confusion, within the italicized information, the word “Government” has been added in brackets after the word “GRANTOR”, and the words “City of Tustin” have been added in brackets after the word “GRANTEE”.

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“2.2 A FOST has been completed and an Environmental Baseline Survey (“EBS”) report is referenced in the FOST. The FOST and EBS reference environmental conditions on the Property and on other property not subject to this Deed. GRANTEE [“City of Tustin”] acknowledges that it has received copies of the EBS and the FOST and that all documents referenced therein have been made available to GRANTEE [“City of Tustin”] for inspection and copying.

2.3 Except as otherwise provided herein, or as otherwise provided by law, the GRANTEE [“City of Tustin”] acknowledges that it has inspected, is aware of, and accepts the condition and state of repair of the Property, and that the Property is conveyed “as is” and “where is” without any representation, promise, agreement, or warranty on the part of the GRANTOR [“Government”] regarding such condition and state of repair, or regarding the making of any alterations, improvements, repairs or additions. Except for the environmental remediation which may be required to be undertaken by GRANTOR [“Government”] pursuant to paragraph 2.6 below, the GRANTEE [“City of Tustin”] further acknowledges that the GRANTOR [“Government”] shall not be liable for any latent or patent defects in the Property except to the extent required by applicable law.” “2.5. Lead Based Paint (LBP)

2.5.1. The Property may include improvements . . . that are presumed to contain LBP because they are thought to have been constructed prior to 1978. … Lead from paint, paint chips, and dust can pose health hazards if not managed properly. Pursuant to 40 CFR Section 745.113 the following notice is provided: “Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller’s possession and notify the buyer of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase.”

2.5.2 The GRANTEE [“City of Tustin”] hereby acknowledges the required disclosure of the presence of any known LBP and/or LBP hazards in target housing constructed prior to 1978 in accordance with the Residential Lead-Based Paint Hazard Reduction Act of 1992, 42 U.S.C. Section 4852d (Title X). The GRANTEE [“City of Tustin”] acknowledges the receipt of available records and reports pertaining to LBP and/or LBP hazards and receipt of the Environmental Protection Agency (EPA) approved pamphlet “Protect Your Family from Lead in Your Home” (EPA 747-K-94¬001).

Furthermore, the GRANTEE [“City of Tustin”] acknowledges that it has read and understood the EPA pamphlet.

2.5.3 The GRANTEE [“City of Tustin”] covenants and agrees that, in any improvements on the Property defined as target housing by Title X and constructed prior Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 11 Quitclaim Deed

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to 1978, LBP hazards will be disclosed to potential occupants in accordance with Title X before use of such improvements as a residential dwelling (as defined in Title X). Further, the GRANTEE [“City of Tustin”] covenants and agrees that LBP hazards in target housing will be abated in accordance with Title X before use and occupancy as a residential dwelling. “Target housing” means any housing constructed prior to 1978, except housing for the elderly or persons with disabilities (unless any child who is less than six [6] years of age resides, or is expected to reside, in such housing) or any zero-bedroom dwelling.

2.5.4 The GRANTEE [“City of Tustin”] covenants and agrees that in its use and occupancy of the Property, it will comply with Title X and all applicable federal, state, and local laws relating to LBP. The GRANTEE [“City of Tustin”] acknowledges that the GRANTOR [“Government”] assumes no liability for damages for personal injury, illness, disability, or death to the GRANTEE [“City of Tustin”], or to any other person, including members of the general public, arising from or incident to the purchase, transportation, removal, handling, use, disposition, or other activity causing or leading to contact of any kind whatsoever with LBP on the Property, arising after the conveyance of the Property from the GRANTOR [“Government”] to the GRANTEE [“City of Tustin”], whether the GRANTEE [“City of Tustin”] has properly warned, or failed to properly warn, the persons injured.”
{SECTION 2.5.5 INTENTIONALLY DELETED}
“2.6 Notices And Covenants.

2.6.1. Notices: Hazardous Substance Notification. Pursuant to 42 U.S.C. §9620(h)(3)(A), and the provisions of 40 C.F.R. part 373, the GRANTOR [“Government”] hereby gives notice that hazardous substances were stored for one year or more, released or disposed of on the Property. The information contained in this notice is required by regulations promulgated under Section 120(h) of the Comprehensive Environmental Response, Liability, and Compensation Act (CERCLA or “Superfund”), 42 U.S.C. § 9620(h). The GRANTOR [“Government”] has made a complete search of its files and records concerning the Property. Based on that search, the type and quantity of such hazardous substances, the time at which such storage, release or disposal took place, to the extent such information is available, and a description of the remedial action taken, if any, is contained in Exhibit “B”[1].

2.6.2. Grant of Covenant [CERCLA 42 U.S.C. Section 9620 (h)(3)(A)(ii)(I)].

The GRANTOR [“Government”] covenants and warrants that all remedial action necessary to protect human health and the environment with respect to any hazardous substance remaining on the Property has been taken before the date of transfer.

2.6.3. Additional Remediation Obligation [CERCLA 42 U.S.C. Section 9620(h)(3)(A)(ii)(II)]. The GRANTOR [“Government”] covenants and warrants that GRANTOR [“Government”] shall conduct any additional remedial action found to be 1 The referenced Exhibit “B” in the Government Deed is attached to this Quitclaim Deed as Exhibit B and incorporated herein by this reference.

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necessary after the date of transfer for any hazardous substance existing on the Property prior to the date of this Deed. This covenant shall not apply to the extent that the GRANTEE [“City of Tustin”] caused or contributed to any release or threatened release of any hazardous substance, pollutant, or contaminant.

2.6.4. Access [CERCLA 42 U.S.C. Section 9620 (h)(3)(A)(iii)]. In connection with GRANTOR’S [“Government”] covenant in 2.6.3 above and in connection with ongoing remediation on GRANTOR’S [“Government”] property adjacent to the Property, GRANTEE [“City of Tustin”] agrees on behalf of itself, its successors and assigns, as a covenant running with the land, that GRANTOR [“Government”], or its officers, agents, employees, contractors and subcontractors, shall have the right, upon reasonable notice to GRANTEE [“City of Tustin”], to enter upon the Property in any case in which a response or corrective action is found to be necessary at such property after the date of this deed, or such access is necessary to carry out a response action or corrective action on adjoining property. Neither GRANTEE [“City of Tustin”], nor its successors and assigns, shall have any claim on account of such entries against the United States or any of its officers, agents, employees, contractors or subcontractors. The right to enter shall include the right to conduct tests, investigations and surveys, including, where necessary, drilling, test-pitting, boring and other similar activities. Such right shall also include the right to construct, operate, maintain or undertake any other response or corrective action as required or necessary, including, but not limited to monitoring wells, pumping wells, treatment facilities, and the installation of associated utilities. In exercising these rights of access, except in case of imminent and substantial endangerment to human health or the environment, the GRANTOR [“Government”] (1) shall give the GRANTEE [“City of Tustin”] reasonable notice of any action to be taken related to such remedial or corrective actions on the Property, and (2) make reasonable efforts to minimize interference with the on-going use of the Property. Furthermore, the GRANTOR [“Government”] and GRANTEE [“City of Tustin”] agree to cooperate in good faith to minimize any conflict between the necessary environmental investigation and remediation activities and the GRANTEE’S [“City of Tustin”] use of the Property. Any inspection, survey, investigation or other response, corrective or remedial action undertaken by GRANTOR [“Government”] will, to the maximum extent practical, be coordinated with representatives designated by the GRANTEE [“City of Tustin”].

In connection with GRANTOR’S [“Government”] remedial actions described above, GRANTEE [“City of Tustin”] agrees on behalf of itself, its successors and assigns, as a covenant running with the land, to comply with the provisions of any health or safety plan in effect during the course of any such action.”
“2.8 Indemnification Regarding Transferees. The GRANTOR [“Government”] hereby recognizes its obligations under Section 330 of the National Defense Authorization Act of 1993 (Pub. L. 102-484), as amended, regarding indemnification of transferees of closing Department of Defense property.

2.9 Non-Discrimination. GRANTEE [“City of Tustin”] covenants for itself, its successors and assigns, that it will comply with all applicable provisions of the Civil Rights Act of 1964, section 504 of the Rehabilitation Act of 1973, and the Age Discrimination in Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 11 Quitclaim Deed

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Employment Act of 1975 in the use, occupancy, sale or lease of the Property. The foregoing shall not be construed to prohibit the operation of federal or state approved programs focusing on the special needs of the homeless, veterans, victims of domestic violence and other classes of persons at risk; nor shall it be construed to prohibit employment practices not otherwise prohibited by law. The GRANTOR [“Government”] shall be deemed a beneficiary of this covenant without regard to whether it remains the owner of any land or interest therein in the locality of the Property hereby conveyed and shall have the sole right to enforce this covenant in any court of competent jurisdiction.” “3. NO HAZARD TO AIR NAVIGATION: GRANTEE [“City of Tustin”] covenants for itself, its successors and assigns, that in connection with any construction or alteration on the Property, it will obtain a determination of no hazard to air navigation from the Federal Aviation Administration in accordance with Title 14, Code of Federal Regulations, part 77, entitled “Objects Affecting Navigable Airspace,” or under the authority of the Federal Aviation Act of 1958, as amended.”

3.4 The responsibilities and obligations placed upon Grantor by the Government shall run with the land and be binding on Grantee and all subsequent owners of the Real Property or any portion thereof, unless and until such responsibilities and obligations are released pursuant to the provisions set forth in the Government Deed.

3.5 As further set forth in and subject to the terms and conditions of the DDA, Grantee acknowledges that it has examined the Real Property and is buying the Real Property from Grantor in an “AS IS, WHERE IS, WITH ALL FAULTS” condition, in its present state and condition and with all faults, which provisions shall survive the close of escrow related to this transaction and do not merge with this Quitclaim Deed.

4. This Quitclaim Deed is made and accepted upon (i) the covenants, conditions, restrictions and other matters set forth in the SLA Covenant, the Special Restrictions and Affordable Housing Declaration which are incorporated herein by reference with the same force and effect as though fully set forth herein, and (ii) subject to reservations, covenants and restrictions as set forth in the Government Deed, including without limitation those provisions set forth herein. Each future transfer or conveyance of the Real Property or any portion thereof shall include notice of the SLA Covenant, the Special Restrictions and Affordable Housing Declaration and in addition shall include those disclosures and environmental covenants contained in the Government Deed.

5. The terms of this Quitclaim Deed are hereby agreed and declared by Grantee and Grantor to be covenants running with the land and enforceable as restrictions and equitable servitudes against the Real Property, and are hereby declared to be and shall be binding upon and burden the Real Property and Grantee and all successors and assigns of Grantee owning all or any portion of the Real Property and all Persons claiming by, through or under Grantee or such successor or assign for the benefit of Grantor and Grantor and its Governmental Successors shall retain the right to enforce the restrictions and equitable servitudes against the Real Property and the same shall be enforceable solely by Grantor and its governmental successors. {signatures on next page}
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IN WITNESS WHEREOF, Grantor, THE CITY OF TUSTIN, has caused this Quitclaim Deed to be executed on the day first above written.

Dated: ________________
CITY OF TUSTIN:

By: ___________________________
Aldo E. Schindler
City Manager
ATTEST:

By: ______________________
Erica N. Yasuda
City Clerk

APPROVED AS TO FORM
By: ___________________________
David Kendig
City Attorney
Hepner & Myers LLP
Special Real Estate Counsel to the City
By: __________________________
Amy E. Freilich
{signatures continued on next page}
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ACKNOWLEDGEMENT OF GRANTEE’S COVENANTS

BY EXECUTING THIS QUITCLAIM DEED BELOW, ON AND AS OF THE DATE WRITTEN BELOW, Grantee on behalf of itself and all subsequent owners of the Real Property or any portion thereof and each and every Person claiming by, through or under Grantee, on behalf of itself and its successors and assigns acquiring fee title to all or any portion of the Real Property and each and every Person claiming by, through or under Grantee or such successors or assigns, hereby acknowledges and accepts and agrees to be bound by this Quitclaim Deed and the covenants and agreements of Grantee contained in this Quitclaim Deed.

Dated: __________________
________________________, a
_________________
By: ________________________
Name: ______________________
Title: _______________________
By: ________________________
Name: ______________________
Title: _______________________
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CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT
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, ________________________________________________, Date (Insert Name and Title of the Officer)
personally appeared ___________________________________________________________ Name(s) of Signer(s)
____________________________________________________________________________, 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.

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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.

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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.

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Exhibit A
City of Tustin/Confluent Dev.

Portion of Disposition Area 8

EXHIBIT A

LEGAL DESCRIPTION OF DEVELOPMENT PARCEL
The Land referred to herein below is situated in the City of Tustin, County of Orange, State of California, and is described as follows:

LOT 14, INCLUSIVE OF TRACT NO. 18197 AS SHOWN ON A MAP FILED IN BOOK 990, PAGES 25 THROUGH 33, INCLUSIVE OF TRACT MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

For conveyancing purposes only: APN 430-481-12
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Exhibit B
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EXHIBIT B

DESCRIPTION OF THE REMEDIAL ACTION TAKEN BY THE GOVERNMENT

PURSUANT TO FEDERAL DEED
{see attached}
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Exhibit B

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Exhibit B

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ATTACHMENT 12

FORM OF MEMORANDUM OF DDA

CITY OF TUSTIN OFFICIAL

BUSINESS REQUEST DOCUMENT

TO BE RECORDED AND TO BE

EXEMPT FROM RECORDING FEES
PER GOVERNMENT CODE §6103
AND §27383.

Recording requested by and
when recorded mail to:

City Manager
The City of Tustin
300 Centennial Way
Tustin, CA 92780
SPACE ABOVE THIS LINE FOR RECORDER’S USE

MEMORANDUM OF

TUSTIN LEGACY DISPOSITION AND DEVELOPMENT AGREEMENT
FOR PORTION OF DISPOSITION AREA 8
This MEMORANDUM OF TUSTIN LEGACY DISPOSITION AND DEVELOPMENT AGREEMENT FOR PORTION OF DISPOSITION AREA 8 (this “Memorandum”) is made as of___________, 202__ (“Memorandum Effective Date”) by and among the CITY OF TUSTIN, a municipal corporation of the State of California (“City”) and _____________________________, a _________________ (“Developer”) to provide record notice that City and Developer have entered into that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8, dated as of ___________________, 2026 [{if amended:} (“Original DDA”) as amended by that certain ___________________](“DDA”). The City and Developer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the DDA. [{if amended:} Wherever in this Memorandum reference to a Section of the DDA is made, such reference shall be to the text of that Section in the Original DDA as the text of that Section has been amended, if at all, by the text of the First Amendment.]

1. Property Affected by the DDA.

1.1 Property. The property affected by the DDA is the “Property,” consisting of (as more fully described in the DDA): (a) the Real Property as legally described on Exhibit A attached hereto, (b) all existing improvements, if any, located on the Real Property; (c) all appurtenances pertaining to the Real Property or such improvements; (d) all permits, licenses, approvals and authorizations issued prior to the Close of Escrow by any Governmental Authority in connection Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 12 Memo of DDA

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with the Real Property for development of any improvements; (e) the right to construct up to 172 Residential Units (consisting of 124 base units and 48 density bonus units, including approximately 26 Lower Income Units) on the Active Adult Real Property and up to 103 Rooms in up to 147,500 square feet of building on the AL/MC Real Property as described in Section 4.1.1 of the DDA; and (f) all of City’s right, title and interest in, to and arising out of the Intangible Property; but excepting from all of the foregoing the matters set forth in Section 2 of that certain Quitclaim Deed For Portion of Disposition Area 8 and Covenants, Conditions and Restrictions, Including Environmental Restriction Pursuant to Civil Code Section 1471 made by the City in favor of Developer, dated as of _________, 20__ (“Quitclaim Deed”) and Recorded in the Office of the County Recorder, Orange County, California immediately following recording of this Memorandum.

1.2 Binding Agreement. The DDA shall, in accordance with its terms, run with the land and burden and be binding upon the Real Property and Developer and each Successor Owner as an equitable servitude, unless and until terminated in accordance with its terms, and shall govern the use and development of the Property and the Project Improvements by Developer and each successor and assign of Developer and each Successor Owner.

2. Effect of the DDA. The DDA imposes certain obligations, agreements, covenants, conditions and restrictions with respect to the Property and with respect to Developer’s acquisition, development, use, operation, maintenance and ultimate disposition thereof, that run with the Real Property, unless and until terminated in accordance with their respective terms, as further set forth in the DDA. Among these obligations are the following:
(a) Certain restrictions on Transfer, conveyance, and assignment of the DDA, the Property, and the Improvements or any portion thereof or interest therein, whether voluntary or involuntary, and certain restrictions on the Transfer of Control of Developer, each contained in Article 2 of the DDA, that terminate as to the Real Property upon execution and Recording by the City of the Final Certificate of Compliance for the Real Property, as further set forth in the DDA; (b) Certain restrictions on Mortgages contained in Articles 2 and 17 of the DDA, including prohibitions on encumbrance of the Real Property with any Mortgage except in accordance with the requirements of the DDA, which limitations terminate upon execution and Recording by the City of the Final Certificate of Compliance for the Real Property as further set forth in the DDA;
(c) Certain releases, waivers, and indemnities made by Developer in favor of the City and its Governmental Successors that are also set forth in the Declaration of Special Restrictions, dated as of the Memorandum Effective Date and intended to be Recorded contemporaneously with the Recording of this Memorandum (the “Special Restrictions”), which releases, waivers, and indemnities are, in accordance with their terms, binding on Developer and its successors and assigns under the DDA, each Successor Owner and each and every Person claiming by, through or under Developer or any Successor Owner, for the term of such releases, waivers, and indemnities as further set forth in the Special Restrictions; Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 12 Memo of DDA

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(d) The Right of Repurchase in favor of the City, described in the DDA, which gives the City the right to purchase the Real Property or portions thereof under certain circumstances, as further set forth in the DDA; and
(e) The Right of Reversion in favor of the City, described in the DDA, which entitled the City to a reversion of title to the Real Property or portions thereof under certain circumstances, as further set forth in the DDA.

3. Effect of DDA on End Users. Notwithstanding anything to the contrary set forth in this Memorandum, the general prohibition against Transfer outlined herein shall not be applicable to any End User, defined as any (i) utility or Governmental Authority with respect to any transfer of portions of the Real Property or grants of easements affecting the Real Property desirable for the development of the Real Property, including the City or any lighting or landscaping district and (ii) for the term in which such contract is in effect, any natural person that has a contractual right to inhabit and does inhabit a Residential Unit or Room.

4. Certificates of Compliance. If Developer is entitled under the terms of the DDA to the issuance of a Certificate of Compliance, then the City shall furnish Developer with a Certificate of Compliance in recordable form upon written request by Developer. Each Certificate of Compliance shall be deemed to be the City’s conclusive determination of satisfactory Completion of the Project Improvements and compliance with all other conditions required by the DDA for the Real Property or portion thereof described in such Certificate of Compliance, subject only to such obligations of Developer under the DDA and the Other Agreements as expressly survive the issuance of such Certificate of Compliance, which shall survive in accordance with its respective terms. Each Certificate of Compliance shall state the actual number of Residential Units and/or Rooms and square footage, as applicable, constructed on portion of the Real Property subject to the issued Certificate of Compliance as of the date of issuance thereof, and such Residential Unit or Room and square footage count shall establish the actual number of Residential Units and AL/MC Real Property square footage allocated to Developer by the City pursuant to Section 4.1.2 of the DDA.

5. DDA and Memorandum Run With the Land. The DDA and this Memorandum, including, without limitation, the provisions of the DDA referred to above, and all other obligations, agreements, covenants, representations, warranties, and indemnities set forth in the DDA and this Memorandum, are hereby agreed by Developer and by the City, subject to their respective terms, to be covenants running with the land and enforceable as equitable servitudes against the Real Property, and are hereby declared to be and shall, subject to their respective terms, burden and be binding upon the Real Property and Developer and its successors and assigns, each Successor Owner and each and every Person claiming by, through or under Developer or any Successor Owner for the benefit of the City and its successors and assigns, subject to the effects of Recording of one or more Certificates of Compliance as described in Section 4 of this Memorandum.

6. City Lien Rights; Priority. The DDA provides that certain amounts payable by the Developer under the terms of the DDA and the Other Agreements are entitled to the benefit of a lien (referred to in the DDA and in this Memorandum as the “City Lien”). The City Lien shall to the greatest extent permitted by applicable law, be a lien and charge upon the Property and shall Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 12 Memo of DDA

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be a continuing lien upon the Property in favor of the City effective upon the Recording of this Memorandum paramount to the lien and charge of each and every Mortgage, Construction Lien and other lien upon or affecting the Property to the extent provided in the DDA. The encumbrance of the DDA (including the City Lien), the Right of Purchase, and the Right of Reversion, each as created under the DDA, are superior to the lien of each and every Mortgage encumbering any portion of the Real Property. The DDA provides that the City will enter into a Subordination Agreement under certain circumstances with a Permitted Mortgagee pursuant to which cure rights and other protections are afforded to such Permitted Mortgagee with respect to a Construction Loan.

7. Acknowledgment and Assumption by Developer. Acceptance and Recording of the Quitclaim Deed concurrently with or following Developer’s execution of the DDA is Developer’s acknowledgement that it assumes all responsibilities placed upon Developer under the terms of the DDA.

8. Public Documents. The documents constituting the DDA are public documents and may be reviewed at the official offices of the City.

9. Interpretation; Notice. This Memorandum is prepared for recording and notice purposes only and in no way modifies the terms, conditions, provisions and covenants of the DDA. In the event of any inconsistency between terms, conditions, provisions and covenants of this Memorandum and the DDA, the terms, conditions, provisions and covenants of the DDA shall prevail.

10. Attachments. The Attachments attached to this Memorandum are hereby incorporated by this reference into this Memorandum as though fully set forth in the text of this Memorandum.

11. Termination. This Memorandum shall terminate as to the Real Property upon the earlier of (a) termination of the DDA, or (b) issuance by the City and Recording of the Final Certificate of Compliance for the Real Property.
{signatures on next pages}
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IN WITNESS WHEREOF, the City and Developer have executed this Memorandum as of the Memorandum Effective Date.

Dated:

CITY OF TUSTIN:

By:

Aldo E. Schindler
City Manager
ATTEST:

By:

Erica N. Yasuda
City Clerk

APPROVED AS TO FORM
By:

David Kendig
City Attorney
Hepner & Myers LLP
Special Real Estate Counsel to the City
By:

Amy E. Freilich
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DEVELOPER:

CD-CW (Tustin) LLC,
a Colorado limited liability company
By: CD Manager LLC,
a Colorado limited liability company,
its Manager
By: Confluent Development LLC,
a Colorado limited liability company,
its Manager
By: ____________________________
Name: Marshall M. Burton
Title: Chief Executive Officer

STATE OF COLORADO )
CITY AND ) SS:

COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this ____ day of _______, 2026, by Marshall M. Burton, as Chief Executive Officer of Confluent Development, LLC, a Colorado limited liability company, as Manager of CD Manager LLC, a Colorado limited liability company, as Manager of CD-CW (Tustin) LLC, a Colorado limited liability company.

WITNESS my hand and official seal. ___________________________________ Notary Public
My Commission Expires: __________________________________ [SEAL]
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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.

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EXHIBIT A

LEGAL DESCRIPTION OF REAL PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF TUSTIN, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

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ATTACHMENT 13

FORM OF VERTICAL IMPROVEMENTS COMMENCEMENT DATE CERTIFICATE

AND CONFIRMATION

CITY OF TUSTIN OFFICIAL

BUSINESS REQUEST DOCUMENT

TO BE RECORDED AND TO BE

EXEMPT FROM RECORDING FEES
PER GOVERNMENT CODE §6103
AND §27383.

Recording requested by and when
recorded mail to:

City Manager
The City of Tustin
300 Centennial Way
Tustin, CA 92780
SPACE ABOVE THIS LINE FOR RECORDER’S USE
DEVELOPER’S CERTIFICATE AND CITY CONFIRMATION REGARDING

VERTICAL IMPROVEMENTS COMMENCEMENT DATE
Reference is hereby made to that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8 dated as of ___________, 2026 (“DDA”), by and between,___________________ a __________ limited liability company (“Developer”), as successor-in-interest to CD-CW (TUSTIN) LLC, a Colorado limited liability company (“Initial Developer”), and the City of Tustin, a municipal corporation of the State of California (“City”).

Capitalized terms used herein that are not defined herein shall have the meanings specified in the DDA.

This Certificate is being delivered by Developer pursuant to Section ________ of the DDA.

I, the undersigned, am an authorized signatory of Developer, which is a limited liability company duly organized and existing under the laws of the State of ___________, and am authorized by Developer to make the certifications contained in this Certificate. I further certify to the City for and on behalf of Developer as follows:

1. Confirmation Information. The reinforcing steel has passed inspection for the walls and/or columns of the ground-level parking structure for the Active Adult Project or AL/MC Project, and as such the Vertical Improvements Commencement Date has occurred.

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2. Authority of Signatory. ________________ is an Authorized Signatory of Developer and is in such capacity duly authorized by Developer to execute this Certificate.

Without the written consent of Developer, no Person other than the City may rely on this Certificate for any purpose.

In no event shall the individual executing this Certificate on behalf of Developer have any personal liability hereunder.

Dated: ______________________
“DEVELOPER”
By: __________________________
Name:

Title:
[INSERT CORRECT STATE ACKNOWLEDGEMENT FOR DEVELOPER]
{signatures continued on following page}
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ACCEPTED AND AGREED:

The City hereby executes this Certificate for the sole purpose of confirming the occurrence of the Vertical Improvements Commencement Date pursuant to the DDA.

Date: _____________________
CITY OF TUSTIN:

By: ___________________________
Aldo E. Schindler
City Manager
ATTEST:

By: ______________________
Erica N. Yasuda
City Clerk

APPROVED AS TO FORM
By: ___________________________
David Kendig
City Attorney
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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.

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ATTACHMENT 14A

FORM OF GUARANTY
This GUARANTY (this “Guaranty”) is made as of the ______ day of ___________, 202_ (the “Effective Date”), by ______________________, a ____________________ (“Guarantor”)1, in favor of the CITY OF TUSTIN, a municipal corporation of the State of California (“City”).

RECITALS
A. CD-CW (TUSTIN) LLC, a Colorado limited liability company, and City have entered into that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8 (Tustin Legacy), dated as of ________________202_, including all Attachments thereto (as the same may be amended, updated or modified from time to time, the “DDA”), under the terms of which {insert name of entity taking title to the Development Parcel} (referred to as “Developer”) has acquired certain real property referred to in the DDA as the Active Adult Real Property and the AL/MC Real Property as more particularly described in the DDA (“Real Property”) and certain additional rights that together with the Real Property comprise the Active Adult Property and the AL/MC Property as more particularly described in the DDA (“Property”). Initially capitalized terms used and not otherwise defined in this Guaranty are used with the meanings set forth in the DDA.

B. Pursuant to the DDA, Developer has agreed to bear responsibility for the design, development, construction and operation of the Active Adult Project and the AL/MC Project.

C. Guarantor directly or indirectly owns a substantial equity interest in Developer and thus will derive substantial benefits from Developer owning the Property and the development of the Project. Guarantor will also derive direct and substantial benefits by guaranteeing Developer’s obligations to undertake the actions with respect to the Property required of Developer under the DDA and the Other Agreements.

AGREEMENT
As required by the terms of the DDA, and in consideration of the benefits to Guarantor described above, Guarantor hereby makes the guaranties, obligations, covenants and agreements set forth below in this Guaranty.

Section 1. Guaranty.

1.1 Payment and Performance Obligations. Subject to the limitations expressed in Sections 2.1, 2.3, and 2.4, Guarantor absolutely and unconditionally guarantees (a) the payment when due by Developer of all payment obligations, including all indemnity obligations, of Developer under the DDA and the Other Agreements (the “Payment Obligations”) and (b) the 1 NOTE: If Guarantor is comprised of more than one entity, joint and several liability language will be added and conforming changes will be made throughout.

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performance (whether for construction, Completion, maintenance, operation or otherwise) when due by Developer of all obligations of Developer under the DDA and the Other Agreements before the date provided in the Schedule of Performance or otherwise in the DDA and the Other Agreements (the “Performance Obligations”); provided that the Payment and Performance Obligations shall not include the operation or maintenance of any Building on a Parcel for which a Certificate of Compliance has been Recorded by City. Collectively the Payment Obligations and the Performance Obligations are referred to as the “Payment and Performance Obligations.”

1.2 Payment of Enforcement Costs. In addition to its obligations under Section

1.1 (but subject to the provisions of Section 2.1 and those of Section 11 with respect to prevailing parties), Guarantor agrees to pay all costs and expenses incurred by City, including reasonable attorneys’ fees and costs, court costs and all other litigation expenses (including reasonable expert witness fees, costs of depositions and other discovery, travel expenses, exhibit preparation, and courier, postage, communication and document copying expenses), in enforcing this Guaranty (the “Enforcement Payment Obligations”). The provisions of this Section 1.2 shall survive the termination of this Guaranty.

1.3 Performance of Work. Subject to the provisions of Sections 2.3 and 2.4, any work required for Guarantor to satisfy the Payment and Performance Obligations: (a) shall be performed in accordance with the Scope of Development and within the time periods set forth in the Schedule of Performance (to the extent such time periods have not then already expired) all as and to the extent set forth in the DDA and the Other Agreements and in accordance with the other requirements set forth in the DDA and the Other Agreements; and (b) shall be diligently pursued by Guarantor to Completion of the Project and issuance of a Certificate of Compliance for the Project.

