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HomeMy WebLinkAbout09 AMENDMENT EDC AGREEMENTAgenda Item 9 Reviewed: AGENDA ~;EPORT City Manager ;~ ~'' Finance Directory N jA MEETING DATE: NOVEMBER 1, 2011 TO: WILLIAM A. HUSTON, INTERIM CITY MANAGER FROM: REDEVELOPMENT AGENCY SUBJECT: MODIFICATION THREE TO EDC AGREEMENT BETWEEN THE DEPARTMENT OF THE NAVY AND CITY FOR CONVEYANCE OF A PORTION OF THE MARINE CORPS AIR STATION TUSTIN SUMMARY The Third Modification to the EDC Agreement will authorize, subject to certain conditions, the Navy's conveyance of a 10 acre parcel to the City under an Economic Development Conveyance authority under Federal Base Closure law rather than the conveyance of the parcel to the County of Orange pursuant to a public benefit conveyance authority. RECOMMENDATION It is recommended that the City Manager or Assistant City Manager be authorized to execute the attached Third Modification to the Economic Development Conveyance Agreement (EDC Agreement) between the Navy and the City for Conveyance of a Portion of the Marine Corps Air Station Tustin, subject to staff completing minor corrections to the legal descriptions requested by the Navy and any other minor corrections that might be necessary as recommended by the City's special real estate counsel, Kutak Rock. Assistant City Manager be authorized to the Economic Development Conveyance Navy and the City for Conveyance of a Tustin, subject to staff completing minor sted by the Navy and any other minor mmended by the City's special real estate FISCAL IMPACT There is no fiscal impact associated with this Agenda Item other than the staff time and consultant support necessary for negotiation of the Third Modification to the EDC Agreement. BACKGROUND In May of 2002, the City entered into an "Agreement between the United States of America Acting By and Through the Secretary of the Navy and the City of Tustin, California For Conveyance of a Portion of the Marine Corps Air Station, Tustin" (EDC Agreement). The EDC Agreement was subsequently amended on two occasions for Agenda Report Modification Three to EDC Agreement November 1, 2011 Page 2 purposes of modifying the Navy's contact information and for purposes of including certain portions of the Peters Canyon Channel, Barranca Channel and Santa Ana/Santa Fe Channel. The City Council recently approved Specific Plan Amendment 11-03 which provides a mechanism for amendment of the Land Use Plan of the Specific Plan to implement a potential land exchange between the South Orange County Community College District (SOCCCD) and the County of Orange (County) at the former MCAS Tustin. The land use changes would not be effective until a land exchange agreement between the parties is executed and the actual land exchange actually occurs between the parties. The County and SOCGCD are currently negotiating completion of a land exchange agreement to implement Specific Plan Amendment 11-03. The City's special counsel George Schlossberg with Kutak Rock, and Assistant City Manager have participated in these negotiations representing both the City and County. One of the key preconditions to an exchange between the SOCCCD and the County for property at Tustin Legacy is the requirement that the City enter into modification to the EDC Agreement. This amendment would permit the Navy to convey a 10 acre parcel, originally to be conveyed to the County for a regional law enforcement training facility (Parcel 1-B as shown on the attached Exhibit) through a public benefit conveyance, to the City. Then, after approval of Modification to the EDC Agreement, other existing provisions of the current EDC Agreement would result in the City being permitted to convey the 10 acre parcel to SOCCCD, but only concurrently with escrow closure when the actual land exchange between the County and SOCCCD occurs. The anticipated need for a modification to the EDC Agreement was described in the City Council October 4, 2011 Agenda Report to the City Council on Specific Plan Amendment 11-03, and as part of the City Council's action, the City Manager, or his designee, was authorized to move forward on implementation actions to support