HomeMy WebLinkAbout07 JOHN LAIGN HOMES AGRMT AT LEGACY 08-05-02 NO. 07
AGENDA REPORT 0 .0 -02
MEETING DATE: AUGUST 5, 2002 400-10
TO:
FROM:
SUBJECT:
WILLIAM A. HUSTON, CITY MANAGER
REDEVELOPMENT AGENCY STAFF
PLANNING AREA 20, TUSTIN LEGACY -
EXCLUSIVE AGREEMENT TO NEGOTIATE WITH JOHN LAING HOMES
SUMMARY
On July 1,2002 the City Council directed staff to prepare an Exclusive Agreement to Negotiate
with John Laing Homes for the disposition and development of Planning Area 20 in the Tustin
Legacy project.
RECOMMENDATION
It is recommended that the City Council authorize execution of the attached Exclusive
Agreement to Negotiate between the City of Tustin and the Tustin Public Financing Authority
and the developer, WL Homes, LLC, a Delaware limited liability company doing business as
John Laing Homes.
FISCAL IMPACT
John Laing Homes will deposit a $50,000 good faith deposit with the execution of the Exclusive
Agreement to Negotiate. The intent of the negotiating period is to draft a Disposition and
Development Agreement (DDA) for the City Council's consideration which will include a
purchase price and terms for the property. Additionally, there may be direct financial impacts
from the eventual development of the property including the receipt of revenues from property
taxes and a cost for providing City services. These fiscal impacts will be evaluated as part of
the negotiation process on the DDA.
BACKGROUND.
On July 1, 2002 the City Council directed staff to prepare an Exclusive Agreement to Negotiate
with the developer for the disposition and development of Planning Area 20 in the Tustin
Legacy project. Currently vacant, the City-owned property is 25.3 acres which is located at the
northwest corner of Edinger and Harvard Avenues. Adjacent to the site is a vacant 4.1 acre
parcel owned by The Irvine Company, the purchase of this property will be discussed during
the negotiating period for integration into the overall development of the site. The site is
designated for medium-high density residential use (15-25 dwelling units per acre) in the
MCAS Tustin Reuse Plan.
City Council Report
Tustin Legacy, Planning Area 20 - Exclusive Negotiation Agreement
August 5, 2002
Page 2 of 2
The fundamental terms under which the Disposition and Development Agreement (DDA) are to
be negotiated are to be consistent with the MCAS Tustin Reuse Plan, the Draft Specific Plan
for MCAS Tustin, the RFP issued by the City/Agency, and the City/Agency Developer
Technical Evaluation process including the submitted Business Plan and subsequent Tchnical
Evaluation Committee interview.
Major issues that will be addressed in drafting the Disposition and Development Agreement
include:
· Purchase Price - The amount of the base purchase price and the participation price
including the terms and conditions of conveyance will be established.
· Scope of Development - The Developer will refine the concept/site plan, refine product
design, adjust and refine the product mix, and proposed specific offsite improvements
such as t he proposed regional bike t rail t hat i s located o n t he northerly a nd easterly
edges of the site.
· Schedule of Performance - Milestone dates for the Developer's completion of specific
responsibilities required of the Agency and the Developer will be established.
· Main Library Contribution - The terms and conditions for the Developer's contributing
$1 million by the Developer to the City of Tustin towards the construction of a new
library will be established.
· Adjacent Parcel - The terms and conditions for the Developer's securing of the adjacent
4.1 acre parcel currently owned by The Irvine Company will be established.
The exclusive negotiating period is for ninety days from the date the Agreement is executed by
all parties. The negotiating period may be extended to permit approval any negotiated DDA
and for an additional time period if mutually agreed to by the representatives of both parties.
Christine Shingleton ~,/
Assistant City Mana0e'r
o1~ Buchanan
e~or Project Manager
Attachment
RDA\CC Report\format.doc
S:\RDA\RDA report\PA-20 - ENA (Laing).05.Aug.02.docpa-20 - ena (laing).05.aug.02.doc
EXCLUSIVE AGREEMENT TO NEGOTIATE
THIS EXCLUSIVE AGREEMENT TO NEGOTIATE ("Agreement") is entered into this
w day of ,2002 by and between THE CITY OF TUSTIN (the "City") and the Tustin
Public Financing Authority (the "Authority), (collectively, the "Agency") and WL Homes LLC, a
Delaware limited liability company doing business as John Laing Homes (the "Developer"). The
Agency and the Developer are sometimes collectively referred to as the "Parties".
RECITALS
A. The City desires to encourage and effectuate the redevelopment of certain real
property (the "Site") owned by the City located in the City of Tustin and which consists of that
certain real property which is depicted on the "Site Map" attached hereto as Exhibit A and
incorporated herein by reference. The City may transfer the Site to the Authority. To this end, the
Agency desires to negotiate a Disposition and Development Agreement ("DDA") to have the
Developer purchase the subject Site and construct a project on the Site.
B. The Developer desires to acquire from the Agency an approximately 25.3 acre Site
and has also indicated its intention to acquire an adjacent approximate 4.1 acre parcel owned by The
Irvine Company.
C. The Developer desires to negotiate a DDA that involves developing a residential
ownership project (hereinafter referred to as "Project") utilizing neotraditional urban design
principles and traditional town planning concepts. The project as presented in Developer's Response
to Agency's Request for Proposal ("RFP") would contain four product types: single family detached
homes, townhouses, cluster townhouses and live-work units and a complete accompanying set of
amenities.
D. The Developer represents that it has the necessary expertise, experience and financial
capability to undertake the development contemplated herein.
E. The Developer represents and agrees that its intended acquisition of the Site and its
other undertakings pursuant to this Agreement shall be used for the timely development of the Site
and not for speculation in land holding.
F. The Parties desire, for the period set forth herein, to negotiate diligently and in good
faith the terms and conditions of a DDA which will specify rights, obligations and method of
participation of the Parties with respect to the sale and development of the Site.
NOW THEREFORE, and in consideration of the recitals above and the mutual covenants
hereinafter contained, the Parties agree as follows:
1.0 Negotiation
1.1 Good Faith Negotiations. The Agency will prepare the DDA and submit it to the
Developer for review and comment. The Agency and the Developer agree for the period set forth in
Cdd-rda/rda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2~24440.0000
Page 1 of 13
Section 1.2 to exclusively negotiate with one another diligently and in good faith to prepare a DDA
and related documents to be entered into between the Agency and the Developer with respect to that
area at the former Marine Corps Air Station (MCAS) Tustin which is designated as the Site on the
Site Map. The negotiations shall address the parameters set forth in the MCAS Tustin Reuse Plan
approved by the Tustin City Council, the Draft MCAS Tustin Specific Plan, the Request for
Proposals (RFP) issued by the City for the Site and the responses thereto submitted by Developer up
to and including July 1, 2002, and such other terms and conditions as the Parties deem necessary and
desirable.
