SCHOOL IMPACT MITIGATION AGREEMENT BETWEEN SANTA CLARA UNIFIED SCHOOL DISTRICT AND BENTON STREET LLC MISSION TOWN CENTER

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1 SCHOOL IMPACT MITIGATION AGREEMENT BETWEEN SANTA CLARA UNIFIED SCHOOL DISTRICT AND BENTON STREET LLC MISSION TOWN CENTER This School Impact Mitigation Agreement ( Agreement ) is effective this day of February, 2016, between Santa Clara Unified School District a school district organized and existing under the laws of the State of California ( District ), on the one hand, and BENTON STREET LLC, a Delaware Limited Liability Company ( Irvine ) (District and Irvine are collectively referred to herein as the Parties ). RECITALS A. As of the Effective Date, Irvine is or will become the lessee, under one or more long-term ground leases of the property consisting of Santa Clara Assessor Numbers , 004, 009, 010, 013, 029, 031, 034, 038, 053, 059; and 060, and portions of Fremont Street and Sherman Street, within the District s boundaries, as more particularly described and depicted in Exhibit A, attached hereto (the Irvine Property or Property ). B. Irvine has applied to the City of Santa Clara for the following entitlements in order to construct a mixed use residential project on the Property, including 385 residential and 27,000 square feet of retail use on the Property: General Plan Amendment, Rezone, Vesting Tentative Parcel Map, Street Vacation, and Development Agreement (as may be finally approved by the City of Santa Clara, the Development ). C. Irvine and the District have met and negotiated in good faith on an appropriate means for financing to provide school facilities to serve the Development. The Parties acknowledge that the maximum funding that may be required from Irvine under state law is only one means for such financing. As set forth more fully below, the District and Irvine desire to establish terms for the timely provision of financing to provide school facilities to serve the Development. NOW THEREFORE, in consideration of the promises, covenants and provisions set forth herein, the receipt and adequacy of which consideration is hereby acknowledged, the District and Irvine agree as follows: ARTICLE I RECITALS 1.1 Recitals. The foregoing recitals are true and correct. 1.2 Exhibits. Exhibits A and B, attached to this Agreement, are hereby incorporated into this Agreement by reference.

2 ARTICLE II EFFECTIVE DATE AND TERMINATION 2.1 Effective Date. This Agreement shall be effective as of the date first written above (the Effective Date ). 2.2 Termination. This Agreement shall commence on the Effective Date and shall terminate in full upon the date of payment by Irvine of the Impact Fee pursuant to Section 3.2 below and the Voluntary Community Benefit Payment pursuant to Section 3.3 below, or upon such other date mutually agreed upon in writing by the Parties. This Agreement also shall partially terminate as to any portion of the Property and Development with respect to which Irvine has made payment of the Impact Fee and Voluntary Community Benefit Payment in accordance with this Agreement. Upon termination of this Agreement, the District shall record, in accordance with Section 6.2 below, a notice of such termination that the Agreement has been fully or partially terminated, as applicable. ARTICLE III SCHOOL IMPACT FEES AND VOLUNTARY COMMUNITY BENEFIT PAYMENT 3.1 Purpose of Agreement. It is the purpose of this Agreement to set forth Irvine s commitment to pay both the maximum school fees permitted under state law and provide additional voluntary funding to the District as another method of financing a portion of the cost of the design, construction and/or furnishing of school facilities within the District that will serve students from the Development and elsewhere within the District. The school fees required pursuant to this Agreement shall be paid by Irvine to the District as follows: School impact fees as set forth in Section 3.2 and a voluntary contribution as set forth in Section 3.3 below. 3.2 School Impact Fees. Irvine acknowledges that school impact fees will be necessary in part to fund the cost of capacity at existing schools and new schools made necessary by new construction within the boundaries of the District. Irvine shall pay fees to the District as follows: a. As of the Effective Date of this Agreement, Irvine agrees to pay to the District, a school impact fee ("Residential Impact Fee ) based on the amount of the then current residential school impact developer fee then levied by the District in accordance with Government Code section 65995, et seq. for the applicable residential component portion of the Development. The Residential Impact Fee due shall be paid prior to the issuance of each building permit for the Development by the City of Santa Clara (each a Building Permit ) based upon the amount of the residential square footage represented by that Building Permit, which shall be calculated by the City of Santa Clara consistent with the next sentence and shall be binding upon the Parties. The Parties agree that, as used herein and for purposes of calculating the Residential Impact Fee, and notwithstanding any provision to the contrary elsewhere herein or in Government Code section 65995, et seq., residential square footage shall have the same meaning, and be calculated in the same manner, as assessable space as defined and set forth in Government Code section 65995; provided however that residential square footage (and assessable space ) shall exclude any amenity space within the Development (such amenity space shall be subject to the Commercial Impact Fee and calculated in accordance with Section 2