1.4 Guaranteed Obligations. “Guaranteed Obligations” means, collectively, the Payment and Performance Obligations and the Enforcement Payment Obligations.

Section 2. Performance of Payment and Performance Obligations upon Default by Developer.

2.1 Default by Developer. If Developer is in Material Default under the DDA for any reason, including for failure to commence or prosecute the development of the Project in accordance with the Schedule of Performance or the Scope of Development, then City may, but shall not be obligated to, deliver written notice to Guarantor (a “Guaranty Notice”), notifying Guarantor of such default. Guarantor, promptly after receipt of the Guaranty Notice, shall perform the Payment and Performance Obligations and the Enforcement Payment Obligations that are the subject of the Guaranty Notice. Guarantor shall take whatever actions may be necessary to perform the Guaranteed Obligations, including the following to the extent applicable to the Guaranty Notice:
(a) Diligently and expeditiously proceed to ensure the Completion of the Project, at the times set forth in the DDA and in accordance with the Schedule of Performance and subject to the other terms and conditions set forth in the DDA and the Other Agreements; Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
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(b) To the extent unpaid, fully pay and discharge all Development Costs incurred or required to be incurred in connection with the Completion of the Project; and (c) Pay any amounts necessary to release and discharge any mechanics’, material providers’, or other liens that may exist or come into existence in connection with all or any of the Real Property, the Project, and the Completion of the Improvements, or, in the alternative, contest the same subject to the terms and conditions set forth in the DDA.

2.2 Difficulty or Expense of Completion of the Project Does Not Excuse Guarantor or Guaranty. Guarantor’s obligations under this Guaranty will remain in full force and effect until all of the Guaranteed Obligations are fully and finally paid and performed, regardless of any Transfer and regardless of whether Completion of the Project is difficult, more expensive than originally intended, or involves any event or circumstance that would make the Completion of the Project more costly or would delay the Completion of the Project, including: (a) a casualty that affects the Real Property or any Project Improvements that may have been constructed; (b) the discovery of unanticipated soils conditions or Hazardous Materials in, on, or under the Real Property; (c) Governmental Requirements or court orders applicable to the Project; (d) any lack of debt or equity financing for Development Costs; (e) any change in market conditions; and (f) other events or circumstances beyond the control of Developer or Guarantor relating to the Project.

2.3 No Discharge Until Completion. It is the intent of Guarantor and City that the obligations and liabilities of Guarantor hereunder are absolute, irrevocable and unconditional under any and all circumstances and that, until the Guaranteed Obligations are fully and finally performed, the obligations and liabilities of Guarantor hereunder shall not be discharged or released, in whole or in part, by any act or occurrence that might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of Guarantor. Subject to the provisions of Section 18, the Guaranteed Obligations shall be deemed to be fully and finally performed for purposes of this Guaranty and this Guaranty shall terminate only on the date on which the Certificate of Compliance for the Project has been recorded by City.

2.4 Liability Cap. Notwithstanding anything to the contrary contained in this Guaranty, the liability of Guarantor pursuant to this Guaranty (including for all Payment and Performance Obligations, but excluding the Enforcement Payment Obligations) shall be capped at Ten Million Dollars ($10,000,000.00).

Section 3. Absolute, Irrevocable and Unconditional Guaranty.

3.1 Irrevocable Guaranty. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any right to which Guarantor may otherwise have been entitled, whether now existing under statute, at law or in equity, or arising under any statute enacted after the date hereof or arising under any doctrine of law or equity promulgated after the date hereof to require City to take prior recourse or proceedings against any collateral, security or Person. It shall not be necessary for City, in order to enforce such payment or performance by Guarantor, to first institute suit or pursue or exhaust any rights or remedies against Developer or Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
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any other Person liable on such indebtedness or for such performance, or to enforce any rights against any security given to secure such indebtedness or performance, or to join any other Person liable for the performance of the Guaranteed Obligations or any part thereof in any action to enforce this Guaranty, or to resort to any other means of obtaining performance of the Guaranteed Obligations.

3.2 Demand Against Guarantor. City may bring suit or make a demand against Developer or against Guarantor or any other parties who have signed this Guaranty or any other guaranty covering all or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of City against Guarantor.

3.3 Independent Guaranty. The obligations of Guarantor under this Guaranty are independent of, and in addition to, the obligations and liabilities of Developer under the DDA and the Other Agreements. This Guaranty is independent of (and shall not be limited by) any other guaranty now existing or hereafter given by Guarantor, or any other Person, under or in connection with the Property, the Improvements, the DDA or the Other Agreements. The liability of Guarantor under this Guaranty is in addition to any and all other liability Guarantor may have in any other capacity with respect to Developer, including, if applicable, any direct or indirect ownership or control of any debt or equity securities of Developer or any Controlling Person of Developer.

Section 4. Certain Agreements and Waivers by Guarantor.

4.1 Waivers. Guarantor agrees that (a) neither City’s rights or remedies nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, (b) Guarantor waives any rights, claims or defenses arising from any one or more of such events, actions, facts, or circumstances, and (c) the liability of Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of any one or more of:
(a) any limitation on the liability of, or recourse against, any other Person, including City, in the DDA or any of the Other Agreements or arising under any law; (b) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration or that the obligations of Guarantor hereunder exceed or are more burdensome than those of Developer under the DDA or the Other Agreements;
(c) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (d) any homestead exemption or any other exemption under applicable law;
(e) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
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other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, or any impairment of Guarantor’s recourse against any Person or collateral; (f) whether express or by operation of law, any partial release of the liability of Guarantor hereunder (except to the extent expressly so released in writing by City with respect to this Guaranty) or any complete or partial release of Developer or any other Person liable, directly or indirectly, for the performance of any or all of the Guaranteed Obligations; (g) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Developer or any other Person at any time liable for the performance of any or all of the Guaranteed Obligations;
(h) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Guarantor or its successors or assigns;
(i) either with or without notice to or consent of Guarantor, any renewal, extension, modification, supplement, subordination or rearrangement of any or all of the terms of the Guaranteed Obligations or the DDA or any of the Other Agreements or any other agreements that may have been executed by Developer, City or any third party affecting the obligations of Developer or City under the DDA or the Other Agreements, or performance (including changes with respect to the construction of the Improvements) of any other terms thereof, or any waiver, termination, or release of, or consent to departure from, any of the DDA, the Other Agreements, any other agreements that may have been executed by Developer, City or any third party affecting the obligations of Developer or City under the DDA, the Other Agreements or any other guaranty of any or all of the Guaranteed Obligations, or any adjustment, indulgence, forbearance, or compromise that may be granted from time to time by City to Developer or to any other Person at any time liable for the payment or performance of any or all of the Guaranteed Obligations;
(j) any neglect, lack of diligence, delay, omission, failure, or refusal of City to take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action to foreclose (or in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting), or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; (k) any failure of City to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the DDA or any of the Other Agreements or any of the Guaranteed Obligations or any part thereof (or any other Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
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agreement relating in any way to the Property or the Guaranteed Obligations), or of any release of or change in any security, or of the occurrence or existence of any Material Default, or of any other action taken or refrained from being taken by City against Developer or any security or other recourse, or of any new agreement between City and Developer, it being understood that, except as expressly set forth in this Guaranty, City shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligations, any and all rights to other notice Guarantor may have otherwise had being hereby waived by Guarantor, and except for any notices expressly required to be delivered to Guarantor under this Guaranty, Guarantor shall be responsible for obtaining for itself information regarding Developer and any collateral, including any changes in the business or financial condition of Developer or any collateral, and Guarantor acknowledges and agrees that City shall have no duty to notify Guarantor of any information which City may have concerning Developer or any collateral;
(l) the existence of any claim, counterclaim, set-off or other right that Guarantor may at any time have against Developer, or any other Person (except City), whether or not arising in connection with this Guaranty, the DDA, or any of the Other Agreements; (m) the unenforceability of all or any part of the Guaranteed Obligations against Developer, whether because the Guaranteed Obligations exceed the amount permitted by law or violate any usury or other law (subject to the provisions of Section 12), or because the Persons creating the Guaranteed Obligations acted in excess of their authority, or because of a lack of validity or enforceability of or defect or deficiency in the DDA or the Other Agreements, and regardless of any joinder of Developer or any other Person in any action to obtain payment or performance of any or all of the Guaranteed Obligations; (n) any order, ruling or plan of reorganization emanating from proceedings under Title 11 of the United States Code with respect to Developer or any other Person, including any extension, reduction, composition, or other alteration of the Guaranteed Obligations, whether or not consented to by City, or any action taken or omitted by City in any such proceedings, including any election to have City’s claim allowed as being secured, partially secured or unsecured, any extension of credit by City in any such proceedings or the taking and holding by City of any security for any such extension of credit; (o) any other condition, event, omission, action that would in the absence of the provisions of this Section 4 result in the release or discharge of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or any other agreement, other than the full and final performance of the Guaranteed Obligations; (p) except as provided in this Guaranty, any notice to Guarantor of the existence of or the extending to Developer of any grace or cure period for the performance of any of the Guaranteed Obligations or any failure to provide notice thereof; Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
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(q) any defense of waiver, release, discharge in res judicata, statute of frauds, fraud, or ultra vires acts that may be available to Developer in respect of the DDA or any of the Other Agreements;
(r) to the fullest extent permitted by law: (A) any defense arising as a result of City’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (B) without limiting the generality of any other provision hereof, all rights and benefits that might otherwise be available to Guarantor under any guarantor, suretyship or other defenses under any law of the State of California or otherwise (including California Civil Code Sections 2787 through 2855, inclusive, 2899 and 3433), including any rights of subrogation, reimbursement, indemnification, or contribution and any other rights and defenses that are or may become available to Guarantor by reason of such provisions of the California Civil Code;
(s) the benefit of any statute of limitations affecting the liability of the Developer under the DDA or any of the Other Agreements; (t) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Developer in respect of the Guaranteed Obligations or Guarantor in respect of this Guaranty; and
(u) any early termination of any of the Guaranteed Obligations, except as expressly agreed to in writing by City, it being agreed that, among other things, that Guarantor shall be obligated to pay all costs and expenses incurred by City in its exercise of its rights under Sections 16.3 and 16.4 of the DDA.

4.2 Additional Waivers.

Without limiting any of the waivers contained in Section 4.1, Guarantor waives all rights and defenses that Guarantor may have because some or all of Developer’s obligations may be, or may be deemed to be, secured by real property (although Guarantor acknowledges that as of the Effective Date the Guaranteed Obligations are not secured by any real property). This means, among other things:
(a) City may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Developer. (b) If City forecloses on any real property collateral pledged by Developer: (i) the amount of the obligation owed to City may be reduced only by the net price for which that collateral is sold at the foreclosure sale or proceedings, even if the collateral is worth more than the sale price and (ii) City may collect from Guarantor even if City, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from the Developer.

This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Guaranteed Obligations may be, or may be deemed to be, secured by real property.

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These rights and defenses include, but are not limited to, any rights or defenses directly or indirectly based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. [Intentionally Omitted.]
Guarantor also hereby waives any rights or defenses Guarantor may otherwise have had in respect of Guarantor’s obligations as a guarantor or other surety by reason of any election of remedies by City, as well as any rights or defenses Guarantor may otherwise have had because Developer’s obligations may be or may be deemed to be secured by real property or an estate for years (although Guarantor acknowledges that as of the Effective Date the Guaranteed Obligations are not so secured).

Also, without limiting the generality of any other waiver or provision contained in this Guaranty, Guarantor hereby waives any and all benefits and defenses under California Commercial Code Section 3605.

4.3 Preferences. In the event any payment by Developer or any other Person to City is held to constitute a preference, fraudulent transfer or other voidable payment under any bankruptcy, insolvency or similar law, or if for any other reason City is required to refund such payment or pay the amount thereof to any other Person, such payment by Developer or any other Person to City shall not constitute a release of Guarantor from any liability hereunder, and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by City of this Guaranty or of Guarantor or the prior expiration of this Guaranty), as the case may be, with respect to, and this Guaranty shall apply to, any and all amounts so refunded by City or paid by City to another Person (which amounts shall constitute part of the Guaranteed Obligations), and any interest paid by City and any attorneys’ fees, costs and expenses paid or incurred by City in connection with any such event.

4.4 Defenses. Guarantor waives all rights and defenses arising out of an election of remedies by City, including exercise by City of its Right of Reversion upon occurrence of a Reversion Event or a repurchase of the Property pursuant to City’s Right of Purchase pursuant to the DDA, even though such election of remedies may have destroyed such Guarantor’s rights of subrogation and reimbursement against Developer by operation of California Code of Civil Procedure Section 580d or otherwise.

4.5 [Intentionally Omitted.]

4.6 Waiver of Notice of Acceptance. Guarantor waives notice of acceptance of this Guaranty.

4.7 No Limitation on Waivers. No provision or waiver in this Guaranty shall be construed as limiting the generality of any other provision or waiver contained in this Guaranty.

All of the waivers contained herein are irrevocable and unconditional and are intentionally and freely made by Guarantor.

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Section 5. Subordination.

If, for any reason whatsoever, Developer is now or hereafter becomes indebted, directly or indirectly to Guarantor including by operation of California Civil Code Sections 2847 and 2848, or any successor statutes or similar law (any such indebtedness being referred to as the “Subordinated Debt”):
(a) The Subordinated Debt and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of any Developer securing the Subordinated Debt shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations, until the Guaranteed Obligations have been paid or performed in full; and
(b) In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Developer as debtor, City shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian, dividends and payments that are payable upon any obligation of Developer to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally performed; and
(c) Guarantor shall promptly upon request of City from time to time execute such documents and perform such acts as City may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 5, including execution and delivery of proofs of claim, further assignments and security agreements, and delivery to City of copies of any promissory notes or other instruments evidencing indebtedness of Developer to Guarantor. All promissory notes, accounts receivable ledgers or other evidence now or hereafter held by Guarantor of obligations of Developer to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty; and
(d) The Guarantor shall not accept any payments in respect of the Subordinated Debt until the Guaranteed Obligations are fully and finally performed. If, notwithstanding the foregoing provisions in this Section 5, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 5, Guarantor shall pay the same to City immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution from Developer in trust for City and shall have absolutely no dominion over the same except to pay it immediately to City.

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Section 6. Other Liability of Guarantor or Developer.

6.1 Other Liability. If Guarantor is or becomes liable, by endorsement or otherwise, for any indebtedness owing by Developer to City other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the rights of City hereunder shall be cumulative of any and all other rights that City may have against Guarantor. If Developer is or becomes obligated to City for any liabilities or indebtedness other than or in excess of the Guaranteed Obligations, any payment received or recovery realized upon such other liabilities or indebtedness of Developer to City may be applied by City to such other liabilities or indebtedness.

6.2 Guarantor Net Worth and Guarantor Liquidity Covenants. 2 Guarantor hereby covenants, represents, and warrants to and for the benefit of City as follows:
(a) For the purposes of this Guaranty (1) the term “Guarantor Liquid Assets” means the Liquid Assets of Guarantor and the term “Guarantor Net Worth” means the Guarantor Liquid Assets plus the value of Guarantor’s investments in reputable investment funds not Controlled by or under common Control with Guarantor, which value is certified by the managers of the investment funds, minus the fixed and contingent liabilities of Guarantor, and (2) the term “City Designee” means any attorney authorized by City from time to time to review financial or other confidential information provided by Guarantor under non-disclosure arrangements with Guarantor approved by City and such attorney. (b) Guarantor shall maintain sufficient Guarantor Net Worth and Guarantor Liquid Assets to fully discharge its obligations under this Guaranty. As of the Effective Date, Guarantor has, and until the termination of this Guaranty in accordance with Section 2.3 shall maintain, a Guarantor Net Worth of at least Forty Million Dollars ($40,000,000) and Guarantor Liquid Assets of not less than Ten Million Dollars ($10,000,000) measured as of the end of each calendar quarter.
(c) Guarantor shall deliver: (i) to City Designee non-GAAP net worth statements as of June 30 and December 31 of each year, sufficient to substantiate that Guarantor satisfies the Minimum Asset Standards, prepared on a consistent basis, within ninety (90) calendar days after such dates with quarterly brokerage statements, quarterly bank statements, and quarterly investment statements from managers of investment funds substantiating the calculations of the net worth statements; and (ii) to City and City Designee, contemporaneously with the delivery of each net worth statement provided by Guarantor to City Designee, a certification from the chief financial officer (or equivalent officer or agent) or trustee of Guarantor (x) that the net worth statement then delivered to City Designee fairly presents in all material respects the information set forth therein and does not omit any material facts necessary to make the information set forth 2 NOTE: The provisions of this section are applicable only to the Guaranty required to be delivered by Guarantor at Close of Escrow and to any Guaranty from an Approved Substitute Guarantor referred to in Section 8. Any other Guaranty required under the terms of the DDA shall provide such covenants regarding net worth, liquid assets, reporting requirements, and Guarantor Illiquidity Events as City may require in its sole discretion.

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therein true in all material respects and not misleading in any material respect and (y) calculating and stating Guarantor Net Worth and Guarantor Liquid Assets as of the end of the fiscal period for which the net worth statements are delivered. Notwithstanding the foregoing, (1) if and for so long as Guarantor is a publicly traded entity, the filings of Guarantor as required by the Securities and Exchange Commission, if made within the time periods required by all Governmental Requirements, shall be deemed to satisfy the above obligations, and (2) if Guarantor is required to provide to any Permitted Mortgagee financial statements or other reports that are more frequent or more extensive that those required in the foregoing provisions of this Section 6.2(b), Guarantor shall provide such financial statements or other reports to City contemporaneously with providing them to the Permitted Mortgagee.
(d) For the purposes of this Guaranty, the term “Major Guarantor Affiliate” means Acadia Woods Partners, LLC, a Delaware limited liability company. Major Guarantor Affiliate is the only material investment entity in which all of the beneficiaries and the trustor of Guarantor are equity owners. If a Guarantor Insolvency Event shall occur or if Guarantor fails to timely comply with any of the requirements set forth in this Section 6.2 or if any representation made in any certificate delivered in accordance with Section 6.2(b) shall be materially false or misleading (each, a “Guarantor Illiquidity Event”), Guarantor shall notify City in writing within five (5) Business Days following Guarantor’s knowledge that a Guarantor Illiquidity Event has occurred. As used in the immediately preceding sentence, the term “Guarantor Insolvency Event” means any of the following:
(i) If Guarantor or Major Guarantor Affiliate is or becomes bankrupt or insolvent or if any involuntary bankruptcy proceeding is brought against Guarantor or Major Guarantor Affiliate (unless, in the case of an involuntary bankruptcy proceeding brought against any of them, the same is dismissed within ninety (90) calendar days), or Guarantor or Major Guarantor Affiliate makes an assignment for the benefit of creditors, or institutes a proceeding under or otherwise seeks the protection of federal or State bankruptcy or insolvency laws, including the filing of a petition for voluntary bankruptcy or instituting a proceeding for reorganization or arrangement; (ii) If a writ of attachment or execution is levied on any property of Guarantor or Major Guarantor Affiliate and such writ is not discharged within ninety (90) calendar days; or
(iii) If, in any proceeding or action in which Guarantor or Major Guarantor Affiliate is a party, a receiver is appointed with authority to take possession of any property of Guarantor or Major Guarantor Affiliate, or any portion thereof, where possession is not restored to Guarantor or Major Guarantor Affiliate within ninety (90) calendar days.

The occurrence of a Guarantor Illiquidity Event, whether or not Developer shall have provided notice to City of the Guarantor Illiquidity Event, shall constitute a default under this Guaranty, following which City shall have the right, but not the obligation, to treat the Guarantor Illiquidity Event as a Material Default by Developer under the DDA; provided that, in Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
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the case of a Guarantor Illiquidity Event arising from the failure of Guarantor to timely deliver a financial statement or a certificate required under Section 6.2(b), no Material Default shall exist as a consequence thereof under the DDA unless City shall first have provided notice of such failure to Guarantor and Guarantor shall not have cured such failure within ten (10) Business Days following the giving of such notice.
(e) Within thirty (30) calendar days following the provision of notice by Guarantor or Developer to City or by City to Developer and Guarantor of the occurrence of a Guarantor Illiquidity Event constituting a failure to satisfy the Minimum Asset Standards, Guarantor shall supplement its Net Worth and Liquid Assets to meet the Minimum Asset Standards or shall provide additional security satisfactory to City in City’s sole discretion. Failure of Guarantor to comply with the requirements of the immediately preceding sentence within such thirty- (30-) calendar day period shall be a default under this Guaranty.

Section 7. City Assigns.

This Guaranty is for the benefit of City and City’s successors and assigns, and in the event of an assignment of the Guaranteed Obligations, or any part thereof, the rights and benefits hereunder, to the extent applicable to the Guaranteed Obligations so assigned, may be transferred with such Guaranteed Obligations. Guarantor waives notice of any transfer or assignment of the Guaranteed Obligations or any part thereof.

Section 8. Binding Effect; Successors and Assigns.

This Guaranty is binding not only on Guarantor, but also on Guarantor’s successors and assigns. Guarantor covenants and agrees that it will not attempt to assign or delegate any of its obligations under this Guaranty without the prior written consent of City, which may be withheld by City in its sole and absolute discretion. Any attempt to assign or delegate any of Guarantor’s obligations under this Guaranty without City’s prior written approval in City’s sole discretion shall not operate as a release of Guarantor of any of its obligations. Guarantor shall have the right to continue to manage, invest, reinvest, distribute, and otherwise dispose of Guarantor’s assets from time to time; provided that Guarantor covenants and agrees that any sale or transfer or any attempted sale or transfer of assets or undertaking any other transaction that would reasonably be expected to reduce the Net Worth or Liquid Assets of Guarantor to less than the Minimum Asset Standards will constitute a default under this Guaranty and will also constitute a Material Default by Developer under the DDA. Notwithstanding the foregoing provisions of this Section 8, if the Guarantor is a revocable trust of which the sole trustor is a natural person, upon the death of the trustor, the distribution by Guarantor of the trust assets in accordance with the terms of the trust shall not be deemed a breach of this Guaranty if the following conditions have been satisfied: (a) sufficient assets from the trust have been conveyed to a successor trust or other Person to satisfy the Minimum Asset Standards, (b) such successor trust or other Person has entered into a new guaranty on the terms of this Guaranty and otherwise in form reasonably satisfactory to City, (c) such successor trust or other Person is approved by City as a substitute guarantor in the exercise of City’s reasonable discretion (a successor trust or other Person satisfying the requirements of the foregoing clauses (a) through (c) is referred to as an “Approved Substitute Guarantor”). Upon Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
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the City’s receipt of a guaranty meeting the requirements of the immediately preceding sentence and duly executed by an Approved Substitute Guarantor (and City’s receipt of a legal opinion and certificates with respect to Approved Substitute Guarantor as required by the DDA for any successor Guarantor), this Guaranty shall be deemed terminated as to Guarantor, and Approved Substitute Guarantor shall be responsible for the Guaranteed Obligations.

Section 9. Governing Law.

The validity, enforcement, and interpretation of this Guaranty shall for all purposes be governed by and construed in accordance with the laws of the State of California (without regard to its conflicts of law principles) and applicable United States federal law, and is intended to be performed in accordance with, and only to the extent permitted by, such laws. Guarantor and City agree that any disputes arising between them in connection with this Guaranty or in connection with or under any instrument, agreement or document provided for or contemplated by this Guaranty, including in connection with the execution of this Guaranty, the Guaranteed Obligations or any other matter arising under, related to or in connection with this Guaranty (including a determination of any and all issues in such dispute, whether of fact or of law) shall be tried and litigated exclusively in the Superior Court of the County of Orange, State of California, in any other appropriate court of that county, or in the United States District Court for the Central District of California. This choice of venue is intended by Guarantor and City to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between or among Guarantor and City with respect to or arising out of this Guaranty in any jurisdiction other than that specified in this Section 9. Each party hereby waives any right that it may have to assert forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section 9, and stipulates that the State and federal courts located in the County of Orange, State of California, shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy or proceeding arising out of this Guaranty.

Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section 9 by means of registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Guaranty, or in the manner set forth below for notices. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.

Section 10. Invalidity of Certain Provisions.

If any provision of this Guaranty or the application thereof to any Person or circumstance shall, for any reason and to any extent, be declared to be invalid or unenforceable, neither the remaining provisions of this Guaranty nor the application of such provision to any other Person or circumstance shall be affected thereby, and the remaining provisions of this Guaranty, or the applicability of such provision to other Persons or circumstances, as applicable, shall remain in effect and be enforceable to the maximum extent permitted by applicable law.

Section 11. Costs and Expenses of Enforcement.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
Guaranty 9.16.26 (HM).docx
Attachment 14A
14 City of Tustin/Confluent
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Guarantor agrees to pay to City within thirty (30) calendar days after written demand all amounts for which Guarantor is liable as part of the Enforcement Payment Obligations. All such amounts incurred by City shall constitute a portion of the Guaranteed Obligations hereunder, shall be subject to the provisions hereof with respect to the Guaranteed Obligations and shall be payable by Guarantor. In the event of any suit or proceeding to adjudicate or resolve any dispute in connection with this Guaranty, the prevailing party shall be entitled to recover its reasonable attorneys’ fees which shall be payable at the actual contractual hourly rate for City’s litigation counsel at the time the fees were incurred, but, in no event more than Four Hundred Dollars ($400) per hour and costs, court costs and all other litigation expenses (including reasonable expert witness fees, costs of depositions and other discovery, travel expenses, exhibit preparation, and courier, postage, communication and document copying expenses).

Section 12. No Usury.

It is not the intention of City or Guarantor to obligate Guarantor to pay interest in excess of that lawfully permitted to be paid by Guarantor under applicable law. Should it be determined that any portion of the Guaranteed Obligations or any other amount payable by Guarantor under this Guaranty constitutes interest in excess of the maximum amount of interest that Guarantor, in its capacity as guarantor, may lawfully be required to pay under applicable law, the obligation of Guarantor to pay such interest shall automatically be limited to the payment thereof in the maximum amount so permitted under applicable law. The provisions of this Section shall override and control all other provisions of this Guaranty and of any other agreement between Guarantor and City.

Section 13. Representations, Warranties, and Covenants of Guarantor.

Until the Guaranteed Obligations are performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor hereby represents, warrants, and covenants that: (a) Guarantor will derive a material and substantial benefit, directly or indirectly, from the development of the Project and from the making of this Guaranty by Guarantor, either from a financial interest in Developer or otherwise; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor subject to the effect of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and limitations imposed by general principles of equity and applicable law; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and (if applicable) in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) except as may have been previously disclosed to City in writing, there is no litigation pending or, to the knowledge of Guarantor, threatened by or before any tribunal against or affecting Guarantor that would have a material adverse impact on Guarantor’s ability to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to City by Guarantor do, and all financial statements and information hereafter furnished to City by Guarantor will, in all material respects, fully and Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
Guaranty 9.16.26 (HM).docx
Attachment 14A
15 City of Tustin/Confluent
Por. Disp. Area 8
accurately present the condition (financial or otherwise) of Guarantor as of their dates, and, since the date of the most recent financial statement or net worth statement of Guarantor heretofore furnished to City, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to City, has Guarantor incurred any material liability, direct or indirect, fixed or contingent that would materially adversely affect Guarantor’s ability to perform obligations hereunder; (g) after giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; and (h) Guarantor has read and fully understands the provisions contained in the DDA and the Other Agreements. Guarantor’s representations, warranties and covenants are a condition precedent to the performance by City of certain obligations under the DDA and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Developer, any other Person, or any security for all or any part of the Guaranteed Obligations until the Guaranteed Obligations are performed in full and each and every term, covenant, and condition of this Guaranty is fully performed.

Section 14. Notices.

All notices, requests, consents, demands and other communications required or which any party desires to give hereunder shall be in writing and shall be deemed sufficiently given or furnished if delivered by personal delivery, by nationally recognized overnight courier service, or by certified United States mail, postage prepaid, addressed to the party to whom directed at the addresses specified in this Guaranty (unless changed by similar notice in writing given by the particular party whose address is to be changed) or by email (with a courtesy copy promptly sent by one of the other means permitted herein).

Notice to Guarantor shall be delivered to the following addresses:

Guarantor:

And with a copy to:

Any notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of courier or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or, in the case of email, upon receipt; provided receipt is confirmed by electronic means; further provided that service of a notice required by any applicable statute shall be considered complete when the requirements of that statute are met.

Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt. This Section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Guaranty, the DDA or the Other Agreements or to require giving of notice or demand to or upon any Person in any situation or for any reason.

Section 15. Cumulative Rights.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
Guaranty 9.16.26 (HM).docx
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16 City of Tustin/Confluent
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All of the rights and remedies of City under this Guaranty, the DDA, and the Other Agreements are cumulative of each other and of any and all other rights at law or in equity, and the exercise by City of any one or more of such rights and remedies shall not preclude the simultaneous or later exercise by City of any or all such other rights and remedies. No single or partial exercise of any right or remedy shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and from time to time. No failure by City to exercise, or delay in exercising, any right or remedy shall operate as a waiver of such right or remedy or as a waiver of any Material Default. No notice to or demand on Guarantor in any case shall of itself entitle Guarantor to any other or further notice or demand in similar or other circumstances. No provision of this Guaranty or any right or remedy of City with respect hereto, or any default or breach, can be waived, nor can this Guaranty or Guarantor be released or discharged in any way or to any extent, except specifically in each case by a writing intended for that purpose (and which refers specifically to this Guaranty) executed and delivered by City to Guarantor.

Section 16. Subrogation.