1.2 Period of Negotiations.
A. The Parties agree to negotiate for a period of ninety (90) days from the date this
Agreement is signed by all Parties, subject to extensions as further provided in this Section 1.2. If on
the 90th day from the date of this Agreement (or within any extension of time mutually approved by
the Parties in accordance with the terms of the Agreement), the Developer has not signed and
submitted a DDA, then this Agreement shall automatically terminate. The Developer may request
from the Agency an extension of the 90-day exclusive negotiation period. The Agency will
determine whether reasonable and sufficient progress has been made toward fulfillment of the
requirements of this Agreement in its consideration of any extension. The 90-day exclusive
negotiation period may be extended by the mutual consent of the Parties for up to two (2) additional
periods of thirty (30) days each and may be subject to further extensions pursuant to the provisions of
paragraph D of this Section 1.2.
The City a nd Authority e ach delegate to t he City Manager t he authority t o agree t o g rant
extensions. The City Manager may agree to grant an extension pursuant to this paragraph and
paragraph D in the City Manager's sole and absolute discretion. Prior to granting any such
extension, the City Manager shall determine in the City Manager's sole and absolute discretion
whether the Developer has negotiated diligently and in good faith and whether reasonable and
sufficient progress has been made toward fulfillment of the requirements of this Agreement. No such
extension of time shall be effective unless it is in writing.
B. If a DDA is signed and submitted by the Developer within the 90-day period (or
within any extension of time mutually approved by the Parties in accordance with the terms of
Section 1.2A above), then this Agreement shall automatically be extended for sixty (60) days from
the date of such submittal by Developer to enable the Agency to (1) determine whether it desires to
enter into such a DDA, (2) take the actions necessary to authorize the Agency to sign the DDA if the
Agency desires to do so, and (3) sign the DDA.
C. If the Agency has not considered and approved the DDA by such 60th day or, at the
end of any extension mutually agreed upon by the Parties in writing, then this Agreement shall
automatically terminate.
D. In addition to and notwithstanding the provisions of paragraph A of this Section 1.2,
in the event the Parties are unable to successfully complete the negotiation of the DDA within the 90-
day term of this Agreement as the result of circumstances not within the control of any of the Parties
(including but not limited to litigation brought by a third party or similar circumstances which
interfere with the ability of the Parties to complete the DDA), any Party may request an extension of
the term of this Agreement for such period of time as may reasonably be necessary under the
Cdd-rdadrda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2X24440.0000
Page 2 of 13
circumstances to conclude the negotiation of the DDA, approval of which request shall not be
unreasonably withheld, conditioned or delayed by the other Parties.
1.3 Good Faith Deposit
A. Prior to the execution of this Agreement by the Agency, the Developer has submitted
to the City a good faith deposit in the sum of fifty thousand dollars ($50,000) in the form of a
certified cashier's check or other form of security acceptable to the City to ensure that the Developer
will proceed diligently and in good faith to negotiate and perform all of the Developer's obligations
under this Agreement. If the deposit is in cash or a certified cashier's check it shall be deposited in
an account in a bank or trust company selected by the City. Interest, if any, shall be added to the
deposit and held as additional security for the Developer's obligations hereunder. If the Parties enter
into a DDA within the time period identified in Section 1.2 of this Agreement or any extension
thereto, the City shall return the deposit to the Developer or apply it to any additional deposit
required as security for the performance under the DDA. If the Parties fail to enter into a DDA with
in the time period identified in Section 1.2 of this Agreement or any extension thereto, the City may
retain the deposit only if the Developer has not negotiated diligently or in good faith or has not
carded out its obligations under this Agreement. The Developer's failure to submit to the Agency
plans, reports, studies, investigations and materials specified in Sections 3.0 and 4.0 of this
Agreement within the time periods specified therein shall be deemed to demonstrate the Developer's
failure to negotiate diligently and in good faith and its failure to carry out its obligations hereunder.
If t he Developer h as failed t o d o s o, inasmuch a s t he actual damages which would result from a
breach by the Developer of its obligations under this agreement are uncertain and would be
impractical or extremely difficult to determine, the City shall be entitled to retain the entire original
amount of said deposit plus interest, if any, which has accrued thereon, as liquidated and agreed
damages.
The Developer may terminate the Agreement in the event that during the course of
the investigations and evaluation of the Site and Project, it determines in good faith that the Project is
not feasible or financeable. The City shall return the deposit (together with any interest accrued
thereon) to the Developer upon termination of the Agreement in the event the Developer has
negotiated in good faith hereunder and materially complied with the terms hereof.
By the initials of their respective signatories hereunder, the City and the Developer
acknowledge and agree that forfeiture of the original amount of the deposit (together with any
interest earned and accrued thereon) is not in lieu of any other relief, fight or remedy to which the
City might be entitled by reason of the Developer's default.
Initials:
Developer Developer City
B. The Developer acknowledges that it is currently anticipated that the DDA shall
require the deposit of an additional deposit in an amount to be determined as security for the
performance of the Developer's obligations under the DDA.
C. In addition, it is currently anticipated that the DDA shall require the Developer to
assume certain property maintenance costs of the Site as will be specified in the DDA.
Cdd-rdaYrda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2X24440.0000
Page 3 of 13
1.4 Due Diligence. Developer shall be entitled during the Negotiating Period to enter
upon the Site at all reasonable times, upon reasonable advance notice to the Agency, for the purpose
of obtaining data and conducting surveys and tests necessary to ascertain the condition of the Site.
The Developer shall defend, indemnify and hold harmless the Agency and its officers, employees,
agents and representatives from the exercise of its rights pursuant to this Section 1.4.
2.0 Proposed Development Concept and Essential Terms and Conditions
2.1 The proposed development to be negotiated hereunder shall include the development
and use of the Site consistent with the MCAS Tustin Reuse Plan, the Draft Specific Plan for MCAS
Tustin, the RFP issued by the Agency for the Site and the Developer's response to the RFP submitted
to the Agency dated February 19, 2002, with conditions as may be herein identified.
2.2 The Parties agree that it is their intent, upon entry into this Agreement, to negotiate a
DDA which is anticipated to address the following terms and conditions.
A. The Developer shall acquire the Site from the City or Authority. The terms and
conditions of this conveyance, including but not limited to the manner of conveyance, the conditions
precedent to conveyance and the amount of the purchase price and any participation price, shall be
determined as part of the negotiation of and detailed in the DDA and consistent with the
methodology contained in the Developer's Business Plan as reviewed by the Agency.
B. The Developer shall provide a $1,000,000 contribution to the City of Tustin towards
construction of a new Tustin Branch Library in addition to any amount of purchase price and in
conjunction with purchase of the Site. Said contribution will be in cash and will not be financed
through an assessment or community facilities district.
C. The Developer shall design and construct the development on the Site at its own cost
and expense in accordance with a Scope of Development and a Schedule of Performance to be
negotiated as part of the DDA and in accordance with plans and specifications prepared by the
Developer and approved by the Agency in accordance with such Schedule of Performance and in
compliance with all requirements and regulations of the City and, without limitation, applicable
zoning.
