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HomeMy WebLinkAbout02 FIFTH AMENDMENT TO TUSTIN LEGACY DISPOSITIONAgenda Item 2 AGENDA REPORT Reviewed: City Manager Finance Direct MEETING DATE: OCTOBER 19, 2010 TO: DAVID C. BIGGS, CITY MANAGER FROM: REDEVELOPMENT AGENCY SUBJECT: FIFTH AMENDMENT TO TUSTIN LEGACY DISPOSITION AND DEVELOPMENT AGREEMENT 04-02 (RETAIL DEVELOPMENT) AND FIFTH AMENDMENT TO THE INFRASTRUCTURE CONSTRUCTION AND PAYMENT AGREEMENT SUMMARY Approval is requested of the Fifth Amendment to the Tustin Legacy Disposition and Development Agreement ("DDA") 04-02 (Retail Development) and Fifth Amendment to the Infrastructure Construction and Payment Agreement ("ICPA") between the City of Tustin and Vestar/Kimco Tustin, L.P. as it relates to the "District" at Tustin Legacy project. RECOMMENDATION It is recommended that the City Council: 1. Adopt Resolution No. 10-95 finding that the Fifth Amendment to DDA 04-02 and the Fifth Amendment to the ICPA is within the scope of the Final Joint Program EIS/EIR for the Reuse and Disposal of MCAS Tustin, as amended by an Addendum, and that no additional environmental impacts are anticipated and no further environmental analysis is required. 2. Approve and authorize the City Manager, or Assistant City Manager to execute the Fifth Amendment to DDA 04-02 and Fifth Amendment to the ICPA, subject to any non - substantive modifications as may be determined necessary by the City Attorney, and to carry out all actions necessary to implement the amendments including execution of all related documents and instruments FISCAL IMPACT The Fifth Amendment to DDA 04-02 and the Fifth Amendment to the ICPA permit certain delays in construction of portions of the Developer's responsibilities for construction of certain improvements within the Tustin Legacy Backbone Infrastructure Program, which were previously required to be completed in June of 2010. Atgenda Report 5Amendment to DDA 04-02 and ICPA Page 2 DDA 04-02 and the ICPA, as previously amended, provide for the Developer to be reimbursed by the City for any costs of the Developer Backbone Infrastructure Work which exceed its Project Fair Share Obligation. Section 8.13.3 of the DDA capped Developer's obligation in amount of $36,300,000, with the difference to be reimbursed from the following sources pursuant to Section 4.2.1 of the ICPA: • City's land sale proceeds from the initial Developer closing on the "District" transaction not to exceed $7,500,000, provided that the City's obligation to reimburse Developer utilizing these funds terminated if reconciliation under procedures in the Agreement is not completed and funds paid to Developer before May 13, 2004. • City's land sale proceeds from any subsequent Developer closings on the "District" transaction, provided that the City's obligation to reimburse Developer utilizing these funds shall terminate if reconciliation under procedures in the Agreement is not completed and funds paid to Developer before May 13, 2009. • The City's receipt of land sale proceeds from the Master Developer footprint which are in excess of the cost of Tustin Legacy Backbone Infrastructure design and construction costs for the Valencia North Loop Road and Armstrong Infrastructure project (CIP NO. 7139). • Any bonds issued by City covering all or any portion of Tustin Legacy with a plan of work that specifically includes Developer's Backbone Infrastructure work. • The City's receipt of reimbursement funds from IRWD for water and sewer utilities constructed by Developer. The current cost estimates for Developer Backbone Infrastructure Work as identified in the ICPA is $82,510,692. Subject to all pre -conditions for reimbursement being met as required by the ICPA, the City's reimbursement obligation to Developer is the amount of $46,180,692. However, to date not all of the Developer's Backbone Infrastructure has been completed. The City has determined eligible expenses for Developer's installed Backbone Infrastructure to be in an amount of $54,497,760 and Developer has received credit or reimbursements for its Backbone Infrastructure Work in the amount of $52,788,155 (this includes the Developer's Project Fair Share Obligation). Therefore, the City currently owes the Developer, once funds are available, $1,709,605 and would likely have an additional exposure of $28,012,932 if all improvements are constructed consistent with the current estimated construction costs. To the extent that any further adjustments or modifications to estimated construction costs for incomplete or deferred facilities are approved by the City Council in the future, this obligation could increase. Agenda Report 5t Amendment to DDA 04-02 and ICPA Page 3 Provisions of the proposed Fifth Amendment to the ICPA, have a number of other fiscal implications: • The Developer would maintain the opportunity to request City review of potential future modifications to the improvement cost estimates for incomplete or deferred projects that the City has not yet certified as complete. Any such requests for modifications would require City Council approval in the form of an amendment to the ICPA. • Any unpaid reimbursement owed to the Developer under the current ICPA would not have accrued interest until two years following completion of the Minimum Project which included all Developer's Backbone Infrastructure Work. The Amendment modifies the Minimum Project to remove the Deferred Backbone Infrastructure Work and would require that interest start accruing upon completion of all Deferred Backbone Infrastructure Work. The interest rate remains unchanged, increasing annually on each anniversary date of the completion, at the rate of five percent (5%) simple interest. BACKGROUND The City Council previously approved DDA 04-02 in July 2004, and subsequently approved four amendments to the DDA in March 2005, June 2005, November 2006, and November 2007 (collectively, the "Original DDA"). Provisions of the Fifth Amendment to DDA 04-02 will permit Vestar/Kimco Tustin, L.P. (the "Developer") to defer construction of certain required Tustin Legacy backbone infrastructure improvements which would have otherwise been required to be completed in June 2010. The ICPA is an implementing agreement required by DDA 04-02. The City Council approved the ICPA June 8, 2005, and subsequent amendments in July 2007, September 2007, January 2008, and in December 2008 (collectively, the "ICPA"). Provisions of the Fifth Amendment to the DDA will permit the Developer to defer construction of certain required Tustin Legacy backbone infrastructure improvements and the Fifth Amendment to the ICPA would establish consistency with the proposed DDA Amendments. DDA 04-02 The Original DDA requires the Developer's design and construction of certain Tustin Legacy Backbone Infrastructure and Developer's fair share contribution toward Tustin Legacy Backbone Infrastructure. Pursuant to Section 8.1.5.a of the Original DDA, all Agenda Report 5t Amendment to DDA 04-02 and ICPA Page 4 Improvements, including all of the Developer's Backbone Infrastructure Work, was to be completed by no later than five (5) years from the Initial Close of Escrow (the "Improvement Completion Date") or by June 10, 2010. Because of weak market conditions, Developer initiated discussion with the City on proposed amendments requesting an extension of time at least past another Christmas holiday (the 2010 Holidays) to ensure stabilization of the District and its tenants before further construction of major infrastructure could be disruptive in the vicinity of the District. Additionally, the Developer had anticipated an earlier availability of available reimbursement funds from the City, which have not materialized such as land sales from certain other property at Tustin Legacy. While the City made no specific time commitment for such reimbursement funds in either the DDA or ICPA, the Developer has claimed that there has been a heavy financial burden on it to complete all outstanding Developer Backbone Infrastructure Work by June 10, 2010 as required by the Original DDA. To assist the Developer based on the current economic environment and to facilitate completion of all of the Developer Backbone Infrastructure Work required under the Original DDA and ICPA, the Developer has requested postponement of certain Developer Backbone Infrastructure Work not yet deemed complete which would include the following: 1. Deferred Barranca Roadway and Channel Segments which involve the design and construction of the Barranca Parkway Roadway Segment -Phase 2 and the Barranca Parkway Channel Segment- Phase 2 and include the completion of the full north side widening and improvement to Barranca Parkway. 2. Deferred Warner Storm Drain Facilities which includes the design and construction of the required Warner Avenue Storm Drain from just west of Jamboree Road to Peters Canyon Channel. 3. Deferred Barranca Storm Drain Facilities which include any property acquisition of easement rights and the design and construction of a storm drain along the north side of Barranca Parkway between Jamboree Road and Peters Canyon Channel or an Alternative Improvement that may be approved by the City. Attachment 7 (Schedule of Performance) of the Original DDA would be amended to require the Developer to coordinate and specifically sequence the design, bidding and completion of construction of the required improvements within specific time framed trigger events specific to each of the above deferred improvements, but in no event later than June 10, 2015. Agenda Report 5t Amendment to DDA 04-02 and [CPA Page 5 Infrastructure Construction and Payment Agreement The Fifth Amendment to the DDA, permits the Developer to defer certain required Tustin Legacy backbone infrastructure improvements that have yet to be started. Accordingly, to assist the Developer under the current economic environment and to facilitate completion of the Tustin Legacy Backbone Infrastructure Work as required, the estimated costs for the Deferred Backbone Infrastructure have been isolated with segments identified as either completed, incomplete or pending, and deferred. This would continue to allow the Developer to receive reimbursement from reimbursement funds when they are available in the form of progress or partial payments with respect to work that has already been performed and for which payment requests are eligible expenditures certified by the City Engineer. The Fifth Amendment of the ICPA also permits, in the case of any balances available in any infrastructure segment, the City to authorize transfer of Developer's unspent estimated improvement costs to support costs for other facility segments not yet completed, accepted or released by the City, subject to certain conditions. It will also permit the City Council to review potential future modifications to the improvement costs for deferred or incomplete facilities, subject to certain conditions being met. Environmental Documentation In considering approval of the Fifth Amendment to DDA 04-02 and Fifth Amendment to the [CPA, the City has complied with the requirements of the California Environmental Quality Act and the applicable state and local implementing guidelines (collectively "CEQA") through the preparation of an initial study. The conclusion of the initial study is that the amendments are consistent with the Final Joint Program Environmental Impact Report for the Reuse and Disposal of MCAS Tustin, as amended in April 2006 by a Final Addendum (including minor Errata to the Addendum). City staff recommends that the City Council adopt a resolution with applicable environmental findings supporting this conclusion. hristine Shingleton Assistant City Manag & RDA Assistant Executive Director Attachments: Fifth Amendment to DDA 04-02 Fifth Amendment to ICPA City Council Resolution No. 10-95 Exhibit A for Resolution No. 10-95 SEGMENT COST SUMMARY FOR THE "DISTRICT" AT TUSTIN LEGACY VESTAR DEVELOPMENT RELEASE PRICE AS OF NOVEMBER 18, 2009 U:\REtaiI%Infrastructure Agreement\Vestar Cost Summary 30-31-10.xlsx 10/11/201010:34 AM Estimated Vestar Total Paid Segment Segment Release Price Requested Cost Verified Eligible Reimbursement Status per Exhibit "A" not Verified by Release Price to Date city Roadway Segments 1 Barranca Parkway Phase 1 Pending $ 8,185,357 $ 12,016,597 Barranca Parkway Phase 1 -1st Payment Complete $ 340,390 $ 340,390 $ 340,390 Barranca Parkway Phase 2 Defer $ 700,000 Total for Barranca Parkway $ 9,225,747 $ 12,016,597 $ 340,390 $ 340,390 2 Tustin Ranch Road Complete S 8,903,344 $ 8,909,415 $ 8,903,344 $ 8,903,344 3 Park Avenue Paid with CFD 07-1 Complete $ 11,934,401 $ 15,780,949 $ 11,934,401 $ 11,934,401 Park Avenue Remaing Release Price Complete $ 6,006,315 $ 6,054,544 $ 6,006,315 $ 6,006,315 4 Warner Avenue Complete S 5,338,771 S 5,341,359 $ 5,338,771 $ 5,338,771 5 Jamboree Road Complete $ 602,502 $ 195,205 $ 195,205 $ 195,205 Total Roadway Segments $ 42,011,080 $ 48,298,069 $ 32,718,426 $ 32,718,426 Storm Drain Facilities Seaments 1 Barranca Parkway Channel Phase 1 Pending $ 6,469,735 $ 6,469,735 Barranca Parkway Channel Phase 2 Defer $ 685,758 2 Barranca Parkway Storrs Drain Phase 1 Complete $ 1,719,806 $ 1,827,642 $ 1,719,806 $ 1,719,806 Barranca Parkway Storm Drain Phase 2 Defer $ 2,700,000 3 Warner Avenue in City of Tustin Complete $ 11,501,224 $ 11,501,224 $ 11,501,224 $ 11,501,224 Warner Avenue in City of Irvine Defer $ 3,365,725 Total Storrs Drain Facilities Segments $ 26,442,248 $ 19,798,601 $ 13,221,030 $ 13,221,030 IRWD Facility Seaments 1 Barranca Parkway Complete $ 2,317,859 $ 1,839,622 2 Tustin Ranch Road Complete $ 3,466,695 $ 2,593,337 3 Park Avenue ' Complete $ 4,455,610 $ 3,618,539 4 18" Sewer across Parcel 8 Complete $ 900,211 $ 844,599 Sub -Total IRWD Facilities Segments Complete $ 4,200,000 $ 4,200,000 Additional Approved IRWD Costs Complete $ 1,709,605 Total IRWD Facilities Segments $ 11,140,375 $ 8,896,097 $ 5,909,605 $ 4,200,000 Traffic Signal Seaments 1 Barranca Parkway/rustin Ranch Road Complete $ 607,079 $ 1,179,590 $ 607,079 $ 607,079 2 Tustin Ranch Road/Park Avenue Complete $ 301,250 $ 297,470 $ 297,470 $ 297,470 3 Tustin Ranch Road/Warner Avenue Complete $ 265,100 $ 262,370 $ 262,370 $ 262,370 4 Park Avenue/WamerAvenue Complete $ 301,250 $ 297,470 $ 297,470 $ 297,470 5 Barranca Parkway/Millikan Avenue Complete $ 413,074 $ 844,560 $ 413,074 $ 413,074 6 Park Avenue/Wamer Avenue Ramps Complete $ 241,000 $ 238,970 $ 238,970 $ 238,970 7 Barranca Parkway/Jamboree Road Complete $ 288,236 $ 878,371 $ 288,236 $ 288,236 Total Traffic Signal Segments $ 2,416,989 $ 3,998,801 $ 2,404,669 $ 2,404,669 Right of Way Segments 1a Barranca Parkway Storm Drain Defer $ 200,000 1 b Warner Avenue Complete $ 300,000 $ 244,030 $ 244,030 $ 244,030 Total Right