Guarantor shall not have any right of subrogation under the DDA or the Other Agreements or any right to participate in any security for the Guaranteed Obligations or any right to reimbursement, exoneration, contribution, indemnification or any similar rights from or against Developer, until the Guaranteed Obligations have been fully and finally discharged in accordance with Section 2.3, and Guarantor hereby waives all of such rights. Guarantor shall not exercise any rights that it may acquire by way of subrogation under this Guaranty, by virtue of any payment made hereunder or otherwise, until all the Guaranteed Obligations have been paid or performed in full. If any amount is paid to Guarantor on account of such subrogation rights before the Guaranteed Obligations have been paid or performed in full, the amount will be held in trust for the benefit of City and will immediately be paid to City to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in such order as City, in its sole and absolute discretion, determines. Until the Guaranteed Obligations are paid or performed in full, any indebtedness of Developer to Guarantor is hereby subordinated to all obligations and liabilities of Developer to City arising out of or related to the DDA.

Section 17. Time of Essence.

Time shall be of the essence in this Guaranty with respect to all of Guarantor’s obligations hereunder.

Section 18. Continuation and Reinstatement of Guarantor’s Obligations.

The obligations of Guarantor under this Guaranty will continue to be effective, or be automatically reinstated (notwithstanding any prior release, surrender or discharge by City of this Guaranty or of Guarantor or the prior expiration of this Guaranty): (a) if the performance or the payment, in whole or in part, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by City (as a preference, fraudulent conveyance or otherwise) upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of City, Guarantor, Developer Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
Guaranty 9.16.26 (HM).docx
Attachment 14A
17 City of Tustin/Confluent
Por. Disp. Area 8
or any other Person, or (b) upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to Developer, Guarantor, or any other Person, or any substantial part of its property, or otherwise, all as though such payments had not been made.

If a Material Default has occurred and continues or exists under or with respect to the DDA or if any default occurs under this Guaranty or with respect to any of the Guaranteed Obligations at such time as City is prevented by reason of the pendency against Guarantor, Developer or any other Person of a case or proceeding under a bankruptcy or insolvency law, Guarantor agrees that this Guaranty and the Guaranteed Obligations will be deemed to have been declared in default or accelerated with the same effect as if this Guaranty and the Guaranteed Obligations had been declared in default and accelerated in accordance with their respective terms. Guarantor will immediately perform or pay the Guaranteed Obligations as required under this Guaranty without further notice or demand.

Section 19. Entire Agreement; Counterparts; Construction.

This Guaranty embodies the entire agreement between City and Guarantor with respect to the guaranty by Guarantor of the Guaranteed Obligations. This Guaranty supersedes all prior agreements and understandings, if any, with respect to the guaranty by Guarantor of the Guaranteed Obligations. This Guaranty shall be effective upon execution by Guarantor and delivery to City. This Guaranty may not be modified, amended or superseded except in a writing signed by City and Guarantor referencing this Guaranty by its date and specifically identifying the portions hereof that are to be modified, amended or superseded. If multiple signatories are required on behalf of Guarantor, this Guaranty may been executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement. As used herein, the words “include” and “including” shall be interpreted as if followed by the words “without limitation.”
{Signatures appear on the following page}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA ATT 14A
Guaranty 9.16.26 (HM).docx
Attachment 14A
S-1
City of Tustin/Confluent
Por. Disp. Area 8
IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty as of the date first written above.
_____________________, a _____________________
By:

Name:

Title:

By:

Name:

Title:

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14B Guarantor Cert

9.6.26 (HM)
Attachment 14B
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 14B

FORM OF ORIGINAL GUARANTOR CERTIFICATE
This Certificate is being delivered pursuant to that certain Tustin Legacy Disposition and Development Agreement for Disposition Area 8 dated as of _______________, 2026 (“DDA”), by and between CD-CW (Tustin) LLC, a Colorado limited liability company (“Developer”), and the City of Tustin, a municipal corporation of the State of California (the “City”). Capitalized terms used and not defined herein shall have the meanings specified in the DDA.

I, the undersigned, am the duly elected and qualified {insert officer title} of ________________, a [corporation/limited liability company/trust], duly formed and existing under the laws of the State of [___________] (“Guarantor”), and I am authorized by Guarantor to make the certifications contained in this Certificate. This Certificate is provided at the request of Developer to satisfy the requirements set forth in the DDA for the Close of Escrow and is provided in furtherance of the Project contemplated in the DDA.

I further certify to the City, for and on behalf of Guarantor, as follows as of the date of this Certificate:

1. {Specify relationship of Guarantor to Developer}.

2. The undersigned is the duly appointed {insert officer title} of Guarantor and has the authority on behalf of Guarantor to execute and deliver this Certificate as evidenced by the incumbency certificate attached as Exhibit A and the other documents attached as exhibits to this Certificate.

3. [___________] is a {state office held} of Guarantor (“Authorized Officer”) and is duly authorized by Guarantor to execute the Guaranty and any and all instruments, documents and other agreements required in connection therewith in accordance with the documents attached as exhibits to this Certificate. The undersigned certifies that the signature affixed to the Guaranty is the genuine signature of the Authorized Officers.

4. Attached hereto as Exhibit B are true and correct copies of the {Certificate of Formation of Guarantor or other formation document} and any and all amendments thereto in effect on the date hereof which, except as attached, have not been amended or revised in any way and remain in full force and effect as of the date hereof.1 1 Guarantor to attach the following if applicable:
(a) A certificate of formation or incorporation, California foreign entity registration, and a fully executed copy of the bylaws (including any amendments thereto) of Guarantor, (or if Guarantor is not a limited liability company, provide comparable documents for entity type proposed) and copies of any applicable operating agreements, joint venture agreements or equivalent instruments governing the entity;
(b) Certificates of good standing and tax good standing, for Guarantor, and if applicable, its managing members or general partners, issued within thirty (30) calendar days prior to the effective date of the Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14B Guarantor Cert

9.6.26 (HM)
Attachment 14B
2 City of Tustin/Confluent Development
Portion of Disposition Area 8

5. Attached hereto as Exhibit C are true and correct copies of the [limited liability company operating agreement {or insert equivalent formation document}] of Guarantor and any and all amendments thereto in effect on the date hereof which, except as attached, have not been amended or revised in any way and remain in full force and effect as of the date hereof.

6. Attached hereto as Exhibit D are true and correct copies of the certificates of good standing for Guarantor issued by the appropriate officials of the Guarantor’s state of formation and the State of California, each of which certificates of good standing is dated not earlier than thirty (30) days prior to the date of this Certificate.2

7. Attached hereto as Exhibit E are true and complete copies of the resolutions adopted by the board of directors or equivalent authority of Guarantor to authorize the execution, and delivery of the Guaranty, which resolutions have not been amended or revised in any way and remain in full force and effect as of the date hereof.

8. As of the date of this Certificate, Guarantor has (without the requirement of or reliance upon third party financing) a Net Worth of not less than $_________________ and Liquid Assets of not less than ________________________, which is sufficient to meet the Minimum Asset Standards under the DDA.

9. Attached hereto as Exhibit F are current brokerage statements, bank statements, or similar documents evidencing the Guarantor’s satisfaction of the Minimum Asset Standards under the DDA.

10. Guarantor has not taken any action looking toward its dissolution or termination, and no event, whether voluntary or involuntary, has occurred that has caused the dissolution of Guarantor, and there are no proceedings pending or contemplated for the merger, consolidation, conversion, dissolution, liquidation or termination of Guarantor. If Guarantor is a common law trust, Guarantor’s settlor has not taken any action looking to its revocation, dissolution or termination.

11. All of the statements made in this Certificate are true and correct as of the date hereof, and all financial information provided to the City on behalf of Guarantor was true and Guaranty by the Secretary of State of the state of incorporation and the applicable taxing authority of the state in which Guarantor is formed, if other than California, and by the California Secretary of State (if registration is required by applicable law); in the case of a trust, comparable documents, if any;
(c) Copies of all resolutions or other necessary actions, if any, taken by Guarantor to authorize the execution of the Guaranty;
(d) Evidence of authority of the individual(s) executing the Guaranty to bind Guarantor and to execute the Guaranty; and
(e) A copy of any Fictitious Business Name Statement, if any, as published and filed with the Clerk Recorder of Orange County, California.
2 Delete if Guarantor is a common law trust.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14B Guarantor Cert

9.6.26 (HM)
Attachment 14B
3 City of Tustin/Confluent Development
Portion of Disposition Area 8
correct as of the date thereof, and there has been no material adverse change to Guarantor’s financial situation since the date thereof.

This Certificate is being furnished to the City to assist City in conducting its investigation of Developer’s and Guarantor’s financial resources in connection with Guarantor’s obligations under the Guaranty. The undersigned acknowledges and agrees on behalf of Guarantor that this Certificate is being furnished to the City in order to induce the City to execute the DDA and that the City intends to rely on the information in this Certificate for the purposes described in this paragraph.

Dated: ________________, 20__ GUARANTOR:
[insert entity]
By:

Name: _________________________
Title: __________________________
By:

Name: _________________________
Title: __________________________
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14B Guarantor Cert

9.6.26 (HM)
Attachment 14B
Exhibit A
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT A

INCUMBENCY CERTIFICATE
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14B Guarantor Cert

9.6.26 (HM)
Attachment 14B
Exhibit B
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT B

CERTIFICATE OF FORMATION
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14B Guarantor Cert

9.6.26 (HM)
Attachment 14B
Exhibit C
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT C

LIMITED LIABILITY COMPANY OPERATING AGREEMENT AND BYLAWS {see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14B Guarantor Cert

9.6.26 (HM)
Attachment 14B
Exhibit C
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT D

CERTIFICATES OF GOOD STANDING
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14B Guarantor Cert

9.6.26 (HM)
Attachment 14B
Exhibit E
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT E

RESOLUTIONS
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14B Guarantor Cert

9.6.26 (HM)
Attachment 14B
Exhibit F
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT F

EVIDENCE OF SATISFACTION OF MINIMUM ASSET STANDARDS
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14C Guarantor
Date Down 9.7.26 (HM)
ATTACHMENT 14C
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 14C

FORM OF GUARANTOR DATE DOWN CERTIFICATE
This Certificate is being delivered pursuant to that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8, dated as of _______________, 2026 {if amended, insert relevant amendment information } (“DDA”), by and between {if amended, insert relevant amendment information and insert relevant current Developer information;}___________, a ____________ successor in interest to] CD-CW (Tustin) LLC, a Colorado limited liability company (“Developer”), and the City of Tustin, a municipal corporation of the State of California (the “City”). Capitalized terms used herein that are not defined herein shall have the meanings specified in the DDA.

I, the undersigned, am the duly elected and qualified {state office held} of ________________, a _____________________ (“Guarantor”),
1 duly organized and existing under the laws of the
State of _________________, and I am authorized by Guarantor to make the certifications contained in this Certificate. This Certificate is provided at the request of Developer to satisfy the requirements set forth in the DDA as well as to reaffirm the effectiveness of the Guaranty and is provided in furtherance of the Project contemplated in the DDA.

I further certify to the City, for and on behalf of Guarantor, as follows as of the date of this Certificate:

1. Except as otherwise set forth on Schedule 1 attached hereto and made a part hereof, all of the matters set forth in the Original Guarantor Certificate dated [___________], 202_ attached hereto as Exhibit A (“Original Certificate”) are true and correct in all material respects as of the date hereof, and the instruments attached there have not, except as identified on and attached to Schedule 1, been amended or revised in any way and remain in full force and effect as of the date hereof.

2. Attached to this Certificate as Exhibit B is a true and correct copy of the certificate of good standing for Guarantor issued by the appropriate officials of the Guarantor’s state of formation and the State of California, each dated not earlier than thirty (30) days prior to the date of this Certificate.2

3. The Guaranty as amended by the Reaffirmation of Guaranty is in full force and effect and has not been modified, and will not be modified, amended or terminated without the prior consent of the City, in its sole discretion.

4. [___________] is a {state office held} of Guarantor (“Authorized Officer”) and is duly authorized by Guarantor to execute the Guaranty and any and all instruments, documents and other agreements required in connection therewith in accordance with the documents attached as 1 Note to Draft: If Guarantor is comprised of more than one entity, each entity will be required to execute a certificate in this form, with appropriate modifications to the defined terms in the text. 2 Note to Draft: Delete if Guarantor is a common law trust.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14C Guarantor
Date Down 9.7.26 (HM)
ATTACHMENT 14C
2 City of Tustin/Confluent Development
Portion of Disposition Area 8
exhibits to this Certificate. The undersigned certifies that the signature affixed to the Guaranty is the genuine signature of the Authorized Officers.

Dated: ______________________ GUARANTOR:
[insert entity]
By:

Name: _________________________
Title: __________________________
By:

Name: _________________________
Title: __________________________
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14C Guarantor
Date Down 9.7.26 (HM)
ATTACHMENT 14C
Exhibit A
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT A

ORIGINAL GUARANTOR CERTIFICATE
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14C Guarantor
Date Down 9.7.26 (HM)
ATTACHMENT 14C
Exhibit B
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT B

CERTIFICATES OF GOOD STANDING
________________SECRETARY OF STATE AND

CALIFORNIA SECRETARY OF STATE
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14C Guarantor
Date Down 9.7.26 (HM)
ATTACHMENT 14C
Schedule 1
City of Tustin/Confluent Development
Portion of Disposition Area 8
SCHEDULE 1
{If none—enter None}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14D Guaranty Opinion

8.21.25 (HM)
Attachment 14D
1 City of Tustin/Confluent Development.

Portion of Disposition Area 8
ATTACHMENT 14D

FORM OF GUARANTY OPINION
[LETTERHEAD OF LAW FIRM]
_________________ __, 20__
City of Tustin, California (the “City”)
300 Centennial Way
Tustin, CA 92780
Re: Guaranty Agreement made by Guarantor (as defined herein) in favor of City dated as of ________________, 20__ (“Guaranty”)
Ladies and Gentlemen:

We have acted as special counsel to _______________, a
______________(“Guarantor”), in connection with the Guaranty (as defined above).

In our capacity as such special counsel, and in connection with this opinion letter, we have examined and relied upon copies of each of the following, each of which is attached to the Certificate of [Officer] of Guarantor (“Guarantor Certificate”) executed by the officer(s) named therein on behalf of Guarantor in favor of the City on this date:
1 1. Certificate of Formation ______________ ({if applicable} as amended], “Certificate of Formation”);

2. ([{if applicable} as amended], and together with the Certificate of Formation, “Guarantor’s Organizational Documents”);

3. Certificate of Good Standing of Guarantor issued by the Secretary of State of the State of _______________, dated __________________, 20__;

4. Certificate of Good Standing Foreign ______________ of Guarantor issued by the Secretary of State of the State of California, dated ___________, 20__;

5. Action by Unanimous Written Consent of the Board of Directors of Guarantor, dated as of _____________________, 20__; and

6. The Guaranty.

We have assumed the genuineness of all signatures including, relying on the Guarantor Certificate, the genuineness of the signatures on the Guaranty of the persons signing the Guaranty, 1 To the extent the form of entity of Guarantor or the documents referenced in the Guarantor Certificate are different from those listed here, this list to be updated to reflect the correct information.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A City of Tustin
___________ __, 20__

Page 2 ends

Tustin Confluent DDA Att 14D Guaranty
Opinion 8.21.25 (HM)
Attachment 14D
2 City of Tustin/Confluent Development
Portion of Disposition Area 8
on behalf of the Guarantor. We also have assumed the authenticity and completeness of all items submitted to us as originals, the conformity with originals of all items submitted to us as copies, and the accuracy and completeness of all records made available to us by Guarantor. We have assumed that any certificate or other document on which we have relied that was given or dated earlier than the date of this opinion letter continued to remain accurate insofar as relevant to our opinions from such earlier date through and including the date of this opinion letter. In making our examination of the Guaranty, we have assumed: that City was in legal existence and had the power to accept the Guaranty, and that any person acting on behalf of the City was duly authorized to act in that capacity; that the conduct of the City in connection with the transaction to which the Guaranty relates (the “Transaction”) has complied with any requirement of good faith, fair dealing and conscionability; and that the City and any agent acting for the City in connection with the Transaction have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred to the City or created in favor of the City as part of, the Transaction. We have assumed the legal capacity of all natural persons executing the Guaranty or any other document on which our opinions expressed in this opinion letter have relied. We have assumed that there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, or qualify the terms of the Guaranty. We have assumed that there has not been any mutual mistake of fact or other mutual misunderstanding, or any fraud, duress or undue influence relevant to the Guaranty.

All assumptions stated herein have been made based upon appropriate certifications of parties purporting to have knowledge of the facts and we are not aware of any inconsistent information.

Based upon and subject to the foregoing, and subject to the qualifications set forth below, we are of the opinion that:
(a) Guarantor is a ________________ validly existing and in good standing under the laws of the State of _____________. Guarantor has full limited liability company power and authority under the [___________ Limited Liability Company Act] (the “Act”) and Guarantor’s Organizational Documents to enter into and perform its obligations under the Guaranty.2 Guarantor has duly registered to transact intrastate business as a foreign limited liability company in, and is in good standing in, the State of California.
(b) The execution, delivery and performance of the Guaranty and the Guarantor Certificate have been duly authorized by all requisite action under the Act and Guarantor’s Organizational Documents on the part of Guarantor, and the Guaranty and the Guarantor Certificate have been duly executed and delivered by Guarantor.
2 Cite to relevant statutory section for the type of entity and relevant state.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A City of Tustin
___________ __, 20__

Page 3 ends

Tustin Confluent DDA Att 14D Guaranty
Opinion 8.21.25 (HM)
Attachment 14D
3 City of Tustin/Confluent Development
Portion of Disposition Area 8
(c) The Guaranty constitutes the valid and binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms. (d) Guarantor’s execution and delivery of the Guaranty and Guarantor’s performance and observance of and compliance with the provisions of the Guaranty do not conflict with or result in a violation of Guarantor’s Organizational Documents.

The opinions expressed in paragraph (c) above are subject to each of the following qualifications:
(i) The enforceability of the Guaranty is subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally. (ii) The enforceability of the Guaranty is subject to limitations imposed by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(iii) We advise you of California statutory provisions and case law to the effect that a guarantor may be discharged, in whole or in part, if the beneficiary of the guaranty alters the obligation of the principal, fails to inform the guarantor of material information pertinent to the principal or any collateral, elects remedies that may impair either the subrogation or reimbursement rights of the guarantor against the principal or the value of any collateral, fails to accord the guarantor the provisions afforded a debtor under Division 9 of the California UCC or otherwise takes any action that materially prejudices the guarantor, unless in any such case, the guarantor has effectively waived such rights or the consequences of such action or has consented to such action. See, e.g., California Civil Code Section 2799 through Section 2855; California Uniform Commercial Code § 9-602, Sumitomo Bank of California v. Iwasaki, 70 Cal. 2d 81, 73 Cal. Rptr. 564 (1968); Union Bank v. Gradsky, 265 Cal. App. 2d 40, 71 Cal. Rptr. 64 (1968). While California Civil Code Section 2856 and related case law provide that express waivers of a guarantor’s right to be discharged, such as those contained in the Guaranty, are generally enforceable under California law, we express no opinion regarding the effectiveness of the waivers in the Guaranty.
(iv) Certain provisions of the Guaranty may not be enforceable; nevertheless, subject to the limitations expressed elsewhere in this opinion letter, upon the material breach by Guarantor of its obligations thereunder, such unenforceability will not preclude the City from recovering from Guarantor, in accordance with applicable law, such damages as were proximately caused by such breach.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A City of Tustin
___________ __, 20__

Page 4 ends

Tustin Confluent DDA Att 14D Guaranty
Opinion 8.21.25 (HM)
Attachment 14D
4 City of Tustin/Confluent Development
Portion of Disposition Area 8
Our examination of law relevant to the matters herein is limited to the laws of the State of California, the State of _____________, and federal law. We have not made an independent review of the laws of any state other than as set forth in the immediately preceding sentence.

This opinion letter is furnished by us as special counsel for Guarantor solely in connection with the Guaranty and may be relied upon only by you and by transferees of the Guaranty and solely in connection with the Guaranty. No attorney-client relationship has existed or exists between our firm and you regarding this matter. Our opinion letter may not be used, quoted from, referred to or relied upon in whole or in part by you or by any other person for any other purpose, nor may copies be delivered to any other person, without our prior written consent in each instance.

We shall have no obligation to revise or reissue this opinion letter with respect to any change in law or any event, fact, circumstance or transaction which occurs after the date hereof.

This opinion letter and the opinions it contains shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association Business Law Section as published in 53 Business Lawyer 831 (May 1998).

Very truly yours,
______________________________[name of firm]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14E Guaranty
Reaffirmation 8.21.25 (HM)
ATTACHMENT 14E
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 14E

FORM OF GUARANTY REAFFIRMATION
Reaffirmation of Guaranty
Reference is made to (a) the Disposition and Development Agreement for Portions of Disposition Area 8 (Tustin Legacy), dated as of _______________, 202_ {if amended, insert relevant amendment information} (the “DDA”), by and between_______________, a ____________ (“Developer”) and the City of Tustin, a municipal corporation of the State of California (the “City”) and (b) the Guaranty, dated as of ___________, 202_ (the “Guaranty”), made by _________________, a __________________(“Guarantor”) in favor of the City, under the terms of the DDA. Capitalized terms used herein that are not defined herein shall have the meanings specified in the DDA.

1. This Reaffirmation of Guaranty (this “Reaffirmation”) is made by Guarantor in satisfaction of the condition to the Transfer described in Section _____ of the DDA or as otherwise required under the terms of the DDA.

2. Guarantor represents and warrants to the City that the execution, delivery, and performance of this Reaffirmation is not in contravention of any law, rule, or regulation, of any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of any contract or undertaking to which Guarantor is a party or by which any of its properties may be bound or affected.

3. Guarantor hereby agrees that the Guaranty is and will remain in full force and effect following the Transfer and acknowledges and reaffirms all of Guarantor’s obligations owing to the City under the Guaranty, whenever arising.
{signature page follows}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 14E Guaranty
Reaffirmation 8.21.25 (HM)
ATTACHMENT 14E
2 City of Tustin/Confluent Development
Portion of Disposition Area 8
[INSERT GUARANTOR ENTITY NAME]
Dated: ______________________
By: _______________________________
Name:

Title:

By: _______________________________
Name:

Title:

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A City of Tustin
___________ __, 20__

Page 1 ends

Tustin Confluent DDA Att 14F Reaff
Legal Opinion 8.21.25 (HM)
Attachment 14F
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 14F

FORM OF REAFFIRMED GUARANTY OPINION
[LETTERHEAD OF FIRM EXECUTING ORIGINAL GUARANTY OPINION] _________________ __, 20__
City of Tustin, California (the “City”)
300 Centennial Way
Tustin, CA 92780
Re: Guaranty Agreement made by Guarantor (as defined herein) in favor of City dated as of ________________, 20 _ (“Guaranty”)
Ladies and Gentlemen:

We have acted as special counsel to ________________, a _________________ (“Guarantor”), in connection with the Guaranty (as defined above).

1. Certificate of Formation ______________ ({if applicable} as amended], “Certificate of Formation”);

2. ([{if applicable} as amended], and together with the Certificate of Formation, “Guarantor’s Organizational Documents”);

3. Certificate of Good Standing of Guarantor issued by the Secretary of State of the State of _______________, dated __________________, 20__;

4. Certificate of Good Standing Foreign ______________ of Guarantor issued by the Secretary of State of the State of California, dated ___________, 20__;

5. Action by Unanimous Written Consent of the Board of Directors of Guarantor, dated as of _____________________, 20__; and

6. The Guaranty.
1 To the extent the form of entity of Guarantor or the documents referenced in the Guarantor Certificate are different from those listed here, this list to be updated to reflect the correct information.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A City of Tustin
___________ __, 20__

Page 2 ends

Tustin Confluent DDA Att 14F Reaff
Legal Opinion 8.21.25 (HM)
Attachment 14F
2 City of Tustin/Confluent Development
Portion of Disposition Area 8

7. The Reaffirmation of Guaranty, dated _____________, 20__ (the “Reaffirmation of Guaranty”), executed by the Guarantor for the benefit of the City (the Guaranty and the Reaffirmation of Guaranty are referred to collectively as the “Guaranty Documents”).

We have assumed the genuineness of all signatures including, relying on the Guarantor Certificate, the genuineness of the signatures on the Guaranty Documents of the persons signing the those instruments on behalf of the Guarantor. We also have assumed the authenticity and completeness of all items submitted to us as originals, the conformity with originals of all items submitted to us as copies, and the accuracy and completeness of all records made available to us by Guarantor. We have assumed that any certificate or other document on which we have relied that was given or dated earlier than the date of this opinion letter continued to remain accurate insofar as relevant to our opinions from such earlier date through and including the date of this opinion letter. In making our examination of the Guaranty Documents, we have assumed: that City was in legal existence and had the power to accept the Guaranty Documents, and that any person acting on behalf of the City was duly authorized to act in that capacity; that the conduct of the City in connection with the transaction to which the Guaranty relates (the “Transaction”) has complied with any requirement of good faith, fair dealing and conscionability; and that the City and any agent acting for the City in connection with the Transaction have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred to the City or created in favor of the City as part of, the Transaction. We have assumed the legal capacity of all natural persons executing the Guaranty Documents or any other document on which our opinions expressed in this opinion letter have relied. We have assumed that there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, or qualify the terms of the Guaranty Documents. We have assumed that there has not been any mutual mistake of fact or other mutual misunderstanding, or any fraud, duress or undue influence relevant to the Guaranty Documents.

All assumptions stated herein have been made based upon appropriate certifications of parties purporting to have knowledge of the facts and we are not aware of any inconsistent information.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A City of Tustin
___________ __, 20__

Page 3 ends

Tustin Confluent DDA Att 14F Reaff
Legal Opinion 8.21.25 (HM)
Attachment 14F
3 City of Tustin/Confluent Development
Portion of Disposition Area 8
limited liability company in, and is in good standing in, the State of California.
(b) The execution, delivery and performance of the Guaranty Documents and the Guarantor Certificate have been duly authorized by all requisite action under the Act and Guarantor’s Organizational Documents on the part of Guarantor, and the Guaranty Documents and the Guarantor Certificate have been duly executed and delivered by Guarantor.
(c) The Guaranty, as reaffirmed under the terms of the Reaffirmation of Guaranty, constitutes the valid and binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms. (d) Guarantor’s execution and delivery of the Guaranty Documents and Guarantor’s performance and observance of and compliance with the provisions of the Guaranty, as reaffirmed under the terms of the Reaffirmation of Guaranty, do not conflict with or result in a violation of Guarantor’s Organizational Documents.

The opinions expressed in paragraph (c) above are subject to each of the following qualifications:
(i) The enforceability of the Guaranty Documents is subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally.
(ii) The enforceability of the Guaranty Documents is subject to limitations imposed by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) We advise you of California statutory provisions and case law to the effect that a guarantor may be discharged, in whole or in part, if the beneficiary of the guaranty alters the obligation of the principal, fails to inform the guarantor of material information pertinent to the principal or any collateral, elects remedies that may impair either the subrogation or reimbursement rights of the guarantor against the principal or the value of any collateral, fails to accord the guarantor the provisions afforded a debtor under Division 9 of the California UCC or otherwise takes any action that materially prejudices the guarantor, unless in any such case, the guarantor has effectively waived such rights or the consequences of such action or has consented to such action. See, e.g., California Civil Code Section 2799 through Section 2855; California Uniform Commercial Code § 9-602, Sumitomo Bank of California v. Iwasaki, 70 Cal. 2d 81, 73 Cal. Rptr. 564 Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A City of Tustin
___________ __, 20__

Page 4 ends

Tustin Confluent DDA Att 14F Reaff
Legal Opinion 8.21.25 (HM)
Attachment 14F
4 City of Tustin/Confluent Development
Portion of Disposition Area 8
(1968); Union Bank v. Gradsky, 265 Cal. App. 2d 40, 71 Cal. Rptr. 64 (1968). While California Civil Code Section 2856 and related case law provide that express waivers of a guarantor’s right to be discharged, such as those contained in the Guaranty, are generally enforceable under California law, we express no opinion regarding the effectiveness of the waivers in the Guaranty.
(iv) Certain provisions of the Guaranty may not be enforceable; nevertheless, subject to the limitations expressed elsewhere in this opinion letter, upon the material breach by Guarantor of its obligations thereunder, such unenforceability will not preclude the City from recovering from Guarantor, in accordance with applicable law, such damages as were proximately caused by such breach.

Our examination of law relevant to the matters herein is limited to the laws of the State of California, the State of ___________ and federal law. We have not made an independent review of the laws of any state other than as set forth in the immediately preceding sentence.

This opinion letter is furnished by us as special counsel for Guarantor solely in connection with the Guaranty Documents and may be relied upon only by you and by transferees of the Guaranty and solely in connection with the Guaranty Documents. No attorney-client relationship has existed or exists between our firm and you regarding this matter. Our opinion letter may not be used, quoted from, referred to or relied upon in whole or in part by you or by any other person for any other purpose, nor may copies be delivered to any other person, without our prior written consent in each instance. We shall have no obligation to revise or reissue this opinion letter with respect to any change in law or any event, fact, circumstance or transaction which occurs after the date hereof.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A City of Tustin
___________ __, 20__

Page 5 ends

Tustin Confluent DDA Att 14F Reaff
Legal Opinion 8.21.25 (HM)
Attachment 14F
5 City of Tustin/Confluent Development
Portion of Disposition Area 8
Very truly yours,
______________________________[name of firm]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15A Equity
Investor Cert 09.12.26 (HM)
ATTACHMENT 15A
1 City of Tustin/Confluent Dev.