3 3.2(b)), and any and all other items specifically excluded from the meaning of assessable space as set forth in Government Code section The Parties agree to inform the City of the preceding provisions regarding the calculation of residential square footage hereunder to help assure proper and consistent calculation of the same by the City. In the event that a Building Permit, following its issuance, is amended by the City to increase or decrease the residential square footage covered by that Building Permit, Irvine shall pay the Residential Impact Fee attributable to any such increase in residential square footage and District shall refund or credit to Irvine the Residential Impact Fee attributable to any such decrease in residential square footage. Residential Impact Fees required pursuant to this Agreement may only be imposed on the Development if and when Building Permits are applied for by Irvine for the Development. Irvine s commitment to pay the Residential Impact Fee and the Commercial Impact Fee (as defined in Section 3.2(b) below) shall be in lieu of any and all other fees, assessments, taxes, charges, impositions, dedications, exactions, liens, or payment, of any type, amount or value whatsoever, established, levied or imposed at any time by the District, other than the Voluntary Community Benefit Payment as set forth in Section 3.3 below and as set forth in Section 7.16 below. The Parties acknowledge and agree that the Residential Impact Fee per square foot shall not change except as provided in this Section 3.2. b. As of the Effective Date of this Agreement, Irvine agrees to pay to the District, a school impact fee ("Commercial Impact Fee ) (the Commercial Impact Fee and Residential Impact Fee are collectively referred to herein as the "Impact Fee") based on the amount of the then current commercial school impact developer fee then levied by the District in accordance with Government Code section 65995, et seq. for the applicable new commercial and/or industrial component of the Development. The Commercial Impact Fee due shall be paid prior to the issuance of any Building Permit for the Development by the City of Santa Clara based upon the amount of commercial/industrial square footage represented by that Building Permit, which shall be calculated by the City of Santa Clara consistent with Government Code section 65995, et seq. and shall be binding upon the Parties. The Commercial Impact Fee shall also be applicable to any senior housing development located within the Development to the extent such senior housing development meets the requirements of Government Code section c. The Impact Fee shall, after the Effective Date, be adjusted in accordance with Government Code section 65995(b)(3) (the Residential Impact Fee is currently levied at $3.36 per square foot and the Commercial Impact Fee is currently levied at $.54 per square foot as of the Effective Date). d. The Parties acknowledge and agree that, the Voluntary Community Benefit Payment as defined in, and payable by Irvine to District pursuant to, Section 3.3 below is premised upon Irvine s payment to the District of Level 1 Development Impact Fees and that in consideration of Irvine s payment of the Voluntary Community Benefit Payment, the District shall not levy any Level 2 or Level 3 Development Impact Fees against the Development under the provisions of Government Code sections and