of Way Segments $ 500,000 $ 244,030 $ 244,030 $ 244,030 Total Segments $ 82,510,692 $ 81,235,599 $ 54,497,760 $ 52,788,155 U:\REtaiI%Infrastructure Agreement\Vestar Cost Summary 30-31-10.xlsx 10/11/201010:34 AM CITY OF TUSTIN OFFICIAL BUSINESS REQUEST DOCUMENT BE RECORDED AND TO BE EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE SECTION 6103 AND 27383 Recording requested by and when Recorded mail to: City of Tustin Attention: Assistant City Manager 300 Centennial Way Tustin, CA 92780 Space Above Reserved for Recorder FIFTH AMENDMENT TO TUSTIN LEGACY DISPOSITION AND DEVELOPMENT AGREEMENT (RETAIL DEVELOPMENT) This FIFTH AMENDMENT TO TUSTIN LEGACY DISPOSITION AND DEVELOPMENT AGREEMENT (RETAIL DEVELOPMENT) (this "Amendment") is entered into as of , 2010 (the "Effective Date") by and between the CITY OF TUSTIN (as more fully defined in Section 1.4.1 of the Original DDA (as defined below), ("CITY") and VESTAR/KIMCO TUSTIN, L.P., a California limited partnership (as defined in Section 1.4.2 of the Original DDA, ("Developer"). The City and the Developer are sometimes referred to herein individually as a "Party" and collectively as the "Parties." RECITALS A. City and the Developer entered into that certain Tustin Legacy Disposition and Development Agreement (Retail Development) dated as of July 20, 2004, as amended by that certain First Amendment to Tustin Legacy Disposition and Development Agreement (Retail Development) dated as of March 25, 2005, that certain Second Amendment to the Tustin Legacy Disposition and Development Agreement (Retail Development) dated as of June 8, 2005 (as disclosed by a Memorandum thereof recorded June 10, 2005 as Instrument No. 2005000446772 of Official Records), that certain Third Amendment to the Tustin Legacy Disposition and Development Agreement (Retail Development) dated as of November 3, 2006 (as disclosed by a Memorandum thereof recorded November 3, 2006 as Instrument No. 2006000744972 of Official Records), and that certain Fourth Amendment to the Tustin Legacy Disposition and Development Agreement (Retail Development) dated as of November 9, 2007 (as disclosed by a Memorandum thereof recorded November 9, 2007 as Instrument No. 2007000678615 of Official Records) (collectively, the "Original DDA") pursuant to which, among other things, the City agreed to sell and/or lease or sublease, and the Developer agreed to purchase and/or lease or sublease, the Property (as defined in the Original DDA) and the Parties agreed to a scope of development for the Property. Initially capitalized terms not defined herein shall have the respective meanings assigned to such terms in the Original DDA. B. City and the Developer each desire to amend the Original DDA as set forth below. The Original DDA as amended by this Amendment is referred to herein as the "Agreement." AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated in the operative provisions of this Amendment by this reference and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties further agree as follows: 1. Property Affected by this Fifth Amendment to the DDA. This Amendment does not add any new "Property" as such term is defined in the Original DDA and in the Memorandum of DDA and Memorandums of Amendments to the DDA previously recorded. The Property affected by this Amendment shall consist of Developer Fee Parcels and Developer Sublease Parcels as more particularly legally described on Exhibit A, and incorporated herein by reference. 2. Modifications to Several Sections of the Original DDA as it relates to the Completion Schedule for Certain Backbone Infrastructure Work 2.1 Section 8.1.5(a)(i) is hereby amended and restated as follows: (i) Minimum Project. Within six (6) months following the Initial Close of Escrow and in accordance with the requirements of the Schedule of Performance, Developer shall submit to the City a complete application for the first building permit for the Minimum Project. Within six months following the earlier of (x) the actual date of submittal by Developer of a complete application by the Developer for the first building permit for the minimum Project and (y) the first anniversary of the Initial Close of Escrow, (the "Minimum Project Permit Date"), Developer shall submit complete applications for all building permits and other permits and approvals required for development of the Minimum Project from each Governmental Authority having jurisdiction. Immediately after receipt of all permits and approvals, Developer shall promptly begin and thereafter diligently prosecute to Completion (x) Developer's Backbone Infrastructure (y) all Required Horizontal Improvements and (z) all Vertical Improvements comprising the Minimum Project in accordance with the requirements of and within the time periods established by this Agreement, including the Schedule of Performance 2 and the Vesting Tentative Tract Map and in accordance with the Special Restrictions, the Approved Project Plans, the Entitlements, the Development Permits, the Specific Plan, the Reuse Plan and all other Governmental Requirements, as well as all requirements of private utility purveyors. Developer shall Complete the Minimum Project on or before the date that is twenty-four (24) months following the Minimum Project Permit Date (the "Minimum Project Completion Date"), except for certain Tustin Legacy Backbone Infrastructure Work ("Deferred Backbone Infrastructure") as identified in Attachment 3 under the definition of the "Minimum Project' and for which specific completion dates are identified in the Schedule of Performance (Attachment 7) and, except as set forth in clause (ii) below with respect to Lease Parcels, shall complete the remainder of the Improvements on Developer Fee Parcel A and Developer Fee Parcel B, including all Retail Buildings on Minor Pads, on or before the date that is five (5) years from the Initial Close of Escrow (the "Improvements Completion Date")." 2.2 Section 8.1.5(b) is hereby modified and amended as follows: " (b) Phasin . The City acknowledges and agrees that the Project may be constructed and Completed in Phases and as necessary to accommodate any phased acquisition of the Property due to existing LIFOC restrictions provided that: (i) the Phases shall be clearly identified on the Vesting Tentative Tract Map and/or on the Concept Plan and Design Review as such submittals may be revised and approved by the City, (ii) the first Phase of the Project shall not be less than the Minimum Project, (iii) the Required Horizontal Improvements and the Tustin Legacy Backbone Infrastructure Improvements (identified in the Scope of Work attached as Attachment No. 8) shall be completed as part of the Minimum Project, as such definition for the Minimum Project contained in Attachment 3 excludes certain Deferred Backbone Infrastructure Work which shall be completed pursuant to the Schedule of Performance (Attachment 7), (iv) conditions of City approval may require certain additional improvements to be constructed and Completed as part of the Minimum Project, and (iv) upon Completion thereof, each Phase shall comply with all Governmental Requirements, including all Specific Plan requirements and Entitlement conditions of approval for development on the Developer Parcels, without reliance upon Improvements to be constructed in future Phases. Subject to the foregoing, the City agrees to cooperate in good faith with the Developer to implement this Agreement so as to permit development of the Project in Phases." 3. Modifications to Attachment 3, Glossary of Defined Terms 3.1 The Attachment 3, Glossary of Defined Terms for "Minimum Project' and "Minimum Project Completion Date" are amended and restated to read as follows: 3 " Minimum Project shall mean construction of 545,000 square feet of rentable area which shall be constructed generally in the locations shown on Attachment No. 9B and shall not include the completion of the Deferred Backbone Infrastructure Work which shall be completed pursuant to the Schedule of Performance (Attachment 7) and Scope of Work (Attachment 8)." "The Minimum Project Completion Date shall have the meaning set forth in Section 8.1.5(a)(i). Pursuant to Section 8.1.5 of the DDA, the Deferred Backbone Infrastructure Work shall include those certain Tustin Legacy Backbone Infrastructure Work items described as follows: • Deferred Barranca Roadway and Channel Segments which involve the design and construction of the Barranca Parkway Roadway Segment -Phase 2 and the Barranca Parkway Channel Segment- Phase 2 and include the completion of the full north side widening and improvement to Barranca Parkway as identified in subsection 2.1.5 (a) of the Scope of Work (Attachment 8) and where applicable, subsection 2.1.5(b) of the Scope of Work, including but not limited to, completion of any necessary improvements to the Barranca Channel and its undercrossing of Barranca Parkway in accordance with the City's Run-off Management Plan for Tustin Legacy (ROMP) (including but not limited to the MWD water line and IRWD water line removals, relocations, and replacement of the existing box culvert), restoration of the Barranca Parkway roadway, and any signing and striping modifications and as necessary restoration of landscaping medians, and necessary modification of SCE transmission lines within Barranca Parkway medians impacted by left turn enhancements or median modifications, and traffic signal work as may be necessary. • Deferred Warner Storm Drain Facilities which includes the design and construction of the required Warner Avenue Storm Drain from Peters Canyon Channel to just west of Jamboree Road (connecting with the termination of existing Warner Avenue Storm Drain improvements) as required under the DDA and the City's Tustin Legacy Run-off Management Plan and which would accept upstream storm waters and release said waters into the downstream regional flood control systems in the Peters Canyon Channel in City of Irvine. • Deferred Barranca Storm Drain Facilities which include the property acquisition of easement rights and the design and construction of a storm drain along the northside of Barranca Parkway between Jamboree Road and Peters Canyon Channel ("Original Barranca Storm Drain Facilities) as required under the DDA and the City's Tustin Legacy Run-off Management Plan unless an alternative design and construction approach ("Alternative Storm Drain Facilities") which is more cost effective is acceptable to and approved in writing by the City, in its sole discretion (and if necessary, the County of Orange Flood Control District as it may affect revisions to the M Tustin Legacy Run-off Management Plan) as more specifically described and subject to any conditions contained under Action 6. C. in the Schedule of Performance (Attachment 7) and in Section 2.1.5 (f) of the Scope of Development). The term "Deferred Barranca Strom Drain Facilities shall mean the Original Barranca Storm Drain Facilities or, if approved by the City, the Alternative Storm Drain Facilities. 4. Modifications to Schedule of Performance 4.1 Attachment 7, the Schedule of Performance, Action 6.13, Bullet No. 3 is hereby deleted in its entirety and amended and restated to read as follows: "On Minor Pads and for all Improvements required by the DDA in addition to Minimum Project square footages, but excluding Improvements on Lease Parcels, no later than five (5) years following Initial Closing Date, except for the following Deferred Backbone Infrastructure Work: Deferred Barranca Parkway Roadway and Channel Segments; Deferred Warner Avenue Storm Drain Facilities, and Deferred Barranca Storm Drain Facilities. 4.2 Attachment 7, the Schedule of Performance, is hereby amended and restated to add Action 6.0 to read as follows: "6.C. Action Completion of Construction of Deferred Backbone Infrastructure Timing Developer shall complete construction of Deferred Backbone Infrastructure Work as follows: • Deferred Barranca Parkway Roadway and Channel Segments:. Developer shall coordinate and specifically sequence the design, bidding, and Developer's completion of construction of the required improvements within the specific time frames identified for any one of the following trigger events, whichever occurs the earliest: (i) within twelve (12) months after the City approves a development entitlement application for development for any property adjacent to the Barranca Channel, or (ii) within twelve (12) months after the City approves construction plans, specifications, and bid documents for the portion of Barranca Parkway west of Developer's Deferred Barranca Parkway Roadway and Channel Segment obligations under the DDA, or (iii) in no event later than June 10, 2015. Developer also agrees to coordinate with the City to have Deferred Barranca Parkway Roadway and Channel work undertaken by Developer and other work on other portions of Barranca Parkway being undertaken by the City and/or other E third parties coordinated to reduce traffic disruptions wherever possible along Barranca Parkway. • Deferred Warner Avenue Storm Drain Facilities. Developer shall coordinate and specifically sequence the work by completing design, bidding and completion of construction of the required improvements within the specific time frames identified for any of the following trigger events, whichever occurs the earliest: (i) within twelve (12) months after the City approves a development entitlement application for development of any developable area tributary to the Warner Avenue Storm Drain system, as determined by the City in its sole discretion, or (ii) within twelve (12) months of any rough grading permit issuance for any area in Neighborhood G greater than a minimum of fifteen (15) acres, provided in any event Developer shall not be required to proceed with the construction earlier than within twelve months of April 30, 2011, or (iii) within twelve (12) months of the opening of traffic on Warner Avenue from Tustin Ranch Road west towards Armstrong Avenue, or (iv) within twelve (12) months after opening to traffic of the Tustin Ranch Road Extension Segment from Warner Avenue to the Valencia Loop Road (future northerly portion of Park Avenue) , or; (v) in no event later than June 10, 2015. Deferred Barranca Parkway Storm Drain Facilities. Developer shall coordinate and specifically sequence the work with the reasonable cooperation from the City by completing any necessary right-of-way acquisition, design, bidding and completion of construction of required improvements within the specific time frames identified herein. As an alternative to the original Barranca Parkway Storm Drain, Developer may also design and request City approval for a more cost efficient solution ( "Alternative Storm Drain Facilities") rather than the Original Barranca Storm Drain project provided Developer is able to demonstrate to the City the following: the alternative project will be at least equivalent to the functional equivalency of storm drain capacity that would have been provided under the Original Barranca Storm Drain project; the alternative project is a viable and definitive project that will be a cost saving solution that would not necessitate acquisition of right-of-way adjacent to Barranca Parkway between Jamboree Road and the Peters Canyon Channel; a contractual agreement can be reached with any applicable developer of property within the master drainage area west, north, or northwest of the District site where the Alternative Improvements are proposed (the "Adjacent Property), including the City, if the City owns all right-of-way necessary for such Alternative Storm Drain Facilities, and; the location and design of the Alternative Storm Drain Facilities is acceptable and approved by the City, in its sole discretion (and, if necessary, the County of Orange Flood Control District as it may affect revisions necessary to the Tustin Legacy Runoff Management Plan). Either the Original Barranca Storm Drain facilities or the Alternative Storm Drain Facilities time frames for completion of design, bidding, and construction shall be completed by earliest of the following trigger events: (i) within twelve (12) months after the City approves construction plans, specifications, and bid documents for that portion of Warner Avenue west 0 of Tustin Ranch Road, or (ii) in no event later than June 10, 2015. City agrees that it will maintain the necessary Warner Avenue right-of-way to reserve the option of accommodating the installation of the Alternative Storm Drain Facilities. 