the land exchange. After extensive negotiations by Kutak Rock and the City Manager's Office, the Navy has indicated its intention to sign the attached Modification Three to the EDC Agreement, provided the City makes certain minor modifications to the legal description attached to the document (attached). As drafted, Modification Three would not become effective unless the following events occur: 1. The County shall have withdrawn its Public Benefit Conveyance Application for the County Exchange Parcel; and Agenda Report Modification Three to EDC Agreement November 1, 2011 Page 3 2. The County and SOCCCD have actually executed an exchange agreement acceptable in writing to the City to give effect to the exchange of the County exchange parcel and the SOCCCD exchange parcel. City staff at this time is requesting City Council authorization to execute Modification Three to the EDC Agreement, subject to completion of the corrections to the legal description requested by the Navy. Christine Shingleto Assistant City Manager Attachment: Land Exchange Concept Map Third Modification to EDC Agreement Attachment 1 Land Exchange Concept Map ~€ ~° + ' ~ ~+` ~~ ~ ~~ ~ ~ ~. ~~~~~~~~ ~ ~` ~~ ~ "~ _~ .~ °~' ~ ; ,~.. ~ ~ ,.~, ~ Attachment 2 Third Modification to EDC Agreement 2 4 MODIFICATION THREE (3) 5 TO THE AGREEMENT 6 BETWEEN 7 THE UNITED STATES OF AMERICA 8 AND 9 THE CITY OF TUSTIN, CALIFORNIA 10 FOR T'HE CONVEYANCE OF A PORTION OF THE FORMER 11 MARINE CORPS AIR STATION TUSTIN 12 13 THIS MODIFICATION THREE ("Modification Three") to the Agreement ~ietween 14 the United States of America and the City of Tustin, California for the Conveyance of a flortion 15 of ttie Former Marine Corps Air Station Tustin dated May 13, 2002, is entered into on this 16 day of , 2011 by and between THE UNITED STATES OF AMERICA, acting by 17 and through the Department of the Navy (the "Government"), and the CITY OF TUSTIN, 18 CALIFORNIA (the "City"), recognized as the local redevelopment authority by the Office of 19 Economic Adjustment on behalf of the Secretary of Defense. The Government and the City are 20 each sometimes referred to herein individually as a "Party" and collectively as the "Parties." 21 22 RECITALS 23 24 WHEREAS, the Parties entered into the Agreement between the United States of 25 America and the City of Tustin, California for the Conveyance of a Portion of the Former 26 Marine Corps Air Station Tustin dated as of May 13, 2002, as amended by that certain 27 Modification One to the Agreement dated as of April 10, 2006 and that certain Modification Two 28 to the Agreement dated as of July 31, 2006 (as amended, collectively, the "Agreement"), 29 pursuant to which, among other things, sets forth the terms and conditions for the conveyance of 30 a portion of the former Marine Corps Air Station Tustin ("MCAS Tustin") by the Government to 31 the City pursuant to Section 2905(b)(4) of the Defense Base Closure and Realignment Act of 32 1990, as amended, and the implementing regulations of the Department of Defense (32 CFR Part 33 175); and 34 35 WHEREAS, the Reuse Plan for MCAS Tustin submitted to the Government by the City 36 ("Reuse Plan") included an Orange County Regional Law Enforcement Training Center (the 37 "LETC") as a recommended public benefit conveyance, to be located in part of an approximately 38 ten (10) acre parcel of land more particularly described on Exhibit "A" attached hereto (the 39 "County Exchange Parcel"); and 40 41 WHEREAS, the United States of America acting by and through the Department of the 42 Navy currently holds title to the County Exchange Parcel, also known as Disposal Site 2; and 43 44 45 48 10-4936-3977.5 Tustin EDC Agreement Modification Three Page 2. 1 WHEREAS, Article 1.10.4 of the Agreement provides that "[i]f the County of Orange 2 withdraws its Public Benefit Conveyance Application for MCAS Tustin Reuse Plan Disposal 3 Site 2, then and in that event, the Parties agree to amend" the Agreement to include such 4 Disposal Site 2; and 5 6 WHEREAS, the County intends to withdraw its Public Benefit Conveyance Application ~ for the County Exchange Parcel; and 8 9 WHEREAS, South Orange County Community College District, a public agency 10 ("SOCCCD") and the County have identified a parcel of real property which SOCCCD desires to 11 convey to the County, and the County desires to accept, in exchange for the County Exchange 12 Parcel; and 13 14 WHEREAS, the Parties believe it is desirable and necessary to include the County 15 Exchange Parcel within the scope of the Agreement. 