4 e. Promptly upon payment of the Impact Fee by Irvine to the District in accordance with this Section 3.2, the District shall certify such payment in writing to the City. 3.3 Voluntary Community Benefit Payment. The District and Irvine acknowledge that Irvine also agrees to pay to the District, on a one time and voluntary basis and not as mitigation, the sum of One Million One Hundred Thousand Dollars ($1,100,000) to further help finance a portion of the cost of school facilities within the District that will serve students from the Development and elsewhere within the District ("Voluntary Community Benefit Payment"). The Voluntary Community Benefit Payment shall be payable to the District immediately prior to the issuance by the City of the first Building Permit for the Development. Promptly upon payment of the Voluntary Community Benefit Payment by Irvine to the District in accordance with this Section 3.3, the District shall certify such payment in writing to the City. The amount of the Voluntary Community Benefit Payment shall not change at any time before the expiration of two (2) years following the last to occur of the Effective Date or the effective date of Irvine s Development Agreement (if applicable) with the City with respect to the Development (the Second Anniversary Date ). The amount of the Voluntary Community Benefit Payment shall be adjusted effective as of the first day following the Second Anniversary Date and once every two (2) years thereafter (each an Adjustment Date ) based upon the percentage increase, if any, in the Marshall and Swift Cost Index for Class B construction (such Index to be the same as such Index then being utilized by the State Allocation Board for its determination of maximum development fees assessable under Government Code section 65995, et seq.) (the Index ) between each Adjustment Date and the immediately preceding Adjustment Date. With respect to the first such adjustment (on the first Adjustment Date), the amount of the Voluntary Community Benefit Payment shall be based upon the percentage increase, if any, between such Adjustment Date and the date that is two (2) years prior to the Second Anniversary Date. ARTICLE IV DISPUTES 4.1 In General. If a dispute arises relating to the interpretation of, enforcement of or compliance with the terms of this Agreement, the Parties shall first attempt to resolve such dispute through informal discussions or other alternative means. Any party may convene such discussions by written notice, and shall reasonably accommodate the other party with respect to scheduling. If the dispute is not resolved in this manner within thirty (30) days, it may be referred to mediation upon the request of either party for a period not to exceed an additional thirty (30) days. This dispute resolution process shall be undertaken in good faith and exhausted prior to judicial review. However, compliance with this process does not waive any Parties obligation to comply with, or right to assert as a defense, any applicable statute of limitations. The Parties may agree in writing to toll any applicable statute of limitations for such period as may reasonably be necessary to complete the dispute resolution process. ARTICLE V DISCLOSURE OF COMMITMENT 5.1 In General. The Parties hereto recognize that Irvine may sell or otherwise transfer portions of the real property located within the boundaries of the Development on a bulk sale or other basis to one or more development or other entities. Irvine shall provide written disclosures 4

5 to any such purchasers (other than an affiliate of Irvine) prior to sale, setting forth the terms, conditions and commitments as contained in this Agreement (which may be satisfied by providing a copy of this Agreement). At the time of delivery of any such written disclosure to any such purchaser and prior to the closing for such sale, Irvine shall provide to the District a copy of such written disclosure identifying the purchaser and the nature of any commitments contained in this Agreement to be assumed by such purchaser. Irvine shall include as a condition to the bulk sale to one or more entities a condition that such entities comply with and assume all terms and conditions of this Agreement by way of written agreement. 5.2 Assignment/Transfer. The Parties hereto recognize that Irvine may assign or transfer portions of the Development to one or more development entities ( Assignee ). Irvine shall provide written disclosures to any such Assignee (other than an affiliate of Irvine) prior to the transfer of any interest, setting forth the terms, conditions and commitments as contained in this Agreement (which may be satisfied by providing a copy of this Agreement). At the time of delivery of any such written disclosure to any such Assignee and prior to the transfer, Irvine shall provide to the District a copy of such written disclosure identifying the Assignee and the nature of any commitments contained in this Agreement to be assumed by such Assignee. Irvine shall include as a condition to the assignment of any option interest to one or more entities a condition that such entities comply with and assume all terms and conditions of this Agreement by way of written agreement. Nothing in this Agreement shall in any way limit the ability of Irvine to transfer, sell, assign, encumber or in any way convey (collectively a "Transfer") any interest in the Property and/or the Development, without the consent of the District, provided that Irvine shall provide written notice of such Transfer as required by Sections 5.1 and 5.2 and the transferee assumes the obligations of Irvine under this Agreement, in writing. In such event, the District shall look solely to the transferee for performance of Irvine's obligations hereunder. ARTICLE VI RECORDING OF DOCUMENTS; CANCELLATION OF AGREEMENT 6.1 In General. All Parties acknowledge that all terms and conditions of this Agreement shall be binding on all successors-in-interest, including, but not limited to, purchasers of all or a portion of the Development, except as provided for at Section 6.2 below. Further, the provisions and terms of this Agreement shall be a covenant that applies to and runs with the land within the meaning of Civil Code section Further, this Agreement creates an equitable servitude that will bind all successors and assigns of the Parties hereto under principles of equity. The Parties agree to execute, simultaneously with the execution of this Agreement, a Memorandum of Agreement (attached hereto as Exhibit B and incorporated herein by reference) to be recorded in the Real Property Records of the County. The Memorandum of Agreement shall give notice that the Development is subject to and bound by the terms and conditions of this Agreement. 6.2 Cancellation of Agreement. Upon the termination of this Agreement pursuant to Section 2.2 above, District and Irvine shall promptly execute, acknowledge and record a termination of the Memorandum of Agreement ( Memorandum of Termination ), in form reasonably acceptable to Irvine, which shall recite the termination of this Agreement and shall quitclaim to Irvine any interest of the District in the applicable portion of the Property and the 5