D. The Developer shall attempt to acquire an adjacent approximate 4.1 acre site from
The Irvine Company. In connection with the negotiations to acquire such land, the Developer will
engage in ongoing discussions with The Irvine Company regarding land use planning for such land,
which may also include the discussion and transmission of information regarding the Site and the
Project. Developer agrees that it will not release to the Irvine Compnay the business offer and
Project financial pro forma information that Developer has provided City until after execution of a
DDA
E. The Developer has agreed to work with the Agency to modify the Project product
mix to increase the number of detached single family homes in the Project. The Developer and the
Agency acknowledge that this may reduce slightly the number of total units in the Project and impact
the Project's Business Plan Financial Pro Forma.
F. The Developer shall fully improve a proposed regional bike trail on the easterly and
northern edges of the Site as part of development of the Site; provided that the Parties acknowledge
Cdd-rda/rda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2X24440.0000
Page 4 of 13
that access rights from third party landowners would be necessary to construct such bike trail on the
easterly edge of the Site.
G. The Developer has agreed to provide a $4,960,000 contribution as the Site's fair
share of the off-site MCAS Tustin back-bone infrastructure program, or will enter into an agreement
with the City not to oppose imposition of an Assessment District or Community Facilities District on
the Site established to finance the Site's $4,960,000 fair share obligations for MCAS Tustin back-
bone infrastructure. Developer also acknowledges that the Site is subject to imposition of developer
school impact fees by the Irvine Unified School District and may be subject to a future Community
Facilities District for financing of school facilities to benefit the Irvine Unified School District
pursuant to an agreement Between the City of Tustin and the Irvine Unified School District
regarding the transfer of school site And other mitigation measures.
H. The Developer shall prepare and process applications for and obtain from the City
and other federal, state and local jurisdictions, all applicable land use, planning and zoning approvals
for the proposed development with the support of the Agency. These entitlements will be required to
be consistent with the MCAS Tustin Reuse Plan approved for MCAS Tustin and the Draft MCAS
Tustin Specific Plan or any final revisions approved by the City Council.
I. The Developer has agreed to provide a total of 90 affordable dwelling units in the
Project to 27 very low income households, 16 low income households and 47 moderate income
households; provided that such numbers may change if the total number of dwelling units in the
Project is modified as provided in paragraph E above. In the event the total number of dwelling units
in the Project is modified, the Developer shall provide a minimum of 15% of the dwelling units in
the Project to be affordable for very low to moderate income households, with 40% of these units to
be affordable to very low income households, 24% to low income households and 36% to moderate
income households. Additionally, 22 units shall b e provided to moderate income households t o
meet the City's housing needs The Developer has agreed to negotiate with the Agency the actual
location by product type of these units.
J. New development shall be completed within the guidelines of the land uses specified
in the MCAS Tustin Reuse Plan and Draft Specific Plan.
K. Project costs and revenues will be separately analyzed and funding of all project costs
will be the responsibility of the Developer.
L. The Developer anticipates implementation of the Project in accordance with the
Agency's RFP/the Developer's Response to the RFP, the MCAS Tustin Reuse Plan and the Draft
Specific Plan without the need for any expenditure by or loan from the Agency to the Developer.
M. The closing of military bases during the last ten years has generated the need for
redevelopment to be used as a means of overcoming the negative influences of these closings on
communities. The expertise of the Agency is necessary in dealing with large multiple-use projects
like MCAS Tustin. It is also essential that the Developer be experienced in redevelopment and
understands the flexibility required to make redevelopment projects like MCAS Tustin successful for
the public and the private sectors.
3.0 Developer's Responsibilities
Cdd-rdaYrda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2X24440.0000
Page 5 of 13
During the period of negotiation, the Developer shall prepare and submit to the Agency the
following:
3.1 Status Reports. The Developer agrees to make bi-weekly oral and/or written reports
advising the Agency and/or its staff of all matters and studies being made, including the Developer's
progress in analyzing the feasibility of the Project as may be requested by the Agency or its staff.
3.2 Development Team. The Developer shall, within ten (10) days of execution ofthis
Agreement, submit in writing to the Agency full disclosure of the names of the Developer's agents,
authorized negotiators, professional employees or other associates of Developer who may be
participants in development of the Project and other relevant information concerning the above, such
as addresses, telephone numbers, employers. The Developer shall also designate and submit in
writing to the Agency the names of all the Developer's lead negotiators who shall have authority to
make decisions on behalf of the Developer.
3.3 Financial Status. The Developer shall continue to be responsible for demonstrating
to the Agency the financial capacity and capability to perform its obligations under this Agreement
and the proposed DDA. The Developer shall submit any additional financial information of its key
principal or principals as requested by the Agency within thirty (30) days of a request by this
Agreement. The Developer shall identify with specificity the documents which the Developer wants
the Agency to maintain as confidential documents and a statement as to why the request is consistent
and complies with the provisions of the Public Records Act of the State of California. If
confidentiality is requested and if nondisclosure under the Public Records Act is allowed, the
documents shall be delivered to and maintained by the Agency and copies shall not be disseminated.
To the extent permitted by law, the Agency shall not make public disclosure of the documents. The
Agency's agents, negotiators and consultants may review the statements as necessary as long as such
parties agree to maintain the confidentiality of such statements.
If the Developer determines to joint venture or parmer development of the
Site, or if the Developer determines to form a new legal entity to develop the Site, the Developer
shall promptly inform the Agency of such determination and submit to Agency the joint venture's or
partner's most recent financial statements and the financial statements of its key principals. The
assignment of the Developer's rights under this Agreement to any new entity, partnership or joint
venture may be approved in writing by the City and Authority, provided that each in its sole
discretion, is satisfied that the new entity, partnership, or joint venture has the financial capability to
perform under this Agreement and the proposed DDA.
3.4 Design Review/Entitlements. It is understood and agreed to by the Developer that
the quality, character and uses proposed for the Project are of particular importance to the Agency
and that planning and design review approval and other entitlements by the City will be required for
the development of the Site. The Developer and the proposed architect shall meet with
representatives of the City to review and come to a clear understanding of the planning and design
criteria required by the City. Within 20 days after the date of the execution of this Agreement, the
Developer shall submit a schedule for entitlement processing. Within sixty (60) days after the date of
the Agency's execution of this Agreement, Developer shall submit for approval of the City,
preliminary revised design drawings and related documents containing the overall plan for
development of the Developer's Project including the following: preliminary site plan showing
building layout and dimensions, parking, landscaping and access on or related to each individual
Cdd-rda/rda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2~24440.0000
Page 6 of 13
parcel, floor plans, preliminary materials call-outs and conceptual building renderings and a
development schedule.
3.5 Project Financial Pro Forma. Within sixty (60) days after the date of this
Agreement, Developer shall submit revised overall cost and revenue estimates, project cost and
revenue data including information on Project's financial return adequate to enable the Agency to
evaluate the Developer's Business offer and economic feasibility of the proposed development of the
Project. The information submitted shall be in the same Business Plan format provided in response
to the Request for Proposal. ·
3.6 Additional Information. The Developer understands and agrees that the Agency's
negotiating team reserves the right at any time to reasonably request from the Developer additional
information, including information, data and commitments to ascertain the depth of the Developer's
capability and desire to develop the Site expeditiously. The Agency's negotiating team will provide
a reasonable time in which the Developer may obtain and submit to the Agency such additional
information.