5. Modifications to Scope of Development 5.1 Attachment 8, paragraph five of Section 2.1.5(f) is hereby amended and restated to read as follows: "Storm drain improvements will also include construction of the San Joaquin storm drain at a capacity and in a location approved by the Director of Public Works and necessary wetlands and Southwest Pond Turtle mitigation required by the Final EISIEIR and the Department of Fish and Game (all of which will not be considered part of the Tustin Legacy Backbone Infrastructure Program Improvements but required Developer Horizontal Improvements). It is expected that San Joaquin storm drain improvements would be dedicated to the City as an easement, with landscaping, surface parking and loading areas permitted within the easement. Storm drain improvements will also include removal and replacement of the existing 72 -inch RCP with a minimum 84 -inch RCP in Barranca Parkway from the San Joaquin Channel to the vicinity of Construction Circle in the City of Irvine (the "Original Barranca Storm Drain Facilities"), except for any Alternative Storm Drain Facilities as may be approved by the City subject to any conditions contained in Section 6.0 of the Schedule of Performance (Attachment 7). In the event the City in its sole discretion determines that an amendment to City's Tustin Legacy Runoff Management Plan is necessary or appropriate to accommodate any Alternative Storm Drain Facilities as may be approved by the City, Developer shall be responsible for any costs incurred by the City of Tustin for such revisions, subject to a not to exceed cap of Fifty Thousand Dollars ($50,000). All storm drain improvements shall comply with the City's ROMP. The Developer shall also be responsible for retaining on-site water from the Project in below -grade structures constructed on the Project Site unless other interim storm drain water detention facilities attributable to the Project are approved by the Director of Public Works (this will not be a reimbursable part of the Developer's Backbone Infrastructure Work, but will be Developer's sole responsibility and will be a required Developer Horizontal Improvement). Developer shall also be required to accept upstream storm that might cross the Property and detain/retain on the Property such upstream water so that the release of said water into downstream regional flood control systems does not exceed historical flow rates or the downstream capacity of such systems. With the exception of the design and construction of the San Joaquin storm drain, other off- site storm drain improvements or additional sizing or modifications required by any and all upstream conditions, including retention/detention on the Property of upstream waters shall be considered Tustin Legacy Backbone Infrastructure Program Improvements" 7 6. Miscellaneous 6.1 Agreement Ratified. Except as specifically amended or modified herein, each and every term, covenant and condition of the Original DDA as amended is hereby ratified and shall remain in full force and effect. Each and every reference to the "Agreement" in the Original DDA shall be deemed to refer to the Original DDA as amended by this Amendment. 6.2 BindingL Agreement. This Amendment shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, successors and permitted assigns. 6.3 Governing Law. This instrument shall be interpreted and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, City and the Developer have executed this Amendment as of the date first set forth above. ATTEST: By: Pamela Stoker City Clerk Dated: City of Tustin, California 1.2 City Manager and/or Christine Shingleton, Assistant City Manager <Additional Signatures Follow> APPROVED AS TO FORM Doug Holland CAS: 10-6-2010 (2) Vestar/Kimco Tustin, L.P. a California limited partnership By: Vestar Tustin,, L.L.C., Its: General Partner By: Hanley Tustin, Inc. Its: Managing Member C By: Name: Title: EXHIBIT A LEGAL DESCRIPTIONS OF DEVELOPER FEE PARCELS AND DEVELOPERSUBLEASE PARCELS DEVELOPER FEE PARCELS Lots 1-12, 15, 16,17,18, 19,20, 21, 24, 27, 28, and 29 of Tract Map 16695, located in the City of Tustin, County of Orange, State of California, recorded in Book 866, Pages 1 through 9, Official Records of Orange County, California. SUBLEASE PARCELS Lots 13, 14,22,23,25, and 26 of Tract Map 16695, located in the City of Tustin, County of Orange, State of California, recorded in Book 866, Pages 1 through 9, Official Records of Orange County, California. 10 FIFTH AMENDMENT TO INFRASTRUCTURE CONSTRUCTION AND PAYMENT AGREEMENT This FIFTH AMENDMENT TO INFRASTRUCTURE CONSTRUCTION AND PAYMENT AGREEMENT (this "Fifth Amendment") is entered into as of October 19, 2010 (the "Effective Date") by and between the CITY OF TUSTIN ("City") and VESTAR/KIMCO TUSTIN, L.P., a California limited partnership ("Developer"). The City and the Developer are sometimes referred to herein individually as a "Party" and collectively as the "Parties." PV iTAIN A. City and Developer entered into that certain Infrastructure Construction and Payment Agreement dated June 8, 2005 ("Original Agreement", to which reference is made for the meaning of each capitalized term used, but not defined herein), pursuant to the Tustin Legacy Disposition and Development Agreement ("Retail Development") dated as of June 21, 2004, as amended ("DDA") pursuant to which, among other things, the Developer agreed to: (i) pay the Project Fair Share Contribution (as defined in the DDA) with respect to the Tustin Legacy Backbone Infrastructure Program, and (ii) to design and construct "Developer's Backbone Infrastructure Work" (as defined in the DDA), and (iii) to maintain the same until completion of Developer's Backbone Infrastructure Work. The physical infrastructure improvements which are a part of Developer's Infrastructure Backbone Infrastructure Work under the DDA are referred to as the "Facilities" and were set forth in Exhibit A of the Original Agreement and further broken down by "Segments" as described in Exhibit A, as subsequently amended. B. City and the Developer entered into the First Amendment to Infrastructure Construction and Payment Agreement dated July 26, 2007 ("First Amendment"), in order to amend and modify Exhibit A to the Original Agreement, which sets forth the description of the Segments and the Estimated Release Price for each Segment. C. City and the Developer entered into the Second Amendment to the Infrastructure Construction and Payment Agreement dated September 1, 2007 ("Second Amendment") to provide for the City's acquisition of one of the Segments identified in the First Amendment from the Developer and the payment to Developer of the purchase price for such Segment, which purchase price was payable solely from proceeds of Community Facilities District No. 07-01 (Tustin Legacy/Retail Center) Special Tax Bonds, Series 2007 (the "CFD No. 07-01 Bonds"). D. City and the Developer entered into the Third Amendment to the Infrastructure Construction and Payment Agreement dated January 2, 2008 (the "Third Amendment") to provide for a modification to the definition of "Completion" in the Agreement and to provide the Developer with some relief for reimbursements of certain Segments in Irvine under certain conditions. E. City and the Developer entered into the Fourth Amendment to the Infrastructure Construction and Payment Agreement dated December 2, 2008 (the "Fourth Amendment") to provide for certain progress reimbursement payments with respect to work for portions of specific Tustin Legacy Backbone Infrastructure Work that had been certified complete and eligible for a progress payment commensurate to the work completed consistent with conditions contained in the Fourth Amendment. F. The Original Agreement, as amended and modified by the First Amendment, Second Amendment, Third Amendment, and Fourth Amendment are referred collectively to as the "Amended Agreement". G. Under Section 4.2.1 of the Amended Agreement, the Developer is entitled subject to certain conditions being met to reimbursement of any costs of the Developer Backbone Infrastructure Work which exceed the Project Fair Share Obligation but only to the extent of the availability of specific sources of funds and terms for payment of such sources as defined in Section 4.2.1 of the Amended Agreement, such as but not limited to the City receiving land sales revenue generated from land sales of certain other property at Tustin Legacy. Because of weak market conditions, availability of specific sources of funds such as land sales from certain other property at Tustin Legacy have not occurred as anticipated. This has imposed a heavy financial burden on the Developer to complete all remaining Developer Backbone Infrastructure Work by the required Completion Date in the Amended Agreement of June 10, 2010. To mitigate the financial burden on the Developer and to facilitate completion of all of the Developer Backbone Infrastructure Work required under the DDA and Amended Agreement, the Developer has requested postponement of certain Developer Backbone Infrastructure Work not yet deemed complete. . AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated in the operative provisions of this Fifth Amendment by this reference and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties further agree as follows: 1. Modification and Amendment of Amended Agreement. The Amended Agreement is hereby modified and amended as follows: 1.1 Subsection 4.2.3 of the Amended Agreement is hereby amended and restated to read as follows: "Section 4.2.3 If one or more of the LIFOC Parcels for which the North of Loop Road Contribution will be required has not been delivered by the Federal Government to the City on or before the Interest Date (defined below), and provided that Developer is not, on such Interest Date or any anniversary thereof, in default under this Agreement or in "Material Default" under the DDA, the Ground Lease and/or the Special Restrictions, then from and after the interested Date, the portion of the Reimbursement Amount then unpaid shall be increased annually on each anniversary of the Interest Date by simple interest at the rate of five percent (5%) per 2 1.2 annum. The "Interest Date" shall mean the later of either (i) two years following the completion by Developer of the Minimum Project, or (ii) the Developer's Completion of all required Developer Backbone Infrastructure Work." Exhibit A of the Amended Agreement (as amended by the First Amendment dated as of Julv 26. 2007) The Facility Segment descriptions and Estimated Release Prices contained on Exhibit A (as said improvements are identified in the DDA, and as referred to as "Improvement Costs" on Exhibit A) and associated with certain specific Facilities contained on Exhibit A, specifically the Barranca Parkway Roadway, the Barranca Parkway Channel, the Barranca Parkway Storm Drain, the Warner Avenue Storm Drain and the Right -of- way for the Barranca Storm Drain are hereby amended and restated as follows, with all other Facilities identified on Exhibit A in the Amended Agreement and not identified herein to remain unchanged: "Roadway Segments 1. Barranca Parkway Roadway - Barranca Parkway between Jamboree Road and west of future Tustin Ranch Road with continued taper excluding the transition westerly to Armstrong Avenue: Roadway improvements including curbs, gutters, pavement, median modifications, sidewalk and Class I trail on north side of Barranca Parkway, landscaping, signing, striping and striping modifications, storm drain, dry utilities (electric, gas, telephone, cable, etc.), and street/traffic lights and modifications. Includes improvements at the intersection of Jamboree Road/Barranca Parkway, and improvements along the frontage of the U.S. Army Reserve property (Parcel 9). Phase 1 a- Barranca Parkway Roadway Partial (Completed) = 340,390 Phase lb — Barranca Parkway Roadway* (Incomplete) _ $8,185,359 Phase 2 — Deferred Barranca Parkway Roadway* _ $ 700,000 Total Improvement Costs = $9,225,747 *Note: The City will be willing in the future to review potential modifications to the Improvement Costs shown for the above Phase lb Roadway Segment (Incomplete) and Phase 2 Roadway Segment ("Deferred Roadway Segment") only, subject to the following: 1. Such Deferred Roadway Segment has not yet been determined by the City to be completed, accepted and released. 