Portion of Disposition Area 8
ATTACHMENT 15A

FORM OF ORIGINAL EQUITY INVESTOR CERTIFICATE
This Certificate is being delivered in connection with that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8, dated as of _______________, 20__ {if amended, insert relevant amendment information} (the “DDA”), by and between ____________, a_____________, and the City of Tustin, a municipal corporation of the State of California (the “City”). Capitalized terms used herein that are not defined herein shall have the meanings specified in the DDA.

I, the undersigned, am the duly elected and qualified [officer title] of______________ (“Company”), a _______________ organized and existing under the laws of the State of _______, and I am authorized by Company to make the certifications contained in this Certificate. This Certificate is provided at the request of _____________, a _________ (“Developer”) to [{For contemporaneous delivery with the DDA} induce the City to enter into the DDA] [{For Close of Escrow or Transfer} to satisfy the requirements for [{For Close of Escrow:} Close of Escrow {For Transfer:} a Transfer] set forth in the DDA] [and {insert name of post-closing agreement if applicable}].

I further certify to the City, for and on behalf of Company, as follows as of the date of this Certificate:

1. Company is the Controlling Person of Developer and is the “Equity Investor” as such term is defined in the DDA with respect to the Project described in the DDA.1

2. The undersigned is the duly appointed [officer title] and has the authority on behalf of Company to execute and deliver this Certificate on behalf of Company as evidenced by the incumbency certificate attached as Exhibit A and the other documents attached as exhibits to this Certificate.

3. Company and Developer have entered into that certain Equity Funding Agreement, dated as of ____________, 20__ (“Equity Commitment”), which is attached hereto as Exhibit B, pursuant to which Company has agreed to make certain contributions to Developer as equity capital to pay Development Costs (as defined in the DDA) incurred by Developer (“Contributions”), all as more particularly set forth and in and subject to the terms of the Equity Commitment. Exhibit B is a true and complete copy of the Equity Commitment, is in full force and effect and has not been modified, and will not be modified, amended or terminated without the prior consent of the City, in its sole discretion. The Equity Commitment was duly executed and delivered by _________________, an authorized signatory of the Company, who had the authority to do so and each is a valid and binding obligation of the Company, in full force and effect 1 Modify text to describe relationship of Equity Investor to Developer.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15A Equity
Investor Cert 09.12.26 (HM)
ATTACHMENT 15A
2 City of Tustin/Confluent Dev.

Portion of Disposition Area 8
and fully enforceable in accordance with its terms.

4. Attached hereto as Exhibit C are true and complete copies of the [Certificate of Formation or equivalent document] of Company and any and all amendments thereto in effect on the date hereof which, except as attached, have not been amended or revised in any way and remain in full force and effect as of the date hereof.2

5. Attached hereto as Exhibit D are true and complete copy of the [Limited Liability Company Agreement or equivalent document] of Company and any and all amendments thereto in effect on the date hereof which, except as attached, have not been amended or revised in any way and remain in full force and effect as of the date hereof.

6. Attached hereto as Exhibit E are a true and complete copy of (a) a certificate of good standing for Company from the Secretary of State of the State of Delaware, and (b) a certificate of good standing and foreign entity registration from the Secretary of State of the State of California, each dated not earlier than thirty (30) days prior to the date of this Certificate.

7. Attached hereto as Exhibit F is a true and complete copies of the resolutions adopted by the [board of directors or equivalent governing body] of Equity Investor to authorize the funding of the Contributions and the execution of the Equity Commitment, which resolutions have not been amended or revised in any way and remain in full force and effect as of the date hereof. All required approvals of or from the Company required 2 Equity Investor to attach the following as applicable:
(a) A certificate of formation or incorporation, California foreign entity registration, and a fully executed copy of the bylaws (including any amendments thereto) of Approved Equity Investor (or if Approved Equity Investor is not a limited liability company, provide comparable documents for entity type proposed) and copies of any applicable operating agreements, joint venture agreements or equivalent instruments governing the entity;
(b) Certificates of good standing and tax good standing for the Approved Equity Investor and, if applicable, its managing members or general partners, issued within thirty (30) calendar days prior to the effective date of the Equity Commitment by the Secretary of State of the state of incorporation and the applicable taxing authority of the state in which the Approved Equity Investor is formed, if other than California, and by the California Secretary of State (if registration is required by applicable law);
(c) Copies of all resolutions or other necessary actions, if any, taken by Approved Equity Investor to authorize the funding of the Development Costs and the Project and the execution of the Equity Commitment;
(d) Evidence of authority of the individual(s) executing the Equity Investor Original Certificate and the Equity Commitment to bind Approved Equity Investor to, and to execute the Equity Investor Original Certificate and the Equity Commitment; and
(e) A copy of any Fictitious Business Name Statement, if any, as published and filed with the Clerk Recorder of Orange County, California.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15A Equity
Investor Cert 09.12.26 (HM)
ATTACHMENT 15A
3 City of Tustin/Confluent Dev.

Portion of Disposition Area 8
prior to execution of the Equity Commitment were properly obtained.

8. Company has not taken any action looking toward its dissolution, and no event, whether voluntary or involuntary, has occurred that has caused the dissolution of Company or Developer, and there are no proceedings pending or contemplated for the merger, consolidation, conversion, dissolution, liquidation or termination of Company or Developer.

9. Company’s ability to make Contributions as and when required under the Equity Commitment is not contingent on third-party financing. Company has the financial capacity, Liquid Assets and Net Worth sufficient to meet the requirements of the DDA and to allow Company to make the Contributions as and when required under the Equity Commitment.

This Certificate is being furnished to the City solely to assist it in conducting its investigation of Company’s financial resources in connection with Company’s obligation to make contributions in accordance with the terms of the Equity Commitment. The undersigned acknowledges and agrees on behalf of Company that the City intends to rely on the information in this Certificate and that this Certificate may be relied upon by the City for the purposes described in this paragraph.
{signature page follows}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15A Equity
Investor Cert 09.12.26 (HM)
ATTACHMENT 15A
S-1
City of Tustin/Confluent Dev.

Portion of Disposition Area 8
Dated: ______________________

COMPANY
_____________________, a ____________
By: _______________________________
Name:

Title:

By: _______________________________
Name:

Title:

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15A Equity
Investor Cert 09.12.26 (HM)
ATTACHMENT 15A

EXHIBIT A
City of Tustin/Confluent Dev.

Portion of Disposition Area 8

EXHIBIT A

INCUMBENCY CERTIFICATE
[see attached]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15A Equity
Investor Cert 09.12.26 (HM)
ATTACHMENT 15A

EXHIBIT B
City of Tustin/Confluent Dev.

Portion of Disposition Area 8

EXHIBIT B

EQUITY COMMITMENT
[see attached]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15A Equity
Investor Cert 09.12.26 (HM)
ATTACHMENT 15A

EXHIBIT C
City of Tustin/Confluent Dev.

Portion of Disposition Area 8

EXHIBIT C

CERTIFICATE OF FORMATION
[see attached]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15A Equity
Investor Cert 09.12.26 (HM)
ATTACHMENT 15A

EXHIBIT D
City of Tustin/Confluent Dev.

Portion of Disposition Area 8

EXHIBIT D

OPERATING AGREEMENT AND BYLAWS
[see attached]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15A Equity
Investor Cert 09.12.26 (HM)
ATTACHMENT 15A

EXHIBIT E
City of Tustin/Confluent Dev.

Portion of Disposition Area 8

EXHIBIT E

CERTIFICATES OF GOOD STANDING
[see attached]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15A Equity
Investor Cert 09.12.26 (HM)
ATTACHMENT 15A

EXHIBIT F

RESOLUTIONS
[see attached]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15B Equity Date
Down 09.12.26 (HM)
ATTACHMENT 15B
1 City of Tustin/Confluent Dev.

Portion of Disposition Area 8
ATTACHMENT 15B

FORM OF EQUITY INVESTOR DATE DOWN CERTIFICATE
This Certificate is being delivered pursuant to certain Tustin Legacy Disposition and Development Agreement for Portions of Disposition Area 8, dated as of _______________, 20__ {if amended, insert relevant amendment information} (the “DDA”), by and between _____________, a ____________, and the City of Tustin, a municipal corporation of the State of California (the “City”). Capitalized terms used herein that are not defined herein shall have the meanings specified in the DDA.

I, the undersigned, am the duly elected and qualified {state office held} of ________________ (“Company”), a _______________ duly organized and existing under the laws of the State of__________, and I am authorized by Company to make the certifications contained in this Certificate. This Certificate is provided at the request of ___________, a __________ (“Developer”) to satisfy the requirements for [{For Close of Escrow:} Close of Escrow {For Transfer:} a Transfer] set forth in the DDA.

I further certify to the City, for and on behalf of Company, as follows as of the date of this Certificate:

1. Except as otherwise set forth on Schedule 1 attached hereto and made a part hereof, all of the matters set forth in the Original Equity Investor Certificate dated ___________, 20__ attached hereto as Exhibit A (“Original Certificate”) are true and correct in all material respects as of the date hereof, and the instruments attached there have not, except as identified on and attached to Schedule 1, been amended or revised in any way and remain in full force and effect as of the date hereof.

2. Attached hereto as Exhibit B are a true and complete copy of (a) a certificate of good standing for Company from the Secretary of State of the State of ___________, and (b) a certificate of good standing and foreign entity registration from the Secretary of State of the State of California, each dated not earlier than thirty (30) days prior to the date of this Certificate.

3. The Equity Commitment (as defined in the Original Certificate) is in full force and effect and has not been modified, and will not be modified, amended or terminated without the prior consent of the City, in its sole discretion.

4. The Equity Commitment (as defined in the Original Certificate) is in full force and effect and has not been modified, and will not be modified, amended or terminated without the prior consent of the City, in its sole discretion.
{If the Equity Commitment has been amended or modified, delete the text above and replace with the following:} Company and Developer have entered into that certain {specify document committing to provide funds and amendments or restatements} (“Equity Commitment”), a copy of which is attached hereto as Exhibit C, which Equity Commitment will not be further modified, amended or terminated without the prior consent of the City, in its sole discretion.]

5. This date down certificate provided by Company to the City prior and as a condition to [{For Close of Escrow:} Close of Escrow {For Transfer:} a Transfer] shall reflect Company’s Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15B Equity Date
Down 09.12.26 (HM)
ATTACHMENT 15B
2 City of Tustin/Confluent Dev.

Portion of Disposition Area 8
commitment to make Contributions in the amount of the required peak capital set forth in the Updated Financing Plan approved by the City.

6. [Insert name of person signing], is a {state office held} of Company and is in such capacity, duly authorized by Company to execute any and all instruments, documents and other agreements required in connection with the Equity Commitment in accordance with the proceedings showing authority attached to the Original Certificate. {signature page follows}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15B Equity Date
Down 09.12.26 (HM)
ATTACHMENT 15B
S-1
City of Tustin/Confluent Dev.

Portion of Disposition Area 8
Dated: ______________________ COMPANY:
_______________ , a ____________
By:

Name:

Title:

By:

Name:

Title:

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15B Equity Date
Down 09.12.26 (HM)
ATTACHMENT 15B

EXHIBIT A
City of Tustin/Confluent Dev.

Portion of Disposition Area 8

EXHIBIT A

ORIGINAL EQUITY INVESTOR CERTIFICATE
[see attached]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15B Equity Date
Down 09.12.26 (HM)
ATTACHMENT 15B

EXHIBIT B
City of Tustin/Confluent Dev.

Portion of Disposition Area 8

EXHIBIT B
CERTIFICATE[S] OF GOOD STANDING
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15B Equity Date
Down 09.12.26 (HM)
ATTACHMENT 15B

EXHIBIT C
City of Tustin/Confluent Dev.

Portion of Disposition Area 8
[EXHIBIT C
UPDATED COMMITMENT LETTER AGREEMENT]
[see attached]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15B Equity Date
Down 09.12.26 (HM)
ATTACHMENT 15B
SCHEDULE 1
City of Tustin/Confluent Dev.

Portion of Disposition Area 8
SCHEDULE 1
{If none—enter None}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15C Form Equity
Commitment 10.1.26 (HM)
ATTACHMENT 15C City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 15C

FORM OF INITIAL EQUITY INVESTOR EQUITY COMMITMENT

EQUITY FUNDING AGREEMENT
This Equity Funding Agreement (this “Agreement”) is entered into as of October 1, 2026 (the “Effective Date”), by PRISA II LHC, LLC, a Delaware limited liability company (“Equity Investor”), for the benefit of PII SL Tustin Legacy Propco, LLC, a Delaware limited liability company, as “Developer” under the DDA referred to below (in such capacity “Developer”).

BACKGROUND
A. The City of Tustin, a California municipal corporation (“City”), and CD-CW (Tustin) LLC, a Colorado limited liability company (“Initial Developer”), are parties to the Tustin Legacy Disposition and Development Agreement for Portion of Area 8, dated as of _____________, 2026 (as it may be amended from time to time, the “DDA”). Capitalized terms used in this Agreement without other definition are used with the meanings specified in the DDA.

B. Under the terms of the DDA, Initial Developer has agreed to acquire the Real Property and to develop and Complete the Project.

C. Upon the Close of Escrow, Developer, which will then be Controlled by Equity Investor, will become the “Developer” under the terms of the DDA.

D. As a condition to entering into the DDA, City has required that Equity Investor execute and deliver this Agreement to provide assurance to City that equity capital up to the Funding Limit (as defined below) will be made available to Developer to permit Developer to Complete the Project.

AGREEMENT
To induce City to enter into the DDA, Equity Investor agrees as follows:

1. Commitment to Fund; Purpose.

Following Equity Investor’s delivery of a written acknowledgment (a “Satisfaction Notice”) of the satisfaction of the conditions (the “Pre-Closing Conditions”) described on the attached Schedule 1 to this Agreement prior to or concurrently with the Close of Escrow, Equity Investor agrees to make, or cause to be made, contributions not exceeding the Funding Limit (as defined below) in cash to the equity of Developer as and when needed so that Developer will at all times have the equity capital necessary to fund budgeted costs as set forth in the budget attached to the Updated Financing Plan (“Equity Contributions”) (i) to Complete the Project as required by the terms of the DDA and (ii) to otherwise perform and satisfy Developer’s obligations under the DDA and the Other Agreements (the obligations described in the foregoing clauses (i) and (ii) being referred to as the “DDA Obligations”), in each case until the issuance of the Final Certificate of Compliance under the DDA. This Agreement is intended to provide assurance to Developer and City that such equity capital will be available to Developer on a timely basis.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15C Form Equity
Commitment 10.1.26 (HM)
ATTACHMENT 15C
2 City of Tustin/Confluent Development
Portion of Disposition Area 8

2. Use of Funds.

Equity Contributions shall be used by Developer exclusively for the payment of Development Costs under the DDA, other than pre-development costs incurred prior to the Close of Escrow, which may not be funded with Equity Contributions under this Agreement. To the extent that any Development Costs consist of payments (including without limitation, distributions to or returns of previously invested equity contributions) to entities Controlling, Controlled by, or under common Control with, Developer, the Manager, Clearwater, Confluent, or Equity Investor, the Funding Limit shall automatically be increased by the amount of such payments, provided however that the Funding Limit shall not be increased as a result of any such payments comprising budgeted development fees, contractor fees, and other fees made in the ordinary course and in amounts consistent with line items on the then-Approved Financing Plan.

3. Requisitions.

Developer shall have the right, and shall be obligated, to periodically make demand upon Equity Investor for Equity Contributions as and when needed for the timely payment of Development Costs (each, a “Requisition”). Each Requisition shall specify the amount requested and the Development Costs to be paid from the proceeds of the Requisition. Equity Investor shall fund each properly submitted Requisition in cash when necessary to permit Developer to make timely payment of the applicable Development Costs and perform the DDA Obligations.

4. Funding Limit.

Equity Investor’s obligation to make Equity Contributions under this Agreement shall not exceed $69,434,688.60 in the aggregate (the “Funding Limit”), exclusive of any reasonable attorney fees and costs awarded pursuant to the provisions of Section 10.

5. Unconditional and Unqualified Obligation.

Subject only to the satisfaction of the Pre-Closing Conditions and until Equity Investor’s obligations are discharged in accordance with Section 7, Equity Investor’s obligation to make Equity Contributions under this Agreement is absolute, unconditional, and irrevocable, up to the Funding Limit, and shall not be affected, impaired, reduced, released, or discharged by, and Equity Investor waives to the fullest extent permitted by law any defense to its obligation to make Equity Contributions arising out of, any of the following:
(a) any financial distress, insolvency, or other inability of Developer to perform the DDA Obligations;
(b) any delay, Force Majeure Delay, or other circumstance hindering or preventing completion of the Project, except as provided in the DDA; (c) any bankruptcy, insolvency, reorganization, receivership, or similar proceeding involving Developer;
(d) the failure to satisfy any conditions to draws under any debt financing for the Project due to or as a result of a failure by Equity Investor to timely advance equity contributions as required by this Agreement or the joint venture agreement for the JV Entity; and Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15C Form Equity
Commitment 10.1.26 (HM)
ATTACHMENT 15C
3 City of Tustin/Confluent Development
Portion of Disposition Area 8
(e) any failure by Developer to comply with the DDA Obligations.

6. Third-Party Beneficiary; City’s Enforcement Rights.

City is an intended third-party beneficiary of this Agreement and shall have the right, but not the obligation, (i) to enforce directly against Equity Investor the obligations of Equity Investor under this Agreement, and (ii) to require Developer to submit a Requisition for Equity Contributions as and when needed for the timely payment of Development Costs. No amendment, modification, waiver, or termination of this Agreement, and no consent to any departure by Equity Investor or Developer from the terms of this Agreement, shall be effective against City without City’s prior written consent.

7. Term.

This Agreement is effective as of the Effective Date and shall continue in full force and effect until the later to occur of (i) the date of the Recording by City of the Final Certificate of Compliance and (ii) the date on which all of Developer’s obligations to pay Development Costs under the DDA have been satisfied in full, but this Agreement shall in any case terminate when Equity Investor has made Equity Contributions in the amount of the Funding Limit; provided, however, this Agreement shall terminate on January 31, 2027 if Equity Investor fails to deliver a Satisfaction Notice prior to such date.

8. Representations and Warranties of Equity Investor.

Equity Investor represents and warrants to Developer and City, as of the Effective Date, as follows:
(a) Organization and Authority. Equity Investor is duly organized, validly existing, and in good standing under the laws of its state of formation, and has all requisite power and authority to execute, deliver, and perform this Agreement. (b) Due Authorization; Enforceability. This Agreement has been duly authorized, executed, and delivered by Equity Investor and constitutes the legal, valid, and binding obligation of Equity Investor, enforceable against Equity Investor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other laws affecting creditors’ rights generally and by general principles of equity. (c) No Conflict. Neither the execution and delivery of this Agreement nor the performance by Equity Investor of its obligations hereunder will conflict with, or constitute a default under, Equity Investor’s organizational documents or any material agreement to which Equity Investor is a party.
(d) Control of Developer. Upon the occurrence of the Close of Escrow, Equity Investor will Control Developer.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15C Form Equity
Commitment 10.1.26 (HM)
ATTACHMENT 15C
4 City of Tustin/Confluent Development
Portion of Disposition Area 8

9. Default; Remedies.

If Equity Investor fails to make any Equity Contribution required under this Agreement when required, City or Developer (or both of them) may (i) bring an action for specific performance of Equity Investor’s obligations under this Agreement, and (ii) pursue any other remedy available to enforce Equity Investor’s obligations hereunder. The rights and remedies of City and Developer under this Agreement are cumulative and not exclusive of any other rights and remedies provided by law or available in equity.

10. Attorneys’ Fees and Costs.

In the event City brings any enforcement action against Equity Investor or Developer arising out of or relating to a breach by Equity Investor or Developer of its obligations under this Agreement, and if City is the party substantially prevailing in such enforcement action as awarded by a final judgment by a court of competent jurisdiction or as a result of dismissal of such action by the City in consideration for payment of the amounts allegedly due or performance of the covenants allegedly breached by Equity Investor, then Equity Investor shall be responsible for, and shall reimburse City for, all of City’s reasonable costs and expenses incurred in connection with such enforcement action, including reasonable attorneys’ fees and costs (“City Fees and Costs”) in addition to, and without regard to, the Funding Limit; provided however that Equity Investor’s obligation for such costs and expenses in excess of the Funding Limit shall not exceed One Hundred Thousand Dollars ($100,000.00). For avoidance of doubt, the first $100,000 in City Fees and Costs paid by Equity Investor to the City shall not reduce the Funding Limit but additional City Fees and Costs paid by Equity Investor to the City shall, when paid, be a charge against and reduce the Funding Limit.

11. Notices.

All notices, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given (i) upon personal delivery, (ii) one Business Day after deposit with a nationally recognized overnight courier, or (iii) three Business Days after deposit in the United States mail, certified or registered, postage prepaid, return receipt requested, in each case addressed as set forth below, or to such other address as a Developer, Equity Investor, or City may designate for itself by notice given in accordance with this Section 11:

If to Equity Investor:

PRISA II LHC, LLC
c/o PGIM Real Estate
655 Broad Street, Floor 14
Newark, New Jersey 07102
Attn: PRISA II Asset Manager
E-mail: _________________
And with a copy
to:

PRISA II LHC, LLC
c/o PGIM Real Estate
655 Broad Street, Floor 14
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15C Form Equity
Commitment 10.1.26 (HM)
ATTACHMENT 15C
5 City of Tustin/Confluent Development
Portion of Disposition Area 8
Newark, New Jersey 07102
Attn: Law Department
E-mail: _________________
And with a copy
to:

Allen Matkins Leck Gamble Mallory & Natsis LLP
2010 Main Street, 8th Floor
Irvine, California 92614
Attn: Dean Pappas and Mike Pruter
E-mail: [email protected] and [email protected] If to Developer:

CD-CW (Tustin) LLC
c/o Confluent Development, LLC
2215 Market Street
Denver, CO 80205
Attention: Steve Strom
Email: [email protected]
And with a copy
to:

CD-CW (Tustin) LLC
c/o Confluent Development, LLC
2215 Market Street
Denver, CO 80205
Attention: General Counsel
Email: [email protected]
And with a copy
to:

Polsinelli
1401 Lawrence Street, Suite 2300
Denver, CO 80202
Attention: Nick McGrath
Email: [email protected]
If to City:

City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Attention: Aldo E. Schindler
Email: [email protected]
With a copy to: Deputy City Manager – Real Property
City of Tustin
300 Centennial Way
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15C Form Equity
Commitment 10.1.26 (HM)
ATTACHMENT 15C
6 City of Tustin/Confluent Development
Portion of Disposition Area 8
Tustin, CA 92780
Attention: Brian Moncrief
Email: [email protected]
And with a copy
to:

City Attorney
Woodruff & Smart
555 Anton Blvd., Suite 1200
Costa Mesa, CA 92626
Attention: David Kendig, Esq.

Email: [email protected]
And with a copy
to:

Hepner & Myers LLP
1241 Johnson Avenue, Suite 360
San Luis Obispo, CA 93401
Attention: Amy E. Freilich. Esq.

Email: [email protected]

12. Governing Law; Venue.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to conflict of laws principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of the County of Orange, State of California, or, if federal jurisdiction exists, in the United States District Court for the Central District of California. Equity Investor and Developer consent to the personal jurisdiction of such courts and waive any objection to venue therein.

13. Assignment.

Equity Investor may not assign or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of Developer and City, and any purported assignment or delegation without such consent shall be void. Developer may not assign its rights under this Agreement, in whole or in part, without the prior written consent of Equity Investor and City, and any purported assignment without such consent shall be void. City may not assign its rights under this Agreement, in whole or in part, without the prior written consent of Equity Investor and Developer, and any purported assignment without such consent shall be void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

14. Waiver.

No waiver of any provision of this Agreement shall be effective unless (a) in writing and signed by the party against whom the waiver is sought to be enforced and (b) consented to in writing by City. No failure or delay by any Party or City in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15C Form Equity
Commitment 10.1.26 (HM)
ATTACHMENT 15C
7 City of Tustin/Confluent Development
Portion of Disposition Area 8

15. Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect so long as the essential terms and conditions of this Agreement remain valid, binding, and enforceable.

16. Entire Agreement; Amendment.

This Agreement, together with the DDA to the extent incorporated by reference in this Agreement, constitutes the entire agreement between the Equity Investor and Developer with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by Equity Investor and Developer and consented to in writing by City, as provided in Section 6.

18. Interpretation.

The headings used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless the context otherwise requires, the singular includes the plural and the masculine, feminine, and neuter genders each include the others. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” This Agreement shall not be construed against the drafter.

19. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute a single instrument. Counterparts of this Agreement may be delivered by facsimile or electronic mail (including with any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, and through services such as Docusign or Adobe Signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. [signature page follows]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15C Form Equity
Commitment 10.1.26 (HM)
ATTACHMENT 15C
8 City of Tustin/Confluent Development
Portion of Disposition Area 8
IN WITNESS WHEREOF, Equity Investor and Developer have executed this Agreement as of the Effective Date.

EQUITY INVESTOR:

PRISA II LHC,LLC,
a Delaware limited liability company
By: _______________________________
Name: _____________________________
Title: ______________________________
DEVELOPER:

PII SL Tustin Legacy Propco, LLC,
a Delaware limited liability company
By: _______________________________
Name: _____________________________
Title: ______________________________
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15C Form Equity
Commitment 10.1.26 (HM)
ATTACHMENT 15C City of Tustin/Confluent Development
Portion of Disposition Area 8
SCHEDULE 1
Pre-Closing Conditions
Satisfaction of each of the following conditions, as each is approved by Equity Investor in Equity Investor’s sole and absolute discretion:

1. Investment Committee Approval.

2. Approval of the Updated Financing Plan and final development budget.

3. Approval of final plans and specifications for the Project.

4. Approval of all final loan documents with loan terms consistent with the Updated Financing Plan.

5. Receipt and approval of all Pre-Closing Entitlements and issuance of building permits.

6. Satisfaction of all Closing Conditions other than payment of Development Costs.

7. Approval of the Limited Liability Company Agreement of Developer.

8. Approval of the Development Services Agreement between Developer, or its affiliate, and ________________________.

9. Approval of the Property Management Agreement between Developer, or its affiliate, and ________________________.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15D

10.1.26 (HM)
Attachment 15D City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 15D

INTENTIONALLY OMITTED
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15E Add'l
Equity Commitment 09.28.26 (HM)
1 Tustin/Confluent Development
Portion Disposition Area 8
ATTACHMENT 15E

FORM OF ADDITIONAL EQUITY COMMITMENT

EQUITY FUNDING AGREEMENT
This Equity Funding Agreement (this “Agreement”) is entered into as of [Date of Close of Escrow] (the “Effective Date”), by [Additional Equity Investor] a ____________________ (“Equity Investor”), for the benefit of [Name of Developer as of Closing], a ____________________, as “Developer” under the DDA referred to below (in such capacity “Developer”).

BACKGROUND
A. The City of Tustin, a California municipal corporation (“City”), and CD-CW (Tustin) LLC, a Colorado limited liability company (“Initial Developer”), are parties to the Tustin Legacy Disposition and Development Agreement for Portion of Area 8, dated as of _____________, 2026 ([Describe any amendments] as it may be [further] amended from time to time, the “DDA”). Capitalized terms used in this Agreement without other definition are used with the meanings specified in the DDA.

B. The Initial Developer’s interests in the DDA and the other Transferable Interests have been assigned to _________________ (“Developer”). Under the terms of the DDA, Developer has agreed to acquire the Real Property and to develop and complete the Project.

C. As a condition to the Close of Escrow, City has required that Equity Investor execute and deliver this Agreement to provide assurance to City that equity capital sufficient for Developer to complete the Project will be made available to Developer.

AGREEMENT
To induce City to enter into the DDA, Equity Investor agrees as follows:

1. Commitment to Fund; Purpose.

Equity Investor agrees to make, or cause to be made, contributions (“Equity Contributions”) in cash to the equity of Developer as and when needed so that Developer will at all times have the equity capital necessary (i) to Complete the Project as required by the terms of the DDA and (ii) to otherwise perform and satisfy Developer’s obligations under the DDA and the Other Agreements (the obligations described in the foregoing clauses (i) and (ii) being referred to as the “DDA Obligations”), in each case until the issuance of the Final Certificate of Compliance under the DDA. This Agreement is intended to provide assurance to Developer and City that such equity capital will be available to Developer on a timely basis.

2. Use of Funds.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15E Add'l
Equity Commitment 09.28.26 (HM)
2 Tustin/Confluent Development
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3. Requisitions.

4. Funding Limit.

Equity Investor’s obligation to make Equity Contributions under this Agreement shall not exceed $[_________] in the aggregate (the “Funding Limit”), exclusive of any costs, expenses, and fees (including attorneys’ fees) incurred in enforcing this Agreement, which are payable by Equity Investor in addition to, and without regard to, the Funding Limit. To the extent that any Development Costs consist of payments to entities Controlling, Controlled by, or under common Control with, Developer, the Manager, Clearwater, Confluent, or Equity Investor, the Funding Limit shall automatically be increased by the amount of such payments.