3.7 Contacts During Negotiation. The Developer shall only negotiate with the
Agency's negotiating team as defined in writing by the Assistant City Manager and with no other
persons unless expressly authorized to do so by the Agency's negotiating team. During the period of
negotiations, the Developer shall make no statements to the media about the proposed Project
without the approval of the Assistant City Manager. The Developer's failure to comply with the
provisions of this Section shall be conclusive evidence that the Developer has not "negotiated in
good faith."
During the period of exclusive negotiation, the Agency covenants and agrees to
negotiate exclusively with the Developer and shall not solicit another party for the Project or enter
into any agreement with any other party regarding the development of the Site or any portion thereof.
The Agency acknowledges and agrees that but for this exclusivity, the Developer would not have
entered into this Agreement. In the event a court of competent jurisdiction determines in a final
decision that the Agency has breached this exclusivity covenant, the Agency shall be deemed to have
failed to negotiate in good faith and providing a DDA has not been entered into pursuant to this
Agreement, the Developer shall, in addition to other rights and remedies, be entitled to the return of
the good faith deposit (together with interest accrued thereon) and any other deposits made by the
Developer.
3.8 Environmental and Other Studies
A. Environmental Requirements. Compliance with the California
Environmental Quality Act ("CEQA") is a legal precondition to any final Agency action to approve
and execute the DDA. The Developer shall cooperate with the Agency and abide by the Agency's
environmental compliance procedures and fee requirements, which include but are not limited to the
obligation to deposit funds to pay all of the Agency's costs of preparing any additional required
environmental studies as may be determined.
B. Plans, Reports, Studies and Investigations. The Developer shall provide
the City, without cost or expense to the City, copies of all plans, reports, studies or investigations
(collectively, "Plans") prepared by or on behalf of the Developer with respect to the Site and the
Project. All Plans shall be prepared at the Developer's sole cost and expense. If this Agreement is
Cdd-rdaJrda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2X24440.0000
Page 7 of 13
terminated for any reason other than a material breach or default hereunder by the Agency, the
Agency may request that the Developer, for consideration to be mutually agreed, transfer
Developer's fights to any or all Plans identified by the Agency, but under no event shall the cost to
the Agency exceed five hundred dollars ($500.00). Upon such request, the Developer shall deliver to
the Agency copies of all Plans requested by the Agency together with a bill of sale therefore,
provided that Developer makes no representations, warrantee or guarantee regarding the
completeness or accuracy of the Plans, and Developer does not covenant to convey the copyright or
other ownership rights of third parties thereto. Such Plans shall thereupon be free of all claims or
interests of the Developer or any liens or encumbrances. Upon the Agency's acquiring the
Developer's rights to any or all of the Plans, the Agency shall be permitted to use, grant, license or
otherwise dispose of such Plans to any person or entity for development of the Site or any other
purpose; provided, however, that the Developer shall have no liability whatsoever to the ~Agency or
any transferee or title to the Plans in connection with the use of the Plans. The Agency shall, within
ten (10) business days of execution of this Agreement and at no cost to the Developer, provide
Developer with copies of all plans, reports, studies, investigations and other materials the Agency
may have that are pertinent to the Site and/or development of the Project provided, however, that the
Agency makes no representations, warrantee or guarantee regarding the completeness or accuracy of
such plans, reports, studies, investigations and other materials.
C. Hazardous Materials Assessment. The Parties acknowledge that, in
accordance with the City of Tustin's recent acquisition of the Site from the Department of the Navy
by quitclaim, the Department of the Navy found and determined that there was no contamination on
the Site and issued a Finding of Suitability for Transfer ("FOST") dated February 28, 2001. Agency
would intend upon approval of a DDA to sell and convey by quitclaim the Site to Developer in the
same manner as the Site was conveyed to Agency to include the covenants and warranties as
identified in the Navy's Quitclaim Deed attached hereto as Exhibit B and incorporated herein by
reference.
The Agency agrees to provide a copy of the FOST to Developer within 10
days of execution of this Agreement. While the Developer should undertake its own investigation to
determine the presence of hazardous materials and suitability of the Site for development, the Parties
acknowledge and agree that the Site shall be acquired "as is" and Developer shall release, defend,
indemnify and hold Agency harmless with respect to the environmental and soils condition of the
Site.
The Agency agrees to negotiate with the Developer to add Developer as
additional insured on the Agency's environmental insurance policy which covers the Site at a cost
reimbursement to the Agency.
4.0 Purchase Price and Other Considerations
The purchase Payment to be made by the Developer to the City or Authority will be
established in the DDA. The purchase price and other financial considerations will be based upon
such factors as market conditions, scope of development, cost of development, risks incurred,
estimated or actual profit, public purpose, and other matters relevant to establishing the fair reuse
value of the Site for the uses permitted to be developed.
Cdd-rda/rda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2X24440.0000
Page 8 of 13
5.0 The Developer
5.1 Nature of the Developer. Developer will be WL Homes, LLC, doing business as
John Laing Homes or such other business entity (such as another limited liability corporation) as the
Agency may approve, upon terms and conditions as the Agency may request and the Parties may
agree, as specified in the DDA. Concurrently with the executed DDA, Developer shall submit a copy
of the applicable formation documents relating to Developer and any corporate members of
Developer (i.e., as applicable: articles of incorporation; parmership agreement; and/or limited
liability corporation articles of incorporation, statement of information and operating agreement).
5.2 Offices of the Developer. The principal offices of the Developer are located at 895
Dove Street, Suite 110, Newport Beach, CA 92660.
5.3 Principals and Employees of the Developer
A. The principals of the Developer are as follows:
Larry Webb, Chief Executive Officer
Steve Kabel, President, Southern California Region
Mitchell Bradford, Vice President, Southern California Region
B,
The Developer's employees or representatives who will be directly involved in the
development are as follows:
Dan Nahabedian, Vice President Product Development
Mitchell Bradford, Vice President Land Acquisition
Marianne Browne, Vice President Sales & Marketing
Ken Nishikawa, Vice President Project Management
Jeff Herrmann, Vice President Finance
Rich Nelson, Vice President Operations
Abel Avalos, Infill Land Acquisition Manager
Terry Crowther, Director of Community Development
5.4 The Developer's Consultants and Professionals
The Developer's Response to Agency's RFP submitted to the City provided a
list of the Developer's team of in-house project staff, consultants and professionals.
A. The Developer is required to make full disclosure to the Agency of any changes to its
principals, officers, stockholders, partners, joint venturers, Project employees, and other associates
and all other pertinent information concerning the Developer and its associates.
B. Developer agrees to substitute or supplement any of its consultants and professionals
as reasonably requested by Agency.
6.0 The Developer's Financial Capacity
6.1 Financial Statement. Any additional financial statements of the Developer, if
requested, shall be submitted to the Agency or its consultant as requested by the Agency for the
purposes of this Agreement.
Cdd-rdaYrda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2X24440.0000
Page 9 of 13
6.2 Equity. The Developer proposes to obtain its equity capital in the following manner:
In-house financing
6.3 Construction Financing. The Developer proposes to obtain its construction
financing for the development from a reputable, institutional lender, as approved by the Agency.