3 2. An amendment to this Agreement is processed and approved in the future by the City and Developer identifying the agreed upon modifications to the Improvement Costs for the applicable Deferred Roadway Segment, provided (i) the time frame for processing an amendment to the Agreement to address an update to Improvement Cost for construction of a Deferred Roadway Segment should not be prior to when revised Improvement Costs can be substantiated based on completed construction plans, specifications and bid documents, updated engineering estimates, and value engineering analysis for an individual Deferred Roadway Segment to the satisfaction of the City Engineer, and (ii) modifications to Improvement Costs for a Deferred Roadway Segment may include transferring any balances not released by the City and available from other completed, accepted and released Facility Segments shown in Exhibit A to a Deferred Roadway Segment Storm Drain Facilities Segments Barranca Parkwav Channel - Design and construction of the Barranca Parkway Storm Drain from the south side of Barranca Parkway to just west of Tustin Ranch Road: improvements include the lowering and covering of the Barranca Channel and a short transition area in Barranca Parkway, lowering the MWD 72" water line, lowering of the IRWD 54" water line, and any other IRWD water line removals and relocations and replacement of the existing box culvert. Phase 1 — Barranca Parkway Channel (Incomplete)* $6,469,735 Phase 2 — Deferred Barranca Parkway Channel* _ $ 685,758 Total Improvement Costs = $7,155,493 2. Barranca Parkway Storm Drain — Design and construction of the storm drain in Barranca Parkway along the north side of Barranca Parkway from the west of Jamboree Road to the Peter's Canyon Channel as required in the DDA and City's Tustin Legacy Runoff Management Plan: Improvements include replacement in-kind of any improvements within the storm drain easement along the Barranca Parkway frontage as may be needed for connection to this facility. An alternative design and construction approach ("Alternative Storm Drain Facilities") to the Original Barranca Parkway Storm Drain may be permitted if found acceptable to and approved in writing by the City, in its sole discretion (and if necessary, the County of Orange Flood Control District as it may affect revisions to the Tustin Legacy Runoff Management Plan) as more specifically described and subject to any conditions contained in the DDA under Action 6.C. in the Schedule of Performance (Attachment 7) and in Section 2.1.5 (f) of the Scope of Development (Attachment 8). rd Phase 1 — Barranca Parkway Storm Drain (Completed) _ $1,719,806 Phase 2 — Deferred Barranca Parkway Storm Drain* or Alternative Storm Drain $2,700,000 Total Improvement Costs = $4,419,806 3. Warner Avenue Storm Drain — Design and construction of the Warner Avenue storm drain from Tustin Ranch Road to Peters Canyon Channel as required in the City's Runoff Management Plan. Phase 1 — Warner Ave Storm Drain (City of Tustin) (Completed) = $11,501,224 Phase 2 — Deferred Warner Ave Storm Drain (Irvine)* _ $ 3,365,725 Total Improvement Costs = $14,866,949 *NntP' 1. The City will be willing in the future to review potential modifications to the Improvement Costs shown for the above Phase 1 Segments (Incomplete) and Phase 2 Storm Drain Segments ("Deferred Storm Drain Segments") only, subject to the following: a. Such Deferred Storm Drain Segment has not yet been determined by the City to be completed, accepted and released. b. An amendment to this Agreement is processed and approved in the future by the City and Developer identifying the agreed upon modifications to the Improvement Cost for the applicable Deferred Storm Drain Segment, provided (i) the time frame for processing an amendment to the Agreement to address an update to Improvement Cost for construction of a Deferred Storm Drain Segment should not be prior to when revised Improvement Costs can be substantiated based on completed construction plans, specifications and bid documents, updated engineering estimates and value engineering analysis for an individual Deferred Storm Drain Segment to the satisfaction of the City Engineer, and (ii) modifications to Improvement Costs for a Deferred Storm Drain Segment may include transferring any balances not released by the City and available from other completed, accepted and released Facility Segments shown in Exhibit A to a Deferred Storm Drain Segment, 2. To the extent that the City is willing to consider the potential in the future to modify Estimated Release Prices for the Deferred Warner Avenue Storm Drain, the City will not be providing a credit in the Release Price for Warner Avenue Roadway Segment costs, reconstruction and damage repair necessary with the Phase 2 Deferred Warner Ave. Storm Drain which may have already been W credited against the Phase 1 Warner Ave. Storm Drain including, but not limited to, reconstruction of pavement and/or damage to previously installed Phase 1 improvements for which Developer has already been credited and reimbursed. IRVINE RANCH WATER DISTRICT (IRWD) FACILITY SEGMENTS The following narrative footnote shall is added after those IRWD Facility Segments listed in Exhibit A. Note: If there are balances available in the IRWD Segment line item cost estimates above, City authorization to transfer Developer's unspent authorized Improvement Costs for an individual IRWD Segment may be possible in the future to support costs for other Facility Segments shown on Exhibit A not yet completed, accepted and released by the City and for which reimbursement has not yet been requested by Developer from the City, including but not limited to any Incomplete and Deferred Segments other than an IRWD Segment, subject to the following: 1. Concurrence by the City and Developer to the modifications to Improvement Costs provided such costs are substantiated based on completed construction plans, specifications and bid documents, revised engineering estimates, and a value engineering analysis for the applicable Facility Segment to the satisfaction of the City Engineer for the applicable Facility Segment. 2. An Amendment to the Agreement is processed and approved by the City and Developer identifying the agreed upon modifications to the Improvement Cost for the applicable Facility Segment(s). OTHER UNDER BUDGET SEGMENTS The following narrative footnote is added to Exhibit A. Note: If there are balances available in the line item cost estimates for (i) a Right-of- way Segment line item, (ii) a Barranca Parkway Storm Drain line item , (iii) the Jamboree Roadway Segment line item, or (iv) the Barranca Storm Drain (or any City approved Alternative Storm Drain), City authorization to transfer Developer's unspent Acquisition Costs may be possible in the future to support costs for other Facility Segments shown on Exhibit A not yet completed, accepted and released by the City and for which reimbursement has not yet been requested by Developer from the City, subject to the following: 1. Concurrence by the City and Developer to the additional Improvement Costs for other Facility Segments provided such Improvement Costs are substantiated based on completed construction plans, specifications and bid documents, revised G engineering estimates, and a value engineering analysis for the applicable Facility Segment, the City Engineer agrees to the revised Improvement Cost for the applicable Facility Segment. 2. An Amendment to the Agreement is processed and approved by the City and Developer identifying the agreed upon modifications to the Improvement Cost for the applicable Facility Segment(s)." 2. Miscellaneous 2.1 IRWD Settlement. The parties understand that IRWD has determined an additional $1,709,605 will be available for reimbursements from IRWD to City for IRWD Segments shown in Exhibit A of the Amended Agreement, subject to IRWD awaiting execution of a release document from Developer and City stating that no additional IRWD reimbursements for the subject IRWD Segments will be requested from IRWD. The City will execute a satisfactory IRWD release document without requiring a release document from Developer, provided Developer acknowledges and agrees herein that no further reimbursement from City to Developer will be made for IRWD Segments, once the City releases the $1,709,605 it anticipates receiving from IRWD for the IRWD Segments to Developer. 2.2 Agreement Ratified. Except as specifically amended or modified herein, each and every term, covenant and condition of the Amended Agreement as amended is hereby ratified and shall remain in full force and effect. Each and every reference to the "Agreement" in the Amended Agreement shall be deemed to refer to the Amended Agreement as amended by this Amendment. 2.3 Binding Agreement. This Amendment shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, successors and permitted assigns. 2.4 Governing Law. This instrument shall be interpreted and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, City and the Developer have executed this Amendment as of the date first set forth above. <Signatures follow> 7 «city„ City of Tustin, California I� ATTEST: By: Pamela Stoker City Clerk Dated: APPROVED AS TO FORM By: Doug Holland City Attorney City Manager or Christine Shingleton, Assistant City Manager "Developer" Vestar/Kimco Tustin, L.P. a California limited partnership By: Vestar Tustin, L.L.C., Its: General Partner By: It's By: Name: Title: CAS: 10-6-2010 (2) Hanley Tustin, Inc. Managing Member RESOLUTION NO. 10-95 A RESOLUTION OF THE CITY OF TUSTIN CITY COUNCIL FINDING THAT THE FINAL ENVIRONMENTAL IMPACT STATEMENT/FINAL ENVIRONMENTAL IMPACT REPORT FOR THE DISPOSAL AND REUSE OF MCAS TUSTIN ("FEIS/FEIR"), ITS SUPPLEMENT AND ADDENDUM ARE ADEQUATE TO SERVE AS THE PROJECT EIS/EIR FOR THE FIFTH AMENDMENT TO TUSTIN LEGACY DISPOSITION AND DEVELOPMENT AGREEMENT 04-02 (RETAIL DEVELOPMENT) AND FIFTH AMENDMENT TO THE INFRASTRUCTURE CONSTRUCTION AND PAYMENT AGREEMENT AND THAT ALL APPLICABLE MITIGATION MEASURES WILL BE INCORPORATED INTO THE PROJECT AS REQUIRED BY THE CALIFORNIA ENVIRONMENTAL QUALITY ACT. The City Council of the City of Tustin does hereby resolve as follows: A. That the Fifth Amendment to the Tustin Legacy Disposition and Development Agreement DDA 04-02 (Retail Development) and Fifth Amendment to the Infrastructure Construction and Payment Agreement are proposed by and between the City of Tustin and Vestar/Kimco Tustin, L.P., a California limited partnership (the Developer). B. That the Fifth Amendment to the Tustin Legacy Disposition and Development Agreement DDA 04-02 (Retail Development) and Fifth Amendment to the Infrastructure Construction and Payment Agreement are considered a "Project" pursuant to the terms of the California Environmental Quality Act, C. That on January 16, 2001, the City of Tustin certified the Final Program Environmental Impact Statement/Environmental Impact Report (FEIS/EIR) for the reuse and disposal of MCAS Tustin. On December 6, 2004, the City Council certified a Supplement to the FEIS/EIR for the Tustin Ranch Road project. On April 3, 2006, the City Council approved an Addendum to the FEIS/EIR. The FEIS/EIR, its Supplement and Addendum are collectively, herein referred to as the "FEIS/EIR Documents". The FEIS/EIR Documents are a program EIR under the California Environmental Quality Act ("CEQA"). The FEIS/FEIR Documents considered the potential environmental impacts associated with development on the former Marine Corps Air Station, Tustin (the "Tustin Legacy project"); D. The City prepared a comprehensive Environmental Checklist for the Fifth Amendment to the Tustin Legacy Disposition and Development Agreement DDA 04-02 (Retail Development) and Fifth Amendment to the Infrastructure Construction and Payment Agreement, attached as Exhibit A hereto. The Environmental Checklist concluded that the proposed project Resolution No. 10-95 Page 2 does not result in any new significant environmental impacts, substantial changes or a substantial increase in the severity of any previously identified significant impacts in the FEIS/EIR Documents. Moreover, no new information of substantial importance has surfaced since certification of the FEIS/EIR Documents. H. The City Council finds that the project is within the scope of the previously approved Program FEIS/FEIR Documents and that pursuant to Title 14 California Code of Regulations Sections 15168 (c) and 15162, no new effects could occur and no new mitigation measures would be required. Accordingly, no new environmental document is required by CEQA. PASSED AND ADOPTED at a regular meeting of the Tustin City Council held on the 19th day of October, 2010. JERRY AMANTE m ` MAYOR PAMELA STOKER -----CITY CLERK �D .A t STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Pamela Stoker, City Clerk and ex -officio Clerk of the City Council of the City of Tustin, California, do hereby certify that the whole number of the members of the City Council of the City of Tustin is five; that the above and foregoing Resolution No. 10-95 was duly passed and adopted at a regular meeting of the Tustin City Council, held on the 19th day of October, 2010 by the following vote: COUNCILMEMBER AYES: COUNCILMEMBER NOES: COUNCILMEMBER ABSTAINED: COUNCILMEMBER ABSENT: PAMELA STOKER CITY CLERK COMMUNITY DEVELOPMENT DEPARTMENT 300 Centennial Way, Tustin, CA 92780 (714) 573-3100 ENVIRONMENTAL ANALYSIS CHECKLIST For Projects With Previously Certified/Approved Environmental Documents: Environmental Impact Statement/Environmental Impact Report (EIS/EIR) for the Disposal and Reuse of Marine Corps Air Station (MCAS) Tustin This checklist and the following evaluation of environmental impacts takes into consideration the preparation of an environmental document prepared at an earlier stage of the proposed project. The checklist and evaluation evaluate the adequacy of the earlier document pursuant to Section 15162 and 15168 of the California Environmental Quality Act (CEQA) Guidelines. A. BACKGROUND Project Title(s): Fifth Amendment to the Tustin Legacy Disposition and Development Agreement 04- 02 and Fifth Amendment to the Infrastructure Construction Reimbursement Agreement between the City of Tustin and Vestar/Kimco Tustin, L.P. Lead Agency: City of Tustin, 300 Centennial Way, Tustin, California 92780 Lead Agency Contact Person: Christine A. Shingleton Phone: (714) 573-3107 Project Location: Within portions of Barranca Parkway and Warner Avenue within Planning Areas 16, 17, and 19 of the MCAS -Tustin Specific Plan. Project Sponsor's Name and Address: Vestar Development/ Kimco Tustin, L.P. 2425 East Camelback Road Phoenix, AZ 85016 General Plan Designation: MCAS Tustin Specific Plan Zoning Designation: SP -1 Specific Plan, Planning Areas 16, 17, and 19 Project Description: The Project is located within portions of Barranca Parkway and Warner Avenue generally within Planning Areas 16, 17, and 19 of the MCAS -Tustin Specific Plan. Construction of all on-site improvements within The District at Tustin Legacy, and a majority of the associated public infrastructure are complete. The portions of required Tustin Legacy backbone infrastructure associated with the Project are comprised of storm drain and channel improvements within Barranca Parkway and Warner Avenue, which were previously considered, but will be phased as a result of these Amendments. (See attachment A for further project description). Surrounding Uses: North and West: Vacant Property at former MCAS Tustin South: Light Industrial/Business Parks East: Jamboree Road/Industrial Uses Northeast: Existing Single -Occupancy Hotel Previous Environmental Documentation: Program Final Environmental Impact Statement/Environmental Impact Report (Program FEIS/EIR) for the Disposal and Reuse of Marine Corps Air Station (MCAS) Tustin (State Clearinghouse #94071005) certified by the Tustin City Council on January 16, 2001 and its Addendum approved by the City Council on April 3, 2006. ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED The environmental factors checked below would be potentially affected by this project, involving at least one impact that is a "Potentially Significant Impact' as indicated by the checklist in Section D below. ❑Land Use and Planning ❑Population and Housing ❑Geology and Soils ❑Hydrology and Water Quality ❑Air Quality F-1 Transportation & Circulation ❑Biological Resources ❑Mineral Resources ❑Agricultural Resources C. DETERMINATION: On the basis of this initial evaluation: ❑Hazards and Hazardous Materials ❑Noise ❑Public Services ❑Utilities and Service Systems ❑Aesthetics ❑Cultural Resources ❑Recreation ❑Mandatory Findings of Significance ❑ I find that the proposed project COULD NOT have a significant effect on the environment, and a NEGATIVE DECLARATION will be prepared. ❑ I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because the mitigation measures described on an attached sheet have been added to the project. A NEGATIVE DECLARATION will be prepared. ❑ I find that the proposed project MAY have a significant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required. ❑ I find that the proposed project MAY have a significant effect(s) on the environment, but at least one effect 1) has been adequately analyzed in an earlier document pursuant to applicable legal standards, and 2) has been addressed by mitigation measures based on the earlier analysis as described on attached sheets, if the effect is a "Potentially Significant Impact' or "Potentially Significant Unless Mitigated." An ENVIRONMENTAL IMPACT REPORT is required, but it must analyze only the effects that remain to be addressed. ® I find that although the proposed project could have a significant effect on the environment, there WILL NOT be a significant effect in this case because all potentially significant effects 1) have been analyzed adequately in an earlier EIR pursuant to applicable standards, and 2) have been avoided or mitigated pursuant to that earlier EIR, including revisions or mitigation measures that are imposed upon the proposed project. ❑ I find that although the proposed project could have a significant effect on the environment, there WILL NOT be a significant effect in this case because all potentially significant effects 1) have been analyzed adequately in an earlier NEGATIVE DECLARATION pursuant to applicable standards, and 2) have been avoided or mitigated pursuant to that earlier NEGATIVE DECLARATION, including revisions or mitigation measures that are imposed upon the proposed project. Preparer: Matt/West, istine A. Shingleton, Project Manager stant City Manager D. EVALUATION OF ENVIRONMENTAL IMPACTS See Attachment A attached to this Checklist Date: r.' JP Date - ZON EVALUATION OF ENVIRONMENTAL IMPACTS I. AESTHETICS — Would the project: a) Have a substantial adverse effect on a scenic vista`? b) Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway`? c) Substantially degrade the existing visual character or quality of the site and its surroundings? d) Create a new source of substantial light or glare which would adversely affect day or nighttime views in the area? II. AGRICULTURE RESOURCES: In determining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model (1997) prepared by the California Dept. of Conservation as an optional model to use in assessing impacts on agriculture and farmland. Would the project: a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency, to non- agricultural use? b) Conflict with existing zoning for agricultural use, or a Williamson Act contract`? c) Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland, to non-agricultural use'? III. AIR QUALITY: Where available, the significance criteria established by the applicable air quality management or air pollution control district may be relied upon to make the following determinations. Would the project: a) Conflict with or obstruct implementation of the applicable air quality plan? b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? c) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non - attainment under an applicable federal or state ambient air quality standard (including releasing emissions which exceed quantitative thresholds for ozone precursors)? d) Expose sensitive receptors to substantial pollutant concentrations`? e) Create objectionable odors affecting a substantial number of people'? New No Substantial Significant More Change From Impact Severe previous Impacts Analvsis ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ IV. BIOLOGICAL RESOURCES: - Would the project a) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service'? b) Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? c) Have a substantial adverse effect on federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means'? d) Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites'? e) Conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance? f) Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan'? V. CULTURAL RESOURCES: - Would the project: a) Cause a substantial adverse change in the significance of a historical resource as defined in § 15064.5? b) Cause a substantial adverse change in the significance of an archaeological resource pursuant to § 15064.5'? c) Directly or indirectly destroy a unique paleontological resource or site or unique geologic feature? d) Disturb any human remains, including those interred outside of formal cemeteries? VI. GEOLOGY AND SOILS: - Would the project: a) Expose people or structures to potential substantial adverse effects, including the risk of loss, injury, or death involving: No Substantial New More Change From Significant Severe Previous Impact Impacts Analysis ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ i) Rupture of a known earthquake fault, as delineated on the most recent Alquist-Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault'? Refer to Division of Mines and Geology Special Publication 42. ii) Strong seismic ground shaking'? iii) Seismic -related ground failure, including liquefaction? iv) Landslides? b) Result in substantial soil erosion or the loss of topsoil'? c) Be located on a geologic unit or soil that is unstable, or that would become unstable as a result of the project, and potentially result in on- or off-site landslide, lateral spreading, subsidence, liquefaction or collapse'? d) Be located on expansive soil, as defined in Table 18-1-B of the Uniform Building Code (1994), creating substantial risks to life or property'? e) Have soils incapable of adequately supporting the use of septic tanks or alternative wastewater disposal systems where sewers are not available for the disposal of waste water? VII.HAZARDS AND HAZARDOUS MATERIALS: Would the project: a) Create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials'? b) Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? c) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school'? d) Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment'? e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area'? f) For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or working in the project area'? ❑ No Substantial New More Change From Significant Severe Previous Impact Impacts Anahsis ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ No Substantial New More Change From Significant Severe Previous g) Impair implementation of or physically interfere with an Impact Impacts Analysis adopted emergency response plan or emergency evacuation plan'? ❑ ❑ ❑ h) Expose people or structures to a significant risk of loss, injury or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? VIII. HYDROLOGY AND WATER QUALITY: — Would the project: a) Violate any water quality standards or waste discharge requirements'? b) Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g., the production rate of pre- existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? c) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, in a manner which would result in substantial erosion or siltation on- or off-site? d) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on - or off-site? e) Create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff? f) Otherwise substantially degrade water quality'? g) Place housing within a 100 -year flood hazard area as mapped on a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map? h) Place within a 100 -year flood hazard area structures which would impede or redirect flood flows? i) Expose people or structures to a significant risk of loss, injury or death involving flooding as a result of the failure of a levee or dam'? j) Inundation by seiche, tsunami, or mudflow? IX. LAND USE AND PLANNING — Would the project: ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ 171 ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ a) Physically divide an established community'? ❑ ❑ b) Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project (including, but not limited to the general plan, specific plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect? c) Conflict with any applicable habitat conservation plan or natural community conservation plan? X. MINERAL RESOURCES — Would the project: a) Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? b) Result in the loss of availability of a locally -important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? XI. NOISE Would the project result in: a) Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? b) Exposure of persons to or generation of excessive groundborne vibration or groundborne noise levels'? c) A substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the project'? d) A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project? e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? 0 For a project within the vicinity of a private airstrip, would the project expose people residing or working in the project area to excess noise levels? XII. POPULATION AND HOUSING — Would the project: a) Induce substantial population growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other infrastructure)? b) Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere'? ❑ No Substantial New More Change From Significant Severe Previous Impact Impacts Analysis ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ No Substantial New More Change From Significant Severe Previous Impact Impacts Analysis c) Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere? ❑ ❑ ❑ XIII. PUBLIC SERVICES a) Would the project result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the public services: Fire protection'? Police protection? Schools'? Parks? Other public facilities? XIV. RECREATION — a) Would the project increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? b) Does the project include recreational facilities or require the construction or expansion of recreational facilities which might have an adverse physical effect on the environment? XV. TRANSPORTATION/TRAFFIC — Would the project: a) Cause an increase in traffic which is substantial in relation to the existing traffic load and capacity of the street system (i.e. result in a substantial increase in either the number of vehicle trips, the volume to capacity ratio on roads, or congestion at intersections)? b) Exceed, either individually or cumulatively, a level of service standard established by the county congestion management agency for designated roads or highways'? c) Result in a change in air traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks'? d) Substantially increase hazards due to a design feature (e.g. sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment)? e) Result in inadequate emergency access'? t) Result in inadequate parking capacity'? ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ No Substantial New More Change From Significant Severe Previous Impact Impacts Analvsis g) Conflict with adopted policies, plans, or programs supporting alternative transportation (e.g., bus turnouts, bicycle racks)? ❑ ❑ XVI. UTILITIES AND SERVICE SYSTEMS — Would the project: a) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? ❑ ❑ b) Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects'? ❑ ❑ c) Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects'? ❑ ❑ d) Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? ❑ ❑ ❑ e) Result in a determination by the wastewater treatment provider which serves or may serve the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? ❑ ❑ f) Be served by a landfill with sufficient permitted capacity to accommodate the project's solid waste disposal needs'? ❑ ❑ ❑ g) Comply with federal, state, and local statutes and regulations related to solid waste? ❑ ❑ XVII. MANDATORY FINDINGS OF SIGNIFICANCE a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory'? ❑ ❑ b) Does the project have impacts that are individually limited, but cumulatively considerable'? ("Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects)? ❑ ❑ c) Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly'? ❑ ❑ EVALUATION OF ENVIRONMENTAL IMPACTS Fifth Amendment to the Tustin Legacy Disposition and Development Agreement 04-02 and Fifth Amendment to the Infrastructure Construction Reimbursement Agreement between the City of Tustin and Vestar/Kimco Tustin, L.P. PREVIOUS ENVIRONMENTAL DOCUMENTATION A Final Joint Environmental Impact Statement/Environmental Impact Report (FEIS/EIR) for the Disposal and Reuse of Marine Corps Air Station (MCAS) Tustin and Mitigation Monitoring and Reporting Program for the EIS/EIR was prepared by the City of Tustin and the Department of the Navy (DoN) in accordance with the California Environmental Quality Act (CEQA) and the National Environmental Policy (NEPA). The FEIS/EIR analyzed the environmental consequences of the Navy disposal and local community reuse of the MCAS Tustin site per the Reuse Plan and the MCAS Tustin Specific Plan/Reuse Plan. The CEQA analysis also analyzed the environmental impacts of certain "Implementation Actions" that the City of Tustin and City of Irvine must take to implement the MCAS Tustin Specific Plan/Reuse Plan. The FEIS/EIR and Mitigation Monitoring and Reporting Program were adopted by the Tustin City Council on January 16, 2001. The DoN published its Record of Decision (ROD) on March 3, 2001. On December 