16 17 NOW THEREFORE, in consideration of the foregoing premises and the respective 18 representations, agreements, covenants and conditions herein contained, and other good and 19 valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the 20 Parties agree as follows: 21 22 AGREEMENTS 23 24 Article 1. Prerequisites to Implementation. This Modification Three shall become 25 effective only upon written notice to the Government from the City, which shall be provided by 26 the City in its sole discretion, that the following events have occurred: 27 28 a. The County of Orange shall have withdrawn its Public Benefit Conveyance 29 Application for the County Exchange Parcel; and 30 31 b. The County of Orange and SOCCCD shall have executed an exchange agreement 32 acceptable in writing to the City to give effect to the exchange of the County Exchange Parcel 33 and the SOCCCD Exchange Parcel. 34 35 Article 2. Real Property Description. 36 37 a. The Agreement is hereby modified to include the County Exchange Parcel, as 38 more fully described in Exhibit "A" to this Modification Three, within the description of Real 39 Property contained in Article 1.10 of the Agreement, in accordance with Article 4.1.3.3 of the 40 Agreement. 41 42 b. Exhibit "A" to this Modification Three is attached and made a part of this 43 Modification Three and shall be attached to and made a part of the Agreement as Exhibit "A-1 ". 44 4810-4)36-3917.5 Tustin EDC Agreement Modification Three Page 3. 1 Article 3. City Actions. In any subsequent conveyance of the County Exchange Parcel 2 to another public agency, such conveyance shall be by quitclaim deed in a form and substance 3 approved by the City which restricts the County Exchange Parcel for an appropriate public use. 4 5 Article 4. Miscellaneous 6 7 a, Unless separately defined, the terms used in this Modification Three shall be the 8 same as used and defined in the Agreement. 9 10 b. Except as set forth herein, and unless modified specifically by this Modification ll Three, the terms and conditions contained in the Agreement shall remain binding upon the 12 Parties and their respective successors and assigns as set forth in the Agreement. 13 14 c. The terms of this Modification Three are intended to and shall be for the benefit 15 of the City and the Government. No other person, agency, or entity shall have any right or cause 16 of action hereunder, nor is anything in this Modification Three intended to relieve, discharge or 17 affect the obligation or liability of any third parties or entities to any Party to this Modification 18 Three or otherwise for shall any provision give any third party or entity any right of action, 19 subrogation or action over and against any Party to this Modification Three. 20 21 [Signature Page Follows] 22 X810-1936-3471.5 Tustin EDC Agreement Modification Three Page 4. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 In Witness whereof, the Parties, intending to be legally bound, have caused their duly authorized representatives to execute and deliver this Modification Three as of the date first above written. UNITED STATES OF AMERICA, Acting by and through the Department of the Navy By: Title: Real Estate Contracting Officer Dated: CITY OF TUSTIN, CALIFORNIA By: Dated: Title: City Manager or Assistant City Manager Attest: B y: Pamela Stoker City Clerk Approved as to form: B y: George Schlossberg Special Counsel Kutak Rock X810-4936-3971.5 EXHIBIT A DESCRIPTION OF PARCEL ~-d936-3977.5 I Legal Description ~ Exhibit "A'~ ~I ~~ Parcel IV-K-2 !