6.4 Long-Term Development Financing. The Developer is capable of providing
financing for the development of the subject site with(out) the necessity of third party financing. The
Developer intends to commit to the provision of long-term development financing in the manner as
specified in the DDA to the extent that third party financing is not otherwise advisable or available to
implement the Redevelopment Plan.
6.5 Bank and Other Financial References. The Developer's bank and other financial
references are as set forth in Developer's RFP submission.
6.6 Full Disclosure. The Developer will be required to make and maintain full
disclosure to the Agency of the methods of financing and the financing documents to be used in the
development.
7.0 Agency's Responsibilities
7.1 Environmental Requirements. A final Environmental Impact
StatemenffEnvironmental Impact Report ("EIS/EIR") has been prepared and certified for the MCAS
Tustin Reuse Plan. The Developer agrees to finance and supply information and otherwise assist the
Agency as requested to enable the Agency to determine the environmental impact of the proposed
development under the DDA and to prepare such additional environmental documents, if any, as may
be needed to be completed for the development.
7.2 Assistance and Cooperation. The Agency shall cooperate fully in providing the
Developer with appropriate information and assistance.
7.3 Agency Approval. If the negotiations hereunder culminate in a DDA, such
agreement becomes effective only after and if the agreement has been considered and approved by
the legislative body of the Authority and City Council of the City after noticed public hearing.
8.0 Miscellaneous
8.1 Real Estate Commissions. Neither the City nor the Authority shall be liable for any
real estate commission, finder's fee or any broker's fees which may arise from this Agreement. The
City and thc Authority each represent that they have not engaged any broker, agent, or finder in
connection with this Agreement and the Developer agrees to hold the City and the Authority and
their respective representatives harmless from any losses and liabilities arising from or in any way
related to any claim by any broker, agent, or finder retained by the Developer regarding this
Agreement or development of the Project or purchase/sale of other property at the Site.
8.2 No Agency Duty. Except as expressly provided above, the Agency shall have no
obligations or duties hereunder and no liability whatsoever in the event the Parties fail to timely
execute a DDA.
Cdd-rda/rda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2X24440.0000
Page 10 of 13
8.3 Non-liability of Agency Officials and Employees. No member, official,
representative, director, staff member, attorney or employee of thc City or Authority shall bc
personally liable to thc Developer or any successor in interest in the event of any default or breach by
the City or Agency or for any amount which may become due to Developer or to its successor, or on
any obligations under thc terms of this Agreement.
8.4 Public Hearings and Compliance. If the negotiations hereunder culminate in the
Developer and the Agency's negotiations concurring on the terms and provisions of a DDA, such
DDA will be considered for approval by the Agency only after all required public hearings have been
held and atter compliance with all applicable laws and ordinances. The concurrence of the Agency
negotiators with the terms and provisions of a proposed DDA under any provisions of this agreement
shall not be construed or interpreted as the Agency approving or accepting such terms. Such
concurrence shall be viewed as nothing more than the willingness of the Agency negotiators to
recommend to the legislative body of the Authority and the City Council that they approve such
terms.
8.5 Entire Agreement; Attorneys' Fees. This Agreement represents the entire
agreement of the Parties with respect to the matters set forth herein and supersedes any prior
negotiations or contemporaneous writings or statements. This Agreement may not be amended
except in writing signed by each of the Parties hereunder. If any Party brings an action or files a
proceeding in connection with the enforcement of its respective fights or as a consequence of any
breach by the other Party of its obligations hereunder, then the prevailing Party in such action or
proceeding shall be entitled to have its reasonable attorneys' fees and out-of-pocket expenditures
paid by the losing Party.
8.6 Covenant Against Discrimination. The Developer shall not discriminate against
nor segregate, any person or group of persons on account of sex, race, color, age, marital status,
religion, handicaps, creed, national Origin or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the Site, nor shall the Developer establish or permit any such
practice or practices of discrimination or segregation in the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site.
8.7 Notices/Submittals. All notices or sUbmittals required or permitted hereunder shall
be delivered in person, by overnight courier, or by registered or certified mail, postage prepaid, return
receipt requested to such Party at its address shown below, or to any other place designated in writing
by such Party.
City/Authority:
Christine Shingleton, Assistant City Manager
City of Tustin and
Tustin Public Financing Authority
300 Centennial Way
Tustin, CA 92780
Developer:
Mitchell Bradford, Vice President
John Laing Homes
895 Dove Street, Suite 110
Newport Beach, CA 92660
Cdd-rdoYrda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2~24440.0000
Page 11 of 13
Any such notice or submittal shall be deemed received upon delivery if delivered personally,
one (1) day after deliver to the courier if delivered by courier and three (3) days after deposit into the
United States mail if delivered by registered or certified mail.
8.8 Prohibition Against Assignments. Except as may be permitted under Section 3.3,
this Agreement shall not be assigned by the Developer.
8.9 Supersession by Disposition and Development Agreement. Following mutual
execution by the Parties of a DDA, this Agreement shall be of no further force or effect. In the event
of any conflict between the provisions of this Agreement and any DDA approved by the Parties, the
provisions of the DDA shall for all purposes prevail.
8.10 Governing Law/Exclusive Venue. The Agreement shall be interpreted in
accordance with California law. The Parties agree that in the event of litigation, exclusive venue
shall be in Orange County, California.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
set opposite their signatures.
"CITY"
City of Tustin
Dated: By:
Jeffery M. Thomas
Mayor
"TUSTIN PUBLIC FINANCING
AUTHORITY"
Dated: By:
Cdd-rda/rda/MCASTustin John Laing/ENA/7.30.02
DOCSOC\912721 v2~4440.0000
Page 12 of 13
ATTEST:
By:
Dated:
Pamela Stoker,
City Clerk
APPROVED AS TO FORM
By:
Lois Jeffrey
City Attorney
Dated:
"DEVELOPER"
WL HOMES, LLC, a Delaware Limited
Liability Company, dba John Laing
Homes
Dated:
By:
Steve Kabel
President, Southern California
Region
Dated:
By:
Mitchell Bradford
Vice President
Cdd-rda/rdafMCASTustin John Laing/ENA/7.30.02
DOC SOC\912721 v2~24440.0000
Page 13 of 13
EXHIBIT A
SITE MAP
· Not an official copy*
EXHIBIT A
0 100 200
SCALE: 1"=200'
PARCEL 2
0.E. 85-4-019
F6-401 O.P,. 6E
165.55'
10^
N4-6h
m.
I N56' 10'20"E PAD
£tg @7:10'1~5
R,=2085.00'
L,=205.46'
N 40'2B'25"E
A--05'58'4S"
R=2125.00'
U=20g.40' N40'28'25"E
49.50'
N40'SQ'29"E
/
52.58'
PARCEL. l-A-1
25.30 ACRES
INST. NO. g2--2B7556 O.R.
~INST, NO. 1997053632g O,R.
N4.'5'50'01"E I ,/ "'--- S40'37'53"W 659,87'
.<-.-~-,/
N50'32'52"E
----- ~D-- -1
CiTY OF TUSTIN
I
S40'37'55"W
HARVARD AVE.