5. Unconditional and Unqualified Obligation.

Until Equity Investor’s obligations are discharged in accordance with Section 7, Equity Investor’s obligation to make Equity Contributions under this Agreement is absolute, unconditional, and irrevocable, up to the Funding Limit, and shall not be affected, impaired, reduced, released, or discharged by, and Equity Investor waives to the fullest extent permitted by law any defense to its obligation to make Equity Contributions arising out of, any of the following:
(a) any financial distress, insolvency, or other inability of Developer to perform the DDA Obligations;
(b) any delay, Force Majeure Delay, or other circumstance hindering or preventing completion of the Project;
(c) any bankruptcy, insolvency, reorganization, receivership, or similar proceeding involving Developer;
(d) the failure of Developer to obtain any debt financing or construction arrangements, or the failure to satisfy any conditions to draws under any debt financing for the Project; (e) any failure by Developer to comply with the DDA Obligations; (f) any other circumstance affecting the Project, Developer, Equity Investor, or any member, partner, or investor in Developer or Equity Investor, or any of their respective managers or affiliates; and
(g) any other circumstance that might otherwise constitute a legal or equitable defense or discharge of a guarantor, surety, or indemnitor generally.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15E Add'l
Equity Commitment 09.28.26 (HM)
3 Tustin/Confluent Development
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6. Third-Party Beneficiary; City’s Enforcement Rights.

7. Term.

8. Representations and Warranties of Equity Investor.

9. Default; Remedies.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15E Add'l
Equity Commitment 09.28.26 (HM)
4 Tustin/Confluent Development
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10. Attorneys’ Fees and Costs.

In the event City brings any enforcement action against Equity Investor or Developer arising out of or relating to this Agreement, Equity Investor shall be responsible for, and shall reimburse City for, all of City’s reasonable costs and expenses incurred in connection with such enforcement action, including reasonable attorneys’ fees and costs, regardless of which party prevails, and such amounts shall be payable by Equity Investor in addition to, and without regard to, the Funding Limit.

11. Notices.

If to Equity Investor:

And with a copy
to:

If to Developer:

CD-CW (Tustin) LLC
c/o Confluent Development, LLC
2215 Market Street
Denver, CO 80205
Attention: Steve Strom
Email: [email protected]
And with a copy
to:

CD-CW (Tustin) LLC
c/o Confluent Development, LLC
2215 Market Street
Denver, CO 80205
Attention: General Counsel
Email: [email protected]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15E Add'l
Equity Commitment 09.28.26 (HM)
5 Tustin/Confluent Development
Portion Disposition Area 8
And with a copy
to:

Polsinelli
1401 Lawrence Street, Suite 2300
Denver, CO 80202
Attention: Nick McGrath
Email: [email protected]
If to City:

City Attorney
Woodruff & Smart
555 Anton Blvd., Suite 1200
Costa Mesa, CA 92626
Attention: David Kendig, Esq.

Email: [email protected]
And with a copy
to:

Hepner & Myers LLP
1241 Johnson Avenue, Suite 360
San Luis Obispo, CA 93401
Attention: Amy E. Freilich. Esq.

Email: [email protected]

12. Governing Law; Venue.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15E Add'l
Equity Commitment 09.28.26 (HM)
6 Tustin/Confluent Development
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13. Assignment.

Equity Investor may not assign or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of Developer and City, and any purported assignment or delegation without such consent shall be void. Developer may not assign its rights under this Agreement, in whole or in part, without the prior written consent of Equity Investor and City, and any purported assignment without such consent shall be void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

14. Waiver.

15. Severability.

16. Entire Agreement; Amendment.

17. Further Assurances.

At City’s request, each of Developer and Equity Investor shall from time to time execute and deliver such further instruments and take such further actions as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.

18. Interpretation.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 15E Add'l
Equity Commitment 09.28.26 (HM)
7 Tustin/Confluent Development
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19. Counterparts.

IN WITNESS WHEREOF, Equity Investor and Developer have executed this Agreement as of the Effective Date.

EQUITY INVESTOR:
[____________________]
By: _______________________________
Name: _____________________________
Title: ______________________________
DEVELOPER:
[_____________________________]
By: _______________________________
Name: _____________________________
Title: ______________________________
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 16 Cert of
Compliance 09.27.26 (HM).docx
ATTACHMENT 16
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 16

FORM OF CERTIFICATE OF COMPLIANCE

CITY OF TUSTIN OFFICIAL

BUSINESS REQUEST DOCUMENT

TO BE RECORDED AND TO BE

EXEMPT FROM RECORDING

FEES PER GOVERNMENT CODE
6103 AND 27383.

Recording requested by and
When recorded mail to:

The City of Tustin
300 Centennial Way
Tustin, CA 92780
Attn: City Manager
SPACE ABOVE THIS LINE FOR RECORDER’S USE

FINAL CERTIFICATE OF COMPLIANCE
[{If no Final Parcel Map Recorded Prior to Recording :}] or

CERTIFICATE OF COMPLIANCE FOR
[{If Final Parcel Map Recorded Prior to Recording of Final Certificate, and if issued for Active Adult: Project} PARCEL 1] or [{if issued for AL/MC Project:} PARCEL 2] OF PARCEL MAP NO. 2025-151
This[FINAL] CERTIFICATE OF COMPLIANCE (“Certificate of Compliance”) is made as of _____________________, 20__ by the CITY OF TUSTIN, a municipal corporation of the State of California (“City”), in favor of ____________________ {insert name of Developer under DDA at time of execution, state of formation and type of entity} (“Developer”), with reference to the following matters:

A. The City and CD-CW (Tustin) LLC, a Colorado limited liability company (“Initial Developer”), entered into that certain Tustin Legacy Disposition and Development Agreement For Portion of Disposition Area 8 dated as of _______________, 20__ [{if amendments are made to DDA insert the following:} (“Original DDA”) {insert any amendments to DDA} (collectively (“DDA”)] [{(if no amendments are made to DDA, insert the following:} (“DDA”)]. Developer is the successor in interest to Initial Developer.

B. The DDA is evidenced by that certain Memorandum of Tustin Legacy Disposition and Development Agreement For Portion of Disposition Area 8 dated as of ____________ and recorded on ________________ in the Office of the County Recorder, Orange County, California (the “Official Records”) as Instrument No. ______________ {insert any amendments to Memorandum of DDA} (the “Memorandum of DDA”) with respect to certain real property Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 16 Cert of
Compliance 09.27.26 (HM).docx
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2 City of Tustin/Confluent Development
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legally described on Exhibit A attached hereto and incorporated herein by this reference (“Real Property”). All initially capitalized terms not otherwise defined herein shall have the meanings assigned to them in the DDA.

C. Pursuant to the DDA, the Developer agreed to develop and construct certain Project Improvements comprising the Active Adult Project and the AL/MC Project on the Real Property.

D. The City has determined that Developer has satisfied the Conditions Precedent set forth in
[{if issued for Active Adult Project:} Section 9.3.1 of the [Original] DDA with respect to development of the Active Adult Project on Parcel 1 of Parcel Map No. 2025-151 (“Certified Parcel”)]
[{if issued for AL/MC Project:} Section 9.3.2 of the [Original] DDA with respect to development of the AL/MC Project on Parcel 2 of Parcel Map No. 2025-151 (“Certified Parcel”)] [{if Final Certificate:} Sections 9.3.1 and 9.3.2 of the [Original] DDA with respect to development of the Project on the Real Property]
for the City’s issuance of a Certificate of Compliance with respect to the [{for Final Certificate:} the Real Property,] [{for any other Certificate:} the Certified Parcel] and the Project Improvements constructed thereon.
[{For first of the Active Adult Project or AL/MC Project Certificates of Compliance only:} For avoidance of doubt, this Certificate of Compliance applies only with respect to the Certified Parcel, and does not apply to any other portion of the Real Property or any Project Improvements thereon.]
[{For Final Certificate of Compliance (i.e., Project as a whole or second of the Active Adult Project and AL/MC Project Certificates of Compliance Recorded only:} For avoidance of doubt, this Certificate of Compliance is a Final Certificate of Compliance and, subject to its terms, and the term of any previously recorded Certificate of Compliance which are incorporated herein by this reference, applies to the entirety of the Real Project and the Project Improvements thereon.] NOW, THEREFORE, the City certifies as follows:

1. This [Final] Certificate of Compliance applies to and shall be recorded in the Official Records against [{for Final Certificate:} the Real Property,] [{for any other Certificate:} the Certified Parcel] and that portion of the Project Improvements constructed thereon [as depicted and described on Exhibit B attached hereto and incorporated herein by this reference (the “Certified Improvements”)].

2. This [Final] Certificate of Compliance shall be deemed conclusive evidence of the City’s determination that Developer has satisfactorily Completed construction and development with respect to the Project Improvements on the Certified Parcel and has satisfied all Conditions Precedent set forth in [{if issued for Active Adult Project:} Section 9.3.1 of] [{if issued for AL/MC Project:} Section 9.3.2 of] the DDA for issuance of this [Final] Certificate of Compliance.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 16 Cert of
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3. Prior to issuance of this Certificate, Developer has completed1[{if issued for Active Adult Project:} ____ Residential Units upon the Certified Parcel including ______ Residential Units comprising Lower Income Units as such term is defined in the Affordable Housing Declaration (defined below)] [{if issued for AL/MC Project:} ____ Rooms/________ square feet of commercial development upon the Certified Parcel].

Except to the extent that any of such rights were conveyed by the City to third parties prior to the Effective Date, reserved to Developer per the first sentence of this Certificate [{for any Certificate other than a Final Certificate:} or reserved to Developer pursuant to the terms of the DDA during its term or identified in any previously recorded Certificate of Compliance,] the City retains all development rights associated with Specific Plan Neighborhood D, Planning Areas 13 and 14 all of which shall be freely transferable by the City throughout Tustin Legacy.

4. Except as set forth in Section 5 of this Certificate, upon recording of this [Final] Certificate of Compliance in the Official Records, the DDA shall terminate and shall be of no further force and effect with respect to [{for Final Certificate:} the Real Property and the Project Improvements thereon {for any other Certificate:} only the Certified Parcel and any portion thereof or Certified Improvements thereon, and no other portion of the Real Property or Project Improvements thereon.] Any Person thereafter purchasing, leasing or otherwise acquiring {for Final Certificate}: such interests {for any other Certificate:} the Certified Parcel or the Certified Improvements] shall not be subject to the DDA with respect thereto except as set forth in Section 5 of this Certificate.

5. Notwithstanding any other provision of the DDA to the contrary or the issuance or recording in the Official Records of this [Final] Certificate of Compliance and the termination of the DDA as to the [{for Final Certificate:} the Real Property and the Project Improvements] [{for any other Certificate:} the Certified Parcel and the Certified Improvements thereon] as a result thereof:
(a) The obligations in Sections 11.1.1 and 11.1.4 of the DDA shall survive for the following periods:
(i) The provisions of Section 11.1.1 of the DDA requiring liability insurance shall be maintained in full force and effect until Recording by the City of the Certificate of Compliance and, subject to the provisions of Section 11.1.1 of the DDA, so long thereafter as necessary to cover any Claims of damages suffered by persons or property prior to Recording by the City of the Certificate of Compliance resulting from any acts or omissions of Developer, Developer’s employees, agents, contractors, suppliers, consultants or other related parties. (ii) The provisions of Section 11.1.4 of the DDA shall survive until the expiration of the time period for provision of the contractors pollution liability insurance policy described thereby; and the obligation to provide such insurance policy shall remain in effect for the applicable period specified in Section 11.1.4 of the DDA and no Developer nor any successor or assign or Successor Owner shall modify or terminate any prepaid environmental insurance policy in effect as of the issuance of any Certificate of Compliance. 1 NTD: To be filled in at time of issuance.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 16 Cert of
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(b) The following instruments shall survive the termination of the DDA, each in accordance with its terms and without modification or amendment and shall be binding on all Persons owning, leasing, or occupying the [{for Final Certificate:} Real Property and/or the Project Improvements] [{for any other Certificate:} the Certified Parcel and/or the Certified Improvements], each in accordance with its terms:
(i) Tustin Legacy Development Agreement dated _________, 20__ and recorded on ____________, 20__ in the Official Records as Instrument No. ______________; (ii) Surplus Land Act Covenant (Per Government Code Section 54233) dated _________, 20__ and recorded on ____________, 20__ in the Official Records as Instrument No. ______________;
(iii) Declaration of Affordable Housing Restrictive Covenants and Regulatory Agreement dated _________, 20__ and recorded on ____________, 20__ in the Official Records as Instrument No. ______________ (“Affordable Housing Declaration”), provided that the Affordable Housing Declaration shall cease to apply as to the AL/MC Property upon _________________;
(iv) Declaration of Special Restrictions dated _________, 20__ and recorded on ____________, 20__ in the Official Records as Instrument No. ______________(“Special Restrictions”);
(v) Quitclaim Deed for Portion of Disposition Area 8 and Covenants, Conditions and Restrictions, Including Environmental Restriction Pursuant to Civil Code Section 1471, dated _________, 20__ and recorded on ____________, 20__ in the Official Records as Instrument No. ______________;
(vi) Access Easement Agreement dated _________, 20__ and recorded on ____________, 20__ in the Official Records as Instrument No. ______________; (vii) Bioswale Easement dated _________, 20__ and recorded on ____________, 20__ in the Official Records as Instrument No. ______________; and (viii) Landscape Installation and Maintenance Agreement dated _________, 20__ and recorded on ____________, 20__ in the Official Records as Instrument No. ______________.
(c) The issuance of this [Final] Certificate of Compliance shall not waive any rights or claim that the City may have against any Person:
(i) for latent or patent defects in design, construction or similar matters under any applicable law nor shall it be evidence of satisfaction of any of the Developer’s obligations to third parties who are not a party to the DDA, or (ii) with respect to Claims the City may have against Developer, if any, that Accrued during the period in which the DDA was in effect as to the [{for Final Certificate:} Real Property and/or the Project Improvements] [{for any other Certificate:} the Certified Parcel Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 16 Cert of
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and/or the Certified Improvements], and that are also addressed by provisions of the DDA incorporated into the Special Restrictions.
(d) The Guaranty, as the same may be reaffirmed at each Transfer by a Reaffirmation of Guaranty, or, if applicable, any alternative security provided by Developer and approved by the City in its sole discretion, shall remain in full force and effect until the Recording by the City of the Final Certificate of Compliance or for such longer period specified in the Guaranty or any reaffirmation thereof.
(e) Any and all obligations contained in the Federal Deed shall survive in perpetuity or for such lesser time period as may be expressly set forth therein, unless such obligations are released by the Federal Government.

6. This [Final] Certificate of Compliance is not a Notice of Completion as referred to in California Civil Code Section 8182.

7. Except as stated herein, nothing contained in this instrument shall modify in any way any other provisions of the documents executed by the City and Developer. {remainder of page is blank / signatures on following page} Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 16 Cert of
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S-1
City of Tustin/Confluent Development
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IN WITNESS WHEREOF, the City has caused this Certificate of Compliance to be duly executed by its officer duly authorized as of the date first above written.

Dated:

CITY OF TUSTIN:

By: ,
Aldo E. Schindler
City Manager
ATTEST:

By:

Erica N. Yasuda
City Clerk

APPROVED AS TO FORM
By:

David Kendig
City Attorney
Hepner & Myers LLP
Special Real Estate Counsel to the City
By:

Amy E. Freilich
ACCEPTED AND AGREED:

DEVELOPER:
[__________________________________]
By:

Name:________________________
Title: ________________________
By:

Name:________________________
Title: _______________________
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 16 Cert of
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EXHIBIT A
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT A

LEGAL DESCRIPTION OF REAL PROPERTY
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 16 Cert of
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EXHIBIT B
City of Tustin/Confluent Development
Portion of Disposition Area 8
[EXHIBIT B]
[DESCRIPTION/DEPICTION OF COMPLETED IMPROVEMENTS]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
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ATTACHMENT 17A

ASSIGNMENT AND ASSUMPTION AGREEMENT

CITY OF TUSTIN OFFICIAL

BUSINESS REQUEST DOCUMENT

TO BE RECORDED AND TO BE

EXEMPT FROM RECORDING FEES
PER GOVERNMENT CODE 6103
AND 27383.

Recording requested by and
When recorded mail to:

The City of Tustin
300 Centennial Way
Tustin, CA 92780
Attn: City Manager
SPACE ABOVE THIS LINE FOR RECORDER’S USE

ASSIGNMENT AND ASSUMPTION AGREEMENT
Portions of Disposition Areas 2B, 2C and 8 (Tustin Legacy) This ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”) is made as of __________, 20__ (the “Assignment Effective Date”) by and between __________, a _________ (“Transferor”) which is the “Developer” under the DDA and _________________, a _________________________ (“Transferee”), [{to be inserted only in connection with a Transfer that is not a Permitted Transfer:} with the consent of the CITY OF TUSTIN, a municipal corporation of the State of California (the “City”),] with reference to the following matters:

The City and [{if Initial Developer:} Transferor / {if predecessor to Transferor:} [_____________, _________________a predecessor in interest to Transferor] entered into that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8 dated as of _________________, 20__ [{if amended:} (“Original DDA”) as amended by that certain Amendment No. __ to Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8 dated as of ______, 20__ (as amended, “DDA”)] /{if not amended:} (“DDA”)], relating to the conveyance from the City to Developer pursuant to the DDA of that certain real property legally described on Exhibit A attached hereto (“Real Property”) and the subsequent development of the Real Property by Developer, all as more particularly set forth in the DDA. All initially capitalized terms not otherwise defined in this Assignment shall have the meanings ascribed to such terms in the DDA.

Pursuant to the DDA, Developer agreed to develop and construct on the Real Property certain Project Improvements.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
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Initial Developer and the City executed that certain Tustin Legacy Development Agreement (“DA”), dated _______________, 20__, which was recorded in the Official Records against title to the Real Property on _________________, 20__ as Instrument No. _______________.]
[{Alternative 1--If Close of Escrow has not previously occurred and will not take place concurrently with the Assignment:} The DDA contemplates the execution and delivery at the Close of Escrow of the Memorandum of DDA, the SLA Covenant, the Special Restrictions, the Affordable Housing Declaration, the Quitclaim Deed, the Landscape Installation and Maintenance Agreement, the Access Easement Agreement and the Bioswale Easement, which, together with the DDA and the DA and the other agreements then required to be executed by Developer (or Developer and the City) and Recorded and relating to one or more of the Development Parcels, are collectively referred to herein as the “Property Documents.”]
[{Alternative 2--If Close of Escrow has previously occurred or will concurrently take place:} In connection with the DDA, the instruments described on Exhibit B attached hereto have previously been Recorded with respect to the Real Property. Such instruments, together with the DDA, are collectively referred to herein as the “Property Documents.”] [{Alternative 1--if Close of Escrow has not occurred and will not take place concurrently with the Assignment:} Concurrently with the execution and delivery of this Assignment, Transferor is conveying to Transferee all right, title and interest of Transferor in and to the DDA, the DA and its legal and equitable interests, if any, in the Real Property as established by the DDA (the “Transfer Property”)], [{Alternative 2--if Close of Escrow has occurred:} Concurrently with the execution and delivery of this Assignment, Transferor is conveying to Transferee all of the Transferable Interests of Developer under the DDA comprised of [{if all of the Real Property} the Real Property excluding only those portions of the Real Property previously conveyed to End Users (“Transfer Property”) / {if only a portion of the Real Property as Certificates of Compliance have been issued for other portions} that certain real property legally described on Exhibit “A-1” attached hereto} (“Transfer Parcel”)] together with (1) all Project Improvements, if any, located on the Transfer Parcel as of the Assignment Effective Date, (2) all appurtenances pertaining to the Transfer Parcel or such improvements, (3) all Entitlements, Development Permits and other permits, licenses, approvals and authorizations issued by any Governmental Authority in connection with the Transfer Parcel for development of the Project Improvements and the Project, and (4) the right to construct a maximum of _______ Residential Units (being all of the units allocated to the Transfer Property pursuant to the Entitlements) {if Lot 13 is part of Transfer} of which _______, located on Lot 13, Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
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shall be developed and rented as Lower Income Units} and the (5) Intangible Property, collectively, the “Transfer Property”), {INSERT OTHER SPECIFICS} and excluding only those portions of the Transfer Property previously conveyed to End Users.]
The Property Documents impose certain covenants, conditions, payment obligations and restrictions on Developer and the Transferable Interests and, prior to the filing of a Certificate of Compliance, and the DDA restricts Developer’s ability to Transfer ownership and/or control of all or any portion of the Transferable Interests.

Transferor desires to convey the Transfer Property to Transferee [{if Close of Escrow has occurred:} and to assign to Transferee all of Transferor’s right, title and interest in and to the Property Documents with respect to the Transfer Property] (the “Transfer Event”) [{to be inserted only in connection with a Transfer that is NOT a Permitted Transfer:}, to have such assignment approved by the City, and to have Transferee approved by the City as a “Transferee” (as that term is defined in and used in the DDA).] In accordance with the requirements of the DDA, Transferee shall develop the Transfer Parcel in accordance with the requirements of the Property Documents.

Pursuant to Section 2 of the DDA, a Transfer must include, among other things, the execution and delivery of an assignment and assumption agreement. Transferor and Transferee are entering into this Assignment in order to fulfill the obligations of Developer under the DDA and Transferee as a “Transferee” under the DDA. [{Insert if applicable:} [{Prior to/Simultaneously with/Following this Transfer Event:}, Transferee {has acquired/will be acquiring}] the Transfer Property from Transferor pursuant to and in accordance with the terms of the DDA.] [{Insert if applicable:} Transferee is a Developer Affiliate of Transferor.

NOW, THEREFORE, for good and valuable consideration, Transferor and Transferee agree as follows:

1. Assignment.

1.1. As of the Assignment Effective Date, Transferor hereby assigns, conveys, transfers, bargains, grants, sells and sets over to Transferee, as and to the extent owned or held by Transferor, the following (collectively, the “Assigned Interests”):

1.2. all right, title, interest and obligation of Transferor as the “Developer” under the [{if Close of Escrow has not occurred:} DDA and DA] / {if Close of Escrow has occurred:} Property Documents] with respect to the Transfer Property, including (i) all benefits provided to and burdens imposed upon Developer pursuant to the [{if Close of Escrow has not occurred:} DDA / {if Close of Escrow has occurred:} Property Documents] with respect to the Transfer Property each of which runs with the land in accordance with its terms, and (ii) all benefits provided to and burdens imposed upon the Transfer Property and all improvements thereon and Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
Assignment Agt 9.27.26 (HM).docx
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all personal property associated therewith pursuant to the [{if Close of Escrow has not occurred:} DDA and DA} / {if Close of Escrow has occurred:} Property Documents] arising from and after the Assignment Effective Date; provided that this assignment does not release Transferor from any obligations arising under the Property Documents with respect to Environmental Claims or with respect to Claims Accrued during Transferor’s period of ownership thereof, or for which Developer may be liable if not released pursuant to Article 2 of the DDA and Transferor acknowledges and agrees for the benefit of Transferee and the City that as to the matters set forth in Section 2.1 below, Transferor and Transferee have joint and several liability, but solely to the extent set forth in Article 2 of the DDA:
(a) all plans, specifications, maps, drawings, and other renderings owned by Transferor and relating to the [{if Close of Escrow has occurred:} Transfer Parcel], the Development Parcels and the Entitlements or such portion thereof as is subject to this Assignment; {and, if Close of Escrow has occurred:}
(b) all Entitlements and Development Permits with respect to the Transfer Parcel;
(c) all warranties, claims, and any similar rights of Transferor relating to and benefiting the Transfer Parcel or the rights and interests transferred pursuant to this Assignment; (d) all development rights relating to the Transfer Parcel.

The Assigned Interests together with the Transfer Property are collectively referred to in this Assignment as the “Assigned Property.”

2. Assumption.

2.1. Transferee, on behalf of itself and its successors and assigns, from and after the Assignment Effective Date, hereby (a) accepts the Assigned Property, (b) accepts all of the rights and benefits accruing to Developer under the [{if Close of Escrow has not occurred:} DDA and DA and upon execution thereof, the remaining Property Documents / {if Close of Escrow has occurred:} Property Documents], arising from and after the Assignment Effective Date, and (c) agrees with Transferor (and such agreement is expressly made for the benefit of the City and may be directly enforced by the City) to assume, and to be bound by, perform and discharge, (i) all of the obligations, conditions, limitations and restrictions related to the Assigned Property and/or the Assigned Interests imposed upon Developer under the [{if Close of Escrow has not occurred:} DDA and DA and upon execution thereof, the remaining Property Documents / {if Close of Escrow has occurred:} Property Documents] arising from and after the Assignment Effective Date, and (ii) all Environmental Claims that Accrue regardless of the time period in which such Environmental Claims Accrue, except to the extent stated in Section 10.2 of the DDA.

2.2. The assumption stated in Section 2.1 above does not release Transferor from any obligations arising under the Property Documents with respect to Environmental Claims or with respect to Claims Accrued during Transferor’s period of ownership thereof, or for which Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
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Developer is may be liable if not released pursuant to Article 2 of the DDA and Transferee acknowledges and agrees for the benefit of Transferor and the City that as to the matters set forth in Section 2.1, Transferor and Transferee have joint and several liability, but solely to the extent set forth in Article 2 of the DDA.

2.3. Transferee shall remain fully responsible to perform and satisfy all of the obligations and liabilities assumed by Transferee pursuant to Section 2.1 above regardless of any of the following:
(a) the value of the Assigned Property or the income to be derived from the Assigned Property;
(b) the existence or non-existence of any liens, easements, covenants, conditions, restrictions, claims or encumbrances affecting the Assigned Property (including without limitation any of the foregoing arising from or related to the Entitlements or any of the Property Documents now or hereafter in effect);
(c) the suitability of the Assigned Property for any and all future development of the Project Improvements and the uses and activities which Transferee or Transferor may conduct upon the Transfer Parcel and Project Improvements, including the development of Project on the Real Property as described in the Property Documents; (d) the ability of the City or any third party to complete, or likelihood of the completion of, any of the improvements and infrastructure described by the General Plan, the Specific Plan, the Tustin Legacy Backbone Infrastructure Program or any other plan or policy of the City or any other Governmental Authority;
(e) the compliance with or enforcement by the City or any third party of the General Plan, the Specific Plan, the Special Restrictions applicable to the Transfer Property or any other portion of the Real Property or the special restrictions or other covenants, conditions restrictions and/or agreements applicable to other property at Tustin Legacy, the Tustin Legacy Backbone Infrastructure Program or any other agreement or governmental restriction or plan affecting Tustin Legacy;
(f) the habitability, merchantability or fitness for a particular purpose of the Assigned Property;
(g) the manner, quality, state of repair or lack of repair of the Assigned Property;
(h) the nature, quality or condition of the Transfer Parcel, including water, soil and geology;
(i) the compliance of or by the Assigned Property and/or its operation in accordance with any of the Entitlements or any Governmental Requirements, including without Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
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limitation, the National Environmental Policy Act, CEQA and the Americans with Disabilities Act of 1990;
(j) the manner or quality of the construction or materials, if any, incorporated into any part of the Transfer Parcel or the Project Improvements; (k) the presence or absence of Hazardous Materials, including without limitation, asbestos or lead paint at, on, under, or adjacent to the Transfer Parcel, any other portion of the Real Property or in other locations at Tustin Legacy; (l) the content, completeness or accuracy of the information, documentation, studies, reports, surveys and other materials, delivered to Transferee by Transferor or others in connection with Transferee’s review of the Assigned Property and the transactions contemplated in the Property Documents now or hereafter in effect;
(m) the conformity of the existing improvements, if any, on the Transfer Parcel, and/or at Tustin Legacy to any plans or specifications; (n) compliance of the Assigned Property with past, current or future Governmental Requirements (including, without limitation, the Entitlements) relating to zoning, subdivision, planning, building, fire, safety, health or Environmental Matters and/or covenants, conditions, restrictions or deed restrictions;
(o) the deficiency of any undershoring or of any drainage to, on or from the Transfer Parcel or any other portion of Tustin Legacy;
(p) the condition of any adjoining land owned by the City, including, without limitation, any property and improvements covered by the Landscape Installation and Maintenance Agreement;
(q) the fact that all or a portion of the Transfer Parcel may be located on or near an earthquake fault line or falls within an earthquake fault zone established under the AlquistPriolo Earthquake Zone Act, California Public Resources Code Sections 2621-2630 or within a seismic hazard zone established under the Seismic Hazards Mapping Act, California Public Resources Code Sections 2690-2699.6 and Sections 3720-3725 of Title 14 of the California Code of Regulations;
(r) the existence or lack of vested land use, zoning or building entitlements affecting the Transfer Parcel;
(s) the construction or lack of construction of Tustin Legacy or if constructed, the construction of Tustin Legacy in accordance with design guidelines, plans and specifications previously or to be prepared therefor;
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
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(t) the conditions, covenants and restrictions imposed or to be imposed upon the Assigned Property or any portion thereof under the Property Documents now or hereafter in effect, or the Entitlements;
(u) the contents of the Memorandum of Agreement, the Federal Deed, the Base Closure Law and the FOST; and
(v) any other matters.

2.4. No Representations or Warranties. Without limiting the applicability of all other provisions of the DDA which shall remain in effect and applicable to Transferee and the Transfer Property, Transferee recognizes that the City would not {sell/have sold} the Property except on an “AS, IS, WHERE IS, WITH ALL FAULTS” basis, and Transferee acknowledges that the City has made no representations or warranties of any kind whatsoever (excepting only those representations and warranties of the City expressly set forth in Sections 3.3 of the DDA made prior to and restated at the Close of Escrow), either express or implied in connection with any matters with respect to the Transfer Parcel or any portion thereof.

3. Representations and Warranties.

3.1. As an inducement to the City to consent to the Transfer and this Assignment and to perform its obligations hereunder, Transferee represents and warrants to the City as follows:1 (a) Transferee has the necessary expertise, experience, financial experience, financial capacity, qualifications and legal status necessary to perform as Transferee pursuant to this Assignment and to construct and Complete the Project as contemplated by this Assignment.