~ {Reuse Plan Disposition Site 2; portion of Carve-Out 5) II i II In the City of Tustin, County of Orange, State of Califoi-~ua, being that portion of Block 10 1' 2 ii of Irvine's Subdivision as shown on the map filed in Book 1, Page 88 of Miscellaneous 3 jl Record Maps, and as shown on a map filed in book 165, pages 31 through 39 inclusive of 4 i Records of Survey, both of the records of said County, described as follows: 5 it 6 For the purpose of this description the following Control Line is hereby established: 7 it 8 Control Line "A" 9 ~ Beginning at the intersection of the centerline of Red Bill Avenue with the centerline of 1o Valencia Avenue as shown on said Record of Survey, the centerline of Red Hill Avenue 11 ~ having a bearing of South 40°37'39" West between Valencia Avenue and Warner Avenue; I~ 12 ~ thence South 49°20'07" East 106.23 feet to the beginning of a curve concave southwesterly 13 having a radius of 1400.04 feet; thence southeasterly along said curve 134.49 feet through i 14~ it a central angle of 5°30' 14"; thence South 43°49'53" East 101.77 feet to the beginning of a i 15 ~I curve concave northeasterly having a radius of 1400.04 feet; thence southeasterly along 16 'i said curve 134.40 feet through a central angle of 5°30'01"; thence South 49°19'54" East 17 ~I 586.96 feet to the beginning of a curve concave northeasterly having a radius of ~i 1 ~ ~ 1400.04 feet; the~~ce southeasterly and easterly along said curve 733.69 feet though a j 1~ ;'i central atlgle of 30°01'33"; thence South 79°21'27" East 309.99 feet to a point hereinafter 20 referred to as Point "A". 21 it 22 ! Control Line "B" 23 Beginning at said Point "A"; thence South 15°38'31" West 74.21 feet to the beginning of a i 24 ~~ curve concave northwesterly having a radius of 1400.04 feet; thence southerly and 25 ~I southwester! alon said curve 828.04 feet throu ~ ° ~ ~~ ~ y g gh a central angle of ~3 53 13 to a point 1 of 3 E\SURzJFYSl2tus01020t?lreportslRe«umbered Parceisi(egal-Parcel [V-K-2.doc 9/2!11 2: (f3 PM it ~~ Legal Description II ~I Exhibit "A" Parcel IV-K-2 (Reuse Plan Disposition Site 2; portion of Carve-Out 5) ~~ ~~ ~i !I 1 it hereinafter to be referred to as Paint "D"; thence continuing southwesterly and westerly 2 ~~ along said curve 441.51 feet through a central angle of 18°04'06"; thence 3 jl South 67°35'50" West 139.46 feet to the beginning of a curve concave southeasterly ~ ~ having a radius of 1400.04 feet; thence westerly and southwesterly along said curve 5 ~ 694.50 feet through a central angle of 28°25' 19". 6 7 Parcel IV-K-2 8 ~ Beginning at the hereinbefore described Point "D" ;thence leaving said Control Line "B" g ~I North 40°28' 16" West 46.00 feet to the True Point of Beginning, said point bein the g 10 ~ beginning of anon-tangent curve concave northwesterly, having a radius of 1354.04 feet, i ll j said curve also being concentric with and 46.00 feet northwesterly of said Control Line i t2 "B", a radial line to said beginning bears South 40°28' 16" East; thence southwesterly and 13 ~ westerly along said concentric curve 427.00 feet through a central angle of 18°04'06" to a 14 ~ line parallel with and 46.00 feet northwesterly of said Control Line "B"; thence along said is ~ parallel line South 67°35'50" West 139.46 feet to the beginning of a curve concave 16 I southeasterly having a radius of 1446.04 feet, said curve being concentric with and 46.00 17 it feet northwesterly of said Control Line "B"; thence southwesterly along said concentric i~ i curare 184.05 feet through a central angle of 07°17'33"; thence leaving said concentric t 9 ' curve North 49°21' 14" West 459,00 feet; thence North 40°38'46" East 20 ~~ 486.27 feet; thence South 77°38'59" East 256.30 feet; thence North 71°36'25" East 21 ~ 351.77 feet; thence South 15°49'01" East 382.89 feet to the True Point Of Beginning. 22 23 ; Containing 436,043 square feet or 10.01 acres, mare ar less 24 25 i~ 2 of 3 ~:ASLIRVEYS12Tus010200\reportslRenui~~bered Parceisilegai-Parcel [V-K-2.doc 912/1 12:18 PM u ~l ~ egal Dcscr~ption ~i Exhibit "~," ~ Parcel IV-K-2 i ~~ (Reuse flan Disposition Site 2; portion of Carve-Out 5) ~~ ~i ~i 1 ~~ As shown on Exhibit "B" attached hereto and by this reference made a part hereof. 3 II Prepared under my supervision ,. ~~ ~~ r~~~ ~~~ ~ ~f~ s ~ ~` Igo. ~~f~ `~ ~ II ,,'~Yy~ ~~ ~ Exp. ~~r.3C7 f 12 ~~ ,-~ 8 Peter J. 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