Cl~ OF IRVINE .
'~~'~'D'~;-']
.
MCAS TUSTIN ,...,-
-'-~'"" ' ~.~.
)' ' *
Document: 2002-404591 Page: 1
EXHIBIT B
QUITCLAIM DEED A
AND
ENVIRONMENTAL RESTRICTION
PURSUANT TO
CIVIL CODE SECTION 1471
*No, t an official copy'
IiIECORDtNG REQUESTED BY
i~,,iRST AMERICAN TITLE COMPANY
SUBDIVISION DE, PAI~TMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
CITY OF TUSTIN.OFFICIAL BUSINESS
REQUEST DOCUMENT TO BE RECORDED
AND TO BE EXEMPT FROM RECORDING
FEES PER GOVERNMENT CODE 6103
Recording requested by and
when recorded mail to:
City Manager
The City of Tustin
300 Centennial Way
Tustin, CA 92780
EXECUTION VERISON
5/10/02
Recorded in Official Records, County of Orange
Darlene Bloom, Interim Clerk-Recorder
I tll l 111 Ii l I1 1 till[ Ilnl lt[I !1tt I[lll l ll I 11 NO FEE
, 20020404591 04:30pm 05114t02
107 23 D10 R29 12
0.00 0.00 0.00 0.00 0.00 0.00 O.00 0.O0
DOCUMENTARY TRANSFER TAX $ ~,~
[] Computed on full value of property conveyed, or
I-] Computed on full vaJue less liens & ~ncumbrances
remaining thereon at Ii.me of sale.
Si[l~atur. of declarant or agent detsrml~ng ~x, firm narn~
Space Above This Line Reserved for R. ecorder's Use
QUITCLAIM DEED A AND ENVIRONMENTAL
RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471
This DEED is made this ay of 2002, by the UNITED )~
STATES OF AMERICA, acting by and the Department of the Navy, (the
"GRANTOR") in favor of the CITY OF TUSTIN, CALIFORNIA the recognized local
redevelopment authority for Marine Corps Air Station Tustin (the "GRANTEE"),
RECITALS:
WHEREAS
A. The GRANTEE has requested conveyance from the GRANTOR of a portion of'
the former Marine Corps Air StatiOn Tustin, ("MCAS Tustin") which was closed pursuant to and
in accordance with the Defense Base Closure and Realignment Act of 1990, as amended (Pub. L.
No. 101-510; "Base Closure Act") and which is no longer required for military purposes; and
B, The GRANTOR is' authorized to convey property at MCAS Tustin to the
GRANTEE pursuant to the Base Closure Act; and
24
25 C. The .GRANTOR has completed remedial actions on the property at MCAS Tustin
26 to be conveyed to GRANTEE that are necessary to provide the covenant required by the
27 Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") 42
28 U.s.c. Section 9620 (h)(3)(A)(ii)(I); and
29
03-72538,06
Document: 2002-404591 Page: 1
· '1~,10~ ~111 OIIIGI~I uopy-
MCAS TUSTIN QUITCLAIM DEED A
Page 2
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
41
D. The GRANTOR has found and determined that the property at MCAS Tustin to
be conveyed to GRANTEE is suitable for transfer pursuant to Finding of Suitability for Transfer
("FOST") dated September 28,2001; and
E. The GRANTOR and the GRANTEE have entered into the Agreement between
the United States of America and the City of Tustin, California, for the Conveyance of a Portion
of the Former Marine Corps Air Station Tustin (the "Agreement"), which sets forth'the terms and
conditions of the conveyance of portions of MCAS Tustin from the GRANTOR to the
GRANTEE; and
F. Pursuant to California Civil Code §1471, GRANTOR has determined that it is
reasonably necessary to impose certa/n restrictions on the use of the Property to protect present
and future human health or safety or the environment as a result of the presence of hazardous
materials on portions of the Property described hereinafter with particularity.
NOW THEREFORE, the GRANTOR, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, does hereby remise, release and forever
quitclaim to the GRANTEE, all of GRANTOR's right, title and interest in and to that certain real
property, comprising approximately 25.3 acies, more or less (hereinafter "Property"), as more
particularly described as Parcel Parcel I-A-1 in Exhibit "A."
1. TOGETHER WITH:
1.1. All buildings, facilities, roadways, rail lines, and other infrastructure, including
the entire MCAS Tustin storm drainage systems, sewer systems, and the electrical, natural gas,
telephone, and water utility distribution systems located thereon, and any other improvements' on
the Property,
1.2 All hereditaments and tenements therein and reversions, remainders, issues,
profits, privileges and other rights belonging or related thereto,
1.3 All rights to minerals, gas, oil, and water.
2. SUBJECT TO THE FOLLOWING NOTICES, COVENANTS,
RESTRICTIONS, AND CONDITIONS, which shall be binding upon and enforceable against
the GRANTEE, its successors and assigns, in perpetuity:
2.I The GRANTEE agrees to accept conveyance of the Property subject to all
covenants, conditions, restrictions, easements, fights-of-way, reservations, rights, agreements,
and encumbrances of record.
03-7253B.06
Document: 2002-404591 Page: 2
~f~ot an om~af copy"
MCAS TUSTIN QUITCLAIM DEED A
Page 3
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
3O
31
32
'33
34
35
36
37
38
39
4O
41
42
2.2 A FOST has been completed and an Environmental Baseline Survey ("EBS")
report is referenced in the FOST. The FOST and EBS reference environmental conditions on the
Property and on other property not subject to this Deed. GRANTEE acknowledges that it has
received copies of the EBS and the FOST and that all documents referenced therein have. been
made available to GRANTEE for inspection and copying.
'2.3 Except as otherwise provided herein, or as otherwise provided by law, the
GRANTEE acknowledges that it has inspected, is aware of, and accepts .the condition md state
of repair of the Property, and that the Property is conveyed "as is" and "where is" without any
representation, promise, agreement, or warranty on the part of the GRANTOR regarding such
condition and state of repair, or regarding the making of any alterations, improvements, repairs
or additions. Except for the environmental remediation which may be required to be undertaken
by GRANTOR pursuant to paragraph 2.6 below, the GRANTEE further acknowledges that the
GRANTOR shall not be liable for any latent or patent defects in the Property except to the extent
required by applicable law.
2.4. Notices And Covenants:
2.4.1. Notices: Hazardous Substance Notification. Pursuant to 42 U.S.C. §
9620(h)(3)(A), and the provisions of 40 C.F.R. part 373, the Grantor has made a complete search
of its files and records concerning the Property and hereby gives notice that based on that
research no hazardous substances were stored, released, or disposed of on the Property.
2.4.2. Grant of Covenant [CERCLA 42 U,S.C. Section 9620 (h)(3)(A)(ii)(I)l.
The GRANTOR covenants and warrants that all remedial action necessary to protect human
health and the environment with respect t° any hazardous substance remaining on the Property
has been taken before the date oftransfer.
