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a) with respect to the first installment of $550,000, upon Property One having <br />completed fifty percent (50%) of Landlord's Work (as defined in the Orange <br />Street Lease) as certified by Landlord's general contractor or architect; <br />b) with respect to the second installment of $225,000, upon substantial <br />completion of the Landlord's Work (for the purposes of this Agreement, <br />substantial completion shall mean when a temporary certificate of <br />occupancy has been issued for Landlord's Work at the Orange Street <br />Property); and <br />c) with respect to the third installment of $225,000, upon the occurrence of the <br />Rent Commencement Date or the surrender by Citi of the State Street <br />Building, whichever occurs first (as defined in the Orange Street Lease). <br />3. Governing Law. This Agreement shall be governed by the laws of the State of <br />California. The exclusive venue for any action arising from this Agreement shall be in the Superior <br />Court of the County of San Bernardino. <br />4. Remedies Upon Default. An event of default shall be deemed to exist upon the <br />occurrence of all three of the following: <br />a) either Redlands or Property One has, without legal justification or excuse, <br />breached any one or more of its obligations under this Agreement; and <br />b) the non -defaulting party has sent written notice to the party claimed to be in <br />default, specifying the default and what actions the non -defaulting party <br />asserts should be taken to remedy the default; and <br />c) the party claimed to be in default has not, within ten (10) days following <br />receipt of the written notice described above, either corrected the default or <br />taken actions, reasonable satisfactory to the non -defaulting party, to remedy <br />the default within a reasonable period of time, but in no event longer than <br />thirty (30) days after receipt of the written notice described above. <br />Following an event of default, the non -defaulting party may exercise any and all remedies <br />available to it at law or in equity, including, without limitation, instituting an action for damages, <br />injunctive relief, or specific performance. <br />5. Legal Challenges; Indemnification. Redlands represents and warrants to the best <br />of its knowledge to Property One that (i) it has the full power and authority to execute and deliver <br />this Agreement, and to perform and carry out all covenants and obligations to be performed and <br />carried out by Redlands hereunder, and (ii) execution of this Agreement and all documents <br />executed pursuant to this Agreement, and performance by Redlands of its obligations hereunder, <br />will not breach or violate any other agreement, court order or other arrangement by which Redlands <br />is bound. In the event of any third -party claims and/or suits arising out of Redland's payment of <br />the Reimbursement Funds to Property One under this Agreement, Redlands will indemnify, defend <br />and hold harmless Property One from and against any order, award, judgment, cause of action, <br />claim or other actions arising out of this Agreement, including without limitation, any claims <br />2 <br />C\cmo\AgreememsTroperty One, LLC Reimbursement Agreement FY23-0004.docx-ms <br />