6 Development, this Agreement shall no longer serve any purpose as to such portion of the Development. Upon such termination, it will no longer be necessary for third-parties to have notice of the existence of the Agreement as to the portion of the Property and the Development described in said Memorandum of Termination. Upon such termination, and from and following recordation of the Memorandum of Termination, this Agreement shall be terminated and be of no further force or effect and this Agreement shall not be a matter of record with respect to the portion of the Development described in said Memorandum of Termination. Irvine and the District hereby authorize and direct any and all issuers of title insurance with respect to the Property and the Development not to indicate the Agreement in matters affecting the condition of title to the Property and the Development, or applicable portion(s) thereof, following the recordation of the Memorandum of Termination described above. ARTICLE VII INTERPRETATIONS 7.1 Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California applicable to contracts to be performed wholly within the state. 7.2 Construction. The singular includes the plural; shall is mandatory, and may is permissive. The Parties acknowledge and agree that each of the Parties and each of the Parties attorneys have participated fully in the negotiation and drafting of this Agreement. In cases of uncertainty as to the meaning, intent or interpretation of any provision of this Agreement, the Agreement shall be construed without regard to which of the Parties caused, or may have caused, the uncertainty to exist. No presumption shall arise from the fact that particular provisions were or may have been drafted by a specific party, and prior versions or drafts of this Agreement shall be used to interpret the meaning or intent of this Agreement or any provision hereof. 7.3 Force Majeure. Neither party shall be held responsible or liable for an inability to fulfill any obligation under this Agreement by reason of an act of God, natural disaster, accident, breakage or failure of equipment, strikes, lockouts or other labor, disturbances or disputes of any character, interruption of services by suppliers thereof, unavailability of materials or labor, rationing or restrictions on the use of utilities or public transportation whether due to energy shortages or other causes, war, acts of terrorism, civil disturbance, riot, litigation or other legal action by a third-party arising out of or relating to this Agreement or any school, or by any other occurrence that is beyond the control of that party ( Force Majeure ) or its authorized agents, contractors or assigns. Any party relying on a Force Majeure shall give the other party reasonable notice thereof and the Parties shall use their best efforts to minimize potential adverse effects from such Force Majeure, including, without limitation, subcontracting the obligations of the party claiming such Force Majeure to a third-party and extending the time periods for performance. 7.4 Notices. Any notice to be given hereunder to either party shall be in writing and shall be given either by personal delivery (including express or courier service), by receiptconfirmed facsimile, or by registered or certified mail, with return receipt requested, postage prepaid and addressed as follows: 6