Without limiting the foregoing, Developer (i) is and has determined that Transferee is experienced in the development, management, and sale of multifamily residential rental projects of the size and type described in this Assignment and (ii) understands the process and requirements associated with projects such as the Project described in the Property Documents. (b) Except as set forth in the DDA with respect to financing for construction of the Project, Transferee’s acquisition of the Assigned Property and assumption of the Assigned Interests is subject to no financing contingency whatsoever with respect to either private or public financing and that its acquisition of third-party financing for the Project is not a condition precedent to Transferee’s acquisition of the Assigned Property, its assumption of the Assigned Interests or of its ability to fund construction of the Project. (c) Transferee’s acquisition of the Assigned Property, development of the Project and its other undertakings pursuant to this Assignment are for the purpose of timely 1 NTD: The reps and warranties are to be conformed to the Developer representations set forth in DDA Section

3.1. Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
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development of the Project upon the Transfer Parcel in accordance with the Schedule of Performance attached to the DDA and not for speculation or land holding. (d) Transferee is a [insert type of legal entity], duly organized, [or incorporated or formed] and validly existing and in good standing under the laws of the State of [insert state of formation], is duly qualified to do business and in good standing in the State and in each other jurisdiction where the operation of its business or its ownership of property or the performance of Transferee’s obligations under this Assignment make such qualification necessary. (e) Subject to all of the conditions in the DDA for the benefit of Transferee, Transferee has (or will have prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Assignment, the DDA, the DA and the other Property Documents) all requisite power and authority required to enter into this Assignment and the instruments referenced in this Assignment, to consummate the transaction contemplated hereby and thereby and to take any steps contemplated thereby or hereby, and to perform its obligations under this Assignment, the DDA, the DA and the Property Documents now or hereafter in effect.
(f) Transferee has obtained (or will have obtained prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Assignment, the DDA, the DA and the Property Documents now or hereafter in effect) all required consents in connection with entering into this Assignment and the instruments and documents referenced in this Assignment to which Transferee is or shall be a party and the consummation of the transactions contemplated hereby and thereby. (g) The individuals executing this Assignment and the individuals that will execute the instruments referenced in this Assignment on behalf of Transferee have, or will have upon execution thereof, the legal power, right and actual authority to bind Transferee to the terms and conditions hereof and thereof.
(h) This Assignment has been duly authorized, executed and delivered by Transferee and all documents required in this Assignment to be executed by Transferee pursuant to this Assignment shall be, at such time as they are required to be executed by Transferee, duly authorized, executed and delivered by Transferee and are or shall be, at such time as the same are required to be executed hereunder, valid, legally binding obligations of and enforceable against Transferee in accordance with their terms, except as enforceability may be limited by bankruptcy laws or other similar laws affecting creditors’ rights. (i) Neither the execution or delivery of this Assignment or the Property Documents, nor the incurring of the obligations set forth in this Assignment or the Property Documents, and the certificates, declarations and other documents referenced therein, nor the consummation of the transactions contemplated in this Assignment, the DDA, the DA and the Property Documents now or hereafter in effect nor compliance with the terms of this Assignment, the DDA, the DA and the Property Documents now or hereafter in effect will violate any provision of law or any order of any court or Governmental Authority to which Transferee is subject or Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
Assignment Agt 9.27.26 (HM).docx
Attachment 17A
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conflict with or result in the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Transferee, one of its owners, members or partners are a party and which affect the Assigned Property or the transactions contemplated by this Assignment.
(j) No attachments, execution proceedings, assignments of benefit to creditors, bankruptcy, reorganization or other proceedings are pending or, to the best of Transferee’s knowledge, threatened against Transferee, or any of its owners, members or partners. (k) Except for those representations and warranties of the City expressly set forth in Sections 3.3 of the DDA made prior to and restated at the Close of Escrow, Transferee is relying solely upon its own inspections and investigations in proceeding with this Assignment and the transactions contemplated hereby and in the Property Documents now or hereafter in effect, and is not relying on the accuracy or reliability of any information provided to it by the City, on any oral or written representation or on any facts or conclusions of law made by the City, or any of its elected and appointed officials, officials, employees, agents, attorneys or representatives made in connection with this Assignment. In making such investigation and assessment, Transferee has been provided access to any persons, records or other sources of information which it has deemed appropriate to review and it has thereafter completed such investigation and assessment. Without limiting the generality of the foregoing provisions or any of the provisions of the Property Documents, Transferee acknowledges that the City has not made and will not make any representations or warranties concerning the condition of the Assigned Property, the compliance or non-compliance of the Assigned Property or any portion thereof with Environmental Laws or the existence or non-existence of Hazardous Materials in relation to the Assigned Property or any portion thereof or otherwise.
(l) [Except as described on Exhibit __,] there are no adverse conditions or circumstances existing and no litigation or governmental action either pending or, to the knowledge of Transferee or its officers, directors, employees, agents, representatives, consultants, contractors, and other Persons accessing the Assigned Parcel by, through or with the permission or under the direction or auspices of Transferee, threatened, to which Transferor or any Controlling Person of Transferor is or may be a party or to which the Transfer Parcel are or may become subject, which would reasonably be expected to prevent or materially impair Transferee’s ability to carry out its obligations under the Property Documents now or hereafter in effect to develop the Transfer Parcel and the Project or carry out its other obligations under the Property Documents now and hereafter in effect as contemplated by the terms of this Assignment and the Property Documents.
(m) Except as set forth in this Assignment and the Property Documents now or hereafter in effect, Transferee has not paid or given, and will not pay or give, any third Person any money or other consideration for obtaining this Assignment, or the transactions contemplated by the Property Documents other than the purchase price paid to the Transferor and the normal cost of conducting business and cost of professional services such as architects, engineers and attorneys.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
Assignment Agt 9.27.26 (HM).docx
Attachment 17A
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(n) All reports, documents, instruments, information, and forms of evidence delivered by Transferee to the City concerning or related to this Assignment, the Property Documents and the transactions contemplated hereby and thereby are, to Transferee’s knowledge, accurate and correct and sufficiently complete at the time of submission to give the City true and accurate knowledge of the subject matter, and do not contain any material misrepresentation or omission.
(o) As of the Assignment Effective Date, Transferee will have the equity capital and financial capacity required to pay all Development Costs and to achieve Completion of the Project in accordance with the Financing Plan.
(p) Transferee does not have any contingent obligations or any other contracts the performance or nonperformance of which could adversely affect the ability of Transferee to fund the Project or to carry out its obligations under this Assignment or the Property Documents.

Transferee has not and shall not undertake such additional projects as could reasonably be expected to jeopardize the sufficiency of such equity, capital and firm and binding commitments for the purposes expressed in the preceding sentence.
(q) Transferee is capable of acquiring the Assigned Property and developing the Project without a capital partner or financing from a bank group or other institutional lender, and without utilizing the Assigned Property and/or the Project or the Real Property as collateral, other than as set forth in the DDA with respect to financing for such Project.

Transferee’s representations and warranties set forth in this Section 3.1 shall be deemed to be restated at the Close of Escrow of the Assigned Property covered by this Assignment if the same has not yet occurred, and shall survive the Close of Escrow (and any other close of escrow with respect to conveyance of the Assigned Property to Transferee) until the earlier to occur of the following (a) termination of the DDA or (b) issuance of the Final Certificates of Compliance, and shall not be merged with the Quitclaim Deed or any other deed. As used in Sections 3.1 and 3.2, “to Transferee’s knowledge” and similar phrases means the actual present knowledge of the “Transferee Knowledge Parties” as of the Effective Date, in each case without any duty of inquiry; provided, however, that in the event any of the Transferee Knowledge Parties are unavailable at the time these representations and warranties set forth in this Section 3.1 are restated at the close of escrow for the Assigned Property covered by this Assignment, Transferee may specifically identify different Transferee’s Knowledge Parties, subject to the City’s reasonable approval.

Notwithstanding anything to the contrary contained herein, none of the Transferee Knowledge Parties shall be personally liable for any inaccuracy or breach by Transferee of the representations and warranties contained in Section 3.1 or elsewhere in this Assignment.

3.2. Transferee Covenants Regarding Representations and Warranties. Transferee shall promptly advise the City in writing if any of the Transferee Knowledge Parties becomes aware (without any duty of inquiry) that any representation or warranty made by Transferee in Section

3.1 is or becomes untrue in any material respect prior to the close of escrow of the Assigned Property covered by this Assignment.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
Assignment Agt 9.27.26 (HM).docx
Attachment 17A
11 Tustin/Confluent Development
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3.3. Transferee Knowledge Parties. For purposes of the DDA, the “Developer Knowledge Parties” of Transferee (also referred to in this Assignment as the “Transferee Knowledge Parties”) are ______________, _______________, and ___________________. {insert names of employees, officers, etc. of Transferee acceptable to the City in its sole discretion}

4. No Waiver or Modification. Nothing contained in this Assignment shall modify in any way any provisions of the Property Documents or the Entitlements.

5. Additional Documents. Transferor and Transferee shall each execute and deliver to the other party, upon demand, such further documents, instruments, and conveyances, and shall take such further actions as are necessary or desirable to effectuate the intent and purposes of this Assignment. In addition to the foregoing, Transferor shall reasonably cooperate with Transferee, at the expense of Transferee, to allow Transferee to submit and process any warranty claim under any warranty in which Transferee obtained an interest as part of the Assigned Interests.

6. Miscellaneous.

6.1. Modification. No amendment, change, modification or supplement to this Assignment shall be valid and binding on Transferor or Transferee unless it is represented in writing and signed by both Transferor and Transferee. [{To be inserted only in connection with a Transfer that is not a Permitted Transfer:} No amendment, change, modification or supplement to this Assignment shall be deemed to be part of the consent or deemed to be consented to by the City, unless the City executes a separate written consent to such amendment, change, modification or supplement.]

6.2. Applicable Law. This Assignment shall be governed by, interpreted under, construed and enforced in accordance with the laws of the State of California, irrespective of California’s choice-of-law principles.

6.3. Binding Effect. This Assignment and the terms, provisions, promises, covenants and conditions hereof shall be binding upon and inure to the benefit of Transferor and Transferee and their respective heirs, legal representatives, successors and assigns.

6.4. Counterparts. This Assignment may be executed in two or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall, together, constitute and shall be one and the same instrument. This Assignment shall not be effective until the execution and delivery by Transferor and Transferee of at least one set of counterparts [{to be inserted only in connection with a Transfer that is not a Permitted Transfer:} (together with an executed counterpart of the City’s consent attached to this Assignment).] A counterpart of this Assignment that is executed and delivered electronically (by facsimile machine or email) shall not be effective unless an ink-signed original executed copy of the signature page of this Assignment is also promptly delivered to the other party, and such inksigned original executed page is actually received by the other party. Transferor and Transferee hereby authorize each other to detach and combine original signature pages and notarial Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
Assignment Agt 9.27.26 (HM).docx
Attachment 17A
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acknowledgements and consolidate them into a single identical original. Any one of such completely executed counterparts shall be sufficient proof of this Assignment as a duly and validly executed agreement.

6.5. City as Third-Party Beneficiary. Transferor and Transferee hereby acknowledge and agree that until Certificates of Compliance for all of the Development Parcels are recorded in the Official Records, the City shall be an intended third-party beneficiary under this Assignment and the City shall have the right to enforce the terms and provisions of this Assignment applicable to the City. Other than the City, there shall be no third-party beneficiaries of this Assignment.

6.6. [{To be inserted only in connection with a Transfer that is not a Permitted Transfer:} Notices. From and after the Assignment Effective Date, all notices that the City may desire or is required to deliver to the “Developer” under the DDA [{if the DA is then in effect}, and the DA} / {if Close of Escrow has occurred:} and the Property Documents] and/or the Entitlements with respect to the Transfer Parcel, and pursuant to Section 18.6 of the DDA, shall be delivered to Transferee only at the following addresses:

Transferee:
[__entity_______]
_______________________
_______________________
_______________________
with a copy to:
[legal counsel]
_______________________
_______________________
_______________________]
{signatures on next page}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
Assignment Agt 9.27.26 (HM).docx
Attachment 17A
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Transferor and Transferee each has caused this Assignment to be duly executed by its duly authorized officer as of the Assignment Effective Date
TRANSFEROR:
[___entity___],
a _______________________________
By:

Name:________________________
Title: ________________________
By:

Name:________________________
Title: _______________________
Dated: __________________
TRANSFEREE:
[___entity___],
a _______________________________
By:

Name:________________________
Title: ________________________
By:

Name:________________________
Title: _______________________
{City consent on next page}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A Assignment
Agt 9.27.26 (HM).docx
Attachment 17A
City Consent
Tustin/Confluent Development.

Portion of Disposition Area 8
[{FOR TRANSFERS PURSUANT TO SECTION 2.2.3 OF THE DDA IF APPLICABLE PURSUANT TO SECTION 2.5.2} AND RELEASE OF TRANSFEROR]

ACKNOWLEDGMENT AND CONSENT BY CITY OF TUSTIN
By executing in the space set forth below, the City of Tustin hereby:
(a) Acknowledges receipt of the Assignment and Assumption Agreement (the “Assignment”) to which this Consent is attached;
(b) Consents to the making of the Assignment between Transferor and Transferee, subject to the terms and conditions set forth in the Assignment; (c) This consent by the City constitutes the consent required pursuant to Article 2 of the DDA and constitutes satisfaction of Transferor’s obligation to obtain the City’s consent pursuant to Article 2 of the DDA;
(d) Agrees that [insert name of Transferee], a _____________________ (the assignee in the Assignment) shall be deemed by the City to be the “Developer” and “Owner” as applicable under the Property Documents with respect to the Transfer Property, from and after the Assignment Effective Date;
(e) Confirms that [{applies only if there is a release of Transferor:} Transferor shall be released from any of its obligations related to the Transfer Property arising from and after the Assignment Effective Date; under the [{if Close of Escrow has not occurred:} DDA [{if the DA is then in effect}, the DA / {if Close of Escrow has occurred:} and the Property Documents]; provided, however, that notwithstanding the assignment by Transferor and the assumption by Transferee in this Assignment, Transferor is not released from, and remains fully liable for all obligations and liabilities with respect to: (i) matters or circumstances (including any payment obligations) which relate to or Accrued during the period that such Transferor was the Developer hereunder (or during such longer period for which such Transferor is liable under the Property Documents), (ii) the releases set forth in Section 4.5.3 of the DDA and in the other Property Documents, including the Special Restrictions. (iii) Developer’s indemnity obligations under the Property Documents and (iv) Developer’s obligations under the DDA and DA [{if Close of Escrow has occurred:} and the Property Documents] to the extent that the same arise prior to the Assignment Effective Date.
(f) Acknowledges the new addresses for Notices for Transferee set forth in the Assignment and agrees that such new addresses shall be the effective notice addresses for the Developer from and after the Assignment Effective Date under the DDA and DA [{if Close of Escrow has occurred:} and the Property Documents] and the Entitlements.

This Consent shall not constitute evidence of compliance with or satisfaction of any obligation of Transferor under any of the Property Documents, or any other agreement between Transferor and the City, except for the obligation of Transferor to obtain the City’s consent to any Transfer pursuant to Section 2.2.3 of the DDA and the satisfaction of the conditions to granting by the City of such consent in the DDA.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A
Assignment Agt 9.27.26 (HM).docx
Attachment 17A
City Consent
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Dated:

CITY OF TUSTIN:

By:
_______________
City Manager
ATTEST:

By:
_________________
City Clerk

APPROVED AS TO FORM
By:
____________________
City Attorney
____________________________
Special Real Estate Counsel to the City
By:
___________________________
{signatures continue on following page}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A Assignment
Agt 9.27.26 (HM).docx
Attachment 17A
City Consent
S-1
Tustin/Confluent Development.

Portion of Disposition Area 8
ACKNOWLEDGED AND AGREED:

TRANSFEROR
[___entity___],
a _______________________________
By:

Name:________________________
Title: ________________________
By:

Name:________________________
Title: _______________________
TRANSFEREE:
[___entity___],
a _______________________________
By:

Name:________________________
Title: ________________________
By:

Name:________________________
Title: _______________________
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A Assignment
Agt 9.27.26 (HM).docx
Attachment 17A
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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.

Place Notary Seal and/or Stamp above Signature: ______________________________________ Signature of Notary Public
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A Assignment
Agt 9.27.26 (HM).docx
Attachment 17A
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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.

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.

Portion of Disposition Area 8

EXHIBIT A
Legal Description of the Real Property
{Attach Real Property legal description excluding oil, gas and water rights reserved by City in DDA or, if then executed, in the Quitclaim Deed} {to be attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A Assignment
Agt 9.27.26 (HM).docx
Exhibit A-1 to
Attachment 17A
Tustin/Confluent Development
Portion of Disposition Area 8
EXHIBIT A-1
Legal Description of the Transfer Parcel
{to be attached}
{Attach legal description excluding oil, gas and water rights reserved by City in the Quitclaim Deed}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17A Assignment
Agt 9.27.26 (HM).docx
Exhibit B to
Attachment 17A
Tustin/Confluent Development
Portion of Disposition Area 8
EXHIBIT B2
Certain Instruments Affecting the Development Parcels

1. The DDA, having an effective date of ________________.

2. The DA, recorded in the Official Records of Orange County, California (“Official Records”) against title to the Real Property on _________________, 20__ as Instrument No. _______________.

3. The Memorandum of DDA, as Recorded in the Official Records against title to the Real Property [{If Recording information is available:} on _____________, 20__ as Instrument No. __________], providing record notice of the DDA and setting forth certain provisions of the DDA that survive Recording of a Certificate of Compliance with respect to any portion of the Real Property.

4. The SLA Covenant as Recorded in the Official Records against title to the Development Parcels [{If Recording information is available:} on _____________, 20__ as Instrument No. __________].

5. The Special Restrictions, as Recorded in the Official Records against title to the Development Parcels [{If Recording information is available:} on _____________, 20__ as Instrument No. __________].

6. The Affordable Housing Declaration, as Recorded in the Official Records against title to Parcel C [{If Recording information is available:} on _____________, 20__ as Instrument No. __________].

7. The Quitclaim Deed, as Recorded in the Official Records, [{If Recording information is available:} on _____________, 20__ as Instrument No. __________].

8. The Landscape Installation and Maintenance Agreement, as Recorded in the Official Records against title to the Development Parcels[{If Recording information is available:} on _____________, 20__ as Instrument No. __________].

9. The Access Easement Agreement as Recorded in the Official Records against title to the Development Parcels [{If Recording information is available:} on _____________, 20__ as Instrument No. __________].

10. The Bioswale Easement as Recorded in the Official Records against title to the Development Parcels [{If Recording information is available:} on _____________, 20__ as Instrument No. __________].
2 This Exhibit to be included only if Alternative 2 is applicable for Recital C to this instrument. 3 Add additional agreements as applicable.

The following documents, executed by City and [I.nitial] Developer each dated as of ________, 202_, comprise the Property Documents.3
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17B Transferee Cert

9.3.26 (HM)
Attachment 17B
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 17B

FORM OF TRANSFEREE CERTIFICATE
Reference is hereby made to that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8 dated as of _____, 20__ {if amended, insert relevant amendment information} (as amended, the “DDA”)] /{if not amended:} (“DDA”)], by and between the City of Tustin, a municipal corporation of the State of California (“City”) and [______________, a ______________] [{if no Assignment:} (“Developer”) / {if Assignment:} (“Original Developer”) which has, by assignment pursuant to that certain Assignment Agreement by and between _________________, a _________________ (“Developer”) and Original Developer), assigned all of its right, title and interest in and to the DDA to Developer.] Capitalized terms used and not defined herein shall have the meanings specified in the DDA.

I, the undersigned, am the duly elected and qualified [state office held] of [{Insert name of Transferee entity, a ___________] (“Transferee”) and am authorized by Transferee to make the certifications contained in this Certificate. I further certify for and on behalf of Transferee to the City, as of the date hereof as follows:

1. Transferee is the Assignee under an Assignment and Assumption Agreement dated __________, between [insert Assignor name], a ________ and Transferee (the “Transfer Agreement”). Transferee is [Insert full description of the relationship between Assignor and Transferee.] The Transferee is authorized to enter into the Transfer Agreement and the undersigned officer of Transferee has the authority from Transferee to execute and deliver this Certificate on behalf of Transferee, both as evidenced by the [corporate resolution and /or other information] attached as Exhibit A.

2. Attached hereto as Exhibit B is a true and correct copy of the [Articles of Incorporation/Certificate of Formation] of Transferee and any and all amendments thereto in effect on the date hereof.1
1 Transferee shall provide the following documents that are certified to be accurate, true and complete and in full force and effect without amendment as of the date of the certificate:

1. A certificate of formation or incorporation, California foreign entity registration, and a fully executed copy of the bylaws (including any amendments thereto) of Transferee (or if Transferee is not a limited liability company, provide comparable documents for entity type proposed), or in the event of a Transfer of Control, of the new Controlling Person and Developer and copies of any applicable operating agreements, joint venture agreements or equivalent instruments governing the entity;

2. Certificates of good standing and tax good standing for the Approved Equity Investor and, if applicable, its managing members issued within thirty (30) calendar days prior to the effective date of the Equity Commitment, by the Secretary of State of the state of incorporation if other than California and the applicable taxing authority of the state in which Transferee is formed and by the California Secretary of State and the California Secretary of State (if registration is required by applicable law);

3. Copies of all resolutions or other necessary actions, if any, taken by Transferee to authorize the execution of the Assignment Agreement.

4. Evidence of authority of the individual(s) executing the Certificate to bind Transferee and to execute the Assignment Agreement;
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17B Transferee Cert

9.3.26 (HM)
Attachment 17B
2 City of Tustin/Confluent Development
Portion of Disposition Area 8

3. Attached hereto as Exhibit C is a true and correct copy of the [Bylaws/Operating Agreement or comparable document] of Transferee and any and all amendments thereto in effect on the date hereof.

4. Attached hereto as Exhibit D {is/are} true and correct copies of the certificate of good standing for Developer from the [{if foreign entity provide certificate from State of formation} __________Secretary of State and the] California Secretary of State, and {the/each} attached certificate of good standing is dated not earlier than thirty (30) calendar days prior to the date of this Certificate.

5. [{If applicable:} attached hereto as Exhibit E is a true and correct copy of the Certificate of Status of Foreign Corporation of Transferee from the California Secretary of State and any and all amendments thereto in effect on the date hereof.]

6. [{If applicable:} attached hereto as Exhibit F is a true and correct copy of the County of Orange Fictitious Business Name Statement of Transferee and any and all amendments thereto in effect on the date hereof.]

7. Transferee has provided City with financial statements dated no more than ninety (90) calendar days prior to the date hereof that were prepared in accordance with GAAP. Since the date thereof, there have been no material adverse changes to the financial position of the Transferee.

8. Transferee has adequate liquid assets to fully fund the development of the Project, pay the Development Costs and to discharge all obligations under the DDA in accordance with the terms of the DDA.

9. Transferee has not taken any action looking toward its dissolution, no event, whether voluntary or involuntary, has occurred that has caused the dissolution of Transferee and there are no proceedings pending or contemplated for the merger, consolidation, conversion, dissolution, liquidation or termination of Transferee.

10. Transferee’s ability to fully fund the development of the Project and to discharge all obligations under the DDA in connection with the Project in accordance with its terms is not contingent on third party financing other than as permitted in the DDA with respect to financing for construction of the Project.

11. The Financing Plan remains in full force and effect and unmodified. As of the

5. A copy of any Fictitious Business Name Statement if any, as published and filed with the Clerk Recorder of Orange County, California;

6. If Transferee intends to fund the Project equity, attaching Evidence of Equity approved by the City and certifying as to the validity and enforceability of the Evidence of Equity as of the Transfer Date; and

7. If an Approved Equity Investor shall fund the Project equity, attaching an updated or new Equity Commitment, together with the documentation from the Approved Equity Investor certifying as to the validity and enforceability of the Equity Commitment.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17B Transferee Cert

9.3.26 (HM)
Attachment 17B
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Transfer Date, the Financing Plan is accurate and complete. If in connection with the Transfer effected by the Transfer Agreement Transferee was required under the terms of the DDA to furnish the City with Evidence of Equity, Transferee has furnished the City with Evidence of Equity which the City has approved, and such Evidence of Equity is or will be accurate and complete as of the Transfer Date.

12. This Certificate is being furnished to the City solely to assist it in conducting its investigation of Transferee’s financial resources in connection with Transferee’s obligation to discharge its obligations in accordance with the terms of the DDA. Transferee acknowledges and agrees that the City intends to rely on the information in this Certificate and this Certificate may be relied upon by the City for these purposes.

Without the written consent of the Transferee no Person other than the City may rely on this Certificate for any purpose.

In no event shall the individual executing this Certificate on behalf of the Transferee have any personal liability hereunder.
{signatures on next page}
Dated: ________________, 20__ ______________________________ a _____________________________,
Transferee
By: _______________________________
Name:

Authorized Signatory
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17B Transferee Cert

9.3.26 (HM)
Attachment 17B
Exhibit A
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT A
[CORPORATE RESOLUTION/OTHER AUTHORIZATION]
{to be attached at time of Transfer}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17B Transferee
Cert 9.3.26 (HM)
Attachment 17B
Exhibit B
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT B
[ARTICLES OF INCORPORATION/CERTIFICATE OF FORMATION]
{to be attached at time of Transfer}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17B Transferee
Cert 9.3.26 (HM)
Attachment 17B
Exhibit B
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT C
[BYLAWS/OPERATING AGREEMENT]
{to be attached at time of Transfer}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17B Transferee
Cert 9.3.26 (HM)
Attachment 17B
Exhibit D
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT D

CERTIFICATE OF GOOD STANDING FROM THE CALIFORNIA
[AND DELAWARE] SECRETARY[IES] OF STATE
{to be attached at time of Transfer}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17B Transferee Cert

9.3.26 (HM)
Attachment 17B
Exhibit F
City of Tustin/Confluent Development
Portion of Disposition Area 8
[EXHIBIT E
CALIFORNIA CERTIFICATE OF STATUS OF FOREIGN CORPORATION] {to be attached at time of Transfer}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 17B Transferee Cert

9.3.26 (HM)
Attachment 17B
Exhibit F
City of Tustin/Confluent Development
Portion of Disposition Area 8
[EXHIBIT F
FICTITIOUS NAME STATEMENT]
{to be attached at time of Transfer}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 18 City
Reaffirmation Cert 8.29.26 (HM).docx
ATTACHMENT 18
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 18

FORM OF CITY CERTIFICATE REAFFIRMING

REPRESENTATIONS AND WARRANTIES
This Certificate is being delivered concurrently with the Close of Escrow pursuant to Section 7.2.1.1(xv) of that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8, dated as of _______________, 20__ {if amended, insert relevant amendment information} (the “DDA”), by and between _______________, a _______________ (“Developer”), and the City of Tustin, a municipal corporation of the State of California (the “City”). Capitalized terms used herein that are not defined herein shall have the meanings specified in the DDA.

I, the undersigned, am the City Manager of the City, and I am authorized by the City to make the certifications contained in this Certificate. I hereby certify to Developer for and on behalf of the City that all of the representations and warranties made by the City in Sections 3.3 and 18.12.2 of the DDA (as the same may have been modified pursuant to Section 3.4 of the DDA) are true and correct as of the date hereof, except as set forth on Schedule 1 attached hereto.

Without the written consent of the City: (i) no Person other than Developer may rely on this Certificate for any purpose; and (ii) copies of this Certificate may not be furnished to anyone for purposes of encouraging such reliance.

In no event shall the individual executing this Certificate on behalf of the City have any personal liability hereunder.
{signatures on next page}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 18 City
Reaffirmation Cert 8.29.26 (HM).docx
ATTACHMENT 18
S-1
City of Tustin/Confluent Development
Portion of Disposition Area 8
Dated:

CITY OF TUSTIN:

By: ,
Aldo E. Schindler
City Manager
ATTEST:

By:

Erica N. Yasuda
City Clerk

APPROVED AS TO FORM
By:

David Kendig
City Attorney
Hepner & Myers LLP
Special Real Estate Counsel to the City
By:

Amy E. Freilich
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 18 City Reaffirmation
Cert 8.29.26 (HM).docx
ATTACHMENT 18
SCHEDULE 1
City of Tustin/Confluent Development
Portion of Disposition Area 8
SCHEDULE 1
{If none—enter None}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19A Developer
Orig Cert 9.3.26 (HM)
ATTACHMENT 19A
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 19A

FORM OF DEVELOPER ORIGINAL CERTIFICATE

REGARDING REPRESENTATIONS AND WARRANTIES
This Certificate (this “Certificate”) is being delivered pursuant to Section 4.6.2.1 of that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8 dated as of _______________, 20__ {if amended, insert relevant amendment information} (the “DDA”), by and between CD-CW (Tustin) LLC, a Colorado limited liability company (“Developer”), and the City of Tustin, a municipal corporation of the State of California (the “City”). Capitalized terms used herein that are not defined herein shall have the meanings specified in the DDA.

This Certificate is being delivered by Developer concurrently with the execution of the DDA to induce City to execute the DDA.

I, the undersigned, am the duly elected and qualified [state office held] of Developer, and I am authorized by Developer to make the certifications contained in this Certificate. I further certify to the City for and on behalf of Developer as follows:

2. Financial and Other Information. The Financing Plan for the Project and all financial and other information submitted by Developer to the City in connection with the DDA, including, but not limited to, the financial information submitted by Developer to the City pursuant to Article 4 of the DDA (“Financing Plan”), are true and correct as of the date of this Certificate.

Developer has the financial capacity to provide sufficient equity, when combined with the other sources and uses set forth in the Financing Plan, to fund the Development Costs for the Project.