6, 2004 the City certified a Supplement to the FEIS/EIR for the extension of Tustin Ranch Road between Walnut Avenue and Warner Avenue. On April 3, 2006, the City Council adopted Resolution No. 06-43 approving an Addendum to the FEIS/EIR related to Zone Change 05-002 and a Master Development Plan for the Tustin Legacy Project. The original FEIS/EIR and the Supplement and Addendum are collectively referred to herein as the FEIS/EIR. The MCAS Tustin Specific Plan and the FEIS/EIR analyzed a multi-year development period for the planned urban reuse project. When individual activities with the MCAS Tustin Specific Plan are proposed, the agency is required to examine individual activities to determine if their effects were fully analyzed in the FEIS/EIR and Addendum. The agency can approve the activities as being within the scope of the project covered by the FEIS/EIR and Addendum if the agency finds that pursuant to Sections 15162, 15164, and 15183 of the CEQA Guidelines no new effects would occur, nor would a substantial increase in the severity of previously identified significant effects occur, then no supplemental or subsequent environmental document is required. The proposed "Project' is the proposed Fifth Amendment to the Tustin Legacy Disposition and Development Agreement (Retail Development) -04-02" (the "DDA 04-02"). An implementation requirement of the DDA, is the preparation of an Infrastructure Construction Reimbursement Agreement ("ICRA"). In conjunction with the Fifth Amendment to DDA 04-02, a Fifth Amendment to the "Infrastructure Construction Reimbursement Agreement' (the "ICRA"), between the City of Tustin and Vestar/Kimco Tustin, L.P. is also being concurrently prepared for review and approval of the Tustin City Council. The 5`h Amendment to DDA 04-02 and the 5th Amendment to the ICRA are collectively referred to in this document as the "Agreements". The Amendments to the Agreements would modify several sections of the original DDA 04-02 and to the ICRA, as amended, as it generally relates to the Schedule of Performance for completion of certain required Tustin Legacy backbone infrastructure. No changes to the Scope of Work would be anticipated with the exception that an alternative location for the Barranca storm drain Evaluation of Environmental Impacts 5`h Amendments to DDA 04-02 and ICRA Page 2 may be implemented based on the adequacy of any alternative to be both cost efficient and adequate to handle the storm drain capacity required to be accommodated in the project by the developer.. The City prepared a comprehensive Environmental Checklist for the Project and the analysis is provided below to determine if the Project is within the scope of the FEIS/EIR and Addendum and if new effects would occur as a result of the Project. PROJECT LOCATION The Project site is within portions of Barranca Parkway and Warner Avenue adjacent to the retail shopping center, The District at Tustin Legacy, which is within the MCAS Tustin Specific Plan area and also known as Tustin Legacy. Tustin Legacy is that portion of the former Marine Corps Air Station (MCAS) Tustin within the City of Tustin corporate boundaries. Owned and operated by the Navy and Marine Corps for nearly 60 years, approximately 1,585 gross acres of property at MCAS Tustin were determined surplus to federal government needs and was officially closed in July 1999. The majority of the former MCAS Tustin lies within the southern portion of the City of Tustin. The remaining approximately 73 acres lies within the City of Irvine. Tustin Legacy is also located in central Orange County and approximately 40 miles southeast of downtown Los Angeles. Tustin Legacy is in close proximity to four major freeways: the Costa Mesa (SR -55), Santa Ana (I-5), Laguna (SR -133) and San Diego (I-405). Tustin Legacy is also served by the west leg of the Eastern Transportation Corridor (SR 261). The major roadways bordering Tustin Legacy include Red Hill Avenue on the west, Edinger Avenue and Irvine Center Drive on the north, Harvard Avenue on the east, and Barranca Parkway on the south. Jamboree Road transects the Property. John Wayne Airport is located approximately three miles to the south and a Metrolink Commuter Rail Station is located immediately to the north providing daily passenger service to employment centers in Orange, Los Angeles, Riverside, and San Diego counties. The Project is located within portions of Barranca Parkway and Warner Avenue generally within Planning Areas 16, 17, and 19 of the MCAS -Tustin Specific Plan. Construction of all on-site improvements within The District at Tustin Legacy, and a majority of the associated public infrastructure are complete. The portions of required Tustin Legacy backbone infrastructure associated with the Project are comprised of storm drain and channel improvements within Barranca Parkway and Warner Avenue, which were previously considered, and which will be phased as a result of these Amendments. This phasing has been found by City engineering staff to be acceptable and not of any risk to the project at this time given that no upstream development is yet occurring. EVALUATION OF ENVIRONMENTAL IMPACTS The following information provides background support for the conclusions identified in the Environmental Analysis Checklist. I. AESTHETICS — Would the project: Evaluation of Environmental Impacts 5 1 Amendments to DDA 04-02 and ICRA Page 3 a) Have a substantial adverse effect on a scenic vista? b) Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway? c) Substantially degrade the existing visual character or quality of the site and its surroundings? d) Create a new source of substantial light or glare, which would adversely affect day or nighttime views in the area? No Substantial Change from Previous Analysis The proposed Project would continue to allow for the construction of the required Tustin Legacy backbone infrastructure improvements. Development activities associated with the Project have been previously considered within the Program FEIS/EIR for MCAS Tustin and Addendum and have been found to have no demonstrable negative aesthetic effect on the site. There are no designated scenic vistas in the project area; therefore, the proposed Project would not result in a substantial adverse effect on a scenic vista. No change in original uses identified or permitted in the Specific Plan is being requested; therefore, the type of use to be developed is consistent and would result in similar visual changes as those previously analyzed. No substantial change is expected from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin and Addendum. Mitigation/Monitoring Required: The mitigation measures applicable to the project have been implemented with adoption of original Specific Plan. No refinements need to be made to the FEIS/EIR mitigation measures and no new mitigation measures are required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-58 through 67) and Addendum (Pages 5-3 through 5-8) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan II. AGRICULTURE RESOURCES — In determining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model (1997) prepared by the California Dept. of Conservation as an optional model to use in assessing impacts on agriculture and farmland. Would the project: a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Evaluation of Environmental Impacts 5`h Amendments to DDA 04-02 and ICRA Page 4 Farmland Mapping and Monitoring Program of the California Resources Agency, to non-agricultural use? b) Conflict with existing zoning for agricultural use or a Williamson Act contract? c) Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland to non-agricultural use? No Substantial Change from Previous Analysis The proposed Project will not directly cause agricultural impacts. The proposed Project would continue to allow for the construction of the required Tustin Legacy backbone infrastructure improvements. The Project site is not currently used for agricultural purposes and would not impact prime farmland, unique farmland, or farmland of statewide importance as shown on maps prepared pursuant to the Farmland Managing and Monitoring Program of the California Resources Agency, to non-agricultural use. Development activities proposed by the City of Tustin have been previously considered within the Program FEIS/EIR for MCAS Tustin and Addendum and have been found to have no new effects, nor would a substantial increase in the severity of previously identified significant effects occur as a result of the proposed project. Consequently, no substantial change is expected from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin and Addendum. Mitigation/Monitoring Required: In certifying the FEIS/EIR, the Tustin City Council adopted Findings of Fact and Statement in Overriding Consideration concluding that impacts to agricultural resources were unavoidable (Resolution No. 00-90). No mitigation is required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-84, 4-109 through 114) and Addendum (Pages 5-8 through 5-10) Resolution No. 00-90 MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan III. AIR QUALITY — Where available, the significance criteria established by the applicable air quality management or air pollution control district may be relied upon to make the following determinations. Would the project: a) Conflict with or obstruct implementation of the applicable air quality plan? b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? Evaluation of Environmental Impacts 5" Amendments to DDA 04-02 and ICRA Page 5 c) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non -attainment under an applicable federal or state ambient air quality standard (including releasing emissions that exceed quantitative thresholds for ozone precursors)? d) Expose sensitive receptors to substantial pollutant concentrations? e) Create objectionable odors affecting a substantial number of people? No Substantial Change from Previous Analysis The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure improvements. No changes to the allowed physical development of the site are proposed. Development activities for the proposed Project have been previously considered within the Program FEIS/EIR for MCAS Tustin and Addendum and have been found to have no new effects, nor would a substantial increase in the severity of previously identified significant effects occur as a result of the proposed Project. A Statement of Overriding Considerations for the FEIS/EIR was adopted by the Tustin City Council on January 16, 2001, to address significant unavoidable short-term, long-term, and cumulative air quality impacts. No substantial change is expected from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin and Addendum. Mitigation/Monitoring Required: Specific mitigation measures have been adopted by the Tustin City Council in certifying the FEIS/EIR and Addendum for operational and construction activities. However, the FEIS/EIR and Addendum also concluded that the Reuse Plan related operational air quality impacts were significant and could not be fully mitigated. A Statement of Overriding Considerations for the FEIS/EIR was adopted by the Tustin City Council on January 16, 2001 (Resolution No. 00-90). No new mitigation measure is required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-143 through153, 4-207 through 4-230, 7-41 through 7-42 and Addendum Pages 5-10 through 5-28) Resolution No. 00-90 MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan IV. BIOLOGICAL RESOURCES — Would the project: a) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status Evaluation of Environmental Impacts 5th Amendments to DDA 04-02 and ICRA Page 6 species in local or regional plans, policies, or regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? b) Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? c) Have a substantial adverse effect on federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means? d) Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? e) Conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance? f) Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional or state habitat conservation plan? No Substantial Change from Previous Analysis The proposed Project will not directly cause impacts to Biological Resources. The proposed Project would continue to allow for construction of the required Tustin Legacy backbone infrastructure improvements. The FEIS/EIR and Addendum found that implementation of the Reuse Plan and MCAS Tustin Specific Plan would not result in impacts to federally listed threatened or endangered plant or animal species; however, the FEIS/EIR and Addendum determined that implementation of the Reuse Plan and MCAS Tustin Specific Plan could impact jurisdictional waters/wetlands and the southwestern pond turtle, which is identified as a "species of special concern" by the California Department of Fish and Game (CDFG), or have an impact on jurisdictional waters/wetlands. Mitigation measures were included in the MCAS Tustin FEIS/EIR to require the relocation of the turtles and establishment of an alternative off-site habitat, and to require Section 404, Section 1601, and other permits as necessary for areas affecting jurisdictional waters of the U.S. or vegetated wetlands. There are no waters or wetlands within the Project site. No substantial change is expected from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin and Addendum. Mitigation/Monitoring Required: Mitigation measures have been adopted by the Tustin City Council in the FEIS/EIR; these measures are included in the Mitigation Monitoring Evaluation of Environmental Impacts 5`h Amendments to DDA 04-02 and ICRA Page 7 Program for the Project or as conditions of approval for the Project. No refinements need to be made to the FEIS/EIR mitigation measures and no new mitigation measures are required. Sources: Submitted Design Review Application Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-75 through 3- 82, 4-103 through 4-108, 7-26 through 7-27 and Addendum pages 5-28 through 5-40) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan V. CULTURAL RESOURCES — Would the project: a) Cause a substantial adverse change in the significance of a historical resource as defined in §15064.5? b) Cause a substantial adverse change in the significance of an archaeological resource pursuant to § 15064.5? c) Directly or indirectly destroy a unique paleontological resource or site or unique geologic feature? d) Disturb any human remains, including those interred outside formal cemeteries? No Substantial Change from Previous Analysis The proposed Project will not directly cause impacts to Cultural Resources. The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure improvements. Numerous archaeological surveys have been conducted at the former MCAS Tustin site. In 1988, the State Office of Historic Preservation (SHPO) provided written concurrence that all open spaces on MCAS Tustin had been adequately surveyed for archaeological resources. Although one archaeological site (CA -ORA -381) has been recorded within the Reuse Plan area, it is believed to have been destroyed. It is possible that previously unidentified buried archaeological or paleontological resources within the project site could be significantly impacted by construction activities. With the inclusion of mitigation measures identified in the MCAS Tustin FEIS/EIR that require construction monitoring, potential impacts to cultural resources can be reduced to a level of insignificance. No substantial change is expected from the analysis previously completed in the FEIS/EIR for MCAS Tustin. No substantial change is expected from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin and Addendum. Mitigation/Monitoring Required: Mitigation measures have been adopted by the Tustin City Council in the FEIS/EIR; these measures are included in the Mitigation Monitoring Program for the Project or as conditions of approval for the Project. No refinements need to be made to the FEIS/EIR mitigation measures and no new mitigation measures are required. Evaluation of Environmental Impacts 5'" Amendments to DDA 04-02 and ICRA Page 8 Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-68 through 3- 74, 4-93 through 4-102, 7-24 through 7-26, and Addendum Pages 5-40 through 5-45) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan VI. GEOLOGY AND SOILS — Would the project: a) Expose people or structures to potential substantial adverse effects, including the risk of loss, injury, or death involving: • Rupture of a known earthquake fault, as delineated on the most recent Alquist-Priolo Earthquake Fault Zoning map, issued by the State Geologist for the area or based on other substantial evidence of a known fault? Refer to Division of Mines and Geology Special Publication 42. • Strong seismic ground shaking? • Seismic -related ground failure, including liquefaction? • Landslides? b) Result in substantial soil erosion or the loss of topsoil? c) Be located on a geologic unit or soil that is unstable, or that would become unstable as a result of the project, and potentially result in on- or off-site landslide, lateral spreading, subsidence, liquefaction or collapse? d) Be located on expansive soil, as defined in Table 18-1-B of the Uniform Building Code (2001), creating substantial risks to life or property? e) Have soils incapable of adequately supporting the use of septic tanks or alternative wastewater disposal systems where sewers are not available for the disposal of wastewater? No Substantial Change from Previous Analysis The proposed Project would continue to allow for the construction of the required Tustin Legacy backbone infrastructure improvements. Development activities associated with the proposed Project have been previously considered within the Program FEIS/EIR for MCAS Tustin and Addendum and have been found to have no demonstrable negative geology or soil effect on the site. The FEIS/EIR and Addendum indicate that impacts to soils and geology resulting from implementation of the Reuse Plan and MCAS Tustin Specific Plan would include non -seismic hazards (such as local settlement, regional subsidence, expansive soils, slope instability, erosion, and mudflows) and seismic hazards (such as surface fault displacement, high-intensity ground shaking, ground failure and lurching, seismically induced settlement, and flooding associated with dam failure. However, the FEIS/EIR for MCAS Tustin and Addendum Evaluation of Environmental Impacts 5"' Amendments to DDA 04-02 and ICRA Page 9 concluded that compliance with state and local regulations and standards, along with established engineering procedures and techniques, would avoid unacceptable risk or the creation of significant impacts related to such hazards. No substantial change is expected from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin and Addendum. Mitigation/Monitoring Required: Compliance with existing rules and regulations would avoid the creation of potential impacts. No new mitigation is required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-88 through 3- 97, 4-115 through 4-123, 7-28 through 7-29 and Addendum Pages 5-46 through 5-49) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan VII. HAZARDS AND HAZARDOUS MATERIALS — Would the project: a) Create a significant hazard to the public or the environment through the routine transport, use or disposal of hazardous materials? b) Create a significant hazard to the public or the environment through reasonable foreseeable upset and accident conditions involving the release of hazardous materials into the environment? c) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school? d) Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles or a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area? f) For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or working in the project area? g) Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? Evaluation of Environmental Impacts 51h Amendments to DDA 04-02 and ICRA Page 10 h) Expose people or structures to a significant risk of loss, injury or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? No Substantial Change from Previous Analysis. The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure improvements. The FEIS/EIR and its Addendum include a detailed discussion of the historic and then - current hazardous material use and hazardous waste generation within the Specific Plan area. The DoN is responsible for planning and executing environmental restoration programs in response to releases of hazardous substances for MCAS Tustin. The FEIS/EIR and Addendum concluded that the implementation of the Specific Plan would not have a significant environmental impact from the hazardous wastes, substances, and materials on the property during construction or operation since the DoN would implement various remedial actions pursuant to the Compliance Programs that would remove, manage, or isolate potentially hazardous substances in soils and groundwater. The Project site is not within any area previously known to contain contaminants of any kind. As identified in the FEIS/EIR and the Addendum, the Project site is within the boundaries of the Airport Environs Land Use Plan (AELUP) and is subject to height. restrictions. The proposed Project does not propose changes to height limitation included in the Specific Plan, nor does it pose an aircraft -related safety hazard for future residents or workers. The proposed Project will consist of at -grad and subsurface improvements. The Project site is not located in a wildland fire danger area. No substantial change is expected from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin and Addendum. Mitigation/Monitoring Required: No new or modified mitigation is required for the Project. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin pages (3-106 through 3- 117, 4-130 through 4-138, 7-30 through 7-31, and Addendum Pages 5-49 through 5-55) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Airport Environs Land Use Plan (AELUP) Tustin General Plan VIII. HYDROLOGY AND WATER QUALITY — Would the project: a) Violate any water quality standards or waste discharge requirements? b) Substantially deplete groundwater supplies or interfere substantially with groundwater recharge, such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g., the production rate of Evaluation of Environmental Impacts 5 1 Amendments to DDA 04-02 and ICRA Page 11 pre-existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? c) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, in a manner which would result in flooding on- or off-site? d) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner, which would result in flooding on- or off-site? e) Create or contribute runoff water which would exceed the capacity of existing or planned storm water drainage systems or provide substantial additional sources of polluted runoff? f) Otherwise substantially degrade water quality? g) Place housing within a 100 -year flood hazard area as mapped on a federal Flood hazard Boundary of Flood Insurance Rate Map or other flood hazard delineation map? h) Place within a 100 -year flood hazard area structures, which would impede or redirect flood flows? i) Expose people or structures to a significant risk of loss, injury or death involving flooding, including flooding as a result of the failure of a levee or dam? j) Inundation by seiche, tsunami, or mudflow? No Substantial Change from Previous Analysis The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure improvements. Development activities associated with the Project have been previously considered within the Program FEIS/EIR for MCAS Tustin and Addendum and have been found to have no demonstrable negative hydrology and water quality effect on the site. The Project site is located within the Peters Canyon Channel Master Drainage Area. As concluded in the FEIS/EIR and Addendum, preparation of a required Water Quality Management Plan (WQMP) in compliance with all applicable regulatory standards would reduce water quality impacts from the development activities to a level of insignificance. Implementation of the proposed Project would not result in new or substantially more severe impacts to water quality than what was previously identified in the FEIS/EIR and Addendum. The proposed Project would not alter the land uses proposed for development or the location of the land uses in relation to communities within the Specific Plan area. The amount of impervious surface proposed for construction would not change substantially; therefore, analysis and conclusions in the FEIS/EIR and Addendum relative to impacts related to groundwater supply, groundwater levels, or local recharge have not changed Evaluation of Environmental Impacts 5`h Amendments to DDA 04-02 and ICRA Page 12 substantially. In addition, portions of the Project within Barranca Parkway and Warner Avenue will have a positive impact to the backbone drainage system by resulting in the construction of required storm drain and channel facilities; therefore, no new or more severe impacts related to drainage patters, drainage facilities, and potential flooding would result from the implementation of the Project. No substantial change is expected from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin and Addendum. Mitigation/Monitoring Required: Compliance with existing rules and regulations would reduce any potential impacts related to water quality and groundwater to a level of insignificance and no mitigation is required. Mitigation measures related to hydrology and drainage were adopted by the Tustin City Council in the FEIS/EIR for Disposal and Reuse of MCAS Tustin and Addendum. No new mitigation is required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-98 through 3- 105, 4-124 through 4-129, 7-29 through 7-30 and Addendum Pages 5-56 through 5-92) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan 1X. LAND USE AND PLANNING — Would the project: a) Physically divide an established community? b) Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project (including, but not limited, to the general plan, specific plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect? c) Conflict with any applicable habitat conservation plan or natural community conservation plan? No Substantial Change from Previous Analysis The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure. The proposed Project would not alter the land uses proposed for development or the location of the land uses in relation to communities within the Specific Plan area. The Project site area is adjacent to existing development and development on-site would not physically divide an established community. Also, the proposed Project will not conflict with any habitat conservation plan or natural community conservation plan. No substantial change is expected from the analysis previously completed in the FEIS/EIR for MCAS Tustin and Addendum. Evaluation of Environmental Impacts 5"' Amendments to DDA 04-02 and ICRA Page 13 Mitigation/Monitoring Required: The FEIS/EIR and Addendum concluded that there would be no significant unavoidable land use impacts. The proposed Project does not increase the severity of the land use impacts previously identified in the FEIS/EIR and Addendum; therefore, no refinements needed to be made to the FEIS/EIR mitigation and no new mitigation measures are required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-3 to 3-17, 4-3 to 4-13, 7-16 to 7-18 and Addendum Pages 5-92 to 5-95) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan X. MINERAL RESOURCES — Would the project: a) Result in the loss of availability of a known mineral resource that would be a value to the region and the residents of the state? b) Result in the loss of availability of a locally important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? No Substantial Change from Previous Analysis The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure improvements. The FEIS/EIR and Addendum indicated that no mineral resources are known to occur anywhere within the Specific Plan area. The proposed Project will not result in the loss of mineral resources known to be on the site or identified as being present on the site by any mineral resource plans. Consequently, no substantial change is expected from the analysis previously completed in the FEIS/EIR and Addendum. Mitigation/Monitoring Required: No mitigation is required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Page 3-91) and Addendum (Page 5-95) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan XI. NOISE — Would the project: a) Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? Evaluation of Environmental Impacts 5'" Amendments to DDA 04-02 and ICRA Page 14 b) Exposure of persons to or generation of excessive ground borne vibration or ground borne noise levels? c) A substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the project? d) A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project? e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? f) For a project within the vicinity of a private airstrip, would the project expose people residing or working in the project area to excessive noise levels? No Substantial Change from Previous Analysis The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure improvements. The severity of the long-term traffic related noise impacts would not be increased more than previously identified in the FEIS/EIR and Addendum. As discussed in the FEIS/EIR and Addendum, John Wayne Airport is located southwest of the Project site. Based on review of the Airport Land Use Plan for John Wayne, the Project site is not located within the 60 CNEL contour for airport operations. The proposed Project would not involve the development of any uses that would expose people to excessive noise related to aircraft operations. Mitigation/Monitoring Required: The FEIS/EIR and Addendum concluded that with implementation of identified mitigation measures, there would be no impacts related to noise. The proposed Project does not increase the severity of the noise impacts previously identified in the FEIS/EIR and Addendum; therefore, no refinements need to be made to the FEIS/EIR mitigation measures and no new mitigation measures would be required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-154 through 3- 162) and Addendum (Page 5-96 through 5-99) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97. 