7 To District: Santa Clara Unified School District 1889 Lawrence Road Santa Clara, CA Attn: Superintendent To Irvine: BENTON STREET LLC c/o The Irvine Company LLC 550 Newport Center Drive Newport Beach, CA Attn: General Counsel 7.5 No Joint Venture. The relationship of the Parties to this Agreement is determined solely by the provisions of this Agreement. This Agreement does not create and shall not be construed to create any agency, partnership, joint venture, trust or other relationship with duties or incidents different from those of parties to an arm s length contract. 7.6 Independent Contractor Status. Each party is an independent contractor and shall be solely responsible for the employment, acts, omissions, control and directing of its employees. Except as expressly set forth herein, nothing contained in this Agreement shall authorize or empower any party to assume or create any obligations or responsibility whatsoever, express or implied, on behalf of or in the name of any other party or to bind any other party or make any representation, warranty or commitment on behalf of any other party. 7.7 No Further Assurances. Nothing in this Agreement, whether express or implied, is intended to or shall do any of the following: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express Parties to it; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement. 7.8 Time is of the Essence. Time is of the essence in the performance of each party s respective obligations under this Agreement. 7.9 Amendments/Waivers. No amendment of, supplement to or waiver of any obligations under this Agreement will be enforceable or admissible unless set forth in writing signed by the party against which enforcement or admission is sought. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated Entire Agreement. This Agreement sets forth the entire understanding of the Parties relating to the transactions it contemplates, and supersedes all prior understandings 7

8 relating to them, whether written or oral. There are no obligations, commitments, representations or warranties relating to them except those expressly set forth in this Agreement Severability. If any provision of this Agreement is held invalid, void or unenforceable, but the remainder of this Agreement can be enforced without failure of material consideration to any party, then this Agreement shall not be affected and it shall remain in full force and effect, unless amended or modified by mutual consent of the Parties; provided, however, that if the invalidity or unenforceability of any provision of this Agreement results in a material failure of consideration, then the party adversely affected thereby, shall have the right, in its sole discretion, to terminate this Agreement upon providing written notice of such termination to the other Parties Execution in Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and counterpart signature pages may be assembled to form a single original document Signatures. By signing below, each of the signatories represents and warrants that he or she has been duly authorized to execute this Agreement on behalf of the party on whose behalf he or she is signing. The Superintendent for the District further represents and warrants, by his signature, that this Agreement has been duly ratified and approved by the Board of Trustees of the District Eminent Domain. Nothing in this Agreement shall prevent the District from exercising its rights of eminent domain pursuant to law California Public Records Act. Notwithstanding anything to the contrary contained in this Agreement, Irvine acknowledges and agrees that the District is required by the California Public Records Act (commencing with Cal. Gov. Code 6250) to produce information found in public records upon the request of any person, including any public entity General Obligation Bonds. Notwithstanding anything contained herein, Irvine acknowledges and understands that the District may seek voter approval of a general obligation bond or voter approval of some other revenue generating mechanism (including a parcel tax) to fund the acquisition of real property or the construction or reconstruction of District facilities, in part to serve enrollment growth within the District. The Development shall not be exempt from such levies (and those levies existing as of the Effective Date) unless an exemption is provided by applicable state law. The subsequent approval of any such bond or other mechanism shall not affect the rights, duties, and obligations of the Parties to this Agreement in any way, including, but not limited to, Irvine s commitment to pay the amounts provided for herein Full Satisfaction. The District agrees that it shall not oppose development of the Development on the basis of inadequate school facilities or any other basis nor seek mitigation for school facilities except as provided in this Agreement. The District agrees (except as provided herein) that it shall not pursue additional funding for school facilities from Irvine, including, but not limited to, the imposition of any fee, assessment, tax, dedication or other requirement for development of the Development, and that this Agreement shall not be affected, terminated, modified, by any subsequent change in local or state law to the extent such change 8