The Financing Plan demonstrates that there is sufficient financial capacity through Developer and third party contributed equity and debt to pay through issuance of the Certificate of Compliance for the Project the Development Costs and all other costs for the construction, marketing, and leasing of the Project Improvements as described in the Scope of Development for the Project.

3. Certificate of Formation of Developer. Attached hereto as Exhibit A is a true and correct copy of the Certificate of Formation of Developer, which is dated as of____________ , filed with Secretary of State of the State of ___________, which, except as attached, has not been amended or revised in any way and remains in full force and effect as of the date of this Certificate.
1 1 Developer shall provide the following documents that are certified to be accurate, true and complete and in full force and effect without amendment (or as amended) as of the date of the certificate:

1. A certificate of formation or incorporation, California foreign entity registration, and a fully executed copy of the bylaws (including any amendments thereto) and all applicable operating agreements, joint venture agreements or equivalent instruments governing the entity; Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19A Developer
Orig Cert 9.3.26 (HM)
ATTACHMENT 19A
2 City of Tustin/Confluent Development
Portion of Disposition Area 8

4. Limited Liability Company Agreement of Developer. Attached hereto as Exhibit B is a true and correct copy of the Limited Liability Company Agreement of Developer, dated_______________, which, except as attached, has not been amended or revised in any way and remains in full force and effect as of the date of this Certificate.

5. Good Standing. Attached hereto as Exhibit C are true and correct copies of the certificate of good standing for Developer from the Colorado Secretary of State and the California Secretary of State and each attached certificate of good standing is dated not earlier than thirty (30) days prior to the date of this Certificate.

6. Consents and Approvals. Attached hereto as Exhibit D are true and correct copies of all required approvals, consents, resolutions or other proceedings of Developer to authorize execution and delivery of the DDA by Developer and performance of the matters required to be performed by Developer thereunder, and in each case the conditions to the effectiveness thereof have occurred in accordance with the documents attached hereto as Exhibit D.

7. [{insert if applicable:} Fictitious Business Name Statement. Attached hereto as Exhibit E are true and correct copies of the County of Orange Fictitious Business Name Statement of Developer, if any, together with any and all amendments thereto in effect on the Effective Date.]

8. Authority of Signatory. [Insert name of person signing], is a [insert office held] of Developer and is in such capacity, duly authorized by Developer to execute the DDA and any and all instruments, documents and other agreements required in connection therewith in accordance with the proceedings showing authority attached hereto as Exhibit D.

Without the written consent of Developer, no Person other than the City may rely on this Certificate for any purpose.

In no event shall the individual executing this Certificate on behalf of Developer have any personal liability hereunder.
{signatures on following page}

2. A certificate of good standing and tax good standing of Developer and its managing member issued by the Secretary of State and the applicable taxing authority of the state of its formation and by the California Secretary of State within thirty (30) calendar days prior to the Effective Date;

3. Copies of all resolutions or other necessary actions, if any, taken by Developer to authorize the execution of this Agreement, the Evidence of Equity and, if applicable, the Equity Commitment;

4. Evidence of authority of the individual(s) executing the Developer Original Certificate to bind Developer to and to execute this Agreement, the Developer Original Certificate and the Equity Commitment;

5. A copy of any Fictitious Business Name Statement if any, as published and filed with the Clerk Recorder of Orange County, California;

6. If Developer intends to fund the Project equity, attaching Evidence of Equity approved by the City and certifying as to the validity and enforceability of the Evidence of Equity as of the Close of Escrow; and

7. If an Approved Equity Investor shall fund the Project equity, attaching an Equity Commitment, together with the documentation from the Approved Equity Investor certifying as to the validity and enforceability of the Equity Commitment.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19A Developer
Orig Cert 9.3.26 (HM)
ATTACHMENT 19A
S-1
City of Tustin/Confluent Development
Portion of Disposition Area 8
Dated: ________________, 202_ “DEVELOPER”
CD-CW (Tustin) LLC,
a Colorado limited liability company
By: CD Manager LLC,
a Colorado limited liability company,
its Manager
By: Confluent Development LLC,
a Colorado limited liability company,
its Manager
By: ________________________
Name: Marshall M. Burton
Title: Chief Executive Officer
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19A Developer
Orig Cert 9.3.26 (HM)
ATTACHMENT 19A

EXHIBIT A
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT A

CERTIFICATE OF FORMATION
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19A Developer Orig
Cert 9.3.26 (HM)
ATTACHMENT 19A

EXHIBIT B
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT B

LIMITED LIABILITY COMPANY AGREEMENT
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19A Developer Orig
Cert 9.3.26 (HM)
ATTACHMENT 19A

EXHIBIT C
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT C

CERTIFICATES OF GOOD STANDING
{see attached}
]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19A Developer Orig
Cert 9.3.26 (HM)
ATTACHMENT 19A

EXHIBIT D
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT D

CONSENTS AND APPROVALS
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19A Developer Orig
Cert 9.3.26 (HM)
ATTACHMENT 19A

EXHIBIT E
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT E

FICTITIOUS NAME STATEMENT
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19A Developer Orig
Cert 9.3.26 (HM)
ATTACHMENT 19A
SCHEDULE 1
City of Tustin/Confluent Development
Portion of Disposition Area 8
Schedule 1
{If none—enter None}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19B Dev Date
Down Cert 9.27.26 (HM).docx
ATTACHMENT 19B
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 19B

FORM OF DEVELOPER DATE DOWN AND REAFFIRMATION CERTIFICATE This Developer Date Down and Reaffirmation Certificate (this “Date Down Certificate”) is being delivered pursuant to Section 7.2.2.2(xvii) of that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8 dated as of _______________, 20__ {if amended, insert relevant amendment information} (the “DDA”), by and between CD-CW (Tustin) LLC, a Colorado limited liability company (“Developer”), and the City of Tustin, a municipal corporation of the State of California (the “City”) concurrently with the Close of Escrow (which term and other capitalized terms used herein that are not defined herein being used with the meanings specified in the DDA).

I, the undersigned, am the duly elected and qualified [state office held] of Developer, and I am authorized by Developer to make the certifications contained in this Date Down Certificate. I further certify to the City for and on behalf of Developer as follows:

1. Representations and Warranties. Except as set forth on Schedule 1 attached hereto and made a part hereof, all of the representations and warranties made by Developer in the DDA, including, but not limited to, those contained in Sections 3.1 of the DDA, are true and correct as of the date hereof and all information and statements contained in the Developer’s Original Certificate Regarding Representations and Warranties dated ________, 2026 (“Original Certificate”) remain true and correct as of the date of this Date Down Certificate.

2. Financial and Other Information. Except as set forth on Schedule 2 attached hereto and made a part hereof:

3. The Financing Plans for the Project and all financial and other information submitted by Developer to the City in connection with the DDA, including but not limited to the financial information submitted by Developer pursuant to Article 4 of the DDA, as the same has been modified or supplemented by any Updated Financing Plans submitted by Developer pursuant to the DDA in accordance with Section 4.6 of the DDA (as so modified and supplemented, collectively, the “Financing Plan”), and all financial and other information submitted to the City on or since the Effective Date of the DDA, remains true and correct as of the date of this Date Down Certificate. As of the date of this Date Down Certificate, to the knowledge of Developer, there exists no circumstance that is reasonably likely to have a material adverse effect on Developer’s ability to construct, market, and lease the Project Improvements as described in the Scope of Development for the Project in accordance with the Financing Plans. The Financing Plan demonstrates that that there is sufficient financial capacity through Developer and third party contributed equity and debt to pay through issuance of the Final Certificate of Compliance for the Project the Development Costs and all other costs for the construction, marketing, and leasing of the Project Improvements as described in the Scope of Development for the Project.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19B Dev Date
Down Cert 9.27.26 (HM).docx
ATTACHMENT 19B
2 City of Tustin/Confluent Development
Portion of Disposition Area 8
(a) Developer has the financial capacity to provide sufficient equity, when combined with the other sources and uses set forth in the Financing Plan, as applicable, to fund the Development Costs for the Project. 1
(b) The Financing Plan remains sufficient to pay through issuance of the Certificate of Compliance for the Project, all Development Costs of the Project and all other costs for the construction, marketing, and leasing of the Project Improvements as described in the Scope of Development for the Project.

4. Certificate of Formation; Bylaws. As of the date of this Date Down Certificate, and except as otherwise specifically set forth on Schedule 3 attached hereto and made a part hereof, each of the Certificate of Formation of Developer, the Bylaws of Developer, and all consents and approvals referred to in Section 6 of Original Certificate remain in full force and effect and in the forms attached as exhibits to the Original Certificate and have not been modified, revoked or otherwise amended or terminated.

5. Good Standing. Developer remains in good standing in _____________ and California as of the date of this Date Down Certificate. Attached to this Date Down Certificate as Exhibit A are true and correct copies of the certificates of good standing for Developer from the ______________ Secretary of State and the California Secretary of State, and each attached certificate of good standing is dated not earlier than thirty (30) days prior to the date of this Date Down Certificate.

6. Authority of Signatory. [Insert name of person signing], is a [insert office held] of Developer and is in such capacity, duly authorized by Developer to execute any and all 1 Developer shall update the documents provided in the Original Developer Certificate and certify that they remain accurate, true and complete and in full force and effect (without amendment or as amended) as of the date of the certificate:

3. Copies of all resolutions or other necessary actions, if any, taken by Developer to authorize the execution of this Agreement, the Evidence of Equity and, if applicable, the Equity Commitment;

5. A copy of any Fictitious Business Name Statement if any, as published and filed with the Clerk Recorder of Orange County, California;

6. If Developer intends to fund the Project equity, attaching any update to the Evidence of Equity approved by the City and certifying as to the validity and enforceability of the Evidence of Equity as of the Close of Escrow.

7. If an Approved Equity Investor shall fund the Project equity, attaching any update to the Equity Commitment, together with the documentation from the Approved Equity Investor certifying as to the validity and enforceability of the Equity Commitment as of the Close of Escrow.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19B Dev Date
Down Cert 9.27.26 (HM).docx
ATTACHMENT 19B
3 City of Tustin/Confluent Development
Portion of Disposition Area 8
instruments, documents and other agreements required in connection with the DDA in accordance with the proceedings showing authority attached to the Original Certificate.

Without the written consent of Developer, no Person other than the City may rely on this Date Down Certificate for any purpose.

In no event shall the individual executing this Date Down Certificate on behalf of Developer have any personal liability hereunder.
{signatures on following page}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19B Dev Date
Down Cert 9.27.26 (HM).docx
ATTACHMENT 19B
S-1
City of Tustin/Confluent Development
Portion of Disposition Area 8
Dated: ______________________
“DEVELOPER”
_____________________, a ____________
By: __________________________
Name:

Title:

By: __________________________
Name:

Title:

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19B Dev Date
Down Cert 9.27.26 (HM).docx
ATTACHMENT 19B
Exhibit A
City of Tustin/Confluent Development
Portion of Disposition Area 8

EXHIBIT A

CERTIFICATES OF GOOD STANDING
[see attached]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19B Dev Date
Down Cert 9.27.26 (HM).docx
ATTACHMENT 19B
Schedule 1
City of Tustin/Confluent Development
Portion of Disposition Area 8
Schedule 1
{If none—enter None}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19B Dev Date
Down Cert 9.27.26 (HM).docx
ATTACHMENT 19B
Schedule 2
City of Tustin/Confluent Development
Portion of Disposition Area 8
Schedule 2
{If none—enter None}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 19B Dev Date
Down Cert 9.27.26 (HM).docx
ATTACHMENT 19B
Schedule 3
City of Tustin/Confluent Development
Portion of Disposition Area 8
Schedule 3
{If none—enter None}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
Attachment 20
1 City of Tustin/Confluent Development
Portion of Disposition Area 8
ATTACHMENT 20

DECLARATION OF SPECIAL RESTRICTIONS FOR PORTION OF DISPOSITION AREA 8 (TUSTIN LEGACY)

CITY OF TUSTIN OFFICIAL BUSINESS

REQUEST DOCUMENT TO BE RECORDED

AND TO BE EXEMPT FROM RECORDING
FEES PER GOVERNMENT CODE 6103 AND
27383.

Recording requested by and
when recorded mail to:

The City of Tustin
300 Centennial Way
Tustin, CA 92780
Attn: City Manager

SPACE ABOVE THIS LINE FOR RECORDER'S USE

DECLARATION OF SPECIAL RESTRICTIONS
FOR PORTION OF DISPOSITION AREA 8
(TUSTIN LEGACY)
This DECLARATION OF SPECIAL RESTRICTIONS FOR PORTION OF DISPOSITION AREA 8 (TUSTIN LEGACY) (this “Declaration”), is made as of ______________, 20__ (the “Restrictions Date”) by the CITY OF TUSTIN, a municipal corporation of the State of California (as further defined below, the “City”), and is accepted and agreed to by ____________, a _____________ (“Developer”), [{if assignment to new developer entity will occur following recording:} and CD-CW (Tustin) LLC, a Colorado limited liability company (“Initial Developer”)] under the DDA (defined below).

A. Pursuant to the Defense Base Closure and Realignment Act of 1990 (Part A of Title XXIX of Public Law 101-510; 10 U.S.C. Section 2687 Note) (“Base Closure Law”), as amended, the Federal Government (defined below) determined to close the Marine Corps Air Station-Tustin (“MCAS Tustin”) located substantially in the City of Tustin, California. In 1992, the City was designated as the lead agency or local redevelopment authority for preparation of a reuse plan for MCAS Tustin in order to facilitate the closure of MCAS Tustin and its reuse in furtherance of the economic development of the City and surrounding region. The MCAS Tustin Reuse Plan developed in accordance with this procedure was adopted by the City Council of the City of Tustin (“City Council”) on October 17, 1996 and amended in September 1998 (“Reuse Plan”).

B. In May 2002, the Navy and the City entered into that certain Agreement Between the United States of America and the City of Tustin, California for the Conveyance of a Portion of the Former Marine Corps Air Station Tustin dated as of May 13, 2002 (“Navy Conveyance Agreement”), pursuant to which the Navy agreed to convey approximately 1,153 acres of MCAS Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
Attachment 20
2 City of Tustin/Confluent Development
Portion of Disposition Area 8
Tustin to the City. The 1,153 acres of MCAS Tustin located within the City of Tustin either conveyed by the Navy to the City or subject to ground lease between the Navy and the City is referred to in this Declaration as “Tustin Legacy”.

C. The “Development Parcel”, comprised of approximately 6.14 acres of land located in the City of Tustin, County of Orange, California and legally described on Exhibit A-1 attached hereto and incorporated herein by reference, constitute a portion of Tustin Legacy conveyed to the City pursuant to the Navy Conveyance Agreement. The Development Parcel is also subject to the certain SLA Covenant and the Affordable Housing Declaration.

D. On or about the Restrictions Date, Developer is acquiring the Property pursuant to that certain Tustin Legacy Disposition and Development Agreement for Portion of Disposition Area 8, dated as of October __, 2026 [{if amendments are made to DDA insert the following:} (“Original DDA”) {insert any amendments to DDA} (collectively (“DDA”)] [{(if no amendments are made to DDA, insert the following:} (“DDA”)]. Developer is the successor in interest to Initial Developer.

E. The “Property” consists of and shall for all purposes hereunder mean: the “Real Property” which is comprised of the Development Parcel but excluding therefrom the matters described in Section 2 of the Quitclaim Deed, together with (a) all existing improvements, if any, presently located on the Real Property, (b) all rights, claims (other than claims under insurance policies maintained by or for the benefit of the City) and appurtenances pertaining to the Real Property or such improvements, and (c) all permits, licenses, approvals and authorizations issued by any Governmental Authority in connection with the Real Property. The Real Property is comprised of the Active Adult Real Property and the AL/MC Real Property as defined in the DDA as each is generally depicted on the Site Plan attached to this Declaration as Exhibit A-2.

F. Upon acquisition of the Property, Developer has agreed to develop the Real Property with age restricted (55 years or older) active adult and independent living facilities and senior congregate care comprised of assisted living and memory care facilities and related amenities and improvements (“Project”) pursuant to and in accordance with the DDA and the Other Agreements.

G. The City now desires to impose on the Real Property this Declaration, for these purposes, among others: (i) to preserve the general plan for the use and maintenance of Tustin Legacy, including the plan for the use and maintenance of the Real Property as a High Quality Project, (ii) to ensure proper use and maintenance of the Project, and (iii) in general, to provide for maintenance of the Project meeting High Quality Standards, in each case upon and subject to the terms of this Declaration.

H. This Declaration also sets forth those rights of the City and certain obligations of Developer and its Successor Owners specified in the DDA which shall remain in full force and effect for the applicable term specified herein, notwithstanding the termination of the DDA and/or the recording in the Official Records by the City of a Certificate of Compliance as to all or any portion of the Real Property. In order to create and preserve the value, desirability and attractiveness of the Real Property, for the term set forth herein, Developer and its Successor Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
Attachment 20
3 City of Tustin/Confluent Development
Portion of Disposition Area 8
Owners shall be required to hold and convey title to the Real Property subject to the covenants, conditions and restrictions set forth in this Declaration.

I. Capitalized terms not otherwise defined herein shall have the meaning set forth for such terms on Exhibit B attached hereto and incorporated herein by this reference.

NOW, THEREFORE, the City hereby covenants and declares that the Property is now held and, to the specific extent and subject to the limitations more specifically set forth herein, shall hereafter be held, transferred, conveyed, sold, leased, subleased, encumbered, mortgaged, used, occupied and improved subject to the covenants, conditions and restrictions herein set forth, each and all of which is and are for the purpose of uniformly enhancing and protecting the value, attractiveness and desirability of the Real Property and Tustin Legacy. The covenants, conditions and restrictions set forth in the Declaration shall run with the Real Property and are hereby declared to (a) inure to the benefit of and pass with, the Real Property and every portion of or interest in the Project for the benefit of the City Property and City and its Governmental Successors, (b) in accordance with the provisions of these Restrictions, including Sections 6 and 7 of this Declaration, shall be binding upon Developer and each Successor Owner claiming by through or under Developer or any Successor Owner but excluding any End Users, and (c) be enforceable as restrictions and equitable servitudes against the Real Property. Following its conveyance of the Real Property, the City and its Governmental Successors shall retain the right to enforce the restrictions and equitable servitudes set forth in this Declaration against the Real Property and the same shall be enforceable solely by the City and its Governmental Successors and no private right of action shall exist or be implied by the existence of this Declaration. The Restrictions shall survive termination of the DDA, the Close of Escrow and the execution and recording in the Official Records by the City of each Certificate of Compliance, and shall not merge with any deed and shall continue in effect for the Term of this Declaration or with respect to any provision (including those inserted from the DDA) stating a longer or shorter term, for such longer period as is set forth in such provision.

The City hereby further declares as follows:

1. Covenants, Conditions and Restrictions. For the benefit of the City, and as an inducement for the City to consummate the transactions contemplated by the DDA, but subject to Section 8.2, the violation of any of the Restrictions (as hereinafter defined) set forth in this Declaration for the applicable period set forth herein, shall at the City’s option constitute a Material Default hereunder and entitle the City to exercise any of the rights and remedies set forth herein.

The covenants, conditions and restrictions set forth in this Declaration are collectively referred to herein as the “Restrictions”. Although certain provisions of the DDA are included in this Declaration and remain in effect in accordance with their terms (and in that manner survive the termination of the DDA), during any period in which the DDA is in effect as to a portion of the Real Property, the provisions in each such Section of this Declaration shall not be interpreted more broadly than, nor be applied in addition to, nor be deemed to increase the obligations of Developer with respect to the Project or the Real Property in the counterpart provisions in the DDA. During the period in which the DDA is in effect as to a portion of the Real Property, if any conflict arises between the provisions in each such Section of this Declaration and the counterpart provisions in the DDA, the provisions in the DDA shall control as to such portion of the Real Property; provided Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
Attachment 20
4 City of Tustin/Confluent Development
Portion of Disposition Area 8
that recording in the Official Records by the City of a Certificate of Compliance for any portion of the Real Property shall not affect, modify or terminate the provisions of the DDA sections incorporated into this Declaration as to such portion of the Real Property.

For purposes of this Declaration, the following shall apply:
(i) The terms “include” and “including” (in each case, without initial capitalization) mean, respectively, “include, without limitation” and “including, without limitation.
(ii) When stated in connection with a performance obligation, the word “shall” imposes a mandatory requirement to perform the stated act or requirement (and shall be synonymous with “must”) and the term “shall not” imposes a mandatory requirement not to perform the stated act or requirement (and shall be synonymous with “must not”). The word “may” is permissive and does not impose any mandatory requirement to perform the stated act.
(iii) When stated in connection with the discretion of any Person (i.e., in the “sole discretion” of such Person, the word “sole” means “sole and absolute”.

2. Use Covenants and Restrictions. During the Term of this Declaration, the Real Property shall be utilized only for construction, occupancy and use as an age restricted (55 years or older) facility containing active adult and independent living Residential Units and senior congregate care assisted living and memory care Rooms, together with on-site infrastructure and a complete accompanying set of high quality amenities, including rooftop amenities and private open space, consistent with the Entitlements and Development Permits and in conformance with the Affordable Housing Declaration and other uses (e.g., nonrestricted residential and commercial uses and related amenities and uses incidental thereto) are hereby prohibited without consent of the City in its sole discretion.

3. Maintenance Covenants and Restrictions.

3.1. Maintenance Standards. Each Owner shall, from and after the Close of Escrow, maintain the Real Property, and the Project Improvements, consistent with the following requirements:

3.1.1. Prior to commencement of construction, each Owner shall be responsible, at its sole cost and expense, (i) to secure and maintain the Real Property and the Project Improvements in a clean, safe and secure condition, in compliance with all Governmental Requirements, (ii) to abate weeds and other hazards and nuisances on the Real Property and the Project Improvements, (iii) to erect and maintain barricades and fencing, and provide security, with respect to the Real Property and Project Improvements as reasonably necessary to protect the public and any Project Improvements already constructed, and (iv) to maintain (in compliance with all Governmental Requirements) erosion control on the Real Property.

3.1.2. From the date of commencement and during the continuance of construction of any Project Improvements, each Owner shall maintain the Real Property and the Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

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Project Improvements then under construction consistent with normal and customary construction industry practice.

3.1.3. From and after the issuance of a (temporary) certificate of occupancy for any Building on the Real Property, each Owner shall maintain all Project Improvements on such Real Property not then under construction in a clean, sanitary, orderly and attractive condition, and in accordance with High Quality Standards, subject to reasonable wear and tear and further subject to Section 3.2, change or damage by casualty or condemnation. Each Owner shall be required to meet the standard for the quality of maintenance of the Project Improvements on the Real Property required by this Section regardless of whether or not a specific item of maintenance is listed below, except that, in each case, and notwithstanding anything in this Section 3.1.3 to the contrary, no Owner shall be obligated to maintain improvements owned or controlled by or on property owned or maintained by a public utility or utility franchisee, lighting and landscaping district or, except as set forth in the Landscape Installation and Maintenance Agreement, by the City. Representative items of maintenance shall include: (1) maintenance, repair and replacement on a regular schedule, consistent with High Quality Standards, of all Project Improvements; (2) regular inspection for graffiti or damage or deterioration or failure, and reasonably prompt (or, in the case of graffiti, within 48 hours) repainting or repair or replacement of all surfaces, fencing, walls, equipment, etc., as necessary; (3) emptying of trash receptacles and removal of litter; (4) regular sweeping of Private Drives and Sidewalks throughout the Real Property; (5) fertilizing, irrigating, trimming and replacing vegetation within the Real Property, as necessary; (6) cleaning exterior windows on a regular basis; (7) painting the Buildings and other structures on the Real Property on a regular program and prior to the material deterioration of the painted surfaces; (8) conducting roof inspections on a regular basis and maintaining roofs in a leak-free and weather-tight condition and (9) complying with all Governmental Requirements.

3.2. Casualty. In the event of casualty occurring with respect to any portion of the Real Property, the Owner(s) of such affected portions shall, in its sole discretion, either (i) promptly repair the Project Improvements and prior to commencement of such repair maintain the portions of the Real Property subject to casualty in accordance with Section 3.1.2, or (ii) if such Owner determines in its sole discretion not to repair such Project Improvements, maintain the applicable portion of the Real Property subject to casualty in accordance with Section 3.1.1. In each case, upon commencement of any construction with respect to the affected portions of the Real Property and until completion thereof, the Owner(s) thereof shall comply with the requirements set forth in Section 3.1.2 and upon completion of the repair work, shall comply with the requirements set forth in Section 3.1.3. Notwithstanding the foregoing, the portions of the Real Property unaffected by any such casualty shall be maintained as otherwise required by this Declaration, including pursuant to Section 3.1.3, and unless not economically feasible due to cost or physical proximity as demonstrated to the reasonable satisfaction of the City, the applicable Owner(s) shall provide appropriate barriers to shield the portions of the Real Property remaining in use and adjacent public roadways from those subject to casualty and from adjoining streets in order to maintain the portions of the Real Property and the Project Improvements thereon unaffected by such casualty as required pursuant to Section 3.1.3.

3.3. Failure of Owner to Maintain. If an Owner fails to maintain the Project Improvements on the Real Property in accordance with the standards for the quality of Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

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maintenance set forth in Section 3, then subject to the provisions of Sections 8.1 and 8.2, such failure shall constitute a Material Default by Owner.

3.4. City Rights to Maintain. In the event of a Material Default by any Owner relating to a breach of this Section 3, the City or its designee shall have the right but not the obligation to enter the Real Property, upon reasonable prior written notice, to correct any such failure, and hold such Owner responsible for the cost thereof, and such cost, until paid, shall constitute a City Lien, as and the extent described in Section 8.5.

3.5. Maintenance Responsibilities. Each Owner’s maintenance responsibilities as to the Real Property shall be vested in and the obligation of the entity that owns the Real Property.

Each Owner shall have the right to subcontract, assign, or delegate its maintenance responsibilities under this Declaration to a first-class property management company or to another Owner, provided that such subcontracting, assignment, or delegation shall not relieve such Owner of any liability for its obligations under this Section 3.

4. Term. The covenants in this Declaration shall, except as otherwise provided herein, commence as of the Restrictions Date and remain in full force and effect as to the entirety of the Real Property until the later of (i) the date which is the fifty-fifth (55th) anniversary of the recording in the Official Records by the City of the Final Certificate of Compliance, or (ii) the date upon which the Affordable Housing Declaration shall terminate in its entirety as to the Real Property and each portion thereof (“Term”), unless in either case released at an earlier date by the City in writing; provided that if the Final Parcel Map is recorded in the Official Records, then at the twenty-fifth (25th) anniversary of the recording in the Official Records by the City of the Final Certificate of Compliance, this Declaration shall terminate as to the AL/MC Real Property only.

Upon the expiration of the Term, this Declaration shall automatically terminate, provided that the provisions of this Declaration that are incorporated from the DDA and that are stated to survive for a different term or in perpetuity, shall survive and remain in effect for the period specified therein, notwithstanding the Close of Escrow, the termination of the DDA and/or the recording in the Official Records by the City of a Certificate of Compliance.

5. Project Restrictions; Non-Compete Provisions.

5.1. Design of the Project. Each Owner shall comply with the Entitlements and Development Permits as and to the extent required by the DDA and the Development Agreement in connection with its development of the Project and the Real Property.

5.2. Restrictions on Sale of Residential Units or Condominium Development; Rental of Residential Units and Rooms. The Real Property shall not be made subject to condominium laws (whether residential or commercial) and shall be developed solely for rental of Residential Units and Rooms and not with the intent to sell individual Residential Units or Rooms, and the general prohibition against Transfer outlined in this Declaration shall be applicable to the sale of individual Residential Units in the Active Adult Project and Rooms in the AL/MC Project.

5.3. Non Compete Provisions. In order to facilitate and encourage development of the Project on the Real Property, the City and Developer hereby agree that, except as expressly Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

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permitted below, during the Non-Compete Period, (i) the City shall not enter into any Binding Agreement authorizing any Restricted Use on the Non-Compete Property, (ii) to the extent the City retains any ownership or other proprietary interest in the Non-Compete Property, the City shall not consent to, authorize, or otherwise allow any Restricted Use in its capacity as owner or holder of such proprietary interest unless the law otherwise requires. The foregoing restrictions are referred to as the “Non-Compete Provisions”.

5.3.1. Definitions. For purposes of this Section, the following terms shall have the meanings set forth below:
(i) “Binding Agreement” shall mean an executed exclusive negotiation agreement(s), disposition and development agreement(s), purchase agreement(s), lease(s), ground lease(s), and/or any other agreement(s) which authorizes or permits the entitlement, permitting, construction or operation of Restricted Uses. (ii) “Non-Compete Period” shall mean the period commencing upon the Restrictions Date and terminating upon the earlier of (a) the fifth (5th) anniversary of the Restrictions Date or (b) the date of repurchase or revesting of the Real Property pursuant to the DDA, provided that the Non-Compete Period shall be in abeyance upon occurrence of the events described in Section 5.3.2.
(iii) “Non-Compete Property” shall mean the real property owned in fee by the City within the area regulated by the Tustin Legacy Specific Plan as of the Restrictions Date as depicted on Exhibit D, but shall exclude any property previously identified as Non-Compete Property which the City has transferred or conveyed to be developed for uses that are not Restricted Uses and upon such transfer or conveyance, the transferred/conveyed property shall no longer be subject to the Non-Compete Provisions. (iv) “Restricted Uses” shall mean an age restricted (55 years or older) active adult and independent living facilities and senior congregate care comprised of assisted living and memory care facilities in one or more buildings containing any combination of active adult independent senior living, assisted senior living and senior memory care units, provided that for-sale age restricted (55 years or older) residential uses and affordable housing shall not be Restricted Uses.