3-89 through 3-103) Tustin General Plan XII. POPULATION & HOUSING — Would the project: a) Induce substantial population growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other infrastructure)? Evaluation of Environmental Impacts 5`h Amendments to DDA 04-02 and ICRA Page 15 b) Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere? c) Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere? No Substantial Change from Previous Analysis. The proposed Project will not directly impact the population or housing. The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure improvements. No substantial change is expected from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin and Addendum. Mitigation/Monitoring Required: Because no significant impacts were identified, no mitigation was included in the FEIS/EIR and Addendum related to population/housing. The proposed Project does not change the conclusions of the FEIS/EIR and Addendum and no new mitigation is required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-18 to 3-34, 4- 14 to 4-29, and 7-18 to 7-19) and Addendum Pages (5- 10 1 through 5-112) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan XIII. PUBLIC SERVICES a) Would the project result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times, or other performance objectives for any of the public services: The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure improvements. The FEIS/EIR and Addendum for MCAS Tustin requires developers to contribute to the creation of public services such as fire and police protection services, schools, libraries, recreation facilities, and biking/hiking trails. Fire Protection. The Project will be required to meet existing Orange County Fire Authority (OCFA) regulations regarding construction materials and methods, emergency access, water mains, fire flow, fire hydrants, sprinkler systems, building setbacks, and other relevant regulations. Adherence to these regulations would reduce the risk of uncontrollable fire and increase the ability to efficiently provide fire protection services Evaluation of Environmental Impacts 5`h Amendments to DDA 04-02 and ICRA Page 16 to the site. The number of existing fire stations in the areas surrounding the site will meet the demands created by new development in Tustin Legacy. Police Protection. The need for police protection services is assessed on the basis of resident population estimates, square footage of non-residential uses, etc. Implementation of the Project would not increase the need for police protection services in addition to what was anticipated in the FEIS/EIR and Addendum. Schools_ The impacts to schools resulting from the implementation of the overall development proposed would be similar to that identified in the FEIS/EIR and Addendum. Consistent with SB 50, the City of Tustin has adopted implementation measures that require developers to pay applicable school fees to the TUSD, IUSD, and SAUSD to mitigate indirect and direct student generation impacts prior to the issuance of building permits. The proposed Project will have no impact on schools. As a public entity, the City of Tustin is exempt from paying school fees associated with the proposed fire station. Other Public Facilities (Libraries). Since certification of the FEIS/EIR, the Orange County Library (OCPL) entered into an agreement with the City of Tustin for the expansion of the Tustin Branch library. The new, larger library is a public facility that directly benefits development activities within the Specific Plan area. Developers within the Specific Plan area are required to make a fair share contribution to a portion of the development costs of the library expansion. The proposed Project will have no impact on libraries. To support development in the reuse plan area, the Reuse Plan/Specific Plan requires public services and facilities to be provided concurrent with demand. The FEIS/EIR and Addendum concluded that public facilities would be provided according to a phasing plan to meet Projected needs as development of Tustin Legacy proceeded. The proposed Project would not increase the demand more than what was already analyzed in the previously approved FEIS/EIR and Addendum; therefore, no substantial change is expected. Mitigation/Monitoring Required: The FEIS/EIR and Addendum concluded that there would be no significant unavoidable impacts related to public services. The proposed Project would not result in a substantial increase in the severity of impacts to public services beyond that identified in the FEIS/EIR and Addendum. Therefore no new mitigation measures are required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-47 to 3-57, 4- 56 to 4-80 and 7-21 to 7-22) and Addendum (Pages 5-112 through 5-122) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan XIV. RECREATION Evaluation of Environmental Impacts 5`h Amendments to DDA 04-02 and ICRA Page 17 a) Would the project increase the use of existing neighborhood and regional parks or other recreational facilities, such that substantial physical deterioration of the facility would occur or be accelerated? b) Does the project include recreational facilities or require the construction or expansion of recreational facilities, which might have an adverse physical effect on the environment? The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure improvements. Impacts associated with recreation facilities were analyzed and addressed in the FEIS/EIR and Addendum. No substantial change is expected from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin and Addendum. Mitigation/Monitoring Required: The FEIS/EIR and Addendum concluded that there would be no significant unavoidable impacts related to recreation facilities. Additionally, the proposed Project would not result in a substantial increase in the severity of impacts to recreation facilities beyond that identified in the FEIS/EIR and Addendum. Therefore no new mitigation measures are required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin pages 3-47 to 3-57, 4-56 to 4-80, 7-21 to 7-22 and Addendum Pages 5-122 through 5-127 MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin City Code Section 9331 d (1) (b) Tustin General Plan XV. TRANSPORTATION/TRAFFIC — Would the project: a) Cause an increase in traffic, which is substantial in relation to the existing traffic load and capacity of the street system (i.e., result in a substantial increase in either the number of vehicle trips, the volume to capacity ratio on roads, or congestion at intersections)? b) Exceed, either individually or cumulatively, a level of service standard established by the county congestion management agency for designated roads or highways? c) Result in a change in air traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks? d) Substantially increase hazards due to a design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment)? e) Result in inadequate emergency access? Evaluation of Environmental Impacts 5`h Amendments to DDA 04-02 and ICRA Page 18 f) Result in inadequate parking capacity? g) Conflict with adopted policies, plans, or programs supporting alternative transportation (e.g., bus turnouts, bicycle racks)? The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure improvements. The FEIS/EIR and Addendum concluded that traffic impacts could occur as a result of build out of the Specific Plan. The FEIS/EIR concluded that there could be significant impacts at 18 arterial intersections (see Table 4.12-6 of the FEIS/EIR for a complete list) and the levels of service (LOS) at two intersections would improve compared to the no -project condition. The trip generation resulting from implementation of the original Specific Plan and Addendum would create an overall Average Daily Trip (ADT) generation of 216,440 trips. The original Specific Plan also established a trip budget tracking system for each neighborhood to analyze and control the amount and intensity of non-residential development by neighborhood. The tracking system ensures that sufficient ADT capacity exists to serve the development and remainder of the neighborhood. The construction of the required Tustin Legacy backbone infrastructure improvements associated with this Project will not result in added ADTs. Mitigation/Monitoring Required: No new impacts or substantially more severe impacts would result from implementation of the Project than were originally considered by the FEIS/EIR and Addendum. Therefore, no new or revised mitigation measures are required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (pages 3-118 through 3- 142, 4-139 through 4-206 and 7-32 through 7-42) and Addendum (pages 5- 127 through 5-147) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) XVI. UTILITIES AND SERVICE SYSTEMS — Would the project: a) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? b) Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? c) Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? d) Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? Evaluation of Environmental Impacts 5`h Amendments to DDA 04-02 and ICRA Page 19 e) Result in a determination by the wastewater treatment provider, which serves or may serve the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? f) Be served by a landfill with sufficient permitted capacity to accommodate the project's solid waste disposal needs? g) Comply with federal, state, and local statutes and regulations related to solid waste? The proposed Project would continue to allow for the construction of required Tustin Legacy backbone infrastructure improvements. Development activities associated with the Project have been previously considered within the Program FEIS/EIR for WAS Tustin and Addendum. The FEIS/EIR and Addendum analyzed new off-site and on-site backbone utility systems required for development of the site as necessary to support overall development of WAS Tustin Specific Plan, including water, sewer, drainage, electricity, natural gas, telephone, cable television, and solid waste management. In accordance with the FEIS/EIR and Addendum, most developers are required to pay a fair share towards off-site infrastructure and installation of on-site facilities. In addition, development of the site is required to meet federal, state, and local standards for design of waste water treatment, drainage system for on-site and off-site, and water availability. As concluded in the FEIS/EIR and Addendum, no unavoidable significant impacts would result. The proposed Project would not result in new or substantially more severe impacts than what was evaluated in the FEIS/EIR and Addendum. Mitigation/Monitoring Required: No new impacts or substantially more severe impacts would result from implementation of the Project; therefore, no new or revised mitigation measures are required. Sources: Field Observations FEIS/EIR for Disposal and Reuse of WAS Tustin (pages 3-35 through 3- 46, 4-32 through 4-55 and 7-20 through 7-21) and Addendum (pages 5-147 through 5-165) WAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) Tustin General Plan XVII. MANDATORY FINDINGS OF SIGNIFICANCE a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? b) Does the project have impacts that are individually limited but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects Evaluation of Environmental Impacts 5'h Amendments to DDA 04-02 and ICRA Page 20 of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects.) c) Does the project have environmental effects, which will cause substantial adverse effects on human beings, either directly or indirectly? The FEIS/EIR and Addendum previously considered all environmental impacts associated with the implementation of the Reuse Plan and MCAS Tustin Specific Plan and the proposed Project. With the enforcement of the FEIS/EIR and Addendum mitigation and implementation measures approved by the Tustin City Council in the Mitigation Monitoring Program for the Project or as conditions of approval, the proposed overall development Project, including the proposed Project, would not cause unmitigated environmental effects that will cause substantial effects on human beings either directly or indirectly nor degrade the quality of the environment, substantially reduce the habitats or wildlife populations to decrease or threaten, eliminate, or reduce animal ranges, etc. To address cumulative impacts, a Statement of Overriding Considerations for the FEIS/EIR was adopted by the Tustin City Council on January 16, 2001 (Resolution No. 00-90) for issues relating to aesthetics, cultural and paleontological resources, agricultural resources, and traffic/circulation. The proposed Project does not create any impacts that have not been previously addressed by the FEIS/EIR and Addendum. Sources: Field Observations FEIS/EIR for Disposal and Reuse of MCAS Tustin (pages 5-4 through 5-11) MCAS Tustin Specific Plan/Reuse Plan (Pages 2-97, 3-89 through 3-103) and Addendum Resolution No. 00-90 Tustin General Plan CONCLUSION The proposed Project's effects were previously examined in the FEIS/EIR for MCAS Tustin and Addendum. No new effects will occur, no substantial increase in the severity of previously identified significant effects will occur, no new mitigation measures will be required, no applicable mitigation measures previously not found to be feasible would in fact be feasible, and no new mitigation measures or alternatives applicable to the Project that have not been considered are needed to substantially reduce effects of the Project. Implementation of activities and development at the Project site could be subject to subsequent environmental review under CEQA as may be required by law. No substantial change is expected from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin and Addendum.