9 may authorize District to seek additional fees, assessments, taxes, dedications or other requirements for school facilities No Third-Party Benefit. This Agreement is by and between the Parties named herein, and unless expressly provided in the foregoing provisions, no third-party shall be benefited hereby Limited Obligation. Irvine acknowledges that the District has not pledged the full faith and credit of the District, State of California or any state agency or state department to the payment due hereunder. The District s obligations shall not in any way be construed to be a debt of the District in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by the District, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of the District. Payments due hereunder shall be payable only from current funds which are budgeted and appropriated or otherwise made legally available for such purpose. IN WITNESS WHEREOF, this Agreement has been entered into by and between the Santa Clara Unified School District and Irvine as of the Effective Date. DISTRICT SANTA CLARA UNIFIED SCHOOL DISTRICT By: Dr. Stanley Rose III, Superintendent IRVINE BENTON STREET LLC By: Name: Title: 9

10 Exhibit A (See Attached Irvine Property Legal Description and Property Map) [to be attached] 10

11 MISSION TOWN CENTER LEGAL DESCRIPTION OF PROPERTY ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF SANTA CLARA, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA DESCRIBED AS FOLLOWS: BEING A PORTION BLOCKS 2 & 3 NORTH, RANGE 4 EAST AND BLOCKS 2 & 3 NORTH, RANGE 5 EAST TOGETHER WITH A PORTION OF FREMONT STREET AND SHERMAN STREET (BOTH BEING A PUBLIC STREET 70 FEET IN WIDTH) AS SHOWN ON THAT CERTAIN OFFICIAL MAP OF SANTA CLARA ENTITLED MAP OF THE TOWN OF SUB-LOTS OF SANTA CLARA, SANTA CLARA COUNTY, CALIFORNIA, SURVEYED BY J.J. BOWEN, COUNTY SURVEYOR, JULY 1866, RECORDED AUGUST 22 ND, 1866 IN BOOK B OF MAPS, PAGE 103 RECORDS OF SAID SANTA CLARA COUNTY, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWESTERLY LINE OF FREMONT STREET AND THE NORTHEASTERLY LINE OF THE ALAMEDA (A PUBLIC STREET 70 FEET IN WIDTH), AS THE ALAMEDA IS ALSO SHOWN ON SAID OFFICIAL MAP FILED IN BOOK B, PAGE 103; THENCE NORTH WEST ALONG SAID NORTHEASTERLY LINE OF THE ALAMEDA, A DISTANCE OF FEET; THENCE NORTH EAST, A DISTANCE OF FEET; THENCE NORTH WEST, A DISTANCE OF FEET; THENCE NORTH EAST, A DISTANCE OF FEET; THENCE NORTH WEST, A DISTANCE OF FEET; THENCE SOUTH EAST, A DISTANCE OF FEET; THENCE SOUTH EAST, A DISTANCE OF FEET; THENCE SOUTH EAST, A DISTANCE OF FEET TO THE BEGINNING OF A TANGENT CURVE; THENCE SOUTHEASTERLY ALONG LAST MENTIONED CURVE TO THE RIGHT, HAVING A RADIUS OF FEET, THROUGH A CENTRAL ANGLE OF 122º 29 26, AN ARC DISTANCE OF FEET; THENCE SOUTH WEST, A DISTANCE OF 37.97; THENCE SOUTH WEST, A DISTANCE OF FEET; THENCE NORTH WEST, A DISTANCE OF 6.34 FEET; THENCE SOUTH WEST, A DISTANCE OF FEET; THENCE SOUTH EAST, A DISTANCE OF 7.26 FEET; THENCE SOUTH WEST, A DISTANCE OF FEET; THENCE NORTH WEST, A DISTANCE OF 8.01 FEET; THENCE SOUTH WEST, A DISTANCE OF FEET; THENCE SOUTH EAST, A DISTANCE OF 8.40 FEET; THENCE SOUTH WEST, A DISTANCE OF FEET TO THE BEGINNING OF A TANGENT CURVE; THENCE WESTERLY ALONG LAST MENTIONED CURVE TO THE RIGHT, HAVING A RADIUS OF FEET, THROUGH A CENTRAL ANGLE OF 90º 00 55, AN ARC DISTANCE OF FEET; THENCE NORTH WEST, A DISTANCE OF FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF 254,466 SQUARE FEET (5.84 ACRES) OF LAND, MORE OR LESS. THE BEARING OF NORTH 65º EAST ON THE MONUMENT LINE OF FREMONT STREET BETWEEN THE ALAMEDA AND SHERMAN STREET AS SHOWN UPON THAT CERTAIN PARCEL MAP FILED IN BOOK 386 PAGE 8, OF RECORDS OF SAID SANTA CLARA COUNTY WAS USED AS THE BASIS OF ALL BEARINGS FOR THIS DESCRIPTION.