2.4.3. Additional Remediation Obligation [CERCLA 42 U.S.C. Section 9620
(h)(3)(A)(ii)(II)]. The GRANTOR covenants and warrants that GRANTOR shall conduct any
additional remedial action found to be necessary after the date of transfer for any hazardous
substance existing on the Property prior to the date of this Deed. This covenant shall not apply
to the extent that the GRANTEE caused or contributed to any release or threatened release of any
hazardous substance, pollutant, or contaminant.
2.4.4. Access [CERCLA 42 U.S.C. Section 9620 0a)(3)(A)(iii)]. In connection
· with GRANTOR's covenant in 2.4.3 above and in connection with ongoing remediation on
GRANTOR's property adjacent to the Property, GRANTEE agrees on behalf of itself, its
successors and assigns, as a covenant running with the land, that GRANTOR, or its officers,
agents, employees, contractors and subcontractors, shall have the right, upon reasonable notice to
GRANTEE, to enter upon the Property in any ease in which a response or corrective action is
found to be necessary at suer property alter the date of this deed or such access is necessary to
03-7253B.06
I I ' I t
Document: 2002-404591 Page: 3
*NOt an OITIClal copy'
MCAS TUSTIN QUITCLAIM DEED A
Page 4
1
2
3
4
5
6
7
8
9
10
ll
12
13
14
15
16
17
19
20
21
22
23
24
25
26
27
28
29
3O
31
32
33
34
35
36
37
38
39
40
41
42
carry out a response action or corrective action on adjoining property, Neither GKANTEE, nor
its successors and assigns, shall have any claim on account of such entries against the United
States or any of its officers, agents, employees, contractors or subcontractors. The fight to enter
shall include the right to conduct tests, investigations and surveys, including, where necessary,
drilling, test-pitting, boring and other similar activities. Such fight shall also include the fight to
construct, operate, maintain or undertake any other response or corrective action as required or
necessary, including, but not limited to monitoring wells, pumping wells and treatment facilities,
and the installation of associated utilities. In exercising these rights of access, except in case of
imminent and substantial endangerment to human health or the environment, the GRANTOR (1)
shall give the GRANTEE reasonable notice of any action to be taken related to such remedial or
corrective actions on .the Property, .and (2) make reasonable efforts to minimize interference with
the on-going use of the Property. Furthermore, the GRANTOR and GRANTEE agree to
cooperate in good faith to minimize any conflict between the necessary environmental
investigation and remediation activities and the GRANTEE's use of the Property. Any
inspection, survey, investigation or other response, corrective or remedial action undertaken by
GRANTOR will, to the maximum extent practical, be coordinated with representatives
designated by the GRANTEE.
In connection with GRANTOR's remedial actions described above, GRANTEE agrees
on behalf of itself, its successors and assigns, as a covenant nmning with the land, to comply
with the provisions of any health or safety plan in effect during the course of any such action.
2.5. . Indemnification Regarding Transferees. The GRANTOR hereby recognizes its
obligations under Section 330 of the National Defense Authorization Act of 1993 (Pub. L. 102-
484), as amended, regarding indemnification of transferees of closing Department of Defense
property.
2.6. Non-Discrimination. GRANTEE covenants for itself, its successors and assigns,
that it will comply with all applicable provisions of the Civil Rights Act of 1964, section 504 of
the Rehabilitation Act of 1973, and the Age Discrimination in Employment Act of 1975 in the
use, occupancy, sale or lease of the Property. The foregoing shall not be construed to prohibit
the operation of federal or state approved programs focusing on the special needs of the
homeless, veterans, victims of domestic violence and other classes of persons at risk; nor shall it
be construed to prohibit employment practices not otherwise prohibited by law. The GRANTOR
shall be deemed a beneficiary of this covenant without regard to whether it remains the owner of
any land or interest therein in the locality of the Property hereby conveyed and shall have the
sole righl~'to enforce this covenant in any court of competent jurisdiction.
3. FLOOD PLAIN NOTIFICATION: To the extent that any portion of the
Property lies within a floodplain as defined in Section 6(c) of Executive Order No. 11988,
Floodplain Management, dated May 24, 1977, construction, development and other uses of that
portion of the Property could be restricted by the standards and criteria of the National Flood
03-72538.06
Document: 2002-404591 Page: 4
"Not an olticial copy*
MCAS TUSTIN QUITCLAIM DEED A
Page 5
1
7
g
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
Insurance Program of the Federal Emergency Management Agency, or other applicable
regulations.
4. NO HAZARD TO AIR NAVIGATION: GRANTEE covenants for itself, its
successors and assigns~ that in connection with any construction or alteration on the Property, it
will obtain a determination of no hazard to air navigation from the Federal Aviation
Administration in accordance with Title 14, Code of Federal Regulations, part 77, entitled
"Objects Affecting Navigable Airspace," or under the authority of the Federal Aviation Act of
1958, as amended.
5. THE CONDITIONS, RESTRICTIONS, RESERVATIONS, AND
COVENANTS set forth herein are a bindlng servitude on the Property, shall inure to the benefit
of GRANTOR and GRANTEE and their respective successors and assigns, and will be deemed
to mn with the land in perpetuity, pursuant to California Civil Code sections 1462 and 1471 and
other applicable authority.
6. NOTICES: Notices shall be deemed sufficient under this Agreement if made in
writing and submitted to the following addresses (or to any new or substitute address hereinafter
specified, in a writing theretofore delivered in accordance with the notice procedure set forth
herein by the intended recipient of such notice):
If to the City:
City of Tustin
300 Centennial Way
· Tustin, California 92780
Attn: City Manager
Christine Shingleton
Assistant City Manager
City of Tustin
300 Centennial Way
Tustin, California 92780
With a copy to:
George R. Schlossberg, Esq.
Kutak Rock LLP
1101 Connecticut Avenue, N.W.
Suite 1000
Washhagton, DC 20036
03-72538.06
Document: 2002-404591 Page: 5
'Not an ott~c~al copy'
MCAS TUSTIN QUITCLAIM DEED A
Page 6
1
2
3
4
5
6
7
9
10
1I
12
13
14
1'5
16
17
18
19
2O
21
22
23
24
25
26
27
28
If to Government:
With a copy to:
7. EXHIBITS.
Quitclaim Deed:
7.1. Exhibit "A"
Commanding Officer
Southwest Division
Engineering Field Division
Naval Facilities Engineering Command
1220 Pacific Highway
San Diego, CA 92123-5189
Navy BP.AC Operations Office
Attention BCM Tustin
Southwest Division
Naval Facilities Engineering Command
'1220 Pacific Highway
San Diego, CA 92123-5190
The following exhibit is attached hereto and made a part of this
Legal Description and Plats of Property
[signature Page FollOws]
03-72538.06
Document: 2002-404591 Page: 6
"NOt an OtllClal copy'
MCAS TUSTIN QUITCLAIM DEED A
Page 7
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
3O
31
IN WITNESS WHEREOF, the GRANTOR has caused its name to be signed to these
presents by an authorized Real Estate Contracting Officer on the day first above written.
UNITED STATES OF/triPlE. CA,
acting by and throu~/~e Department of the Navy,
B y' ~f "~X/~'~//~ ,-
Real Estate Contracting Officer
Base Realim'anent & Closure Office
Dated: .....