5.3.2. Non-Applicability of Non-Compete Provisions During Material Default. The Non-Compete Provisions shall be in abeyance and shall not apply during any period in which Developer is in Material Default under the DDA or any of the Other Agreements and shall not apply with respect to any Binding Agreement entered into during the time period in which the Non-Compete Provisions are not applicable, or any use for which a building permit application is filed during the time period in which the Non-Compete Provisions are not applicable, even if the Non-Compete Period subsequently becomes effective prior to issuance of such building permit or construction of the building. The abeyance of the Non-Compete Provisions for Material Default of Developer pursuant to this Section 5.3.2 shall not extend the term of the Non-Compete Period.

5.3.3. Remedies for Breach. The provisions of Section 5.3 shall be enforceable against the City and Developer’s sole remedies with respect to Section 5.3 and the Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

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Non-Compete Provisions shall be the right to bring an action in equity (without a right to monetary awards) against the City for injunctive relief and specific performance of this Declaration and the Non-Compete Provisions. Developer shall not be a third party beneficiary of any Binding Agreement nor shall Developer have any right to enforce the terms of any Binding Agreement.

5.3.4. City Rights. Nothing in this Section 5.3 shall restrict the right of the City (i) to enter into Binding Agreements in its Proprietary Capacity affecting the Non-Compete Property, (ii) to act in its Governmental Capacity, or (iii) to convey or lease land to any Governmental Authority or other government agency for any purpose, in each case that are consistent with the foregoing Non-Compete Provisions.

5.3.5. Effect of Termination. Upon the termination of the Non-Compete Period, the Non-Compete Provisions shall be of no further force and effect as to the City or any Person.

6. DDA Provisions Incorporated into Declaration. Pursuant to the DDA, the City has imposed certain covenants, conditions and restrictions on the Real Property, each of which is set forth verbatim below in italics and each of which is hereby declared to be a covenant running with the land in accordance with Sections 1, 6 and 7 of this Declaration. Within the italicized language incorporated from the DDA which follows, (i) certain terms shall have the following meanings and the remaining terms shall have the meanings set forth in this Declaration including Exhibit B attached hereto: (a) the term “Developer” and the term “City” shall each have the meanings set forth in Exhibit B attached hereto; (b) the term “Agreement” shall mean the DDA as defined in this Declaration; (c) the terms “Close of Escrow” and “Closing Date” shall mean the Restrictions Date of this Declaration; (d) the term “Developer Representatives” shall mean “Owner Representatives” as defined in this Declaration; (e) the term “Property” shall mean the “Property” as defined in this Declaration; (f) the term “Project” shall mean the “Project” as defined in this Declaration; (g) the term “Quitclaim Deed” shall mean the “Quitclaim Deed” as defined in this Declaration; and the term “Special Restrictions” shall mean this Declaration, and (h) the term “Term of this Agreement” shall mean the term of the DDA, (ii) references to Sections and Articles shall be references to Sections and Articles, respectively, within the Original DDA as the same may have been modified by subsequent amendment, unless otherwise indicated, and (iii) unless otherwise noted in a footnote to this Declaration, initially capitalized terms used and not defined in these Restrictions and sections of the DDA referenced in the copied text from the DDA below, and not also copied into this Section 6, do not contain any obligations or limitations that apply beyond the term of the DDA.

6.1. AS-IS; WHERE IS. Section 4.5.2 of the DDA provides as follows:
“[insert text]”

6.2. Release. Section 4.5.3 of the DDA provides as follows:
“[insert text]”

6.3. Construction Liens. Section 8.11.6 of the DDA provides as follows:

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“[insert text]”

6.4. Disclaimer of Responsibility by City and Exculpation. Section 8.13 of the DDA provides as follows:
“[insert text]”

6.5. Local, State and Federal Laws. The applicable portion of Section 8.14 of the DDA provides as follows:
“[insert text]”

6.6. Liens, Taxes and Assessments. Section 8.15 of the DDA provides as follows:
“[insert text]”

6.7. Duration of Article 8 Indemnities; Post-Certificate of Compliance Affiliate Responsibilities.
. Section 8.16 of the DDA provides as follows:
“[insert text]”

6.8. Developer’s Indemnification for Non-Environmental Matters.

Section 10.1 of the DDA provides as follows:
“[insert text]”

6.9. Environmental Indemnity. Section 10.2 of the DDA provides as follows:
“[insert text]”

6.10. Effect of Recording Special Restrictions. Section 10.3 of the DDA provides as follows:
“[insert text]”

6.11. Claim Response. Section 10.4 of the DDA provides as follows:
“[insert text]”

6.12. Release Notification and Remedial Actions. Section 10.5 of the DDA provides as follows:
“[insert text]”

6.13. Conflict with Section 330 and Other Federal Government Obligations. Section

10.6 of the DDA provides as follows:

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6.14. Insurance and Indemnification. Section 10.7 of the DDA provides as follows:
“[insert text]”

6.15. Selection of Counsel and Defense Obligations. Section 10.8 of the DDA provides as follows:
“[insert text]”

6.16. Settlement Procedures. Section 10.9 of the DDA provides as follows:
“[insert text]”

7. Enforcement of Covenants.

7.1. General Purpose and Constructive Notice. Subject to the applicable time limitations set forth in Sections 4 and 6 of this Declaration, each Owner that now or hereafter owns or acquires title to any portion of the Real Property is and shall be conclusively deemed to have consented to and agreed to every Restriction, provision, covenant, condition, right and limitation contained in this Declaration, including the provisions of this Declaration incorporated from the DDA, whether or not any reference to this Declaration is contained in the instrument by which such Person acquired title to the Real Property or portion thereof.

7.2. Covenants and Equitable Servitudes; Runs With the Land. This Declaration and the Restrictions, covenants and conditions hereof constitute and shall be enforceable as equitable servitudes and covenants running with the land comprising the Real Property and burdening the Real Property and, in accordance with the provisions of this Declaration, including the provisions in this Section 7, binding upon Developer and each Successor Owner and each and every Person claiming by, through or under Developer or any Successor Owner, but excluding any End Users, for the benefit of the City and its Governmental Successors. Each Owner shall only be liable for the obligations and liabilities under this Declaration related to the portion of the Real Property owned or leased by such Person and which Accrue during the period that such Owner owns its interest in such property and such Owner shall not be liable for those obligations or liabilities that first Accrue after such period of ownership and no such Owner shall be liable for those obligations or liabilities of another Owner, except that:
(a) the foregoing shall not be deemed to modify or negate any longer or shorter periods of liability or scope of responsibility for any Owner pursuant to the provisions of Section 6 of this Declaration or, during its term, the terms of the DDA or the Affordable Housing Declaration and during its term, where in conflict, the terms of the DDA shall govern over those in this Declaration;
(b) prior to recording in the Official Records by the City of a Certificate of Compliance for a portion of the Real Property, any Transfer (as defined in the DDA) shall be permitted only in accordance with the requirements of the DDA and Developer shall remain liable under this Declaration for matters Accruing prior to recording by the City in the Official Records of the Certificate of Compliance for that portion of the Real Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

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Property, notwithstanding the Transfer, until released from its obligations pursuant to the DDA or in the conditions to Transfer (as defined in the DDA) imposed by the City, if any; (c) following recording in the Official Records by the City of a Certificate of Compliance for a portion of the Real Property, if a transferee acquiring fee title to the Real Property is an Owner Affiliate, the transferee Owner shall be deemed to have assumed and be liable for the obligations and liabilities of the transferor Owner and each consecutive prior transferor Owner Affiliate as though such transferee Owner had held joint ownership with the transferor Owner and each consecutive prior transferor Owner Affiliate of it during their respective prior consecutive periods of ownership of such portion of the Real Property; and
(d) Notwithstanding the foregoing or any other provision of this Declaration, the City shall have the right to look to each Person that is the Developer under the DDA (unless released pursuant to Article 2 of the DDA), jointly and severally, rather than any Successor Owner, with respect to the indemnity provided pursuant to DDA Section 10.1(viii) (incorporated into Section 6.8 of this Declaration).

7.3. Responsibilities of Owner During Term of Any Ground Lease and/or Operating Agreement. Each Owner shall, notwithstanding that there is a ground lease, lease, or operating agreement in effect, be responsible to perform all obligations and to assume all liabilities of Owner under this Declaration with respect to each portion of the Real Property owned in fee by such Owner and the Project Improvements thereon as though the ground lease, lease, or operating agreement were not in effect.

7.4. Inspection. In addition to, and without in any way limiting, the City’s rights or authority in its governmental capacity, upon one (1) Business Days’ notice, or such other period as may be explicitly set forth in this Declaration, and subject to reasonable security provisions of Developer and any rights of Developer’s tenants, licensees or other occupants, the City and its authorized representatives may from time to time enter upon and inspect the Real Property or any portion thereof or any Project Improvements thereon (excluding, however, the interior space of any buildings on the Real Property, including any apartment units) during regular business hours (except in the case of an emergency) for purposes of ascertaining compliance with the Restrictions, but without obligation to do so or liability therefor.

7.5. Restrictions on Transfer During Term of DDA. Until recording in the Official Records by the City of a Certificate of Compliance for a portion of the Real Property, as to such portion of the Real Property Developer shall not Transfer (as defined in the DDA) its interests in the Real Property or any portion thereof except in accordance with the terms of the DDA.

7.6. Other Restrictions. Nothing contained in this Declaration shall prejudice or diminish in any way the City’s rights or authority in its governmental capacity, nor the rights and authority of any other Governmental Authority having jurisdiction over the Project or any portion thereof, and the exercise of any rights or remedies by the City hereunder shall be considered separate from and independent of any breach or violation by Developer which is also a breach or violation of any Governmental Requirements.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

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8. Potential and Material Defaults.
(a) In the event of any breach, violation or failure to perform or satisfy any of the Restrictions which has not been cured within the applicable cure period set forth below, the City may in its sole discretion enforce any one or more of the remedies set forth in Section 8.3. (b) Notwithstanding any other provision of this Declaration, during the term of the DDA as applicable to each portion of the Real Property, the default and notice of default provisions and the remedies of the City and Developer under the DDA shall govern and supersede the default, notice of default and remedies provisions of this Declaration with respect to the provisions incorporated from the DDA as set forth in Section 6 of this Declaration.

8.1. Potential Defaults. Except as otherwise provided in this Declaration, it shall be a “Potential Default” if:

8.1.1. Developer fails to pay timely any sum required to be paid to the City pursuant to this Declaration; or

8.1.2. Developer fails to perform, or delays in the performance of, in whole or in part, any obligation required to be performed under, or otherwise violates the provisions of this Declaration, other than as set forth in Section 8.1.1.

8.2. Material Defaults.

8.2.1. Subject to Section 8(b) above, a Potential Default under Section

8.1.1 shall become a “Material Default” if it is not cured within fifteen (15) Business Days of receipt by Developer of the notice of Potential Default from the City.

8.2.2. Subject to Section 8(b) above, a Potential Default under Section

8.1.2 shall become a “Material Default” if it is not cured, at Developer’s expense, (a) within thirty (30) calendar days after receipt by Developer of written notice of such Potential Default from the City, or (b) if such cure cannot be reasonably accomplished within such thirty (30) calendar day period, within one hundred twenty (120) calendar days after receiving written notice of such Potential Default from the City, but only if Developer has commenced such cure within such thirty (30) calendar day period and diligently pursues such cure to completion, or (c) within such longer period of time as may be expressly granted by the City in the City’s sole discretion, taking into account the nature of the Potential Default and diligence and good faith efforts of Developer to cure such Potential Default. Unless otherwise set forth in the DDA with respect to Potential Defaults arising during the term thereof, the foregoing cure periods for Potential Defaults under this Section 8.2.2 shall be extended by Force Majeure Delays.

8.3. Certain City Remedies. In the event of a Material Default, and without limiting the rights and remedies of the City under the DDA, the City may do any or all of the following:

8.3.1. The City may bring a suit for damages for any compensable breach of or noncompliance with any of the Restrictions, or declaratory relief to determine the enforceability of any of the Restrictions; provided, however, that (i) such damages shall be limited Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

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to direct (actual) damages to the City for such Material Default, and (ii) the City hereby expressly waives, releases and relinquishes any and all right to any consequential, exemplary or punitive damages; and/or

8.3.2. The City may bring an action in equity or otherwise for specific performance to enforce compliance with the Restrictions or an injunction to enjoin the continuance of any such breach or violation thereof, whether or not the City exercises any other remedy set forth herein, and each Owner acknowledges that a particular or ongoing violation of one or more of the Restrictions may cause the City to suffer material injury or damage not compensable in money (including irreparable effects on the type and quality of development on the Real Property or portions thereof and/or the maintenance of the Real Property and Project Improvements thereon in accordance with the standards for the quality of maintenance set forth in Section 3); and/or

8.3.3. Any such breach or violation of the Restrictions or any provision hereof is hereby declared to be a nuisance, and City shall be entitled, upon not less than one (1) Business Days’ notice, except in the case of an emergency to enter the Real Property and summarily abate and remove, without further legal process to the maximum extent permitted by law, any structure, thing or condition that may exist in violation of any of these Restrictions, or to prosecute any remedy allowed by law or equity for the abatement of such nuisance against any person or entity acting or failing to act in violation of the Restrictions, all at the sole cost and expense of the Owner.

8.4. Failure to Timely Pay Amounts Due. If there is a Material Default under this Section 8, then in addition to any other remedies conferred upon the City pursuant to this Declaration, Developer shall pay to the City, in addition to all principal amounts due, interest from the date of such payment or part thereof was due until the date paid at the default rate of eight percent (8%) per annum, compounded annually, but in no event in excess of the maximum legal rate.

8.5. Lien Rights. The delinquent amount for any Material Default of any payments due hereunder, together with any late charges or interest due on any such delinquent payment, reasonable attorneys’ fees, experts’ fees and consultants’ fees and collection costs related to such delinquent payment shall, to the greatest extent permitted by applicable law, be a lien and charge upon the Real Property and improvements for which such Owner is then the fee owner with respect to such Material Default and shall be a continuing lien upon such Real Property in favor of the City (“City Lien”) and such City Lien shall apply to all portions of the Real Property for which no Certificate of Compliance has been recorded in the Official Records by the City, provided that following recording in the Official Records by the City of a Certificate of Compliance for a portion of the Real Property, the City Lien shall apply to the portion of the Real Property for which such certificate has been recorded in the Official Records only if the default arises from or is related to such portion of the Real Property or if the City Lien is as a result of a default by the Owner thereof; and provided, further that subject to Section 9, such lien and charge in favor of the City shall be paramount to the lien and charge of any Mortgage upon fee title to such portion of the Real Property and all other liens, except all taxes, bonds, assessments and other levies which, by law, would be superior thereto. The City Lien on the Real Property may be enforced by foreclosure and sale of the Real Property after failure by the Owner thereof to timely pay any special assessment Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

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as provided in this Declaration. The sale shall be conducted in accordance with the provisions of the California Civil Code applicable to the exercise of powers of sale in Mortgages, or in any manner permitted by law.

9. Rights of Mortgagees and Mortgagee Protection. No breach or violation of this Declaration, nor any City Lien, shall defeat or render invalid the lien of, prior to recording in the Official Records by the City of a Certificate of Compliance for a portion of the Real Property, any Permitted Mortgage for such portion of the Real Property, and thereafter as to such portion of the Real Property, any Mortgage securing a loan made in good faith and for value, provided, however, that this Declaration and all provisions hereof shall be binding upon each and every Person claiming by, through our under Developer or any Successor Owner including each other occupant of the Real Property or portion thereof whose title is acquired by foreclosure, trustee’s sale, deed in lieu of foreclosure or otherwise, but (a) such Successor Owner shall have a reasonable time, after acquiring title, to cure any violations or correct and change any facts giving rise to the City’s rights under this Declaration occurring prior to such transfer of title or occupancy and which are reasonably capable of being cured or changed (i.e., within the time periods set forth in Section

8.2.2 commencing as of the date of such acquisition of title thereto), provided that such Successor Owner diligently acts to effect such cure or change (and in the event of such diligent and timely cure, such Successor Owner shall have no further liability in connection with such prior violation or the continued existence of such violation until such cure is completed), and (b) City’s right to damages or abatement shall not be applicable as to such Successor Owner with regard to any noncurable default occurring prior to the time such Successor Owner acquired title.

Notwithstanding the foregoing, each Successor Owner shall be required to use the Real Property in accordance with the Restrictions set forth in this Declaration and the provisions of this Section shall be subject to the rights and protections afforded to any Permitted Mortgagee pursuant to any Subordination Agreement between the City and such Mortgagee, and the right and protections of the Permitted Mortgagee under the Subordination Agreement shall not be abridged, limited or otherwise affected by the provisions of this Section or any other provisions of this Declaration.

10. Non-Discrimination Covenants. There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land.

11. Miscellaneous.

11.1. Modification. No amendment, change, modification or supplement to this Declaration shall be valid and binding unless (a) it is represented in writing and signed by (i) the City, as the first party, and (ii) Developer and/or any Successor Owners then owning any portion of the Real Property or any interest in the Project, as the second parties; provided such instrument is signed by the first party and all of the second parties then holding an interest in the Real Property and/or the Project, and (b) is duly recorded in the Official Records. This Declaration shall be administered by the City Manager. Any matter to be approved by the City shall be deemed Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
Attachment 20
15 City of Tustin/Confluent Development
Portion of Disposition Area 8
approved, and any action to be taken by the City shall be deemed taken, upon written approval by the City Manager (or his or her designee). The City Manager or his or her designee shall have the authority to issue interpretations with respect to this Declaration and to determine whether any action requires the approval of the City Council.

11.2. Applicable Law. This Declaration shall be governed by, interpreted under, construed and enforced in accordance with the laws of the State of California, irrespective of California’s choice-of-law principles.

11.3. Attorneys’ Fees and Costs. In the event that any legal or equitable action or proceeding shall be instituted between the City and Developer or any Successor Owner relating to this Declaration, the party prevailing in such action shall be entitled to recover from the other party all of its costs, including court costs and reasonable attorneys’ fees. During any period prior to recording by the City of a Certificate of Compliance in the Official Records for a portion of the Real Property, as to such portion of the Real Property with respect to the matters in Section 6 of this Declaration the provisions of Section 18.2 of the DDA shall supersede the provisions of this Section in all respects.

11.4. Conflict of Interest. No appointed or elected official or employee of the City shall have any personal interest, direct or indirect, in this Declaration nor shall any official or employee participate in any decision relating to the Declaration which affects his or her interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. Developer warrants that it has not paid or given and will not pay or give any third person any money or other consideration for obtaining this Declaration.

11.5. Non-liability of City Officials and Employees. No elected or appointed official, representative, employee, agent, consultant, legal counsel or employee of the City shall be personally liable under this Declaration.

11.6. Construction and Interpretation of Declaration.

11.6.1. The language in all parts of this Declaration shall in all cases be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against any Person.

11.6.2. Any provision of this Declaration that is deemed to be illegal, invalid or unenforceable by an arbitrator or court of competent jurisdiction shall be ineffective to the extent of the invalidity or unenforceability of such provision and shall be deemed stricken from this Declaration. Any stricken provision shall not affect the legality, enforceability or validity of the remainder of this Declaration. If any provision or part thereof of this Declaration is stricken in accordance with the provisions of this Section, then the stricken provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision that is as similar in tenor and intent to the stricken provision as is legally possible.

11.6.3. The captions of the sections and subsections in this Declaration are inserted solely for convenience and under no circumstances are they or any of them to be treated or construed as part of this instrument.

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
Attachment 20
16 City of Tustin/Confluent Development
Portion of Disposition Area 8

11.6.4. References in this instrument to “this Declaration” mean, refer to and include this instrument as well as any riders, schedules, exhibits, addenda and attachments hereto (which are hereby incorporated in this Declaration by this reference). Any references to any covenant, conditions, obligation and/or undertaking, “herein,” “hereunder,” or “pursuant hereto” (or language of like import) shall mean, refer to and include the covenants, obligations and undertakings existing pursuant to this Declaration and any riders, schedules, exhibits, addenda, attachments or other documents affixed to this instrument.

11.6.5. As used in this Declaration and as the context may require, the singular includes the plural and vice versa and the masculine gender includes the feminine and vice versa.

11.6.6. As used in this Declaration the words “include” and “including” mean respectively “include, without limitation” and “including, without limitation”.

11.6.7. Unless otherwise indicated, references in this Declaration to sections, paragraphs, clauses, exhibits, attachments and schedules are to the same contained in or attached to this Declaration.

11.7. Time of Essence. Time is of the essence with respect to all provisions of this Declaration in which a definite time for performance is specified.

11.9. Counterparts. This Declaration may be executed in two or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall, together, constitute and shall be one and the same instrument. This Declaration shall not be effective until the execution by the City and Developer of at least one set of counterparts. Any one of such completely executed counterparts shall be sufficient proof of this Declaration.

11.10. Estoppel. The City shall, from time to time upon not less than twenty (20) days’ notice from Developer, but not more often than four times annually, execute and deliver to Developer a certificate in recordable form stating that this Declaration is unmodified and in full force and effect or, if modified, that this Declaration is in full force and effect, as modified, and stating the modifications and stating whether or not, to the actual knowledge of the City Manager (and without duty of inquiry), (a) a Potential Default or Material Default by Developer has occurred and is continuing and (b) if a Potential Default or Material Default by Developer has occurred and is continuing, specifying the same. In connection with any such certificate, and to the extent that the City still has copies thereof in its possession or control, the City shall provide a copy of the DDA, together with all amendments, supplements and modifications thereto. Any such certificate may be relied upon by Developer or any prospective purchaser or lender of Developer.

Developer shall promptly pay all third party costs incurred by the City in the preparation and delivery of any such estoppel, provided that such costs shall not exceed Five Thousand Dollars ($5,000.00) with respect to any single estoppel.

11.11. Force Majeure Procedures. If any Person having an obligation under this Declaration (the “Claiming Party”) believes that it is entitled to an extension of time to perform any obligation hereunder due to Force Majeure Delay, it shall notify the Person to which that Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

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17 City of Tustin/Confluent Development
Portion of Disposition Area 8
obligation is owed (the “Second Party”) in writing within thirty (30) calendar days from the date upon which the Claiming Party becomes aware of such Force Majeure Delay, describing the Force Majeure Delay, when and how the Claiming Party obtained knowledge thereof, the date the event commenced, the steps the Claiming Party anticipates taking to respond to such Force Majeure Delay, and the estimated delay resulting from such Force Majeure Delay and response. The extension for Force Majeure Delay shall be granted or denied in writing in by the Second Party in its reasonable discretion. If the Claiming Party fails to notify the Second Party in writing of its request for a given Force Majeure Delay within the thirty (30) calendar days specified above, there shall be no extension for such Force Majeure Delay.

11.12. Notices. All notices, demands, consents, requests and other communications required or permitted to be given under this Declaration shall be in writing and shall be deemed conclusively to have been duly given (a) when hand delivered; (b) three (3) Business Days after such notice has been sent by U.S. Postal Service via certified mail, return receipt requested, postage prepaid, and addressed to the party to whom notice is being sent as set forth below; (c) the next Business Day after such notice has been deposited with an overnight delivery service reasonably approved by the Parties (Federal Express, Overnite Express, United Parcel Service and U.S. Postal Service are deemed approved), postage prepaid, addressed to the party to whom notice is being sent as set forth below with next-business-day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider; or (d) when transmitted if sent by email to the email address for the applicable representative; provided that notices given by email shall not be effective unless either (i) a duplicate copy of such notice is promptly sent by any method permitted under this Section 11.12 other than by email (provided that the recipient party need not receive such duplicate copy prior to any deadline set forth herein and as no email address is set forth below for delivery to the Senior Vice President of Developer/Owner, delivery to Developer/Owner by email shall be deemed to have been made upon email to the email address provided below for the general counsel of Developer/Owner); or (ii) the receiving party delivers a written confirmation of receipt for such notice either by, email or any other method permitted under this Section. Unless otherwise provided in writing, all notices with respect to this Declaration shall be addressed as follows:

City: City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Attention: Aldo E. Schindler
Email: [email protected]
With a copy to: Deputy City Manager – Real Property
City of Tustin
300 Centennial Way
Tustin, CA 92780
Attention: Brian Moncrief
Email: [email protected]
And with a copy to: City Attorney
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

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Attachment 20
18 City of Tustin/Confluent Development
Portion of Disposition Area 8
Woodruff & Smart, APC
555 Anton Blvd., Suite 1200
Costa Mesa, CA 92626
Attention: David Kendig, Esq.

Email: [email protected]
Developer/Owner: [CD-CW (Tustin) LLC
c/o Confluent Development, LLC
2215 Market Street
Denver, CO 80205
Attention: General Counsel
Email: [email protected]]
And with a copy to:
[Polsinelli
1401 Lawrence Street, Suite 2300
Denver, CO 80202
Attention: Nick McGrath
Email: [email protected]]
{signatures continued on next page}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

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Attachment 20
S-1
City of Tustin/Confluent Development
Portion of Disposition Area 8
IN WITNESS WHEREOF, the City has executed this Declaration as of the date first set forth above.

Dated:

CITY OF TUSTIN:

By: ,
Aldo E. Schindler
City Manager
ATTEST:

By:

Erica N. Yasuda
City Clerk

APPROVED AS TO FORM
By:

David Kendig
City Attorney
Hepner & Myers LLP
Special Real Estate Counsel to the City
By:

Amy E. Freilich
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
Attachment 20
S-2
City of Tustin/Confluent Development
Portion of Disposition Area 8

INITIAL DEVELOPER AND DEVELOPER ACCEPTANCE AND AGREEMENT By executing below to evidence acceptance of and agreement to the terms of this Declaration, [{if Transfer of DDA to new Developer occurs following recording:} CD-CW (Tustin) LLC and] _________ [each] on behalf of itself and each Successor Owner, declares for the benefit of the City and its successors and assigns its understanding and agreement that by virtue of its obtaining title to the Real Property, it is agreeing to assume and be bound by all of the Restrictions set forth in this Declaration during its term of ownership of the Real Property or any portion thereof or for such longer period as is provided hereby or as provided by the DDA during the term thereof, and that this Declaration is and shall be binding upon it, each Successor Owner and each and every Person claiming by, through or under Developer or any Successor Owner.

Dated: __________________
CD-CW (Tustin) LLC,
a Colorado limited liability company
By: CD Manager LLC,
a Colorado limited liability company,
its Manager
By: Confluent Development LLC,
a Colorado limited liability company,
its Manager
By: ______________________________
Name: Marshall M. Burton
Title: Chief Executive Officer
Dated: __________________
Dated: __________________
Developer
By: ___________________________
Name: _________________________
Title: __________________________
By: ___________________________
Name: _________________________
Title: __________________________
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9.26.26 (HM)
S-3 City of Tustin/Confluent Development
Portion of Disposition Area 8

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:
____________________________________
Signature of Notary Public Place Notary Seal and/or Stamp above

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
S-3 City of Tustin/Confluent Development
Portion of Disposition Area 8

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:
____________________________________
Signature of Notary Public Place Notary Seal and/or Stamp above

Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
S-3 City of Tustin/Confluent Development
Portion of Disposition Area 8

STATE OF COLORADO )
CITY AND ) SS:

WITNESS my hand and official seal.

Notary Public
My Commission Expires:
[SEAL]
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
Attachment 20
Exhibit A
City of Tustin/Confluent Development
Portion of Disposition Area 8
EXHIBIT A-1

LEGAL DESCRIPTION OF DEVELOPMENT PARCEL
The Land referred to herein below is situated in the City of Tustin, County of Orange, State of California, and is described as follows:

LOT 14, INCLUSIVE OF TRACT NO. 18197 AS SHOWN ON A MAP FILED IN BOOK 990, PAGES 25 THROUGH 33, INCLUSIVE OF TRACT MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.

For conveyancing purposes only: APN 430-481-12
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
Attachment 20
Exhibit A
City of Tustin/Confluent Development
Portion of Disposition Area 8
EXHIBIT A-2

SITE PLAN DEPICTING ACTIVE ADULT REAL PROPERTY AND AL/MC REAL

PROPERTY
{see attached}
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A

PROPERTY LINE
& RIGHT OF WAY

ASSISTED LIVING /

MEMORY CARE

BUILDING

ACTIVE ADULT BUILDING

FUTURE PARCEL LINE
DESIGNED BY:

DATE: REVIEWED BY:

CK BY REVISION DATE NO.

Save Date:

Plot Date:
8/3/2026 3:15 PM
8/3/2026 3:19 PM
P:\C\CONFCDMS0012\0400CAD\EXHIBITS\2026-07-07 Tustin Development Agreement Exhibits For Confluent\Reference\EXHIBIT E-CONFCDMS0012.dwg Juta By:

Justin Tat By:

File:

CHECKED BY:
®
17542 E. 17th Street
Suite 150
Tustin, CA 92780
714.665.4500

EXHIBIT E -

SITE PLAN

CLEARWATER AT TUSTIN LEGACY
07/08/2026
CONFCDMS-0012
1 OF 1

EXHIBIT E

TO DEVELOPMENT AGREEMENT

SITE PLAN

ACTIVE ADULT REAL PROPERTY
AL/MC
REAL

PROPERTY
EXHIBIT A-2

SITE PLAN DEPICTING ACTIVE ADULT REAL PROPERTY AND

AL/MC REAL PROPERTY
Docusign Envelope ID: 5FFBA527-D2FE-839A-80B6-01932AA2861A Tustin Confluent DDA Att 20 Special Restrictions

9.26.26 (HM)
Exhibit B

Page 1 of 16 ends

Tustin City CouncilOctober 6, 2026

Tustin City Council
October 6, 2026