12 San Rafael Concord Richmond Walnut Creek Berkeley Sa INTERSTATE 680 Oakland n San Francisco Fr San Ramon an Alameda ci INTERSTATE 580 sc Daly City o INTERSTATE Hayward Ba 280 y Fremont San Mateo ea Woodside INTERSTATE 880 Redwood City n Project Location Mountain View US 101 INTERSTATE 280 San Jose NOT TO SCALE Project Site 340 n APPROXIMATE SCALE IN FEET SOURCE: Google Inc., March 2015, Imagery Date February 2014 FIGURE Project Location /15

13 RECORDING REQUESTED BY: Exhibit B MEMORANDUM OF AGREEMENT Kronick, Moskovitz, Tiedemann & Girard for the benefit of the Santa Clara Unified School District WHEN RECORDED RETURN TO: Kronick, Moskovitz, Tiedemann & Girard A Professional Corporation 400 Capitol Mall, 27th Floor Sacramento, CA This document is recorded for the benefit of the Santa Clara Unified School District and BENTON STREET LLC and recording is exempt from fees pursuant to California Government Code section This transaction is exempt from documentary transfer tax pursuant to California Revenue and Taxation Code section SANTA CLARA UNIFIED SCHOOL DISTRICT AND BENTON STREET LLC MEMORANDUM OF SCHOOL IMPACT MITIGATION AGREEMENT MISSION TOWN CENTER This Memorandum of Agreement ( Memorandum ) is made and entered into by and between Santa Clara Unified School District, a school district organized and existing under the laws of the State of California ( District ), on the one hand, and BENTON STREET LLC ( Irvine ), on the other hand. (District and Irvine are collectively referred to herein as, the Parties ) to witness that: The District and Irvine entered into that certain School Impact Mitigation Agreement, Mission Town Center, dated February, 2016 ( School Mitigation Agreement ). Any capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the School Mitigation Agreement. By way of the School Mitigation Agreement, the District and Irvine established terms and conditions under which Irvine will provide funding to the District for the design, construction and furnishing of schools ( School or Schools ) to accommodate students generated by the Irvine project which is located within the City of Santa Clara and within the District s boundary (the Development ). The real property that constitutes the Development s project is described in Exhibit A attached hereto and incorporated herein by reference. The School Mitigation Agreement is effective February, 2016 ( Effective Date ) and terminates in full upon the date of payment by Irvine of the Impact Fee and the Voluntary 1

14 Community Benefit Payment as defined in and pursuant to the School Mitigation Agreement, or upon such other date mutually agreed upon in writing by the Parties. The School Mitigation Agreement also shall partially terminate as to any portion of the Property and Development with respect to which Irvine has made payment of the Impact Fee and Voluntary Community Benefit Payment in accordance with the School Mitigation Agreement. This Memorandum may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. This Memorandum has been prepared for the purpose of giving notice of the School Mitigation Agreement and of its terms, covenants, and conditions, and for no other purposes. The provisions of this Memorandum shall not in any way change or affect the provisions of the School Mitigation Agreement, the terms of which remain in full force and effect. In the event of any conflict between any provisions of this Memorandum and any provisions of the School Mitigation Agreement, the provisions of the School Mitigation Agreement shall govern. In WITNESS WHEREOF, this Memorandum has been entered into by and between the District and Irvine as of the Effective Date. DISTRICT SANTA CLARA UNIFIED SCHOOL DISTRICT By: Superintendent IRVINE BENTON STREET LLC By: Insert Notary Blocks Here 2