ACKNOWLEDGEMENT OF GRANTEE'S COVENANTS
TO INDICATE ACCEPTANCE of its. covenants and a~cements contained in this
Quitclaim Deed and receipt of the documents described herein, GRANTEE has executed this
document on the date written below.
CITY OF TUSTIN
By: William A. 1t t n(_~~, ~--~ ..~--- ~~~ ~~ .(~~
City M. anagcr
./7
- /
32 Attest:.
34
3~amela Stoker
33~ City Clerk
38 Approved as to Form:
41 Lois Jeffrey, 1~'~.
42 City Attorney
03-72538,06
Document: 2002-404591 Page: 7
*Not an official copy*
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of
On
Date
personally appeared
SS,
Officer (e,g.. 'Jane Doe, hl:)lary Public"}
Name(s) of Signer(s)
~ personally known to me
L.; proved to me on the basis of satisfactory
evidence
,i ~ BEV~L~ w,rrE
to be the persor~ whose name~'~are
subscribed to the within instrument and
acknoWledged to me/th.~at~., he/they executed
the same in ~.is.~er/their --a-uthorized
capacity0'~J~), and that by ~i~.~her/t. heir
'signature(~)"on the instrument the person~), of
the entity upon behalf of which the person~)
acted, executed the instrument.
WITNES~rTny hand and offi~"~l se,Eh
P~ace Notary Seal Above. Signalure el No ~t~Public
OPTIONAL
Though lhe information be/ow is not required by/aw, it may prove va/uable to persons relying on the document
and cou/d prevent fraudulent removal and reattachment of this form to another document,
Description of Attached
Title or Type of Document: D~7'Lu~'~_ ~2.~-.~;rt...-' u~.~&~.~f./~ ~'f--~-~'~ ~
Document Date: ~/~ '~ Number of Pages:
Signer(s) Other Than Named Above: ~ { {oF
Capacity(ies) Claimed by Signer
[~gner's Name: --
Individual
Top et' thumb here
I"I Corporate Officer -- Title(s):
E'_] Partner-- .F] Limited [-i General
~ Attorney in Fact
U Trustee
l_J Guardian or Conservator
LJ Other:
Signer Is Representing:
1997 Nal;ional Notary Associabon - 9350 De Sore Ave., P.O. Box 2402 · Chatsworlh, CA 91313,2402 ' Prod. NO, 5907Reorder: Cell TolI-Fcee 1.800-876-6827
Document: 2002-404591 Page: 8
"Not an official 'copy*
CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT
State of California
cou.ty or
Cate
personally appeared
SS,
Name and Tilde ~ Officer (e-g.. "Jane Doe~ Notary Public"') '
t ~ ~.vY~. . .~.~ ~~ -~ ....
Name(s) Of S~ner(s)
'~ I"i personally known to me
proved to me on the basis of satisfacto~
evidence
orange
to be the person(s) whose name(~..~/are
subscribed to the withj.n instrument and
acknowledged to me,,.t,j~t(~Jlshe/they executed
the same. in (bj.~/her/their .authorized
capacityf)~s), and that by (Zj~/her/their
signature~a~ on the instrument the person~), ar
the entity upon behalf of which the person¢)
acted, executed the instrument.
WITNE~8'~y hand and official s~at~,
Place Notar,j Seal Above [ Signature of Nc(a~ Public
..... OPTIONAL
Though the information be/ow is not required by/aw, it may prove va/Uab/e to persons re/ying on the documen!
and cou/d preven! fraudulent removaJ and reattachment of this form to anDther document.
Description of Attached Documeot I ,_
Title or Type of Document: ~Y~~' '~
Document Date: ~ ~ ~ (~--''-' Number of Pages:
Signer(s) Other Than Named Above: Iq[ ["~'-
Capacity(les) Claimed by Signer
~igner's Name:
~ Individual
[.I Corporate Officer -- Title(s):
1';I Partner- [7. Limited ?__J General
['1 Attorney in Fact
'"' Trustee
I'"; Guardian or Conservator
1'3 Other:
Top of thumb here
1997 National Nolar¥ Association · 9350 De Soto Ave., P.O. Box 2402. C~lsworlh, CA 91313-2402
Prod. No, 5907Reorder. Call Toll-Free 1-800o870-6827
Document: 2002-404591 Page: 9
'Not an official copy*
IPSOHAS
Legal Description'
Exhibit "A"
Parcel I-A-1
(Portion of Reuse Plan Disposition Site 33)
1
2
3
4
5
6
7
$
9
10
li
12
13
14
15
16
17
18
19
20
21
22
23
24
Parcel I-A-1
In the City of Tustin, County of Orange,'State of California, being all that portion of the
land noted as Parcel TP-6A described in the Grant Deed recorded May 1, 1992 as
Instrument Number 92-287556 and all that portion of the land described the Grant Deed
recorded October 27, 1997, as Instrument Number 19970536329, both of Official Records
of said County, in Block 62 of Irvine's Subdivision as shown on the map filed in Book 1,
Page 88 of Miscellaneous Record Maps, and as shown on the map filed in Book 165, Pages
31 through 39 inclusive of Records of.Survey, all of the records of said County.
Excepting therefrom the following
Parcel 10A
A strip of land 40.00 feet in width described as follows:
The northwesterly 40.00 feet of the land described in said Instrument Number 92-287556.
The side lines of said strip shall be lengthened or shortened so as to terminate northeasterly
at the southwesterly bound, aw of the land described in Exhibits A- 1 through A-3 of
resolution No. 85-79 of the city Council of the City of Tustin recorded as Instrument No.
85-269319 of Official Records of said county, and so as to terminate southwesterly at the
northeasterly line of parcel 2 in the easement deed to the City of Tustin recorded as
Instrument No. 83-401960 of Official ReCords of said County.
Containing 1,102,221 square feet or 25.30 Acres more or less
Page ~ ot'2
f:Xsurvcys'O, tusO10200~rept~rts~r~numbered parccls'degal-p~mel i-a-1 .d~c 4/30/02 11:44 AM
Document; 2002-404591 Page: 10
*Not an official copy*
PSOPIAS
Legal Description
Exhibit "A"
Parcel I-A-1
(Portion of Reuse Plan Disposition Site 33)
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
,.
20
21
22
23
24
As shown on Exhibit "B" a~tached hereto and by this reference made a part hereof.
Prepared under my supervision
Walter A. Sheek P.L.S. 4838
Date
Page 2 of 2
fi~survcys~tus01020(}\rcports\renumbered parcels\legal-parcel i-a- 1 doc 4/30/02 I 1:44 AM
Document: 2002-404591 Page: 11
*Not an official copy*
EXHIBIT B
o 1 oo 2oo
-----. ' SCALE: 1"=200'
S15'40'59-W ~ o
POFL BLOCK 82
-
PARCEL l-A-1
IN~. NO. 92-287556 0.E.
77'
~ , ~
0.~.52,,~ . ~ C~ OF ~STIN
HARVARD AVE.
P S 0 M A S
MCAS-TUSTIN
~ ~
.... ¢.m~-~m ~.¢.~ ~u~e~ 2~ozoo
Document: 2002-404591 Page: 12